-----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, VnNa+GDkkgxgPi/NeAXaC1lROfMuE8FbOWSWDISvR0wRem52tlwKc8jNmMU7q/7K j3fFzlX/rFbB4TrTLM5EMQ== 0000947871-00-000064.txt : 20000203 0000947871-00-000064.hdr.sgml : 20000203 ACCESSION NUMBER: 0000947871-00-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000131 ITEM INFORMATION: FILED AS OF DATE: 20000131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL MANAGER CORP/NEW/ CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17822 FILM NUMBER: 517100 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL MANAGER CORP /NEW/ DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of Earliest Event Reported): January 31, 2000 MEDICAL MANAGER CORPORATION (Exact name of registrant as specified in charter) DELAWARE 0-17822 22-2975182 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 669 River Drive, River Drive Center II 07407 Elmwood Park, NJ (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (201) 703-3400 Exhibit Index Appears on page 2. 2 Item 5. Other Events. Medical Manager Corporation issued on January 31, 2000 the press release attached hereto as Exhibit 99.1. Such press release is incorporated herein by reference. Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated January 31, 2000 3 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. MEDICAL MANAGER CORPORATION Date: January 31, 2000 By: /s/ James R. Love ----------------------------------- Name: James R. Love Executive Vice President -- Finance and Administration and Chief Financial Officer EX-99.1 2 PRESS RELEASE Contact: James R. Love Executive Vice President and Chief Financial Officer (201) 703-3400 MEDICAL MANAGER ANNOUNCES SECOND QUARTER RESULTS ELMWOOD PARK, NEW JERSEY, January 31, 1999 - Medical Manager Corporation (NASDAQ: MMGR) announced today financial results for the quarter ended December 31, 1999. Revenues for the period were $79,932,000, as compared to $65,056,000 in the prior year, an increase of 23%. Net income for the period was $17,445,000 or $0.43 per share compared with $2,833,000 or $0.08 per share in the prior year. Excluding the impact of certain non-recurring items discussed below, net income for the quarter was $798,000 or $0.02 per share, as compared to $5,777,000 or $0.16 per share in the prior year. The decrease in net income and income per share reflects the increased investment in the development of CareInsite's business. Non-recurring items for the current period include a net pre-tax gain on the sale of investments of $24,887,000 and a pre-tax charge related to certain litigation of $450,000. Non-recurring items for the prior year period include a pre-tax write-off of capitalized software of $2,381,000 and pre-tax charges related to certain litigation of $2,366,000. Revenues at Medical Manager Health Systems for the quarter were $48,425,000, an increase of 15% over prior year. EBITDA increased 30% to $9,744,000, as compared to $7,496,000 in the prior year. During the quarter, Medical Manager announced the signing of an agreement to acquire Physician Computer Network (PCN), a leading provider of physician practice management systems with an installed base of approximately 55,000 physicians. This acquisition, which is expected to close in the spring of 2000, is subject to the confirmation of the Plan of Reorganization filed by PCN with the U.S. Bankruptcy Court and certain other customary conditions to closing. With the acquisition of PCN, Medical Manager's installed base increases to 185,000 physicians in 33,000 sites. Medical Manager and PCN also extended their previously announced exclusive arrangement to offer CareInsite's web-based physician portal services and clinical e-commerce transactions to PCN's entire client base. John Kang, Co-CEO of Medical Manager said, "We are working closely with PCN in anticipation of closing the acquisition this spring. We have completed our initial acquisitions of key strategic independent PCN dealerships and are in various stages of discussions with other key PCN dealerships to continue to strengthen our premier network of company-owned and independent dealers." He continued, "Operationally, upgrading users to Version 9 and increasing penetration of our network services offering continues to have a strong impact on our results. In addition, we have received a tremendous interest in our newest products, OmniChart and OmniDocs and we are expecting a broad roll-out of Intergy in the latter part of calendar 2000." In following its strategy of adding additional products and services which leverage Medical Manager's strong installed base, the Company acquired Mednetrix, Inc. in January 2000, a leading provider of custom web sites for physicians. Mednetrix, which is located in Boca Raton, Florida, designs, produces and hosts content-rich websites for physician practices. Mednetrix's unique website development tools will be offered to physician practices across the United States. Mr. Kang said, "Mednetrix's impressive technology and approach to building physician web sites reinforces our philosophy of providing feature-rich products to the health care community which enhance a physician's ability to practice medicine. Physician sites developed with Mednetrix tools are differentiated in that they provide an Internet presence, branding, and e-commerce opportunity for the medical practice. Physicians can provide education materials, as well as communicate and participate in e-commerce directly with their patients." Revenues at CareInsite for the quarter were $1,501,000. There were no revenues in the prior year period. EBITDA was $(12,642,000) as compared to $(3,980,000) in the prior year. During the quarter, CareInsite also recognized a gain resulting from the sale of investments of $25,511,000. CareInsite continued to strengthen its presence in the New York metropolitan area with the expansion of its existing relationships with Empire Blue Cross and Blue Shield, Group Health Incorporated, HIP Health Plans and Greater New York Hospital Association. These leading healthcare organizations, who already participate in CareInsite's physician services network, will be the initial participants in CareInsite's consumer health services network. As previously announced, CareInsite also acquired in January the remaining 80% equity interest in The Health Information Network Connection (THINC) that it did not already own. Commenting on the second quarter results, Marvin P. Rich, CEO of CareInsite, said, "We are excited to expand our relationships with the New York area's leading payers. These payers, and their 7 million members, will benefit from CareInsite's comprehensive suite of physician and member services. As of the end of December, CareInsite was processing transactions for more than 3,500 physicians in the New York/New Jersey area. The integration of CareInsite's services with the practice management systems of