##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-31465
 NATURAL RESOURCE PARTNERS L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    35-2164875
(I.R.S. Employer
Identification No.)
 601 Jefferson Street, Suite 3600
Houston, Texas 77002
(Address of principal executive offices)
(Zip Code)
 (713) 751-7507
(Registrants telephone number, including area code)
 þ o
  þ Large Accelerated Filer
               o Non-accelerated Filer (Do not check if a smaller reporting company)
    

o Accelerated Filero Smaller Reporting Company
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    4Consolidated Statements of Income For the Three Months Ended March 31, 2008
and 2007
    
    
    5Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2008
and 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of OperationsExecutive Overview
    
    
    13Results of Operations
    
    
    16Liquidity and Capital Resources
    
    
    18Related Party Transactions
    
    
    20Environmental
    
    
    20ITEM 3. Quantitative And Qualitative Disclosures About Market Risk
    
    
    21ITEM 4. Controls And Procedures
    
    
    21PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    22ITEM 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 3. Defaults Upon Senior Securities
    
    
    22ITEM 4. Submission Of Matters to a Vote of Security Holders
    
    
    22ITEM 5. Other Information
    
    
    22ITEM 6. Exhibits
    
    
    23Signatures
    
    
    24Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350
  2




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Forward-Looking Statements
     3




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Part I. Financial Information
 
 Item 1. Financial Statements
 NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    54,320
    
    
    $
    58,341Restricted cash
    
    
    6,240
    
    
    
    6,240Accounts receivable, net of allowance for doubtful accounts
    
    
    30,785
    
    
    
    27,643Accounts receivable  affiliate
    
    
    1,582
    
    
    
    1,005Other
    
    
    786
    
    
    
    1,009Total current assets
    
    
    93,713
    
    
    
    94,238Land
    
    
    24,343
    
    
    
    24,343Plant and equipment, net
    
    
    63,163
    
    
    
    61,441Coal and other mineral rights, net
    
    
    1,016,655
    
    
    
    1,030,088Intangible assets, net
    
    
    105,674
    
    
    
    106,222Loan financing costs, net
    
    
    2,993
    
    
    
    3,098Other assets, net
    
    
    563
    
    
    
    601Total assets
    
    $
    1,307,104
    
    
    $
    1,320,031LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    2,316
    
    
    $
    2,567Accounts payable  affiliate
    
    
    104
    
    
    
    104Current portion of long-term debt
    
    
    17,234
    
    
    
    17,234Accrued incentive plan expenses  current portion
    
    
    3,542
    
    
    
    3,993Property, franchise and other taxes payable
    
    
    3,953
    
    
    
    6,415Accrued interest
    
    
    3,356
    
    
    
    6,276Total current liabilities
    
    
    30,505
    
    
    
    36,589Deferred revenue
    
    
    38,699
    
    
    
    36,286Asset retirement obligations
    
    
    39
    
    
    
    39Accrued incentive plan expenses
    
    
    3,772
    
    
    
    6,469Long-term debt
    
    
    495,864
    
    
    
    496,057Partners capital:Common units
    
    
    725,494
    
    
    
    731,113General partners interest
    
    
    13,417
    
    
    
    14,177Accumulated other comprehensive loss
    
    
    (686
    )
    
    
    (699
    )Total partners capital
    
    
    738,225
    
    
    
    744,591Total liabilities and partners capital
    
    $
    1,307,104
    
    
    $
    1,320,031
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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per unit data)
 Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)Revenues:Coal royalties
    
    $
    49,152
    
    
    $
    40,973Aggregate royalties
    
    
    3,362
    
    
    
    1,745Coal processing fees
    
    
    1,897
    
    
    
    918Transportation fees
    
    
    1,649
    
    
    
    461Oil and gas royalties
    
    
    1,445
    
    
    
    1,258Property taxes
    
    
    2,392
    
    
    
    2,228Minimums recognized as revenue
    
    
    307
    
    
    
    454Override royalties
    
    
    2,499
    
    
    
    1,018Other
    
    
    1,352
    
    
    
    1,152Total revenues
    
    
    64,055
    
    
    
    50,207Operating costs and expenses:Depreciation, depletion and amortization
    
    
    15,059
    
    
    
