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8-K - 8-K - NATURAL RESOURCE PARTNERS LPa2017form8-k1stquarterer.htm
Exhibit 99.1

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Natural Resource Partners L.P.
1201 Louisiana St., Suite 3400, Houston, TX 77002

NEWS RELEASE
Natural Resource Partners L.P.
Announces First Quarter 2017 Results

First Quarter 2017 Highlights

Completion of recapitalization and extension of 2018 debt maturities
Net income attributable to the common unitholders and general partner of $14.3 million
Basic net income per common unit of $1.15
Net cash provided by operating activities of $20.2 million
Net income from continuing operations of $17.0 million
Adjusted EBITDA of $51.3 million

HOUSTON, May 10, 2017 - Natural Resource Partners L.P. (NYSE:NRP) today reported net income attributable to the common unitholders and general partner for the first quarter of 2017 of $14.3 million, a decrease of $9.1 million from the first quarter of 2016. NRP’s first quarter 2017 results were impacted by costs associated with the recapitalization transactions and asset impairments, while both first quarter and fourth quarter 2016 results include impairment charges and gains on asset sales related to NRP’s deleveraging activities. Please see table (in millions) below for comparative financial information:
 
 
Three Months Ended
 
 
 
Three Months Ended
 
 
 
 
March 31,
 
 
 
March 31,
 
December 31,
 
 
 
 
2017
 
2016
 
Variance
 
2017
 
2016
 
Variance
Net income attributable to common unitholders and general partner
 
$
14.3

 
$
23.4

 
$
(9.1
)
 
$
14.3

 
$
3.5

 
$
10.8

Plus: Recapitalization transaction expenses
 
17.4

 

 
17.4

 
17.4

 
3.7

 
13.7

Plus: Asset impairments
 
1.8

 
1.9

 
(0.1
)
 
1.8

 
9.2

 
(7.4
)
Less: Fair value adjustments for warrant liabilities
 
16.6

 

 
16.6

 
16.6

 

 
16.6

Less: Gains on asset sales
 

 
21.9

 
(21.9
)
 

 
1.8

 
(1.8
)
Adjusted net income
 
$
16.9


$
3.4

 
$
13.5

 
$
16.9


$
14.6

 
$
2.3

 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
20.2

 
$
26.7

 
$
(6.5
)
 
$
20.2

 
$
25.2

 
$
(5.0
)
 
 
 
 
 
 


 
 
 
 
 


Adjusted EBITDA(1)
 
$
51.3

 
$
63.9

 
$
(12.6
)
 
$
51.3

 
$
51.1

 
$
0.2

Less: Gains on asset sales
 

 
21.9

 
(21.9
)
 

 
1.8

 
(1.8
)
Adjusted EBITDA excluding gains on asset sales
 
$
51.3


$
42.0

 
$
9.3

 
$
51.3


$
49.3

 
$
2.0

 
 
 
 
 
(1)
Reconciliations for all non-GAAP items are shown in the table above or in the tables at the end of this release.

“The first quarter of 2017 was a transformational quarter for NRP, as we completed the recapitalization transactions that strengthened our balance sheet, extended our debt maturities, and enhanced our liquidity,” said Wyatt Hogan, President and Chief Operating Officer.  “From an operations perspective, we realized the benefits of materially higher metallurgical coal pricing, as well as increased production from our Illinois Basin properties, reflecting a stronger thermal coal market.  In addition, our soda ash business posted a solid quarter relative to the first quarter of 2016."

1


Business Results and Outlook

The table below presents NRP's business results by segment for the three months ended March 31, 2017, March 31, 2016 and December 31, 2016:
 
 
Operating Business Segments
 
 
 
 
 
Coal Royalty and Other
 
 
 
 
 
Corporate and Financing
 
 
 
 
 
Soda Ash
 
VantaCore
 
 
Total
 
 
($ In thousands)
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
Revenues and other income
 
51,138


10,294


27,221




88,653

Gains on asset sales
 
29

 

 
15

 

 
44

Total revenues and other income
 
51,167

 
10,294

 
27,236

 

 
88,697

Asset impairments
 
1,778

 

 

