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NATURAL RESOURCE PARTNERS LP - Quarter Report: 2019 September (Form 10-Q)



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019 or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
Commission file number: 001-31465
 
nrplogoa25.gif
NATURAL RESOURCE PARTNERS L.P.
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
35-2164875
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1201 Louisiana Street, Suite 3400
Houston, Texas 77002
(Address of principal executive offices)
(Zip Code)
(713) 751-7507
(Registrant’s telephone number, including area code) 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Units representing limited partner interests
 
NRP
 
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
¨
Accelerated Filer
 
ý
Non-accelerated Filer
¨  (Do not check if a smaller reporting company)
Smaller Reporting Company
 
¨
 
 
Emerging Growth Company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes  ¨    No  ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 


Table of Contents





NATURAL RESOURCE PARTNERS, L.P.
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 





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Table of Contents





PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
 
September 30,
 
December 31,
(In thousands, except unit data)
2019
 
2018
ASSETS
(Unaudited)
 
 
Current assets
 
 
 
Cash and cash equivalents
$
99,636

 
$
101,839

Restricted cash
12,527

 
104,191

Accounts receivable, net
27,447

 
32,058

Prepaid expenses and other
3,111

 
3,462

Current assets of discontinued operations
988

 
993

Total current assets
$
143,709

 
$
242,543

Land
24,008

 
24,008

Plant and equipment, net
762

 
984

Mineral rights, net
733,154

 
743,112

Intangible assets, net
40,461

 
42,513

Equity in unconsolidated investment
258,063

 
247,051

Long-term contract receivable
37,473

 
38,945

Other assets
6,274

 
2,491

Total assets
$
1,243,904

 
$
1,341,647

LIABILITIES AND CAPITAL
 
 
 
Current liabilities
 
 
 
Accounts payable
$
1,591

 
$
2,414

Accrued liabilities
7,290

 
12,347

Accrued interest
14,364

 
14,345

Current portion of deferred revenue
5,047

 
3,509

Current portion of long-term debt, net
45,789

 
115,184

Current liabilities of discontinued operations
174

 
947

Total current liabilities
$
74,255

 
$
148,746

Deferred revenue
43,587

 
49,044

Long-term debt, net
490,378

 
557,574

Other non-current liabilities
4,843

 
1,150

Total liabilities
$
613,063

 
$
756,514

Commitments and contingencies (see Note 14)
 
 
 
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 September 30, 2019 and December 31, 2018, respectively)
$
400,266

 
$
355,113

General partner’s interest
5,909

 
5,014

Warrant holders’ interest
66,816

 
66,816

Accumulated other comprehensive loss
(3,802
)
 
(3,462
)
Total partners’ capital
$
469,189

 
$
423,481

Non-controlling interest
(2,935
)
 
(2,935
)
Total capital
$
466,254

 
$
420,546

Total liabilities and capital
$
1,243,904


$
1,341,647

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands, except per unit data)
2019
 
2018
 
2019
 
2018
Revenues and other income
 
 
 
 
 
 
 
Coal royalty and other
$
39,919

 
$
42,518

 
$
154,037

 
$
134,912

Transportation and processing services
3,865

 
6,853

 
14,740

 
17,238

Equity in earnings of Ciner Wyoming
13,818

 
8,836

 
36,833

 
34,986

Gain on asset sales and disposals
6,107

 

 
6,609

 
819

Total revenues and other income
$
63,709

 
$
58,207

 
$
212,219


$
187,955

 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Operating and maintenance expenses
$
5,994

 
$
6,790

 
$
26,813

 
$
21,122

Depreciation, depletion and amortization
3,384

 
4,888

 
11,746

 
15,364

General and administrative expenses
4,253

 
3,183

 
12,799

 
10,782

Asset impairments
484

 

 
484

 
242

Total operating expenses
$
14,115


$
14,861


$
51,842

 
$
47,510

 
 
 
 
 
 
 
 
Income from operations
$
49,594


$
43,346


$
160,377

 
$
140,445

 
 
 
 
 
 
 
 
Other expenses, net
 
 
 
 
 
 
 
Interest expense, net
$
(10,431
)
 
$
(17,493
)
 
$
(37,061
)
 
$
(53,177
)
Loss on extinguishment of debt

 

 
(29,282
)
 

Total other expenses, net
$
(10,431
)

$
(17,493
)

$
(66,343
)
 
$
(53,177
)
 
 
 
 
 
 
 
 
Net income from continuing operations
$
39,163


$
25,853


$
94,034

 
$
87,268

Income from discontinued operations
7

 
2,688

 
206

 
3,721

Net income
$
39,170


$
28,541


$
94,240

 
$
90,989

Net loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Net income attributable to NRP
$
39,170

 
$
28,900

 
$
94,240

 
$
90,479

Less: income attributable to preferred unitholders
(7,500
)
 
(7,500
)
 
(22,500
)
 
(22,500
)
Net income attributable to common unitholders and general partner
$
31,670


$
21,400


$
71,740

 
$
67,979

 
 
 
 
 
 
 
 
Net income attributable to common unitholders
$
31,036

 
$
20,972

 
$
70,305

 
$
66,619

Net income attributable to the general partner
634

 
428

 
1,435

 
1,360

 
 
 
 
 
 
 
 
Income from continuing operations per common unit (see Note 5)
 
 
 
 
 
 
 
Basic
$
2.53

 
$
1.50

 
$
5.72

 
$
5.14

Diluted
1.66

 
1.18

 
3.91

 
3.89

 
 
 
 
 
 
 
 
Net income per common unit (see Note 5)
 
 
 
 
 
 
 
Basic
$
2.53

 
$
1.71

 
$
5.73

 
$
5.44

Diluted
1.66

 
1.30

 
3.92

 
4.06

 
 
 
 
 
 
 
 
Net income
$
39,170


$
28,541


$
94,240

 
$
90,989

Comprehensive income (loss) from unconsolidated investment and other
(520
)
 
791

 
(340
)
 
(768
)
Comprehensive income
$
38,650

 
$
29,332

 
$
93,900

 
$
90,221

Comprehensive loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Comprehensive income attributable to NRP
$
38,650


$
29,691


$
93,900

 
$
89,711

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Unaudited)


 
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, 2018
12,249

 
$
355,113

 
$
5,014

 
$
66,816

 
$
(3,462
)
 
$
423,481

 
$
(2,935
)
 
$
420,546

Net income (1)

 
35,005

 
714

 

 

 
35,719

 

 
35,719

Distributions to common unitholders and general partner

 
(5,513
)
 
(112
)
 

 

 
(5,625
)
 

 
(5,625
)
Distributions to preferred unitholders

 
(7,350
)
 
(150
)
 

 

 
(7,500
)
 

 
(7,500
)
Issuance of unit-based awards
12

 
486

 

 

 

 
486

 

 
486

Unit-based awards amortization and vesting

 
399

 

 

 

 
399

 

 
399

Comprehensive income from unconsolidated investment and other

 

 
10

 

 
1,005

 
1,015

 

 
1,015

Balance at March 31, 2019
12,261

 
$
378,140

 
$
5,476

 
$
66,816

 
$
(2,457
)
 
$
447,975

 
$
(2,935
)
 
$
445,040

Net income (1)

 
18,964

 
387

 

 

 
19,351

 

 
19,351

Distributions to common unitholders and general partner

 
(15,939
)
 
(326
)
 

 

 
(16,265
)
 

 
(16,265
)
Distributions to preferred unitholders

 
(7,350
)
 
(150
)
 

 

 
(7,500
)
 

 
(7,500
)
Unit-based awards amortization and vesting

 
460

 

 

 

 
460

 

 
460

Comprehensive loss from unconsolidated investment and other

 

 

 

 
(825
)
 
(825
)
 

 
(825
)
Balance at June 30, 2019
12,261

 
$
374,275

 
$
5,387

 
$
66,816

 
$
(3,282
)
 
$
443,196

 
$
(2,935
)
 
$
440,261

Net income (1)

 
38,386

 
784

 

 

 
39,170

 

 
39,170

Distributions to common unitholders and general partner

 
(5,518
)
 
(112
)
 

 

 
(5,630
)
 

 
(5,630
)
Distributions to preferred unitholders

 
(7,350
)
 
(150
)
 

 

 
(7,500
)
 

 
(7,500
)
Unit-based awards amortization and vesting

 
473

 

 

 

 
473

 

 
473

Comprehensive loss from unconsolidated investment and other

 

 

 

 
(520
)
 
(520
)
 

 
(520
)
Balance at September 30, 2019
12,261

 
$
400,266

 
$
5,909

 
$
66,816

 
$
(3,802
)
 
$
469,189

 
$
(2,935
)
 
$
466,254

 
 
 
 
 
(1)
Net income includes $7.5 million attributable to preferred unitholders that accumulated during the period, of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.

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Table of Contents
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(Unaudited)


 
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, 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 (1)

 
23,851

 
487

 

 

 
24,338

 

 
24,338

Distributions to common unitholders and general partner

 
(5,505
)
 
(112
)
 

 

 
(5,617
)
 

 
(5,617
)
Distributions to preferred unitholders

 
(7,610
)
 
(155
)
 

 

 
(7,765
)
 

 
(7,765
)
Issuance of unit-based awards
14

 
410

 

 

 

 
410

 

 
410

Unit-based awards amortization and vesting

 
197

 

 

 

 
197

 

 
197

Comprehensive income (loss) from unconsolidated investment and other

 

 
8

 

 
(1,125
)
 
(1,117
)
 

 
(1,117
)
Balance at March 31, 2018
12,246

 
$
280,251

 
$
3,494

 
$
66,816

 
$
(4,438
)
 
$
346,123

 
$
(3,394
)
 
$
342,729

Net income (1)

 
36,496

 
745

 

 

 
37,241

 
869

 
38,110

Distributions to common unitholders and general partner

 
(5,510
)
 
(113
)
 

 

 
(5,623
)
 

 
(5,623
)
Distributions to preferred unitholders

 
(7,350
)
 
(150
)
 

 

 
(7,500
)
 

 
(7,500
)
Unit-based awards amortization and vesting

 
136

 

 

 

 
136

 

 
136

Comprehensive income (loss) from unconsolidated investment and other

 
50

 
1

 

 
(434
)
 
(383
)
 
(51
)
 
(434
)
Balance at June 30, 2018
12,246

 
$
304,073

 
$
3,977

 
$
66,816

 
$
(4,872
)
 
$
369,994

 
$
(2,576
)
 
$
367,418

Net income (loss) (1)

 
28,322

 
578

 

 

 
28,900

 
(359
)
 
28,541

Distributions to common unitholders and general partner

 
(5,511
)
 
(112
)
 

 

 
(5,623
)
 

 
(5,623
)
Distributions to preferred unitholders

 
(7,350
)
 
(150
)
 

 

 
(7,500
)
 

 
(7,500
)
Unit-based awards amortization and vesting

 
139

 

 

 

 
139

 

 
139

Comprehensive income from unconsolidated investment and other

 

 

 

 
791

 
791

 

 
791

Balance at September 30, 2018
12,246

 
319,673

 
4,293

 
66,816

 
(4,081
)
 
386,701

 
(2,935
)
 
383,766

 
 
 
 
 
(1)
Net income includes $7.5 million attributable to preferred unitholders that accumulated during the period, of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



 
Nine Months Ended September 30,
(In thousands)
2019
 
2018
Cash flows from operating activities
 
 
 
