0001171486 NATURAL RESOURCE PARTNERS LP false --12-31 Q1 2026 13,250,412 13,250,412 13,138,097 13,138,097 2 1 2 2 2 0.2 3.0 0.4 21.4 14.3 15 3.4 3.4 3.4 1.1 false false false false Lease term does not include renewal periods. The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay the debt at any time without penalty. Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2024. Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2025. Amounts reclassified into income (loss) out of accumulated other comprehensive loss were $1.6 million and $1.3 million for the three months ended March 31, 2026 and 2025, respectively. Other segment items in the Mineral Rights segment primarily include: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent, professional fees and bad debt expense. Other segment items in the Soda Ash segment primarily include professional fees. Other segment items in the Corporate and Financing segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees. Long-term incentive compensation for the three months ended March 31, 2025 includes (1) Mineral Rights segment: $0.3 million of equity compensation and $0.1 million of cash compensation; (2) Corporate & Financing segment: $2.2 million of equity compensation and $0.1 million of cash compensation. 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, 2026 and December 31, 2025. Included in interest expense, net was $0.2 million of interest income for both the three months ended March 31, 2026 and 2025. Revenues from Alpha Metallurgical Resources, Inc., Foresight, and Alabama Kanu Holdings, LLC are generated in the United States of America and are included within the Partnership's Mineral Rights segment. Long-term incentive compensation for the three months ended March 31, 2026 includes (1) Mineral Rights segment: $0.1 million of equity compensation and $0.1 million of cash compensation; (2) Corporate & Financing segment: $0.8 million of equity compensation and $0.1 million of cash compensation. 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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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2026 or

 

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

     
  

Commission file number:

 001-31465

 

 

logo.jpg

 

NATURAL RESOURCE PARTNERS 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.)

1415 Louisiana Street, Suite 3325

Houston, Texas 77002

(Address of principal executive offices)

(Zip Code)

(713) 751-7507

(Registrants 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  ☒    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 such files).    Yes  ☒   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

 

Non-accelerated Filer

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  ☒

 

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.

 

 

 

 

 

NATURAL RESOURCE PARTNERS, L.P.

TABLE OF CONTENTS

 

   

Page

Part I. Financial Information

Item 1.

Consolidated Financial Statements

 
 

Consolidated Balance Sheets

1

 

Consolidated Statements of Comprehensive Income

2

 

Consolidated Statements of Partners Capital

3

 

Consolidated Statements of Cash Flows

4

 

Notes to Consolidated Financial Statements

5

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

Part II. Other Information

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

25

 

Signatures

26

 

i

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED BALANCE SHEETS

 

  

March 31,

  

December 31,

 
  2026  2025 

(In thousands, except unit data)

 

(Unaudited)

    

ASSETS

        

Current assets

        

Cash and cash equivalents

 $31,504  $30,141 

Accounts receivable, net

  26,792   28,666 

Other current assets, net

  1,425   2,105 

Total current assets

 $59,721  $60,912 

Land

  24,007   24,008 

Mineral rights, net

  360,860   366,987 

Intangible assets, net

  10,426   11,908 

Equity in unconsolidated investment

  281,477   250,244 

Long-term contract receivable, net

  19,598   20,406 

Other long-term assets, net

  15,568   13,900 

Total assets

 $771,657  $748,365 

LIABILITIES AND CAPITAL

        

Current liabilities

        

Accounts payable

 $2,448  $1,159 

Accrued liabilities

  4,605   10,897 

Accrued interest

  279   69 

Current portion of deferred revenue

  7,029   6,663 

Current portion of debt, net

  14,234   14,198 

Total current liabilities

 $28,595  $32,986 

Deferred revenue

  59,136   58,067 

Long-term debt, net

  46,084   18,884 

Other non-current liabilities

  5,310   5,909 

Total liabilities

 $139,125  $115,846 

Commitments and contingencies (see Note 12)

          

Partners’ capital

        

Common unitholders’ interest (13,250,412 and 13,138,097 units issued and outstanding at March 31, 2026 and December 31, 2025, respectively)

 $624,902  $625,188 

General partner’s interest

  11,771   11,332 

Accumulated other comprehensive loss

  (4,141)  (4,001)

Total partners’ capital

 $632,532  $632,519 

Total liabilities and partners' capital

 $771,657  $748,365 

 

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

 

1

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

   

For the Three Months Ended March 31,

 

(In thousands, except per unit data)

 

2026

   

2025

 

Revenues and other income

               

Royalty and other mineral rights

  $ 43,297     $ 51,260  

Transportation and processing services

    3,885       4,421  

Equity in earnings (loss) of Sisecam Wyoming

    (7,828 )     4,610  

Gain (loss) on asset sales and disposals

    (1 )     247  

Total revenues and other income

  $ 39,353     $ 60,538  
                 

Operating expenses

               

Operating and maintenance expenses

  $ 6,113     $ 6,776  

Depreciation, depletion and amortization

    7,614       3,989  

General and administrative expenses

    5,034       6,832  

Asset impairments

          20  

Total operating expenses

  $ 18,761     $ 17,617  
                 

Income from operations

  $ 20,592     $ 42,921  
                 

Interest expense, net

  $ (973 )   $ (2,668 )
                 

Net income

  $ 19,619     $ 40,253  
                 

Net income attributable to common unitholders

  $ 19,227     $ 39,448  

Net income attributable to the general partner

    392       805  
                 

Net income per common unit (see Note 4)

               

Basic

  $ 1.46     $ 3.01  

Diluted

    1.44       2.97  
                 

Net income

  $ 19,619     $ 40,253  

Comprehensive income (loss) from unconsolidated investment and other

    (140 )     2,260  

Comprehensive income

  $ 19,479     $ 42,513  

 

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

 

2

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL

(Unaudited)

 

              

Accumulated

     
              

Other

  

Total

 
  

Common Unitholders

  

General

  

Comprehensive

  

Partners'

 

(In thousands)

 

Units

  

Amounts

  

Partner

  

Loss

  

Capital

 

Balance at December 31, 2025

  13,138  $625,188  $11,332  $(4,001) $632,519 

Net income

     19,227   392      19,619 

Distributions to common unitholders and the general partner

     (11,528)  (235)     (11,763)

Issuance of unit-based awards

  112             

Unit-based awards amortization and vesting, net

     (7,985)        (7,985)

Capital contribution

        282      282 

Comprehensive loss from unconsolidated investment and other

           (140)  (140)

