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Natural Resource Partners LP: Form 10-Q for the period ended Jun 30, 2023

Filed with the SEC on Aug 4, 2023 and accepted by EDGAR at Aug 4, 2023, 12:02 ET.

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Management's discussion and analysis

As filed, 45,116 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following review of operations for the three and six month periods ended June 30, 2023 and 2022 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, 2022.

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. NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and was a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").

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: the effects of the global COVID-19 pandemic; 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, 2022 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, 2022. 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.

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 six months ended June 30, 2023 are as follows:

(In thousands)

Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Revenues and other income $144,247 $46,232 $— $190,479
Net income (loss) $121,391 $46,060 $(17,842) $149,609
Adjusted EBITDA (1) $129,326 $42,958 $(11,488) $160,796
Cash flow provided by (used in) continuing operations
Operating activities $128,898 $42,943 $(17,591) $154,250
Investing activities $1,314 $— $(10) $1,304
Financing activities $(583) $— $(183,332) $(183,915)
Distributable cash flow (1) $130,212 $42,943 $(17,601) $155,554
Free cash flow (1) $130,106 $42,943 $(17,601) $155,448

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

Current Results/Market Commentary

Financial Results and Quarterly Distributions

We generated $154.3 million of operating cash flow and $155.4 million of free cash flow during the six months ended June 30, 2023, and ended the quarter with $62.7 million of liquidity consisting of $10.7 million of cash and cash equivalents and $52.0 million of borrowing capacity under our Opco Credit Facility. As of June 30, 2023 our leverage ratio was 0.6 x.

In May 2023, we declared and paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2023 as well as a $6.1 million cash distribution on the preferred units with respect to the first quarter of 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 determines is necessary for future operating and capital needs.

In February 2023, we 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. We chose to redeem the preferred units for $47.5 million in cash rather than issuing common units. In May 2023, we received a notice from holders of our Class A Preferred Units exercising their right to either convert or redeem, at the election of NRP, an aggregate of 35,834 Class A Preferred Units. We chose to redeem the preferred units for $35.8 million in cash rather than issuing common units. In June 2023, we executed a negotiated transaction with holders of our Class A Preferred Units pursuant to which we repurchased and retired an aggregate of 45,000 Class A Preferred Units for $45.0 million in cash. Of the originally issued 250,000 Class A Preferred Units, 121,667 Class A Preferred Units remain outstanding.

Mineral Rights Business Segment

Revenues and other income in the first six months of 2023 decreased $15.9 million, or 10%, as compared to the prior year period primarily due to decreased metallurgical coal sales prices. Cash provided by operating activities and free cash flow increased $10.4 million and $11.0 million, respectively, compared to the prior year period primarily due to the timing of minimum and royalty payments and prior year recoupments, partially offset by lower revenues and other income in the second quarter of 2023 as compared to the prior year period primarily due to lower met coal sales prices.

While metallurgical and thermal coal prices have decreased from the beginning of the year and decreased significantly from the record highs seen in 2022, they both remain strong relative to historical norms. Transportation and logistics challenges, limited access to capital, and qualified labor shortages limit operators' ability to increase production and sales which should provide continued price support at current levels.

We continue to explore opportunities for carbon neutral revenue across our large portfolio of land, mineral, and timber assets, including the sequestration of carbon dioxide underground and in standing forests, and the generation of electricity using geothermal, solar, and wind energy.

Soda Ash Business Segment

Revenues and other income in the first six months of 2023increased $16.8 million, or 57%, as compared to the prior year period driven by strong demand in domestic and international markets, partially offset by lower soda ash production and sales volumes. Cash provided by operating activities and free cash flow in the first six months of 2023increased $19.3 million as compared to the prior year period due to the early timing of distributions received from Sisecam Wyoming and a higher distribution amount driven by Sisecam Wyoming's strong operating performance in the second quarter of 2023.

After starting the year at historically high levels, global soda ash prices have fallen throughout the first half of the year. New supply from China entering the market in the second half of the year is expected to continue to put downward pressure on international soda ash pricing. However, we expect Sisecam Wyoming's domestic soda ash sales prices to remain strong in the second half of the year as a result of negotiated 2023 domestic sales contracts entered into at the end of 2022.

