UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

FORM 10-Q



ý☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2020 or

¨☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission file number: 001-31465~~

Commission file number:

001-31465


NATURAL RESOURCE PARTNERS ~~L.P.~~LP
						(Exact name of registrant as specified in its charter)



Delaware						35-2164875
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1201 Louisiana Street, Suite 3400

Houston, Texas 77002

(Address of principal executive offices)

(Zip Code)

(713) 751-7507

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units representing limited partner interests

NRP

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý☒ No¨ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer", "large accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

¨☐

Accelerated Filer

ý☒

Non-accelerated Filer

¨☐ (Do not check if a smaller reporting company)

Smaller Reporting Company

¨☐

Emerging Growth Company

¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No ý☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨☐ No ¨☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Table of Contents

NATURAL RESOURCE PARTNERS, L.P.

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS


	March 31,			December 31,				September 30,		December 31,
(In thousands, except unit data)	2020			2019			(In thousands, except unit data)	2020		2019
ASSETS	(Unaudited)						ASSETS	(Unaudited)
Current assets							Current assets
Cash and cash equivalents	$	100,506		$	98,265		Cash and cash equivalents	$	115,573	$	98,265

Accounts receivable, net	34,113			30,869			Accounts receivable, net	17,462		30,869
Prepaid expenses and other, net	1,166			1,244
Other current assets, net							Other current assets, net	3,972		1,244
Current assets of discontinued operations	—			1,706			Current assets of discontinued operations	0		1,706
Total current assets	$	135,785		$	132,084		Total current assets	$	137,007	$	132,084
Land	24,008			24,008			Land	24,008		24,008

Mineral rights, net	603,208			605,096			Mineral rights, net	465,870		605,096
Intangible assets, net	17,607			17,687			Intangible assets, net	17,601		17,687
Equity in unconsolidated investment	261,224			263,080			Equity in unconsolidated investment	256,834		263,080
Long-term contract receivable, net	34,816			36,963			Long-term contract receivable, net	33,791		36,963
Other assets, net	6,774			6,989
Other long-term assets, net							Other long-term assets, net	7,447		6,989
Total assets	$	1,083,422		$	1,085,907		Total assets	$	942,558	$	1,085,907
LIABILITIES AND CAPITAL							LIABILITIES AND CAPITAL
Current liabilities							Current liabilities
Accounts payable	$	1,272		$	1,179		Accounts payable	$	1,372	$	1,179
Accrued liabilities	6,004			8,764			Accrued liabilities	6,859		8,764
Accrued interest	9,376			2,316			Accrued interest	9,273		2,316
Current portion of deferred revenue	6,021			4,608			Current portion of deferred revenue	11,035		4,608
Current portion of long-term debt, net	45,767			45,776			Current portion of long-term debt, net	39,072		45,776
Current liabilities of discontinued operations	—			65			Current liabilities of discontinued operations	0		65
Total current liabilities	$	68,440		$	62,708		Total current liabilities	$	67,611	$	62,708
Deferred revenue	54,065			47,213			Deferred revenue	50,980		47,213
Long-term debt, net	454,110			470,422			Long-term debt, net	452,401		470,422
Other non-current liabilities	4,804			4,949			Other non-current liabilities	5,020		4,949
Total liabilities	$	581,419		$	585,292		Total liabilities	$	576,012	$	585,292
Commitments and contingencies (see Note 12)							Commitments and contingencies (see Note 12)
Class A Convertible Preferred Units (250,000 units issued and outstanding at $1,000 par value per unit; liquidation preference of $1,500 per unit)	$	164,587		$	164,587
Class A Convertible Preferred Units (250,000 units issued and outstanding at September 30, 2020 and December 31, 2019, at $1,000 par value per unit; liquidation preference of $1,700 per unit at September 30, 2020 and $1,500 per unit at December 31, 2019)							Class A Convertible Preferred Units (250,000 units issued and outstanding at September 30, 2020 and December 31, 2019, at $1,000 par value per unit; liquidation preference of $1,700 per unit at September 30, 2020 and $1,500 per unit at December 31, 2019)	$	164,587	$	164,587
Partners’ capital							Partners’ capital
Common unitholders’ interest (12,261,199 units issued and outstanding at March 31, 2020 and December 31, 2019)	$	273,847		$	271,471
Common unitholders’ interest (12,261,199 units issued and outstanding at September 30, 2020 and December 31, 2019)							Common unitholders’ interest (12,261,199 units issued and outstanding at September 30, 2020 and December 31, 2019)	$	134,545	$	271,471
General partner’s interest	3,305			3,270			General partner’s interest	428		3,270
Warrant holders’ interest	66,816			66,816			Warrant holders’ interest	66,816		66,816
Accumulated other comprehensive loss	(3,617		)	(2,594		)
Accumulated other comprehensive income (loss)							Accumulated other comprehensive income (loss)	170		(2,594)
Total partners’ capital	$	340,351		$	338,963		Total partners’ capital	$	201,959	$	338,963
Non-controlling interest	(2,935		)	(2,935		)	Non-controlling interest	0		(2,935)
Total capital	$	337,416		$	336,028		Total capital	$	201,959	$	336,028
Total liabilities and capital	$	1,083,422		$	1,085,907		Total liabilities and capital	$	942,558	$	1,085,907

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	For the Three Months Ended March 31,							For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands, except per unit data)	2020			2019			(In thousands, except per unit data)	2020		2019		2020		2019
Revenues and other income							Revenues and other income
Coal royalty and other	$	31,433		$	49,502		Coal royalty and other	$	25,740	$	39,919	$	88,839	$	154,037
Transportation and processing services	2,509			5,601			Transportation and processing services	2,204		3,865		6,651		14,740
Equity in earnings of Ciner Wyoming	6,272			11,682			Equity in earnings of Ciner Wyoming	1,986		13,818		5,200		36,833
Gain on asset sales and disposals	—			256			Gain on asset sales and disposals	0		6,107		465		6,609
Total revenues and other income	$	40,214		$	67,041		Total revenues and other income	$	29,930	$	63,709	$	101,155	$	212,219

Operating expenses							Operating expenses
Operating and maintenance expenses	$	5,202		$	8,360		Operating and maintenance expenses	$	5,781	$	5,994	$	19,200	$	26,813
Depreciation, depletion and amortization	2,012			4,392			Depreciation, depletion and amortization	2,111		3,384		6,185		11,746
General and administrative expenses	3,913			4,350			General and administrative expenses	3,634		4,253		11,168		12,799
Asset impairments							Asset impairments	934		484		133,217		484
Total operating expenses	$	11,127		$	17,102		Total operating expenses	$	12,460	$	14,115	$	169,770	$	51,842

Income from operations	$	29,087		$	49,939
Income (loss) from operations							Income (loss) from operations	$	17,470	$	49,594	$	(68,615)	$	160,377

Other expenses, net							Other expenses, net
Interest expense, net	$	(10,308	)	$	(14,174	)	Interest expense, net	$	(10,254)	$	(10,431)	$	(30,891)	$	(37,061)

Net income from continuing operations	$	18,779		$	35,765
Loss from discontinued operations	—			(46		)
Net income	$	18,779		$	35,719
Loss on extinguishment of debt							Loss on extinguishment of debt	0		0		0		(29,282)
Total other expenses, net							Total other expenses, net	$	(10,254)	$	(10,431)	$	(30,891)	$	(66,343)

Net income (loss) from continuing operations							Net income (loss) from continuing operations	$	7,216	$	39,163	$	(99,506)	$	94,034
Income from discontinued operations							Income from discontinued operations	0		7		0		206
Net income (loss)							Net income (loss)	$	7,216	$	39,170	$	(99,506)	$	94,240

Less: income attributable to preferred unitholders	(7,500		)	(7,500		)	Less: income attributable to preferred unitholders	(7,500)		(7,500)		(22,613)		(22,500)
Net income attributable to common unitholders and general partner	$	11,279		$	28,219
Net income (loss) attributable to common unitholders and general partner							Net income (loss) attributable to common unitholders and general partner	$	(284)	$	31,670	$	(122,119)	$	71,740

Net income attributable to common unitholders	$	11,053		$	27,655
Net income attributable to the general partner	226			564
Net income (loss) attributable to common unitholders							Net income (loss) attributable to common unitholders	$	(279)	$	31,036	$	(119,677)	$	70,305
Net income (loss) attributable to the general partner							Net income (loss) attributable to the general partner	(5)		634		(2,442)		1,435

Income from continuing operations per common unit (see Note 4)
Income (loss) from continuing operations per common unit (see Note 4)							Income (loss) from continuing operations per common unit (see Note 4)
Basic	$	0.90		$	2.26		Basic	$	(0.02)	$	2.53	$	(9.76)	$	5.72
Diluted	0.52			1.75			Diluted	(0.02)		1.66		(9.76)		3.91

Net income per common unit (see Note 4)
Net income (loss) per common unit (see Note 4)							Net income (loss) per common unit (see Note 4)
Basic	$	0.90		$	2.26		Basic	$	(0.02)	$	2.53	$	(9.76)	$	5.73
Diluted	0.52			1.75			Diluted	(0.02)		1.66		(9.76)		3.92

Net income	$	18,779		$	35,719
Net income (loss)							Net income (loss)	$	7,216	$	39,170	$	(99,506)	$	94,240
Comprehensive income (loss) from unconsolidated investment and other	(1,023		)	1,005			Comprehensive income (loss) from unconsolidated investment and other	2,428		(520)		2,764		(340)
Comprehensive income	$	17,756		$	36,724
Comprehensive income (loss)							Comprehensive income (loss)	$	9,644	$	38,650	$	(96,742)	$	93,900

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(Unaudited)


	Common Unitholders				General Partner			Warrant Holders		Accumulated Other Comprehensive Loss			Partners' Capital Excluding Non-Controlling Interest			Non-Controlling Interest			Total Capital				Common Unitholders			General Partner		Warrant Holders		Accumulated Other Comprehensive Income (Loss)		Partners' Capital Excluding Non-Controlling Interest		Non-Controlling Interest		Total Capital

(In thousands)	Units	Amounts																				(In thousands)	Units	Amounts
Balance at December 31, 2019	12,261	$	271,471		$	3,270		$	66,816	$	(2,594	)	$	338,963		$	(2,935	)	$	336,028		Balance at December 31, 2019	12,261	$	271,471	$	3,270	$	66,816	$	(2,594)	$	338,963	$	(2,935)	$	336,028
Cumulative effect of adoption of accounting standard (see Note 15)	—	(3,833		)	(78		)	—		—			(3,911		)	—			(3,911		)	Cumulative effect of adoption of accounting standard (see Note 15)	—	(3,833)		(78)		—		—		(3,911)		—		(3,911)
Net income ⁽¹⁾	—	18,403			376			—		—			18,779			—			18,779			Net income (1)	—	18,403		376		—		—		18,779		—		18,779
Distributions to common unitholders and general partner	—	(5,517		)	(113		)	—		—			(5,630		)	—			(5,630		)	Distributions to common unitholders and general partner	—	(5,517)		(113)		—		—		(5,630)		—		(5,630)
Distributions to preferred unitholders	—	(7,350		)	(150		)	—		—			(7,500		)	—			(7,500		)	Distributions to preferred unitholders	—	(7,350)		(150)		—		—		(7,500)		—		(7,500)

Unit-based awards amortization and vesting	—	673			—			—		—			673			—			673			Unit-based awards amortization and vesting	—	673		—		—		—		673		—		673

Comprehensive loss from unconsolidated investment and other	—	—			—			—		(1,023		)	(1,023		)	—			(1,023		)	Comprehensive loss from unconsolidated investment and other	—	—		—		—		(1,023)		(1,023)		—		(1,023)
Balance at March 31, 2020	12,261	$	273,847		$	3,305		$	66,816	$	(3,617	)	$	340,351		$	(2,935	)	$	337,416		Balance at March 31, 2020	12,261	$	273,847	$	3,305	$	66,816	$	(3,617)	$	340,351	$	(2,935)	$	337,416
Net loss (2)																						Net loss (2)	—	(122,991)		(2,510)		—		—		(125,501)		—		(125,501)

Distributions to preferred unitholders																						Distributions to preferred unitholders	—	(7,461)		(152)		—		—		(7,613)		—		(7,613)

Acquisition of non-controlling interest in BRP																						Acquisition of non-controlling interest in BRP	—	(4,747)		(97)		—		—		(4,844)		2,935		(1,909)
Unit-based awards amortization and vesting																						Unit-based awards amortization and vesting	—	869		—		—		—		869		—		869
Comprehensive income from unconsolidated investment and other																						Comprehensive income from unconsolidated investment and other	—	—		—		—		1,359		1,359		—		1,359
Balance at June 30, 2020																						Balance at June 30, 2020	12,261	$	139,517	$	546	$	66,816	$	(2,258)	$	204,621	$	0	$	204,621
Net income (1)																						Net income (1)	—	7,072		144		—		—		7,216		—		7,216
Distributions to common unitholders and general partner																						Distributions to common unitholders and general partner	—	(5,518)		(112)		—		—		(5,630)		—		(5,630)
Distributions to preferred unitholders																						Distributions to preferred unitholders	—	(7,350)		(150)		—		—		(7,500)		—		(7,500)

Unit-based awards amortization and vesting																						Unit-based awards amortization and vesting	—	824		—		—		—		824		—		824
Comprehensive income from unconsolidated investment and other																						Comprehensive income from unconsolidated investment and other	—	—		—		—		2,428		2,428		—		2,428
Balance at September 30, 2020																						Balance at September 30, 2020	12,261	$	134,545	$	428	$	66,816	$	170	$	201,959	$	0	$	201,959


~~(1)~~	Net income includes $7.5 million attributable to preferred unitholders that accumulated during the period, of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.

Common Unitholders General Partner Warrant Holders Accumulated
Other
Comprehensive
Loss Partners' Capital Excluding Non-Controlling Interest Non-Controlling Interest Total Capital

(In thousands) Units Amounts
Balance at December 31, 2018 12,249
$ 355,113
$ 5,014
$ 66,816
$ (3,462 ) $ 423,481
$ (2,935 ) $ 420,546
Net income ⁽¹⁾
—
35,005
714
—
—
35,719
—
35,719
Distributions to common unitholders and general partner —
(5,513 ) (112 ) —
—
(5,625 ) —
(5,625 )
Distributions to preferred unitholders —
(7,350 ) (150 ) —
—
(7,500 ) —
(7,500 )
Issuance of unit-based awards 12
486
—
—
—
486
—
486
Unit-based awards amortization and vesting —
399
—
—
—
399
—
399
Comprehensive income from unconsolidated investment and other —
—
10
—
1,005
1,015
—
1,015
Balance at March 31, 2019 12,261
$ 378,140
$ 5,476
$ 66,816
$ (2,457 ) $ 447,975
$ (2,935 ) $ 445,040
(1)Net income includes $7.5 million attributable to preferred unitholders that accumulated during the period, of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.


~~(1)~~	~~Net income includes $7.5~~(2)Net loss includes $7.6 million attributable to preferred unitholders that accumulated during the period, ~~of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.~~

~~The accompanying notes are an integral part~~ of ~~these consolidated financial statements.~~which $7.46 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.

