NATURAL RESOURCE PARTNERS LP
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
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Sep 30, 2024 · Filed Nov 5, 2024
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Notes to Consolidated Financial Statements
1. Basis of Presentation
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 49% interest in Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized intotwo operating segments further described in Note6. Segment Information. The Partnership’s operations are conducted through, and its operating assets are owned by, its subsidiaries. The Partnership owns its subsidiaries throughone wholly owned operating company, NRP (Operating) LLC ("Opco"). As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.
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 Rule10-01 of Regulation S-X. Accordingly, they donot 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, 2023* and notes thereto included in the Partnership's Annual Report on Form10-K, which was filed with the SEC on* March 7, 2024.Reclassifications have been made to prior year amounts in the Consolidated Financial Statements to conform with current year presentation. These reclassifications hadno* impact on previously reported total assets, total liabilities, partners' capital, net income, or cash flows from operating, investing or financing activities.
Recently Issued Accounting Standard
In* November 2023,the FASB issuedASUNo. 2023-07—Segment Reporting (Topic280)—Improvements to Reportable Segment Disclosures*("ASU2023-07"). The amendments in ASU2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. The guidance is effective for annual periods beginning after* December 15, 2023and quarterly periods beginning after December 15, 2024and will be adopted retrospectively to all prior periods presented in the financial statements. NRP doesnot* expect the adoption of ASU2023-07 to have a material effect on its Consolidated Financial Statements.
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2. Revenues from Contracts with Customers
The following table presents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Coal royalty revenues | $37,605 | $55,544 | $124,108 | $161,527 |
| Production lease minimum revenues | 437 | 850 | 1,773 | 2,025 |
| Minimum lease straight-line revenues | 4,117 | 4,464 | 12,414 | 13,414 |
| Carbon neutral initiative revenues | (39) | 681 | 4,322 | 2,914 |
| Property tax revenues | 1,809 | 1,770 | 5,246 | 4,710 |
| Wheelage revenues | 2,072 | 2,385 | 7,082 | 9,538 |
| Coal overriding royalty revenues | 227 | 827 | 2,064 | 1,165 |
| Lease amendment revenues | 1,071 | 623 | 2,485 | 2,322 |
| Aggregates royalty revenues | 662 | 736 | 2,164 | 2,175 |
| Oil and gas royalty revenues | 1,317 | 324 | 6,956 | 5,126 |
| Other revenues | 1,127 | 329 | 1,956 | 895 |
| Royalty and other mineral rights revenues | $50,405 | $68,533 | $170,570 | $205,811 |
| Transportation and processing services revenues | 1,248 | 3,964 | 6,169 | 9,538 |
| Total Mineral Rights segment revenues from contracts with customers | $51,653 | $72,497 | $176,739 | $215,349 |
The following table details the Partnership's Mineral Rights segment receivables and liabilities resulting from contracts with customers:
| September 30, | December 31, | |
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Contract Assets | ||
| Accounts receivable, net | $32,878 | $37,206 |
| Other current assets, net (1) | 1,047 | 429 |
| Other long-term assets, net (2) | 1,725 | — |
| Contract liabilities | ||
| Accounts payable (3) | $114 | $— |
| Current portion of deferred revenue | 5,823 | 4,599 |
| Deferred revenue | 53,912 | 38,356 |
| (1) | Other current assets, net includes short-term notes receivables from contracts with customers. |
| (2) | Other long-term assets, net includes amounts prepaid by NRP related to override agreements from contracts with customers as well as long-term lease amendment fee receivables from contracts with customers. |
| (3) | Accounts payable include override payments owed by NRP from contracts with customers. |
The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:
| For the Nine Months Ended September 30, | ||
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Balance at beginning of period (current and non-current) | $42,955 | $46,437 |
| Increase due to minimums and lease amendment fees | 28,319 | 11,525 |
| Recognition of previously deferred revenue | (11,539) | (16,487) |
| Balance at end of period (current and non-current) | $59,735 | $41,475 |
The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of* September 30, 2024* (in thousands):
| Lease Term (1) | Weighted Average Remaining Years | Annual Minimum Payments |
|---|---|---|
| 0 - 5 years | 1.9 | $14,949 |
| 5 - 10 years | 5.5 | 18,222 |
| 10+ years | 11.3 | 25,779 |
| Total | 7.1 | $58,950 |
| (1) | Lease term does not include renewal periods. |
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3. Class A Convertible Preferred Units and Warrants
On* March 2, 2017,NRP issued $250 million of Class A Convertible Preferred Units representing limited partner interests in NRP (the "preferred units") to certain entities controlled by funds affiliated with The Blackstone Group Inc. (collectively referred to as "Blackstone") and certain affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree") (together the "preferred purchasers") pursuant to a Preferred Unit and Warrant Purchase Agreement. NRP issued 250,000 preferred units to the preferred purchasers at a price of $1,000 per preferred unit (the "per unit purchase price"), less a 2.5% structuring and origination fee. The preferred units entitle the preferred purchasers to receive cumulative distributions at a rate of 12% of the purchase price per year, up toone* half of which NRP* maypay in additional preferred units (such additional preferred units, the "PIK units"). The preferred units have a perpetual term, unless converted or redeemed as described below. However, in2024* all remaining preferred units were redeemed andnone of the Partnership's preferred units remain outstanding.
