Related-Party Transactions | 15. Related-Party Transactions The chairman of our general partner’s board of directors and the controlling member of Foresight Reserves, Christopher Cline, directly and indirectly beneficially owns a 31% and 4% interest in the general and limited partner interests of NRP, respectively. 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, 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). Also, in connection with the reorganization of the Partnership pursuant to the execution of the MSA, Foresight Reserves paid retention bonuses to certain Partnership employees which were recorded as capital contributions during the period of payment (see Note 18). 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 100% of the outstanding subordinated units in FELP. FEGP has continued to govern the Partnership subsequent to this transaction. Murray Energy has an option (the “GP Option”), as amended as part of the Restructuring Transactions, to purchase an additional 46% of the voting interests in FEGP for $15 million and is also conditioned upon a Note Redemption prior to the Exchangeable PIK Notes Maturity Date (see Note 10 for additional discussion on the Note Redemption). Reserves Investor Group Tender Offer and Exchange In connection with the Restructuring Transactions, on the Closing Date, the Reserves Investor Group (as defined below) acquired, with cash, $105.4 million of the outstanding 2021 Senior Notes (the “Tender Offer”). The Reserves Investor Group includes Christopher Cline, the four trusts established for the benefit of Mr. Cline’s children, Michael J. Beyer, the former Chief Executive Officer of FEGP, and owner of 0.66% of the voting and 0.225% of the economic interests of FEGP, and certain other limited liability companies owned or controlled by individuals with limited partner interests in Foresight Reserves through indirect ownership. Prior to the commencement of the Tender Offer, the Reserves Investor Group owned $83.0 million of the 2021 Senior Notes. The Reserves Investor Group then exchanged its aggregate $188.4 million of 2021 Senior Notes, plus $6.8 million of accrued and unpaid interest, for $179.9 million of Exchangeable PIK Notes and $15.2 million of Second Lien Notes (see Note 10 for additional discussion on the terms of the Exchangeable PIK Notes and Second Lien Notes). As of December 31, 2016, we have accrued $9.6 million of interest under the New Notes attributed to the Reserves Investor Group’s ownership interest. Murray Purchase Right The Murray Group has the right to purchase all of the Exchangeable PIK Notes on or prior to October 2, 2017 for cash at a price equal to 100% of the principal amount of the Exchangeable PIK Notes plus accrued interest. Upon a Murray Purchase, the Murray Group will receive FELP units equal to the principal and interest settlement amount multiplied by the lesser of: (a) a number equal to one divided by 92.5% of the last thirty days weighted-average trading price or (b) 1.12007 common units per $1.00 principal amount of Exchangeable PIK Notes. See Note 10 for additional discussion. Murray Energy Management Services Agreement On April 16, 2015, the MSA was entered into 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 increases and other adjustments. To the extent FELP or FEGP directly incurs costs for certain services covered under the MSA, then the Manager’s quarterly fee is reduced accordingly. Also, to the extent 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, including termination if the Note Redemption does not occur prior to the Exchangeable PIK Notes Maturity Date and Murray Energy does not execute its GP Option. If Murray executes its GP Option, it has the right to increase the annual MSA fee to $20.0 million per year, subject to certain adjustments. After taking into account the contractual adjustments for direct costs incurred by FELP, the amount of net expense due to the Manager for the years ended December 31, 2016 and 2015 was $8.9 million and $4.7 million, respectively. Murray Energy Transport Lease and Overriding Royalty Agreements For the years ended December 31, 2016 and 2015, we recorded other revenues of $5.9 million and $4.0 million, respectively, under the Transport Lease. The total remaining minimum payments under the Transport Lease was $91.8 million at December 31, 2016, with unearned income equal to $33.3 million. As of December 31, 2016, the outstanding Transport Lease financing receivable was $58.5 million, of which $2.7 million was classified as current in the consolidated balance sheet. For the years ended December 31, 2016 and 2015, we recorded other revenues of $2.1 million and $1.4 million, respectively, under the ORRA. The total remaining minimum payments under the ORRA was $32.1 million at December 31, 2016, with unearned income equal to $20.4 million. As of December 31, 2016, the outstanding ORRA financing receivable was $11.7 million, of which $0.2 million was classified as current in the consolidated balance sheet. Other Murray Transactions During the years ended December 31, 2016 and 2015, we purchased $8.3 million and $3.3 million, respectively, in equipment, supplies and rebuild and other services from affiliates of Murray Energy. During the years ended December 31, 2016 and 2015, our subsidiaries provided $0.9 million and $0.2 million, respectively, in equipment, supplies and rebuild services to affiliates of Murray Energy. From time to time, we