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8-K - 8-K - ATHENAHEALTH INCathnq22014form8k.htm
EX-99.2 - PREPARED REMARKS - ATHENAHEALTH INCathnq22014preparedremarks.htm


athenahealth, Inc. Reports Second Quarter Fiscal Year 2014 Results

Company Reaffirms Full Year Fiscal 2014 Guidance

Q2 2014 Financial Results
27% Revenue Growth Over Second Quarter of 2013
Non-GAAP Adjusted Operating Income of $21.6 million
GAAP Net Loss of $2.2 million, or $0.06 Per Diluted Share
Non-GAAP Adjusted Net Income of $12.2 million, or $0.32 Per Diluted Share
WATERTOWN, MA – July 17, 2014 - athenahealth, Inc. (NASDAQ: ATHN) (“athenahealth” or “we”), a leading provider of cloud-based services for electronic health record (EHRs), practice management, and care coordination, today announced financial and operational results for the second quarter of fiscal year 2014. We will conduct a conference call tomorrow, Friday, July 18, 2014, at 8:00 a.m. Eastern Time to discuss these results and management’s outlook for future financial and operational performance.
Total revenue for the three months ended June 30, 2014 was $185.9 million, compared to $146.3 million in the same period last year, an increase of 27%.
Revenue from athenahealth-branded services was $170.3 million, an increase of 32% over $129.5 million for the three months ended June 30, 2013.
Revenue from Epocrates-branded services was $11.3 million, a decrease of 23% from $14.6 million for the three months ended June 30, 2013.
Other revenue was $4.3 million, an increase of 95% over $2.2 million for the three months ended June 30, 2013.
“We continue to make progress in bringing the value of cloud-based, software-enabled services to health care,” said Jonathan Bush, athenahealth’s chairman and chief executive officer. “We’re adding more health care providers and organizations onto our national cloud network and we are growing the number of insight-driven services and workflows we deliver to further our clients’ financial and operational performance. Our services are aimed at enhancing the value and efficiency of our network, our clients’ productivity, and our own business growth and profitability. While there remains a great deal of work yet to be done, we are confident that we are making smart, targeted investments that will drive value creation for the remainder of 2014 and beyond.”
For the three months ended June 30, 2014, Non-GAAP Adjusted Gross Margin was 63.0%, up slightly from 62.4% in the same period last year.
For the three months ended June 30, 2014, Non-GAAP Adjusted Operating Income was $21.6 million, or 11.6% of total revenue, compared to Non-GAAP Adjusted Operating Income of $11.2 million, or 7.6% of total revenue, in the same period last year.
For the three months ended June 30, 2014, GAAP Net Loss was $2.2 million, or $0.06 per diluted share, compared to GAAP Net Loss of $12.4 million, or $0.34 per diluted share, in the same period last year.

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For the three months ended June 30, 2014, Non-GAAP Adjusted Net Income was $12.2 million, or $0.32 per diluted share, compared to Non-GAAP Adjusted Net Loss of $3.1 million, or $0.08 per diluted share, in the same period last year.
For 2014, we are using a non-GAAP tax rate of 40% to normalize the tax impact to our Non-GAAP Adjusted Net Income per Diluted Share based on the fact that a relatively small change in pre-tax GAAP income (loss) could result in a volatile GAAP effective tax rate. If this approach had been used for the three months ended June 30, 2013, Non-GAAP Adjusted Net Income per Diluted Share would have been $0.17 instead of Non-GAAP Adjusted Net Loss per Diluted Share of $0.08.
“The athenahealth team delivered a strong quarter, outperforming our internal goals on both the top and bottom line,” said Karl Stubelis, athenahealth’s acting chief financial officer. “We continue to build on our strong momentum, growing our core physician network by 28%, signing on new strategic relationships, like Henry Schein, and increasing our automation rate to our 49% goal. As such, we are pleased to reaffirm our guidance for full year fiscal 2014.”
Our fiscal year 2014 guidance communicated at our 6th Annual Investor Summit on December 12, 2013, is summarized in the following table:
For the Fiscal Year Ending December 31, 2014
Forward Looking Guidance
GAAP Total Revenue
$725 - $755 million
Non-GAAP Adjusted Gross Margin
62.5% - 63.5%
Non-GAAP Adjusted Operating Income
$70 - $80 million
Non-GAAP Adjusted Net Income per Diluted Share
$0.98 - $1.10
Non-GAAP Tax Rate
40%
Use of Non-GAAP Financial Measures
In our earnings releases, prepared remarks, conference calls, slide presentations, and webcasts, we may use or discuss non-GAAP financial measures, as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the condensed consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investors section of our web site at www.athenahealth.com.
Conference Call Information
To participate in our live conference call and webcast, please dial 877-853-5645 (or 408-940-3868 for international calls) using conference code No. 59551365, or visit the Investors section of our website at www.athenahealth.com. A replay will be available for one week following the conference call at 855-859-2056 (and 404-537-3406 for international calls) using conference code No. 59551365. A webcast replay will also be archived on our website.

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About athenahealth
athenahealth is a leading provider of cloud-based services for electronic health record (EHRs), practice management, and care coordination. athenahealth’s mission is to be caregivers’ most trusted service, helping them do well doing the right thing. For more information, please visit www.athenahealth.com.
Forward-Looking Statements
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements reflecting management’s expectations for future financial and operational performance and operating expenditures, expected growth, and business outlook; statements regarding the benefits of our service offerings and demand for our service offerings; statements regarding the expansion of our network; statements regarding our market opportunity; statements regarding changes in the health care industry, including an increased emphasis on cloud-based services, and our positioning in regard to those changes; statements regarding the expected value creation from our investments; statements regarding our clients’ financial and operational performance; and statements found under our “Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures” section of this release. The forward-looking statements in this release do not constitute guarantees of future performance. These statements are neither promises nor guarantees, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things: our fluctuating operating results; our variable sales and implementation cycles, which may result in fluctuations in our quarterly results; risks associated with the acquisition and integration of companies and new technologies to achieve expected synergies, including those related to our ability to successfully integrate the services and offerings of Epocrates and realize the expected benefits; risks associated with our ability to realize the expected benefits from the purchase of the Arsenal on the Charles campus in Watertown, Massachusetts; risks associated with our expectations regarding our ability to maintain profitability; the impact of increased sales and marketing expenditures, including whether increased expansion in revenues is attained and impacts on margins and profitability; changes in tax rates or exposure to additional tax liabilities; the highly competitive industry in which we operate and the relative immaturity of the market for our service offerings; and the evolving and complex governmental and regulatory compliance environment in which we and our clients operate. Forward-looking statements may often be identified with words such as “we expect”, “we anticipate”, “upcoming”, “aim”, or similar indications of future expectations. These statements are neither promises nor guarantees, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances, or otherwise. For additional disclosure regarding these and other risks faced by us, please see the disclosures contained in our public filings with the Securities and Exchange Commission, available on the Investors section of our website at www.athenahealth.com and on the SEC’s website at www.sec.gov.

Contact Info:
Dana Quattrochi
athenahealth, Inc. (Investors)
investorrelations@athenahealth.com
(617) 402-1329

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Holly Spring
athenahealth, Inc. (Media)
media@athenahealth.com
(617) 402-1631

4



athenahealth, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share amounts)
 
 
June 30,
2014
 
December 31,
2013
Assets
 

 

Current assets:
 

 

Cash and cash equivalents
 
$
56,245

 
$
65,002

Marketable securities
 
53,200

 

Restricted cash
 
45

 
3,000

Accounts receivable, net
 
97,561

 
87,343

Deferred tax assets, net
 
119

 
6,118

Prepaid expenses and other current assets
 
19,964

 
17,194

Total current assets
 
227,134

 
178,657

 
 
 
 
 
Property and equipment, net
 
234,962

 
213,018

Capitalized software costs, net
 
45,184

 
29,987

Purchased intangible assets, net
 
152,532

 
168,364

Goodwill
 
198,049

 
198,049

Investments and other assets
 
7,791

 
8,321

Total assets
 
$
865,652

 
$
796,396

 
 
 
 
 
Liabilities & Stockholders’ Equity
 

 

Current liabilities:
 

 

Line of credit
 
$
35,000

 
$
35,000

Long-term debt
 
15,000

 
15,000

Accounts payable
 
9,021

 
3,930

Accrued compensation
 
48,884

 
44,444

Accrued expenses
 
39,183

 
24,380

Deferred revenue
 
26,874

 
27,002

Deferred tax liability, net
 
6,884

 

