SEC Comment Letter for ALLIANCE RESOURCE PARTNERS LP (ARLP) (CIK 0001086600) (ARLP) — Jan 13, 2016
ALLIANCE RESOURCE PARTNERS LP (ARLP) (CIK 0001086600)
Date: Jan. 13, 2016 · CIK: 0001086600 · Accession: 0000000000-16-061256
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 January 13 , 2016 Via E -mail Mr. Brian L. Cantrell Senior Vice President and Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue Suite 400 Tulsa, O K 74119
Re: Alliance Resource Partners, L.P. Form 10-K for the Year Ended December 31, 2014 Filed February 27, 2015 Response Dated January 7, 2016 File No. 0-26823
Dear Mr. Cantrell :
We hav e reviewed your January 7, 2016 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we no te otherwise, our references to our prior comments a re to comments in our December 22 , 2015 letter.
Form 10 -K for the Year Ended December 31, 2014
Consolidated Financial Statements Note 1. Organization and Presentation Organization, page 79
1. Your resp onse to comment 1 indicates that Notes 7 and 9 provide the disclosures regarding restrictions on the Intermediate Partnership’s and Alliance Coal’s assets and liabilities required by ASC 810 -10-50-2AA. Please tell us in greater detail the nature a nd significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP and explain to us where your
Mr. Brian L. Cantrell Alliance Resource Partners, L.P. January 13, 2016 Page 2
current disclosures address these restrictions. In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs. If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not a lso constitute a form of restriction on the assets of these VIEs as it relates to ARLP. Please revise the notes to your financial statements in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIE s to make distributions to ARLP. Please also refer to Rule 4 -08(e) of Regulation S -X. Please provide us your proposed disclosures.
2. Your response to comment 1 indicates your VIE disclosures will be provided in several different footnotes. If so, please cross reference these VIE disclosures pursuant to ASC 810-10-50-2AC.
3. In addressing the disclosure requirements of ASC 810 -10-50-2AA(a), please also disclose your conclusion from your December 3, 2015 response that MGP has the power to direct the activities of the Intermediate Partnership and Alliance Coal, but MGP does not have the obligation to absorb losses of these VIEs or the right to receive benefits from these VIEs that could potentially be significant.
4. Please tell us in detail how the disc losures you intend to provide address each of the matters outlined in ASC 810 -10-50-3 and ASC 810 -50-5A. Please revise the notes to your financial statements in future filings, as necessary. If you do not believe certain of these disclosures are applicab le or are provided elsewhere in your financial statements, please explain the basis for your conclusions. Also, please provide us your proposed disclosures.
You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker, Accounting Branch Chief , at (202) 551-3769 with any questions regarding comments on your financial statements and related disclosures .
Sincerely,
/s/Tia L. Jenkins
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Mail Stop 3561 January 13 , 2016 Via E -mail Mr. Brian L. Cantrell Senior Vice President and Chief Financial Officer Alliance Resource Partners, L.P. 1717 South Boulder Avenue Suite 400 Tulsa, O K 74119 Re: Alliance Resource Partners, L.P. Form 10-K for the Year Ended December 31, 2014 Filed February 27, 2015 Response Dated January 7, 2016 File No. 0-26823 Dear Mr. Cantrell : We hav e reviewed your January 7, 2016 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we no te otherwise, our references to our prior comments a re to comments in our December 22 , 2015 letter. Form 10 -K for the Year Ended December 31, 2014 Consolidated Financial Statements Note 1. Organization and Presentation Organization, page 79 1. Your resp onse to comment 1 indicates that Notes 7 and 9 provide the disclosures regarding restrictions on the Intermediate Partnership’s and Alliance Coal’s assets and liabilities required by ASC 810 -10-50-2AA. Please tell us in greater detail the nature a nd significant terms of the restrictions imposed on the Intermediate Partnership’s and Alliance Coal’s ability to make distributions to ARLP and explain to us where your Mr. Brian L. Cantrell Alliance Resource Partners, L.P. January 13, 2016 Page 2 current disclosures address these restrictions. In doing so, please also tell us what distributions can be made to ARLP from these VIEs without the consent of MGP, the managing general partner of the registrant and both VIEs. If MGP, rather than ARLP, has the power to direct the activities of both VIEs, please tell us why this would not a lso constitute a form of restriction on the assets of these VIEs as it relates to ARLP. Please revise the notes to your financial statements in future filings, as necessary, to explain in further detail the restrictions imposed on the ability of these VIE s to make distributions to ARLP. Please also refer to Rule 4 -08(e) of Regulation S -X. Please provide us your proposed disclosures. 2. Your response to comment 1 indicates your VIE disclosures will be provided in several different footnotes. If so, please cross reference these VIE disclosures pursuant to ASC 810-10-50-2AC. 3. In addressing the disclosure requirements of ASC 810 -10-50-2AA(a), please also disclose your conclusion from your December 3, 2015 response that MGP has the power to direct the activities of the Intermediate Partnership and Alliance Coal, but MGP does not have the obligation to absorb losses of these VIEs or the right to receive benefits from these VIEs that could potentially be significant. 4. Please tell us in detail how the disc losures you intend to provide address each of the matters outlined in ASC 810 -10-50-3 and ASC 810 -50-5A. Please revise the notes to your financial statements in future filings, as necessary. If you do not believe certain of these disclosures are applicab le or are provided elsewhere in your financial statements, please explain the basis for your conclusions. Also, please provide us your proposed disclosures. You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker, Accounting Branch Chief , at (202) 551-3769 with any questions regarding comments on your financial statements and related disclosures . Sincerely, /s/Tia L. Jenkins Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining