Eclipsys Corporation® (NASDAQ: ECLP), The Outcomes Company®, today
announced results for the quarter ended June 30, 2009.
GAAP Results
Revenues for the quarter ended June 30, 2009 were $129.8 million,
compared to revenues of $132.1 million for the quarter ended June 30,
2008.
GAAP net loss for the second quarter of 2009 was $4.1 million, or $0.07
per diluted common share, compared to GAAP net income of $8.5 million,
or $0.15 per share on a diluted basis for the second quarter of 2008.
Non-GAAP Results
Non-GAAP net income for the second quarter of 2009 was $8.9 million, or
$0.16 per diluted common share, compared to second quarter 2008 non-GAAP
net income of $13.2 million, or $0.24 per diluted share.
Non-GAAP net income excludes stock-based compensation expense,
acquisition related amortization, and certain additional items that the
company does not consider to be indicative of its underlying business
performance. For second quarter 2008, these additional items were costs
associated with the relocation of the corporate headquarters from Boca
Raton, FL, to Atlanta, GA; a gain resulting from completion of
post-closing milestones associated with the sale of the Clinical
Practice Model Resource Center business, which was completed in December
2007; and a reduction in general and administrative expenses associated
with insurance recoveries from our previously disclosed derivative
litigation that was ultimately settled in September 2008.
For second quarter 2009, these additional items were severance costs
primarily associated with the resignation of the company’s former chief
executive officer; and exclusion of tax expense related to discrete tax
items in the quarter, primarily deferred tax asset adjustments for
Canadian research and development credits, and non-GAAP tax adjustments
to reflect the non-GAAP annual effective tax rate. Additionally, we
excluded the effect of purchase accounting adjustments in connection
with the acquisition of Premise Corporation, which was completed in
December 2008.
A reconciliation of GAAP to non-GAAP results is included in the attached
tables.
"In reviewing our operations and market potential over the last three
months, it is clear that we have a significant opportunity to grow
revenues while also increasing profitability," said Philip M. Pead,
Eclipsys president and chief executive officer. "The American Recovery
and Reinvestment Act of 2009 (ARRA) is driving increased activity with
both clients and prospects. We expect this activity to accelerate as
hospitals and physician practices gain a clearer understanding of what
constitutes 'meaningful use.' In addition, we have several initiatives
underway that will enable us to be more cost efficient, and we expect
the positive effects on margins from these initiatives to become
apparent in 2010 and beyond."
Change to Projected Non-GAAP Tax Rate and 2009 Financial Guidance
Eclipsys now anticipates that the full year 2009 non-GAAP income tax
rate will be in the range of 37 to 38 percent, compared to the 33 to 35
percent tax rate previously communicated on the company’s first quarter
2009 conference call. This increase is primarily due to lower estimates
of available research and development tax credits and revisions in
projected income taxes related to foreign earnings.
Due to this anticipated increase in the company’s effective income tax
rate for 2009, Eclipsys non-GAAP EPS for 2009 is now expected to range
from $0.55 to $0.60.
Conference call
Eclipsys executives will discuss the second-quarter results on a
teleconference scheduled for 4:30 p.m. Eastern time on August 6. Persons
interested in participating in the teleconference should call (800)
230-1059 approximately 15 minutes before the conference call is slated
to begin. For listen-only mode, participants can go to www.eclipsys.com
prior to the conference call to register and download the necessary
audio software.
Replay
About two hours after its completion, an audio replay of the call will
be available on www.eclipsys.com
for approximately 48 hours.
About Eclipsys
Eclipsys is a leading provider of advanced integrated clinical, revenue
cycle and performance management software, clinical content and
professional services that help healthcare organizations improve
clinical, financial and operational outcomes. For more information, see www.eclipsys.com
or email info@eclipsys.com.
Non-GAAP Measures
The company has provided net income and earnings per share financial
measures on a non-GAAP basis for the three months ended June 30, 2009
and June 30, 2008, which exclude non-cash stock-based compensation
expenses, amortization expense associated with acquisitions, and certain
additional items that the company does not consider to be indicative of
its underlying business performance, as listed on the attached GAAP to
non-GAAP reconciliation tables. Because of the significance of the GAAP
components excluded, these non-GAAP financial measures should not be
considered a substitute for, or superior to, any measure derived in
accordance with GAAP. These non-GAAP financial measures may also be
inconsistent with the manner in which similar measures are derived or
used by other companies. Management believes that the non-GAAP financial
measures provided, when considered in conjunction with comparable GAAP
financial measures, facilitate the understanding and evaluation of the
company’s operating performance and future prospects, as well as
comparisons of the company’s results with its prior period results that
did not include these gains and/or charges, and with results of other
companies on a more consistent basis. Internally, management uses
non-GAAP net income and earnings for forecasting and to help make
management decisions, as an indicator of business performance, and to
evaluate management’s effectiveness and help determine bonuses for
management and others.
The economic substance of omitting non-cash stock-based compensation
expense in presenting non-GAAP earnings derives from providing investors
with consistent measures of performance both before and after including
non-cash stock-based compensation charges. The economic substance of
omitting the other items incurred that the company does not consider to
be indicative of its underlying business performance derives from the
fact that such episodic gains and/or charges make it more difficult to
compare operating results of different periods, not all of which include
such gains and/or charges. However, the omission of non-cash stock-based
compensation expense may mask an economic cost incurred by the company
in connection with stock-based compensation, and the omission of the
charges related to the company’s other non-GAAP adjustments may mask
actual and expected future costs associated with such matters.
Management compensates for these limitations by using both the GAAP and
non-GAAP measures.
The company has provided reconciling tables attached to this release.
Caution Regarding Forward-Looking Statements
Certain statements in this news release or the investor call referenced
herein, including those concerning the company’s second quarter 2009
financial results, operational initiatives, future performance
expectations, and effects of economic conditions are forward-looking
statements and actual results may differ materially from those projected
or implied by the forward-looking statements due to a variety of risks
and uncertainties. Future performance expectations are predicated upon
achievement of various sales and performance targets that may be
difficult to meet. Economic conditions are unstable and may cause
hospitals and other healthcare providers to curtail HIT system spending.
Eclipsys’ cost reduction and other initiatives in response to the
challenging economic environment may not be effective, and it is
difficult to predict what the company may be able to achieve. Eclipsys
sales may fall below expectations due to market conditions, competition,
and other factors, including client demands for pricing and financing
concessions. Costs may be greater than anticipated due to the potential
need to increase spending to ensure performance in accordance with
commitments to clients, regulatory requirements, and other factors.
Software development may take longer and cost more than expected, and
incorporation of anticipated features and functionality may be delayed,
due to various factors including programming and integration challenges
and resource constraints. The market is highly competitive.
Implementation and customization of Eclipsys software is complex and
time-consuming. Results depend upon a variety of factors and can vary by
client. Each client’s circumstances are unique and may include
unforeseen issues that make it more difficult than anticipated to
implement or derive benefit from software, implementation or consulting
services. The success and timeliness of the company’s services will
depend at least in part upon client involvement, which can be difficult
to control. Eclipsys is required to meet specified performance standards
and regulatory requirements, and clients can terminate contracts, assess
penalties or reduce contract scope under certain circumstances. More
information about company risks is available in recent Form 10-K and
other filings made by Eclipsys from time to time with the Securities and
Exchange Commission. Special attention is directed to the portions of
those documents entitled "Risk Factors” and "Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
|
Eclipsys Corporation
|
|
Non-GAAP Income Statements
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
|
|
Non-GAAP
|
|
|
|
|
|
Non-GAAP
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2009
|
Three Months Ended June 30, 2008
|
$ Change
|
|
% Change
|
|
|
Year-to-date June 30, 2009
|
Year-to-date June 30, 2008
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and services
|
|
|
|
|
$
|
131,185
|
|
|
$
|
126,308
|
|
|
$
|
4,877
|
|
|
3.9
|
%
|
|
$
|
261,048
|
|
|
$
|
245,446
|
|
|
$
|
15,602
|
|
|
6.4
|
%
|
|
|
Hardware
|
|
|
|
|
|
2,275
|
|
|
|
5,834
|
|
|
|
(3,559
|
)
|
|
-61.0
|
%
|
|
|
4,317
|
|
|
|
11,076
|
|
|
|
(6,759
|
)
|
|
-61.0
|
%
|
|
|
Total revenues
|
|
|
|
|
|
133,460
|
|
|
|
132,142
|
|
|
|
1,318
|
|
|
1.0
|
%
|
|
|
265,365
|
|
|
|
256,522
|
|
|
|
8,843
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of systems and services
|
|
|
|
|
68,334
|
|
|
|
67,413
|
|
|
|
921
|
|
|
1.4
|
%
|
|
|
134,916
|
|
|
|
133,072
|
|
|
|
1,844
|
|
|
1.4
|
%
|
|
|
Costs of hardware
|
|
|
|
|
|
1,979
|
|
|
|
3,615
|
|
|
|
(1,636
|
)
|
|
-45.3
|
%
|
|
|
3,679
|
|
|
|
7,951
|
|
|
|
(4,272
|
)
|
|
-53.7
|
%
|
|
|
Sales and marketing
|
|
|
|
|
|
21,016
|
|
|
|
20,916
|
|
|
|
100
|
|
|
0.5
|
%
|
|
|
41,272
|
|
|
|
40,242
|
|
|
|
1,030
|
|
|
2.6
|
%
|
|
|
Research and development
|
|
|
|
|
13,326
|
|
|
|
15,465
|
|
|
|
(2,139
|
)
|
|
-13.8
|
%
|
|
|
26,365
|
|
|
|
32,158
|
|
|
|
(5,793
|
)
|
|
-18.0
|
%
|
|
|
General and administrative
|
|
|
|
|
9,908
|
|
|
|
7,051
|
|
|
|
2,857
|
|
|
40.5
|
%
|
|
|
20,962
|
|
|
|
14,879
|
|
|
|
6,083
|
|
|
40.9
|
%
|
|
|
Depreciation and amortization
|
|
|
|
|
4,993
|
|
|
|
4,619
|
|
|
|
374
|
|
|
8.1
|
%
|
|
|
9,904
|
|
|
|
8,961
|
|
|
|
943
|
|
|
10.5
|
%
|
|
|
Restructuring
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
In-process research and development charge
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
119,556
|
|
|
|
119,079
|
|
|
|
477
|
|
|
0.4
|
%
|
|
|
237,098
|
|
|
|
237,263
|
|
|
|
(165
|
)
|
|
-0.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
13,904
|
|
|
|
13,063
|
|
|
|
841
|
|
|
6.4
|
%
|
|
|
28,267
|
|
|
|
19,259
|
|
|
|
9,008
|
|
|
46.8
|
%
|
|
Gain (loss) on sale of assets
|
|
|
|
|
838
|
|
|
|
-
|
|
|
|
838
|
|
|
* N/M
|
|
|
1,237
|
|
|
|
33
|
|
|
|
1,204
|
|
|
* N/M
|
|
Gain (loss) on ARS
|
|
|
|
|
|
691
|
|
|
|
-
|
|
|
|
691
|
|
|
* N/M
|
|
|
533
|
|
|
|
-
|
|
|
|
533
|
|
|
* N/M
|
|
Interest expense
|
|
|
|
|
|
(961
|
)
|
|
|
(457
|
)
|
|
|
(504
|
)
|
|
110.3
|
%
|
|
|
(2,105
|
)
|
|
|
(720
|
)
|
|
|
(1,385
|
)
|
|
192.4
|
%
|
|
Interest income
|
|
|
|
|
|
681
|
|
|
|
1,285
|
|
|
|
(604
|
)
|
|
-47.0
|
%
|
|
|
1,528
|
|
|
|
3,667
|
|
|
|
(2,139
|
)
|
|
-58.3
|
%
|
|
Income (loss) before income taxes
|
|
|
|
|
15,153
|
|
|
|
13,891
|
|
|
|
1,262
|
|
|
9.1
|
%
|
|
|
29,460
|
|
|
|
22,239
|
|
|
|
7,221
|
|
|
32.5
|
%
|
|
Provision for income taxes
|
|
|
|
|
|
6,265
|
|
|
|
737
|
|
|
|
5,528
|
|
|
* N/M
|
|
|
10,989
|
|
|
|
971
|
|
|
|
10,018
|
|
|
* N/M
|
|
Net income (loss)
|
|
|
|
|
$
|
8,888
|
|
|
$
|
13,154
|
|
|
$
|
(4,266
|
)
|
|
-32.4
|
%
|
|
$
|
18,471
|
|
|
$
|
21,268
|
|
|
$
|
(2,797
|
)
|
|
-13.2
|
%
|
|
|
Income allocated to participating securities
|
|
|
|
147
|
|
|
|
175
|
|
|
|
(28
|
)
|
|
-16.0
|
%
|
|
|
288
|
|
|
|
253
|
|
|
|
35
|
|
|
13.8
|
%
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
8,741
|
|
|
$
|
12,979
|
|
|
$
|
(4,238
|
)
|
|
-32.7
|
%
|
|
$
|
18,183
|
|
|
$
|
21,015
|
|
|
$
|
(2,832
|
)
|
|
-13.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) common per share
|
|
|
$
|
0.16
|
|
|
$
|
0.24
|
|
|
$
|
(0.08
|
)
|
|
-33.3
|
%
|
|
$
|
0.33
|
|
|
$
|
0.39
|
|
|
$
|
(0.06
|
)
|
|
-15.4
|
%
|
|
|
Shares used in computing earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
55,710
|
|
|
|
53,657
|
|
|
|
2,053
|
|
|
3.8
|
%
|
|
|
55,588
|
|
|
|
53,595
|
|
|
|
1,993
|
|
|
3.7
|
%
|
|
|
|
|
Diluted
|
|
|
|
|
56,346
|
|
|
|
54,468
|
|
|
|
1,878
|
|
|
3.4
|
%
|
|
|
55,914
|
|
|
|
54,481
|
|
|
|
1,433
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eclipsys Corporation
|
|
GAAP Income Statements
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
GAAP
|
|
|
|
|
|
GAAP
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2009
|
|
Three Months Ended June 30, 2008
|
|
$ Change
|
|
% Change
|
|
|
Year-to-date June 30, 2009
|
|
Year-to-date June 30, 2008
|
|
$ Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and services
|
|
|
|
|
$
|
127,675
|
|
|
$
|
126,308
|
|
|
$
|
1,367
|
|
|
1.1
|
%
|
|
$
|
255,812
|
|
