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United States securities and exchange commission logo
March 28, 2024
Devdatt Kurdikar
Chief Executive Officer
Embecta Corp.
300 Kimball Drive, Suite 300
Parsippany, New Jersey
Re: Embecta Corp.
Form 10-K for
Fiscal Year Ended September 30, 2023
Filed November 29,
2023
Form 8-K dated
February 9, 2024
File No. 001-41186
Dear Devdatt Kurdikar :
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal year Ended September 30, 2023
Exhibits
1. We note that the
certifications provided as Exhibit 31.1 and Exhibit 31.2 for your Form
10-K for fiscal year
ended September 30, 2023 do not include paragraph 4(b) and the
introductory language
in paragraph 4, referring to your internal control over financial
reporting. Please amend
the filing to provide revised certifications. You may file an
abbreviated amendment
that is limited to the cover page, explanatory note, signature page
and paragraphs 1, 2, 4
and 5 of the certification. Refer to Exchange Act Rule 13a-14(a)
and Item 601(b)(31) of
Regulation S-K. Please ensure the revised certifications refer to
the Form 10-K/A and are
currently dated.
Devdatt Kurdikar
Embecta Corp.
March 28, 2024
Page 2
Form 8-K dated February 9, 2024
Exhibit 99.1, page 9
2. We note you presented Adjusted Net Income and Adjusted Net Income per
Diluted Share
basing off a reconciliation from Income Before Income Taxes to
Adjusted Pre-Tax
Income, resulting in your non-GAAP measures being presented before
their comparable
GAAP measurements for GAAP Net Income and GAAP Net Income per Diluted
Share.
In future filings, please ensure you present each of your non-GAAP
reconciliation starting
from the most directly comparable GAAP measures, and also present GAAP
measures
before non-GAAP measures to avoid the prominent issue. Refer to
Question 102.10(a)
and 10(b) of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
Measures.
3. We note you had incurred significant One-time stand up costs for the
last two years and
that you expect to incur similar but less costs in fiscal year 2024.
Please tell us the major
components of these costs, and for each major component your basis to
determine that
such costs are non-recurring, infrequent or unusual in nature. In that
regard, we note you
disclosed in your financial statement notes that other operating
expenses include costs for
the implementation of your new ERP system. Refer to Question 102.03 of
the
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures. Revise
your disclosures in future filings where necessary.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391
with any
questions.
Sincerely,
FirstName LastNameDevdatt Kurdikar
Division of
Corporation Finance
Comapany NameEmbecta Corp.
Office of
Industrial Applications and
March 28, 2024 Page 2 Services
FirstName LastName