8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 5, 2024

NATURAL RESOURCE PARTNERS LP

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31465	35-2164875
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1415 Louisiana Street, Suite 3325
	Houston, Texas 77002
	(Address of principal executive office) (Zip Code)
	(713) 751-7507
	(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 ☐

Item 2.02. Results of Operations and Financial Condition

In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibit referenced therein are being furnished pursuant to Item 2.02 of Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

On November 5, 2024, Natural Resource Partners L.P. announced via press release its earnings and operating results for the third quarter of 2024. A copy of NRP’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits.
99.1	Natural Resource Partners L.P. press release dated as of November 5, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATURAL RESOURCE PARTNERS L.P.
	(Registrant)
	By:	NRP (GP) LP
		its General Partner
	By:	GP Natural Resource Partners LLC
		its General Partner
Date: November 5, 2024		/s/ Philip T. Warman
		Philip T. Warman
		General Counsel

EX-99.1

Exhibit 99.1

Natural Resource Partners L.P.

1415 Louisiana St., Suite 3325, Houston, TX 77002

NEWS RELEASE

Natural Resource Partners L.P. Reports Third Quarter 2024 Results and Declares Third Quarter 2024 Distribution of $0.75 per Common Unit

HOUSTON, November 5, 2024 - Natural Resource Partners L.P. (NYSE:NRP) today reported third quarter 2024 results as follows:

	For the Three Months Ended		Last Twelve Months Ended
(In thousands) (Unaudited)	September 30, 2024
Net income	$	38,595	$	205,852
Operating cash flow		54,145		260,059
Free cash flow (1)		54,818		262,671

⁽¹⁾ See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.

Highlights:

• Generated $54.8 million of free cash flow in the third quarter of 2024

• Redeemed $31.7 million of preferred units at par with cash; Zero of original $250 million preferred units remain outstanding

• Executed five-year $200 million credit facility in October, maturing 2029 

• Paid second quarter 2024 common unit distribution of $0.75 per unit

• Declares third quarter 2024 common unit distribution of $0.75 per unit

"NRP generated $55 million of free cash flow in the third quarter of 2024 and $263 million of free cash flow over the last twelve months," said Craig Nunez, NRP's president and chief operating officer. "While pricing for coal and soda ash remain weak, we continue to make progress toward our goal of paying off all financial obligations. In the third quarter we paid off all outstanding preferreds, leaving just under $200 million of debt remaining to reach our goal.”

Mr. Nunez continued, “While we believe relatively weak coal and soda ash prices will persist for at least the next year, we expect the partnership to continue generating sufficient cash to achieve our deleveraging goals. We remain steadfast in our belief this is the best strategy to maximize the intrinsic value of the partnership and we look forward to the day common unitholders will have no competing stakeholder claims on free cash flow generated by the partnership.”

NRP announced today that the board of directors of its general partner declared a third quarter 2024 cash distribution of $0.75 per common unit to be paid on November 26, 2024, to unitholders of record on November 19, 2024. The board of directors considers numerous factors each quarter in determining cash distributions including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability, and the level of cash reserves that the board determines is necessary for future operating and capital needs.

1

Segment Performance

Mineral Rights

Mineral Rights net income for the third quarter of 2024 decreased $20.4 million as compared to the prior year period. Mineral Rights operating cash flow and free cash flow each decreased $7.3 million as compared to the prior year period. These decreases were primarily due to lower metallurgical coal sales prices as well as lower thermal coal sales prices and volumes as compared to the prior year period. Approximately 75% of coal royalty revenues and approximately 55% of coal royalty sales volumes were derived from metallurgical coal in the third quarter of 2024.

Metallurgical coal prices continued to decline in the third quarter of 2024 primarily driven by muted steel demand resulting from sluggish construction activity in China and Europe as well as weak manufacturing demand globally. NRP expects pricing to remain relatively soft for both metallurgical and thermal coal as muted global steel demand impacts metallurgical coal and mild weather, low natural gas prices, and high inventory levels impact thermal coal. However, continued price support above historical norms is expected due to limited access to capital for operators, qualified labor shortages, and input cost inflation.

NRP continues to explore carbon neutral revenue opportunities across its ownership footprint. While the timing and likelihood of additional cash flows from these activities is uncertain, NRP believes its large ownership throughout the United States provides additional opportunities to create value in this regard with minimal capital investment by NRP. NRP's carbon neutral revenue opportunities include the sequestration of carbon dioxide underground and in standing forests, lithium production, and the generation of electricity using geothermal, solar, and wind energy.

Soda Ash

Soda Ash net income in the third quarter of 2024 decreased $4.3 million as compared to the prior year period primarily due to significantly lower sales prices driven by increased global production capacity, primarily from China, and weaker demand for flat glass due to a slowdown in global construction activity and weakness in demand for automobiles. Operating cash flow and free cash flow in the third quarter of 2024 decreased $16.7 million as compared to the prior year period due to a lower cash distribution received from Sisecam Wyoming in the third quarter of 2024. 

NRP believes it will take several years for the world to absorb the additional soda ash supply recently introduced into the market and allow prices to rise back to historically normal equilibrium levels. The timing of this absorption will be highly dependent on China, which currently produces and consumes roughly 50% of global soda ash. 

