SEC Comment Letter for HUNGARIAN TELEPHONE & CABLE CORP (CIK 0000889949) — Apr 11, 2005
HUNGARIAN TELEPHONE & CABLE CORP (CIK 0000889949)
Date: April 11, 2005 · CIK: 0000889949 · Accession: 0000000000-05-017505
AI Filing Summary & Sentiment
File numbers found in text: 001-11484
Letter
Via U.S. Mail and Fax (206- 652-2911) Ole Bertram President and Chief Executive Officer Hungarian Telephone & Cable Corp 1201 Third Avenue, Suite 3400 Seattle, WA 98101 File No. 001-11484
Re: Hungarian Telephone & Cable Corp Form 10-K for the year ended December 31, 2004 Filed March 30, 2005
Dear Mr. Bertram:
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. Please address the following comments in future filings. If you disagree, we will consider your explanation as to why our comment is inapplicable or a future 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.
Form 10-K for the year ending December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 32
1. Refer to your discussion of the Recovery of Goodwill. You should provide a discussion of the assumptions and approach used at arriving at the fair value of each of the Hungarotel Operating Areas and how the impairment test could change if different estimates or assumptions are used. Also, since critical accounting estimates and assumptions are based on matters that are highly uncertain, you should analyze their specific sensitivity to change, based on other outcomes that are reasonably likely to occur and would have a material effect.
Revise your disclosures to provide a sensitivity analysis for this critical accounting policy and for the other items identified in this section as being critical in the preparation of your consolidated financial statements. For additional guidance, refer to our Release No. 33-8350, "Commission Guidance Regarding Management`s Discussion and Analysis of Financial Condition and Results of Operations," located on our website at: http://www.sec.gov/rules/interp/33- 8350.htm.
Recovery of Goodwill
2. To help us understand how you perform the annual goodwill impairment test please provide us with a detail discussion of the first and second methods as carried out in your evaluation. In addition, confirm how many reporting units you have for purposes of performing the annual impairment test.
Item 9A. Controls and Procedures, page 51
3. Confirm in your response letter that the controls and procedures referenced in this section include controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer`s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Refer to Rule 13a-15(e) under the Exchange Act. Similarly revise this section in future filings or simply state that your disclosure controls and procedures are effective.
Consolidated Balance Sheets, page F-3
4. We refer to your disclosure on page F-19 with regard to your deferred tax asset and liability balances. Please note that is not appropriate to present these balances as a `net amount` in the Balance Sheet Statement. Refer to paragraph 41 of SFAS 109.
Consolidated Statements of Operations, page F-4
5. Revise your presentation of operating expenses to comply with Rule 5-03 (b) 2 of Regulation S-X. It appears you should present operating expenses separate from maintenance expenses.
6. In addition, since it appears as it is presented that the caption "Operating and Maintenance Expenses" excludes depreciation and amortization for property and equipment that directly attributed to the generation of revenue. Revise to comply with SAB Topic 11: B.
* * * *
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.
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 Al Rodriguez, Staff Accountant, at (202) 824- 5497 or Ivette Leon, Assistant Chief Accountant, at (202) 942-1982 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 942-1990 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
??
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 04-07 April 11,
2005
Via U.S. Mail and Fax (206- 652-2911)
Ole Bertram
President and Chief Executive Officer
Hungarian Telephone & Cable Corp
1201 Third Avenue, Suite 3400
Seattle, WA 98101
Re: Hungarian Telephone & Cable Corp
Form 10-K for the year ended December 31, 2004
Filed March 30, 2005
File No. 001-11484
Dear Mr. Bertram:
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. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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.
Form 10-K for the year ending December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Critical Accounting Policies, page 32
1. Refer to your discussion of the Recovery of Goodwill. You
should
provide a discussion of the assumptions and approach used at
arriving
at the fair value of each of the Hungarotel Operating Areas and
how
the impairment test could change if different estimates or
assumptions are used. Also, since critical accounting estimates
and
assumptions are based on matters that are highly uncertain, you
should analyze their specific sensitivity to change, based on
other
outcomes that are reasonably likely to occur and would have a
material effect.
Revise your disclosures to provide a sensitivity analysis for this
critical accounting policy and for the other items identified in
this
section as being critical in the preparation of your consolidated
financial statements. For additional guidance, refer to our
Release
No. 33-8350, "Commission Guidance Regarding Management`s
Discussion
and Analysis of Financial Condition and Results of Operations,"
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.
Recovery of Goodwill
2. To help us understand how you perform the annual goodwill
impairment test please provide us with a detail discussion of the
first and second methods as carried out in your evaluation. In
addition, confirm how many reporting units you have for purposes
of
performing the annual impairment test.
Item 9A. Controls and Procedures, page 51
3. Confirm in your response letter that the controls and
procedures
referenced in this section include controls and procedures
designed
to ensure that information required to be disclosed by an issuer
in
the reports that it files or submits under the Act is accumulated
and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure. Refer to Rule 13a-15(e) under the Exchange
Act.
Similarly revise this section in future filings or simply state
that
your disclosure controls and procedures are effective.
Consolidated Balance Sheets, page F-3
4. We refer to your disclosure on page F-19 with regard to your
deferred tax asset and liability balances. Please note that is
not
appropriate to present these balances as a `net amount` in the
Balance Sheet Statement. Refer to paragraph 41 of SFAS 109.
Consolidated Statements of Operations, page F-4
5. Revise your presentation of operating expenses to comply with
Rule
5-03 (b) 2 of Regulation S-X. It appears you should present
operating expenses separate from maintenance expenses.
6. In addition, since it appears as it is presented that the
caption
"Operating and Maintenance Expenses" excludes depreciation and
amortization for property and equipment that directly attributed
to
the generation of revenue. Revise to comply with SAB Topic 11: B.
* * * *
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.
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 Al Rodriguez, Staff Accountant, at (202)
824-
5497 or Ivette Leon, Assistant Chief Accountant, at (202) 942-1982
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 942-1990 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
??
??
??
??
Ole Bertram
Hungarian Telephone & Cable Corp
April 11, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>