SEC Company Response from Alto Ingredients, Inc. (ALTO) (CIK 0000778164) (ALTO) — Dec 20, 2013
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Date: Dec. 20, 2013 · CIK: 0000778164 · Accession: 0001019687-13-004933
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21467
Referenced dates: December 16, 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 December 16, 2013 relating to Pacific Ethanol, Inc. (the “Company”).
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.
Form 10-Q for the period ended September 30, 2013
Note 12. Subsequent Events, page 22
1. We note your disclosure regarding conversions of Series B notes through November 8, 2013, however no specific statement was made regarding the date through which you evaluated your subsequent events. Please confirm that November 8, 2013 was the date through which you evaluated your subsequent events.
The Company’s September 30, 2013 Form 10-Q was filed with the Securities and Exchange Commission on November 12, 2013. As an accounting policy, the Company evaluates subsequent events through the date of each filing. The Company evaluated its subsequent events through November 12, 2013. No conversion notices with respect to the Series B Notes were received or processed by the Company after November 8, 2013 and through November 12, 2013. Therefore, no subsequent event disclosure was required with respect to conversions of Series B Notes after November 8, 2013.
2. Regarding your sugar feedstock purchase on October 1, 2013, tell us if this purchase was a nonrecognized subsequent event or a recognized subsequent event and how your accounting and/or disclosure complies with ASC 855. In this regard, it appears as if you have recognized this purchase in your September 30, 2013 financial statements resulting in an increase in prepaid inventory and borrowings.
The Company’s sugar feedstock purchase agreement was treated as a nonrecognized subsequent event resulting in no adjustments to the Company’s financial statements in accordance with ASC 855. The Company entered into its feedstock agreement on October 1, 2013, and on such date recorded in its financial statements the related inventory purchase, cash payment and liability. No such amounts were recorded as of September 30, 2013. The increase in prepaid inventory and borrowings were unrelated to the sugar feedstock purchase.
We trust that the foregoing is responsive to the comments contained in your letter of comments dated December 16, 2013. If you have any questions, please call me at (949) 622-2710.
Sincerely yours,
TROUTMAN SANDERS LLP
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[TROUTMAN SANDERS LLP LETTERHEAD]
December 20, 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 December 16, 2013 relating to Pacific Ethanol, Inc. (the “Company”).
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.
Form 10-Q for the period ended September 30, 2013
Note 12. Subsequent Events, page 22
1. We note your disclosure regarding conversions of Series B notes through November 8, 2013, however
no specific statement was made regarding the date through which you evaluated your subsequent events. Please confirm that November
8, 2013 was the date through which you evaluated your subsequent events.
The
Company’s September 30, 2013 Form 10-Q was filed with the Securities and Exchange Commission on November 12, 2013. As an
accounting policy, the Company evaluates subsequent events through the date of each filing. The Company evaluated its subsequent
events through November 12, 2013. No conversion notices with respect to the Series B Notes were received or processed by the Company
after November 8, 2013 and through November 12, 2013. Therefore, no subsequent event disclosure was required with respect to conversions
of Series B Notes after November 8, 2013.
2. Regarding your sugar feedstock purchase on October 1, 2013, tell us if this purchase was a nonrecognized
subsequent event or a recognized subsequent event and how your accounting and/or disclosure complies with ASC 855. In this regard,
it appears as if you have recognized this purchase in your September 30, 2013 financial statements resulting in an increase in
prepaid inventory and borrowings.
The
Company’s sugar feedstock purchase agreement was treated as a nonrecognized subsequent event resulting in no adjustments
to the Company’s financial statements in accordance with ASC 855. The Company entered into its feedstock agreement on October
1, 2013, and on such date recorded in its financial statements the related inventory purchase, cash payment and liability. No such
amounts were recorded as of September 30, 2013. The increase in prepaid inventory and borrowings were unrelated to the sugar feedstock
purchase.
We
trust that the foregoing is responsive to the comments contained in your letter of comments dated December 16, 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)