MEDECISION, INC.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)
(unaudited)
(1) Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
It is suggested that these interim financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K.
In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, which include all normal recurring adjustments, necessary to present fairly the Company’s interim financial information.
On October 18, 2006, the Company’s Board of Directors approved a 1-for-2 reverse stock split with an effective date of December 13, 2006. All share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split.
(2) Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurement. This new standard provides guidance for using fair value to measure assets and liabilities. The statement clarifies that for items that are not actively traded, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, and establishes a fair value hierarchy that prioritizes the information used to develop the assumptions market participants would use when pricing the asset or liability. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect to record any material adjustments upon the adoption of this statement.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115. Under this statement, entities will be permitted to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). By electing the fair value measurement attribute for certain assets and liabilities, entities will be able to mitigate potential “mismatches” that arise under the current mixed measurement attribute model. Entities will also be able to offset changes in the fair values of a derivative instrument and its related hedged item by selecting the fair value option for the hedged item. SFAS No. 159 will become effective for fiscal years beginning after November 15, 2007. We are currently evaluating the effect that the adoption of this statement will have on our financial statements.
(3) Stock-Based Compensation
The Company accounts for share based payments in accordance with SFAS No. 123R, Share Based Payment. Effective January 1, 2006, the Company adopted the calculated value recognition provisions of SFAS No. 123R utilizing the prospective-transition method, as permitted by SFAS No. 123R.
In October 2006, the Company’s shareholders approved the 2006 Equity Incentive Plan, which became effective upon the Company’s initial public offering. The 2006 Plan provides for the award of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. Employees, directors, consultants, and other individuals who provide services to the Company are eligible to be granted awards under the 2006 Plan; however, only employees are eligible to be granted incentive stock options, and not beyond 10 years from the adoption of the 2006 Plan. The exercise price of any incentive stock option granted under the plan will not be less than 100%
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of the fair market value of the common stock on the date of grant (110% for incentive stock options issued to a more than 10% shareholder). No incentive stock option award may be awarded in an amount that would vest more than $100 of fair value in any calendar year. The maximum term of any incentive stock award is 10 years from the grant date (5 years for more than 10% shareholder). The board of directors may determine the vesting period for each award under the 2006 Plan.
During the three months ended June 30, 2007 and 2006 and the six months ended June 30, 2007 and 2006, respectively, ten-year options to purchase 277,500, 353,375, 377,150 and 382,125 shares of common stock, at a weighted average exercise price of $5.33, $22.00, $5.74, and $20.54, were granted to employees. For the three months ended June 30, 2007 and 2006 and the six months ended June 30, 2007 and 2006, the Company recognized stock-based compensation expense of $311 ($0.02 per share), $149($0.04 per share), $523 ($0.03 per share) and $257 ($0.08 per share), respectively, of which $99, $99, $197 and $197, respectively, pertained to the intrinsic value of options issued below fair market value in 2005 and 2004.
The Company used a Black-Scholes model to determine the fair value of options issued in 2006 and 2007. The weighted average calculated value of options at date of grant and the assumptions utilized to determine such values are indicated in the following table:
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2007 | | 2006 | | 2007 | | 2006 | |
| | | | | | | | | |
Weighted average fair value at date of grant for options granted during the period | | $ | 3.64 | | $ | 2.68 | | $ | 3.93 | | $ | 4.52 | |
Weighted average risk-free interest rates | | 4.6 | % | 5.1 | % | 4.7 | % | 4.1 | % |
Weighted average expected life of option (in years) | | 6.6 | | 7.8 | | 6.5 | | 7.3 | |
Expected stock price volatility | | 69.7 | % | 84.4 | % | 70.7 | % | 85.6 | % |
Expected dividend yield | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
The Company determined its volatility factor through an analysis of peer companies in terms of market capitalization and total assets. The Company cannot compute expected volatility of its stock due to its lack of historical stock prices. The Company uses historical data to estimate option exercise and employee termination within the valuation model. Separate groups of employees and non-employees that have similar historical exercise behavior are considered separately for valuation purposes. The Company calculated the expected term by analyzing for each group cumulative share exercise and expiration data and post-vesting employment termination behavior as of the grant date. The weighted average life as of each grant date was then calculated and used in determining the fair value at each grant date. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected dividend yield is zero based on the Company’s historical experience. For the three months and six months ended June 30, 2006, the fair value of the common stock at the date of grant was based on an independent appraisal of the common stock’s value at January 1, 2006.
As of June 30, 2007, there was $2,115 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under existing stock option plans, which will be recognized over the weighted average period of 2.4 years. At June 30, 2007, there were 1,404,549 shares available for grant under the 2006 Plan.
Stock option activity for the six months ended June 30, 2007 is as follows:
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| | | | | | Weighted | | | |
| | | | Weighted | | Average | | | |
| | | | Average | | Remaining | | Aggregate | |
| | Number of | | Exercise | | Contractual | | Intrinsic | |
| | Shares | | Price | | Term (Years) | | Value | |
Balance at December 31, 2006 | | 2,937,082 | | $ | 4.27 | | | | | |
Granted | | 377,150 | | 5.74 | | | | | |
Exercised | | (453,656 | ) | 0.80 | | | | | |
Canceled | | (281,699 | ) | 5.25 | | | | | |
Balance at June 30, 2007 | | 2,578,877 | | $ | 4.98 | | 6.64 | | $ | 7,980 | |
| | | | | | | | | |
Exercisable at June 30, 2007 | | 1,530,777 | | $ | 1.94 | | 5.64 | | $ | 6,092 | |
The total intrinsic value of options exercised during the three months and six months ended June 30, 2007 was $434 and $2,359, respectively. During the three months and six months ended June 30, 2007, the Company received $74 and $334, respectively, in cash payments related to option exercises.
(4) Earnings Per Share
Basic earnings per share is calculated by dividing net income or loss by the weighted average numbers of shares outstanding. The Company had a net loss available to common shareholders for the three months ended June 30, 2007 and for the six months ended June 30, 2007 and 2006. As a result, the common stock equivalents of stock options, warrants and convertible securities issued and outstanding at those dates were not included in the computation of diluted earnings per share for the periods then ended as they were antidilutive. The Company has reflected on a retroactive basis the effect on historical basic and diluted earnings per share of the 1-for-2 reverse stock split of its common stock effective as of December 13, 2006.
Net (loss) income per share is computed as follows:
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2007 | | 2006 | | 2007 | | 2006 | |
| | | | | | | | | |
Numerator: | | | | | | | | | |
(Loss) income available to common shareholders | | $ | (2,525 | ) | $ | 105 | | $ | (5,026 | ) | $ | (908 | ) |
Accretion of convertible preferred shares and redeemable convertible preferred shares | | — | | (684 | ) | — | | (1,368 | ) |
Net (loss) income | | $ | (2,525 | ) | $ | 789 | | $ | (5,026 | ) | $ | 460 | |
Denominator: | | | | | | | | | |
Weighted average shares used to compute (loss) income available to common shareholders per common share, basic | | 15,344,853 | | 3,276,479 | | 15,264,375 | | 3,275,669 | |
Incremental shares required for diluted earnings per share: | | | | | | | | | |
As if converted effect of assumed conversion of warrants | | — | | 199,298 | | — | | — | |
Weighted average shares used to compute (loss) income available to common shareholders per common share, diluted | | 15,344,853 | | 3,475,777 | | 15,264,375 | | 3,275,669 | |
(Loss) income per share available to common shareholders, basic | | $ | (0.16 | ) | $ | 0.03 | | $ | (0.33 | ) | $ | (0.28 | ) |
(Loss) income per share available to common shareholders, diluted | | $ | (0.16 | ) | $ | 0.03 | | $ | (0.33 | ) | $ | (0.28 | ) |
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For the three months ended June 30, 2007 and for the six months ended June 30, 2007 and 2006, weighted average shares of common stock issuable in connection with stock options and warrants of 737,238, 659,838 and 2,152,542 shares, respectively, were not included in the diluted earnings per share calculation because doing so would have been antidilutive.
(5) Income Taxes
We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any change in the enacted tax rate and its effect on deferred assets and liabilities is recognized in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is more likely than not that such assets will not be realized.
We adopted the Financial Accounting Standard Board’s Interpretation No. 48, Accounting for Income Tax Uncertainties (“FIN 48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertain income tax positions recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. As of January 1, 2007, we had $15,700 of unrecognized tax benefits which, if recognized, would favorably impact our effective tax rate. The Company does not anticipate that total unrecognized tax benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations within the next 12 months. Our policy is to recognize interest and penalties on unrecognized tax benefits in provision for income taxes in the consolidated statements of operations. As of June 30, 2007, we have no accrued interest or penalties related to uncertain tax positions. Tax years beginning in 2003 are subject to examination by taxing authorities, although net operating loss and credit carryforwards from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are used.
(6) Leases
The Company is obligated under capital leases covering office furniture and computer hardware and software that expire at various dates through August 2011. At June 30, 2007 and December 31, 2006, the gross amount of property and equipment and related accumulated amortization recorded under capital leases were as follows:
| | June 30, | | December 31, | |
| | 2007 | | 2006 | |
| | | | | |
Computer equipment and software | | $ | 5,046 | | $ | 5,570 | |
Leasehold improvements | | 15 | | 15 | |
Office equipment and furniture | | 1,743 | | 1,797 | |
| | 6,804 | | 7,382 | |
Less: accumulated amortization | | (3,279 | ) | (3,110 | ) |
| | $ | 3,525 | | $ | 4,272 | |
Amortization of assets held under capital leases is included with depreciation and amortization expense in the accompanying statements of operations.
The Company leases office space, equipment and a vehicle under various cancelable and noncancelable operating lease agreements that expire on various dates through August 2016. The Company’s operating lease for office space allows the Company to terminate the lease after seven years, provided 12 months’ written notice is provided. Upon such termination, the Company must pay a penalty of $1,800, reduced by $30 each month subsequent to the 84th month of the lease. Rental expense for operating leases was approximately $541, $313, $1,097 and $580 for the three months ended June 30, 2007 and 2006 and the six months ended June 30, 2007 and 2006, respectively.
Future minimum lease payments under noncancelable operating leases and future minimum capital lease payments as of June 30, 2007 are:
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Year ending December 31, | | Capital Leases | | Operating Leases | |
| | | | | |
2007 (July 1 through December 31) | | $ | 1,046 | | $ | 983 | |
2008 | | 1,798 | | 1,883 | |
2009 | | 717 | | 1,900 | |
2010 | | 216 | | 1,931 | |
2011 | | 69 | | 1,999 | |
Thereafter through 2016 | | 9 | | 10,258 | |
Total minimum lease payments | | 3,855 | | $ | 18,954 | |
Less: amount representing interest (at rates ranging from 2.0% to 18.9%) | | (466 | ) | | |
Present value of net minimum capital lease payments | | 3,389 | | | |
Less: current installments of obligations under capital leases | | 1,719 | | | |
Obligations under capital leases, excluding current installments | | $ | 1,670 | | | |
(7) Warrants
In connection with various financing activities, the Company issued warrants to purchase common stock. Warrant activity for the six months ended June 30, 2007 is as follows:
Balance at December 31, 2006 | | 409,558 | |
Granted | | — | |
Exercised | | (259,558 | ) |
Expired | | (100,000 | ) |
Balance at June 30, 2007 | | 50,000 | |
As of June 30, 2007, warrants to purchase the Company’s common stock were outstanding as follows:
| | | | Exercise | | Expiration | |
Date Issued | | Warrants | | Price | | Date | |
June 1, 1999 | | 50,000 | | $ | 4.00 | | May 31, 2009 | |
| | | | | | | | |
(8) Industry and Geographic Segment Information
The Company operates in one segment and derives all of its revenue from the healthcare industry in the three and six month periods ended June 30, 2007 and 2006. All of the Company’s revenue in those periods was derived from United States customers and all of its assets during these periods were in the United States.
(9) Commitments and Contingencies
The Company’s contracts with its customers provide that customers are responsible for payment of sales and use taxes on the Company’s licensing and maintenance fees, and where applicable, professional services. Prior to 2006, the Company did not collect sales taxes. During the year ended December 31, 2006, the Company began to collect sales taxes from its customers and remit them to taxing authorities. In the event that a customer has not paid use tax where and when due, or is otherwise unable to pay, the Company may have a contingent liability for unpaid taxes, interest and penalties. The Company is currently undergoing a sales and use tax audit that includes a review of the purchase of goods and services for the three years ended December 31, 2006 to determine if any additional use taxes are due. A liability of $293 and $229 has been accrued at June 30, 2007 and December 31, 2006, respectively, against these contingencies.
The Company, in the normal course of business, may be party to various claims. Management believes that the ultimate resolution of any such claims would not have a material impact on the Company’s financial position or operating results.
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(10) Concentration of Credit Risk
Sales to two customers for the three months ended June 30, 2007 were 42% and sales to two customers for the three months ended June 30, 2006 were 53%. Sales to two customers for the six months ended June 30, 2007 were 38% and sales to two customers for the six months ended June 30, 2006 were 49%. Trade receivables related to three customers were 38% of total net accounts receivable as of June 30, 2007. Trade receivables related to two customers were 46% of total net accounts receivable as of December 31, 2006.
(11) Subsequent Events
As of June 30, 2007, the Company was not in compliance with the minimum tangible net worth covenant set forth under the loan and security agreement, as amended, with Silicon Valley Bank. On July 23, 2007, the Company received a waiver of the existing default from the bank. The Company is under negotiations with Silicon Valley Bank to amend the financial covenants under the current loan and security agreement.
On April 26, 2007, the Board of Directors of the Company and its Compensation Committee approved an amendment of the terms of options granted in April and July 2006 to purchase 453,625 shares of the Company’s common stock (the “2006 Options”) to decrease the exercise price from $22 per share to $10 per share, the offering price of the common stock in the Company’s December 2006 initial public offering. As disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2007, in order to rectify any possible Nasdaq listing violation resulting from the lack of shareholder approval for the Amendment, the Company reinstated the exercise price of the outstanding 2006 Options to $22 per share (the “Reinstatement”) and granted to the same employees who received the outstanding 2006 Options, options to purchase a similar number of shares of the Company’s common stock under the Company’s 2006 Equity Incentive Plan with an exercise price of $10 per share. On July 23, 2007, the Company received a Nasdaq Staff Deficiency Letter indicating that the Amendment failed to comply with the shareholder approval requirement for continued listing set forth in Marketplace Rule 4350(i)(1)(A) and that the Reinstatement was sufficient to bring the Company into compliance with the rule, thus concluding Nasdaq’s review of the matter.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Such statements are based on current expectations of future events that involve a number of risks and uncertainties that may cause the actual events to differ materially from those discussed herein. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “could,” “will,” “should,” “seeks,” “pro forma,” “potential,” “anticipates,” “predicts,” “plans,” “estimates,” or “intends,” or the negative of any thereof, or other variations thereon or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements should be considered in light of various important factors, including those set forth under the caption “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission. All forward-looking statements, and reasons why results may differ, that are included in this report are made as of the date of this report, and except as required by law, we disclaim any obligations to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein or reasons why results might differ to reflect future events or developments. References herein to “MEDecision,” “we,” “our,” and “us” collectively refer to MEDecision, Inc., a Pennsylvania corporation, and all of its subsidiaries.
Overview
We are a provider of software, services and clinical content to healthcare payers that allow them to improve the quality and affordability of healthcare provided to their members and increase their administrative efficiency. Our Collaborative Care
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Management suite analyzes data, automates payer workflow processes and electronically connects payers, healthcare providers and patients, providing them with a common view of the patient’s health that helps to foster better clinical decision making. Our solution is built around a suite of modular and easily configurable software applications and utilizes the Internet to link our payer customers to their members and their members’ chosen healthcare providers.
Our Collaborative Care Management suite is comprised of four related product modules: (i) Data Gathering and Analytics; (ii) Clinical Rules and Processes; (iii) Advanced Medical Management; and (iv) Collaborative Data Exchange. Data Gathering and Analytics is a data engine with an analytics component that enables a payer to process, summarize and evaluate information from both internal and external sources. Clinical Rules and Processes is a clinical content and process management solution featuring embedded, state-of-the-art clinical best practices that have been validated by evidence-based medicine. Advanced Medical Management is a care management solution consisting of workflow and decision support tools that address the continuum of care management processes, such as specialized case and disease management, admission and outpatient certification, referral management, concurrent review and discharge planning. Collaborative Data Exchange is a communication service that facilitates the transmission of information between the various stakeholders in the healthcare process. Collaborative Data Exchange addresses the entire spectrum of clinical data exchange: from basic service requests (referrals, authorizations and extensions) to simple clinical information transfer (questionnaire fulfillment), to complex electronic health record-based transactions. The Collaborative Data Exchange module allows our customers to securely transmit health records containing critical patient information in an easily understood format to patients and providers at the time they are making treatment decisions. We refer to these health records as Patient Clinical Summaries and believe that they are a critical first step to developing Electronic Health Records. In the future, we expect our Patient Clinical Summaries to integrate additional information provided by patients and a broad range of providers, thereby increasing their value to all constituents.
Since 1999, we have focused on broadening our solution portfolio in order to respond to the evolving needs of our customers. In 1999, we began offering our Data Gathering and Analytics module; in 2001, we began offering our Collaborative Data Exchange module; in 2003, we began offering OptiCareCert; in 2004, we began offering OptiCarePath; and in 2005, we began offering our customers the ability to electronically transmit Patient Clinical Summaries via our Collaborative Data Exchange module.
We operate in a relatively small market, where we have 57 of approximately 350 potential customers. This presents our management with the challenge of expanding our revenue within a limited potential customer base, and the attendant risk of our inability to grow revenue if we are unable to do so. Our strategy is to develop new customers, sell additional solutions to existing customers, and introduce new products such as MEDeWeaver and MEDePathway. However, not every potential customer is in the market for software at all times. Because of the cost, time and effort involved in implementing a software solution like the products we sell, once a potential customer chooses a solution from a competitor over MEDecision’s Collaborative Care Management solutions, they may not be in the market to buy a complete software solution for a number of years. There may be, however, opportunities to provide them with specific modules from our Collaborative Care Management suite to address particular needs they may have.
