SEC Comment Letter for ABLE ENERGY INC (CIK 0001065728) — Dec 1, 2005
ABLE ENERGY INC (CIK 0001065728)
Date: Dec. 1, 2005 · CIK: 0001065728 · Accession: 0000000000-05-060412
AI Filing Summary & Sentiment
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Mail Stop 3561
December 1, 2005
Mr. Gregory D. Frost
Chief Executive Officer
Able Energy, Inc.
198 Green Pond Road
Rockaway, New Jersey 07866
RE: Able Energy, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2005
Filed September 28, 2005
Form 10-Q/A for the Quarterly period ended September 30,
2005
Filed October 21, 2005
File No. 1-15035
Dear Mr. Frost:
We have reviewed the responses in your letter filed on
November
22, 2005 and have the following additional comments. We welcome
any
questions you may have about our comments or on 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 June 30, 2005
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 14
Results of Operations, page 16
Fiscal 2005 Compared to Fiscal 2004, page 17
1. We note your response to prior comment 2 and advise you that by
excluding the gain on sale of the operating assets of Able Propane
in
your discussion of the net loss for 2005 compared to the 2004, you
have presented a non-GAAP measure subject to the disclosure and
reconciliation requirements of Item 10(e) of Regulation S-K.
Please
revise your disclosure to indicate the reasons why you believe
presentation of this non-GAAP measure provides useful information
to
investors and disclose how management uses this non-GAAP measure.
Financial Statements, page 23
Report of Independent Registered Public Accounting Firm, page F-1
2. We note your response to prior comment 4. Please confirm to us
that Schedule II was audited. If not, you should amend your Form
10-
K to correct the opinion date and incorporate your auditor`s
review
of Schedule II into the opinion.
Amendment No. 2 to Form 10-Q for the Quarterly period ended
September
30, 2005
Financial Statements
3. Please amend your filing to present your discount on debt as a
reduction of the face amount of your convertible debentures,
rather
than a deferred charge. Please also disclose the effective
periodic
interest rate on the convertible debt. Refer to paragraph 16 of
APB
21.
Item 4. Controls and Procedures, page 17
4. Since you have restated your financial statements for the
period
ended September 30, 2005, we would expect you to re-evaluate your
original conclusions regarding the effectiveness of your
disclosure
controls and procedures as of the end of the period covered by the
original report. At a minimum, we would expect disclosure
explaining
why the principal executive and principal financial officers
continue
to believe that the disclosure controls and procedures were
effective, after considering the fact that the financial
statements
were required to be restated. Please revise your disclosures
accordingly.
* * * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may want to provide us with marked copies of
the amendments to expedite our review. Please furnish a letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your amendments and responses to our comments.
You may contact Yong Kim at (202) 551-3323 if you have
any
questions regarding these comments. Please contact me at (202)
551-
3716 with any other questions.
Sincerely,
William Choi
Branch Chief
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Mr. Gregory D. Frost
Able Energy, Inc.
December 1, 2005
Page 2
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