Via Facsimile and U.S. Mail
Mail Stop 03-09
April 13, 2005
Mr. Joel Kimbrough
Senior Vice President, Chief Financial Officer and Treasurer
Accredo Health Inc.
1640 Century Center Parkway, Suite 101
Memphis, TN 38134
Re: Accredo Health Inc.
Form 10-K for the fiscal year ended June 30, 2004
File No. 000-25769
Dear Mr. Kimbrough:
We have reviewed your filings and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure,
we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure. Please
amend your Form 10-K for the fiscal year ended June 30, 2004 and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period. If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Your letter should key your response to our
comments. Detailed letters greatly facilitate our review. Please
file your 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.
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 10-K for the year ended June 30, 2004, filed September 13,
2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
of Results of Operations
Critical Accounting Policies and Estimates, page 36
1) Please revise your discussion of critical accounting estimates
to
be consistent with Section V of our FR-72, Commission Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations. For example, please discuss how you
arrived at the critical accounting estimate, how accurate the
estimate/assumption has been in the past, how much the
estimate/assumption has changed in the past, and whether the
estimate/assumption is reasonably likely to change in the future.
In
addition, please also provide quantitative disclosure when it is
reasonably available and will provide material information for
investors.
2) We note your disclosure regarding the allowances for doubtful
accounts and for contractual discounts. We believe that your
disclosure of these estimates could be greatly enhanced by
addressing
the material implications of uncertainties associated with the
methods, assumptions and estimates underlying these estimates.
Please consider expanding your disclosure as follows:
a) For each period presented, quantify and disclose the amount of
changes in estimates of prior period contractual discounts that
you
recorded during the current period. For example, for fiscal 2004,
this amount would represent the amount of the difference between
estimates of contractual adjustments for services provided in
fiscal
2003 and the amount of the new estimate or settlement amount that
was
recorded during fiscal 2004.
b) Quantify and disclose the reasonably possible effects that a
change in estimate of unsettled amounts from 3rd party payors as
of
the latest balance sheet date could have on financial position and
operations.
c) Disclose in a comparative tabular format, the aging of accounts
receivable by payor. The aging schedule may be based on
management`s
own reporting criteria (i.e. unbilled, less than 30 days, 30 to 60
days etc.) or some other reasonable presentation. At a minimum,
the
disclosure should indicate the past due amounts and a breakdown by
payor classification (i.e. major medical benefit plans,
prescription
card benefits, other non-governmental, Medicare, Medicaid, and
self-
pay). We would expect Self-pay to be separately classified from
any
other grouping. If your billing system does not have the capacity
to
provide an aging schedule of your receivables, disclose that fact
and
clarify how this affects your ability to estimate your allowance
for
bad debts.
d) If you have amounts that are pending approval from third party
payors (i.e. Medicaid Pending), please disclose the balances of
such
amounts, where they have been classified in your aging buckets,
and
what payor classification they have been grouped with. If amounts
are classified outside of self-pay, tell us why this
classification
is appropriate, and disclose the historical percentage of amounts
that get reclassified into self-pay.
Fiscal Year Ended June 30, 2004 Compared to Fiscal Year Ended June
30, 2003, page 38
3) Where you attribute material fluctuations in your revenues and
expenses to multiple factors, please ensure that you have
quantified
and explained those factors that are significant in understanding
these fluctuations, as required by Financial Reporting
Codification
Section 501.04. Based on your existing disclosures, it appears
that
your discussion of changes in revenues, costs of sales, general
and
administrative expenses, and bad debts could have been better
quantified.
Fiscal Year Ended June 30, 2003 Compared to Fiscal Year Ended June
30, 2002, page 39
4) In your discussion of general and administrative expenses, we
note
that higher margin products have higher general and administrative
expenses associated with them. Please tell us the nature of these
higher expenses, how they are associated with these products, and
why
these amounts have not been classified as costs of sales.
Liquidity and Capital Resources, page 40
5) Please state the steps you take in collecting accounts
receivable.
Please disclose your policy with respect to determining when a
receivable is recorded as a bad debt and when a write off is
recorded. Please clarify the threshold (amount and age) for
account
balance write-offs.
Commitments and Contractual Obligations, page 42
6) Based on your disclosure on the statement of cash flows, it
appears that interest payments represent a significant cash
outflow
for the Company. As these payments represent material future
obligations of the Company, we believe the inclusion of estimated
interest payments in the contractual obligations table or a
related
footnote disclosure will provide investors increased transparency
of
your cash flow. Based on the above factors, please revise your
contractual obligations table to include the interest payments or
supplement the table with additional information that will assist
the
investor with understanding the Company`s cash requirements.
Refer
to Financial Reporting Release 72.
Notes to Consolidated Financial Statements
2. Significant Accounting Policies
Revenue Recognition, page F-9
7) In Overview of MD&A, we note that you sell drugs to patients to
address various diseases. However, it is unclear how these drugs
are
similar. As such, please clarify for us how you have provided or
how
you intend to provide the disclosures required by paragraph 37 of
SFAS 131.
8) We note that you disclose the percentage of gross patient
revenues
from participation in Medicare and state-sponsored Medicaid
programs.
Please tell us why your disclosures are based on gross revenues,
as
opposed to the net revenues recognized on your income statement.
Paragraph 39 of SFAS 131 would appear to relate to revenue
recognized.
3. Business Acquisitions, page F-12
9) We note that in each acquisition discussed in this footnote, a
significant amount was allocated to goodwill, and a minimal amount
was allocated to acquired patient relationships. For each
acquisition that resulted in the recognition of goodwill, please
disclose the factors that contributed to that recognition, as
required by paragraph 51(b) of SFAS 141. In addition, in the Form
S-
4 filed by Medco Health Solutions, Inc. on March 24, 2005, we note
that Medco has allocated some of the price to purchase Accredo to
manufactuer and payor relationships and trade names. As such,
please
tell us whether you acquired these relationships and trade names
in
any of the business acquisitions discussed in this footnote. If
so,
please tell us why you did not appear to allocate any of the
purchase
price for these acquisitions to these intangible assets.
15. Contingencies, page F-23 - F-24
10) We note your disclosure regarding the lawsuits filed by
various
parties. It is unclear whether or not the Company believes that
that
these matters will result in material, estimable, and probable
liability to the parties involved. For each incident mentioned,
please tell us, supplementally, and expand your disclosure to
address
the provisions in SFAS 5. Include the lawsuits relating to the
historical operations of Gentiva in your response. If it is a
reasonable possibility that a loss may occur, disclose the range
of
possible losses or state that an estimate cannot be made pursuant
to
paragraph 10 of SFAS 5.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 in the filing reviewed by the staff 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 Tabatha Akins, Staff Accountant, at (202)
824-
5547 or Oscar Young, Senior Accountant, at (202) 942-2902 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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Mr. Joel R. Kimbrough
Accredo Health Inc.
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