Form 10-Q

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 March 31, 2010


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: 000-52073

SXC HEALTH SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)


Yukon Territory (State or other jurisdiction of incorporation or organization)		75-2578509 (I.R.S. Employer Identification Number)

2441 Warrenville Road, Suite 610, Lisle, IL 60532-3642
(Address of principal executive offices, zip code)

(800) 282-3232
(Registrant’s phone 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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 April 30, 2010, there were 30,618,318 of the Registrant’s common shares, no par value per share, outstanding.

Part I. FINANCIAL INFORMATION


ITEM 1.		Financial Statements

SXC HEALTH SOLUTIONS CORP.

Consolidated Balance Sheets

(in thousands, except share data)


	March 31,		December 31,
	2010		2009
	(unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	313,241	$	304,370
Restricted cash		14,305		14,169
Short term investments		—		4,639
Accounts receivable, net of allowance for doubtful accounts of $2,928 (2009 — $2,871)		108,609		97,330
Rebates receivable		32,130		17,630
Prepaid expenses and other assets		4,641		4,483
Inventory		8,239		7,106
Income tax recoverable		1,606		345
Deferred income taxes		8,031		9,875

Total current assets		490,802		459,947

Property and equipment, net of accumulated depreciation of $29,510 (2009 — $27,421)		18,761		19,880
Goodwill		141,787		141,787
Other intangible assets, net of accumulated amortization of $25,826 (2009 — $23,831)		35,579		37,574
Deferred income taxes		1,385		1,641
Other assets		1,169		1,251

Total assets	$	689,483	$	662,080


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	7,533	$	9,916
Customer deposits		15,483		14,832
Salaries and wages payable		7,732		12,349
Accrued liabilities		24,668		30,786
Pharmacy benefit management rebates payable		58,603		46,606
Pharmacy benefit claim payments payable		64,006		61,669
Deferred revenue		8,716		7,304

Total current liabilities		186,741		183,462

Deferred income taxes		13,930		13,597
Deferred lease inducements		2,630		2,748
Deferred rent		1,334		1,337
Other liabilities		2,448		2,442

Total liabilities		207,083		203,586

Commitments and contingencies (Note 10)

Shareholders’ equity
Common shares: no par value, unlimited shares authorized; 30,318,618 shares issued and outstanding at March 31, 2010 (December 31, 2009 — 30,057,281 shares)		366,908		361,530
Additional paid-in capital		18,888		15,153
Retained earnings		96,604		81,812
Accumulated other comprehensive loss		—		(1	)

Total shareholders’ equity		482,400		458,494


Total liabilities and shareholders’ equity	$	689,483	$	662,080

See accompanying notes to the unaudited consolidated financial statements.

SXC HEALTH SOLUTIONS CORP.

Consolidated Statements of Cash Flows

(in thousands)


	Three months ended
	March 31,
	2010			2009
	(unaudited)
Cash flows from operating activities:
Net income	$	14,792		$	7,682
Items not involving cash:
Stock-based compensation		1,264			613
Depreciation of property and equipment		2,089			1,976
Amortization of intangible assets		1,995			2,825
Deferred lease inducements and rent		(121	)		(45	)
Deferred income taxes		1,608			649
Tax benefit on option exercises		(4,082	)		(1,562	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(11,288	)		(3,863	)
Rebates receivable		(14,500	)		5,699
Restricted cash		(136	)		(1,130	)
Prepaid expenses and other assets		(159	)		(421	)
Inventory		(1,133	)		657
Income tax recoverable		3,643			88
Accounts payable		(2,383	)		(1,198	)
Accrued liabilities		(10,734	)		(8,617	)
Pharmacy benefit claim payments payable		2,337			485
Pharmacy benefit management rebates payable		11,997			2,541
Deferred revenue		1,388			3,247
Customer deposits		651			2,174
Other		105			42

Net cash (used) provided by operating activities		(2,667	)		11,842

Cash flows from investing activities:
Purchases of property and equipment		(970	)		(3,289	)
Sales of short term investments		6,828			—
Purchases of short term investments		(2,208	)		—
Acquisitions, net of cash acquired		—			(180	)

Net cash provided (used) by investing activities		3,650			(3,469	)

Cash flows from financing activities:
Proceeds from exercise of options		3,767			2,346
Tax benefit on option exercises		4,082			1,562
Repayment of long-term debt		—			(120	)

Net cash provided by financing activities		7,849			3,788

Effect of foreign exchange on cash balances		39			94


Increase in cash and cash equivalents		8,871			12,255

Cash and cash equivalents, beginning of period		304,370			67,715


Cash and cash equivalents, end of period	$	313,241		$	79,970

See accompanying notes to unaudited consolidated financial statements.

SXC HEALTH SOLUTIONS CORP.

Consolidated Statements Shareholders’ Equity

(in thousands, except share data)


	Common Shares				Additional			Retained		Accumulated Other
	Shares		Amount		Paid-in Capital			Earnings		Comprehensive Loss			Total

Balance at December 31, 2009		30,057,281	$	361,530	$	15,153		$	81,812	$	(1	)	$	458,494
Activity during the period (unaudited):
Net income		—		—		—			14,792		—			14,792
Exercise of stock options		261,337		5,378		(1,611	)		—		—			3,767
Tax benefit on options exercised		—		—		4,082			—		—			4,082
Stock-based compensation		—		—		1,264			—		—			1,264
Other comprehensive income, net of tax		—		—		—			—		1			1

Balance at March 31, 2010 (unaudited)		30,318,618		366,908		18,888			96,604		—			482,400


Balance at December 31, 2008		24,103,032	$	146,988	$	11,854		$	35,751	$	(430	)	$	194,163
Activity during the period (unaudited):														—
Net income		—		—		—			7,682		—			7,682
Issuance of shares for acquisition		21		—		—			—		—			—
Vesting of restricted stock units		991		18		(18	)		—		—			—
Exercise of stock options		372,500		3,489		(1,143	)		—		—			2,346
Tax benefit on options exercised		—		—		1,562			—		—			1,562
Stock-based compensation		—		—		613			—		—			613
Other comprehensive income, net of tax		—		—		—			—		29			29

Balance at March 31, 2009 (unaudited)		24,476,544	$	150,495	$	12,868		$	43,433	$	(401	)	$	206,395

See accompanying notes to the unaudited consolidated financial statements.

SXC HEALTH SOLUTIONS CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Description of Business

SXC Health Solutions Corp. (the “Company”) is a leading provider of pharmacy benefits management (“PBM”) services and healthcare information technology (“HCIT”) solutions to the healthcare benefits management industry. The Company’s product offerings and solutions combine a wide range of PBM services, software applications, application service provider (“ASP”) processing services and professional services designed for many of the largest organizations in the pharmaceutical supply chain, such as federal, provincial, and state and local governments, pharmacy benefit managers, managed care organizations, retail pharmacy chains and other healthcare intermediaries. The Company is headquartered in Lisle, Illinois with several locations in the U.S. and Canada. The Company trades on the Toronto Stock Exchange under ticker symbol “SXC” and on the Nasdaq Global Market under ticker symbol “SXCI.” For more information please visit www.sxc.com.

Basis of Presentation

Basis of presentation:

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), pursuant to the Securities and Exchange Commission’s (“SEC”) rules and regulations for reporting on Form 10-Q, and following accounting policies consistent with the Company’s audited annual consolidated financial statements for the year ended December 31, 2009. The unaudited interim consolidated financial statements of the Company include its majority-owned subsidiaries and all significant intercompany transactions and balances have been eliminated in consolidation. Amounts in the unaudited interim consolidated financial statements and notes are expressed in U.S. dollars, except where indicated, which is also the Company’s functional currency. The financial information included herein reflects all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three-month period ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010. As of the issuance date of the Company’s financial statements, no subsequent events have occurred that would require adjustment to or disclosure in these unaudited interim consolidated financial statements in accordance with Financial Accounting Standards Board’s (“FASB”) guidance.

