SEC Company Response from PER SE TECHNOLOGIES INC (CIK 0000878556) — Jul 25, 2005
PER SE TECHNOLOGIES INC (CIK 0000878556)
Date: July 25, 2005 · CIK: 0000878556 · Accession: 0000950144-05-007683
AI Filing Summary & Sentiment
File numbers found in text: 333-119012
Referenced dates: July 8, 2005
Letter
Via EDGAR and Facsimile (202-942-9544) Mark P. Shuman Branch Chief - Legal United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-0406 Form 10-K for the year ended December 31, 2004 Form 10-Q for the quarter ended March 31, 2005 File No. 0-19480
RE: PER-SE TECHNOLOGIES, INC. Post-effective Amendment No. 2 to Form S-1 on Form S-3 File No. 333-119012
Dear Mr. Shuman:
This letter sets forth the responses of Per-Se Technologies, Inc. ("Per-Se" or the "Company") to the Staff's letter dated July 8, 2005 with regard to the above-referenced filing.
Form 10-K for the year ended December 31, 2004
Item 9A. Controls and Procedures
1. COMMENT. Your disclosure suggests that your disclosure controls and procedures are effective, but only to the extent that the information required to be disclosed is recorded, processed, summarized and reported accurately. Please tell us whether your chief executive officer and chief financial officer had concluded that as of the end of the period your disclosure controls and procedures were effective to ensure that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.
<TABLE> <S> <C> <C> <C> Bank of America Plaza 90 Park Avenue 3201 Beechleaf Court, Suite 600 601 Pennsylvania Avenue, N.W. 101 South Tryon Street, Suite 4000 New York, NY 10016 Raleigh, NC 27604-1062 North Building, 10th Floor Charlotte, NC 28280-4000 212-210-9400 919-862-2200 Washington, DC 20004-2601 704-444-1000 Fax: 212-210-9444 Fax: 919-862-2260 202-756-3300 Fax: 704-444-1111 Fax: 202-756-3333 </TABLE>
<PAGE>
Mark P. Shuman July 25, 2005 Page 2
Further, tell us whether your officers concluded that as of the end of the period your disclosure controls and procedures are effective to ensure that information required to be disclosed in such reports is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Please see Rule 13a-15(e) of the Exchange Act for additional guidance. Please also confirm the foregoing with respect to your evaluation of your disclosure controls and procedures as of the quarter ended March 31, 2005.
RESPONSE. In connection with the evaluation of the Company's disclosure controls and procedures required by Rule 13a-15(b) under the Exchange Act, the Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures as of December 31, 2004 were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (b) accumulated and communicated to the Company's management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In addition, in connection with another such evaluation, the Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures as of March 31, 2005 were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (b) accumulated and communicated to the Company's management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
The company considered these conclusions to be subsumed within its statement that information required to be disclosed is recorded, processed, summarized and reported accurately. However, for the avoidance of doubt, the Company will use language in future quarterly and annual reports filed with the Commission that more closely follows the definition of disclosure controls and procedures in Rule 13a-15(e) under the Exchange Act, such as the language used above in the Company's response.
2. COMMENT. We note your disclosure with respect to the implementation of additional controls, policies and procedures that do not constitute changes contemplated under Item 308(c) of Regulation S-K. It does not appear, however, that you have provided the information required by Item 308(c). Please advise us whether there were any changes in your internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the
<PAGE>
Mark P. Shuman July 25, 2005 Page 3
Exchange Act that occurred during your quarters ended December 31, 2004 and March 31, 2005 that have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting. Please further advise us how the additional controls, policies and procedures do not require disclosure under Item 308(c).
RESPONSE. The Company confirms that there were no changes in its internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2004 or the quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
The additional controls, policies and procedures implemented during each of the quarters ended December 31, 2004 and March 31, 2005 were part of the Company's continual efforts to enhance and modify its internal processes; however, the Company's management, including its chief executive officer and chief financial officer, do not believe that any of these enhancements or modifications rise to the level of a change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
For the staff's supplemental information, set forth below is a summary of controls, policies and procedures implemented or modified during the quarters ended December 31, 2004 and March 31, 2005, respectively.
