SEC Company Response from PORTRAIT CORP OF AMERICA, INC. (CIK 0000076791) — Oct 13, 2005
PORTRAIT CORP OF AMERICA, INC. (CIK 0000076791)
Date: Oct. 13, 2005 · CIK: 0000076791 · Accession: 0000076791-05-000045
AI Filing Summary & Sentiment
File numbers found in text: 000-08550
Referenced dates: October 5, 2005
Letter
Division of Corporate Finance United States Securities and Exchange Commission RE: Portrait Corporation of America, Inc. Item 4.01 Form 8-K Filed September 27, 2005 File No. 000-08550
Dear Mr. Spirgel,
We are sending you this letter in response to your letter of October 5, 2005. Portrait Corporation of America, Inc. (the “Company”) did not file an Item 4.02 Form 8-K with regard to the restatement of the Company’s consolidated financial statements for the fiscal years ended February 1, 2004 and February 2, 2003 as the Company believes the previously issued financial statements for these periods could be relied upon. As described in Note 16 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended January 30, 2005, the Company discovered errors in the books and records of the Company’s Mexico subsidiary. These errors related primarily to the capitalization and depreciation of property and equipment and expensing of prepaid assets. The Company, considered the qualitative and quantitative nature of these matters and believes the errors did not result in a material misstatement of the Company’s consolidated financial statements for any previously filed annual or interim periods and that such previously issued financial statements could be relied upon. As a result, the Company determined, in consultation with its outside legal counsel, that it did not need to file an Item 4.02 Form 8-K. However, the Company determined that the cumulative effect of correcting these errors would have had a material effect on the Company’s results of operations for the fiscal year ended January 30, 2005 and, therefore, restated its consolidated financial statements for the years ended February 1, 2004 and February 2, 2003.
The Company acknowledges that:
·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
·
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) 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.
Thank you for your consideration,
Sincerely,
/s/William
J. Billiard
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October 13, 2005 response to Comment Letter Dated October 5, 2005
Portrait Corporation of America, Inc.
815 Matthews-Mint Hill Road
Matthews, North Carolina 28105
Telephone 704/847-8011
www.pcaintl.com
October
13,
2005
Mr.
Larry
Spirgel
Assistant
Director
Division
of Corporate Finance
United
States Securities and Exchange Commission
Washington,
DC 20549
RE: Portrait
Corporation of America, Inc.
Item
4.01
Form 8-K
Filed
September 27, 2005
File
No.
000-08550
Dear
Mr.
Spirgel,
We
are
sending you this letter in response to your letter of October 5, 2005. Portrait
Corporation of America, Inc. (the “Company”) did not file an Item 4.02 Form 8-K
with regard to the restatement of the Company’s consolidated financial
statements for the fiscal years ended
February
1, 2004 and February 2, 2003 as the Company believes the previously issued
financial statements for these periods could
be
relied
upon. As described in Note 16 to the Consolidated Financial Statements
contained in our Annual Report on Form 10-K for the year ended
January 30,
2005,
the Company discovered errors
in
the
books
and
records of the Company’s
Mexico subsidiary.
These
errors related primarily to the capitalization and depreciation of property
and
equipment and expensing of prepaid assets. The
Company,
considered the qualitative and quantitative nature of these matters
and
believes
the
errors
did not result in a material misstatement of the Company’s consolidated
financial statements for any previously filed annual or interim
periods
and that
such previously issued financial statements could be relied upon. As
a
result, the Company determined, in consultation with its outside legal counsel,
that it did not need to file an Item 4.02 Form 8-K. However,
the Company determined that the cumulative effect of correcting these errors
would have had a material effect on the Company’s results of operations for the
fiscal year ended January 30, 2005 and, therefore, restated its
consolidated financial statements for the years ended February 1, 2004 and
February 2, 2003.
The
Company acknowledges that:
·
the
Company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
·
comments
from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) 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.
Thank
you
for your consideration,
Sincerely,
/s/William
J. Billiard
William
J. Billiard
Senior
Vice President, Interim Chief Financial
Officer/Corporate
Controller
WJB/llg
cc:
Barry
Feld, Portrait Corporation of America, Inc.
Bob Wren, Portrait Corporation of America, Inc.
John Klein, Jupiter Partners
John Sprague, Jupiter Partners
Terry Blumer, Jupiter Partners