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) |
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