Internet Initiative Japan Inc.,
Jinbocho Mitsui Bldg.,
1-105 Kanda Jinbo-cho,
Chiyoda-ku, Tokyo 101-0051, Japan
March 9, 2007
Mr. Kevin Woody,
Branch Chief,
Division of Corporation Finance,
Securities and Exchange Commission,
100 F Street, N.E.,
Washington, D.C. 20549,
U.S.A.
Re: Internet Initiative Japan Inc.
Form 20-F for the period ended March 31, 2006
File No. 0-30204
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Dear Mr. Woody:
This is in response to the Securities and Exchange Commission (the
"Commission") staff's comment letter of February 27, 2007, relating to our
annual report on Form 20-F for our fiscal year ended March 31, 2006. For your
convenience, we have included the text of the staff's comments below and have
keyed our responses accordingly.
Comment 1
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Form 20-F for the fiscal year ended March 31, 2006
Item 5. Operating and Financial Review and Prospects
F. Tabular Disclosure of Contractual Obligations, page 65
1. Please tell us why it is appropriate to exclude interest payments on your
long term debt obligations from the table of contractual obligations. Please
cite all the appropriate accounting literature management used as a basis for
its conclusion.
Mr. Kevin Woody -2-
Internet Initiative Japan Inc. Response
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We believe that our disclosure complies with the Commission's Release
No. 33-8350, "Interpretation: Commission Guidance Regarding Management's
Discussion and Analysis of Financial Condition and Results of Operations", which
states in footnote 46, "...the cash requirement for items such as interest,
taxes or amounts to be funded to cover post-employment (including retirement)
benefits may not be included in the tabular disclosure, but should be discussed
if material."
We do not believe that our future total interest payments of
approximately 21 million yen on our long term debt obligations are material and
we therefore excluded the interest payments from our discussion of the tabular
disclosure of contract obligations. We did, however, disclose on page 65 of our
Form 20-F that these payments have been excluded.
Comment 2
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Consolidated Financial Statements
Notes to Consolidated Financial Statements
7. Leases, page F-22
2. We note from your disclosure that you have subleased a part of your office
premises. Please tell us why you have excluded the disclosures required by
paragraph 16.b.ii of SFAS 13, Accounting for Leases, as it relates to your lease
and sublease agreements. Additionally, please advise us of your consideration of
the applicability of FASB Technical Bulletin No. 79-15 (as amended) as it
relates to whether any losses have been incurred from the underlying lease and
sublease agreements.
Internet Initiative Japan Inc. Response
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We hereby advise the staff that as of March 31, 2006 there were no
material sublease rentals to be received in the future under non-cancelable
sublease contracts.
We subleased our office premises to three companies during the fiscal
year ended March 31, 2006. Two of the sublease contracts, however, ended prior
to March 31, 2006 such that no sublease income will be received on these
contracts in the future. The remaining sublease contract commenced on October 1,
Mr. Kevin Woody -3-
2005 and is valid for two years, under which the total rental fees to be
received for the period will be approximately 45 million yen. We do not believe
that the amount is material and therefore did not disclose it in our
consolidated financial statements.
In addition, we advise the staff that costs expected to be incurred
under this operating sublease did not exceed anticipated revenue on the
operating sublease as of March 31, 2006 and consequently, no loss was recorded
under FASB Technical Bulletin No. 79-15 (as amended).
* * * * *
We acknowledge that:
o we are responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
o we 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.
Mr. Kevin Woody -4-
If you have any questions about this response letter, please contact, by
fax or by e-mail, Akihisa Watai (fax: 81-3-5259-6311; e-mail: watai@iij.ad.jp).
Very truly yours,
/s/ Akihisa Watai
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Akihisa Watai
Director, Chief Financial Officer
and Chief Accounting Officer
cc: Howard Efron
(Division of Corporation Finance
Securities and Exchange Commission)
Izumi Akai
Bradley Edmister
(Sullivan & Cromwell LLP)