Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Emerge Energy Services LP | a10qa15630-q2xex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Emerge Energy Services LP | a10qa15630-q2xex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-35912
EMERGE ENERGY SERVICES LP
(Exact name of registrant as specified in its charter)
Delaware | 90-0832937 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
180 State Street, Suite 225, Southlake, Texas 76092 | (817) 865-5830 | |
(Address of principal executive offices) | (Registrant’s telephone number, including area code) | |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange On Which Registered | |
Common Units Representing Limited Partner Interests | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large-Accelerated Filer x | Accelerated Filer o | |
Non-Accelerated Filer o | Smaller Reporting Company o | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes ý No
As of July 29, 2015, 24,119,972 common units were outstanding.
EXPLANATORY NOTE
The Registrant has prepared this Amendment No. 1 (“Amendment”) on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the three months ended June 30, 2015 (the “Original Form 10-Q”) which was originally filed on August 6, 2015. The Registrant is filing this Amendment in response to a comment letter received from the Securities and Exchange Commission (the “SEC”). This Amendment is being filed solely to (i) amend Item 4. Controls and Procedures to disclose any change in internal controls over financial reporting that occurred during the last fiscal quarter as required under Item 308(c) of Regulation S-K and (ii) revise the certifications on Exhibits 31.1 and 31.2 to include additional language in paragraph 4 as required by Item 601(b)(31) of Regulation S-K. Accordingly, the Registrant hereby amends and replaces in its entirety Item 4 in the Original Form 10-Q and amends Item 6 in the Original Form 10-Q to reflect the filing of the new certifications.
Except as described above, the Registrant has not modified or updated disclosures made in the Original Form 10-Q in this Amendment. Accordingly, this Amendment does not reflect events occurring after the filing of the Registrant's Original Form 10-Q or modify or update any disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Registrant’s other filings with the SEC.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.
In connection with the preparation of this Quarterly Report, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as required by Rule 13a-15(b) of the Exchange Act), as of June 30, 2015. In making this evaluation, our management considered the matters relating to the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. Based on this evaluation, and because we are continuing to remediate the material weakness regarding information technology and Sand segment activity controls as described below, the Chief Executive Officer and Chief Financial Officer of our general partner concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) were not effective as of June 30, 2015.
Remediation of previously reported material weaknesses
Information Technology Controls
We are in the process of remediating information technology general control deficiencies that contributed to our material weakness in information technology control activities. Management is currently evaluating the effectiveness of remediation efforts implemented during the second quarter of 2015; and in connection with those efforts, management has:
• | added, and continues to add, competent information technology support personnel as outlined in the headcount and competency gap analysis performed by management shortly after issuing the 2014 10-K; |
• | provided training for new and existing information technology personnel to improve competencies and understanding of information technology policies, monitoring activities, and controls established by management and the board of directors of our general partner; and |
• | removed, and continues to remove, system access rights that result in segregation of duty conflicts that are not mitigated with manual compensating controls or processes. |
Sand Segment Control Activities
We are in the process of remediating Sand segment accounting control deficiencies that contributed to our material weakness in Sand segment control activities. Management is currently evaluating the effectiveness of remediation efforts implemented during the second quarter of 2015; and in connection with those efforts, management has:
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• | added, and continues to add, competent accounting and finance personnel as outlined in the headcount and competency gap analysis performed by management shortly after issuing the 2014 10-K; |
• | provided training for new and existing Sand segment accounting and finance personnel to improve competencies and understanding in regards to the Sand segment’s procurement, general and railcar lease accounting, and capital expenditures policies, controls, and documentation requirements established by management and the board of directors of our general partner; |
• | implemented and continue to implement, additional controls related to the Sand segment’s procurement, general and railcar lease accounting, and capital expenditures processes; and |
• | implemented compensating manual controls and processes related to the remaining system access conflicts for Sand segment accounting and finance personnel. |
Other Remediation Activities
In addition to the above actions, management has engaged outside resources with expertise in internal controls to assist in the remediation of both material weaknesses.
Changes in Internal Control Over Financial Reporting
There were no other changes in our internal control over financial reporting identified in management’s evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended June 30, 2015 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 6. EXHIBITS
Exhibit Number | Description | |
31.1* | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 16, 2015
EMERGE ENERGY SERVICES LP | |||
By: | EMERGE ENERGY SERVICES GP LLC, its general partner | ||
By: | /s/ Rick Shearer | ||
Rick Shearer | |||
President and Chief Executive Officer | |||
(Principal Executive Officer) | |||
By: | /s/ Joseph C. Tusa, Jr. | ||
Joseph C. Tusa, Jr. | |||
Chief Financial Officer | |||
(Principal Financial Officer) | |||
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INDEX TO EXHIBITS
Exhibit Number | Description | |
31.1* | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
* Filed herewith.
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