EQUITY INVESTMENTS | 8. EQUITY INVESTMENTS White Oak On September 22, 2011 (the “Transaction Date”), the ARLP Partnership entered into a series of transactions with White Oak Resources LLC (“White Oak”) and related entities to support development of a longwall mining operation. The initial longwall system commenced operation in late October 2014. The transactions with White Oak initiated on the Transaction Date (“Initial Agreements”) featured several components, including an equity investment in White Oak (represented by “Series A Units” containing certain distribution and liquidation preferences), the acquisition and lease-back of certain coal reserves and surface rights and a construction loan. The ARLP Partnership’s initial investment funding to White Oak at the Transaction Date, consummated utilizing existing cash on hand, was $69.5 million and it funded White Oak with an additional $330.8 million between the Transaction Date and June 30, 2015 under the Initial Agreements. At June 30, 2015, the ARLP Partnership’s only remaining funding commitment to White Oak under the Initial Agreements was $25.2 million of the $140.0 million commitment for reserve acquisition and leaseback transactions. Regarding funding of any additional commitments, see Note 14. On the Transaction Date, the ARLP Partnership also entered into a coal handling and preparation agreement, pursuant to which the ARLP Partnership constructed and is operating a preparation plant and other surface facilities. The following information discusses each component of these transactions in further detail. Hamilton County, Illinois Reserve Acquisition On the Transaction Date, the ARLP Partnership’s subsidiary, Alliance WOR Properties, LLC (“WOR Properties”), acquired from White Oak the rights to approximately 204.9 million tons of proven and probable high-sulfur coal reserves, of which 105.2 million tons have been developed for mining by White Oak, and certain surface properties and rights in Hamilton County, Illinois (the “Reserve Acquisition”), which is adjacent to White County, Illinois, where the White County Coal, LLC’s Pattiki mine is located. The asset purchase price of $33.8 million cash paid at closing was allocated to owned and leased coal rights. Between the Transaction Date and December 31, 2012, WOR Properties provided $51.6 million to White Oak for development of the acquired coal reserves, fulfilling its initial commitment for further development funding. During the years ended December 31, 2013 and 2014, WOR Properties acquired from White Oak, for $29.4 million cash paid at various closings, an additional 104.7 million tons of reserves. Of the additional tons acquired in 2014 and 2013, 53.4 million tons have been developed for mining by White Oak. No reserve purchases from White Oak were made during the six months ended June 30, 2015. At June 30, 2015, WOR Properties had provided $114.8 million to acquire a total of 309.6 million tons of coal reserves and fund the development of the acquired reserves. WOR Properties had a remaining commitment of $25.2 million for additional coal reserve acquisitions. Regarding funding of any additional commitments, see Note 14. In conjunction with the Reserve Acquisition and the additional reserve acquisitions discussed above, WOR Properties entered into leases with White Oak, which provide White Oak the rights to develop and mine the acquired reserves. The leases require, in consideration of the lease-back of the coal reserves and the funding of development of those coal reserves, White Oak to pay WOR Properties earned royalties and, during the period beginning January 1, 2015 and ending December 31, 2034, fully recoupable minimum royalty totaling $2.1 million per month. The lease terms are through December 31, 2034, subject to certain renewal options for White Oak. During the three and six months ended June 30, 2015, the ARLP Partnership received $4.2 million and $8.3 million, respectively, in minimum royalty payments from White Oak, against which earned royalties are credited. Unearned minimum royalty payments from White Oak of $0.2 million and $2.0 million are reflected in the “Other current liabilities” and “Other liabilities” line items, respectively, in our condensed consolidated balance sheets. During the three and six months ended June 30, 2015, $5.7 million and $10.1 million, respectively, of earned royalties from White Oak was recorded in the “Other sales and operating revenues” line item in our condensed consolidated statements of income. Equity Investment – Series A Units Concurrent with the Reserve Acquisition, the ARLP Partnership’s subsidiary, Alliance WOR Processing, LLC (“WOR Processing”), made an initial equity investment of $35.7 million in White Oak to purchase Series A Units representing ownership in White Oak. WOR Processing purchased $229.0 million of additional Series A Units between the Transaction Date and December 31, 2014. During the six months ended June 30, 2015, WOR Processing purchased $10.3 million of additional Series A Units, reaching WOR Processing’s maximum equity investment commitment of $275.0 million in Series A Units. Additional equity investments in Series A Units of $10.3 million were made by another White Oak owner during the six months ended June 30, 2015, bringing the total purchases of Series A Units not acquired by WOR Processing as of June 30, 2015 to $50.0 million. WOR Processing’s ownership and member’s voting interest in White Oak at June 30, 2015 were 40.0% based upon outstanding voting units. The remainder of the equity ownership in White Oak, represented by Series A and Series B Units (“Remaining Equity”), was held by other investors and members of White Oak management. See Note 14 regarding WOR Processing acquiring the Remaining Equity on July 31, 2015. The ARLP Partnership continually reviews all rights provided to WOR Processing as well as the ARLP Partnership by various agreements with White Oak and concluded as of June 30, 2015 that all such rights were protective or participating in nature and did not provide WOR Processing or the ARLP Partnership the ability to unilaterally direct any of the primary activities of White Oak that most significantly impact its economic performance. As such, WOR Processing’s interest in White Oak is recognized as an equity investment in affiliate in our condensed consolidated balance sheets. As of June 30, 2015, WOR Processing had invested $275.0 million in Series A Units of White Oak equity, which represented the maximum exposure to loss as a result of the equity investment in White Oak exclusive of capitalized interest. White Oak has made no equity distributions to the ARLP Partnership. WOR Processing’s equity in income or losses of affiliates are recorded under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the preferences to which WOR Processing is entitled with respect to distributions. For the three and six months ended June 30, 2015 and 2014, the ARLP Partnership was allocated losses of $22.0 million, $7.5 million, $31.4 million and $13.8 million, respectively, due primarily to losses incurred by White Oak. Allocated losses from White Oak for the six months ended June 30, 2015 were reduced by, and are reflected net of, $2.6 million, due to the impact of purchases of Series A Units during the period by another White Oak owner. There were no additional Series A Unit purchases during the three months ended June 30, 2015. Series A Unit purchases impact the future preferred distributions allocable to each owner and the ongoing allocation of income and losses for GAAP purposes under the HLBV method. Services Agreement Simultaneous with the closing of the Reserve Acquisition, WOR Processing entered into a Coal Handling and Preparation Agreement with White Oak pursuant to which WOR Processing committed to construct and operate a coal preparation plant and related facilities and a rail loop and loadout facility to service the White Oak longwall Mine No. 1. WOR Processing earned fees of $13.1 million, $4.1 million, $27.0 million and $7.8 million for the three and six months ended June 30, 2015 and 2014, respectively, from White Oak for surface facility services. Surface facility fees earned from White Oak are included in the other sales and operating revenues line item within our condensed consolidated statements of income. In addition, the Intermediate Partnership loaned $10.5 million to White Oak for the construction of various assets on the surface property, including a bathhouse, office and warehouse (“Construction Loan”). The Construction Loan has a term of 20 years. White Oak began making repayments in January 2015 and made $0.4 million and $0.9 million in principal and interest payments during the three and six months ended June 30, 2015, respectively. April 2015 Agreements On April 20, 2015, the ARLP Partnership entered into various agreements with White Oak to purchase processed coal (“Coal Purchase Agreement”) from the White Oak Mine No. 1 and assist in certain marketing and transportation needs. The ARLP Partnership paid White Oak approximately $15.0 million for processed coal to be delivered between January 1, 2016 and June 30, 2017, of which $7.0 million and $8.0 million are reflected in the “Prepaid expenses and other assets” and “Other long-term assets” line items, respectively, in our condensed consolidated balance sheets and included in “Cash flows provided by operating activities” in our condensed consolidated statements of cash flow. The ARLP Partnership also agreed to be White Oak’s exclusive representative for marketing White Oak coal in the export markets and to procure certain transportation related services for export shipments (“Export Agreements”). Beginning in June 2015, White Oak is required to pay monthly minimums to the ARLP Partnership of $0.2 million for the export transportation services which are recoupable against a handling fee of $4.50 per ton shipped up to 125,000 tons per month for the transportation procurement. There were no shipments related to the Export Agreements for the three and six months ended June 30, 2015. Minimum payments under the Export Agreements have been deferred in conjunction with additional funding discussed below. Future activity related to the Coal Purchase Agreement and Export Agreements will be eliminated due to the consolidation of White Oak (see Note 14). Additional Funding On May 29, 2015 (“Additional Funding Date”), the ARLP Partnership agreed to loan White Oak $7.3 million (“Additional Funding Loan”) in connection with entering into a letter of intent regarding its acquisition of the Remaining Equity (see Note 14). White Oak borrowed the entire amount available under the Additional Funding Loan in June 2015, which is reflected in the “Due from affiliates” line item in our condensed consolidated balance sheets and described as “Advances/loans to affiliate” in our condensed consolidated statements of cash flow. The loan was terminated on July 31, 2015 in conjunction with the ARLP Partnership’s acquisition of the Remaining Equity (see Note 14). On the Additional Funding Date, the ARLP Partnership also agreed to temporarily defer all payments owed to it by White Oak under the Export Agreements, coal leases, Construction Loan and Coal Handling and Preparation Agreement, which total $0.2 million, $2.2 million, $0.2 million and $10.2 million, respectively, as of June 30, 2015. The deferred amounts are reflected in the “Due from affiliates” line item in our condensed consolidated balance sheets. Payments for July 2015 under these agreements have also been deferred. AllDale Minerals On the Cavalier Formation Date, Cavalier Minerals (Note 7) contributed $7.4 million in return for a limited partner interest in AllDale Minerals, an entity created to purchase oil and gas mineral interests in various geographic locations within producing basins in the continental U.S. Between the Cavalier Formation Date and December 31, 2014, Cavalier Minerals’ contributed $4.2 million to AllDale Minerals. During the three and six months ended June 30, 2015, Cavalier Minerals contributed $11.9 million and $20.5 million, respectively, bringing the total investment in AllDale Minerals to $32.1 million at June 30, 2015. Cavalier Minerals had a remaining commitment to AllDale Minerals of $16.9 million at June 30, 2015, which it expects to fund over the next year. On July 1, 2015, Cavalier Minerals funded an additional $8.4 million of this commitment. The ARLP Partnership continually reviews all rights provided to Cavalier Minerals and the ARLP Partnership by various agreements and continues to conclude all such rights do not provide Cavalier Minerals or the ARLP Partnership the ability to unilaterally direct any of the activities of AllDale Minerals that most significantly impact its economic performance. As such, Cavalier Minerals’ ownership interest in the income or loss of AllDale Minerals is accounted for as equity income or loss in our condensed consolidated statements of income. Equity income or loss is recorded based on AllDale Minerals’ distribution structure. Cavalier Minerals’ limited partner interest in AllDale Minerals was 71.7% at June 30, 2015. The remainder of the equity ownership is held by other limited partners and AllDale Minerals Management. For the three and six months ended June 30, 2015, the ARLP Partnership has been allocated losses of $0.2 million and $0.5 million, respectively, from AllDale Minerals. |