UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended SeptemberJune 30, 20162017

 

OR

 

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission file number 001-34892

 

RHINO RESOURCE PARTNERS LP


(Exact name of registrant as specified in its charter)

 

Delaware

27-2377517

(State or other jurisdiction of

incorporation or organization)

 

27-2377517

(IRS Employer

Identification No.)

 

424 Lewis Hargett Circle, Suite 250

Lexington, KY

40503

(Address of principal executive offices)

 

40503

(Zip Code)

 

(859) 389-6500

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[X] [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ](Do (Do not check if a smaller reporting company)Smaller reporting company [X]
Emerging growth company [X]  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

 

As of November 7, 2016, 7,905,799August 4, 2017, 12,993,869 common units and 1,235,534 subordinated units were outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

Page
Cautionary Note Regarding Forward-Looking Statements 13
Part I.—Financial Information (Unaudited) 24
ITEM 1.FINANCIAL STATEMENTS 24
Condensed Consolidated Statements of Financial Position as of SeptemberJune 30, 20162017 and December 31, 20152016 24
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and NineSix Months Ended SeptemberJune 30, 20162017 and 20152016 35
Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20162017 and 2015201646
Notes to Condensed Consolidated Financial Statements7
Item 22. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3126
Item 44. Controls and Procedures 7157
PART II—Other Information7157
Item 11. Legal Proceedings 7157
Item 1A1A. Risk Factors 7157
Item 22. Unregistered Sales of Equity Securities and Use of Proceeds 7157
Item 33. Defaults upon Senior Securities 7258
Item 44. Mine Safety Disclosure 7258
Item 55. Other Information 7258
Item 66. ExhibitsExhibits 7358
SIGNATURES 7560

 

2 
 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains certain “forward-looking statements.” Statements included in this report that are not historical facts, that address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as statements regarding our future financial position, expectations with respect to our liquidity, capital resources and ability to continue as a going concern, plans for growth of the business, future capital expenditures, references to future goals or intentions or other such references are forward-looking statements. These statements can be identified by the use of forward-looking terminology, including “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or similar words. These statements are made by us based on our experience and our perception of historical trends, current conditions and expected future developments as well as other considerations we believe are reasonable as and when made. Whether actual results and developments in the future will conform to our expectations is subject to numerous risks and uncertainties, many of which are beyond our control. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecastforecasted in these statements.

 

Any differences could be caused by a number of factors, including, but not limited to: our ability to maintain adequate cash flow and to obtain financing necessary to fund our capital expenditures, meet working capital needs and maintain and grow our operations;operations or our ability to obtain alternative financing upon the expiration of our amended and restated senior secured credit facility and our related ability to continue as a going concern; our future levels of indebtedness and compliance with debt covenants; sustained depressed levels of or further decline in coal prices, which depend upon several factors such as the supply of domestic and foreign coal, the demand for domestic and foreign coal, governmental regulations, price and availability of alternative fuels for electricity generation and prevailing economic conditions; our ability to comply with the qualifying income requirement necessary to maintain our status as a partnership for U.S. federal income tax purposes; declines in demand for electricity and coal; the consummation of the acquisition of Armstrong energy,Energy, Inc. from, and the transfer of 50% of our general partner to, Yorktown Partners LLC; our ability to realize the expected benefits of an acquisition of Armstrong Energy, Inc.; current and future environmental laws and regulations, which could materially increase operating costs or limit our ability to produce and sell coal; extensive government regulation of mine operations, especially with respect to mine safety and health, which imposes significant actual and potential costs; difficulties in obtaining and/or renewing permits necessary for operations; a variety of operating risks, such as unfavorable geologic conditions, adverse weather conditions and natural disasters, mining and processing equipment unavailability, failures and unexpected maintenance problems and accidents, including fire and explosions from methane; poor mining conditions resulting from the effects of prior mining; the availability and costs of key supplies and commodities such as steel, diesel fuel and explosives; fluctuations in transportation costs or disruptions in transportation services, which could increase competition or impair our ability to supply coal; a shortage of skilled labor, increased labor costs or work stoppages; our ability to secure or acquire new or replacement high-quality coal reserves that are economically recoverable; material inaccuracies in our estimates of coal reserves and non-reserve coal deposits; existing and future laws and regulations regulating the emission of sulfur dioxide and other compounds, which could affect coal consumers and reduce demand for coal; federal and state laws restricting the emissions of greenhouse gases; our ability to acquire or failure to maintain, obtain or renew surety bonds used to secure obligations to reclaim mined property; our dependence on a few customers and our ability to find and retain customers under favorable supply contracts; changes in consumption patterns by utilities away from the use of coal, such as changes resulting from low natural gas prices; changes in governmental regulation of the electric utility industry; our ability to successfully diversify our operations into other non-coal natural resources; defects in title in properties that we own or losses of any of our leasehold interests; our ability to retain and attract senior management and other key personnel; material inaccuracy of assumptions underlying reclamation and mine closure obligations; and weakness in global economic conditions. Other factors that could cause our actual results to differ from our projected results are described elsewhere in (1) Part II, “Item 1A. Risk Factors” and elsewhere in this Form 10-Q, (2) our Annual Report on Form 10-K for the year ended December 31, 2015,2016, (3) our reports and registration statements filed from time to time with the Securities and Exchange Commission and (4) other announcements we make from time to time. In addition, we may be subject to unforeseen risks that may have a materially adverse effect on us. Accordingly, no assurances can be given that the actual events and results will not be materially different from the anticipated results described in the forward-looking statements.

 

The forward-looking statements speak only as of the date made, and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

3 1
 

 

PART I.—FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

RHINO RESOURCE PARTNERS LP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

 

 June 30, December 31, 
 September 30, 2016  December 31, 2015  2017 2016 
ASSETS                
CURRENT ASSETS:                
Cash and cash equivalents $36  $59  $37  $47 
Accounts receivable, net of allowance for doubtful accounts ($0 as of September 30, 2016 and $0 as of December 31, 2015)     13,272       12,597  
Accounts receivable, net of allowance for doubtful accounts ($-0- as of June 30, 2017 and December 31, 2016)  19,579   13,893 
Inventories  8,807   8,570   10,471   8,050 
Advance royalties, current portion  1,091   753   931   898 
Investment in available for sale securities  10,580   3,532 
Prepaid expenses and other  6,854   5,467   4,648   5,133 
Current assets held for sale  -   1,998 
Total current assets  30,060   29,444   46,246   31,553 
PROPERTY, PLANT AND EQUIPMENT:                
At cost, including coal properties, mine development and construction costs  449,204   484,309   457,262   449,181 
Less accumulated depreciation, depletion and amortization  (261,473)  (258,739)  (276,229)  (266,874)
Net property, plant and equipment  187,731   225,570   181,033   182,307 
Advance royalties, net of current portion  7,697   7,172   7,767   7,652 
Investment in unconsolidated affiliates  7,446   7,578   130   5,121 
Intangible purchase option  21,750   21,750 
Note receivable-related party  2,040   2,040 
Other non-current assets  26,006   26,306   27,517   27,018 
Non-current assets held for sale  -   108,596 
TOTAL $258,940  $404,666  $286,483  $277,441 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Accounts payable $8,789  $9,199  $12,854  $10,420 
Accrued expenses and other  9,101   11,049   15,028   10,063 
Current portion of long-term debt  -   41,479   12,290   10,040 
Current portion of asset retirement obligations  1,430   767   917   917 
Current portion of postretirement benefits  -   45 
Current liabilities held for sale  -   930 
Total current liabilities  19,320   63,469   41,089   31,440 
NON-CURRENT LIABILITIES:                
Long-term debt, net of current portion  30,350   2,595 
Asset retirement obligations, net of current portion  22,600   22,310   23,275   22,361 
Other non-current liabilities  42,964   44,765   45,783   45,371 
Non-current liabilities held for sale  -   3,599 
Total non-current liabilities  95,914   73,269   69,058   67,732 
Total liabilities  115,234   136,738   110,147   99,172 
COMMITMENTS AND CONTINGENCIES (NOTE 13)        
COMMITMENTS AND CONTINGENCIES (NOTE 12)        
PARTNERS’ CAPITAL:                
Limited partners  136,722   253,312   150,759   154,696 
Subscription receivable from limited partners  (2,000)  -   (2,000)  (2,000)
General partner  8,984   9,821   8,942   8,959 
Preferred partners  17,473   15,000 
Preferred partner distribution earned  (2,473)  - 
Accumulated other comprehensive income  -   4,795   3,635   1,614 
Total partners’ capital  143,706   267,928   176,336   178,269 
TOTAL $258,940  $404,666  $286,483  $277,441 

 

See notes to unaudited condensed consolidated financial statements.

2

statements

RHINO RESOURCE PARTNERS LP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(in thousands, except per unit data)

 

  Three Months  Nine Months 
  Ended September 30,  Ended September 30, 
  2016  2015  2016  2015 
REVENUES:                
Coal sales $40,992  $45,468  $116,777  $139,493 
Freight and handling revenues  424   735   1,634   1,942 
Other revenues  1,999   5,693   5,947   16,899 
Total revenues  43,415   51,896   124,358   158,334 
COSTS AND EXPENSES:                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)  35,249   47,678   98,105   139,733 
Freight and handling costs  385   709   1,451   1,915 
Depreciation, depletion and amortization  6,489   7,838   18,341   24,456 
Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)  4,305   2,866   12,248   11,805 
Loss on asset impairments  -   2,332   -   4,512 
(Gain) on sale/disposal of assets—net  (125)  (453)  (420)  (435)
Total costs and expenses  46,303   60,970   129,725   181,986 
INCOME/(LOSS) FROM OPERATIONS  (2,888)  (9,074)  (5,367)  (23,652)
INTEREST AND OTHER (EXPENSE)/INCOME:                
Interest expense  (1,904)  (1,385)  (5,195)  (3,652)
Interest income and other  (54)  -   11   38 
Gain on extinguishment of debt  1,663   -   1,663   - 
Equity in net (loss)/income of unconsolidated affiliates  (27)  77   (132)  342 
Total interest and other (expense)  (322)  (1,308)  (3,653)  (3,272)
NET (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS  (3,210)  (10,382)  (9,020)  (26,924)
INCOME TAXES  -   -   -   - 
NET (LOSS) FROM CONTINUING OPERATIONS  (3,210)  (10,382)  (9,020)  (26,924)
DISCONTINUED OPERATIONS (NOTE 3)                
(Loss)/income from discontinued operations  (575)  1,076   (117,940)  5,666 
NET (LOSS)  (3,785)  (9,306)  (126,960)  (21,258)
Other comprehensive income:                
Amortization of actuarial gain under ASC Topic 715  -   (44)  -   (133)
COMPREHENSIVE (LOSS) $(3,785) $(9,350) $(126,960) $(21,391)
                 
General partner’s interest in net (loss)/income:                
Net (loss) from continuing operations $(21) $(208) $(87) $(538)
Net income from discontinued operations  (4)  22   (750)  113 
General partner’s interest in net (loss)/income $(25) $(186) $(837) $(425)
Common unitholders’ interest in net (loss)/income:                
Net (loss) from continuing operations $(2,758) $(5,840) $(7,144) $(15,143)
Net income from discontinued operations  (494)  605   (93,734)  3,187 
Common unitholders’ interest in net (loss)/income $(3,252) $(5,235) $(100,878) $(11,956)
Subordinated unitholders’ interest in net (loss)/income:                
Net (loss) from continuing operations $(431) $(4,334) $(1,788) $(11,243)
Net income from discontinued operations  (77)  449   (23,456)  2,366 
Subordinated unitholders’ interest in net (loss)/income $(508) $(3,885) $(25,244) $(8,877)
Net (loss)/income per limited partner unit, basic:                
Common units:                
Net (loss) per unit from continuing operations $(0.35) $(3.49) $(1.45) $(8.99)
Net income per unit from discontinued operations  (0.06)  0.36   (18.98)  1.91 
Net (loss)/income per common unit, basic $(0.41) $(3.13) $(20.43) $(7.08)
Subordinated units                
Net (loss) per unit from continuing operations $(0.35) $(3.49) $(1.45) $(9.19)
Net income per unit from discontinued operations  (0.06)  0.36   (18.98)  1.91 
Net (loss)/income per subordinated unit, basic $(0.41) $(3.13) $(20.43) $(7.28)
Net (loss)/income per limited partner unit, diluted:                
Common units                
Net (loss) per unit from continuing operations $(0.35) $(3.49) $(1.45) $(8.99)
Net income per unit from discontinued operations  (0.06)  0.36   (18.98)  1.91 
Net (loss)/income per common unit, diluted $(0.41) $(3.13) $(20.43) $(7.08)
Subordinated units                
Net (loss) per unit from continuing operations $(0.35) $(3.49) $(1.45) $(9.19)
Net income per unit from discontinued operations  (0.06)  0.36   (18.98)  1.91 
Net (loss)/income per subordinated unit, diluted $(0.41) $(3.13) $(20.43) $(7.28)
                 
Distributions paid per limited partner unit (1) $-  $-  $-  $0.07 
Weighted average number of limited partner units outstanding, basic:                
Common units  7,906   1,671   4,937   1,670 
Subordinated units  1,236   1,240   1,236   1,240 
Weighted average number of limited partner units outstanding, diluted:                
Common units  7,906   1,671   4,937   1,670 
Subordinated units  1,236   1,240   1,236   1,240 

  Three Months  Six Months 
  Ended June 30,  Ended June 30, 
  2017  2016  2017  2016 
REVENUES:                
Coal sales $54,710  $39,106  $106,491  $75,786 
Freight and handling revenues  187   581   318   1,210 
Other revenues  1,638   1,926   3,276   3,947 
Total revenues  56,535   41,613   110,085   80,943 
COSTS AND EXPENSES:                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)  46,671   33,361   91,610   62,857 
Freight and handling costs  228   516   997   1,066 
Depreciation, depletion and amortization  5,609   5,810   11,307   11,851 
Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)  2,732   3,904   5,783   7,943 
Loss/(Gain) on sale/disposal of assets—net  80   (25)  43   (295)
Total costs and expenses  55,320   43,566   109,740   83,422 
INCOME/(LOSS) FROM OPERATIONS  1,215   (1,953)  345   (2,479)
INTEREST AND OTHER (EXPENSE)/INCOME:                
Interest expense  (965)  (1,720)  (2,120)  (3,290)
Interest income and other  -   31   -   64 
Equity in net (loss)/income of unconsolidated affiliates  40   (26)  36   (105)
Total interest and other (expense)  (925)  (1,715)  (2,084)  (3,331)
NET INCOME/(LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS  290   (3,668)  (1,739)  (5,810)
INCOME TAXES  -   -   -   - 
NET INCOME/(LOSS) FROM CONTINUING OPERATIONS  290   (3,668)  (1,739)  (5,810)
DISCONTINUED OPERATIONS (NOTE 3)                
Loss from discontinued operations  -   (118,285)  -   (117,366)
NET INCOME/(LOSS)  290   (121,953)  (1,739)  (123,176)
Other comprehensive income:                
Fair market value adjustment for available-for-sale investment  554   -   2,021   - 
Amortization of actuarial gain  -   -   -   (4,796)
COMPREHENSIVE INCOME/(LOSS) $844  $(121,953) $282  $(127,972)
                 
General partner’s interest in net (loss):                
Net (loss) from continuing operations $(4) $(24) $(17) $(67)
Net (loss) from discontinued operations  -   (784)  -   (765)
General partner’s interest in net (loss) $(4) $(808) $(17) $(832)
Common unitholders’ interest in net (loss):                
Net (loss) from continuing operations $(970) $(3,145) $(3,829) $(4,202)
Net (loss) from discontinued operations  -   (101,413)  -   (85,309)
Common unitholders’ interest in net (loss) $(970) $(104,558) $(3,829) $(89,511)
Subordinated unitholders’ interest in net (loss):                
Net (loss) from continuing operations $(93) $(499) $(366) $(1,541)
Net (loss) from discontinued operations  -   (16,088)  -   (31,292)
Subordinated unitholders’ interest in net (loss) $(93) $(16,587) $(366) $(32,833)
Preferred unitholders’ interest in net income:                
Net income from continuing operations $1,357    n/a  $2,473    n/a 
Net income from discontinued operations  -    n/a   -    n/a 
Preferred unitholders’ interest in net income $1,357    n/a  $2,473  $- 
Net (loss) per limited partner unit, basic:                
Common units:                
Net (loss) per unit from continuing operations $(0.08) $(0.40) $(0.30) $(1.25)
Net (loss) per unit from discontinued operations  -   (13.02)  -   (25.32)
Net (loss) per common unit, basic $(0.08) $(13.42) $(0.30) $(26.57)
Subordinated units                
Net (loss) per unit from continuing operations $(0.08) $(0.40) $(0.30) $(1.25)
Net (loss) per unit from discontinued operations  -   (13.02)  -   (25.32)
Net (loss) per subordinated unit, basic $(0.08) $(13.42) $(0.30) $(26.57)
Preferred units                
Net income per unit from continuing operations $0.90    n/a  $1.65    n/a 
Net income per unit from discontinued operations  -    n/a   -    n/a 
Net income per preferred unit, basic $0.90    n/a  $1.65    n/a 
Net (loss)/income per limited partner unit, diluted:                
Common units                
Net (loss) per unit from continuing operations $(0.08) $(0.40) $(0.30) $(1.25)
Net (loss) per unit from discontinued operations  -   (13.02)  -   (25.32)
Net (loss) per common unit, diluted $(0.08) $(13.42) $(0.30) $(26.57)
Subordinated units                
Net (loss) per unit from continuing operations $(0.08) $(0.40) $(0.30) $(1.25)
Net (loss) per unit from discontinued operations  -   (13.02)  -   (25.32)
Net (loss) per subordinated unit, diluted $(0.08) $(13.42) $(0.30) $(26.57)
Preferred units                
Net income per unit from continuing operations $0.90    n/a  $1.65    n/a 
Net income per unit from discontinued operations  -    n/a   -    n/a 
Net income per preferred unit, diluted $0.90    n/a  $1.65    n/a 
                 
Distributions paid per limited partner unit (1) $-  $-  $-  $- 
                 
Weighted average number of limited partner units outstanding, basic:                
Common units  12,964   7,788   12,920   3,368 
Subordinated units  1,236   1,236   1,236   1,236 
Preferred units  1,500    n/a   1,500    n/a 
Weighted average number of limited partner units outstanding, diluted:                
Common units  12,964   7,788   12,920   3,368 
Subordinated units  1,236   1,236   1,236   1,236 
Preferred units  1,500    n/a   1,500   n/a 

(1) No distributions were paid on the subordinated units for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015

See notes to unaudited condensed consolidated financial statements

3

2016.

RHINO RESOURCE PARTNERS LP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 Nine Months Ended September 30,  Six Months Ended June 30, 
 2016 2015  2017 2016 
CASH FLOWS FROM CONTINUING AND DISCONTINUED OPERATING ACTIVITIES:        
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss) $(126,961) $(21,259) $(1,739) $(123,176)
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation, depletion and amortization  18,753   25,695   11,307   12,178 
Accretion on asset retirement obligations  1,141   1,651   948   763 
Accretion on interest-free debt  -   - 
Amortization of deferred revenue  (1,337)  (2,058)  -   (718)
Amortization of advance royalties  773   602   567   570 
Amortization of debt issuance costs  1,976   1,079   670   998 
Amortization of actuarial gain  (4,796)  (133)  -   (4,796)
Provision for doubtful accounts  2,000   496 
Equity in net loss/(income) of unconsolidated affiliates  132   (342)  (36)  105 
Distributions from unconsolidated affiliate  -   232 
Loss on retirement of advance royalties  144   40   140   140 
Loss on asset impairments  -   4,512   -   118,705 
Loss on business disposal  119,160   - 
(Gain) on sale/disposal of assets—net  (420)  (1,172)  43   (295)
Equity-based compensation  528   25   260   520 
Changes in assets and liabilities:                
Accounts receivable  (54)  3,308   (5,932)  1,371 
Inventories  (237)  3,373   (2,421)  710 
Advance royalties  (1,782)  (1,456)  (855)  (1,188)
Prepaid expenses and other assets  21   561   (1,359)  (697)
Accounts payable  (78)  (1,390)  2,227   1,676 
Accrued expenses and other liabilities  (3,648)  421   3,497   (2,626)
Asset retirement obligations  (161)  (467)  (34)  (142)
Postretirement benefits  (45)  210   -   (45)
Net cash provided by operating activities  5,109   13,928   7,283   4,053 
CASH FLOWS FROM CONTINUING AND DISCONTINUED INVESTING ACTIVITIES:        
CASH FLOWS FROM INVESTING ACTIVITIES:        
Additions to property, plant, and equipment  (5,892)  (12,060)  (10,612)  (4,362)
Proceeds from sales of property, plant, and equipment  348   7,519   406   341 
Proceeds from sale of Elk Horn  10,650     
Return of capital from unconsolidated affiliates  -   35 
Proceeds from business disposal  890   - 
Net cash used in investing activities  5,106   (4,506)  (9,316)  (4,021)
CASH FLOWS FROM CONTINUING AND DISCONTINUED FINANCING ACTIVITIES:        
CASH FLOWS FROM FINANCING ACTIVITIES:        
Borrowings on line of credit  80,450   75,650   64,750   48,800 
Repayments on line of credit  (91,300)  (82,100)  (62,500)  (52,250)
Restricted cash from Royal contribution  (2,000)    
Repayments on long-term debt  (1,210)  (156)  -   (111)
Gain on debt extinguishment  (1,663)    
Distributions to unitholders  (24)  (1,267)  -   (24)
General partner’s contributions  -   1 
Payments on debt issuance costs  (1,510)  (2,062)  (227)  (1,510)
Limited partner contributions  7,000   -   -   5,000 
Net cash used in financing activities  (10,257)  (9,934)
Net cash provided by/(used in) financing activities  2,023   (95)
NET DECREASE IN CASH AND CASH EQUIVALENTS  (42)  (512)  (10)  (63)
CASH AND CASH EQUIVALENTS—Beg of period  78   626 
CASH AND CASH EQUIVALENTS—Beginning of period  47   78 
CASH AND CASH EQUIVALENTS—End of period $36  $114  $37  $15 

 

See notes to unaudited condensed consolidated financial statements.

 

6 4
 

 

RHINO RESOURCE PARTNERS LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBERJUNE 30, 20162017 AND DECEMBER 31, 20152016 AND FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBER
JUNE 30, 20162017 AND 20152016

 

1. BASIS OF PRESENTATION AND ORGANIZATION

 

Basis of Presentation and Principles of Consolidation— The accompanying unaudited interim financial statements include the accounts of Rhino Resource Partners LP and its subsidiaries (the “Partnership”). Intercompany transactions and balances have been eliminated in consolidation.

 

Unaudited Interim Financial Information—The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. The condensed consolidated statement of financial position as of SeptemberJune 30, 2016,2017, condensed consolidated statements of operations and comprehensive income for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 and the condensed consolidated statements of cash flows for the ninesix months ended SeptemberJune 30, 20162017 and 20152016 include all adjustments that the Partnership considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated statement of financial position as of December 31, 20152016 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). The Partnership filed its Annual Report on Form 10-K for the year ended December 31, 20152016 with the Securities and Exchange Commission (“SEC”), which included all information and notes necessary for such presentation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year or any future period. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 20152016 filed with the SEC.

Reclassifications.Certain prior year amounts have been reclassified to discontinued operations on the unaudited condensed consolidated statements of operations and comprehensive income related to the disposal of the Elk Horn coal leasing business during 2016. See Note 3 for further information on the Elk Horn disposal.

Debt Classification— The Partnership evaluated its amended and restated senior secured credit facility at June 30, 2017 to determine whether this debt liability should be classified as a long-term or current liability on the Partnership’s unaudited condensed consolidated statements of financial position. On May 13, 2016, the Partnership entered into a fifth amendment (the “Fifth Amendment”) of its amended and restated agreement that initially extended the term of the senior secured credit facility to July 31, 2017. Per the Fifth Amendment, the term of the credit facility automatically extended to December 31, 2017 when the revolving credit commitments were reduced to $55 million or less as of December 31, 2016. As of December 31, 2016, the Partnership had met the requirements to extend the maturity date of the credit facility to December 31, 2017. Since the credit facility has an expiration date of December 2017, the Partnership determined that its credit facility debt liability at June 30, 2017 and December 31, 2016 of $12.3 million and $10.0 million, respectively, should be classified as a current liability on its unaudited condensed consolidated statements of financial position. The classification of the credit facility balance as a current liability raises substantial doubt of the Partnership’s ability to continue as a going concern for the next twelve months. The Partnership is considering alternative financing options that could result in a new long-term credit facility. Since the credit facility has an expiration date of December 31, 2017, the Partnership will have to secure alternative financing to replace its credit facility by the expiration date of December 31, 2017 in order to continue its normal business operations and meet its obligations as they come due. The financial statements do not include any adjustments relating to the recoverability and classification of assets carrying amounts or the amount of and classification of liabilities that may result should the Partnership be unable to continue as a going concern.

 

Organization—Rhino Resource Partners LP is a Delaware limited partnership formed on April 19, 2010 to acquire Rhino Energy LLC (the “Predecessor” or the “Operating Company”). The Operating Company and its wholly owned subsidiaries produce and market coal from surface and underground mines in Kentucky, Ohio, West Virginia, and Utah. The majority of sales are made to domesticelectric utilities and other coal-related organizations in the United States.

Reverse Unit Split

On April 18, 2016, the Partnership completed a 1-for-10 reverse split on its common units and subordinated units. Pursuant to the reverse split, common unitholders received one common unit for every 10 common units owned on April 18, 2016 and subordinated unitholders received one subordinated unit for every 10 subordinated units owned on April 18, 2016. All common and subordinated units, net income (loss) per unit and distribution per unit references included herein have been adjusted as if the change took place before the date of the earliest transaction reported. Any fractional units resulting from the reverse unit split were rounded to the nearest whole unit.

Royal Energy Resources, Inc. Acquisition

 

On January 21, 2016, a definitive agreement (“Definitive Agreement”) was completed between Royal Energy Resources, Inc. (“Royal”) and Wexford Capital LP (“Wexford Capital”) whereby Royal acquired 6,769,112676,911 issued and outstanding common units of the Partnership from Wexford Capital for $3.5 million. The Definitive Agreement also included the committed acquisition by Royal within sixty days from the date of the Definitive Agreement of all of the issued and outstanding membership interests of Rhino GP LLC, the general partner of the Partnership (the “General Partner”), as well as 9,455,252945,525 issued and outstanding subordinated units of the Partnership from Wexford Capital for $1.0 million.

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On March 17, 2016, Royal completed the acquisition of all of the issued and outstanding membership interests of Rhino GP LLCthe General Partner as well as the 9,455,252945,525 issued and outstanding subordinated units from Wexford Capital. Royal obtained control of, and a majority limited partner interest, in the Partnership with the completion of this transaction.

 

On March 21, 2016, the Partnership and Royal entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Partnership issued 60,000,0006,000,000 common units in the Partnership to Royal in a private placement at $0.15$1.50 per common unit for an aggregate purchase price of $9.0 million. Royal paid the Partnership $2.0 million in cash and delivered a promissory note payable to the Partnership (“Rhino Promissory Note”) in the amount of $7.0 million. The promissory note iswas payable in three installments: (i) $3.0 million on July 31, 2016; (ii) $2.0 million on or before September 30, 2016 and (iii) $2.0 million on or before December 31, 2016. In the event the disinterested members of the board of directors of the General Partner determine that the Partnership does not need the capital that would be provided by either or both installments set forth in (ii) and (iii) above, in each case, the Partnership has the option to rescind Royal’s purchase of 13,333,3331,333,333 common units and the applicable installment will not be payable (each, a “Rescission Right”). If the Partnership fails to exercise a Rescission Right, in each case, the Partnership has the option to repurchase 13,333,3331,333,333 common units at $0.30$3.00 per common unit from Royal (each, a “Repurchase Option”). The Repurchase Options terminate on December 31, 2017. Royal’s obligation to pay any installment of the promissory note is subject to certain conditions, including that the Operating Company has entered into an agreement to extend the amended and restated credit agreement, as amended, to a date no sooner than December 31, 2017. In the event such conditions are not satisfied as of the date each installment is due, Royal has the right to cancel the remaining unpaid balance of the promissory note in exchange for the surrender of such number of common units equal to the principal balance of the promissory note divided by $0.15. On May 13, 2016 and September 30, 2016, Royal paid the Partnership $3.0 million and $2.0 million, respectively, for the promissory note installments that were due July 31, 2016 and September 30, 2016, respectively. The payments were made in relation to the fifth amendmentFifth Amendment of the amended and restated credit agreement completed on May 13, 2016. See Note 8 for more information on the fifth amendmentFifth Amendment to the amended and restated credit agreement. On December 30, 2016, the Partnership modified the Securities Purchase Agreement with Royal for the final $2.0 million payment due on or before December 31, 2016 to extend the due date to December 31, 2018 (see “Letter Agreement” discussion below).

Option Agreement-Armstrong Energy

 

On SeptemberDecember 30, 2016, the Partnership entered into an equity exchangeoption agreement (the “Agreement”“Option Agreement”) with Royal, Rhino ResourceResources Partners Holdings, LLC (“Rhino Holdings”), an entity wholly owned by certain investment partnerships managed by Yorktown Partners LLC (“Yorktown”), and the General Partner. Investment partnerships managed by Yorktown ownUpon execution of the Option Agreement, the Partnership received an option (the “Call Option”) from Rhino Holdings to acquire substantially all of the outstanding common stock of Armstrong Energy, Inc. (“Armstrong Energy”), a coal producing company with mines located that is currently owned by investment partnerships managed by Yorktown, representing approximately 97% of the outstanding common stock of Armstrong Energy. The Option Agreement stipulates that the Partnership can exercise the Call Option no earlier than January 1, 2018 and no later than December 31, 2019. In exchange for Rhino Holdings granting the Partnership the Call Option, the Partnership issued 5.0 million common units, representing limited partner interests in the Illinois Basin in western Kentucky.Partnership (the “Call Option Premium Units”) to Rhino Holdings upon the execution of the Option Agreement. The Option Agreement contemplates that prior to closing, Yorktown will contribute its shares ofstipulates the Partnership can exercise the Call Option and purchase the common stock of Armstrong Energy to Rhino Holdings. At the closing, Rhino Holdings will contribute those shares to the Partnership in exchange for 10 million newlya number of common units to be issued to Rhino Holdings, which when added with the Call Option Premium Units, will result in Rhino Holdings owning 51% of the fully diluted common units of the Partnership. The Agreementpurchase of Armstrong Energy through the exercise of the Call Option would also contemplates that the General Partner, currently owned and controlled byrequire Royal will issueto transfer a 50%51% ownership ofinterest in the General Partner to Rhino Holdings in connectionHoldings. The Partnership’s ability to exercise the Call Option is conditioned upon (i) sixty (60) days having passed since the entry by Armstrong Energy into an agreement with its bondholders to restructure its bonds and (ii) the issuanceamendment of the common unitsPartnership’s revolving credit facility to permit the acquisition of Armstrong Energy.

The Option Agreement also contains an option (the “Put Option”) granted by the Partnership to Rhino Holdings whereby Rhino Holdings has the right, but not the obligation, to cause the Partnership to purchase substantially all of the Partnership for theoutstanding common stock of Armstrong Energy. ClosingEnergy from Rhino Holdings under the same terms and conditions discussed above for the Call Option. The exercise of the AgreementPut Option is conditioneddependent upon (i) the current bondholders ofentry by Armstrong Energy agreeinginto an agreement with its bondholders to restructure theirits bonds and (ii) the Partnership refinancing its amendedtermination and restatedrepayment of any outstanding balance under the Partnership’s revolving credit agreement with funds from an equity investment into the Partnership to be arranged by Rhino Holdings. facility.

The Agreement is also subject to other standard closing conditions and required approvals. TheOption Agreement contains customary covenants, representations and warranties and indemnification obligations for breaches of, orlosses arising from the inaccuracy of representations or warranties or breaches of covenants contained in the Option Agreement, the Seventh Amendment (defined below) and associated agreements. Thethe GP Amendment (defined below). Upon the request by Rhino Holdings, the Partnership haswill also agreed to enter into a registration rights agreement with Rhino Holdings that provides Rhino Holdings with the right to demand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights. The Agreement may be terminated by the mutual written consentrights for as long as Rhino Holdings owns at least 10% of the Partnership and Rhino Holdings or by either the Partnership or Rhino Holdings if: (i) the closing has not occurred on or before December 31, 2016 (unless the closing is as a result of such terminating party’s inability or failure to satisfy the conditionsoutstanding common units.

Pursuant to the closing or ifOption Agreement, the non-terminating party has filed an action seeking specific performance); (ii) a law or order issued by a governmental authority preventsSecond Amended and Restated Limited Liability Company Agreement of our general partner was amended (“GP Amendment”). Pursuant to the closing from occurring (unless such law or order resulted from such party’s failureGP Amendment, Mr. Bryan H. Lawrence was appointed to perform its obligations under the Agreement); (iii) the board of directors of our general partner as a designee of Rhino Holdings and Rhino Holdings has the General Partner failsright to approveappoint an additional independent director. Rhino Holdings has the transactionsright to appoint two members to the board of directors of our general partner for as long as it continues to own 20% of the common units on an undiluted basis. The GP Amendment also provided Rhino Holdings with the authority to consent to any delegation of authority to any committee of the board of our general partner. Upon the exercise of the Call Option or transaction documents contemplatedthe Put Option, the Second Amended and Restated Limited Liability Company Agreement of our general partner, as amended, will be further amended to provide that Royal and Rhino Holdings will each have the ability to appoint three directors and that the remaining director will be the chief executive officer of our general partner unless agreed otherwise.

Series A Preferred Unit Purchase Agreement

On December 30, 2016, the Partnership entered into a Series A Preferred Unit Purchase Agreement (the “Preferred Unit Agreement”) with Weston Energy LLC (“Weston”), an entity wholly owned by certain investment partnerships managed by Yorktown, and Royal. Under the Agreement; or (iv)Preferred Unit Agreement, Weston and Royal purchased 1,300,000 and 200,000, respectively, of Series A preferred units representing limited partner interests in the Partnership at a price of $10.00 per Series A preferred unit. The Series A preferred units have the preferences, rights and obligations set forth in the Amended and Restated Partnership Agreement. Weston and Royal paid cash of $11.0 million and $2.0 million, respectively, to the Partnership and Weston assigned to the Partnership a $2.0 million note receivable from Royal originally dated September 30, 2016 (the “Weston Promissory Note”).

The Preferred Unit Agreement contains customary representations, warrants and covenants, which include among other things, that, for as long as the Series A preferred units are outstanding, the Partnership will cause CAM Mining, LLC (“CAM Mining”), which comprises the Partnership’s Central Appalachia segment, to conduct its business in the ordinary course consistent with past practice and use reasonable best efforts to maintain and preserve intact its current organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with CAM Mining.

The Preferred Unit Agreement stipulates that upon the request of the holder of the majority of the Partnership’s credit facility failcommon units following their conversion from Series A preferred units, as outlined in the Amended and Restated Partnership Agreement (defined below), the Partnership will enter into a registration rights agreement with such holder. Such majority holder has the right to approvedemand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights.

Letter Agreement Regarding Rhino Promissory Note and Weston Promissory Note

On December 30, 2016, the transactionsPartnership and transaction documents contemplatedRoyal entered into a letter agreement whereby they extended the maturity dates of the Weston Promissory Note and the final installment payment of the Rhino Promissory Note to December 31, 2018. The letter agreement further provides that the aggregate $4.0 million balance of the Weston Promissory Note and Rhino Promissory Note may be converted at Royal’s option into a number of shares of Royal’s common stock equal to the outstanding balance multiplied by seventy-five percent (75%) of the volume-weighted average closing price of Royal’s common stock for the 90 days preceding the date of conversion (“Royal VWAP”), subject to a minimum Royal VWAP of $3.50 and a maximum Royal VWAP of $7.50.

Fourth Amended and Restated Agreement of Limited Partnership of Rhino Resource Partners LP

On December 30, 2016, the general partner entered into the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (“Amended and Restated Partnership Agreement”) to create, authorize and issue the Series A preferred units.

The Series A preferred units are a new class of equity security that rank senior to all classes or series of equity securities of the Partnership with respect to distribution rights and rights upon liquidation. The holders of the Series A preferred units shall be entitled to receive annual distributions equal to the greater of (i) 50% of the CAM Mining free cash flow (as defined below) and (ii) an amount equal to the number of outstanding Series A preferred units multiplied by $0.80. “CAM Mining free cash flow” is defined in the Amended and Restated Partnership Agreement as (i) the total revenue of the Partnership’s Central Appalachia business segment, minus (ii) the cost of operations (exclusive of depreciation, depletion and amortization) for the Partnership’s Central Appalachia business segment, minus (iii) an amount equal to $6.50, multiplied by the Agreement.aggregate number of coal tons sold by the Partnership from its Central Appalachia business segment. If the Partnership fails to pay any or all of the distributions in respect of the Series A preferred units, such deficiency will accrue until paid in full and the Partnership will not be permitted to pay any distributions on its partnership interests that rank junior to the Series A preferred units, including its common units. The parties anticipate the AgreementSeries A preferred units will be consummatedliquidated in accordance with their capital accounts and upon liquidation will be entitled to distributions of property and cash in accordance with the balances of their capital accounts prior to such distributions to equity securities that rank junior to the Series A preferred units.

The Series A preferred units will vote on an as-converted basis with the common units, and the Partnership will be restricted from taking certain actions without the consent of the holders of a majority of the Series A preferred units, including: (i) the issuance of additional Series A preferred units, or securities that rank senior or equal to the Series A preferred units; (ii) the sale or transfer of CAM Mining or a material portion of its assets; (iii) the repurchase of common units, or the issuance of rights or warrants to holders of common units entitling them to purchase common units at less than fair market value; (iv) consummation of a spin off; (v) the incurrence, assumption or guaranty of indebtedness for borrowed money in excess of $50.0 million except indebtedness relating to entities or assets that are acquired by the Partnership or its affiliates that is in existence at the time of such acquisition or (vi) the modification of CAM Mining’s accounting principles or the financial or operational reporting principles of the Partnership’s Central Appalachia business segment, subject to certain exceptions.

The Partnership will have the option to convert the outstanding Series A preferred units at any time on or beforeafter the time at which the amount of aggregate distributions paid in respect of each Series A preferred unit exceeds $10.00 per unit. Each Series A preferred unit will convert into a number of common units equal to the quotient (the “Series A Conversion Ratio”) of (i) the sum of $10.00 and any unpaid distributions in respect of such Series A Preferred Unit divided by (ii) 75% of the volume-weighted average closing price of the common units for the preceding 90 trading days (the “VWAP”); provided however, that the VWAP will be capped at a minimum of $2.00 and a maximum of $10.00. On December 31, 2016.2021, all outstanding Series A preferred units will convert into common units at the then applicable Series A Conversion Ratio.

 

10 6
 

Delisting of Common Units from NYSE

 

On April 18, 2016, the Partnership completed a 1-for-10 reverse split on its common units and subordinated units. Pursuant to the reverse split, common unitholders received one common unit for every 10 common units owned on April 18, 2016 and subordinated unitholders received one subordinated unit for every 10 subordinated units owned on April 18, 2016. Any fractional units resulting from the reverse unit split were rounded to the nearest whole unit. The reverse unit split was intended to increase the market price per unit of Rhino’s common units in order to comply withDecember 17, 2015, the New York Stock Exchange’sExchange (“NYSE”) continued listing standards.

As previously reported, on December 17, 2015,notified the Partnership was notified by the NYSE that the NYSE had determined to commence proceedings to delist its common units from the NYSE as a result of the Partnership’s failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million.million for our common units. The NYSE also suspended the trading of the Partnership’s common units at the close of trading on December 17, 2015.

On January 4, 2016, the Partnership filed an appeal with the NYSE to review the suspension and delisting determination of itsthe Partnership’s common units. The NYSE held a hearing regarding the Partnership’sour appeal on April 20, 2016 and affirmed its prior decision to delist the Partnership’s common units.

On April 27, 2016, the NYSE filed with the SEC a notification of removal from listing and registration on Form 25 to delist the Partnership’s common units and terminate the registration of the Partnership’sits common units under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective on May 9, 2016. The Partnership’s common units trade on the OTCQB Marketplace under the ticker symbol “RHNO.”

 

7

The Partnership is exploring the possibility of listing its common units on the NASDAQ Stock Market (“NASDAQ”), pending its capability to meet the NASDAQ initial listing standards.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL

 

Investments in Unconsolidated Affiliates. Investments in other entities are accounted for using the consolidation, equity method or cost basis depending upon the level of ownership, the Partnership’s ability to exercise significant influence over the operating and financial policies of the investee and whether the Partnership is determined to be the primary beneficiary of a variable interest entity. Equity investments are recorded at original cost and adjusted periodically to recognize the Partnership’s proportionate share of the investees’ net income or losses after the date of investment. Any losses from the Partnership’s equity method investments are absorbed by the Partnership based upon its proportionate ownership percentage. If losses are incurred that exceed the Partnership’s investment in the equity method entity, then the Partnership must continue to record its proportionate share of losses in excess of its investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

In May 2008, the Operating Company entered into a joint venture, Rhino Eastern LLC (“Rhino Eastern”), with an affiliate of Patriot Coal Corporation (“Patriot”) to acquire the Eagle mining complex located in Central Appalachia. The Partnership accounted for the investment in the joint venture and its results of operations under the equity method. In January 2015, the Partnership completed a Membership Transfer Agreement (the “Transfer Agreement”) with an affiliate of Patriot that terminated the Rhino Eastern joint venture. Pursuant to the Transfer Agreement, Patriot sold and assigned its 49% membership interest in the Rhino Eastern joint venture to the Partnership and, in consideration of this transfer, Patriot received certain fixed assets, leased equipment and coal reserves associated with the mining area previously operated by the Rhino Eastern joint venture. Patriot also assumed substantially all of the active workforce related to the Eagle mining area that was previously employed by the Rhino Eastern joint venture. The Partnership retained approximately 34 million tons of coal reserves that are not related to the Eagle mining area as well as a prepaid advanced royalty balance. As part of the closing of the Transfer Agreement, the Partnership and Patriot agreed to a dissolution payment based upon a final working capital adjustment calculation as defined in the Transfer Agreement. Refer to Note 16 for information on the financial statement impact of the Rhino Eastern dissolution completed in January 2015.

In December 2012, the Partnership made an initial investment of approximately $2.0 million in a new joint venture, Muskie Proppant LLC (“Muskie”), with affiliates of Wexford Capital. Muskie was formed to provide sand for fracking operations to drillers in the Utica Shale region and other oil and natural gas basins in the United States. The Partnership accounted for the investment in the joint venture and results of operations under the equity method. In November 2014, the Partnership contributed its interest in Muskie to Mammoth Energy Partners LP (“Mammoth”), which is discussed below.

In November 2014, the Partnership contributed its investment interest in Muskie to Mammoth Energy Partners LP (“Mammoth”) in return for a limited partner interest in Mammoth. Mammoth was formed to own various companies that provide services to companies, which engage in the exploration and development of North American onshore unconventional oil and natural gas reserves. Mammoth’s companies provide services that include completion and production services, contract land and directional drilling services and remote accommodation services. The non-cash transaction was a contribution of the Partnership’s investment interest in the Muskie entity for an investment interest in Mammoth. Thus, the Partnership determined that the non-cash exchange of the Partnership’s ownership interest in Muskie did not result in any gain or loss. As of September 30, 2016 and 2015, the Partnership has recorded its investment in Mammoth of $1.9 million as a long-term asset, which the Partnership records as a cost method investment based upon its ownership percentage. In October 2016, the Partnership contributed its limited partner interests in Mammoth to Mammoth Energy Services, Inc. (NASDAQ: TUSK) (“Mammoth Inc.”) in exchange for 234,300 shares of common stock of Mammoth, Energy Services, Inc. See Subsequent Events Note 18 for further details. The Partnership has included its investment in Mammoth and its prior investment in Muskie in its Other category for segment reporting purposes.

8

 

In September 2014, the Partnership made an initial investment of $5.0 million in a new joint venture, Sturgeon Acquisitions LLC (“Sturgeon”), with affiliates of Wexford Capital and Gulfport Energy Corporation (NASDAQ: GPOR) (“Gulfport”), a publicly traded company. Sturgeon subsequently acquired 100% of the outstanding equity interests of certain limited liability companies located in Wisconsin that provide frac sand for oil and natural gas drillers in the United States.. The Partnership accounts for the investment in thethis joint venture and results of operations under the equity method.method based upon its ownership percentage. The Partnership recorded its proportionate share of the operating income for this investment for the three and six months ended June 30, 2017 of approximately $40,000 and $36,000, respectively. The Partnership recorded its proportionate share of the operating (loss) for Sturgeon for the three and ninesix months ended SeptemberJune 30, 2016 of approximately ($27,000)26,000) and ($0.1) million, respectively. TheIn June 2017, the Partnership contributed its limited partner interests in Sturgeon to Mammoth Inc. in exchange for 336,447 shares of common stock of Mammoth Inc. As of June 30, 2017, the Partnership owned 568,794 shares of Mammoth Inc.

As of June 30, 2017 and December 31, 2016, the Partnership recorded a fair market value adjustment of $2.0 million and $1.6 million, respectively, for its proportionate shareavailable-for-sale investment in Mammoth Inc. based on the market value of the operating income for Sturgeon forshares at June 30, 2017 and December 31, 2016, respectively, which was recorded in Other Comprehensive Income. As of June 30, 2017 and December 31, 2016, the three and nine months ended September 30, 2015 of approximately $0.1 million and $0.3 million, respectively.Partnership has recorded its investment in Mammoth Inc. as a short-term asset, which the Partnership has classified as available-for-sale. The Partnership has included the operating activities ofits investment in Mammoth Inc. and its prior investment in Muskie and Sturgeon in its Other category for segment reporting purposes.

 

Recently Issued Accounting Standards.In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 clarifies the principles for recognizing revenue and establishes a common revenue standard for U.S. financial reporting purposes. The guidance in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605,Revenue Recognition, and most industry-specific accounting guidance. Additionally, ASU 2014-09 supersedes some guidance included in ASC 605-35,Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of ASC 360,Property, Plant, and Equipment, and intangible assets within the scope of ASC 350,Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in ASU 2014-09. In July 2015, the FASB approved to defer the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09 will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Partnership is evaluating the requirements of this new accounting guidance.

 

In January 2015,February 2016, the FASB issued ASU 2015-01, “Income Statement-Extraordinary2016-02,Leases (Topic 842). ASU 2016-02 requires that lessees recognize all leases (other than leases with a term of twelve months or less) on the balance sheet as lease liabilities, based upon the present value of the lease payments, with corresponding right of use assets. ASU 2016-02 also makes targeted changes to other aspects of current guidance, including identifying a lease and Unusual Items”. ASC 225-20, Income Statement—Extraordinarylease classification criteria as well as the lessor accounting model, including guidance on separating components of a contract and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. ASU 2015-01 eliminatesconsideration in the concept of extraordinary items.contract. The amendments in ASU 2015-01 are2016-02 will be effective for fiscal years,the Partnership on January 1, 2019 and interim periods within those fiscal years,will require modified retrospective application as of the beginning after December 15, 2015. A reporting entity may applyof the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periodsearliest period presented in the financial statements. Early adoptionapplication is permitted provided that the guidancepermitted. The Partnership is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The adoption of ASU 2015-01 on January 1, 2016 did not have a material impact on the Partnership’s financial statements.currently evaluating this guidance.

 

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In February 2015,August 2016, the FASB issued ASU 2015-02, “Consolidation”2016-15,Statement of Cash Flows (Topic 230):Classification of Certain Cash Receipts and Cash Payments. ASU 2015-02 affects reporting entities2016-15 provides guidance on eight cash flow issues, including debt prepayment or debt extinguishment costs. ASU 2016-15 requires that are requiredcash payments related to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation underdebt prepayments or debt extinguishments, excluding accrued interest, be classified as a financing activity rather than an operating activity even when the revised consolidation model. Specifically,effects enter into the amendmentsdetermination of ASU 2015-02: a) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, b) eliminate the presumption that a general partner should consolidate a limited partnership, c) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and d) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts thenet income. The amendments in an interim period, any adjustments shouldASU 2016-15 will be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this Update using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The adoption of ASU 2015-02effective on January 1, 2016 did not have a material impact on the Partnership’s financial statements.2018 and must be applied retrospectively. Early application is permitted. The Partnership is currently evaluating this guidance.

 

In April 2015,January 2017, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30)-Simplifying the Presentation of Debt Issuance Costs”2017-01,Business Combinations (Topic 805). ASU 2015-03 requires that debt issuance costs related2017—01 clarifies the definition of a business with the objective of adding guidance to a recognized debt liabilityassist entities with evaluating whether transactions should be presented in the balance sheetaccounted for as a direct deduction from the carrying amountacquisitions (or disposals) of that debt liability, consistent with debt discounts. Prior toassets or businesses. ASU 2015-03, debt issuance costs have been presented in the balance sheet as a deferred charge, or asset. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and2017, including interim periods within those fiscal years. Early adoption of ASU 2015-03The Partnership is permitted for financial statements that have not been previously issued. In addition, ASU 2015-03 requires entities to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the newcurrently evaluating this guidance. The adoption of ASU 2015-03 on January 1, 2016 did not have a material impact on the Partnership’s financial statements.

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3. DISCONTINUED OPERATIONS

 

Elk Horn Coal Leasing

In August 2016, the Partnership entered into an agreement to sell its Elk Horn coal leasing company (“Elk Horn”) to a third party for total cash consideration of $12.0 million. The Partnership received $10.5 million in cash consideration upon the closing of the Elk Horn transaction and the remaining $1.5 million of consideration will be paid in ten equal monthly installments of $150,000 on the 20th20th of each calendar month beginning on September 20, 2016. Elk Horn is a coal leasing company located in eastern Kentucky that has provided the Partnership with coal royalty revenues from coal properties owned by Elk Horn and leased to third-party operators. As of December 31, 2015, Elk Horn controlled approximately 100 million tons of proven and probable steam coal reserves. During the second quarter of 2016, the Partnership evaluated the Elk Horn assets for potential impairment based upon the initial purchase price offered by the buyer and the continued deterioration of the Central Appalachia steam coal markets that had adversely affected Elk Horn’s financial results. The Partnership’s impairment analysis determined that a potential impairment existed since the carrying amount of the Elk Horn long-lived asset group exceeded the cash flows that would be generated from the purchase price offered from the buyer. Based on a market approach used to estimate the fair value of the Elk Horn long-lived asset group, the Partnership recorded total asset impairment charges of approximately $118.7 million related to Coal properties as of June 30, 2016. The disposal of the Elk Horn assets and liabilities in August 2016 resulted in an additionala loss of $0.5 million. The total loss of $119.2$119.9 million from the Elk Horn disposal is recorded onduring the Loss on business disposal line in the Partnership’s unaudited condensed consolidated statements of cash flows for the nine monthsyear ended September 30,December 31, 2016. The total loss on the Elk Horn disposal as well as the previous operating results of Elk Horn have been reclassified and reported on the (Loss)(Gain)/gainloss from discontinued operations line on the Partnership’s unaudited condensed consolidated statements of operations and comprehensive income for the three and ninesix months ended SeptemberJune 30, 2016 and 2015. The current and non-current assets and liabilities previously related to Elk Horn have been reclassified to the appropriate held for sale categories on the Partnership’s unaudited condensed consolidated statements of financial position for the year ended December 31, 2015.2016.

Utica Shale Oil and Natural Gas Assets

Beginning in 2011, the Partnership and an affiliate of Wexford Capital participated with Gulfport to acquire interests in a portfolio of oil and natural gas leases in the Utica Shale, which consisted of a 5% interest in a total of approximately 152,300 gross acres, or approximately 7,615 net acres. In March 2014, the Partnership completed a purchase and sale agreement with Gulfport to sell the Partnership’s oil and natural gas properties in the Utica Shale region. In addition, in January 2014, the Partnership received approximately $8.4 millionMajor components of net proceeds from the sale by Blackhawk Midstream LLC (“Blackhawk”) of its equity interest in two entities, Ohio Gathering Company, LLC and Ohio Condensate Company, LLC, to Summit Midstream Partners, LLC. As part of the joint operating agreement for the Utica Shale investment discussed above, the Partnership had the right to approximately 5% of the proceeds of the sale by Blackhawk. In February 2015, the Partnership received approximately $0.7 million in additional proceeds from the sale by Blackhawk that had been held in escrow. For the nine months ended September 30, 2015, the Partnership recorded the $0.7 million in Income(loss)/income from discontinued operations for the three and six months ended June 30, 2017 and 2016 are summarized as follows:

  Three Months Ended June 30,  Six Months Ended June 30, 
  2017  2016  2017  2016 
Major line items constituting (loss)/income from discontinued operations for the Elk Horn disposal:                
Other revenues $-  $1,127  $-  $2,226 
Total revenues  -   1,127       2,226 
                 
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)  -   499   -   454 
Depreciation, depletion and amortization  -   121   -   326 
Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)  -   82   -   97 
(Gain) on sale/disposal of assets, net  -   -       - 
Loss on asset impairment      118,705   -   118,705 
Interest expense and other  -   5   -   10 
Total costs and expenses  -   119,412   -   119,592 
Loss from discontinued operations before income taxes for the Elk Horn disposal  -   (118,285)  -   (117,366)
Income taxes  -   -        
Net loss from discontinued operations $-  $(118,285) $-  $(117,366)

Cash Flows. The depreciation, depletion and amortization amounts for Elk Horn for each period presented are listed in the unaudited condensed consolidated statementsprevious table. The Partnership did not fund any capital expenditures for Elk Horn for any periods presented. The amortization of operationsElk Horn’s deferred revenue, which was zero and comprehensive income. The gain from$0.7 million for the Blackhawk transactionsix months ended June 30, 2017 and 2016, respectively, is included in the (Gain) on sale/disposal of assets—net line inonly material non-cash operating item for all periods presented. Elk Horn did not have any material non-cash investing items for the operating activities section of the Partnership’s unaudited condensed consolidated statements of cash flows. The proceeds from the Blackhawk transaction are included in the Proceeds from sales of property, plant, and equipment line in the investing activities section of the Partnership’s unaudited condensed consolidated statements of cash flows.six months ended June 30, 2016.

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4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets as of SeptemberJune 30, 20162017 and December 31, 20152016 consisted of the following:

 

  September 30, 2016  December 31, 2015 
  (in thousands) 
Other prepaid expenses $402  $675 
Debt issuance costs—net  -   2,155 
Prepaid insurance  1,969   1,492 
Prepaid leases  97   80 
Supply inventory  872   901 
Deposits  164   164 
Restricted cash from Royal contribution  2,000   - 
Note receivable  1,350   - 
Total Prepaid expenses and other $6,854  $5,467 

  June 30,  December 31, 
  2017  2016 
  (in thousands) 
Other prepaid expenses $1,180  $707 
Debt issuance costs—net  796   1,239 
Prepaid insurance  2,011   1,432 
Prepaid leases  96   77 
Supply inventory  565   614 
Deposits  -   164 
Note receivable-current portion  -   900 
Total Prepaid expenses and other $4,648  $5,133 

Debt issuance costs were included in Prepaid expenses and other current assets as of June 30, 2017 and December 31, 20152016 since the Partnership classified its credit facility balance as a current liability prior to the fifth amendment to the credit facility completed in May 2016. See Note 6 for further information on debt issuance costs and accumulated amortization of debt issuance costs as of September 30, 2016 and December 31, 2015.liability. See Note 8 for further information on the amendments to the amended and restated senior secured credit facility.

 

The $2.0 millionAs of restricted cash relates toDecember 31, 2016, the Royal contribution made to the Partnership on September 30, 2016 and described in Note 1. The contribution was completed after the close of business on September 30, 2016 and was restricted to reduce the Partnership’s outstanding balance on its credit facility balance per the fifth amendment to the Partnership’s amended and restated credit agreement described further in Note 8.

The $1.4 million note receivable relatesbalance of $0.9 million related to the $1.5 million of consideration to be paid in ten equal monthly installments of $150,000 for the Elk Horn sale discussed earlier. The first installmentnote receivable was paid in September 2016.full as of June 30, 2017.

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5. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment, including coal properties and mine development and construction costs, as of SeptemberJune 30, 20162017 and December 31, 20152016 are summarized by major classification as follows:

 

 Useful Lives September 30, 2016 December 31, 2015  Useful
Lives
 June 30,
2017
 December 31,
2016
 
 (in thousands)  (in thousands) 
Land and land improvements   $17,671  $18,285 
Land   $15,973  $16,377 
Mining and other equipment and related facilities 2 - 20 Years  305,186   304,692  2 - 20 Years  313,115   305,626 
Mine development costs 1 - 15 Years  57,365   64,262  1 - 15 Years  57,459   57,392 
Coal properties 1 - 15 Years  68,383   94,390 
Coal properties and oil and natural gas properties 1 - 15 Years  67,989   67,989 
Construction work in process    599   2,680   2,726   1,797 
Total    449,204   484,309   457,262   449,181 
Less accumulated depreciation, depletion and amortization    (261,473)  (258,739)  (276,229)  (266,874)
Net   $187,731  $225,570  $181,033  $182,307 

 

Depreciation expense for mining and other equipment and related facilities, depletion expense for coal properties and oil and natural gas properties, amortization expense for mine development costs, amortization expense for intangible assets and amortization expense for asset retirement costs for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 were as follows:

 

 Three Months Ended September 30, Nine Months Ended September 30,  Three Months Ended June 30, Six Months Ended June 30, 
 2016 2015 2016 2015  2017 2016 2017 2016 
 (in thousands)  (in thousands) 
Depreciation expense-mining and other equipment and related facilities $5,597  $7,194  $15,908  $22,138  $4,384  $5,023  $8,820  $10,310 
Depletion expense for coal properties and oil and natural gas properties  404   307   1,224   1,053   415   427   770   820 
Amortization expense for mine development costs  511   465   1,294   1,545   788   379   1,545   782 
Amortization expense for intangible assets  -   12   -   35 
Amortization expense for asset retirement costs  (23)  (140)  (85)  (315)  22   (19)  172   (61)
Total depreciation, depletion and amortization $6,489  $7,838  $18,341  $24,456  $5,609  $5,810  $11,307  $11,851 

 

Taylorville Land Sale

On December 30, 2015, the Partnership completed the sale of its land surface rights for the Taylorville property in central Illinois for approximately $7.2 million in net proceeds. The sale agreement allows the Partnership to retain the mining permit and control of the proven and probable coal reserves at the Taylorville property as the Partnership has the option to repurchase the rights to the land within seven years from the date of the sale agreement. In accordance with ASC 360-20-40-38,Real Estate Sales - Derecognition, since the Partnership has the option to repurchase the rights to the land, the transaction has been accounted for as a financing arrangement rather than a sale. The Taylorville property is recorded in the unaudited condensed consolidated statements of financial position within the net property, plant and equipment caption and the related liability is recorded in the unaudited condensed consolidated statements of financial position within the other noncurrent liability caption.

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6. INTANGIBLE AND OTHER NON-CURRENT ASSETS

 

Other non-current assets as of SeptemberJune 30, 20162017 and December 31, 20152016 consisted of the following:

 

  September 30, 2016  December 31, 2015 
  (in thousands) 
Deposits and other $185  $138 
Debt issuance costs—net  1,690   - 
Non-current receivable  23,908   23,908 
Note Receivable  -   2,000 
Deferred expenses  223   260 
Total $26,006  $26,306 

Debt issuance costs were included in Prepaid expenses and other current assets as of December 31, 2015 since the Partnership classified its credit facility balance as a current liability prior to the fifth amendment to the credit facility completed in May 2016 and discussed further below (see Note 4 for Prepaid expenses and other current assets). Debt issuance costs were $13.1 million and $11.6 million as of September 30, 2016 and December 31, 2015, respectively. Accumulated amortization of debt issuance costs were $11.4 million and $9.4 million as of September 30, 2016 and December 31, 2015, respectively.

In April 2015, the Partnership entered into a third amendment of its amended and restated senior secured credit facility that reduced the borrowing commitment to $100 million. As part of executing the third amendment to the amended and restated senior secured credit facility, the Operating Company paid a fee of approximately $2.1 million to the lenders in April 2015, which was recorded as an addition to Debt issuance costs. The Partnership wrote-off approximately $0.2 million of its remaining unamortized debt issuance costs since the third amendment reduced the borrowing commitment under the amended and restated senior secured credit facility.

In March 2016, the Partnership entered into a fourth amendment of its amended and restated senior secured credit facility that reduced the borrowing commitment to $80 million. As part of executing the fourth amendment to the amended and restated senior secured credit facility, the Operating Company paid a fee of approximately $0.4 million to the lenders in March 2016, which was recorded as an addition to Debt issuance costs. The Partnership wrote-off approximately $0.2 million of its remaining unamortized debt issuance costs since the fourth amendment reduced the borrowing commitment under the amended and restated senior secured credit facility.

In May 2016, the Partnership entered into a fifth amendment of its amended and restated senior secured credit facility that reduced the borrowing commitment to $75 million. As part of executing the fifth amendment to the amended and restated senior secured credit facility, the Operating Company paid a fee of approximately $1.2 million to the lenders in May 2016, which was recorded as an addition to Debt issuance costs. The Partnership wrote-off approximately $0.1 million of its remaining unamortized debt issuance costs since the fifth amendment reduced the borrowing commitment under the amended and restated senior secured credit facility. See Note 8 for further information on the amendments to the amended and restated senior secured credit facility.

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  June 30,  December 31, 
  2017  2016 
  (in thousands) 
Deposits and other $219  $218 
Due (to)/from Rhino GP  (60)  (573)
Non-current receivable  27,157   27,157 
Deferred expenses  201   216 
Total $27,517  $27,018 

 

Non-current receivable. The non-current receivable balance of $23.9$27.2 million as of SeptemberJune 30, 20162017 and December 31, 20152016 consisted of the amount due from the Partnership’s workers’ compensation insurance providers for potential claims against the Partnership that are the primary responsibility of the Partnership, which are covered under the Partnership’s insurance policies. The $23.9$27.2 million is also included in the Partnership’s accrued workers’ compensation benefits liability balance, which is included in the other non-current liabilities section of the Partnership’s unaudited condensed consolidated statements of financial position. The Partnership presents this amount on a gross asset and liability basis since a right of setoff does not exist per the accounting guidance in ASC Topic 210,Balance Sheet. This presentation has no impact on the Partnership’s results of operations or cash flows.

 

TheNote receivable-related party. In connection with the Series A preferred units issued in December 2016, Weston assigned to the Partnership recorded a $2.0 million note receivable and related accrued interest from Royal originally dated September 30, 2016. See Note 1 for further information on the Series A preferred units and the assignment of the note receivable.

Call Option-Armstrong Energy. As discussed in Note 1, the Partnership and Rhino Holdings executed an Option Agreement in December 2016 where the Partnership received a third partyCall Option from Rhino Holdings to acquire substantially all of the outstanding common stock of Armstrong Energy. In exchange for Rhino Holdings granting the Partnership the Call Option, the Partnership issued 5.0 million common units to Rhino Holdings upon the execution of the Option Agreement. The Partnership valued the Call Option at December 31, 2015 related to$21.8 million based upon the saleclosing price of the Partnership’s Deane mining complex in eastern Kentucky. The note accrued interest with initial interest payments due beginning June 2016 andpublicly traded common units on the final principal due December 31, 2017. date the Option Agreement was executed.

The Partnership has not received anydetermined the value of the scheduled interest payments from the third party as of Septembercommon units issued at December 30, 2016 of $21.8 million constituted an amount that would be applied to the potential acquisition of Armstrong Energy, as discussed in Note 1. Because facts and ongoing discussions withcircumstances, including the third party indicated itlikelihood of consummation of the contemplated transaction, have not changed substantially since the agreement was more likely than not thatexecuted, the Partnership would not receivehas concluded that there has been no substantial change in the balancevalue of the note receivable. While the Partnership continues discussions with the third party for collection of the note receivable, the Partnership recorded a $2.0 million reserve against the note receivable as of September 30, 2016.

Call Option.

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities as of SeptemberJune 30, 20162017 and December 31, 20152016 consisted of the following:

 

 June 30, December 31, 
 September 30, 2016 December 31, 2015  2017 2016 
 (in thousands)  (in thousands) 
Payroll, bonus and vacation expense $1,106  $1,439  $2,191  $1,496 
Non income taxes  2,595   2,993   3,608   2,252 
Royalty expenses  1,656   1,566   2,235   1,617 
Accrued interest  1,039   571   605   601 
Health claims  688   817   713   630 
Workers’ compensation & pneumoconiosis  1,150   1,150   2,450   2,450 
Accrued insured litigation claims  302   266   26   277 
Preferred unit distribution  2,473   - 
Other  565   2,247   727   740 
Total $9,101  $11,049  $15,028  $10,063 

 

The $0.3 million$26,000 and $277,000 accrued for insured litigation claims as of SeptemberJune 30, 20162017 and December 31, 20152016, respectively, consists of probable and estimable litigation claims that are the primary obligation of the Partnership. The amount accrued for litigation claims is also due from the Partnership’s insurance providers and is included in Accounts receivable, net of allowance for doubtful accounts on the Partnership’s unaudited condensed consolidated statements of financial position. The Partnership presents this amount on a gross asset and liability basis, as a right of setoff does not exist per the accounting guidance in ASC Topic 210,Balance Sheet. This presentation has no impact on the Partnership’s results of operations or cash flows.

