What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 58 added, 83 removed, 278 unchanged (34% of the section changed)

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plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments.

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations.

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

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income or loss, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations.

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

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

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Distributable Cash Flow

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

Distributable cash flow ("DCF") is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivables, less maintenance capital expenditures and distributions to non-controlling interest.

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

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Free Cash Flow

Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables, less maintenance and expansion capital expenditures and cash flow used in acquisition costs classified as investing or financing activities.

Free cash flow ("FCF") is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables, less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and distributions to non-controlling interest.

FCF is calculated before mandatory debt repayments.

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If combined in a single tract, our ownership would cover roughly 20,000 square miles.

Our ownership provides critical inputs for the manufacturing of steel, electricity and basic building materials, as well as opportunities for carbon sequestration and renewable energy.

We are working to strategically redefine our business as a key player in the transitional energy economy in the years to come.

Soda Ash —consists of our 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming.

Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.

Our assets provide critical inputs for the manufacturing of steel, electricity and building materials as well as opportunities for carbon sequestration and renewable energy.

Soda Ash —consists of our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient in the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles.

Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us.

Corporate and Financing includes functional corporate departments that do not earn revenues.

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As of December 31, 2025 our leverage ratio was 0.2x.

In the first quarter of 2024, holders of our warrants to purchase common units (the "warrants") exercised a total of 1,219,665 warrants with a strike price of $34.00.

We settled these warrants on a net basis with a total of $55.7 million in cash and 198,767 common units.

In the second quarter of 2024, holders of our warrants exercised the remaining 320,335 warrants with a strike price of $34.00.

We settled these warrants on a net basis with $10.0 million in cash and 89,059 common units.

Following these transactions, of the originally issued 4.0 million warrants, after giving effect to these settlements and all prior settlements, no warrants remain outstanding.

In May 2024, we executed a negotiated transaction with holders of our Class A Preferred Units ("preferred units") pursuant to which we repurchased an aggregate of 40,000 preferred units for $40.0 million in cash.

In September 2024, we redeemed the remaining 31,666 preferred units for $31.7 million in cash.

Of the originally issued 250,000 preferred units, after giving effect to these redemptions and all prior redemptions, no preferred units remain outstanding.

In 2024, we exercised our 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.

These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility.

In October 2024, we entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029.

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.

In February 2024, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2023 as well as a $2.15 million cash distribution on the preferred units with respect to the fourth quarter of 2023.

We paid a special cash distribution of $2.44 per common unit of NRP in March 2024 to help cover unitholder tax liabilities associated with owning NRP's common units in 2023.

In May 2024, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2024 as well as a $2.15 million cash distribution on the preferred units with respect to the first quarter of 2024.

In August 2024, we paid a cash distribution of $0.75 per common unit of NRP with respect to the second quarter of 2024 as well as a $0.95 million cash distribution on the preferred units with respect to the second quarter of 2024.

In February 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2024.

In March 2025, we paid a special cash distribution of $1.21 per common unit of NRP to help cover unitholder tax liabilities associated with owning NRP's common units in 2024.

In May 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2025.

In August 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the second quarter of 2025.

In November 2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the third quarter of 2025.

In February 2025, the Board of Directors declared a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2024.

In February 2026, the Board of Directors declared and paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2025.

Additionally, NRP has announced it will pay special cash distribution of $0.12 in March 2026 to help cover unitholder tax liabilities associated with owning NRP's common units in 2025.

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Cash provided by operating activities and free cash flow during the year ended December 31, 2025 decreased $59.8 million and $59.5 million, respectively, compared to the prior year.

These decreases were primarily due to lower metallurgical coal sales prices and lower thermal coal sales prices and volumes as compared to the prior year, partially offset by one-time carbon neutral revenues and cash flow in 2024.

Metallurgical and thermal coal prices remained weak throughout 2024, primarily due to muted steel demand impacting metallurgical coal and mild weather, high inventory levels, and low natural gas prices impacting thermal coal.

While we do not expect significant changes in these factors or to pricing in 2025, metallurgical and thermal coal pricing is still higher compared to long-term historical norms.

It appears a new price floor has resulted from input cost inflation as well as ongoing labor shortages and operators' limited access to capital.

We continue to explore and identify carbon neutral revenue sources across our large portfolio of surface, mineral, and timber assets, including the sequestration of carbon dioxide in our underground pore space and standing forests, lithium production, and the generation of electricity using geothermal, solar, and wind energy.

We were notified that the previously announced underground carbon sequestration lease agreement executed in 2022 would not be renewed for another lease term and has been terminated as per the lessee's rights in the agreement.

These decreases were primarily due to lower metallurgical coal sales prices and volumes as compared to the prior year in addition to one-time carbon neutral revenues and cash flow in 2024.

Metallurgical and thermal coal prices remained weak throughout 2025 due to sluggish steel demand impacting metallurgical coal and low natural gas prices and ample thermal coal supply at power plants impacting thermal coal.

Due to these ongoing factors, we do not expect any material changes to pricing in 2026.

The markets for our carbon neutral revenue opportunities also remain weak.

We believe the burdens on the carbon sequestration industry, including insufficient revenue streams, high operational and capital costs, and an uncertain regulatory environment, continue to create formidable barriers that operators have yet to overcome.

Soda Ash Business Segment

Revenues and other income during the year ended December 31, 2024 decreased $55.3 million, or 75%, as compared to the prior year primarily due to lower international soda ash sales prices due to increased global soda ash capacity and weaker global demand for new construction and automobiles.

Cash provided by operating activities and free cash flow during the year ended December 31, 2024 decreased $42.6 million as compared to the prior year as the decline in revenues and other income resulted in lower cash distributions received from Sisecam Wyoming during the year ended December 31, 2024.

We expect soda ash prices to remain low for the foreseeable future as it will take several years for the market to absorb the influx of new global capacity.

However, many producers are currently operating below cost of production as the market is experiencing its lowest sales prices in decades.

As this challenging market persists, distributions from Sisecam Wyoming are expected to be below historical levels.

Revenues and other income during the year ended December 31, 2025 decreased $15.1 million, or 83%, a s compared to the prior year primarily due to lower soda ash sales prices.

Cash provided by operating activities and free cash flow during the year ended December 31, 2025 decreased $30.9 million as compared to the prior year due to lower cash distributions received from Sisecam Wyoming during the year ended December 31, 2025.

We did not receive a cash distribution from Sisecam Wyoming in the third or fourth quarter of 2025.

The soda ash market continues to be significantly oversupplied from the influx of new capacity from China and sales prices remain below the cost of production for most producers.

We expect soda ash prices to remain at these lower levels for the foreseeable future and do not expect distributions from Sisecam Wyoming to resume for several years until high-cost capacity is forced to retire.

In February 2026, we and Sisecam Wyoming's managing partner agreed to make an additional capital investment into Sisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility and better position it to compete in the current environment.

We evaluated this investment as we would any other capital allocation opportunity, with the goal of maximizing NRP's intrinsic value per unit.

Results of Operations

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Minimum lease straight-line revenues

Oil and gas royalty revenues

Carbon neutral revenues

Wheelage revenues

Property tax revenues

Wheelage revenues

Coal overriding royalty revenues

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Aggregates royalty revenues

Oil and gas royalty revenues

Other revenues

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The discussion by region is as follows:

Coal royalty revenues decreased $35.7 million primarily due to decreased metallurgical coal sales prices during the year ended December 31, 2024, as compared to the prior year.

Coal royalty revenues decreased $28.6 million p rimarily due to decreased metallurgical coal sales prices and volumes during the year ended December 31, 2025, as compared to the prior year.

Illinois Basin :

Coal royalty revenues decreased $16.4 million primarily due to lower thermal coal sales volumes and prices as compared to the prior year.

Northern Powder River Basin :

Coal royalty revenues decreased $6.9 million primarily due to decreased sales volumes during the year ended December 31, 2024, as compared to the prior year.

The decrease in sales volumes was due to our lessee mining less on our property during 2024 as compared to 2023 in accordance with its mine plan.

Coal royalty revenues increased $3.4 million primarily due to higher thermal coal sales volumes during the year ended December 31, 2025, as compared to the prior year.

Other Revenues

Other revenues increased $14.4 million during the year ended December 31, 2024 as compared to the prior year primarily driven by carbon neutral revenues received from a third party related to its creation of California Air Resources Board carbon offset credits from our properties.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased $4.0 million during the year ended December 31, 2024 as compared to the prior year primarily due to a temporary relocation of certain production off of NRP's coal reserves.

The fee per ton associated with the transportation and processing of the non-NRP coal is less than the fee per ton associated with the transportation and processing of NRP coal.

Revenues and other income related to our Soda Ash segment decreased $55.3 million c ompared to the prior year primarily due to lower international soda ash sales prices due to increased global soda ash capacity and weaker global demand for new construction and automobiles.

