2 unchanged sentences
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 )
+Added: Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238) 54
Report of BDO USA, P.C.
Independent Registered Public Accounting Firm (PCAOB ID 243) 55
−Removed: Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID 34)
Consolidated Balance Sheets as of December 31, 2024 and 2023
8 unchanged sentences
(the Partnership) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income , partners’ capital, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.
+Added: In our opinion, based on our audits and the reports of PricewaterhouseCoopers LLP and BDO USA, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
We did not audit the financial statements of Sisecam Wyoming LLC (Sisecam Wyoming), a limited liability company in which the Partnership has a 49% interest.
−Removed: In the consolidated financial statements, the Partnership’s investment in Sisecam Wyoming is stated at $277 million and $306 million as of December 31, 2023 and 2022, respectively, and the Partnership’s equity in the net income of Sisecam Wyoming is stated at $73 million in 2023, $60 million in 2022 and $22 million in 2021.
−Removed: Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Sisecam Wyoming, is based solely on the reports of other auditors.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 7, 2024 expressed an unqualified opinion thereon.
+Added: In the consolidated financial statements, the Partnership’s investment in Sisecam Wyoming is stated at $257 million and $277 million as of December 31, 2024 and 2023, respectively, and the Partnership’s equity in earnings of Sisecam Wyoming is stated at $18 million in 2024, $73 million in 2023 and $60 million in 2022.
+Added: Those statements were audited by PricewaterhouseCoopers LLP for the year ended December 31, 2024 and BDO USA, P.C.
+Added: for the years ended December 31, 2023 and 2022 whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Sisecam Wyoming, is based solely on the reports of PricewaterhouseCoopers LLP and BDO USA, P.C.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
8 unchanged sentences
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.
+Added: We believe that our audits and the report of PricewaterhouseCoopers LLC and the reports of BDO USA P.C.
+Added: provide a reasonable basis for our opinion.
Critical Audit Matter
5 unchanged sentences
At December 31, 2024, the Partnership’s mineral rights, net totaled $380 million.
−Removed: As described in Note 2 to the consolidated financial statements, the Partnership evaluates its long-lived assets (inclusive of mineral rights) for possible impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be recoverable.
−Removed: Management evaluates various qualitative and quantitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
+Added: As described in Note 2 to the consolidated financial statements, the Partnership evaluates its long-lived assets (inclusive of mineral rights) for possible impairment whenever events or changes in circumstances indicate that the asset’s net book value may not be recoverable.
+Added: Management evaluates various qualitative and quantitative factors in determining whether or not events or changes in circumstances indicate that the net book value of an asset may not be recoverable.
Potential events or circumstances include, but are not limited to, reduction in economically recoverable tons or production ceasing on a property for an extended period.
2 unchanged sentences
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s impairment assessment process.
−Removed: We tested controls over the Partnership’s process for identifying and evaluating potential indicators of impairment pertaining to mineral rights and the related significant judgments.
−Removed: To test the Partnership’s mineral rights impairment assessment, our audit procedures included, among others, making inquiries of management (including personnel in operations) to understand changes in business, and evaluating the significant judgments used in the Partnership’s assessment.
+Added: We tested controls over the Partnership’s process for identifying and evaluating potential indicators of impairment pertaining to mineral rights and the related subjective judgments.
+Added: To test the Partnership’s mineral rights impairment assessment, our audit procedures included, among others, making inquiries of management (including personnel in operations) to understand changes in business, and evaluating the subjective judgments used in the Partnership’s assessment.
Specifically, we corroborated reserve information to new reserve studies when available.
−Removed: Additionally, we inspected the termination or significant modification of royalty-based lease contracts.
−Removed: We searched for and evaluated other publicly available information, such as legislative or regulatory changes and bankruptcy filings pertaining to their material lessees, that corroborates or contradicts management’s assessment.
+Added: Additionally, we inspected lease modifications of royalty-based lease contracts.
+Added: We searched for and evaluated other publicly available information pertaining to certain of their lessees, that corroborates or contradicts management’s assessment.
/s/ Ernst & Young LLP
1 unchanged sentence
Houston, Texas
−Removed: March 7, 2024
+Added: February 28, 2025
Report of Independent Registered Public Accounting Firm
−Removed: Board of Managers and Members of
−Removed: Sisecam Wyoming LLC
−Removed: Atlanta, Georgia
+Added: To the Board of Managers and Members of Sisecam Wyoming LLC
Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheets of Sisecam Wyoming LLC (the “Company”) as of December 31, 2023 and 2022, the related statements of operations and comprehensive income, members’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive income, of members' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.
+Added: We conducted our audit of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Board of Managers and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Agreements and Transactions with Affiliates
−Removed: As presented in the financial statements and further described in Note 13 to the financial statements, the Company’s accounts receivable – affiliates, due to affiliates, cost of products sold – affiliates, selling, general and administrative expenses – affiliates account balances were $55,171 thousand, $4,882 thousand, $5,343 thousand, and $20,753 thousand as of and for the year ended December 31, 2023, respectively.
−Removed: As the Company is a subsidiary and investee within two different global group structures, agreements directly between the Company and other affiliates, or indirectly between affiliates the Company does not control, can have a significant impact on recorded amounts or disclosures in the Company's financial statements, including any commitments and contingencies between the Company and affiliates or, potentially, third parties.
−Removed: We identified the agreements and transactions with affiliates as a critical audit matter.
−Removed: Management’s judgment was required in performing cost allocations and auditing these elements involved especially challenging auditor judgement due to the nature and extent of audit effort and knowledge required on the relationships and potential related costs allocations to address these matters.
−Removed: The primary procedures we performed to address this critical audit matter included:
−Removed: • Testing the Company’s affiliate listing for the year ended December 31, 2023, including testing the completeness and accuracy of the identification of the Company’s affiliate relationships, transactions, and commitments and contingencies originating outside of the Company by:
−Removed: (i) reading internal minutes, publicly available financial filings and news sources related to the Company and its affiliates outside of the Company,
−Removed: (ii) confirming with the Company’s ultimate parent companies the affiliate relationships, transactions, and commitments and contingencies are identified and disclosed by the Company,
−Removed: (iii) testing the accuracy of the cost allocations to ensure they are being recorded in the appropriate financial statement accounts.
−Removed: /s/ BDO USA, P.C.
−Removed: We have served as the Company's auditor since 2022.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Revenue Recognition – Sales to Others
+Added: As described in Note 2 to the financial statements, the Company’s sales to others was $578 million for the year ended December 31, 2024.
+Added: The Company’s revenues are recognized at a point-in-time when control of goods transfers to the customer.
+Added: The time at which delivery and transfer of title, and therefore control, occurs ranges from the point in time when the product leaves the Company’s facilities to agreed upon delivery points.
+Added: Agreed upon delivery points at which control of the product transfers includes points where product reaches the port of loading, a vessel, or other agreed location, thereby rendering the performance obligation fulfilled.
+Added: Management recognizes revenue as the amount of consideration expected to be received in exchange for transferring promised goods to customers.
+Added: The principal consideration for our determination that performing procedures relating to revenue recognition for sales to others is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for sales to others.
+Added: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
+Added: These procedures included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts;
+Added: and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.
+Added: /s/PricewaterhouseCoopers LLP
Charlotte, North Carolina
−Removed: March 7, 2024
+Added: February 28, 2025
+Added: We have served as the Company's auditor since 2024.
Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Managers and Members of
+Added: Board of Managers and Members of
Sisecam Wyoming LLC
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying statements of operations and comprehensive income, members' equity, and cash flows of Sisecam Wyoming LLC (the “Company”) for the year ended December 31, 2021, and the related notes that are included in Exhibit 99.1 (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2023, the related statements of operations and comprehensive income, members’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.
+Added: We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Deloitte & Touche LLP
−Removed: Atlanta, Georgia
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: /s/ BDO USA, P.C.
+Added: We served as the Company's auditor from 2022 to 2024.
+Added: Charlotte, North Carolina
March 7, 2024
−Removed: We began serving as the Company's auditor in 2008.
−Removed: In 2022 we became the predecessor auditor.
NATURAL RESOURCE PARTNERS L.P.