In the past, our non-recurring revenue, which primarily consists of term license fees for our software products and professional service fees associated with implementation of these software products, has constituted a significant portion of our revenue. This non-recurring revenue is generally dependent upon the closure of new contracts, thereby decreasing the predictability of our revenue. As a result of these risks and challenges, we will continue to focus on the growth of our business, expanding existing customer relationships, developing innovative new solutions, expanding our customer base within our market and continuing to build recurring and predictable revenue through new products like our Patient Clinical Summary. During the second quarter of 2007, we enacted a program to control the growth in total expenses designed to return us to a positive cash flow position and profitability. We anticipate that our cash flow from operations, combined with our working capital facility, will be sufficient to fund our organic growth.
Prior to 2006, we experienced our fastest growth in term licenses and professional services revenue, thereby increasing those items as a percentage of our revenue. Consequently, we realized a decreasing percentage of subscription, maintenance and transaction fee revenue even though that revenue grew as well. For the three and six months ended June 30, 2007, subscription, maintenance and transaction fee revenue increased as a percentage of total revenue due to increased sales of our Data Gathering and Analytics and Collaborative Data Exchange modules and to the timing of recognition of term license revenue associated with the contracts closed in the three months ended June 30, 2007. In the future, we anticipate the market will have an increased focus on Electronic Health Records and what we refer to as our Patient Clinical Summary. For these solutions, our customers pay an annual subscription fee and pay a transaction fee each time they utilize the solution. In addition, once adopted by a customer, there are less sales and administrative efforts required to increase the transaction volume with a
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customer as compared to the efforts required to sell a new term license for one of our other solutions. We anticipate that at some point in the future, the growth of this portion of our business will outpace our traditional software licenses and, as a result, subscription and transaction revenue will become a larger portion of our overall revenue. We anticipate that this strategy will continue to lead to more recurring and predictable overall revenue. In addition, given the lower administrative and sales costs associated with this revenue, we anticipate that this will increase our margins, especially as transaction volume with any given customer increases.
We evaluate and monitor our business based on our results from operations, including our percentage of revenue growth, our revenue by category, operating expenses as a percent of total revenue and our overall financial position. In doing so, we monitor margins for our existing business and evaluate the potential margin contributions for each type of revenue that we generate. In addition, we monitor our Earnings Before Interest, Depreciation and Amortization, or EBITDA, as a measure of operating performance in addition to net income and the other measures included in our financial statements. We operate in one reportable segment.
We license our solutions primarily to large regional healthcare insurance companies. As of June 30, 2007, our customers included approximately 57 regional and national managed care organizations, including the largest organizations in more than 28 regional markets. Our revenue has increased at a compound annual growth rate of 28.1% since 2002, to $44.2 million for the year ended December 31, 2006. Our overall increase in revenue is attributable to increased emphasis by our customers on active management of their total insured population and the expansion of our solutions to meet their evolving needs.
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Recent Events
On December 18, 2006, we raised approximately $26.4 million from our initial public offering, net of fees and expenses. In connection with the closing of our initial public offering, all of our outstanding shares of Series A preferred stock, Series B preferred stock and Series C preferred stock were converted into common stock under the terms of each of the respective preferred stock designations. All dividends on the Series A preferred stock that were accrued but unpaid as of the date of the offering were converted into common stock pursuant to an election of each holder of such shares as provided under the terms of the Series A preferred stock designation. All dividends on the Series B preferred stock and Series C preferred stock that were accrued but unpaid as of the date of the offering (approximately $9.5 million) were paid in cash from the proceeds of the offering. We currently have no shares of preferred stock outstanding.
Sources of Revenue
We derive revenue from the following sources: (i) subscription, maintenance and transaction fees; (ii) term license fees for our solutions; and (iii) fees for discrete professional services.
Subscription, Maintenance and Transaction Fees
Our customers pay an annual subscription fee to process data through MEDecision’s service bureau and access reports using our Data Gathering and Analytics module and to transmit clinical data and decisions through our Collaborative Data Exchange module. Customers also pay a fee for each transaction transmitted over our network. We recognize subscription fees ratably over the term of the subscription agreement and include this in the subscription, maintenance and transaction fee revenue on our consolidated statements of operations. We also offer our customers a hosted solution and receive monthly fees for those services. We recognize hosting revenue ratably over the term of the related agreement, which is typically five years in duration. Hosting revenue is included in subscription, maintenance and transaction fee revenue on our consolidated statements of operations.
Our customers pay an annual maintenance and support fee equal to approximately 22% of the Advanced Medical Management license fee, which entitles our customers to unspecified software updates and upgrades and basic product support. For clinical content, our customers pay an additional 13% (for a total of 35%) of the license fee for maintenance and support. We recognize maintenance and support fees ratably over the term of the maintenance and support agreement.
Our customers pay transaction fees for member eligibility verification, for clinical adjudication of treatment requests and for access to on-demand member health information, including Patient Clinical Summaries. We recognize transaction fees at the time of the transaction.
Term Licenses
Our customers pay a term license fee to utilize our Advanced Medical Management and Clinical Rules and Processes modules, typically for five years. We recognize revenue for term license fees upon delivery of the software assuming all other revenue recognition criteria have been met.
Professional Services
In conjunction with our solutions, we provide services to assist our customers in the installation and implementation of the software and the integration of our solutions with other systems within the healthcare insurance company. We sell these services on either a fixed price or a time-and-materials basis and recognize revenue when the services are performed. Services revenue also includes reimbursable billable travel, lodging and other out-of-pocket expenses incurred as part of delivering services to our customers.
Each of our license models provides us with a recurring revenue stream. Historically, a substantial portion of our clients have renewed their licenses each year. During the year ended December 31, 2006, our clients renewed 89% of the contracts which were to expire during that period. The combination of recurring revenue and high renewal rates provide us with substantial annual revenue predictability. Although in general our revenue is consistent throughout the year, sales of certain modules that have an initial term license can cause revenue volatility from quarter to quarter. The sales cycle for our Advanced Medical Management module is typically eight months or longer. As a result, it is difficult for us to predict the quarter in which a particular sale may occur. In addition, in a small portion of our sales, the license fee is material relative to
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our total revenue during the quarter. Accordingly, our revenue may vary significantly from quarter to quarter depending on the quarter during which a large sale occurs.
Strategy for Growth
Our strategy for revenue growth is to (1) increase recurring and transaction-based revenue streams as a percentage of total revenue, primarily through Patient Clinical Summary transactions; (2) expand our customer base into additional managed care organizations in the United States that could benefit from our entire Collaborative Care Management suite or its related product modules; (3) expand relationships with our existing customers; and (4) develop the next generation of our Collaborative Care Management suite.
Historically, we derived most of our revenue from our Advanced Medical Management module, for which our customers purchase five-year term licenses and which we recognize as revenue at the time we enter into the contract. In 1999, we began licensing modules that provide transaction or annual recurring revenue that are recorded ratably over the contract term. In 2005, we began to deliver a Patient Clinical Summary, and continue to do so today for 13 managed care organizations. We intend to emphasize modules with transaction oriented and annual recurring revenue, as these streams provide us with greater revenue visibility and higher gross margins and operating margins. We have developed a scalable network infrastructure to deliver a high volume of transactions (such as authorizations, referrals and Patient Clinical Summaries) to providers and patients. An increase in transaction volume will require some additional technology infrastructure, but we believe the cost of network expansion will be substantially lower than the increase in revenue. In addition, we expect some investment initially in sales and marketing to educate and assist in the initial deployment of transaction-based modules, but less, as a percentage of revenue, than the increase in revenue.
Prior to 2003, we licensed our software modules separately to payer organizations. Beginning in 2003, we began marketing and licensing our modules as an integrated solution, providing the payer an ability to license the entire Collaborative Care Management suite, or certain components initially, based upon the payer’s business needs at that time. We believe there are at least 300 additional managed care organizations in the United States, plus a substantial number of self-insured companies and Medicare and Medicaid organizations that could benefit from licensing and deploying our entire Collaborative Care Management suite, or selected modules. We license our solutions to new customers through our direct sales force, and our marketing initiatives generally have included conferences, trade shows, healthcare industry events and direct mail campaigns. We will continue to invest in additional sales personnel and marketing programs to increase awareness of our integrated solution, but not at the same rate of our revenue growth.
Through our customer sales operation, we have expanded our penetration within our customer base by including more members and by increasing the number of modules licensed by our customers. We intend to develop additional cross-selling programs to aid our customer relationship staff to continue to increase the number of modules utilized by our customers in the provision of care to their membership. The largest cross-selling opportunity is based on the adoption of the Patient Clinical Summary transactions, which benefit the payer, patient and provider. This adoption will require some investment in marketing, but we expect it to be less than the direct sales costs associated with the sales of our historical software solutions.
Trends in Sales of our Solutions
Our Collaborative Care Management suite consists of four related product modules: (i) Data Gathering and Analytics; (ii) Clinical Rules and Processes; (iii) Advanced Medical Management; and (iv) Collaborative Data Exchange. As discussed above, prior to 2003, we marketed and sold these modules individually rather than as a suite of products. Since that time, we have marketed these modules as the Collaborative Care Management suite, although we continue to license the modules individually in order to offer our customers an individualized solution. In general, customers license the Advanced Medical Management module as the core of their solution. Prior to 2004, our customers generally initiated their relationships with us by licensing just that one module. However, since 2004, we believe that our customers have focused more on implementing integrated multi-functional systems and have looked for products that offer more than a claims management system. As a result, a significant number of our new customers now license one or two modules in addition to our Advanced Medical Management module. We anticipate that this will remain the case for the foreseeable future.
As a result of the shift in market focus to more integrated software solutions, we anticipate that new customers will license an increasing number of modules and existing customers will continue to expand their product suites by licensing additional modules. However, given that most of our customers initially license our Advanced Medical Management module, revenue related to that module is a significant portion of our overall revenue. We anticipate that this significance will
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diminish as customers license additional modules and our transaction fee revenue increases as a percentage of overall revenue.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and consolidated results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based upon historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates.
We believe that our critical accounting policies affect our more significant estimates and judgments used in the preparation of our consolidated financial statements. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 contains a discussion of these critical accounting policies. There have been no significant changes in our critical accounting policies since December 31, 2006. See also Note 2 to our unaudited consolidated financial statements for the three and six month periods ending June 30, 2007 as set forth herein.
Significant Customer Contracts
Two of our customers, Health Care Service Corporation, or HCSC, and Horizon Blue Cross Blue Shield, or Horizon, accounted for 32% and 10%, respectively, of our revenue for the three months ended June 30, 2007. For the six months ended June 30, 2007, HCSC and Horizon accounted for 28% and 10% of our revenue, respectively. HCSC and Horizon accounted for 24% and 29% of our revenue for the three months ended June 30, 2006, respectively. For the six months ended June 30, 2006, HCSC and Horizon accounted for 29% and 20% of our revenue, respectively. Each of these contracts contains a term license component, an annual subscription and maintenance fee component. As is the case generally with all of our term license arrangements, a significant amount of the revenue of the contract is recognized in the initial year of the contract, with the remaining year revenue composed predominantly of annual subscription and maintenance fees and services relating primarily to implementation. As a result, while these two contracts represent a material portion of our revenue for the three months and six months ended June 30, 2007, we can not determine at this time whether these contracts will represent a material portion of our revenue in the future.
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Consolidated Results of Operations
Comparison of Three and Six Months Ended June 30, 2007 and 2006
The following table sets forth key components of our results of operations for the periods indicated as a percentage of total revenue:
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2007 | | 2006 | | 2007 | | 2006 | |
| | | | | | | | | |
Revenue | | | | | | | | | |
Subscription, maintenance and transaction fees | | 62.2 | % | 43.4 | % | 60.2 | % | 50.3 | % |
Term licenses | | 3.1 | | 27.6 | | 9.5 | | 18.2 | |
Professional services | | 34.7 | | 29.0 | | 30.3 | | 31.5 | |
Total revenue | | 100.0 | | 100.0 | | 100.0 | | 100.0 | |
| | | | | | | | | |
Cost of revenue | | | | | | | | | |
Subscription, maintenance and transaction fees | | 24.8 | | 14.8 | | 24.4 | | 16.7 | |
Term licenses | | 4.5 | | 3.8 | | 5.3 | | 3.2 | |
Professional services | | 16.7 | | 11.6 | | 15.9 | | 14.4 | |
Total cost of revenue | | 46.0 | | 30.2 | | 45.6 | | 34.3 | |
| | | | | | | | | |
Gross margin | | 54.0 | | 69.8 | | 54.4 | | 65.7 | |
| | | | | | | | | |
Operating expenses | | | | | | | | | |
Sales and marketing | | 23.0 | | 20.6 | | 22.9 | | 22.4 | |
Research and development | | 16.0 | | 16.9 | | 16.9 | | 17.3 | |
General and administrative | | 41.0 | | 25.0 | | 40.6 | | 26.2 | |
Total operating expenses | | 80.0 | | 62.5 | | 80.4 | | 65.9 | |
| | | | | | | | | |
(Loss) income from operations | | (26.0 | ) | 7.3 | | (26.0 | ) | (0.2 | ) |
Gain on change in fair value of redeemable convertible preferred stock conversion options | | — | | 2.2 | | — | | 2.6 | |
Interest income (expense), net | | — | | (0.6 | ) | 0.3 | | (0.6 | ) |
| | | | | | | | | |
(Loss) income before income taxes | | (26.0 | ) | 8.9 | | (25.7 | ) | 1.8 | |
(Provision) benefit for income taxes | | — | | (2.7 | ) | — | | — | |
Net (loss) income | | (26.0 | ) | 6.2 | | (25.7 | ) | 1.8 | |
| | | | | | | | | |
Accretion of convertible preferred shares and redeemable convertible preferred shares | | — | | (5.4 | ) | — | | (6.4 | ) |
(Loss) income available to common shareholders | | (26.0 | )% | 0.8 | % | (25.7 | )% | (4.6 | )% |
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Revenue
Consolidated revenue decreased $3.0 million, or 23% percent, to $9.7 million for the three months ended June 30, 2007 compared to $12.7 million for the three months ended June 30, 2006. The decrease is attributable to a decrease in term licenses and in professional services revenue partially offset by an increase in subscription, maintenance and transaction revenue. For the six months ended June 30, 2007, consolidated revenue decreased $2.0 million, or 9% percent, to $19.5 million compared to $21.5 million for the same period in 2006. The decrease is attributable to a decrease in term licenses and in professional services revenue partially offset by an increase in subscription, maintenance and transaction revenue.
Revenue by source is as follows:
| | Three Months Ended
June 30, | | Change | | Six Months Ended
June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription, maintenance and transaction fees | | $ | 6,053 | | 62 | % | $ | 5,501 | | 43 | % | $ | 552 | | 10 | % | $ | 11,764 | | 60 | % | $ | 10,809 | | 50 | % | $ | 955 | | 9 | % |
Term license revenue | | 299 | | 3 | % | 3,509 | | 28 | % | (3,210 | ) | -91 | % | 1,866 | | 10 | % | 3,924 | | 18 | % | (2,058 | ) | -52 | % |
Professional services | | 3,372 | | 35 | % | 3,676 | | 29 | % | (304 | ) | -8 | % | 5,911 | | 30 | % | 6,779 | | 32 | % | (868 | ) | -13 | % |
Total revenue | | $ | 9,724 | | 100 | % | $ | 12,686 | | 100 | % | $ | (2,962 | ) | -23 | % | $ | 19,541 | | 100 | % | $ | 21,512 | | 100 | % | $ | (1,971 | ) | -9 | % |
For the three months ended June 30, 2007, we entered into contracts with two new customers. These two new customers licensed our Collaborative Care Management suite including the Patient Clinical Summary and represent aggregate term license revenue of $3.2 million. We expect to recognize substantially all of this term license revenue plus subscription and maintenance revenue and professional services revenue of approximately $2.7 million from the two contracts during the fourth quarter of 2007. We entered into a total of 8 contracts during the six months ended June 30, 2007. In addition to the two contracts with new customers, we executed 6 contracts with existing customers that had already implemented our Advanced Medical Management module and were adding an additional module or renewing their existing license agreement. During the three and six months ended June 30, 2006, we entered into a total of six and eleven contracts, respectively, all of which were with existing customers who had already licensed our Advanced Medical Management module and were adding an additional module or renewing their existing license agreement.
The increase in subscription, maintenance and transaction fees revenue for the three months ended June 30, 2007 compared to the same period in 2006 is due to increased maintenance and support revenue attributable to contracts that closed after June 30, 2006. The increase in subscription, maintenance and transaction fees revenue for the six months ended June 30, 2007 compared to the same period in 2006 is due to the same reason.
The decrease in term license revenue for the three months ended June 30, 2007 compared to the same period in 2006 is primarily due to the timing of the recognition of term license revenue associated with the contracts closed during the three months ended June 30, 2007. No term license revenue was deferred for the three months ended June 30, 2006. The decrease in term license revenue for the six months ended June 30, 2007 compared to the same period in 2006 is due to the same reason.
The decrease in professional services revenue for the three months ended June 30, 2007 compared to the same period in 2006 is due primarily to the lack of new customer contracts in the previous two quarters that would have resulted in implementation revenue during the three months ended June 30, 2007. The decrease in professional services revenue for the six months ended June 30, 2007 compared to the same period in 2006 is partially due to the lack of new customer contracts in the fourth quarter of 2006 that would have resulted in implementation revenue during the six months ended June 30, 2007. Additionally, during the comparable 2006 periods, there was implementation revenue from the initial ramp-up of the HCSC contract which concluded in the second quarter of 2007.
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Cost of revenue
Cost of revenue increased 17% to $4.5 million for the three months ended June 30, 2007 from $3.8 million for the three months ended June 30, 2006. For the six months ended June 30, 2007, cost of revenue increased 21% to $8.9 million from $7.4 million for the same period in 2006.
