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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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NATURAL RESOURCE PARTNERS L.P.
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|||
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(Exact name of registrant as specified in its charter)
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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 No.)
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1201 Louisiana Street, Suite 3400
Houston, Texas 77002
(Address of principal executive offices)
(Zip Code)
(713) 751-7507
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(Registrant’s telephone number, including area code)
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Title of each class
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Trading Symbol(s)
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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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NRP
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New York Stock Exchange
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(In thousands)
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Amount
|
|
% of Total
|
||
Coal Royalty and Other
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|
$
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216,846
|
|
|
82%
|
Soda Ash
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|
47,089
|
|
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18%
|
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Total
|
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$
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263,935
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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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|
|
|
|
|
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|||
Northern
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301,742
|
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|
3,031
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|
|
304,773
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Central
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720,378
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|
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242,379
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|
|
962,757
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Southern
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57,881
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|
|
19,794
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|
|
77,675
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Total Appalachia Basin
|
|
1,080,001
|
|
|
265,204
|
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|
1,345,205
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Illinois Basin
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299,818
|
|
|
5,074
|
|
|
304,892
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Northern Powder River Basin
|
|
—
|
|
|
163,555
|
|
|
163,555
|
|
Gulf Coast
|
|
—
|
|
|
1,957
|
|
|
1,957
|
|
Total
|
|
1,379,819
|
|
|
435,790
|
|
|
1,815,609
|
|
|
|
|
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(1)
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In excess of 90% 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
|
|||
Appalachia Basin
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|
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|
|
|||
Northern
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243,939
|
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60,834
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304,773
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Central
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545,949
|
|
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416,808
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|
|
962,757
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Southern
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58,554
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|
|
19,121
|
|
|
77,675
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Total Appalachia Basin
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848,442
|
|
|
496,763
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1,345,205
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Illinois Basin
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|
304,892
|
|
|
—
|
|
|
304,892
|
|
Northern Powder River Basin
|
|
163,555
|
|
|
—
|
|
|
163,555
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|
Gulf Coast
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|
1,875
|
|
|
82
|
|
|
1,957
|
|
Total
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|
1,318,764
|
|
|
496,845
|
|
|
1,815,609
|
|
|
|
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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
|
|
Typical Quality (1)
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|||||||||||||||
(Tons in thousands)
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Compliance Coal (2)
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Low
(<1.0%)
|
|
Medium
(1.0%
to
1.5%)
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High
(>1.5%)
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|
Total
|
|
Heat
Content
(Btu per
pound)
|
|
Sulfur
(%)
|
|||||||
Appalachia Basin
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|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Northern
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|
46,307
|
|
|
46,507
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|
|
1,002
|
|
|
257,264
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|
304,773
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|
|
12,977
|
|
|
2.61
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Central
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443,313
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|
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677,143
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239,230
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|
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46,384
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962,757
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|
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13,238
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|
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0.91
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Southern
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43,382
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|
|
47,905
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|
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27,180
|
|
|
2,590
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|
|
77,675
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|
13,405
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|
0.96
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Total Appalachia Basin
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|
533,002
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771,555
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267,412
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306,238
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1,345,205
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13,189
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1.30
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Illinois Basin
|
|
—
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|
|
—
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2,152
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302,740
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304,892
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11,476
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|
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3.29
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Northern Powder River Basin
|
|
—
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|
|
163,555
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|
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—
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|
|
—
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|
|
163,555
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|
|
8,800
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|
|
0.65
|
|
Gulf Coast
|
|
82
|
|
|
1,957
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|
|
—
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|
|
—
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|
|
1,957
|
|
|
6,964
|
|
|
0.69
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Total
|
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533,084
|
|
|
937,067
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|
|
269,564
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|
|
608,978
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|
|
1,815,609
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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 Appalachia Basin 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)
|
|
Thermal
|
|
Metallurgical
|
|
Total
|
|||
Appalachia Basin
|
|
|
|
|
|
|
|||
Northern
|
|
2,781
|
|
|
679
|
|
|
3,460
|
|
Central
|
|
3,117
|
|
|
10,260
|
|
|
13,377
|
|
Southern
|
|
470
|
|
|
1,200
|
|
|
1,670
|
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Total Appalachia Basin
|
|
6,368
|
|
|
12,139
|
|
|
18,507
|
|
Illinois Basin
|
|
2,201
|
|
|
—
|
|
|
2,201
|
|
Northern Powder River Basin
|
|
3,036
|
|
|
—
|
|
|
3,036
|
|
Total
|
|
11,605
|
|
|
12,139
|
|
|
23,744
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Region
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|
Property/Lease Name
|
|
Operator(s)
|
|
Coal Type
|
|
2019 Sales Volumes (Millions of Tons)
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Appalachia Basin
|
|
|
|
|
|
|
|
|
Northern
|
|
Hibbs Run
|
|
Murray Energy Corporation
|
|
Thermal
|
|
2.0
|
Northern
|
|
Mettiki Coal
|
|
Alliance Resource Partners
|
|
Met/Thermal
|
|
0.8
|
Central
|
|
Contura-CAPP (VA)
|
|
Contura Energy, Inc.
|
|
Met
|
|
3.8
|
Central
|
|
Coal Mountain
|
|
CM Energy Properties, LP
|
|
Met
|
|
1.3
|
Central
|
|
Aracoma
|
|
Contura Energy, Inc.
|
|
Met
|
|
1.2
|
Central
|
|
Elk Creek
|
|
Ramaco Resources, Inc.
|
|
Met
|
|
1.1
|
Central
|
|
Lynch
|
|
Blackjewel, LLC; InMet, LLC
|
|
Met/Thermal
|
|
0.9
|
Southern
|
|
Oak Grove
|
|
Murray Metallurgical Coal Holdings LLC
|
|
Met
|
|
1.2
|
Illinois Basin
|
|
Macoupin
|
|
Foresight Energy LP
|
|
Thermal
|
|
1.6
|
Illinois Basin
|
|
Williamson
|
|
Foresight Energy LP
|
|
Thermal
|
|
0.3
|
Illinois Basin
|
|
Hillsboro
|
|
Foresight Energy LP
|
|
Thermal
|
|
0.2
|
Northern Powder River Basin
|
|
Western Energy
|
|
Rosebud Mining, LLC
|
|
Thermal
|
|
3.0
|
•
|
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, 2019;
|
•
|
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;
|
•
|
approximately 2 million tons of coal reserves (primarily lignite and some bituminous coal) on 95,000 net mineral acres of coal rights 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; 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;
|
•
|
global or national health concerns, including the outbreak of pandemic or contagious disease, such as the recent coronavirus;
|
•
|
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;
|
•
|
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;
|
•
|
the availability of transportation networks and facilities and interruptions due to transportation delays;
|
•
|
adverse weather and natural disasters, such as heavy rains and flooding;
|
•
|
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;
|
•
|
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.
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
We do not have any employees and we rely solely on employees of affiliates of the general partner;
|
•
|
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
|
|
—
|
|
|
—
|
|
|
613,018 (1)
|
|
Equity compensation plans not approved by security holders
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Total
|
|
—
|
|
|
—
|
|
|
613,018
|
|
|
|
|
|
|
(1)
|
As of December 31, 2019, 157,789 phantom units were outstanding under the plan. Each phantom unit represents the right to receive one common unit, together with associated distribution equivalent rights.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(In thousands, except per unit data)
|
2019
|
|
2018 (1)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total revenues and other income
|
$
|
263,935
|
|
|
$
|
278,512
|
|
|
$
|
246,325
|
|
|
$
|
279,244
|
|
|
$
|
300,635
|
|
Asset impairments
|
$
|
148,214
|
|
|
$
|
18,280
|
|
|
$
|
2,967
|
|
|
$
|
15,861
|
|
|
$
|
378,327
|
|
Income (loss) from operations
|
$
|
51,321
|
|
|
$
|
192,538
|
|
|
$
|
176,559
|
|
|
$
|
181,157
|
|
|
$
|
(170,699
|
)
|
Net income (loss) from continuing operations
|
$
|
(25,414
|
)
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
|
$
|
(260,443
|
)
|
Net income from continuing operations excluding impairments
|
$
|
122,800
|
|
|
$
|
140,640
|
|
|
$
|
85,452
|
|
|
$
|
106,487
|
|
|
$
|
117,884
|
|
Net income (loss) from discontinued operations
|
$
|
956
|
|
|
$
|
17,687
|
|
|
$
|
6,182
|
|
|
$
|
6,266
|
|
|
$
|
(311,277
|
)
|
Net income (loss)
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
|
$
|
96,892
|
|
|
$
|
(571,720
|
)
|
Per common unit amounts (basic)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
(4.43
|
)
|
|
$
|
7.35
|
|
|
$
|
4.57
|
|
|
$
|
7.28
|
|
|
$
|
(20.80
|
)
|
Net income (loss) from discontinued operations
|
$
|
0.08
|
|
|
$
|
1.42
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
(24.94
|
)
|
Net income (loss)
|
$
|
(4.35
|
)
|
|
$
|
8.77
|
|
|
$
|
5.06
|
|
|
$
|
7.78
|
|
|
$
|
(45.75
|
)
|
Per common unit amounts (diluted)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
(4.43
|
)
|
|
$
|
5.90
|
|
|
$
|
3.68
|
|
|
$
|
7.28
|
|
|
$
|
(20.80
|
)
|
Net income (loss) from discontinued operations
|
$
|
0.08
|
|
|
$
|
0.86
|
|
|
$
|
0.28
|
|
|
$
|
0.50
|
|
|
$
|
(24.94
|
)
|
Net income (loss)
|
$
|
(4.35
|
)
|
|
$
|
6.76
|
|
|
$
|
3.96
|
|
|
$
|
7.78
|
|
|
$
|
(45.75
|
)
|
Distributions paid per common unit
|
$
|
2.65
|
|
|
$
|
1.80
|
|
|
$
|
1.80
|
|
|
$
|
1.80
|
|
|
$
|
2.70
|
|
Average number of common units outstanding - basic
|
12,260
|
|
|
12,244
|
|
|
12,232
|
|
|
12,232
|
|
|
12,232
|
|
|||||
Average number of common units outstanding - diluted
|
12,260
|
|
|
20,234
|
|
|
21,950
|
|
|
12,232
|
|
|
12,232
|
|
|||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities of continuing operations
|
$
|
137,319
|
|
|
$
|
178,282
|
|
|
$
|
112,151
|
|
|
$
|
80,243
|
|
|
$
|
144,907
|
|
Investing activities of continuing operations
|
$
|
8,221
|
|
|
$
|
7,607
|
|
|
$
|
9,807
|
|
|
$
|
65,057
|
|
|
$
|
15,805
|
|
Financing activities of continuing operations
|
$
|
(253,305
|
)
|
|
$
|
(6,839
|
)
|
|
$
|
(134,149
|
)
|
|
$
|
(146,373
|
)
|
|
$
|
(166,443
|
)
|
Distributable cash flow (2)
|
$
|
144,933
|
|
|
$
|
383,980
|
|
|
$
|
121,958
|
|
|
$
|
255,172
|
|
|
$
|
157,815
|
|
Free cash flow (2)
|
$
|
139,040
|
|
|
$
|
183,440
|
|
|
$
|
121,324
|
|
|
$
|
75,970
|
|
|
$
|
144,210
|
|
Cash flow cushion (2)
|
$
|
7,762
|
|
|
$
|
16,080
|
|
|
$
|
9,248
|
|
|
$
|
(29,444
|
)
|
|
$
|
(8,339
|
)
|
Adjusted EBITDA (2)
|
$
|
199,228
|
|
|
$
|
230,241
|
|
|
$
|
211,483
|
|
|
$
|
235,273
|
|
|
$
|
240,553
|
|
Cash, cash equivalents and restricted cash
|
$
|
98,265
|
|
|
$
|
206,030
|
|
|
$
|
26,980
|
|
|
$
|
39,171
|
|
|
$
|
40,244
|
|
Total assets
|
$
|
1,085,907
|
|
|
$
|
1,341,647
|
|
|
$
|
1,389,164
|
|
|
$
|
1,448,649
|
|
|
$
|
1,674,865
|
|
Current portion of long-term debt, net
|
$
|
45,776
|
|
|
$
|
115,184
|
|
|
$
|
79,740
|
|
|
$
|
140,037
|
|
|
$
|
80,745
|
|
Long-term debt, net
|
$
|
470,422
|
|
|
$
|
557,574
|
|
|
$
|
729,608
|
|
|
$
|
990,234
|
|
|
$
|
1,130,696
|
|
Long-term lease obligations (3)
|
$
|
3,506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class A convertible preferred units
|
$
|
164,587
|
|
|
$
|
164,587
|
|
|
$
|
173,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Partners’ capital
|
$
|
338,963
|
|
|
$
|
423,481
|
|
|
$
|
265,211
|
|
|
$
|
151,530
|
|
|
$
|
76,336
|
|
|
|
|
|
|
(1)
|
On January 1, 2018, NRP adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, and all the related amendments 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 for the years ended December 31, 2017, 2016 and 2015 have not been restated and continues to be reported under the standards in effect for those periods.
|
(2)
|
See "—Non-GAAP Financial Measures" below.
