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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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35-2164875
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1201 Louisiana Street, Suite 3400, Houston, Texas 77002
(Address of principal executive offices)
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Title of each class
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Name of each exchange on which registered
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Common Units representing limited partner interests
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New York Stock Exchange
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Large Accelerated Filer
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¨
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Accelerated Filer
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ý
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Non-accelerated Filer
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¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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ý
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Emerging Growth Company
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¨
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(In thousands)
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Amount
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% of Total
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||
Coal Royalty and Other
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$
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230,206
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83%
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Soda Ash
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48,306
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17%
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Total
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$
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278,512
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100%
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Proven and Probable Reserves
(1)
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|||||||
(Tons in thousands)
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Underground
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Surface
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Total
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|||
Appalachia Basin
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Northern
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366,633
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2,934
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369,567
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Central
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723,795
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238,531
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962,326
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Southern
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59,317
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19,966
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79,283
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Total Appalachia Basin
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1,149,745
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261,431
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1,411,176
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Illinois Basin
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302,002
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5,074
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307,076
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Northern Powder River Basin
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—
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166,590
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166,590
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Gulf Coast
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—
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1,957
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1,957
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Total
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1,451,747
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435,052
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1,886,799
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(1)
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In excess of 94% of the reserves presented in this table are currently leased to third parties.
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Type of Coal
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|||||
(Tons in thousands)
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Thermal
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Metallurgical
(1)
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Total
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Appalachia Basin
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Northern
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308,054
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61,513
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369,567
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Central
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541,625
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420,701
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962,326
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Southern
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58,957
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20,326
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79,283
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Total Appalachia Basin
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908,636
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502,540
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1,411,176
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Illinois Basin
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307,076
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—
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307,076
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Northern Powder River Basin
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166,590
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—
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166,590
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Gulf Coast
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1,875
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82
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1,957
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Total
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1,384,177
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502,622
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1,886,799
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(1)
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For purposes of this table, we have defined metallurgical coal reserves as reserves located in seams that historically have been of sufficient quality and characteristics to be able to be used in the steel making process. Some of the reserves in the metallurgical category can also be used as thermal coal.
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Sulfur Content
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Typical Quality
(1)
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|||||||||||||||
(Tons in thousands)
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Compliance Coal
(2)
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Low
(<1.0%)
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Medium
(1.0%
to
1.5%)
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High
(>1.5%)
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Total
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Heat
Content
(Btu per
pound)
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Sulfur
(%)
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|||||||
Appalachia Basin
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Northern
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46,647
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46,847
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905
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321,815
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369,567
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12,873
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2.89
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Central
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453,122
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671,508
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244,489
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46,329
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962,326
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13,232
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0.90
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Southern
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44,903
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49,518
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27,175
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2,590
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79,283
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13,408
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0.96
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Total Appalachia Basin
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544,672
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767,873
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272,569
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370,734
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1,411,176
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13,148
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1.43
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Illinois Basin
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—
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—
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2,152
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304,924
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307,076
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11,474
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3.29
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Northern Powder River Basin
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—
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166,590
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—
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—
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166,590
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8,800
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0.65
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Gulf Coast
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82
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1,957
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—
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—
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1,957
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6,964
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0.69
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Total
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544,754
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936,420
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274,721
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675,658
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1,886,799
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(1)
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Unless otherwise indicated, the coal quality information in this Annual Report and on the Form 10-K is reported on an as-received basis with an assumed moisture of 6% for Appalachian reserves, and site specific moisture values for Illinois (typically 12% moisture) and Northern Powder River Basin (typically 25% moisture).
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(2)
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Compliance coal, when burned, emits less than 1.2 pounds of sulfur dioxide per million Btu and meets the sulfur dioxide emission standards imposed by Phase II of the Clean Air Act without blending with other coals or using sulfur dioxide reduction technologies. Compliance coal is a subset of low sulfur coal and is, therefore, also reported within the amounts for low sulfur coal.
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Type of Coal
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(Tons in thousands)
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Thermal
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Metallurgical
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Total
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Appalachia Basin
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Northern
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2,152
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1,035
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3,187
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Central
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2,986
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12,011
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14,997
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Southern
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284
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1,426
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1,710
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Total Appalachia Basin
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5,422
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14,472
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19,894
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Illinois Basin
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2,739
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—
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2,739
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Northern Powder River Basin
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4,313
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—
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4,313
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Total
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12,474
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14,472
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26,946
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Region
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Property/Lease Name
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Operator
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Coal Type
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2018 Production (Millions of Tons)
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Appalachia Basin
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Northern
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Hibbs Run
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Murray Energy Corporation
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Thermal
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1.5
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Northern
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Mettiki Coal
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Alliance Resource Partners
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Met/Thermal
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1.1
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Northern
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Carter Roag
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Metinvest
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Met
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0.4
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Central
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Contura-CAPP (VA)
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Contura Energy, Inc.
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Met
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3.3
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Central
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Blackjewel-Lynch
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Blackjewel LLC
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Met/Thermal
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2.3
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Central
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Coal Mountain
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CM Energy Properties, LP and Ramaco Resources, Inc.
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Met/Thermal
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2.2
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Central
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Aracoma
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Contura Energy, Inc.
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Met/Thermal
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1.7
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Central
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Pinnacle
(1)
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Mission Coal, LLC
(2)
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Met
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1.1
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Central
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Kepler
|
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Contura Energy, Inc.
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Met
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0.5
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Central
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Greenbrier Minerals
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Coronado Coal
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Met
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0.4
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Central
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South Fork Coal
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Xinergy Corp.
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Met
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0.2
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Southern
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Oak Grove
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Mission Coal, LLC
(2)
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Met
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1.4
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Illinois Basin
|
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Macoupin
|
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Foresight Energy LP
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Thermal
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2.0
|
Illinois Basin
|
|
Williamson
|
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Foresight Energy LP
|
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Thermal
|
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0.4
|
Illinois Basin
|
|
Hillsboro
|
|
Foresight Energy LP
|
|
Thermal
|
|
—
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Northern Powder River Basin
|
|
Western Energy
|
|
Westmoreland Coal Company
(2)
|
|
Thermal
|
|
4.3
|
|
|
|
|
|
(1)
|
Pinnacle property is currently closed and not producing.
|
(2)
|
Operator currently in bankruptcy.
|
•
|
approximately 300,000 gross acres of oil and natural gas mineral rights primarily in Louisiana, of which over 53,000 acres were leased as of
December 31, 2018
;
|
•
|
approximately 50 million tons of aggregates reserves primarily located in North Carolina, Arkansas and South Carolina and approximately 6 million tons of override royalty interest in South Carolina and Georgia;
|
•
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approximately 95,000 net mineral acres of coal rights (primarily lignite and some bituminous coal) in the Gulf Coast region, of which approximately 5,600 acres are leased in Louisiana, Mississippi and Texas;
|
•
|
an overriding royalty interest of 1% (net) on approximately 25,000 mineral acres in Louisiana;
|
•
|
copper rights in Michigan’s Upper Peninsula that are subject to a development agreement with a copper development company; and
|
•
|
various other mineral rights including coalbed methane, metals, aggregates, water and geothermal, in several states throughout the United States.
|
•
|
require us to meet certain leverage and interest coverage ratios;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities and could limit our flexibility in planning for or reacting to changes in our business and the industries in which we operate;
|
•
|
increase our vulnerability to economic downturns and adverse developments in our business;
|
•
|
limit our ability to access the bank and capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;
|
•
|
place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;
|
•
|
place us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness;
|
•
|
make it more difficult for us to satisfy our obligations under our debt agreements and increase the risk that we may default on our debt obligations; and
|
•
|
limit management’s discretion in operating our business.
|
•
|
the supply of and demand for domestic and foreign coal;
|
•
|
domestic and foreign governmental regulations and taxes;
|
•
|
changes in fuel consumption patterns of electric power generators;
|
•
|
the price and availability of alternative fuels, especially natural gas;
|
•
|
global economic conditions, including the strength of the U.S. dollar relative to other currencies;
|
•
|
global and domestic demand for steel;
|
•
|
tariff rates on imports and trade disputes, particularly involving the United States and China;
|
•
|
the availability of, proximity to and capacity of transportation networks and facilities;
|
•
|
weather conditions; and
|
•
|
the effect of worldwide energy conservation measures.
|
•
|
difficulties or delays in acquiring necessary permits or mining or surface rights;
|
•
|
reclamation costs and bonding costs;
|
•
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changes or variations in geologic conditions, such as the thickness of the mineral deposits and the amount of rock embedded in or overlying the mineral deposit;
|
•
|
mining and processing equipment failures and unexpected maintenance problems;
|
•
|
the availability of equipment or parts and increased costs related thereto;
|
•
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the availability of transportation networks and facilities and interruptions due to transportation delays;
|
•
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adverse weather and natural disasters, such as heavy rains and flooding;
|
•
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labor-related interruptions and trained personnel shortages; and
|
•
|
mine safety incidents or accidents, including hazardous conditions, roof falls, fires and explosions.
|
•
|
the payment of minimum royalties;
|
•
|
marketing of the minerals mined;
|
•
|
mine plans, including the amount to be mined and the method and timing of mining activities;
|
•
|
processing and blending minerals;
|
•
|
expansion plans and capital expenditures;
|
•
|
credit risk of their customers;
|
•
|
permitting;
|
•
|
insurance and surety bonding;
|
•
|
acquisition of surface rights and other mineral estates;
|
•
|
employee wages;
|
•
|
transportation arrangements;
|
•
|
compliance with applicable laws, including environmental laws; and
|
•
|
mine closure and reclamation.
|
•
|
future prices, operating costs, capital expenditures, severance and excise taxes, and development and reclamation costs;
|
•
|
production levels;
|
•
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future technology improvements;
|
•
|
the effects of regulation by governmental agencies; and
|
•
|
geologic and mining conditions, which may not be fully identified by available exploration data.
|
•
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generally, if a person (other than the holders of preferred units) acquires 20% or more of any class of units then outstanding other than from our general partner or its affiliates, the units owned by such person cannot be voted on any matter; and
|
•
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our partnership agreement contains limitations upon the ability of unitholders to call meetings or to acquire information about our operations, as well as other limitations upon the unitholders’ ability to influence the manner or direction of management.
|
•
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an existing unitholder’s proportionate ownership interest in NRP will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease; and
|
•
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the relative voting strength of each previously outstanding unit may be diminished; and the market price of the common units may decline.
|
•
|
an existing unitholder’s proportionate ownership interest in NRP will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease; and
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and the market price of the common units may decline.
|
•
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We do not have any employees and we rely solely on employees of affiliates of the general partner;
|
•
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under our partnership agreement, we reimburse the general partner for the costs of managing and for operating the partnership;
|
•
|
the amount of cash expenditures, borrowings and reserves in any quarter may affect cash available to pay quarterly distributions to unitholders;
|
•
|
the general partner tries to avoid being liable for partnership obligations. The general partner is permitted to protect its assets in this manner by our partnership agreement. Under our partnership agreement the general partner would not breach its fiduciary duty by avoiding liability for partnership obligations even if we can obtain more favorable terms without limiting the general partner’s liability;
|
•
|
under our partnership agreement, the general partner may pay its affiliates for any services rendered on terms fair and reasonable to us. The general partner may also enter into additional contracts with any of its affiliates on behalf of us. Agreements or contracts between us and our general partner (and its affiliates) are not necessarily the result of arm’s-length negotiations; and
|
•
|
the general partner would not breach our partnership agreement by exercising its call rights to purchase limited partnership interests or by assigning its call rights to one of its affiliates or to us.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
727,208
(1)
|
|
Equity compensation plans not approved by security holders
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
|
—
|
|
|
—
|
|
|
727,208
|
|
|
|
|
|
|
(1)
|
As of December 31, 2018, 55,329 unvested phantom units were outstanding under the plan. The phantom units convert into common units upon vesting on a one-for-one basis.
|
|
For the Years Ended December 31,
|
||||||||||||||||||
(In thousands, except per unit data)
|
2018
(1) (2)
|
|
2017
(2)
|
|
2016
(2)
|
|
2015
(2)
|
|
2014
(2)
|
||||||||||
Total revenues and other income
|
$
|
278,512
|
|
|
$
|
246,325
|
|
|
$
|
279,244
|
|
|
$
|
300,635
|
|
|
$
|
308,867
|
|
Asset impairments
|
$
|
18,280
|
|
|
$
|
2,967
|
|
|
$
|
15,861
|
|
|
$
|
378,327
|
|
|
$
|
26,209
|
|
Income (loss) from operations
|
$
|
192,538
|
|
|
$
|
176,559
|
|
|
$
|
181,157
|
|
|
$
|
(170,699
|
)
|
|
$
|
176,108
|
|
Net income (loss) from continuing operations
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
|
$
|
(260,443
|
)
|
|
$
|
96,681
|
|
Net income from continuing operations excluding impairments
|
$
|
140,640
|
|
|
$
|
85,452
|
|
|
$
|
106,487
|
|
|
$
|
117,884
|
|
|
$
|
122,890
|
|
Net income (loss) from discontinued operations
|
$
|
17,687
|
|
|
$
|
6,182
|
|
|
$
|
6,266
|
|
|
$
|
(311,277
|
)
|
|
$
|
12,149
|
|
Net income (loss)
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
|
$
|
(571,720
|
)
|
|
$
|
108,830
|
|
Per common unit amounts (basic)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
7.35
|
|
|
$
|
4.57
|
|
|
$
|
7.28
|
|
|
$
|
(20.80
|
)
|
|
$
|
8.37
|
|
Net income (loss) from discontinued operations
|
$
|
1.42
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
(24.94
|
)
|
|
$
|
1.05
|
|
Net income (loss)
|
$
|
8.77
|
|
|
$
|
5.06
|
|
|
$
|
7.78
|
|
|
$
|
(45.75
|
)
|
|
$
|
9.42
|
|
Per common unit amounts (diluted)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
5.90
|
|
|
$
|
3.68
|
|
|
$
|
7.28
|
|
|
$
|
(20.80
|
)
|
|
$
|
8.37
|
|
Net income (loss) from discontinued operations
|
$
|
0.86
|
|
|
$
|
0.28
|
|
|
$
|
0.50
|
|
|
$
|
(24.94
|
)
|
|
$
|
1.05
|
|
Net income (loss)
|
$
|
6.76
|
|
|
$
|
3.96
|
|
|
$
|
7.78
|
|
|
$
|
(45.75
|
)
|
|
$
|
9.42
|
|
Distributions paid per common unit
|
$
|
1.80
|
|
|
$
|
1.80
|
|
|
$
|
1.80
|
|
|
$
|
2.70
|
|
|
$
|
14.00
|
|
Average number of common units outstanding - basic
|
12,244
|
|
|
12,232
|
|
|
12,232
|
|
|
12,232
|
|
|
11,326
|
|
|||||
Average number of common units outstanding - diluted
|
20,234
|
|
|
21,950
|
|
|
12,232
|
|
|
12,232
|
|
|
11,326
|
|
|||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities of continuing operations
|
$
|
178,282
|
|
|
$
|
112,151
|
|
|
$
|
80,243
|
|
|
$
|
144,907
|
|
|
$
|
189,418
|
|
Investing activities of continuing operations
|
$
|
7,607
|
|
|
$
|
9,807
|
|
|
$
|
65,057
|
|
|
$
|
15,805
|
|
|
$
|
1,566
|
|
Financing activities of continuing operations
|
$
|
(6,839
|
)
|
|
$
|
(134,149
|
)
|
|
$
|
(146,373
|
)
|
|
$
|
(166,443
|
)
|
|
$
|
(237,314
|
)
|
Distributable cash flow
(3)
|
$
|
383,980
|
|
|
$
|
121,958
|
|
|
$
|
255,172
|
|
|
$
|
157,815
|
|
|
$
|
195,045
|
|
Free cash flow
(3)
|
$
|
183,440
|
|
|
$
|
121,324
|
|
|
$
|
75,970
|
|
|
$
|
144,210
|
|
|
$
|
193,665
|
|
Adjusted EBITDA
(3)
|
$
|
230,241
|
|
|
$
|
211,483
|
|
|
$
|
235,273
|
|
|
$
|
240,553
|
|
|
$
|
260,447
|
|
Cash, cash equivalents and restricted cash
|
$
|
206,030
|
|
|
$
|
26,980
|
|
|
$
|
39,171
|
|
|
$
|
40,244
|
|
|
$
|
45,975
|
|
Total assets
|
$
|
1,341,647
|
|
|
$
|
1,389,164
|
|
|
$
|
1,448,649
|
|
|
$
|
1,674,865
|
|
|
$
|
2,431,549
|
|
Current portion of long-term debt, net
|
$
|
115,184
|
|
|
$
|
79,740
|
|
|
$
|
140,037
|
|
|
$
|
80,745
|
|
|
$
|
80,745
|
|
Long-term debt, net
|
$
|
557,574
|
|
|
$
|
729,608
|
|
|
$
|
990,234
|
|
|
$
|
1,130,696
|
|
|
$
|
1,190,558
|
|
Class A Convertible Preferred Units
|
$
|
164,587
|
|
|
$
|
173,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Partners’ capital
|
$
|
423,481
|
|
|
$
|
265,211
|
|
|
$
|
151,530
|
|
|
$
|
76,336
|
|
|
$
|
720,155
|
|
|
|
|
|
|
(1)
|
On January 1, 2018, NRP adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, and all the related amendments (the “new revenue standard” and "ASC 606") to all open contracts using the modified retrospective method. NRP recognized a
$70.5 million
cumulative effect of adoption adjustment in the opening balance of partners' capital on January 1, 2018. Comparative information has not been restated and continues to be reported under the standards in effect for those periods. Refer to "
Item 8. Financial Statements and Supplementary Schedules—Note 2. Summary of Significant Accounting Policies
" and "
Item 8. Financial Statements and Supplementary Schedules—Note 3. Revenue from Contracts with Customers
" in this Annual Report on Form 10-K for more information.
|
(2)
|
In December 2018, we sold our construction aggregates materials business and have classified the assets and liabilities, operating results and cash flows of the construction aggregates business as discontinued operations for all periods presented. Refer to "
Item 8. Financial Statements and Supplementary Schedules—Note 4. Discontinued Operations
" in this Annual Report on Form 10-K for more information.
|
(3)
|
See "—Non-GAAP Financial Measures" below.
|
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
178,282
|
|
|
$
|
112,151
|
|
|
$
|
80,243
|
|
|
$
|
144,907
|
|
|
$
|
189,418
|
|
Add: distributions from unconsolidated investment in excess of cumulative earnings
|
2,097
|
|
|
5,646
|
|
|
—
|
|
|
—
|
|
|
3,633
|
|
|||||
Add: proceeds from sale of assets
|
2,449
|
|
|
1,151
|
|
|
62,117
|
|
|
13,605
|
|
|
1,380
|
|
|||||
Add: proceeds from sale of discontinued operations
|
198,091
|
|
|
—
|
|
|
109,872
|
|
|
—
|
|
|
—
|
|
|||||
Add: return of long-term contract receivables (including affiliates)
|
3,061
|
|
|
3,010
|
|
|
2,968
|
|
|
2,463
|
|
|
1,904
|
|
|||||
Less: maintenance capital expenditures
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(416
|
)
|
|
(316
|
)
|
|||||
Less: distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,744
|
)
|
|
(974
|
)
|
|||||
Distributable cash flow
|
$
|
383,980
|
|
|
$
|
121,958
|
|
|
$
|
255,172
|
|
|
$
|
157,815
|
|
|
$
|
195,045
|
|
Less: proceeds from sale of assets
|
(2,449
|
)
|
|
(1,151
|
)
|
|
(62,117
|
)
|
|
(13,605
|
)
|
|
(1,380
|
)
|
|||||
Less: proceeds from sale of discontinued operations
|
(198,091
|
)
|
|
—
|
|
|
(109,872
|
)
|
|
—
|
|
|
—
|
|
|||||
Less: acquisition costs classified as financing activities
|
—
|
|
|
517
|
|
|
(7,213
|
)
|
|
—
|
|
|
—
|
|
|||||
Free cash flow
|
$
|
183,440
|
|
|
$
|
121,324
|
|
|
$
|
75,970
|
|
|
$
|
144,210
|
|
|
$
|
193,665
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net income (loss) from continuing operations
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
|
$
|
(260,443
|
)
|
|
$
|
96,681
|
|
Less: equity earnings from unconsolidated investment
|
(48,306
|
)
|
|
(40,457
|
)
|
|
(40,061
|
)
|
|
(49,918
|
)
|
|
(41,416
|
)
|
|||||
Less: net income attributable to non-controlling interest
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: gain on reverse swap
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,290
|
)
|
|
(5,690
|
)
|
|||||
Add: total distributions from unconsolidated investment
|
46,550
|
|
|
49,000
|
|
|
46,550
|
|
|
46,795
|
|
|
46,638
|
|
|||||
Add: interest expense, net
|
70,178
|
|
|
82,028
|
|
|
90,531
|
|
|
89,744
|
|
|
79,427
|
|
|||||
Add: debt modification expense
|
—
|
|
|
7,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: loss on extinguishment of debt
|
—
|
|
|
4,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: depreciation, depletion and amortization
|
21,689
|
|
|
23,414
|
|
|
31,766
|
|
|
45,338
|
|
|
58,598
|
|
|||||
Add: asset impairments
|
18,280
|
|
|
2,967
|
|
|
15,861
|
|
|
378,327
|
|
|
26,209
|
|
|||||
Adjusted EBITDA
|
$
|
230,241
|
|
|
$
|
211,483
|
|
|
$
|
235,273
|
|
|
$
|
240,553
|
|
|
$
|
260,447
|
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
(In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
Revenues and other income
|
|
$
|
230,206
|
|
|
$
|
48,306
|
|
|
$
|
—
|
|
|
$
|
278,512
|
|
Net income (loss) from continuing operations
|
|
$
|
160,728
|
|
|
$
|
48,306
|
|
|
$
|
(86,674
|
)
|
|
$
|
122,360
|
|
Adjusted EBITDA
(1)
|
|
$
|
200,187
|
|
|
$
|
46,550
|
|
|
$
|
(16,496
|
)
|
|
$
|
230,241
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
212,394
|
|
|
$
|
44,453
|
|
|
$
|
(78,565
|
)
|
|
$
|
178,282
|
|
Investing activities
|
|
$
|
5,510
|
|
|
$
|
2,097
|
|
|
$
|
—
|
|
|
$
|
7,607
|
|
Financing activities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,839
|
)
|
|
$
|
(6,839
|
)
|
Distributable cash flow
(1)
|
|
$
|
217,904
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
383,980
|
|
Free cash flow
(1)
|
|
$
|
215,455
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
183,440
|
|
|
|
|
|
|
(1)
|
See "
Item 6. Selected Financial Data
" for additional information regarding non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.
|
|
|
For the Year Ended December 31,
|
|
|
|
|
|||||||||
Operating Segment (In thousands)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||
Coal Royalty and Other
|
|
$
|
230,206
|
|
|
$
|
205,868
|
|
|
$
|
24,338
|
|
|
12
|
%
|
Soda Ash
|
|
48,306
|
|
|
40,457
|
|
|
7,849
|
|
|
19
|
%
|
|||
Total
|
|
$
|
278,512
|
|
|
$
|
246,325
|
|
|
$
|
32,187
|
|
|
13
|
%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percentage
Change
|
|||||||||
(In thousands, except per ton data)
|
2018
|
|
2017
|
|
||||||||||
Coal production (tons)
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
3,187
|
|
|
2,136
|
|
|
1,051
|
|
|
49
|
%
|
|||
Central
|
14,997
|
|
|
14,735
|
|
|
262
|
|
|
2
|
%
|
|||
Southern
|
1,710
|
|
|
2,256
|
|
|
(546
|
)
|
|
(24
|
)%
|
|||
Total Appalachia
|
19,894
|
|
|
19,127
|
|
|
767
|
|
|
4
|
%
|
|||
Illinois Basin
|
2,739
|
|
|
4,373
|
|
|
(1,634
|
)
|
|
(37
|
)%
|
|||
Northern Powder River Basin
|
4,313
|
|
|
4,386
|
|
|
(73
|
)
|
|
(2
|
)%
|
|||
Total coal production
|
26,946
|
|
|
27,886
|
|
|
(940
|
)
|
|
(3
|
)%
|
|||
Coal royalty revenue per ton
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
2.74
|
|
|
$
|
1.53
|
|
|
$
|
1.21
|
|
|
79
|
%
|
Central
|
5.62
|
|
|
5.12
|
|
|
0.50
|
|
|
10
|
%
|
|||
Southern
|
7.20
|
|
|
5.94
|
|
|
1.26
|
|
|
21
|
%
|
|||
Illinois Basin
|
4.63
|
|
|
3.88
|
|
|
0.75
|
|
|
19
|
%
|
|||
Northern Powder River Basin
|
2.65
|
|
|
2.65
|
|
|
—
|
|
|
—
|
%
|
|||
Combined average coal royalty revenue per ton
|
4.80
|
|
|
4.33
|
|
|
0.47
|
|
|
11
|
%
|
|||
Coal royalty revenues
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
8,719
|
|
|
$
|
3,271
|
|
|
$
|
5,448
|
|
|
167
|
%
|
Central
|
84,302
|
|
|
75,489
|
|
|
8,813
|
|
|
12
|
%
|
|||
Southern
|
12,312
|
|
|
13,399
|
|
|
(1,087
|
)
|
|
(8
|
)%
|
|||
Total Appalachia
|
105,333
|
|
|
92,159
|
|
|
13,174
|
|
|
14
|
%
|
|||
Illinois Basin
|
12,673
|
|
|
16,989
|
|
|
(4,316
|
)
|
|
(25
|
)%
|
|||
Northern Powder River Basin
|
11,445
|
|
|
11,642
|
|
|
(197
|
)
|
|
(2
|
)%
|
|||
Unadjusted coal royalty revenue
|
129,451
|
|
|
120,790
|
|
|
8,661
|
|
|
7
|
%
|
|||
Coal royalty adjustment for minimum leases
(1)
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
|
(100
|
)%
|
|||
Total coal royalty revenue
|
$
|
129,341
|
|
|
$
|
120,790
|
|
|
$
|
8,551
|
|
|
7
|
%
|
Other revenues
|
|
|
|
|
|
|
|
|||||||
Production lease minimum revenue
(1)(2)
|
$
|
8,207
|
|
|
$
|
30,822
|
|
|
$
|
(22,615
|
)
|
|
(73
|
)%
|
Minimum lease straight-line revenue
(1)
|
2,362
|
|
|
—
|
|
|
2,362
|
|
|
100
|
%
|
|||
Property tax revenue
|
5,422
|
|
|
5,124
|
|
|
298
|
|
|
6
|
%
|
|||
Wheelage revenue
|
6,484
|
|
|
4,734
|
|
|
1,750
|
|
|
37
|
%
|
|||
Coal overriding royalty revenue
|
13,878
|
|
|
9,836
|
|
|
4,042
|
|
|
41
|
%
|
|||
Lease modification fees
(1)
|
—
|
|
|
1,000
|
|
|
(1,000
|
)
|
|
(100
|
)%
|
|||
Aggregates royalty revenues
|
4,739
|
|
|
4,241
|
|
|
498
|
|
|
12
|
%
|
|||
Oil and gas royalty revenues
|
6,608
|
|
|
4,225
|
|
|
2,383
|
|
|
56
|
%
|
|||
Other
|
1,837
|
|
|
1,029
|
|
|
808
|
|
|
79
|
%
|
|||
Total other revenues
|
$
|
49,537
|
|
|
$
|
61,011
|
|
|
$
|
(11,474
|
)
|
|
(19
|
)%
|
Total Coal Royalty and Other revenues
|
$
|
178,878
|
|
|
$
|
181,801
|
|
|
$
|
(2,923
|
)
|
|
(2
|
)%
|
Transportation and processing services
|
23,887
|
|
|
20,522
|
|
|
3,365
|
|
|
16
|
%
|
|||
Total Coal Royalty and Other segment revenues
|
$
|
202,765
|
|
|
$
|
202,323
|
|
|
$
|
442
|
|
|
0.2
|
%
|
Gain on litigation settlement
|
25,000
|
|
|
—
|
|
|
25,000
|
|
|
100
|
%
|
|||
Gain on asset sales, net
|
2,441
|
|
|
3,545
|
|
|
(1,104
|
)
|
|
(31
|
)%
|
|||
Total Coal Royalty and Other segment revenues and other income
|
$
|
230,206
|
|
|
$
|
205,868
|
|
|
$
|
24,338
|
|
|
12
|
%
|
|
|
|
|
|
(1)
|
These line items were impacted by the adoption of the new revenue recognition standard effective January 1, 2018. The total impact of the adoption of this standard in the year ended
December 31, 2018
was a net decrease of
$55.6 million
in Coal Royalty and Other revenues. For more information on the overall impact of adoption of the new revenue recognition standard and changes to our revenue recognition policies as a result of this adoption, refer to
"Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies
to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
(2)
|
Production lease minimum revenue was
$30.8 million
in
2017
and included any expiration or forfeiture of minimums on all of our leases under ASC 605. Production lease minimum revenue was
$8.2 million
in 2018, including expired or forfeited minimums and breakage as a result of ASC 606. The
$22.6 million
decrease is primarily due to minimums expiring in 2018 that were included as breakage in the ASC 606 cumulative effect entry to Partners’ capital on January 1, 2018, rather than to production lease minimum revenue.
|
•
|
Appalachia: Coal royalty revenue increased
$13.2 million
as a result of higher metallurgical and thermal coal prices and higher metallurgical coal production as a result of increased demand primarily in Central and Northern Appalachia, partially offset by lower thermal coal production as a result of capital constraints and declining overall coal demand for certain of our lessees which limit their ability to increase production.
|
•
|
Illinois Basin: A
37%
decrease in production due to the temporary relocation of certain production off of NRP's coal reserves more than offset the
19%
increase in coal royalty price per ton on thermal coal and resulted in a
$4.3 million
decrease in coal royalty revenue. The decrease in coal royalty revenue was partially offset by a $4.2 million increase in overriding royalty revenue and wheelage primarily associated with the production of non-NRP coal.
|
|
|
For the Year Ended
December 31,
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
|
|||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Operating and maintenance expenses (including affiliates)
|
|
$
|
29,509
|
|
|
$
|
24,883
|
|
|
$
|
4,626
|
|
|
19
|
%
|
Depreciation, depletion and amortization (including affiliates)
|
|
21,689
|
|
|
23,414
|
|
|
(1,725
|
)
|
|
(7
|
)%
|
|||
General and administrative (including affiliates)
|
|
16,496
|
|
|
18,502
|
|
|
(2,006
|
)
|
|
(11
|
)%
|
|||
Asset impairments
|
|
18,280
|
|
|
2,967
|
|
|
15,313
|
|
|
516
|
%
|
|||
Total operating expenses
|
|
$
|
85,974
|
|
|
$
|
69,766
|
|
|
$
|
16,208
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
|
$
|
70,178
|
|
|
$
|
82,028
|
|
|
$
|
(11,850
|
)
|
|
(14
|
)%
|
Debt modification expense
|
|
—
|
|
|
7,939
|
|
|
(7,939
|
)
|
|
(100
|
)%
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
4,107
|
|
|
(4,107
|
)
|
|
(100
|
)%
|
|||
Total other expense, net
|
|
$
|
70,178
|
|
|
$
|
94,074
|
|
|
$
|
(23,896
|
)
|
|
(25
|
)%
|
•
|
Operating and maintenance expenses include costs to manage the Coal Royalty and Other segment and primarily consist of taxes, royalty, employee related and legal costs. These costs
increased
$4.6 million
primarily due to increased overriding royalty interest fees, legal costs and property taxes, partially offset by lower bad debt expense.
|
•
|
Depreciation, depletion and amortization ("DD&A") expense
decreased
$1.7 million
primarily due to a $3.0 million decrease in depletion expense as a result of lower coal production in the Illinois Basin, partially offset by a $1.3 million increase on amortization of intangible assets.
|
•
|
General and administrative ("G&A") expense
decreased
$2.0 million
primarily due to lower employee-related costs year-over-year.
|
•
|
Asset impairments
increased
$15.3 million
. Asset impairments in the year ended
December 31, 2018
primarily related to a
$13.0 million
impairment of an aggregates property that we own and lease to our former construction aggregates business, which mines, produces and sells the aggregates, in addition to
$5.3 million
of impairments related to certain of our coal properties. Asset impairments in the year ended
December 31, 2017
primarily consisted of certain coal, aggregates and timber properties.
|
•
|
Interest expense, net
decreased
$11.9 million
primarily due to lower debt balances in 2018 as a result of repayments of debt.
|
•
|
Debt modification expense was
$7.9 million
for the year ended
December 31, 2017
and related to costs incurred as a result of the exchange of $241 million of our 2018 Senior Notes for 2022 Senior Notes in March 2017.
|
•
|
Loss on extinguishment of debt was
$4.1 million
for the year ended
December 31, 2017
and related to the 4.563% premium paid to redeem the 2018 Senior Notes in April 2017.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
160,728
|
|
|
$
|
48,306
|
|
|
$
|
(86,674
|
)
|
|
$
|
122,360
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(48,306
|
)
|
|
—
|
|
|
(48,306
|
)
|
||||
Less: net income attributable to non-controlling interest
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
||||
Add: total distributions from unconsolidated investment
|
|
—
|
|
|
46,550
|
|
|
—
|
|
|
46,550
|
|
||||
Add: interest expense, net
|
|
—
|
|
|
—
|
|
|
70,178
|
|
|
70,178
|
|
||||
Add: depreciation, depletion and amortization
|
|
21,689
|
|
|
—
|
|
|
—
|
|
|
21,689
|
|
||||
Add: asset impairments
|
|
18,280
|
|
|
—
|
|
|
—
|
|
|
18,280
|
|
||||
Adjusted EBITDA
|
|
$
|
200,187
|
|
|
$
|
46,550
|
|
|
$
|
(16,496
|
)
|
|
$
|
230,241
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
154,604
|
|
|
$
|
40,457
|
|
|
$
|
(112,576
|
)
|
|
$
|
82,485
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(40,457
|
)
|
|
—
|
|
|
(40,457
|
)
|
||||
Add: total distributions from unconsolidated investment
|
|
—
|
|
|
49,000
|
|
|
—
|
|
|
49,000
|
|
||||
Add: interest expense, net
|
|
—
|
|
|
—
|
|
|
82,028
|
|
|
82,028
|
|
||||
Add: debt modification expense
|
|
—
|
|
|
—
|
|
|
7,939
|
|
|
7,939
|
|
||||
Add: loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
4,107
|
|
|
4,107
|
|
||||
Add: depreciation, depletion and amortization
|
|
23,414
|
|
|
—
|
|
|
—
|
|
|
23,414
|
|
||||
Add: asset impairments
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
2,967
|
|
||||
Adjusted EBITDA
|
|
$
|
180,985
|
|
|
$
|
49,000
|
|
|
$
|
(18,502
|
)
|
|
$
|
211,483
|
|
•
|
Coal Royalty and Other segment Adjusted EBITDA
increased
$19.2 million
primarily as a result of the increase in revenues and other income as discussed above, partially offset by increased operating and maintenance expenses as discussed above.
|
•
|
Soda Ash segment Adjusted EBITDA
decreased
$2.5 million
as a result of lower cash distributions received from Ciner Wyoming during the year ended
December 31, 2018
.
|
•
|
Corporate and financing Adjusted EBITDA
increased
$2.0 million
as a result of the decrease in G&A costs as discussed above.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
212,394
|
|
|
$
|
44,453
|
|
|
$
|
(78,565
|
)
|
|
$
|
178,282
|
|
Investing activities
|
|
5,510
|
|
|
2,097
|
|
|
—
|
|
|
7,607
|
|
||||
Financing activities
|
|
—
|
|
|
—
|
|
|
(6,839
|
)
|
|
(6,839
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
166,138
|
|
|
$
|
43,354
|
|
|
$
|
(97,341
|
)
|
|
$
|
112,151
|
|
Investing activities
|
|
4,161
|
|
|
5,646
|
|
|
—
|
|
|
9,807
|
|
||||
Financing activities
|
|
517
|
|
|
—
|
|
|
(134,666
|
)
|
|
(134,149
|
)
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
212,394
|
|
|
$
|
44,453
|
|
|
$
|
(78,565
|
)
|
|
$
|
178,282
|
|
Add: distributions from unconsolidated investment in excess of cumulative earnings
|
|
—
|
|
|
2,097
|
|
|
—
|
|
|
2,097
|
|
||||
Add: proceeds from sale of assets
|
|
2,449
|
|
|
—
|
|
|
—
|
|
|
2,449
|
|
||||
Add: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,091
|
|
||||
Add: return of long-term contract receivables
|
|
3,061
|
|
|
—
|
|
|
—
|
|
|
3,061
|
|
||||
Distributable cash flow
|
|
$
|
217,904
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
383,980
|
|
Less: proceeds from sale of assets
|
|
(2,449
|
)
|
|
—
|
|
|
—
|
|
|
(2,449
|
)
|
||||
Less: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198,091
|
)
|
||||
Free cash flow
|
|
$
|
215,455
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
183,440
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
166,138
|
|
|
$
|
43,354
|
|
|
$
|
(97,341
|
)
|
|
$
|
112,151
|
|
Add: distributions from unconsolidated investment in excess of cumulative earnings
|
|
—
|
|
|
5,646
|
|
|
—
|
|
|
5,646
|
|
||||
Add: proceeds from sale of assets
|
|
1,151
|
|
|
—
|
|
|
—
|
|
|
1,151
|
|
||||
Add: return of long-term contract receivables (including affiliates)
|
|
3,010
|
|
|
—
|
|
|
—
|
|
|
3,010
|
|
||||
Distributable cash flow
|
|
$
|
170,299
|
|
|
$
|
49,000
|
|
|
$
|
(97,341
|
)
|
|
$
|
121,958
|
|
Less: proceeds from sale of assets
|
|
(1,151
|
)
|
|
—
|
|
|
—
|
|
|
(1,151
|
)
|
||||
Less: acquisition costs classified as financing activities
|
|
517
|
|
|
—
|
|
|
—
|
|
|
517
|
|
||||
Free cash flow
|
|
$
|
169,665
|
|
|
$
|
49,000
|
|
|
$
|
(97,341
|
)
|
|
$
|
121,324
|
|
•
|
Coal Royalty and Other segment DCF and FCF
increased
$47.6 million
and
$45.8 million
, respectively, primarily due to a one-time $25 million payment we received from Foresight Energy to settle the Hillsboro lawsuit in addition to increased cash from coal royalties as a result of higher metallurgical prices and production and increased cash from other revenues.
|
•
|
Soda Ash segment DCF and FCF
decreased
$2.5 million
as a result of lower cash distributions received from Ciner Wyoming during the year ended
December 31, 2018
.
|
•
|
Corporate and Financing DCF and FCF
increased
$18.8 million
primarily as a result of lower performance-based award payments and lower cash paid for interest year-over-year.
|
|
|
For the Year Ended December 31,
|
|
|
|
|
|||||||||
Operating Segment (In thousands)
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||
Coal Royalty and Other
|
|
$
|
205,868
|
|
|
$
|
239,183
|
|
|
$
|
(33,315
|
)
|
|
(14
|
)%
|
Soda Ash
|
|
40,457
|
|
|
40,061
|
|
|
396
|
|
|
1
|
%
|
|||
Total
|
|
$
|
246,325
|
|
|
$
|
279,244
|
|
|
$
|
(32,919
|
)
|
|
(12
|
)%
|
|
For the Year Ended
December 31,
|
|
Increase
(Decrease)
|
|
Percentage
Change
|
|||||||||
(In thousands, except per ton data)
|
2017
|
|
2016
|
|
||||||||||
Coal production (tons)
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
2,136
|
|
|
2,312
|
|
|
(176
|
)
|
|
(8
|
)%
|
|||
Central
|
14,735
|
|
|
13,222
|
|
|
1,513
|
|
|
11
|
%
|
|||
Southern
|
2,256
|
|
|
2,776
|
|
|
(520
|
)
|
|
(19
|
)%
|
|||
Total Appalachia
|
19,127
|
|
|
18,310
|
|
|
817
|
|
|
4
|
%
|
|||
Illinois Basin
|
4,373
|
|
|
8,116
|
|
|
(3,743
|
)
|
|
(46
|
)%
|
|||
Northern Powder River Basin
|
4,386
|
|
|
3,781
|
|
|
605
|
|
|
16
|
%
|
|||
Gulf Coast
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(100
|
)%
|
|||
Total coal production
|
27,886
|
|
|
30,207
|
|
|
(2,321
|
)
|
|
(8
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenue per ton
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
1.53
|
|
|
$
|
1.15
|
|
|
$
|
0.38
|
|
|
33
|
%
|
Central
|
5.12
|
|
|
3.64
|
|
|
1.48
|
|
|
41
|
%
|
|||
Southern
|
5.94
|
|
|
3.84
|
|
|
2.10
|
|
|
55
|
%
|
|||
Illinois Basin
|
3.88
|
|
|
3.66
|
|
|
0.22
|
|
|
6
|
%
|
|||
Northern Powder River Basin
|
2.65
|
|
|
2.81
|
|
|
(0.16
|
)
|
|
(6
|
)%
|
|||
Gulf Coast
|
—
|
|
|
3.28
|
|
|
(3.28
|
)
|
|
(100
|
)%
|
|||
Combined average coal royalty revenue per ton
|
4.33
|
|
|
3.37
|
|
|
0.96
|
|
|
28
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenues
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
3,271
|
|
|
$
|
2,667
|
|
|
$
|
604
|
|
|
23
|
%
|
Central
|
75,489
|
|
|
48,119
|
|
|
27,370
|
|
|
57
|
%
|
|||
Southern
|
13,399
|
|
|
10,660
|
|
|
2,739
|
|
|
26
|
%
|
|||
Total Appalachia
|
92,159
|
|
|
61,446
|
|
|
30,713
|
|
|
50
|
%
|
|||
Illinois Basin
|
16,989
|
|
|
29,680
|
|
|
(12,691
|
)
|
|
(43
|
)%
|
|||
Northern Powder River Basin
|
11,642
|
|
|
10,637
|
|
|
1,005
|
|
|
9
|
%
|
|||
Gulf Coast
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100
|
)%
|
|||
Total coal royalty revenue
|
$
|
120,790
|
|
|
$
|
101,764
|
|
|
$
|
19,026
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|||||||
Other revenues
|
|
|
|
|
|
|
|
|||||||
Minimums recognized as revenue
|
$
|
30,822
|
|
|
$
|
64,591
|
|
|
$
|
(33,769
|
)
|
|
(52
|
)%
|
Property tax revenue
|
5,124
|
|
|
10,457
|
|
|
(5,333
|
)
|
|
(51
|
)%
|
|||
Wheelage revenue
|
4,734
|
|
|
2,374
|
|
|
2,360
|
|
|
99
|
%
|
|||
Coal overriding royalty revenue
|
9,836
|
|
|
2,281
|
|
|
7,555
|
|
|
331
|
%
|
|||
Lease modification fees
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
100
|
%
|
|||
Aggregates royalty revenues
|
4,241
|
|
|
3,163
|
|
|
1,078
|
|
|
34
|
%
|
|||
Oil and gas royalty revenues
|
4,225
|
|
|
3,537
|
|
|
688
|
|
|
19
|
%
|
|||
Other
|
1,029
|
|
|
2,612
|
|
|
(1,583
|
)
|
|
(61
|
)%
|
|||
Total other revenues
|
$
|
61,011
|
|
|
$
|
89,015
|
|
|
$
|
(28,004
|
)
|
|
(31
|
)%
|
Coal Royalty and Other revenues
|
$
|
181,801
|
|
|
$
|
190,779
|
|
|
$
|
(8,978
|
)
|
|
(5
|
)%
|
Transportation and processing services
|
20,522
|
|
|
19,336
|
|
|
1,186
|
|
|
6
|
%
|
|||
Total Coal Royalty and Other segment revenues
|
$
|
202,323
|
|
|
$
|
210,115
|
|
|
$
|
(7,792
|
)
|
|
(4
|
)%
|
Gain on asset sales, net
|
3,545
|
|
|
29,068
|
|
|
(25,523
|
)
|
|
(88
|
)%
|
|||
Total Coal Royalty and Other segment revenues and other income
|
$
|
205,868
|
|
|
$
|
239,183
|
|
|
$
|
(33,315
|
)
|
|
(14
|
)%
|
•
|
Appalachia: Coal royalty revenue increased
$30.7 million
as a result of increased metallurgical prices and production.