Cost of revenue for each revenue source is as follows:
| | Three Months Ended
June 30, | | Change | | Six Months Ended
June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription, maintenance and transaction fees | | $ | 2,408 | | 40 | % | $ | 1,879 | | 34 | % | $ | 529 | | 28 | % | $ | 4,773 | | 41 | % | $ | 3,601 | | 33 | % | $ | 1,172 | | 33 | % |
Term license revenue | | 440 | | 147 | % | 473 | | 13 | % | (33 | ) | -7 | % | 1,041 | | 56 | % | 685 | | 17 | % | 356 | | 52 | % |
Professional services | | 1,627 | | 48 | % | 1,473 | | 40 | % | 154 | | 10 | % | 3,105 | | 53 | % | 3,094 | | 46 | % | 11 | | 0 | % |
Total cost of revenue | | $ | 4,475 | | 46 | % | $ | 3,825 | | 30 | % | $ | 650 | | 17 | % | $ | 8,919 | | 46 | % | $ | 7,380 | | 34 | % | $ | 1,539 | | 21 | % |
The increase in the cost of subscription, maintenance and transaction fees for the three months ended June 30, 2007 compared to the same period in 2006 is primarily due to an increase in personnel and personnel related costs of $0.2 million and an increase in consulting costs of $0.2 million resulting from personnel additions in our customer support and ASP and hosting operations in order to support an increase in our customer base, as well as personnel increases related to the creation of our Center for Collaborative Health to focus on provider adoption of the Patient Clinical Summary. For the six months ended June 30, 2007, the increase in the cost of subscription, maintenance and transaction fee revenue compared to the same period in 2006 is due primarily due to an increase in personnel and personnel related costs of $0.6 million and an increase in consulting costs of $0.3 million resulting from personnel additions in our customer support and ASP and hosting operations in order to support an increase in our customer base, as well as personnel increases related to the creation of our Center for Collaborative Health to focus on provider adoption of the Patient Clinical Summary.
The cost of term licenses for the three months ended June 30, 2007 compared to the same period in 2006 remained relatively constant with an increase in the amortization of capitalized software costs of $0.1 million offset by a $0.1 decrease in third party software costs. The increase in amortization of capitalized software costs is due to the amortization of products and enhancements developed in 2005 and 2006 which were made available to our customers after June 30, 2006. The decrease in third party software costs is a result of the lower term license revenue in the quarter as compared to the same period in 2006, as third party software licensing costs are recorded in the period in which the associated license revenue is recorded. For the six months ended June 30, 2007, the increase in cost of term licenses compared to the same period in 2006 is principally due to an increase in the amortization of capitalized software costs of $0.3 million due to the amortization of products and enhancements developed in 2005 and 2006 which were made available to our customers after June 30, 2006.
The increase in the cost of professional services for the three months ended June 30, 2007 compared to the same period in 2006 is primarily due to an increase in consulting costs of $0.1 million associated with the increased utilization of outside contractors in our Client Operations function. For the six months ended June 30, 2007, the cost of professional services remained relatively constant compared to the same period in 2006.
Gross margin
Gross margin in dollars decreased 41% to $5.2 million for the three months ended June 30, 2007 from $8.9 million for the three months ended June 30, 2006. As a percentage of revenue, gross margin decreased to 54% for the three months ended June 30, 2007 from 70% for the three months ended June 30, 2006. For the six months ended June 30, 2007, gross margin in dollars decreased 25% to $10.6 million from $14.1 million for the same period in 2006. As a percentage of revenue, gross margin decreased to 54% for the six months ended June 30, 2007 from 66% for the six months ended June 30, 2006.
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Gross margin for each revenue source is as follows:
| | Three Months Ended
June 30, | | Change | | Six Months Ended
June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription, maintenance and transaction fees | | $ | 3,645 | | 60 | % | $ | 3,622 | | 66 | % | $ | 23 | | 1 | % | $ | 6,991 | | 59 | % | $ | 7,208 | | 67 | % | $ | (217 | ) | -3 | % |
Term license revenue | | (141 | ) | -47 | % | 3,036 | | 87 | % | (3,177 | ) | -105 | % | 825 | | 44 | % | 3,239 | | 83 | % | (2,414 | ) | -75 | % |
Professional services | | 1,745 | | 52 | % | 2,203 | | 60 | % | (458 | ) | -21 | % | 2,806 | | 47 | % | 3,685 | | 54 | % | (879 | ) | -24 | % |
Total gross margin | | $ | 5,249 | | 54 | % | $ | 8,861 | | 70 | % | $ | (3,612 | ) | -41 | % | $ | 10,622 | | 54 | % | $ | 14,132 | | 66 | % | $ | (3,510 | ) | -25 | % |
Gross margin in dollars from subscription, maintenance and transaction fee revenue for the three months ended June 30, 2007 was relatively constant compared to the same period in 2006. The increased revenue level was offset by increased costs due to personnel and consultant increases in our solution support operations, our solutions hosting and ASP operations, both of which were designed to support an increase in customer base. The decrease in gross margin from subscription, maintenance and transaction fee as a percentage of subscription, maintenance and transaction fees revenue was the result of higher personnel costs and consulting costs as a result of anticipated growth in revenue derived from subscription, maintenance and transaction contracts. For the six months ended June 30, 2007, the decrease in gross margin in dollars from subscription, transaction and maintenance revenue compared to the same period in 2006 is due to increased costs due to personnel and consultant increases and in our solution support operations, our solutions hosting and ASP operations, both of which were designed to support an increase in customer base. The decrease in gross margin from subscription, maintenance and transaction fee as a percentage of subscription, maintenance and transaction fees revenue was the result of higher personnel and consultant costs as a result of anticipated growth in revenue derived from subscription, maintenance and transaction contracts.
The decrease in gross margin from term licenses for the three months ended June 30, 2007 compared to the same period in 2006 is due to the lower level of term license revenue which is primarily due to the timing of the recognition of term license revenue associated with the contracts closed during the three months ended June 30, 2007. A significant portion of the costs of term licenses relate to the straight line amortization of capitalized software costs which are incurred at the same rate regardless of revenue in the period. The decrease in gross margin from term licenses for the six months ended June 30, 2007 compared to the same period in 2006 is due to the same reason.
The decrease in gross margin from professional services revenue for the three months ended June 30, 2007 compared to the same period in 2006 is due to the lower volume of professional services revenue. The costs related to professional services revenue are relatively fixed in nature as they primarily consist of salaries and benefits paid to full-time employees in our Client Operations department. The decrease in gross margin from professional services revenue for the six months ended June 30, 2007 compared to the same period in 2006 is due to the same reason. Current levels of service resources were maintained to support higher services revenues anticipated in late 2007.
Sales and marketing
| | Three Months Ended
June 30, | | Change | | Six Months Ended
June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | |
Sales and marketing | | $ | 2,232 | | $ | 2,614 | | $ | (382 | ) | -15 | % | $ | 4,473 | | $ | 4,819 | | $ | (346 | ) | -7 | % |
As a percentage of revenue | | 23 | % | 21 | % | | | | | 23 | % | 22 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
The decrease in sales and marketing expenses for the three months ended June 30, 2007 compared to the same period in 2006 is due to a decrease of $0.1 million in personnel and personnel related costs, a decrease in commission expense of $0.4 million, partially offset by an increase in marketing costs of $0.1 million and an increase in recruiting costs of $0.1 million. The decrease in personnel and personnel related costs is due to a reduced headcount and the decrease in commission expense is due to the reduced level of term license revenue and professional services revenue. The increase in marketing costs is due to increased costs for public relations and investor relations associated with being a public company. The increase in recruiting costs relates to the search to fill open sales positions.
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For the six months ended June 30, 2007, the decrease in sales and marketing expenses compared to the same period in 2006 is due to a decrease of $0.1 million in personnel and personnel related costs, a decrease in commission expense of $0.5 million, partially offset by an increase in marketing costs of $0.1 million and an increase in recruiting costs of $0.1 million. The decrease in personnel and personnel related costs is due to a reduced headcount and the decrease in commission expense is due to the reduced level of term license revenue and professional services revenue. The increase in marketing costs is due to increased costs for public relations and investor relations associated with being a public company. The increase in recruiting costs relates to the search to fill open sales positions.
Sales and marketing expense increased as a percentage of revenue for the three months ended June 30, 2007 compared to the same period in 2006 and for the six months ended June 30, 2007 compared to the same period in 2006 due to the decreased level of revenues.
Research and development
| | Three Months Ended | | | | | | Six Months Ended | | | |
| | June 30, | | Change | | June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | |
Research and development | | $ | 1,561 | | $ | 2,149 | | $ | (588 | ) | -27 | % | $ | 3,289 | | $ | 3,710 | | $ | (421 | ) | -11 | % |
As a percentage of revenue | | 16 | % | 17 | % | | | | | 17 | % | 17 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Beginning in late 2006 and continuing into 2007, the Company focused its resources on the development of increased features and functionality in its solution set, primarily Advanced Medical Management. Consequently, for the three months ended June 30, 2007, we capitalized $1.1 million of software development costs, an increase of 174% from $0.4 million capitalized in the comparable period in 2006. Total research and development expenditures increased 4% to $2.7 million (including capitalized software development costs of $1.1 million) for the three months ended June 30, 2007 from $2.5 million (including capitalized software development costs of $0.4 million) for the three months ended June 30, 2006. For the six months ended June 30, 2007, we capitalized $2.0 million of software development costs, an increase of 161% from $0.8 million capitalized in the comparable period in 2006. Total research and development expenditures increased 18% to $5.3 million (including capitalized software development costs of $2.0 million) for the six months ended June 30, 2007 from $4.5 million (including capitalized software development costs of $0.8 million) for the six months ended June 30, 2006. This increase is due to a $1.3 million increase in personnel and personnel related costs partially offset by a decrease in of $0.5 million in consultant costs. The increase in personnel and personnel related costs is due to increased headcount and the decrease in consultant costs is due to a lesser reliance on outside contractors due to the increase in headcount.