 

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8. DEBT

 

Debt as of SeptemberJune 30, 20162017 and December 31, 20152016 consisted of the following:

 

 June 30, December 31, 
 September 30, 2016 December 31, 2015  2017 2016 
 (in thousands)  (in thousands) 
Senior secured credit facility with PNC Bank, N.A. $30,350  $41,200  $12,290  $10,040 
Other notes payable  -   2,874   -   - 
Total  30,350   44,074   12,290   10,040 
Less current portion  -   (41,479)  (12,290)  (10,040)
Long-term debt $30,350  $2,595  $-  $- 

 

Senior Secured Credit Facility with PNC Bank, N.A.—On July 29, 2011, the Operating Company andPartnership executed the Partnership, as a guarantor, executed an amended and restated senior secured credit facility with PNC Bank, N.A., as administrative agent,agreement (as amended, the “Amended and a group of lenders, which are parties thereto.Restated Credit Agreement”). The maximum availability under the amended and restated credit facility was $300.0 million, with a one-time option to increase the availability by an amount not to exceed $50.0 million. Of the $300.0 million, $75.0 million was available for letters of credit. As described below, inIn April 2015, March 2016 and May 2016, the amended and restated credit facilityagreement was amended and the borrowing commitment under the facility was reduced to $75$100.0 million withand the amount available for letters of credit was reduced to $30$50.0 million. Borrowings under the facility bear interest, which per theAs described below, in March 2016 amendment described further below, is based upon the current PRIME rate plus an applicable margin of 3.50%. As part of the agreement, the Operating Company is required to pay a commitment fee on the unused portion of the borrowing availability. Borrowings on the amended and restated senior secured credit facility are collateralized by all of the unsecured assets of the Partnership. The amended and restated senior secured credit facility requires the Partnership to maintain certain minimum financial ratios and contains certain restrictive provisions, including among others, restrictions on making loans, investments and advances, incurring additional indebtedness, guaranteeing indebtedness, creating liens and selling or assigning stock. The Partnership was in compliance with all covenants contained in the amended and restated senior secured credit facility as of and for the twelve-month period ended September 30, 2016. Per the May 2016, amendment described further below, the amended and restated senior secured credit facility is set to expire on July 31, 2017, with the possibility to extend the facility to December 31, 2017 if certain conditions are met as described below.

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In April 2015, the Partnership entered into a third amendment of its amended and restated senior secured credit facility. The third amendment reduced the borrowing commitment under the credit facility was further reduced to a maximum of $100$80.0 million and reduced$75.0 million, respectively, and the amount available for letters of credit was reduced to $50 million. The third amendment also provides that the disposition of any assets by the Partnership consisting of net cash proceeds up to an aggregate $35 million shall reduce the total commitment under the facility on a dollar-for-dollar basis by up to a total of $10 million, and any dispositions of assets in excess of $35 million in the aggregate shall reduce the commitment under the facility on a dollar-for-dollar basis. The third amendment limits the Partnership’s quarterly distributions to a maximum of $0.035 per unit unless (i) the pro forma leverage ratio of the Partnership, immediately prior to and after giving effect to such distribution, is less than or equal to 3.0 to 1.0 and (ii) the amount of borrowings available under the credit facility, immediately prior to and after giving effect to such distribution, is at least $20$30.0 million. In addition, the third amendment removed the interest coverage ratio covenant and replaced it with a minimum fixed charge coverage ratio, which consists of the ratio of consolidated EBITDA minus maintenance capital expenditures to fixed charges. Fixed charges are defined in the third amendment to include the sum of cash interest expense, scheduled principal installments on indebtedness (as adjusted for prepayments), dividends and distributions. Commencing with the quarter ended September 30, 2015, the fixed charge coverage ratio for the trailing four quarters must be a minimum of 1.1 to 1.0. The third amendment also limits any investments made by the Partnership, including investments in hydrocarbons, to $10 million provided that the leverage ratio is less than or equal to 3.0 to 1.0 and the borrowers’ available liquidity is at least $20 million. The third amendment does not permit the Partnership to issue any new equity of the Partnership unless the proceeds of such equity issuance are used to reduce the outstanding borrowings under the facility. Issuances of equity under the Partnership’s long-term incentive plan are excluded from this requirement. The third amendment limits the amount of the Partnership’s capital expenditures to $20.0 million for fiscal year 2015 and limits capital expenditures to $27.5 million for each fiscal year after 2015. However, to the extent that capital expenditures for any fiscal year are less than indicated above, the Partnership may increase the following year’s capital expenditures by the lesser of such unused amount or $5.0 million. As part of executing the third amendment to the amended and restated senior secured credit facility, the Operating Company paid a fee of approximately $2.1 million to the lenders in April 2015, which was recorded in Debt issuance costs in Other non-current assets on the Partnership’s unaudited condensed consolidated statements of financial position. In addition, the Partnership recorded a non-cash charge of approximately $0.2 million to write-off a portion of its unamortized debt issuance costs since the third amendment reducedas described below, the borrowing commitment under the amendedfacility was further reduced by amendments in July 2016 and restated senior securedDecember 2016 to $46.3 million as of June 30, 2017. The amount available for letters of credit facility, which was recorded in Interest expense on the Partnership’s unaudited condensed consolidated statements of operations and comprehensive income.unchanged from these amendments.

 

InOn March 17, 2016, the Partnership entered into a fourth amendment (the “Fourth Amendment”) of itsthe amended and restated senior secured credit facility.agreement. The Fourth Amendment amended the definition of change of control in the amended and restated credit agreement to permit Royal to purchase the membership interests of the General Partner and set the expiration of the facility to July 29, 2016.Partner. The Fourth Amendment reduced the borrowing capacity under the credit facility to a maximum of $80 million and reduced the amount available for letters of credit to $30 million. The Fourth Amendmentalso eliminated the option to borrow funds utilizing the LIBOR rate plus an applicable margin and establishedestablishes the borrowing rate for all borrowings under the facility to be based upon the current PRIME rate plus an applicable margin of 3.50%. The Fourth Amendment eliminated the capability to make Swing Loans under the facility and eliminated the ability of the Partnership to pay distributions to its common or subordinated unitholders. The Fourth Amendment altered the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve-month basis, to 6.75 to 1.00. The leverage ratio shall be reduced by 0.50 to 1.00 for every $10 million of net cash proceeds, in the aggregate, received by the Partnership after the date of the Fourth Amendment from a liquidity event; provided, however, that in no event shall the maximum permitted leverage ratio be reduced below 3.00 to 1.00. A liquidity event is defined in the Fourth Amendment as the issuance of any equity by the Partnership on or after the Fourth Amendment effective date (other than the Royal equity contribution discussed above), or the disposition of any assets by the Partnership. The Fourth Amendment requires the Partnership to maintain minimum liquidity of $5 million and minimum EBITDA (as defined in the credit agreement), calculated as of the end of the most recent month, on a trailing twelve month basis, of $8 million. The Fourth Amendment limits the amount of the Partnership’s capital expenditures to $15 million, calculated as of end of the most recent month, on a trailing twelve-month basis. The Fourth Amendment requires the Partnership to provide monthly financial statements and a weekly rolling thirteen-week cash flow forecast to the administrative agent.

17

On May 13, 2016, the Partnership entered into a fifth amendment (the “Fifth Amendment”) of itsthe amended and restated senior secured credit facility that extendsagreement, which extended the term of the senior secured credit facility to July 31, 2017. Per the Fifth Amendment, the credit facility will be automatically extended to December 31, 2017 if revolving credit commitments are reduced to $55 million or less on or before July 31, 2017. The Fifth Amendment immediately reduces the revolving credit commitments under the credit facility to a maximum of $75 million and maintains the amount available for letters of credit at $30 million. The Fifth Amendment further reduces the revolving credit commitments over time on a dollar-for-dollar basis in amounts equal to each of the following: (i) the face amount of any letter of credit that expires or whose face amount is reduced by any such dollar amount, (ii) the net proceeds received from any asset sales, (iii) the Royal scheduled capital contributions (as outlined below), (iv) the net proceeds from the issuance of any equity by the Partnership up to $20.0 million (other than equity issued in exchange for any Royal contribution as outlined in the Securities Purchase Agreement or the Royal scheduled capital contributions to the Partnership as outlined below) and (v) the proceeds from the incurrence of any subordinated debt. The first $11 million of proceeds received from any equity issued by the Partnership described in clause (iv) above shall also satisfy the Royal scheduled capital contributions as outlined below. The Fifth Amendment requires Royal to contribute $2 million each quarter beginning September 30, 2016 through September 30, 2017 and $1 million on December 1, 2017, for a total of $11 million. The Fifth Amendment further reduces the revolving credit commitments as follows:

Date of ReductionReduction Amount
September 30, 2016The lesser of (i) $2 million or (ii) the positive difference (if any) of $2 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)
December 31, 2016The lesser of (i) $2 million or (ii) the positive difference (if any) of $4 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)
March 31, 2017The lesser of (i) $2 million or (ii) the positive difference (if any) of $6 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)
June 30, 2017The lesser of (i) $2 million or (ii) the positive difference (if any) of $8 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)
September 30, 2017The lesser of (i) $2 million or (ii) the positive difference (if any) of $10 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)
December 1, 2017The lesser of (i) $1 million or (ii) the positive difference (if any) of $11 million minus the proceeds from the issuance of any Partnership equity (excluding any Royal equity contributions)

18

The Fifth Amendment requires that on or before March 31, 2017, the Partnership shall have solicited bids for the potential sale of certain non-core assets, satisfactory to the administrative agent, and provided the administrative agent, and any other lender upon its request, with a description of the solicitation process, interested parties and any potential bids. The Fifth Amendment limits any payments by the Partnership to the General Partner to: (i) the usual and customary payroll and benefits of the Partnership’s management team so long as the Partnership’s management team remains employees of the General Partner, (2) the usual and customary board fees of the General Partner and (3) the usual and customary general and administrative costs and expenses of the General Partner incurred in connection with the operation of its business in an amount not to exceed $0.3 million per fiscal year. The Fifth Amendment limits asset sales to a maximum of $5 million unless the Partnership receives consent from the lenders. The Fifth Amendment alters the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve-month basis, as follows:

PeriodRatio
For the month ending April 30, 2016, through the month ending May 31, 20167.50 to 1.00
For the month ending June 30, 2016, through the month ending August 31, 20167.25 to 1.00
For the month ending September 30, 2016, through the month ending November 30, 20167.00 to 1.00
For the month ending December 31, 2016, through the month ending March 31, 20176.75 to 1.00
For the month ending April 30, 2017, through the month ending June 30, 20176.25 to 1.00
For the month ending July 31, 2017, through the month ending November 30, 20176.0 to 1.00
For the month ending December 31, 20175.50 to 1.00

The leverage ratios above shall be reduced by 0.50 to 1.00 for every $10 million of aggregate proceeds received by the Partnership from: (i) the issuance of equity by the Partnership (excluding any Royal capital contributions) and/or (ii) the proceeds received from the sale of assets, provided that the leverage ratio shall not be reduced below 3.50 to 1.00. The Fifth Amendment removes the $5.0 million minimum liquidity requirement and requires the Partnership to have any deposit, securities or investment accounts with a member of the lending group.

 

In July 2016, the Partnership entered into a sixth amendment (the “Sixth Amendment”) of its amended and restated senior secured credit facilityagreement that permitted the sale of Elk Horn that was discussed earlier. The Sixth Amendment further reduced the maximum commitment amount allowed under the credit facility based on the initial cash proceeds of $10.5 million that were received for the Elk Horn sale. The Sixth Amendment further reduces the maximum commitment amount allowed under the credit facility for the additional $1.5 million to be received from the Elk Horn sale by $375,000 each quarterly period beginning September 30, 2016 through June 30, 2017.2017 for the additional $1.5 million that was to be received from the Elk Horn sale.

 

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In December 2016, the Partnership entered into a seventh amendment of its amended and restated credit agreement (the “Seventh Amendment”). The Seventh Amendment allows for the Series A preferred units as outlined in the Amended and Restated Partnership Agreement. The Seventh Amendment immediately reduces the revolving credit commitments by $11.0 million and provides for additional revolving credit commitment reductions of $2.0 million each on June 30, 2017 and September 30, 2017. The Seventh Amendment further reduces the revolving credit commitments over time on a dollar-for-dollar basis for the net cash proceeds received from any asset sales after the Seventh Amendment date once the aggregate net cash proceeds received exceeds $2.0 million. The Seventh Amendment alters the maximum leverage ratio to 4.0 to 1.0 effective December 31, 2016 through May 31, 2017 and 3.5 to 1.0 from June 30, 2017 through December 31, 2017. The maximum leverage ratio shall be reduced by 0.50 to 1.0 for every $10.0 million of net cash proceeds, in the aggregate, received after the Seventh Amendment date from (i) the issuance of any equity by the Partnership and/or (ii) the disposition of any assets in excess of $2.0 million in the aggregate, provided, however, that in no event will the maximum leverage ratio be reduced below 3.0 to 1.0.

The Seventh Amendment alters the minimum consolidated EBITDA figure, as calculated on a rolling twelve months basis, to $12.5 million from December 31, 2016 through May 31, 2017 and $15.0 million from June 30, 2017 through December 31, 2017. The Seventh Amendment alters the maximum capital expenditures allowed, as calculated on a rolling twelve months basis, to $20.0 million through the expiration of the credit facility. A condition precedent to the effectiveness of the Seventh Amendment is the receipt of the $13.0 million of cash proceeds received by the Partnership from the issuance of the Series A preferred units pursuant to the Preferred Unit Agreement, which was used to repay outstanding borrowings under the revolving credit facility. Per the Seventh Amendment, the receipt of $13.0 million cash proceeds fulfills the required Royal equity contribution, which was a requirement of prior amendments to the credit agreement.

On March 23, 2017, the Partnership entered into an eighth amendment (the “Eighth Amendment”) of its amended and restated credit agreement that allows the annual auditor’s report for the years ended December 31, 2016 and 2015 to contain a qualification with respect to the short-term classification of the Partnership’s credit facility balance without creating a default under the credit agreement. As of June 30, 2017 and December 31, 2016, the Partnership was in compliance with respect to all covenants contained in its credit agreement.

On June 9, 2017, the Partnership entered into a ninth amendment (the “Ninth Amendment”) of its amended and restated credit agreement that permitted outstanding letters of credit to be replaced with different counterparties without affecting the revolving credit commitments under the credit agreement. The Ninth Amendment also permits certain lease and sale leaseback transactions under the credit agreement that do not affect the revolving credit commitments under the credit agreement for asset dispositions and also do not factor in the calculation of the maximum capital expenditures allowed under the credit agreement.

 

At SeptemberJune 30, 2016,2017, the Operating Company had borrowings outstanding (excluding letters of credit) of $30.4borrowed $12.3 million at a variable interest rate of PRIME plus 3.50% (7.00%(7.75% at SeptemberJune 30, 2016)2017). In addition, the Operating Company had outstanding letters of credit of approximately $27.8$26.1 million at a fixed interest rate of 5.00% at SeptemberJune 30, 2016.2017. Based upon a maximum borrowing capacity of 6.503.50 times a trailing twelve-month EBITDA calculation (as defined in the credit agreement), the Operating Company had availablenot used $7.9 million of the borrowing capacity of approximately $4.0 millionavailability at SeptemberJune 30, 2016.2017.

 

Other Notes Payable—On July 7, 2016, the Partnership executed an agreement with the third party that held the approximately $2.8 million of other notes payable to settle the debt for $1.1 million of cash consideration. The Partnership paid the $1.1 million in July 2016 and recognized an approximate $1.7 million gain from the extinguishment of this debt.

17 

 

9. ASSET RETIREMENT OBLIGATIONS

 

The changes in asset retirement obligations for the ninesix months ended SeptemberJune 30, 20162017 and the year ended December 31, 20152016 are as follows:

 

  September 30, 2016  December 31, 2015 
  (in thousands) 
Balance at beginning of period (including current portion) $23,077  $29,883 
Accretion expense  1,114   2,082 
Adjustment resulting from addition of property  -   1,235 
Adjustment resulting from disposal of property (1)  -   (7,531)
Adjustments to the liability from annual recosting and other  -   (2,078)
Liabilities settled  (161)  (514)
Balance at end of period  24,030   23,077 
Less current portion of asset retirement obligation  (1,430)  (767)
Long-term portion of asset retirement obligation $22,600  $22,310 

(1)The ($7.5) million adjustment for the year ended December 31, 2015 relates to the sale of the Partnership’s Deane mining complex.
  Six months ended  Year ended 
  June 30, 2017  December 31, 2016 
  (in thousands) 
Balance at beginning of period (including current portion) $23,278  $23,077 
Accretion expense  948   1,486 
Adjustments to the liability from annual recosting and other  -   (1,085)
Liabilities settled  (34)  (200)
Balance at end of period  24,192   23,278 
Less current portion of asset retirement obligation  (917)  (917)
Long-term portion of asset retirement obligation $23,275  $22,361 

 

10. EMPLOYEE BENEFITS

 

In conjunction with the acquisition of the coal operations of American Electric Power on April 16, 2004, the Operating Company acquired a postretirement benefit plan that provided healthcare to eligible employees at its Hopedale operations. The Partnership has no other postretirement plans.

 

On December 10, 2015, the Partnership notified the employees at its Hopedale operations that healthcare benefits from the postretirement benefit plan would cease on January 31, 2016. The negative plan amendment that arose on December 10, 2015 resulted in an approximate $6.5 million prior service cost benefit. The Partnership amortized the prior service cost benefit over the remaining term of the benefits provided through January 31, 2016. For the ninesix months ended SeptemberJune 30, 2016, the Partnership recognized a benefit of approximately $3.9 million from the plan amendment in the Cost of operations line of the unaudited condensed consolidated statements of operations and comprehensive income.

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Net periodic benefit cost for the three and nine months ended September 30, 2016 and 2015 are as follows:

  Three months ended September 30,  Nine months ended September 30, 
  2016  2015  2016  2015 
  (in thousands) 
Service costs $-  $67  $-  $202 
Interest cost  -   51   -   152 
Amortization of (gain)  -   (44)  (4,796)  (133)
Total $-  $74  $(4,796) $221 

For the three and nine months ended September 30, 2016 and 2015, net periodic benefit costs, including the amortization of actuarial gain included in the table above, are included in Cost of operations in the Partnership’s unaudited condensed consolidated statements of operations and comprehensive income.

 

401(k) Plans—The Operating Company and certain subsidiaries sponsor defined contribution savings plans for all employees. Under one defined contribution savings plan, the Operating Company matches voluntary contributions of participants up to a maximum contribution based upon a percentage of a participant’s salary with an additional matching contribution possible at the Operating Company’s discretion. The expense under these plans for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 is included in Cost of operations and Selling, general and administrative expense in the Partnership’s unaudited condensed consolidated statements of operations and comprehensive income and was as follows:

 

  Three months ended September 30,  Nine months ended September 30, 
  2016  2015  2016  2015 
  (in thousands) 
401(k) plan expense $406  $501  $1,113  $1,640 
  Three months ended June 30,  Six months ended June 30, 
  2017  2016  2017  2016 
  (in thousands) 
401(k) plan expense $350  $402  $720  $706 

 

11. EQUITY-BASED COMPENSATION

 

In October 2010, the General Partner established the Rhino Long-Term Incentive Plan (the “Plan” or “LTIP”). The Plan is intended to promote the interests of the Partnership by providing to employees, consultants and directors of the General Partner, the Partnership or affiliates of either, incentive compensation awards to encourage superior performance. The LTIP provides for grants of restricted units, unit options, unit appreciation rights, phantom units, unit awards, and other unit-based awards.

As of September 30, 2016, the General Partner had granted phantom units to certain employees and restricted units and unit awards to its directors. These grants consisted of annual restricted unit awards to directors and phantom unit awards with tandem distribution equivalent rights (“DERs”) granted in the first quarters from 2012 through 2015 to certain employees in connection with the prior year’s performance. The DERs consist of rights to accrue quarterly cash distributions in an amount equal to the cash distribution the Partnership makes to unitholders during the vesting period. These awards are subject to service based vesting conditions and any accrued distributions will be forfeited if the related awards fail to vest according to the relevant service based vesting conditions.

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The Partnership accounts for its unit-based awards as liabilities with applicable mark-to-market adjustments at each reporting period because the Compensation Committee of the board of directors of the General Partner has historically elected to pay some of the awards in cash in lieu of issuing common units.

As discussed in Note 1, on March 17, 2016, Royal completed the acquisition of all of the issued and outstanding membership interests of Rhino GP LLC as well as 9,455,252945,525 issued and outstanding subordinated units from Wexford Capital. Royal obtained control of, and a majority limited partner interest, in the Partnership with the completion of this transaction, which constituted a change in control of the Partnership. The language in the Partnership’s phantom unit and restricted unit grant agreements states that all outstanding, unvested units willwould become immediately vested upon a change in control. TheFor the six months ended June 30, 2016, the Partnership recognized approximately $10,000 of expense from the vesting of these units as a result of the change in control.

 

During the nine months ended September 30, 2016, the General Partner granted fully vested common units to its board of directors as well as certain members of management. The Partnership recognized approximately $0.6 million of expense for the nine months ended September 30, 2016 in relation to the common units granted.

12. COMMITMENTS AND CONTINGENCIES

 

Coal Sales Contracts and Contingencies—As of SeptemberJune 30, 2016,2017, the Partnership had commitments under sales contracts to deliver annually scheduled base quantities of coal as follows:

 

Year Tons (in thousands)  Number of customers 
2016 Q4  797   14 
2017  2,910   10 
2018  701   3 

Year  Tons (in thousands)  Number of customers 
 2017Q3-Q4   1,884   15 
 2018   1,001   5 
 2019   300   1 

 

Some of the contracts have sales price adjustment provisions, subject to certain limitations and adjustments, based on a variety of factors and indices.

Purchase Commitments— The Partnership has a commitment to purchase approximately 1.0 million gallons of diesel fuel at fixed prices from January 2017 through December 2017 for approximately $2.0 million.

Purchased Coal Expenses—The Partnership incurs purchased coal expense from time to time related to coal purchase contracts. In addition, the Partnership incurs expense from time to time related to coal purchased on the over-the-counter market (“OTC”). The Partnership had no expense for purchase coal from coal purchase contracts or expense from OTC purchases for the three and six months ended June 30, 2017 and 2016.

Leases—The Partnership leases various mining, transportation and other equipment under operating leases. The Partnership also leases coal reserves under agreements that call for royalties to be paid as the coal is mined. Lease and royalty expense for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 are included in Cost of operations in the Partnership’s unaudited condensed consolidated statements of operations and comprehensive income and was as follows:

 

 Three months ended September 30, Nine months ended September 30,  Three months ended June 30, Six months ended June 30, 
 2016 2015 2016 2015  2017 2016 2017 2016 
 (in thousands)  (in thousands) 
Lease expense $1,438  $2,582  $3,517  $5,001  $978  $1,049  $2,491  $2,078 
Royalty expense $2,409  $2,301  $7,350  $8,659  $3,950  $2,606  $7,327  $4,948 

 

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Joint Ventures—The Partnership may contribute additional capital to the Timber Wolf joint venture that was formed in the first quarter of 2012. The Partnership did not make any capital contributions to the Timber Wolf joint venture during the ninesix months ended SeptemberJune 30, 2016 or 2015.2017 and 2016.

 

ThePrior to the Partnership’s contribution of Sturgeon to Mammoth, Inc. in June 2017, the Partnership may contributehave contributed additional capital to the Sturgeon joint venture that was formed in the third quarter of 2014. The Partnership made an initial capital contribution of $5.0 million during the third quarter ended September 30, 2014 based upon its proportionate ownership interest. The Partnership did not make any capital contributions to the Sturgeon joint venture during the ninesix months ended SeptemberJune 30, 20162017 or 2015.2016. See Note 2 for discussion on the contribution of Sturgeon to Mammoth, Inc.

Series A preferred unit distributions-For the six months ended June 30, 2017,the Partnership accrued $2.5 million for distributions due to preferred unit holders based on the Series A Preferred Unit Purchase Agreement discussed in Note 1. The accrued Series A preferred unit distribution is included on the Accrued expenses and other line of the Partnership’s unaudited condensed consolidated statements of financial position.

 

13. EARNINGS PER UNIT (“EPU”)

 

On April 18, 2016, the Partnership completed a 1-for-10 reverse split on its common units and subordinated units. The following tables present a reconciliation of the numerators and denominators of the basic and diluted EPU calculations for the periods ended SeptemberJune 30, 20162017 and 2015,2016, which include the retrospective application of the 1-for-10 reverse unit split:

Three months ended September 30, 2016 General
Partner
  Common
Unitholders
  Subordinated
Unitholders
 
  (in thousands, except per unit data) 
Numerator:            
Interest in net (loss):            
Net (loss) from continuing operations $(21) $(2,758) $(431)
Net income from discontinued operations  (4)  (494)  (77)
Total interest in net (loss) $(25) $(3,252) $(508)
Impact of subordinated distribution suspension:            
Net income/(loss) from continuing operations $-  $-  $- 
Net income from discontinued operations  -   -   - 
Interest in net income $-  $-  $- 
Interest in net (loss) for EPU purposes:            
Net (loss) from continuing operations $(21) $(2,758) $(431)
Net income from discontinued operations  (4)  (494)  (77)
Interest in net (loss) $(25) $(3,252) $(508)
Denominator:            
Weighted average units used to compute basic EPU  n/a   7,906   1,236 
Effect of dilutive securities — LTIP awards:            
Dilutive securities for net (loss) from continuing operations  n/a   -   - 
Dilutive securities for net income from discontinued operations  n/a   -   - 
Total dilutive securities  n/a   -   - 
Weighted average units used to compute diluted EPU  n/a   7,906   1,236 
             
Net (loss)/income per limited partner unit, basic            
Net (loss) per unit from continuing operations  n/a  $(0.35) $(0.35)
Net income per unit from discontinued operations  n/a   (0.06)  (0.06)
Net (loss) per common unit, basic  n/a  $(0.41) $(0.41)
Net (loss)/income per limited partner unit, diluted            
Net (loss) per unit from continuing operations  n/a  $(0.35) $(0.35)
Net income per unit from discontinued operations  n/a   (0.06)  (0.06)
Net (loss) per common unit, diluted  n/a  $(0.41) $(0.41)

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Nine months ended September 30, 2016 General
Partner
  Common
Unitholders
  Subordinated
Unitholders
 
  (in thousands, except per unit data) 
Numerator:            
Interest in net (loss)/income:            
Net (loss) from continuing operations $(87) $(7,144) $(1,788)
Net income from discontinued operations  (750)  (93,734)  (23,456)
Total interest in net (loss) $(837) $(100,878) $(25,244)
Impact of subordinated distribution suspension:            
Net income/(loss) from continuing operations $-  $-  $- 
Net income from discontinued operations  -   -   - 
Interest in net income/(loss) $-  $-  $- 
Interest in net (loss)/income for EPU purposes:            
Net (loss) from continuing operations $(87) $(7,144) $(1,788)
Net income from discontinued operations  (750)  (93,734)  (23,456)
Interest in net (loss) $(837) $(100,878) $(25,244)
Denominator:            
Weighted average units used to compute basic EPU  n/a   4,937   1,236 
Effect of dilutive securities — LTIP awards:            
Dilutive securities for net (loss) from continuing operations  n/a   -   - 
Dilutive securities for net income from discontinued operations  n/a   -   - 
Total dilutive securities  n/a   -   - 
Weighted average units used to compute diluted EPU  n/a   4,937   1,236 
             
Net (loss)/income per limited partner unit, basic            
Net (loss) per unit from continuing operations  n/a  $(1.45) $(1.45)
Net income per unit from discontinued operations  n/a   (18.98)  (18.98)
Net income per common unit, basic  n/a  $(20.43) $(20.43)
Net (loss)/income per limited partner unit, diluted            
Net (loss) per unit from continuing operations  n/a  $(1.45) $(1.45)
Net income per unit from discontinued operations  n/a   (18.98)  (18.98)
Net income per common unit, diluted  n/a  $(20.43) $(20.43)

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Three months ended September 30, 2015 General
Partner
  Common
Unitholders
  Subordinated
Unitholders
 
  (in thousands, except per unit data) 
Numerator:            
Interest in net (loss):            
Net (loss) from continuing operations $(208) $(5,840) $(4,334)
Net income from discontinued operations  22   605   449 
Total interest in net (loss) $(186) $(5,235) $(3,885)
Impact of subordinated distribution suspension:            
Net income/(loss) from continuing operations $-  $-  $- 
Net income from discontinued operations  -   -   - 
Interest in net income/(loss) $-  $-  $- 
Interest in net (loss) for EPU purposes:            
Net (loss) from continuing operations $(208) $(5,840) $(4,334)
Net income from discontinued operations  22   605   449 
Interest in net (loss) $(186) $(5,235) $(3,885)
Denominator:            
Weighted average units used to compute basic EPU  n/a   1,671   1,240 
Effect of dilutive securities — LTIP awards:            
Dilutive securities for net (loss) from continuing operations  n/a   -   - 
Dilutive securities for net income from discontinued operations  n/a   -   - 
Total dilutive securities  n/a   -   - 
Weighted average units used to compute diluted EPU  n/a   1,671   1,240 
             
Net (loss)/income per limited partner unit, basic            
Net (loss) per unit from continuing operations  n/a  $(3.49) $(3.49)
Net income per unit from discontinued operations  n/a   0.36   0.36 
Net (loss) per common unit, basic  n/a  $(3.13) $(3.13)
Net (loss)/income per limited partner unit, diluted            
Net (loss) per unit from continuing operations  n/a  $(3.49) $(3.49)
Net income per unit from discontinued operations  n/a   0.36   0.36 
Net (loss) per common unit, diluted  n/a  $(3.13) $(3.13)

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Nine months ended September 30, 2015 General
Partner
  Common
Unitholders
  Subordinated
Unitholders
 
  (in thousands, except per unit data) 
Numerator:            
Interest in net (loss)/income:            
Net (loss) from continuing operations $(538) $(15,143) $(11,243)
Net income from discontinued operations  113   3,187   2,366 
Total interest in net income $(425) $(11,956) $(8,877)
Impact of subordinated distribution suspension:            
Net income/(loss) from continuing operations $5  $139  $(144)
Net income from discontinued operations  -   -   - 
Interest in net income/(loss) $5  $139  $(144)
Interest in net (loss)/income for EPU purposes:            
Net (loss) from continuing operations $(534) $(15,003) $(11,387)
Net income from discontinued operations  113   3,187   2,366 
Interest in net income $(421) $(11,816) $(9,021)
Denominator:            
Weighted average units used to compute basic EPU  n/a   1,669   1,240 
Effect of dilutive securities — LTIP awards:            
Dilutive securities for net income from continuing operations and discontinued operations  n/a   -   - 
Weighted average units used to compute diluted EPU  n/a   1,669   1,240 
             
Net income per limited partner unit, basic            
Net income per unit from continuing operations  n/a  $(8.99) $(9.19)
Net income per unit from discontinued operations  n/a   1.91   1.91 
Net income per common unit, basic  n/a  $(7.08) $(7.28)
Net income per limited partner unit, diluted            
Net income per unit from continuing operations  n/a  $(8.99) $(9.19)
Net income per unit from discontinued operations  n/a   1.91   1.91 
Net income per common unit, diluted  n/a  $(7.08) $(7.28)

 

Diluted EPU gives effect to all dilutive potential common units outstanding during the period using the treasury stock method. Diluted EPU excludes all dilutive potential units calculated under the treasury stock method if their effect is anti-dilutive. Since the Partnership incurred total net losses for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, all potential dilutive units were excluded from the diluted EPU calculation for these periods.

