SEC Comment Letter for MIVA, INC. (CIK 0001094808) — Jun 22, 2005
MIVA, INC. (CIK 0001094808)
Date: June 22, 2005 · CIK: 0001094808 · Accession: 0000000000-05-031562
AI Filing Summary & Sentiment
File numbers found in text: 000-34028
Letter
Mail Stop 4561 June 17, 2005 VIA U.S. MAIL AND FAX (239) 561-7224 Mr. Kenneth S. Cragun Interim Chief Financial Officer FindWhat.com, Inc. 5220 Summerlin Commons Boulevard, Suite 500 Fort Myers, FL 33907
Re: FindWhat.com, Inc. Form 10-K/A for the Year Ended December 31, 2004 Filed May 2, 2005 File No. 000-34028
Dear Mr. Cragun:
We have reviewed your June 10, 2005 response letter and have the following 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 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/A for the year ended December 31, 2004
Financial Statements and Notes
Note C - Mergers and Acquisitions, pages F-16 to F-20
Miva, page F-16 to F-17
1. Please disclose to us the turnover rate you assumed in your 15 year cash flow valuation, and the basis for this assumption including the number of hosting companies with whom you have relationships and their operating history. Address how such factors as the success rate of small to medium sized companies that comprise your customer base, as well as use of your product and services in an emerging and competitive market, impacts and was considered in the ability of the hosting company to achieve the level of operating performance necessary to provide the net revenues assumed in your valuation. Also, explain how you considered Miva`s short operating history in your determination of useful life.
Finally, please tell us whether using an amortization methodology correlated to the projected cash flows, net of turnovers, has a significant impact when compared to the straight-line methodology.
2. Tell us how you grouped your customer relationships and how you evaluate them for impairment. Does each hosting company, customer or class of customer represent an asset group? Are your revenues from the hosting company based on a fixed fee or the volume and price of your service purchased by the end-user? Also, tell us whether any hosting companies have not renewed their contract and how that impacted the valuation and amortization of the asset.
You may contact Matthew Dowling, Staff Accountant, at (202) 551-3467 or me at (202) 551-3403 if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
Show Raw Text
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<TEXT>
Mail Stop 4561
June 17, 2005
VIA U.S. MAIL AND FAX (239) 561-7224
Mr. Kenneth S. Cragun
Interim Chief Financial Officer
FindWhat.com, Inc.
5220 Summerlin Commons Boulevard, Suite 500
Fort Myers, FL 33907
Re: FindWhat.com, Inc.
Form 10-K/A for the Year Ended December 31, 2004
Filed May 2, 2005
File No. 000-34028
Dear Mr. Cragun:
We have reviewed your June 10, 2005 response letter and have
the following 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 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/A for the year ended December 31, 2004
Financial Statements and Notes
Note C - Mergers and Acquisitions, pages F-16 to F-20
Miva, page F-16 to F-17
1. Please disclose to us the turnover rate you assumed in your 15
year cash flow valuation, and the basis for this assumption
including
the number of hosting companies with whom you have relationships
and
their operating history. Address how such factors as the success
rate of small to medium sized companies that comprise your
customer
base, as well as use of your product and services in an emerging
and
competitive market, impacts and was considered in the ability of
the
hosting company to achieve the level of operating performance
necessary to provide the net revenues assumed in your valuation.
Also, explain how you considered Miva`s short operating history in
your determination of useful life.
Finally, please tell us whether using an amortization methodology
correlated to the projected cash flows, net of turnovers, has a
significant impact when compared to the straight-line methodology.
2. Tell us how you grouped your customer relationships and how you
evaluate them for impairment. Does each hosting company, customer
or
class of customer represent an asset group? Are your revenues
from
the hosting company based on a fixed fee or the volume and price
of
your service purchased by the end-user? Also, tell us whether any
hosting companies have not renewed their contract and how that
impacted the valuation and amortization of the asset.
You may contact Matthew Dowling, Staff Accountant, at (202)
551-3467 or me at (202) 551-3403 if you have questions. Please
respond to the comments included in this letter within ten
business
days or tell us when you will provide us with a response. Please
file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
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Mr. Kenneth S. Cragun
FindWhat.com, Inc.
June 17, 2005
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