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Athenahealth Inc · S-1/A · On 8/31/07

Filed On 8/31/07 5:30pm ET   ·   SEC File 333-143998   ·   Accession Number 950135-7-5470

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/31/07  Athenahealth Inc                  S-1/A                  8:357                                    Bowne of Boston I..01/FA

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1/A - Athenahealth, Inc.                     HTML  1,510K 
 2: EX-3.1      EX-3.1 - Fifth Amended & Restated Certificate of    HTML     94K 
                          Incorporation                                          
 3: EX-3.2      EX-3.2 - Sixth Amended & Restated Certificate of    HTML     22K 
                          Incorporation                                          
 4: EX-3.3      EX-3.3 - Amended & Restated Bylaws                  HTML     66K 
 5: EX-10.4     EX-10.4 - 2007 Stock and Incentive Plan             HTML    155K 
 6: EX-10.5     EX-10.5 2007 Employee Stock Purchase Plan           HTML     26K 
 7: EX-10.21    EX-10.21 - Loan & Security Agreement                  42    159K 
 8: EX-23.1     EX-23.1 - Consent of Deloitte & Touche Llp          HTML      6K 


S-1/A   ·   Form S-1/A - Athenahealth, Inc.
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Table of Contents
"Prospectus Summary
"Risk Factors
"Special Note Regarding Forward-Looking Statements
"Industry Data
"Use of Proceeds
"Dividend Policy
"Capitalization
"Dilution
"Selected Consolidated Financial Data
"Management s Discussion and Analysis of Financial Condition and Results of Operations
"Business
"Directors, Executive Officers and Key Employees
"Executive Compensation
"Certain Relationships and Related Party Transactions
"Principal and Selling Stockholders
"Description of Capital Stock
"Shares Eligible for Future Sale
"Underwriting
"Legal Matters
"Experts
"Where You Can Find More Information
"Index to Consolidated Financial Statements
"Report of Independent Registered Public Accounting Firm
"Consolidated Balance Sheets
"Consolidated Statements of Operations
"Consolidated Statements of Stockholders Deficit
"Consolidated Statements of Cash Flows
"Notes to Consolidated Financial Statements

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As filed with the Securities and Exchange Commission on August 31, 2007.
Registration No. 333-143998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Amendment No. 3
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
athenahealth, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
         
  7389   04-3387530
(State of Incorporation)   (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
 
 
 
 
311 Arsenal Street
Watertown, MA 02472
(617) 402-1000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
 
 
 
Jonathan Bush
Chief Executive Officer
athenahealth, Inc.
311 Arsenal Street
Watertown, MA 02472
(617) 402-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 
 
 
Copies to:
         
Lawrence S. Wittenberg, Esq.
Michael H. Bison, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
(617) 570-1000
  Christopher E. Nolin, Esq.
athenahealth, Inc.
311 Arsenal Street
Watertown, MA 02472
(617) 402-1000
  Christopher J. Austin, Esq.
Michael D. Beauvais, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
(617) 951-7000
 
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 



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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
 
SUBJECT TO COMPLETION, DATED AUGUST 31, 2007
 
           Shares
 
Image -- (ATHENAHEALTH LOGO)
 
 
Common Stock
 
 
 
 
This is an initial public offering of shares of common stock of athenahealth, Inc. athenahealth is offering all of the shares to be sold in the offering.
 
Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $      and $     . Application has been made for listing on the NASDAQ Global Market under the symbol “ATHN.”
 
See “Risk Factors” on page 8 to read about factors you should consider before buying shares of the common stock.
 
 
 
 
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
 
 
                 
    Per Share     Total  
 
Initial public offering price
  $           $        
Underwriting discount
  $       $    
Proceeds, before expenses, to athenahealth
  $       $  
 
To the extent that the underwriters sell more than           shares of common stock, the underwriters have the option to purchase up to an additional           shares from athenahealth and up to an additional      shares from a selling stockholder at the initial public offering price less the underwriting discount.
 
 
 
 
The underwriters expect to deliver the shares against payment in New York, New York on          , 2007.
 
Goldman, Sachs & Co. Merrill Lynch & Co.
 
Piper Jaffray Jefferies & Company
 
 
 
 
Prospectus dated          , 2007



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  F-1
 EX-3.1 - Fifth Amended & Restated Certificate of Incorporation
 EX-3.2 - Sixth Amended & Restated Certificate of Incorporation
 EX-3.3 - Amended & Restated Bylaws
 EX-10.4 - 2007 Stock and Incentive Plan
 Ex-10.5 2007 Employee Stock Purchase Plan
 EX-10.21 - Loan & Security Agreement
 EX-23.1 - Consent of Deloitte & Touche LLP
 
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and are seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.