|
•
|
Illinois basin: Lower production partially offset by higher royalty revenue per ton led to a $12.7 million decrease in coal royalty revenue. The decreased production was primarily as a result of the temporary relocation of certain production off NRP's coal reserves, which resulted in a $7.5 million increase in coal overriding royalty revenue and wheelage associated with the production of non-NRP coal.
|
|
|
For the Year Ended
December 31,
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
|
|||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Operating and maintenance expenses (including affiliates)
|
|
$
|
24,883
|
|
|
$
|
29,890
|
|
|
$
|
(5,007
|
)
|
|
(17
|
)%
|
Depreciation, depletion and amortization (including affiliates)
|
|
23,414
|
|
|
31,766
|
|
|
(8,352
|
)
|
|
(26
|
)%
|
|||
General and administrative (including affiliates)
|
|
18,502
|
|
|
20,570
|
|
|
(2,068
|
)
|
|
(10
|
)%
|
|||
Asset impairments
|
|
2,967
|
|
|
15,861
|
|
|
(12,894
|
)
|
|
(81
|
)%
|
|||
Total operating expenses
|
|
$
|
69,766
|
|
|
$
|
98,087
|
|
|
$
|
(28,321
|
)
|
|
(29
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net (including affiliates)
|
|
$
|
82,028
|
|
|
$
|
90,531
|
|
|
$
|
(8,503
|
)
|
|
(9
|
)%
|
Debt modification expense
|
|
7,939
|
|
|
—
|
|
|
7,939
|
|
|
100
|
%
|
|||
Loss on extinguishment of debt
|
|
4,107
|
|
|
—
|
|
|
4,107
|
|
|
100
|
%
|
|||
Total other expense, net
|
|
$
|
94,074
|
|
|
$
|
90,531
|
|
|
$
|
3,543
|
|
|
4
|
%
|
•
|
Operating and maintenance expenses decreased $5.0 million primarily due to $5.8 million lower property tax expense as a result of lower property tax rates and property tax values primarily in Kentucky and West Virginia and lower employee related costs.
|
•
|
DD&A expense decreased
$8.4 million
driven primarily by lower coal production in the Illinois Basin.
|
•
|
G&A expense decreased $2.1 million primarily due to decreased legal, consulting and advisory fees incurred in 2016 as a result of the recapitalization transactions completed in March 2017.
|
•
|
Asset impairments decreased
$12.9 million
. Asset impairments in the year ended December 31, 2017 primarily consisted of certain coal, aggregates and timber properties and asset impairments in the year ended December 31, 2016 primarily consisted of certain coal and aggregates properties.
|
•
|
Interest expense, net decreased
$8.5 million
primarily related to lower debt balances during 2017 as a result of the recapitalization transactions entered into in March 2017.
|
•
|
Debt modification expense was $7.9 million for the year ended December 31, 2017 and related to costs incurred as a result of the exchange of $241 million of our 2018 Senior Notes for 2022 Senior Notes in March 2017.
|
•
|
Loss on extinguishment of debt was $4.1 million for the year ended December 31, 2017 and related to the 4.563% premium paid to redeem the 2018 Senior Notes in April 2017.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
154,604
|
|
|
$
|
40,457
|
|
|
$
|
(112,576
|
)
|
|
$
|
82,485
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(40,457
|
)
|
|
—
|
|
|
(40,457
|
)
|
||||
Add: total distributions from unconsolidated investment
|
|
—
|
|
|
49,000
|
|
|
—
|
|
|
49,000
|
|
||||
Add: interest expense, net
|
|
—
|
|
|
—
|
|
|
82,028
|
|
|
82,028
|
|
||||
Add: debt modification expense
|
|
—
|
|
|
—
|
|
|
7,939
|
|
|
7,939
|
|
||||
Add: loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
4,107
|
|
|
4,107
|
|
||||
Add: depreciation, depletion and amortization
|
|
23,414
|
|
|
—
|
|
|
—
|
|
|
23,414
|
|
||||
Add: asset impairments
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
2,967
|
|
||||
Adjusted EBITDA
|
|
$
|
180,985
|
|
|
$
|
49,000
|
|
|
$
|
(18,502
|
)
|
|
$
|
211,483
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
161,666
|
|
|
$
|
40,061
|
|
|
$
|
(111,101
|
)
|
|
$
|
90,626
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(40,061
|
)
|
|
—
|
|
|
(40,061
|
)
|
||||
Add: total distributions from unconsolidated investment
|
|
—
|
|
|
46,550
|
|
|
—
|
|
|
46,550
|
|
||||
Add: interest expense, net
|
|
—
|
|
|
—
|
|
|
90,531
|
|
|
90,531
|
|
||||
Add: depreciation, depletion and amortization
|
|
31,766
|
|
|
—
|
|
|
—
|
|
|
31,766
|
|
||||
Add: asset impairments
|
|
15,861
|
|
|
—
|
|
|
—
|
|
|
15,861
|
|
||||
Adjusted EBITDA
|
|
$
|
209,293
|
|
|
$
|
46,550
|
|
|
$
|
(20,570
|
)
|
|
$
|
235,273
|
|
•
|
Coal Royalty and Other segment Adjusted EBITDA decreased $28.3 million. While performance of our coal-related assets improved as described above, the prior year amount included $40.5 million of revenue resulting from one-time lease modifications and $25.5 million higher gains on asset sales, net.
|
•
|
Soda Ash segment Adjusted EBITDA increased $2.5 million as a result of increased cash distributions received in the year ended December 31, 2017.
|
•
|
Corporate and financing Adjusted EBITDA increased $2.1 million primarily due to legal and consulting fees related to the recapitalization activities incurred in 2016.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
166,138
|
|
|
$
|
43,354
|
|
|
$
|
(97,341
|
)
|
|
$
|
112,151
|
|
Investing activities
|
|
4,161
|
|
|
5,646
|
|
|
—
|
|
|
9,807
|
|
||||
Financing activities
|
|
517
|
|
|
—
|
|
|
(134,666
|
)
|
|
(134,149
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
134,490
|
|
|
$
|
46,550
|
|
|
$
|
(100,797
|
)
|
|
$
|
80,243
|
|
Investing activities
|
|
65,057
|
|
|
—
|
|
|
—
|
|
|
65,057
|
|
||||
Financing activities
|
|
16
|
|
|
(7,229
|
)
|
|
(139,160
|
)
|
|
(146,373
|
)
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
166,138
|
|
|
$
|
43,354
|
|
|
$
|
(97,341
|
)
|
|
$
|
112,151
|
|
Add: distributions from unconsolidated investment in excess of cumulative earnings
|
|
—
|
|
|
5,646
|
|
|
—
|
|
|
5,646
|
|
||||
Add: proceeds from sale of assets
|
|
1,151
|
|
|
—
|
|
|
—
|
|
|
1,151
|
|
||||
Add: return of long-term contract receivables (including affiliates)
|
|
3,010
|
|
|
—
|
|
|
—
|
|
|
3,010
|
|
||||
Distributable cash flow
|
|
$
|
170,299
|
|
|
$
|
49,000
|
|
|
$
|
(97,341
|
)
|
|
$
|
121,958
|
|
Less: proceeds from sale of assets
|
|
(1,151
|
)
|
|
—
|
|
|
—
|
|
|
(1,151
|
)
|
||||
Less: acquisition costs classified as financing activities
|
|
517
|
|
|
—
|
|
|
—
|
|
|
517
|
|
||||
Free cash flow
|
|
$
|
169,665
|
|
|
$
|
49,000
|
|
|
$
|
(97,341
|
)
|
|
$
|
121,324
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
134,490
|
|
|
$
|
46,550
|
|
|
$
|
(100,797
|
)
|
|
$
|
80,243
|
|
Add: proceeds from sale of assets
|
|
62,117
|
|
|
—
|
|
|
—
|
|
|
62,117
|
|
||||
Add: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,872
|
|
||||
Add: return of long-term contract receivables—affiliate
|
|
2,968
|
|
|
—
|
|
|
—
|
|
|
2,968
|
|
||||
Less: maintenance capital expenditures
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||
Distributable cash flow
|
|
$
|
199,547
|
|
|
$
|
46,550
|
|
|
$
|
(100,797
|
)
|
|
$
|
255,172
|
|
Less: proceeds from sale of assets
|
|
(62,117
|
)
|
|
—
|
|
|
—
|
|
|
(62,117
|
)
|
||||
Less: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,872
|
)
|
||||
Less: acquisition costs classified as financing activities
|
|
16
|
|
|
(7,229
|
)
|
|
—
|
|
|
(7,213
|
)
|
||||
Free cash flow
|
|
$
|
137,446
|
|
|
$
|
39,321
|
|
|
$
|
(100,797
|
)
|
|
$
|
75,970
|
|
•
|
Coal Royalty and Other segment DCF decreased $29.2 million primarily due to $61.0 million higher proceeds from asset sales in
2016
as compared to
2017
, partially offset by a $31.6 increase in cash provided by operating activities as a result of improved performance of segment assets in
2017
.
|
•
|
Corporate and Financing DCF
increased
$3.5 million primarily as a result of lower cash paid for interest and lower legal, consulting and advisory fees following the completion of the recapitalization transactions in March 2017.
|
•
|
Soda Ash DCF increased $2.5 million as a result of higher cash distributions received from Ciner Wyoming in 2017.
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Current portion of long-term debt, net
|
$
|
115,184
|
|
|
$
|
79,740
|
|
Long-term debt, net
|
557,574
|
|
|
729,608
|
|
||
Total debt, net
|
$
|
672,758
|
|
|
$
|
809,348
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations (In thousands)
|
|
Total
|
|
2019
|
|
2020
(4)
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
NRP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt principal payments (including current maturities)
(1)
|
|
$
|
345,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt interest payments
(1)
|
|
127,022
|
|
|
36,292
|
|
|
36,292
|
|
|
36,292
|
|
|
18,146
|
|
|
—
|
|
|
—
|
|
|||||||
Opco:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt principal payments (including current maturities)
(2)
|
|
341,500
|
|
|
116,125
|
|
|
46,436
|
|
|
39,634
|
|
|
39,634
|
|
|
39,634
|
|
|
60,037
|
|
|||||||
Long-term debt interest payments
(3)
|
|
54,476
|
|
|
16,018
|
|
|
12,013
|
|
|
9,421
|
|
|
7,172
|
|
|
4,923
|
|
|
4,929
|
|
|||||||
Total
|
|
$
|
868,636
|
|
|
$
|
168,435
|
|
|
$
|
94,741
|
|
|
$
|
85,347
|
|
|
$
|
410,590
|
|
|
$
|
44,557
|
|
|
$
|
64,966
|
|
|
|
|
|
|
(1)
|
The amounts indicated in the table include principal and interest due on NRP’s 2022 Notes.
|
(2)
|
The amounts indicated in the table include principal due on Opco’s senior notes.
|
(3)
|
The amounts indicated in the table include interest due on Opco’s senior notes.
|
(4)
|
Not included in the table above is the Opco Credit Facility, which matures on April 30, 2020. At
December 31, 2018
we did not have any borrowings outstanding under the Opco Credit Facility and have
$100.0 million
in available borrowing capacity.
|
•
|
Production Leases
: Leases for which we expect that consideration from production will be greater than consideration from minimums over the lease term. Revenue recognition for these leases is recognized over time based on production as Coal royalty revenue or Aggregates royalty revenue, as applicable. Deferred revenue from minimums is recognized as royalty revenue when recoupment occurs or as Production lease minimum revenue when the recoupment period expires. In addition, we recognize breakage revenue from minimums when we determine that recoupment is remote. This breakage revenue is included in Production lease minimum revenue.
|
•
|
Minimum Leases
: Leases for which we expect that consideration from minimums will be greater than consideration from production over the lease term. Revenue recognition for these leases is recognized straight-line over the lease term based on the minimum consideration amount as Minimum lease straight-line revenue.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In thousands)
|
Carrying
Value
|
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
NRP 2022 Senior Notes
(1)
|
$
|
334,024
|
|
|
$
|
356,871
|
|
|
$
|
330,404
|
|
|
$
|
366,376
|
|
Opco Senior Notes
(2)
|
338,734
|
|
|
352,599
|
|
|
418,944
|
|
|
447,538
|
|
||||
Opco Revolving Credit Facility
(3)
|
—
|
|
|
—
|
|
|
60,000
|
|
|
60,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Contracts receivable, current and long-term
(4)
|
$
|
40,776
|
|
|
$
|
34,704
|
|
|
$
|
43,826
|
|
|
$
|
30,517
|
|
|
|
|
|
|
(1)
|
The Level 1 fair value is based upon quotations obtained for identical instruments on the closing trading prices near period end.
|
(2)
|
Due to no observable quoted prices on these instruments, the Level 3 fair value is estimated by management using quotations obtained for the NRP Senior Notes on the closing trading prices near period end.
|
(3)
|
The Level 3 fair value approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.
|
(4)
|
The Level 3 fair value is determined based on the present value of future cash flow projections related to the underlying assets.
|
|
Page
|
|
December 31,
|
||||||
(In thousands, except unit data)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
101,839
|
|
|
$
|
26,980
|
|
Restricted cash
|
104,191
|
|
|
—
|
|
||
Accounts receivable, net
|
32,024
|
|
|
24,050
|
|
||
Accounts receivable—affiliates
|
34
|
|
|
161
|
|
||
Prepaid expenses and other
|
3,462
|
|
|
3,782
|
|
||
Current assets of discontinued operations
|
993
|
|
|
36,423
|
|
||
Total current assets
|
$
|
242,543
|
|
|
$
|
91,396
|
|
Land
|
24,008
|
|
|
24,008
|
|
||
Plant and equipment, net
|
984
|
|
|
1,348
|
|
||
Mineral rights, net
|
743,112
|
|
|
778,419
|
|
||
Intangible assets, net
|
42,513
|
|
|
46,820
|
|
||
Equity in unconsolidated investment
|
247,051
|
|
|
245,433
|
|
||
Long-term contracts receivable
|
38,945
|
|
|
40,776
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
155,942
|
|
||
Other assets
|
2,491
|
|
|
4,866
|
|
||
Other assets—affiliate
|
—
|
|
|
156
|
|
||
Total assets
|
$
|
1,341,647
|
|
|
$
|
1,389,164
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
548
|
|
|
$
|
1,010
|
|
Accounts payable—affiliates
|
1,866
|
|
|
490
|
|
||
Accrued liabilities
|
12,347
|
|
|
11,542
|
|
||
Accrued liabilities—affiliates
|
—
|
|
|
515
|
|
||
Accrued interest
|
14,345
|
|
|
15,484
|
|
||
Current portion of deferred revenue
|
3,509
|
|
|
—
|
|
||
Current portion of long-term debt, net
|
115,184
|
|
|
79,740
|
|
||
Current liabilities of discontinued operations
|
947
|
|
|
11,768
|
|
||
Total current liabilities
|
$
|
148,746
|
|
|
$
|
120,549
|
|
Deferred revenue
|
49,044
|
|
|
100,605
|
|
||
Long-term debt, net
|
557,574
|
|
|
729,608
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
2,220
|
|
||
Other non-current liabilities
|
1,150
|
|
|
588
|
|
||
Other non-current liabilities—affiliate
|
—
|
|
|
346
|
|
||
Total liabilities
|
$
|
756,514
|
|
|
$
|
953,916
|
|
Commitments and contingencies (see Note 17)
|
|
|
|
||||
Class A Convertible Preferred Units (250,000 and 258,844 units issued and outstanding at December 31, 2018 and 2017, respectively, at $1,000 par value per unit; liquidation preference of $1,500 per unit)
|
$
|
164,587
|
|
|
$
|
173,431
|
|
Partners’ capital
|
|
|
|
||||
Common unitholders’ interest (12,249,469 and 12,232,006 units issued and outstanding at December 31, 2018 and 2017, respectively)
|
355,113
|
|
|
199,851
|
|
||
General partner’s interest
|
5,014
|
|
|
1,857
|
|
||
Warrant holders’ interest
|
66,816
|
|
|
66,816
|
|
||
Accumulated other comprehensive loss
|
(3,462
|
)
|
|
(3,313
|
)
|
||
Total partners’ capital
|
$
|
423,481
|
|
|
$
|
265,211
|
|
Non-controlling interest
|
(2,935
|
)
|
|
(3,394
|
)
|
||
Total capital
|
$
|
420,546
|
|
|
$
|
261,817
|
|
Total liabilities and capital
|
$
|
1,341,647
|
|
|
$
|
1,389,164
|
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues and other income
|
|
|
|
|
|
||||||
Coal royalty and other
|
$
|
178,394
|
|
|
$
|
158,399
|
|
|
$
|
144,520
|
|
Coal royalty and other—affiliates
|
484
|
|
|
23,402
|
|
|
46,259
|
|
|||
Transportation and processing services
|
23,887
|
|
|
14,510
|
|
|
—
|
|
|||
Transportation and processing services—affiliate
|
—
|
|
|
6,012
|
|
|
19,336
|
|
|||
Equity in earnings of Ciner Wyoming
|
48,306
|
|
|
40,457
|
|
|
40,061
|
|
|||
Gain on litigation settlement
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on asset sales, net
|
2,441
|
|
|
3,545
|
|
|
29,068
|
|
|||
Total revenues and other income
|
$
|
278,512
|
|
|
$
|
246,325
|
|
|
$
|
279,244
|
|
Operating expenses
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
$
|
17,894
|
|
|
$
|
16,771
|
|
|
$
|
20,737
|
|
Operating and maintenance expenses—affiliates
|
11,615
|
|
|
8,112
|
|
|
9,153
|
|
|||
Depreciation, depletion and amortization
|
21,689
|
|
|
22,406
|
|
|
28,581
|
|
|||
Amortization expense—affiliate
|
—
|
|
|
1,008
|
|
|
3,185
|
|
|||
General and administrative
|
12,838
|
|
|
13,513
|
|
|
16,979
|
|
|||
General and administrative—affiliates
|
3,658
|
|
|
4,989
|
|
|
3,591
|
|
|||
Asset impairments
|
18,280
|
|
|
2,967
|
|
|
15,861
|
|
|||
Total operating expenses
|
$
|
85,974
|
|
|
$
|
69,766
|
|
|
$
|
98,087
|
|
|
|
|
|
|
|
||||||
Income from operations
|
$
|
192,538
|
|
|
$
|
176,559
|
|
|
$
|
181,157
|
|
Other expense, net
|
|
|
|
|
|
||||||
Interest expense, net
|
$
|
(70,178
|
)
|
|
$
|
(82,028
|
)
|
|
$
|
(90,008
|
)
|
Interest expense—affiliate
|
—
|
|
|
—
|
|
|
(523
|
)
|
|||
Debt modification expense
|
—
|
|
|
(7,939
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(4,107
|
)
|
|
—
|
|
|||
Total other expense, net
|
$
|
(70,178
|
)
|
|
$
|
(94,074
|
)
|
|
$
|
(90,531
|
)
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
Income from discontinued operations (see Note 4)
|
17,687
|
|
|
6,182
|
|
|
6,266
|
|
|||
Net income
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Less: net income attributable to non-controlling interest
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to NRP
|
$
|
139,537
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Less: income attributable to preferred unitholders
|
(30,000
|
)
|
|
(25,453
|
)
|
|
—
|
|
|||
Net income attributable to common unitholders and general partner
|
$
|
109,537
|
|
|
$
|
63,214
|
|
|
$
|
96,892
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to common unitholders
|
$
|
107,346
|
|
|
$
|
61,950
|
|
|
$
|
95,229
|
|
Net income attributable to the general partner
|
2,191
|
|
|
1,264
|
|
|
1,663
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations per common unit (see Note 7)
|
|
|
|
|
|
||||||
Basic
|
$
|
7.35
|
|
|
$
|
4.57
|
|
|
$
|
7.28
|
|
Diluted
|
5.90
|
|
|
3.68
|
|
|
7.28
|
|
|||
|
|
|
|
|
|
||||||
Net income per common unit (see Note 7)
|
|
|
|
|
|
||||||
Basic
|
$
|
8.77
|
|
|
$
|
5.06
|
|
|
$
|
7.78
|
|
Diluted
|
6.76
|
|
|
3.96
|
|
|
7.78
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Comprehensive income (loss) from unconsolidated investment and other
|
(149
|
)
|
|
(1,647
|
)
|
|
486
|
|
|||
Comprehensive income
|
$
|
139,898
|
|
|
$
|
87,020
|
|
|
$
|
97,378
|
|
Less: comprehensive income attributable to non-controlling interest
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to NRP
|
$
|
139,388
|
|
|
$
|
87,020
|
|
|
$
|
97,378
|
|
|
Common Unitholders
|
|
General Partner
|
|
Warrant Holders
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Partners' Capital Excluding Non-Controlling Interest
|
|
Non-Controlling Interest
|
|
Total Capital
|
|||||||||||||||||
|
||||||||||||||||||||||||||||||
(In thousands)
|
Units
|
|
Amounts
|
|
||||||||||||||||||||||||||
Balance at December 31, 2015
|
12,232
|
|
|
$
|
79,094
|
|
|
$
|
(606
|
)
|
|
$
|
—
|
|
|
$
|
(2,152
|
)
|
|
$
|
76,336
|
|
|
$
|
(3,394
|
)
|
|
$
|
72,942
|
|
Net income
|
—
|
|
|
95,229
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
96,892
|
|
|
—
|
|
|
96,892
|
|
|||||||
Distributions to common unitholders and general partner
|
—
|
|
|
(22,014
|
)
|
|
(451
|
)
|
|
—
|
|
|
—
|
|
|
(22,465
|
)
|
|
—
|
|
|
(22,465
|
)
|
|||||||
Non-cash contributions
|
—
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|
—
|
|
|
281
|
|
|||||||
Comprehensive income from unconsolidated investment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
486
|
|
|
—
|
|
|
486
|
|
|||||||
Balance at December 31, 2016
|
12,232
|
|
|
$
|
152,309
|
|
|
$
|
887
|
|
|
$
|
—
|
|
|
$
|
(1,666
|
)
|
|
$
|
151,530
|
|
|
$
|
(3,394
|
)
|
|
$
|
148,136
|
|
Net income
(1)
|
—
|
|
|
86,894
|
|
|
1,773
|
|
|
—
|
|
|
—
|
|
|
88,667
|
|
|
—
|
|
|
88,667
|
|
|||||||
Distributions to common unitholders and general partner
|
—
|
|
|
(22,018
|
)
|
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
(22,467
|
)
|
|
—
|
|
|
(22,467
|
)
|
|||||||
Distributions to preferred unitholders
|
—
|
|
|
(17,334
|
)
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
(17,688
|
)
|
|
—
|
|
|
(17,688
|
)
|
|||||||
Issuance of Warrants
|
—
|
|
|
—
|
|
|
|
|
|
66,816
|
|
|
—
|
|
|
66,816
|
|
|
—
|
|
|
66,816
|
|
|||||||
Comprehensive loss from unconsolidated investment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,647
|
)
|
|
(1,647
|
)
|
|
—
|
|
|
(1,647
|
)
|
|||||||
Balance at December 31, 2017
|
12,232
|
|
|
$
|
199,851
|
|
|
$
|
1,857
|
|
|
$
|
66,816
|
|
|
$
|
(3,313
|
)
|
|
$
|
265,211
|
|
|
$
|
(3,394
|
)
|
|
$
|
261,817
|
|
Cumulative effect of adoption of accounting standard (See Note 3)
|
—
|
|
|
69,057
|
|
|
1,409
|
|
|
—
|
|
|
—
|
|
|
70,466
|
|
|
—
|
|
|
70,466
|
|
|||||||
Net income
(2)
|
—
|
|
|
136,746
|
|
|
2,791
|
|
|
—
|
|
|
—
|
|
|
139,537
|
|
|
510
|
|
|
140,047
|
|
|||||||
Distributions to common unitholders and general partner
|
—
|
|
|
(22,036
|
)
|
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
(22,486
|
)
|
|
—
|
|
|
(22,486
|
)
|
|||||||
Distributions to preferred unitholders
|
—
|
|
|
(29,660
|
)
|
|
(605
|
)
|
|
—
|
|
|
—
|
|
|
(30,265
|
)
|
|
—
|
|
|
(30,265
|
)
|
|||||||
Issuance of unit-based awards
|
17
|
|
|
546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|||||||
Unit-based awards amortization and vesting
|
—
|
|
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
|||||||
Comprehensive income (loss) from unconsolidated investment and other
|
—
|
|
|
49
|
|
|
12
|
|
|
—
|
|
|
(149
|
)
|
|
(88
|
)
|
|
(51
|
)
|
|
(139
|
)
|
|||||||
Balance at December 31, 2018
|
12,249
|
|
|
$
|
355,113
|
|
|
$
|
5,014
|
|
|
$
|
66,816
|
|
|
$
|
(3,462
|
)
|
|
$
|
423,481
|
|
|
$
|
(2,935
|
)
|
|
$
|
420,546
|
|
|
|
|
|
|
(1)
|
Net income for the year ended
December 31, 2017
includes
$25.5 million
attributable to Preferred Unitholders that accumulated during the period, of which
$24.9 million
is allocated to the common unitholders and
$0.5 million
is allocated to the general partner.