NRP also issuedtwo tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $22.81 and warrants to purchase 2.25 million common units with a strike price of $34.00). The warrants* maybe exercised by the holders thereof at any time before theeighth* anniversary of the closing date. Upon exercise of the warrants, NRP* may,at its option, elect to settle the warrants in common units or cash, each on a net basis. However, in2024* all remaining warrants were settled andnone of the Partnership's warrants remain outstanding.
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
During thethree months ended* September 30, 2024,the Partnership redeemed the remaining 31,666 preferred units for $31.7 million in cash. During thenine* months ended* September 30, 2024,the Partnership redeemed a total of 71,666 preferred units for $71.7 million in cash. During thenine* months ended* September 30, 2023,the Partnership redeemed a total of 178,334 preferred units for $178.3 million in cash. Of the originally issued 250,000 preferred units, no preferred units remain outstanding as of September 30, 2024and 71,666 preferred units remained outstanding as of December 31, 2023.The preferred units had a $47.2 million carrying value included in class A convertible preferred units on the Partnership's Consolidated Balance Sheets at December 31, 2023*.
Warrants
During thenine months ended* September**30,* 2024, the Partnership settled a total of 1,540,000 warrants to purchase common units with a strike price of $34.00. On* January 29, 2024 (the "January 2024exercise date"), holders of the Partnership's warrants exercised 462,165 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $10.0 million in cash and 198,767 common units. The15*-day VWAP ending on the business day prior to the* January 2024exercise date was $97.62. On February 7,2024 (the "February 7, 2024exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $8.0 million in cash. The15*-day VWAP ending on the business day prior to the* February 7, 2024exercise date was $96.29. On February 8, 2024 (the "February 8, 2024exercise date"), holders of the Partnership's warrants exercised 128,750 warrants at a strike price of $34.00. The15*-day VWAP ending on the business day prior to the* February 8, 2024exercise date was $95.63. The Partnership settled these warrants on a net basis with $7.9 million in cash. On February 14,2024 (the "February 14, 2024exercise date"), holders of the Partnership's warrants exercised 500,000 warrants at a strike price of $34.00. The15*-day VWAP ending on the business day prior to the* February 14, 2024exercise date was $93.47. The Partnership settled these warrants on a net basis with $29.7 million in cash. In April 2024 (the "April 2024exercise date"), holders of the Partnership's warrants exercised 320,335 warrants at a strike price of $34.00. The Partnership settled the warrants on a net basis with $10.0 million in cash and 89,059 common units. The15*-day VWAP ending on the business day prior to the* April 2024*exercise date was $90.33.
On* September 18, 2023,*the Partnership negotiated a transaction with holders of the Partnership's warrants pursuant to which the Partnership 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.
Of the originally issued 4,000,000 warrants, no warrants remain outstanding as of* September**30,* 2024 and 1,540,000 warrants to purchase common units with a strike price of $34.00 were outstanding as of* December 31, 2023*. These warrants had a carrying value of $23.1 million included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at* December 31, 2023*.
