Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 973K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
12: R1 Cover HTML 73K
13: R2 Consolidated Balance Sheets HTML 134K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 34K
15: R4 Consolidated Statements of Comprehensive Income HTML 97K
16: R5 Consolidated Statements of Partners' Capital HTML 134K
17: R6 Consolidated Statements of Cash Flows HTML 131K
18: R7 Basis of Presentation HTML 25K
19: R8 Revenue from Contracts with Customers HTML 88K
20: R9 Common and Preferred Unit Distributions HTML 45K
21: R10 Net Income Per Common Unit HTML 78K
22: R11 Segment Information HTML 101K
23: R12 Equity Investment HTML 47K
24: R13 Mineral Rights, Net HTML 45K
25: R14 Debt, Net HTML 57K
26: R15 Fair Value Measurements HTML 45K
27: R16 Related Party Transactions HTML 34K
28: R17 Major Customers HTML 39K
29: R18 Commitments and Contingencies HTML 24K
30: R19 Unit-Based Compensation HTML 31K
31: R20 Credit Losses HTML 42K
32: R21 Financing Transaction HTML 24K
33: R22 Subsequent Events HTML 24K
34: R23 Basis of Presentation (Policies) HTML 24K
35: R24 Revenue from Contracts with Customers (Tables) HTML 91K
36: R25 Common and Preferred Unit Distributions (Tables) HTML 42K
37: R26 Net Income Per Common Unit (Tables) HTML 75K
38: R27 Segment Information (Tables) HTML 95K
39: R28 Equity Investment (Tables) HTML 47K
40: R29 Mineral Rights, Net (Tables) HTML 42K
41: R30 Debt, Net (Tables) HTML 47K
42: R31 Fair Value Measurements (Tables) HTML 42K
43: R32 Related Party Transactions (Tables) HTML 30K
44: R33 Major Customers (Tables) HTML 40K
45: R34 Unit-Based Compensation (Tables) HTML 31K
46: R35 Credit Losses (Tables) HTML 37K
47: R36 Basis of Presentation - Narrative (Details) HTML 27K
48: R37 Revenue from Contracts with Customers - Schedule HTML 67K
of Partnerships' Coal Royalty and Other Segment
Revenues from Contracts with Customers (Details)
49: R38 Revenue from Contracts with Customers - Schedule HTML 33K
of Receivables and Liabilities from Contracts with
Customers (Details)
50: R39 Revenue from Contracts with Customers Revenue HTML 27K
Recognition Deferred Revenue Rollforward (Details)
51: R40 Revenue from Contracts with Customers - Schedule HTML 41K
of Annual Minimums by Current Remaining Contract
Term (Details)
52: R41 Common and Preferred Unit Distributions Narrative HTML 32K
(Details)
53: R42 Common and Preferred Unit Distributions HTML 52K
Distributions declared and paid (Details)
54: R43 Net Income Per Common Unit (Details) HTML 88K
55: R44 Segment Information - Additional Information HTML 27K
(Details)
56: R45 Segment Information - Schedule of Segment HTML 70K
Reporting Information, by Segment (Details)
57: R46 Equity Investment - Additional Information HTML 24K
(Detail)
58: R47 Equity Investment Summary of Activity in Equity HTML 38K
Method Investment (Details)
59: R48 Equity Investment - Schedule of Summarized HTML 55K
Financial Information of Unaudited Financial
Statements (Detail)
60: R49 Mineral Rights, Net - Mineral Rights (Detail) HTML 45K
61: R50 Mineral Rights, Net - Additional Information HTML 31K
(Detail)
62: R51 Debt, Net - Debt (Detail) HTML 67K
63: R52 Debt, Net - Additional Information (Detail) HTML 78K
64: R53 Fair Value Measurements - Contracts Receivable and HTML 46K
Debt (Detail)
65: R54 Fair Value Measurements - Embedded Derivatives HTML 22K
(Detail)
66: R55 Related Party Transactions - Narrative (Details) HTML 35K
67: R56 Related Party Transactions - Summary of HTML 37K
Reimbursements (Details)
68: R57 Major Customers (Detail) HTML 42K
69: R58 Unit-Based Compensation (Details) HTML 34K
70: R59 Unit-Based Compensation Summary of unit based HTML 42K
activity (Details)
71: R60 Credit Losses (Details) HTML 47K
72: R61 Financing Transaction (Details) HTML 29K
73: R62 Subsequent Events - Additional Information HTML 31K
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(Exact name of registrant as specified in its charter)
iDelaware
i35-2164875
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i1201 Louisiana Street, Suite 3400
iHouston,
iTexasi77002
(Address of principal executive offices)
(Zip Code)
(i713)
i751-7507
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Units representing limited partner interests
iNRP
iNew
York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). iYes☒ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☐
iAccelerated
Filer
☒
Non-accelerated Filer
☐ (Do not check if a smaller reporting company)
Smaller Reporting Company
i☒
Emerging
Growth Company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class A Convertible Preferred Units (ii261,420/
and ii253,750/ units issued and outstanding at June
30, 2021 and December 31, 2020, respectively, at $ii1,000/
par value per unit; liquidation preference of $i1,850 per unit at June 30, 2021 and $i1,700
per unit at December 31, 2020)
$
i176,006
$
i168,337
Partners’
capital
Common unitholders’ interest (ii12,351,306/
and ii12,261,199/
units issued and outstanding at June 30, 2021 and December 31, 2020, respectively)
$
i134,836
$
i136,927
General
partner’s interest
i434
i459
Warrant
holders’ interest
i66,816
i66,816
Accumulated
other comprehensive income
i3,587
i322
Total
partners’ capital
$
i205,673
$
i204,524
Total
liabilities and partners' capital
$
i910,205
$
i921,877
The
accompanying notes are an integral part of these consolidated financial statements.
(1)Net
income includes $i7.7 million of income attributable to preferred unitholders that accumulated during the period, of which $i7.6
million is allocated to the common unitholders and $i0.2 million is allocated to the general partner.
(2)Net income includes $i7.8
million of income attributable to preferred unitholders that accumulated during the period, of which $i7.7 million is allocated to the common unitholders and $i0.2
million is allocated to the general partner.
The accompanying notes are an integral part of these consolidated financial statements.