 

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Three months ended June 30, 2017 General Partner  Common Unitholders  Subordinated Unitholders  Preferred Unitholders 
Numerator: (in thousands, except per unit data)    
Interest in net (loss)/income:                
Net (loss)/income from continuing operations $(4) $(970) $(93) $1,357 
Net(loss)/income from discontinued operations  -   -   -   - 
Total interest in net (loss)/income $(4) $(970) $(93) $1,357 
Denominator:                
Weighted average units used to compute basic EPU   n/a   12,964   1,236   1,500 
Weighted average units used to compute diluted EPU   n/a   12,964   1,236   1,500 
                 
Net (loss)/income per limited partner unit, basic                
Net (loss)/income per unit from continuing operations   n/a  $(0.08) $(0.08) $0.90 
Net(loss/income) per unit from discontinued operations   n/a   -   -   - 
Net (loss)/income per common unit, basic   n/a  $(0.08) $(0.08) $0.90 
Net (loss)/income per limited partner unit, diluted                
Net (loss)/income per unit from continuing operations   n/a  $(0.08) $(0.08)  0.90 
Net (loss)/income per unit from discontinued operations   n/a   -   -   - 
Net (loss)/income per common unit, diluted   n/a  $(0.08) $(0.08)  0.90 
Six months ended June 30, 2017 General Partner  Common Unitholders  Subordinated Unitholders  Preferred Unitholders 
Numerator: (in thousands, except per unit data)    
Interest in net (loss)/income:                
Net (loss)/income from continuing operations $(17) $(3,829) $(366) $2,473 
Net (loss)/income from discontinued operations  -   -   -   - 
Total interest in net (loss)/income $(17) $(3,829) $(366) $2,473 
Denominator:                
Weighted average units used to compute basic EPU   n/a   12,920   1,236   1,500 
Weighted average units used to compute diluted EPU   n/a   12,920   1,236   1,500 
                 
Net (loss)/income per limited partner unit, basic                
Net (loss)/income per unit from continuing operations   n/a  $(0.30) $(0.30) $1.65 
Net (loss)/income per unit from discontinued operations   n/a   -   -   - 
Net (loss)/income per common unit, basic   n/a  $(0.30) $(0.30) $1.65 
Net (loss)/income per limited partner unit, diluted                
Net (loss)/income per unit from continuing operations   n/a  $(0.30) $(0.30)  1.65 
Net (loss)/income per unit from discontinued operations   n/a   -   -   - 
Net (loss)/income per common unit, diluted   n/a  $(0.30) $(0.30)  1.65 

Three months ended June 30, 2016 General Partner  Common Unitholders  Subordinated Unitholders  Preferred Unitholders
Numerator: (in thousands, except per unit data)   
Interest in net (loss):              
Net (loss) from continuing operations $(24) $(3,145) $(499)  n/a
Net (loss) from discontinued operations  (784)  (101,413)  (16,088)  n/a
Total interest in net (loss) $(808) $(104,558) $(16,587)  n/a
Denominator:              
Weighted average units used to compute basic EPU   n/a   7,788   1,236   n/a
Weighted average units used to compute diluted EPU   n/a   7,788   1,236   n/a
               
Net (loss) per limited partner unit, basic              
Net (loss) per unit from continuing operations   n/a  $(0.40) $(0.40)  n/a
Net (loss) per unit from discontinued operations   n/a   (13.02)  (13.02)  n/a
Net (loss) per common unit, basic   n/a  $(13.42) $(13.42)  n/a
Net (loss) per limited partner unit, diluted              
Net (loss) per unit from continuing operations   n/a  $(0.40) $(0.40)  n/a
Net (loss) per unit from discontinued operations   n/a   (13.02)  (13.02)  n/a
Net (loss) per common unit, diluted   n/a  $(13.42) $(13.42)  n/a
Six months ended June 30, 2016 General Partner  Common Unitholders  Subordinated Unitholders  Preferred Unitholders
Numerator: (in thousands, except per unit data)   
Interest in net (loss):              
Net (loss) from continuing operations $(67) $(4,202) $(1,541)  n/a
Net (loss) from discontinued operations  (765)  (85,309)  (31,292)  n/a
Total interest in net (loss) $(832) $(89,511) $(32,833)  n/a
Denominator:              
Weighted average units used to compute basic EPU   n/a   3,368   1,236   n/a
Weighted average units used to compute diluted EPU   n/a   3,368   1,236   n/a
               
Net (loss) per limited partner unit, basic              
Net (loss) per unit from continuing operations   n/a  $(1.25) $(1.25)  n/a
Net (loss) per unit from discontinued operations   n/a   (25.32)  (25.32)  n/a
Net (loss) per common unit, basic   n/a  $(26.57) $(26.57)  n/a
Net (loss) per limited partner unit, diluted              
Net (loss) per unit from continuing operations   n/a  $(1.25) $(1.25)  n/a
Net (loss) per unit from discontinued operations   n/a   (25.32)  (25.32)  n/a
Net (loss) per common unit, diluted   n/a  $(26.57) $(26.57)  n/a

 

14. MAJOR CUSTOMERS

 

The Partnership had revenues or receivables from the following major customers that in each period equaled or exceeded 10% of revenues (Note: customers with “n/a” had revenue below the 10% threshold in any period where this is indicated):revenues:

     Nine months Nine months  June 30 December 31 Six months Six months 
 September 30 2016 December 31 2015 ended ended  2017 2016 ended ended 
 Receivable Receivable September 30, 2016 September 30, 2015  Receivable Receivable June 30 June 30 
 Balance Balance Sales Sales  Balance Balance 2017 Sales 2016 Sales 
 (in thousands)  (in thousands) 
PPL Corporation $1,646  $1,881  $31,333   24,457 
LG&E and KU $2,210  $1,496  $21,162  $- 
PacifiCorp Energy  668   1,969   14,418   16,831   1,560   1,509   7,777   10,511 
Big Rivers Electric Corporation  1,314   n/a   14,044   n/a   947   -   13,234   10,119 
NRG Energy, Inc. (fka GenOn Energy, Inc.)  n/a   n/a   n/a   20,356 
PPL Corporation  -   -   -   20,624 

 

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Partnership’s assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:

Level One - Quoted prices for identical instruments in active markets.

Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs.

Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

 

The book values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values because of the immediate short-term maturity of these financial instruments. The fair value of the Partnership’s amended and restated senior secured credit facility was based upon a Level 2 measurement utilizing a market approach, which incorporated market-based interest rate information with credit risks similar to the Partnership. The fair value of the Partnership’s amended and restated senior secured credit facility approximates the carrying value at SeptemberJune 30, 2016.2017.

 

For the year endedAs of June 30, 2017 and December 31, 2015,2016, the Partnership had nonrecurringa recurring fair value measurements relatedmeasurement relating to its asset impairment actions.investment in Mammoth, Inc. As discussed in Note 2, in October 2016, the Partnership contributed its limited partner interests in Mammoth to Mammoth, Inc. in exchange for 234,300 shares of common stock of Mammoth, Inc. The nonrecurringcommon stock of Mammoth, Inc. began trading on the NASDAQ Global Select Market in October 2016 under the ticker symbol TUSK and the Partnership sold 1,953 shares during the initial public offering of Mammoth, Inc. and received proceeds of approximately $27,000. In June 2017, the Partnership contributed its limited partner interests in Sturgeon to Mammoth Inc. in exchange for 336,447 shares of common stock of Mammoth, Inc. As of June 30, 2017, the Partnership owned 568,794 shares of Mammoth, Inc. The Partnership’s shares of Mammoth, Inc. are classified as an available-for-sale investment on the Partnership’s unaudited condensed consolidated statements of financial position. Based on the availability of a quoted price, the recurring fair value measurements formeasurement of the asset impairments for the year ended December 31, 2015 wereMammoth, Inc. shares is a Level 3 measurements.1 measurement.

 

16. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

The unaudited condensed consolidated statements of cash flows for the ninesix months ended SeptemberJune 30, 20162017 and 20152016 excludes approximately $0.2$1.1 million and $0.1$1.2 million, respectively, of property additions, which are recorded in accounts payable.

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In January 2015, the Partnership dissolved the Rhino Eastern joint venture with Patriot. As part of the dissolution, the Partnership retained coal reserves, a prepaid advanced royalty balance and other assets and liabilities. In addition, the Partnership and Patriot agreed to a dissolution payment as part of the dissolution based upon a final working capital adjustment calculation, which is a liability of the Partnership. The Partnership recorded the dissolution of the joint venture by removing the investment in the Rhino Eastern unconsolidated subsidiary and recording the specific assets and liabilities retained in the dissolution. The dissolution of the Rhino Eastern joint venture completed in January 2015 had no impact on the Partnership’s unconsolidated statements of operations and comprehensive income for the three and six months ended September 30, 2015. The unaudited condensed consolidated statement of cash flows for the six months ended September 30, 2015 excludes the removal of the investment in the unconsolidated subsidiary and the recognition of the retained assets and liabilities, which are detailed in the table below.

  (in thousands) 
Coal properties (incl asset retirement costs) $12,104 
Advance royalties, net of current portion  4,706 
Other non-current assets - acquired  229 
Other non-current assets - written off  (642)
Accrued expenses and other  (2,012)
Asset retirement obligations  (1,235)
Net assets acquired  13,150 
Investment in unconsolidated affiliates-Rhino Eastern - written off $(13,150)

 

17. SEGMENT INFORMATION

 

The Partnership produces and markets coal from surface and underground mines in Kentucky, West Virginia, Ohio and Utah. The Partnership sells primarily to electric utilities in the United States. For the three and ninesix months ended SeptemberJune 30, 2016,2017, the Partnership had four reportable segments: Central Appalachia (comprised of both surface and underground mines located in Eastern Kentucky and Southern West Virginia), Northern Appalachia (comprised of both surface and underground mines located in Ohio), Rhino Western (comprised of an underground mine in Utah) and Illinois Basin (comprised of an underground mine in western Kentucky).

 

The Partnership’s Other category is comprised of the Partnership’s ancillary businesses and its remaining oil and natural gas activities. The Partnership has not provided disclosure of total expenditures by segment for long-lived assets, as the Partnership does not maintain discrete financial information concerning segment expenditures for long lived-assets, and accordingly such information is not provided to the Partnership’s chief operating decision maker. The information provided in the following tables represents the primary measures used to assess segment performance by the Partnership’s chief operating decision maker.

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Reportable segment results of operations for the three months ended SeptemberJune 30, 20162017 are as follows (Note: “DD&A” refers to depreciation, depletion and amortization):

 

  Central  Northern  Rhino  Illinois     Total 
  Appalachia  Appalachia  Western  Basin  Other  Consolidated 
  (in thousands) 
Total revenues $10,432  $10,974  $7,219  $14,576  $214  $43,415 
DD&A  1,642   777   1,292   2,638   140   6,489 
Interest expense  536   57   116   301   895   1,905 
Net income (loss) from continuing operations $(1,544) $3,166  $(21) $(2,800) $(2,011) $(3,210)

Reportable segment results of operations for the nine months ended September 30, 2016 are as follows:

 Central Northern Rhino Illinois   Total  Central Northern Rhino Illinois   Total 
 Appalachia Appalachia Western Basin Other Consolidated  Appalachia Appalachia Western Basin Other Consolidated 
 (in thousands)  (in thousands) 
Total revenues $21,673  $31,707  $25,140  $45,456  $382  $124,358  $25,675  $4,489  $8,763  $17,604  $4  $56,535 
DD&A  4,951   2,541   4,107   6,319   423   18,341   1,949   418   1,200   1,949   93   5,609 
Interest expense  1,795   287   304   762   2,047   5,195   -   -   -   -   965   965 
Net income (loss) from continuing operations $(10,126) $9,006  $(649) $(4,237) $(3,014) $(9,020) $3,337  $(1,576) $740  $975  $(3,186) $290 

 

Reportable segment results of operations for the three months ended SeptemberJune 30, 20152016 are as follows:

 

 Central Northern Rhino Illinois   Total  Central Northern Rhino Illinois   Total 
 Appalachia Appalachia Western Basin Other Consolidated  Appalachia Appalachia Western Basin Other Consolidated 
 (in thousands)  (in thousands) 
Total revenues $14,975  $18,382  $8,698  $9,649  $192  $51,896  $5,629  $11,581  $8,324  $16,000  $79  $41,613 
DD&A  2,565   1,894   1,593   1,624   162   7,838   1,586   811   1,404   1,867   142   5,810 
Interest expense  602   145   97   175   366   1,385   207   85   40   82   1,306   1,720 
Net income (loss) from continuing operations $(8,436) $1,959  $(526)��$(3,067) $(312) $(10,382) $(2,280) $2,296  $499  $229  $(4,412) $(3,668)

 

Reportable segment results of operations for the ninesix months ended SeptemberJune 30, 20152017 as are as follows:

 

 Central Northern Rhino Illinois   Total  Central Northern Rhino Illinois   Total 
 Appalachia Appalachia Western Basin Other Consolidated  Appalachia Appalachia Western Basin Other Consolidated 
 (in thousands)  (in thousands) 
Total revenues $49,727  $52,469  $27,251  $27,411  $1,476  $158,334  $48,988  $10,615  $16,061  $34,412  $9  $110,085 
DD&A  9,075   5,699   4,822   4,274   586   24,456   3,922   916   2,316   3,954   199   11,307 
Interest expense  1,446   381   228   429   1,169   3,653   -   -   -   -   2,120   2,120 
Net income (loss) from continuing operations $(16,359) $4,643  $(3,055) $(10,255) $(1,898) $(26,924) $5,631  $(2,356) $154  $1,628  $(6,796) $(1,739)

Reportable segment results of operations for the six months ended June 30, 2016 as are follows:

  Central  Northern  Rhino  Illinois     Total 
  Appalachia  Appalachia  Western  Basin  Other  Consolidated 
  (in thousands) 
Total revenues $11,241  $20,733  $17,921  $30,880  $168  $80,943 
DD&A  3,309   1,764   2,815   3,680   283   11,851 
Interest expense  390   165   77   152   2,506   3,290 
Net income (loss) from continuing operations $(5,280) $6,990  $460  $546  $(8,526) $(5,810)

 

25 29
 

 

18. SUBSEQUENT EVENTSACCUMULATED DISTRIBUTION ARREARAGES

 

For the quarter ended September 30, 2016, the Partnership continued the suspension of the cash distribution for its common units, which was initially suspended forBeginning with the quarter ended June 30, 2015. No distribution will be paid for common or subordinated units for2015 and continuing through the quarter ended SeptemberJune 30, 2016. The Partnership’s2017, we have suspended the cash distribution on our common units accrue arrearages every quarter when the distribution level is below the minimum level of $0.445 per unit, as outlined in the Partnership’s limited partnership agreement. The Partnership initially lowered its quarterly common unit distribution below the minimum level of $0.445 per unit with the quarter ended September 30, 2014. Thus, the Partnership’s distributions forunits. For each of the quarters ended September 30, 2014, throughDecember 31, 2014 and March 31, 2015, we announced cash distributions per common unit at levels lower than the minimum quarterly distribution. We have not paid any distribution on our subordinated units for any quarter after the quarter ended September 30, 2016March 31, 2012. The distribution suspension and prior reductions were below the minimum level andresult of prolonged weakness in the coal markets, which has continued to adversely affect our cash flow. The current amount of accumulated arrearages as of SeptemberJune 30, 20162017 related to the common unit distribution was approximately $149.7$322.8 million.

In October 2016, the Partnership contributed its limited partner interests in Mammoth to Mammoth Energy Services, Inc. (“Mammoth Inc.”) in exchange for 234,300 shares of common stock of Mammoth Inc. The common stock of Mammoth Inc. began trading on the NASDAQ Global Select Market in October 2016 under the ticker symbol TUSK and the Partnership sold 1,953 shares during the initial public offering of Mammoth Inc. and received proceeds of approximately $27,000. The Partnership’s remaining shares of Mammoth Inc. are subject to a 180 day lock-up period from the date of Mammoth Inc.’s initial public offering.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Unless the context clearly indicates otherwise, references in this report to “we,” “our,” “us” or similar terms refer to Rhino Resource Partners LP and its subsidiaries. References to our “general partner” refer to Rhino GP LLC, the general partner of Rhino Resource Partners LP. The following discussion of the historical financial condition and results of operations should be read in conjunction with the historical audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 20152016 and the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in such Annual Report on Form 10-K.

In addition, this discussion includes forward looking statements that are subject to risks and uncertainties that may result in actual results differing from statements we make. Please read the section “Cautionary Note Regarding Forward Looking Statements”. In addition, factors that could cause actual results to differ include those risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” also included in our Annual Report on Form 10-K for the year ended December 31, 2015 and in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.2016.

In August 2016, we sold our Elk Horn coal leasing company (“Elk Horn”) to a third party for total cash consideration of $12.0 million. Our unaudited condensed consolidated statements of operations and comprehensive income have been retrospectively adjusted to reclassify our Elk Horn operations to discontinued operations for the three and six months ended June 30, 2016.

Overview

 

We are a diversified energy limited partnership formed in Delaware that is focused on coal and energy related assets and activities, including energy infrastructure investments. We produce, process and sell high quality coal of various steam and metallurgical grades. We market our steam coal primarily to electric utility companies as fuel for their steam powered generators. Customers for our metallurgical coal are primarily steel and coke producers who use our coal to produce coke, which is used as a raw material in the steel manufacturing process. In addition, we have expanded our business to include infrastructure support services, as well as other joint venture investments to provide for the transportation of hydrocarbons and drilling support services in the Utica Shale region. We have also invested in joint ventures that provide sand for fracking operations to drillers in the Utica Shale region and other oil and natural gas basins in the United States.

 

We have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin and the Western Bituminous region. As of December 31, 2015,2016, we controlled an estimated 363.6256.9 million tons of proven and probable coal reserves, consisting of an estimated 310.1203.5 million tons of steam coal and an estimated 53.553.4 million tons of metallurgical coal. In addition, as of December 31, 2015,2016, we controlled an estimated 436.8196.5 million tons of non-reserve coal deposits. In August 2016, we sold our Elk Horn coal leasing business, as described further below, which controlled, as of December 31, 2015, an estimated 100.1 million tons of proven and probable coal reserves and an estimated 197.5 million tons of non-reserve coal deposits.

We operate underground and surface mines located in Kentucky, Ohio, West Virginia and Utah. The number of mines that we operate may vary from time to time depending on a number of factors, including the demand for and price of coal, depletion of economically recoverable reserves and availability of experienced labor.

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Our principal business strategy is to safely, efficiently and profitably produce and sell both steam and metallurgical coal from our diverse asset base in order to resume, and, over time, increase our quarterly cash distributions. In addition, we intend to continue to expand and potentially diversify our operations through strategic acquisitions, including the acquisition of long-term, cash generating natural resource assets. We believe that such assets will allow us to grow our cash available for distribution and enhance stability of our cash flow.

 

For the three and ninesix months ended SeptemberJune 30, 2016,2017, we generated revenues of approximately $43.4$56.5 million and $124.4$110.1 million, respectively, and we generated net lossesincome of approximately $3.2$0.3 million for the three months ended June 30, 2017 and $9.0net loss of $1.7 million respectively.for the six months ended June 30, 2017. For the three months ended SeptemberJune 30, 2016,2017, we produced and sold approximately 0.81.0 million tons of coal, of which approximately 93%80% were sold pursuant to supply contracts. For the ninesix months ended SeptemberJune 30, 2016,2017, we produced and sold approximately 2.42.0 million tons of coal, of which approximately 88%81% were sold pursuant to supply contracts.

 

Current Liquidity and Outlook

 

As of SeptemberJune 30, 2016,2017, our available liquidity was $4.0$8.0 million, which consistedincluding cash on hand of the amount$0.1 million and $7.9 million available under our amended and restated credit agreement dated July 29, 2011 (as amended and restated, the “Amended and Restated Credit Agreement”).agreement. On May 13, 2016, we entered into a fifth amendment (the “Fifth Amendment”) of our amended and restated agreement that initially extended the term of the senior secured credit facility to July 31, 2017. Per the Fifth Amendment, the term of the credit facility automatically extended to December 31, 2017 when the revolving credit commitments were reduced to $55 million or less as of December 31, 2016. The Fifth Amendment also immediately reduced the revolving credit commitments under the credit facility to a maximum of $75 million and maintains the amount available for letters of credit at $30 million. As of December 31, 2016, we met the requirements to extend the maturity date of the credit facility to December 31, 2017. In December 2016, we entered into a seventh amendment (the “Seventh Amendment”) of our amended and restated credit agreement. The Seventh Amendment immediately reduced the revolving credit commitments by $11.0 million and provided for additional revolving credit commitment reductions of $2.0 million each on June 30, 2017 and September 30, 2017. The Seventh Amendment further reduces the revolving credit commitments over time on a dollar-for-dollar basis for the net cash proceeds received from any asset sales after the Seventh Amendment date once the aggregate net cash proceeds received exceeds $2.0 million. For more information about our amended and restated credit agreement, please read “—Recent Developments—Amended and Restated Credit Agreement (the “Fifth Amendment”), which extendsAmendments” below.

Since the termcurrent maturity date of the Amended and Restated Credit Agreement to Julyour credit facility is December 31, 2017, (see “—Liquidity and Capital Resources—Amended and Restated Credit Agreement” for further details of the Fifth Amendment).

Prior to our entry into the Fifth Amendment, we wereare unable to demonstrate that we hadhave sufficient liquidity to operate our business over the subsequentnext twelve months and thus substantial doubt wasis raised about our ability to continue as a going concern. Accordingly, our independent registered public accounting firm has included an emphasis paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the year ended December 31, 2015.2016. The presence of the going concern emphasis paragraph in our auditors’ report may have an adverse impact on our relationship with third parties with whom we do business, including our customers, vendors, lenders and employees, making it difficult to raise additional debt or equity financing to the extent needed and conduct normal operations. As a result, our business, results of operations, financial condition and prospects could be materially adversely affected.

 

GivenSince our credit facility has an expiration date of December 2017, we determined that our credit facility debt liability at June 30, 2017 and December 31, 2016 of $12.3 million and $10.0 million, respectively, should be classified as a current liability on our unaudited condensed consolidated statements of financial position. The classification of our credit facility balance as a current liability raises substantial doubt of our ability to continue as a going concern for the continuednext twelve months. We are considering alternative financing options that could result in a new long-term credit facility. However, we may be unable to complete such a transaction on terms acceptable to us or at all. If we are unable to extend the expiration date of our credit facility, we will have to secure alternative financing to replace our credit facility by the expiration date of December 2017 in order to continue our business operations. If we are unable to extend the expiration date of our credit facility or secure a replacement facility, we will lose a primary source of liquidity, and we may not be able to generate adequate cash flow from operations to fund our business, including amounts that may become due under our credit facility.

Furthermore, although met coal prices and demand have improved in recent months, if weak demand and low prices for met and steam coal persist and if met coal prices and demand weaken, we may not be able to continue to give the required representations or meet all of the covenants and restrictions included in our amended and restated credit agreement. If we violate any of the covenants or restrictions in our Amendedamended and Restated Credit Agreement,restated credit agreement, including the maximum leverage ratio, and minimum EBITDA requirements, some or all of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us may terminate. If we are unable to give a required representation or we violate a covenant or restriction, then we will need a waiver from our lenders in order to continue to borrow under our Amendedamended and Restated Credit Agreement. restated credit agreement.

Although we believe our lenders loans are well secured under the terms of our Amendedamended and Restated Credit Agreement,restated credit agreement, there is no assurance that the lenders would agree to any such waiver. Failure to obtain financing or to generate sufficient cash flow from operations could cause us to further curtail our operations and reduce our spending and to alter our business plan. We may also be required to consider other options, such as selling additional assets or merger opportunities, and depending on the urgency of our liquidity constraints, we may be required to pursue such an option at an inopportune time. If we are not able to fund our liquidity requirements for the next twelve months, we may not be able to continue as a going concern. For more information about our liquidity and our credit facility, please read “—Liquidity and Capital Resources.”

 

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We continue to take measures, including the suspension of cash distributions on our common and subordinated units and cost and productivity improvements, to enhance and preserve our liquidity so that we can fund our ongoing operations and necessary capital expenditures and meet our financial commitments and debt service obligations.

 

Recent Developments

 

Yorktown TransactionOption Agreement

On SeptemberDecember 30, 2016, we entered into an equity exchange agreement (the “Agreement”)the Option Agreement with Royal Energy Resources, Inc. (“Royal”), Rhino ResourceResources Partners Holdings, LLC (“Rhino Holdings”), an entity wholly-owned by certain investment partnerships managed by Yorktown Partners LLC (“Yorktown”) and our general partner. Investment partnerships managed by Yorktown own substantially all of the outstanding common stock of Armstrong Energy, Inc. (“Armstrong Energy”), a coal producing company with mines located in the Illinois Basin in western Kentucky. The Agreement contemplates that prior to closing, Yorktown will contribute its shares of common stock of Armstrong Energy to Rhino Holdings. At the closing, Rhino Holdings will contribute those shares to us in exchange for 10 million newly issued of our common units. The Agreement also contemplates that our general partner, currently owned and controlled by Royal, will issue a 50% ownership inherent in it to Rhino Holdings in connection with the issuance of our common units for the common stock of Armstrong Energy. Closing of the Agreement is conditioned upon (i) the current bondholders of Armstrong Energy agreeing to restructure their bonds and (ii) the refinancing of our Amended and Restated Credit Agreement with funds from an equity investment into us to be arranged by Rhino Holdings. The Agreement is also subject to other standard closing conditions and required approvals. The Agreement contains customary covenants, representations and warranties and indemnification obligations for breaches of, or the inaccuracy of representations or warranties or breaches of covenants contained in, the Agreement and associated agreements. We also agreed to enter into a registration rights agreement with Rhino Holdings that provides Rhino Holdings with the right to demand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights. The Agreement may be terminated by the mutual written consent of us and Rhino Holdings or by either us or Rhino Holdings if: (i) the closing has not occurred on or before December 31, 2016 (unless the closing is as a result of such terminating party’s inability or failure to satisfy the conditions to the closing or if the non-terminating party has filed an action seeking specific performance); (ii) a law or order issued by a governmental authority prevents the closing from occurring (unless such law or order resulted from such party’s failure to perform its obligations under the Agreement); (iii) the board of directors of our general partner fails to approve the transactions or transaction documents contemplated by the Agreement; or (iv) the lenders of our credit facility fail to approve the transactions and transaction documents contemplated by the Agreement. The parties anticipate the Agreement will be consummated on or before December 31, 2016.

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Elk Horn Coal Leasing Disposition

In August 2016, we entered into an agreement to sell our Elk Horn coal leasing company to a third party for total cash consideration of $12.0 million. We received $10.5 million in cash consideration upon the closing of the Elk Horn transaction and the remaining $1.5 million of consideration will be paid in ten equal monthly installments of $150,000 on the 20th of each calendar month beginning on September 20, 2016. Elk Horn is a coal leasing company located in eastern Kentucky that has provided us with coal royalty revenues from coal properties owned by Elk Horn and leased to third-party operators. As of December 31, 2015, Elk Horn controlled approximately 100 million tons of proven and probable steam coal reserves. During the second quarter of 2016, we evaluated the Elk Horn assets for potential impairment based upon the initial purchase price offered by the buyer and the continued deterioration of the Central Appalachia steam coal markets that had adversely affected Elk Horn’s financial results. Our impairment analysis determined that a potential impairment existed since the carrying amount of the Elk Horn long-lived asset group exceeded the cash flows that would be generated from the purchase price offered from the buyer. Based on a market approach used to estimate the fair value of the Elk Horn long-lived asset group, we recorded total asset impairment charges of approximately $118.7 million related to Coal properties as of June 30, 2016. The disposal of the Elk Horn assets and liabilities in August 2016 resulted in an additional loss of $0.5 million. The total loss of $119.2 million from the Elk Horn disposal is recorded as discontinued operations along with the previous operating results of Elk Horn that have been reclassified for the three and nine months ended September 30, 2016 and 2015.

Sale of our General Partner by Wexford Capital LP

On January 21, 2016, a definitive agreement was completed between Royal Energy Resources, Inc. (“Royal”) and Wexford Capital LP (“Wexford”) where Royal acquired 6,769,112 of our issued and outstanding common units from Wexford. The definitive agreement also included the committed acquisition by Royal within 60 days from the date of the definitive agreement, or March 21, 2016, of all of the issued and outstanding membership interests of Rhino GP LLC, our general partner, as well as 9,455,252 of our issued and outstanding subordinated units from Wexford. Royal is a publicly traded company listed on the OTC market (OTCQB: ROYE) and is focused on the acquisition of coal, natural gas and renewable energy assets that are profitable at current distressed prices.

On March 17, 2016, Rhino Holdings is an entity wholly owned by certain investment partnerships managed by Yorktown Partners LLC (“Yorktown”), and our general partner. Upon execution of the Option Agreement, we received a Call Option from Rhino Holdings to acquire substantially all of the outstanding common stock of Armstrong Energy that is owned by investment partnerships managed by Yorktown, representing approximately 97% of the outstanding common stock of Armstrong Energy. Armstrong Energy is a coal producing company with approximately 567 million tons of proven and probable reserves and five mines located in the Illinois Basin in western Kentucky as of December 31, 2016. The Option Agreement stipulates that we can exercise the Call Option no earlier than January 1, 2018 and no later than December 31, 2019. In exchange for Rhino Holdings granting us the Call Option, we issued 5.0 million Call Option Premium Units to Rhino Holdings upon the execution of the Option Agreement. The Option Agreement stipulates we can exercise the Call Option and purchase the common stock of Armstrong Energy in exchange for a number of common units to be issued to Rhino Holdings, which when added with the Call Option Premium Units, will result in Rhino Holdings owning 51% of the fully diluted common units of us. The purchase of Armstrong Energy through the exercise of the Call Option would also require Royal completedto transfer a 51% ownership interest in our general partner to Rhino Holdings. Our ability to exercise the Call Option is conditioned upon (i) sixty (60) days having passed since the entry by Armstrong Energy into an agreement with its bondholders to restructure its bonds and (ii) the amendment of our revolving credit facility to permit the acquisition of Armstrong Energy.

The Option Agreement also contains a Put Option granted by us to Rhino Holdings whereby Rhino Holdings has the right, but not the obligation, to cause us to purchase substantially all of the issuedoutstanding common stock of Armstrong Energy from Rhino Holdings under the same terms and conditions discussed above for the Call Option. The exercise of the Put Option is dependent upon (i) the entry by Armstrong Energy into an agreement with its bondholders to restructure its bonds and (ii) the termination and repayment of any outstanding membership interestsbalance under our revolving credit facility.

The Option Agreement contains customary covenants, representations and warranties and indemnification obligations for losses arising from the inaccuracy of representations or warranties or breaches of covenants contained in the Option Agreement, the Seventh Amendment and the GP Amendment (defined below). Upon the request by Rhino Holdings, we will also enter into a registration rights agreement that provides Rhino Holdings with the right to demand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights for as long as Rhino Holdings owns at least 10% of the outstanding common units.

Pursuant to the Option Agreement, the Second Amended and Restated Limited Liability Company Agreement of our general partner as well as the 9,455,252 issued and outstanding subordinated units from Wexford. Royal obtained control of, and a majority limited partner interest, in us with the completion of this transaction. Immediately subsequentwas amended (“GP Amendment”). Pursuant to the consummation of the transaction, the following members ofGP Amendment, Mr. Bryan H. Lawrence was appointed to the board of directors of our general partner tendered their resignations effective immediately: Mark Zand, Philip Braunstein, Ken Rubin, Arthur Amron, Douglas Lambertas a designee of Rhino Holdings and Mark Plaumann. As the owner of our general partner, RoyalRhino Holdings has the right to appoint an additional independent director. Rhino Holdings has the right to appoint two members ofto the board of directors of our general partner for as long as it continues to own 20% of the common units on an undiluted basis. The GP Amendment also provided Rhino Holdings with the authority to consent to any delegation of authority to any committee of the board of our general partner. Upon the exercise of the Call Option or the Put Option, the Second Amended and so appointed newRestated Limited Liability Company Agreement of our general partner, as amended, will be further amended to provide that Royal and Rhino Holdings will each have the ability to appoint three directors and that the remaining director will be the chief executive officer of our general partner unless agreed otherwise.

The Option Agreement superseded and terminated the equity exchange agreement entered into on September 30, 2016 by and among Royal, Rhino Holdings and our general partner.

Series A Preferred Unit Purchase Agreement

On December 30, 2016, we entered into a Series A Preferred Unit Purchase Agreement (“Preferred Unit Agreement”) with Weston Energy LLC (“Weston”), an entity wholly owned by certain investment partnerships managed by Yorktown, and Royal. Under the Preferred Unit Agreement, Weston and Royal agreed to fillpurchase 1,300,000 and 200,000, respectively, of Series A preferred units representing limited partner interests in us at a price of $10.00 per Series A preferred unit. The Series A preferred units have the vacancies resultingpreferences, rights and obligations set forth in our Fourth Amended and Restated Agreement of Limited Partnership, which is described below. In exchange for the Series A preferred units, Weston and Royal paid cash of $11.0 million and $2.0 million, respectively, to us and Weston assigned to us a $2.0 million note receivable from Royal originally dated September 30, 2016. Please read “—Letter Agreement Regarding Rhino Promissory Note and Weston Promissory Note.”

The Preferred Unit Agreement contains customary representations, warrants and covenants, which include among other things, that, for as long as the resignations, which includedSeries A preferred units are outstanding, we will cause CAM Mining, one of our subsidiaries, to conduct its business in the following: William Tuorto, Ronald Phillips, Michael Thompson, Douglas Holsted, Brian Hughsordinary course consistent with past practice and David Hanig.use reasonable best efforts to maintain and preserve intact its current organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with CAM Mining.

The Preferred Unit Agreement stipulates that upon the request of the holder of the majority of our common units following their conversion from Series A preferred units, as outlined in our partnership agreement, we will enter into a registration rights agreement with such holder. Such majority holder has the right to demand two shelf registration statements and registration statements on Form S-1, as well as piggyback registration rights.

