nrp-20211103
false000117148600011714862021-11-032021-11-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________________
FORM 8-K
 ______________________________________________________

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

Date of report (Date of earliest event reported): November 3, 2021
  ______________________________________________________
nrp-20211103_g1.gif
NATURAL RESOURCE PARTNERS LP
(Exact Name of Registrant as Specified in Charter)
  ______________________________________________________
Delaware
001-31465
35-2164875
(State or other jurisdiction
of incorporation or organization)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
1201 Louisiana St., Suite 3400
Houston, Texas77002
(Address of principal executive office) (Zip Code)
(713) 751-7507
(Registrant's telephone number, including area code)
 ______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units representing limited partner interestsNRPNew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 ¨


Item 2.02.Results of Operations and Financial Condition

    In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibit referenced therein are being furnished pursuant to Item 2.02 of Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
 
    On November 3, 2021, Natural Resource Partners L.P. announced via press release its earnings and operating results for the third quarter of 2021. A copy of NRP’s press release is attached hereto as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATURAL RESOURCE PARTNERS L.P.
(Registrant)
By: NRP (GP) LP
its General Partner
By: GP Natural Resource Partners LLC
 its General Partner
Date: November 3, 2021
 /s/ Philip T. Warman    
 Philip T. Warman
 General Counsel


Exhibit 99.1



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Natural Resource Partners L.P.
1201 Louisiana St., Suite 3400, Houston, TX 77002
NEWS RELEASE
Natural Resource Partners L.P. Reports Third Quarter 2021 Results and
Declares Third Quarter 2021 Distributions

HOUSTON, November 3, 2021 - Natural Resource Partners L.P. (NYSE:NRP) today reported third quarter 2021 results as follows:
For the Three Months EndedLast Twelve Months Ended
(In thousands) (Unaudited)September 30, 2021
Operating cash flow$30,059 $79,798 
Free cash flow (1)
30,599 81,080 
Cash flow cushion (last twelve months) (1)
3,740 
Net income $29,498 $67,948 
Adjusted EBITDA (1)
37,717 119,421 
(1)See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.
"Our strong performance in the third quarter reflects continued global economic recovery and strong demand for metallurgical coal, thermal coal and soda ash, and we expect conditions to remain favorable over the near and intermediate term,” said Craig Nunez, NRP’s President & Chief Operating Officer. “We remain committed to using our robust free cash flow to reduce debt and continue to believe our long-term strategy of de-risking the Partnership in this manner is the best means to maximize unitholder value. In addition, we returned $5.6 million of distributions to common unitholders in the third quarter and have paid out $22.2 million to common unitholders over the last twelve months.”

Mr. Nunez continued, “I am also pleased to report that we generated and sold $13.8 million in carbon offset credits in October by sequestering over 1 million tonnes of carbon dioxide in our forestlands. This transaction will be reflected in our fourth quarter results and is the first tangible result of our ongoing initiative to generate cash flow from alternative revenue sources we have told you about in previous quarters. We continue to pursue additional alternative revenue projects that have the potential to provide important benefits to the environment and add significant value to NRP over the coming years.”

NRP's liquidity was $219.0 million at September 30, 2021, consisting of $119.0 million of cash and $100.0 million of borrowing capacity available under its revolving credit facility.

NRP announced today that the Board of Directors of its general partner declared a third quarter 2021 cash distribution of $0.45 per common unit of NRP to be paid on November 23, 2021 to unitholders of record on November 16, 2021. In addition, the Board declared an $8.0 million distribution on the preferred units, which will be paid one-half in cash and one-half in kind through the issuance of additional preferred units. The preferred unit distribution includes interest on previously paid-in-kind units and will also be paid one-half in cash and one-half in kind through the issuance of additional preferred units.
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Segment Performance
Coal Royalty and Other
In the third quarter of 2021 net income increased $17.4 million and free cash flow increased $5.6 million as compared to the prior year period primarily due to stronger metallurgical coal demand and pricing in the third quarter of 2021. Approximately 65% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal in the third quarter of 2021.
Metallurgical coal markets have rebounded significantly from the lows seen in 2020 to record highs and the outlook remains strong as steel demand driven by global economic recovery is more than offsetting challenges related to the COVID-19 pandemic. Domestic and export thermal coal markets have also significantly improved from the lows seen in 2020, however NRP does not have meaningful sensitivity to thermal coal price movements this year since the substantial majority of NRP's thermal cash flows are fixed through 2021 pursuant to a contract with Foresight Energy that went into effect as they emerged from bankruptcy in 2020. While there is potential for NRP to capture upside from improved thermal coal demand and pricing in 2022, thermal coal markets still face the long-term challenges of lower electricity demand, competition from natural gas and the secular shift to renewable energy.
In addition to actively managing its producing coal and hard mineral properties, NRP continues to identify alternative revenue sources across its large portfolio of land, mineral and timber assets. The types of opportunities include the sequestration of carbon dioxide underground and in standing forests, and the generation of electricity using geothermal, solar and wind energy. In the fourth quarter of this year, NRP was able to execute on one such project through the issuance and subsequent sale of 1.1 million forest carbon offset credits for $13.8 million. The offset credits were issued to NRP by the California Air Resources Board under its cap-and-trade program and represent 1.1 million tonnes of carbon sequestered from approximately 39,000 acres of NRP's forest assets in West Virginia. This is an encouraging first step in NRP's ability to create value through alternative revenue sources. While the timing and likelihood of additional cash flows being realized from further activities is uncertain, NRP believes its large ownership footprint throughout the United States will provide additional opportunities to create value in this regard with minimal capital investment.
Soda Ash
Net income in the third quarter of 2021 increased $4.7 million as compared to the prior year period as demand for soda ash continues to improve globally from the lows caused by the COVID-19 pandemic. Free cash flow in the third quarter of 2021 was flat as compared to the prior year period as a result of Ciner Wyoming's decision in August of 2020 to suspend its quarterly distributions in an effort to achieve greater financial and liquidity flexibility as a result of the COVID-19 pandemic.

