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Revenues from Alpha Metallurgical Resources, Inc. and Foresight are included within the Partnership's Mineral Rights segment. Net income includes $6.66 million of income attributable to preferred unitholders that accumulated during the period, of which $6.53 million is allocated to the common unitholders and $0.13 million is allocated to the general partner. Net income includes $2.15 million of income attributable to preferred unitholders that accumulated during the period, of which $2.11 million is allocated to the common unitholders and $0.04 million is allocated to the general partner. Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023. Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest. The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at March 31, 2024 and December 31, 2023. 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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024 or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     
  

Commission file number:

 001-31465

 

 

nrp20220630_10qimg001.jpg

 

NATURAL RESOURCE PARTNERS LP

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

35-2164875

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1415 Louisiana Street, Suite 3325

Houston, Texas 77002

(Address of principal executive offices)

(Zip Code)

(713) 751-7507

(Registrants telephone number, including area code) 

   

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Units representing limited partner interests

 

NRP

 

New York Stock Exchange

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

Accelerated Filer

 

Non-accelerated Filer

Smaller Reporting Company

 
  

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ☐    No  ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

 

 

NATURAL RESOURCE PARTNERS, L.P.

TABLE OF CONTENTS

 

   

Page

Part I. Financial Information

Item 1.

Consolidated Financial Statements

 
 

Consolidated Balance Sheets

1

 

Consolidated Statements of Comprehensive Income

2

 

Consolidated Statements of Partners Capital

3

 

Consolidated Statements of Cash Flows

4

 

Notes to Consolidated Financial Statements

5

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

Item 4.

Controls and Procedures

26

Part II. Other Information

Item 1.

Legal Proceedings

27

Item 1A.

Risk Factors

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

27

 

Signatures

28

 

i

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

 

  

March 31,

  

December 31,

 
  2024  2023 

(In thousands, except unit data)

 

(Unaudited)

    

ASSETS

        

Current assets

        

Cash and cash equivalents

 $10,990  $11,989 

Accounts receivable, net

  33,874   41,086 

Other current assets, net

  3,494   2,218 

Total current assets

 $48,358  $55,293 

Land

  24,008   24,008 

Mineral rights, net

  390,176   394,483 

Intangible assets, net

  13,340   13,682 

Equity in unconsolidated investment

  268,634   276,549 

Long-term contract receivable, net

  25,632   26,321 

Other long-term assets, net

  8,034   7,540 

Total assets

 $778,182  $797,876 

LIABILITIES AND CAPITAL

        

Current liabilities

        

Accounts payable

 $1,514  $885 

Accrued liabilities

  5,064   12,987 

Accrued interest

  995   584 

Current portion of deferred revenue

  5,635   4,599 

Current portion of long-term debt, net

  14,202   30,785 

Total current liabilities

 $27,410  $49,840 

Deferred revenue

  38,348   38,356 

Long-term debt, net

  174,595   124,273 

Other non-current liabilities

  6,305   7,172 

Total liabilities

 $246,658  $219,641 

Commitments and contingencies (see Note 13)

          

Class A Convertible Preferred Units (71,666 issued and outstanding at March 31, 2024 and December 31, 2023 at $1,000 par value per unit; liquidation preference of $1,850 per unit at March 31, 2024 and December 31, 2023) (See Note 3)

 $47,181  $47,181 

Partners’ capital

        

Common unitholders’ interest (12,960,064 and 12,634,642 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively)

 $474,095  $503,076 

General partner’s interest

  7,721   8,005 

Warrant holders’ interest

  4,804   23,095 

Accumulated other comprehensive loss

  (2,277)  (3,122)

Total partners’ capital

 $484,343  $531,054 

Total liabilities and partners' capital

 $778,182  $797,876 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

   

For the Three Months Ended March 31,

 

(In thousands, except per unit data)

 

2024

   

2023

 

Revenues and other income

               

Royalty and other mineral rights

  $ 67,372     $ 76,271  

Transportation and processing services

    3,427       3,598  

Equity in earnings of Sisecam Wyoming

    5,450       19,254  

Gain on asset sales and disposals

    165       96  

Total revenues and other income

  $ 76,414     $ 99,219  
                 

Operating expenses

               

Operating and maintenance expenses

  $ 5,733     $ 7,163  

Depreciation, depletion and amortization

    4,654       4,083  

General and administrative expenses

    6,327       5,845  

Total operating expenses

  $ 16,714     $ 17,091  
                 

Income from operations

  $ 59,700     $ 82,128  
                 

Interest expense, net

  $ (3,487 )   $ (2,853 )
                 

Net income

  $ 56,213     $ 79,275  

Less: income attributable to preferred unitholders

    (2,150 )     (6,661 )

Less: redemption of preferred units

          (16,228 )

Net income attributable to common unitholders and the general partner

  $ 54,063     $ 56,386  
                 

Net income attributable to common unitholders

  $ 52,982     $ 55,258  

Net income attributable to the general partner

    1,081       1,128  
                 

Net income per common unit (see Note 5)

               

Basic

  $ 4.13     $ 4.40  

Diluted

    3.83       3.44  
                 

Net income

  $ 56,213     $ 79,275  

Comprehensive income (loss) from unconsolidated investment and other

    845       (19,583 )

Comprehensive income

  $ 57,058     $ 59,692  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL

(Unaudited)

 

                                   

Accumulated

         
                                   

Other

   

Total

 
   

Common Unitholders

   

General

   

Warrant

   

Comprehensive

   

Partners'

 

(In thousands)

 

Units

   

Amounts

   

Partner

   

Holders

   

Loss

   

Capital

 

Balance at December 31, 2023

    12,635     $ 503,076     $ 8,005     $ 23,095     $ (3,122 )   $ 531,054  

Net income (1)

          55,089       1,124                   56,213  

Distributions to common unitholders and the general partner

          (41,342 )     (844 )                 (42,186 )

Distributions to preferred unitholders

          (2,107 )     (43 )                 (2,150 )

Issuance of unit-based awards

    126                                

Unit-based awards amortization and vesting, net

          (3,971 )                       (3,971 )

Capital contribution

                227                   227  

Warrant settlements

    199       (36,650 )     (748 )     (18,291 )           (55,689 )

Comprehensive income from unconsolidated investment and other

                            845       845  

Balance at March 31, 2024

    12,960     $ 474,095     $ 7,721     $ 4,804     $ (2,277 )   $ 484,343  
         
(1)

Net income includes $2.15 million of income attributable to preferred unitholders that accumulated during the period, of which $2.11 million is allocated to the common unitholders and $0.04 million is allocated to the general partner.

 

                                   

Accumulated

         
                                   

Other

   

Total

 
   

Common Unitholders

   

General

   

Warrant

   

Comprehensive

   

Partners'

 

(In thousands)

 

Units

   

Amounts

   

Partner

   

Holders

   

Income (Loss)

   

Capital

 

Balance at December 31, 2022

    12,506     $ 404,799     $ 5,977     $ 47,964     $ 18,717     $ 477,457  

Net income (1)

          77,690       1,585                   79,275  

Redemption of preferred units

          (15,904 )     (324 )                 (16,228 )

Distributions to common unitholders and the general partner

          (40,082 )     (818 )                 (40,900 )

Distributions to preferred unitholders

          (7,924 )     (162 )                 (8,086 )

Issuance of unit-based awards

    129                                

Unit-based awards amortization and vesting, net

          (1,178 )                       (1,178 )

Capital contribution

                142                   142  

Comprehensive loss from unconsolidated investment and other

                            (19,583 )     (19,583 )

Balance at March 31, 2023

    12,635     $ 417,401     $ 6,400     $ 47,964     $ (866 )   $ 470,899  
         

(1)

Net income includes $6.66 million of income attributable to preferred unitholders that accumulated during the period, of which $6.53 million is allocated to the common unitholders and $0.13 million is allocated to the general partner.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

