UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-34815
_________________________
Westmoreland Resource Partners, LP
(Exact name of registrant as specified in its charter)
____________________________________________________
Delaware
77-0695453
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
9540 South Maroon Circle, Suite 300 Englewood, CO
80112
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (855) 922-6463
 _________________________________________
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 ☒ 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).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
x
(Do not check if a smaller reporting company.)
Smaller reporting company
o
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2017, 1,284,840 common units representing limited partner interests in our Partnership (the “common units”) were outstanding. The common units trade on the New York Stock Exchange under the ticker symbol “WMLP.”





EXPLANATORY NOTE

Westmoreland Resource Partners, LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2017, which was originally filed on May 15, 2017 (the “Original Filing”), solely to: (a) update the information in Part II - Item 4 - Controls and Procedures to include the information required by Item 307 of Regulation S-K, which was inadvertently omitted from the Original Filing; and (b) update Part II - Item 6 - Exhibits to reflect the exhibits filed with this Amendment. As required by Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended, the Partnership’s management evaluated, with the participation of its chief executive officer and chief financial officer, the effectiveness of its disclosure controls and procedures as of March 31, 2017 before filing the Original Filing. Based on that evaluation, the Partnership’s management concluded that its disclosure controls and procedures were effective as of such date.

Other than as set forth herein, this Amendment does not modify or update the Original Filing in any way, and the parts or exhibits of the Original Filing which have not been modified or updated are not included in this Amendment. This Amendment continues to speak as of the date of the Original Filing and the Partnership has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Partnership’s other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.

PART I - FINANCIAL INFORMATION

Item 1
- CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of March 31, 2017. Disclosure controls and procedures are designed to provide reasonable assurance that material information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding our required disclosure. Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that the disclosure controls and procedures were effective as of such date.
Changes in Internal Control over Financial Reporting

Beginning January 1, 2017, the Partnership implemented a new enterprise resource planning (“ERP”) system which will improve the timeliness and quality of information (including financial information) to all appropriate levels of Partnership personnel. The integration was not in response to any identified deficiency or material weakness in the Partnership’s internal control over financial reporting. The integration of the ERP system will likely affect the processes included in our internal controls over financial reporting and will require testing for operating effectiveness.

Also beginning January 1, 2017 and in connection with the implementation of the new ERP system discussed immediately above, the Partnership initiated the centralization of controls from our local office in Coshocton, Ohio to the Partnership’s corporate offices in Englewood, CO. The centralization was not in response to any identified deficiency or material weakness in the Partnership’s internal controls over financial reporting. The centralization will be completed throughout 2017 and will affect the processes that constitute our internal controls over financial reporting. The centralized control framework will require testing for operating effectiveness.





PART II
OTHER INFORMATION
Item 6 - EXHIBITS
 
 
 
 
Incorporated by Reference
 
 
Exhibit Number
 
Exhibit Description
 
Form
 
File Number
 
Exhibit
 
Filing Date
 
Filed Herewith
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
 
10-Q
 
001-34815
 
31.1
 
5/15/2017
 
 
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
 
10-Q
 
001-34815
 
31.2
 
5/15/2017
 
 
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
 
 
 
 
 
 
 
 
 
X
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
 
 
 
 
 
 
 
 
 
X
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
10-Q
 
001-34815
 
32
 
5/15/2017
 
 
 
Mine Safety Disclosure
 
10-Q
 
001-34815
 
95.1
 
5/15/2017
 
 
 
XBRL Instance Document
 
10-Q
 
001-34815
 
101.INS
 
5/15/2017
 
 
 
XBRL Taxonomy Extension Schema Document
 
10-Q
 
001-34815
 
101.SCH
 
5/15/2017
 
 
 
XBRL Taxonomy Calculation Linkbase Document
 
10-Q
 
001-34815
 
101.CAL
 
5/15/2017
 
 
 
XBRL Taxonomy Label Linkbase Document
 
10-Q
 
001-34815
 
101.LAB
 
5/15/2017
 
 
 
XBRL Taxonomy Presentation Linkbase Document
 
10-Q
 
001-34815
 
101.PRE
 
5/15/2017
 
 
 
XBRL Taxonomy Definition Document
 
10-Q
 
001-34815
 
101.DEF
 
5/15/2017
 
 



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.
 
 
WESTMORELAND RESOURCE PARTNERS, LP
 
 
By:
WESTMORELAND RESOURCES GP, LLC, its general partner
 
 
 
 
Date:
October 31, 2017
By:
/s/ Nathan M. Troup
 
 
 
Nathan M. Troup
 
 
 
Interim Chief Financial Officer
 
 
 
(Principal Financial Officer and A Duly Authorized Officer)