NRP 10-K & 10-Q changes, risk factors and insider trading
Natural Resource Partners Lp · NYSE · Bituminous Coal & Lignite Surface Mining · CIK 1171486 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Increasing attention to climate change, societal expectations on companies to address climate change, and investor and societal expectations regardingsee in full comparisonESGsustainability matters and disclosures, may result in increased costs, reduced profits, increased investigations and litigation, and negative impacts on our access to capital. Any laws or regulations imposing more stringent requirements on our business related to the disclosure ofclimate relatedclimate-related risks may increase compliance costs, and result in potential restrictions on access to capital to the extent we do not meet any climate-related expectations or requirements of financial institutions.Additionally,Intheaddition,SECsomereleasedstatesits(suchfinalasruleCalifornia)onhaveclimate-relatedadopteddisclosuresoronareMarchconsidering6,adopting2024,laws requiring the disclosure of certain climate-related risks andfinancialGHGimpacts,emissionasreductionwellclaims.asLawsuitsgreenhousehavegasbeenemissions.filedUnderchallenging therule, large accelerated filers would be required to incorporate the applicable climate-related disclosures into their filings beginning in fiscal year 2025, with additional requirements relating to the disclosureimplementation ofScopethese1laws,andbut2wegreenhousecannotgas emissions, if material, and attestation reports for certain large accelerated filers subsequently phasing in. However, the future of the SEC climate rule is uncertain at this time given that its implementation has been stayed pendingpredict the outcome oflegalthesechallenges;suitsmoreover,atitthisis uncertain whether the Commission may seek to change or revoke the rule though we cannot predict whether such action will occur or its timing.time. As a result, the ultimate impact ofthe SEC rule, oranysimilarclimate-related disclosure requirements imposed in thefuture,future on our business is uncertain and may result in increased compliance costs and increased costs of and restrictions on access to capital.
Restrictions on international trade, such as sanctions, tariffs, duties and other governmental controls on imports or exports of goods, could adversely affect our business.see in full comparisonInForFebruary 2025,example, theU.S. presidential administration imposed newChinese tariffs onChina and China responded with tariffs on selectU.S.goods, includingcoal, which were implemented in 2025, could continue to negatively affect the overall price of coal. If new legislation or additional trade restrictions are adopted or geopolitical tensions were to increase and reduce the price received by our lessees for coal sales, the amount of royalties that we receive from our lessees would also be reduced which could adversely affect our free cash flow.
We do not have control over the operations of Sisecam Wyoming. We have limited approval rights with respect to Sisecam Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures. During 2020, Sisecam Wyoming suspended cash distributions to its members due to adverse developments in the soda ash market resulting from the COVID-19 pandemic. Distributions resumed in 2021 butsee in full comparisonnodueassurancetocana severe decline in global soda ash prices, distributions have again been suspended. The soda ash market continues to bemadesignificantlythatoversupplied from the influx of new capacity from China and sales prices remain below the cost of production for most producers. We expect soda ash prices to remain at these lower levels for the foreseeable future and do not expect distributions from Sisecam Wyoming to resume for several years until high-cost capacity is forced to retire. In February 2026, we and Sisecam Wyoming's managing partner agreed to make an additionalsuspensionscapitalwillinvestmentnotintooccurSisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility and better position it to compete in thefuture.current environment. We cannot predict when or whether soda ash prices will recover to a level at which Sisecam Wyoming will resume distributions. Sisecam Chemicals USA Inc., a wholly owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, appoints four of the seven Board of Managers of Sisecam Wyoming and we appoint three. Any changes to the distribution policy or the capital expenditure plans approved by the Board of Managers could adversely affect the future cash flows to NRP and the financial condition and results of operations of Sisecam Wyoming.
“In addition, we are ultimately responsible for operating the transportation infrastructure at Foresight’s Williamson mine, and have assumed the capital and operating risks associated with that business. As a result of these investments, we could experience increased costs as well as increased liability exposure associated with operating these facilities.”see in full comparison
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial changes or differing interpretations at any time. Members of Congress have frequently proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment.see in full comparisonFurther, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.
Global climate issues continue to attract public and scientific attention. Numerous reports have engendered concern about the impacts of human activity, especially fossil fuel combustion, on global climate issues. In addition to government regulation of greenhouse gas and other air pollutant emissions, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuels, such as coal.see in full comparisonOne example isRecently, the Net Zero Banking Alliance, a group of over 100 banks worldwide representing over 40% of global banking assetswhothatarewere committed to aligning their investment portfolios with net zero emissions by2050.2050, ceased operations, reflecting growing political and market headwinds. Further, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change.Although,However, in October 2025, thefuturethreeofbankingtheseagenciesprincipleswithdrewisthisuncertainguidance.inNevertheless, thenew U.S. presidential administration. Theimpact of any such efforts may adversely affect our ability to raise capital. In addition, a number of insurance companies have taken action to limit coverage for companies in the coal industry, which could result in significant increases in our costs of insurance or in our inability to maintain insurance coverage at current levels.
Full comparison: every changed paragraph (18)
To the extent our lessees are unable to economically produce coal over the long term, the carrying value of our coal mineral rights could be adversely affected. A long-term asset generally is deemed impaired when the future expected cash flow from its use and disposition is less than its book value. For the year ended December 31, 2024,2025, we recordedhad immaterial impairment charges of approximately $0.1 million related to properties that we believe our current or future lessees are unable to operate profitably. Future impairment analyses could result in additional downward adjustments to the carrying value of our assets.
Restrictions on international trade, such as sanctions, tariffs, duties and other governmental controls on imports or exports of goods, could adversely affect our business. InFor February 2025,example, the U.S. presidential administration imposed newChinese tariffs on China and China responded with tariffs on select U.S. goods, including coal, which were implemented in 2025, could continue to negatively affect the overall price of coal. If new legislation or additional trade restrictions are adopted or geopolitical tensions were to increase and reduce the price received by our lessees for coal sales, the amount of royalties that we receive from our lessees would also be reduced which could adversely affect our free cash flow.
The market price of soda ash directly affects the profitability of Sisecam Wyoming’s soda ash production operations. If the market price for soda ash declines, Sisecam Wyoming’s sales will decrease. Historically, the global market and, to a lesser extent, the domestic market for soda ash has been volatile, and those markets are likely to remain volatile in the future. Currently, global soda ash prices are suffering a severe decline and Sisecam Wyoming’s profitability has been negatively affected. We cannot predict when or whether soda ash prices will recover to a point where Sisecam Wyoming will resume distribution payments to us. The prices Sisecam Wyoming receives for its soda ash depend on numerous factors beyond Sisecam Wyoming’s control, including worldwide and regional economic and political conditions impacting supply and demand. In addition, the impact of the Sisecam Chemicals Resources' exit from ANSAC and Sisecam Wyoming’s transition to the utilization of Sisecam Group’s global distribution network for some of its export operations beginning 2021 could affect prices received for export sales. Glass manufacturers and other industrial customers drive most of the demand for soda ash, and these customers experience significant fluctuations in demand and production costs. Competition from increased use of glass substitutes, such as plastic and recycled glass, has had a negative effect on demand for soda ash. Substantial or extended declines in prices for soda ash could have a material adverse effect on Sisecam Wyoming’s ability to continue to make distributions to its members and on our results of operations.
The adoption of climate change legislation and regulations restricting emissions of greenhouse gases and other hazardous air pollutants havehas resulted in changes in fuel consumption patterns by electric power generators and a corresponding decrease in coal production by our lessees and reduced coal-related revenues.
In addition to EPA’s greenhouse gas initiatives, there are several other federal rulemakings that are focused on emissions from coal-fired electric generating facilities, including the Cross-State Air Pollution Rule ("CSAPR") as revised in 2021, regulating emissions of nitrogen oxide and sulfur dioxide, and the Mercury and Air Toxics Rule ("MATS"), regulatingwhich regulates emissions of hazardous air pollutants. Installation of additional emissions control technologies and other measures required under these and other EPA regulations have made it more costly to operate many coal-fired power plants and have resulted in and are expected to continue to result in plant closures. Further reductions in coal’s share of power generating capacity as a result of compliance with existing or proposed rules and regulations would have a material adverse effect on our coal-related revenues. For more information on regulation of greenhouse gas and other air pollutant emissions, see "Items 1. and 2. Business and Properties—Regulation and Environmental Matters.”
Global climate issues continue to attract public and scientific attention. Numerous reports have engendered concern about the impacts of human activity, especially fossil fuel combustion, on global climate issues. In addition to government regulation of greenhouse gas and other air pollutant emissions, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuels, such as coal. One example isRecently, the Net Zero Banking Alliance, a group of over 100 banks worldwide representing over 40% of global banking assets whothat arewere committed to aligning their investment portfolios with net zero emissions by 2050.2050, ceased operations, reflecting growing political and market headwinds. Further, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change. Although,However, in October 2025, the futurethree ofbanking theseagencies principleswithdrew isthis uncertainguidance. inNevertheless, the new U.S. presidential administration. The impact of any such efforts may adversely affect our ability to raise capital. In addition, a number of insurance companies have taken action to limit coverage for companies in the coal industry, which could result in significant increases in our costs of insurance or in our inability to maintain insurance coverage at current levels.
Increased attention to climate change, environmental, social and governance ("ESG")sustainability matters and conservation measures may adversely impact our business.
