-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9cRkaIiTHtuBHfz8H1QtvtCC410POLGt++RklF+E/dKjJRotRYJhD0B03DHsnMV ut3uI+CATMqpMqsorPIg1Q== 0001193125-08-166474.txt : 20080805 0001193125-08-166474.hdr.sgml : 20080805 20080805160636 ACCESSION NUMBER: 0001193125-08-166474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080805 DATE AS OF CHANGE: 20080805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLSCRIPTS HEALTHCARE SOLUTIONS INC CENTRAL INDEX KEY: 0001124804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 364372754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32085 FILM NUMBER: 08991391 BUSINESS ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3124640764 MAIL ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: ALLSCRIPTS HOLDING INC DATE OF NAME CHANGE: 20000925 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 5, 2008

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-32085   36-4392754

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

222 Merchandise Mart Plaza, Suite 2024,

Chicago, IL 60654

Registrant’s telephone number, including area code 1-866-358-6869

N/A

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On August 5, 2008, the registrant announced its earnings for the three and six months ended June 30, 2008. Further details are described in the press release issued by the registrant on August 5, 2008, and furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in, or incorporated into, Items 2.02 and 9.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

 

Description of Exhibit    

99.1   Press release issued August 5, 2008

 

2


SIGNATURE

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.

 

  ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Date: August 5, 2008   By:   /s/ William J. Davis
    William J. Davis
    Chief Financial Officer


INDEX TO EXHIBITS

 

Exhibit
Number    

 

Description    

99.1   Press release issued August 5, 2008
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Allscripts Reports Second Quarter 2008 Results

Company Posts Record Total Revenue and Revenue from Software and Related Services

CHICAGO – August 5, 2008 – Allscripts, the leading provider of clinical software, connectivity and information solutions that physicians use to improve healthcare, today announced results for the three and six months ended June 30, 2008.

Total revenue for the three months ended June 30, 2008 was $81.5 million, compared to $70.0 million for the same period last year. Revenue from software and related services for the three months ended June 30, 2008 was $68.2 million, compared to $54.7 million for the same period last year, increasing by 25%. Both total revenue and revenue from software and related services were new records for the company.

Gross margin percentage was 50.5% for the second quarter of 2008, compared to 50.6% during the second quarter of 2007.

Net income for the three months ended June 30, 2008 was $2.4 million, or $0.04 per diluted share, compared to net income of $6.0 million, or $0.10 per diluted share, for the same period last year. Non-GAAP adjusted earnings for the three months ended June 30, 2008 were $7.3 million, or $0.13 per diluted share, compared to non-GAAP adjusted earnings of $7.9 million, or $0.13 per diluted share for the same period last year. Non-GAAP adjusted earnings for the three months ended June 30, 2008 and 2007 are comprised of net income giving effect to the add-back of acquisition-related amortization of $2.1 million and $1.5 million, respectively, or $0.04 and $0.02 per diluted share, respectively, net of tax, and total stock-based compensation expense of $1.0 million and $0.4 million, respectively, or $0.02 and $0.01 per diluted share, respectively, net of tax. Non-GAAP adjusted earnings for the three months ended June 30, 2008 also give effect to the add-back of transaction-related expenses of $1.8 million, or $0.03 per diluted share, net of tax. Please see “Explanation of Non-GAAP Financial Measures” below for a discussion of non-GAAP adjusted earnings and earnings per share.

As of June 30, 2008, the Company had cash and marketable securities of $66.1 million.

“Allscripts delivered the strongest revenue in company history because we stayed focused on what we do best – supporting our clients and providing the leading software tools and services that allow physicians and other caregivers to deliver high quality cost effective care,” said Glen Tullman, Chief Executive Officer of Allscripts. “I’m especially pleased with the way the market is aligning, with incentives for adoption of our electronic solutions from the federal government, payers and others. Allscripts is well positioned to capitalize on an expanding market opportunity.”

Total revenue for the six months ended June 30, 2008 was $153.6 million, compared to $135.1 million for the six months ended June 30, 2007. Revenue from software and related services for the six months ended June 30, 2008 was $126.8 million, compared to $105.9 million for the same period last year, increasing by 20%. Gross margin percentage was 50.3% for the six months ended June 30, 2008, compared to 50.2% for the comparable period a year ago.

Net income for the six months ended June 30, 2008 was $2.4 million, or $0.04 per diluted share, compared to net income of $10.5 million, or $0.18 per diluted share, for the same period last year. Non-GAAP adjusted earnings for the six months ended June 30, 2008 were $12.3 million, or $0.21 per diluted


share, compared to non-GAAP adjusted earnings of $14.4 million, or $0.24 per diluted share for the same period last year. Non-GAAP adjusted earnings for the six months ended June 30, 2008 and 2007 are comprised of net income giving effect to the add-back of acquisition-related amortization of $4.2 million and $3.1 million, respectively, or $0.07 and $0.05 per diluted share, respectively, net of tax, and total stock-based compensation expense of $2.2 million and $0.8 million, respectively, or $0.04 and $0.01 per diluted share, respectively, net of tax. Non-GAAP adjusted earnings for the six months ended June 30, 2008 also give effect to the add-back of transaction-related expenses of $3.5 million, or $0.06 per diluted share, net of tax.

