SEC Comment Letter for Adams Respiratory Therapeutics, Inc. (CIK 0001319439) — Jun 28, 2005
Adams Respiratory Therapeutics, Inc. (CIK 0001319439)
Date: June 28, 2005 · CIK: 0001319439 · Accession: 0000000000-05-033088
AI Filing Summary & Sentiment
File numbers found in text: 333-123585
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 June 28, 2005 Walter E. Riehemann Vice President & General Counsel Adams Laboratories, Inc. 425 Main Street Chester, New Jersey 07930
Re: Adams Laboratories, Inc. Amendment #2 to Registration Statement on Form S-1 Filed June 16, 2005 File Number 333-123585
Dear Mr. Riehemann:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document 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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. 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 S-1
Management`s Discussion and Analysis of Financial Conditions and Results of Operations
Critical Accounting Policies and Estimates
Sales Returns and Allowances, page 33 1. We have read your response to comment 5 and we have the following additional comments:
a. For the disclosures that you have included a sensitivity analysis, please clarify in the filing what assumption and/or estimate changed that would cause the provision to change. Also clarify why 1% is an appropriate change. b. Please include the following information in your rollforward that is disclosed on page 34: * Current provision related to sales made in current period, ? Current provision related to sales made in prior periods, ? Actual returns or credits in current period related to sales made in current period, ? Actual returns or credits in current period related to sales made in prior periods.
Accretion of Preferred Stock, page F-14 2. We have read your response to comment 15. Please explain to us why you have not reflected any adjustment in fair value of your redeemable preferred stock as a reduction or increase in income applicable to common stockholders in the calculation of your earnings per share pursuant to EITF Topic D-98. As it appear the increases or decreases in the carrying amount of the redeemable preferred stock are material please present the charges or credits to income as a separate disclosure of income applicable to common stockholders on the face of the income statement.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Joseph Roesler at (202) 551-3628 or Mary Mast at (202) 551-3613 if you have questions regarding comments on the financial statements and related matters. Please contact Albert Lee at (202) 551-3654 or me at (202) 551-3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
Show Raw Text
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Via Facsimile and U.S. Mail
Mail Stop 6010
June 28, 2005
Walter E. Riehemann
Vice President & General Counsel
Adams Laboratories, Inc.
425 Main Street
Chester, New Jersey 07930
Re: Adams Laboratories, Inc.
Amendment #2 to Registration Statement on Form S-1
Filed June 16, 2005
File Number 333-123585
Dear Mr. Riehemann:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. 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 S-1
Management`s Discussion and Analysis of Financial Conditions and
Results of Operations
Critical Accounting Policies and Estimates
Sales Returns and Allowances, page 33
1. We have read your response to comment 5 and we have the
following
additional comments:
a. For the disclosures that you have included a sensitivity
analysis,
please clarify in the filing what assumption and/or estimate
changed
that would cause the provision to change. Also clarify why 1% is
an
appropriate change.
b. Please include the following information in your rollforward
that
is disclosed on page 34:
* Current provision related to sales made in current period,
? Current provision related to sales made in prior periods,
? Actual returns or credits in current period related to sales
made in current period,
? Actual returns or credits in current period related to sales
made in prior periods.
Accretion of Preferred Stock, page F-14
2. We have read your response to comment 15. Please explain to us
why you have not reflected any adjustment in fair value of your
redeemable preferred stock as a reduction or increase in income
applicable to common stockholders in the calculation of your
earnings
per share pursuant to EITF Topic D-98. As it appear the increases
or
decreases in the carrying amount of the redeemable preferred stock
are material please present the charges or credits to income as a
separate disclosure of income applicable to common stockholders on
the face of the income statement.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Joseph Roesler at (202) 551-3628 or Mary
Mast
at (202) 551-3613 if you have questions regarding comments on the
financial statements and related matters. Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: J. Vaughan Curtis
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
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Walter E. Riehemann
Adams Laboratories, Inc.
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