What changed in this filing

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Item 1A. Risk Factors

2023-03-02 compared with 2022-03-14 · 289 added, 314 removed, 876 unchanged (41% of the section changed)

Related to Our Acquisition Strategy

we do not manage our growth effectively, our revenue, business and operating results may be harmed.

strategy is to expand through organic growth, and through synergistic, accretive acquisitions of companies in the business of healthcare

IT (“HCIT”) and complementary services.

Since 2006, we have completed 27 transactions acquiring

the assets or businesses of RCM, HCIT, and related companies.

The majority of these transactions have occurred since we went public in

Our future acquisitions may require greater than anticipated investment of operational and financial resources as we seek

to migrate customers of these companies to our solutions.

Acquisitions also require the integration of different software and services,

assimilation of new employees, diversion of management and IT resources, and increases in administrative costs.

Acquisitions may also

require additional costs associated with any debt or equity financings undertaken to pay for such acquisitions.

We cannot assure you

that any acquisition we undertake will be successful.

Future growth will also place additional demands on our customer support, sales,

and marketing resources, and may require us to hire and train additional employees.

We will need to expand and upgrade our systems and

infrastructure to accommodate our growth.

The failure to manage our growth effectively will materially and adversely affect our business.

may be unable to retain customers following their acquisition, which may result in a decrease in our revenues and operating results.

of the businesses we acquire often have the right to terminate their service contracts for any reason at any time upon notice of 90 days

These customers may elect to terminate their contracts as a result of our acquisition or choose not to renew their contracts

upon expiration.

L egal and practical limitations on our ability to enforce non-competition and non-solicitation

provisions against customer representatives and sales personnel that leave the businesses we acquire to join competitors may result in

the loss of customers.

In the past, our failure to retain acquired customers has at times resulted in decreases in our revenues.

Our inability to retain customers of businesses we acquire could adversely affect our ability to benefit from those acquisitions and

to grow our future revenues and operating income.

may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

we attempt to limit our exposure to the liabilities associated with the businesses we acquire, we cannot guarantee that we will be successful

in avoiding all material liability.

Regardless of how we structure the acquisition, whether as an asset purchase, stock purchase, merger

or other business combination, creditors, customers, vendors, governmental agencies and other parties at times seek to hold us accountable

for unpaid debts, breach of contract claims, regulatory violations and other liabilities that relate to the business we acquired.

shareholders of the businesses we acquire have also attempted to interfere with our business acquisitions or brought claims against us.

We attempt to minimize all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations

from sellers, procuring insurance coverage and leveraging experienced professionals when appropriate.

may be unable to implement our strategy of acquiring additional companies.

have no unconditional commitments with respect to any acquisition as of the date of this Form 10-K.

Although we expect that one or more

acquisition opportunities will become available in the future, we may not be able to acquire additional companies at all or on terms

favorable to us.

We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow

funds or raise capital through the issuance of our equity on favorable terms.

Certain of our larger, better capitalized competitors may

seek to acquire some of the companies we may be interested in.

Competition for acquisitions would likely increase acquisition prices

and result in us having fewer acquisition opportunities.

on the type of businesses we acquire (e.g., RCM, practice management, EHR, etc.), we may have varying cost saving and/or cross-selling

opportunities with the acquired business.

However, there is no assurance that we will achieve anticipated cost savings and cross-selling

on our acquisitions, and failure to do so may mean we overpaid for such acquisitions.

completing any future acquisitions, we will rely upon the representations, warranties and indemnities made by the sellers with respect

to each acquisition as well as our own due diligence investigation.

We cannot be assured that such representations and warranties will

be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition

of the acquired companies or their customers.

Nor can we be assured that any available insurance will cover all such losses.

To the extent

that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected

benefit from such acquisition and we will have overpaid in cash and/or stock for the value received in that acquisition.

acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization

acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities,

the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an

adverse effect on our business, financial condition and results of operations.