Results of Operations

Second Quarter of 2023 and 2022 Compared

Revenues and Other Income

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

Operating Segment (In thousands) For the Three Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Mineral Rights $64,282 $85,290 $(21,008) (25)%
Soda Ash 26,978 14,643 12,335 84%
Total $91,260 $99,933 $(8,673) (9)%

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

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:

(In thousands, except per ton data)

Coal sales volumes (tons) Appalachia For the Three Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Northern 390 392 (2) (1)%
Central 3,352 3,484 (132) (4)%
Southern 693 312 381 122%
Total Appalachia 4,435 4,188 247 6%
Illinois Basin 1,631 3,403 (1,772) (52)%
Northern Powder River Basin 881 699 182 26%
Gulf Coast 139 67 72 107%
Total coal sales volumes 7,086 8,357 (1,271) (15)%
Coal royalty revenue per ton
Appalachia
Northern $6.87 $11.84 $(4.97) (42)%
Central 8.49 12.19 (3.70) (30)%
Southern 10.85 17.67 (6.82) (39)%
Illinois Basin 3.15 2.07 1.08 52%
Northern Powder River Basin 4.62 4.74 (0.12) (3)%
Gulf Coast 0.71 0.57 0.14 25%
Combined average coal royalty revenue per ton 6.77 7.54 (0.77) (10)%
Coal royalty revenues
Appalachia
Northern $2,681 $4,640 $(1,959) (42)%
Central 28,445 42,461 (14,016) (33)%
Southern 7,521 5,513 2,008 36%
Total Appalachia 38,647 52,614 (13,967) (27)%
Illinois Basin 5,141 7,061 (1,920) (27)%
Northern Powder River Basin 4,066 3,314 752 23%
Gulf Coast 98 38 60 158%
Unadjusted coal royalty revenues 47,952 63,027 (15,075) (24)%
Coal royalty adjustment for minimum leases 8 (82) 90 110%
Total coal royalty revenues $47,960 $62,945 $(14,985) (24)%
Other revenues
Production lease minimum revenues $562 $65 $497 765%
Minimum lease straight-line revenues 4,447 4,674 (227) (5)%
Carbon neutral initiative revenues 115 — 115 100%
Wheelage revenues 3,284 4,379 (1,095) (25)%
Property tax revenues 1,470 1,695 (225) (13)%
Coal overriding royalty revenues 150 682 (532) (78)%
Lease amendment revenues 848 811 37 5%
Aggregates royalty revenues 686 1,037 (351) (34)%
Oil and gas royalty revenues 1,214 2,906 (1,692) (58)%
Other revenues 271 139 132 95%
Total other revenues $13,047 $16,388 $(3,341) (20)%
Royalty and other mineral rights $61,007 $79,333 $(18,326) (23)%
Transportation and processing services revenues 3,270 5,612 (2,342) (42)%
Gain on asset sales and disposals 5 345 (340) (99)%
Total Mineral Rights segment revenues and other income $64,282 $85,290 $(21,008) (25)%

20

Coal Royalty Revenues

Approximately 70% of coal royalty revenues and approximately 55% of coal royalty sales volumes were derived from metallurgical coal during the three months ended June 30, 2023. Total coal royalty revenues decreased $15.0 million as compared to the prior year quarter. The discussion by region is as follows:

  • Appalachia: Coal royalty revenues decreased $14.0 million primarily due to decreased metallurgical coal sales prices during the three months ended June 30, 2023, as compared to the prior year quarter.
  • Illinois Basin: Coal royalty revenues decreased $1.9 million primarily due to decreased sales volumes during the three months ended June 30, 2023, as compared to the prior year quarter. This decrease in sales volumes is primarily a result of a temporary relocation off of NRP's coal reserves. However, the decrease in sales volumes was partially offset by an increase in sales prices and increased wheelage revenues associated with the transportation of non-NRP coal across NRP property.

