1355804--3/31/2008--Spheris

related topics

{system, service, information}

{debt, indebtedness, cash}

{personnel, key, retain}

{regulation, government, change}

{product, market, service}

{acquisition, growth, future}

{control, financial, internal}

{property, intellectual, protect}

{stock, price, operating}

{operation, international, foreign}

The terms of our senior secured credit facility and the indenture relating to our senior subordinated notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions that may be in our long-term best interests. We may not be able to fulfill our repurchase obligations in the event of a change of control which would result in a default under our senior secured credit facility and the indenture governing the senior subordinated notes. Risks Related to Our Business We have a history of losses and accumulated deficit and expect to incur losses in the future. Our ability to grow and service our customers depends on our ability to effectively manage our global production capacity, including our ability to recruit, train and retain qualified MLS and maintain high standards of quality service in our operations, which we may not be able to do. Our success will depend on our ability to adapt and integrate new technology into our clinical documentation platforms to improve our production capabilities and expand the breadth of our technology and service offerings, as well as our ability to address any potential unanticipated problems with our information technology systems, which we may not be able to do quickly, or at all. We compete with many others in the market for clinical documentation technology and services which may result in lower prices for our technology and services, reduced operating margins and an inability to increase our market share and expand our technology and service offerings. Potential customers may be reluctant to outsource or change the providers of their clinical documentation technology and services as a result of the cost and potential for disruption in services since clinical documentation is a critical element of their operations. Our global operations expose us to financial and operational risk. Our inability to attract, hire or retain necessary technical and managerial personnel could negatively impact our ability to develop and implement technology and services to our customers. We may pursue future acquisitions which could require us to incur additional debt and assume contingent liabilities and expenses, and we may not be able to effectively integrate newly acquired operations. If our intellectual property is not adequately protected or if we are unable to renew our intellectual property licenses, we may lose our market share to our competitors and be unable to operate our business profitably. If we fail to comply with extensive laws and government regulations applicable to us and our customers and our contractual obligations, including those relating to HIPAA and industry scrutiny of billing practices relating to the counting of transcription lines, we could suffer material penalties and liabilities or be negatively impacted as a result of our customers being subject to material penalties and liabilities. Legislative changes and possible negative publicity may impede our ability to utilize our global service capabilities. Warburg Pincus controls us, and its interests may conflict with the interests of our security holders.

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1355804--3/31/2008--Spheris_Inc.