Table of Contents

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~PARTNERS’ CAPITAL

(Unaudited)


	Common Unitholders			General Partner		Warrant Holders		Accumulated Other Comprehensive Loss		Partners' Capital Excluding Non-Controlling Interest		Non-Controlling Interest		Total Capital

(In thousands)	Units	Amounts
Balance at December 31, 2018	12,249	$	355,113	$	5,014	$	66,816	$	(3,462)	$	423,481	$	(2,935)	$	420,546
Net income (1)	—	35,005		714		—		—		35,719		—		35,719
Distributions to common unitholders and general partner	—	(5,513)		(112)		—		—		(5,625)		—		(5,625)
Distributions to preferred unitholders	—	(7,350)		(150)		—		—		(7,500)		—		(7,500)
Issuance of unit-based awards	12	486		—		—		—		486		—		486
Unit-based awards amortization and vesting	—	399		—		—		—		399		—		399


Comprehensive income from unconsolidated investment and other	—	—		10		—		1,005		1,015		—		1,015
Balance at March 31, 2019	12,261	$	378,140	$	5,476	$	66,816	$	(2,457)	$	447,975	$	(2,935)	$	445,040
Net income (1)	—	18,964		387		—		—		19,351		0		19,351
Distributions to common unitholders and general partner	—	(15,939)		(326)		—		—		(16,265)		—		(16,265)
Distributions to preferred unitholders	—	(7,350)		(150)		—		—		(7,500)		—		(7,500)

Unit-based awards amortization and vesting	—	460		—		—		—		460		—		460
Comprehensive loss from unconsolidated investment and other	—	—		—		—		(825)		(825)		—		(825)
Balance at June 30, 2019	12,261	$	374,275	$	5,387	$	66,816	$	(3,282)	$	443,196	$	(2,935)	$	440,261
Net income (1)	—	38,386		784		—		—		39,170		—		39,170
Distributions to common unitholders and general partner	—	(5,518)		(112)		—		—		(5,630)		—		(5,630)
Distributions to preferred unitholders	—	(7,350)		(150)		—		—		(7,500)		—		(7,500)

Unit-based awards amortization and vesting	—	473		—		—		—		473		—		473
Comprehensive loss from unconsolidated investment and other	—	—		—		—		(520)		(520)		—		(520)
Balance at September 30, 2019	12,261	$	400,266	$	5,909	$	66,816	$	(3,802)	$	469,189	$	(2,935)	$	466,254

For the Three Months Ended March 31,
(In thousands) 2020 2019
Cash flows from operating activities
Net income $ 18,779
$ 35,719
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Depreciation, depletion and amortization 2,012
4,392
Distributions from unconsolidated investment 7,105
9,800
Equity earnings from unconsolidated investment (6,272 ) (11,682 )
Gain on asset sales and disposals —
(256 )
Loss from discontinued operations —
46
Bad debt expense (190 ) 10
Unit-based compensation expense 729
901
Amortization of debt issuance costs and other 448
1,796
Change in operating assets and liabilities:
Accounts receivable (5,073 ) (4,937 )
Accounts payable 93
(616 )
Accrued liabilities (2,861 ) (6,164 )
Accrued interest 7,060
(10,033 )
Deferred revenue 8,265
4,534
Other items, net 60
(678 )
Net cash provided by operating activities of continuing operations $ 30,155
$ 22,832
Net cash provided by operating activities of discontinued operations 1,706
121
Net cash provided by operating activities $ 31,861
$ 22,953

Cash flows from investing activities
Proceeds from asset sales and disposals $ —
$ 256
Return of long-term contract receivable 272
441
Net cash provided by investing activities of continuing operations $ 272
$ 697
Net cash used in investing activities of discontinued operations (66 ) (390 )
Net cash provided by investing activities $ 206
$ 307

Cash flows from financing activities
Debt repayments $ (16,696 ) $ (86,468 )
Distributions to common unitholders and general partner (5,630 ) (5,625 )
Distributions to preferred unitholders (7,500 ) (7,500 )
Contributions from (to) discontinued operations 1,640
(269 )
Debt issuance costs and other —
10
Net cash used in financing activities of continuing operations $ (28,186 ) $ (99,852 )
Net cash provided by (used in) financing activities of discontinued operations (1,640 ) 269
Net cash used in financing activities $ (29,826 ) $ (99,583 )

Net increase (decrease) in cash and cash equivalents $ 2,241
$ (76,323 )
Cash and cash equivalents at beginning of period 98,265
206,030
Cash and cash equivalents at end of period $ 100,506
$ 129,707

Supplemental cash flow information:
Cash paid during the period for interest $ 3,039
$ 23,422
(1)Net income includes $7.5 million attributable to preferred unitholders that accumulated during the period, of which $7.35 million is allocated to the common unitholders and $0.15 million is allocated to the general partner.

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,
(In thousands)	2020		2019
Cash flows from operating activities
Net income (loss)	$	(99,506)	$	94,240
Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:
Depreciation, depletion and amortization	6,185		11,746
Distributions from unconsolidated investment	14,210		25,480
Equity earnings from unconsolidated investment	(5,200)		(36,833)
Gain on asset sales and disposals	(465)		(6,609)

Loss on extinguishment of debt	0		29,282
Income from discontinued operations	0		(206)
Asset impairments	133,217		484
Bad debt expense	3,915		6,842
Unit-based compensation expense	2,566		1,842
Amortization of debt issuance costs and other	491		3,223
Change in operating assets and liabilities:
Accounts receivable	7,994		(2,111)
Accounts payable	193		(822)
Accrued liabilities	(2,985)		(5,083)
Accrued interest	6,957		19
Deferred revenue	10,194		(3,920)
Other items, net	(3,353)		351
Net cash provided by operating activities of continuing operations	$	74,413	$	117,925
Net cash provided by (used in) operating activities of discontinued operations	1,706		(4)
Net cash provided by operating activities	$	76,119	$	117,921

Cash flows from investing activities

Proceeds from asset sales and disposals	$	507	$	6,611
Return of long-term contract receivable	1,462		1,351
Acquisition of non-controlling interest in BRP	(1,000)		0

Net cash provided by investing activities of continuing operations	$	969	$	7,962
Net cash used in investing activities of discontinued operations	(66)		(556)
Net cash provided by investing activities	$	903	$	7,406



Cash flows from financing activities


Debt borrowings	$	0	$	300,000

Debt repayments	(25,841)		(442,747)
Distributions to common unitholders and general partner	(11,260)		(27,520)
Distributions to preferred unitholders	(22,613)		(22,500)


Contributions from (to) discontinued operations	1,640		(560)
Debt issuance costs and other	0		(26,427)
Net cash used in financing activities of continuing operations	$	(58,074)	$	(219,754)
Net cash provided by (used in) financing activities of discontinued operations	(1,640)		560
Net cash used in financing activities	$	(59,714)	$	(219,194)

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NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,
(In thousands)	2020		2019

Net increase (decrease) in cash and cash equivalents	$	17,308	$	(93,867)

Cash and cash equivalents at beginning of period	98,265		206,030








Cash and cash equivalents at end of period	$	115,573	$	112,163

Supplemental cash flow information:
Cash paid during the period for interest	$	22,712	$	36,270


Plant, equipment, mineral rights and other funded with accounts payable or accrued liabilities	$	947	$	0

The accompanying notes are an integral part of these consolidated financial statements.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Nature of Business

Natural Resource Partners L.P. (the "Partnership") engages principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and owns a non-controlling 49% interest in Ciner Wyoming LLC ("Ciner Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into ~~two~~2 operating segments further described in Note 5. Segment Information. As used in these Notes to Consolidated Financial Statements, the terms "NRP," "we," "us" and "our" refer to Natural Resource Partners L.P. and its subsidiaries, unless otherwise stated or indicated by context.

Principles of Consolidation and Reporting

The accompanying unaudited Consolidated Financial Statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2019 and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on February 27, 2020.

Recently Adopted Accounting Standards

Credit Losses

On January 1, 2020, the Partnership adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), and all the related amendments ("the new credit loss standard"). The Partnership recognized a $3.9 million cumulative effect of adoption in the opening balance of partners' capital on January 1, 2020 as a result of the adoption of the new credit loss standard. See Note 15. Credit Losses for more information.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

2. Revenues from Contracts with Customers

The following table presents the Partnership's Coal Royalty and Other segment revenues by major source:

For the Three Months Ended March 31,
(In thousands) 2020 2019
Coal royalty revenues $ 19,102
$ 32,131
Production lease minimum revenues 802
2,700
Minimum lease straight-line revenues 3,809
3,316
Property tax revenues 1,599
1,433
Wheelage revenues 2,204
1,415
Coal overriding royalty revenues 1,322
3,975
Lease amendment revenues 843
771
Aggregates royalty revenues 576
1,464
Oil and gas royalty revenues 1,103
1,719
Other revenues 73
578
Coal royalty and other revenues ⁽¹⁾
$ 31,433
$ 49,502
Transportation and processing services revenues ⁽²⁾
2,509
5,601
Total coal royalty and other segment revenues $ 33,942
$ 55,103


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands)	2020		2019		2020		2019
Coal royalty revenues (1)	$	10,610	$	24,727	$	40,559	$	87,561
Production lease minimum revenues (1)	4,267		2,752		13,554		21,331
Minimum lease straight-line revenues (1)	3,553		3,982		12,349		11,152
Property tax revenues	1,896		1,606		4,256		4,416
Wheelage revenues	1,680		1,675		5,468		5,035
Coal overriding royalty revenues	1,314		2,189		3,319		10,163
Lease amendment revenues	858		1,535		2,591		6,720
Aggregates royalty revenues	221		954		1,068		3,655
Oil and gas royalty revenues	1,078		374		4,923		2,575
Other revenues	263		125		752		1,429
Coal royalty and other revenues	$	25,740	$	39,919	$	88,839	$	154,037
Transportation and processing services revenues (2)	2,204		3,865		6,651		14,740
Total coal royalty and other segment revenues	$	27,944	$	43,784	$	95,490	$	168,777


~~(1)~~	~~Coal royalty and other revenues from contracts with customers as defined under ASC 606.~~

~~(2)~~

Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $1.2 million and $2.9 million for the three months ended March 31, 2020 and 2019, respectively. The remaining transportation and processing services revenues of $1.3 million and $2.7 million for the three months ended March 31, 2020 and 2019, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance. See ~~Note 14. Financing Transaction~~ ~~and~~ ~~Note 16. Leases~~ ~~for more information.~~

(1)Effective January 1, 2020, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications to certain leases that fixed consideration paid to the Partnership over a two year period.

(2)Transportation and processing services revenues from contracts with customers as defined under ASC 606 was $1.2 million and $1.7 million for the three months ended September 30, 2020 and 2019, respectively and $3.7 million and $7.3 million for the nine months ended September 30, 2020 and 2019, respectively. The remaining transportation and processing services revenues of $1.0 million and $2.2 million for the three months ended September 30, 2020 and 2019, respectively, and $2.9 million and $7.5 million for the nine months ended September 30, 2020 and 2019, respectively, related to other NRP-owned infrastructure leased to and operated by third-party operators accounted for under other guidance. See Note 14. Financing Transaction for more information.

The following table details the Partnership's Coal Royalty and Other segment receivables and liabilities resulting from contracts with customers:


	March 31,		December 31,			September 30,		December 31,
(In thousands)	2020		2019		(In thousands)	2020		2019
Receivables					Receivables
Accounts receivable, net	$	30,726	$	27,915	Accounts receivable, net	$	15,371	$	27,915
Prepaid expenses and other, net ⁽¹⁾	249		90
Other current assets, net (1)					Other current assets, net (1)	3,696		90
Other long-term assets, net (2)					Other long-term assets, net (2)	691		0

Contract liabilities					Contract liabilities
Current portion of deferred revenue	$	6,021	$	4,608	Current portion of deferred revenue	$	11,035	$	4,608
Deferred revenue	54,065		47,213		Deferred revenue	50,980		47,213

(1)Other current assets, net includes short-term notes receivables from contracts with customers.


~~(1)~~	~~Prepaid expenses and other, net includes notes receivable from contracts with customers.~~

(2)Other long-term assets, net includes long-term notes receivables from contracts with customers.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The following table shows the activity related to the Partnership's Coal Royalty and Other segment deferred revenue:


	For the Nine Months Ended September 30,
(In thousands)		2020		2019


Balance at beginning of period (current and non-current)		$	51,821	$	52,553
Increase due to minimums and lease amendment fees		38,005		37,315
Recognition of previously deferred revenue		(27,811)		(41,234)
Balance at end of period (current and non-current)		$	62,015	$	48,634

For the Three Months Ended March 31,
(In thousands) 2020 2019
Balance at beginning of period (current and non-current) $ 51,821
$ 52,553
Increase due to minimums and lease amendment fees 17,153
11,877
Recognition of previously deferred revenue (8,888 ) (7,343 )
Balance at end of period (current and non-current) $ 60,086
$ 57,087

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 ~~March 31,~~September 30, 2020 (in thousands):

Lease Term ⁽¹⁾
Weighted Average Remaining Years
Annual Minimum Payments ⁽²⁾
0 - 5 years 2.6 $ 15,036
5 - 10 years 5.9 14,802
10+ years 13.8 30,587
Total 9.1 $ 60,425


Lease Term (1)	Weighted Average Remaining Years	Annual Minimum Payments (2)
0 - 5 years	3.7	$	14,792
5 - 10 years	5.7	7,478
10+ years	13.5	30,922
Total	9.3	$	53,192


~~(1)~~	~~Lease term does not include renewal periods.~~

~~(2)~~

(1)Lease term does not include renewal periods.

(2)Annual minimum payments do not include $40.0 million of annual fixed consideration owed to NRP in 2020 and 2021 resulting from contract modifications entered into during the second quarter of 2020. Additionally, $5.0 million of this $40.0 million annual fixed consideration amount relates to a coal infrastructure lease that is accounted for as a financing transaction. See Note 14. Financing Transaction for more information.

~~Annual minimum payments do not include $5.0 million from a coal infrastructure lease that is accounted for as a financing transaction. See~~ ~~Note 14. Financing Transaction~~ ~~for more information.~~

3. Common and Preferred Unit Distributions

The Partnership makes cash distributions to common and preferred unitholders on a quarterly basis, subject to approval by the Board of Directors of GP Natural Resource Partners LLC (the "Board of Directors"). NRP recognizes both common unit and preferred unit distributions on the date the distribution is declared.

Distributions made on the common units and the general partner's general partner ("GP") interest are made on a pro-rata basis in accordance with their relative percentage interests in the Partnership. The general partner is entitled to receive 2% of such distributions.

Income (loss) available to common unitholders and the general partner is reduced by preferred unit distributions that accumulated during the period. NRP reduced net income (loss) available to common unitholders and the general partner by $7.5 million during the three months ended ~~March 31,~~September 30, 2020 and 2019, and $22.6 million and $22.5 million during the nine months ended September 30, 2020 and 2019, respectively, as a result of accumulated preferred unit distributions earned during the period.

~~The following table shows~~ In May 2020, the ~~distributions declared and~~Partnership paid ~~to common and~~in kind one-half of the preferred ~~unitholders during~~unit distribution related to the three months ended March 31, 2020. In June 2020, ~~and 2019, respectively:~~the Partnership redeemed all of the outstanding preferred units paid in kind.

Common Units Preferred Units
Date Paid Period Covered by Distribution Distribution per Unit
Total Distribution⁽¹⁾
(In thousands)
Distribution per Unit
Total Distribution
(In thousands)
February 2020 October 1 - December 31, 2019 $ 0.45
$ 5,630
$ 30.00
$ 7,500

February 2019 October 1 - December 31, 2018 $ 0.45
$ 5,625
$ 30.00
$ 7,500


~~(1)~~	~~Totals include the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.~~

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The following table shows the cash distributions declared and paid to common and preferred unitholders during the nine months ended September 30, 2020 and 2019, respectively:


		Common Units				Preferred Units
Date Paid	Period Covered by Distribution	Distribution per Unit		Total Distribution (1) (In thousands)		Distribution per Unit		Total Distribution (In thousands)
2020
February 2020	October 1 - December 31, 2019	$	0.45	$	5,630	$	30.00	$	7,500
May 2020	January 1 - March 31, 2020	0		0		15.00		3,750
June 2020 (2)	January 1 - March 31, 2020	—		—		15.45		3,863
August 2020	April 1 - June 30, 2020	0.45		5,630		30.00		7,500

2019
February 2019	October 1 - December 31, 2018	$	0.45	$	5,625	$	30.00	$	7,500
May 2019	January 1 - March 31, 2019	0.45		5,630		30.00		7,500
May 2019 (3)	Special Distribution	0.85		10,635		—		—
August 2019	April 1 - June 30, 2019	0.45		5,630		30.00		7,500

(1)Total common unit distribution includes the amount paid to NRP's general partner in accordance with the general partner's 2% general partner interest.

