0001131096-13-000079.txt : 20130920 0001131096-13-000079.hdr.sgml : 20130920 20130920092638 ACCESSION NUMBER: 0001131096-13-000079 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130510 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATHENAHEALTH INC CENTRAL INDEX KEY: 0001131096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043387530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33689 FILM NUMBER: 131106826 BUSINESS ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-402-1000 MAIL ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 8-K/A 1 form8-kaxarsenalproformav2.htm 8-K/A Form 8-K/A - Arsenal Pro Forma V2 Comment Letter


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
Amendment No.2

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2013

athenahealth, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-33689
 
04-3387530
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

 
311 Arsenal Street, Watertown, MA
 
02472
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 617-402-1000
________________________________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Explanatory Note
On July 26, 2013, athenahealth, Inc. (the “Company”) filed a Current Report on Form 8-K/A (“Amendment No. 1”), amending its Current Report on Form 8-K originally filed on May 16, 2013 (the “Original Report”), to include the historical financial statements of the real estate commonly known as the Arsenal on the Charles, located in Watertown, Massachusetts (the “Property”) required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b). The Company is filing this Amendment No. 2 to the Original Report to include the unaudited pro forma statement of estimated taxable operating results and cash to be made available by operations for the year ended December 31, 2012. No other changes have been made to the Original Report or Amendment No.1. The information herein should be read in conjunction with the Original Report and Amendment No. 1 that were previously filed and are subject to the same assumptions and qualifications.
Item 9.01
Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma statement of estimated taxable operating results and cash to be made available by operations for the year ended December 31, 2012, is included as Exhibit 99.4 to this Current Report on Form 8-K/A and is incorporated by reference herein.
(d) Exhibits.
Exhibit No.
 
Description
99.4
 
The Unaudited Pro Forma Statement of Estimated Taxable Operating Results and Cash to be Made Available by Operations for the year ended December 31, 2012.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
athenahealth, Inc.
 
 
(Registrant)

September 20, 2013
 
/s/ Timothy M. Adams
 
 
Timothy M. Adams
 
 
SVP and CFO





EXHIBIT INDEX
Exhibit No.
 
Description
99.4
 
The Unaudited Pro Forma Statement of Estimated Taxable Operating Results and Cash to be Made Available by Operations for the year ended December 31, 2012.





 EX-99.4 2 exhibit994-unauditedprofor.htm EXHIBIT Exhibit 99.4 - Unaudited Pro Forma Statement of Estimated Taxable Operating Results Comment Letter


Exhibit 99.4

athenahealth, Inc.
UNAUDITED PRO FORMA STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS AND CASH TO BE MADE AVAILABLE BY OPERATIONS
(Amounts in thousands)

The following is additional information provided in respect of Rule 3-14 of Regulation S-X and represents an estimate of the taxable operating results and cash to be made available by operations of athenahealth, Inc. based upon the pro forma condensed combined statement of operations for the year ended December 31, 2012. These estimated results do not purport to represent results of operations in the future and were prepared based on the assumptions outlined in the pro forma condensed combined statement of operations, which should be read in conjunction with this statement.

2012 Reconciliation between GAAP Net Income and Taxable Income (Loss)
 
 

Pro Forma
Net income
918

Net book depreciation and amortization in excess of tax depreciation
(1,906
)
Book income not recognized for tax
18,634

Book expense not deducted for tax
(16,190
)
Tax income not recognized for book
6,222



Estimated taxable income
7,678

Adjustments:

Depreciation and amortization
52,012

Stock-based compensation
37,341

Net tax stock-based compensation in excess of book
13,513

Net tax depreciation and amortization in excess of book
1,906



Estimated cash to be made available from operations
112,450