SEC Company Response from VARSITY GROUP INC (CIK 0001069502) — Nov 3, 2005
VARSITY GROUP INC (CIK 0001069502)
Date: Nov. 3, 2005 · CIK: 0001069502 · Accession: 0001193125-05-215305
AI Filing Summary & Sentiment
File numbers found in text: 000-28977
Referenced dates: June 29, 2005
Letter
Correspondence Letter
Via EDGAR Submission
November 2, 2005
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention:
David DiGiacomo
Robyn Manuel
Re:
Varsity Group, Inc.
File No. 000-28977
Form 8-K Filed June 1, 2005
Ladies and Gentlemen:
Per your request, we are providing the following supplemental information as it relates to measurement tests for the significance test under Rule 3-05.
All amounts are expressed in thousands of dollars.
(1) Investment Test. Varsity’s consolidated balance sheet for the year ended December 31, 2004 reflects total assets of $30,712, resulting in a 20% measurement threshold for Rule 3-05 purposes of $6,142.
In our letter dated June 29, 2005 we explained that Varsity’s investment in Campus Outfitters was less than the $6,142 and provided a schedule of the investment allocation.
(2) Total Assets. Historical assets measurement. In response to your subsequent inquiry regarding a total asset comparison at year end, based upon the financial statements and tax returns provided by Campus Outfitters it reported $1,290 of total assets as of December 31, 2004.
(3) Income from Continuing Operations. In our letter dated June 29, 2005 we noted that Varsity’s consolidated income from operations was $2,761 for the year ended December 31, 2004, resulting in a threshold for 3-05 purposes of $552. Based on the financial statements and tax returns provided by Campus Outfitters, its consolidated income from operations for the year ended December 31, 2004 was $111K. Pre tax income, which included $70K of interest expense, was $41K for the year ended December 31, 2004.
Page 2 of 2
Securities and Exchange Commission
Consistent with our comments above and earlier correspondence, Varsity has concluded that the transaction does not meet any of the thresholds contained in Rule 3-05 and, accordingly, historical financial statements and pro forma financial statements are not required.
Should the Staff have any further questions or comments regarding this matter, please call me directly at (202) 349-1212.
Regards,
Jack Benson
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CORRESP 1 filename1.htm Correspondence Letter Via EDGAR Submission November 2, 2005 Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: David DiGiacomo Robyn Manuel Re: Varsity Group, Inc. File No. 000-28977 Form 8-K Filed June 1, 2005 Ladies and Gentlemen: Per your request, we are providing the following supplemental information as it relates to measurement tests for the significance test under Rule 3-05. All amounts are expressed in thousands of dollars. (1) Investment Test. Varsity’s consolidated balance sheet for the year ended December 31, 2004 reflects total assets of $30,712, resulting in a 20% measurement threshold for Rule 3-05 purposes of $6,142. In our letter dated June 29, 2005 we explained that Varsity’s investment in Campus Outfitters was less than the $6,142 and provided a schedule of the investment allocation. (2) Total Assets. Historical assets measurement. In response to your subsequent inquiry regarding a total asset comparison at year end, based upon the financial statements and tax returns provided by Campus Outfitters it reported $1,290 of total assets as of December 31, 2004. (3) Income from Continuing Operations. In our letter dated June 29, 2005 we noted that Varsity’s consolidated income from operations was $2,761 for the year ended December 31, 2004, resulting in a threshold for 3-05 purposes of $552. Based on the financial statements and tax returns provided by Campus Outfitters, its consolidated income from operations for the year ended December 31, 2004 was $111K. Pre tax income, which included $70K of interest expense, was $41K for the year ended December 31, 2004. Page 2 of 2 Securities and Exchange Commission Consistent with our comments above and earlier correspondence, Varsity has concluded that the transaction does not meet any of the thresholds contained in Rule 3-05 and, accordingly, historical financial statements and pro forma financial statements are not required. Should the Staff have any further questions or comments regarding this matter, please call me directly at (202) 349-1212. Regards, Jack Benson Chief Financial Officer