|
(3)
|
On January 1, 2019, NRP adopted Accounting Standards Codification (ASC) 842, Leases, and all the related amendments and recognized assets and liabilities on its Consolidated Balance Sheet for the present value of the rights and obligations created by all leases with terms of more than 12 months.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
137,319
|
|
|
$
|
178,282
|
|
|
$
|
112,151
|
|
|
$
|
80,243
|
|
|
$
|
144,907
|
|
Add: distributions from unconsolidated investment in excess of cumulative earnings
|
—
|
|
|
2,097
|
|
|
5,646
|
|
|
—
|
|
|
—
|
|
|||||
Add: proceeds from asset sales and disposals
|
6,500
|
|
|
2,449
|
|
|
1,151
|
|
|
62,117
|
|
|
13,605
|
|
|||||
Add: proceeds from sale of discontinued operations
|
(629
|
)
|
|
198,091
|
|
|
—
|
|
|
109,872
|
|
|
—
|
|
|||||
Add: return of long-term contract receivables
|
1,743
|
|
|
3,061
|
|
|
3,010
|
|
|
2,968
|
|
|
2,463
|
|
|||||
Less: maintenance capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(416
|
)
|
|||||
Less: distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,744
|
)
|
|||||
Distributable cash flow
|
$
|
144,933
|
|
|
$
|
383,980
|
|
|
$
|
121,958
|
|
|
$
|
255,172
|
|
|
$
|
157,815
|
|
Less: proceeds from asset sales and disposals
|
(6,500
|
)
|
|
(2,449
|
)
|
|
(1,151
|
)
|
|
(62,117
|
)
|
|
(13,605
|
)
|
|||||
Less: proceeds from sale of discontinued operations
|
629
|
|
|
(198,091
|
)
|
|
—
|
|
|
(109,872
|
)
|
|
—
|
|
|||||
Less: expansion capital expenditures
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: acquisition costs classified as financing activities
|
—
|
|
|
—
|
|
|
517
|
|
|
(7,213
|
)
|
|
—
|
|
|||||
Free cash flow
|
$
|
139,040
|
|
|
$
|
183,440
|
|
|
$
|
121,324
|
|
|
$
|
75,970
|
|
|
$
|
144,210
|
|
Less: cash flow from one-time Hillsboro litigation settlement
|
—
|
|
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: mandatory Opco debt repayments
|
(68,128
|
)
|
|
(80,765
|
)
|
|
(80,765
|
)
|
|
(82,949
|
)
|
|
(80,791
|
)
|
|||||
Less: preferred unit distributions and redemption of PIK units
|
(30,000
|
)
|
|
(39,109
|
)
|
|
(8,844
|
)
|
|
—
|
|
|
—
|
|
|||||
Less: common unit distributions
|
(33,150
|
)
|
|
(22,486
|
)
|
|
(22,467
|
)
|
|
(22,465
|
)
|
|
(71,758
|
)
|
|||||
Cash flow cushion
|
$
|
7,762
|
|
|
$
|
16,080
|
|
|
$
|
9,248
|
|
|
$
|
(29,444
|
)
|
|
$
|
(8,339
|
)
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net income (loss) from continuing operations
|
$
|
(25,414
|
)
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
|
$
|
90,626
|
|
|
$
|
(260,443
|
)
|
Less: equity earnings from unconsolidated investment
|
(47,089
|
)
|
|
(48,306
|
)
|
|
(40,457
|
)
|
|
(40,061
|
)
|
|
(49,918
|
)
|
|||||
Less: net income attributable to non-controlling interest
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: gain on reserve swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,290
|
)
|
|||||
Add: total distributions from unconsolidated investment
|
31,850
|
|
|
46,550
|
|
|
49,000
|
|
|
46,550
|
|
|
46,795
|
|
|||||
Add: interest expense, net
|
47,453
|
|
|
70,178
|
|
|
82,028
|
|
|
90,531
|
|
|
89,744
|
|
|||||
Add: debt modification expense
|
—
|
|
|
—
|
|
|
7,939
|
|
|
—
|
|
|
—
|
|
|||||
Add: loss on extinguishment of debt
|
29,282
|
|
|
—
|
|
|
4,107
|
|
|
—
|
|
|
—
|
|
|||||
Add: depreciation, depletion and amortization
|
14,932
|
|
|
21,689
|
|
|
23,414
|
|
|
31,766
|
|
|
45,338
|
|
|||||
Add: asset impairments
|
148,214
|
|
|
18,280
|
|
|
2,967
|
|
|
15,861
|
|
|
378,327
|
|
|||||
Adjusted EBITDA
|
$
|
199,228
|
|
|
$
|
230,241
|
|
|
$
|
211,483
|
|
|
$
|
235,273
|
|
|
$
|
240,553
|
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
(In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
Revenues and other income
|
|
$
|
216,846
|
|
|
$
|
47,089
|
|
|
$
|
—
|
|
|
$
|
263,935
|
|
Net income (loss) from continuing operations
|
|
$
|
21,211
|
|
|
$
|
46,840
|
|
|
$
|
(93,465
|
)
|
|
$
|
(25,414
|
)
|
Asset impairments
|
|
148,214
|
|
|
—
|
|
|
—
|
|
|
148,214
|
|
||||
Net income (loss) from continuing operations excluding asset impairments
|
|
$
|
169,425
|
|
|
$
|
46,840
|
|
|
$
|
(93,465
|
)
|
|
$
|
122,800
|
|
Adjusted EBITDA (1)
|
|
$
|
184,357
|
|
|
$
|
31,601
|
|
|
$
|
(16,730
|
)
|
|
$
|
199,228
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
178,863
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
137,319
|
|
Investing activities
|
|
$
|
8,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,221
|
|
Financing activities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(253,305
|
)
|
|
$
|
(253,305
|
)
|
Distributable cash flow (1)
|
|
$
|
187,106
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
144,933
|
|
Free cash flow (1)
|
|
$
|
180,584
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
139,040
|
|
Cash flow cushion (1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
$
|
7,762
|
|
|
|
|
|
|
(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)
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||
Coal Royalty and Other
|
|
$
|
216,846
|
|
|
$
|
230,206
|
|
|
$
|
(13,360
|
)
|
|
(6
|
)%
|
Soda Ash
|
|
47,089
|
|
|
48,306
|
|
|
(1,217
|
)
|
|
(3
|
)%
|
|||
Total
|
|
$
|
263,935
|
|
|
$
|
278,512
|
|
|
$
|
(14,577
|
)
|
|
(5
|
)%
|
|
For the Year Ended December 31,
|
|
Increase
(Decrease)
|
|
Percentage
Change
|
|||||||||
(In thousands, except per ton data)
|
2019
|
|
2018
|
|
||||||||||
Coal sales volumes (tons)
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
3,460
|
|
|
3,187
|
|
|
273
|
|
|
9
|
%
|
|||
Central
|
13,377
|
|
|
14,997
|
|
|
(1,620
|
)
|
|
(11
|
)%
|
|||
Southern
|
1,670
|
|
|
1,710
|
|
|
(40
|
)
|
|
(2
|
)%
|
|||
Total Appalachia
|
18,507
|
|
|
19,894
|
|
|
(1,387
|
)
|
|
(7
|
)%
|
|||
Illinois Basin
|
2,201
|
|
|
2,739
|
|
|
(538
|
)
|
|
(20
|
)%
|
|||
Northern Powder River Basin
|
3,036
|
|
|
4,313
|
|
|
(1,277
|
)
|
|
(30
|
)%
|
|||
Total coal sales volumes
|
23,744
|
|
|
26,946
|
|
|
(3,202
|
)
|
|
(12
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenue per ton
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
1.96
|
|
|
$
|
2.74
|
|
|
$
|
(0.78
|
)
|
|
(28
|
)%
|
Central
|
5.53
|
|
|
5.62
|
|
|
(0.09
|
)
|
|
(2
|
)%
|
|||
Southern
|
6.69
|
|
|
7.20
|
|
|
(0.51
|
)
|
|
(7
|
)%
|
|||
Illinois Basin
|
4.66
|
|
|
4.63
|
|
|
0.03
|
|
|
1
|
%
|
|||
Northern Powder River Basin
|
2.90
|
|
|
2.65
|
|
|
0.25
|
|
|
9
|
%
|
|||
Combined average coal royalty revenue per ton
|
4.67
|
|
|
4.80
|
|
|
(0.13
|
)
|
|
(3
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenues
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
6,775
|
|
|
$
|
8,719
|
|
|
$
|
(1,944
|
)
|
|
(22
|
)%
|
Central
|
73,960
|
|
|
84,302
|
|
|
(10,342
|
)
|
|
(12
|
)%
|
|||
Southern
|
11,169
|
|
|
12,312
|
|
|
(1,143
|
)
|
|
(9
|
)%
|
|||
Total Appalachia
|
91,904
|
|
|
105,333
|
|
|
(13,429
|
)
|
|
(13
|
)%
|
|||
Illinois Basin
|
10,255
|
|
|
12,673
|
|
|
(2,418
|
)
|
|
(19
|
)%
|
|||
Northern Powder River Basin
|
8,809
|
|
|
11,445
|
|
|
(2,636
|
)
|
|
(23
|
)%
|
|||
Unadjusted coal royalty revenues
|
110,968
|
|
|
129,451
|
|
|
(18,483
|
)
|
|
(14
|
)%
|
|||
Coal royalty adjustment for minimum leases
|
(1,356
|
)
|
|
(110
|
)
|
|
(1,246
|
)
|
|
(1,133
|
)%
|
|||
Total coal royalty revenues
|
$
|
109,612
|
|
|
$
|
129,341
|
|
|
$
|
(19,729
|
)
|
|
(15
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Other revenues
|
|
|
|
|
|
|
|
|||||||
Production lease minimum revenues
|
$
|
24,068
|
|
|
$
|
8,207
|
|
|
$
|
15,861
|
|
|
193
|
%
|
Minimum lease straight-line revenues
|
14,910
|
|
|
2,362
|
|
|
12,548
|
|
|
531
|
%
|
|||
Property tax revenues
|
6,287
|
|
|
5,422
|
|
|
865
|
|
|
16
|
%
|
|||
Wheelage revenues
|
5,880
|
|
|
6,484
|
|
|
(604
|
)
|
|
(9
|
)%
|
|||
Coal overriding royalty revenues
|
13,496
|
|
|
13,878
|
|
|
(382
|
)
|
|
(3
|
)%
|
|||
Lease amendment revenues
|
7,991
|
|
|
—
|
|
|
7,991
|
|
|
100
|
%
|
|||
Aggregates royalty revenues
|
4,265
|
|
|
4,739
|
|
|
(474
|
)
|
|
(10
|
)%
|
|||
Oil and gas royalty revenues
|
3,031
|
|
|
6,608
|
|
|
(3,577
|
)
|
|
(54
|
)%
|
|||
Other revenues
|
1,529
|
|
|
1,837
|
|
|
(308
|
)
|
|
(17
|
)%
|
|||
Total other revenues
|
$
|
81,457
|
|
|
$
|
49,537
|
|
|
$
|
31,920
|
|
|
64
|
%
|
Coal royalty and other
|
$
|
191,069
|
|
|
$
|
178,878
|
|
|
$
|
12,191
|
|
|
7
|
%
|
Transportation and processing services revenues
|
19,279
|
|
|
23,887
|
|
|
(4,608
|
)
|
|
(19
|
)%
|
|||
Gain on litigation settlement
|
—
|
|
|
25,000
|
|
|
(25,000
|
)
|
|
(100
|
)%
|
|||
Gain on asset sales and disposals
|
6,498
|
|
|
2,441
|
|
|
4,057
|
|
|
166
|
%
|
|||
Total Coal Royalty and Other segment revenues and other income
|
$
|
216,846
|
|
|
$
|
230,206
|
|
|
$
|
(13,360
|
)
|
|
(6
|
)%
|
•
|
Appalachia: Sales volumes decreased 7% and revenues decreased $13.4 million year-over-year. Northern Appalachia includes our Hibbs Run property that has significant sales volumes but a low fixed royalty rate per ton and as a result has a minimal impact on our revenues. Excluding Hibbs Run, sales volumes from our Appalachia properties decreased approximately 11% primarily as a result of weakened coal markets and the temporary idling of certain mines due to lessee bankruptcies.
|
•
|
Illinois Basin: Sales volumes decreased 20% and coal royalty revenues decreased $2.4 million primarily due to weakening of the thermal export market and lower domestic thermal coal demand in 2019 along with flooding and high water throughout the river systems that affected transportation logistics during the first half of 2019, including at the Convent Marine Terminal on the Gulf of Mexico.
|
•
|
Northern Powder River Basin: Sales volumes decreased 30% and coal royalty revenues decreased $2.6 million primarily due to our lessee mining off of our property in accordance with its mine plan in 2019, partially offset by a 9% increase in sales prices year-over-year.
|
•
|
$15.9 million increased production lease minimum revenues primarily as a result of increased lessee forfeitures of recoupable balances from minimums paid in prior periods.
|
•
|
$12.5 million increased minimum lease straight-line revenues primarily related to our Hillsboro property that we began to recognize in 2019 after the completion of the Hillsboro litigation settlement with Foresight.
|
•
|
$8.0 million of lease amendment revenues during the year ended December 31, 2019.
|
|
|
For the Year Ended
December 31,
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
|
|||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||||
Operating and maintenance expenses
|
|
$
|
32,738
|
|
|
$
|
29,509
|
|
|
$
|
3,229
|
|
|
11
|
%
|
Depreciation, depletion and amortization
|
|
14,932
|
|
|
21,689
|
|
|
(6,757
|
)
|
|
(31
|
)%
|
|||
General and administrative expenses
|
|
16,730
|
|
|
16,496
|
|
|
234
|
|
|
1
|
%
|
|||
Asset impairments
|
|
148,214
|
|
|
18,280
|
|
|
129,934
|
|
|
711
|
%
|
|||
Total operating expenses
|
|
$
|
212,614
|
|
|
$
|
85,974
|
|
|
$
|
126,640
|
|
|
147
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Other expenses, net
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
|
$
|
47,453
|
|
|
$
|
70,178
|
|
|
$
|
(22,725
|
)
|
|
(32
|
)%
|
Loss on extinguishment of debt
|
|
29,282
|
|
|
—
|
|
|
29,282
|
|
|
100
|
%
|
|||
Total other expenses, net
|
|
$
|
76,735
|
|
|
$
|
70,178
|
|
|
$
|
6,557
|
|
|
9
|
%
|
•
|
Asset impairments increased $129.9 million from 2018 to 2019. Asset impairments in the year ended December 31, 2019 primarily resulted from deterioration in thermal coal markets, lessee capital constraints, thermal coal lease terminations, and expectations of further reductions in global and domestic thermal coal demand due to low natural gas prices and continued pressure on the electric power generation industry over emissions and climate change, resulting in reductions in expected cash flows (combination of lower expected coal sales volumes, sales prices, minimums and/or life of mine assumptions) on certain of our mineral rights and intangible assets. 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.
|
•
|
Operating and maintenance expenses include costs to manage the Coal Royalty and Other and Soda Ash segments and primarily consist of royalty, tax, employee-related and legal costs and bad debt expense. These costs increased $3.2 million primarily due to bad debt expense recognized in the second quarter of 2019 related to certain of our Coal Royalty and Other receivables, partially offset by lower legal costs and lower overriding royalty interest fees.
|
•
|
Depreciation, depletion and amortization expense decreased $6.8 million due to lower coal sales volumes at certain properties.
|
•
|
Loss on extinguishment of debt was $29.3 million for the year ended December 31, 2019 and related to the 105.25% premium paid to redeem the 2022 Senior Notes in the second quarter of 2019 as well as the write-off of unamortized debt issuance costs and debt discount related to the 2022 Senior Notes.
|
•
|
Interest expense, net decreased $22.7 million primarily due to lower debt balances in 2019 as a result of debt repayments.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
21,211
|
|
|
$
|
46,840
|
|
|
$
|
(93,465
|
)
|
|
$
|
(25,414
|
)
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(47,089
|
)
|
|
—
|
|
|
(47,089
|
)
|
||||
Add: total distributions from unconsolidated investment
|
|
—
|
|
|
31,850
|
|
|
—
|
|
|
31,850
|
|
||||
Add: interest expense, net
|
|
—
|
|
|
—
|
|
|
47,453
|
|
|
47,453
|
|
||||
Add: loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
29,282
|
|
|
29,282
|
|
||||
Add: depreciation, depletion and amortization
|
|
14,932
|
|
|
—
|
|
|
—
|
|
|
14,932
|
|
||||
Add: asset impairments
|
|
148,214
|
|
|
—
|
|
|
—
|
|
|
148,214
|
|
||||
Adjusted EBITDA
|
|
$
|
184,357
|
|
|
$
|
31,601
|
|
|
$
|
(16,730
|
)
|
|
$
|
199,228
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
•
|
Coal Royalty and Other Segment
|
◦
|
Adjusted EBITDA decreased $15.8 million primarily as a result of the decrease in revenues and other income driven by the weakened coal markets and the $25 million gain on litigation settlement in 2018.
|
•
|
Soda Ash Segment
|
◦
|
Adjusted EBITDA decreased $14.9 million as a result of lower cash distributions received from Ciner Wyoming during the year ended December 31, 2019. The managing partner of Ciner Wyoming decided to reduce distributions during 2019 to fund a multi-year capacity expansion project that is expected to result in higher earnings and distributions. NRP expects to receive approximately $25 million to $28 million of annual cash distributions from Ciner Wyoming until the project is funded.
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Cash flow provided by (used in) continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
178,863
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
137,319
|
|
Investing activities
|
|
8,221
|
|
|
—
|
|
|
—
|
|
|
8,221
|
|
||||
Financing activities
|
|
—
|
|
|
—
|
|
|
(253,305
|
)
|
|
(253,305
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
For the Year Ended (In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
178,863
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
137,319
|
|
Add: proceeds from asset sales and disposals
|
|
6,500
|
|
|
—
|
|
|
—
|
|
|
6,500
|
|
||||
Add: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(629
|
)
|
||||
Add: return of long-term contract receivable
|
|
1,743
|
|
|
—
|
|
|
—
|
|
|
1,743
|
|
||||
Distributable cash flow
|
|
$
|
187,106
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
144,933
|
|
Less: proceeds from asset sales and disposals
|
|
(6,500
|
)
|
|
—
|
|
|
—
|
|
|
(6,500
|
)
|
||||
Less: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
629
|
|
||||
Less: expansion capital expenditures
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Free cash flow
|
|
$
|
180,584
|
|
|
$
|
31,601
|
|
|
$
|
(73,145
|
)
|
|
$
|
139,040
|
|
Less: mandatory Opco debt repayments
|
|
|
|
|
|
|
|
(68,128
|
)
|
|||||||
Less: preferred unit distributions
|
|
|
|
|
|
|
|
(30,000
|
)
|
|||||||
Less: common unit distributions
|
|
|
|
|
|
|
|
(33,150
|
)
|
|||||||
Cash flow cushion
|
|
|
|
|
|
|
|
$
|
7,762
|
|
|
|
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 asset sales and disposals
|
|
2,449
|
|
|
—
|
|
|
—
|
|
|
2,449
|
|
||||
Add: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,091
|
|
||||
Add: return of long-term contract receivable
|
|
3,061
|
|
|
—
|
|
|
—
|
|
|
3,061
|
|
||||
Distributable cash flow
|
|
$
|
217,904
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
383,980
|
|
Less: proceeds from asset sales and disposals
|
|
(2,449
|
)
|
|
—
|
|
|
—
|
|
|
(2,449
|
)
|
||||
Less: proceeds from sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198,091
|
)
|
||||
Free cash flow
|
|
$
|
215,455
|
|
|
$
|
46,550
|
|
|
$
|
(78,565
|
)
|
|
$
|
183,440
|
|
Less: cash flow from one-time Hillsboro litigation settlement
|
|
|
|
|
|
|
|
(25,000
|
)
|
|||||||
Less: mandatory Opco debt repayments
|
|
|
|
|
|
|
|
(80,765
|
)
|
|||||||
Less: preferred unit distributions and redemption of PIK units
|
|
|
|
|
|
|
|
(39,109
|
)
|
|||||||
Less: common unit distributions
|
|
|
|
|
|
|
|
(22,486
|
)
|
|||||||
Cash flow cushion
|
|
|
|
|
|
|
|
$
|
16,080
|
|
•
|
Coal Royalty and Other Segment
|
◦
|
DCF and FCF decreased $30.8 million and $34.9 million, respectively, primarily due to a one-time $25 million payment we received from Foresight Energy to settle the Hillsboro lawsuit in 2018 and lower coal royalty revenues as described above, partially offset by increased cash from the receipt of lease amendment fees and Hillsboro minimum payments in 2019.
|
•
|
Soda Ash Segment
|
◦
|
DCF and FCF decreased $14.9 million as a result of lower cash distributions received from Ciner Wyoming during the year ended December 31, 2019.
|
•
|
Corporate and Financing Segment
|
◦
|
DCF and FCF increased $5.4 million primarily due to lower cash paid for interest in 2019 as a result of lower debt balances during 2019.
|
•
|
$345.6 million used for the redemption of our 2022 Senior Notes in the second quarter of 2019;
|
•
|
$36.7 million increase in payments on the Opco Senior Notes primarily as a result of the prepayment made using proceeds from the sale of our construction aggregates business;
|
•
|
$35.0 million less borrowings on our Opco Credit Facility in 2019 compared to the prior year period;
|
•
|
$26.2 million increase in debt issuance costs and other primarily related to the 2019 debt refinancings; and
|
•
|
$10.7 million increase in common unit distributions made in 2019 primarily as a result of a one-time special distribution of $0.85 per common unit.
|
•
|
$300 million provided by the issuance of the 2025 Senior Notes in the second quarter of 2019;
|
•
|
$95 million less cash used in 2019 compared to the prior year as a result of the repayment of the Opco Credit Facility during the fourth quarter of 2018; and
|
•
|
$8.8 million less cash used in 2019 compared to the prior year as a result of the redemption of preferred units paid-in-kind in the first quarter of 2018.
|
|
December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Current portion of long-term debt, net
|
$
|
45,776
|
|
|
$
|
115,184
|
|
Long-term debt, net
|
470,422
|
|
|
557,574
|
|
||
Total debt, net
|
$
|
516,198
|
|
|
$
|
672,758
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations (In thousands)
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
NRP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt principal payments (1)
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
Long-term debt interest payments (1)
|
|
150,563
|
|
|
27,375
|
|
|
27,375
|
|
|
27,375
|
|
|
27,375
|
|
|
27,375
|
|
|
13,688
|
|
|||||||
Opco:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt principal payments (including current maturities) (2)
|
|
224,056
|
|
|
46,176
|
|
|
39,396
|
|
|
39,396
|
|
|
39,396
|
|
|
31,028
|
|
|
28,664
|
|
|||||||
Long-term debt interest payments (3)
|
|
39,865
|
|
|
12,447
|
|
|
9,868
|
|
|
7,631
|
|
|
5,020
|
|
|
2,724
|
|
|
2,175
|
|
|||||||
Rental leases (4)
|
|
14,012
|
|
|
483
|
|
|
483
|
|
|
483
|
|
|
483
|
|
|
483
|
|
|
11,597
|
|
|||||||
Total
|
|
$
|
728,496
|
|
|
$
|
86,481
|
|
|
$
|
77,122
|
|
|
$
|
74,885
|
|
|
$
|
72,274
|
|
|
$
|
61,610
|
|
|
$
|
356,124
|
|
|
|
|
|
|
(1)
|
The amounts indicated in the table include principal and interest due on NRP’s 2025 Senior 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 and the 0.50% annual commitment fee on the unused portion of the Opco Credit Facility, which matures in April 2023. At December 31, 2019 we did not have any borrowings outstanding under the Opco Credit Facility and had $100 million in available borrowing capacity.
|
(4)
|
On January 1, 2019, Opco entered into a lease agreement for the rental of office space from Western Pocahontas Properties Limited Partnership for $0.5 million per year. Not included in this table is approximately $0.3 million of annual operating expenses Opco is obligated to pay to Western Pocahontas Properties Limited Partnership in connection with this lease. The lease has a five-year base term and five additional five-year renewal options. Upon lease commencement and as of December 31, 2019, the Partnership was reasonably certain to exercise all renewal options included in the lease and have included rental payments in the table through 2048.
|
•
|
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 revenues or aggregates royalty revenues, as applicable. Deferred revenue from minimums is recognized as royalty revenues when recoupment occurs or as production lease minimum revenues 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 revenues.
|
•
|
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 revenues.
|
|
|
|
December 31,
|
||||||||||||||
|
|
|
2019
|
|
2018
|
||||||||||||
(In thousands)
|
Fair Value Hierarchy Level
|
|
Carrying
Value
|
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||
NRP 2025 Senior Notes
|
1
|
|
$
|
294,084
|
|
|
$
|
269,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NRP 2022 Senior Notes
|
1
|
|
—
|
|
|
—
|
|
|
334,024
|
|
|
356,871
|
|
||||
Opco Senior Notes
|
3
|
|
222,114
|
|
|
201,090
|
|
|
338,734
|
|
|
352,599
|
|
||||
Opco Credit Facility
|
3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Contract receivable (current and long-term)
|
3
|
|
$
|
38,945
|
|
|
$
|
33,460
|
|
|
$
|
40,776
|
|
|
$
|
34,704
|
|
|
Page
|
|
December 31,
|
||||||
(In thousands, except unit data)
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
98,265
|
|
|
$
|
101,839
|
|
Restricted cash
|
—
|
|
|
104,191
|
|
||
Accounts receivable, net
|
30,869
|
|
|
32,058
|
|
||
Prepaid expenses and other, net
|
1,244
|
|
|
3,462
|
|
||
Current assets of discontinued operations
|
1,706
|
|
|
993
|
|
||
Total current assets
|
$
|
132,084
|
|
|
$
|
242,543
|
|
Land
|
24,008
|
|
|
24,008
|
|
||
Mineral rights, net
|
605,096
|
|
|
743,112
|
|
||
Intangible assets, net
|
17,687
|
|
|
42,513
|
|
||
Equity in unconsolidated investment
|
263,080
|
|
|
247,051
|
|
||
Long-term contract receivable
|
36,963
|
|
|
38,945
|
|
||
Other assets, net
|
6,989
|
|
|
3,475
|
|
||
Total assets
|
$
|
1,085,907
|
|
|
$
|
1,341,647
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
1,179
|
|
|
$
|
2,414
|
|
Accrued liabilities
|
8,764
|
|
|
12,347
|
|
||
Accrued interest
|
2,316
|
|
|
14,345
|
|
||
Current portion of deferred revenue
|
4,608
|
|
|
3,509
|
|
||
Current portion of long-term debt, net
|
45,776
|
|
|
115,184
|
|
||
Current liabilities of discontinued operations
|
65
|
|
|
947
|
|
||
Total current liabilities
|
$
|
62,708
|
|
|
$
|
148,746
|
|
Deferred revenue
|
47,213
|
|
|
49,044
|
|
||
Long-term debt, net
|
470,422
|
|
|
557,574
|
|
||
Other non-current liabilities
|
4,949
|
|
|
1,150
|
|
||
Total liabilities
|
$
|
585,292
|
|
|
$
|
756,514
|
|
Commitments and contingencies (see Note 16)
|
|
|
|
||||
Class A Convertible Preferred Units (250,000 units issued and outstanding at $1,000 par value per unit; liquidation preference of $1,500 per unit)
|
$
|
164,587
|
|
|
$
|
164,587
|
|
Partners’ capital
|
|
|
|
||||
Common unitholders’ interest (12,261,199 and 12,249,469 units issued and outstanding at December 31, 2019 and 2018, respectively)
|
$
|
271,471
|
|
|
$
|
355,113
|
|
General partner’s interest
|
3,270
|
|
|
5,014
|
|
||
Warrant holders’ interest
|
66,816
|
|
|
66,816
|
|
||
Accumulated other comprehensive loss
|
(2,594
|
)
|
|
(3,462
|
)
|
||
Total partners’ capital
|
$
|
338,963
|
|
|
$
|
423,481
|
|
Non-controlling interest
|
(2,935
|
)
|
|
(2,935
|
)
|
||
Total capital
|
$
|
336,028
|
|
|
$
|
420,546
|
|
Total liabilities and capital
|
$
|
1,085,907
|
|
|
$
|
1,341,647
|
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues and other income
|
|
|
|
|
|
||||||
Coal royalty and other
|
$
|
191,069
|
|
|
$
|
178,878
|
|
|
$
|
181,801
|
|
Transportation and processing services
|
19,279
|
|
|
23,887
|
|
|
20,522
|
|
|||
Equity in earnings of Ciner Wyoming
|
47,089
|
|
|
48,306
|
|
|
40,457
|
|
|||
Gain on litigation settlement
|
—
|
|
|
25,000
|
|
|
—
|
|
|||
Gain on asset sales and disposals
|
6,498
|
|
|
2,441
|
|
|
3,545
|
|
|||
Total revenues and other income
|
$
|
263,935
|
|
|
$
|
278,512
|
|
|
$
|
246,325
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
$
|
32,738
|
|
|
$
|
29,509
|
|
|
$
|
24,883
|
|
Depreciation, depletion and amortization
|
14,932
|
|
|
21,689
|
|
|
23,414
|
|
|||
General and administrative expenses
|
16,730
|
|
|
16,496
|
|
|
18,502
|
|
|||
Asset impairments
|
148,214
|
|
|
18,280
|
|
|
2,967
|
|
|||
Total operating expenses
|
$
|
212,614
|
|
|
$
|
85,974
|
|
|
$
|
69,766
|
|
|
|
|
|
|
|
||||||
Income from operations
|
$
|
51,321
|
|
|
$
|
192,538
|
|
|
$
|
176,559
|
|
|
|
|
|
|
|
||||||
Other expenses, net
|
|
|
|
|
|
||||||
Interest expense, net
|
$
|
(47,453
|
)
|
|
$
|
(70,178
|
)
|
|
$
|
(82,028
|
)
|
Debt modification expense
|
—
|
|
|
—
|
|
|
(7,939
|
)
|
|||
Loss on extinguishment of debt
|
(29,282
|
)
|
|
—
|
|
|
(4,107
|
)
|
|||
Total other expenses, net
|
$
|
(76,735
|
)
|
|
$
|
(70,178
|
)
|
|
$
|
(94,074
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
(25,414
|
)
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
Income from discontinued operations (see Note 4)
|
956
|
|
|
17,687
|
|
|
6,182
|
|
|||
Net income (loss)
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Net income (loss) attributable to NRP
|
$
|
(24,458
|
)
|
|
$
|
139,537
|
|
|
$
|
88,667
|
|
Less: income attributable to preferred unitholders
|
(30,000
|
)
|
|
(30,000
|
)
|
|
(25,453
|
)
|
|||
Net income (loss) attributable to common unitholders and general partner
|
$
|
(54,458
|
)
|
|
$
|
109,537
|
|
|
$
|
63,214
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) attributable to common unitholders
|
$
|
(53,369
|
)
|
|
$
|
107,346
|
|
|
$
|
61,950
|
|
Net income (loss) attributable to the general partner
|
(1,089
|
)
|
|
2,191
|
|
|
1,264
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from continuing operations per common unit (see Note 7)
|
|
|
|
|
|
||||||
Basic
|
$
|
(4.43
|
)
|
|
$
|
7.35
|
|
|
$
|
4.57
|
|
Diluted
|
(4.43
|
)
|
|
5.90
|
|
|
3.68
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per common unit (see Note 7)
|
|
|
|
|
|
||||||
Basic
|
$
|
(4.35
|
)
|
|
$
|
8.77
|
|
|
$
|
5.06
|
|
Diluted
|
(4.35
|
)
|
|
6.76
|
|
|
3.96
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
Comprehensive income (loss) from unconsolidated investment and other
|
868
|
|
|
(149
|
)
|
|
(1,647
|
)
|
|||
Comprehensive income (loss)
|
$
|
(23,590
|
)
|
|
$
|
139,898
|
|
|
$
|
87,020
|
|
Comprehensive income attributable to non-controlling interest
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Comprehensive income (loss) attributable to NRP
|
$
|
(23,590
|
)
|
|
$
|
139,388
|
|
|
$
|
87,020
|
|
|
Common Unitholders
|
|
General Partner
|
|
Warrant Holders
