SEC Comment Letter for Altimmune, Inc. (ALT) (CIK 0001326190) (ALT) — Dec 22, 2009
Altimmune, Inc. (ALT) (CIK 0001326190)
Date: Dec. 22, 2009 · CIK: 0001326190 · Accession: 0000000000-09-071794
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32587
Letter
Via Facsimile and U.S. Mail Mail Stop 4720 December 22, 2009 Charles A. Reinhart III Chief Financial Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD
Re: PharmAthene, Inc. Form 10-K for the Year Ended December 31, 2008 Form 10-Q for the Period Ended September 30, 2009 File No. 001-32587
Dear Mr. Reinhart:
We have reviewed your filings and have the following comments. We have limited our review of your filings to your fina ncial statements and related disclosures and do not intend to expand our review to other por tions of your document. In our comments, we ask you to provide us with information to better understand your disclosure. Where a comment requests you to revise disclosure, the information you provide should show us what the revised disclosure will look like a nd identify the annual or quarterly filing, as applicable, in which you intend to first incl ude it. If you do not believe that revised disclosure is necessary, please explain the reason in your re sponse. After reviewing the information provided, we may raise additiona l comments and/or request that you amend your filings.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. 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.
Charles A. Reinhart III PharmAthene, Inc. December 22, 2009 Page 2 Form 10-K for the Year Ended December 31, 2008
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47 Results of Operations, page 49
Acquired In-Process Research and Development, page 52
1. Please disclose the following information relating to the in-process research and development acquired: a. Disclose the specific nature and fair value of each significant in-process research and development project acquired.
b. Disclose the completeness, complexity and uniqueness of the projects at the acquisition date.
c. Disclose the nature, timing and estimate d costs of the efforts necessary to complete the projects, and the anticipated completion dates.
d. Explain the risks and uncertainties associated with completing development on schedule, and conseque nces if it is not completed timely.
e. Disclose what appraisal method wa s used to value the projects.
f. Disclose the significant appr aisal assumptions, such as:
i. the period in which material net cash inflows fr om significant projects are expected to commence; ii. material anticipated changes from historical pricing, margins and expense levels; and iii. the risk adjusted discount rate a pplied to the project’s cash flows.
g. In periods after a significant write-o ff, discuss the status of efforts to complete the projects, and the impact of any delays on your expected investment return, results of ope rations and financial condition.
Charles A. Reinhart III PharmAthene, Inc. December 22, 2009 Page 3 Index to Consolidated Financial Statements, page F-1
Note 2 - Summary of Significant Accounting Policies, F-10
Revenue Recognition, page F-14
2. Your disclosure of recognizing revenue fr om cost-plus-fee contracts “to the extent of costs incurred plus an estimate of the a pplicable fees” is vague. Please revise to clarify when revenue is recognized and how the amount is determined. Also disclose how costs incurred under these agreements are measured and how the applicable fees are estimated.
Form 10-Q for the Period Ended September 30, 2009
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of Operations, page 13 Liquidity and Capital Resources, page 19
Operating Activities, page 20
3. We note that your unbilled receiv ables increased $12.9 million between December 31, 2008 and September 30, 2009. Pleas e revise to disclose the billing terms and to explain why you believe that collectability of the unbilled receivable is assured. * * *
Please provide us the information requested within 10 business days of the date of this letter or tell us when you will provide a response prior to the expiration of the 10-day period. Please furnish a letter with your responses that keys your response to our comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 co mments, please provide, in your letter, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
Charles A. Reinhart III PharmAthene, Inc. December 22, 2009 Page 4 • 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 comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658 or Mary Mast, Senior Staff Accountant, at (202) 551-3613, if you have questions regarding the comments. In this regard, do not hes itate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g Senior Assistant Chief Accountant
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 4720
December 22, 2009
Charles A. Reinhart III
Chief Financial Officer
PharmAthene, Inc.
One Park Place,
Suite 450
Annapolis, MD
Re: PharmAthene, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009
File No. 001-32587
Dear Mr. Reinhart:
We have reviewed your filings and have the following comments. We have
limited our review of your filings to your fina ncial statements and related disclosures and
do not intend to expand our review to other por tions of your document. In our comments,
we ask you to provide us with information to better understand your disclosure. Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it. If you do not believe that revised
disclosure is necessary, please explain the reason in your re sponse. After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filings.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. 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.
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 2
Form 10-K for the Year Ended December 31, 2008
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 47
Results of Operations, page 49
Acquired In-Process Research and Development, page 52
1. Please disclose the following information relating to the in-process research and
development acquired:
a. Disclose the specific nature and fair value of each significant in-process
research and development project acquired.
b. Disclose the completeness, complexity and uniqueness of the projects at
the acquisition date.
c. Disclose the nature, timing and estimate d costs of the efforts necessary to
complete the projects, and the anticipated completion dates.
d. Explain the risks and uncertainties associated with completing
development on schedule, and conseque nces if it is not completed timely.
e. Disclose what appraisal method wa s used to value the projects.
f. Disclose the significant appr aisal assumptions, such as:
i. the period in which material net cash inflows fr om significant
projects are expected to commence;
ii. material anticipated changes from historical pricing, margins and
expense levels; and
iii. the risk adjusted discount rate a pplied to the project’s cash flows.
g. In periods after a significant write-o ff, discuss the status of efforts to
complete the projects, and the impact of any delays on your expected investment return, results of ope rations and financial condition.
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 3
Index to Consolidated Financial Statements, page F-1
Note 2 - Summary of Significant Accounting Policies, F-10
Revenue Recognition, page F-14
2. Your disclosure of recognizing revenue fr om cost-plus-fee contracts “to the extent
of costs incurred plus an estimate of the a pplicable fees” is vague. Please revise to
clarify when revenue is recognized and how the amount is determined. Also
disclose how costs incurred under these agreements are measured and how the
applicable fees are estimated.
Form 10-Q for the Period Ended September 30, 2009
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 13
Liquidity and Capital Resources, page 19
Operating Activities, page 20
3. We note that your unbilled receiv ables increased $12.9 million between
December 31, 2008 and September 30, 2009. Pleas e revise to disclose the billing
terms and to explain why you believe that collectability of the unbilled receivable
is assured.
* * *
Please provide us the information requested within 10 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your responses that keys your response to our
comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on
EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 4
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613, if you have questions regarding the
comments. In this regard, do not hes itate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant