SEC Comment Letter for CE GENERATION LLC (CIK 0001097322) — Aug 9, 2005
CE GENERATION LLC (CIK 0001097322)
Date: Aug. 9, 2005 · CIK: 0001097322 · Accession: 0000000000-05-040923
AI Filing Summary & Sentiment
File numbers found in text: 333-89521
Letter
Mail Stop 3561 July 20, 2005 Via US Mail and Facsimile Mr. Wayne F. Irmiter Vice President and Controller CE Generation, LLC 302 South 36th Street, Suite 400 Omaha, NE 68131
Re: CE Generation, LLC Form 10-K for the Year Ended December 31, 2004 Form 10-Q for the Quarterly Period Ended March 31, 2005 File No. 333-89521
Dear Mr. Irmiter:
We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why a comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may 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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Financial Statements, page 22
Note 2. Summary of Significant Accounting Policies, page 29
1. Please expand your disclosure in future filings to explain your accounting for the minority interest and the respective percentage interest held by the minority Mr. Wayne F. Irmiter CE Generation, LLC July 20, 2005 Page 2
interest holder. If interests in more than one subsidiary are present, disclosure should be made in the notes regarding the amounts and holders of minority interest. Show us what your revised disclosure will look like in your response.
Note 5. Project Loans, page 33
2. We note you are restricted by the terms of financing agreements from making distributions without the consent of the lenders. Please tell us what consideration you gave to providing Schedule I- Condensed financial information of registrant and the disclosures set forth in Rule 4-08(e)(3) of Regulation S-X. If you determine that you meet the threshold for disclosure, please show us what your disclosure will look like revised.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Please file your response letter on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 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 Commission or any person under the federal securities laws of the United States.
Mr. Wayne F. Irmiter CE Generation, LLC July 20, 2005 Page 3
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Donna Di Silvio at (202) 551-3202 if you have questions regarding these comments, or in her absence, to the undersigned at (202) 551-3841.
Sincerely,
Michael Moran
Branch Chief
Show Raw Text
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Mail Stop 3561
July 20, 2005
Via US Mail and Facsimile
Mr. Wayne F. Irmiter
Vice President and Controller
CE Generation, LLC
302 South 36th Street, Suite 400
Omaha, NE 68131
Re: CE Generation, LLC
Form 10-K for the Year Ended December 31, 2004
Form 10-Q for the Quarterly Period Ended March 31, 2005
File No. 333-89521
Dear Mr. Irmiter:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may 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 comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Financial Statements, page 22
Note 2. Summary of Significant Accounting Policies, page 29
1. Please expand your disclosure in future filings to explain your
accounting for the minority interest and the respective percentage
interest held by the minority
Mr. Wayne F. Irmiter
CE Generation, LLC
July 20, 2005
Page 2
interest holder. If interests in more than one subsidiary
are
present, disclosure should be made in the notes regarding the
amounts and holders of minority interest. Show us what
your
revised disclosure will look like in your response.
Note 5. Project Loans, page 33
2. We note you are restricted by the terms of financing agreements
from making distributions without the consent of the lenders.
Please
tell us what consideration you gave to providing Schedule I-
Condensed
financial information of registrant and the disclosures set forth
in
Rule 4-08(e)(3) of Regulation S-X. If you determine that you
meet
the threshold for disclosure, please show us what your disclosure
will look like revised.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information. Please file your response
letter
on EDGAR as a correspondence file. Please understand that we may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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 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 Commission or any person under the
federal securities laws of the United States.
Mr. Wayne F. Irmiter
CE Generation, LLC
July 20, 2005
Page 3
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Donna Di Silvio at (202) 551-3202 if you
have
questions regarding these comments, or in her absence, to the
undersigned at (202) 551-3841.
Sincerely,
Michael Moran
Branch Chief
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