|
|
Accumulated
Other Comprehensive Loss |
|
Partners' Capital Excluding Non-Controlling Interest
|
|
Non-Controlling Interest
|
|
Total Capital
|
|||||||||||||||||
|
||||||||||||||||||||||||||||||
(In thousands)
|
Units
|
|
Amounts
|
|
||||||||||||||||||||||||||
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
|
—
|
|
|
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
|
|
Net loss (2)
|
—
|
|
|
(23,969
|
)
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
(24,458
|
)
|
|
—
|
|
|
(24,458
|
)
|
|||||||
Distributions to common unitholders and general partner
|
—
|
|
|
(32,487
|
)
|
|
(663
|
)
|
|
—
|
|
|
—
|
|
|
(33,150
|
)
|
|
—
|
|
|
(33,150
|
)
|
|||||||
Distributions to preferred unitholders
|
—
|
|
|
(29,400
|
)
|
|
(600
|
)
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|
—
|
|
|
(30,000
|
)
|
|||||||
Issuance of unit-based awards
|
12
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
—
|
|
|
486
|
|
|||||||
Unit-based awards amortization and vesting
|
—
|
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|
—
|
|
|
1,804
|
|
|||||||
Comprehensive income (loss) from unconsolidated investment and other
|
—
|
|
|
(76
|
)
|
|
8
|
|
|
—
|
|
|
868
|
|
|
800
|
|
|
—
|
|
|
800
|
|
|||||||
Balance at December 31, 2019
|
12,261
|
|
|
$
|
271,471
|
|
|
$
|
3,270
|
|
|
$
|
66,816
|
|
|
$
|
(2,594
|
)
|
|
$
|
338,963
|
|
|
$
|
(2,935
|
)
|
|
$
|
336,028
|
|
|
|
|
|
|
(1)
|
Net income 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 (loss) 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)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
14,932
|
|
|
21,689
|
|
|
23,414
|
|
|||
Distributions from unconsolidated investment
|
31,850
|
|
|
44,453
|
|
|
43,354
|
|
|||
Equity earnings from unconsolidated investment
|
(47,089
|
)
|
|
(48,306
|
)
|
|
(40,457
|
)
|
|||
Gain on asset sales and disposals
|
(6,498
|
)
|
|
(2,441
|
)
|
|
(3,545
|
)
|
|||
Debt modification expense
|
—
|
|
|
—
|
|
|
7,939
|
|
|||
Loss on extinguishment of debt
|
29,282
|
|
|
—
|
|
|
4,107
|
|
|||
Income from discontinued operations
|
(956
|
)
|
|
(17,687
|
)
|
|
(6,182
|
)
|
|||
Asset impairments
|
148,214
|
|
|
18,280
|
|
|
2,967
|
|
|||
Bad debt expense
|
7,462
|
|
|
(62
|
)
|
|
2,353
|
|
|||
Unit-based compensation expense
|
2,361
|
|
|
1,434
|
|
|
18
|
|
|||
Amortization of debt issuance costs and other
|
3,687
|
|
|
7,133
|
|
|
10,284
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,035
|
)
|
|
(6,062
|
)
|
|
3,919
|
|
|||
Accounts payable
|
(1,234
|
)
|
|
1,138
|
|
|
(184
|
)
|
|||
Accrued liabilities
|
(3,656
|
)
|
|
19
|
|
|
(7,963
|
)
|
|||
Accrued interest
|
(12,029
|
)
|
|
(1,138
|
)
|
|
(105
|
)
|
|||
Deferred revenue
|
(732
|
)
|
|
19,465
|
|
|
(15,957
|
)
|
|||
Other items, net
|
2,218
|
|
|
320
|
|
|
(478
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
$
|
137,319
|
|
|
$
|
178,282
|
|
|
$
|
112,151
|
|
Net cash provided by (used in) operating activities of discontinued operations
|
(8
|
)
|
|
10,641
|
|
|
14,988
|
|
|||
Net cash provided by operating activities
|
$
|
137,311
|
|
|
$
|
188,923
|
|
|
$
|
127,139
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Distributions from unconsolidated investment in excess of cumulative earnings
|
$
|
—
|
|
|
$
|
2,097
|
|
|
$
|
5,646
|
|
Proceeds from asset sales and disposals
|
6,500
|
|
|
2,449
|
|
|
1,151
|
|
|||
Return of long-term contract receivables
|
1,743
|
|
|
3,061
|
|
|
3,010
|
|
|||
Acquisition of mineral rights
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by investing activities of continuing operations
|
$
|
8,221
|
|
|
$
|
7,607
|
|
|
$
|
9,807
|
|
Net cash provided by (used in) investing activities of discontinued operations
|
(629
|
)
|
|
183,021
|
|
|
(6,264
|
)
|
|||
Net cash provided by investing activities
|
$
|
7,592
|
|
|
$
|
190,628
|
|
|
$
|
3,543
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of preferred units and warrants, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
242,100
|
|
Debt borrowings
|
300,000
|
|
|
35,000
|
|
|
180,688
|
|
|||
Debt repayments
|
(463,082
|
)
|
|
(175,706
|
)
|
|
(492,319
|
)
|
|||
Redemption of preferred units paid-in-kind
|
—
|
|
|
(8,844
|
)
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(33,150
|
)
|
|
(22,486
|
)
|
|
(22,467
|
)
|
|||
Distributions to preferred unitholders
|
(30,000
|
)
|
|
(30,265
|
)
|
|
(8,844
|
)
|
|||
Contributions from (to) discontinued operations
|
(637
|
)
|
|
195,690
|
|
|
5,784
|
|
|||
Debt issuance costs and other
|
(26,436
|
)
|
|
(228
|
)
|
|
(39,091
|
)
|
|||
Net cash used in financing activities of continuing operations
|
$
|
(253,305
|
)
|
|
$
|
(6,839
|
)
|
|
$
|
(134,149
|
)
|
Net cash provided by (used in) financing activities of discontinued operations
|
637
|
|
|
(196,509
|
)
|
|
(7,077
|
)
|
|||
Net cash used in financing activities
|
$
|
(252,668
|
)
|
|
$
|
(203,348
|
)
|
|
$
|
(141,226
|
)
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(107,765
|
)
|
|
$
|
176,203
|
|
|
$
|
(10,544
|
)
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash of continuing operations at beginning of period
|
$
|
206,030
|
|
|
$
|
26,980
|
|
|
$
|
39,171
|
|
Cash and cash equivalents of discontinued operations at beginning of period
|
—
|
|
|
2,847
|
|
|
1,200
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
206,030
|
|
|
$
|
29,827
|
|
|
$
|
40,371
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
98,265
|
|
|
$
|
206,030
|
|
|
$
|
29,827
|
|
Less: cash and cash equivalents of discontinued operations at end of period
|
—
|
|
|
—
|
|
|
(2,847
|
)
|
|||
Cash, cash equivalents and restricted cash of continuing operations at end of period
|
$
|
98,265
|
|
|
$
|
206,030
|
|
|
$
|
26,980
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest of continuing operations
|
$
|
58,597
|
|
|
$
|
64,991
|
|
|
$
|
72,850
|
|
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.
|
•
|
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 revenues or aggregates royalty revenues, as applicable. Deferred revenue from minimums is recognized as royalty revenues when recoupment occurs or as production lease minimum revenues 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 revenues.
|
•
|
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 revenues.
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Coal royalty revenues
|
|
$
|
109,612
|
|
|
$
|
129,341
|
|
Production lease minimum revenues
|
|
24,068
|
|
|
8,207
|
|
||
Minimum lease straight-line revenues
|
|
14,910
|
|
|
2,362
|
|
||
Property tax revenues
|
|
6,287
|
|
|
5,422
|
|
||
Wheelage revenues
|
|
5,880
|
|
|
6,484
|
|
||
Coal overriding royalty revenues
|
|
13,496
|
|
|
13,878
|
|
||
Lease amendment revenues
|
|
7,991
|
|
|
—
|
|
||
Aggregates royalty revenues
|
|
4,265
|
|
|
4,739
|
|
||
Oil and gas royalty revenues
|
|
3,031
|
|
|
6,608
|
|
||
Other revenues
|
|
1,529
|
|
|
1,837
|
|
||
Coal royalty and other revenues (1)
|
|
$
|
191,069
|
|
|
$
|
178,878
|
|
Transportation and processing services revenues (2)
|
|
19,279
|
|
|
23,887
|
|
||
Total Coal royalty and Other segment revenues
|
|
$
|
210,348
|
|
|
$
|
202,765
|
|
|
|
|
|
|
(1)
|
Coal royalty and other revenues from contracts with customers as defined under ASC 606.
|
(2)
|
Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $9.6 million and $13.2 million for the year ended December 31, 2019 and 2018, respectively. The remaining transportation and processing services revenues of $9.7 million and $10.7 million for the year ended December 31, 2019 and 2018, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance. See Note 18. Financing Transaction and Note 19. Leases for more information.
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Receivables
|
|
|
|
|
||||
Accounts receivable, net
|
|
$
|
27,915
|
|
|
$
|
29,001
|
|
Prepaid expenses and other (1)
|
|
90
|
|
|
2,483
|
|
||
|
|
|
|
|
||||
Contract liabilities
|
|
|
|
|
||||
Current portion of deferred revenue
|
|
$
|
4,608
|
|
|
$
|
3,509
|
|
Deferred revenue
|
|
47,213
|
|
|
49,044
|
|
|
|
|
|
|
(1)
|
Prepaid expenses and other includes notes receivable from contracts with customers.
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Balance at end of prior period (current and non-current)
|
|
$
|
52,553
|
|
|
$
|
100,605
|
|
Cumulative adjustment for change in accounting principle
|
|
—
|
|
|
(65,591
|
)
|
||
Balance at beginning of period (current and non-current)
|
|
$
|
52,553
|
|
|
$
|
35,014
|
|
Increase due to minimums and lease amendment fees
|
|
47,038
|
|
|
37,781
|
|
||
Recognition of previously deferred revenue
|
|
(47,770
|
)
|
|
(20,242
|
)
|
||
Balance at end of period (current and non-current)
|
|
$
|
51,821
|
|
|
$
|
52,553
|
|
Lease Term (1)
|
|
Weighted Average Remaining Years as of December 31, 2019
|
|
Annual Minimum Payments (2)
|
||
0 - 5 years
|
|
2.3
|
|
$
|
13,812
|
|
5 - 10 years
|
|
6.2
|
|
9,718
|
|
|
10+ years
|
|
11.9
|
|
44,757
|
|
|
Total
|
|
9.1
|
|
$
|
68,287
|
|
|
|
|
|
|
(1)
|
Lease term does not include renewal periods.
|
(2)
|
Annual minimum payments do not include $5.0 million from a coal infrastructure lease that is accounted for as a financing transaction. See Note 18. Financing Transaction for additional information.
|
|
December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas |
|
Total
|
|
Construction Aggregates
|
|
NRP
Oil and Gas |
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable, net
|
$
|
—
|
|
|
$
|
1,706
|
|
|
$
|
1,706
|
|
|
$
|
5
|
|
|
$
|
988
|
|
|
$
|
993
|
|
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
1,706
|
|
|
$
|
1,706
|
|
|
$
|
5
|
|
|
$
|
988
|
|
|
$
|
993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
181
|
|
Accrued liabilities
|
23
|
|
|
—
|
|
|
23
|
|
|
766
|
|
|
—
|
|
|
766
|
|
||||||
Total liabilities of discontinued operations
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
947
|
|
|
$
|
—
|
|
|
$
|
947
|
|
|
For the Year Ended December 31, 2019
|
||||||||||
(In thousands)
|
Construction Aggregates
|
|
NRP
Oil and Gas
|
|
Total
|
||||||
Revenues and other income
|
|
|
|
|
|
||||||
Oil and gas
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Gain on asset sales and disposals
|
280
|
|
|
—
|
|
|
280
|
|
|||
Total revenues and other income
|
$
|
280
|
|
|
$
|
2
|
|
|
$
|
282
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
$
|
27
|
|
|
$
|
16
|
|
|
$
|
43
|
|
Total operating expenses
|
$
|
27
|
|
|
$
|
16
|
|
|
$
|
43
|
|
|
|
|
|
|
|
||||||
Other income
|
$
|
—
|
|
|
$
|
717
|
|
|
$
|
717
|
|
Income from discontinued operations
|
$
|
253
|
|
|
$
|
703
|
|
|
$
|
956
|
|
|
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 and disposals
|
13,414
|
|
|
—
|
|
|
13,414
|
|
|||
Total revenues and other income
|
$
|
147,880
|
|
|
$
|
(3
|
)
|
|
$
|
147,877
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
$
|
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
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
(38
|
)
|
Income (loss) from discontinued operations
|
$
|
17,824
|
|
|
$
|
(137
|
)
|
|
$
|
17,687
|
|
|
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 and disposals
|
311
|
|
|
(289
|
)
|
|
22
|
|
|||
Total revenues and other income
|
$
|
131,692
|
|
|
$
|
(251
|
)
|
|
$
|
131,441
|
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Operating and maintenance expenses
|
$
|
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
|
$
|
(693
|
)
|
|
$
|
—
|
|
|
$
|
(693
|
)
|
Income (loss) from discontinued operations
|
$
|
6,723
|
|
|
$
|
(541
|
)
|
|
$
|
6,182
|
|
(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 and 2019
|
|
250,000
|
|
|
$
|
164,587
|
|
|
|
Common Units
|
|
Preferred Units
|
||||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution
per Unit
|
|
Total Distribution (1)
(In thousands)
|
|
Distribution per Unit
|
|
Total Distribution
(In thousands)
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 2019
|
|
October 1 - December 31, 2018
|
|
$
|
0.45
|
|
|
$
|
5,625
|
|
|
$
|
30.00
|
|
|
$
|
7,500
|
|
May 2019
|
|
January 1 - March 31, 2019
|
|
0.45
|
|
|
5,630
|
|
|
30.00
|
|
|
7,500
|
|
||||
May 2019 (2)
|
|
Special Distribution
|
|
0.85
|
|
|
10,635
|
|
|
—
|
|
|
—
|
|
||||
August 2019
|
|
April 1 - June 30, 2019
|
|
0.45
|
|
|
5,630
|
|
|
30.00
|
|
|
7,500
|
|
||||
November 2019
|
|
July 1 - September 30, 2019
|
|
0.45
|
|
|
5,630
|
|
|
30.00
|
|
|
7,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 2018
|
|
October 1 - December 31, 2017
|
|
$
|
0.45
|
|
|
$
|
5,617
|
|
|
$
|
30.00
|
|
|
$
|
7,765
|
|
May 2018
|
|
January 1 - March 31, 2018
|
|
0.45
|
|
|
5,623
|
|
|
30.00
|
|
|
7,500
|
|
||||
August 2018
|
|
April 1 - June 30, 2018
|
|
0.45
|
|
|
5,623
|
|
|
30.00
|
|
|
7,500
|
|
||||
November 2018
|
|
July 1 - September 30, 2018
|
|
0.45
|
|
|
5,623
|
|
|
30.00
|
|
|
7,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 2017
|
|
October 1 - December 31, 2016
|
|
$
|
0.45
|
|
|
$
|
5,615
|
|
|
$
|
—
|
|
|
$
|
—
|
|
May 2017
|
|
January 1 - March 31, 2017
|
|
0.45
|
|
|
5,619
|
|
|
5.00
|
|
|
2,500
|
|
||||
August 2017
|
|
April 1 - June 30, 2017
|
|
0.45
|
|
|
5,616
|
|
|
15.00
|
|
|
7,538
|
|
||||
November 2017
|
|
July 1 - September 30, 2017
|
|
0.45
|
|
|
5,617
|
|
|
15.00
|
|
|
7,650
|
|
|
|
|
|
|
(1)
|
Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.
