SEC Company Response from Alto Ingredients, Inc. (ALTO) (CIK 0000778164) (ALTO) — Oct 11, 2013
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Date: Oct. 11, 2013 · CIK: 0000778164 · Accession: 0001019687-13-003865
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21467
Referenced dates: October 3, 2013
Letter
VIA EDGAR CORRESPONDENCE Division of Corporation Finance Securities and Exchange Commission Pacific Ethanol, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed April 1, 2013 File No. 000-21467
Dear Ms. Rocha:
This letter responds to the comments of your letter dated October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for your convenience.
We have reproduced below in bold font each of your comments set forth in your letter, together with the Company’s responses in regular font immediately following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to the comments in your letter.
Also enclosed with this letter is a letter from the Company containing its “Tandy” representations.
Form 10-K for the Fiscal Year Ended December 31, 2012
2. Variable Interest Entity, page F-16
1. You state on page F-17 that $448.4 million and $512.5 million in net sales and $18.7 million and $836,000 in net loss was attributed to New PE Holdco for the years ended December 31, 2012 and 2011, respectively. Please explain how these “net” amounts relate to the amounts presented on the income statement.
Atlanta BEIJING Chicago Hong Kong New York Norfolk Orange County Portland
Raleigh Richmond San Diego Shanghai Tysons Corner Virginia Beach Washington, DC
Ms. Melissa N. Rocha
October 11, 2013
Page 2
The net sales numbers referenced above represent New PE Holdco sales less the amount of sales recorded on the Company’s books attributable to New PE Holdco (i.e., less intercompany eliminations). This amount, together with the Company’s sales, represents the consolidated net sales (i.e., with all intercompany transactions eliminated) as reported in the Company’s consolidated statements of operations.
The net loss numbers referenced above represent the net loss of New PE Holdco less the loss recorded on the Company’s books attributable to New PE Holdco (i.e., less intercompany eliminations). This amount, together with the Company’s net loss, represents the consolidated net loss (i.e., with all intercompany transactions eliminated) as reported in the consolidated Company’s statements of operations.
6. Debt, page F-22
2. Since your maximum borrowing on your Kinergy line of credit is tied to a borrowing base, tell us how you determined the amount you have recognized as current on your balance sheet for long term debt. Note that any borrowings in excess of the amount permitted at the low point of the borrowing base should be classified as current. Refer to ASC 470-10.
At December 31, 2012, the Company had a borrowing base under its Kinergy line of credit of approximately $27 million, with an outstanding balance of $19.7 million. Based on the actual borrowing base during 2012, as well as the projected borrowing base for 2013, the Company did not expect the borrowing base during 2013 to be lower than the amount outstanding as of December 31, 2012. As a result, all amounts outstanding as of December 31, 2012 under the Kinergy line of credit were classified as long term. All long term debt classified as current at December 31, 2012 related to the debt at the plants.
We trust that the foregoing is responsive to the comments contained in your letter of comments dated October 3, 2013. If you have any questions, please call me at (949) 622-2710.
Sincerely yours,
TROUTMAN SANDERS LLP
/s/ Larry A. Cerutti
Larry A. Cerutti
Enclosures
cc: Ms. Jenn Do (via Edgar correspondence)
Mr. Neil M. Koehler (via email)
Mr. Bryon T. McGregor (via email)
Christopher W. Wright, Esq. (via email)
PACIFIC ETHANOL, INC.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
October 11, 2013
VIA EDGAR CORRESPONDENCE
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Pacific Ethanol, Inc.
Ladies and Gentlemen:
Reference is hereby made to your letter dated October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”). The Company hereby acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and
· the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.
Very truly yours,
PACIFIC ETHANOL, INC.
Show Raw Text
CORRESP
1
filename1.htm
Larry A. Cerutti
949.622.2710 telephone
949.622.2739 facsimile
larry.cerutti@troutmansanders.com
TROUTMAN SANDERS LLP
Attorneys at Law
5 Park Plaza, Suite 1400
Irvine, CA 92614-2545
949.622.2700 telephone
troutmansanders.com
October 11, 2013
VIA EDGAR CORRESPONDENCE
Ms. Melissa N. Rocha
Senior Assistant Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3628
100 F Street, NE
Washington, D.C. 20549-3628
Re:
Pacific
Ethanol, Inc.
Form 10-K for the Fiscal
Year Ended December 31, 2012
Filed April 1, 2013
File No. 000-21467
Dear Ms. Rocha:
This letter responds to the
comments of your letter dated October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter
is enclosed for your convenience.
We have reproduced below in
bold font each of your comments set forth in your letter, together with the Company’s responses in regular font immediately
following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to
the comments in your letter.
Also enclosed with this letter
is a letter from the Company containing its “Tandy” representations.
Form 10-K for the Fiscal Year Ended December 31, 2012
2. Variable Interest Entity, page F-16
1. You state on page F-17 that $448.4 million and $512.5 million in net sales and $18.7 million and $836,000
in net loss was attributed to New PE Holdco for the years ended December 31, 2012 and 2011, respectively. Please explain how these
“net” amounts relate to the amounts presented on the income statement.
Atlanta BEIJING Chicago Hong Kong New York Norfolk Orange County Portland
Raleigh Richmond San Diego Shanghai Tysons Corner Virginia Beach Washington, DC
Ms. Melissa N. Rocha
October 11, 2013
Page 2
The net sales numbers referenced above represent
New PE Holdco sales less the amount of sales recorded on the Company’s books attributable to New PE Holdco (i.e., less intercompany
eliminations). This amount, together with the Company’s sales, represents the consolidated net sales (i.e., with all intercompany
transactions eliminated) as reported in the Company’s consolidated statements of operations.
The
net loss numbers referenced above represent the net loss of New PE Holdco less the loss recorded on the Company’s books attributable
to New PE Holdco (i.e., less intercompany eliminations). This amount, together with the Company’s net loss, represents the
consolidated net loss (i.e., with all intercompany transactions eliminated) as reported in the consolidated Company’s statements
of operations.
6.
Debt, page F-22
2. Since your maximum borrowing on your Kinergy line of credit is tied to a borrowing base, tell us how
you determined the amount you have recognized as current on your balance sheet for long term debt. Note that any borrowings in
excess of the amount permitted at the low point of the borrowing base should be classified as current. Refer to ASC 470-10.
At
December 31, 2012, the Company had a borrowing base under its Kinergy line of credit of approximately $27 million, with an outstanding
balance of $19.7 million. Based on the actual borrowing base during 2012, as well as the projected borrowing base for 2013, the
Company did not expect the borrowing base during 2013 to be lower than the amount outstanding as of December 31, 2012. As a result,
all amounts outstanding as of December 31, 2012 under the Kinergy line of credit were classified as long term. All long term debt
classified as current at December 31, 2012 related to the debt at the plants.
We trust that the foregoing
is responsive to the comments contained in your letter of comments dated October 3, 2013. If you have any questions, please call
me at (949) 622-2710.
Sincerely yours,
TROUTMAN SANDERS LLP
/s/ Larry A. Cerutti
Larry A. Cerutti
Enclosures
cc: Ms. Jenn Do (via Edgar correspondence)
Mr. Neil M. Koehler (via email)
Mr. Bryon T. McGregor (via email)
Christopher W. Wright, Esq. (via email)
PACIFIC ETHANOL, INC.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
October 11, 2013
VIA EDGAR CORRESPONDENCE
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Pacific Ethanol, Inc.
Ladies and Gentlemen:
Reference is hereby made to your letter dated
October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”). The Company hereby acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filing; and
· the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.
Very truly yours,
PACIFIC ETHANOL, INC.
By: /s/ NEIL M. KOEHLER
Neil M. Koehler, Chief Executive Officer