(1)Net
income includes $i7.5 million of income attributable to preferred unitholders that accumulated during the period, of which $i7.4
million is allocated to the common unitholders and $i0.2 million is allocated to the general partner.
(2)Net loss includes $i7.6
million of income attributable to preferred unitholders that accumulated during the period, of which $i7.5 million is allocated to the common unitholders and $i0.2
million is allocated to the general partner.
The accompanying notes are an integral part of these consolidated financial statements.
Natural Resource Partners L.P. (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 i49% interest in Ciner Wyoming LLC ("Ciner Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into itwo
operating segments further described in Note 5. Segment Information. 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.
i
Principles of Consolidation and Reporting
The
accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2020 and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on March 15, 2021. Certain reclassifications have been made to prior year amounts in the Notes to Consolidated Financial Statements to conform with current year presentation. These reclassifications had no impact on previously reported total assets, total
liabilities, partners' capital, net income (loss) or cash flows from operating, investing or financing activities.
The
following table presents the Partnership's Coal Royalty and Other segment revenues by major source:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
(In
thousands)
2021
2020
2021
2020
Coal royalty revenues (1)
$
i18,298
$
i10,847
$
i33,663
$
i29,949
Production
lease minimum revenues (1)
i3,556
i8,485
i7,006
i9,287
Minimum
lease straight-line revenues (1)
i4,869
i4,987
i10,965
i8,796
Property
tax revenues
i1,587
i761
i3,056
i2,360
Wheelage
revenues
i1,844
i1,584
i3,625
i3,788
Coal
overriding royalty revenues
i976
i683
i2,835
i2,005
Lease
amendment revenues
i772
i890
i1,640
i1,733
Aggregates
royalty revenues
i456
i271
i910
i847
Oil
and gas royalty revenues
i900
i2,742
i2,266
i3,845
Other
revenues
i353
i416
i572
i489
Coal
royalty and other revenues
$
i33,611
$
i31,666
$
i66,538
$
i63,099
Transportation
and processing services revenues (2)
i2,182
i1,938
i4,374
i4,447
Total
coal royalty and other segment revenues
$
i35,793
$
i33,604
$
i70,912
$
i67,546
(1)Beginning
April 1, 2020 and effective January 1, 2020, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications to certain leases that fixed consideration paid to the Partnership over a two year period.
/
(2)Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $i1.2
million and $i1.3 million for the three months ended June 30, 2021 and 2020, respectively, and $ii2.5/ million
for the six months ended June 30, 2021 and 2020. The remaining transportation and processing services revenues of $i0.9 million and $i0.7 million
for the three months ended June 30, 2021 and 2020, respectively, and $i1.9 million and $i2.0 million
for the six months ended June 30, 2021 and 2020, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance. See Note 14. Financing Transaction for more information.
(1)Other
current assets, net includes short-term notes receivables from contracts with customers.
(2)Other long-term assets, net includes long-term lease amendment fee receivables from contracts with customers.
/i
The
following table shows the activity related to the Partnership's Coal Royalty and Other segment deferred revenue:
For the Six Months Ended June 30,
(In thousands)
2021
2020
Balance
at beginning of period (current and non-current)
$
i61,554
$
i51,821
Increase
due to minimums and lease amendment fees
i7,938
i42,611
Recognition
of previously deferred revenue
(i7,406)
(i32,144)
Balance
at end of period (current and non-current)
$
i62,086
$
i62,288
/
i
The
Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty leases are as follows as of June 30, 2021 (in thousands):
Lease Term (1)
Weighted Average Remaining Years
Annual Minimum Payments (2)
0
- 5 years
i4.6
$
i14,497
5
- 10 years
i4.9
i8,128
10+
years
i14.0
i28,463
Total
i9.4
$
i51,088
(1)Lease
term does not include renewal periods.
/
(2)Annual minimum payments do not include $i9.7 million of the $i20.0 million
of fixed consideration owed to NRP for the remainder of 2021 resulting from contract modifications entered into during the second quarter of 2020. Additionally, $i2.5 million of this remaining $i9.7 million
relates to a coal infrastructure lease that is accounted for as a financing transaction. See Note 14. Financing Transaction for more information.
3. iCommon 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 i2%
of such distributions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
Income (loss) available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period. NRP reduced net income (loss) available to common unitholders and the general partner by $i7.8
million and $i7.6 million during the three months ended June 30, 2021 and 2020, respectively, and $i15.6
million and $i15.1 million during the six months ended June 30, 2021 and 2020, respectively, as a result of accumulated preferred unit distributions earned during the period. In May 2021, the Partnership paid in kind one-half of the preferred unit distribution related to the three
months ended March 31, 2021, which resulted in the issuance of an additional i3,863 preferred units during the three months ended June 30, 2021. In February 2021, the Partnership paid in kind one-half of the preferred unit distribution related to the three months ended December 31, 2020, which resulted in the issuance of an additional i3,806
preferred units during the three months ended March 31, 2021. In May 2020, the Partnership paid in kind one-half of the preferred unit distribution related to the three months ended March 31, 2020, and then redeemed all of these outstanding paid in kind preferred units on June 30, 2020.
i
The following table shows the cash distributions declared
and paid to common and preferred unitholders during the six months ended June 30, 2021 and 2020, respectively:
(1)Totals
include the amount paid to NRP's general partner in accordance with the general partner's i2% general partner interest.
