NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
1.
ORGANIZATION AND BASIS OF PRESENTATION
Organization
—Rhino
Resource Partners LP and subsidiaries (the “Partnership”) is a Delaware limited partnership formed on April 19, 2010
to acquire Rhino Energy LLC (the “Predecessor” or the “Operating Company”). The Partnership had no operations
during the period from April 19, 2010 (date of inception) to October 5, 2010 (the consummation of the initial public offering
(“IPO”) date of the Partnership). The Operating Company and its wholly owned subsidiaries produce and market coal
from surface and underground mines in Kentucky, Ohio, West Virginia and Utah. The majority of the Partnership’s sales are
made to electric utilities and other coal-related organizations in the United States. In addition to operating coal properties,
the Partnership manages and leases coal properties and collects royalties from such management and leasing activities. In addition
to the Partnership’s coal operations, the Partnership has invested in oil and natural gas mineral rights and operations
that have provided revenues to the Partnership.
Initial
Public Offering
On
October 5, 2010, Rhino Resource Partners LP completed its IPO of 3,244,000 common units, representing limited partner interests
in the Partnership, at a price of $20.50 per common unit. Net proceeds from the offering were approximately $58.3 million, after
deducting underwriting discounts and offering expenses of $8.2 million. The Partnership used the net proceeds from this offering,
and a related capital contribution by Rhino GP LLC, the Partnership’s general partner (the “General Partner”)
of approximately $10.4 million, to repay approximately $69.4 million of outstanding indebtedness under the Operating Company’s
credit facility. These net proceeds do not include $9.3 million that was used to reimburse affiliates of the Partnership’s
sponsor, Wexford Capital LP (“Wexford Capital”), for capital expenditures incurred with respect to the assets contributed
to the Partnership in connection with the offering. In connection with the closing of the IPO, the owners of the Operating Company
contributed their membership interests in the Operating Company to the Partnership, and the Partnership issued 12,397,000 subordinated
units representing limited partner interests in the Partnership and 9,153,000 common units to Rhino Energy Holdings LLC, an affiliate
of Wexford Capital, and issued incentive distribution rights to the General Partner. Upon the closing of the IPO, and as required
by the Operating Company’s credit agreement by and among the Operating Company, as borrower, and its subsidiaries as guarantors,
and PNC Bank, National Association, as agent, and the other lenders thereto (as amended from time to time, the “Credit Agreement”),
the Partnership pledged 100% of the membership interests in the Operating Company to the agent on behalf of itself and the other
lenders to secure the Operating Company’s obligations under the Credit Agreement.
Follow-on
Offerings
On
July 18, 2011, the Partnership completed a public offering of 2,875,000 common units, representing limited partner interests in
the Partnership, at a price of $24.50 per common unit. Of the common units issued, 375,000 units were issued in connection with
the exercise of the underwriters’ option to purchase additional units. Net proceeds from the offering were approximately
$66.4 million, after deducting underwriting discounts and offering expenses of approximately $4.1 million. The Partnership used
the net proceeds from this offering, and a related capital contribution by the General Partner of approximately $1.4 million,
to repay approximately $67.8 million of outstanding indebtedness under the Partnership’s credit facility.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
1.
ORGANIZATION AND BASIS OF PRESENTATION (Continued)
On
September 13, 2013, the Partnership completed a public offering of 1,265,000 common units, representing limited partner interests
in the Partnership, at a price of $12.30 per common unit. Of the common units issued, 165,000 units were issued in connection
with the exercise of the underwriter’s option to purchase additional units. Net proceeds from the offering were approximately
$14.6 million, after deducting underwriting discounts and offering expenses of approximately $1.0 million. The Partnership used
the net proceeds from this offering, and a related capital contribution by the General Partner of approximately $0.3 million,
to repay approximately $14.9 million of outstanding indebtedness under the Partnership’s credit facility.
Basis
of Presentation and Principles of Consolidation
—The accompanying consolidated financial statements include the accounts
of Rhino Resource Partners LP and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
Debt
Classification
—The Partnership evaluated its amended and restated senior secured credit facility at December 31,
2015 to determine whether this debt liability should be classified as a long-term or current liability on the Partnership’s
consolidated statements of financial position. In April 2015, the Partnership entered into a third amendment to its amended and
restated senior secured credit facility (see Note 10 for further details of the third amendment). The third amendment extended
the expiration date of the amended and restated credit agreement to July 2017. The extension was contingent upon (i) the Partnership’s
leverage ratio being less than or equal to 2.75 to 1.0 and (ii) the Partnership having liquidity greater than or equal to $15
million, in each case for either the quarter ending December 31, 2015 or March 31, 2016. If both of these conditions were not
satisfied for one of such quarters, the expiration date of the amended and restated credit agreement would revert to July 2016.
As of December 31, 2015, the conditions for the extension of the credit facility were not met as the Partnership’s leverage
ratio was 3.2 to 1.0 and liquidity was approximately $1.1 million. In March 2016, the Partnership amended its amended and restated
senior secured credit facility where the expiration date was set to July 2016. The Partnership is working with its lenders to
extend the amended and restated credit agreement to December 2017. Since the credit facility has an expiration date of July 2016,
the Partnership determined that its credit facility debt liability of $41.2 million at December 31, 2015 should be classified
as a current liability on its consolidated statements of financial position, which results in a working capital deficiency of
$36.3 million. The classification of the Partnership’s credit facility balance as a current liability raises substantial
doubt of the Partnership’s ability to continue as a going concern for the next twelve months. The Partnership is also considering
alternative financing options that could result in a new long-term credit facility. Since the credit facility has an expiration
date of July 2016, the Partnership will have to secure alternative financing to replace its credit facility by the expiration
date of July 2016 in order to continue its normal business operations and meet its obligations as they come due. The financial
statements do not include any adjustments relating to the recoverability and classification of assets carrying amounts or the
amount of and classification of liabilities that may result should the Partnership be unable to continue as a going concern.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL
Company
Environment and Risk Factors.
The Partnership, in the course of its business activities, is exposed to a number of risks
including: fluctuating market conditions of coal, truck and rail transportation, fuel costs, changing government regulations,
unexpected maintenance and equipment
failure,
employee benefits cost control, changes in estimates of proven and probable coal reserves, as well as the ability of the Partnership
to maintain adequate financing, necessary mining permits and control of sufficient recoverable coal properties. In addition, adverse
weather and geological conditions may increase mining costs, sometimes substantially.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
Trade
Receivables and Concentrations of Credit Risk.
See Note 17 for discussion of major customers. The Partnership does not
require collateral or other security on accounts receivable. The credit risk is controlled through credit approvals and monitoring
procedures.
During
2015 and 2014, the Partnership recorded accounts receivable allowances of approximately $0.5 million and $0.7 million, respectively,
in relation to customers that had entered bankruptcy proceedings. The Partnership recorded these allowances based upon its best
estimates of the ultimate collectability of the accounts receivable balances through the bankruptcy proceedings of these customers.
As of December 31, 2015, the Partnership had accounts receivable allowances of approximately $0.2 million outstanding for remaining
accounts that were estimated to be uncollectable.
Cash
and Cash Equivalents.
The Partnership considers all highly liquid investments purchased with original maturities of three
months or less to be cash equivalents.
Inventories.
Inventories are stated at the lower of cost, based on a three month rolling average, or market. Inventories primarily
consist of coal contained in stockpiles.
Advance
Royalties.
The Partnership is required, under certain royalty lease agreements, to make minimum royalty payments whether
or not mining activity is being performed on the leased property. These minimum payments may be recoupable once mining begins
on the leased property. The Partnership capitalizes the recoupable minimum royalty payments and amortizes the deferred costs once
mining activities begin on the units-of-production method or expenses the deferred costs when the Partnership has ceased mining
or has made a decision not to mine on such property.
Notes
Receivable.
In December 2015, the Partnership completed the sale of the Deane mining complex located in Central Appalachia
(see Note 6 for further details on the Deane mining complex sale). The Partnership received $2.0 million for the Deane mining
complex sale in the form of a note receivable from the third-party purchaser. The note receivable bears interest at an annual
rate of 6% and has a maturity date of December 31, 2017. The note receivable was recorded in the Other non-current assets line
of the Partnership’s consolidated statements of financial positon.
In
August 2011, the Partnership closed on an agreement to sell and assign certain non-core mining assets and related liabilities
located in the Phelps, KY area to a third party. The mining assets included leasehold interests and permits to surface and mineral
interests that included steam coal reserves and non-reserve coal deposits. Additionally, the sales agreement included the potential
for additional payments of approximately $8.75 million dependent upon certain future contingencies. Rhino recorded the sale of
the assets and transfer of liabilities in the third quarter of 2011, but did not record any of the potential $8.75 million consideration
since this amount relied on future contingent conditions to be met before it could be recognized. In 2014, the third party entered
negotiations with the Partnership regarding the payment of the $8.75 million consideration as the third party anticipated the
contingencies would be met in the near future. The third party negotiated with the Partnership to accept a note receivable in
lieu of immediate payment since the third party did not have the available funds to pay the $8.75 million consideration. The Partnership
believes the collection of the $8.75 million is in doubt due to the necessity of the third party to request a note receivable
and the belief that the third party will not be able to economically mine this property for an extended period due to the lack
of certain mining permits. Based on the uncertainty of collection of the note receivable, the Partnership recorded a note receivable
balance along with a corresponding allowance against the entire $8.75 million note receivable balance. During 2015 and 2014, the
Partnership received approximately $0.6 million and $0.3 million, respectively, in payments related to this note receivable and
the balance at December 31, 2015 was $7.9 million, which remained fully reserved based on the factors discussed above.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
Property,
Plant and Equipment.
Property, plant, and equipment, including coal properties, oil and natural gas properties, mine development
costs and construction costs, are recorded at cost, which includes construction overhead and interest, where applicable. Expenditures
for major renewals and betterments are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Mining
and other equipment and related facilities are depreciated using the straight-line method based upon the shorter of estimated
useful lives of the assets or the estimated life of each mine. Coal properties are depleted using the units-of-production method,
based on estimated proven and probable reserves. Mine development costs are amortized using the units-of-production method, based
on estimated proven and probable reserves. The Partnership assumes zero salvage values for its property, plant and equipment when
depreciation and amortization are calculated. Gains or losses arising from sales or retirements are included in current operations.
Stripping
costs incurred in the production phase of a mine for the removal of overburden or waste materials for the purpose of obtaining
access to coal that will be extracted are variable production costs that are included in the cost of inventory produced and extracted
during the period the stripping costs are incurred. The Partnership defines a surface mine as a location where the Partnership
utilizes operating assets necessary to extract coal, with the geographic boundary determined by property control, permit boundaries,
and/or economic threshold limits. Multiple pits that share common infrastructure and processing equipment may be located within
a single surface mine boundary, which can cover separate coal seams that typically are recovered incrementally as the overburden
depth increases. In accordance with the accounting guidance for extractive mining activities, the Partnership defines a mine in
production as one from which saleable minerals have begun to be extracted (produced) from an ore body, regardless of the level
of production; however, the production phase does not commence with the removal of de minimis saleable mineral material that occurs
in conjunction with the removal of overburden or waste material for the purpose of obtaining access to an ore body. The Partnership
capitalizes only the development cost of the first pit at a mine site that may include multiple pits.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
Asset
Impairments for Coal Properties, Mine Development Costs and Other Coal Mining Equipment and Related Facilities.
The Partnership
follows the accounting guidance in Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment, on
the impairment or disposal of property, plant and equipment for its coal mining assets, which requires that projected future cash
flows from use and disposition of assets be compared with the carrying amounts of those assets when potential impairment is indicated.
When the sum of projected undiscounted cash flows is less than the carrying amount, impairment losses are recognized. In determining
such impairment losses, the Partnership must determine the fair value for the coal mining assets in question in accordance with
the applicable fair value accounting guidance. Once the fair value is determined, the appropriate impairment loss must be recorded
as the difference between the carrying amount of the coal mining assets and their respective fair values. Also, in certain situations,
expected mine lives are shortened because of changes to planned operations or changes in coal reserve estimates. When that occurs
and it is determined that the mine’s underlying costs are not recoverable in the future, reclamation and mine closing obligations
are accelerated and the mine closing accrual is increased accordingly. To the extent it is determined that coal asset carrying
values will not be recoverable during a shorter mine life, a provision for such impairment is recognized. During 2015 and 2014,
the Partnership recorded $31.1 million and $45.3 million, respectively, of asset impairment losses and related charges associated
with multiple coal properties that are further described in Note 6. The Partnership also recorded an impairment charge of $0.5
million during 2015 related to intangible assets that are discussed further in Note 7. The asset impairment losses and related
charges are recorded on the Asset impairment and related charges line of the Partnership’s consolidated statements of operations
and comprehensive income. The Partnership also recorded an impairment charge of $5.9 million during 2014 related to the Partnership’s
equity investment in the Rhino Eastern joint venture that is discussed further in Note 3. The impairment charge for the Rhino
Eastern joint venture is recorded on the Equity in net (loss)/income of unconsolidated affiliates line of the Partnership’s
consolidated statements of operations and comprehensive income.
Debt
Issuance Costs.
Debt issuance costs reflect fees incurred to obtain financing and are amortized (included in interest
expense) using the effective interest method over the life of the related debt. Debt issuance costs are included in Prepaid expenses
and other current assets as of December 31, 2015 since the Partnership classified its credit facility balance as a current liability
(see Note 1). As of December 31, 2014, debt issuance costs were included in other non-current assets. In March 2014, the Partnership
entered into a second amendment of its amended and restated senior secured credit facility that reduced the borrowing capacity
to $200 million. As part of executing the second amendment to the amended and restated senior secured credit facility, the Operating
Company paid a fee of approximately $0.1 million to the lenders in March 2014, which was recorded as an addition to Debt issuance
costs. In addition, the Partnership wrote-off approximately $1.1 million of its unamortized debt issuance costs since the second
amendment reduced the borrowing capacity under the amended and restated senior secured credit facility. In April 2015, the Partnership
entered into a third amendment of its amended and restated senior secured credit facility that further reduced the borrowing commitment
to $100 million. As part of executing the third amendment to the amended and restated senior secured credit facility, the Operating
Company paid a fee of approximately $2.1 million to the lenders in April 2015, which was recorded as an addition to Debt issuance
costs. The Partnership wrote-off approximately $0.2 million of its remaining unamortized debt issuance costs since the third amendment
further reduced the borrowing commitment under the amended and restated senior secured credit facility. See Note 10 for further
information on the amendment to the amended and restated senior secured credit facility.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
Asset
Retirement Obligations.
The accounting guidance for asset retirement obligations addresses asset retirement obligations
that result from the acquisition, construction or normal operation of long-lived assets. This guidance requires companies to recognize
asset retirement obligations at fair value when the liability is incurred or acquired. Upon initial recognition of a liability,
an amount equal to the liability is capitalized as part of the related long-lived asset and allocated to expense over the useful
life of the asset. The Partnership has recorded the asset retirement costs for its mining operations in coal properties.
The
Partnership estimates its future cost requirements for reclamation of land where it has conducted surface and underground mining
operations, based on its interpretation of the technical standards of regulations enacted by the U.S. Office of Surface Mining,
as well as state regulations. These costs relate to reclaiming the pit and support acreage at surface mines and sealing portals
at underground mines. Other reclamation costs are related to refuse and slurry ponds, as well as holding and related termination/exit
costs.
The
Partnership expenses contemporaneous reclamation which is performed prior to final mine closure. The establishment of the end
of mine reclamation and closure liability is based upon permit requirements and requires significant estimates and assumptions,
principally associated with regulatory requirements, costs and recoverable coal reserves. Annually, the Partnership reviews its
end of mine reclamation and closure liability and makes necessary adjustments, including mine plan and permit changes and revisions
to cost and production levels to optimize mining and reclamation efficiency. When a mine life is shortened due to a change in
the mine plan, mine closing obligations are accelerated, the related accrual is increased and the related asset is reviewed for
impairment, accordingly.
The
adjustments to the liability from annual recosting reflect changes in expected timing, cash flow and the discount rate used in
the present value calculation of the liability. Each respective year includes a range of discount rates that are dependent upon
the timing of the cash flows of the specific obligations. Changes in the asset retirement obligations for the year ended December
31, 2015 were calculated with discount rates that ranged from 2.9% to 5.9%. Changes in the asset retirement obligations for the
year ended December 31, 2014 were calculated with discount rates that ranged from 1.6% to 5.3%. The discount rates changed in
each respective year due to changes in applicable market indicators that are used to arrive at an appropriate discount rate. Other
recosting adjustments to the liability are made annually based on inflationary cost increases or decreases and changes in the
expected operating periods of the mines. The related inflation rate utilized in the recosting adjustments was 2.3% for 2015 and
2014.
Workers’
Compensation Benefits.
Certain of the Partnership’s subsidiaries are liable under federal and state laws to pay
workers’ compensation and coal workers’ pneumoconiosis (“black lung”) benefits to eligible employees,
former employees and their dependents. The Partnership currently utilizes an insurance program and state workers’ compensation
fund participation to secure its on-going obligations depending on the location of the operation. Premium expense for workers’
compensation benefits is recognized in the period in which the related insurance coverage is provided.
The
Partnership’s black lung benefit liability is calculated using the service cost method that considers the calculation of
the actuarial present value of the estimated black lung obligation. The actuarial calculations using the service cost method for
the Partnership’s black lung benefit liability are based on numerous assumptions including disability incidence, medical
costs, mortality, death benefits, dependents and interest rates.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
In
addition, the Partnership’s liability for traumatic workers’ compensation injury claims is the estimated present value
of current workers’ compensation benefits, based on actuarial estimates. The actuarial estimates for the Partnership’s
workers’ compensation liability are based on numerous assumptions including claim development patterns, mortality, medical
costs and interest rates.
See
Note 12 for more information on the Partnership’s workers’ compensation and black lung liabilities and expense.
Revenue
Recognition.
Most of the Partnership’s revenues are generated under long-term coal sales contracts with electric
utilities, industrial companies or other coal-related organizations, primarily in the eastern United States. Revenue is recognized
and recorded when shipment or delivery to the customer has occurred, prices are fixed or determinable and the title or risk of
loss has passed in accordance with the terms of the sales agreement. Under the typical terms of these agreements, risk of loss
transfers to the customers at the mine or port, when the coal is loaded on the rail, barge, truck or other transportation source
that delivers coal to its destination. Advance payments received are deferred and recognized in revenue as coal is shipped and
title has passed.
Coal
sales revenues also result from the sale of brokered coal produced by others. The revenues related to brokered coal sales are
included in coal sales revenues on a gross basis and the corresponding cost of the coal from the supplier is recorded in cost
of coal sales in accordance with the revenue recognition accounting guidance on principal agent considerations.
Freight
and handling costs paid directly to third-party carriers and invoiced to coal customers are recorded as freight and handling costs
and freight and handling revenues, respectively.
Other
revenues generally consist of coal royalty revenues, limestone sales, coal handling and processing, oil and natural gas royalty
revenues, rebates and rental income. Coal royalty revenues are recognized on the basis of tons of coal sold by the Partnership’s
lessees and the corresponding gross revenues from those sales. The leases are based on (1) minimum monthly or annual payments,
(2) a minimum dollar royalty per ton and/or a percentage of the gross sales price, or (3) a combination of both. Coal royalty
revenues are recorded from royalty reports submitted by the lessee, which are reconciled and subject to audit by the Partnership.
Most of the Partnership’s lessees are required to make minimum monthly or annual royalty payments that are recoupable over
certain time periods, generally two years. If tonnage royalty revenues do not meet the required minimum amount, the difference
is paid as a deficiency. These deficiency payments received are recognized as an unearned revenue liability because they are generally
recoupable over certain time periods. When a lessee recoups a deficiency payment through production, the recouped amount is deducted
from the unearned revenue liability and added to revenue attributable to the coal royalty revenue in the current period. If a
lessee does not recoup a deficiency paid during the allocated time period, the recoupment right lost becomes revenue in the current
period and is deducted from the liability.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
With
respect to other revenues recognized in situations unrelated to the shipment of coal or coal royalties, the Partnership carefully
reviews the facts and circumstances of each transaction and does not recognize revenue until the following criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer
is fixed or determinable and collectibility is reasonably assured. Advance payments received are deferred and recognized in revenue
when earned.
Equity-Based
Compensation.
The Partnership applies the provisions of ASC Topic 718 to account for any unit awards granted to employees
or directors. This guidance requires that all share-based payments to employees or directors, including grants of stock options,
be recognized in the financial statements based on their fair value. The General Partner has currently granted restricted units
and phantom units to directors and certain employees of the General Partner and Partnership that contain only a service condition.
The fair value of each restricted unit and phantom unit award was calculated using the closing price of the Partnership’s
common units on the date of grant.
The
Compensation Committee of the board of directors of the General Partner has historically elected to pay some of the awards in
cash or a combination of cash and common units. This policy has resulted in all employee awards being classified as liabilities
and, thus, the employee awards are required to be marked-to-market each reporting period until they are vested. Restricted unit
awards granted to directors of the General Partner are considered nonemployee equity-based awards since the directors are not
elected by unitholders. Thus, these director awards are also required to be marked-to-market each reporting period until they
are vested. Expense related to unit awards is recorded in the selling, general and administrative line of the Partnership’s
consolidated statements of operations and comprehensive income.
Derivative
Financial Instruments.
On occasion, the Partnership has used diesel fuel contracts to manage the risk of fluctuations
in the cost of diesel fuel. The Partnership’s diesel fuel contracts have met the requirements for the normal purchase normal
sale (“NPNS”) exception prescribed by the accounting guidance on derivatives and hedging, based on management’s
intent and ability to take physical delivery of the diesel fuel. The Partnership did not have any diesel fuel contracts as of
December 31, 2015.
Investments
in Joint Ventures.
Investments in joint ventures are accounted for using the equity method or cost basis depending upon
the level of ownership, the Partnership’s ability to exercise significant influence over the operating and financial policies
of the investee and whether the Partnership is determined to be the primary beneficiary of a variable interest entity. Equity
investments are recorded at original cost and adjusted periodically to recognize the Partnership’s proportionate share of
the investees’ net income or losses after the date of investment. Any losses from the Partnership’s equity method
investment are absorbed by the Partnership based upon its proportionate ownership percentage. If losses are incurred that exceed
the Partnership’s investment in the equity method entity, then the Partnership must continue to record its proportionate
share of losses in excess of its investment. Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred.
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
In
May 2008, the Operating Company entered into a joint venture, Rhino Eastern, with an affiliate of Patriot to acquire the Eagle
mining complex. To initially capitalize the Rhino Eastern joint venture, the Operating Company contributed approximately $16.1
million for a 51% ownership interest in the joint venture and accounted for the investment in Rhino Eastern and its results of
operations under the equity method. The Partnership considered the operations of this entity to comprise a reporting segment (“Eastern
Met”) and has provided additional detail related to this operation in Note 21, “Segment Information.”
On
December 31, 2014, the Partnership entered into an agreement with a wholly owned subsidiary of Patriot that effectively terminated
the Rhino Eastern joint venture. This agreement officially closed in January 2015 and is described further in Note 3.
The
Partnership determined it was not the primary beneficiary of the variable interest entity for the year ended December 31, 2014
by performing a qualitative and quantitative analysis based on the controlling economic interests of the Rhino Eastern joint venture.
This included an analysis of the expected economic contributions of the joint venture. The Partnership concluded that it was not
the primary beneficiary of Rhino Eastern primarily because of certain contractual arrangements by the joint venture with Patriot
and the fact that the Rhino Eastern joint venture was managed by a committee of an equal number of representatives from Patriot
and us.
As
of December 31, 2014, the Partnership recorded its equity method investment of $13.2 million in the Rhino Eastern joint venture
as a long-term asset. See Note 3 for a discussion of the impairment charge incurred on the Partnership’s equity method investment
as of December 31, 2014. During 2014, the Partnership contributed additional capital based upon its ownership share to the Rhino
Eastern joint venture in the amount of $4.8 million.
In
December 2012, the Partnership made an initial investment of approximately $2.0 million in a new joint venture, Muskie Proppant
LLC (“Muskie”), with affiliates of Wexford Capital. Muskie was formed to provide sand for fracking operations to drillers
in the Utica Shale region and other oil and natural gas basins in the United States. During 2014, the Partnership contributed
additional capital based upon its ownership share to the Muskie joint venture in the amount of $0.2 million. As disclosed in Note
19 “Related Party and Affiliate Transactions”, during 2013 the Partnership provided a loan to Muskie totaling approximately
$0.2 million which was fully repaid in November 2014 in conjunction with the Partnership’s contribution of its interest
in Muskie to Mammoth Energy Partners LP (“Mammoth”), which is discussed below.
In
November 2014, the Partnership contributed its investment interest in Muskie to Mammoth in return for a limited partner interest
in Mammoth. Mammoth was formed to own various companies that provide services to companies who engage in the exploration and development
of North American onshore unconventional oil and natural gas reserves. Mammoth’s companies provide services that include
completion and production services, contract land and directional drilling services and remote accommodation services. The non-cash
transaction was a contribution of the Partnership’s investment interest in the Muskie entity for an investment interest
in Mammoth. Thus, the Partnership determined that the non-cash exchange of the Partnership’s ownership interest in Muskie
did not result in any gain or loss. Prior to the Partnership’s contribution of Muskie to Mammoth, the Partnership recorded
its proportionate portion of Muskie’s operating loss for 2014 of approximately $0.1 million. As of December 31, 2015 and
2014, the Partnership has recorded its investment in Mammoth of $1.9 million as a long-term asset, which the Partnership has accounted
for as a cost method investment based upon its ownership percentage. The Partnership has included its investment in Mammoth and
its prior investment in Muskie in its Other category for segment reporting purposes. See Note 21 for information on the Partnership’s
reportable segments.
Table
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RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
In
September 2014, the Partnership made an initial investment of $5.0 million in a new joint venture, Sturgeon Acquisitions LLC (“Sturgeon”),
with affiliates of Wexford Capital and Gulfport. Sturgeon subsequently acquired 100% of the outstanding equity interests of certain
limited liability companies located in Wisconsin that provide frac sand for oil and natural gas drillers in the United States.
The Partnership accounts for the investment in this joint venture and results of operations under the equity method based upon
its ownership percentage. The Partnership recorded its proportionate portion of the operating income for this investment during
2015 and 2014 of approximately $0.3 million and $0.4 million, respectively. The Partnership has recorded its investment in Sturgeon
on the Investment in unconsolidated affiliates line of the Partnership’s consolidated statements of financial position.
The Partnership has included its investment in Sturgeon in its Other category for segment reporting purposes.
Income
Taxes.
The Partnership is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership’s
taxable income or loss on their individual tax returns.
Loss
Contingencies.
In accordance with the guidance on accounting for contingencies, the Partnership records loss contingencies
at such time that an unfavorable outcome becomes probable and the amount can be reasonably estimated. When the reasonable estimate
is a range, the recorded loss is the best estimate within the range. If no amount in the range is a better estimate than any other
amount, the minimum amount of the range is recorded. The Partnership discloses information concerning loss contingencies for which
an unfavorable outcome is probable. See Note 15, “Commitments and Contingencies,” for a discussion of such matters.
Management’s
Use of Estimates.
The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements
as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently
Issued Accounting Standards.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).
ASU 2014-09 clarifies the principles for recognizing revenue and establishes a common revenue standard for U.S. financial reporting
purposes. The guidance in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or
services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other
standards (for example, insurance contracts or lease contracts). ASU 2014-09 supersedes the revenue recognition requirements in
ASC 605, Revenue Recognition, and most industry-specific accounting guidance. Additionally, ASU 2014-09 supersedes some cost guidance
included in ASC 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements
for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example,
assets within the scope of ASC 360, Property, Plant, and Equipment, and intangible assets within the scope of ASC 350, Intangibles—Goodwill
and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue)
in ASU 2014-09. In July 2015, the FASB approved to defer the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09
will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein.
The Partnership is currently evaluating the requirements of this new accounting guidance.
Table
of Contents
RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL (Continued)
In
January 2015, the FASB issued ASU 2015-01, “Income Statement-Extraordinary and Unusual Items”. ASC 225-20, Income
Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary
events and transactions. ASU 2015-01 eliminates the concept of extraordinary items. The amendments in ASU 2015-01 are effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply
the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented
in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal
year of adoption. The effective date is the same for both public business entities and all other entities. The adoption of ASU
2015-01 on January 1, 2016 is not expected to have a material impact on the Partnership’s financial statements.
In
February 2015, the FASB issued ASU 2015-02, “Consolidation”. ASU 2015-02 affects reporting entities that are required
to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised
consolidation model. Specifically, the amendments of ASU 2015-02: a) modify the evaluation of whether limited partnerships and
similar legal entities are variable interest entities (VIEs) or voting interest entities, b) eliminate the presumption that a
general partner should consolidate a limited partnership, c) affect the consolidation analysis of reporting entities that are
involved with VIEs, particularly those that have fee arrangements and related party relationships and d) provide a scope exception
from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate
in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money
market funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal
years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early
adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes
that interim period. A reporting entity may apply the amendments in this Update using a modified retrospective approach by recording
a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply
the amendments retrospectively. The adoption of ASU 2015-02 on January 1, 2016 is not expected to have a material impact on the
Partnership’s financial statements.
In
April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30)-Simplifying the Presentation
of Debt Issuance Costs”. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented
in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior
to ASU 2015-03, debt issuance costs have been presented in the balance sheet as a deferred charge, or asset. The recognition and
measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, ASU
2015-03 is effective for financial statements issued for fiscal years
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
3.
SUBSEQUENT EVENTS
For
the quarter ended December 31, 2015, the Partnership continued the suspension of the cash distribution for its common units, which
was initially suspended for the quarter ended June 30, 2015. No distribution will be paid for common or subordinated units for
the quarter ended December 31, 2015. Pursuant to the Partnership’s partnership agreement, the Partnership’s common
units accrue arrearages every quarter when the distribution level is below the minimum level of $0.445 per unit. The Partnership
initially lowered its quarterly common unit distribution below the minimum level of $0.445 per unit with the quarter ended September
30, 2014. Thus, the Partnership’s distributions for each of the quarters ended September 30, 2014 through the current quarter
ended December 31, 2015 were below the minimum level and the current amount of accumulated arrearages as of December 31, 2015
related to the common unit distribution is approximately $44.3 million.
On
January 21, 2016, a definitive agreement (“Definitive Agreement”) was completed between Royal Energy Resources, Inc.
(“Royal”) and Wexford where Royal acquired 6,769,112 issued and outstanding common units of the Partnership previously
owned by Wexford for $3.5 million. The Definitive Agreement also included the committed acquisition by Royal within sixty days
from the date of the Definitive Agreement of all of the issued and outstanding membership interests of Rhino GP LLC, the general
partner of the Partnership, as well as 9,455,252 issued and outstanding subordinated units of the Partnership currently owned
by Wexford for $1.0 million.
On
March 17, 2016, Royal completed the acquisition of all of the issued and outstanding membership interests of Rhino GP LLC as well
as the 9,455,252 issued and outstanding subordinated units from Wexford. Royal obtained control of, and a majority limited partner
interest, in the Partnership with the completion of this transaction.
On
March 21, 2016, the Partnership and Royal entered into a securities purchase agreement (the “Securities Purchase Agreement”)
pursuant to which the Partnership issued 60,000,000 common units in the Partnership to Royal in a private placement at $0.15 per
common unit for an aggregate purchase price of $9.0 million. Royal paid the Partnership $2.0 million in cash and delivered a promissory
note payable to the Partnership in the amount of $7.0 million. The promissory note is payable in three installments: (i) $3.0
million on July 31, 2016; (ii) $2.0 million on or before September 30, 2016 and (iii) $2.0 million on or before December 31, 2016.
In the event the disinterested members of the board of directors of the General Partner determine that the Partnership does not
need the capital that would be provided by either or both installments set forth in (ii) and (iii) above, in each case, the Partnership
has the option to rescind Royal’s purchase of 13,333,333 common units and the applicable installment will not be payable
(each, a “Rescission Right”). If the Partnership fails to exercise a Rescission Right, in each case, the Partnership
has the option to repurchase 13,333,333 common units at $0.30 per common unit from Royal (each, a “Repurchase Option”).
The Repurchase Options terminate on
December
31, 2017. Royal’s obligation to pay any installment of the promissory note is subject to certain conditions, including that
the Operating Company has entered into an agreement to extend the Amended and Restated Credit Agreement, as amended, to a date
no sooner than December 31, 2017. In the event such conditions are not satisfied as of the date each installment is due, Royal
has the right to cancel the remaining unpaid balance of the promissory note in exchange for the surrender of such number of common
units equal to the principal balance of the promissory note divided by $0.15.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
3.
SUBSEQUENT EVENTS (Continued)
On
March 17, 2016, the Operating Company, as borrower, and the Partnership and certain of its subsidiaries, as guarantors, entered
into an amendment (the “Fourth Amendment”) of its amended and restated credit agreement, dated July 29, 2011, as amended
by the first, second and third amendments thereto, with PNC Bank, National Association, as Administrative Agent, PNC Capital Markets
and Union Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Union Bank, N.A., as Syndication Agent, Raymond James Bank,
FSB, Wells Fargo Bank, National Association and the Huntington National Bank, as Co-Documentation Agents and the lenders party
thereto. The Fourth Amendment amends the definition of change of control in the amended and restated credit agreement to permit
Royal to purchase the membership interests of the General Partner and sets the expiration date of the facility at July 2016. The
Fourth Amendment reduces the borrowing capacity under the credit facility to a maximum of $80 million and reduces the amount available
for letters of credit to $30 million. The Fourth Amendment eliminates the option to borrow funds utilizing the LIBOR rate plus
an applicable margin and establishes the borrowing rate for all borrowings under the facility to be based upon the current PRIME
rate plus an applicable margin of 3.50%. The Fourth Amendment eliminates the capability to make Swing Loans under the facility
and eliminates the ability of the Partnership to pay distributions to its common or subordinated unitholders. The Fourth Amendment
alters the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve month basis, to 6.75
to 1.00. The leverage ratio shall be reduced by 0.50 to 1.00 for every $10 million of net cash proceeds, in the aggregate, received
by the Partnership after the date of the Fourth Amendment from a liquidity event; provided, however, that in no event shall the
maximum permitted leverage ratio be reduced below 3.00 to 1.00. A liquidity event is defined in the Fourth Amendment as the issuance
of any equity by the Partnership on or after the Fourth Amendment effective date (other than the Royal equity contribution discussed
above), or the disposition of any assets by the Partnership. The Fourth Amendment requires the Partnership to maintain minimum
liquidity of $5 million and minimum EBITDA, calculated as of the end of the most recent month, on a trailing twelve month basis,
of $8 million. The Fourth Amendment limits the amount of the Partnership’s capital expenditures to $15 million, calculated
as of end of the most recent month, on a trailing twelve month basis. The Fourth Amendment requires the Partnership to provide
monthly financial statements and a weekly rolling thirteen week cash flow forecast to the administrative agent.
4.
DISCONTINUED OPERATIONS
Divestiture
of Utica Shale Oil and Natural Gas Assets
Beginning
in 2011, the Partnership and an affiliate of Wexford Capital participated with Gulfport to acquire interests in a portfolio of
oil and natural gas leases in the Utica Shale. As of December 31, 2013, the Partnership had invested approximately $31.1 million
for its pro rata interest in the Utica Shale portfolio of oil and natural gas leases, which consisted of a 5% interest in a total
of
approximately
152,300 gross acres, or approximately 7,615 net acres. In addition, per the joint operating agreement among the Partnership, Gulfport
and an affiliate of Wexford Capital, the Partnership had funded its proportionate share of drilling costs to Gulfport for wells
being drilled on the Partnership’s acreage. As of December 31, 2013, the Partnership had funded approximately $23.3 million
of drilling costs.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
4.