23 unchanged sentences
Accounts payable
−Removed: $ 885 $ 1,992
Accrued liabilities
14 unchanged sentences
Commitments and contingencies (see Note 15)
−Removed: Class A Convertible Preferred Units ( 71,666 and 250,000 units issued and outstanding at December 31, 2023 and 2022, respectively, at $ 1,000 par value per unit;
−Removed: liquidation preference of $ 1,850 per unit at December 31, 2023 and 2022) (See Note 4)
−Removed: $ 47,181 $ 164,587
+Added: Class A Convertible Preferred Units ( 71,666 units issued and outstanding at December 31, 2023 at $ 1,000 par value per unit) (See Note 4)
Partners’ capital
3 unchanged sentences
Warrant holders’ interest
−Removed: 23,095 47,964
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive loss
( 1,670 ) ( 3,122 )
27 unchanged sentences
Asset impairments
−Removed: 556 4,457 5,102
Total operating expenses
44 unchanged sentences
Issuance of unit-based awards
+Added: 155 — — — — —
Unit-based awards amortization and vesting, net
2 unchanged sentences
— — 112 — — 112
−Removed: Warrant settlement
−Removed: — 9,475 194 ( 18,852 ) — ( 9,183 )
Comprehensive income from unconsolidated investment and other
4 unchanged sentences
— 272,866 5,569 — — 278,435
+Added: Redemptions of preferred units
+Added: — ( 59,710 ) ( 1,219 ) — — ( 60,929 )
Distributions to common unitholders and the general partner
8 unchanged sentences
— — 142 — — 142
−Removed: Comprehensive income from unconsolidated investment and other
+Added: Warrant settlements
— ( 30,595 ) ( 625 ) ( 24,869 ) — ( 56,089 )
+Added: Comprehensive loss from unconsolidated investment and other
+Added: — — — — ( 21,839 ) ( 21,839 )
Balance at December 31, 2023
16 unchanged sentences
288 ( 41,742 ) ( 852 ) ( 23,095 ) — ( 65,689 )
−Removed: Comprehensive loss from unconsolidated investment and other
+Added: Comprehensive income from unconsolidated investment and other
— — — — 1,452 1,452
3 unchanged sentences
Net income includes $16.7 million of income attributable to preferred unitholders that accumulated during the period, of which $16.4 million is allocated to the common unitholders and $0.3 million is allocated to the general partner.
−Removed: Net income include s $16.7 million of income attributable to preferred unitholders that accumulated during the period, of whic h $16.4 million is allocated to the common unitholders and $0.3 million i s allocated to the general partner.
+Added: Net income includes $4.2 million of income attributable to preferred unitholders that accumulated during the period, of which $4.2 million is allocated to the common unitholders and $0.1 million is allocated to the general partner.
The accompanying notes are an integral part of these consolidated financial statements.
16 unchanged sentences
Asset impairments
−Removed: 556 4,457 5,102
Bad debt expense
41 unchanged sentences
— — ( 19,321 )
−Removed: Warrant settlements
−Removed: ( 56,089 ) — ( 9,183 )
−Removed: Acquisition of non-controlling interest in BRP
+Added: Warrant settlements (See Note 4)
( 65,689 ) ( 56,089 ) —
12 unchanged sentences
$ 15,452 $ 13,856 $ 25,265
−Removed: Non-cash investing and financing activities:
−Removed: Preferred unit distributions paid-in-kind
−Removed: $ — $ — $ 15,571
The accompanying notes are an integral part of these consolidated financial statements.
16 unchanged sentences
Robertson, Jr., owns all of the membership interest in GP Natural Resource Partners LLC.
−Removed: Pursuant to the Board Representation and Observation Rights Agreement with certain entities controlled by funds affiliated with Blackstone Inc.
−Removed: (collectively referred to as "Blackstone") and affiliates of GoldenTree Asset Management LP (collectively referred to as "GoldenTree"), Blackstone was entitled to appoint one of the directors of the board of directors of GP Natural Resource Partners LLC (the "Board of Directors").
−Removed: In 2023, NRP repurchased all of Blackstone's preferred units which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result.
−Removed: In connection with the repurchase, Blackstone's board designee resigned from the Board of Directors and all members of the Board of Directors are now appointed by RCM.
+Added: All members of the Board of Directors are appointed by RCM.
Summary of Significant Accounting Policies
81 unchanged sentences
Revenue from these interests is recognized over time based on when the coal is sold.
−Removed: Carbon neutral initiatives.
−Removed: Revenues related to consideration for carbon neutral initiatives that are recognized at a point in time upon satisfaction of NRP's performance obligation.
+Added: Carbon neutral revenues.
+Added: Revenues related to consideration for carbon neutral activities that are recognized at a point in time upon satisfaction of NRP's performance obligation.
Wheelage revenues.
9 unchanged sentences
Contract Modifications
−Removed: Contract modifications that impact goods or services or the transaction price are evaluated in accordance with ASC 606.
+Added: Contract modifications that impact goods or services or the transaction price are evaluated in accordance with Accounting Standards Codification 606.
A majority of the Partnership's contract modifications pertain to its coal and aggregates royalty contracts and include, but are not limited to, extending the lease term, changes to royalty rates, floor prices or minimum consideration, assignment of the contract or forfeiture of recoupment rights.
4 unchanged sentences
Contract assets include receivables from contracts with customers and are recorded when the right to consideration becomes unconditional.
−Removed: Receivables are recognized when the minimums are contractually owed, production occurs or minimums accrued for based on the passage of time.
+Added: Receivables are recognized when the minimums are contractually owed, production occurs or minimums are accrued for based on the passage of time.
Contract liabilities represent minimum consideration received, contractually owed or earned based on the passage of time.
35 unchanged sentences
Recently Adopted Accounting Standard
−Removed: On January 1, 2023, NRP adopted Accounting Standards Update ("ASU") 2020 - 06, Debt – Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 - 40 ) (“ASU 2020 - 06 )”.
−Removed: The ASU includes targeted improvements to earnings per share, which the Partnership adopted on a modified retrospective basis.
−Removed: The adoption of this ASU did not have a material impact on the Partnership’s Consolidated Financial Statements.
−Removed: Net Income Per Common Unit for the calculations of our basic and diluted net income per common unit.
−Removed: Class A Convertible Preferred Units and Warrants for disclosures related to our convertible preferred units and warrants.
−Removed: Recently Issued Accounting Standard
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023 - 07 — Segment Reporting (Topic 280 )—Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ).
+Added: In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07—Segment Reporting (Topic 280 )—Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ).
The amendments in ASU 2023 - 07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses.
−Removed: The guidance is effective for annual and interim periods beginning after December 15, 2023 and will be adopted retrospectively to all prior periods presented in the financial statements.
−Removed: NRP does not expect the adoption of ASU 2023 - 07 to have a material effect on its Consolidated Financial Statements.
+Added: The adoption of ASU 2023 - 07 with NRP's 2024 Form 10 -K did not have a material impact on the Partnership's Consolidated Financial Statements.
+Added: S egment Information for more information.
+Added: Recently Issued Accounting Standard
+Added: In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024 - 03" ).
+Added: ASU 2024 - 03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions.
+Added: The guidance is effective for annual periods beginning after December 15, 2026 and quarterly periods beginning after December 31, 2027 and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements.
+Added: NRP is currently evaluating the potential impact of this guidance on its Consolidated Financial Statements.
NATURAL RESOURCE PARTNERS L.P.
1 unchanged sentence
Revenues from Contracts with Customers
−Removed: The following table represents the Partnership's Mineral Rights segment revenues by major source:
+Added: The following table represents the Partnership's Mineral Rights segment revenues from contracts with customers by major source:
For the Year Ended December 31,
6 unchanged sentences
16,530 19,389 18,792
−Removed: Carbon neutral initiative revenues
+Added: Carbon neutral revenues (1)
15,703 2,969 8,600
17 unchanged sentences
8,597 12,411 17,876
−Removed: Total Mineral Rights segment revenues
+Added: Total Mineral Rights segment revenues from contracts with customers
$ 240,948 $ 291,144 $ 324,889
−Removed: Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $ 12.4 million, $1 7.9 million and $ 5.4 million for the year ended December 31, 2023, 2022 and 2021 , respectively.
−Removed: The remaining transportation and processing services revenues of $ 2.5 million , $ 3.2 million and $ 3.6 million for the year ended December 31, 2023, 2022 and 2021 , respectively, related to other NRP-owned infrastructure leased to and operated by third -party operators accounted for under other guidance.
−Removed: Financing Transaction for more information.
−Removed: The following table details the Partnership's Mineral Rights segment receivables and liabilities resulting from contracts with customers:
+Added: ( 1 ) During 2024, NRP recorded revenues of approximately $ 13.4 million from a third party related to its creation of California Air Resources Board carbon offset credits from our properties.
+Added: $ 11.3 million of this revenue was recorded in the three months ended December 31, 2024.
+Added: The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting from contracts with customers:
(In thousands)
4 unchanged sentences
Contract liabilities
+Added: Accounts payable (3)
Current portion of deferred revenue
−Removed: $ 4,599 $ 6,256
Deferred revenue
1 unchanged sentence
Other current assets, net includes short-term notes receivables from contracts with customers.
