SEC Comment Letter for SAFLINK CORP (CIK 0000847555) — Sep 21, 2005
SAFLINK CORP (CIK 0000847555)
Date: Sept. 21, 2005 · CIK: 0000847555 · Accession: 0000000000-05-048877
AI Filing Summary & Sentiment
File numbers found in text: 000-20270
Referenced dates: September 13, 2005
Letter
Room 4561 September 21, 2005 Glenn Argenbright President and Chief Executive Officer SAFLINK Corporation 777 108th Avenue NE, Suite 2100 Bellevue, WA 98004
Re: SAFLINK Corporation Form 10-K for Fiscal Year Ended December 31, 2004 Filed March 31, 2005 File no. 000-20270
Dear Mr. Argenbright:
We have reviewed your response letter dated September 13, and have following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a 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 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 the Fiscal Year Ended December 31, 2004
Note 3 - Business Combinations - SSP-Litronic Merger, page F-13 1. Given the subjectivity, judgment and uncertainty involved in the estimated useful life of the acquired core technology, tell us why you have not disclosed this as one of your critical accounting policies and estimates in your Form 10-K. In this regard, it appears that you should disclose the methodology and assumptions underlying your estimates, the effect the accounting estimates have on your financial presentation and the effect of changes in those estimates. 2. We have reviewed your proposed disclosure set forth in your response to prior comment no. 4; however, do not believe it provides sufficient quantitative information for an investor to determine the timing or extent of a write-down, based on the current fair value of your common stock. For example, your disclosure indicates "... or if the fair value of our business is not sufficient to support the net book value..." You should clarify whether or not, based on current fair values, the fair value of your business is sufficient to support the net book value, and if not, you should quantify the extent of impairment, if necessary. 3. We note your calculations in prior comment no. 6 and do not believe it is appropriate to include out-of-the-money or unvested options, warrants or convertible notes in your calculation of the fair value of your common stock on a fully diluted basis. While the exclusion of these securities does not appear to impact your conclusions as of June 30, 2005, please note for future analyses.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter with any amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.
You may contact Kari Jin, Staff Accountant, at (202) 551- 3481, Lisa Mitrovich, Assistant Chief Accountant at (202) 551-3453 or me at (202) 551-3499 if you have questions regarding these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Room 4561
September 21, 2005
Glenn Argenbright
President and Chief Executive Officer
SAFLINK Corporation
777 108th Avenue NE, Suite 2100
Bellevue, WA 98004
Re: SAFLINK Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
File no. 000-20270
Dear Mr. Argenbright:
We have reviewed your response letter dated September 13,
2005
and have following comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a 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 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 the Fiscal Year Ended December 31, 2004
Note 3 - Business Combinations - SSP-Litronic Merger, page F-13
1. Given the subjectivity, judgment and uncertainty involved in
the
estimated useful life of the acquired core technology, tell us why
you have not disclosed this as one of your critical accounting
policies and estimates in your Form 10-K. In this regard, it
appears
that you should disclose the methodology and assumptions
underlying
your estimates, the effect the accounting estimates have on your
financial presentation and the effect of changes in those
estimates.
2. We have reviewed your proposed disclosure set forth in your
response to prior comment no. 4; however, do not believe it
provides
sufficient quantitative information for an investor to determine
the
timing or extent of a write-down, based on the current fair value
of
your common stock. For example, your disclosure indicates "... or
if
the fair value of our business is not sufficient to support the
net
book value..." You should clarify whether or not, based on
current
fair values, the fair value of your business is sufficient to
support
the net book value, and if not, you should quantify the extent of
impairment, if necessary.
3. We note your calculations in prior comment no. 6 and do not
believe it is appropriate to include out-of-the-money or unvested
options, warrants or convertible notes in your calculation of the
fair value of your common stock on a fully diluted basis. While
the
exclusion of these securities does not appear to impact your
conclusions as of June 30, 2005, please note for future analyses.
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Lisa Mitrovich, Assistant Chief Accountant at (202) 551-3453 or me
at
(202) 551-3499 if you have questions regarding these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
cc: via facsimile
Michael Hutchings
DLA Piper Rudnick Gray Cary US LLP
(F) (206) 839-4801
??
??
??
??
Mr. Glenn Argenbright
SAFLINK Corporation
September 21, 2005
Page 1
</TEXT>
</DOCUMENT>