/
4. iNet
Income (Loss) Per Common Unit
Basic net income (loss) per common unit is computed by dividing net income (loss), after considering income attributable to preferred unitholders and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income (loss) 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 (loss) per unit calculation for the period being presented. Distributions declared in the period and undeclared distributions on the
preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The calculation of diluted net income per common unit for the three months ended June 30, 2021 includes the assumed conversion of the preferred units. The calculation of diluted net income (loss) per common unit for the six months ended June 30, 2021 and the three and six months ended June 30, 2020 does not include the assumed conversion of the preferred units because the impact would have been 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 (loss) per common unit for the three and six months ended June 30, 2021 and 2020 does not include the net settlement of warrants to purchase iiii1.75///
million common units at a strike price of $ii22.81/
or the net settlement of warrants to purchase iiii2.25///
million common units with a strike price of $ii34.00/
because the impact would have been anti-dilutive.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
i
The
following tables reconcile the numerator and denominator of the basic and diluted net income (loss) per common unit computations and calculates basic and diluted net income (loss) per common unit:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
(In
thousands, except per unit data)
2021
2020
2021
2020
Allocation of net income (loss)
Net
income (loss)
$
i15,382
$
(i125,501)
$
i23,763
$
(i106,722)
Less:
income attributable to preferred unitholders
(i7,842)
(i7,613)
(i15,569)
(i15,113)
Net
income (loss) attributable to common unitholders and the general partner
$
i7,540
$
(i133,114)
$
i8,194
$
(i121,835)
Add
(less): net loss (income) attributable to the general partner
(i151)
i2,662
(i164)
i2,437
Net
income (loss) attributable to common unitholders
$
i7,389
$
(i130,452)
$
i8,030
$
(i119,398)
Basic
net income (loss) per common unit
Weighted average common units—basic
i12,351
i12,261
i12,322
i12,261
Basic
net income (loss) per common unit
$
i0.60
$
(i10.64)
$
i0.65
$
(i9.74)
Diluted
net income (loss) per common unit
Weighted average common units—basic
i12,351
i12,261
i12,322
i12,261
Plus:
dilutive effect of preferred units
i14,351
i—
i—
i—
Plus:
dilutive effect of unvested unit-based awards
i119
i—
i117
i—
Weighted
average common units—diluted
i26,821
i12,261
i12,439
i12,261
Net
income (loss)
$
i15,382
$
(i125,501)
$
i23,763
$
(i106,722)
Less:
income attributable to preferred unitholders
—
(i7,613)
(i15,569)
(i15,113)
Diluted
net income (loss) attributable to common unitholders and the general partner
$
i15,382
$
(i133,114)
$
i8,194
$
(i121,835)
Add
(less): diluted net loss (income) attributable to the general partner
(i308)
i2,662
(i164)
i2,437
Diluted
net income (loss) attributable to common unitholders
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
5. iSegment 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 following itwo operating segments:
Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. The Partnership's coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. The Partnership's industrial
minerals and aggregates properties are located in various states across the United States. The Partnership's oil and gas royalty assets are primarily located in Louisiana and its timber assets are primarily located in West Virginia.
Soda Ash—consists of the Partnership's i49% non-controlling equity interest in Ciner Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming. Ciner 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 (Loss).
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative
expenses on the Partnership's Consolidated Statements of Comprehensive Income (Loss).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
6. iEquity Investment
The Partnership accounts for its i49%
investment in Ciner Wyoming using the equity method of accounting. iActivity related to this investment is as follows:
For
the Three Months Ended June 30,
For the Six Months Ended June 30,
(In thousands)
2021
2020
2021
2020
Balance at beginning of period
$
i261,299
$
i261,224
$
i262,514
$
i263,080
Income
(loss) allocation to NRP’s equity interests
i3,855
(i2,047)
i7,071
i5,446
Amortization
of basis difference
(i1,254)
(i1,011)
(i2,497)
(i2,232)
Other
comprehensive income
i2,533
i1,359
i3,265
i336
Distribution
i—
(i7,105)
(i3,920)
(i14,210)
Balance
at end of period
$
i266,433
$
i252,420
$
i266,433
$
i252,420
The
following table represents summarized financial information for Ciner Wyoming as derived from their respective unaudited financial statements for the three and six months ended June 30, 2021 and 2020:
For the Three Months Ended June 30,
For
the Six Months Ended June 30,
(In thousands)
2021
2020
2021
2020
Net sales
$
i120,690
$
i76,184
$
i248,481
$
i190,607
Gross
profit
i14,087
i2,242
i26,787
i23,659
Net
income (loss)
i7,867
(i4,177)
i14,430
i11,115
7. iiMineral
Rights, Net /
i
The Partnership’s mineral rights consist of the following:
Depletion
expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income (Loss) and totaled $i4.4 million and $i2.0
million for the three months ended June 30, 2021 and 2020, respectively, and $i9.2 million and $i3.9
million for the six months ended June 30, 2021 and 2020, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
During the six months ended June 30, 2021, the Partnership recorded $i4.1
million of impairment expense primarily due to lease termination that resulted in the full impairment of a coal property. During the three and six months ended June 30, 2020, the Partnership recorded $ii132.3/
million of expense to fully impair certain properties, primarily related to weakened coal markets that resulted in termination of certain coal leases, changes to lessee mining plans resulting in permanent moves off certain of our coal properties and decreased oil and gas drilling activity which negatively impacted the outlook for NRP's frac sand properties. The Partnership has developed procedures to evaluate its long-lived assets for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable reserves or production ceasing on a property for an extended period. This analysis is based on historic, current and future performance and considers both quantitative and qualitative information. While the Partnership's impairment evaluation as of June
30, 2021 incorporated an estimated impact of the global COVID-19 pandemic, there is significant uncertainty as to the severity and duration of this disruption. If the impact is worse than we currently estimate, an additional impairment charge may be recognized in future periods.
8. iDebt, Net
i
The
Partnership's debt consists of the following:
June 30,
December 31,
(In thousands)
2021
2020
NRP LP debt:
i9.125%
senior notes, with semi-annual interest payments in June and December, due June 2025, issued at par ("2025 Senior Notes")
$
i300,000
$
i300,000
Opco
debt:
Revolving credit facility
$
i—
$
i—
Senior
Notes
i5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023
$
i4,730
$
i7,094
i4.73%
with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023
i18,013
i18,013
i5.82%
with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
i38,053
i50,738
i8.92%
with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
i12,035
i16,047
i5.03%
with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
i68,524
i68,524
i5.18%
with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
i17,464
i17,464
Total
Opco Senior Notes
$
i158,819
$
i177,880
Total
debt at face value
$
i458,819
$
i477,880
Net
unamortized debt issuance costs
(i5,660)
(i6,381)
Total
debt, net
$
i453,159
$
i471,499
Less:
current portion of long-term debt
(i39,060)
(i39,055)
Total
long-term debt, net
$
i414,099
$
i432,444
/
NRP
LP Debt
2025 Senior Notes
The 2025 Senior Notes were issued under an Indenture dated as of April 29, 2019 (the "2025 Indenture"), bear interest at i9.125% per year and mature on June 30, 2025. Interest
is payable semi-annually on June 30 and December 30.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
NRP and NRP Finance have the option to redeem the 2025 Senior Notes, in whole or in part, at any time on or after October 30, 2021, at the redemption prices (expressed as percentages of principal amount) of i104.563% for
the 12-month period beginning October 30, 2021, i102.281% for the 12-month period beginning October 30, 2022, and thereafter at i100.000%,
together, in each case, with any accrued and unpaid interest to the date of redemption. Furthermore, before October 30, 2021, NRP may on any one or more occasions redeem up to i35% of the aggregate principal amount of the 2025 Senior Notes with the net proceeds of certain public or private equity offerings at a redemption price of i109.125% of
the principal amount of 2025 Senior Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if at least i65% of the aggregate principal amount of the 2025 Senior Notes issued under the 2025 Indenture remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. In the event of a change of control, as defined in
the 2025 Indenture, the holders of the 2025 Senior Notes may require us to purchase their 2025 Senior Notes at a purchase price equal to i101% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any. The 2025 Senior Notes were issued at par.