Medical Manager and others is proceeding as planned and our physician portal will be launched shortly. As a result of these initiatives and our expanded relationships with the New York area's leading payers, we expect to continue to grow both the number of physicians and the breadth of services offered." Revenues at Porex Corporation, the Company's plastic and filtration technologies subsidiary, for the quarter were $30,006,000, an increase of 30% over prior year. EBITDA increased 16% to $9,474,000, as compared to $8,144,000 in the prior year. "During the quarter, Porex acquired important new separations technology," said Kim Davis, President and CEO of Porex. He continued, "This new technology adds substantial breadth and depth to the products and technology of the company's Porous Products Group. Porex continues to focus on new business opportunities through the acquisition of new technologies and the expansion of current and new markets." Martin J. Wygod, Chairman of Medical Manager, said, "These results mark another quarter of significant accomplishments across all three of our businesses. We continue to pursue strategic transactions in each business line that will enhance our product and service offerings and create long-term value for shareholders. I am particularly pleased with the pipeline of transactions and the negotiations taking place at CareInsite. Numerous regional and national payers, as well as strategic partners, have endorsed our product and service offerings and we expect to jointly announce the completion of definitive agreements related to these discussions in the near future." The Company currently has approximately $440,000,000 in cash and marketable securities to be used for general corporate purposes, as well as acquisitions and other strategic transactions. This amount includes approximately $116,000,000 in cash and marketable securities at CareInsite. Medical Manager Corporation is publicly traded on NASDAQ and operates three lines of business. Medical Manager Health Systems is a leading provider of physician practice management systems. Porex Corporation is a leader in the development, manufacturing and distribution of porous and solid plastic products. CareInsite, Inc. provides innovative healthcare network and e-commerce services that leverage Internet technology to enable the confidential exchange of clinical, administrative and financial information among physicians and their patients, and affiliated health plans, providers and suppliers. CareInsite is a 69% owned subsidiary of Medical Manager Corporation. A report of Medical Manager's financial results for the quarter ended December 31, 1999 is as follows:
MEDICAL MANAGER CORPORATION SUMMARY FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Six Months Ended December 31, December 31, 1999(a) 1998(b) 1999(c) 1998(d) -------------- --------------- -------------- ------------ Net revenues: Medical Manager Health Systems $48,425 $41,941 $96,482 $82,446 Porex 30,006 23,115 59,655 43,661 CareInsite 1,501 - 3,158 - -------------- --------------- -------------- ------------ 79,932 65,056 159,295 126,107 Income/(loss) before interest, taxes, depreciation and amortization (EBITDA): Medical Manager Health Systems 9,744 7,496 19,037 15,210 Porex 9,474 8,144 18,909 14,727 CareInsite, before minority interest (12,642) (3,980) (19,707) (5,630) Corporate and other (1,925) (1,479) (3,656) (2,820) -------------- --------------- -------------- ------------ 4,651 10,181 14,583 21,487 Depreciation and amortization (5,970) (3,370) (11,365) (6,526) Interest income, net 4,182 2,896 8,879 5,869 Gain on sale of investments, net 24,887 - 24,887 - Merger and other expenses (450) (4,747) (19,091) (4,747) Minority interest in CareInsite (3,814) - (1,787) - -------------- --------------- -------------- ------------ Income before provision for income taxes 23,486 4,960 16,106 16,083 Provision for income taxes 6,041 2,127 8,895 6,576 -------------- --------------- -------------- ------------ Net income $17,445 $2,833 7,211 9,507 ============== =============== ============== ============ Income per share - basic $0.50 $0.09 $0.21 $0.29 Income per share - diluted (e) $0.43 $0.08 $0.18 $0.27 Weighted average shares outstanding - basic 35,159 32,761 35,096 32,594 Weighted average shares outstanding - diluted 38,677 35,257 38,724 35,223
(a) Includes pre-tax charge related to certain litigation with Merck & Co., Inc. of $450 and a net gain on the sale of investments of $24,887. Excluding these items, net income would have been $798 or $0.02 per share (basic and diluted). (b) Includes pre-tax charges related to the write-off of capitalized software of $2,381 and charges related to certain litigation of $2,366. Excluding these expenses, net income would have been $5,777 or $0.18 (basic) and $0.16 (diluted). (c) Includes pre-tax charge related to certain litigation with Merck & Co., Inc. of $1,100 and charges related to the acquisition of Medical Manager Health Systems of $17,991 and a net gain on the sale of investments of $24,887. Excluding these items, net income would have been $5,667 or $0.16 per share (basic) and $0.15 (diluted). (d) Includes pre-tax charges related to the write-off of capitalized software of $2,381 and charges related to certain litigation of $2,366. Excluding these expenses, net income would have been $12,451 or $0.38 (basic) and $0.35 (diluted). (e) In calculating fully diluted earnings per share for the three and six months ended December 31, 1999, net income has been adjusted to reflect the impact of common stock equivalents of our majority-owned subsidiary, CareInsite. This press release contains certain forward looking statements relating to the Company's future operations, dealings with customers and partners and potential customers and partners, development and deployment of its products and services, and external transactions. These statements are based on the Company's current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be different from those described or implied by such forward looking statements. The risks and uncertainties of the Company's businesses include, but are not limited to, product demand and market acceptance risks, the feasibility of developing and deploying commercially profitable products and services, the effect of economic conditions, user acceptance, the impact of competitive products or services, and pricing, product development, commercialization and technological difficulties, risks associated with the integration and management of acquired businesses, and other risks detailed in the Company's Securities and Exchange Commission filings. Further information about these matters can be found in the Company's Securities and Exchange Commission filings. The Company expressly disclaims any intent or obligation to update these forward looking statements. -----END PRIVACY-ENHANCED MESSAGE-----