Embedded Features
Certain embedded features within the preferred unit and warrant purchase agreement were accounted for at fair value and were remeasured each quarter. See Note10. Fair Value Measurements for further information regarding valuation of these embedded derivatives.
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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 2% of such distributions.
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 $0.7 million and $2.9 million during thethree months ended* September 30, 2024and2023,* respectively, and $4.2 million and $14.6 million during thenine months ended* September 30, 2024and2023*, respectively, as a result of accumulated preferred unit distributions earned during the period. Income available to common unitholders and the general partner is also reduced by the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units. As such, NRP reduced net income available to common unitholders and the general partner by $10.8 million and $24.5 million during thethree andnine months ended* September**30,* 2024, and $17.1 million and $60.9 million during thethree andnine months ended* September 30, 2023*, respectively.
The following table shows the cash distributions declared and paid to common and preferred unitholders during thenine months ended* September 30, 2024and2023*, 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) |
| February | October 1 - December 31, 2023 | $0.75 | $9,918 | $30.00 | $2,150 |
| March (2) | Special Distribution | 2.44 | 32,268 | — | — |
| May | January 1 - March 31, 2024 | 0.75 | 9,987 | 30.00 | 2,150 |
| May (3) | April 1 - May 8, 2024 | — | — | 12.33 | 493 |
| August | April 1 - June 30, 2024 | 0.75 | 9,986 | 30.00 | 950 |
| September (4) | July 1 - September 3, 2024 | — | — | 20.68 | 655 |
| February | October 1 - December 31, 2022 | $0.75 | $9,571 | $30.00 | $7,500 |
| February (5) | January 1 - February 8, 2023 | — | — | 12.33 | 586 |
| March (6) | Special Distribution | 2.43 | 31,329 | — | — |
| May | January 1 - March 31, 2023 | 0.75 | 9,669 | 30.00 | 6,075 |
| May (7) | April 1 - May 5, 2023 | — | — | 11.33 | 406 |
| June (8) | April 1 - June 2, 2023 | — | — | 20.33 | 915 |
| August | April 1 - June 30, 2023 | 0.75 | 9,669 | 30.00 | 3,650 |
| August (9) | July 1 - August 8, 2023 | — | — | 12.33 | 432 |
| September (10) | July 1 - September 12, 2023 | — | — | 23.67 | 355 |
| (1) | Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest. |
| (2) | Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2023. |
| (3) | Relates to accrued distribution paid upon the redemption of 40,000 preferred units in May 2024. |
| (4) | Related to accrued distribution paid upon the redemption of 31,666 preferred units in September 2024. |
| (5) | Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023. |
| (6) | Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2022. |
| (7) | Relates to accrued distribution paid upon the redemption of 35,834 preferred units in May 2023. |
| (8) | Relates to accrued distribution paid upon redemption of 45,000 preferred units in June 2023. |
| (9) | Related to accrued distribution paid upon redemption of 35,000 preferred units in August 2023. |
| (10) | Related to accrued distribution paid upon the redemption of 15,001 preferred units in September 2023. |
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5. Net Income Per Common Unit
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 thenine months ended* September30,* 2024 and thethree andnine months ended* September30,* 2023 includes the assumed conversion of the remaining preferred units during the period. The calculation of diluted net income per common unit for thethree months ended* September30,* 2024 doesnot include the assumed conversion of any remaining preferred units as all preferred units were redeemed as of* September 30, 2024.The calculation of diluted net income per common units for thethree* andnine months ended* September30,* 2024 and2023 doesnot include the assumed conversion of the preferred units that were redeemed during the periods as the inclusion of these units would be anti-dilutive.
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 thenine months ended* September 30, 2024includes the net settlement of the warrants for the period during which they were outstanding. The dilutive effect of the warrants wasnot* factored into the calculation of diluted net income per common unit for thethree months ended* September 30, 2024as these were fully settled as of June 30, 2024.The calculation of diluted net income per common unit for thethree* andnine months ended* September 30, 2023* includes the net settlement of the warrants for the period during which they were outstanding.
