Natural Resource Partners LP: Form 10-Q for the period ended Jun 30, 2025

The following review of operations for the three and six month periods ended June 30, 2025 and 2024 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, 2024.

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 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, 2024 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, 2024. 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, including 3.5 million acres of underground pore space for the sequestration of carbon dioxide. Our assets provide critical inputs for the manufacturing of steel, electricity, building materials, and components used in the generation of renewable energy.

**Soda Ash—**consists of our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, detergents, solar panels, and batteries for electric vehicles. Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us.

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, 2025 are as follows:

(In thousands)

(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 $80.0 million of operating cash flow and $81.4 million of free cash flow during the six months ended June 30, 2025, and ended the quarter with $157.5 million of liquidity consisting of $30.3 million of cash and cash equivalents and $127.1 million of available borrowing capacity under our Opco Credit Facility. As of June 30, 2025 our leverage ratio was 0.5 x.

In February 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2024. In March 2025, we paid a special cash distribution of $1.21 per common unit of NRP to help cover unitholder tax liabilities associated with owning NRP's common units in 2024. In May 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2025. Future distributions on our common 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 six months ended June 30, 2025 decreased $29.4 million, or 22%, as compared to the prior year period. Cash provided by operating activities and free cash flow during the six months ended June 30, 2025 decreased by $37.2 million and $37.1 million, respectively, as compared to the prior year period. These decreases were primarily due to lower metallurgical coal sales prices and volumes as compared to the prior year period.

Metallurgical and thermal coal prices remained weak throughout the quarter, and we expect muted pricing for both commodities for the remainder of 2025. Stagnant global steel demand and regulatory uncertainty continue to impact metallurgical coal markets and more than substantial thermal coal inventory levels at domestic power plants continue to stifle domestic thermal markets.

We continue to explore carbon neutral revenue opportunities across our mineral and surface assets. While the timing and likelihood of additional cash flows from carbon neutral activities such as the sequestration of carbon dioxide underground and in standing forests, lithium production, and electric generation via renewable energy sources is uncertain, we believe our vast 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 six months ended June 30, 2025 decreased $2.0 million, or 22%, as compared to the prior year period primarily due to lower sales prices in 2025.

Cash provided by operating activities and free cash flow during the six months ended June 30, 2025 each decreased $14.0 million as compared to the prior year period due to lower cash distributions received from Sisecam Wyoming in the first half of 2025.

The soda ash market remains significantly oversupplied due to the substantial increase in global capacity in recent years, as well as weakening demand for flat glass due to sluggish global construction activity and decreased demand for new automobiles and solar panels. We believe international soda ash prices are at or below the cost of production for many operators and expect this weak pricing environment to continue for the foreseeable future until high-cost supply is forced out of the market or global soda ash demand growth catches up with supply. We expect distributions from Sisecam Wyoming to remain below historical norms for the foreseeable future.

Results of Operations

Second Quarter of 2025 and 2024 Compared

Revenues and Other Income

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

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)

21

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, 2025. Total coal royalty revenues decreased $8.1 million as compared to the prior year quarter primarily due to lower metallurgical coal sales prices and volumes during the three months ended June 30, 2025 as compared to the prior year quarter.

Other Revenues

Other revenues decreased $2.2 million primarily as a result of a non-recurring carbon neutral transaction in the second quarter of 2024.

Gain on Asset Sales and Disposals

Gain on asset sales and disposals decreased $3.9 million during the three months ended June 30, 2025 as compared to the prior year quarter primarily as a result of a coal property condemnation in the second quarter of 2024.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased $1.1 million as compared to the prior year quarter primarily due to lower sales prices in 2025.

Interest Expense, Net

Interest expense, net, decreased $2.0 million primarily due to lower borrowings outstanding on the Opco Credit Facility during the three months ended June 30, 2025 as compared to the prior year quarter.

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:

Net income decreased $11.9 million as compared to the prior year quarter primarily due to the decrease in revenues and other income as discussed above. Adjusted EBITDA decreased $15.0 million as compared to the prior year quarter primarily due to a $12.6 million decrease in Adjusted EBITDA within our Mineral Rights segment driven by the lower revenues and other income as discussed above in addition to a $2.7 million decrease in Adjusted EBITDA within our Soda Ash segment driven by a lower cash distribution received from Sisecam Wyoming in the second quarter of 2025.

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:

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 cash flow, DCF and FCF decreased $11.1 million, $14.9 million and $11.0 million, respectively, as compared to the prior year quarter. The discussion by segment is as follows:

• Mineral Rights Segment
• Operating cash flow, DCF and FCF decreased $10.7 million, $14.5 million and $10.6 million, respectively, primarily due to lower metallurgical coal sales prices and volumes as compared to the prior year quarter. DCF was also impacted by a $3.9 million decrease in proceeds from asset sales resulting from a coal property condemnation in the second quarter of 2024.
• Soda Ash Segment
• Operating cash flow, DCF and FCF each decreased $2.7 million as compared to the prior year quarter primarily due to a lower cash distribution received from Sisecam Wyoming in the second quarter of 2025.
• Corporate and Financing Segment
• Operating cash flow, DCF and FCF each improved by $2.3 million as compared to the prior year quarter primarily due to lower cash paid for interest in the second quarter of 2025.

