Natural Resource Partners LP 10-Q for FY2023 Q3
Natural Resource Partners LP (NRP)
About this 10-Q
Natural Resource Partners LP filed this 10-Q on November 3, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $68.53M
- down 15.8% from $81.38M a year earlier
- Net income
- $63.85M
- down 14.4% from net income of $74.56M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| Washington, D.C. 20549 |
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| Commission file number: | | |||
| NATURAL RESOURCE PARTNERS LP | ||
| (Exact name of registrant as specified in its charter) | ||
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| | | |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | | ☒ | |
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
NATURAL RESOURCE PARTNERS, L.P.
TABLE OF CONTENTS
| Page |
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| Part I. Financial Information |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Part II. Other Information |
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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (In thousands, except unit data) | (Unaudited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other current assets, net | ||||||||
| Total current assets | $ | $ | ||||||
| Land | ||||||||
| Mineral rights, net | ||||||||
| Intangible assets, net | ||||||||
| Equity in unconsolidated investment | ||||||||
| Long-term contract receivable, net | ||||||||
| Other long-term assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND CAPITAL | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued interest | ||||||||
| Current portion of deferred revenue | ||||||||
| Current portion of long-term debt, net | ||||||||
| Total current liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Long-term debt, net | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (see Note 13) | ||||||||
| Class A Convertible Preferred Units ( and units issued and outstanding at September 30, 2023 and December 31, 2022, respectively, at $ par value per unit; liquidation preference of $ per unit at September 30, 2023 and December 31, 2022) (See Note 3) | $ | $ | ||||||
| Partners’ capital | ||||||||
| Common unitholders’ interest ( and units issued and outstanding at September 30, 2023 and December 31, 2022, respectively) | $ | $ | ||||||
| General partner’s interest | ||||||||
| Warrant holders’ interest | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total partners’ capital | $ | $ | ||||||
| Total liabilities and partners' capital | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands, except per unit data) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Revenues and other income | ||||||||||||||||
| Royalty and other mineral rights | $ | $ | $ | $ | ||||||||||||
| Transportation and processing services | ||||||||||||||||
| Equity in earnings of Sisecam Wyoming | ||||||||||||||||
| Gain on asset sales and disposals | ||||||||||||||||
| Total revenues and other income | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Operating and maintenance expenses | $ | $ | $ | $ | ||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Asset impairments | ||||||||||||||||
| Total operating expenses | $ | $ | $ | $ | ||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||
| Other expenses, net | ||||||||||||||||
| Interest expense, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Total other expenses, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: income attributable to preferred unitholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: redemption of preferred units | ( | ) | ( | ) | ||||||||||||
| Net income attributable to common unitholders and the general partner | $ | $ | $ | $ | ||||||||||||
| Net income attributable to common unitholders | $ | $ | $ | $ | ||||||||||||
| Net income attributable to the general partner | ||||||||||||||||
| Net income per common unit (see Note 5) | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Comprehensive income (loss) from unconsolidated investment and other | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Other | Total | |||||||||||||||||||||||
| Common Unitholders | General | Warrant | Comprehensive | Partners' | ||||||||||||||||||||
| (In thousands) | Units | Amounts | Partner | Holders | Income (Loss) | Capital | ||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (1) | — | — | — | |||||||||||||||||||||
| Redemption of preferred units | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Issuance of unit-based awards | — | — | — | — | — | |||||||||||||||||||
| Unit-based awards amortization and vesting, net | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||
| Capital contribution | — | — | — | — | ||||||||||||||||||||
| Comprehensive loss from unconsolidated investment and other | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net income (2) | — | — | — | |||||||||||||||||||||
| Redemption of preferred units | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Unit-based awards amortization and vesting | — | — | — | — | ||||||||||||||||||||
| Comprehensive income from unconsolidated investment and other | — | — | — | — | ||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (3) | — | — | — | |||||||||||||||||||||
| Redemption of preferred units | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Unit-based awards amortization and vesting | — | — | — | — | ||||||||||||||||||||
| Warrant settlement | — | ( | ) | ( | ) | ( | ) | — | ( | ) | ||||||||||||||
| Comprehensive income from unconsolidated investment and other | — | — | — | — | ||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||
| (1) | Net income includes $6.7 million of income attributable to preferred unitholders that accumulated during the period, of which $6.5 million is allocated to the common unitholders and $0.1 million is allocated to the general partner. |
| (2) | Net income includes $5.0 million of income attributable to preferred unitholders that accumulated during the period, of which $4.9 million is allocated to the common unitholders and $0.1 million is allocated to the general partner. |
| (3) | Net income includes $2.9 million of income attributable to preferred unitholders that accumulated during the period, of which $2.9 million is allocated to the common unitholders and $0.1 million is allocated to the general partner. |
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Other | Total | |||||||||||||||||||||||
| Common Unitholders | General | Warrant | Comprehensive | Partners' | ||||||||||||||||||||
| (In thousands) | Units | Amounts | Partner | Holders | Income | Capital | ||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (1) | — | |||||||||||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Issuance of unit-based awards | — | — | — | — | — | |||||||||||||||||||
| Unit-based awards amortization and vesting, net | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||
| Capital contribution | — | — | — | — | ||||||||||||||||||||
| Comprehensive income from unconsolidated investment and other | — | — | — | — | ||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (1) | — | — | — | |||||||||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Unit-based awards amortization and vesting | — | — | — | — | ||||||||||||||||||||
| Comprehensive loss from unconsolidated investment and other | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (1) | — | — | — | |||||||||||||||||||||
| Distributions to common unitholders and the general partner | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Distributions to preferred unitholders | — | ( | ) | ( | ) | — | — | ( | ) | |||||||||||||||
| Unit-based awards amortization and vesting | — | — | — | — | ||||||||||||||||||||
| Comprehensive income from unconsolidated investment and other | — | — | — | — | ||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||
| (1) |
Net income includes $7.5 million of income attributable to preferred unitholders that accumulated during the period, of which $7.4 million is allocated to the common unitholders and $0.2 million is allocated to the general partner. |
The accompanying notes are an integral part of these consolidated financial statements.
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| (In thousands) | 2023 | 2022 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Distributions from unconsolidated investment | ||||||||
| Equity earnings from unconsolidated investment | ( | ) | ( | ) | ||||
| Gain on asset sales and disposals | ( | ) | ( | ) | ||||
| Loss on extinguishment of debt | ||||||||
| Asset impairments | ||||||||
| Bad debt expense | ||||||||
| Unit-based compensation expense | ||||||||
| Amortization of debt issuance costs and other | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Accrued interest | ||||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Other items, net | ( | ) | ||||||
| Net cash provided by operating activities | $ | $ | ||||||
| Cash flows from investing activities | ||||||||
| Proceeds from asset sales and disposals | $ | $ | ||||||
| Return of long-term contract receivable | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Net cash provided by investing activities | $ | $ | ||||||
| Cash flows from financing activities | ||||||||
| Debt borrowings | $ | $ | ||||||
| Debt repayments | ( | ) | ( | ) | ||||
| Distributions to common unitholders and the general partner | ( | ) | ( | ) | ||||
| Distributions to preferred unitholders | ( | ) | ( | ) | ||||
| Redemption of preferred units | ( | ) | ||||||
| Redemption of preferred units paid-in-kind | ( | ) | ||||||
| Warrant settlement | ( | ) | ||||||
| Other items, net | ( | ) | ( | ) | ||||
| Net cash used in financing activities | $ | ( | ) | $ | ( | ) | ||
| Net decrease in cash and cash equivalents | $ | ( | ) | $ | ( | ) | ||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Nature of Business
Natural Resource Partners L.P. (the "Partnership") engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling
Principles of Consolidation and Reporting
The accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on March 3, 2023. Reclassifications have been made to prior year amounts in the Consolidated Financial Statements to conform with current year presentation. These reclassifications had no impact on previously reported total assets, total liabilities, partners' capital, net income, or cash flows from operating, investing or financing activities.
Recently Adopted Accounting Standard
On January 1, 2023, NRP adopted Accounting Standards Update ("ASU") 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06)”. The ASU includes targeted improvements to earnings per share, which the Partnership adopted on a modified retrospective basis. The adoption of this ASU did not have a material impact on the Partnership’s Consolidated Financial Statements. See Note 5. Net Income Per Common Unit for the calculations of our basic and diluted net income per common unit. See Note 3. Class A Convertible Preferred Units and Warrants for disclosures related to our convertible preferred units and warrants.
