ALLIANCE RESOURCE PARTNERS LP - Quarter Report: 2015 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

OR

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________to_____________

 

 

 

 

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

 

(918) 295-7600

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes   [   ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X ] Yes   [   ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one)

 

Large Accelerated Filer [X]	Accelerated Filer [   ]		Non-Accelerated Filer [   ]		Smaller Reporting Company [   ]
			(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes   [X] No

 

As of November 6, 2015, 74,188,784 common units are outstanding.

 

Table of Contents

 

TABLE OF CONTENTS

 

PART I
FINANCIAL INFORMATION
		Page
ITEM 1.	Financial Statements (Unaudited)
	ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	1
	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014	2
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	4
	Notes to Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	46
ITEM 4.	Controls and Procedures	47
	Forward-Looking Statements	48
PART II
OTHER INFORMATION
ITEM 1.	Legal Proceedings	50
ITEM 1A.	Risk Factors	50
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
ITEM 3.	Defaults Upon Senior Securities	51
ITEM 4.	Mine Safety Disclosures	51
ITEM 5.	Other Information	51
ITEM 6.	Exhibits	52

 

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PART I

 

FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

 

		September 30,				December 31,
ASSETS		2015				2014
CURRENT ASSETS:
Cash and cash equivalents		$	35,936			$	24,601
Trade receivables		171,402				184,187
Other receivables		628				1,025
Due from affiliates		168				7,221
Inventories		123,608				83,155
Advance royalties		7,663				9,416
Prepaid expenses and other assets		17,740				31,283
Total current assets		357,145				340,888
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost		3,215,566				2,815,620
Less accumulated depreciation, depletion and amortization		(1,336,176		)		(1,150,414		)
Total property, plant and equipment, net		1,879,390				1,665,206
OTHER ASSETS:
Advance royalties		26,887				15,895
Due from affiliate		-				11,047
Equity investments in affiliates		48,034				224,611
Goodwill (Note 4)		161,985				-
Other long-term assets		31,952				27,412
Total other assets		268,858				278,965
TOTAL ASSETS		$	2,505,393			$	2,285,059
LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:
Accounts payable		$	100,456			$	85,843
Due to affiliates		170				370
Accrued taxes other than income taxes		21,032				19,426
Accrued payroll and related expenses		47,514				57,656
Accrued interest		3,330				318
Workers’ compensation and pneumoconiosis benefits		8,893				8,868
Current capital lease obligations		1,333				1,305
Other current liabilities		27,003				17,109
Current maturities, long-term debt		142,159				230,000
Total current liabilities		351,890				420,895
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities		810,889				591,250
Pneumoconiosis benefits		58,858				55,278
Accrued pension benefit		38,566				40,105
Workers’ compensation		49,084				49,797
Asset retirement obligations		107,820				91,085
Long-term capital lease obligations		14,602				15,624
Other liabilities		22,453				5,978
Total long-term liabilities		1,102,272				849,117
Total liabilities		1,454,162				1,270,012
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL:
Alliance Resource Partners, L.P. (“ARLP”) Partners’ Capital:
Limited Partners - Common Unitholders 74,188,784 and 74,060,634 units outstanding, respectively		1,340,572				1,310,517
General Partners’ deficit		(257,593		)		(260,088		)
Accumulated other comprehensive loss		(33,669		)		(35,847		)
Total ARLP Partners’ Capital		1,049,310				1,014,582
Noncontrolling interest		1,921				465
Total Partners’ Capital		1,051,231				1,015,047
TOTAL LIABILITIES AND PARTNERS’ CAPITAL		$	2,505,393			$	2,285,059

 

See notes to condensed consolidated financial statements.

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except unit and per unit data)

(Unaudited)

 

		Three Months Ended September 30,							Nine Months Ended September 30,
		2015				2014			2015			2014
SALES AND OPERATING REVENUES:
Coal sales		$	547,466			$	548,357		$	1,632,493		$	1,649,093
Transportation revenues		9,395				6,001			24,323			17,816
Other sales and operating revenues		9,584				14,970			74,765			43,019
Total revenues		566,445				569,328			1,731,581			1,709,928
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)		336,527				349,170			1,045,954			1,024,305
Transportation expenses		9,395				6,001			24,323			17,816
Outside coal purchases		2				3			326			7
General and administrative		17,948				16,995			52,336			54,201
Depreciation, depletion and amortization		84,661				69,646			242,730			203,539
Asset impairment charge		10,695				-			10,695			-
Total operating expenses		459,228				441,815			1,376,364			1,299,868
INCOME FROM OPERATIONS		107,217				127,513			355,217			410,060
Interest expense (net of interest capitalized for the three months ended September 30, 2015 of $152 and the nine months ended September 30, 2015 and 2014 of $518 and $833, respectively)		(7,352)				(8,584)			(23,626)			(25,395)
Interest income		285				432			1,421			1,238
Equity in (loss) income of affiliates, net		(17,221)				68			(49,049)			(13,546)
Other income		455				549			750			1,178
INCOME BEFORE INCOME TAXES		83,384				119,978			284,713			373,535
INCOME TAX EXPENSE		12				-			17			-
NET INCOME		83,372				119,978			284,696			373,535
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		7				-			27			-
NET INCOME ATTRIBUTABLE TO ALLIANCE RESOURCE PARTNERS, L.P. (“NET INCOME OF ARLP”)		$		83,379		$	119,978		$	284,723		$		373,535
GENERAL PARTNERS’ INTEREST IN NET INCOME OF ARLP		$		37,311		$	35,316		$	111,735		$		103,465
LIMITED PARTNERS’ INTEREST IN NET INCOME OF ARLP		$		46,068		$	84,662		$	172,988		$		270,070
BASIC AND DILUTED NET INCOME OF ARLP PER LIMITED PARTNER UNIT (Note 10)		$		0.61		$	1.13		$	2.29		$		3.59
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT		$		0.675		$	0.625		$	1.9875		$		1.835
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED		74,188,784				74,060,634			74,169,538			74,038,952

 

See notes to condensed consolidated financial statements.

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2015			2014			2015			2014
NET INCOME		$	83,372		$	119,978		$	284,696		$	373,535
OTHER COMPREHENSIVE INCOME/(LOSS):
Defined benefit pension plan:
Amortization of net actuarial loss (1)		839			193			2,516			580
Total defined benefit pension plan adjustments		839			193			2,516			580
Pneumoconiosis benefits:
Amortization of net actuarial gain (1)		(113)			(263)			(338)			(789)
Total pneumoconiosis benefits adjustments		(113)			(263)			(338)			(789)
OTHER COMPREHENSIVE INCOME/(LOSS)		726			(70)			2,178			(209)
COMPREHENSIVE INCOME		84,098			119,908			286,874			373,326
Less: Comprehensive loss attributable to noncontrolling interest		7			-			27			-
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP		$	84,105		$	119,908		$	286,901		$	373,326

 

(1)	Amortization of net actuarial (gain)/loss is included in the computation of net periodic benefit cost (see Notes 11 and 13 for additional details).

 

See notes to condensed consolidated financial statements.

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

		Nine Months Ended September 30,
		2015			2014
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES		$	528,895		$	586,393
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures		(159,182)			(233,659)
Changes in accounts payable and accrued liabilities		(3,093)			145
Proceeds from sale of property, plant and equipment		1,519			272
Proceeds from insurance settlement for property, plant and equipment		-			4,512
Purchases of equity investments in affiliates		(47,624)			(85,250)
Payments for acquisitions of businesses, net of cash acquired (Note 4)		(74,953)			-
Payments to affiliate for acquisition and development of coal reserves		-			(1,401)
Advances/loans to affiliate		(7,300)			-
Other		1,807			-
Net cash used in investing activities		(288,826)			(315,381)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility		6,500			-
Payments under securitization facility		(6,500)			-
Payments on term loans		(20,319)			(12,500)
Borrowings under revolving credit facilities		463,000			221,800
Payments under revolving credit facilities		(200,000)			(301,800)
Payment on long-term debt		(205,000)			(18,000)
Payments on capital lease obligations		(994)			(1,113)
Contribution to consolidated company from affiliate noncontrolling interest		1,483			-
Net settlement of employee withholding taxes on vesting of Long-Term Incentive Plan		(2,719)			(2,991)
Cash contributions by General Partners		95			111
Distributions paid to Partners		(258,697)			(235,344)
Other		(5,583)			-
Net cash used in financing activities		(228,734)			(349,837)
NET CHANGE IN CASH AND CASH EQUIVALENTS		11,335			(78,825)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,601			93,654
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	35,936		$	14,829
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$	20,164		$	20,381
Cash paid for income taxes		$	14		$	-
NON-CASH INVESTING AND FINANCING ACTIVITY:
Accounts payable for purchase of property, plant and equipment		$	12,561		$	18,069
Market value of common units issued under Long-Term Incentive and Directors Deferred Compensation Plans before minimum statutory tax withholding requirements		$	7,389		$	8,417
Acquisition of businesses:
Fair value of assets assumed		$	273,196		$	-
Cash paid		(74,953)			-
Fair value of liabilities assumed		$	198,243		$	-
Disposition of property, plant and equipment:
Net change in assets		$	-		$	846
Book value of liabilities transferred		-			(5,246)
Gain recognized		$	-		$	(4,400)

 

See notes to condensed consolidated financial statements.

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.         ORGANIZATION AND PRESENTATION

 

Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements

 

·                 References to “we,” “us,” “our” or “ARLP Partnership” mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries.

·                 References to “ARLP” mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis.

·                 References to “MGP” mean Alliance Resource Management GP, LLC, the managing general partner of Alliance Resource Partners, L.P., also referred to as our managing general partner.

·                References to “SGP” mean Alliance Resource GP, LLC, the special general partner of Alliance Resource Partners, L.P., also referred to as our special general partner.

·               References to “Intermediate Partnership” mean Alliance Resource Operating Partners, L.P., the intermediate partnership of Alliance Resource Partners, L.P.

·                 References to “Alliance Coal” mean Alliance Coal, LLC, the holding company for the substantial majority of the operations of Alliance Resource Operating Partners, L.P., also referred to as our primary operating subsidiary.

·               References to “AHGP” mean Alliance Holdings GP, L.P., individually as the parent company, and not on a consolidated basis.

·                 References to “AGP” mean Alliance GP, LLC, the general partner of Alliance Holdings GP, L.P.

 

Organization

 

ARLP is a Delaware limited partnership listed on the NASDAQ Global Select Market under the ticker symbol “ARLP.”  ARLP was formed in May 1999 to acquire, upon completion of ARLP’s initial public offering on August 19, 1999, certain coal production and marketing assets of Alliance Resource Holdings, Inc., a Delaware corporation (“ARH”), consisting of substantially all of ARH’s operating subsidiaries, but excluding ARH.  ARH is owned by Joseph W. Craft III, the President and Chief Executive Officer and a Director of our managing general partner, and Kathleen S. Craft.  SGP, a Delaware limited liability company, is owned by ARH and holds a 0.01% general partner interest in each of ARLP and the Intermediate Partnership.

 

We are managed by MGP, a Delaware limited liability company, which holds a 0.99% and a 1.0001% managing general partner interest in ARLP and the Intermediate Partnership, respectively, and a 0.001% managing member interest in Alliance Coal.  AHGP is a Delaware limited partnership that was formed to become the owner and controlling member of MGP.  AHGP completed its initial public offering on May 15, 2006.  AHGP owns directly and indirectly 100% of the members’ interest of MGP, the incentive distribution rights (“IDR”) in ARLP and 31,088,338 common units of ARLP.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of September 30, 2015 and December 31, 2014, the results of our operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and the cash flows for the nine months ended September 30, 2015 and 2014.  All of our intercompany transactions and accounts have been eliminated.

 

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These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented.  Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2015.

 

These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all of the information normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States.  These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

On June 16, 2014, we completed a two-for-one split of our common units, whereby holders of record as of May 30, 2014 received a one unit distribution on each unit outstanding on that date.  The unit split resulted in the issuance of 37,030,317 common units.  All references to the number of units and per unit net income of ARLP and distribution amounts included in this report have been adjusted to give effect for this unit split for all periods presented.  Also, ARLP’s partnership agreement was amended effective June 16, 2014, to reduce by half the target thresholds for the incentive distribution rights per unit.

 

Use of Estimates

 

The preparation of the ARLP Partnership’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements.  Actual results could differ from those estimates.

 

Goodwill

 

Goodwill is not amortized, but is subject to an annual review on November 30, 2015, or at other dates if events or changes in circumstances indicate that the carrying value of goodwill may be impaired.  The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated.  A reporting unit is an operating segment or a component that is one level below an operating segment.  There were no impairments of goodwill during the three and nine month periods ended September 30, 2015.

 

2.         NEW ACCOUNTING STANDARDS

 

New Accounting Standard Issued and Adopted

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”).  ASU 2014-08 changes the requirements for reporting discontinued operations in Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, by updating the criteria for determining which disposals can be presented as discontinued operations and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of discontinued operations.  ASU 2014-08 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014.  The adoption of ASU 2014-08 did not have a material impact on our condensed consolidated financial statements.

 

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”).  ASU 2015-16 requires that an acquirer within a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.  ASU 2015-

 

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16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 with early adoption permitted and shall be applied prospectively after adoption.  We elected to early adopt the standard in September 2015.  The adoption of ASU 2015-16 did not have a material impact on our condensed consolidated financial statements.

 

New Accounting Standards Issued and Not Yet Adopted

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”).  ASU 2014-09 is a new revenue recognition standard that provides a five-step analysis of transactions to determine when and how revenue is recognized.  The core principle of the new standard is an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The standard will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.  ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016.  In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which defers the effective date by one year while providing the option to early adopt the standard on the original effective date.  We are currently evaluating the effect of adopting ASU 2014-09.

 

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures.  ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early adoption permitted.  We do not anticipate the adoption of ASU 2014-15 will have a material impact on our consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, Consolidation (“ASU 2015-02”).  ASU 2015-02 changes the requirements and analysis required when determining the reporting entity’s need to consolidate an entity, including modifying the evaluation of limited partnership variable interest status, presumption that a general partner should consolidate a limited partnership and the consolidation criterion applied by a reporting entity involved with variable interest entities.  ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented.  Early adoption is permitted.  We are currently evaluating the effect of adopting ASU 2015-02.

 

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (“ASU 2015-03”).  ASU 2015-03 changes the classification and presentation of debt issuance costs by requiring debt issuance costs to be reported as a direct deduction from the face amount of the debt liability rather than an asset.  Amortization of the costs is reported as interest expense.  The amendment does not affect the current guidance on the recognition and measurement of debt issuance costs.  ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented.  We do not anticipate the adoption of ASU 2015-03 will have a material impact on our consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-06, Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (“ASU 2015-06”).  ASU 2015-06 specifies that for purposes of calculating historical earnings per unit under the two-class method, the earnings of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner.  Earnings per unit of the limited partners would not change as a result of the dropdown transaction.  ASU 2015-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and shall be applied retrospectively to each period presented.  Early adoption is permitted.  We are currently evaluating the effect of adopting ASU 2015-06.

 

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3.         CONTINGENCIES

 

Various lawsuits, claims and regulatory proceedings incidental to our business are pending against the ARLP Partnership.  We record accruals for potential losses related to these matters when, in management’s opinion, such losses are probable and reasonably estimable.  Based on known facts and circumstances, we believe the ultimate outcome of these outstanding lawsuits, claims and regulatory proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity.  However, if the results of these matters were different from management’s current opinion and in amounts greater than our accruals, then they could have a material adverse effect.

 

4.         ACQUISITIONS

 

White Oak Resources

 

On July 31, 2015 (the “Hamilton Acquisition Date”) our subsidiary, Alliance WOR Processing, LLC (now known as Hamilton County Coal, LLC, or “Hamilton”) acquired the remaining Series A and B Units, representing 60% of the voting interests of White Oak Resources LLC (“White Oak”), from White Oak Finance Inc. and other parties (the “Sellers”) for total fair value consideration of $287.3 million (the “Hamilton Acquisition”), consisting of the following:

 

		(in thousands)
Cash on hand		$	50,000
Contingent consideration		14,300
Settlement of pre-existing relationships		119,663
Previously held equity-method investment		103,322
Total consideration		$	287,285

 

The Partnership now owns 100% of the interests in White Oak and has assumed operating control of the White Oak Mine No. 1 (now known as Hamilton Mine No. 1), an underground longwall mining operation located in Hamilton County, Illinois.  The Hamilton Acquisition is consistent with our general business strategy and a strategic complement to our current coal mining operations. The Partnership expects to achieve synergies and cost reductions by using its other owned facilities and reserves, as well as utilizing its centralized marketing, operations and administrative functions.

 

The contingent consideration is payable to the Sellers to the extent Hamilton’s quarterly average coal sales price exceeds a specified amount on future sales.  Amounts payable under the contingent consideration arrangement are subject to a defined maximum of $110.0 million reduced for any payments that we make under an overriding royalty agreement between White Oak and certain of the Sellers relating to undeveloped mineral interests controlled by White Oak.  The fair value of the contingent consideration arrangement at the Hamilton Acquisition Date was $14.3 million.  We estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model.  The assumptions used in the model included a risk-adjusted discount rate, forward coal sales price curves, and probabilities of meeting certain threshold prices. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement. As of September 30, 2015, there were no significant changes in the range of outcomes for the contingent consideration recognized as a result of the Hamilton Acquisition.

 

We are in the process of performing our valuation of our previously held equity method investment, our pre-existing relationships, the contingent consideration, and the acquired assets and liabilities. Given the recent date of the acquisition and the number of valuations we need to complete, we have not finalized our valuations and therefore have recorded our acquisition using our best estimates of the fair value of the various measurements based on preliminary information. As we finalize the various valuations and we complete our review of those valuations in subsequent periods, it is possible that certain amounts related to this transaction could result in measurement period adjustments which would be recorded in those subsequent periods. As a result, we consider our accounting of the Hamilton Acquisition to be preliminary pending completion of our valuations.

 

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Prior to the Hamilton Acquisition Date, we accounted for our 40% interest in White Oak as an equity-method investment.  The acquisition date fair value of the previous equity interest was $103.3 million and is included in the measurement of the consideration transferred. We re-measured our equity investment immediately prior to the Hamilton Acquisition using a discounted cash flow model. The assumptions used in the determination of the fair value include projected financial information, forward coal price curves, and a risk adjusted discount rate. The assumptions used in this fair value measurement are not observable in the market and therefore represents a Level 3 fair value measurement.

 

In connection with the Hamilton Acquisition, we settled our pre-existing relationships with White Oak which included existing account balances of $49.6 million and contractual agreements comprised of coal leases, a coal handling and preparation agreement, a coal supply agreement, a marketing and transportation agreement and certain debt agreements. As a result of settling the existing account balances between White Oak and the Partnership, as well as the recognition of net gains associated with the above-market components of our pre-existing contractual relationships, we included $119.7 million in the measurement of consideration transferred. As part of our settlement of these agreements, we considered the rates at which a market participant would enter into these agreements and recognized gains for the above-market rates and losses for the below-market rates contained in the various agreements. We developed a discounted cash flow model to determine the fair value of each of these agreements at market rates and compared the valuations to similar models using the contractual rates of the agreements to determine our gains or losses. The assumptions used in these valuation models include processing rates, royalty rates, transportation rates, marketing rates, forward coal price curves, current interest rates, projected financial information and risk-adjusted discount rates. These fair value measurements were based on the previously discussed assumptions which are not observable in the market and therefore represent Level 3 fair value measurements.

 

As a result of our re-measurement of our equity investment, we recognized a loss which was completely offset by an overall gain related to the above-market rates associated with our pre-existing relationships.

 

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The following table summarizes the preliminary fair value allocation of assets acquired and liabilities assumed at the Hamilton Acquisition Date:

 

		Preliminary as of September 30, 2015
		(in thousands)
Cash and cash equivalents		$	3,125
Trade receivables		3,122
Prepaid expenses		4,364
Inventories		7,240
Other current assets		9,415
Property, plant and equipment		258,798
Advance royalties		3,349
Deposits		6,981
Other assets		5,580
Total identifiable assets acquired		301,974
Accounts payable		(31,399)
Accrued expenses		(18,609)
Deferred revenue		(517)
Current maturities, long-term debt		(29,529)
Long-term debt, excluding current maturities		(64,588)
Other long-term liabilities		(15,175)
Asset retirement obligations		(12,484)
Total liabilities assumed		(172,301)
Net identifiable assets acquired		$	129,673
Goodwill		157,612
Net assets acquired		$	287,285

 

The goodwill recognized is attributable to expected synergies primarily consisting of being able to utilize our previously owned coal handling and preparation plant rather than incurring external fees, the reduction of royalties associated with reserves being leased from us by Hamilton, and the use of our centralized marketing, operations and administrative functions. Allocation of the goodwill to its reporting units has not been completed, however, it is expected to be allocated to applicable reporting units within the Illinois Basin segment.  As of September 30, 2015, there were no changes in the recognized amounts of goodwill resulting from the Hamilton Acquisition.

 

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The amounts of revenue and earnings of Hamilton included in the Partnership’s condensed consolidated statements of income from the acquisition date to the period ending September 30, 2015 are as follows:

 

		(in thousands)
Revenue		$	29,302
Net income		(6,120)

 

The following represents the pro forma condensed consolidated income statement as if Hamilton had been included in the consolidated results of the Partnership since January 1, 2014.  These amounts have been calculated after applying the Partnership’s accounting.  Additionally, the Partnership’s results have been adjusted to remove the effect of its equity investment in White Oak and the preexisting relationships that it had in White Oak.

