e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 000-25311

AMICAS, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		59-2248411 (I.R.S. Employer Identification No.)

20 Guest Street, Boston MA 02135
(Address of principal executive offices, including zip code)

(617) 779-7878
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

As of November 7, 2006 there were 44,805,495 shares of the registrant’s common stock, $.001 par value, outstanding.

AMICAS, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)


	September 30,			December 31,
	2006			2005

Assets
Current assets:
Cash and cash equivalents	$	9,984		$	82,214
Marketable debt securities		60,839			—
Accounts receivable, net of allowances of $973 and $767, respectively		11,493			15,316
Computer hardware held for resale		129			127
Prepaid expenses and other current assets		4,904			1,025

Total current assets		87,349			98,682

Property and equipment, less accumulated depreciation and amortization of $5,968 and $5,347, respectively		1,238			1,259
Goodwill		27,313			27,313
Acquired/developed software, less accumulated amortization of $5,545 and $4,077, respectively		8,155			9,623
Other intangible assets, less accumulated amortization of $1,209 and $889, respectively		2,191			2,511
Other assets		931			897

Total Assets	$	127,177		$	140,285


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	7,495		$	11,151
Deferred revenue, including unearned discounts of $340 and $360, respectively		10,037			8,495

Total current liabilities		17,532			19,646

Other liabilities, primarily unearned discounts re: outsourced printing services		479			726

Commitments and contingencies

Stockholders’ equity:
Preferred stock $.001 par value; 2,000,000 shares authorized; none issued		—			—
Common stock $.001 par value, 200,000,000 shares authorized, 50,981,915 and 50,355,684 issued, respectively		47			50
Additional paid-in capital		226,207			222,927
Accumulated other comprehensive income		12			—
Accumulated deficit		(96,470	)		(96,592	)
Treasury stock, at cost, 6,178,956 and 1,985,502 shares		(20,630	)		(6,472	)

Total stockholders’ equity		109,166			119,913

Total Liabilities and Stockholders’ Equity	$	127,177		$	140,285

See Accompanying Notes to Condensed Consolidated Financial Statements

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AMICAS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005

Revenues
Maintenance and services	$	9,100		$	9,692		$	27,267		$	27,047
Software licenses and system sales		2,702			3,920			10,726			11,444

Total revenues	$	11,802		$	13,612		$	37,993		$	38,491


Costs and expenses
Cost of revenues:
Maintenance and services (a)	$	3,827		$	3,754		$	11,105		$	10,477
Software licenses and system sales, including amortization of software costs of $489, $489, $1,468 and $1,477, respectively		2,015			1,282			6,220			4,094
Selling, general and administrative (b)		4,671			4,820			15,904			16,018
Research and development (c)		2,175			2,286			6,630			6,855
Depreciation and amortization		297			441			944			1,401
Settlement and severance charges		—			2,664			—			4,218
Restructuring charges		—			—			—			1,023

		12,985			15,247			40,803			44,086

Operating loss		(1,183	)		(1,635	)		(2,810	)		(5,595	)
Interest income		978			751			2,765			1,680
Interest expense		—			(2	)		—			(751	)

Loss from continuing operations, before income taxes		(205	)		(886	)		(45	)		(4,666	)

(Benefit from) Provision for income taxes		(32	)		(346	)		63			(1,846	)

Income (loss) from continuing operations		(173	)		(540	)		(108	)		(2,820	)
Gain (loss) on sale of discontinued operations, net of tax (benefit), provision, $(478), $0, $(230) and $34,600, respectively		478			(25	)		230			46,045

Net income (loss)	$	305		$	(565	)	$	122		$	43,225


Earnings (loss) per share
Basic:
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.06	)
Discontinued operations		0.01			(0.00	)		0.00			1.01

	$	0.01		$	(0.01	)	$	0.00		$	0.95


Diluted:
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.06	)
Discontinued operations		0.01			(0.00	)		0.00			1.01

	$	0.01		$	(0.01	)	$	0.00		$	0.95


Weighted average number of shares outstanding
Basic		45,114			47,208			47,087			45,663
Diluted		45,114			47,208			47,087			45,663


(a)		– includes $14,000 and $37,000 in stock-based compensation expense for the three and nine months ended September 30, 2006, respectively

(b)		– includes $0.4 million and $1.2 million in stock-based compensation expense for the three and nine months ended September 30, 2006, respectively

(c)		– includes $54,000 and $0.1 million in stock-based compensation expense for the three and nine months ended September 30, 2006, respectively

See Accompanying Notes to Condensed Consolidated Financial Statements

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AMICAS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)


	Nine Months Ended
	September 30,
	2006			2005

Operating activities
Income (loss) from continuing operations	$	(108	)	$	(2,820	)
Income (loss) from discontinued operations		230			46,045

Net income (loss)		122			43,225

Adjustments to reconcile net income (loss) to cash used in operating activities:
Gain from the sale of discontinued operations		(230	)		(73,244	)
Depreciation and amortization		944			1,401
Provisions for bad debts		542			1,175
Gain on sale of fixed assets		(6	)		—
Write-off of deferred financing costs		—			661
Amortization of software development costs		1,468			1,477
Deferred income taxes		—			28,200
Stock compensation expense		1,381			175
Changes in operating assets and liabilities:
Accounts receivable		3,281			10,398
Computer hardware held for resale, prepaid expenses and other		(3,235	)		(2,987	)
Accounts payable and accrued expenses		(4,106	)		(4,971	)
Deferred revenue including unearned discount		1,295			(8,261	)
Other liabilities		—			(1,544	)
Tax benefit from change in valuation allowance and other		443			—

Cash provided by (used in) operating activities		1,899			(4,295	)


Investing activities
Proceeds from sale of discontinued operations		—			100,000
Payment of transaction costs related to sale of discontinued operations		—			(1,026	)
Proceeds from sale of assets		6			278
Purchases of held-to-maturity securities		(45,660	)		—
Purchases of available-for-sale securities		(37,503	)		—
Maturities of held-to-maturity securities		14,439			—
Sales of available-for-sale securities		7,897			—
Purchases of property and equipment		(603	)		(473	)

Cash provided by (used in) investing activities		(61,424	)		98,779


Financing activities
Principal repayments on long-term debt		—			(28,914	)
Repurchase of common stock		(14,158	)		—
Exercise of stock options and warrants		1,453			7,781

Cash used in financing activities		(12,705	)		(21,133	)


Increase (decrease) in cash and cash equivalents		(72,230	)		73,351
Cash and cash equivalents at beginning of period		82,214			12,634

Cash and cash equivalents at end of period	$	9,984		$	85,985


Supplemental disclosure of cash paid during the period for:
Income taxes, net of refunds	$	2,374		$	2,070
Interest		—			99
Non-Cash Investing:
Unrealized gain on available-for-sale investments		12			—

See Accompany Notes to Condensed Consolidated Financial Statements

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AMICAS, Inc.

Notes to Condensed Consolidated Financial Statements

A. Business

AMICAS, Inc. (“AMICAS” or the “Company”) is a leader in radiology and medical image and information management solutions. The AMICAS Vision Series^TM products provide a complete, end-to-end solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospital customers are provided a fully-integrated, hospital information system (“HIS”)/radiology information system (“RIS”) — independent image management or picture archiving communication system (“PACS”), featuring advanced enterprise workflow support and scalable design. Complementing the Vision Series product family is AMICAS Insight™ Solutions, a set of client-centered professional and consulting services that assist the Company’s customers with a well-planned transition to a digital enterprise. In addition, the Company provides its customers with ongoing software and hardware support, implementation, training, and electronic data interchange (“EDI”) services for patient billing and claims processing.

In January 2005, the Company completed the sale of substantially all of the assets and liabilities of its medical division, together with certain other assets, liabilities, properties and rights of the Company relating to its anesthesiology business (the “Medical Division”) to Cerner Corporation (“Cerner”) and certain of Cerner’s wholly-owned subsidiaries (the “Asset Sale”). (See Note C).

Effective January 3, 2005, the Company changed its name from VitalWorks Inc. to AMICAS, Inc.

B. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to U.S. Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying unaudited financial statements. Operating results for the three and nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2006. These interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Amicas PACS, Corp. (“Amicas PACS”), formerly known as Amicas, Inc., which was acquired on November 25, 2003. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

In December 2005 the Company began to report internal implementation and support costs within the cost of maintenance and services revenue line on our statement of operations. The Company reclassified prior year financial statements to conform to the current year presentation.

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Correction — a replacement of APB Opinion No. 20 and FASB No. 3” (SFAS 154). SFAS 154 replaces APB opinion no. 20, “Accounting Changes” (“APB 20”), and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. APB 20 previously required that most voluntary changes in accounting principle be recognized by including in net income in the period of the change the cumulative effect of changing to the new accounting principle. This standard generally will not apply with respect to the adoption of new accounting standards, as new accounting standards usually include specific transition provisions, and will not override transition provisions contained in new or existing accounting literature. SFAS 154 is effective for fiscal years beginning after December 15, 2005. Earlier adoption is permitted for accounting changes and error corrections made in years beginning after the date that SFAS 154 was issued. The adoption of SFAS 154 has had no effect on the financial condition or results of operations of the Company.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within its financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the impact FIN No. 48 will have on the consolidated financial statements.

In June 2006, the FASB ratified the consensus on Emerging Issues Task Force (“EITF”) Issue No. 06-03 (“EITF 06-03”), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06-03 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. The provisions of EITF 06-03 will be effective for interim and annual reporting periods beginning after December 15, 2006. The Company’s adoption of ETIF 06-03 is not expected to have a material effect on the consolidated financial position or results of operations.

- 6 -

AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the effect that the adoption of SFAS 157 will have on its financial position and results of operations.

Revenue Recognition

The Company recognizes revenue in accordance with Statement of Position (“SOP”) 97-2, Software Revenue Recognition, as amended by SOP 98-9, “Modification of SOP 97-2 with Respect to Certain Transactions”, SOP 81-1 “Accounting for Performance of Construction Type and Certain Performance Type Contracts” and the Securities and Exchange Commission’s Staff Accounting Bulletin 104, “Revenue Recognition in Financial Statements” (“SAB 104”) and Statement of Financial Accounting Standards (“SFAS”) 48 “Revenue Recognition When Right of Return Exists” and EITF 01-14, “Income Statement Characterization of Reimbursements for ’Out-of-Pocket’ Expenses Incurred”. Software license revenues and system (computer hardware) sales are recognized upon execution of the sales contract and delivery of the software (off-the-shelf application software) and/or hardware. In all cases, however, the fee must be fixed or determinable, collection of any related receivable must be considered probable, and no significant post-contract obligations of ours shall be remaining. Otherwise, the Company defers the sale until all of the requirements for revenue recognition have been satisfied. Maintenance fees for routine client support and unspecified product updates are recognized ratably over the term of the maintenance arrangement. Training, implementation and EDI services revenues are recognized as the services are performed. Most of the Company’s sales and licensing contracts involve multiple elements, in which case, the total value of the customer arrangement is allocated to each element based on the vendor specific objective evidence, or VSOE, of its fair value of the respective elements. The residual method is used to determine revenue recognition with respect to a multiple-element arrangement when VSOE of its fair value exists for all of the undelivered elements (e.g., implementation, training and maintenance services), but does not exist for one or more of the delivered elements of the contract (e.g., computer software or hardware). VSOE of its fair value is determined based upon the price charged when the same element is sold separately. If VSOE of its fair value cannot be established for the undelivered element(s) of an arrangement, the total value of the customer arrangement is deferred until the undelivered element(s) is delivered or until VSOE of its fair value is established. Contracts and arrangements with customers, generally do not include acceptance provisions, which would give the customer the right to accept or reject the product after it is shipped. However, if an acceptance provision is included, revenue is recognized upon the customer’s acceptance of the product, which occurs upon the earlier receipt of a written customer acceptance or expiration of the acceptance period. The Company provides allowances for estimated future allowances and discounts (recorded as contra-revenue) upon recognition of revenues.

Recognition of revenues in conformity with generally accepted accounting principles requires management to make judgments that affect the timing and amount of reported revenues.

Cash Equivalents and Marketable Debt Securities

Cash equivalents consist primarily of money market funds and are classified as available for sale and carried at fair value, which approximates cost.

Marketable debt securities consist of high quality debt instruments, primarily U.S. government, municipal and corporate obligations. Investments in corporate obligations are classified as held-to-maturity, as AMICAS has the intent and ability to hold them to maturity. Held-to-maturity marketable debt securities are reported at amortized cost. Investments in municipal obligations are classified as available-for-sale and are reported at fair value with unrealized gains and losses reported as other comprehensive income. There have been no material

- 7 -

AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

realized gains or losses to date. Current marketable debt securities include held-to-maturity investments with remaining maturities of less than one year as of the balance sheet date and available-for-sale investments that may be sold in the current period or used in current operations.

As of September 30, 2006, marketable debt securities consisted of the following, in thousands:


	September 30, 2006
	Carrying		Unrealized		Unrealized
	Value		Gains		Losses		Fair Value

Marketable debt securities
Available-for-sale:
State and municipal obligations	$	29,617	$	—	$	—	$	29,617
Held-to-maturity:
Commercial paper		18,467		8		13		18,462
Certificates of deposit		12,755		13		—		12,768

Total	$	60,839	$	21	$	13	$	60,847

The contractual maturities of our available-for-sale state and municipal obligation are as follows:


	September
	30, 2006
Contractual maturities of available-for-sale securities
Due within one year	$	5,503
Due between one to five years		4,314
Due after 10 years		19,800

Total	$	29,617

Stock-Based Compensation

The Company adopted SFAS No. 123 (Revised 2004), “Share –Based Payment” (“SFAS 123R”), effective January 1, 2006. SFAS 123R requires the recognition of the fair value of stock-based compensation as an expense in the calculation of net income. The Company recognizes stock-based compensation expense ratably over the vesting period of the individual equity instruments. All stock awards outstanding on September 30, 2006 have been accounted for as equity instruments based on the provisions of SFAS 123R. Prior to January 1, 2006 the Company followed the Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to Employees”, and related interpretations in accounting for stock-based compensation.

The Company elected the modified prospective transition method for adopting SFAS 123R. Under this method, the provisions of SFAS 123R apply to all stock-based awards granted or other awards granted that are subsequently reclassified into equity. The unrecognized expense of awards not yet vested as of December 31, 2005, the date of SFAS 123R adoption by the Company, is now being recognized as expense in the calculation of net income using the same valuation method (Black-Scholes) and assumptions disclosed prior to the adoption of SFAS 123R.

Under the provisions of SFAS 123R the Company recorded approximately $467,000 and $1.4 million of stock-based compensation expense on its unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2006.

The Company utilized the Black-Scholes valuation model for estimating the fair value of stock-based compensation after the adoption of SFAS 123R. During the three and nine months ended September 30, 2006, the weighted average fair value of the options granted under the stock option plans was $1.41 and $1.70, respectively,

- 8 -

AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

and the weighted average fair value of the shares subject to purchase under the employee stock purchase plan was $1.42 and $1.42, respectively, using the following assumptions:


	Three Months Ended						Nine Months Ended
	September 30, 2006						September 30, 2006
				Stock						Stock
	Stock Option			Purchase			Stock Option			Purchase
	Plan			Plan			Plan			Plan

Average risk-free interest rate		4.92	%		4.47	%		4.89	%		4.47	%
Expected dividend yield		—			—			—			—
Expected stock price volatility		41.7	%		41.7	%		41.7	%		41.7	%
Weighted-average expected life (in years)		5.6			0.5			5.0			0.5

The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the Company’s common stock over a three year period which reflects the Company’s expectations of future volatility. The risk-free interest rate is derived from U.S. Treasury rates during the period, which approximate the rate in effect at the time of the grant. The expected life calculation is based on the observed and expected time to post-vesting exercise and forfeitures of options by the Company’s employees.

Based on historical experience of option pre-vesting cancellations, the Company has assumed an annualized forfeiture rate of 3.0% for its options. Under the true-up provisions of SFAS 123R, the Company will record additional expense if the actual forfeiture rate is lower than the Company estimated, and will record a recovery of prior expense if the actual forfeiture is higher than the Company estimated.

The unamortized fair value of stock options as of September 30, 2006 was $4.2 million which is expected to be recognized over the weighted average remaining period of 2.4 years.

The following table summarizes activity under all stock option plans for the nine months ended September 30, 2006 (in thousands, except for per share and contractual term amounts):


									Weighted
							Weighted		Average
							Average		Remaining
	Shares						Exercise		Contractual		Aggregate
	Available			Number			Price per		Term		Intrinsic
	for Grant			Outstanding			Share		(years)		Value

Balance at December 31, 2005		14,930			6,672		$	3.23		6.1
Options granted		(323	)		323			4.90
Options exercised		—			(330	)		2.34
Options cancelled		62			(69	)		5.26

Balance at March 31, 2006		14,669			6,596		$	3.34		6.1	$	10,720
Options authorized		8,000			—			—
Authorized Options unavailable due to termination of plans		(14,340	)		—			—
Options granted		(330	)		330			3.06
Options exercised		—			(36	)		2.10

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements


									Weighted
							Weighted		Average
							Average		Remaining
	Shares						Exercise		Contractual		Aggregate
	Available			Number			Price per		Term		Intrinsic
	for Grant			Outstanding			Share		(years)		Value

Options cancelled		49			(49	)		4.42

Balance at June 30, 2006		8,048			6,841		$	3.32		6.0	$	3,557

Options granted		(70	)		60			3.22
Options exercised		—			(113	)		2.11
Options cancelled		10			(97	)		3.82

Balance at September 30, 2006		7,988			6,691		$	3.32		5.8	$	2,558
Exercisable at September 30, 2006					4,368		$	3.12		4.4	$	2,544

Restricted Stock

As of September 30, 2006, an aggregate of 29,680 shares of restricted stock had been granted to the Company’s non-employee directors, which vest on the earlier of one year from the date of grant and the date the director completes a full term as a director. The fair value of the restricted stock awards was based on the closing market price of the Company’s common stock on the date of award and is being amortized on a straight line basis over the service period. Stock-based compensation expense recognized for the three months ended September 30, 2006 for restricted stock is based on the stock that is expected to vest. The cost is expected to be recognized over an estimated weighted-average amortization period of 12 months.

As of September 30, 2006, there was $15,000 of total stock-based compensation related to non-vested restricted stock. The intrinsic value of the restricted stock outstanding at September 30, 2006 was $84,000.

A summary of the Company’s restricted stock activity, and related information for the nine months ended September 30, 2006 is as follows:


			Weighted
	Shares of		Average
	Restricted		Grant Date
	Stock		Fair Value

Outstanding at December 31, 2005		—	$	—
Granted		29,680		2.83
Exercised/vested		—		—
Forfeited/cancelled		—		—

Outstanding at September 30, 2006		29,680	$	2.83

On June 8, 2006 the Company’s stockholders approved the 2006 Stock Incentive Plan (the “2006 Plan”). The 2006 Plan replaces the Company’s 1996 Stock Option Plan (the “1996 Plan”) and the Company’s 2000 Broad Based Plan (the “2000 Plan”). Options outstanding under the 1996 Plan and the 2000 Plan continue to have force and effect in accordance with the provisions of the instruments evidencing such options. However, no further options will be granted under the 1996 Plan or the 2000 Plan, and no shares remain reserved for issuance under those plans.

SFAS 123R requires the presentation of pro forma information for the comparative period prior to the adoption as if the Company had accounted for all its employee stock options under the fair value method of the original SFAS 123. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 for stock-based employee compensation to the prior-year periods (dollars in thousands, except per share data).