2. Revenues from Contracts with Customers
The following table presents the Partnership's Mineral Rights segment revenues by major source:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Coal royalty revenues | $ | $ | $ | $ | ||||||||||||
| Production lease minimum revenues | ||||||||||||||||
| Minimum lease straight-line revenues | ||||||||||||||||
| Carbon neutral initiative revenues | ||||||||||||||||
| Property tax revenues | ||||||||||||||||
| Wheelage revenues | ||||||||||||||||
| Coal overriding royalty revenues | ||||||||||||||||
| Lease amendment revenues | ||||||||||||||||
| Aggregates royalty revenues | ||||||||||||||||
| Oil and gas royalty revenues | ||||||||||||||||
| Other revenues | ||||||||||||||||
| Royalty and other mineral rights revenues | $ | $ | $ | $ | ||||||||||||
| Transportation and processing services revenues (1) | ||||||||||||||||
| Total Mineral Rights segment revenues | $ | $ | $ | $ | ||||||||||||
| (1) | Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $ |
The following table details the Partnership's Mineral Rights segment receivables and liabilities resulting from contracts with customers:
| September 30, | December 31, | |||||||
| (In thousands) | 2023 | 2022 | ||||||
| Receivables | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Other current assets, net (1) | ||||||||
| Other long-term assets, net (2) | ||||||||
| Contract liabilities | ||||||||
| Current portion of deferred revenue | $ | $ | ||||||
| Deferred revenue | ||||||||
| (1) | Other current assets, net includes short-term notes receivables from contracts with customers. |
| (2) | Other long-term assets, net includes long-term lease amendment fee receivables from contracts with customers. |
The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue:
| For the Nine Months Ended September 30, | ||||||||
| (In thousands) | 2023 | 2022 | ||||||
| Balance at beginning of period (current and non-current) | $ | $ | ||||||
| Increase due to minimums and lease amendment fees | ||||||||
| Recognition of previously deferred revenue | ( | ) | ( | ) | ||||
| Balance at end of period (current and non-current) | $ | $ | ||||||
The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty leases are as follows as of September 30, 2023 (in thousands):
| Lease Term (1) | Weighted Average Remaining Years | Annual Minimum Payments | ||||||
| 0 - 5 years | $ | |||||||
| 5 - 10 years | ||||||||
| 10+ years | ||||||||
| Total | $ | |||||||
| (1) | Lease term does not include renewal periods. |
3. Class A Convertible Preferred Units and Warrants
On March 2, 2017, NRP issued $
NRP also issued two tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase
After March 2, 2022 and prior to March 2, 2025, the holders of the preferred units may elect to convert up to
On or after March 2, 2025, the holders of the preferred units may elect to convert the preferred units to common units at a conversion rate equal to the Liquidation Value divided by an amount equal to a
To the extent the holders of the preferred units have not elected to convert their preferred units before March 2, 2029, NRP has the right to force conversion of the preferred units at a price equal to the liquidation value divided by an amount equal to a
In addition, NRP has the ability to redeem at any time (subject to compliance with its debt agreements) all or any portion of the preferred units and any outstanding PIK units for cash. The redemption price for each outstanding PIK unit is $
The terms of the preferred units contain certain restrictions on NRP's ability to pay distributions on its common units. To the extent that either (i) NRP's consolidated Leverage Ratio, as defined in the Partnership's Fifth Amended and Restated Partnership Agreement dated March 2, 2017 (the "restated partnership agreement"), is greater than or (ii) the ratio of NRP's Distributable Cash Flow (as defined in the Restated Partnership Agreement) to cash distributions made or proposed to be made is less than (in each case, with respect to the most recently completed four-quarter period), NRP may not increase the quarterly distribution above $
The holders of the preferred units have the right to vote with holders of NRP’s common units on an as-converted basis and have other customary approval rights with respect to changes of the terms of the preferred units. In addition, Blackstone has certain approval rights over certain matters as identified in the restated partnership agreement. GoldenTree also has more limited approval rights that will expand once Blackstone's ownership goes below the minimum preferred unit threshold (as defined below). These approval rights are not transferrable without NRP's consent. In addition, the approval rights held by Blackstone and GoldenTree will terminate at such time that Blackstone (together with their affiliates) or GoldenTree (together with their affiliates), as applicable, no longer own at least
At the closing, pursuant to the Board Representation and Observation Rights Agreement, the Preferred Purchasers received certain board appointment and observation rights, and Blackstone appointed one director and one observer to the Board of Directors.
NRP also entered into a registration rights agreement (the "preferred unit and warrant registration rights agreement") with the preferred purchasers, pursuant to which NRP is required to file (i) a shelf registration statement to register the common units issuable upon exercise of the warrants and to cause such registration statement to become effective not later than 90 days following the closing date and (ii) a shelf registration statement to register the common units issuable upon conversion of the preferred units and to cause such registration statement to become effective not later than the earlier of the fifth anniversary of the closing date or 90 days following the first issuance of any common units upon conversion of preferred units (the "registration deadlines"). In addition, the preferred unit and warrant registration rights agreement gives the preferred purchasers piggyback registration and demand underwritten offering rights under certain circumstances. The shelf registration statement to register the common units issuable upon exercise of the warrants became effective on April 20, 2017. If the shelf registration statement to register the common units issuable upon conversion of the preferred units is not effective by the applicable registration deadline, NRP will be required to pay the preferred purchasers liquidated damages in the amounts and upon the term set forth in the preferred unit and warrant registration rights agreement.
Accounting for the Preferred Units and Warrants
Classification
The preferred units are accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may be exercised at the election of preferred purchasers. The warrants are accounted for as equity on NRP's Consolidated Balance Sheets.
Initial Measurement
The net transaction price was allocated to the preferred units and warrants based on their relative fair values at inception date. NRP allocated the transaction issuance costs to the preferred units and warrants primarily on a pro-rata basis based on their relative inception date allocated values.
Subsequent Measurement
Preferred Units
Subsequent adjustment of the preferred units will not occur until NRP has determined that the conversion or redemption of all or a portion of the preferred units is probable of occurring. Once conversion or redemption becomes probable of occurring, the carrying amount of the preferred units will be accreted to their redemption value over the period from the date the feature is probable of occurring to the date the preferred units can first be converted or redeemed.
In February 2023, the Partnership received a notice from holders of the Class A Preferred Units exercising their right to either convert or redeem, at the election of NRP, an aggregate of
Activity related to the preferred units is as follows:
| Units | Financial | |||||||
| (In thousands, except unit data) | Outstanding | Position | ||||||
| Balance at December 31, 2021 | $ | |||||||
| Redemption of preferred units paid-in-kind | ( | ) | ( | ) | ||||
| Balance at December 31, 2022 | $ | |||||||
| Redemption of preferred units | ( | ) | ( | ) | ||||
| Balance at September 30, 2023 | $ | |||||||
Warrants
Subsequent adjustment of the warrants will not occur until the warrants are exercised, at which time, NRP may, at its option, elect to settle the warrants in common units or cash, each on a net basis. The net basis will be equal to the difference between the Partnership's common unit price and the strike price of the warrant. Once warrant exercise occurs, the difference between the carrying amount of the warrants and the net settlement amount will be allocated on a pro-rata basis to the common unitholders and general partner.
On September 18, 2023 (the "exercise date"), the Partnership negotiated a transaction with holders of the Partnership's warrants pursuant to which the Partnership repurchased and retired an aggregate of
Activity related to the warrants is as follows:
| Warrants | Financial | |||||||
| (In thousands, except warrant data) | Outstanding | Position | ||||||
| Balance at December 31, 2021 and 2022 | $ | |||||||
| Warrant settlement | ( | ) | ( | ) | ||||
| Balance at September 30, 2023 | $ | |||||||
Embedded Features
Certain embedded features within the preferred unit and warrant purchase agreement are accounted for at fair value and are remeasured each quarter. See Note 10. Fair Value Measurements for further information regarding valuation of these embedded derivatives.
4. Common and Preferred Unit Distributions
The Partnership makes cash distributions to common and preferred unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.
Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership. The general partner is entitled to receive
Income available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period. NRP reduced net income available to common unitholders and the general partner by $
The following table shows the cash distributions declared and paid to common and preferred unitholders during the nine months ended September 30, 2023 and 2022, respectively:
| Common Units | Preferred Units | |||||||||||||||||
| Month Paid | Period Covered by Distribution | Distribution per Unit | Total Distribution (1) (In thousands) | Distribution per Unit | Total Distribution (In thousands) | |||||||||||||
| 2023 | ||||||||||||||||||
| February | October 1 - December 31, 2022 | $ | $ | $ | $ | |||||||||||||
| February (2) | January 1 - February 8, 2023 | |||||||||||||||||
| March (3) | Special Distribution | |||||||||||||||||
| May | January 1 - March 31, 2023 | |||||||||||||||||
| May (4) | April 1 - May 5, 2023 | |||||||||||||||||
| June (5) | April 1 - June 2, 2023 | |||||||||||||||||
| August | April 1 - June 30, 2023 | |||||||||||||||||
| August (6) | June 30 - August 8, 2023 | |||||||||||||||||
| September (7) | June 30 - September 12, 2023 | |||||||||||||||||
| 2022 | ||||||||||||||||||
| February | October 1 - December 31, 2021 | $ | $ | $ | $ | |||||||||||||
| February (8) | January 1 - February 8, 2022 | |||||||||||||||||
| May | January 1 - March 31, 2022 | |||||||||||||||||
| August | April 1 - June 30, 2022 | |||||||||||||||||
| (1) | Totals include the amount paid to NRP's general partner in accordance with the general partner's general partner interest. |
| (2) | Relates to accrued distribution paid upon the redemption of |
| (3) | Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022. |
| (4) | Relates to accrued distribution paid upon the redemption of |
| (5) | Relates to accrued distribution paid upon the redemption of |
| (6) | Relates to accrued distribution paid upon the redemption of |
| (7) | Relates to accrued distribution paid upon the redemption of |
| (8) | Relates to accrued distribution paid upon the redemption of |
Basic net income per common unit is computed by dividing net income, after considering income attributable to preferred unitholders, the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.
The dilutive effect of the preferred units is calculated using the if-converted method. Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The calculation of diluted net income per common unit for the three and nine months ended September 30, 2023 includes the assumed conversion of the remaining preferred units while it does not include the assumed conversion of the preferred units that were redeemed during the three and nine months ended September 30, 2023 as the inclusion of these units would be anti-dilutive. The calculation of diluted net income per common unit for the three and nine months ended September 30, 2022 includes the assumed conversion of the preferred units.
The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period. The calculation of diluted net income per common unit for the three and nine months ended September 30, 2023 includes the net settlement of warrants to purchase
The following table reconciles the numerator and denominator of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands, except per unit data) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Basic net income per common unit | ||||||||||||||||
| Net income attributable to common unitholders | $ | $ | $ | $ | ||||||||||||
| Weighted average common units—basic | ||||||||||||||||
| Basic net income per common unit | $ | $ | $ | $ | ||||||||||||
| Diluted net income per common unit | ||||||||||||||||
| Weighted average common units—basic | ||||||||||||||||
| Plus: dilutive effect of preferred units | ||||||||||||||||
| Plus: dilutive effect of warrants | ||||||||||||||||
| Plus: dilutive effect of unvested unit-based awards | ||||||||||||||||
| Weighted average common units—diluted | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: income attributable to preferred unitholders | ( | ) | ( | ) | ||||||||||||
| Less: redemption of preferred units | ( | ) | ( | ) | ||||||||||||
| Diluted net income attributable to common unitholders and the general partner | $ | $ | $ | $ | ||||||||||||
| Less: diluted net income attributable to the general partner | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Diluted net income attributable to common unitholders | $ | $ | $ | $ | ||||||||||||
| Diluted net income per common unit | $ | $ | $ | $ | ||||||||||||
The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. and that are managed accordingly. NRP has the following
Mineral Rights—consists of mineral interests and other subsurface rights across the United States. NRP's ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy. The Partnership is working to strategically redefine its business as a key player in the transitional energy economy in the years to come.
Soda Ash—consists of the Partnership's
Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
The following table summarizes certain financial information for each of the Partnership's business segments:
| Operating Segments | ||||||||||||||||
| (In thousands) | Mineral Rights | Soda Ash | Corporate and Financing | Total | ||||||||||||
| For the Three Months Ended September 30, 2023 | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Gain on asset sales and disposals | ||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Asset impairments | ||||||||||||||||
| Other expenses, net | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| For the Three Months Ended September 30, 2022 | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Gain on asset sales and disposals | ||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Asset impairments | ||||||||||||||||
| Other expenses, net | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| For the Nine Months Ended September 30, 2023 | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Gain on asset sales and disposals | ||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Asset impairments | ||||||||||||||||
| Other expenses, net | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| For the Nine Months Ended September 30, 2022 | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Gain on asset sales and disposals | ||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Asset impairments | ||||||||||||||||
| Other expenses, net | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
The Partnership accounts for its
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
| Income allocation to NRP’s equity interests (1) | ||||||||||||||||
| Amortization of basis difference | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Distribution | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||
| (1) | Amounts reclassified into income out of accumulated other comprehensive loss were $ |
The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for the three and nine months ended September 30, 2023 and 2022:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net income | ||||||||||||||||
The Partnership’s mineral rights consist of the following:
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||
| (In thousands) | Carrying Value | Accumulated Depletion | Net Book Value | Carrying Value | Accumulated Depletion | Net Book Value | ||||||||||||||||||
| Coal properties | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Aggregates properties | ( | ) | ( | ) | ||||||||||||||||||||
| Oil and gas royalty properties | ( | ) | ( | ) | ||||||||||||||||||||
| Other | ( | ) | ( | ) | ||||||||||||||||||||
| Total mineral rights, net | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $
The Partnership has developed procedures to evaluate its long-lived assets for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable reserves or production ceasing on a property for an extended period. This analysis is based on historic, current and future performance and considers both quantitative and qualitative information. As a result of the Partnership's analyses, NRP recorded immaterial impairment expenses during the three and nine months ended September 30, 2023 and September 30, 2022.
The Partnership's debt consists of the following:
| September 30, | December 31, | |||||||
| (In thousands) | 2023 | 2022 | ||||||
| Opco Credit Facility | $ | $ | ||||||
| Opco Senior Notes | ||||||||
| % with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023 | $ | $ | ||||||
| % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023 | ||||||||
| % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 | ||||||||
| % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 | ||||||||
| % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 | ||||||||
| % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 | ||||||||
| Total Opco Senior Notes | $ | $ | ||||||
| Total debt at face value | $ | $ | ||||||
| Net unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Total debt, net | $ | $ | ||||||
| Less: current portion of long-term debt | ( | ) | ( | ) | ||||
| Total long-term debt, net | $ | $ | ||||||
Opco Debt
All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC. As of September 30, 2023 and December 31, 2022, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.
Opco Credit Facility
In May 2023, the Partnership entered into the Sixth Amendment (the "Sixth Amendment) to the Opco Credit Facility (the "Opco Credit Facility"). The Sixth Amendment maintained the term of the Opco Credit Facility until August 2027. Lender commitments under the Opco Credit Facility increased from $
| • | A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x; provided, and |
| • | an interest coverage ratio of consolidated EBITDDA to the sum of consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than |
As of December 31, 2022, the Partnership had $
The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $
Opco Senior Notes
Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of September 30, 2023 and December 31, 2022, the Opco Senior Notes had cumulative principal balances of $
The
Fair Value of Financial Assets and Liabilities
The Partnership’s financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature. The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.
The following table shows the carrying value and estimated fair value of the Partnership's debt and contract receivable:
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Fair Value | Carrying | Estimated | Carrying | Estimated | ||||||||||||||||
| (In thousands) | Hierarchy Level | Value | Fair Value | Value | Fair Value | |||||||||||||||
| Debt: | ||||||||||||||||||||
| Opco Senior Notes (1) | 3 | $ | $ | $ | $ | |||||||||||||||
| Opco Credit Facility (2) | 3 | |||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Contract receivable, net (current and long-term) (3) | 3 | $ | $ | $ | $ | |||||||||||||||
| (1) | The fair value of the Opco Senior Notes at September 30, 2023 and December 31, 2022 were estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit facility at September 30, 2023 and December 31, 2022, respectively. |
| (2) | The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay the debt at any time without penalty. |
| (3) | The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of |
NRP has embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that are accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring. The embedded derivatives are revalued quarterly and changes in their fair value would be recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income. The embedded derivatives had
11. Related Party Transactions
Affiliates of our General Partner
The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income. NRP also reimburses overhead costs incurred by its affiliates, including Quintana Infrastructure Development ("QID"), to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Direct general and administrative expenses charged to the Partnership by QMC, WPPLP and QID are included on the Partnership's Consolidated Statement of Comprehensive Income as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Operating and maintenance expenses | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ||||||||||||||||
The Partnership had accounts payable to QMC of $
During the three months ended September 30, 2023 and 2022, the Partnership recognized $
Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| (In thousands) | Revenues | Percent | Revenues | Percent | Revenues | Percent | Revenues | Percent | ||||||||||||||||||||||||
| Alpha Metallurgical Resources, Inc. (1) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| Foresight Energy Resources LLC ("Foresight") (1) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| (1) | Revenues from Alpha Metallurgical Resources, Inc. and Foresight are included within the Partnership's Mineral Rights segment. |
13. Commitments and Contingencies
NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.