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) | 2024 | 2023 | 2024 | 2023 |
| Basic net income per common unit | ||||
| Net income attributable to common unitholders | $26,578 | $42,951 | $109,896 | $135,199 |
| Weighted average common units—basic | 13,049 | 12,635 | 12,971 | 12,613 |
| Basic net income per common unit | $2.04 | $3.40 | $8.47 | $10.72 |
| Diluted net income per common unit | ||||
| Weighted average common units—basic | 13,049 | 12,635 | 12,971 | 12,613 |
| Plus: dilutive effect of preferred units | — | 1,104 | 375 | 2,434 |
| Plus: dilutive effect of warrants | — | 1,492 | 186 | 1,296 |
| Plus: dilutive effect of unvested unit-based awards | 222 | 240 | 229 | 190 |
| Weighted average common units—diluted | 13,271 | 15,471 | 13,761 | 16,533 |
| Net income | $38,595 | $63,846 | $140,872 | $213,455 |
| Less: income attributable to preferred unitholders | (655) | (786) | (1,148) | (2,693) |
| Less: redemption of preferred units | (10,819) | (17,083) | (24,485) | (60,929) |
| Diluted net income attributable to common unitholders and the general partner | $27,121 | $45,977 | $115,239 | $149,833 |
| Less: diluted net income attributable to the general partner | (543) | (920) | (2,305) | (2,997) |
| Diluted net income attributable to common unitholders | $26,578 | $45,057 | $112,934 | $146,836 |
| Diluted net income per common unit | $2.00 | $2.91 | $8.21 | $8.88 |
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6. Segment Information
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 followingtwo operating segments:
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 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally to the glass and chemicals industries.
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 donot earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activitynot 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 |
| Revenues | $52,217 | $— | $— | $52,217 |
| Equity in earnings of Sisecam Wyoming | — | 8,109 | — | 8,109 |
| Gain on asset sales and disposals | 1 | — | — | 1 |
| Operating and maintenance expenses | 6,762 | 24 | — | 6,786 |
| Depreciation, depletion and amortization | 4,725 | — | 5 | 4,730 |
| General and administrative expenses | — | — | 5,935 | 5,935 |
| Asset impairments | 87 | — | — | 87 |
| Interest expense, net | — | — | 4,194 | 4,194 |
| Net income (loss) | 40,644 | 8,085 | (10,134) | 38,595 |
| Revenues | $73,112 | $— | $— | $73,112 |
| Equity in earnings of Sisecam Wyoming | — | 12,401 | — | 12,401 |
| Gain on asset sales and disposals | 854 | — | — | 854 |
| Operating and maintenance expenses | 8,305 | 53 | — | 8,358 |
| Depreciation, depletion and amortization | 4,589 | — | 5 | 4,594 |
| General and administrative expenses | — | — | 5,669 | 5,669 |
| Asset impairments | 63 | — | — | 63 |
| Interest expense, net | — | — | 3,837 | 3,837 |
| Net income (loss) | 61,009 | 12,348 | (9,511) | 63,846 |
| Revenues | $180,268 | $— | $— | $180,268 |
| Equity in earnings of Sisecam Wyoming | — | 17,204 | — | 17,204 |
| Gain on asset sales and disposals | 4,809 | — | — | 4,809 |
| Operating and maintenance expenses | 18,279 | 112 | — | 18,391 |
| Depreciation, depletion and amortization | 12,694 | — | 14 | 12,708 |
| General and administrative expenses | — | — | 18,193 | 18,193 |
| Asset impairments | 87 | — | — | 87 |
| Interest expense, net | — | — | 12,030 | 12,030 |
| Net income (loss) | 154,017 | 17,092 | (30,237) | 140,872 |
| Revenues | $217,258 | $— | $— | $217,258 |
| Equity in earnings of Sisecam Wyoming | — | 58,633 | — | 58,633 |
| Gain on asset sales and disposals | 955 | — | — | 955 |
| Operating and maintenance expenses | 23,226 | 225 | — | 23,451 |
| Depreciation, depletion and amortization | 12,455 | — | 14 | 12,469 |
| General and administrative expenses | — | — | 17,157 | 17,157 |
| Asset impairments | 132 | — | — | 132 |
| Interest expense, net | — | — | 10,182 | 10,182 |
| Net income (loss) | 182,400 | 58,408 | (27,353) | 213,455 |
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7. Equity Investment
The Partnership accounts for its 49% investment in Sisecam Wyoming using the equity method of accounting. Activity related to this investment is as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Balance at beginning of period | $265,935 | $290,900 | $276,549 | $306,470 |
| Income allocation to NRP’s equity interests (1) | 9,315 | 13,608 | 20,718 | 62,184 |
| Amortization of basis difference | (1,206) | (1,207) | (3,513) | (3,551) |
| Other comprehensive income (loss) | 82 | 2,200 | 2,166 | (16,472) |
| Distributions | (6,320) | (23,010) | (28,114) | (66,140) |
| Balance at end of period | $267,806 | $282,491 | $267,806 | $282,491 |