|
$
|
245,446
|
|
|
$
|
10,366
|
|
|
4.2
|
%
|
|
|
Hardware
|
|
|
|
|
|
2,173
|
|
|
|
5,834
|
|
|
|
(3,661
|
)
|
|
-62.8
|
%
|
|
|
4,202
|
|
|
|
11,076
|
|
|
|
(6,874
|
)
|
|
-62.1
|
%
|
|
|
Total revenues
|
|
|
|
|
|
129,848
|
|
|
|
132,142
|
|
|
|
(2,294
|
)
|
|
-1.7
|
%
|
|
|
260,014
|
|
|
|
256,522
|
|
|
|
3,492
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of systems and services
|
|
|
|
|
68,315
|
|
|
|
69,316
|
|
|
|
(1,001
|
)
|
|
-1.4
|
%
|
|
|
135,189
|
|
|
|
136,876
|
|
|
|
(1,687
|
)
|
|
-1.2
|
%
|
|
|
Costs of hardware
|
|
|
|
|
|
1,950
|
|
|
|
3,615
|
|
|
|
(1,665
|
)
|
|
-46.1
|
%
|
|
|
3,606
|
|
|
|
7,951
|
|
|
|
(4,345
|
)
|
|
-54.6
|
%
|
|
|
Sales and marketing
|
|
|
|
|
|
27,394
|
|
|
|
22,781
|
|
|
|
4,613
|
|
|
20.2
|
%
|
|
|
50,144
|
|
|
|
43,652
|
|
|
|
6,492
|
|
|
14.9
|
%
|
|
|
Research and development
|
|
|
|
|
13,872
|
|
|
|
15,753
|
|
|
|
(1,881
|
)
|
|
-11.9
|
%
|
|
|
27,364
|
|
|
|
32,907
|
|
|
|
(5,543
|
)
|
|
-16.8
|
%
|
|
|
General and administrative
|
|
|
|
|
12,429
|
|
|
|
7,713
|
|
|
|
4,716
|
|
|
61.1
|
%
|
|
|
24,451
|
|
|
|
18,676
|
|
|
|
5,775
|
|
|
30.9
|
%
|
|
|
Depreciation and amortization
|
|
|
|
|
8,117
|
|
|
|
5,740
|
|
|
|
2,377
|
|
|
41.4
|
%
|
|
|
16,152
|
|
|
|
10,506
|
|
|
|
5,646
|
|
|
53.7
|
%
|
|
|
Restructuring
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
5,434
|
|
|
|
-
|
|
|
|
5,434
|
|
|
|
|
|
In-process research and development charge
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
850
|
|
|
|
(850
|
)
|
|
-100.0
|
%
|
|
|
Total costs and expenses
|
|
|
|
|
132,077
|
|
|
|
124,918
|
|
|
|
7,159
|
|
|
5.7
|
%
|
|
|
262,340
|
|
|
|
251,418
|
|
|
|
10,922
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
(2,229
|
)
|
|
|
7,224
|
|
|
|
(9,453
|
)
|
|
-130.9
|
%
|
|
|
(2,326
|
)
|
|
|
5,104
|
|
|
|
(7,430
|
)
|
|
-145.6
|
%
|
|
Gain (loss) on sale of assets
|
|
|
|
|
838
|
|
|
|
1,451
|
|
|
|
(613
|
)
|
|
-42.2
|
%
|
|
|
1,237
|
|
|
|
3,515
|
|
|
|
(2,278
|
)
|
|
-64.8
|
%
|
|
Gain (loss) on ARS
|
|
|
|
|
|
691
|
|
|
|
-
|
|
|
|
691
|
|
|
|
|
|
533
|
|
|
|
-
|
|
|
|
533
|
|
|
|
|
Interest expense
|
|
|
|
|
|
(961
|
)
|
|
|
(457
|
)
|
|
|
(504
|
)
|
|
110.3
|
%
|
|
|
(2,105
|
)
|
|
|
(720
|
)
|
|
|
(1,385
|
)
|
|
192.4
|
%
|
|
Interest income
|
|
|
|
|
|
681
|
|
|
|
1,285
|
|
|
|
(604
|
)
|
|
-47.0
|
%
|
|
|
1,528
|
|
|
|
3,667
|
|
|
|
(2,139
|
)
|
|
-58.3
|
%
|
|
Income (loss) before income taxes
|
|
|
|
|
(980
|
)
|
|
|
9,503
|
|
|
|
(10,483
|
)
|
|
-110.3
|
%
|
|
|
(1,133
|
)
|
|
|
11,566
|
|
|
|
(12,699
|
)
|
|
-109.8
|
%
|
|
Provision for income taxes
|
|
|
|
|
|
3,120
|
|
|
|
992
|
|
|
|
2,128
|
|
|
214.5
|
%
|
|
|
3,834
|
|
|
|
2,766
|
|
|
|
1,068
|
|
|
38.6
|
%
|
|
Net income (loss)
|
|
|
|
|
$
|
(4,100
|
)
|
|
$
|
8,511
|
|
|
$
|
(12,611
|
)
|
|
-148.2
|
%
|
|
$
|
(4,967
|
)
|
|
$
|
8,800
|
|
|
$
|
(13,767
|
)
|
|
-156.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
$
|
(4,100
|
)
|
|
$
|
8,511
|
|
|
|
(12,611
|
)
|
|
-148.2
|
%
|
|
$
|
(4,967
|
)
|
|
$
|
8,800
|
|
|
|
(13,767
|
)
|
|
-156.4
|
%
|
|
Less: Income allocated to participating securities
|
|
|
|
-
|
|
|
|
115
|
|
|
|
(115
|
)
|
|
-100.0
|
%
|
|
|
-
|
|
|
|
107
|
|
|
|
(107
|
)
|
|
-100.0
|
%
|
|
Net income (loss) available to common shareholders
|
|
$
|
(4,100
|
)
|
|
$
|
8,396
|
|
|
|
(12,496
|
)
|
|
-148.8
|
%
|
|
$
|
(4,967
|
)
|
|
$
|
8,693
|
|
|
|
(13,660
|
)
|
|
-157.1
|
%
|
|
|
Basic weighted average common shares outstanding
|
|
|
55,710
|
|
|
|
53,657
|
|
|
|
2,053
|
|
|
3.8
|
%
|
|
|
55,588
|
|
|
|
53,595
|
|
|
|
1,993
|
|
|
3.7
|
%
|
|
|
Basic net income (loss) per common share
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.23
|
)
|
|
-143.8
|
%
|
|
$
|
(0.09
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.25
|
)
|
|
-156.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
(4,100
|
)
|
|
|
8,511
|
|
|
|
(12,611
|
)
|
|
-148.2
|
%
|
|
|
(4,967
|
)
|
|
|
8,800
|
|
|
|
(13,767
|
)
|
|
-156.4
|
%
|
|
Less: Income allocated to participating securities
|
|
|
|
-
|
|
|
|
113
|
|
|
|
(113
|
)
|
|
-100.0
|
%
|
|
|
-
|
|
|
|
105
|
|
|
|
(105
|
)
|
|
-100.0
|
%
|
|
Net income (loss) available to common shareholders
|
|
$
|
(4,100
|
)
|
|
$
|
8,398
|
|
|
|
(12,498
|
)
|
|
-148.8
|
%
|
|
$
|
(4,967
|
)
|
|
$
|
8,695
|
|
|
|
(13,662
|
)
|
|
-157.1
|
%
|
|
|
Basic weighted average common shares outstanding
|
|
|
55,710
|
|
|
|
53,657
|
|
|
|
2,053
|
|
|
3.8
|
%
|
|
|
55,588
|
|
|
|
53,595
|
|
|
|
1,993
|
|
|
3.7
|
%
|
|
|
Dilutive effect of potential common shares
|
|
|
|
-
|
|
|
|
811
|
|
|
|
(811
|
)
|
|
-100.0
|
%
|
|
|
-
|
|
|
|
886
|
|
|
|
(886
|
)
|
|
-100.0
|
%
|
|
Diluted weighted average shares common outstanding
|
|
|
55,710
|
|
|
|
54,468
|
|
|
|
1,242
|
|
|
2.3
|
%
|
|
|
55,588
|
|
|
|
54,481
|
|
|
|
1,107
|
|
|
2.0
|
%
|
|
Diluted earnings (loss) per common share
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.22
|
)
|
|
-146.7
|
%
|
|
$
|
(0.09
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.25
|
)
|
|
-156.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ECLIPSYS CORPORATION AND SUBSIDIARIES
|
|
Consolidated Balance Sheets
|
|
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash
|
$
|
120,925
|
|
|
$
|
108,304
|
|
|
|
Marketable securities
|
|
|
|
154
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts of
$3,499 and $4,912, respectively
|
|
111,258
|
|
|
|
121,811
|
|
|
|
Prepaid expenses
|
|
24,197
|
|
|
|
23,975
|
|
|
|
Deferred tax asset
|
|
343
|
|
|
|
2,643
|
|
|
|
Other current assets
|
|
4,181
|
|
|
|
5,712
|
|
|
|
|
Total current assets
|
|
260,904
|
|
|
|
262,599
|
|
|
|
|
|
|
|
|
|
Long-term investments
|
|
108,806
|
|
|
|
107,215
|
|
|
Property and equipment, net
|
|
58,436
|
|
|
|
53,996
|
|
|
Capitalized software development costs, net
|
|
44,908
|
|
|
|
37,718
|
|
|
Acquired technology, net
|
|
34,570
|
|
|
|
39,710
|
|
|
Intangible assets, net
|
|
8,834
|
|
|
|
10,258
|
|
|
Deferred tax asset
|
|
88,789
|
|
|
|
89,063
|
|
|
Goodwill
|
|
98,030
|
|
|
|
96,973
|
|
|
Other assets
|
|
14,862
|
|
|
|
11,343
|
|
|
|
|
Total assets
|
$
|
718,139
|
|
|
$
|
708,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Deferred revenue
|
$
|
119,534
|
|
|
$
|
123,733
|
|
|
|
Accounts payable
|
|
14,452
|
|
|
|
20,924
|
|
|
|
Accrued compensation costs
|
|
25,080
|
|
|
|
16,457
|
|
|
|
Deferred tax liability
|
|
2,939
|
|
|
|
|
|
Other current liabilities
|
|
21,159
|
|
|
|
22,481
|
|
|
|
|
Total current liabilities
|
|
183,164
|
|
|
|
183,595
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
3,724
|
|
|
|
5,743
|
|
|
|
Long term debt & capital leases
|
|
105,917
|
|
|
|
105,000
|
|
|
|
Other long-term liabilities
|
|
|
15,403
|
|
|
|
16,540
|
|
|
|
|
Total liabilities
|
|
308,208
|
|
|
|
310,878
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
Common stock, $0.01 par value, 200,000,000 shares authorized; issued
and outstanding, 56,512,071 and 56,126,674, respectively
|
|
565
|
|
|
|
561
|
|
|
|
Additional paid-in capital
|
|
584,317
|
|
|
|
569,717
|
|
|
|
Accumulated deficit
|
|
(169,679
|
)
|
|
|
(164,712
|
)
|
|
|
Accumulated other comprehensive income
|
|
(5,272
|
)
|
|
|
(7,569
|
)
|
|
|
|
Total stockholders’ equity
|
|
409,931
|
|
|
|
397,997
|
|
|
|
|
Total liabilities and stockholders’ equity
|
$
|
718,139
|
|
|
$
|
708,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ECLIPSYS CORPORATION AND SUBSIDIARIES
|
|
Consolidated Statements of Cash Flows (Unaudited)
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
For the Three Months Ended June 30,
|
|
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
(4,967
|
)
|
|
$
|
8,800
|
|
|
$
|
(4,100
|
)
|
|
$
|
8,511
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
24,833
|
|
|
|
20,551
|
|
|
|
12,798
|
|
|
|
10,363
|
|
|
|
|
Provision for bad debt
|
|
1,996
|
|
|
|
1,400
|
|
|
|
950
|
|
|
|
450
|
|
|
|
|
In-process research and development charge
|
|
-
|
|
|
|
850
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
Stock compensation expense
|
|
11,169
|
|
|
|
7,466
|
|
|
|
6,761
|
|
|
|
4,119
|
|
|
|
|
Gain on sale of assets
|
|
(1,237
|
)
|
|
|
(3,515
|
)
|
|
|
(837
|
)
|
|
|
(1,451
|
)
|
|
|
|
Deferred provision for income taxes
|
|
3,674
|
|
|
|
367
|
|
|
|
3,222
|
|
|
|
299
|
|
|
|
Changes in operating assets and liabilities, excluding the effect
of acquisitions and dispositions:
|
|
|
|
|
|
|
|
0
|
|
|
|
|
Accounts receivable
|
|
1,948
|
|
|
|
(18,808
|
)
|
|
|
(1,747
|
)
|
|
|
(16,716
|
)
|
|
|
|
Prepaid expenses and other current assets
|
|
1,580
|
|
|
|
(4,086
|
)
|
|
|
3,034
|
|
|
|
1,914
|
|
|
|
|
Other assets
|
|
(497
|
)
|
|
|
1,047
|
|
|
|
(260
|
)
|
|
|
513
|
|
|
|
|
Deferred revenue
|
|
(3,631
|
)
|
|
|
(8,505
|
)
|
|
|
(2,824
|
)
|
|
|
(5,154
|
)
|
|
|
|
Accrued compensation
|
|
8,633
|
|
|
|
(6,707
|
)
|
|
|
1,168
|
|
|
|
(2,170
|
)
|
|
|
|
Accounts payable and other current liabilities
|
|
(6,888
|
)
|
|
|
3,898
|
|
|
|
(292
|
)
|
|
|
(2,054
|
)
|
|
|
|
Long-term liabilities
|
|
1,565
|
|
|
|
2,938
|
|
|
|
814
|
|
|
|
595
|
|
|
|
|
Other reconciling items
|
|
(425
|
)
|
|
|
862
|
|
|
|
(670
|
)
|
|
|
434
|
|
|
|
|
|
Total adjustments
|
|
42,720
|
|
|
|
(2,242
|
)
|
|
|
22,117
|
|
|
|
(8,858
|
)
|
|
|
|
|
Net cash provided by operating activities
|
|
37,753
|
|
|
|
6,558
|
|
|
|
18,017
|
|
|
|
(347
|
)
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
(12,555
|
)
|
|
|
(13,315
|
)
|
|
|
(5,282
|
)
|
|
|
(6,375
|
)
|
|
|
|
Purchase of marketable securities
|
|
|
|
(102,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
Proceeds from sales of marketable securities
|
|
150
|
|
|
|
153,641
|
|
|
|
-
|
|
|
|
18,850
|
|
|
|
|
Capitalized software development costs
|
|
(14,651
|
)
|
|
|
(6,941
|
)
|
|
|
(7,435
|
)
|
|
|
(4,018
|
)
|
|
|
|
Proceeds from sale of assets
|
|
|
|
698
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
Earnout out on disposition
|
|
1,241
|
|
|
|
2,582
|
|
|
|
399
|
|
|
|
2,182
|
|
|
|
|
Cash paid for acquisitions, net of cash acquired
|
|
(2,819
|
)
|
|
|
(54,370
|
)
|
|
|
(56
|
)
|
|
|
(736
|
)
|
|
|
|
|
Net cash used in investing activities
|
|
(28,634
|
)
|
|
|
(19,705
|
)
|
|
|
(12,374
|
)
|
|
|
9,903
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock options exercised
|
|
3,306
|
|
|
|
2,439
|
|
|
|
3,232
|
|
|
|
953
|
|
|
|
|
Proceeds from employee stock purchase plan
|
|
454
|
|
|
|
375
|
|
|
|
212
|
|
|
|
206
|
|
|
|
|
Cash paid for debt issuance costs
|
|
|
|
(421
|
)
|
|
|
-
|
|
|
|
(421
|
)
|
|
|
|
Repayment of secured financing
|
|
|
|
(45,000
|
)
|
|
|
-
|
|
|
|
(45,000
|
)
|
|
|
|
Proceeds from secured financing
|
|
|
|
95,000
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
|
Other
|
|
(59
|
)
|
|
|
|
|
(59
|
)
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
3,701
|
|
|
|
52,393
|
|
|
|
3,385
|
|
|
|
5,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents
|
|
(199
|
)
|
|
|
(236
|
)
|
|
|
15
|
|
|
|
28
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
12,621
|
|
|
|
39,010
|
|
|
|
9,043
|
|
|
|
15,322
|
|
|
Cash and cash equivalents — beginning of period
|
|
108,304
|
|
|
|
22,510
|
|
|
|
111,882
|
|
|
|
46,198
|
|
|
Cash and cash equivalents — end of period
|
$
|
120,925
|
|
|
$
|
61,520
|
|
|
$
|
120,925
|
|
|
$
|
61,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eclipsys Corporation
|
|
Reconciliation of GAAP to Non-GAAP Pro Forma Results
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2009 (Unaudited)
|
|
Stock-based comp expense (1)
|
|
Restructuring (2)
|
|
Amortization (3)
|
|
Premise (4)
|
|
Tax (5)
|
|
Three Months Ended June 30, 2009 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and services
|
|
|
|
|
$
|
127,675
|
|
|
|
|
|
|
|
|
$
|
3,510
|
|
|
|
$
|
131,185
|
|
|
|
Hardware
|
|
|
|
|
|
2,173
|
|
|
|
|
|
|
|
|
|
102
|
|
|
|
|
2,275
|
|
|
|
Total revenues
|
|
|
|
|
|
129,848
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,612
|
|
|
-
|
|
|
|
133,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of systems and services
|
|
|
|
|
68,315
|
|
|
|
(506
|
)
|
|
|
|
|
|
|
525
|
|
|
|
|
68,334
|
|
|
|
Costs of hardware
|
|
|
|
|
|
1,950
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
1,979
|
|
|
|
Sales and marketing
|
|
|
|
|
|
27,394
|
|
|
|
(4,237
|
)
|
|
|
(2,141
|
)
|
|
|
|
|
|
|
|
|
21,016
|
|
|
|
Research and development
|
|
|
|
|
13,872
|
|
|
|
(546
|
)
|
|
|
|
|
|
|
|
|
|
|
13,326
|
|
|
|
General and administrative
|
|
|
|
|
12,429
|
|
|
|
(1,470
|
)
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
|
|
9,908
|
|
|
|
Depreciation and amortization
|
|
|
|
|
8,117
|
|
|
|
|
|
|
|
(3,124
|
)
|
|
|
|
|
|
|
4,993
|
|
|
|
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
In-process research and development charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