Net income
$
94,240

 
$
90,989

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
 
 
 
Depreciation, depletion and amortization
11,746

 
15,364

Distributions from unconsolidated investment
25,480

 
34,653

Equity earnings from unconsolidated investment
(36,833
)
 
(34,986
)
Gain on asset sales and disposals
(6,609
)
 
(819
)
Loss on extinguishment of debt
29,282

 

Income from discontinued operations
(206
)
 
(3,721
)
Asset impairments
484

 
242

Unit-based compensation expense
1,842

 
1,144

Amortization of debt issuance costs and other
3,223

 
4,021

Change in operating assets and liabilities:
 
 
 
Accounts receivable
4,731

 
(6,283
)
Accounts payable
(822
)
 
90

Accrued liabilities
(5,083
)
 
(3,193
)
Accrued interest
19

 
(9,944
)
Deferred revenue
(3,920
)
 
9,200

Other items, net
351

 
1,036

Net cash provided by operating activities of continuing operations
$
117,925

 
$
97,793

Net cash provided by (used in) operating activities of discontinued operations
(4
)
 
9,755

Net cash provided by operating activities
$
117,921

 
$
107,548

 
 
 
 
Cash flows from investing activities
 
 
 
Distributions from unconsolidated investment in excess of cumulative earnings
$

 
$
2,097

Proceeds from asset sales and disposals
6,611

 
826

Return of long-term contract receivable
1,351

 
2,606

Net cash provided by investing activities of continuing operations
$
7,962

 
$
5,529

Net cash used in investing activities of discontinued operations
(556
)
 
(9,343
)
Net cash provided by (used in) investing activities
$
7,406

 
$
(3,814
)
 
 
 
 
Cash flows from financing activities
 
 
 
Debt borrowings
$
300,000

 
$
35,000

Debt repayments
(442,747
)
 
(55,720
)
Redemption of preferred units paid-in-kind

 
(8,844
)
Distributions to common unitholders and general partner
(27,520
)
 
(16,863
)
Distributions to preferred unitholders
(22,500
)
 
(22,765
)
Contributions to discontinued operations
(560
)
 
(2,275
)
Debt issuance costs and other
(26,427
)
 
(228
)
Net cash used in financing activities of continuing operations
$
(219,754
)
 
$
(71,695
)
Net cash provided by financing activities of discontinued operations
560

 
1,521

Net cash used in financing activities
$
(219,194
)
 
$
(70,174
)

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Table of Contents
NATURAL RESOURCE PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



 
Nine Months Ended September 30,
(In thousands)
2019
 
2018
Net increase (decrease) in cash, cash equivalents and restricted cash
$
(93,867
)
 
$
33,560

 
 
 
 
Cash, cash equivalents and restricted cash of continuing operations at beginning of period
$
206,030

 
$
26,980

Cash and cash equivalents of discontinued operations at beginning of period

 
2,847

Cash, cash equivalents and restricted cash at beginning of period
$
206,030

 
$
29,827

 
 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash at end of period
$
112,163

 
$
63,387

Less: cash and cash equivalents of discontinued operations at end of period

 
(4,780
)
Cash, cash equivalents and restricted cash of continuing operations at end of period
$
112,163

 
$
58,607

 
 
 
 
Supplemental cash flow information:
 
 
 
Cash paid during the period for interest of continuing operations
$
36,270

 
$
58,153

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



1.    Basis of Presentation
Nature of Business
Natural Resource Partners L.P. (the "Partnership") engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling 49% interest in Ciner Wyoming LLC ("Ciner Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into two operating segments further described in Note 6. Segment Information. As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.
Principles of Consolidation and Reporting
The accompanying unaudited consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2018 and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on March 7, 2019. In management's opinion, all necessary adjustments to fairly present the Partnership's results of operations, financial position and cash flows for the periods presented have been made and all such adjustments were of a normal and recurring nature. Certain reclassifications have been made to prior period amounts on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows to conform with current period presentation. These reclassifications had no impact on previously reported total assets, total liabilities, partners' capital, net income or cash flows from operating, investing or financing activities.
Recasting of Certain Prior Period Information
As described in Note 3. Discontinued Operations, the Partnership reclassified prior period information for the assets and liabilities, operating results and cash flows of its construction aggregates business as discontinued operations in its consolidated financial statements for all periods presented.
Restricted Cash
Restricted cash at September 30, 2019 and December 31, 2018 represents the remaining net proceeds from the sale of the Partnership's construction aggregates business and other asset sales and disposals that is required to be used to repay debt, make acquisitions or make capital expenditures per the terms of the Partnership's and Opco's debt agreements. In the first nine months of 2019, the Partnership used $97.1 million of restricted cash to repay principal amounts on Opco's private placement senior notes (the "Opco Senior Notes") and it intends to use the remaining $12.5 million of restricted cash to repay a portion of the remaining principal payments on the Opco Senior Notes in 2019.
Recently Adopted Accounting Standards
Leases
On January 1, 2019, NRP adopted Accounting Standards Codification (ASC) 842, Leases, and all the related amendments (the “new lease standard” and "ASC 842") 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. This standard does not apply to leases that explore for or use minerals, oil, natural gas and similar non-regenerative resources, including the intangible right to explore for those natural resources and rights to use the land in which those natural resources are contained. The guidance also required disclosures designed to give financial statement users information on the amount, timing and uncertainty of cash flows arising from leases. The guidance was adopted by NRP on January 1, 2019 using a modified retrospective approach.
The Partnership is a lessee in one lease that is accounted for as an operating lease under the new lease standard, and the adoption of the new lease standard did not have a material impact to the Partnership's consolidated financial statements. For lease

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


agreements entered into or reassessed after the adoption of ASC 842, the Partnership elected to not combine lease and non-lease components. See Note 17. Leases for more information.
Recently Issued Accounting Standards
Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The new standard replaces today's "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The guidance is effective for annual and interim periods beginning after December 15, 2019 and is to be adopted using a modified retrospective approach. The Partnership is continuing to evaluate the provisions of this guidance on its consolidated financial statements, but based on its analysis to date, the Partnership does not expect this standard to have a material effect on its consolidated financial statements.
2.    Revenues from Contracts with Customers
The following table represents the Partnership's Coal Royalty and Other segment revenues by major source:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
 
2019
 
2018
 
2019
 
2018
Coal royalty revenues
 
$
24,727

 
$
30,709

 
$
87,561

 
$
96,473

Production lease minimum revenues
 
2,752

 
1,769

 
21,331

 
6,310

Minimum lease straight-line revenues
 
3,982

 
567

 
11,152

 
1,739

Property tax revenues
 
1,606

 
1,263

 
4,416

 
3,968

Wheelage revenues
 
1,675

 
1,572

 
5,035

 
5,155

Coal overriding royalty revenues
 
2,189

 
3,918

 
10,163

 
10,492

Lease amendment revenues
 
1,535

 

 
6,720

 

Aggregates royalty revenues
 
954

 
888

 
3,655

 
3,551

Oil and gas royalty revenues
 
374

 
1,427

 
2,575

 
5,679

Other revenues
 
125

 
405

 
1,429

 
1,545

Coal royalty and other revenues (1)
 
$
39,919

 
$
42,518

 
$
154,037

 
$
134,912

Transportation and processing services revenues (2)
 
3,865

 
6,853

 
14,740

 
17,238

Total Coal Royalty and Other segment revenues
 
$
43,784

 
$
49,371

 
$
168,777

 
$
152,150

 
 
 
 
 
(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 $1.7 million and $3.6 million for the three months ended September 30, 2019 and 2018, respectively, and $7.3 million and $9.6 million for the nine months ended September 30, 2019 and 2018, respectively. The remaining transportation and processing services revenues of $2.2 million and $3.3 million for the three months ended September 30, 2019, and 2018, respectively, and $7.5 million and $7.6 million for the nine months ended September 30, 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 16. Financing Transaction and Note 17. Leases for more information.


8

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


The following table details the Partnership's Coal Royalty and Other segment receivables and liabilities resulting from contracts with customers:
 
 
September 30,
 
December 31,
(In thousands)
 
2019
 
2018
Receivables
 
 
 
 
Accounts receivable, net
 
$
24,758

 
$
29,001

Prepaid expenses and other (1)
 
2,852

 
2,483

 
 
 
 
 
Contract liabilities
 
 
 
 
Current portion of deferred revenue
 
$
5,047

 
$
3,509

Deferred revenue
 
43,587

 
49,044

 
 
 
 
 
(1)
Prepaid expenses and other includes notes receivable from contracts with customers.
The following table shows the activity related to the Partnership's Coal Royalty and Other segment deferred revenue:
 
Nine Months Ended September 30,
(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
37,315

 
23,534

Recognition of previously deferred revenue
(41,234
)
 
(16,260
)
Balance at end of period (current and non-current)
$
48,634

 
$
42,288


The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty and overriding royalty leases are as follows (in thousands):
Lease Term (1)
 
Weighted Average Remaining Years as of September 30, 2019
 
Annual Minimum Payments (2)
0 - 5 years
 
2.2
 
$
12,439

5 - 10 years
 
6.4
 
9,426

10+ years
 
12.1
 
46,737

Total
 
9.6
 
$
68,602

 
 
 
 
 
(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 16. Financing Transaction for additional information.

9

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


3.    Discontinued Operations
In December 2018, the Partnership sold VantaCore Partners LLC, its construction aggregates business, and in July 2016, the Partnership sold its non-operated oil and gas working interest assets. The Partnership's exit from both its construction aggregates business and non-operated oil and gas working interest business represented strategic shifts to reduce debt and focus on its Coal Royalty and Other and Soda Ash business segments. As a result, the Partnership classified the assets and liabilities, operating results and cash flows of these businesses as discontinued operations in its Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for all periods presented.
The following table presents the carrying amounts of the Partnership's assets and liabilities of discontinued operations in the Consolidated Balance Sheets:
 
September 30, 2019
 
December 31, 2018
(In thousands)
Construction Aggregates
 
NRP
Oil and Gas
 
Total
 
Construction Aggregates
 
NRP
Oil and Gas
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable, net
$

 
$
988

 
$
988

 
$
5

 
$
988

 
$
993

Total assets of discontinued operations
$

 
$
988

 
$
988

 
$
5

 
$
988

 
$
993

LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
42

 
$

 
$
42

 
$
181

 
$

 
$
181

Accrued liabilities
132

 

 
132

 
766

 

 
766

Total liabilities of discontinued operations
$
174

 
$

 
$
174

 
$
947

 
$

 
$
947

The following tables present summarized financial results of the Partnership's discontinued operations in the Consolidated Statements of Comprehensive Income:
 
Three Months Ended September 30,
 
2019
 
2018
(In thousands)
Construction Aggregates
 
 NRP
Oil and Gas
 
Total
 
Construction Aggregates
 
 NRP
Oil and Gas
 
Total
Revenues and other income
 
 
 
 
 
 
 
 
 
 
 
Construction aggregates
$

 
$

 
$

 
$
30,398

 
$

 
$
30,398

Road construction and asphalt paving services

 

 

 
6,250

 

 
6,250

Oil and gas

 
2

 
2

 

 
(1
)
 
(1
)
Gain on asset sales and disposals
5

 

 
5

 
163

 

 
163

Total revenues and other income
$
5

 
$
2

 
$
7

 
$
36,811

 
$
(1
)
 