Total current liabilities
 
180,846

 
149,756

Deferred rent, net of current portion
 
4,911

 
1,478

Long-term debt, net of current portion
 
166,250

 
173,750

Deferred revenue, net of current portion
 
54,556

 
53,172

Long-term deferred tax liability, net
 
22,592

 
21,421

Other long-term liabilities
 
7,121

 
5,511

Total liabilities
 
436,276

 
405,088

 
 

 

Stockholders’ equity:
 

 

     Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
 

 

     Common stock, $0.01 par value: 125,000 shares authorized; 39,211 shares issued and 37,933 shares outstanding at June 30, 2014; 38,600 shares issued and 37,322 shares outstanding at December 31, 2013
 
393

 
387

Additional paid-in capital
 
396,597

 
380,967

Treasury stock, at cost, 1,278 shares
 
(1,200
)
 
(1,200
)
Accumulated other comprehensive income (loss)
 
32,203

 
(446
)
Retained earnings
 
1,383

 
11,600

Total stockholders’ equity
 
429,376

 
391,308

Total liabilities and stockholders’ equity
 
$
865,652

 
$
796,396


5



athenahealth, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share amounts)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Revenue:
 
 
 
 
 
 
 
 
Business services
 
$
175,949

 
$
137,919

 
$
330,451

 
$
259,382

Implementation and other
 
9,973

 
8,382

 
18,506

 
12,515

Total revenue
 
185,922

 
146,301

 
348,957

 
271,897

Expense:
 
 
 
 
 
 
 
 
Direct operating
 
74,774

 
59,390

 
146,922

 
112,575

Selling and marketing
 
50,722

 
41,035

 
93,949

 
73,957

Research and development
 
16,417

 
14,269

 
31,572

 
26,213

General and administrative
 
30,443

 
24,670

 
59,800

 
55,747

Depreciation and amortization
 
15,186

 
11,107

 
29,435

 
19,448

Total expense
 
187,542

 
150,471

 
361,678

 
287,940

Operating loss
 
(1,620
)
 
(4,170
)
 
(12,721
)
 
(16,043
)
Other (expense) income:
 
 
 
 
 
 
 
 
Interest expense
 
(1,275
)
 
(1,001
)
 
(2,541
)
 
(1,165
)
Other (expense) income
 
(6
)
 
63

 
(176
)
 
117

Total other expense
 
(1,281
)
 
(938
)
 
(2,717
)
 
(1,048
)
Loss before income tax benefit (provision)
 
(2,901
)
 
(5,108
)
 
(15,438
)
 
(17,091
)
Income tax benefit (provision)
 
739

 
(7,313
)
 
5,221

 
5,370

Net loss
 
$
(2,162
)
 
$
(12,421
)
 
$
(10,217
)
 
$
(11,721
)
Net loss per share – Basic
 
$
(0.06
)
 
$
(0.34
)
 
$
(0.27
)
 
$
(0.32
)
Net loss per share – Diluted
 
$
(0.06
)
 
$
(0.34
)
 
$
(0.27
)
 
$
(0.32
)
Weighted average shares used in computing net loss per share:
 
 
 
 
 
 
 
 
Basic
 
37,860

 
36,760

 
37,673

 
36,598

Diluted
 
37,860

 
36,760

 
37,673

 
36,598



6



athenahealth, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
 
Six Months Ended June 30,
 
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net loss
 
$
(10,217
)
 
$
(11,721
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
45,301

 
26,226

Deferred income tax
 
(5,478
)
 
(5,492
)
Stock-based compensation expense
 
26,565

 
24,042

Other reconciling adjustments
 
143

 
174

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable, net
 
(10,218
)
 
(8,259
)
Prepaid expenses and other current assets
 
(3,043
)
 
(5,069
)
Other long-term assets
 
(388
)
 
493

Accounts payable
 
4,571

 
2,864

Accrued expenses and other long-term liabilities
 
9,526

 
(796
)
Accrued compensation
 
3,852

 
(1,307
)
Deferred revenue
 
1,256

 
2,232

Deferred rent
 
1,882

 
(3,632
)
Net cash provided by operating activities
 
63,752

 
19,755

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Capitalized software development costs
 