(2)Redemption of preferred units paid in kind plus accrued interest.

(3)Special distribution was made to cover the common unitholders’ tax liability resulting from the sale of NRP’s construction aggregates business in December 2018.

4. Net Income (Loss) Per Common Unit

Basic net income (loss) per common unit is computed by dividing net income (loss), after considering income attributable to preferred unitholders and the general partner’s general partner interest, by the weighted average number of common units outstanding. Diluted net income (loss) per common unit includes the effect of NRP's preferred units, warrants, and unvested unit-based awards if the inclusion of these items is dilutive.

The dilutive effect of the preferred units is calculated using the if-converted method. Under the if-converted method, the preferred units are assumed to be converted at the beginning of the period, and the resulting common units are included in the denominator of the diluted net income (loss) per unit calculation for the period being presented. 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. The calculation of diluted net income (loss) per common unit for the three and nine months ended ~~March 31,~~September 30, 2020 does not include the assumed conversion of the preferred units because the impact would have been anti-dilutive. The calculation of diluted net income per common unit for the three and nine months ended September 30, 2019 ~~included~~includes the assumed conversion of the preferred units.

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. The calculation of the dilutive effect of the warrants for the three months ended March 31, 2019 includes both the net settlement of warrants to purchase 1.75 million common units with a strike price of $22.81 and the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00. The calculation of diluted net income (loss) per common unit for the three and nine months ended ~~March 31,~~September 30, 2020 did not include the net settlement of warrants to purchase 1.75 million common units at a strike price of $22.81 or the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00 because the impact would have been anti-dilutive. The calculation of the dilutive effect of the warrants for the three months ended September 30, 2019 includes the net settlement of warrants to purchase 1.75 million common units with a strike price of $22.81 but did not include the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00 because the impact would have been anti-dilutive. The calculation of the dilutive effect of the warrants for the nine months ended September 30, 2019 includes both the net settlement of warrants to purchase 1.75 million common units with a strike price of $22.81 and the net settlement of warrants to purchase 2.25 million common units with a strike price of $34.00.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The following tables reconcile the numerator and denominator of the basic and diluted net income (loss) per common unit computations and calculates basic and diluted net income (loss) per common unit:

For the Three Months Ended March 31,
(In thousands, except per unit data) 2020 2019
Allocation of net income
Net income from continuing operations $ 18,779
$ 35,765
Less: income attributable to preferred unitholders (7,500 ) (7,500 )
Net income from continuing operations attributable to common unitholders and general partner $ 11,279
$ 28,265
Less: net income from continuing operations attributable to the general partner (226 ) (565 )
Net income from continuing operations attributable to common unitholders $ 11,053

$ 27,700

Net loss from discontinued operations $ —
$ (46 )
Add: net loss from discontinued operations attributable to the general partner —
1
Net loss from discontinued operations attributable to common unitholders $ —
$ (45 )

Net income $ 18,779
$ 35,719
Less: income attributable to preferred unitholders (7,500 ) (7,500 )
Net income attributable to common unitholders and general partner $ 11,279
$ 28,219
Less: net income attributable to the general partner (226 ) (564 )
Net income attributable to common unitholders $ 11,053

$ 27,655

Basic net income (loss) per common unit
Weighted average common units—basic 12,261
12,255
Basic net income from continuing operations per common unit $ 0.90
$ 2.26
Basic net loss from discontinued operations per common unit $ —
$ —
Basic net income per common unit $ 0.90
$ 2.26


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands, except per unit data)	2020		2019		2020		2019
Allocation of net income (loss)
Net income (loss) from continuing operations	$	7,216	$	39,163	$	(99,506)	$	94,034

Less: income attributable to preferred unitholders	(7,500)		(7,500)		(22,613)		(22,500)
Net income (loss) from continuing operations attributable to common unitholders and general partner	$	(284)	$	31,663	$	(122,119)	$	71,534
Add (less): net loss (income) from continuing operations attributable to the general partner	5		(634)		2,442		(1,431)
Net income (loss) from continuing operations attributable to common unitholders	$	(279)	$	31,029	$	(119,677)	$	70,103

Net income from discontinued operations	$	0	$	7	$	0	$	206
Less: net income from discontinued operations attributable to the general partner	0		0		0		(4)
Net income from discontinued operations attributable to common unitholders	$	0	$	7	$	0	$	202

Net income (loss)	$	7,216	$	39,170	$	(99,506)	$	94,240

Less: income attributable to preferred unitholders	(7,500)		(7,500)		(22,613)		(22,500)
Net income (loss) attributable to common unitholders and general partner	$	(284)	$	31,670	$	(122,119)	$	71,740
Add (less): net loss (income) attributable to the general partner	5		(634)		2,442		(1,435)
Net income (loss) attributable to common unitholders	$	(279)	$	31,036	$	(119,677)	$	70,305

Basic net income (loss) per common unit
Weighted average common units—basic	12,261		12,261		12,261		12,259
Basic net income (loss) from continuing operations per common unit	$	(0.02)	$	2.53	$	(9.76)	$	5.72
Basic net income from discontinued operations per common unit	$	0.00	$	0.00	$	0.00	$	0.02
Basic net income (loss) per common unit	$	(0.02)	$	2.53	$	(9.76)	$	5.73

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands, except per unit data)	2020		2019		2020		2019
Diluted income (loss) per common unit
Weighted average common units—basic	12,261		12,261		12,261		12,259
Plus: dilutive effect of preferred units	0		10,494		0		10,494
Plus: dilutive effect of warrants	0		389		0		800
Plus: dilutive effect of unvested unit-based awards	—		13		—		31
Weighted average common units—diluted	12,261		23,157		12,261		23,584

Net income (loss) from continuing operations	$	7,216	$	39,163	$	(99,506)	$	94,034
Less: income attributable to preferred unitholders	(7,500)		0		(22,613)		0
Diluted net income (loss) from continuing operations attributable to common unitholders and general partner	$	(284)	$	39,163	$	(122,119)	$	94,034
Add (less): diluted net loss (income) from continuing operations attributable to the general partner	5		(784)		2,442		(1,881)
Diluted net income (loss) from continuing operations attributable to common unitholders	$	(279)	$	38,379	$	(119,677)	$	92,153

Diluted net income from discontinued operations attributable to common unitholders	$	0	$	7	$	0	$	202

Net income (loss)	$	7,216	$	39,170	$	(99,506)	$	94,240
Less: income attributable to preferred unitholders	(7,500)		0		(22,613)		0
Diluted net income (loss) attributable to common unitholders and general partner	$	(284)	$	39,170	$	(122,119)	$	94,240
Add (less): diluted net loss (income) attributable to the general partner	5		(784)		2,442		(1,885)
Diluted net income (loss) attributable to common unitholders	$	(279)	$	38,386	$	(119,677)	$	92,355

Diluted net income (loss) from continuing operations per common unit	$	(0.02)	$	1.66	$	(9.76)	$	3.91
Diluted net income from discontinued operations per common unit	$	0.00	$	0.00	$	0.00	$	0.01
Diluted net income (loss) per common unit	$	(0.02)	$	1.66	$	(9.76)	$	3.92

For the Three Months Ended March 31,
(In thousands, except per unit data) 2020 2019
Diluted income (loss) per common unit
Weighted average common units—basic 12,261
12,255
Plus: dilutive effect of preferred units 23,187
6,664
Plus: dilutive effect of warrants —
1,096
Weighted average common units—diluted 35,448
20,015

Net income from continuing operations $ 18,779
$ 35,765
Less: diluted net income from continuing operations attributable to the general partner (376 ) (715 )
Diluted net income from continuing operations attributable to common unitholders $ 18,403
$ 35,050

Diluted net loss from discontinued operations attributable to common unitholders $ —
$ (45 )

Net income $ 18,779
$ 35,719
Less: diluted net income attributable to the general partner (376 ) (714 )
Diluted net income attributable to common unitholders $ 18,403
$ 35,005

Diluted net income from continuing operations per common unit $ 0.52
$ 1.75
Diluted net loss from discontinued operations per common unit $ —
$ —
Diluted net income per common unit $ 0.52
$ 1.75

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

5. Segment Information

The Partnership's segments are strategic business units that offer distinct products and services to different customers in different geographies within the U.S. and that are managed accordingly. NRP has the following ~~two~~2 operating segments:

Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. The Partnership's coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. The Partnership's industrial minerals and aggregates properties are located in various states across the United States. The Partnership's oil and gas royalty assets are primarily located in Louisiana and its timber assets are primarily located in West Virginia.

Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Ciner Wyoming, a trona ore mining operation and soda ash refinery in the Green River Basin of Wyoming. Ciner Resources LP, the Partnership's operating partner, mines the trona, processes it into soda ash, and distributes the soda ash both domestically and internationally to the glass and chemicals industries.

Direct segment costs and certain other costs incurred at the corporate level that are identifiable and that benefit the Partnership's segments are allocated to the operating segments accordingly. These allocated costs generally include salaries and benefits, insurance, property taxes, legal, royalty, information technology and shared facilities services and are included in operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive ~~Income.~~Income (Loss).

Corporate and Financing includes functional corporate departments that do not earn revenues. 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.~~Income (Loss).

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The following table summarizes certain financial information for each of the Partnership's business segments:


	Operating Segments
(In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
For the Three Months Ended September 30, 2020
Revenues	$	27,944	$	1,986	$	0	$	29,930


Operating and maintenance expenses	5,685		96		0		5,781
Depreciation, depletion and amortization	2,111		0		0		2,111
General and administrative expenses	0		0		3,634		3,634
Asset impairments	934		0		0		934
Other expenses, net	41		0		10,213		10,254
Net income (loss) from continuing operations	19,173		1,890		(13,847)		7,216


For the Three Months Ended September 30, 2019
Revenues	$	43,784	$	13,818	$	0	$	57,602

Gain on asset sales and disposals	6,107		0		0		6,107
Operating and maintenance expenses	5,771		223		0		5,994
Depreciation, depletion and amortization	3,384		0		0		3,384
General and administrative expenses	0		0		4,253		4,253
Asset impairments	484		0		0		484
Other expenses, net	0		0		10,431		10,431
Net income (loss) from continuing operations	40,252		13,595		(14,684)		39,163
Income from discontinued operations	0		0		0		7

For the Nine Months Ended September 30, 2020
Revenues	$	95,490	$	5,200	$	0	$	100,690

Gain on asset sales and disposals	465		0		0		465
Operating and maintenance expenses	19,059		141		0		19,200
Depreciation, depletion and amortization	6,185		0		0		6,185
General and administrative expenses	0		0		11,168		11,168
Asset impairments	133,217		0		0		133,217
Other expenses, net	56		0		30,835		30,891
Net income (loss) from continuing operations	(62,562)		5,059		(42,003)		(99,506)


For the Nine Months Ended September 30, 2019
Revenues	$	168,777	$	36,833	$	0	$	205,610

Gain on asset sales and disposals	6,609		0		0		6,609
Operating and maintenance expenses	26,590		223		0		26,813
Depreciation, depletion and amortization	11,746		0		0		11,746
General and administrative expenses	0		0		12,799		12,799
Asset impairments	484		0		0		484
Other expenses, net	0		0		66,343		66,343
Net income (loss) from continuing operations	136,566		36,610		(79,142)		94,034
Income from discontinued operations	0		0		0		206

Operating Segments
(In thousands) Coal Royalty and Other Soda Ash Corporate and Financing Total
For the Three Months Ended March 31, 2020
Revenues $ 33,942
$ 6,272
$ —
$ 40,214
Operating and maintenance expenses 5,186
16
—
5,202
Depreciation, depletion and amortization 2,012
—
—
2,012
General and administrative expenses —
—
3,913
3,913
Interest expense, net —
—
10,308
10,308
Net income (loss) from continuing operations 26,744
6,256
(14,221 ) 18,779

For the Three Months Ended March 31, 2019
Revenues $ 55,103
$ 11,682
$ —
$ 66,785
Gain on asset sales and disposals 256
—
—
256
Operating and maintenance expenses 8,360
—
—
8,360
Depreciation, depletion and amortization 4,392
—
—
4,392
General and administrative expenses —
—
4,350
4,350
Interest expense, net —
—
14,174
14,174
Net income (loss) from continuing operations 42,607
11,682
(18,524 ) 35,765
Loss from discontinued operations —
—
—
(46 )

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

6. Equity Investment

The Partnership accounts for its 49% investment in Ciner Wyoming using the equity method of accounting. Activity related to this investment is as follows:


	For the Three Months Ended March 31,							For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands)	2020			2019			(In thousands)	2020		2019		2020		2019
Balance at beginning of period	$	263,080		$	247,051		Balance at beginning of period	$	252,420	$	251,135	$	263,080	$	247,051
Income allocation to NRP’s equity interests	7,493			12,894			Income allocation to NRP’s equity interests	3,004		15,068		8,450		40,511
Amortization of basis difference	(1,221		)	(1,212		)	Amortization of basis difference	(1,018)		(1,250)		(3,250)		(3,678)
Other comprehensive income (loss)	(1,023		)	1,003			Other comprehensive income (loss)	2,428		(520)		2,764		(341)
Distribution	(7,105		)	(9,800		)	Distribution	0		(6,370)		(14,210)		(25,480)
Balance at end of period	$	261,224		$	249,936		Balance at end of period	$	256,834	$	258,063	$	256,834	$	258,063

The following table represents summarized financial information for Ciner Wyoming as derived from their respective unaudited financial statements for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands)	2020		2019		2020		2019
Net sales	$	98,197	$	137,148	$	288,804	$	397,378
Gross profit	11,704		36,747		35,363		103,382
Net income	6,130		30,750		17,245		82,675

For the Three Months Ended March 31,
(In thousands) 2020 2019
Net sales $ 114,423
$ 130,436
Gross profit 21,417
34,102
Net income 15,292
26,315

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

7. Mineral Rights, Net

The Partnership’s mineral rights consist of the following:


	March 31, 2020							December 31, 2019								September 30, 2020						December 31, 2019
(In thousands)	Carrying Value		Accumulated Depletion			Net Book Value		Carrying Value		Accumulated Depletion			Net Book Value		(In thousands)	Carrying Value		Accumulated Depletion		Net Book Value		Carrying Value		Accumulated Depletion		Net Book Value
Coal properties	$	981,352	$	(422,042	)	$	559,310	$	981,352	$	(420,448	)	$	560,904	Coal properties	$	798,870	$	(354,843)	$	444,027	$	981,352	$	(420,448)	$	560,904
Aggregates properties	41,486		(13,474		)	28,012		41,486		(13,357		)	28,129		Aggregates properties	9,102		(2,741)		6,361		41,486		(13,357)		28,129
Oil and gas royalty properties	12,395		(8,064		)	4,331		12,395		(7,887		)	4,508		Oil and gas royalty properties	12,354		(8,416)		3,938		12,395		(7,887)		4,508
Other	13,156		(1,601		)	11,555		13,156		(1,601		)	11,555		Other	13,156		(1,612)		11,544		13,156		(1,601)		11,555
Total mineral rights, net	$	1,048,389	$	(445,181	)	$	603,208	$	1,048,389	$	(443,293	)	$	605,096	Total mineral rights, net	$	833,482	$	(367,612)	$	465,870	$	1,048,389	$	(443,293)	$	605,096

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income (Loss) and totaled ~~$1.9~~$2.1 million and ~~$3.5~~$2.8 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $6.0 million and $9.5 million for the nine months ended September 30, 2020 and 2019, respectively.