−Removed: Other long-term assets, net includes long-term lease amendment fee receivables from contracts with customers.
−Removed: The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue:
+Added: Other long-term assets, net includes amounts prepaid by NRP related to override agreements from contracts with customers as well as other long-term assets due from contracts with customers.
+Added: ( 3 ) Accounts payable includes override payments owed by NRP from contracts with customers.
+Added: The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers:
For the Year Ended December 31,
8 unchanged sentences
$ 60,155 $ 42,955 $ 46,437
−Removed: The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty and overriding royalty leases are as follows as of December 31, 2023 (in thousands):
+Added: The Partnership's non-cancelable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of December 31, 2024 (in thousands):
Lease Term (1)
8 unchanged sentences
NRP issued 250,000 preferred units to the preferred purchasers at a price of $ 1,000 per preferred unit (the "per unit purchase price"), less a 2.5 % structuring and origination fee.
−Removed: The preferred units entitle the preferred purchasers to receive cumulative distributions at a rate of 12 % of the purchase price per year, up to one half of which NRP may pay in additional preferred units (such additional preferred units, the "PIK units").
−Removed: The preferred units have a perpetual term, unless converted or redeemed as described below.
+Added: The preferred units entitled the preferred purchasers to receive cumulative distributions at a rate of 12 % of the purchase price per year, up to one half of which NRP may have paid in additional preferred units (such additional preferred units, the "PIK units").
+Added: The preferred units had a perpetual term, unless converted or redeemed.
+Added: However, in 2024 all remaining preferred units were redeemed and none of the Partnership's preferred units remain outstanding.
NRP also issued two tranches of warrants (the "warrants") to purchase common units to the preferred purchasers (warrants to purchase 1.75 million common units with a strike price of $ 22.81 and warrants to purchase 2.25 million common units with a strike price of $ 34.00 ).
−Removed: The warrants may be exercised by the holders thereof at any time before the eighth anniversary of the closing date.
−Removed: Upon exercise of the warrants, NRP may, at its option, elect to settle the warrants in common units or cash, each on a net basis.
−Removed: After March 2, 2022 and prior to March 2, 2025, the holders of the preferred units may elect to convert up to 33 % of the outstanding preferred units in any 12 -month period into common units if the volume weighted average trading price of our common units (the "VWAP") for the 30 trading days immediately prior to date notice is provided is greater than $ 51.00 .
−Removed: In such case, the number of common units to be issued upon conversion would be equal to the per unit purchase price plus the value of any accrued and unpaid distributions divided by an amount equal to a 7.5 % discount to the VWAP for the 30 trading days immediately prior to the notice of conversion.
−Removed: Rather than have the preferred units convert to common units in accordance with the provisions of this paragraph, NRP would have the option to elect to redeem the preferred units proposed to be converted for cash at a price equal to the per unit purchase price plus the value of any accrued and unpaid distributions.
−Removed: On or after March 2, 2025, the holders of the preferred units may elect to convert the preferred units to common units at a conversion rate equal to the Liquidation Value divided by an amount equal to a 10 % discount to the VWAP for the 30 trading days immediately prior to the notice of conversion.
−Removed: The “liquidation value” will be an amount equal to the greater of:
−Removed: ( 1 ) (a) the per unit purchase price multiplied by (i) prior to March 2, 2020, 1.50 , (ii) on or after March 2, 2020 and prior to March 2, 2021, 1.70 and (iii) on or after March 2, 2021, 1.85 , less (b)(i) all preferred unit distributions previously made by NRP and (ii) all cash payments previously made in respect of redemption of any PIK units;
−Removed: and ( 2 ) the per unit purchase price plus the value of all accrued and unpaid distributions.
−Removed: To the extent the holders of the preferred units have not elected to convert their preferred units before March 2, 2029, NRP has the right to force conversion of the preferred units at a price equal to the liquidation value divided by an amount equal to a 10 % discount to the VWAP for the 30 trading days immediately prior to the notice of conversion.
−Removed: In addition, NRP has the ability to redeem at any time (subject to compliance with its debt agreements) all or any portion of the preferred units and any outstanding PIK units for cash.
−Removed: The redemption price for each outstanding PIK unit is $ 1,000 plus the value of any accrued and unpaid distributions per PIK unit.
−Removed: The redemption price for each preferred unit is the liquidation value divided by the number of outstanding preferred units.
−Removed: The preferred units are redeemable at the option of the preferred purchasers only upon a change in control.
−Removed: The terms of the preferred units contain certain restrictions on NRP's ability to pay distributions on its common units.
−Removed: To the extent that either (i) NRP's consolidated Leverage Ratio, as defined in the Partnership's Fifth Amended and Restated Partnership Agreement dated March 2, 2017 ( the "Restated Partnership Agreement"), is greater than 3.25x, or (ii) the ratio of NRP's Distributable Cash Flow (as defined in the Restated Partnership Agreement) to cash distributions made or proposed to be made is less than 1.2x (in each case, with respect to the most recently completed four -quarter period), NRP may not increase the quarterly distribution above $ 0.45 per quarter without the approval of the holders of a majority of the outstanding preferred units.
−Removed: In addition, if at any time after January 1, 2022, any PIK units are outstanding, NRP may not make distributions on its common units until it has redeemed all PIK units for cash.
−Removed: The holders of the preferred units have the right to vote with holders of NRP’s common units on an as-converted basis and have other customary approval rights with respect to changes of the terms of the preferred units.
−Removed: In addition, pursuant to the Restated Partnership Agreement, Blackstone had certain approval rights over certain matters as identified in the Restated Partnership Agreement.
−Removed: GoldenTree has limited approval rights that expanded when Blackstone's ownership fell below the minimum preferred unit threshold (as defined below).
−Removed: These approval rights are not transferrable without NRP's consent and terminate at such time that Blackstone (together with their affiliates) or GoldenTree (together with their affiliates), as applicable, no longer own at least 20 % of the total number of preferred units issued on the closing date, together with all PIK units that have been issued but not redeemed (the "minimum preferred unit threshold").
−Removed: At the closing, pursuant to the Board Rights Agreement, the Preferred Purchasers received certain board appointment and observation rights, and Blackstone appointed one director and one observer to the Board of Directors.
−Removed: However, in 2023, we repurchased all of Blackstone's preferred units, which were subsequently retired and no longer remain outstanding, and all rights of Blackstone related thereto ceased as a result.
−Removed: In connection with the repurchase, Blackstone's board designee resigned from the Board of Directors.
−Removed: GoldenTree did not exercise its one -time option pursuant to the Board Rights Agreement to appoint either a director or an observer to the Board of Directors within 30 days of receipt of notice that Blackstone (and their affiliates) no longer own the Minimum Preferred Unit Threshold and GoldenTree no longer has the right to appoint either a director or an observer to the Board of Directors.
−Removed: NRP also entered into a registration rights agreement (the "preferred unit and warrant registration rights agreement") with the preferred purchasers, pursuant to which NRP is required to file (i) a shelf registration statement to register the common units issuable upon exercise of the warrants and to cause such registration statement to become effective not later than 90 days following the closing date and (ii) a shelf registration statement to register the common units issuable upon conversion of the preferred units and to cause such registration statement to become effective not later than the earlier of the fifth anniversary of the closing date or 90 days following the first issuance of any common units upon conversion of preferred units.
−Removed: In addition, the preferred unit and warrant registration rights agreement gives the preferred purchasers piggyback registration and demand underwritten offering rights under certain circumstances.
−Removed: The shelf registration statement to register the common units issuable upon exercise of the warrants became effective on April 20, 2017.
−Removed: The shelf registration statement to register the common units issuable upon exercise of the preferred units became effective on February 11, 2022.
−Removed: NATURAL RESOURCE PARTNERS L.P.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
+Added: The warrants were exercisable by the holders thereof at any time before the eighth anniversary of the closing date.
+Added: Upon exercise of the warrants, NRP may have, at its option, elected to settle the warrants in common units or cash, each on a net basis.
+Added: However, in 2024 all remaining warrants were settled and none of the Partnership's warrants remain outstanding.
Accounting for the Preferred Units and Warrants
Classification
−Removed: The preferred units are accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may be exercised at the election of preferred purchasers.
−Removed: The warrants are accounted for as equity on NRP's Consolidated Balance Sheets.
+Added: The preferred units were accounted for as temporary equity on NRP's Consolidated Balance Sheets due to certain contingent redemption rights that may have been exercised at the election of preferred purchasers.
+Added: The warrants were accounted for as equity on NRP's Consolidated Balance Sheets.
Initial Measurement
3 unchanged sentences
Preferred Units
−Removed: Subsequent adjustment of the preferred units will not occur until NRP has determined that the conversion or redemption of all or a portion of the preferred units is probable of occurring.