For the Three Months Ended March 31,

 

(In thousands)

 

2024

   

2023

 

Cash flows from operating activities

               

Net income

  $ 56,213     $ 79,275  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation, depletion and amortization

    4,654       4,083  

Distributions from unconsolidated investment

    14,210       10,780  

Equity earnings from unconsolidated investment

    (5,450 )     (19,254 )

Gain on asset sales and disposals

    (165 )     (96 )

Bad debt expense

    (813 )     (610 )

Unit-based compensation expense

    2,964       2,491  

Amortization of debt issuance costs and other

    (749 )     25  

Change in operating assets and liabilities:

               

Accounts receivable

    9,433       7,061  

Accounts payable

    629       (541 )

Accrued liabilities

    (8,225 )     (8,805 )

Accrued interest

    412       263  

Deferred revenue

    1,028       (154 )

Other items, net

    (2,642 )     (1,618 )

Net cash provided by operating activities

  $ 71,499     $ 72,900  
                 

Cash flows from investing activities

               

Proceeds from asset sales and disposals

  $ 165     $ 101  

Return of long-term contract receivable

    647       598  

Capital expenditures

          (2 )

Net cash provided by investing activities

  $ 812     $ 697  
                 

Cash flows from financing activities

               

Debt borrowings

  $ 89,357     $ 94,200  

Debt repayments

    (55,696 )     (89,696 )

Distributions to common unitholders and the general partner

    (42,186 )     (40,900 )

Distributions to preferred unitholders

    (2,150 )     (8,086 )

Redemption of preferred units

          (47,499 )

Warrant settlements (see Note 3)

    (55,689 )      

Other items, net

    (6,946 )     (3,052 )

Net cash used in financing activities

  $ (73,310 )   $ (95,033 )
                 

Net decrease in cash and cash equivalents

  $ (999 )   $ (21,436 )

Cash and cash equivalents at beginning of period

    11,989       39,091  

Cash and cash equivalents at end of period

  $ 10,990     $ 17,655  
                 

Supplemental cash flow information:

               

Cash paid for interest

  $ 2,843     $ 2,474  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.    Basis of Presentation

 

Nature of Business

 

Natural Resource Partners L.P. (the "Partnership") engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling 49% interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into two operating segments further described in Note 6. Segment Information. The Partnership’s operations are conducted through, and its operating assets are owned by, its subsidiaries. The Partnership owns its subsidiaries through one wholly owned operating company, NRP (Operating) LLC ("Opco"). As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.

 

Principles of Consolidation and Reporting

 

The accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023 and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on March 7, 2024. Reclassifications have been made to prior year amounts in the Consolidated Financial Statements to conform with current year presentation. These reclassifications had no impact on previously reported total assets, total liabilities, partners' capital, net income, or cash flows from operating, investing or financing activities.

 

Recently Issued Accounting Standard

 

In  November 2023, the FASB issued ASU No. 2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. The guidance is effective for annual periods beginning after  December 15, 2023 and quarterly periods beginning after December 15, 2024 and will be adopted retrospectively to all prior periods presented in the financial statements. NRP does not expect the adoption of ASU 2023-07 to have a material effect on its Consolidated Financial Statements.

 

5

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

2.    Revenues from Contracts with Customers

 

The following table presents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:

 

   

For the Three Months Ended March 31,

 

(In thousands)

 

2024

   

2023

 

Coal royalty revenues

  $ 46,818     $ 58,023  

Production lease minimum revenues

    924       613  

Minimum lease straight-line revenues

    4,171       4,503  

Carbon neutral initiative revenues

    2,161       2,118  

Property tax revenues

    1,892       1,470  

Wheelage revenues

    2,672       3,869  

Coal overriding royalty revenues

    1,169       188  

Lease amendment revenues

    702       851  

Aggregates royalty revenues

    772       753  

Oil and gas royalty revenues

    3,640       3,588  

Other revenues

    653       295  

Royalty and other mineral rights revenues

  $ 65,574     $ 76,271  

Transportation and processing services revenues

    2,836       2,933  

Total Mineral Rights segment revenues from contracts with customers

  $ 68,410     $ 79,204  

 

The following table details the Partnership's Mineral Rights segment receivables and liabilities resulting from contracts with customers:

 

   

March 31,

   

December 31,

 

(In thousands)

 

2024

   

2023

 

Receivables

               

Accounts receivable, net

  $ 29,978     $ 37,206  

Other current assets, net (1)

    2,221       429  
                 

Contract liabilities

               

Current portion of deferred revenue

  $ 5,635     $ 4,599  

Deferred revenue

    38,348       38,356  
         
(1)

Other current assets, net includes short-term notes receivables from contracts with customers.

 

The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue: 

 

   

For the Three Months Ended March 31,

 

(In thousands)

 

2024

   

2023

 

Balance at beginning of period (current and non-current)

  $ 42,955     $ 46,437  

Increase due to minimums and lease amendment fees

    6,979       7,770  

Recognition of previously deferred revenue

    (5,951 )     (7,924 )

Balance at end of period (current and non-current)

  $ 43,983     $ 46,283  

 

The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty leases are as follows as of  March 31, 2024 (in thousands):

 

Lease Term (1)

 

Weighted Average Remaining Years

   

Annual Minimum Payments

 

0 - 5 years

    1.9     $ 17,362  

5 - 10 years

    6.3       17,237  

10+ years

    11.8       25,779  

Total

    7.4     $ 60,378  
         
(1)

Lease term does not include renewal periods.

 

6

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

3.      Class A Convertible Preferred Units and Warrants

 

On March 2, 2017, NRP issued $250 million of Class A Convertible Preferred Units representing limited partner interests in NRP (the "preferred units") to certain entities controlled by funds affiliated with The Blackstone Group Inc. (collectively referred to as "Blackstone") and certain affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree") (together the "preferred purchasers") pursuant to a Preferred Unit and Warrant Purchase Agreement. NRP issued 250,000 preferred units to the preferred purchasers at a price of $1,000 per preferred unit (the "per unit purchase price"), less a 2.5% structuring and origination fee. The preferred units entitle the preferred purchasers to receive cumulative distributions at a rate of 12% of the purchase price per year, up to one half of which NRP may pay in additional preferred units (such additional preferred units, the "PIK units"). The preferred units have a perpetual term, unless converted or redeemed as described below.

 

NRP also issued two tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $22.81 and warrants to purchase 2.25 million common units with a strike price of $34.00). The warrants may be exercised by the holders thereof at any time before the eighth anniversary of the closing date. Upon exercise of the warrants, NRP may, at its option, elect to settle the warrants in common units or cash, each on a net basis. However, in the first quarter of 2024 the remaining warrants were settled and none of the Partnership's warrants remain outstanding as of April 18, 2024.

 

After March 2, 2022 and prior to March 2, 2025, the holders of the preferred units may elect to convert up to 33% of the outstanding preferred units in any 12-month period into common units if the volume weighted average trading price of our common units (the "VWAP") for the 30 trading days immediately prior to date notice is provided is greater than $51.00. In such case, the number of common units to be issued upon conversion would be equal to the per unit purchase price plus the value of any accrued and unpaid distributions divided by an amount equal to a 7.5% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion. Rather than have the preferred units convert to common units in accordance with the provisions of this paragraph, NRP would have the option to elect to redeem the preferred units proposed to be converted for cash at a price equal to the per unit purchase price plus the value of any accrued and unpaid distributions.