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PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. Before deciding to invest in shares of our common stock, you should read the entire prospectus carefully, including our consolidated financial statements and the accompanying notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.
 
athenahealth, Inc.
 
Overview
 
athenahealth is a provider of internet-based business services for physician practices. Our service offerings are based on three integrated components: our proprietary internet-based software, our continually updated database of payer reimbursement process rules and our back-office service operations that perform administrative aspects of billing and clinical data management for physician practices. Our principal offering, athenaCollector, automates and manages billing-related functions for physician practices and includes a medical practice management platform. We have also developed a service offering, athenaClinicals, that automates and manages medical record-related functions for physician practices and includes an electronic medical record, or EMR, platform. We refer to athenaCollector as our revenue cycle management service and athenaClinicals as our clinical cycle management service. Our services are designed to help our clients achieve faster reimbursement from payers, reduce error rates, increase collections, lower operating costs, improve operational workflow controls and more efficiently manage clinical and billing information.
 
Our services require relatively modest initial investment, are highly adaptable to changing healthcare and technology trends and are designed to generate significant financial benefit for our physician clients. Our results are directly tied to the financial performance of our clients, because the majority of our revenue is based on a percentage of their collections. Our fees are typically 2% to 8% of a practice’s total collections depending upon the size, complexity and other characteristics of the practice, with other fees for implementation, patient billing statements and training services. Our services have enabled our clients, on average, to resolve 93% of their claims to payers on their first submission attempt, compared to an industry average we estimate to be 70%. Our internal studies show that we have reduced the days in accounts receivable of our client base by more than 30%. We have experienced a contract renewal rate of at least 97% in each of the last five years, and this persistent client base drives a predictable revenue stream. In 2006, we generated revenue of $75.8 million from the sale of our services, compared to $53.5 million in 2005. As of June 30, 2007, there were more than 10,500 medical providers, including more than 8,000 physicians, using our services across 32 states and 54 medical specialties.
 
We believe our innovative internet-based business services model represents a significant departure from the traditional model of physicians relying upon on-site or outsourced administrative staff, using stand-alone software that is not internet-based, to run the back-office aspects of their practices. By continuously improving all three components of our services, we drive improvement in the business results of our network of clients: we typically update our centralized internet-based software every six to eight weeks; we add more than 100 rules on average each month to our database of payer rules; and we regularly improve our back-office service operations with more efficient technology and processes. Additionally, as our database of aggregated health information grows, we are able to use this information to further the strategic position of our company. For example, in June 2006 we introduced our annual PayerView rankings of health plans’ performance with respect to the speed and accuracy of reimbursement processes at different insurance companies, an initiative that we believe increases our profile in the provider and payer communities.
 
Market Opportunity
 
The market opportunity for our services is driven by physician office collections in the United States. According to the U.S. Centers for Medicare and Medicaid Services, since 2000, ambulatory care spending


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increased by an average of 7.7% per year to $420 billion in 2005. As the ambulatory care market has grown, we estimate that the market for revenue and clinical cycle management solutions has grown to over $27 billion. These expenditures are primarily comprised of salary and benefits for in-house administrative staff and the cost of third-party practice management and EMR software.
 
In addition, growth in managed care has increased the complexity of physician practice reimbursement. Managed care plans typically create complex reimbursement structures and plan designs that place greater responsibility on physician practices to capture data and provide appropriate claims to obtain payments. As a result, physician practices must keep track of multiple plan designs and processing requirements to ensure appropriate payment for services rendered. We also believe that new initiatives by government-sponsored and private health plans will further increase the complexity of physician practice reimbursement. For example, pay-for-performance programs require submission of enhanced information to payers, and new health plan designs, known as consumer driven health plans, include provisions for increased direct payment by patients.
 
Physician practices are generally not well equipped to address this increasing complexity. In addition to administering typical small business functions, physician practices must invest significant time and resources in activities that are required to secure reimbursement from third-party payers or patients and to process inbound and outbound communications related to physician orders to laboratories and pharmacies. To accomplish these tasks, physician offices often use locally installed software, send and receive paper-based and fax-based communications and conduct telephone-based discussions with payers and intermediaries to resolve unpaid claims or to inquire about the status of transactions. This work is typically performed by in-house staff, although some practices hire third-party services that also use locally installed software to manage transactions.
 
