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February
13, 2001
QUALITY
SYSTEMS INC (QSII) Quarterly Report (SEC form 10-Q)
Management's Discussion and Analysis of Financial Condition and
Results of Operations. Except for the historical information contained
herein, the matters discussed in this Quarterly Report on Form
10-Q, including discussions of the Company's product development
plans and business strategies and market factors influencing the
Company's results, are forward-looking statements that involve
certain risks and uncertainties. Actual results may differ from
those anticipated by the Company as a result of various factors,
both foreseen and unforeseen, including, but not limited to, the
Company's ability to continue to develop new products and increase
systems sales in a market characterized by rapid technological
evolution, consolidation, and competition from larger, better
capitalized competitors. Many other economic, competitive, governmental
and technological factors could impact the Company's ability to
achieve its goals and interested persons are urged to review the
risks described below, as well as in the Company's other public
disclosures and filings with the Securities and Exchange Commission.
COMPANY OVERVIEW.
Quality Systems, Inc. ("QSI") and its wholly-owned subsidiary,
Clinitec International, Inc. ("Clinitec", doing business as Micromed
Healthcare Information Systems, Inc ("Micromed"), (collectively,
the "Company"), develop and market healthcare information systems
which automate medical and dental group practices to entities
including, but not limited to, physician hospital organizations
("PHOs"), management service organizations ("MSOs"), community
health centers and dental schools. Clinitec markets its Nextgen
(Nextgen) and Micromed brand names through its Micromed Healthcare
Information Systems division. In response to the growing need
for more comprehensive, cost-effective information solutions for
physician and dental practices, the Company's systems provide
its clients with the ability to redesign patient care and other
workflow processes, improve productivity, reduce information processing
and administrative costs, and provide multi-site access to patient
information. The Company's proprietary software systems include
general patient information, electronic medical records, appointment
scheduling, billing, insurance claims submission and processing,
managed care plan implementation and referral management, treatment
outcome studies, treatment planning, drug formularies, dental
charting, and letter generation. Several of the Company's proprietary
software systems may be operated remotely using thin client connectivity
or a standard web browser. In addition to providing fully integrated
software information solutions to its clients, the Company offers
comprehensive hardware and software installation services, maintenance
and support services, system training services, and electronic
communications services enhancing the communication between provider
offices, patients, and payors.
The Company currently has an installed base of more than 600 healthcare
information systems serving PHOs, MSOs, group practices, specialty
practices, dental schools and other healthcare organizations,
each of which consists of from one to 250 physicians or dentists.
The Company believes that as healthcare providers are increasingly
required to maximize their effiency and improve access to and
security of important healthcare data while maintaining the quality
of healthcare, the Company will be able to capitalize on its strategy
of providing fully integrated information systems and superior
client service.
QSI is a California Corporation formed in 1974 and was founded
with an early focus on providing information systems and services
primarily for dental group practices. QSI's initial "turnkey"
systems were designed to improve productivity while reducing information
processing costs and personnel requirements. In the mid-1980's,
QSI capitalized on the opportunity presented by the increasing
pressure of cost containment on physicians and healthcare organizations
and further expanded its information processing systems into the
broader medical market. Today, QSI primarily develops and provides
integrated healthcare information systems for both the medical
and dental markets. These expandable systems operate on a stand-alone
basis or in a networked environment.
QSI's wholly owned subsidiary, Cinitec International, Inc. (dba
Micromed Healthcare Information Systems, Inc) , develops and sells
both proprietary electronic medical records software and practice
management systems under the product name of NextGen*. Major product
categories of the NextGen suite of applications include Electronic
Medical Records (NextGenemr), Enterprise Practice Management
(NextGenepm), Enterprise Appointment Scheduling (NextGen(eas)),
Enterprise Master Patient Index (NextGen(epi)), Managed Care,
Electronic Data Interchange, System Interfaces, Internet Operability
(NextGen web), and a Patient-centric and Provider-centric Web
Portal Solution (NextMD).
NextGenemr allows healthcare providers to create and
maintain medical records using a series of user-definable clinical
"templates." Data is generally captured using a light pen or a
mouse, and entries are then turned into sentences and/or paragraphs
to create documentation. NextGenemr also supports the
scanning and annotation of paper documents, photographs and X-rays,
and contains many other advanced features. NextGenemr
is marketed both in conjunction with the Company's practice management
software offerings as well as on a stand-alone basis where NextGenemr
may interface with other practice management systems. The Company
believes that it currently provides a comprehensive information
management solution for the medical marketplace.
NextGenepm has been developed with a client/server
architecture; a GUI design utilizing Windows 95, Windows 98, Windows
2000, or Windows NT operating system platforms; and, a platform
independent relational database that is ANSI SQL-compliant. NextGenepm
is designed to provide a flexible, enterprise-wide solution employing
a master patient index.
