SEC Comment Letter for BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713) (NXH) — Aug 3, 2010
BED BATH & BEYOND, INC. (NXH, BBBYW) (CIK 0001130713)
Date: Aug. 3, 2010 · CIK: 0001130713 · Accession: 0000000000-10-044006
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-49799, 333-166871
Referenced dates: July 22, 2010, July 22, 2010
Letter
Re: Overstock.com, Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed July 28, 2010 File No. 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 31, 2010 Definitive Proxy Statement on Schedule 14A Filed April 9, 2010 Form 10-Q for the Fiscal Quarter Ended March 31, 2010 Filed May 4, 2010 File No. 000-49799 Dear Mr. Johnson: We have reviewed the responses in your Ju ly 28, 2010 letter to our letter dated July 22, 2010 and we have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure . Please respond to the comments directed to your Exchange Act repor ts within ten business days by amending your filings, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropria te, please tell us why in your response.
August 3, 2010
Jonathan E. Johnson III President Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
After reviewing any amendments to your f ilings and the information you provide in response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2009
Note 16. Commitments and Contingencies, page F-35
1. We note your response to comment five from our letter dated July 22, 2010. Please show us what your disclosure will look like revised as previously requested. Your response should address the full content of your disclosure of legal proceedings within your Commitments and Contingencies note to the financial statements as opposed to an example of a single
Jonathan E. Johnson, III Overstock, Inc. August 3, 2010 Page 2
matter. In this regard, your current disclosure does not a llow a reader to discern what amounts have been accrued on a case by case basi s. Further, by not disclosing the amounts accrued for each contingency it is not possible fo r a user of your financial statements to assess future potential charges when you assert you are unable to es timate the potential loss or range of loss. You state in your response that your original disc losures include “[o]ur maximum potential exposure on the above noted legal matters.” Since you have accrued liabilities and you have disclo sed your maximum potential expos ure, it is not evident why you assert you are not able to disclose the ad ditional exposure to loss such as the difference between the amount you accrued and the am ount you state is your maximum potential exposure. Please refer to FASB ASC paragr aph 450-20-55-21; and revise your disclosures accordingly. Form 10-Q for the Fiscal Quarter Ended March 31, 2010
Item 4. Controls and Procedures, page 38
Changes in Internal Control Over Financial Reporting, page 39
2. We note your response to comment nine from our letter dated July 22, 2010. Please describe in greater detail the changes that were reco mmended by the consulting firm with regards to your internal controls over financial reporti ng. In this regard, it is unclear from your proposed disclosure what changes the consulting firm recommended. You may contact Robert Babul a, Staff Accountant, at ( 202) 551-339 or in his absence Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial statements and related ma tters. Please contact Robert W. Errett, Staff Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at (202) 551-3720 with any other questions.
S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Thomas W. Adkins Bracewell & Giuliani LLP via facsimile
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August 3, 2010
Jonathan E. Johnson III President Overstock.com, Inc. 6350 South 3000 East Salt Lake City, Utah 84121
Re: Overstock.com, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed July 28, 2010 File No. 333-166871 Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 31, 2010 Definitive Proxy Statement on Schedule 14A Filed April 9, 2010 Form 10-Q for the Fiscal Quarter Ended March 31, 2010
Filed May 4, 2010
File No. 000-49799
Dear Mr. Johnson:
We have reviewed the responses in your Ju ly 28, 2010 letter to our letter dated July 22,
2010 and we have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure . Please respond to the
comments directed to your Exchange Act repor ts within ten business days by amending your
filings, by providing the requested information, or by advising us when you will provide the
requested response. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropria te, please tell us why in your response.
After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2009
Note 16. Commitments and Contingencies, page F-35
1. We note your response to comment five from our letter dated July 22, 2010. Please show us
what your disclosure will look like revised as previously requested. Your response should
address the full content of your disclosure of legal proceedings within your Commitments
and Contingencies note to the financial statements as opposed to an example of a single
Jonathan E. Johnson, III
Overstock, Inc. August 3, 2010 Page 2
matter. In this regard, your current disclosure does not a llow a reader to discern what
amounts have been accrued on a case by case basi s. Further, by not disclosing the amounts
accrued for each contingency it is not possible fo r a user of your financial statements to
assess future potential charges when you assert you are unable to es timate the potential loss
or range of loss. You state in your response that your original disc losures include “[o]ur
maximum potential exposure on the above noted legal matters.” Since you have accrued liabilities and you have disclo sed your maximum potential expos ure, it is not evident why
you assert you are not able to disclose the ad ditional exposure to loss such as the difference
between the amount you accrued and the am ount you state is your maximum potential
exposure. Please refer to FASB ASC paragr aph 450-20-55-21; and revise your disclosures
accordingly.
Form 10-Q for the Fiscal Quarter Ended March 31, 2010
Item 4. Controls and Procedures, page 38
Changes in Internal Control Over Financial Reporting, page 39
2. We note your response to comment nine from our letter dated July 22, 2010. Please describe in greater detail the changes that were reco mmended by the consulting firm with regards to
your internal controls over financial reporti ng. In this regard, it is unclear from your
proposed disclosure what changes the consulting firm recommended.
You may contact Robert Babul a, Staff Accountant, at ( 202) 551-339 or in his absence
Donna Di Silvio, Senior Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the financial statements and related ma tters. Please contact Robert W. Errett, Staff
Attorney, at (202) 551-3225, or Mara Ransom, Lega l Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 with any other questions.
S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Thomas W. Adkins Bracewell & Giuliani LLP
via facsimile