SEC Comment Letter 0000000000-24-004872 to NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP)
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: April 30, 2024 · CIK: 0001171486 · Accession: 0000000000-24-004872
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File numbers found in text: 001-31465
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United States securities and exchange commission logo
April 30, 2024
Chris Zolas
Chief Financial Officer
Natural Resource Partners LP
1415 Louisiana Street, Suite 3325
Houston, Texas 77002
Re:Natural Resource Partners LP
Form 10-K for the Fiscal Year ended December 31, 2023
Filed March 7, 2024
File No. 001-31465
Dear Chris Zolas:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2023
Business and Properties, page 10
1.We note that you own a 49% non-controlling equity interest in Sisecam Wyoming LLC,
the operations of which include a trona mine and soda ash refinery, and that the activity
and account balances reported for this interest appear to be material to your business.
On page 3 you explain that you have not provided certain disclosures regarding mineral
property interests because you are "a royalty company" and do not have access to the
information that would be necessary to support such disclosures. However, given that
your accounting policy for the interest in Sisecam Wyoming LLC is predicated on having
significant influence, and considering that it appears to be an indirect economic interest in
the mining property, rather than a royalty, streaming, or similar right, the individual
property disclosures prescribed by Item 1304 of Regulation S-K may be required.
Please submit the revisions that you propose to address this concern. For example, it
appears that you should include (i) a map showing the location of the property, being
accurate to within one mile and using an easily recognizable coordinate system, (ii)
FirstName LastNameChris Zolas
Comapany NameNatural Resource Partners LP
April 30, 2024 Page 2
FirstName LastName
Chris Zolas
Natural Resource Partners LP
April 30, 2024
Page 2
the mineral resources and reserves that are attributable to your interest, and (iii) other
associated details. Please refer to subparagraphs (a)(1)(i), (b)(1)(i), (d), (e) and (f) of Item
1304 of Regulation S-K for additional guidance.
Please also obtain and file a technical report summary as an exhibit to your annual report
to support the disclosures as required by Item 1302(b) of Regulation S-K. Please ensure
that the qualified persons involved in preparing the technical report summary include all
of the information required by Item 601(b)(96) of Regulation S-K.
2.We note that you present equity in the earnings of Sisecam Wyoming LLC as revenue in
your segment disclosures on page 61 and in your recent earnings release.
Please revise disclosures that present or reference the net earnings associated with your
interest, including any future disclosures made when reporting earnings, as necessary to
include an appropriate line caption and narratives that differentiate the measure from
revenue and clearly conveys the manner of its compilation.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have
questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Phil Warman