The ~~Partnership's~~Partnership recorded ~~zero impairment~~$0.9 million and $133.2 million of expense to fully impair certain properties during the three and nine months ended ~~March 31, 2020.~~September 30, 2020, respectively, primarily related to weakened coal markets that resulted in termination of certain coal leases, changes to lessee mine plans resulting in permanent moves off certain of our coal properties and decreased oil and gas drilling activity which negatively impacted the outlook for NRP's frac sand properties. The Partnership has developed procedures to evaluate its long-lived assets for possible impairment periodically or whenever events or changes in circumstances indicate an asset's net book value may not be recoverable. Potential events or circumstances include, but are not limited to, specific events such as a reduction in economically recoverable reserves or production ceasing on a property for an extended period. This analysis is based on historic, current and future performance and considers both quantitative and qualitative information. While the Partnership's impairment evaluation as of ~~March 31,~~September 30, 2020 incorporated an estimated impact of the global COVID-19 pandemic, there is significant uncertainty as to the severity and duration of this disruption. If the impact is worse than we currently estimate, an additional impairment charge may be recognized in future periods.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

8. Debt, Net

The Partnership's debt consists of the following:


	September 30,		December 31,
(In thousands)	2020		2019
NRP LP debt:
9.125% senior notes, with semi-annual interest payments in June and December, due June 2025, issued at par ("2025 Senior Notes")	$	300,000	$	300,000


Opco debt:
Revolving credit facility	$	0	$	0
Senior Notes
5.05% with semi-annual interest payments in January and July, with annual principal payments in July, due July 2020	$	0	$	6,780
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023	7,094		9,458
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023	24,016		24,016
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024	50,738		63,423
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024	16,047		20,059
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026	79,945		79,945
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026	20,375		20,375

Total Opco Senior Notes	$	198,215	$	224,056

Total debt at face value	$	498,215	$	524,056

Net unamortized debt issuance costs	(6,742)		(7,858)
Total debt, net	$	491,473	$	516,198
Less: current portion of long-term debt	(39,072)		(45,776)
Total long-term debt, net	$	452,401	$	470,422

March 31, December 31,
(In thousands) 2020 2019
NRP LP debt:
9.125% senior notes, with semi-annual interest payments in June and December, due June 2025, issued at par ("2025 Senior Notes") $ 300,000
$ 300,000
Opco debt:
Revolving credit facility $ —
$ —
Senior Notes
5.05% with semi-annual interest payments in January and July, with annual principal payments in July, due July 2020 $ 6,780
$ 6,780
5.55% with semi-annual interest payments in June and December, with annual principal payments in June, due June 2023 9,458
9,458
4.73% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2023 24,016
24,016
5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 50,738
63,423
8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024 16,047
20,059
5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 79,945
79,945
5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026 20,375
20,375
Total Opco Senior Notes $ 207,359
$ 224,056
Total debt at face value $ 507,359
$ 524,056
Net unamortized debt issuance costs (7,482 ) (7,858 )
Total debt, net $ 499,877
$ 516,198
Less: current portion of long-term debt (45,767 ) (45,776 )
Total long-term debt, net $ 454,110
$ 470,422

NRP LP Debt

2025 Senior Notes

The 2025 Senior Notes were issued under an Indenture dated as of April 29, 2019 (the "2025 Indenture"), bear interest at 9.125% per year and mature on June 30, 2025. Interest is payable semi-annually on June 30 and December 30.

NRP and NRP Finance have 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. Furthermore, before October 30, 2021, NRP may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes with the net proceeds of certain public or private equity offerings at a redemption price of 109.125% of the principal amount of 2025 Senior Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the aggregate principal amount of the 2025 Senior Notes issued under the 2025 Indenture remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. In the event of a change of control, as defined in the 2025 Indenture, the holders of the 2025 Senior Notes may require 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. The 2025 Senior Notes were issued at par.

1217

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

The 2025 Senior Notes are the senior unsecured obligations of NRP and NRP Finance. The 2025 Senior Notes rank equal in right of payment to all existing and future senior unsecured debt of NRP and NRP Finance and senior in right of payment to any of NRP's subordinated debt. The 2025 Senior Notes are effectively subordinated in right of payment to all future secured debt of NRP and NRP Finance to the extent of the value of the collateral securing such indebtedness and are 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. None of NRP's subsidiaries guarantee the 2025 Senior Notes. As of ~~March~~September 30, 2020 and December 31, ~~2020,~~2019, NRP and NRP Finance were in compliance with the terms of the Indenture relating to their 2025 Senior Notes.

2022 Senior Notes

During the second quarter of 2019, the Partnership redeemed the 2022 Senior Notes at a redemption price equal to 105.250% of the principal amount of the 2022 Senior Notes, plus accrued and unpaid interest. In connection with the early redemption, the Partnership paid an $18.1 million call premium and wrote off $10.4 million of unamortized debt issuance costs and debt discount. These expenses are included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income (Loss).

Opco Debt

All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries other than NRP Trona LLC. As of ~~March 31,~~September 30, 2020 and December 31, 2019, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

Opco Credit Facility

In April 2019, the Partnership entered into the Fourth Amendment (the “Fourth Amendment”) to the Opco Credit Facility (the "Opco Credit Facility"). The Fourth Amendment extended the term of the Opco Credit Facility until April 2023. Lender commitments under the Opco Credit Facility remain at $100.0 million. The Opco Credit Facility contains financial covenants requiring Opco to maintain:

•A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 4.0x; provided, however, that if the Partnership increases its quarterly distribution to its common unitholders above $0.45 per common unit, the maximum leverage ratio under the Opco Credit Facility will permanently decrease from 4.0x to 3.0x; and

•a fixed charge coverage ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated interest expense and consolidated lease expense) of not less than 3.5 to 1.0.

During the three and nine months ended ~~March 31,~~September 30, 2020 and 2019, the Partnership did not have any borrowings outstanding under the Opco Credit Facility and had $100 million in available borrowing capacity at both ~~March 31,~~September 30, 2020 and December 31, 2019.

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of ~~$398.7~~$366.8 million and $399.7 million classified as mineral rights, net and other long-term assets, net on the Partnership’s Consolidated Balance Sheets as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

Opco Senior Notes

Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of ~~March 31,~~September 30, 2020 and December 31, 2019, the Opco Senior Notes had cumulative principal balances of ~~$207.4~~$198.2 million and $224.1 million, respectively. Opco made mandatory principal payments of ~~$16.7~~$25.8 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and ~~$86.5~~$97.1 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2019, which included a $49.3 million pre-payment as a result of the sale of the Partnership's construction aggregates business.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

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. Opco has not exceeded the 3.75 to 1.00 ratio at the end of any fiscal quarter through ~~March 31,~~September 30, 2020.

~~Table of Contents~~

~~NATURAL RESOURCE PARTNERS L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(Unaudited)~~

9. Fair Value Measurements

Fair Value of Financial Assets and Liabilities

The Partnership’s financial assets and liabilities consist of cash and cash equivalents, a contract receivable and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to their short-term nature. The Partnership uses available market data and valuation methodologies to estimate the fair value of its debt and contract receivable.

The following table shows the carrying ~~amount~~value and estimated fair value of the Partnership's debt and contract receivable:

March 31, 2020 December 31, 2019
(In thousands) Fair Value Hierarchy Level Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Debt:
NRP 2025 Senior Notes 1 $ 294,353
$ 209,250
$ 294,084
$ 269,250
Opco Senior Notes ⁽¹⁾
3 205,524
144,633
222,114
201,090
Opco Credit Facility 3 —
—
—
—

Assets:
Contract receivable (current and long-term) ⁽²⁾
3 $ 36,747
$ 27,692
$ 38,945
$ 33,460


		September 30, 2020				December 31, 2019
(In thousands)	Fair Value Hierarchy Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Debt:
NRP 2025 Senior Notes	1	$	294,891	$	263,250	$	294,084	$	269,250

Opco Senior Notes (1)	3	196,582		173,934		222,114		201,090
Opco Credit Facility	3	0		0		0		0


Assets:

Contract receivable (current and long-term) (2)	3	$	35,800	$	27,255	$	38,945	$	33,460


~~(1)~~	The fair value of the Opco Senior Notes are estimated by management using quotations obtained for the NRP 2025 Senior Notes on the closing trading prices near period end, which were at 70% of par value at March 31, 2020.


~~(2)~~	The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at March 31, 2020.

(1)The fair value of the Opco Senior Notes are estimated by management using quotations obtained for the NRP 2025 Senior Notes on the closing trading prices near period end, which were at 88% of par value at September 30, 2020.

(2)The fair value of the Partnership's contract receivable is determined based on the present value of future cash flow projections related to the underlying asset at a discount rate of 15% at September 30, 2020.

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. Level 3 valuation of the embedded derivatives are based on numerous factors including the likelihood of the event occurring. 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.~~Income (Loss). The embedded derivatives had ~~zero~~0 value as of ~~March 31,~~September 30, 2020 and December 31, 2019.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

10. Related Party Transactions

Affiliates of our General Partner

The Partnership’s general partner does not receive any management fee or other compensation for its management of NRP. However, in accordance with the partnership agreement, the general partner and its affiliates are reimbursed for services provided to the Partnership and for expenses incurred on the Partnership’s behalf. Employees of Quintana Minerals Corporation ("QMC") and Western Pocahontas Properties Limited Partnership ("WPPLP"), affiliates of the Partnership, provide their services to manage the Partnership's business. QMC and WPPLP charge the Partnership the portion of their employee salary and benefits costs related to their employee services provided to NRP. 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.~~Income (Loss). NRP also reimburses overhead costs incurred by its affiliates 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.~~

~~Table of Contents~~

~~NATURAL RESOURCE PARTNERS L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(Unaudited)~~

Income (Loss).

Direct general and administrative expenses charged to the Partnership by QMC and WPPLP are included on the Partnership's Consolidated Statement of Comprehensive Income (Loss) as follows:


	For the Three Months Ended March 31,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(In thousands)	2020		2019		(In thousands)	2020		2019		2020		2019
Operating and maintenance expenses	$	1,623	$	1,635	Operating and maintenance expenses	$	1,562	$	1,598	$	4,729	$	4,806
General and administrative expenses	898		963		General and administrative expenses	878		855		2,657		2,704

The Partnership had accounts payable to QMC of $0.4 million at both September 30, 2020 and December 31, 2019 and $0.2 million and $0.1 million to WPPLP on its Consolidated Balance Sheets ~~as of both March 31,~~at September 30, 2020 and December 31, ~~2019.~~2019, respectively.

During the three months ended ~~March 31,~~September 30, 2020 and 2019, the Partnership recognized ~~$0.1~~$0.2 million and ~~$3.0~~$0.3 million in operating and maintenance expenses, respectively, on its Consolidated Statements of Comprehensive Income (Loss) related to an overriding royalty agreement with WPPLP. These amounts were $0.3 million and $3.8 million during the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, the Partnership had $0.4 million of other long-term assets on its Consolidated Balance Sheet related to a prepaid royalty for this agreement and at December 31, 2019, the Partnership had $0.1 million of accounts payable to WPPLP related to this agreement.

Industrial Minerals Group LLC

Corbin J. Robertson, III, a Director of GP Natural Resource Partners LLC, ~~owns~~owned a minority ownership interest in Industrial Minerals Group LLC (“Industrial Minerals”), which, through its subsidiaries, leases two of NRP's coal royalty properties in Central Appalachia. As of December 31, 2019, Mr. Robertson no longer held an equity interest in Industrial Minerals; accordingly, revenues are no longer classified as related party revenues as of such date. Coal royalty related revenues from Industrial Minerals totaled ~~$1.6~~$0.4 million and ~~$0.2~~$0.9 million for the three and nine months ended ~~March 31, 2020 and~~September 30, 2019, respectively. The Partnership had accounts receivable from Industrial Minerals of ~~$2.6 million and~~ $0.7 million on its Consolidated Balance ~~Sheets~~Sheet as of ~~March~~December 31, ~~2020~~2019.

Quinwood Coal Company

In May 2017, a subsidiary of Alpha Natural Resources assigned two coal leases with us to Quinwood Coal Company ("Quinwood"), an entity wholly owned by Corbin J. Robertson III. Coal related revenues from Quinwood totaled $0.0 million and ~~December 31,~~$0.2 million for the three and nine months ended September 30, 2019, respectively.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

11. Major Customers

Revenues from customers that exceeded 10 percent of total revenues for any of the periods presented below are as follows:


	For the Three Months Ended March 31,									For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2020				2019					2020				2019				2020				2019
(In thousands)	Revenues		Percent		Revenues		Percent		(In thousands)	Revenues		Percent		Revenues		Percent		Revenues		Percent		Revenues		Percent
Foresight Energy ⁽¹⁾	$	8,661	22	%	$	16,191	24	%
Foresight Energy (1) (2)									Foresight Energy (1) (2)	$	8,592	29	%	$	12,375	21	%	$	27,052	27	%	$	44,604	22	%
Contura Energy⁽¹⁾	8,571		21	%	11,111		17	%	Contura Energy (1)	7,143		24	%	9,190		16	%	23,164		23	%	32,915		16	%


~~(1)~~	~~Revenues from Foresight Energy and Contura Energy are included within the Partnership's Coal Royalty and Other segment.~~

(1)Revenues from Foresight Energy and Contura Energy are included within the Partnership's Coal Royalty and Other segment.

(2)In June 2020, the Partnership entered into lease amendments with Foresight Energy 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 Energy for calendar years 2020 and 2021.

12. Commitments and Contingencies

NRP is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these ordinary course matters will not have a material effect on the Partnership’s financial position, liquidity or operations.

In November 2019, the District Court of Harris County, Texas, 157th Judicial District, issued a ruling in the contingent consideration payment dispute that Anadarko Holding Company and its subsidiary, Big Island Trona Company (together, "Anadarko") brought against NRP in July 2017. The Trial Court ruled in NRP’s favor in all respects and ordered that Anadarko take nothing. Anadarko did not appeal the trial court ruling, and accordingly this lawsuit was concluded in the first quarter of 2020 with no liability to the Partnership.

~~Table of Contents~~

~~NATURAL RESOURCE PARTNERS L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(Unaudited)~~

13. Unit-Based Compensation

The Partnership's unit-based awards granted in 2020 and 2019 were valued using the closing price of NRP's units as of the grant date. The grant date fair value of these awards granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019 were $3.5 million and ~~$5.2~~$5.4 million, respectively. Total unit-based compensation expense associated with these awards was ~~$0.7~~$0.9 million and ~~$0.9~~$0.5 million for the three months ended ~~March 31,~~September 30, 2020 and 2019, respectively, and $2.6 million and $1.8 million for the nine months ended September 30, 2020 and 2019, respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive ~~Income.~~Income (Loss). The unamortized cost associated with unvested outstanding awards as of ~~March 31,~~September 30, 2020 is ~~$5.8~~$4.4 million, which is to be recognized over a weighted average period of ~~2.3~~1.8 years. The unamortized cost associated with unvested outstanding awards as of December 31, 2019 was $3.5 million.

A summary of the unit activity in the outstanding grants during 2020 is as follows:


(In thousands)	Common Units	Weighted Average Exercise Price
Outstanding at January 1, 2020	157	$	37.48
Granted	203	$	17.20
Fully vested and issued	0	$	0
Forfeitures	(5)	$	17.20
Outstanding at September 30, 2020	355	$	26.20

(In thousands) Common Units Weighted Average Exercise Price
Outstanding at January 1, 2020 157
$ 37.48
Granted 203
$ 17.20
Fully vested and issued —
$ —
Forfeitures —
$ —
Outstanding at March 31, 2020 360
$ 26.08

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

14. Financing Transaction

The Partnership owns rail loadout and associated infrastructure at the Sugar Camp mine in the Illinois Basin operated by a subsidiary of Foresight Energy. The infrastructure at the Sugar Camp mine is leased to a subsidiary of Foresight Energy and is accounted for as a financing transaction (the "Sugar Camp lease"). The Sugar Camp lease expires in 2032 with renewal options for up to 80 additional years. Minimum payments are $5.0 million per year through the end of the lease term. The $5.0 million due to the Partnership in 2020 and 2021 is included in the fixed cash payments from Foresight Energy resulting from contract modifications entered into during the second quarter of 2020 as discussed in Note 11. 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. In the event the Sugar Camp lease is renewed beyond 2032, payments become a fixed $10 thousand per year for the remainder of the renewed term.