Pursuant to the SEC rules and regulations for reporting on Form 10-Q, certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or excluded. As a result, these unaudited interim consolidated financial statements do not contain all the disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto for the year ended December 31, 2009.

Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, rebates, purchase price allocation in connection with acquisitions, valuation of property and equipment, valuation of intangible assets acquired and related amortization periods, impairment of goodwill, income tax uncertainties, contingencies and valuation allowances for receivables and income taxes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recent accounting standards implemented are summarized below:

Revenue arrangements with multiple deliverables

Effective January 1, 2010, the Company adopted the amendment to revenue recognition guidance for transactions with multiple deliverables. The updated accounting guidance changes the criteria necessary for a delivered item to be considered a separate element by removing the requirement of using objective and reliable evidence of fair value in determining the amount of revenue to recognize. In place of having objective and reliable evidence of fair value for delivered and undelivered elements, a company may use its best estimate of selling price to determine the amount of revenue to recognize. The new guidance did not have a material impact on the Company’s financial results.

Revenue arrangements that include software elements

Effective January 1, 2010, the Company adopted the amended revenue recognition guidance for transactions involving tangible products that have software components. The new accounting guidance removes the non-software components and software elements of the tangible product from the scope of software revenue recognition accounting guidance. The new guidance did not have a material impact on the Company’s financial results.

Cash and Cash Equivalents

The components of cash and cash equivalents are as follows (in thousands):


	March 31, 2010			December 31, 2009

Cash on deposit	$	384,939		$	86,384
Payments in transit		(71,731	)		(87,500	)
U.S. money market funds		—			305,453
Canadian dollar deposits (March 31, 2010 — Cdn. $35 at 1.0516; December 31, 2009 — Cdn. $35 at 1.0517)		33			33

	$	313,241		$	304,370

The Company determined the carrying amount reported in the consolidated balance sheets as cash and cash equivalents approximates fair value because of the short maturities of these instruments and are considered Level 1 investments in the fair value hierarchy.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if impairment indicators arise. The Company allocates goodwill to both the PBM and HCIT segments. There were no impairments of goodwill or indefinite-lived intangible assets during the three months ended March 31, 2010 and 2009.

Definite-lived intangible assets are amortized over the useful lives of the related assets. The components of intangible assets were as follows (in thousands):


	March 31, 2010						December 31, 2009
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
Customer relationships	$	53,760	$	19,960	$	33,800	$	53,760	$	18,116	$	35,644
Acquired software		3,765		3,047		718		3,765		2,932		833
Trademarks/Trade names		1,370		1,205		165		1,370		1,188		182
Non-compete agreements		1,510		1,486		24		1,510		1,484		26
Licenses		1,000		128		872		1,000		111		889

Total	$	61,405	$	25,826	$	35,579	$	61,405	$	23,831	$	37,574

Amortization associated with intangible assets at March 31, 2010 is estimated to be $5.9 million for the remainder of 2010, $7.1 million in 2011, $6.5 million in 2012, $5.7 million in 2013, $5.2 million in 2014, and $5.2 million for years after 2014.

Shareholders’ equity

(a)

Stock incentive plans:

Effective on March 11, 2009, the Board of Directors of the Company adopted the SXC Health Solutions Corp. Long-Term Incentive Plan (“LTIP”), which was approved by the shareholders of the Company at the Annual and Special Meeting of Shareholders on May 13, 2009. The LTIP provides for the grant of stock option awards, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other stock-based awards to eligible persons, including executive officers and directors of the Company. The purpose of the LTIP is to advance the interests of the Company by attracting and retaining high caliber employees and other key individuals who perform services for the Company, a subsidiary or an affiliate; align the interests of the Company’s shareholders and recipients of awards under the LTIP by increasing the proprietary interest of such recipients in the Company’s growth and success; and motivate award recipients to act in the best long-term interest of the Company and its shareholders. The LTIP replaced the previous stock option plan, and no further grants or awards will be issued under the previous stock option plan. The LTIP provides for a maximum of 1,070,000 common shares of the Company to be issued in addition to the common shares that remained available for issuance under the previous stock option plan.

There were 1,326,467 stock options outstanding as of March 31, 2010 issued under the LTIP or the Company’s previous stock option plan.

(b)

Employee Stock Purchase Plan:

The Company maintains an Employee Stock Purchase Plan (“ESPP”) which allows eligible employees to withhold annually up to a maximum of 15% of their base salary, or $25,000, subject to IRS limitations, for the purchase of the Company’s common shares. Common shares will be purchased on the last day of each offering period at a discount of 5% of the fair market value of the common shares on such date. The aggregate number of common shares that may be issued under the ESPP may not exceed 100,000 common shares.

During the first quarter of 2009, the ESPP was amended so that the common shares available for purchase under the ESPP are drawn from reacquired common shares purchased on behalf of the Company in the open market. During the three months ended March 31, 2010 and 2009, there were 2,043 and 3,720 shares issued under the ESPP, respectively.

The ESPP is not considered compensatory as its purchase discount is not greater than 5%, the plan is available to substantially all employees, and the plan does not incorporate option features. Accordingly, no portion of the cost related to ESPP purchases is included in the Company’s stock-based compensation expense.

(c)

Outstanding shares and stock options:

At March 31, 2010, the Company had outstanding common shares of 30,318,618 and stock options outstanding of 1,326,467. At December 31, 2009, the Company had outstanding common shares of 30,057,281 and stock options outstanding of 1,532,664. As of March 31, 2010, stock options outstanding consisted of 286,573 options at a weighted-average exercise price of Canadian $11.14 and 1,039,894 options at a weighted-average exercise price of U.S. $21.80.

(d)

Restricted stock units:

During the three months ended March 31, 2010, the Company granted 55,860 time-based RSUs and 44,440 performance based RSUs to its employees and non-employee directors with a grant date fair value of $60.50 per share. At March 31, 2010, there were 205,477 time-based RSUs and 114,710 performance-based RSUs outstanding.

Time-based RSUs vest on a straight-line basis over a range of three to four years and performance-based RSUs cliff vest based upon reaching agreed upon three-year performance conditions.

Stock-based compensation

During the three-month periods ended March 31, 2010 and 2009, the Company recorded stock-based compensation expense of $1.3 million and $0.6 million, respectively. The Black-Scholes option-pricing model was used to estimate the fair value of the stock options at the grant date based on the following assumptions:


	Three months ended March 31,
	2010	2009

Total stock options granted	65,340	500
Volatility	48.50%	55.50%
Risk-free interest rate	2.36%-2.39%	1.96%
Expected life	4.5 years	4.5 years
Dividend yield	—	—
Weighted-average grant date fair value:	$25.77	$8.09

Segment information

The Company operates in two geographic areas as follows (in thousands):


	Three months ended March 31,
Revenue	2010		2009

United States	$	451,077	$	290,467
Canada		1,071		493

Total	$	452,148	$	290,960


Net assets	March 31, 2010		December 31, 2009

United States	$	310,101	$	286,003
Canada		172,299		172,491

Total	$	482,400	$	458,494

The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based upon revenue and gross profit. Financial information by segment is presented below (in thousands):


	Three months ended March 31,
	2010		2009

PBM:
Revenues	$	427,502	$	267,780
Cost of revenue	$	389,166	$	238,972

Gross profit	$	38,336	$	28,808

Total assets at March 31	$	437,994	$	298,875

HCIT:
Revenues	$	24,646	$	23,180
Cost of revenue	$	12,753	$	12,804

Gross profit	$	11,893	$	10,376

Total assets at March 31	$	251,489	$	136,823

Consolidated:
Revenues	$	452,148	$	290,960
Cost of revenue	$	401,919	$	251,776

Gross profit	$	50,229	$	39,184

Total assets at March 31	$	689,483	$	435,698

For the three-month period ended March 31, 2010, no one customer accounted for 10% or more of total revenues. For the three-month period ended March 31, 2009, one customer accounted for 15.0% of total revenues.