During the nine months ended September 30, 2023, the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive Plan and during the nine months ended September 30, 2022, the Partnership granted service-based awards. The Partnership's service and performance-based awards are valued using the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation. The grant date fair value of these awards granted during nine months ended September 30, 2023 and 2022 was $
A summary of the unit activity in the outstanding grants during 2023 is as follows:
| (In thousands) | Common Units | Weighted Average Grant Date Fair Value per Common Unit | ||||||
| Outstanding at January 1, 2023 | $ | |||||||
| Granted | $ | |||||||
| Fully vested and issued | ( | ) | $ | |||||
| Outstanding at September 30, 2023 | $ | |||||||
The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to
The Partnership is exposed to credit losses through collection of its short-term trade receivables resulting from contracts with customers and a long-term receivable resulting from a financing transaction with a customer. The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method. NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. Examples of these facts or circumstances include, but are not limited to, contract disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property. For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.
As of September 30, 2023 and December 31, 2022, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||
| (In thousands) | Gross | CECL Allowance | Net | Gross | CECL Allowance | Net | ||||||||||||||||||
| Receivables | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Long-term contract receivable | ( | ) | ( | ) | ||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
NRP recorded $
NRP has procedures in place to monitor its ongoing credit exposure through timely review of counterparty balances against contract terms and due dates, account and financing receivable reconciliation, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.
The following represents material events that have occurred subsequent to September 30, 2023 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:
Common Unit and Preferred Unit Distributions
In November 2023, the Board of Directors declared a distribution of $
Warrant Repurchases
On October 6, 2023, the Partnership executed a negotiated transaction with holders of the warrants pursuant to which the Partnership repurchased and retired an aggregate of
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of operations for the three and nine month periods ended September 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 nine months ended September 30, 2023 are as follows:
| Operating Segments |
||||||||||||||||
| (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| Revenues and other income |
$ | 218,213 | $ | 58,633 | $ | — | $ | 276,846 | ||||||||
| Net income (loss) |
$ | 182,400 | $ | 58,408 | $ | (27,353 | ) | $ | 213,455 | |||||||
| Adjusted EBITDA (1) |
$ | 194,987 | $ | 65,915 | $ | (17,157 | ) | $ | 243,745 | |||||||
| Cash flow provided by (used in) continuing operations |
||||||||||||||||
| Operating activities |
$ | 189,836 | $ | 65,901 | $ | (22,545 | ) | $ | 233,192 | |||||||
| Investing activities |
$ | 2,791 | $ | — | $ | (10 | ) | $ | 2,781 | |||||||
| Financing activities |
$ | (583 | ) | $ | — | $ | (256,070 | ) | $ | (256,653 | ) | |||||
| Distributable cash flow (1) |
$ | 192,627 | $ | 65,901 | $ | (22,555 | ) | $ | 235,973 | |||||||
| Free cash flow (1) |
$ | 191,666 | $ | 65,901 | $ | (22,555 | ) | $ | 235,012 | |||||||
| (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 $233.2 million of operating cash flow and $235.0 million of free cash flow during the nine months ended September 30, 2023, and ended the quarter with $45.4 million of liquidity consisting of $18.4 million of cash and cash equivalents and $27.0 million of borrowing capacity under our Opco Credit Facility. As of September 30, 2023 our leverage ratio was 0.7 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. In August 2023, we declared and paid a cash distribution of $0.75 per common unit of NRP with respect to the second quarter of 2023 as well as a $3.7 million cash distribution on the preferred units with respect to the second 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. In August 2023, we executed a negotiated transaction with holders of the Class A Preferred Units pursuant to which we repurchased and retired an aggregate of 35,000 Class A Preferred Units for $35.0 million in cash. In September 2023, we executed a negotiated transaction with holders of the Class A Preferred Units pursuant to which we repurchased and retired an aggregate of 15,001 Class A Preferred Units for $15.0 million in cash. Of the originally issued 250,000 Class A Preferred Units, 71,666 Class A Preferred Units remain outstanding as of September 30, 2023. In connection with these repurchases and effective September 2023, Blackstone no longer holds any Class A Preferred Units and as such, all rights of Blackstone thereof have ceased with respect to the Class A Preferred Units and Blackstone's board designee resigned from the board of the Partnership's general partner.
In September 2023, we negotiated a transaction with holders of the warrants to purchase common units (the "warrants") pursuant to which we repurchased and retired an aggregate of 752,500 warrants with an exercise price of $22.81 and 60,000 warrants with an exercise price of $34.00 for approximately $33.6 million in cash. In October 2023, we executed two negotiated transactions with holders of the warrants pursuant to which we repurchased and retired an aggregate of 650,000 warrants with an exercise price of $34.00 for approximately $22.5 million in cash. Following these transactions, 1.54 million warrants with an exercise price of $34.00 remain outstanding.
Mineral Rights Business Segment
Revenues and other income in the first nine months of 2023 decreased $29.7 million, or 12%, as compared to the prior year period primarily due to decreased metallurgical coal sales prices and decreased revenues from oil and gas royalties and certain carbon neutral initiative transactions entered into in 2022. Cash provided by operating activities and free cash flow decreased $4.6 million and $3.9 million, respectively, compared to the prior year period primarily due to the lower revenues during the first nine months of 2023 as compared to the prior year period.
Metallurgical coal prices improved, and thermal coal prices remained relatively flat during the third quarter of 2023. Both metallurgical and thermal coal prices were above historical norms but below the record highs seen in 2022. We expect continued price support for coal as limited access to capital, labor shortages and inflationary pressures limit operators' ability to increase production.
We continue to explore carbon neutral revenue opportunities across our large asset portfolio, 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 nine months of 2023increased $14.6 million, or 33%, as 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. Cash provided by operating activities and free cash flow in the first nine months of 2023increased $32.0 million as compared to the prior year period due to higher distributions received from Sisecam Wyoming in 2023 stemming from Sisecam Wyoming's strong operating performance in the first half of the year.
International soda ash prices were significantly lower in the third quarter compared to the first half of the year 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 absorbs the additional supply. Sisecam Wyoming’s domestic soda ash sales prices are expected to remain above the spot market for the rest of this year as a result of negotiated 2023 domestic sales contracts entered into at the end of 2022. As domestic sales contracts for 2024 begin to be negotiated, we believe contracted sales prices will be set at lower levels as the market contends with recessionary headwinds and new supply entering the export markets.
Results of Operations
Third Quarter of 2023 and 2022 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
| For the Three Months Ended September 30, | Percentage | |||||||||||||||
| Operating Segment (In thousands) |
2023 |
2022 |
Decrease |
Change |
||||||||||||
| Mineral Rights |
$ | 73,966 | $ | 87,702 | $ | (13,736 | ) | (16 | )% | |||||||
| Soda Ash |
12,401 | 14,556 | (2,155 | ) | (15 | )% | ||||||||||
| Total |
$ | 86,367 | $ | 102,258 | $ | (15,891 | ) | (16 | )% | |||||||
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:
| For the Three Months Ended September 30, | Increase |
Percentage |
||||||||||||||
| (In thousands, except per ton data) |
2023 |
2022 |
(Decrease) |
Change |
||||||||||||
| Coal sales volumes (tons) |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
284 | 440 | (156 | ) | (35 | )% | ||||||||||
| Central |
3,429 | 3,503 | (74 | ) | (2 | )% | ||||||||||
| Southern |
741 | 498 | 243 | 49 | % | |||||||||||
| Total Appalachia |
4,454 | 4,441 | 13 | 0 | % | |||||||||||
| Illinois Basin |
2,541 | 3,490 | (949 | ) | (27 | )% | ||||||||||
| Northern Powder River Basin |
1,364 | 835 | 529 | 63 | % | |||||||||||
| Gulf Coast |
479 | 188 | 291 | 155 | % | |||||||||||
| Total coal sales volumes |
8,838 | 8,954 | (116 | ) | (1 | )% | ||||||||||
| Coal royalty revenue per ton |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
$ | 5.54 | $ | 6.74 | $ | (1.20 | ) | (18 | )% | |||||||
| Central |
8.20 | 9.04 | (0.84 | ) | (9 | )% | ||||||||||
| Southern |
11.88 | 9.78 | 2.10 | 21 | % | |||||||||||
| Illinois Basin |
3.98 | 2.57 | 1.41 | 55 | % | |||||||||||
| Northern Powder River Basin |
4.86 | 4.56 | 0.30 | 7 | % | |||||||||||
| Gulf Coast |
0.69 | 0.59 | 0.10 | 17 | % | |||||||||||
| Combined average coal royalty revenue per ton |
6.29 | 5.85 | 0.44 | 8 | % | |||||||||||
| Coal royalty revenues |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
$ | 1,573 | $ | 2,965 | $ | (1,392 | ) | (47 | )% | |||||||
| Central |
28,111 | 31,680 | (3,569 | ) | (11 | )% | ||||||||||
| Southern |
8,806 | 4,872 | 3,934 | 81 | % | |||||||||||
| Total Appalachia |
38,490 | 39,517 | (1,027 | ) | (3 | )% | ||||||||||
| Illinois Basin |
10,108 | 8,967 | 1,141 | 13 | % | |||||||||||
| Northern Powder River Basin |
6,627 | 3,805 | 2,822 | 74 | % | |||||||||||
| Gulf Coast |
330 | 111 | 219 | 197 | % | |||||||||||
| Unadjusted coal royalty revenues |
55,555 | 52,400 | 3,155 | 6 | % | |||||||||||
| Coal royalty adjustment for minimum leases |
(11 | ) | (19 | ) | 8 | 42 | % | |||||||||
| Total coal royalty revenues |
$ | 55,544 | $ | 52,381 | $ | 3,163 | 6 | % | ||||||||
| Other revenues |
||||||||||||||||
| Production lease minimum revenues |
$ | 850 | $ | 1,885 | $ | (1,035 | ) | (55 | )% | |||||||
| Minimum lease straight-line revenues |
4,464 | 4,778 | (314 | ) | (7 | )% | ||||||||||
| Carbon neutral initiative revenues |
681 | 8,600 | (7,919 | ) | (92 | )% | ||||||||||
| Wheelage revenues |
2,385 | 2,977 | (592 | ) | (20 | )% | ||||||||||
| Property tax revenues |
1,770 | 1,360 | 410 | 30 | % | |||||||||||
| Coal overriding royalty revenues |
827 | 1,367 | (540 | ) | (40 | )% | ||||||||||
| Lease amendment revenues |
623 | 759 | (136 | ) | (18 | )% | ||||||||||
| Aggregates royalty revenues |
736 | 884 | (148 | ) | (17 | )% | ||||||||||
| Oil and gas royalty revenues |
324 | 6,170 | (5,846 | ) | (95 | )% | ||||||||||
| Other revenues |
329 | 218 | 111 | 51 | % | |||||||||||
| Total other revenues |
$ | 12,989 | $ | 28,998 | $ | (16,009 | ) | (55 | )% | |||||||
| Royalty and other mineral rights |
$ | 68,533 | $ | 81,379 | $ | (12,846 | ) | (16 | )% | |||||||
| Transportation and processing services revenues |
4,579 | 5,969 | (1,390 | ) | (23 | )% | ||||||||||
| Gain on asset sales and disposals |
854 | 354 | 500 | 141 | % | |||||||||||
| Total Mineral Rights segment revenues and other income |
$ | 73,966 | $ | 87,702 | $ | (13,736 | ) | (16 | )% | |||||||
Coal Royalty Revenues
Approximately 60% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the three months ended September 30, 2023. Total coal royalty revenues increased $3.2 million as compared to the prior year quarter. The discussion by region is as follows:
| • |
Appalachia: Coal royalty revenues decreased $1.0 million primarily due to decreased metallurgical coal sales prices during the three months ended September 30, 2023, as compared to the prior year quarter. |
| • |
Illinois Basin: Coal royalty revenues increased $1.1 million primarily due to increased sales prices during the three months ended September 30, 2023, as compared to the prior year quarter. |
| • |
Northern Powder River Basin: Coal royalty revenues increased $2.8 million primarily due to increased sales volumes during the three months ended September 30, 2023, as compared to the prior year quarter as our lessee mined more on our property during the third quarter of 2023 as compared to the third quarter of 2022 in accordance with its mine plan. |
Other Revenues
Total other revenues decreased $16.0 million during the three months ended September 30, 2023, as compared to the prior year quarter primarily due a $7.9 million decrease in carbon neutral initiative revenues and a $5.8 million decrease in oil and gas royalty revenues. Carbon neutral initiative revenues recognized during the three months ended September 30, 2023 primarily related to the sale of forest carbon offset credits and carbon neutral initiative revenues recognized during the three months ended September 30, 2022 primarily related to carbon neutral transactions that included subsurface CO2 storage and geothermal energy production. Oil and gas royalty revenues decreased during the three months ended September 30, 2023 primarily as a result of decreased natural gas production and prices as compared to the prior year quarter.
Soda Ash
Revenues and other income related to our Soda Ash segment decreased $2.2 million as compared to the prior year quarter primarily due to lower international sales prices and an increased sales mix into the lower priced international market in the three months ended September 30, 2023 as compared to the prior year period.
Operating and Other Expenses
The following table presents the significant categories of our consolidated operating and other expenses:
| For the Three Months Ended September 30, |
Increase |
Percentage |
||||||||||||||
| (In thousands) |
2023 |
2022 |
(Decrease) |
Change |
||||||||||||
| Operating expenses |
||||||||||||||||
| Operating and maintenance expenses |
$ | 8,358 | $ | 7,898 | $ | 460 | 6 | % | ||||||||
| Depreciation, depletion and amortization |
4,594 | 6,850 | (2,256 | ) | (33 | )% | ||||||||||
| General and administrative expenses |
5,669 | 4,518 | 1,151 | 25 | % | |||||||||||
| Asset impairments |
63 | 812 | (749 | ) | (92 | )% | ||||||||||
| Total operating expenses |
$ | 18,684 | $ | 20,078 | $ | (1,394 | ) | (7 | )% | |||||||
| Other expenses, net |
||||||||||||||||
| Interest expense, net |
$ | 3,837 | $ | 5,141 | $ | (1,304 | ) | (25 | )% | |||||||
| Loss on extinguishment of debt |
— | 2,484 | (2,484 | ) | (100 | )% | ||||||||||
| Total other expenses, net |
$ | 3,837 | $ | 7,625 | $ | (3,788 | ) | (50 | )% | |||||||
Total operating expenses decreased $1.4 million as compared to the prior year quarter primarily due a decrease in depreciation, depletion and amortization driven by lower Illinois Basin coal sales volumes during the three months ended September 30, 2023 as compared to the prior year quarter.
Total other expenses, net decreased $3.8 million as a result of the loss on extinguishment of debt recognized in 2022 related to the partial retirement of the 2025 Senior Notes during the third quarter of 2022 in addition a decrease in interest expense, net primarily due to less debt outstanding 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:
| Operating Segments |
||||||||||||||||
| For the Three Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Net income (loss) |
$ | 61,009 | $ | 12,348 | $ | (9,511 | ) | $ | 63,846 | |||||||
| Less: equity earnings from unconsolidated investment |
— | (12,401 | ) | — | (12,401 | ) | ||||||||||
| Add: total distributions from unconsolidated investment |
— | 23,010 | — | 23,010 | ||||||||||||
| Add: interest expense, net |
— | — | 3,837 | 3,837 | ||||||||||||
| Add: depreciation, depletion and amortization |
4,589 | — | 5 | 4,594 | ||||||||||||
| Add: asset impairments |
63 | — | — | 63 | ||||||||||||
| Adjusted EBITDA |
$ | 65,661 | $ | 22,957 | $ | (5,669 | ) | $ | 82,949 | |||||||
| September 30, 2022 |
||||||||||||||||
| Net income (loss) |
$ | 72,173 | $ | 14,525 | $ | (12,143 | ) | $ | 74,555 | |||||||
| Less: equity earnings from unconsolidated investment |
— | (14,556 | ) | — | (14,556 | ) | ||||||||||
| Add: total distributions from unconsolidated investment |
— | 10,339 | — | 10,339 | ||||||||||||
| Add: interest expense, net |
— | — | 5,141 | 5,141 | ||||||||||||
| Add: loss on extinguishment of debt |
— | — | 2,484 | 2,484 | ||||||||||||
| Add: depreciation, depletion and amortization |
6,850 | — | — | 6,850 | ||||||||||||
| Add: asset impairments |
812 | — | — | 812 | ||||||||||||
| Adjusted EBITDA |
$ | 79,835 | $ | 10,308 | $ | (4,518 | ) | $ | 85,625 | |||||||
Net income decreased $10.7 million as compared to the prior year quarter primarily due to the decrease in revenues and other income, partially offset by the decrease in operating and other expenses, net, both discussed above. Adjusted EBITDA decreased $2.7 million as compared to the prior year quarter primarily due to a $14.2 million decrease in Adjusted EBITDA within our Mineral Rights segment primarily as a result of lower revenues and other income as discussed above. This decrease was partially offset by a $12.6 million increase in Adjusted EBITDA within our Soda Ash segment due to a higher distribution received from Sisecam Wyoming driven by their strong operating performance in the first half of 2023.
Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)
The following table presents the three major categories of the statement of cash flows by business segment:
| Operating Segments |
||||||||||||||||
| For the Three Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Cash flow provided by (used in) |
||||||||||||||||
| Operating activities |
$ | 60,938 | $ | 22,958 | $ | (4,954 | ) | $ | 78,942 | |||||||
| Investing activities |
1,477 | — | — | 1,477 | ||||||||||||
| Financing activities |
— | — | (72,738 | ) | (72,738 | ) | ||||||||||
| September 30, 2022 |
||||||||||||||||
| Cash flow provided by (used in) |
||||||||||||||||
| Operating activities |
$ | 75,948 | $ | 10,309 | $ | (3,761 | ) | $ | 82,496 | |||||||
| Investing activities |
928 | — | (59 | ) | 869 | |||||||||||
| Financing activities |
— | — | (81,784 | ) | (81,784 | ) | ||||||||||
The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) by business segment to DCF and FCF:
| Operating Segments |
||||||||||||||||
| For the Three Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Net cash provided by (used in) operating activities |
$ | 60,938 | $ | 22,958 | $ | (4,954 | ) | $ | 78,942 | |||||||
| Add: proceeds from asset sales and disposals |
855 | — | — | 855 | ||||||||||||
| Add: return of long-term contract receivable |
622 | — | — | 622 | ||||||||||||
| Less: maintenance capital expenditures |
— | — | — | — | ||||||||||||
| Distributable cash flow |
$ | 62,415 | $ | 22,958 | $ | (4,954 | ) | $ | 80,419 | |||||||
| Less: proceeds from asset sales and disposals |
(855 | ) | — | — | (855 | ) | ||||||||||
| Free cash flow |
$ | 61,560 | $ | 22,958 | $ | (4,954 | ) | $ | 79,564 | |||||||
| September 30, 2022 |
||||||||||||||||
| Net cash provided by (used in) operating activities |
$ | 75,948 | $ | 10,309 | $ | (3,761 | ) | $ | 82,496 | |||||||
| Add: proceeds from asset sales and disposals |
353 | — | — | 353 | ||||||||||||
| Add: return of long-term contract receivable |
575 | — | — | 575 | ||||||||||||
| Less: maintenance capital expenditures |
— | — | (59 | ) | (59 | ) | ||||||||||
| Distributable cash flow |
$ | 76,876 | $ | 10,309 | $ | (3,820 | ) | $ | 83,365 | |||||||
| Less: proceeds from asset sales and disposals |
(353 | ) | — | — | (353 | ) | ||||||||||
| Free cash flow |
$ | 76,523 | $ | 10,309 | $ | (3,820 | ) | $ | 83,012 | |||||||
Operating cash flow, DCF and FCF decreased $3.6 million, $2.9 million and $3.4 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 $15.0 million, $14.5 million and $15.0 million, respectively, primarily driven by cash received from certain carbon neutral initiatives entered into in the third quarter of 2022 and lower natural gas production and prices in the third quarter of 2023 as compared to the prior year quarter. |
| • |
Soda Ash Segment |
| ◦ |
Operating cash flow, DCF and FCF increased $12.6 million as compared to the prior year quarter primarily due to a higher distribution received from Sisecam Wyoming driven by Sisecam Wyoming's strong operating performance in the first half of 2023. |
First Nine Months of 2023 and 2022 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
| For the Nine Months Ended September 30, | Increase | Percentage | ||||||||||||||
| Operating Segment (In thousands) |
2023 |
2022 |
(Decrease) |
Change |
||||||||||||
| Mineral Rights |
$ | 218,213 | $ | 247,871 | $ | (29,658 | ) | (12 | )% | |||||||
| Soda Ash |
58,633 | 44,036 | 14,597 | 33 | % | |||||||||||
| Total |
$ | 276,846 | $ | 291,907 | $ | (15,061 | ) | (5 | )% | |||||||
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:
| For the Nine Months Ended September 30, |
Increase |
Percentage |
||||||||||||||
| (In thousands, except per ton data) |
2023 |
2022 |
(Decrease) |
Change |
||||||||||||
| Coal sales volumes (tons) |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
1,053 | 1,260 | (207 | ) | (16 | )% | ||||||||||
| Central |
10,390 | 10,238 | 152 | 1 | % | |||||||||||
| Southern |
2,016 | 1,171 | 845 | 72 | % | |||||||||||
| Total Appalachia |
13,459 | 12,669 | 790 | 6 | % | |||||||||||
| Illinois Basin |
5,482 | 8,395 | (2,913 | ) | (35 | )% | ||||||||||
| Northern Powder River Basin |
3,330 | 2,772 | 558 | 20 | % | |||||||||||
| Gulf Coast |
676 | 324 | 352 | 109 | % | |||||||||||
| Total coal sales volumes |
22,947 | 24,160 | (1,213 | ) | (5 | )% | ||||||||||
| Coal royalty revenue per ton |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
$ | 7.59 | $ | 9.48 | $ | (1.89 | ) | (20 | )% | |||||||
| Central |
8.89 | 10.85 | (1.96 | ) | (18 | )% | ||||||||||
| Southern |
12.41 | 14.28 | (1.87 | ) | (13 | )% | ||||||||||
| Illinois Basin |
3.63 | 2.30 | 1.33 | 58 | % | |||||||||||
| Northern Powder River Basin |
4.74 | 4.24 | 0.50 | 12 | % | |||||||||||
| Gulf Coast |
0.68 | 0.58 | 0.10 | 17 | % | |||||||||||
| Combined average coal royalty revenue per ton |
7.04 | 7.08 | (0.04 | ) | (1 | )% | ||||||||||
| Coal royalty revenues |
||||||||||||||||
| Appalachia |
||||||||||||||||
| Northern |
$ | 7,991 | $ | 11,946 | $ | (3,955 | ) | (33 | )% | |||||||
| Central |
92,362 | 111,121 | (18,759 | ) | (17 | )% | ||||||||||
| Southern |
25,024 | 16,725 | 8,299 | 50 | % | |||||||||||
| Total Appalachia |
125,377 | 139,792 | (14,415 | ) | (10 | )% | ||||||||||
| Illinois Basin |
19,924 | 19,331 | 593 | 3 | % | |||||||||||
| Northern Powder River Basin |
15,768 | 11,751 | 4,017 | 34 | % | |||||||||||
| Gulf Coast |
461 | 187 | 274 | 147 | % | |||||||||||
| Unadjusted coal royalty revenues |
161,530 | 171,061 | (9,531 | ) | (6 | )% | ||||||||||
| Coal royalty adjustment for minimum leases |
(3 | ) | (286 | ) | 283 | 99 | % | |||||||||
| Total coal royalty revenues |
$ | 161,527 | $ | 170,775 | $ | (9,248 | ) | (5 | )% | |||||||
| Other revenues |
||||||||||||||||
| Production lease minimum revenues |
$ | 2,025 | $ | 3,542 | $ | (1,517 | ) | (43 | )% | |||||||
| Minimum lease straight-line revenues |
13,414 | 14,235 | (821 | ) | (6 | )% | ||||||||||
| Carbon neutral initiative revenues |
2,914 | 8,600 | (5,686 | ) | (66 | )% | ||||||||||
| Wheelage revenues |
9,538 | 11,073 | (1,535 | ) | (14 | )% | ||||||||||
| Property tax revenues |
4,710 | 4,527 | 183 | 4 | % | |||||||||||
| Coal overriding royalty revenues |
1,165 | 2,307 | (1,142 | ) | (50 | )% | ||||||||||
| Lease amendment revenues |
2,322 | 2,450 | (128 | ) | (5 | )% | ||||||||||
| Aggregates royalty revenues |
2,175 | 2,691 | (516 | ) | (19 | )% | ||||||||||
| Oil and gas royalty revenues |
5,126 | 10,890 | (5,764 | ) | (53 | )% | ||||||||||
| Other revenues |
895 | 705 | 190 | 27 | % | |||||||||||
| Total other revenues |
$ | 44,284 | $ | 61,020 | $ | (16,736 | ) | (27 | )% | |||||||
| Royalty and other mineral rights |
$ | 205,811 | $ | 231,795 | $ | (25,984 | ) | (11 | )% | |||||||
| Transportation and processing services revenues |
11,447 | 15,377 | (3,930 | ) | (26 | )% | ||||||||||
| Gain on asset sales and disposals |
955 | 699 | 256 | 37 | % | |||||||||||
| Total Mineral Rights segment revenues and other income |
$ | 218,213 | $ | 247,871 | $ | (29,658 | ) | (12 | )% | |||||||
Coal Royalty Revenues
Approximately 70% of coal royalty revenues and approximately 50% of coal royalty sales volumes were derived from metallurgical coal during the nine months ended September 30, 2023. Total coal royalty revenues decreased $9.2 million as compared to the prior year period. The discussion by region is as follows:
| • |
Appalachia: Coal royalty revenues decreased $14.4 million primarily due to decreased metallurgical coal sales prices during the nine months ended September 30, 2023, as compared to the prior year period. |
| • |
Illinois Basin: Coal royalty revenues increased $0.6 million during the nine months ended September 30, 2023, as compared to the prior year period primarily due to higher coal sales prices, partially offset by lower coal sales volumes as compared to the prior year period. |
| • |
Northern Powder River Basin: Coal royalty revenues increased $4.0 million primarily due to increased sales volumes during the nine months ended September 30, 2023, as compared to the prior year period as our lessee mined more on our property during the first nine months of 2023 as compared to the first nine months of 2022 in accordance with its mine plan. |
Other Revenues
Total other revenues decreased $16.7 million during the nine months ended September 30, 2023, as compared to the prior year period primarily due a $5.8 million decrease in oil and gas royalty revenues and a $5.7 million decrease in carbon neutral initiative revenues. Oil and gas royalty revenues decreased during the nine months ended September 30, 2023 primarily as a result of decreased natural gas production and prices as compared to the prior year period. Carbon neutral initiative revenues recognized during the nine months ended September 30, 2023 primarily related to subsurface CO2 storage and forest carbon offset credits. Carbon neutral initiative revenues recognized during the nine months ended September 30, 2022 primarily related to subsurface CO2 storage and geothermal energy transactions.
Transportation and Processing Services Revenues
Transportation and processing services revenues decreased $3.9 million during the nine months ended September 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 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 $14.6 million during the nine months ended September 30, 2023 as 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 and Other Expenses
The following table presents the significant categories of our consolidated operating and other expenses:
| For the Nine Months Ended September 30, |
Increase |
Percentage |
||||||||||||||
| (In thousands) |
2023 |
2022 |
(Decrease) |
Change |
||||||||||||
| Operating expenses |
||||||||||||||||
| Operating and maintenance expenses |
$ | 23,451 | $ | 25,989 | $ | (2,538 | ) | (10 | )% | |||||||
| Depreciation, depletion and amortization |
12,469 | 16,565 | (4,096 | ) | (25 | )% | ||||||||||
| General and administrative expenses |
17,157 | 14,037 | 3,120 | 22 | % | |||||||||||
| Asset impairments |
132 | 874 | (742 | ) | (85 | )% | ||||||||||
| Total operating expenses |
$ | 53,209 | $ | 57,465 | $ | (4,256 | ) | (7 | )% | |||||||
| Other expenses, net |
||||||||||||||||
| Interest expense, net |
$ | 10,182 | $ | 22,636 | $ | (12,454 | ) | (55 | )% | |||||||
| Loss on extinguishment of debt |
— | 6,532 | (6,532 | ) | (100 | )% | ||||||||||
| Total other expenses, net |
$ | 10,182 | $ | 29,168 | $ | (18,986 | ) | (65 | )% | |||||||
Total operating expenses decreased $4.3 million primarily due to a $4.1 million decrease in depreciation, depletion and amortization and a $2.5 million decrease in operating and maintenance expenses, partially offset by a $3.1 million increase in general and administrative expenses. The decrease in depreciation, depletion and amortization was primarily driven by lower Illinois Basin coal sales volumes as compared to the prior year period. The decrease in operating and maintenance expenses was primarily driven by lower overriding royalty expense from an agreement with WPPLP in the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property. The increase in general and administrative expenses was primarily due to increased incentive compensation expense as compared to theprior year period.
Total other expenses, net decreased $19.0 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 and third quarters 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:
| Operating Segments |
||||||||||||||||
| For the Nine Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Net income (loss) |
$ | 182,400 | $ | 58,408 | $ | (27,353 | ) | $ | 213,455 | |||||||
| Less: equity earnings from unconsolidated investment |
— | (58,633 | ) | — | (58,633 | ) | ||||||||||
| Add: total distributions from unconsolidated investment |
— | 66,140 | — | 66,140 | ||||||||||||
| Add: interest expense, net |
— | — | 10,182 | 10,182 | ||||||||||||
| Add: depreciation, depletion and amortization |
12,455 | — | 14 | 12,469 | ||||||||||||
| Add: asset impairments |
132 | — | — | 132 | ||||||||||||
| Adjusted EBITDA |
$ | 194,987 | $ | 65,915 | $ | (17,157 | ) | $ | 243,745 | |||||||
| September 30, 2022 |
||||||||||||||||
| Net income (loss) |
$ | 204,548 | $ | 43,931 | $ | (43,205 | ) | $ | 205,274 | |||||||
| Less: equity earnings from unconsolidated investment |
— | (44,036 | ) | — | (44,036 | ) | ||||||||||
| Add: total distributions from unconsolidated investment |
— | 34,055 | — | 34,055 | ||||||||||||
| Add: interest expense, net |
— | — | 22,636 | 22,636 | ||||||||||||
| Add: loss on extinguishment of debt |
— | — | 6,532 | 6,532 | ||||||||||||
| Add: depreciation, depletion and amortization |
16,565 | — | — | 16,565 | ||||||||||||
| Add: asset impairments |
874 | — | — | 874 | ||||||||||||
| Adjusted EBITDA |
$ | 221,987 | $ | 33,950 | $ | (14,037 | ) | $ | 241,900 | |||||||
Net income increased $8.2 million during the first nine months of 2023 as compared to the prior year period primarily due to the decrease in operating and other expenses, net, partially offset by the decrease in revenues and other income, both discussed above. Adjusted EBITDA decreased $1.8 million as compared to the prior year period primarily due to a $27.0 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income as discussed above and a $3.1 million decrease in Adjusted EBITDA within our Corporate and Financing segment as a result of the increase in general and administrative expenses as discussed above. These decreases in Adjusted EBITDA were partially offset by a $32.0 million increase in Adjusted EBITDA within our Soda Ash segment due to higher distributions received from Sisecam Wyoming driven by Sisecam Wyoming's strong operating performance in the first nine months of 2023.
Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)
The following table presents the three major categories of the statement of cash flows by business segment:
| Operating Segments |
||||||||||||||||
| For the Nine Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Cash flow provided by (used in) |
||||||||||||||||
| Operating activities |
$ | 189,836 | $ | 65,901 | $ | (22,545 | ) | $ | 233,192 | |||||||
| Investing activities |
2,791 | — | (10 | ) | 2,781 | |||||||||||
| Financing activities |
(583 | ) | — | (256,070 | ) | (256,653 | ) | |||||||||
| September 30, 2022 |
||||||||||||||||
| Cash flow provided by (used in) |
||||||||||||||||
| Operating activities |
$ | 194,475 | $ | 33,934 | $ | (30,459 | ) | $ | 197,950 | |||||||
| Investing activities |
1,837 | — | (59 | ) | 1,778 | |||||||||||
| Financing activities |
(614 | ) | — | (273,697 | ) | (274,311 | ) | |||||||||
The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) by business segment to DCF and FCF:
| Operating Segments |
||||||||||||||||
| For the Nine Months Ended (In thousands) |
Mineral Rights |
Soda Ash |
Corporate and Financing |
Total |
||||||||||||
| September 30, 2023 |
||||||||||||||||
| Net cash provided by (used in) operating activities |
$ | 189,836 | $ | 65,901 | $ | (22,545 | ) | $ | 233,192 | |||||||
| Add: proceeds from asset sales and disposals |
961 | — | — | 961 | ||||||||||||
| Add: return of long-term contract receivable |
1,830 | — | — | 1,830 | ||||||||||||
| Less: maintenance capital expenditures |
— | — | (10 | ) | (10 | ) | ||||||||||
| Distributable cash flow |
$ | 192,627 | $ | 65,901 | $ | (22,555 | ) | $ | 235,973 | |||||||
| Less: proceeds from asset sales and disposals |
(961 | ) | — | — | (961 | ) | ||||||||||
| Free cash flow |
$ | 191,666 | $ | 65,901 | $ | (22,555 | ) | $ | 235,012 | |||||||
| September 30, 2022 |
||||||||||||||||
| Net cash provided by (used in) operating activities |
$ | 194,475 | $ | 33,934 | $ | (30,459 | ) | $ | 197,950 | |||||||
| Add: proceeds from asset sales and disposals |
699 | — | — | 699 | ||||||||||||
| Add: return of long-term contract receivable |
1,138 | — | — | 1,138 | ||||||||||||
| Less: maintenance capital expenditures |
— | — | (59 | ) | (59 | ) | ||||||||||
| Distributable cash flow |
$ | 196,312 | $ | 33,934 | $ | (30,518 | ) | $ | 199,728 | |||||||
| Less: proceeds from asset sales and disposals |
(699 | ) | — | — | (699 | ) | ||||||||||
| Free cash flow |
$ | 195,613 | $ | 33,934 | $ | (30,518 | ) | $ | 199,029 | |||||||
Operating cash flow, DCF and FCF increased $35.2 million, $36.2 million and $36.0 million, respectively, as compared to the prior year period due to increased cash flow within our Soda Ash and Corporate and Financing segments, partially offset by decreased cash flow within our Mineral Rights segment. The discussion by segment is as follows:
| • |
Mineral Rights Segment |
| ◦ |
Operating cash flow, DCF and FCF decreased $4.6 million, $3.7 million and $3.9 million, respectively, primarily due to lower revenues and other income in the nine months ended September 30, 2023 as compared to the prior year period primarily due to decreased metallurgical coal sales prices and decreased revenues from oil and gas royalties and certain carbon neutral initiative transactions entered into in 2022. |
| • |
Soda Ash Segment |
| ◦ |
Operating cash flow, DCF and FCF increased $32.0 million as compared to the prior year period primarily due to higher distributions received from Sisecam Wyoming driven by Sisecam Wyoming's strong operating performance in the first half of 2023. |
| • |
Corporate and Financing Segment |
| ◦ |
Operating cash flow, DCF and FCF increased $7.9 million, $8.0 million and $8.0 million, respectively, 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 September 30, 2023, we had total liquidity of $45.4 million, consisting of $18.4 million of cash and cash equivalents and $27.0 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 September 30, 2023:
| For the Three Months Ended |
||||||||||||||||||||
| (In thousands) |
December 31, 2022 |
March 31, 2023 |
June 30, 2023 |
September 30, 2023 |
Last 12 Months |
|||||||||||||||
| Net income |
$ | 63,218 | $ | 79,275 | $ | 70,334 | $ | 63,846 | $ | 276,673 | ||||||||||
| Less: equity earnings from unconsolidated investment |
(15,759 | ) | (19,254 | ) | (26,978 | ) | (12,401 | ) | (74,392 | ) | ||||||||||
| Add: total distributions from unconsolidated investment |
10,780 | 10,780 | 32,350 | 23,010 | 76,920 | |||||||||||||||
| Add: interest expense, net |
3,638 | 2,853 | 3,492 | 3,837 | 13,820 | |||||||||||||||
| Add: loss on extinguishment of debt |
3,933 | — | — | — | 3,933 | |||||||||||||||
| Add: depreciation, depletion and amortization |
5,954 | 4,083 | 3,792 | 4,594 | 18,423 | |||||||||||||||
| Add: asset impairments |
3,583 | — | 69 | 63 | 3,715 | |||||||||||||||
| Adjusted EBITDA |
$ | 75,347 | $ | 77,737 | $ | 83,059 | $ | 82,949 | $ | 319,092 | ||||||||||
| Debt—at September 30, 2023 |
$ | 208,059 | ||||||||||||||||||
| Leverage Ratio |
0.7 x |
|||||||||||||||||||
Cash Flows
Cash flows provided by operating activities increased $35.2 million, from $198.0 million in the nine months ended September 30, 2022 to $233.2 million in the nine months ended September 30, 2023, due to increased cash flow within our Soda Ash and Corporate and Financing segments, partially offset by decreased cash flow within our Mineral Rights segment, all discussed above.
Cash used in financing activities decreased $17.7 million, from $274.3 million used in the nine months ended September 30, 2022 to $256.7 million used in the nine months ended September 30, 2023, primarily due to the following:
| • |
$215.0 million of borrowings on the Opco Credit Facility in 2023; |
|
| • | $178.6 million of cash used to retire a portion of the 2025 Senior Notes in 2022; |
|
| • | $19.3 million of cash used to redeem the preferred units paid-in-kind during the first quarter of 2022; |
| • |
$6.2 million of decreased cash used for other items, net primarily due to the premiums paid related to the repayment of the 2025 Senior Notes during the nine months ended September 30, 2022; and |
| • |
$2.8 million of decreased cash used for preferred unit distributions as a result of the redemption of preferred units in 2023. |
These decreases in cash flow used were partially offset by the following:
| • | $178.3 million of cash used to redeem the preferred units in 2023; |
|
| • | $157.0 million of cash used to repay a portion of the Opco Credit Facility in 2023; |
| • | $35.4 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; and |
| • |
$33.6 million of cash used to settle the warrants in the third quarter of 2023. |
Capital Resources and Obligations
Debt, Net
We had the following debt outstanding as of September 30, 2023 and December 31, 2022:
| September 30, |
December 31, |
|||||||
| (In thousands) |
2023 |
2022 |
||||||
| Current portion of long-term debt, net |
$ | 36,780 | $ | 39,076 | ||||
| Long-term debt, net |
170,735 | 129,205 | ||||||
| Total debt, net |
$ | 207,515 | $ | 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:
Commodity Price Risk
Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all our reserves are coal, changes in coal prices have a more significant impact on our financial results.
We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees' failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees' operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal prices.
The market price of soda ash and energy costs directly affects the profitability of Sisecam Wyoming's operations. If the market price for soda ash declines, Sisecam Wyoming's sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future.
Interest Rate Risk
Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variably interest rates based upon SOFR. At September 30, 2023, we had $128.0 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $1.3 million, assuming the same principal amount remained outstanding during the year.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in the Partnership’s Internal Control Over Financial Reporting
There were no material changes in the Partnership’s internal control over financial reporting during the first nine months of 2023 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.
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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
| Exhibit Number |
Description |
|
| Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017). |
||
| Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011). |
||
| Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013). |
||
| Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582). |
||
| 10.1 | Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of May 11, 2023, by and among NRP (Operating) LLC, the lenders party thereto and Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 15, 2023). | |
| New Lender Agreement, dated as of May 11, 2023, by and among NRP (Operating) LLC, Zions Bancorporation, N.A. dba Amegy Bank, and Gulf Capital Bank (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 15, 2023). | ||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley. | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley. | |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. | |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. | |
| 101.INS* |
Inline XBRL Instance Document |
|
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
| 101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
|
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104* |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
|
| * |
Filed herewith |
|
| ** |
Furnished herewith |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.
| NATURAL RESOURCE PARTNERS L.P. |
||
| By: |
NRP (GP) LP, its general partner |
|
| By: |
GP NATURAL RESOURCE |
|
| PARTNERS LLC, its general partner |
||
| Date: November 3, 2023 |
By: |
/s/ Corbin J. Robertson, Jr. |
| Corbin J. Robertson, Jr. |
||
| Chairman of the Board and |
||
| Chief Executive Officer |
||
| (Principal Executive Officer) |
||
| Date: November 3, 2023 |
By: |
/s/ Christopher J. Zolas |
| Christopher J. Zolas |
||
| Chief Financial Officer |
||
| (Principal Financial and Accounting Officer) |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Corbin J. Robertson, Jr., certify that:
|
1 |
I have reviewed this report on Form 10-Q of Natural Resource Partners L.P. |
|
2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4 |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5 |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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By: |
/s/ Corbin J. Robertson, Jr. |
|
Corbin J. Robertson, Jr. |
|
|
Chief Executive Officer |
|
|
Date: |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Christopher J. Zolas, certify that:
|
1 |
I have reviewed this report on Form 10-Q of Natural Resource Partners L.P. |
|
2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4 |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5 |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
By: |
/s/ Christopher J. Zolas |
| Christopher J. Zolas | |
|
Chief Financial Officer |
|
|
Date: |
Exhibit 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF GP NATURAL RESOURCE PARTNERS LLC
PURSUANT TO 18 U.S.C. § 1350
In connection with the accompanying report on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corbin J. Robertson, Jr., Chief Executive Officer of GP Natural Resource Partners LLC, the general partner of the general partner of Natural Resource Partners L.P. (the “Company”), hereby certify, to my knowledge, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
By: |
/s/ Corbin J. Robertson, Jr. |
|
Corbin J. Robertson, Jr. |
|
|
Chief Executive Officer |
|
|
Date: |
Exhibit 32.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF GP NATURAL RESOURCE PARTNERS LLC
PURSUANT TO 18 U.S.C. § 1350
In connection with the accompanying report on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher J. Zolas, Chief Financial Officer of GP Natural Resource Partners LLC, the general partner of the general partner of Natural Resource Partners L.P. (the “Company”), hereby certify, to my knowledge, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
By: |
/s/ Christopher J. Zolas |
|
Christopher J. Zolas |
|
|
Chief Financial Officer |
|
|
Date: |