SEC Comment Letter for SB PARTNERS (CIK 0000087047) — Oct 13, 2005
SB PARTNERS (CIK 0000087047)
Date: Oct. 13, 2005 · CIK: 0000087047 · Accession: 0000000000-05-052511
AI Filing Summary & Sentiment
Referenced dates: October 7, 2005
Letter
October 13, 2005 Mail Stop 4561 Via U.S. Mail and Fax (212) 603-4981 Mr. George N. Tietjen III Chief Financial Officer and Treasurer SB Partners 1251 Avenue of the Americas New York, NY 10020
RE: SB Partners Form 10-K for the fiscal year ended December 31, 2004 Filed April 13, 2005 Form 10-Q for the quarterly period ended March 31, 2004 File No. 0-08952
Dear Mr. Tietjen:
We have reviewed your response letter dated October 7, 2005 and have the following additional comment. In our comment, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may 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 comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Note 5 Investment in Joint Venture, page 36
1. Your response to prior comment 1 indicates that the other limited partners are all related parties. Please clarify if this means that they are related to the registrant or related to each other but not the registrant.
2. Your response to prior comment 1 references certain rights described in paragraph 9 of SOP 78-9. However, the rights mentioned in your response would appear to be considered protective, not participating, rights under EITF 96-16. Please explain to us how you have considered the provisions of EITF 96-16 and EITF 04-5 in determining that the equity method is the most appropriate method of accounting for your investment in the joint venture. In accordance with EITF 04-5 the general partner usually consolidates unless the general partner can be removed by the limited partners or the limited partners have substantive participating rights.
3. Since you have accounted for your investment in the joint venture using the equity method, please explain to us why you have not filed audited financial statements of the joint venture in accordance with Rule 3-09 of Regulation S-X.
Please respond to the comments included in this letter within ten business days. If you have any questions, you may contact William Demarest at (202) 551-3432 or me at (202) 551-3486.
Sincerely,
Daniel L. Gordon
Branch Chief
Show Raw Text
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October 13, 2005
Mail Stop 4561
Via U.S. Mail and Fax (212) 603-4981
Mr. George N. Tietjen III
Chief Financial Officer and Treasurer
SB Partners
1251 Avenue of the Americas
New York, NY 10020
RE: SB Partners
Form 10-K for the fiscal year ended December 31, 2004
Filed April 13, 2005
Form 10-Q for the quarterly period ended March 31, 2004
File No. 0-08952
Dear Mr. Tietjen:
We have reviewed your response letter dated October 7, 2005
and
have the following additional comment. In our comment, we ask you
to
provide us with information so we may better understand your
disclosure. After reviewing this information, we may 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 comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Note 5 Investment in Joint Venture, page 36
1. Your response to prior comment 1 indicates that the other
limited
partners are all related parties. Please clarify if this means
that
they are related to the registrant or related to each other but
not
the registrant.
2. Your response to prior comment 1 references certain rights
described in paragraph 9 of SOP 78-9. However, the rights
mentioned
in your response would appear to be considered protective, not
participating, rights under EITF 96-16. Please explain to us how
you
have considered the provisions of EITF 96-16 and EITF 04-5 in
determining that the equity method is the most appropriate method
of
accounting for your investment in the joint venture. In
accordance
with EITF 04-5 the general partner usually consolidates unless the
general partner can be removed by the limited partners or the
limited
partners have substantive participating rights.
3. Since you have accounted for your investment in the joint
venture
using the equity method, please explain to us why you have not
filed
audited financial statements of the joint venture in accordance
with
Rule 3-09 of Regulation S-X.
Please respond to the comments included in this letter
within
ten business days. If you have any questions, you may contact
William Demarest at (202) 551-3432 or me at (202) 551-3486.
Sincerely,
Daniel L. Gordon
Branch Chief
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Mr. George N. Tietjen III
SB Partners
October 13, 2005
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