At March 31, 2010 and December 31, 2009, no one customer accounted for 10% or more of the outstanding accounts receivable balance.

Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2010 and 2009 was 32.5% and 27.1%, respectively. The effective tax rate increased during the three months ended March 31, 2010 compared to the same period in 2009, primarily due to the difference in the proportion of overall income among jurisdictions.

The Company and its subsidiaries file income tax returns in Canadian and U.S. federal jurisdictions, and various provincial, state and local jurisdictions. With a few exceptions, the Company is no longer subject to tax examinations by tax authorities for years prior to 2005.

10.

Commitments and Contingencies

From time to time in connection with its operations, the Company is named as a defendant in actions for damages and costs allegedly sustained by the plaintiffs. The Company has considered these proceedings and disputes in determining the necessity of any reserves for losses that are probable and reasonably estimable. In addition, various aspects of the Company’s business may subject it to litigation and liability for damages arising from errors in the processing of prescription drug claims, failure to meet performance measures within certain contracts relating to its services or its ability to obtain certain levels of discounts for rebates on prescription purchases from retail pharmacies and drug manufacturers or other actions or omissions. The Company’s recorded reserves are based on estimates developed with consideration given to the potential merits of claims or quantification of any performance obligations. The Company takes into account its history of claims, the limitations of any insurance coverage, advice from outside counsel, and management’s strategy with regard to the settlement or defense of such claims and obligations. While the ultimate outcome of those claims, lawsuits or performance obligations cannot be predicted with certainty, the Company believes, based on its understanding of the facts of these claims and performance obligations, that adequate provisions have been recorded in the consolidated financial statements where required.

The Company provides routine indemnification to its customers against liability if the Company’s products infringe on a third party’s intellectual property rights. The maximum amount of potential indemnification liability cannot be reasonably estimated due to its uncertain nature. Historically, the Company has not made payments related to these indemnification provisions.

During the routine course of securing new clients, the Company is sometimes required to provide payment and performance bonds to cover client transaction fees and any funds and pharmacy benefit claim payments provided by the client in the event that the Company does not perform its duties under the contract. The terms of these payment and performance bonds are typically one year in duration and may require renewals for the length of the contract period.

11.

Derivative Instruments and Fair Value

The Company used variable rate debt to assist in financing its acquisition of National Medical Health Card Systems, Inc. (“NMHC”) in 2008. Prior to extinguishing the variable rate debt in December 2009, the Company was subject to interest rate risk related to the variable rate debt. When interest rates increased, interest expense could increase. Conversely, when interest rates decreased, interest expense could also decrease.

To protect itself against the interest rate exposures, and pursuant to the terms of the Company’s $48 million credit agreement, the Company entered into interest rate contracts with notional amounts equal to 50% of the borrowed amount, or $24 million, for a three-year period from the date of issue. The Company entered into a 3-year interest rate swap agreement with a notional amount of $14 million to fix the LIBOR rate on $14 million of the term loan at 4.31%, resulting in an effective rate of 7.56% after adding the 3.25% margin per the credit agreement. Under the interest rate swap, the Company receives LIBOR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent to fixed-rate debt. Additionally, the Company entered into a 3-year interest rate cap with a notional amount of $10 million to effectively cap the LIBOR rate on $10 million of the term loan at 4.50%, resulting in a maximum effective rate of 7.75% after adding the 3.25% margin per the credit agreement, excluding the associated fees. These instruments were designated as cash flow hedges during 2008. After the Company repaid all of its long-term debt in the fourth quarter of 2009, the cash flow hedge treatment was discontinued as the future transactions that the interest rate contracts were hedging were no longer probable of occurring.

The two derivative instruments mentioned above were entered into to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rate of LIBOR, and to comply with the terms of the credit agreement.

As of March 31, 2010, the interest rate contract derivative instruments are “out of the money” and the Company is not currently exposed to any credit risk for amounts classified on the consolidated balance sheet should the counterparty in the agreement fail to meet its obligations under the agreement. The Company does not anticipate the instruments coming “out of the money” prior to their expiration in 2011. To manage credit risks, the Company selects counterparties based on credit assessments, limits overall exposure to any single counterparty, and monitors the market position with each counterparty. The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company does not enter into derivative instruments for any purpose other than hedging identified exposures. That is, the Company does not speculate using derivative instruments and has not designated any instruments as fair value hedges or hedges of the foreign currency exposure of a net investment in foreign operations.

Accounting guidance for fair value measurements defines a three-level hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, with level 1 considered the most reliable. For assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets, the table below categorizes fair value measurements across the three levels as of March 31, 2010 and December 31, 2009 (in thousands):

March 31, 2010

Quoted Prices in

Significant

Active Markets

Observable Inputs

Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

Total

Liabilities:

Interest Rate Contract Derivatives

—

642

—

642


	December 31, 2009
	Quoted Prices in		Significant		Significant
	Active Markets		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Corporate debt securities	$	—	$	2,490	$	—	$	2,490
Other short term investments	$	—	$	2,149	$	—	$	2,149
Liabilities:
Interest Rate Contract Derivatives	$	—	$	695	$	—	$	695

When available and appropriate, the Company uses quoted market prices in active markets to determine fair value, and classifies such items within Level 1. Level 1 values only include instruments traded on a public exchange. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data. If the Company were to use one or more significant unobservable inputs for a model-derived valuation, the resulting valuation would be classified in Level 3.

The Company has classified derivative liabilities as other noncurrent liabilities on the consolidated balance sheets. The interest rate contract derivatives fair values are derived from calculations using observable interest rate inputs from a financial institution. The notional amounts of the interest rate contracts are noted previously in this footnote. The total fair value adjustment for the interest rate contract derivatives was $0.1 million for the three months ended March 31, 2010, which was recognized as other expense in the consolidated statement of operations. During the three months ended March 31, 2009, the Company was still applying hedge accounting to the interest rate contract derivatives, and accordingly reclassified $0.1 million into interest expense from accumulated other comprehensive income for the effective portion of the loss on the interest rate contracts.

The corporate debt securities are recorded in short-term investments in the consolidated balance sheet at December 31, 2009; the Company did not hold any corporate debt securities as of March 31, 2010. The fair values of these securities were based on quoted market prices for the specific securities held based on a matrix of valuations received from several pricing sources. Other short-term investments represent certificates of deposits and treasury bills that mature in over 90 days. These are recorded in short-term investments in the consolidated balance sheet at December 31, 2009; the Company did not hold these securities as of March 31, 2010. The fair values of the other short-term investments are based on quoted market prices for the specific securities held based on a matrix of valuations received from several pricing sources. The amortized cost for the debt securities and other short-term investments was $4.6 million as of December 31, 2009.


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

The following discussion should be read in conjunction with the Management’s Discussion and Analysis (“MD&A”) section of the Company’s 2009 Annual Report on Form 10-K. Results of the interim periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

Caution Concerning Forward-Looking Statements

Certain information in this MD&A, in various filings with regulators, in reports to shareholders and in other communications is forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, amongst others, information with respect to the Company’s objectives and the strategies to achieve those objectives, as well as information with respect to the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include, but may not be limited to, the ability of the Company to adequately address: the risks associated with further market acceptance of the Company’s products and services; its ability to manage its growth effectively; its reliance on and ability to retain key customers and key personnel; industry conditions such as consolidation of customers, competitors and acquisition targets; the Company’s ability to acquire a company and manage integration and potential dilution associated therewith; the impact of technology changes on its products/service offerings, including impact on the intellectual property rights of others; the effects of regulatory and legislative changes in the healthcare industry; and the sufficiency and fluctuations of its liquidity and capital needs.

When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. In making the forward-looking statements contained in this MD&A, the Company does not assume any significant acquisitions, dispositions or one-time items. It does assume, however, the renewal of certain customer contracts. Every year, the Company has major customer contracts that come up for renewal. In addition, the Company also assumes new customer contracts. In this regard, the Company is pursuing large opportunities that present a very long and complex sales cycle which substantially affects its forecasting abilities. The Company has assumed certain timing for the realization of these opportunities which it thinks is reasonable but which may not be achieved. Furthermore, the pursuit of these larger opportunities does not ensure a linear progression of revenue and earnings since they may involve significant up-front costs followed by renewals and cancellations of existing contracts. The Company has assumed certain revenues which may not be realized. The Company has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. The foregoing list of factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. For additional information with respect to certain of these and other factors, refer to the risks and uncertainties section of Item 1A of the Company’s 2009 Annual Report on Form 10-K.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS MD&A REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

Overview

PBM Business

The Company provides comprehensive PBM services to customers, which include managed care organizations, local governments, unions, corporations, HMOs, employers, workers’ compensation plans, third party health care plan administrators, and federal and state government programs through its network of licensed pharmacies throughout the United States. The PBM services include electronic point-of-sale pharmacy claims management, retail pharmacy network management, mail service pharmacy, specialty pharmacy, Medicare Part D services, benefit design consultation, preferred drug management programs, drug review and analysis, consulting services, data access and reporting and information analysis. The Company owns a mail service pharmacy (“Mail Service”) and a specialty service pharmacy (“Specialty Service”). In addition, the Company is a national provider of drug benefits to its customers under the federal government’s Medicare Part D program.

Revenue primarily consists of sales of prescription drugs, together with any associated administrative fees, to customers and participants, either through the Company’s nationwide network of retail pharmacies, Mail Service pharmacy or Specialty Service pharmacy. Revenue related to the sales of prescription drugs is recognized when the claims are adjudicated and the prescription drugs are shipped. Claims are adjudicated at the point-of-sale using an on-line processing system. Profitability of the PBM segment is largely dependent on the volume and type of prescription drug claims adjudicated and sold. Growth in revenue and profitability of the PBM segment is dependent upon attracting new customers, retaining the Company’s current customers, and providing additional services to the Company’s current customer base by offering a flexible and cost-effective alternative to traditional PBM offerings. The Company’s PBM offerings allow its customers to gain increased control of their pharmacy benefit dollars and maximize cost savings and quality of care through a full range of pharmacy spend management services, including: formulary administration, benefit plan design and management, pharmacy network management, drug utilization review, clinical services and consulting, reporting and information analysis solutions, mail services and specialty pharmacy, and consumer web services.

Under the Company’s customer contracts, the pharmacy is solely obligated to collect the co-payments from the participants. As such, the Company does not include participant co-payments to retail pharmacies in revenue or cost of revenue. If these amounts were included in revenue and cost of revenue, operating income and net income would not have been affected.

The Company evaluates customer contracts to determine whether it acts as a principal or as an agent in the fulfillment of prescriptions through its retail pharmacy network. The Company acts as a principal in most of its transactions with customers and revenue is recognized at the prescription price (ingredient cost plus dispensing fee) negotiated with customers, plus an administrative fee, if applicable (“gross reporting”). Gross reporting is appropriate when the Company (i) has separate contractual relationships with customers and with pharmacies, (ii) is responsible to validate and manage a claim through the claims adjudication process, (iii) commits to set prescription prices for the pharmacy, including instructing the pharmacy as to how that price is to be settled (co-payment requirements), (iv) manages the overall prescription drug relationship with the patients, who are participants of customers’ plans, and (v) has credit risk for the price due from the customer. In instances where the Company merely administers a customer’s network pharmacy contract to which the Company is not a party and under which the Company does not assume pricing risk and credit risk, among other factors, the Company only records an administrative fee as revenue. For these customers, the Company earns an administrative fee for collecting payments from the customer and remitting the corresponding amount to the pharmacies in the customer’s network. In these transactions, the Company acts as an agent for the customer. As the Company is not the principal in these transactions, the drug ingredient cost is not included in revenue or in cost of revenue (“net reporting”). As such, there is no impact to gross profit based upon whether gross or net reporting is used.

HCIT Business

The Company is also a leading provider of HCIT solutions and services to providers, payors, and other participants in the pharmaceutical supply chain in North America. The Company’s product offerings include a wide range of software products for managing prescription drug programs and for drug prescribing and dispensing. The Company’s solutions are available on a license basis with on-going maintenance and support or on a transaction fee basis using an ASP model. The Company’s payor customers include managed care organizations, Blue Cross Blue Shield organizations, government agencies, employers and intermediaries such as pharmacy benefit managers. The solutions offered by the Company’s services assist both payors and providers in managing the complexity and reducing the cost of their prescription drug programs and dispensing activities.

Profitability of the HCIT business depends primarily on revenue derived from transaction processing services, software license sales, hardware sales, maintenance, and professional services. Recurring revenue remains a cornerstone of the Company’s business model and consists of transaction processing services and maintenance. Growth in revenue from recurring sources has been driven primarily by growth in the Company’s transaction processing business in the form of claims processing for its payor customers and switching services for its provider customers. Through the Company’s transaction processing business, where the Company is generally paid based on the volume of transactions processed, the Company continues to benefit from the growth in pharmaceutical drug use in the United States. The Company believes that aging demographics and increased use of prescription drugs will continue to generate demand in the transaction processing business. In addition to benefiting from this industry growth, the Company continues to focus on increasing recurring revenue in the transaction processing area by adding new transaction processing customers to its existing customer base. The recognition of revenue in the HCIT business depends on various factors including the type of service provided, contract parameters, and any undelivered elements.

Operating Expenses

The Company’s operating expenses primarily consist of cost of revenue, product development costs, selling, general and administrative (“SG&A”) costs, depreciation, and amortization. Cost of revenue includes the costs of drugs dispensed as well as costs related to the products and services provided to customers and costs associated with the operation and maintenance of the transaction processing centers. These costs include salaries and related expenses for professional services personnel, transaction processing centers’ personnel, customer support personnel, any hardware or equipment sold to customers and depreciation expense related to data center operations. Product development costs consist of staffing expenses to produce enhancements and new initiatives. SG&A costs relate to selling expenses, commissions, marketing, network administration and administrative costs, including legal, accounting, investor relations and corporate development costs. Depreciation expense relates to the depreciation of property and equipment used by the Company. Amortization expense relates to definite-lived intangible assets from business acquisitions.

Industry Overview

The PBM industry is intensely competitive, generally resulting in continuous pressure on gross profit as a percentage of total revenue. In recent years, industry consolidation and dramatic growth in managed healthcare have led to increasingly aggressive pricing of PBM services. Given the pressure on all parties to reduce healthcare costs, the Company expects this competitive environment to continue for the foreseeable future. In order to remain competitive, the Company looks to continue to drive purchasing efficiencies of pharmaceuticals to improve operating margins, and target the acquisition of other businesses to achieve its strategy of expanding its product offerings and customer base. The Company also looks to retain and expand its customer base by improving the quality of service provided by enhancing its solutions and lowering the total drug spend for customers.

The HCIT industry is increasingly competitive as technologies continue to advance and new products continue to emerge. This rapidly developing industry requires the Company to perpetually improve its offerings to meet customer’s rising product standards. Recent governmental stimulus initiatives to improve the country’s electronic health records should assist the growth of the industry, but it may also increase competition as more players enter the expanding market.

The complicated environment in which the Company operates presents it with opportunities, challenges, and risks. The Company’s clients are paramount to its success; the retention of existing and winning of new clients and members poses the greatest opportunity, and the loss thereof represents an ongoing risk. The preservation of the Company’s relationships with pharmaceutical manufacturers and retail pharmacies is very important to the execution of its business strategies. The Company’s future success will hinge on its ability to drive mail volume and increase generic dispensing rates in light of the significant brand-name drug patent expirations expected to occur over the next several years. The Company’s ability to continue to provide innovative and competitive clinical and other services to clients and patients, including the Company’s active participation in the Medicare Part D benefit and the rapidly growing specialty pharmacy industry, also plays an important part in the Company’s future success.

The frequency with which the Company’s customer contracts come up for renewal, and the potential for one of the Company’s larger customers to terminate, or elect not to renew, its existing contract with the Company, create the risk that the Company’s results of operations may be volatile. The Company’s customer contracts generally do not have terms longer than three years and, in some cases, are terminable by the customer on relatively short notice. The Company’s larger customers generally seek bids from other PBM providers in advance of the expiration of their contracts. If existing customers elect not to renew their contracts at the same service levels previously provided with the Company at the expiration of the current terms of those contracts, and in particular if one of the Company’s largest customers elects not to renew, the Company’s recurring revenue base will be reduced and results of operations will be adversely affected.

The Company operates in a competitive environment where clients and other payors seek to control the growth in the cost of providing prescription drug benefits. The Company’s business model is designed to reduce the level of drug cost. The Company helps manage drug cost primarily by its programs designed to maximize the substitution of expensive brand drugs with equivalent but much lower cost generic drugs, obtaining competitive discounts from suppliers, securing rebates from pharmaceutical manufacturers and third party rebate administrators, securing discounts from retail pharmacies, applying the Company’s sophisticated clinical programs, and efficiently administering prescriptions dispensed through the Company’s Mail Service and Specialty Service pharmacies.

Various aspects of the Company’s business are governed by federal and state laws and regulations, and because sanctions may be imposed for violations of these laws, compliance is a significant operational requirement. The Company believes it is in substantial compliance with all existing legal requirements material to the operation of its business. There are, however, significant uncertainties involving the application of many of these legal requirements to its business.

The recently passed U.S. health care reform bill could provide drug coverage for 20 to 40 million people in the form of expanded Medicaid coverage. The Company is active in this market and believes that expansion could create growth opportunities. In addition, the reform bill provides a pathway for follow-on biologic development, giving more cost effective generic options to clients and the potential opportunity for margin expansion for the Company. As many aspects of the reform bill do not go into effect for several years, the Company cannot predict the overall impact the legislation will have on the Company’s financial results. In addition, there are numerous proposed health care laws and regulations at the federal and state levels, many of which could adversely affect the Company’s business, results of operations and financial condition. The Company is unable to predict what additional federal or state legislation or regulatory initiatives may be enacted in the future relating to its business or the health care industry in general, or what effect any such legislation or regulations might have on it. The Company also cannot provide any assurance that federal or state governments will not impose additional restrictions or adopt interpretations of existing laws or regulations that could have a material adverse effect on its business or financial performance.

Competitive Strengths

The Company has demonstrated its ability to serve a broad range of clients from large managed care organizations and state governments to employer groups with fewer than a thousand members. The Company believes its principal competitive strengths are:

Flexible, customized and independent services: The Company believes a key differentiator between itself and its competitors is not only the Company’s ability to provide innovative PBM services, but also to deliver these services on an à la carte basis. The informedRx suite offers the flexibility of broad product choice along the entire PBM continuum, enabling enhanced customer control, solutions tailored to the Company’s customers’ specific requirements, and flexible pricing. The market for the Company’s products is divided between large customers that have the sophisticated technology infrastructure and staff required to operate a 24-hour data center and other customers that are not able or willing to operate these sophisticated systems.

The Company’s business model allows its large customers to license the Company’s products and operate the Company’s systems themselves (with or without taking advantage of the Company’s significant customization, consulting and systems implementation services) and allows its other customers to utilize the Company’s systems’ capabilities on a fee-per-transaction or subscription basis through ASP processing from the Company’s data center.

Leading technology and platform: The Company’s technology is robust, scaleable, and web-enabled. The Company’s payor offerings efficiently supported over 400 million transactions in 2009. The platform is able to instantly cross-check multiple processes, such as reviewing claim eligibility and adverse drug reaction and properly calculating member, pharmacy and payor payments. The Company’s technology is built on flexible, database-driven rule sets and broad functionality applicable for most any type of business. The Company believes it has one of the most comprehensive claims processing platforms in the market.

The Company’s technology platform allows it to provide more comprehensive PBM services through informedRx by offering customers a selection of services to choose from to meet their unique needs versus requiring them to accept a one-size-fits-all solution. The Company believes this à la carte offering is a key differentiator from its competitors.

Measurable cost savings for customers: The Company provides its customers with increased control over prescription drug costs and drug benefit programs. The Company’s pricing model and flexible product offerings are designed to deliver measurable cost savings to the Company’s customers. The Company believes its pricing model is a key differentiator from its competitors for the Company’s customers who want to gain control of their prescription drug costs. For example, the Company’s pharmacy network contracts and manufacturer rebate agreements are made available by the Company to each customer. For customers who select the Company’s pharmacy network and manufacturer rebate services on a fixed fee per transaction basis, there is clarity to the rebates and other fees payable to the client. The Company believes that its pricing model together with the flexibility to select from a broad range of customizable services helps customers realize measurable results and cost savings.

Selected financial highlights for the three months ended March 31, 2010 compared to the same period in 2009

Selected financial highlights for the three months ended March 31, 2010 and 2009 are noted below:

•

Total revenue in the three months ended March 31, 2010 was $452.1 million as compared to $291.0 million for the same period in 2009. The increase is largely attributable to an increase in PBM revenue of $159.7 million compared to 2009. PBM revenues increased primarily due to growth in the customer base throughout 2009 and into 2010. The increased customer base was complemented by additional services sold to existing customers.

•

Operating income increased $11.5 million or 104.9% in for the first quarter of 2010 to $22.4 million as compared to $10.9 million for the same period in 2009. This increase was driven by increased gross profits from operations coupled with a decrease in operating expenses as compared to the same period in 2009.

•

The Company reported net income of $14.8 million, or $0.48 per share (fully-diluted), for the three months ended March 31, 2010, compared to $7.7 million, or $0.31 per share (fully-diluted), for the same period in 2009. The increase is driven by higher gross profit attributable to an increase in PBM revenues, operating cost savings from synergies obtained after the successful integration of NMHC, and lower interest expense due to extinguishing the Company’s long-term debt in December 2009. These increases are partially offset by increases in cost of revenues and income taxes.

•

On March 4, 2010, the Company announced a new agreement with HealthSpring Inc. pursuant to which the Company’s informedRx subsidiary will provide HealthSpring with its full suite of PBM services, managing significant drug spend. The initial term of the agreement is three years with provisions for two additional one-year extensions. HealthSpring will deploy mail and specialty pharmacy services beginning in 2010, with implementation of the full PBM services on January 1, 2011. For financial statement reporting purposes with respect to the agreement, because of the size of this agreement, the Company expects that margins related to this agreement will be materially lower than historical margins.

Results of Operations

Three months ended March 31, 2010 as compared to the three months ended March 31, 2009


	Three months ended
	March 31,
In thousands, except per share data	2010		2009
Revenue	$	452,148	$	290,960
Cost of revenue		401,919		251,776

Gross profit		50,229		39,184
Product development costs		3,073		3,163
SG&A		21,308		20,797
Depreciation of property and equipment		1,481		1,482
Amortization of intangible assets		1,995		2,825

Operating income		22,372		10,917
Interest expense, net		245		710
Other expense (income), net		198		(325	)

Income before income taxes		21,929		10,532
Income tax expense		7,137		2,850

Net income	$	14,792	$	7,682

Diluted earnings per share	$	0.48	$	0.31

Revenue

Revenue increased $161.2 million to $452.1 million for the three months ended March 31, 2010, primarily due to new customer starts as of January 1, 2010, as well as other customers added during 2009. Revenues have also increased as compared to the same period in 2009 due to an increase in PBM services sold to several HCIT customers during the second half of 2009 and the first quarter of 2010. As a result of the additional services contracted, these customers moved from the HCIT segment to the PBM segment. Overall, these changes are a result of synergies between the HCIT and PBM segments which have allowed the Company to focus on offering a broader array of products and services to the Company’s customers. The Company will continue to leverage these synergies with the goal of providing incremental revenue opportunities.