 

 
1,778

Net income (loss) from continuing operations
 
35,094

 
10,294

 
(1,539
)
 
(26,878
)
 
16,971

Adjusted EBITDA (1)
 
43,845

 
12,250

 
2,375

 
(7,185
)
 
51,285

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

Distributable Cash Flow (1)
 
37,937

 
12,250

 
2,099

 
(33,739
)
 
18,547

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
Revenues and other income
 
39,418

 
9,801

 
24,682

 

 
73,901

Gains on asset sales
 
21,925

 

 

 

 
21,925

Total revenues and other income
 
61,343

 
9,801

 
24,682

 

 
95,826

Asset impairments
 
1,893

 

 

 

 
1,893

Net income (loss) from continuing operations
 
44,418

 
9,801

 
(1,057
)
 
(26,811
)
 
26,351

Adjusted EBITDA (1)
 
53,251

 
12,250

 
2,505

 
(4,153
)
 
63,853

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
)
Distributable Cash Flow (1)
 
64,520

 
12,250

 
4,866

 
(17,236
)
 
64,400

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
Revenues and other income
 
44,271

 
9,319

 
32,721

 

 
86,311

Gains on asset sales
 
1,798

 

 
3

 

 
1,801

Total revenues and other income
 
46,069

 
9,319

 
32,724

 

 
88,112

Asset impairments
 
8,180

 

 
1,065

 

 
9,245

Net income (loss) from continuing operations
 
24,014

 
9,319

 
997

 
(30,519
)
 
3,811

Adjusted EBITDA (1)
 
40,464

 
12,250

 
5,555

 
(7,214
)
 
51,055

Net cash provided by (used in) operating activities of continuing operations
 
43,118

 
12,250

 
3,720

 
(32,992
)
 
26,096

Net cash provided by (used in) investing activities of continuing operations
 
7,223

 

 
(790
)
 

 
6,433

Net cash provided by (used in) financing activities of continuing operations
 
16

 

 
(232
)
 
(84,334
)
 
(84,550
)
Distributable Cash Flow (1)
 
50,341

 
12,250

 
3,132

 
(32,992
)
 
32,731

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


2


Segment Information

Coal Royalty and Other

NRP continued to benefit from higher metallurgical coal prices in the first quarter of 2017, with substantially increased price realizations in Central and Southern Appalachia as compared to the first quarter of 2016. Metallurgical coal prices increased significantly over the course of 2016, peaking in the fourth quarter primarily as a result of supply rationalizations in China. While prices retreated in the first quarter of 2017 as more production came on the market, they remained significantly higher than in the comparable period in 2016. Following another recent spike caused by Cyclone Debbie at the end of March, metallurgical coal prices are in the process of again returning to more sustainable long-term levels. Over the remainder of 2017, NRP expects prices to remain above the lows experienced in the first half of 2016. NRP derived approximately 59% of its coal royalty revenues and 38% of its coal production from metallurgical coal in the first quarter. The domestic thermal coal markets have also shown modest improvements, as production cuts over the last year have rationalized coal stockpiles, and we saw increased thermal coal production from our Illinois Basin properties. Although a mild winter has tempered demand for thermal coal, natural gas prices remain higher than 2016, causing thermal coal to be more competitive for electricity generation as compared to recent years. Despite these improvements, producers of Central Appalachian thermal coal continue to face challenges, as many still have large debt burdens and their production costs remain high relative to sales prices.

Coal royalty and other revenue for the quarter was $51.2 million and coal royalty and other operating income was $35.1 million, representing sequential increases of 11% and 46% respectively. Compared to the same period of 2016, coal royalty and other revenue declined 17% and coal royalty and other operating income declined 21%. After adjusting for impairment charges and gains on asset sales, coal royalty and other revenue and coal royalty and other operating income posted sequential increases of 16% and 21% respectively, and year-over-year growth of 30% and 51%, respectively.

Soda Ash

Revenues and other income related to our equity investment in Ciner Wyoming increased $0.5 million, or 5%, from $9.8 million in the three months ended March 31, 2016 to $10.3 million in the three months ended March 31, 2017. The positive variance was primarily driven by higher sales volumes combined with lower variable and SG&A costs. In the first quarter of 2017, Ciner also benefited from higher than anticipated ANSAC pricing in Asia, which was offset in part by lower prices in North and South America. NRP received $12.3 million in cash distributions from Ciner Wyoming in the first quarter of both 2017 and 2016.

VantaCore

VantaCore’s construction aggregates mining business is largely dependent on the strength of the local markets that it serves and is seasonal, with the first quarter being the slowest. Revenue for the first quarter was $27.2 million, and VantaCore recorded a net loss of $1.5 million, which was in line with expectations for the quarter.

Debt Reduction and Liquidity

During the first quarter of 2017, NRP completed the recapitalization transactions to improve liquidity and strengthen its balance sheet. As of April 3, 2017, NRP had reduced its debt by $236 million from December 31, 2016 and extended $575 million of its 2018 debt maturities as of December 31, 2016 to 2020 and 2022. NRP remains focused on further reducing its debt and repositioning the partnership for long-term growth. During the three months ended March 31, 2017, NRP repaid $210 million outstanding under Opco’s credit facility, $40.8 million of Opco’s senior notes and $0.2 million of Opco's utility local improvement obligation. These repayments were partially offset by the issuance of $105.0 million of new senior notes due 2022. On April 3, 2017, NRP redeemed $90 million in principal amount of its 2018 notes at a price of 104.563%. NRP expects to redeem the remaining $94 million of 2018 notes at par in October 2017 using cash on hand and borrowings under Opco’s credit facility.

First Quarter 2017 Distributions

On April 25, 2017, the Board of Directors of GP Natural Resource Partners LLC declared a distribution of $0.45 per unit to be paid by the Partnership on May 12, 2017 to common unitholders of record on May 5, 2017. In addition, the Board declared a distribution on NRP's 12.0% Class A Convertible Preferred Units with respect to the period such units were outstanding during the first quarter. One-half of the distribution on the preferred units will be paid-in-kind through the issuance of 1,250 additional preferred units.


3


Conference Call

A conference call will be held today at 11:00 a.m. ET. To join the conference call, dial (844) 379-6938 and provide the conference code 99679107. Investors may also listen to the call via the Investor Relations section of the NRP website at www.nrplp.com.
Audio replays of the conference call will be available for approximately one week. To access the replay, dial (855) 859-2056 and provide the conference code 99679107 or visit the Investor Relations section of NRP’s website.

Company Profile

Natural Resource Partners L.P., a master limited partnership headquartered in Houston, TX, is a diversified natural resource company that owns interests in coal, aggregates and industrial minerals across the United States.  A large percentage of NRP's revenues are generated from royalties and other passive income.  In addition, NRP owns an equity investment in Ciner Wyoming, a trona/soda ash operation, and owns VantaCore, making NRP one of the top 25 aggregates producers in the United States.

For additional information, please contact Kathy H. Roberts at 713-751-7555 or kroberts@nrplp.com. Further information about NRP is available on the partnership’s website at http://www.nrplp.com.


4


Non-GAAP Financial Measures

“Adjusted EBITDA” is a non-GAAP financial measure that we define as net income (loss) from continuing operations less equity earnings from unconsolidated investment, gain on reserve swaps, fair value adjustments for warrant liabilities and income to non-controlling interest; plus distributions from equity earnings in unconsolidated investment, interest expense, debt modification expense, warrant issuance expense, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income (loss), the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. 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” is a non-GAAP financial measure that we define as net cash provided by operating activities of continuing operations, plus returns of unconsolidated equity investments, proceeds from sales of assets, including those included in discontinued operations, and returns of long-term contract receivables—affiliate; less maintenance capital expenditures and distributions to non-controlling interest. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the Partnership's ability to make cash distributions to our common and preferred unitholders and our general partner and repay debt.