DISCONTINUED OPERATIONS (Continued)
In
March 2014, the Partnership completed a purchase and sale agreement (the “Purchase Agreement”) with Gulfport to sell
the Partnership’s oil and natural gas properties in the Utica Shale region for approximately $184.0 million (the “Purchase
Price”). The Purchase Agreement was effective as of January 1, 2014 and the Purchase Price was adjusted for any unsettled
expenditures made and/or proceeds received from the Partnership’s portion of its Utica Shale properties prior to the effective
date. At the closing of the Purchase Agreement, the Partnership was immediately due approximately $179.0 million, net of any adjustments
described above, and the remaining approximately $5.0 million was scheduled to be paid within approximately 90 days of March 20,
2014, subject to ongoing legal title work related to specific properties. In December 2014, the Partnership settled the remaining
$5.0 million due from Gulfport based upon net amounts payable from the Partnership to Gulfport prior to the effective date of
the Purchase Agreement as well as amounts due the Partnership related to legal reviews of the properties subject to the Purchase
Agreement and other unsettled items due to the Partnership prior to the effective date of the Purchase Agreement. The net effect
of this settlement resulted in the Partnership paying Gulfport approximately $46,000 in December 2014. The Partnership recorded
a gain of approximately $121.7 million during the year ended December 31, 2014 related to this sale, which is recorded in Income
from discontinued operations in the consolidated statements of operations and comprehensive income. The gain from the Utica Shale
transaction is included in the (Gain) on sale/disposal of assets—net line in the operating activities section of the Partnership’s
consolidated statements of cash flows. The proceeds from the Utica Shale transaction are included in the Proceeds from sales of
property, plant, and equipment line in the investing activities section of the Partnership’s consolidated statements of
cash flows.
Other
Oil and Natural Gas Activities
In
January 2014, the Partnership received approximately $8.4 million of net proceeds from the sale by Blackhawk Midstream LLC (“Blackhawk”)
of its equity interest in two entities, Ohio Gathering Company, LLC and Ohio Condensate Company, LLC, to Summit Midstream Partners,
LLC. As part of the joint operating agreement for the Utica Shale investment discussed above, the Partnership had the right to
approximately 5% of the proceeds of the sale by Blackhawk. In February 2015, the Partnership received approximately $0.7 million
in additional proceeds from the sale by Blackhawk that had been held in escrow. For the years ended December 31, 2015 and 2014,
the Partnership recorded the $0.7 million and $8.4 million, respectively, in Income from discontinued operations in the consolidated
statements of operations and comprehensive income. The gain from the Blackhawk transaction is included in the (Gain) on sale/disposal
of assets—net line in the operating activities section of the Partnership’s consolidated statements of cash flows.
The proceeds from the Blackhawk transaction are included in the Proceeds from sales of property, plant, and equipment line in
the investing activities section of the Partnership’s consolidated statements of cash flows.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
5.
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid
expenses and other current assets as of December 31, 2015 and 2014 consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in thousands)
|
|
Other prepaid expenses
|
|
$
|
682
|
|
|
$
|
827
|
|
Debt issuance costs—net
|
|
|
2,155
|
|
|
|
—
|
|
Prepaid insurance
|
|
|
1,492
|
|
|
|
2,063
|
|
Prepaid leases
|
|
|
80
|
|
|
|
87
|
|
Supply inventory
|
|
|
901
|
|
|
|
827
|
|
Deposits
|
|
|
164
|
|
|
|
170
|
|
Total
|
|
$
|
5,474
|
|
|
$
|
3,974
|
|
Debt
issuance costs are included in Prepaid expenses and other current assets as of December 31, 2015 since the Partnership classified
its credit facility balance as a current liability (see Note 1). As of December 31, 2014, debt issuance costs were included in
other non-current assets (see Note8). Debt issuance costs were $11.6 million and $9.1 million as of December 31, 2015 and 2014,
respectively. Accumulated amortization of debt issuance costs were $9.4 million and $7.6 million as of December 31, 2015 and 2014,
respectively. In March 2014, the Partnership entered into a second amendment of its amended and restated senior secured credit
facility that reduced the borrowing capacity to $200 million. As part of executing the second amendment to the amended and restated
senior secured credit facility, the Operating Company paid a fee of approximately $0.1 million to the lenders in March 2014, which
was recorded as an addition to Debt issuance costs. In addition, the Partnership wrote-off approximately $1.1 million of its unamortized
debt issuance costs since the second amendment reduced the borrowing capacity under the amended and restated senior secured credit
facility.
In
April 2015, the Partnership entered into a third amendment of its amended and restated senior secured credit facility that further
reduced the borrowing commitment to $100 million. As part of executing the third amendment to the amended and restated senior
secured credit facility, the Operating Company paid a fee of approximately $2.1 million to the lenders in April 2015, which was
recorded as an addition to Debt issuance costs. The Partnership wrote-off approximately $0.2 million of its remaining unamortized
debt issuance costs since the third amendment further reduced the borrowing commitment under the amended and restated senior secured
credit facility. See Note 10 for further information on the amendments to the amended and restated senior secured credit facility.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment, including coal properties and mine development and construction costs, as of December 31, 2015 and 2014 are
summarized by major classification as follows:
|
|
|
|
December 31,
|
|
|
|
Useful Lives
|
|
2015
|
|
|
2014
|
|
|
|
|
|
(in thousands)
|
|
Land and land improvements
|
|
|
|
$
|
24,157
|
|
|
$
|
18,845
|
|
Mining and other equipment and related facilities
|
|
2 - 20 Years
|
|
|
306,609
|
|
|
|
336,951
|
|
Mine development costs
|
|
1 - 15 Years
|
|
|
67,277
|
|
|
|
79,536
|
|
Coal properties
|
|
1 - 15 Years
|
|
|
203,791
|
|
|
|
215,325
|
|
Oil and natural gas properties
|
|
|
|
|
—
|
|
|
|
8,093
|
|
Construction work in process
|
|
|
|
|
2,680
|
|
|
|
4,912
|
|
Total
|
|
|
|
|
604,514
|
|
|
|
663,662
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
|
|
(271,007
|
)
|
|
|
(280,225
|
)
|
Net
|
|
|
|
$
|
333,507
|
|
|
$
|
383,437
|
|
Depreciation
expense for mining and other equipment and related facilities, depletion expense for coal and oil and natural gas properties,
amortization expense for mine development costs, amortization expense for intangible assets and amortization expense for asset
retirement costs for the years ended December 31, 2015 and 2014 was as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Depreciation
expense-mining and other equipment and related facilities
|
|
$
|
28,740
|
|
$
|
30,529
|
|
Depletion
expense for coal properties
|
|
|
2,871
|
|
|
4,633
|
|
Depletion
expense for oil and natural gas properties
|
|
|
9
|
|
|
60
|
|
Amortization
expense for mine development costs
|
|
|
1,935
|
|
|
1,737
|
|
Amortization
expense for intangible assets
|
|
|
76
|
|
|
80
|
|
Amortization
expense for asset retirement costs
|
|
|
(450
|
)
|
|
194
|
|
Total
|
|
$
|
33,181
|
|
$
|
37,233
|
|
Taylorville
Land Sale
On
December 30, 2015, the Partnership completed the sale of its land surface rights for the Taylorville property in central Illinois
for approximately $7.2 million in net proceeds. The sale agreement allows the Partnership to retain the mining permit and control
of the proven and probable coal reserves at the Taylorville property as the Partnership has the option to repurchase the rights
to the land within seven years from the date of the sale agreement. In accordance with ASC 360-20-40-38,
Real Estate Sales—Derecognition
,
since the Partnership has the option to repurchase the rights to the land, the transaction has been accounted for as a financing
arrangement rather than a sale. The Taylorville property is recorded in the consolidated statements of financial position within
the net
property,
plant and equipment caption and the related liability is recorded in the consolidated statements of financial position within
the other noncurrent liability caption.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Asset
Impairments-2015
As
the prolonged weakness in the United States coal markets continued during 2015, the Partnership performed a comprehensive review
of its current coal mining operations as well as potential future development projects to ascertain any potential impairment losses.
The Partnership identified various properties, projects and operations that were potentially impaired based upon changes in its
strategic plans, market conditions or other factors, specifically in Northern Appalachia where market conditions related to the
Partnership’s operations deteriorated in the fourth quarter of 2015. The Partnership believes that an oversupply of coal
being produced in Northern Appalachia has contributed to depressed coal prices from this region. The Partnership believes the
oversupply of coal has been created due to historically low natural gas prices in this region, which competes with coal as a source
of electricity generation. Utilities have chosen cheap natural gas for electricity generation over coal and, additionally, the
Partnership believes the amount that the utilities’ power plants have been dispatched for electricity generation has fallen
due to low electricity demand. The production of natural gas from the Utica Shale and Marcellus Shale regions that are located
within the Northern Appalachian region have kept natural gas prices low and larger coal producers have low-cost long-wall mines
in Northern Appalachia that can compete to sell lower priced coal to utilities that still require coal supplies in this region.
The Partnership believes this combination of factors have decreased coal prices in Northern Appalachia to levels where certain
current operations as well as future plans for the development of the Leesville Field will be unprofitable in the near term. In
addition to impairment charges related to certain Northern Appalachia operations, the Partnership also recorded asset impairment
and related charges for the sale of the Deane mining complex and the Cana Woodford oil and natural gas investment that are discussed
further below. The Partnership recorded approximately $31.1 million of total asset impairment and related charges related to property,
plant and equipment for the year ended December 31, 2015, which is recorded on the Asset impairment and related charges line of
the consolidated statements of operations and comprehensive income.
Hopedale
Mining Complex
The
Partnership owns the Hopedale mining complex located in Northern Appalachia that includes an underground mine, preparation plant
and full-service rail loadout facility. Hopedale had long-term coal sales contracts with two utility customers that officially
expired at the end of 2015, but had carry-over provisions for contracted coal shipments that were not delivered in 2015 that are
to be shipped in 2016. These carry-over tons under these sales contracts have prices well above current market levels for coal
being sold in this region, but do not constitute annual coal sales volumes that Hopedale has historically been able to sell. The
Partnership has been unsuccessful in securing any contracted sales business at profitable prices for Hopedale coal to replace
these expiring sales contracts due to the depressed Northern Appalachia coal market conditions discussed above. Based upon these
factors, the Partnership performed a detailed analysis of potential impairment for the Hopedale mining complex as of December
31, 2015. The Partnership’s projection of future undiscounted net cash flows to be generated from the Hopedale mining complex
indicated that a potential impairment existed since the carrying amount of the long-lived asset group at the Hopedale mining complex
exceeded the sum of the projected undiscounted net cash flows. Thus, the Partnership performed a further analysis to determine
what, if any, impairment existed for the Hopedale mining complex asset group. The Partnership utilized a discounted cash flow
method (i.e. income approach) to estimate the fair value of the Hopedale mining complex. Based on this analysis, the Partnership
recorded total asset impairment and related charges of $19.0 million for the Hopedale mining complex for the year ended December
31, 2015.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Sands
Hill Mining Complex
The
Partnership owns the Sands Hill mining complex in Northern Appalachia that includes two surface coal mines located near Hamden,
Ohio. The infrastructure at Sands Hill includes a coal preparation plant along with a river front barge and dock facility on the
Ohio River. Coal produced at Sands Hill is primarily trucked to local industrial customers in the southeastern region of Ohio.
In addition to coal production, limestone aggregate is also produced at Sands Hill as the process of removing overburden to access
the coal seams includes the removal of high quality limestone. The Sands Hill complex includes limestone processing facilities
that crush and size the limestone for sale to local customers. Sands Hill has contracted coal sales through the end of 2016 from
its surface coal mine operations, but no contracted coal sales beyond this date. Limestone is sold on a non-contracted basis from
Sands Hill’s operation.
During
2015, the Partnership contracted with a third party engineering firm to perform an audit of the Partnership’s coal mineral.
As part of the third party expert’s audit, they performed an independent pro forma economic analysis using industry-accepted
guidelines and these were used, in part, to classify coal mineral as either proven and probable coal reserves or non-reserve coal
deposits, based on current market conditions. In the depressed Northern Appalachia coal market environment described above, a
majority of the Sands Hill coal mineral that had previously been classified as proven and probable coal reserves was re-classified
as non-reserve coal deposits as of December 31, 2015 due to unfavorable projected economic performance. The Partnership’s
long-term plan had previously included the eventual development of underground coal reserves at Sands Hill, which were reclassified
to non-reserve coal deposits as of December 31, 2015 per the discussion above. However, due to the lack of contracted sales beyond
year-end 2016 and the depressed Northern Appalachia coal market discussed above, the Partnership decided as of December 31, 2015
to no longer pursue the development of the underground coal deposits at Sands Hill. Thus, the Partnership will cease surface coal
mining at the end of 2016 when its Sands Hill contracted coal sales are fulfilled. The Partnership currently plans to continue
limestone sales into 2017 since adequate limestone inventory will remain once coal mining has ceased. Based upon the factors that
led to the Partnership’s decision to discontinue coal mining at Sands Hill as of year-end 2016, the Partnership performed
a detailed analysis of potential impairment for the Sands Hill mining complex.
The
Partnership’s projection of future undiscounted net cash flows to be generated from the Sands Hill mining complex indicated
that a potential impairment existed since the carrying amount of the long-lived asset group at the Sands Hill mining complex exceeded
the sum of the projected undiscounted net cash flows. Thus, the Partnership performed a further analysis to determine what, if
any, impairment existed for the Sands Hill mining complex asset group. The Partnership utilized a discounted cash flow method
(i.e. income approach) to estimate the fair value of the Sands Hill mining
complex.
Based on this analysis, the Partnership recorded total asset impairment and related charges of $5.7 million for the Sands Hill
mining complex for the year ended December 31, 2015.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Leesville
Field
The
Partnership owns the Leesville field that is located in the Northern Appalachia coal region in eastern Ohio and is approximately
20 miles north of the Partnership’s Hopedale mining complex. The Leesville field is an undeveloped property that contains
approximately 27.9 million tons of coal mineral that was classified as non-reserve coal deposits as of December 31, 2015. Prior
to 2015, the Leesville field coal mineral had been classified as proven and probable coal reserves. The Leesville field coal mineral
that had previously been classified as proven and probable coal reserves was re-classified as non-reserve coal deposits due to
unfavorable projected economic performance based upon the third party engineering firm’s audit of the Partnership’s
coal mineral that was discussed above. The Partnership’s long-term plan had included the eventual development of Leesville
field to supplement the production from the Partnership’s nearby Hopedale mining complex because the coal qualities at Leesville
closely matched the coal qualities at Hopedale. However, due to the recent downturn in the coal markets in Northern Appalachia
discussed above, the reclassification of the Leesville field coal mineral to non-reserve coal deposits and the difficult economic
conditions being experienced at Hopedale discussed above, the Partnership decided to reevaluate its plans for the Leesville field
and examine this undeveloped property for potential impairment.
The
Partnership believes that the Leesville field mineral would be uneconomic to produce in current market conditions, which are not
expected to improve in the near future, and would not produce positive undiscounted net cash flows. Thus, this fact pattern indicated
that a potential impairment existed since the carrying amount of the long-lived asset group at Leesville exceeded the sum of any
projected undiscounted net cash flows. The Partnership analyzed the Leesville asset group and determined the fair value of the
Leesville asset group should be based on any compensation that could be received by the Partnership by selling the assets to a
third party in the current marketplace since it would be uneconomic to develop this project in the current market environment.
Based on the current depressed state of the Northern Appalachia coal markets, the Partnership determined the Leesville field asset
group had zero value as of December 31, 2015. The Partnership recorded total asset impairment and related charges of $3.5 million
for the Leesville field for the year ended December 31, 2015.
Deane
Mining Complex
On
October 30, 2015, the Partnership executed a binding letter of intent with a third party for the purchase of the Partnership’s
Deane mining complex. The sale of the Deane mining complex was completed on December 30, 2015. The Deane mining complex is located
in eastern Kentucky and includes one underground mine that was idle during 2015. The infrastructure at the Deane mining complex
consists of a preparation plant and a unit train loadout facility. The sale of the Deane complex transferred the underground mine,
related equipment, the preparation plant and loadout facility in exchange for $2.0 million in the form of a promissory note receivable
from the third party, while the Partnership also retained the mineral rights for the proven and probable steam coal reserves at
this complex. The Deane mining complex sale also included a royalty agreement with the third party pursuant to which the Partnership
will collect future royalties for coal mined and sold from the Deane complex. The sale of the Deane mining complex also relieved
the Partnership of significant reclamation liabilities and bonding requirements. For third quarter 2015 financial reporting purposes,
the Partnership evaluated the appropriate held for sale accounting criteria to determine if the Deane mining complex should be
classified as held for sale as of September 30, 2015. Based on this evaluation, the Partnership determined the Deane mining complex
met the held for sale criteria at September 30, 2015 and, accordingly, the Deane mining complex asset group was written down to
its estimated fair value of $2.0 million. Due to the determination that the Deane mining complex met the held for sale criteria,
the Partnership recorded an impairment charge of approximately $2.3 million for the third quarter ended September 30, 2015 and
the Partnership ceased depreciation of this asset group at this time. Upon the completion of the sales agreement for the Deane
mining complex, the Partnership removed the assets and liabilities related to this mining complex, which resulted in a gain of
$0.4 million that was record in the Asset impairment and related charges line of the consolidated statements of operations and
comprehensive income. The net $1.9 million asset impairment charge/loss for the Deane mining complex is recorded on the Asset
impairment and related charges line of the consolidated statements of operations and comprehensive income.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Cana
Woodford Oil and Natural Gas Investment
In
August 2015, the Partnership completed the sale of its oil and natural gas investment of approximately 1,900 net mineral acres
in the Cana Woodford region of western Oklahoma. The Partnership received a total of approximately $5.7 million in proceeds from
the sale of the Cana Woodford oil and natural gas mineral rights. In the second quarter of 2015, the Partnership evaluated the
appropriate held for sale accounting criteria to determine if the Cana Woodford mineral rights should be classified as held for
sale. Based on this evaluation, the Partnership determined these mineral rights met the held for sale criteria at June 30, 2015
and, accordingly, these mineral rights were written down to their estimated fair value of $5.8 million. Due to the determination
that the mineral rights met the held for sale criteria, the Partnership recorded an impairment charge of approximately $2.2 million
for the Cana Woodford mineral rights during the second quarter of 2015. The impairment charge for the Cana Woodford mineral rights
is recorded on the Asset impairment and related charges line of the consolidated statements of operations and comprehensive income.