Corporate and Financing

Corporate and Financing net income decreased $0.6 million in the third quarter of 2024 as compared to the prior year period. Operating cash flow and free cash flow each decreased $0.8 million in the third quarter of 2024 as compared to the prior year period. These decreases were primarily due to higher interest expense and cash paid for interest as a result of increased borrowings on the credit facility in 2024 used to permanently retire the preferred units and warrants. 

NRP redeemed the remainder of the outstanding $31.7 million of preferred units during the third quarter of 2024. NRP has now retired all $250 million of its originally issued preferred units. 

In October 2024, NRP amended its $200 million credit facility and extended its maturity two years, now due October 2029. This amendment and extension provide greater flexibility and security for the partnership in the coming years.

Regarding distributions, in August 2024, NRP declared and paid a second quarter 2024 cash distribution of $0.75 per common unit and a $0.95 million cash distribution on its preferred units. Today, NRP declared a third quarter 2024 cash distribution of $0.75 per common unit.  

NRP's available liquidity was $76.2 million at September 30, 2024, consisting of $30.9 million of cash and $45.3 million of borrowing capacity available under its revolving credit facility. 

NRP's consolidated leverage ratio was 0.8x at September 30, 2024. 

Conference Call

A conference call will be held today at 9:00 a.m. ET. To register for the conference call, please use this link: https://registrations.events/direct/Q4I154484. After registering a confirmation will be sent via email, including dial in details and unique conference call codes for entry. Registration is open through the live call, however, to ensure you are connected for the full conference call we suggest registering at minimum 10 minutes prior to the start of the call. Investors may also listen to the call via the Investor Relations section of the NRP website at www.nrplp.com. To access the replay, please visit the Investor Relations section of NRP’s website.

Withholding Information for Foreign Investors

Concurrent with this announcement, we are providing qualified notice to brokers and nominees that hold NRP units on behalf of non-U.S. investors under Treasury Regulation Section 1.1446-4(b) and (d) and Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). Brokers and nominees should treat one hundred percent (100%) of NRP's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. In addition, brokers and nominees should treat one hundred percent (100%) of the distribution as being in excess of cumulative net income for purposes of determining the amount to withhold. Accordingly, NRP's distributions to non-U.S. investors are subject to federal income tax withholding at a rate equal to the sum of the highest applicable rate plus ten percent (10%).

Company Profile

Natural Resource Partners L.P., a master limited partnership headquartered in Houston, TX, is a diversified natural resource company that owns, manages and leases a diversified portfolio of properties in the United States including coal, industrial minerals and other natural resources, as well as rights to conduct carbon sequestration and renewable energy activities. NRP also owns an equity investment in Sisecam Wyoming LLC, one of the world’s lowest-cost producers of soda ash.

For additional information, please contact Tiffany Sammis at 713-751-7515 or tsammis@nrplp.com. Further information about NRP is available on the partnership’s website at http://www.nrplp.com.

2

Forward-Looking Statements

This press release includes “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These risks include, among other things, statements regarding: future distributions on the Partnership’s common and preferred units; the Partnership's business strategy; its liquidity and access to capital and financing sources; its financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected future performance by the Partnership's lessees; Sisecam Wyoming LLC’s trona mining and soda ash refinery operations; distributions from the soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving the Partnership, and of scheduled or potential regulatory or legal changes; global and U.S. economic conditions; and other factors detailed in Natural Resource Partners’ Securities and Exchange Commission filings. Natural Resource Partners L.P. has no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

"Adjusted EBITDA" is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income or loss, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. 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.

“Distributable cash flow” or "DCF" is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities 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. 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, distributable cash flow 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. Distributable cash flow 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” or "FCF" is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures and cash flow used in acquisition costs classified as investing or financing activities. FCF is calculated before mandatory debt repayments. Free cash flow 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. Free cash flow may not be calculated the same for us as for other companies. Free cash flow 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.

"Leverage ratio" represents the outstanding principal of NRP's debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. NRP believes that leverage ratio is a useful measure to management and investors to evaluate and monitor the indebtedness of NRP relative to its ability to generate income to service such debt and in understanding trends in NRP’s overall financial condition. Leverage ratio may not be calculated the same for NRP as for other companies and is not a substitute for, and should not be used in conjunction with, GAAP financial ratios. 

-Financial Tables and Reconciliation of Non-GAAP Measures Follow-

3

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Consolidated Statements of Comprehensive Income 