On January 27, 2017, Royal sold 100,000 of its Series A preferred units to Weston and its other 100,000 Series A preferred units to another third party.

Letter Agreement Regarding Rhino Promissory Note and Weston Promissory Note

On December 30, 2016, we entered into a letter agreement with Royal whereby the maturity dates of the Weston Promissory Note and the final installment payment of the Rhino Promissory Note were extended to December 31, 2018. The letter agreement further provides that the aggregate $4.0 million balance of the Weston Promissory Note and Rhino Promissory Note may be converted at Royal’s option into a number of shares of Royal’s common stock equal to the outstanding balance multiplied by seventy-five percent (75%) of the volume-weighted average closing price of Royal’s common stock for the 90 days preceding the date of conversion (“Royal VWAP”), subject to a minimum Royal VWAP of $3.50 and a maximum Royal VWAP of $7.50.

 

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Private Placement of Common Units to Royal

 

Fourth Amended and Restated Partnership Agreement of Limited Partnership

On March 21,December 30, 2016, we and Royalour General Partner entered into a securities purchase agreement (the “Securities Purchasethe Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (“Amended and Restated Partnership Agreement”) pursuant to which we issued 60,000,000create, authorize and issue the Series A preferred units.

The Series A preferred units are a new class of equity security that rank senior to all classes or series of our equity securities with respect to distribution rights and rights upon liquidation. The holders of the Series A preferred units shall be entitled to receive annual distributions equal to the greater of (i) 50% of the CAM Mining free cash flow (as defined below) and (ii) an amount equal to the number of outstanding Series A preferred units multiplied by $0.80. “CAM Mining free cash flow” is defined in our partnership agreement as (i) the total revenue of our Central Appalachia business segment, minus (ii) the cost of operations (exclusive of depreciation, depletion and amortization) for our Central Appalachia business segment, minus (iii) an amount equal to $6.50, multiplied by the aggregate number of met coal and steam coal tons sold by us from our Central Appalachia business segment. If we fail to pay any or all of the distributions in respect of the Series A preferred units, such deficiency will accrue until paid in full and we will not be permitted to pay any distributions on our partnership interests that rank junior to the Series A preferred units, including our common units. The Series A preferred units will be liquidated in accordance with their capital accounts and upon liquidation will be entitled to distributions of property and cash in accordance with the balances of their capital accounts prior to such distributions to equity securities that rank junior to the Series A preferred units.

The Series A preferred units vote on an as-converted basis with the common units, to Royal in a private placement at $0.15 per common unit for an aggregate purchase price of $9.0 million. Royal paid us $2.0 million in cash and delivered a promissory note payable to us inwe will be restricted from taking certain actions without the amount of $7.0 million. The promissory note is payable in three installments: (i) $3.0 million on July 31, 2016; (ii) $2.0 million on or before September 30, 2016 and (iii) $2.0 million on or before December 31, 2016. In the event the disinterested membersconsent of the boardholders of directorsa majority of the Series A preferred units, including: (i) the issuance of additional Series A preferred units, or securities that rank senior or equal to the Series A preferred units; (ii) the sale or transfer of CAM Mining or a material portion of its assets; (iii) the repurchase of common units, or the issuance of rights or warrants to holders of common units entitling them to purchase common units at less than fair market value; (iv) consummation of a spin off; (v) the incurrence, assumption or guaranty of indebtedness for borrowed money in excess of $50.0 million except indebtedness relating to entities or assets that are acquired by us or our affiliates that is in existence at the time of such acquisition or (vi) the modification of CAM Mining’s accounting principles or the financial or operational reporting principles of our general partner determine that we do not need the capital that would be provided by either or both installments set forth in (ii) and (iii) above, in each case, weCentral Appalachia business segment, subject to certain exceptions.

Wewill have the option to rescind Royal’s purchase of 13,333,333 common units andconvert the applicable installment will not be payable (each, a “Rescission Right”). If we fail to exercise a Rescission Right, in each case, we have the option to repurchase 13,333,333 of our commonoutstanding Series A preferred units at $0.30any time on or after the time at which the amount of aggregate distributions paid in respect of each Series A preferred unit exceeds $10.00 per commonunit. Each Series A preferred unit from Royal (each,will convert into a “Repurchase Option”). The Repurchase Options terminate on December 31, 2017. Royal’s obligation to pay any installment of the promissory note is subject to certain conditions, including that we have entered into an agreement to extend the amended and restated credit agreement to a date no sooner than December 31, 2017. In the event such conditions are not satisfied as of the date each installment is due, Royal has the right to cancel the remaining unpaid balance of the promissory note in exchange for the surrender of such number of common units equal to the principal balancequotient (the “Series A Conversion Ratio”) of (i) the sum of $10.00 and any unpaid distributions in respect of such Series A Preferred Unit divided by (ii) 75% of the promissory note divided by $0.15. On May 13, 2016 and September 30, 2016, Royal paid us $3.0 million and $2.0 million, respectively,volume-weighted average closing price of the promissory note installmentscommon units for the preceding 90 trading days (the “VWAP”); provided however, that were due Julythe VWAP will be capped at a minimum of $2.00 and a maximum of $10.00. On December 31, 2016 and September 30, 2016, respectively. The payments were made in relation to2021, all outstanding Series A preferred units will convert into common units at the fifth amendment of the amended and restated credit agreement completed on May 13, 2016, which is discussed further below.then applicable Series A Conversion Ratio.

 

Fourth, Fifth and Sixth Amendments to Amended and Restated Credit Agreement

On March 17, 2016, our operating company, as borrower, and we and certain of our subsidiaries, as guarantors, entered into an amendment (the “Fourth Amendment”) of our Amended and Restated Credit Agreement. The Fourth Amendment amended the definition of change of control in our Amended and Restated Credit Agreement to permit Royal to purchase the membership interests of our general partner.Amendments

On May 13, 2016, we entered into the Fifth Amendment of the Amended and Restated Credit Agreement, which extended the term to July 31, 2017.

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In JulyDecember 2016, we entered into a sixthSeventh Amendment, which allows for the Series A preferred units as outlined in the Fourth Amended and Restated Agreement of Limited Partnership, which is further discussed in “—Fourth Amended and Restated Partnership Agreement”. The Seventh Amendment immediately reduced the revolving credit commitments by $11.0 million and provides for additional revolving credit commitment reductions of $2.0 million each on June 30, 2017 and September 30, 2017. The Seventh Amendment further reduces the revolving credit commitments over time on a dollar-for-dollar basis for the net cash proceeds received from any asset sales after the Seventh Amendment date once the aggregate net cash proceeds received exceeds $2.0 million. The Seventh Amendment alters the maximum leverage ratio to 4.0 to 1.0 effective December 31, 2016 through May 31, 2017 and 3.5 to 1.0 from June 30, 2017 through December 31, 2017. The maximum leverage ratio shall be reduced by 0.50 to 1.0 for every $10.0 million of net cash proceeds, in the aggregate, received after the Seventh Amendment date from (i) the issuance of any equity by us and/or (ii) the disposition of any assets in excess of $2.0 million in the aggregate, provided, however, that in no event will the maximum leverage ratio be reduced below 3.0 to 1.0.

The Seventh Amendment alters the minimum consolidated EBITDA figure, as calculated on a rolling twelve months basis, to $12.5 million from December 31, 2016 through May 31, 2017 and $15.0 million from June 30, 2017 through December 31, 2017. The Seventh Amendment alters the maximum capital expenditures allowed, as calculated on a rolling twelve months basis, to $20.0 million through the expiration of the credit facility. A condition precedent to the effectiveness of the Seventh Amendment was the receipt of the $13.0 million of cash proceeds received by us from the issuance of the Series A preferred units pursuant to the Preferred Unit Agreement, which we used to repay outstanding borrowings under the revolving credit facility. Per the Seventh Amendment, the receipt of $13.0 million cash proceeds fulfills the required Royal equity contributions as outlined in the previous amendments to our credit agreement.

On March 23, 2017, we entered into an eighth amendment (the “Sixth“Eighth Amendment”) of our amended and restated senior securedcredit agreement that allows the annual auditor’s report for the years ending December 31, 2016 and 2015 to contain a qualification with respect to the short-term classification of our credit facility that permitted the sale of Elk Horn that was discussed earlier. (see “—Liquidity and Capital Resources—Amended and Restated Credit Agreement” for further details of the Fourth, Fifth and Sixth Amendments).balance without creating a default under our credit agreement.

 

SuspensionOn June 9, 2017, we entered into a ninth amendment (the “Ninth Amendment”) of our amended and Delistingrestated credit agreement that permitted outstanding letters of Common Units fromcredit to be replaced with different counterparties without affecting the New York Stock Exchange (“NYSE”)revolving credit commitments under the credit agreement. The Ninth Amendment also permits certain lease and sale leaseback transactions under the credit agreement that do not affect the revolving credit commitments under the credit agreement for asset dispositions and also do not factor in the calculation of the maximum capital expenditures allowed under the credit agreement.

 

As previously disclosed, onof June 30, 2017 and December 17, 2015, the NYSE notified us that that the NYSE had determined to commence proceedings to delist our common units from the NYSE as a result of our failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million for our common units. The NYSE also suspended the trading of our common units at the close of trading on December 17, 2015.

On January 4,31, 2016, we filed an appealwere in compliance with the NYSErespect to review the suspension and delisting determination ofall covenants contained in our common units. The NYSE held a hearing regarding our appeal on April 20, 2016 and affirmed its prior decision to delist our common units.credit agreement.

On April 27, 2016, the NYSE filed with the SEC a notification of removal from listing and registration on Form 25 to delist our common units and terminate the registration of our common units under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective on May 9, 2016. The Partnership’s common units trade on the OTCQB Marketplace under the ticker symbol “RHNO.”

We are exploring the possibility of listing our common units on the NASDAQ Stock Market (“NASDAQ”), pending our capability to meet the NASDAQ initial listing standards.

Reverse Unit Split

On April 18, 2016, we completed a 1-for-10 reverse split on our common units and subordinated units. Pursuant to the reverse split, common unitholders received one common unit for every 10 common units owned on April 18, 2016 and subordinated unitholders received one subordinated unit for every 10 subordinated units owned on April 18, 2016. All common and subordinated unit, net income (loss) per unit and distribution per unit references included herein have been adjusted as if the change took place before the date of the earliest transaction reported. Any fractional units resulting from the reverse unit split were rounded to the nearest whole unit. The reverse unit split was intended to increase the market price per unit of our common units in order to comply with the NYSE’s continued listing standards.

 

Distribution Suspension

Beginning with the quarter ended June 30, 2015 and continuing through the current quarter ended SeptemberJune 30, 2016,2017, we have suspended the cash distribution foron our common units. For each of the quarters ended September 30, 2014, and December 31, 2014 we announced cash distributions of $0.05 per common unit, or $0.20 per unit on an annualized basis, and for the quarter ended March 31, 2015, we announced cash distributions of $0.02 per common unit or $0.08 per unit on an annualized basis. Each of these quarters’ distributionat levels were lower than the historical quarters’minimum quarterly distribution. We have not paid any distribution amounts of $0.445 per common unit, or $1.78 per unit on an annualized basis.our subordinated units for any quarter after the quarter ended March 31, 2012. The distribution suspension and prior reductions were the result of prolonged weakness in the coal markets, which has continued to adversely affect our cash flow.

 

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OurPursuant to our partnership agreement, our common units accrue arrearages every quarter when the distribution level is below the minimum level of $0.445$4.45 per unit, as outlined in our limited partnership agreement.unit. Since our distributions for the quarters ended September 30, 2014, December 31, 2014 and March 31, 2015 were below the minimum level and we altogether suspended the distribution forbeginning with the quartersquarter ended June 30, 2015, through September 30, 2016, we have accumulated arrearages at SeptemberJune 30, 20162017 related to the common unit distribution of approximately $149.7$322.8 million.

 

Deane Mining Complex

On October 30, 2015, we executed a binding letter of intent with a third party for the purchase of our Deane mining complex. The sale of the Deane mining complex was completed on December 30, 2015. Our Deane mining complex is located in eastern Kentucky and includes one underground mine. The infrastructure at the Deane mining complex consists of a preparation plant and a unit train loadout facility. We evaluated the appropriate held for sale accounting criteria to determine if the Deane mining complex should be classified as held for sale as of September 30, 2015. Based on this evaluation, we determined the Deane mining complex met the held for sale criteria at September 30, 2015 and, accordingly, the Deane mining complex asset group was written down to its estimated fair value of $2.0 million. Due to the determination that the Deane mining complex met the held for sale criteria, we recorded an impairment charge of approximately $2.3 million for the three and nine months ended September 30, 2015. The sale of the Deane complex in December 2015 transferred the underground mine, related equipment, the preparation plant and loadout facility in exchange for $2.0 million in the form of a promissory note receivable from the third party. The note accrued interest with initial interest payments due beginning June 2016 and the final principal due December 31, 2017. We had not received any of the scheduled interest payments from the third party as of September 30, 2016 and ongoing discussions with the third party indicated it was more likely than not that we would not receive the balance of the note receivable. While we continue discussions with the third party for collection of the note receivable, we recorded a $2.0 million reserve against the note receivable as of September 30, 2016.

Cana Woodford

We had an oil and natural gas investment of approximately 1,900 net mineral acres in the Cana Woodford region of western Oklahoma. During the second quarter of 2015, we received unsolicited offers from third parties to purchase this oil and natural gas investment. We evaluated these offers in contemplation of a potential sale of these mineral rights. Due to the receipt of these offers and our potential sale of these mineral rights, we evaluated the appropriate held for sale accounting criteria to determine if the Cana Woodford mineral rights should be classified as held for sale as of June 30, 2015. Based on this evaluation, we determined these mineral rights met the held for sale criteria at June 30, 2015 and, accordingly, these mineral rights were written down to their estimated fair value. Due to the determination that the mineral rights met the held for sale criteria, we recorded an impairment charge of approximately $2.2 million for the Cana Woodford mineral rights during the nine months ended September 30, 2015.

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Factors That Impact Our Business

 

Our results of operations in the near term could be impacted by a number of factors, including (1) our ability to fund our ongoing operations and necessary capital expenditures, (2) the availability of transportation for coal shipments, (3) poor mining conditions resulting from geological conditions or the effects of prior mining, (4) equipment problems at mining locations, (5) adverse weather conditions and natural disasters or (6) the availability and costs of key supplies and commodities such as steel, diesel fuel and explosives.

 

On a long-term basis, our results of operations could be impacted by, among other factors, (1) our ability to fund our ongoing operations and necessary capital expenditures, (2) changes in governmental regulation, (3) the availability and prices of competing electricity-generation fuels, (4) the world-wide demand for steel, which utilizes metallurgical coal and can affect the demand and prices of metallurgical coal that we produce, (5) our ability to secure or acquire high-quality coal reserves and (6) our ability to find buyers for coal under favorable supply contracts.

 

We have historically sold a majority of our coal through supply contracts and anticipate that we will continue to do so. As of SeptemberJune 30, 2016,2017, we had commitments under salessupply contracts to deliver annually scheduled base quantities of coal as follows:

 

Year Tons (in thousands) Number of customers  Tons (in thousands) Number of customers 
2016 Q4   797   14 
2017   2,910   10 
2017Q3-Q4  1,884   15 
2018   701   3   1,001   5 
2019  300   1 

 

Some of the contracts have sales price adjustment provisions, subject to certain limitations and adjustments, based on a variety of factors and indices.

 

Results of Operations

 

Segment Information

As of SeptemberJune 30, 2016,2017, we have four reportable business segments: Central Appalachia, Northern Appalachia, Rhino Western and Illinois Basin. Additionally, we have an Other category that includes our ancillary businesses and our remaining oil and natural gas activities. Our Central Appalachia segment consists of two mining complexes: Tug River and Rob Fork, which, as of SeptemberJune 30, 2016,2017, together included one underground mine, three surface mines and three preparation plants and loadout facilities in eastern Kentucky and southern West Virginia. We idled a majority of operations beginning in the third quarter of 2015 to reduce excess coal inventory. We have resumed mining operations at all of our Central Appalachia operations during the three months ended September 30, 2016. Our Northern Appalachia segment consists of the Hopedale mining complex, the Sands Hill mining complex, and the Leesville field. The Hopedale mining complex, located in northern Ohio, included one underground mine and one preparation plant and loadout facility as of SeptemberJune 30, 2016.2017. Our Sands Hill mining complex, located in southern Ohio, included twoone surface mines,mine, a preparation plant and a river terminal as of SeptemberJune 30, 2016.2017. Our Rhino Western segment includes ourone underground mine in the Western Bituminous region at our Castle Valley mining complex in Utah. Our Illinois Basin segment includes one underground mine, preparation plant and river loadout facility at our Pennyrile mining complex located in western Kentucky, as well as our Taylorville field reserves located in central Illinois. Our Other category is comprised of our ancillary businesses and our remaining oil and natural gas activities.

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Evaluating Our Results of Operations

Our management uses a variety of financial measurements to analyze our performance, including (1) Adjusted EBITDA, (2) coal revenues per ton and (3) cost of operations per ton.

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Adjusted EBITDA. The discussion of our results of operations below includes references to, and analysis of, our segments’ Adjusted EBITDA results. Adjusted EBITDA, a Non-GAAP financial measure, represents net income before deducting interest expense, income taxes and depreciation, depletion and amortization, while also excluding certain non-cash and/or non-recurring items. Adjusted EBITDA is used by management primarily as a measure of our segments’ operating performance. Adjusted EBITDA should not be considered an alternative to net income, income from operations, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Because not all companies calculate Adjusted EBITDA identically, our calculation may not be comparable to similarly titled measures of other companies. Please read “—ReconciliationReconciliations of Adjusted EBITDA to Net Income by Segment”EBITDA” for reconciliations of Adjusted EBITDA to net income by segment for each of the periods indicated.

 

Coal Revenues Per Ton. Coal revenues per ton represents coal revenues divided by tons of coal sold. Coal revenues per ton is a key indicator of our effectiveness in obtaining favorable prices for our product.

 

Cost of Operations Per Ton. Cost of operations per ton sold represents the cost of operations (exclusive of depreciation, depletion and amortization) divided by tons of coal sold. Management uses this measurement as a key indicator of the efficiency of operations.

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Summary

The following table sets forth certain information regarding our revenues, operating expenses, other income and expenses, and operational data for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

 Three months ended
September 30,
 Nine months ended
September 30,
  Three months ended
June 30,
 Six months ended
June 30,
 
 2016 2015 2016 2015  2017 2016 2017 2016 
 (in millions)  (in millions) 
Statement of Operations Data:                         
Total revenues $43.4  $51.9  $124.4  $158.3  $56.5  $41.6  $110.1  $80.9 
Costs and expenses:                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below)  35.3   47.7   98.1   139.7   46.7   33.4   91.6   62.9 
Freight and handling costs  0.4   0.7   1.5   1.9   0.2   0.5   0.9   1.0 
Depreciation, depletion and amortization  6.5   7.8   18.3   24.5   5.6   5.8   11.3   11.9 
Selling, general and administrative (exclusive of depreciation, depletion and amortization shown separately above)  4.3   2.9   12.3   11.8   2.7   3.9   5.8   7.9 
Loss on asset impairments  -   2.3   -   4.5 
(Gain) on sale/disposal of assets-net  (0.1)  (0.4)  (0.4)  (0.5)
(Loss) from operations  (3.0)  (9.1)  (5.4)  (23.6)
Loss/(gain) on sale/disposal of assets-net  0.1   -   0.1   (0.3)
Income/(loss) from operations  1.2   (2.0)  0.4   (2.5)
Interest and other (expense)/income:                                
Interest expense  (1.9)  (1.4)  (5.2)  (3.6)  (0.9)  (1.7)  (2.1)  (3.3)
Gain on extinguishment of debt  1.7   -   1.7   - 
Interest income  -   0.1   -   0.1 
Equity in net (loss)/income of unconsolidated affiliates  -   0.1   (0.1)  0.3   -   (0.1)  -   (0.1)
Total interest and other (expense)  (0.2)  (1.3)  (3.6)  (3.3)  (0.9)  (1.7)  (2.1)  (3.3)
Net (loss) from continuing operations  (3.2)  (10.4)  (9.0)  (26.9)
Net income (loss) from discontinued operations  (0.6)  1.1   (117.9)  5.6 
Net (loss) $(3.8) $(9.3) $(126.9) $(21.3)
Net income/(loss) from continuing operations  0.3   (3.7)  (1.7)  (5.8)
Net (loss) from discontinued operations  -   (118.3)  -   (117.4)
Net income/(loss)* $0.3  $(121.9) $(1.7) $(123.2)
                                
Other Financial Data                                
Adjusted EBITDA from continuing operations $5.5  $1.2  $14.9  $5.7  $6.9  $3.9  $11.7  $9.3 
EBITDA from discontinued operations  0.1   1.6   1.8   7.4 
Adjusted EBITDA from discontinued operations  -   0.6   -   1.8 
Total Adjusted EBITDA $5.6  $2.8  $16.7  $13.1  $6.9  $4.5  $11.7  $11.1 

* Totals may not foot due to rounding

 

Three Months Ended SeptemberJune 30, 20162017 Compared to Three Months Ended SeptemberJune 30, 20152016

Summary.For the three months ended SeptemberJune 30, 2016,2017, our total revenues decreasedincreased to $43.4$56.5 million from $51.9$41.6 million for the three months ended SeptemberJune 30, 2015,2016, which is a 16.3% decrease.35.9% increase. We sold approximately 0.81.0 million tons of coal for the three months ended SeptemberJune 30, 2016,2017, which is a 12.9% decrease31.2% increase compared to the tons of coal sold for the three months ended SeptemberJune 30, 2015.2016. The decreaseincrease in revenue and tons sold was primarily the result of continued weakincreased production in Central Appalachia due to recent increases in coal prices and demand and low prices in thefor met and steam coal markets, particularlyproduced in Central Appalachia, partially offset by increased sales from our Pennyrile operation in the Illinois Basin.this region. We believe the weak demand in the steam coal markets was primarily driven by a continued over-supply of low-priced natural gas, which electric utilities utilize as a source of electricity generation in lieu of steam coal. We believe the weak demand in the met coal markets was primarily driven by a decrease in worldwide steel production due to ongoing global economic weakness, particularly in China. While coal prices have increased recently, particularly met coal prices, we do not anticipate the recent increase in price increaseand demand will continue to benefit our financial results untilin 2017.

 

40

Net lossincome from continuing operations improved for the three months ended September 30, 2016 compared to the three months ended September 30, 2015. We generated a net loss from continuing operations of approximately $3.2was $0.3 million for the three months ended SeptemberJune 30, 20162017 compared to a net loss from continuing operations of approximately $10.4$3.7 million for the three months ended SeptemberJune 30, 2015. For2016. Our net income from continuing operations improved during the three months ended SeptemberJune 30, 2017 compared to 2016 primarily due to increased coal revenues from improved demand for met and steam coal in our total net loss from continuing operations was impacted by a charge of $2.0 million related to the reserve taken against the note receivable from our Deane mining complex sale discussed earlier. For the three months ended September 30, 2015, our total net loss from continuing operations was impacted by an asset impairment charge of $2.3 million related to our Deane mining complexCentral Appalachia segment discussed earlier.

 

Adjusted EBITDA from continuing operations increased to $5.5$6.9 million for the three months ended SeptemberJune 30, 20162017 from $1.2$4.5 million for the three months ended SeptemberJune 30, 2015.2016. Adjusted EBITDA from continuing operations increased period to period primarily due to an increase in net income during the lowerthree months ended June 30, 2017 compared to a net loss generated year-to-year.for the three months ended June 30, 2016.

 

Including the net loss from discontinued operations of approximately $0.6$118.3 million, our total net loss and Adjusted EBITDA for the three months ended SeptemberJune 30, 2016 were $3.8$121.9 million and $5.6$4.5 million, respectively. Including the incomeWe did not incur a gain or loss from discontinued operations of approximately $1.1 million, our total net loss and Adjusted EBITDA for the three months ended SeptemberJune 30, 2015 were $9.3 million and $2.8 million, respectively.2017.

41

 

Tons Sold. The following table presents tons of coal sold by reportable segment for the three months ended SeptemberJune 30, 20162017 and 2015:2016:

 

 Three months Three months Increase/    Three months Three months Increase/   
 Ended ended (Decrease)    ended ended (Decrease)   
Segment September 30, 2016 September 30, 2015 Tons % *  June 30, 2017 June 30, 2016 Tons % * 
 (in thousands, except %)  (in thousands, except %) 
Central Appalachia  179.7   231.9   (52.2)  (22.5%)  385.6   88.2   297.4   337.2%
Northern Appalachia  149.1   264.2   (115.1)  (43.6%)  75.8   161.2   (85.4)  (53.0%)
Rhino Western  185.1   234.3   (49.2)  (21.0%)  228.7   215.1   13.6   6.3%
Illinois Basin  304.5   209.4   95.1   45.4%  357.0   333.5   23.5   7.1%
Total *  818.4   939.8   (121.4)  (12.9%)  1,047.1   798.0   249.1   31.2%

 

*Calculated percentages and the rounded totals presented are based upon on actual whole ton amounts and not the rounded amounts presented in this table.

 

We sold approximately 0.81.0 million tons of coal for the three months ended SeptemberJune 30,, 2016, 2017, which was a 12.9% decrease31.2% increase compared tothe three months ended SeptemberJune 30,, 2015. 2016. The decreaseincrease in tons sold year-to-yearperiod over period was primarily due to lowerhigher sales from our Central Appalachia segment due to weakthe increased demand for met and steam coal from this region. Tons of coal sold in our Central Appalachia segment decreasedincreased by approximately 22.5%337.2% to approximately 0.20.4 million tons for the three months ended SeptemberJune 30,, 2016 2017 compared to the three months ended SeptemberJune 30,, 2015, 2016, primarily due to a decreasean increase in demand for met and steam coal tons sold in the three months ended September 30, 2016compared to 2015 due to ongoing weak market demand for coal from this region. For our Northern Appalachia segment, tons of coal sold decreased by approximately 43.6%53.0% for the three months ended SeptemberJune 30,, 2016 2017 compared to the three months ended SeptemberJune 30,, 2015 2016, as we experienced a decrease in tons sold from our Sands Hill and Hopedale complexoperations due to weak demand for coal from this region.region. Coal sales from our Rhino Western segment decreasedincreased by approximately 21.0%6.3% for the three months ended SeptemberJune 30,, 2016 2017 compared to the same period in 20152016 due to decreasedincreased customer demand from our Castle Valley operation.demand. For our Illinois Basin segment, tons of coal sold increased by approximately 45.4%7.1% for the three months ended SeptemberJune 30,, 2016 2017 compared to the three months ended SeptemberJune 30,, 2015 2016 aswe increased production and sales year-to-yearperiod over period from our Pennyrile mine in western Kentucky to meet our contracted sales commitments.

 

34 42
 

Revenues.The following table presents revenues and coal revenues per ton by reportable segment for the three months endedSeptember June 30,, 2016 2017 and 2015:2016:

 

  Three months  Three months       
  ended  ended  Increase/(Decrease)    
Segment September 30, 2016  September 30, 2015  $  %* 
  (in millions, except per ton data and %) 
Central Appalachia                
Coal revenues $10.4  $11.5  $(1.1)  (9.5%)
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   3.5   (3.5)  (99.3%)
Total revenues $10.4  $15.0  $(4.6)  (30.3%)
Coal revenues per ton* $57.91  $49.59  $8.32   16.8%
Northern Appalachia                
Coal revenues $8.8  $15.7  $(6.9)  (43.9%)
Freight and handling revenues  0.4   0.7   (0.3)  (42.4%)
Other revenues  1.8   2.0   (0.2)  (11.6%)
Total revenues $11.0  $18.4  $(7.4)  (40.3%)
Coal revenues per ton* $58.75  $59.13  $(0.38)  (0.7%)
Rhino Western                
Coal revenues $7.2  $8.7  $(1.5)  (17.0%)
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   -   -   n/a 
Total revenues $7.2  $8.7  $(1.5)  (17.0%)
Coal revenues per ton* $39.00  $37.13  $1.87   5.0%
Illinois Basin                
Coal revenues $14.6  $9.6  $5.0   51.4%
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   -   -   n/a 
Total revenues $14.6  $9.6  $5.0   51.1%
Coal revenues per ton* $47.97  $46.07  $1.90   4.1%
Other**                
Coal revenues  n/a   n/a   n/a   n/a 
Freight and handling revenues  n/a   n/a   n/a   n/a 
Other revenues  0.2   0.2   -   n/a 
Total revenues $0.2  $0.2  $-   n/a 
Coal revenues per ton*  n/a   n/a   n/a   n/a 
Total                
Coal revenues $41.0  $45.5  $(4.5)  (9.8%)
Freight and handling revenues  0.4   0.7   (0.3)  (42.4%)
Other revenues  2.0   5.7   (3.7)  (64.9%)
Total revenues $43.4  $51.9  $(8.5)  (16.3%)
Coal revenues per ton* $50.09  $48.38  $1.71   3.5%

*Percentages and per ton amounts are calculated based on actual amounts and not the rounded amounts presented in this table.
**The Other category includes results for our ancillary businesses. The activities performed by these ancillary businesses also do not directly relate to coal production. As a result, coal revenues and coal revenues per ton are not presented for the Other category.

43
  Three months  Three months       
  ended  ended  Increase/(Decrease) 
Segment June 30, 2017  June 30, 2016  $  %* 
  (in millions, except per ton data and %) 
Central Appalachia                
Coal revenues $25.6  $5.6  $20.0   360.7%
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   -   -   n/a 
Total revenues $25.6  $5.6  $20.0   356.1%
Coal revenues per ton* $66.42  $63.03  $3.39   5.4%
Northern Appalachia                
Coal revenues $2.7  $9.2  $(6.5)  (70.3%)
Freight and handling revenues  0.2   0.6   (0.4)  (67.8%)
Other revenues  1.6   1.8   (0.2)  (11.9%)
Total revenues $4.5  $11.6  $(7.1)  (61.2%)
Coal revenues per ton* $36.10  $57.21  $(21.11)  (36.9%)
Rhino Western                
Coal revenues $8.8  $8.3  $0.5   5.3%
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   -   -   n/a 
Total revenues $8.8  $8.3  $0.5   5.3%
Coal revenues per ton* $38.31  $38.70  $(0.39)  (1.0%)
Illinois Basin                
Coal revenues $17.6  $16.0  $1.6   10.0%
Freight and handling revenues  -   -   -   n/a 
Other revenues  -   -   -   n/a 
Total revenues $17.6  $16.0  $1.6   10.0%
Coal revenues per ton* $49.30  $47.98  $1.32   2.8%
Other**                
Coal revenues   n/a    n/a    n/a   n/a 
Freight and handling revenues   n/a    n/a    n/a   n/a 
Other revenues  -   0.1   (0.1)  (94.8%)
Total revenues $-  $0.1  $(0.1)  (94.8%)
Coal revenues per ton*   n/a    n/a    n/a   n/a 
Total                
Coal revenues $54.7  $39.1  $15.6   39.9%
Freight and handling revenues  0.2   0.6   (0.4)  (67.8%)
Other revenues  1.6   1.9   (0.3)  (14.9%)
Total revenues $56.5  $41.6  $14.9   35.9%
Coal revenues per ton* $52.25  $49.01  $3.24   6.6%

 

Our coal revenues for the three months endedSeptember June 30,, 2016 decreased 2017 increased by approximately $4.5$15.6 million, or 9.8%39.9%, to approximately $41.0$54.7 million from approximately $45.5$39.1 million for the three months endedSeptember June 30,, 2015. 2016. The decreaseincrease in coal revenues was primarily due to feweran increase in met and steam coal tons sold in NorthernCentral Appalachiapartially offset by as we saw increased salesdemand for met and steam coal from our Pennyrile mine inthis region during the Illinois Basin.current period. Coal revenues per ton was $50.09$52.25 for the three months endedSeptember June 30,, 2016, 2017, an increase of $1.71,$3.24, or 3.50%6.6%, from $48.38$49.01 per ton for the three months endedSeptember June 30,, 2015. 2016. This increase in coal revenues per ton was primarily the result of a higher mix of higher priced met coal tons sold in Central Appalachia compared to the prior period.

 

For our Central Appalachia segment, coal revenues decreasedincreased by approximately $1.1$20.0 million, or 9.5%360.7%, to approximately $10.4$25.6 million for the three months endedSeptember June 30,, 2016 2017 from approximately $11.5$5.6 million for the three months endedSeptember June 30,, 2015. 2016. This decreaseincrease was primarily due to fewerthe increase in coal prices and demand for met and steam coal tons sold which reflects the weak coal market conditions for coal from this region. Coal revenues per ton for our Central Appalachia segment increased by $8.32,$3.39, or 16.8%5.4%, to $57.91$66.42 per ton for the three months endedSeptember June 30,, 2016 2017 as compared to $49.59$63.03 for the three months endedSeptember June 30,, 2015, 2016, which was primarily due to a higher mix of higher priced met coal tons sold as steam coal tons decreased year-to-year duein Central Appalachia compared to ongoing weak demand for steam coal from this region.the prior period.