Allscripts will conduct a conference call on Tuesday, August 5, 2008 at 4:30 PM Eastern Time. The conference call can be accessed by dialing 1-800-374-1376 and requesting the Allscripts earnings call, or via the Internet at www.allscripts.com. A recording of the conference call will be available three hours after the conclusion of the call for a period of two weeks at www.allscripts.com or by calling 1-800-642-1687, ID # 54489944.

Explanation of Non-GAAP Financial Measures

Allscripts reports its financial results in accordance with generally accepted accounting principles, or GAAP. To supplement this information, Allscripts presents in this press release non-GAAP net income (and related per share amounts), which is a non-GAAP financial measure under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. Non-GAAP net income consists of GAAP net income, excluding acquisition-related amortization, stock-based compensation expense under SFAS No. 123R, and transaction-related expenses, in each case net of any related tax benefit.

 

   

Acquisition-Related Amortization. Acquisition-related amortization expense is a non-cash expense arising from the acquisition of intangible assets in connection with acquisitions or investments. Allscripts excludes acquisition-related amortization expense from non-GAAP net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.

 

   

Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock awards to employees. Allscripts excludes stock-based compensation expense from non-GAAP net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods and should also note that such expense will recur in future periods.

 

   

Transaction-Related Expenses. Transaction-related expenses are fees and expenses, including legal, investment banking and accounting fees, incurred in connection with announced transactions. Allscripts excludes transaction-related expenses from non-GAAP net income because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Allscripts business operations and (ii) such expenses can vary significantly between periods.


Management also believes that non-GAAP net income (and related per share amounts) provides useful supplemental information to management and investors regarding the underlying performance of the Company’s business operations and facilitates comparisons to our historical operating results. Management also uses this information internally for forecasting and budgeting as it believes that the measure is indicative of the Company’s core operating results. Note however, that non-GAAP net income is a performance measure only, and it does not provide any measure of the Company’s cash flow or liquidity. Non-GAAP financial measures are not in accordance with, or an alternative for, measures of financial performance prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Allscripts results of operations as determined in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures with GAAP financial measures contained within the attached condensed consolidated financial statements.

About Allscripts

Allscripts (Nasdaq: MDRX) is the leading provider of clinical software, connectivity and information solutions that physicians use to improve healthcare. The company’s unique solutions inform, connect and transform healthcare, delivering improved care at lower cost. More than 40,000 physicians and thousands of other healthcare professionals in clinics, hospitals and extended care facilities nationwide utilize Allscripts to automate everyday tasks such as writing prescriptions, documenting patient care, managing billing and scheduling, and safely discharging patients, as well as to connect with key information and stakeholders in the healthcare system. To learn more, visit Allscripts at www.allscripts.com.

This news release may contain forward-looking statements within the meaning of the federal securities laws. Statements regarding future events, developments, the Company’s future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties, some of which are outlined below. As a result, actual results may vary materially from those anticipated by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the volume and timing of systems sales and installations; length of sales cycles and the installation process; the possibility that products will not achieve or sustain market acceptance; the timing, cost and success or failure of new product and service introductions, development and product upgrade releases; competitive pressures including product offerings, pricing and promotional activities; our ability to establish and maintain strategic relationships; undetected errors or similar problems in our software products; compliance with existing laws, regulations and industry initiatives and future changes in laws or regulations in the healthcare industry; possible regulation of the Company’s software by the U.S. Food and Drug Administration; the possibility of product-related liabilities; our ability to attract and retain qualified personnel; our ability to identify and complete acquisitions, manage our growth and integrate acquisitions; maintaining our intellectual property rights and litigation involving intellectual property rights; risks related to third-party suppliers; our ability to obtain, use or successfully integrate third-party licensed technology; breach of our security by third parties; our ability to complete the pending transactions with Misys plc; risks that the transactions with Misys plc disrupt current plans and operations; our ability to recognize the benefits of the merger with Misys Healthcare Systems, LLC; and the risk factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including our 2007 Annual Report on Form 10-K available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov. The Company undertakes no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Allscripts Contacts:

Dan Michelson

Chief Marketing Officer

312-506-1217

dan.michelson@allscripts.com


Todd Stein

Senior Manager/Public Relations

312-506-1216

todd.stein@allscripts.com

Bill Davis

Chief Financial Officer

312-506-1211

bill.davis@allscripts.com


Allscripts Healthcare Solutions, Inc.

