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Name | Symbol | Market | Type |
---|---|---|---|
Natural Resource Partners Ltd New | NYSE:NRP | NYSE | Trust |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.9822 | -1.09% | 89.2878 | 90.00 | 88.88 | 90.00 | 12,035 | 20:20:57 |
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
35-2164875
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large Accelerated Filer
|
¨
|
Accelerated Filer
|
|
ý
|
Non-accelerated Filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
|
|
¨
|
|
|
Emerging Growth Company
|
|
¨
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
112,945
|
|
|
$
|
40,371
|
|
Accounts receivable, net
|
44,470
|
|
|
43,202
|
|
||
Accounts receivable—affiliates, net
|
7,605
|
|
|
6,658
|
|
||
Inventory
|
7,624
|
|
|
6,893
|
|
||
Prepaid expenses and other
|
4,122
|
|
|
6,137
|
|
||
Current assets of discontinued operations (see Note 5)
|
991
|
|
|
991
|
|
||
Current assets held for sale
|
17,500
|
|
|
—
|
|
||
Total current assets
|
195,257
|
|
|
104,252
|
|
||
Land
|
12,591
|
|
|
25,252
|
|
||
Plant and equipment, net
|
48,579
|
|
|
49,443
|
|
||
Mineral rights, net
|
895,071
|
|
|
908,192
|
|
||
Intangible assets, net
|
3,065
|
|
|
3,236
|
|
||
Intangible assets, net—affiliate
|
49,043
|
|
|
49,811
|
|
||
Equity in unconsolidated investment
|
252,803
|
|
|
255,901
|
|
||
Long-term contracts receivable—affiliate
|
42,619
|
|
|
43,785
|
|
||
Other assets
|
9,270
|
|
|
3,791
|
|
||
Other assets—affiliate
|
952
|
|
|
1,018
|
|
||
Total assets
|
$
|
1,509,250
|
|
|
$
|
1,444,681
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,538
|
|
|
$
|
6,234
|
|
Accounts payable—affiliates
|
1,196
|
|
|
940
|
|
||
Accrued liabilities
|
33,509
|
|
|
41,587
|
|
||
Current portion of long-term debt, net
|
263,502
|
|
|
138,903
|
|
||
Current liabilities of discontinued operations (see Note 5)
|
304
|
|
|
353
|
|
||
Total current liabilities
|
305,049
|
|
|
188,017
|
|
||
Deferred revenue
|
46,008
|
|
|
44,931
|
|
||
Deferred revenue
—
affiliates
|
68,735
|
|
|
71,632
|
|
||
Long-term debt, net
|
707,424
|
|
|
987,400
|
|
||
Warrant liabilities
|
61,417
|
|
|
—
|
|
||
Other non-current liabilities
|
3,102
|
|
|
4,565
|
|
||
Total liabilities
|
1,191,735
|
|
|
1,296,545
|
|
||
Commitments and contingencies (see Note 13)
|
|
|
|
||||
Convertible Preferred Units (250,000 units issued and outstanding at $1,000 par value per unit; liquidation preference of $1,500 per unit)
|
159,292
|
|
|
—
|
|
||
Partners’ capital:
|
|
|
|
||||
Common unitholders’ interest (12,232,006 units issued and outstanding)
|
163,304
|
|
|
152,309
|
|
||
General partner’s interest
|
1,111
|
|
|
887
|
|
||
Accumulated other comprehensive loss
|
(2,798
|
)
|
|
(1,666
|
)
|
||
Total partners’ capital
|
161,617
|
|
|
151,530
|
|
||
Non-controlling interest
|
(3,394
|
)
|
|
(3,394
|
)
|
||
Total capital
|
158,223
|
|
|
148,136
|
|
||
Total liabilities and capital
|
$
|
1,509,250
|
|
|
$
|
1,444,681
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenues and other income:
|
|
|
|
||||
Coal royalty and other
|
$
|
34,994
|
|
|
$
|
28,849
|
|
Coal royalty and other—affiliates
|
16,144
|
|
|
10,569
|
|
||
VantaCore
|
27,221
|
|
|
24,682
|
|
||
Equity in earnings of Ciner Wyoming
|
10,294
|
|
|
9,801
|
|
||
Gain on asset sales, net
|
44
|
|
|
21,925
|
|
||
Total revenues and other income
|
88,697
|
|
|
95,826
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Operating and maintenance expenses
|
29,628
|
|
|
26,785
|
|
||
Operating and maintenance expenses—affiliates, net
|
2,555
|
|
|
3,484
|
|
||
Depreciation, depletion and amortization
|
9,724
|
|
|
9,780
|
|
||
Amortization expense—affiliate
|
768
|
|
|
722
|
|
||
General and administrative
|
6,078
|
|
|
3,235
|
|
||
General and administrative—affiliates
|
1,124
|
|
|
937
|
|
||
Asset impairments
|
1,778
|
|
|
1,893
|
|
||
Total operating expenses
|
51,655
|
|
|
46,836
|
|
||
|
|
|
|
||||
Income from operations
|
37,042
|
|
|
48,990
|
|
||
|
|
|
|
||||
Other income (expense)
|
|
|
|
||||
Interest expense
|
(23,141
|
)
|
|
(22,196
|
)
|
||
Interest expense—affiliate
|
—
|
|
|
(462
|
)
|
||
Debt modification expense
|
(7,807
|
)
|
|
—
|
|
||
Warrant issuance expense
|
(5,709
|
)
|
|
—
|
|
||
Fair value adjustments for warrant liabilities
|
16,569
|
|
|
—
|
|
||
Interest income
|
17
|
|
|
19
|
|
||
Other expense, net
|
(20,071
|
)
|
|
(22,639
|
)
|
||
|
|
|
|
||||
Net income from continuing operations
|
16,971
|
|
|
26,351
|
|
||
Loss from discontinued operations (see Note 5)
|
(207
|
)
|
|
(2,924
|
)
|
||
Net income
|
$
|
16,764
|
|
|
$
|
23,427
|
|
Less: income attributable to preferred unitholders
|
(2,500
|
)
|
|
—
|
|
||
Net income attributable to common unitholders and general partner
|
$
|
14,264
|
|
|
$
|
23,427
|
|
|
|
|
|
||||
Income from continuing operations per common unit (see Note 3)
|
|
|
|
||||
Basic
|
$
|
1.17
|
|
|
$
|
2.12
|
|
Diluted
|
0.03
|
|
|
2.12
|
|
||
|
|
|
|
||||
Net income per common unit (see Note 3)
|
|
|
|
||||
Basic
|
$
|
1.15
|
|
|
$
|
1.88
|
|
Diluted
|
0.02
|
|
|
1.88
|
|
||
|
|
|
|
||||
Net income
|
$
|
16,764
|
|
|
$
|
23,427
|
|
Add: comprehensive loss from unconsolidated investment and other
|
(1,132
|
)
|
|
(545
|
)
|
||
Comprehensive income
|
$
|
15,632
|
|
|
$
|
22,882
|
|
|
Common Unitholders
|
|
General Partner
|
|
Accumulated
Other Comprehensive Loss |
|
Partners' Capital Excluding Non-Controlling Interest
|
|
Non-Controlling Interest
|
|
Total Capital
|
|||||||||||||||
|
||||||||||||||||||||||||||
|
Units
|
|
Amounts
|
|
||||||||||||||||||||||
Balance at December 31, 2016
|
12,232
|
|
|
$
|
152,309
|
|
|
$
|
887
|
|
|
$
|
(1,666
|
)
|
|
$
|
151,530
|
|
|
$
|
(3,394
|
)
|
|
$
|
148,136
|
|
Net income
(1)
|
—
|
|
|
16,498
|
|
|
266
|
|
|
—
|
|
|
16,764
|
|
|
—
|
|
|
16,764
|
|
||||||
Distributions to common unitholders and general partner
|
—
|
|
|
(5,503
|
)
|
|
(112
|
)
|
|
—
|
|
|
(5,615
|
)
|
|
—
|
|
|
(5,615
|
)
|
||||||
Non-cash contributions
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
||||||
Comprehensive loss from unconsolidated investment and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
(1,132
|
)
|
|
—
|
|
|
(1,132
|
)
|
||||||
Balance at March 31, 2017
|
12,232
|
|
|
$
|
163,304
|
|
|
$
|
1,111
|
|
|
$
|
(2,798
|
)
|
|
$
|
161,617
|
|
|
$
|
(3,394
|
)
|
|
$
|
158,223
|
|
|
|
|
|
|
(1)
|
Net income includes
$2.5 million
attributable to Preferred Unitholders that accumulated during the period.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
16,764
|
|
|
$
|
23,427
|
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
|
|
|
|
||||
Depreciation, depletion and amortization
|
9,724
|
|
|
9,780
|
|
||
Amortization expense—affiliates
|
768
|
|
|
722
|
|
||
Distributions from equity earnings from unconsolidated investment
|
12,250
|
|
|
12,250
|
|
||
Equity earnings from unconsolidated investment
|
(10,294
|
)
|
|
(9,801
|
)
|
||
Gain on asset sales, net
|
(44
|
)
|
|
(21,925
|
)
|
||
Fair value adjustments for warrant liabilities
|
(16,569
|
)
|
|
—
|
|
||
Debt modification expense
|
7,807
|
|
|
—
|
|
||
Warrant issuance expense
|
5,709
|
|
|
—
|
|
||
Loss from discontinued operations
|
207
|
|
|
2,924
|
|
||
Asset impairments
|
1,778
|
|
|
1,893
|
|
||
Other, net
|
1,090
|
|
|
2,266
|
|
||
Other, net—affiliates
|
887
|
|
|
1,783
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(1,267
|
)
|
|
3,955
|
|
||
Accounts receivable—affiliates
|
(947
|
)
|
|
(1,070
|
)
|
||
Accounts payable
|
986
|
|
|
280
|
|
||
Accounts payable—affiliates
|
256
|
|
|
225
|
|
||
Accrued liabilities
|
(8,080
|
)
|
|
1,274
|
|
||
Accrued liabilities—affiliates
|
—
|
|
|
457
|
|
||
Deferred revenue
|
1,077
|
|
|
(4,063
|
)
|
||
Deferred revenue—affiliates
|
(2,897
|
)
|
|
(985
|
)
|
||
Other items, net
|
1,284
|
|
|
(704
|
)
|
||
Net cash provided by operating activities of continuing operations
|
20,489
|
|
|
22,688
|
|
||
Net cash provided by (used in) operating activities of discontinued operations
|
(284
|
)
|
|
3,972
|
|
||
Net cash provided by operating activities
|
20,205
|
|
|
26,660
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of oil and gas royalty properties
|
(548
|
)
|
|
32,848
|
|
||
Proceeds from sale of coal and aggregates royalty properties
|
139
|
|
|
9,802
|
|
||
Return of long-term contract receivables—affiliate
|
414
|
|
|
309
|
|
||
Proceeds from sale of plant and equipment and other
|
22
|
|
|
3
|
|
||
Acquisition of plant and equipment and other
|
(2,095
|
)
|
|
(1,421
|
)
|
||
Net cash provided by (used in) investing activities of continuing operations
|
(2,068
|
)
|
|
41,541
|
|
||
Net cash provided by (used in) investing activities of discontinued operations
|
29
|
|
|
(2,725
|
)
|
||
Net cash provided by (used in) investing activities
|
(2,039
|
)
|
|
38,816
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of Convertible Preferred Units and Warrants, net
|
242,100
|
|
|
—
|
|
||
Proceeds from issuance of 2022 Senior Notes, net
|
103,688
|
|
|
—
|
|
||
Repayments of loans
|
(251,010
|
)
|
|
(41,166
|
)
|
||
Distributions to common unitholders and general partner
|
(5,615
|
)
|
|
(5,616
|
)
|
||
Contributions to discontinued operations
|
(255
|
)
|
|
—
|
|
||
Debt issue costs and other
|
(34,755
|
)
|
|
(8,032
|
)
|
Net cash provided by (used in) financing activities of continuing operations
|
54,153
|
|
|
(54,814
|
)
|
||
Net cash provided by (used in) financing activities of discontinued operations
|
255
|
|
|
(10,338
|
)
|
||
Net cash provided by (used in) financing activities
|
54,408
|
|
|
(65,152
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
72,574
|
|
|
324
|
|
||
|
|
|
|
||||
Cash and cash equivalents of continuing operations at beginning of period
|
40,371
|
|
|
41,204
|
|
||
Cash and cash equivalents of discontinued operations at beginning of period
|
—
|
|
|
10,569
|
|
||
Cash and cash equivalents at beginning of period
|
40,371
|
|
|
51,773
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
112,945
|
|
|
52,097
|
|
||
Less: cash and cash equivalents of discontinued operations at end of period
|
—
|
|
|
1,478
|
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
112,945
|
|
|
$
|
50,619
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
19,851
|
|
|
$
|
