SEC Company Response from NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Oct 22, 2013
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Oct. 22, 2013 · CIK: 0001171486 · Accession: 0001193125-13-406508
AI Filing Summary & Sentiment
File numbers found in text: 001-31465
Referenced dates: October 17, 2013
Letter
Office of Beverages, Apparel, and Mining Division of Corporation Finance United States Securities and Exchange Commission Filed February 28, 2013 Form 10-Q for the Quarter Ended June 30, 2013 Filed August 7, 2013 File No. 001-31465
Dear Ms. Jenkins:
Natural Resource Partners L.P. (the “Company”) is providing the following response to the comment letter dated October 17, 2013, from the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”). The comment letter requests information from the Company regarding our Form 10-Q for the Quarter Ended June 30, 2013 (the “Form 10-Q”). The response provided below corresponds to the Staff’s comment, which has been reproduced herein for ease of reference.
Staff Comment
Form 10-Q for the Quarter Ended June 30, 2013
Consolidated Statements of Comprehensive Income, page 5
1. We note you present “equity and other unconsolidated investment income, net” as a component of total revenue. Please tell us why you consider this item to be a component of revenue.
Response
Our investment in OCI Wyoming, LP is an equity interest in a mineral extraction company and is part of our core business operations, which are the generation of revenues from natural resources. In this case, we do not own the mineral reserves but are one of two owners of the mining operator. Accounting Standards Codification 323-10 is silent as to the location on the income statement of earnings from unconsolidated subsidiaries. It is the Company’s policy that such earnings and losses from nonconsolidated investments be included in income from operations when the earnings and/or losses are generated from natural resource related activities.
In order to provide clarity to investors, we intend to supplement our disclosure in future filings to better explain the Company’s policy for classification of investment income in our Significant Accounting Policies footnote as follows:
“The Partnership includes earnings and losses from nonconsolidated investments in Income from Operations when the earnings and losses are generated from natural resource related activities.”
* * * * *
In addition, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosures in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company’s filing; and (iii) the Company may not assert Staff comments as a defense in any proceedings initiated by the SEC or any person under the federal securities laws of the United States.
We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this response, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (713) 751-7514.
Sincerely,
Natural Resource Partners L.P.
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CORRESP 1 filename1.htm RESPONSE LETTER NATURAL RESOURCE PARTNERS L.P. 601 JEFFERSON STREET SUITE 3600 HOUSTON, TEXAS 77002 Dwight Dunlap Tel: (713) 751-7514 Chief Financial Officer & Treasurer Fax: (281) 657-8014 October 22, 2013 Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining Division of Corporation Finance United States Securities and Exchange Commission 101 F Street, N.E. Washington, D.C. 20549 Re: Natural Resource Partners L.P. Form 10-K for the Year Ended December 31, 2012 Filed February 28, 2013 Form 10-Q for the Quarter Ended June 30, 2013 Filed August 7, 2013 File No. 001-31465 Dear Ms. Jenkins: Natural Resource Partners L.P. (the “Company”) is providing the following response to the comment letter dated October 17, 2013, from the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”). The comment letter requests information from the Company regarding our Form 10-Q for the Quarter Ended June 30, 2013 (the “Form 10-Q”). The response provided below corresponds to the Staff’s comment, which has been reproduced herein for ease of reference. Staff Comment Form 10-Q for the Quarter Ended June 30, 2013 Consolidated Statements of Comprehensive Income, page 5 1. We note you present “equity and other unconsolidated investment income, net” as a component of total revenue. Please tell us why you consider this item to be a component of revenue. Response Our investment in OCI Wyoming, LP is an equity interest in a mineral extraction company and is part of our core business operations, which are the generation of revenues from natural resources. In this case, we do not own the mineral reserves but are one of two owners of the mining operator. Accounting Standards Codification 323-10 is silent as to the location on the income statement of earnings from unconsolidated subsidiaries. It is the Company’s policy that such earnings and losses from nonconsolidated investments be included in income from operations when the earnings and/or losses are generated from natural resource related activities. In order to provide clarity to investors, we intend to supplement our disclosure in future filings to better explain the Company’s policy for classification of investment income in our Significant Accounting Policies footnote as follows: “The Partnership includes earnings and losses from nonconsolidated investments in Income from Operations when the earnings and losses are generated from natural resource related activities.” * * * * * In addition, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosures in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company’s filing; and (iii) the Company may not assert Staff comments as a defense in any proceedings initiated by the SEC or any person under the federal securities laws of the United States. We respectfully request an opportunity to discuss this response letter further with the Staff if, following a review of this response, the Staff does not concur with our views. If you have further questions or comments, or if you require additional information, please do not hesitate to contact the undersigned by telephone at (713) 751-7514. Sincerely, Natural Resource Partners L.P. By: NRP (GP) LP, its general partner By: GP Natural Resource Partners LLC, its general partner By: /s/ Dwight L. Dunlap Dwight L. Dunlap Chief Financial Officer and Treasurer cc: James Giugliano (SEC) Rufus Decker (SEC) 2