Mail Stop 3-9 May 18,
2005
Keith G. Myers
President and Chief Executive Officer
LHC Group, LLC
420 West Pinhook, Rd.
Suite A
Lafayette, Louisiana 70503
Re: LHC Group, LLC.
Registration Statement on Form S-1/A
Filed May 9, 2005
File Number 333-120792
Dear Mr. Myers:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Business
1. Please revise the discussion of the cooperative endeavors to
disclose the limit on losses attributable to the cooperative
endeavor
partner.
2. Please disclose when your license leasing arrangements expire.
We
note the statement that they provide for five year terms but it is
not clear when they were entered into. Provide similar disclosure
with respect to your management services agreements.
3. Please disclose the leasing fees. For the agreement that
provides
for escalating fees, disclose the range of leasing fees.
Liquidity and Capital Resources
Future Funding Requirements, page 44
4. We note that your liquidity and capital resources discussion
does
not mention the contingent convertible minority interest options.
As
this event represents a known uncertainty that could materially
impact liquidity, please provide a discussion of the impact of the
settlement of the shares on the company`s liquidity, capital
resources and results of operations.
Critical Accounting Policies
Revenue Recognition, pages 46-47
5. Refer to your response to comment 6. Please revise your
disclosure to clearly indicate that any adjustments as a result of
these estimates have not been material.
Notes to the Financial Statements
Note 2. Significant Accounting Policies
Accounts Receivable and Allowances for Uncollectible Accounts,
page
F-12
6. Refer to your response to comment 9. It remains unclear to us
exactly what the amounts disclosed previously, such as the $5.0
million at December 31, 2003, represents. Please explain to us
whether our understanding that this represents open billings for
completed episodes and in essence is more of a tracking component
of
the billing system.
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover 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.
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
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Tabatha Akins at (202) 551-3658 or James
Atkinson, at (202) 551-3674 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Zafar
Hasan at (202) 551-3653 or me at (202) 551-3715 with any other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Steven Pottle
Alston & Bird
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
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