13,181
|
|
Non-cash financing activities:
|
|
|
|
||||
Issuance of 2022 Senior Notes in exchange for 2018 Senior Notes
|
$
|
240,638
|
|
|
$
|
—
|
|
|
|
March 2, 2017
|
||
Transaction price, gross
|
|
$
|
250,000
|
|
Structuring, origination and other fees to Preferred Purchasers
|
|
(7,900
|
)
|
|
Transaction costs to other third parties
|
|
(10,531
|
)
|
|
Transaction price, net
|
|
$
|
231,569
|
|
Allocation of net transaction price
|
|
|
||
Preferred Units, net
|
|
$
|
159,292
|
|
Warrant liabilities
|
|
77,986
|
|
|
Issuance costs allocated to Warrants and expensed
|
|
(5,709
|
)
|
|
Transaction price, net
|
|
$
|
231,569
|
|
|
|
March 31, 2017
|
||
Preferred Units
|
|
$
|
159,292
|
|
Warrant liabilities
|
|
61,417
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Allocation of net income:
|
|
|
|
||||
Net income from continuing operations
|
$
|
16,971
|
|
|
$
|
26,351
|
|
Less: net income from continuing operations attributable to the general partner
|
220
|
|
|
461
|
|
||
Less: income attributable to preferred unitholders
|
2,500
|
|
|
—
|
|
||
Net income from continuing operations attributable to common unitholders
|
$
|
14,251
|
|
|
$
|
25,890
|
|
|
|
|
|
||||
Net loss from discontinued operations
|
$
|
(207
|
)
|
|
$
|
(2,924
|
)
|
Less: net loss from discontinued operations attributable to the general partner
|
(4
|
)
|
|
(58
|
)
|
||
Net loss from discontinued operations attributable to common unitholders
|
$
|
(203
|
)
|
|
$
|
(2,866
|
)
|
|
|
|
|
||||
Net income
|
$
|
16,764
|
|
|
$
|
23,427
|
|
Less: net income attributable to the general partner
|
216
|
|
|
403
|
|
||
Less: income attributable to preferred unitholders
|
2,500
|
|
|
—
|
|
||
Net income attributable to common unitholders
|
$
|
14,048
|
|
|
$
|
23,024
|
|
|
|
|
|
||||
Basic Income (Loss) per Unit:
|
|
|
|
||||
Weighted average common units—basic
|
12,232
|
|
|
12,232
|
|
||
Basic net income from continuing operations per common unit
|
$
|
1.17
|
|
|
$
|
2.12
|
|
Basic net loss from discontinued operations per common unit
|
$
|
(0.02
|
)
|
|
$
|
(0.23
|
)
|
Basic net income per common unit
|
$
|
1.15
|
|
|
$
|
1.88
|
|
|
|
|
|
||||
Diluted Income (Loss) per Unit:
|
|
|
|
||||
Weighted average common units—basic
|
12,232
|
|
|
12,232
|
|
||
Plus: dilutive effect of Warrants
|
322
|
|
|
—
|
|
||
Plus: dilutive effect of Preferred Units
|
2,391
|
|
|
—
|
|
||
Weighted average common units—diluted
|
14,945
|
|
|
12,232
|
|
||
|
|
|
|
||||
Net income from continuing operations attributable to common unitholders
|
$
|
14,251
|
|
|
$
|
25,890
|
|
Less: other income from Warrant liability fair value adjustments
|
16,237
|
|
|
—
|
|
||
Plus: income attributable to preferred unitholders
|
2,500
|
|
|
—
|
|
||
Diluted net income from continuing operations attributable to common unitholders
|
$
|
514
|
|
|
$
|
25,890
|
|
|
|
|
|
||||
Diluted net loss from discontinued operations attributable to common unitholders
|
$
|
(203
|
)
|
|
$
|
(2,866
|
)
|
|
|
|
|
||||
Net income attributable to common unitholders
|
$
|
14,048
|
|
|
$
|
23,024
|
|
Less: other income from Warrant liability fair value adjustments
|
16,237
|
|
|
—
|
|
||
Plus: income attributable to preferred unitholders
|
2,500
|
|
|
—
|
|
||
Diluted net income attributable to common unitholders
|
$
|
311
|
|
|
$
|
23,024
|
|
|
|
|
|
||||
Diluted net income from continuing operations per common unit
|
$
|
0.03
|
|
|
$
|
2.12
|
|
Diluted net loss from discontinued operations per common unit
|
$
|
(0.01
|
)
|
|
$
|
(0.23
|
)
|
Diluted net income per common unit
|
$
|
0.02
|
|
|
$
|
1.88
|
|
|
|
Operating Segments
|
|
|
|
|||||||||||||||
For the Three Months Ended
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
VantaCore
|
|
Corporate and Financing
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues (including affiliates)
|
|
$
|
51,138
|
|
|
$
|
10,294
|
|
|
$
|
27,221
|
|
|
$
|
—
|
|
|
$
|
88,653
|
|
Intersegment revenues (expenses)
|
|
62
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain on asset sales
|
|
29
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
44
|
|
|||||
Operating and maintenance expenses
(including affiliates)
|
|
7,384
|
|
|
—
|
|
|
24,799
|
|
|
—
|
|
|
32,183
|
|
|||||
General and administrative (including affiliates)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,202
|
|
|
7,202
|
|
|||||
Depreciation, depletion and amortization
(including affiliates)
|
|
6,973
|
|
|
—
|
|
|
3,519
|
|
|
—
|
|
|
10,492
|
|
|||||
Asset impairment
|
|
1,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,778
|
|
|||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
395
|
|
|
19,676
|
|
|
20,071
|
|
|||||
Net income (loss) from continuing operations
|
|
35,094
|
|
|
10,294
|
|
|
(1,539
|
)
|
|
(26,878
|
)
|
|
16,971
|
|
|||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues (including affiliates)
|
|
$
|
39,418
|
|
|
$
|
9,801
|
|
|
$
|
24,682
|
|
|
$
|
—
|
|
|
$
|
73,901
|
|
Intersegment revenues (expenses)
|
|
21
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on asset sales
|
|
21,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,925
|
|
|||||
Operating and maintenance expenses
(including affiliates) |
|
8,113
|
|
|
—
|
|
|
22,156
|
|
|
—
|
|
|
30,269
|
|
|||||
General and administrative (including affiliates)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,172
|
|
|
4,172
|
|
|||||
Depreciation, depletion and amortization
(including affiliates)
|
|
6,940
|
|
|
—
|
|
|
3,562
|
|
|
—
|
|
|
10,502
|
|
|||||
Asset impairment
|
|
1,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,893
|
|
|||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,639
|
|
|
22,639
|
|
|||||
Net income (loss) from continuing operations
|
|
44,418
|
|
|
9,801
|
|
|
(1,057
|
)
|
|
(26,811
|
)
|
|
26,351
|
|
|||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,924
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets at March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
956,782
|
|
|
252,803
|
|
|
187,239
|
|
|
111,434
|
|
|
1,508,258
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|||||
Total assets at December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
990,172
|
|
|
255,901
|
|
|
190,615
|
|
|
7,002
|
|
|
1,443,690
|
|
|||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenues and other income:
|
|
|
|
||||
Oil and gas
|
$
|
15
|
|
|
$
|
6,925
|
|
Loss on asset sales
|
(79
|
)
|
|
—
|
|
||
Total revenues and other income
|
(64
|
)
|
|
6,925
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Operating and maintenance expenses (including affiliates)
|
143
|
|
|
4,381
|
|
||
Depreciation, depletion and amortization
|
—
|
|
|
4,241
|
|
||
Asset impairments
|
—
|
|
|
137
|
|
||
Total operating expenses
|
143
|
|
|
8,759
|
|
||
|
|
|
|
||||
Interest expense
|
—
|
|
|
(1,090
|
)
|
||
Loss from discontinued operations
|
$
|
(207
|
)
|
|
$
|
(2,924
|
)
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Accounts receivable, net (including affiliates) (1)
|
$
|
991
|
|
|
$
|
991
|
|
Total current assets
|
991
|
|
|
991
|
|
||
Total assets of discontinued operations
|
$
|
991
|
|
|
$
|
991
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Other (including affiliates) (1)
|
$
|
304
|
|
|
$
|
353
|
|
Total current liabilities
|
304
|
|
|
353
|
|
||
Total liabilities of discontinued operations
|
$
|
304
|
|
|
$
|
353
|
|
|
|
|
|
|
(1)
|
See
Note 12. Related Party Transactions
for additional information on the Partnership's related party assets and liabilities.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
631
|
|
Plant, equipment and mineral rights funded with accounts payable or accrued liabilities
|
—
|
|
|
811
|
|
|
Three Months Ended
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Income allocation to NRP’s equity interests
|
$
|
11,480
|
|
|
$
|
10,996
|
|
Amortization of basis difference
|
(1,186
|
)
|
|
(1,195
|
)
|
||
Equity in earnings of unconsolidated investment
|
$
|
10,294
|
|
|
$
|
9,801
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Current assets
|
$
|
142,218
|
|
|
$
|
134,616
|
|
Non-current assets
|
233,209
|
|
|
235,427
|
|
||
Current liabilities
|
52,452
|
|
|
55,396
|
|
||
Non-current liabilities
|
110,655
|
|
|
98,425
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Plant and equipment at cost
|
$
|
81,199
|
|
|
$
|
79,171
|
|
Construction in process
|
573
|
|
|
557
|
|
||
Less accumulated depreciation
|
(33,193
|
)
|
|
(30,285
|
)
|
||
Total plant and equipment, net
|
$
|
48,579
|
|
|
$
|
49,443
|
|
|
March 31, 2017
|
||||||||||
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
||||||
Coal properties
|
$
|
1,170,700
|
|
|
$
|
(425,378
|
)
|
|
$
|
745,322
|
|
Aggregates properties
|
176,774
|
|
|
(40,093
|
)
|
|
136,681
|
|
|||
Oil and gas royalty properties
|
12,395
|
|
|
(6,506
|
)
|
|
5,889
|
|
|||
Other
|
7,179
|
|
|
—
|
|
|
7,179
|
|
|||
Total
|
$
|
1,367,048
|
|
|
$
|
(471,977
|
)
|
|
$
|
895,071
|
|
|
December 31, 2016
|
||||||||||
|
Carrying Value
|
|
Accumulated Depletion
|
|
Net Book Value
|
||||||
Coal properties
|
$
|
1,170,904
|
|
|
$
|
(420,032
|
)
|
|
$
|
750,872
|
|
Aggregates properties
|
176,774
|
|
|
(39,056
|
)
|
|
137,718
|
|
|||
Oil and gas royalty properties
|
12,395
|
|
|
(6,289
|
)
|
|
6,106
|
|
|||
Other
|
14,946
|
|
|
(1,450
|
)
|
|
13,496
|
|
|||
Total
|
$
|
1,375,019
|
|
|
$
|
(466,827
|
)
|
|
$
|
908,192
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Intangible assets—affiliate
|
$
|
81,109
|
|
|
$
|
81,109
|
|
Less accumulated amortization—affiliate
|
(32,066
|
)
|
|
(31,298
|
)
|
||
Total intangible assets, net—affiliate
|
$
|
49,043
|
|
|
$
|
49,811
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Intangible assets
|
$
|
5,227
|
|
|
$
|
5,227
|
|
Less accumulated amortization
|
(2,162
|
)
|
|
(1,991
|
)
|
||
Total intangible assets, net
|
$
|
3,065
|
|
|
$
|
3,236
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
NRP LP debt:
|
|
|
|
||||
10.500% senior notes, with semi-annual interest payments in March and September, due March 2022, $241 million issued at par and $105 million issued at 98.75%
|
$
|
345,638
|
|
|
$
|
—
|
|
9.125% senior notes, with semi-annual interest payments in April and October, due October 2018, $300 million issued at 99.007% and $125 million issued at 99.5%
