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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 25, 2002
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NATURAL RESOURCE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 001-31465 35-2164875
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
601 JEFFERSON, SUITE 3600
HOUSTON, TEXAS 77002
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (713) 751-7507
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ITEM 9. REGULATION FD DISCLOSURE.
Set forth below is a press release of Natural Resource Partners L.P., that was
originally released on November 25, 2002 and was corrected on November 26, 2002.
The release relates to the company's announcement of pro forma third quarter
results and guidance for the fourth quarter of 2002.
CORRECTION -- NATURAL RESOURCE PARTNERS L.P. TUESDAY NOVEMBER 26, 3:26 PM ET
In the news release, Natural Resource Partners (NYSE: NRP) Announces Pro Forma
Third Quarter Results, issued yesterday, Nov. 25, by Natural Resource Partners
L.P. over PR Newswire, we are advised by the company that in the table NATURAL
RESOURCE PARTNERS L.P. PRO FORMA STATEMENT OF REVENUES AND DIRECT COSTS AND
EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002, under the Pro Forma
Combined and Pro Forma as Adjusted columns the figure for Other should read
"1,777" rather than "2,111" as originally issued inadvertently. Complete,
correct release follows:
NATURAL RESOURCE PARTNERS ANNOUNCES PRO FORMA THIRD QUARTER RESULTS
HOUSTON, Nov. 25 /PRNewswire-FirstCall/ -- Natural Resource Partners L.P. (NYSE:
NRP) announced today pro forma third quarter revenues of $14.3 million and
excess of revenues over direct costs and expenses of $7.3 million. Pro forma
nine month revenues were $39.7 million with excess revenues over direct costs
and expenses of $21.0 million.
Pro Forma Third Quarter
Pro forma coal royalty revenue increased 17% to $12.8 million for the third
quarter 2002 from $10.9 million for the third quarter 2001. The revenue increase
was attributable to a 6.5% increase in the average royalty revenue per ton to
$1.64 and an 11% increase in production to 7.8 million tons for the same period.
The production increase was primarily due to the opening of a new mine, a long
wall mine moving onto the property and general increases in production at other
mines.
Pro Forma Year to Date Results
For the nine months ended September 30, 2002, coal royalty revenues increased
15% to $35.6 million and production increased 6.7% to 21.6 million tons. The
production increase is primarily due to two long wall mines moving onto
properties in West Virginia. The increase in coal royalty revenue was due to the
increased production and a 7.1% increase in the average royalty revenue to $1.65
per ton.
Natural Resource Partners L.P. is a newly formed master limited partnership. The
partnership was formed from the contribution of properties from four separate
entities. The properties were contributed by Western Pocahontas Properties
Limited Partnership, Great Northern Properties Limited Partnership, New Gauley
Coal Corporation and Arch Coal, Inc. (NYSE: ACI). The partnership completed its
initial public offering in October and has shown the pro forma numbers included
in this release in an effort to provide a more meaningful presentation of what
the partnership results of operations would have been had it been in existence
during the periods shown. This is not intended to represent a comprehensive set
of statements as certain costs and expenses such as general and administrative
expenses are not shown.
Fourth Quarter 2002 Guidance
The partnership is issuing guidance for the fourth quarter 2002 as follows:
Production: (millions of tons)
Appalachia 5.7 - 5.9
Illinois Basin .5 - .6
Northern Powder River Basin 1.1 - 1.2
Total Partnership 7.3 - 7.7
Average Revenue per ton: ($ per ton)
Appalachia 1.77 - 1.80
Illinois Basin 1.23 - 1.26
Northern Powder River Basin 1.03 - 1.06
Total Partnership 1.62 - 1.64
Revenues: ($ millions)
Royalty Revenues 11.8 - 12.6
Minimums Recognized .1 - .2
Property Taxes .2 - .3
Other Revenues 1.2 - 1.3
Total Revenues 13.3 - 14.4
Direct Costs and Expenses: ($ millions)
Depreciation, Depletion and Amortization Expense 4.8 - 6.2
General and Administrative Expenses 1.1 - 1.2
Taxes Other than Income .2 - .3
Other Expenses .2 - .3
Commitment Fees .1 - .1
Distributions
Natural Resource Partners intends to pay its first quarterly distribution to
unitholders for the fourth quarter of 2002 in February 2003. This distribution
will be pro-rated to cover the period from the date of completion of the
partnership's initial public offering on October 17, 2002 through December 31,
2002.
Natural Resource Partners L.P. is headquartered in Houston, TX, with its
operations headquarters in Huntington, WV. NRP is principally engaged in the
business of owning and managing coal properties in the three major coal
producing regions of the United States: Appalachia, the Illinois Basin and the
Powder River Basin.
For additional information, please contact Kathy Hager at 713-751-7555 or
khager@nrplp.com . Further information about NRP is available on the
partnership's website at http://www.nrplp.com.
This press release may include "forward-looking statements" as defined by the
Securities and Exchange Commission. Such statements are those concerning the
fourth quarter guidance and the distributions. All statements, other than
statements of historical facts, included in this press release that address
activities, events or developments that the partnership expects, believes or
anticipates will or may occur in the future are forward-looking statements.
These statements are based on certain assumptions made by the partnership based
on its experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of the partnership.
These risks include, but are not limited to, decreases in demand for coal;
changes in operating conditions and costs; production cuts by our lessees;
commodity prices; unanticipated geologic problems;
changes in the legislative or regulatory environment and other factors detailed
in Natural Resource Partners' Securities and Exchange Commission filings.