As the complexity and number of health benefit plan payer rules have increased, the ability of physician practices or third-party billing services to use locally installed software solutions to keep up with these rules has diminished, leading to poor financial performance and decreased clinical efficiency. In addition to the time and cost of these activities, medical offices typically stop seeking reimbursement and write off associated receivables for approximately 10% of their medical claims.
 
Our Solution
 
The dynamic and increasingly complex healthcare market requires an integrated solution to effectively manage the reimbursement and clinical landscape. We believe we are the first company to integrate internet-based software, a continually updated database of payer reimbursement process rules and back-office service operations into a single internet-based business service for physician practices. We deliver these services at each critical step in the revenue and clinical cycle workflow through a combination of software, knowledge and work:
 
  •  Software.  athenaNet, our proprietary internet-based practice management and EMR application, is a workflow management tool used in every work step that is required to properly handle billing, collections and medical record management-related functions. All users across our client-base simultaneously use the same version of our software application, which connects them to our continually updated database of payer rules and to our services team.
 
  •  Knowledge.  athenaRules, our proprietary database of payer rules, enforces physician office workflow requirements, and is continually updated with payer-specific coding and documentation information. This knowledge continues to grow as a result of our years of experience managing back office service operations for hundreds of physician practices, including processing medical claims with tens of thousands of health benefit plans.
 
  •  Work.  The athenahealth service operations, consisting of nearly 400 people in the United States, and more than 700 people at our off-shore service provider, interact with clients at all key steps of the revenue and clinical cycle workflow. These operations include setting up medical providers for billing, checking the eligibility of scheduled patients electronically, submitting electronic and paper-based


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  claims to payers directly or through intermediaries, processing clinical orders, receiving and processing checks and remittance information from payers, documenting the result of payers’ responses and evaluating and resubmitting claims denials.
 
Our Strategy
 
Our mission is to be the most trusted and effective provider of business services for physician practices. To achieve this, our strategy includes:
 
  •  Remaining intensely focused on our clients’ success.  Our business model aligns our goals with our clients’ goals and provides an incentive for us to continually improve the performance of our clients. We believe that this approach enables us to maintain client loyalty, to enhance our reputation and to improve the quality of our solutions.
 
  •  Maintaining and growing our payer rules database.  Our rules engine development work increases the percentage of transactions that are successfully executed on the first attempt and reduces the time to resolution after claims or other transactions are submitted. An important component of increasing value to our clients is that we continue to develop our centralized payer reimbursement process rules database, athenaRules, using our experience gained each day across our network of clients. This continued development allows all our clients to benefit from our more than 50 full-time equivalent staff focused on finding, researching, documenting and implementing new payer rules.
 
  •  Attracting new clients.  We expect to continue with current and expanded sales and marketing efforts to address our market opportunity by aggressively seeking new clients. We believe that our internet-based business services provide significant value for physician offices of any size. We estimate that our athenaCollector client base represents less than two percent of the U.S. addressable market for revenue cycle management.
 
  •  Increasing revenue per client by adding new service offerings.   We have only recently begun to offer our athenaClinicals service, which we combine with athenaCollector for sale to prospective clients. In the future, we plan to offer athenaClinicals as a stand-alone option. We are also developing additional services to address other administrative tasks within the physician office, such as patient communications for scheduling appointments, accessing lab results and refilling prescriptions.
 
  •  Expanding operating margins by reducing the costs of providing our services.  We believe we can increase our operating margins as we increase the scalability of our service operations. Our integrated operations enable us to deploy efficient and effective resources at each step of the revenue and clinical cycle workflow.
 
Risks Associated with Our Business
 
Our business is subject to a number of risks which you should be aware of before making an investment decision. Those risks are discussed more fully in “Risk Factors” beginning on page 8. For example:
 
  •  we have incurred significant losses since inception, including net losses of $9.2 million and $6.1 million for the year ended December 31, 2006 and the six months ended June 30, 2007, respectively, resulting in an accumulated deficit of $71.3 million at June 30, 2007;
 
  •  we operate in a highly competitive industry, and if we are not able to compete effectively, our business and operating results will be harmed;
 
  •  our proprietary internet-based software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could cause harm to our business and operating results; and


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  •  government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.
 