As a percentage of revenue, research and development expenses remained relatively constant for both the three and six month comparable periods.
General and administrative
| | Three Months Ended | | | | Six Months Ended | | | |
| | June 30, | | Change | | June 30, | | Change | |
| | 2007 | | 2006 | | $ | | % | | 2007 | | 2006 | | $ | | % | |
| | | | | | | | | | | | | | | | | |
General and administrative | | $ | 3,988 | | $ | 3,167 | | $ | 821 | | 26 | % | $ | 7,937 | | $ | 5,642 | | $ | 2,295 | | 41 | % |
As a percentage of revenue | | 41 | % | 25 | % | | | | | 41 | % | 26 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses increased for the three months ended June 30, 2007 compared to the same period in 2006 due to an increase in depreciation expense of $0.1 million, an increase in professional and consultant fees of
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$0.2 million, an increase in insurance costs of $0.1 million, an increase in computer maintenance and support costs of $0.1 million and a $0.3 million increase in facility costs resulting from the additional space leased during the three months ending June 30, 2007 as compared to same period in 2006. In addition, stock compensation expense under SFAS No. 123R increased by $0.2 million during the three months ending June 30, 2007 compared to the same period in 2006. These increases were partially offset by a decrease in recruiting costs of $0.2 million and a decrease in personnel and personnel related costs of $0.1 million. The increases in professional and consultant fees and insurance are primarily associated with the additional requirements of being a public company including Sarbanes-Oxley compliance. The increase in depreciation expense and computer maintenance and support costs is related to the additional leasehold improvements, office furniture and equipment associated with the additional leased office space obtained in August, 2006. The decreases in recruiting costs are due to reduced hiring on a company-wide basis and the reduction in personnel costs is the result of a reduced headcount in the three months ended June 30, 2007.
General and administrative expenses increased as a percentage of revenue for the three months ended June 30, 2007 from the comparable 2006 period for the same reasons and due to the reduced revenue level.
General and administrative expenses increased for the six months ended June 30, 2007 compared to the same period in 2006 due to an increase in depreciation expense of $0.3 million, an increase in professional and consultant fees of $0.6 million, an increase in insurance costs of $0.2 million, an increase in computer maintenance and support costs of $0.2 million and a $0.6 million increase in facility costs resulting from the additional space leased during the six months ending June 30, 2007 as compared to same period in 2006. In addition, stock compensation expense under SFAS No. 123R increased by $0.3 million during the six months ending June 30, 2007 compared to the same period in 2006. These increases were partially offset by a decrease in recruiting costs of $0.3 million. The increases in professional and consultant fees and insurance are primarily associated with the additional requirements of being a public company including Sarbanes-Oxley compliance. The increase in depreciation expense and computer maintenance and support costs is related to the additional leasehold improvements, office furniture and equipment associated with the additional leased office space obtained in August, 2006. The decreases in recruiting costs are due to reduced hiring on a company-wide basis during the six months ended June 30, 2007.
General and administrative expenses increased as a percentage of revenue for the six months ended June 30, 2007 from the comparable 2006 period for the same reasons and due to the reduced revenue level.
Gain on change in fair value of previously outstanding redeemable convertible preferred stock conversion options
The gain on change in fair value of our previously outstanding conversion options was $0.3 million and $0.6 million, respectively, for the three months and six months ended June 30, 2006. All of the outstanding redeemable convertible preferred stock was converted into common stock on December 18, 2006 in connection with the initial public offering of the Company’s common stock.
Interest income (expense), net
We recorded interest income, net, of $7,000 for the three months ended June 30, 2007 compared to interest expense, net, of $0.1 million for the three months ended June 30, 2006. For the six months ended June 30, 2007, we recorded interest income, net, of $0.1 million compared to interest expense, net, of $0.1 million for the same period in 2006. For both comparable periods this is attributable to earnings on increased average balances of cash, cash equivalents and short-term investments generated from the initial public offering of the Company’s common stock completed on December 18, 2006.
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(Provision) benefit for income taxes
We recorded no income tax provision for the three months or six months ended June 30, 2007 as compared to a provision of $0.3 million for the three months ended June 30, 2006 and a benefit of $0.1 million for the six months ended June 30, 2006. The change resulted from management’s evaluation of our positive and negative evidence bearing upon the ability to realize our deferred tax assets. Management’s assessment at June 30, 2007 was that the weight of the negative evidence outweighed the positive evidence that any portion of the deferred tax assets would be realized. Accordingly, no provision or benefit for income taxes has been recorded for the three months and six months ended June 30, 2007.
Net (loss) income
We recorded a net loss of $2.5 million for the three months ended June 30, 2007 compared to net income of $0.8 million for the three months ended June 30, 2006. Gross margin decreased by $3.6 million and declined as a percentage of revenue to 54% for the three months ended June 30, 2007 from 70% for the comparable period in 2006. This decline partially offset by decreases in expenses for the three months ended June 30, 2007 of $0.1 million from the comparable period in 2006 resulted in a $2.5 million loss from operations for the three months ended June 30, 2007 compared to $0.9 million in income from operations for the three months ended June 30, 2006. Interest income, net of $7,000 for the three months ended June 30, 2007 compared to interest expense, net of $0.1 million for the three months ended June 30, 2006 combined with no provision or benefit for income taxes for the three months ended June 30, 2007 compared to an income tax provision of $0.3 million for the three months ended June 30, 2006, resulted in a net loss of $2.5 million for the three months ended June 30, 2007 compared to net income of $0.8 million the three months ended June 30, 2006.
For the six months ended June 30, 2007, we recorded a net loss of $5.0 million compared to net income of $0.5 million for the same period in 2006. Gross margin decreased by $3.5 million and declined as a percentage of revenue to 54% for the six months ended June 30, 2007 from 66% for the comparable period in 2006. This decline combined with increases in expenses for the six months ended June 30, 2007 of $1.5 million over the comparable period in 2006 resulted in a $5.1 million loss from operations for the six months ended June 30, 2007 compared to a loss of $39,000 from operations for the six months ended June 30, 2006. Interest income, net of $0.1 million for the six months ended June 30, 2007 compared to interest expense, net of $0.1 million for the six months ended June 30, 2006 combined with no provision or benefit for income taxes for the six months ended June 30, 2007 compared to an income tax benefit of $0.1 million for the six months ended June 30, 2006, resulted in a net loss of $5.0 million for the six months ended June 30, 2007 compared to net income of $0.5 million the six months ended June 30, 2006.
Accretion of previously outstanding convertible preferred shares and redeemable preferred shares
The accretion of our previously outstanding convertible and redeemable convertible preferred shares for the three months and six months ended June 30, 2006 was $0.7 million and $1.4 million, respectively. Under accounting rules, this accretion of value to the preferred stock reduces the net income available to common shareholders. All of the outstanding convertible and redeemable convertible preferred stock was converted into common stock on December 18, 2006 in connection with the initial public offering of the Company’s common stock.
Loss (income) available to common shareholders
For the reasons described above, the loss available to common shareholders was $2.5 million for the three months ended June 30, 2007 compared to income available to common shareholders of $0.1 million for the three months ended June 30, 2006. This resulted from a net loss of $2.5 million for the three months ended June 30, 2007 compared to net income of $0.8 million for the three months ended June 30, 2006 and from the $0.7 million in the accretion to the preferred shares which reduced net income available to common shareholders for the three months ended June 30, 2006. The loss available to common shareholders was $5.0 million for the six months ended June 30, 2007 compared to the loss available to common shareholders of $0.9 million for the six months ended June 30, 2006. This resulted from a net loss of $5.0 million for the six months ended June 30, 2007 compared to net income of $0.5 million for the six months ended June 30, 2006 and from the $1.4 million in the accretion to the preferred shares which reduced net income available to common shareholders for the six months ended June 30, 2006. All of the outstanding convertible and redeemable convertible preferred stock was converted into common stock on December 18, 2006 in connection with the initial public offering of the Company’s common stock.
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Liquidity and Capital Resources
Since our inception and until our initial public offering which closed on December 18, 2006, we financed our operations primarily through internally generated cash flows, borrowings from banks and the issuance of preferred stock. On December 18, 2006, we raised approximately $26.4 million, net of fees and expenses, through the closing of our initial public offering. As of June 30, 2007 and December 31, 2006, we had cash of $12.1 million and $17.4 million, respectively, and receivables of $8.1 million and $10.0 million, respectively. As of June 30, 2007 and December 31, 2006, we had no borrowings under our bank working capital facility. As of June 30, 2007 and December 31, 2006, we had $3.4 million and $4.4 million, respectively, in total capital equipment financing, primarily capital leases, outstanding. As of June 30, 2007 and December 31, 2006, we had $0.1 million and $0.3 million, respectively, of insurance premium financing outstanding.
In connection with the closing of our initial public offering on December 18, 2006, all of our outstanding shares of Series A preferred stock, Series B preferred stock and Series C preferred stock converted into common stock under the terms of each of the respective preferred stock designations. All dividends on the Series A preferred stock that were accrued but unpaid as of the date of the offering were converted into common stock pursuant to an election of each holder of such shares as provided under the terms of the Series A preferred stock designation. All dividends on the Series B preferred stock and Series C preferred stock that were accrued but unpaid as of the date of the offering (approximately $9.5 million) were paid in cash from the proceeds of the offering. Thus, as of December 31, 2006, we had no accumulated dividends on our preferred stock.
