Mail Stop 0308
June 9, 2005
Tom Lynch, President
Siouxland Ethanol, LLC
110 East Elk Street
Jackson, Nebraska 68743
Re: Siouxland Ethanol, LLC
Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-123473
Filed on May 20, 2005
Dear Mr. Lynch:
We have reviewed your filing and have the following
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 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
be aware that the page numbers to which we refer correspond to the
pages in your amendment`s marked courtesy copy provided by
counsel.
General
1. Please note that we are still considering your response to
comment
1 in our letter dated April 20, 2005.
2. We note your response to comment 2 in our letter dated April
20,
2005. Please provide us with, or direct us to, the feasibility
study
to which you refer in the last paragraph on page 36 and in the
second
paragraph on page 45. Also, please provide us with the source of
the
historical grain pricing information to which you refer in the
first
paragraph on page 37.
Prospectus Summary, page 1
3. We reissue comment 11 in our letter dated April 20, 2005. Your
Prospectus Summary section is too long and repeats much of the
information fully discussed in other sections of your document.
For
example, please reduce the amount of detail in each of your
subsections. As another example, please delete your bullet points
in
your Subscription Procedures and your Important Notices to
Investors
subsections.
The Offering, page 1
4. We note your response to comment 9 in our letter dated April
20,
2005. In this section, if true, please disclose that the offering
will terminate if you fail to obtain a debt financing commitment
one
year after this registration statement becomes effective.
Capitalization, page 22
5. Please tell us how your pro forma presentation of long-term
debt
is directly attributable to the transaction, is factually
supportable, and has a continuing impact, given that you have no
commitment for financing. Alternatively, please revise the table
by
deleting the debt.
Management`s Discussion and Analysis and Plan of Operation, page
24
Project capitalization, page 24
6. We note your response to comment 18 in our letter dated April
20,
2005. You added the first full risk factor on page 9 of your
document stating that once your funds are released from escrow,
you
may spend these funds on "plant construction or for other project-
related expenses." However, in this subsection, you state that
you
do not expect to begin substantial plant construction activity
before
satisfying the loan commitment conditions or closing the loan
transaction. Therefore, in this subsection, please disclose the
circumstances under which you would begin spending your proceeds
without fulfilling all of your loan conditions, signing a binding
loan agreement, or receiving the loan proceeds.
Regional ethanol markets, page 38
7. We note your response to comment 48 in our letter dated April
20,
2005. Please discuss the costs associated with using the Williams
Pipeline Terminal and whether you would sell your ethanol to a
broker
at the terminal or use the terminal to deliver the ethanol to its
end-users. In this regard, please explain the reasons for using a
group-marketing program or broker.
Business Experience of Directors and Officers, page 57
8. We note your response to comment 55 in our letter dated April
20,
2005. However, the business experience of your officers and
directors for the last five years is still unclear. Please
disclose
how long Tom Lynch has managed Lynch Properties, Inc., Donald
"Skip"
Meisner`s business experience from 2000 to March 2001, and Bill
Riechers`s business experience from 2000 to December 2001.
The Offering, page 63
9. We note your response to comment 10 in our letter dated April
20,
2005. In this subsection and in the Subscription Period
subsection
on page 64, you state that you may "abandon the project for any
reason." Please disclose possible circumstances under which you
may
abandon the offering.
Summary of Promotional and Sales Material, page 66
10. We note your response to comment 61 in our letter dated April
20,
2005. You state that you are in the process of "mailing brochures
and power point presentations but have not yet completed any sales
material intended to promote the sale of units offered in this
prospectus." Please tell us in greater detail the type of
promotional and sales material you will use.
Statement of Changes in Members` Equity, page F-5
11. Please label the financial information as of March 31, 2005 as
"unaudited."
Statement of Cash Flows, page F-6
12. Please revise your presentation to provide the interim cash
flow
activity for the interim quarter ended March 31, 2005 consistent
with
your statement of operations on page F-4, or please revise your
statement of operations to reflect the interim period from the
latest
fiscal year end to the interim balance sheet date. See Item
310(b)
of Regulation S-B.
Notes to Financial Statements, page F-7
Note 3, Members` Equity, page F-9
13. We note your response to comment 68 in our letter dated April
20,
2005 relating to the disclosure of any unusual rights and
privileges
of the units issued and outstanding. In addition, please disclose
the significant transfer restrictions on units prior to the plant
becoming operational as noted on page 3. See paragraph 17-18 of
SFAS129.
* * * * * *
As appropriate, please amend your registration statement in
response to these comments. 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 Milwood Hobbs, Staff Accountant, at (202)
551-
3241, or Donna DiSilvio, Senior Accountant, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters. Please contact John Fieldsend, Staff Attorney,
at551-3343-5505, David Mittelman, Legal Branch Chief, at (202)
551-
3214, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Valerie D. Bandstra, Esq.
Brown, Winick, Graves, Gross, Baskerville & Schoenebaum,
P.L.C.
Via Fax: (515) 283-0231
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Tom Lynch
Siouxland Ethanol, LLC
June 9, 2005
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