SEC Comment Letter for ENDOCARE INC (CIK 0001003464) — Sep 22, 2005
ENDOCARE INC (CIK 0001003464)
Date: Sept. 22, 2005 · CIK: 0001003464 · Accession: 0000000000-05-049085
AI Filing Summary & Sentiment
Letter
Mail Stop 6010 September 9, 2005 Michael R. Rodriguez Senior Vice President, Finance and Chief Executive Officer Endocare, Inc. 201 Technology Drive Irvine, California 92618
Re: Endocare, Inc. Draft of Amendment to Annual Report on Form 10-K for the fiscal year ended December 31, 2004 Draft of Amendment to Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005 Provided September 1, 2005 File No. 0-27212
Dear Mr. Rodriguez:
We have reviewed your drafts and have the following comments. Where indicated, we think you should revise your documents 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.
Draft Amendment No. 2 to Form 10-K for the Year Ended December 31,
Item 9a. Controls and Procedures
1. We note you plan to restate your Form 10-K/A to properly classify gains and losses as components of operating income. We also note that you plan to restate your 2005 Forms 10-Q to properly account for certain warrants as liabilities. Please revise your proposed Item 9(a) disclosure for both the Form 10-K/A and the Forms 10-Q/A to:
* Explicitly acknowledge the restatement * State whether in light of the restatement management continues to believe disclosure controls and procedures are effective and if so why.
Also, for purposes of your Forms 10-Q/A, if management has made a material change to the company`s internal controls over financial reporting, please make the disclosure required by Item 308(c) of Regulation S-K.
Draft Amendment No. 1 to Forms 10-Q for the Quarterly Periods Ended March 31, and June 30, 2005
Item 1. Condensed Consolidated Financial Statements
2. Please tell us why you reflect the liability related to the common stock warrants as long-term and not current. We note that the warrants are exercisable at any time during the next five years.
You may contact Eric Atallah at (202) 551-3663 or Kaitlan Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551-3602 or me at (202) 551-3617 with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
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Mail Stop 6010
September 9, 2005
Michael R. Rodriguez
Senior Vice President, Finance and
Chief Executive Officer
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
Re: Endocare, Inc.
Draft of Amendment to Annual Report on Form 10-K for
the fiscal year ended December 31, 2004
Draft of Amendment to Form 10-Q for the quarters ended
March 31, 2005 and June 30, 2005
Provided September 1, 2005
File No. 0-27212
Dear Mr. Rodriguez:
We have reviewed your drafts and have the following
comments.
Where indicated, we think you should revise your documents 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.
Draft Amendment No. 2 to Form 10-K for the Year Ended December 31,
2004
Item 9a. Controls and Procedures
1. We note you plan to restate your Form 10-K/A to properly
classify
gains and losses as components of operating income. We also note
that you plan to restate your 2005 Forms 10-Q to properly account
for
certain warrants as liabilities. Please revise your proposed Item
9(a) disclosure for both the Form 10-K/A and the Forms 10-Q/A to:
* Explicitly acknowledge the restatement
* State whether in light of the restatement management continues
to
believe disclosure controls and procedures are effective and if so
why.
Also, for purposes of your Forms 10-Q/A, if management has made a
material change to the company`s internal controls over financial
reporting, please make the disclosure required by Item 308(c) of
Regulation S-K.
Draft Amendment No. 1 to Forms 10-Q for the Quarterly Periods
Ended
March 31, and June 30, 2005
Item 1. Condensed Consolidated Financial Statements
2. Please tell us why you reflect the liability related to the
common
stock warrants as long-term and not current. We note that the
warrants are exercisable at any time during the next five years.
You may contact Eric Atallah at (202) 551-3663 or Kaitlan
Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Tom Jones at (202) 551-3602 or me at
(202)
551-3617 with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc (via fax): Steven G. Rowles, Esq.
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Michael R. Rodriguez
Endocare, Inc.
September 9, 2005
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