-Financials Follow-
The financial statements that follow were compiled by combining the operations
of Western Pocahontas Properties Limited Partnership, Great Northern Properties
Limited Partnership, New Gauley Coal Corporation and the Arch Coal Contributed
Properties and then making pro forma adjustments. Adjustments were made for the
properties retained by certain of the entities. Offering adjustments relate to
the additional depletion due to the step-up in basis for the Arch Coal
Contributed properties.
NATURAL RESOURCE PARTNERS L.P.
SELECTED PRO FORMA RESULTS OF OPERATIONS
Three Months Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
(Unaudited) (Unaudited)
Coal Royalties (in thousands)
Western Pocahontas
Properties $ 5,907 $ 4,246 $ 16,220 $ 11,192
Great Northern 1,928 1,833 5,370 5,052
New Gauley 398 376 1,336 1,152
Arch Coal Contributed
Properties 4,971 4,471 13,851 13,802
Total Combined 13,204 10,926 36,777 31,198
Adjustments for Properties
Retained (373) (1) (1,156) (131)
Pro forma Natural Resource
Partners $ 12,831 $ 10,925 $ 35,621 $ 31,067
Production (in thousands of tons)
Western Pocahontas
Properties 3,280 2,731 9,008 7,653
Great Northern 1,832 1,437 5,422 4,782
New Gauley 134 180 445 552
Arch Coal Contributed
Properties 2,961 2,747 8,278 8,493
Total Combined 8,207 7,095 23,153 21,480
Adjustments for Properties
Retained (377) (9) (1,586) (1,263)
Pro forma Natural Resource
Partners 7,830 7,086 21,567 20,217
Average Royalty Revenue ($ per ton)
Pro forma Natural Resource
Partners $ 1.64 $ 1.54 $ 1.65 $ 1.54
NATURAL RESOURCE PARTNERS L.P.
PRO FORMA STATEMENT OF REVENUES AND DIRECT COSTS AND EXPENSES
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
(In Thousands)
Historical
Arch Coal
Western Great New Gauley Contributed
Pocahontas Northern Coal Properties
Revenues
Coal royalties $5,907 $1,928 $ 398 $4,971
Timber royalties 1,002 6 --- ---
Gain on sale of
property 7 --- --- ---
Lease and easement income 106 86 --- ---
Property taxes 548 30 20 268
Other 277 --- --- 369
Total revenues 7,847 2,050 418 5,608
Direct cost and expenses
Taxes other than income 610 24 27 268
Depreciation, depletion
and amortization 1,324 662 48 1,634
Other expenses --- --- --- 101
Total direct costs and
expenses 1,934 686 75 2,003
Excess of revenues over
direct costs and
expenses $5,913 $1,364 $ 343 $3,605
Adjustments
for
Properties Pro Forma Offering Pro Forma
Retained Combined Adjustments as Adjusted
Revenues
Coal royalties $ (373) $12,831 --- $12,831
Timber royalties (1,008) --- --- ---
Gain on sale of
property (7) --- --- ---
Lease and easement
income (137) 55 --- 55
Property taxes --- 866 --- 866
Other (132) 514 --- 514
Total revenues (1,657) 14,266 --- 14,266
Direct cost and expenses
Taxes other than income (63) 866 --- 866
Depreciation,
depletion and
amortization (184) 3,484 2,502 5,986
Other expenses --- 101 --- 101
Total direct costs
and expenses (247) 4,451 2,502 6,953
Excess of revenues over
direct costs and
expenses $(1,410) $ 9,815 $(2,502) $ 7,313
NATURAL RESOURCE PARTNERS L.P.
PRO FORMA STATEMENT OF REVENUES AND DIRECT COSTS AND EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
(In Thousands)
Historical
Arch Coal
Western Great New Gauley Contributed
Pocahontas Northern Coal Properties
Revenues
Coal royalties $16,220 $ 5,370 $ 1,336 $13,851
Timber royalties 2,620 51 --- ---
Gain on sale of
property 92 --- --- ---
Lease and easement
income 318 468 2 ---
Property taxes 1,186 61 20 806
Other 810 --- 50 1,294
Total revenues 21,246 5,950 1,408 15,951
Direct cost and expenses
Taxes other than
income 1,392 68 38 806
Depreciation, depletion
and amortization 3,337 1,865 127 4,603
Other expenses --- --- --- 512
Total direct costs and
expenses 4,729 1,933 165 5,921
Excess of revenues over
direct costs and
expenses $16,517 $ 4,017 $ 1,243 $10,030
Adjustments
for
Properties Pro Forma Offering Pro Forma
Retained Combined Adjustments as Adjusted
Revenues
Coal royalties $(1,156) $35,621 --- $35,621
Timber royalties (2,671) --- --- ---
Gain on sale of
property (92) --- --- ---
Lease and easement
income (585) 203 --- 203
Property taxes --- 2,073 --- 2,073
Other (377) 1,777 --- 1,777
Total revenues (4,881) 39,674 --- 39,674
Direct cost and expenses
Taxes other than income (231) 2,073 --- 2,073
Depreciation, depletion
and amortization (423) 9,509 6,575 16,084
Other expenses --- 512 --- 512
Total direct costs and
expenses (654) 12,094 6,575 18,669
Excess of revenues over
direct costs and
expenses $(4,227) $27,580 $(6,575) $21,005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NATURAL RESOURCE PARTNERS L.P.
(Registrant)
By: NRP (GP) LP
its General Partner
By: GP Natural Resource Partners LLC
its General Partner
/s/ CHARLES H. KERR
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Charles H. Kerr
Secretary
Dated: November 26, 2002