    11,752General and administrative
    
    
    4,149
    
    
    
    6,634Property, franchise and other taxes
    
    
    3,649
    
    
    
    3,101Transportation costs
    
    
    121
    
    
    
    43Coal royalty and override payments
    
    
    309
    
    
    
    286Total operating costs and expenses
    
    
    23,287
    
    
    
    21,816Income from operations
    
    
    40,768
    
    
    
    28,391Other income
(expense)Interest expense
    
    
    (7,360
    )
    
    
    (7,327
    )Interest income
    
    
    444
    
    
    
    817Net income
    
    $
    33,852
    
    
    $
    21,881Net income attributable to:General partner
    
    $
    5,215
    
    
    $
    2,819Other holders of incentive distribution rights
    
    $
    2,784
    
    
    $
    1,283Limited partners
    
    $
    25,853
    
    
    $
    17,779Basic and diluted net income per limited partner unit
    
    $
    0.40
    
    
    $
    0.28Weighted average number of units outstanding
    
    
    64,891
    
    
    
    63,295
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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)Cash flows from operating activities:Net income
    
    $
    33,852
    
    
    $
    21,881Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation, depletion and amortization
    
    
    15,059
    
    
    
    11,752Non-cash interest charge
    
    
    118
    
    
    
    94Change in operating assets and liabilities:Accounts receivable
    
    
    (3,719
    )
    
    
    (4,072
    )Other assets
    
    
    261
    
    
    
    221Accounts payable and accrued liabilities
    
    
    (251
    )
    
    
    198Accrued interest
    
    
    (2,920
    )
    
    
    (434
    )Deferred revenue
    
    
    2,413
    
    
    
    3,901Accrued incentive plan expenses
    
    
    (3,148
    )
    
    
    (3,195
    )Property, franchise and other taxes payable
    
    
    (2,462
    )
    
    
    397Net cash provided by operating activities
    
    
    39,203
    
    
    
    30,743Cash flows from investing activities:Acquisition of land, coal and other mineral rights
    
    
    
    
    
    
    (13,972
    )Acquisition or construction of plant and equipment
    
    
    (2,800
    )
    
    
    Current payable assumed in a business combination
    
    
    
    
    
    
    1,154Cash placed in restricted accounts
    
    
    
    
    
    
    (6,242
    )Net cash used in investing activities
    
    
    (2,800
    )
    
    
    (19,060
    )Cash flows from financing activities:Proceeds from loans
    
    
    
    
    
    
    237,000Deferred financing costs
    
    
    
    
    
    
    (1,107
    )Repayment of loans
    
    
    (193
    )
    
    
    (226,192
    )Distributions to partners
    
    
    (40,231
    )
    
    
    (34,126
    )Contribution by general partner
    
    
    
    
    
    
    2,315Net cash used in financing activities
    
    
    (40,424
    )
    
    
    (22,110
    )Net decrease in cash and cash equivalents
    
    
    (4,021
    )
    
    
    (10,427
    )Cash and cash equivalents at beginning of period
    
    
    58,341
    
    
    
    66,044Cash and cash equivalents at end of period
    
    $
    54,320
    
    
    $
    55,617Supplemental cash flow information:Cash paid during the period for interest
    
    $
    10,158
    
    
    $
    7,648Non-cash investing activities:Equity issued in business combinations
    
    $
    
    
    
    $
    343,622Liability assumed in business combination
    
    
    
    
    
    
    1,950
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NATURAL RESOURCE PARTNERS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Organization
      2. Recent Accounting Pronouncements
    Earnings per Share
 7




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. Plant and Equipment
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)(Unaudited)Construction in process
    
    $
    14,039
    
    
    $
    11,238Plant and equipment at cost
    
    
    54,758
    
    
    
    54,758Accumulated depreciation
    
    
    (5,634
    )
    
    
    (4,555
    )Net book value
    
    $
    63,163
    
    
    $
    61,441
 Three months endedMarch 31,2008
    
    
    2007(In thousands)(Unaudited)Total depreciation expense on plant and equipment
    
    $
    1,079
    
    
    $
    936
 4. Coal and Other Mineral Rights
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)(Unaudited)Coal and other mineral rights
    