|
(2)
|
The special distribution of $0.85 per common unit was made to cover the common unitholders’ tax liability resulting from the sale of NRP’s construction aggregates business in December 2018.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Allocation of net income (loss)
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(25,414
|
)
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
Less: net income attributable to non-controlling interest
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Less: income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
(30,000
|
)
|
|
(25,453
|
)
|
|||
Net income (loss) from continuing operations attributable to common unitholders and general partner
|
|
$
|
(55,414
|
)
|
|
$
|
91,850
|
|
|
$
|
57,032
|
|
Add (less): net loss (income) from continuing operations attributable to the general partner
|
|
1,108
|
|
|
(1,837
|
)
|
|
(1,141
|
)
|
|||
Net income (loss) from continuing operations attributable to common unitholders
|
|
$
|
(54,306
|
)
|
|
$
|
90,013
|
|
|
$
|
55,891
|
|
|
|
|
|
|
|
|
||||||
Net income from discontinued operations
|
|
$
|
956
|
|
|
$
|
17,687
|
|
|
$
|
6,182
|
|
Less: net income from discontinued operations attributable to the general partner
|
|
(19
|
)
|
|
(354
|
)
|
|
(123
|
)
|
|||
Net income from discontinued operations attributable to common unitholders
|
|
$
|
937
|
|
|
$
|
17,333
|
|
|
$
|
6,059
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
Less: net income attributable to non-controlling interest
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Less: income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
(30,000
|
)
|
|
(25,453
|
)
|
|||
Net income (loss) attributable to common unitholders and general partner
|
|
$
|
(54,458
|
)
|
|
$
|
109,537
|
|
|
$
|
63,214
|
|
Add (less): net loss (income) attributable to the general partner
|
|
1,089
|
|
|
(2,191
|
)
|
|
(1,264
|
)
|
|||
Net income (loss) attributable to common unitholders
|
|
$
|
(53,369
|
)
|
|
$
|
107,346
|
|
|
$
|
61,950
|
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per common unit
|
|
|
|
|
|
|
||||||
Weighted average common units—basic
|
|
12,260
|
|
|
12,244
|
|
|
12,232
|
|
|||
Basic net income (loss) from continuing operations per common unit
|
|
$
|
(4.43
|
)
|
|
$
|
7.35
|
|
|
$
|
4.57
|
|
Basic net income from discontinued operations per common unit
|
|
$
|
0.08
|
|
|
$
|
1.42
|
|
|
$
|
0.50
|
|
Basic net income (loss) per common unit
|
|
$
|
(4.35
|
)
|
|
$
|
8.77
|
|
|
$
|
5.06
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Diluted income (loss) per common unit
|
|
|
|
|
|
|
||||||
Weighted average common units—basic
|
|
12,260
|
|
|
12,244
|
|
|
12,232
|
|
|||
Plus: dilutive effect of preferred units
|
|
—
|
|
|
7,479
|
|
|
9,418
|
|
|||
Plus: dilutive effect of warrants
|
|
—
|
|
|
511
|
|
|
300
|
|
|||
Plus: dilutive effect of unvested unit-based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common units—diluted
|
|
12,260
|
|
|
20,234
|
|
|
21,950
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(25,414
|
)
|
|
$
|
122,360
|
|
|
$
|
82,485
|
|
Less: net income attributable to non-controlling interest
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Less: net income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net income (loss) from continuing operations attributable to common unitholders and general partner
|
|
$
|
(55,414
|
)
|
|
$
|
121,850
|
|
|
$
|
82,485
|
|
Add (less): net loss (income) from continuing operations attributable to the general partner
|
|
1,108
|
|
|
(2,437
|
)
|
|
(1,650
|
)
|
|||
Diluted net income (loss) from continuing operations attributable to common unitholders
|
|
$
|
(54,306
|
)
|
|
$
|
119,413
|
|
|
$
|
80,835
|
|
|
|
|
|
|
|
|
||||||
Diluted net income from discontinued operations attributable to common unitholders
|
|
$
|
937
|
|
|
$
|
17,333
|
|
|
$
|
6,059
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(24,458
|
)
|
|
$
|
140,047
|
|
|
$
|
88,667
|
|
Less: net income attributable to non-controlling interest
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|||
Less: net income attributable to preferred unitholders
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted net income (loss) attributable to common unitholders and general partner
|
|
$
|
(54,458
|
)
|
|
$
|
139,537
|
|
|
$
|
88,667
|
|
Add (less): diluted net loss (income) attributable to the general partner
|
|
1,089
|
|
|
(2,791
|
)
|
|
(1,773
|
)
|
|||
Diluted net income (loss) attributable to common unitholders
|
|
$
|
(53,369
|
)
|
|
$
|
136,746
|
|
|
$
|
86,894
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) from continuing operations per common unit
|
|
$
|
(4.43
|
)
|
|
$
|
5.90
|
|
|
$
|
3.68
|
|
Diluted net income from discontinued operations per common unit
|
|
$
|
0.08
|
|
|
$
|
0.86
|
|
|
$
|
0.28
|
|
Diluted net income (loss) per common unit
|
|
$
|
(4.35
|
)
|
|
$
|
6.76
|
|
|
$
|
3.96
|
|
|
|
Operating Segments
|
|
|
|
|
||||||||||
(In thousands)
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
Corporate and Financing
|
|
Total
|
||||||||
For the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
210,348
|
|
|
$
|
47,089
|
|
|
$
|
—
|
|
|
$
|
257,437
|
|
Gain on asset sales and disposals
|
|
6,498
|
|
|
—
|
|
|
—
|
|
|
6,498
|
|
||||
Operating and maintenance expenses
|
|
32,489
|
|
|
249
|
|
|
—
|
|
|
32,738
|
|
||||
Depreciation, depletion and amortization
|
|
14,932
|
|
|
—
|
|
|
—
|
|
|
14,932
|
|
||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
16,730
|
|
|
16,730
|
|
||||
Asset impairments
|
|
148,214
|
|
|
—
|
|
|
—
|
|
|
148,214
|
|
||||
Other expenses, net
|
|
—
|
|
|
—
|
|
|
76,735
|
|
|
76,735
|
|
||||
Net income (loss) from continuing operations
|
|
21,211
|
|
|
46,840
|
|
|
(93,465
|
)
|
|
(25,414
|
)
|
||||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
956
|
|
||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Total assets of continuing operations
|
|
$
|
817,768
|
|
|
$
|
263,080
|
|
|
$
|
3,353
|
|
|
$
|
1,084,201
|
|
Total assets of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,706
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
For the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
202,765
|
|
|
$
|
48,306
|
|
|
$
|
—
|
|
|
$
|
251,071
|
|
Gain on litigation settlement
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||
Gain on asset sales and disposals
|
|
2,441
|
|
|
—
|
|
|
—
|
|
|
2,441
|
|
||||
Operating and maintenance expenses
|
|
29,509
|
|
|
—
|
|
|
—
|
|
|
29,509
|
|
||||
Depreciation, depletion and amortization
|
|
21,689
|
|
|
—
|
|
|
—
|
|
|
21,689
|
|
||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
16,496
|
|
|
16,496
|
|
||||
Asset impairments
|
|
18,280
|
|
|
—
|
|
|
—
|
|
|
18,280
|
|
||||
Other expenses, net
|
|
—
|
|
|
—
|
|
|
70,178
|
|
|
70,178
|
|
||||
Net income (loss) from continuing operations
|
|
160,728
|
|
|
48,306
|
|
|
(86,674
|
)
|
|
122,360
|
|
||||
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
|
|
$
|
202,323
|
|
|
$
|
40,457
|
|
|
$
|
—
|
|
|
$
|
242,780
|
|
Gain on asset sales and disposals
|
|
3,545
|
|
|
—
|
|
|
—
|
|
|
3,545
|
|
||||
Operating and maintenance expenses
|
|
24,883
|
|
|
—
|
|
|
—
|
|
|
24,883
|
|
||||
Depreciation, depletion and amortization
|
|
23,414
|
|
|
—
|
|
|
—
|
|
|
23,414
|
|
||||
General and administrative expenses
|
|
—
|
|
|
—
|
|
|
18,502
|
|
|
18,502
|
|
||||
Asset impairments
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|
2,967
|
|
||||
Other expenses, net
|
|
—
|
|
|
—
|
|
|
94,074
|
|
|
94,074
|
|
||||
Net income (loss) from continuing operations
|
|
154,604
|
|
|
40,457
|
|
|
(112,576
|
)
|
|
82,485
|
|
||||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,182
|
|
|
For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
247,051
|
|
|
$
|
245,433
|
|
|
$
|
255,901
|
|
Income allocation to NRP’s equity interests (1)
|
52,016
|
|
|
53,095
|
|
|
44,846
|
|
|||
Amortization of basis difference
|
(4,927
|
)
|
|
(4,789
|
)
|
|
(4,389
|
)
|
|||
Other comprehensive income (loss)
|
790
|
|
|
(138
|
)
|
|
(1,925
|
)
|
|||
Distribution
|
(31,850
|
)
|
|
(46,550
|
)
|
|
(49,000
|
)
|
|||
Balance at end of period
|
$
|
263,080
|
|
|
$
|
247,051
|
|
|
$
|
245,433
|
|
|
|
|
|
|
(1)
|
Includes reclassifications of accumulated other comprehensive loss to income allocation to NRP equity interest of $0.6 million, $0.5 million and $0.7 million for the year ended December 31, 2019, 2018 and 2017, respectively.
|
|
December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Current assets
|
$
|
170,696
|
|
|
$
|
138,080
|
|
Noncurrent assets
|
282,387
|
|
|
252,743
|
|
||
Current liabilities
|
55,339
|
|
|
64,012
|
|
||
Noncurrent liabilities
|
138,087
|
|
|
109,921
|
|
|
December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
(In thousands)
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
||||||||||||
Coal properties
|
$
|
981,352
|
|
|
$
|
(420,448
|
)
|
|
$
|
560,904
|
|
|
$
|
1,164,845
|
|
|
$
|
(451,210
|
)
|
|
$
|
713,635
|
|
Aggregates properties
|
41,486
|
|
|
(13,357
|
)
|
|
28,129
|
|
|
24,920
|
|
|
(11,814
|
)
|
|
13,106
|
|
||||||
Oil and gas royalty properties
|
12,395
|
|
|
(7,887
|
)
|
|
4,508
|
|
|
12,395
|
|
|
(7,632
|
)
|
|
4,763
|
|
||||||
Other
|
13,156
|
|
|
(1,601
|
)
|
|
11,555
|
|
|
13,158
|
|
|
(1,550
|
)
|
|
11,608
|
|
||||||
Total mineral rights, net
|
$
|
1,048,389
|
|
|
$
|
(443,293
|
)
|
|
$
|
605,096
|
|
|
$
|
1,215,318
|
|
|
$
|
(472,206
|
)
|
|
$
|
743,112
|
|
|
For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Coal properties (1)
|
$
|
125,806
|
|
|
$
|
5,259
|
|
|
$
|
595
|
|
Aggregates and timber royalty properties (2)
|
103
|
|
|
13,021
|
|
|
2,372
|
|
|||
Total
|
$
|
125,909
|
|
|
$
|
18,280
|
|
|
$
|
2,967
|
|
|
|
|
|
|
(1)
|
The Partnership recorded $125.8 million of impairment expense during the year ended December 31, 2019 primarily due to deterioration in thermal coal markets, lessee capital constraints, thermal coal lease terminations, and expectations of further reductions in global and domestic thermal coal demand due to low natural gas prices and continued pressure on the electric power generation industry over emissions and climate change, resulting in reductions in expected cash flows (combination of lower expected coal sales volumes, sales prices, minimums and/or life of mine assumptions) on certain of our coal properties. During the year ended December 31, 2019, the Partnership recorded $36.0 million to fully impair certain coal properties. In addition, NRP recorded $89.8 million of impairment expense on coal royalty properties with $97 million of net book value, resulting in a fair value of $7.2 million at December 31, 2019. The fair value of the impaired assets at December 31, 2019 was calculated using a discount rate of 15%. 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. NRP compared the net book value of its coal properties to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate fair value. Significant inputs used to determine fair value include estimates of future cash flows from coal sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the
|
(2)
|
The Partnership recorded $0.1 million of aggregates royalty property impairments during the year ended December 31, 2019. 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 using a discount rate of 11%. The Partnership recorded $2.4 million of aggregates and timber royalty properties impairments during the year ended December 31, 2017. NRP compared the net book value of its aggregates and timber properties to estimated undiscounted future net cash flows. If the net book value exceeded the undiscounted cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value. A discounted cash flow model was used to estimate fair value. Significant inputs used to determine fair value include estimates of future cash flows from aggregates and timber sales and minimum payments, discount rate and useful economic life. Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows.
|
|
December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Intangible assets at cost
|
$
|
53,878
|
|
|
$
|
81,109
|
|
Less: accumulated amortization
|
(36,191
|
)
|
|
(38,596
|
)
|
||
Total intangible assets, net
|
$
|
17,687
|
|
|
$
|
42,513
|
|
(In thousands)
|
|
Estimated Amortization Expense
|
||
2020
|
|
$
|
508
|
|
2021
|
|
913
|
|
|
2022
|
|
738
|
|
|
2023
|
|
765
|
|
|
2024
|
|
1,006
|
|
|
December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
NRP LP debt:
|
|
|
|
||||
9.125% senior notes, with semi-annual interest payments in June and December, due June 2025 issued at par ("2025 Senior Notes")
|
$
|
300,000
|
|
|
$
|
—
|
|
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% ("2022 Senior Notes")
|
—
|
|
|
345,638
|
|
||
Opco debt:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Senior Notes
|
|
|
|
||||
8.38% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2019
|
$
|
—
|
|
|
$
|
21,319
|
|
5.05% with semi-annual interest payments in January and July, with annual principal payments in July, due July 2020
|
6,780
|
|
|
15,290
|
|
||
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023
|
9,458
|
|
|
13,414
|
|
||
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023
|
24,016
|
|
|
37,195
|
|
||
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
63,423
|
|
|
89,529
|
|
||
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
20,059
|
|
|
27,185
|
|
||
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
79,945
|
|
|
107,013
|
|
||
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
20,375
|
|
|
30,555
|
|
||
Total Opco Senior Notes
|
$
|
224,056
|
|
|
$
|
341,500
|
|
Total debt at face value
|
$
|
524,056
|
|
|
$
|
687,138
|
|
Net unamortized debt discount
|
—
|
|
|
(1,266
|
)
|
||
Net unamortized debt issuance costs
|
(7,858
|
)
|
|
(13,114
|
)
|
||
Total debt, net
|
$
|
516,198
|
|
|
$
|
672,758
|
|
Less: current portion of long-term debt
|
(45,776
|
)
|
|
(115,184
|
)
|
||
Total long-term debt, net
|
$
|
470,422
|
|
|
$
|
557,574
|
|
•
|
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 4.0x; provided, however, that if the Partnership 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 4.0x to 3.0x; and
|
•
|
a fixed charge coverage ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated interest expense and consolidated lease expense) of not less than 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
|
|
Senior Notes
|
|
Credit Facility
|
|
Total
|
||||||||
2020
|
$
|
—
|
|
|
$
|
46,176
|
|
|
$
|
—
|
|
|
$
|
46,176
|
|
2021
|
—
|
|
|
39,396
|
|
|
—
|
|
|
39,396
|
|
||||
2022
|
—
|
|
|
39,396
|
|
|
—
|
|
|
39,396
|
|
||||
2023
|
—
|
|
|
39,396
|
|
|
—
|
|
|
39,396
|
|
||||
2024
|
—
|
|
|
31,028
|
|
|
—
|
|
|
31,028
|
|
||||
Thereafter
|
300,000
|
|
|
28,664
|
|
|
—
|
|
|
328,664
|
|
||||
|
$
|
300,000
|
|
|
$
|
224,056
|
|
|
$
|
—
|
|
|
$
|
524,056
|
|
|
|
|
December 31,
|
||||||||||||||
|
|
|
2019
|
|
2018
|
||||||||||||
(In thousands)
|
Fair Value Hierarchy Level
|
|
Carrying
Value
|
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||
NRP 2025 Senior Notes
|
1
|
|
$
|
294,084
|
|
|
$
|
269,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NRP 2022 Senior Notes
|
1
|
|
—
|
|
|
—
|
|
|
334,024
|
|
|
356,871
|
|
||||
Opco Senior Notes
|
3
|
|
222,114
|
|
|
201,090
|
|
|
338,734
|
|
|
352,599
|
|
||||
Opco Credit Facility
|
3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Contract receivable (current and long-term)
|
3
|
|
$
|
38,945
|
|
|
$
|
33,460
|
|
|
$
|
40,776
|
|
|
$
|
34,704
|
|
|
For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating and maintenance expenses
|
$
|
6,436
|
|
|
$
|
6,170
|
|
|
$
|
6,184
|
|
General and administrative expenses
|
3,548
|
|
|
3,658
|
|
|
4,989
|
|
|
For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Coal royalty and other (1)
|
$
|
39,755
|
|
|
$
|
30,777
|
|
|
$
|
49,967
|
|
Transportation and processing services (2)
|
19,168
|
|
|
23,818
|
|
|
20,522
|
|
|||
Total
|
$
|
58,923
|
|
|
$
|
54,595
|
|
|
$
|
70,489
|
|
|
|
|
|
|
|
||||||
Operating and maintenance expenses (3)
|
$
|
1,329
|
|
|
$
|
1,761
|
|
|
$
|
1,518
|
|
|
|
|
|
|
(1)
|
Included in 2017 coal royalty and other revenues was $21.2 million of related party revenues earned from Foresight Energy prior to May 9, 2017.
|
(2)
|
Included in 2017 transportation and processing services revenues was $6.0 million of related party revenues earned from Foresight Energy prior to May 9, 2017.
|
(3)
|
Included in 2017 operating and maintenance expenses was $0.5 million of related party expenses incurred from Foresight Energy prior to May 9, 2017.
|
|
|
For the Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(In thousands)
|
|
Revenues
|
|
Percent
|
|
Revenues
|
|
Percent
|
|
Revenues
|
|
Percent
|
|||||||||
Foresight Energy (1)
|
|
$
|
58,923
|
|
|
22.9
|
%
|
|
$
|
54,595
|
|
|
21.7
|
%
|
|
$
|
70,489
|
|
|
29.0
|
%
|
Contura Energy (1) (2)
|
|
40,743
|
|
|
15.8
|
%
|
|
24,580
|
|
|
9.8
|
%
|
|
20,172
|
|
|
8.3
|
%
|
|
|
|
|
|
(1)
|
Revenues from Foresight Energy and Contura Energy are included within the Partnership's Coal Royalty and Other segment.
|
(2)
|
In the fourth quarter of 2018, Contura Energy and Alpha Natural Resources merged. Revenues during the year ended December 31, 2019 relate to the combined company, while revenues during the year ended December 31, 2018 do not include revenues from Alpha Natural Resources until the date of the merger. Revenues during the year ended December 31, 2017 do not include revenues from Alpha Natural Resources.
|
(In thousands)
|
Common Units
|
|
Weighted Average Exercise Price
|
|||
Outstanding grants at January 1, 2019
|
55
|
|
|
$
|
29.10
|
|
Granted
|
129
|
|
|
$
|
41.41
|
|
Fully vested and issued
|
(12
|
)
|
|
$
|
41.47
|
|
Forfeitures
|
(15
|
)
|
|
$
|
37.33
|
|
Outstanding at December 31, 2019
|
157
|
|
|
$
|
37.48
|
|
|
December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Accounts receivable
|
$
|
540
|
|
|
$
|
661
|
|
Contract receivable (current and long-term)
|
38,945
|
|
|
40,776
|
|
||
Unearned income
|
21,889
|
|
|
25,058
|
|
||
Projected remaining payments
|
$
|
61,374
|
|
|
$
|
66,495
|
|
Remaining Annual Lease Payments (In thousands)
|
|
December 31, 2019
|
||
2020
|
|
$
|
483
|
|
2021
|
|
483
|
|
|
2022
|
|
483
|
|
|
2023
|
|
483
|
|
|
2024
|
|
483
|
|
|
After 2024
|
|
11,597
|
|
|
Total lease payments (1)
|
|
$
|
14,012
|
|
Less: present value adjustment (2)
|
|
(10,506
|
)
|
|
Total operating lease liability
|
|
$
|
3,506
|
|
|
|
|
|
|
(1)
|
The remaining lease term of the Partnership's operating lease is 29 years.
|
(2)
|
The present value of the operating lease liability on the Partnership's Consolidated Balance Sheet was calculated using a 13.5% discount rate which represents the Partnership's estimated incremental borrowing rate under the lease. As the Partnership's lease does not provide an implicit rate, the Partnership estimated the incremental borrowing rate at the time the lease was entered into by utilizing the rate of the Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30-year expected lease term.
|
(In thousands, except per unit data)
|
First
Quarter |
|
Second
Quarter (1) |
|
Third
Quarter |
|
Fourth
Quarter (2) |
|
Total
2019 |
||||||||||
Revenues
|
$
|
66,785
|
|
|
$
|
81,223
|
|
|
$
|
57,602
|
|
|
$
|
51,827
|
|
|
$
|
257,437
|
|
Gain (loss) on asset sales and disposals
|
256
|
|
|
246
|
|
|
6,107
|
|
|
(111
|
)
|
|
6,498
|
|
|||||
Asset impairments
|
—
|
|
|
—
|
|
|
484
|
|
|
147,730
|
|
|
148,214
|
|
|||||
Income (loss) from operations
|
49,939
|
|
|
60,844
|
|
|
49,594
|
|
|
(109,056
|
)
|
|
51,321
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
29,282
|
|
|
—
|
|
|
—
|
|
|
29,282
|
|
|||||
Net income (loss) from continuing operations
|
35,765
|
|
|
19,106
|
|
|
39,163
|
|
|
(119,448
|
)
|
|
(25,414
|
)
|
|||||
Income (loss) from discontinued operations
|
(46
|
)
|
|
245
|
|
|
7
|
|
|
750
|
|
|
956
|
|
|||||
Net income (loss)
|
35,719
|
|
|
19,351
|
|
|
39,170
|
|
|
(118,698
|
)
|
|
(24,458
|
)
|
|||||
Net income (loss) attributable to NRP
|
35,719
|
|
|
19,351
|
|
|
39,170
|
|
|
(118,698
|
)
|
|
(24,458
|
)
|
|||||
Net income (loss) attributable to common unitholders and general partner
|
28,219
|
|
|
11,851
|
|
|
31,670
|
|
|
(126,198
|
)
|
|
(54,458
|
)
|
|||||
Income (loss) from continuing operations per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.26
|
|
|
$
|
0.93
|
|
|
$
|
2.53
|
|
|
$
|
(10.15
|
)
|
|
$
|
(4.43
|
)
|
Diluted
|
1.75
|
|
|
0.85
|
|
|
1.66
|
|
|
(10.15
|
)
|
|
(4.43
|
)
|
|||||
Net income (loss) per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.26
|
|
|
$
|
0.95
|
|
|
$
|
2.53
|
|
|
$
|
(10.09
|
)
|
|
$
|
(4.35
|
)
|
Diluted
|
1.75
|
|
|
0.87
|
|
|
1.66
|
|
|
(10.09
|
)
|
|
(4.35
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common units outstanding (basic)
|
12,255
|
|
|
12,261
|
|
|
12,261
|
|
|
12,261
|
|
|
12,260
|
|
|||||
Weighted average number of common units outstanding (diluted)
|
20,015
|
|
|
13,388
|
|
|
23,157
|
|
|
12,261
|
|
|
12,260
|
|
|
|
|
|
|
(1)
|
During the second quarter of 2019 the Partnership incurred a $29.3 million loss on extinguishment of debt related to the 105.250% premium paid to redeem the 2022 Senior Notes as well as the write-off of unamortized debt issuance costs and debt discount related to the 2022 Senior Notes. See Note 12. Debt, Net for more information.
|
(2)
|
During the fourth quarter of 2019 the Partnership recorded $147.7 million of asset impairments primarily related to its coal royalty properties and intangible assets. See Note 10. Mineral Rights, Net and Note 11. Intangible Assets, Net for more information.
|
(In thousands, except per unit data)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter (1)(2)(3) |
|
Total
2018 |
||||||||||
Revenues
|
$
|
59,478
|
|
|
$
|
69,451
|
|
|
$
|
58,207
|
|
|
$
|
63,935
|
|
|
$
|
251,071
|
|
Gain on litigation settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
25,000
|
|
|||||
Gain on asset sales and disposals
|
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)
|
During the fourth quarter of 2018 the Partnership recorded $25 million in other income related to the Hillsboro litigation settlement.
|
(2)
|
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 Statements of Comprehensive Income (Loss). See Note 4. Discontinued Operations for more information.
|
(3)
|
During the fourth quarter of 2018 the Partnership recorded $18.0 million in aggregates and coal property impairments. See Note 10. Mineral Rights, Net for more information.
|
Name
|
|
Age
|
|
Position with the General Partner
|
|
Corbin J. Robertson, Jr.
|
|
72
|
|
|
Chairman of the Board and Chief Executive Officer
|
Craig W. Nunez
|
|
58
|
|
|
President and Chief Operating Officer
|
Christopher J. Zolas
|
|
45
|
|
|
Chief Financial Officer and Treasurer
|
Kevin J. Craig
|
|
51
|
|
|
Executive Vice President, Coal
|
Kathryn S. Wilson
|
|
45
|
|
|
Vice President, General Counsel and Secretary
|
Gregory F. Wooten
|
|
63
|
|
|
Vice President, Chief Engineer
|
Galdino J. Claro
|
|
60
|
|
|
Director
|
Russell D. Gordy
|
|
69
|
|
|
Director
|
Alexander D. Greene
|
|
61
|
|
|
Director
|
S. Reed Morian
|
|
74
|
|
|
Director
|
Paul B. Murphy, Jr.
|
|
60
|
|
|
Director
|
Richard A. Navarre
|
|
59
|
|
|
Director
|
Corbin J. Robertson, III
|
|
49
|
|
|
Director
|
Stephen P. Smith
|
|
58
|
|
|
Director
|
Leo A. Vecellio, Jr.
|
|
73
|
|
|
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
|
•
|
Kevin J. Craig—Executive Vice President, Coal
|
•
|
base salaries;
|
•
|
short-term cash incentive compensation;
|
•
|
long-term equity 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 17. 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 99%, 100% and 96% of her time to NRP during the years ended December 31, 2017, 2018 and 2019, respectively, and amounts included under the "Salary," "Bonus," and "All Other Compensation" columns reflect this allocation.
|
(4)
|
Mr. Craig allocated approximately 80%, 80% and 90% of his time to NRP during the years ended December 31, 2017, 2018 and 2019, respectively, and amounts included under the “Salary,” “Bonus,” and “All Other Compensation” columns reflect this allocation
|
|
|
2017 Plan Phantom Units
|
||||||
Named Executive Officer
|
|
Grant Date
|
|
Number of Units
|
|
Grant Date Fair Value
|
||
Corbin J. Robertson, Jr.
|
|
2/14/2019
|
|
31,498
|
|
$
|
1,306,222
|
|
Craig W. Nunez
|
|
2/14/2019
|
|
15,749
|
|
653,111
|
|
|
Christopher J. Zolas
|
|
2/14/2019
|
|
11,878
|
|
492,581
|
|
|
Kathryn S. Wilson
|
|
2/14/2019
|
|
12,230
|
|
507,178
|
|
|
Kevin J. Craig
|
|
2/14/2019
|
|
10,486
|
|
434,854
|
|
Named Executive Officer
|
|
Cash Settled Phantom Units
|
|
Value Realized on Vesting(1)
|
||
Corbin J. Robertson, Jr.
|
|
3,600
|
|
$
|
166,759
|
|
Craig W. Nunez
|
|
1,400
|
|
64,851
|
|
|
Christopher J. Zolas
|
|
950
|
|
44,006
|
|
|
Kathryn S. Wilson
|
|
950
|
|
44,006
|
|
|
Kevin J. Craig
|
|
950
|
|
44,006
|
|
|
|
|
|
|
(1)
|
Includes DERs accrued from the issue date to the settlement date.
|
Named Executive Officer
|
|
Unvested 2017 Plan Phantom Units(1)
|
|
Market Value of Unvested 2017 Plan Phantom Units(2)
|
||
Corbin J. Robertson, Jr.
|
|
45,891
|
|
$
|
922,868
|
|
Craig W. Nunez
|
|
22,946
|
|
461,444
|
|
|
Christopher J. Zolas
|
|
17,635
|
|
354,640
|
|
|
Kathryn S. Wilson
|
|
17,028
|
|
342,433
|
|
|
Kevin J. Craig
|
|
15,476
|
|
311,222
|
|
|
|
|
|
|
(1)
|
2017 Plan Phantom Units were awarded in February 2018 and 2019 and vest in February 2021 and 2022, respectively.
|
(2)
|
Based on a unit price of $20.11, the closing price for the common units on December 31, 2019.
|
|
2017 Plan Equity Awards
|
|
|
||||||||||
Named Executive Officer
|
Unvested Phantom Units
|
|
Market Value(2)
|
|
Accumulated DERs
|
|
Total Potential Payments
|
||||||
Corbin J. Robertson, Jr.
