NATURAL RESOURCE PARTNERS L.P. The following review of operations for the three months endedMarch 31, 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 theNatural Resource Partners L.P. Annual Report on Form 10-K for the year endedDecember 31, 2020 . As used herein, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer toNatural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners " refer toNatural Resource Partners L.P. only, and not toNRP (Operating) LLC or any ofNatural Resource Partners L.P.'s subsidiaries. References to "Opco" refer toNRP (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 andU.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 endedDecember 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 endedDecember 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. 17
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Distributable Cash Flow
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:
•Executive Overview
•Results of Operations
•Liquidity and Capital Resources
•Off-Balance Sheet Transactions
•Related Party Transactions
•Summary of Critical Accounting Estimates
•Recent Accounting Standards
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Table of Contents Executive Overview We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties inthe 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 theNew 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, theIllinois Basin and theNorthern Powder River Basin inthe United States . Our industrial minerals and aggregates properties are located in various states acrossthe United States , our oil and gas royalty assets are primarily located inLouisiana and our timber assets are primarily located inWest 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 theGreen River Basin ofWyoming . Ciner Wyoming mines the trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries. Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment. Our financial results by segment for the three months endedMarch 31, 2021 are as follows: Operating Segments Coal Royalty Corporate and (In thousands) and Other Soda Ash Financing Total Revenues and other income$ 35,178 $ 1,973 $ -$ 37,151 Net income (loss)$ 20,488 $ 1,953 $ (14,060) $ 8,381 Adjusted EBITDA (1)$ 29,646 $ 3,900 $ (4,110) $ 29,436 Cash flow provided by (used in) continuing operations Operating activities$ 25,962 $ 3,888 $ (6,650) $ 23,200 Investing activities$ 600 $ - $ -$ 600 Financing activities$ (132) $ -$ (26,691) $ (26,823) Distributable cash flow (1)$ 26,562 $ 3,888 $ (6,650) $ 23,800 Free cash flow (1)$ 26,503 $ 3,888 $ (6,650) $ 23,741
(1)See "-Results of Operations" below for reconciliations to the most comparable GAAP financial measures.
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Table of Contents Current Results/Market Commentary Business Outlook and Quarterly Distributions The global COVID-19 pandemic has had a significant negative impact on demand for steel, electricity and glass, which translates to lower demand for the coal and soda ash that our properties produce. While demand for metallurgical and thermal coals and soda ash began to rebound during the third quarter of 2020, prices remain below pre-pandemic levels, and the coal and soda ash markets remain challenged. We are unable to predict the ultimate severity or duration of the COVID-19 pandemic or its impact on our or Ciner Wyoming's business. We generated$23.7 million of free cash flow during the quarter endedMarch 31, 2021 , and ended the quarter with$196.8 million of liquidity consisting of$96.8 million of cash and cash equivalents and$100.0 million of borrowing capacity under our Opco Credit Facility. As a result, we believe we have the financial flexibility to navigate the effects of the pandemic on our business. We continue to employ remote work protocols and are conducting business as usual despite the pandemic. Despite our liquidity level at the end of the quarter, our consolidated leverage ratio has risen since early 2020 and was 4.5x atMarch 31, 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 three quarters. We expect our leverage ratio to continue to rise through the second quarter of 2021 and then 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 remain challenged by the uncertainties around the COVID-19 pandemic, however prices have rebounded from the lows seen in the second quarter of 2020 and the outlook continues to strengthen. Domestic and export thermal coal markets continue to stabilize, but still face ongoing negative effects of the COVID-19 pandemic and the long-term challenges of lower utility demand, low natural gas prices, and the secular shift to renewable energy. Our lessees sold 6.6 million tons of coal from our properties in the first three months of 2021 and we derived approximately 50% of our coal royalty revenues and approximately 40% of our coal royalty sales volumes from metallurgical coal during the same period. In addition, we do not have significant sensitivity to thermal coal price movements primarily due to our lease amendments with Foresight Energy which we entered into in 2020. Soda Ash Business Segment While Ciner Wyoming's business has yet to recover to pre-COVID levels, overall sales volumes increased and overall production volumes increased over second quarter 2020 lows, though global prices remain depressed. While we believe CinerWyoming'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 quarter of 2021 were lower by$4.3 million compared to the prior year quarter primarily as a result of lower sales prices due to demand disruptions caused by the COVID-19 pandemic. In order to have financial flexibility during the COVID-19 pandemic, CinerWyoming 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 quarter of 2021 as compared to$7.1 million in the first quarter 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. 20
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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
First Three Months 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
March 31, Increase Percentage
Operating Segment (In thousands) 2021 2020 (Decrease) Change
Coal Royalty and Other $ 35,178 $ 33,942 $ 1,236 4 %
Soda Ash 1,973 6,272 (4,299) (69) %
Total $ 37,151 $ 40,214 $ (3,063) (8) %
