-----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, VEuN3JpLRqNl3x3sss/UAzrO/cZHsRyz1ARKJteQGW+ZpxMynnILGZF+McQpUlkC +KY3tnTbzn6USLYJuajS2w== 0000912057-96-011571.txt : 19960606 0000912057-96-011571.hdr.sgml : 19960606 ACCESSION NUMBER: 0000912057-96-011571 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960605 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HBO & CO CENTRAL INDEX KEY: 0000310377 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 370986839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09900 FILM NUMBER: 96576914 BUSINESS ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043936000 MAIL ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 8-K/A 1 8-K/A3 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K(A)3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNE 5, 1996 Date of Report (JUNE 17, 1995) (Date of earliest event reported) HBO & COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-9900 37-0986839 (Commission File Number) (IRS Employer Identification No.) 301 PERIMETER CENTER NORTH ATLANTA, GA 30346 (Address of principal executive offices) (Zip Code)
(770) 393-6000 Registrant's telephone number, including area code Exhibit Index on page 2 of 6 Page 1 of 6 THE FORM 8-K OF HBO & COMPANY DATED JUNE 23, 1995, AS AMENDED BY FORM 8-K(A) DATED JULY 31, 1995, AS FURTHER AMENDED BY FORM 8-K(A)2 DATED AUGUST 8, 1995, IS HEREBY FURTHER AMENDED TO INCLUDE THE ADDITION OF THE FOLLOWING INFORMATION: ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information. The following Pro Forma Financial Information for the year ended December 31, 1995 is attached as Exhibit 99(e): HBO & Company Pro Forma Combined Income Statement (Unaudited) HBO & Company Notes to Pro Forma Combined Income Statement (c) Exhibits
EXHIBIT NO. DESCRIPTION PAGE ---------- ----------- ---- 99(e) HBO & Company Pro Forma Financial Statement 4
Page 2 of 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HBO & COMPANY (Registrant) Date: June 5, 1996 /s/ JAY P. GILBERTSON --------------------------------- Jay P. Gilbertson Senior Vice President - Finance, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary Page 3 of 6 EX-99.E 2 EX-99E EXHIBIT 99(e) HBO & COMPANY AND SUBSIDIARIES PRO FORMA COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------- YEAR ENDED 1/1/95 - 12/31/95 6/17/95 PRO FORMA PRO FORMA (000 Omitted) HBOC HSG ADJUSTMENTS COMBINED - -------------------------------------------------------------------------------- REVENUE $495,595 $53,429 $17,048 (2) $563,790 (2,282)(3) - -------------------------------------------------------------------------------- Total Revenue 495,595 53,429 14,766 563,790 OPERATING EXPENSE: Cost of Operations 232,095 44,263 (2) 278,010 (296)(3) 130 (3) 3,334 (3) (456)(3) (1,060)(3) Marketing 70,591 6,048 (2) 73,990 (2,649)(3) Research and Development 42,964 4,509 (2) 43,235 (4,238)(3) General and Administrative 54,223 12,597 (2) 63,042 (1,896)(3) 767 (3) (2,649)(3) Nonrecurring Charge 136,481 (125,520)(4) 0 (10,961)(4) HSG Operating Expense 50,369 (50,369)(2) 0 - -------------------------------------------------------------------------------- Total Operating Expense 536,354 50,369 (128,446) 458,277 - -------------------------------------------------------------------------------- OPERATING INCOME (LOSS) (40,759) 3,060 143,212 105,513 Other Expense, Net 1,299 3,233 4,532 - -------------------------------------------------------------------------------- INCOME (LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAX (42,058) (173) 143,212 100,981 PROVISION (CREDIT) FOR INCOME TAX (16,823) 1,433 55,782 (5) 40,392 - -------------------------------------------------------------------------------- NET INCOME (LOSS) ($25,235) ($1,606) $87,430 $60,589 - -------------------------------------------------------------------------------- EARNINGS (LOSS) PER SHARE: Primary ($0.67) $1.47 Fully Diluted ($0.67) $1.47 - -------------------------------------------------------------------------------- WEIGHTED AVERAGE SHARES OUTSTANDING: Primary 37,822 3,301 (6) 41,123 Fully Diluted 37,822 3,510 (6) 41,332 - --------------------------------------------------------------------------------
Page 4 of 6 NOTES TO PRO FORMA COMBINED INCOME STATEMENTS - --------------------------------------------- (000 Omitted) 1. The attached Pro Forma Combined Income Statement for the year ended December 31, 1995 gives effect to the acquisition of First Data Health Systems Corporation (HSG) which was completed on June 17, 1995. The Pro Forma Combined Income Statement assumes the transaction was consummated January 1, 1995. No Pro Forma Combined Balance Sheet is included since the HBO & Company Balance Sheet at December 31, 1995, includes HSG. HBO & Company accounted for the acquisition as a purchase. Accordingly, pro forma adjustments include such adjustments as are necessary to allocate the purchase price based on the estimated fair market value of the assets acquired and liabilities assumed and to give effect to events that are directly attributable to the transaction, expected to have a continuing impact on HBOC and are factually supportable. The Pro Forma Combined Income Statement is not necessarily indicative of the results of operations which would have been attained had the acquisition been consummated on the date indicated or which may be attained in the future. The Pro Forma Combined Income Statement should be read in conjunction with the historical consolidated financial statements of HBOC and the historical financial statements of HSG. 2. HSG revenue and expense classifications were historically broken out using different policies than those applied by HBOC. The reclassifications necessary to restate HSG revenue and expenses in accordance with HBOC policies are:
12/31/95 -------- Revenue $ 17,048 Cost of Operations 44,263 Marketing 6,048 Research and Development 4,509 General and Administrative 12,597 HSG Operating Expense (50,369)
Historically, HSG netted certain costs against revenue for presentation, while HBOC has historically reported revenue as a gross number. Page 5 of 6 3. The following adjustments are necessary to adjust the income statement impact of the asset and liability fair market value adjustments assuming the transaction had been consummated on January 1, 1995:
12/31/95 -------- HSG Capitalized Software $ (296) HSG Goodwill (1,896) HBOC Capitalized Software 130 HBOC Customer Lists - to amortize over 15 years 3,334 HBOC Goodwill - to amortize over seven years 767 Deferred Revenue Revenue (2,282) Cost of Operations (456) Terminated Employees Cost of Operations (1,060) Marketing (2,649) Research and Development (4,238) General and Administrative (2,649)
HBOC recorded deferred revenue acquired at its cost (the cost to service remaining commitment). The net profit which had been deferred has been eliminated. The reduction of expense related to terminated employees results from the permanent termination of certain HSG employees in order to eliminate certain redundant positions and increase the efficiency of the combined operations. 4. In the second quarter of 1995, HBOC recorded a $125,520 purchased research and development charge directly attributable to the purchase of HSG. In the third quarter of 1995, HBOC recorded a $10,961 charge attributable to the acquisition of CliniCom Incorporated. Since these amounts are nonrecurring transaction charges, they have been excluded from this Pro Forma Statement. 5. The provision for income tax was derived by using the HBOC effective tax rate of 40%. 6. The weighted average shares outstanding have been adjusted to give effect to the 4 million shares outstanding assuming the transaction had been consummated on January 1, 1995 and to give effect to the dilutive effect of stock options outstanding at December 31, 1995, assuming that HBOC had net income instead of a net loss. Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----