Related to Our Business

business, financial condition, results of operations and growth could be harmed by the effects of the COVID-19 pandemic.

are subject to risks related to the public health crises such as the global pandemic associated with the coronavirus (COVID-19).

2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China.

Since then, SARS-CoV-2, and the resulting

disease COVID-19, has spread to most countries, and all 50 states within the United States.

In March 2020, the World Health Organization

declared the COVID-19 outbreak a pandemic.

Further, the President of the United States declared the COVID-19 pandemic a national emergency,

invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response, and under the Defense Production

Act, the legislation that facilitates the production of goods and services necessary for national

security and for other purposes .

Numerous governmental jurisdictions, including the State of New Jersey where we maintain our

principal executive offices, and those in which many of our U.S.

and international offices are based, have imposed, and others in the

future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions

for their residents to control the spread of COVID-19.

Such orders or restrictions, and the perception that such orders or restrictions

could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and

cancellation of events, among other effects, thereby negatively impacting our customers, employees, and offices, among others.

experience further limitations on employee resources in the future, because of sickness of employees or their families.

organizations around the world, including our health care provider customers, have faced and will continue to face, substantial challenges

in treating patients with COVID-19, such as the diversion of staff and resources from ordinary functions to the treatment of COVID-19,

supply, resource and capital shortages and overburdening of staff and resource capacity.

In the United States, governmental authorities

have at times also recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including

certain primary care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential

infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19.

Some or all of these

measures and challenges may continue for the duration of the pandemic, which is uncertain, and will disproportionately harm the results

of operations, liquidity and financial condition of these health care organizations and our health care provider customers.

our health-care provider customers may seek contractual accommodations from us in the future.

To the extent such health-care provider

customers experience challenges and difficulties, it will adversely affect our business operation and results of operations.

for example, that approximately 60% of our revenue is directly tied to the cash collected by our health-care

provider customers, which means that our short-term revenue has and may in the future decline as less patients visit their doctors

during periods of social distancing.

Further, a recession or prolonged economic contraction as a result of the COVID-19 pandemic could

also harm the business and results of operations of our enterprise customers, resulting in potential business closures, layoffs of employees

and a significant increase in unemployment in the United States and elsewhere which may continue even after the pandemic.

The occurrence

of any such events may lead to reduced income for customers and reduced size of workforces, which could reduce our revenue and harm our

business, financial condition and results of operations.

widespread COVID-19 pandemic has resulted in, and may continue to result in, significant volatility and uncertainty in U.S.

and international

financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

In addition, a

recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common

stock and Preferred Stock.

given the dislocation and government-imposed travel related limitations as a consequence of the COVID-19 pandemic, our ability to complete

acquisitions in the near-term may be delayed.

Future acquisitions may be subject to difficulties in evaluating potential acquisition

targets as a result of the inability to accurately predict the duration or long-term economic and business consequences resulting from

the COVID-19 pandemic.

global outbreak of COVID-19 continues to rapidly evolve.

We have taken steps intended to mitigate the effects of the pandemic and to

protect our global workforce including, but not limited to:

moving a significant portion of our workforce to remote operations when and

as needed, enacting social distancing and hygiene guidelines set forth by the Centers for Disease Control and Prevention and World Health

Organization at our offices, providing a vaccination program at our global offices, and discontinuing company travel and events, among

Although we believe we have taken the appropriate actions, we cannot guarantee that these measures will mitigate all or any negative

effects of the pandemic.

The prolonged impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to

We cannot at this time precisely predict what effects the ongoing pandemic will have on our business, results of operations and

financial condition, including the uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease,

the duration of the pandemic, and the governmental responses to the pandemic.

However, we will continue to monitor the COVID-19 situation

closely and are committed to continuing to make appropriate changes as and when needed.

operate in a highly competitive industry, and our competitors may be able to compete more efficiently or evolve more rapidly than we

do, which could have a material adverse effect on our business, revenue, growth rates and market share.

market for practice management, healthcare IT solutions and related services is highly competitive, and we expect competition to increase

in the future.

