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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.
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
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
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.
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.
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.