−Removed: Once conversion or redemption becomes probable, the carrying amount of the preferred units will be accreted to their redemption value over the period from the date conversion or redemption becomes probable of occurring to the date the preferred units can first be converted or redeemed.
−Removed: In 2023, the Partnership received notices from holders of the preferred units exercising their right to either convert or redeem, at the election of NRP, an aggregate of 83,333 preferred units.
−Removed: The Partnership chose to redeem the preferred units for $ 83.3 million in cash rather than converting them into common units.
−Removed: In 2023, the Partnership also executed negotiated transactions with holders of the preferred units pursuant to which it repurchased and retired an aggregate of 95,001 preferred units for $ 95.0 million in cash.
−Removed: Of the originally issued 250,000 preferred units, 71,666 preferred units remain outstanding as of December 31, 2023.
−Removed: Following these redemptions and repurchases, the subject preferred units were retired and no longer remain outstanding, and Blackstone ceased to own any preferred units.
−Removed: All rights of Blackstone related to its ownership of preferred units, including Blackstone's right to appoint a board designee have ceased.
+Added: During the year ended December 31, 2024, the Partnership redeemed a total of 71,666 preferred units for $ 71.7 million in cash.
+Added: During the year ended December 31, 2023, the Partnership redeemed a total of 178,334 preferred unit for $ 178.3 million in cash.
+Added: Of the originally issued 250,000 preferred units, no preferred units remained outstanding as of December 31, 2024 .
+Added: and 71,666 preferred units remained outstanding as of December 31, 2023.
+Added: The preferred units had a $ 47.2 million carrying value included in class A convertible preferred units on the Partnership's Consolidated Balance Sheets at December 31, 2023.
Activity related to the preferred units is as follows:
2 unchanged sentences
269,321 $ 183,908
−Removed: Distribution paid-in-kind
+Added: Redemption of preferred units paid-in-kind
( 19,321 ) ( 19,321 )
1 unchanged sentence
250,000 $ 164,587
−Removed: Redemption of preferred units paid-in-kind
+Added: Redemption of preferred units
( 178,334 ) ( 117,406 )
4 unchanged sentences
Balance at December 31, 2024
−Removed: 71,666 $ 47,181
NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
−Removed: Subsequent adjustment of the warrants will not occur until the warrants are exercised, at which time, NRP may, at its option, elect to settle the warrants in common units or cash, each on a net basis.
−Removed: The net basis will be equal to the difference between the Partnership's common unit price and the strike price of the warrant.
−Removed: Once warrant exercise occurs, the difference between the carrying amount of the warrants and the net settlement amount will be allocated on a pro-rata basis to the common unitholders and general partner.
−Removed: In 2023, the Partnership negotiated transactions with holders of the Partnership's warrants pursuant to which the Partnership repurchased and retired an aggregate of 752,500 warrants with a strike price of $ 22.81 and 710,000 warrants with a strike price of $ 34.00 for approximately $ 56.1 million in cash.
−Removed: As of December 31, 2023, 1,540,000 warrants with a strike price of $ 34.00 remained outstanding.
−Removed: As of December 31, 2022, 3,002,500 warrants remained outstanding, which included warrants to purchase 752,500 common units at a strike price of $ 22.81 and warrants to purchase 2,250,00 common units at a strike price of $34.00.
−Removed: These warrants had a $ 23.1 million and $48.0 million carrying value included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at December 31, 2023 and December 31, 2022, respectively.
−Removed: On November 10, 2021 ( the "exercise date"), Blackstone exercised all of its 997,500 warrants with a strike price of $ 22.81 and NRP settled the warrants in cash on a net basis.
−Removed: NRP delivered the net cash settlement amount of $ 9.2 million.
−Removed: The 15 -day VWAP ending on the business day prior to the exercise date was $ 32.02 .
−Removed: Activity related to the warrants is as follows:
−Removed: (In thousands, except warrant data)
−Removed: Balance at December 31, 2020
−Removed: 4,000,000 $ 66,816
−Removed: Warrant settlement
−Removed: ( 997,500 ) ( 18,852 )
−Removed: Balance at December 31, 2021 and 2022
−Removed: 3,002,500 $ 47,964
−Removed: Warrant settlement
−Removed: ( 1,462,500 ) ( 24,869 )
−Removed: Balance at December 31, 2023
−Removed: 1,540,000 $ 23,095
+Added: During the year ended December 31, 2024, the Partnership settled a total of 1,540,000 warrants to purchase common units with a strike price of $ 34.00 .
On January 29, 2024 ( the "January 2024 exercise date"), holders of the Partnership's warrants exercised 462,165 warrants at a strike price of $ 34.00 .
10 unchanged sentences
The Partnership settled these warrants on a net basis with $ 29.7 million in cash.
−Removed: Following these transactions, of the originally issued 4,000,000 warrants, 320,335 warrants with a strike price of $ 34.00 remain outstanding.
−Removed: As a result of these settlements, warrant holders' interest on the Partnership's Statement of Partners' Capital decreased by $ 18.3 million during the first quarter of 2024.
−Removed: Certain embedded features within the preferred unit and warrant purchase agreement are accounted for at fair value and are remeasured each quarter.
+Added: In April 2024 ( the "April 2024 exercise date"), holders of the Partnership's warrants exercised 320,335 warrants at a strike price of $ 34.00 .
+Added: The Partnership settled the warrants on a net basis with $ 10.0 million in cash and 89,059 common units.
+Added: The 15 -day VWAP ending on the business day prior to the April 2024 exercise date was $ 90.33 .
+Added: In 2023, the Partnership negotiated transactions with holders of the Partnership's warrants pursuant to which the Partnership repurchased and retired an aggregate of 752,500 warrants with a strike price of $ 22.81 and 710,000 warrants with a strike price of $ 34.00 for approximately $ 56.1 million in cash.
+Added: As of December 31, 2024 , zero warrants remained outstanding.
+Added: Of the originally issued 4,000,000 warrants, no warrants remain outstanding as of December 31, 2024 and 1,540,000 warrants to purchase common units with a strike price of $ 34.00 were outstanding as of December 31, 2023.
+Added: These warrants had a carrying value of $ 23.1 million included in warrant holders' interest within partners' capital on the Partnership's Consolidated Balance Sheets at December 31, 2023.
+Added: Activity related to the warrants is as follows:
+Added: (In thousands, except warrant data)
+Added: Balance at December 31, 2021 and 2022
+Added: 3,002,500 $ 47,964
+Added: Warrant settlement
+Added: ( 1,462,500 ) ( 24,869 )
+Added: Balance at December 31, 2023
+Added: 1,540,000 $ 23,095
+Added: Warrant settlements
+Added: ( 1,540,000 ) ( 23,095 )
+Added: Balance at December 31, 2024
+Added: Embedded Features
+Added: Certain embedded features within the preferred unit and warrant purchase agreement were accounted for at fair value and were remeasured each quarter.
Fair Value Measurements for further information regarding valuation of these embedded derivatives.
2 unchanged sentences
Common and Preferred Unit Distributions
−Removed: The Partnership makes distributions to common and preferred unitholders on a quarterly basis, subject to approval by the Board of Directors.
+Added: The Partnership makes cash distributions to common unitholders and made cash distributions to preferred unitholders on a quarterly basis, subject to approval by the Board of Directors.
NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.
1 unchanged sentence
The general partner is entitled to receive 2 % of such distributions.
−Removed: Income available to common unitholders and the general partner is adjusted by preferred unit distributions that accumulated during the period.
−Removed: NRP adjusted net income available to common unitholders and the general partner by $ 16.7 million, $ 30.0 million and $ 31.6 million during the year ended December 31, 2023, 2022 and 2021 , respectively as a result of accumulated preferred unit distributions earned during the period.
+Added: Income available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period.
+Added: NRP reduced net income available to common unitholders and the general partner by $ 4.2 million, $ 16.7 million and $ 30.0 million during the year ended December 31, 2024, 2023 and 2022 , respectively, as a result of accumulated preferred unit distributions earned during the period.
Income available to common unitholders and the general partner is also reduced by the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred units.
−Removed: As such, NRP reduced net income available to common unitholders and the general partner by $ 60.9 million during the year ended December 31, 2023.
−Removed: The following table shows the distributions declared and paid to common and preferred unitholders during the year ended December 31, 2023, 2022 and 2021 , respectively:
−Removed: Cash Distributions
−Removed: Paid-in-kind Distributions
+Added: As such, NRP reduced net income available to common unitholders and the general partner by $ 24.5 million and $ 60.9 million during the year ended December 31, 2024 and 2023, respectively.