* NextGen is a registered trademark of Clinitec International,
Inc.
Recognizing the need and benefits to be obtained by using its
software in conjunction with the capabilities of the Internet,
the Company enhanced its enterprise practice management and electronic
medical software packages in fiscal 2000 to enable them to be
run via private intranet or the Internet in an application services
provider (ASP) environment.
Additionally, in April 2000, the Company announced the launch
of an Internet-based consumer health portal, NextMD.com. NextMD.com
is a vertical portal for the healthcare industry, linking patients
with their physicians, insurers, laboratories, and online pharmacies,
while providing a centralized source of health-oriented information
for both consumers and medical professionals. Patients whose physicians
are linked to the portal are able to request appointments, send
appointment changes or cancellations, receive test results online,
request prescription refills, view and/or pay their statements,
and communicate with their physicians, all in a secure, online
environment. The Company's NextGen suite of information systems
are linked to NextMD.com, integrating a number of these features
with physicians' existing systems.
RISK FACTORS. COMPETITION.
The market for healthcare information systems is intensely competitive
and the Company faces significant competition from a number of
different sources. The electronic medical records market, in particular,
is subject to rapid changes in technology and the Company expects
that competition in this portion of the market will increase as
new competitors enter the marketplace. In addition, several of
the Company's competitors have significantly greater name recognition
as well as substantially greater financial, technical, product
development and marketing resources than the Company.
The industry is highly fragmented and includes numerous competitors,
none of which the Company believes dominates the overall market
for either group practice management or clinical systems.
Furthermore, the Company also competes indirectly and to varying
degrees with other major healthcare related companies, information
management companies generally, and other software developers
which may more directly enter the markets in which the Company
competes.
There can be no assurance that future competition or new product
introductions will not have a material adverse effect on the Company's
business, results of operations and financial condition. Competitive
pressures and other factors, such as new product introductions
by the Company or its competitors, may result in price or market
share erosion that could have a material adverse effect on the
Company's business, results of operations and financial condition.
In addition, the Company believes that once a healthcare provider
has chosen a particular healthcare information system vendor,
the provider will, for a period of time, be more likely to rely
on that vendor for its future information system requirements.
Furthermore, if the healthcare industry continues to undergo further
consolidation as it has recently experienced, each sale of the
Company's systems will assume even greater importance to the Company's
business, results of operations and financial condition. The Company's
inability to make initial sales of its systems to either newly
formed groups and/or healthcare providers that are replacing or
substantially modifying their healthcare information systems could
have a material adverse effect on the Company's business, results
of operations and financial condition. If new systems sales do
not materialize, maintenance service revenues can be expected
to decrease over time due to the effect of failure to capture
new maintenance revenues therefrom in combination with attrition
of existing maintenance revenues associated with the Company's
current clients whose systems become obsolete or are replaced
by competitors' products.
FLUCTUATION IN QUARTERLY OPERATING RESULTS.
The Company's revenues and operating results have in the past
fluctuated, and may in the future fluctuate, from quarter to quarter
and period to period, as a result of a number of factors including,
without limitation: the size and timing of orders from clients;
the length of sales cycles and installation processes; the ability
of the Company's clients to obtain financing for the purchase
of the Company's products; changes in pricing policies or price
reductions by the Company or its competitors; the timing of new
product announcements and product introductions by the Company
or its competitors; the availability and cost of system components;
the financial stability of major clients; market acceptance of
new products, applications and product enhancements; the Company's
ability to develop, introduce and market new products, applications
and product enhancements and to control costs; the Company's success
in expanding its sales and marketing programs; deferrals of client
orders in anticipation of new products, applications or product
enhancements; changes in Company strategy; personnel changes;
and general economic factors.
The Company's products are generally shipped as orders are received
and accordingly, the Company has historically operated with minimal
backlog. As a result, sales in any quarter are dependent on orders
booked and shipped in that quarter and are not predictable with
any degree of certainty. Furthermore, the Company's systems can
be relatively large and expensive and individual systems sales
can represent a significant portion of the Company's revenues
for a quarter such that the loss of even one such sale can have
a significant adverse impact on the Company's quarterly profitability.
Clients often defer systems purchases until the Company's quarter
end, so quarterly results generally cannot be predicted and frequently
are not known until the quarter has concluded. The Company's initial
contact with a potential customer depends in significant part
on the customer's decision to replace, or substantially modify,
its existing information system. How and when to implement, replace
or substantially modify an information system are major decisions
for healthcare providers. Accordingly, the sales cycle for the
Company's systems can vary significantly and typically ranges
from three to 12 months from initial contact to contract execution/shipment.
Because a significant percentage of the Company's expenses are
relatively fixed, a variation in the timing of systems sales and
installations can cause significant variations in operating results
from quarter to quarter. As a result, the Company believes that
interim period-to-period comparisons of its results of operations
are not necessarily meaningful and should not be relied upon as
indications of future performance. Further, the Company's historical
operating results are not necessarily indicative of future performance
for any particular period.
Through March 31, 1998, the Company recognized revenue in accordance
with the provisions of the American Institute of Certified Public
Accountants ("AICPA") Statement of Position No. 91-1, "Software
Revenue Recognition" ("SOP 91-1"). The AICPA has adopted Statement
of Position No. 97-2, "Software Revenue Recognition" ("SOP 97-2"),
that supersedes SOP 91-1 and became effective for the Company
on April 1, 1998. There can be no assurance that application and
subsequent interpretations of this pronouncement by the Company,
its independent auditors or the Securities and Exchange Commission
will not further modify the Company's revenue recognition policies,
or that such modifications would not have a material adverse effect
on the operating results reported in any particular quarter.
In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin #101, Revenue Recognition in Financial
Statements (SAB 101). SAB 101 summarizes the staff's views in
applying generally accepted accounting principles to revenue recognition
in financial statements. SAB 101 is effective for the third quarter
of fiscal year 2001.
There can be no assurance that the Company will not be required
to adopt changes in its licensing or services practices to conform
to SOP 97-2, or that such changes, if adopted, would not result
in delays or cancellations of potential sales of the Company's
products.
Due to all of the foregoing factors, it is possible that in some
future quarter the Company's operating results may be below the
expectations of public market analysts and investors. In such
event, the price of the Company's Common Stock would likely be
materially adversely affected.
DEPENDENCE ON PRINCIPAL PRODUCT AND NEW PRODUCT DEVELOPMENT.
The Company currently derives substantially all of its net revenues
from sales of its healthcare information systems and related services.
The Company believes that a primary factor in the market acceptance
of its systems has been its ability to meet the needs of users
of healthcare information systems. The Company's future financial
performance will depend in large part on the Company's ability
to continue to meet the increasingly sophisticated needs of its
clients through the timely development, successful introduction
and implementation of new and enhanced versions of its systems
and other complementary products. The Company has historically
expended a significant amount of its net revenues on product development
and believes that significant continuing product development efforts
will be required to sustain the Company's growth.
There can be no assurance that the Company will be successful
in its product development efforts, that the market will continue
to accept the Company's existing or new products, or that products
or product enhancements will be developed and implemented in a
timely manner, meet the requirements of healthcare providers,
or achieve market acceptance. If new products or product enhancements
do not achieve market acceptance, the Company's business, results
of operations and financial condition could be materially adversely
affected. At certain times in the past, the Company has also experienced
delays in purchases of its products by clients anticipating the
launch of new products by the Company. There can be no assurance
that material order deferrals in anticipation of new product introductions
will not occur.
TECHNOLOGICAL CHANGE.
The software market generally is characterized by rapid technological
change, changing customer needs, frequent new product introductions
and evolving industry standards. The introduction of products
incorporating new technologies and the emergence of new industry
standards could render the Company's existing products obsolete
and unmarketable. There can be no assurance that the Company will
be successful in developing and marketing new products that respond
to technological changes or evolving industry standards. New product
development depends upon significant research and development
expenditures which depend ultimately upon sales growth. Any material
weakness in revenues or research funding could impair the Company's
ability to respond to technological advances in the marketplace
and to remain competitive. If the Company is unable, for technological
or other reasons, to develop and introduce new products in a timely
manner in response to changing market conditions or customer requirements,
the Company's business, results of operations and financial condition
will be materially adversely affected.
In response to increasing market demand, the Company is currently
developing new generations of certain of its software products
designed for the client-server and Internet/intranet environments.
There can be no assurance that the Company will successfully develop
these new software products or that these products will operate
successfully on the principal client-server operating systems,
which include UNIX, Microsoft Windows, Windows NT, Windows 95,
Windows 98 and Windows 2000, or that any such development, even
if successful, will be completed concurrently with or prior to
introduction by competitors of products designed for the client-server
and Internet/intranet environments. Any such failure or delay
could adversely affect the Company's competitive position or could
make the Company's current products obsolete.
LITIGATION.
