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8-K/A - FORM 8-K AMENDMENT - NATURAL RESOURCE PARTNERS LPd517587d8ka.htm
EX-23.1 - EX-23.1 - NATURAL RESOURCE PARTNERS LPd517587dex231.htm
EX-99.1 - EX-99.1 - NATURAL RESOURCE PARTNERS LPd517587dex991.htm

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Statements

On January 23, 2013, NRP Trona LLC (“NRP Trona”), a Delaware limited liability company and a wholly owned subsidiary of NRP (Operating) LLC (“NRP Operating” and with NRP Trona the “NRP Parties”), a Delaware limited liability company and a wholly owned subsidiary of Natural Resource Partners L.P. (the “Partnership”), completed the acquisition of (i) certain general partner interests in OCI Wyoming L.P. and (ii) 20% of the common shares and all of the preferred shares of OCI Wyoming Co. pursuant to a Purchase Agreement (the “Trona Purchase Agreement”) by and among Anadarko Holding Company and Big Island Trona Company (the “Sellers”) and the NRP Parties. OCI Wyoming L. P.’s operations consist of the mining of trona ore, which, when processed, becomes soda ash. All soda ash processed is sold through its sales agent to various domestic and European customers and to American Natural Soda Ash Corporation for export. All mining and processing activities take place in one facility located in Green River, Wyoming. OCI Wyoming Co.’s only significant asset is its ownership interest in OCI Wyoming L.P.

The following unaudited pro forma condensed consolidated financial statements have been prepared to give pro forma effect to the completed acquisition, which was accounted for as a purchase of an equity investment, as if the acquisition, the related issuances of the Partnership’s common units and term loan had occurred on the dates indicated. Article 11-02 does not require the presentation of an unaudited pro forma condensed consolidated statement of cash flows. However, as the Partnership considers cash flow as a significant performance metric, pro forma cash flows prepared on the same basis as the pro forma statement of comprehensive income are also included herein.

The unaudited pro forma condensed consolidated financial statements include a balance sheet as of December 31, 2012 and statements of comprehensive income and cash flows for the year then ended. The unaudited pro forma condensed consolidated balance sheet was derived from the historical audited consolidated balance sheet of the Partnership as of December 31, 2012. The unaudited pro forma condensed consolidated statements of comprehensive income and pro forma condensed consolidated statements of cash flows were derived from the historical audited consolidated financial statements for the year ended December 31, 2012.

The unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition and related transactions as if they had occurred on December 31, 2012. The unaudited pro forma condensed consolidated statement of comprehensive income and the pro forma condensed consolidated statement of cash flows for the year ended December 31, 2012 gives effect to the acquisition and related transactions as if they had occurred on January 1, 2012.

The unaudited pro forma condensed consolidated financial statements and the accompanying unaudited pro forma notes, should be read in conjunction with the Partnership’s historical financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report on Form 10-K for the year ended December 31, 2012 and the audited combined financial statements of OCI Wyoming L.P. and OCI Wyoming Co. as of and for the year ended December 31, 2012, included as Exhibit 99.1 to this Current Report on Form 8-K/A.

The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments described in the accompanying unaudited pro forma notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes and are not indicative of what the financial position might have been or what results of operations might have been achieved had the acquisition and related transactions occurred as of the dates indicated or the financial position or results of operations that might be achieved for any future periods.


NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2012

 

     Unaudited  
(Amounts in 000’s)    As of December 31, 2012  
     As Reported      Adjustments     Pro Forma  
ASSETS        

Cash

   $ 149,424       $ (292,500 A    $ 133,455   
        200,000  B   
        75,000  C   
        1,531  D   

Other current assets

     46,771           46,771   
  

 

 

    

 

 

   

 

 

 

Total Current Assets

     196,195         (15,969     180,226   

Equity method investment in OCI Wyoming

     —            292,500  A      292,500   

Property and equipment

     56,741           56,741   

Mineral rights

     1,380,428           1,380,428   

Intangible assets

     70,811           70,811   

Other assets

     60,497           60,497   
  

 

 

    

 

 

   

 

 

 

Total assets

   $ 1,764,672       $ 276,531      $ 2,041,203   
  

 

 

    

 

 

   

 

 

 
LIABILITIES AND PARTNERS’ CAPITAL        

Current liabilities

   $ 117,815       $ —         $ 117,815   

Long term debt

     897,039         200,000  B      1,097,039   

Other liabilities

     132,371           132,371   

Partners’ capital

     617,447         75,000  C      693,978   
        1,531  D   
  

 