132,077
|
|
|
|
(6,759
|
)
|
|
|
(3,192
|
)
|
|
|
(3,124
|
)
|
|
|
554
|
|
|
-
|
|
|
|
119,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
|
(2,229
|
)
|
|
|
6,759
|
|
|
|
3,192
|
|
|
|
3,124
|
|
|
|
3,058
|
|
|
-
|
|
|
|
13,904
|
|
|
Gain/(loss) on sale of assets
|
|
|
|
|
|
838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
838
|
|
|
Gain (loss) on ARS
|
|
|
|
|
|
691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691
|
|
|
Interest expense
|
|
|
|
|
|
(961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(961
|
)
|
|
Interest income
|
|
|
|
|
|
681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681
|
|
|
Income (loss) before income taxes
|
|
|
|
|
(980
|
)
|
|
|
6,759
|
|
|
|
3,192
|
|
|
|
3,124
|
|
|
|
3,058
|
|
|
-
|
|
|
|
15,153
|
|
|
Provision for income taxes
|
|
|
|
|
|
3,120
|
|
|
|
2,623
|
|
|
|
1,549
|
|
|
|
1,377
|
|
|
|
1,248
|
|
|
(3,652
|
)
|
|
|
6,265
|
|
|
Net income (loss)
|
|
|
|
|
$
|
(4,100
|
)
|
|
$
|
4,136
|
|
|
$
|
1,643
|
|
|
$
|
1,747
|
|
|
$
|
1,810
|
|
$
|
3,652
|
|
|
$
|
8,888
|
|
|
|
Income allocated to participating securities
|
|
|
|
-
|
|
|
|
47
|
|
|
|
19
|
|
|
|
20
|
|
|
|
21
|
|
|
41
|
|
|
|
147
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
(4,100
|
)
|
|
$
|
4,089
|
|
|
$
|
1,624
|
|
|
$
|
1,727
|
|
|
$
|
1,789
|
|
$
|
3,611
|
|
|
$
|
8,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) common per share
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.07
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
$
|
0.06
|
|
|
$
|
0.16
|
|
|
|
Shares used in computing earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
55,710
|
|
|
|
55,710
|
|
|
|
55,710
|
|
|
|
55,710
|
|
|
|
55,710
|
|
|
55,710
|
|
|
|
55,710
|
|
|
|
|
|
Diluted
|
|
|
|
|
55,710
|
|
|
|
56,346
|
|
|
|
56,346
|
|
|
|
56,346
|
|
|
|
56,346
|
|
|
56,346
|
|
|
|
56,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Represents stock-based compensation expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
Represents severance related costs primarily associated with the
resignation of our former CEO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
This expense is the amortization of intangible assets associated
with 2008 acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
This represents a deferred revenue adjustment of $3.6 million net of
deferred costs adjustment of $0.6 million related to our December
2008 acquisition of Premise Corporation. The amounts represent the
reduction of deferred revenue and related deferred costs acquired
from Premise as a result of purchase accounting adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
This amount represents a combination of discrete tax items in the
quarter, primarily deferred tax asset adjustments for Canadian
research and development credits, and non-GAAP tax adjustments to
reflect the non-GAAP annual effective tax rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eclipsys Corporation
|
|
Reconciliation of GAAP to Non-GAAP Pro Forma Results
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
Year-to-date June 30, 2009 (Unaudited)
|
|
Stock-based comp expense (1)
|
|
Restructuring (2)
|
|
Amortization (3)
|
|
Premise (4)
|
|
Tax (5)
|
|
Year-to-date June 30, 2009 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and services
|
|
|
|
|
$
|
255,812
|
|
|
|
|
|
|
|
|
$
|
5,236
|
|
|
|
$
|
261,048
|
|
|
|
Hardware
|
|
|
|
|
|
4,202
|
|
|
|
|
|
|
|
|
|
115
|
|
|
|
|
4,317
|
|
|
|
Total revenues
|
|
|
|
|
|
260,014
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,351
|
|
|
-
|
|
|
|
265,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of systems and services
|
|
|
|
|
135,189
|
|
|
|
(999
|
)
|
|
|
|
|
|
|
726
|
|
|
|
|
134,916
|
|
|
|
Costs of hardware
|
|
|
|
|
|
3,606
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
3,679
|
|
|
|
Sales and marketing
|
|
|
|
|
|
50,144
|
|
|
|
(6,731
|
)
|
|
|
(2,141
|
)
|
|
|
|
|
|
|
|
|
41,272
|
|
|
|
Research and development
|
|
|
|
|
27,364
|
|
|
|
(999
|
)
|
|
|
|
|
|
|
|
|
|
|
26,365
|
|
|
|
General and administrative
|
|
|
|
|
24,451
|
|
|
|
(2,438
|
)
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
|
|
20,962
|
|
|
|
Depreciation and amortization
|
|
|
|
|
16,152
|
|
|
|
|
|
|
|
(6,248
|
)
|
|
|
|
|
|
|
9,904
|
|
|
|
Restructuring
|
|
|
|
|
|
5,434
|
|
|
|
|
|
(5,434
|
)
|
|
|
|
|
|
|
|
|
-
|
|
|
|
In-process research and development charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
262,340
|
|
|
|
(11,167
|
)
|
|
|
(8,626
|
)
|
|
|
(6,248
|
)
|
|
|
799
|
|
|
-
|
|
|
|
237,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
|
(2,326
|
)
|
|
|
11,167
|
|
|
|
8,626
|
|
|
|
6,248
|
|
|
|
4,552
|
|
|
-
|
|
|
|
28,267
|
|
|
Gain/(loss) on sale of assets
|
|
|
|
|
|
1,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,237
|
|
|
Gain (loss) on ARS
|
|
|
|
|
|
533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
533
|
|
|
Interest expense
|
|
|
|
|
|
(2,105
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,105
|
)
|
|
Interest income
|
|
|
|
|
|
1,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,528
|
|
|
Income (loss) before income taxes
|
|
|
|
|
(1,133
|
)
|
|
|
11,167
|
|
|
|
8,626
|
|
|
|
6,248
|
|
|
|
4,552
|
|
|
-
|
|
|
|
29,460
|
|
|
Provision for income taxes
|
|
|
|
|
|
3,834
|
|
|
|
3,502
|
|
|
|
3,244
|
|
|
|
2,350
|
|
|
|
1,711
|
|
|
(3,652
|
)
|
|
|
10,989
|
|
|
Net income (loss)
|
|
|
|
|
$
|
(4,967
|
)
|
|
$
|
7,665
|
|
|
$
|
5,382
|
|
|
$
|
3,898
|
|
|
$
|
2,841
|
|
$
|
3,652
|
|
|
$
|
18,471
|
|
|
|
Income allocated to participating securities
|
|
|
|
-
|
|
|
|
94
|
|
|
|
66
|
|
|
|
48
|
|
|
|
35
|
|
|
45
|
|
|
|
288
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
(4,967
|
)
|
|
$
|
7,571
|
|
|
$
|
5,316
|
|
|
$
|
3,850
|
|
|
$
|
2,806
|
|
$
|
3,607
|
|
|
$
|
18,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) common per share
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.14
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.05
|
|
$
|
0.06
|
|
|
$
|
0.33
|
|
|
|
Shares used in computing earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
55,588
|
|
|
|
55,588
|
|
|
|
55,588
|
|
|
|
55,588
|
|
|
|
55,588
|
|
|
55,588
|
|
|
|
55,588
|
|
|
|
|
|
Diluted
|
|
|
|
|
55,588
|
|
|
|
55,914
|
|
|
|
55,914
|
|
|
|
55,914
|
|
|
|
55,914
|
|
|
55,914
|
|
|
|
55,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Represents stock-based compensation expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
This amount represents costs associated with the previously
announced reduction in our professional services organization and
other headcount and severance costs incurred primarily in the first
quarter and severance costs primarily associated with the
resignation of our former CEO in the second quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
This expense is the amortization of intangible assets associated
with 2008 acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
This represents a deferred revenue adjustment of $5.4 million net of
deferred costs adjustment of $0.8 million related to our December
2008 acquisition of Premise Corporation. The amounts represent the
reduction of deferred revenue and related deferred costs acquired
from Premise as a result of purchase accounting adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
This amount represents a combination of discrete tax items in the
quarter, primarily deferred tax asset adjustments for Canadian
research and development credits, and non-GAAP tax adjustments to
reflect the non-GAAP annual effective tax rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eclipsys Corporation
|
|
Reconciliation of GAAP to Non-GAAP Pro Forma Results
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2008 (Unaudited)
|
|
Stock-based comp expense (1)
|
|
Derivative Litigation (2)
|
|
EPSI (3)
|
|
Gain on sale of assets (4)
|
|
Headquarter Relocation (5)
|
|
Three Months Ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and services
|
|
|
|
|
$
|
126,308
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
126,308
|
|
|
|
Hardware
|
|
|
|
|
|
5,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,834
|
|
|
|
Total revenues
|
|
|
|
|
|
132,142
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
132,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of systems and services
|
|
|
|
|
69,316
|
|
|
|
(1,777
|
)
|
|
|
|
|
|
|
|
|
(126
|
)
|
|
|
67,413
|
|
|
|
Costs of hardware
|
|
|
|
|
|
3,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,615
|
|
|
|
Sales and marketing
|
|
|
|
|
|
22,781
|
|
|
|
(1,488
|
)
|
|
|
|
|
|
|
|
|
(377
|
)
|
|
|
20,916
|
|
|
|
Research and development
|
|
|
|
|
15,753
|
|
|
|
(288
|
)
|
|
|
|
|
|
|
|
|
|
|
15,465
|
|
|
|
General and administrative
|
|
|
|
|
7,713
|
|
|
|
(566
|
)
|
|
|
658
|
|
|
|
|
|
|
|
(754
|
)
|
|
|
7,051
|
|
|
|
Depreciation and amortization
|
|
|
|
|
5,740
|
|
|
|
|
|
|
|
(1,121
|
)
|
|
|
|
|
|
|
4,619
|
|
|
|
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-process research and development charge
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
124,918
|
|
|
|
(4,119
|
)
|
|
|
658
|
|
|
|
(1,121
|
)
|
|
|
-
|
|
|
|
(1,257
|
)
|
|
|
119,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
|
|
|
7,224
|
|
|
|
4,119
|
|
|
|
(658
|
)
|
|
|
1,121
|
|
|
|
|
|
1,257
|
|
|
|
13,063
|
|
|
Gain/(loss) on sale of assets
|
|
|
|
|
|
1,451
|
|
|
|
|
|
|
|
|
|
(1,451
|
)
|
|
|
|
|
-
|
|
|
Gain (loss) on ARS
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Interest expense
|
|
|
|
|
|
(457
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(457
|
)
|
|
Interest income
|
|
|
|
|
|
1,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,285
|
|
|
Income (loss) before income taxes
|
|
|
|
|
9,503
|
|
|
|
4,119
|
|
|
|
(658
|
)
|
|
|
1,121
|
|
|
|
(1,451
|
)
|
|
|
1,257
|
|
|
|
13,891
|
|
|
Provision for income taxes
|
|
|
|
|
|
992
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(255
|
)
|
|
|
|
|
737
|
|
|
Net income (loss)
|
|
|
|
|
$
|
8,511
|
|
|
$
|
4,119
|
|
|
$
|
(658
|
)
|
|
$
|
1,121
|
|
|
$
|
(1,196
|
)
|
|
$
|
1,257
|
|
|
$
|
13,154
|
|
|
|
Income allocated to participating securities
|
|
|
|
113
|
|
|
|
55
|
|
|
|
(9
|
)
|
|
|
15
|
|
|
|
(16
|
)
|
|
|
17
|
|
|
|
175
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
8,398
|
|
|
$
|
4,064
|
|
|
$
|
(649
|
)
|
|
$
|
1,106
|
|
|
$
|
(1,180
|
)
|
|
$
|
1,240
|
|
|
$
|
12,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) common per share
|
|
|
$
|
0.15
|
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
$
|
0.24
|
|
|
|
Shares used in computing earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
53,657
|
|
|
|
|
|
Diluted
|
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
54,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Represents stock-based compensation expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
This reduction in general and administrative expenses is associated
with insurance recoveries related to the previously disclosed
derivative litigation, the settlement of which is pending final
court approval.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
This expense is the amortization of intangible assets associated
with the February 2008 acquisition of EPSi.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
This gain resulted from the achievement of certain post-closing
milestones associated with the December 2007 sale of the Clinical
Practice Model Resource Center business.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
This cost was related primarily to amounts incurred to relocate the
corporate headquarters from Boca Raton to Atlanta. These include
salaries and benefits associated with termination of employees not
relocating and other administrative costs associated with the move.
|
|
|
|
|
|
|
|
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Eclipsys Corporation
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Reconciliation of GAAP to Non-GAAP Pro Forma Results
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(in thousands, except per share amounts)
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GAAP
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Non-GAAP
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Year-to-date June 30, 2008 (Unaudited)
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Stock-based comp expense (1)
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Derivative Litigation (2)
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EPSI (3)
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Gain on sale of assets (4)
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Headquarter Relocation (5)