Other Revenues

Total other revenues decreased $3.3 million during the three months ended June 30, 2023, as compared to the prior year quarter primarily due a $1.7 million decrease in oil and gas royalty revenues and a $1.1 million decrease in wheelage revenues as compared to the prior year period. Oil and gas royalty revenues decreased primarily as a result of decreased natural gas prices as compared to the prior year quarter and wheelage revenues decreased primarily due to lower met coal sales prices resulting in a lower wheelage revenue received per ton of coal transported.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased $2.3 million during the three months ended June 30, 2023, as compared to the prior year quarter primarily due to a temporary relocation of certain production off of NRP's coal reserves. The fee per ton associated with the transportation and processing of the non-NRP coal is less than the fee per ton associated with the transportation and processing of NRP coal.

Soda Ash

Revenues and other income related to our Soda Ash segment increased $12.3 million compared to the prior year quarter primarily due to higher sales prices driven by strong demand in domestic and international markets, partially offset by lower soda ash production and sales volumes.

Operating and Other Expenses

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

(In thousands)

Operating expenses For the Three Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Operating and maintenance expenses $7,930 $10,015 $(2,085) (21)%
Depreciation, depletion and amortization 3,792 5,847 (2,055) (35)%
General and administrative expenses 5,643 5,052 591 12%
Asset impairments 69 43 26 60%
Total operating expenses $17,434 $20,957 $(3,523) (17)%
Other expenses, net
Interest expense, net $3,492 $8,108 $(4,616) (57)%
Loss on extinguishment of debt — 4,048 (4,048) (100)%
Total other expenses, net $3,492 $12,156 $(8,664) (71)%

Total operating expenses decreased $3.5 million as compared to the prior year quarter primarily due to a $2.1 million decrease in operating and maintenance expenses and a $2.1 million decrease in depreciation, depletion and amortization. The decrease in operating and maintenance expenses was primarily driven by lower overriding royalty expense from an agreement with WPPLP in the second quarter of 2023 as compared to second quarter of 2022. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property. The decrease in depreciation, depletion and amortization was primarily driven by lower Illinois Basin coal sales volumes during the second quarter of 2023 as compared to the second quarter of 2022 as explained in the coal royalty revenues section above.

Other expenses, net decreased $8.7 million as a result of less debt outstanding as compared to the prior year quarter, in addition to the loss on extinguishment of debt recognized in 2022 related to the partial retirement of the 2025 Senior Notes during the second quarter of 2022.

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:

For the Three Months Ended (In thousands) June 30, 2023 Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Net income (loss) $52,510 $26,964 $(9,140) $70,334
Less: equity earnings from unconsolidated investment — (26,978) — (26,978)
Add: total distributions from unconsolidated investment — 32,350 — 32,350
Add: interest expense, net — — 3,492 3,492
Add: depreciation, depletion and amortization 3,787 — 5 3,792
Add: asset impairments 69 — — 69
Adjusted EBITDA $56,366 $32,336 $(5,643) $83,059
June 30, 2022
Net income (loss) $69,408 $14,620 $(17,208) $66,820
Less: equity earnings from unconsolidated investment — (14,643) — (14,643)
Add: total distributions from unconsolidated investment — 10,486 — 10,486
Add: interest expense, net — — 8,108 8,108
Add: loss on extinguishment of debt — — 4,048 4,048
Add: depreciation, depletion and amortization 5,847 — — 5,847
Add: asset impairments 43 — — 43
Adjusted EBITDA $75,298 $10,463 $(5,052) $80,709

Net income increased $3.5 million primarily due to the decrease in operating and other expenses, partially offset by the decrease in revenues and other income, all discussed above. Adjusted EBITDA increased $2.4 million as compared to the prior year quarter primarily due to a $21.9 million increase in Adjusted EBITDA within our Soda Ash segment due to the early timing of distributions received from Sisecam Wyoming and a higher distribution amount driven by Sisecam Wyoming's strong operating performance in the second quarter of 2023. This increase in Adjusted EBITDA was partially offset by an $18.9 million decrease in Adjusted EBITDA within our Mineral Rights segment primarily as a result of lower revenues and other income as discussed above.

