Related-Party Transactions | 13. Related-Party Transactions The chairman of our general partner’s board of directors and the controlling member of Foresight Reserves, Chris Cline, directly and indirectly beneficially owns a 31% and 4% interest in the general and limited partner interests of NRP, respectively. Additionally, Donald R. Holcomb, who serves as a director on NRP’s board, is the member for the Cline Trust Company LLC, which owns 20.3 million of the Partnership’s common limited partner units. We routinely engage in transactions in the normal course of business with NRP and its subsidiaries and Foresight Reserves and its affiliates. These transactions include production royalties, transportation services, administrative arrangements, coal handling and storage services, supply agreements, service agreements, land leases and sale-leaseback financing arrangements (see Note 11, sale-leaseback financing arrangements are excluded from the discussion and tables below). We also acquire, from time to time, mining equipment from Foresight Reserves and affiliated entities. On April 16, 2015, Foresight Reserves and Murray Energy executed a purchase and sale agreement whereby Murray Energy paid Foresight Reserves $1.37 billion to acquire a 34% voting interest in FEGP, 77.5% of FELP’s incentive distribution rights (“IDR”) and nearly 50% of the outstanding limited partner units in FELP, including all of the outstanding subordinated units. FEGP will continue to govern the Partnership subsequent to this transaction. As part of the transaction, Murray Energy obtained an option, subject to certain conditions described below, to purchase an additional 46% of the voting interests in FEGP for $25 million during a five-year period. Murray Energy’s ability to exercise the option is conditioned upon (i) the exercise of the call option with respect to Colt LLC, a wholly-owned subsidiary of Foresight Reserves and (ii) the refinancing of the FELP notes and FELP’s existing credit facilities on terms reasonably acceptable to Foresight Reserves, or any other transaction (whether by amendment, waiver or a consent solicitation) that would have the effect of eliminating the “change of control” provisions of the FELP notes and FELP’s existing credit facilities with respect to the exercise of the option. Murray Management Services Agreement On April 16, 2015, a MSA was executed between FEGP and Murray American Coal, Inc. (the ”Manager”), a wholly-owned subsidiary of Murray Energy, pursuant to which the Manager will provide certain management and administration services to FELP for a quarterly fee of $3.5 million ($14.0 million on an annual basis), subject to contractual adjustments. To the extent that FELP or FEGP directly incurs costs for any services covered under the MSA, then the Manager’s quarterly fee is reduced accordingly. Also, to the extent that the Manager utilizes outside service providers to perform any of the services under the MSA, then the Manager is responsible for those outside service provider costs. The initial term of the MSA extends through December 31, 2022 and is subject to termination provisions. After taking into account the contractual adjustments for direct costs incurred by FELP, the amount of net expense due to the Manager for the three and nine months ended September 30, 2015 was $1.9 million and $3.4 million, respectively. Murray Energy Transport Lease and Overriding Royalty Agreements On April 16, 2015, American Century Transport LLC (“American Transport”), a newly created subsidiary of the Partnership, entered into a purchase and sale agreement (the “PSA”) with American Energy Corporation (“American Energy”), a subsidiary of Murray Energy, pursuant to which American Energy sold to American Transport certain mining and transportation assets for $63.0 million. Concurrent with the PSA, American Transport entered into a lease agreement (the “Transport Lease”) with American Energy pursuant to which (i) American Transport will lease to American Energy a tract of real property, two coal preparation plants and related coal handling facilities at the Transport Mine situated in Belmont and Monroe Counties, Ohio and (ii) American Transport will receive from American Energy a fee ranging from $1.15 to $1.75 for every ton of coal mined, processed and/or transported using such assets, subject to a quarterly recoupable minimum fee of $1.7 million. The Transport Lease is being accounted for as a direct financing lease. The total remaining minimum payments under the Transport Lease was $100.4 million at September 30, 2015, with unearned income equal to $38.8 million. The unearned income will be reflected as other revenue over the term of the lease using the effective interest method. Any amounts in excess of the contractual minimums will be recorded as other revenue when earned. As of September 30, 2015, the outstanding Transport Lease financing receivable was $61.6 million, of which $2.5 million was classified as current in the condensed consolidated balance sheet. Also, on