|
(2)
|
Net income for the year ended
December 31, 2018
includes
$30.0 million
attributable to Preferred Unitholders that accumulated during the period, of which
$29.4 million
is allocated to the common unitholders and
$0.6 million
is allocated to the general partner.
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
21,689
|
|
|
22,406
|
|
|
28,581
|
|
|||
Amortization expense—affiliate
|
—
|
|
|
1,008
|
|
|
3,185
|
|
|||
Distributions from unconsolidated investment
|
44,453
|
|
|
43,354
|
|
|
46,550
|
|
|||
Equity earnings from unconsolidated investment
|
(48,306
|
)
|
|
(40,457
|
)
|
|
(40,061
|
)
|
|||
Gain on asset sales, net
|
(2,441
|
)
|
|
(3,545
|
)
|
|
(29,068
|
)
|
|||
Debt modification expense
|
—
|
|
|
7,939
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
4,107
|
|
|
—
|
|
|||
Income from discontinued operations
|
(17,687
|
)
|
|
(6,182
|
)
|
|
(6,266
|
)
|
|||
Asset impairments
|
18,280
|
|
|
2,967
|
|
|
15,861
|
|
|||
Unit-based compensation expense
|
1,434
|
|
|
18
|
|
|
1,217
|
|
|||
Amortization of debt issuance costs and other
|
7,334
|
|
|
9,077
|
|
|
8,638
|
|
|||
Other—affiliates
|
(201
|
)
|
|
1,207
|
|
|
993
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,251
|
)
|
|
5,905
|
|
|
1,545
|
|
|||
Accounts receivable—affiliates
|
127
|
|
|
367
|
|
|
(313
|
)
|
|||
Accounts payable
|
(238
|
)
|
|
(185
|
)
|
|
517
|
|
|||
Accounts payable—affiliates
|
1,376
|
|
|
1
|
|
|
—
|
|
|||
Accrued liabilities
|
134
|
|
|
(8,478
|
)
|
|
3,628
|
|
|||
Accrued liabilities—affiliates
|
(115
|
)
|
|
515
|
|
|
—
|
|
|||
Accrued interest
|
(1,138
|
)
|
|
(105
|
)
|
|
(779
|
)
|
|||
Accrued interest—affiliates
|
—
|
|
|
—
|
|
|
(456
|
)
|
|||
Deferred revenue
|
19,465
|
|
|
(5,791
|
)
|
|
(35,881
|
)
|
|||
Deferred revenue—affiliates
|
—
|
|
|
(10,166
|
)
|
|
(12,063
|
)
|
|||
Other items, net
|
320
|
|
|
(478
|
)
|
|
(2,477
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
$
|
178,282
|
|
|
$
|
112,151
|
|
|
$
|
80,243
|
|
Net cash provided by operating activities of discontinued operations
|
10,641
|
|
|
14,988
|
|
|
27,718
|
|
|||
Net cash provided by operating activities
|
$
|
188,923
|
|
|
$
|
127,139
|
|
|
$
|
107,961
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Distributions from unconsolidated investment in excess of cumulative earnings
|
$
|
2,097
|
|
|
$
|
5,646
|
|
|
$
|
—
|
|
Proceeds from sale of assets
|
2,449
|
|
|
1,151
|
|
|
62,117
|
|
|||
Return of long-term contract receivable
|
3,061
|
|
|
2,206
|
|
|
—
|
|
|||
Return of long-term contract receivable—affiliate
|
—
|
|
|
804
|
|
|
2,968
|
|
|||
Acquisition of plant and equipment and other
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||
Net cash provided by investing activities of continuing operations
|
$
|
7,607
|
|
|
$
|
9,807
|
|
|
$
|
65,057
|
|
Net cash provided by (used in) investing activities of discontinued operations
|
183,021
|
|
|
(6,264
|
)
|
|
101,758
|
|
|||
Net cash provided by investing activities
|
$
|
190,628
|
|
|
$
|
3,543
|
|
|
$
|
166,815
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of preferred units and warrants, net
|
$
|
—
|
|
|
$
|
242,100
|
|
|
$
|
—
|
|
Proceeds from issuance of 2022 Senior Notes, net
|
—
|
|
|
103,688
|
|
|
—
|
|
|||
Borrowings on credit facility
|
35,000
|
|
|
77,000
|
|
|
20,000
|
|
|||
Repayments of loans
|
(175,706
|
)
|
|
(492,319
|
)
|
|
(183,141
|
)
|
|||
Redemption of preferred units paid-in-kind
|
(8,844
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(22,486
|
)
|
|
(22,467
|
)
|
|
(22,465
|
)
|
|||
Distributions to preferred unitholders
|
(30,265
|
)
|
|
(8,844
|
)
|
|
—
|
|
|||
Contributions from discontinued operations
|
195,690
|
|
|
5,784
|
|
|
52,642
|
|
|||
Debt issuance costs and other
|
(228
|
)
|
|
(39,091
|
)
|
|
(13,409
|
)
|
|||
Net cash used in financing activities of continuing operations
|
$
|
(6,839
|
)
|
|
$
|
(134,149
|
)
|
|
$
|
(146,373
|
)
|
Net cash used in financing activities of discontinued operations
|
(196,509
|
)
|
|
(7,077
|
)
|
|
(139,805
|
)
|
|||
Net cash used in financing activities
|
$
|
(203,348
|
)
|
|
$
|
(141,226
|
)
|
|
$
|
(286,178
|
)
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
176,203
|
|
|
$
|
(10,544
|
)
|
|
$
|
(11,402
|
)
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash of continuing operations at beginning of period
|
$
|
26,980
|
|
|
$
|
39,171
|
|
|
$
|
40,244
|
|
Cash, cash equivalents and restricted cash of discontinued operations at beginning of period
|
2,847
|
|
|
1,200
|
|
|
11,529
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
29,827
|
|
|
$
|
40,371
|
|
|
$
|
51,773
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
206,030
|
|
|
$
|
29,827
|
|
|
$
|
40,371
|
|
Less: cash, cash equivalents and restricted cash of discontinued operations at end of period
|
—
|
|
|
2,847
|
|
|
1,200
|
|
|||
Cash, cash equivalents and restricted cash of continuing operations at end of period
|
$
|
206,030
|
|
|
$
|
26,980
|
|
|
$
|
39,171
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest from continuing operations
|
$
|
64,991
|
|
|
$
|
72,850
|
|
|
$
|
84,380
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Issuance of 2022 Senior Notes in exchange for 2018 Senior Notes
|
$
|
—
|
|
|
$
|
240,638
|
|
|
$
|
—
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
|
Years
|
Buildings and improvements
|
20 to 40
|
Machinery and equipment
|
5 to 12
|
Leasehold improvements
|
Life of Lease
|
•
|
Production Leases
: Leases for which the Partnership expects that consideration from production will be greater than consideration from minimums over the lease term. Revenue recognition for these leases is recognized over time based on production as Coal royalty revenue or Aggregates royalty revenue, as applicable. Deferred revenue from minimums is recognized as royalty revenue when recoupment occurs or as Production lease minimum revenue when the recoupment period expires. In addition, NRP recognizes breakage revenue from minimums when NRP determines that recoupment is remote. This breakage revenue is included in Production lease minimum revenue.
|
•
|
Minimum Leases
: Leases for which the Partnership expects that consideration from minimums will be greater than consideration from production over the lease term. Revenue recognition for these leases is recognized straight-line over the lease term based on the minimum consideration amount as Minimum lease straight-line revenue.
|
(In thousands)
|
Balance at
December 31, 2017
|
|
Adjustments due to
ASC 606
|
|
Balance at
January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net (including affiliates)
|
$
|
24,211
|
|
|
$
|
4,875
|
|
|
$
|
29,086
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Current portion of deferred revenue
|
$
|
—
|
|
|
$
|
1,022
|
|
|
$
|
1,022
|
|
Deferred revenue
|
100,605
|
|
|
(66,613
|
)
|
|
33,992
|
|
|||
|
|
|
|
|
|
||||||
Partners’ capital
|
|
|
|
|
|
||||||
Common unitholders’ interest
|
$
|
199,851
|
|
|
$
|
69,057
|
|
|
$
|
268,908
|
|
General partner’s interest
|
1,857
|
|
|
1,409
|
|
|
3,266
|
|
|||
Total partners’ capital
|
265,211
|
|
|
70,466
|
|
|
335,677
|
|
|
As of December 31, 2018
|
||||||||||
(In thousands)
|
As Reported
|
|
Balances without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net (including affiliates)
|
$
|
32,058
|
|
|
$
|
27,520
|
|
|
$
|
4,538
|
|
Total assets
|
1,341,647
|
|
|
1,337,109
|
|
|
4,538
|
|
|||
|
|
|
|
|
|
||||||
Liabilities and capital
|
|
|
|
|
|
||||||
Current portion of deferred revenue
|
$
|
3,509
|
|
|
$
|
—
|
|
|
$
|
3,509
|
|
Deferred revenue
|
49,044
|
|
|
62,783
|
|
|
(13,739
|
)
|
|||
Total liabilities
|
756,514
|
|
|
766,744
|
|
|
(10,230
|
)
|
|||
Partners’ capital
|
|
|
|
|
|
||||||
Common unitholders’ interest
|
$
|
355,113
|
|
|
$
|
340,640
|
|
|
$
|
14,473
|
|
General partner’s interest
|
5,014
|
|
|
4,719
|
|
|
295
|
|
|||
Total partners’ capital
|
423,481
|
|
|
408,713
|
|
|
14,768
|
|
|||
Total liabilities and capital
|
1,341,647
|
|
|
1,337,109
|
|
|
4,538
|
|
|
For the Year Ended December 31, 2018
|
||||||||||
(In thousands, except per unit data)
|
As Reported
|
|
Amounts without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Coal royalty and other revenues (including affiliates)
(1)
|
$
|
178,878
|
|
|
$
|
234,428
|
|
|
$
|
(55,550
|
)
|
Net income from continuing operations
|
122,360
|
|
|
178,058
|
|
|
(55,698
|
)
|
|||
Net income
|
140,047
|
|
|
195,745
|
|
|
(55,698
|
)
|
|||
Net income per common unit (basic)
|
8.77
|
|
|
13.23
|
|
|
(4.46
|
)
|
|||
Net income per common unit (diluted)
|
6.76
|
|
|
9.46
|
|
|
(2.70
|
)
|
|
|
|
|
|
(1)
|
The total effect of adopting ASC 606 was
$55.6 million
during the year ended December 31, 2018, which included
$33.4 million
related to the forfeiture of recoupable balances in connection with the fourth quarter 2018 settlement of the Macoupin and Hillsboro lawsuits, the majority of which was previously recognized in partners' capital upon adoption and
$7.2 million
of modification fees and forfeited recoupable balances related to fourth quarter 2018 lease modifications which were deferred under ASC 606 and will be recognized straight-line over the respective modified lease terms.
|
|
|
Year Ended
|
||
(In thousands)
|
|
December 31, 2018
|
||
Coal royalty revenue
|
|
$
|
129,341
|
|
Production lease minimum revenue
|
|
8,207
|
|
|
Minimum lease straight-line revenue
|
|
2,362
|
|
|
Property tax revenue
|
|
5,422
|
|
|
Wheelage revenue
|
|
6,484
|
|
|
Coal overriding royalty revenue
|
|
13,878
|
|
|
Aggregates royalty revenue
|
|
4,739
|
|
|
Oil and gas royalty revenue
|
|
6,608
|
|
|
Other revenue
|
|
1,837
|
|
|
Coal royalty and other revenues
(1)
|
|
$
|
178,878
|
|
Transportation and processing services revenue
(2)
|
|
23,887
|
|
|
Total Coal royalty and other segment revenues
|
|
$
|
202,765
|
|
|
|
|
|
|
(1)
|
Represents revenue from contracts with customers as defined under ASC 606.
|
(2)
|
Revenue from contracts with customers as defined under ASC 606 was
$13.2 million
for the year ended
December 31, 2018
. The remaining transportation and processing services revenue of
$10.7 million
for the year ended
December 31, 2018
was related to other NRP-owned infrastructure leased to and operated by third party operators accounted for under ASC 840, Leases. See
Note 15. Related Party Transactions
for more information on the transportation and processing services.
|
|
|
December 31,
|
|
January 1,
|
||||
(In thousands)
|
|
2018
|
|
2018
|
||||
Receivables
|
|
|
|
|
||||
Total accounts receivable, net (including affiliates)
(1)
|
|
$
|
29,001
|
|
|
$
|
25,443
|
|
Prepaid expenses and other
(2)
|
|
2,483
|
|
|
2,830
|
|
||
|
|
|
|
|
||||
Contract liabilities
|
|
|
|
|
||||
Current portion of deferred revenue
|
|
$
|
3,509
|
|
|
$
|
1,022
|
|
Deferred revenue
|
|
49,044
|
|
|
33,992
|
|
|
|
|
|
|
(1)
|
Included in this amount is
$4.4 million
and $
1.9 million
of accounts receivable related to accrued minimum consideration as of December 31, 2018 and January 1, 2018, respectively.
|
(2)
|
Notes receivable from contracts with customers are included within Prepaid expenses and other in the Consolidated Balance Sheets.
|
|
|
Year Ended
|
||
(In thousands)
|
|
December 31, 2018
|
||
Balance at December 31, 2017
|
|
$
|
100,605
|
|
Cumulative adjustment for change in accounting principle
(1)
|
|
(65,591
|
)
|
|
Balance at January 1, 2018 (current and non-current)
|
|
$
|
35,014
|
|
Recognition of previously deferred revenue
|
|
(20,242
|
)
|
|
Accrued minimum payments and lease modification fees due
|
|
5,592
|
|
|
Cash received for minimum payments and lease modification fees
|
|
32,189
|
|
|
Balance at December 31, 2018 (current and non-current)
(2)
|
|
$
|
52,553
|
|
|
|
|
|
|
(1)
|
Included in this amount is
$(67.5) million
recognized in Partners' capital and
$1.9 million
of accrued minimum consideration recognized in Accounts receivable, net.
|
(2)
|
Included in this amount is
$7.2 million
of deferred modification fees and forfeited recoupable balances which will be recognized straight-line over the respective modified lease terms in Coal Royalty and other revenues on the Consolidated Statements of Comprehensive Income over the remaining terms of the modified leases, which extend over the next
6 years
.
|
|
Year Ended
|
||
(In thousands)
|
December 31, 2018
|
||
Production leases - revenue impact
|
|
||
Recoupments recognized in Coal and aggregates royalty revenue
|
$
|
10,178
|
|
Breakage revenue recognized in Production lease minimum revenue
|
7,169
|
|
|
Expiration of unrecouped minimums recognized in Production lease minimum revenue
|
935
|
|
|
Minimum leases - revenue impact
|
|
||
Minimum lease amortization recognized in Minimum lease straight-line revenue
|
1,960
|
|
|
Total previously deferred revenue recognized
|
$
|
20,242
|
|
Lease Term
(1)
|
|
Weighted Average Remaining Years as of December 31, 2018
|
|
Annual Minimum Payments
(In thousands)
|
||
1 - 5 years
|
|
0.6
|
|
$
|
13,072
|
|
5 - 10 years
|
|
1.3
|
|
13,060
|
|
|
10+ years
|
|
9.0
|
|
41,202
|
|
|
|
|
|
|
(1)
|
The Partnership applied the practical expedient for disclosing remaining performance obligations for contracts with an expected duration of one year or less, and have excluded those contracts from this disclosure.
|
|
December 31, 2018
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas |
|
Total
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
5
|
|
|
$
|
988
|
|
|
$
|
993
|
|
Total assets of discontinued operations
|
$
|
5
|
|
|
$
|
988
|
|
|
$
|
993
|
|
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable (including affiliates)
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
181
|
|
Accrued liabilities
|
766
|
|
|
—
|
|
|
766
|
|
|||
Total liabilities of discontinued operations
|
$
|
947
|
|
|
$
|
—
|
|
|
$
|
947
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas |
|
Total
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
2,847
|
|
|
$
|
—
|
|
|
$
|
2,847
|
|
Accounts receivable, net
|
22,976
|
|
|
991
|
|
|
23,967
|
|
|||
Inventory
|
7,553
|
|
|
—
|
|
|
7,553
|
|
|||
Prepaid expenses and other
|
2,056
|
|
|
—
|
|
|
2,056
|
|
|||
Total current assets of discontinued operations
|
35,432
|
|
|
991
|
|
|
36,423
|
|
|||
Land
|
1,239
|
|
|
—
|
|
|
1,239
|
|
|||
Plant and equipment, net
|
44,822
|
|
|
—
|
|
|
44,822
|
|
|||
Mineral rights, net
|
105,466
|
|
|
—
|
|
|
105,466
|
|
|||
Intangible assets, net
|
2,734
|
|
|
—
|
|
|
2,734
|
|
|||
Other assets
|
1,681
|
|
|
—
|
|
|
1,681
|
|
|||
Total assets of discontinued operations
|
$
|
191,374
|
|
|
$
|
991
|
|
|
$
|
192,365
|
|
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable (including affiliates)
(1)
|
$
|
6,019
|
|
|
$
|
—
|
|
|
$
|
6,019
|
|
Accrued liabilities
|
5,348
|
|
|
—
|
|
|
5,348
|
|
|||
Other
|
—
|
|
|
401
|
|
|
401
|
|
|||
Total current liabilities of discontinued operations
|
11,367
|
|
|
401
|
|
|
11,768
|
|
|||
Other non-current liabilities
|
2,220
|
|
|
—
|
|
|
2,220
|
|
|||
Total liabilities of discontinued operations
|
$
|
13,587
|
|
|
$
|
401
|
|
|
$
|
13,988
|
|
|
|
|
|
|
(1)
|
See
Note 15. Related Party Transactions
for additional information on the Partnership's related party liabilities.