Increasing attention to climate change, societal expectations on companies to address climate change, and investor and societal expectations regarding ESGsustainability matters and disclosures, may result in increased costs, reduced profits, increased investigations and litigation, and negative impacts on our access to capital. Any laws or regulations imposing more stringent requirements on our business related to the disclosure of climate relatedclimate-related risks may increase compliance costs, and result in potential restrictions on access to capital to the extent we do not meet any climate-related expectations or requirements of financial institutions. Additionally,In theaddition, SECsome releasedstates its(such finalas ruleCalifornia) onhave climate-relatedadopted disclosuresor onare Marchconsidering 6,adopting 2024,laws requiring the disclosure of certain climate-related risks and financialGHG impacts,emission asreduction wellclaims. asLawsuits greenhousehave gasbeen emissions.filed Underchallenging the rule, large accelerated filers would be required to incorporate the applicable climate-related disclosures into their filings beginning in fiscal year 2025, with additional requirements relating to the disclosureimplementation of Scopethese 1laws, andbut 2we greenhousecannot gas emissions, if material, and attestation reports for certain large accelerated filers subsequently phasing in. However, the future of the SEC climate rule is uncertain at this time given that its implementation has been stayed pendingpredict the outcome of legalthese challenges;suits moreover,at itthis is uncertain whether the Commission may seek to change or revoke the rule though we cannot predict whether such action will occur or its timing.time. As a result, the ultimate impact of the SEC rule, or any similar climate-related disclosure requirements imposed in the future,future on our business is uncertain and may result in increased compliance costs and increased costs of and restrictions on access to capital.
Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESGsustainability matters, and many of these ratings processes are inconsistent with each other. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESGsustainability ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Furthermore, if our competitors’ ESGsustainability performance is perceived to be greater than ours, potential or current investors may elect to invest in our competitors instead.
In addition to governmental regulation, private citizens’ groups have continued to be active in bringing lawsuits against coal mine operators and landlandowners, owners that allegealleging violations of water quality standards resulting from ongoing discharges of pollutants from reclaimed mining operations, including selenium and conductivity. Any determination that a landowner or lessee has liability for discharges from a previously reclaimed mine site would result in uncertainty as to continuing liability for completed and reclaimed coal mine operations and could result in substantial compliance costs or fines. For more information on regulation of greenhouse gas and other air pollutant emissions, see "Items 1. and 2. Business and Properties—Regulation and Environmental Matters.”
We do not have control over the operations of Sisecam Wyoming. We have limited approval rights with respect to Sisecam Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures. During 2020, Sisecam Wyoming suspended cash distributions to its members due to adverse developments in the soda ash market resulting from the COVID-19 pandemic. Distributions resumed in 2021 but nodue assuranceto cana severe decline in global soda ash prices, distributions have again been suspended. The soda ash market continues to be madesignificantly thatoversupplied from the influx of new capacity from China and sales prices remain below the cost of production for most producers. We expect soda ash prices to remain at these lower levels for the foreseeable future and do not expect distributions from Sisecam Wyoming to resume for several years until high-cost capacity is forced to retire. In February 2026, we and Sisecam Wyoming's managing partner agreed to make an additional suspensionscapital willinvestment notinto occurSisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility and better position it to compete in the future.current environment. We cannot predict when or whether soda ash prices will recover to a level at which Sisecam Wyoming will resume distributions. Sisecam Chemicals USA Inc., a wholly owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, appoints four of the seven Board of Managers of Sisecam Wyoming and we appoint three. Any changes to the distribution policy or the capital expenditure plans approved by the Board of Managers could adversely affect the future cash flows to NRP and the financial condition and results of operations of Sisecam Wyoming.
We own the transportation infrastructure at Foresight’s Williamson mine. Foresight leases those assets from us and manages the operating activities. As owner, we may incur increased costs for liabilities associated with those facilities.
In addition, we are ultimately responsible for operating the transportation infrastructure at Foresight’s Williamson mine, and have assumed the capital and operating risks associated with that business. As a result of these investments, we could experience increased costs as well as increased liability exposure associated with operating these facilities.
Sisecam Wyoming's mineral reserve and resource data are estimates based on assumptions that may be inaccurate and are based on existing economic and operating conditions that may change in the future, which could materially and adversely affect the quantities and value of Sisecam Wyoming's reserves and resources.
Sisecam Wyoming's mineral reserve and resource estimates may vary substantially from the actual amounts of minerals Sisecam Wyoming is able to recover economically from their reserves. There are numerous uncertainties inherent in estimating quantities of reserves and resources, including many factors beyond Sisecam Wyoming's control. Estimates of reserves and resources necessarily depend upon a number of variables and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions relate to, among other aspects:
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our units, may be modified by administrative, legislative or judicial changes or differing interpretations at any time. Members of Congress have frequently proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment. Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. Further, while unitholders of publicly traded partnerships are, subject to certain limitations, entitled to a deduction equal to 20% of their allocable share of a publicly traded partnership’s “qualified business income,” this deduction is scheduled to expire with respect to taxable years beginning after December 31, 2025.
For our unitholders subject to the passive loss rules, our current operations include portfolio activities (such as our coal and mineral royalty businesses) and passive activities (such as our soda ash business). Any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset (i) our portfolio income, including income related to our coal and mineral royalty businesses, (ii) a unitholder’s income from other passive activities or investments, including investments in other publicly traded partnerships, or (iii) a unitholder’s salary or active business income. Thus, our unitholders' share of our portfolio income may be subject to U.S. federal income tax, and, in some cases, state and local income taxes, regardless of other losses they may receive from us.
