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8-K - FORM 8-K - ATHENAHEALTH INCathnq22015form8k.htm
EX-99.2 - PREPARED REMARKS - ATHENAHEALTH INCathnq22015preparedremarks.htm



athenahealth, Inc. Reports Second Quarter Fiscal Year 2015 Results

Company Grows Network to over 67,000 Providers and Signs Two Academic Medical Centers

Q2 2015 Financial Results
21% Revenue Growth Over Second Quarter of 2014
Non-GAAP Adjusted Operating Income of $22.2 million
GAAP Net Income of $9.3 million, or $0.24 Per Diluted Share
Non-GAAP Adjusted Net Income of $12.4 million, or $0.32 Per Diluted Share
WATERTOWN, MA – July 23, 2015 - athenahealth, Inc. (NASDAQ: ATHN) (“athenahealth” or “we”), a leading provider of cloud-based services and mobile applications for medical groups and health systems, today announced financial and operational results for the second quarter of fiscal year 2015. We will conduct a conference call tomorrow, Friday, July 24, 2015, 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, 2015, was $224.7 million, compared to $185.9 million in the same period last year, an increase of 21%.
Revenue from athenahealth-branded services was $209.1 million, an increase of 23% over $170.3 million for the three months ended June 30, 2014.
Total revenue for the six months ended June 30, 2015, was $431.1 million, compared to $349.0 million in the same period last year, an increase of 24%.
Revenue from athenahealth-branded services was $401.2 million, an increase of 26% over $318.5 million for the six months ended June 30, 2014.
Grew net new active physicians on athenaCollector® (2,114 physicians added), athenaClinicals® (1,127 physicians added), and athenaCommunicator® (1,670 physicians added) for the three months ended June 30, 2015, compared to athenaCollector (2,023 physicians added), athenaClinicals (1,151 physicians added), and athenaCommunicator (1,807 physicians added) in the same period last year.
“We continue to make progress in building the health care internet and in connecting care across the care continuum in meaningful ways. Today, we connect providers to financial results and clinical outcomes, to their patients, to new innovations, and to each other,” said Jonathan Bush, chairman and chief executive officer of athenahealth. “This quarter, we made marked progress across a number of priorities including our work to master the EHR user experience, advance care team coordination, and introduce new innovations across our network. While we have much more to accomplish, our trajectory toward becoming greater and bigger, as well as delivering value that is greater and bigger is established and improving the way health care works in this country.”

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For the three months ended June 30, 2015, Non-GAAP Adjusted Gross Margin was 63.3%, compared to 63.0% in the same period last year.
For the three months ended June 30, 2015, Non-GAAP Adjusted Operating Income was $22.2 million, or 9.9% of total revenue, compared to $21.6 million, or 11.6% of total revenue, in the same period last year.
For the three months ended June 30, 2015, GAAP Net Income was $9.3 million, or $0.24 per diluted share, compared to GAAP Net Loss of $2.2 million, or $0.06 per diluted share, in the same period last year.
For the three months ended June 30, 2015, Non-GAAP Adjusted Net Income was $12.4 million, or $0.32 per diluted share, compared to $12.2 million, or $0.32 per diluted share, in the same period last year.
“Our continuous investment in advancing our technology-enabled services and results-oriented model not only puts us with skin in the game to ensure our clients achieve their clinical and financial goals, but it’s proven to work and drive our own success,” said Kristi Matus, chief financial and administrative officer of athenahealth. “We delivered another strong quarter and remain ahead of internal financial goals through the first half of the year. Second quarter highlights included record bookings performance in our group and small group segments, expansion of our enterprise segment with two academic medical centers, and growth in our network to over 67,000 providers. We are proud of the progress we have made to date and are very encouraged by our ability to continuously move faster, to innovate, and to deliver profitable growth.”

