SEC Company Response from NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486) (NRP) — Oct 29, 2013
NATURAL RESOURCE PARTNERS LP (NRP) (CIK 0001171486)
Date: Oct. 29, 2013 · CIK: 0001171486 · Accession: 0001193125-13-415339
AI Filing Summary & Sentiment
File numbers found in text: 001-31465
Referenced dates: October 22, 2013, October 24, 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 24, 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 comment letter requests additional information in response to the Company’s letter to the Staff dated October 22, 2013, which letter responded to the Staff’s original comment letter to the Company dated October 17, 2013. The response provided below corresponds to the Staff’s comment in the October 24, 2013 letter, 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 your response to our prior comment 1 appears to address your basis for classification of “equity and other unconsolidated investment income, net” as operating versus non-operating. Please note that our comment was focused on why “equity and other unconsolidated investment income, net” is a component of revenue versus an operating gain excluded from total revenue. Please tell us why you consider this item to be a component of revenue.
Response
We note in our prior response letter dated October 22, 2013 that we did not fully answer the question about the classification as revenue of our earnings from our nonconsolidated investment as we indicated that our policy is to classify such earnings as a part of income from operations. We should have stated that our policy is to classify such earnings as a part of revenues. In our future filings, we will supplement our disclosure in our Significant Accounting Policies footnote as follows:
“The Partnership includes earnings and losses from nonconsolidated investments in revenue when the earnings and losses are generated from natural resource related activities.”
Rule 5-03 of Regulation S-X is very broad in its definition of revenue and provides flexibility in the presentation of equity earnings where justified by the circumstances. We believe that the investment we made in these mineral interests through OCI Wyoming is part of our core business and most appropriately presented within revenues, as the Company’s operations are consistent with our directly owned revenue-generating activities. We do not believe the structure of that investment as a partnership substantially differentiates it from the Company’s other activities. We believe this treatment is similar to many others in the extractive and construction industries as well.
* * * * *
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 CORRESP 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 29, 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 24, 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 comment letter requests additional information in response to the Company’s letter to the Staff dated October 22, 2013, which letter responded to the Staff’s original comment letter to the Company dated October 17, 2013. The response provided below corresponds to the Staff’s comment in the October 24, 2013 letter, 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 your response to our prior comment 1 appears to address your basis for classification of “equity and other unconsolidated investment income, net” as operating versus non-operating. Please note that our comment was focused on why “equity and other unconsolidated investment income, net” is a component of revenue versus an operating gain excluded from total revenue. Please tell us why you consider this item to be a component of revenue. Response We note in our prior response letter dated October 22, 2013 that we did not fully answer the question about the classification as revenue of our earnings from our nonconsolidated investment as we indicated that our policy is to classify such earnings as a part of income from operations. We should have stated that our policy is to classify such earnings as a part of revenues. In our future filings, we will supplement our disclosure in our Significant Accounting Policies footnote as follows: “The Partnership includes earnings and losses from nonconsolidated investments in revenue when the earnings and losses are generated from natural resource related activities.” Rule 5-03 of Regulation S-X is very broad in its definition of revenue and provides flexibility in the presentation of equity earnings where justified by the circumstances. We believe that the investment we made in these mineral interests through OCI Wyoming is part of our core business and most appropriately presented within revenues, as the Company’s operations are consistent with our directly owned revenue-generating activities. We do not believe the structure of that investment as a partnership substantially differentiates it from the Company’s other activities. We believe this treatment is similar to many others in the extractive and construction industries as well. * * * * * 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