| (1) | Amounts reclassified into income out of accumulated other comprehensive loss were $1.5 million and $0.9 million for the three months ended September 30, 2024 and 2023, respectively and $4.5 million and $(17.4) million for the nine months ended September 30, 2024 and 2023, respectively. |
The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for thethree andnine months ended* September 30, 2024and2023*:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Net sales | $160,975 | $180,232 | $438,385 | $588,725 |
| Gross profit | 25,976 | 34,454 | 64,584 | 148,063 |
| Net income | 19,009 | 27,772 | 42,281 | 126,906 |
8. Mineral Rights, Net
The Partnership’s mineral rights consist of the following:
| September 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| (In thousands) | Carrying Value | Accumulated Depletion | Net Book Value | Carrying Value | Accumulated Depletion | Net Book Value |
| Coal properties | $660,961 | $(296,781) | $364,180 | $661,256 | $(285,470) | $375,786 |
| Aggregates properties | 8,655 | (4,003) | 4,652 | 8,655 | (3,761) | 4,894 |
| Oil and gas royalty properties | 12,354 | (10,443) | 1,911 | 12,354 | (10,082) | 2,272 |
| Other | 13,143 | (1,612) | 11,531 | 13,143 | (1,612) | 11,531 |
| Total mineral rights, net | $695,113 | $(312,839) | $382,274 | $695,408 | $(300,925) | $394,483 |
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 $4.7 million and $4.1 million for thethree months ended* September 30, 2024* and2023, respectively and $12.1 million and $11.6 million for thenine months ended* September**30,* 2024 and2023, respectively.
During thenine months ended* September**30,* 2024, the Partnership recorded a gain $4.8 million, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income primarily related to a coal property condemnation in thesecond quarter of2024. During thethree andnine months ended* September 30, 2023,*the Partnership had $0.9 million and $1.0 million, respectively, included in gains on asset sales and disposals on the Consolidated Statements of Comprehensive Income.
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 arenot 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 expense during thethree andnine months ended* September 30, 2024* and2023.
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9. Debt, Net
The Partnership's debt consists of the following:
| September 30, | December 31, | |
|---|---|---|
| (In thousands) | 2024 | 2023 |
| Opco Credit Facility | $154,684 | $95,834 |
| Opco Senior Notes | ||
| 5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 | $— | $12,685 |
| 8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 | — | 4,012 |
| 5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 | 34,262 | 34,262 |
| 5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 | 8,732 | 8,732 |
| Total Opco Senior Notes | $42,994 | $59,691 |
| Total debt at face value | $197,678 | $155,525 |
| Net unamortized debt issuance costs | (315) | (467) |
| Total debt, net | $197,363 | $155,058 |
| Less: current portion of long-term debt | (14,226) | (30,785) |
| Total long-term debt, net | $183,137 | $124,273 |
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, 2024* and* December 31, 2023*, 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 $130.0 million to $155.0 million, with the ability to expand such commitments to $200.0 million with the addition of future commitments. In February 2024,*the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $30.0 million. The Sixth Amendment also included modifications to Opco’s ability to declare and make certain restricted payments. The Opco Credit Facility contains financial covenants requiring Opco to maintain:
| • | A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x As of September 30, 2024, this ratio was 0.8x; 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 3.5 to 1.0. As of September 30, 2024, this ratio was 14.2x. |
As of* December 31, 2023,the Partnership had $95.8 million in borrowings outstanding under the Opco Credit Facility and $59.2 million of available borrowing capacity. During thenine* months ended* September 30, 2024*, the Partnership borrowed $152.9 million and repaid $94.0 million, resulting in $154.7 million in borrowings outstanding under the Opco Credit Facility and $45.3 million of available borrowing capacity as of* September 30, 2024*. During thenine months ended* September 30, 2023*, the Partnership borrowed $215.0 million and repaid $157.0 million on the Opco Credit Facility. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for thethree andnine months ended* September 30, 2024was 8.91% and 8.92%, respectively. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for thethree* andnine months ended* September 30, 2023*was 8.85% and 8.61%, respectively.