Other revenues decreased $17.6 million during the year ended December 31, 2025 as compared to the prior year.

This decrease was primarily driven by carbon neutral revenues received in 2024 from a third party related to its creation of California Air Resources Board carbon offset credits from our properties in addition to a $3.6 million decrease in other revenues year-over-year.

Gain on asset sales and disposals

Gain on asset sales and disposals decreased $3.0 m illion during the year ended December 31, 2025 as compared to the prior year primarily as a result of a coal property condemnation in the second quarter of 2024.

Revenues and other income related to our Soda Ash segment decreased $15.1 million compared to the prior year primarily due to lower sales prices in 2025.

Operating Expenses

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Total operating expenses

Total operating expenses decreased $8.7 million primarily due to a $4.3 million decrease in operating and maintenance expenses during the year ended December 31, 2024 and a $3.0 million decrease in depreciation, depletion and amortization compared to the prior year.

The decrease in operating and maintenance expenses was primarily due to lower overriding royalty expense from an agreement with WPPLP during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This overriding royalty expense is fully offset by coal royalty revenue we receive from this property.

This decrease in operating and maintenance expense was partially offset by higher bad debt expense during the year ended December 31, 2024 as compared to the prior year.

The decrease in depreciation, depletion and amortization was primarily due to lower coal production from certain Illinois Basin and Northern Powder River Basin properties during the year ended December 31, 2024 as compared to the prior year.

Total operating expenses decreased $5.9 million primarily due to a $4.2 million decrease in operating and maintenance expenses during the year ended December 31, 2025.

The decrease in operating and maintenance expenses was primarily due to lower bad debt expense in 2025 as compared to 2024.

Interest Expense, Net

Interest expense, net increased $1.5 million primarily due to higher borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Interest expense, net decreased $7.6 million during the year ended December 31, 2025 as compared to the prior year primarily due to lower borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2025.

Adjusted EBITDA (Non-GAAP Financial Measure)

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Net income (loss)

equity earnings from unconsolidated investment

equity in earnings from unconsolidated investment

total distributions from unconsolidated investment

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Net income (loss)

equity earnings from unconsolidated investment

equity in earnings from unconsolidated investment

total distributions from unconsolidated investment

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Adjusted EBITDA

Net income decreased $94.8 million as compared to the prior year primarily due to the decrease in revenues and other income as discussed above.

Adjusted EBITDA decreased $84.2 million as compared to the prior year primarily due to a $42.5 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income during the year ended December 31, 2024 as discussed above and a $42.6 million decrease in Adjusted EBITDA within our Soda Ash segment primarily due to lower distributions received from Sisecam Wyoming during the year ended December 31, 2024.

Net income decreased $47.3 million as compared to the prior year primarily due to the decrease in revenues and other income, partially offset by lower operating and interest expenses, all as discussed above.

Adjusted EBITDA decreased $71.4 million as compared to the prior year primarily due to a $41.5 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income during the year ended December 31, 2025 as discussed above and a $30.9 million decrease in Adjusted EBITDA within our Soda Ash segment driven by lower cash distributions received from Sisecam Wyoming during the year ended December 31, 2025.

Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial Measures)

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return of long-term contract receivable

maintenance capital expenditures

Distributable cash flow

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Mineral Rights Segment:

Cash provided by operating activities, DCF and FCF decreased $17.8 million, $15.7 million and $17.6 million, respectively, primarily due to lower metallurgical coal sales prices and lower thermal coal sales prices and volumes during 2024 as compared to the prior year, partially offset by cash received from one-time carbon neutral revenues in 2024.

Cash provided by operating activities, DCF and FCF decreased $59.8 million, $62.5 million and $59.5 million, respectively, primarily due to lower metallurgical coal sales prices and volumes during 2025 as compared to the prior year, in addition to cash received from one-time carbon neutral revenues in 2024.

Soda Ash Segment:

Cash provided by operating activities, DCF and FCF decreased $42.6 million primarily due to lower distributions received from Sisecam Wyoming in 2024 as compared to 2023.

Cash provided by operating activities, DCF and FCF each decreased $30.9 million prima rily due to lower cash distributions received from Sisecam Wyoming in 2025 as compared to 2024.

Corporate and Financing Segment:

Cash used in operating activities increased $2.1 million primarily due to higher cash paid for interest resulting from higher borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2024.