 

    

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 1,764,672       $ 276,531      $ 2,041,203   
  

 

 

    

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

 

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NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2012

 

     Unaudited  
(Amounts in 000’s, except per unit data)    Year Ended December 31, 2012  
     As Reported     Adjustments     Pro Forma  

Revenues

   $ 379,147      $ —         $ 379,147   

Operating expenses

     111,982          111,982   
  

 

 

     

 

 

 

Income from operations

     267,165          267,165   

Equity method earnings of OCI Wyoming

       56,018  E      53,116   

Amortization of value adjustments

       (2,902 F   

Other income

     162          162   

Interest expense

     (53,972     (5,200 B      (59,172
  

 

 

   

 

 

   

 

 

 

Net income

   $ 213,355      $ 47,916      $ 261,271   
  

 

 

   

 

 

   

 

 

 

Net income attributable to:

      

General partner

   $ 4,267        $ 5,225   
  

 

 

     

 

 

 

Limited partners

   $ 209,088        $ 256,046   
  

 

 

     

 

 

 

Basic and diluted net income per limited partner unit

   $ 1.97        $ 2.33   
  

 

 

     

 

 

 

Weighted average number of units outstanding

     106,028        3,800  C      109,828   
  

 

 

     

 

 

 

Comprehensive income

   $ 213,405        $ 261,321   
  

 

 

     

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

 

     Unaudited  
(Amounts in 000’s)    Year Ended December 31, 2012  
     As Reported     Adjustments     Pro Forma  

OPERATING CASH FLOWS

      

Net income

   $ 213,355      $ 47,916      $ 261,271   

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

     58,053          58,053   

Equity method earnings of OCI Wyoming

       (56,018 E      (56,018

Distributions received from OCI Wyoming

       34,974  E      34,974   

Proforma depreciation on value adjustment

       2,902  F      2,902   
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     271,408        29,774        301,182   
  

 

 

   

 

 

   

 

 

 

INVESTING CASH FLOWS

      

Acquisition of productive assets

     (239,543       (239,543

Other investing cash flows

     26,810          26,810   
  

 

 

     

 

 

 

Net cash used in investing activities

     (212,733       (212,733
  

 

 

     

 

 

 

FINANCING CASH FLOWS

      

Proceeds from debt, net

     117,200          117,200   

Distributions

     (240,814     (8,360 G      (249,174

Other financing cash flows

     (559       (559
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (124,173     (8,360     (132,533
  

 

 

   

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (65,498     21,414        (44,084

Cash and cash equivalents at beginning of period

     214,922          214,922   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 149,424      $ 21,414      $ 170,838   
  

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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Natural Resource Partners L.P.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated statements of comprehensive income and cash flows of the Partnership for the year ended December 31, 2012 gives effect to the acquisition by the NRP Parties of the equity interests in OCI Wyoming L.P. and OCI Wyoming Co. (collectively referred to herein as “OCI”) and the related issuances of common units and the term loan as if they had been completed on January 1, 2012. The unaudited pro forma condensed consolidated balance sheet of the Partnership as of December 31, 2012, gives effect to the acquisition of the equity interests in OCI and the related transactions as though such transactions occurred at the close of business on December 31, 2012.

The unaudited pro forma condensed consolidated financial statements were derived by adjusting the Partnership’s historical financial statements for the acquisition of OCI. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not indicative of the Partnership’s financial position or results of operations had the transaction been consummated on the dates indicated or financial position or results of operations for any future period or date.

The unaudited pro forma condensed consolidated financial statements and accompanying notes to those pro forma statements should be read in conjunction with the Partnership’s historical financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012, and the audited combined financial statements of OCI Wyoming L.P. and OCI Wyoming Co. as of and for the year ended December 31, 2012, included as Exhibit 99.1 to this Current Report on Form 8-K.

Note 2. Purchase Price Allocation

The unaudited pro forma condensed consolidated financial statements reflect a preliminary purchase price of $292.5 million, consisting of operating cash of $16.0 million, the proceeds of a $200 million term loan and the proceeds from the issuance of 3.8 million common units together with a $1.5 million equity contribution by NRP (GP) LP, the general partner of the Partnership. The Trona Purchase Agreement also contains an earn-out provision that would require NRP Trona to pay the Sellers up to $50 million, on a net present value basis, over a three-year period if OCI Wyoming L.P. achieves specific revenue targets during that period. As the acquisition price exceeded the proportional book value of the assets acquired at closing, estimates of contingent consideration related to the transaction have not been included herein. Contingent consideration will be recorded when paid and reflected as an adjustment of fair values recorded or to the amount initially recorded as goodwill.

