# Natural Resource Partners LP: Form 10-Q for the period ended Mar 31, 2024

- Company: [Natural Resource Partners LP](/companies/nrp.md) (CIK 1171486)
- Form: 10-Q
- Filed: 2024-05-07
- Accepted by EDGAR: May 7, 2024, 12:01 ET
- Period: 2024-03-31
- Accession: 0001437749-24-014986
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1171486/000143774924014986/nrp20240331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1171486/000143774924014986/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $65.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $59.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $3.5m | us-gaap:InterestExpense |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $56.2m | us-gaap:ProfitLoss |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | $71.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $0 | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $11.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $48.4m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $778.2m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $27.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $246.7m | us-gaap:Liabilities |
| Long-term debt | at 2024-03-31 | $174.6m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-03-31 | $14.2m | us-gaap:LongTermDebtCurrent |

## Management's discussion and analysis

As filed, 31,182 characters.

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.

### 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:

*(In thousands)*

|  | Operating Segments 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.

### 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.

### 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:

| Operating Segment (In thousands) | For the Three Months Ended March 31, 2024 | 2023 | Decrease | Percentage 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:

### 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 March 31, 2024 | 2023 | Increase (Decrease) | Percentage Change |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(In thousands)*

| Operating expenses | For the Three Months Ended March 31, 2024 | 2023 | Increase (Decrease) | Percentage Change |
| --- | ---: | ---: | ---: | ---: |
| 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.

### 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) March 31, 2024 | Operating Segments Mineral Rights | Soda Ash | Corporate and Financing | Total |
| --- | ---: | ---: | ---: | ---: |
| 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:

| For the Three Months Ended (In thousands) March 31, 2024 Cash flow provided by (used in) | Operating Segments Mineral Rights | Soda Ash | Corporate and Financing | Total |
| --- | ---: | ---: | ---: | ---: |
| 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:

| For the Three Months Ended (In thousands) March 31, 2024 | Operating Segments Mineral Rights | Soda Ash | Corporate and Financing | Total |
| --- | ---: | ---: | ---: | ---: |
| 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:

*(In thousands)*

|  | For the Three Months Ended 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 |

24

### 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:

*(In thousands)*

|  | March 31, 2024 | December 31, 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.

## Market risk

As filed, 2,352 characters.

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.

## Controls and procedures

As filed, 1,527 characters.

### 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 three months of 2024 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

## Risk factors

As filed, 216 characters.

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.

Filed May 7, 2024.
Source: SEC EDGAR, the filing index for accession 0001437749-24-014986. Last ingested by Listed: Nov 4, 2026, 12:57 ET. No prices; not investment advice.