Bevins
Branch Operation
As
discussed further below, the Partnership had a steam coal surface mine operation in eastern Kentucky (referred to as “Bevins
Branch”) in its Central Appalachia segment that was idled during mid-2014 as that location’s contract with its single
customer expired at that time. In May 2015, the Partnership finalized a contractual agreement with a third party to assume the
Bevins Branch operation. As of December 31, 2015, the Partnership removed the assets and liabilities related to this mining complex,
which resulted in a gain of $1.2 million that was record in the asset impairment and related charges line of the consolidated
statements of operations and comprehensive income. In addition, as of December 31, 2015, the Partnership removed the approximately
$2.3 million of remaining assets and any related liabilities that had been previously classified as held for sale on its consolidated
statements of financial position.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Asset
Impairments-2014
Due
to the prolonged weakness in the U.S. coal markets and the dim prospects for an upturn in the coal markets in the near term, in
the fourth quarter of 2014, the Partnership performed a comprehensive review of its current coal mining operations as well as
potential future development projects to ascertain any potential impairment losses. The Partnership’s appointment of new
executive management in the fourth quarter of 2014 and the Partnership’s annual budgeting process in the fourth quarter
of 2014 led to some changes in the Partnership’s strategic views. The Partnership identified various properties, projects
and operations that were potentially impaired based upon changes in its strategic plans, market conditions or other factors. The
Partnership recorded approximately $45.3 million of asset impairment and related charges for the year ended December 31, 2014,
which is recorded on the Asset impairment and related charges line of the consolidated statements of operations and comprehensive
income. As discussed in Note 3, the Partnership also recorded an impairment charge of $5.9 million related to the Rhino Eastern
joint venture that is recorded on the Equity in net (loss)/income of unconsolidated affiliates line of the consolidated statements
of operations and comprehensive income. The major components that comprise this total asset impairment and related charges are
described below.
Red
Cliff Project
The
Partnership controls certain mineral rights and related surface land located eleven miles north of Loma, Colorado (referred to
as the “Red Cliff” property). The Partnership had been working with the U.S. Bureau of Land Management (“BLM”)
agency since 2005 on an environmental impact statement report (“EIS report”) that was required to be completed before
the Partnership could move forward with the development and permitting of a mining project on the Red Cliff property. The Partnership
capitalized the cost associated with the ongoing EIS report process as mine development costs, which had accumulated to approximately
$11.2 million at December 31, 2014. In addition, the Partnership invested approximately $11.0 million to acquire land for the
purpose of building a rail spur to the property and also purchased certain land tracts at a cost of approximately $5.0 million
for the purpose of constructing a rail load-out facility. At December 31, 2014, the Partnership had a carrying amount of approximately
$16.2 million for the purchased land and approximately $2.0 million for mineral rights associated with a lease of coal reserves
with the BLM. These amounts are in addition to the $11.2 million of mine development cost discussed above. Additionally, the Partnership
had $0.3 million of accrued liabilities in BLM refunds related to the Red Cliff EIS report. In summary, the Partnership had total
carrying costs of approximately $29.1 million for the Red Cliff property at December 31, 2014 that was included in the Partnership’s
Rhino Western segment. In early 2010, the Partnership had a detailed mine development study performed for the Red Cliff property
by an independent third party, which estimated the total cost to build out the project would be approximately $420 million once
the EIS report was finalized.
The
EIS report outlines the environmental effects a potential project would have on the affected area. An initial EIS report was issued
for public comment and review in 2009, which received over 20,000 comments in the 90-day comment period. Based on the volume of
comments received on the initial report, the BLM decided that the EIS report process needed to be restarted. The Partnership agreed
to restart the EIS report and the first two chapters of the EIS report were completed and work
on
chapters three and four was ready to begin in November 2014. Chapters three and four of the EIS report involve the costlier portion
of report project since this includes detailed studies of the impacts to air quality, wildlife, etc. Up to the fourth quarter
of 2014, the Partnership had decided to continue with the EIS report despite the prolonged weakness in the coal markets. However,
the decision was made by the Partnership’s executive management to limit capital spending on all projects due to the weak
coal market conditions that had adversely affected the Partnership’s financial results during 2014. Thus, due to the lack
of progress in getting the EIS report finalized, the amount of money spent on the project to date, the impending higher costs
to be incurred on the next phase of the EIS report and the desire to limit capital spending on certain projects due to the ongoing
weakness in the coal markets, the Partnership decided to suspend the EIS report process in November 2014. Based on the fact pattern
described above, the Partnership determined at December 31, 2014 that it would not pursue the development of the Red Cliff property
and the related assets would be abandoned or sold for current market value.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Since
the Partnership reached a decision to abandon the potential development of the Red Cliff asset group at December 31, 2014, the
Partnership evaluated the assets for impairment in accordance with applicable accounting guidelines. The Partnership determined
that the mine development costs and mineral rights could not be sold to a third party, so the Partnership recorded an asset impairment
loss of $13.2 million for the year ended December 31, 2014 for these assets, which represented the write down of the previous
carrying value of these assets to zero. The land related to the Red Cliff project was recorded at fair value (based on a third
party appraisal) less costs to sell for a total net fair value of approximately $6.9 million since the Partnership had committed
to a plan to sell these assets, which resulted in an additional asset impairment charge of $9.3 million. In total, after netting
the $0.3 million of BLM refunds that will not be repaid due to abandoning the EIS report process, the Partnership recorded asset
impairment and related charges of $22.2 million related to its Red Cliff assets at December 31, 2014. The $6.9 million of land
is recorded on the Non-current assets held for sale line of the Partnership’s consolidated statements of financial position.
Rich
Mountain Property
In
June 2011, the Partnership acquired coal mineral rights in Randolph and Upshur Counties, West Virginia for approximately $7.5
million (referred to as the “Rich Mountain” property). These development stage properties were unpermitted and contained
no infrastructure. The Partnership conducted a core drilling program on the Rich Mountain property after it was purchased and
determined the property contained an estimated 8.2 million tons of proven and probable underground metallurgical coal reserves.
The Partnership capitalized the cost associated with its core drilling as mine development costs and the total value in property,
plant and equipment for the Rich Mountain property was $8.3 million at December 31, 2014. The Partnership included this property
in its Other category for segment reporting purposes since it was undeveloped.
The
ongoing deterioration in the metallurgical coal markets has resulted in weak demand and historically low prices for this quality
of coal. In the fourth quarter of 2014, the Partnership reassessed its strategy for these mineral rights and determined that it
was not economical to develop this small coal reserve given the cost of building the required infrastructure. Although the Partnership
did not have an active marketing strategy for the Rich Mountain property, the Partnership contacted a third
party
coal company with current operations in the general area of the Rich Mountain property to determine if there would be any interest
in acquiring these mineral rights. Repeated attempts to obtain a non-binding price quote for the Rich Mountain mineral rights
from this or other third parties resulted in no indicative bids being offered. Based on the factors discussed above, the Partnership
determined at December 31, 2014 that it would not pursue the development of the Rich Mountain property and the related assets
would be abandoned.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
In
accordance with applicable accounting guidelines, the Partnership reviewed its Rich Mountain assets as of December 31, 2014 for
any impairment indicators that may have been present for this long-lived asset group. Since the Partnership reached a decision
to abandon the potential development of this asset group, the Partnership recorded an asset impairment loss of $8.3 million for
the year ended December 31, 2014, which represented the write down of the previous carrying value of this asset group to zero.
The Partnership determined the Rich Mountain assets had zero value since the Partnership could not solicit any financial bid for
the Rich Mountain assets and the Partnership does see any alternative uses of the mineral right assets in their current state
to generate value.
Bevins
Branch Operation
The
Partnership had a steam coal surface mine operation in eastern Kentucky, referred to as Bevins Branch, in its Central Appalachia
segment that was idled during mid-2014 as that location’s contract with its single customer expired at that time. The Partnership
actively attempted to market the coal from this operation to potential new customers and had maintained the mine so that production
could resume in a relatively short time period whenever new customers could be secured. The Partnership had unsuccessfully been
able to market the coal from this operation as the coal markets had been especially weak for coal from Central Appalachia and
the lower quality of coal from the Bevins Branch operation proved especially difficult to market. As the Partnership found it
difficult to market the quality of coal found at this mine in the current market place, the Partnership initiated negotiations
in October 2014 with a third party for the potential sale of the Bevins Branch operation. At December 31, 2014, the Partnership
received a letter of intent from the third party interested in the Bevins Branch operation to accept ownership of this operation,
including its related reclamation obligations. In May 2015, the Partnership finalized a contractual agreement with the third party
to assume the Bevins Branch operation. The contractual agreement had the third party assume the Bevins Branch operation where
the only financial compensation the Partnership received is a future override royalty and the assumption of the reclamation obligations
by the buyer. The closing of the transaction also allowed the Partnership to avoid the ongoing maintenance costs of this operation.
The
Partnership reviewed the Bevins Branch operation as of December 31, 2014 in accordance with the accounting guidance for
long-lived asset impairment. Since the Partnership received a letter of intent at December 31, 2014 to transfer this
operation to a third party, the Partnership determined this asset group should be written down to an estimated fair value of
approximately $2.4 million, which equates to the estimated fair value of the future royalty of approximately $0.2 million and
the benefit to be recognized of transferring the reclamation obligations of approximately $2.2 million. Based on this
analysis, the Partnership recorded total asset impairment and related charges of $8.3 million for the Bevins Branch operation
for the year ended December 31, 2014. The total asset impairment and related charges include approximately $1.7 million for
the write-off of advanced royalty balances related
to
the Bevins Branch operation that the Partnership does not expect to recover in the future. The Partnership also recorded an $6.6
million write-down of mineral value and mine development costs to the estimated fair value of $2.4 million of the royalty asset
and benefit from transferring the reclamation obligations.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
6.
PROPERTY, PLANT AND EQUIPMENT (Continued)
Other
Asset Impairments
As
of December 31, 2014, the Partnership also performed a comprehensive review of its other mining operations, primarily in Central
Appalachia since this region had experienced the most extensive downturn in the coal markets, to determine if any other assets
might be potentially impaired. The Partnership’s review resulted in an additional $6.5 million of asset impairment and related
charges, with $3.2 million related to mineral rights, $1.8 million of mine development costs and $1.5 million of advanced royalties
that the Partnership did not expect to recover. The majority of these additional charges, approximately $4.9 million, related
to low quality steam coal operations in Central Appalachia that the Partnership determined were uneconomical to mine due to the
ongoing downturn in the markets for this quality of coal. The remaining $1.5 million primarily related to advanced royalties that
the Partnership did not expect to recover at its Central Appalachia operations, which were determined as part of the Partnership’s
strategic reviews that were conducted in the fourth quarter of 2014.
7.
GOODWILL AND INTANGIBLE ASSETS
ASC
Topic 350 addresses financial accounting and reporting for goodwill and other intangible assets subsequent to their acquisition.
Under the provisions of ASC Topic 350, goodwill and other intangible assets with indefinite useful lives are not amortized but
instead tested for impairment at least annually. The Partnership reviews finite-lived intangible assets for impairment whenever
events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Intangible
assets of the Partnership as of December 31, 2015 consisted of the following:
Intangible Asset
|
|
Gross Carrying Amount
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Amount
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
Patent
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Developed Technology
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Trade Name
|
|
|
184
|
|
|
|
42
|
|
|
|
142
|
|
Customer List
|
|
|
470
|
|
|
|
107
|
|
|
|
363
|
|
Total
|
|
$
|
654
|
|
|
$
|
149
|
|
|
$
|
505
|
|
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
7.
GOODWILL AND INTANGIBLE ASSETS (Continued)
Intangible
assets of the Partnership as of December 31, 2014 consisted of the following:
Intangible Asset
|
|
Gross Carrying Amount
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Amount
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
Patent
|
|
$
|
728
|
|
|
$
|
250
|
|
|
$
|
478
|
|
Developed Technology
|
|
|
78
|
|
|
|
27
|
|
|
|
51
|
|
Trade Name
|
|
|
184
|
|
|
|
33
|
|
|
|
151
|
|
Customer List
|
|
|
470
|
|
|
|
83
|
|
|
|
387
|
|
Total
|
|
$
|
1,460
|
|
|
$
|
393
|
|
|
$
|
1,067
|
|
The
Partnership had a licensing agreement with a third party that was attempting to develop a commercially viable roof bolt product
that utilized the intellectual property of the Partnership’s patent and developed technology assets. In the fourth quarter
of 2015, the third party notified the Partnership that they would not renew the licensing agreement and pursue the development
of the product that would utilize the Partnership’s patent and developed technology. Based on the third party’s decision
to discontinue the license agreement, the Partnership performed an impairment analysis of its patent and developed technology
intangible assets. This analysis determined these intangible assets had no realizable value since the Partnership could not market
these asset to another third party for development and the Partnership could not internally develop a product utilizing the technology
of these intangible assets. As of December 31, 2015, the Partnership recorded an impairment charge of approximately $0.5 million
to reduce the carrying amount of its patent and developed technology intangible assets to zero. The impairment charge for the
intangible assets is recorded on the Asset impairment and related charges line of the consolidated statements of operations and
comprehensive income.
The
Partnership considers the trade name and customer list intangible assets to have a useful life of twenty years. These intangible
assets are amortized over their useful life on a straight line basis. Amortization expense for the years ended December 31, 2015
and 2014 is included in the depreciation, depletion and amortization table included in Note 6.
The
future total amortization expense for each of the five succeeding years related to intangible assets that are currently recorded
in the consolidated statement of financial position is estimated to be as follows at December 31, 2015:
|
|
Trade Name
|
|
|
Customer List
|
|
|
Total
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
2016
|
|
$
|
9
|
|
|
$
|
23
|
|
|
$
|
32
|
|
2017
|
|
|
9
|
|
|
|
23
|
|
|
|
32
|
|
2018
|
|
|
9
|
|
|
|
23
|
|
|
|
32
|
|
2019
|
|
|
9
|
|
|
|
23
|
|
|
|
32
|
|
2020
|
|
|
9
|
|
|
|
23
|
|
|
|
32
|
|
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
8.
OTHER NON-CURRENT ASSETS
Other
non-current assets as of December 31, 2015 and 2014 consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in thousands)
|
|
Deposits and other
|
|
$
|
138
|
|
|
$
|
347
|
|
Debt issuance costs—net
|
|
|
—
|
|
|
|
1,513
|
|
Non-current receivable
|
|
|
23,908
|
|
|
|
14,237
|
|
Note receivable
|
|
|
2,000
|
|
|
|
—
|
|
Deferred expenses
|
|
|
261
|
|
|
|
313
|
|
Total
|
|
$
|
26,307
|
|
|
$
|
16,410
|
|
As
of December 31, 2015 and 2014, the non-current receivable balance of $23.9 million and $14.2 million, respectively, consisted
of the amount due from the Partnership’s workers’ compensation and black lung insurance providers for potential claims
that are the primary responsibility of the Partnership, but are covered under the Partnership’s insurance policies. See
Note 12 for a discussion of the $23.9 million and $14.2 million that is also recorded in the Partnership’s other non-current
workers’ compensation liabilities.
9.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued
expenses and other current liabilities as of December 31, 2015 and 2014 consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in thousands)
|
|
Payroll, bonus and vacation expense
|
|
$
|
1,447
|
|
|
$
|
2,876
|
|
Non-income taxes
|
|
|
3,774
|
|
|
|
4,323
|
|
Royalty expenses
|
|
|
1,566
|
|
|
|
1,772
|
|
Accrued interest
|
|
|
575
|
|
|
|
385
|
|
Health claims
|
|
|
817
|
|
|
|
1,270
|
|
Workers’ compensation & pneumoconiosis
|
|
|
1,150
|
|
|
|
1,500
|
|
Deferred revenues
|
|
|
2,260
|
|
|
|
4,050
|
|
Accrued insured litigation claims
|
|
|
266
|
|
|
|
489
|
|
Other
|
|
|
2,247
|
|
|
|
669
|
|
Total
|
|
$
|
14,102
|
|
|
$
|
17,334
|
|
The
$2.3 million deferred revenue balance as of December 31, 2015 decreased compared to the $4.1 million balance as of December 31,
2014 due to adverse coal market conditions in Central Appalachia during 2015 that affected lessees at the Partnership’s
Elk Horn coal leasing operation. The $0.3 million and $0.5 million accrued for insured litigation claims as of December 31, 2015
and 2014, respectively, consists of probable and estimable litigation claims that are the primary obligation of the Partnership.
The amount accrued for litigation claims decreased due to the settlement of various
litigation
claims during the year ended December 31, 2015. This amount is also due from the Partnership’s insurance providers and is
included in Accounts receivable, net of allowance for doubtful accounts on the Partnership’s consolidated statements of
financial position. The Partnership presents this amount on a gross asset and liability basis as a right of setoff does not exist
per the accounting guidance in ASC Topic 210. This presentation has no impact on the Partnership’s results of operations
or cash flows.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
10.
DEBT
Debt
as of December 31, 2015 and 2014 consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in thousands)
|
|
Senior secured credit facility with PNC Bank, N.A.
|
|
$
|
41,200
|
|
|
$
|
54,450
|
|
Other notes payable
|
|
|
2,874
|
|
|
|
2,982
|
|
Total
|
|
|
44,074
|
|
|
|
57,432
|
|
Less current portion
|
|
|
(41,479
|
)
|
|
|
(210
|
)
|
Long-term debt
|
|
$
|
2,595
|
|
|
$
|
57,222
|
|
Senior
Secured Credit Facility with PNC Bank, N.A.
—On July 29, 2011, the Operating Company and the Partnership, as a guarantor,
executed an amended and restated senior secured credit facility with PNC Bank, N.A., as administrative agent, and a group of lenders,
which are parties thereto. The maximum availability under the amended and restated credit facility was $300.0 million, with a
one-time option to increase the availability by an amount not to exceed $50.0 million. Of the $300.0 million, $75.0 million was
available for letters of credit. As described below, in March 2016, December 2015, April 2015 and March 2014, the amended and
restated credit facility was amended and the borrowing capacity under the facility was reduced to $80.0 million, with the amount
available for letters of credit reduced to $30 million. Borrowings under the facility bear interest based upon the current PRIME
rate plus an applicable margin of 3.50%. As part of the agreement, the Operating Company is required to pay a commitment fee on
the unused portion of the borrowing availability equal to 1.0%. Borrowings on the amended and restated senior secured credit facility
are collateralized by all the unsecured assets of the Partnership. The amended and restated senior secured credit facility requires
the Partnership to maintain certain minimum financial ratios and contains certain restrictive provisions, including among others,
restrictions on making loans, investments and advances, incurring additional indebtedness, guaranteeing indebtedness, creating
liens, and selling or assigning stock. The Partnership was in compliance with all covenants contained in the amended and restated
senior secured credit facility as of and for the twelve-month period ended December 31, 2015. The amended and restated senior
secured credit facility is set to expire in July 2016.
In
March 2014, the Partnership entered into a second amendment of its amended and restated senior secured credit facility with PNC
Bank, N.A., as administrative agent, and a group of lenders, which are parties thereto. This second amendment permitted the Partnership
to sell certain assets to Gulfport, as described in Note 4, which previously constituted a portion of the collateral under the
amended and restated senior secured credit facility. This second amendment also reduced the borrowing capacity under the amended
and restated senior secured credit facility to a maximum of $200 million and altered the maximum leverage ratio. In addition,
the second amendment adjusted the maximum investments (other than by the Partnership) in hydrocarbons, hydrocarbon interests and
assets and activities related to hydrocarbons, in each case, excluding coal, in an aggregate amount not to exceed $50 million.
As part of executing the second amendment to the amended and restated senior secured credit facility, the Operating Company paid
a fee of approximately $0.1 million to the lenders in March 2014, which was recorded in Debt issuance costs in Other non-current
assets on the Partnership’s consolidated statements of financial position and in Cash flows (used in) financing activities
in the Partnership’s consolidated statements of cash flows. In addition, the Partnership recorded a non-cash charge of approximately
$1.1 million to write-off a portion of its unamortized debt issuance costs since the second amendment reduced the borrowing capacity
under the amended and restated senior secured credit facility, which was recorded in Interest expense on the Partnership’s
consolidated statements of operations and comprehensive income.
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
10.
DEBT (Continued)
In
April 2015, the Partnership entered into a third amendment of its amended and restated senior secured credit facility. The third
amendment extended the expiration date of the amended and restated credit agreement to July 2017. The extension is contingent
upon (i) the Partnership’s leverage ratio being less than or equal to 2.75 to 1.0 and (ii) the Partnership having liquidity
greater than or equal to $15 million, in each case for either the quarter ending December 31, 2015 or March 31, 2016. If both
of these conditions are not satisfied for one of the periods, the expiration date of the amended and restated credit agreement
will revert to July 2016. See Note 1 for further discussion regarding the extension of the expiration date of the credit agreement.
The third amendment also reduced the borrowing commitment under the credit facility to a maximum of $100 million and reduced the
amount available for letters of credit to $50 million. The third amendment also provides that the disposition of any assets by
the Partnership consisting of net cash proceeds up to an aggregate $35 million shall reduce the total commitment under the facility
on a dollar-for-dollar basis by up to a total of $10 million, and any dispositions of assets in excess of $35 million in the aggregate
shall reduce the commitment under the facility on a dollar-for-dollar basis. The third amendment changed the maximum leverage
ratio to 3.75 to 1.0 through September 30, 2015. The maximum leverage ratio decreases to 3.5 to 1.0 from October 1, 2015 through
December 31, 2015 and then decreases to 3.25 to 1.0 from January 1, 2016 through March 31, 2016. The maximum leverage ratio decreases
to 3.0 to 1.0 after March 31, 2016. Notwithstanding the above, the leverage ratio shall be reduced by 0.25 for every $10 million
of gross cash proceeds received by the Partnership from the sale of any assets; provided, however, that in no event shall the
maximum permitted leverage ratio be reduced below 3.0 to 1.0. The third amendment limits the Partnership’s quarterly distributions
to a maximum of $0.035 per unit unless (i) the pro forma leverage ratio of the Partnership, immediately prior to and after giving
effect to such distribution, is less than or equal to 3.0 to 1.0 and (ii) the amount of borrowings available under the credit
facility, immediately prior to and after giving effect to such distribution, is at least $20 million. In addition, the third amendment
removed the interest coverage ratio covenant and replaced it with a minimum fixed charge coverage ratio, which consists of the
ratio of consolidated EBITDA minus maintenance capital expenditures to fixed charges. Fixed charges are defined in the third amendment
to include the sum of cash interest expense, scheduled principal installments on indebtedness (as adjusted for prepayments), dividends
and distributions. Commencing with the quarter ended September 30, 2015, the fixed charge coverage ratio for the trailing four
quarters must be a minimum of 1.1 to 1.0. The third amendment also limits any investments made by the Partnership, including investments
in hydrocarbons, to $10 million provided that the leverage ratio is less than or equal to 3.0 to 1.0 and the borrowers’
available liquidity is at least $20 million. The third amendment does not permit the Partnership to issue any new equity of the
Partnership unless the proceeds of such equity issuance are used to reduce the outstanding borrowings under the facility. Issuances
of equity under the Partnership’s long-term incentive plan are excluded from this requirement. The third amendment limits
the amount of the Partnership’s capital expenditures to $20.0 million for fiscal year 2015 and limited capital expenditures
to $27.5 million for each fiscal year after 2015. However, to the extent that capital expenditures for any fiscal year are less
than indicated above, the Partnership may increase the following year’s capital expenditures by the lesser of such unused
amount or $5.0 million. As part of executing the third amendment to the amended and restated senior secured credit facility, the
Operating Company paid a fee of approximately $2.1 million to the lenders in April 2015, which was recorded in Debt issuance costs
in Other non-current assets on the Partnership’s consolidated statements of financial position. In addition, the Partnership
recorded a non-cash charge of approximately $0.2 million to write-off a portion of its unamortized debt issuance costs since the
third amendment reduced the borrowing commitment under the amended and restated senior secured credit facility, which was recorded
in Interest expense on the Partnership’s consolidated statements of operations and comprehensive income.
From
the date of the third amendment in April 2015 of the amended and restated senior secured credit facility through December 31,
2015, the Partnership received gross proceeds from asset sales of approximately $14.3 million. Per the terms of the third amendment
of the amended and restated senior secured credit facility described above for gross proceeds from asset sales in excess of $10
million but less than $35 million, the borrowing commitment under the credit facility was reduced to a maximum of $90 million
and the maximum permitted leverage ratio decreased to 3.25 to 1.0 as of December 31, 2015.
On
March 17, 2016, the Operating Company entered into an amendment (the “Fourth Amendment”) of its amended and restated
senior secured credit facility. The Fourth Amendment amends the definition of change of control in the amended and restated credit
agreement to permit Royal to purchase the membership interests of the General Partner and sets the expiration date of the facility
at July 2016. The Fourth Amendment reduces the borrowing capacity under the credit facility to a maximum of $80 million and reduces
the amount available for letters of credit to $30 million. The Fourth Amendment eliminates the option to borrow funds utilizing
the LIBOR rate plus an applicable margin and establishes the borrowing rate for all borrowings under the facility to be based
upon the current PRIME rate plus an applicable margin of 3.50%. The Fourth Amendment eliminates the capability to make Swing Loans
under the facility and eliminates the ability of the Partnership to pay distributions to its common or subordinated unitholders.
The Fourth Amendment alters the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve
month basis, to 6.75 to 1.00. The leverage ratio shall be reduced by 0.50 to 1.00 for every $10 million of net cash proceeds,
in the aggregate, received by the Partnership after the date of the Fourth Amendment from a liquidity event; provided, however,
that in no event shall the maximum permitted leverage ratio be reduced below 3.00 to 1.00. A liquidity event is defined in the
Fourth Amendment as the issuance of any equity by the Partnership on or after the Fourth Amendment effective date (other than
the Royal equity contribution discussed above), or the disposition of any assets by the Partnership. The Fourth Amendment requires
the Partnership to maintain minimum liquidity of $5 million and minimum EBITDA, calculated as of the end of the most recent month,
on a trailing twelve month basis, of $8 million. The Fourth Amendment limits the amount of the Partnership’s capital expenditures
to $15 million, calculated as of end of the most recent month, on a trailing twelve month basis. The Fourth Amendment requires
the Partnership to provide monthly financial statements and a weekly rolling thirteen week cash flow forecast to the administrative
agent.
Table
of Contents
RHINO
RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
At
December 31, 2015, the Operating Company had borrowed $36.0 million at a variable interest rate of LIBOR plus 4.50% (4.70% at
December 31, 2015) and an additional $5.2 million at a variable interest rate of PRIME plus 3.50% (7.00% at December 31, 2015).
In addition, the Operating Company had outstanding letters of credit of $27.4 million at a fixed interest rate of 4.50% at December
31, 2015. Based upon a maximum borrowing capacity of 3.25 times a trailing twelve-month EBITDA calculation (as defined in the
credit agreement), the Operating Company had not used $1.1 million of the borrowing availability at December 31, 2015.
For
the year ended December 31, 2014, the Partnership capitalized interest costs of approximately $0.1 million, which was related
to the construction of its Pennyrile mine in western Kentucky. The Partnership did not capitalize any interest costs during the
year ended December 31, 2015.
Principal
payments on long-term debt due subsequent to December 31, 2015 are as follows:
|
|
in thousands
|
|
2016
|
|
$
|
41,479
|
|
2017
|
|
|
240
|
|
2018
|
|
|
257
|
|
2019
|
|
|
275
|
|
2020
|
|
|
295
|
|
Thereafter
|
|
|
1,528
|
|
Total principal payments
|
|
$
|
44,074
|
|
Table
of Contents
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
11.
ASSET RETIREMENT OBLIGATIONS
The
changes in asset retirement obligations for the years ended December 31, 2015 and 2014 are as follows:
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in thousands)
|
|
Balance at beginning of period (including current portion)
|
|
$
|
29,883
|
|
|
$
|
34,451
|
|
Accretion expense
|
|
|
2,082
|
|
|
|
2,281
|
|
Adjustment resulting from addition of property
|
|
|
1,235
|
|
|
|
—
|
|
Adjustment resulting from disposal of property(1)
|
|
|
(6,861
|
)
|
|
|
(2,310
|
)
|
Adjustments to the liability from annual recosting and other
|
|
|
(2,078
|
)
|
|
|
(1,324
|
)
|
Reclassification to held for sale
|
|
|
—
|
|
|
|
(2,250
|
)
|
Liabilities settled
|
|
|
(514
|
)
|
|
|
(965
|
)
|
Balance at end of period
|
|
|
23,747
|
|
|
|
29,883
|
|
Less current portion of asset retirement obligation
|
|
|
(767
|
)
|
|
|
(1,431
|
)
|
Long-term portion of asset retirement obligation
|
|
$
|
22,980
|
|
|
$
|
28,452
|
|
(1)
The ($6.9) million adjustment for the year ended December 31, 2015 relates to the sale of the Partnership’s Deane
mining complex discussed in Note 6. The ($2.3) million adjustment for the year ended December 31, 2014 primarily relates to
the transfer of certain mining permits to a third party that relieved the Partnership of the asset retirement obligations
related to these permits.
12.
WORKERS’ COMPENSATION AND BLACK LUNG
Certain
of the Partnership’s subsidiaries are liable under federal and state laws to pay workers’ compensation and coal workers’
black lung benefits to eligible employees, former employees and their dependents. The Partnership currently utilizes an insurance
program and state workers’ compensation fund participation to secure its on-going obligations depending on the location
of the operation. Premium expense for workers’ compensation benefits is recognized in the period in which the related insurance
coverage is provided.
The
Partnership’s black lung benefit liability is calculated using the service cost method that considers the calculation of
the actuarial present value of the estimated black lung obligation. The Partnership’s actuarial calculations using the service
cost method for its black lung benefit liability are based on numerous assumptions including disability incidence, medical costs,
mortality, death benefits, dependents and interest rates. The Partnership’s liability for traumatic workers’ compensation
injury claims is the estimated present value of current workers’ compensation benefits, based on actuarial estimates. The
Partnership’s actuarial estimates for its workers’ compensation liability are based on numerous assumptions including
claim development patterns, mortality, medical costs and interest rates. The discount rate used to calculate the estimated present
value of future obligations for black lung was 4.0% for December 31, 2015 and 2014 and for workers’ compensation was 2.0%
at December 31, 2015 and 2014.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
12.
WORKERS’ COMPENSATION AND BLACK LUNG (Continued)
The
black lung and workers’ compensation expenses for the years ended December 31, 2015 and 2014 are as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Black
lung benefits:
|
|
|
|
|
|
|
|
Service
cost
|
|
$
|
(991
|
)
|
$
|
1,040
|
|
Interest
cost
|
|
|
397
|
|
|
357
|
|
Actuarial
loss/(gain)
|
|
|
—
|
|
|
1,625
|
|
Total
black lung
|
|
|
(594
|
)
|
|
3,022
|
|
Workers’
compensation expense
|
|
|
4,334
|
|
|
1,197
|
|
Total
expense
|
|
$
|
3,740
|
|
$
|
4,219
|
|
The
changes in the black lung benefit liability for the years ended December 31, 2015 and 2014 are as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Benefit
obligations at beginning of year
|
|
$
|
10,033
|
|
$
|
7,251
|
|
Service
cost
|
|
|
(991
|
)
|
|
1,040
|
|
Interest
cost
|
|
|
397
|
|
|
357
|
|
Actuarial
loss/(gain)
|
|
|
—
|
|
|
1,625
|
|
Benefits
and expenses paid
|
|
|
(214
|
)
|
|
(240
|
)
|
Benefit
obligations at end of year
|
|
$
|
9,225
|
|
$
|
10,033
|
|
The
classification of the amounts recognized for the Partnership’s workers’ compensation and black lung benefits liability
as of December 31, 2015 and 2014 are as follows:
|
|
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Black
lung claims
|
|
$
|
9,225
|
|
$
|
10,033
|
|
Insured
black lung and workers’ compensation claims
|
|
|
23,907
|
|
|
14,237
|
|
Workers’
compensation claims
|
|
|
6,210
|
|
|
5,172
|
|
Total
obligations
|
|
$
|
39,342
|
|
$
|
29,442
|
|
Less
current portion
|
|
|
(1,150
|
)
|
|
(1,500
|
)
|
Non-current
obligations
|
|
$
|
38,192
|
|
$
|
27,942
|
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
12.
WORKERS’ COMPENSATION AND BLACK LUNG (Continued)
The
balance for insured black lung and workers’ compensation claims as of December 31, 2015 and 2014 consisted of $23.9 million
and $14.2 million, respectively, that is the primary obligation of the Partnership, but this amount is also due from the
Partnership’s insurance providers, which is included in Note 8 as non-current receivables, based on the Partnership’s
workers’ compensation insurance coverage. The increase in the 2015 balance compared to 2014 is primarily due to an expected
increase in the frequency and success of entitlement claims for black lung exposure, which the Partnership believes is due to
the Patient Protection and Affordable Care Act. The Partnership presents this amount on a gross asset and liability basis since
a right of setoff does not exist per the accounting guidance in ASC Topic 210. This presentation has no impact on the Partnership’s
results of operations or cash flows.
13.
EMPLOYEE BENEFITS
Postretirement
Plan
—In conjunction with the acquisition of the coal operations of American Electric Power on April 16, 2004,
the Operating Company acquired a postretirement benefit plan providing healthcare to eligible employees at its Hopedale operations.
The Partnership has no other postretirement plans.
On
December 10, 2015, the Partnership notified the employees at its Hopedale operations that healthcare benefits from the postretirement
benefit plan would cease on January 31, 2016. The negative plan amendment that arose on December 10, 2015 resulted in
an approximate $6.5 million prior service cost benefit. The Partnership is amortizing the prior service cost benefit over
the remaining term of the benefits to be provided until January 31, 2016. For the year ended December 31, 2015, the
Partnership recognized a benefit of approximately $2.6 million from the plan amendment in the Cost of operations line of
the consolidated statements of operations and comprehensive income. The remaining $3.9 million benefit from the plan amendment
will be recognized in the first quarter of 2016.
Summaries
of the changes in benefit obligations and funded status of the plan as of the measurement dates of December 31, 2015 and
2014 are as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Benefit
obligation at beginning of period
|
|
$
|
6,648
|
|
$
|
6,120
|
|
Changes
in benefit obligations:
|
|
|
|
|
|
|
|
Service
costs
|
|
|
254
|
|
|
297
|
|
Interest
cost
|
|
|
191
|
|
|
236
|
|
Benefits
paid
|
|
|
(217
|
)
|
|
(495
|
)
|
Plan
amendment
|
|
|
(6,503
|
)
|
|
—
|
|
Actuarial
loss/(gain)
|
|
|
(328
|
)
|
|
490
|
|
Benefit
obligation at end of period
|
|
$
|
45
|
|
$
|
6,648
|
|
Fair
value of plan assets at end of period
|
|
$
|
—
|
|
$
|
—
|
|
Funded
status
|
|
$
|
(45
|
)
|
$
|
(6,648
|
)
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
13.
EMPLOYEE BENEFITS (Continued)
The
classification of net amounts recognized for postretirement benefits as of December 31, 2015 and 2014 are as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Current
liability—postretirement benefits
|
|
$
|
(45
|
)
|
$
|
(425
|
)
|
Non-current
liability—postretirement benefits
|
|
|
—
|
|
|
(6,223
|
)
|
Net
amount recognized
|
|
$
|
(45
|
)
|
$
|
(6,648
|
)
|
The
amounts recognized in accumulated other comprehensive income for the years ended December 31, 2015 and 2014 are as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Balance
at beginning of year
|
|
$
|
1,373
|
|
$
|
2,231
|
|
Actuarial
(loss)/gain
|
|
|
328
|
|
|
(490
|
)
|
Prior
service (cost)/gain to be amortized
|
|
|
3,876
|
|
|
—
|
|
Amortization
of net actuarial gain
|
|
|
(782
|
)
|
|
(368
|
)
|
Net
actuarial gain
|
|
$
|
4,795
|
|
$
|
1,373
|
|
The
amounts reclassified from accumulated other comprehensive income to Cost of operations in the Partnership’s consolidated
statements of operations for the years ended December 31, 2015 and 2014 was $3.4 million (inclusive of the $2.6 million
benefit from the negative plan amendment described above) and $0.4 million, respectively.
|
|
December 31,
|
|
|
|
2015
|
|
2014
|
|
Weighted
Average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
Discount
rate
|
|
|
n/a
|
|
|
3.15
|
%
|
Expected
return on plan assets
|
|
|
n/a
|
|
|
n/a
|
|
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
Weighted
Average assumptions used to determine periodic benefit cost:
|
|
|
|
|
|
|
|
Discount
rate(1)
|
|
|
3.15
|
%
|
|
3.96
|
%
|
Expected
return on plan assets
|
|
|
n/a
|
|
|
n/a
|
|
Rate
of compensation increase
|
|
|
n/a
|
|
|
n/a
|
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
13.
EMPLOYEE BENEFITS (Continued)
The
components of net periodic benefit cost for the years ended December 31, 2015 and 2014 are as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Service
costs
|
|
$
|
254
|
|
$
|
297
|
|
Interest
cost
|
|
|
191
|
|
|
236
|
|
Amortization
of prior service cost
|
|
|
(2,626
|
)
|
|
—
|
|
Amortization
of (gain)
|
|
|
(782
|
)
|
|
(368
|
)
|
Benefit
cost
|
|
$
|
(2,963
|
)
|
$
|
165
|
|
Amounts
expected to be amortized from accumulated other comprehensive income into net periodic benefit cost during the year ending December 31,
2016, are as follows:
|
|
(in
thousands)
|
|
Net
actuarial gain
|
|
$
|
4,795
|
|
401(k)
Plans
—The Partnership and certain subsidiaries sponsor defined contribution savings plans for all employees. Under
one defined contribution savings plan, the Partnership matches voluntary contributions of participants up to a maximum contribution
based upon a percentage of a participant’s salary with an additional matching contribution possible at the Partnership’s
discretion. The expense under these plans for the years ended December 31, 2015 and 2014 was as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
401(k)
plan expense
|
|
$
|
2,027
|
|
$
|
2,227
|
|
14.
EQUITY-BASED COMPENSATION
In
October 2010, the General Partner established the Rhino Long-Term Incentive Plan (the “Plan” or “LTIP”).
The Plan is intended to promote the interests of the Partnership by providing to employees, consultants and directors of the General
Partner, the Partnership or affiliates of either incentive compensation awards to encourage superior performance. The LTIP provides
for grants of restricted units, unit options, unit appreciation rights, phantom units, unit awards, and other unit-based awards.
The aggregate number of units initially reserved for issuance under the LTIP is 2,479,400.
As
of December 31, 2015, the General Partner had granted phantom units to certain employees and restricted units and unit awards
to its directors. These grants consisted of annual restricted unit awards to directors and phantom unit awards with tandem distribution
equivalent rights (“DERs”) granted in the first quarter of each year since 2012 to certain employees in connection
with the prior fiscal year’s performance. The DERs consist of rights to accrue quarterly cash distributions in an amount
equal to the cash distribution the Partnership makes to unitholders during the vesting period.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
14.
EQUITY-BASED COMPENSATION (Continued)
These
awards are subject to service based vesting conditions and any accrued distributions will be forfeited if the related awards fail
to vest according to the relevant service based vesting conditions. The phantom units granted to certain employees vest in equal
annual installments over a three year period from the date of grant. A summary of non-vested LTIP awards as of and for the years
ended December 31, 2015 and 2014 is as follows:
|
|
Common
Units
|
|
Weighted
Average
Grant Date
Fair Value
(per unit)
|
|
|
|
(in
thousands)
|
|
Non-vested
awards at December 31, 2013
|
|
|
55
|
|
$
|
14.63
|
|
Granted
|
|
|
46
|
|
$
|
12.32
|
|
Vested
|
|
|
(34
|
)
|
$
|
13.95
|
|
Forfeited
|
|
|
(16
|
)
|
$
|
13.01
|
|
Non-vested
awards at December 31, 2014
|
|
|
51
|
|
$
|
13.50
|
|
Granted
|
|
|
247
|
|
$
|
1.06
|
|
Vested
|
|
|
(86
|
)
|
$
|
5.68
|
|
Forfeited
|
|
|
(8
|
)
|
$
|
6.43
|
|
Non-vested
awards at December 31, 2015
|
|
|
204
|
|
$
|
2.00
|
|
The
Partnership accounts for its unit-based awards as liabilities with applicable mark-to-market adjustments at each reporting period
because the Compensation Committee of the board of directors of the General Partner has historically elected to pay some of the
awards in cash in lieu of issuing common units.
For
the years ended December 31, 2015 and 2014, the Partnership recorded expense of approximately $0.1 million and approximately
$0.3 million, respectively, for the LTIP awards. For the year ended December 31, 2015, the total fair value of the awards
that vested was $0.1 million. As of December 31, 2015, the total unrecognized compensation expense related to the non-vested
LTIP awards that are expected to vest was $0.3 million. The expense is expected to be recognized over a weighted-average
period of 1.1 years. As of December 31, 2015, the intrinsic value of the non-vested LTIP awards was $0.1 million.
15.
COMMITMENTS AND CONTINGENCIES
Coal
Sales Contracts and Contingencies
—As of December 31, 2015, the Partnership had commitments under sales contracts
to deliver annually scheduled base quantities of coal as follows:
Year
|
|
Tons
(in thousands)
|
|
Number
of
customers
|
|
2016
|
|
|
3,255
|
|
|
14
|
|
2017
|
|
|
1,914
|
|
|
8
|
|
2018
|
|
|
264
|
|
|
1
|
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
15.
COMMITMENTS AND CONTINGENCIES (Continued)
Some
of the contracts have sales price adjustment provisions, subject to certain limitations and adjustments, based on a variety of
factors and indices.
Purchased
Coal Expenses
—The Partnership incurs purchased coal expense from time to time related to coal purchase contracts.
In addition, the Partnership incurs expense from time to time related to coal purchased on the over-the-counter market (“OTC”).
Purchase coal expense from coal purchase contracts and expense from OTC purchases for the years ended December 31, 2015 and
2014 was as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Purchased
coal expense
|
|
$
|
(26
|
)
|
$
|
6,168
|
|
OTC
expense
|
|
$
|
—
|
|
$
|
—
|
|
Leases
—The
Partnership leases various mining, transportation and other equipment under operating leases. The Partnership also leases coal
reserves under agreements that call for royalties to be paid as the coal is mined. Lease and royalty expense for the years ended
December 31, 2015 and 2014 was as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Lease
expense
|
|
$
|
6,204
|
|
$
|
3,478
|
|
Royalty
expense
|
|
$
|
10,754
|
|
$
|
11,571
|
|
Approximate
future minimum lease and royalty payments (not including advance royalties already paid and recorded as assets in the accompanying
statements of financial position) are as follows:
Years
Ended December 31,
|
|
Royalties
|
|
Leases
|
|
|
|
(in
thousands)
|
|
2016
|
|
$
|
2,824
|
|
|
3,664
|
|
2017
|
|
|
2,466
|
|
|
1,097
|
|
2018
|
|
|
2,436
|
|
|
148
|
|
2019
|
|
|
2,436
|
|
|
—
|
|
2020
|
|
|
2,556
|
|
|
—
|
|
Thereafter
|
|
|
12,780
|
|
|
—
|
|
Total
minimum royalty and lease payments
|
|
$
|
25,498
|
|
$
|
4,909
|
|
Environmental
Matters
—Based upon current knowledge, the Partnership believes that it is in compliance with environmental laws
and regulations as currently promulgated. However, the exact nature of environmental control problems, if any, which the Partnership
may encounter in the future cannot be predicted, primarily because of the increasing number, complexity and changing character
of environmental requirements that may be enacted by federal and state authorities.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
15.
COMMITMENTS AND CONTINGENCIES (Continued)
Legal
Matters
—The Partnership is involved in various legal proceedings arising in the ordinary course of business due
to claims from various third parties, as well as potential citations and fines from the Mine Safety and Health Administration,
potential claims from land or lease owners and potential property damage claims from third parties. The Partnership is not party
to any other pending litigation that is probable to have a material adverse effect on the financial condition, results of operations
or cash flows of the Partnership. Management of the Partnership is also not aware of any significant legal, regulatory or governmental
proceedings against or contemplated to be brought against the Partnership.
Guarantees/Indemnifications
and Financial Instruments with Off-Balance Sheet Risk
—In the normal course of business, the Partnership is a party
to certain guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or
surety bonds. No liabilities related to these arrangements are reflected in the consolidated statements of financial position.
The amount of bank letters of credit outstanding with PNC Bank, N.A., as the letter of credit issuer under the Partnership’s
credit facility, was $27.4 million as of December 31, 2015. The bank letters of credit outstanding reduce the borrowing
capacity under the credit facility. In addition, the Partnership has outstanding surety bonds with third parties of $59.1 million
as of December 31, 2015 to secure reclamation and other performance commitments.
The
credit facility is fully and unconditionally, jointly and severally guaranteed by the Partnership and substantially all of its
wholly owned subsidiaries. Borrowings under the credit facility are collateralized by the unsecured assets of the Partnership
and substantially all of its wholly owned subsidiaries. See Note 10 for a more complete discussion of the Partnership’s
debt obligations.
Joint
Ventures
—The Partnership may contribute additional capital to the Timber Wolf joint venture that was formed in the
first quarter of 2012. The Partnership did not make any capital contributions to the Timber Wolf joint venture during the year
ended December 31, 2015.
The
Partnership was required to contribute additional capital to the Muskie Proppant joint venture that was formed in the fourth quarter
of 2012. During the year ended December 31, 2014, the Partnership made capital contributions to the Muskie Proppant joint
venture of approximately $0.2 million based upon its proportionate ownership percentage. In addition, during the year ended
December 31, 2013, the Partnership provided a loan based upon its ownership share to Muskie in the amount of $0.2 million.
The note was fully repaid in November 2014 in conjunction with the contribution of the Partnership’s interests in Muskie
to Mammoth. With the contribution of the Partnership’s interest in Muskie to Mammoth in the fourth quarter of 2014, the
Partnership does not have any further funding commitments to Mammoth.
The
Partnership may contribute additional capital to the Sturgeon joint venture that was formed in the third quarter of 2014. The
Partnership made an initial capital contribution of $5.0 million during the year ended December 31, 2014 based upon
its proportionate ownership interest.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
16.
EARNINGS PER UNIT (“EPU”)
The
following table presents a reconciliation of the numerators and denominators of the basic and diluted EPU calculations for the
years ended December 31, 2015 and 2014:
Year
ended December 31, 2015
|
|
General
Partner
|
|
Common
Unitholders
|
|
Subordinated
Unitholders
|
|
|
|
(in
thousands, except per unit data)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
Interest
in net (loss)/income:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) from continuing operations
|
|
$
|
(1,119
|
)
|
$
|
(31,491
|
)
|
$
|
(23,356
|
)
|
Net
income from discontinued operations
|
|
|
14
|
|
|
406
|
|
|
302
|
|
Interest
in net income
|
|
$
|
(1,105
|
)
|
$
|
(31,085
|
)
|
$
|
(23,054
|
)
|
Impact
of subordinated distribution suspension:
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss) from continuing operations
|
|
$
|
5
|
|
$
|
139
|
|
$
|
(144
|
)
|
Net
income from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest
in net income
|
|
$
|
5
|
|
$
|
139
|
|
$
|
(144
|
)
|
Interest
in net (loss)/income for EPU purposes:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) from continuing operations
|
|
$
|
(1,114
|
)
|
$
|
(31,352
|
)
|
$
|
(23,500
|
)
|
Net
income from discontinued operations
|
|
|
14
|
|
|
406
|
|
|
302
|
|
Interest
in net income
|
|
$
|
(1,100
|
)
|
$
|
(30,946
|
)
|
$
|
(23,198
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Weighted
average units used to compute basic EPU
|
|
|
n/a
|
|
|
16,714
|
|
|
12,396
|
|
Effect
of dilutive securities—LTIP awards
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
Weighted
average units used to compute diluted EPU
|
|
|
n/a
|
|
|
16,714
|
|
|
12,396
|
|
Net
(loss)/income per limited partner unit, basic:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per unit from continuing operations
|
|
|
n/a
|
|
$
|
(1.87
|
)
|
$
|
(1.89
|
)
|
Net
income per unit from discontinued operations
|
|
|
n/a
|
|
|
0.02
|
|
|
0.02
|
|
Net
income per limited partner unit, basic
|
|
|
n/a
|
|
$
|
(1.85
|
)
|
$
|
(1.87
|
)
|
Net
(loss)/income per limited partner unit, diluted:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per unit from continuing operations
|
|
|
n/a
|
|
$
|
(1.87
|
)
|
$
|
(1.89
|
)
|
Net
income per unit from discontinued operations
|
|
|
n/a
|
|
|
0.02
|
|
|
0.02
|
|
Net
income per limited partner unit, diluted
|
|
|
n/a
|
|
$
|
(1.85
|
)
|
$
|
(1.87
|
)
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
16.
EARNINGS PER UNIT (“EPU”) (Continued)
Year
ended December 31, 2014
|
|
General
Partner
|
|
Common
Unitholders
|
|
Subordinated
Unitholders
|
|
|
|
(in
thousands, except per unit data)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
Interest
in net income (as previously reported):
|
|
|
|
|
|
|
|
|
|
|
Net
income from continuing operations
|
|
$
|
(1,626
|
)
|
$
|
(45,705
|
)
|
$
|
(33,962
|
)
|
Net
income from discontinued operations
|
|
|
2,607
|
|
|
73,271
|
|
|
54,464
|
|
Interest
in net income
|
|
$
|
981
|
|
$
|
27,566
|
|
$
|
20,502
|
|
Impact
of subordinated distribution suspension:
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss) from continuing operations
|
|
$
|
245
|
|
$
|
6,908
|
|
$
|
(7,153
|
)
|
Net
income from discontinued operations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest
in net income/(loss)
|
|
$
|
245
|
|
$
|
6,908
|
|
$
|
(7,153
|
)
|
Interest
in net income/(loss) for EPU purposes (as restated):
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss) from continuing operations
|
|
$
|
(1,381
|
)
|
$
|
(38,797
|
)
|
$
|
(41,115
|
)
|
Net
income from discontinued operations
|
|
|
2,607
|
|
|
73,271
|
|
|
54,464
|
|
Interest
in net income/(loss)
|
|
$
|
1,226
|
|
$
|
34,474
|
|
$
|
13,349
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Weighted
average units used to compute basic EPU
|
|
|
n/a
|
|
|
16,678
|
|
|
12,397
|
|
Effect
of dilutive securities—LTIP awards
|
|
|
n/a
|
|
|
7
|
|
|
—
|
|
Weighted
average units used to compute diluted EPU
|
|
|
n/a
|
|
|
16,685
|
|
|
12,397
|
|
Net
income per limited partner unit, basic:
|
|
|
|
|
|
|
|
|
|
|
Net
income per unit from continuing operations
|
|
|
n/a
|
|
$
|
(2.32
|
)
|
$
|
(3.31
|
)
|
Net
income per unit from discontinued operations
|
|
|
n/a
|
|
|
4.39
|
|
|
4.39
|
|
Net
income per limited partner unit, basic
|
|
|
n/a
|
|
$
|
2.07
|
|
$
|
1.08
|
|
Net
income per limited partner unit, diluted:
|
|
|
|
|
|
|
|
|
|
|
Net
income per unit from continuing operations
|
|
|
n/a
|
|
$
|
(2.32
|
)
|
$
|
(3.31
|
)
|
Net
income per unit from discontinued operations
|
|
|
n/a
|
|
|
4.39
|
|
|
4.39
|
|
Net
income per limited partner unit, diluted
|
|
|
n/a
|
|
$
|
2.07
|
|
$
|
1.08
|
|
Diluted
EPU gives effect to all dilutive potential common units outstanding during the period using the treasury stock method. Diluted
EPU excludes all dilutive potential units calculated under the treasury stock method if their effect is anti-dilutive. Since the
Partnership incurred a total net loss for the year ended December 31, 2015, all potential dilutive units were excluded from
the diluted EPU calculation for this period because when an entity incurs a net loss in a period, potential dilutive units shall
not be included in the computation of diluted EPU since their effect will always be anti-dilutive. There were no anti-dilutive
units for the year ended December 31, 2014.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
17.
MAJOR CUSTOMERS
The
Partnership had revenues or receivables from the following major customers that in each period equaled or exceeded 10% of revenues
or receivables (Note: customers with “n/a” had revenue or receivables below the 10% threshold in any period where
this is indicated):
|
|
December 31,
2015
Receivable Balance
|
|
Year
Ended
December 31, 2015
Sales
|
|
December 31,
2014
Receivable Balance
|
|
Year
Ended
December 31, 2014
Sales
|
|
|
|
(in
thousands)
|
|
NRG
Energy Inc. (fka GenOn Energy, Inc.)
|
|
$
|
—
|
|
$
|
22,111
|
|
$
|
2,932
|
|
$
|
31,605
|
|
PPL
Corporation
|
|
|
1,881
|
|
|
33,662
|
|
|
2,053
|
|
|
24,542
|
|
PacifiCorp
Energy
|
|
|
1,969
|
|
|
21,519
|
|
|
n/a
|
|
|
n/a
|
|
18.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The
book values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their
respective fair values because of the immediate short-term maturity of these financial instruments. The fair value of the Partnership’s
senior secured credit facility was determined based upon a market approach and approximates the carrying value at December 31,
2015. The fair value of the Partnership’s senior secured credit facility is a Level 2 measurement.
As
of December 31, 2015, the Partnership did not have any nonrecurring fair value measurements related to any assets held for
sale. The Partnership previously had assets classified as held for sale that were related to the Partnership’s 2014 impairment
actions related to its Red Cliff assets that are discussed in Note 6. As of December 31, 2015, the Partnership reclassified
its previously held for sale assets to property, plant and equipment to be held and used since the Partnership no longer had an
active plan to sell these assets in the next twelve months.
For
the year ended December 31, 2015, the Partnership had nonrecurring fair value measurements related to asset impairments as
described in Note 6. The nonrecurring fair value measurements for the asset impairments described in Note 6 for the
year ended December 31, 2015 were Level 3 measurements.
For
the year ended December 31, 2014, the Partnership had nonrecurring fair value measurements related to its assets and liabilities
held for sale. These assets and liabilities are a result of the Partnership’s impairment actions discussed in Note 6.
The fair value of the assets and liabilities held for sale at December 31, 2014 were based upon the highest and best use
of the respective nonfinancial assets and liabilities. The Partnership had approximately $6.9 million in land value related
to its Red Cliff assets that were classified as held for sale at December 31, 2014. This land was valued using a market approach
by a third party appraisal firm that determined the fair value of the asset based on sales of comparable property in the market
along with other market factors such as competitive listings. The fair value of the Partnership’s land held for sale at
December 31, 2014 was a Level 2 measurement.
Additionally,
the Partnership had approximately $2.4 million of assets and $2.2 million of liabilities held for sale at December 31,
2014 related to the Bevins Branch operation discussed in Note 6. The held for sale assets consisted of approximately $0.2 million
of a future coal royalty income stream. The fair value of the future royalty income stream was determined by an income approach
using a discounted cash flow analysis with an appropriate discount rate. The fair value of the remaining $2.2 million of
assets and liabilities held for sale related to the Bevins Branch operation was also determined by an income approach using a
discounted cash flow analysis. The $2.2 million of assets and liabilities held for sale related to the reclamation obligation
being transferred in the Bevins Branch transaction and the income approach used to determine the fair value was based on the Partnership’s
method to calculate its asset retirement obligations for reclamation, which is discussed in Note 2. The fair values of the
Partnership’s assets and liabilities held for sale at December 31, 2014 for the Bevins Branch operation were Level 3
measurements. The Partnership completed the sale of its Bevins Branch assets and liabilities in May 2015.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
19.
