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SEC Company Response from CIPRICO INC (CIK 0000720145) — Sep 19, 2005

CIPRICO INC (CIK 0000720145)
Date: Sept. 19, 2005 · CIK: 0000720145 · Accession: 0001104659-05-044650

AI Filing Summary & Sentiment

Referenced dates: June 2, 2005

Date
June 16, 2005
Author
/s/ Monte S. Johnson
Form
CORRESP
Company
CIPRICO INC (CIK 0000720145)

Letter

Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20002 Fax: 202-772-9210

Dear Mr. Wilson:

On behalf of Ciprico Inc., this letter responds to the comments received from you on behalf of the Division of Corporation Finance of the Securities and Exchange Commission in a letter dated June 2, 2005. We are certainly interested in assuring we are compliant with SEC regulations and in providing the public the appropriate information. In response to your letter we provide the following explanations and commentary as to why we feel no revision to our filings is necessary at this time. We believe our disclosure is compliant with requirements, and is also within the spirit of the regulations. We have used a numbering convention to our comments that reflect the same numbering used in your June 2, 2005 letter.

1. As part of the sale, we ensure our products meet customer requirements (included in the sale of the product as warranty). In addition, the customer has the option to separately purchase a service contract at the time of product sale or a later date. Total service contract revenue (recognized on a straight –line basis over its respective term as disclosed in Item 7, page 19 of Form 10-K) for Fiscal 2004 was $629,305 or 3.5% of sales. Thus we feel that separate disclosure of the service contract is not warranted nor required under Rule 5-03(b) of Regulation S-X. Future filings will provide additional disclosure to clarify the delineation between warranty and service.

2. We have reviewed the requirements of SOP 97-2 and in particular footnote 2 as it relates to software sold in tandem with hardware sales. Based on our assessment, we believe that the software is incidental to the products taken as a whole. Specifically to the considerations of footnote 2 of SOP 97-2:

• the products sold focus on storage capacity and data retrievability

• the software is not sold separately

• our post sale customer support is for the unit as a whole

Also, as discussed in SOP 97-2, our research and development costs, as disclosed, including those related to software, are expensed as incurred, as there have been no significant costs incurred subsequent to the establishment of technological feasibility.

3. We ship product and the customer is able to receive such product and put it into service without Ciprico assistance. The costs related to any warranty claims on the product are described and disclosed in Item 7, page 19 of Form 10-K.

In addition, the customer has the option to enter into a separate service contract (which includes spare parts program and maintenance agreements). This arrangement and the revenue recognition related to it is described and disclosed in Item 7, page 19 of Form 10-K.

4. As noted in point 3 immediately above the spare parts program (including “hot spares” where parts are provided to the customer within 24 hours) is a feature of the service contract and the revenue recognition policy for these programs is noted in Item 7, page 19 of Form 10-K.

5. Prior to the time the Form 8-K/A was filed on March 31, 2005 we considered the calculations called for in Rule 3-05 (b) and 1-02 (w) of Regulation S-X. The calculations showed that the Huge Systems assets ($1,259,000) as of January 31, 2005 (date of acquisition) would represent approximately 5% of Ciprico’s total assets ($25,162,000). In addition, Huge Systems, Inc. pretax loss of $250,000 (2003) represents 3% of Ciprico’s loss ($7,378,000) and the investment in sub (total purchase price $1.6 million fixed and an estimate of $1.2 million in contingent consideration) represented 11% of Ciprico’s total assets. Based on these calculations, as set forth in Regulation S-X Rule 3-05(b), no financial statements were required to be filed because none of the conditions set forth in Regulation S-X Rule 1-02(w) exceeded 20%.

Further, it should be noted that the actual results for the first four months ($671,000 of gross profit for Huge Systems related products) indicate the contingent consideration will most likely be substantially less than the $1.2 million used in our earlier calculations noted above.

We acknowledge that: Ciprico Inc. is responsible for the adequacy and accuracy of the disclosure in the filing; 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 Ciprico Inc. 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.

We are available and willing to discuss any of these items with members of your staff. My direct line is 763-551-4016.