Balance at March 31, 2026

  13,250  $624,902  $11,771  $(4,141) $632,532 

 

 

              

Accumulated

     
              

Other

  

Total

 
  

Common Unitholders

  

General

  

Comprehensive

  

Partners'

 

(In thousands)

 

Units

  

Amounts

  

Partner

  

Income (Loss)

  

Capital

 

Balance at December 31, 2024

  13,049  $543,231  $9,547  $(1,670) $551,108 

Net income

     39,448   805      40,253 

Distributions to common unitholders and the general partner

     (25,750)  (526)     (26,276)

Issuance of unit-based awards

  89             

Unit-based awards amortization and vesting, net

     (3,175)        (3,175)

Capital contribution

        187      187 

Comprehensive income from unconsolidated investment and other

           2,260   2,260 

Balance at March 31, 2025

  13,138  $553,754  $10,013  $590  $564,357 

 

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

 

3

 

 

NATURAL RESOURCE PARTNERS L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2026

  

2025

 

Cash flows from operating activities

        

Net income

 $19,619  $40,253 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation, depletion and amortization

  7,614   3,989 

Distributions from unconsolidated investment

     2,940 

Equity in (earnings) loss from unconsolidated investment

  7,828   (4,610)

Loss (gain) on asset sales and disposals

  1   (247)

Asset impairments

     20 

Bad debt expense

  (776)  451 

Unit-based compensation expense

  1,164   2,717 

Amortization of debt issuance costs and other

  447   (168)

Change in operating assets and liabilities:

        

Accounts receivable

  615   (149)

Accounts payable

  1,290   546 

Accrued liabilities

  (7,156)  (7,990)

Accrued interest

  210   254 

Deferred revenue

  1,434   (3,227)

Other items, net

  724   (355)

Net cash provided by operating activities

 $33,014  $34,424 
         

Cash flows from investing activities

        

Proceeds from asset sales and disposals

 $  $247 

Capital to unconsolidated investment

  (39,200)   

Return of long-term contract receivable

  758   700 

Net cash provided by (used in) investing activities

 $(38,442) $947 
         

Cash flows from financing activities

        

Debt borrowings

 $61,200  $33,700 

Debt repayments

  (34,000)  (37,000)

Distributions to common unitholders and the general partner

  (11,763)  (26,276)

Other items, net

  (8,646)  (5,363)

Net cash provided by (used in) financing activities

 $6,791  $(34,939)
         

Net increase in cash and cash equivalents

 $1,363  $432 

Cash and cash equivalents at beginning of period

  30,141   30,444 

Cash and cash equivalents at end of period

 $31,504  $30,876 
         

Supplemental cash flow information:

        

Cash paid for interest

 $684  $2,371 

 

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

 

4

 

 

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 Sisecam Wyoming LLC ("Sisecam Wyoming"), a trona ore mining and soda ash production business. The Partnership is organized into two operating segments further described in Note 5. Segment Information. The Partnership’s operations are conducted through, and its operating assets are owned by, its subsidiaries. The Partnership owns its subsidiaries through one wholly owned operating company, NRP (Operating) LLC ("Opco"). 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, 2025, and notes thereto included in the Partnership's Annual Report on Form 10-K, which was filed with the SEC on February 27, 2026. 

 

Recently Issued Accounting Standard

 

In  November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after  December 15, 2026, and quarterly periods beginning after  December 31, 2027, and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. NRP does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.

 

5

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 Mineral Rights segment revenues from contracts with customers by major source:

 

   

For the Three Months Ended March 31,

 

(In thousands)

 

2026

   

2025

 

Coal royalty revenues

  $ 29,574     $ 35,498  

Production lease minimum revenues

    558       2,725  

Minimum lease straight-line revenues

    4,019       4,050  

Oil and gas royalty revenues

    1,386       2,444  

Carbon neutral revenues

    185       595  

Property tax revenues

    1,711       1,637  

Wheelage revenues

    1,990       1,738  

Coal overriding royalty revenues

    1,386       880  

Lease amendment revenues

    1,200       655  

Aggregates royalty revenues

    1,118       853  

Other revenues

    170       185  

Royalty and other mineral rights revenues

  $ 43,297     $ 51,260  

Transportation and processing services revenues

    3,408       3,885  

Total Mineral Rights segment revenues from contracts with customers

  $ 46,705     $ 55,145  

 

The following table details the Partnership's Mineral Rights segment contract assets and liabilities resulting from contracts with customers: 

 

   

March 31,

   

December 31,

 

(In thousands)

 

2026

   

2025

 

Contract assets

               

Accounts receivable, net

  $ 22,422     $ 24,372  

Other current assets, net

          84  

Other long-term assets, net

    7,234       5,281  
                 

Contract liabilities

               

Accounts payable

  $ 125     $ 211  

Current portion of deferred revenue

    7,029       6,663  

Deferred revenue

    59,136       58,067  

 

The following table shows the activity related to the Partnership's Mineral Rights segment deferred revenue resulting from contracts with customers: 

 

   

For the Three Months Ended March 31,

 

(In thousands)

 

2026

   

2025

 

Balance at beginning of period (current and non-current)

  $ 64,730     $ 60,155  

Increase due to minimums and lease amendment fees

    10,942       5,861  

Recognition of previously deferred revenue

    (9,507 )     (9,088 )

Balance at end of period (current and non-current)

  $ 66,165     $ 56,928  

 

The Partnership's non-cancellable annual minimum payments due under the lease terms of its coal and aggregates royalty contracts with customers are as follows as of  March 31, 2026 (in thousands): 

 

Lease Term (1)

 

Weighted Average Remaining Years

   

Annual Minimum Payments

 

0 - 5 years

    2.1     $ 13,269  

5 - 10 years

    6.2       15,493  

10+ years

    10.0       26,309  

Total

    7.0     $ 55,071  
         
(1)

Lease term does not include renewal periods.

 

6

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

3.    Common Unit Distributions

 

The Partnership makes cash distributions to common 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 common 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.

 

The following table shows the cash distributions declared and paid to common unitholders during the three months ended March 31, 2026 and 2025, respectively:

 

Month Paid

 

Period Covered by Distribution

 

Distribution per Unit

  

Total Distribution (1) (In thousands)

 

2026

          

February

 

October 1 - December 31, 2025

 $0.75  $10,141 

March (2)

 

Special Distribution

  0.12   1,622 
           

2025

          

February

 

October 1 - December 31, 2024

 $0.75  $10,055 

March (3)

 

Special Distribution

  1.21   16,221 
     
(1)

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

(2)Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2025.
(3)Special distribution was made to help cover unitholder tax liabilities associated with owning NRP's common units during 2024.