|
|
For the Year Ended December 31, 2018
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Construction aggregates
|
$
|
116,066
|
|
|
$
|
—
|
|
|
$
|
116,066
|
|
Road construction and asphalt paving services
|
18,400
|
|
|
—
|
|
|
18,400
|
|
|||
Oil and gas
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Gain on asset sales, net
|
13,414
|
|
|
—
|
|
|
13,414
|
|
|||
Total revenues and other income
|
$
|
147,880
|
|
|
$
|
(3
|
)
|
|
$
|
147,877
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Operating and maintenance expenses (including affiliates)
(1)
|
$
|
117,568
|
|
|
$
|
134
|
|
|
$
|
117,702
|
|
Depreciation, depletion and amortization
|
12,218
|
|
|
—
|
|
|
12,218
|
|
|||
Asset impairments
|
232
|
|
|
—
|
|
|
232
|
|
|||
Total operating expenses
|
$
|
130,018
|
|
|
$
|
134
|
|
|
$
|
130,152
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
17,824
|
|
|
$
|
(137
|
)
|
|
$
|
17,687
|
|
|
|
|
|
|
(1)
|
See
Note 15. Related Party Transactions
for additional information on the Partnership's related party expenses.
|
|
For the Year Ended December 31, 2017
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Construction aggregates
|
$
|
112,970
|
|
|
$
|
—
|
|
|
$
|
112,970
|
|
Road construction and asphalt paving services
|
18,411
|
|
|
—
|
|
|
18,411
|
|
|||
Oil and gas
|
—
|
|
|
38
|
|
|
38
|
|
|||
Gain (loss) on asset sales
|
311
|
|
|
(289
|
)
|
|
22
|
|
|||
Total revenues and other income
|
$
|
131,692
|
|
|
$
|
(251
|
)
|
|
$
|
131,441
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Operating and maintenance expenses (including affiliates)
(1)
|
$
|
111,633
|
|
|
$
|
290
|
|
|
$
|
111,923
|
|
Depreciation, depletion and amortization
|
12,579
|
|
|
—
|
|
|
12,579
|
|
|||
Asset impairments
|
64
|
|
|
—
|
|
|
64
|
|
|||
Total operating expenses
|
$
|
124,276
|
|
|
$
|
290
|
|
|
$
|
124,566
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(693
|
)
|
|
—
|
|
|
(693
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
6,723
|
|
|
$
|
(541
|
)
|
|
$
|
6,182
|
|
|
|
|
|
|
(1)
|
See
Note 15. Related Party Transactions
for additional information on the Partnership's related party expenses.
|
|
For the Year Ended December 31, 2016
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP Oil and Gas
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Construction aggregates
|
$
|
103,755
|
|
|
$
|
—
|
|
|
$
|
103,755
|
|
Road construction and asphalt paving services
|
17,047
|
|
|
—
|
|
|
17,047
|
|
|||
Oil and gas
|
—
|
|
|
16,486
|
|
|
16,486
|
|
|||
Gain on asset sales, net
|
13
|
|
|
8,274
|
|
|
8,287
|
|
|||
Total revenues and other income
|
$
|
120,815
|
|
|
$
|
24,760
|
|
|
$
|
145,575
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Operating and maintenance expenses (including affiliates)
(1)
|
$
|
100,656
|
|
|
$
|
11,503
|
|
|
$
|
112,159
|
|
Depreciation, depletion and amortization
|
14,506
|
|
|
7,527
|
|
|
22,033
|
|
|||
Asset impairments
|
1,065
|
|
|
564
|
|
|
1,629
|
|
|||
Total operating expenses
|
$
|
116,227
|
|
|
$
|
19,594
|
|
|
$
|
135,821
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
—
|
|
|
(3,488
|
)
|
|
(3,488
|
)
|
|||
Income from discontinued operations
|
$
|
4,588
|
|
|
$
|
1,678
|
|
|
$
|
6,266
|
|
|
|
|
|
|
(1)
|
See
Note 15. Related Party Transactions
for additional information on the Partnership's related party expenses.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,906
|
|
Plant, equipment and mineral rights funded with accounts payable or accrued liabilities
|
881
|
|
|
294
|
|
|
—
|
|
(In thousands)
|
|
March 2, 2017
|
||
Transaction price, gross
|
|
$
|
250,000
|
|
Structuring, origination and other fees to Preferred Purchasers
|
|
(7,900
|
)
|
|
Transaction costs to other third parties
|
|
(10,697
|
)
|
|
Transaction price, net
|
|
$
|
231,403
|
|
Allocation of net transaction price
|
|
|
||
Preferred Units, net
|
|
$
|
164,587
|
|
Warrant holders interest, net
|
|
66,816
|
|
|
Transaction price, net
|
|
$
|
231,403
|
|
(In thousands, except unit data)
|
|
Units Outstanding
|
|
Financial Position
|
|||
Balance at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
Issuance of Preferred Units, net
|
|
250,000
|
|
|
164,587
|
|
|
Distribution paid-in-kind
|
|
8,844
|
|
|
8,844
|
|
|
Balance at December 31, 2017
|
|
258,844
|
|
|
$
|
173,431
|
|
Redemption of PIK Units
|
|
(8,844
|
)
|
|
(8,844
|
)
|
|
Balance at December 31, 2018
|
|
250,000
|
|
|
$
|
164,587
|
|
|
|
|
|
Total Distributions (in thousands)
|
||||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution per Common Unit
|
|
Common Units
|
|
GP Interest
|
|
Total
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 14, 2018
|
|
October 1 - December 31, 2017
|
|
$
|
0.45
|
|
|
$
|
5,505
|
|
|
$
|
112
|
|
|
$
|
5,617
|
|
May 14, 2018
|
|
January 1 - March 31, 2018
|
|
0.45
|
|
|
5,510
|
|
|
113
|
|
|
5,623
|
|
||||
August 14, 2018
|
|
April 1 - June 30, 2018
|
|
0.45
|
|
|
5,511
|
|
|
112
|
|
|
5,623
|
|
||||
November 14, 2018
|
|
July 1 - September 30, 2018
|
|
0.45
|
|
|
5,510
|
|
|
113
|
|
|
5,623
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 14, 2017
|
|
October 1 - December 31, 2016
|
|
$
|
0.45
|
|
|
$
|
5,503
|
|
|
$
|
112
|
|
|
$
|
5,615
|
|
May 12, 2017
|
|
January 1 - March 31, 2017
|
|
0.45
|
|
|
5,506
|
|
|
113
|
|
|
5,619
|
|
||||
August 14, 2017
|
|
April 1 - June 30, 2017
|
|
0.45
|
|
|
5,504
|
|
|
112
|
|
|
5,616
|
|
||||
November 14, 2017
|
|
July 1 - September 30, 2017
|
|
0.45
|
|
|
5,505
|
|
|
112
|
|
|
5,617
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 12, 2016
|
|
October 1 - December 31, 2015
|
|
$
|
0.45
|
|
|
$
|
5,503
|
|
|
$
|
113
|
|
|
$
|
5,616
|
|
May 13, 2016
|
|
January 1 - March 31, 2016
|
|
0.45
|
|
|
5,503
|
|
|
113
|
|
|
5,616
|
|
||||
August 12, 2016
|
|
April 1 - June 30, 2016
|
|
0.45
|
|
|
5,505
|
|
|
112
|
|
|
5,617
|
|
||||
November 14, 2016
|
|
July 1 - September 30, 2016
|
|
0.45
|
|
|
5,503
|
|
|
113
|
|
|
5,616
|
|
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution per Preferred Unit
|
|
Total Distribution Declared
(in thousands)
|
||||
2018
|
|
|
|
|
|
|
||||
February 7, 2018
|
|
October 1 - December 31, 2017
|
|
$
|
30.00
|
|
|
$
|
7,765
|
|
May 14, 2018
|
|
January 1 - March 31, 2018
|
|
30.00
|
|
|
7,500
|
|
||
August 14, 2018
|
|
April 1 - June 30, 2018
|
|
30.00
|
|
|
7,500
|
|
||
November 14, 2018
|
|
July 1 - September 30, 2018
|
|
30.00
|
|
|
7,500
|
|
||
|
|
|
|
|
|
|
||||
2017
|
|
|
|
|
|
|
||||
May 30, 2017
|
|
March 2 - March 31, 2017
|
|
$
|
5.00
|
|
|
$
|
2,500
|
|
August 29, 2017
|
|
April 1 - June 30, 2017
|
|
15.00
|
|
|
7,538
|
|
||
November 29, 2017
|
|
July 1 - September 30, 2017
|
|
15.00
|
|
|
7,650
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Allocation of net income:
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
Less: net income attributable to non-controlling interest
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Less: income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
(25,453
|
)
|
|
—
|
|
|||
Net income from continuing operations attributable to common unitholders and general partner
|
|
$
|
91,850
|
|
|
$
|
57,032
|
|
|
$
|
90,626
|
|
Less: net income from continuing operations attributable to the general partner
|
|
(1,837
|
)
|
|
(1,141
|
)
|
|
(1,537
|
)
|
|||
Net income from continuing operations attributable to common unitholders
|
|
$
|
90,013
|
|
|
$
|
55,891
|
|
|
$
|
89,089
|
|
|
|
|
|
|
|
|
||||||
Net income from discontinued operations
|
|
$
|
17,687
|
|
|
$
|
6,182
|
|
|
$
|
6,266
|
|
Less: net income from discontinued operations attributable to the general partner
|
|
(354
|
)
|
|
(123
|
)
|
|
(126
|
)
|
|||
Net income from discontinued operations attributable to common unitholders
|
|
$
|
17,333
|
|
|
$
|
6,059
|
|
|
$
|
6,140
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Less: net income attributable to non-controlling interest
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Less: income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
(25,453
|
)
|
|
—
|
|
|||
Net income attributable to common unitholders and general partner
|
|
$
|
109,537
|
|
|
$
|
63,214
|
|
|
$
|
96,892
|
|
Less: net income attributable to the general partner
|
|
(2,191
|
)
|
|
(1,264
|
)
|
|
(1,663
|
)
|
|||
Net income attributable to common unitholders
|
|
$
|
107,346
|
|
|
$
|
61,950
|
|
|
$
|
95,229
|
|
|
|
|
|
|
|
|
||||||
Basic income per common unit:
|
|
|
|
|
|
|
||||||
Weighted average common units—basic
|
|
12,244
|
|
|
12,232
|
|
|
12,232
|
|
|||
Basic net income from continuing operations per common unit
|
|
$
|
7.35
|
|
|
$
|
4.57
|
|
|
$
|
7.28
|
|
Basic net income from discontinued operations per common unit
|
|
$
|
1.42
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
Basic net income per common unit
|
|
$
|
8.77
|
|
|
$
|
5.06
|
|
|
$
|
7.78
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Diluted income per common unit:
|
|
|
|
|
|
|
||||||
Weighted average common units—basic
|
|
12,244
|
|
|
12,232
|
|
|
12,232
|
|
|||
Plus: dilutive effect of Warrants
|
|
511
|
|
|
300
|
|
|
—
|
|
|||
Plus: dilutive effect of Preferred Units
|
|
7,479
|
|
|
9,418
|
|
|
—
|
|
|||
Weighted average common units—diluted
|
|
20,234
|
|
|
21,950
|
|
|
12,232
|
|
|||
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
Less: net income attributable to non-controlling interest
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net income from continuing operations attributable to common unitholders and general partner
|
|
$
|
121,850
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
Less: net income from continuing operations attributable to the general partner
|
|
(2,437
|
)
|
|
(1,650
|
)
|
|
(1,537
|
)
|
|||
Diluted net income from continuing operations attributable to common unitholders
|
|
$
|
119,413
|
|
|
$
|
80,835
|
|
|
$
|
89,089
|
|
|
|
|
|
|
|
|
||||||
Diluted net income from discontinued operations attributable to common unitholders
|
|
$
|
17,333
|
|
|
$
|
6,059
|
|
|
$
|
6,140
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Less: net income attributable to non-controlling interest
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net income attributable to common unitholders and general partner
|
|
$
|
139,537
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
Less: diluted net income attributable to the general partner
|
|
(2,791
|
)
|
|
(1,773
|
)
|
|
(1,663
|
)
|
|||
Diluted net income attributable to common unitholders
|
|
$
|
136,746
|
|
|
$
|
86,894
|
|
|
$
|
95,229
|
|
|
|
|
|
|
|
|
||||||
Diluted net income from continuing operations per common unit
|
|
$
|
5.90
|
|
|
$
|
3.68
|
|
|
$
|
7.28
|
|
Diluted net income from discontinued operations per common unit
|
|
$
|
0.86
|
|
|
$
|
0.28
|
|
|
$
|
0.50
|
|
Diluted net income per common unit
|
|
$
|
6.76
|
|
|
$
|
3.96
|
|
|
$
|
7.78
|
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
(In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
For the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues (including affiliates)
|
|
$
|
202,765
|
|
|
$
|
48,306
|
|
|
$
|
—
|
|
|
$
|
251,071
|
|
Gain on litigation settlement
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||
Gain on asset sales, net
|
|
2,441
|
|
|
—
|
|
|
—
|
|
|
2,441
|
|
||||
Operating and maintenance expenses
(including affiliates)
|
|
29,509
|
|
|
—
|
|
|
—
|
|
|
29,509
|
|
||||
Depreciation, depletion and amortization
|
|
21,689
|
|
|
—
|
|
|
—
|
|
|
21,689
|
|
||||
General and administrative (including affiliates)
|
|
—
|
|
|
—
|
|
|
16,496
|
|
|
16,496
|
|
||||
Asset impairments
|
|
18,280
|
|
|
—
|
|
|
—
|
|
|
18,280
|
|
||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
70,178
|
|
|
70,178
|
|
||||
Net income (loss) from continuing operations
|
|
160,728
|
|
|
48,306
|
|
|
(86,674
|
)
|
|
122,360
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,687
|
|
||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Total assets of continuing operations
|
|
$
|
986,680
|
|
|
$
|
247,051
|
|
|
$
|
106,923
|
|
|
$
|
1,340,654
|
|
Total assets of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
For the Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues (including affiliates)
|
|
$
|
202,323
|
|
|
$
|
40,457
|
|
|
$
|
—
|
|
|
$
|
242,780
|
|
Gain on asset sales, net
|
|
3,545
|
|
|
—
|
|
|
—
|
|
|
3,545
|
|
||||
Operating and maintenance expenses
(including affiliates) |
|
24,883
|
|
|
—
|
|
|
—
|
|
|
24,883
|
|
||||
Depreciation, depletion and amortization
(including affiliates) |
|
23,414
|
|
|
—
|
|
|
—
|
|
|
23,414
|
|
||||
General and administrative (including affiliates)
|
|
—
|
|
|
—
|
|
|
18,502
|
|
|
18,502
|
|
||||
Asset impairments
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
2,967
|
|
||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
94,074
|
|
|
94,074
|
|
||||
Net income (loss) from continuing operations
|
|
154,604
|
|
|
40,457
|
|
|
(112,576
|
)
|
|
82,485
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,182
|
|
||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total assets of continuing operations
|
|
$
|
945,237
|
|
|
$
|
245,433
|
|
|
$
|
6,129
|
|
|
$
|
1,196,799
|
|
Total assets of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,365
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
For the Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues (including affiliates)
|
|
$
|
210,115
|
|
|
$
|
40,061
|
|
|
$
|
—
|
|
|
$
|
250,176
|
|
Gain on asset sales, net
|
|
29,068
|
|
|
—
|
|
|
—
|
|
|
29,068
|
|
||||
Operating and maintenance expenses
(including affiliates)
|
|
29,890
|
|
|
—
|
|
|
—
|
|
|
29,890
|
|
||||
Depreciation, depletion and amortization
(including affiliates)
|
|
31,766
|
|
|
—
|
|
|
—
|
|
|
31,766
|
|
||||
General and administrative (including affiliates)
|
|
—
|
|
|
—
|
|
|
20,570
|
|
|
20,570
|
|
||||
Asset impairments
|
|
15,861
|
|
|
—
|
|
|
—
|
|
|
15,861
|
|
||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
90,531
|
|
|
90,531
|
|
||||
Net income (loss) from continuing operations
|
|
161,666
|
|
|
40,061
|
|
|
(111,101
|
)
|
|
90,626
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,266
|
|
||||
Capital expenditures
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
245,433
|
|
|
$
|
255,901
|
|
|
$
|
261,942
|
|
Income allocation to NRP’s equity interests
(1)
|
53,095
|
|
|
44,846
|
|
|
44,882
|
|
|||
Amortization of basis difference
|
(4,789
|
)
|
|
(4,389
|
)
|
|
(4,821
|
)
|
|||
Comprehensive income (loss) from unconsolidated investment
|
(138
|
)
|
|
(1,925
|
)
|
|
448
|
|
|||
Distribution
|
(46,550
|
)
|
|
(49,000
|
)
|
|
(46,550
|
)
|
|||
Balance at end of period
|
$
|
247,051
|
|
|
$
|
245,433
|
|
|
$
|
255,901
|
|
|
|
|
|
|
(1)
|
Includes reclassifications of accumulated other comprehensive loss to income allocation to NRP equity interest of
$0.5 million
,
$0.7 million
and
$0.9 million
for the year ended December 31, 2018,
2017
and
2016
, respectively.
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Current assets
|
$
|
138,080
|
|
|
$
|
180,433
|
|
Noncurrent assets
|
252,743
|
|
|
228,002
|
|
||
Current liabilities
|
64,012
|
|
|
56,219
|
|
||
Noncurrent liabilities
|
109,921
|
|
|
148,401
|
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Plant and equipment at cost
|
$
|
6,865
|
|
|
$
|
6,865
|
|
Less: accumulated depreciation
|
(5,881
|
)
|
|
(5,517
|
)
|
||
Total plant and equipment, net
|
$
|
984
|
|
|
$
|
1,348
|
|
|
December 31, 2018
|
||||||||||
(In thousands)
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
||||||
Coal properties
|
$
|
1,164,845
|
|
|
$
|
(451,210
|
)
|
|
$
|
713,635
|
|
Aggregates properties
|
24,920
|
|
|
(11,814
|
)
|
|
13,106
|
|
|||
Oil and gas royalty properties
|
12,395
|
|
|
(7,632
|
)
|
|
4,763
|
|
|||
Other
|
13,158
|
|
|
(1,550
|
)
|
|
11,608
|
|
|||
Total mineral rights, net
|
$
|
1,215,318
|
|
|
$
|
(472,206
|
)
|
|
$
|
743,112
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
||||||
Coal properties
|
$
|
1,170,104
|
|
|
$
|
(436,964
|
)
|
|
$
|
733,140
|
|
Aggregates properties
|
37,942
|
|
|
(9,602
|
)
|
|
28,340
|
|
|||
Oil and gas royalty properties
|
12,395
|
|
|
(7,158
|
)
|
|
5,237
|
|
|||
Other
|
13,168
|
|
|
(1,466
|
)
|
|
11,702
|
|
|||
Total mineral rights, net
|
$
|
1,233,609
|
|
|
$
|
(455,190
|
)
|
|
$
|
778,419
|
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Coal properties
(1)
|
$
|
5,259
|
|
|
$
|
595
|
|
|
$
|
12,088
|
|
Oil and gas properties
|
—
|
|
|
—
|
|
|
36
|
|
|||
Aggregates and timber royalty properties
(2)
|
13,021
|
|
|
2,372
|
|
|
1,677
|
|
|||
Total
|
$
|
18,280
|
|
|
$
|
2,967
|
|
|
$
|
13,801
|
|
|
|
|
|
|
(1)
|
The Partnership recorded
$5.3 million
of coal property impairments during the year ended
December 31, 2018
primarily as a result of lease terminations, of which it recorded
$5.0 million
of impairment expense to fully impair certain coal properties during the three months ended December 31, 2018. The Partnership recorded
$0.6 million
of coal property impairments during the year ended December 31, 2017. The Partnership recorded
$12.1 million
of coal property impairments during the year ended December 31, 2016 primarily as a result of lease surrender and termination. The Partnership recorded
$3.8 million
of coal property impairment during the three months ended September 30, 2016 and the fair value of the impaired asset was reduced to
$4.0 million
at September 30, 2016. The Partnership recorded
$8.2 million
of impairment expense to fully impair certain coal property impairment during the three months ended December 31, 2016.
|
(2)
|
During the three months ended December 31, 2018, the Partnership recorded
$13.0 million
of impairment expense related to an aggregates property that the Partnership owns and leases to its former construction aggregates business, which mines, produces and sells the aggregates. The fair value of the impaired asset was reduced to
$2.3 million
at December 31, 2018. The Partnership recorded
$2.4 million
and
$1.7 million
of aggregates and timber royalty properties impairments during the year ended December 31, 2017 and 2016, respectively.
