SEC Comment Letter for GREAT PLAINS ETHANOL LLC (CIK 0001135568) — Jun 23, 2005
GREAT PLAINS ETHANOL LLC (CIK 0001135568)
Date: June 23, 2005 · CIK: 0001135568 · Accession: 0000000000-05-032209
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Mail Stop 7010
June 23, 2005
Mr. Rick A. Serie
Chief Executive Officer and Chief Financial Officer
Great Plains Ethanol, LLC
27716 462nd Avenue
Chancellor, South Dakota 57015
RE: Form 10-KSB for the fiscal year ended December 31, 2004
File No. 0-49779
Dear Mr. Serie:
We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our 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 or may not 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.
Management`s Discussion and Analysis
Indebtedness, page 23
2. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt. Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table. Please also disclose
any
assumptions you made to derive these amounts.
Financial Statements
Balance Sheet, page F-2
3. Given that your Form 8-K filed on February 10, 2005 indicates
that
the cash distribution of $2,245,200 was not approved by the Board
of
Managers until January 26, 2005, it is not clear why you have
accrued
for this amount at December 31, 2004. Please advise.
Note 2 - Summary of Significant Accounting Policies, page F-8
4. Please disclose the types of expenses that you include in the
cost
of revenues line item and the types of expenses that you include
in
the general and administrative expenses line item. Please also
disclose whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of revenues line item. With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost
of
revenues, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of revenues and others like
you
exclude a portion of them from gross margin, including them
instead
in a line item, such as general and administrative expenses.
Shipping Costs, page F-8
5. Please tell us how you concluded that shipping costs arranged
by
the marketer should be treated as a reduction of the gross sales
price in recording revenue. Please also address the following:
* Please confirm that all of your ethanol and by-products are sold
by
the same marketer;
* Please tell us whether the customers receive invoices with your
name on them or with your marketer`s name;
* Please tell us whether the customer thinks that they are buying
from you or the marketer;
* Please tell us whether the shipping costs are presented
separately
on the invoice sent to customers; and
* Please tell us the amount of shipping costs deducted from
revenues
for each of the 2 years ended December 31, 2004 as well as the
three
months ended March 31, 2005.
Property and Equipment, page F-10
6. Please separately discuss the types of assets under the
Equipment
category that fall in each part of the range disclosed.
* * * *
Please respond to these comments within 10 business days, or
tell us when you will provide us with a response. Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information. Detailed letters greatly
facilitate our review. Please file your supplemental response on
EDGAR as a correspondence file. Please understand that we may
have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed 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 their filings;
* 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.
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.
If you have any questions regarding these comments, please
direct them to Nudrat Salik, Staff Accountant, at (202) 551-3692
or,
in her absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Rick A. Serie
Great Plains Ethanol, LLC
June 23, 2005
Page 1 of 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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