The following table shows certain amounts related to the Partnership's Sugar Camp lease through 2032:


	September 30,		December 31,
(In thousands)	2020		2019
Accounts receivable, net	$	0	$	540
Contract receivable, net (current and long-term)	35,800		38,945
Unearned income	19,704		21,889
Projected remaining payments, net	$	55,504	$	61,374

March 31, December 31,
(In thousands) 2020 2019
Accounts receivable, net $ 804
$ 540
Contract receivable, net (current and long-term) 36,747
38,945
Unearned income 21,120
21,889
Projected remaining payments, net $ 58,671
$ 61,374

15. Credit Losses

The Partnership is exposed to credit losses through collection of its ~~short-term~~ trade receivables resulting from contracts with customers and a long-term receivable resulting from a financing transaction with a customer. The Partnership records an allowance for current expected credit losses on these receivables based on the loss-rate method. 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. 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.

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~~NATURAL RESOURCE PARTNERS L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(Unaudited)~~

As of ~~March 31,~~September 30, 2020, NRP recorded the following current expected credit loss (“CECL”) related to its ~~receivables:~~receivables and long-term contract receivable:


(In thousands)	Gross		CECL Allowance		Net
Receivables	$	24,172	$	(2,324)	$	21,848
Long-term contract receivable	35,370		(1,579)		33,791
Total	$	59,542	$	(3,903)	$	55,639

(In thousands) Gross CECL Allowance Net
Short-term receivables $ 36,276
$ (1,914 ) $ 34,362
Long-term contract receivable 36,442
(1,626 ) 34,816
Total $ 72,718
$ (3,540 ) $ 69,178

NRP recorded ~~$(0.4)~~$0.3 million and $0.0 million in operating and maintenance expenses on its Consolidated Statement of Comprehensive Income (Loss) related to ~~a decrease~~the change in CECL allowance during the three and nine months ended ~~March 31, 2020.~~September 30, 2020, respectively. In addition, the Partnership recorded $0.0 million and $3.9 million of bad debt expense due to balances deemed to be non-collectible in the three and nine months ended September 30, 2020, 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 ~~reconciliation,~~reconciliations, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection ~~specialist~~specialists to pursue recovery of defaulted receivables.

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NATURAL RESOURCE PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(Unaudited)

16. Leases

Lessee Accounting

As of ~~March 31,~~September 30, 2020, the Partnership had one operating lease for an office building that is owned by WPPLP. On January 1, 2019, the Partnership entered into a new lease of the building with a five-year base term and five additional five-year renewal options. Upon lease commencement and as of ~~March 31,~~September 30, 2020, 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. 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 $3.5 million at both September 30, 2020 and December 31, ~~2019 and March 31, 2020.~~2019. During the three and nine months ended ~~March 31,~~September 30, 2020 and 2019, the Partnership incurred total operating lease ~~expenses~~expense of $0.1 million and $0.4 million, respectively, included in both operating and maintenance expenses and general and administrative expenses on its Consolidated Statements of Comprehensive ~~Income.~~Income (Loss).

The following table details the maturity analysis of the Partnership's operating lease liability and reconciles the undiscounted cash flows to the operating lease liability included on its Consolidated Balance Sheet:


Remaining Annual Lease Payments (In thousands)	As of March 31, 2020			Remaining Annual Lease Payments (In thousands)	As of September 30, 2020
2020	$	362		2020	$	121
2021	483			2021	483
2022	483			2022	483
2023	483			2023	483
2024	483			2024	483
After 2024	11,597			After 2024	11,597
Total lease payments ⁽¹⁾	$	13,891		Total lease payments (1)	$	13,650
Less: present value adjustment ⁽²⁾	(10,387		)	Less: present value adjustment (2)	(10,150)
Total operating lease liability	$	3,504		Total operating lease liability	$	3,500

(1)The remaining lease term of the Partnership's operating lease is 28.25 years.


~~(1)~~	~~The remaining lease term of the Partnership's operating lease is 28.75 years.~~

~~(2)~~

(2)The present value of the operating lease liability on the Partnership's Consolidated Balance Sheets was calculated using a 13.5% discount rate which represents the Partnership's estimated incremental borrowing rate under the lease. As the Partnership's lease does not provide an implicit rate, the Partnership estimated the incremental borrowing rate at the time the lease was entered into by utilizing the rate of the Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30-year expected lease term.

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~~NATURAL RESOURCE PARTNERS L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(Unaudited)~~

~~Lessor Accounting~~

~~The~~Partnership owns loadout and other transportation assets at the Partnership's Macoupin property in the Illinois Basin which is operated by Foresight Energy. The infrastructure at the Macoupin property is leased to a subsidiary of Foresight Energy and is accounted for as an operating lease under ASC 842. The lease with Macoupin expires in January 2108. From the inception of this lease in 2009 through January 2039, the lease provides that the Partnership is entitled to variable lease payments in the form of throughput fees determined based on the amount of coal transported and processed utilizing the Partnership's assets. These fees are included in transportation and processing services revenues on the Partnership's Consolidated ~~Statements of Comprehensive Income and were $1.0 million and $1.2 million in~~Balance Sheets was calculated using a 13.5% discount rate which represents the ~~three months ended March 31, 2020 and 2019, respectively. After January 2039,~~Partnership's estimated incremental borrowing rate under the lease. As the Partnership's lease does not provide an implicit rate, the Partnership estimated the incremental borrowing rate at the time the lease ~~provides that~~was entered into by utilizing the ~~Partnership is entitled to an annual rent of $10 thousand per year in place~~rate of the ~~variable~~Partnership's secured debt and adjusting it for factors that reflect the profile of borrowing over the 30-year expected lease ~~payments.~~term.

17. Subsequent Events

The following represents material events that have occurred subsequent to ~~March 31,~~September 30, 2020 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:

Common Unit and Preferred Unit Distributions

In ~~April~~November 2020, ~~NRP announced it would suspend~~ the Board of Directors declared a distribution of $0.45 per common unit ~~distribution and would pay-in-kind one-half of the preferred unit distribution~~ with respect to the ~~first~~third quarter of 2020. The Board of Directors also declared a distribution on NRP's preferred units with respect to the third quarter of 2020 to be paid one-half in cash equal to $3.75 million and one-half in kind through the issuance of 3,750 additional preferred units.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following review of operations for the three and nine month periods ended ~~March 31,~~September 30, 2020 and 2019 should be read in conjunction with our consolidated financial statements and the notes to consolidated financial statements included in this Form 10-Q and with the consolidated financial statements, notes to consolidated financial statements and management’s discussion and analysis included in the Natural Resource Partners L.P. Annual Report on Form 10-K for the year ended December 31, 2019.

As used herein, unless the context otherwise requires: "we," "our," "us" and the "Partnership" refer to Natural Resource Partners L.P. and, where the context requires, our subsidiaries. References to "NRP" and "Natural Resource Partners" refer to Natural Resource Partners L.P. only, and not to NRP (Operating) LLC or any of Natural Resource Partners L.P.’s subsidiaries. References to "Opco" refer to NRP (Operating) LLC, a wholly owned subsidiary of NRP, and its subsidiaries. NRP Finance Corporation ("NRP Finance") is a wholly owned subsidiary of NRP and a co-issuer with NRP on the 9.125% senior notes due 2025 (the "2025 Senior Notes").

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this 10-Q may constitute forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such forward-looking statements include, among other things, statements regarding: the effects of the global COVID-19 pandemic; our business strategy; our liquidity and access to capital and financing sources; our financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected production levels by our lessees; Ciner Wyoming LLC’s ("Ciner Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us, and of scheduled or potential regulatory or legal changes; and global and U.S. economic conditions.

These forward-looking statements speak only as of the date hereof and are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. See "Item 1A. Risk Factors" included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019 for important factors that could cause our actual results of operations or our actual financial condition to differ.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations less equity earnings (loss) from unconsolidated investment, net income attributable to non-controlling interest and gain on reserve swap; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income (loss), the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. For a description of Opco's debt agreements, see Note 8. Debt, Net in the Notes to Consolidated Financial Statements included herein as well as in "Item 8. Financial Statements and Supplementary Data—Note 12. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2019. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.

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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 and distributions to non-controlling interest. DCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. DCF may not be calculated the same for us as for other companies. In addition, DCF presented below is not calculated or presented on the same basis as distributable cash flow as defined in our partnership agreement, which is used as a metric to determine whether we are able to increase quarterly distributions to our common unitholders. DCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to asses our ability to make cash distributions and repay debt.

Free Cash Flow

Free cash flow ("FCF") represents net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and distributions to non-controlling interest. FCF is calculated before mandatory debt repayments. FCF is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities. FCF may not be calculated the same for us as for other companies. FCF is a supplemental liquidity measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess our ability to make cash distributions and repay debt.

Introduction

The following discussion and analysis presents management's view of our business, financial condition and overall performance. Our discussion and analysis consists of the following subjects:

•Executive Overview

•Results of Operations

•Liquidity and Capital Resources

•Off-Balance Sheet Transactions

•Related Party Transactions

•Summary of Critical Accounting Estimates

•Recent Accounting Standards

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Executive Overview

We are a diversified natural resource company engaged principally in the business of owning, managing and leasing a diversified portfolio of mineral properties in the United States, including interests in coal and other natural resources and own a non-controlling 49% interest in Ciner Wyoming LLC ("Ciner Wyoming"), a trona ore mining and soda ash production business. Our common units trade on the New York Stock Exchange under the symbol "NRP." Our business is organized into two operating segments:

Coal Royalty and Other—consists primarily of coal royalty properties and coal-related transportation and processing assets. Other assets include industrial mineral royalty properties, aggregates royalty properties, oil and gas royalty properties and timber. Our coal reserves are primarily located in Appalachia, the Illinois Basin and the Northern Powder River Basin in the United States. Our industrial minerals and aggregates properties are located in various states across the United States, our oil and gas royalty assets are primarily located in Louisiana and our timber assets are primarily located in West Virginia.

Soda Ash—consists of our 49% non-controlling equity interest in Ciner Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Ciner Resources LP, our operating partner, mines the trona, processes it into soda ash, and distributes the soda ash both domestically and internationally into the glass and chemicals industries.

Our financial results by segment for the nine months ended September 30, 2020 are as follows:


	Operating Segments
(In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
Revenues and other income	$	95,955	$	5,200	$	—	$	101,155
Net income (loss) from continuing operations	$	(62,562)	$	5,059	$	(42,003)	$	(99,506)
Adjusted EBITDA (1)	$	76,896	$	14,069	$	(11,168)	$	79,797

Cash flow provided by (used in) continuing operations
Operating activities	$	91,082	$	14,091	$	(30,760)	$	74,413
Investing activities	$	969	$	—	$	—	$	969
Financing activities	$	—	$	—	$	(58,074)	$	(58,074)
Distributable cash flow (1)	$	93,051	$	14,091	$	(30,760)	$	76,316
Free cash flow (1)	$	91,544	$	14,091	$	(30,760)	$	74,875

(1)See "—Results of Operations" below for reconciliations to the most comparable GAAP financial measures.

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Current Results/Market Commentary

Business Outlook and Quarterly Distributions

The global COVID-19 pandemic ~~continues~~has had a significant negative impact on demand for steel, electricity and glass, which translates to ~~affect businesses across~~lower demand for the ~~world.~~coal and soda ash that our properties produce. While demand for metallurgical and thermal coals and soda ash began to rebound during the third quarter, prices remain below pre-pandemic levels. We continue to employ remote work protocols and are conducting business as usual despite the pandemic. While the COVID-19 pandemic did not have a material impact on our first quarter results, we are starting to see the effects of the declining demand for steel, electricity and soda ash on our business. We expect reduced demand will continue and that our results will be negatively impacted in the coming months. Although we are unable to predict the ultimate severity or duration of the COVID-19 pandemic or its impact on our business, we ~~currently have approximately $200~~ended the third quarter with $215.6 million of ~~liquidity. In addition,~~liquidity consisting of $115.6 million of cash and cash equivalents and $100.0 million of borrowing capacity under our ~~$300~~Opco Credit Facility and generated $74.9 million of free cash flow during the nine months ended September 30, 2020. As a result, we believe we have the financial flexibility to navigate the effects of the pandemic on our business.

Despite our liquidity level at the end of the third quarter, our consolidated leverage ratio has risen since the onset of the COVID-19 pandemic and was 4.2x at September 30, 2020. The indenture governing our 2025 parent company notes ~~does not mature until 2025.~~restricts us from paying more than one-half of the quarterly distribution on our preferred units in cash if our consolidated leverage ratio exceeds 3.75x. Accordingly, ~~we believe we are well-positioned~~the Board of Directors of our general partner declared a distribution on our preferred units for the third quarter of 2020 to ~~manage~~be paid one-half in cash equal to $3.75 million and one-half in kind through the ~~downturn.~~

~~Our financial results by segment~~issuance of 3,750 additional preferred units. The Board also declared a cash distribution of $0.45 per common unit for the ~~three months ended March 31, 2020~~third quarter of 2020. To the extent our leverage ratio continues to exceed 3.75x, which we expect for the foreseeable future, we will be required to continue to pay one-half of the required preferred distributions in kind (“PIK units”) and will be unable to redeem any PIK units until our consolidated leverage ratio falls below 3.75x. Distributions on the outstanding PIK units will accrue and accumulate at 12% per year until such PIK units are ~~as follows:~~redeemed.

Operating Segments
(In thousands) Coal Royalty and Other Soda Ash Corporate and Financing Total
Revenues and other income $ 33,942
$ 6,272
$ —
$ 40,214
Net income (loss) from continuing operations $ 26,744
$ 6,256
$ (14,221 ) $ 18,779
Adjusted EBITDA ⁽¹⁾
$ 28,756
$ 7,089
$ (3,913 ) $ 31,932

Cash flow provided by (used in) continuing operations
Operating activities $ 30,556
$ 7,089
$ (7,490 ) $ 30,155
Investing activities $ 272
$ —
$ —
$ 272
Financing activities $ —
$ —
$ (28,186 ) $ (28,186 )
Distributable cash flow ⁽¹⁾
$ 30,828
$ 7,089
$ (7,490 ) $ 30,361
Free cash flow ⁽¹⁾
$ 30,828
$ 7,089
$ (7,490 ) $ 30,427


~~(1)~~	~~See "—Results of Operations" below for reconciliations to the most comparable GAAP financial measures.~~

Future distributions on NRP's common and preferred units will be determined on a quarterly basis by the Board of Directors. The Board of Directors considers numerous factors each quarter in determining cash distributions, including profitability, cash flow, debt service obligations, market conditions and outlook, estimated unitholder income tax liability and the level of cash reserves that the Board determines is necessary for future operating and capital needs.

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~~Current Results/Market Commentary~~

Coal Royalty and Other Business Segment

Demand for steel and electricity began to rebound in the third quarter and the outlook for our coal businesses has improved, though sales volumes and prices for coal sold from our properties in the third quarter remained below pre-pandemic levels. We expect coal markets to remain volatile as a result of ongoing uncertainties with the COVID-19 pandemic.

Our lessees sold ~~4.5~~12.1 million tons of coal from our properties in the first ~~quarter~~nine months of 2020 and we derived approximately ~~65%~~70% of our coal royalty revenues and approximately ~~60%~~65% of our coal royalty sales volumes from metallurgical coal during the ~~three months ended March 31, 2020.~~same period. Revenues and other income in the first ~~quarter~~nine months of 2020 were lower by ~~$21.4~~$79.4 million ~~and distributable cash flow and free cash flow were $12.8 million and $12.5 million lower, respectively,~~ as compared to the prior year period. This decrease is primarily a result of a weakened market for metallurgical coal as compared to the prior year period due to a decline in global steel demand. As a result, both sales volumes and prices for metallurgical coal sold were lower in the first ~~quarter~~nine months of 2020 compared to the prior year period. Prices for metallurgical coal have rebounded from the lows seen in the second quarter, but are not currently above pre-pandemic levels.

In addition, weaker domestic and export thermal coal markets compared to the prior year period resulted in lower ~~revenue~~revenues from our thermal coal properties. Domestic and export thermal coal markets remained challenged by lower utility demand, continued low natural gas prices and the secular shift to renewable energy.

~~A number~~ Although natural gas prices are forecasted to rise above $3/MMBtu this winter, stockpile levels at domestic utilities remain high, which we expect will temper the increased thermal coal demand that would normally result from higher natural gas prices. Our thermal coal business results are largely dependent on our various lease agreements with Foresight Energy. In June 2020, we entered into lease amendments with Foresight Energy pursuant to which Foresight agreed to pay us fixed cash payments of ~~mines on NRP's properties have been temporarily idled as~~$48.75 million in 2020 and $42.0 million in 2021 to satisfy all obligations arising out of the existing various coal mining leases and transportation infrastructure fee agreements between us and Foresight Energy for calendar years 2020 and 2021. These amendments provide us cash flow certainty for our thermal coal ~~lessees face not only reduced demand but workforce safety concerns and supply chain disruptions~~business through 2021. Through the first nine months of 2020, we received $35.0 million of the $48.75 million due to ~~the COVID-19 pandemic. NRP believes that lessees who have idled mines will continue to sell coal from inventory, which should result~~us in continued royalty payments to NRP over the near term. However, the pandemic has compounded already weak coal pricing and demand, and even those lessees who continue to operate are seeing significant negative impacts on their businesses.2020.

Additionally, NRP's largest lessee, Foresight Energy, filed for bankruptcy in March 2020 and has continued to operate since the filing. In its bankruptcy filings, Foresight disclosed that it intends to restructure its finances in a plan process. Foresight entered into agreements with its pre-petition lenders to support its restructuring plan process. In addition, Foresight reached agreement with certain

Table of its other key contract counterparties, including NRP, to enter into amendments to the counterparties’ agreements such that Foresight will be able to implement its restructuring plan. In its bankruptcy filings, Foresight announced its intention to continue to operate the Sugar Camp, Williamson, and Hillsboro mining complexes. While Foresight’s filings announced the idling of the Macoupin mine, Foresight recommenced longwall production at its lower-cost Hillsboro mine during the first quarter. NRP expects that any adverse impacts from the idling of the Macoupin mine will be partially offset by benefits from the increased production at the Hillsboro mine. Foresight’s ability to operate profitably and emerge from bankruptcy will continue to be impacted by weakened demand for thermal coal and the global COVID-19 pandemic.Contents

Soda Ash Business Segment

Ciner ~~Wyoming's results are primarily affected~~Wyoming has been negatively impacted by the COVID-19 pandemic as lower activity in the global ~~supply of~~auto, container and construction industries reduced demand for glass and soda ash, which in turn directly impacts the prices Ciner Wyoming and other producers charge for its products. Demand for soda ash in the United States is driven in a large part by economic growth and activity levels in the end markets that the glass-making industry serve, such as the automotive and construction industries. Because the United States is a well-developed market for soda ash, we expect that domestic supply of and demand for soda ash will remain stable for the near future. Soda ash demand in international markets has continued to grow in conjunction with GDP. We expect that future global economic growth will positively influence global demand and pricing, which will likely result in increased exports, primarily from the United States, Turkey and to a limited extent, from China, the largest suppliers of soda ash to international markets.

ash. Revenues and other income in the ~~first~~third quarter of 2020 were lower by ~~$5.4~~$11.8 million compared to the prior year quarter primarily due to a combination of lower ~~international demand that resulted in lower international soda ash~~ pricing and volumes sold.

~~Ciner Wyoming started~~ However, demand for glass began to ~~see the impact of COVID-19 on its operations towards the end of the first quarter~~rebound in the ~~form of slowing global demand~~third quarter and downward pricing pressure, and while Ciner Wyoming believes this did not have a material adverse effect on its first quarter results it will have a negative impact on subsequent quarters. The extent and duration to which COVID-19 will impact demand is highly uncertain and cannot be predicted with confidence at this time.the outlook for our soda ash business has improved. While Ciner Wyoming has ~~focused on safety~~yet to recover to pre-COVID levels, overall sales volumes increased 26.7% and overall production volumes increased 1.5% over second quarter 2020 results, though global prices remain depressed. While we believe our facility is competitively positioned as one of the lowest cost producers of soda ash in the world, we expect the market to remain volatile as a result of ongoing uncertainties with the COVID-19 pandemic.

In order to have financial flexibility during ~~this~~the COVID-19 pandemic, ~~and is actively managing the business to maintain cash flow and believes it has enough liquidity to meet its anticipated liquidity requirements.~~

Ciner Wyoming ~~has announced that it~~suspended its quarterly distribution in August 2020 and accordingly, did not pay quarterly distributions for the second or third quarters of 2020. Ciner Wyoming will ~~commence~~continue to evaluate, on a quarterly basis, whether to reinstate the distribution. Ciner Wyoming’s ability to pay future quarterly distributions will be dependent in part on its cash reserves, liquidity, total debt levels and anticipated capital expenditures. In addition, Ciner Wyoming continues to develop plans for a significant capacity expansion capital project. However, they have delayed the timing of significant costs related to this project ~~soon that it intends to fund in part by reinvesting cash that would otherwise be distributed to its partners. Prior to COVID-19, plans were for NRP to receive approximately $25 million to $28 million~~until they have more visibility into the impact of ~~annual cash distributions from Ciner Wyoming until the project is completed. However, due to~~ the COVID-19 pandemic ~~we are unable to predict the ultimate impact that it may have~~ on future distributions we receive. We believe that we will benefit over the long-term from increased productivity and cash distributions from Ciner Wyoming’s operations following completion of this capital project.their business

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~~Business Outlook~~

We expect the challenges described above to continue to negatively impact our results. NRP continues to maintain strong cash balances and liquidity, and efforts to de-lever and de-risk the Partnership over the past five years have prepared NRP to operate through this downturn.

Results of Operations

~~First Three Months~~Third Quarter of 2020 and 2019 Compared

Revenues and Other Income

The following table includes our revenues and other income by operating segment:


	For the Three Months Ended September 30,				Decrease		Percentage Change
Operating Segment (In thousands)	2020		2019
Coal Royalty and Other	$	27,944	$	49,891	$	(21,947)	(44)	%
Soda Ash	1,986		13,818		(11,832)		(86)	%
Total	$	29,930	$	63,709	$	(33,779)	(53)	%

For the Three Months Ended March 31, Decrease Percentage
Change
Operating Segment (In thousands) 2020 2019
Coal Royalty and Other $ 33,942
$ 55,359
$ (21,417 ) (39 )%
Soda Ash 6,272
11,682
(5,410 ) (46 )%
Total $ 40,214
$ 67,041
$ (26,827 ) (40 )%

The changes in revenues and other income is discussed for each of the operating segments below:

Table of Contents

Coal Royalty and Other

The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:


	For the Three Months Ended September 30,				Increase (Decrease)		Percentage Change
(In thousands, except per ton data)	2020		2019
Coal sales volumes (tons)
Appalachia
Northern	102		290		(188)		(65)	%
Central	2,247		3,222		(975)		(30)	%
Southern	172		438		(266)		(61)	%
Total Appalachia	2,521		3,950		(1,429)		(36)	%
Illinois Basin	758		551		207		38	%
Northern Powder River Basin	365		532		(167)		(31)	%

Total coal sales volumes	3,644		5,033		(1,389)		(28)	%

Coal royalty revenue per ton
Appalachia
Northern	$	3.06	$	2.54	$	0.52	20	%
Central	3.83		5.25		(1.42)		(27)	%
Southern	4.78		5.99		(1.21)		(20)	%

Illinois Basin	1.63		4.82		(3.19)		(66)	%
Northern Powder River Basin	3.46		4.69		(1.23)		(26)	%

Combined average coal royalty revenue per ton	3.36		5.05		(1.69)		(33)	%

Coal royalty revenues
Appalachia
Northern	$	312	$	735	$	(423)	(58)	%
Central	8,602		16,929		(8,327)		(49)	%
Southern	823		2,626		(1,803)		(69)	%
Total Appalachia	9,737		20,290		(10,553)		(52)	%
Illinois Basin	1,234		2,658		(1,424)		(54)	%
Northern Powder River Basin	1,262		2,492		(1,230)		(49)	%
Unadjusted coal royalty revenues	12,233		25,440		(13,207)		(52)	%
Coal royalty adjustment for minimum leases (1)	(1,623)		(713)		(910)		(128)	%
Total coal royalty revenues	$	10,610	$	24,727	$	(14,117)	(57)	%

Other revenues
Production lease minimum revenues (1)	$	4,267	$	2,752	$	1,515	55	%
Minimum lease straight-line revenues (1)	3,553		3,982		(429)		(11)	%
Property tax revenues	1,896		1,606		290		18	%
Wheelage revenues	1,680		1,675		5		—	%
Coal overriding royalty revenues	1,314		2,189		(875)		(40)	%
Lease amendment revenues	858		1,535		(677)		(44)	%

Aggregates royalty revenues	221		954		(733)		(77)	%
Oil and gas royalty revenues	1,078		374		704		188	%
Other revenues	263		125		138		110	%
Total other revenues	$	15,130	$	15,192	$	(62)	—	%
Coal royalty and other	$	25,740	$	39,919	$	(14,179)	(36)	%
Transportation and processing services revenues	2,204		3,865		(1,661)		(43)	%
Gain on asset sales and disposals	—		6,107		(6,107)		(100)	%
Total Coal Royalty and Other segment revenues and other income	$	27,944	$	49,891	$	(21,947)	(44)	%

For the Three Months Ended March 31, Increase
(Decrease) Percentage
Change
(In thousands, except per ton data) 2020 2019
Coal sales volumes (tons)
Appalachia
Northern 327
859
(532 ) (62 )%
Central 2,933
3,422
(489 ) (14 )%
Southern 222
348
(126 ) (36 )%
Total Appalachia 3,482
4,629
(1,147 ) (25 )%
Illinois Basin 505
560
(55 ) (10 )%
Northern Powder River Basin 527
856
(329 ) (38 )%
Total coal sales volumes 4,514
6,045
(1,531 ) (25 )%

Coal royalty revenue per ton
Appalachia
Northern $ 1.81
$ 4.71
$ (2.90 ) (62 )%
Central 4.83
6.03
(1.20 ) (20 )%
Southern 4.16
8.61
(4.45 ) (52 )%
Illinois Basin 4.35
4.77
(0.42 ) (9 )%
Northern Powder River Basin 4.13
2.61
1.52
58 %
Combined average coal royalty revenue per ton 4.44
5.39
(0.95 ) (18 )%

Coal royalty revenues
Appalachia
Northern $ 593
$ 4,045
$ (3,452 ) (85 )%
Central 14,173
20,644
(6,471 ) (31 )%
Southern 923
2,997
(2,074 ) (69 )%
Total Appalachia 15,689
27,686
(11,997 ) (43 )%
Illinois Basin 2,199
2,670
(471 ) (18 )%
Northern Powder River Basin 2,177
2,231
(54 ) (2 )%
Unadjusted coal royalty revenues 20,065

32,587

(12,522 ) (38 )%
Coal royalty adjustment for minimum leases (963 ) (456 ) (507 ) (111 )%
Total coal royalty revenues $ 19,102

$ 32,131
$ (13,029 ) (41 )%

Other revenues
Production lease minimum revenues $ 802
$ 2,700
$ (1,898 ) (70 )%
Minimum lease straight-line revenues 3,809
3,316
493
15 %
Property tax revenues 1,599
1,433
166
12 %
Wheelage revenues 2,204
1,415
789
56 %
Coal overriding royalty revenues 1,322
3,975
(2,653 ) (67 )%
Lease amendment revenues 843
771
72
9 %
Aggregates royalty revenues 576
1,464
(888 ) (61 )%
Oil and gas royalty revenues 1,103
1,719
(616 ) (36 )%
Other revenues 73
578
(505 ) (87 )%
Total other revenues $ 12,331
$ 17,371
$ (5,040 ) (29 )%
Coal royalty and other $ 31,433
$ 49,502
$ (18,069 ) (37 )%
Transportation and processing services revenues 2,509
5,601
(3,092 ) (55 )%
Gain on asset sales and disposals —
256
(256 ) (100 )%
Total Coal Royalty and Other segment revenues and other income $ 33,942
$ 55,359
$ (21,417 ) (39 )%

(1)Beginning April 1, 2020 and effective January 1, 2020, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications with Foresight Energy that fixed consideration paid to us over a two-year period.

Table of Contents

Coal Royalty Revenues

~~Total~~Approximately 70% of coal royalty revenues and approximately 65% of coal royalty sales volumes were derived from metallurgical coal during the three months ended September 30, 2020. Coal royalty revenues decreased ~~$13.0~~$14.1 million ~~from 2019 to 2020~~period-over-period primarily driven by the weakened coal markets that resulted in lower coal sales ~~volume.~~volumes and prices. The discussion of these decreases by region is as follows:

~~Appalachia:~~•Appalachia: Sales volumes decreased ~~25% and revenues decreased $12.0 million primarily as a result of weakened met coal markets.~~

~~Illinois Basin:~~ ~~Sales volumes decreased~~ ~~10%~~36% and coal royalty revenues decreased ~~$0.5~~$10.6 million primarily due to ~~weakening of the thermal coal export market and lower domestic thermal~~weakened coal demand ~~in 2020.~~

compounded by the COVID-19 pandemic.

•Illinois Basin: Sales volumes increased 38% due to increased activity at the Hillsboro and Williamson mines, while coal royalty revenues decreased $1.4 million primarily due to the idling of our Macoupin property. As mentioned above, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications with Foresight Energy that fixed consideration paid to us over a two-year period.

•Northern Powder River ~~Basin:~~Basin: Sales volumes decreased ~~38%~~31% and coal royalty revenues decreased ~~$0.1~~$1.2 million primarily due to our lessee mining off of our property in accordance with its mine plan in ~~2020, partially offset by a 58% increase in sales prices as compared to the prior year quarter.~~

~~Other Revenues~~

Other revenues decreased $5.0 million primarily due to a $2.7 million decrease in coal overriding royalty revenues driven by lower activity at our Williamson property in the Illinois Basin during the three months ended March 31, 2010 as compared to the prior year quarter.2020.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased ~~$3.1~~$1.7 million primarily due to ~~weakened demand for Illinois Basin coal that resulted in fewer tons being transported out~~idling of ~~our Illinois Basin~~the Macoupin mine where we own loadout and other transportation assets.

Gain on Asset Sales and ~~processing~~Disposals

Gain on asset sales and disposals decreased $6.1 million primarily due to the disposal of certain mineral right assets during the ~~three months ended March 31, 2020 as compared to the prior year quarter.~~third quarter of 2019.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased ~~$5.4~~$11.8 million ~~compared to the prior year quarter~~ primarily due to a combination of lower ~~international demand that resulted in lower international soda ash~~ pricing and volumes sold. Ciner Wyoming was negatively impacted by the COVID-19 pandemic as lower activity in the global auto, container and construction industries reduced demand for glass and soda ash.

