SEC Comment Letter for Mastech Digital, Inc. (MHH) (CIK 0001437226) (MHH) — Nov 29, 2010
Mastech Digital, Inc. (MHH) (CIK 0001437226)
Date: Nov. 29, 2010 · CIK: 0001437226 · Accession: 0000000000-10-071062
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File numbers found in text: 001-34099
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November 29, 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 response letter da ted November 18, 2010 and have the following additional comments. In 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 29, 2010 Page 2 Form 10-K for the year ended December 31, 2009 Financial Statements Notes to Consolidated Financial Statements General 1. We note your response to our prior comment tw o. Please provide a more robust analysis of paragraph 6 of ASC 280-10- 50. Your response should include, but not necessarily be limited to, a discussion of the nature of th e business activities of each component, the existence of managers responsible for them, and information presented to the board of directors. 10. Transactions with Former Parent, page 47 2. We note your response to our pr ior comment three. Please te ll us how your discussion of the individuals negotiating these transactions, the existence of formal contracts, and the lack of an obligation to use the related part y substantiates that these transactions are arms-length transactions. Further, we understand that you continuously explore cost- effective alternatives to the offshore cont ractors and IT suppor t services provided by iGATE Global Solutions; please tell us how you determined that this process results in these services not being provi ded at below market rates. Additionally, we understand that iGATE Global Solutions’ procurement pe rsonnel submits a request to your company and to other IT staffing providers and that your co nsultant is selected if it is the best value proposition; please tell us how you determin ed that this proce ss results in these consultants not being provided at below market rates. Refe r to 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 3. We note your response to our prior comment four. Based on your response, it appears that you can distinguish reve nues and operating profits for your brokerage operations unit. We understand that you cannot disti nguish the operational s upport and general and administrative functions. Pursuant to para graph 9 of ASC 205-20- 45, general corporate overhead shall not be allocated to discontinued operations. Please tell us if you are able to clearly distinguish all non-general corpor ate overhead for your brokerage operations unit. John J. Cronin, Jr. Mastech Holdings, Inc. November 29, 2010 Page 3 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