 

On or after March 2, 2025, the holders of the preferred units may elect to convert the preferred units to common units at a conversion rate equal to the Liquidation Value divided by an amount equal to a 10% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion. The “liquidation value” will be an amount equal to the greater of: (1) (a) the per unit purchase price multiplied by (i) prior to March 2, 2020, 1.50, (ii) on or after March 2, 2020 and prior to March 2, 2021, 1.70 and (iii) on or after March 2, 2021, 1.85, less (b)(i) all preferred unit distributions previously made by NRP and (ii) all cash payments previously made in respect of redemption of any PIK units; and (2) the per unit purchase price plus the value of all accrued and unpaid distributions.

 

To the extent the holders of the preferred units have not elected to convert their preferred units before March 2, 2029, NRP has the right to force conversion of the preferred units at a price equal to the liquidation value divided by an amount equal to a 10% discount to the VWAP for the 30 trading days immediately prior to the notice of conversion.

 

In addition, NRP has the ability to redeem at any time (subject to compliance with its debt agreements) all or any portion of the preferred units and any outstanding PIK units for cash. The redemption price for each outstanding PIK unit is $1,000 plus the value of any accrued and unpaid distributions per PIK unit. The redemption price for each preferred unit is the liquidation value divided by the number of outstanding preferred units. The preferred units are redeemable at the option of the preferred purchasers only upon a change in control.

 

The terms of the preferred units contain certain restrictions on NRP's ability to pay distributions on its common units. To the extent that either (i) NRP's consolidated Leverage Ratio, as defined in the Partnership's Fifth Amended and Restated Partnership Agreement dated March 2, 2017 (the "Restated Partnership Agreement"), is greater than 3.25x, or (ii) the ratio of NRP's Distributable Cash Flow (as defined in the Restated Partnership Agreement) to cash distributions made or proposed to be made is less than 1.2x (in each case, with respect to the most recently completed four-quarter period), NRP may not increase the quarterly distribution above $0.45 per quarter without the approval of the holders of a majority of the outstanding preferred units. In addition, if at any time after January 1, 2022, any PIK units are outstanding, NRP may not make distributions on its common units until it has redeemed all PIK units for cash.

 

The holders of the preferred units have the right to vote with holders of NRP’s common units on an as-converted basis and have other customary approval rights with respect to changes of the terms of the preferred units. In addition, pursuant to the Restated Partnership Agreement, Blackstone had certain approval rights over certain matters as identified in the Restated Partnership Agreement. GoldenTree has limited approval rights that expanded when Blackstone's ownership fell below the minimum preferred unit threshold (as defined below). These approval rights are not transferrable without NRP's consent and terminate at such time that Blackstone (together with their affiliates) or GoldenTree (together with their affiliates), as applicable, no longer own at least 20% of the total number of preferred units issued on the closing date, together with all PIK units that have been issued but not redeemed (the "minimum preferred unit threshold").

 

At the closing, pursuant to the Board Rights Agreement, the Preferred Purchasers received certain board appointment and observation rights, and Blackstone appointed one director and one observer to the Board of Directors. However, in 2023, we repurchased all of Blackstone's preferred units which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result. In connection with the repurchase, Blackstone's board designee resigned from the Board of Directors. GoldenTree did not exercise its one-time option pursuant to the Board Rights Agreement to appoint either a director or an observer to the Board of Directors within 30 days of receipt of notice that Blackstone (and their affiliates) no longer own the Minimum Preferred Unit Threshold and GoldenTree no longer has the right to appoint either a director or an observer to the Board of Directors.

 

NRP also entered into a registration rights agreement (the "preferred unit and warrant registration rights agreement") with the preferred purchasers, pursuant to which NRP is required to file (i) a shelf registration statement to register the common units issuable upon exercise of the warrants and to cause such registration statement to become effective not later than 90 days following the closing date and (ii) a shelf registration statement to register the common units issuable upon conversion of the preferred units and to cause such registration statement to become effective not later than the earlier of the fifth anniversary of the closing date or 90 days following the first issuance of any common units upon conversion of preferred units. In addition, the preferred unit and warrant registration rights agreement gives the preferred purchasers piggyback registration and demand underwritten offering rights under certain circumstances. The shelf registration statement to register the common units issuable upon exercise of the warrants became effective on April 20, 2017. The shelf registration statement to register the common units issuable upon exercise of the preferred units became effective on February 11, 2022. 

 

7

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 

Accounting for the Preferred Units and Warrants

 

Classification

 

The preferred units are accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may be exercised at the election of preferred purchasers. The warrants are accounted for as equity on NRP's Consolidated Balance Sheets.

 

Initial Measurement

 

The net transaction price was allocated to the preferred units and warrants based on their relative fair values at inception date. NRP allocated the transaction issuance costs to the preferred units and warrants primarily on a pro-rata basis based on their relative inception date allocated values.

 

Subsequent Measurement

 

Preferred Units

 

Subsequent adjustment of the preferred units will not occur until NRP has determined that the conversion or redemption of all or a portion of the preferred units is probable of occurring. Once conversion or redemption becomes probable of occurring, the carrying amount of the preferred units will be accreted to their redemption value over the period from the date the feature is probable of occurring to the date the preferred units can first be converted or redeemed. 

 

 During the three months ended March 31, 2023, the Partnership received a notice from holders of the Class A Preferred Units exercising their right to either convert or redeem, at the election of NRP, an aggregate of 47,499 Class A Preferred Units. The Partnership chose to redeem the preferred units for $47.5 million in cash rather than issuing common units. Of the originally issued 250,000 Class A Preferred Units, 71,666 Class A Preferred Units remained outstanding as of March 31, 2024 and December 31, 2023. These preferred units had a $47.2 million carrying value included in class A convertible preferred on the Partnership's Consolidated Balance Sheets at March 31, 2024 and December 31, 2023.

 

Warrants

 

Subsequent adjustment of the warrants will not occur until the warrants are exercised, at which time, NRP may, at its option, elect to settle the warrants in common units or cash, each on a net basis. The net basis will be equal to the difference between the Partnership's common unit price and the strike price of the warrant. Once warrant exercise occurs, the difference between the carrying amount of the warrants and the net settlement amount will be allocated on a pro-rata basis to the common unitholders and general partner.

 

During the three months ended March 31, 2024, the Partnership settled a total of 1,219,665 warrants to purchase common units with a strike price of $34.00. On  January 29, 2024 (the  "January 2024 exercise date"), holders of the Partnership's warrants exercised 462,165 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $10.0 million in cash and 198,767 common units. The 15-day VWAP ending on the business day prior to the  January 2024 exercise date was $97.62. On  February 7, 2024 (the  "February 7, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $8.0 million in cash. The 15-day VWAP ending on the business day prior to the  February 7, 2024 exercise date was $96.29. On  February 8, 2024 (the  "February 8, 2024 exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The 15-day VWAP ending on the business day prior to the  February 8, 2024 exercise date was $95.63. The Partnership settled these warrants on a net basis with $7.9 million in cash. On  February 14, 2024 (the  "February 14, 2024 exercise date"), holders of the Partnership's warrants exercised 500,000 warrants at a strike price of $34.00. The 15-day VWAP ending on the business day prior to the  February 14, 2024 exercise date was $93.47. The Partnership settled these warrants on a net basis with $29.7 million in cash. Of the originally issued 4,000,000 warrants, 320,335 and 1,540,000 warrants to purchase common units with a strike price of $34.00 remained outstanding as of March 31, 2024 and December 31, 2023, respectively. These warrants had a carrying value of $4.8 million and $23.1 million included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, respectively. In the first quarter of 2024, the remaining 320,335 warrants were settled and none of the Partnership's warrants remain outstanding as of April 18, 2024. See Note 17. Subsequent Events for more information. 

 

Embedded Features

 

Certain embedded features within the preferred unit and warrant purchase agreement are accounted for at fair value and are remeasured each quarter. See Note 10. Fair Value Measurements for further information regarding valuation of these embedded derivatives.

 

8

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

4.    Common and Preferred Unit Distributions

 

The Partnership makes cash distributions to common and preferred unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.

 

Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership. The general partner is entitled to receive 2% of such distributions.

 

Income available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period. NRP reduced net income available to common unitholders and the general partner by $2.2 million and $6.7 million during the three months ended March 31, 2024 and 2023, respectively, as a result of accumulated preferred unit distributions earned during the period. Of the $6.7 million in accumulated preferred unit distributions earned during the three months ended March 31, 2023, $0.6 million was paid in February 2023 in connection with the preferred units that were redeemed in February 2023. Income available to common unitholders and the general partner is also reduced by the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units. As such, NRP reduced net income available to common unitholders and the general partner by $16.2 during the three months ended March 31, 2023. 

 

The following table shows the cash distributions declared and paid to common and preferred unitholders during the three months ended March 31, 2024 and 2023, respectively:

 

                                     
       

Common Units

   

Preferred Units

 

Month Paid

 

Period Covered by Distribution

  Distribution per Unit     Total Distribution (1) (In thousands)     Distribution per Unit     Total Distribution (In thousands)  

2024

                                   

February

 

October 1 - December 31, 2023

  $ 0.75     $ 9,918     $ 30.00     $ 2,150  

March (2)

 

Special Distribution

    2.44       32,268              
                                     

2023

                                   

February

 

October 1 - December 31, 2022

  $ 0.75     $ 9,571     $ 30.00     $ 7,500  

February (3)

 

January 1 - February 8, 2023

                12.33       586  

March (4)

 

Special Distribution

    2.43       31,329              
         
(1)

Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.

(2) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2023.
(3) Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023.
(4) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022.

 

9

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

5.    Net Income Per Common Unit 

 

Basic net income per common unit is computed by dividing net income, after considering income attributable to preferred unitholders, the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units, and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.

 

The dilutive effect of the preferred units is calculated using the if-converted method. Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The calculation of diluted net income per common unit for the three months ended March 31, 2024 and 2023 includes the assumed conversion of the remaining preferred units. The calculation of diluted net income per common unit for the three months ended March 31, 2023 does not include the assumed conversion of the preferred units that were redeemed during the three months ended March 31, 2023 as the inclusion of these units would be anti-dilutive.

 

The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period. The calculation of diluted net income per common unit for the three months ended March 31, 2024 includes the net settlement of warrants to purchase 320,335 common units with a strike price of $34.00. The calculation of diluted net income per common unit for the three months ended March 31, 2023 includes the net settlement of warrants to purchase 752,500 common units at a strike price of $22.81 and the net settlement of warrants to purchase 2,250,000 million common units with a strike price of $34.00.

 

The following table reconciles the numerator and denominator of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit: 

 

  

For the Three Months Ended March 31,

 

(In thousands, except per unit data)

 

2024

  

2023

 

Basic net income per common unit

        

Net income attributable to common unitholders

 $52,982  $55,258 

Weighted average common units—basic

  12,832   12,570 

Basic net income per common unit

 $4.13  $4.40 
         

Diluted net income per common unit

        

Weighted average common units—basic

  12,832   12,570 

Plus: dilutive effect of preferred units

  775   3,778 

Plus: dilutive effect of warrants

  521   1,255 

Plus: dilutive effect of unvested unit-based awards

  265   209 

Weighted average common units—diluted

  14,393   17,812 
         

Net income

 $56,213  $79,275 

Less: income attributable to preferred unitholders

     (586)

Less: redemption of preferred units

     (16,228)

Diluted net income attributable to common unitholders and the general partner

 $56,213  $62,461 

Less: diluted net income attributable to the general partner

  (1,124)  (1,249)

Diluted net income attributable to common unitholders

 $55,089  $61,212 
         

Diluted net income per common unit

 $3.83  $3.44 

 

10

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

6.    Segment Information

 

The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. and that are managed accordingly. NRP has the following two operating segments:

 

Mineral Rights—consists of mineral interests and other subsurface rights across the United States. NRP's ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy. The Partnership is working to strategically redefine its business as a key player in the transitional energy economy in the years to come.

 

Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally to the glass and chemicals industries.

 

Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.

 

Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

 

The following table summarizes certain financial information for each of the Partnership's business segments:

 

   

Operating Segments

                 

(In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

For the Three Months Ended March 31, 2024

                               

Revenues

  $ 70,799     $ 5,450     $     $ 76,249  

Gain on asset sales and disposals

    165                   165  

Operating and maintenance expenses

    5,671       62             5,733  

Depreciation, depletion and amortization

    4,649             5       4,654  

General and administrative expenses

                6,327       6,327  

Interest expense, net

                3,487       3,487  

Net income (loss)

    60,644       5,388       (9,819 )     56,213  
                                 

For the Three Months Ended March 31, 2023

                               

Revenues

  $ 79,869     $ 19,254     $     $ 99,123  

Gain on asset sales and disposals

    96                   96  

Operating and maintenance expenses

    7,005       158             7,163  

Depreciation, depletion and amortization

    4,079             4       4,083  

General and administrative expenses

                5,845       5,845  

Interest expense, net

                2,853       2,853  

Net income (loss)

    68,881       19,096       (8,702 )     79,275  

 

11

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

7.    Equity Investment

 

The Partnership accounts for its 49% investment in Sisecam Wyoming using the equity method of accounting. Activity related to this investment is as follows: 

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2024

  

2023

 

Balance at beginning of period

 $276,549  $306,470 

Income allocation to NRP’s equity interests (1)

  6,646   20,364 

Amortization of basis difference

  (1,196)  (1,110)

Other comprehensive income (loss)

  845   (19,583)

Distributions

  (14,210)  (10,780)

Balance at end of period

 $268,634  $295,361 
     
(1)Amounts reclassified into income out of accumulated other comprehensive loss were $1.6 million and $(20.6) million for the three months ended March 31, 2024 and 2023, respectively.

 

The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for the three months ended March 31, 2024 and 2023:

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2024

  

2023

 

Net sales

 $130,431  $207,128 

Gross profit

  21,133   49,055 

Net income

  13,563   41,560 

 

 

8.    Mineral Rights, Net

 

The Partnership’s mineral rights consist of the following:

 

  

March 31, 2024

  

December 31, 2023

 

(In thousands)

 

Carrying Value

  

Accumulated Depletion

  

Net Book Value

  

Carrying Value

  

Accumulated Depletion

  

Net Book Value

 

Coal properties

 $661,256  $(289,570) $371,686  $661,256  $(285,470) $375,786 

Aggregates properties

  8,655   (3,848)  4,807   8,655   (3,761)  4,894 

Oil and gas royalty properties

  12,354   (10,203)  2,151   12,354   (10,082)  2,272 

Other

  13,143   (1,611)  11,532   13,143   (1,612)  11,531 

Total mineral rights, net

 $695,408  $(305,232) $390,176  $695,408  $(300,925) $394,483 

 

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $4.3 million and $3.9 million for the three months ended March 31, 2024 and 2023, respectively.

 

The Partnership has developed procedures to evaluate its long-lived assets for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable reserves or production ceasing on a property for an extended period. This analysis is based on historic, current and future performance and considers both quantitative and qualitative information. As a result of the Partnership's analyses, NRP had no impairment expense during the three months ended March 31, 2024 and 2023.

