View:
[Letterhead
of Opteum Inc.]
VIA
EDGAR ELECTRONIC TRANSMISSION
AND
BY FAX TO 202-772-9209
November
21, 2006
Securities
and Exchange Commission
Division
of Corporation Finance
450
Fifth
Street, N.W.
Washington,
DC 20549
Attention: James
T. Webster
|
Re:
|
Opteum
Inc.
|
Item
4.02
Form 8-K
Filed November
13, 2006
File
No. 1-32171
Dear
Mr.
Webster:
Set
forth
below is our response to the comments of the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the “Commission”)
in
respect of our Form 8-K filed on November 13, 2006, as set forth in the Staff’s
comment letter dated November 15, 2006 (the “Comment
Letter”).
The
numbered paragraph below corresponds to the numbered paragraph in the Comment
Letter. For convenience of reference, we first set forth the Staffs’ comment in
full, followed by our response.
| 1. |
Please
tell us if you have reviewed your fiscal year 2005 [sic] statement
of
operations for compliance with SFAS 133 as it relates to the interest
rate
lock commitments acquired through your [sic] purchase of Opteum Financial
Services, LLC in November 2005
[sic].
|
You
should file an amendment in response to this comment on or before November
22,
2006.
In
response to the Staff’s comment, we have filed an amendment on Form 8-K/A to
include the following additional disclosure:
The
Company concluded that, as a result of the misapplication of SFAS No. 133 by
OFS
for the period November 3, 2005, through December 31, 2005, the Company’s
consolidated income before income taxes as previously reported on the Company’s
consolidated statement of operations for the year ended December 31, 2005,
was
overstated by approximately $0.5 million. The Company’s consolidated statement
of operations for the year ended December 31, 2005, as previously reported
in
the Company’s Form 10-K/A reflects income before income taxes of $20.1 million.
Had the misapplication of SFAS No. 133 by OFS not occurred, the Company’s
consolidated statement of operations for such period would have reflected
consolidated income before income taxes of $19.6 million. Thus, the
approximately $0.5 million impact of the misapplication of SFAS No. 133 by
OFS
for the period November 3, 2005, through December 31, 2005, represents
approximately 2.5% of the Company’s consolidated income before income taxes for
the year ended December 31, 2005.
Notwithstanding
the foregoing, the Company concluded that its consolidated financial statements
as of, and for the year ended, December 31, 2005, present fairly, in all
material respects, the consolidated financial position of the Company as of
December 31, 2005, and the results of the Company’s operations and cash flows
for the year ended December 31, 2005, and do not require restatement.
Accordingly, the Company has determined to account for the impact of the
misapplication of SFAS No. 133 by OFS for the period November 3, 2005, through
December 31, 2005, in its restated consolidated financial statements as of,
and
for the period ended, March 31, 2006, and believes that doing so will be
immaterial to such consolidated financial statements.
In
closing, we acknowledge that:
|
•
|
we
are responsible for the adequacy and accuracy of the disclosure in
our
filings with the Commission;
|
|
•
|
Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to our
filings with the Commission; and
|
|
•
|
it
is the Staff’s position that 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.
|
If
you
have any questions regarding the contents of this letter, please feel free
to
contact me at (772) 231-1400.
Very
truly yours,
/s/
Robert E. Cauley
Robert
E.
Cauley
cc: Jeffrey
J. Zimmer
J.
Christopher Clifton, Esq.