Operating and Other Expenses

The following table presents the significant categories of our consolidated operating and other expenses:


	For the Three Months Ended September 30,				Increase (Decrease)		Percentage Change
(In thousands)	2020		2019
Operating expenses
Operating and maintenance expenses	$	5,781	$	5,994	$	(213)	(4)	%
Depreciation, depletion and amortization	2,111		3,384		(1,273)		(38)	%
General and administrative expenses	3,634		4,253		(619)		(15)	%
Asset impairments	934		484		450		93	%
Total operating expenses	$	12,460	$	14,115	$	(1,655)	(12)	%


Other expenses, net
Interest expense, net	$	10,254	$	10,431	$	(177)	(2)	%


Total other expenses, net	$	10,254	$	10,431	$	(177)	(2)	%

For the Three Months Ended March 31, Decrease Percentage
Change
(In thousands) 2020 2019
Operating expenses
Operating and maintenance expenses $ 5,202
$ 8,360
$ (3,158 ) (38 )%
Depreciation, depletion and amortization 2,012
4,392
(2,380 ) (54 )%
General and administrative expenses 3,913
4,350
(437 ) (10 )%
Total operating expenses $ 11,127
$ 17,102
$ (5,975 ) (35 )%

Total operating expenses decreased ~~$6.0~~$1.7 million primarily due to ~~the following:~~

Operating and maintenance expenses include costs to manage the Coal Royalty and Other and Soda Ash business segments and primarily consist of royalty, tax, employee-related and legal costs and bad debt expense. These costs decreased $3.2a $1.3 million primarily due to lower royalty fees related to an overriding royalty agreement with Western Pocahontas Properties Limited Partnership ("WPPLP"). As a result, the coal royalty expense NRP pays to WPPLP is fully offset by the coal royalty revenue NRP receives from this property.

~~Depreciation,~~decrease in depreciation, depletion and amortization expense ~~decreased $2.4 million due to~~as a result of lower coal sales volumes at certain properties.

~~Interest Expense, Net~~

~~Interest expense, net decreased $3.9 million primarily due to lower debt balances during the first three months of 2020 as a result of debt repayments made over the past twelve months.~~

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Adjusted EBITDA (Non-GAAP Financial Measure)

The following table reconciles net income (loss) from continuing operations (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:


	Operating Segments
For the Three Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Net income (loss) from continuing operations	$	19,173	$	1,890	$	(13,847)	$	7,216
Less: equity earnings from unconsolidated investment	—		(1,986)		—		(1,986)


Add: interest expense, net	41		—		10,213		10,254


Add: depreciation, depletion and amortization	2,111		—		—		2,111
Add: asset impairments	934		—		—		934
Adjusted EBITDA	$	22,259	$	(96)	$	(3,634)	$	18,529

September 30, 2019
Net income (loss) from continuing operations	$	40,252	$	13,595	$	(14,684)	$	39,163
Less: equity earnings from unconsolidated investment	—		(13,818)		—		(13,818)

Add: total distributions from unconsolidated investment	—		6,370		—		6,370
Add: interest expense, net	—		—		10,431		10,431


Add: depreciation, depletion and amortization	3,384		—		—		3,384
Add: asset impairments	484		—		—		484
Adjusted EBITDA	$	44,120	$	6,147	$	(4,253)	$	46,014

Operating Segments
For the Three Months Ended (In thousands) Coal Royalty and Other Soda Ash Corporate and Financing Total
March 31, 2020
Net income (loss) from continuing operations $ 26,744
$ 6,256
$ (14,221 ) $ 18,779
Less: equity earnings from unconsolidated investment —
(6,272 ) —
(6,272 )
Add: total distributions from unconsolidated investment —
7,105
—
7,105
Add: interest expense, net —
—
10,308
10,308
Add: depreciation, depletion and amortization 2,012
—
—
2,012
Adjusted EBITDA $ 28,756
$ 7,089
$ (3,913 ) $ 31,932

March 31, 2019
Net income (loss) from continuing operations $ 42,607
$ 11,682
$ (18,524 ) $ 35,765
Less: equity earnings from unconsolidated investment —
(11,682 ) —
(11,682 )
Add: total distributions from unconsolidated investment —
9,800
—
9,800
Add: interest expense, net —
—
14,174
14,174
Add: depreciation, depletion and amortization 4,392
—
—
4,392
Adjusted EBITDA $ 46,999
$ 9,800
$ (4,350 ) $ 52,449

Adjusted EBITDA decreased ~~$20.5~~$27.5 million primarily due to the following:

•Coal Royalty and Other Segment


◦	~~Adjusted EBITDA decreased $18.2 million primarily as a result of the decrease in revenues and other income driven by the weakened coal markets in the first three months of 2020.~~

◦Adjusted EBITDA decreased $21.9 million primarily as a result of the weakened coal markets in the third quarter of 2020.

•Soda Ash Segment


◦	~~Adjusted EBITDA decreased $2.7 million as a result of lower cash distributions received from Ciner Wyoming in the first three months of 2020.~~

◦Adjusted EBITDA decreased $6.2 million as a result of the suspended cash distribution from Ciner Wyoming in the third quarter of 2020 as compared to the $6.4 million distribution received during the third quarter of 2019.

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

The following table presents the three major categories of the statement of cash flows by business segment:

Operating Segments
For the Three Months Ended (In thousands) Coal Royalty and Other Soda Ash Corporate and Financing Total
March 31, 2020
Cash flow provided by (used in) continuing operations
Operating activities $ 30,556
$ 7,089
$ (7,490 ) $ 30,155
Investing activities 272
—
—
272
Financing activities —
—
(28,186 ) (28,186 )

March 31, 2019
Cash flow provided by (used in) continuing operations
Operating activities $ 42,916
$ 9,800
$ (29,884 ) $ 22,832
Investing activities 697
—
—
697
Financing activities —
—
(99,852 ) (99,852 )

~~Table of Contents~~


	Operating Segments
For the Three Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Cash flow provided by (used in) continuing operations
Operating activities	$	28,573	$	(75)	$	(4,175)	$	24,323
Investing activities	332		—		—		332
Financing activities	—		—		(19,910)		(19,910)

September 30, 2019
Cash flow provided by (used in) continuing operations
Operating activities	$	41,094	$	6,147	$	(5,507)	$	41,734
Investing activities	6,567		—		—		6,567
Financing activities	—		—		(21,913)		(21,913)

The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:


	Operating Segments
For the Three Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Net cash provided by (used in) operating activities of continuing operations	$	28,573	$	(75)	$	(4,175)	$	24,323



Add: return of long-term contract receivable	332		—		—		332


Distributable cash flow and free cash flow	$	28,905	$	(75)	$	(4,175)	$	24,655






September 30, 2019
Net cash provided by (used in) operating activities of continuing operations	$	41,094	$	6,147	$	(5,507)	$	41,734

Add: proceeds from sale of assets	6,108		—		—		6,108
Add: proceeds from sale of discontinued operations	—		—		—		(122)
Add: return of long-term contract receivable	459		—		—		459


Distributable cash flow	$	47,661	$	6,147	$	(5,507)	$	48,179
Less: proceeds from sale of assets	(6,108)		—		—		(6,108)
Less: proceeds from sale of discontinued operations	—		—		—		122

Free cash flow	$	41,553	$	6,147	$	(5,507)	$	42,193

Operating Segments
For the Three Months Ended (In thousands) Coal Royalty and Other Soda Ash Corporate and Financing Total
March 31, 2020
Net cash provided by (used in) operating activities of continuing operations $ 30,556
$ 7,089
$ (7,490 ) $ 30,155
Add: proceeds from sale of discontinued operations —
—
—
(66 )
Add: return of long-term contract receivable 272
—
—
272
Distributable cash flow $ 30,828
$ 7,089
$ (7,490 ) $ 30,361
Less: proceeds from sale of discontinued operations —

—

—

66
Free cash flow $ 30,828
$ 7,089
$ (7,490 ) $ 30,427

March 31, 2019
Net cash provided by (used in) operating activities of continuing operations $ 42,916
$ 9,800
$ (29,884 ) $ 22,832
Add: proceeds from asset sales and disposals 256
—
—
256
Add: proceeds from sale of discontinued operations —
—
—
(390 )
Add: return of long-term contract receivable 441
—
—
441
Distributable cash flow $ 43,613
$ 9,800
$ (29,884 ) $ 23,139
Less: proceeds from asset sales and disposals (256 ) —
—
(256 )
Less: proceeds from sale of discontinued operations —
—
—
390
Free cash flow $ 43,357
$ 9,800
$ (29,884 ) $ 23,273

DCF and FCF decreased $23.5 million and $17.5 million, respectively, primarily due to the following:

•Coal Royalty and Other Segment

◦DCF and FCF decreased $18.8 million and $12.6 million, respectively, primarily as a result of the weakened coal markets in the third quarter of 2020. DCF was also impacted by $6.1 million in asset sale proceeds received in the third quarter of 2019.

•Soda Ash Segment

◦DCF and FCF decreased $6.2 million as a result of the suspended cash distribution from Ciner Wyoming in the third quarter of 2020 as compared to the $6.4 million distribution received during the third quarter of 2019.

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Results of Operations

First Nine Months of 2020 and 2019 Compared

Revenues and Other Income

The following table includes our revenues and other income by operating segment:


	For the Nine Months Ended September 30,				Decrease		Percentage Change
Operating Segment (In thousands)	2020		2019
Coal Royalty and Other	$	95,955	$	175,386	$	(79,431)	(45)	%
Soda Ash	5,200		36,833		(31,633)		(86)	%
Total	$	101,155	$	212,219	$	(111,064)	(52)	%

The changes in revenues and other income is discussed for each of the operating segments below:

Table of Contents

Coal Royalty and Other

The following table presents coal sales volumes, coal royalty revenue per ton and coal royalty revenues by major coal producing region, the significant categories of other revenues and other income:


	For the Nine Months Ended September 30,				Increase (Decrease)		Percentage Change
(In thousands, except per ton data)	2020		2019
Coal sales volumes (tons)
Appalachia
Northern	516		2,774		(2,258)		(81)	%
Central	7,643		10,469		(2,826)		(27)	%
Southern	820		1,172		(352)		(30)	%
Total Appalachia	8,979		14,415		(5,436)		(38)	%
Illinois Basin	1,841		1,646		195		12	%
Northern Powder River Basin	1,232		1,979		(747)		(38)	%

Total coal sales volumes	12,052		18,040		(5,988)		(33)	%

Coal royalty revenue per ton
Appalachia
Northern	$	2.22	$	2.23	$	(0.01)	—	%
Central	4.28		5.79		(1.51)		(26)	%
Southern	4.70		7.00		(2.30)		(33)	%

Illinois Basin	2.48		4.70		(2.22)		(47)	%
Northern Powder River Basin	3.66		3.21		0.45		14	%

Combined average coal royalty revenue per ton	3.88		4.94		(1.06)		(21)	%

Coal royalty revenues
Appalachia
Northern	$	1,143	$	6,173	$	(5,030)	(81)	%
Central	32,726		60,628		(27,902)		(46)	%
Southern	3,857		8,204		(4,347)		(53)	%
Total Appalachia	37,726		75,005		(37,279)		(50)	%
Illinois Basin	4,570		7,739		(3,169)		(41)	%
Northern Powder River Basin	4,510		6,347		(1,837)		(29)	%

Unadjusted coal royalty revenues	46,806		89,091		(42,285)		(47)	%
Coal royalty adjustment for minimum leases (1)	(6,247)		(1,530)		(4,717)		(308)	%
Total coal royalty revenues	$	40,559	$	87,561	$	(47,002)	(54)	%

Other revenues
Production lease minimum revenues (1)	$	13,554	$	21,331	$	(7,777)	(36)	%
Minimum lease straight-line revenues (1)	12,349		11,152		1,197		11	%
Property tax revenues	4,256		4,416		(160)		(4)	%
Wheelage revenues	5,468		5,035		433		9	%
Coal overriding royalty revenues	3,319		10,163		(6,844)		(67)	%
Lease amendment revenues	2,591		6,720		(4,129)		(61)	%

Aggregates royalty revenues	1,068		3,655		(2,587)		(71)	%
Oil and gas royalty revenues	4,923		2,575		2,348		91	%
Other revenues	752		1,429		(677)		(47)	%
Total other revenues	$	48,280	$	66,476	$	(18,196)	(27)	%
Coal royalty and other	$	88,839	$	154,037	$	(65,198)	(42)	%
Transportation and processing services revenues	6,651		14,740		(8,089)		(55)	%
Gain on asset sales and disposals	465		6,609		(6,144)		(93)	%
Total Coal Royalty and Other segment revenues and other income	$	95,955	$	175,386	$	(79,431)	(45)	%

Table of Contents

Coal Royalty Revenues

Total coal royalty revenues decreased $47.0 million from 2019 to 2020 primarily driven by weakened coal markets that resulted in lower coal sales volumes and pricing. The discussion of these decreases by region is as follows:

•Appalachia: Sales volumes decreased 38% and revenues decreased $37.3 million primarily due to weakened coal demand compounded by the COVID-19 pandemic.

•Illinois Basin: Sales volumes increased ~~$7.2~~12% due to increased activity at the Hillsboro and Williamson mines, while coal royalty revenues decreased $3.2 million primarily due to the idling of our Macoupin property. As mentioned above, certain revenues previously classified as coal royalty revenues are classified as production lease minimum revenues or minimum lease straight-line revenues due to contract modifications with Foresight Energy that fixed consideration paid to us over a two-year period.

•Northern Powder River Basin: Sales volumes decreased 38% and coal royalty revenues decreased $1.8 million primarily due to our lessee mining off of our property in accordance with its mine plan in 2020, partially offset by a 14% increase in sales prices as compared to the prior year.

Other Revenues

Other revenues decreased $18.2 million primarily due to the following:

~~Corporate~~•A $7.8 million decrease in production lease minimum revenues primarily as a result of the Macoupin lease amendment and ~~Financing Segment~~lessee forfeitures of recoupable balances in the second quarter of 2019 from minimums paid in prior periods;


◦	DCF and FCF increased $22.4 million primarily due to the timing of interest payments on our parent company bonds that were refinanced in the second quarter of 2019. Interest is due in June and December on the new 9.125% Notes, compared to March and September on the previous 10.5% Notes.

•A $6.8 million decrease in coal overriding royalty revenues primarily as a result of production at the Williamson mine moving off NRP's overriding royalty interest and back onto NRP's coal reserves. As a result, this decrease in coal overriding royalty revenues was offset by an increase in coal royalty revenues.

•A $4.1 million decrease in lease amendment revenues year-over-year.

Transportation and Processing Services Revenues

Transportation and processing services revenues decreased $8.1 million primarily due to idling of the Macoupin mine where we own loadout and other transportation assets.

Gain on Asset Sales and Disposals

Gain on asset sales and disposals decreased $6.1 million primarily due to the disposal of certain mineral right assets during the third quarter of 2019.

Soda Ash

Revenues and other income related to our Soda Ash segment decreased $31.6 million compared to the prior year primarily due to a combination of lower pricing and volumes sold. Ciner Wyoming was negatively impacted by the COVID-19 pandemic as lower activity in the global auto, container and construction industries reduced demand for glass and soda ash.

