September 15, 2005
Room 4561
Fezi Khaleghi Yazdi
Chief Executive Officer
Triple P N.V.
Ir. D.S. Tuynmanweg 10
4131 PM Vianen,
The Netherlands
Re: Triple P N.V.
Form 20-F for Fiscal Year Ended December 31, 2004
File No. 000-27346
Dear Mr. Yazdi:
We have reviewed the above referenced filing and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Management`s Discussion and Analysis, Page 8
1. We note your master-agreement with the Department of Justice in
the Netherlands which generated approximately 28.5% of total
revenues
in 2004. Your disclosure on pages 4 and F-11 indicate that this
agreement expired and has been temporarily extended until July 1,
2005. Tell us whether or not this agreement has since been
renewed
and if not tell us how the expiration of this agreement or
portions
thereof will impact operations. If this agreement was not
renewed,
how do you plan to replace this revenue stream? Tell us what
consideration you have given to discussing this agreement and the
impact of its expiration on your operations, financial position
and
liquidity in MD&A.
Financial Statements
Consolidated Statements of Operations, page F-4
2. We note that you do not separately report sales and cost of
sales
for sales of products and services. Explain to us why you believe
this presentation complies with the requirements of Rules 5-
03(b)(1)
and 5-03(b)(2) of Regulation S-X.
Note 2 Summary of Significant Accounting Policies - Revenue
Recognition, Page F-12
3. For the systems arrangements where you do not provide
installation
or installation is inconsequential, your disclosure indicates that
one of the revenue recognition criteria is that title has
transferred
from the third party. To help us understand your accounting tin
this
area, provide the following supplemental information:
* Tell us when the title typically transfers from the third party
and
to whom it transfers;
* Explain how the parties involved with, and the timing of, title
transfer impacts your pattern of revenue recognition, and;
* Tell us whether you are reporting sales of third party hardware
and
software on a gross or net basis. Provide an analysis of EITF 99-
19
that supports your presentation.
4. For the systems arrangements where you provide installation and
installation is not deemed inconsequential, your disclosure
indicates
that you defer revenue until all obligations are fulfilled. Tell
us
how you determined that deferral of revenue is appropriate. Tell
us
how you have applied the guidance of paragraphs 63-71 of SOP 97-2
to
these arrangements. As part of your response, tell us whether you
have concluded that installation services are essential to the
functionality of other elements. Explain the basis for your
conclusion.
5. The disclosure regarding of multiple element arrangements
appearing under this note indicates, in part, that you allocate
revenue to each element based on its relative fair value, provided
that such element meets the criteria for treatment as a separate
unit
of accounting. The disclosure also indicates that, in the absence
of
fair value for undelivered items, the arrangement is accounted for
as
a single unit of accounting, resulting in a delay of revenue
recognition for all elements until all systems and services are
delivered. To help us understand your accounting in this area,
tell
us the following:
* For the specific elements included in your multiple element
arrangements, explain how you determine whether service elements
qualify for accounting as separate elements;
* Explain whether there are circumstances or conditions, other
than
the lack of fair value for undelivered elements, which result in
revenue deferral;
* For all arrangements where revenue is deferred, clarify and
explain
the basis for your revenue recognition pattern. For example,
explain
why revenue for arrangements in which you lack fair value of
undelivered elements is recognized after all systems and services
are
delivered. Explain why this revenue is not recognized as services
are delivered.
As part of your response, explain how you have applied pars. 63 to
71
of SOP 97-2 to these arrangements.
5. Your disclosure on page 6 discusses how customers purchase
hardware upgrades and increased network capacity subsequent to the
initial sale. Tell us how you are accounting for these additional
purchases of hardware and increased network capacity. Your
response
should address:
* Whether you consider these as separate contracts from the
initial
contracts;
* The timeframe of when these subsequent purchases are negotiated
and
agreed upon compared to the initial sale, and;
* The consideration you have given to TPA 5100.39.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
You may contact Melissa Rocha at (202) 551-3854 or me at
(202)
551-3730 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Brad Skinner
Branch Chief
Fezi Khaleghi Yazdi
Triple P N.V.
September 15, 2005
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