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:

For the Three Months Ended (In thousands) June 30, 2023 Cash flow provided by (used in) Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Operating activities $55,040 $32,326 $(6,016) $81,350
Investing activities 615 — (8) 607
Financing activities — — (88,882) (88,882)
June 30, 2022
Cash flow provided by (used in)
Operating activities $70,351 $10,430 $(17,658) $63,123
Investing activities 909 — — 909
Financing activities — — (140,266) (140,266)

22

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:

For the Three Months Ended (In thousands) June 30, 2023 Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Net cash provided by (used in) operating activities $55,040 $32,326 $(6,016) $81,350
Add: proceeds from asset sales and disposals 5 — — 5
Add: return of long-term contract receivable 610 — — 610
Less: maintenance capital expenditures — — (8) (8)
Distributable cash flow $55,655 $32,326 $(6,024) $81,957
Less: proceeds from asset sales and disposals (5) — — (5)
Free cash flow $55,650 $32,326 $(6,024) $81,952
June 30, 2022
Net cash provided by (used in) operating activities $70,351 $10,430 $(17,658) $63,123
Add: proceeds from asset sales and disposals 346 — — 346
Add: return of long-term contract receivable 563 — — 563
Distributable cash flow $71,260 $10,430 $(17,658) $64,032
Less: proceeds from asset sales and disposals (346) — — (346)
Free cash flow $70,914 $10,430 $(17,658) $63,686

Operating cash flow, DCF and FCF increased $18.2 million, $17.9 million and $18.3 million, respectively, primarily due to an increase in cash flow within our Soda Ash and Corporate and Financing segments, partially offset by a decrease in cash flow within our Mineral Rights segment. The discussion by segment is as follows:

  • Mineral Rights Segment
  • Operating cash flow, DCF and FCF decreased $15.3 million, $15.6 million and $15.3 million, respectively, primarily due to lower revenues and other income as discussed above primarily driven by lower met coal sales prices.
  • Soda Ash Segment
  • Operating cash flow, DCF and FCF increased $21.9 million due to the early timing of distributions received from Sisecam Wyoming and a higher distribution amount driven by Sisecam Wyoming's strong operating performance in the second quarter of 2023.
  • Corporate and Financing Segment
  • Operating cash flow, DCF and FCF increased $11.6 million primarily due to lower cash paid for interest as a result of the retirement of the 2025 Senior Notes in 2022.

First Six Months of 2023 and 2022 Compared

Revenues and Other Income

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

Operating Segment (In thousands) For the Six Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Mineral Rights $144,247 $160,169 $(15,922) (10)%
Soda Ash 46,232 29,480 16,752 57%
Total $190,479 $189,649 $830 0%

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

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:

(In thousands, except per ton data)

Coal sales volumes (tons) Appalachia For the Six Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Northern 769 820 (51) (6)%
Central 6,961 6,735 226 3%
Southern 1,275 673 602 89%
Total Appalachia 9,005 8,228 777 9%
Illinois Basin 2,941 4,905 (1,964) (40)%
Northern Powder River Basin 1,966 1,937 29 1%
Gulf Coast 197 136 61 45%
Total coal sales volumes 14,109 15,206 (1,097) (7)%
Coal royalty revenue per ton
Appalachia
Northern $8.35 $10.95 $(2.60) (24)%
Central 9.23 11.80 (2.57) (22)%
Southern 12.72 17.61 (4.89) (28)%
Illinois Basin 3.34 2.11 1.23 58%
Northern Powder River Basin 4.65 4.10 0.55 13%
Gulf Coast 0.66 0.56 0.10 18%
Combined average coal royalty revenue per ton 7.51 7.80 (0.29) (4)%
Coal royalty revenues
Appalachia
Northern $6,418 $8,981 $(2,563) (29)%
Central 64,251 79,441 (15,190) (19)%
Southern 16,218 11,853 4,365 37%
Total Appalachia 86,887 100,275 (13,388) (13)%
Illinois Basin 9,816 10,364 (548) (5)%
Northern Powder River Basin 9,141 7,946 1,195 15%
Gulf Coast 131 76 55 72%
Unadjusted coal royalty revenues 105,975 118,661 (12,686) (11)%
Coal royalty adjustment for minimum leases 8 (267) 275 103%
Total coal royalty revenues $105,983 $118,394 $(12,411) (10)%
Other revenues
Production lease minimum revenues $1,175 $1,657 $(482) (29)%
Minimum lease straight-line revenues 8,950 9,457 (507) (5)%
Carbon neutral initiative revenues 2,233 — 2,233 100%
Wheelage revenues 7,153 8,096 (943) (12)%
Property tax revenues 2,940 3,167 (227) (7)%
Coal overriding royalty revenues 338 940 (602) (64)%
Lease amendment revenues 1,699 1,691 8 0%
Aggregates royalty revenues 1,439 1,807 (368) (20)%
Oil and gas royalty revenues 4,802 4,720 82 2%
Other revenues 566 487 79 16%
Total other revenues $31,295 $32,022 $(727) (2)%
Royalty and other mineral rights $137,278 $150,416 $(13,138) (9)%
Transportation and processing services revenues 6,868 9,408 (2,540) (27)%
Gain on asset sales and disposals 101 345 (244) (71)%
Total Mineral Rights segment revenues and other income $144,247 $160,169 $(15,922) (10)%

24

Coal Royalty Revenues

Approximately 70% of coal royalty revenues and approximately 55% of coal royalty sales volumes were derived from metallurgical coal during the six months ended June 30, 2023. Total coal royalty revenues decreased $12.4 million as compared to the prior year period. The discussion by region is as follows:

  • Appalachia: Coal royalty revenues decreased $13.4 million primarily due to decreased metallurgical coal sales prices during the six months ended June 30, 2023, as compared to the prior year quarter.
  • Illinois Basin: Coal royalty revenues decreased $0.5 million primarily due to decreased sales volumes during the six months ended June 30, 2023, as compared to the prior year period. This decrease in sales volumes is primarily a result of a temporary relocation of certain production off of NRP's coal reserves. However, the decrease in sales volumes was partially offset by an increase in sales prices and increased wheelage revenues associated with the transportation of non-NRP coal across NRP property.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased $2.5 million during the six months ended June 30, 2023, as compared to the prior year period primarily due to a temporary relocation of certain production off of NRP's coal reserves. The fee per ton on associated with the transportation and processing of the non-NRP coal is less than the fee per ton associated with the transportation and processing of NRP coal.

Soda Ash

Revenues and other income related to our Soda Ash segment increased $16.8 million compared to the prior year period primarily due to higher sales prices driven by strong demand in domestic and international markets, partially offset by lower soda ash production and sales volumes.

Operating Expenses

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

(In thousands)

Operating expenses For the Six Months Ended June 30, 2023 2022 Increase (Decrease) Percentage Change
Operating and maintenance expenses $15,093 $18,091 $(2,998) (17)%
Depreciation, depletion and amortization 7,875 9,715 (1,840) (19)%
General and administrative expenses 11,488 9,519 1,969 21%
Asset impairments 69 62 7 11%
Total operating expenses $34,525 $37,387 $(2,862) (8)%
Other expenses, net
Interest expense, net $6,345 $17,495 $(11,150) (64)%
Loss on extinguishment of debt — 4,048 (4,048) (100)%
Total other expenses, net $6,345 $21,543 $(15,198) (71)%

Total operating expenses decreased $2.9 million primarily due to a $3.0 million decrease in operating and maintenance expenses, primarily driven by lower overriding royalty expense from an agreement with WPPLP as discussed above.

Total other expenses, net decreased $15.2 million as a result of less debt outstanding as compared to the prior year period, in addition to the loss on extinguishment of debt recognized in 2022 related to the partial retirement of the 2025 Senior Notes during the second quarter of 2022.