 

 

4.    Net Income Per Common Unit 

 

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

 

The dilutive effect of the unvested unit-based awards is calculated using the treasury stock method, which assumes that the proceeds from the vesting of the unvested unit-based awards are used to purchase common units at the average market price for the period. The calculation of diluted net income per common unit for the three months ended March 31, 2026 and 2025 included the impact of the vesting of the unvested unit-based awards.

 

The following table reconciles the numerator and denominator of the basic and diluted net income per common unit computations and calculates basic and diluted net income per common unit: 

 

   

For the Three Months Ended March 31,

 

(In thousands, except per unit data)

 

2026

   

2025

 

Basic net income per common unit

               

Net income attributable to common unitholders

  $ 19,227     $ 39,448  

Weighted average common units—basic

    13,199       13,098  

Basic net income per common unit

  $ 1.46     $ 3.01  
                 

Diluted net income per common unit

               

Weighted average common units—basic

    13,199       13,098  

Plus: dilutive effect of unvested unit-based awards

    151       206  

Weighted average common units—diluted

    13,350       13,304  
                 

Diluted net income attributable to common unitholders and the general partner

  $ 19,619     $ 40,253  

Less: diluted net income attributable to the general partner

    (392 )     (805 )

Diluted net income attributable to common unitholders

  $ 19,227     $ 39,448  
                 

Diluted net income per common unit

  $ 1.44     $ 2.97  

 

7

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 operating segments:

 

Mineral Rights—consists of mineral interests and other subsurface rights across the United States. NRP's ownership provides critical inputs for the manufacturing of steel, electricity, and basic building materials, as well as opportunities for carbon sequestration and renewable energy.

 

Soda Ash—consists of the Partnership's 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, detergents, solar panels, and batteries for electric vehicles. Operations are managed by NRP's partner, Sisecam Chemicals Wyoming, LLC, and NRP realizes cash flow when distributions are paid to it.

 

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.

 

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.

 

NRP’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and President and Chief Operating Officer. They evaluate the Partnership’s performance through a review of the segments’ net income and free cash flow as compared to budget and utilize this information to assess the segments’ performance and allocate resources. NRP does not conduct operations on any of its assets or directly engage in any type of industrial activity. Instead, it leases its mineral and other rights to companies that conduct operations on its properties in exchange for paying royalties and other fees to the Partnership. Operating expenses, capital costs and other liabilities arising out of production activities are borne entirely by NRP's lessees. In the case of its soda ash investment, operations are managed by NRP's partner, Sisecam Chemicals Wyoming LLC. NRP has determined its significant segment expenses to be its employee related expenses, including compensation (salaries, benefits and bonus) and long-term incentive compensation as well as interest expense and property tax expense. The Partnership is responsible for paying property taxes on the properties it owns. Typically, NRP's lessees are contractually responsible for reimbursing the Partnership for property taxes on the leased properties and this reimbursement amount is included within the Mineral Rights segment revenues.

 

8

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 

The following tables summarize certain financial information for each of the Partnership's business segments:

 

  

Operating Segments

             

(In thousands)

 

Mineral Rights

  

Soda Ash

  

Total Operating Segments

  

Corporate and Financing

  

Total

 

For the Three Months Ended March 31, 2026

                    

Revenues

 $47,182  $  $47,182  $  $47,182 

Equity in earnings of Sisecam Wyoming

     (7,828)  (7,828)     (7,828)

Gain on asset sales and disposals

  (1)     (1)     (1)

Total revenues and other income

 $47,181  $(7,828) $39,353  $  $39,353 

Less:

                    

Compensation (salaries, benefits and bonus)

 $1,797  $  $1,797  $2,064  $3,861 

Long-term incentive compensation (1)

  262      262   907   1,169 

Property taxes

  1,879      1,879      1,879 

Depreciation, depletion and amortization

  7,610      7,610   4   7,614 

Asset impairments

               

Interest expense, net (2)

           973   973 

Other segment items (3)

  2,103   72   2,175   2,063   4,238 

Net income (loss)

 $33,530  $(7,900) $25,630  $(6,011) $19,619 

As of March 31, 2026

                    

Total assets

 $484,989  $281,477  $766,466  $5,191  $771,657 
                     

For the Three Months Ended March 31, 2025

                    

Revenues

 $55,681  $  $55,681  $  $55,681 

Equity in earnings of Sisecam Wyoming

     4,610   4,610      4,610 

Gain on asset sales and disposals

  247      247      247 

Total revenues and other income

 $55,928  $4,610  $60,538  $  $60,538 

Less:

                    

Compensation (salaries, benefits and bonus)

 $1,938  $  $1,938  $2,109  $4,047 

Long-term incentive compensation (4)

  464      464   2,261   2,725 

Property taxes

  1,792      1,792      1,792 

Depreciation, depletion and amortization

  3,985      3,985   4   3,989 

Asset impairments

  20      20      20 

Interest expense, net (2)

           2,668   2,668 

Other segment items (3)

  2,521   60   2,581   2,463   5,044 

Net income (loss)

 $45,208  $4,550  $49,758  $(9,505) $40,253 

As of December 31, 2025

                    

Total assets

 $492,672  $250,244  $742,916  $5,449  $748,365 

 

     
(1)Long-term incentive compensation for the three months ended March 31, 2026 includes (1) Mineral Rights segment: $0.1 million of equity compensation and $0.1 million of cash compensation; (2) Corporate & Financing segment: $0.8 million of equity compensation and $0.1 million of cash compensation.
(2)Included in interest expense, net was $0.2 million of interest income for both the three months ended March 31, 2026 and 2025
(3)Other segment items in the Mineral Rights segment primarily include: insurance, legal, overriding royalty expense, processing and transportation expense, information technology, shared facility services, rent, professional fees and bad debt expense. Other segment items in the Soda Ash segment primarily include professional fees. Other segment items in the Corporate and Financing segment primarily include: insurance, legal, information technology, shared facility services, rent and professional fees.
(4)Long-term incentive compensation for the three months ended March 31, 2025 includes (1) Mineral Rights segment: $0.3 million of equity compensation and $0.1 million of cash compensation; (2) Corporate & Financing segment: $2.2 million of equity compensation and $0.1 million of cash compensation. 

 

9

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

6.    Equity Investment 

 

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

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2026

  

2025

 

Balance at beginning of period

 $250,244  $257,355 

Income (loss) allocation to NRP’s equity interests (1)

  (6,697)  5,764 

Amortization of basis difference

  (1,130)  (1,153)

Capital investment

  39,200    

Other comprehensive income (loss)

  (140)  2,260 

Distributions

     (2,940)

Balance at end of period

 $281,477  $261,286 
     
(1)Amounts reclassified into income (loss) out of accumulated other comprehensive loss were $1.6 million and $1.3 million for the three months ended March 31, 2026 and 2025, respectively.

 

During the three months ended March 31, 2026, NRP and Sisecam Wyoming's managing partner made a capital investment into Sisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming's bank credit facility.

 

The following table represents summarized financial information for Sisecam Wyoming as derived from their respective unaudited financial statements for the three months ended March 31, 2026 and 2025:

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2026

  

2025

 

Net sales

 $127,335  $153,309 

Gross profit (loss)

  (4,731)  19,033 

Net income (loss)

  (13,667)  11,764 

 

 

7.    Mineral Rights, Net 

 

The Partnership’s mineral rights consist of the following:

 

  

March 31, 2026

  

December 31, 2025

 

(In thousands)

 

Carrying Value

  

Accumulated Depletion

  

Net Book Value

  

Carrying Value

  

Accumulated Depletion

  

Net Book Value

 

Coal properties

 $653,808  $(310,427) $343,381  $653,808  $(304,412) $349,396 

Aggregates properties

  8,655   (4,439)  4,216   8,655   (4,364)  4,291 

Oil and gas royalty properties

  12,354   (10,621)  1,733   12,354   (10,584)  1,770 

Other

  13,142   (1,612)  11,530   13,142   (1,612)  11,530 

Total mineral rights, net

 $687,959  $(327,099) $360,860  $687,959  $(320,972) $366,987 

 

Depletion expense related to the Partnership’s mineral rights is included in depreciation, depletion and amortization on its Consolidated Statements of Comprehensive Income and totaled $6.1 million and $3.7 million for the three months ended March 31, 2026 and 2025, respectively.

 

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 minerals 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. As a result of the Partnership's analysis, NRP recorded an immaterial impairment expense during the three months ended March 31, 2025.

 

10

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

8.    Debt, Net

 

The Partnership's debt consists of the following:

 

  

March 31,

  

December 31,

 

(In thousands)

 

2026

  

2025

 

Opco Credit Facility

 $46,084  $18,884 

Opco Senior Notes

        

5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

 $11,420  $11,420 

5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

  2,911   2,911 

Total Opco Senior Notes

 $14,331  $14,331 

Total debt at face value

 $60,415  $33,215 

Net unamortized debt issuance costs

  (97)  (133)

Total debt, net

 $60,318  $33,082 

Less: current portion of debt

  (14,234)  (14,198)

Total long-term debt, net

 $46,084  $18,884 

 

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 BRP LLC and NRP Trona LLC. As of March 31, 2026 and December 31, 2025, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

 

Opco Credit Facility

 

As of December 31, 2025, the Partnership had $18.9 million in borrowings outstanding under the Opco Credit Facility and $181.1 million of available borrowing capacity. During the three months ended March 31, 2026, the Partnership borrowed $61.2 million and repaid $34.0 million, resulting in $46.1 million in borrowings outstanding under the Opco Credit Facility and $153.9 million of available borrowing capacity as of March 31, 2026. During the three months ended March 31, 2025, the Partnership borrowed $33.7 million and repaid $37.0 million on the Opco Credit Facility. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the three months ended March 31, 2026 and 2025 were 7.28% and 7.93%, respectively.

 

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $284.8 million and $290.6 million classified as mineral rights, net and other long-term assets, net and $19.6 million and $20.4 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

 

The Opco Credit Facility contains financial covenants requiring Opco to maintain:

 

A leverage ratio of consolidated indebtedness to EBITDDA (in each case as defined in the Opco Credit Facility) not to exceed 3.0x. As of March 31, 2026, this ratio was 0.4x; and

 

an interest coverage ratio of consolidated EBITDDA to the sum of consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0. As of March 31, 2026, this ratio was 21.4x.

 

Opco Senior Notes   

 

Opco issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of March 31, 2026, the 5.03% and 5.18% Opco Senior Notes remain outstanding. These Opco Senior Notes have principal due annually in December and interest due semi-annually in June and December. As of both  March 31, 2026 and December 31, 2025, the Opco Senior Notes had cumulative principal balances of $14.3 million. These Opco Senior Notes will fully mature in December 2026.

 

11

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, accounts receivables, a contract receivable, accounts payables and debt. The carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, accounts receivables and accounts payables 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 contract receivable and debt.

 

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

 

      

March 31, 2026

  

December 31, 2025

 
  

Fair Value

  

Carrying

  

Estimated

  

Carrying

  

Estimated

 

(In thousands)

 

Hierarchy Level

  

Value

  

Fair Value

  

Value

  

Fair Value

 

Assets:

                    

Contract receivable, net (current and long-term) (1)

  3  $22,734  $20,233  $23,480  $20,792 
                     

Debt:

                    

Opco Senior Notes (2)

  3  $14,234  $14,025  $14,198  $14,018 

Opco Credit Facility (3)

  3   46,084   46,084   18,884   18,884 
     
(1)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, 2026 and December 31, 2025.
(2)The fair value of the Opco Senior Notes was estimated by management utilizing the present value replacement method incorporating the interest rate of the Opco Credit Facility. 
(3)The fair value of the Opco Credit Facility approximates the outstanding borrowing amount because the interest rates are variable and reflective of market rates and the terms of the credit facility allow the Partnership to repay the debt at any time without penalty.

 

 

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. NRP also reimburses overhead costs incurred by its affiliates, and other related parties, to manage the Partnership's business. These overhead costs include certain rent, information technology, administration of employee benefits and other corporate services incurred by or on behalf of the Partnership’s general partner and its affiliates and are presented as operating and maintenance expenses and general and administrative expenses on the Partnership's Consolidated Statements of Comprehensive Income.

 

Related party general and administrative expenses included on the Partnership's Consolidated Statement of Comprehensive Income are as follows:

 

  

For the Three Months Ended March 31,

 

(In thousands)

 

2026

  

2025

 

Operating and maintenance expenses

 $1,622  $1,793 

General and administrative expenses

  1,566   1,569 

 

The Partnership had accounts payable to related parties of $0.6 million and $0.7 million on its Consolidated Balance Sheets as of  March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, the Partnership had $0.1 million and $0.2 million, respectively, of prepaid expenses included in other current assets, net on its Consolidated Balance Sheets.

 

As a result of its office lease with WPPLP, the Partnership has a right-of-use asset and lease liability of $3.4 million included in other long-term assets, net and other non-current liabilities, respectively on its Consolidated Balance Sheets at both  March 31, 2026 and December 31, 2025.

 

During the three months ended March 31, 2026 and 2025, the Partnership recognized $1.2 million and $0.1 million, respectively, in operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to an overriding royalty agreement with WPPLP. The Partnership also had $1.2 million and $0.1 million in accounts payable on its Consolidated Balance Sheets as of  March 31, 2026 and December 31, 2025, respectively, related to this agreement. As of both March 31, 2026 and December 31, 2025, the Partnership had $1.1 million of other long-term assets, net on its Consolidated Balance Sheets related to a prepaid royalty for this agreement. 

 

12

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,

 
  

2026

  

2025

 

(In thousands)

 

Revenues

  

Percent

  

Revenues

  

Percent

 

Alpha Metallurgical Resources, Inc. (1)

 $13,701   29% $13,176   24%

Foresight Energy Resources LLC ("Foresight") (1)

 $13,497   29% $16,460   30%

Alabama Kanu Holdings, LLC (1)

 $4,730   10% $3,258   6%

 

     

(1)

Revenues from Alpha Metallurgical Resources, Inc., Foresight, and Alabama Kanu Holdings, LLC are generated in the United States of America and are included within the Partnership's Mineral Rights segment.

 

 

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 as of and for the three months ended March 31, 2026.

 

 

13.    Unit-Based Compensation 

 

During the three months ended March 31, 2026 and 2025, the Partnership granted service, performance and market-based awards under its 2017 Long-Term Incentive Plan. The Partnership's service and performance-based awards are valued using the closing price of NRP's common units as of the grant date while the Partnership's market-based awards are valued using a Monte Carlo simulation. The grant date fair value of the awards granted during the three months ended March 31, 2026 and 2025 was $8.6 million and $6.8 million, respectively, which included a grant date fair value of $3.1 million and $2.5 million for the market-based awards valued using a Monte Carlo simulation during the three months ended March 31, 2026 and 2025, respectively. Total unit-based compensation expense associated with service, performance and market-based awards was $1.2 million and $2.7 million for the three months ended March 31, 2026 and 2025, respectively, and is included in general and administrative expenses and operating and maintenance expenses on the Partnership's Consolidated Statements of Comprehensive Income. The unamortized cost associated with unvested outstanding awards as of March 31, 2026 was $11.9 million, which will be recognized over a weighted average period of 2.3 years. The unamortized cost associated with unvested outstanding awards as of  December 31, 2025 was $5.9 million. The Partnership paid $8.9 million and $5.5 million in cash during the three months ended  March 31, 2026 and 2025, respectively, for taxes on the unit-based award settlements during the respective years. These cash payments are included in other items, net under cash flows from financing activities on the Partnership's Consolidated Statements of Cash Flows. 

 

A summary of the unit activity in the outstanding grants during 2026 is as follows:

 

(In thousands)

 

Common Units

  

Weighted Average Grant Date Fair Value per Common Unit

 

Outstanding at January 1, 2026

  266  $78.68 

Granted

  65  $132.29 

Fully vested and issued

  (155) $65.19 

Outstanding at March 31, 2026

  176  $110.54 

 

13

NATURAL RESOURCE PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(Unaudited)
 
 

14.    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, 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.

 

As of March 31, 2026 and December 31, 2025, NRP had the following current expected credit loss (“CECL”) allowance related to its receivables and long-term contract receivable:

 

  

March 31, 2026

  

December 31, 2025

 

(In thousands)

 

Gross

  

CECL Allowance

  

Net

  

Gross

  

CECL Allowance

  

Net

 

Receivables

 $35,431  $(3,565) $31,866  $36,178  $(4,183) $31,995 

Long-term contract receivable

  20,301   (703)  19,598   21,138   (732)  20,406 

Total

 $55,732  $(4,268) $51,464  $57,316  $(4,915) $52,401 

 

NRP recorded reversals of $0.6 million and $0.3 million of operating and maintenance expenses on its Consolidated Statements of Comprehensive Income related to the change in the CECL allowance during the three months ended March 31, 2026 and 2025, 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, bankruptcy monitoring, lessee audits and dispute resolution. The Partnership may employ legal counsel or collection specialists to pursue recovery of defaulted receivables.

 

 

15.    Subsequent Events

 

The following represents material events that occurred after  March 31, 2026 through the time of the Partnership’s filing of its Quarterly Report on Form 10-Q with the SEC:

 

Common Unit Distributions

 

In May 2026, the Board of Directors declared a distribution of $0.75 per common unit with respect to the first quarter of 2026

 

 

14

 
 

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

 

The following review of operations for the three month periods ended March 31, 2026 and 2025 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, 2025.

 

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.

 

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: future distributions on our common units; 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 future performance by our lessees; Sisecam Wyoming LLC’s ("Sisecam Wyoming's") trona mining and soda ash refinery operations; distributions from our soda ash business; 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, 2025 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) less equity in earnings from unconsolidated investment; 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 or loss, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of operating performance, liquidity or ability to service debt obligations. There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring items that materially affect our net income, 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 11. Debt, Net" in our Annual Report on Form 10-K for the year ended December 31, 2025. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.

 

Distributable Cash Flow

 

Distributable cash flow ("DCF") represents net cash provided by (used in) operating activities 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 receivable; less maintenance capital expenditures and capital to unconsolidated investment. 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 assess 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 plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivable; less maintenance and expansion capital expenditures, cash flow used in acquisition costs classified as investing or financing activities and capital to unconsolidated investment. 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.

 

Leverage Ratio

 

Leverage ratio represents the outstanding principal of our debt at the end of the period divided by the last twelve months' Adjusted EBITDA as defined above. We believe that leverage ratio is a useful measure to management and investors to evaluate and monitor our indebtedness relative to our ability to generate income to service such debt and in understanding trends in our overall financial condition. Leverage ratio may not be calculated the same for us as for other companies and is not a substitute for, and should not be used in conjunction with, GAAP financial ratios. 

 

15

 

Introduction

 

The following discussion and analysis present management's view of our business, financial condition and overall performance. Our discussion and analysis consist 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

 

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 Sisecam 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:

 

Mineral Rights—consists of approximately 13 million acres of mineral interests and other subsurface rights across the United States. If combined in a single tract, our ownership would cover roughly 20,000 square miles. Our assets provide critical inputs for the manufacturing of steel, electricity and building materials as well as opportunities for carbon sequestration and renewable energy. 

 

Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient for the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles. Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us. 

 

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

 

Our financial results by segment for the three months ended March 31, 2026 are as follows:

 

   

Operating Segments

                 

(In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

Revenues and other income

  $ 47,181     $ (7,828 )   $     $ 39,353  

Net income (loss)

  $ 33,530     $ (7,900 )   $ (6,011 )   $ 19,619  

Adjusted EBITDA (1)

  $ 41,140     $ (72 )   $ (5,034 )   $ 36,034  
                                 

Cash flow provided by (used in) continuing operations

                               

Operating activities

  $ 41,827     $ (72 )   $ (8,741 )   $ 33,014  

Investing activities

  $ 758     $ (39,200 )   $     $ (38,442 )

Financing activities

  $ (1,256 )   $     $ 8,047     $ 6,791  

Distributable cash flow (1)

  $ 42,585     $ (39,272 )   $ (8,741 )   $ (5,428 )

Free cash flow (1)

  $ 42,585     $ (39,272 )   $ (8,741 )   $ (5,428 )
         

(1)

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

 

16

 

Current Results/Market Commentary

 

Financial Results and Quarterly Distributions 

 

We generated $33.0 million of operating cash flow and ($5.4 million) of free cash flow during the three months ended March 31, 2026, and ended the quarter with $185.4 million of liquidity consisting of $31.5 million of cash and cash equivalents and $153.9 million of available borrowing capacity under our Opco Credit Facility. As of March 31, 2026 our leverage ratio was 0.4 x.

 

In February 2026, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2025. In March 2026, we paid a special cash distribution of $0.12 per common unit of NRP to help cover unitholder tax liabilities associated with owning NRP's common units in 2025. Future distributions on our common 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 of Directors determines is necessary for future operating and capital needs. 

 

Mineral Rights Business Segment

 

Revenues and other income during the three months ended March 31, 2026 decreased $8.7 million, or 16%, as compared to the prior year period primarily due to lower metallurgical and thermal coal sales volumes as compared to the prior year periodCash provided by operating activities and free cash flow during the three months ended March 31, 2026 decreased by $1.4 million and $1.3 million, respectively, as compared to the prior year period primarily due to lower metallurgical and thermal coal sales volumes, partially offset by higher recoupments in the first quarter of 2025.

 

Mineral Rights segment results continue to be affected by weak global steel demand, low natural gas prices, and ample coal stockpiles at power plants.

 

We have no meaningful developments to report on our carbon neutral initiatives, but continue to explore and make small-scale progress on opportunities to create value through carbon sequestration and renewable energy production across our vast portfolio of mineral and surface assets. 

 

Soda Ash Business Segment

 

Revenues and other income during the three months ended March 31, 2026 decreased $12.4 million, or 270%, as compared to the prior year period primarily due to lower sales prices in 2026.

 

Cash provided by operating activities during the three months ended March 31, 2026 decreased $3.0 million as compared to the prior year period due primarily due to the $2.9 million distribution received from Sisecam Wyoming in the first quarter of 2025 and no distribution received in the first quarter of 2026. Free cash flow decreased $42.2 million as compared to the prior year quarter primarily due to our $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026 in addition to the $2.9 million distribution received in the first quarter of 2025. Together with our managing partner, we made a capital investment into Sisecam Wyoming in the first quarter of 2026 to reduce outstanding amounts under its bank credit facility and better position it to compete in the current environment. Sisecam Wyoming’s managing partner also invested its pro-rata share of $40.8 million. We evaluated this investment as we would any other capital allocation opportunity, with the goal of maximizing NRP's intrinsic value per unit. 

 

The soda ash market remains significantly oversupplied due to the influx of natural soda ash supply from China coupled with weak demand for flat glass. We believe international soda ash prices are below the cost of production for most producers with no near-term market correction in sight. Due to the weak pricing environment, we have not received a distribution from Sisecam Wyoming since the second quarter of 2025 and do not expect to receive distributions until soda ash demand increases and/or capacity is rationalized, which could take several years.

 

17

 

Results of Operations 

 

First Quarter of 2026 and 2025 Compared

 

Revenues and Other Income

 

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

 

      For the Three Months Ended March 31,           Percentage  

Operating Segment (In thousands)

 

2026

   

2025

   

Decrease

   

Change

 

Mineral Rights

  $ 47,181     $ 55,928     $ (8,747 )     (16 )%

Soda Ash

    (7,828 )     4,610       (12,438 )     (270 )%

Total

  $ 39,353     $ 60,538     $ (21,185 )     (35 )%

 

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

 

18

 

Mineral Rights

 

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 March 31,    

Increase

   

Percentage

 

(In thousands, except per ton data)

 

2026

   

2025

   

(Decrease)

   

Change

 

Coal sales volumes (tons)

                               

Appalachia

                               

Northern

    472       124       348       281 %

Central

    2,967       3,306       (339 )     (10 )%

Southern

    329       296       33       11 %

Total Appalachia

    3,768       3,726       42       1 %

Illinois Basin

    2,420       3,342       (922 )     (28 )%

Northern Powder River Basin

    175       916       (741 )     (81 )%

Gulf Coast

    162       237       (75 )     (32 )%

Total coal sales volumes

    6,525       8,221       (1,696 )     (21 )%
                                 

Coal royalty revenue per ton

                               

Appalachia

                               

Northern

  $ 1.42     $ 1.48     $ (0.06 )     (4 )%

Central

    6.18       6.18             %

Southern

    11.40       9.18       2.22       24 %

Illinois Basin

    2.32       2.44       (0.12 )     (5 )%

Northern Powder River Basin

    6.19       4.55       1.64       36 %

Gulf Coast

    0.83       0.78       0.05       6 %

Combined average coal royalty revenue per ton

    4.53       4.36       0.17       4 %
                                 

Coal royalty revenues

                               

Appalachia

                               

Northern

  $ 671     $ 183     $ 488       267 %

Central

    18,328       20,426       (2,098 )     (10 )%

Southern

    3,750       2,718       1,032       38 %

Total Appalachia

    22,749       23,327       (578 )     (2 )%

Illinois Basin

    5,606       8,141       (2,535 )     (31 )%

Northern Powder River Basin

    1,084       4,169       (3,085 )     (74 )%

Gulf Coast

    135       184       (49 )     (27 )%

Unadjusted coal royalty revenues

    29,574       35,821       (6,247 )     (17 )%

Coal royalty adjustment for minimum leases

          (323 )     323       100 %

Total coal royalty revenues

  $ 29,574     $ 35,498     $ (5,924 )     (17 )%
                                 

Other revenues

                               

Production lease minimum revenues

  $ 558     $ 2,725     $ (2,167 )     (80 )%

Minimum lease straight-line revenues

    4,019       4,050       (31 )     (1 )%

Oil and gas royalty revenues

    1,386       2,444       (1,058 )     (43 )%

Carbon neutral revenues

    185       595       (410 )     (69 )%

Property tax revenues

    1,711       1,637       74       5 %

Wheelage revenues

    1,990       1,738       252       14 %

Coal overriding royalty revenues

    1,386       880       506       58 %

Lease amendment revenues

    1,200       655       545       83 %

Aggregates royalty revenues

    1,118       853       265       31 %

Other revenues

    170       185       (15 )     (8 )%

Total other revenues

  $ 13,723     $ 15,762     $ (2,039 )     (13 )%

Royalty and other mineral rights

  $ 43,297     $ 51,260     $ (7,963 )     (16 )%

Transportation and processing services revenues

    3,885       4,421       (536 )     (12 )%

Gain (loss) on asset sales and disposals

    (1 )     247       (248 )     (100 )%

Total Mineral Rights segment revenues and other income

  $ 47,181     $ 55,928     $ (8,747 )     (16 )%

 

19

 

Coal Royalty Revenues 

 

Approximately 65% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the three months ended March 31, 2026. Total coal royalty revenues decreased $5.9 million primarily due to lower metallurgical and thermal coal sales volumes during the three months ended March 31, 2026 as compared to the prior year quarter.

 

Total Other Revenues 

 

Total other revenues decreased $2.0 million primarily due to a $2.2 million decrease in production lease minimum revenues. This decrease was primarily driven by higher breakage revenues recognized in the first quarter of 2025.

 

Soda Ash

 

Revenues and other income related to our Soda Ash segment decreased $12.4 million as compared to the prior year quarter primarily due to lower sales prices in 2026.

 

Total Operating Expenses, Net

 

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

 

   

For the Three Months Ended March 31,

   

Increase

   

Percentage

 

(In thousands)

 

2026

   

2025

   

(Decrease)

   

Change

 

Operating expenses

                               

Operating and maintenance expenses

  $ 6,113     $ 6,776     $ (663 )     (10 )%

Depreciation, depletion and amortization

    7,614       3,989       3,625       91 %

General and administrative expenses

    5,034       6,832       (1,798 )     (26 )%

Asset impairments

          20       (20 )     (100 )%

Total operating expenses

  $ 18,761     $ 17,617     $ 1,144       6 %

 

Total operating expenses, net increased $1.1 million primarily due to a $3.6 million increase in depreciation, depletion and amortization expense, partially offset by a $1.8 million decrease in general and administrative expenses. The increase in depreciation, depletion and amortization expense was primarily due to increased depletion rates on certain thermal properties. The decrease in general and administrative expenses was primarily due to lower long-term incentive expense as compared to the prior year period.

 

Interest Expense, Net

 

Interest expense, net, decreased $1.7 million due to less debt outstanding during the three months ended March 31, 2026 as compared to the prior year quarter.

 

Adjusted EBITDA (Non-GAAP Financial Measure)

 

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

 

   

Operating Segments

                 

For the Three Months Ended (In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2026

                               

Net income (loss)

  $ 33,530     $ (7,900 )   $ (6,011 )   $ 19,619  

Add (Less): equity in (earnings) loss from unconsolidated investment

          7,828             7,828  

Add: total distributions from unconsolidated investment

                       

Add: interest expense, net

                973       973  

Add: depreciation, depletion and amortization

    7,610             4       7,614  

Adjusted EBITDA

  $ 41,140     $ (72 )   $ (5,034 )   $ 36,034  
                                 

March 31, 2025

                               

Net income (loss)

  $ 45,208     $ 4,550     $ (9,505 )   $ 40,253  

Add (Less): equity in (earnings) loss from unconsolidated investment

          (4,610 )           (4,610 )

Add: total distributions from unconsolidated investment

          2,940             2,940  

Add: interest expense, net

                2,668       2,668  

Add: depreciation, depletion and amortization

    3,985             4       3,989  

Add: asset impairments

    20                   20  

Adjusted EBITDA

  $ 49,213     $ 2,880     $ (6,833 )   $ 45,260  

 

Net income decreased $20.6 million as compared to the prior year quarter primarily due to the decrease in revenues and other income as discussed above, partially offset by lower interest expense during the three months ended March 31, 2026 as compared to the prior year quarter. Adjusted EBITDA decreased $9.2 million as compared to the prior year quarter primarily due to the $8.1 million decrease in Adjusted EBITDA within our Mineral Rights segment driven by the decrease in revenues and other income as discussed above and the $3.0 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the three months ended March 31, 2026. 

 

20

 

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)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2026

                               

Cash flow provided by (used in)

                               

Operating activities

  $ 41,827     $ (72 )   $ (8,741 )   $ 33,014  

Investing activities

    758       (39,200 )           (38,442 )

Financing activities

    (1,256 )           8,047       6,791  
                                 

March 31, 2025

                               

Cash flow provided by (used in)

                               

Operating activities

  $ 43,223     $ 2,880     $ (11,679 )   $ 34,424  

Investing activities

    947                   947  

Financing activities

    (841 )           (34,098 )     (34,939 )

 

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

 

   

Operating Segments

                 

For the Three Months Ended (In thousands)

 

Mineral Rights

   

Soda Ash

   

Corporate and Financing

   

Total

 

March 31, 2026

                               

Net cash provided by (used in) operating activities

  $ 41,827     $ (72 )   $ (8,741 )   $ 33,014  

Add: proceeds from asset sales and disposals

                       

Add: return of long-term contract receivable

    758                   758  

Less: capital to unconsolidated investment

          (39,200 )           (39,200 )

Distributable cash flow

  $ 42,585     $ (39,272 )   $ (8,741 )   $ (5,428 )

Less: proceeds from asset sales and disposals

                       

Free cash flow

  $ 42,585     $ (39,272 )   $ (8,741 )   $ (5,428 )
                                 

March 31, 2025

                               

Net cash provided by (used in) operating activities

  $ 43,223     $ 2,880     $ (11,679 )   $ 34,424  

Add: proceeds from asset sales and disposals

    247                   247  

Add: return of long-term contract receivable

    700                   700  

Distributable cash flow

  $ 44,170     $ 2,880     $ (11,679 )   $ 35,371  

Less: proceeds from asset sales and disposals

    (247 )                 (247 )

Free cash flow

  $ 43,923     $ 2,880     $ (11,679 )   $ 35,124  

 

Operating cash flow, DCF and FCF decreased $1.4 million, $40.8 million and $40.6 million, respectively, as compared to the prior year quarter. The discussion by segment is as follows:

 

Mineral Rights Segment

 

Operating cash flow, DCF and FCF decreased $1.4 million, $1.6 million and $1.3 million, respectively, primarily due to lower metallurgical and thermal coal sales volumes as compared to the prior year quarter, partially offset by higher recoupments in the three months ended March 31, 2025.