	For the Three Months Ended									For the Nine Months Ended
	September 30,						June 30,			September 30,
(In thousands, except per unit data)	2024			2023			2024			2024			2023
Revenues and other income
Royalty and other mineral rights	$	50,405		$	68,533		$	54,591		$	172,368		$	205,811
Transportation and processing services		1,812			4,579			2,661			7,900			11,447
Equity in earnings of Sisecam Wyoming		8,109			12,401			3,645			17,204			58,633
Gain on asset sales and disposals		1			854			4,643			4,809			955
Total revenues and other income	$	60,327		$	86,367		$	65,540		$	202,281		$	276,846
Operating expenses
Operating and maintenance expenses	$	6,786		$	8,358		$	5,872		$	18,391		$	23,451
Depreciation, depletion and amortization		4,730			4,594			3,324			12,708			12,469
General and administrative expenses		5,935			5,669			5,931			18,193			17,157
Asset impairments		87			63			—			87			132
Total operating expenses	$	17,538		$	18,684		$	15,127		$	49,379		$	53,209
Income from operations	$	42,789		$	67,683		$	50,413		$	152,902		$	223,637
Interest expense, net	$	(4,194	)	$	(3,837	)	$	(4,349	)	$	(12,030	)	$	(10,182	)
Net income	$	38,595		$	63,846		$	46,064		$	140,872		$	213,455
Less: income attributable to preferred unitholders		(655	)		(2,936	)		(1,443	)		(4,248	)		(14,568	)
Less: redemption of preferred units		(10,819	)		(17,083	)		(13,666	)		(24,485	)		(60,929	)
Net income attributable to common unitholders and the general partner	$	27,121		$	43,827		$	30,955		$	112,139		$	137,958
Net income attributable to common unitholders	$	26,578		$	42,951		$	30,336		$	109,896		$	135,199
Net income attributable to the general partner		543			876			619			2,243			2,759
Net income per common unit
Basic	$	2.04		$	3.40		$	2.33		$	8.47		$	10.72
Diluted		2.00			2.91			2.29			8.21			8.88
Net income	$	38,595		$	63,846		$	46,064		$	140,872		$	213,455
Comprehensive income (loss) from unconsolidated investment and other		82			2,200			1,239			2,166			(16,472	)
Comprehensive income	$	38,677		$	66,046		$	47,303		$	143,038		$	196,983

4

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Consolidated Statements of Cash Flows

	For the Three Months Ended									For the Nine Months Ended
	September 30,						June 30,			September 30,
(In thousands)	2024			2023			2024			2024			2023
Cash flows from operating activities
Net income	$	38,595		$	63,846		$	46,064		$	140,872		$	213,455
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		4,730			4,594			3,324			12,708			12,469
Distributions from unconsolidated investment		6,320			23,010			7,584			28,114			66,140
Equity earnings from unconsolidated investment		(8,109	)		(12,401	)		(3,645	)		(17,204	)		(58,633	)
Gain on asset sales and disposals		(1	)		(854	)		(4,643	)		(4,809	)		(955	)
Asset impairments		87			63			—			87			132
Bad debt expense		1,058			1,621			293			538			813
Unit-based compensation expense		3,002			2,766			2,912			8,878			7,903
Amortization of debt issuance costs and other		(1,655	)		477			(199	)		(2,603	)		1,043
Change in operating assets and liabilities:
Accounts receivable		(6,640	)		(2,610	)		2,918			5,711			4,090
Accounts payable		49			(381	)		(580	)		98			(850	)
Accrued liabilities		392			498			1,916			(5,917	)		(6,288	)
Accrued interest		457			599			(677	)		192			235
Deferred revenue		14,854			(2,163	)		899			16,781			(4,963	)
Other items, net		1,006			(123	)		463			(1,173	)		(1,399	)
Net cash provided by operating activities	$	54,145		$	78,942		$	56,629		$	182,273		$	233,192
Cash flows from investing activities
Proceeds from asset sales and disposals	$	1		$	855		$	4,643		$	4,809		$	961
Return of long-term contract receivable		673			622			659			1,979			1,830
Capital expenditures		—			—			—			—			(10	)
Net cash provided by investing activities	$	674		$	1,477		$	5,302		$	6,788		$	2,781
Cash flows from financing activities
Debt borrowings	$	23,000		$	50,000		$	40,493		$	152,850		$	215,034
Debt repayments		(36,000	)		(25,000	)		(19,000	)		(110,696	)		(176,061	)
Distributions to common unitholders and the general partner		(9,986	)		(9,669	)		(9,987	)		(62,159	)		(60,238	)
Distributions to preferred unitholders		(1,605	)		(4,437	)		(2,643	)		(6,398	)		(19,919	)
Redemption of preferred units		(31,666	)		(50,001	)		(40,000	)		(71,666	)		(178,334	)
Warrant settlements		—			(33,608	)		(10,000	)		(65,689	)		(33,608	)
Other items, net		(2	)		(23	)		556			(6,392	)		(3,527	)
Net cash used in financing activities	$	(56,259	)	$	(72,738	)	$	(40,581	)	$	(170,150	)	$	(256,653	)
Net increase (decrease) in cash and cash equivalents	$	(1,440	)	$	7,681		$	21,350		$	18,911		$	(20,680	)
Cash and cash equivalents at beginning of period		32,340			10,730			10,990			11,989			39,091
Cash and cash equivalents at end of period	$	30,900		$	18,411		$	32,340		$	30,900		$	18,411
Supplemental cash flow information:
Cash paid for interest	$	3,800		$	3,050		$	4,823		$	11,466		$	9,484

