SEC Comment Letter for SOUTH DAKOTA SOYBEAN PROCESSORS LLC (SDSYA) (CIK 0001163609) (SDSYA) — Jun 7, 2005
SOUTH DAKOTA SOYBEAN PROCESSORS LLC (SDSYA) (CIK 0001163609)
Date: June 7, 2005 · CIK: 0001163609 · Accession: 0000000000-05-028274
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June 7, 2005
Mr. James A. Seurer
Chief Financial Officer
South Dakota Soybean Processors, LLC
100 Caspian Avenue, P.O. Box 500
Volga , South Dakota 57071
Re: South Dakota Soybean Processor, LLC
Form 10-K for Fiscal Year Ended December 31, 2004
Filed April 15, 2005
File No. 0-50253
Dear Mr. James Seurer:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please provide a
written
response to our comments. 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
General
1. Please correct your file number to 0-50253 in your next filing
under the 1934 Exchange Act.
Report of Independent Registered Public Accounting Firm, page F-2
2. We have noted your disclosure on Form 8-K dated January 18,
2005
relating to your change in auditor from Eide Bailly LLP. Based on
your disclosure we note that Eide Bailly advised you that they
believed certain services related to the preparation of your
financial statements were in violation of Rule 2-01 of Regulation
S-
X. Please clarify, in detail, the nature of these services and
identify all periods for which Eide Bailly had performed such
services. Demonstrate how Eide Bailly was able to appropriately
review or audit financial reports in the periods for which these
services were performed. We may have further comment.
Management`s Discussion and Analysis
Results of Operations, page 12
3. We note your disclosures generally identifying soybean meal and
soybean oil as your core business products which accounted for 60%
and 37%, respectively, of sales for the year ended December 31,
2004.
We further note that your disclosures identify that you operate a
soybean processing plant and a soybean oil refinery, and sell
soybean
meal and refined soybean oil to different types of customers. As
such, it is unclear whether these products represent operating
segments as defined in paragraph 10 of SFAS 131. Please describe
to
us the process used internally for monitoring the financial
results
of these different product groups. Please identify your chief
operating decision (CODM) maker and provide to us the reports
reviewed by your CODM to manage these operations and allocate
resources. Tell us how you have considered these operations in
relation to the definitions and disclosure requirements of SFAS
131.
Financial Statements
Notes 5, Equity Investment in Minnesota Soybean Processors,
page F-15
4. We note your disclosure regarding your investment in Minnesota
Soybean Processors (MnSP) which you account for using the equity
method. Given that the loss in MnSP appears to exceed the 20%
threshold of your consolidated loss from continuing operations,
before taxes, it is unclear why you have not included audited
financial statements for MnSP for the year ended December 31, 2004
in
your filing. Refer to Rule 3-09(a) of Regulation S-X. Please
submit
to us your significance calculation of MnSP and demonstrate why it
is
appropriate to exclude audited financial statements for MnSP for
the
year ended December 31, 2004, if that is your view.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. 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.
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 Jon Duersch at (202) 551-3719, if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3683 with any other
questions.
Sincerely,
Jill S. Davis
Branch Chief
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Mr. James Seurer
South Dakota Processors LLP
June 7, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05
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