SEC Comment Letter for VALLEY NATIONAL GASES INC (CIK 0001030715) — Feb 14, 2005
VALLEY NATIONAL GASES INC (CIK 0001030715)
Date: Feb. 14, 2005 · CIK: 0001030715 · Accession: 0000000000-05-007304
AI Filing Summary & Sentiment
Referenced dates: February 11, 2005
Letter
via U.S. mail and facsimile Mr. James P. Hart Acting Chief Financial Officer Valley National Gases, Inc. 200 West Beau Street, Suite 200 Washington, PA 15301 File No. 1-15191
RE: Form 10-K for the fiscal year ended June 30, 2004 Form 10-Q for the quarter ended September 30, 2004
Dear Mr. Hart:
We have reviewed your letter dated February 11, 2005 and have the following comments. If you disagree with a comment, 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.
FORM 10-K FOR THE YEAR ENDED JUNE 30, 2004
Comments 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. These revisions should be included in your future filings.
Contractual Obligations, page 18
2. We have reviewed your response to comment 3. We continue to believe that the estimated payments on your debt and the payments you are obligated to make under your interest rate swap agreement should be included in your table of contractual obligations. Please revise your table and disclose any assumptions you made to derive these amounts.
Financial Statements
3. Please present comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Your presentation of this information in your footnotes on page F-10 does not meet this requirement. See paragraph 22 of SFAS 130.
Consolidated Statements of Operations, page F-4
4. We have reviewed your response to comment 6. In future filings, please revise your presentation of the gain (loss) on disposal of assets to comply with paragraph 45 of SFAS 144. This presentation should apply for all periods subsequent to your adoption of SFAS 144.
Note 9 - Lease Obligations, page F-17
5. We have reviewed your response to comment 11. Your response specifically addressed escalation clauses, but there was no discussion over step rent provisions, capital improvement funding and any other lease concessions which may be present in your leases. Please disclose if your leases have any step rent provisions, capital improvement funding and any other lease concessions, and how you account for these items. In addition, please tell us the quantitative impact, as well as the cumulative impact, on each quarter during the last three years and any subsequent interim period had you accounted for your leases in accordance with SFAS 13 and FTB 88-1 from the inception of each lease.
* * * *
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 Jeffrey Gordon, Staff Accountant, at (202) 824-5685 or, in his absence, to the undersigned at (202) 942-1774.
Sincerely,
Rufus Decker
Accounting Branch Chief
Show Raw Text
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<TEXT>
Mail Stop 0510
February 14, 2005
via U.S. mail and facsimile
Mr. James P. Hart
Acting Chief Financial Officer
Valley National Gases, Inc.
200 West Beau Street, Suite 200
Washington, PA 15301
RE: Form 10-K for the fiscal year ended June 30, 2004
Form 10-Q for the quarter ended September 30, 2004
File No. 1-15191
Dear Mr. Hart:
We have reviewed your letter dated February 11, 2005 and
have
the following comments. If you disagree with a comment, 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.
FORM 10-K FOR THE YEAR ENDED JUNE 30, 2004
Comments 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. These revisions should be
included in your future filings.
Contractual Obligations, page 18
2. We have reviewed your response to comment 3. We continue to
believe that the estimated payments on your debt and the payments
you
are obligated to make under your interest rate swap agreement
should
be included in your table of contractual obligations. Please
revise
your table and disclose any assumptions you made to derive these
amounts.
Financial Statements
3. Please present comprehensive income and its components in a
financial statement that is displayed with the same prominence as
other financial statements. Your presentation of this information
in
your footnotes on page F-10 does not meet this requirement. See
paragraph 22 of SFAS 130.
Consolidated Statements of Operations, page F-4
4. We have reviewed your response to comment 6. In future
filings,
please revise your presentation of the gain (loss) on disposal of
assets to comply with paragraph 45 of SFAS 144. This presentation
should apply for all periods subsequent to your adoption of SFAS
144.
Note 9 - Lease Obligations, page F-17
5. We have reviewed your response to comment 11. Your response
specifically addressed escalation clauses, but there was no
discussion over step rent provisions, capital improvement funding
and
any other lease concessions which may be present in your leases.
Please disclose if your leases have any step rent provisions,
capital
improvement funding and any other lease concessions, and how you
account for these items. In addition, please tell us the
quantitative impact, as well as the cumulative impact, on each
quarter during the last three years and any subsequent interim
period
had you accounted for your leases in accordance with SFAS 13 and
FTB
88-1 from the inception of each lease.
* * * *
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 Jeffrey Gordon, Staff Accountant, at (202) 824-5685
or, in his absence, to the undersigned at (202) 942-1774.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Mr. James P. Hart
February 14, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
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