RELATED PARTY AND AFFILIATE TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
Related
Party
|
|
Description
|
|
2015
|
|
2014
|
|
|
|
|
|
(in
thousands)
|
|
Wexford
Capital LP
|
|
Expenses
for legal, consulting, and advisory services
|
|
$
|
143
|
|
$
|
131
|
|
Wexford
Capital LP
|
|
Distributions
paid
|
|
|
553
|
|
|
10,949
|
|
Wexford
Capital LP
|
|
Partner’s
contribution
|
|
|
2
|
|
|
6
|
|
Rhino
Eastern LLC
|
|
Equity
in net (loss)/income of unconsolidated affiliate
|
|
|
—
|
|
|
(12,089
|
)
|
Rhino
Eastern LLC
|
|
Expenses
for legal, health claims, workers’ compensation and other expenses
|
|
|
—
|
|
|
4,610
|
|
Rhino
Eastern LLC
|
|
Receivable
for legal, health claims and workers’ compensation and other expenses
|
|
|
—
|
|
|
223
|
|
Rhino
Eastern LLC
|
|
Investment
in unconsolidated affiliate
|
|
|
—
|
|
|
13,151
|
|
Timber
Wolf Terminals LLC
|
|
Investment
in unconsolidated affiliate
|
|
|
130
|
|
|
130
|
|
Muskie
Proppant LLC
|
|
Investment
in unconsolidated affiliate
|
|
|
—
|
|
|
—
|
|
Mammoth
Energy Partners LP
|
|
Investment
in unconsolidated affiliate
|
|
|
1,933
|
|
|
1,933
|
|
Sturgeon
Acquisitions LLC
|
|
Investment
in unconsolidated affiliate
|
|
|
5,515
|
|
|
5,440
|
|
Sturgeon
Acquisitions LLC
|
|
Distributions
from unconsolidated affiliate
|
|
|
232
|
|
|
—
|
|
Sturgeon
Acquisitions LLC
|
|
Return
of capital from unconsolidated affiliate
|
|
|
35
|
|
|
—
|
|
Sturgeon
Acquisitions LLC
|
|
Equity
in net income of unconsolidated affiliate
|
|
|
342
|
|
|
440
|
|
From
time to time, employees from Wexford Capital perform legal, consulting, and advisory services to the Partnership. The Partnership
incurred expenses of $0.1 million for the years ended December 31, 2015 and 2014 for legal, consulting, and advisory
services performed by Wexford Capital.
For
the year ended December 31, 2014, the $12.1 million equity in net loss of unconsolidated affiliate for Rhino Eastern
includes the $5.9 million impairment charge for the joint venture that was discussed earlier.
From
time to time, the Partnership has allocated and paid expenses on behalf of the Rhino Eastern joint venture. During the years ended
December 31, 2014, the Partnership paid expenses for legal, health claims and workers’ compensation of $4.6 million
on behalf of Rhino Eastern that were subsequently billed and paid by Rhino Eastern to the Partnership.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
20.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash
payments for interest were $3.4 million and $4.0 million for the years ended December 31, 2015 and 2014, respectively.
The
consolidated statement of cash flows for the year ended December 31, 2015 is exclusive of approximately $0.7 million
of property, plant and equipment additions which are recorded in Accounts payable. The consolidated statements of cash flows for
the year ended December 31, 2015 also excludes approximately $0.1 million related to the value of LTIP units that were
issued to certain employees and directors of the General Partner.
In
January 2015, the Partnership dissolved the Rhino Eastern joint venture with Patriot. As part of the dissolution, the Partnership
retained coal reserves, a prepaid advanced royalty balance and other assets and liabilities. In addition, the Partnership and
Patriot agreed to a dissolution payment as part of the dissolution based upon a final working capital adjustment calculation,
which is a liability of the Partnership. The Partnership recorded the dissolution of the joint venture by removing the investment
in the Rhino Eastern unconsolidated subsidiary and recording the specific assets and liabilities retained in the dissolution.
The dissolution of the Rhino Eastern joint venture completed in January 2015 had no impact on the Partnership’s consolidated
statements of operations and comprehensive income for the year ended December 31, 2015. The consolidated statement of cash
flows for the year ended December 31, 2015 excludes the removal of the investment in the unconsolidated subsidiary and the
recognition of the retained assets and liabilities, which are detailed in the table below.
|
|
(in
thousands)
|
|
Coal
properties (incl asset retirement costs)
|
|
$
|
12,104
|
|
Advance
royalties, net of current portion
|
|
|
4,706
|
|
Other
non-current assets—acquired
|
|
|
229
|
|
Other
non-current assets—written off
|
|
|
(642
|
)
|
Accrued
expenses and other
|
|
|
(2,012
|
)
|
Asset
retirement obligations
|
|
|
(1,235
|
)
|
Net
assets acquired
|
|
|
13,150
|
|
Investment
in unconsolidated affiliates-Rhino Eastern—written off
|
|
$
|
(13,150
|
)
|
The
consolidated statement of cash flows for the year ended December 31, 2014 is exclusive of approximately $0.2 million
of property, plant and equipment additions which are recorded in Accounts payable. The consolidated statements of cash flows for
the year ended December 31, 2014 also excludes approximately $0.3 million related to the value of LTIP units that were
issued to certain employees and directors of the General Partner.
21.
SEGMENT INFORMATION
The
Partnership primarily produces and markets coal from surface and underground mines in Kentucky, West Virginia, Ohio and Utah.
The Partnership sells primarily to electric utilities in the United States. In addition, with the Elk Horn Acquisition mentioned
earlier, the Partnership also leases coal reserves to third parties in exchange for royalty revenues.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
21.
SEGMENT INFORMATION (Continued)
As
of December 31, 2015, the Partnership has four reportable business segments: Central Appalachia, Northern Appalachia, Rhino
Western and Illinois Basin. Additionally, the Partnership has an Other category that includes its ancillary businesses. The Central
Appalachia segment consists of two mining complexes: Tug River and Rob Fork, which, as of December 31, 2015, together included
one active underground mine, three active surface mines and three preparation plants and loadout facilities in eastern Kentucky
and southern West Virginia. Additionally, the Central Appalachia segment includes the Partnership’s Elk Horn coal leasing
operations. The Northern Appalachia segment consists of the Hopedale mining complex, the Sands Hill mining complex and the Leesville
field. The Hopedale mining complex, located in northern Ohio, included one underground mine and one preparation plant and loadout
facility as of December 31, 2015. The Sands Hill mining complex, located in southern Ohio, included two surface mines, a
preparation plant and a river terminal as of December 31, 2015. The Eastern Met segment included the Partnership’s
51% equity interest in the results of operations of the Rhino Eastern joint venture, which owned the Rhino Eastern mining complex,
located in West Virginia, and for which the Partnership served as manager. The Rhino Eastern joint venture was dissolved in January
2015. The 2014 financial results are shown since the joint venture owned, and the Partnership operated, this mining complex during
the year. The Rhino Western segment includes the Partnership’s underground mine in the Western Bituminous region at its
Castle Valley mining complex in Utah. The Illinois Basin segment includes the Partnership’s underground mine, preparation
plant and river loadout facility at its Pennyrile mining complex located in western Kentucky, as well as its Taylorville field
reserves located in central Illinois. The Pennyrile mining complex began production and sales in mid-2014.
The
Partnership’s Other category as reclassified is comprised of the Partnership’s ancillary businesses and its remaining
oil and natural gas activities. Held for sale assets are included in the applicable segment for reporting purposes. The Partnership
has not provided disclosure of total expenditures by segment for long-lived assets, as the Partnership does not maintain discrete
financial information concerning segment expenditures for long lived assets, and accordingly such information is not provided
to the Partnership’s chief operating decision maker. The information provided in the following tables represents the primary
measures used to assess segment performance by the Partnership’s chief operating decision maker.
The
Partnership has historically accounted for the Rhino Eastern joint venture (formed in the year ended December 31, 2008) under
the equity method. Under the equity method of accounting, the Partnership has historically only presented limited information
(net income). The Partnership considered this operation to comprise a separate operating segment prior to its dissolution in January
2015 and has presented additional operating detail (with corresponding eliminations and adjustments to reflect its percentage
of ownership) below. Since this equity method investment met the significance test of ten percent of net income or loss in 2014,
the Partnership has presented additional summarized financial information for this equity method investment below.
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
21.
SEGMENT INFORMATION (Continued)
Reportable
segment results of operations and financial position for the year ended December 31, 2015 are as follows (Note: “DD&A”
refers to depreciation, depletion and amortization):
|
|
Central
Appalachia
|
|
Northern
Appalachia
|
|
Rhino
Western
|
|
Illinois
Basin
|
|
Other
|
|
Total
Consolidated
|
|
|
|
(in
thousands)
|
|
Total
assets
|
|
$
|
227,880
|
|
$
|
17,218
|
|
$
|
37,198
|
|
$
|
82,700
|
|
$
|
39,671
|
|
$
|
404,667
|
|
Total
revenues
|
|
|
67,942
|
|
|
63,273
|
|
|
35,322
|
|
|
38,641
|
|
|
1,568
|
|
|
206,746
|
|
DD&A
|
|
|
12,641
|
|
|
7,562
|
|
|
6,314
|
|
|
5,928
|
|
|
736
|
|
|
33,181
|
|
Interest
expense
|
|
|
2,040
|
|
|
522
|
|
|
315
|
|
|
597
|
|
|
1,527
|
|
|
5,001
|
|
Net
Income (loss) from continuing operations
|
|
$
|
(14,212
|
)
|
$
|
(20,487
|
)
|
$
|
(4,560
|
)
|
$
|
(13,807
|
)
|
$
|
(2,900
|
)
|
$
|
(55,966
|
)
|
Reportable
segment results of operations and financial position for the year ended December 31, 2014 are as follows:
|
|
|
|
|
|
|
|
|
|
Eastern
Met
|
|
|
|
|
|
|
|
Central
Appalachia
|
|
Northern
Appalachia
|
|
Rhino
Western
|
|
Illinois
Basin
|
|
Complete
Basis
|
|
Equity
Method
Eliminations
|
|
Equity
Method
Presentation*
|
|
Other
|
|
Total
Consolidated
|
|
|
|
(in
thousands)
|
|
Total
assets
|
|
$
|
247,362
|
|
$
|
52,822
|
|
$
|
42,173
|
|
$
|
80,126
|
|
$
|
42,100
|
|
$
|
(42,100
|
)
|
$
|
—
|
|
$
|
50,855
|
|
$
|
473,338
|
|
Total
revenues
|
|
|
109,432
|
|
|
71,472
|
|
|
44,081
|
|
|
9,755
|
|
|
21,722
|
|
|
(21,722
|
)
|
|
—
|
|
|
4,317
|
|
|
239,057
|
|
DD&A
|
|
|
20,224
|
|
|
7,574
|
|
|
6,021
|
|
|
2,286
|
|
|
1,860
|
|
|
(1,860
|
)
|
|
—
|
|
|
1,128
|
|
|
37,233
|
|
Interest
expense
|
|
|
2,055
|
|
|
473
|
|
|
329
|
|
|
343
|
|
|
81
|
|
|
(81
|
)
|
|
—
|
|
|
2,508
|
|
|
5,708
|
|
Net
Income (loss) from continuing operations
|
|
$
|
(33,019
|
)
|
$
|
2,101
|
|
$
|
(22,822
|
)
|
$
|
(6,411
|
)
|
$
|
(12,208
|
)
|
$
|
5,982
|
|
$
|
(12,089
|
)
|
$
|
(9,053
|
)
|
$
|
(81,293
|
)
|
*
|
For the
year ended December 31, 2014, the equity method net loss from continuing operations for Rhino Eastern includes the $5.9 million
impairment charge for the joint venture that was discussed earlier.
|
Additional
summarized financial information for the equity method investment as of and for the periods ended December 31, 2015 and 2014
is as follows:
|
|
2015
|
|
2014
Unaudited)
|
|
|
|
(in
thousands)
|
|
Current
assets
|
|
$
|
—
|
|
$
|
3,641
|
|
Noncurrent
assets
|
|
|
—
|
|
|
38,459
|
|
Current
liabilities
|
|
|
—
|
|
|
3,629
|
|
Noncurrent
liabilities
|
|
|
—
|
|
|
3,202
|
|
Total
costs and expenses
|
|
|
—
|
|
|
33,850
|
|
(Loss)/income
from operations
|
|
|
—
|
|
|
(12,128
|
)
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
21.
SEGMENT INFORMATION (Continued)
Additional
information on the Partnership’s revenue by product category for the periods ended December 31, 2015 and 2014 is as
follows:
|
|
2015
|
|
2014
|
|
|
|
(in
thousands)
|
|
Met
coal revenue
|
|
$
|
15,391
|
|
$
|
26,058
|
|
Steam
coal revenue
|
|
|
155,683
|
|
|
176,823
|
|
Other
revenue
|
|
|
35,672
|
|
|
36,176
|
|
Total
revenue
|
|
$
|
206,746
|
|
$
|
239,057
|
|
22.
QUARTERLY FINANCIAL DATA (UNAUDITED)
(in
thousands, except per unit data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter(1)
|
|
2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
56,184
|
|
$
|
56,765
|
|
$
|
54,153
|
|
$
|
39,644
|
|
(Loss)
from operations
|
|
|
(3,748
|
)
|
|
(6,959
|
)
|
|
(7,994
|
)
|
|
(32,644
|
)
|
Net
(loss) from continuing operations
|
|
|
(4,562
|
)
|
|
(8,112
|
)
|
|
(9,306
|
)
|
|
(33,986
|
)
|
Income
from discontinued operations
|
|
|
722
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net
(loss)
|
|
$
|
(3,840
|
)
|
$
|
(8,112
|
)
|
$
|
(9,306
|
)
|
$
|
(33,986
|
)
|
Basic
and diluted net (loss)/income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per unit from continuing operations
|
|
$
|
(0.15
|
)
|
$
|
(0.27
|
)
|
$
|
(0.31
|
)
|
$
|
(1.14
|
)
|
Net
income per unit from discontinued operations
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net
(loss) per common unit, basic and diluted
|
|
$
|
(0.13
|
)
|
$
|
(0.27
|
)
|
$
|
(0.31
|
)
|
$
|
(1.14
|
)
|
Subordinated
units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per unit from continuing operations
|
|
$
|
(0.17
|
)
|
$
|
(0.27
|
)
|
$
|
(0.31
|
)
|
$
|
(1.14
|
)
|
Net
income per unit from discontinued operations
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net
(loss) per subordinated unit, basic and diluted
|
|
$
|
(0.15
|
)
|
$
|
(0.27
|
)
|
$
|
(0.31
|
)
|
$
|
(1.14
|
)
|
Weighted
average number of limited partner units outstanding, basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units
|
|
|
16,692
|
|
|
16,702
|
|
|
16,706
|
|
|
16,756
|
|
Subordinated
units
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
|
12,393
|
|
Weighted
average number of limited partner units outstanding, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units
|
|
|
16,692
|
|
|
16,702
|
|
|
16,706
|
|
|
16,756
|
|
Subordinated
units
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
|
12,393
|
|
(1)
|
Fourth
quarter 2015 results include approximately $27.1 million of asset impairment and
related charges.
|
RHINO RESOURCE PARTNERS LP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR
THE YEARS ENDED DECEMBER 31, 2015 AND 2014
22.
QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued)
(in
thousands, except per unit data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter(1)
|
|
2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
59,942
|
|
$
|
55,886
|
|
$
|
61,359
|
|
$
|
61,870
|
|
Income
from operations
|
|
|
(868
|
)
|
|
(4,445
|
)
|
|
(6,108
|
)
|
|
(52,726
|
)
|
Net
(loss)/ income from continuing operations
|
|
|
(4,966
|
)
|
|
(6,826
|
)
|
|
(8,864
|
)
|
|
(60,636
|
)
|
Income
from discontinued operations
|
|
|
130,511
|
|
|
(52
|
)
|
|
(43
|
)
|
|
(74
|
)
|
Net
(loss)/income
|
|
$
|
125,545
|
|
$
|
(6,878
|
)
|
$
|
(8,907
|
)
|
$
|
(60,710
|
)
|
Basic
and diluted net (loss)/income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per unit from continuing operations
|
|
$
|
0.02
|
|
$
|
(0.05
|
)
|
$
|
(0.28
|
)
|
$
|
(2.03
|
)
|
Net
income per unit from discontinued operations
|
|
|
4.40
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
Net
income per common unit, basic and diluted
|
|
$
|
4.42
|
|
$
|
(0.05
|
)
|
$
|
(0.28
|
)
|
$
|
(2.03
|
)
|
Subordinated
units:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per unit from continuing operations
|
|
$
|
(0.43
|
)
|
$
|
(0.49
|
)
|
$
|
(0.33
|
)
|
$
|
(2.08
|
)
|
Net
income per unit from discontinued operations
|
|
|
4.40
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
Net
income per subordinated unit, basic and diluted
|
|
$
|
3.97
|
|
$
|
(0.49
|
)
|
$
|
(0.33
|
)
|
$
|
(2.08
|
)
|
Weighted
average number of limited partner units outstanding, basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units
|
|
|
16,667
|
|
|
16,677
|
|
|
16,681
|
|
|
16,685
|
|
Subordinated
units
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
Weighted
average number of limited partner units outstanding, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
units
|
|
|
16,673
|
|
|
16,677
|
|
|
16,681
|
|
|
16,685
|
|
Subordinated
units
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
|
12,397
|
|
(1)
|
Fourth
quarter 2014 results include approximately $45.3 million of asset impairment and
related charges as well as an approximate $5.9 million charge for the impairment
of the Partnership’s equity investment in the Rhino Eastern joint venture.
|
EXHIBIT
C
SELECTED
FINANCIAL DATA OF RHINO RESOURCES PARTNERS, LP
On
April 18, 2016, the Rhino Resource Partners, LP completed a 1-for-10 reverse split on its common units and subordinated units.