The changes in revenues and other income is discussed for each of the operating segments below:
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Coal Royalty and Other
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
March 31, Increase Percentage
(In thousands, except per ton data) 2021 2020 (Decrease) Change
Coal sales volumes (tons)
Appalachia
Northern 120 327 (207) (63) %
Central 2,650 2,933 (283) (10) %
Southern 100 222 (122) (55) %
Total Appalachia 2,870 3,482 (612) (18) %
Illinois Basin 2,658 505 2,153 426 %
Northern Powder River Basin 1,059 527 532 101 %
Total coal sales volumes 6,587 4,514 2,073 46 %
Coal royalty revenue per ton
Appalachia
Northern $ 3.64 $ 1.81 $ 1.83 101 %
Central 4.22 4.83 (0.61) (13) %
Southern 5.28 4.16 1.12 27 %
Illinois Basin 2.06 4.35 (2.29) (53) %
Northern Powder River Basin 3.37 4.13 (0.76) (18) %
Combined average coal royalty revenue per ton 3.22 4.44 (1.22) (27) %
Coal royalty revenues
Appalachia
Northern $ 437 $ 593 $ (156) (26) %
Central 11,195 14,173 (2,978) (21) %
Southern 528 923 (395) (43) %
Total Appalachia 12,160 15,689 (3,529) (22) %
Illinois Basin 5,483 2,199 3,284 149 %
Northern Powder River Basin 3,573 2,177 1,396 64 %
Unadjusted coal royalty revenues 21,216 20,065 1,151 6 %
Coal royalty adjustment for minimum leases (1) (5,851) (963) (4,888) (508) %
Total coal royalty revenues $ 15,365 $ 19,102 $ (3,737) (20) %
Other revenues
Production lease minimum revenues (1) $ 3,450 $ 802 $ 2,648 330 %
Minimum lease straight-line revenues (1) 6,096 3,809 2,287 60 %
Property tax revenues 1,469 1,599 (130) (8) %
Wheelage revenues 1,781 2,204 (423) (19) %
Coal overriding royalty revenues 1,859 1,322 537 41 %
Lease amendment revenues 868 843 25 3 %
Aggregates royalty revenues 454 576 (122) (21) %
Oil and gas royalty revenues 1,366 1,103 263 24 %
Other revenues 219 73 146 200 %
Total other revenues $ 17,562 $ 12,331 $ 5,231 42 %
Coal royalty and other $ 32,927 $ 31,433 $ 1,494 5 %
Transportation and processing services revenues 2,192 2,509 (317) (13) %
Gain on asset sales and disposals 59 - 59 100 %
Total Coal Royalty and Other segment revenues and
other income $ 35,178 $ 33,942 $ 1,236 4 %
(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.
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Table of Contents Coal Royalty Revenues Total coal royalty revenues decreased$3.7 million during the three months endedMarch 31, 2021 as compared to the prior year quarter primarily as a result of certain revenues previously classified as coal royalty revenues that are now classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications with Foresight as mentioned above. Excluding the impacts of these reclassifications, coal royalty revenues increased$1.2 million period over period. The discussion by region is as follows: •Appalachia: Coal royalty revenues decreased$3.5 million primarily due to a 18% decrease in sales volumes primarily driven by the termination of certain coal leases in 2020 as a result of weakened coal markets compounded by the COVID-19 pandemic. •Illinois Basin: Coal royalty revenues increased$3.3 million primarily due to a 426% increase in sales volumes, partially offset by a 53% decrease in sales prices as compared to the prior year quarter. •Northern PowderRiver Basin : Sales volumes increased 101% and coal royalty revenues increased$1.4 million primarily due to our lessee mining on our property in accordance with its mine plan in 2021, partially offset by a 18% decrease in sales prices as compared to the prior year quarter. Other Revenues Other revenues increased$5.2 million primarily due to a$2.6 million increase in production lease minimum revenues and a$2.3 million increase in minimum lease straight-line revenues, both primarily a result of the contract modifications with Foresight as discussed above. Soda Ash Revenues and other income related to our Soda Ash segment decreased$4.3 million compared to the prior year quarter primarily as a result of lower sales prices due to demand disruptions caused by the COVID-19 pandemic Operating Expenses The following table presents the significant categories of our consolidated operating expenses: For the Three Months Ended March 31, Percentage (In thousands) 2021 2020 Increase Change Operating expenses Operating and maintenance expenses$ 5,552 $ 5,202 $ 350 7 % Depreciation, depletion and amortization 5,092 2,012 3,080 153 % General and administrative expenses 4,110 3,913 197 5 % Asset impairments 4,043 - 4,043 100 % Total operating expenses$ 18,797 $ 11,127 $ 7,670 69 % Total operating expenses increased$7.7 million primarily due to a$4.0 million increase in asset impairments as a result of lease termination, and a$3.1 million increase in depreciation, depletion and amortization expense as a result of increased production at certainIllinois Basin coal properties. The remaining$0.6 million increase was due to a$1.3 million increase in certain costs primarily driven by increased bad debt expense, partially offset by a$0.7 million reduction in controllable costs as a result of our cost saving initiatives. 23
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Adjusted EBITDA (Non-GAAP Financial Measure) The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:
Operating Segments
Coal Royalty Corporate and
For the Three Months Ended (In thousands) and Other Soda Ash Financing Total
March 31, 2021
Net income (loss) $ 20,488 $ 1,953 $ (14,060) $ 8,381
Less: equity earnings from unconsolidated
investment - (1,973) - (1,973)
Add: total distributions from unconsolidated
investment - 3,920 - 3,920
Add: interest expense, net 23 - 9,950 9,973
Add: depreciation, depletion and amortization 5,092 - - 5,092
Add: asset impairments 4,043 - - 4,043
Adjusted EBITDA $ 29,646 $ 3,900 $ (4,110) $ 29,436
March 31, 2020
Net income (loss) $ 26,744 $ 6,256 $ (14,221) $ 18,779
Less: equity earnings from unconsolidated
investment - (6,272) - (6,272)
Add: total distributions from unconsolidated
investment - 7,105 - 7,105
Add: interest expense, net - - 10,308 10,308
Add: depreciation, depletion and amortization 2,012 - - 2,012
Adjusted EBITDA $ 28,756 $ 7,089 $ (3,913) $ 31,932
Adjusted EBITDA decreased $2.5 million primarily due to $3.2 million of lower
cash distributions received from Ciner Wyoming in the first three months of 2021
as compared to the prior year quarter.
Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial
Measures)
The following table presents the three major categories of the statement of cash
flows by business segment:
Operating Segments
Coal Royalty Corporate and
For the Three Months Ended (In thousands) and Other Soda Ash Financing Total
March 31, 2021
Cash flow provided by (used in) continuing
operations
Operating activities $ 25,962 $ 3,888 $ (6,650) $ 23,200
Investing activities 600 - - 600
Financing activities (132) - (26,691) (26,823)
March 31, 2020
Cash flow provided by (used in) continuing
operations
Operating activities $ 30,556 $ 7,089 $ (7,490) $ 30,155
Investing activities 272 - - 272
Financing activities - - (28,186) (28,186)
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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:
Operating Segments
Coal Royalty Corporate and
For the Three Months Ended (In thousands) and Other Soda Ash Financing Total
March 31, 2021
Net cash provided by (used in) operating
activities of continuing operations $ 25,962 $
3,888
Add: proceeds from asset sales and disposals 59 - - 59 Add: return of long-term contract receivable 541 - - 541 Distributable cash flow$ 26,562 $ 3,888 $ (6,650) $ 23,800 Less: proceeds from asset sales and disposals (59) - - (59) Free cash flow$ 26,503 $ 3,888 $ (6,650) $ 23,741 March 31, 2020 Net cash provided by (used in) operating activities of continuing operations$ 30,556 $
7,089
Add: proceeds from sale of discontinued operations - - - (66) Add: return of long-term contract receivable 272 - - 272 Distributable cash flow$ 30,828 $
7,089
Less: proceeds from sale of discontinued operations - - - 66 Free cash flow$ 30,828 $ 7,089 $ (7,490) $ 30,427 DCF and FCF decreased$6.6 million and$6.7 million , respectively, primarily due to the following: •Coal Royalty and Other Segment •DCF and FCF decreased$4.3 million primarily as a result of lease amendment fee payments received in the first quarter of 2020. •Soda Ash Segment •DCF and FCF decreased$3.2 million as a result of lower cash distributions received from Ciner Wyoming in the first three months of 2021 as compared to the prior year period. Liquidity and Capital Resources Current Liquidity As ofMarch 31, 2021 , we had total liquidity of$196.8 million , consisting of$96.8 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$23 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 Cash flows provided by operating activities decreased$8.7 million , from$31.9 million in the three months endedMarch 31, 2020 to$23.2 million in the three months endedMarch 31, 2021 primarily related to lower operating cash flow as a result of lease amendment fee payments received in the first quarter of 2020 in addition to lower cash distributions received from Ciner Wyoming in the first three months of 2021 as compared to the prior year quarter. Cash flows used in financing activities decreased$3.0 million , from$29.8 million in the three months endedMarch 31, 2020 to$26.8 million in the three months endedMarch 31, 2021 primarily due to lower preferred unit cash distributions in the first quarter of 2021 as a result of paying half of the distribution in kind through the issuance of additional preferred units. 25
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Table of Contents Capital Resources and Obligations Debt, Net We had the following debt outstanding as ofMarch 31, 2021 andDecember 31, 2020 : March 31, December 31, (In thousands) 2021 2020
Current portion of long-term debt, net
416,121 432,444
Total debt, net $ 455,163 $ 471,499
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.
Related Party Transactions
The information required set forth under Note 10. Related Party Transactions
to the Consolidated Financial Statements is incorporated herein by reference.
Summary of Critical Accounting Estimates
The preparation of Consolidated Financial Statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make certain estimates and assumptions that affect the
amounts reported in the Consolidated Financial Statements and the accompanying
notes. There have been no significant changes to our critical accounting
estimates from those disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2020 .
Recent Accounting Standards
The information set forth under Note 1. Basis of Presentation to the
Consolidated Financial Statements is incorporated herein by reference.
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