SEC Comment Letter for SOUTH DAKOTA SOYBEAN PROCESSORS LLC (SDSYA) (CIK 0001163609) (SDSYA) — Jul 18, 2005
SOUTH DAKOTA SOYBEAN PROCESSORS LLC (SDSYA) (CIK 0001163609)
Date: July 18, 2005 · CIK: 0001163609 · Accession: 0000000000-05-036576
AI Filing Summary & Sentiment
File numbers found in text: 333-114508
Referenced dates: June 21, 2005
Letter
July 15, 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 Response Letter Dated June 21, 2005 File No. 0-50253 Post Effective Amendment to Registration Statement on Form S-1 Filed June 9, 2005 File No. 333-114508
Dear Mr. James Seurer:
We have reviewed your response letter and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. 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.
Form 10-K for the Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis
Results of Operations, page 12
1. We note your response to our prior comment three conveying your belief that your soybean meal and soybean oil refining do not constitute reportable segments. However we were unable to locate the balance of your response in which we had requested you to provide us with the financial reports your CODM reviews. Please provide us with the balance of your response.
Report of Independent Registered Public Accounting Firm, page F-2
2. We note your response to our prior comment two indicating that Eide Bailly had provided services relating to the preparation of your 2003 consolidated financial statements. We note that you believe an exemption applied under Section 602.02.c, however, that section was revised early in 2003 and the timing of your fact pattern appears to be outside the transition period provided in the rule. Accordingly, it appears that your auditor, Eide Bailly, was not independent and their audit report issued on your financial statements for the year ended December 31, 2003 does not comply with the requirements of Article 2 of Regulation S-X. Please amend your filing to provide audited financial statements for the year ended December 31, 2003 that are audited by an independent accountant as required by Article 2 of Regulation S-X. Please contact us to further discuss the audit of the financial statements for the period ended December 31, 2002 included in this filing. Please refer to Final Rule 33-8183 Strengthening the Commission`s Requirements Regarding Auditor Independence at http://www.sec.gov/rules/final/33-8183.htm.
Registration Statement on Form S-1
3. Given the above information in comment 2, we call your attention to your S-1 registration statement that went effective February 14, 2005 containing an audit report that did not meet the requirements of Article 2 of Regulation S-X. Please advise us of any sales that have taken place since the effective date of the S-1 and what steps you intend to take in this regard.
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.
You may contact Jon Duersch at (202) 551-3719, if you have questions regarding comments on the financial statements and related matters. Please contact Jill Davis, Branch Chief, at (202) 551-3683, in his absence. Direct questions on other disclosure issues to Carrie Darling at (202) 551-3724 or, in her absence, to the undersigned, at (202) 551-3740. Direct any correspondence to us at the following ZIP Code: 20549.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
July 15, 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
Response Letter Dated June 21, 2005
File No. 0-50253
Post Effective Amendment to Registration Statement on Form
S-1
Filed June 9, 2005
File No. 333-114508
Dear Mr. James Seurer:
We have reviewed your response letter and have the following
comments. We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents. 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.
Form 10-K for the Fiscal Year Ended December 31, 2004
Management`s Discussion and Analysis
Results of Operations, page 12
1. We note your response to our prior comment three conveying your
belief that your soybean meal and soybean oil refining do not
constitute reportable segments. However we were unable to locate
the
balance of your response in which we had requested you to provide
us
with the financial reports your CODM reviews. Please provide us
with
the balance of your response.
Report of Independent Registered Public Accounting Firm, page F-2
2. We note your response to our prior comment two indicating that
Eide Bailly had provided services relating to the preparation of
your
2003 consolidated financial statements. We note that you believe
an
exemption applied under Section 602.02.c, however, that section
was
revised early in 2003 and the timing of your fact pattern appears
to
be outside the transition period provided in the rule.
Accordingly,
it appears that your auditor, Eide Bailly, was not independent and
their audit report issued on your financial statements for the
year
ended December 31, 2003 does not comply with the requirements of
Article 2 of Regulation S-X. Please amend your filing to provide
audited financial statements for the year ended December 31, 2003
that are audited by an independent accountant as required by
Article
2 of Regulation S-X. Please contact us to further discuss the
audit
of the financial statements for the period ended December 31, 2002
included in this filing. Please refer to Final Rule 33-8183
Strengthening the Commission`s Requirements Regarding Auditor
Independence at http://www.sec.gov/rules/final/33-8183.htm.
Registration Statement on Form S-1
3. Given the above information in comment 2, we call your
attention
to your S-1 registration statement that went effective February
14,
2005 containing an audit report that did not meet the requirements
of
Article 2 of Regulation S-X. Please advise us of any sales that
have
taken place since the effective date of the S-1 and what steps you
intend to take in this regard.
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.
You may contact Jon Duersch at (202) 551-3719, if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Jill Davis, Branch Chief, at (202) 551-3683, in his
absence. Direct questions on other disclosure issues to Carrie
Darling at (202) 551-3724 or, in her absence, to the undersigned,
at
(202) 551-3740. Direct any correspondence to us at the following
ZIP
Code: 20549.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. James Seurer
South Dakota Processors LLP
July 15, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
</TEXT>
</DOCUMENT>