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:

For the Six Months Ended (In thousands) June 30, 2023 Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Net income (loss) $121,391 $46,060 $(17,842) $149,609
Less: equity earnings from unconsolidated investment — (46,232) — (46,232)
Add: total distributions from unconsolidated investment — 43,130 — 43,130
Add: interest expense, net — — 6,345 6,345
Add: depreciation, depletion and amortization 7,866 — 9 7,875
Add: asset impairments 69 — — 69
Adjusted EBITDA $129,326 $42,958 $(11,488) $160,796
June 30, 2022
Net income (loss) $132,375 $29,406 $(31,062) $130,719
Less: equity earnings from unconsolidated investment — (29,480) — (29,480)
Add: total distributions from unconsolidated investment — 23,716 — 23,716
Add: interest expense, net — — 17,495 17,495
Add: loss on extinguishment of debt — — 4,048 4,048
Add: depreciation, depletion and amortization 9,715 — — 9,715
Add: asset impairments 62 — — 62
Adjusted EBITDA $142,152 $23,642 $(9,519) $156,275

Net income increased $18.9 million primarily due to the decrease in operating and other expenses as discussed above. Adjusted EBITDA increased $4.5 million as compared to the prior year period primarily due to a $19.3 million increase in Adjusted EBITDA within our Soda Ash segment due to the early timing of distributions received from Sisecam Wyoming and a higher distribution amount driven by Sisecam Wyoming's strong operating performance in the second quarter of 2023. This increase in Adjusted EBITDA was partially offset by a $12.8 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income as discussed above.

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:

For the Six Months Ended (In thousands) June 30, 2023 Cash flow provided by (used in) Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Operating activities $128,898 $42,943 $(17,591) $154,250
Investing activities 1,314 — (10) 1,304
Financing activities (583) — (183,332) (183,915)
June 30, 2022
Cash flow provided by (used in)
Operating activities $118,527 $23,625 $(26,698) $115,454
Investing activities 909 — — 909
Financing activities (614) — (191,913) (192,527)

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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:

For the Six Months Ended (In thousands) June 30, 2023 Operating Segments Mineral Rights Soda Ash Corporate and Financing Total
Net cash provided by (used in) operating activities $128,898 $42,943 $(17,591) $154,250
Add: proceeds from asset sales and disposals 106 — — 106
Add: return of long-term contract receivable 1,208 — — 1,208
Less: maintenance capital expenditures — — (10) (10)
Distributable cash flow $130,212 $42,943 $(17,601) $155,554
Less: proceeds from asset sales and disposals (106) — — (106)
Free cash flow $130,106 $42,943 $(17,601) $155,448
June 30, 2022
Net cash provided by (used in) operating activities $118,527 $23,625 $(26,698) $115,454
Add: proceeds from asset sales and disposals 346 — — 346
Add: return of long-term contract receivable 563 — — 563
Distributable cash flow $119,436 $23,625 $(26,698) $116,363
Less: proceeds from asset sales and disposals (346) — — (346)
Free cash flow $119,090 $23,625 $(26,698) $116,017

Operating cash flow, DCF and FCF increased $38.8 million, $39.2 million and $39.4 million, respectively, as compared to the prior year period due to increased cash flow within our Soda Ash, Corporate and Financing and Mineral Rights segments. The discussion by segment is as follows:

  • Mineral Rights Segment
  • Operating cash flow, DCF and FCF increased $10.4 million, $10.8 million and $11.0 million, respectively, primarily due to the timing of minimum and royalty payments and prior year recoupments, partially offset by lower revenues and other income in the second quarter of 2023 as compared to the prior year period primarily driven by lower met coal sales prices.
  • Soda Ash Segment
  • Operating cash flow, DCF and FCF increased $19.3 million due to the early timing of distributions received from Sisecam Wyoming and a higher distribution amount driven by Sisecam Wyoming's strong operating performance in the second quarter of 2023.
  • Corporate and Financing Segment
  • Operating cash flow, DCF and FCF increased $9.1 million primarily due to lower cash paid for interest as a result of the retirement of the 2025 Senior Notes in 2022.

Liquidity and Capital Resources

Current Liquidity

As of June 30, 2023, we had total liquidity of $62.7 million, consisting of $10.7 million of cash and cash equivalents and $52.0 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including approximately $20 million of principal repayments on Opco’s senior notes, throughout the remainder of 2023. The following table calculates our leverage ratio as of June 30, 2023:

(In thousands)

For the Three Months Ended September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 Last 12 Months
Net income $74,555 $63,218 $79,275 $70,334 $287,382
Less: equity earnings from unconsolidated investment (14,556) (15,759) (19,254) (26,978) (76,547)
Add: total distributions from unconsolidated investment 10,339 10,780 10,780 32,350 64,249
Add: interest expense, net 5,141 3,638 2,853 3,492 15,124
Add: loss on extinguishment of debt 2,484 3,933 — — 6,417
Add: depreciation, depletion and amortization 6,850 5,954 4,083 3,792 20,679
Add: asset impairments 812 3,583 — 69 4,464
Adjusted EBITDA $85,625 $75,347 $77,737 $83,059 $321,768
Debt—at June 30, 2023 $183,059
Leverage Ratio 0.6 x

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Cash Flows

Cash flows provided by operating activities increased $38.8 million, from $115.5 million in the six months ended June 30, 2022 to $154.3 million in the six months ended June 30, 2023, due to an increased cash flow within our Soda Ash, Corporate and Financing and Mineral Rights segments, all discussed above.

Cash used in financing activities decreased $8.6 million, from $192.5 million used in the six months ended June 30, 2022 to $183.9 million used in the six months ended June 30, 2023, primarily due to the following:

  • $165.0 million of borrowings on the Opco Credit Facility in 2023;
  • $118.1 million of cash used to retire a portion of the 2025 Senior Notes in the second quarter of 2022; and
  • $19.3 million of cash used to redeem the preferred units paid-in-kind during the first quarter of 2022.

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

  • $132.0 million of cash used to repay a portion of the Opco Credit Facility in 2023;
  • $128.3 million of cash used to redeem the preferred units in 2023; and
  • $35.3 million of increased cash distributions to common unitholders and the general partner as a result of increasing our quarterly cash distribution to $0.75/unit beginning in the second quarter of 2022 in addition to the special distribution paid in the first quarter of 2023.

Capital Resources and Obligations

Debt, Net

We had the following debt outstanding as of June 30, 2023 and December 31, 2022:

(In thousands)

June 30, 2023 December 31, 2022
Current portion of long-term debt, net $36,743 $39,076
Long-term debt, net 145,693 129,205
Total debt, net $182,436 $168,281

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, 2022.

Recent Accounting Standards

We do not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Market risk

As filed, 2,351 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 June 30, 2023, we had $103.0 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $1.0 million, assuming the same principal amount remained outstanding during the year.

Controls and procedures

As filed, 1,525 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 Partnership’s Internal Control Over Financial Reporting

There were no material changes in the Partnership’s internal control over financial reporting during the first six months of 2023 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Risk factors

As filed, 216 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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, 2022.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2023-06-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2023-04-01 to 2023-06-30$61.0mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue6 months2023-01-01 to 2023-06-30$137.3mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Operating income3 months2023-04-01 to 2023-06-30$73.8mus-gaap:OperatingIncomeLoss
Operating income6 months2023-01-01 to 2023-06-30$156.0mus-gaap:OperatingIncomeLoss
Interest expense3 months2023-04-01 to 2023-06-30$3.5mus-gaap:InterestExpense
Interest expense6 months2023-01-01 to 2023-06-30$6.3mus-gaap:InterestExpense
Net income3 months2023-04-01 to 2023-06-30$70.3mus-gaap:ProfitLoss
Net income6 months2023-01-01 to 2023-06-30$149.6mus-gaap:ProfitLoss
Operating cash flow6 months2023-01-01 to 2023-06-30$154.3mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure6 months2023-01-01 to 2023-06-30$10.0kus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Cash and equivalentsAt period end2023-06-30$10.7mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2023-06-30$50.7mus-gaap:AssetsCurrent
Total assetsAt period end2023-06-30$820.3mus-gaap:Assets
Current liabilitiesAt period end2023-06-30$51.4mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2023-06-30$240.4mus-gaap:Liabilities
Long-term debtAt period end2023-06-30$145.7mus-gaap:LongTermDebtNoncurrent
Current portion of debtAt period end2023-06-30$36.7mus-gaap:LongTermDebtCurrent
Shares outstandingAt period end2023-06-3012,634,642 sharesdei:EntityCommonStockSharesOutstanding

Source: SEC EDGAR, the filing index for accession 0001437749-23-022090. Last ingested by Listed: Nov 4, 2026, 12:57 ET. Listed shows no prices and gives no investment advice.