|
184,362
|
|
|
425,000
|
|
||
Opco debt:
|
|
|
|
||||
Revolving credit facility, due April 2020
|
—
|
|
|
210,000
|
|
||
Senior notes
|
|
|
|
||||
4.91% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2018
|
9,187
|
|
|
9,187
|
|
||
8.38% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2019
|
42,686
|
|
|
64,029
|
|
||
5.05% with semi-annual interest payments in January and July, with annual principal payments in July, due July 2020
|
30,633
|
|
|
30,633
|
|
||
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023
|
18,825
|
|
|
18,825
|
|
||
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023
|
52,204
|
|
|
52,204
|
|
||
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
104,583
|
|
|
119,524
|
|
||
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
|
31,738
|
|
|
36,272
|
|
||
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
134,035
|
|
|
134,035
|
|
||
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026
|
38,262
|
|
|
38,262
|
|
||
5.31% utility local improvement obligation, with annual principal and interest payments in February, due March 2021
|
769
|
|
|
961
|
|
||
Total debt at face value
|
$
|
992,922
|
|
|
$
|
1,138,932
|
|
Net unamortized debt discount
|
(2,184
|
)
|
|
(1,322
|
)
|
||
Net unamortized debt issuance costs
|
(19,812
|
)
|
|
(11,307
|
)
|
||
Total debt, net
|
$
|
970,926
|
|
|
$
|
1,126,303
|
|
Less: current portion of long-term debt
|
263,502
|
|
|
138,903
|
|
||
Total long-term debt
|
$
|
707,424
|
|
|
$
|
987,400
|
|
•
|
the higher of (i) the prime rate as announced by the agent bank; (ii) the federal funds rate plus
0.50%
; or (iii) LIBOR plus
1%
, in each case plus an applicable margin ranging from
2.50%
to
3.50%
; or
|
•
|
a rate equal to LIBOR plus an applicable margin ranging from
3.50%
to
4.50%
.
|
•
|
a leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed
4.0
x; provided, however, that if NRP increases its quarterly distribution to its common unitholders above
$0.45
per common unit, the maximum leverage ratio under the Opco Credit Facility will permanently decrease from
4.0
x to
3.0
x.
|
•
|
a fixed charge coverage ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated interest expense and consolidated lease expense) of not less than
3.5
to 1.0.
|
•
|
maintain a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the note purchase agreement) of no more than
4.0
to 1.0 for the four most recent quarters;
|
•
|
not permit debt secured by certain liens and debt of subsidiaries to exceed
10%
of consolidated net tangible assets (as defined in the note purchase agreement); and
|
•
|
maintain the ratio of consolidated EBITDDA (as defined in the note purchase agreement) to consolidated fixed charges (consisting of consolidated interest expense and consolidated operating lease expense) at not less than
3.5
to 1.0.
|
•
|
until the earlier of the time that (1) Opco has sold
$300 million
of assets and (2) June 30, 2020, Opco will be required to make prepayment offers to the holders of the Opco Senior Notes using
25%
of the net cash proceeds from certain asset sales; and
|
•
|
after the earlier to occur of the dates above, Opco will be required to make prepayment offers to the holders of the Opco Senior Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Opco Senior Notes then outstanding compared to the other total Opco senior debt outstanding that is being prepaid.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
NRP 2018 Senior Notes (1)
|
$
|
183,518
|
|
|
$
|
187,358
|
|
|
$
|
420,097
|
|
|
$
|
412,250
|
|
NRP 2022 Senior Notes (1)
|
336,669
|
|
|
357,735
|
|
|
—
|
|
|
—
|
|
||||
Opco Senior Notes and utility local improvement obligation (2)
|
459,288
|
|
|
479,124
|
|
|
500,174
|
|
|
488,814
|
|
||||
Opco Revolving Credit Facility (3)
|
—
|
|
|
—
|
|
|
206,032
|
|
|
210,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Contracts receivable—affiliate, current and long-term(2)
|
46,118
|
|
|
32,049
|
|
|
46,742
|
|
|
32,554
|
|
|
|
|
|
|
(1)
|
The Level 1 fair value is based upon quotations obtained for identical instruments on the closing trading prices near period end.
|
(2)
|
The Level 3 fair value is estimated by management using quotations obtained for comparable instruments on the closing trading prices near period end.
|
(3)
|
The Level 3 fair value approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay this debt at any time without penalty.
|
Warrant Valuation Model Key Assumptions
|
|
March 2, 2017
|
|
March 31, 2017
|
||||
Closing price of NRP common units
|
|
$
|
41.95
|
|
|
$
|
36.15
|
|
Risk-free interest rate
|
|
2.38
|
%
|
|
2.28
|
%
|
||
Expected dividend yield
|
|
4.29
|
%
|
|
4.98
|
%
|
||
Expected volatility
|
|
45.00
|
%
|
|
47.50
|
%
|
|
Three Months Ended
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of new Warrants
|
77,986
|
|
|
—
|
|
||
Fair value adjustments for Warrant liabilities
|
(16,569
|
)
|
|
—
|
|
||
Ending balance (1)
|
$
|
61,417
|
|
|
$
|
—
|
|
|
|
|
|
|
(1)
|
During the three months ended March 31, 2017, there were
no
transfers in or out of Level 3 from other levels in the fair value hierarchy.