    $
    1,247,814
    
    
    $
    1,247,814Less accumulated depletion and amortization
    
    
    (231,159
    )
    
    
    (217,726
    )Net book value
    
    $
    1,016,655
    
    
    $
    1,030,088
 Three months endedMarch 31,2008
    
    
    2007(In thousands)(Unaudited)Total depletion and amortization expense on coal and other mineral interests
    
    $
    13,433
    
    
    $
    10,523
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5. Intangible Assets
  March 31, 2008
    
    
    December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)
    
    
    (In thousands)(Unaudited)Finite-lived
intangible assetsAbove market transportation contracts
    
    $
    82,276
    
    
    $
    1,474
    
    
    $
    82,276
    
    
    $
    1,045Above market coal leases
    
    
    25,281
    
    
    
    409
    
    
    
    25,281
    
    
    
    290$
    107,577
    
    
    $
    1,883
    
    
    $
    107,557
    
    
    $
    1,335
  Estimated amortization expense (In thousands)For remainder of year ended December 31, 2008
    
    $
    4,094For year ended December 31, 2009
    
    
    4,810For year ended December 31, 2010
    
    
    5,862For year ended December 31, 2011
    
    
    5,862For year ended December 31, 2012
    
    
    5,862For year ended December 31, 2013
    
    
    5,862
 6. Long-Term Debt
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)(Unaudited)$300 million floating rate revolving credit facility, due March 2012
    
    $
    48,000
    
    
    $
    48,0005.55% senior notes, with semi-annual interest payments in June and
December, maturing June 2013
    
    
    35,000
    
    
    
    35,0004.91% senior notes, with semi-annual interest payments in June and
December, with annual principal payments in June, maturing in June
2018
    
    
    55,800
    
    
    
    55,8005.05% senior notes, with semi-annual interest payments in January
and July, with scheduled principal payments beginning July 2008,
maturing in July 2020
    
    
    100,000
    
    
    
    100,0005.31% utility local improvement obligation, with annual principal
and interest payments, maturing in March 2021
    
    
    2,498
    
    
    
    2,6915.55% senior notes, with semi-annual interest payments in June and
December, with annual principal payments in June, maturing in June
2023
    
    
    46,800
    
    
    
    46,8005.82% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2010,
maturing in March 2024
    
    
    225,000
    
    
    
    225,000Total debt
    
    
    513,098
    
    
    
    513,291Less  current portion of long term debt
    
    
    (17,234
    )
    
    
    (17,234
    )Long-term debt
    
    $
    495,864
    
    
    $
    496,057
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7. Net Income Per Unit Attributable to Limited Partners
  8. Related Party Transactions
 Reimbursements to Affiliates of its General Partner
   Transactions with Cline Affiliates
   Quintana Energy Partners, L.P.
   10




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9. Commitments and Contingencies
 Legal
  Environmental Compliance
  10. Major Lessee
  Three Months EndedMarch 31,2008
    
    2007Revenues
    
    Percent
    
    Revenues
    
    PercentDollars in thousands(Unaudited)Lessee A
    
    
    7,198
    
    
    
    11
    %
    
    
    5,739
    
    
    
    11
    %
 11. Incentive Plans
   11




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Outstanding grants at the beginning of the period
    
    
    507,466Grants during the period
    
    
    171,328Grants vested and paid during the period
    
    
    (105,230
    )Forfeitures during the period
    
    
    Outstanding grants at the end of the period
    
    
    573,564
   12. Distributions
  13. Subsequent Events
  12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion of the financial condition and results of operations should be read
in conjunction with the historical financial statements and notes thereto included elsewhere in
this filing and the financial statements and footnotes included in the Natural Resource Partners
L.P. Form 10-K , as filed on February 28, 2007.
 
