SEC Comment Letter for CROSSTEX ENERGY LP (CIK 0001179060) — May 9, 2005
CROSSTEX ENERGY LP (CIK 0001179060)
Date: May 9, 2005 · CIK: 0001179060 · Accession: 0000000000-05-022622
AI Filing Summary & Sentiment
File numbers found in text: 000-50067
Letter
May 9, 2005 via facsimile and U.S. mail Mr. William W. Davis Executive Vice President and Chief Financial Officer Crosstex Energy, L.P. 2501 Cedar Springs Dallas, Texas 75201
Re: Crosstex Energy, L.P. Form 10-K, Filed March 15, 2005 File No. 000-50067
Dear Mr. Davis:
We have reviewed the above filing and have the following accounting comments. Our review has been limited to the matters specifically addressed in this letter. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
10-K for the fiscal year ended December 31, 2004
Management`s Discussion and Analysis, page 18
Total Contractual Cash Obligations, page 28
1. Please explain why your table of Total Contractual Obligations does not include any physical or financial contract purchase commitments for natural gas.
Controls and Procedures, page 35
2. We note your disclosure that your Chief Executive Officer and Chief Financial Officer concluded that your disclosure controls and procedures were effective as of December 31, 2004, to provide reasonable assurance that the information required to be disclosed in your reports to or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission`s rules on forms. Revise to clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rule 13a-15(e) or 15d-15(e) for the definition of disclosure controls and procedures.
Financial Statements, page F-5
Consolidated Balance Sheets, page F-5
3. Clarify for us the origin of your Accrued revenues receivable and Accrued gas purchases liability account balances.
Note 2 - Significant Accounting Policies, page F-10
(h) Commodity Risk Management, page F-13
4. Please expand your disclosure to comply fully with the disclosure requirements of SFAS 133, paragraphs 44 and 45, including specifically:
* For derivative financial instruments not designated as hedges, a description of the purpose of the derivative activities.
* For both fair value hedges and cash flow hedges, the net gain or loss recognized in earnings representing the hedges` ineffectiveness and the component of the derivative instruments` gain or loss, if any, excluded from the assessment of hedge effectiveness, and a description of where the net gain or loss is reported in the Consolidated Statements of Operations.
* For all derivative financial instruments not designated as hedges, the net gain or loss amounts recognized in earnings for each reporting period and where such amounts are reported in the Consolidated Statements of Operations.
* For cash flow hedges, the estimated net amount of the existing gains or losses at the reporting date that is expected to be reclassified into earnings within the next 12 months.
Further guidance may be found in Section K.2 of the "Current Accounting and Disclosure Issues in the Division of Corporation Finance" on our website at http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P656_106359 .
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of amendment(s) to expedite our review. Please furnish a cover letter with your amendment(s) that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment(s) and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing(s) reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to the company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing(s);
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing(s); and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing(s) or in response to our comments on your filing(s).
You may contact Lily Dang at (202) 824-5581 or Jenifer Gallagher at (202) 942-1923 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 942-1870 with any other questions. Direct all correspondence to the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 9, 2005
via facsimile and U.S. mail
Mr. William W. Davis
Executive Vice President and Chief Financial Officer
Crosstex Energy, L.P.
2501 Cedar Springs
Dallas, Texas 75201
Re: Crosstex Energy, L.P.
Form 10-K, Filed March 15, 2005
File No. 000-50067
Dear Mr. Davis:
We have reviewed the above filing and have the following
accounting comments. Our review has been limited to the matters
specifically addressed in this letter. Where indicated, we think
you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
10-K for the fiscal year ended December 31, 2004
Management`s Discussion and Analysis, page 18
Total Contractual Cash Obligations, page 28
1. Please explain why your table of Total Contractual Obligations
does not include any physical or financial contract purchase
commitments for natural gas.
Controls and Procedures, page 35
2. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that your disclosure controls
and
procedures were effective as of December 31, 2004, to provide
reasonable assurance that the information required to be disclosed
in
your reports to or submitted under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the
time
periods specified in the Securities and Exchange Commission`s
rules
on forms. Revise to clarify, if true, that your officers concluded
that your disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e) or
15d-15(e) for the definition of disclosure controls and
procedures.
Financial Statements, page F-5
Consolidated Balance Sheets, page F-5
3. Clarify for us the origin of your Accrued revenues receivable
and
Accrued gas purchases liability account balances.
Note 2 - Significant Accounting Policies, page F-10
(h) Commodity Risk Management, page F-13
4. Please expand your disclosure to comply fully with the
disclosure
requirements of SFAS 133, paragraphs 44 and 45, including
specifically:
* For derivative financial instruments not designated as hedges, a
description of the purpose of the derivative activities.
* For both fair value hedges and cash flow hedges, the net gain or
loss recognized in earnings representing the hedges`
ineffectiveness
and the component of the derivative instruments` gain or loss, if
any, excluded from the assessment of hedge effectiveness, and a
description of where the net gain or loss is reported in the
Consolidated Statements of Operations.
* For all derivative financial instruments not designated as
hedges,
the net gain or loss amounts recognized in earnings for each
reporting period and where such amounts are reported in the
Consolidated Statements of Operations.
* For cash flow hedges, the estimated net amount of the existing
gains or losses at the reporting date that is expected to be
reclassified into earnings within the next 12 months.
Further guidance may be found in Section K.2 of the "Current
Accounting and Disclosure Issues in the Division of Corporation
Finance" on our website at
http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P656_106359
.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
amendment(s) to expedite our review. Please furnish a cover
letter
with your amendment(s) that keys your responses to our comments
and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment(s) and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision. Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made. In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing(s); and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).
You may contact Lily Dang at (202) 824-5581 or Jenifer
Gallagher at (202) 942-1923 if you have questions regarding
comments
on the financial statements and related matters. Please contact
me
at (202) 942-1870 with any other questions. Direct all
correspondence to the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
??
??
??
??
Crosstex Energy, L.P.
May 9, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>