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United States securities and exchange commission logo
June 15, 2023
Brian Markison
Chief Executive and Director and Principal Financial Officer
RVL Pharmaceuticals plc
400 Crossing Boulevard
Bridgewater, NJ 08807
Re: RVL Pharmaceuticals
plc
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 20,
2023
File No. 001-38709
Dear Brian Markison:
We have reviewed your May 25, 2023 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 20, 2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to the Consolidated Financial Statements
Note 5. Revenue, page 91
1. Refer to your response
to comment 3. You state that Eversana assumes legal title to the
product at the time of
shipment to the end customer practitioner while the product is in
transit to the end
customer practitioner. Please address the following:
With respect to
identifying the customer,
o Clarify to
us when title of the product transfers from you to Eversana.
o Tell us why
transfer of title does not preclude Eversana from being considered
the customer
pursuant to ASC 606-10-15-3.
o Tell us the
nature of the contract the end customer practitioner enters into with
you to
purchase the product.
Brian Markison
RVL Pharmaceuticals plc
June 15, 2023
Page 2
o Confirm to us that Eversana does not pay you for the goods
shipped to them or
is not obligated to pay you if the end practitioner does not
pay.
Tell us if Eversana has inventory risk before the product is
transferred to the end
customer practitioner. Refer to ASC 606-10-55-39b.
Tell us who has primary responsibility for fulfilling the order
and why. Refer to ASC
606-10-55-39a.
Tell us when your performance obligations under the contract
have been satisfied and
why.
Provide us a detailed example of each step of the process from
how the end customer
practitioner places the order to how the end customer
practitioner pays for the order.
In particular, tell us Eversana's role in the process. Address if
the end customer
practitioner places the order directly with you or through
Eversana.
2. Refer to your response to comment 4 and Exhibit B as well as your
current disclosure in
Notes 2 and 5 to the consolidated financial statements. Please confirm
that you will revise
your accounting policy disclosure in future filings to describe your
revenue recognition
policy as it relates to each type of fulfillment arrangement (e.g.,
Pharmacy, Direct
Dispense and Virtual Inventory.)
You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202)
551-3426 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameBrian Markison Sincerely,
Comapany NameRVL Pharmaceuticals plc
Division of
Corporation Finance
June 15, 2023 Page 2 Office of Life
Sciences
FirstName LastName