 

12

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

9.    Debt, Net 

 

The Partnership's debt consists of the following:

 

  

March 31,

  

December 31,

 

(In thousands)

 

2024

  

2023

 

Opco Credit Facility

 $146,191  $95,834 

Opco Senior Notes

        

5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

 $  $12,685 

8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

     4,012 

5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

  34,262   34,262 

5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

  8,732   8,732 

Total Opco Senior Notes

 $42,994  $59,691 

Total debt at face value

 $189,185  $155,525 

Net unamortized debt issuance costs

  (388)  (467)

Total debt, net

 $188,797  $155,058 

Less: current portion of long-term debt

  (14,202)  (30,785)

Total long-term debt, net

 $174,595  $124,273 

 

Opco Debt

 

All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC. As of March 31, 2024 and December 31, 2023, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

 

Opco Credit Facility

 

In May 2023, the Partnership entered into the Sixth Amendment (the "Sixth Amendment) to the Opco Credit Facility (the "Opco Credit Facility"). The Sixth Amendment maintained the term of the Opco Credit Facility until August 2027. Lender commitments under the Opco Credit Facility increased from $130.0 million to $155.0 million, with the ability to expand such commitments to $200.0 million with the addition of future commitments. In  February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $30.0 million. The Opco Credit Facility continues to operate under its existing terms and conditions in all material respects. The Sixth Amendment also includes modifications to Opco’s ability to declare and make certain restricted payments. The Opco Credit Facility contains financial covenants requiring Opco to maintain:

 

A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x; provided, and

 

an interest coverage ratio of consolidated EBITDDA to the sum of consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0.

 

As of December 31, 2023, the Partnership had $95.8 million in borrowings outstanding under the Opco Credit Facility and $59.2 million of available borrowing capacity. During the three months ended March 31, 2024, the Partnership borrowed $89.4 million and repaid $39.0 million, resulting in $146.2 million in borrowings outstanding under the Opco Credit Facility and $53.8 million of available borrowing capacity as of March 31, 2024. During the three months ended March 31, 2023, the Partnership borrowed $94.2 million and repaid $73.0 million on the Opco Credit Facility. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the three months ended March 31, 2024 and 2023 was 8.94% and 8.14%, respectively.

 

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $312.4 million and $316.3 million classified as mineral rights, net and other long-term assets, net and $25.6 million and $26.3 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively.

 

Opco Senior Notes   

 

Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of March 31, 2024 and December 31, 2023, the Opco Senior Notes had cumulative principal balances of $43.0 million and $59.7 million, respectively. Opco made mandatory principal payments of $16.7 million during the three months ended March 31, 2024 and 2023.

 

13

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

10.    Fair Value Measurements 

 

Fair Value of Financial Assets and Liabilities

 

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature. The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.

 

The following table shows the carrying value and estimated fair value of the Partnership's debt and contract receivable:

 

      

March 31, 2024

  

December 31, 2023

 
  

Fair Value

  

Carrying

  

Estimated

  

Carrying

  

Estimated

 

(In thousands)

 

Hierarchy Level

  

Value

  

Fair Value

  

Value

  

Fair Value

 

Debt:

                    

Opco Senior Notes (1)

  3  $42,606  $39,971  $59,224  $56,533 

Opco Credit Facility (2)

  3   146,191   146,191   95,834   95,384 
                     

Assets:

                    

Contract receivable, net (current and long-term) (3)

  3  $28,309  $24,071  $28,946  $24,492 
     
(1)The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. 
(2)The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay the debt at any time without penalty.
(3)The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at March 31, 2024 and December 31, 2023.

 

NRP has embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that are accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring. The embedded derivatives are revalued quarterly and changes in their fair value would be recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income. The embedded derivatives had zero value as of March 31, 2024 and December 31, 2023.

 

 

11.    Related Party Transactions

 

Affiliates of our General Partner

 

The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income. NRP also reimburses overhead costs incurred by its affiliates, including Quintana Infrastructure Development ("QID"), to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

 

Direct general and administrative expenses charged to the Partnership by QMC, WPPLP and QID are included on the Partnership's Consolidated Statement of Comprehensive Income as follows:

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2024

  

2023

 

Operating and maintenance expenses

 $1,766  $1,719 

General and administrative expenses

  1,303   1,320 

 

The Partnership had accounts payable to QMC of $0.4 million on its Consolidated Balance Sheets at both  March 31, 2024 and December 31, 2023 and $0.4 million and $0.2 million of accounts payable to WPPLP at March 31, 2024 and December 31, 2023, respectively.

 

As a result of its office lease with WPPLP, the Partnership has a right-of-use asset and lease liability of $3.5 million included in other long-term assets, net and other non-current liabilities, respectively on its Consolidated Balance Sheets at both March 31, 2024 and December 31, 2023. 

 

During the three months ended March 31, 2024 and 2023, the Partnership recognized $0.03 million and $2.0 million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. 

 

14

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

12.    Major Customers 

 

Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:

 

   

For the Three Months Ended March 31,

 
   

2024

   

2023

 

(In thousands)

 

Revenues

   

Percent

   

Revenues

   

Percent

 

Alpha Metallurgical Resources, Inc. (1)

  $ 20,902       27 %   $ 24,218       24 %

Foresight Energy Resources LLC ("Foresight") (1)

  $ 12,846       17 %   $ 12,529       13 %
         

(1)

Revenues from Alpha Metallurgical Resources, Inc. and Foresight are included within the Partnership's Mineral Rights segment.

 

 

13.    Commitments and Contingencies

 

NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.

 

 

14.    Unit-Based Compensation

 

During the three months ended March 31, 2024 and 2023, the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive Plan. The Partnership's service and performance-based awards are valued using the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation. The grant date fair value of these awards granted during three months ended March 31, 2024 and 2023 was $6.7 million and $15.9 million, respectively, which included a grant date fair value of $2.5 and $2.8 million for the market-based awards valued using a Monte Carlo simulation during the three months ended March 31, 2024 and 2023, respectively. Total unit-based compensation expense associated with these awards was $3.0 million and $2.5 million for the three months ended March 31, 2024 and 2023, respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. The unamortized cost associated with unvested outstanding awards as of March 31, 2024 is $17.5 million, which is to be recognized over a weighted average period of 2.0 years. The unamortized cost associated with unvested outstanding awards as of  December 31, 2023 was $13.3 million.

 

A summary of the unit activity in the outstanding grants during 2024 is as follows:

 

(In thousands)

 

Common Units

   

Weighted Average Grant Date Fair Value per Common Unit

 

Outstanding at January 1, 2024

    483     $ 46.21  

Granted

    65     $ 103.50  

Fully vested and issued

    (197 )   $ 38.76  

Outstanding at March 31, 2024

    351     $ 60.91  

 

15

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

15.    Financing Transaction

 

The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to 80 additional years. Minimum payments are $5.0 million per year through the end of the lease term. The Partnership is also entitled to variable payments in the form of throughput fees based on the amount of coal transported and processed utilizing the Partnership's assets. In the event the Sugar Camp lease is renewed beyond 2032, payments become a fixed ten thousand dollars per year for the remainder of the renewed term.

 

 

16.    Credit Losses

 

The Partnership is exposed to credit losses through collection of its short-term trade receivables resulting from contracts with customers and a long-term receivable resulting from a financing transaction with a customer. The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method. NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. Examples of these facts or circumstances include, but are not limited to, contract disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property. For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.

 

As of March 31, 2024 and December 31, 2023, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:

 

  

March 31, 2024

  

December 31, 2023

 

(In thousands)

 

Gross

  

CECL Allowance

  

Net

  

Gross

  

CECL Allowance

  

Net

 

Receivables

 $40,992  $(4,896) $36,096  $47,170  $(5,655) $41,515 

Long-term contract receivable

  26,552   (920)  25,632   27,265   (944)  26,321 

Total

 $67,544  $(5,816) $61,728  $74,435  $(6,599) $67,836 

 

NRP recorded reversals of $0.8 million and $0.6 million of operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the three months ended March 31, 2024 and 2023, respectively. 

 

NRP has procedures in place to monitor its ongoing credit exposure through timely review of counterparty balances against contract terms and due dates, account and financing receivable reconciliation, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.