In the accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2012, the total purchase price is allocated to the tangible and identifiable intangible assets and the liabilities of OCI based on their estimated fair values as of the date of the acquisition in accordance with the acquisition method of accounting. The Partnership has engaged professional appraisers to determine the fair value of the land, mine and plant and equipment acquired and a valuation specialist to assist in identifying and valuing the non capital assets or liabilities of OCI at date of acquisition, including identifiable intangible assets, if any. Included in preliminary fair value adjustments, based on certain initial estimates, is an increase in the fair value of property, plant and equipment of $39.8 million. Under the equity method of accounting, this amount is not reflected individually in the accompanying unaudited pro forma condensed financial statements but is used to determine periodic charges to amounts reflected as income earned from the equity investment. Preliminarily the excess of the purchase price over the estimated fair value of the adjusted value of the equity interests acquired (goodwill) is $100.5 million. The valuation of acquired assets and liabilities is preliminary and subject to adjustment, which may be material.

 

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Natural Resource Partners L.P.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

Note 2. Purchase Price Allocation (continued)

 

The following summarizes the preliminary allocation of the purchase price for purposes of these unaudited pro forma condensed consolidated financial statements:

 

Book value of equity interests acquired:

  

Cumulative preferred stock

   $ 19,270   

Partner’s capital

     132,941   
  

 

 

 

Book Value December 31, 2012

     152,211   
  

 

 

 

Estimated excess of fair value over book value of Property, Plant and Equipment

     39,785   

Goodwill

     100,504   
  

 

 

 

Total purchase price

   $ 292,500   
  

 

 

 

Note 3. Pro Forma Adjustments

The pro forma adjustments made herein are based upon management’s preliminary estimates of the value of the tangible and intangible assets acquired. These estimates are subject to finalization. Final allocation may differ materially from the estimates reflected in these pro forma condensed consolidated financial statements.

A – Record the purchase: Reflects the cash consideration paid at closing for the equity interests. Incidental costs related to the transaction will be capitalized as additional cost of the investment but such costs are estimated to not be material to the pro forma presentation.

B – Record issuance of Term Loan: Reflects the cash received from the issuance of a 3-year, $200 million unsecured term loan agreement and interest computed at the initial interest rate of 2.6%. The term loan agreement has covenants and other terms that are substantially identical to those in NRP Operating’s existing $300 million revolving credit facility.

C – Record the issuance of common units: Reflects the cash received with respect to the common units issued in a private placement of common units representing limited partner interests in the Partnership. The Partnership sold approximately 3.8 million common units in the private placement at a purchase price of $19.8173 per common unit, resulting in $75 million in proceeds to the Partnership.

D – Record the contribution of equity by General Partner: Reflects equity contribution of NRP (GP) LP to maintain its 2% interest in the Partnership.

 

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Natural Resource Partners L.P.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

Note 3. Pro Forma Adjustments (continued)

 

E – Record income received, net of estimated amortization: The Partnership acquired 100% of the equity interests of Anadarko Holding Company and Big Island Trona Company, Anadarko’s wholly-owned subsidiary, in OCI Wyoming L.P. and OCI Wyoming Co. Therefore, the amounts reflected as income and cash flow related to the equity investment is the income allocated to the Sellers and the cash flow received by the Sellers for the year ended December 31, 2012, with adjustments as presented below:

 

Partner’s allocated net income

   $ 50,360   

Dividends on preferred and common stock

     5,658   
  

 

 

 

Total income

     56,018   

Pro forma depreciation on adjustment of Property, Plant and Equipment values

     (2,902
  

 

 

 

Income equity investment, net

   $ 53,116   
  

 

 

 

Total income

   $ 56,018   

Undistributed income of OCI Wyoming

     21,044   
  

 

 

 

Total cash flow

   $ 34,974   
  

 

 

 

F – Record amortization on adjustments to value: The pro forma adjustments reflect depreciation of the purchase price allocation to Property, Plant and Equipment of $2.9 million based on preliminary fair value estimates of $258.8 million which results in an excess over book values of $81.7 million of which Partnership’s interest is approximately $39.8 million. The preliminary estimate of the weighted average remaining useful life of these assets is approximately 14 years.

G – Record distribution on newly issued common units: The adjustment reflects distributions paid per common unit for the year ended December 31, 2012, of $2.20, which, on a pro forma basis, would increase the total distributions paid by $8.36 million.

 

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