Quarter Ended December 31, 2004
Time Reporting, Payroll and Commissions
o Surprise pay check handouts are performed on a quarterly basis at five sites randomly selected by the Corporate HR Department.
o Supervisor reconciles time cards to the payroll summary spreadsheet prior to submitting the payroll summary spreadsheet to the Payroll Department.
Quarter Ended March 31, 2005
Network
o Network passwords now have to be changed every 90 days.
o Screensaver passwords were implemented and cannot be disabled.
o Phasing-out of Windows 98 began in Q1-05.
<PAGE>
Mark P. Shuman July 25, 2005 Page 4
Peoplesoft
o PeopleSoft passwords now have to be changed every 90 days.
Other Financial Reporting Applications
o Corporate Information Management, the Company's financial systems support personnel, now provides oversight on policies and procedures related to Equity Edge, Kronos, eTime, ProBusiness, etc.
Billing and Accounts Receivable (Hospital Services)
o Improved documentation related to the physical and logical security reviews, change control procedures, change control monitoring process, and backup and recovery procedures related to the Chicago and Cleveland Exchanges.
Purchasing, Capital Expenditures & Disbursements
o Expenditure approval limits were revised and approved by the Audit Committee in February 2005.
o The Assistant Treasurer was added as one of the dual administrators of the Bank of America application used for wire transfers and ACHs.
Debt, Equity and Other Treasury Activity
o Equity Edge was upgraded (maintenance upgrade) under Corporate Information Management's supervision.
o A Treasury Analyst was hired, and certain controls previously performed by the Assistant Treasurer and reviewed by the Treasurer are now performed by the Treasury Analyst and reviewed by the Assistant Treasurer.
o The Board of Directors approved a stock repurchase program, and certain approval authorizations for the CFO, Treasurer, and Corporate Controller were put in place to enable the efficient and timely repurchase of stock.
Revenue Recognition and Deferral
o A process was implemented around aged deferred revenue to obtain confirmations from clients that there are no outstanding obligations under the terms of the contract.
<PAGE>
Mark P. Shuman July 25, 2005 Page 5
Tax Estimates and Disclosures
o An employee moved from Accounts Payable to Tax and in connection therewith certain controls previously performed by the Director of Tax related to sales tax are now performed by this employee and reviewed by the Director of Tax.
o Access to the shared drive utilized by the Tax Department was restricted to the Tax Department, Controller and Director of Corporate Accounting.
o Physician Services billing was added to Taxware.
o A formal process was implemented to compare the current forecast to the forecast utilized in quantifying the appropriate deferred tax asset valuation allowance.
As noted above, the Company does not believe these additional controls, policies and procedures (and modifications thereto) implemented during the quarters ended December 31, 2004 and March 31, 2005, respectively, constitute changes in the Company's internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting. Consequently, the Company does not believe disclosure is required for any of the individual changes in internal control noted above.
If you have any questions regarding these responses, please do not hesitate to call the undersigned at (404) 881-7889.
Sincerely,
/s/ Nils H. Okeson
Show Raw Text
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(ALSTON&BIRD LLP LOGO)
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
NILS H. OKESON DIRECT DIAL: 404-881-7889 E-MAIL: NOKESON@ALSTON.COM
July 25, 2005
Via EDGAR and Facsimile (202-942-9544)
Mark P. Shuman
Branch Chief - Legal
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-0406
RE: PER-SE TECHNOLOGIES, INC.
Post-effective Amendment No. 2 to Form S-1 on Form S-3
File No. 333-119012
Form 10-K for the year ended December 31, 2004
Form 10-Q for the quarter ended March 31, 2005
File No. 0-19480
Dear Mr. Shuman:
This letter sets forth the responses of Per-Se Technologies, Inc.
("Per-Se" or the "Company") to the Staff's letter dated July 8, 2005 with regard
to the above-referenced filing.
Form 10-K for the year ended December 31, 2004
Item 9A. Controls and Procedures
1. COMMENT. Your disclosure suggests that your disclosure
controls and procedures are effective, but only to the extent
that the information required to be disclosed is recorded,
processed, summarized and reported accurately. Please tell us
whether your chief executive officer and chief financial
officer had concluded that as of the end of the period your
disclosure controls and procedures were effective to ensure
that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms.
<TABLE>
<S> <C> <C> <C>
Bank of America Plaza 90 Park Avenue 3201 Beechleaf Court, Suite 600 601 Pennsylvania Avenue, N.W.
101 South Tryon Street, Suite 4000 New York, NY 10016 Raleigh, NC 27604-1062 North Building, 10th Floor
Charlotte, NC 28280-4000 212-210-9400 919-862-2200 Washington, DC 20004-2601
704-444-1000 Fax: 212-210-9444 Fax: 919-862-2260 202-756-3300
Fax: 704-444-1111 Fax: 202-756-3333
</TABLE>
<PAGE>
Mark P. Shuman
July 25, 2005
Page 2
Further, tell us whether your officers concluded that as of
the end of the period your disclosure controls and procedures
are effective to ensure that information required to be
disclosed in such reports is accumulated and communicated to
your management, including your chief executive officer and
chief financial officer, to allow timely decisions regarding
required disclosure. Please see Rule 13a-15(e) of the Exchange
Act for additional guidance. Please also confirm the foregoing
with respect to your evaluation of your disclosure controls
and procedures as of the quarter ended March 31, 2005.
RESPONSE. In connection with the evaluation of the Company's
disclosure controls and procedures required by Rule 13a-15(b)
under the Exchange Act, the Company's chief executive officer
and chief financial officer concluded that the Company's
disclosure controls and procedures as of December 31, 2004
were effective to provide reasonable assurance that
information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is (a)
recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms, and (b)
accumulated and communicated to the Company's management,
including its chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding
required disclosure. In addition, in connection with another
such evaluation, the Company's chief executive officer and
chief financial officer concluded that the Company's
disclosure controls and procedures as of March 31, 2005 were
effective to provide reasonable assurance that information
required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is (a) recorded,
processed, summarized and reported, within the time periods
specified in the Commission's rules and forms, and (b)
accumulated and communicated to the Company's management,
including its chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding
required disclosure.
The company considered these conclusions to be subsumed within
its statement that information required to be disclosed is
recorded, processed, summarized and reported accurately.
However, for the avoidance of doubt, the Company will use
language in future quarterly and annual reports filed with the
Commission that more closely follows the definition of
disclosure controls and procedures in Rule 13a-15(e) under the
Exchange Act, such as the language used above in the Company's
response.
2. COMMENT. We note your disclosure with respect to the
implementation of additional controls, policies and procedures
that do not constitute changes contemplated under Item 308(c)
of Regulation S-K. It does not appear, however, that you have
provided the information required by Item 308(c). Please
advise us whether there were any changes in your internal
control over financial reporting identified in connection with
the evaluation required by Rule 13a-15(d) under the
<PAGE>
Mark P. Shuman
July 25, 2005
Page 3
Exchange Act that occurred during your quarters ended December
31, 2004 and March 31, 2005 that have materially affected, or
are reasonably likely to materially affect, your internal
control over financial reporting. Please further advise us how
the additional controls, policies and procedures do not
require disclosure under Item 308(c).
RESPONSE. The Company confirms that there were no changes in
its internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(d)
under the Exchange Act that occurred during the quarter ended
December 31, 2004 or the quarter ended March 31, 2005 that
have materially affected, or are reasonably likely to
materially affect, the Company's internal control over
financial reporting.