Cost of Revenue

Cost of revenue increased $150.1 million to $401.9 million for the three months ended March 31, 2010, primarily due to increased PBM transaction volumes in 2010 driven by the increased customer base. Cost of revenue in the PBM segment relates to the actual cost of the prescription drugs sold. Costs of revenue have increased in line with the increase in PBM revenues which are driven by prescription drugs sold.

Gross Profit

Gross profit increased $11.0 million to $50.2 million for the three months ended March 31, 2010, mostly due to increased margins earned from incremental PBM revenues as compared to the same period in 2009. Gross margin as a percentage of revenue has decreased from 13.5% of revenue to 11.1% of revenue due to the increase in PBM revenues and costs. PBM revenues carry a lower margin percentage as compared to HCIT revenues. As PBM revenues grow as a percentage of the Company’s total revenue, gross margin as a percentage of revenue may decrease.

Product Development Costs

Product development costs for the three months ended March 31, 2010 were $3.1 million compared to $3.2 million for the three months ended March 31, 2009. Product development continues to be a key focus of the Company as it continues to pursue enhancements of existing products, as well as the development of new offerings, to support its market expansion.

SG&A Costs

SG&A costs for the three months ended March 31, 2010 were $21.3 million compared to $20.8 million for the three months ended March 31, 2009. SG&A costs consist primarily of employee costs in addition to professional services costs, facilities and costs not related to cost of revenue. SG&A costs also include stock-based compensation cost of $1.0 million and $0.4 million for the three months ended March 31, 2010 and 2009, respectively. As the Company focused on controlling its costs throughout 2009 and into 2010, it was able to keep SG&A costs flat during the current period as compared to the same period in 2009, excluding those costs attributable to stock-based compensation. The increase in stock-based compensation during the three months ended March 31, 2010 as compared to the same period in 2009 is due to additional awards granted, and an increase in the value of those awards granted to the Company’s employees during the second half of 2009 and the first quarter of 2010. The increase in the stock-based compensation valuations are directly attributable to the increase in the market value of the Company’s common shares.

Depreciation

Depreciation expense relates to property and equipment used in all areas of the Company except for those depreciable assets directly related to the generation of revenue, which is included in the cost of revenue in the consolidated statements of operations. Depreciation expense was $1.5 million for the three-month periods ended March 31, 2010 and 2009. The expense remained flat due to new asset purchases in 2010 and 2009 to expand the Company’s data centers and information technology network capacity being offset by assets which reached full depreciation at the end of 2009 and beginning of 2010.

Amortization

Amortization expense for the three months ended March 31, 2010 and 2009 was $2.0 million and $2.8 million, respectively. Amortization expense has decreased due to the amortization methodology for the intangible assets attained from the NMHC acquisition. These intangible assets are amortized in line with their estimated future economic benefits, which for certain assets is greater at the beginning of their life versus the end. Accordingly, over time amortization will decrease. Amortization expense on all the Company’s intangible assets is expected to be approximately $5.9 million for the remainder of 2010. Refer to Note 5-Goodwill and Other Intangible Assets in the notes to these unaudited consolidated financial statements for more information on amortization expected in future years.

Interest Income and Expense

Interest income decreased $0.1 million for the three months ended March 31, 2010 as compared to the same period in 2009, due primarily to lower interest rates. Interest expense decreased to $0.4 million for the three months ended March 31, 2010 from $1.0 million in the same period in 2009 primarily due to the Company extinguishing its long-term debt in December 2009.

Income Taxes

The Company recognized income tax expense of $7.1 million for the three months ended March 31, 2010, representing an effective tax rate of 32.5%, compared to a $2.9 million income tax expense, representing an effective tax rate of 27.1%, for the same period in 2009. The effective tax rate increased during the three months ended March 31, 2010 compared to the same period in 2009, primarily due to the difference in the proportion of overall income among jurisdictions.

Net Income

The Company reported net income of $14.8 million for the three months ended March 31, 2010, or $0.48 per share (fully-diluted), compared to $7.7 million, or $0.31 per share (fully-diluted), for the three months ended March 31, 2009.

Segment Analysis

The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based on revenue and gross profit. A reconciliation of the Company’s business segments to the consolidated financial statements for the three months ended March 31, 2010 and 2009 is as follows (in thousands):


	PBM						HCIT						Consolidated
	2010			2009			2010			2009			2010			2009
Revenue	$	427,502		$	267,780		$	24,646		$	23,180		$	452,148		$	290,960
Cost of revenue		389,166			238,972			12,753			12,804			401,919			251,776

Gross profit	$	38,336		$	28,808		$	11,893		$	10,376		$	50,229		$	39,184
Gross profit %		9.0	%		10.8	%		48.3	%		44.8	%		11.1	%		13.5	%

PBM

Revenue was $427.5 million for the three months ended March 31, 2010, an increase of $159.7 million compared to the same period in 2009. The increase in revenue is primarily due to new customer starts as of January 1, 2010, as well as other customers added during 2009. Revenues have also increased as compared to the same period in 2009 due to an increase in PBM services sold to several HCIT customers during the second half of 2009 and the first quarter of 2010. Due to the additional services provided, these customers moved from the HCIT segment to the PBM segment.

For the three months ended March 31, 2010 and 2009, there were $4.8 million and $2.9 million of co-payments, respectively, included in revenue related to prescriptions filled at the Company’s Mail and Specialty Service pharmacies. Co-payments retained by retail pharmacies on prescriptions filled for participants are not included in revenue for the respective periods. Under customer contracts, the pharmacy is solely obligated to collect the co-payments from the participants and as such, the Company does not assume liability for participant co-payments in retail pharmacy transactions. Therefore, the Company does not include participant co-payments to retail pharmacies in revenue or cost of revenue.

Cost of revenue was $389.2 million for the three months ended March 31, 2010 compared to $239.0 million for the same period in 2009. Cost of revenue has increased in line with the increase in PBM revenues, and is predominantly comprised of the cost of prescription drugs. As a percentage of revenue, cost of revenue was 91.0% and 89.2% for the three months ended March 31, 2010 and 2009, respectively. The increase in the cost of revenue as a percentage of revenue was due to lower margins earned on new customer additions later in 2009 and the first quarter of 2010. Generally, new customer additions come in at lower margins due to costs incurred to bring in the new business. This was partially offset by the increased use of lower cost generic drugs. Generic drug usage continues to be a focus of the industry, and the Company, to help drive down health care costs. The Company will continue to seek opportunities for increased generic prescription drug usage to help reduce overall prescription drug costs to the Company and its customers.

Gross profit was $38.3 million for the three months ended March 31, 2010 compared to $28.8 million for the same period in 2009. Gross profit increased due to the larger customer base in the first quarter of 2010 versus the same period in 2009. Gross profit margin was 9.0% and 10.8% for the three months ended March 31, 2010 and 2009, respectively.

HCIT

HCIT revenue consists of transaction processing, professional services, system sales, and maintenance contracts on system sales. Total HCIT revenue increased $1.5 million for the three months ended March 31, 2010 as compared to the same period in 2009, driven by an increase in transaction processing revenue. Transaction processing revenue, which consists of claims processing, increased $1.6 million, or 11.3%, to $15.3 million for the three months ended March 31, 2010 compared to $13.7 million for the same period in 2009. The increase was due primarily to the launch of new contracts during 2010 and 2009 as well as increased volumes on existing customers. The increase in transaction processing revenue was offset by a decrease in revenue generated from HCIT customers who moved to the PBM segment in the second half of 2009 and first quarter of 2010. As discussed previously, these customers moved to the PBM segment due to additional services and changes in the nature of the services provided. Revenue from the other HCIT revenue components during the three months ended March 31, 2010 was consistent with revenues in the corresponding period of 2009.