The 2025 Senior Notes are the senior unsecured obligations of NRP and NRP
Finance. The 2025 Senior Notes rank equal in right of payment to all existing and future senior unsecured debt of NRP and NRP Finance and senior in right of payment to any of NRP's subordinated debt. The 2025 Senior Notes are effectively subordinated in right of payment to all future secured debt of NRP and NRP Finance to the extent of the value of the collateral securing such indebtedness and are structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries, including the Opco Credit Facility and each series of Opco’s existing senior notes. None of NRP's subsidiaries guarantee the 2025 Senior Notes. As of June 30, 2021 and December 31,
2020, NRP and NRP Finance were in compliance with the terms of the Indenture relating to their 2025 Senior Notes.
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 June 30, 2021 and December 31, 2020, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.
Opco Credit Facility
In April 2019, the Partnership entered into the Fourth Amendment (the “Fourth Amendment”) to the Opco Credit Facility (the "Opco Credit Facility"). The Fourth Amendment extended the term of the Opco Credit Facility until April 2023. Lender commitments under the Opco Credit Facility remain at $ii100.0/
million. The Opco Credit Facility contains financial covenants requiring Opco to maintain:
•A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed i4.0x; provided, however, that if the Partnership increases its quarterly distribution to its common unitholders above $i0.45
per common unit, the maximum leverage ratio under the Opco Credit Facility will permanently decrease from i4.0x to i3.0x; and
•a
fixed charge coverage ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated interest expense and consolidated lease expense) of not less than i3.5 to 1.0.
During the three and six months ended June 30, 2021 and 2020, the Partnership did not have any borrowings outstanding under the Opco Credit Facility and had $ii100.0/
million in available borrowing capacity at both June 30, 2021 and December 31, 2020.
The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $i356.3 million and $i364.5
million classified as mineral rights, net and other long-term assets, net on the Partnership’s Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
Opco Senior Notes
Opco has issued several series of private placement
senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of June 30, 2021 and December 31, 2020, the Opco Senior Notes had cumulative principal balances of $i158.8 million and $i177.9
million, respectively. Opco made mandatory principal payments of $ii19.1/ million during the six months
ended June 30, 2021 and 2020.
The i8.92% Opco Senior Notes also provides that in the event that Opco’s leverage ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the Note Purchase Agreements) exceeds i3.75
to 1.00 at the end of any fiscal quarter, then in addition to all other interest accruing on these notes, additional interest in the amount of i2.00% per annum shall accrue on the notes for the two succeeding quarters and for as long thereafter as the leverage ratio remains above i3.75
to 1.00. Opco has not exceeded the i3.75 to 1.00 ratio at the end of any fiscal quarter through June 30, 2021.
9. iFair
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.
i
The
following table shows the carrying value and estimated fair value of the Partnership's debt and contract receivable:
(1)The
fair value of the Opco Senior Notes are estimated by management using quotations obtained for the NRP 2025 Senior Notes on the closing trading prices near period end, which were at i99% and i92% of par value at June 30, 2021 and December
31, 2020, respectively.
/
(2)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 ii15/%
at June 30, 2021 and December 31, 2020.
NRP has embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that are accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring. The embedded derivatives are revalued quarterly and changes in their fair value would be recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income (Loss). The embedded derivatives had iizero/
value as of June 30, 2021 and December 31, 2020.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
10. iRelated
Party Transactions
Affiliates of our General Partner
The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses
on the Partnership's Consolidated Statements of Comprehensive Income (Loss). NRP also reimburses overhead costs incurred by its affiliates, including Quintana Infrastructure Development ("QID"), to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income (Loss).
i
Direct
general and administrative expenses charged to the Partnership by QMC, WPPLP and QID are included on the Partnership's Consolidated Statement of Comprehensive Income (Loss) as follows:
For the Three Months Ended June 30,
For the Six Months Ended June 30,
(In
thousands)
2021
2020
2021
2020
Operating and maintenance expenses
$
i1,645
$
i1,596
$
i3,252
$
i3,300
General
and administrative expenses
i1,115
i1,119
i2,301
i2,321
/
The
Partnership had accounts payable on its Consolidated Balance Sheets of $ii0.4/
million to QMC and $ii0.3/
million to WPPLP at both June 30, 2021 and December 31, 2020.
During the three months ended June 30, 2021 and 2020, the Partnership recognized $i1.0 million and $i0.1
million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income (Loss) related to an overriding royalty agreement with WPPLP. These amounts were $i1.2 million and $i0.2
million during the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021 and December 31, 2020 the Partnership had $i0.0 million and $i0.3 million,
respectively, of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.
11. iMajor Customers
i
Revenues
from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:
Foresight
Energy Resources LLC ("Foresight") (1) (2)
$
i8,562
i22
%
$
i9,799
i32
%
$
i17,134
i23
%
$
i18,460
i26
%
Alpha
Metallurgical Resources, Inc. (1)
i8,851
i23
%
i7,450
i24
%
i16,894
i22
%
i16,021
i23
%
(1)Revenues
from Foresight and Alpha Metallurgical Resources, Inc. (formerly Contura Energy Inc.) are included within the Partnership's Coal Royalty and Other segment.
/
(2)In June 2020, the Partnership entered into lease amendments with Foresight pursuant to which Foresight agreed to pay NRP fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between the Partnership and Foresight for calendar years 2020 and 2021.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
12. iCommitments and Contingencies
NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these
proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.
13. iUnit-Based Compensation
The Partnership's unit-based awards granted in 2021 and 2020 were
valued using the closing price of NRP's common units as of the grant date. The grant date fair value of these awards granted during the six months ended June 30, 2021 and 2020 were $i3.8 million and $i3.5
million, respectively. Total unit-based compensation expense associated with these awards was $i0.6 million and $i0.9
million for the three months ended June 30, 2021 and 2020, respectively, and $ii1.7/
million for the six months ended June 30, 2021 and 2020 and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income (Loss). The unamortized cost associated with unvested outstanding awards as of June 30, 2021 is $i5.2
million, which is to be recognized over a weighted average period of i1.9 years. The unamortized cost associated with unvested outstanding awards as of December 31, 2020 was $i3.7
million.
i
A summary of the unit activity in the outstanding grants during 2021 is as follows:
The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to i80 additional years. Minimum payments are $i5.0
million per year through the end of the lease term. The $i5.0 million due to the Partnership in 2021 is included in the fixed cash payments from Foresight resulting from contract modifications entered into during the second quarter of 2020 as discussed in Note 11. Major Customers.
The Partnership is also entitled to variable payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets. In the event the Sugar Camp lease is renewed beyond 2032, payments become a fixed $i10 thousand per year for the remainder of the renewed term.
15. iCredit
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 that included the estimated impact of the global COVID-19 pandemic, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties. Examples of these facts or circumstances include, but are not limited to, contract
disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property. For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
As
of June 30, 2021 and December 31, 2020, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
NRP
recorded $(i1.1) million and $i0.1 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income (Loss) related to the change
in the CECL allowance during the three months ended June 30, 2021 and 2020, respectively, and $(i0.7) million and $(i0.3)
million during the six months ended June 30, 2021 and 2020, 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.
16. iSubsequent
Events
The following represents material events that have occurred subsequent to June 30, 2021 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:
Common Unit and Preferred Unit Distributions
In August 2021, the Board of Directors declared a distribution of $i0.45 per common unit with respect to
the second quarter of 2021. The Board of Directors also declared a distribution on NRP's preferred units with respect to the second quarter of 2021 to be paid one-half in cash equal to $i3.92 million and one-half in kind through the issuance of i3,921
additional preferred units.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of operations for the three and six month periods ended June 30, 2021 and 2020 should be read in
conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Form 10-Q and with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management’s Discussion and Analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2020.
As used herein, unless the context otherwise requires: "we,""our,""us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries.
References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries. NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this 10-Q may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: the effects of the global COVID-19 pandemic; our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices
of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected production levels by our lessees; Ciner Wyoming LLC’s ("Ciner Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.
These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking
statements. You should not put undue reliance on any forward-looking statements. See "Item 1A. Risk Factors" included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020 for important factors that could cause our actual results of operations or our actual financial condition to differ.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment, 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, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated
EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. For a description of Opco's debt agreements, see Note 8. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2020. 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 ("DCF") represents 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 receivables; 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, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to asses our ability to make cash distributions and repay debt.
Free Cash Flow
Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract
receivables; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.
Introduction
The following discussion and analysis presents management's view of our business, financial condition and overall performance. Our discussion and analysis consists of the following subjects:
We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and own a non-controlling 49% interest in Ciner Wyoming, a trona ore mining and soda ash production business. Our common units trade on the New York Stock Exchange under the symbol "NRP." Our business is organized into two operating segments:
Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets
include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. Our coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. Our industrial minerals and aggregates properties are located in various states across the United States, our oil and gas royalty assets are primarily located in Louisiana and our timber assets are primarily located in West Virginia.
Soda Ash—consists of our 49% non-controlling equity interest in Ciner Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Ciner Wyoming mines the trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.
In addition to actively managing its currently producing
coal and hard mineral properties over the last year, we continue working to identify alternative revenue sources across our large portfolio of land, mineral and timber assets. The types of opportunities we are exploring include the sequestration of carbon dioxide underground and in standing forests, and the generation of electricity using geothermal, solar and wind energy. While the timing and likelihood of cash flows being realized from any of these activities is highly uncertain, we believe our large ownership footprint throughout the United States will provide opportunities to create value in this regard with minimal capital investment.
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level
activity not specifically allocated to a segment.
Our financial results by segment for the six months ended June 30, 2021 are as follows:
Operating Segments
(In
thousands)
Coal Royalty and Other
Soda Ash
Corporate and Financing
Total
Revenues and other income
$
71,087
$
4,574
$
—
$
75,661
Net
income (loss)
$
46,374
$
4,519
$
(27,130)
$
23,763
Adjusted EBITDA (1)
$
60,420
$
3,865
$
(7,498)
$
56,787
Cash
flow provided by (used in) continuing operations
Operating activities
$
57,990
$
3,853
$
(25,259)
$
36,584
Investing
activities
$
1,257
$
—
$
—
$
1,257
Financing activities
$
(1,132)
$
—
$
(38,591)
$
(39,723)
Distributable
cash flow (1)
$
59,247
$
3,853
$
(25,259)
$
37,841
Free cash flow (1)
$
58,072
$
3,853
$
(25,259)
$
36,666
(1)See
"—Results of Operations" below for reconciliations to the most comparable GAAP financial measures.
Demand for metallurgical and thermal coals and soda ash continue to rebound from their lows in 2020 caused by the global COVID-19 pandemic. We generated $36.7 million
of free cash flow during the six months ended June 30, 2021, and ended the quarter with $197.9 million of liquidity consisting of $97.9 million of cash and cash equivalents and $100.0 million of borrowing capacity under our Opco Credit Facility.
Despite our steady liquidity, our consolidated leverage ratio has risen since early 2020 and was 4.6x at June 30, 2021. The indenture governing our 2025 parent company notes restricts us from paying more than one-half of the quarterly distribution on our preferred units in cash if our consolidated leverage ratio exceeds 3.75x. Accordingly, the Board of Directors of our general partner has declared a distribution on our preferred units
to be paid one-half in kind through the issuance of additional preferred units (“PIK units”) for the past four quarters. We expect our leverage ratio to now begin to decline as we continue to pay down debt. Under the terms of our partnership agreement, to the extent our consolidated leverage ratio remains above 3.75x into 2022 and we therefore remain unable to redeem any outstanding paid-in-kind preferred units, we may be required to temporarily suspend distributions on our common units until the leverage ratio drops below 3.75x and the outstanding paid-in-kind preferred units are redeemed.
Future distributions on NRP's common and preferred units will be determined on a quarterly basis by the Board of Directors. The Board of Directors considers numerous factors each quarter in determining cash distributions, including profitability, cash flow, debt service obligations, covenants in our debt and partnership agreements,
market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the Board determines is necessary for future operating and capital needs.
Coal Royalty and Other Business Segment
Metallurgical coal markets have rebounded from the lows seen in 2020 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 significantly improved from the lows seen in 2020, but still face ongoing negative effects of the COVID-19 pandemic and the long-term challenges of lower electricity demand, competition from natural gas, and the secular shift to renewable energy. However, NRP does not have significant 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 last year.
Our lessees sold 13.1 million tons of coal from our properties in the first six months of 2021 and we derived approximately 60% of our coal royalty revenues and approximately 45% of our coal royalty sales volumes from metallurgical coal during the same period.
Soda Ash Business Segment
Ciner Wyoming's business continues to recover to pre-COVID-19 levels. While we believe Ciner Wyoming's facility is competitively positioned as one of the lowest cost producers of soda ash in the world, we expect the market to remain volatile as a result of ongoing uncertainties
with the COVID-19 pandemic.
Revenues and other income in the first six months of 2021 were higher by $1.4 million compared to the prior year period primarily as a result of an increase in sales volumes as demand for soda ash rebounded from lows caused by the global COVID-19 pandemic.
In order to have financial flexibility during the COVID-19 pandemic, Ciner Wyoming suspended its regular quarterly distributions in the third quarter of 2020. Ciner Wyoming will continue to evaluate, on a quarterly basis, whether to reinstate the distribution. Ciner Wyoming’s ability to pay future quarterly distributions will be dependent in part on its cash reserves, liquidity, total debt levels and anticipated capital expenditures. Distributions received from Ciner Wyoming were $3.9 million in the first six months of 2021 as compared to $14.2 million in the first six months of 2020. Although Ciner
Wyoming made a special distribution to its members in the first quarter of 2021, we do not believe Ciner Wyoming will resume regular quarterly distributions until they have greater visibility and confidence in global soda markets.
When considering the significant investment required by Ciner Wyoming’s previously announced expansion project and the infrastructure improvements designed to increase overall efficiency, combined with the COVID-19 pandemic’s negative impact on Ciner Wyoming’s financial results,
Ciner Wyoming has reprioritized the timing of the significant capital expenditure items in order to increase financial and liquidity flexibility until it has more clarity and visibility into the ongoing impact of the COVID-19 pandemic on its business.
Results of Operations
Second Quarter of 2021 and 2020 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
For
the Three Months Ended June 30,
Increase
Percentage Change
Operating Segment (In thousands)
2021
2020
Coal Royalty and Other
$
35,909
$
34,069
$
1,840
5
%
Soda
Ash
2,601
(3,058)
5,659
185
%
Total
$
38,510
$
31,011
$
7,499
24
%
The
changes in revenues and other income is discussed for each of the operating segments below:
The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:
For
the Three Months Ended June 30,
Increase (Decrease)
Percentage Change
(In thousands, except per ton data)
2021
2020
Coal sales volumes (tons)
Appalachia
Northern
405
87
318
366
%
Central
2,975
2,463
512
21
%
Southern
316
426
(110)
(26)
%
Total
Appalachia
3,696
2,976
720
24
%
Illinois Basin
2,640
578
2,062
357
%
Northern
Powder River Basin
185
340
(155)
(46)
%
Total coal sales volumes
6,521
3,894
2,627
67
%
Coal
royalty revenue per ton
Appalachia
Northern
$
4.45
$
2.74
$
1.71
62
%
Central
4.62
4.04
0.58
14
%
Southern
7.63
4.96
2.67
54
%
Illinois
Basin
2.01
1.97
0.04
2
%
Northern Powder River Basin
4.15
3.15
1.00
32
%
Combined
average coal royalty revenue per ton
3.69
3.73
(0.04)
(1)
%
Coal royalty revenues
Appalachia
Northern
$
1,804
$
238
$
1,566
658
%
Central
13,756
9,951
3,805
38
%
Southern
2,410
2,111
299
14
%
Total
Appalachia
17,970
12,300
5,670
46
%
Illinois Basin
5,300
1,137
4,163
366
%
Northern
Powder River Basin
768
1,071
(303)
(28)
%
Unadjusted coal royalty revenues
24,038
14,508
9,530
66
%
Coal
royalty adjustment for minimum leases (1)
(5,740)
(3,661)
(2,079)
(57)
%
Total coal royalty revenues
$
18,298
$
10,847
$
7,451
69
%
Other
revenues
Production lease minimum revenues (1)
$
3,556
$
8,485
$
(4,929)
(58)
%
Minimum
lease straight-line revenues (1)
4,869
4,987
(118)
(2)
%
Property tax revenues
1,587
761
826
109
%
Wheelage
revenues
1,844
1,584
260
16
%
Coal overriding royalty revenues
976
683
293
43
%
Lease
amendment revenues
772
890
(118)
(13)
%
Aggregates royalty revenues
456
271
185
68
%
Oil
and gas royalty revenues
900
2,742
(1,842)
(67)
%
Other revenues
353
416
(63)
(15)
%
Total
other revenues
$
15,313
$
20,819
$
(5,506)
(26)
%
Coal royalty and other
$
33,611
$
31,666
$
1,945
6
%
Transportation
and processing services revenues
2,182
1,938
244
13
%
Gain on asset sales and disposals
116
465
(349)
(75)
%
Total
Coal Royalty and Other segment revenues and other income
$
35,909
$
34,069
$
1,840
5
%
(1)Beginning
April 1, 2020 and effective January 1, 2020, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications with Foresight that fixed consideration paid to us over a two-year period.
Approximately 65% of coal royalty revenues and approximately 50% of coal royalty sales volumes were derived from metallurgical coal during the three months ended June 30, 2021. Total coal royalty revenues increased $7.5 million as compared to the prior year quarter as a result of increased demand for both metallurgical and thermal coals from their lows in 2020 caused by the global COVID-19 pandemic. The discussion by region is as follows:
•Appalachia: Coal royalty revenues increased $5.7 million primarily due to a 24% increase in sales volumes in addition to higher sales prices as compared to the prior year quarter.