April 16, 2015, American Century Minerals LLC (“Minerals”), a newly created subsidiary of the Partnership, entered into an overriding royalty agreement (“ORRA”) with Murray Energy subsidiaries’ American Energy and Consolidated Land Company (collectively, “AEC”), pursuant to which AEC granted to Minerals an overriding royalty interest ranging from $0.30 to $0.50 for each ton of coal mined, removed and sold from certain coal reserves situated near the Century Mine in Belmont and Monroe Counties, Ohio for $12.0 million. The ORRA is subject to a minimum recoupable quarterly fee of $0.5 million. This overriding royalty was accounted for as a financing arrangement. The payments the Partnership receives with respect to the ORRA will be reflected partially as a return of the initial investment (reduction in the affiliate financing receivable) and partially as other revenue over the life of the agreement using the effective interest method. Any amounts in excess of the contractual minimums will be recorded as other revenue when earned. The total remaining minimum payments under the ORRA was $34.5 million at September 30, 2015, with unearned income equal to $22.7 million. As of September 30, 2015, the outstanding ORRA financing receivable was $11.8 million, of which $0.1 million was classified as current in the condensed consolidated balance sheet. Other Murray Transactions During the three and nine months ended September 30, 2015, we purchased $1.2 million and $1.6 million, respectively, in equipment, supplies and rebuild services from affiliates of Murray Energy. During the three and nine months ended September 30, 2015, we purchased $5.1 million and $7.0 million, respectively, in coal from Murray Energy to meet quality specifications under certain customer contracts and we sold $8.7 million of coal to Murray Energy during the three and nine months ended September 30, 2015. During the three and nine months ended September 30, 2015, Murray Energy transported coal under our transportation agreement with a third party rail company resulting in usage fees owed to the third-party rail company of $7.5 million and $7.7 million, respectively. These usage fees have been fully billed to Murray Energy, resulting in no impact to our condensed consolidated statement of operations. The usage of the railway line with this third-party rail company by Murray Energy counts towards the minimum annual throughput volumes with the third-party rail company, thereby reducing the Partnership’s exposure to contractual liquidated damage charges. Convent Marine Terminal Amendment Effective May 1, 2015, the Partnership amended its material handling agreement with Raven Energy LLC, a former affiliate of The Cline Group, to reduce the minimum annual throughput volume at Convent Marine Terminal to 5.0 million tons for 2015 and through the duration of the contract. 2021 Senior Notes On August 23, 2013, Cline Resource and Development Company (“CRDC”) acquired $16.5 million of outstanding principal amounts of our 2021 Senior Notes (the “Original Purchase”), which bear interest at the rate of 7.875% annually. During September and October 2013, CRDC sold the Original Purchase primarily to affiliates, including $8.0 million to Chris Cline, $4.0 million to an entity controlled by John F. Dickinson, a director of our general partner’s board of directors, and $3.8 million to two former executives of the Partnership. Additional amounts were acquired independently in 2015 by Chris Cline and The Cline Trust Company LLC, as discussed below. As of September 30, 2015 and December 31, 2014, Chris Cline owned $44.5 million and $8.0 million, respectively, of the outstanding principal on our 2021 Senior Notes. Chris Cline acquired $8.0 million in principal of the Original Purchase and during the nine months ended September 30, 2015, acquired an additional $36.5 million in principal from third parties in open market transactions. During the three months ended September 30, 2015 and 2014, $1.6 million and $0.3 million, respectively, of interest on the 2021 Senior Notes was paid to Chris Cline and $1.9 million and $0.6 million during the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015 and December 31, 2014, $0.4 million and $0.2 million, respectively, of interest on the 2021 Senior Notes was accrued. The entity controlled by Mr. Dickinson owned $4.0 million of the outstanding principal on our 2021 Senior Notes as of September 30, 2015 and December 31, 2014, all of which was acquired from the Original Purchase. During the three months ended September 30, 2015 and 2014, $0.2 million of interest on the 2021 Senior Notes was paid to Mr. Dickinson and during the nine months ended September 30, 2015 and 2014, $0.3 million of interest on the 2021 Senior Notes was paid to Mr. Dickinson. As of September 30, 2015 and December 31, 2014, $0.1 million of interest on the 2021 Senor Notes was accrued. As of September 30, 2015, The Cline Trust Company LLC owned $10.0 million in principal of our 2021 Senior Notes, all of which was acquired during the nine months ended September 30, 2015. During the three and nine months ended September 30, 2015, no interest had been paid to The Cline Trust Company LLC. As of September 30, 2015, $0.1 million of interest on the 2021 Senior Notes was accrued. Also, Michael Beyer, the former chief executive officer of FELP, who resigned in May 2015, and Drexel Short, a former executive of our predecessor, who retired in March 2014, acquired $3.2 million and $0.5 million, respectively, from the Original Purchase. Mr. Beyer disposed of his 2021 Senior Notes in September of 2015. These former executives were no longer affiliates of the Partnership subsequent to their termination dates. During the three months ended September 30, 2015 and 2014, $0.1 million of interest on the 2021 Senior Notes was paid to Mr. Beyer. During the nine months ended September 30, 2015, $0.3 million of interest was paid to Mr. Beyer and during the nine months ended September 30, 2014, $0.3 million of interest was paid to Mr. Beyer and Mr. Short, collectively. Limited Partnership Agreement The Partnership’s general partner manages the Partnership’s operations and activities as specified in the partnership agreement. The general partner of the Partnership is managed by its board of directors, which is controlled by Foresight Reserves. Foresight Reserves and Murray Energy have the right to select the directors of the general partner. The members of the board of directors of the general partner are not elected by the unitholders and are not subject to reelection by the unitholders. The officers of the general partner govern the day-to-day affairs of the Partnership’s business. The partnership agreement provides that the Partnership will reimburse its general partner for all direct and indirect expenses incurred or payments made by the general partner on behalf of the Partnership. No amounts were incurred by the general partner or reimbursed under the partnership agreement during the three and nine months ended September 30, 2015 and 2014. The following table summarizes certain affiliate amounts included in our condensed consolidated balance sheets: Affiliated Company Balance Sheet Location September 30, 2015 December 31, 2014 (In Thousands) Foresight Reserves and affiliated entities Due from affiliates - current $ 165 $ 345 Murray Energy and affiliated entities Due from affiliates - current 18,310 — NRP and affiliated entities Due from affiliates - current 121 187 Total $ 18,596 $ 532 Murray Energy and affiliated entities Financing receivables - affiliate - current $ 2,638 $ — Total $ 2,638 $ — Murray Energy and affiliated entities Due from affiliates - noncurrent $ 2,691 $ — Total $ 2,691 $ — Murray Energy and affiliated entities Financing receivables - affiliate - noncurrent $ 70,831 $ — Total $ 70,831 $ — Foresight Reserves and affiliated entities Prepaid royalties - current and noncurrent $ 52,300 $ 53,671 NRP and affiliated entities Prepaid royalties - current and noncurrent 12,324 11,071 Total $ 64,624 $ 64,742 Foresight Reserves and affiliated entities Due to affiliates - current $ 939 $ 7,959 Murray Energy and affiliated entities Due to affiliates - current 2,274 — NRP and affiliated entities Due to affiliates - current 3,268 7,148 Total $ 6,481 $ 15,107 A summary of certain expenses (income) incurred with affiliated entities is as follows for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In Thousands) Coal sales – Murray Energy and affiliated entities (1) $ (8,727 ) $ — $ (8,727 ) $ — Overriding royalty and lease revenues – Murray Energy and affiliated entities (2) $ (1,941 ) $ — $ (3,263 ) $ — Royalty expense – (3) $ 5,210 $ 11,755 $ 23,367 $ 37,779 Royalty expense – Foresight Reserves and affiliated entities (3) $ 419 $ 2,477 $ 2,382 $ 6,403 Loadout services – NRP and affiliated entities (3) $ 1,695 $ 2,175 $ 6,318 $ 7,609 Purchased goods and services – Murray Energy and affiliated entities (3) $ 1,230 $ — $ 1,570 $ — Purchased coal - Murray Energy and affiliated entities (4) $ 5,055 $ — $ 6,957 $ — Land leases - Foresight Reserves and affiliated entities (3) $ 100 $ 100 $ 100 $ 100 Terminal fees – Foresight Reserves and affiliated entities (5) $ 1,500 $ 10,903 $ 19,327 $ 32,408 Management services – Murray Energy and affiliated entities (6) $ 1,855 $ — $ 3,362 $ — Administrative fee income – Foresight Reserves and affiliated entities (7) $ — $ (60 ) $ (52 ) $ (196 ) Location in the condensed consolidated statements of operations: (1) – Coal sales (2) – Other revenues (3) – Cost of coal produced (excluding depreciation, depletion and amortization) (4) – Cost of coal purchased (5) – Transportation (6) – Selling, general and administrative (7) – Other operating income, net We also purchased $4.4 million and $5.8 million in mining supplies from an affiliated joint venture under a supply agreement during the three months ended September 30, 2015 and 2014, respectively, and $11.8 million and $13.4 million for the nine months ended September 30, 2015 and 2014, respectively |