We have a working capital facility with Silicon Valley Bank that is collateralized by all our assets. Our borrowings under this facility can be no more than the lesser of $8.0 million or 80% of eligible receivables, as such term is defined in the bank agreement, minus the total amounts then undrawn on all outstanding letters of credit, or any other accommodations issued or incurred by Silicon Valley Bank for our benefit. The working capital facility terminates on September 29, 2007. As of June 30, 2007, we had no borrowings outstanding under the working capital facility and have remaining availability of $2.4 million. We also have a $1.0 million equipment line of credit with Silicon Valley Bank that is collateralized by our assets. As of June 30, 2007, we have approximately $25,000 outstanding under this equipment line. Additional borrowings under this facility will convert to a 30-month term note as of the first day of the subsequent calendar quarter.
As of December 31, 2006, we were out of compliance with one of the financial covenants under the revolving line of credit agreement with Silicon Valley Bank requiring us to maintain a minimum amount of net income for the quarter ended December 31, 2006. On March 26, 2007, we executed an amendment and waiver to the underlying loan and security agreement to (i) waive the existing default; (ii) increase the amount to be borrowed under the equipment line of credit to $1.75 million; (iii) extend the equipment line maturity date to the earlier of the date 30 months after the calendar quarter subsequent to each equipment advance but no later than December 1, 2009; and (iv) replace the financial covenants requiring us to maintain a minimum amount of liquidity and net income that were set forth under the underlying loan security agreement with financial covenants requiring us to maintain a minimum ratio of liquidity and a minimum amount of tangible net worth.
As of June 30, 2007, the Company was not in compliance with the minimum tangible net worth covenant set forth under the loan and security agreement, as amended, with Silicon Valley Bank. On July 23, 2007, the Company received a waiver of the existing default from the bank. The Company is under negotiations with Silicon Valley Bank to amend the financial covenants under the current loan and security agreement.
Operating Activities
Net cash used in operating activities was $1.9 million for the six months ended June 30, 2007 compared to net cash provided by operating activities of $1.2 million for the six months ended June 30, 2006. Net cash used in operating activities for the six months ended June 30, 2007 consisted of a net loss of $5.0 million, partially offset by non-cash depreciation and amortization of $1.9 million, non-cash stock compensation expense of $0.5 million, and a decrease in accounts receivable of $1.8 million primarily attributable to the billing and collection during the six months ended June 30, 2007 of unbilled receivables as of December 31, 2006. Other changes in working capital, primarily a reduction in current liabilities, used an additional $1.1 million in cash.
Net cash provided by operating activities for the six months ended June 30, 2006 consisted of net income of $0.5 million, non-cash depreciation and amortization of $1.3 million, non-cash stock compensation expense of $0.3 million, a decrease in accounts receivable of $1.8 million primarily associated with the collection of fees associated with the HCSC contract closed in 2005. This was partially offset by a $1.5 million decrease in deferred revenue and by other changes in working capital, primarily an increase in prepaid commissions and prepaid software maintenance, that used an additional
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$1.2 million in cash. Deferred revenue decreased $1.5 million to $8.1 million at June 30, 2006 from $9.6 million at December 31, 2005. Deferred revenue consists of (i) annual maintenance and subscription fees for the software solutions that are paid in advance and recorded over the service period, and (ii) advance billings for professional services projects that are recorded using the proportional performance method based upon labor hours expended compared to estimated labor hours to complete the project. The decrease was attributable to the amortization of prepaid annual maintenance and subscription fees partially offset by an increase in advance payments for professional services projects.
Investing Activities
Net cash used in investing activities was $2.4 million and $1.1 million for the six months ended June 30, 2007 and 2006, respectively. The net change in investing activities resulted from a larger investment in product development designed to expand the features and functionality of core products, primarily Advanced Medical Management, and to prepare for the next phase of delivering richer Patient Clinical Summaries. Net cash used in investing activities for the six months ended June 30, 2007 consisted of the capitalization of product development costs of $1.9 million and the purchase of office equipment and computer equipment of $0.5 million. Net cash used in investing activities for the six months ended June 30, 2006 related to development activities to enhance our product offering and the capitalization of the costs associated with those projects of $0.7 million and the purchase of office equipment and computer equipment of $0.4 million.
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Financing Activities
Net cash used financing activities was $1.0 million for the six months ended June 30, 2007 compared to net cash used in financing activities of $0.7 million for the six months ended June 30, 2006. Net cash used in financing activities for the six months ended June 30, 2007 consisted of repayments against our capital leases outstanding of $1.0 million and repayments against our equipment line of credit and insurance premium financing of $0.3 million, partially offset by proceeds from the exercise of stock options of $0.3 million. Net cash used in financing activities for the six months ended June 30, 2006 consisted of repayments against our equipment line of credit of $0.1 million and repayments against our capital leases outstanding of $0.6 million.
We believe that our cash balances, cash flows from operations and available borrowings under our working capital line of credit, equipment line of credit and capital leases will be sufficient to satisfy our working capital and capital expenditure requirements for at least the next 12 months. We used approximately $9.5 million of the $26.4 million net proceeds from our initial public offering which closed on December 18, 2006 to pay the accrued and unpaid dividends to the former holders of our Series B and Series C preferred stock upon the automatic conversion of such shares into common stock upon the consummation of the offering. We intend to use the balance of the net proceeds of the offering for general corporate purposes, including working capital needs. We believe opportunities may exist to expand our current business through strategic acquisitions and investments in technology, and we may use a portion of the proceeds for these purposes. Changes in our operating plans, lower than anticipated revenue, increased expenses or other events, including those described in “Risk Factors” may cause us to seek additional debt or equity financing on an accelerated basis. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could negatively impact our growth plans, our financial condition and results of operations. Additional equity financing would be dilutive to the holders of common stock, and debt financing, if available, may involve significant cash payment obligations and covenants or financial ratio requirements that restrict our ability to operate our business. We do not, however, have any current plans to issue additional equity, including preferred stock, in the near future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. We do not hold financial instruments for trading purposes.
Interest Rate Risk
The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Some of the securities in which we may invest may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk in the future, we intend to maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper, government and non-government debt securities, certificates of deposit and money market funds. Money market funds are not subject to market risk because the interest paid on these funds fluctuates with the prevailing interest rate. However, a decline in interest rates would result in reduced future investment income to us.
Our interest expense, generally, is not sensitive to changes in prevailing interest rates since the majority of our borrowings that are outstanding and our capital leases are at a fixed interest rate. Borrowings under our working capital and equipment lines of credit are subject to adjustments in prevailing interest rates. Future increases in prevailing interest rates will increase future interest expense payable by us. However, we do not believe a 10% increase in prevailing interest rates will have a material effect on our interest expense.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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As of June 30, 2007, our management, including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on such evaluation, our management concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
PART II – OTHER INFORMATION
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 which could materially affect our business, financial condition or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and future results of operations. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
We operate in a market with limited potential clients, derive a significant portion of our revenue from a limited number of customers, and if we are unable to maintain these customer relationships or attract additional customers, our revenue will be adversely affected.
Our sales to Health Care Service Corporation and Horizon Blue Cross Blue Shield accounted for approximately 32% and 10%, respectively, of our revenue for the three months ended June 30, 2007 and approximately 28% and 10%, respectively, of our revenue for the six months ended June 30, 2007. Our sales to Health Care Service Corporation and Horizon Blue Cross Blue Shield accounted for approximately 24% and 29%, respectively, of our revenue for the three months ended June 30, 2006 and approximately 29% and 20%, respectively, of our revenue for the six months ended June 30, 2006. Collectively, our top five customers accounted for approximately 58% and 70% of our revenue for the three months ended June 30, 2007 and 2006, respectively. For the six months ended June 30, 2007 and 2006, our top five customers collectively accounted for approximately 55% and 66%, respectively, of our revenue. Although we are seeking to broaden our customer base, we anticipate that a small number of customers will continue to account for a large percentage of our revenue. The loss of one or more of our key customers, or fewer or smaller orders from them, would adversely affect our revenue.
In addition, the number of potential customers in the electronic healthcare information market is limited, and therefore, our total customer base is limited. We believe that there are approximately 300 additional potential customers in our market. As of June 30, 2007, we had contracts with 46 entities that represented approximately 57 regional and national managed care organizations. If we lose one contract, we may lose more than one entity as a customer. Our contracts with our customers are typically five-year agreements. We do, however, enter into contracts with our customers that do not require long-term commitments, such as annual maintenance contracts or contracts for our transactional solutions. If we are not able to attract additional customers, license new solutions to our existing customers or obtain contract renewals from our customers, our revenue could decline.
We have a history of losses and cannot assure you that we will remain profitable, and as a result, we may have to cease operations and liquidate our business.
Our expenses have exceeded our revenue in four of the last five years, and no net income has been available to common shareholders in four of the last five years. As of June 30, 2007, our shareholders’ equity was $14.3 million which amount takes into consideration our net proceeds from our initial public offering which closed on December 18, 2006. Our future
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profitability depends on revenue exceeding expenses, but we cannot ensure that this will continue. If it does not continue, we could be forced to curtail operations and sell or liquidate our business, and you could lose some or all of your investment.
