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, owner of all of the outstanding subordinated limited partner units, and owner of approximately 12% of the outstanding common limited partner units and (b) Foresight Reserves, its affiliates, and other entities owned and controlled by Chris Cline, the former majority owner and former chairman of our general partner. We routinely engage in transactions in the normal course of business with Murray Energy 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, land purchases, and sale-leaseback financing arrangements. We also acquire mining equipment from subsidiaries of Murray Energy. 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. Murray Energy and Foresight Reserves 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 March 31, 2019. Transactions with Murray Energy and Affiliates 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 (currently $5.2 million per quarter as of March 31, 2019). Murray Energy Transport Lease and Overriding Royalty Agreements In April 2015, American Century Transport LLC (“American Transport”), a 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 leased to American Energy a tract of real property, two coal preparation plants and related coal handling facilities at American Energy’s Century Mine situated in Belmont and Monroe Counties, Ohio and (ii) American Transport receives 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 $76.2 million at March 31, 2019, with unearned income equal to $24.1 million. The unearned income is reflected as other revenue over the term of the lease using the effective interest method. Any amounts in excess of the contractual minimums are recorded as other revenue when earned. As of March 31, 2019, the outstanding Transport Lease financing receivable was $52.1 million, of which $3.2 million was classified as current in the consolidated balance sheet. Also, in April 2015, American Century Minerals LLC (“American Century 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 American Century 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 total remaining minimum payments under the ORRA was $27.7 million at March 31, 2019, with unearned income equal to $16.4 million. The payments the Partnership receives with respect to the ORRA are 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 are recorded as other revenue when earned. As of March 31, 2019, the outstanding ORRA financing receivable was $11.3 million, of which $0.2 million was classified as current in the consolidated balance sheet. Coals Sales and Purchases with Murray Energy and Affiliates We sell coal to Javelin Global Commodities (“Javelin”), which is an international commodities marketing and trading joint venture owned by Murray Energy, Uniper (formerly E.ON Global Commodities SE), and management of Javelin. We incur sales and marketing expenses on export sales to Javelin. In addition, we are responsible for transportation costs on certain export sales to Javelin. From time to time, we also purchase and sell coal to Murray Energy and its affiliates to, among other things, meet each of our customer contractual obligations. Murray Energy Transportation Arrangements Murray Energy may transport coal under our transportation agreement with a third-party rail company, resulting in usage fees owed to the third-party rail company by the Partnership. These usage fees are 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. There were no usage fees during the three months ended March 31, 2019 and 2018, respectively. We have an arrangement with Murray Energy whereby 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 damages, Murray Energy reimbursed the Partnership $1.9 million and $2.5 million for the three months ended March 31, 2019 and 2018, respectively. The amounts are included in transportation on the consolidated statements of operations. Similarly, we have an arrangement in which Murray Energy utilized capacity within our transportation network, thereby reducing our exposure to certain contractual liquidated damage charges. No capacity was utilized during the three months ended March 31, 2019. To compensate Murray Energy for our reduced contractual liquidated damages, we reimbursed Murray Energy $0.2 million for the three months ended March 31, 2018. The amounts are included in transportation on the consolidated statements of operations. We earn terminal revenues for Murray Energy’s occasional usage of our Sitran transloading facility. Other Murray Energy Transactions We regularly purchase equipment, supplies, rebuild, and other services from affiliates of Murray Energy. On occasion, our subsidiaries provide similar services to affiliates of Murray Energy. From time to time, we also reimburse Murray Energy for costs paid by them on our behalf, including certain insurance premiums. Transactions with Foresight Reserves and Affiliates 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. Other Foresight Reserves Transactions 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. We are party to a surface lease at our Sitran terminal with New River Royalty. The annual lease amount is $50,000 and the primary term of the lease expires on December 31, 2020, but it may be extended at the election of Sitran for successive five year periods. We are also party to various land easements and similar agreements with New River Royalty with varying terms and renewal options. Annual lease amounts on these arrangements are not significant individually or in aggregate. In January 2019, we purchased two tracts of land from New River Royalty for total consideration of $6.1 million. 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 certain refinancing transactions in March 2017, 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, 2019, CRDC owned $ 9.9 25.0 As of March 31, 2019, the Cline Trust owned $ 9.9 17,556 The following table summarizes certain affiliate amounts included in our condensed consolidated balance sheets: Affiliated Company Balance Sheet Location March 31, 2019 December 31, 2018 (In Thousands) Murray Energy and affiliated entities (1) Due from affiliates - current $ 38,658 $ 49,613 Murray Energy and affiliated entities Financing receivables - affiliate - current $ 3,459 $ 3,392 Murray Energy and affiliated entities Financing receivables - affiliate - noncurrent $ 59,815 $ 60,705 Foresight Reserves and affiliated entities Prepaid royalties - affiliate - current $ 1,619 $ 2,000 Murray Energy and affiliated entities (1) Due to affiliates - current $ 14,668 $ 15,924 Foresight Reserves and affiliated entities Due to affiliates - current 1,636 1,816 Total - Due to affiliates - current $ 16,304 $ 17,740 (1) – Includes amounts due to/from Javelin, a joint venture partially owned by Murray Energy. A summary of (income) expenses incurred with affiliated entities is as follows for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 (In Thousands) Transactions with Murray Energy and Affiliated Entities (including Javelin) Coal sales (1) $ (141,512 ) $ (85,082 ) Purchased coal (6) $ 2,375 $ 1,751 Transport Lease revenues (2) $ (1,215 ) $ (1,594 ) ORRA revenues (2) $ (520 ) $ (701 ) Terminal revenues (2) $ — $ (44 ) Transportation services on certain export sales (4) $ 2,311 $ 978 Sales and marketing expenses (7) $ 2,068 $ 1,266 Goods and services purchased (5) $ 1,772 $ 4,118 Goods and services provided (8) $ (25 ) $ (100 ) Management services (7) $ 4,285 $ 3,983 Transactions with Foresight Reserves and Affiliated Entities Royalty expense (3) $ 6,507 $ 5,387 Land leases (3), (4 ) $ 82 $ 60 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, net, as applicable (6) – Cost of coal purchased (7) – Selling, general and administrative (8) – Other operating (income) expense, net |