Our Corporate Information
 
We were incorporated in Delaware on August 21, 1997 as Athena Healthcare Incorporated. We changed our name to athenahealth.com, Inc. on March 31, 2000 and to athenahealth, Inc. on November 17, 2000. Our corporate headquarters are located at 311 Arsenal Street, Watertown, Massachusetts 02472, and our telephone number is (617) 402-1000. Our website address is www.athenahealth.com. The information on, or that can be accessed through, our website is not part of this prospectus. In this prospectus, the terms “athena,” “athenahealth,” “we,” “us” and “our” refer to athenahealth, Inc. and its subsidiary, Athena Net India Pvt. Ltd., and any subsidiary that may be acquired or formed in the future.
 
athenahealth, athenaNet and the athenahealth logo are registered trademarks of athenahealth and athenaCollector, athenaClinicals, athenaEnterprise and athenaRules are trademarks of athenahealth. This prospectus also includes the registered and unregistered trademarks of other persons.


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THE OFFERING
 
Common stock offered by us            shares
 
Common stock to be outstanding after this offering            shares
 
Overallotment option offered by us and a selling stockholder To the extent that the underwriters sell more than          shares of common stock, the underwriters have the option to purchase up to an additional          shares from athenahealth and up to an additional          shares from our chief executive officer at the initial public offering price less the underwriting discount.
 
Use of proceeds We expect our net proceeds from the offering to be approximately $     , assuming an initial offering price of $      per share, which is the midpoint of the range listed on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated fees and expenses payable by us. If the underwriters’ overallotment option is exercised in full, we estimate that our net proceeds will be $      million. We will not receive any of the proceeds from the sale of shares by our chief executive officer. We intend to use the net proceeds to us from this offering to repay outstanding indebtedness and the remainder for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire complementary technologies or businesses. See “Use of Proceeds.”
 
Proposed NASDAQ Global Market symbol “ATHN”
 
The number of shares of common stock to be outstanding after this offering is based on 26,600,399 shares of common stock outstanding as of June 30, 2007. The number of shares of common stock to be outstanding after this offering does not include:
 
  •  3,010,054 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2007 with a weighted average exercise price of $3.43 per share;
 
  •  634,787 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2007 with a weighted average exercise price of $3.28 per share; and
 
  •            shares of common stock reserved for future issuance under our equity incentive plans.
 
Unless otherwise indicated, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase          shares of our common stock in this offering and also reflects:
 
  •  our amended and restated certificate of incorporation and the adoption of our amended and restated by-laws, which will be in place prior to the completion of this offering; and
 
  •  the conversion of all our outstanding preferred stock into 21,531,457 shares of common stock upon the closing of this offering.


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SUMMARY CONSOLIDATED FINANCIAL DATA
 
The following tables present our summary consolidated financial data for our fiscal years 2004 through 2006 and for the six months ended June 30, 2006 and 2007 and our summary consolidated balance sheet data as of June 30, 2007. The consolidated financial data for the fiscal years ended December 31, 2004, 2005 and 2006 and for the six months ended June 30, 2006 and 2007 and as of June 30, 2007 has been derived from our consolidated financial statements, which appear elsewhere in this prospectus. The financial data as of and for the six months ended June 30, 2006 and 2007 are derived from our consolidated financial statements, which in the opinion of management contain all adjustments necessary for a fair presentation of such consolidated financial data. Operating results for these interim periods are not necessarily indicative of the operating results for a full year. Historical results are not necessarily indicative of the results to be expected in future periods. You should read this information in conjunction with our consolidated financial statements, the related notes to these financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
 
                                         
          Six Months Ended
 
    Year Ended December 31,     June 30,  
    2004     2005     2006     2006     2007  
                      (unaudited)  
    (in thousands except share and per share data)  
 
Consolidated Statements of Operations Data:
                                       
Revenue:
                                       
Business services
  $ 35,033     $ 48,958     $ 70,652     $ 32,822     $ 43,268  
Implementation and other
    3,905       4,582       5,161       2,517       3,172  
                                         
Total revenue
    38,938       53,540       75,813       35,339       46,440  
                                         
Operating expenses(1):
                                       
Direct operating
    20,512       27,545       36,530       17,458       22,168  
Selling and marketing
    7,650       11,680       15,645       7,435       8,314  
Research and development
    1,485       2,925       6,903       2,509       3,599  
General and administrative
    8,520       15,545       16,347       7,771       9,571  
Depreciation and amortization
    3,159       5,483       6,238       2,952       3,048  
                                         
Total operating expenses
    41,326       63,178       81,663       38,125       46,700  
                                         
Operating loss
    (2,388 )     (9,638 )     (5,850 )     (2,786 )     (260 )
                                         
Other income (expense):
                                       
Interest income
    140       106       372       152       214  
Interest expense
    (1,362 )     (1,861 )     (2,671 )     (1,206 )     (1,622 )
Other expense
                (702 )     (342 )     (4,416 )
                                         