purchase and sell coal to Murray Energy and its affiliates to, among other things, meet each of our customer contractual obligations. We also sell coal to Javelin Global Commodities Limited (“Javelin”), an international commodities marketing and trading joint venture owned by Murray Energy, Uniper (formerly E.ON Global Commodities SE), and management of Javelin. As of December 31, 2016, we had commitments to purchase $28.1 million in coal from Murray Energy and its affiliates and sell $37.0 million in coal to Murray Energy and its affiliates (including Javelin). During the years ended December 31, 2016 and 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 $4.1 million and $11.0 million, respectively. These usage fees were billed to Murray Energy, resulting in no impact to our consolidated statements 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. Similarly, during the years ended December 31, 2016 and 2015, we incurred $0 million and $0.2 million, respectively, of transportation fees incurred for shipments under one of Murray Energy’s third-party transloading contracts. During the year ended December 31, 2016 and 2015, we earned $1.2 million and $0.3 million, respectively, in other revenues for Murray Energy’s usage of our Sitran terminal. From time to time, we also reimburse Murray Energy for costs paid by them on our behalf, including certain insurance premiums. 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”). 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 until December 31, 2015, and $3.7 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 December 31, 2015, Chris Cline owned $44.5 million of the outstanding principal on our 2021 Senior Notes. Chris Cline acquired $8.0 million in principal of the Original Purchase and during the year ended December 31, 2015, acquired an additional $36.5 million in principal from third parties in open market transactions. During the years ended December 31, 2015 and 2014, $1.9 million and $0.6 million, respectively, of interest on the 2021 Senior Notes was paid to Chris Cline. As of December 31, 2015, $1.3 million of interest on the 2021 Senior Notes was accrued to the benefit of Chris Cline. The entity controlled by Mr. Dickinson owned $4.0 million of the outstanding principal on our 2021 Senior Notes as of December 31, 2015 and 2014, all of which was acquired from the Original Purchase. During the years ended December 31, 2015 and 2014, $0.3 million of interest on the 2021 Senior Notes was paid to Mr. Dickinson. As of December 31, 2015, $0.1 million of interest on the 2021 Senor Notes was accrued to the benefit of the entity controlled by Mr. Dickinson. As of December 31, 2015, The Cline Trust Company LLC owned $10.0 million in principal of our 2021 Senior Notes, all of which was acquired during the year ended December 31, 2015. During the year ended December 31 2015, no interest had been paid to The Cline Trust Company LLC. As of December 31, 2015, $0.3 million of interest on the 2021 Senior Notes was accrued to the benefit of The Cline Trust Company LLC. 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. For each of the years ended December 31, 2015 and 2014, $0.3 million of interest was paid to Mr. Beyer and Mr. Short, collectively, while they were affiliates of the Partnership. Mineral Reserve Leases Our mines have a series of mineral reserve leases with Colt, LLC (“Colt”) and Ruger, LLC (“Ruger”), subsidiaries of Foresight Reserves. Each of these leases have initial terms of 10 years with six renewal periods of five years each, at the election of the lessees, and generally require the lessees to pay the greater of $3.40 per ton or 8.0% of the gross sales price, as defined in the respective agreements, of such coal. We also have overriding royalty agreements with Ruger pursuant to which we pay royalties equal to 8.0% of the gross selling prices, as defined in the agreements. Each of these mineral reserve leases generally require a minimum annual royalty payment, which is recoupable only against actual production royalties from future tons mined during the period of ten years following the date on which any such royalty is paid. As of December 31, 2016, we have established a $74.6 million reserve against our contractual prepaid royalties between Colt and our Hillsboro and Macoupin subsidiaries. We determined that our ability to recoup these minimum royalty payments within the remaining recoupment period was improbable in light of, among other factors: • the remaining recoupment period available, as a whole, on these minimum annual royalty payments and the necessary time required to obtain permits on these reserves, • our ability to raise the capital necessary to develop the reserves and the necessary infrastructure was unfavorably impacted by the Restructuring Transactions which resulted in covenants that significantly restrict our ability to incur any additional indebtedness, and • current and forecasted near-term market conditions. We continually evaluate our ability to recoup prepaid royalty balances which includes, among other things, assessing mine production plans, our access to capital markets, sales commitments, current and forecasted future coal market conditions, the time necessary to obtain required permits and the remaining years available for recoupment. We also lease mineral reserves under lease agreements with subsidiaries of NRP, including WPP, HOD, and Independence Energy, LLC (“Independence”). The initial terms of these agreements vary, however, each carries an option by the lessee to extend the leases until all merchantable and mineable coal has been mined and removed. Royalty payments under these arrangements are generally determined based on the greater of a minimum per ton amount (ranging from $2.50 per ton to $5.40 per ton) or a percentage of the gross sales price (generally 8.0% - 9.0%), as defined in the respective agreements. We are also subject under certain of these mineral reserve agreements to overriding royalties and/or wheelage fees. Our mineral reserve leases with NRP subsidiaries also require minimum quarterly or annual royalties which are generally recoupable on future tons mined and sold during the preceding five-year period from the excess tonnage royalty payments on a first paid, first recouped basis. In July 2015, we provided notice to WPP declaring a force majeure event at our Hillsboro mine due to elevated carbon monoxide levels as a result of a mine fire, which has required the stoppage of mining operations since March 2015. As a result of the force majeure event, we have not made $46.0 million in minimum deficiency payments to WPP in accordance with the force majeure provisions of the royalty agreement. WPP is asserting that the stoppage of mining operations as a result of the combustion event does not constitute an event of force majeure under the royalty agreement (see Note 22). As of December 31, 2016 and 2015, we have established a $34.0 million and $46.3 million reserve, respectively, against contractual prepaid royalties between Hillsboro and WPP given that the recoupment of these prior minimum royalty payments was improbable given the remaining recoupment period available and the Hillsboro combustion event, which has idled this mine since March 2015. The year over year decline in the reserve is attributed to the expiration of the recoupment period on certain of the minimum royalty payments. We continually evaluate our ability to recoup prepaid royalty balances which includes, among other things, the status of the Hillsboro combustion event, assessing mine production plans, sales commitments, current and forecasted future coal market conditions, and remaining years available for recoupment. Transloading Agreements Convent Marine Terminal Amendment In August 2011, an affiliated company owned by Foresight Reserves acquired the IC RailMarine Terminal in Convent, Louisiana. This terminal, commonly referred to as the Convent Marine Terminal (“CMT”), is owned by Raven Energy LLC (“Raven”), an entity once controlled and beneficially owned by Christopher Cline. The terminal is designed to ship and receive commodities via rail, river barge and ocean vessel. We have a material handling agreement contract for throughput at the terminal under which we pay fees based on the tonnages of coal we move through the terminal, subject to minimum annual take-or-pay volume commitments. Effective May 1, 2015, the Partnership amended its material handling agreement with Raven to reduce the minimum annual throughput volume at CMT to 5.0 million tons and to extend the duration of the contract. In August 2015, The Cline Group sold Raven to an entity under which it does not have significant influence; therefore the business activities with Raven are no longer considered affiliate transactions subsequent to the sale date. Limited Partnership Agreement FEGP 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. 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 manage 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 from the IPO date to December 31, 2016. Other Williamson leases property from Williamson Transport, an affiliate of NRP, under two surface leases with initial terms through October 15, 2031 and an option to extend the leases in five-year increments until all the coal leased from an NRP affiliate is mined on Williamson’s premises. Williamson Transport has the option to put the land to Williamson for its fair market value as determined by an independent appraiser at any time during the lease term. Additionally, under a separate lease with an initial term through March 12, 2018, Williamson pays $5,000 per year for use of the premises and a fee, currently at $1.84 per ton, for each ton of coal produced at Williamson that is loaded through the Williamson rail loadout facility. Williamson Transport may elect to renew or extend the sublease for successive five-year periods. If Williamson Transport elects not to renew the sublease, Williamson has the option to buy the Williamson rail loadout facility for its fair market value as determined by an independent appraiser. Williamson receives a fee of $0.25 per ton from Williamson Transport for each ton of coal that is loaded through the Williamson rail loadout facility in exchange for operating the loadout. We are party to two surface leases in relation to the coal preparation plant and rail loadout facility at Williamson with New River Royalty, a subsidiary of Foresight Reserves. The primary terms of the leases expire on October 15, 2021, but may be extended by New River Royalty for additional five-year terms under the same terms and conditions until all of the merchantable and mineable coal has been mined and removed from Williamson. Williamson is required to pay aggregate rent of $100,000 per year to New River Royalty under the leases. Additionally, New River Royalty may require Williamson to purchase any portion of either of the leased properties at any time while the leases are in effect for $3,000 per acre. Williamson Transport has the option to purchase any property optioned under the leases if Williamson does not perform its purchase obligation within fifteen days of receiving notice of its purchase obligation. Our Sitran terminal also leases land with New River Royalty for $50,000 per year under a lease that expires in 2020, and which can be extended at the option of the lessee in five year increments. In January 2007, Chris Cline, Foresight Reserves, Adena Minerals LLC and their respective affiliates (collectively, “Adena Entities”) and NRP executed a restricted business contribution agreement. The restricted business contribution agreement obligates the Adena Entities and their affiliates to offer NRP any business owned, operated or invested in by the Adena Entities, subject to certain exceptions, that either (a) owns, leases or invests in hard minerals or (b) owns, operates, leases or invests in identified transportation infrastructure relating to certain future mine developments by the Adena Entities in Illinois. NRP’s acquisition of certain coal reserves and infrastructure assets related to our Macoupin, Hillsboro and Sugar Camp mining complexes, discussed above and in Note 11, were deals consummated under the restricted business contribution agreement with the Adena Entities. The Adena Entities are required to offer and could consummate additional deals under the restricted business contribution agreement in the future. During the years ended December 31, 2016, 2015 and 2014, we purchased $6.6 million, $14.5 million and $18.1 million, respectively, in mining supplies from an affiliated joint venture under a supply agreement entered into in May 2013 (see Note 16). The following table presents the affiliate amounts included in our consolidated balance sheets: As of December 31, Affiliated Company Balance Sheet Location 2016 2015 (In Thousands) Foresight Reserves and affiliated entities (1) Due from affiliates - current $ — $ 145 Murray Energy and affiliated entities (2) Due from affiliates - current 16,784 16,316 NRP and affiliated entities Due from affiliates - current 107 154 Total $ 16,891 $ 16,615 Murray Energy and affiliated entities Financing receivables - affiliate - current $ 2,904 $ 2,689 Total $ 2,904 $ 2,689 Murray Energy and affiliated entities Due from affiliates - noncurrent $ 1,843 $ 2,691 Total $ 1,843 $ 2,691 Murray Energy and affiliated entities Financing receivables - affiliate - noncurrent $ 67,235 $ 70,139 Total $ 67,235 $ 70,139 Foresight Reserves and affiliated entities (3) Prepaid royalties - current and noncurrent $ 7,599 $ 69,555 NRP and affiliated entities (3) Prepaid royalties - current and noncurrent 1,246 — Total $ 8,845 $ 69,555 Foresight Reserves and affiliated entities (1) Due to affiliates - current $ 1,373 $ 1,054 Murray Energy and affiliated entities Due to affiliates - current 17,021 5,020 NRP and affiliated entities Due to affiliates - current 2,510 2,462 Total $ 20,904 $ 8,536 (1) – Includes amounts due to/from a joint venture partially owned by an affiliate of The Cline Group – see Note 16. (2) – Includes amounts due from Javelin, a joint venture partially owned by Murray Energy. (3) – Prepaid royalties with Foresight Reserves and affiliated entities is presented net of a $74,575 reserve as of December 31, 2016. Prepaid royalties with NRP and affiliated entities is presented net of a $33,965 and $46,306 reserve as of December 31, 2016 and 2015, respectively. A summary of expenses/income incurred with affiliated entities is as follows for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 (In Thousands) Coal sales – Murray Energy and affiliated entities (1) $ 58,395 $ 23,060 $ — Overriding royalty and lease revenues – Murray Energy and affiliated entities (2) $ 7,978 $ 5,387 $ — Terminal revenues - Murray Energy and affiliated entities (2) $ 1,226 $ 282 $ — Royalty expense – (3) $ 17,606 $ 29,773 $ 48,652 Royalty expense – Foresight Reserves and affiliated entities (3) $ 13,921 $ 3,319 $ 11,282 Loadout services – NRP and affiliated entities (3) $ 8,510 $ 9,032 $ 9,878 Purchased goods and services – Murray Energy and affiliated entities (4) $ 8,305 $ 3,326 $ — Purchased coal - Murray Energy and affiliated entities (5) $ 13,541 $ 17,399 $ — Land leases - Foresight Reserves and affiliated entities (3), (6) $ 177 $ — $ 100 Terminal fees – Foresight Reserves and affiliated entities (6) $ — $ 19,327 $ 43,951 Sales commissions - Murray Energy and affiliated entities (7) $ 216 $ — $ — Management services – Murray Energy and affiliated entities (7) $ 8,919 $ 4,667 $ — Administrative fee income – Foresight Reserves and affiliated entities (8) $ — $ 52 $ 256 Principal location in the consolidated financial statements: (1) – Coal sales (2) – Other revenues (3) – Cost of coal produced (excluding depreciation, depletion and amortization) (4) – Cost of coal produced (excluding depreciation, depletion and amortization) and property, plant and equipment, as applicable (5) – Cost of coal purchased (6) – Transportation (7) – Selling, general and administrative (8) – Other operating income, net The contractual commitment tables for operating leases and royalty agreements with affiliated parties are disclosed in Note 12. The contractual commitment tables for sales-leaseback arrangements with affiliated parties are disclosed in Note 11. |