Condensed Consolidated Balance Sheets

(amounts in thousands)

(Unaudited)

 

     June 30,
2008
   December 31,
2007

Assets

     

Current assets:

     

Cash and cash equivalents

   $50,844    $43,785

Marketable securities

   11,904    5,759

Accounts receivable, net

   83,847    81,351

Deferred taxes, net

   6,888    16,650

Inventories

   5,373    4,178

Prepaid expenses and other current assets

   17,582    17,401
         

Total current assets

   176,438    169,124

Long-term marketable securities

   3,307    13,459

Fixed assets, net

   21,147    18,238

Software development costs, net

   25,833    24,115

Intangible assets, net

   100,638    107,503

Goodwill

   249,808    240,452

Other assets

   3,635    5,252
         

Total assets

   $580,806    $578,143
         

Liabilities and Stockholders’ Equity

     

Current liabilities:

     

Accounts payable

   $8,888    $15,911

Accrued liabilities

   28,542    22,707

Accrued acquisition obligation

   —      8,946

Deferred revenue

   50,614    45,940

Current portion of long-term debt

   290    279

Other current liabilities

   —      274
         

Total current liabilities

   88,334    94,057

Long-term debt

   135,014    135,162

Deferred taxes, net

   8,216    6,179

Other liabilities

   1,791    2,105
         

Total liabilities

   233,355    237,503

Stockholders’ equity

   347,451    340,640
         

Total liabilities and stockholders’ equity

   $580,806    $578,143
         


Allscripts Healthcare Solutions, Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except per-share amounts)

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

Revenue:

        

Software and related services

   $68,179     $54,681     $126,797     $105,921  

Prepackaged medications

   9,493     10,939     19,088     21,168  

Information services

   3,840     4,421     7,716     7,974  
                        

Total revenue

   81,512     70,041     153,601     135,063  

Cost of revenue:

        

Software and related services

   29,967     22,797     55,886     45,179  

Prepackaged medications

   7,848     9,141     15,461     17,449  

Information services

   2,547     2,632     5,063     4,691  
                        

Total cost of revenue (a)

   40,362     34,570     76,410     67,319  
                        

Gross profit

   41,150     35,471     77,191     67,744  

Operating expenses:

        

Selling, general and administrative expenses (b)

   32,850     25,425     64,243     47,799  

Amortization of intangibles

   3,439     2,576     6,878     5,152  
                        

Income from operations

   4,861     7,470     6,070     14,793  

Interest expense

   (1,383 )   (930 )   (3,027 )   (1,863 )

Interest income and other, net

   377     1,106     942     2,143  

Gain on sale of equity investment

   —       2,392     —       2,392  
                        

Income before income taxes

   3,855     10,038     3,985     17,465  

Income taxes

   (1,503 )   (4,010 )   (1,553 )   (6,970 )
                        

Net income

   $2,352     $6,028     $2,432     $10,495  
                        

Net income per share - basic

   $0.04     $0.11     $0.04     $0.19  
                        

Net income per share - diluted

   $0.04     $0.10     $0.04     $0.18  
                        

Weighted average shares of common stock outstanding used in computing basic net income per share

   56,766     55,648     56,635     55,146  
                        

Weighted average shares of common stock outstanding used in computing diluted net income per share (c)

   57,772     64,802     57,570     64,327  
                        

 

(a) Includes stock-based compensation of $245 and $103 for the three months ended June 30, 2008 and 2007, respectively, and $592 and $185 for the six months ended June 30, 2008 and 2007, respectively.
(b) Includes stock-based compensation of $1,367 and $520 for the three months ended June 30, 2008 and 2007, respectively, and $2,980 and $1,094 for the six months ended June 30, 2008 and 2007, respectively.
(c) Weighted average diluted shares for the three and six months ended June 30, 2007 include 7,329 common shares related to the Company’s 3.5% Senior Convertible Notes. Such shares were antidilutive for the three and six months ended June 30, 2008. Interest expense, net of tax, totaling $523 and $1,046 has been added back to net income for the net income per diluted share calculation for the three and six months ended June 30, 2007, respectively.


Allscripts Healthcare Solutions, Inc.

Reconciliation of Non-GAAP Adjusted Earnings and Non-GAAP Adjusted Earnings Per Share

(amounts in thousands, except per-share amounts)

(Unaudited)

 

     Three Months
Ended June 30,
   Six Months Ended
June 30,
     2008    2007    2008    2007

Net Income

   $2,352    $6,028    $2,432    $10,495
                   

Stock-based compensation expense (tax effected at 39% for 2008 and 40% for 2007)

   984    374    2,179    767

Acquisition-related amortization (tax effected at 39% for 2008 and 40% for 2007)

   2,098    1,546    4,196    3,091

Transaction-related expenses (tax effected at 39% for 2008)

   1,835    —      3,456    —  
                   

Non-GAAP Adjusted Earnings

   $7,269    $7,948    $12,263    $14,353
                   

Weighted average shares of common stock outstanding used in computing diluted non-GAAP adjusted earnings per share

   57,772    64,802    57,570    64,327
                   

Non-GAAP Adjusted Earnings Per Share - diluted

   $0.13    $0.13    $0.21    $0.24
                   
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