SEC – ‘UPLOAD’ from 8/11/05 re: Neighborcare Inc – ‘LETTER’

On:  Thursday, 8/11/05, at 3:23pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  5/31/06   ·   Accession #:  0-5-41558

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    21K 

Document Table of Contents

Mail Stop 6010                                                                  
Via Facsimile and U.S. Mail                                                     

July 21, 2005                                                                   

Mr. Richard Hunt                                                                
Chief Financial Officer                                                         
Neighborcare, Inc.                                                              
601 East Pratt Street, 3rd Floor                                                
Baltimore, Maryland 21202                                                       

Re:       Neighborcare, Inc.                                        
      Form 10-K for the fiscal year ended September 30, 2004
Filed January 21, 2005                          
File No. 000-33217                              

Dear Mr. Hunt:                                                                  

We have limited our review of your filing to those issues           
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.                                                         

Form 10-K for the year ended September 30, 2004                                 

Item 1:  Business                                                               

1. We believe your disclosures regarding "Revenue Sources" could                
be                                                                              
improved as it relates to collecting co-payments.  Please tell us               
your policy for collecting co-payments.                                         

Item 7: Management`s Discussion and Analysis of Operations and                  
Financial Condition                                                             
Results of Operations                                                           

Reasons for Non-GAAP Financial Disclosure, page 44                              
2. Please refer to your disclosure of the non-GAAP financial                    
measures                                                                        
EBITDA and EBITDA as a % of net revenue in Selected Financial Data              
and EBITDA in your discussion of Segment Results.  The elimination              
of                                                                              
recurring items from the most comparable GAAP measure appears to                
have                                                                            
the effect of smoothing earnings.  While the acceptability of a                 
non-                                                                            
GAAP financial measure that eliminates recurring items from the                 
most                                                                            
comparable GAAP measure depends on all facts and circumstances, we              
do                                                                              
not believe that a non-GAAP measure that has the effect of                      
smoothing                                                                       
earnings is appropriate.  In addition, we note that the items you               
exclude have the following attributes.                                          

?       there is a past pattern of these items occurring in each
reporting period;                                                               
?       the financial impact of these items will not disappear or               
become                                                                          
immaterial in the future; and,                                                  
?       there is no unusual reason that the company can substantiate            
to                                                                              
identify the special nature of these items.                                     
These attributes raise significant questions about management`s                 
assertions as to the usefulness of this measure for investors and               
the                                                                             
appropriateness of its presentation in accordance with Item 10(e)               
of                                                                              
Regulation S-K.  Please refer to Questions 8 and 9 of "Frequently               
Asked Questions Regarding the Use of Non-GAAP Financial Measures"               
on                                                                              
our website at www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm                
that                                                                            
we issued on June 13, 2003.  Please explain to us how your                      
disclosure                                                                      
complies with Item 10(e) of Regulation S-K.                                     
3. Further, you disclose that you use EBITDA as a financial                     
measure                                                                         
to assess the performance of your business and operating segments.              
Please tell us why EBITDA is disclosed as an operating segment                  
financial measure in MD&A and not in Note 19, Segment Information.              
Please explain to us how you plan to correct this inconsistency.                

Liquidity and Capital Resources, page 51                                        

4. Please provide us information in disclosure-type format to help              
us                                                                              
evaluate the adequacy of your disclosure of the steps you take in               
collecting accounts receivable,  when a receivable is recorded as               
a                                                                               
bad debt and when a write off is recorded including the threshold               
(amount and age) for account balance write-offs.                                

Consolidated Financial Statements, page F-1                                     

Notes to Consolidated Financial Statements                                      
Significant Accounting Policies                                                 
Revenue Recognition/Contractual Allowances, page 55                             

5. We believe that your disclosures as it relates to contractual                
adjustments and receivables could be improved. Please provide us                
the                                                                             
following information in disclosure-type format to help us                      
evaluate                                                                        
the adequacy of your disclosure:                                                

a) For each period presented, provide the amount of changes in                  
estimates of prior period contractual adjustments that you                      
recorded                                                                        
during the current period. For example for the fiscal year ended                
2004, this amount would represent the amount of the difference                  
between the 2003 estimates of contractual adjustments recorded for              
unsettled amounts and the actual settlement amount (or new                      
estimate                                                                        
if not settled) recorded during 2004.                                           

b) Please quantify the reasonably possible effects that a change                
in                                                                              
estimate of contractual adjustments on unsettled amounts as of the              
latest balance sheet date could have on financial position and                  
operations.                                                                     

c) Provide in a comparative tabular format, the payor mix                       
concentrations and related aging of accounts receivable.  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, indicate the past due                   
amounts                                                                         
and a breakdown by payor classification (i.e. Medicare, Medicaid,               
Managed care and other, 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, 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) that are classified outside of                   
self-                                                                           
pay, explain why this classification is appropriate.  In addition,              
please explain the balances of such amounts, where they have been               
classified in your aging buckets (by age and payor                              
classification),                                                                
and the historical percentage of amounts that get reclassified                  
into                                                                            
self-pay.                                                                       

*    *    *    *                                                                

Please respond to these comments within 10 business days or         
tell us when you will provide us with a response.  Your letter                  
should                                                                          
key your responses to our comments.  Detailed letters greatly                   
facilitate our review.  Please file your letter on EDGAR under the              
form type label CORRESP.                                                        

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filing to be certain that the                 
filing includes all information required under the Securities                   
Exchange Act of 1934 and that they have provided all information                
investors require for an informed investment 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.                                     

In connection with responding to our comments, please           
provide,                                                                        
in your letter, a statement from the company acknowledging that:                

* the company is responsible for the adequacy and accuracy of the               
disclosure in the filings;                                                      
* staff comments or changes to disclosure in response to staff                  
comments 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 Jason Lawson, Staff Accountant, at (202)            
551-                                                                            
3166 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608               
if                                                                              
you have questions regarding the comments. Please contact me at                 
(202)                                                                           
551-3679 with any other questions.                                              

                                                          Sincerely,

                                                                Jim B. Rosenberg
                                      Senior Assistant Chief
                          Accountant
??                                                                              

??                                                                              

??                                                                              

??                                                                              

Mr. Richard Hunt                                                                
Neighborcare, Inc.                                                              
July 21, 2005                                                                   
Page 4                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		5/31/06		CORRESP,  UPLOAD
Filed on:		8/11/05		UPLOAD
		7/21/05		UPLOAD
		1/21/05		UPLOAD
		9/30/04		10-K,  10-K/A,  UPLOAD
		6/13/03
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/10/04  Neighborcare Inc.                 10-K        9/30/04   11:1.1M                                   Toppan Merrill-FA