However, as a result of the continued improvement in global soda ash demand and pricing, Ciner Wyoming reinstated its quarterly cash distribution and NRP will receive $7.4 million in the fourth quarter of 2021.
Corporate and Financing
Corporate and financing costs in the third quarter of 2021 were relatively flat as compared to the prior year period. Free cash flow improved $0.3 million in the third quarter of 2021 as compared to the prior year period primarily due to lower cash paid for interest as a result of less debt outstanding in 2021.
As noted earlier, NRP declared a third quarter 2021 preferred unit distribution of $8.0 million which will be paid one-half in cash and one-half in kind. The indenture governing the 2025 parent company notes restricts NRP from paying more than one-half of the quarterly distribution on the preferred units in cash if NRP's consolidated leverage ratio exceeds 3.75x, and as of September 30, 2021, NRP's leverage ratio was 3.8x. However, as a result of the strong coal and soda ash pricing expected in the fourth quarter, and the forest carbon offset transaction described above, NRP expects its leverage ratio to fall below the 3.75x threshold by December 31, 2021. If this occurs, NRP plans to redeem its outstanding paid-in-kind preferred units and continue paying cash distributions to its common unitholders. If NRP’s consolidated leverage ratio were to remain above 3.75x and NRP remains unable to redeem its outstanding paid-in-kind preferred units, NRP would be required to temporarily suspend distributions on its common units until the leverage ratio drops below 3.75x and the outstanding paid-in-kind preferred units are redeemed. Additionally, NRP expects its leverage ratio to continue its long-term decline as NRP pays down debt.
Future distributions on NRP's common and preferred units and decisions regarding paid-in-kind preferred unit redemptions 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,
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estimated unitholder income tax liability and the level of cash reserves that the Board determines is necessary for future operating and capital needs.
Conference Call
A conference call will be held today at 9:00 a.m. ET. To register for the conference call, please use this link https://conferencingportals.com/event/kfJdSHYP. After registering a confirmation will be sent via email, including dial in details and unique conference call codes for entry. Registration is open through the live call, however, to ensure you are connected for the full call we suggest registering at least 10 minutes prior to the start of the call. Investors may also listen to the call via the Investor Relations section of the NRP website at www.nrplp.com. To access the replay, please visit the Investor Relations section of NRP’s website.
Withholding Information for Foreign Investors
This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of NRP's distributions to foreign investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, NRP's distributions to foreign investors are subject to federal income tax withholding at the highest applicable rate.

Company Profile

Natural Resource Partners L.P., a master limited partnership headquartered in Houston, TX, is a diversified natural resource company that owns, manages and leases a diversified portfolio of mineral properties in the United States including interests in coal, industrial minerals and other natural resources. In addition, NRP owns an equity investment in Ciner Wyoming LLC, a trona ore mining and soda ash production business.
For additional information, please contact Tiffany Sammis at 713-751-7515 or [email protected]. Further information about NRP is available on the Partnership’s website at http://www.nrplp.com.

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Forward-Looking Statements

This press release includes “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These risks include, among other things, statements regarding: the effects of the global COVID-19 pandemic; future distributions on the Partnership’s common and preferred units; the Partnership's business strategy; its liquidity and access to capital and financing sources; its 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 the Partnership's lessees, including Foresight Energy; Ciner Wyoming LLC’s trona mining and soda ash refinery operations; distributions from the soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving the Partnership, and of scheduled or potential regulatory or legal changes; global and U.S. economic conditions; and other factors detailed in Natural Resource Partners’ Securities and Exchange Commission filings. Natural Resource Partners L.P. has no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
"Adjusted EBITDA" is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment, net income attributable to non-controlling interest and gain on reserve swap; 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. 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” or "DCF" is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations 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 and distributions to non-controlling interest. 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, distributable cash flow 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. Distributable cash flow 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” or "FCF" is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and distributions to non-controlling interest. FCF is calculated before mandatory debt repayments. Free cash flow 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. Free cash flow may not be calculated the same for us as for other companies. Free cash flow 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.
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"Cash flow cushion" is a non-GAAP financial measure that we define as free cash flow less one-time beneficial items, mandatory Opco debt repayments, preferred unit distributions and common unit distributions. Cash flow cushion 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. Cash flow cushion is a supplemental liquidity measure used by our management to assess the Partnership's ability to make or raise cash distributions to our common and preferred unitholders and our general partner and repay debt or redeem preferred units.
"Return on capital employed" or "ROCE" is a non-GAAP financial measure that we define as net income (loss) operations plus financing costs (interest expense plus loss on extinguishment of debt) divided by the sum of equity excluding equity of discontinued operations, and debt. Return on capital employed 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. Return on capital employed is a supplemental performance measure used by our management team that measures our profitability and efficiency with which our capital is employed. The measure provides an indication of operating performance before the impact of leverage in the capital structure.