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements


	Three Months Ended			Nine Months Ended
	September 30, 2005			September 30, 2005

Loss from continuing operations, as reported	$	(540	)	$	(2,820	)

Add: total stock-based employee compensation expense included in reported loss from continuing operations as reported, net of related tax effects		—			175

Deduct: total stock-based employee compensation expense not reported in expense, determined under fair value based method for all awards, net of related tax effects		(759	)		(2,184	)


Pro forma loss from continuing operations	$	(1,299	)	$	(4,829	)


Loss per share – continuing operations

Basic – as reported	$	(0.01	)	$	(0.06	)
Basic – pro forma	$	(0.03	)	$	(0.11	)

Diluted – as reported	$	(0.01	)	$	(0.06	)
Diluted – pro forma	$	(0.03	)	$	(0.11	)

During the three and nine months ended September 30, 2005, the weighted-average fair values of the options granted under the Company’s stock option plans were $3.04 and $2.32, respectively, and the weighted average fair value of the shares subject to purchase under the employee stock purchase plan were $1.50 and $1.50, respectively. The Company utilized the Black-Scholes valuation model for estimating these fair values with the following weighted-average assumptions:


	Three Months Ended						Nine Months Ended
	September 30, 2005						September 30, 2005
				Stock						Stock
	Stock Option			Purchase			Stock Option			Purchase
	Plan			Plan			Plan			Plan

Average risk-free interest rate		3.98	%		2.68	%		4.09	%		2.68	%
Expected dividend yield		—			—			—			—
Expected stock price volatility		64.40	%		35.8	%		68.1	%		35.8	%
Weighted average expected life (in years)		4.8			0.5			4.9			0.5

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect, if any, of potential common shares, which consists of stock options. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share amounts):

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Numerator —income (loss):
Continuing operations	$	(173	)	$	(540	)	$	(108	)	$	(2,820	)
Discontinued operations		478			(25	)		230			46,045

		305		$	(565	)		122		$	43,225


Denominator:

Basic EPS —weighted-average shares		45,114			47,208			47,087			45,663
Effect of dilutive securities		—			—			—			—

Diluted EPS —adjusted weighted-average shares and assumed conversions		45,114			47,208			47,087			45,663


Basic EPS:
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.06	)
Discontinued operations		0.01			(0.00	)		0.00			1.01

	$	0.01		$	(0.01	)	$	0.00		$	0.95


Diluted EPS:
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.06	)
Discontinued operations		0.01			(0.00	)		0.00			1.01

	$	0.01		$	(0.01	)	$	0.00		$	0.95

Options and warrants to purchase the Company’s common stock were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2006 and 2005 because their effect would have been anti-dilutive. However, these options could be dilutive in the future.

Comprehensive Income

Comprehensive income (loss) for the three and nine month periods ended September 30, 2006 and 2005 consists of net income (loss) and net unrealized gains on marketable securities. The components of comprehensive income (loss) are as follows (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2006		2005			2006		2005

Net income (loss)	$	305	$	(565	)	$	122	$	43,225
Net unrealized gain on marketable securities		12		—			12		—

Total comprehensive income (loss)	$	317	$	(565	)	$	134	$	43,225

C. Gain from Sale of Discontinued Operations

On January 3, 2005, the Company completed the sale of its Medical Division to Cerner. As consideration for the Asset Sale, the Company received cash proceeds of approximately $100 million, less a post-closing purchase price reduction of $1.6 million which was paid during 2005. Under the terms of the Purchase Agreement, Cerner agreed to assume specified liabilities of the Company’s Medical Division and certain obligations under assigned contracts and intellectual property.

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

For the nine months ended September 30, 2005, the Company recorded a net gain from the sale of approximately $46.1 million which is net of approximately: $16.2 million of net assets transferred to Cerner, $1.2 million of post closing purchase price adjustments, $34.6 million of income taxes, $0.9 million relating to the modification of stock options granted to certain employees of the Medical Division and $1.0 million of additional fees and transaction costs related to the sale.

The Company also finalized the 2005 federal and state tax returns which reflect a total tax liability of approximately $2.2 million. The Company had originally projected a total tax liability of $4.3 million. The decease in tax of approximately $2.1 million is due to a reduction in the Company’s state income tax liability. The Company has estimated a valuation allowance of $1.2 million to reduce the deferred tax asset to an amount that is more likely that not be realized.

The resulting excess requirement is $0.9 million, of which approximately $0.4 million relates to a benefit of net operating losses that arose as result of the exercise of stock options and was recorded to additional paid in capital and $0.5 million as a benefit to the tax provision of discontinued operations related to the sale of the medical division.

D. Business Combination

On November 25, 2003, the Company acquired 100% of the outstanding capital stock of Amicas PACS, a developer of Web-based diagnostic image management software solutions, for $31 million in cash, including direct transaction costs. Based on attainment of specified earnings targets through 2004, the merger agreement provided for an additional purchase payment of up to $25 million and incentive plans for certain management employees of Amicas PACS that provided for up to $5 million of compensation.

Thereafter, the merger agreement was amended, the earn-out consideration obligations terminated and the Company agreed to pay former Amicas PACS stockholders and certain Amicas PACS employees a total of up to $14.5 million. Former Amicas PACS stockholders received an additional $10.0 million in consideration in the following manner: $4.3 million in December 2004 and the remaining balance of $5.7 million in April 2005.

Certain Amicas PACS employees received a total of $4.3 million in satisfaction of certain obligations under the Amicas PACS bonus plan, paid in 2004 and 2005.

E. Restructuring Costs and Executive Termination Costs

Restructuring

The 2004 Plan. On October 15, 2004, the Company notified 57 of its employees that, in connection with the relocation of the Company’s corporate headquarters from Ridgefield, Connecticut to Boston, Massachusetts, their employment would be terminated under a plan of termination. The employees were terminated in the fourth quarter of 2004 and the first quarter of 2005. Pursuant to their termination agreements, the Company had agreed to pay their salary and provide certain benefits during their severance period.

In the quarter ended March 31, 2005, the Company recorded a $0.7 million charge for costs associated with employees terminated during the first quarter of 2005 and a $0.2 million non-cash stock compensation expense for certain modified stock awards.

The 2005 Plan. In May 2005, the Company notified 13 of its employees that their employment would be terminated in the second quarter of 2005 and, pursuant to their termination agreements, the Company agreed to pay their salary during their severance period. In 2005, the Company recorded a $0.2 million charge for costs associated with their termination.

Office Closure. In June 2005, the Company vacated its former Ridgefield, Connecticut headquarters and determined it had no future use for this leased space. In 2005, the Company recorded a restructuring charge for the remaining contractual lease payments under the lease agreement of approximately $0.1 million, which was paid in 2005.

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

Executive Termination Costs. On March 31, 2005, the Company entered into separation agreements with two former executives of the Company, who were also former executives of Amicas PACS. Pursuant to their agreements, the Company agreed to pay the executives two months of salary and other compensation obligations. In the quarter ended March 31, 2005, the Company recorded approximately $80,000 in costs related to the termination of employment of these executives. Additionally, under the separation agreements, in the first and second quarter of 2005, the Company accelerated the payment of certain earn-out bonuses in the amount of $1.1 million (see Note D). All amounts were paid during 2005.

F. Commitments and Contingencies

Commitments

The Company leases office and research facilities and other equipment under various agreements that expire in various years through 2008.

Future minimum lease payments under all operating and capital leases with non-cancelable terms in excess of one year are as follows:


Year	Operating
	(in thousands)
2006	$	314
2007		1,262
2008		358

Total	$	1,934

In March 2005, the Company entered into a sublease agreement to extend the lease term of its office space at its Boston, Massachusetts corporate headquarters. The term of the sublease extended the original sublease term until July 31, 2006, with a Company option to further extend the lease term for an additional seventeen months through December 31, 2007. The Company did not exercise its seventeen month option but extended the sublease through September 30, 2006. This sublease expired and the Company has no further commitment for this sublease.

On March 4, 2005, the Company entered into a sublease agreement for additional office space on a different floor at the same location as its Boston, Massachusetts headquarters, effective as of February 15, 2005 with an option to add more space effective July 1, 2006. Subsequently, the lease was transferred by the sublandlord to the landlord. The term of the lease expires on January 11, 2008. The Company exercised its option to add more space and effective July 1, 2006, the base rent increased to a total of $55,377 per month and the amount of leased space increased. During the third quarter of 2006, the Company consolidated its corporate headquarters in this space.

On January 3, 2005, the Company entered into a transition services agreement with Cerner in connection with the sale of the Medical Division. Pursuant to the transition services agreement, in exchange for specified fees, the Company provides to Cerner services including accounting, tax, information technology, customer support and use of facilities, and Cerner provides services to the Company such as EDI services including patient billing and claims processing, and use of facilities. Under the agreement, certain of the Company-provided services terminated on April 30, 2006 and certain Cerner-provided services will continue through March 31, 2009. As of September 30, 2006, the Company’s receivable was $63,000 and the Company’s payable to Cerner was $1.1 million under the transition services agreement.

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

Agreements with Cerner

In connection with the Purchase Agreement with Cerner, the Company assigned its agreement with a third-party provider of EDI services for patient claims processing to Cerner. For the months after April 2005, the annual processing services fee will range from $0.2 million to $0.3 million based on the Company’s and Cerner’s combined volume usage in the last month of the preceding year. The Company also assigned its patient statement agreement with National Data Corp. (“NDC”) to Cerner. The agreement generally provides for the Company to send minimum quarterly volumes and to pay a minimum quarterly fee of $0.6 million to Cerner through March 2006. Thereafter, the minimum quarterly volume commitments will be reduced by 1.25% per quarter until April 2009.

Employee Savings Plan (401(k))

In connection with the Company’s employee savings plan, the Company has committed, for the 2006 plan year, to contribute to the plan. The matching contribution for 2006 is estimated to be approximately $0.5 million and will be made in cash.

Earn-out Bonuses

The Company paid $2.1 million to certain Amicas PACS employees as additional earn-out consideration under the amendment to the Amicas PACS merger agreement (see Note D). The Company paid $0.9 million in the second quarter of 2005 and the remaining $1.2 million during December 2005.

Contingencies

From time to time, in the normal course of business, various claims are made against the Company. There are no material proceedings to which the Company is a party, and management is unaware of any material contemplated actions against the Company.

As permitted under Delaware law, the Company has agreements under which it indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however the Company has a director and officer insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. Given the insurance coverage in effect, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of September 30, 2006.

The Company generally includes intellectual property indemnification provisions in its software license agreements. Pursuant to these provisions, the Company holds harmless and agrees to defend the indemnified party, generally its business partners and customers, in connection with certain patent, copyright, trademark and trade secret infringement claims by third parties with respect to the Company’s products. The term of the indemnification provisions varies and may be perpetual. In the event an infringement claim against the Company or an indemnified party is made, generally the Company, in its sole discretion, agree to do one of the following: (i) procure for the indemnified party the right to continue use of the software, (ii) provide a modification to the software so that its use becomes noninfringing; (iii) replace the software with software which is substantially similar in functionality and performance; or (iv) refund all or the residual value of the software license fees paid by the indemnified party for the infringing software. The Company believes the estimated fair value of these intellectual property indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of September 30, 2006.

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AMICAS, Inc.
Notes to Condensed Consolidated Financial Statements

G. Income Tax Provision

In the three months ended September 30, 2006, the Company recorded an income tax benefit of $32,000 and, in the nine months ended September 30, 2006 a provision of $63,000 attributed to continuing operations. The income tax benefit for the third quarter of 2006 is to appropriately reflect the amount of current state income taxes the Company expects to incur for the year. During the three and nine months ended September 30, 2005 the Company recorded an income tax benefit of approximately $346,000 and $1.8 million benefit related to continuing operations.

The Company also finalized the 2005 federal and state tax returns which reflect a total tax liability of approximately $2.2 million. The Company had originally projected a total tax liability of $4.3 million. The decrease in tax of approximately $2.1 million is due to a reduction in the Company’s state income tax liability. The Company has estimated a valuation allowance of $1.2 million to reduce the deferred tax asset to an amount that is more likely than not to be realized.

The resulting excess requirement is $0.9 million, of which approximately $0.4 million relates to a benefit of net operating losses that arose as a result of the exercise of stock options and was recorded to additional paid in capital and $0.5 million as a benefit to the tax provision of discontinued operations related to the sale of the medical division.

H. Stockholders’ Equity

In the third quarter of 2006, the Company issued 112,327 shares of its common stock, in connection with the exercise of stock options by employees for proceeds of approximately $237,000, 65,660 shares for proceeds of approximately $164,000 related to the Employee Stock Purchase Program and 29,680 shares of restricted stock.

On May 6, 2005, the Company announced that its Board of Directors authorized the repurchase of up to $15 million of the Company’s common stock from time to time in open market or privately negotiated transactions. During the third quarter of 2006, the Company repurchased 588,395 shares for approximately $2 million. Since the announcement of this repurchase program, the Company has repurchased a total of approximately 4,193,000 shares for approximately $14 million under a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program has been funded using the Company’s working capital. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with its stock plans or other corporate purposes.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Our disclosure and analysis in this Quarterly Report on Form 10-Q contains forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we may also provide forward-looking statements in other materials that we release to the public as well as oral forward-looking statements. Forward-looking statements discuss our strategy, expected future financial position, results of operations, cash flows, financing plans, intellectual property, competitive position, and plans and objectives of management. We often use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, “will”, “should”, “might” and similar expressions to identify forward-looking statements. Additionally, forward-looking statements include those relating to future actions, prospective products, future performance, financing needs, liquidity, sales efforts, expenses, interest rates and the outcome of contingencies, such as legal proceedings, and financial results.

We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected by our forward-looking statements. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements. You are advised, however, to consult any further disclosures we make on related subjects in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Also note that we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our businesses in Item 1A- Risk Factors of Part II. These are important factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should understand that the discussion in Item 1A does not include all potential risks or uncertainties.

Overview

AMICAS, Inc. (“AMICAS” or the “Company”) is a leader in radiology, medical image and information management solutions. The AMICAS Vision Series products provide a complete, end-to-end solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospital customers are provided a fully-integrated, hospital information system (“HIS”)/radiology information system (“RIS”) — independent image management or picture archiving communication system (“PACS”), featuring advanced enterprise workflow support and scalable design. Complementing the Vision Series product family is AMICAS Insight Solutions, a set of client-centered professional and consulting services that assist our customers with a well-planned transition to a digital enterprise. In addition, we provide our customers with ongoing software and hardware support, implementation, training, and electronic data interchange (“EDI”) services for patient billing and claims processing.

In January 2005, we completed the sale of substantially all of the assets and liabilities of our medical division, together with certain other assets, liabilities, properties and rights relating to our anesthesiology business (the “Medical Division”) to Cerner Corporation (“Cerner”) and certain of Cerner’s wholly-owned subsidiaries (the “Asset Sale”).

Software license fees and system revenues are derived from the sale of software product licenses and computer hardware. Maintenance and services revenues come from providing ongoing product support,

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implementation, training and transaction processing services. Approximately 53% and 56% of our total revenues were of a recurring nature, such as support and transaction processing services, in 2005 and 2004, respectively.

In November 2003, we acquired 100% of the outstanding capital stock of Amicas PACS, Corp., formerly known as Amicas, Inc. (“Amicas PACS”), a developer of Web-based diagnostic image management software solutions. The addition of Amicas PACS provided us with the ability to offer radiology groups and imaging center customers a comprehensive, integrated information and image management solution that incorporates the key components of a complete radiology data management system (e.g., image management, workflow management and financial management).

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our financial statements and accompanying notes, which we believe have been prepared in conformity with generally accepted accounting principles. The preparation of these financial statements requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, assumptions and judgments, including those related to revenue recognition, allowances for future returns, discounts and bad debts, tangible and intangible assets, deferred costs, income taxes, restructurings, commitments, contingencies, claims and litigation. We base our judgments and estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, our actual results could differ from those estimates.

Management believes the following critical accounting policies, among others, involve the more significant judgments and estimates used in the preparation of its consolidated financial statements.

	•		Revenue Recognition.

	•		Accounts Receivable.

	•		Long-lived Assets.

	•		Goodwill Assets and Business Combinations.

	•		Income Taxes.

	•		Stock-based Compensation.

	•		Investments in Debt and Equity Securities.

These policies are unchanged from those used to prepare the 2005 annual consolidated financial statements except for stock-based compensation which we adopted effective January 1, 2006 and investments in debt and equity securities which we began to apply during the second quarter of 2006. We discuss our critical accounting policies in Item 7 under the heading “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2005. We discuss stock-based compensation and investments in debt and equity securities in Note B to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for the period ended September 30, 2006.

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Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements” (“SFAS 154”). SFAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. Previously, most voluntary changes in accounting principles were required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, SFAS 154 does not change the transition provisions of any existing accounting pronouncements. The adoption of SFAS 154 did not have a material effect on our consolidated financial position, results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within its financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. We are currently assessing the impact FIN No. 48 will have on our consolidated financial statements.

In June 2006, the FASB ratified the consensus on Emerging Issues Task Force (“EITF”) Issue No. 06-03 (“EITF 06-03”), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06-03 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. The provisions of EITF 06-03 will be effective for interim and annual reporting periods beginning after December 15, 2006. Our adoption of ETIF 06-03 is not expected to have a material effect on our consolidated financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) 157, “Fair Value Measurements.” (“SFAS 157”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the effect that the adoption of SFAS 157 will have on its financial position and results of operations.

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Results of Continuing Operations

Revenues


	Three Months Ended September 30,												Nine Months Ended September 30,
	(In thousands, except percentage)												(In thousands, except percentage)
							Change												Change
	2006			Change			(%)			2005			2006			Change			(%)			2005

Maintenance and services	$	9,100		$	(592	)		(6.1	%)	$	9,692		$	27,267		$	220			0.8	%	$	27,047
Percentage of total revenues		77.1	%								71.2	%		71.8	%								70.3	%

Software licenses and system sales	$	2,702		$	(1,218	)		(31.1	%)	$	3,920		$	10,726		$	(718	)		(6.3	%)	$	11,444
Percentage of total revenues		22.9	%								28.8	%		28.2	%								29.7	%


Total revenues	$	11,802		$	(1,810	)		(13.3	%)	$	13,612		$	37,993		$	(498	)		(1.3	%)	$	38,491

We recognize software license revenues and system (i.e. computer hardware) sales upon execution of a master license agreement and delivery of the software (off-the-shelf application software) and/or hardware. In all cases, however, the fee must be fixed or determinable, collection of any related receivable must be considered probable, and no significant post-contract obligations of ours shall be remaining. Otherwise, we defer the sale until all of the requirements for revenue recognition have been satisfied. Maintenance fees for routine client support and unspecified product updates are recognized ratably over the term of the maintenance arrangement. Training, implementation and EDI services revenues are recognized as the services are performed.

Maintenance and services

Maintenance and services revenues were $9.1 million for the three months ended September 30, 2006, compared to $9.7 million for the three months ended September 30, 2005. The decrease in maintenance and services revenues of approximately $0.6 million was primarily due to a decrease of implementation and training services revenues of $0.7 million, an increase of $0.2 million in EDI services revenues and a decrease of $0.1 million in maintenance revenues.

Maintenance and services revenues were $27.3 million for the nine months ended September 30, 2006, compared to $27.1 million for the nine months ended September 30, 2005. The increase in maintenance and services revenues of approximately $0.2 million was primarily due to a decrease of implementation and training services revenues of $1.4 million, an increase of $0.3 million in EDI services revenues and an increase of $1.3 million in maintenance revenues. The $1.3 million increase in maintenance revenues is the result of an increase in the value of the installed base of our customers as well as price increases for maintenance services.

Software licenses and hardware sales

Software license and systems revenue was $2.7 million for the three months ended September 30, 2006, compared to $3.9 million for the three months ended September 30, 2005. The decrease of $1.2 million was primarily due to a $2.0 million decrease in software sales offset by a $0.8 million increase in hardware sales.

Software license and systems revenue was $10.7 million for the nine months ended September 30, 2006, compared to $11.4 million for the nine months ended September 30, 2005. The decrease of $0.7 million was primarily due to a $2.6 million increase in hardware sales to new customers during the first quarter of 2006, offset by a decrease of $3.3 million in software sales.

Quarterly and annual revenues and related operating results are highly dependent on the volume and timing of the signing of license agreements and product deliveries during each quarter, which are very difficult to forecast. A significant portion of our quarterly sales of software product licenses and computer hardware is concluded in the last month of each quarter, generally with a concentration of our quarterly systems revenues earned in the final ten business days of that month. Also, our projections for revenues and operating results

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include significant sales of new product and service offerings. Due to these and other factors, our revenues and operating results are very difficult to forecast. As a result, comparison of our period-to-period financial performance is not necessarily meaningful and should not be relied upon as an indicator of future performance. Moreover, if new software sales do not materialize, our maintenance and EDI services revenues can be expected to decrease over time due to the combined effects of attrition of existing clients and a shortfall in new client additions.

Cost of revenues


	Three Months Ended September 30,											Nine Months Ended September 30,
	(In thousands, except percentage)											(In thousands, except percentage)
						Change											Change
	2006			Change		(%)			2005			2006			Change		(%)			2005

Maintenance and services	$	3,827		$	73		1.9	%	$	3,754		$	11,105		$	628		6.0	%	$	10,477
Percentage of maintenance and services revenues		42.1	%							38.7	%		40.7	%							38.7	%

Software licenses and hardware sales	$	2,015		$	733		57.2	%	$	1,282		$	6,220		$	2,126		51.9	%	$	4,094
Percentage of software licenses and hardware sales		74.6	%							32.7	%		58.0	%							35.8	%


Total cost of revenues	$	5,842		$	806		16.0	%	$	5,036		$	17,325		$	2,754		18.9	%	$	14,571

Cost of maintenance and services revenues

Cost of maintenance and services revenues primarily consists of the cost of EDI insurance claims processing, outsourced hardware maintenance, EDI billing and statement printing services, postage and third party consultants and personnel salaries, benefits and other allocated indirect costs related to the delivery of services and support. For the year ended December 31, 2005, we began to report our internal implementation and support costs within the cost of maintenance and services revenue line on our statement of operations. The results for the three and nine months ended September 30, 2005 have been reclassified to conform to this presentation.

Cost of maintenance and services revenue increased from $3.7 million for the three months ended September 30, 2005 to $3.8 million for the same period in 2006. The increase of approximately $0.1 million is primarily the result of a $0.5 million decrease in services cost, a $0.3 million increase in EDI related transaction costs and a $0.3 million increase in internal implementation costs.

Cost of maintenance and services revenue increased from $10.5 million for the nine months ended September 30, 2005 to $11.1 million for the same period in 2006. The increase of approximately $0.6 million is primarily the result of a $0.6 million increase in internal implementation costs.

Cost of software license and hardware revenues

Cost of software license and system revenues consists primarily of costs incurred to purchase computer hardware, third-party software and other items for resale in connection with sales of new systems and software, and amortization of software product costs.

Total cost of software licenses and hardware sales are $1.3 million and $2.0 million for the three months ended September 30, 2005 and 2006, respectively. The $0.7 million increase is affected by $0.5 million increase in cost of sales related to hardware. During the quarter ended September 30, 2006, the Company purchased

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software licenses to be integrated into future products. The software license cost of $0.2 million has been included in our cost of license revenues as the Company has been unable to establish a reliable basis for future revenues, if any.

Total cost of software licenses and hardware increased from $4.1 million to $6.2 million for the nine months ended September 30, 2005 and 2006, respectively. The increase of $2.1 million is primarily the result of an increase in the cost of sales related to hardware and $0.2 million related to the software license purchase.

Operating expenses


	Three Months Ended September 30,												Nine Months Ended September 30,
	(In thousands, except percentage)												(In thousands, except percentage)
							Change												Change
	2006			Change			(%)			2005			2006			Change			(%)			2005

Selling, general and administrative	$	4,671		$	(149	)		(3.1	%)	$	4,820		$	15,904		$	(114	)		(0.7	%)	$	16,018

Percentage of total revenues		39.6	%								35.4	%		41.9	%								41.6	%


Research and development	$	2,175		$	(111	)		(4.9	%)	$	2,286		$	6,630		$	(225	)		(3.3	%)	$	6,855

Percentage of total revenues		18.4	%								16.8	%		17.5	%								17.8	%


Depreciation and amortization	$	297		$	(144	)		(32.7	%)	$	441		$	944		$	(457	)		(32.6	%)	$	1,401

Percentage of total revenues		2.5	%								3.2	%		2.5	%								3.6	%

Selling, general and administrative

Selling, general and administrative expenses include fixed and variable compensation and benefits of all personnel (other than research and development and maintenance/services personnel), facilities, travel, commissions, bad debt, legal, marketing, insurance and other administrative expenses.

Selling, general and administrative expenses decreased by $0.1 million from $4.8 million in the three months ended September 30, 2005 to $4.7 million in the three months ended September 30, 2006. We incurred $0.4 million in stock-based compensation which is included in our selling, general and administrative costs in the three months ended September 30, 2006 which is offset by lower personnel costs of $0.3 million.

Selling, general and administrative expenses decreased by $0.1 million from $16.0 million in the nine months ended September 30, 2005 to $15.9 million in the nine months ended September 30, 2006. We incurred approximately $0.5 million in charges related to our previously disclosed services revenue inquiry as well as $1.2 million in stock-based compensation included in our selling, general and administrative costs in the nine months ended September 30, 2006, offset by decreases in other selling, general and administrative costs, primarily personnel costs.

Research and development

Research and development expense of $2.2 million in the three months ended September 30, 2006 represents an approximately $0.1 million expense decrease from $2.3 million in the three months ended September 30, 2005. This decrease is primarily due to a decrease in internal development costs of $0.2 million which includes $54,000 of stock-based compensation included in research and development in 2006.

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Research and development expense of $6.6 million in the nine months ended September 30, 2006 represents an approximately $0.2 million expense decrease from $6.8 million in the nine months ended September 30, 2005. This decrease is primarily due to a decrease in internal development costs of $0.3 million which is partially offset by $0.1 million of stock-based compensation included in research and development in 2006.

Depreciation and amortization

The decrease in depreciation and amortization of approximately $0.1 million from $0.4 million in the three months ended September 30, 2005 to $0.3 in the three months ended September 30, 2006 is primarily due to assets that were fully depreciated during 2005.

The decrease in depreciation and amortization of approximately $0.5 million from $1.4 million in the nine months ended September 30, 2005 to $0.9 million in the nine months ended September 30, 2006 is primarily due to assets that were fully depreciated during 2005.

Settlement of earn-out

In the first quarter of 2005, we recorded approximately $1.1 million as a charge related to our earn-out bonus, which includes approximately $0.9 million for the acceleration of earn-out bonuses, pursuant to agreements with two former Amicas PACS executives whose employment was terminated by mutual agreement.

Non-operating income (expense)


	Three Months Ended September 30,										Nine Months Ended September 30,
	(In thousands, except percentage)										(In thousands, except percentage)
					Change										Change
	2006		Change		(%)			2005			2006		Change		(%)			2005

Interest income	$	978	$	227		30.2	%	$	751		$	2,765	$	1,085		64.6	%	$	1,680

Interest expense		—		2		(100	%)		(2	)		—		751		(100.0	%)		(751	)

Total interest income (expense), net	$	978	$	229		30.6	%	$	749		$	2,765	$	1,836		197.6	%	$	929

Interest Income

The increase of approximately $0.2 million in interest income during the three months ended September 30, 2006 as compared to the three months ended September 30, 2005 is primarily due to higher yields on our cash and marketable debt securities.

The increase of approximately $1.0 million in interest income during the nine months ended September 30, 2006 versus the nine months ended September 30, 2005 is primarily due to higher yields on our cash and marketable debt securities.

Interest Expense

The decrease in interest expense is due to the approximately $0.7 million write-off of deferred financing costs related to our Wells Fargo Foothill credit facility as a result of the pay-off of the credit facility in January 2005. In conjunction with the pay-off, the credit facility was terminated. We had no interest expense in 2006.

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Provision for (benefit from) income taxes

In the three and nine months ended September 30, 2006, we recorded an income tax benefit of $32,000 and income tax provision of $63,000, respectively attributed to continuing operations as compared to an income tax benefit of approximately $0.3 million and $1.8 million in the three months and nine months ended September 30, 2005, respectively. The income tax benefit for the third quarter of 2006 is to reduce the estimated tax provision to reflect the amount of current state income taxes we expect to incur for the year.

Gain from Sale of Discontinued Operations

In January 2005, we completed the sale of our Medical Division to Cerner. In connection with the sale we received cash proceeds of approximately $100 million, subject to a post closing purchase price reduction of $1.6 million. Cerner agreed to assume specified liabilities of the Medical Division and the anesthesiology business and certain obligations under assigned contracts and intellectual property.

For the nine months ended September 30, 2005, we recorded a net gain from the sale of approximately $46.1 million which is net of approximately: $16.2 million of net assets transferred to Cerner including, $1.2 million of post closing purchase price adjustments, $34.6 million of income taxes, $0.9 million relating to the modification of stock options granted to certain employees of the Medical Division and $1.0 million of additional fees and transaction costs related to the sale.

The $34.6 million income tax provision includes the realization of $28.2 million of deferred tax asset that we had previously recorded and current tax provision of $6.4 million.

We also finalized the 2005 federal and state tax returns which reflect a total tax liability of approximately $2.2 million. We had originally projected a total tax liability of $4.3 million. The decrease in tax of approximately $2.1 million is due to a reduction in the Company’s state income tax liability. The Company has estimated a valuation allowance of $1.2 million to reduce the deferred tax asset to an amount that is more likely than not to be realized.

Liquidity and Capital Resources

To date, we have financed our business through cash flows from operations, proceeds from the issuance of common stock and long-term borrowings. In addition, we sold our Medical Division for approximately $100.0 million in cash and repaid $23.2 million of our debt. Our cash and cash equivalent balance was $10.0 million as of September 30, 2006 and our marketable debt securities were $60.8 million for a total of $70.8 million, as compared to $82.2 million of cash and cash equivalents as of December 31, 2005. Cash provided by operating activities for the nine months ended September 30, 2006 amounted to $1.9 million.

Cash used in investing activities for the nine months ended September 30, 2006 was $61.4 million, which consists of $60.8 million used for purchases of held to maturity and available for sale investments and $0.6 million related to purchases of property and equipment.

Cash used in financing activities for the nine months ended September 30, 2006 was $12.7 million, which consisted primarily of $14.1 million for purchases of treasury stock offset by proceeds of $1.4 million from stock option exercises.

In May 2005, our Board of Directors authorized the repurchase up to $15.0 million of our common stock. As of September 30, 2006, we have repurchased 4,193,454 shares for approximately $14.0 million under a Rule 10b5-1 trading plan (See Part II, Item 2 “Issuer Repurchases of Equity Securities”).

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The following table summarizes, as of September 30, 2006, the general timing of future payments under our lease agreements that include noncancellable terms, and other long-term contractual obligations:


			October 1,
			2006 –
			December
	Total		31, 2006		2007		2008		2009		Thereafter
(dollars in thousands)
Operating Leases	$	1,934	$	314	$	1,262	$	358	$	—	$	—

Other Commitments		7,081		927		3,034		2,496		624		—

Other Liabilities		29		29		—		—		—		—


Total	$	9,044	$	1,270	$	4,296	$	2,854		624		—

In March 2005, we entered into a sublease agreement to extend the lease term of our office space at our Boston, Massachusetts corporate headquarters. The term of the sublease extended the original sublease term until July 31, 2006, with our option to further extend the lease term for an additional seventeen months through December 31, 2007. We did not exercise our seventeen month option but extended the sublease through September 30, 2006. This sublease expired and we have no further commitment for this sublease.

On March 4, 2005, we entered into a sublease agreement for additional office space on a different floor at the same location as our Boston, Massachusetts headquarters, effective as of February 15, 2005 with an option to add more space effective July 1, 2006. Subsequently, the lease was transferred by the sublandlord to the landlord. The term of the lease expires on January 11, 2008. We exercised our option to add more space and effective July 1, 2006, the base rent increased to a total of $55,377 per month and the amount of leased space increased. During the third quarter of 2006, we consolidated our corporate headquarters in this space.

In January 2005, we entered into a transition services agreement with Cerner (the “Transition Services Agreement”) in connection with the sale of the Medical Division. Pursuant to the Transition Services Agreement, in exchange for specified fees, we provide to Cerner services including accounting, tax, information technology, customer support and use of facilities, and Cerner provides services to us such as EDI services including patient billing and claims processing, and use of facilities. Certain services we provided terminated on April 30, 2006 and certain Cerner-provided services extend through March 31, 2009.

In January 2005, in connection with the Transition Services Agreement with Cerner, we assigned our agreement with a third-party provider of EDI services for patient claims processing to Cerner. The annual processing services fee range from $0.2 million to $0.3 million based on our and Cerner’s combined volume usage in the last month of the preceding year. We also assigned our patient statement agreement with NDC to Cerner. The agreement generally provides for us to send minimum quarterly volumes and to pay a minimum quarterly fee of $0.6 million to Cerner through March 2006. Thereafter, the minimum quarterly volume commitments will be reduced by 1.25% per quarter until April 2009. We are also committed to paying Cerner approximately $0.2 million per year through April 2007 for certain EDI services.

In January 2005, in connection with the sale of the Medical Division to Cerner, we assigned certain operating lease agreements relating to the Medical Division to Cerner. As a result, our future payments due under our outstanding lease agreements total $2.8 million with $1.2 million due in 2006, $1.2 million due in 2007 and $0.4 million due in 2008.

In connection with our employee savings plan, we are committed, for the 2006 plan year, to contribute to the plan. The matching contribution for 2006 is estimated to be approximately $0.5 million and will be made in cash.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We believe we are not subject to material foreign currency exchange rate fluctuations, as most of our sales and expenses are domestic and therefore are denominated in the U.S. dollar. We do not hold derivative securities and have not entered into contracts embedded with derivative instruments, such as foreign currency and interest rate swaps, options, forwards, futures, collars, and warrants, either to hedge existing risks or for speculative purposes.

As of September 30, 2006, we held approximately $10.0 million in cash and cash equivalents, consisting primarily of money market funds. Cash equivalents are carried at fair value, which approximates cost.

We are exposed to market risk, including changes in interest rates affecting the return on our investments. We have established procedures to manage our exposure to fluctuations in interest rates.

Exposure to market rate risk for changes in interest rates relates to our investment in marketable debt securities of $60.8 million at September 30, 2006. We have not used derivative financial instruments in our investment portfolio. We place our investments with high-quality issuers and have policies limiting, among other things, the amount of credit exposure to any one issuer. We seek to limit default risk by purchasing only investment-grade securities. We manage potential losses in fair value by investing in relatively short term investments thereby allowing us to hold our investments to maturity. Our investments have an average remaining maturity of approximately six months and are primarily fixed-rate debt instruments. Based on a hypothetical 10% adverse movement in interest rates, the potential losses in future earnings and cash flows are estimated to be $292,000.

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Item 4. Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2006. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (“Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2006, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s report on internal controls over financial reporting as of December 31, 2005, was included in our Annual Report on Form 10-K for the year-end December 31, 2005. In the report, management concluded that there was a material weakness in our internal control over financial reporting. The management report described the material weaknesses as a material weakness in our controls over deferred revenue. To remediate this deficiency in our internal control over financial reporting with respect to accounting for deferred revenue, in the first quarter of 2006, we hired a new controller, we continue to train and hire more qualified and experienced accounting personnel, we provide additional oversight and supervision, and we have initiated programs to provide ongoing training and professional education and development plans for the accounting department.

Other than the change described above, there has been no change in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

From time to time, in the normal course of business, various claims are made against us. There are no material proceedings to which we are a party, and we are unaware of any material contemplated actions against us.

Item 1A. Risk Factors

Risk Factors

Our operating results will vary from period to period. In addition, we have experienced losses in the past and may never achieve consistent profitability.

Our operating results will vary significantly from quarter to quarter and from year to year. We had a net income of $0.1 million for the nine month ended September 30, 2006. For the year ended December 31, 2005, we had net income of $44.2 million (which included a $46.3 million net gain from the sale of the Medical Division) and a net loss of $12.5 million for the year ended December 31, 2004. Although we had net income of $8.0 million and $24.2 million for the years ended December 31, 2003 and 2002, we had consistently experienced net losses prior to that. Our net loss was $27.8 million for the year ended December 31, 2001 and $78.1 million for the year ended December 31, 2000. On a continuing operations basis, we had losses of $2.0 million, $26.5 million and $10.7 million, respectively, for the years ended December 31, 2005, 2004 and 2003, and income of $4.0 million for the year ended December 31, 2002.

Our operating results have been and/or may be influenced significantly by factors such as:

	•		release of new products, product upgrades and services, and the rate of adoption of these products and services by new and existing customers;

	•		timing, cost and success or failure of our new product and service introductions and upgrade releases;

	•		length of sales and delivery cycles;

	•		size and timing of orders for our products and services;

	•		changes in the mix of products and/or services sold;

	•		availability of specified computer hardware for resale;

	•		deferral and/or realization of deferred software license and system revenues according to contract terms;

	•		interpretations of accounting regulations, principles or concepts that are or may be considered relevant to our business arrangements and practices;

	•		changes in customer purchasing patterns;

	•		changing economic, political and regulatory conditions, particularly with respect to the IT-spending environment including the federal Deficit Reduction Act of 2005 (“DRA”);

	•		competition, including alternative product and service offerings, and price pressure;

	•		customer attrition;

	•		timing of, and charges or costs associated with, mergers, acquisitions or other strategic events or transactions, completed or not completed;

	•		timing, cost and level of advertising and promotional programs;

	•		changes of accounting estimates and assumptions used to prepare the prior periods’ financial statements and accompanying notes, and management’s discussion and analysis of financial condition and results of operations (e.g., our valuation of assets and estimation of liabilities); and

	•		uncertainties concerning threatened, pending and new litigation against us, including related professional services fees.

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Quarterly and annual revenues and operating results are highly dependent on the volume and timing of the signing of license agreements and product deliveries during each quarter, which are very difficult to forecast. A significant portion of our quarterly sales of software product licenses and computer hardware is concluded in the last month of the fiscal quarter, generally with a concentration of our quarterly revenues earned in the final ten business days of that month. Also, our projections for revenues and operating results include significant sales of new product and service offerings, our image management system,Vision Series PACS, our radiology information system, Vision Series RIS, and our combination offering, AMICAS Office Solutions, which may not be realized. Due to these and other factors, our revenues and operating results are very difficult to forecast. A major portion of our costs and expenses, such as personnel and facilities, is of a fixed nature and, accordingly, a shortfall or decline in quarterly and/or annual revenues typically results in lower profitability or losses. As a result, comparison of our period-to-period financial performance is not necessarily meaningful and should not be relied upon as an indicator of future performance. Due to the many variables in forecasting our revenues and operating results, it is likely that our results for any particular reporting period will not meet our expectations or the expectations of public market analysts or investors. Failure to attain these expectations would likely cause the price of our common stock to decline.

Our future success is dependent in large part on the success of our current products.

In the first quarter of 2005, we sold our Medical Division, which represented 63% and 69% of our total revenues in 2004 and 2003, respectively. We have devoted substantial resources to the development and marketing of our current products. We believe that our future financial performance will be dependent in large part on the success of our ability to market our Vision Series suite of products, related products and service offerings.

We may fail to realize the long-term financial benefits that we anticipate will result from our acquisition of Amicas PACS.

Our expectations with regard to the long-term financial benefits that we anticipate will result from our acquisition of Amicas PACS are subject to significant risks and uncertainties including:

	•		our ability to retain Amicas PACS key personnel. In particular, the loss of these employees would compromise the value of the Amicas PACS client base and/or its software products and technologies;

	•		our ability to integrate the RIS and PACS products as may be, and/or to the extent, required by the marketplace, including our ability to deliver the related professional services; the integrity of the intellectual property of Amicas PACS; and

	•		continued compliance with all government laws, rules and regulations for all applicable products.

If our new products, including product upgrades, and services do not achieve sufficient market acceptance, our business, financial condition, cash flows, revenues, and operating results will suffer.

The success of our business will depend in large part on the market acceptance of:

	•		new products and services including AMICAS Insight Services, Vision Reach and RadStream; and

	•		enhancements to our existing products, support and services including Vision Series Financials.

There can be no assurance that our customers will accept any of these products, product upgrades, support or services. In addition, there can be no assurance that any pricing strategy that we implement for any of our new products, product upgrades, or services will be economically viable or acceptable to our target markets. Failure to achieve significant penetration in our target markets with respect to any of our new products, product upgrades, or services could have a material adverse effect on our business.

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Achieving market acceptance for our new products, product upgrades and services is likely to require substantial marketing and service efforts and the expenditure of significant funds to create awareness and demand by participants in the healthcare industry. In addition, deployment of new or newly integrated products or product upgrades may require the use of additional resources for training our existing sales force and customer service personnel and for hiring and training additional sales and customer service personnel. There can be no assurance that the revenue opportunities for our new products, product upgrades and services will justify the amounts that we spend for their development, marketing and rollout.

If we are unable to sell our new and next-generation software products to healthcare providers that are in the market for healthcare information and/or image management systems, such inability will likely have a material adverse effect on our business, revenues, operating results, cash flows and financial condition. If new software sales and services do not materialize, our maintenance and electronic data interchange, or EDI, services revenues can be expected to decrease over time due to the combined effects of attrition of existing customers and a shortfall in new client additions.

Our business could suffer if our products and services contain errors, experience failures, result in loss of our customers’ data or do not meet customer expectations.

The products and services that we offer are inherently complex. Despite testing and quality control, we cannot be certain that errors will not be found in prior, current or future versions, or enhancements of our products and services. We also cannot assure you that our products and services will not experience partial or complete failure, especially with respect to our new product or service offerings. It is also possible that as a result of any of these errors and/or failures, our customers may suffer loss of data. The loss of business, medical, diagnostic, or patient data or the loss of the ability to process data for any length of time may be a significant problem for some of our customers who have time-sensitive or mission-critical practices. We could face breach of warranty or other claims or additional development costs if our software contains errors, if our customers suffer loss of data or are unable to process their data, if our products and/or services experience failures, do not perform in accordance with their documentation, or do not meet the expectations that our customers have for them. Even if these claims do not result in liability to us, investigating and defending against them could be expensive and time-consuming and could divert management’s attention away from our operations. In addition, negative publicity caused by these events may delay or reduce market acceptance of our products and services, including unrelated products and services. Such errors, failures or claims could materially adversely affect our business, revenues, operating results, cash flows and financial condition.