5

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Consolidated Balance Sheets

	September 30,			December 31,
	2024			2023
(In thousands, except unit data)	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	30,900		$	11,989
Accounts receivable, net		36,886			41,086
Other current assets, net		1,483			2,218
Total current assets	$	69,269		$	55,293
Land		24,008			24,008
Mineral rights, net		382,274			394,483
Intangible assets, net		13,109			13,682
Equity in unconsolidated investment		267,806			276,549
Long-term contract receivable, net		24,212			26,321
Other long-term assets, net		9,187			7,540
Total assets	$	789,865		$	797,876
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable	$	984		$	885
Accrued liabilities		7,912			12,987
Accrued interest		775			584
Current portion of deferred revenue		5,823			4,599
Current portion of long-term debt, net		14,226			30,785
Total current liabilities	$	29,720		$	49,840
Deferred revenue		53,912			38,356
Long-term debt, net		183,137			124,273
Other non-current liabilities		5,903			7,172
Total liabilities	$	272,672		$	219,641
Commitments and contingencies
Class A Convertible Preferred Units (71,666 issued and outstanding at December 31, 2023 at $1,000 par value per unit)	$	—		$	47,181
Partners’ capital
Common unitholders’ interest (13,049,123 and 12,634,642 units issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	$	509,258		$	503,076
General partner’s interest		8,891			8,005
Warrant holders’ interest		—			23,095
Accumulated other comprehensive loss		(956	)		(3,122	)
Total partners’ capital	$	517,193		$	531,054
Total liabilities and partners' capital	$	789,865		$	797,876

6

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Consolidated Statements of Partners' Capital

												Accumulated
												Other			Total
	Common Unitholders					General			Warrant			Comprehensive			Partners'
(In thousands)	Units		Amounts			Partner			Holders			Loss			Capital
Balance at December 31, 2023		12,635	$	503,076		$	8,005		$	23,095		$	(3,122	)	$	531,054
Net income (1)		—		55,089			1,124			—			—			56,213
Distributions to common unitholders and the general partner		—		(41,342	)		(844	)		—			—			(42,186	)
Distributions to preferred unitholders		—		(2,107	)		(43	)		—			—			(2,150	)
Issuance of unit-based awards		126		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		(3,971	)		—			—			—			(3,971	)
Capital contribution		—		—			227			—			—			227
Warrant settlements		199		(36,650	)		(748	)		(18,291	)		—			(55,689	)
Comprehensive income from unconsolidated investment and other		—		—			—			—			845			845
Balance at March 31, 2024		12,960	$	474,095		$	7,721		$	4,804		$	(2,277	)	$	484,343
Net income (2)		—		45,142			922			—			—			46,064
Redemption of preferred units		—		(13,393	)		(273	)		—			—			(13,666	)
Distributions to common unitholders and the general partner		—		(9,787	)		(200	)		—			—			(9,987	)
Distributions to preferred unitholders		—		(2,590	)		(53	)		—			—			(2,643	)
Unit-based awards amortization and vesting		—		2,502			—			—			—			2,502
Capital contribution		—		—			555			—			—			555
Warrant settlements		89		(5,092	)		(104	)		(4,804	)		—			(10,000	)
Comprehensive income from unconsolidated investment and other		—		—			—			—			1,239			1,239
Balance at June 30, 2024		13,049	$	490,877		$	8,568		$	—		$	(1,038	)	$	498,407
Net income (3)		—		37,824			771			—			—			38,595
Redemption of preferred units		—		(10,602	)		(217	)		—			—			(10,819	)
Distributions to common unitholders and the general partner		—		(9,787	)		(199	)		—			—			(9,986	)
Distributions to preferred unitholders		—		(1,573	)		(32	)		—			—			(1,605	)
Unit-based awards amortization and vesting		—		2,519			—			—			—			2,519
Comprehensive income from unconsolidated investment and other		—		—			—			—			82			82
Balance at September 30, 2024		13,049	$	509,258		$	8,891		$	—		$	(956	)	$	517,193

(1)	Net income includes $2.15 million of income attributable to preferred unitholders that accumulated during the period, of which $2.11 million is allocated to the common unitholders and $0.04 million is allocated to the general partner.
(2)	Net income includes $1.44 million of income attributable to preferred unitholders that accumulated during the period, of which $1.41 million is allocated to the common unitholders and $0.03 million is allocated to the general partner.
(3)	Net income includes $0.66 million of income attributable to preferred unitholders that accumulated during the period, of which $0.64 million is allocated to the common  unitholders and $0.01 million is allocated to the general partner.

7

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Consolidated Statements of Partners' Capital

												Accumulated
												Other			Total
	Common Unitholders					General			Warrant			Comprehensive			Partners'
(In thousands)	Units		Amounts			Partner			Holders			Income (Loss)			Capital
Balance at December 31, 2022		12,506	$	404,799		$	5,977		$	47,964		$	18,717		$	477,457
Net income (1)		—		77,690			1,585			—			—			79,275
Redemption of preferred units		—		(15,904	)		(324	)		—			—			(16,228	)
Distributions to common unitholders and the general partner		—		(40,082	)		(818	)		—			—			(40,900	)
Distributions to preferred unitholders		—		(7,924	)		(162	)		—			—			(8,086	)
Issuance of unit-based awards		129		—			—			—			—			—
Unit-based awards amortization and vesting, net		—		(1,178	)		—			—			—			(1,178	)
Capital contribution		—		—			142			—			—			142
Comprehensive loss from unconsolidated investment and other		—		—			—			—			(19,583	)		(19,583	)
Balance at March 31, 2023		12,635	$	417,401		$	6,400		$	47,964		$	(866	)	$	470,899
Net income (2)		—		68,927			1,407			—			—			70,334
Redemption of preferred units		—		(27,065	)		(553	)		—			—			(27,618	)
Distributions to common unitholders and the general partner		—		(9,476	)		(193	)		—			—			(9,669	)
Distributions to preferred unitholders		—		(7,248	)		(148	)		—			—			(7,396	)
Unit-based awards amortization and vesting		—		2,299			—			—			—			2,299
Comprehensive income from unconsolidated investment and other		—		—			—			—			911			911
Balance at June 30, 2023		12,635	$	444,838		$	6,913		$	47,964		$	45		$	499,760
Net income (3)		—		62,569			1,277			—			—			63,846
Redemption of preferred units		—		(16,741	)		(342	)		—			—			(17,083	)
Distributions to common unitholders and the general partner		—		(9,475	)		(194	)		—			—			(9,669	)
Distributions to preferred unitholders		—		(4,349	)		(88	)		—			—			(4,437	)
Unit-based awards amortization and vesting		—		2,318			—			—			—			2,318
Warrant settlement		—		(18,117	)		(370	)		(15,121	)		—			(33,608	)
Comprehensive income from unconsolidated investment and other		—		—			—			—			2,200			2,200
Balance at September 30, 2023		12,635	$	461,043		$	7,196		$	32,843		$	2,245		$	503,327

(1)	Net income includes $6.66 million of income attributable to preferred unitholders that accumulated during the period, of which $6.53 million is allocated to the common unitholders and $0.13 million is allocated to the general partner.
(2)	Net income includes $4.97 million of income attributable to preferred unitholders that accumulated during the period, of which $4.87 million is allocated to the common unitholders and $0.10 million is allocated to the general partner.
(3)	Net income includes $2.94 million of income attributable to preferred unitholders that accumulated during the period, of which $2.88 million is allocated to the common unitholders and $0.06 million is allocated to the general partner.

8

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

The following table presents NRP's unaudited business results by segment for the three months ended September 30, 2024 and 2023 and June 30, 2024:

	Operating Segments
	Mineral				Corporate and
(In thousands)	Rights		Soda Ash		Financing			Total
For the Three Months Ended September 30, 2024
Revenues	$	52,217	$	—	$	—		$	52,217
Equity in earnings of Sisecam Wyoming		—		8,109		—			8,109
Gain on asset sales and disposals		1		—		—			1
Total revenues and other income	$	52,218	$	8,109	$	—		$	60,327
Asset impairments	$	87	$	—	$	—		$	87
Net income (loss)	$	40,644	$	8,085	$	(10,134	)	$	38,595
Adjusted EBITDA (1)	$	45,456	$	6,296	$	(5,935	)	$	45,817
Cash flow provided by (used in) continuing operations:
Operating activities	$	53,610	$	6,297	$	(5,762	)	$	54,145
Investing activities	$	674	$	—	$	—		$	674
Financing activities	$	—	$	—	$	(56,259	)	$	(56,259	)
Distributable cash flow (1)	$	54,284	$	6,297	$	(5,762	)	$	54,819
Free cash flow (1)	$	54,283	$	6,297	$	(5,762	)	$	54,818
For the Three Months Ended September 30, 2023
Revenues	$	73,112	$	—	$	—		$	73,112
Equity in earnings of Sisecam Wyoming		—		12,401		—			12,401
Gain on asset sales and disposals		854		—		—			854
Total revenues and other income	$	73,966	$	12,401	$	—		$	86,367
Asset impairments	$	63	$	—	$	—		$	63
Net income (loss)	$	61,009	$	12,348	$	(9,511	)	$	63,846
Adjusted EBITDA (1)	$	65,661	$	22,957	$	(5,669	)	$	82,949
Cash flow provided by (used in) continuing operations:
Operating activities	$	60,938	$	22,958	$	(4,954	)	$	78,942
Investing activities	$	1,477	$	—	$	—		$	1,477
Financing activities	$	—	$	—	$	(72,738	)	$	(72,738	)
Distributable cash flow (1)	$	62,415	$	22,958	$	(4,954	)	$	80,419
Free cash flow (1)	$	61,560	$	22,958	$	(4,954	)	$	79,564
For the Three Months Ended June 30, 2024
Revenues	$	57,252	$	—	$	—		$	57,252
Equity in earnings of Sisecam Wyoming		—		3,645		—			3,645
Gain on asset sales and disposals		4,643		—		—			4,643
Total revenues and other income	$	61,895	$	3,645	$	—		$	65,540
Asset impairments	$	—	$	—	$	—		$	—
Net income (loss)	$	52,729	$	3,619	$	(10,284	)	$	46,064
Adjusted EBITDA (1)	$	56,049	$	7,558	$	(5,931	)	$	57,676
Cash flow provided by (used in) continuing operations:
Operating activities	$	56,234	$	7,557	$	(7,162	)	$	56,629
Investing activities	$	5,302	$	—	$	—		$	5,302
Financing activities	$	—	$	—	$	(40,581	)	$	(40,581	)
Distributable cash flow (1)	$	61,536	$	7,557	$	(7,162	)	$	61,931
Free cash flow (1)	$	56,893	$	7,557	$	(7,162	)	$	57,288

⁽¹⁾ See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.