 

		Three Months Ended September 30,				Nine Months Ended September 30,
		2015		2014		2015		2014
		(in thousands)
Total revenues
As reported	$	566,445	$	569,328	$	1,731,581		$	1,709,928
Pro forma		575,160		578,869		1,795,228		1,733,404
Net income
As reported	$	83,372	$	119,978	$	284,696		$	373,535
Pro forma		80,299		110,991		272,327		361,361

 

Patriot Coal Corporation

 

On December 31, 2014 (the “Initial Closing Date”), we entered into asset purchase agreements with Patriot Coal Corporation (“Patriot”) regarding certain assets relating to two of Patriot’s western Kentucky mining operations, including certain coal sales agreements, unassigned coal reserves and underground mining equipment and infrastructure.  Both of the mining operations – the former Dodge Hill and Highland mining operations – were closed by Patriot in late 2014 prior to entering into these asset purchase agreements.  Also on December 31, 2014, Patriot affiliates entered into agreements to sell other assets from Highland to a third party.  Additional details of the transactions are discussed below.

 

On the Initial Closing Date, our subsidiary, Alliance Coal acquired the rights to certain coal supply agreements from an affiliate of Patriot for approximately $21.0 million.  Of the $21.0 million purchase price, $9.3 million was paid into escrow subject to obtaining certain assignment consents.  In February 2015, $7.5 million of the escrowed amount was released to Patriot for a consent received and $1.8 million was returned to Alliance Coal as a result of a consent not received, reducing our purchase price to $19.2 million.  The acquired agreements provide for delivery of a total of approximately 5.1 million tons of coal from 2015 through 2017.

 

On February 3, 2015 (the “Acquisition Date”), Alliance Coal and Alliance Resource Properties acquired from Patriot an estimated 84.1 million tons of proven and probable high-sulfur coal reserves in western Kentucky (substantially all of which was leased by Patriot), and substantially all of Dodge Hill’s assets related to its former coal mining operation in western Kentucky, which principally included underground mining equipment and an estimated 43.2 million tons of non-reserve coal deposits (substantially all of which was leased by Dodge Hill). In addition, we assumed Dodge Hill’s reclamation liabilities totaling $2.3 million.  Also on the Acquisition Date, the Intermediate Partnership’s newly formed subsidiaries, UC Mining, LLC and UC Processing, LLC, acquired certain underground mining equipment and spare parts inventory from Patriot’s former Highland mining operation.

 

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The mining and reserve assets acquired from Patriot described above are located in Union and Henderson Counties, Kentucky.  The mining equipment, spare parts and underground infrastructure that we acquired from Patriot has been and is continuing to be dispersed to our existing operations in the Illinois Basin region in accordance with their highest and best use.  Our purchase price of $19.2 million and $20.5 million paid on the Initial Closing Date and the Acquisition Date, respectively, described above was financed using existing cash on hand.  In addition, our purchase price was increased by $8.3 million, comprising $2.1 million cash paid prior to the Acquisition Date related to the transaction and an agreement to pay approximately $6.2 million additional consideration as discussed below.  As we have no intentions of operating the former Dodge Hill mining complex as a business and only acquired certain assets of Highland, we believe unaudited pro forma information of revenue and earnings is not meaningful as it relates to the acquisition of Patriot assets described above and furthermore not materially different than revenue and earnings as presented in our condensed consolidated statements of income.  The primary ongoing benefit derived from the transaction relates to the coal supply agreements acquired, which would have permitted the sale of 0.8 million tons and 2.4 million tons at average pricing of $46.67 per ton sold during the three and nine months ended September 30, 2014, respectively, based on the contract price and sales volumes, if we had owned the contracts during that period.  Revenues generated by these contracts since the Initial Closing Date were $29.4 million and $108.7 million, respectively, for the three and nine months ended September 30, 2015.

 

In conjunction with our acquisitions on the Acquisition Date, WKY CoalPlay, LLC (“WKY CoalPlay”), a related party, acquired approximately 39.1 million tons of proven and probable high-sulfur owned coal reserves located in Henderson and Union Counties, Kentucky from Central States Coal Reserves of Kentucky, LLC (“Central States”), a subsidiary of Patriot, for $25.0 million and in turn leased those reserves to us.  In February 2015, we paid $2.1 million to WKY CoalPlay for the initial annual minimum royalty payment (Note 8).

 

The fair value of the acquired tangible and intangible assets and assumed liabilities are based on discounted cash flow projections and estimated replacement cost valuation techniques. We used an estimate of replacement cost based on comparable market prices to value the acquired equipment and utilized discounted cash flows to value intangible assets and reserves. Key assumptions used in the valuations included projections of future cash flows, and estimated weighted-average cost of capital, and internal rates of return. Due to the unobservable nature of these inputs, these estimates are considered Level 3 fair value measurements.

 

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The following table summarizes the consideration transferred from us to Patriot and the preliminary and final fair value allocation of assets acquired and liabilities assumed as valued at the Acquisition Date, incorporating fair value adjustments made subsequent to the Acquisition Date:

 

 

		Preliminary as of March 31, 2015		Adjustments		Final as of September 30, 2015
		(in thousands)
Consideration transferred		$       47,514				$       47,874
Recognized amounts of net tangible and intangible assets acquired and liabilities assumed:
Inventories		3,255		(1,261	)	1,994
Property, plant and equipment, including mineral rights and leased equipment		26,995		5,034		32,029
Customer contracts, net		19,193			-	19,193
Other assets		326		(326	)	-
Asset retirement obligation		(2,255)			-	(2,255)
Other liabilities		-		(3,087	)	(3,087)
Net tangible and intangible assets acquired		$       47,514				$        47,874

 

Included in the above consideration transferred is an agreement to pay an additional $6.2 million related to the acquisition, of which $5.6 million was paid as of September 30, 2015. Additionally, a fair value adjustment of $3.1 million to increase liabilities and property, plant and equipment was recorded to reflect the impact of operating leases assumed in the acquisition.  Other adjustments to the preliminary fair values resulted from additional information obtained about facts in existence on February 3, 2015.

 

Intangible assets related to coal supply agreements, represented as “Customer contracts, net” in the table above are reflected in the Prepaid expenses and other assets and Other long-term assets line items in our condensed consolidated balance sheets.  For the three and nine months ended September 30, 2015, amortization expense for the acquired coal supply agreements of $4.0 million and $10.1 million, respectively, has been recognized based on the weighted-average term of the contracts on a per unit basis.

 

MAC

 

In March 2006, White County Coal, and Alexander J. House entered into a limited liability company agreement to form Mid-America Carbonates, LLC (“MAC”).  MAC was formed to engage in the development and operation of a rock dust mill and to manufacture and sell rock dust.  White County Coal initially invested $1.0 million in exchange for a 50% equity interest in MAC. Our equity investment in MAC was $1.6 million at December 31, 2014.  Effective on January 1, 2015, we purchased the remaining 50% equity interest in MAC from Mr. House for $5.5 million cash paid at closing.  In conjunction with the acquisition, we recorded $4.2 million of goodwill which is reflected in Other and Corporate in our segment presentation (Note 14) and is included in Goodwill on our condensed consolidated balance sheets.

 

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5.                                    LONG-LIVED ASSET IMPAIRMENT

 

In September 2015, we surrendered a lease agreement for certain undeveloped coal reserves and related property in western Kentucky.  We determined that coal reserves held under this lease agreement were no longer a core part of our foreseeable development plans.  As such, we surrendered the lease in order to avoid the high holding costs of those reserves.  We recorded an impairment charge of $10.7 million to our Illinois Basin segment during the quarter ended September 30, 2015 to remove certain assets associated with the lease, including mineral rights, advanced royalties and mining permits.

 

6.                                    FAIR VALUE MEASUREMENTS

 

We measure fair value in accordance with GAAP which defines fair value, requires disclosures about assets and liabilities carried at fair value, and establishes a hierarchal disclosure framework based upon the quality of inputs used to measure fair value.

 

Valuation techniques used in our fair value measurements are based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions.

 

These two types of inputs create the following fair value hierarchy:

 

·	Level 1 – Quoted prices for identical instruments in active markets.
·	Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.
·	Level 3 – Instruments whose significant value drivers are unobservable.

 

The following table summarizes our recurring fair value measurements within the hierarchy:

 

		September 30, 2015									December 31, 2014
		Level 1			Level 2			Level 3			Level 1			Level 2			Level 3
		(in thousands)
Long-term debt		$	-		$	963,801		$	-		$	-		$	833,351		$	-
Contingent consideration		-			-			14,300			-			-			-
Total		$	-		$	963,801		$	14,300		$	-		$	833,351		$	-

 

The carrying amounts for cash equivalents, accounts receivable, accounts payable, due from affiliates and due to affiliates approximate fair value because of the short maturity of those instruments.

 

At September 30, 2015 and December 31, 2014, the estimated fair value of our long-term debt, including current maturities, was approximately $963.8 million and $833.4 million, respectively, based on interest rates that we believe are currently available to us in active markets for issuance of debt with similar terms and remaining maturities (Note 7). The fair value of debt, which is based upon these interest rates, is classified as a Level 2 measurement under the fair value hierarchy.

 

At September 30, 2015, the fair value of our contingent consideration arrangement related to the Hamilton Acquisition was $14.3 million (Note 4).

 

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7.                                    LONG-TERM DEBT

 

Long-term debt consists of the following:

 

		September 30,  2015				December 31, 2014
		(in thousands)
Revolving Credit facility		$	403,000			$	140,000
Series A senior notes		-				205,000
Series B senior notes		145,000				145,000
Term loan		212,500				231,250
Securitization facility		100,000				100,000
Hamilton revolving credit facility		10,000				-
Hamilton equipment financing agreement		82,548				-
		953,048				821,250
Less current maturities		(142,159		)		(230,000		)
Total long-term debt		$	810,889			$	591,250

 

Our Intermediate Partnership has a $700.0 million revolving credit facility (“Revolving Credit Facility”), $145.0 million in Series B senior notes (“Series B Senior Notes”) and a $212.5 million term loan (“Term Loan” and collectively, with the Revolving Credit Facility and the Series B Senior Notes, the “ARLP Debt Arrangements”), which are guaranteed by all of the material direct and indirect subsidiaries of our Intermediate Partnership.  On October 16, 2015 the Revolving Credit Facility was amended to increase the baskets for capital lease obligations and sale-leaseback arrangements from $10.0 million to $100.0 million.  Our Intermediate Partnership also has a $100.0 million accounts receivable securitization facility (“Securitization Facility”).  In addition, as a result of the Hamilton Acquisition (Note 4), we assumed a $10.0 million revolving credit facility (“Hamilton Revolving Credit Facility”) and an equipment financing note (“Hamilton Equipment Financing Note”).  At September 30, 2015, current maturities include the Hamilton Revolving Credit Facility and a portion of the Term Loan.  On June 26, 2015 the outstanding balance of the Series A senior notes totaling $205.0 million was paid.

 

The ARLP Debt Arrangements contain various covenants affecting our Intermediate Partnership and its subsidiaries restricting, among other things, the amount of distributions by our Intermediate Partnership, incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates, in each case subject to various exceptions.  The ARLP Debt Arrangements also require the Intermediate Partnership to remain in control of a certain amount of mineable coal reserves relative to its annual production.  In addition, the ARLP Debt Arrangements require our Intermediate Partnership to maintain (a) debt to cash flow ratio of not more than 3.0 to 1.0 and (b) cash flow to interest expense ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters.  The debt to cash flow ratio and cash flow to interest expense ratio were 1.23 to 1.0 and 24.3 to 1.0, respectively, for the trailing twelve months ended September 30, 2015.  We were in compliance with the covenants of the ARLP Debt Arrangements as of September 30, 2015.