“Adjusted Net Income” is a non-GAAP financial measure that we define as Net income attributable to common unitholders and general partner, plus recapitalization transaction expenses and asset impairments; less fair value adjustments for warrant liabilities and gains on asset sales. Adjusted net income should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted net income is useful in evaluating our financial performance because restructuring transaction expenses are one time charges, gains on asset sales are not related to the operations of our business and asset impairments and fair value adjustments for warrant liabilities are non-cash charges and excluding these from net income allows us to better compare results period-over-period. Reconciliations of Net income attributable to common unitholders and general partner to Adjusted net income are included in the table on the first page of this release.

“Adjusted EBITDA Excluding Gains on Asset Sales” is a non-GAAP financial measure that we define as Adjusted EBITDA (a non-GAAP measure defined above) less gains on asset sales. Adjusted EBITDA excluding gains on asset sales should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted EBITDA excluding gains on asset sales is useful in evaluating our financial performance because gains on asset sales are not related to the operations of our business and excluding these from net income allows us to better compare results period-over-period. Reconciliations of Net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA to Adjusted EBITDA excluding gains on asset sales are included in the tables attached to this release.

“Adjusted Coal Royalty and Other Revenue” is a non-GAAP financial measure that we define as Coal royalty and other revenues less gains on asset sales. Adjusted coal royalty and other revenue should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted coal royalty and other revenue useful in evaluating our financial performance because gains on asset sales are not related to the operations of our business and excluding these from Coal royalty and other revenue allows us to better compare results period-over-period. Reconciliations of Coal royalty and other revenue to Adjusted coal royalty and other revenue are included in the tables attached to this release.


5


“Adjusted Coal Royalty and Other Operating Income” is a non-GAAP financial measure that we define as Coal royalty and other operating income plus asset impairments less gains on asset sales. Adjusted coal royalty and other operating income should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted coal royalty and other operating income is useful in evaluating our financial performance because gains on asset sales are not related to the operations of our business and asset impairments are non-cash charges and excluding these from Coal royalty and other operating income allows us to better compare results period-over-period. Reconciliations of Coal royalty and other operating income to Adjusted coal royalty and other operating income are included in the tables attached to this release.

“Adjusted Revenue and Other Income” is a non-GAAP financial measure that we define as Revenue and other income less gains on asset sales. Adjusted revenue and other income should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted revenue and other income is useful in evaluating our financial performance because gains on asset sales are not related to the operations of our business and excluding these from revenues and other income allows us to better compare results period-over-period. Reconciliations of Revenue and other income to Adjusted revenue and other income are included in the tables attached to this release.

“Adjusted Corporate and Financing Costs” is a non-GAAP financial measure that we define as Corporate and financing net loss from continuing operations plus debt modification expense, warrant issuance expense and performance based incentive compensation expense less fair value adjustments for warrant liabilities. Adjusted corporate and financing costs should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financial activities, or other income or cash flow statement data prepared in accordance with GAAP. Our management team believes Adjusted corporate and financing costs is useful in evaluating our financial performance because debt modification expense, warrant issuance expense and performance based incentive compensation expense are one time charges and fair value adjustments for warrant liabilities are non-cash charges and excluding these from net loss allows us to better compare results period-over-period. Reconciliations of Corporate and financing net loss from continuing operations to Adjusted corporate and financing costs are included in the tables attached to this release.

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, but are not limited to, commodity prices; decreases in demand for coal, aggregates and industrial minerals, including trona/soda ash; changes in operating conditions and costs; production cuts by our lessees; unanticipated geologic problems; our liquidity, leverage and access to capital and financing sources; changes in the legislative or regulatory environment, 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.
        
-Financial Tables Follow-

6




Natural Resource Partners L.P.
Financial Tables
Consolidated Statements of Comprehensive Income
(In thousands, except per unit data)
(Unaudited)
 
Three Months Ended
 
March 31,
 
December 31,
 
2017
 
2016
 
2016
Revenues and other income:
 
 
 
 
 
Coal royalty and other
$
34,994

 
$
28,849

 
$
28,184

Coal royalty and other—affiliates
16,144

 
10,569

 
16,087

VantaCore
27,221

 
24,682

 
32,721

Equity in earnings of Ciner Wyoming
10,294

 
9,801

 
9,319

Gain on asset sales, net
44

 
21,925

 
1,801

Total revenues and other income
88,697

 
95,826

 
88,112

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
Operating and maintenance expenses
29,628

 
26,785

 
31,797

Operating and maintenance expenses—affiliates, net
2,555

 
3,484

 
977

Depreciation, depletion and amortization
9,724

 
9,780

 
10,906

Amortization expense—affiliate
768

 
722

 
857

General and administrative
6,078

 
3,235

 
6,303

General and administrative—affiliates
1,124

 
937

 
921

Asset impairments
1,778

 
1,893

 
9,245

Total operating expenses
51,655

 
46,836

 
61,006

 
 
 
 
 
 
Income from operations
37,042

 
48,990

 
27,106

 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
Interest expense
(23,141
)
 
(22,196
)
 
(23,305
)
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

 
10

Other expense, net
(20,071
)
 
(22,639
)
 
(23,295
)
 
 
 
 
 
 
Net income from continuing operations
16,971

 
26,351

 
3,811

Loss from discontinued operations
(207
)
 
(2,924
)
 
(323
)
Net income
$
16,764

 
$
23,427

 
$
3,488

Less: income attributable to preferred unitholders
(2,500
)
 

 

Net income attributable to common unitholders and general partner
$
14,264

 
$
23,427

 
$
3,488

 
 
 
 
 
 
Income from continuing operations per common unit
 
 
 
 
 
Basic
$
1.17

 
$
2.12

 
$
0.31

Diluted
0.03

 
2.12

 
0.31

 
 
 
 
 
 
Net income per common unit
 
 
 
 
 
Basic
$
1.15

 
$
1.88

 
$
0.28

Diluted
0.02

 
1.88

 
0.28

 
 
 
 
 
 
Net income
$
16,764

 
$
23,427

 
$
3,488

Add: comprehensive income (loss) from unconsolidated investment and other
(1,132
)
 
(545
)
 
1,178

Comprehensive income
$
15,632

 
$
22,882

 
$
4,666



7




Natural Resource Partners L.P.
Financial Tables
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
16,764

 
$
23,427

 
$
3,488

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
 
 
 
 
 
 
Depreciation, depletion and amortization
 
9,724

 
9,780

 
10,906

Amortization expense—affiliates
 
768

 
722

 
857

Distributions from equity earnings from unconsolidated investment
 
12,250

 
12,250

 
12,250

Equity earnings from unconsolidated investment
 
(10,294
)
 
(9,801
)
 
(9,319
)
Gain on asset sales, net
 
(44
)
 
(21,925
)
 
(1,801
)
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

 
323

Asset impairments
 
1,778

 
1,893

 
9,245

Other, net
 
1,090

 
2,266

 
1,590

Other, net—affiliates
 
887

 
1,783

 
145

Change in operating assets and liabilities:
 
 
 
 
 
 
Accounts receivable
 
(1,267
)
 
3,955

 
772

Accounts receivable—affiliates
 
(947
)
 
(1,070
)
 
399

Accounts payable
 
986

 
280

 
72

Accounts payable—affiliates
 
256

 
225

 
110

Accrued liabilities
 
(8,080
)
 
1,274

 
(2,669
)
Accrued liabilities—affiliates
 

 
457

 

Deferred revenue
 
1,077

 
(4,063
)
 
4,881

Deferred revenue—affiliates
 
(2,897
)
 
(985
)
 
(3,032
)
Other items, net
 
1,284

 
(704
)
 
(2,121
)
Net cash provided by operating activities of continuing operations
 
20,489

 
22,688


26,096

Net cash provided by (used in) operating activities of discontinued operations
 
(284
)
 
3,972

 
(855
)
Net cash provided by operating activities
 
20,205

 
26,660


25,241

 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
Proceeds from sale of oil and gas royalty properties
 
(548
)
 
32,848

 
6,880

Proceeds from sale of coal and aggregates royalty properties
 
139

 
9,802

 
(25
)
Return of long-term contract receivables—affiliate
 
414

 
309

 
391

Proceeds from sale of plant and equipment and other
 
22

 
3

 
164

Acquisition of plant and equipment and other
 
(2,095
)
 
(1,421
)
 
(977
)
Net cash provided by (used in) investing activities of continuing operations
 