Our failure to license and effectively integrate third-party technologies could adversely affect our ability to sell our solutions and lead to a decline in revenue and the future growth of our business.
For some of the technology that is used in our solutions and in providing our services, we depend upon licenses from third-party vendors. For example, we license a database module that is material to our Advanced Medical Management module from InterSystems Corporation. We must continue licensing these technologies to operate and license our solutions and to service our customers. These technologies might not continue to be available to us on commercially reasonable terms, if at all. Most of these licenses are for a limited duration and can be renewed only by mutual consent, including the InterSystems license the expiration of which was originally December 31, 2006 but has been renewed until May 31, 2012. In addition, most of these licenses, including the InterSystems license, may be terminated if we breach the terms of the license and fail to cure the breach within a specified period of time. Our inability to obtain any of these licenses could delay development of new solutions and services or cause us to cease operating one or more solutions or services until equivalent replacement technology can be identified, licensed and integrated. There is no assurance that we would be able to find an equivalent replacement technology, and if we did, the resources required to obtain and implement an equivalent replacement technology could be significant and could harm our business, financial condition and results of operations.
Most of the technology that we license from third-parties is licensed pursuant to agreements that are non-exclusive. Therefore, our competitors may obtain the right to use the technology covered by such licenses and use the technology to compete directly with us. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of such technology into our solutions and services, the diversion of our resources from the development of our own proprietary technology and our inability to generate revenue from such licensed third-party technology sufficient to offset associated acquisition and maintenance costs. In addition, if our vendors choose to cease providing any of our licensed third-party technology or discontinue support of the licensed third-party technology in the future, we might not be able to offer our related modules and services. Furthermore, if these third-parties are unsuccessful in their continued research and development efforts or we are unsuccessful in our internal technology development efforts, we might not be able to modify or adapt our own solutions to effectively compete in our industry.
We may not generate sufficient future taxable income to allow us to realize our deferred tax assets.
We have a significant amount of tax loss carryforwards that will be available to reduce the taxes we would otherwise owe in the future. We have not recognized any portion of these future tax deductions in our consolidated balance sheet as of June 30, 2007 and December 31, 2006. The realization of our deferred tax assets is dependent upon our generation of future taxable income during the periods in which we are permitted, by law, to use those assets. We exercise judgment in evaluating our ability to realize the recorded value of these assets, and consider a variety of factors, including the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Our evaluation of the realizability of deferred tax assets must consider both positive and negative evidence, and the weight given to the potential effects of positive and negative evidence is based on the extent to which the evidence can be verified objectively. We cannot assure you that we will have profitable operations in the future that will allow us to realize our deferred tax assets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the three months ended June 30, 2007, we issued the following number of shares of common stock upon the “cashless exercise” of outstanding warrants to the following persons on the dates indicated below. We did not receive any proceeds from the cashless exercise of these warrants. No underwriters were involved in the following sales of securities.
Name | | Date | | Number of shares of
common stock
issuable upon exercise of
warrant | | Number of shares of
common stock issued
upon “cashless exercise”
of warrant | |
Silicon Valley Bank | | May 25, 2007 | | 82,964 | | 52,734 | |
Silicon Valley Bank | | May 25, 2007 | | 35,000 | | 22,246 | |
PNC Bank, National Association | | June 15, 2007 | | 141,592 | | 72,775 | |
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The term “cashless exercise” refers to the surrender of a portion of a warrant as payment for the exercise price of the portion of the warrant exercised. Each of the sales of these securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof or Regulation D promulgated thereunder relating to sales not involving a public offering.
Use of Proceeds from Initial Public Offering
Our registration statement on Form S-1 (Commission File No. 333-136532) covering the initial public offering of 4,700,000 shares of our common stock, including 1,400,000 sold by certain selling shareholders, was declared effective by the SEC on December 13, 2006. The offering closed on December 18, 2006 and did not terminate before any securities were sold. As of the date of the filing of this report, the offering has terminated and all of the securities registered pursuant to the registration statement have been sold.
The offering was managed by Cowen and Company, LLC and CIBC World Markets Corp. Cowen and Company, LLC, CIBC World Markets Corp. and Pacific Growth Equities, LLC were representatives of the underwriters with respect to our initial public offering.
The aggregate proceeds to us from the sale of all 3,300,000 shares of common stock registered for sale by us based on the initial public offering price of $10.00 per share (prior to underwriting commissions) was $33 million. The aggregate proceeds to the selling shareholders named in the registration statement from the sale of all 1,400,000 shares of common stock registered for sale by them based on the initial public offering price of $10.00 per share (prior to underwriting commissions) was $14 million.
Through June 30, 2007, we incurred the following expenses in connection with our initial public offering in the following amounts (as approximated, in thousands):
Underwriting discounts and commissions | | $ | 2,310 | |
Finders’ fees | | — | |
Expenses paid to or for our underwriters | | — | |
Other expenses | | $ | 4,282 | |
Total expenses | | $ | 6,592 | |
No expenses related to our initial public offering were incurred after December 31, 2006.
No payments for any of the foregoing expenses were made directly or indirectly to (i) any of our directors, officers or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
Net proceeds from the sale of all 3,300,000 shares of common stock registered for sale by us based on the initial public offering price of $9.30 per share (net of underwriting commissions) and estimated offering expenses of approximately $4.3 million payable by us, were approximately $26.4 million.
Between December 13, 2006 and June 30, 2007, the net proceeds have been used for the following purposes in the following amounts (as approximated, in thousands):
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Construction of plant, building and facilities | | $ | — | |
Purchase and installation of machinery and equipment | | $ | 2,439 | |
Purchase of real estate | | — | |
Acquisition of other business | | — | |
Repayment of indebtedness | | $ | 1,857 | |
Working capital | | $ | 12,607 | |
Temporary investments | | — | |
Other purposes (total) (for which at least $100 has been used) (1) Payment of accrued and unpaid dividends to the former holders of our Series B and Series C preferred stock - $9,500 | | $ | 9,505 | |
Total | | $ | 26,408 | |
As disclosed in the table immediately above, we have used approximately $9.5 million of the net proceeds to pay the accrued and unpaid dividends to the former holders of our Series B and Series C preferred stock whose shares automatically converted into common stock upon the consummation of our initial public offering. Of this amount, approximately $7.7 million of accrued and unpaid dividends were directly or indirectly paid to certain of our directors and officers and to certain persons beneficially owning 10% or more of any class of our equity securities on account of their previous record or beneficial ownership of shares of our Series B and Series C preferred stock.
We intend to use the balance of the net proceeds from our initial public offering for general corporate purposes, including working capital needs.
Item 4. Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on May 24, 2007 (the “Annual Meeting”).
At the Annual Meeting, Thomas R. Morse and Timothy W. Wallace were each nominated for, and elected by the shareholders to, our Board of Directors. These individuals will serve on our Board of Directors along with David St.Clair, John H. Capobianco, Paul E. Blondin and Elizabeth A. Dow, the service of each which will continue for the applicable term after the Annual Meeting. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to, each nominee is set forth below:
| | For | | Withheld | |
Thomas R. Morse | | 13,115,767 | | 7,378 | |
Timothy W. Wallace | | 13,115,767 | | 7,378 | |
Item 5. Other Information
On May 31, 2007, the Company and InterSystems Corporation entered into an amendment of their license agreement extending it until May 31, 2012.
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Item 6. Exhibits
The following exhibits are filed as part of this quarterly report on Form 10-Q:
Exhibit
Number | | Description of Document |
| | |
10.18(iii) | | Form of Non-Qualified Stock Option Agreement under the MEDecision, Inc. 2006 Equity Incentive Plan |
10.19(i) | # | Master Product Agreement dated June 30, 2004, between MEDecision, Inc. and United HealthCare Services, Inc. |
10.19(ii) | # | Amendment #1 to Master Product Agreement effective as of April 16, 2007 between MEDecision, Inc. and United HealthCare Services, Inc. |
31.1 | | Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
31.2 | | Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
32.1 | | Certification Furnished pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
# An application has been submitted to the Securities and Exchange Commission for confidential treatment, pursuant to Rule 406 of the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934, of portions of these exhibits. These portions have been omitted from these exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | MEDECISION, INC. |
| | |
| | |
August 10, 2007 | | By: | | /s/ DAVID ST.CLAIR |
| | | | David St.Clair |
| | | | Chairman of the Board of Directors and
Chief Executive Officer |
| | | | |
| | | | |
August 10, 2007 | | By: | | /s/ CARL E. SMITH |
| | | | Carl E. Smith |
| | | | Chief Financial Officer (Principal
Financial and Accounting Officer) |
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EXHIBIT INDEX
Exhibit
Number | | Description of Document |
| | |
10.18(iii) | | Form of Non-Qualified Stock Option Agreement under the MEDecision, Inc. 2006 Equity Incentive Plan |
10.19(i) | # | Master Product Agreement dated June 30, 2004, between MEDecision, Inc. and United HealthCare Services, Inc. |
10.19(ii) | # | Amendment #1 to Master Product Agreement effective as of April 16, 2007 between MEDecision, Inc. and United HealthCare Services, Inc. |
31.1 | | Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
31.2 | | Certification by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
32.1 | | Certification Furnished pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
# An application has been submitted to the Securities and Exchange Commission for confidential treatment, pursuant to Rule 406 of the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934, of portions of these exhibits. These portions have been omitted from these exhibits.
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