UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35719
Southcross Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE | | 45-5045230 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1700 Pacific Avenue, Suite 2900 Dallas, TX | | 75201 |
(Address of principal executive offices) | | (Zip Code) |
(214) 979-3700
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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. Yes o No x
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
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 o | | Accelerated filer o |
| | |
Non-accelerated filer x | | Smaller reporting company o |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of units outstanding of the issuer’s classes of common units, subordinated units and General Partner units, as of the latest practicable date:
Class | | As of January 10, 2013 |
| Common Units | | 12,213,713 | |
| Subordinated Units | | 12,213,713 | |
| General Partner Units | | 498,518 | |
Explanatory Note
We are filing this Amendment No. 1 on Form 10-Q/A to Southcross Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on December 14, 2012, for the sole purpose of furnishing Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes for the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”).
No other changes have been made to the Form 10-Q. This Amendment does not reflect events that have occurred after the December 14, 2012 filing date of the Form 10-Q, or modify or update the disclosures presented therein, except to reflect the amendment described above.
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Item 6. Exhibits
Exhibit | | |
Number | | Description |
| | |
3.1 | | Certificate of Limited Partnership of Southcross Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File No. 333-180841)). * |
3.2 | | First Amended and Restated Agreement of Limited Partnership of Southcross Energy Partners, L.P., dated as of November 7, 2012 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated November 7, 2012). * |
3.3 | | Certificate of Formation of Southcross Energy Partners GP, LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (Commission File No. 333-180841)). * |
3.4 | | Amended and Restated Limited Liability Company Agreement of Southcross Energy Partners GP, LLC, dated as of November 7, 2012 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K dated November 7, 2012). * |
31.1 | | Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
31.2 | | Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
32.1 | | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
101.INS | | XBRL Instance Document ** |
101.SCH | | XBRL Taxonomy Extension Schema ** |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase ** |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase ** |
101.LAB | | XBRL Taxonomy Extension Label Linkbase ** |
101.PRE | | XBRL Extension Presentation Linkbase ** |
* Previously filed.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements 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.
| SOUTHCROSS ENERGY PARTNERS, L.P. |
| |
| By: Southcross Energy Partners GP, LLC, its general partner |
| |
| |
Date: January 10, 2013 | By: | /s/ J. Michael Anderson |
| | J. Michael Anderson |
| | Senior Vice President and Chief Financial Officer |
| | Principal Financial Officer |
| | |
Date: January 10, 2013 | By: | /s/ David M. Mueller |
| | David M. Mueller |
| | Senior Vice President and Chief Accounting Officer |
| | Principal Accounting Officer |
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EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| | |
3.1 | | Certificate of Limited Partnership of Southcross Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File No. 333-180841)). * |
3.2 | | First Amended and Restated Agreement of Limited Partnership of Southcross Energy Partners, L.P., dated as of November 7, 2012 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated November 7, 2012). * |
3.3 | | Certificate of Formation of Southcross Energy Partners GP, LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (Commission File No. 333-180841)). * |
3.4 | | Amended and Restated Limited Liability Company Agreement of Southcross Energy Partners GP, LLC, dated as of November 7, 2012 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K dated November 7, 2012). * |
31.1 | | Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
31.2 | | Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
32.1 | | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
101.INS | | XBRL Instance Document ** |
101.SCH | | XBRL Taxonomy Extension Schema ** |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase ** |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase ** |
101.LAB | | XBRL Taxonomy Extension Label Linkbase ** |
101.PRE | | XBRL Extension Presentation Linkbase ** |
* Previously filed.
** Furnished herewith.
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