##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the quarterly period ended December 31, 2006
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file number: 000-51445
 ADAMS RESPIRATORY THERAPEUTICS, INC.
 (Exact Name of Registrant as Specified in Charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    75-2725552
(I.R.S. Employer Identification No.)
 4 Mill Ridge Lane
Chester, New Jersey 07930
(Address of principal executive offices including zip code)
 (908) 879-1400
(Registrants telephone number, including area code)
 þ o
 
 o o þ
 o þ
 35,544,486




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##### 



ADAMS RESPIRATORY THERAPEUTICS, INC.
 INDEX
 PagePart
I. Financial InformationSpecial Note Regarding Forward-looking Statements
    
    
    1Item 1.
    
    Financial Statements (Unaudited)
    
    
    3Consolidated Balance Sheets  December 31, 2006
and June 30, 2006
    
    
    3Consolidated Statements of Income  Three and six
months ended December 31, 2006 and 2005
    
    
    4Consolidated Statement of Stockholders Equity 
December 31, 2006
    
    
    5Consolidated Statements of Cash Flows  Six
months ended December 31, 2006 and 2005
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosure of Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    22Part
II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of
Proceeds
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    27Item 6.
    
    Exhibits
    
    
    28Signatures
    
    
    29EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO




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PART I  FINANCIAL INFORMATION
 
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Our need for additional inventory reserves;
    
    our involvement in litigation having a material adverse impact on our business,
financial condition, results of operations or cash flows;
    
    our obligations related to product returns;
    
    our ability to obtain sufficient quantities of raw materials, including dextromethorphan;
    
    our reliance on third parties to perform certain aspects of the manufacturing and
packaging of our products;
    
    our expectations of the seasonality of our product sales and related revenue
fluctuations;
    
    our intentions to grow our business by increasing the market share of our current
products and expanding our product portfolio and our expectation of increased expenses to
do so;
    
    our ability to meet our anticipated operating needs with our revenues, existing cash and
our Credit Facility;
    
    our need for additional capital to acquire and develop new products;
    
    the timing of the USPTOs reexamination of the patentability of our delivery system for
guaifenesin and our ability to prevail in the reexamination process;
    
    our plans to continue our erdosteine clinical development;
    
    our reliance on and continued consolidation of our top customers;
    
    an increase in stronger and more direct competition, including private label and generic competition;
    
    the FDAs timing and review of Mutuals ANDA and our ability to maintain our exclusive
market position for Mucinex SE and Humibid SE;
    
    our expectations of continued pricing pressures;
    
    our ability to leverage our brand name and continue the successful marketing of our products;
    
    reimbursement of our products under state Medicaid programs; and
    
    our exposure to credit rate, interest rate and exchange rate risk.
  1




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2




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ITEM 1.
    
    FINANCIAL STATEMENTS.
 
 Adams Respiratory Therapeutics, Inc.
Consolidated Balance Sheets
(Amounts in thousands, except per share amounts)
 December 31,
    
    
    June 30,2006
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,195
    
    
    $
    34,815Short-term investments
    
    
    31,984
    
    
    
    22,223Accounts receivable, net
    
    
    51,420
    
    
    
    19,444Inventories, net
    
    
    40,209
    
    
    
    10,603Prepaid expenses and other assets
    
    
    8,387
    
    
    
    4,857Income taxes receivable
    
    
    1,000
    
    
    
    4,045Deferred tax assets
    
    
    5,402
    
    
    
    3,659Total current assets
    
    
    151,597
    
    
    
    99,646Property, plant and equipment, net of accumulated depreciation
    
    
    16,371
    
    
    
    7,388Deferred tax assets
    
    
    2,754
    
    
    
    2,545Intangible assets, net
    
    
    129,337
    
    
    
    127,128Other assets
    
    
    12,974
    
    
    
    15,883Total assets
    
    $
    313,033
    
    
    $
    252,590LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    31,208
    
    
    $
    15,189Accrued compensation and related items
    
    
    11,306
    
    
    
    5,769Accrued returns, chargebacks, rebates and other sales allowances
    
    
    5,423
    
    
    