+Added: The following table shows the cash distributions declared and paid to common and preferred unitholders during the year ended December 31, 2024, 2023 and 2022 , respectively:
Preferred Units
5 unchanged sentences
$ 0.75 $ 9,918 $ 30.00 $ 2,150
−Removed: January 1 - February 8, 2023
−Removed: — — 12.33 586 —
Special Distribution
6 unchanged sentences
0.75 9,986 30.00 950
−Removed: April 1 - June 30, 2023
−Removed: 0.75 9,669 30.00 3,650 —
−Removed: June 30 - August 8, 2023
−Removed: — — 12.33 432 —
September (4)
−Removed: June 30 - September 12, 2023
+Added: July 1 - September 3, 2024
— — 20.68 655
5 unchanged sentences
— — 12.33 586
+Added: Special Distribution
+Added: 2.43 31,329 — —
January 1 - March 31, 2023
0.75 9,669 30.00 6,075
+Added: April 1 - May 5, 2023
+Added: — — 11.33 406
April 1 - June 2, 2023
— — 20.33 915
+Added: April 1 - June 30, 2023
+Added: 0.75 9,669 30.00 3,650
+Added: June 30 - August 8, 2023
+Added: — — 12.33 432
+Added: September (10)
+Added: June 30 - September 12, 2023
+Added: — — 23.67 355
July 1 - September 30, 2023
2 unchanged sentences
$ 0.45 $ 5,672 $ 30.00 $ 7,500
+Added: February (11)
+Added: January 1 - February 8, 2022
+Added: — — 13.35 258
January 1 - March 31, 2022
5 unchanged sentences
( 1 ) Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.
+Added: ( 2 ) Special distribution was made to help cover unitholder tax liabilities associated with owning NRP common units during 2023.
+Added: ( 3 ) Relates to accrued distribution paid upon the redemption of 40,000 preferred units in May 2024
+Added: ( 4 ) Relates to accrued distribution paid upon the redemption of 31,666 preferred units in September 2024.
Relates to accrued distribution paid upon the redemption of 47,499 preferred units in February 2023.
13 unchanged sentences
Distributions declared in the period and undeclared distributions on the preferred units that accumulated during the period are added back to the numerator for purposes of the if-converted calculation.
−Removed: The calculation of diluted net income per common unit for the year ended December 31, 2023 includes the assumed conversion of the remaining preferred units while it does not include the assumed conversion of the preferred units that were redeemed during the year ended December 31, 2023 as the inclusion of these units would be anti-dilutive.
−Removed: The calculation of diluted net income per common unit for the year ended December 31, 2022 and 2021 includes the assumed conversion of the preferred units.
+Added: The calculation of diluted net income per common unit for the year ended December 31, 2024, 2023 and 2022 includes the assumed conversion of the preferred units that remained outstanding during the respective period.
+Added: The calculation of diluted net income per common unit for the year ended December 31, 2024 and 2023 does not include the assumed conversion of preferred units that were redeemed during the period, as the inclusion of these units would be anti-dilutive.
The dilutive effect of the warrants is calculated using the treasury stock method, which assumes that the proceeds from the exercise of these instruments are used to purchase common units at the average market price for the period.
−Removed: The calculation of diluted net income per common unit for the year ended December 31, 2023 includes the net settlement of warrants to purchase 1,540,000 common units with a strike price of $ 34.00 .
−Removed: The calculation of diluted net income per common unit for the year ended December 31, 2022 includes the net settlement of warrants to purchase 752,500 common units with a strike price of $ 22.81 and the net settlement of warrants to purchase 2,250,000 common units with a strike price of $34.00.
−Removed: The calculation of diluted net income per common unit for the year ended December 31, 2021 includes the net settlement of warrants to purchase 752,500 common units with a strike price of $ 22.81 but does not include the net settlement of warrants to purchase 2,250,000 common units with a strike price of $ 34.00 because the impact would have been anti-dilutive.
+Added: The calculation of diluted net income per common unit for the year ended December 31, 2024, 2023 and 2022 includes the net settlement of the warrants for the period during which they were outstanding.
The following table reconciles the numerators and denominators of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit:
14 unchanged sentences
dilutive effect of warrants
+Added: 139 1,202 783
dilutive effect of unvested unit-based awards
29 unchanged sentences
Costs incurred by these departments include interest and financing, corporate headquarters and overhead, centralized treasury, legal and accounting and other corporate-level activity not specifically allocated to a segment and are included in general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
+Added: NRP’s Chief Operating Decision Makers (“CODM”) are its Chief Executive Officer and President and Chief Operating Officer.
+Added: Together, they evaluate the Partnership’s performance monthly through a review of the segments’ net income and free cash flow as compared to budget and utilize this information to assess the segments’ performance and allocate resources.
+Added: NRP does not conduct operations on any of its assets or directly engage in any type of industrial activity.
+Added: Instead, it leases its mineral and other rights to companies that conduct operations on its properties in exchange for paying royalties and other fees to the Partnership.
+Added: Operating expenses, capital costs and other liabilities arising out of production activities are borne entirely by NRP's lessees.
+Added: In the case of its soda ash investment, operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC.
+Added: As such, none of the Partnership's expenses are considered to affect the trends reflected in the segments or consolidated information nor are they considered important to NRP’s future profitability.
+Added: Accordingly, NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) and long-term incentive compensation as well as interest expense and property tax expense.
+Added: The Partnership is responsible for paying property taxes on the properties it owns.
+Added: Typically, NRP's lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties and this reimbursement amount is included within the Mineral Rights segment revenues.
+Added: Reclassifications have been made to prior year amounts to conform with current year presentation.
+Added: NATURAL RESOURCE PARTNERS L.P.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
The following table summarizes certain financial information for each of the Partnership's business segments:
5 unchanged sentences
$ 245,027 $ — $ — $ 245,027
+Added: Equity in earnings of Sisecam Wyoming
+Added: — 18,135 — 18,135
Gain on asset sales and disposals
+Added: Total revenues and other income
$ 249,872 $ 18,135 $ — $ 268,007
−Removed: Operating and maintenance expenses
+Added: Compensation (salaries, benefits and bonus)
$ 7,948 $ — $ 8,570 $ 16,518
−Removed: Depreciation, depletion and amortization
+Added: Long-term incentive compensation (1)
1,785 — 9,466 11,251
−Removed: General and administrative expenses
+Added: Property taxes
7,704 — — 7,704
+Added: Depreciation, depletion and amortization
+Added: 15,517 — 18 15,535
Asset impairments
−Removed: Other expenses, net
+Added: Interest expense, net (2)
— — 15,554 15,554
+Added: Other segment items (3)
+Added: 10,428 171 7,115 17,714
Net income (loss)
4 unchanged sentences
$ 293,656 $ — $ — $ 293,656
+Added: Equity in earnings of Sisecam Wyoming
+Added: — 73,397 — 73,397
Gain on asset sales and disposals
2,956 — — 2,956
−Removed: Operating and maintenance expenses
+Added: Total revenues and other income
$ 296,612 $ 73,397 $ — $ 370,009
−Removed: Depreciation, depletion and amortization
+Added: Compensation (salaries, benefits and bonus)
$ 8,382 $ — $ 10,204 $ 18,586
−Removed: General and administrative expenses
+Added: Long-term incentive compensation (4)
2,022 — 8,711 10,733
+Added: Property taxes
+Added: 6,758 — — 6,758
+Added: Depreciation, depletion and amortization
+Added: 18,471 — 18 18,489
Asset impairments
+Added: Interest expense, net (2)
— — 14,103 14,103
−Removed: Other expenses, net
+Added: Other segment items (3)
14,896 257 7,196 22,349
5 unchanged sentences
$ 328,085 $ — $ — $ 328,085
+Added: Equity in earnings of Sisecam Wyoming
+Added: — 59,795 — 59,795
Gain on asset sales and disposals
−Removed: Operating and maintenance expenses
+Added: Total revenues and other income
$ 329,167 $ 59,795 $ — $ 388,962
−Removed: Depreciation, depletion and amortization
+Added: Compensation (salaries, benefits and bonus)
$ 8,206 $ — $ 9,388 $ 17,594
−Removed: General and administrative expenses
+Added: Long-term incentive compensation (5)
1,259 — 4,505 5,764
+Added: Property taxes
+Added: 6,389 — — 6,389
+Added: Depreciation, depletion and amortization
+Added: 22,519 — — 22,519
Asset impairments
4,457 — — 4,457
−Removed: Other expenses, net
+Added: Interest expense, net (2)
— — 26,274 26,274
+Added: Loss on extinguishment of debt
+Added: — — 10,465 10,465
+Added: Other segment items (3)
+Added: 18,889 160 7,959 27,008
Net income (loss)
$ 267,448 $ 59,635 $ ( 58,591 ) $ 268,492
+Added: Long-term incentive compensation for the year ended December 31, 2024 includes ( 1 ) Mineral Rights segment:
+Added: $ 1.4 million of equity compensation and $ 0.4 million of cash compensation;
+Added: ( 2 ) Corporate & Financing segment:
+Added: $ 9.1 million of equity compensation and $ 0.4 of cash compensation
+Added: ( 2 ) Included in interest expense, net was $ 0.7 million, $ 0.3 million and $ 0.3 million of interest income for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Other segment items in the Mineral Rights segment primarily include:
+Added: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent and professional fees.