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Intangible assets
|
$
|
81,109
|
|
|
$
|
81,109
|
|
Less: accumulated amortization
|
(38,596
|
)
|
|
(34,289
|
)
|
||
Total intangible assets, net
|
$
|
42,513
|
|
|
$
|
46,820
|
|
(In thousands)
|
|
Estimated Amortization Expense
|
||
2019
|
|
$
|
3,251
|
|
2020
|
|
3,741
|
|
|
2021
|
|
3,660
|
|
|
2022
|
|
3,636
|
|
|
2023
|
|
3,602
|
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
NRP LP debt:
|
|
|
|
||||
10.500% senior notes, with semi-annual interest payments in March and September, due March 2022, $241 million issued at par and $105 million issued at 98.75%
|
$
|
345,638
|
|
|
$
|
345,638
|
|
Opco debt:
|
|
|
|
||||
Revolving credit facility
|
—
|
|
|
60,000
|
|
||
Senior notes
|
|
|
|
||||
4.91% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2018
|
—
|
|
|
4,586
|
|
||
8.38% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2019
|
21,319
|
|
|
42,670
|
|
||
5.05% with semi-annual interest payments in January and July, with annual principal payments in July, due July 2020
|
15,290
|
|
|
22,946
|
|
||
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023
|
13,414
|
|
|
16,115
|
|
||
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023
|
37,195
|
|
|
44,693
|
|
||
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
89,529
|
|
|
104,520
|
|
||
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
27,185
|
|
|
31,733
|
|
||
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
107,013
|
|
|
120,547
|
|
||
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
30,555
|
|
|
34,396
|
|
||
Total debt at face value
|
$
|
687,138
|
|
|
$
|
827,844
|
|
Net unamortized debt discount
|
(1,266
|
)
|
|
(1,661
|
)
|
||
Net unamortized debt issuance costs
|
(13,114
|
)
|
|
(16,835
|
)
|
||
Total debt, net
|
$
|
672,758
|
|
|
$
|
809,348
|
|
Less: current portion of long-term debt
|
115,184
|
|
|
79,740
|
|
||
Total long-term debt, net
|
$
|
557,574
|
|
|
$
|
729,608
|
|
•
|
the higher of (i) the prime rate as announced by the agent bank; (ii) the federal funds rate plus
0.50%
; or (iii) LIBOR plus
1%
, in each case plus an applicable margin ranging from
2.50%
to
3.50%
; or
|
•
|
a rate equal to LIBOR plus an applicable margin ranging from
3.50%
to
4.50%
.
|
•
|
a leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed
4.0
x; provided, however, that if NRP increases its quarterly distribution to its common unitholders above
$0.45
per common unit, the maximum leverage ratio under the Opco Credit Facility will permanently decrease from
4.0
x to
3.0
x; 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
3.5
to 1.0.
|
•
|
maintain a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the note purchase agreement) of no more than
4.0
to 1.0 for the four most recent quarters;
|
•
|
not permit debt secured by certain liens and debt of subsidiaries to exceed
10%
of consolidated net tangible assets (as defined in the note purchase agreement); and
|
•
|
maintain the ratio of consolidated EBITDDA (as defined in the note purchase agreement) to consolidated fixed charges (consisting of consolidated interest expense and consolidated operating lease expense) at not less than
3.5
to 1.0.
|
•
|
until the earlier of the time that (1) Opco has sold
$300 million
of assets and (2) June 30, 2020, Opco will be required to make prepayment offers to the holders of the Opco Senior Notes using
25%
of the net cash proceeds from certain asset sales; and
|
•
|
after the earlier to occur of the dates above, Opco will be required to make prepayment offers to the holders of the Opco Senior Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Opco Senior Notes then outstanding compared to the other total Opco senior debt outstanding that is being prepaid.
|
|
NRP LP
|
|
Opco
|
|
|||||||||||
(In thousands)
|
Senior Notes
(1)
|
|
Senior Notes
|
|
Credit Facility
|
|
Total
|
||||||||
2019
|
$
|
—
|
|
|
$
|
116,125
|
|
|
$
|
—
|
|
|
$
|
116,125
|
|
2020
|
—
|
|
|
46,436
|
|
|
—
|
|
|
46,436
|
|
||||
2021
|
—
|
|
|
39,634
|
|
|
—
|
|
|
39,634
|
|
||||
2022
|
345,638
|
|
|
39,634
|
|
|
—
|
|
|
385,272
|
|
||||
2023
|
—
|
|
|
39,634
|
|
|
—
|
|
|
39,634
|
|
||||
Thereafter
|
—
|
|
|
60,037
|
|
|
—
|
|
|
60,037
|
|
||||
|
$
|
345,638
|
|
|
$
|
341,500
|
|
|
$
|
—
|
|
|
$
|
687,138
|
|
|
|
|
|
|
(1)
|
The
10.500%
senior notes due 2022 were issued at a discount and were carried at
$344.4 million
and
$344.0 million
as of
December 31, 2018
and
2017
, respectively.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In thousands)
|
Carrying
Value
|
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
NRP 2022 Senior Notes
(1)
|
$
|
334,024
|
|
|
$
|
356,871
|
|
|
$
|
330,404
|
|
|
$
|
366,376
|
|
Opco Senior Notes
(2)
|
338,734
|
|
|
352,599
|
|
|
418,944
|
|
|
447,538
|
|
||||
Opco Revolving Credit Facility
(3)
|
—
|
|
|
—
|
|
|
60,000
|
|
|
60,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Contracts receivable, current and long-term
(4)
|
$
|
40,776
|
|
|
$
|
34,704
|
|
|
$
|
43,826
|
|
|
$
|
30,517
|
|
|
|
|
|
|
(1)
|
The Level 1 fair value is based upon quotations obtained for identical instruments on the closing trading prices near period end.
|
(2)
|
Due to no observable quoted prices on these instruments, the Level 3 fair value is estimated by management using quotations obtained for the NRP Senior Notes on the closing trading prices near period end.
|
(3)
|
The Level 3 fair value approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.
|
(4)
|
The Level 3 fair value is determined based on the present value of future cash flow projections related to the underlying assets.
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Coal royalty and other
|
$
|
30,777
|
|
|
$
|
28,763
|
|
|
$
|
—
|
|
Coal royalty and other
—
affiliates
|
—
|
|
|
21,204
|
|
|
44,019
|
|
|||
Transportation and processing services
|
23,818
|
|
|
14,510
|
|
|
—
|
|
|||
Transportation and processing services—affiliate
|
—
|
|
|
6,012
|
|
|
19,336
|
|
|||
Total
|
$
|
54,595
|
|
|
$
|
70,489
|
|
|
$
|
63,355
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating and maintenance expense
|
$
|
1,761
|
|
|
$
|
1,066
|
|
|
$
|
—
|
|
Operating and maintenance expense—affiliates
|
—
|
|
|
452
|
|
|
1,347
|
|
|||
Total
|
$
|
1,761
|
|
|
$
|
1,518
|
|
|
$
|
1,347
|
|
|
December 31,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Projected remaining payments
|
$
|
66,495
|
|
|
$
|
71,452
|
|
Unearned income
|
25,058
|
|
|
28,366
|
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating and maintenance expenses—affiliates
|
$
|
6,170
|
|
|
$
|
6,184
|
|
|
$
|
8,119
|
|
General and administrative—affiliates
|
3,658
|
|
|
4,989
|
|
|
3,591
|
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(In thousands)
|
|
Revenues
|
|
Percent
|
|
Revenues
|
|
Percent
|
|
Revenues
|
|
Percent
|
|||||||||
Foresight Energy
|
|
$
|
54,595
|
|
|
21.7
|
%
|
|
$
|
70,489
|
|
|
29.0
|
%
|
|
$
|
63,355
|
|
|
25.3
|
%
|
(In thousands)
|
Common Units
|
|
Weighted Average Exercise Price
|
||
Outstanding grants at January 1, 2018
|
—
|
|
|
—
|
|
Granted
|
75
|
|
|
29.16
|
|
Fully vested and issued
|
(17
|
)
|
|
31.24
|
|
Forfeitures
|
(2
|
)
|
|
38.28
|
|
Outstanding at December 31, 2018
|
56
|
|
|
29.10
|
|
(In thousands, except per unit data)
|
First
Quarter (1) (2) |
|
Second
Quarter (1) (2) |
|
Third
Quarter (1) |
|
Fourth
Quarter (3) (4) (5) |
|
Total
2018 |
||||||||||
Revenues (including affiliates)
|
$
|
59,478
|
|
|
$
|
69,451
|
|
|
$
|
58,207
|
|
|
$
|
63,935
|
|
|
$
|
251,071
|
|
Gain on litigation settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
25,000
|
|
|||||
Gain on asset sales, net
|
651
|
|
|
168
|
|
|
—
|
|
|
1,622
|
|
|
2,441
|
|
|||||
Asset impairments
|
242
|
|
|
—
|
|
|
—
|
|
|
18,038
|
|
|
18,280
|
|
|||||
Income from operations
|
44,236
|
|
|
52,863
|
|
|
43,346
|
|
|
52,093
|
|
|
192,538
|
|
|||||
Net income from continuing operations
|
26,286
|
|
|
35,129
|
|
|
25,853
|
|
|
35,092
|
|
|
122,360
|
|
|||||
Income (loss) from discontinued operations
|
(1,948
|
)
|
|
2,981
|
|
|
2,688
|
|
|
13,966
|
|
|
17,687
|
|
|||||
Net income
|
24,338
|
|
|
38,110
|
|
|
28,541
|
|
|
49,058
|
|
|
140,047
|
|
|||||
Net income attributable to NRP
|
24,338
|
|
|
37,241
|
|
|
28,900
|
|
|
49,058
|
|
|
139,537
|
|
|||||
Net income attributable to common unitholders and general partner
|
16,838
|
|
|
29,741
|
|
|
21,400
|
|
|
41,558
|
|
|
109,537
|
|
|||||
Income from continuing operations per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.50
|
|
|
$
|
2.14
|
|
|
$
|
1.50
|
|
|
$
|
2.21
|
|
|
$
|
7.35
|
|
Diluted
|
1.16
|
|
|
1.57
|
|
|
1.18
|
|
|
1.69
|
|
|
5.90
|
|
|||||
Net income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.35
|
|
|
$
|
2.38
|
|
|
$
|
1.71
|
|
|
$
|
3.33
|
|
|
$
|
8.77
|
|
Diluted
|
1.08
|
|
|
1.71
|
|
|
1.30
|
|
|
2.36
|
|
|
6.76
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common units outstanding (basic)
|
12,238
|
|
|
12,246
|
|
|
12,246
|
|
|
12,247
|
|
|
12,244
|
|
|||||
Weighted average number of common units outstanding (diluted)
|
22,125
|
|
|
21,383
|
|
|
21,840
|
|
|
20,394
|
|
|
20,234
|
|
|
|
|
|
|
(1)
|
As a result of the sale of its construction aggregates business, the Partnership classified the operating results related to this business as discontinued operations in the Consolidated Statements of Comprehensive Income subsequent to the filing of the Third Quarter 2018 Form 10-Q. See below for a reconciliation to the amounts reported in the Third Quarter 2018 Form 10-Q.
|
(2)
|
During the third quarter of 2018 the Partnership identified an error related to its modified retrospective adoption of ASC 606 on January 1, 2018 for certain coal and aggregates royalty leases and revised its financial statements for the first and second quarter of 2018 in its Third Quarter 2018 Form 10-Q.
|
(3)
|
During the fourth quarter of 2018 the Partnership recorded
$25 million
in other income related to the Hillsboro litigation settlement. See
Note 17. Commitments and Contingencies
for more information.
|
(4)
|
During the fourth quarter of 2018 the Partnership sold its construction aggregates business for
$205 million
, before customary purchase price adjustments and transaction expenses, and recorded a gain of
$13.1 million
included in Income from discontinued operations on the Partnership's Consolidated Statement of Comprehensive Income. See
Note 4. Discontinued Operations
for more information.
|
(5)
|
During the fourth quarter of 2018 the Partnership recorded
$18.0 million
in aggregates and coal property impairment. See
Note 11. Mineral Rights, Net
for more information.
|
(In thousands, except per unit data)
|
As Originally Reported
|
|
Reclassified to Discontinued Operations
|
|
Revised
|
||||||
First Quarter 2018
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
86,630
|
|
|
$
|
(27,152
|
)
|
|
$
|
59,478
|
|
Gain on asset sales, net
|
660
|
|
|
(9
|
)
|
|
651
|
|
|||
Asset impairments
|
242
|
|
|
—
|
|
|
242
|
|
|||
Income from operations
|
42,322
|
|
|
1,914
|
|
|
44,236
|
|
|||
Net income from continuing operations
|
24,352
|
|
|
1,934
|
|
|
26,286
|
|
|||
Net loss from discontinued operations
|
(14
|
)
|
|
(1,934
|
)
|
|
(1,948
|
)
|
|||
Net income
|
24,338
|
|
|
—
|
|
|
24,338
|
|
|||
Net income attributable to NRP
|
24,338
|
|
|
—
|
|
|
24,338
|
|
|||
Net income attributable to common unitholders and general partner
|
16,838
|
|
|
—
|
|
|
16,838
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.35
|
|
|
$
|
0.15
|
|
|
$
|
1.50
|
|
Diluted
|
1.08
|
|
|
0.09
|
|
|
1.16
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.35
|
|
|
$
|
—
|
|
|
$
|
1.35
|
|
Diluted
|
1.08
|
|
|
—
|
|
|
1.08
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,238
|
|
|
—
|
|
|
12,238
|
|
|||
Weighted average number of common units outstanding (diluted)
|
22,125
|
|
|
—
|
|
|
22,125
|
|
|||
|
|
|
|
|
|
||||||
Second Quarter 2018
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
109,860
|
|
|
$
|
(40,409
|
)
|
|
$
|
69,451
|
|
Gain on asset sales, net
|
210
|
|
|
(42
|
)
|
|
168
|
|
|||
Income from operations
|
55,878
|
|
|
(3,015
|
)
|
|
52,863
|
|
|||
Net income from continuing operations
|
38,144
|
|
|
(3,015
|
)
|
|
35,129
|
|
|||
Net income (loss) from discontinued operations
|
(34
|
)
|
|
3,015
|
|
|
2,981
|
|
|||
Net income
|
38,110
|
|
|
—
|
|
|
38,110
|
|
|||
Net income attributable to NRP
|
37,241
|
|
|
—
|
|
|
37,241
|
|
|||
Net income attributable to common unitholders and general partner
|
29,741
|
|
|
—
|
|
|
29,741
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
|
|||||
Basic
|
$
|
2.38
|
|
|
$
|
(0.24
|
)
|
|
$
|
2.14
|
|
Diluted
|
1.71
|
|
|
(0.14
|
)
|
|
1.57
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
2.38
|
|
|
$
|
—
|
|
|
$
|
2.38
|
|
Diluted
|
1.71
|
|
|
—
|
|
|
1.71
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,246
|
|
|
—
|
|
|
12,246
|
|
|||
Weighted average number of common units outstanding (diluted)
|
21,383
|
|
|
—
|
|
|
21,383
|
|
(In thousands, except per unit data)
|
As Originally Reported
|
|
Reclassified to Discontinued Operations
|
|
Revised
|
||||||
Third Quarter 2018
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
94,855
|
|
|
$
|
(36,648
|
)
|
|
$
|
58,207
|
|
Gain on asset sales, net
|
163
|
|
|
(163
|
)
|
|
—
|
|
|||
Income from operations
|
46,066
|
|
|
(2,720
|
)
|
|
43,346
|
|
|||
Net income from continuing operations
|
28,565
|
|
|
(2,712
|
)
|
|
25,853
|
|
|||
Net income (loss) from discontinued operations
|
(24
|
)
|
|
2,712
|
|
|
2,688
|
|
|||
Net income
|
28,541
|
|
|
—
|
|
|
28,541
|
|
|||
Net income attributable to NRP
|
28,900
|
|
|
—
|
|
|
28,900
|
|
|||
Net income attributable to common unitholders and general partner
|
21,400
|
|
|
—
|
|
|
21,400
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.71
|
|
|
$
|
(0.22
|
)
|
|
$
|
1.50
|
|
Diluted
|
1.30
|
|
|
(0.12
|
)
|
|
1.18
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.71
|
|
|
$
|
—
|
|
|
$
|
1.71
|
|
Diluted
|
1.30
|
|
|
—
|
|
|
1.30
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,246
|
|
|
—
|
|
|
12,246
|
|
|||
Weighted average number of common units outstanding (diluted)
|
21,840
|
|
|
—
|
|
|
21,840
|
|
(In thousands, except per unit data)
|
First
Quarter (1) (2) |
|
Second
Quarter (1) (3) |
|
Third
Quarter (1) |
|
Fourth
Quarter (1) |
|
Total
2017 (1) |
||||||||||
Revenues (including affiliates)
|
$
|
61,432
|
|
|
$
|
58,015
|
|
|
$
|
58,406
|
|
|
$
|
64,927
|
|
|
$
|
242,780
|
|
Gain on asset sales, net
|
29
|
|
|
3,184
|
|
|
154
|
|
|
178
|
|
|
3,545
|
|
|||||
Asset impairments
|
1,778
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
2,967
|
|
|||||
Income from operations
|
38,124
|
|
|
47,522
|
|
|
43,052
|
|
|
47,861
|
|
|
176,559
|
|
|||||
Debt modification expense
|
7,807
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
7,939
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
4,107
|
|
|
—
|
|
|
—
|
|
|
4,107
|
|
|||||
Net income from continuing operations
|
7,588
|
|
|
23,153
|
|
|
23,079
|
|
|
28,665
|
|
|
82,485
|
|
|||||
Net income (loss) from discontinued operations
|
(1,684
|
)
|
|
2,837
|
|
|
2,987
|
|
|
2,042
|
|
|
6,182
|
|
|||||
Net income
|
5,904
|
|
|
25,990
|
|
|
26,066
|
|
|
30,707
|
|
|
88,667
|
|
|||||
Net income attributable to common unitholders and general partner
|
3,404
|
|
|
18,452
|
|
|
18,416
|
|
|
22,942
|
|
|
63,214
|
|
|||||
Income from continuing operations per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.41
|
|
|
$
|
1.25
|
|
|
$
|
1.24
|
|
|
$
|
1.67
|
|
|
$
|
4.57
|
|
Diluted
|
0.50
|
|
|
1.01
|
|
|
0.94
|
|
|
1.18
|
|
|
3.68
|
|
|||||
Net income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.28
|
|
|
$
|
1.47
|
|
|
$
|
1.48
|
|
|
$
|
1.84
|
|
|
$
|
5.06
|
|
Diluted
|
0.28
|
|
|
1.13
|
|
|
1.07
|
|
|
1.26
|
|
|
3.96
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
12,232
|
|
|
12,232
|
|
|
12,232
|
|
|
12,232
|
|
|||||
Weighted average number of common units outstanding (diluted)
|
14,945
|
|
|
22,459
|
|
|
23,980
|
|
|
23,874
|
|
|
21,950
|
|
|
|
|
|
|
(1)
|
As a result of the sale of its construction aggregates business, the Partnership classified the operating results related to this business as discontinued operations in the Consolidated Statements of Comprehensive Income subsequent to the filing of the 2017 Form 10-K. See below for a reconciliation to the amounts reported in the 2017 Form 10-K.
|
(2)
|
During the first quarter of 2017 the Partnership incurred
$7.8 million
of debt modification costs as a result of the exchange of
$241 million
of our 2018 Senior Notes for 2022 Senior Notes.
|
(3)
|
During the second quarter of 2017 the Partnership incurred a
$4.1 million
loss on extinguishment of debt related to the
4.563%
premium paid to redeem the 2018 Senior Notes in April 2017.