 

 

17.    Subsequent Events

 

The following represents material events that have occurred subsequent to March 31, 2024 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:

 

Common Unit and Preferred Unit Distributions

 

In May 2024, the Board of Directors declared a distribution of $0.75 per common unit with respect to the first quarter of 2024. The Board of Directors also declared a $2.15 million cash distribution on NRP's outstanding preferred units with respect to the first quarter of 2024.

 

Warrant Exercise

 

On  April 16, 2024 (the "exercise date"), holders of the Partnership's warrants exercised 320,335 warrants with a strike price of $34.00. On April 18, 2024, the Partnership settled the warrants on a net basis with $10.0 million in cash and 89,059 common units. The 15-day VWAP ending on the business day prior to the exercise date was $90.33. Of the originally issued 4.0 million warrants, none of the Partnership's warrants remain outstanding after this exercise. As a result of this exercise, warrant holders' interest on the Partnership's Statement of Partners' Capital decreased by $4.8 million during April 2024. 

 

 

16

 
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following review of operations for the three month periods ended March 31, 2024 and 2023 should be read in conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Form 10-Q and with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2023.

 

As used herein, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries.

 

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

 

Statements included in this 10-Q may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: future distributions on our common and preferred units; our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected future performance by our lessees; Sisecam Wyoming LLC’s ("Sisecam Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.

 

These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. See "Item 1A. Risk Factors" included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023 for important factors that could cause our actual results of operations or our actual financial condition to differ.

 

NON-GAAP FINANCIAL MEASURES

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income or loss, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. For a description of Opco's debt agreements, see Note 9. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2023. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.

 

Distributable Cash Flow

 

Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivable; less maintenance capital expenditures. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

 

Free Cash Flow

 

Free cash flow ("FCF") represents net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures and cash flow used in acquisition costs classified as investing or financing activities. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

 

Leverage Ratio

 

Leverage ratio represents the outstanding principal of our debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. We believe that leverage ratio is a useful measure to management and investors to evaluate and monitor our indebtedness relative to our ability to generate income to service such debt and in understanding trends in our overall financial condition. Leverage ratio may not be calculated the same for us as for other companies and is not a substitute for, and should not be used in conjunction with, GAAP financial ratios. 

 

17

 

Introduction

 

The following discussion and analysis presents management's view of our business, financial condition and overall performance. Our discussion and analysis consists of the following subjects:

•    Executive Overview

•    Results of Operations

•    Liquidity and Capital Resources

•    Off-Balance Sheet Transactions

•    Related Party Transactions

•    Summary of Critical Accounting Estimates

•    Recent Accounting Standards

 

Executive Overview

 

We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and own a non-controlling 49% interest in Sisecam Wyoming, a trona ore mining and soda ash production business. Our common units trade on the New York Stock Exchange under the symbol "NRP." Our business is organized into two operating segments:

 

Mineral Rights—consists of approximately 13 million acres of mineral interests and other subsurface rights across the United States. If combined in a single tract, our ownership would cover roughly 20,000 square miles. Our ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy. We are working to strategically redefine our business as a key player in the transitional energy economy in the years to come.

 

Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Sisecam Wyoming mines the trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.

 

Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment.

 

Our financial results by segment for the three months ended March 31, 2024 are as follows:

 

   

Operating Segments

                 

(In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

Revenues and other income

  $ 70,964     $ 5,450     $     $ 76,414  

Net income (loss)

  $ 60,644     $ 5,388     $ (9,819 )   $ 56,213  

Adjusted EBITDA (1)

  $ 65,293     $ 14,148     $ (6,327 )   $ 73,114  
                                 

Cash flow provided by (used in) continuing operations

                               

Operating activities

  $ 69,749     $ 14,148     $ (12,398 )   $ 71,499  

Investing activities

  $ 812     $     $     $ 812  

Financing activities

  $ (1,086 )   $     $ (72,224 )   $ (73,310 )

Distributable cash flow (1)

  $ 70,561     $ 14,148     $ (12,398 )   $ 72,311  

Free cash flow (1)

  $ 70,396     $ 14,148     $ (12,398 )   $ 72,146  
         

(1)

See "Results of Operations" below for reconciliations to the most comparable GAAP financial measures.

 

18

 

Current Results/Market Commentary

 

Financial Results and Quarterly Distributions

 

We generated $71.5 million of operating cash flow and $72.1 million of free cash flow during the three months ended March 31, 2024, and ended the quarter with $64.8 million of liquidity consisting of $11.0 million of cash and cash equivalents and $53.8 million of borrowing capacity under our Opco Credit Facility. As of March 31, 2024 our leverage ratio was 0.6 x.

 

In January and February 2024, holders of our warrants to purchase common units (the "warrants") exercised a total of 1,219,665 warrants with a strike price of $34.00. We settled these warrants on a net basis with a total of $55.7 million in cash and 198,767 common units. On April 16, 2024, holders of our warrants exercised the remaining 320,335 warrants with a strike price of $34.00. On April 18, 2024, we settled these warrants on a net basis with $10.0 million in cash and 89,059 common units. Following these transactions, of the originally issued 4.0 million warrants, no warrants remain outstanding.

 

In February 2024, we exercised our option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase of $30.0 million, a new lender joined the lending group. The Opco Credit Facility continues to operate under its existing terms and conditions in all material respects.

 

In March 2024, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2023 as well as a $2.15 million cash distribution on the preferred units with respect to the fourth quarter of 2023. Additionally, we paid a special cash distribution of $2.44 per common unit of NRP in March 2024 to help cover unitholder tax liabilities associated with owning NRP's common units in 2023. Future distributions on our common and preferred units will be determined on a quarterly basis by the Board of Directors. The Board of Directors considers numerous factors each quarter in determining cash distributions, including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the Board of Directors determines is necessary for future operating and capital needs. 

 

Mineral Rights Business Segment

 

Revenues and other income during the three months ended March 31, 2024 decreased $9.0 million, or 11%, as compared to the prior year period primarily due to lower metallurgical coal sales prices. Cash provided by operating activities and free cash flow during the three months ended March 31, 2024 decreased by $4.1 million primarily due to the lower revenues as compared to the prior year period. 

 

Metallurgical and thermal coal prices declined during the first quarter of 2024, significantly lower than the highs seen in 2022, but above historical norms. We expect continued price volatility as global softening in steel demand impacts metallurgical prices and mild weather, high inventory levels, low natural gas prices, and scheduled shutdowns of thermal coal plants weaken thermal coal demand. However, limitations on operators' ability to increase production due to limited access to capital, labor shortages, and inflationary pressures should provide price support for metallurgical and thermal coal for the foreseeable future.

 

We continue to explore carbon neutral revenue opportunities across our large asset portfolio, including the sequestration of carbon dioxide underground and in standing forests, the generation of electricity using geothermal, solar and wind energy, and lithium production. While the timing and likelihood of additional cash flows from these activities is uncertain, we believe our large ownership footprint throughout the United States provides additional opportunities to create value in this regard with minimal capital investment by us.

 

Soda Ash Business Segment

 

Revenues and other income during the three months ended March 31, 2024 decreased $13.8 million, or 72%, as compared to the prior year period primarily due to lower sales prices and volumes driven by new supply from China. Cash provided by operating activities and free cash flow during the three months ended March 31, 2024 increased $3.5 million as compared to the prior year period primarily due to a higher distribution received from Sisecam Wyoming in the first quarter of 2024 relating to results in the fourth quarter of 2023.

 

Global soda ash prices were significantly lower in the first quarter of 2024 compared to the prior year period primarily due to new supply from China. We believe lower international prices will persist throughout the remainder of the year and into next year as the market contends with slower global growth and absorbs the additional supply. 