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
Operating and maintenance expenses—affiliates, net
|
2,135
|
|
|
2,776
|
|
General and administrative—affiliates
|
1,124
|
|
|
937
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
Revenues
|
|
Percent
|
|
Revenues
|
|
Percent
|
||||||
Foresight Energy (1)
|
|
$
|
15,791
|
|
|
17.8
|
%
|
|
$
|
10,078
|
|
|
10.5
|
%
|
|
|
|
|
|
|
Phantom Units
|
|
Outstanding grants at January 1, 2017
|
86
|
|
Grants vested and paid during the period
|
(26
|
)
|
Forfeitures during the period
|
(4
|
)
|
Outstanding grants at March 31, 2017
|
56
|
|
|
|
|
|
|
|
Total Distributions (In thousands)
|
||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution per Common Unit
|
|
Common Units
|
|
GP Interest
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 14, 2017
|
|
October 1 - December 31, 2016
|
|
$
|
0.45
|
|
|
$
|
5,503
|
|
|
$
|
112
|
|
|
$
|
5,615
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 12, 2016
|
|
October 1 - December 31, 2015
|
|
$
|
0.45
|
|
|
$
|
5,503
|
|
|
$
|
113
|
|
|
$
|
5,616
|
|
|
March 31,
2017
|
|
December 31, 2016
|
||||
Deferred revenue
|
$
|
46,008
|
|
|
$
|
44,931
|
|
Deferred revenue—affiliate
|
68,735
|
|
|
71,632
|
|
||
Total deferred revenue (including affiliate)
|
$
|
114,743
|
|
|
$
|
116,563
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Coal royalty and other
|
$
|
758
|
|
|
$
|
6,094
|
|
Coal royalty and other—affiliates
|
4,438
|
|
|
870
|
|
||
Total coal royalty and other (including affiliates)
|
$
|
5,196
|
|
|
$
|
6,964
|
|
•
|
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, construction aggregates and other natural resources;
|
•
|
estimated revenues, expenses and results of operations;
|
•
|
the amount, nature and timing of capital expenditures;
|
•
|
projected production levels by our lessees and VantaCore Partners LLC ("VantaCore")
|
•
|
Ciner Wyoming LLC’s ("Ciner Wyoming") trona mining and soda ash refinery operations;
|
•
|
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.
|
Revenues and other income
|
$
|
88,697
|
|
Net income from continuing operations
|
$
|
16,971
|
|
Adjusted EBITDA (1)
|
$
|
51,285
|
|
|
|
||
Operating cash flow provided by continuing operations
|
$
|
20,489
|
|
Investing cash flow used in continuing operations
|
$
|
(2,068
|
)
|
Financing cash flow provided by continuing operations
|
$
|
54,153
|
|
Distributable Cash Flow ("DCF") (1)
|
$
|
18,547
|
|
|
|
|
|
|
(1)
|
See "—Results of Operations" below for additional information regarding non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.
|
•
|
the issuance of $250 million of a new class of 12.0% preferred units representing limited partner interests in NRP, together with warrants to purchase common units, to certain entities controlled by funds affiliated with The Blackstone Group, L.P. (collectively referred to as "Blackstone") and certain affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree");
|
•
|
the exchange of $241 million of our 9.125% Senior Notes due 2018 (the "2018 Senior Notes") for $241 million of a new series of 10.500% Senior Notes due 2022 (the "2022 Senior Notes"), and the sale of $105 million of additional 2022 Notes in exchange for cash proceeds; and
|
•
|
the extension of Opco’s revolving credit facility (the "Opco Credit Facility") to April 2020, with commitments thereunder reduced to $180 million.
|
Revenues and other income
|
$
|
51,167
|
|
Net income from continuing operations
|
$
|
35,094
|
|
Adjusted EBITDA (1)
|
$
|
43,845
|
|
|
|
||
Operating cash flow provided by continuing operations
|
$
|
37,932
|
|
Investing cash flow provided by continuing operations
|
$
|
6
|
|
Financing cash flow provided by continuing operations
|
$
|
16
|
|
DCF (1)
|
$
|
37,937
|
|
|
|
|
|
|
(1)
|
See "—Results of Operations" below for additional information regarding non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.
|
Revenues and other income
|
$
|
10,294
|
|
Net income from continuing operations
|
$
|
10,294
|
|
Adjusted EBITDA (1)
|
$
|
12,250
|
|
|
|
||
Operating cash flow provided by continuing operations
|
$
|
12,250
|
|
DCF (1)
|
$
|
12,250
|
|
|
|
|
|
|
(1)
|
See "—Results of Operations" below for additional information regarding non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.
|
Revenues and other income
|
$
|
27,236
|
|
Net income from continuing operations
|
$
|
(1,539
|
)
|
Adjusted EBITDA (1)
|
$
|
2,375
|
|
|
|
||
Operating cash flow provided by continuing operations
|
$
|
4,046
|
|
Investing cash flow used in continuing operations
|
$
|
(2,074
|
)
|
Financing cash flow used in continuing operations
|
$
|
(96
|
)
|
DCF (1)
|
$
|
2,099
|
|
|
|
|
|
|
(1)
|
See "—Results of Operations" below for additional information regarding non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.
|
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
VantaCore
|
|
Total
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues and other income
|
|
$
|
51,167
|
|
|
$
|
10,294
|
|
|
$
|
27,236
|
|
|
$
|
88,697
|
|
Percentage of total
|
|
57
|
%
|
|
12
|
%
|
|
31
|
%
|
|
|
|||||
March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues and other income
|
|
$
|
61,343
|
|
|
$
|
9,801
|
|
|
$
|
24,682
|
|
|
$
|
95,826
|
|
Percentage of total
|
|
64
|
%
|
|
10
|
%
|
|
26
|
%
|
|
|
|
For the Three Months Ended March 31,
|
|
Increase
(Decrease)
|
|
Percentage
Change
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
|
(In thousands, except percent and per ton data)
(Unaudited)
|
|||||||||||||
Coal production (tons)