 

Soda Ash Segment

 

Operating cash flow decreased $3.0 million primarily due to the $2.9 million distribution received from Sisecam Wyoming in the first quarter of 2025 and no distribution received during the three months ended March 31, 2026. DCF and FCF each decreased $42.2 million as compared to the prior year quarter primarily due to our $39.2 million capital investment made to Sisecam Wyoming in addition to the $2.9 million distribution received in the first quarter of 2025.

 

Corporate and Financing Segment

 

Operating cash flow, DCF and FCF each improved by $2.9 million as compared to the prior year quarter primarily due to lower cash paid for interest during the three months ended March 31, 2026 as a result of less debt outstanding.

 

21

 

Liquidity and Capital Resources

 

Current Liquidity

 

As of March 31, 2026, we had total liquidity of $185.4 million, consisting of $31.5 million of cash and cash equivalents and $153.9 million of borrowing capacity under our Opco Credit Facility. We have debt service obligations, including $14.3 million of principal repayments on Opco’s senior notes, throughout the remainder of 2026. The following table calculates our leverage ratio as of March 31, 2026: 

 

   

For the Three Months Ended

         

(In thousands)

  June 30, 2025     September 30, 2025     December 31, 2025     March 31, 2026     Last 12 Months  

Net income

  $ 34,211     $ 30,905     $ 30,998     $ 19,619     $ 115,733  

Add (Less): equity in (earnings) loss from unconsolidated investment

    (2,526 )     2,390       1,686       7,828       9,378  

Add: total distributions from unconsolidated investment

    4,900                         4,900  

Add: interest expense, net

    2,380       1,779       1,157       973       6,289  

Add: depreciation, depletion and amortization

    3,754       3,868       3,344       7,614       18,580  

Add: asset impairments

                             

Adjusted EBITDA

  $ 42,719     $ 38,942     $ 37,185     $ 36,034     $ 154,880  
                                         

Debt—at March 31, 2026

                                  $ 60,415  
                                         

Leverage Ratio

                                 

0.4 x

 

 

Cash Flows

 

Cash flows provided by operating activities decreased $1.4 million, from $34.4 million in the three months ended March 31, 2025 to $33.0 million in the three months ended March 31, 2026, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, as discussed above, partially offset by lower cash paid for interest by our Corporate and Financing segment. 

 

Cash flows used in investing activities increased $39.4 million, from $0.9 million provided by investing activities in the three months ended March 31, 2025 to $38.4 million used by investing activities the three months ended March 31, 2026 primarily due to a $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026. 

 

Cash flows provided by financing activities increased $41.7 million, from $34.9 million used by financing activities in the three months ended March 31, 2025 to $6.8 million provided by financing activities in the three months ended March 31, 2026 due to the following:

  $27.5 million increased debt borrowings during the three months ended March 31, 2026 as compared to the prior year period;
  $14.5 million less cash used for common unit distributions primarily as a result of a lower special distribution paid during the three months ended March 31, 2026 as compared to the prior year period; and,
  $3.0 million less cash used for debt repayments in 2026 as compared to 2025.

 

These decreases in cash flow used were partially offset by $3.3 million of increased cash used for other items, net in 2026 as compared to 2025. 

22

 

Capital Resources and Obligations

 

Debt, Net

 

We had the following debt outstanding as of March 31, 2026 and December 31, 2025:

 

   

March 31,

   

December 31,

 

(In thousands)

 

2026

   

2025

 

Current portion of long-term debt, net

  $ 14,234     $ 14,198  

Long-term debt, net

    46,084       18,884  

Total debt, net

  $ 60,318     $ 33,082  

 

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 is set forth under Note 10. Related Party Transactions to the Consolidated Financial Statements and 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, 2025.

 

Recently Issued Accounting Standard

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The guidance is effective for annual periods beginning after December 15, 2026 and quarterly periods beginning after December 31, 2027 and can be adopted prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

 

23

 

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 on prevailing commodity prices. Historically, coal prices have been volatile, with prices fluctuating widely, and 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 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 market price of soda ash and energy costs directly affect the profitability of Sisecam Wyoming's operations. If the market price for soda ash declines, Sisecam 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. Currently soda ash prices are severely declined and Sisecam Wyoming suspended distributions in the third quarter of 2025. We cannot predict whether or when soda ash prices will recover to a level at which Sisecam Wyoming with resume distributions.

 

Interest Rate Risk

 

Our exposure to changes in interest rates results from our borrowings under the Opco Credit Facility, which is subject to variably interest rates based upon SOFR. At March 31, 2026, we had $46.1 million in borrowings outstanding under the Opco Credit Facility. If interest rates were to increase by 1%, annual interest expense would increase approximately $0.5 million, assuming the same principal amount remained outstanding during the year.

 

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 Partnerships Internal Control Over Financial Reporting

 

There were no material changes in the Partnership’s internal control over financial reporting during the first three months of 2026 that materially affected, or were reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

24

 

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.

 

ITEM 1A. RISK FACTORS

 

During the period covered by this report, 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, 2025.

 

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.

 

ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description

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).

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

**

 

Furnished herewith

 

25

 

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 6, 2026

By:

/s/ Corbin J. Robertson, Jr.
   

Corbin J. Robertson, Jr.

   

Chairman of the Board and

   

Chief Executive Officer

   

(Principal Executive Officer)

     

 

Date: May 6, 2026

By:

/s/ Christopher J. Zolas

   

Christopher J. Zolas

   

Chief Financial Officer

   

(Principal Financial and Accounting Officer)

   

26

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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