Mail Stop 6010
March 13, 2006
Via U.S. Mail and Facsimile to (805) 964-2712
Loren McFarland
Chief Financial Officer
Mentor Corporation
201 Mentor Drive
Santa Barbara, CA 93111
Re: Mentor Corporation
Form 10-K/A for the Fiscal Year Ended March 31, 2005
Filed July 29, 2005
File No. 001-31744
Dear Mr. McFarland:
We have reviewed your response letter dated February 17,
2006
and subsequent filings and have the following additional comments.
We have limited our review of your filing to those issues we have
addressed in our comments. In our comments, we ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended March 31,
2005
Consolidated Financial Statements, page 63
Note A - Summary of Significant Accounting Policies, page 70
Revenue Recognition, page 72
1. Please refer to your response to prior comment 2. License
Agreements - Please tell us why you amortize the patent license
revenue over the product`s life expectancy and the cost over the
life
of the patent. Tell us whether the product`s life expectancy is
shorter or longer than the patent`s life.
2. Please refer to your response to prior comment 2. Enhanced
Advantage Breast Implant Warranty Program - Please discuss whether
you sell the extended warranty with other products and services.
Address how you consider EITF 00-21. Additionally, so we may
better
understand the method you use to recognize revenue and costs under
this program, please discuss your consideration of paragraphs 3
and 4
of FTB 90-1. For example, in those circumstances in which
sufficient
historical evidence indicates that the costs of performing
services
under the warranty contract are incurred on other than a straight-
line basis revenue should be recognized over the contract period
in
proportion to the costs expected to be incurred in performing
services under the contract. Also address why you accrue for
costs
at the time of the sale of the warranty program and how your
accounting considered paragraph 4 of FTB 90-1 which requires that
you
expense the costs as incurred. Please also tell us and disclose
in
future filings if applicable your consideration of paragraph 5 of
FTB
90-1.
Note L. Long-Term Debt, page 4
3. Please refer to your response to prior comment 5. Please
respond
to the following comments:
* In future filings please also disclose the terms of your
registration rights agreements and the additional interest that
accrues in the event of Registration Default. Tell us how you
analyzed the registration rights in determining the appropriate
accounting for the debt.
* In future filings please disclose that you may be required to
issue
shares under a make-whole provision similar to your response.
Please
tell us how you evaluated this term of the warrant agreement in
concluding that there is no make-whole provision.
* Please tell us why you did not analyze the convertible note
hedge
under SFAS 150 since it appears to be a freestanding written put
option. Please also discuss why you did not analyze the
convertible
note hedge with the warrants under SFAS 150. Please refer to
paragraph A15.
Note P - Contingencies, page 86
4. Please refer to your response to prior comment 6. Warranty
Reserves - Please disclose in future filings where you classify
the
expenses and any adjustment to these expenses for your (a)
standard
limited warranty, (b) enhanced limited warranty, and (c) product
liability. If you classify these costs in other than cost of
sales,
please also disclose why.
5. Please refer to your response to prior comment 6. On page 10
of
your response you state that you make adjustments to future unit
accrual rates when you obtain revised data regarding claim rates
and
lag factors but you do not adjust estimates related to pre-
existing
warranties. Please tell us why you do not believe that your
estimates for pre-existing warranties should be adjusted.
6. Please refer to your response to prior comment 6. The
disclosure
added to your Form 10-Q is general and not specific about your
product liability reserves. Please tell us and revise future
filings
to include all of the disclosures required y SAB Topic 5:Y and
SFAS
5, or explain why you believe that the current disclosure meets
these
requirements.
7. Please refer to your response to prior comment 6. Since the
standard warranty and the product liability expense represent a
cost
of the products you sell to your customers, it would appear that
consistent with Statement 3 and paragraph 5A of ARB 43, these
costs
should be included in your cost of sales and in the determination
of
gross profit. Please revise in future filings or advise us.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662 or me at (202) 551-3604 if you have questions regarding these
comments on the financial statements and related matters. In this
regard, do not hesitate to contact Angela Crane, Branch Chief, at
(202) 551-3554.
Sincerely,
Kate Tillan
Assistant Chief Accountant
Loren McFarland
Mentor Corporation
December 6, 2005
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