|
45,891
|
|
$
|
922,868
|
|
|
$
|
126,868
|
|
|
$
|
1,049,736
|
|
Craig W. Nunez
|
22,946
|
|
461,444
|
|
|
63,436
|
|
|
524,880
|
|
|||
Christopher J. Zolas
|
17,635
|
|
354,640
|
|
|
49,160
|
|
|
403,800
|
|
|||
Kathryn S. Wilson
|
17,028
|
|
342,433
|
|
|
46,098
|
|
|
388,531
|
|
|||
Kevin J. Craig
|
15,476
|
|
311,222
|
|
|
43,029
|
|
|
354,251
|
|
|
|
|
|
|
(1)
|
Calculated based on a unit price of $20.11, the closing price for the common units on December 31, 2019.
|
Name of Director
|
|
Fees Earned or Paid in Cash
|
|
2017 Plan Common Unit Awards(1)
|
|
Total Compensation
|
||||||
Russell D. Gordy
|
|
$
|
80,000
|
|
|
$
|
81,074
|
|
|
$
|
161,074
|
|
Jasvinder S. Khaira(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
S. Reed Morian
|
|
75,000
|
|
|
81,074
|
|
|
156,074
|
|
|||
Richard A. Navarre(3)
|
|
95,000
|
|
|
81,074
|
|
|
176,074
|
|
|||
Corbin J. Robertson, III
|
|
75,000
|
|
|
81,074
|
|
|
156,074
|
|
|||
Stephen P. Smith(3)
|
|
95,000
|
|
|
81,074
|
|
|
176,074
|
|
|||
Leo A. Vecellio, Jr.
|
|
95,000
|
|
|
81,074
|
|
|
176,074
|
|
|||
Paul B. Murphy, Jr.
|
|
75,000
|
|
|
81,074
|
|
|
156,074
|
|
|||
Galdino J. Claro
|
|
85,000
|
|
|
81,074
|
|
|
166,074
|
|
|||
Alexander D. Greene(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(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 17 to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
(2)
|
Mr. Khaira, who was the Blackstone designee pursuant to the Board Representation and Observation Rights Agreement, resigned from the Board effective March 8, 2019. Effective on such date, Mr. Greene was appointed to the Board by Blackstone to replace Mr. Khaira. Messrs. Khaira and Greene did not receive Board compensation as Blackstone designees.
|
(3)
|
Messrs. Navarre and Smith elected to defer settlement of their common units awarded under the 2017 Plan in 2019 until 90 days following their respective retirements or earlier departures from the Board.
|
Name of Director
|
|
Cash Settled Phantom Units
|
|
Value Realized
on Vesting
|
||
Russell D. Gordy
|
|
410
|
|
$
|
18,992
|
|
Jasvinder S. Khaira
|
|
—
|
|
—
|
|
|
S. Reed Morian
|
|
410
|
|
18,992
|
|
|
Richard A. Navarre
|
|
410
|
|
18,992
|
|
|
Corbin J. Robertson, III
|
|
410
|
|
18,992
|
|
|
Stephen P. Smith
|
|
410
|
|
18,992
|
|
|
Leo A. Vecellio, Jr.
|
|
410
|
|
18,992
|
|
|
Paul B. Murphy, Jr.
|
|
—
|
|
—
|
|
|
Galdino J. Claro
|
|
—
|
|
—
|
|
|
Alexander D. Greene
|
|
—
|
|
—
|
|
Name
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Non-Equity Incentive Plan Compensation
|
|
Phantom Unit Awards
|
|
All Other Compensation
|
|
Total
|
||||||||||||
Median Service Provider
|
|
2019
|
|
$
|
85,847
|
|
|
$
|
23,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,151
|
|
|
$
|
114,659
|
|
Name of Beneficial Owner
|
|
Common
Units
|
|
Percentage of
Common
Units (1)
|
||
Corbin J. Robertson, Jr. (2)
|
|
2,411,395
|
|
|
19.7
|
%
|
Western Pocahontas Corporation (3)
|
|
1,739,007
|
|
|
14.2
|
%
|
Western Pocahontas Properties Limited Partnership (4)
|
|
1,727,986
|
|
|
14.1
|
%
|
JPMorgan Chase & Co. (5)
|
|
1,050,335
|
|
|
8.6
|
%
|
The Goldman Sachs Group, Inc. (6)
|
|
835,403
|
|
|
6.8
|
%
|
Kevin J. Craig
|
|
950
|
|
|
*
|
|
Craig W. Nunez
|
|
—
|
|
|
—
|
|
Kathryn S. Wilson
|
|
—
|
|
|
—
|
|
Christopher J. Zolas
|
|
—
|
|
|
—
|
|
Galdino J. Claro
|
|
4,114
|
|
|
*
|
|
Russell D. Gordy (7)
|
|
11,354
|
|
|
*
|
|
Alexander D. Greene
|
|
—
|
|
|
—
|
|
S. Reed Morian (8)
|
|
620,513
|
|
|
5.1
|
%
|
Paul B. Murphy, Jr.
|
|
7,614
|
|
|
*
|
|
Richard A. Navarre
|
|
1,000
|
|
|
*
|
|
Corbin J. Robertson III (9)
|
|
238,656
|
|
|
1.9
|
%
|
Stephen P. Smith (10)
|
|
355
|
|
|
*
|
|
Leo A. Vecellio, Jr.
|
|
6,354
|
|
|
*
|
|
Directors and Officers as a Group
|
|
3,302,305
|
|
|
26.9
|
%
|
|
|
|
|
|
*
|
Less than one percent.
|
(1)
|
Percentages based upon 12,261,199 common units issued and outstanding as of February 24, 2020. Unless otherwise noted, beneficial ownership is less than 1%.
|
(2)
|
Mr. Robertson may be deemed to beneficially own 505,861 common units owned in his individual capacity, 1,739,007 common units in his capacity as controlling shareholder of Western Pocahontas Corporation, 156,000 common units in his capacity as the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners, which is the general partner of NRP (GP) LP, 5,293 common units in his capacity as controlling shareholder of GNP Management Corporation and 5,234 common units held by his spouse, Barbara M. Robertson. Mr. Robertson’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.
|
(3)
|
Western Pocahontas Corporation has sole voting and sole dispositive power with respect to 11,021 common units and shared voting and shared dispositive power with respect to 1,727,986 common units in its capacity as the general partner of Western Pocahontas Properties Limited Partnership. The business address of Western Pocahontas Corporation is 5260 Irwin Road, Huntington, West Virginia 25705.
|
(4)
|
Western Pocahontas Properties Limited Partnership has sole voting and sole dispositive power with respect to 0 common units and shared voting and shared dispositive power with respect to 1,727,986 common units. The business address of Western Pocahontas Properties Limited Partnership is 5260 Irwin Road, Huntington, West Virginia 25705.
|
(5)
|
According to a Schedule 13G filing with the SEC on January 31, 2020, JPMorgan Chase & Co. holds sole voting power and sole dispositive power with respect to 1,050,335 common units in the Partnership. The business address of JPMorgan Chase & Co. is 270 Park Ave., New York, NY 10017.
|
(6)
|
According to a Schedule13G filing with the SEC on January 31, 2020, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 835,403 common units in the Partnership. The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282.
|
(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. Morian may be deemed to beneficially own 344,863 common units owned by Shadder Investments and 60,097 common units owned by Mocol Properties.
|
(9)
|
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, 19,663 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: 51,987 common units owned by Mr. Robertson III.
|
(10)
|
Mr. Smith may be deemed to beneficially own 355 common units owned by the SP Smith 2002 Revocable Trust.
|
Name of Beneficial Owner
|
|
Preferred Units
|
|
Percentage of
Preferred Units
|
||
The Blackstone Group Inc. (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 Inc., whose address is 345 Park Ave, New York, NY 10154. The Blackstone Group Inc. is 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.
|
|
2019
|
|
2018
|
||||
Audit Fees (1)
|
$
|
1,070,206
|
|
|
$
|
957,272
|
|
Tax Fees (2)
|
533,083
|
|
|
501,426
|
|
|
|
|
|
|
(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.
|
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: February 27, 2020
|
|
|
|
|
By:
|
|
/s/ CORBIN J. ROBERTSON, JR.
|
|
|
|
Corbin J. Robertson, Jr.
|
|
|
|
Chairman of the Board, Director and
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date: February 27, 2020
|
|
|
|
|
By:
|
|
/s/ CHRISTOPHER J. ZOLAS
|
|
|
|
Christopher J. Zolas
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Date: February 27, 2020
|
|
|
/s/ GALDINO J. CLARO
|
|
Galdino J. Claro
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ RUSSELL D. GORDY
|
|
Russell D. Gordy
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ ALEXANDER D. GREENE
|
|
Alexander D. Greene
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ S. REED MORIAN
|
|
S. Reed Morian
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ PAUL B. MURPHY, JR.
|
|
Paul B. Murphy, Jr.
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ RICHARD A. NAVARRE
|
|
Richard A. Navarre
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ CORBIN J. ROBERTSON III
|
|
Corbin J. Robertson III
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ STEPHEN P. SMITH
|
|
Stephen P. Smith
|
|
Director
|
Date: February 27, 2020
|
|
|
/s/ LEO A. VECELLIO, JR.
|
|
Leo A. Vecellio, Jr.
|
|
Director
|
•
|
becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner;
|
•
|
automatically requests admission as a substituted limited partner in our partnership;
|
•
|
agrees to be bound by the terms and conditions of, and executes, our partnership agreement;
|
•
|
represents that he has the capacity, power and authority to enter into the partnership agreement;
|
•
|
grants powers of attorney to officers of the general partner and any liquidator of our partnership as specified in the partnership agreement; and
|
•
|
makes the consents and waivers contained in the partnership agreement.
|
•
|
the right to assign the common unit to a purchaser or transferee; and
|
•
|
the right to transfer the right to seek admission as a substituted limited partner in our partnership for the purchased common units.
|
•
|
will not receive cash distributions or federal income tax allocations, unless the common units are held in a nominee or “street name” account and the nominee or broker has executed and delivered a transfer application; and
|
•
|
may not receive some federal income tax information or reports furnished to record holders of common units.
|
•
|
its operations as conducted immediately before our initial public offering;
|
•
|
any other activity approved by our general partner but only to the extent that our general partner reasonably determines that, as of the date of the acquisition or commencement of the activity, the activity generates “qualifying income” as this term is defined in Section 7704 of the Internal Revenue Code; and
|
•
|
any activity that enhances the operations of an activity that is described in either of the preceding two clauses.
|
•
|
to remove or replace the general partner;
|
•
|
to approve some amendments to our partnership agreement; or
|
•
|
to take other action under our partnership agreement;
|
Issuance of additional units
|
Except as described below under “—Special Approval Rights of Blackstone and GoldenTree,” no approval right.
|
Amendment of partnership agreement
|
Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority and/or a preferred unit majority. See “—Amendment of the Partnership Agreement.”
|
Merger of our partnership or the sale of all or substantially all of our assets.
|
Unit majority. See “—Merger, Sale or Other Disposition of Assets.”
|
Amendment of the limited liability company agreement and other action taken by us as sole member of the operating company
|
Unit majority if such amendment or other action would adversely affect our limited partners (or any particular class of limited partners) in any material respect. See “—Action Relating to Operating Company.”
|
Dissolution of our partnership
|
Unit majority. See “—Termination and Dissolution.”
|
Reconstitution of our partnership upon dissolution
|
Unit majority. See “—Termination and Dissolution”
|
Withdrawal of the general partner
|
Our general partner may withdraw as general partner without approval of our unitholders by giving 90 days’ written notice, and that withdrawal will not constitute a violation of our partnership agreement. See “—Withdrawal or Removal of the General Partner.”
|
Removal of the general partner
|
Not less than 66 2/3% of the outstanding units, including units held by our general partner and its affiliates; provided, however, that after the eighth anniversary of March 2, 2017, the holders of preferred units (or common units issued upon conversion thereof) may, if they hold 66 2/3% of the common units (or would, on conversion of all preferred units), act by written consent to remove the general partner. See “—Withdrawal or Removal of the General Partner.”
|
Transfer of the general partner interest
|
The general partner may transfer any or all of its general partner interest without a vote of our unitholders. See “—Transfer of General Partner Interest.
|
Transfer of ownership interests in the general partner
|
No approval required at any time. See “—Transfer of Ownership Interests in the General Partner.”
|
•
|
the incurrence of new indebtedness or issuance of securities that rank senior to or pari passu with the preferred units, subject to certain exceptions;
|
•
|
material changes to NRP’s business;
|
•
|
acquisitions, divestitures and capital expenditures in excess of certain dollar thresholds;
|
•
|
amendments to material contracts resulting in a cash impact to NRP in excess of certain dollar thresholds;
|
•
|
settlement of any litigation or regulatory matter resulting in cash payments by NRP in excess of certain thresholds; and
|
•
|
amendments to related party contracts outside of the ordinary course of business.
|
•
|
enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;
|
•
|
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion;
|
•
|
change the duration of our partnership;
|
•
|
provide that we are not dissolved upon an election to dissolve our partnership by our general partner that is approved by a unit majority; or
|
•
|
give any person the right to dissolve our partnership other than our general partner’s right to dissolve our partnership with the approval of a unit majority.
|
•
|
a change in our name, the location of our principal place of our business, our registered agent or our registered office;
|
•
|
the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;
|
•
|
a change that, in the sole discretion of our general partner, is necessary or advisable for us to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we, the operating companies nor any of their subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
|
•
|
an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;
|
•
|
an amendment that in the discretion of our general partner is necessary or advisable for the authorization of additional partnership securities or rights to acquire partnership securities;
|
•
|
any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
|
•
|
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;
|
•
|
any amendment that, in the discretion of our general partner, is necessary or advisable for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;
|
•
|
a change in our fiscal year or taxable year and related changes;
|
•
|
a merger, conversion or conveyance effected in accordance with the partnership agreement; and
|
•
|
any other amendments substantially similar to any of the matters described in the clauses above.
|
•
|
do not adversely affect the limited partners (including any particular class of limited partners as compared to other classes of partnership interests) in any material respect;
|
•
|
are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
|
•
|
are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading, compliance with any of which our general partner deems to be in the best interests of us and our limited partners;
|
•
|
are necessary or advisable for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or
|
•
|
are required to effect the intent expressed in the prospectus relating to our initial public offering or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.
|
•
|
the election of our general partner to dissolve us, if approved by the holders of a unit majority;
|
•
|
the sale, exchange or other disposition of all or substantially all of the assets and properties of our partnership and the subsidiaries;
|
•
|
the entry of a decree of judicial dissolution of our partnership; or
|
•
|
the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor.
|
•
|
the action would not result in the loss of limited liability of any limited partner; and
|
•
|
neither our partnership, the reconstituted limited partnership, our operating company nor any of our other subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.
|
•
|
the highest cash price paid by either of our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and
|
•
|
the current market price as of the date three days before the date the notice is mailed.
|
•
|
our general partner;
|
•
|
any departing general partner;
|
•
|
any person who is or was an affiliate of a general partner or any departing general partner;
|
•
|
any person who is or was a member, partner, officer, director, employee, agent or trustee of any of our subsidiaries, a general partner or any departing general partner or any affiliate of any of our subsidiaries, a general partner or any departing general partner; or
|
•
|
any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person.
|
•
|
a current list of the name and last known address of each partner;
|
•
|
a copy of our tax returns;
|
•
|
information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
|
•
|
copies of our partnership agreement, the certificate of limited partnership of the partnership, related amendments and powers of attorney under which they have been executed;
|
•
|
information regarding the status of our business and financial condition; and
|
•
|
any other information regarding our affairs as is just and reasonable.
