SEC Comment Letter for Mastech Digital, Inc. (MHH) (CIK 0001437226) (MHH) — Nov 8, 2010
Mastech Digital, Inc. (MHH) (CIK 0001437226)
Date: Nov. 8, 2010 · CIK: 0001437226 · Accession: 0000000000-10-066398
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34099
Letter
November 8, 2010 John J. Cronin, Jr. Chief Financial Officer Mastech Holdings, Inc. 1000 Commerce Drive Suite 500 Pittsburgh, PA 15275 Re: Mastech Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 8, 2010 Form 10-Q for Quarterly Period Ended September 30, 2010 Filed October 29, 2010 File No. 001-34099
Dear Mr. Cronin: We have reviewed your filing and 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 this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
John J. Cronin, Jr. Mastech Holdings, Inc. November 8, 2010 Page 2
Form 10-K for the year ended December 31, 2009
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations Liquidity and Capital Resources
Investing Activities, page 27
1. It appears your “maintenance-type capital e xpenditures” were capitalized to equipment, software and leasehold improvements. The characterization of these costs as maintenance-type does not appear to be c onsistent with your policy note on page 38. Please tell us how you determined it was appropriate to capita lize these items. Financial Statements
Notes to Consolidated Financial Statements
General
2. We note your disclosure on page 9 that “[t]he Company operates as a single reportable segment….” We further note your discussion of your four sales channels within your Results of Operations, beginning on page 22. Please tell us how you determined you only have one single reportable segment. Please refer to ASC 280-10. 10. Transactions with Former Parent, page 47
3. We note your disclosure that many transact ions with your former parent and their affiliates were negotiated as arms-length tr ansactions. Please tell us how you have complied with paragraph 5 of ASC 850-10-50. Form 10-Q for the quarterly period ended September 30, 2010
Financial Statements
Notes to Condensed Consolidated Financial Statements
13. Divestiture of GFS, page 10
4. We note that you sold your brokerage opera tions unit during 2010. Please tell us how you have complied with ASC 205-20-45, or tell us how you determined it was not necessary to report the earnings from th is unit within discontinued operations.
John J. Cronin, Jr. Mastech Holdings, Inc. November 8, 2010 Page 3
Exhibit 31.1 and 31.2
5. We note your certifications do not comply with the content of the certifications required under Exchange Act Rules 13a-14(a) and 15d- 14(a). Specifically, we note you have replaced the phrase “quarter (the registrant’s fourth fiscal qua rter in the case of an annual report)” with the phrase “three months” in paragraph 4(d). Please revise your certifications in future filings to comp ly with the Exchange Act Rules. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at 202-551-3629 if you have questions. Sincerely,
Kevin Woody Branch Chief
Show Raw Text
November 8, 2010 John J. Cronin, Jr. Chief Financial Officer Mastech Holdings, Inc. 1000 Commerce Drive Suite 500 Pittsburgh, PA 15275 Re: Mastech Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 8, 2010 Form 10-Q for Quarterly Period Ended September 30, 2010 Filed October 29, 2010 File No. 001-34099 Dear Mr. Cronin: We have reviewed your filing and 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 this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. John J. Cronin, Jr. Mastech Holdings, Inc. November 8, 2010 Page 2 Form 10-K for the year ended December 31, 2009 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations Liquidity and Capital Resources Investing Activities, page 27 1. It appears your “maintenance-type capital e xpenditures” were capitalized to equipment, software and leasehold improvements. The characterization of these costs as maintenance-type does not appear to be c onsistent with your policy note on page 38. Please tell us how you determined it was appropriate to capita lize these items. Financial Statements Notes to Consolidated Financial Statements General 2. We note your disclosure on page 9 that “[t]he Company operates as a single reportable segment….” We further note your discussion of your four sales channels within your Results of Operations, beginning on page 22. Please tell us how you determined you only have one single reportable segment. Please refer to ASC 280-10. 10. Transactions with Former Parent, page 47 3. We note your disclosure that many transact ions with your former parent and their affiliates were negotiated as arms-length tr ansactions. Please tell us how you have complied with paragraph 5 of ASC 850-10-50. Form 10-Q for the quarterly period ended September 30, 2010 Financial Statements Notes to Condensed Consolidated Financial Statements 13. Divestiture of GFS, page 10 4. We note that you sold your brokerage opera tions unit during 2010. Please tell us how you have complied with ASC 205-20-45, or tell us how you determined it was not necessary to report the earnings from th is unit within discontinued operations. John J. Cronin, Jr. Mastech Holdings, Inc. November 8, 2010 Page 3 Exhibit 31.1 and 31.2 5. We note your certifications do not comply with the content of the certifications required under Exchange Act Rules 13a-14(a) and 15d- 14(a). Specifically, we note you have replaced the phrase “quarter (the registrant’s fourth fiscal qua rter in the case of an annual report)” with the phrase “three months” in paragraph 4(d). Please revise your certifications in future filings to comp ly with the Exchange Act Rules. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at 202-551-3629 if you have questions. Sincerely, Kevin Woody Branch Chief