Our fiscal year 2015 guidance we released in conjunction with our fourth quarter and full year 2014 earnings call on February 6, 2015, is summarized in the following table:
For the Fiscal Year Ending December 31, 2015
Forward-Looking Guidance
GAAP Total Revenue
$905 - $925 million
Non-GAAP Adjusted Gross Margin
62.5% - 63.5%
Non-GAAP Adjusted Operating Income
$75 - $85 million
Non-GAAP Adjusted Net Income per Diluted Share
$1.10 - $1.20
Non-GAAP Tax Rate
40%
We are not making any changes to the fiscal year 2015 guidance we released in conjunction with our fourth quarter and full year 2014 earnings call on February 6, 2015. However, based on our year-to-date performance and our current expectations for the second half of 2015, we are providing additional insight into our fiscal year 2015 guidance as follows:
We expect GAAP Total Revenue to be at or above the mid-point of the $905 million to $925 million guidance range.
We expect Non-GAAP Adjusted Gross Margin to be at or above the mid-point of the 62.5% to 63.5% guidance range.
We expect Non-GAAP Adjusted Operating Income to be at or above the mid-point of the $75 million to $85 million guidance range.
Finally, we expect Non-GAAP Adjusted Net Income per Diluted share to be at or above the mid-point of the $1.10 to $1.20 guidance range.

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Please refer to our press release dated February 5, 2015 for a reconciliation of these non-GAAP financial measures to comparable GAAP measures for fiscal year 2015 guidance.
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 website 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. 68777413, 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. 68777413. A webcast replay will also be archived on our website.
About athenahealth, Inc.
athenahealth is a leading provider of cloud-based services for electronic health records (EHR), revenue cycle management and medical billing, patient engagement, care coordination, and population health management, as well as Epocrates and other point-of-care mobile apps. We connect care and drive meaningful, measurable results for more than 67,000 health care providers in medical practices and health systems nationwide. 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, including the reaffirmed fiscal year 2015 guidance; statements regarding the benefits of our service offerings and demand for our service offerings; statements regarding the expansion of our network, including physician additions to our network; statements regarding developments in our enterprise business and the sales pipeline; statements regarding creation of the health care Internet and connected care; statements regarding our market opportunity; statements regarding the expected value creation from our investments; 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; risks associated with our expectations regarding our ability to maintain profitability; the impact of increased sales and marketing and research and development expenditures, including whether increased expansion in revenues is attained and impacts on

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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

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

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athenahealth, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share amounts)
 
 
June 30,
2015
 
December 31,
2014
Assets
 

 

Current assets:
 

 

Cash and cash equivalents
 
$
104,867

 
$
73,787

Marketable securities
 
9,587

 
40,950

Accounts receivable, net
 
127,263

 
121,710

Deferred tax asset, net
 
4,707

 

Prepaid expenses and other current assets
 
33,334

 
22,627

Total current assets
 
279,758

 
259,074

Property and equipment, net
 
298,195

 
271,552

Capitalized software costs, net
 
95,913

 
56,574

Purchased intangible assets, net
 
138,188

 
139,422

Goodwill
 
229,157

 
198,049

Investments and other assets
 
10,991

 
7,327

Total assets
 
$
1,052,202

 
$
931,998

Liabilities & Stockholders’ Equity
 

 

Current liabilities:
 

 

Accounts payable
 
$
12,387

 
$
9,410

Accrued compensation
 
66,882

 
71,768

Accrued expenses
 
48,382

 
37,033

Line of credit
 

 
35,000

Long-term debt
 
3,750

 
15,000

Deferred revenue
 
36,387

 
28,949

Deferred tax liability, net
 

 
8,449

Total current liabilities
 
167,788

 
205,609

Deferred rent, net of current portion
 
25,919

 
19,412

Long-term debt, net of current portion
 
296,250

 
158,750

Deferred revenue, net of current portion
 
56,065

 
54,473

Long-term deferred tax liability, net
 
17,417

 
10,417

Other long-term liabilities
 
8,451

 
8,214

Total liabilities
 
571,890

 
456,875

Stockholders’ equity:
 

 

     Preferred stock, $0.01 par value: 5,000 shares authorized; no shares issued and outstanding at June 30, 2015 and December 31, 2014
 

 

     Common stock, $0.01 par value: 125,000 shares authorized; 39,895 shares issued and 38,617 shares outstanding at June 30, 2015; 39,402 shares issued and 38,124 shares outstanding at December 31, 2014
 
399

 
395

Additional paid-in capital
 
467,821

 
443,259

Treasury stock, at cost, 1,278 shares
 
(1,200
)
 
(1,200
)
Accumulated other comprehensive income
 
4,294

 
24,188

Retained earnings
 
8,998

 
8,481

Total stockholders’ equity
 
480,312

 
475,123

Total liabilities and stockholders’ equity
 
$
1,052,202

 
$
931,998


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,
 
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
 
Business services
 
$
215,403

 
$
175,949

 
$
413,166

 
$
330,451

Implementation and other
 
9,291

 
9,973

 
17,962

 
18,506

Total revenue
 
224,694

 
185,922

 
431,128

 
348,957

Expense:
 
 
 
 
 
 
 
 
Direct operating
 
89,899

 
74,774

 
174,456

 
146,922

Selling and marketing
 
54,413

 
50,722

 
107,778

 
93,949

Research and development
 
24,387

 
16,417

 
48,115

 
31,572

General and administrative
 
36,103

 
30,443

 
72,315

 
59,800

Depreciation and amortization
 
22,101

 
15,186

 
42,453

 
29,435

Total expense
 
226,903

 
187,542

 
445,117

 
361,678

Operating loss
 
(2,209
)
 
(1,620
)
 
(13,989
)
 
(12,721
)
Other (expense) income:
 
 
 
 
 
 
 
 
Interest expense
 
(1,513
)
 
(1,275
)
 
(2,572
)
 
(2,541
)
Other income (expense)
 
21,081

 
(6
)
 
21,125

 
(176
)
Total other income (expense)
 
19,568

 
(1,281
)
 
18,553

 
(2,717
)
Income (loss) before income tax (provision) benefit
 
17,359

 
(2,901
)
 
4,564

 
(15,438
)
Income tax (provision) benefit
 
(8,010
)
 
739

 
(4,047
)
 
5,221

Net income (loss)
 
$
9,349

 
$
(2,162
)
 
$
517

 
$
(10,217
)
Net income (loss) per share – Basic
 
$
0.24

 
$
(0.06
)
 
$
0.01

 
$
(0.27
)
Net income (loss) per share – Diluted
 
$
0.24

 
$
(0.06
)
 
$
0.01

 
$
(0.27
)
Weighted average shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
38,574

 
37,860

 
38,427

 
37,673

Diluted
 
39,340

 
37,860

 
39,338

 
37,673



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athenahealth, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
 
Six Months Ended June 30,
 
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income (loss)
 
$
517

 
$
(10,217
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
54,726

 
45,301

Excess tax benefit from stock-based awards
 
(1,042
)
 

Deferred income tax
 
3,553

 
(5,478
)
Stock-based compensation expense
 
32,963

 
26,565

Gain on sale of marketable securities
 
(21,071
)
 

Other reconciling adjustments
 
84

 
143

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable, net
 
(4,423
)
 
(10,218
)
Prepaid expenses and other current assets
 
(7,287
)
 
(3,043
)
Other long-term assets
 
(858
)
 
(388
)
Accounts payable
 
2,561

 
4,571

Accrued expenses and other long-term liabilities
 
7,152

 
9,526

Accrued compensation
 
(5,371
)
 
3,852

Deferred revenue
 
7,094

 
1,256

Deferred rent
 
5,982

 
1,882

Net cash provided by operating activities
 
74,580

 
63,752

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Capitalized software development costs
 
(58,730
)
 
(26,218
)
Purchases of property and equipment
 
(41,993
)
 
(28,991
)
Payments on acquisitions, net of cash acquired
 
(39,890
)
 

Proceeds from sales of marketable securities
 
18,584

 

Change in restricted cash
 

 
2,955

Other investing activities
 
(2,550
)
 
(250
)
Net cash used in investing activities
 
(124,579
)
 
(52,504
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Proceeds from issuance of common stock under stock plans and warrants
 
8,559

 
13,845

Taxes paid related to net share settlement of stock awards
 
(18,718
)
 
(26,520
)
Excess tax benefit from stock-based awards
 
1,042

 

Proceeds from line of credit
 
60,000

 

Payments on line of credit
 
(95,000
)
 

Proceeds from long-term debt
 
300,000

 

Payments on long-term debt
 
(173,750
)
 
(7,500
)
Debt issuance costs
 
(987
)
 

Net cash provided by (used in) financing activities
 
81,146

 
(20,175
)
Effect of exchange rate changes on cash and cash equivalents
 
(67
)
 
170

Net increase (decrease) in cash and cash equivalents
 
31,080

 
(8,757
)
Cash and cash equivalents at beginning of period
 
73,787

 
65,002

Cash and cash equivalents at end of period
 
$
104,867

 
$
56,245


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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, 2015, and 2014:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Stock-based compensation charged to Condensed Consolidated Statements of Income:
 