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Tax Provision (6)
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Year-to-date June 30, 2008
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Revenues:
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Systems and services
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$
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245,446
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$
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245,446
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Hardware
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11,076
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11,076
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Total revenues
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256,522
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-
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-
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-
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-
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-
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256,522
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Cost and expenses:
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Costs of systems and services
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136,876
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(3,385
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(419
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133,072
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Costs of hardware
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7,951
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-
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7,951
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Sales and marketing
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43,652
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(2,585
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(825
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40,242
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Research and development
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32,907
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(590
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(159
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32,158
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General and administrative
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18,676
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(907
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(1,353
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(1,537
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14,879
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Depreciation and amortization
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10,506
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(1,545
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8,961
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In-process research and development charge
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850
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(850
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-
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Total costs and expenses
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251,418
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(7,467
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(1,353
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(2,395
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(2,940
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-
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237,263
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Income (loss) from operations
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5,104
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7,467
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1,353
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2,395
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2,940
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19,259
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Gain/(loss) on sale of assets
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3,515
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(3,482
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33
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Gain (loss) on ARS
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-
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-
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Interest expense
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(720
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(720
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Interest income
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3,667
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3,667
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Income (loss) before income taxes
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11,566
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7,467
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1,353
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2,395
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(3,482
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2,940
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-
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22,239
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Provision for income taxes
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2,766
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-
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-
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(255
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(1,540
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971
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Net income (loss)
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$
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8,800
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$
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7,467
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$
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1,353
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$
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2,395
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$
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(3,227
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$
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2,940
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$
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1,540
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$
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21,268
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Income allocated to participating securities
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105
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89
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16
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29
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(38
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35
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18
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253
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Net income (loss) available to common stockholders
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$
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8,695
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$
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7,378
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$
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1,337
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$
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2,366
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$
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(3,189
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$
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2,905
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$
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1,522
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$
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21,015
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Diluted income (loss) common per share
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$
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0.16
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$
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0.14
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$
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0.02
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$
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0.04
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$
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(0.06
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$
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0.05
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$
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0.03
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$
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0.39
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Shares used in computing earnings (loss) per common share
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Basic
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53,595
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53,595
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53,595
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53,595
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53,595
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53,595
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53,595
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53,595
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Diluted
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54,481
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54,481
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54,481
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54,481
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54,481
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54,481
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54,481
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54,481
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1
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Represents stock-based compensation expense.
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2
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These charges were incurred as a result of the voluntary stock
option review completed in the second quarter 2007 and are related
primarily to legal fees associated with the subsequent derivative
litigation. These costs are net of insurance recoveries in the
second quarter 2008.
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3
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These amounts relate to a charge of $850 for a write off of
in-process research and development and amortization of intangible
assets recorded as part of the purchase price allocation of the
February 2008 acquisition of EPSi.
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4
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This gain was recorded in conjunction with contingent consideration
earned related to the December 2007 sale of the Clinical Practice
Model Resource Center business to Elsevier Inc.
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5
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This cost was related primarily to amounts incurred to relocate the
corporate headquarters from Boca Raton to Atlanta. These include
salaries and benefits associated with termination of employees not
relocating and other administrative costs associated with the move.
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6
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FASB Interpretation 48 "Accounting for Uncertainty in Income Taxes"
clarifies the criteria for recognizing income tax benefits. This
charge was recorded as a result of the review of uncertain state tax
positions.
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