$
36,810

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating and maintenance expenses
$

 
$

 
$

 
$
30,758

 
$
23

 
$
30,781

Depreciation, depletion and amortization

 

 

 
3,333

 

 
3,333

Total operating expenses
$

 
$

 
$

 
$
34,091

 
$
23

 
$
34,114

Interest expense

 

 

 
(8
)
 

 
(8
)
Income (loss) from discontinued operations
$
5

 
$
2

 
$
7

 
$
2,712

 
$
(24
)
 
$
2,688


10

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


 
Nine Months Ended September 30,
 
2019
 
2018
(In thousands)
Construction Aggregates
 
 NRP
Oil and Gas
 
Total
 
Construction Aggregates
 
 NRP
Oil and Gas
 
Total
Revenues and other income
 
 
 
 
 
 
 
 
 
 
 
Construction aggregates
$

 
$

 
$

 
$
91,055

 
$

 
$
91,055

Road construction and asphalt paving services

 

 

 
13,154

 

 
13,154

Oil and gas

 
2

 
2

 

 
(3
)
 
(3
)
Gain on asset sales and disposals
243

 

 
243

 
214

 

 
214

Total revenues and other income
$
243

 
$
2

 
$
245

 
$
104,423

 
$
(3
)
 
$
104,420

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating and maintenance expenses
$
27

 
$
12

 
$
39

 
$
91,225

 
$
69

 
$
91,294

Depreciation, depletion and amortization

 

 

 
9,377

 

 
9,377

Total operating expenses
$
27

 
$
12

 
$
39

 
$
100,602

 
$
69

 
$
100,671

Interest expense

 

 

 
(28
)
 

 
(28
)
Income (loss) from discontinued operations
$
216

 
$
(10
)
 
$
206

 
$
3,793

 
$
(72
)
 
$
3,721

Capital expenditures related to the Partnership's discontinued operations were $9.7 million during the nine months ended September 30, 2018.
4.    Common and Preferred Unit Distributions
The Partnership makes cash distributions to common and preferred unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.
Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership. The general partner is entitled to receive 2% of such distributions.

Income available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period. NRP reduced net income attributable to common unitholders and the general partner by $7.5 million during the three months ended September 30, 2019 and 2018 and $22.5 million during the nine months ended September 30, 2019 and 2018 as a result of accumulated preferred unit distributions earned during the period. During the three months ended March 31, 2018, the Partnership redeemed all of the outstanding PIK Units, which resulted in an $8.8 million cash payment during the period. This $8.8 million cash payment is not included in the table below.

11

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


The following table shows the distributions declared and paid to common and preferred unitholders during the nine months ended September 30, 2019 and 2018, respectively:
 
 
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

 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
 
 
(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.
5.    Net Income Per Common Unit
Basic net income per common unit is computed by dividing net income, after considering income attributable to non-controlling interest, preferred unitholders and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.
The dilutive effect of the preferred units is calculated using the if-converted method. Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income per unit calculation for the period being presented. Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation.
The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period. The calculation of the dilutive effect of the warrants for the three months ended September 30, 2019 and 2018 and the nine months ended September 30, 2018 includes the net settlement of warrants to purchase 1.75 million common units with a strike price of $22.81 but did not include the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00 because the impact would have been anti-dilutive. The calculation of diluted net income per common unit for the nine months ended September 30, 2019 includes both the net settlement of warrants to purchase 1.75 million common units at a strike price of $22.81 and the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00.

12

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


The following table reconciles the numerator and denominator of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands, except per unit data)
2019
 
2018
 
2019
 
2018
Allocation of net income
 
 
 
 
 
 
 
Net income from continuing operations
$
39,163

 
$
25,853

 
$
94,034

 
$
87,268

Add (less): net loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Less: income attributable to preferred unitholders
(7,500
)
 
(7,500
)
 
(22,500
)
 
(22,500
)
Net income from continuing operations attributable to common unitholders and general partner
$
31,663

 
$
18,712

 
$
71,534

 
$
64,258

Less: net income from continuing operations attributable to the general partner
(634
)
 
(374
)
 
(1,431
)
 
(1,285
)
Net income from continuing operations attributable to common unitholders
$
31,029


$
18,338


$
70,103


$
62,973

 
 
 
 
 
 
 
 
Net income from discontinued operations
$
7

 
$
2,688

 
$
206

 
$
3,721

Less: net income from discontinued operations attributable to the general partner
0

 
(54
)
 
(4
)
 
(75
)
Net income from discontinued operations attributable to common unitholders
$
7


$
2,634


$
202

 
$
3,646

 
 
 
 
 
 
 
 
Net income
$
39,170


$
28,541


$
94,240

 
$
90,989

Add (less): net loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Less: income attributable to preferred unitholders
(7,500
)
 
(7,500
)
 
(22,500
)
 
(22,500
)
Net income attributable to common unitholders and general partner
$
31,670

 
$
21,400

 
$
71,740

 
$
67,979

Less: net income attributable to the general partner
(634
)

(428
)

(1,435
)
 
(1,360
)
Net income attributable to common unitholders
$
31,036


$
20,972


$
70,305


$
66,619

 
 
 
 
 
 
 
 
Basic net income per common unit
 
 
 
 
 
 
 
Weighted average common units—basic
12,261

 
12,246

 
12,259

 
12,243

Basic net income from continuing operations per common unit
$
2.53


$
1.50


$
5.72

 
$
5.14

Basic net income from discontinued operations per common unit
$
0.00


$
0.22


$
0.02

 
$
0.30

Basic net income per common unit
$
2.53


$
1.71


$
5.73

 
$
5.44


13

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands, except per unit data)
2019
 
2018
 
2019
 
2018
Diluted income per common unit
 
 
 
 
 
 
 
Weighted average common units—basic
12,261

 
12,246

 
12,259

 
12,243

Plus: dilutive effect of Preferred Units
10,494

 
9,124

 
10,494

 
9,124

Plus: dilutive effect of Warrants
389

 
470

 
800

 
474

Plus: dilutive effect of unvested unit-based awards
13

 

 
31

 

Weighted average common units—diluted
23,157


21,840


23,584

 
21,841

 
 
 
 
 
 
 
 
Net income from continuing operations
$
39,163


$
25,853


$
94,034

 
$
87,268

Add (less): net loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Diluted net income from continuing operations attributable to common unitholders and general partner
$
39,163

 
$
26,212

 
$
94,034

 
$
86,758

Less: diluted net income from continuing operations attributable to the general partner
(784
)
 
(524
)
 
(1,881
)
 
(1,735
)
Diluted net income from continuing operations attributable to common unitholders
$
38,379


$
25,688


$
92,153

 
$
85,023

 
 
 
 
 
 
 
 
Diluted net income from discontinued operations attributable to common unitholders
$
7


$
2,634


$
202

 
$
3,646

 
 
 
 
 
 
 
 
Net income
$
39,170


$
28,541


$
94,240

 
$
90,989

Add (less): net loss (income) attributable to non-controlling interest

 
359

 

 
(510
)
Diluted net income attributable to common unitholders and general partner
$
39,170

 
$
28,900

 
$
94,240

 
$
90,479

Less: diluted net income attributable to the general partner
(784
)
 
(578
)
 
(1,885
)
 
(1,810
)
Diluted net income attributable to common unitholders
$
38,386


$
28,322


$
92,355

 
$
88,669

 
 
 
 
 
 
 
 
Diluted net income from continuing operations per common unit
$
1.66


$
1.18


$
3.91

 
$
3.89

Diluted net income from discontinued operations per common unit
$
0.00


$
0.12


$
0.01

 
$
0.17

Diluted net income per common unit
$
1.66


$
1.30


$
3.92

 
$
4.06

6.    Segment Information
The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. that are managed accordingly. NRP has the following two operating segments:
Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. The Partnership's coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. The Partnership's industrial minerals and aggregates properties are located in a number of states across the United States. The Partnership's oil and gas royalty assets are primarily located in Louisiana.
Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Ciner Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Ciner Resources LP, the Partnership's operating partner, mines the trona, processes it into soda ash, and distributes the soda ash both domestically and internationally to the glass and chemicals industries.
In December 2018, the Partnership sold its construction aggregates business which enabled it to further reduce debt and focus on its Coal Royalty and Other and Soda Ash business segments. See Note 3. Discontinued Operations for more information.

14

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
The following table summarizes certain financial information for each of the Partnership's business segments:
 
 
Operating Segments
 
 
 
 
(In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
Three Months Ended September 30, 2019
 
 
 
 
 
 
 
 
Revenues
 
$
43,784

 
$
13,818

 
$

 
$
57,602

Gain on asset sales and disposals
 
6,107

 

 

 
6,107

Operating and maintenance expenses
 
5,771

 
223

 

 
5,994

Depreciation, depletion and amortization
 
3,384

 

 

 
3,384

General and administrative expenses
 

 

 
4,253

 
4,253

Asset impairments
 
484

 

 

 
484

Other expenses, net
 

 

 
10,431

 
10,431

Net income (loss) from continuing operations
 
40,252

 
13,595

 
(14,684
)
 
39,163

Income from discontinued operations
 

 

 

 
7

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
Revenues
 
$
49,371

 
$
8,836

 
$

 
$
58,207

Operating and maintenance expenses
 
6,790

 

 

 
6,790

Depreciation, depletion and amortization
 
4,888

 

 

 
4,888

General and administrative expenses
 

 

 
3,183

 
3,183

Other expenses, net
 

 

 
17,493

 
17,493

Net income (loss) from continuing operations
 
37,693

 
8,836

 
(20,676
)
 
25,853

Income from discontinued operations
 

 

 

 
2,688

 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2019
 
 
 
 
 
 
 
 
Revenues
 
$
168,777

 
$
36,833

 
$

 
$
205,610

Gain on asset sales and disposals
 
6,609

 

 

 
6,609

Operating and maintenance expenses
 
26,590

 
223

 

 
26,813

Depreciation, depletion and amortization
 
11,746

 

 

 
11,746

General and administrative expenses
 

 

 
12,799

 
12,799

Asset impairments
 
484

 

 

 
484

Other expenses, net
 

 

 
66,343

 
66,343

Net income (loss) from continuing operations
 
136,566

 
36,610

 
(79,142
)
 
94,034

Income from discontinued operations
 

 

 

 
206


15

Table of Contents
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


 
 
Operating Segments
 
 
 
 
(In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
Revenues
 
$
152,150

 
$
34,986

 
$

 
$
187,136

Gain on asset sales and disposals
 
819

 

 

 
819

Operating and maintenance expenses
 
21,122

 

 

 
21,122

Depreciation, depletion and amortization
 
15,364

 

 

 
15,364

General and administrative expenses
 

 

 
10,782

 
10,782

Asset impairments
 
242

 

 

 
242

Other expenses, net
 

 

 
53,177

 
53,177

Net income (loss) from continuing operations
 
116,241

 
34,986

 
(63,959
)
 
87,268

Income from discontinued operations
 

 

 

 
3,721

 
 
 
 
 
 
 
 
 
As of September 30, 2019
 
 
 
 
 
 
 
 
Total assets of continuing operations
 
$
969,425

 
$
258,063

 
$
15,428

 
$
1,242,916

Total assets of discontinued operations
 

 

 

 
988

 
 
 
 
 
 
 
 
