SEC Comment Letter for Cineverse Corp. (CNVS) (CIK 0001173204) (CNVS) — Nov 10, 2008
Cineverse Corp. (CNVS) (CIK 0001173204)
Date: Nov. 10, 2008 · CIK: 0001173204 · Accession: 0000000000-08-055780
AI Filing Summary & Sentiment
File numbers found in text: 000-51910
Referenced dates: August 6, 2008, October 21, 2008, September 26, 2008
Letter
Mail Stop 4561 November 10, 2008 A. Dale Mayo Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, New Jersey 07960 Re: Access Integrated Technologies, Inc. Form 10-K for the fiscal year ended March 31, 2008 Filed on June 16, 2008 Form 10-Q for the quarterly p eriod ended September 30, 2008 Filed on August 11, 2008 File No. 000-51910
Dear Mr. Mayo:
We have reviewed your response letter dated October 21, 2008 in connection with the above-referenced filings and have the fo llowing comments. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After re viewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to they refer to our letter dated September 26, 2008. Form 10-K for the fiscal year ended March 31, 2008
General
1. We note that your counsel, on behalf of the company, provided the acknowledgments we requested in your response to our letter dated August 6, 2008. Please note that the representations should come directly from the company. In your next response, please pr ovide the representations directly from the company.
A. Dale Mayo Access Integrated Technologies, Inc. November 10, 2008 Page 2 Form 10-Q for the quarterly period ended September 30, 2008
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Business Combinations and In tangible Assets, page 9
2. We note from your response to prior comment No.10 that you “periodically review the carrying values of goodwill and intangible assets.” Clarify whether you considered the significant drop in mark et capitalization to be a triggering event. Indicate how often you are testing for impairment. Explain whether you apply any weighting when determining fair value using your discounted cash flow analysis and market multiple approach. Tell us how you considered the recent operating losses and cash flow deficits in preparing your discounted cash flow analysis by reporting unit. In addition, please reconcile or explain the difference between your market capita lization and fair value you calculate based on the models utilized. Note 5. Debt and Credit Facilities, page 12
3. We note your response to prior comment N o. 11 indicating that the interest rate swap arrangement was entered into on April 2, 2008 with the swap agreement becoming effective on August 1, 2008. Pleas e clarify how you determined that it was appropriate to record the changes in fair value for the interest rate swap during the three months ended June 30, 2008. In this regard, it does not appear as though changes in fair value should be recorded until the interest rate swap agreement became effective on August 1, 2008. In addition, please describe your consideration of providing disclosures as outlined in paragraphs 32 and 39 of SFAS 157.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing any amendment and your response to our comments. You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if you have any questions regard ing comments on the financia l statements and related
A. Dale Mayo Access Integrated Technologies, Inc. November 10, 2008 Page 3 matters. Please address questions regard ing all other comments to Jan Woo, Staff Attorney, at (202) 551-3453 or Barbara Jacobs, Assi stant Director at (202) 551-3730. If you need further assistance, you ma y contact me at (202) 551-3730. S i n c e r e l y , Stephen Krikorian Accounting Branch Chief
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Mail Stop 4561 November 10, 2008 A. Dale Mayo Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, New Jersey 07960
Re: Access Integrated Technologies, Inc.
Form 10-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-Q for the quarterly p eriod ended September 30, 2008
Filed on August 11, 2008
File No. 000-51910
Dear Mr. Mayo:
We have reviewed your response letter dated October 21, 2008 in connection with
the above-referenced filings and have the fo llowing comments. If indicated, we think
you should revise your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Unless otherwise noted, where prior comments are referred to they
refer to our letter dated September 26, 2008. Form 10-K for the fiscal year ended March 31, 2008
General
1. We note that your counsel, on behalf of the company, provided the acknowledgments we requested in your response to our letter dated August 6,
2008. Please note that the representations should come directly from the company. In your next response, please pr ovide the representations directly from
the company.
A. Dale Mayo
Access Integrated Technologies, Inc.
November 10, 2008 Page 2 Form 10-Q for the quarterly period ended September 30, 2008
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Business Combinations and In tangible Assets, page 9
2. We note from your response to prior comment No.10 that you “periodically review the carrying values of goodwill and intangible assets.” Clarify whether
you considered the significant drop in mark et capitalization to be a triggering
event. Indicate how often you are testing for impairment. Explain whether you apply any weighting when determining fair value using your discounted cash flow
analysis and market multiple approach. Tell us how you considered the recent operating losses and cash flow deficits in preparing your discounted cash flow
analysis by reporting unit. In addition, please reconcile or explain the difference
between your market capita lization and fair value you calculate based on the
models utilized.
Note 5. Debt and Credit Facilities, page 12
3. We note your response to prior comment N o. 11 indicating that the interest rate
swap arrangement was entered into on April 2, 2008 with the swap agreement becoming effective on August 1, 2008. Pleas e clarify how you determined that it
was appropriate to record the changes in fair value for the interest rate swap during the three months ended June 30, 2008. In this regard, it does not appear as
though changes in fair value should be recorded until the interest rate swap
agreement became effective on August 1, 2008. In addition, please describe your consideration of providing disclosures as outlined in paragraphs 32 and 39 of
SFAS 157.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
A. Dale Mayo
Access Integrated Technologies, Inc. November 10, 2008 Page 3 matters. Please address questions regard ing all other comments to Jan Woo, Staff
Attorney, at (202) 551-3453 or Barbara Jacobs, Assi stant Director at (202) 551-3730. If
you need further assistance, you ma y contact me at (202) 551-3730.
S i n c e r e l y ,
Stephen Krikorian Accounting Branch Chief