 

At September 30, 2015, we had borrowings of $403.0 million and $5.4 million of letters of credit outstanding with $291.6 million available for borrowing under the Revolving Credit Facility.  We utilize the Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures and investments in affiliates, scheduled debt payments and distribution payments.  We incur an annual commitment fee of 0.25% on the undrawn portion of the Revolving Credit Facility.

 

On December 5, 2014, certain direct and indirect wholly-owned subsidiaries of our Intermediate Partnership entered into the Securitization Facility providing additional liquidity and funding.  Under the Securitization Facility, certain subsidiaries sell trade receivables on an ongoing basis to our Intermediate

 

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Partnership, which then sells the trade receivables to AROP Funding, LLC (“AROP Funding”), a wholly-owned bankruptcy-remote special purpose subsidiary of our Intermediate Partnership, which in turn borrows on a revolving basis up to $100.0 million secured by the trade receivables.  After the sale, Alliance Coal, as servicer of the assets, collects the receivables on behalf of AROP Funding.  The Securitization Facility bears interest based on a Eurodollar Rate.  The Securitization Facility has an initial term of 364 days; however, we have the contractual ability and the intent to extend the term for an additional 364 days.  At September 30, 2015, we had $100.0 million outstanding under the Securitization Facility.

 

As a result of the Hamilton Acquisition, we assumed the Hamilton Revolving Credit Facility and the Hamilton Equipment Financing Agreement.  In November 2014, White Oak entered into the Hamilton Revolving Credit Facility allowing for periodic borrowings up to $10.0 million, collateralized by White Oak’s accounts receivable. Borrowings under the Hamilton Revolving Credit Facility carried interest at the prime rate plus 0.1%, which was 3.35% at September 30, 2015.  On October 19, 2015, the outstanding balance of the Hamilton Revolving Credit Facility totaling $10.0 million was repaid.

 

In 2012, White Oak acquired vendor financing totaling $100.0 million through the Hamilton Equipment Financing Agreement, which was secured by continuous mining, long-wall mining, and underground belt system equipment purchased from the lender.  The Hamilton Equipment Financing Agreement required repayment of principal and interest in equal monthly installments of $2.1 million from July 2014 until June 2019.  As of September 30, 2015, $82.5 million remained outstanding on the note and carried an annual interest rate of 8%.  On October 16, 2015, the outstanding balance of the Hamilton Equipment Financing Agreement totaling $80.6 million was repaid without penalty with funds drawn on the Revolving Credit Facility.

 

On October 29, 2015, we entered into a sale-leaseback transaction whereby we sold certain mining equipment for $100.0 million and concurrently entered into a lease agreement for the sold equipment with a four-year term.  Under the lease agreement, we will pay an initial monthly rent of $1.9 million.  A balloon payment equal to 20% of the equipment cost is due at the end of the lease term.  We have recognized this transaction as a capital lease.

 

On October 6, 2015, Cavalier Minerals JV, LLC (“Cavalier Minerals”) (Note 8) entered into a credit agreement (the “Cavalier Credit Agreement”) with Mineral Lending, LLC (“Mineral Lending”) for a $100.0 million line of credit (the “Cavalier Credit Facility”).  Mineral Lending is an entity owned by Alliance Resource Holdings II, Inc. (“ARH II,” the parent of ARH), an entity owned by an officer of ARH who is also a director of ARH II (“ARH Officer”) and foundations established by our President and Chief Executive Officer and Kathleen S. Craft.  There is no commitment fee under the facility.  Borrowings under the Cavalier Credit Facility bear interest at a one month LIBOR rate plus 6% with interest payable quarterly.  Repayment of the principal balance will begin following the first fiscal quarter after the earlier of the date on which the aggregate amount borrowed exceeds $90.0 million or December 31, 2017, in quarterly payments of an amount equal to the greater of $1.3 million initially, escalated to $2.5 million after two years, or fifty percent of Cavalier Minerals’ excess cash flow. The Cavalier Credit Facility matures September 30, 2024, at which time all amounts then outstanding are required to be repaid.  Cavalier Minerals may prepay the Cavalier Credit Facility at any time in whole or in part subject to terms and conditions described in the Cavalier Credit Agreement.

 

8.                                    VARIABLE INTEREST ENTITIES

 

Cavalier Minerals

 

On November 10, 2014, our wholly owned subsidiary, Alliance Minerals, LLC (“Alliance Minerals”), and Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) entered into a limited liability company agreement (the “Cavalier Agreement”) to create Cavalier Minerals, which was formed to indirectly acquire oil and gas mineral interests through its noncontrolling ownership interest initially in

 

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AllDale Minerals L.P. and subsequently also in AllDale Minerals II, L.P. (collectively “AllDale Minerals”) (Note 9).  Alliance Minerals and Bluegrass Minerals initially committed funding of $48.0 million and $2.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed funding of $49.0 million to AllDale Minerals.  Alliance Minerals’ contributions through December 31, 2014 to Cavalier Minerals totaled $11.5 million.  During the three and nine months ended September 30, 2015, Alliance Minerals contributed $16.4 million and $35.6 million, respectively, bringing our total investment in Cavalier Minerals to $47.1 million at September 30, 2015.  Our remaining commitment to Cavalier Minerals of $0.9 million was made October 26, 2015.  Bluegrass Minerals, which is owned and controlled by the ARH Officer and is Cavalier Minerals’ managing member, contributed $2.0 million as of September 30, 2015.