In addition to U.S. federal income taxes, our unitholders are likely subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if our unitholders do not live in any of those jurisdictions. Our unitholders are likely required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements. We own property and conduct business in a number of states in the United States. Most of these states impose ana personal income tax on individuals, corporations and other entities. As we make acquisitions or expand our business, we may own assets or conduct business in additional states that impose a personal income tax. It is the unitholder's responsibility to file all U.S. federal, state and local tax returns and pay any taxes due in these jurisdictions. Unitholders should consult with their own tax advisors regarding the filing of such tax returns, the payment of such taxes, and the deductibility of any taxes paid.
Management's Discussion & Analysis (MD&A)
Removed heading “Transportation and Processing Services Revenues”
Removed heading “Recently Adopted Accounting Standards”
Largest changes
Metallurgical and thermal coal prices remained weak throughoutsee in full comparison2024, primarily2025 due tomutedsluggish steel demand impacting metallurgical coal andmild weather, high inventory levels, andlow natural gas prices and ample thermal coal supply at power plants impacting thermal coal.WhileDue to these ongoing factors, we do not expectsignificantany material changesin these factors orto pricing in2025, metallurgical and thermal coal pricing is still higher compared to long-term historical norms. It appears a new price floor has resulted from input cost inflation as well as ongoing labor shortages and operators' limited access to capital.2026.
“The soda ash market continues to be significantly oversupplied from the influx of new capacity from China and sales prices remain below the cost of production for most producers. We expect soda ash prices to remain at these lower levels for the foreseeable future and do not expect distributions from Sisecam Wyoming to resume for several years until high-cost capacity is forced to retire. …”see in full comparison
“In the first quarter of 2024, holders of our warrants to purchase common units (the "warrants") exercised a total of 1,219,665 warrants with a strike price of $34.00. We settled these warrants on a net basis with a total of $55.7 million in cash and 198,767 common units. In the second quarter of 2024, holders of our warrants exercised the remaining 320,335 warrants with a strike price of $34.00. We settled these warrants on a net basis with $10.0 million in cash and 89,059 common units. …”see in full comparison
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. Oursee in full comparisonownershipassetsprovidesprovide critical inputs for the manufacturing of steel, electricity andbasicbuildingmaterials,materials as well as opportunities for carbon sequestration and renewable energy.We are working to strategically redefine our business as a key player in the transitional energy economy in the years to come.
Full comparison: every changed paragraph (37)
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) less equity earnings from unconsolidated investment, net income attributable to non-controlling interest and gain on reserve swap; plus total distributions from unconsolidated investment, interest expense, net, debt modification expense, loss on extinguishment of debt, depreciation, depletion and amortization and asset impairments. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or loss, net income or loss attributable to partners, operating income,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 (loss),or loss, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. In addition, Adjusted EBITDA presented below is not calculated or presented on the same basis as Consolidated EBITDA as defined in our partnership agreement or Consolidated EBITDDA as defined in Opco's debt agreements. See "Item 8. Financial Statements and Supplementary Data—Note 11. Debt, Net" included elsewhere in this Annual Report on Form 10-K for a description of Opco’s debt agreements. Adjusted EBITDA is a supplemental performance measure used by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis.
Distributable cash flow ("DCF") representsis a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings, proceeds from asset sales and disposals, including sales of discontinued operations, and return of long-term contract receivables, less maintenance capital expenditures.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 assess our ability to make cash distributions and repay debt.
Free cash flow ("FCF") representsis a non-GAAP financial measure that we define as net cash provided by (used in) operating activities of continuing operations plus distributions from unconsolidated investment in excess of cumulative earnings and return of long-term contract receivables, less maintenance and expansion capital expenditures andexpenditures, cash flow used in acquisition costs classified as investing or financing activities.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.
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 ownershipassets providesprovide critical inputs for the manufacturing of steel, electricity and basic building materials,materials as well as opportunities for carbon sequestration and renewable energy. We are working to strategically redefine our business as a key player in the transitional energy economy in the years to come.
Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, one of the world's lowest-cost producers of soda ash, an essential ingredient in the manufacturing of glass, solar panels, detergents, and batteries for electric vehicles. Operations are managed by our partner, Sisecam Chemicals Wyoming LLC, and we realize cash flow when distributions are paid to us.
Soda Ash—consists of our 49% non-controlling equity interest in Sisecam Wyoming, a trona ore mining and soda ash production business located in the Green River Basin of Wyoming. Sisecam Wyoming mines trona and processes it into soda ash that is sold both domestically and internationally into the glass and chemicals industries.
In the first quarter of 2024, holders of our warrants to purchase common units (the "warrants") exercised a total of 1,219,665 warrants with a strike price of $34.00. We settled these warrants on a net basis with a total of $55.7 million in cash and 198,767 common units. In the second quarter of 2024, holders of our warrants exercised the remaining 320,335 warrants with a strike price of $34.00. We settled these warrants on a net basis with $10.0 million in cash and 89,059 common units. Following these transactions, of the originally issued 4.0 million warrants, after giving effect to these settlements and all prior settlements, no warrants remain outstanding.