(26,218
)
 
(12,993
)
Purchases of property and equipment
 
(28,991
)
 
(16,601
)
Proceeds from sales and maturities of investments
 

 
56,245

Payments on acquisitions, net of cash acquired
 

 
(410,161
)
Change in restricted cash
 
2,955

 
1,357

Other investing activities
 
(250
)
 

Net cash used in investing activities
 
(52,504
)
 
(382,153
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Proceeds from issuance of common stock under stock plans and warrants
 
13,845

 
12,248

Taxes paid related to net share settlement of stock awards
 
(26,520
)
 
(9,924
)
Proceeds from line of credit
 

 
155,000

Proceeds from long-term debt
 

 
200,000

Payments for long-term debt
 
(7,500
)
 
(3,750
)
Payments for line of credit
 

 
(105,000
)
Net settlement of acquired company’s board of directors equity shares
 

 
(5,806
)
Debt issuance costs
 

 
(1,592
)
Net cash (used in) provided by financing activities
 
(20,175
)
 
241,176

Effects of exchange rate changes on cash and cash equivalents
 
170

 
(208
)
Net decrease in cash and cash equivalents
 
(8,757
)
 
(121,430
)
Cash and cash equivalents at beginning of period
 
65,002

 
154,988

Cash and cash equivalents at end of period
 
$
56,245

 
$
33,558


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athenahealth, Inc.
STOCK-BASED COMPENSATION
(Unaudited, in thousands)

Set forth below is a breakout of stock-based compensation impacting the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014, and 2013:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Stock-based compensation charged to Condensed Consolidated Statements of Income:
 
 
 
 
 
 
 
Direct operating
$
3,222

 
$
2,047

 
$
5,818

 
$
3,764

Selling and marketing
4,202

 
3,275

 
7,226

 
6,151

Research and development
2,135

 
965

 
3,800

 
2,288

General and administrative
4,655

 
4,017

 
9,721

 
11,759

    Total stock-based compensation expense
14,214

 
10,304

 
26,565

 
23,962

Amortization of capitalized stock-based compensation related to software development (1)
481

 
222

 
880

 
378

    Total
$
14,695

 
$
10,526

 
$
27,445

 
$
24,340

 
 
 
 
 
 
 
 
(1)
In addition, for the three months ended June 30, 2014, and 2013, $1.0 million and $0.5 million, respectively, of stock-based compensation was capitalized in the line item Capitalized Software Costs, net in the Condensed Consolidated Balance Sheets for which $0.5 million and $0.2 million, respectively, of amortization was included in the line item Depreciation and Amortization in the Condensed Consolidated Statements of Income. For the six months ended June 30, 2014 and 2013, $1.8 million and $0.9 million, respectively, of stock-based compensation was capitalized in the line item Capitalized Software Costs, net in the Condensed Consolidated Balance Sheets for which $0.9 million and $0.4 million, respectively, of amortization was included in the line item Depreciation and Amortization in the Condensed Consolidated Statements of Income.

athenahealth, Inc.
AMORTIZATION OF PURCHASED INTANGIBLE ASSETS
(Unaudited, in thousands)

Set forth below is a breakout of amortization of purchased intangible assets impacting the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014, and 2013:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Amortization of purchased intangible assets allocated to:
2014
 
2013
 
2014
 
2013
Direct operating
$
2,716

 
$
2,405

 
$
6,655

 
$
4,145

Selling and marketing
5,820

 
2,421

 
8,971

 
2,421

Total amortization of purchased intangible assets
$
8,536

 
$
4,826

 
$
15,626

 
$
6,566

 
 
 
 
 
 
 
 


8



athenahealth, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP MEASURES
(Unaudited, in thousands, except per share amounts)
The following is a reconciliation of the non-GAAP financial measures used by us to describe our financial results determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). An explanation of these measures is also included below under the heading “Explanation of Non-GAAP Financial Measures.”
While management believes that these non-GAAP financial measures provide useful supplemental information to investors regarding the underlying performance of our business operations, investors are reminded to consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies, and management may utilize other measures to illustrate performance in the future. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP.
Please note that these figures may not sum exactly due to rounding.
Non-GAAP Adjusted Gross Margin
Set forth below is a presentation of our “Non-GAAP Adjusted Gross Profit” and “Non-GAAP Adjusted Gross Margin,” which represents Non-GAAP Adjusted Gross Profit as a percentage of total revenue.
(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Total revenue
$
185,922