Our competitive position could be significantly harmed if we fail to protect our intellectual property rights from third-party challenges.

Our ability to compete depends in part on our ability to protect our intellectual property rights. We rely on a combination of copyright, patent, trademark, and trade secret laws and restrictions on disclosure to protect the intellectual property rights related to our software applications. Most of our software technology is not patented and existing copyright laws offer only limited practical protection. Our practice is to require all new employees to sign a confidentiality agreement and most of our employees have done so. However, not all existing employees have signed confidentiality agreements. We cannot assure you that the legal protections that we rely on will be adequate to prevent misappropriation of our technology.

Further, we may need to bring lawsuits or pursue other legal or administrative proceedings to enforce our intellectual property rights. Generally, lawsuits and proceedings of this type, even if successful, are costly, time consuming and could divert our personnel and other resources away from our business, which could harm our business.

Moreover, these protections do not prevent independent third-party development of competitive technology or services. Unauthorized parties may attempt to copy or otherwise obtain and use our technology.

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Monitoring use of our technology is difficult, and we cannot assure you that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

Intellectual property infringement claims against us could be costly to defend and could divert our management’s attention away from our business.

As the number of software products and services in our target markets increases and as the functionality of these products and services overlaps, we are increasingly subject to the threat of intellectual property infringement claims. Any infringement claims alleged against us, regardless of their merit, can be time-consuming and expensive to defend. Infringement claims may also divert our management’s attention and resources and could also cause delays in the delivery of our applications to our customers. Settlement of any infringement claims could require us to enter into royalty or licensing agreements on terms that are costly or cost-prohibitive. If a claim of infringement against us was successful and if we were unable to license the infringing or similar technology or redesign our products and services to avoid infringement, our business, financial condition, cash flows, and results of operations could be harmed.

We may undertake additional acquisitions, which may involve significant uncertainties and may increase costs and divert management resources from our core business activities, or we may fail to realize anticipated benefits of such acquisitions.

We may undertake additional acquisitions if we identify companies with desirable applications, products, services, businesses or technologies businesses or technologies. We may not achieve any of the anticipated synergies and other benefits that we expected to realize from these acquisitions. In addition, software companies depend heavily on their employees to maintain the quality of their software offerings and related customer services. If we are unable to retain acquired companies’ personnel or integrate them into our operations, the value of the acquired applications, products, services, distribution capabilities, business, technology, and/or customer base could be compromised. The amount and timing of the expected benefits of any acquisition are also subject to other significant risks and uncertainties. These risks and uncertainties include;

	•		our ability to cross-sell products and services to customers with which we have established relationships and those with which the acquired business had established relationships;

	•		diversion of our management’s attention from our existing business;

	•		potential conflicts in customer and supplier relationships;

	•		our ability to coordinate organizations that are geographically diverse and may have different business cultures;

	•		dilution to existing stockholders if we issue equity securities in connection with acquisitions;

	•		assumption of liabilities or other obligations in connection with the acquisition; and

	•		compliance with regulatory requirements.

Further, our profitability may also suffer because of acquisition-related costs and/or amortization or impairment of intangible assets.

Technology solutions may change faster than we are able to update our technologies, which could cause a loss of customers and have a negative impact on our revenues.

The information management technology market in which we compete is characterized by rapidly changing technology, evolving industry standards, emerging competition and the frequent introduction of new services, software and other products. Our success depends partly on our ability to:

•

develop new or enhance existing products and services to meet the changing needs of our customers and the marketplace in a timely and cost-effective way; and

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•

respond effectively to technological changes, new product offerings, product enhancements and new services of our competitors.

We cannot be sure that we will be able to accomplish these goals. Our development of new and enhanced products and services may take longer than originally expected, require more testing than originally anticipated and require the acquisition of additional personnel and other resources. In addition, there can be no assurance that the products and/or services we develop or license will be able to compete with the alternatives available to our customers. Our competitors may develop products or technologies that are better or more attractive than our products or technologies, or that may render our products or technologies obsolete. If we do not succeed in adapting our products, technology and services or developing new products, technologies and services, our business could be harmed.

Our inability to renew agreements with our third party product and service providers could lead to a loss of customers and have a negative impact on our revenues.

Some of our customers demand the ability to acquire a variety of products and services from one provider. Some of these products are not owned or developed by us. Through agreements with third parties we sometimes resell the desired hardware, software and services to these customers. However, in the event these agreements are not renewed or are renewed on less favorable terms, we could lose sales to competitors who market the desired products to these customers or recognize less revenue. If we do not succeed in maintaining our relationships with our third party providers, our business could be harmed.

The nature of our products and services exposes us to product liability claims that may not be adequately covered by insurance or contractual indemnification.

As a product and service provider in the healthcare industry, we operate under the continual threat of product liability claims being brought against us. Errors or malfunctions with respect to our products or services could result in product liability claims. In addition, certain agreements require us to indemnify and hold others harmless against certain matters. Although we believe that we carry adequate insurance coverage against product liability claims, we cannot assure you that claims in excess of our insurance coverage will not arise. In addition, our insurance policies must be renewed annually. Although we have been able to obtain what we believe to be adequate insurance coverage at an acceptable cost in the past, we cannot assure you that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

In many instances, agreements which we enter into contain provisions requiring the other party to the agreement to indemnify us against certain liabilities. However, any indemnification of this type is limited, as a practical matter, to the creditworthiness of the indemnifying party. If the contractual indemnification rights available under such agreements are not adequate, or inapplicable to the product liability claims that may be brought against us, then, to the extent not covered by our insurance, our business, operating results, cash flows and financial condition could be materially adversely affected.

We may be subject to claims resulting from the activities of our strategic partners.

We rely on third parties to provide certain services and products critical to our business. For example, we use national clearinghouses in the processing of insurance claims and we outsource some of our hardware maintenance services and the printing and delivery of patient billings for our customers. We also sell third party products, several of which manipulate clinical data and information. We also have relationships with certain third parties where these third parties serve as sales channels through which we generate a portion of our revenues. Due to these third-party relationships, we could be subject to claims as a result of the activities, products, or services of these third-party service providers even though we were not directly involved in the circumstances leading to those claims. Even if these claims do not result in liability to us, defending against and investigating these claims

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could be expensive and time-consuming, divert personnel and other resources from our business and result in adverse publicity that could harm our business.

We are subject to government regulation and legal uncertainties, compliance with which could have a material adverse effect on our business.

HIPAA

Federal regulations impact the manner in which we conduct our business. We have been, and may continue to be, required to expend additional resources to comply with regulations under the Health Insurance Portability and Accountability Act (“HIPAA”). The total extent and amount of resources to be expended is not yet known. Because some of these regulations are relatively new, there is uncertainty as to how they will be interpreted and enforced.

Although we have made, and will continue to make, a good faith effort to ensure that we comply with, and that our go-forward products enable compliance with, applicable HIPAA requirements, we may not be able to conform all of our operations and products to such requirements in a timely manner, or at all. The failure to do so could subject us to penalties and damages, as well as civil liability and criminal sanctions to the extent we are a business associate of a covered entity or regulated directly as a covered entity.

Other E-Commerce Regulations

We may be subject to additional federal and state statutes and regulations in connection with offering services and products via the Internet. On an increasingly frequent basis, federal and state legislators are proposing laws and regulations that apply to Internet commerce and communications. Areas being affected by these regulations include user privacy, pricing, content, taxation, copyright protection, distribution, and quality of products and services. To the extent that our products and services are subject to these laws and regulations, the sale of our products and services could be harmed.

FDA

The Food and Drug Administration, or FDA, is responsible for ensuring the safety and effectiveness of medical devices under the 1976 Medical Device Amendments to the Food, Drug and Cosmetic Act, as well as the 1990 Safe Medical Devices Act, and the Food and Drug Administration Modernization Act of 1997. Certain computer applications and software are generally subject to regulation as medical devices, requiring registration with the FDA, application of detailed record-keeping and manufacturing standards, and FDA approval or clearance prior to marketing when such products are intended to be used in the diagnosis, cure, mitigation, treatment, or prevention of disease. Our PACS product is subject to FDA regulation. If the FDA were to decide that any of our other products and services should be subject to FDA regulation or, if in the future we were to expand our application and service offerings into areas that may subject us to further FDA regulation, the costs of complying with FDA requirements would most likely be substantial. Application of the approval or clearance requirements would create delays in marketing, and the FDA could require supplemental filings or object to certain of these products. In addition, we are subject to periodic FDA inspections and there can be no assurances that we will not be required to undertake specific actions to further comply with the Federal Food, Drug and Cosmetic Act, its amendments and any other applicable regulatory requirements. FDA regulations depend heavily on administrative interpretation, and future interpretations made by the FDA or other regulatory bodies may adversely affect us. We continually audit our compliance with FDA requirements, however, our existing products could become non-compliant in the future. The FDA has available several enforcement tools, including product recalls, seizures, injunctions, civil fines and/or criminal prosecutions. FDA compliance efforts with regard to our PACS product are time consuming and very significant and any failure to comply could have a material adverse effect on our business, revenues, operating results, cash flows and financial condition.

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State and federal laws relating to confidentiality of patient medical records could limit our customers’ ability to use our services and expose us to liability.

The confidentiality of patient records and the circumstances under which records may be released are already subject to substantial governmental regulation. Although compliance with these laws and regulations is principally the responsibility of the healthcare provider, under these current laws and regulations patient confidentiality rights are evolving rapidly. A breach of any privacy rights of a customer and/or patient of a customer by one of our employees could subject us to significant liability. In addition to the obligations being imposed at the state level, there is also legislation governing the dissemination of medical information at the federal level. The federal regulations may require holders of this information to implement security measures, which could entail substantial expenditures on our part. Adoption of these types of legislation or other changes to state or federal laws could materially affect or restrict the ability of healthcare providers to submit information from patient records using our products and services. These kinds of restrictions would likely decrease the value of our applications to our customers, which could materially harm our business.

Changes in the regulatory and economic environment in the healthcare industry could cause us to lose revenue and incur substantial costs to comply with new regulations.

