Mail Stop 0510
April 14, 2005
Via U.S. mail and facsimile
Mr. Brian Woldt
Chief Financial Officer
Lake Area Corn Processors, LLC
46269 South Dakota Highway 34
P.O. Box 100
Wentworth, South Dakota 57075
RE: Form 10-K for the fiscal year ended December 31, 2004
File No. 0-50254
Dear Mr. Woldt:
We have reviewed this filing 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
supplemental 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-K 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.
Cover Page
2. On April 30, 2003, you filed a Form 8-A and were assigned a
1934
Act file number of 0-50254. Please use this file number for your
1934 Act filings, rather than the 1933 Act file number of 333-
66552
that relates to your original S-4.
Management`s Discussion and Analysis
Indebtedness, page 23
3. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt and to clarify
whether purchase obligations include estimated payments for
derivative contracts. 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.
Item 9A. Controls and Procedures, page 30
4. Disclosure controls and procedures are now defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e). See SEC Release 33-8238, which
became
effective August 14, 2003. Please refer to the appropriate
locations
for the definitions. Please also disclose any changes in your
internal controls over financial reporting which have occurred
during
the last fiscal quarter and materially affected, or are reasonably
likely to materially affect, your internal controls over financial
reporting. Refer to Item 308(c) of Regulation S-K.
Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-7
5. 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.
Revenue Recognition, page F-8
6. Pursuant to the Ethanol Marketing Contract with Ethanol
Products,
LLC described on page 2 and in Note 9, Ethanol Products, LLC
purchases all of the ethanol produced and charges you for the
applicable bad debt in the event that they are unable to collect
from
their customer. Please disclose how you record revenue related to
this contract as well as how this revenue recognition policy
complies
with SAB Topic 13:A.
Shipping Costs, page F-8
7. Please tell us how you concluded that shipping costs arranged
by
the marketer should be treated as a reduction of the gross sales
price. Please also tell us whether you pay these shipping costs
and
are later reimbursed by the marketer. Alternatively, does the
marketer directly pay these shipping costs without involving you?
Inventory Valuation, page F-8
8. You state that ethanol and related products are stated at net
realizable value. Please clarify how your accounting policy
related
to these inventories complies with ARB No. 43, which indicates
that
inventories should be recorded at the lower of cost or market.
Property and Equipment, page F-10
9. Please separately discuss the types of assets under the
Equipment
category that fall in each part of the range disclosed.
Note 9. Commitments, Contingencies and Agreements, page F-15
10. Given the disclosures provided in Item 7A (Market Risk),
please
describe the terms of derivative financial instruments that are
outstanding related to the purchase of corn and natural gas. For
example, for forward contracts to purchase corn and natural gas,
please disclose the amounts you are committed to purchasing and
the
corresponding prices. Please also disclose when you are committed
to
making these purchases. Please provide an estimate of your
expected
annual corn and natural gas usage to help readers understand the
portion of usage for which you have attempted to reduce market
risk.
Note 12. Subsequent Events, page F-19
11. Please disclose what specific changes were made to the
historical
December 31, 2004 financial statements due to the waiver received
by
First National Bank in March 2005. Also, tell us how you
determined
it was appropriate to reflect the effects of the waiver to the
historical December 31, 2004 financial statements. Your
explanation
should refer to the accounting guidance used to determine this
treatment was appropriate.
* * * *
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 supplemental response letter that keys your responses to
our comments and provides any requested supplemental 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 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) 942-7769
or,
in her absence, to the undersigned at (202) 942-1774.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Brian Woldt
April 14, 2005
Page 4 of 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE