Related-Party Transactions | 9. Related-Party Transactions Overview Affiliated entities of FELP principally include: (a) Murray Energy, owner of a 80% interest in our general partner (effective March 28, 2017) and owner of all of the outstanding subordinated limited partner units, (b) Entities owned and controlled by Chris Cline, the former majority owner and former chairman of our general partner and (c) through May 8, 2017, Natural Resource Partners LP (“NRP”) and its affiliates, for which Chris Cline directly and indirectly beneficially owned a 31% and 4% interest in the general and limited partner interests of NRP, respectively. On May 9, 2017, the affiliate owned by Chris Cline sold its holdings in NRP’s general partner. As a result, NRP and its affiliates were not treated as related parties after May 8, 2017. We routinely engage in transactions in the normal course of business with Murray Energy and its subsidiaries, NRP and its subsidiaries and Foresight Reserves and its affiliates. These transactions include, among others, production royalties, transportation services, administrative arrangements, coal handling and storage services, supply agreements, service agreements, land leases and sale-leaseback financing arrangements. We also acquire mining equipment from subsidiaries of Murray Energy. Murray Investments In April 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 (“IDRs”) and nearly 50% of the outstanding limited partner units in FELP, including all of the outstanding subordinated units. On March 27, 2017, Murray Energy contributed $60.6 million in cash (the “Murray Investment”) to us in exchange for 9,628,108 common units of FELP. On March 28, 2017, following completion of the March 2017 Refinancing Transactions, Murray Energy exercised its FEGP Option to acquire an additional 46% voting interest in FEGP from Foresight Reserves and a former member of management pursuant to the terms of an option agreement, dated April 16, 2015, among Murray Energy, Foresight Reserves and a former member of management, as amended, thereby increasing Murray Energy’s voting interest in FEGP to 80%. The aggregate exercise price of the FEGP Option was $15 million. FEGP has continued to govern the Partnership subsequent to this transaction. Murray Energy was also a holder of of FELP’s outstanding warrants. All outstanding warrants held by Murray Energy were exercised in 2017 and Murray Energy held no outstanding warrants as of March 31, 2018. Following the exercise of the FEGP Option, certain changes to the operating agreement of FEGP went into effect, pursuant to which Murray Energy is entitled to appoint a majority of the board of directors of FEGP (the “Board”). On March 28, 2017, Chris Cline resigned from the Board and from his role as Principal Strategy Advisor. In connection with the departure of Mr. Cline, Robert D. Moore now serves as Chairman of the Board and Mr. Robert Edward Murray became a member of the Board. Mr. Murray currently serves as the Executive Vice President of Marketing and Sales at Murray Energy. All members of the Board, other than Paul Vining, are deemed appointed by Murray Energy and can be removed and replaced by Murray Energy at its sole discretion. Murray Energy Management Services Agreement In April 2015, a management services agreement (“MSA”) was executed between FEGP and Murray American Coal, Inc. (the ”Manager”), a wholly-owned subsidiary of Murray Energy, pursuant to which the Manager provided 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. Upon the exercise of the FEGP Option, FEGP entered into an amended and restated MSA pursuant to which the quarterly fee for the Manager to provide certain management and administration services to FELP was increased to $5.0 million ($20.0 million on an annual basis) and is subject to future contractual escalations and adjustments. After taking into account the contractual escalations and adjustments for direct costs incurred by FELP, the amount of net expense due to the Manager for the three months ended March 31, 2018 and 2017 was $4.0 million and $2.5 million, respectively. Murray Energy Transport Lease and Overriding Royalty Agreements For the three months ended March 31, 2018 and 2017, we recorded other revenues of $1.6 million and $1.6 million, respectively, under the transport lease (the “Transport Lease”) with American Energy Corporation (“American Energy”), a subsidiary of Murray Energy. The total remaining minimum payments under the Transport Lease were $83.1 million at March 31, 2018, with unearned income equal to $28.1 million. As of March 31, 2018, the outstanding Transport Lease financing receivable was $55.0 million, of which $3.0 million was classified as current in the condensed consolidated balance sheet. For the three months ended March 31, 2018 and 2017, we recorded other revenues of $0.7 million and $0.8 million, respectively, under the overriding royalty agreement (the “ORRA”) with Murray Energy subsidiaries’ American Energy and Consolidated Land Company. The total remaining minimum payments under the ORRA were $29.6 million at March 31, 2018, with unearned income equal to $18.2 million. As of March 31, 2018, the outstanding ORRA financing receivable was $11.4 million, of which $0.2 million was classified as current in the condensed consolidated balance sheet. Other Murray Energy Transactions During the three months ended March 31, 2018 and 2017, we purchased $4.1 million and $2.1 million, respectively, in equipment, supplies and rebuild services from affiliates of Murray Energy. During the three months ended March 31, 2018 and 2017, we provided $0.1 million and $0.1 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 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 , and management of Javelin, as our primary outlet for export sales. March 31, 2018 and 2017 During the three months ended March 31, 2018 and 2017, we paid Javelin $1.0 million and $0.5 million, respectively, in transportation costs related to certain export sales. During the three months ended March 31, 2018 and 2017, we also paid Javelin $1.3 million and $0.7 million, respectively, in sales and marketing expenses. During the three months ended March 31, 2018 and 2017, we earned less than $0.1 million and $0.2 million, respectively, in other revenues for Murray Energy’s usage of our Sitran terminal. During the three months ended March 31, 2018, we utilized capacity on a Murray Energy transloading contract with a third party, thereby allowing Murray Energy to reduce its exposure to certain contractual liquidated damage charges. To compensate the Partnership for the reduced contractual liquidated damage charges, Murray Energy reimbursed the Partnership $2.5 million of transportation expenses during the three months ended March 31, 2018. During the three months ended March 31, 2018, Murray Energy utilized our capacity within our transportation agreement with a third party, thereby allowing us to reduce our exposure to certain contractual liquidated damage charges. To compensate Murray Energy for our reduced contractual liquidated damage charges, we reimbursed Murray Energy $0.2 million of transportation expenses during the three months ended March 31, 2018. From time to time, we also reimburse Murray Energy for costs paid by them on our behalf, including certain insurance premiums. Reserves Investor Group The Reserves Investor Group includes Christopher Cline, the Cline Resource and Development Company (“CRDC”), the four trusts established for the benefit of Mr. Cline’s children (the “Cline Trust”), and certain other limited liability companies owned or controlled by individuals with limited partner interests in Foresight Reserves through indirect ownership. Concurrent with and subsequent to the March 2017 Refinancing Transactions, CRDC and the Cline Trust acquired investments in our Term Loan due 2022 and our Second Lien Notes due 2023 on consistent terms as the unaffiliated owners of these notes As of March 31, 2018, CRDC owned $9.9 million and $5.0 million of the outstanding principal on our Term Loan due 2022 and our Second Lien Notes due 2023, respectively. As of March 31, 2018, the Cline Trust owned $9.9 million and $20.0 million of the outstanding principal on our Term Loan due 2022 and our Second Lien Notes due 2023, respectively. The Cline Trust is also a holder of 17,556 Mineral Reserve Leases Our mines have a series of mineral reserve leases with Colt, LLC 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. Limited Partnership Agreement The 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. Murray Energy and Foresight Reserves have the right to appoint 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. The following table summarizes certain affiliate amounts included in our condensed consolidated balance sheets: (Successor) (Successor) Affiliated Company Balance Sheet Location March 31, 2018 December 31, 2017 (In Thousands) Murray Energy and affiliated entities (1) Due from affiliates - current $ 26,315 $ 37,685 Total $ 26,315 $ 37,685 Murray Energy and affiliated entities Financing receivables - affiliate - current $ 3,200 $ 3,138 Total $ 3,200 $ 3,138 Murray Energy and affiliated entities Due from affiliates - noncurrent $ — $ 947 Total $ — $ 947 Murray Energy and affiliated entities Financing receivables - affiliate - noncurrent $ 63,257 $ 64,097 Total $ 63,257 $ 64,097 Foresight Reserves and affiliated entities Prepaid royalties - current and noncurrent $ 1,579 $ 4,000 Total $ 1,579 $ 4,000 Murray Energy and affiliated entities (1) Due to affiliates - current $ 11,384 $ 11,591 Foresight Reserves and affiliated entities Due to affiliates - current 1,015 1,733 Total $ 12,399 $ 13,324 (1) – Includes amounts due to/from Javelin, a joint venture partially owned by Murray Energy. A summary of certain expenditures and expenses (revenues) incurred with affiliated entities is as follows for the three months ended March 31, 2018 and 2017 (in thousands): (Successor) (Predecessor) Three Months Ended March 31, 2018 Three Months Ended March 31, 2017 Coal sales – Murray Energy and affiliated entities (including Javelin) (1) $ (85,082 ) $ (60,749 ) Overriding royalty and lease revenues – Murray Energy and affiliated entities (2) $ (2,296 ) $ (2,355 ) Terminal revenues - Murray Energy and affiliated entities (2) $ (44 ) $ (226 ) Royalty expense – NRP and affiliated entities (3) n/a $ 3,669 Royalty expense – Foresight Reserves and affiliated entities (3) $ 5,387 $ 1,521 Loadout services – NRP and affiliated entities (3) n/a $ 2,134 Transportation services - Murray Energy and affiliated entities (including Javelin) (4) $ 978 $ 525 Purchased goods and services – Murray Energy and affiliated entities (5) $ 4,118 $ 2,061 Purchased coal - Murray Energy and affiliated entities (6) $ 1,751 $ 7,973 Land leases - Foresight Reserves and affiliated entities (3), (4) $ 60 $ 57 Sales and marketing expenses - Murray Energy and affiliated entities (including Javelin) (7) $ 1,266 $ 692 Management services, net – Murray Energy and affiliated entities (7) $ 3,983 $ 2,547 Sales-leaseback interest expense - NRP and affiliated entities (8) n/a $ 6,244 Principal location in the condensed consolidated financial statements: (1) – Coal sales (2) – Other revenues (3) – Cost of coal produced (excluding depreciation, depletion and amortization) (4) – Transportation (5) – Cost of coal produced (excluding depreciation, depletion and amortization) and property, plant and equipment and development, net, as applicable (6) – Cost of coal purchased (7) – Selling, general and administrative (8) – Interest expense, net Transactions with NRP and affiliated entities are only included in the table above through April 30, 2017 as a result of NRP no longer being an affiliate subsequent to Chris Cline’s affiliate selling its interest in NRP’s general partner on May 9, 2017. We also purchased $3.0 million in mining supplies from an affiliated joint venture under a supply agreement during the three months ended March 31, 2017. This joint venture was no longer an affiliate subsequent to March 31, 2017, due to The Cline Group disposing of its interest in the joint venture. |