(2,068
)
 
41,541


6,433

Net cash provided by (used in) investing activities of discontinued operations
 
29

 
(2,725
)
 
51

Net cash provided by (used in) investing activities
 
(2,039
)
 
38,816


6,484

 
 
 
 
 
 
 
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
)
 
(76,967
)
Distributions to common unitholders and general partner
 
(5,615
)
 
(5,616
)
 
(5,616
)
Contributions to discontinued operations
 
(255
)
 

 
(805
)
Debt issue costs and other
 
(34,755
)
 
(8,032
)
 
(1,162
)
Net cash provided by (used in) financing activities of continuing operations

54,153

 
(54,814
)

(84,550
)
Net cash provided by (used in) financing activities of discontinued operations
 
255

 
(10,338
)
 
805

Net cash provided by (used in) financing activities

54,408

 
(65,152
)

(83,745
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8




Net increase (decrease) in cash and cash equivalents

72,574

 
324


(52,020
)
 
 
 
 
 
 
 
Cash and cash equivalents of continuing operations at beginning of period
 
40,371

 
41,204

 
92,391

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


92,391

 
 
 
 
 
 
 
Cash and cash equivalents at end of period

112,945

 
52,097


40,371

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


$
40,371

 
 
 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
 
 
Cash paid during the period for interest
 
$
19,851

 
$
13,181

 
$
29,631

Non-cash financing activities:
 
 
 
 
 
 
Issuance of 2022 Senior Notes in exchange for 2018 Senior Notes
 
$
240,638

 
$

 
$





9




Natural Resource Partners L.P.
Financial Tables
Consolidated Balance Sheets
(In thousands, except unit data)
 
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
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
304

 
353

Total current liabilities
305,049

 
188,017

Deferred revenue
46,008

 
44,931

Deferred revenueaffiliates
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
 
 
 
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



10




Natural Resource Partners L.P.
Financial Tables
Operating Statistics - Coal Royalty and Other
(in thousands except per ton data)
(Unaudited)
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
Coal production (tons)
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
Northern
 
1,206

 
1,431

 
1,833

Central
 
3,699

 
3,227

 
3,176

Southern
 
562

 
745

 
575

Total Appalachia
 
5,467

 
5,403


5,584

Illinois Basin
 
2,017

 
1,727

 
2,060

Northern Powder River Basin
 
950

 
974

 
1,047

Total coal production
 
8,434

 
8,104


8,691

 
 
 
 
 
 
 
Coal royalty revenue per ton
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
Northern
 
$
0.50

 
$
0.82

 
$
0.36

Central
 
5.46

 
3.25

 
4.97

Southern
 
6.46

 
2.96

 
5.64

Illinois Basin
 
3.30

 
3.29

 
3.92

Northern Powder River Basin
 
2.63

 
2.72

 
2.22

 
 
 
 
 
 
 
Coal royalty revenues
 
 
 
 
 
 
Appalachia
 
 
 
 
 
 
Northern
 
$
607

 
$
1,172

 
$
662

Central
 
20,184

 
10,473

 
15,788

Southern
 
3,632

 
2,202

 
3,241

Total Appalachia
 
24,423

 
13,847


19,691

Illinois Basin
 
6,646

 
5,686

 
8,069

Northern Powder River Basin
 
2,498

 
2,652

 
2,323

Gulf Coast
 

 

 
1

Total coal royalty revenue
 
$
33,567

 
$
22,185


$
30,084

 
 
 
 
 
 
 
Other revenues
 
 
 
 
 
 
Minimums recognized as revenue
 
$
5,196

 
$
6,964

 
$
4,136

Transportation and processing fees
 
4,639

 
4,234

 
3,673

Property tax revenue
 
2,698

 
3,305

 
1,558

Wheelage
 
1,267

 
413

 
577

Coal override revenue
 
824

 
210

 
799

Hard mineral royalty revenues
 
1,244

 
890

 
969

Oil and gas royalty revenues
 
1,491

 
373

 
999

Other
 
212

 
844

 
1,476

Total other revenues
 
$
17,571

 
$
17,233


$
14,187

Coal royalty and other income
 
51,138

 
39,418


44,271

Gain on coal royalty and other segment asset sales
 
29

 
21,925

 
1,798

Total coal royalty and other segment revenues and other income
 
$
51,167

 
$
61,343


$
46,069








11




Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
Distributable Cash Flow
(In thousands)
 