 
$
146,301

 
$
348,957

 
$
271,897

Direct operating expense
74,774

 
59,390

 
146,922

 
112,575

 
 
 
 
 
 
 
 
 Total revenue less direct operating expense
111,148

 
86,911

 
202,035

 
159,322

  Add: Stock-based compensation
allocated to direct operating expense
3,222

 
2,047

 
5,818

 
3,764

  Add: Amortization of purchased intangible assets
allocated to direct operating expense
2,716

 
2,405

 
6,655

 
4,145

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Gross Profit
$
117,086

 
$
91,363

 
$
214,508

 
$
167,231

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Gross Margin
63.0
%
 
62.4
%
 
61.5
%
 
61.5
%


9



Non-GAAP Adjusted EBITDA
Set forth below is a reconciliation of our “Non-GAAP Adjusted EBITDA” and “Non-GAAP Adjusted EBITDA Margin,” which represents Non-GAAP Adjusted EBITDA as a percentage of total revenue.
(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Total Revenue
$
185,922

 
$
146,301

 
$
348,957

 
$
271,897

 
 
 
 
 
 
 
 
GAAP net loss
(2,162
)
 
(12,421
)
 
(10,217
)
 
(11,721
)
  Add: (Benefit) from provision for income taxes
(739
)
 
7,313

 
(5,221
)
 
(5,370
)
  Add: Total other expense
1,281

 
938

 
2,717

 
1,048

  Add: Stock-based compensation expense
14,214

 
10,304

 
26,565

 
23,962

  Add: Depreciation and amortization
15,186

 
11,107

 
29,435

 
19,448

  Add: Amortization of purchased intangible assets
8,536

 
4,826

 
15,626

 
6,566

  Add: Integration and transaction costs

 
2,220

 

 
6,014

  Add: Non-tax deductible transaction costs

 
244

 

 
2,159

  Less: Gain on early termination of lease

 
(2,468
)
 

 
(2,468
)
 
 
 
 
 
 
 
 
Non-GAAP Adjusted EBITDA
$
36,316

 
$
22,063

 
$
58,905

 
$
39,638

 
 
 
 
 
 
 
 
Non-GAAP Adjusted EBITDA Margin
19.5
%
 
15.1
%
 
16.9
%
 
14.6
%
Non-GAAP Adjusted Operating Income
Set forth below is a reconciliation of our “Non-GAAP Adjusted Operating Income” and “Non-GAAP Adjusted Operating Income Margin,” which represents Non-GAAP Adjusted Operating Income as a percentage of total revenue.
(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Total revenue
$
185,922

 
$
146,301

 
$
348,957

 
$
271,897

 
 
 
 
 
 
 
 
GAAP net loss
(2,162
)
 
(12,421
)
 
(10,217
)
 
(11,721
)
  Add: (Benefit) from provision for income taxes
(739
)
 
7,313

 
(5,221
)
 
(5,370
)
  Add: Total other expense
1,281

 
938

 
2,717

 
1,048

  Add: Stock-based compensation expense
14,214

 
10,304

 
26,565

 
23,962

  Add: Amortization of capitalized stock-based compensation related to software development
481

 
222

 
880

 
378

  Add: Amortization of purchased intangible assets
8,536

 
4,826

 
15,626

 
6,566

  Add: Integration and transaction costs

 
2,220

 

 
6,014

  Add: Non-tax deductible transaction costs

 
244

 

 
2,159

  Less: Gain on early termination of lease

 
(2,468
)
 

 
(2,468
)
 
 
 
 
 
 
 
 
Non-GAAP Adjusted Operating Income
$
21,611

 
$
11,178

 
$
30,350

 
$
20,568

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Operating Income Margin
11.6
%
 
7.6
%
 
8.7
%
 
7.6
%


10



Non-GAAP Adjusted Net Income (Loss)
Set forth below is a reconciliation of our “Non-GAAP Adjusted Net Income (Loss)” and “Non-GAAP Adjusted Net Income (Loss) per Diluted Share.”
(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
GAAP net loss
$
(2,162
)
 
$
(12,421
)
 
$
(10,217
)
 
$
(11,721
)
  Add: Stock-based compensation expense
14,214

 
10,304

 
26,565

 
23,962

  Add: Amortization of capitalized stock-based compensation related to software development
481

 
222

 
880

 
378

  Add: Amortization of purchased intangible assets
8,536

 
4,826

 
15,626

 
6,566

  Add: Integration and transaction costs

 
2,220

 

 
6,014

  Less: Gain on early termination of lease

 
(2,468
)
 

 
(2,468
)
 
 
 
 
 
 
 
 
  Sub-total of tax deductible items
23,231

 
15,104

 
43,071

 
34,452

 
 
 
 
 
 
 
 
  Less: Tax impact of tax deductible items (1)
(9,292
)
 
(6,042
)
 
(17,228
)
 
(13,781
)
  Add: Non-tax deductible transaction costs

 
244

 

 
2,159

  Add: Tax impact resulting from applying non-GAAP tax rate (2)
421

 

 
954

 

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income (Loss)
$
12,198

 
$
(3,115
)
 
$
16,580

 
$
11,109

 
 
 
 
 
 
 
 
Weighted average shares - diluted
37,860

 
36,760

 
37,673

 
36,598

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income (Loss) per Diluted Share
$
0.32

 
$
(0.08
)
 
$
0.44

 
$
0.30

(1)
Tax impact calculated using a statutory tax rate of 40%.
(2)
Represents adjusting the GAAP net loss at a non-GAAP tax rate of 40%. For 2014, we are using a non-GAAP tax rate of 40% to normalize the tax impact to our Non-GAAP Adjusted Net Income (Loss) per Diluted Share based on the fact that a relatively small change in pre-tax GAAP income (loss) could result in a volatile GAAP effective tax rate. If this approach had been used for the three months ended June 30, 2013, the tax impact from applying a non-GAAP tax rate would have been $9,259 and our Non-GAAP Adjusted Net Income per Diluted Share would have been $0.17, or an increase of $0.25. For the six months ended June 30, 2013, the tax impact from applying a non-GAAP tax rate would have been $603 and our Non-GAAP Adjusted Net Income per Diluted Share would have been $0.32, or an increase of $0.02.

11



(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
GAAP net loss per share - diluted
$
(0.06
)
 
$
(0.34
)
 
$
(0.27
)
 
$
(0.32
)
  Add: Stock-based compensation expense
0.38

 
0.28

 
0.71

 
0.65

  Add: Amortization of capitalized stock-based compensation related to software development
0.01

 
0.01

 
0.02

 
0.01

  Add: Amortization of purchased intangible assets
0.23

 
0.13

 
0.41

 
0.18

  Add: Integration and transaction costs

 
0.06

 

 
0.16

  Less: Gain on early termination of lease

 
(0.07
)
 

 
(0.07
)
 
 
 
 
 
 
 
 
  Sub-total of tax deductible items
0.62

 
0.41

 
1.14

 
0.94

 
 
 
 
 
 
 
 
  Less: Tax impact of tax deductible items (1)
(0.25
)
 
(0.16
)
 
(0.46
)
 
(0.38
)
  Add: Non-tax deductible transaction costs

 
0.01

 

 
0.06

  Add: Tax impact resulting from applying non-GAAP tax rate (2)
0.01

 

 
0.03

 

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income (Loss) per Diluted Share
$
0.32

 
$
(0.08
)
 
$
0.44

 
$
0.30

 
 
 
 
 
 
 
 
Weighted average shares - diluted
37,860

 
36,760

 
37,673

 
36,598

(1)
Tax impact calculated using a statutory tax rate of 40%.
(2)
Represents adjusting the GAAP net loss at a non-GAAP tax rate of 40%. For 2014, we are using a non-GAAP tax rate of 40% to normalize the tax impact to our Non-GAAP Adjusted Net Income (Loss) per Diluted Share based on the fact that a relatively small change in pre-tax GAAP income (loss) could result in a volatile GAAP effective tax rate. If this approach had been used for the three months ended June 30, 2013, the tax impact from applying a non-GAAP tax rate would have been $9,259, and our Non-GAAP Adjusted Net Income per Diluted Share would have been $0.17, or an increase of $0.25. For the six months ended June 30, 2013, the tax impact from applying a non-GAAP tax rate would have been $603 and our Non-GAAP Adjusted Net Income per Diluted Share would have been $0.32, or an increase of $0.02.


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Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items, when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. Management also uses results of operations before such items to evaluate the operating performance of athenahealth and compare it against past periods, make operating decisions, and serve as a basis for strategic planning. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors.
Management defines “Non-GAAP Adjusted Gross Profit” as total revenue, less direct operating expense, plus (1) stock-based compensation expense allocated to direct operating expense and (2) amortization of purchased intangible assets allocated to direct operating expense, and “Non-GAAP Adjusted Gross Margin” as Non-GAAP Adjusted Gross Profit as a percentage of total revenue. Management considers these non-GAAP financial measures to be important indicators of our operational strength and performance of our business and a good measure of our historical operating trends. Moreover, management believes that these measures enable investors and financial analysts to closely monitor and understand changes in our ability to generate income from ongoing business operations.
Management defines “Non-GAAP Adjusted EBITDA” as the sum of GAAP net income (loss) before provision for (benefit) from income taxes, total other (income) expense, stock-based compensation expense, depreciation and amortization, amortization of purchased intangible assets, integration costs, transaction costs, and gain on early termination of lease and “Non-GAAP Adjusted EBITDA Margin” as Non-GAAP Adjusted EBITDA as a percentage of total revenue. Management defines “Non-GAAP Adjusted Operating Income” as the sum of GAAP net income (loss) before provision for (benefit) from income taxes, total other (income) expense, stock-based compensation expense, amortization of capitalized stock-based compensation related to software development, amortization of purchased intangible assets, integration costs, transaction costs, and gain on early termination of lease and “Non-GAAP Adjusted Operating Income Margin” as Non-GAAP Adjusted Operating Income as a percentage of total revenue. Management defines “Non-GAAP Adjusted Net Income (Loss)” as the sum of GAAP net income (loss) before stock-based compensation expense, amortization of capitalized stock-based compensation related to software development, amortization of purchased intangible assets, integration costs, transaction costs, and gain on early termination of lease and any tax impact related to these preceding items, and an adjustment to the tax provision for the non-GAAP tax rate and “Non-GAAP Adjusted Net Income (Loss) per Diluted Share” as Non-GAAP Adjusted Net Income (Loss) divided by weighted average diluted shares outstanding. Management considers all of these non-GAAP financial measures to be important indicators of our operational strength and performance of our business and a good measure of our historical operating trends, in particular the extent to which ongoing operations impact our overall financial performance.

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Management excludes or adjusts each of the items identified below from the applicable non-GAAP financial measure referenced above for the reasons set forth with respect to that excluded item:
Stock-based compensation expense and amortization of capitalized stock-based compensation related to software development — excluded because these are non-cash expenditures that management does not consider part of ongoing operating results when assessing the performance of our business, and also because the total amount of the expenditure is partially outside of our control because it is based on factors such as stock price, volatility, and interest rates, which may be unrelated to our performance during the period in which the expenses are incurred.
Amortization of purchased intangible assets — purchased intangible assets are amortized over their estimated useful lives and generally cannot be changed or influenced by management after the acquisition. Accordingly, this item is not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.
Integration costs integration costs are the severance payments and retention bonuses for certain employees relating to the Epocrates acquisition. Accordingly, management believes that such expenses do not have a direct correlation to future business operations, and therefore, these costs are not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.
Transaction costs — transaction costs are non-recurring costs related to specific transactions. Accordingly, management believes that such expenses do not have a direct correlation to future business operations, and therefore, these costs are not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.
Gain on early termination of lease — Gain on early termination of lease was a non-recurring gain related to the early termination of the Arsenal on the Charles lease. Accordingly, this gain was not considered by management in making operating decisions, and management believes that this gain does not have a direct correlation to future business operations. Management does not believe such gain accurately reflects the performance of our ongoing operations for the period in which such gain was recorded.
Non-GAAP tax rate — For 2014, we are using a non-GAAP tax rate of 40% to normalize the tax impact to our Non-GAAP Adjusted Net Income (Loss) per Diluted Share based on the fact that a relatively small change in pre-tax GAAP income (loss) could result in a volatile GAAP effective tax rate.


14