First Six Months of 2025 and 2024 Compared

Revenues and Other Income

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

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)

25

Coal Royalty Revenues

Approximately 60% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the six months ended June 30, 2025. Total coal royalty revenues decreased $19.5 million as compared to the prior year period primarily due to lower metallurgical coal sales prices and volumes during the six months ended June 30, 2025, as compared to the prior year period.

Other Revenues

Other revenues decreased $6.9 million during the six months ended June 30, 2025 as compared to the prior year period primarily due to a $3.5 million decrease in carbon neutral revenues primarily as a result of a non-recurring carbon neutral transaction in the second quarter of 2024, in addition to a $2.2 million decrease in other revenues.

Gain on Asset Sales and Disposals

Gain on asset sales and disposals decreased $3.8 million during the six months ended June 30, 2025 as compared to the prior year period primarily as a result of a coal property condemnation in the second quarter of 2024.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased $2.0 million during the six months ended June 30, 2025 as compared to the prior year period primarily due to lower sales prices in 2025.

Interest Expense, Net

Interest expense, net, decreased $2.8 million during the six months ended June 30, 2025 as compared to the prior year period primarily due to lower borrowings outstanding on the Opco Credit Facility during the six months ended June 30, 2025.

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:

Net income decreased $27.8 million as compared to the prior year period primarily due to the decrease in revenues and other income as discussed above. Adjusted EBITDA decreased $42.8 million as compared to the prior year period primarily due to a $28.7 million decrease in Adjusted EBITDA within our Mineral Rights segment driven by the lower revenues and other income as discussed above in addition to a $14.0 million decrease in Adjusted EBITDA within our Soda Ash segment driven by lower cash distributions received from Sisecam Wyoming in the first half of 2025.

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:

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 cash flow, DCF and FCF decreased $48.1 million, $51.8 million and $48.0 million, respectively, as compared to the prior year period. The discussion by segment is as follows:

• Mineral Rights Segment
• Operating cash flow, DCF and FCF decreased $37.2 million, $40.9 million and $37.1 million, respectively, primarily due to lower metallurgical coal sales prices and volumes as compared to the prior year period. DCF was also impacted by the $3.8 million decrease in proceeds from asset sales resulting from a coal property condemnation in the second quarter of 2024.
• Soda Ash Segment
• Operating cash flow, DCF and FCF each decreased $14.0 million during the six months ended June 30, 2025 as compared to the prior year period primarily due to lower cash distributions received from Sisecam Wyoming in the first half of 2025.
• Corporate and Financing Segment
• Operating cash flow, DCF and FCF each decreased $3.0 million primarily due to lower cash paid for interest during the six months ended June 30, 2025 as compared to the prior year period.

Liquidity and Capital Resources

Current Liquidity

As of June 30, 2025, we had total liquidity of $157.5 million, consisting of $30.3 million of cash and cash equivalents and $127.1 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including $14.3 million of principal repayments on Opco’s senior notes, throughout the remainder of 2025. The following table calculates our leverage ratio as of June 30, 2025:

(In thousands)

Cash Flows

Cash flows provided by operating activities decreased $48.1 million, from $128.1 million in the six months ended June 30, 2024 to $80.0 million in the six months ended June 30, 2025, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, as discussed above, partially offset by lower cash paid for interest by our Corporate and Financing segment.

Cash flows provided by investing activities decreased $3.7 million primarily related to a coal property condemnation in the second quarter of 2024.

Cash flows used in financing activities decreased $31.4 million, from $113.9 million used in the six months ended June 30, 2024 to $82.5 million used in the six months ended June 30, 2025 due to the following:

• $65.7 million cash used for the warrant settlements during the six months ended June 30, 2024;
• $40.0 million cash paid for the redemption of preferred units during the six months ended June 30, 2024;
• $15.8 million decreased common unit distributions primarily as a result of a lower special distribution paid during the three months ended June 30, 2025 as compared to the prior year period;
• $4.8 million cash used for preferred unit distributions during the six months ended June 30, 2024; and
• $1.0 million decreased cash used for other items, net in 2025 as compared to 2024.

These decreases in cash flow used were partially offset by $96.2 million of decreased debt borrowings during the six months ended June 30, 2025 as compared to the prior year period.

Capital Resources and Obligations

Debt, Net

We had the following debt outstanding as of June 30, 2025 and December 31, 2024:

(In thousands)

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, 2024.

Recently Issued Accounting Standard

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and quarterly periods beginning after December 31, 2027 and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

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, 2025, we had $72.9 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $0.7 million, assuming the same principal amount remained outstanding during the year.

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 2025 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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, 2024.