 

For our Northern Appalachia segment, coal revenues were approximately $8.8$2.7 million for the three months endedSeptember June 30,, 2016, 2017, a decrease of approximately $6.9$6.5 million, or 43.9%70.3%, from approximately $15.7$9.2 million for the three months endedSeptember June 30,, 2015. 2016. This decrease was primarily due to a decrease in tons sold from our Sands Hill and Hopedale complexoperations in Northern Appalachia due to weak demand for coal from the Northern Appalachia region during the three months endedSeptember June 30,, 2016. 2017. Coal revenues per ton for our Northern Appalachia segment was primarily flat at $58.75decreased by $21.11 or 36.9% per ton for the three months endedSeptember June 30,, 2016 2017 as compared to $59.13 per ton$57.21 for the three months endedSeptember June 30,, 2015. 2016, which was primarily due to the larger mix of lower priced tons being sold from our Sands Hill complex compared to higher priced tons sold from our Hopedale complex.

 

For our Rhino Western segment, coal revenues decreasedincreased by approximately $1.5$0.5 million, or 17.0%5.3%, to approximately $7.2$8.8 million for the three months endedSeptember June 30,, 2016 2017 from approximately $8.7$8.3 million for the three months endedSeptember June 30,, 2015, 2016 primarily due to a decreasean increase in tons sold due to decreased customer demand at ourfrom the Castle Valley operation.mine. Coal revenues per ton for our Rhino Western segment was $39.00decreased by $0.39 or 1.0% per ton for the three months endedSeptember June 30,, 2016, an increase of $1.87, or 5.0%, from $37.13 2017 as compared to $38.70 per ton for the three months endedSeptember June 30,, 2015. The increase in coal revenues per ton was due to an increase in the contracted sales prices for steam coal sales from our Castle Valley mine for the three months endedSeptember 30, 2016 compared to the same period in 2015. 2016.

 

For our Illinois Basin segment, coal revenues of approximately $14.6$17.6 million for the three months endedSeptember June 30,, 2016 2017 increased by approximately $5.0$1.6 million, or 51.4%10.3%, compared to $9.6$16.0 million for the three months endedSeptember June 30,, 2015. 2016. The increase was due to increased sales from our Pennyrile mine in western Kentucky to fulfill our customer contracts. Coal revenues per ton for our Illinois Basin segment was $47.97were $49.30 for the three months endedSeptember June 30,, 2016, 2017, an increase of $1.90,$1.32, or 4.1%2.8%, from $46.07$47.98 for the three months endedSeptember June 30,, 2015. 2016. The increase in coal revenues per ton was due to higher contracted prices for tons sold.

44

Other revenues for our Other category was relatively flat at approximately $0.2$0.1 million for the three months endedSeptember June 30,, 2017 as compared to the three months ended June 30, 2016.

Central Appalachia Overview of Results by Product.Additional information for the Central Appalachia segment detailing the types of coal produced and sold, premium high-vol met coal and steam coal, is presented below. Note that our Northern Appalachia, Rhino Western and Illinois Basin segments currently produce and sell only steam coal.

 

(In thousands, except per ton data and %) Three months ended
September 30, 2016
 Three months ended
September 30, 2015
 Increase (Decrease) %*  Three months ended June 30, 2017 Three months ended June 30, 2016 Increase (Decrease) %* 
Met coal tons sold  88.4   32.2   174.7%  182.5   30.7   494.6%
Steam coal tons sold  91.3   199.7   (54.3%)  203.1   57.5   253.2%
Total tons sold  179.7   231.9   (22.5%)  385.6   88.2   337.2%
                        
Met coal revenue $5,654  $2,634   114.6% $15,229  $2,569   492.7%
Steam coal revenue $4,753  $8,865   (46.4%) $10,380  $2,990   247.2%
Total coal revenue $10,407  $11,499   (9.5%) $25,609  $5,559   360.7%
                        
Met coal revenues per ton $63.95  $81.85   (21.9%) $83.45  $83.72   (0.3%)
Steam coal revenues per ton $52.07  $44.39   17.3% $51.11  $51.99   (1.7%)
Total coal revenues per ton $57.91  $49.59   16.8% $66.42  $63.03   5.4%
                        
Met coal tons produced  108.0   26.5   307.7%  171.7   41.8   311.1%
Steam coal tons produced  104.0   67.9   52.6%  227.6   70.2   224.2%
Total tons produced  212.0   94.4   124.2%  399.3   112.0   256.6%

 

* Percentage amounts are calculated based on actual amounts and not the rounded amounts presented in this table.

37 
 45

 

Costs and Expenses.The following table presents costs and expenses (including the cost of purchased coal) and cost of operations per ton by reportable segment for the three months endedSeptember June 30,, 2016 2017 and 2015:2016:

 

 Three months Three months Increase/    Three months Three months     
 ended ended (Decrease)    ended ended Increase/(Decrease) 
Segment September 30, 2016 September 30, 2015 $ %*  June 30, 2017 June 30, 2016 $ %* 
 (in millions, except per ton data and %)  (in millions, except per ton data and %) 
Central Appalachia                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $6.9  $14.7  $(7.8)  (52.8%) $20.5  $6.1  $14.4   235.6%
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  1.6   2.6   (1.0)  (36.0%)  2.0   1.6   0.4   22.9%
Selling, general and administrative  2.0   2.6   (0.6)  (23.7%)  -   -   -   n/a 
Cost of operations per ton* $38.51  $63.19  $(24.68)  (39.1%) $53.05  $69.12  $(16.07)  (23.2%)
                                
Northern Appalachia                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $7.8  $13.1  $(5.3)  (40.8%) $5.4  $7.8  $(2.4)  (31.4%)
Freight and handling costs  0.4   0.7   (0.3)  (45.7%)  0.2   0.5   (0.3)  (55.8%)
Depreciation, depletion and amortization  0.8   1.9   (1.1)  (59.0%)  0.4   0.8   (0.4)  (48.5%)
Selling, general and administrative  -   0.1   (0.1)  (56.8%)  -   -   -   n/a 
Cost of operations per ton* $52.13  $49.68  $2.45   4.9% $71.04  $48.66  $22.38   46.0%
                                
Rhino Western                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $5.3  $7.2  $(1.9)  (26.3%) $6.7  $6.4  $0.3   4.9%
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  1.3   1.6   (0.3)  (18.9%)  1.2   1.4   (0.2)  (14.5%)
Selling, general and administrative  -   -   -   n/a   -   -   -   n/a 
Cost of operations per ton* $28.82  $30.91  $(2.09)  (6.8%) $29.13  $29.54  $(0.41)  (1.4%)
                                
Illinois Basin                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $13.4  $10.5  $2.9   28.3% $14.6  $13.8  $0.8   5.7%
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  2.6   1.6   1.0   62.4%  1.9   1.9   -   4.4%
Selling, general and administrative  0.1   -   0.1   116.1%  0.1   0.1   -   n/a 
Cost of operations per ton* $43.99  $49.86  $(5.87)  (11.8%) $40.85  $41.38  $(0.53)  (1.3%)
                                
Other                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $1.8  $2.2  $(0.4)  (17.6%) $(0.5) $(0.7) $0.2   (43.4%)
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  0.2   0.1   0.1   (13.6%)  0.1   0.1   -   (34.6%)
Selling, general and administrative  2.2   0.2   2.0   1046.0%  2.6   3.8   (1.2)  (31.4%)
Cost of operations per ton**  n/a   n/a   n/a   n/a   n/a   n/a   n/a   n/a 
                                
Total                                
                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $35.2  $47.7  $(12.5)  (26.1%) $46.7  $33.4  $13.3   39.9%
Freight and handling costs  0.4   0.7   (0.3)  (45.7%)  0.2   0.5   (0.3)  (55.8%)
Depreciation, depletion and amortization  6.5   7.8   (1.3)  (17.2%)  5.6   5.8   (0.2)  (3.5%)
Selling, general and administrative  4.3   2.9   1.4   50.2%  2.7   3.9   (1.2)  (30.0%)
Cost of operations per ton* $43.07  $50.73  $(7.66)  (15.1%) $44.57  $41.81  $2.76   6.6%

 

* Percentages and per ton amounts are calculated based on actual amounts and not the rounded amounts presented in this table.

 

** Cost of operations presented for our Other category includes costs incurred by our ancillary businesses and our oil and natural gas investments. The activities performed by these ancillary businesses do not directly relate to coal production. As a result, per ton measurements are not presented for this category.

 

46

Cost of Operations.Total cost of operations was $35.2$46.7 million for the three months endedSeptember June 30,, 2016 2017 as compared to $47.7$33.4 million for the three months endedSeptember June 30,, 2015. 2016. Our cost of operations per ton was $43.07$44.57 for the three months endedSeptember June 30,, 2016, a decrease 2017, an increase of $7.66,$2.76, or 15.1%6.6%, from the three months endedSeptember June 30,, 2015. 2016. Total cost of operations decreasedin Central Appalachia increased by $14.4 million, primarily due to lower costsan increase in production in Central Appalachia during the three months ended June 30, 2107 due to increased demand for met and Northern Appalachia, partially offset by increased costssteam coal from higher production at our Pennyrile mine in the Illinois Basin.this region. The decreaseincrease in the cost of operations on a per ton basis was primarily due to a decrease from our Centralfixed operating costs being allocated to fewer tons of coal sold in Northern Appalachia segment as we idled a majority of operations beginning infor the third quarter of 2015three months ended June 30, 2017 compared to reduce excess coal inventory, which resulted in lower production and higher cost of operations per ton during this 2015the prior period.

 

Our cost of operations for the Central Appalachia segment decreasedincreased by $7.8$14.4 million, or 52.8%235.6%, to $6.9$20.5 million for the three months endedSeptember June 30,, 2016 2017 from $14.7$6.1 million for the three months endedSeptember June 30,, 2015. 2016. Total cost of operations decreased year-to-year sinceincreased period over period as we optimizedincreased production in this region during the three months endedSeptember June 30,, 2016 compared 2017 due to the prior period.increased demand for met and steam coal from this region. Our cost of operations per ton of $38.51$53.05 for the three months endedSeptember June 30,, 2016 2017 was a reduction of 39.1%23.2% compared to $63.19$69.12 per ton for the three months endedSeptember June 30,, 2015, as we idled a majority of operations beginning in 2016. We increased production and sales during the third quarter of 2015current period due to reduce excessincreased met and steam coal inventory, whichdemand that resulted in lower production and higher cost of operations per ton during this 2015 period.compared to the prior period as fixed costs were allocated to more tons of coal sold.

 

In our Northern Appalachia segment, our cost of operations decreased by $5.3$2.4 million, or 40.8%31.4%, to $5.4 million for the three months ended June 30, 2017 from $7.8 million for the three months endedSeptember June 30,, 2016 from $13.1 million 2016. Our cost of operations per ton was $71.04 for the three months endedSeptember June 30, 2017, an increase of $22.38, or 46.0%, 2015.compared to $48.66 for the three months ended June 30, 2016. The decrease in total cost of operations in Northern Appalachia was due to reduceda decrease in production in this region in response to weak market demand. OurThe increase in the cost of operations on a per ton basis was $52.13 for the three months endedSeptember 30, 2016, an increase of $2.45, or 4.9%, compared to $49.68 for the three months endedSeptember 30, 2015. Cost of operations per ton increased slightly primarily due to fixed operating costs being allocated to lower production and salesfewer tons forof coal sold during the three months endedSeptember 30, 2016 compared to the priorcurrent period.

 

Our cost of operations for the Rhino Western segment decreasedincreased by $1.9$0.3 million, or 26.3%4.9%, to $5.3$6.7 million for the three months endedSeptember June 30,, 2016 2017 from $7.2$6.4 million for the three months endedSeptember June 30,, 2015. 2016. Total cost of operations decreasedincreased for the three months ended SeptemberJune 30, 20162017 compared to the same period in 20152016 due to decreasedincreased tons produced and sold from our Castle Valley operation due to weak customer demand.operation. Our cost of operations per ton was $28.82$29.13 for the three months endedSeptember June 30,, 2016, 2017, a decrease of $2.09,$0.41, or 6.8%1.4%, compared to $30.91$29.54 for the three months endedSeptember June 30,, 2015. 2016. Cost of operations per ton decreased for the three months ended SeptemberJune 30, 20162017 compared to the same period in 20152016 due to lower maintenance and other costs incurred atan increase in production from our Castle Valley operation.mine in the current period.

 

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Cost of operations in our Illinois Basin segment was $13.4$14.6 million while cost of operations per ton was $43.99$40.85 for the three months endedSeptember June 30,, 2016, 2017, both of which related to our Pennyrile mining complex in western Kentucky. For the three months endedSeptember June 30,, 2015, 2016, cost of operations in our Illinois Basin segment was $10.5$13.8 million and cost of operations per ton was $49.86.$41.38. The increase in cost of operations was primarily the result of increased production year-to-year atan increase in production. The decrease in the Pennyrile complex, while cost of operations per ton decreased as we continuedwas primarily the result of fixed operating costs being allocated to optimizemore tons of coal sold during the cost structure at this mining complex.

Cost of operations in our Other category decreased to $1.8 million for the three months endedSeptember 30, 2016 compared to $2.2 million for the three months ended September 30, 2015. Cost of operations decreased primarily due to decreased activity in our ancillary businesses.current period.

 

Freight and Handling.Total freight and handling cost decreased to $0.4$0.2 million for the three months endedSeptember June 30,, 2016 2017 as compared to $0.7$0.5 million for the three months endedSeptember June 30,, 2015 as we sold fewer tons from 2016. The decrease in freight and handling costs were primarily the result of decreased production and sales at our Sands Hill mining complex that requires truckingNorthern Appalachia operations due to customers.weak market demand in the region.

 

Depreciation, Depletion and Amortization. Total depreciation, depletion and amortization (“DD&A”) expense for the three months endedSeptember June 30,, 2016 2017 was $6.5$5.6 million as compared to $7.8$5.8 million for the three months endedSeptember June 30,, 2015. 2016.

 

For the three months endedSeptember June 30,, 2016, 2017, our depreciation cost decreased to $5.6$4.4 million compared to $7.2$5.0 million for the three months endedSeptember June 30,, 2015. 2016. This decrease primarily resulted from lower depreciation costs in our CentralNorthern Appalachia segment in the current quarter compared to the prior year as we disposed of excess equipmenthave fully depreciated assets in this region.

For the three months endedSeptember June 30,, 2017 and 2016 our depletion cost was relativelyremained flat at $0.4 million.

For the three months ended June 30, 2017, our amortization cost was $0.8 million compared to $0.3$0.4 million for the three months endedSeptember June 30,, 2015.

For 2016. The increase period over period was due to an increase in amortization of mine development cost, which was the three months endedSeptember 30, 2016, our amortization cost was relatively flat at $0.5 millionresult of increased mining operations in Central Appalachia compared to $0.3 million for the three months endedSeptember 30, 2015.prior period.

 

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expense for the three months endedSeptember June 30,, 2016 increased 2017 decreased to $4.3$2.7 million as compared to $2.9$3.9 million for the three months endedSeptember June 30,, 2015. 2016. This increasedecrease was primarily attributable to a $2.0 million charge incurred during the three months endedSeptember 30, 2016 for a reserve against a note receivable that was recorded in 2015 related to the sale of the Deane mining complex discussed earlier.lower corporate overhead.

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Interest Expense.Interest expense for the three months endedSeptember June 30,, 2016 increased 2017 decreased to $1.9$1.0 million as compared to $1.4$1.7 million for the three months endedSeptember June 30,, 2015. 2016. This increasedecrease was primarily due to higher interest rateslower outstanding balances on our senior secured credit facility.facility and reduced debt issuance costs during the three months ended June 30, 2017.

Net Income (Loss) from Continuing Operations. The following table presents net income (loss) from continuing operations by reportable segment for the three months endedSeptember June 30,, 2016 2017 and 2015:2016:

 

 Three months ended Three months ended Increase  Three months ended Three months ended Increase 
Segment September 30, 2016 September 30, 2015 (Decrease)  June 30, 2017 June 30, 2016 (Decrease) 
  (in millions)    (in millions) 
Central Appalachia $(1.6) $(8.4) $6.8  $3.3  $(2.3) $5.6 
Northern Appalachia  3.2   1.9   1.3   (1.6)  2.3   (3.9)
Rhino Western  -   (0.5)  0.5   0.7   0.5   0.2 
Illinois Basin  (2.8)  (3.1)  0.3   1.0   0.2   0.8 
Other  (2.0)  (0.3)  (1.7)  (3.1)  (4.4)  1.3 
Total $(3.2) $(10.4) $7.2  $0.3  $(3.7) $4.0 

 

For the three months endedSeptember June 30,, 2016, 2017, total net lossincome from continuing operations was a loss of approximately $3.2$0.3 million compared to net loss from continuing operations of approximately $10.4$3.7 million for the three months endedSeptember June 30,, 2015. 2016. For the three months ended SeptemberJune 30, 2016,2017, our total net lossincome from continuing operations was positively impacted by a charge of $2.0 million relatedincreased production and sales from our Central Appalachia operations compared to the reserve taken against the note receivable from our Deane mining complex sale discussed earlier. For the three months ended September 30, 2015, our total net loss from continuing operations was impacted by an asset impairment charge of $2.3 million related to our Deane mining complex discussed earlier.prior period.

 

For our Central Appalachia segment, net lossincome from continuing operations was approximately $1.6$3.3 million for the three months endedSeptember June 30,, 2016, a $6.8 2017, an increase of $5.6 million smallerin net lossincome from continuing operations as compared to the three months endedSeptember June 30,, 2015, which 2016. The increase in net income from continuing operations was primarily relateddue to increased production and sales from the $2.3 million asset impairment charge incurred duringCentral Appalachia mining operations in the three months endedSeptember 30, 2015second quarter of 2017 due to increased demand for the Deane mining complex discussed earlier.met and steam coal from this region. Net incomeloss from continuing operations in our Northern Appalachia segment increased by $1.3 million to $3.2was $1.6 million for the three months endedSeptember June 30,, 2016 2017 compared to net income from $1.9continuing operations of $2.3 million for the three months endedSeptember June 30,, 2015. This increase 2016. The decrease in net income from continuing operations was primarily the result of lower sales from the Northern Appalachia region due to reducing costs at our Northern Appalachia operations. weak market demand.

Net income (loss) from continuing operations in our Rhino Western segment was at a break-even level$0.7 million for the three months endedSeptember June 30,, 2016, 2017, compared to a net loss from continuing operations of $0.5 million for the three months endedSeptember June 30,, 2015. 2016. This decreaseincrease in net lossincome from continuing operations was primarily the result of lower costsmore tons sold at our Castle Valley operation during the three months endedSeptember 30, 2016 compared to the prior year.operation. For our Illinois Basin segment, we generated a net lossincome from continuing operations of $2.8$1.0 million for the three months endedSeptember June 30,, 2016, 2017, which was an improvement of $0.3$0.8 million compared to the three months endedSeptember June 30,, 2015. 2016. This decreaseincrease in net lossincome was primarily the result of increased coal sales at our Pennyrile mining complex as well as lower costs per ton as we continued to optimize the operations at this mining facility.fulfilled our customer contracts. For the Other category, we had a net loss from continuing operations of $2.0$3.1 million for the three months endedSeptember June 30,, 2016 2017 as compared to net loss from continuing operations of $0.3$4.4 million for the three months endedSeptember June 30,, 2015. 2016. This increasedecrease in net loss year to yearperiod over period was primarily attributable to a $2.0 million charge incurred during the three months endedSeptember 30, 2016 for a reserve against a note receivable that was recorded in 2015 related to the sale of the Deane mining complex discussed earlier.lower corporate overhead charges.

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Adjusted EBITDA from Continuing Operations. The following table presents Adjusted EBITDA from continuing operations by reportable segment for the three months endedSeptember June 30,, 2016 2017 and 2015:2016:

 

 Three months ended Three months ended Increase  Three months ended Three months ended Increase 
Segment September 30, 2016 September 30, 2015 (Decrease)  June 30, 2017 June 30, 2016 (Decrease) 
  (in millions)    (in millions) 
Central Appalachia $0.6  $(2.9) $3.5  $5.3  $(0.5) $5.8 
Northern Appalachia  2.4   4.0   (1.6)  (1.2)  3.2   (4.4)
Rhino Western  1.4   1.2   0.2   1.9   1.9   - 
Illinois Basin  0.1   (1.3)  1.4   2.9   2.2   0.7 
Other  1.0   0.2   0.8   (2.0)  (2.9)  0.9 
Total $5.5  $1.2  $4.3  $6.9  $3.9  $3.0 

 

Adjusted EBITDA from continuing operations for the three months endedSeptember June 30,, 2016 2017, was $5.5$6.9 million, an increase of $4.3$3.0 million from the three months endedSeptember June 30,, 2015. 2016. Adjusted EBITDA from continuing operations increased period toover period primarily due to the lowerincrease in net loss generated year-to-year discussed above.income at our Central Appalachia segment resulting from an increase in met and steam coal tons sold due to increased demand for met and steam coal from this region during the current period. Adjusted EBITDA for the three months ended SeptemberJune 30, 2016 and 2015 were $5.6was $4.5 million and $2.8 million, respectively, once the results from discontinued operations were included. We did not incur a gain or loss from discontinued operations for the three months ended June 30, 2017. Please read “—Reconciliations of Adjusted EBITDA” for reconciliations of Adjusted EBITDA from continuing operations to net income on a segment basis.

Nine

Six Months Ended SeptemberJune 30, 20162017 Compared to NineSix Months Ended SeptemberJune 30, 20152016

 

Summary.For the ninesix months ended SeptemberJune 30, 2016,2017, our total revenues decreasedincreased to $124.3$110.1 million from $158.3$80.9 million for the ninesix months ended SeptemberJune 30, 2015,2016, which is a 21.5% decrease.36.0% increase. We sold approximately 2.42.0 million tons of coal for the ninesix months ended SeptemberJune 30, 2016,2017, which is a 13.8% decrease27.2% increase compared to the tons of coal sold for the ninesix months ended SeptemberJune 30, 2015.2016. The decreaseincrease in revenue and tons sold was primarily the result of continued weakincreased production and sales in Central Appalachia due to recent increases in coal prices and demand and low prices in thefor met and steam coal markets, particularlyproduced in Central Appalachia, partially offset by increased sales from our Pennyrile operation in the Illinois Basin. We believe the weak demand in the steam and met coal markets for the nine months ended September 30, 2016 was due to the same factors discussed earlier.this region.

 

Net loss from continuing operations decreased for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. We generated a net loss from continuing operations of approximately $9.0$1.7 million for the ninesix months ended SeptemberJune 30, 20162017 compared to a net loss from continuing operations of approximately $27.0$5.8 million for the ninesix months ended SeptemberJune 30, 2015. For the nine months ended September 30, 2016, our total2016. Our net loss from continuing operations improved during the six months ended June 30, 2017 compared to 2016 due to higher coal revenues from the increased demand for met and steam coal in our Central Appalachia segment.

Adjusted EBITDA from continuing operations increased to $11.7 million for the six months ended June 30, 2017 from $9.3 million for the six months ended June 30, 2016. Adjusted EBITDA from continuing operations increased primarily due to the decrease in net loss during the six months ended June 30, 2017 compared to the six months ended June 30, 2016 resulting from the increase in production and sales at our Central Appalachia operation. Adjusted EBITDA for the six months ended June 30, 2016 was benefited from apositively impacted by the $3.9 million prior service cost benefit of approximately $3.9 million resulting from the cancellation of the postretirement benefit plan at our Hopedale operation, partially offset by a charge of $2.0 million related to the reserve taken against the note receivable from our Deane mining complex sale discussed earlier. Net loss from continuing operations for the nine months ended September 30, 2015 was impacted by the $2.2 million asset impairment charge incurred for our Cana Woodford oil and gas properties discussed above as well as the asset impairment charge of $2.3 million related to our Deane mining complex discussed earlier.

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Adjusted EBITDA from continuing operations increased to $14.9 million for the nine months ended September 30, 2016 from $5.7 million for the nine months ended September 30, 2015. Adjusted EBITDA from continuing operations increased period to period primarily due to the $3.9 million prior service cost benefit discussed above.operation.

 

Including the net loss from discontinued operations of approximately $117.9$117.4 million, our total net loss and Adjusted EBITDA for the ninesix months ended SeptemberJune 30, 2016 were $126.9$123.2 million and $16.7$11.1 million, respectively. Including the incomeWe did not incur a gain or loss from discontinued operations of approximately $5.6 million, our total net loss and Adjusted EBITDA for the ninesix months ended SeptemberJune 30, 2015 were $21.3 million and $13.1 million, respectively.2017.

 

Tons Sold. The following table presents tons of coal sold by reportable segment for the ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

 Nine months Nine months Increase/    Six months Six months Increase/   
 ended ended (Decrease)    ended ended (Decrease)   
Segment September 30, 2016 September 30, 2015 Tons % *  June 30, 2017 June 30, 2016 Tons % * 
 (in thousands, except %)  (in thousands, except %) 
Central Appalachia  367.9   702.1   (334.2)  (47.6%)  709.1   188.3   520.8   276.7%
Northern Appalachia  432.8   767.9   (335.1)  (43.6%)  194.0   283.7   (89.7)  (31.6%)
Rhino Western  652.1   731.7   (79.6)  (10.9%)  419.7   467.0   (47.3)  (10.1%)
Illinois Basin  953.7   590.2   363.5   61.6%  697.8   649.2   48.6   7.5%
Total *  2,406.5   2,791.9   (385.4)  (13.8%)  2,020.6   1,588.2   432.4   27.2%

 

*Calculated percentages and the rounded totals presented are based upon on actual whole ton amounts and not the rounded amounts presented in this table.

* Calculated percentages and the rounded totals presented are based upon on actual whole ton amounts and not the rounded amounts presented in this table.

 

We sold approximately 2.42.0 million tons of coal for the ninesix months ended SeptemberJune 30, 2016,2017, which was a 13.8% decrease27.2% increase compared tothe ninesix months ended SeptemberJune 30, 2015.2016.The decreaseincrease in tons sold year-to-year was primarily due to lowerhigher sales from our Central Appalachia and Northern Appalachia segmentssegment due to weakan increase in demand for met and steam coal from this region. Tons of coal sold in our Central Appalachia segment decreasedincreased by approximately 47.6%276.7% to approximately 0.40.7 million tons for the ninesix months ended SeptemberJune 30, 20162017compared to the ninesix months ended SeptemberJune 30, 20152016, primarily due to a decreasean increase in met and steam coal tons sold in the ninesix months ended SeptemberJune 30, 20162017compared to 20152016 due to ongoing weakincreased market demand for met and steam coal from this region. For our Northern Appalachia segment, tons of coal sold decreased by approximately 43.6%31.6% for the ninesix months ended SeptemberJune 30, 20162017compared to the ninesix months ended SeptemberJune 30, 20152016 as we experienced a decrease in tons sold from our Hopedale complexNorthern Appalachia segment due to weak demand for coal fromin this regionregion.. Coal sales from our Rhino Western segment decreased by approximately 10.9%10.1% for the ninesix months ended SeptemberJune 30, 20162017compared to the same period in 20152016 due to decreased customer demandlosing approximately two weeks of production during the first quarter of 2017 resulting from maintenance issues at our Castle Valley operation. The maintenance issues have been corrected, production has resumed to previous levels and we believe Castle Valley will ship additional tons in the remainder of 2017 to make up for the lower tons sold in the first three months of the year. For our Illinois Basin segment, tons of coal sold increased by approximately 61.6%7.5% for the ninesix months ended SeptemberJune 30, 20162017compared to the ninesix months ended SeptemberJune 30, 20152016 aswe increased production and sales year-to-year from our Pennyrile mine in western Kentucky to meet our contracted sales commitments.

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Revenues.The following table presents revenues and coal revenues per ton by reportable segment for the ninesix months endedSeptemberJune 30, 20162017 and 2015:2016:

 

 Nine months Nine months Increase/    Six months Six months     
 ended ended (Decrease)    ended ended Increase/(Decrease) 
Segment September 30, 2016 September 30, 2015 $ %*  June 30, 2017 June 30, 2016 $ %* 
 (in millions, except per ton data and %)  (in millions, except per ton data and %) 
Central Appalachia                                
Coal revenues $21.6  $40.4  $(18.8)  (46.6%) $48.9  $11.2  $37.7   338.1%
Freight and handling revenues  -   -   -   n/a   -   -   -   n/a 
Other revenues  0.1   9.3   (9.2)  (98.9%)  0.1   -   0.1   10.7%
Total revenues $21.7  $49.7  $(28.0)  (56.4%) $49.0  $11.2  $37.8   335.8%
Coal revenues per ton* $58.62  $57.54  $1.08   1.9% $68.96  $59.29  $9.67   16.3%
Northern Appalachia                                
Coal revenues $24.6  $44.7  $(20.1)  (44.9%) $7.1  $15.9  $(8.8)  (55.1%)
Freight and handling revenues  1.6   1.9   (0.3)  (15.9%)  0.3   1.2   (0.9)  (73.8%)
Other revenues  5.5   5.9   (0.4)  (7.1%)  3.2   3.6   (0.4)  (12.9%)
Total revenues $31.7  $52.5  $(20.8)  (39.6%) $10.6  $20.7  $(10.1)  (48.8%)
Coal revenues per ton* $56.91  $58.18  $(1.27)  (2.2%) $36.71  $55.95  $(19.24)  (34.4%)
Rhino Western                                
Coal revenues $25.1  $27.2  $(2.1)  (7.7%) $16.1  $17.9  $(1.8)  (10.4%)
Freight and handling revenues  -   -   -   n/a   -   -   -   n/a 
Other revenues  -   -   -   n/a   -   -   -   n/a 
Total revenues $25.1  $27.2  $(2.1)  (7.8%) $16.1  $17.9  $(1.8)  (10.4%)
Coal revenues per ton* $38.55  $37.23  $1.32   3.5% $38.26  $38.37  $(0.11)  (0.3%)
Illinois Basin                                
Coal revenues $45.4  $27.2  $18.2   67.1% $34.4  $30.9  $3.5   11.6%
Freight and handling revenues  -   -   -   n/a   -   -   -   n/a 
Other revenues  -   0.2   (0.2)  (92.3%)  -   -   -   n/a 
Total revenues $45.4  $27.4  $18.0   65.8% $34.4  $30.9  $3.5   11.6%
Coal revenues per ton* $47.65  $46.06  $1.59   3.4% $49.31  $47.49  $1.82   3.8%
Other**                                
Coal revenues  n/a   n/a   n/a   n/a    n/a    n/a    n/a   n/a 
Freight and handling revenues  n/a   n/a   n/a   n/a    n/a    n/a    n/a   n/a 
Other revenues  0.4   1.5   (1.1)  (74.1%)  -   0.2   (0.2)  (94.5%)
Total revenues $0.4  $1.5  $(1.1)  (74.1%) $-  $0.2  $(0.2)  (94.5%)
Coal revenues per ton*  n/a   n/a   n/a   n/a    n/a    n/a    n/a   n/a 
Total                                
Coal revenues $116.7  $139.5  $(22.8)  (16.3%) $106.5  $75.9  $30.6   40.5%
Freight and handling revenues  1.6   1.9   (0.3)  (15.9%)  0.3   1.2   (0.9)  (73.8%)
Other revenues  6.0   16.9   (10.9)  (64.8%)  3.3   3.8   (0.5)  (17.0%)
Total revenues $124.3  $158.3  $(34.0)  (21.5%) $110.1  $80.9  $29.2   36.0%
Coal revenues per ton* $48.52  $49.96  $(1.44)  (2.9%) $52.70  $47.72  $4.98   10.4%

 

*Percentages and per ton amounts are calculated based on actual amounts and not the rounded amounts presented in this table.
  
**The Other category includes results for our ancillary businesses. The activities performed by these ancillary businesses also do not directly relate to coal production. As a result, coal revenues and coal revenues per ton are not presented for the Other category.

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Our coal revenues for the ninesix months endedSeptemberJune 30, 2016 decreased2017 increased by approximately $22.8$30.6 million, or 16.3%40.5%, to approximately $116.7$106.5 million from approximately $139.5$75.9 million for the ninesix months endedSeptemberJune 30, 2015.2016. The decreaseincrease in coal revenues was primarily due to feweran increase in met and steam coal tons sold in NorthernCentral Appalachia as we saw increased demand for met and Central Appalachia,partially offset by increased salessteam coal from our Pennyrile mine inthis region during the Illinois Basin.current period. Coal revenues per ton was $48.52$52.70 for the ninesix months endedSeptemberJune 30, 2016, a decrease2017, an increase of $1.44,$4.98, or 2.9%10.4%, from $49.96$47.72 per ton for the ninesix months endedSeptemberJune 30, 2015.2016. This decreaseincrease in coal revenues per ton was primarily the result ofdue to a largerhigher mix of lowerhigher priced met coal tons sold from Pennyrile.in Central Appalachia compared to the prior period.

