SEC Comment Letter for DLH Holdings Corp. (DLHC) (CIK 0000785557) (DLHC) — Jun 6, 2011
DLH Holdings Corp. (DLHC) (CIK 0000785557)
Date: June 6, 2011 · CIK: 0000785557 · Accession: 0000000000-11-034643
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 19, 2011, March 31, 2011
Letter
June 6, 2011 Facsimile 770-554-3603 Mr. John E. Kahn Chief Financial Officer TeamStaff, Inc. 1 Executive Drive, Suite 130 Somerset, NJ 08873 Re: TeamStaff, Inc. Form 10-K for the fiscal year ended September 30, 2010 Filed February 14, 2011 Forms 10-Q for the quarter ended December 31, 2010 and March 31, 2011 File No. 0-18492
Dear Mr. Kahn:
We have reviewed your response letter dated April 19, 2011 and have the following comments. As noted in our letter dated March 31, 2011, we have limited our review to only your financial statements and related disclosures a nd do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for the Year Ended September 30, 2010
General
1. Please expand your disclosure in future filings to include the responses in your letter, as applicable.
Mr. John E. Kahn TeamStaff, Inc. June 6, 2011 Page 2
Critical accounting policies
Goodwill and Intangible assets, page 30 2. We note your response to comment five from our letter dated March 31, 2011. To help us better understand your res ponse please provide us with y our calculations for (d) 1, 2 and 3 Specifically tell us the terminal valu e that you calculated; the differences between cash flows and taxable income; and the diffe rence between consolidated results and TeamStaff GS. Notes to Consolidated Financial Statements
(10) Commitments and Contingencies
Potential Contractual Billing Adjustments, page F-21 3. We note your response to comment seven from our letter dated March 31, 2011. Please tell us in detail about the status of your cu rrent discussions and collections efforts with the DVA. Please tell us how your correspondenc e with DOL which is not the contracting entity and collection efforts which are still unknown to us provide you with the necessary assurance to recogni ze this revenue.
Form 10-Q for the Quarterly Period Ended March 31, 2011
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations Payroll Taxes, page 27
4. Please expand your disclosure here and in the notes to the financial statements for to ensure you quantify all interest and penalties being sought from you. In particular, to the extent that it is at least re asonably possible that an exposur e to loss exists in excess of amounts accrued, please revise to disclose an es timate of the possible lo ss or range of loss or a statement that such an estimate cannot be made. If you have dete rmined that it is not possible to estimate the range of loss, please pr ovide an explanation re garding why this is not possible. Please refer to FA SB ASC 450-20-50-3 and 450-20-50-4.
Please file all correspondence over EDGAR. 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they have made.
Mr. John E. Kahn TeamStaff, Inc. June 6, 2011 Page 3
You may contact Sharon Virga, Senior Staff Accountant, at (202) 551-3385 or Ivette Leon, Assistant Chief Accountant, at (202) 551- 3351 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, Larry Spirgel Assistant Director
Show Raw Text
June 6, 2011
Facsimile 770-554-3603
Mr. John E. Kahn
Chief Financial Officer TeamStaff, Inc. 1 Executive Drive, Suite 130 Somerset, NJ 08873
Re: TeamStaff, Inc.
Form 10-K for the fiscal year ended September 30, 2010
Filed February 14, 2011
Forms 10-Q for the quarter ended December 31, 2010 and March 31, 2011
File No. 0-18492
Dear Mr. Kahn:
We have reviewed your response letter dated April 19, 2011 and have the following
comments. As noted in our letter dated March 31, 2011, we have limited our review to only your
financial statements and related disclosures a nd do not intend to expand our review to other
portions of your documents. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the Year Ended September 30, 2010
General
1. Please expand your disclosure in future filings to include the responses in your letter, as
applicable.
Mr. John E. Kahn
TeamStaff, Inc. June 6, 2011 Page 2
Critical accounting policies
Goodwill and Intangible assets, page 30
2. We note your response to comment five from our letter dated March 31, 2011. To help
us better understand your res ponse please provide us with y our calculations for (d) 1, 2
and 3 Specifically tell us the terminal valu e that you calculated; the differences between
cash flows and taxable income; and the diffe rence between consolidated results and
TeamStaff GS.
Notes to Consolidated Financial Statements
(10) Commitments and Contingencies
Potential Contractual Billing Adjustments, page F-21
3. We note your response to comment seven from our letter dated March 31, 2011. Please
tell us in detail about the status of your cu rrent discussions and collections efforts with
the DVA. Please tell us how your correspondenc e with DOL which is not the contracting
entity and collection efforts which are still unknown to us provide you with the necessary
assurance to recogni ze this revenue.
Form 10-Q for the Quarterly Period Ended March 31, 2011
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Payroll Taxes, page 27
4. Please expand your disclosure here and in the notes to the financial statements for to
ensure you quantify all interest and penalties being sought from you. In particular, to the
extent that it is at least re asonably possible that an exposur e to loss exists in excess of
amounts accrued, please revise to disclose an es timate of the possible lo ss or range of loss
or a statement that such an estimate cannot be made. If you have dete rmined that it is not
possible to estimate the range of loss, please pr ovide an explanation re garding why this is
not possible. Please refer to FA SB ASC 450-20-50-3 and 450-20-50-4.
Please file all correspondence over EDGAR. 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
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.
Mr. John E. Kahn
TeamStaff, Inc. June 6, 2011 Page 3
You may contact Sharon Virga, Senior Staff Accountant, at (202) 551-3385 or Ivette
Leon, Assistant Chief Accountant, at (202) 551- 3351 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, Larry Spirgel Assistant Director