In May 2024, we executed a negotiated transaction with holders of our Class A Preferred Units ("preferred units") pursuant to which we repurchased an aggregate of 40,000 preferred units for $40.0 million in cash. In September 2024, we redeemed the remaining 31,666 preferred units for $31.7 million in cash. Of the originally issued 250,000 preferred units, after giving effect to these redemptions and all prior redemptions, no preferred units remain outstanding.
In 2024, we exercised our option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In October 2024, we entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from August 2027 to October 2029. The Seventh Amendment also removed reference to the preferred units and warrants, which are no longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.
In February 2024,2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 20232024. asIn wellMarch as2025, a $2.15 million cash distribution on the preferred units with respect to the fourth quarter of 2023. Wewe paid a special cash distribution of $2.44$1.21 per common unit of NRP in March 2024 to help cover unitholder tax liabilities associated with owning NRP's common units in 2023.2024. In May 2024,2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2024 as well as a $2.15 million cash distribution on the preferred units with respect to the first quarter of 2024.2025. In August 2024,2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the second quarter of 2024 as well as a $0.95 million cash distribution on the preferred units with respect to the second quarter of 2024.2025. In November 2024,2025, we paid a cash distribution of $0.75 per common unit of NRP with respect to the third quarter of 2024.2025.
In February 2025,2026, the Board of Directors declared and paid a cash distribution of $0.75 per common unit of NRP with respect to the fourth quarter of 2024.2025. Additionally, NRP has announced it will pay special cash distribution of $1.21$0.12 in March 20252026 to help cover unitholder tax liabilities associated with owning NRP's common units in 2024.2025. 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.
Revenues and other income during the year ended December 31, 20242025 decreased $46.7$45.7 million, or 16%,18%, as compared to the prior year. Cash provided by operating activities and free cash flow during the year ended December 31, 20242025 decreased $17.8$59.8 million and $17.6$59.5 million, respectively, compared to the prior year. These decreases were primarily due to lower metallurgical coal sales prices and lower thermal coal sales prices and volumes as compared to the prior year,year partiallyin offsetaddition byto one-time carbon neutral revenues and cash flow in 2024.
Metallurgical and thermal coal prices remained weak throughout 2024, primarily2025 due to mutedsluggish steel demand impacting metallurgical coal and mild weather, high inventory levels, and low natural gas prices and ample thermal coal supply at power plants impacting thermal coal. WhileDue to these ongoing factors, we do not expect significantany material changes in these factors or to pricing in 2025, metallurgical and thermal coal pricing is still higher compared to long-term historical norms. It appears a new price floor has resulted from input cost inflation as well as ongoing labor shortages and operators' limited access to capital.2026.
The markets for our carbon neutral revenue opportunities also remain weak. We believe the burdens on the carbon sequestration industry, including insufficient revenue streams, high operational and capital costs, and an uncertain regulatory environment, continue to create formidable barriers that operators have yet to overcome.
We continue to explore and identify carbon neutral revenue sources across our large portfolio of surface, mineral, and timber assets, including the sequestration of carbon dioxide in our underground pore space and standing forests, lithium production, and the generation of electricity using geothermal, solar, and wind energy. We were notified that the previously announced underground carbon sequestration lease agreement executed in 2022 would not be renewed for another lease term and has been terminated as per the lessee's rights in the agreement.
Revenues and other income during the year ended December 31, 20242025 decreased $55.3$15.1 million, or 75%,83%, as compared to the prior year primarily due to lower international soda ash sales prices due to increased global soda ash capacity and weaker global demand for new construction and automobiles.prices.
Cash provided by operating activities and free cash flow during the year ended December 31, 20242025 decreased $42.6$30.9 million as compared to the prior year asdue the decline in revenues and other income resulted into lower cash distributions received from Sisecam Wyoming during the year ended December 31, 2024.2025. We did not receive a cash distribution from Sisecam Wyoming in the third or fourth quarter of 2025.
The soda ash market continues to be significantly oversupplied from the influx of new capacity from China and sales prices remain below the cost of production for most producers. We expect soda ash prices to remain at these lower levels for the foreseeable future and do not expect distributions from Sisecam Wyoming to resume for several years until high-cost capacity is forced to retire. In February 2026, we and Sisecam Wyoming's managing partner agreed to make an additional capital investment into Sisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility and better position it to compete in the current environment. We evaluated this investment as we would any other capital allocation opportunity, with the goal of maximizing NRP's intrinsic value per unit.
We expect soda ash prices to remain low for the foreseeable future as it will take several years for the market to absorb the influx of new global capacity. However, many producers are currently operating below cost of production as the market is experiencing its lowest sales prices in decades. As this challenging market persists, distributions from Sisecam Wyoming are expected to be below historical levels.