The following tables present a reconciliation of the numerators and denominators of the basic and diluted EPU calculations for
the periods ended December 31, 2015 and 2014, which include the retrospective application of the 1-for-10 reverse unit split:
Year ended December 31, 2015
|
|
General Partner
|
|
|
Common Unitholders
|
|
|
Subordinated Unitholders
|
|
|
|
(in thousands, except per unit data)
|
|
Numerator:
|
|
|
|
Interest in net (loss)/income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from continuing operations
|
|
$
|
(1,119
|
)
|
|
$
|
(31,491
|
)
|
|
$
|
(23,356
|
)
|
Net income from discontinued operations
|
|
|
14
|
|
|
|
406
|
|
|
|
302
|
|
Interest in net income
|
|
$
|
(1,105
|
)
|
|
$
|
(31,085
|
)
|
|
$
|
(23,054
|
)
|
Impact of subordinated distribution suspension:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from continuing operations
|
|
$
|
5
|
|
|
$
|
139
|
|
|
$
|
(144
|
)
|
Net income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interest in net income
|
|
$
|
5
|
|
|
$
|
139
|
|
|
$
|
(144
|
)
|
Interest in net (loss)/income for EPU purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from continuing operations
|
|
$
|
(1,114
|
)
|
|
$
|
(31,352
|
)
|
|
$
|
(23,500
|
)
|
Net income from discontinued operations
|
|
|
14
|
|
|
|
406
|
|
|
|
302
|
|
Interest in net income
|
|
$
|
(1,100
|
)
|
|
$
|
(30,946
|
)
|
|
$
|
(23,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average units used to compute basic EPU
|
|
|
n/a
|
|
|
|
1,671
|
|
|
|
1,240
|
|
Effect of dilutive securities — LTIP awards
|
|
|
n/a
|
|
|
|
-
|
|
|
|
-
|
|
Weighted average units used to compute diluted EPU
|
|
|
n/a
|
|
|
|
1,671
|
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per limited partner unit, basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per unit from continuing operations
|
|
|
n/a
|
|
|
$
|
(18.76
|
)
|
|
$
|
(18.96
|
)
|
Net income per unit from discontinued operations
|
|
|
n/a
|
|
|
|
0.24
|
|
|
|
0.24
|
|
Net income per limited partner unit, basic
|
|
|
n/a
|
|
|
$
|
(18.52
|
)
|
|
$
|
(18.72
|
)
|
Net (loss)/income per limited partner unit, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per unit from continuing operations
|
|
|
n/a
|
|
|
$
|
(18.76
|
)
|
|
$
|
(18.96
|
)
|
Net income per unit from discontinued operations
|
|
|
n/a
|
|
|
|
0.24
|
|
|
|
0.24
|
|
Net income per limited partner unit, diluted
|
|
|
n/a
|
|
|
$
|
(18.52
|
)
|
|
$
|
(18.72
|
)
|
Year ended December 31, 2014
|
|
General Partner
|
|
|
Common Unitholders
|
|
|
Subordinated Unitholders
|
|
|
|
|
(in thousands, except per unit data)
|
|
Numerator:
|
|
|
|
|
Interest in net income (as previously reported):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations
|
|
$
|
(1,626
|
)
|
|
$
|
(45,705
|
)
|
|
$
|
(33,962
|
)
|
Net income from discontinued operations
|
|
|
2,607
|
|
|
|
73,271
|
|
|
|
54,464
|
|
Interest in net income
|
|
$
|
981
|
|
|
$
|
27,566
|
|
|
$
|
20,502
|
|
Impact of subordinated distribution suspension:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from continuing operations
|
|
$
|
245
|
|
|
$
|
6,908
|
|
|
$
|
(7,153
|
)
|
Net income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interest in net income/(loss)
|
|
$
|
245
|
|
|
$
|
6,908
|
|
|
$
|
(7,153
|
)
|
Interest in net income/(loss) for EPU purposes (as restated):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from continuing operations
|
|
$
|
(1,381
|
)
|
|
$
|
(38,797
|
)
|
|
$
|
(41,115
|
)
|
Net income from discontinued operations
|
|
|
2,607
|
|
|
|
73,271
|
|
|
|
54,464
|
|
Interest in net income/(loss)
|
|
$
|
1,226
|
|
|
$
|
34,474
|
|
|
$
|
13,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average units used to compute basic EPU
|
|
|
n/a
|
|
|
|
1,668
|
|
|
|
1,240
|
|
Effect of dilutive securities — LTIP awards
|
|
|
n/a
|
|
|
|
1
|
|
|
|
-
|
|
Weighted average units used to compute diluted EPU
|
|
|
n/a
|
|
|
|
1,669
|
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per limited partner unit, basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per unit from continuing operations
|
|
|
n/a
|
|
|
$
|
(23.26
|
)
|
|
$
|
(33.16
|
)
|
Net income per unit from discontinued operations
|
|
|
n/a
|
|
|
|
43.93
|
|
|
|
43.93
|
|
Net income per limited partner unit, basic
|
|
|
n/a
|
|
|
$
|
20.67
|
|
|
$
|
10.77
|
|
Net income per limited partner unit, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per unit from continuing operations
|
|
|
n/a
|
|
|
$
|
(23.26
|
)
|
|
$
|
(33.16
|
)
|
Net income per unit from discontinued operations
|
|
|
n/a
|
|
|
|
43.92
|
|
|
|
43.93
|
|
Net income per limited partner unit, diluted
|
|
|
n/a
|
|
|
$
|
20.66
|
|
|
$
|
10.77
|
|
EXHIBIT
D
ROYAL
ENERGY RESOURCES, INC.
PRO
FORMA (UNAUDITED) FINANCIAL STATEMENTS AS OF AND
FOR
THE 12 MONTH PERIOD ENDED DECEMBER 31, 2015
Royal
Energy Resources, Inc. (“Royal” or the “Company”) is a Delaware corporation formed on March 22, 1999.
The consolidated financial statements as of December 31, 2015 include the accounts of Royal and its wholly owned subsidiaries
Blaze Minerals, LLC and Blue Grove Coal, LLC, both West Virginia limited liability companies.
On
January 21, 2016, the board of directors of the Company elected to change the Company’s fiscal year end to December 31 from
August 31. Accordingly, the Company filed a transition report on Form 10-Q containing unaudited financial statements for the period
from September 1, 2015 to December 31, 2015, together with comparative financial statements for the same 2014 period. In accordance
with Rule 13a-10(c), the financial statements for Royal for the year ended December 31, 2015 have not been audited.
Rhino
Resource Partners LP (“Rhino”) is a Delaware limited partnership formed on April 19, 2010 to acquire Rhino Energy
LLC (the “Predecessor” or the “Operating Company”). The Operating Company and its wholly owned subsidiaries
produce and market coal from surface and underground mines in Illinois, Kentucky, Ohio, West Virginia and Utah. The majority of
sales are made to domestic utilities and other coal-related organizations in the United States. In addition to operating coal
properties, the Operating Company manages and leases coal properties and collects royalties from such management and leasing activities.
The
financial statements for Rhino are the audited financial statements included in its Form 10-K as of December 31, 2015 and for
the year then ended.
Commencing
January 21, 2016 and ending March 21, 2016, Royal entered into three separate transactions which resulted in Royal owning the
general partner of Rhino, and approximately 86.8% of the Common Units and 76.5% of the Subordinated Units of Rhino.
The
following pro forma (unaudited) financial statements include the financial statements described above for Royal and Rhino. The
historical financial information has been adjusted to reflect certain adjustments to the historical financial information to reflect
the revised asset valuations and related expense adjustments to give effect to the lower valuation.
The
accompanying pro forma financial statements and pro forma adjustments and notes thereto should be read in conjunction with the
most recent audited and unaudited financial statements of Royal and Rhino. The accompanying pro forma combined financial statements
include pro forma calculations and adjustments that are based on estimates and as such may not necessarily represent what the
actual combined financial statements would have been had the acquisition occurred on January 1, 2015.
The
pro forma unaudited financial statements are provided for informational purposes only. Additionally, the pro forma unaudited financial
statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had
the acquisition occurred on January 1, 2015 or that may be achieved in the future. Pro forma financial statements do not include
all required GAAP financial statement disclosures.
Royal Energy Resources, Inc.
Pro Forma (Unaudited) Balance Sheet
As of December 31, 2015
(thousands)
|
|
Royal
|
|
|
Rhino
|
|
|
|
|
|
Pro
|
|
|
|
|
|
|
Energy
|
|
|
Resourse
|
|
|
|
|
|
Forma
|
|
|
|
|
|
|
Resources
|
|
|
Partners
|
|
|
|
|
|
Adjust-
|
|
|
|
|
|
|
Inc.
|
|
|
LP
|
|
|
|
|
|
ments
|
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
7,104
|
|
|
$
|
78
|
|
|
|
1
|
|
|
$
|
(6,500
|
)
|
|
$
|
682
|
|
Accounts receivable, net
|
|
|
31
|
|
|
|
14,569
|
|
|
|
|
|
|
|
|
|
|
|
14,600
|
|
Inventories
|
|
|
|
|
|
|
8,570
|
|
|
|
|
|
|
|
|
|
|
|
8,570
|
|
Advance royalties, current portion
|
|
|
|
|
|
|
753
|
|
|
|
|
|
|
|
|
|
|
|
753
|
|
Notes receivable - related party
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
|
|
Prepaid expenses and other
|
|
|
110
|
|
|
|
5,474
|
|
|
|
|
|
|
|
|
|
|
|
5,584
|
|
Total current assets
|
|
|
7,300
|
|
|
|
29,444
|
|
|
|
|
|
|
|
(6,500
|
)
|
|
|
30,244
|
|
PROPERTY PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At cost, including coal properties, mine development and construction costs
|
|
|
7,066
|
|
|
|
604,514
|
|
|
|
2
|
|
|
|
(521,551
|
)
|
|
|
90,029
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
-
|
|
|
|
(271,007
|
)
|
|
|
2
|
|
|
|
265,079
|
|
|
|
(5,928
|
)
|
Net property, plant and equipment
|
|
|
7,066
|
|
|
|
333,507
|
|
|
|
|
|
|
|
(256,472
|
)
|
|
|
84,101
|
|
Advance royalties, net of current portion
|
|
|
|
|
|
|
7,326
|
|
|
|
|
|
|
|
|
|
|
|
7,326
|
|
Investment in unconsolidated affiliates
|
|
|
|
|
|
|
7,578
|
|
|
|
|
|
|
|
|
|
|
|
7,578
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
2,363
|
|
|
|
2,363
|
|
Intangible assets, net
|
|
|
100
|
|
|
|
505
|
|
|
|
|
|
|
|
|
|
|
|
605
|
|
Other non-current assets
|
|
|
|
|
|
|
26,307
|
|
|
|
|
|
|
|
|
|
|
|
26,307
|
|
|
|
$
|
14,466
|
|
|
$
|
404,667
|
|
|
|
|
|
|
$
|
(260,609
|
)
|
|
$
|
158,524
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
123
|
|
|
$
|
9,336
|
|
|
|
|
|
|
|
|
|
|
$
|
9,459
|
|
Accrued expenses and other
|
|
|
221
|
|
|
|
14,102
|
|
|
|
|
|
|
|
|
|
|
|
14,323
|
|
Due to related parties
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
41,479
|
|
|
|
1
|
|
|
|
(2,000
|
)
|
|
|
39,479
|
|
Notes payable - related party
|
|
|
404
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
404
|
|
Current portion of asset retirement obligations
|
|
|
|
|
|
|
767
|
|
|
|
|
|
|
|
|
|
|
|
767
|
|
Current portion of postretirement benefits
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
Total current liabilities
|
|
|
787
|
|
|
|
65,729
|
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
64,516
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current portion
|
|
|
|
|
|
|
2,595
|
|
|
|
|
|
|
|
|
|
|
|
2,595
|
|
Asset retirement obligations, net of current portion
|
|
|
22,980
|
|
|
|
2
|
|
|
|
4,142
|
|
|
|
27,122
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
45,435
|
|
|
|
|
|
|
|
|
|
|
|
45,435
|
|
Total non-current liabilities
|
|
|
-
|
|
|
|
71,010
|
|
|
|
|
|
|
|
4,142
|
|
|
|
75,152
|
|
Total liabilities
|
|
|
787
|
|
|
|
136,739
|
|
|
|
|
|
|
|
2,142
|
|
|
|
139,668
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Common stock
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Additional paid-in capital
|
|
|
20,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,337
|
|
Retained earnings
|
|
|
(6,659
|
)
|
|
|
|
|
|
|
5
|
|
|
|
2,141
|
|
|
|
(4,518
|
)
|
Total stockholders' equity
|
|
|
13,679
|
|
|
|
-
|
|
|
|
|
|
|
|
2,141
|
|
|
|
15,820
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
3,036
|
|
|
|
3,036
|
|
Members' interest
|
|
|
|
|
|
|
267,928
|
|
|
|
4
|
|
|
|
(267,928
|
)
|
|
|
-
|
|
Equity available for stockholders
|
|
|
13,679
|
|
|
|
267,928
|
|
|
|
|
|
|
|
(262,751
|
)
|
|
|
18,856
|
|
Total liabilities and stockholders' equity
|
|
$
|
14,466
|
|
|
$
|
404,667
|
|
|
|
|
|
|
$
|
(260,609
|
)
|
|
$
|
158,524
|
|
Royal Energy Resources, Inc.
Pro Forma (Unaudited) Statement of Operations
For the year ended December 31, 2015
(thousands, except pre share amounts)
|
|
Royal
|
|
|
Rhino
|
|
|
|
|
|
Pro
|
|
|
|
|
|
|
Energy
|
|
|
Resourse
|
|
|
|
|
|
Forma
|
|
|
|
|
|
|
Resources
|
|
|
Partners
|
|
|
|
|
|
Adjust-
|
|
|
|
|
|
|
Inc.
|
|
|
LP
|
|
|
|
|
|
ments
|
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal sales
|
|
$
|
281
|
|
|
$
|
171,074
|
|
|
|
|
|
|
|
|
|
|
$
|
171,355
|
|
Freight and handling revenues
|
|
|
-
|
|
|
|
2,790
|
|
|
|
|
|
|
|
|
|
|
|
2,790
|
|
Other revenues
|
|
|
-
|
|
|
|
32,882
|
|
|
|
|
|
|
|
|
|
|
|
32,882
|
|
Total revenues
|
|
|
281
|
|
|
|
206,746
|
|
|
|
|
|
|
|
-
|
|
|
|
207,027
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations
|
|
|
290
|
|
|
|
175,499
|
|
|
|
|
|
|
|
|
|
|
|
175,789
|
|
Freight and handling costs
|
|
|
-
|
|
|
|
2,693
|
|
|
|
|
|
|
|
|
|
|
|
2,693
|
|
Depreciation, deletion and amortization
|
|
|
235
|
|
|
|
33,181
|
|
|
|
6
|
|
|
|
(27,213
|
)
|
|
|
6,197
|
|
Selling, general and administrative
|
|
|
1,026
|
|
|
|
15,446
|
|
|
|
|
|
|
|
|
|
|
|
16,472
|
|
Asset impairment and related charges
|
|
|
534
|
|
|
|
31,564
|
|
|
|
7
|
|
|
|
(31,564
|
)
|
|
|
527
|
|
(Gain) on sale/disposal of assets, net
|
|
|
-
|
|
|
|
(292
|
)
|
|
|
8
|
|
|
|
292
|
|
|
|
(8
|
)
|
Total costs and expenses
|
|
|
2,085
|
|
|
|
258,091
|
|
|
|
|
|
|
|
(58,485
|
)
|
|
|
201,670
|
|
(LOSS) FROM OPERATIONS
|
|
|
(1,804
|
)
|
|
|
(51,345
|
)
|
|
|
|
|
|
|
58,485
|
|
|
|
5,357
|
|
OTHER (EXPENSE) INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
1
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
Interest income - related party
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Equity in net income (loss) of unconsolidated affiliates
|
|
|
-
|
|
|
|
342
|
|
|
|
|
|
|
|
|
|
|
|
342
|
|
Loss on marketable securities
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
Loss on cancellation of acquisition
|
|
|
(250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250
|
)
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Related party
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
Other
|
|
|
-
|
|
|
|
(5,001
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,001
|
)
|
Total other (expense) income
|
|
|
(258
|
)
|
|
|
(4,621
|
)
|
|
|
|
|
|
|
-
|
|
|
|
(4,879
|
)
|
(LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS
|
|
|
(2,062
|
)
|
|
|
(55,966
|
)
|
|
|
|
|
|
|
58,485
|
|
|
|
478
|
|
INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
NET (LOSS) FROM CONTINUING OPERATIONS
|
|
|
(2,062
|
)
|
|
|
(55,966
|
)
|
|
|
|
|
|
|
58,485
|
|
|
|
478
|
|
DISCONTINUED OPERATIONS
|
|
|
-
|
|
|
|
722
|
|
|
|
9
|
|
|
|
(722
|
)
|
|
|
-
|
|
NET (LOSS) INCOME
|
|
|
(2,062
|
)
|
|
|
(55,244
|
)
|
|
|
|
|
|
|
57,763
|
|
|
|
478
|
|
LESS INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
(378
|
)
|
|
|
(378
|
)
|
NET INCOME ATTRIBUTABLE TO COMPANY'S STOCKHOLDERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE, BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12,367,290
|
|
Royal
Energy Resources, Inc.
Notes
to Adjustments to Pro Forma Financial Statements
Balance
Sheet
|
1.
|
Cash
paid for purchase of interest in Rhino of $4,500,000 and the application of $2,000,000
to reduce Rhino’s line of credit.
|
|
2.
|
Adjustment
to reflect valuation of Rhino assets and related asset retirement obligation.
|
|
3.
|
Adjust
minority interest to its fair value of $2,658,000 plus its share of current earnings
of $378,000.
|
|
4.
|
Reduce
members’ interest to 0 and convert equity to stockholders’ equity. The components
of the reduction include the revaluation of assets, cash paid for the interest by Royal,
the separation of minority interest, retained earnings and goodwill.
|
|
5.
|
Retained
earnings is increased by the revised Rhino earnings of $2,519,000 less the minority interest
share of $378,000.
|
Statement
of Operations
|
6.
|
Reduction
in depreciation, depletion and amortization as a result of the revaluation of the Rhino
assets.
|
|
7.
|
Elimination
of asset impairment charges due to the revaluation of Rhino assets.
|
|
8.
|
Eliminate
gain on sale of assets due to the revaluation of Rhino assets.
|
|
9.
|
Eliminate
discontinued operations which do not affect ongoing operations.
|
|
10.
|
Minority
interest share of revised revenue from Rhino.
|