Mail Stop 6010
April 10, 2006
By U.S. Mail and Facsimile to (508) 429-5732
Mr. Bryce Chicoyne
Chief Financial Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746
RE: Harvard Bioscience, Inc.
Form 10-K for the fiscal year ended December 31, 2005
Form 8-K filed March 2, 2006
File No. 0-31923
Dear Mr. Chicoyne:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your future 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.
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 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 year ended December 31, 2005
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 25
Liquidity and Capital Resources, page 30
1. Please tell us and revise future filings to describe how cash
flows from discontinued operations are reflected in your cash
flows
statements. In addition, revise future filings to describe how the
absence of cash flows or absence of negative cash flows, related
to
the discontinued operations will impact your future liquidity and
capital resources.
Item 9A. Controls and Procedures, page 38
2. We note your statement that "... any controls and procedures,
no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives..." Please
revise future filings to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, please remove the reference
to
the level of assurance of your disclosure controls and procedures
in
future filings. Please refer to Section II.F.4 of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.
Note 7 - Discontinued Operations, page F-17
3. Please tell us and disclose in future filings, the facts and
circumstances leading to the $11.5 million long lived asset
impairment and $17.2 million goodwill impairment, including all
significant valuation assumptions. The discussion should not
merely
state that there was a decrease in revenues and operating profit,
but
should discuss the reasons why you believe those future cash flows
are decreasing. Also please discuss the expected manner and
timing
of the disposal as required by paragraph 47(a) of SFAS 144.
Form 8-K filed March 2, 2006
4. We see that you present your non-GAAP measures and
reconciliation
in the form of a non-GAAP statement of income. This format may be
confusing to investors as it also reflects several non-GAAP
measures,
including non-GAAP amortization of intangible assets, non-GAAP
total
operating expenses, non-GAAP operating income, non-GAAP income
from
continuing operations before income taxes, non-GAAP income taxes,
non-GAAP discontinued operations, net of tax, non-GAAP net income
and
non-GAAP basic earnings per share. In fact, it appears that
management does not use these non-GAAP measures but they are shown
here as a result of the presentation format. Please note that
Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing
information under this item you must provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure
for each non-GAAP measure presented and explain why you believe
the
measures provide useful information to investors.
* To eliminate investor confusion, please remove the non-GAAP
statement of income from all future filings and instead disclose
only
those non-GAAP measures used by management that you wish to
highlight
for investors, with the appropriate reconciliations.
* Please note that in the event that your Form 8-K is incorporated
by
reference into a 33 Act registration statement, we may have
additional questions relating to the appropriateness of this
information being included in a document filed with, and not just
furnished to, the Commission. At that time, we may request an
amendment to the Form 8-K.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your responses to our
comments.
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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. 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
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.
Sincerely,
Angela Crane
Branch Chief
Mr. Bryce Chicoyne
Harvard Bioscience, Inc.
April 10, 2006
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