Professional services revenue is derived from providing support projects for both system sales and transaction processing clients, on an as-needed basis. This revenue is dependent on customers initiating new projects and system enhancements which require the Company to assist them on both a fixed bid and time and materials basis.

System sales are derived from license upgrades and additional applications for existing and new clients, as well as software and hardware sales to pharmacies that purchase the Company’s pharmacy system. Maintenance revenue is generated from maintenance services provided on related system or license sales. These revenue streams are dependent on the Company acquiring new customers or selling license upgrades or additional applications to existing customers and such revenue streams will fluctuate accordingly as new customers are added, or license upgrades and additional applications are sold to existing customers.

Cost of Revenue: Cost of revenue was $12.8 million for the three months ended March 31, 2010 and 2009. Cost of revenue includes depreciation expense of $0.6 million for the three months ended March 31, 2010 and $0.5 million for the same period in 2009. Cost of revenue remained flat during 2010 versus 2009 as a large portion of HCIT cost of revenue is fixed in nature and does not generally change in line with the revenues.

Gross Profit: Gross profit margin was 48.3% for the three months ended March 31, 2010 compared to 44.8% for the three months ended March 31, 2009. Gross profit margin increased for the three months ended March 31, 2010, compared to the same period in 2009, due to the increasing transaction processing revenues that are able to leverage a fixed cost base. As revenues from transaction processing grow, associated costs generally do not grow proportionally. Driven by the increased transaction processing revenues, gross profit increased $1.5 million to $11.9 million for the three months ended March 31, 2010 as compared to $10.4 million for the same period in 2009.

Liquidity and Capital Resources

The Company’s sources of liquidity have primarily been cash provided by operating activities, proceeds from its public offerings, and proceeds from credit facilities. The Company’s principal uses of cash have been to fund working capital, finance capital expenditures, satisfy contractual obligations, and to meet acquisition and investment needs. The Company anticipates that these uses will continue to be the principal demands on cash in the future.

At March 31, 2010 and December 31, 2009, the Company had cash and cash equivalents totalling $313.2 million and $304.4 million, respectively. The Company believes that its cash on hand, together with cash generated from operating activities will be sufficient to support planned operations for the foreseeable future. At March 31, 2010, cash and cash equivalents consist of cash on hand, deposits in banks, and bank term deposits with original maturities of 90 days or less. During the first quarter of 2010, the Company repositioned its funds previously placed in money market funds and moved the funds into cash on deposit accounts. The Company assessed that it would earn a greater return from cash on deposit accounts due to the historically low rates currently paid on the U.S money market funds. Further, the Company reduced expenses by moving the funds to cash on deposit accounts as the fees charged for those accounts are lower than the U.S. money market fund accounts.

As of March 31, 2010, all of the Company’s cash and cash equivalents were exposed to market risks, primarily changes in U.S. interest rates. Declines in interest rates over time would reduce interest income related to these balances.

Consolidated Balance Sheets

Selected balance sheet highlights at March 31, 2010 are as follows:

•

Cash and cash-equivalents totaled $313.2 million, up $8.8 million from $304.4 million at December 31, 2009. The Company’s cash is primarily held in deposit accounts with major financial institutions with high credit ratings.

•

Restricted cash totaling $14.3 million relates to cash balances required to be maintained in accordance with various state statutes, contractual terms with customers and other customer restrictions related to the PBM business. The Company continues to monitor changes in balance requirements that may release restrictions and allow the funds to be used for general corporate purposes.

•

Rebates receivable of $32.1 million relate to billed and unbilled PBM receivables from pharmaceutical manufacturers and third party administrators in connection with the administration of the rebate program where the Company is the principal contracting party. The receivable and related payables are based on estimates, which are subject to final settlement. Rebates receivable increased $14.5 million from $17.6 million at December 31, 2009, due primarily to increased rebates volumes driven by increased prescription drug sales transactions, as well as an increase in the amount paid per rebate transaction due to renegotiated contract terms with pharmaceutical manufacturers and third party administrators.

•

The Company’s inventory balance of $8.2 million consists predominately of prescription drugs and medical supplies at its Mail Service and Specialty Service pharmacies. Changes in the inventory balance from period to period are caused by some seasonality in certain products, taking advantage of buying opportunities and changing inventory levels to properly support sales.

•

Customer deposits payable of $15.5 million relate to deposits required by the Company from certain customers in order to satisfy liabilities incurred on the customer’s behalf for the adjudication of pharmacy claims, and is related to the restricted cash balances outlined above.

•

Pharmacy benefit management rebates payable represents amounts owed to customers for rebates from pharmaceutical manufacturers and third party administrators where the Company administers the rebate program on the customer’s behalf, and the Company is the principal contracting party. The payables are based on estimates, which are subject to final settlement. Pharmacy benefit management rebates payable increased $12.0 million to $58.6 from $46.6 million at December 31, 2009 due to increased rebate volumes driven by increased prescription drug sales transactions. The rebate amounts payable are also higher due to an increase in the amount of rebates received per rebate transaction as a result of renegotiated contract terms with pharmaceutical manufacturers and third party administrators. As the amount of rebates receivable increases, the amounts due to our customers will also increase.

•

Pharmacy benefit claim payments payable of $64.0 million predominantly relates to amounts owed to retail pharmacies for prescription drug costs and dispensing fees in connection with prescriptions dispensed by the retail pharmacies to the Company’s customers when the Company is the principal contracting party with the pharmacy.

•

Accrued liabilities decreased $6.1 million to $24.7 million at March 31, 2010 from $30.8 million at December 31, 2009 due primarily to payments made to customers in relation to contract performance guarantees and payments made related to assumed liabilities from to the NMHC acquisition.

•

Salaries and wages payable decreased $4.6 million to $7.7 million at March 31, 2010 as compared to $12.3 million at December 31, 2009 due to timing of payroll payments relative to the period end. Salaries and wages payable will fluctuate based on timing of period end relative to the Company’s pay cycles. Pay cycles that fall closer to the end of a period will cause the salaries and wages payable account to decrease; whereas, when the pay cycle falls further from the period end, the balance will be higher.

Cash flows from operating activities:

For the three months ended March 31, 2010, the Company used $2.7 million of cash through its operations. Cash used by operating activities has decreased as compared to the same period in 2009 mainly due to increased accounts receivable driven by increased revenues of the Company as well as an increase in rebates receivable due to the higher rebate volumes. Cash from operations consisted of net income of $14.8 million adjusted for $4.1 million in depreciation and amortization, $1.3 million in stock-based compensation expense, an increase in deferred revenue of $1.4 million driven by up front payments for professional services contracts, an increase in rebates payable of $12.0 million and an increase in pharmacy claims payable of $2.3 million. These were offset by an increase in rebates receivable of $14.5 million, an increase of accounts receivable of $11.3 million, a reduction of accrued liabilities of $10.7 million, a decrease in accounts payable of $2.4 million, and a $4.1 million tax benefit from option exercises.

Changes in the Company’s cash from operations results primarily from increased gross profits and the timing of payments on its accounts receivable, rebates receivable, and the payment or processing of its various accounts payable and accrued liabilities. The Company continually monitors its balance of trade accounts receivable and devotes ample resources to collection efforts on those balances. Rebates receivable and the related payable are primarily estimates based on claims submitted. Rebates are typically paid to customers on a quarterly basis upon receipt of the billed funds from the third-party rebate administrators and pharmaceutical manufacturers. The timing of the payments to customers and collections from third-party rebate administrators and pharmaceutical manufacturers on rebates causes fluctuations on the balance sheet, as well as in the Company’s cash from operating activities.

Changes in non-cash items such as depreciation and amortization are caused by the purchase and acquisition of capital and intangible assets. In addition, as assets become fully depreciated or amortized, the related expenses will decrease.

