SEC Comment Letter for EASYLINK SERVICES CORP (CIK 0001081661) — Aug 26, 2005
EASYLINK SERVICES CORP (CIK 0001081661)
Date: Aug. 26, 2005 · CIK: 0001081661 · Accession: 0000000000-05-044500
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Mail Stop 4561
August 26, 2005
Mr. Michael A. Doyle
Chief Financial Officer
Easylink Services Corporation
33 Knightsbridge Road
Piscataway, NJ 08854
Re: Easylink Services Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Form 10-Q for Fiscal Quarter Ended March 31, 2005
File No. 0-26371
Dear Mr. Doyle:
We have reviewed your filings and have the following
comments.
In our comments, we ask you to provide us with information so we
may
better understand your disclosure. Please be as detailed as
necessary in your explanation. After reviewing this information,
we
may 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
filings.
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 10K for the Fiscal Year Ended December 31, 2004
Item 7A Quantitative and Qualitative Disclosures about Market
Risk,
page 35
1. Please tell us how you considered the disclosure requirements
of
Item 3-05 of Regulation S-K with respect to your fixed rate and
variable rate debt, as there is fair value risk associated with
the
first and cash flow risk related to the second.
Note 1 Summary of Operations and Significant Accounting Policies
(L) Revenue Recognition, page 48
2. We note from your disclosures on page 7 that you offer customer
support. Please tell us if the customer support is included in
your
customer`s contracts. If so, explain your accounting to us for
these
multiple element arrangements. Refer to EITF 00-21.
Note 2 Sale of Businesses/Mailwatch Service Line, page 52
3. Please explain to us your consideration of SFAS 144 regarding
the
reporting of the sale of the Mailwatch Service Line in 2004 in
continuing operations.
Note 3 Sale of Internet Domain Names, page 52
4. Please tell us the accounting literature you used to support
the
recognition of gain from the sale of the internet domain name
portfolio in 2004. Also, provide us information that supports the
following:
* The sales price is reasonable and objectively supportable.
* The buyer is independent and has economic substance.
* You are not required to support the property sold.
In addition, please tell us how you will report the subsequent
revenue you will receive from the domain names and refer us to the
accounting literature that supports this treatment.
5. Please explain to us your consideration of SFAS 144 regarding
the
reporting of the sale of the internet domain name portfolio in
2004
in continuing operations.
Note 10 Related Party Transactions, page 57
6. We note the conversion of debt into shares of class A common
stock
for the debt held by Federal Partners and George Abi Zeid. Please
tell us how each transaction was accounted for and what accounting
literature you used to support your conclusions.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3414 if you have questions.
Sincerely,
Jorge Bonilla
Senior Staff Accountant
Mr. Michael A. Doyle
Easylink Services Corporation
August 26, 2005
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