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
1,206
|
|
|
1,431
|
|
|
(225
|
)
|
|
(16
|
)%
|
|||
Central
|
3,699
|
|
|
3,227
|
|
|
472
|
|
|
15
|
%
|
|||
Southern
|
562
|
|
|
745
|
|
|
(183
|
)
|
|
(25
|
)%
|
|||
Total Appalachia
|
5,467
|
|
|
5,403
|
|
|
64
|
|
|
1
|
%
|
|||
Illinois Basin
|
2,017
|
|
|
1,727
|
|
|
290
|
|
|
17
|
%
|
|||
Northern Powder River Basin
|
950
|
|
|
974
|
|
|
(24
|
)
|
|
(2
|
)%
|
|||
Total coal production
|
8,434
|
|
|
8,104
|
|
|
330
|
|
|
4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenue per ton
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
0.50
|
|
|
$
|
0.82
|
|
|
$
|
(0.32
|
)
|
|
(39
|
)%
|
Central
|
5.46
|
|
|
3.25
|
|
|
2.21
|
|
|
68
|
%
|
|||
Southern
|
6.46
|
|
|
2.96
|
|
|
3.50
|
|
|
118
|
%
|
|||
Illinois Basin
|
3.30
|
|
|
3.29
|
|
|
0.01
|
|
|
—
|
%
|
|||
Northern Powder River Basin
|
2.63
|
|
|
2.72
|
|
|
(0.09
|
)
|
|
(3
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal royalty revenues
|
|
|
|
|
|
|
|
|||||||
Appalachia
|
|
|
|
|
|
|
|
|||||||
Northern
|
$
|
607
|
|
|
$
|
1,172
|
|
|
$
|
(565
|
)
|
|
(48
|
)%
|
Central
|
20,184
|
|
|
10,473
|
|
|
9,711
|
|
|
93
|
%
|
|||
Southern
|
3,632
|
|
|
2,202
|
|
|
1,430
|
|
|
65
|
%
|
|||
Total Appalachia
|
24,423
|
|
|
13,847
|
|
|
10,576
|
|
|
76
|
%
|
|||
Illinois Basin
|
6,646
|
|
|
5,686
|
|
|
960
|
|
|
17
|
%
|
|||
Northern Powder River Basin
|
2,498
|
|
|
2,652
|
|
|
(154
|
)
|
|
(6
|
)%
|
|||
Total coal royalty revenue
|
$
|
33,567
|
|
|
$
|
22,185
|
|
|
$
|
11,382
|
|
|
51
|
%
|
|
|
|
|
|
|
|
|
|||||||
Other revenues
|
|
|
|
|
|
|
|
|||||||
Minimums recognized as revenue
|
$
|
5,196
|
|
|
$
|
6,964
|
|
|
$
|
(1,768
|
)
|
|
(25
|
)%
|
Transportation and processing fees
|
4,639
|
|
|
4,234
|
|
|
405
|
|
|
10
|
%
|
|||
Property tax revenue
|
2,698
|
|
|
3,305
|
|
|
(607
|
)
|
|
(18
|
)%
|
|||
Wheelage
|
1,267
|
|
|
413
|
|
|
854
|
|
|
207
|
%
|
|||
Coal override revenue
|
824
|
|
|
210
|
|
|
614
|
|
|
292
|
%
|
|||
Hard mineral royalty revenues
|
1,244
|
|
|
890
|
|
|
354
|
|
|
40
|
%
|
|||
Oil and gas royalty revenues
|
1,491
|
|
|
373
|
|
|
1,118
|
|
|
300
|
%
|
|||
Other
|
212
|
|
|
844
|
|
|
(632
|
)
|
|
(75
|
)%
|
|||
Total other revenues
|
$
|
17,571
|
|
|
$
|
17,233
|
|
|
$
|
338
|
|
|
2
|
%
|
Coal royalty and other income
|
51,138
|
|
|
39,418
|
|
|
11,720
|
|
|
30
|
%
|
|||
Gain on coal royalty and other segment asset sales
|
29
|
|
|
21,925
|
|
|
(21,896
|
)
|
|
(100
|
)%
|
|||
Total coal royalty and other segment revenues and other income
|
$
|
51,167
|
|
|
$
|
61,343
|
|
|
$
|
(10,176
|
)
|
|
(17
|
)%
|
|
|
Operating Segments
|
|
|
|
|||||||||||||||
For the Three Months Ended
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
VantaCore
|
|
Corporate and Financing
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
|
$
|
35,094
|
|
|
$
|
10,294
|
|
|
$
|
(1,539
|
)
|
|
$
|
(26,878
|
)
|
|
$
|
16,971
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(10,294
|
)
|
|
—
|
|
|
—
|
|
|
(10,294
|
)
|
|||||
Less: fair value adjustments for warrant liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,569
|
)
|
|
(16,569
|
)
|
|||||
Add: distributions from unconsolidated investment
|
|
—
|
|
|
12,250
|
|
|
—
|
|
|
—
|
|
|
12,250
|
|
|||||
Add: interest expense
|
|
—
|
|
|
—
|
|
|
395
|
|
|
22,746
|
|
|
23,141
|
|
|||||
Add: debt modification expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,807
|
|
|
7,807
|
|
|||||
Add: warrant issuance expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,709
|
|
|
5,709
|
|
|||||
Add: depreciation, depletion and amortization
|
|
6,973
|
|
|
—
|
|
|
3,519
|
|
|
—
|
|
|
10,492
|
|
|||||
Add: asset impairments
|
|
1,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,778
|
|
|||||
Adjusted EBITDA
|
|
$
|
43,845
|
|
|
$
|
12,250
|
|
|
$
|
2,375
|
|
|
$
|
(7,185
|
)
|
|
$
|
51,285
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
|
$
|
44,418
|
|
|
$
|
9,801
|
|
|
$
|
(1,057
|
)
|
|
$
|
(26,811
|
)
|
|
$
|
26,351
|
|
Less: equity earnings from unconsolidated investment
|
|
—
|
|
|
(9,801
|
)
|
|
—
|
|
|
—
|
|
|
(9,801
|
)
|
|||||
Add: distributions from unconsolidated investment
|
|
—
|
|
|
12,250
|
|
|
—
|
|
|
—
|
|
|
12,250
|
|
|||||
Add: interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,658
|
|
|
22,658
|
|
|||||
Add: depreciation, depletion and amortization
|
|
6,940
|
|
|
—
|
|
|
3,562
|
|
|
—
|
|
|
10,502
|
|
|||||
Add: asset impairments
|
|
1,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,893
|
|
|||||
Adjusted EBITDA
|
|
$
|
53,251
|
|
|
$
|
12,250
|
|
|
$
|
2,505
|
|
|
$
|
(4,153
|
)
|
|
$
|
63,853
|
|
|
|
Operating Segments
|
|
|
|
|
||||||||||||||
For the Three Months Ended
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
VantaCore
|
|
Corporate and Financing
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
37,932
|
|
|
$
|
12,250
|
|
|
$
|
4,046
|
|
|
$
|
(33,739
|
)
|
|
$
|
20,489
|
|
Net cash provided by (used in) investing activities of continuing operations
|
|
6
|
|
|
—
|
|
|
(2,074
|
)
|
|
—
|
|
|
(2,068
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
|
16
|
|
|
—
|
|
|
(96
|
)
|
|
54,233
|
|
|
54,153
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
21,561
|
|
|
$
|
12,250
|
|
|
$
|
6,113
|
|
|
$
|
(17,236
|
)
|
|
$
|
22,688
|
|
Net cash provided by (used in) investing activities of continuing operations
|
|
42,959
|
|
|
—
|
|
|
(1,418
|
)
|
|
—
|
|
|
41,541
|
|
|||||
Net cash used in financing activities of continuing operations
|
|
—
|
|
|
(7,232
|
)
|
|
(800
|
)
|
|
(46,782
|
)
|
|
(54,814
|
)
|
|
|
Operating Segments
|
|
|
|
|||||||||||||||
For the Three Months Ended
|
|
Coal Royalty and Other
|
|
Soda Ash
|
|
VantaCore
|
|
Corporate and Financing
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
37,932
|
|
|
$
|
12,250
|
|
|
$
|
4,046
|
|
|
$
|
(33,739
|
)
|
|
$
|
20,489
|
|
Add: proceeds from sale of PP&E
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Add: proceeds from sale of mineral rights
|
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|||||
Add: return on long-term contract receivables—affiliate
|
|
414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414
|
|
|||||
Less: maintenance capital expenditures
|
|
—
|
|
|
—
|
|
|
(1,969
|
)
|
|
—
|
|
|
(1,969
|
)
|
|||||
Distributable Cash Flow
|
|
$
|
37,937
|
|
|
$
|
12,250
|
|
|
$
|
2,099
|
|
|
$
|
(33,739
|
)
|
|
$
|
18,547
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
21,561
|
|
|
$
|
12,250
|
|
|
$
|
6,113
|
|
|
$
|
(17,236
|
)
|
|
$
|
22,688
|
|
Add: proceeds from sale of PP&E
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Add: proceeds from sale of mineral rights
|
|
42,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,650
|
|
|||||
Add: return on long-term contract receivables—affiliate
|
|
309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
309
|
|
|||||
Less: maintenance capital expenditures
|
|
—
|
|
|
—
|
|
|
(1,250
|
)
|
|
—
|
|
|
(1,250
|
)
|
|||||
Distributable Cash Flow
|
|
$
|
64,520
|
|
|
$
|
12,250
|
|
|
$
|
4,866
|
|
|
$
|
(17,236
|
)
|
|
$
|
64,400
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current portion of long-term debt, net
|
$
|
263,502
|
|
|
$
|
138,903
|
|
Long-term debt and debt—affiliate, net
|
707,424
|
|
|
987,400
|
|
||
Total debt and debt—affiliate, net
|
$
|
970,926
|
|
|
$
|
1,126,303
|
|
Exhibit
Number
|
|
Description
|
2.1
|
|
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).
|
2.2
|
|
Purchase and Sale Agreement dated as of June 13, 2016 by and between NRP Oil and Gas LLC and Lime Rock Resources IV-A, L.P.
|
3.1
|
|
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).
|
3.2
|
|
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).
|
3.3
|
|
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).
|
3.4
|
|
Amended and Restated Limited Liability Company Agreement of NRP (Operating) LLC, dated as of October 17, 2002 (incorporated by reference to Exhibit 3.4 of Annual Report on Form 10-K for the year ended December 31, 2002).
|
3.5
|
|
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).
|
4.1
|
|
Indenture, dated September 18, 2013, by and among Natural Resource Partners L.P. and NRP Finance Corporation, as issuers, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on September 19, 2013).
|
4.2
|
|
Form of 9.125% Senior Notes due 2018 (contained in Exhibit 1 to Exhibit 4.1).
|
4.3
|
|
Indenture, dated March 2, 2017, 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 4.3 to Current Report on Form 8-K filed on March 6, 2017).
|
4.4
|
|
Form of 10.500% Senior Notes due 2018 (contained in Exhibit 1 to Exhibit 4.3).
|
4.5
|
|
Registration Rights Agreement dated as of March 2, 2017, by and among Natural Resource Partners L.P., NRP Finance Corporation, and the Initial Notes Purchasers named therein (incorporated by reference to Exhibit 4.5 to Current Report on Form 8-K filed on March 6, 2017).
|
4.6
|
|
Registration Rights Agreement dated as of March 2, 2017, by and among Natural Resource Partners L.P. and the Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on March 6, 2017).
|
4.7
|
|
Form of Warrant to Purchase Common Units (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on March 6, 2017).
|
10.1
|
|
Second Amendment, dated as of March 2, 2017, to Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A. as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc. and Wells Fargo Securities LLC as Joint Lead Arrangers and Joint Bookrunners, and Citibank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on March 6, 2017).
|
10.2
|
|
Preferred Unit and Warrant Purchase Agreement, dated as of February 22, 2017, by and among Natural Resource Partners L.P. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 6, 2017).
|
10.3
|
|
Exchange and Purchase Agreement, dated as of February 22, 2017, by and among Natural Resource Partners L.P., NRP Finance Corporation and the Consenting Holders named therein (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on March 6, 2017).
|
10.4
|
|
Board Representation and Observation Rights Agreement dated as of March 2, 2017, by and among Natural Resource Partners L.P., Robertson Coal Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP, BTO Carbon Holdings L.P. and the GoldenTree Purchasers named therein (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 6, 2017).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL RESOURCE PARTNERS L.P.
|
||
|
By:
|
|
NRP (GP) LP, its general partner
|
|
By:
|
|
GP NATURAL RESOURCE
|
|
|
|
PARTNERS LLC, its general partner
|
|
|
|
|
Date: May 10, 2017
|
|
|
|
|
By:
|
|
/
s
/ CORBIN J. ROBERTSON, JR.
|
|
|
|
Corbin J. Robertson, Jr.
|
|
|
|
Chairman of the Board and
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date: May 10, 2017
|
|
|
|
|
By:
|
|
/
s
/ CRAIG W. NUNEZ
|
|
|
|
Craig W. Nunez
|
|
|
|
Chief Financial Officer and
|
|
|
|
Treasurer
|
|
|
|
(Principal Financial Officer)
|
Date: May 10, 2017
|
|
|
|
|
By:
|
|
/
s
/ CHRISTOPHER J. ZOLAS
|
|
|
|
Christopher J. Zolas
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
1 Year Natural Resource Partners Chart |
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