 

19

 

Results of Operations

 

First Quarter of 2024 and 2023 Compared

 

Revenues and Other Income

 

The following table includes our revenues and other income by operating segment:

 

    For the Three Months Ended March 31,         Percentage  

Operating Segment (In thousands)

 

2024

   

2023

   

Decrease

   

Change

 

Mineral Rights

  $ 70,964     $ 79,965     $ (9,001 )     (11 )%

Soda Ash

    5,450       19,254       (13,804 )     (72 )%

Total

  $ 76,414     $ 99,219     $ (22,805 )     (23 )%

 

The changes in revenues and other income are discussed for each of the operating segments below:

 

20

 

Mineral Rights

 

The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:

 

    For the Three Months Ended March 31,    

Increase

   

Percentage

 

(In thousands, except per ton data)

 

2024

   

2023

   

(Decrease)

   

Change

 

Coal sales volumes (tons)

                               

Appalachia

                               

Northern

    117       379       (262 )     (69 )%

Central

    3,714       3,609       105       3 %

Southern

    570       582       (12 )     (2 )%

Total Appalachia

    4,401       4,570       (169 )     (4 )%

Illinois Basin

    2,033       1,310       723       55 %

Northern Powder River Basin

    949       1,085       (136 )     (13 )%

Gulf Coast

    265       58       207       357 %

Total coal sales volumes

    7,648       7,023       625       9 %
                                 

Coal royalty revenue per ton

                               

Appalachia

                               

Northern

  $ 1.86     $ 9.86     $ (8.00 )     (81 )%

Central

    8.08       9.92       (1.84 )     (19 )%

Southern

    11.58       14.94       (3.36 )     (22 )%

Illinois Basin

    2.56       3.57       (1.01 )     (28 )%

Northern Powder River Basin

    4.85       4.68       0.17       4 %

Gulf Coast

    0.75       0.57       0.18       32 %

Combined average coal royalty revenue per ton

    6.12       8.26       (2.14 )     (26 )%
                                 

Coal royalty revenues

                               

Appalachia

                               

Northern

  $ 218     $ 3,737     $ (3,519 )     (94 )%

Central

    29,992       35,806       (5,814 )     (16 )%

Southern

    6,602       8,697       (2,095 )     (24 )%

Total Appalachia

    36,812       48,240       (11,428 )     (24 )%

Illinois Basin

    5,211       4,675       536       11 %

Northern Powder River Basin

    4,599       5,075       (476 )     (9 )%

Gulf Coast

    200       33       167       506 %

Unadjusted coal royalty revenues

    46,822       58,023       (11,201 )     (19 )%

Coal royalty adjustment for minimum leases

    (4 )           (4 )     (100 )%

Total coal royalty revenues

  $ 46,818     $ 58,023     $ (11,205 )     (19 )%
                                 

Other revenues

                               

Production lease minimum revenues

  $ 924     $ 613     $ 311       51 %

Minimum lease straight-line revenues

    4,171       4,503       (332 )     (7 )%

Carbon neutral initiative revenues

    2,161       2,118       43       2 %

Wheelage revenues

    2,672       3,869       (1,197 )     (31 )%

Property tax revenues

    1,892       1,470       422       29 %

Coal overriding royalty revenues

    1,169       188       981       522 %

Lease amendment revenues

    702       851       (149 )     (18 )%

Aggregates royalty revenues

    772       753       19       3 %

Oil and gas royalty revenues

    3,640       3,588       52       1 %

Other revenues

    2,451       295       2,156       731 %

Total other revenues

  $ 20,554     $ 18,248     $ 2,306       13 %

Royalty and other mineral rights

  $ 67,372     $ 76,271     $ (8,899 )     (12 )%

Transportation and processing services revenues

    3,427       3,598       (171 )     (5 )%

Gain on asset sales and disposals

    165       96       69       72 %

Total Mineral Rights segment revenues and other income

  $ 70,964     $ 79,965     $ (9,001 )     (11 )%

 

21

 

Coal Royalty Revenues

 

Approximately 75% of coal royalty revenues and approximately 50% of coal royalty sales volumes were derived from metallurgical coal during the three months ended March 31, 2024. Total coal royalty revenues decreased $11.2 million as compared to the prior year quarter primarily due to decreased metallurgical coal sales prices during the three months ended March 31, 2024, as compared to the prior year quarter.

 

Soda Ash

 

Revenues and other income related to our Soda Ash segment decreased $13.8 million as compared to the prior year quarter primarily due to decreased sales prices during the three months ended March 31, 2024, as compared to the prior year quarter.

 

Operating Expenses

 

The following table presents the significant categories of our consolidated operating and other expenses:

 

   

For the Three Months Ended March 31,

   

Increase

   

Percentage

 

(In thousands)

 

2024

   

2023

   

(Decrease)

   

Change

 

Operating expenses

                               

Operating and maintenance expenses

  $ 5,733     $ 7,163     $ (1,430 )     (20 )%

Depreciation, depletion and amortization

    4,654       4,083       571       14 %

General and administrative expenses

    6,327       5,845       482       8 %

Total operating expenses

  $ 16,714     $ 17,091     $ (377 )     (2 )%

 

Total operating expenses decreased $0.4 million as compared to the prior year quarter primarily due to a decrease in operating and maintenance expenses during the three months ended March 31, 2024 as compared to the prior year quarter. The decrease in operating and maintenance expenses was primarily due to lower overriding royalty expense from an agreement with Western Pocahontas Properties Limited Partnership ("WPPLP") in the first quarter of 2024 as compared to the first quarter of 2023. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property.

 

Interest Expense, Net

 

Interest expense, net increased $0.6 million primarily due to higher borrowings outstanding on the Opco Credit Facility during the three months ended March 31, 2024 as compared to the prior year period.

 

22

 

Adjusted EBITDA (Non-GAAP Financial Measure)

 

The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:

 

   

Operating Segments

                 

For the Three Months Ended (In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2024

                               

Net income (loss)

  $ 60,644     $ 5,388     $ (9,819 )   $ 56,213  

Less: equity earnings from unconsolidated investment

          (5,450 )           (5,450 )

Add: total distributions from unconsolidated investment

          14,210             14,210  

Add: interest expense, net

                3,487       3,487  

Add: depreciation, depletion and amortization

    4,649             5       4,654  

Adjusted EBITDA

  $ 65,293     $ 14,148     $ (6,327 )   $ 73,114  
                                 

March 31, 2023

                               

Net income (loss)

  $ 68,881     $ 19,096     $ (8,702 )   $ 79,275  

Less: equity earnings from unconsolidated investment

          (19,254 )           (19,254 )

Add: total distributions from unconsolidated investment

          10,780             10,780  

Add: interest expense, net

                2,853       2,853  

Add: depreciation, depletion and amortization

    4,079             4       4,083  

Adjusted EBITDA

  $ 72,960     $ 10,622     $ (5,845 )   $ 77,737  

 

Net income decreased $23.1 million as compared to the prior year quarter primarily due to the decrease in revenues and other income as discussed above. Adjusted EBITDA decreased $4.6 million as compared to the prior year quarter primarily due to a $7.7 million decrease in Adjusted EBITDA within our Mineral Rights segment primarily as a result of lower revenues and other income, partially offset by a $3.5 million increase in Adjusted EBITDA within our Soda Ash segment primarily due to a higher distribution received from Sisecam Wyoming in the first quarter of 2024 relating to results in the fourth quarter of 2023.