|
•
|
less the amount of cash reserves that the general partner determines in its reasonable discretion is necessary or appropriate to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments, or other agreements; or
|
•
|
provide funds for distributions to our unitholders and to our general partner;
|
•
|
plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
•
|
First, to our general partner in the amount of certain prior loss allocations to the general partner; and
|
•
|
Second, to our general partner and our unitholders (other than holders of preferred units), pro rata.
|
•
|
First, to our general partner and our unitholders (other than holders of preferred units) in proportion to the positive balance in their capital accounts until the capital accounts of the general partner and the unitholders have been reduced to zero without regard to any preferred units then held by the unitholders;
|
•
|
Second, to our unitholders (other than holders of preferred units) to the extent of and in proportion to the positive balances in their capital accounts;
|
•
|
Third, to the holders of our preferred units, to the extent of and in proportion to the positive balances in their capital accounts; and
|
•
|
Fourth, to our general partner.
|
GP Natural Resource Partners LLC,
|
a Delaware limited liability company
|
By:
|
|
Name:
|
|
Title:
|
|
[SERVICE PROVIDER NAME]
|
|
|
|
Vesting Date
|
|
Number of Phantom Units
|
|
|
|
|
|
|
|
|
|
GP Natural Resource Partners LLC,
|
a Delaware limited liability company
|
By:
|
|
Name:
|
|
Title:
|
|
[NON-EMPLOYEE DIRECTOR]
|
|
|
|
GP Natural Resource Partners LLC,
|
a Delaware limited liability company
|
By:
|
|
Name:
|
|
Title:
|
|
[NON-EMPLOYEE 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:
|
|
February 27, 2020
|
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:
|
|
February 27, 2020
|
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:
|
|
February 27, 2020
|
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:
|
|
February 27, 2020
|
Ciner Wyoming LLC
(A Majority-Owned Subsidiary of Ciner Resources LP)
Financial Statements as of December 31, 2019 and 2018 and for the Years Ended December 31, 2019, 2018, and 2017, and Report of Independent Registered Public Accounting Firm
|
|
|
Page Number
|
|
|
CINER WYOMING LLC
|
|
|
|
|
|
||||||
(A Majority Owned Subsidiary of Ciner Resources LP)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
|||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
|
|
|
|
|
|||||||
(In thousands of dollars)
|
|||||||||||
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
SALES - AFFILIATES
|
$
|
315,847
|
|
|
$
|
253,345
|
|
|
$
|
304,497
|
|
SALES - OTHERS
|
206,996
|
|
|
233,414
|
|
|
192,843
|
|
|||
Total net sales
|
522,843
|
|
|
486,759
|
|
|
497,340
|
|
|||
|
|
|
|
|
|
||||||
COST OF PRODUCTS SOLD
|
247,790
|
|
|
243,562
|
|
|
237,445
|
|
|||
FREIGHT COSTS
|
143,341
|
|
|
139,144
|
|
|
145,693
|
|
|||
|
|
|
|
|
|
||||||
Total cost of products sold
|
391,131
|
|
|
382,706
|
|
|
383,138
|
|
|||
|
|
|
|
|
|
||||||
GROSS PROFIT
|
131,712
|
|
|
104,053
|
|
|
114,202
|
|
|||
|
|
|
|
|
|
||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - AFFILIATES
|
18,404
|
|
|
17,698
|
|
|
16,520
|
|
|||
|
|
|
|
|
|
||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - OTHERS
|
1,553
|
|
|
2,106
|
|
|
1,543
|
|
|||
|
|
|
|
|
|
||||||
LOSS ON DISPOSAL OF ASSETS, NET
|
—
|
|
|
—
|
|
|
1,569
|
|
|||
|
|
|
|
|
|
||||||
LITIGATION SETTLEMENT GAIN
|
—
|
|
|
(27,500
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
OPERATING INCOME
|
111,755
|
|
|
111,749
|
|
|
94,570
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest income
|
350
|
|
|
1,871
|
|
|
1,663
|
|
|||
Interest expense
|
(5,893
|
)
|
|
(5,058
|
)
|
|
(4,531
|
)
|
|||
Other expense, net
|
(57
|
)
|
|
(205
|
)
|
|
(179
|
)
|
|||
|
|
|
|
|
|
||||||
Total other expense
|
(5,600
|
)
|
|
(3,392
|
)
|
|
(3,047
|
)
|
|||
|
|
|
|
|
|
||||||
NET INCOME
|
106,155
|
|
|
108,357
|
|
|
91,523
|
|
|||
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Income (loss) on derivative financial instruments
|
1,612
|
|
|
(282
|
)
|
|
(3,930
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
107,767
|
|
|
$
|
108,075
|
|
|
$
|
87,593
|
|
CINER WYOMING LLC
|
|
|
|
|
|
|
|
||||||||
(A Majority Owned Subsidiary of Ciner Resources LP)
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
STATEMENTS OF MEMBERS' EQUITY
|
|
|
|
||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
|
|
|
|
|
|||||||||||
(In thousands of dollars)
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Accumulated
|
|
|
||||||||
|
Ciner
|
|
Natural Resource
|
|
Other Comprehensive
|
|
Total Members'
|
||||||||
|
Resources LP
|
|
Partners LP
|
|
(Loss) Income
|
|
Equity
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
111,945
|
|
|
$
|
107,556
|
|
|
$
|
(3,279
|
)
|
|
$
|
216,222
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation of net income
|
46,677
|
|
|
44,846
|
|
|
—
|
|
|
91,523
|
|
||||
Capital distribution to members
|
(51,000
|
)
|
|
(49,000
|
)
|
|
—
|
|
|
(100,000
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(3,930
|
)
|
|
(3,930
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
$
|
107,622
|
|
|
$
|
103,402
|
|
|
$
|
(7,209
|
)
|
|
$
|
203,815
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation of net income
|
55,262
|
|
|
53,095
|
|
|
—
|
|
|
108,357
|
|
||||
Capital distribution to members
|
(48,450
|
)
|
|
(46,550
|
)
|
|
—
|
|
|
(95,000
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
(282
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2018
|
$
|
114,434
|
|
|
$
|
109,947
|
|
|
$
|
(7,491
|
)
|
|
$
|
216,890
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation of net income
|
54,139
|
|
|
52,016
|
|
|
—
|
|
|
106,155
|
|
||||
Capital distribution to members
|
(33,150
|
)
|
|
(31,850
|
)
|
|
—
|
|
|
(65,000
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1,612
|
|
|
1,612
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2019
|
$
|
135,423
|
|
|
$
|
130,113
|
|
|
$
|
(5,879
|
)
|
|
$
|
259,657
|
|
|
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,
2019 |
|
December 31,
2018 |
|
December 31,
2019 |
|
December 31,
2018 |
||||||||||||||||
|
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
|
|
$
|
855
|
|
|
Accrued Expenses
|
|
$
|
319
|
|
Natural gas forward contracts - current
|
Other current assets
|
|
136
|
|
|
|
|
—
|
|
|
Accrued Expenses
|
|
2,400
|
|
|
Accrued Expenses
|
|
1,617
|
|
||||
Natural gas forward contracts - non-current
|
Other Non-current assets
|
|
155
|
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
2,915
|
|
|
Other non-current liabilities
|
|
5,555
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
291
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
6,170
|
|
|
|
|
$
|
7,491
|
|
•
|
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.
|
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
$
|
30,281
|
|
|
$
|
30,993
|
|
Other receivables
|
|
5,742
|
|
|
5,897
|
|
||
|
|
36,023
|
|
|
36,890
|
|
||
Allowance for doubtful accounts
|
|
(60
|
)
|
|
(20
|
)
|
||
Total
|
|
$
|
35,963
|
|
|
$
|
36,870
|
|
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
8,672
|
|
|
$
|
10,867
|
|
Finished goods
|
|
6,894
|
|
|
5,112
|
|
||
Stores inventory, current
|
|
8,627
|
|
|
6,296
|
|
||
Total
|
|
$
|
24,193
|
|
|
$
|
22,275
|
|
|
|
2019
|
|
2018
|
||||
Land and land improvements
|
|
$
|
192
|
|
|
$
|
192
|
|
Depletable land
|
|
2,957
|
|
|
2,957
|
|
||
Buildings and building improvements
|
|
137,937
|
|
|
137,176
|
|
||
Computer hardware
|
|
4,734
|
|
|
4,680
|
|
||
Machinery and equipment
|
|
644,132
|
|
|
649,488
|
|
||
Total
|
|
789,952
|
|
|
794,493
|
|
||
Less accumulated depreciation, depletion and amortization
|
|
(622,545
|
)
|
|
(614,415
|
)
|
||
Total net book value
|
|
167,407
|
|
|
180,078
|
|
||
Construction in progress
|
|
90,714
|
|
|
46,333
|
|
||
Property, plant, and equipment, net
|
|
$
|
258,121
|
|
|
$
|
226,411
|
|
|
|
2019
|
|
2018
|
||||
Stores inventory, non-current
|
|
$
|
17,571
|
|
|
$
|
19,394
|
|
Internal-use software, net of accumulated amortization
|
|
6,088
|
|
|
6,191
|
|
||
Deferred financing costs and other
|
|
607
|
|
|
747
|
|
||
Total
|
|
$
|
24,266
|
|
|
$
|
26,332
|
|
|
|
2019
|
|
2018
|
||||
Accrued capital expenditures
|
|
$
|
6,156
|
|
|
$
|
13,131
|
|
Accrued employee compensation & benefits
|
|
6,898
|
|
|
7,083
|
|
||
Accrued energy costs
|
|
5,654
|
|
|
6,592
|
|
||
Accrued royalty costs
|
|
7,143
|
|
|
6,529
|
|
||
Accrued other taxes
|
|
4,801
|
|
|
4,747
|
|
||
Accrued derivatives
|
|
3,255
|
|
|
1,936
|
|
||
Other accruals
|
|
4,054
|
|
|
3,673
|
|
||
Total
|
|
$
|
37,961
|
|
|
$
|
43,691
|
|
|
|
2019
|
|
2018
|
||||
Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 3.27% and 3.99% at December 31, 2019 and 2018, respectively
|
|
$
|
129,500
|
|
|
$
|
99,000
|
|
Total long-term debt
|
|
$
|
129,500
|
|
|
$
|
99,000
|
|
2020 - 2021
|
$
|
—
|
|
2022
|
129,500
|
|
|
2023 and thereafter
|
—
|
|
|
Total
|
$
|
129,500
|
|
|
2019
|
|
2018
|
||||
Reclamation reserve
|
$
|
5,672
|
|
|
$
|
5,366
|
|
Derivative instruments and hedges, fair value liabilities
|
2,915
|
|
|
5,555
|
|
||
Total
|
$
|
8,587
|
|
|
$
|
10,921
|
|
|
2019
|
|
2018
|
||||
Reclamation reserve at beginning of year
|
$
|
5,366
|
|
|
$
|
5,080
|
|
Accretion expense
|
306
|
|
|
286
|
|
||
Reclamation reserve at end of year
|
$
|
5,672
|
|
|
$
|
5,366
|
|
|
|
Interest Rate Swap Contract
|
|
Natural Gas Forwards Contracts
|
|
Total
|
||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|
|
|
||||||
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 (loss) income
|
|
(317
|
)
|
|
35
|
|
|
(282
|
)
|
|||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2018
|
|
$
|
(319
|
)
|
|
$
|
(7,172
|
)
|
|
$
|
(7,491
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income before reclassification
|
|
(711
|
)
|
|
1,085
|
|
|
374
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
175
|
|
|
1,063
|
|
|
1,238
|
|
|||
|
|
|
|
|
|
|
||||||
Net current-period other comprehensive (loss) income
|
|
(536
|
)
|
|
2,148
|
|
|
1,612
|
|
|||
|
|
|
|
|
|
|
||||||
BALANCE at December 31, 2019
|
|
$
|
(855
|
)
|
|
$
|
(5,024
|
)
|
|
$
|
(5,879
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
|
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
|
|
$
|
175
|
|
|
$
|
37
|
|
|
$
|
376
|
|
|
Interest expense
|
Commodity hedge contracts
|
|
1,063
|
|
|
1,037
|
|
|
1,044
|
|
|
Cost of products sold
|
|||
Total reclassifications for the period
|
|
$
|
1,238
|
|
|
$
|
1,074
|
|
|
$
|
1,420
|
|
|
|
|
Leased Land
|
|
Track Leases
|
|
Total
|
||||||
2020
|
$
|
75
|
|
|
$
|
70
|
|
|
$
|
145
|
|
2021
|
75
|
|
|
33
|
|
|
108
|
|
|||
2022
|
75
|
|
|
—
|
|
|
75
|
|
|||
2023
|
75
|
|
|
—
|
|
|
75
|
|
|||
2024
|
75
|
|
|
—
|
|
|
75
|
|
|||
Thereafter
|
1,200
|
|
|
—
|
|
|
1,200
|
|
|||
Total
|
$
|
1,575
|
|
|
$
|
103
|
|
|
$
|
1,678
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Ciner Corp
|
$
|
14,233
|
|
|
$
|
13,728
|
|
|
$
|
13,549
|
|
ANSAC (1)
|
3,508
|
|
|
2,998
|
|
|
2,487
|
|
|||
Ciner Resources
|
663
|
|
|
972
|
|
|
484
|
|
|||
Total selling, general and administrative expenses - affiliates
|
$
|
18,404
|
|
|
$
|
17,698
|
|
|
$
|
16,520
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
ANSAC
|
$
|
315,847
|
|
|
$
|
253,345
|
|
|
$
|
222,231
|
|
CIDT
|
—
|
|
|
—
|
|
|
82,266
|
|
|||
Total
|
$
|
315,847
|
|
|
$
|
253,345
|
|
|
$
|
304,497
|
|
|
2019
|
|
2018
|
||||||||||||
|
Due from Affiliates
|
|
Due to Affiliates
|
|
Due from Affiliates
|
|
Due to Affiliates
|
||||||||
ANSAC
|
$
|
53,859
|
|
|
$
|
1,614
|
|
|
$
|
48,707
|
|
|
$
|
743
|
|
CIDT
|
5,468
|
|
|
—
|
|
|
7,116
|
|
|
—
|
|
||||
Ciner Corp
|
35,713
|
|
|
1,423
|
|
|
14,324
|
|
|
2,014
|
|
||||
Other
|
75
|
|
|
178
|
|
|
212
|
|
|
86
|
|
||||
Total
|
$
|
95,115
|
|
|
$
|
3,215
|
|
|
$
|
70,359
|
|
|
$
|
2,843
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
206,996
|
|
|
$
|
233,414
|
|
|
$
|
192,843
|
|
International:
|
|
|
|
|
|
|
||||||
ANSAC
|
|
315,847
|
|
|
253,345
|
|
|
222,231
|
|
|||
CIDT
|
|
—
|
|
|
—
|
|
|
82,266
|
|
|||
Total international
|
|
315,847
|
|
|
253,345
|
|
|
304,497
|
|
|||
Total net sales
|
|
$
|
522,843
|
|
|
$
|
486,759
|
|
|
$
|
497,340
|
|