 

For our Central Appalachia segment, coal revenues decreasedincreased by approximately $18.8$37.7 million, or 46.6%338.1%, to approximately $21.6$48.9 million for the ninesix months endedSeptemberJune 30, 20162017 from approximately $40.4$11.2 million for the ninesix months endedSeptemberJune 30, 2015.2016. This decreaseincrease was primarily due to fewerthe increase in coal prices and demand for met and steam coal tons sold which reflects the weak coal market conditions for coal from this region. Coal revenues per ton for our Central Appalachia segment increased by $1.08,$9.67, or 1.9%16.3%, to $58.62$68.96 per ton for the ninesix months endedSeptemberJune 30, 2017 as compared to $59.29 for the six months endedJune 30, 2016, as compared to $57.54 for the nine months endedSeptember 30, 2015,which was primarily due to a higher mix of higher priced met coal tons sold in Central Appalachia compared to the prior year.period.

 

For our Northern Appalachia segment, coal revenues were approximately $24.6$7.1 million for the ninesix months endedSeptemberJune 30, 2016,2017, a decrease of approximately $20.1$8.8 million, or 44.9%55.1%, from approximately $44.7$15.9 million for the ninesix months endedSeptemberJune 30, 2015.2016. This decrease was primarily due to a decrease in tons sold from our Hopedale complex in Northern Appalachia segment due to weak market demand for coal from thisin the region. Coal revenues per ton for our Northern Appalachia segment decreased by $1.27,$19.24, or 2.2%34.4%, to $56.91$36.71 per ton for the ninesix months endedSeptemberJune 30, 20162017 as compared to $58.18$55.95 per ton for the ninesix months endedSeptemberJune 30, 2015.2016. This decrease was primarily due to the larger mix of lower priced tons being sold from our Sands Hill complex compared to higher priced tons sold from our Hopedale complex.

 

For our Rhino Western segment, coal revenues decreased by approximately $2.1$1.8 million, or 7.7%10.4%, to approximately $25.1$16.1 million for the ninesix months endedSeptemberJune 30, 20162017 from approximately $27.2$17.9 million for the ninesix months endedSeptemberJune 30, 2015,2016, primarily due to a decrease in tons sold due to decreased customer demandresulting from the maintenance issues at our Castle Valley operation.operation in the first quarter of 2017. Coal revenues per ton for our Rhino Western segment was $38.55remained relatively flat at $38.26 for the ninesix months endedSeptemberJune 30, 2016, an increase of $1.32, or 3.5%, from $37.232017, compared to $38.37 for the ninesix months endedSeptemberJune 30, 2015. The increase in coal revenues per ton was due to an increase in the contracted sales prices for steam coal sales from our Castle Valley mine for the nine months endedSeptember 30, 2016 compared to the same period in 2015.2016.

 

For our Illinois Basin segment, coal revenues of approximately $45.4$34.4 million for the ninesix months endedSeptemberJune 30, 20162017 increased by approximately $18.2$3.5 million, or 67.1%11.6%, compared to $27.2$30.9 million for the ninesix months endedSeptemberJune 30, 2015.2016. The increase was due to increased sales from our Pennyrile mine in western Kentucky to fulfill our customer contracts. Coal revenues per ton for our Illinois Basin segment was $47.65were $49.31 for the ninesix months endedSeptemberJune 30, 2016,2017, an increase of $1.59,$1.82, or 3.4%3.8%, from $46.06$47.49 for the ninesix months endedSeptemberJune 30, 2015.2016. The increase in coal revenues per ton was due to higher contracted prices for tons sold.

44 
 53

 

Other revenues for our Other category decreased to approximately $0.4 millionremained relatively flat for the ninesix months endedSeptember June 30,, 2016 2017 as compared to approximately $1.5 million for the nine months endedSeptember 30, 2015. This decreasesame period in revenue was primarily due to the decreased business activity in our ancillary businesses and oil and natural gas investments.2016.

 

Central Appalachia Overview of Results by Product.Additional information for the Central Appalachia segment detailing the types of coal produced and sold, premium high-vol met coal and steam coal, is presented below. Note that our Northern Appalachia, Rhino Western and Illinois Basin segments currently produce and sell only steam coal.

 

(In thousands, except per ton data and %) Nine months ended September 30, 2016 Nine months ended September 30, 2015 Increase (Decrease) %*  Six months
ended
June 30, 2017
 Six months
ended
June 30, 2016
 Increase (Decrease) %* 
Met coal tons sold  135.4   158.9   (14.8%)  378.4   47.0   705.4%
Steam coal tons sold  232.5   543.2   (57.2%)  330.7   141.3   134.1%
Total tons sold  367.9   702.1   (47.6%)  709.1   188.3   276.7%
                        
Met coal revenue $9,553  $12,654   (24.5%) $31,846  $3,899   716.8%
Steam coal revenue $12,016  $27,743   (56.7%) $17,055  $7,263   134.8%
Total coal revenue $21,569  $40,397   (46.6%) $48,901  $11,162   338.1%
                        
Met coal revenues per ton $70.55  $79.65   (11.4%) $84.16  $82.99   1.4%
Steam coal revenues per ton $51.67  $51.07   1.2% $51.57  $51.41   0.3%
Total coal revenues per ton $58.62  $57.54   1.9% $68.96  $59.29   16.3%
                        
Met coal tons produced  165.8   201.7   (17.8%)  352.7   57.7   511.5%
Steam coal tons produced  242.3   424.5   (42.9%)  378.0   138.7   172.6%
Total tons produced  408.1   626.2   (34.8%)  730.7   196.4   272.1%

 

* Percentage amounts are calculated based on actual amounts and not the rounded amounts presented in this table.

54

Costs and Expenses. The following table presents costs and expenses (including the cost of purchased coal) and cost of operations per ton by reportable segment for the ninesix months endedSeptemberJune 30, 20162017 and 2015:2016:

 

 Nine months Nine months Increase/    Six months Six months     
 ended ended (Decrease)    ended ended Increase/(Decrease) 
Segment September 30, 2016 September 30, 2015 $ %*  June 30, 2017 June 30, 2016  $ %* 
 (in millions, except per ton data and %)  (in millions, except per ton data and %) 
Central Appalachia                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $12.5  $38.9  $(26.4)  (68.0%) $38.8  $12.9  $25.9   200.2%
Freight and handling costs  -   -   -   n/a   0.6   -   0.6   n/a 
Depreciation, depletion and amortization  4.9   9.1   (4.2)  (45.4%)  3.9   3.3   0.6   18.5%
Selling, general and administrative  9.4   11.0   (1.6)  (14.3%)  0.1   -   0.1   158.7%
Cost of operations per ton* $33.86  $55.41  $(21.55)  (38.9%) $54.77  $68.72  $(13.95)  (20.3%)
                                
Northern Appalachia                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $18.5  $37.8  $(19.3)  (51.2%) $11.6  $10.7  $0.9   8.4%
Freight and handling costs  1.5   1.9   (0.4)  (24.2%)  0.4   1.1   (0.7)  (62.2%)
Depreciation, depletion and amortization  2.6   5.7   (3.1)  (55.4%)  0.9   1.8   (0.9)  (48.1%)
Selling, general and administrative  0.1   0.2   (0.1)  (43.9%)  0.1   0.1   -   (11.0%)
Cost of operations per ton* $42.67  $49.27  $(6.60)  (13.4%) $59.76  $37.70  $22.06   58.5%
                                
Rhino Western                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $19.9  $24.1  $(4.2)  (17.6%) $13.4  $14.5  $(1.1)  (7.8%)
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  4.1   4.8   (0.7)  (14.8%)  2.3   2.8   (0.5)  (17.7%)
Selling, general and administrative  -   -   -   n/a   -   -   -   n/a 
Cost of operations per ton* $30.47  $32.98  $(2.51)  (7.6%) $31.92  $31.13  $0.79   2.6%
                                
Illinois Basin                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $39.9  $31.3  $8.6   27.6% $28.7  $26.5  $2.2   8.6%
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  6.3   4.3   2.0   47.8%  4.0   3.7   0.3   7.4%
Selling, general and administrative  0.1   -   0.1   166.4%  0.1   0.1   -   (2.1%)
Cost of operations per ton* $41.81  $52.95  $(11.14)  (21.0%) $41.19  $40.79  $0.40   1.0%
                                
Other                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $7.4  $7.6  $(0.2)  (2.4%) $(0.9) $(1.8) $0.9   (46.1%)
Freight and handling costs  -   -   -   n/a   -   -   -   n/a 
Depreciation, depletion and amortization  0.4   0.6   (0.2)  (27.7%)  0.2   0.3   (0.1)  (29.5%)
Selling, general and administrative  2.6   0.6   2.0   345.9%  5.5   7.7   (2.2)  (28.9%)
Cost of operations per ton**  n/a   n/a   n/a   n/a   n/a   n/a   n/a   n/a 
                                
Total                                
Cost of operations (exclusive of depreciation, depletion and amortization shown separately below) $98.2  $139.7  $(41.5)  (29.8%) $91.6  $62.8  $28.8   45.7%
Freight and handling costs  1.5   1.9   (0.4)  (24.2%)  1.0   1.1   (0.1)  (6.5%)
Depreciation, depletion and amortization  18.3   24.5   (6.2)  (25.0%)  11.3   11.9   (0.6)  (4.6%)
Selling, general and administrative  12.2   11.8   0.4   (3.8%)  5.8   7.9   (2.1)  (27.2%)
Cost of operations per ton* $40.77  $50.05  $(9.28)  (18.6%) $45.34  $39.58  $5.76   14.6%

 

* Percentages and per ton amounts are calculated based on actual amounts and not the rounded amounts presented in this table.

 

** Cost of operations presented for our Other category includes costs incurred by our ancillary businesses and our oil and natural gas investments. The activities performed by these ancillary businesses do not directly relate to coal production. As a result, per ton measurements are not presented for this category.

55

Cost of Operations. Total cost of operations was $98.2$91.6 million for the ninesix months endedSeptemberJune 30, 20162017 as compared to $139.7$62.8 million for the ninesix months endedSeptemberJune 30, 2015.2016. Our cost of operations per ton was $40.77$45.34 for the ninesix months endedSeptemberJune 30, 2016, a decrease2017, an increase of $9.28,$5.76, or 18.6%14.6%, from the ninesix months endedSeptemberJune 30, 2015.2016. Total cost of operations decreasedincreased primarily due to lowerhigher costs in Central Appalachia and Northern Appalachiadue to an increase in production in as we reducedincreased production in these regionsthe region during the six months ended June 30, 2017.

Our cost of operations for the Central Appalachia segment increased by $25.9 million, or 200.2%, to $38.8 million for the six months endedJune 30, 2017 from $12.9 million for the six months endedJune 30, 2016. Total cost of operations increased year-to-year as we increased production in our Central Appalachia segment in response to weak marketincreased demand partially offset by increased costsfor met and steam coal from higher production at our Pennyrile mine in the Illinois Basin. The decrease in thethis region. Our cost of operations on a per ton basisof $54.77 for the six months endedJune 30, 2017 was primarilya decrease of 20.3% compared to $68.72 per ton for the six months endedJune 30, 2016. We increased sales during the current period due to a decrease from our Pennyrile mineincreased met and steam coal demand that resulted in the Illinois Basin as we increased and optimized production during the nine months endedSeptember 30, 2016lower cost of operations per ton compared to the same period in 2015, as well as the $3.9 million benefit inprior period.

In our Northern Appalachia duringsegment, our cost of operations increased by $0.9 million, or 8.4%, to $11.6 million for the ninesix months endedSeptemberJune 30, 2017 from $10.7 million for the six months endedJune 30, 2016. Our cost of operations per ton was $59.76 for the six months endedJune 30, 2017, an increase of $22.06, or 58.5%, compared to $37.70 for the six months endedJune 30, 2016. The cost of operations for the six months ended June 30, 2016 from thewas decreased by a prior service cost benefit of $3.9 million resulting from the cancellation of the postretirement benefit plan at our Hopedale operation.

Our cost of operations for the Central Appalachia segment decreased by $26.4 million, or 68.0%, to $12.5 million for the nine months endedSeptember 30, 2016 from $38.9 million for the nine months endedSeptember 30, 2015. Total cost of operations decreased year-to-year since we decreased productionoperation during the nine months endedSeptember 30, 2016 period. The increase in response to weak market conditions. Our cost of operations per ton of $33.86 for the nine months endedSeptember 30, 2016 was a reduction of 38.9% compared to $55.41 per ton for the nine months endedSeptember 30, 2015, as we produced coal from lower cost operations during the nine months endedSeptember 30, 2016.

In our Northern Appalachia segment, our cost of operations decreased by $19.3 million, or 51.2%, to $18.5 million for the nine months endedSeptember 30, 2016 from $37.8 million for the nine months endedSeptember 30, 2015. Our cost of operations per ton was $42.67 for the nine months endedSeptember 30, 2016, a decrease of $6.60, or 13.4%, compared to $49.27 for the nine months endedSeptember 30, 2015. The decrease in cost of operations and cost of operations per ton was primarily due to the $3.9 million prior service cost benefitfixed operating costs being allocated to lower sales tons at our Northern Appalachia segment during the ninesix months endedSeptember June 30,, 2016 resulting from the cancellation of the postretirement benefit plan at our Hopedale operation. 2017.

 

Our cost of operations for the Rhino Western segment decreased by $4.2$1.1 million, or 17.6%7.8%, to $19.9$13.4 million for the ninesix months endedSeptemberJune 30, 20162017 from $24.1$14.5 million for the ninesix months endedSeptemberJune 30, 2015.2016. Our cost of operations per ton was $30.47$31.92 for the ninesix months endedSeptemberJune 30, 2016, a decrease2017, an increase of $2.51,$0.79, or 7.6%2.6%, compared to $32.98$31.13 for the ninesix months endedSeptemberJune 30, 2015.2016. Total cost of operations and cost of operations per ton decreasedincreased for the ninesix months endedSeptemberJune 30, 20162017 compared to the same period in 20152016 due to fixed operating costs being allocated to lower maintenance and other costs fromsales tons at our Castle Valley operation.operation resulting from the maintenance issues previously discussed.

56

 

Cost of operations in our Illinois Basin segment was $39.9$28.7 million while cost of operations per ton was $41.81$41.19 for the ninesix months endedSeptemberJune 30, 2016,2017, both of which related to our Pennyrile mining complex in western Kentucky. For the ninesix months endedSeptemberJune 30, 2015,2016, cost of operations in our Illinois Basin segment was $31.3$26.5 million and cost of operations per ton was $52.95.$40.79. The increase in cost of operations was primarily the result of increased production year-to-year at the Pennyrile complex, while cost of operations per ton decreased as we continued to optimize the cost structure at this mining complex.remained relatively flat.

Cost of operations in our Other category was relatively flat at $7.4 million for the nine months endedSeptember 30, 2016 as compared to $7.6 million for the nine months ended September 30, 2015.

Freight and Handling. Total freight and handling cost decreased to $1.5was relatively flat at $1.0 million for the ninesix months endedSeptemberJune 30, 20162017 as compared to $1.9 million for the ninesix months endedSeptemberJune 30, 2015 as we sold fewer tons from our Sands Hill mining complex that requires trucking to customers.2016.

Depreciation, Depletion and Amortization. Total depreciation, depletion and amortization (“DD&A”) expense for the ninesix months endedSeptemberJune 30, 20162017 was $18.3$11.3 million as compared to $24.5$11.9 million for the ninesix months endedSeptemberJune 30, 2015.2016.

 

For the ninesix months endedSeptemberJune 30, 2016,2017, our depreciation cost decreased to $15.9$8.8 million compared to $22.2$10.3 million for the ninesix months endedSeptemberJune 30, 2015.2016. This decrease primarily resulted from lower depreciation costs in our Central Appalachia segment in the current period compared to the prior year as we disposed of excess equipment in this region.

 

For the ninesix months endedSeptemberJune 30, 2016,2017, our depletion cost was relatively flat at $1.2 million compared to $1.1 million for the nine months endedSeptember 30, 2015.

For the nine months endedSeptember 30, 2016, our amortization cost was relatively flat at $1.2$0.8 million compared to the ninesix months endedSeptemberJune 30, 2015.2016.

For the six months endedJune 30, 2017, our amortization cost increased to $1.7 million compared to $0.8 million for the six months endedJune 30, 2016. The increase is a result of increased production in our Central Appalachia segment during the six months ended June 30, 2017 compared to the same period in 2016.

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expense for the ninesix months endedSeptemberJune 30, 2016 increased2017 decreased to $12.2$5.8 million as compared to $11.8$7.9 million for the ninesix months endedSeptemberJune 30, 2015.2016. This increasedecrease was primarily attributable to a $2.0 million charge incurred duringlower corporate overhead expenses for the ninesix months ended SeptemberJune 30 2016 for a reserve against a note receivable that was recorded in 2015 related, 2017 compared to the sale of the Deane mining complex discussed earlier.prior period.

Interest Expense. Interest expense for the ninesix months endedSeptemberJune 30, 2016 increased2017 decreased to $5.2$2.1 million as compared to $3.7$3.3 million for the ninesix months endedSeptemberJune 30, 2015.2016. This increasedecrease was primarily due to higher interest rateslower outstanding balances on our senior secured credit facility along with the write-off of approximately $0.3 million of our unamortized debt issuance costs during the nine months endedSeptember 30, 2016. This write-off was due to the fourth and fifth amendments of our credit facility during the nine months endedSeptember 30, 2016 that reduced the borrowing capacity from $100 million to $75 million.facility. See the discussion on our credit agreement in “Liquidity and Capital Resources - Amended and Restated Credit Agreement” for more information on these amendments.Agreement.”

57

 

Net Income (Loss) from Continuing Operations. The following table presents net income (loss) from continuing operations by reportable segment for the ninesix months endedSeptemberJune 30, 20162017 and 2015:2016:

 

 Nine months Ended Nine months Ended Increase  Six months Ended Six months Ended Increase 
Segment September 30, 2016 September 30, 2015 (Decrease)  June 30, 2017 June 30, 2016 (Decrease) 
 (in millions)  (in millions) 
Central Appalachia $(10.1) $(16.3) $6.2  $5.6  $(5.3) $10.9 
Northern Appalachia  9.0   4.6   4.4   (2.4)  7.0   (9.4)
            
Rhino Western  (0.6)  (3.0)  2.4   0.2   0.5   (0.3)
Illinois Basin  (4.2)  (10.3)  6.1   1.6   0.5   1.1 
Other  (3.1)  (1.9)  (1.2)  (6.7)  (8.5)  1.8 
Total $(9.0) $(26.9) $17.9  $(1.7) $(5.8) $4.1 

 

For the ninesix months endedSeptemberJune 30, 2016,2017, total net loss from continuing operations was a loss of approximately $9.0$1.7 million compared to net loss from continuing operations of approximately $26.9$5.8 million for the ninesix months endedSeptemberJune 30, 2015.2016. For the ninesix months ended SeptemberJune 30, 2017, our net loss from continuing operations was positively impacted by increased production and sales from our Central Appalachia operations compared to the prior period. For the six months ended June 30, 2016, our total net loss from continuing operations was benefited fromimpacted by a prior service cost benefit of approximately $3.9 million resulting from the cancellation of the postretirement benefit plan at our Hopedale operation. Net loss from continuing operations foroperation during the nine months ended September 30, 2015 was impacted by the $2.2 million asset impairment charge incurred for our Cana Woodford oil and gas properties discussed above as well as the asset impairment charge of $2.3 million related to our Deane mining complex discussed earlier. Including the loss from discontinued operations of approximately $117.9 million, our total net loss for the nine months ended September 30, 2016 was $126.9 million. Including the income from discontinued operations of approximately $5.6 million, our total net loss for the nine months ended September 30, 2015 was $21.3 million.period.

 

For our Central Appalachia segment, net lossincome from continuing operations was approximately $10.1$5.6 million for the ninesix months endedSeptemberJune 30, 2016,2017, a $6.2$10.9 million smallerincrease in net lossincome from continuing operations as compared to the ninesix months endedSeptemberJune 30, 2015,2016, which was primarily related to the $2.3 million asset impairment charge incurred during the three months endedSeptember 30increase in sales at our Central Appalachia operation., 2015 for the Deane mining complex discussed earlier.

Net incomeloss from continuing operations in our Northern Appalachia segment increased by $4.4 million to $9.0was $2.4 million for the ninesix months endedSeptember June 30,, 2016 from $4.6 2017 compared to net income of $7.0 million for the ninesame period in 2016. The decrease in net income from continuing operations for the six months endedSeptember June 30,, 2015. This increase 2017 was primarily due to decreased coal sales in our Northern Appalachia segment. The net income from continuing operations for the six months ended June 30, 2016 was positively impacted by the prior service cost benefit of approximately $3.9 million resulting from the cancellation of the postretirement benefit plan at our Hopedale operation.

Net lossincome from continuing operations in our Rhino Western segment was a loss of $0.6$0.2 million for the ninesix months endedSeptemberJune 30, 2016,2017, compared to a net lossincome from continuing operations of $3.0$0.5 million for the ninesix months endedSeptemberJune 30, 2015.2016. This decrease in net lossincome from continuing operations was primarily the result of lower costsproduction and sales at our Castle Valley operation during the ninesix months endedSeptemberJune 30, 20162017 compared to 2016 due to the prior year. maintenance issues discussed earlier.

For our Illinois Basin segment, we generated a net lossincome from continuing operations of $4.2$1.6 million for the ninesix months endedSeptemberJune 30, 2016,2017, which was an improvement of $6.1$1.1 million compared to the ninesix months endedSeptemberJune 30, 2015.2016. This decreaseincrease in net lossincome from continuing operations was primarily the result of increased coal sales at our Pennyrile mining complex as well as lower costs per ton as we continued to optimize the operations at this mining facility. complex.

For the Other category, we had a net loss from continuing operations of $3.1$6.7 million for the ninesix months endedSeptemberJune 30, 20162017 as compared to a net loss from continuing operations of $1.9$8.5 million for the ninesix months endedSeptemberJune 30, 2015.2016. This increasedecrease in net loss year to yearresults period over period was primarily attributable to a $2.0 million charge incurred during the three months ended September 30, 2016 for a reserve against a note receivable that was recorded in 2015 related to the sale of the Deane mining complex discussed earlier.lower corporate overhead charges.

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Adjusted EBITDA from Continuing Operations. The following table presents Adjusted EBITDA from continuing operations by reportable segment for the ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 

 Nine months Ended Nine months Ended Increase  Six months Ended Six months Ended Increase 
Segment September 30, 2016 September 30, 2015 (Decrease)  June 30, 2017 June 30, 2016 (Decrease) 
 (in millions)  (in millions) 
Central Appalachia $(3.4) $(3.5) $0.1  $9.6  $(1.6) $11.2 
Northern Appalachia  10.2   10.8   (0.6)  (1.4)  8.9   (10.3)
Rhino Western  3.8   2.0   1.8   2.5   3.4   (0.9)
Illinois Basin  2.8   (5.6)  8.4   5.6   4.4   1.2 
            
Other  1.5   2.0   (0.5)  (4.6)  (5.8)  1.2 
Total $14.9  $5.7  $9.2  $11.7  $9.3  $2.4 

 

Adjusted EBITDA from continuing operations increased to $11.7 million for the ninesix months endedSeptember June 30,, 2016 was $14.9 2017 from $9.3 million an increase of $9.2 million fromfor the ninesix months endedSeptember June 30,, 2015. 2016. Adjusted EBITDA from continuing operations increased period toover period primarily due to the improvement year-to-yeardecrease in ournet loss during the six months ended June 30, 2017 compared to the six months ended June 30, 2016. The decrease in net loss from continuing operations as well aswas primarily due to the increase in coal sales revenue at our Central Appalachia operation. Adjusted EBITDA for the six months ended June 30, 2016 was positively impacted by the $3.9 million prior service cost benefit of approximately $3.9 million resulting from the cancellation of the postretirement benefit plan at our Hopedale operation. Adjusted EBITDA for the ninesix months endedSeptember June 30,, 2016 and 2015 were $16.7 million and $13.1was $11.1 million, respectively, once the results from discontinued operations were included. We did not incur a gain or loss from discontinued operations for the six months ended June 30, 2017. Please read “—Reconciliations of Adjusted EBITDA” for reconciliations of Adjusted EBITDA from continuing operations to net income on a segment basis.

Reconciliations of Adjusted EBITDA

The following tables present reconciliations of Adjusted EBITDA to the most directly comparable GAAP financial measures for each of the periods indicated:

 

  Central  Northern  Rhino  Illinois       
Three months ended June 30, 2017 Appalachia  Appalachia  Western  Basin  Other  Total 
  (in millions) 
Net income/(loss) from continuing operations $3.3  $(1.6) $0.7  $1.0  $(3.1) $0.3 
Plus:                        
DD&A  2.0   0.4   1.2   1.9   0.1   5.6 
Interest expense  -   -   -   -   1.0   1.0 
EBITDA from continuing operations† $5.3  $(1.2) $1.9  $2.9  $(2.0) $6.9 
Adjusted EBITDA from continuing operations†  5.3   (1.2)  1.9   2.9   (2.0)  6.9 
Adjusted EBITDA † $5.3  $(1.2) $1.9  $2.9  $(2.0) $6.9 
  Central  Northern  Rhino  Illinois       
Three months ended June 30, 2016 Appalachia  Appalachia  Western  Basin  Other*  Total* 
  (in millions) 
Net income/(loss) from continuing operations $(2.3) $2.3  $0.5  $0.2  $(4.4) $(3.7)
Plus:                        
DD&A  1.6   0.8   1.4   1.9   0.1   5.8 
Interest expense  0.2   0.1   -   0.1   1.3   1.7 
EBITDA from continuing operations† $(0.5) $3.2  $1.9  $2.2  $(2.9) $3.9 
Adjusted EBITDA from continuing operations†  (0.5)  3.2   1.9   2.2   (2.9)  3.9 
EBITDA from discontinued operations  0.6   -   -   -   -   0.6 
Adjusted EBITDA $0.1  $3.2  $1.9  $2.2  $(2.9) $4.5 

  Central  Northern  Rhino  Illinois       
Six months ended June 30, 2017 Appalachia *  Appalachia  Western  Basin  Other*  Total* 
  (in millions) 
Net income/(loss) from continuing operations* $5.6  $(2.4) $0.2  $1.6  $(6.8) $(1.7)
Plus:                        
DD&A  3.9   0.9   2.3   4.0   0.2   11.3 
Interest expense  -   -   -   -   2.1   2.1 
EBITDA from continuing operations† $9.6  $(1.4) $2.5  $5.6  $(4.6) $11.7 
Adjusted EBITDA from continuing operations†  9.6   (1.4)  2.5   5.6   (4.6)  11.7 
Adjusted EBITDA † $9.6  $(1.4) $2.5  $5.6  $(4.6) $11.7 

  Central  Northern  Rhino  Illinois       
Six months ended June 30, 2016 Appalachia  Appalachia*  Western  Basin*  Other*  Total* 
  (in millions) 
Net income/(loss) from continuing operations $(5.3) $7.0  $0.5  $0.5  $(8.5) $(5.8)
Plus:                        
DD&A  3.3   1.8   2.8   3.7   0.3   11.9 
Interest expense  0.4   0.2   0.1   0.1   2.5   3.3 
EBITDA from continuing operations† $(1.6) $8.9  $3.4  $4.4  $(5.8) $9.3 
Adjusted EBITDA from continuing operations†  (1.6)  8.9   3.4   4.4   (5.8)  9.3 
EBITDA from discontinued operations  1.8   -   -   -   -   1.8 
Adjusted EBITDA † $0.2  $8.9  $3.4  $4.4  $(5.8) $11.1 

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  Central  Northern  Rhino  Illinois       
Three months ended September 30, 2016 Appalachia  Appalachia  Western  Basin  Other  Total** 
   (in millions)  
Net income/(loss) from continuing operations $(1.5) $3.2  $-  $(2.8) $(2.1) $(3.2)
Plus:                        
DD&A  1.6   0.8   1.3   2.6   0.2   6.5 
Interest expense  0.5   -   0.1   0.3   1.0   1.9 
EBITDA from continuing operations† $0.6  $4.0  $1.4  $0.1  $(0.9) $5.2 
Plus: Provision for doubtful accounts (1)  -   -   -   -   2.0   2.0 
Plus: Gain on extinguishment of debt (2)  -   (1.7)  -   -   -   (1.7)
Adjusted EBITDA from continuing operations†  0.6   2.3   1.4   0.1   1.1   5.5 
EBITDA from discontinued operations  0.1   -   -   -   -   0.1 
Adjusted EBITDA † $0.7  $2.3  $1.4  $0.1  $1.1  $5.6 

  Central  Northern  Rhino  Illinois       
Nine months ended September 30, 2016 Appalachia  Appalachia  Western  Basin  Other  Total** 
  (in millions) 
Net income/(loss) from continuing operations $(10.1) $9.0  $(0.6) $(4.2) $(3.1) $(9.0)
Plus:                        
DD&A  4.9   2.6   4.1   6.3   0.4   18.3 
Interest expense  1.7   0.3   0.3   0.7   2.2   5.2 
EBITDA from continuing operations† ** $ $11.9  $3.8  $2.8  $(0.5) $14.6 
Plus: Provision for doubtful accounts (1)  -   -   -   -   2.0   2.0 
Plus: Gain on extinguishment of debt (2)  -   (1.7)  -   -   -   (1.7)
Adjusted EBITDA from continuing operations†  (3.4)  10.2   3.8   2.8   1.5   14.9 
EBITDA from discontinued operations  1.8   -   -   -   -   1.8 
Adjusted EBITDA † $(1.6) $10.2  $3.8  $2.8  $1.5  $16.7 

  Central  Northern  Rhino  Illinois       
Three months ended September 30, 2015 Appalachia  Appalachia  Western  Basin  Other  Total** 
  (in millions) 
Net income/(loss) from continuing operations $(8.4) $2.0  $(0.5) $(3.1) $(0.4) $(10.4)
Plus:                        
DD&A  2.6   1.9   1.6   1.6   0.1   7.8 
Interest expense  0.5   0.1   0.1   0.2   0.5   1.4 
EBITDA from continuing operations† $(5.3) $4.0  $1.2  $(1.3) $0.2  $(1.2)
Plus: Non-cash asset impairment (3)  2.3   -   -   -   -   2.3 
Adjusted EBITDA from continuing operations†  (3.0)  4.0   1.2   (1.3)  0.3   1.2 
EBITDA from discontinued operations  1.6   -   -   -   -   1.6 
Adjusted EBITDA † $(1.4) $4.0  $1.2  $(1.3) $0.3  $2.8 

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  Central  Northern  Rhino  Illinois       
Nine months ended September 30, 2015 Appalachia  Appalachia  Western  Basin  Other  Total** 
  (in millions) 
Net income/(loss) from continuing operations $(16.3) $4.6  $(3.0) $(10.3) $(1.9) $(26.9)
Plus:                        
DD&A  9.1   5.7   4.8   4.3   0.6   24.5 
Interest expense  1.4   0.5   0.2   0.4   1.1   3.6 
EBITDA from continuing operations† ** $(5.8) $10.8  $2.0  $(5.6) $(0.2) $1.2 
Plus: Non-cash asset impairment (3)  2.3   -   -   -   2.2   4.5 
Adjusted EBITDA from continuing operations† $(3.5)  10.8   2.0   (5.6)  2.0   5.7 
EBITDA from discontinued operations  6.7   -   -   -   0.7   7.4 
Adjusted EBITDA † $3.2  $10.8  $2.0  $(5.6) $2.7  $13.1 

*Includes our 51% equity interest in the results of the joint venture, which owns the Rhino Eastern mining complex located in West Virginia and for which we serve as manager.
**Totals may not foot due to rounding.
  
