XML 61 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6
Related Party Transactions
12 Months Ended
Dec. 31, 2011
Related Party Transactions [Abstract]  
Related Party Transactions

12.    Related Party Transactions

Reimbursements to Affiliates of our General Partner

The Partnership’s general partner does not receive any management fee or other compensation for its management of Natural Resource Partners L.P. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for expenses incurred on the Partnership’s behalf. All direct general and administrative expenses are charged to the Partnership as incurred. The Partnership also reimburses indirect general and administrative costs, including certain legal, accounting, treasury, information technology, insurance, administration of employee benefits and other corporate services incurred by our general partner and its affiliates.

The reimbursements to affiliates of the Partnership’s general partner for services performed by Western Pocahontas Properties and Quintana Minerals Corporation are as follows:

 

                         
    For the Years Ended
December 31,
 
    2011     2010     2009  
    (In thousands)  

Reimbursement for services

  $ 9,136     $ 7,358     $ 6,822  
   

 

 

   

 

 

   

 

 

 

The Partnership leases substantially all of two floors of an office building in Huntington, West Virginia from Western Pocahontas Properties and pays $0.5 million in lease payments each year through December 31, 2018.

Transactions with Cline Affiliates

Various companies controlled by Chris Cline lease coal reserves from the Partnership, and the Partnership provides coal transportation services to them for a fee. Mr. Cline, both individually and through another affiliate, Adena Minerals, LLC, owns a 31% interest in the Partnership’s general partner, as well as 16,686,672 common units. At December 31, 2011, the Partnership had accounts receivable totaling $8.4 million from Cline affiliates. Revenues from the Cline affiliates are as follows:

 

                         
    For The Year Ended
December 31,
 
    2011     2010     2009  
    (In thousands)  

Coal royalty revenues

  $ 42,474     $ 32,407     $ 23,325  

Processing fees

    2,975       1,337       193  

Transportation fees

    16,689       14,324       11,495  

Minimums recognized as revenue

          12,400        

Override revenue

    2,691       1,904       2,356  
   

 

 

   

 

 

   

 

 

 
    $ 64,829     $ 62,372     $ 37,369  
   

 

 

   

 

 

   

 

 

 

As of December 31, 2011, the Partnership had received $47.2 million in minimum royalty payments that have not been recouped by Cline affiliates, of which $20.2 million was received in the current year.

The Partnership recognized an asset impairment of $90.9 million during the third quarter of 2011 related to certain of the Partnership’s assets at the Gatling WV location and $70.4 million during the fourth quarter of 2011 related to certain assets at the Gatling Ohio location. These assets were acquired from and are leased by Cline affiliates.

The Partnership recognized a $3.0 million gain on a reserve exchange of over one million tons in Illinois with Williamson Energy. The fair value of the reserves was estimated using Level 3 cash flow approach. The expected cash flows were developed using estimated annual sales tons, forecasted sales prices and anticipated market royalty rates. The tons received will be fully mined during 2012, while the tons exchanged are not included in the current mine plans. The gain is located in Other revenues on the Consolidated Statements of Income.

 

Quintana Capital Group GP, Ltd.

Corbin J. Robertson, Jr. is a principal in Quintana Capital Group GP, Ltd., which controls several private equity funds focused on investments in the energy business. In connection with the formation of Quintana Capital, the Partnership adopted a formal conflicts policy that establishes the opportunities that will be pursued by the Partnership and those that will be pursued by Quintana Capital. The governance documents of Quintana Capital’s affiliated investment funds reflect the guidelines set forth in NRP’s conflicts policy.

A fund controlled by Quintana Capital owns a significant membership interest in Taggart Global USA, LLC, including the right to nominate two members of Taggart’s 5-person board of directors. The Partnership currently has a memorandum of understanding with Taggart Global pursuant to which the two companies have agreed to jointly pursue the development of coal handling and preparation plants. The Partnership owns and leases the plants to Taggart Global, which designs, builds and operates the plants. The lease payments are based on the sales price for the coal that is processed through the facilities. To date, the Partnership has acquired four facilities under this agreement with Taggart with a total cost of $46.6 million. Revenues from Taggart are as follows:

 

                         
    For the Years Ended
December 31,
 
    2011     2010     2009  
    (In thousands)  

Processing revenue

  $ 9,755     $ 5,874     $ 3,872  
   

 

 

   

 

 

   

 

 

 

At December 31, 2011, the Partnership had accounts receivable totaling $1.3 million from Taggart.

A fund controlled by Quintana Capital owns Kopper-Glo, a small coal mining company that is one of the Partnership’s lessees with operations in Tennessee. Revenues from Kopper-Glo are as follows:

 

                         
    For the Years Ended
December 31,
 
    2011     2010     2009  
    (In thousands)  

Coal royalty revenues

  $ 1,629     $ 1,545     $ 1,560  
   

 

 

   

 

 

   

 

 

 

At December 31, 2011, the Partnership also had accounts receivable totaling $0.1 million from Kopper-Glo.