The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $305.3 million and $316.3 million classified as mineral rights, net and other long-term assets, net and $24.2 million and $26.3 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of* September 30, 2024* and* December 31, 2023*, respectively.
Opco Senior Notes
Opco issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of* September30,* 2024, only the5.03% and5.18% Opco Senior Notes, both due* December 2026,remain outstanding. These Opco Senior Notes have principal due annually in Decemberand interest due semi-annually in Juneand December.As of September 30, 2024* and* December 31, 2023*, the Opco Senior Notes had cumulative principal balances of $43.0 million and $59.7 million, respectively. Opco made mandatory principal payments of $16.7 and $19.1 million during thenine months ended* September30,* 2024 and2023, respectively.
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10. Fair Value Measurements
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, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Fair Value | Carrying | Estimated | Carrying | Estimated | |
| (In thousands) | Hierarchy Level | Value | Fair Value | Value | Fair Value |
| Debt: | |||||
| Opco Senior Notes (1) | 3 | $42,679 | $40,992 | $59,224 | $56,533 |
| Opco Credit Facility (2) | 3 | 154,684 | 154,684 | 95,834 | 95,384 |
| Assets: | |||||
| Contract receivable, net (current and long-term) (3) | 3 | $26,997 | $23,223 | $28,946 | $24,492 |
| (1) | The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. |
| (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 15% at September 30, 2024 and December 31, 2023. |
NRP had embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that were accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level3 valuation of the embedded derivatives were based on numerous factors including the likelihood of the event occurring. The embedded derivatives were 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 hadzero value as of* December 31, 2023*. As a result of the redemption of all of the Partnership's remaining preferred units in* September 2024,NRPno longer has embedded derivatives associated with preferred units as of September 30, 2024.*
11. Related Party Transactions
Affiliates of our General Partner
The Partnership’s general partner doesnot 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, and other related parties, 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.
Related party general and administrative expenses included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Operating and maintenance expenses | $2,014 | $1,663 | $5,483 | $5,094 |
| General and administrative expenses | 1,296 | 1,287 | 4,117 | 3,860 |
The Partnership had accounts payable to related parties of $0.6 million on its Consolidated Balance Sheets at both* September 30, 2024* and* December 31, 2023*. The Partnership had other current assets of$0.1 million on its Consolidated Balance Sheets related to a related party prepaid expense at both* September 30, 2024and December 31, 2023.*
As a result of its office lease with WPPLP, the Partnership has a right-of-use asset and lease liability of $3.4 million and $3.5 million included inother long-term assets, net andother non-current liabilities, respectively on its Consolidated Balance Sheets at* September 30, 2024* and* December 31, 2023*, respectively.
During thethree months ended* September 30, 2024and2023*, the Partnership reco gnized $0.01 million and $1.1 million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. These amounts were $0.05 million and $5.1 million during thenine months ended* September30,* 2024 and2023, respectively. At* September30,* 2024 and* December 31, 2023*the Partnership had $0.5 million and $0.0 million, respectively, of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.
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12. Major Customers
Revenues from customers that exceeded10 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, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| (In thousands) | Revenues | Percent | Revenues | Percent | Revenues | Percent | Revenues | Percent |
| Alpha Metallurgical Resources, Inc. (1) | $14,556 | 28% | $17,219 | 20% | $53,345 | 30% | $61,122 | 22% |
| Foresight Energy Resources LLC ("Foresight") (1) | $7,421 | 14% | $18,600 | 22% | $30,003 | 17% | $43,453 | 16% |
| Alabama Kanu Holdings, LLC (1) (2) | $7,143 | 14% | $8,892 | 10% | $21,344 | 12% | $24,962 | 9% |
| (1) | Revenues from Alpha Metallurgical Resources, Inc., Foresight and Alabama Kanu Holdings, LLC are included within the Partnership's Mineral Rights segment. |
| (2) | Alabama Kanu Holdings, LLC purchased Hatfield Metallurgical Holdings, LLC in August 2024. |
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 willnot have a material effect on the Partnership’s financial position, liquidity or operations.
14. Unit-Based Compensation
During thenine months ended* September30,* 2024 and2023, the Partnership granted service, performance and market-based awards under its2017 Long-Term Incentive Plan. 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 the awards granted duringnine months ended* September 30, 2024* and2023 was $6.7 million and $16.0 million, respectively, which included a grant date fair value of $2.5 and $2.8 million for the market-based awards valued using a Monte Carlo simulation during thenine months ended* September 30, 2024* and2023, respectively. Total unit-based compensation expense associated with these awards was $3.0 million and $2.7 million for thethree months ended* September 30, 2024* and2023, respectively, and $8.9 million and $7.9 million for thenine months ended* September30,* 2024 and2023, respectfully, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. The unamortized cost associated with unvested outstanding awards as of* September 30, 2024* was $12.4 million, which will be recognized over a weighted average period of 1.6 years. The unamortized cost associated with unvested outstanding awards as of* December 31, 2023* was $13.3 million.
A summary of the unit activity in the outstanding grants during2024 is as follows:
| (In thousands) | Common Units | Weighted Average Grant Date Fair Value per Common Unit |
|---|---|---|
| Outstanding at January 1, 2024 | 483 | $46.21 |
| Granted | 65 | $103.50 |
| Fully vested and issued | (197) | $38.76 |
| Forfeitures | (1) | $90.70 |
| Outstanding at September 30, 2024 | 350 | $60.81 |
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15. Financing Transaction
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 in2032 with renewal options for up to 80 additional years. Minimum payments are*$5.0* million per year through the end of the current lease term. The Partnership is also entitled to variable payments in the form of throughput fees based on the amount of coal transported and processed utilizing the Partnership's assets. In the event the Sugar Camp lease is renewed beyond2032, payments become a fixedten thousand dollars per year for the remainder of the renewed term.
16. Credit Losses
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 arenot 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, 2024* and* December 31, 2023*, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
| September 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| (In thousands) | Gross | CECL Allowance | Net | Gross | CECL Allowance | Net |
| Receivables | $44,356 | $(5,583) | $38,773 | $47,170 | $(5,655) | $41,515 |
| Long-term contract receivable | 25,081 | (869) | 24,212 | 27,265 | (944) | 26,321 |
| Total | $69,437 | $(6,452) | $62,985 | $74,435 | $(6,599) | $67,836 |
NRP recorded $0.7 million and $1.6 million of operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during thethree months ended* September 30, 2024* and2023, respectively, and a reversal of $0.1 million and $0.8 million of operating and maintenance expenses during thenine months ended* September 30, 2024and2023,* respectively. The Partnership charged an additional $0.4 million and $0.7 million in bad debt expense towards the allowance for doubtful accounts during thethree andnine months ended* September**30,* 2024, respectively.
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.
17. Subsequent Events
The following represents material events that have occurred subsequent to* September 30, 2024* through the time of the Partnership’s filing of its Quarterly Report on Form10-Q with the SEC:
Opco Credit Facility Amendment
In* October 2024,NRP entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027to October 2029.The Seventh Amendment also removed reference to the preferred units and warrants, which areno* longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.
Common Unit and Preferred Unit Distributions
In* November 2024,the Board of Directors declared a distribution of $0.75 per common unit with respect to thethird* quarter of2024.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.