•Illinois Basin:
Coal royalty revenues increased $4.2 million primarily due to a 357% increase in sales volumes for the three months ended June 30, 2021 as compared to the prior year quarter. In the second quarter of 2020, we entered into lease amendments with Foresight pursuant to which Foresight agreed to pay us fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between us and Foresight for calendar years 2020 and 2021. As a result of these amendments, actual revenues recognized from Foresight were flat period-over-period.
•Northern Powder River Basin: Coal royalty revenues decreased $0.3 million primarily due to a 46% decrease in sales volumes as our lessee mined on our property less during the second quarter of 2021
as compared to the prior year quarter in accordance with its mine plan, partially offset by a 32% increase in sales prices as compared to the prior year quarter.
Other Revenues
Other revenues decreased $5.5 million primarily due to decreased production lease minimum revenues as a result of the contract modifications with Foresight beginning to be accounted for in the second quarter of 2020 as discussed above.
Soda Ash
Revenues and other income related to our Soda Ash segment increased $5.7 million compared to the prior year quarter primarily as a result of increased in sales volumes as demand for soda ash continued to rebound from its low in 2020 caused by the global COVID-19 pandemic.
Operating Expenses
The following table presents the significant categories of our consolidated operating expenses:
For the Three Months Ended June 30,
Increase (Decrease)
Percentage Change
(In
thousands)
2021
2020
Operating expenses
Operating and maintenance expenses
$
5,170
$
8,217
$
(3,047)
(37)
%
Depreciation,
depletion and amortization
4,871
2,062
2,809
136
%
General and administrative expenses
3,388
3,621
(233)
(6)
%
Asset
impairments
16
132,283
(132,267)
(100)
%
Total operating expenses
$
13,445
$
146,183
$
(132,738)
(91)
%
Total
operating expenses decreased $132.7 million primarily due to a $132.3 million decrease in asset impairments. Asset impairments in the three months ended June 30, 2020 were due to weakened coal markets that resulted in termination of certain coal leases, changes to lessee mine plans resulting in permanent moves off certain of our coal properties and decreased oil and gas drilling activity which negatively impacted the outlook for NRP's frac sand properties. The $3.0 million decrease in operating and maintenance expenses was primarily due to a decrease in bad debt expense. These decreases were partially offset by a $2.8 million increase in depreciation, depletion and amortization expense as a result of increased production at certain Illinois Basin coal properties.
Less:
equity earnings from unconsolidated investment
—
3,058
—
3,058
Add: total distributions from unconsolidated investment
—
7,105
—
7,105
Add:
interest expense, net
15
—
10,314
10,329
Add:
depreciation, depletion and amortization
2,062
—
—
2,062
Add: asset impairments
132,283
—
—
132,283
Adjusted
EBITDA
$
25,881
$
7,076
$
(3,621)
$
29,336
Adjusted EBITDA decreased $2.0 million primarily due to $7.1 million of lower cash distributions received from Ciner Wyoming in the in second quarter of 2021 as compared to the second quarter of 2020, partially offset by a $4.9 million increase in Adjusted EBITDA within our Coal Royalty
and Other segment as a result of lower operating and maintenance expenses and higher revenues and other income, both discussed above.
The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:
DCF
and FCF decreased $7.3 million and $6.9 million, respectively, primarily due to the following:
•Coal Royalty and Other Segment
◦DCF and FCF were relatively flat in the second quarter of 2021 as compared to the prior year period as increased coal royalty cash flow due to stronger coal demand in the second quarter of 2021 was offset by $5 million of increased cash flow in the second quarter of 2020 related to the emergence of a lessee from bankruptcy.
•Soda Ash Segment
◦DCF and FCF decreased $7.1 million primarily as a result of cash distributions received from Ciner Wyoming in the second quarter of 2020. As previously mentioned, Ciner Wyoming suspended its regular
quarterly distributions in the third quarter of 2020.
The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:
For
the Six Months Ended June 30,
Increase (Decrease)
Percentage Change
(In thousands, except per ton data)
2021
2020
Coal sales volumes (tons)
Appalachia
Northern
525
414
111
27
%
Central
5,625
5,396
229
4
%
Southern
416
648
(232)
(36)
%
Total
Appalachia
6,566
6,458
108
2
%
Illinois Basin
5,298
1,083
4,215
389
%
Northern
Powder River Basin
1,244
867
377
43
%
Total coal sales volumes
13,108
8,408
4,700
56
%
Coal
royalty revenue per ton
Appalachia
Northern
$
4.27
$
2.01
$
2.26
112
%
Central
4.44
4.47
(0.03)
(1)
%
Southern
7.06
4.68
2.38
51
%
Illinois
Basin
2.04
3.08
(1.04)
(34)
%
Northern Powder River Basin
3.49
3.75
(0.26)
(7)
%
Combined
average coal royalty revenue per ton
3.45
4.11
(0.66)
(16)
%
Coal royalty revenues
Appalachia
Northern
$
2,241
$
831
$
1,410
170
%
Central
24,951
24,124
827
3
%
Southern
2,938
3,034
(96)
(3)
%
Total
Appalachia
30,130
27,989
2,141
8
%
Illinois Basin
10,783
3,336
7,447
223
%
Northern
Powder River Basin
4,341
3,248
1,093
34
%
Unadjusted coal royalty revenues
45,254
34,573
10,681
31
%
Coal
royalty adjustment for minimum leases
(11,591)
(4,624)
(6,967)
(151)
%
Total coal royalty revenues
$
33,663
$
29,949
$
3,714
12
%
Other
revenues
Production lease minimum revenues
$
7,006
$
9,287
$
(2,281)
(25)
%
Minimum lease straight-line revenues
10,965
8,796
2,169
25
%
Property
tax revenues
3,056
2,360
696
29
%
Wheelage revenues
3,625
3,788
(163)
(4)
%
Coal
overriding royalty revenues
2,835
2,005
830
41
%
Lease amendment revenues
1,640
1,733
(93)
(5)
%
Aggregates
royalty revenues
910
847
63
7
%
Oil and gas royalty revenues
2,266
3,845
(1,579)
(41)
%
Other
revenues
572
489
83
17
%
Total other revenues
$
32,875
$
33,150
$
(275)
(1)
%
Coal
royalty and other
$
66,538
$
63,099
$
3,439
5
%
Transportation and processing services revenues
4,374
4,447
(73)
(2)
%
Gain
on asset sales and disposals
175
465
(290)
(62)
%
Total Coal Royalty and Other segment revenues and other income
Approximately 60% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the six months ended June 30, 2021. Total coal royalty revenues increased $3.7 million during the six months ended June 30, 2021 as compared to the prior year period primarily as a result of increased demand for both metallurgical and thermal coals from their lows in 2020 caused by the global COVID-19 pandemic. The discussion by region is as follows:
•Appalachia:
Coal royalty revenues increased $2.1 million primarily due to a 2% increase in sales volumes in addition to higher sales prices as compared to the prior year.