EBITDA is calculated based on actual amounts and not the rounded amounts presented in this table.
(1)During the three and nine months ended September 30, 2016, we recorded a $2.0 million reserve against a note receivable that was recorded in 2015 related to the sale of the Deane mining complex discussed earlier. We believe that the isolation and presentation of this specific item to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of this item provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of this item provides investors with enhanced comparability to prior and future periods of our operating results.
(2)For the three and nine months ended September 30, 2016, we recorded a gain of approximately $1.7 million for the extinguishment of debt. We executed an agreement with the third party that held approximately $2.8 million of other notes payable to settle the debt for $1.1 million of cash consideration, which resulted in an approximate $1.7 million gain from the extinguishment of this debt. We believe that the isolation and presentation of this specific item to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of this item provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of this item provides investors with enhanced comparability to prior and future periods of our operating results.
(3)During the three and nine months ended September 30, 2015, we recorded asset impairment losses of approximately $2.3 million and $4.5 million, respectively. For the three months ended September 30, 2015, we recorded an asset impairment loss of approximately $2.3 million for our Deane mining complex since this asset is classified as held for sale and was written down to its estimated fair value less costs to sell as of September 30, 2015. For the nine months ended September 30, 2015, we recorded an additional asset impairment loss of approximately $2.2 million for our Cana Woodford mineral rights since this asset was classified as held for sale and was written down to its estimated fair value less costs to sell as of June 30, 2015. We believe that the isolation and presentation of these specific items to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of these items provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of these items provides investors with enhanced comparability to prior and future periods of our operating results.
  Three months ended June 30,  Six months ended June 30, 
  2017  2016  2017  2016 
  (in millions) 
Net cash provided by operating activities $6.0  $5.3  $7.3  $4.1 
Plus:                
Increase in net operating assets  1.4   -   4.9   1.0 
Gain on sale of assets  -   0.1   -   0.3 
Amortization of deferred revenue  -   0.6   -   0.7 
Amortization of actuarial gain  -   -   -   4.8 
Interest expense  1.0   1.7   2.1   3.3 
Equity in net income of unconsolidated affiliate  0.1   -   0.1   - 
Less:                
Decrease in net operating assets  -   1.4   -   - 
Amortization of advance royalties  0.3   0.3   0.6   0.6 
Amortization of debt issuance costs  0.4   0.4   0.7   1.0 
Loss on retirement of advanced royalties  -   -   0.1   0.1 
Loss on sale of assets  0.1   -   0.1   - 
Provision for doubtful accounts  -   0.1   -   0.1 
Equity-based compensation  0.3   0.5   0.3   0.5 
Accretion on asset retirement obligations  0.5   0.4   0.9   0.7 
Equity in net loss of unconsolidated affiliates  -   0.1   -   0.1 
EBITDA† $6.9  $4.5  $11.7  $11.1 
Adjusted EBITDA†  6.9   4.5   11.7   11.1 
Less: EBITDA from discontinued operations  -   0.6   -   1.8 
Adjusted EBITDA from continuing operations † $6.9  $3.9  $11.7  $9.3 

  

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  Three months ended
September 30,
  Nine months ended
September 30,
 
  2016  2015  2016  2015 
  (in millions) 
Net cash provided by operating activities $1.1  $2.5  $5.1  $13.9 
Plus:                
Increase in net operating assets  5.1   -   6.1   - 
Gain on sale of assets  0.1   0.5   0.4   1.2 
Amortization of deferred revenue  0.6   0.4   1.3   2.1 
Amortization of actuarial gain  -   -   4.8   0.1 
Interest expense  1.9   1.4   5.2   3.7 
Equity in net income of unconsolidated affiliate  -   0.1   -   0.3 
Less:                
Decrease in net operating assets  -   1.1   -   4.6 
Amortization of advance royalties  0.1   0.2   0.7   0.6 
Amortization of debt issuance costs  1.0   0.3   2.0   1.1 
Loss on retirement of advanced royalties  -   -   0.1   - 
Equity-based compensation  -   -   0.5   - 
Provision for doubtful accounts  2.0   0.1   2.0   0.5 
Loss on asset impairments  -   2.3   -   4.5 
Loss on disposal of business  0.5   -   119.2   - 
Accretion on asset retirement obligations  0.4   0.5   1.1   1.7 
Distribution from unconsolidated affiliates  -   -   -   0.2 
Equity in net loss of unconsolidated affiliates  -   -   0.1   - 
Gain on extinguishment of debt  1.7   -   1.7   - 
EBITDA† $3.1  $0.4  $(104.5) $8.1 
Plus: Loss on disposal of business and asset impairments (1)  0.5   2.3   119.2   4.5 
Plus: Provision for doubtful accounts (2)  2.0   0.1   2.0   0.5 
Adjusted EBITDA† **  5.6   2.8   16.7   13.1 
Less: EBITDA from discontinued operations  0.1   1.6   1.8   7.4 
Adjusted EBITDA from continuing operations † $5.5  $1.2  $14.9  $5.7 

EBITDA is calculated based on actual amounts and not the rounded amounts presented in this table.
**Totals may not foot due to rounding.
(1)For the three and nine months ended September 30, 2016, we recorded losses of $0.5 million and $119.2 million related to the sale of our Elk Horn coal leasing company that was discussed earlier. For the three and nine months ended September 30, 2015, we recorded asset impairment losses of approximately $2.3 million and $4.5 million, respectively. For the three months ended September 30, 2015, we recorded an asset impairment loss of approximately $2.3 million for our Deane mining complex since this asset is classified as held for sale and was written down to its estimated fair value less costs to sell as of September 30, 2015. For the nine months ended September 30, 2015, we recorded an additional asset impairment loss of approximately $2.2 million for our Cana Woodford mineral rights since this asset was classified as held for sale and was written down to its estimated fair value less costs to sell as of June 30, 2015. We believe that the isolation and presentation of this specific item to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of this item provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of this item provides investors with enhanced comparability to prior and future periods of our operating results.

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(2)For the three and nine months ended September 30, 2016, we recorded a $2.0 million reserve against a note receivable that was recorded in 2015 related to the sale of the Deane mining complex discussed earlier. During the three and nine months ended September 30, 2015, we recorded provisions for doubtful accounts of approximately $0.1 million and $0.5 million, respectively, related to a few of our Elk Horn lessee customers in Central Appalachia that were in bankruptcy proceedings. We believe that the isolation and presentation of this specific item to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of this item provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of this item provides investors with enhanced comparability to prior and future periods of our operating results.

 

Liquidity and Capital Resources

 

Liquidity

TheOur principal indicators of our liquidity are our cash on hand and availability under our Amendedamended and restated credit agreement. As of June 30, 2017, our available liquidity was $8.0 million, including cash on hand of $0.1 million and $7.9 million available under our credit facility. On May 13, 2016, we entered into a Fifth Amendment of our amended and restated agreement that initially extended the term of the senior secured credit facility to July 31, 2017. Per the Fifth Amendment, the term of the credit facility automatically extended to December 31, 2017 when the revolving credit commitments were reduced to $55 million or less as of December 31, 2016. The Fifth Amendment also immediately reduced the revolving credit commitments under the credit facility to a maximum of $75 million and maintained the amount available for letters of credit at $30 million. In December 2016, we entered into a Seventh Amendment of our amended and restated credit agreement. The Seventh Amendment immediately reduced the revolving credit commitments by $11.0 million and provided for additional revolving credit commitment reductions of $2.0 million each on June 30, 2017 and September 30, 2017. The Seventh Amendment further reduced the revolving credit commitments over time on a dollar-for-dollar basis for the net cash proceeds received from any asset sales after the Seventh Amendment date once the aggregate net cash proceeds received exceeds $2.0 million. For more information about our amended and restated credit agreement, please read — “Amended and Restated Credit Agreement. As of September 30, 2016, our available liquidity was $4.0 million, which was comprised of our availability under our credit agreement.

Our business is capital intensive and requires substantial capital expenditures for purchasing, upgrading and maintaining equipment used in developing and mining our reserves, as well as complying with applicable environmental and mine safety laws and regulations. Our principal liquidity requirements are to finance current operations, fund capital expenditures, including acquisitions from time to time, and service our debt. Historically, our sources of liquidity included cash generated by our operations, borrowings under our credit agreement and issuances of equity securities. Our ability to access the capital markets on economic terms in the future will be affected by general economic conditions, the domestic and global financial markets, our operational and financial performance, the value and performance of our equity securities, prevailing commodity prices and other macroeconomic factors outside of our control. Failure to obtain financing or to generate sufficient cash flow from operations could cause us to significantly reduce our spending and to alter our short- or long-term business plan. We may also be required to consider other options, such as selling assets or merger opportunities, and depending on the urgency of our liquidity constraints, we may be required to pursue such an option at an inopportune time.

 

Prior toSince the current maturity date of our entry into the Fifth Amendment,credit facility is December 31, 2017, we wereare unable to demonstrate that we hadhave sufficient liquidity to operate our business over the subsequentnext twelve months and thus substantial doubt wasis raised about our ability to continue as a going concern. Accordingly, our independent registered public accounting firm has included an emphasis paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the year ended December 31, 2015.2016. The presence of the going concern emphasis paragraph in our auditors’ report may have an adverse impact on our relationship with third parties with whom we do business, including our customers, vendors, lenders and employees, making it difficult to raise additional debt or equity financing to the extent needed and conduct normal operations. As a result, our business, results of operations, financial condition and prospects could be materially adversely affected.

 

On March 17,Since our credit facility has an expiration date of December 2017, we determined that our credit facility debt liability at June 30, 2017 and December 31, 2016, of $12.3 million and $10.0 million, respectively, should be classified as a current liability on our Operating Company, as borrower, and we and certainunaudited condensed consolidated statements of financial position. The classification of our subsidiaries,credit facility balance as guarantors, entered into a fourth amendment (the “Fourth Amendment”)current liability raises substantial doubt of our Amended and Restated Credit Agreement. The Fourth Amendment amendedability to continue as a going concern for the definition of change of controlnext twelve months. We are also considering alternative financing options that could result in a new long-term credit facility. However, we may be unable to complete such a transaction on terms acceptable to us or at all. If we are unable to extend the Amended and Restated Credit Agreement to permit Royal to purchase the membership interests of the General.

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On May 13, 2016, we entered into the Fifth Amendment of the Amended and Restated Credit Agreement, which extended the term to July 31, 2017.

In July 2016, we entered into a sixth amendment (the “Sixth Amendment”)expiration date of our amended and restated senior secured credit facility that permitted the sale of Elk Horn that was discussed earlier. (see “—Liquidity and Capital Resources—Amended and Restated Credit Agreement” for further details of the Fourth, Fifth and Sixth Amendments).

In order to borrow under our senior secured credit facility, we must make certain representations and warrantieswill have to secure alternative financing to replace our lenders atcredit facility by the timeexpiration date of each borrowing.December 2017 in order to continue our business operations. If we are unable to make these representationsextend the expiration date of our amended and warranties,restated credit facility or secure a replacement facility, we wouldwill lose a primary source of liquidity, and we may not be unableable to borrowgenerate adequate cash flow from operations to fund our business, including amounts that may become due under our senior secured credit facility, absent a waiver. facility.

Furthermore, although met coal prices and demand have improved in recent months, if weak demand and low prices for steam coal persist and if met coal prices and demand weaken, we may not be able to continue to give the required representations or meet all of the covenants and restrictions included in our amended and restated credit agreement. If we violate any of the covenants or restrictions in our Amendedamended and Restated Credit Agreement,restated credit agreement, including the maximum leverage ratio, and minimum EBITDA requirement, some or all of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us may terminate. Given the continued weak demand and low prices for met and steam coal, we may not be able to continue to give the required representations or meet all of the covenants and restrictions included in our senior secured credit facility. If we are unable to give a required representation or we violate a covenant or restriction, then we will need a waiver from our lenders in order to continue to borrow under our Amendedamended and Restated Credit Agreement. restated credit agreement.

Although we believe our lenders loans are well secured under the terms of our Amendedamended and Restated Credit Agreement,restated credit agreement, there is no assurance that the lenders would agree to any such waiver.

Failure to obtain financing or to generate sufficient cash flow from operations could cause us to further curtail our operations and reduce our spending and to alter our business plan. We may also be required to consider other options, such as selling additional assets or merger opportunities, and depending on the urgency of our liquidity constraints, we may be required to pursue such an option at an inopportune time. If we are not able to fund our liquidity requirements for the next twelve months, we may not be able to continue as a going concern.

We continue to take measures, including the suspension of cash distributions on our common and subordinated units and cost and productivity improvements, to enhance and preserve our liquidity so that we can fund our ongoing operations and necessary capital expenditures and meet our financial commitments and debt service obligations. For the quarter ended September 30, 2016, we continued the suspension of the cash distribution for our common units, which was initially suspended beginning with the quarter ended June 30, 2015. For the quarters ended September 30, 2014 and December 31, 2014, we announced cash distributions of $0.05 per common unit, or $0.20 per unit on an annualized basis, and for the quarter ended March 31, 2015, we announced cash distributions of $0.02 per common unit, or $0.08 per unit on an annualized basis. Each of these quarters’ distribution levels were lower than the previous quarters’ distribution amounts of $0.445 per common unit, or $1.78 per unit on an annualized basis. We have not paid any distribution on our subordinated units for any quarter after the quarter ended March 31, 2012. The distribution suspension and prior reductions were the result of prolonged weakness in the coal markets, which has continued to adversely affect our cash flow.

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Cash Flows

Net cash provided by operating activities was $5.1$7.3 million for the ninesix months ended SeptemberJune 30, 20162017 as compared to cash provided by operating activities of $13.9$4.1 million for the ninesix months ended SeptemberJune 30, 2015.2016. This decreaseincrease in cash provided by operating activities for the six months ended June 30, 2017 was primarily the result of ongoing weak coal market conditions discussed abovethe increase in production and sales in our Central Appalachia segment for the ninesix months ended SeptemberJune 30, 20162017 as compared to 2015.2016.

 

Net cash provided byused for investing activities was $5.1$9.3 million for the ninesix months ended SeptemberJune 30, 20162017 as compared to cash used for investing activities of $4.5$4.0 million for the ninethree months ended SeptemberJune 30, 2015.2016. Net cash provided byused in investing activities for the ninesix months ended SeptemberJune 30, 2017 and 2016 was primarily related to the proceeds from the sale of Elk Horn coal leasing operation, partially offset by our capital expenditures necessary for maintaining our mining operations. Net cash used for investing activities for the nine months ended September 30, 2015 is primarily related to our capital expenditures necessary for maintaining our mining operations.

 

Net cash provided by financing activities for the six months ended June 30, 2017 was $2.0 million, which was primarily attributable to net borrowings on our revolving credit facility during this period. Net cash used in financing activities for the ninesix months ended SeptemberJune 30, 2016 was $10.3$0.1 million, which was primarily attributable to net repayments on our revolving credit facility this period with the proceedsresulting from the sale of our Elk Horn coal leasing operation as well as contributions from Royal’s acquisition of common units. Net cash used in financing activities for the nine months ended September 30, 2015 was $9.9 million, which was primarily attributable to fees paid for the third amendment of our credit facility, as well as distributions paid to unitholders.

 

Capital Expenditures

Our mining operations require investments to expand, upgrade or enhance existing operations and to meet environmental and safety regulations. Maintenance capital expenditures are those capital expenditures required to maintain our long term operating capacity. Examples of maintenance capital expenditures include expenditures associated with the replacement of equipment and coal reserves, whether through the expansion of an existing mine or the acquisition or development of new reserves to the extent such expenditures are made to maintain our long term operating capacity. Expansion capital expenditures are those capital expenditures that we expect will increase our operating capacity over the long term. Examples of expansion capital expenditures include the acquisition of reserves, acquisition of equipment for a new mine or the expansion of an existing mine to the extent such expenditures are expected to expand our long-term operating capacity.

 

Actual maintenance capital expenditures for the ninesix months ended SeptemberJune 30, 20162017 were approximately $1.1$5.8 million. These amounts were primarily used to rebuild, repair or replace older mining equipment. Expansion capital expenditures for the ninesix months ended SeptemberJune 30, 20162017 were approximately $4.8 million which wereand primarily related to the payments for the final developmentpurchases of additional equipment to be used to expand our new Riveredge mine on our Pennyrile propertymet coal production capacity in western Kentucky.Central Appalachia.

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Amended and Restated Credit Agreement

 

On July 29, 2011, we executed the Amended and Restated Credit Agreement. The maximum availability under the amended and restated credit facility was $300.0 million, with a one-time option to increase the availability by an amount not to exceed $50.0 million. Of the $300.0 million, $75.0 million was available for letters of credit. In April 2015, the Amended and Restated Credit Agreement was amended and the borrowing commitment under the facility was reduced to $100.0 million and the amount available for letters of credit was reduced to $50.0 million. As described below, in March 2016 and May 2016, the borrowing commitment under the facility was further reduced to $80.0 million and $75.0 million, respectively, and the amount available for letters of credit was reduced to $30.0 million.

In addition, as described below, the borrowing commitment under the facility was further reduced by amendments in July 2016 and December 2016 to $46.3 million as of June 30, 2017. The amount available for letters of credit was unchanged from these amendments.

Loans under the senior secured credit facility currently bear interest at a base rate equaling the prime rate plus an applicable margin of 3.50%. The Amendedamended and Restated Credit Agreementrestated credit agreement also contains letter of credit fees equal to an applicable margin of 5.00% multiplied by the aggregate amount available to be drawn on the letters of credit, and a 0.15% fronting fee payable to the administrative agent. In addition, we incur a commitment fee on the unused portion of the senior secured credit facility at a rate of 1.00% per annum. Borrowings on the line of credit are collateralized by all of our unsecured assets.

 

Our Amended and Restated Credit Agreement requires us to maintain certain minimum financial ratios and contains certain restrictive provisions, including among others, restrictions on making loans, investments and advances, incurring additional indebtedness, guaranteeing indebtedness, creating liens, and selling or assigning stock. As of and for the twelve months ended September 30, 2016, we are in compliance with respect to all covenants contained in the credit agreement.

 

On March 17, 2016, we entered into the Fourth Amendment (“Fourth Amendment”) of our Amendedamended and Restated Credit Agreement.restated credit agreement. The Fourth Amendment amended the definition of change of control in the Amendedamended and Restated Credit Agreementrestated credit agreement to permit Royal to purchase the membership interests of our general partner. The Fourth Amendment reduced the borrowing capacity under the credit facility to a maximum of $80 million and reduced the amount available for letters of credit to $30 million. The Fourth Amendment eliminated the option to borrow funds utilizing the LIBOR rate plus an applicable margin and established the borrowing rate for all borrowings under the facility to be based upon the current PRIME rate plus an applicable margin of 3.50%. The Fourth Amendment eliminated the capability to make Swing Loans under the facility and eliminated our ability to pay distributions to our common or subordinated unitholders. The Fourth Amendment altered the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve-month basis, to 6.75 to 1.00. The leverage ratio shall be reduced by 0.50 to 1.00 for every $10 million of net cash proceeds, in the aggregate, received by us after the date of the Fourth Amendment from a liquidity event; provided, however, that in no event shall the maximum permitted leverage ratio be reduced below 3.00 to 1.00. A liquidity event is defined in the Fourth Amendment as the issuance of any equity by us on or after the Fourth Amendment effective date (other than the Royal equity contribution discussed above), or the disposition of any assets by us. The Fourth Amendment required us to maintain minimum liquidity of $5 million and minimum EBITDA (as defined in the credit agreement), calculated as of the end of the most recent month, on a trailing twelve month basis, of $8 million. The Fourth Amendment limited the amount of our capital expenditures to $15 million, calculated as of end of the most recent month, on a trailing twelve-month basis. The Fourth Amendment required us to provide monthly financial statements and a weekly rolling thirteen-week cash flow forecast to the Administrative Agent.

 

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On May 13, 2016, we entered into the Fifth Amendment of our Amendedamended and Restated Credit Agreementrestated credit agreement that extended the term to July 31, 2017. Per the Fifth Amendment, the credit facility will be automatically extended to December 31, 2017 if revolving credit commitments are reduced to $55 million or less on or before July 31, 2017. The Fifth Amendment immediately reduced the revolving credit commitments under the credit facility to a maximum of $75 million and maintained the amount available for letters of credit at $30 million. The Fifth Amendment further reduced the revolving credit commitments over time on a dollar-for-dollar basis in amounts equal to each of the following: (i) the face amount of any letter of credit that expires or whose face amount is reduced by any such dollar amount, (ii) the net proceeds received from any asset sales, (iii) the Royal scheduled capital contributions (as outline below), (iv) the net proceeds from the issuance of any equity by us up to $20.0 million (other than equity issued in exchange for any Royal contribution as outlined in the Securities Purchase Agreement or the Royal scheduled capital contributions to us as outlined below), and (v) the proceeds from the incurrence of any subordinated debt. The first $11 million of proceeds received from any equity issued by us described in clause (iv) above shall also satisfy the Royal scheduled capital contributions as outlined below. The Fifth Amendment requires Royal to contribute $2 million each quarter beginning September 30, 2016 through September 30, 2017 and $1 million on December 1, 2017, for a total of $11 million. The Fifth Amendment further reduces the revolving credit commitments as follows:

Date of Reduction Reduction Amount
September 30, 2016 The lesser of (i) $2 million or (ii) the positive difference (if any) of $2 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)
   
December 31, 2016 The lesser of (i) $2 million or (ii) the positive difference (if any) of $4 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)
   
March 31, 2017 The lesser of (i) $2 million or (ii) the positive difference (if any) of $6 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)
   
June 30, 2017 The lesser of (i) $2 million or (ii) the positive difference (if any) of $8 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)
   
September 30, 2017 The lesser of (i) $2 million or (ii) the positive difference (if any) of $10 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)
   
December 1, 2017 The lesser of (i) $1 million or (ii) the positive difference (if any) of $11 million minus the proceeds from the issuance of any of our equity (excluding any Royal equity contributions)

 

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The Fifth Amendment requiresrequired that on or before March 31, 2017, we shall have solicitedsolicit bids for the potential sale of certain non-core assets, satisfactory to the administrative agent, and provided the administrative agent, and any other lender upon its request, with a description of the solicitation process, interested parties and any potential bids. The Fifth Amendment limits any payments by us to our general partner to: (i) the usual and customary payroll and benefits of the our management team so long as our management team remains employees of our general partner, (2) the usual and customary board fees of our general partner, and (3) the usual and customary general and administrative costs and expenses of our general partner incurred in connection with the operation of its business in an amount not to exceed $0.3 million per fiscal year. The Fifth Amendment limits asset sales to a maximum of $5 million unless we receive consent from the lenders. The Fifth Amendment alters the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve-month basis, as follows:

PeriodRatio
For the month ending April 30, 2016, through the month ending May 31, 20167.50 to 1.00
For the month ending June 30, 2016, through the month ending August 31, 20167.25 to 1.00
For the month ending September 30, 2016, through the month ending November 30, 20167.00 to 1.00
For the month ending December 31, 2016, through the month ending March 31, 20176.75 to 1.00
For the month ending April 30, 2017, through the month ending June 30, 20176.25 to 1.00
For the month ending July 31, 2017, through the month ending November 30, 20176.0 to 1.00
For the month ending December 31, 20175.50 to 1.00

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The leverage ratios above shall be reduced by 0.50 to 1.00 for every $10 million of aggregate proceeds received by us from: (i) the issuance of our equity (excluding any Royal capital contributions) and/or (ii) the proceeds received from the sale of assets, provided that the leverage ratio shall not be reduced below 3.50 to 1.00. The Fifth Amendment removes the $5.0 million minimum liquidity requirement and requires us to have any deposit, securities or investment accounts with a member of the lending group.

 

In July 2016, we entered into the Sixth Amendment (“Sixth Amendment”) of our amended and restated senior secured credit facility that permitted the sale of Elk Horn that was discussed earlier. The Sixth Amendment reduced the maximum commitment amount allowed under the credit facility based on the initial cash proceeds of $10.5 million that were received for the Elk Horn sale. The Sixth Amendment further reduces the maximum commitment amount allowed under the credit facility by $375,000 each quarterly period beginning September 30, 2016 through June 30, 2017 for the additional $1.5 million to be received from the Elk Horn salesale.

In December, 2016, we entered into a Seventh Amendment, which allows for the Series A preferred units as outlined in the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, which is further discussed in “Recent Developments”. The Seventh Amendment immediately reduced the revolving credit commitments by $375,000$11.0 million and provides for additional revolving credit commitment reductions of $2.0 million each quarterly period beginningon June 30, 2017 and September 30, 2017. The Seventh Amendment further reduces the revolving credit commitments over time on a dollar-for-dollar basis for the net cash proceeds received from any asset sales after the Seventh Amendment date once the aggregate net cash proceeds received exceeds $2.0 million. The Seventh Amendment alters the maximum leverage ratio to 4.0 to 1.0 effective December 31, 2016 through May 31, 2017 and 3.5 to 1.0 from June 30, 2017 through December 31, 2017. The maximum leverage ratio shall be reduced by 0.50 to 1.0 for every $10.0 million of net cash proceeds, in the aggregate, received after the Seventh Amendment date from (i) the issuance of any equity by us and/or (ii) the disposition of any assets in excess of $2.0 million in the aggregate, provided, however, that in no event will the maximum leverage ratio be reduced below 3.0 to 1.0. The Seventh Amendment alters the minimum consolidated EBITDA figure, as calculated on a rolling twelve months basis, to $12.5 million from December 31, 2016 through May 31, 2017 and $15.0 million from June 30, 2017 through December 31, 2017. The Seventh Amendment alters the maximum capital expenditures allowed, as calculated on a rolling twelve months basis, to $20.0 million through the expiration of the credit facility. A condition precedent to the effectiveness of the Seventh Amendment was the receipt of the $13.0 million of cash proceeds received by us from the issuance of the Series A preferred units pursuant to the Preferred Unit Agreement, which we used to repay outstanding borrowings under the revolving credit facility. Per the Seventh Amendment, the receipt of $13.0 million cash proceeds fulfills the required Royal equity contributions as outlined in the previous amendments to our credit agreement.

On March 23, 2017, we entered into an Eighth Amendment (“Eighth Amendment”) of our amended and restated credit agreement that allows the annual auditor’s report for the years ended December 31, 2016 and 2015 to contain a qualification with respect to the short-term classification of our credit facility balance without creating a default under the credit agreement.

On June 9, 2017, we entered into a ninth amendment (the “Ninth Amendment”) of our amended and restated credit agreement that permitted outstanding letters of credit to be replaced with different counterparties without affecting the revolving credit commitments under the credit agreement. The Ninth Amendment also permits certain lease and sale leaseback transactions under the credit agreement that do not affect the revolving credit commitments under the credit agreement for asset dispositions and also do into factor in the calculation of the maximum capital expenditures allowed under the credit agreement.

As of and for the twelve months ended June 30, 2017, we are in compliance with respect to all covenants contained in the credit agreement.

 

At SeptemberJune 30, 2016,2017, the Operating Company had borrowings outstanding (excluding letters of credit) of $30.4$12.3 million at a variable interest rate of PRIME plus 3.50% (7.00%(7.75% at SeptemberJune 30, 2016)2017). In addition, the Operating Company had outstanding letters of credit of approximately $27.8$26.1 million at a fixed interest rate of 5.00% at SeptemberJune 30, 2016.2017. Based upon a maximum borrowing capacity of 6.503.50 times a trailing twelve-month EBITDA calculation (as defined in the credit agreement), the Operating Company had available borrowing capacity of approximately $4.0$7.9 million at SeptemberJune 30, 2016.2017. During the three months ended SeptemberJune 30, 2016,2017, we had average borrowings outstanding of approximately $37.7$12.9 million under our credit agreement.

 

Off-Balance Sheet Arrangements

 

In the normal course of business, we are a party to certain off-balance sheet arrangements. These arrangements include guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit and surety bonds. No liabilities related to these arrangements are reflected in our consolidated balance sheet, and we do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements.

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Federal and state laws require us to secure certain long-term obligations related to mine closure and reclamation costs. We typically secure these obligations by using surety bonds, an off-balance sheet instrument. The use of surety bonds is less expensive for us than the alternative of posting a 100% cash bond or a bank letter of credit, either of which would require a greater use of our amended and restated credit agreement. We then use bank letters of credit to secure our surety bonding obligations as a lower cost alternative than securing those bonds with a committed bonding facility pursuant to which we are required to provide bank letters of credit in an amountas a percentage of up to 25% of theour aggregate bond liability. To the extent that surety bonds become unavailable, we would seek to secure our reclamation obligations with letters of credit, cash deposits or other suitable forms of collateral.

 

As of SeptemberJune 30, 2016,2017, we had $27.8$26.1 million in letters of credit outstanding, of which $22.4$20.7 million served as collateral for surety bonds.

 

Critical Accounting Policies and Estimates

 

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Management evaluates its estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Nevertheless, actual results may differ from the estimates used and judgments made.

 

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The accounting policies and estimates that we have adopted and followed in the preparation of our consolidated financial statements are fully described in our Annual Report on Form 10-K for the year ended December 31, 2015.2016. There have been no significant changes in these policies and estimates as of SeptemberJune 30, 2016.2017.

 

Recent Accounting Pronouncements

 

Refer to Part-I— Item 1. Financial Statements, Note 2 of the notes to the unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements, which is incorporated herein by reference. There are no known future impacts or material changes or trends of new accounting guidance beyond the disclosures provided in Note 2.

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 20162017 at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting.There was no change in our internal control over financial reporting that occurred during the quarter ended SeptemberJune 30, 2016,2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—Other Information

 

Item 1. Legal Proceedings.

 

We may, from time to time, be involved in various legal proceedings and claims arising out of our operations in the normal course of business. While many of these matters involve inherent uncertainty, we do not believe that we are a party to any legal proceedings or claims that will have a material adverse impact on our business, financial condition or results of operations.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this Report, you should carefully consider the risks under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015,2016, which risks could materially affect our business, financial condition or future results. There has been no material change in our risk factors from those described in the Annual Report on Form 10-K for the year ended December 31, 2015.2016. These risks are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

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Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety DisclosureDisclosure.

 

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K for the three months ended SeptemberJune 30, 20162017 is included in Exhibit 95.1 to this report.

 

Item 5. Other Information.

 

None.

  

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Item 6. Exhibits.         Exhibits.

 

Exhibit Number Description
   
2.12.1** 

Membership Transfer Agreement between Rhino Eastern JV Holding Company LLC, Rhino Energy WV LLC, and Rhino Eastern LLC dated December 31, 2014, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-34892) filed on January 7, 2015 

2.2*

Equity Exchange Agreement, dated as of September 30, 2016, by and among Rhino Resource Holdings LLC, Rhino Resource Partners LP, Rhino GP LLC and Royal Energy Resources, Inc. 

2.3*

Membership Interest Purchase Agreement, dated August 22, 2016, by and among Rhino Energy LLC and Elk Horn Coal Acquisition LLC,

incorporated by reference to Exhibit 2.2 of the Quarterly Report on Form 10-Q (File No. 001-34892), filed on November 10, 2016
   
3.1 

Certificate of Limited Partnership of Rhino Resource Partners LP, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-166550) filed on May 5, 2010

   
3.2 

ThirdFourth Amended and Restated Agreement of Limited Partnership of Rhino Resource Partners LP, dated as of December 30, 2015,2016, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-34892) filed on December 30, 2015

January 6, 2017.
4.1 

Registration Rights Agreement, dated as of October 5, 2010, by and between Rhino Resource Partners LP and Rhino Energy Holdings LLC, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-34892) filed on October 8, 2010

   
4.2 Registration Rights Agreement, dated as of March 21, 2016, by and between Rhino Resource Partners LP and Royal Energy Resources, Inc., incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-34892) filed on March 23, 2016
   
10.110.1* 

FifthNinth Amendment to Amended and Restated Credit Agreement, dated May 13, 2016June 9, 2017 by and among Rhino Energy LLC, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets and the guarantorsUnion Bank, N.A., as Joint Lead Arrangers and lenders party thereto, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 001-34892)Joint Bookrunners, Union Bank, N.A., filed on May 16, 2016

10.2*

Sixth Amendment and Consent to Amended and Restated Credit Agreement, dated as of July 19, 2016, by and among Rhino Energy LLC, PNCSyndication Agent, Raymond James Bank, FSB, Wells Fargo Bank, National Association and the Huntington National Bank, as Administrative Agent,Co-Documentation Agents and the guarantors and lenders party thereto

10.3*

Amended and Restated Employment Agreement of Richard Boone, effective as of September 1, 2016

 

Exhibit NumberDescription
10.4*

Amended and Restated Employment Agreement of W. Scott Morris, effective as of September 1, 2016 

10.5*

Letter Agreement between Rhino Resource Partners LP and Joseph E. Funk, dated as of August 22, 2016 

31.1* 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241)

   
31.2* 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241)

   
32.1* 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

32.2* 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Exhibit
Number
Description
95.1* 

Mine Health and Safety Disclosure pursuant to §1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the three months ended SeptemberJune 30, 2016  

2017
   
101.INS* 

XBRL Instance Document

101.SCH* 

XBRL Taxonomy Extension Schema Document

101.CAL* 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* 

XBRL Taxonomy Definition Linkbase Document

101.LAB* 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

 

The exhibits marked with the asterisk symbol (*) are filed or furnished (in the case of Exhibits 32.1 and 32.2) with this Form 10-Q.

 

**74Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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.

 

 RHINO RESOURCE PARTNERS LP
   
 By:Rhino GP LLC, its General Partner
   
Date: November 10, 2016August 11, 2017By:/s/ Joseph E. FunRichard A. Boone
  Joseph E. FunkRichard A. Boone
  President, Chief Executive Officer and Director
  (Principal Executive Officer)
   
Date: November 10, 2016August 11, 2017By:/s/ W. Scott Morris
  W. Scott Morris
  Vice President and Chief Financial Officer
  (Principal Financial Officer)

 

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