SEC Comment Letter for Soluna Holdings, Inc (SLNH, SLNHP) (CIK 0000064463) (SLNH) — Oct 4, 2007
Soluna Holdings, Inc (SLNH, SLNHP) (CIK 0000064463)
Date: Oct. 4, 2007 · CIK: 0000064463 · Accession: 0000000000-07-048374
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-06890
Referenced dates: September 26, 2007
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 6010 October 4, 2007 VIA U.S. MAIL AND FACSIMILE (518.533.2201) Ms. Cynthia A. Scheuer Chief Financial Officer Mechanical Technology Incorporated 431 New Karner Road Albany, New York 12205 Re: Mechanical Technology Incorporated Form 10-K for the fiscal year ended December 31, 2006 Filed March 16, 2007 File No. 000-06890
Dear Ms. Scheuer:
We have reviewed your response letter dated September 26, 2007 and filing and have the following comments. In our comments, we ask y ou 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 re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filings. 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 lis ted at the end of this letter.
Ms. Cynthia A. Scheuer Mechanical Technology Incorporated October 4, 2007 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2006
Consolidated Financial Statements, page F-1
Note 10. Shareholders’ Equity, page F-21
Plug Power Shares, page F-22 1. Please refer to prior comment 1. Please tell us why you calculated th e loss on derivative using the intrinsic value upon exercise compar ed to the fair value of the derivative liability as of March 31, 2005. Discuss why you did not subsequently reflect the liability at fair value after March 31, 2005. 2. Further, explain why you calculated a gain of $9,635,000 on the sale of the shares to Fletcher based upon their fair value of $7.13 per share on the date of exercise given that you sold those shares at $0.7226 per share and not for fair value.
3. Please provide us with the journal entries you booked to reflect the exercise of the investment right.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furn ish a letter that keys your responses to our comments and provides any requested information. De tailed letters greatly f acilitate our review. Please understand that we may have additional co mments after reviewing your responses to our comments.
You may contact Kate Tillan, Assistant Chie f Accountant, at (202) 551-3604 or me at (202) 551-3554 if you have any questions regardi ng comments on the financial statements and related matters. You may also contact Martin James; Senior Assistant Chief Accountant, at (202) 551-3604 with any other questions. S i n c e r e l y , A n g e l a C r a n e B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 6010
October 4, 2007
VIA U.S. MAIL AND FACSIMILE (518.533.2201)
Ms. Cynthia A. Scheuer Chief Financial Officer Mechanical Technology Incorporated 431 New Karner Road Albany, New York 12205
Re: Mechanical Technology Incorporated
Form 10-K for the fiscal year ended December 31, 2006
Filed March 16, 2007
File No. 000-06890
Dear Ms. Scheuer:
We have reviewed your response letter dated September 26, 2007 and filing and have the
following comments. In our comments, we ask y ou 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 re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings. 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 lis ted at the end of this letter.
Ms. Cynthia A. Scheuer
Mechanical Technology Incorporated October 4, 2007 Page 2
Form 10-K for the Fiscal Year Ended December 31, 2006
Consolidated Financial Statements, page F-1
Note 10. Shareholders’ Equity, page F-21
Plug Power Shares, page F-22
1. Please refer to prior comment 1. Please tell us why you calculated th e loss on derivative
using the intrinsic value upon exercise compar ed to the fair value of the derivative
liability as of March 31, 2005. Discuss why you did not subsequently reflect the liability at fair value after March 31, 2005.
2. Further, explain why you calculated a gain of $9,635,000 on the sale of the shares to
Fletcher based upon their fair value of $7.13 per share on the date of exercise given that
you sold those shares at $0.7226 per share and not for fair value.
3. Please provide us with the journal entries you booked to reflect the exercise of the
investment right.
As appropriate, please respond to these comments within 10 business days or tell us when
you will provide us with a response. Please furn ish a letter that keys your responses to our
comments and provides any requested information. De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.
You may contact Kate Tillan, Assistant Chie f Accountant, at (202) 551-3604 or me at
(202) 551-3554 if you have any questions regardi ng comments on the financial statements and
related matters. You may also contact Martin James; Senior Assistant Chief Accountant, at (202) 551-3604 with any other questions. S i n c e r e l y , A n g e l a C r a n e B r a n c h C h i e f