+Added: Other segment items in the Soda Ash segment primarily include professional fees.
+Added: Other segment items in the Corporate and Financing segment primarily include:
+Added: insurance, legal, information technology, shared facility services, rent and professional fees.
+Added: ( 4 ) Long-term incentive compensation for the year ended December 31, 2023 includes ( 1 ) Mineral Rights segment:
+Added: $ 1.4 million of equity compensation and $ 0.6 million of cash compensation;
+Added: ( 2 ) Corporate & Financing segment:
+Added: $ 8.4 million of equity compensation and $ 0.3 million of cash compensation
+Added: ( 5 ) Long-term incentive compensation for the year ended December 31, 2022 includes ( 1 ) Mineral Rights segment:
+Added: $ 0.8 million of equity compensation and $ 0.5 million of cash compensation;
+Added: ( 2 ) Corporate & Financing segment:
+Added: $ 4.1 million of equity compensation and $ 0.3 million of cash compensation
NATURAL RESOURCE PARTNERS L.P.
17 unchanged sentences
$ 257,355 $ 276,549 $ 306,470
−Removed: Amounts reclassified into income out of accumulated other comprehensive loss were $( 17.9 ) million, $( 6.8 ) million and $ 0.0 million for the year ended December 31, 2023, 2022 and 2021 , respectively.
+Added: Amounts reclassified into income out of accumulated other comprehensive loss was $ 6.0 million, $( 17.9 ) million and $( 6.8 ) million for the year ended December 31, 2024, 2023 and 2022 , respectively.
The difference between the amount at which the investment in Sisecam Wyoming is carried and the amount of underlying equity in Sisecam Wyoming's net assets was $ 111.9 million and $ 116.6 million as of December 31, 2024 and 2023 , respectively.
39 unchanged sentences
Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $ 14.8 million, $ 17.3 million and $ 20.9 million for the year ended December 31, 2024, 2023 and 2022 , respectively.
+Added: During the year ended December 31, 2024, the Partnership recorded a gain $ 4.8 million, included in gain on asset sales and disposals on the Consolidated Statements of Comprehensive Income primarily related to a coal property condemnation in the second quarter of 2024.
+Added: During the years ended December 31, 2023 and 2022, the Partnership had $ 3.0 million and $ 1.1 million, respectively, included in gains on asset sales and disposals on the Consolidated Statements of Comprehensive Income.
Impairment of Mineral Rights
6 unchanged sentences
$ 87 $ 556 $ 4,457
−Removed: The Partnership recorded $ 0.6 million of impairment expense during the year ended December 31, 2023 .
+Added: The Partnership recorded $ 0.1 million and $ 0.6 million of impairment expense during the year ended December 31, 2024 and 2023, respectively.
The Partnership recorded $ 4.4 million of impairment expense during the year ended December 31, 2022 primarily related to assets whose undiscounted future net cash flows were less than their net book values.
1 unchanged sentence
The fair value of the impaired asset at December 31, 2022 was calculated using a discount rate of 15 %.
−Removed: The Partnership recorded $ 5.0 million of impairment expense during the year ended December 31, 2021 primarily related to the full impairment of an asset resulting from a lease termination.
−Removed: NRP compared the net book value of its coal properties to estimated undiscounted future net cash flows.
+Added: NRP compared the net book value of its mineral rights to estimated undiscounted future net cash flows.
If the net book value exceeded the undiscounted future cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value.
2 unchanged sentences
Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows.
−Removed: The Partnership recorded $ 0.1 million of aggregates royalty property impairments during the years ended December 31, 2022 and 2021.
−Removed: NRP compared the net book value of its aggregates properties to estimated undiscounted future net cash flows.
−Removed: If the net book value exceeded the undiscounted cash flows, the Partnership recorded an impairment for the excess of the net book value over fair value.
−Removed: A discounted cash flow model was used to estimate the level 3 fair value.
−Removed: Significant inputs used to determine fair value include estimates of future cash flows from aggregates sales and minimum payments, discount rate and useful economic life.
−Removed: Estimated cash flows are the product of a process that began with current realized pricing as of the measurement date and included an adjustment for risk related to the future realization of cash flows.
+Added: The impairment recorded during the year ended December 31, 2022 was based on the estimated fair value of the assets versus its net book value and is a level 3 non-recurring fair value estimate.
NATURAL RESOURCE PARTNERS L.P.
14 unchanged sentences
Estimated Amortization Expense
−Removed: NATURAL RESOURCE PARTNERS L.P.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
The Partnership's debt consists of the following:
3 unchanged sentences
Opco Senior Notes
−Removed: 5.55 % with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023
−Removed: 4.73 % with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023
5.82 % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
−Removed: 12,685 25,368
8.92 % with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024
15 unchanged sentences
2025 Senior Notes
−Removed: In 2022, NRP redeemed all $ 300 million of its 2025 Senior Notes.
−Removed: Included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, are $ 7.2 million of call premium and fees and the write off of $ 3.1 million of debt issuance costs.
+Added: In 2022, NRP redeemed all $ 300 million of its 9.125 % senior notes due 2025 ( "2025 Senior Notes").
+Added: Included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, are $ 7.2 million of call premium and fees and the write off of $ 3.1 million of debt issuance costs related to the redemption of the 2025 Senior Notes.
The cash paid for call premiums and fees is included in other items, net under cash used in financing activities on the Consolidated Statements of Cash Flows.
−Removed: The following describes the terms of the 2025 Senior Notes prior to their redemption.
−Removed: The 2025 Senior Notes were issued under an Indenture dated as of April 29, 2019 ( the "2025 Indenture"), bore interest at 9.125 % per year and would have matured on June 30, 2025.
−Removed: Interest was payable semi-annually on June 30 and December 30.
−Removed: NRP had the option to redeem the 2025 Senior Notes, in whole or in part, at any time on or after October 30, 2021, at the redemption prices (expressed as percentages of principal amount) of 104.563 % for the 12 -month period beginning October 30, 2021, 102.281 % for the 12 -month period beginning October 30, 2022, and thereafter at 100.000 %, together, in each case, with any accrued and unpaid interest to the date of redemption.
−Removed: In the event of a change of control, as defined in the 2025 Indenture, the holders of the 2025 Senior Notes may have required us to purchase their 2025 Senior Notes at a purchase price equal to 101 % of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest, if any.
−Removed: The 2025 Senior Notes were issued at par.
−Removed: The 2025 Senior Notes were the senior unsecured obligations of NRP.
−Removed: The 2025 Senior Notes ranked equal in right of payment to all existing and future senior unsecured debt of NRP and senior in right of payment to any of NRP's subordinated debt.
−Removed: The 2025 Senior Notes were effectively subordinated in right of payment to all future secured debt of NRP to the extent of the value of the collateral securing such indebtedness was structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries, including the Opco Credit Facility and each series of Opco’s existing senior notes.
−Removed: None of NRP's subsidiaries guaranteed the 2025 Senior Notes.
NATURAL RESOURCE PARTNERS L.P.
6 unchanged sentences
Lender commitments under the Opco Credit Facility increased from $ 130.0 million to $ 155.0 million, with the ability to expand such commitments to $ 200.0 million with the addition of future commitments.
−Removed: The Sixth Amendment also includes modifications to Opco's ability to declare and make certain restricted payments.
+Added: In February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $ 30.0 million from $ 155.0 million to $ 185.0 million and subsequently by $ 15.0 million from $ 185.0 million to $ 200.0 million.
+Added: These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility.
+Added: In connection with the initial increase, a new lender joined the lending group with a commitment of $ 30.0 million.
+Added: In October 2024, NRP entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029.
+Added: The Seventh Amendment also removed reference to the preferred units and warrants, which are no longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.
Indebtedness under the Opco Credit Facility bears interest, at Opco's option, at:
3 unchanged sentences
a rate equal to SOFR plus an applicable margin ranging from 3.50 % to 4.50 %.
−Removed: During the year ended December 31, 2022, the Partnership borrowed $ 70.0 million under the Opco Credit Facility, resulting in $ 70.0 million in borrowings outstanding and $ 60.0 million of available borrowing capacity under the Opco Credit Facility as of December 31, 2022.
During the year ended December 31, 2023 , the Partnership borrowed $ 248.8 million and repaid $ 223.0 million, resulting in $ 95.8 million in borrowings outstanding and $ 59.2 of available borrowing capacity under the Opco Credit Facility as of December 31, 2023 .
−Removed: The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, 2023 and 2022 were 8.70 % and 7.17 %, respectively.
+Added: During the year ended December 31, 2024 the Partnership borrowed $ 167.9 million and repaid $ 150.0 million, resulting in $ 113.7 million in borrowings outstanding and $ 86.3 million of available borrowing capacity under the Opco Credit Facility as of December 31, 2024 .
+Added: The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, 2024 and 2023 was 8.77 % and 8.70 %, respectively.
Opco will incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.50 % per annum.
2 unchanged sentences
A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 3.0x.
+Added: As of December 31, 2024, this ratio was 0.6x;
an interest coverage ratio of consolidated EBITDDA to consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0.
+Added: As of December 31, 2024, this ratio was 14.7x.
The Opco Credit Facility contains certain additional customary negative covenants that, among other items, restrict Opco’s ability to incur additional debt, grant liens on its assets, make investments, sell assets and engage in business combinations.
4 unchanged sentences
Financing Transaction .
−Removed: In February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $ 30.0 million from $ 155.0 million to $ 185.0 million and subsequently by $ 15.0 million from $ 185.0 million to $ 200.0 million.
−Removed: These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility.
−Removed: In connection with the initial increase, a new lender joined the lending group with a commitment of $ 30.0 million.
−Removed: The Opco Credit Facility otherwise continues to operate under its existing terms and conditions in all material respects.
NATURAL RESOURCE PARTNERS L.P.
2 unchanged sentences
Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates.
+Added: As of December 31, 2024, only the 5.03% and 5.18% Opco Senior Notes, both due December 31, 2026, remain outstanding.
+Added: These Opco Senior Notes have principal due annually in December and interest due semi-annually in June and December.
As of December 31, 2024 and 2023 , the Opco Senior Notes had cumulative principal balances of $ 28.7 million and $ 59.7 million, respectively.
−Removed: Opco made mandatory principal payments on the Opco Senior Notes of $ 39.4 million during the years ended December 31, 2023, 2022 and 2021 .
+Added: Opco made mandatory principal payments on the Opco Senior Notes of $ 31.0 , $ 39.4 and $ 39.4 million during the year ended December 31, 2024, 2023 and 2022 , respectively.
The Note Purchase Agreements relating to the Opco Senior Notes contain covenants requiring Opco to:
3 unchanged sentences
In addition, the Note Purchase Agreements include a covenant that provides that, in the event Opco or any of its subsidiaries is subject to any additional or more restrictive covenants under the agreements governing its material indebtedness (including the Opco Credit Facility and all renewals, amendments or restatements thereof), such covenants shall be deemed to be incorporated by reference in the Note Purchase Agreements and the holders of the Notes shall receive the benefit of such additional or more restrictive covenants to the same extent as the lenders under such material indebtedness agreement.
−Removed: The 8.92 % Opco Senior Notes also provides that in the event that Opco’s leverage ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the Note Purchase Agreements) exceeds 3.75 to 1.00 at the end of any fiscal quarter, then in addition to all other interest accruing on these notes, additional interest in the amount of 2.00 % per annum shall accrue on the notes for the two succeeding quarters and for as long thereafter as the leverage ratio remains above 3.75 to 1.00.
−Removed: Opco has not exceeded the 3.75 to 1.00 ratio at the end of any fiscal quarter through December 31, 2023 .
In September 2016, Opco amended the Opco Senior Notes.
12 unchanged sentences
$ 28,663 $ 113,684 $ 142,347
−Removed: $ 59,691 $ 95,834 $ 155,525
NATURAL RESOURCE PARTNERS L.P.
17 unchanged sentences
The fair value of the Partnership's contract receivable was determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15 % at December 31, 2024 and 2023 .
−Removed: NRP has embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that are accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets.
−Removed: Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring.
−Removed: The embedded derivatives are revalued quarterly and changes in their fair value would be recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income.
−Removed: The embedded derivatives had zero value as of December 31, 2023 and 2022 .
+Added: NRP had embedded derivatives in the preferred units related to certain conversion options, redemption features and the change of control provision that were accounted for separately from the preferred units as assets and liabilities at fair value on the Partnership's Consolidated Balance Sheets.
+Added: Level 3 valuation of the embedded derivatives were based on numerous factors including the likelihood of the event occurring.
+Added: The embedded derivatives were revalued quarterly and changes in their fair value would have been recorded in other expenses, net on the Partnership's Consolidated Statements of Comprehensive Income.
+Added: The embedded derivatives had zero value as of December 31, 2023.
+Added: As a result of the redemption of the Partnership's remaining preferred units in September 2024, NRP no longer has embedded derivatives associated with the preferred units as of December 31, 2024.
Fair Value of Non-Financial Assets
11 unchanged sentences
These QMC and WPPLP employee management service costs are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
−Removed: NRP also reimburses overhead costs incurred by its affiliates, including Quintana Infrastructure Development ("QID"), to manage the Partnership's business.
+Added: NRP also reimburses overhead costs incurred by its affiliates, and other related parties, to manage the Partnership's business.
These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.
−Removed: Direct general and administrative expenses charged to the Partnership by QMC, WPPLP and QID are included on the Partnership's Consolidated Statement of Comprehensive Income as follows:
+Added: Related party general and administrative expenses included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:
For the Year Ended December 31,
4 unchanged sentences
5,420 5,408 4,864
−Removed: The Partnership had accounts payable to QMC of $ 0.4 million on its Consolidated Balance Sheets at both December 31, 2023 and 2022 and $ 0.2 million and $ 1.0 million of accounts payable to WPPLP at December 31, 2023 and 2022 , respectively.
−Removed: As a result of its office lease with WPPLP, the Partnership had a right-of-use asset and lease liability of $ 3.5 million included in other long-term assets, net and other non-current liabilities, respectively, on its Consolidated Balance Sheets at both December 31, 2023 and 2022.
+Added: The Partnership had accounts payable to related parties of $ 0.6 million on its Consolidated Balance Sheets at both December 31, 2024 and 2023 .
+Added: The Partnership had other current assets of $ 0.2 million and $0.1 million on its Consolidated Balance Sheets related to a related party prepaid expense at December 31, 2024 and 2023 , respectively.
+Added: As a result of its office lease with WPPLP, the Partnership had a right-of-use asset and lease liability of $ 3.4 million and $ 3.5 million included in other long-term assets, net and other non-current liabilities , on its Consolidated Balance Sheets at December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024, 2023 and 2022 , the Partnership recognized $ 0.1 million, $ 5.1 million and $ 8.5 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP.
+Added: At December 31, 2024 the Partnership had $ 0.5 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement.
+Added: This amount was zero for the year ended December 31, 2023.
NATURAL RESOURCE PARTNERS L.P.
5 unchanged sentences
Alpha Metallurgical Resources, Inc.
−Removed: $ 86,118 23 % $ 102,352 26 % $ 49,440 23 %
Foresight (1)
−Removed: 60,495 16 % 65,597 17 % 37,366 17 %
−Removed: Revenues from Alpha Metallurgical Resources, Inc.
−Removed: and Foresight are included within the Partnership's Mineral Rights segment.
−Removed: Revenues from Foresight in 2021 were fixed as a result of the lease amendment the Partnership entered into with Foresight pursuant to which Foresight agreed to pay NRP fixed cash payments to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between the Partnership and Foresight.
−Removed: Revenues from Foresight in 2022 and 2023 represent traditional royalty and minimum payments.
+Added: Alabama Kanu Holdings, LLC (1) (2)
+Added: Revenues from Alpha Metallurgical Resources, Inc., Foresight and Alabama Kanu Holdings, LLC are included within the Partnership's Mineral Rights segment.
+Added: Alabama Kanu Holdings, LLC purchased Hatfield Metallurgical Holdings, LLC in August 2024.
Commitments and Contingencies
19 unchanged sentences
2017 Long-Term Incentive Plan
−Removed: In December 2017, the 2017 Long-Term Incentive Plan (the “2017 LTIP”) was approved and it became effective in January 2018.
−Removed: The 2017 LTIP authorizes a total of 1,600,000 common units that are available for delivery by the Partnership pursuant to awards under the plan.
+Added: In December 2017, the Natural Resource Partners 2017 Long-Term Incentive Plan (the “2017 Plan”) was approved and it became effective in January 2018.
+Added: The 2017 Plan authorizes a total of 1,600,000 common units that are available for delivery by the Partnership pursuant to awards under the plan.
The initial number of common units authorized for issuance pursuant to awards under the plan was 800,000 and in March 2022, an additional 800,000 units were authorized for issuance.
−Removed: The term is 10 years from the date of approval of the Board of Directors or, if earlier, the date the 2017 LTIP is terminated by the Board of Directors or the committee appointed by the Board of Directors to administer the 2017 LTIP, or the date all available common units available have been delivered.
−Removed: Common units delivered pursuant to the 2017 LTIP will consist, in whole or part, of (i) common units acquired in the open market, (ii) common units acquired from the Partnership (including newly issued units), any of our affiliates or any other person or (iii) any combination of the foregoing.
−Removed: Employees, consultants and non-employee directors of the Partnership, the general partner, GP LLC and their affiliates are generally eligible to receive awards under the 2017 LTIP.
−Removed: The 2017 LTIP provides for the issuance of a variety of equity-based grants, including grants of (i) options, (ii) unit appreciation rights, (iii) restricted units, (iv) phantom units, (v) cash awards, (vi) performance awards, (vii) distribution equivalent rights, and (viii) other unit-based awards.
−Removed: The plan is administered by the Compensation, Nominating and Governance Committee ("CNG Committee") of the Board of Directors, which determines the terms and conditions of awards granted under the 2017 LTIP.
+Added: The term is 10 years from the date of approval of the Board of Directors or, if earlier, the date the 2017 Plan is terminated by the Board of Directors or the committee appointed by the Board of Directors to administer the 2017 Plan, or the date all available common units available have been delivered.
+Added: Common units delivered pursuant to the 2017 Plan will consist, in whole or part, of (i) common units acquired in the open market, (ii) common units acquired from the Partnership (including newly issued units), any of our affiliates or any other person or (iii) any combination of the foregoing.
+Added: Employees, consultants and non-employee directors of the Partnership, the general partner, GP LLC and their affiliates are generally eligible to receive awards under the 2017 Plan.
+Added: The 2017 Plan provides for the issuance of a variety of equity-based grants, including grants of (i) options, (ii) unit appreciation rights, (iii) restricted units, (iv) phantom units, (v) cash awards, (vi) performance awards, (vii) distribution equivalent rights, and (viii) other unit-based awards.
+Added: The plan is administered by the Compensation, Nominating and Governance Committee ("CNG Committee") of the Board of Directors, which determines the terms and conditions of awards granted under the 2017 Plan.
The Partnership recognizes forfeitures for any awards issued under this plan as they occur.
Unit-Based Awards
−Removed: Unit-based awards under the 2017 LTIP are generally issued to certain employees and non-employee directors of the Partnership.
+Added: Unit-based awards under the 2017 Plan are generally issued to certain employees and non-employee directors of the Partnership.
Awards granted to employees either vest 3 years following the grant date or vest ratably over the 3 year period following the grant date.
4 unchanged sentences
The DERs are payable in cash upon vesting but may be subject to forfeiture if the grantee ceases employment prior to vesting.
−Removed: During the year ended December 31, 2023, the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive Plan and during the years ended December 31, 2022 and 2021, the Partnership granted service-based awards.
−Removed: The Partnership's service and performance-based awards are valued at the closing price of NRP's units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation.
−Removed: The grant date fair value of these awards granted during the year ended December 31, 2023, 2022 and 2021 were $ 16.0 million, which included a grant-date fair value of $ 2.8 million for the market-based awards valued using a Monte Carlo simulation, $ 7.9 million and $ 3.8 million, respectively.
+Added: During the years ended December 31, 2024 and 2023, the Partnership granted service, performance and market-based awards under its 2017 Plan and during the year ended December 31, 2022, the Partnership granted service-based awards.
+Added: The Partnership's service and performance-based awards are valued using the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation.
+Added: The grant date fair value of the awards granted during the year ended December 31, 2024, 2023 and 2022 was $ 6.7 million, $ 16.0 million and $ 7.9 million, respectively.
+Added: Included in these amounts is the grant-date fair value for the market-based awards valued using a Monte Carlo simulation of $ 2.5 million and $ 2.8 million for the year ended December 31, 2024 and 2023, respectively.
Total unit-based compensation expense associated with these awards was $ 11.3 million, $ 10.9 million and $ 5.8 million for the year ended December 31, 2024, 2023 and 2022 , respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income.
−Removed: The unamortized cost associated with unvested outstanding awards as of December 31, 2023 is $ 13.3 million, which will be recognized over a weighted average period of 1.9 years.
+Added: The unamortized cost associated with unvested outstanding awards as of December 31, 2024 was $ 9.5 million, which will be recognized over a weighted average period of 1.5 years.
The unamortized cost associated with unvested outstanding awards as of December 31, 2023 was $ 13.3 million.
+Added: The Partnership paid $ 6.4 million, $ 3.2 million and $ 2.9 million in cash during the year ended December 31, 2024, 2023 and 2022, respectively, for taxes on the unit-based award settlements during the respective years.
+Added: These cash payments are included in other items, net under cash flows from financing activities on the Partnership's Consolidated Statements of Cash Flows.
A summary of the unit activity in the outstanding grants during 2024 is as follows:
4 unchanged sentences
( 197 ) $ 38.76
+Added: ( 1 ) $ 90.70
Outstanding at December 31, 2024
6 unchanged sentences
Minimum payments are $ 5.0 million per year through the end of the lease term.
−Removed: The $ 5.0 million due to the Partnership in 2021 was included in the fixed cash payments from Foresight resulting from contract modifications entered into during the second quarter of 2020 as discussed in Note 14.
−Removed: Major Customers .
The Partnership is also entitled to variable payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets.
3 unchanged sentences
The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method.
−Removed: NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions that included the estimated impact of the global COVID- 19 pandemic, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties.
+Added: NRP assessed the likelihood of collection of its receivables utilizing historical loss rates, current market conditions, industry and macroeconomic factors, reasonable and supportable forecasts and facts or circumstances of individual customers and properties.
Examples of these facts or circumstances include, but are not limited to, contract disputes or renegotiations with the customer and evaluation of short and long-term economic viability of the contracted property.
For its long-term contract receivable, management reverts to the historical loss experience immediately after the reasonable and supportable forecast period ends.
−Removed: As of December 31, 2023 and 2022 , NRP recorded the following current expected credit loss (“CECL”) related to its receivables and long-term contract receivable:
+Added: As of December 31, 2024 and 2023 , NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:
(In thousands)
5 unchanged sentences
$ 61,593 $ ( 5,268 ) $ 56,325 $ 74,435 $ ( 6,599 ) $ 67,836
−Removed: NRP recorded $ 1.1 million, $ 1.1 million and $ 0.5 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the year ended December 31, 2023, 2022 and 2021, respectively.
+Added: NRP reversed $ 1.3 million and charged $ 1.1 million and $ 1.1 million in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the year ended December 31, 2024, 2023 and 2022 , respectively.
NRP has procedures in place to monitor its ongoing credit exposure through timely review of counterparty balances against contract terms and due dates, account and financing receivable reconciliations, bankruptcy monitoring, lessee audits and dispute resolution.
5 unchanged sentences
Upon lease commencement and as of December 31, 2024 and 2023 , the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 30 years.
−Removed: On January 1, 2023, the Partnership entered into a new lease for an office building in Houston with an 11.4 year initial term and a two additional five -year renewal options.
−Removed: Upon lease commencement and as of December 31, 2023, the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 21.4 years.
−Removed: The Partnership's right-of-use asset and lease liability included within other long-term assets, net and other non-current liabilities, respectively, on its Consolidated Balance Sheets totaled $ 4.3 million and $ 3.5 million at December 31, 2023 and 2022 , respectively.
+Added: On January 1, 2023, the Partnership entered into a new lease for an office building in Houston with an 11.4 year initial term and two additional five -year renewal options.
+Added: Upon lease commencement and as of December 31, 2024 and 2023, the Partnership was reasonably certain to exercise all renewal options included in the lease and capitalized the right-of-use asset and corresponding lease liability on its Consolidated Balance Sheets using the present value of the future lease payments over 21.4 years.
+Added: The Partnership's right-of-use asset included within other long-term assets, net on its Consolidated Balance Sheets totaled $ 4.2 million and $ 4.3 million at December 31, 2024 and 2023 , respectively.
+Added: The Partnership's lease liability included in other non-current liabilities on its Consolidated Balance Sheets totaled $ 4.4 million and $ 4.3 million at December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024, 2023 and 2022 , the Partnership incurred total operating lease expenses of $ 0.6 million, $ 0.6 million and $ 0.5 million included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statements of Comprehensive Income.
11 unchanged sentences
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.