9

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

The following table presents NRP's unaudited business results by segment for the nine months ended September 30, 2024 and 2023:

	Operating Segments
	Mineral					Corporate and
(In thousands)	Rights			Soda Ash		Financing			Total
For the Nine Months Ended September 30, 2024
Revenues	$	180,268		$	—	$	—		$	180,268
Equity in earnings of Sisecam Wyoming		—			17,204		—			17,204
Gain on asset sales and disposals		4,809			—		—			4,809
Total revenues and other income	$	185,077		$	17,204	$	—		$	202,281
Asset impairments	$	87		$	—	$	—		$	87
Net income (loss)	$	154,017		$	17,092	$	(30,237	)	$	140,872
Adjusted EBITDA (1)	$	166,798		$	28,002	$	(18,193	)	$	176,607
Cash flow provided by (used in) continuing operations:
Operating activities	$	179,593		$	28,002	$	(25,322	)	$	182,273
Investing activities	$	6,788		$	—	$	—		$	6,788
Financing activities	$	(1,086	)	$	—	$	(169,064	)	$	(170,150	)
Distributable cash flow (1)	$	186,381		$	28,002	$	(25,322	)	$	189,061
Free cash flow (1)	$	181,572		$	28,002	$	(25,322	)	$	184,252
For the Nine Months Ended September 30, 2023
Revenues	$	217,258		$	—	$	—		$	217,258
Equity in earnings of Sisecam Wyoming		—			58,633		—			58,633
Gain on asset sales and disposals		955			—		—			955
Total revenues and other income	$	218,213		$	58,633	$	—		$	276,846
Asset impairments	$	132		$	—	$	—		$	132
Net income (loss)	$	182,400		$	58,408	$	(27,353	)	$	213,455
Adjusted EBITDA (1)	$	194,987		$	65,915	$	(17,157	)	$	243,745
Cash flow provided by (used in) continuing operations:
Operating activities	$	189,836		$	65,901	$	(22,545	)	$	233,192
Investing activities	$	2,791		$	—	$	(10	)	$	2,781
Financing activities	$	(583	)	$	—	$	(256,070	)	$	(256,653	)
Distributable cash flow (1)	$	192,627		$	65,901	$	(22,555	)	$	235,973
Free cash flow (1)	$	191,666		$	65,901	$	(22,555	)	$	235,012

⁽¹⁾ See "Non-GAAP Financial Measures" and reconciliation tables at the end of this release.

10

Natural Resource Partners L.P.

Financial Tables

(Unaudited)

Operating Statistics - Mineral Rights

	For the Three Months Ended									For the Nine Months Ended
	September 30,						June 30,			September 30,
(In thousands, except per ton data)	2024			2023			2024			2024			2023
Coal sales volumes (tons)
Appalachia
Northern		470			284			129			716			1,053
Central		3,507			3,429			3,456			10,677			10,390
Southern		705			741			709			1,984			2,016
Total Appalachia		4,682			4,454			4,294			13,377			13,459
Illinois Basin		1,128			2,541			1,342			4,503			5,482
Northern Powder River Basin		944			1,364			567			2,460			3,330
Gulf Coast		436			479			435			1,136			676
Total coal sales volumes		7,190			8,838			6,638			21,476			22,947
Coal royalty revenue per ton
Appalachia
Northern	$	2.34		$	5.54		$	4.74		$	2.70		$	7.59
Central		6.55			8.20			7.34			7.34			8.89
Southern		9.56			11.88			10.19			10.37			12.41
Illinois Basin		1.76			3.98			2.47			2.33			3.63
Northern Powder River Basin		4.82			4.86			4.99			4.87			4.74
Gulf Coast		0.84			0.69			0.77			0.79			0.68
Combined average coal royalty revenue per ton		5.24			6.29			5.98			5.78			7.04
Coal royalty revenues
Appalachia
Northern	$	1,100		$	1,573		$	612		$	1,930		$	7,991
Central		22,958			28,111			25,378			78,328			92,362
Southern		6,743			8,806			7,226			20,571			25,024
Total Appalachia		30,801			38,490			33,216			100,829			125,377
Illinois Basin		1,987			10,108			3,312			10,510			19,924
Northern Powder River Basin		4,546			6,627			2,831			11,976			15,768
Gulf Coast		366			330			336			902			461
Unadjusted coal royalty revenues		37,700			55,555			39,695			124,217			161,530
Coal royalty adjustment for minimum leases		(95	)		(11	)		(10	)		(109	)		(3	)
Total coal royalty revenues	$	37,605		$	55,544		$	39,685		$	124,108		$	161,527
Other revenues
Production lease minimum revenues	$	437		$	850		$	412		$	1,773		$	2,025
Minimum lease straight-line revenues		4,117			4,464			4,126			12,414			13,414
Carbon neutral initiative revenues		(39	)		681			2,200			4,322			2,914
Wheelage revenues		2,072			2,385			2,338			7,082			9,538
Property tax revenues		1,809			1,770			1,545			5,246			4,710
Coal overriding royalty revenues		227			827			668			2,064			1,165
Lease amendment revenues		1,071			623			712			2,485			2,322
Aggregates royalty revenues		662			736			730			2,164			2,175
Oil and gas royalty revenues		1,317			324			1,999			6,956			5,126
Other revenues		1,127			329			176			3,754			895
Total other revenues	$	12,800		$	12,989		$	14,906		$	48,260		$	44,284
Royalty and other mineral rights	$	50,405		$	68,533		$	54,591		$	172,368		$	205,811
Transportation and processing services revenues		1,812			4,579			2,661			7,900			11,447
Gain on asset sales and disposals		1			854			4,643			4,809			955
Total Mineral Rights segment revenues and other income	$	52,218		$	73,966		$	61,895		$	185,077		$	218,213

11

Natural Resource Partners L.P.