 
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

7.    Equity Investment
The Partnership accounts for its 49% investment in Ciner Wyoming using the equity method of accounting. Activity related to this investment is as follows:

Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands)
2019
 
2018
 
2019
 
2018
Balance at beginning of period
$
251,135

 
$
245,524

 
$
247,051

 
$
245,433

Income allocation to NRP’s equity interests
15,068

 
10,036

 
40,511

 
38,525

Amortization of basis difference
(1,250
)
 
(1,200
)
 
(3,678
)
 
(3,539
)
Comprehensive income (loss) from unconsolidated investment
(520
)
 
791

 
(341
)
 
(768
)
Distribution
(6,370
)
 
(12,250
)
 
(25,480
)
 
(36,750
)
Balance at end of period
$
258,063


$
242,901


$
258,063

 
$
242,901

The following table represents summarized financial information for Ciner Wyoming as derived from their unaudited financial statements:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands)
2019
 
2018
 
2019
 
2018
Sales
$
137,148

 
$
123,366

 
$
397,378

 
$
354,467

Gross profit
36,747

 
26,253

 
103,382

 
68,497

Net income
30,750

 
20,481

 
82,675

 
78,623


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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


8.    Mineral Rights, Net
The Partnership’s mineral rights consist of the following:
 
September 30, 2019
 
December 31, 2018
(In thousands)
Cost
 
Accumulated Depletion
 
Net Book Value
 
Cost
 
Accumulated Depletion
 
Net Book Value
Coal properties
$
1,147,692

 
$
(459,122
)
 
$
688,570

 
$
1,164,845

 
$
(451,210
)
 
$
713,635

Aggregates properties
41,589

 
(13,132
)
 
28,457

 
24,920

 
(11,814
)
 
13,106

Oil and gas royalty properties
12,395

 
(7,823
)
 
4,572

 
12,395

 
(7,632
)
 
4,763

Other
13,156

 
(1,601
)
 
11,555

 
13,158

 
(1,550
)
 
11,608

Total mineral rights, net
$
1,214,832

 
$
(481,678
)
 
$
733,154

 
$
1,215,318

 
$
(472,206
)
 
$
743,112

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $2.8 million and $3.9 million for the three months ended September 30, 2019 and 2018, respectively, and $9.5 million and $12.8 million for the nine months ended September 30, 2019 and 2018, respectively.
During the three and nine months ended September 30, 2019, the Partnership recorded a gain of $6.1 million and $6.6 million, respectively, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income primarily related to the disposal of certain coal mineral rights with a $0 net book value.
9.    Intangible Assets, Net
The Partnership's intangible assets consist of above-market coal royalty and related transportation contracts with subsidiaries of Foresight Energy LP ("Foresight Energy") pursuant to which the Partnership receives royalty payments for coal sales and throughput fees for the transportation and processing of coal. The Partnership's intangible assets included on its Consolidated Balance Sheets are as follows:
 
September 30,
 
December 31,
(In thousands)
2019
 
2018
Intangible assets at cost
$
81,109

 
$
81,109

Less: accumulated amortization
(40,648
)
 
(38,596
)
Total intangible assets, net
$
40,461

 
$
42,513

Amortization expense included in depreciation, depletion and amortization on the Partnership's Consolidated Statements of Comprehensive Income was $0.5 million and $0.9 million for the three months ended September 30, 2019 and 2018, respectively and $2.1 million and $2.3 million for the nine months ended September 30, 2019 and 2018, respectively.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


10.    Debt, Net
The Partnership's debt consists of the following:
 
September 30,
 
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
30,019

 
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
91,365

 
107,013

5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
23,286

 
30,555

Total Opco Senior Notes
$
244,390

 
$
341,500

Total debt at face value
$
544,390

 
$
687,138

Net unamortized debt discount

 
(1,266
)
Net unamortized debt issuance costs
(8,223
)
 
(13,114
)
Total debt, net
$
536,167

 
$
672,758

Less: current portion of long-term debt
(45,789
)
 
(115,184
)
Total long-term debt, net
$
490,378

 
$
557,574

NRP LP Debt
2025 Senior Notes
In April 2019, NRP and NRP Finance issued the 2025 Senior Notes and used the $300 million proceeds and $76 million of cash on hand to fund the redemption of the 2022 Senior Notes. The 2025 Senior Notes were issued under an Indenture dated as of April 29, 2019 (the "2025 Indenture"), bear interest at 9.125% per year and mature on June 30, 2025. Interest is payable semi-annually on June 30 and December 30 beginning December 30, 2019.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


NRP and NRP Finance have the option to redeem the 2025 Senior Notes, in whole or in part, at any time on or after October 30, 2021, at the redemption prices (expressed as percentages of principal amount) of 104.563% for the 12-month period beginning October 30, 2021, 102.281% for the 12-month period beginning October 30, 2022, and thereafter at 100.000%, together, in each case, with any accrued and unpaid interest to the date of redemption. Furthermore, before October 30, 2021, NRP may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the net proceeds of certain public or private equity offerings at a redemption price of 109.125% of the principal amount of 2025 Senior Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the aggregate principal amount of the 2025 Senior Notes issued under the 2025 Indenture remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. In the event of a change of control, as defined in the 2025 Indenture, the holders of the 2025 Senior Notes may require us to purchase their 2025 Senior Notes at a purchase price equal to 101% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any. The 2025 Senior Notes were issued at par.
The 2025 Senior Notes are the senior unsecured obligations of NRP and NRP Finance. The 2025 Senior Notes rank equal in right of payment to all existing and future senior unsecured debt of NRP and NRP Finance and senior in right of payment to any of NRP's subordinated debt. The 2025 Senior Notes are effectively subordinated in right of payment to all future secured debt of NRP and NRP Finance to the extent of the value of the collateral securing such indebtedness and are structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries, including the Opco Credit Facility and each series of Opco’s existing senior notes. None of NRP's subsidiaries guarantee the 2025 Senior Notes. As of September 30, 2019, NRP and NRP Finance were in compliance with the terms of the Indenture relating to their 2025 Senior Notes.
2022 Senior Notes
During the second quarter of 2019, the Partnership redeemed the 2022 Senior Notes at a redemption price equal to 105.250% of the principal amount of the 2022 Senior Notes, plus accrued and unpaid interest. In connection with the early redemption, the Partnership paid an $18.1 million call premium and also wrote off $10.4 million of unamortized debt issuance costs and debt discount. These expenses are included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income.
Opco Debt
All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries other than NRP Trona LLC. As of September 30, 2019 and December 31, 2018, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.
Opco Credit Facility
In April 2019, the Partnership entered into the Fourth Amendment (the “Fourth Amendment”) to the Opco Credit Facility (the "Opco Credit Facility"). The Fourth Amendment extends the term of the Opco Credit Facility until April 2023. Lender commitments under the Opco Credit Facility remain at $100.0 million. The Opco Credit Facility contains financial covenants requiring Opco to maintain:
A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 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.
As of September 30, 2019, the Partnership did not have any borrowings outstanding under the Opco Credit Facility and had $100 million in available borrowing capacity.
The weighted average interest rates for the borrowings outstanding under the Opco Credit Facility during the three and nine months ended September 30, 2018 were 6.34% and 6.18%, respectively. There were no borrowings outstanding under the Opco Credit Facility during the three and nine months ended September 30, 2019.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $541.5 million and $548.9 million classified as mineral rights, net and plant and equipment, net on the Partnership’s Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively.
Opco Senior Notes   
As of September 30, 2019 and December 31, 2018, the Opco Senior Notes had cumulative principal balances of $244.4 million and $341.5 million, respectively. Opco made mandatory principal payments of $97.1 million, which included a $49.3 million pre-payment as a result of the sale of the Partnership's construction aggregates business, during the nine months ended September 30, 2019, and $55.7 million during the nine months ended September 30, 2018.
The 8.92% Opco Senior Notes also provides that in the event that Opco’s leverage ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the Note Purchase Agreements) exceeds 3.75 to 1.00 at the end of any fiscal quarter, then in addition to all other interest accruing on these notes, additional interest in the amount of 2.00% per annum shall accrue on the notes for the two succeeding quarters and for as long thereafter as the leverage ratio remains above 3.75 to 1.00. Opco has not exceeded the 3.75 to 1.00 ratio at the end of any fiscal quarter through September 30, 2019.
11.    Fair Value Measurements
Fair Value of Financial Assets and Liabilities
The Partnership’s financial assets and liabilities consist of cash and cash equivalents, restricted cash, contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2019 or 2018. The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.
The following table shows the carrying amount and estimated fair value of the Partnership's debt and contract receivable:
 
 
 
September 30, 2019
 
December 31, 2018
(In thousands)
Fair Value Hierarchy Level
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Debt:
 
 
 
 
 
 
 
 
 
NRP 2025 Senior Notes
1
 
$
293,824

 
$
287,250

 
$

 
$

NRP 2022 Senior Notes
1
 

 

 
334,024

 
356,871

Opco Senior Notes
3
 
242,343

 
234,003

 
338,734

 
352,599

Opco Credit Facility
3
 

 

 

 

 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
Contract receivable (current and long-term)
3
 
$
39,416

 
$
33,784

 
$
40,776

 
$
34,704


NRP has embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that are accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets. Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring. The embedded derivatives are revalued quarterly and changes in their fair value would be recorded in other expense, net on the Partnership's Consolidated Statements of Comprehensive Income. The embedded derivatives had zero value as of September 30, 2019 and December 31, 2018.


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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


12.    Related Party Transactions
Affiliates of our General Partner
The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income. NRP also reimburses overhead costs incurred by its affiliates to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative on the Partnership's Consolidated Statements of Comprehensive Income.
Direct general and administrative expenses charged to the Partnership by QMC and WPPLP are included in the Partnership's Consolidated Statement of Comprehensive Income as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands)
2019
 
2018
 
2019
 
2018
Operating and maintenance expenses
$
1,598

 
$
1,560

 
$
4,806

 
$
4,694

General and administrative expenses
855

 
934

 
2,704

 
2,714

The Partnership had accounts payable to QMC of $0.4 million and $0.5 million on its Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively.
During the three months ended September 30, 2019 and 2018, the Partnership recognized $0.3 million and $0.6 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. These amounts were $3.8 million and $3.5 million during the nine months ended September 30, 2019 and 2018, respectively. At September 30, 2019, the Partnership had $0.1 million of other assets on its Consolidated Balance Sheets related to a prepaid royalty for this agreement and at December 31, 2018 the Partnership had $1.4 million of accounts payable to WPPLP for this agreement.
Quintana Capital Group GP, Ltd.
Corbin J. Robertson, Jr. is a principal in Quintana Capital Group GP, Ltd. ("Quintana Capital"), which controls several private equity funds focused on investments in the energy business. In connection with the formation of Quintana Capital, the Partnership adopted a formal conflicts policy that establishes the opportunities that will be pursued by the Partnership and those that will be pursued by Quintana Capital. The governance documents of Quintana Capital’s affiliated investment funds reflect the guidelines set forth in the Partnership's conflicts policy. At September 30, 2019, a fund controlled by Quintana Capital owned a substantial interest in Corsa Coal Corp. ("Corsa"), a coal mining company traded on the TSX Venture Exchange that was one of the Partnership’s lessees in Tennessee. During the second quarter of 2018, Corsa assigned its lease with NRP to a third party and is no longer deemed a related party as of such date. Coal related revenues from Corsa totaled $0.4 million for the nine months ended September 30, 2018.
Industrial Minerals Group LLC
Corbin J. Robertson, III, a Director of GP Natural Resource Partners LLC, owns a minority ownership interest in Industrial Minerals Group LLC (“Industrial Minerals”), which, through its subsidiaries, leases two of NRP's coal royalty properties in Central Appalachia. Coal royalty related revenues from Industrial Minerals totaled $0.4 million and $0.2 million for the three months ended September 30, 2019 and 2018, respectively and $0.9 million and $0.6 million for the nine months ended September 30, 2019 and 2018, respectively. The Partnership had accounts receivable from Industrial Minerals of $0.2 million and $0.1 million on its Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