 Executive Overview
 Our Business
     Current Results
     13




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Distributable Cash Flow
   Reconciliation of GAAP Net cash provided by operating activities  to Non-GAAP Distributable cash flow  (In thousands)
 For the Quarter EndedMarch 31,2008
    
    
    2007(Unaudited)Net cash provided by operating activities
    
    $
    39,203
    
    
    $
    30,743Less scheduled principal payments
    
    
    (193
    )
    
    
    (193
    )Less reserves for future principal payments
    
    
    (4,308
    )
    
    
    (2,400
    )Add reserves used for scheduled principal payments
    
    
    193
    
    
    
    193Distributable cash flow
    
    $
    34,895
    
    
    $
    28,343
 Acquisitions
  Licking River Preparation Plant
 Massey Energy
 National Resources
 Cheyenne Resources
 Mid-Vol Coal Preparation Plant
 14




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Mettiki
 Westmoreland.
 Dingess-Rum
 Cline
 15




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Results of Operations
 Three Months Ended
    
    
    Increase
    
    
    PercentageMarch 31,
    
    
    (Decrease)
    
    
    Change2008
    
    
    2007(In thousands, except percent and per ton data)(Unaudited)Coal:Coal royalty revenuesAppalachiaNorthern
    
    $
    3,503
    
    
    $
    2,771
    
    
    $
    732
    
    
    
    26
    %Central
    
    
    34,297
    
    
    
    30,246
    
    
    
    4,051
    
    
    
    13
    %Southern
    
    
    5,498
    
    
    
    4,039
    
    
    
    1,459
    
    
    
    36
    %Total Appalachia
    
    
    43,298
    
    
    
    37,056
    
    
    
    6,242
    
    
    
    17
    %Illinois Basin
    
    
    2,633
    
    
    
    1,114
    
    
    
    1,519
    
    
    
    136
    %Northern Powder River Basin
    
    
    3,221
    
    
    
    2,803
    
    
    
    418
    
    
    
    15
    %Total
    
    $
    49,152
    
    
    $
    40,973
    
    
    $
    8,179
    
    
    
    20
    %Production (tons)AppalachiaNorthern
    
    
    1,337
    
    
    
    1,334
    
    
    
    3
    
    
    
    <1
    %Central
    
    
    8,942
    
    
    
    9,240
    
    
    
    (298
    )
    
    
    (3
    %)Southern
    
    
    1,294
    
    
    
    1,033
    
    
    
    261
    
    
    
    25
    %Total Appalachia
    
    
    11,573
    
    
    
    11,607
    
    
    
    (34
    )
    
    
    (<1
    %)Illinois Basin
    
    
    1,165
    
    
    
    502
    
    
    
    663
    
    
    
    132
    %Northern Powder River Basin
    
    
    1,731
    
    
    
    1,401
    
    
    
    330
    
    
    
    24
    %Total
    
    
    14,469
    
    
    
    13,510
    
    
    
    959
    
    
    
    7
    %Average gross royalty per tonAppalachiaNorthern
    
    $
    2.62
    
    
    $
    2.08
    
    
    $
    0.54
    
    
    
    26
    %Central
    
    
    3.84
    
    
    
    3.27
    
    
    
    0.57
    
    
    
    17
    %Southern
    
    
    4.25
    
    
    
    3.91
    
    
    
    0.34
    
    
    
    9
    %Total Appalachia
    
    
    3.74
    
    
    
    3.19
    
    
    
    0.55
    
    
    
    17
    %Illinois Basin
    
    
    2.26
    
    
    
    2.22
    
    
    
    0.04
    
    
    
    2
    %Northern Powder River Basin
    
    
    1.86
    
    
    
    2.00
    
    
    
    (0.14
    )
    
    
    (7
    %)Combined average gross
royalty per ton
    
    
    3.40
    
    
    
    3.03
    
    
    
    0.37
    
    
    
    12
    %Aggregates:Royalty revenue
    
    $
    1,418
    
    
    $
    1,581
    
    
    $
    (163
    )
    
    
    (10
    %)Aggregate royalty bonus
    
    $
    1,944
    
    
    $
    164
    
    
    $
    1,780
    
    
    
    1085
    %Production
    
    
    1,154
    
    
    
    1,341
    
    
    
    (187
    )
    
    
    (14
    %)Average base royalty per ton
    
    $
    1.23
    
    
    $
    1.18
    
    
    $
    0.05
    
    
    
    4
    %
 Coal Royalty Revenues and Production
 Appalachia.
  16




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Illinois Basin
 Northern Powder River Basin
 Aggregates Royalty Revenues, Reserves and Production
 Other Operating Results
 Coal Transportation and Processing Revenues
  Oil and Gas Royalties
 Override revenues.
 Other revenues. ,
 Operating costs and expenses.
 
