SEC Comment Letter for Gener8xion Entertainment, Inc. (CIK 0000803034) — May 4, 2005
Gener8xion Entertainment, Inc. (CIK 0000803034)
Date: May 4, 2005 · CIK: 0000803034 · Accession: 0000000000-05-021645
AI Filing Summary & Sentiment
File numbers found in text: 001-11112
Letter
May 4, 2005 Via US Mail and Facsimile Thomas Severson Chief Financial Officer American Media Operations, Inc. 1000 American Media Way Boca Raton, Florida 33464
Re: American Media Operations, Inc Form 10-K for the Year Ended March 29, 2004 Commission File Number: 001-11112
Dear Mr. Severson:
We have reviewed your April 26, 2005 response letter and have the following comments. Where expanded or revised disc losure is requested, you may co mply with these comments in future filings. If you disagree, we will consid er your explanation as to why our comments are inapplicable or a revision is unnecessary. We also ask you to provide us with supplemental information so we may better understand your disclosu re. Please be as deta iled as necessary in your explanation. We look forward to working with you in these resp ects and welcome any questions you may have about any aspects of our review.
* * * * * * * * * * *
1. Refer to our previous comment 1. Please provide us with a copy of the debt agreement containing the EBITDA covenant as support for inclusion of debt covenant EBITDA as suggested in your previous response.
2. Refer to our previous comment 8. Please expand your disclosure to include a discussion of the amounts in question similar to that include d in your previous resp onse as your current disclosure regarding both the recapitalization and the Weider acquisition are unclear as to the amounts included in your Statement of Cash Flows.
3. Refer to our previous comment 13. Given the nature of your business and the terms of your return policies, disclosures regarding the me thods by which you estimate sales and returns should be significantly expanded in the Critical Accounting Polic ies and Estimates section of your MD&A. Refer to Section V of Re lease No. 33-8350 and to our 2002 Critical Accounting Policies Proposal for guidance and revise. Please note that this guidance
American M edia Operations May 4, 2005 Page 2
suggests an analysis of uncertain ties, a discussion of past ac curacy and of potential changes in estimates and assumptions and an analysis of sensitivity to change, as appropriate.
* * * * * * * * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amen dment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters gr eatly facilitate our review. Please understand that we may have additional co mments after reviewing your am endment and responses to our comments.
We urge all persons who are responsible fo r the accuracy and adequa cy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they ar e 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 disclo sure 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
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advi sed that the Division of Enforcement has access to all information you provide to the staff of the Divisi on of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551- 3347 if you have questions regarding comments on the financial stat ements and related matters. Please contact me at 202-551-3816 with any other questions.
S i n c e r e l y ,
J o s e p h F o t i Senior Assistant Chief Accountant
Show Raw Text
May 4, 2005
Via US Mail and Facsimile
Thomas Severson
Chief Financial Officer
American Media Operations, Inc.
1000 American Media Way
Boca Raton, Florida 33464
Re: American Media Operations, Inc
Form 10-K for the Year Ended March 29, 2004
Commission File Number: 001-11112
Dear Mr. Severson:
We have reviewed your April 26, 2005 response letter and have the following comments.
Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings. If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary. We also ask you to provide us with supplemental
information so we may better understand your disclosu re. Please be as deta iled as necessary in
your explanation. We look forward to working with you in these resp ects and welcome any
questions you may have about any aspects of our review.
* * * * * * * * * * *
1. Refer to our previous comment 1. Please provide us with a copy of the debt agreement
containing the EBITDA covenant as support for inclusion of debt covenant EBITDA as
suggested in your previous response.
2. Refer to our previous comment 8. Please expand your disclosure to include a discussion of
the amounts in question similar to that include d in your previous resp onse as your current
disclosure regarding both the recapitalization and the Weider acquisition are unclear as to the amounts included in your Statement of Cash Flows.
3. Refer to our previous comment 13. Given the nature of your business and the terms of your
return policies, disclosures regarding the me thods by which you estimate sales and returns
should be significantly expanded in the Critical Accounting Polic ies and Estimates section of
your MD&A. Refer to Section V of Re lease No. 33-8350 and to our 2002 Critical
Accounting Policies Proposal for guidance and revise. Please note that this guidance
American M edia Operations
May 4, 2005
Page 2
suggests an analysis of uncertain ties, a discussion of past ac curacy and of potential changes
in estimates and assumptions and an analysis of sensitivity to change, as appropriate.
* * * * * * * * * * *
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response. You may wish to provide us
with marked copies of the amen dment to expedite our review. Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested
supplemental information. Detailed cover letters gr eatly facilitate our review. Please understand
that we may have additional co mments after reviewing your am endment and responses to our
comments.
We urge all persons who are responsible fo r the accuracy and adequa cy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision. Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e 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 disclo sure 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
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advi sed that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.
You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551-
3347 if you have questions regarding comments on the financial stat ements and related matters.
Please contact me at 202-551-3816 with any other questions.
S i n c e r e l y ,
J o s e p h F o t i
Senior Assistant Chief Accountant