-Financial Tables and Reconciliation of Non-GAAP Measures Follow-
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Natural Resource Partners L.P.
Financial Tables
(Unaudited)

Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended For the Nine Months Ended
 September 30,June 30,September 30,
(In thousands, except per unit data)20212020202120212020
Revenues and other income
Coal royalty and other$47,884 $25,740 $33,611 $114,422 $88,839 
Transportation and processing services2,171 2,204 2,182 6,545 6,651 
Equity in earnings of Ciner Wyoming6,672 1,986 2,601 11,246 5,200 
Gain on asset sales and disposals68 — 116 243 465 
Total revenues and other income$56,795 $29,930 $38,510 $132,456 $101,155 
Operating expenses
Operating and maintenance expenses$8,354 $5,781 $5,170 $19,076 $19,200 
Depreciation, depletion and amortization5,182 2,111 4,871 15,145 6,185 
General and administrative expenses4,052 3,634 3,388 11,550 11,168 
Asset impairments57 934 16 4,116 133,217 
Total operating expenses$17,645 $12,460 $13,445 $49,887 $169,770 
Income (loss) from operations$39,150 $17,470 $25,065 $82,569 $(68,615)
Interest expense, net$(9,652)$(10,254)$(9,683)$(29,308)$(30,891)
Net income (loss)$29,498 $7,216 $15,382 $53,261 $(99,506)
Less: income attributable to preferred unitholders(7,961)(7,500)(7,842)(23,530)(22,613)
Net income (loss) attributable to common unitholders and the general partner$21,537 $(284)$7,540 $29,731 $(122,119)
Net income (loss) attributable to common unitholders$21,106 $(279)$7,389 $29,136 $(119,677)
Net income (loss) attributable to the general partner431 (5)151 595 (2,442)
Net income (loss) per common unit
Basic $1.71 $(0.02)$0.60 $2.36 $(9.76)
Diluted1.10 (0.02)0.56 1.98 (9.76)
Net income (loss)$29,498 $7,216 $15,382 $53,261 $(99,506)
Comprehensive income from unconsolidated investment and other4,204 2,428 2,533 7,469 2,764 
Comprehensive income (loss)$33,702 $9,644 $17,915 $60,730 $(96,742)
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Natural Resource Partners L.P.
Financial Tables
(Unaudited)
Consolidated Statements of Cash Flows
For the Three Months Ended For the Nine Months Ended
 September 30,June 30,September 30,
(In thousands)20212020202120212020
Cash flows from operating activities
Net income (loss)$29,498 $7,216 $15,382 $53,261 $(99,506)
Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:
Depreciation, depletion and amortization5,182 2,111 4,871 15,145 6,185 
Distributions from unconsolidated investment— — — 3,920 14,210 
Equity earnings from unconsolidated investment(6,672)(1,986)(2,601)(11,246)(5,200)
Gain on asset sales and disposals(68)— (116)(243)(465)
Asset impairments57 934 16 4,116 133,217 
Bad debt expense2,069 258 (737)1,715 3,915 
Unit-based compensation expense1,118 913 593 2,837 2,566 
Amortization of debt issuance costs and other653 1,577 977 1,899 491 
Change in operating assets and liabilities:
Accounts receivable(9,163)4,621 162 (12,332)7,994 
Accounts payable182 144 (83)89 193 
Accrued liabilities357 791 1,838 (839)(2,985)
Accrued interest7,262 7,248 (7,424)6,971 6,957 
Deferred revenue(2,652)(273)677 (2,121)10,194 
Other items, net2,236 769 (171)3,471 (3,353)
Net cash provided by operating activities of continuing operations$30,059 $24,323 $13,384 $66,643 $74,413 
Net cash provided by operating activities of discontinued operations— — — — 1,706 
Net cash provided by operating activities$30,059 $24,323 $13,384 $66,643 $76,119 
Cash flows from investing activities
Proceeds from asset sales and disposals$74 $— $116 $249 $507 
Return of long-term contract receivable540 332 541 1,622 1,462 
Acquisition of non-controlling interest in BRP— — — — (1,000)
Net cash provided by investing activities of continuing operations$614 $332 $657 $1,871 $969 
Net cash used in investing activities of discontinued operations— — — — (66)
Net cash provided by investing activities$614 $332 $657 $1,871 $903 
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Natural Resource Partners L.P.
Financial Tables
(Unaudited)
Cash flows from financing activities
Debt repayments$— $(6,780)$(2,365)$(19,061)$(25,841)
Distributions to common unitholders and the general partner(5,671)(5,630)(5,672)(16,973)(11,260)
Distributions to preferred unitholders(3,921)(7,500)(3,864)(11,591)(22,613)
Contributions from discontinued operations— — — — 1,640 
Acquisition of non-controlling interest in BRP— — (1,000)(1,000)— 
Other items— — 1 (690)— 
Net cash used in financing activities of continuing operations$(9,592)$(19,910)$(12,900)$(49,315)$(58,074)
Net cash used in financing activities of discontinued operations— — — — (1,640)
Net cash used in financing activities$(9,592)$(19,910)$(12,900)$(49,315)$(59,714)
Net increase in cash and cash equivalents$21,081 $4,745 $1,141 $19,199 $17,308 
Cash and cash equivalents at beginning of period97,908 110,828 96,767 99,790 98,265 
Cash and cash equivalents at end of period$118,989 $115,573 $97,908 $118,989 $115,573 
Supplemental cash flow information:
Cash paid for interest$1,898 $2,490 $16,611 $20,829 $22,712 
Non-cash investing and financing activities:
Plant, equipment, mineral rights and other funded with accounts payable or accrued liabilities$— $23 $— $— $947 
Preferred unit distributions paid-in-kind3,921 — 3,863 11,591 — 