We face competition from other providers of both integrated and stand-alone practice management, EHR and RCM solutions,

including competitors who utilize a web-based platform and providers of locally installed software systems.

Our competitors include larger

healthcare IT companies, such as athenahealth, Inc., eClinicalWorks, Allscripts Healthcare Solutions, Inc.

and Greenway Medical Technologies,

Inc., all of which may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards,

regulations or customer needs and requirements.

Many of our competitors have longer operating histories, greater brand recognition and

greater financial marketing and other resources than us.

We also compete with various regional RCM companies, some of which may continue

to consolidate and expand into broader markets.

We expect that competition will continue to increase as a result of incentives provided

by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, and consolidation in both the information

technology and healthcare industries.

Competitors may introduce products or services that render our products or services obsolete or

less marketable.

Even if our products and services are more effective than the offerings of our competitors, current or potential customers

might prefer competitive products or services to our products and services.

In addition, our competitive edge could be diminished or

completely lost if our competition develops similar offshore operations in Pakistan or other countries, such as India and the Philippines,

where labor costs are lower than those in the U.S.

market for revenue cycle management and healthcare IT solutions is highly competitive, and we expect competition to increase in the future.

We face competition from other providers of both integrated and stand-alone practice management, EHR and RCM solutions, including competitors

who utilize a web-based platform and providers of locally installed software systems.

Our competitors include larger healthcare IT companies,

such as athenahealth, Inc., eClinicalWorks, Greenway Medical Technologies, Inc., NextGen, RI RCM and Veradigm, all of which may be able

to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, regulations or customer

needs and requirements.

Many of our competitors have longer operating histories, greater brand recognition and greater financial marketing

and other resources than us.

We also compete with various regional RCM companies, some of which may continue to consolidate and expand

into broader markets.

We expect that competition will continue to increase as a result of incentives provided by the Health Information

Technology for Economic and Clinical Health (“HITECH”) Act, and consolidation in both the information technology and healthcare

Competitors may introduce products or services that render our products or services obsolete or less marketable.

our products and services are more effective than the offerings of our competitors, current or potential customers might prefer competitive

products or services to our products and services.

In addition, our competitive edge could be diminished or completely lost if our competition

develops similar offshore operations in Pakistan or other countries, such as India and the Philippines, where labor costs are lower than

those in the U.S.

(although higher than in Pakistan).

Pricing pressures could negatively impact our

margins, growth rate and market share.

Pricing pressures could negatively impact our margins, growth rate and market share.

we are unable to successfully introduce new products or services or fail to keep pace with advances in technology, we would not be able

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class action lawsuits and enforcement actions from the SEC, Department of Justice and overseas regulators.

may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.

long-term effects of climate change are difficult to predict and may be widespread.

The impacts may include physical risks (such as severe

rains and flooding as a result of climate change that has been experienced in Pakistan), social and human effects (such as population

dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes), and

other adverse effects.

The effects could impair, for example, the availability and cost of certain products and energy (including utilities),

which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels

We may bear losses incurred as a result of, for example, physical damage to, or destruction of, our facilities (such as our

operation centers), and business interruption due to weather events that may be attributable to climate change.

These events and impacts

could materially adversely affect our business operations, financial position, or results of operation.

in the healthcare industry could affect the demand for our services and may result in a decrease in our revenues and market share.

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the revenues of our customers decrease, or if our customers cancel or elect not to renew their contracts, our revenue will decrease.

most of our RCM customer contracts, we base our charges on a percentage of the revenue that our customer collects through the use of

our services.

most of our customer contracts, which include RCM, we base our charges on a percentage of the revenue that our customer collects through

the use of our services.