 

On October 6, 2015, Alliance Minerals and Bluegrass Minerals committed to fund an additional $96.0 million and $4.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed to fund an additional $100.0 million to AllDale Minerals.  At Alliance Minerals’ election, Cavalier Minerals will meet its remaining funding commitment to AllDale Minerals through contributions from Alliance Minerals and Bluegrass Minerals or from borrowings under the Cavalier Credit Facility (Note 7).  We expect to fund our remaining commitments utilizing existing cash balances, future cash flows from operations, borrowings under credit and securitization facilities and cash provided from the issuance of debt or equity, or by requiring Cavalier Minerals to draw on the Cavalier Credit Facility.    Cavalier Minerals also reimburses Bluegrass Minerals for certain insignificant general and administrative costs incurred on behalf of Cavalier Minerals.

 

In accordance with the Cavalier Agreement, Bluegrass Minerals is entitled to receive an incentive distribution from Cavalier Minerals equal to 25% of all distributions (including in liquidation) after return of members’ capital reduced by certain distributions received by Bluegrass Minerals or its owner from AllDale Minerals Management, LLC, the managing member of AllDale Minerals.  Alliance Minerals’ ownership interest in Cavalier Minerals at September 30, 2015 was 96%.  The remainder of the equity ownership is held by Bluegrass Minerals.  As of September 30, 2015, Cavalier Minerals had not made any distributions to its owners.  We have consolidated Cavalier Minerals’ financial results as we concluded that Cavalier Minerals is a variable interest entity (“VIE”) and we are the primary beneficiary because our consent is required for significant activities of Cavalier Minerals and due to Bluegrass Minerals’ relationship to us as described above.  Bluegrass Minerals equity ownership of Cavalier Minerals is accounted for as noncontrolling ownership interest in our condensed consolidated balance sheets.  In addition, earnings attributable to Bluegrass Minerals are recognized as net loss attributable to noncontrolling interest in our condensed consolidated statements of income.

 

WKY CoalPlay

 

On November 17, 2014, SGP Land, LLC (“SGP Land”), a wholly-owned subsidiary of SGP, and two limited liability companies owned by irrevocable trusts established by our President and Chief Executive Officer (“Craft Companies”) entered into a limited liability company agreement to form WKY CoalPlay.  WKY CoalPlay was formed, in part, to purchase and lease coal reserves.  WKY CoalPlay is managed by an entity controlled by the ARH Officer who is an employee of SGP Land and trustee of the irrevocable trusts owning the Craft Companies.

 

In February 2015, WKY CoalPlay acquired approximately 39.1 million tons of proven and probable high-sulfur owned coal reserves located in Henderson and Union Counties, Kentucky from a wholly-owned subsidiary of Patriot for $25.0 million and in turn leased those reserves to us (“CoalPlay 2015 Lease”).  The CoalPlay 2015 Lease has an initial term of 20 years and provides for earned royalty payments to WKY CoalPlay of 4% of the coal sales price and annual minimum royalty payments of $2.1 million.  All annual minimum royalty payments are recoupable against earned royalty payments.  An option was also granted to us to acquire the leased reserves at any time during a three-year period beginning in February 2018 for a purchase price that would provide WKY CoalPlay a 7% internal rate of return on its investment in these reserves taking into account payments previously made under the lease.  We paid WKY CoalPlay $2.1 million in February 2015 for the initial annual minimum royalty payment.

 

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As of September 30, 2015, we had paid $10.8 million of advanced royalties to WKY CoalPlay, none of which have been recouped, and which is reflected in the long-term Advance royalties line item in our condensed consolidated balance sheets and includes previous annual minimum royalty payments made to WKY CoalPlay associated with leases entered into in 2014, in addition to the initial annual minimum royalty payment for the CoalPlay 2015 Lease.

 

We have concluded that WKY CoalPlay is a VIE because of our ability to exercise the option noted above as well as two other similar options granted to us by WKY CoalPlay in December 2014, which is not within the control of the equity holders and, if it occurs, could potentially limit the expected residual return to the owners of WKY CoalPlay.  We do not have any economic or governance rights related to WKY CoalPlay and our options that provide us with a variable interest in WKY CoalPlay’s reserve assets do not give us any rights that constitute power to direct the primary activities that most significantly impact WKY CoalPlay’s economic performance.  SGP Land has the sole ability to replace the manager of WKY CoalPlay at its discretion and therefore has power to direct the activities of WKY CoalPlay.  Consequently, we concluded that SGP Land is the primary beneficiary of WKY CoalPlay.

 

9.                                    EQUITY INVESTMENT

 

AllDale Minerals

 

On November 10, 2014, Cavalier Minerals (Note 8) made an initial contribution of $7.4 million in return for a limited partner interest in AllDale Minerals, which was created to purchase oil and gas mineral interests in various geographic locations within producing basins in the continental U.S.  As of December 31, 2014, Cavalier Minerals’ had contributed $11.6 million to AllDale Minerals.  During the three and nine months ended September 30, 2015, Cavalier Minerals contributed an additional $16.9 million and $37.4 million, respectively, bringing the total investment in AllDale Minerals to $49.0 million as of September 30, 2015.  We continually review all rights provided to Cavalier Minerals and us by various agreements and continue to conclude all such rights do not provide Cavalier Minerals or us the ability to unilaterally direct any of the activities of AllDale Minerals that most significantly impact its economic performance.  As such, we account for Cavalier Minerals’ ownership interest in the income or loss of AllDale Minerals as an equity investment in our condensed consolidated financial statements.  We record equity income or loss based on AllDale Minerals’ distribution structure.  Cavalier Minerals’ limited partner interest in AllDale Minerals was 71.7% at September 30, 2015.  For the three and nine months ended September 30, 2015, we have been allocated losses of $0.1 million and $0.6 million, respectively, from AllDale Minerals.

 

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