Total other expense
    (1,222 )     (1,755 )     (3,001 )     (1,396 )     (5,824 )
                                         
Loss before cumulative effect of change in accounting principle
    (3,610 )     (11,393 )     (8,851 )     (4,182 )     (6,084 )
                                         
Cumulative effect of change in accounting principle
                (373 )     (373 )      
                                         
Net loss
  $ (3,610 )   $ (11,393 )   $ (9,224 )   $ (4,555 )   $ (6,084 )
                                         
Net loss per share — basic and diluted
  $ (0.87 )   $ (2.51 )   $ (1.96 )   $ (0.98 )   $ (1.23 )
                                         
Weighted average shares outstanding — basic and diluted
    4,151,156       4,531,691       4,707,902       4,656,924       4,933,666  
                                         
Pro forma net loss per share — basic and diluted (unaudited)
                  $ (0.35 )           $ (0.23 )
                                         
Pro forma weighted average shares outstanding — basic and diluted (unaudited)
                    26,239,359               26,465,123  
                                         


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          Six Months Ended
 
    Year Ended December 31,     June 30,  
    2004     2005     2006     2006     2007  
                      (unaudited)  
    (in thousands except share and per share data)  
 
                                       
(1) Amounts include stock-based compensation expense as follows:
  Direct operating
  $     $     $ 64     $ 27     $ 93  
  Selling and marketing
                43       19       81  
  Research and development
                53       24       99  
  General and administrative
                196       26       331  
                                         
  Total
  $        —     $        —     $        356     $ 96     $ 604  
                                         
 
The summary consolidated balance sheet data as of June 30, 2007 is presented:
 
  •  on an actual basis;
 
  •  on a pro forma basis to reflect the conversion of all of our outstanding preferred stock into 21,531,457 shares of our common stock upon the closing of this offering; and
 
  •  on a pro forma as adjusted basis to further reflect:
 
  •  the receipt by us of net proceeds of $      million from the sale of the           shares of common stock offered by us in this offering at an assumed public offering price of $      per share, less underwriting discounts and commissions and estimated offering expenses payable by us; and
 
  •  the payment by us of approximately $32.7 million to repay our outstanding indebtedness with, and other amounts payable to, our financial lenders as described under “Use of Proceeds.”
 
                         
    As of June 30, 2007  
                Pro Forma  
    Actual     Pro Forma     As Adjusted  
    (unaudited)  
    (in thousands)  
 
Consolidated Balance Sheet Data:
                       
Cash, cash equivalents and short-term investments
  $ 12,660     $ 12,660          
Working capital
    (2,380 )     (2,380 )        
Total assets
    44,345       44,345          
Total indebtedness, including current portion
    32,038       32,038          
Convertible preferred stock
    50,094                
Total stockholders’ equity (deficit)
    (68,528 )     (12,256 )        
 

7



Table of Contents

 
 
RISK FACTORS
 
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose part or all of your investment.
 
RISKS RELATED TO OUR BUSINESS
 
We have incurred significant operating losses in the past and may not be profitable in the future.
 
We have incurred significant operating losses since our inception. For the year ended December 31, 2006, we had a net loss of $9.2 million and a loss from operations of $5.9 million and for the six months ended June 30, 2007 we had a net loss of $6.1 million and a loss from operations of $0.3 million. We have an accumulated deficit of $71.3 million as of June 30, 2007. It is not certain that we will become profitable, or that, if we become profitable, our profitability will increase. In addition, we expect our costs and operating expenses to increase in the future as we expand our operations. If our revenue does not grow to offset these expected increased costs and operating expenses, we may not be profitable. You should not consider recent quarterly revenue growth as indicative of our future performance. In fact, in future quarters we may not have any revenue growth and our revenue could decline. Furthermore, if our costs and operating expenses exceed our expectations, our financial performance will be adversely affected.
 
Our operating results have in the past and may continue to fluctuate significantly and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.
 
Our operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Moreover, our stock price may be based on expectations of our future performance that may be unrealistic or that may not be met. Some of the important factors that could cause our revenues and operating results to fluctuate from quarter to quarter include:
 
  •  the extent to which our services achieve or maintain market acceptance;
 
  •  our ability to introduce new services and enhancements to our existing services on a timely basis;
 
  •  new competitors and introduction of enhanced products and services from new or existing competitors;
 
  •  the length of our contracting and implementation cycles;
 
  •  the financial condition of our current and potential clients;
 
  •  changes in client budgets and procurement policies;
 
  •  amount and timing of our investment in research and development activities;
 
  •  technical diffi