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Natural Resource Partners L.P.
Financial Tables

Consolidated Balance Sheets
September 30,December 31,
(In thousands, except unit data)20212020
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$118,989 $99,790 
Accounts receivable, net23,231 12,322 
Other current assets, net1,010 5,080 
Total current assets$143,230 $117,192 
Land24,008 24,008 
Mineral rights, net442,454 460,373 
Intangible assets, net16,243 17,459 
Equity in unconsolidated investment277,309 262,514 
Long-term contract receivable, net31,948 33,264 
Other long-term assets, net5,814 7,067 
Total assets$941,006 $921,877 
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable$1,474 $1,385 
Accrued liabilities6,228 7,733 
Accrued interest8,685 1,714 
Current portion of deferred revenue11,201 11,485 
Current portion of long-term debt, net39,082 39,055 
Total current liabilities$66,670 $61,372 
Deferred revenue48,232 50,069 
Long-term debt, net414,437 432,444 
Other non-current liabilities4,920 5,131 
Total liabilities$534,259 $549,016 
Commitments and contingencies
Class A Convertible Preferred Units (265,341 and 253,750 units issued and outstanding at September 30, 2021 and December 31, 2020, respectively, at $1,000 par value per unit; liquidation preference of $1,850 per unit at September 30, 2021 and $1,700 per unit at December 31, 2020)
$179,927 $168,337 
Partners’ capital:
Common unitholders’ interest (12,351,306 and 12,261,199 units issued and outstanding at September 30, 2021 and December 31, 2020, respectively)$151,459 $136,927 
General partner’s interest754 459 
Warrant holders' interest66,816 66,816 
Accumulated other comprehensive income 7,791 322 
Total partners’ capital$226,820 $204,524 
Total liabilities and capital$941,006 $921,877 

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Natural Resource Partners L.P.
Financial Tables
(Unaudited)
Consolidated Statements of Partners' Capital
 Common UnitholdersGeneral PartnerWarrant HoldersAccumulated
Other
Comprehensive
Income		Partners' Capital Excluding Non-Controlling InterestNon-Controlling InterestTotal Capital
 
(In thousands)UnitsAmounts
Balance at December 31, 202012,261 $136,927 $459 $66,816 $322 $204,524 $— $204,524 
Net income (1)
— 8,213 168 — — 8,381 — 8,381 
Distributions to common unitholders and the general partner— (5,517)(113)— — (5,630)— (5,630)
Distributions to preferred unitholders— (7,461)(152)— — (7,613)— (7,613)
Issuance of unit-based awards90 — — — — — — — 
Unit-based awards amortization and vesting, net— 215 — — — 215 — 215 
Capital contribution— — 32 — — 32 — 32 
Comprehensive income from unconsolidated investment and other— — — — 732 732 — 732 
Balance at March 31, 202112,351 $132,377 $394 $66,816 $1,054 $200,641 $— $200,641 
Net income (2)
— 15,074 308 — — 15,382 — 15,382 
Distributions to common unitholders and general partner— (5,559)(113)— — (5,672)— (5,672)
Distributions to preferred unitholders— (7,571)(155)— — (7,726)— (7,726)
Unit-based awards amortization and vesting— 515 — — — 515 — 515 
Comprehensive income from unconsolidated investment and other— — — — 2,533 2,533 — 2,533 
Balance at June 30, 202112,351 $134,836 $434 $66,816 $3,587 $205,673 $— $205,673 
Net income (3)
— 28,909 589 — — 29,498 — 29,498 
Distributions to common unitholders and the general partner— (5,558)(113)— — (5,671)— (5,671)
Distributions to preferred unitholders— (7,687)(156)— — (7,843)— (7,843)
Issuance of unit-based awards— — — — — — — — 
Unit-based awards amortization and vesting— 959 — — — 959 — 959 
Comprehensive income from unconsolidated investment and other— — — — 4,204 4,204 — 4,204 
Balance at September 30, 202112,351 $151,459 $754 $66,816 $7,791 $226,820 $— $226,820 
(1)Net income includes $7.7 million of income attributable to preferred unitholders that accumulated during the period, of which $7.6 million is allocated to the common unitholders and $0.2 million is allocated to the general partner.
(2)Net income includes $7.8 million of income attributable to preferred unitholders that accumulated during the period, of which $7.7 million is allocated to the common unitholders and $0.2 million is allocated to the general partner.
(3)Net income includes $8.0 million of income attributable to preferred unitholders that accumulated during the period, of which $7.8 million is allocated to the common unitholders and $0.2 million is allocated to the general partner.
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Natural Resource Partners L.P.
Financial Tables
(Unaudited)
Consolidated Statements of Partners' Capital
 Common UnitholdersGeneral PartnerWarrant HoldersAccumulated
Other
Comprehensive
Income (Loss)		Partners' Capital Excluding Non-Controlling InterestNon-Controlling InterestTotal Capital
 
(In thousands)UnitsAmounts
Balance at December 31, 201912,261 $271,471 $3,270 $66,816 $(2,594)$338,963 $(2,935)$336,028 
Cumulative effect of adoption of accounting standard — (3,833)(78)— — (3,911)— (3,911)
Net income (1)
— 18,403 376 — — 18,779 — 18,779 
Distributions to common unitholders and the general partner— (5,517)(113)— — (5,630)— (5,630)
Distributions to preferred unitholders— (7,350)(150)— — (7,500)— (7,500)
Unit-based awards amortization and vesting— 673 — — — 673 — 673 
Comprehensive loss from unconsolidated investment and other— — — — (1,023)(1,023)— (1,023)
Balance at March 31, 202012,261 $273,847 $3,305 $66,816 $(3,617)$340,351 $(2,935)$337,416 
Net loss (2)
— (122,991)(2,510)— — (125,501)— (125,501)
Distributions to preferred unitholders— (7,461)(152)— — (7,613)— (7,613)
Acquisition of non-controlling interest in BRP— (4,747)(97)— — (4,844)2,935 (1,909)
Unit-based awards amortization and vesting— 869 — — — 869 — 869 
Comprehensive income from unconsolidated investment and other— — — — 1,359 1,359 — 1,359 
Balance at June 30, 202012,261 $139,517 $546 $66,816 $(2,258)$204,621 $— $204,621 
Net income (1)
— 7,072 144 — — 7,216 — 7,216 
Distributions to common unitholders and the general partner— (5,518)(112)— — (5,630)— (5,630)
Distributions to preferred unitholders— (7,350)(150)— — (7,500)— (7,500)
Unit-based awards amortization and vesting— 824 — — — 824 — 824 
Comprehensive income from unconsolidated investment and other— — — — 2,428 2,428 — 2,428 
Balance at September 30, 202012,261 $134,545 $428 $66,816 $170 $201,959 — $201,959 
(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.
(2)Net loss includes $7.6 million of income attributable to preferred unitholders that accumulated during the period, of which $7.5 million is allocated to the common unitholders and $0.2 million is allocated to the general partner.




11

Natural Resource Partners L.P.
Financial Tables
(Unaudited)
The following tables present NRP's unaudited business results by segment for the three months ended September 30, 2021 and 2020 and June 30, 2021:
Operating Segments
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Three Months Ended September 30, 2021
Revenues $50,055 $6,672 $— $56,727 
Gain on asset sales and disposals68 — — 68 
Total revenues and other income $50,123 $6,672 $— $56,795 
Asset impairments$57 $— $— $57 
Net income (loss) $36,606 $6,596 $(13,704)$29,498 
Adjusted EBITDA (1)
$41,845 $(76)$(4,052)$37,717 
Cash flow provided by (used in) continuing operations:
Operating activities$33,968 $(36)$(3,873)$30,059 
Investing activities$614 $— $— $614 
Financing activities$— $— $(9,592)$(9,592)
Distributable cash flow (1)
$34,582 $(36)$(3,873)$30,673 
Free cash flow (1)
$34,508 $(36)$(3,873)$30,599 
For the Three Months Ended September 30, 2020
Revenues$27,944 $1,986 $— $29,930 
Gain on asset sales and disposals— — — — 
Total revenues and other income$27,944 $1,986 $— $29,930 
Asset impairments$934 $— $— $934 
Net income (loss)$19,173 $1,890 $(13,847)$7,216 
Adjusted EBITDA (1)
$22,259 $(96)$(3,634)$18,529 
Cash flow provided by (used in) continuing operations:
Operating activities$28,573 $(75)$(4,175)$24,323 
Investing activities$332 $— $— $332 
Financing activities$— $— $(19,910)$(19,910)
Distributable cash flow (1)
$28,905 $(75)$(4,175)$24,655 
Free cash flow (1)
$28,905 $(75)$(4,175)$24,655 
For the Three Months Ended June 30, 2021
Revenues$35,793 $2,601 $— $38,394 
Gain on asset sales and disposals116 — — 116 
Total revenues and other income$35,909 $2,601 $— $38,510 
Asset impairments$16 $— $— $16 
Net income (loss)$25,886 $2,566 $(13,070)$15,382 
Adjusted EBITDA (1)
$30,774 $(35)$(3,388)$27,351 
Cash flow provided by (used in) continuing operations:
Operating activities$32,028 $(35)$(18,609)$13,384 
Investing activities$657 $— $— $657 
Financing activities$(1,000)$— $(11,900)$(12,900)
Distributable cash flow (1)
$32,685 $(35)$(18,609)$14,041 
Free cash flow (1)
$31,569 $(35)$(18,609)$12,925 
(1)See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.
12

Natural Resource Partners L.P.
Financial Tables
(Unaudited)
The following table presents NRP's unaudited business results by segment for the nine months ended September 30, 2021 and 2020:
Operating Segments
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Nine Months Ended September 30, 2021
Revenues $120,967 $11,246 $— $132,213 
Gain on asset sales and disposals243 — — 243 
Total revenues and other income$121,210 $11,246 $— $132,456 
Asset impairments$4,116 $— $— $4,116 
Net income (loss)$82,980 $11,115 $(40,834)$53,261 
Adjusted EBITDA (1)
$102,265 $3,789 $(11,550)$94,504 
Cash flow provided by (used in) continuing operations:
Operating activities$91,958 $3,817 $(29,132)$66,643 
Investing activities$1,871 $— $— $1,871 
Financing activities$(1,132)$— $(48,183)$(49,315)
Distributable cash flow (1)
$93,829 $3,817 $(29,132)$68,514 
Free cash flow (1)
$92,580 $3,817 $(29,132)$67,265 
For the Nine Months Ended September 30, 2020
Revenues$95,490 $5,200 $— $100,690 
Gain on asset sales and disposals465 — — 465 
Total revenues and other income$95,955 $5,200 $— $101,155 
Asset impairments$133,217 $— $— $133,217 
Net income (loss) $(62,562)$5,059 $(42,003)$(99,506)
Adjusted EBITDA (1)
$76,896 $14,069 $(11,168)$79,797 
Cash flow provided by (used in) continuing operations:
Operating activities$91,082 $14,091 $(30,760)$74,413 
Investing activities$969 $— $— $969 
Financing activities$— $— $(58,074)$(58,074)
Distributable cash flow (1) (2)
$93,051 $14,091 $(30,760)$76,316 
Free cash flow (1)
$91,544 $14,091 $(30,760)$74,875 
(1)See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.
(2)Includes net proceeds from the sale of the construction aggregates business which are classified as investing cash flow from discontinued operations.
13

Natural Resource Partners L.P.
Financial Tables
(Unaudited)
Operating Statistics - Coal Royalty and Other
For the Three Months EndedFor the Nine Months Ended
 September 30,June 30,September 30,
(In thousands, except per ton data)20212020202120212020
Coal sales volumes (tons)
Appalachia
Northern (1)
422 102 405 947 516 
Central 3,199 2,247 2,975 8,824 7,643 
Southern642 172 316 1,058 820 
Total Appalachia4,263 2,521 3,696 10,829 8,979 
Illinois Basin2,689 758 2,640 7,987 1,841 
Northern Powder River Basin1,047 365 185 2,291 1,232 
Gulf Coast13 — — 13 — 
Total coal sales volumes8,012 3,644 6,521 21,120 12,052 
Coal royalty revenue per ton
Appalachia
Northern (1)
$7.18 $3.06 $4.45 $5.57 $2.22 
Central5.74 3.83 4.62 4.91 4.28 
Southern11.61 4.78 7.63 9.82 4.70 
Illinois Basin2.33 1.63 2.01 2.13 2.48 
Northern Powder River Basin3.71 3.46 4.15 3.59 3.66 
Gulf Coast0.54 — — 0.54 — 
Combined average coal royalty revenue per ton4.87 3.36 3.69 3.99 3.88 
Coal royalty revenues
Appalachia
Northern (1)
$3,031 $312 $1,804 $5,272 $1,143 
Central18,357 8,602 13,756 43,308 32,726 
Southern7,452 823 2,410 10,390 3,857 
Total Appalachia28,840 9,737 17,970 58,970 37,726 
Illinois Basin6,261 1,234 5,300 17,044 4,570 
Northern Powder River Basin3,881 1,262 768 8,222 4,510 
Gulf Coast7 — — 7 — 
Unadjusted coal royalty revenues38,989 12,233 24,038 84,243 46,806 
Coal royalty adjustment for minimum leases
(6,557)(1,623)(5,740)(18,148)(6,247)
Total coal royalty revenues$32,432 $10,610 $18,298 $66,095 $40,559 
Other revenues
Production lease minimum revenues
$3,235 $4,267 $3,556 $10,241 $13,554 
Minimum lease straight-line revenues
4,808 3,553 4,869 15,773 12,349 
Property tax revenues1,466 1,896 1,587 4,522 4,256 
Wheelage revenues1,964 1,680 1,844 5,589 5,468 
Coal overriding royalty revenues 757 1,314 976 3,592 3,319 
Lease amendment revenues1,519 858 772 3,159 2,591 
Aggregates royalty revenues429 221 456 1,339 1,068 
Oil and gas royalty revenues1,154 1,078 900 3,420 4,923 
Other revenues120 263 353 692 752 
Total other revenues$15,452 $15,130 $15,313 $48,327 $48,280 
Coal royalty and other$47,884 $25,740 $33,611 $114,422 $88,839 
Transportation and processing services revenues2,171 2,204 2,182 6,545 6,651 
Gain on asset sales and disposals68 — 116 243 465 
Total Coal Royalty and Other segment revenues and other income$50,123 $27,944 $35,909 $121,210 $95,955 
(1)Northern Appalachia includes NRP's Hibbs Run property that has significant sales volumes, but a low fixed rate per ton.
14

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)


Adjusted EBITDA
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Three Months Ended September 30, 2021
Net income (loss) $36,606 $6,596 $(13,704)$29,498 
Less: equity earnings from unconsolidated investment— (6,672)— (6,672)
Add: total distributions from unconsolidated investment— — — — 
Add: interest expense, net— — 9,652 9,652 
Add: depreciation, depletion and amortization 5,182 — — 5,182 
Add: asset impairments57 — — 57 
Adjusted EBITDA$41,845 $(76)$(4,052)$37,717 
For the Three Months Ended September 30, 2020
Net income (loss)$19,173 $1,890 $(13,847)$7,216 
Less: equity earnings from unconsolidated investment— (1,986)— (1,986)
Add: total distributions from unconsolidated investment— — — — 
Add: interest expense, net41 — 10,213 10,254 
Add: depreciation, depletion and amortization2,111— — 2,111 
Add: asset impairments934 — — 934 
Adjusted EBITDA$22,259 $(96)$(3,634)$18,529 
For the Three Months Ended June 30, 2021
Net income (loss) $25,886 $2,566 (13,070)$15,382 
Less: equity earnings from unconsolidated investment— (2,601)— (2,601)
Add: total distributions from unconsolidated investment— — — — 
Add: interest expense, net1 — 9,682 9,683 
Add: depreciation, depletion and amortization4,871 — — 4,871 
Add: asset impairments16 — — 16 
Adjusted EBITDA$30,774 $(35)$(3,388)$27,351 

15

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)
Adjusted EBITDA
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Nine Months Ended September 30, 2021
Net income (loss)$82,980 $11,115 $(40,834)$53,261 
Less: equity earnings from unconsolidated investment— (11,246)— (11,246)
Add: total distributions from unconsolidated investment— 3,920 — 3,920 
Add: interest expense, net24 — 29,284 29,308 
Add: depreciation, depletion and amortization 15,145 — — 15,145 
Add: asset impairments4,116 — — 4,116 
Adjusted EBITDA$102,265 $3,789 $(11,550)$94,504 
For the Nine Months Ended September 30, 2020
Net income (loss)$(62,562)$5,059 $(42,003)$(99,506)
Less: equity earnings from unconsolidated investment— (5,200)— (5,200)
Add: total distributions from unconsolidated investment— 14,210 — 14,210 
Add: interest expense, net56 — 30,835 30,891 
Add: depreciation, depletion and amortization6,185 — — 6,185 
Add: asset impairments133,217 — — 133,217 
Adjusted EBITDA$76,896 $14,069 $(11,168)$79,797 

16

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)
Distributable Cash Flow and Free Cash Flow
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Three Months Ended September 30, 2021
Net cash provided by (used in) operating activities of continuing operations$33,968 $(36)$(3,873)$30,059 
Add: proceeds from asset sales and disposals74 — — 74 
Add: return of long-term contract receivable540 — — 540 
Distributable cash flow$34,582 $(36)$(3,873)$30,673 
Less: proceeds from asset sales and disposals(74)— — (74)
Less: acquisition costs— — — — 
Free cash flow$34,508 $(36)$(3,873)$30,599 
Net cash provided by investing activities$614 $— $— $614 
Net cash used in financing activities— — (9,592)(9,592)
For the Three Months Ended September 30, 2020
Net cash provided by (used in) operating activities of continuing operations$28,573 $(75)$(4,175)$24,323 
Add: proceeds from asset sales and disposals— — — — 
Add: return of long-term contract receivable332 — — 332 
Distributable cash flow$28,905 $(75)$(4,175)$24,655 
Less: proceeds from asset sales and disposals— — — — 
Less: acquisition costs— — — — 
Free cash flow$28,905 $(75)$(4,175)$24,655 
Net cash provided by investing activities$332 $— $— $332 
Net cash used in financing activities— — (19,910)(19,910)
For the Three Months Ended June 30, 2021
Net cash provided by (used in) operating activities of continuing operations$32,028 $(35)$(18,609)$13,384 
Add: proceeds from asset sales and disposals116 — — 116 
Add: return of long-term contract receivable541 — — 541 
Distributable cash flow$32,685 $(35)$(18,609)$14,041 
Less: proceeds from asset sales and disposals(116)— — (116)
Less: acquisition costs(1,000)— — (1,000)
Free cash flow$31,569 $(35)$(18,609)$12,925 
Net cash provided by investing activities$657 $— $— $657 
Net cash used in financing activities(1,000)— (11,900)(12,900)







