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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
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
| sv1za |
| 7389 | 04-3387530 | |||
| (State of Incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
|
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 |
|
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. |
| Per Share | Total | |||||||
|
Initial public offering price
|
$ | $ | ||||||
|
Underwriting discount
|
$ | $ | ||||||
|
Proceeds, before expenses, to
athenahealth
|
$ | $ | ||||||
| Goldman, Sachs & Co. | Merrill Lynch & Co. |
| Piper Jaffray | Jefferies & Company |
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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 | ||||||||
1
| • | 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 |
2
| 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. |
| • | 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. |
| • | 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 |
3
| • | government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies. |
4
| 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” |
| • | 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. |
| • | 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. |
5
|
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):
|
||||||||||||||||||||
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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 | ) | ||||||||||||
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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 | ||||||||||||||||||
6
|
Six Months Ended |
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| Year Ended December 31, | June 30, | |||||||||||||||||||
| 2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||
| (unaudited) | ||||||||||||||||||||
| (in thousands except share and per share data) | ||||||||||||||||||||
|
|
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(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 | ||||||||||
| • | 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
| • | 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 |