SEC Comment Letter for Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524) (JAZZ) — Feb 13, 2013
Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524)
Date: Feb. 13, 2013 · CIK: 0001232524 · Accession: 0000000000-13-008385
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33500
Letter
February 1 3, 2013 Via E -mail Ms. Karen J. Wilson Vice President of Finance Jazz Pharmaceuticals plc 45 Fitzwilliam Square Dublin 2, Ireland
Re: Jazz Pharmaceuticals plc Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 2 8, 2012 File No. 001-33500
Dear Ms. Wilson :
We have reviewed your January 22, 2013 response to our December 21, 2012 letter and have the following comments.
Please respond to this letter within 10 business days by providing the requested information or by advising us when you will provide the requested re sponse. If you do not believe the comment s apply to your facts and circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under the form type label CORRESP that key s your response s to our comment s.
After reviewing the information you provide, we may have additional comments and/or request that you amend your filing .
Form 10 -K for the Fi scal Year Ended December 31, 2011
Management’s Discussion and Analysis of Financial Condition and Results of Operations Business and Financial Overview, page 27
1. We acknowledge your response and proposed disclosure to our comment 10. We note that your res earch and development expense for the years ended 2011, 2010 and 2009 was 9.7%, 22%, and 32%, respectively, of total operating expenses. You also disclose that you expect future research and development expenses to increase. We believe your proposed disclo sure lacks context without the amounts incurred for the periods presented. In this regard, in order to provide more insight into how you manage your R&D function, please revise your proposed disclosure to disclose the composition of the total R&D expense s hown in the financial statements for each period presented. This can take a variety of forms but is mainly driven by how many projects are managed and how they are reported within the organization and may take the form, for example, of separate disclosure for each of your current three pathways (i.e. developing line
Ms. Karen J. Wilson Jazz Pharmaceuticals plc February 1 3, 2013 Page 2
extensions, generating additional clinical data for existing products and developing new product candidates ).
Notes to Consolidated Financial Statements Stock Based Compensation, page F -22
2. We acknowledge your response to our comment 3. Please provide us proposed disclosure to be included in future periodic reports that discloses your change in how you estimate expected volatility consistent with your response. Otherwise, please tell us where you made similar disclosure in your interim periodic reports.
You may contact Sasha Parikh, Staff Accountant, at (202) 551 -3627 or Mark Brunhofer , Senior St aff Accountant, at (202) 551 -3638 if you have questions regarding the comment s. In this regard, do not hesitate to contact me at (202) 551 -3679.
Sincerely,
/s/ Jim B. Rosenberg
Show Raw Text
February 1 3, 2013
Via E -mail
Ms. Karen J. Wilson
Vice President of Finance
Jazz Pharmaceuticals plc
45 Fitzwilliam Square
Dublin 2, Ireland
Re: Jazz Pharmaceuticals plc
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 2 8, 2012
File No. 001-33500
Dear Ms. Wilson :
We have reviewed your January 22, 2013 response to our December 21, 2012 letter and
have the following comments.
Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested re sponse. If you do not
believe the comment s apply to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.
After reviewing the information you provide, we may have additional comments and/or
request that you amend your filing .
Form 10 -K for the Fi scal Year Ended December 31, 2011
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business and Financial Overview, page 27
1. We acknowledge your response and proposed disclosure to our comment
10. We note that your res earch and development expense for the years ended 2011, 2010
and 2009 was 9.7%, 22%, and 32%, respectively, of total operating expenses. You also
disclose that you expect future research and development expenses to increase. We
believe your proposed disclo sure lacks context without the amounts incurred for the
periods presented. In this regard, in order to provide more insight into how you manage
your R&D function, please revise your proposed disclosure to disclose the composition
of the total R&D expense s hown in the financial statements for each period presented.
This can take a variety of forms but is mainly driven by how many projects are managed
and how they are reported within the organization and may take the form, for example, of
separate disclosure for each of your current three pathways (i.e. developing line
Ms. Karen J. Wilson
Jazz Pharmaceuticals plc
February 1 3, 2013
Page 2
extensions, generating additional clinical data for existing products and developing new
product candidates ).
Notes to Consolidated Financial Statements
Stock Based Compensation, page F -22
2. We acknowledge your response to our comment 3. Please provide us proposed
disclosure to be included in future periodic reports that discloses your change in how you
estimate expected volatility consistent with your response. Otherwise, please tell us
where you made similar disclosure in your interim periodic reports.
You may contact Sasha Parikh, Staff Accountant, at (202) 551 -3627 or Mark Brunhofer ,
Senior St aff Accountant, at (202) 551 -3638 if you have questions regarding the comment s. In
this regard, do not hesitate to contact me at (202) 551 -3679.
Sincerely,
/s/ Jim B. Rosenberg
Jim B. Rosenberg
Senior Assistant Chief Accountant