Other revenues increaseddecreased $14.4$17.6 million during the year ended December 31, 20242025 as compared to the prior yearyear. This decrease was primarily driven by carbon neutral revenues received in 2024 from a third party related to its creation of California Air Resources Board carbon offset credits from our properties.properties in addition to a $3.6 million decrease in other revenues year-over-year.
Gain on asset sales and disposals decreased $3.0 million during the year ended December 31, 2025 as compared to the prior year primarily as a result of a coal property condemnation in the second quarter of 2024.
Transportation and Processing Services Revenues
Transportation and processing services revenues decreased $4.0 million during the year ended December 31, 2024 as compared to the prior year primarily due to a temporary relocation of certain production off of NRP's coal reserves. The fee per ton associated with the transportation and processing of the non-NRP coal is less than the fee per ton associated with the transportation and processing of NRP coal.
Revenues and other income related to our Soda Ash segment decreased $55.3$15.1 million compared to the prior year primarily due to lower international soda ash sales prices duein to increased global soda ash capacity and weaker global demand for new construction and automobiles.2025.
Total operating expenses decreased $5.9 million primarily due to a $4.2 million decrease in operating and maintenance expenses during the year ended December 31, 2025. The decrease in operating and maintenance expenses was primarily due to lower bad debt expense in 2025 as compared to 2024.
Total operating expenses decreased $8.7 million primarily due to a $4.3 million decrease in operating and maintenance expenses during the year ended December 31, 2024 and a $3.0 million decrease in depreciation, depletion and amortization compared to the prior year. The decrease in operating and maintenance expenses was primarily due to lower overriding royalty expense from an agreement with WPPLP during the year ended December 31, 2024 as compared to the year ended December 31, 2023. This overriding royalty expense is fully offset by coal royalty revenue we receive from this property. This decrease in operating and maintenance expense was partially offset by higher bad debt expense during the year ended December 31, 2024 as compared to the prior year. The decrease in depreciation, depletion and amortization was primarily due to lower coal production from certain Illinois Basin and Northern Powder River Basin properties during the year ended December 31, 2024 as compared to the prior year.
Interest expense, net increaseddecreased $1.5$7.6 million during the year ended December 31, 2025 as compared to the prior year primarily due to higherlower borrowings outstanding on the Opco Credit Facility during the year ended December 31, 2024 as compared to the year ended December 31, 2023.2025.
Net income decreased $94.8$47.3 million as compared to the prior year primarily due to the decrease in revenues and other incomeincome, partially offset by lower operating and interest expenses, all as discussed above. Adjusted EBITDA decreased $84.2$71.4 million as compared to the prior year primarily due to a $42.5$41.5 million decrease in Adjusted EBITDA within our Mineral Rights segment as a result of lower revenues and other income during the year ended December 31, 20242025 as discussed above and a $42.6$30.9 million decrease in Adjusted EBITDA within our Soda Ash segment primarilydriven due toby lower cash distributions received from Sisecam Wyoming during the year ended December 31, 2024.2025.
For discussion of our Results of Operations comparing 20232024 to 2022,2023, refer to our 20232024 Annual Report on Form 10-K filed MarchFebruary 7,28, 20242025 under Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."
As of December 31, 2024,2025, we had total liquidity of $116.7$211.2 million, consisting of $30.4$30.1 million of cash and cash equivalents and $86.3$181.1 million inof borrowing capacity under our Opco Credit Facility. In February 2026, we and Sisecam Wyoming's managing partner agreed to make an additional capital investment into Sisecam Wyoming ($39.2 million for NRP's 49%) to reduce outstanding amounts under Sisecam Wyoming’s bank credit facility and better position it to compete in the current environment. We have debt service obligations, including approximately $14$14.3 million of principal repayments on Opco’s senior notes in 2025.2026. As of December 31, 20242025 our leverage ratio was 0.6x.0.2x. The following table calculates our leverage ratio:
Cash flows provided by operating activities decreased $62.5$82.6 million, from $311.0 million during the year ended December 31, 2023 to $248.5 million during the year ended December 31, 20242024, to $165.9 million during the year ended December 31, 2025, primarily due to decreased cash flow within our Mineral Rights and Soda Ash segments, all discussed above.above, partially offset by lower cash paid for interest by our Corporate and Financing segment.
Cash flows provided by investing activities decreased $2.7 million, from $7.5 million during the year ended December 31, 2024, to $4.8 million during the year ended December 31, 2025, primarily related to proceeds received in connection with a coal property condemnation in the second quarter of 2024.
These decreases in cash flow used were partially offset by $121.2 million of lower cash provided by debt borrowings in 2025 as compared to the following:prior year period.
For discussion of our Cash Flows comparing 20232024 to 2022,2023, refer to our 20232024 Annual Report on Form 10-K filed MarchFebruary 7,28, 20242025 under Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."