The additional controls, policies and procedures implemented
during each of the quarters ended December 31, 2004 and March
31, 2005 were part of the Company's continual efforts to
enhance and modify its internal processes; however, the
Company's management, including its chief executive officer
and chief financial officer, do not believe that any of these
enhancements or modifications rise to the level of a change in
internal control over financial reporting that materially
affected, or is reasonably likely to materially affect,
internal control over financial reporting.
For the staff's supplemental information, set forth below is a
summary of controls, policies and procedures implemented or
modified during the quarters ended December 31, 2004 and March
31, 2005, respectively.
Quarter Ended December 31, 2004
Time Reporting, Payroll and Commissions
o Surprise pay check handouts are performed on a quarterly
basis at five sites randomly selected by the Corporate HR
Department.
o Supervisor reconciles time cards to the payroll summary
spreadsheet prior to submitting the payroll summary
spreadsheet to the Payroll Department.
Quarter Ended March 31, 2005
Network
o Network passwords now have to be changed every 90 days.
o Screensaver passwords were implemented and cannot be
disabled.
o Phasing-out of Windows 98 began in Q1-05.
<PAGE>
Mark P. Shuman
July 25, 2005
Page 4
Peoplesoft
o PeopleSoft passwords now have to be changed every 90 days.
Other Financial Reporting Applications
o Corporate Information Management, the Company's financial
systems support personnel, now provides oversight on
policies and procedures related to Equity Edge, Kronos,
eTime, ProBusiness, etc.
Billing and Accounts Receivable (Hospital Services)
o Improved documentation related to the physical and logical
security reviews, change control procedures, change
control monitoring process, and backup and recovery
procedures related to the Chicago and Cleveland Exchanges.
Purchasing, Capital Expenditures & Disbursements
o Expenditure approval limits were revised and approved by
the Audit Committee in February 2005.
o The Assistant Treasurer was added as one of the dual
administrators of the Bank of America application used for
wire transfers and ACHs.
Debt, Equity and Other Treasury Activity
o Equity Edge was upgraded (maintenance upgrade) under
Corporate Information Management's supervision.
o A Treasury Analyst was hired, and certain controls
previously performed by the Assistant Treasurer and
reviewed by the Treasurer are now performed by the
Treasury Analyst and reviewed by the Assistant Treasurer.
o The Board of Directors approved a stock repurchase
program, and certain approval authorizations for the CFO,
Treasurer, and Corporate Controller were put in place to
enable the efficient and timely repurchase of stock.
Revenue Recognition and Deferral
o A process was implemented around aged deferred revenue to
obtain confirmations from clients that there are no
outstanding obligations under the terms of the contract.
<PAGE>
Mark P. Shuman
July 25, 2005
Page 5
Tax Estimates and Disclosures
o An employee moved from Accounts Payable to Tax and in
connection therewith certain controls previously performed
by the Director of Tax related to sales tax are now
performed by this employee and reviewed by the Director of
Tax.
o Access to the shared drive utilized by the Tax Department
was restricted to the Tax Department, Controller and
Director of Corporate Accounting.
o Physician Services billing was added to Taxware.
o A formal process was implemented to compare the current
forecast to the forecast utilized in quantifying the
appropriate deferred tax asset valuation allowance.
As noted above, the Company does not believe these additional
controls, policies and procedures (and modifications thereto)
implemented during the quarters ended December 31, 2004 and
March 31, 2005, respectively, constitute changes in the
Company's internal control over financial reporting that
materially affected or are reasonably likely to materially
affect the Company's internal control over financial
reporting. Consequently, the Company does not believe
disclosure is required for any of the individual changes in
internal control noted above.
If you have any questions regarding these responses, please do not
hesitate to call the undersigned at (404) 881-7889.
Sincerely,
/s/ Nils H. Okeson
Nils H. Okeson
NHO:am
cc: Paul J. Quiner, Per-Se Technologies, Inc.
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