SEC Comment Letter for VERU INC. (VERU) (CIK 0000863894) (VERU) — Aug 20, 2015
VERU INC. (VERU) (CIK 0000863894)
Date: Aug. 20, 2015 · CIK: 0000863894 · Accession: 0000000000-15-042314
AI Filing Summary & Sentiment
Reasoning
Letter
August 20, 2015 Mail Stop 46 31 Via U.S. Mail Ms. Michele Greco, VP and Chief Financial Officer The Female Health Company 515 N. State Street, Suite 2225 Chicago, IL 60654
Re: The Female Health Company Form 10-K for the year ended September 30, 2014 Filed December 2, 2014 Form 10 -Q for the quarter ended June 30, 2015 Filed July 30, 2015 File No. 1 -13602
Dear Ms. Greco :
We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days b y providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments , we may have additional comments.
Form 10 -K for the year ended September, 30, 2014 Consolidated Statements of Cash Flows, page F -8
1. We note your non -cash activity of reducing accrued expenses upon issuance of shares. Please tell us what gi ves rise to this non -cash transaction and your accounting policy for this activity. Additionally, please revise future periodic filings to clearly disclose your accounting policy for these transactions.
Ms. Michele Greco The Female Health Company August 20, 2015 Page 2
Form 10 -Q for the quarter ended June 30, 2015 Note s to the Consolidated Financial Statements Note 1. Basis of Presentation Restricted Cash, page 8
2. We note that restricted cash relates to security provided to one of the Company’s U.K. banks for performance bonds issued in favor of customers and that you have included restricted cash within your cash balance for presentation on the balance sheet. Please explain to us how you considered Rule 5 -02 of Regulation S -X in determining it was not necessary to present these amounts in a separate restricted cash line item. Additionally, please tell us what consideration you gave to ASC Topic 230 -10-45 in determ ining your cash flow presentation of changes in restricted cash.
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 applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.
In respondi ng to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company 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.
You may contact Mindy Hooker at (202) 551 -3732 or me at (202) 551 -3768 with any questions.
Sincerely,
/s/ John Cash
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August 20, 2015 Mail Stop 46 31 Via U.S. Mail Ms. Michele Greco, VP and Chief Financial Officer The Female Health Company 515 N. State Street, Suite 2225 Chicago, IL 60654 Re: The Female Health Company Form 10-K for the year ended September 30, 2014 Filed December 2, 2014 Form 10 -Q for the quarter ended June 30, 2015 Filed July 30, 2015 File No. 1 -13602 Dear Ms. Greco : We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days b y providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments , we may have additional comments. Form 10 -K for the year ended September, 30, 2014 Consolidated Statements of Cash Flows, page F -8 1. We note your non -cash activity of reducing accrued expenses upon issuance of shares. Please tell us what gi ves rise to this non -cash transaction and your accounting policy for this activity. Additionally, please revise future periodic filings to clearly disclose your accounting policy for these transactions. Ms. Michele Greco The Female Health Company August 20, 2015 Page 2 Form 10 -Q for the quarter ended June 30, 2015 Note s to the Consolidated Financial Statements Note 1. Basis of Presentation Restricted Cash, page 8 2. We note that restricted cash relates to security provided to one of the Company’s U.K. banks for performance bonds issued in favor of customers and that you have included restricted cash within your cash balance for presentation on the balance sheet. Please explain to us how you considered Rule 5 -02 of Regulation S -X in determining it was not necessary to present these amounts in a separate restricted cash line item. Additionally, please tell us what consideration you gave to ASC Topic 230 -10-45 in determ ining your cash flow presentation of changes in restricted cash. 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 applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. In respondi ng to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company 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. You may contact Mindy Hooker at (202) 551 -3732 or me at (202) 551 -3768 with any questions. Sincerely, /s/ John Cash John Cash Branch Chief Office of Manufacturing and Construction