Reconciliation of Non-GAAP Measures

(Unaudited)

Adjusted EBITDA

	Mineral					Corporate and
(In thousands)	Rights		Soda Ash			Financing			Total
For the Three Months Ended September 30, 2024
Net income (loss)	$	40,644	$	8,085		$	(10,134	)	$	38,595
Less: equity earnings from unconsolidated investment		—		(8,109	)		—			(8,109	)
Add: total distributions from unconsolidated investment		—		6,320			—			6,320
Add: interest expense, net		—		—			4,194			4,194
Add: depreciation, depletion and amortization		4,725		—			5			4,730
Add: asset impairments		87		—			—			87
Adjusted EBITDA	$	45,456	$	6,296		$	(5,935	)	$	45,817
For the Three Months Ended September 30, 2023
Net income (loss)	$	61,009	$	12,348		$	(9,511	)	$	63,846
Less: equity earnings from unconsolidated investment		—		(12,401	)		—			(12,401	)
Add: total distributions from unconsolidated investment		—		23,010			—			23,010
Add: interest expense, net		—		—			3,837			3,837
Add: depreciation, depletion and amortization		4,589		—			5			4,594
Add: asset impairments		63		—			—			63
Adjusted EBITDA	$	65,661	$	22,957		$	(5,669	)	$	82,949
For the Three Months Ended June 30, 2024
Net income (loss)	$	52,729	$	3,619		$	(10,284	)	$	46,064
Less: equity earnings from unconsolidated investment		—		(3,645	)		—			(3,645	)
Add: total distributions from unconsolidated investment		—		7,584			—			7,584
Add: interest expense, net		—		—			4,349			4,349
Add: depreciation, depletion and amortization		3,320		—			4			3,324
Add: asset impairments		—		—			—			—
Adjusted EBITDA	$	56,049	$	7,558		$	(5,931	)	$	57,676

12

Natural Resource Partners L.P.

Reconciliation of Non-GAAP Measures

(Unaudited)

Adjusted EBITDA

	Mineral					Corporate and
(In thousands)	Rights		Soda Ash			Financing			Total
For the Nine Months Ended September 30, 2024
Net income (loss)	$	154,017	$	17,092		$	(30,237	)	$	140,872
Less: equity earnings from unconsolidated investment		—		(17,204	)		—			(17,204	)
Add: total distributions from unconsolidated investment		—		28,114			—			28,114
Add: interest expense, net		—		—			12,030			12,030
Add: depreciation, depletion and amortization		12,694		—			14			12,708
Add: asset impairments		87		—			—			87
Adjusted EBITDA	$	166,798	$	28,002		$	(18,193	)	$	176,607
For the Nine Months Ended September 30, 2023
Net income (loss)	$	182,400	$	58,408		$	(27,353	)	$	213,455
Less: equity earnings from unconsolidated investment		—		(58,633	)		—			(58,633	)
Add: total distributions from unconsolidated investment		—		66,140			—			66,140
Add: interest expense, net		—		—			10,182			10,182
Add: depreciation, depletion and amortization		12,455		—			14			12,469
Add: asset impairments		132		—			—			132
Adjusted EBITDA	$	194,987	$	65,915		$	(17,157	)	$	243,745

13

Natural Resource Partners L.P.

Reconciliation of Non-GAAP Measures

(Unaudited)

Distributable Cash Flow and Free Cash Flow

	Mineral					Corporate and
(In thousands)	Rights			Soda Ash		Financing			Total
For the Three Months Ended September 30, 2024
Net cash provided by (used in) operating activities	$	53,610		$	6,297	$	(5,762	)	$	54,145
Add: proceeds from asset sales and disposals		1			—		—			1
Add: return of long-term contract receivable		673			—		—			673
Less: maintenance capital expenditures		—			—		—			—
Distributable cash flow	$	54,284		$	6,297	$	(5,762	)	$	54,819
Less: proceeds from asset sales and disposals		(1	)		—		—			(1	)
Free cash flow	$	54,283		$	6,297	$	(5,762	)	$	54,818
Net cash provided by investing activities	$	674		$	—	$	—		$	674
Net cash used in financing activities	$	—		$	—	$	(56,259	)	$	(56,259	)
For the Three Months Ended September 30, 2023
Net cash provided by (used in) operating activities	$	60,938		$	22,958	$	(4,954	)	$	78,942
Add: proceeds from asset sales and disposals		855			—		—			855
Add: return of long-term contract receivable		622			—		—			622
Less: maintenance capital expenditures		—			—		—			—
Distributable cash flow	$	62,415		$	22,958	$	(4,954	)	$	80,419
Less: proceeds from asset sales and disposals		(855	)		—		—			(855	)
Free cash flow	$	61,560		$	22,958	$	(4,954	)	$	79,564
Net cash provided by investing activities	$	1,477		$	—	$	—		$	1,477
Net cash used in financing activities	$	—		$	—	$	(72,738	)	$	(72,738	)
For the Three Months Ended June 30, 2024
Net cash provided by (used in) operating activities	$	56,234		$	7,557	$	(7,162	)	$	56,629
Add: proceeds from asset sales and disposals		4,643			—		—			4,643
Add: return of long-term contract receivable		659			—		—			659
Less: maintenance capital expenditures		—			—		—			—
Distributable cash flow	$	61,536		$	7,557	$	(7,162	)	$	61,931
Less: proceeds from asset sales and disposals		(4,643	)		—		—			(4,643	)
Free cash flow	$	56,893		$	7,557	$	(7,162	)	$	57,288
Net cash provided by investing activities	$	5,302		$	—	$	—		$	5,302
Net cash used in financing activities	$	—		$	—	$	(40,581	)	$	(40,581	)

14

Natural Resource Partners L.P.

