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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

 

OR

 

¨ 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 0-26816

 


 

IDX SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


 

Vermont   03-0222230

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

40 IDX Drive

South Burlington, VT 05403

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number, Including Area Code: (802-862-1022)

 


 

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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

The number of shares outstanding of the registrant’s common stock as of May 4, 2004 was 30,132,748.

 

The following trademarks used herein are owned by IDX: Flowcast, Groupcast, Carecast, Imagecast, IDX, LastWord, IDXtend and Web Framework. All other trademarks referenced in this Quarterly Report on Form 10-Q are the property of their respective owners.

 



Table of Contents

IDX SYSTEMS CORPORATION

FORM 10-Q

For the Period Ended March 31, 2004

 

TABLE OF CONTENTS

 

     Page

PART I. FINANCIAL INFORMATION

    
     ITEM 1.    Financial Statements    3
          Condensed Consolidated Balance Sheets (unaudited)    3
          Condensed Consolidated Statements of Income (unaudited)    4
          Condensed Consolidated Statements of Cash Flows (unaudited)    5
          Notes to Condensed Consolidated Financial Statements (unaudited)    6
     ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    15
     ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk    34
     ITEM 4.    Controls and Procedures    35

PART II. OTHER INFORMATION

    
     ITEM 1.    Legal Proceedings    36
     ITEM 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    37
     ITEM 3.    Defaults Upon Senior Securities    37
     ITEM 4.    Submission of Matters to a Vote of Security Holders    37
     ITEM 5.    Other Information    37
     ITEM 6.    Exhibits and Reports on Form 8-K    37

SIGNATURES

   38

EXHIBIT INDEX

   39

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

IDX Systems Corporation

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

    

March 31,

2004


  

December 31,

2003


ASSETS

             

Cash and cash equivalents

   $ 18,820    $ 25,536

Marketable securities

     86,441      79,068

Accounts receivable, net

     109,687      85,971

Unbilled receivables

     7,781      7,738

Refundable income taxes

     8,264      8,564

Prepaid and other current assets

     21,512      11,446

Deferred tax asset

     8,408      5,899
    

  

Total current assets

     260,913      224,222

Property and equipment, net

     85,943      86,216

Capitalized software costs, net

     4,985      3,806

Goodwill, net

     2,508      2,508

Other assets

     10,318      10,357

Deferred tax asset

     11,235      11,404
    

  

Total assets

   $ 375,902    $ 338,513
    

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

             

Accounts payable, accrued expenses and other liabilities

   $ 60,213    $ 54,843

Deferred revenue

     44,906      23,016
    

  

Total current liabilities

     105,119      77,859

Commitments and contingencies

     —        —  

Stockholders’ equity

     270,783      260,654
    

  

Total liabilities and stockholders’ equity

   $ 375,902    $ 338,513
    

  

 

See Notes to the Condensed Consolidated Financial Statements

 

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IDX Systems Corporation

Condensed Consolidated Statements of Income

(in thousands, except for per share data)

(unaudited)

 

    

Three Months Ended

March 31,


 
     2004

    2003

 

Revenues

                

System sales

   $ 35,974     $ 32,541  

Maintenance and service fees

     66,576       59,900  
    


 


Total revenues

     102,550       92,441  

Operating expenses

                

Cost of system sales

     11,217       11,792  

Cost of maintenance and services

     46,591       41,661  

Selling, general and administrative

     28,427       20,454  

Software development costs

     13,887       13,350  
    


 


Total operating expenses

     100,122       87,257  
    


 


Operating income

     2,428       5,184  

Other income

     116       124  
    


 


Income before income taxes

     2,544       5,308  

Income tax provision

     (967 )     (1,592 )
    


 


Income from continuing operations

     1,577       3,716  

Discontinued operations

                

Income from discontinued operations, net of income taxes

     —         115  
    


 


Net income

   $ 1,577     $ 3,831  
    


 


Basic earnings per share

                

Income from continuing operations

   $ 0.05     $ 0.13  

Income from discontinued operations

   $ —       $ —    
    


 


Basic earnings per share

   $ 0.05     $ 0.13  
    


 


Basic weighted average shares outstanding

     29,880       29,172  
    


 


Diluted earnings per share

                

Income from continuing operations

   $ 0.05     $ 0.13  

Income from discontinued operations

   $ —       $ —    
    


 


Diluted earnings per share

   $ 0.05     $ 0.13  
    


 


Diluted weighted average shares outstanding

     31,434       29,415  
    


 


 

See Notes to the Condensed Consolidated Financial Statements

 

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IDX Systems Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

    

Three Months Ended

March 31,


 
     2004

    2003

 

Operating Activities:

                

Net income

   $ 1,577     $ 3,831  

Less: Income from discontinued operations, net of income taxes

     —         115  
    


 


Net income from continuing operations

     1,577       3,716  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

                

Depreciation

     4,031       3,145  

Amortization

     406       580  

Deferred taxes

     (2,340 )     (727 )

Increase in allowance for doubtful accounts

     544       294  

Tax benefit related to exercise of non-qualified stock options

     2,673       —    

Foreign currency transaction (gains) losses, net

     189       —    

Loss on disposition of equipment

     29       —    

Other

     52       75  

Changes in operating assets and liabilities:

                

Accounts receivable

     (24,454 )     647  

Prepaid expenses and other assets

     (10,091 )     (1,452 )

Accounts payable and accrued expenses

     5,462       (9,103 )

Federal and state income taxes

     285       1,488  

Deferred revenue

     21,890       989  
    


 


Net cash provided by (used in) operating activities from continuing operations

     253       (348 )