17

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)
Distributable Cash Flow and Free Cash Flow
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
For the Nine Months Ended September 30, 2021
Net cash provided by (used in) operating activities of continuing operations$91,958 $3,817 $(29,132)$66,643 
Add: proceeds from asset sales and disposals249 — — 249 
Add: proceeds from sale of discontinued operations— — — — 
Add: return of long-term contract receivable1,622 — — 1,622 
Distributable cash flow$93,829 $3,817 $(29,132)$68,514 
Less: proceeds from asset sales and disposals(249)— — (249)
Less: acquisition costs(1,000)— — (1,000)
Free cash flow$92,580 $3,817 $(29,132)$67,265 
Net cash provided by investing activities$1,871 $— $— $1,871 
Net cash used in financing activities(1,132)— (48,183)(49,315)
For the Nine Months Ended September 30, 2020
Net cash provided by (used in) operating activities of continuing operations$91,082 $14,091 $(30,760)$74,413 
Add: proceeds from asset sales and disposals507 — — 507 
Add: proceeds from sale of discontinued operations— — — (66)
Add: return of long-term contract receivable1,462 — — 1,462 
Distributable cash flow$93,051 $14,091 $(30,760)$76,316 
Less: proceeds from asset sales and disposals(507)— — (507)
Less: proceeds from sale of discontinued operations— — — 66 
Less: acquisition costs(1,000)— — (1,000)
Free cash flow$91,544 $14,091 $(30,760)$74,875 
Net cash provided by investing activities$969 $— $— $969 
Net cash used in financing activities— — (58,074)(58,074)

18

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)
LTM Free Cash Flow and Cash Flow Cushion
For the Three Months Ended
(In thousands)December 31, 2020March 31, 2021June 30, 2021September 30, 2021Last 12 Months
Net cash provided by operating activities of continuing operations$13,155 $23,200 $13,384 $30,059 $79,798 
Add: proceeds from asset sales and disposals116 59 116 74 365 
Add: proceeds from sale of discontinued operations1 — — — 1 
Add: return of long-term contract receivable660 541 541 540 2,282 
Distributable cash flow$13,932 $23,800 $14,041 $30,673 $82,446 
Less: proceeds from asset sales and disposals(116)(59)(116)(74)(365)
Less: proceeds from sale of discontinued operations(1)— — — (1)
Less: acquisition costs— — (1,000)— (1,000)
Free cash flow$13,815 $23,741 $12,925 $30,599 $81,080 
Less: mandatory Opco debt repayments(20,335)(16,696)(2,365)— (39,396)
Less: preferred unit distributions(3,750)(3,806)(3,864)(3,921)(15,341)
Less: common unit distributions(5,630)(5,630)(5,672)(5,671)(22,603)
Cash flow cushion $(15,900)$(2,391)$1,024 $21,007 $3,740 

Leverage Ratio
For the Three Months Ended
(In thousands)December 31, 2020March 31, 2021June 30, 2021September 30, 2021Last 12 Months
Net income $14,687 $8,381 $15,382 $29,498 $67,948 
Less: equity earnings from unconsolidated investment(5,528)(1,973)(2,601)(6,672)(16,774)
Add: total distributions from unconsolidated investment— 3,920 — — 3,920 
Add: interest expense, net10,077 9,973 9,683 9,652 39,385 
Add: depreciation, depletion and amortization3,013 5,092 4,871 5,182 18,158 
Add: asset impairments2,668 4,043 16 57 6,784 
Adjusted EBITDA$24,917 $29,436 $27,351 $37,717 $119,421 
Debt—at September 30, 2021$458,819 
Leverage Ratio (1)
3.8 x
(1)Leverage Ratio is calculated as the outstanding principal of NRP's debt as of September 30, 2021 divided by the last twelve months' Adjusted EBITDA. Note that Adjusted EBITDA under the indenture governing NRP's 2025 parent company notes may be different than the amount shown above. However, NRP's last twelve months Leverage ratio as of September 30, 2021, was 3.8x as calculated under the indenture governing NRP's 2025 parent company notes.


19

Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
(Unaudited)
Return on Capital Employed ("ROCE")
Coal Royalty and OtherCorporate and Financing
(In thousands)Soda AshTotal
LTM Ended September 30, 2021
Net income (loss) $105,362 $16,599 $(54,013)$67,948 
Financing costs53 — 39,391 39,444 
Return$105,415 $16,599 $(14,622)$107,392 
As of September 30, 2020
Total assets $683,821 $256,834 $1,903 $942,558 
Less: total current liabilities excluding current debt, net(16,570)(22)(11,947)(28,539)
Less: total long-term liabilities excluding long-term debt, net(55,499)— (501)(56,000)
Capital employed $611,752 $256,812 $(10,545)$858,019 
Total partners' capital $611,752 $256,812 $(666,605)$201,959 
Class A convertible preferred units— — 164,587 164,587 
Debt, net— — 491,473 491,473 
Capital employed $611,752 $256,812 $(10,545)$858,019 
ROCE 17.2%6.5%N/A12.5%
Excluding asset impairments:
Return$105,415 $16,599 $(14,622)$107,392 
Add: asset impairments6,784 — — 6,784 
Return excluding asset impairments$112,199 $16,599 $(14,622)$114,176 
ROCE excluding asset impairments18.3%6.5%N/A13.3%

-end-
20