Despite rising costs beginningduring inthe 2021years ended December 31, 2025, 2024 and continuing into 2024,2023, inflation did not have a material impact on operations forduring theany yearsof endedthese December 31, 2024, 2023 and 2022.years.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. The adoption of ASU 2023-07 with our 2024 Form 10-K did not have a material impact on our Consolidated Financial Statements. See "Item 8. Financial Statements and Supplementary Data—Note 7. Segment Information" for more information.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “First Six Months of 2026 and 2025 Compared”
New heading “Revenues and Other Income”
New heading “Coal Royalty Revenues”
New heading “Total Operating Expenses, Net”
New heading “Interest Expense, Net”
New heading “Adjusted EBITDA (Non-GAAP Financial Measure)”
New heading “Free Cash Flow ("FCF") (Non-GAAP Financial Measure)”
Removed heading “Distributable Cash Flow”
Removed heading “Total Other Revenues”
Largest changes
“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. …”see in full comparison
Full comparison: every changed paragraph (57)
The following review of operations for the three and six month periods ended MarchJune 31,30, 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.
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 ("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.
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 operatingreportable segments:
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 reportable segment.
Our financial results by segment for the threesix months ended MarchJune 31,30, 2026 are as follows:
We generated $33.0$74.0 million of operating cash flow and ($5.4$36.3 million) of free cash flow during the threesix months ended MarchJune 31,30, 2026, and ended the quarter with $185.4$217.0 million of liquidity consisting of $31.5$30.1 million of cash and cash equivalents and $153.9$186.9 million of available borrowing capacity under our Opco Credit Facility. As of MarchJune 31,30, 2026 our leverage ratio was 0.40.2 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. In May 2026, we paid a cash distribution of $0.75 per common unit of NRP with respect to the first quarter of 2026. 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 BusinessReportable Segment
Revenues and other income during the threesix months ended MarchJune 31,30, 2026 decreased $8.7$3.3 million, or 16%, as compared to the prior year period primarily due to lower metallurgical and thermal coal sales volumes3%, as compared to the prior year period. Cash provided by operating activities and free cash flow during the threesix months ended MarchJune 31,30, 2026 decreased by $1.4$2.4 million and $1.3$2.3 million, respectively, as compared to the prior year periodperiod. These decreases are primarily due to lower metallurgical and thermal coal sales volumes,volumes partiallyat offsetcertain by higher recoupments in the first quarter of 2025.properties.
Mineral Rights segment results continue to be affectedimpacted by weak global steel demand, low natural gas prices, and ample coal stockpiles at power plants.plants, and soft global steel demand.
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 BusinessReportable Segment
Revenues and other income during the threesix months ended MarchJune 31,30, 2026 decreased $12.4$19.9 million, or 270%,278%, as compared to the prior year period primarily due to lower sales prices in 2026.
Cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026 decreased $3.0$7.9 million as compared to the prior year period due primarily due to the $2.9$7.8 million in distributions received from Sisecam Wyoming in 2025 and no 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$47.1 million as compared to the prior year quarterperiod primarily due to ourthe $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026 in addition to the $2.9$7.8 million distributionin distributions received in the first quarter of 2025. Together with our managing partner, we made a capital investment intofrom 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.2025.
The global soda ash market remains weak with international soda ash prices below the cost of production for many producers due to the increased natural soda ash supply from China, along with sluggish demand for flat glass due to slowing commercial and residential construction globally. We do not expect to receive distributions from Sisecam Wyoming for several years until the soda ash market returns to equilibrium through increased demand and/or capacity rationalization.
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.
FirstSecond Quarter of 2026 and 2025 Compared
The following table includes our revenues and other income by operatingreportable segment:
The changes in revenues and other income are discussed for each of the operatingreportable segments below:
Approximately 65%70% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the three months ended MarchJune 31,30, 2026. Total coal royalty revenues decreasedincreased $5.9$3.3 million primarily due to lowerhigher metallurgical and thermal coal sales volumes and higher prices at certain properties during the three months ended MarchJune 31,30, 20262026, 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.
Total operating expenses, net increased $1.1$8.4 million primarily due to a $3.6$7.4 million increase in depreciation, depletion and amortization expense,expense partiallyin offsetaddition byto a $1.8$1.6 million decreaseincrease in generaloperating and administrativemaintenance expenses. The increase in depreciation, depletion and amortization expense was primarily due to revised engineering and increased depletion ratesrate onat certaina thermal properties.property. This property continues to hold significant economic tons and long-term mine life, and there has been no material change to our estimate of the segment's long-term earning power. The decreaseincrease in generaloperating and administrativemaintenance expenses was primarily due to lowerthe long-termchange incentivein expensethe current expected credit loss allowance as compareddiscussed in Note 14. Credit Losses in the Notes to theConsolidated priorFinancial year period.Statements.
Interest expense, net, decreased $1.7$1.3 million due to less debt outstanding during the three months ended MarchJune 31,30, 2026 as compared to the prior year quarter.
