SEC Company Response from DLH Holdings Corp. (DLHC) (CIK 0000785557) (DLHC) — Sep 20, 2006
DLH Holdings Corp. (DLHC) (CIK 0000785557)
Date: Sept. 20, 2006 · CIK: 0000785557 · Accession: 0000950136-06-007860
AI Filing Summary & Sentiment
Referenced dates: August 24, 2006
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CORRESP
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September 20, 2006
Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: TeamStaff, Inc.
Form 10-K for the Fiscal Year ended
September 30, 2005
Form 10-Q for the Fiscal
Quarters ended December 31,
2005, March 31, 2006 And
June 30, 2006
File No. 0-18492
Dear Mr. Spirgel:
We are responding to your letter dated August 24, 2006 concerning your review of
our supplemental response letter of August 8, 2006 on the above filings. Please
be advised that we have been granted a ten (10) business day extension by Nicole
Holden, Staff Accountant, to respond to your letter. We offer the following in
response:
1. We agree that, in accordance with SFAS 141 paragraphs 37 and 39, the
trademark of RS Staffing is an identifiable intangible asset not
subject to amortization apart from goodwill. Although we believe the
trade name has value in the government staffing segment, its value is
approximately $370,000 based upon the historical spending on
advertising and promotion limits. Due to the insignificance of the
amount (.74% of total assets at September 30, 2005) we don't believe
revising prior filings is material, and accordingly we will separate
the trade name from goodwill in future filings in accordance with
paragraphs 42 and 43 of SFAS 142 and will reclassify the items on the
comparative balance sheet for the fiscal year ended September 30, 2005
(the year in which the acquisition was made). Because of the
profitability of RS Staffing and the continued indefinite life of the
trade name, management determined that an impairment in value did not
exist at September 30, 2005. Additionally, impairment testing of both
the trade name and goodwill will be performed by an outside valuation
firm for the fiscal year ended September 30, 2006.
2. We agree with your comment and will enhance our discussion in the MD&A
of the factors used by management in determining the realizability of
the deferred tax asset in future filings.
In connection with our responses to the comments made by the staff of the
Commission we acknowledge that:
1. we are responsible for the adequacy and accuracy of the
disclosure in the filings;
2. 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
3. we may not assert staff comments as a defense in any proceedings
initiated by the Commission or any person under the federal
security laws of the United States.
We believe that we have been responsive to your comments and questions. Please
contact me at 732-748-3202 with additional comments or questions.
Very truly yours,
TEAMSTAFF, INC.
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Rick J. Filippelli