Many factors may lead to decreases in customer revenue, including:

of customer revenue as a result of changes to the ACA or decreased medical appointments during COVID-19;

of customer revenue as a result of changes to the ACA or fluctuation in medical appointments as COVID-19 evolves;

rollback of the expansion of Medicaid or other governmental programs;

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failure to provide services in a timely or high-quality manner.

have incurred operating losses and net losses, and we may not be able to achieve or subsequently maintain profitability in the future.

we recognized net income of approximately $2.8 million for the year ended December 31, 2021, we incurred a net loss of $8.8 million

for the year ended December 31, 2020.

Our net income and net loss for the years ended December 31, 2021 and 2020, respectively, include

approximately $8.9 million and $8.1 million of non-cash amortization expense of purchased intangible

assets, respectively.

may not succeed in achieving the efficiencies we anticipate from our acquisitions and possible future acquisitions, including moving

sufficient labor to our offshore locations to offset increased costs resulting from these acquisitions, and we may continue to incur

losses in future periods.

We incur additional operating expenses as a public company and we intend to continue to increase our operating

expenses as we grow our business.

We also expect to continue to make investments in our proprietary technology, sales and marketing,

infrastructure, facilities and other resources as we seek to grow, thereby incurring additional costs.

If we are unable to generate adequate

revenue growth and manage our expenses, we may continue to incur losses in the future and may not be able to achieve or maintain profitability.

a result of our variable sales and implementation cycles, we may be unable to recognize revenue from prospective customers on a timely

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sales cycle for our services can be variable, typically ranging from two to four months from initial contact with a potential customer

to contract execution, although this period can be substantially longer.

During the sales cycle, we expend time and resources in an attempt

to obtain a customer without recognizing revenue from that customer to offset such expenditures.

Our implementation cycle is also variable,

typically ranging from two to four months from contract execution to completion of implementation.

Each customer’s situation is

different, and unanticipated difficulties and delays may arise as a result of a failure by us or by the customer to meet our respective

implementation responsibilities.

During the implementation cycle, we expend substantial time, effort, and financial resources implementing

our services without recognizing revenue.

Even following implementation, there can be no assurance that we will recognize revenue on

a timely basis or at all from our efforts.

In addition, cancellation of any implementation after it has begun may involve loss to us

of time, effort, and expenses invested in the canceled implementation process, and lost opportunity for implementing paying customers

in that same period of time.

to contract execution to six to twelve months to rollout services which require each patient to participate.

During the sales cycle,

we expend time and resources in an attempt to obtain a customer without recognizing revenue from that customer to offset such expenditures.

Our implementation cycle is also variable, typically ranging from two to four months from contract execution to completion of implementation.

Each customer’s situation is different, and unanticipated difficulties and delays may arise as a result of a failure by us or by

the customer to meet our respective implementation responsibilities.

During the implementation cycle, we expend substantial time, effort,

and financial resources implementing our services without recognizing revenue.

Even following implementation, there can be no assurance

that we will recognize revenue on a timely basis or at all from our efforts.

In addition, cancellation of any implementation after it

has begun may involve loss to us of time, effort, and expenses invested in the canceled implementation process, and lost opportunity

for implementing paying customers in that same period of time.

a result of the Wayfair decision and changes in various states’ laws, we are required to collect sales and use taxes on certain

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to reduce their expectations of our performance resulting in a reduction in the trading price of our stock.

proprietary software or service delivery platform (including the platforms we acquired) may not operate properly, which could damage

our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our

business and operating results.

proprietary software or service delivery platform may not operate properly, which could damage our reputation, give rise to claims against

us, or divert application of our resources from other purposes, any of which could harm our business and operating results.

may encounter human or technical obstacles that prevent our proprietary or acquired applications from operating properly.

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thereby create unforeseen liabilities for our business.

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other failure

of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant legal defense

costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

physicians have relied on our platforms (including the platform we acquired) as being certified by the Office of the National Coordinator

for Health Information Technology (“ONC”).

If this certification were to be challenged, we might face liability related to

any incentive that the physicians received in reliance upon such certification.

our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived

as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.

customers or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other

failure of our software or service processes.

A product liability claim or errors or omissions claim could subject us to significant

legal defense costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

Our physicians have relied

on our platforms (including the platform we acquired) as being certified by the Office of the National Coordinator for Health

Information Technology (“ONC”).

If this certification were to be challenged, we might face liability related to any

incentive that the physicians received in reliance upon such certification.

our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may not be perceived

as secure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.

services involve the web-based storage and transmission of customers’ proprietary information and patient information, including

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be interoperable with other third-party healthcare information technology suppliers.

Market forces or regulatory authorities could create

software interoperability standards that would apply to our solutions, and if our products and services are not consistent with those

standards, we could be forced to incur substantial additional development costs.

There currently exists a comprehensive set of criteria

for the functionality, interoperability and security of various software modules in the healthcare information technology industry.

those standards are subject to continuous modification and refinement.

Achieving and maintaining compliance with industry interoperability

Although our products comply with the latest ONC

standards and provide seamless and secure access, use and sharing of electronic health records, market forces or regulatory authorities

could create software interoperability standards that would apply to our solutions, and if our products and services are not consistent

with those standards, we could be forced to incur substantial additional development costs.

There currently exists a comprehensive set

of criteria for the functionality, interoperability and security of various software modules in the healthcare information technology

However, those standards are subject to continuous modification and refinement.

Maintaining compliance with industry interoperability

standards and related requirements could result in larger than expected software development expenses and administrative expenses in

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in changes to our solutions.

Disruptions in

internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our

customers’ confidence in the reliability of our services and products.

in internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our customers’

confidence in the reliability of our services and products.

information technologies and systems are vulnerable to damage or interruption from various causes, including acts of God and other natural

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over financial reporting.

Additionally, this year the Company is required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act of 2002, as amended and has engaged its independent registered public accounting firm to perform an evaluation

of its internal controls over financial reporting.

the future, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis

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which could require additional management attention and which could adversely affect our business.

identified a material weakness in our internal controls over financial reporting related to a non-routine transaction.

2021, we identified a material weakness in our internal controls over financial reporting related to a non-routine transaction.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

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be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting related

to lack of controls over the completeness and accuracy of key inputs related to the measurement of a non-routine transaction.

We did not properly implement controls over the precision of

management’s review of certain key inputs relating to this transaction.We will be implementing remediation steps to improve our internal control over financial

We cannot be certain that the measures we have taken, and will take in the future, to remediate this material weakness will

be sufficient to control deficiencies with respect to non-routine transactions.

In 2021, we identified a material weakness in our internal control over financial reporting

related to lack of control over the completeness and accuracy of key inputs related to the measurement of a non-routine transaction.

We did not properly implement controls over the precision of management’s review of certain key inputs relating to this transaction.

We implemented procedures as of March 31, 2022 to remediate this material weakness.

In the event we are unable to sufficiently remediate

this existing, or any future, material weakness in our internal controls over financial reporting, the accuracy and timing of our financial

reporting may be negatively impacted, and as a result we may be unable to maintain compliance with securities laws and investors may

lose confidence in the accuracy and completeness of our financial reports, leading to a decline in the market value of our securities.

any future material weakness in our internal controls over financial reporting, the accuracy and timing of our financial reporting may

be negatively impacted, and as a result we may be unable to maintain compliance with securities laws and investors may lose confidence

in the accuracy and completeness of our financial reports, leading to a decline in the market value of our securities.

are a party to several related-party agreements with our founder and Executive Chairman, Mahmud Haq, which have significant contractual

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by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive

business, financial condition, results of operations and growth may be adversely affected by pandemics, epidemics or other public health

emergencies, such as COVID-19.

are subject to risks related to the public health crises such as the global pandemic associated with the coronavirus (COVID-19).

governmental jurisdictions, including the State of New Jersey where we maintain our principal executive offices, and those in which many

and international offices are based, have imposed, and others in the future may impose, “shelter-in-place” orders,

quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of public health

Such orders or restrictions, and the perception that such orders or restrictions could occur, could result in business closures,

work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, among other effects, thereby

negatively impacting our customers, employees, and offices, among others.

organizations around the world, including our health care provider customers, faced and may continue to face, substantial challenges

in treating patients with COVID-19, such as the diversion of staff and resources from ordinary functions to the treatment of COVID-19,

supply, resource and capital shortages and overburdening of staff and resource capacity.

To the extent such health-care provider customers

experience challenges and difficulties, it will adversely affect our business operation and results of operations.

We note, for example,

that approximately 53% of our revenue is directly tied to the cash collected by our health-care provider

customers, which means that our short-term revenue has and may in the future decline as less patients visit their doctors should

periods of social distancing be implemented again in the future.

A recession or prolonged economic contraction as a result of health

emergencies could also harm the business and results of operations of our enterprise customers, resulting in potential business closures,

layoffs of employees and a significant increase in unemployment in the United States and elsewhere.

The occurrence of any such events

may lead to reduced income for customers and reduced size of workforces, which could reduce our revenue and harm our business, financial

condition and results of operations.

widespread COVID-19 pandemic has resulted in, and may continue to result in, significant volatility and uncertainty in U.S.

and international

financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.

In addition, a

recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common

stock and Preferred Stock.

acquisitions may be subject to difficulties in evaluating potential acquisition targets as a result of the inability to accurately predict

the duration or long-term economic and business consequences resulting from the COVID-19 pandemic.

prolonged impact of these public health emergencies, including COVID-19, is highly uncertain and unpredictable, depending upon the severity

and duration of the emergency and the effectiveness of actions taken globally to contain or mitigate its effects.

Future financial impact

cannot be estimated reasonably at this time, but may materially adversely affect our business, results of operations and financial condition.

However, we will continue to monitor the COVID-19 situation closely and are committed to continuing to make appropriate changes as and

Related to Our Acquisition Strategy

we do not manage our growth effectively, our revenue, business and operating results may be harmed.

strategy is to expand through organic growth, and through synergistic, accretive acquisitions of companies in the business of healthcare

IT (“HCIT”) and complementary services.

Since 2006, we have completed 27 transactions acquiring the assets or businesses

of RCM, HCIT, and related companies.

The majority of these transactions have occurred since we went public in July 2014.

Our future acquisitions

may require greater than anticipated investment of operational and financial resources as we seek to migrate customers of these companies

to our solutions.

Acquisitions also require the integration of different software and services, assimilation of new employees, diversion

of management and IT resources, and increases in administrative costs.

Acquisitions may also require additional costs associated with

any debt or equity financings undertaken to pay for such acquisitions.

We cannot assure you that any acquisition we undertake will be

Future growth will also place additional demands on our customer support, sales, and marketing resources, and may require

us to hire and train additional employees.

We will need to expand and upgrade our systems and infrastructure to accommodate our growth.

The failure to manage our growth effectively will materially and adversely affect our business.

may be unable to retain customers following their acquisition, which may result in a decrease in our revenues and operating results.

of the businesses we acquire often have the right to terminate their service contracts for any reason at any time upon notice of 90 days

These customers may elect to terminate their contracts as a result of our acquisition or choose not to renew their contracts

upon expiration.

Legal and practical limitations on our ability to enforce non-competition and non-solicitation provisions against customer

representatives and sales personnel that leave the businesses we acquire to join competitors may result in the loss of customers.

the past, our failure to retain acquired customers has at times resulted in decreases in our revenues.

Our inability to retain customers

of businesses we acquire could adversely affect our ability to benefit from those acquisitions and to grow our future revenues and operating