 
 
 
 
Coal Royalty and Other
 
 
 
 
 
Corporate and Financing
 
 
 
 
 
Soda Ash
 
VantaCore
 
 
Total
 
 
(Unaudited)
Three Months Ended 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

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended 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

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities of continuing operations
 
$
43,118

 
$
12,250

 
$
3,720

 
$
(32,992
)
 
$
26,096

Add: proceeds from sale of PP&E
 

 

 
164

 

 
164

Add: proceeds from sale of mineral rights
 
6,855

 

 

 

 
6,855

Add: proceeds from sale of assets included in discontinued operations
 

 

 

 

 
(17
)
Add: return on long-term contract receivables—affiliate
 
391

 

 

 

 
391

Less: maintenance capital expenditures
 
(23
)
 

 
(752
)
 

 
(775
)
Distributable cash flow
 
$
50,341

 
$
12,250

 
$
3,132

 
$
(32,992
)
 
$
32,714


12




Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
Adjusted EBITDA
(In thousands)
 
 
 
 
 
Coal Royalty and Other
 
 
 
 
 
Corporate and Financing
 
 
 
 
 
Soda Ash
 
VantaCore
 
 
Total
 
 
(Unaudited)
Three Months Ended 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

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended 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

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
24,014

 
$
9,319

 
$
997

 
$
(30,519
)
 
$
3,811

Less: equity earnings from unconsolidated investment
 

 
(9,319
)
 

 

 
(9,319
)
Add: distributions from unconsolidated investment
 

 
12,250

 

 

 
12,250

Add: interest expense
 

 

 

 
23,305

 
23,305

Add: depreciation, depletion and amortization
 
8,270

 

 
3,493

 

 
11,763

Add: asset impairments
 
8,180

 

 
1,065

 

 
9,245

Adjusted EBITDA
 
$
40,464

 
$
12,250

 
$
5,555

 
$
(7,214
)
 
$
51,055






13




Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures
Adjusted Coal Royalty and Other Revenue
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
 
 
(Unaudited)
Coal royalty and other revenue
 
$
51,167

 
$
61,343

 
$
46,069

Less: gains on asset sales
 
(29
)
 
(21,925
)
 
(1,798
)
Adjusted coal royalty and other revenue
 
$
51,138

 
$
39,418

 
$
44,271


Adjusted Coal Royalty and Other Operating Income
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
 
 
(Unaudited)
Coal royalty and other operating income
 
$
35,094

 
$
44,418

 
$
24,014

Add: asset impairments
 
1,778

 
1,893

 
8,180

Less: gains on asset sales
 
(29
)
 
(21,925
)
 
(1,798
)
Adjusted coal royalty and other operating income
 
$
36,843

 
$
24,386

 
$
30,396



14




Natural Resource Partners L.P.
Reconciliation of Non-GAAP Measures Included in Conference Call
Adjusted Revenue and Other Income
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
 
 
(Unaudited)
Revenue and other income
 
$
88,697

 
$
95,826

 
88,112

Less: gains on asset sales
 
(44
)
 
(21,925
)
 
(1,801
)
Adjusted revenue and other income
 
$
88,653

 
$
73,901

 
$
86,311


Adjusted Corporate & Financing Costs
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
 
2017
 
2016
 
2016
 
 
(Unaudited)
Net income (loss) from continuing operations
 
$
(26,878
)
 
$
(26,811
)
 
$
(30,519
)
Add: debt modification expense
 
7,807

 

 

Add: warrant issuance expense
 
5,709

 

 

Add: performance based incentive compensation expense
 
3,847

 

 
3,713

Less: fair value adjustments for warrant liabilities
 
(16,569
)
 

 

Adjusted corporate and financing costs
 
$
(26,084
)
 
$
(26,811
)
 
$
(26,806
)


-end-

15