    5,701Other current liabilities
    
    
    3,018
    
    
    
    1,648Total current liabilities
    
    
    50,955
    
    
    
    28,307Long-term liabilities:Deferred gain on sale of plant assets
    
    
    
    
    
    
    1,309Accrued royalties
    
    
    852
    
    
    
    701Total liabilities
    
    
    51,807
    
    
    
    30,317Stockholders equity:Preferred Stock $0.01 par value:Authorized
shares  50,000, issued and outstanding  none
    
    
    
    
    
    
    Common stock, $0.01 par value:Authorized
shares  100,000,
issued and outstanding shares  35,238 at December 31, 2006 and
34,874 at June 30, 2006
    
    
    352
    
    
    
    349Additional paid-in capital
    
    
    475,047
    
    
    
    464,877Accumulated deficit
    
    
    (214,141
    )
    
    
    (242,842
    )Accumulated other comprehensive loss
    
    
    (32
    )
    
    
    (111
    )Total stockholders equity
    
    
    261,226
    
    
    
    222,273Total liabilities and stockholders equity
    
    $
    313,033
    
    
    $
    252,590
  3




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Adams Respiratory Therapeutics, Inc.
Consolidated Statements of Income
(Amounts in thousands, except per share amounts)
 Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(unaudited)Net sales
    
    $
    110,576
    
    
    $
    63,247
    
    
    $
    200,718
    
    
    $
    110,264Cost of goods sold
    
    
    26,598
    
    
    
    13,920
    
    
    
    55,956
    
    
    
    22,441Gross margin
    
    
    83,978
    
    
    
    49,327
    
    
    
    144,762
    
    
    
    87,823Selling, marketing & administrative
    
    
    55,963
    
    
    
    29,693
    
    
    
    85,946
    
    
    
    45,562Product development
    
    
    6,727
    
    
    
    4,096
    
    
    
    13,014
    
    
    
    7,522AlleRx charge
    
    
    2,699
    
    
    
    
    
    
    
    2,699
    
    
    
    Other, net
    
    
    (823
    )
    
    
    (1,862
    )
    
    
    (1,702
    )
    
    
    (2,788
    )64,566
    
    
    
    31,927
    
    
    
    99,957
    
    
    
    50,296Income before income taxes
    
    
    19,412
    
    
    
    17,400
    
    
    
    44,805
    
    
    
    37,527Provision for income taxes
    
    
    6,889
    
    
    
    6,734
    
    
    
    16,104
    
    
    
    14,473Net income
    
    $
    12,523
    
    
    $
    10,666
    
    
    $
    28,701
    
    
    $
    23,054Income per common shareBasic
    
    $
    0.36
    
    
    $
    0.32
    
    
    $
    0.82
    
    
    $
    0.75Diluted
    
    $
    0.34
    
    
    $
    0.29
    
    
    $
    0.77
    
    
    $
    0.65Weighted-average of common shares used in
income per share calculationBasic
    
    
    35,192
    
    
    
    33,464
    
    
    
    35,103
    
    
    
    30,676Diluted
    
    
    37,135
    
    
    
    36,398
    
    
    
    37,182
    
    
    
    35,676
  4




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Adams Respiratory Therapeutics, Inc.
Consolidated Statement of Stockholders Equity
(Amounts in thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    EquityBalance as of June 30, 2006
    
    
    34,874
    
    
    $
    349
    
    
    $
    464,877
    
    
    $
    (242,842
    )
    
    $
    (111
    )
    
    $
    222,273Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,701
    
    
    
    
    
    
    
    28,701Unrealized gain on marketable
securities, net of tax of $18
(unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    79Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,780Stock compensation expense
(unaudited)
    
    
    
    
    
    
    
    
    
    
    3,687
    
    
    
    
    
    
    
    
    
    
    
    3,687Exercise of stock options (unaudited)
    
    
    363
    
    
    
    3
    
    
    
    2,262
    
    
    
    
    
    
    
    
    
    
    
    2,265Exercise of warrants (unaudited)
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax benefit of stock options
(unaudited)
    
    
    
    
    
    
    
    
    
    
    4,221
    
    
    
    
    
    
    
    
    
    
    
    4,221Balance as of December 31, 2006
(unaudited)
    
    
    35,238
    
    
    $
    352
    
    
    $
    475,047
    
    
    $
    (214,141
    )
    
    $
    (32
    )
    
    $
    261,226
  5




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Adams Respiratory Therapeutics, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands)
 Six Months EndedDecember 31,2006
    
    
    2005(unaudited)Operating ActivitiesNet income
    
    $
    28,701
    
    
    $
    23,054Adjustments to reconcile net income to net cash (used in)/provided by operating activities:Depreciation and amortization
    
    
    1,565
    
    
    
    598Stock compensation expense
    
    
    3,687
    
    
    
    2,177AlleRx charge
    
    
    2,699
    
    
    
    Deferred taxes
    
    
    (1,970
    )
    
    
    1,049Changes in operating assets and liabilities:Accounts receivable
    
    
    (31,976
    )
    
    
    (28,774
    )Inventories
    
    
    (29,606
    )
    
    
    2,375Prepaid expenses and other current assets
    
    
    (3,457
    )
    
    
    (1,681
    )Intangible assets
    
    
    (2,692
    )
    
    
    Other assets
    
    
    (1,713
    )
    
    
    Accounts payable
    
    
    16,019
    
    
    
    9,990Income taxes
    
    
    3,045
    
    
    
    (5,898
    )Accrued expenses and other liabilities
    
    
    2,772
    
    
    
    5,670Net cash (used in)/provided by operating activities
    
    
    (12,926
    )
    
    
    8,560Investing ActivitiesPurchases of property, plant and equipment
    
    
    (10,066
    )
    
    
    (900
    )Increase in investments and restricted cash
    
    
    (17,000
    )
    
    
    (10,882
    )Maturities of investments
    
    
    12,254
    
    
    
    Net cash (used in) investing activities
    
    
    (14,812
    )
    
    
    (11,782
    )Financing ActivitiesBorrowings on line of credit
    
    
    20,000
    
    
    
    Repayments of line of credit
    
    
    (20,000
    )
    
    
    Debt issuance costs
    
    
    (367
    )
    
    
    Proceeds from exercise of stock options and warrants
    
    
    2,265
    
    
    
    2,061Net proceeds from issuance of common stock
    
    
    
    
    
    
    107,732Excess tax benefit from exercise of stock options
    
    
    4,220
    
    
    
    12,253Net cash provided by financing activities
    
    
    6,118
    
    
    
    122,046Net (decrease)/increase in cash and cash equivalents
    
    
    (21,620
    )
    
    
    118,824Cash and cash equivalents at beginning of period
    
    
    34,815
    
    
    
    24,655Cash and cash equivalents at end of period
    
    $
    13,195
    
    
    $
    143,479
  6




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
 1. Summary of Significant Accounting Policies
 Basis of Presentation
   Principles of Consolidation
  Use of Estimates
  Manufacturing Assets Repurchase
  Inventories and Cost of Goods Sold
  7




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
 December 31,
    
    
    June 30,2006
    
    
    2006Raw materials
    
    $
    6,563
    
    
    $
    Work in progress
    
    
    7,173
    
    
    
    Finished goods
    
    
    26,491
    
    
    
    10,62740,227
    
    
    
    10,627Less: reserve for obsolescence
    
    
    (18
    )
    
    
    (24
    )Inventories, net
    
    $
    40,209
    
    
    $
    10,603
   Income Taxes
  Revenue Recognition
   8




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
 Recently Issued Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes
 2. Supplementary Financial Information
 Allowances for Accounts Receivable
  Intangible Assets
  December 31,
    
    
    June 30,2006
    
    
    2006Intangible asset with indefinite life:Delsym trademark
    
    $
    122,000
    
    
    $
    122,000Amortizable intangible assets
    
    
    9,454
    
    
    
    6,763Accumulated amortization
    
    
    (2,117
    )
    
    
    (1,635
    )Net balance
    
    $
    7,337
    
    
    $
    5,128
    9




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
  Other Assets
  Accrued Returns, Chargebacks, Rebates and Other Sales Allowances
  AlleRx Charge
 Supplementary Financial Information  Intangible Assets
 Other, net
  3. Benefit Plan
  10




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
  4. Stockholders Equity
 Secondary Offerings
   Stock Compensation Plan
  5 . Income per Common Share
  11




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
 Three Months Ended
    
    
    Six Months EndedDecember 31
    
    
    December 312006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    12,523
    
    
    $
    10,666
    
    
    $
    28,701
    
    
    $
    23,054Average shares outstanding  basic
    
    
    35,192
    
    
    
    33,464
    
    
    
    35,103
    
    
    
    30,676Weighted average dilutive stock options
    
    
    1,757
    
    
    
    2,617
    
    
    
    1,846
    
    
    
    2,761Weighted average assumed conversion of redeemable
convertible Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,906Weighted average dilutive warrants, restricted
stock units and performance shares
    
    
    39
    
    
    
    317
    
    
    
    86
    
    
    
    333Weighted average dilutive JMED rights (See Note 2)
    
    
    147
    
    
    
    
    
    
    
    147
    
    
    
    Average shares outstanding  diluted
    
    
    37,135
    
    
    
    36,398
    
    
    
    37,182
    
    
    
    35,676Income/(loss) per common share:Basic
    
    $
    0.36
    
    
    $
    0.32
    
    
    $
    0.82
    
    
    $
    0.75Diluted
    
    $
    0.34
    
    
    $
    0.29
    
    
    $
    0.77
    
    
    $
    0.65
  6. Senior Revolving Credit Facility
    7. Commitments and Contingencies
  12




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
       13




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Adams Respiratory Therapeutics, Inc.
Notes to Consolidated Financial Statements (unaudited)
($ in thousands, except per share amounts)
    8. Net Sales Information
 Net Sales by Product
  Three months ended
    
    
    Six months endedDecember 31,
    
    
    December 31Product
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Mucinex SE
    
    $
    39,224
    
    
    $
    40,837
    
    
    $
    79,996
    
    
    $
    77,455Mucinex DM
    
    
    30,646
    
    
    
    12,706
    
    
    
    54,905
    
    
    
    23,105Mucinex D
    
    
    9,130
    
    
    
    9,704
    
    
    
    16,078
    
    
    
    9,704Childrens Mucinex
    
    
    12,571
    
    
    
    
    
    
    
    22,521
    
    
    
    Humibid SE
    
    
    530
    
    
    
    
    
    
    
    583
    
    
    
    Delsym
    
    
    18,475
    
    
    
    
    
    
    
    26,635
    
    
    
    Net sales
    
    $
    110,576
    
    
    $
    63,247
    
    
    $
    200,718
    
    
    $
    110,264
 Concentration of Credit Risk
  December 31,2006
    
    2005Major retailer/mass merchandiser
    
    
    25
    %
    
    
    18
    %Major retailer  A
    
    
    14
    %
    
    
    14
    %Major retailer  B
    
    
    12
    %
    
    
    14
    %
 14




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the MD&A, financial statements and related notes included in our
Annual Report on Form 10-K for the year ended June 30, 2006, together with our financial statements
and related notes appearing elsewhere in this Quarterly Report on Form 10-Q . Some of the
information contained in this discussion and analysis or set forth elsewhere in this document,
including information with respect to our plans and strategy for our business and related
financing, includes forward-looking statements that involve risks and uncertainties. You should
review Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q and Part I, Item 1A.
Risk Factors in our Annual Report on Form 10-K for the year ended June 30, 2006, for a discussion
of important factors that could cause our actual results to differ materially from the results
described in or implied by the forward-looking statements contained in the following discussion and
analysis.
 Overview
  Mucinex SE.
 Mucinex DM.
 Mucinex D
 Humibid SE
 Delsym
 Childrens Mucinex
 Future Products.
 15




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Seasonality
 AlleRx Royalty Interest
   Manufacturing Assets Repurchase
  Critical Accounting Policies and Estimates
 Revenue Recognition.
 16




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Inventories.
  Results of Operations
 Three and Six Months Ended December 31, 2006 Compared to Three and Six Months Ended December
31, 2005
 Net Sales.
  Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,Product
    
    2006
    
    
    2005
    
    
    Increase/ (Decrease)
    
    
    2006
    
    
    2005
    
    
    Increase/ (Decrease)(In thousands)Mucinex SE
    
    $
    39,224
    
    
    $
    40,837
    
    
    $
    (1,613
    )
    
    $
    79,996
    
    
    $
    77,455
    
    
    $
    2,541Mucinex DM
    
    
    30,646
    
    
    
    12,706
    
    
    
    17,940
    
    
    
    54,905
    
    
    
    23,105
    
    
    
    31,800Mucinex D
    
    
    9,130
    
    
    
    9,704
    
    
    
    (574
    )
    
    
    16,078
    
    
    
    9,704
    
    
    
    6,374Childrens Mucinex
    
    
    12,571
    
    
    
    
    
    
    
    12,571
    
    
    
    22,521
    
    
    
    
    
    
    
    22,521Delsym
    
    
    18,475
    
    
    
    
    
    
    
    18,475
    
    
    
    26,635
    
    
    
    
    
    
    
    26,635Humibid SE
    
    
    530
    
    
    
    
    
    
    
    530
    
    
    
    583
    
    
    
    
    
    
    
    583Net Sales
    
    $
    110,576
    
    
    $
    63,247
    
    
    $
    47,329
    
    
    $
    200,718
    
    
    $
    110,264
    
    
    $
    90,454
 Cost of Goods Sold.
 17




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Selling, Marketing and Administrative.
 Product Development.
 AlleRx Charge.
 Other, net.
 Income Taxes.
 18




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Liquidity and Capital Resources
        19




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Cash Flows
    20




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Commitments and Contractual Obligations
       21




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Off-Balance Sheet Arrangements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
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Changes in Internal Control Over Financial Reporting.
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PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS.
     
 ITEM 1A.
    
    RISK FACTORS.
  Risks Relating to Our Business
 An ANDA for a single-ingredient, extended-release formulation of guaifenesin has been filed
with the FDA.
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We depend heavily on the success of two of our existing products, Mucinex SE and Mucinex DM, and
the strength of the Mucinex brand. If we are unable to continue to successfully commercialize
Mucinex SE and Mucinex DM and build the Mucinex, Humibid and Delsym brands and our Childrens
Mucinex line of products with the introduction of new products, our results of operations and
future prospects will suffer.
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We depend on a limited number of customers for a large portion of our sales, and demands made by,
or the loss of, one or more of these customers could significantly reduce our margins or sales and
adversely affect our business and financial results.
  If we fail to obtain an adequate level of reimbursement for our products by Medicaid, our business
may be adversely affected. Additionally, many state Medicaid programs do not cover the costs of our
products and we cannot ensure that any Medicaid programs will continue to reimburse us for our
products.
   Risks Related to Intellectual Property
 Our U.S. patent no. 6,372,252 is the subject of a request for reexamination, which the United
States Patent and Trade Mark Office, or USPTO, granted upon petition to the USPTO Director. If the
USPTO cancels our patent or substantially narrows the claims of our patent such that it no longer
protects our products from competition, our business will be materially harmed.
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ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  1.
    
    To elect two Class II directors to serve on our board of directors for a three-year term
expiring in fiscal year 2010:
 Number of SharesFor
    
    WithheldJoan P. Neuscheler
    
    
    31,668,802
    
    
    
    1,217,134William C. Pate
    
    
    31,666,904
    
    
    
    1,219,032
  2.
    
    To ratify the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year 2007.
 For
    
    Against
    
    Abstain32,865,385
    
    2,982
    
    17,569
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ITEM 6.
    
    EXHIBITS.
 ExhibitNumber
    
    
    
    Description31.1*
    
    
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2*
    
    
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed with this Quarterly Report. 28




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SIGNATURES
  ADAMS RESPIRATORY THERAPEUTICS, INC.Date February 13, 2007
    /s/ RITA M. OCONNORBy:
    Rita M. OConnorIts:
    Chief Financial Officer and Treasurer 29