Investing Activities:

                

Purchase of property and equipment, net

     (3,785 )     (8,415 )

Purchase of marketable securities

     (60,831 )     (24,320 )

Proceeds from sale of marketable securities

     53,466       29,512  

Other assets

     (1,584 )     (211 )
    


 


Net cash used in investing activities from continuing operations

     (12,734 )     (3,434 )

Financing Activities:

                

Proceeds from sale of common stock

     5,788       137  

Proceeds from debt issuance

     —         23,727  

Repayment of debt issuance

     —         (18,727 )
    


 


Net cash provided by financing activities from continuing operations

     5,788       5,137  

Effect of exchange rate fluctuations on cash and cash equivalents

     (23 )     —    
    


 


Net cash (used in) provided by continuing operations

     (6,716 )     1,355  

Net cash provided by discontinued operations

     —         5,531  
    


 


Net (decrease) increase in cash and cash equivalents

     (6,716 )     6,886  

Cash and cash equivalents at beginning of period

     25,536       40,135  
    


 


Cash and cash equivalents at end of period

   $ 18,820     $ 47,021  
    


 


 

See Notes to Condensed Consolidated Financial Statements

 

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Notes to Condensed Consolidated Financial Statements

 

Note 1 – Nature of Business and Basis of Presentation

 

IDX Systems Corporation (“IDX” or the “Company”) provides healthcare information systems and services to large integrated healthcare delivery enterprises located in the United States, the United Kingdom and Canada. Revenues are derived from the licensing of software, hardware sales, and providing maintenance and services related to system sales.

 

On June 18, 2003, the Company completed the sale of its wholly owned subsidiary EDiX Corporation (“EDiX”) to Spheris, formerly Total eMed, Inc. (“TEM”), a medical transcription company based in Franklin, Tennessee. EDiX was accounted for as a discontinued operation, and therefore, EDiX’s results of operations and cash flows have been removed from the Company’s results of continuing operations and cash flows for all periods presented in this Quarterly Report on Form 10-Q. See Note 3 for further information on the sale of EDiX.

 

The interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States. Accordingly, certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed. In the opinion of management, all necessary adjustments (consisting of normal recurring accruals) have been made to provide a fair presentation. The operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes included in the Company’s latest annual report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2004.

 

Certain reclassifications of prior period data have been made to conform to the current reporting period.

 

Accounting for Stock Based Compensation

 

The Company accounts for its stock-based compensation plan under Accounting Principles Board (“APB”) Opinion No. 25 (“APB No. 25”), Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock-based compensation plans. Accordingly, the Company records expense for employee stock compensation plans equal to the excess of the market price of the underlying IDX shares at the date of grant over the exercise price of the stock-related award, if any (known as the intrinsic value). In general, all employee stock options are issued with the exercise price equal to the market price of the underlying shares at the grant date and therefore, no compensation expense is recorded. In addition, no compensation expense is recorded for purchases under the 1995 Employee Stock Purchase Plan (the “ESPP”), as the plan is non-compensatory under the provisions of APB No. 25. The intrinsic value of restricted stock units and certain other stock-based compensation issued to employees as of the date of grant is amortized to compensation expense over the vesting period.

 

Statement of Financial Accounting Standards (“SFAS”) No. 123 establishes the fair value based method of accounting for stock-based compensation plans. The Company has adopted the disclosure-only alternative for stock options

 

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granted to employees and directors and for employee stock purchases under the ESPP under SFAS No. 123. The table below summarizes the pro forma operating results of the Company had compensation cost been determined in accordance with the fair value based method prescribed by SFAS No. 123.

 

    

Three Months Ended

March 31,


 

(in thousands, except for per share data)


   2004

    2003

 

Net income as reported

   $ 1,577     $ 3,831  

Add:

                

Stock-based employee compensation expense included in reported net income, net of related tax effects

     32       53  

Deduct:

                

Total stock-based compensation under fair value based methods, net of related tax effects

     (1,621 )     (1,242 )
    


 


Pro forma net (loss) income – SFAS No. 123

   $ (12 )   $ 2,642  
    


 


Basic and diluted earnings per share:

                

As reported

   $ 0.05     $ 0.13  

Pro forma – SFAS No. 123

   $ —       $ 0.09  

 

Note 2 – New Accounting Standards

 

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. Prior to FIN 46, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that guidance by requiring a variable interest entity, as defined in FIN 46, to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. FIN 46 also requires disclosure about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. On October 8, 2003, the Financial Accounting Standards Board deferred the effective date of FIN 46 for variable interest entities created before February 1, 2003 to periods ending after December 15, 2003. A public entity need not apply the provisions of FIN 46 to an interest held in a variable interest entity (“VIE”) until the end of the first interim or annual period ending after December 15, 2003, if both of the following apply:

 

  the VIE was created before February 1, 2003, and

 

  the public entity has not issued financial statements reporting interests in VIE’s in accordance with FIN 46, other than certain required disclosures.

 

Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN 46 had no impact on the Company’s financial position, results of operations or cash flows.

 

Note 3 – Business Combinations and Divestitures

 

On June 18, 2003, the Company sold its wholly owned subsidiary, EDiX, to TEM resulting in a net gain on the sale of discontinued operations of $26.5 million. The Company received approximately $64.0 million in cash from TEM in exchange for all the capital stock of EDiX. The Company transferred approximately $8.2 million of cash to TEM as part of the sale of EDiX, resulting in a net cash inflow related to the EDiX sale of $53.6 million, net of transaction costs. EDiX represented the Company’s medical transcription services segment (See Note 6).

 

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