Changes in operating assets and liabilities, as well as non-cash items related to income taxes, will fluctuate based on working capital requirements and the tax provision, which is determined by examining taxes actually paid or owed, as well as amounts expected to be paid or owed in the future.

For the three months ended March 31, 2009, the Company generated $11.8 million of cash through its operations. Cash from operations consisted of net income of $7.7 million adjusted for $4.8 million in depreciation and amortization, $0.6 million in stock-based compensation expense, a reduction of rebates receivable of $5.7 million, an increase in deferred revenue of $3.2 million, an increase in rebates payable of $2.5 million and an increase in customer deposits of $2.2 million. These were partially offset by a reduction of accrued liabilities of $8.6 million, an increase in accounts receivable of $3.9 million, a reduction in accounts payable of $1.2 million and an increase in restricted cash of $1.1 million.

Cash flows from investing activities

For the three months ended March 31, 2010, the Company provided $3.7 million of cash for investing activities, which consisted primarily of $6.8 million from the sale of short term investments, offset by $2.2 million in purchases of short-term investments. The Company sold all the short-term investments it held during the first quarter of 2010 and moved those funds into cash on deposit accounts. The Company also used $1.0 million for purchases of property and equipment to support increased transaction volume.

As the Company grows, it continues to purchase capital assets to support increases in network capacity and personnel. The Company monitors and budgets these costs to ensure the expenditures aid in its strategic growth plan.

For the three months ended March 31, 2009, the Company used $3.5 million of cash for investing activities, which consisted primarily of the purchases of property and equipment to support increased transaction volume.

Cash flows from financing activities

For the three months ended March 31, 2010, the Company generated $7.8 million of cash from financing activities, which mainly consisted of proceeds from the exercise of stock options of $3.8 million and a $4.1 million tax benefit on the exercise of stock options.

Cash flows from financing activities generally fluctuate based on the timing of option exercises by the Company’s employees, which are affected by market prices, vesting dates and expiration dates.

For the three months ended March 31, 2009, the Company generated $3.8 million of cash from financing activities, which consisted of exercise of stock options of $2.3 million and a $1.6 million tax benefit on the exercise of stock options, partially offset by repayments of long-term debt of $0.1 million.

Future Capital Requirements

The Company’s future capital requirements depend on many factors, including its product development programs and data center operations. The Company expects to fund its operating and working capital needs and business growth requirements through cash flow from operations and its cash and cash equivalents on hand. The Company expects that purchases of property and equipment will remain consistent with prior years. The Company cannot provide assurance that its actual cash requirements will not be greater than expected as of the date of this report. In order to meet business growth goals, the Company will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services and technologies, which might impact liquidity requirements or cause the issuance of additional equity or debt securities. Any issuance of additional equity or debt securities may result in dilution to shareholders, and the Company cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to the Company, or at all.

If sources of liquidity are not available or if it cannot generate sufficient cash flow from operations during the next twelve months, the Company might be required to obtain additional funds through operating improvements, capital markets transactions, asset sales or financing from third parties or a combination thereof. The Company cannot provide assurance that these additional sources of funds will be available or, if available, will be available on terms acceptable to the Company.

If adequate funds are not available, the Company may have to substantially reduce or eliminate expenditures for marketing, research and development, and testing of proposed products, or obtain funds through arrangements with partners that require the Company to relinquish rights to certain of its technologies or products. There can be no assurance that the Company will be able to raise additional capital if its capital resources are exhausted. A lack of liquidity and an inability to raise capital when needed may have a material adverse impact on the Company’s ability to continue its operations or expand its business.

Contingencies

From time to time in connection with its operations, the Company is named as a defendant in actions for damages and costs allegedly sustained by the plaintiffs. The Company has considered these proceedings and disputes in determining the necessity of any reserves for losses that are probable and reasonably estimable. In addition, various aspects of the Company’s business may subject it to litigation and liability for damages arising from errors in processing prescription drug claims, failure to meet performance measures within certain contracts relating to its services or its ability to obtain certain levels of discounts or rebates on prescription purchases from retail pharmacies and drug manufacturers, or other actions or omissions. The Company’s recorded reserves are based on estimates developed with consideration given to the potential merits of claims or quantification of any performance obligations. The Company takes into account its history of claims, the limitations of any insurance coverage, advice from outside counsel, and management’s strategy with regard to the settlement or defense of such claims and obligations. While the ultimate outcome of those claims, lawsuits or performance obligations cannot be predicted with certainty, the Company believes, based on its understanding of the facts of these claims and performance obligations, that adequate provisions have been recorded in the accounts where required.

Contractual Obligations

For the three months ended March 31, 2010, there have been no significant changes to the Company’s contractual obligations as disclosed in its 2009 Annual Report on Form 10-K.

Outstanding Securities

As of April 30, 2010, the Company had 30,618,318 common shares outstanding, 1,321,967 options outstanding and 314,880 restricted stock units outstanding. The options are exercisable on a one-for-one basis into common shares and, upon vesting, the restricted stock units convert into common shares on a one-for-one basis.

Critical Accounting Estimates

See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates in the 2009 Annual Report on Form 10-K for a discussion of the Company’s critical accounting estimates.

Recent Accounting Standards

See Note 3 — Recent Accounting Pronouncements in the notes to these unaudited consolidated financial statements for information on recent accounting pronouncements. The Company is currently assessing the impact on its financial condition and future operating results of recently issued accounting guidance, or does not expect the recently issued guidance to have a significant impact on the Company’s financial condition or future results of operations.


ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk in the normal course of its business operations, including the risk of loss arising from adverse changes in interest rates and foreign exchange rates with Canada.

There has been no material change in the Company’s exposure to market risk during the three months ended March 31, 2010.


ITEM 4.		Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation”).

In designing and evaluating the disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Based on the Evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in United States Securities and Exchange Commission rules and forms, and were effective to ensure that the information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act, was accumulated and communicated to management, including to the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal controls over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f)) during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.		Legal Proceedings

From time to time we become subject to legal proceedings and claims in the ordinary course of business. Such claims, even if without merit, could result in the significant expenditure of our financial and managerial resources. It is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of such a claim. We are not aware of any legal proceedings or claims that we believe will, individually or in the aggregate, materially harm our business, results of operations, financial condition or cash flows.


ITEM 1A.		Risk Factors

In the first quarter of 2010, there have been no material changes from the risk factors previously disclosed in Item 1A of the Company’s 2009 Annual Report on Form 10-K.


ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds

None.


	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)		3

Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009		3

Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009		4

Consolidated Statements of Comprehensive Income for the Three months ended March 31, 2010 and 2009		5

Consolidated Statements of Cash Flows for the Three months ended March 31, 2010 and 2009		6

Consolidated Statements of Shareholders’ Equity for the Three months ended March 31, 2010 and 2009		7

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk		21

Item 4. Controls and Procedures		21

PART II — OTHER INFORMATION

Item 1. Legal Proceedings		21

Item 1A. Risk Factors		21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21

Item 3. Defaults Upon Senior Securities		22

Item 4. Reserved		22

Item 5. Other Information		22

Item 6. Exhibits		22

SIGNATURE		23

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


Exhibit
Number		Description of Document	Reference

	31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith

	31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith

	32.1	Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act	Filed herewith

	32.2	Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act	Filed herewith


	SXC Health Solutions Corp.
May 7, 2010	By:	/s/ Jeffrey Park
		Jeffrey Park
		Chief Financial Officer (on behalf of the registrant and as Chief Accounting Officer)


Exhibit
Number		Description of Document	Reference

	31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith

	31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith

	32.1	Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act	Filed herewith

	32.2	Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act	Filed herewith


	Date: May 7, 2010
	By:	/s/ Mark Thierer
		Mark Thierer
		Chief Executive Officer

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents




		/s/ Mark Thierer Mark Thierer
		Chief Executive Officer

		May 7, 2010