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Mail Stop 3720
March 8, 2006
Mr. Ronald Wangerin
Chief Financial Officer
Viasat, Inc.
6155 El Camino Real
Carlsbad, CA 92009
Re: Viasat, Inc.
Form 10-K for Fiscal Year Ended April 1, 2005
Filed June 10, 2005
Forms 10-Q for Fiscal Quarter Ended December 30, 2005
File No. 0-21767
Dear Mr. Wangerin:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended April 1, 2005
Critical Accounting Policies, page 36
1. We refer to your critical accounting policy that addresses
revenue
recognition. Given the nature and duration of your long-term
contracts accounted for by the percentage-of-completion method, it
appears that the underlying critical accounting estimates and
assumptions used to record revenue for long-term contracts are
material to your results of operations. Specifically, you state
that
changes in the estimates related to accounting for long-term
contracts may have a material effect on your results of operations
in
the period in which the revised estimate is made. Therefore, in
future filings, please expand your disclosures to provide
additional
quantitative as well as qualitative disclosures to address how
accurate the estimates or assumptions have been in the past, how
much
they have changed in the past, and whether the estimates or
assumptions are reasonably likely to change in the future. Since
critical accounting estimates and assumptions are based on matters
that are highly uncertain, you should analyze their specific
sensitivity to change, based on other outcomes that are reasonably
likely to occur and would have a material effect. For further
guidance, please refer to Item 303 of Regulation S-K as well as
the
Commission`s Interpretive Release on Management`s Discussion and
Analysis of Financial Condition and Results of Operation which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm. In your response letter, please provide the revised
disclosures you expect to include in your next filing.
Note 10 - Contingencies, page F-22
2. We note that you are not in compliance with the performance
covenants or milestone requirements of certain contracts and have
not
accrued for any associated liquidated damages or penalties. In
sufficient detail, please provide us with an indication of the
scope,
including the number and materiality of such contracts, the
potential
amount of damages or penalties in question, and how you evaluated
paragraph 8 of SFAS No. 5 to determine that you are not required
to
accrue for such contingencies.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. 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 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 filings;
* 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
* 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 filings or
in
response to our comments on your filings.
You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363 or Terry French, Branch Chief Accountant, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 551-3810 with any
other questions.
Sincerely,
/s/ Larry Spirgel
Assistant Director
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Mr. Ronald Wangerin
Viasat, Inc.
March 8, 2006
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549