For discussion of our Results of Operations comparing 2023 to 2022, refer to our 2023 Annual Report on Form 10-K filed March 7, 2024 under Part II, "Item 7.

Operating cash flow, DCF and FCF each improved $8.1 million primarily due to lower cash paid for interest resulting from lower borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2025.

For discussion of our Results of Operations comparing 2024 to 2023, refer to our 2024 Annual Report on Form 10-K filed February 28, 2025 under Part II, "Item 7.

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

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Current Liquidity

As of December 31, 2024, we had total liquidity of $116.7 million, consisting of $30.4 million of cash and cash equivalents and $86.3 million in borrowing capacity under our Opco Credit Facility.

As of December 31, 2025, we had total liquidity of $211.2 million, consisting of $30.1 million of cash and cash equivalents and $181.1 million of borrowing capacity under our Opco Credit Facility.

We have debt service obligations, including approximately $14.3 million of principal repayments on Opco’s senior notes in 2026.

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Year Ended December 31, 2025 and 2024 Compared

Cash flows provided by operating activities decreased $62.5 million, from $311.0 million during the year ended December 31, 2023 to $248.5 million during the year ended December 31, 2024 primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, all discussed above.

Cash flows provided by operating activities decreased $82.6 million, from $248.5 million during the year ended December 31, 2024, to $165.9 million during the year ended December 31, 2025, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, all discussed above, partially offset by lower cash paid for interest by our Corporate and Financing segment.

Cash flows provided by investing activities decreased $2 .7 mil lion, from $7.5 million during the year ended December 31, 2024, to $4.8 million during the year ended December 31, 2025, primarily related to proceeds received in connection with a coal property condemnation in the second quarter of 2024.

Cash flows used in financing activities decreased $66.6 million, from $237.5 million used during the year ended December 31, 2024, to $170.9 million used during the year ended December 31, 2025, primarily due to the following:

$106.7 million of decreased cash used for the redemption of preferred units in 2024 as compared to 2023;

$81.4 million of decreased debt repayments in 2024 as compared to 2023;

$15.7 million decreased distributions to preferred unitholders in 2024 as compared to 2023.

These decreases in cash flow used were partially offset by the following:

$81.0 million of decreased borrowings on the Opco Credit Facility in 2024 as compared to 2023;

$9.6 million of increased cash used for the warrant settlements in 2024 as compared to 2023;

$4.9 million of increased cash used for other items, net in 2024 as compared to 2023;

$2.2 million of increased distributions to common unitholders and the general partner in 2024 as compared to 2023.

For discussion of our Cash Flows comparing 2023 to 2022, refer to our 2023 Annual Report on Form 10-K filed March 7, 2024 under Part II, "Item 7.

$71.7 million of cash used for the redemption of the preferred units in 2024;

$65.7 million of cash used for the warrant settlements in 2024;

$25.2 million less cash used for debt repayments in 2025 as compared to 2024;

$15.7 million less cash used for common unit distributions primarily as a result of a lower special distribution paid in 2025 as compared to 2024;

$6.4 million of c ash used for preferred unit distributions in 2024;

$3.1 million less cash used for other items, net in 2025 as compared to 2024.

These decreases in cash flow used were partially offset by $121.2 million of lower cash provided by debt borrowings in 2025 as compared to the prior year period.

For discussion of our Cash Flows comparing 2024 to 2023, refer to our 2024 Annual Report on Form 10-K filed February 28, 2025 under Part II, "Item 7.

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

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(In thousands)

Current portion of long-term debt, net

Current portion of debt, net

Long-term debt, net

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The amounts indicated in the table include interest due on Opco’s senior notes.

Despite rising costs beginning in 2021 and continuing into 2024, inflation did not have a material impact on operations for the years ended December 31, 2024, 2023 and 2022.

Despite rising costs during the years ended December 31, 2025, 2024 and 2023, inflation did not have a material impact on operations during any of these years.

Environmental Regulation

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The fair value of the impaired investment is based on quoted market prices, or upon the present value of expected cash flows using discount rates believed to be consistent with those used by principal market participants, plus market analysis of comparable assets owned by the investee, if appropriate.

Recently Adopted Accounting Standards

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.

The adoption of ASU 2023-07 with our 2024 Form 10-K did not have a material impact on our Consolidated Financial Statements.

See " Item 8.

Financial Statements and Supplementary Data—Note 7.

S egment Information " for more information.

Recent Accounting Standards

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

What changed 10-K

Item 7. Management’s Discussion and Analysis