Table of Contents

Operating and Other Expenses

The following table presents the significant categories of our consolidated operating and other expenses:


	For the Nine Months Ended September 30,				Increase (Decrease)		Percentage Change
(In thousands)	2020		2019
Operating expenses
Operating and maintenance expenses	$	19,200	$	26,813	$	(7,613)	(28)	%
Depreciation, depletion and amortization	6,185		11,746		(5,561)		(47)	%
General and administrative expenses	11,168		12,799		(1,631)		(13)	%
Asset impairments	133,217		484		132,733		27,424	%
Total operating expenses	$	169,770	$	51,842	$	117,928	227	%

Other expenses, net
Interest expense, net	$	30,891	$	37,061	$	(6,170)	(17)	%

Loss on extinguishment of debt	—		29,282		(29,282)		(100)	%




Total other expenses, net	$	30,891	$	66,343	$	(35,452)	(53)	%

Total operating expenses increased $117.9 million primarily due to the following:

•Asset impairments increased $132.7 million due to weakened coal markets that resulted in termination of certain coal leases, changes to lessee mine plans resulting in permanent moves off certain of our coal properties and decreased oil and gas drilling activity which negatively impacted the outlook for NRP's frac sand properties.

This increase in ~~DCF and FCF~~operating expense was partially offset by:

•Operating and maintenance expenses include costs to manage the Coal Royalty and Other and Soda Ash segments and primarily consist of royalty, tax, employee-related and legal costs and bad debt expense. These costs decreased $7.6 million primarily due to a decrease in bad debt expense in addition to lower royalty fees related to an overriding royalty agreement with Western Pocahontas Properties Limited Partnership ("WPPLP"). The coal royalty expense NRP pays to WPPLP is fully offset by the coal royalty revenue NRP receives from this property.

•Depreciation, depletion and amortization expense decreased $5.6 million primarily due to lower coal sales volumes at certain properties.

Total other expenses, net decreased $35.5 million primarily due to the following:

•Loss on extinguishment of debt of $29.3 million in 2019 related to the 105.25% premium paid to redeem the 2022 Senior Notes in the second quarter of 2019 as well as the write-off of unamortized debt issuance costs and debt discount related to the 2022 Senior Notes.

•Interest expense, net decreased $6.2 million primarily due to lower debt balances during the first nine months of 2020 as a result of debt repayments made over the past twelve months.

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Adjusted EBITDA (Non-GAAP Financial Measure)

The following table reconciles net income (loss) from continuing operations (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:


	Operating Segments
For the Nine Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Net income (loss) from continuing operations	$	(62,562)	$	5,059	$	(42,003)	$	(99,506)
Less: equity earnings from unconsolidated investment	—		(5,200)		—		(5,200)


Add: total distributions from unconsolidated investment	—		14,210		—		14,210
Add: interest expense, net	56		—		30,835		30,891


Add: depreciation, depletion and amortization	6,185		—		—		6,185
Add: asset impairments	133,217		—		—		133,217
Adjusted EBITDA	$	76,896	$	14,069	$	(11,168)	$	79,797

September 30, 2019
Net income (loss) from continuing operations	$	136,566	$	36,610	$	(79,142)	$	94,034
Less: equity earnings from unconsolidated investment	—		(36,833)		—		(36,833)

Add: total distributions from unconsolidated investment	—		25,480		—		25,480
Add: interest expense, net	—		—		37,061		37,061

Add: loss on extinguishment of debt	—		—		29,282		29,282
Add: depreciation, depletion and amortization	11,746		—		—		11,746
Add: asset impairments	484		—		—		484
Adjusted EBITDA	$	148,796	$	25,257	$	(12,799)	$	161,254

Adjusted EBITDA decreased $81.5 million primarily due to the following:

•Coal Royalty and Other Segment


◦	DCF and FCF decreased $12.8 million and $12.5 million, respectively, primarily as a result of the decrease in coal royalty revenues driven by the weakened coal markets in the first three months of 2020.

◦Adjusted EBITDA decreased $71.9 million primarily as a result of weakened coal markets in the first nine months of 2020.

•Soda Ash Segment


◦	~~DCF and FCF decreased $2.7 million as a result of lower cash distributions received from Ciner Wyoming in the first three months of 2020.~~

◦Adjusted EBITDA decreased $11.2 million as a result of lower cash distributions received from Ciner Wyoming in the first nine months of 2020.

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

The following table presents the three major categories of the statement of cash flows by business segment:


	Operating Segments
For the Nine Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Cash flow provided by (used in) continuing operations
Operating activities	$	91,082	$	14,091	$	(30,760)	$	74,413
Investing activities	969		—		—		969
Financing activities	—		—		(58,074)		(58,074)

September 30, 2019
Cash flow provided by (used in) continuing operations
Operating activities	$	139,821	$	25,257	$	(47,153)	$	117,925
Investing activities	7,962		—		—		7,962
Financing activities	—		—		(219,754)		(219,754)

The following table reconciles net cash provided by (used in) operating activities of continuing operations (the most comparable GAAP financial measure) by business segment to DCF and FCF:


	Operating Segments
For the Nine Months Ended (In thousands)	Coal Royalty and Other		Soda Ash		Corporate and Financing		Total
September 30, 2020
Net cash provided by (used in) operating activities of continuing operations	$	91,082	$	14,091	$	(30,760)	$	74,413

Add: proceeds from asset sales and disposals	507		—		—		507
Add: proceeds from sale of discontinued operations	—		—		—		(66)
Add: return of long-term contract receivable	1,462		—		—		1,462


Distributable cash flow	$	93,051	$	14,091	$	(30,760)	$	76,316
Less: proceeds from asset sales and disposals	(507)		—		—		(507)
Less: proceeds from sale of discontinued operations	—		—		—		66
Less: acquisition costs	(1,000)		—		—		(1,000)

Free cash flow	$	91,544	$	14,091	$	(30,760)	$	74,875

September 30, 2019
Net cash provided by (used in) operating activities of continuing operations	$	139,821	$	25,257	$	(47,153)	$	117,925
Add: proceeds from asset sales and disposals	6,611		—		—		6,611
Add: proceeds from sale of discontinued operations	—		—		—		(556)
Add: return of long-term contract receivable	1,351		—		—		1,351
Distributable cash flow	$	147,783	$	25,257	$	(47,153)	$	125,331
Less: proceeds from asset sales and disposals	(6,611)		—		—		(6,611)
Less: proceeds from sale of discontinued operations	—		—		—		556
Free cash flow	$	141,172	$	25,257	$	(47,153)	$	119,276

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DCF and FCF decreased $49.0 million and $44.4 million, respectively, primarily due to the following:

•Coal Royalty and Other Segment

◦DCF and FCF decreased $54.7 million and $49.6 million, respectively, primarily as a result of the weakened coal markets in the first nine months of 2020. DCF was also impacted by a $6.1 million decrease in asset sale proceeds compared to the third quarter of 2019.

•Soda Ash Segment

◦DCF and FCF decreased $11.2 million as a result of lower cash distributions received from Ciner Wyoming in the first nine months of 2020.

•Corporate and Financing Segment

◦DCF and FCF increased $16.4 million primarily due to lower cash paid for interest as a result of less outstanding debt in the first nine months of 2020.

Liquidity and Capital Resources

Current Liquidity

As of ~~March 31,~~September 30, 2020, we had total liquidity of ~~$200.5~~$215.6 million, consisting of ~~$100.5~~$115.6 million of cash and cash equivalents and $100.0 million of borrowing capacity under our Opco Credit Facility.

Cash Flows

Cash flows provided by operating activities ~~increased $8.9~~decreased $41.8 million, from ~~$23.0~~$117.9 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2019 to ~~$31.9~~$76.1 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2020 primarily related to the timing of interest payments on our parent company bonds that were refinanced in the second quarter of 2019 and lower cash paid for interest on our Opco Senior Notes as a result of debt repayments made over the past twelve months. This increase was partially offset by lower operating cash flow as a result of ~~the decrease in coal royalty revenues driven by~~ the weakened coal markets in addition to lower cash distributions received from Ciner Wyoming in the first ~~three~~nine months of ~~2020.~~2020, partially offset by less cash paid for interest in the first nine months of 2020 due to less debt outstanding.

Cash flows provided by investing activities decreased $6.5 million, from $7.4 million provided in the nine months ended September 30, 2019 to $0.9 million in the nine months ended September 30, 2020 primarily due to a $6.1 million decrease in asset sale proceeds compared to the third quarter of 2019.

Cash flows used in financing activities decreased ~~$69.8~~$159.5 million, from ~~$99.6~~$219.2 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2019 to ~~$29.8~~$59.7 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2020 primarily due to ~~lower principal payments made on~~the following:

•$345.6 million used for the redemption of our ~~Opco~~2022 Senior Notes in the ~~first~~second quarter of ~~2020 as a result of the~~2019;

•The $49.3 million pre-payment in the first quarter of 2019 related to the sale of our construction aggregates ~~business.~~business;

•$26.4 million in debt issuance costs and other in 2019 primarily related to 2019 debt refinancings; and

•$16.1 million in lower cash distributions in the first nine months of 2020 as a result of the special common unit distribution paid in 2019 and suspending the common unit distribution in the second quarter of 2020.

These decreases in cash flows used were partially offset by:

•$300 million provided by the issuance of the 2025 Senior Notes in the second quarter of 2019.

Capital Resources and Obligations

Debt, Net

We had the following debt outstanding as of ~~March 31,~~September 30, 2020 and December 31, 2019:


	September 30,		December 31,
(In thousands)	2020		2019
Current portion of long-term debt, net	$	39,072	$	45,776
Long-term debt, net	452,401		470,422
Total debt, net	$	491,473	$	516,198

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March 31, December 31,
(In thousands) 2020 2019
Current portion of long-term debt, net $ 45,767
$ 45,776
Long-term debt, net 454,110
470,422
Total debt, net $ 499,877
$ 516,198

We have been and continue to be in compliance with the terms of the financial covenants contained in our debt agreements. For additional information regarding our debt and the agreements governing our debt, including the covenants contained therein, see Note 8. Debt, Net to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and accordingly, there are no off-balance sheet risks to our liquidity and capital resources from unconsolidated entities.

Related Party Transactions

The information required set forth under Note 10. Related Party Transactions to the Consolidated Financial Statements is incorporated herein by reference.

Summary of Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Standards

The information set forth under Note 1. Basis of Presentation to the Consolidated Financial Statements is incorporated herein by reference.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, which includes adverse changes in commodity prices and interest rates as discussed below:

Commodity Price Risk

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenues and could potentially trigger an impairment of our coal properties or a violation of certain financial debt covenants. Because substantially all of our reserves are coal, changes in coal prices have a more significant impact on our financial results.

We are dependent upon the effective marketing of the coal mined by our lessees. Our lessees sell the coal under various long-term and short-term contracts as well as on the spot market. Current conditions in the coal industry may make it difficult for our lessees to extend existing contracts or enter into supply contracts with terms of one year or more. Our lessees’ failure to negotiate long-term contracts could adversely affect the stability and profitability of our lessees’ operations and adversely affect our future financial results. If more coal is sold on the spot market, coal royalty revenues may become more volatile due to fluctuations in spot coal ~~prices.The~~prices. The market price of soda ash and energy costs directly affects the profitability of Ciner Wyoming’s operations. If the market price for soda ash declines, Ciner Wyoming’s sales revenues will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash have been volatile and are likely to remain volatile in the future.

The uncertainty that exists with respect to the economic impact of the global COVID-19 pandemic has introduced significant volatility in the financial markets subsequent to our quarter ended ~~March 31,~~September 30, 2020. The impacts of such volatility on the Partnership cannot be predicted with confidence or reasonably estimated at this time.

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Interest Rate Risk

Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variable interest rates based upon LIBOR. At ~~March 31,~~September 30, 2020, we did not have any borrowings outstanding under the Opco Credit Facility.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

NRP carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of NRP management, including the Chief Executive Officer and Chief Financial Officer of the general partner of the general partner of NRP. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in the Partnership’s Internal Control Over Financial Reporting

There were no material changes in the Partnership’s internal control over financial reporting during the first ~~three~~nine months of 2020 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, we believe these ordinary course matters will not have a material effect on our financial position, liquidity or operations.

In November 2019, the District Court of Harris County, Texas, 157th Judicial District, issued a ruling in the contingent consideration payment dispute that Anadarko Holding Company and its subsidiary, Big Island Trona Company (together, "Anadarko") brought against NRP in July 2017. The Trial Court ruled in NRP’s favor in all respects and ordered that Anadarko take nothing. Anadarko did not appeal the trail court ruling, and accordingly, this lawsuit was concluded in the first quarter of 2020 with no liability to us.

ITEM 1A. RISK FACTORS

During the period covered by this report, ~~except as provided below,~~ there were no material changes from the risk factors previously disclosed in Natural Resource Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~The COVID-19 pandemic has adversely affected our business,~~2019 and the ultimate effect on our financial condition, results of operations, and ability to make cash distributions to unitholders will depend on future developments, which are highly uncertain and cannot be predicted.

The COVID-19 pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the pandemic has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities and global trading markets. Coal markets faced substantial challenges prior to the pandemic, and widespread increases in unemployment and decreases in electricity and steel demand are expected to further reduce demand and prices for coal. In addition, demand for and prices of soda ash have decreased, as global manufacturing has slowed. If the reduced demand for and prices of coal and/or soda ash continue for a prolonged period, our financial condition, results of operations, and cash distributions to unitholders may be materially and adversely affected.

~~The COVID-19 pandemic may also have the effect of heightening many of the other risks described in Item 1A, “Risk Factors” of our annual report~~Quarterly Report on Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~December~~March 31, 2019, including, but not limited to, those relating to our ability to pay cash distributions and service our debt, and the ability of our coal lessees and Ciner Wyoming to operate profitably. The extent to which the COVID-19 pandemic adversely affects our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit

Number

Description

2.1

Purchase and Sale Agreement dated as of November 16, 2018, by and between NRP (Operating) LLC and VantaCore Intermediate Holdings LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on November 20, 2018).

3.1

Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).

3.2

Fifth Amended and Restated Agreement of Limited Partnership of NRP (GP) LP, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 16, 2011).

3.3

Fifth Amended and Restated Limited Liability Company Agreement of GP Natural Resource Partners LLC, dated as of October 31, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 31, 2013).

3.4

Certificate of Limited Partnership of Natural Resource Partners L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed April 19, 2002, File No. 333-86582).

~~10.1~~31.1*

Limited Waiver dated February 28, 2020 by Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 3, 2020).

~~10.2~~

Right of First Offer Agreement dated as of February 28, 2020 by and among Pocahontas Royalties LLC, Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 3, 2020).

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.

32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.

32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

~~Filed herewith~~

Filed herewith

Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.



		NATURAL RESOURCE PARTNERS L.P.
		By:	NRP (GP) LP, its general partner
		By:	GP NATURAL RESOURCE
			PARTNERS LLC, its general partner

~~Date: May 11, 2020~~
	~~By:~~	~~/s/ CORBIN J. ROBERTSON, JR.~~
		~~Corbin J. Robertson, Jr.~~
		~~Chairman of the Board and~~
		~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~



Date: ~~May 11,~~November 5, 2020
	By:	/s/ CORBIN J. ROBERTSON, JR.
		Corbin J. Robertson, Jr.
		Chairman of the Board and
		Chief Executive Officer
		(Principal Executive Officer)


Date: November 5, 2020
	By:	/s/ CHRISTOPHER J. ZOLAS
		Christopher J. Zolas
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)



		Page
Part I. Financial Information
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets	1
	Consolidated Statements of Comprehensive Income (L oss)	2
	Consolidated Statements of Partners’ Capital	3
	Consolidated Statements of Cash Flows	45
	Notes to Consolidated Financial Statements	57
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1924
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2940
Item 4.	Controls and Procedures	3042
Part II. Other Information
Item 1.	Legal Proceedings	3143
Item 1A.	Risk Factors	3143
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3143
Item 3.	Defaults Upon Senior Securities	3143
Item 4.	Mine Safety Disclosures	3143
Item 5.	Other Information	3143
Item 6.	Exhibits	3244
	Signatures	3345



Lease Term ⁽¹⁾	Weighted Average Remaining Years	Annual Minimum Payments ⁽²⁾
0 - 5 years	2.6	$	15,036
5 - 10 years	5.9	14,802
10+ years	13.8	30,587
Total	9.1	$	60,425