•Illinois Basin: Coal royalty revenues increased $7.4 million primarily due to a 389% increase in sales volumes, partially offset by a 34% decrease in sales prices as compared to the prior year period. As previously mentioned, we entered into lease amendments with Foresight pursuant to which Foresight agreed to pay us fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between the us and Foresight for calendar years 2020 and 2021 and as a result actual revenues from Foresight were flat period-over-period.
•Northern Powder River
Basin: Coal royalty revenues increased $1.1 million primarily due to a 43% increase in sales volumes related to our lessee mining on our property in accordance with its mine plan in 2021, partially offset by a 7% decrease in sales prices as compared to the prior year.
Soda Ash
Revenues and other income related to our Soda Ash segment increased $1.4 million compared to the prior year primarily as a result of increased in sales volumes as demand for soda ash continued to rebound from its low in 2020 caused by the global COVID-19 pandemic.
Operating Expenses
The following table presents the significant categories of our consolidated operating expenses:
For
the Six Months Ended June 30,
Increase (Decrease)
Percentage Change
(In thousands)
2021
2020
Operating expenses
Operating and maintenance expenses
$
10,722
$
13,419
$
(2,697)
(20)
%
Depreciation,
depletion and amortization
9,963
4,074
5,889
145
%
General and administrative expenses
7,498
7,534
(36)
—
%
Asset
impairments
4,059
132,283
(128,224)
(97)
%
Total operating expenses
$
32,242
$
157,310
$
(125,068)
(80)
%
Total
operating expenses decreased $125.1 million primarily due to a $128.2 million decrease in asset impairments. Asset impairments in the first six months of 2021 primarily related to a lease termination while asset impairments in the first six months of 2020 were due to weakened coal markets that resulted in termination of certain coal leases, changes to lessee mine plans resulting in permanent moves off certain of our coal properties and decreased oil and gas drilling activity which negatively impacted the outlook for NRP's frac sand properties. The $2.7 million decrease in operating and maintenance expenses was primarily due to a decrease in bad debt expense. These decreases were partially offset by a $5.9 million increase in depreciation, depletion and amortization expense primarily as a result of increased production at certain Illinois Basin coal properties.
Less:
equity earnings from unconsolidated investment
—
(3,214)
—
(3,214)
Add: total distributions from unconsolidated investment
—
14,210
—
14,210
Add:
interest expense, net
15
—
20,622
20,637
Add:
depreciation, depletion and amortization
4,074
—
—
4,074
Add: asset impairments
132,283
—
—
132,283
Adjusted
EBITDA
$
54,637
$
14,165
$
(7,534)
$
61,268
Adjusted EBITDA decreased $4.5 million primarily due to $10.3 million of lower cash distributions received from Ciner Wyoming in the first six months of 2021 as compared to the prior year, partially offset by a $5.8 million increase in Adjusted EBITDA within our Coal Royalty and Other segment
as a result of lower operating and maintenance expenses and higher revenues and other income, both discussed above.
The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:
Less: proceeds from sale of discontinued operations
—
—
—
66
Less:
acquisition costs
(1,000)
—
—
(1,000)
Free cash flow
$
62,639
$
14,166
$
(26,585)
$
50,220
DCF
and FCF decreased $13.8 million and $13.6 million, respectively, primarily due to the following:
•Coal Royalty and Other Segment
◦DCF and FCF decreased $4.9 million and $4.6 million, respectively, primarily as a result of $5.7 million of lease amendment fee payments received in 2020. This decrease was partially offset by increased cash flow in 2021 primarily as a result of the rebounding of coal demand from its low in 2020 caused by the global COVID-19 pandemic.
•Soda Ash Segment
◦DCF and FCF decreased $10.3 million as a result of lower cash distributions received from Ciner Wyoming in the first six months of 2021 as compared to the prior year. As previously mentioned, although
Ciner Wyoming made a special distribution to its members in the first quarter of 2021, Ciner Wyoming suspended its regular quarterly distributions in the third quarter of 2020.
Liquidity and Capital Resources
Current Liquidity
As of June 30, 2021, we had total liquidity of $197.9 million, consisting of $97.9 million of cash and cash equivalents and $100.0 million of borrowing capacity under our Opco Credit Facility. We have significant debt service obligations, including approximately $20 million of principal repayments on Opco’s senior notes throughout the remainder of 2021. We believe our liquidity position provides us with the flexibility to continue paying down debt
and manage our business through the current market environment.
Cash flows provided by operating activities decreased $15.2 million, from $51.8 million in the six months ended June 30, 2020 to $36.6 million in the six months ended June 30, 2021, primarily related to $10.3 million of lower cash distributions
received from Ciner Wyoming in the first six months of 2021 as compared to the prior year quarter and lower operating cash flow within our Coal Royalty and Other segment primarily as a result of $5.7 million of lease amendment fee payments received in 2020. These decreases were partially offset by increased cash flow in 2021 primarily as a result of the rebounding of coal demand from its low in 2020 caused by the global COVID-19 pandemic and $1.3 million of lower cash paid for interest as our debt balance continues to decline.
We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see Note 8. Debt, Net to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance
Sheet Transactions
We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.
The preparation of Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller
reporting company, we are not required to include this disclosure in our Form 10-Q for the quarterly period ended June 30, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive
Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in the Partnership’s Internal Control Over Financial Reporting
There were no material changes in the Partnership’s internal control over financial reporting during the first six months
of 2021 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.
ITEM 1A. RISK FACTORS
During the period covered by this report, there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Fifth
Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).
Certificate
of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.