 

Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)

 

The following table presents the three major categories of the statement of cash flows by business segment:

 

   

Operating Segments

                 

For the Three Months Ended (In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2024

                               

Cash flow provided by (used in)

                               

Operating activities

  $ 69,749     $ 14,148     $ (12,398 )   $ 71,499  

Investing activities

    812                   812  

Financing activities

    (1,086 )           (72,224 )     (73,310 )
                                 

March 31, 2023

                               

Cash flow provided by (used in)

                               

Operating activities

  $ 73,858     $ 10,617     $ (11,575 )   $ 72,900  

Investing activities

    699             (2 )     697  

Financing activities

    (583 )           (94,450 )     (95,033 )

 

23

 

The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) by business segment to DCF and FCF:

 

   

Operating Segments

                 

For the Three Months Ended (In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2024

                               

Net cash provided by (used in) operating activities

  $ 69,749     $ 14,148     $ (12,398 )   $ 71,499  

Add: proceeds from asset sales and disposals

    165                   165  

Add: return of long-term contract receivable

    647                   647  

Distributable cash flow

  $ 70,561     $ 14,148     $ (12,398 )   $ 72,311  

Less: proceeds from asset sales and disposals

    (165 )                 (165 )

Free cash flow

  $ 70,396     $ 14,148     $ (12,398 )   $ 72,146  
                                 

March 31, 2023

                               

Net cash provided by (used in) operating activities

  $ 73,858     $ 10,617     $ (11,575 )   $ 72,900  

Add: proceeds from asset sales and disposals

    101                   101  

Add: return of long-term contract receivable

    598                   598  

Less: maintenance capital expenditures

                (2 )     (2 )

Distributable cash flow

  $ 74,557     $ 10,617     $ (11,577 )   $ 73,597  

Less: proceeds from asset sales and disposals

    (101 )                 (101 )

Free cash flow

  $ 74,456     $ 10,617     $ (11,577 )   $ 73,496  

 

Operating cash flow, DCF and FCF decreased $1.4 million, $1.3 million and $1.4 million, respectively, as compared to the prior year quarter primarily due to a decrease in cash flow within our Mineral Rights segment, partially offset by an increase in cash flow within our Soda Ash segment. The discussion by segment is as follows:

 

Mineral Rights Segment

 

Operating cash flow, DCF and FCF decreased $4.1 million, $4.0 million and $4.1 million, respectively, primarily due to lower metallurgical coal sales prices during the first quarter of 2024 as compared to the prior year period.

 

Soda Ash Segment

 

Operating cash flow, DCF and FCF increased $3.5 million as compared to the prior year quarter primarily due to a higher distribution received from Sisecam Wyoming in the first quarter of 2024 relating to results in the fourth quarter of 2023.

     

Liquidity and Capital Resources

 

Current Liquidity

 

As of March 31, 2024, we had total liquidity of $64.8 million, consisting of $11.0 million of cash and cash equivalents and $53.8 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including approximately $14 million of principal repayments on Opco’s senior notes, throughout the remainder of 2024. The following table calculates our leverage ratio as of March 31, 2024: 

 

   

For the Three Months Ended

         

(In thousands)

  June 30, 2023     September 30, 2023     December 31, 2023     March 31, 2024     Last 12 Months  

Net income

  $ 70,334     $ 63,846     $ 64,980     $ 56,213     $ 255,373  

Less: equity earnings from unconsolidated investment

    (26,978 )     (12,401 )     (14,764 )     (5,450 )     (59,593 )

Add: total distributions from unconsolidated investment

    32,350       23,010       15,338       14,210       84,908  

Add: interest expense, net

    3,492       3,837       3,921       3,487       14,737  

Add: depreciation, depletion and amortization

    3,792       4,594       6,020       4,654       19,060  

Add: asset impairments

    69       63       424             556  

Adjusted EBITDA

  $ 83,059     $ 82,949     $ 75,919     $ 73,114     $ 315,041  
                                         

Debt—at March 31, 2024

                                  $ 189,185  
                                         

Leverage Ratio

                                 

0.6 x

 

 

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Cash Flows

 

Cash flows provided by operating activities decreased $1.4 million, from $72.9 million in the three months ended March 31, 2023 to $71.5 million in the three months ended March 31, 2024, primarily due to decreased cash flow within our Mineral Rights segment, partially offset by increased cash flow within our Soda Ash segment, all discussed above.

 

Cash used in financing activities decreased $21.7 million, from $95.0 million used in the three months ended March 31, 2023 to $73.3 million used in the three months ended March 31, 2024 due to the following:

  $47.5 million used for the redemption of preferred units in the first quarter of 2023;
 

$34.0 million of decreased repayments on the Opco Credit Facility in the first quarter of 2024 as compared to the first quarter of 2023; and

 

$5.9 million decreased distributions to preferred unitholders in the first quarter of 2024 as compared to the first quarter of 2023

 

These decreases in cash flow used were partially offset by the following:

  $55.7 million of cash used for the warrant settlements in the first quarter of 2024;
  $4.8 million of decreased borrowings on the Opco Credit Facility in the first quarter of 2024 as compared to the first quarter of 2023; 
  $3.9 million of increased cash used for other items, net in the first quarter of 2024 as compared to the first quarter of 2023; and
  $1.3 million of increased distributions to common unitholders and the general partner in the first quarter of 2024 as compared to the first quarter of 2023.

 

Capital Resources and Obligations

 

Debt, Net

 

We had the following debt outstanding as of March 31, 2024 and December 31, 2023:

 

   

March 31,

   

December 31,

 

(In thousands)

 

2024

   

2023

 

Current portion of long-term debt, net

  $ 14,202     $ 30,785  

Long-term debt, net

    174,595       124,273  

Total debt, net

  $ 188,797     $ 155,058  

 

We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see Note 9. Debt, Net to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

 

Off-Balance Sheet Transactions

 

We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.

 

Related Party Transactions

 

The information required set forth under Note 11. Related Party Transactions to the Consolidated Financial Statements is incorporated herein by reference.

 

Summary of Critical Accounting Estimates

 

The preparation of Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Recent Accounting Standards

 

In November 2023, the FASB issued ASU No. 2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. The guidance is effective for annual periods beginning after December 15, 2023 and quarterly periods beginning after December 15, 2024 and will be adopted retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of ASU 2023-07 to have a material effect on our Consolidated Financial Statements.

 

25

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:

 

Commodity Price Risk

 

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all our reserves are coal, changes in coal prices have a more significant impact on our financial results. 

 

We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees' failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees' operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal prices. 

 

The market price of soda ash and energy costs directly affects the profitability of Sisecam Wyoming's operations. If the market price for soda ash declines, Sisecam Wyoming's sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future. 

 

Interest Rate Risk

 

Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variably interest rates based upon SOFR. At March 31, 2024, we had $146.2 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $1.5 million, assuming the same principal amount remained outstanding during the year.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in the Partnerships Internal Control Over Financial Reporting

 

There were no material changes in the Partnership’s internal control over financial reporting during the first three months of 2024 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

26

 

PART II

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.

 

ITEM 1A. RISK FACTORS

 

During the period covered by this report, there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None. 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description

3.1

 

Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).

3.2

 

Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011).

3.3

 

Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013).

3.4

 

Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582).

10.1   New Lender Agreement, dated as of February 1, 2024, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Summit Community Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 6, 2024).

10.2

  Commitment Increase Agreement dated as of February 14, 2024, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Frost Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 20, 2024).
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley.
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1**   Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2**   Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

101.INS*

 

Inline XBRL Instance Document

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

 

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

     

*

 

Filed herewith

**

 

Furnished herewith

 

27

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.

 

 

NATURAL RESOURCE PARTNERS L.P.

 

By:

NRP (GP) LP, its general partner

 

By:

GP NATURAL RESOURCE

   

PARTNERS LLC, its general partner

     

Date: May 7, 2024

By:

/s/ Corbin J. Robertson, Jr.
   

Corbin J. Robertson, Jr.

   

Chairman of the Board and

   

Chief Executive Officer

   

(Principal Executive Officer)

     

 

Date: May 7, 2024

By:

/s/ Christopher J. Zolas

   

Christopher J. Zolas

   

Chief Financial Officer

   

(Principal Financial and Accounting Officer)

   

28