13.    Major Customers
Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
(In thousands)
 
Revenues
 
Percent
 
Revenues
 
Percent
 
Revenues
 
Percent
 
Revenues
 
Percent
Foresight Energy (1)
 
$
12,375

 
21
%
 
$
15,035

 
26
%
 
$
44,604

 
22
%
 
$
40,456

 
22
%
Contura Energy (1) (2)
 
9,190

 
16
%
 
4,709

 
8
%
 
32,915

 
16
%
 
16,091

 
9
%
 
 
 
 
 
(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 three and nine months ended September 30, 2019 relate to the combined company, while revenues during the three and nine months ended September 30, 2018 do not include revenues from Alpha Natural Resources.
14.    Commitments and Contingencies
Legal
NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations. During the third quarter, NRP was also involved in the matters described below.
Anadarko Contingent Consideration Payment Dispute
In January 2013, NRP acquired a non-controlling 48.51% general partner interest in OCI Wyoming, L.P. ("OCI LP") and all of the preferred stock and a portion of the common stock of OCI Wyoming Co. ("OCI Co") (which in turn owned a 1% limited partner interest in OCI LP) from Anadarko Holding Company and its subsidiary, Big Island Trona Company (together, "Anadarko").  The remaining general partner interest in OCI LP and common stock of OCI Co were owned by subsidiaries of OCI Chemical Corporation.
The acquisition agreement provided for additional contingent consideration of up to $50 million to be paid by NRP if certain performance criteria were met at OCI LP as defined in the purchase and sale agreement in any of the years 2013, 2014 or 2015. For those years, NRP paid an aggregate of $11.5 million to Anadarko in full satisfaction of these contingent consideration payment obligations.
  In July 2013, pursuant to a series of transactions in connection with an initial public offering by a subsidiary of OCI Chemical Corporation, the ownership structure in OCI LP was simplified. In connection with such reorganization, NRP exchanged the stock of OCI Co for a limited partner interest in OCI LP. Following the reorganization, NRP's interest in OCI LP remained at 49%, consisting of both limited and general partner interests. The restructuring did not have any impact on the operations, revenues, management or control of OCI LP.
In July 2017, Anadarko filed a lawsuit against Opco and NRP Trona LLC in the District Court of Harris County, Texas, 157th judicial district. The complaint alleged that the transactions conducted in 2013 triggered an acceleration of NRP's obligation under the purchase agreement with Anadarko to pay additional contingent consideration in full and demanded immediate payment of such amount, together with interest, court costs and attorneys’ fees. NRP does not believe the reorganization transactions triggered an obligation to pay any additional contingent consideration and is vigorously defending this lawsuit. However, the ultimate outcome cannot be predicted with certainty and the Partnership estimates a possible range of loss between $0, if it prevails, and approximately $40 million plus interest, court costs and attorneys’ fees if Anadarko prevails and is awarded the full damages it seeks. A trial in this matter was held in October 2019. The parties are currently awaiting a ruling by the trial court.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


15.    Unit-Based Compensation
The Partnership's unit-based awards granted in 2019 and 2018 were valued using the closing price of NRP's units as of the grant date. The grant date fair value of these awards granted during the nine months ended September 30, 2019 and 2018 were $5.4 million and $2.2 million, respectively. Total unit-based compensation expense associated with these awards was $0.5 million and $0.2 million for the three months ended September 30, 2019 and 2018, respectively, and $1.8 million and $0.9 million for the nine months ended September 30, 2019 and 2018, respectively and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. The unamortized cost associated with unvested outstanding awards as of September 30, 2019 is $4.0 million, which is to be recognized over a weighted average period of 2.2 years. The unamortized cost associated with unvested outstanding awards as of December 31, 2018 was $1.2 million.
A summary of the unit activity in the outstanding grants during 2019 is as follows:
(In thousands)
Common Units
 
Weighted Average Exercise Price
Outstanding at January 1, 2019
55

 
$
29.10

Granted
129

 
$
41.41

Fully vested and issued
(12
)
 
$
41.47

Forfeitures
(15
)
 
$
37.33

Outstanding at September 30, 2019
157

 
$
37.48

16.    Financing Transaction
The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight Energy. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight Energy and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to 80 additional years. Minimum payments are $5.0 million per year through the end of the lease term. The Partnership is also entitled to variable payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets. In the event the Sugar Camp lease is renewed beyond 2032, payments become a fixed $10 thousand per year for the remainder of the renewed term.
The following table shows certain amounts related to the Partnership's Sugar Camp lease:
(In thousands)
September 30, 2019
 
December 31, 2018
Accounts receivable
$
347

 
$
661

Contract receivable (current and long-term)
39,416

 
40,776

Unearned income
22,667

 
25,058

Projected remaining payments
$
62,430

 
$
66,495


17.    Leases
Lessee Accounting
As of September 30, 2019, the Partnership had one operating lease for an office building that is owned by WPPLP. On January 1, 2019, the Partnership entered into a new lease of the building with a five-year base term and five additional five-year renewal options. Upon lease commencement and as of September 30, 2019, the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheet using the present value of the future lease payments over 30 years. The Partnership's right-of-use asset and lease liability included within other assets and other non-current liabilities, respectively, on its Consolidated Balance Sheet totaled $3.5 million at both January 1, 2019 and September 30, 2019. During the three and nine months ended September 30, 2019, the Partnership incurred total operating lease expenses of $0.1 million and $0.4 million, respectively, included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statement of Comprehensive Income.

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NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)


The following table details the maturity analysis of the Partnership's operating lease liability and reconciles the undiscounted cash flows to the operating lease liability included on its Consolidated Balance Sheet:
Remaining Annual Lease Payments (In thousands)
 
As of September 30, 2019
2019
 
$
121

2020
 
483

2021
 
483

2022
 
483

2023
 
483

After 2023
 
12,079

Total lease payments (1)
 
$
14,132

Less: present value adjustment (2)
 
(10,623
)
Total operating lease liability
 
$
3,509

 
 
 
 
 
(1)
The remaining lease term of the Partnership's operating lease is 29.25 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.
Lessor Accounting
The Partnership owns loadout and other transportation assets at the Partnership's Macoupin property in the Illinois Basin which is operated by Foresight Energy. The infrastructure at the Macoupin property is leased to a subsidiary of Foresight Energy and is accounted for as an operating lease under ASC 842. The lease with Macoupin expires in January 2108. From the inception of this lease in 2009 through January 2039, the lease provides that the Partnership is entitled to variable lease payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets. These fees are included in transportation and processing services revenues on the Partnership's Consolidated Statements of Comprehensive Income and were $1.1 million and $1.4 million in the three months ended September 30, 2019 and 2018, respectively, and $3.6 million and $3.5 million in the nine months ended September 30, 2019 and 2018, respectively. After January 2039, the lease provides that the Partnership is entitled to an annual rent of $10 thousand per year in place of the variable lease payments.
18.    Subsequent Events
The following represents material events that have occurred subsequent to September 30, 2019 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:
Distributions Declared
In October 2019, the Board of Directors declared a distribution of $0.45 per common unit with respect to the third quarter of 2019. The Board of Directors also declared a cash distribution on NRP's Preferred Units with respect to the third quarter of 2019 totaling $7.5 million.





24

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of operations for the three and nine month periods ended September 30, 2019 and 2018 should be read in conjunction with our consolidated financial statements and the notes to consolidated financial statements included in this Form 10-Q and with the consolidated financial statements, notes to consolidated financial statements and management’s discussion and analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2018.
As used herein, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries. NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this 10-Q may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected production levels by our lessees; Ciner Wyoming LLC’s ("Ciner Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.
These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. See "Item 1A. Risk Factors" included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2018 for important factors that could cause our actual results of operations or our actual financial condition to differ.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations less equity earnings from unconsolidated investment, plus (minus) net loss (income) attributable to non-controlling interest; plus gain on reserve swap, total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income (loss), the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. For a description of Opco's debt agreements, see Note 10. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 13. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2018. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.


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Distributable Cash Flow
Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivable; less maintenance capital expenditures and distributions to non-controlling interest. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.
Free Cash Flow
Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as financing activities and distributions to non-controlling interest. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the Partnership's ability to make cash distributions and repay debt.
Introduction
The following discussion and analysis presents management's view of our business, financial condition and overall performance. Our discussion and analysis consists of the following subjects:
Executive Overview
Results of Operations
Liquidity and Capital Resources
Off-Balance Sheet Transactions
Related Party Transactions
Summary of Critical Accounting Estimates
Recent Accounting Standards

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Executive Overview
We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and own a non-controlling 49% interest in Ciner Wyoming, a producer of natural soda ash. Our common units trade on the New York Stock Exchange under the symbol "NRP". Our business is organized into two operating segments:
Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. Our coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. Our industrial minerals and aggregates properties are located in a number of states across the United States. Our oil and gas royalty assets are primarily located in Louisiana.
Soda Ash—consists of our 49% non-controlling equity interest in Ciner Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Ciner Resources LP, our operating partner, mines the trona, processes it into soda ash, and distributes the soda ash both domestically and internationally into the glass and chemicals industries.
Corporate and Financing includes functional corporate departments that do not earn revenues. Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment.

We remain focused on strengthening our balance sheet and maintaining sufficient liquidity to manage our business through periods of volatility in commodity prices. We devote significant amounts of cash each year to make mandatory amortization payments on the Opco Senior Notes as well as to make distributions on our preferred units and common units. Accordingly, preserving the financial flexibility to respond to changes in market conditions while continuing to service our debt and make distributions to unitholders is one of our key objectives.

Our financial results by segment for the nine months ended September 30, 2019 are as follows:
 
 
Operating Segments
 
 
 
(In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
Revenues and other income
 
$
175,386

 
$
36,833

 
$

 
$
212,219

Net income (loss) from continuing operations
 
$
136,566

 
$
36,610

 
$
(79,142
)
 
$
94,034

Adjusted EBITDA (1)
 
$
148,796

 
$
25,257

 
$
(12,799
)
 
$
161,254

 
 
 
 
 
 
 
 
 
Cash flow provided by (used in) continuing operations
 
 
 
 
 
 
 
 
Operating activities
 
$
139,821

 
$
25,257

 
$
(47,153
)
 
$
117,925

Investing activities
 
$
7,962

 
$

 
$

 
$
7,962

Financing activities
 
$

 
$

 
$
(219,754
)
 
$
(219,754
)
Distributable cash flow (1)
 
$
147,783

 
$
25,257

 
$
(47,153
)
 
$
125,331

Free cash flow (1)
 
$
141,172

 
$
25,257

 
$
(47,153
)
 
$
119,276

 
 
 
 
 
(1)
See "—Results of Operations" below for reconciliations to the most comparable GAAP financial measures.

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Current Results/Market Commentary
Coal Royalty and Other Business Segment

Our results in the first nine months of 2019 were driven by stability in both metallurgical and thermal coal realizations from our lessees during the first half of the year but reduced realizations during the third quarter driven by weakened market demand and lower activity at certain of our properties. We derived approximately 65% of our coal royalty revenues and approximately 55% of our coal royalty sales volumes from metallurgical coal during the nine months ended September 30, 2019. Despite solid performance through the first nine months of 2019, declining coal prices and lessee bankruptcies are expected to put downward pressure on our performance in the coming months.

The market for metallurgical coal weakened primarily due to a decline in global economic growth. As a result, prices for metallurgical coal sold from our properties declined in the third quarter of 2019. Metallurgical coal sales volumes from our properties also declined in the third quarter of 2019 as a result of certain lessees moving off our coal reserves in the normal course of their mine plans and lower activity at certain other mines.

The domestic market for thermal coal remains challenged by continued low natural gas prices and growing stockpiles at domestic utilities. In addition, the export market for thermal coal has weakened due to a combination of lower demand from European utilities, competition from international producers and oversupply of LNG.

We remain cautious about the financial position of U.S. coal producers with over-leveraged capital structures and the state of the domestic and global coal markets generally. The current price environment along with limited access to capital has taken a toll on a number of producers. Four of our lessees have filed for protection under the U.S. Bankruptcy Code in the last six months, and other lessees continue to face challenges. Foresight Energy, which is our largest lessee, has agreed to a forbearance period with its lenders to evaluate their restructuring options. To the extent Foresight determines to idle operations on our properties for a prolonged period or to shut any of its mines on our properties down permanently, our business could be adversely affected. Accordingly, we remain focused on further strengthening our liquidity and balance sheet.

Soda Ash Business Segment

Ciner Wyoming's results are primarily affected by the global supply of and demand for soda ash, which in turn directly impacts the prices Ciner Wyoming and other producers charge for its products. Demand for soda ash in the United States is driven in a large part by economic growth and activity levels in the end markets that the glass-making industry serve, such as the automotive and construction industries. Because the United States is a well-developed market for soda ash, we expect that domestic supply of and demand for soda ash will remain stable for the near future. Soda ash demand in international markets has continued to grow in conjunction with GDP. We expect that future global economic growth will positively influence global demand and pricing, which will likely result in increased exports, primarily from the United States, Turkey and to a limited extent, from China, the largest suppliers of soda ash to international markets.

While the performance of the underlying business remains stable, Ciner Wyoming has announced that it will commence a significant capacity expansion capital project soon that it intends to fund in part by reinvesting cash that would otherwise be distributed to its partners. As a result, we expect for the cash distributions we receive from Ciner Wyoming to decrease to approximately $25 million to $28 million per year and be held at such levels for the next two to three years. We believe that we will benefit over the long-term from increased productivity and cash distributions from Ciner Wyoming’s operations following completion of this capital project.

Business Outlook

Despite solid performance in the first nine months of the year, we expect the challenges described above to have an overall adverse impact on our future results as compared to recent results. However, we believe the progress made to strengthen our financial profile in recent years positions us well to navigate a sustained downturn.


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Results of Operations
Third Quarter of 2019 and 2018 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
 
 
For the Three Months Ended September 30,
 
Increase
(Decrease)
 
Percentage
Change
Operating Segment (In thousands)
 
2019
 
2018
 
Coal Royalty and Other
 
$
49,891

 
$
49,371

 
$
520

 
1
%
Soda Ash
 
13,818

 
8,836

 
4,982

 
56
%
Total
 
$
63,709

 
$
58,207

 
$
5,502

 
9
%
The changes in revenues and other income is discussed for each of the operating segments below:

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Coal Royalty and Other
The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:
 
For the Three Months Ended September 30,
 
Increase
(Decrease)
 
Percentage
Change
(In thousands, except per ton data)
2019
 
2018
 
Coal sales volumes (tons)
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
290

 
349

 
(59
)
 
(17
)%
Central
3,222

 
3,873

 
(651
)
 
(17
)%
Southern
438

 
346

 
92

 
27
 %
Total Appalachia
3,950


4,568

 
(618
)
 
(14
)%
Illinois Basin
551

 
609

 
(58
)
 
(10
)%
Northern Powder River Basin
532

 
855

 
(323
)
 
(38
)%
Total coal sales volumes
5,033


6,032

 
(999
)
 
(17
)%
 
 
 
 
 
 
 
 
Coal royalty revenue per ton
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
$
2.54

 
$
4.01

 
$
(1.47
)
 
(37
)%
Central
5.25

 
5.37

 
(0.12
)
 
(2
)%
Southern
5.99

 
6.82

 
(0.83
)
 
(12
)%
Illinois Basin
4.82

 
4.89

 
(0.07
)
 
(1
)%
Northern Powder River Basin
4.69

 
3.79

 
0.90

 
24
 %
Combined average coal royalty revenue per ton
5.05

 
5.10

 
(0.05
)
 
(1
)%
 
 
 
 
 
 
 
 
Coal royalty revenues
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
$
735

 
$
1,402

 
$
(667
)
 
(48
)%
Central
16,929

 
20,786

 
(3,857
)
 
(19
)%
Southern
2,626

 
2,359

 
267

 
11
 %
Total Appalachia
20,290

 
24,547

 
(4,257
)
 
(17
)%
Illinois Basin
2,658

 
2,973

 
(315
)
 
(11
)%
Northern Powder River Basin
2,492

 
3,237

 
(745
)
 
(23
)%
Unadjusted coal royalty revenues
25,440


30,757

 
(5,317
)
 
(17
)%
Coal royalty adjustment for minimum leases
(713
)
 
(48
)
 
(665
)
 
(1,385
)%
Total coal royalty revenues
$
24,727

 
$
30,709

 
$
(5,982
)
 
(19
)%
 
 
 
 
 
 
 
 
Other revenues
 
 
 
 

 
 
Production lease minimum revenues
$
2,752

 
$
1,769

 
$
983

 
56
 %
Minimum lease straight-line revenues
3,982

 
567

 
3,415

 
602
 %
Property tax revenues
1,606

 
1,263

 
343

 
27
 %
Wheelage revenues
1,675

 
1,572

 
103

 
7
 %
Coal overriding royalty revenues
2,189

 
3,918

 
(1,729
)
 
(44
)%
Lease amendment revenues
1,535

 

 
1,535

 
100
 %
Aggregates royalty revenues
954

 
888

 
66

 
7
 %
Oil and gas royalty revenues
374

 
1,427

 
(1,053
)
 
(74
)%
Other revenues
125

 
405

 
(280
)
 
(69
)%
Total other revenues
$
15,192

 
$
11,809


$
3,383

 
29
 %
Coal royalty and other
$
39,919

 
$
42,518

 
$
(2,599
)
 
(6
)%
Transportation and processing services revenues
3,865

 
6,853

 
(2,988
)
 
(44
)%
Gain on asset sales and disposals
6,107

 

 
6,107

 
100
 %
Total Coal Royalty and Other segment revenues and other income
$
49,891

 
$
49,371

 
$
520

 
1
 %

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Coal Royalty Revenues
Coal royalty revenues decreased $6.0 million period-over-period driven by lower coal sales volumes. The discussion of these decreases by region is as follows:
Appalachia: Sales volumes decreased 14% and coal royalty revenues decreased $4.3 million primarily as a result of weakened coal markets, the temporary idling of certain properties due to lessee bankruptcies and the idling of the Pinnacle mine since the fourth quarter of 2018.
Illinois Basin: Sales volumes decreased 10% and coal royalty revenues decreased $0.3 million primarily due to reduced demand for Illinois Basin coal.
Northern Powder River Basin: Sales volumes decreased 38% and coal royalty revenues decreased $0.7 million primarily due to our lessee mining off of our property in accordance with its mine plan in 2019.
Other Revenues
Total other revenues increased $3.4 million primarily due to $3.4 million of 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 and $1.5 million of increased lease amendment revenues during the third quarter of 2019. These increases were partially offset by lower coal overriding royalty revenues due to reduced sales volumes and lower oil and gas royalty revenues driven by lower natural gas prices during the third quarter of 2019 compared to the prior year quarter.
Transportation and Processing Services Revenues
Transportation and processing services revenues decreased $3.0 million primarily due to weakened demand for Illinois Basin coal that resulted in fewer tons being transported out of our Illinois Basin transportation and processing assets during the third quarter of 2019.
Gain on Asset Sales and Disposals
Gain on asset sales and disposals increased $6.1 million primarily due to the disposal of certain mineral right assets during the third quarter of 2019.
Soda Ash

Revenues and other income related to our Soda Ash segment increased $5.0 million primarily due to an increase in production and sales volumes and increased domestic and international sales prices compared to the third quarter of 2018.
 
Operating Expenses
The following table presents the significant categories of our consolidated operating expenses:
 
 
For the Three Months Ended September 30,
 
Increase
(Decrease)
 
Percentage
Change
(In thousands)
 
2019
 
2018
 
Operating expenses
 
 
 
 
 
 
 
 
Operating and maintenance expenses
 
$
5,994

 
$
6,790

 
$
(796
)
 
(12
)%
Depreciation, depletion and amortization
 
3,384

 
4,888

 
(1,504
)
 
(31
)%
General and administrative expenses
 
4,253

 
3,183

 
1,070

 
34
 %
Asset impairments
 
484

 

 
484

 
100
 %
Total operating expenses
 
$
14,115

 
$
14,861

 
$
(746
)
 
(5
)%

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Total operating expenses decreased $0.7 million primarily due to the following:
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 decreased $0.8 million compared to the prior year quarter primarily due to lower legal costs.
Depreciation, depletion and amortization expense decreased $1.5 million due to lower coal sales volumes at certain properties.
General and administrative expenses increased $1.1 million primarily due to higher legal costs.
Interest Expense, Net
Interest expense, net decreased $7.1 million primarily due to lower debt balances during the third quarter of 2019 as a result of debt repayments.
Income from Discontinued Operations
Income from discontinued operations decreased $2.7 million primarily as a result of the sale of our construction aggregates business in the fourth quarter of 2018. This business generated $2.7 million of net income in the third quarter of 2018.
Adjusted EBITDA (Non-GAAP Financial Measure)
The following table reconciles net income (loss) from continuing operations (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:
 
 
Operating Segments
 
 
 
For the Three Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
40,252

 
$
13,595

 
$
(14,684
)
 
$
39,163

Less: equity earnings from unconsolidated investment
 

 
(13,818
)
 

 
(13,818
)
Add: total distributions from unconsolidated investment
 

 
6,370

 

 
6,370

Add: interest expense, net
 

 

 
10,431

 
10,431

Add: loss on extinguishment of debt
 

 

 

 

Add: depreciation, depletion and amortization
 
3,384

 

 

 
3,384

Add: asset impairments
 
484

 

 

 
484

Adjusted EBITDA
 
$
44,120


$
6,147


$
(4,253
)

$
46,014

 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
37,693

 
$
8,836

 
$
(20,676
)
 
$
25,853

Less: equity earnings from unconsolidated investment
 

 
(8,836
)
 

 
(8,836
)
Add: net loss attributable to non-controlling interest
 
359

 

 

 
359

Add: total distributions from unconsolidated investment
 

 
12,250

 

 
12,250

Add: interest expense, net
 

 

 
17,493

 
17,493

Add: depreciation, depletion and amortization
 
4,888

 

 

 
4,888

Adjusted EBITDA
 
$
42,940


$
12,250

 
$
(3,183
)

$
52,007

Adjusted EBITDA decreased $6.0 million primarily due to lower cash distributions received from Ciner Wyoming in the third quarter of 2019.

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Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)
The following table presents the three major categories of the statement of cash flows by business segment:
 
 
Operating Segments
 
 
 
For the Three Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Cash flow provided by (used in) continuing operations
 
 
 
 
 
 
 
 
Operating activities
 
$
41,094

 
$
6,147

 
$
(5,507
)
 
$
41,734

Investing activities
 
6,567

 

 

 
6,567

Financing activities
 

 

 
(21,913
)
 
(21,913
)
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Cash flow provided by (used in) continuing operations
 
 
 
 
 
 
 
 
Operating activities
 
$
41,604

 
$
12,250

 
$
(27,368
)
 
$
26,486

Investing activities
 
1,590

 

 

 
1,590

Financing activities
 

 

 
(20,798
)
 
(20,798
)

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The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:
 
 
Operating Segments
 
 
 
For the Three Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities of continuing operations
 
$
41,094

 
$
6,147

 
$
(5,507
)
 
$
41,734

Add: proceeds from asset sales and disposals
 
6,108

 

 

 
6,108

Add: proceeds from sale of discontinued operations
 

 

 

 
(122
)
Add: return of long-term contract receivable
 
459

 

 

 
459

Distributable cash flow
 
$
47,661


$
6,147


$
(5,507
)

$
48,179

Less: proceeds from asset sales and disposals
 
(6,108
)
 

 

 
(6,108
)
Less: proceeds from sale of discontinued operations
 

 

 

 
122

Free cash flow
 
$
41,553

 
$
6,147

 
$
(5,507
)
 
$
42,193

 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities of continuing operations
 
$
41,604

 
$
12,250

 
$
(27,368
)
 
$
26,486

Add: return of long-term contract receivable
 
1,590

 

 

 
1,590

Distributable cash flow and Free cash flow
 
$
43,194

 
$
12,250

 
$
(27,368
)
 
$
28,076

DCF and FCF increased $20.1 million and $14.1 million, respectively, primarily due to the following:
Coal Royalty and Other Segment
DCF increased $4.5 million primarily as a result of the proceeds received for the disposal of certain assets and the collection of the Hillsboro minimum payment in the third quarter of 2019, partially offset by lower coal royalty revenues as described above.
FCF decreased $1.6 million primarily due to lower coal royalty revenues in the third quarter of 2019 as compared to the same period in 2018, partially offset by collection of the Hillsboro minimum payment in the third quarter of 2019.
Soda Ash Segment
DCF and FCF decreased $6.1 million as a result of lower cash distributions received from Ciner Wyoming in the third quarter of 2019.
Corporate and Financing Segment
DCF and FCF increased $21.9 million primarily due to lower cash paid for interest as a result of the timing of interest payments on our 2022 Senior Notes in 2018 as compared to the timing of interest payments on our 2025 Senior Notes in 2019 and due to lower interest payments on our Opco Senior Notes as a result of lower principal balances during the third quarter of 2019.

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Results of Operations
First Nine Months of 2019 and 2018 Compared
Revenues and Other Income
The following table includes our revenues and other income by operating segment:
 
 
For the Nine Months Ended
September 30,
 
Increase
(Decrease)
 
Percentage
Change
Operating Segment (In thousands)
 
2019
 
2018
 
Coal Royalty and Other
 
$
175,386

 
$
152,969

 
$
22,417

 
15
%
Soda Ash
 
36,833

 
34,986

 
1,847

 
5
%
Total
 
$
212,219

 
$
187,955

 
$
24,264

 
13
%
The changes in revenues and other income is discussed for each of the operating segments below:

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Coal Royalty and Other
The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:
 
For the Nine Months Ended
September 30,
 
Increase
(Decrease)
 
Percentage
Change
(In thousands, except per ton data)
2019
 
2018
 
Coal sales volumes (tons)
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
2,774

 
1,490

 
1,284

 
86
 %
Central
10,469

 
11,582

 
(1,113
)
 
(10
)%
Southern
1,172

 
1,288

 
(116
)
 
(9
)%
Total Appalachia
14,415

 
14,360

 
55

 
0.4
 %
Illinois Basin
1,646

 
2,091

 
(445
)
 
(21
)%
Northern Powder River Basin
1,979

 
2,896

 
(917
)
 
(32
)%
Total coal sales volumes
18,040

 
19,347

 
(1,307
)
 
(7
)%
 
 
 
 
 
 
 
 
Coal royalty revenue per ton
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
$
2.23

 
$
3.82

 
$
(1.59
)
 
(42
)%
Central
5.79

 
5.57

 
0.22

 
4
 %
Southern
7.00

 
6.98

 
0.02

 
0.3
 %
Illinois Basin
4.70

 
4.56

 
0.14

 
3
 %
Northern Powder River Basin
3.21

 
2.70

 
0.51

 
19
 %
Combined average coal royalty revenue per ton
4.94

 
4.99

 
(0.05
)
 
(1
)%
 
 
 
 
 
 
 
 
Coal royalty revenues
 
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
 
Northern
$
6,173

 
$
5,698

 
$
475

 
8
 %
Central
60,628

 
64,538

 
(3,910
)
 
(6
)%
Southern
8,204

 
8,985

 
(781
)
 
(9
)%
Total Appalachia
75,005

 
79,221

 
(4,216
)
 
(5
)%
Illinois Basin
7,739

 
9,533

 
(1,794
)
 
(19
)%
Northern Powder River Basin
6,347

 
7,817

 
(1,470
)
 
(19
)%
Unadjusted coal royalty revenues
89,091


96,571


(7,480
)
 
(8
)%
Coal royalty adjustment for minimum leases
(1,530
)
 
(98
)
 
(1,432
)
 
(1,461
)%
Total coal royalty revenues
$
87,561


$
96,473

 
$
(8,912
)
 
(9
)%
 
 
 
 
 
 
 
 
Other revenues
 
 
 
 
 
 
 
Production lease minimum revenues
$
21,331

 
$
6,310

 
$
15,021

 
238
 %
Minimum lease straight-line revenues
11,152

 
1,739

 
9,413

 
541
 %
Property tax revenues
4,416

 
3,968

 
448

 
11
 %
Wheelage revenues
5,035

 
5,155

 
(120
)
 
(2
)%
Coal overriding royalty revenues
10,163

 
10,492

 
(329
)
 
(3
)%
Lease amendment revenues
6,720

 

 
6,720

 
100
 %
Aggregates royalty revenues
3,655

 
3,551

 
104

 
3
 %
Oil and gas royalty revenues
2,575

 
5,679

 
(3,104
)
 
(55
)%
Other
1,429

 
1,545

 
(116
)
 
(8
)%
Total other revenues
$
66,476

 
$
38,439

 
$
28,037

 
73
 %
Coal royalty and other
$
154,037

 
$
134,912

 
$
19,125

 
14
 %
Transportation and processing services
14,740

 
17,238

 
(2,498
)
 
(14
)%
Gain on asset sales and disposals
6,609

 
819

 
5,790

 
707
 %
Total Coal Royalty and Other segment revenues and other income
$
175,386

 
$
152,969

 
$
22,417

 
15
 %

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Coal Royalty Revenues
Coal royalty revenues decreased $8.9 million year-over-year. The discussion of these decreases by region is as follows:
Appalachia: Sales volumes were flat year-over year while revenues decreased $4.2 million, or 5%. 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 8% primarily as a result of weakened coal markets, the temporary idling of certain properties due to lessee bankruptcies and the idling of the Pinnacle mine since the fourth quarter of 2018.
Illinois Basin: Sales volumes decreased 21% and coal royalty revenues decreased $1.8 million primarily due to 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, in addition to a weakening of the thermal export market and lower domestic thermal coal demand in 2019.
Northern Powder River Basin: Sales volumes decreased 32% and coal royalty revenues decreased $1.5 million primarily due to our lessee mining off of our property in accordance with its mine plan in 2019.
Other Revenues
Total other revenues increased $28.0 million primarily due to:
$15.0 million increased production lease minimum revenues primarily as a result of increased lessee forfeitures of recoupable balances from minimums paid in prior periods.
$9.4 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.
$6.7 million of lease amendment revenues during the nine months ended September 30, 2019.
These increases in other revenues were partially offset by $3.1 million of lower oil and gas royalty revenues during the nine months ended September 30, 2019 primarily as a result of lower natural gas prices year-over-year.
Transportation and Processing Services Revenues
Transportation and processing services revenues decreased $2.5 million primarily due to weakened demand for Illinois Basin coal that resulted in fewer tons being transported out of our Illinois Basin transportation and processing assets during the nine months ended September 30, 2019.
Gain on Asset Sales and Disposals
Gain on asset sales and disposals increased $5.8 million primarily due to the disposal of certain mineral right assets during the third quarter of 2019.
Soda Ash

Revenues and other income related to our Soda Ash segment increased $1.8 million primarily due to an increase in production and sales volumes and increased domestic and international sales prices in the nine months ended September 30, 2019 compared to the prior year period, partially offset by Ciner Wyoming's settlement of a royalty dispute in the second quarter of 2018 that resulted in $12.7 million of income in the prior year period.

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Operating and Other Expenses
 
The following table presents the significant categories of our consolidated operating and other expenses:
 
 
For the Nine Months Ended
September 30,
 
Increase
(Decrease)
 
Percentage
Change
(In thousands)
 
2019
 
2018
 
Operating expenses
 
 
 
 
 
 
 
 
Operating and maintenance expenses
 
$
26,813

 
$
21,122

 
$
5,691

 
27
 %
Depreciation, depletion and amortization
 
11,746

 
15,364

 
(3,618
)
 
(24
)%
General and administrative expenses
 
12,799

 
10,782

 
2,017

 
19
 %
Asset impairments
 
484

 
242

 
242

 
100
 %
Total operating expenses
 
$
51,842

 
$
47,510

 
$
4,332

 
9
 %
 
 
 
 
 
 
 
 
 
Other expenses, net
 
 
 
 
 
 
 
 
Interest expense, net
 
$
37,061


$
53,177

 
$
(16,116
)
 
(30
)%
Loss on extinguishment of debt
 
29,282



 
29,282

 
100
 %
Total other expenses, net
 
$
66,343


$
53,177


$
13,166

 
25
 %
Total operating expenses increased $4.3 million primarily due to the following:
Operating and maintenance expenses increased $5.7 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.
Depreciation, depletion and amortization expense decreased $3.6 million due to lower coal sales volumes at certain properties.
General and administrative expenses increased $2.0 million primarily due to increased legal and consulting costs.
Total other expenses, net increased $13.2 million primarily due to the following:
Interest expense, net decreased $16.1 million primarily due to lower debt balances during the first nine months of 2019 as a result of debt repayments.
Loss on extinguishment of debt was $29.3 million for the nine months ended September 30, 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.
Income from Discontinued Operations
Income from discontinued operations decreased $3.5 million primarily as a result of the sale of our construction aggregates business in the fourth quarter of 2018. This business generated $3.8 million of net income in the first nine months of 2018.

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Adjusted EBITDA (Non-GAAP Financial Measure)
The following table reconciles net income (loss) from continuing operations (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:
 
 
Operating Segments
 
 
 
 
For the Nine Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
136,566

 
$
36,610

 
$
(79,142
)
 
$
94,034

Less: equity earnings from unconsolidated investment
 

 
(36,833
)
 

 
(36,833
)
Add: total distributions from unconsolidated investment
 

 
25,480

 

 
25,480

Add: interest expense, net
 

 

 
37,061

 
37,061

Add: loss on extinguishment of debt
 

 

 
29,282

 
29,282

Add: depreciation, depletion and amortization
 
11,746

 

 

 
11,746

Add: asset impairments
 
484

 

 

 
484

Adjusted EBITDA
 
$
148,796

 
$
25,257

 
$
(12,799
)
 
$
161,254

 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
116,241

 
$
34,986

 
$
(63,959
)
 
$
87,268

Less: equity earnings from unconsolidated investment
 

 
(34,986
)
 

 
(34,986
)
Less: net income attributable to non-controlling interest
 
(510
)
 

 

 
(510
)
Add: total distributions from unconsolidated investment
 

 
36,750

 

 
36,750

Add: interest expense, net
 

 

 
53,177

 
53,177

Add: depreciation, depletion and amortization
 
15,364

 

 

 
15,364

Add: asset impairments
 
242

 

 

 
242

Adjusted EBITDA
 
$
131,337

 
$
36,750

 
$
(10,782
)
 
$
157,305

Adjusted EBITDA increased $3.9 million primarily due to the following:
Coal Royalty and Other Segment
Adjusted EBITDA increased $17.5 million primarily as a result of the increase in revenues and other income, partially offset by increased operating and maintenance expenses, both discussed above.
Soda Ash Segment
Adjusted EBITDA decreased $11.5 million as a result of lower cash distributions received from Ciner Wyoming in the first nine months of 2019.


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Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)
The following table presents the three major categories of the statement of cash flows by business segment:
 
 
Operating Segments
 
 
 
 
For the Nine Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Cash flow provided by (used in) continuing operations
 
 
 
 
 
 
 
 
Operating activities
 
$
139,821

 
$
25,257

 
$
(47,153
)
 
$
117,925

Investing activities
 
7,962

 

 

 
7,962

Financing activities
 

 

 
(219,754
)
 
(219,754
)
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Cash flow provided by (used in) continuing operations
 
 
 
 
 
 
 
 
Operating activities
 
$
132,122

 
$
34,653

 
$
(68,982
)
 
$
97,793

Investing activities
 
3,432

 
2,097

 

 
5,529

Financing activities
 

 

 
(71,695
)
 
(71,695
)

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The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:
 
 
Operating Segments
 
 
 
 
For the Nine Months Ended (In thousands)
 
Coal Royalty and Other
 
Soda Ash
 
Corporate and Financing
 
Total
September 30, 2019
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities of continuing operations
 
$
139,821

 
$
25,257

 
$
(47,153
)
 
$
117,925

Add: proceeds from asset sales and disposals
 
6,611

 

 

 
6,611

Add: proceeds from sale of discontinued operations
 

 

 

 
(556
)
Add: return of long-term contract receivable
 
1,351

 

 

 
1,351

Distributable cash flow
 
$
147,783

 
$
25,257

 
$
(47,153
)
 
$
125,331

Less: proceeds from asset sales and disposals
 
(6,611
)
 

 

 
(6,611
)
Less: proceeds from sale of discontinued operations
 






556

Free cash flow
 
$
141,172

 
$
25,257

 
$
(47,153
)
 
$
119,276

 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities of continuing operations
 
$
132,122

 
$
34,653

 
$
(68,982
)
 
$
97,793

Add: distributions from unconsolidated investment in excess of cumulative earnings
 

 
2,097

 

 
2,097

Add: proceeds from asset sales and disposals
 
826

 

 

 
826

Add: return of long-term contract receivable
 
2,606

 

 

 
2,606

Distributable cash flow
 
$
135,554

 
$
36,750

 
$
(68,982
)
 
$
103,322

Less: proceeds from asset sales and disposals
 
(826
)





(826
)
Free cash flow
 
$
134,728

 
$
36,750

 
$
(68,982
)
 
$
102,496


DCF and FCF increased $22.0 million and $16.8 million, respectively, primarily due to the following:
Coal Royalty and Other Segment
DCF and FCF increased $12.2 million and $6.4 million, respectively, as a result of the collection of lease amendment fees and the Hillsboro minimum payments in the first nine months of 2019, partially offset by lower coal royalty revenues as described above. DCF also increased as a result of the proceeds received in the third quarter of 2019 related to the sale and disposal of certain assets.
Soda Ash Segment
DCF and FCF decreased $11.5 million as a result of lower cash distributions received from Ciner Wyoming in the first nine months of 2019.
Corporate and Financing Segment
DCF and FCF increased $21.8 million primarily due to lower cash paid for interest as a result of the timing of interest payments on our 2022 Senior Notes in 2018 as compared to the timing of interest payments on our 2025 Senior Notes in 2019 and lower interest paid on our Opco Senior Notes as a result of lower principal balances during the first nine months of 2019.


41

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Liquidity and Capital Resources
Current Liquidity
As of September 30, 2019, we had total liquidity of $212.2 million, consisting of $99.6 million of cash and cash equivalents, $12.5 million of restricted cash and $100.0 million of borrowing capacity under the Opco Credit Facility. The $12.5 million of restricted cash is required to be used to repay debt, make acquisitions or make capital expenditures per the terms of our debt agreements. We intend to use our restricted cash to repay a portion of the remaining principal payments on our Opco Senior Notes in 2019.
Cash Flows
Cash flows provided by operating activities increased $10.4 million, from $107.5 million in the nine months ended September 30, 2018 to $117.9 million in the nine months ended September 30, 2019 primarily related to the timing of interest payments on our 2022 Senior Notes in 2018 as compared to the timing of interest payments on our 2025 Senior Notes in 2019, lower cash paid for interest on our Opco Senior Notes as a result of lower debt balances during the first nine months of 2019, and the collection of lease amendment fees and the Hillsboro minimum payment within our Coal Royalty and Other segment. These increases were partially offset by lower cash distributions received from Ciner Wyoming, lower coal royalty revenues driven by weakened coal markets, the temporary idling of certain properties due to lessee bankruptcies and the idling of the Pinnacle mine since the fourth quarter of 2018, and lower cash provided by operating activities of discontinued operations as a result of the sale of our construction aggregates business in the fourth quarter of 2018.
Cash flows provided by investing activities increased $11.2 million, from $3.8 million used in the nine months ended September 30, 2018 to $7.4 million provided in the nine months ended September 30, 2019 primarily due to $9.7 million of capital expenditures made by our discontinued operation in the first nine months of 2018 and a $5.8 million increase in proceeds from asset sales and disposals year-over-year. These increases were partially offset by a portion of our distribution from Ciner Wyoming being classified as an investing activity in the nine months ended September 30, 2018.
Cash flows used in financing activities increased $149.0 million, from $70.2 million in the nine months ended September 30, 2018 to $219.2 million in the nine months ended September 30, 2019. In the second quarter of 2019, we extended the maturity date of the $100.0 million Opco Credit Facility to April 2023 and issued $300 million of a new series of 9.125% senior notes due 2025. We used the net proceeds from this offering, together with $76 million of cash on hand to redeem all of our 2022 Senior Notes. As a result of these transactions, our outstanding debt was reduced, our annual interest expense has decreased, and our debt maturities were extended. Significant increases in cash flow used in financing activities included the following:
$345.6 million used for the redemption of our 2022 Senior Notes in the second quarter of 2019;
$41.4 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 the first nine months of 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.
These increases in cash flows used in financing activities were partially offset by the following:
$300 million provided by the issuance of the 2025 Senior Notes in the second quarter of 2019; and
$8.8 million less cash used in the first nine months of 2019 compared to the prior year period as a result of the redemption of preferred units paid-in-kind in the first quarter of 2018.

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Capital Resources and Obligations
Debt, Net
We had the following debt outstanding as of September 30, 2019 and December 31, 2018:
(In thousands)
September 30, 2019
 
December 31, 2018
Current portion of long-term debt, net
$
45,789

 
$
115,184

Long-term debt, net
490,378

 
557,574

Total debt, net
$
536,167

 
$
672,758

We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see Note 10. Debt, Net to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Transactions
We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.
Related Party Transactions
The information required set forth under Note 12. Related Party Transactions to the consolidated financial statements is incorporated herein by reference.
Summary of Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
Recent Accounting Standards
The information set forth under Note 1. Basis of Presentation to the consolidated financial statements is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:
Commodity Price Risk
Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all of our reserves are coal, changes in coal prices have a more significant impact on our financial results.
We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees’ failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees’ operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal prices.

43

Table of Contents





The market price of soda ash and energy costs directly affects the profitability of Ciner Wyoming’s operations. If the market price for soda ash declines, Ciner Wyoming’s sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future.
Interest Rate Risk
Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variable interest rates based upon LIBOR. At September 30, 2019, we did not have any borrowings outstanding under the Opco Credit Facility.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in the Partnership’s Internal Control Over Financial Reporting
There were no material changes in the Partnership’s internal control over financial reporting during the first nine months of 2019 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.



44

Table of Contents





PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.
For more information regarding certain other legal proceedings involving the Partnership, including the lawsuit involving Anadarko, see Note 14. Commitments and Contingencies to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, Item 3. “Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2018, and Item 1A. “Risk Factors—Risks Related to Our Business—An adverse outcome in our contingent consideration payment dispute with Anadarko could have an adverse effect on our business and liquidity,” in our Annual Report on Form 10-K for the year ended December 31, 2018 which are incorporated herein by reference.
ITEM 1A. RISK FACTORS
During the period covered by this report, except as provided below, there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None. 
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.

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ITEM 6. EXHIBITS
Exhibit
Number
 
Description
 
Purchase Agreement, dated as of January 23, 2013, by and among Anadarko Holding Company, Big Island Trona Company, NRP Trona LLC and NRP (Operating) LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on January 25, 2013).
 
Purchase and Sale Agreement dated as of November 16, 2018, by and between NRP (Operating) LLC and VantaCore Intermediate Holdings LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on November 20, 2018).
 
Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).
 
Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011).
 
Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013).
 
Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582).
 
Indenture, dated April 29, 2019, by and among Natural Resource Partners L.P. and NRP Finance Corporation, as issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on May 2, 2019).
 
Form of 9.125% Senior Notes due 2025 (contained in Exhibit 1 to Exhibit 4.1).
 
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley.
 
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
*
 
Filed herewith
**
 
Furnished herewith




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.
 
NATURAL RESOURCE PARTNERS L.P.
 
By:
 
NRP (GP) LP, its general partner
 
By:
 
GP NATURAL RESOURCE
 
 
 
PARTNERS LLC, its general partner
 
 
 
 
Date: November 6, 2019
 
 
 
By:
 
/s/     CORBIN J. ROBERTSON, JR.      
 
 
 
Corbin J. Robertson, Jr.
 
 
 
Chairman of the Board and
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
Date: November 6, 2019
 
 
 
By:
 
/s/     CHRISTOPHER J. ZOLAS
 
 
 
Christopher J. Zolas
 
 
 
Chief Financial Officer and Treasurer
 
 
 
(Principal Financial and Accounting Officer)



47