The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA by business segment:
Net income decreased $20.6$9.0 million during the three months ended June 30, 2026 as compared to the prior year quarter primarily due to the decrease in revenues and other income within our Soda Ash segment and increase in total operating expenses as discussed above,above. These decreases were partially offset by higher revenues and other income within our Mineral Rights segment in addition to lower interest expenseexpense, duringnet, theall threediscussed months ended March 31, 2026 as compared to the prior year quarter.above. Adjusted EBITDA decreased $9.2$0.5 million as compared to the prior year quarter primarily due to thea $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$5.0 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the three months ended MarchJune 31,30, 2026. This decrease was partially offset by a $3.9 million increase in Adjusted EBITDA within our Mineral Rights segment primarily driven by the increase in revenues and other income as discussed above.
Distributable Cash Flow ("DCF") and Free Cash Flow ("FCF") (Non-GAAP Financial MeasuresMeasure)
The following table presents the three major categories of the statement of cash flows by business segment:
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 cash flow, DCFflow and FCF each decreased $1.4$4.6 million, $40.8 million and $40.6 million, respectively, as compared to the prior year quarter.quarter Thedue discussionto bythe segment is as followsfollowing:
First Six Months of 2026 and 2025 Compared
Revenues and Other Income
The following table includes our revenues and other income by reportable segment:
The changes in revenues and other income are discussed for each of the reportable segments below:
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:
Coal Royalty Revenues
Approximately 65% of coal royalty revenues and approximately 45% of coal royalty sales volumes were derived from metallurgical coal during the six months ended June 30, 2026. Total coal royalty revenues decreased $2.7 million primarily due to lower metallurgical and thermal coal sales volumes at certain properties during the six months ended June 30, 2026 as compared to the prior year period.
Revenues and other income related to our Soda Ash segment decreased $19.9 million as compared to the prior year period primarily due to lower sales prices in 2026.
Total Operating Expenses, Net
The following table presents the significant categories of our consolidated operating expenses:
Total operating expenses, net increased $9.5 million primarily due to an $11.0 million increase in depreciation, depletion and amortization expense, partially offset by a $2.4 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 as discussed above. 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 $3.0 million due to less debt outstanding during the six months ended June 30, 2026 as compared to the prior year period.
Adjusted EBITDA (Non-GAAP Financial Measure)
The following table reconciles net income (loss) (the most comparable GAAP financial measure) to Adjusted EBITDA:
Net income during the six months ended June 30, 2026 decreased $29.7 million as compared to the prior year period primarily due to the decrease in total revenues and other income and increase in total operating expenses, partially offset by lower interest expense, all discussed above. Adjusted EBITDA decreased $9.7 million as compared to the prior year period primarily due to a $4.1 million decrease in Adjusted EBITDA within our Mineral Rights segment primarily driven by the decrease in revenues and other income as discussed above and a $7.9 million decrease in Adjusted EBITDA within our Soda Ash segment driven by no distribution received from Sisecam Wyoming during the six months ended June 30, 2026.
Free Cash Flow ("FCF") (Non-GAAP Financial Measure)
The following table presents the three major categories of the statement of cash flows:
The following table reconciles net cash provided by (used in) operating activities (the most comparable GAAP financial measure) to FCF:
Operating cash flow and FCF decreased $6.0 million and $45.1 million, respectively, as compared to the prior year period due to the following:
As of MarchJune 31,30, 2026, we had total liquidity of $185.4$217.0 million, consisting of $31.5$30.1 million of cash and cash equivalents and $153.9$186.9 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 MarchJune 31,30, 2026:
Cash flows provided by operating activities decreased $1.4$6.0 million, from $34.4$80.0 million induring the threesix months ended MarchJune 31,30, 2025 to $33.0$74.0 million induring the threesix months ended MarchJune 31,30, 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 interestinterest, byall ourdiscussed Corporate and Financing segment.above.
Cash flows used in investing activities increased $39.4$40.0 million, from $0.9$2.4 million provided by investing activities induring the threesix months ended MarchJune 31,30, 2025 to $38.4$37.6 million used byin investing activities during the threesix months ended MarchJune 31,30, 2026 primarily due to a $39.2 million capital investment made to Sisecam Wyoming in the first quarter of 2026.
Cash flows providedused byin financing activities increaseddecreased $41.7$46.1 million, from $34.9$82.5 million used by financing activities induring the threesix months ended MarchJune 31,30, 2025 to $6.8$36.4 million provided by financing activities induring the threesix months ended MarchJune 31,30, 2026 due to the following:
We had the following debt outstanding as of MarchJune 31,30, 2026 and December 31, 2025:
NRP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 336 shares, about $34.3K) and open-market sales in 1 filing (1 insider, 1 trade date, 2,200 shares, about $244.0K). Net open-market shares: -1,864 (purchases minus sales); net value about -$209.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-28 | Wooten Gregory F |
Open-market sale | 2,200 | $110.89 | $244.0K |
| 2026-05-26 | Craig Kevin J |
Open-market purchase | 336 | $102.18 | $34.3K |
Well-known investors holding NRP (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 18,869 | $1.8M | 0.0% | Added 114% |