Reconciliation of Non-GAAP Measures

(Unaudited)

Distributable Cash Flow and Free Cash Flow

	Mineral					Corporate and
(In thousands)	Rights			Soda Ash		Financing			Total
For the Nine Months Ended September 30, 2024
Net cash provided by (used in) operating activities	$	179,593		$	28,002	$	(25,322	)	$	182,273
Add: proceeds from asset sales and disposals		4,809			—		—			4,809
Add: return of long-term contract receivable		1,979			—		—			1,979
Less: maintenance capital expenditures		—			—		—			—
Distributable cash flow	$	186,381		$	28,002	$	(25,322	)	$	189,061
Less: proceeds from asset sales and disposals		(4,809	)		—		—			(4,809	)
Free cash flow	$	181,572		$	28,002	$	(25,322	)	$	184,252
Net cash provided by investing activities	$	6,788		$	—	$	—		$	6,788
Net cash used in financing activities	$	(1,086	)	$	—	$	(169,064	)	$	(170,150	)
For the Nine Months Ended September 30, 2023
Net cash provided by (used in) operating activities	$	189,836		$	65,901	$	(22,545	)	$	233,192
Add: proceeds from asset sales and disposals		961			—		—			961
Add: return of long-term contract receivable		1,830			—		—			1,830
Less: maintenance capital expenditures		—			—		(10	)		(10	)
Distributable cash flow	$	192,627		$	65,901	$	(22,555	)	$	235,973
Less: proceeds from asset sales and disposals		(961	)		—		—			(961	)
Free cash flow	$	191,666		$	65,901	$	(22,555	)	$	235,012
Net cash provided by (used in) investing activities	$	2,791		$	—	$	(10	)	$	2,781
Net cash used in financing activities	$	(583	)	$	—	$	(256,070	)	$	(256,653	)

15

Natural Resource Partners L.P.

Reconciliation of Non-GAAP Measures

(Unaudited)

Last Twelve Months (LTM) Free Cash Flow

	For the Three Months Ended
(In thousands)	December 31, 2023			March 31, 2024			June 30, 2024			September 30, 2024			Last 12 Months
Net cash provided by operating activities	$	77,786		$	71,499		$	56,629		$	54,145		$	260,059
Add: proceeds from asset sales and disposals		2,002			165			4,643			1			6,811
Add: return of long-term contract receivable		633			647			659			673			2,612
Distributable cash flow	$	80,421		$	72,311		$	61,931		$	54,819		$	269,482
Less: proceeds from asset sales and disposals		(2,002	)		(165	)		(4,643	)		(1	)		(6,811	)
Free cash flow	$	78,419		$	72,146		$	57,288		$	54,818		$	262,671

Leverage Ratio

	For the Three Months Ended
(In thousands)	December 31, 2023			March 31, 2024			June 30, 2024			September 30, 2024			Last 12 Months
Net income	$	64,980		$	56,213		$	46,064		$	38,595		$	205,852
Less: equity earnings from unconsolidated investment		(14,764	)		(5,450	)		(3,645	)		(8,109	)		(31,968	)
Add: total distributions from unconsolidated investment		15,338			14,210			7,584			6,320			43,452
Add: interest expense, net		3,921			3,487			4,349			4,194			15,951
Add: depreciation, depletion and amortization		6,020			4,654			3,324			4,730			18,728
Add: asset impairments		424			—			—			87			511
Adjusted EBITDA	$	75,919		$	73,114		$	57,676		$	45,817		$	252,526
Debt—at September 30, 2024													$	197,678
Leverage Ratio													0.8 x

	For the Three Months Ended
(In thousands)	December 31, 2022			March 31, 2023			June 30, 2023			September 30, 2023			Last 12 Months
Net income	$	63,218		$	79,275		$	70,334		$	63,846		$	276,673
Less: equity earnings from unconsolidated investment		(15,759	)		(19,254	)		(26,978	)		(12,401	)		(74,392	)
Add: total distributions from unconsolidated investment		10,780			10,780			32,350			23,010			76,920
Add: interest expense, net		3,638			2,853			3,492			3,837			13,820
Add: loss on extinguishment of debt		3,933			—			—			—			3,933
Add: depreciation, depletion and amortization		5,954			4,083			3,792			4,594			18,423
Add: asset impairments		3,583			—			69			63			3,715
Adjusted EBITDA	$	75,347		$	77,737		$	83,059		$	82,949		$	319,092
Debt—at September 30, 2023													$	208,059
Leverage Ratio													0.7 x

-end-

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XML

Document And Entity Information	Nov. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	NATURAL RESOURCE PARTNERS LP
Document, Type	8-K
Document, Period End Date	Nov. 05, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-31465
Entity, Tax Identification Number	35-2164875
Entity, Address, Address Line One	1415 Louisiana Street, Suite 3325
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	751-7507
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units representing limited partner interests
Trading Symbol	NRP
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001171486