 
 
 
 
 
 
Direct operating
$
3,603

 
$
3,222

 
$
7,299

 
$
5,818

Selling and marketing
4,631

 
4,202

 
9,583

 
7,226

Research and development
2,296

 
2,135

 
4,543

 
3,800

General and administrative
6,559

 
4,655

 
11,538

 
9,721

    Total stock-based compensation expense
17,089

 
14,214

 
32,963

 
26,565

Amortization of capitalized stock-based compensation related to software development (1)
835

 
481

 
1,768

 
880

    Total
$
17,924

 
$
14,695

 
$
34,731

 
$
27,445

 
 
 
 
 
 
 
 
(1)
In addition, for the three months ended June 30, 2015, and 2014, $1.7 million and $1.0 million, respectively, of stock-based compensation was capitalized in the line item Capitalized software costs, net in the Condensed Consolidated Balance Sheets for which $0.8 million and $0.5 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, 2015, and 2014, $3.6 million and $1.8 million, respectively, of stock-based compensation was capitalized in the line item Capitalized software costs, net in the Condensed Consolidated Balance Sheets for which $1.8 million and $0.9 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, 2015, and 2014:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Amortization of purchased intangible assets allocated to:
2015
 
2014
 
2015
 
2014
Direct operating
$
3,726

 
$
2,716

 
$
7,515

 
$
6,655

Selling and marketing
2,462

 
5,820

 
4,746

 
8,971

Total amortization of purchased intangible assets
$
6,188

 
$
8,536

 
$
12,261

 
$
15,626

 
 
 
 
 
 
 
 


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,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Total revenue
$
224,694

 
$
185,922

 
$
431,128

 
$
348,957

Direct operating expense
89,899

 
74,774

 
174,456

 
146,922

 
 
 
 
 
 
 
 
 Total revenue less direct operating expense
134,795

 
111,148

 
256,672

 
202,035

  Add: Stock-based compensation
allocated to direct operating expense
3,603

 
3,222

 
7,299

 
5,818

  Add: Amortization of purchased intangible assets
allocated to direct operating expense
3,726

 
2,716

 
7,515

 
6,655

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Gross Profit
$
142,124

 
$
117,086

 
$
271,486

 
$
214,508

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Gross Margin
63.3
%
 
63.0
%
 
63.0
%
 
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,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Total revenue
$
224,694

 
$
185,922

 
$
431,128

 
$
348,957

 
 
 
 
 
 
 
 
GAAP net income (loss)
9,349

 
(2,162
)
 
517

 
(10,217
)
  Add: Provision for (benefit) from income taxes
8,010

 
(739
)
 
4,047

 
(5,221
)
  Add: Total other (income) expense
(19,568
)
 
1,281

 
(18,553
)
 
2,717

  Add: Stock-based compensation expense
17,089

 
14,214

 
32,963

 
26,565

  Add: Depreciation and amortization
22,101

 
15,186

 
42,453

 
29,435

  Add: Amortization of purchased intangible assets
6,188

 
8,536

 
12,261

 
15,626

  Add: Integration and transaction costs

 

 
964

 

  Add: Lease termination costs
261

 

 
4,446

 

 
 
 
 
 
 
 
 
Non-GAAP Adjusted EBITDA
$
43,430

 
$
36,316

 
$
79,098

 
$
58,905

 
 
 
 
 
 
 
 
Non-GAAP Adjusted EBITDA Margin
19.3
%
 
19.5
%
 
18.3
%
 
16.9
%
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,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Total revenue
$
224,694

 
$
185,922

 
$
431,128

 
$
348,957

 
 
 
 
 
 
 
 
GAAP net income (loss)
9,349

 
(2,162
)
 
517

 
(10,217
)
  Add: Provision for (benefit) from income taxes
8,010

 
(739
)
 
4,047

 
(5,221
)
  Add: Total other (income) expense
(19,568
)
 
1,281

 
(18,553
)
 
2,717

  Add: Stock-based compensation expense
17,089

 
14,214

 
32,963

 
26,565

  Add: Amortization of capitalized stock-based compensation related to software development
835

 
481

 
1,768

 
880

  Add: Amortization of purchased intangible assets
6,188

 
8,536

 
12,261

 
15,626

  Add: Integration and transaction costs

 