The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences. These factors affect the purchasing practices and operations of healthcare organizations. Changes in current healthcare financing and reimbursement systems could require us to make unplanned enhancements of applications or services, or result in delays or cancellations of orders or in the revocation of endorsement of our services by our strategic partners and others. Changes in the federal reimbursement regulations have been made, and federal and state legislatures have periodically considered programs to further reform or amend the U.S. healthcare system. These programs may contain proposals to increase governmental involvement in healthcare, lower reimbursement rates or otherwise change the environment in which healthcare industry participants operate. Healthcare industry participants may respond by reducing their investments or postponing investment decisions, including investments in our applications and services.

As the cost of healthcare continues to rise, the government and other payers may make adjustments to their reimbursement for certain healthcare services rates or may impose additional requirements of healthcare service provider organizations and businesses such that monies available for investment in image and information management products and services may decrease. Any significant reduction in reimbursement puts at risk our customers and prospects ability and inclination to pay for our products and services. Regulations that require our customers and prospects to invest and spend their monies in other areas puts at risk their ability and inclination to pay for our products and services as well. For example, the Deficit Reduction Act of 2005, signed into law on February 8, 2006, reduced the reimbursement to our customers which has adversely affected our customers’ and potential customers’ ability and inclination to acquire our products and services.

Both large competitors and smaller regional competitors could cause us to lower our prices or to lose customers.

Our principal competitors include both national and regional practice management and clinical systems vendors. Until recently, larger, national vendors have targeted primarily large healthcare providers. We believe that the larger, national vendors may broaden their markets to include both small and large healthcare providers. In addition, we compete with national and regional providers of computerized billing, insurance processing and record management services to healthcare practices. As the market for our products and services expands, additional competitors are likely to enter this market. We believe that the primary competitive factors in our markets are:

	•		product features and functionality;

	•		customer service, support and satisfaction;

	•		price;

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	•		ongoing product enhancements; and

	•		vendor reputation and stability.

We have experienced, and we expect to continue to experience, increased competition from current and potential competitors, many of which have significantly greater financial, technical, marketing and other resources than us. Such competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than us. Also, certain current and potential competitors have greater name recognition or more extensive customer bases that could be leveraged, thereby gaining market share to our detriment. We expect additional competition as other established and emerging companies enter into the practice management and clinical software markets and as new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins and loss of market share, any of which would materially adversely affect our business, operating results, cash flows and financial condition.

Current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing their abilities to address the needs of our existing and prospective customers. Further competitive pressures, such as those resulting from competitors’ discounting of their products, may require us to reduce the price of our software and complementary products, which would materially adversely affect our business, operating results, cash flows and financial condition. There can be no assurance that we will be able to compete successfully against current and future competitors, and our failure to do so would have a material adverse effect upon our business, operating results, cash flows and financial condition.

We depend on partners/suppliers for delivery of electronic data interchange (e.g., insurance claims processing and invoice printing services), commonly referred to as EDI, hardware maintenance services, third-party software or software or hardware components of our offerings, and sales lead generation. Any failure, inability or unwillingness of these suppliers to perform these services or provide their products could negatively impact customer satisfaction and revenues.

We use various third-party suppliers to provide our customers with EDI transactions and on-site hardware maintenance. EDI revenues would be particularly vulnerable to a supplier failure because EDI revenues are earned on a daily basis. We rely on numerous third-party products that are made part of our software offerings and/or that we resell. Although other vendors are available in the marketplace to provide these products and services, it would take time to switch suppliers. If these suppliers were unable or unwilling to perform such services, provide their products or if the quality of these services or products declined, it could have a negative impact on customer satisfaction and result in a decrease in our revenues, cash flows and operating results.

Our systems may be vulnerable to security breaches and viruses.

The success of our strategy to offer our EDI services and Internet solutions depends on the confidence of our customers in our ability to securely transmit confidential information. Our EDI services and Internet solutions rely on encryption, authentication and other security technology licensed from third parties to achieve secure transmission of confidential information. We may not be able to stop unauthorized attempts to gain access to or disrupt the transmission of communications by our customers. Some of our customers have had their use of our software significantly impacted by computer viruses. Anyone who is able to circumvent our security measures could misappropriate confidential user information or interrupt our operations and those of our customers. In addition, our EDI and internet solutions may be vulnerable to viruses, physical or electronic break-ins, and similar disruptions. Any failure to provide secure electronic communication services could result in a lack of trust by our customers, causing them to seek out other vendors, and/or damage our reputation in the market, making it difficult to obtain new customers.

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If the marketplace demands subscription pricing and/or application service provider, or ASP, delivered offerings, our revenues may be adversely impacted.

We currently derive substantially all of our revenues from traditional software license, maintenance and service fees, as well as from the resale of computer hardware. Today, customers pay an initial license fee for the use of our products, in addition to a periodic maintenance fee. If the marketplace demands subscription pricing and/or ASP-delivered offerings, we may be forced to adjust our strategy accordingly, by offering a higher percentage of our products and services through these means. Shifting to subscription pricing and/or ASP-delivered offerings could materially adversely impact our financial condition, cash flows and quarterly and annual revenues and results of operations, as our revenues would initially decrease substantially. We cannot assure you that the marketplace will not embrace subscription pricing and/or ASP-delivered offerings.

Our growth could be limited if we are unable to attract and retain qualified personnel.

We believe that our success depends largely on our ability to attract and retain highly skilled technical, managerial and sales personnel to develop, sell and implement our products and services. Individuals with the information technology, managerial and selling skills we need to further develop, sell and implement our products and services are in short supply and competition for qualified personnel is particularly intense. We may not be able to hire the necessary personnel to implement our business strategy, or we may need to pay higher compensation for employees than we currently expect. We cannot assure you that we will succeed in attracting and retaining the personnel we need to continue to grow and to implement our business strategy. In addition, we depend on the performance of our executive officers and other key employees. The loss of any member of our senior management team could negatively impact our ability to execute our business strategy.

We may be subject to product related liability lawsuits.

Our software and third party software and hardware provided by us are used by healthcare providers in providing care to patients. Although no product liability lawsuits have been brought against us to date related to the use of these products and services, such lawsuits may be made against us in the future. We strive to maintain product liability insurance coverage in an amount that we believe is adequate; such coverage may not be adequate or such coverage may not continue to remain available on acceptable terms, if at all. A successful lawsuit brought against us, which is uninsured or underinsured, could materially harm our business and financial condition.

We may be exposed to credit risks of our customers.

We recorded revenues of $11.8 million and $38.0 million in the three and nine months ended September 30, 2006, respectively and $13.6 million and $38.5 million in the three and nine months ended September 30, 2005, respectively and we bill substantial amounts to many of our customers. A deterioration of the credit worthiness of a customer could impact our ability to collect revenue or provide future services, which could negatively impact the results of our operations. If any of our significant customers were unable to pay us in a timely fashion, or if we were to experience significant credit losses in excess of our reserves, our results of operations, cash flows and financial condition would be seriously harmed.

Our future success depends on our ability to successfully develop new products and adapt to new technology change.

To remain competitive, we will need to develop new products, evolve existing ones, and adapt to technology change. Technical developments, customer requirements, programming languages and industry standards change frequently in our markets. As a result, success in current markets and new markets will depend upon our ability to enhance current products, develop and introduce new products that meet customer needs, keep pace with technology changes, respond to competitive products, and achieve market acceptance. Product development requires substantial investments for research, refinement and testing. There can be no assurance that we will have sufficient resources to make necessary product development investments. We may experience difficulties that will delay or prevent the successful development, introduction or implementation of new or enhanced products. Inability to introduce or implement new or enhanced products in a timely manner would adversely affect future financial performance. Our products are complex and may contain errors. Errors in products will require us to ship corrected products to customers. Errors in products could cause the loss of or delay in market acceptance or sales and revenue, the diversion of development resources, injury to our reputation, and increased service and warranty costs which would have an adverse effect on financial performance.

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ITEM 2. Issuer Repurchases of Equity Securities


	(a)		(b)		(c)		(d)
					Total Number of
					Shares
	Total				Purchased as		Approximate Dollar
	Number of				Part of Publicly		Value of Shares that
	Shares				Announced		May Yet Be
	Purchased		Average Price		Plans or		Purchased Under the
Period	(1)		Paid per Share		Programs (2)		Plans or Programs

As of June 30, 2006		—	$	—		3,605,059	$	3,004,560

July 1, 2006 through July 31, 2006		—		—		3,605,059		3,004,560

August 1, 2006 through August 31, 2006		179,045		3.253		3,784,104		2,422,143

September 1, 2006 through September 30, 2006		409,350		3.463		4,193,454		1,004,570


Total:		588,395	$	3.337		4,193,454	$	1,004,570


(1)		We have repurchased an aggregate of 4,193,454 shares of our common stock pursuant to our previously announced stock repurchase program (the “Program”).

(2)		Our board of directors approved our repurchase of shares of our common stock having a value of up to $15 million in the aggregate pursuant to the Program. The expiration date of this Program is December 31, 2007.

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Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.


	AMICAS, Inc.
	By:	/s/ Joseph D. Hill
		Joseph D. Hill
		Senior Vice President and Chief Financial Officer



	By:	/s/ Stephen N. Kahane M.D., M.S.
		Stephen N. Kahane M.D., M.S.
		Chief Executive Officer



Date November 9, 2006	/s/ Stephen N. Kahane M.D., M.S.
	Stephen N. Kahane, M.D., M.S.
	Chief Executive Officer (principal executive officer)



Date November 9, 2006	/s/ Joseph D. Hill
	Joseph D. Hill
	Senior Vice President and Chief Financial Officer (principal financial officer)

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	Page
Part I. Financial Information

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets — September 30, 2006 and December 31, 2005		2

Condensed Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2006 and 2005		3

Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2006 and 2005		4

Notes to Condensed Consolidated Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3. Quantitative and Qualitative Disclosures about Market Risk		27

Item 4. Controls and Procedures		28

Part II. Other Information

Item 1. Legal Proceedings		29

Item 1A. Risk Factors		29

Item 2. Issuer Repurchases of Equity Securities		38

Item 6. Exhibits		39

Signatures		40
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO & CFO

	1.		I have reviewed this quarterly report on Form 10-Q of AMICAS, Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date November 9, 2006	/s/ Stephen N. Kahane, M.D., M.S.
	Stephen N. Kahane, M.D., M.S.
	Chief Executive Officer