SEC Comment Letter for MAMMA COM INC (CIK 0000839435) — Sep 6, 2005
MAMMA COM INC (CIK 0000839435)
Date: Sept. 6, 2005 · CIK: 0000839435 · Accession: 0000000000-05-046063
AI Filing Summary & Sentiment
File numbers found in text: 000-17164
Letter
Mail Stop 3561 September 6, 2005 Mr. Daniel Bertrand Executive Vice President and Chief Financial Officer Mamma.com Inc. 388 St. Jacques Street West 9th Floor Montreal, Quebec Canada, H2Y 1S1
RE: Mamma.com Inc. Form 20-F for Fiscal Year Ended December 31, 2004 File No. 000-17164
Dear Mr. Bertrand:
We have reviewed the above referenced filings and have the following comments. We have limited our review to only your financial statements and related disclosures and will make no further review of your documents. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934. Where indicated, we think you should revise your documents 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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. 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 listed at the end of this letter.
Income taxes (recovery), page 45
1. Your income taxes (recovery) discussion for 2003 and 2002 includes only your media solutions segment. We note that beginning in 2004, you operate in only one business segment. Please revise your discussion to reflect your current operating structure.
Risks and uncertainties, page 48
2. Refer to your discussion of the class action lawsuit filed against you. Revise your disclosure to provide a range of potential liability.
Period-to-Period Comparisons, page 58
3. Refer to your quarterly financial highlights for 2003 which are labeled as "restated". Please clarify for readers what restatement you are referring to here.
28 United States generally accepted accounting principles, page
4. We note that you adopted the fair value method of accounting for stock based compensation for both U.S. and Canadian GAAP during 4th quarter of 2003, retroactive to 1/1/03. Based on your disclosures on page 136, you had used the intrinsic value method under U.S. GAAP prior to 2003. It is unclear however, how you accounted for stock based compensation under Canadian GAAP prior to 2003. Your reconciling item on page 134 appears to show a favorable adjustment in 2002 reconciling from Canadian to U.S. GAAP treatment of stock- based compensation. Please clarify what accounting method you used for stock-based compensation under Canadian GAAP prior to 2003.
5. Refer to your reconciliation table on page 134. It appears that reconciling items are presented net of taxes. Revise your reconciliation to reflect gross presentation of all reconciling items.
6. Refer to your discussion of non-refundable tax credits on page 137. Please revise to present the tax credits in the table on page 134 as reduction of your provision for income taxes, as an adjustment for determining earnings (loss) from continuing operations in accordance with U.S. GAAP.
7. Refer to your discussion of property, plant and equipment on pages 107 and 128 where you show that amounts are recorded at cost less applicable tax credits. Tell us how you determined this was permitted under U.S. GAAP or provide appropriate discussion and reconciliation to U.S. GAAP.
29 Subsequent events, page 137
8. We note it is your intention, under Canadian GAAP, to reverse in 2005 stock based compensation expense recognized in 2004. Please explain to us how you will account for the cancellation of stock options in 2005 for U.S. GAAP reporting purposes. Tell us if you intend to reverse previously recognized compensation expense for U.S. GAAP reporting purposes and, if so, justify this accounting to us. You should refer us in your response to any US accounting literature that supports your accounting.
* * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested supplemental information. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are 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 disclosure in the filings;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Kenya Wright, Staff Accountant, at (202) 551-3373 or Robert S. Littlepage Jr., Accountant Branch Chief, at (202) 551- if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3810 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Show Raw Text
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<TEXT>
Mail Stop 3561
September 6, 2005
Mr. Daniel Bertrand
Executive Vice President
and Chief Financial Officer
Mamma.com Inc.
388 St. Jacques Street West
9th Floor
Montreal, Quebec
Canada, H2Y 1S1
RE: Mamma.com Inc.
Form 20-F for Fiscal Year Ended December 31, 2004
File No. 000-17164
Dear Mr. Bertrand:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Where indicated, we think
you
should revise your documents 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 supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
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
listed
at the end of this letter.
Income taxes (recovery), page 45
1. Your income taxes (recovery) discussion for 2003 and 2002
includes
only your media solutions segment. We note that beginning in
2004,
you operate in only one business segment. Please revise your
discussion to reflect your current operating structure.
Risks and uncertainties, page 48
2. Refer to your discussion of the class action lawsuit filed
against
you. Revise your disclosure to provide a range of potential
liability.
Period-to-Period Comparisons, page 58
3. Refer to your quarterly financial highlights for 2003 which are
labeled as "restated". Please clarify for readers what
restatement
you are referring to here.
28 United States generally accepted accounting principles, page
133
4. We note that you adopted the fair value method of accounting
for
stock based compensation for both U.S. and Canadian GAAP during
4th
quarter of 2003, retroactive to 1/1/03. Based on your disclosures
on
page 136, you had used the intrinsic value method under U.S. GAAP
prior to 2003. It is unclear however, how you accounted for stock
based compensation under Canadian GAAP prior to 2003. Your
reconciling item on page 134 appears to show a favorable
adjustment
in 2002 reconciling from Canadian to U.S. GAAP treatment of stock-
based compensation. Please clarify what accounting method you used
for stock-based compensation under Canadian GAAP prior to 2003.
5. Refer to your reconciliation table on page 134. It appears
that
reconciling items are presented net of taxes. Revise your
reconciliation to reflect gross presentation of all reconciling
items.
6. Refer to your discussion of non-refundable tax credits on page
137. Please revise to present the tax credits in the table on
page
134 as reduction of your provision for income taxes, as an
adjustment
for determining earnings (loss) from continuing operations in
accordance with U.S. GAAP.
7. Refer to your discussion of property, plant and equipment on
pages
107 and 128 where you show that amounts are recorded at cost less
applicable tax credits. Tell us how you determined this was
permitted under U.S. GAAP or provide appropriate discussion and
reconciliation to U.S. GAAP.
29 Subsequent events, page 137
8. We note it is your intention, under Canadian GAAP, to reverse
in
2005 stock based compensation expense recognized in 2004. Please
explain to us how you will account for the cancellation of stock
options in 2005 for U.S. GAAP reporting purposes. Tell us if you
intend to reverse previously recognized compensation expense for
U.S.
GAAP reporting purposes and, if so, justify this accounting to us.
You should refer us in your response to any US accounting
literature
that supports your accounting.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
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
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kenya Wright, Staff Accountant, at (202) 551-3373
or
Robert S. Littlepage Jr., Accountant Branch Chief, at (202) 551-
3361
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 551-3810 with any
other questions.
Sincerely,
Larry Spirgel
Assistant Director
??
??
??
??
Mr. Daniel Bertrand
Mamma.com Inc.
September 6, 2005
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