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)
Registrants 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 registrants 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.
FORM 10-Q
For the Period Ended March 31, 2004
TABLE OF CONTENTS
2
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
3
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
4
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
5
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, EDiXs results of operations and cash flows have been removed from the Companys 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 Companys 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
6
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 entitys activities or is entitled to receive a majority of the entitys 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 VIEs 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 Companys 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 Companys medical transcription services segment (See Note 6).
7