SEC Comment Letter for CFC INTERNATIONAL INC (CIK 0000949859) — Jun 1, 2005
CFC INTERNATIONAL INC (CIK 0000949859)
Date: June 1, 2005 · CIK: 0000949859 · Accession: 0000000000-05-026892
AI Filing Summary & Sentiment
Referenced dates: May 6, 2005
Letter
VIA FACSIMILE AND U.S. MAIL May 31, 2005 Dennis W. Lakomy Executive Vice President and Chief Financial Officer CFC International, Inc. 500 State Street Chicago Heights, Illinois 60411
RE: Form 10-K for the fiscal year ended December 31, 2004 Form 10-Q/A for the period ended March 31, 2005 File No. 0-27222
Dear Mr. Lakomy:
We have reviewed your letter dated May 6, 2005 and have the following comments. Where indicated, we think you should revise your disclosures 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. 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 phone numbers listed below.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. With the exception of the comments below that specifically request an amendment, all other revisions may be included in your future filings.
Management`s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 23
2. We read your response to comment 2. However, we noted that only the incentive payment under research and development for 2004 was quantified. Please confirm that this was the only incremental change that was practical to quantify. Otherwise, please quantify your increase in the gift card business under net sales, your lower direct labor costs under costs of goods sold and your cost of living adjustments under research and development expenses. Please quantify each business reason where practical. Refer to Item 303(a)(3) of Regulation S-K and Financial Reporting Codification 501.04.
SFAS No. 123, page 45
3. We have read your response to comment 8. Please specifically disclose the line item for the stock-based employee compensation cost, net of related tax effects, included in the determination of net income as reported. See paragraph 4.c(2) of SFAS 123 as amended by SFAS 148.
FORM 10-Q/A FOR THE PERIOD ENDED MARCH 31, 2005
Comment applicable to your overall filing
4. Please address the above comments in your interim filings as well.
Item 4. Controls and Procedures
5. You indicated that under the supervision and with the participation of your management, including the CEO and CFO, you conducted an evaluation of the overall effectiveness of your disclosure controls and procedures. However, it does not appear that your certifying officers have reached a conclusion that your disclosure controls and procedures are effective. Please amend your Form 10-Q for the period ended March 31, 2005 to state in clear and unqualified language, the conclusions reached by your CEO and CFO on the effectiveness of your disclosure controls and procedures. Please also indicate whether there were any significant changes in your internal control over financial reporting for the quarter ended March 31, 2005. See Items 307 and 308 of Regulation S-K. In doing so, please refile the entire Form 10-Q/A, along with updated certifications.
Exhibits 31.1 and 31.2
6. Please revise your certifications to reference the Form 10-Q/A for the quarter ended March 31, 2005.
* * * *
Please respond to these comments within 10 business days, or tell us when you will provide us with a response. Please provide us with a supplemental response letter that keys your responses to our comments and provides any requested supplemental information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Ernest Greene, Staff Accountant, at (202) 551-3733 or, in his absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
Show Raw Text
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<TEXT>
VIA FACSIMILE AND U.S. MAIL
May 31, 2005
Dennis W. Lakomy
Executive Vice President and Chief Financial Officer
CFC International, Inc.
500 State Street
Chicago Heights, Illinois 60411
RE: Form 10-K for the fiscal year ended December 31, 2004
Form 10-Q/A for the period ended March 31, 2005
File No. 0-27222
Dear Mr. Lakomy:
We have reviewed your letter dated May 6, 2005 and have the
following comments. Where indicated, we think you should revise
your
disclosures 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. 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 phone numbers
listed below.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like. With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 23
2. We read your response to comment 2. However, we noted that
only
the incentive payment under research and development for 2004 was
quantified. Please confirm that this was the only incremental
change
that was practical to quantify. Otherwise, please quantify your
increase in the gift card business under net sales, your lower
direct
labor costs under costs of goods sold and your cost of living
adjustments under research and development expenses. Please
quantify
each business reason where practical. Refer to Item 303(a)(3) of
Regulation S-K and Financial Reporting Codification 501.04.
SFAS No. 123, page 45
3. We have read your response to comment 8. Please specifically
disclose the line item for the stock-based employee compensation
cost, net of related tax effects, included in the determination of
net income as reported. See paragraph 4.c(2) of SFAS 123 as
amended
by SFAS 148.
FORM 10-Q/A FOR THE PERIOD ENDED MARCH 31, 2005
Comment applicable to your overall filing
4. Please address the above comments in your interim filings as
well.
Item 4. Controls and Procedures
5. You indicated that under the supervision and with the
participation of your management, including the CEO and CFO, you
conducted an evaluation of the overall effectiveness of your
disclosure controls and procedures. However, it does not appear
that
your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective. Please amend
your
Form 10-Q for the period ended March 31, 2005 to state in clear
and
unqualified language, the conclusions reached by your CEO and CFO
on
the effectiveness of your disclosure controls and procedures.
Please
also indicate whether there were any significant changes in your
internal control over financial reporting for the quarter ended
March
31, 2005. See Items 307 and 308 of Regulation S-K. In doing so,
please refile the entire Form 10-Q/A, along with updated
certifications.
Exhibits 31.1 and 31.2
6. Please revise your certifications to reference the Form 10-Q/A
for
the quarter ended March 31, 2005.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
If you have any questions regarding these comments, please
direct them to Ernest Greene, Staff Accountant, at (202) 551-3733
or,
in his absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. Dennis W. Lakomy
May 31, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
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