|
(In thousands, except per unit data)
|
As Originally Reported
|
|
Reclassified to Discontinued Operations
|
|
Revised
|
||||||
First Quarter 2017
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
88,653
|
|
|
$
|
(27,221
|
)
|
|
$
|
61,432
|
|
Gain on asset sales, net
|
44
|
|
|
(15
|
)
|
|
29
|
|
|||
Asset impairments
|
1,778
|
|
|
—
|
|
|
1,778
|
|
|||
Income from operations
|
37,042
|
|
|
1,082
|
|
|
38,124
|
|
|||
Debt modification expense
|
7,807
|
|
|
—
|
|
|
7,807
|
|
|||
Net income from continuing operations
|
6,111
|
|
|
1,477
|
|
|
7,588
|
|
|||
Net income (loss) from discontinued operations
|
(207
|
)
|
|
(1,477
|
)
|
|
(1,684
|
)
|
|||
Net income
|
5,904
|
|
|
—
|
|
|
5,904
|
|
|||
Net income attributable to common unitholders and general partner
|
3,404
|
|
|
—
|
|
|
3,404
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
0.30
|
|
|
$
|
0.12
|
|
|
$
|
0.41
|
|
Diluted
|
0.30
|
|
|
0.10
|
|
|
0.50
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
0.28
|
|
|
$
|
—
|
|
|
$
|
0.28
|
|
Diluted
|
0.28
|
|
|
—
|
|
|
0.28
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
—
|
|
|
12,232
|
|
|||
Weighted average number of common units outstanding (diluted)
|
14,945
|
|
|
—
|
|
|
14,945
|
|
|||
|
|
|
|
|
|
||||||
Second Quarter 2017
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
91,570
|
|
|
$
|
(33,555
|
)
|
|
$
|
58,015
|
|
Gain on asset sales, net
|
3,361
|
|
|
(177
|
)
|
|
3,184
|
|
|||
Income from operations
|
50,404
|
|
|
(2,882
|
)
|
|
47,522
|
|
|||
Debt modification expense
|
132
|
|
|
—
|
|
|
132
|
|
|||
Loss on extinguishment of debt
|
4,107
|
|
|
—
|
|
|
4,107
|
|
|||
Net income from continuing operations
|
25,857
|
|
|
(2,704
|
)
|
|
23,153
|
|
|||
Net income (loss) from discontinued operations
|
133
|
|
|
2,704
|
|
|
2,837
|
|
|||
Net income
|
25,990
|
|
|
—
|
|
|
25,990
|
|
|||
Net income attributable to common unitholders and general partner
|
18,452
|
|
|
—
|
|
|
18,452
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.46
|
|
|
$
|
(0.22
|
)
|
|
$
|
1.25
|
|
Diluted
|
1.13
|
|
|
(0.12
|
)
|
|
1.01
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.47
|
|
|
$
|
—
|
|
|
$
|
1.47
|
|
Diluted
|
1.13
|
|
|
—
|
|
|
1.13
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
—
|
|
|
12,232
|
|
|||
Weighted average number of common units outstanding (diluted)
|
22,459
|
|
|
—
|
|
|
22,459
|
|
(In thousands, except per unit data)
|
As Originally Reported
|
|
Reclassified to Discontinued Operations
|
|
Revised
|
||||||
Third Quarter 2017
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
93,116
|
|
|
$
|
(34,710
|
)
|
|
$
|
58,406
|
|
Gain on asset sales, net
|
171
|
|
|
(17
|
)
|
|
154
|
|
|||
Income from operations
|
46,531
|
|
|
(3,479
|
)
|
|
43,052
|
|
|||
Net income from continuing operations
|
26,499
|
|
|
(3,420
|
)
|
|
23,079
|
|
|||
Net income (loss) from discontinued operations
|
(433
|
)
|
|
3,420
|
|
|
2,987
|
|
|||
Net income
|
26,066
|
|
|
—
|
|
|
26,066
|
|
|||
Net income attributable to common unitholders and general partner
|
18,416
|
|
|
—
|
|
|
18,416
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.51
|
|
|
$
|
(0.27
|
)
|
|
$
|
1.24
|
|
Diluted
|
1.08
|
|
|
(0.14
|
)
|
|
0.94
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.48
|
|
|
$
|
—
|
|
|
$
|
1.48
|
|
Diluted
|
1.07
|
|
|
—
|
|
|
1.07
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
—
|
|
|
12,232
|
|
|||
Weighted average number of common units outstanding (diluted)
|
23,980
|
|
|
—
|
|
|
23,980
|
|
|||
|
|
|
|
|
|
||||||
Fourth Quarter 2017
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
100,822
|
|
|
$
|
(35,895
|
)
|
|
$
|
64,927
|
|
Gain on asset sales, net
|
280
|
|
|
(102
|
)
|
|
178
|
|
|||
Asset impairments
|
1,253
|
|
|
(64
|
)
|
|
1,189
|
|
|||
Income from operations
|
49,998
|
|
|
(2,137
|
)
|
|
47,861
|
|
|||
Net income from continuing operations
|
30,741
|
|
|
(2,076
|
)
|
|
28,665
|
|
|||
Net income (loss) from discontinued operations
|
(34
|
)
|
|
2,076
|
|
|
2,042
|
|
|||
Net income
|
30,707
|
|
|
—
|
|
|
30,707
|
|
|||
Net income attributable to common unitholders and general partner
|
22,942
|
|
|
—
|
|
|
22,942
|
|
|||
Income from continuing operations per common unit
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.84
|
|
|
$
|
(0.17
|
)
|
|
$
|
1.67
|
|
Diluted
|
1.26
|
|
|
(0.09
|
)
|
|
1.18
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
1.84
|
|
|
$
|
—
|
|
|
$
|
1.84
|
|
Diluted
|
1.26
|
|
|
—
|
|
|
1.26
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
—
|
|
|
12,232
|
|
|||
Weighted average number of common units outstanding (diluted)
|
23,874
|
|
|
—
|
|
|
23,874
|
|
(In thousands, except per unit data)
|
As Originally Reported
|
|
Reclassified to Discontinued Operations
|
|
Revised
|
||||||
Total 2017
|
|
|
|
|
|
||||||
Revenues (including affiliates)
|
$
|
374,161
|
|
|
$
|
(131,381
|
)
|
|
$
|
242,780
|
|
Gain on asset sales, net
|
3,856
|
|
|
(311
|
)
|
|
3,545
|
|
|||
Asset impairments
|
3,031
|
|
|
(64
|
)
|
|
2,967
|
|
|||
Income from operations
|
183,975
|
|
|
(7,416
|
)
|
|
176,559
|
|
|||
Debt modification expense
|
7,939
|
|
|
—
|
|
|
7,939
|
|
|||
Loss on extinguishment of debt
|
4,107
|
|
|
—
|
|
|
4,107
|
|
|||
Net income from continuing operations
|
89,208
|
|
|
(6,723
|
)
|
|
82,485
|
|
|||
Net income (loss) from discontinued operations
|
(541
|
)
|
|
6,723
|
|
|
6,182
|
|
|||
Net income
|
88,667
|
|
|
—
|
|
|
88,667
|
|
|||
Net income attributable to common unitholders and general partner
|
63,214
|
|
|
—
|
|
|
63,214
|
|
|||
Income from continuing operations per common unit
|
|
|
—
|
|
|
|
|||||
Basic
|
$
|
5.11
|
|
|
$
|
(0.54
|
)
|
|
$
|
4.57
|
|
Diluted
|
3.98
|
|
|
(0.30
|
)
|
|
3.68
|
|
|||
Net income per common unit
|
|
|
|
|
|
||||||
Basic
|
$
|
5.06
|
|
|
$
|
—
|
|
|
$
|
5.06
|
|
Diluted
|
3.96
|
|
|
—
|
|
|
3.96
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding (basic)
|
12,232
|
|
|
—
|
|
|
12,232
|
|
|||
Weighted average number of common units outstanding (diluted)
|
21,950
|
|
|
—
|
|
|
21,950
|
|
Name
|
|
Age
|
|
Position with the General
Partner
|
|
Corbin J. Robertson, Jr.
|
|
71
|
|
|
Chairman of the Board and Chief Executive Officer
|
Craig W. Nunez
|
|
57
|
|
|
President and Chief Operating Officer
|
Christopher J. Zolas
|
|
44
|
|
|
Chief Financial Officer and Treasurer
|
Jennifer L. Odinet
|
|
40
|
|
|
Chief Accounting Officer
|
Kevin J. Craig
|
|
50
|
|
|
Executive Vice President, Coal
|
Kathryn S. Wilson
|
|
44
|
|
|
Vice President, General Counsel and Secretary
|
Gregory F. Wooten
|
|
63
|
|
|
Vice President, Chief Engineer
|
Galdino J. Claro
|
|
59
|
|
|
Director
|
Russell D. Gordy
|
|
68
|
|
|
Director
|
Jasvinder S. Khaira
|
|
37
|
|
|
Director
|
S. Reed Morian
|
|
73
|
|
|
Director
|
Paul B. Murphy, Jr.
|
|
59
|
|
|
Director
|
Richard A. Navarre
|
|
58
|
|
|
Director
|
Corbin J. Robertson, III
|
|
48
|
|
|
Director
|
Stephen P. Smith
|
|
58
|
|
|
Director
|
Leo A. Vecellio, Jr.
|
|
72
|
|
|
Director
|
|
|
|
Stephen P. Smith, Chairman
|
|
|
|
|
Galdino J. Claro
|
|
|
|
|
Richard A. Navarre
|
|
•
|
reviewing and approving the compensation for our executive officers in light of the time that each executive officer allocates to our business;
|
•
|
reviewing and recommending the annual and long-term incentive plans in which our executive officers participate and approving awards thereunder; and
|
•
|
reviewing and approving compensation for the Board of Directors.
|
•
|
Corbin J. Robertson, Jr.—Chairman and Chief Executive Officer
|
•
|
Craig W. Nunez—President and Chief Operating Officer
|
•
|
Christopher J. Zolas—Chief Financial Officer and Treasurer
|
•
|
Kathryn S. Wilson—Vice President, General Counsel and Secretary
|
•
|
Jennifer L. Odinet—Chief Accounting Officer
|
•
|
Perry W. Donahoo—Former Chief Executive Officer—VantaCore
|
•
|
base salaries;
|
•
|
short-term cash incentive compensation;
|
•
|
long-term cash incentive compensation; and
|
•
|
perquisites and other benefits.
|
|
|
|
|
|
(1)
|
Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures. For information regarding the assumptions used in calculating these amounts, see "
Item 8. Financial Statements and Supplementary Data—Note 18. Unit-Based Compensation
" elsewhere in this Annual Report on Form 10-K for more information.
|
(2)
|
Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas.
|
(3)
|
Ms. Wilson allocated approximately 94%, 99% and 100% of her time to NRP during the years ended December 31, 2016, 2017 and 2018, respectively, and amounts included in the table reflect this allocation.
|
(4)
|
Ms. Odinet was not a named executive officer for purposes of this table during the years ended December 31, 2016 or 2017.
|
(5)
|
Mr. Donahoo was not a named executive officer for purposes of this table during the years ended December 31, 2016 or 2017 and resigned as Chief Executive Officer—VantaCore effective December 11, 2018 in connection with our sale of that business. Upon his resignation, and in accordance with his employment agreement with Quintana, Mr. Donahoo received a severance payment of $500,399, which will be paid out in equal monthly installments during 2019. This severance, as well as a transaction bonus paid to Mr. Donahoo in connection with the VantaCore sale, are disclosed under the All Other Compensation column. See “—Employment Agreements.”
|
|
|
2017 Plan Phantom Units
|
|||||||
Named Executive Officer
|
|
Grant Date
|
|
Number of Units
|
|
Grant Date Fair Value
|
|||
Corbin J. Robertson, Jr.
|
|
2/14/2018
|
|
14,393
|
|
|
$
|
418,836
|
|
Craig W. Nunez
|
|
2/14/2018
|
|
7,197
|
|
|
209,433
|
|
|
Christopher J. Zolas
|
|
2/14/2018
|
|
5,757
|
|
|
167,529
|
|
|
Kathryn S. Wilson
|
|
2/14/2018
|
|
4,798
|
|
|
139,622
|
|
|
Jennifer L. Odinet
|
|
2/14/2018
|
|
5,086
|
|
|
148,003
|
|
|
Perry W. Donahoo
(1)
|
|
2/14/2018
|
|
5,853
|
|
|
170,322
|
|
|
|
|
|
|
(1)
|
Mr. Donahoo’s phantom units vested in full on December 11, 2018, the date of the sale of VantaCore. His phantom units were net settled for tax purposes, resulting in the issuance by us of 3,549 common units and a cash payment of the associated accrued DERs.
|
|
|
Equity Awards During 2018
|
||||||||
Named Executive Officer
|
|
Cash Settled Phantom Units
|
|
2017 Plan Phantom Units
|
|
Value Realized on Vesting
(1)
|
||||
Corbin J. Robertson, Jr.
|
|
3,360
|
|
|
—
|
|
|
$
|
174,678
|
|
Craig W. Nunez
|
|
1,300
|
|
|
—
|
|
|
53,934
|
|
|
Christopher J. Zolas
|
|
800
|
|
|
—
|
|
|
30,390
|
|
|
Kathryn S. Wilson
|
|
683
|
|
|
—
|
|
|
35,507
|
|
|
Jennifer L. Odinet
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Perry W. Donahoo
|
|
1,743
(2)
|
|
|
5,853
(3)
|
|
|
314,369
|
|
|
|
|
|
|
(1)
|
Includes DERs accrued from the issue date to the settlement date.
|
(2)
|
Includes 850 phantom units that vested February 2018 and 893 phantom units vested in December 2018 in connection with the VantaCore sale, each of which settled in cash based on the average closing price of NRP’s common units for the 20 trading days prior to the vesting date.
|
(3)
|
2017 Plan Phantom Units vested in full in December 2018 in connection with the VantaCore sale at a price of $38.28, the closing price of NRP’s common units on the closing date of the sale.
|
Named Executive Officer
|
|
Unvested
Cash Settled Phantom Units
(1)
|
|
Market Value of Unvested Cash Settled Phantom Units
(2)
|
|
Unvested 2017 Plan Phantom Units
(3)
|
|
Market Value of Unvested 2017 Plan Phantom Units
(2)
|
||||||
Corbin J. Robertson, Jr.
|
|
3,600
|
|
|
$
|
137,664
|
|
|
14,393
|
|
|
$
|
550,388
|
|
Craig W. Nunez
|
|
1,400
|
|
|
53,536
|
|
|
7,197
|
|
|
275,213
|
|
||
Christopher J. Zolas
|
|
950
|
|
|
36,328
|
|
|
5,757
|
|
|
220,148
|
|
||
Kathryn S. Wilson
|
|
950
|
|
|
36,328
|
|
|
4,798
|
|
|
183,476
|
|
||
Jennifer L. Odinet
|
|
—
|
|
|
—
|
|
|
5,086
|
|
|
194,489
|
|
||
Perry W. Donahoo
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(1)
|
Cash Settled Phantom Units were awarded in February 2015 and vested in February 2019.
|
(2)
|
Based on a unit price of $38.24, the closing price for the common units on December 31, 2018.
|
(3)
|
2017 Plan Phantom Units were awarded in February 2018 and vest in February 2021.
|
|
|
Cash Settled Phantom Units
|
|
2017 Plan Equity Awards
|
|
|
||||||||||||||||||
Named Executive Officer
|
|
Unvested Phantom Units
|
|
Market Value
(1)
|
|
Accumulated DERs
|
|
Unvested Phantom Units
|
|
Market Value
(2)
|
|
Accumulated DERs
|
|
Total Potential Payments
|
||||||||||
Corbin J. Robertson, Jr.
|
|
3,600
|
|
|
$
|
135,580
|
|
|
27,540
|
|
|
14,393
|
|
|
$
|
550,388
|
|
|
19,431
|
|
|
$
|
732,938
|
|
Craig W. Nunez
|
|
1,400
|
|
|
52,725
|
|
|
10,710
|
|
|
7,197
|
|
|
275,213
|
|
|
9,716
|
|
|
348,365
|
|
|||
Christopher J. Zolas
|
|
950
|
|
|
35,778
|
|
|
7,268
|
|
|
5,757
|
|
|
220,148
|
|
|
7,772
|
|
|
270,965
|
|
|||
Kathryn S. Wilson
|
|
950
|
|
|
35,778
|
|
|
7,268
|
|
|
4,798
|
|
|
183,476
|
|
|
6,477
|
|
|
232,998
|
|
|||
Jennifer L. Odinet
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,086
|
|
|
194,489
|
|
|
6,866
|
|
|
201,355
|
|
|||
Perry W. Donahoo
(3)
|
|
893
|
|
|
33,631
|
|
|
6,831
|
|
|
5,853
|
|
|
223,819
|
|
|
7,902
|
|
|
272,183
|
|
|
|
|
|
|
(1)
|
Calculated based on a per unit price of $37.661, the average closing price for our common units for the 20 trading days ended December 31, 2018, as required by the terms of the phantom unit agreements.
|
(2)
|
Calculated based on a unit price of $38.24, the closing price for the common units on December 31, 2018.
|
(3)
|
Amounts represent what Mr. Donahoo would have received if he had been an officer at December 31, 2018. Amounts actually received by Mr. Donahoo are shown in the table under “—Phantom Units Vested in 2018.” In accordance with his employment agreement with Quintana, if a change in control of NRP had occurred on December 31, 2018, Mr. Donahoo was also entitled to receive cash payment of $500,399 payable over the following 12 months, a cash bonus of $314,767, and reimbursement of COBRA premiums up to $40,616.
|
•
|
Effective January 1, 2018 through March 1, 2018, Mr. Russell D. Gordy served on the Audit Committee.
|
•
|
Effective March 2, 2018, Mr. Paul B. Murphy, Jr. joined the Board; and
|
•
|
Effective March 2, 2018, Mr. Galdino J. Claro joined the Board and the Audit Committee and the Conflicts Committee;
|
Name of Director
|
|
Fees Earned or Paid in Cash
|
|
2017 Plan Common Unit Awards
(1)
|
|
Total Compensation
|
||||||
Russell D. Gordy
|
|
$
|
81,250
|
|
|
$
|
69,811
|
|
|
$
|
151,061
|
|
Jasvinder S. Khaira
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
S. Reed Morian
|
|
75,000
|
|
|
69,811
|
|
|
144,811
|
|
|||
Richard A. Navarre
(3)
|
|
95,000
|
|
|
69,811
|
|
|
164,811
|
|
|||
Corbin J. Robertson, III
|
|
75,000
|
|
|
69,811
|
|
|
144,811
|
|
|||
Stephen P. Smith
(3)
|
|
95,000
|
|
|
69,811
|
|
|
164,811
|
|
|||
Leo A. Vecellio, Jr.
|
|
95,000
|
|
|
69,811
|
|
|
164,811
|
|
|||
Paul B. Murphy, Jr.
(4)
|
|
62,500
|
|
|
65,202
|
|
|
127,702
|
|
|||
Galdino J. Claro
(4)
|
|
70,833
|
|
|
65,202
|
|
|
136,035
|
|
|
|
|
|
|
(1)
|
Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures. For information regarding the assumptions used in calculating these amounts, see Note 19 to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
(2)
|
Mr. Khaira does not receive Board compensation as the Blackstone designee.
|
(3)
|
Messrs. Navarre and Smith elected to defer settlement of their common units awarded under the 2017 Plan until 90 days following their respective retirements or earlier departures from the Board.
|
(4)
|
Amounts prorated from March 2, 2018, the date Messrs. Murphy and Claro joined the Board.
|
Name of Director
|
|
Cash Settled Phantom Units
|
|
Value Realized
on Vesting
|
|||
Russell D. Gordy
|
|
389
|
|
|
$
|
20,223
|
|
Jasvinder S. Khaira
|
|
—
|
|
|
—
|
|
|
S. Reed Morian
|
|
389
|
|
|
20,223
|
|
|
Richard A. Navarre
|
|
389
|
|
|
20,223
|
|
|
Corbin J. Robertson, III
|
|
389
|
|
|
20,223
|
|
|
Stephen P. Smith
|
|
389
|
|
|
20,223
|
|
|
Leo A. Vecellio, Jr.
|
|
389
|
|
|
20,223
|
|
|
Paul B. Murphy, Jr.
|
|
—
|
|
|
—
|
|
|
Galdino J. Claro
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Name
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Non-Equity Incentive Plan Compensation
|
|
Phantom Unit Awards
|
|
All Other Compensation
|
|
Total
|
||||||||||||
Median Service Provider
|
|
2018
|
|
$
|
88,400
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,304
|
|
|
$
|
113,704
|
|
Name of Beneficial Owner
|
|
Common
Units
|
|
Percentage of
Common
Units
(1)
|
||
Corbin J. Robertson, Jr.
(2)
|
|
4,128,605
|
|
|
33.7
|
%
|
Premium Resources LLC
(3)
|
|
4,128,599
|
|
|
33.7
|
%
|
JPMorgan Chase & Co.
(4)
|
|
1,154,442
|
|
|
9.4
|
%
|
The Goldman Sachs Group, Inc.
(5)
|
|
785,207
|
|
|
6.4
|
%
|
Craig W. Nunez
|
|
—
|
|
|
—
|
|
Kathryn S. Wilson
|
|
—
|
|
|
—
|
|
Christopher J. Zolas
|
|
—
|
|
|
—
|
|
Perry W. Donahoo
(6)
|
|
7,504
|
|
|
*
|
|
Jennifer L. Odinet
|
|
—
|
|
|
—
|
|
Galdino J. Claro
|
|
4,114
|
|
|
*
|
|
Russell D. Gordy
(7)
|
|
11,354
|
|
|
*
|
|
Jasvinder S. Khaira
|
|
—
|
|
|
—
|
|
S. Reed Morian
|
|
4,354
|
|
|
*
|
|
Paul B. Murphy, Jr.
|
|
7,614
|
|
|
*
|
|
Richard A. Navarre
|
|
1,000
|
|
|
*
|
|
Corbin J. Robertson III
(8)
|
|
177,144
|
|
|
1.4
|
%
|
Stephen P. Smith
|
|
355
|
|
|
*
|
|
Leo A. Vecellio, Jr.
|
|
6,354
|
|
|
*
|
|
Directors and Officers as a Group
|
|
4,341,844
|
|
|
35.4
|
%
|
|
|
|
|
|
*
|
Less than one percent.
|
(1)
|
Percentages based upon 12,261,199 common units issued and outstanding as of
March 1, 2019
. Unless otherwise noted, beneficial ownership is less than 1%.
|
(2)
|
Mr. Robertson may be deemed to beneficially own the
4,128,599
common units owned by Premium Resources LLC. Mr. Robertson’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.
|
(3)
|
These common units may be deemed to be beneficially owned by Mr. Robertson. The address of Premium Resources LLC is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.
|
(4)
|
According to a Schedule 13G filing with the SEC on January 29, 2019, JPMorgan Chase & Co. holds sole voting power and sole dispositive power with respect to
1,154,442
common units in the Partnership. The business address of JPMorgan Chase & Co. is 270 Park Ave., New York, NY 10017.
|
(5)
|
According to a Schedule13G filing with the SEC on February 7, 2019, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to
785,207
common units in the Partnership. The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282.
|
(6)
|
Mr. Donahoo resigned as Chief Executive Officer—Construction Aggregates in December 2018 in connection with our sale of that business and is one of our Named Executive Officers for purposes of this Annual Report on Form 10-K.
|
(7)
|
Mr. Gordy may be deemed to beneficially own 5,000 common units owned by Minion Trail, Ltd. and 2,000 common units owned by Rock Creek Ranch 1, Ltd.
|
(8)
|
Mr. Robertson III may be deemed to beneficially own 9,783 common units held CIII Capital Management, LLC, 10,000 common units held by BHJ Investments, 5,046 common units held by The Corbin James Robertson III 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson. The address for CIII Capital Management, LLC is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002, the address for BHJ Investments is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002 and the address for The Corbin James Robertson III 2009 Family Trust is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002. The following common units are pledged as collateral for loans: 41,743 common units owned directly by Mr. Robertson III.
|
Name of Beneficial Owner
|
|
Preferred Units
|
|
Percentage of
Preferred Units
|
||
The Blackstone Group L.P.
(1)
|
|
142,500
|
|
|
57
|
%
|
GoldenTree Asset Management, LP
(2)
|
|
107,500
|
|
|
43
|
%
|
|
|
|
|
|
(1)
|
The Preferred Units are owned by funds managed by The Blackstone Group L.P., whose address is 345 Park Ave, New York, NY 10154. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P., and is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
|
(2)
|
The Preferred Units are owned by funds managed by GoldenTree Asset Management, LP, whose address is 300 Park Ave, New York, NY 10022. Steven A. Tananbaum serves as senior managing member of GoldenTree Asset Management LLC, the general partner of GoldenTree Asset Management, LP.
|
•
|
the entering into or holding of leases with a party other than an affiliate of the GP affiliate for any GP affiliate-owned fee coal reserves within the United States; and
|
•
|
the entering into or holding of subleases with a party other than an affiliate of the GP affiliate for coal reserves within the United States controlled by a paid-up lease owned by any GP affiliate or its affiliate.
|
•
|
the GP affiliate was engaged in the restricted business at the closing of the offering; provided that if the fair market value of the asset or group of related assets of the restricted business subsequently exceeds $10 million, the GP affiliate must offer the restricted business to us under the offer procedures described below.
|
•
|
the asset or group of related assets of the restricted business have a fair market value of $10 million or less; provided that if the fair market value of the assets of the restricted business subsequently exceeds $10 million, the GP affiliate must offer the restricted business to us under the offer procedures described below.
|
•
|
the asset or group of related assets of the restricted business have a fair market value of more than $10 million and the general partner (with the approval of the conflicts committee) has elected not to cause us to purchase these assets under the procedures described below.
|
•
|
its ownership in the restricted business consists solely of a non-controlling equity interest.
|
•
|
The ownership of natural resource properties in North America, including, but not limited to coal, aggregates and industrial minerals, and oil and gas. NRP leases these properties to mining or operating companies that mine or produce the resources and pay NRP a royalty.
|
•
|
The ownership and operation of transportation, storage and related logistics activities related to extracted hard minerals.
|
•
|
The ownership of non-operating working interests in oil and gas properties.
|
•
|
The ownership of non-controlling equity interests in companies involved in natural resource development and extraction.
|
•
|
The operation of construction aggregates mining and production businesses.
|
•
|
The ownership of equity interests in companies involved in the mining or extraction of coal.
|
•
|
Investments that do not generate "qualifying income" for a publicly traded partnership under U.S. tax regulations.
|
•
|
Investments outside of North America.
|
•
|
Midstream or refining businesses that do not involve hard extracted minerals, including the gathering, processing, fractionation, refining, storage or transportation of oil, natural gas or natural gas liquids.
|
•
|
Quintana Capital will first offer such opportunity in its entirety to NRP. NRP may elect to pursue such investment wholly for its own account, to pursue the opportunity jointly with Quintana Capital or not to pursue such opportunity.
|
•
|
If NRP elects not to pursue an NRP Business investment opportunity, Quintana Capital may pursue the investment for its own account on similar terms.
|
•
|
NRP will undertake to advise Quintana Capital of its decision regarding a potential investment opportunity within 10 business days of the identification of such opportunity to the Conflicts Committee.
|
•
|
If the opportunity is generated by individuals other than Mr. Robertson, the opportunity will belong to the entity for which those individuals are working.
|
•
|
If the opportunity is generated by Mr. Robertson and both NRP and Quintana Capital are interested in pursuing the opportunity, it is expected that the Conflicts Committee will work together with the relevant Limited Partner Advisory Committees for Quintana Capital to reach an equitable resolution of the conflict, which may involve investments by both parties.
|
•
|
approved by the conflicts committee, although our general partner is not obligated to seek such approval and our general partner may adopt a resolution or course of action that has not received approval;
|
•
|
on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
|
•
|
fair to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.
|
•
|
the relative interests of any party to such conflict and the benefits and burdens relating to such interest;
|
•
|
any customary or accepted industry practices or historical dealings with a particular person or entity;
|
•
|
generally accepted accounting practices or principles; and
|
•
|
such additional factors it determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances.
|
•
|
amount and timing of asset purchases and sales;
|
•
|
cash expenditures;
|
•
|
borrowings;
|
•
|
the issuance of additional common units; and
|
•
|
the creation, reduction or increase of reserves in any quarter.
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
$
|
957,272
|
|
|
$
|
1,049,905
|
|
Tax Fees
(2)
|
501,426
|
|
|
772,449
|
|
||
All Other Fees
(3)
|
—
|
|
|
1,820
|
|
|
|
|
|
|
(1)
|
Audit fees include fees associated with the annual integrated audit of our consolidated financial statements and internal controls over financial reporting, separate audits of subsidiaries and reviews of our quarterly financial statement for inclusion in our Form 10-Q and comfort letters; consents; work related to acquisitions; assistance with and review of documents filed with the SEC.
|
(2)
|
Tax fees include fees principally incurred for assistance with tax planning, compliance, tax return preparation and filing of Schedules K-1.
|
(3)
|
All other fees include the subscription to EY Online research tool.
|
Exhibit
Number
|
Description
|
Exhibit
Number
|
Description
|
|
NATURAL RESOURCE PARTNERS L.P.
|
||
|
By:
|
|
NRP (GP) LP, its general partner
|
|
By:
|
|
GP NATURAL RESOURCE
|
|
|
|
PARTNERS LLC, its general partner
|
|
|
|
|
Date: March 7, 2019
|
|
|
|
|
By:
|
|
/
s
/ CORBIN J. ROBERTSON, JR.
|
|
|
|
Corbin J. Robertson, Jr.
|
|
|
|
Chairman of the Board, Director and
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date: March 7, 2019
|
|
|
|
|
By:
|
|
/
s
/ CHRISTOPHER J. ZOLAS
|
|
|
|
Christopher J. Zolas
|
|
|
|
Chief Financial Officer and
|
|
|
|
Treasurer
|
|
|
|
(Principal Financial Officer)
|
Date: March 7, 2019
|
|
|
|
|
By:
|
|
/
s
/ JENNIFER L. ODINET
|
|
|
|
Jennifer L. Odinet
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Date: March 7, 2019
|
|
|
/
s
/ GALDINO J. CLARO
|
|
Galdino J. Claro
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ RUSSELL D. GORDY
|
|
Russell D. Gordy
|
|
Director
|
Date: March 7, 2019
|
|
|
|
|
Jasvinder S. Khaira
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ S. REED MORIAN
|
|
S. Reed Morian
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ PAUL B. MURPHY, JR.
|
|
Paul B. Murphy, Jr.
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ RICHARD A. NAVARRE
|
|
Richard A. Navarre
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ CORBIN J. ROBERTSON III
|
|
Corbin J. Robertson III
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ STEPHEN P. SMITH
|
|
Stephen P. Smith
|
|
Director
|
Date: March 7, 2019
|
|
|
/
s
/ LEO A. VECELLIO, JR.
|
|
Leo A. Vecellio, Jr.
|
|
Director
|
Consent of Independent Registered Public Accounting Firm
|
1)
|
Registration Statement (Form S-3 No. 333-217205) of Natural Resource Partners L.P.,
|
2)
|
Registration Statement (Form S-3 No. 333-187883) of Natural Resource Partners L.P., and
|
3)
|
Registration Statement (Form S-8 No. 333-222970) pertaining to the Natural Resource Partners L.P. 2017 Long-Term Incentive Plan;
|
1
|
I have reviewed this report on Form 10-K of Natural Resource Partners L.P.
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
By:
|
|
/s/ Corbin J. Robertson, Jr.
|
|
|
Corbin J. Robertson, Jr.
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
|
March 7, 2019
|
1.
|
I have reviewed this report on Form 10-K of Natural Resource Partners L.P.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
By:
|
|
/s/ Christopher J. Zolas
|
|
|
Christopher J. Zolas
|
|
|
Chief Financial Officer
|
|
|
|
Date:
|
|
March 7, 2019
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Corbin J. Robertson, Jr.
|
|
|
Corbin J. Robertson, Jr.
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
|
March 7, 2019
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Christopher J. Zolas
|
|
|
Christopher J. Zolas
|
|
|
Chief Financial Officer
|
|
|
|
Date:
|
|
March 7, 2019
|
Mine Name / MSHA Identification Number
|
Section 104 S&S
Citations
(1)
|
Section 104(b)
Orders
(2)
|
Section 104(d) Citations and
Orders
(3)
|
Section 110(b)(2)
Violations
(4)
|
Section 107(a)
Orders
(5)
|
Total Dollar Value of MSHA Assessments Proposed
(6)
|
Winn Materials-Clarksville/40-03094
|
3
|
0
|
0
|
0
|
0
|
$1,071
|
Winn Materials of KY-Grand Rivers/15-19561
|
1
|
0
|
0
|
0
|
0
|
$118
|
Laurel Aggregates/36-08891
|
1
|
0
|
0
|
0
|
0
|
$2,652
|
Southern Aggregates/Plant 7.2/16-01551
|
0
|
0
|
0
|
0
|
0
|
$3,069
|
Southern Aggregates/Plant 9/16-01536
|
0
|
0
|
0
|
0
|
0
|
$236
|
Southern Aggregates/Plant 10/16-01571
|
2
|
0
|
0
|
0
|
0
|
$906
|
Southern Aggregates/Plant 12/16-01546
|
0
|
0
|
0
|
0
|
0
|
$250
|
Southern Aggregates/Plant 14/16-01578
|
0
|
0
|
0
|
0
|
0
|
$0
|
Southern Aggregates/Plant 16/16-01563
|
0
|
0
|
0
|
0
|
0
|
$590
|
Southern Aggregates/Plant 20/16-01580
|
0
|
0
|
0
|
0
|
0
|
$0
|
(1)
|
Mine Act section 104 S&S citations shown above are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104 S&S citations in this column.
|
(2)
|
Mine Act section 104(b) orders are for alleged failures to totally abate a citation within the time period specified in the citation.
|
(3)
|
Mine Act section 104(d) citations and orders are for an alleged unwarrantable failure (
i.e.
, aggravated conduct constituting more than ordinary negligence) to comply with mandatory health or safety standards.
|
(4)
|
Mine Act section 110(b)(2) violations are for an alleged “flagrant” failure (
i.e.
, reckless or repeated) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
|
(5)
|
Mine Act section 107(a) orders are for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition.
|
(6)
|
Amounts shown include assessments proposed by MSHA during the twelve-month period of January 1, 2018 to December 11, 2018 on all citations and orders, including those citations and orders that are not required to be included within the above chart.
|
(7)
|
No. of vacated citations during 2018: Laurel Aggregates-Five (5) vacated 104(a) citations; Southern Aggregates-One (1) vacated 104(a) citations.
|
Mine Name / MSHA Identification Number
|
Total Number of Mining Related Fatalities
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
(1)
|
Legal Actions Pending as of Last Day of Period
|
Legal Actions Initiated During Period
|
Legal Actions Resolved During Period
|
Winn Materials-Clarksville/40-03094
|
0
|
N
|
0
|
1
|
1
|
Winn Materials of KY-Grand Rivers/15-19561
|
0
|
N
|
0
|
0
|
0
|
Laurel Aggregates/36-08891
|
0
|
N
|
0
|
1
|
1
|
Southern Aggregates/Plant 7.2/16-01551
|
0
|
N
|
2
|
1
|
0
|
Southern Aggregates/Plant 9/16-01536
|
0
|
N
|
0
|
0
|
0
|
Southern Aggregates/Plant 11/16-01571
|
0
|
N
|
0
|
0
|
0
|
Southern Aggregates/Plant 12/16-01546
|
0
|
N
|
0
|
0
|
1
|
Southern Aggregates/Plant 14/16-01578
|
0
|
N
|
0
|
0
|
0
|
Southern Aggregates/Plant 16/16-01563
|
0
|
N
|
0
|
1
|
1
|
Southern Aggregates/Plant 20/16-01580
|
0
|
N
|
0
|
0
|
0
|
Mine Name / MSHA Identification Number
|
Contests of Citations and Orders
|
Contests of Proposed Penalties
|
Complaints for Compensation
|
Complaints of Discharge/ Discrimination/ Interference
|
Applications for Temporary Relief
|
Appeals of Judges Rulings
|
Winn Materials-Clarksville/40-03094
|
0
|
0
|
0
|
0
|
0
|
0
|
Winn Materials of KY-Grand Rivers/15-19561
|
0
|
0
|
0
|
0
|
0
|
0
|
Laurel Aggregates/36-08891
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 7.2/16-01551
|
0
|
2
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 9/16-01536
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 10/16-01571
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 12/16-01546
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 14/16-01578
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 16/16-01563
|
0
|
0
|
0
|
0
|
0
|
0
|
Southern Aggregates/Plant 20/16-01580
|
0
|
0
|
0
|
0
|
0
|
0
|
Ciner Wyoming LLC
(A Majority-Owned Subsidiary of Ciner Resources LP)
Financial Statements as of December 31, 2018 and 2017 and for the Years Ended December 31, 2018, 2017, and 2016, and Report of Independent Registered Public Accounting Firm
|
|
|
Page Number
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
3
|
BALANCE SHEETS AS OF DECEMBER 31, 2018 AND 2017
|
4
|
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
|
5
|
STATEMENTS OF MEMBERS' EQUITY FOR THE YEARS ENDED DECEMBER 2018, 2017, AND 2016
|
6
|
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
|
7
|
NOTES TO THE FINANCIAL STATEMENTS
|
8
|
|
1.
|
Corporate Structure
|
|
|
Useful Lives
|
Land improvements
|
|
10 years
|
Depletable land
|
|
15-60 years
|
Buildings and building improvements
|
|
10-30 years
|
Computer hardware
|
|
3-5 years
|
Machinery and equipment
|
|
5-20 years
|
Furniture and fixtures
|
|
10 years
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||||||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts - current
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Accrued Expenses
|
|
$
|
319
|
|
|
Accrued Expenses
|
|
$
|
2
|
|
Natural gas forward contracts - current
|
|
|
—
|
|
|
|
|
—
|
|
|
Accrued Expenses
|
|
1,617
|
|
|
Accrued Expenses
|
|
1,906
|
|
||||
Natural gas forward contracts - non-current
|
|
|
—
|
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
5,555
|
|
|
Other non-current liabilities
|
|
5,301
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
7,491
|
|
|
|
|
$
|
7,209
|
|
•
|
Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
|
•
|
Level 2-inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
|
•
|
Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
|
|
|
2018
|
|
2017
|
||||
Trade receivables
|
|
$
|
30,993
|
|
|
$
|
27,480
|
|
Other receivables
|
|
5,897
|
|
|
6,731
|
|
||
|
|
36,890
|
|
|
34,211
|
|
||
Allowance for doubtful accounts
|
|
(20
|
)
|
|
(25
|
)
|
||
Total
|
|
$
|
36,870
|
|
|
$
|
34,186
|
|
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
10,867
|
|
|
$
|
10,076
|
|
Finished goods
|
|
5,112
|
|
|
3,233
|
|
||
Stores inventory, current
|
|
6,296
|
|
|
6,484
|
|
||
Total
|
|
$
|
22,275
|
|
|
$
|
19,793
|
|
|
|
2018
|
|
2017
|
||||
Land and land improvements
|
|
$
|
192
|
|
|
$
|
192
|
|
Depletable land
|
|
2,957
|
|
|
2,957
|
|
||
Buildings and building improvements
|
|
137,176
|
|
|
134,974
|
|
||
Computer hardware
|
|
4,680
|
|
|
5,346
|
|
||
Machinery and equipment
|
|
649,488
|
|
|
624,415
|
|
||
Total
|
|
794,493
|
|
|
767,884
|
|
||
Less accumulated depreciation, depletion and amortization
|
|
(614,415
|
)
|
|
(592,045
|
)
|
||
Total net book value
|
|
180,078
|
|
|
175,839
|
|
||
Construction in progress
|
|
46,333
|
|
|
32,530
|
|
||
Property, plant, and equipment, net
|
|
$
|
226,411
|
|
|
$
|
208,369
|
|
|
|
2018
|
|
2017
|
||||
Stores inventory, non-current
|
|
$
|
19,394
|
|
|
$
|
18,589
|
|
Internal-use software
|
|
6,191
|
|
|
—
|
|
||
Deferred financing costs and other
|
|
747
|
|
|
1,044
|
|
||
Total
|
|
$
|
26,332
|
|
|
$
|
19,633
|
|
|
|
2018
|
|
2017
|
||||
Accrued capital expenditures
|
|
$
|
13,131
|
|
|
$
|
864
|
|
Accrued employee compensation & benefits
|
|
7,083
|
|
|
6,551
|
|
||
Accrued energy costs
|
|
6,592
|
|
|
5,245
|
|
||
Accrued royalty costs
|
|
6,529
|
|
|
4,533
|
|
||
Accrued other taxes
|
|
4,747
|
|
|
4,753
|
|
||
Accrued derivatives fair values
|
|
1,936
|
|
|
1,908
|
|
||
Other accruals
|
|
3,673
|
|
|
3,455
|
|
||
Total
|
|
$
|
43,691
|
|
|
$
|
27,309
|
|
|
|
2018
|
|
2017
|
||||
Variable Rate Demand Revenue Bonds, principal paid October 1, 2018, interest payable monthly, bearing an interest rate of 1.82% at December 31, 2017
|
|
$
|
—
|
|
|
$
|
11,400
|
|
Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 3.99% at December 31, 2018 and 3.08% at December 31, 2017
|
|
99,000
|
|
|
138,000
|
|
||
Total debt
|
|
99,000
|
|
|
149,400
|
|
||
Less current portion of long-term debt
|
|
—
|
|
|
11,400
|
|
||
Total long-term debt
|
|
$
|
99,000
|
|
|
$
|
138,000
|
|
2019
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
99,000
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
99,000
|
|
|
2018
|
|
2017
|
||||
Reclamation reserve
|
$
|
5,366
|
|
|
$
|
5,080
|
|
Derivative instruments and hedges, fair value liabilities
|
5,555
|
|
|
5,301
|
|
||
Other
|
—
|
|
|
20
|
|
||
Total
|
$
|
10,921
|
|
|
$
|
10,401
|
|
|
2018
|
|
2017
|
||||
Reclamation reserve at beginning of year
|
$
|
5,080
|
|
|
$
|
5,537
|
|
Accretion expense
|
286
|
|
|
300
|
|
||
Reclamation adjustment
(1)
|
—
|
|
|
(757
|
)
|
||
Reclamation reserve at end of year
|
$
|
5,366
|
|
|
$
|
5,080
|
|
|
|
|
Interest Rate Swap Contract
|
|
Natural Gas Forwards Contracts
|
|
Total
|
||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2015
|
|
$
|
(819
|
)
|
|
$
|
(3,372
|
)
|
|
$
|
(4,191
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss before reclassification
|
|
(401
|
)
|
|
(544
|
)
|
|
(945
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
781
|
|
|
1,076
|
|
|
1,857
|
|
|||
|
|
|
|
|
|
|
||||||
Net current-period other comprehensive income (loss)
|
|
380
|
|
|
532
|
|
|
912
|
|
|||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2016
|
|
$
|
(439
|
)
|
|
$
|
(2,840
|
)
|
|
$
|
(3,279
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassification
|
|
61
|
|
|
(5,411
|
)
|
|
(5,350
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
376
|
|
|
1,044
|
|
|
1,420
|
|
|||
|
|
|
|
|
|
|
||||||
Net current-period other comprehensive income (loss)
|
|
437
|
|
|
(4,367
|
)
|
|
(3,930
|
)
|
|||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2017
|
|
$
|
(2
|
)
|
|
$
|
(7,207
|
)
|
|
$
|
(7,209
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss before reclassification
|
|
(354
|
)
|
|
(1,002
|
)
|
|
(1,356
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
37
|
|
|
1,037
|
|
|
1,074
|
|
|||
|
|
|
|
|
|
|
||||||
Net current-period other comprehensive income (loss)
|
|
(317
|
)
|
|
35
|
|
|
(282
|
)
|
|||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2018
|
|
$
|
(319
|
)
|
|
$
|
(7,172
|
)
|
|
$
|
(7,491
|
)
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
Affected Line Items on the Statements of Operations and Comprehensive Income
|
||||||
Details about other comprehensive income/(loss) components:
|
|
|
|
|
|
|
|
|
||||||
Gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
$
|
37
|
|
|
$
|
376
|
|
|
$
|
781
|
|
|
Interest expense
|
Commodity hedge contracts
|
|
1,037
|
|
|
1,044
|
|
|
1,076
|
|
|
Cost of Products Sold
|
|||
Total reclassifications for the period
|
|
$
|
1,074
|
|
|
$
|
1,420
|
|
|
$
|
1,857
|
|
|
|
|
Leased Land
|
|
Track Leases
|
|
Total
|
||||||
2019
|
$
|
75
|
|
|
$
|
70
|
|
|
$
|
145
|
|
2020
|
75
|
|
|
70
|
|
|
145
|
|
|||
2021
|
75
|
|
|
33
|
|
|
108
|
|
|||
2022
|
75
|
|
|
—
|
|
|
75
|
|
|||
2023
|
75
|
|
|
—
|
|
|
75
|
|
|||
2024 and thereafter
|
1,275
|
|
|
—
|
|
|
1,275
|
|
|||
Total
|
$
|
1,650
|
|
|
$
|
173
|
|
|
$
|
1,823
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ciner Corp
|
$
|
13,728
|
|
|
$
|
13,549
|
|
|
$
|
13,754
|
|
ANSAC
(1)
|
2,998
|
|
|
2,487
|
|
|
3,821
|
|
|||
Ciner Resources
|
972
|
|
|
484
|
|
|
—
|
|
|||
Total selling, general and administrative expenses - affiliates
|
$
|
17,698
|
|
|
$
|
16,520
|
|
|
$
|
17,575
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
ANSAC
|
$
|
253,345
|
|
|
$
|
222,231
|
|
|
$
|
262,220
|
|
CIDT
|
—
|
|
|
82,266
|
|
|
9,054
|
|
|||
Total
|
$
|
253,345
|
|
|
$
|
304,497
|
|
|
$
|
271,274
|
|
|
2018
|
|
2017
|
||||||||||||
|
Due from Affiliates
|
|
Due to Affiliates
|
|
Due from Affiliates
|
|
Due to Affiliates
|
||||||||
ANSAC
|
$
|
48,707
|
|
|
$
|
743
|
|
|
$
|
57,673
|
|
|
$
|
1,338
|
|
CIDT
|
7,116
|
|
|
—
|
|
|
32,841
|
|
|
—
|
|
||||
Ciner Corp
|
14,324
|
|
|
2,014
|
|
|
7,803
|
|
|
1,641
|
|
||||
Other
|
212
|
|
|
86
|
|
|
195
|
|
|
105
|
|
||||
Total
|
$
|
70,359
|
|
|
$
|
2,843
|
|
|
$
|
98,512
|
|
|
$
|
3,084
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
|
$
|
233,414
|
|
|
$
|
192,843
|
|
|
$
|
192,550
|
|
International:
|
|
|
|
|
|
|
||||||
ANSAC
|
|
253,345
|
|
|
222,231
|
|
|
262,220
|
|
|||
CIDT
|
|
—
|
|
|
82,266
|
|
|
9,054
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
11,363
|
|
|||
Total international
|
|
253,345
|
|
|
304,497
|
|
|
282,637
|
|
|||
Total net sales
|
|
$
|
486,759
|
|
|
$
|
497,340
|
|
|
$
|
475,187
|
|