SEC Comment Letter for SEQUANS COMMUNICATIONS (SQNS) (CIK 0001383395) (SQNS) — Oct 17, 2012
SEQUANS COMMUNICATIONS (SQNS) (CIK 0001383395)
Date: Oct. 17, 2012 · CIK: 0001383395 · Accession: 0000000000-12-057188
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35135
Referenced dates: October 5, 2012
Letter
October 17 , 2012 Via E -mail Dr. Georges Karam Chief Executive Officer and Chairman Sequans Communications S.A. 19 Le Parvis 92073 Paris -La Défense, France
Re: Sequans Communications S.A. Form 20 -F for the Fiscal Year Ended December 31, 2011 Filed March 30, 2012 Form s 6-K Filed April 26, 2012 and July 26, 2012 File No. 001-35135
Dear Dr. Karam :
We have reviewed your response letter dated October 5, 2012 and filings and have the following comment s. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten b usiness days by amending your filing s, 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 appro priate, please tell us why in your response.
After reviewing any amendment to your filings and the information you provide in response to these comments, we may have additional comments.
Form 20 -F for the Year Ended December 31, 2011
Item 5. Operating and Financial Review and Prospects
Critical Accounting Policies and Estimates, Inventories, page 36
1. We note your response to prior comments 1 -2. Similar to your response, p lease revise future filings , as appropriate, to provide more detailed i nformation related to the valuation of your inventory .
Dr. Georges Karam Sequans Communications S.A. October 17, 2012 Page 2
Item 18. Financial Statements
Note 3. Segment Information, page F -17
2. Further to your response to prior comment 3, please tell us why you believe that WiMAX products are similar to LTE products for purposes of providing the disclosure required by IFRS 8.32.
Forms 6 -K dated April 26, 2012 and July 26, 2012
3. We note your responses to prior comments 6 -7 and your proposed disclosure to be included in your amended filings. Please revise yo ur proposed disclosure to also include a reconciliation of your non -IFRS, or non -GAAP, basic and diluted earnings (loss) per share for each reporting period presented. Refer to the guidance in Item 10(e) of Regulation S -K and the Division of Corporation F inance Compliance and Disclosure Interpretations No. 102.05 available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
4. Further to the above, we note that you present forward -looking non-IFRS net loss per diluted share/ADS. Please also amend your filings to include a reconciliation for this non-GAAP information to the extent available as required by Item 10(e)(1)(i)(b) of Regulation S -K.
You m ay contact Tara Harkins, Staff Accountant , at (202) 551 -3639 or Kate Tillan, Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial statements and related matters. You may also contact me at (202) 551 -3671 with any other questions.
Sincerely,
/s/ Kate Tillan for
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October 17 , 2012 Via E -mail Dr. Georges Karam Chief Executive Officer and Chairman Sequans Communications S.A. 19 Le Parvis 92073 Paris -La Défense, France Re: Sequans Communications S.A. Form 20 -F for the Fiscal Year Ended December 31, 2011 Filed March 30, 2012 Form s 6-K Filed April 26, 2012 and July 26, 2012 File No. 001-35135 Dear Dr. Karam : We have reviewed your response letter dated October 5, 2012 and filings and have the following comment s. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten b usiness days by amending your filing s, 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 appro priate, please tell us why in your response. After reviewing any amendment to your filings and the information you provide in response to these comments, we may have additional comments. Form 20 -F for the Year Ended December 31, 2011 Item 5. Operating and Financial Review and Prospects Critical Accounting Policies and Estimates, Inventories, page 36 1. We note your response to prior comments 1 -2. Similar to your response, p lease revise future filings , as appropriate, to provide more detailed i nformation related to the valuation of your inventory . Dr. Georges Karam Sequans Communications S.A. October 17, 2012 Page 2 Item 18. Financial Statements Note 3. Segment Information, page F -17 2. Further to your response to prior comment 3, please tell us why you believe that WiMAX products are similar to LTE products for purposes of providing the disclosure required by IFRS 8.32. Forms 6 -K dated April 26, 2012 and July 26, 2012 3. We note your responses to prior comments 6 -7 and your proposed disclosure to be included in your amended filings. Please revise yo ur proposed disclosure to also include a reconciliation of your non -IFRS, or non -GAAP, basic and diluted earnings (loss) per share for each reporting period presented. Refer to the guidance in Item 10(e) of Regulation S -K and the Division of Corporation F inance Compliance and Disclosure Interpretations No. 102.05 available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. 4. Further to the above, we note that you present forward -looking non-IFRS net loss per diluted share/ADS. Please also amend your filings to include a reconciliation for this non-GAAP information to the extent available as required by Item 10(e)(1)(i)(b) of Regulation S -K. You m ay contact Tara Harkins, Staff Accountant , at (202) 551 -3639 or Kate Tillan, Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial statements and related matters. You may also contact me at (202) 551 -3671 with any other questions. Sincerely, /s/ Kate Tillan for Martin James Senior Assistant Chief Accountant