Mail Stop 0510
January 25, 2005
via U.S. mail and facsimile
Mr. Ronald L. Marsiglio
President and Chief Executive Officer
Benthos, Inc.
49 Edgerton Drive
North Falmouth, MA 02556
RE: Form 10-KSB for the fiscal year ended September 30, 2004
Filed December 29, 2004
File No. 000-29024
Dear Mr. Marsiglio:
We have reviewed your filing and have the following
comments. If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Consolidated Statements of Operations, page F-4
1. The line item, "Gain on Sale of Real Estate" should be
presented
as a component of income from operations in future filings.
Please
refer to paragraph 45 of SFAS No. 144.
Consolidated Statements of Stockholders` Investment, page F-5
2. Please tell us the amount of the tax benefit, if any, related
to
the fiscal 2004 option exercises. Please also tell us whether the
underlying options were incentive or non-qualified stock options.
If
applicable, tell us how your accounting is consistent with
paragraphs
16 and 17 of APB 25.
Note 1(h) - Operations and Significant Accounting Policies:
Revenue
Recognition, page F-9
3. You have disclosed that "[t]he Company generally enters into
arrangements for multiple deliverables when it contracts to
provide
installation services." In future filings, separately disclose
your
product sales and services and the respective cost of goods sold
and
services provided, if greater than 10%. Please supplementally
provide us with a breakdown of product and service revenues for
the
periods presented.
4. Please quantify and explain in further detail the nature of the
multiple deliverables. Also, please supplementally provide us
with,
and revise future filings to include, the disclosures required by
paragraph 18 of EITF 00-21. Your disclosures should clarify
whether
or not the various elements of each type of material multiple
element
arrangements, including product sales and the related
installations,
are separable into units of accounting. Refer to paragraphs 8-10
of
EITF 00-21.
5. If product sales are separable under EITF 00-21 from the
related
installations, please supplementally describe the factors you
considered in making that determination. If not, please tell us
how
your accounting is consistent with SAB Topic 13(3)(c), Question 3.
6. On page 2 you have disclosed that, "the Company periodically
performs research under contract and custom engineering design for
both commercial and government agencies." To the extent revenues
from such contracts are material, please describe your accounting
for
(i) research and development contracts with the federal
government,
and (ii) research and development contracts for other customers.
Also, please tell us the authoritative literature that supports
your
accounting for both types of contracts. Please revise your future
filings to include the disclosures required by paragraphs 3.56-
3.57
of the AICPA Audit and Accounting Guides - Audit of Federal
Government Contractors.
Note 8 - Segment Reporting, page F-19
7. Tell us, and disclose in future filings, the basis used to
attribute revenues from external customers to individual
countries.
Refer to paragraph 38(a) of SFAS 131. Also, please supplementally
provide us with a detail by country of the revenues attributable
to
"Other" in your table of revenues by geographical area.
8. We note the product line disclosure on page 10. In future
filings
please include this disclosure, required by paragraph 37 of SFAS
131,
in the notes to the audited financial statements.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure 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
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 824-5525 or,
in
his absence, to Scott Watkinson, Staff Accountant at (202) 942-
2926,
or the undersigned at (202) 942-1798.
Sincerely,
John Hartz
Senior Assistant Chief
Accountant
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Mr. Ronald L. Marsiglio
Benthos, Inc.
January 25, 2005
Page 4 of 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE