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Item 5. Market for Registrant’s Common Equity

2021-03-15 compared with 2020-02-27 · 6 added, 117 removed, 9 unchanged (93% of the section changed)

1 unchanged sentence

NRP Common Units

Our common units are listed and traded on the NYSE under the symbol "NRP." As of February 10, 2020 , there were approximately 13,180 beneficial and registered holders of our common units.

The computation of the approximate number of unitholders is based upon a broker survey.

Our common units are listed and traded on the NYSE under the symbol "NRP." As of March 8, 2021 , there were approximatel y 10,655 beneficial and registered holders of our common units.

The computation of the approximate number of unitholders is based u pon a broker survey.

Securities Authorized for Issuance under Equity Compensation Plans

1 unchanged sentence

The initial number of common units authorized for issuance pursuant to awards under the plan was 800,000.

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders — — 415,445 (1)

Equity compensation plans not approved by security holders

Equity compensation plans not approved by security holders n/a n/a n/a

Total — — 415,445

(1) As of December 31, 2020, 355,362 phantom units were outstanding under the plan.

1 unchanged sentence

SELECTED FINANCIAL DATA

The following table shows selected historical financial data for Natural Resource Partners L.P.

for the periods and as of the dates indicated.

We derived the information in the following tables from, and the information should be read together with and is qualified in its entirety by reference to, the historical financial statements and the accompanying notes included in " Item 8.

Financial Statements and Supplementary Data " in this and previously filed Annual Reports on Form 10-K.

These tables should be read together with " Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For the Year Ended December 31,

(In thousands, except per unit data)

Total revenues and other income

Asset impairments

Income (loss) from operations

Net income (loss) from continuing operations

Net income from continuing operations excluding impairments

Net income (loss) from discontinued operations

Net income (loss)

Per common unit amounts (basic)

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Per common unit amounts (diluted)

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Distributions paid per common unit

Average number of common units outstanding - basic

Average number of common units outstanding - diluted

Net cash provided by (used in)

Operating activities of continuing operations

Investing activities of continuing operations

Financing activities of continuing operations

Distributable cash flow (2)

Free cash flow (2)

Cash flow cushion (2)

Adjusted EBITDA (2)

Cash, cash equivalents and restricted cash

Current portion of long-term debt, net

Long-term debt, net

Long-term lease obligations (3)

Class A convertible preferred units

Partners’ capital

On January 1, 2018, NRP adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, and all the related amendments to all open contracts using the modified retrospective method.

NRP recognized a $70.5 million cumulative effect of adoption adjustment in the opening balance of partners' capital on January 1, 2018.

Comparative information for the years ended December 31, 2017, 2016 and 2015 have not been restated and continues to be reported under the standards in effect for those periods.

See "—Non-GAAP Financial Measures" below.

On January 1, 2019, NRP adopted Accounting Standards Codification (ASC) 842, Leases, and all the related amendments and recognized assets and liabilities on its Consolidated Balance Sheet for the present value of the rights and obligations created by all leases with terms of more than 12 months.

Non-GAAP Financial Measures

Distributable Cash Flow

Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivables;

less maintenance capital expenditures and distributions to non-controlling interest.

DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities.

DCF may not be calculated the same for us as for other companies.

In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders.

DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to asses our ability to make cash distributions and repay debt.

Free Cash Flow

Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables;

less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as financing activities and distributions to non-controlling interest.

FCF is calculated before mandatory debt repayments.

FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities.

FCF may not be calculated the same for us as for other companies.

FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

Cash Flow Cushion

Cash flow cushion represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables;

less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as financing activities, distributions to non-controlling interest, one-time beneficial items, mandatory Opco debt repayments, preferred unit distributions and common unit distributions.

Cash flow cushion 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.

Cash flow cushion is a supplemental liquidity measure used by our management to assess our ability to make or raise cash distributions to our common and preferred unitholders and our general partner and repay debt or redeem preferred units.

The following table reconciles net cash provided by operating activities of continuing operations (the most comparable GAAP financial measure) to DCF, FCF and cash flow cushion for the years ended December 31, 2019, 2018, 2017, 2016, and 2015:

For the Year Ended December 31,

(In thousands)

Net cash provided by operating activities of continuing operations

distributions from unconsolidated investment in excess of cumulative earnings

proceeds from asset sales and disposals

proceeds from sale of discontinued operations

return of long-term contract receivables

maintenance capital expenditures

distributions to non-controlling interest

Distributable cash flow

proceeds from asset sales and disposals

proceeds from sale of discontinued operations

expansion capital expenditures

acquisition costs classified as financing activities

Free cash flow

cash flow from one-time Hillsboro litigation settlement

mandatory Opco debt repayments

preferred unit distributions and redemption of PIK units

common unit distributions

Cash flow cushion

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations less equity earnings from unconsolidated investment, net income attributable to non-controlling interest and gain on reserve swap;

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, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income (loss), the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies.

In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements.

See " Item 8.

Financial Statements and Supplementary Data—Note 12.

Debt, Net " included elsewhere in this Annual Report on Form 10-K for a description of 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.

The following table reconciles net income (loss) from continuing operations (the most comparable GAAP financial measure) to Adjusted EBITDA for the years ended December 31, 2019, 2018, 2017, 2016, and 2015:

For the Year Ended December 31,

(In thousands)

Net income (loss) from continuing operations

equity earnings from unconsolidated investment

net income attributable to non-controlling interest

gain on reserve swap

total distributions from unconsolidated investment

interest expense, net

debt modification expense

loss on extinguishment of debt

depreciation, depletion and amortization

asset impairments

Adjusted EBITDA

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity