MANCHESTER TECHNOLOGIES, INC.
50 Marcus Boulevard
Hauppauge, New York 11788
July 6, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0306
Re: Manchester Technologies, Inc. Form 10-K for the fiscal year ended
July 31, 2004 and Forms 10-Q for the fiscal quarters ended
October 31, 2004 and January 31, 2005 (File No. 000-21695)
Ladies and Gentlemen:
We have received a copy of your letter dated June 27, 2005 (the "Staff
Letter") conveying the comments of the staff of the Securities and Exchange
Commission (the "Commission") on the above-referenced periodic reports. The
following sets forth the Staff comments and the response of Manchester
Technologies, Inc. ("Manchester", the "Company" or "we") with respect to each of
the items.
Form 10-K
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Consolidated Statements of Cash Flows, page F-6
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1. We note your response to our previous comment no. 2 where you indicate that
the periods "affected" by discontinued operations began in the period in which
the Company committed to dispose of its IT Business and accordingly, classified
the related assets and liabilities as held for sale. Similar to the requirements
of paragraph 43 of SFAS 144 to present the results of operations of the
discontinued component of the entity as discontinued operations for current and
prior periods, if the Company chooses to present the cash flows from
discontinued operations separately in fiscal 2004, then such presentations must
be made consistently in all periods for which there are significant cash flows
from discontinued operations. This includes all prior periods as well as any
subsequent periods that may be affected.
Footnote 10 of SFAS 95 "Statement of Cash Flows" states "Separate
disclosure of cash flows pertaining to extraordinary items or discontinued
operations reflected in those categories is not required. An enterprise that
nevertheless chooses to report separately operating cash flows of discontinued
operations shall do so consistently for all periods affected, which may include
periods long after sale or liquidation of the operation." Footnote 10 of SFAS 95
provides a company the choice to reflect discontinued operations or not in its
statement of cash flows. As discussed with the Commission on June 27, 2005, the
Company has decided to exclude separate disclosure of cash flows pertaining to
discontinued operations related to the disposal of the IT Business. Therefore,
the Company will file an amended Form 10-K for the fiscal year ended July 31,
2004 and amended Form 10-Q's for the periods ended April 30, 2004, October 31,
2004, January 31, 2005 and April 30, 2005 reflecting the Company's decision to
exclude separate cash flows pertaining to discontinued operations. As a result,
the statements of cash flows for all periods will be consistently presented.
2. Also, as we previously indicated, your disclosure of cash flows from
operating activities should show all components of operating cash flow related
to discontinued operations rather than showing just "net cash from discontinued
operations" as you have done. Operating cash flows related to discontinued
operations may not be combined or netted, if material. Please explain or revise
accordingly.
As discussed in the response to Question No. 1 above, we are no longer
presenting cash flows from discontinuing operations in the statements of cash
flows.
If you have any questions regarding our responses, please contact the
undersigned.
Very truly yours,
/s/ Seth Collins
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Seth Collins
President, Manchester Technologies, Inc.
cc: Craig Wilson
Patrick Gilmore
Kathleen Collins
Securities and Exchange Commission
Alan Pearce, Esq.
Bryan Cave LLP
Barry R. Steinberg
Manchester Technologies, Inc.