Regards,
/s/ Monte S. Johnson

Show Raw Text
CORRESP
1
filename1.htm

June 16, 2005

  Mr. Craig
  D. Wilson

  Senior
  Assistant Chief Accountant

  Securities
  and Exchange Commission

  100 F
  Street, N.E.

  Washington,
  D.C. 20002

  Fax: 202-772-9210

Dear
Mr. Wilson:

On behalf of Ciprico Inc., this letter responds to
the comments received from you on behalf of the Division of Corporation Finance
of the Securities and Exchange Commission in a letter dated June 2,
2005.  We are certainly interested in
assuring we are compliant with SEC regulations and in providing the public the
appropriate information.  In response to
your letter we provide the following explanations and commentary as to why we
feel no revision to our filings is necessary at this time.  We believe our disclosure is compliant with
requirements, and is also within the spirit of the regulations.  We have used a numbering convention to our
comments that reflect the same numbering used in your June 2, 2005 letter.

1.               As part of the
sale, we ensure our products meet customer requirements (included in the sale
of the product as warranty).  In
addition, the customer has the option to separately purchase a service contract
at the time of product sale or a later date.
Total service contract revenue (recognized on a straight –line basis
over its respective term as disclosed in Item 7, page 19 of Form 10-K)
for Fiscal 2004 was $629,305 or 3.5% of sales.
Thus we feel that separate disclosure of the service contract is not
warranted nor required under Rule 5-03(b) of Regulation S-X.  Future filings will provide additional disclosure
to clarify the delineation between warranty and service.

2.               We have reviewed
the requirements of SOP 97-2 and in particular footnote 2 as it relates to
software sold in tandem with hardware sales. Based on our assessment, we
believe that the software is incidental to the products taken as a whole.  Specifically to the considerations of
footnote 2 of SOP 97-2:

•                  the
products sold focus on storage capacity and data retrievability

•                  the
software is not sold separately

•                  our
post sale customer support is for the unit as a whole

Also, as discussed in SOP 97-2, our research
and development costs, as disclosed, including those related to software, are
expensed as incurred, as there have been no significant costs incurred
subsequent to the establishment of technological feasibility.

3.               We ship product and
the customer is able to receive such product and put it into service without
Ciprico assistance.  The costs related to
any warranty claims on the product are described and disclosed in Item 7, page 19
of Form 10-K.

In addition, the customer has the option to
enter into a separate service contract (which includes spare parts program and
maintenance agreements). This arrangement and the revenue recognition related
to it is described and disclosed in Item 7, page 19 of Form 10-K.

4.               As noted in point 3
immediately above the spare parts program (including “hot spares” where parts
are provided to the customer within 24 hours) is a feature of the service
contract and the revenue recognition policy for these programs is noted in Item
7, page 19 of Form 10-K.

5.               Prior to the time
the Form 8-K/A was filed on March 31, 2005 we considered the
calculations called for in Rule 3-05 (b) and 1-02 (w) of Regulation
S-X.  The calculations showed that the
Huge Systems assets ($1,259,000) as of January 31, 2005 (date of
acquisition) would represent approximately 5% of Ciprico’s total assets
($25,162,000).  In addition, Huge Systems, Inc.
pretax loss of $250,000 (2003) represents 3% of Ciprico’s loss ($7,378,000) and
the investment in sub (total purchase price $1.6 million fixed and an estimate
of $1.2 million in contingent consideration) represented 11% of Ciprico’s total
assets.  Based on these calculations, as
set forth in Regulation S-X Rule 3-05(b), no financial statements were
required to be filed because none of the conditions set forth in Regulation S-X
Rule 1-02(w) exceeded 20%.

Further, it should be noted that the actual
results for the first four months ($671,000 of gross profit for Huge Systems
related products) indicate the contingent consideration will most likely be
substantially less than the $1.2 million used in our earlier calculations noted
above.

We acknowledge that: Ciprico Inc. is responsible for the adequacy and
accuracy of the disclosure in the filing; 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 Ciprico Inc. 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.

We are available and willing to discuss any of these items with members
of your staff.  My direct line is 763-551-4016.

Regards,

  /s/ Monte S. Johnson

  Monte S. Johnson

  Vice President – Finance & Chief
  Financial Officer

  Cc:

  Mr. James W. Hansen, Chief Executive
  Officer