 
964

 

  Add: Lease termination costs
261

 

 
4,446

 

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Operating Income
$
22,164

 
$
21,611

 
$
38,413

 
$
30,350

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Operating Income Margin
9.9
%
 
11.6
%
 
8.9
%
 
8.7
%


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Non-GAAP Adjusted Net Income
Set forth below is a reconciliation of our “Non-GAAP Adjusted Net Income” and “Non-GAAP Adjusted Net Income per Diluted Share.”
(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
GAAP net income (loss)
$
9,349

 
$
(2,162
)
 
$
517

 
$
(10,217
)
  Add: Stock-based compensation expense
17,089

 
14,214

 
32,963

 
26,565

  Add: Amortization of capitalized stock-based compensation related to software development
835

 
481

 
1,768

 
880

  Add: Amortization of purchased intangible assets
6,188

 
8,536

 
12,261

 
15,626

  Add: Integration and transaction costs

 

 
964

 

  Add: Lease termination costs
261

 

 
4,446

 

  Less: Gain on sale of marketable securities
(21,071
)
 

 
(21,071
)
 

 
 
 
 
 
 
 
 
  Sub-total of tax deductible items
3,302

 
23,231

 
31,331

 
43,071

 
 
 
 
 
 
 
 
  Less: Tax impact of tax deductible items (1)
(1,321
)
 
(9,292
)
 
(12,532
)
 
(17,228
)
  Add: Tax impact resulting from applying non-GAAP tax rate (2)
1,067

 
421

 
2,221

 
954

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income
$
12,397

 
$
12,198

 
$
21,537

 
$
16,580

 
 
 
 
 
 
 
 
Weighted average shares - diluted
39,340

 
37,860

 
39,338

 
37,673

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income per Diluted Share
$
0.32

 
$
0.32

 
$
0.55

 
$
0.44

(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%. We used 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) in any one period could result in a volatile GAAP effective tax rate.

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(unaudited, in thousands)
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
GAAP net income (loss) per share - diluted
$
0.24

 
$
(0.06
)
 
$
0.01

 
$
(0.27
)
  Add: Stock-based compensation expense
0.43

 
0.38

 
0.84

 
0.71

  Add: Amortization of capitalized stock-based compensation related to software development
0.02

 
0.01

 
0.04

 
0.02

  Add: Amortization of purchased intangible assets
0.16

 
0.23

 
0.31

 
0.41

  Add: Integration and transaction costs

 

 
0.02

 

  Add: Lease termination costs
0.01

 

 
0.11

 

  Less: Gain on sale of marketable securities
(0.54
)
 

 
(0.54
)
 

 
 
 
 
 
 
 
 
  Sub-total of tax deductible items
0.08

 
0.61

 
0.80

 
1.14

 
 
 
 
 
 
 
 
  Less: Tax impact of tax deductible items (1)
(0.03
)
 
(0.25
)
 
(0.32
)
 
(0.46
)
  Add: Tax impact resulting from applying non-GAAP tax rate (2)
0.03

 
0.01

 
0.06

 
0.03

 
 
 
 
 
 
 
 
Non-GAAP Adjusted Net Income per Diluted Share
$
0.32

 
$
0.32

 
$
0.55

 
$
0.44

 
 
 
 
 
 
 
 
Weighted average shares - diluted
39,340

 
37,860

 
39,338

 
37,673

(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%. We used 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) in any one period could result in a volatile GAAP effective tax rate.

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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 and transaction costs, and lease termination costs 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 and transaction costs, and lease termination costs 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” 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 and transaction costs, lease termination costs, and gain on sale of marketable securities 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 per Diluted Share” as Non-GAAP Adjusted Net Income 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 and transaction costs Integration costs are the severance payments and retention bonuses for certain employees relating to the Razor Insights, LLC acquisition. 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.
Lease termination costs — represents costs to terminate certain lease agreements. Management does not believe such costs accurately reflect the performance of our ongoing operations for the period in which such costs are incurred.
Gain on sale of marketable securities — represents gain on sale of marketable securities. Management does not believe such gains accurately reflect the performance of our ongoing operations for the period in which such gains are reported.
Non-GAAP tax rate — We use 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) in any one period could result in a volatile GAAP effective tax rate.


14