    
    Depreciation, depletion and amortization of $15.1 million and $11.8 million for the
quarters ended March 31, 2008 and 2007, respectively. While depreciation is approximately
the same for both years, depletion fluctuates based on the depletion rates where coal is
mined. The new properties that we acquired in 2007 and at the end of 2006 are being
depleted at much higher rates than our older properties, resulting in the significant
increases.
    
    General and administrative expenses of $4.1 million and $6.6 million for the quarters
ended March 31, 2008 and 2007,
 17




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respectively. The decrease in general and administrative expenses is primarily attributable
to decreases in our unit price, which reduces our accruals under our long-term incentive plan.
 
    
    Property, franchise and other taxes of $3.6 million for the first quarter of 2008
compared to $3.1 million for the same period of 2007. The significant increase in 2008 was
primarily due to increases in West Virginia taxes on additional properties we have acquired.
A substantial portion of our property taxes is reimbursed to us by our lessees and is
reflected as property tax revenue on our statement of income.
 Interest Expense.
 
 Liquidity and Capital Resources
 Cash Flows and Capital Expenditures
     Long-Term Debt
  
    
    $48.0 million of our $300 million floating rate revolving credit facility, due March
2012;
    
    $35 million of 5.55% senior notes due 2013;
    
    $55.8 million of 4.91% senior notes due 2018;
    
    $100 million of 5.05% senior notes due 2020;
    
    $2.5 million of 5.31% utility local improvement obligation due 2021;
    
    $46.8 million of 5.55% senior notes due 2023; and
    
    $225 million of 5.82% senior notes due 2024.
 18




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Credit Facility.
  
    
    the higher of the federal funds rate plus an applicable margin ranging from 0% to 0.50%
or the prime rate as announced by the agent bank; or
    
    at a rate equal to LIBOR plus an applicable margin ranging from 0.45% to 1.50%.
   
    
    a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the credit
agreement) of 3.75 to 1.0 for the four most recent quarters; provided however, if during one
of those quarters we have made an acquisition, then the ratio shall not exceed 4.0 to 1.0
for the quarter in which the acquisition occurred and (1) if the acquisition is in the first
half of the quarter, the next two quarters or (2) if the acquisition is in the second half
of the quarter, the next three quarters; and
    
    a ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated
interest expense and consolidated lease operating expense) of 4.0 to 1.0 for the four most
recent quarters.
 Senior Notes.
  
    
    not permit debt secured by certain liens and debt of subsidiaries to exceed 10% of
consolidated net tangible assets (as defined in the note purchase agreement); and
    
    maintain the ratio of consolidated EBITDA to consolidated fixed charges (consisting of
consolidated interest expense and consolidated operating lease expense) at not less than 3.5
to 1.0.
 Shelf Registration Statement
  Off-Balance Sheet Transactions
  19




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Related Party Transactions
 Reimbursements to Affiliates of our General Partner
   Transactions with Cline Affiliates
   Quintana Energy Partners, L.P.
    
 Environmental
  20




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Price Risk
  Interest Rate Risk
  
 Item 4. Controls and Procedures
   21




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Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  22




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Item 6. Exhibits
 4.1
    
    
    
    Amendment No. 1 to Third Amended and Restated Agreement of Limited
Partnership of Natural Resource Partners L.P., dated April 7, 2008
(incorporated by reference to Exhibit 4.1 to the Current Reports on
Form 8-K filed on April 8, 2008).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.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 23




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##### Table of Contents



SIGNATURES
  NATURAL RESOURCE PARTNERS L.P.By: NRP (GP) LP, its general partnerBy: GP NATURAL RESOURCEPARTNERS LLC, its general partner
  By:
    /s/ Corbin J. Robertson, Jr.Corbin J. Robertson, Jr.,Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)  By:
    /s/ Dwight L. DunlapDwight L. Dunlap,Chief Financial Officer and
Treasurer
(Principal Financial Officer)  By:
    /s/ Kenneth HudsonKenneth HudsonController
(Principal Accounting Officer) 24