SEC Comment Letter for Fluent, Inc. (FLNT) (CIK 0001460329) (FLNT) — Apr 20, 2012
Fluent, Inc. (FLNT) (CIK 0001460329)
Date: April 20, 2012 · CIK: 0001460329 · Accession: 0000000000-12-020221
AI Filing Summary & Sentiment
File numbers found in text: 333-158336
Referenced dates: March 26, 2012
Letter
April 20, 2012 Via E-mail Wilfred Chow Chief Financial Officer SearchMedia Holdings Limited Floor 13, Central Modern Building 468 Xinhui Road Shanghai, China 200060
Re: SearchMedia Holdings Limited Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011 Response dated April 12, 2012 File No. 333-158336
Dear Mr. Chow: We have reviewed your filing and have the fo llowing comments. Please provide us with the requested information so we may better understand your disclosure.
Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ending December 31, 2010
Risk Factors, page 6
Unauthorized use of our intellectual property by third parties, and the expenses…, page 13
1. We note your response to comment 2 from our letter dated March 26, 2012 including the statement that you have suspended your trad emark application for SearchMedia because you believe it is non-essential to your business. Please tell us more about what trade names, if any, you do substantially rely on fo r the development of your business. If you rely on a trade name, please discuss whether th at name has been successfully registered under trademark with the proper government office.
Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 2
Our Business, page 26
General
2. We note your response to comment 5 from our letter dated March 26, 2012. Please revise your disclosure to tell us more about the te rms of the cooperative agreements in place between you and your business partners. Fo r example, but not limited to, discuss the number of these agreements in place, whic h party holds the right of termination, the general length of term of an agreement, and terms for an option to renew. Lastly, discuss the timeline for when the agreements currently in place are set to expire or otherwise be terminated e.g., the majority or a si gnificant amount will expire in 2012.
Critical Accounting Policies and Estimates, page 44 Impairment of long-lived assets
Impairment of goodwill, page 46
3. We note that you have recognized significan t goodwill impairment charges in the years ended December 31, 2009 and 2010. You should expand your MD&A to discuss your expectations regarding your fu ture operating results and liqui dity as a result of taking these impairment charges. You should clearly explain to your investor s, if true, that you expect that historical operating results will not be indicative of future operating results. You should also discuss the primary drivers in your assumptions that resulted in the goodwill impairment charges. For instance, di d you significantly reduc e projected future revenues or net cash flows or in crease the discount rates? In addition, discuss whether and when you considered a recovery of the ec onomy in your cash flow projections. Please provide us with your proposed disclosures.
Liquidity and Capital Resources, page 54
4. We note your response to comment 17 from our letter dated March 26, 2012. Please confirm in your response that you will file the Ad-Icon Shanghai SAIC business license in future filings.
Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 3
You may contact Ivette Leon, Assistant Chief Accountant, at 202-551-3351 or Carlos Pacho, Senior Assistant Chief Accountant, at 202-551-3835 if you have questions regarding comments on the financial statements and rela ted matters. Please contact Kate Beukenkamp, Attorney Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director cc: Via E-mail
Joshua Weingard Corporate Counsel
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April 20, 2012 Via E-mail Wilfred Chow Chief Financial Officer SearchMedia Holdings Limited Floor 13, Central Modern Building 468 Xinhui Road Shanghai, China 200060 Re: SearchMedia Holdings Limited Form 20-F for the fiscal year ended December 31, 2010 Filed June 30, 2011 Response dated April 12, 2012 File No. 333-158336 Dear Mr. Chow: We have reviewed your filing and have the fo llowing comments. Please provide us with the requested information so we may better understand your disclosure. Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ending December 31, 2010 Risk Factors, page 6 Unauthorized use of our intellectual property by third parties, and the expenses…, page 13 1. We note your response to comment 2 from our letter dated March 26, 2012 including the statement that you have suspended your trad emark application for SearchMedia because you believe it is non-essential to your business. Please tell us more about what trade names, if any, you do substantially rely on fo r the development of your business. If you rely on a trade name, please discuss whether th at name has been successfully registered under trademark with the proper government office. Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 2 Our Business, page 26 General 2. We note your response to comment 5 from our letter dated March 26, 2012. Please revise your disclosure to tell us more about the te rms of the cooperative agreements in place between you and your business partners. Fo r example, but not limited to, discuss the number of these agreements in place, whic h party holds the right of termination, the general length of term of an agreement, and terms for an option to renew. Lastly, discuss the timeline for when the agreements currently in place are set to expire or otherwise be terminated e.g., the majority or a si gnificant amount will expire in 2012. Critical Accounting Policies and Estimates, page 44 Impairment of long-lived assets Impairment of goodwill, page 46 3. We note that you have recognized significan t goodwill impairment charges in the years ended December 31, 2009 and 2010. You should expand your MD&A to discuss your expectations regarding your fu ture operating results and liqui dity as a result of taking these impairment charges. You should clearly explain to your investor s, if true, that you expect that historical operating results will not be indicative of future operating results. You should also discuss the primary drivers in your assumptions that resulted in the goodwill impairment charges. For instance, di d you significantly reduc e projected future revenues or net cash flows or in crease the discount rates? In addition, discuss whether and when you considered a recovery of the ec onomy in your cash flow projections. Please provide us with your proposed disclosures. Liquidity and Capital Resources, page 54 4. We note your response to comment 17 from our letter dated March 26, 2012. Please confirm in your response that you will file the Ad-Icon Shanghai SAIC business license in future filings. Wilfred Chow SearchMedia Holdings Limited April 20, 2012 Page 3 You may contact Ivette Leon, Assistant Chief Accountant, at 202-551-3351 or Carlos Pacho, Senior Assistant Chief Accountant, at 202-551-3835 if you have questions regarding comments on the financial statements and rela ted matters. Please contact Kate Beukenkamp, Attorney Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director cc: Via E-mail Joshua Weingard Corporate Counsel