On April 22, 1997, a purported class action entitled JOHN P. CAVENY
v. QUALITY SYSTEMS, INC., ET AL. was filed in the Superior Court
of the State of California for the County of Orange, in which
Mr. Caveny, on behalf of himself and all others who purchased
the Company's Common Stock between June 26, 1995 and July 3, 1996,
alleges that the Company, and Sheldon Razin, Robert J. Beck, Gregory
S. Flynn, Abe C. LaLande, Donn Neufeld, Irma G. Carmona, John
A. Bowers, Graeme H. Frehner, and Gordon L. Setran (all of the
foregoing individuals were either officers, directors or both
during the period from June 26, 1995 through July 3, 1996), as
well as other defendants not affiliated with the Company, violated
California Corporations Code Sections 25400 and 25500, California
Civil Code Sections 1709 and 1710, and California Business and
Professions Code Sections 17200 et. seq., by issuing positive
statements about the Company that allegedly were knowingly false,
in part, in order to assist the Company and the individual defendants
in selling Common Stock at an inflated price in the Company's
March 5, 1996 public offering and at other points during the class
period. The complaint seeks compensatory and punitive damages
in unspecified amounts, disgorgement, declaratory and injunctive
relief, and attorneys' fees.
The Company and the other named defendants successfully demurred
to the plaintiffs' claim under California Civil Code Sections
1709 and 1710, and that claim, which served as the only basis
for plaintiffs' request for punitive damages, has been dismissed
from both actions.
On January 25, 1999, the court denied plaintiffs' motion to certify
the class representative and class legal counsel. Plaintiffs appealed
that decision as to class legal counsel. On February 25, 2000,
the Fourth District Court of Appeals affirmed the order disqualifying
the class legal counsel. On May 9, 2000, the Court of Appeals
issued its Remittur certifying its decision as final.
In May 2000, plaintiffs associated in additional class legal counsel,
and moved for approval by the court. Upon defendants' objection,
the court on August 17, 2000, denied plaintiffs' motion, and ordered
plaintiffs to retain new class counsel.
At the end of November 2000, the plaintiffs retained new class
counsel who substituted in for plaintiffs' previous class counsel.
The Company and the other named defendants did not oppose plaintiffs'
motion for approval of the new class counsel. On January 24, 2001,
the court granted the motion to certify class legal counsel.
Merits-related discovery in the action had been stayed pending
the appointment of class counsel and is expected to resume now
that class counsel has been approved by the court. The Company
and its named officers and directors continue to deny all remaining
allegations of wrongdoing made against them in these suits, consider
the allegations groundless and without merit, and intend to vigorously
defend against these actions.
On May 14, 1997, a second purported class action entitled WENDY
WOO v. QUALITY SYSTEMS, INC., ET AL. was filed in the same court,
essentially repeating the allegations in the Caveny lawsuit and
seeking identical relief. This action has for all purposes been
consolidated with the Caveny action.
On March 23, 1999, a purported class action and derivative complaint
entitled IRVING ROSENZWEIG v. SHELDON RAZIN, ET AL. was filed
in the Superior Court of the State of California for the County
of Orange, in which Mr. Rosenzweig, on behalf of himself and all
non-director shareholders, and derivatively on behalf of the Company,
alleges that Sheldon Razin, John Bowers, William Bowers, Patrick
Cline, Janet Razin and Gordon Setran (all of the foregoing individuals
are directors of the Company) breached their fiduciary duties
by allegedly entrenching themselves in their positions of control,
failing to ensure that third- party offers involving the Company
were fully and fairly considered, and/or failing to conduct a
reasonable inquiry to assure the maximization of shareholder value.
The complaint sought declaratory and injunctive relief, an accounting
of monetary damages allegedly suffered by plaintiff and the purported
class, and attorneys' fees. Defendants demurred to each of the
causes of action alleged in the complaint and the court sustained
those demurrers with leave to amend in December 1999. Rather than
file an amended complaint, plaintiff filed a motion for attorney's
fees. Defendants, in turn, filed a motion to dismiss the action
for failure to file an amended pleading within the time limit
specified by the court.
The parties agreed to a settlement of action and stipulated to
a final judgment and order which was entered by the court on May
15, 2000 at which time the action was dismissed. The final judgment
and order provided for a dismissal of the action with prejudice,
releases given to each of the defendants, and payment of the nominal
sum of $100,000 (paid by the Company's Directors and Officers
Liability Insurance Company) in full settlement of plaintiff's
motion for attorney's fees.
The settlement further expressly provided that it did not constitute
an admission of any liability of defendants, which defendants
continue to vigorously deny.
The Company is a party to various other legal proceedings incidental
to its business, none of which are considered by the Company to
be material.
PROPRIETARY TECHNOLOGY.
The Company is heavily dependent on the maintenance and protection
of its intellectual property and relies largely on license agreements,
confidentiality procedures, and employee nondisclosure agreements
to protect its intellectual property. The Company's software is
not patented and existing copyright laws offer only limited practical
protection.
There can be no assurance that the legal protections and precautions
taken by the Company will be adequate to prevent misappropriation
of the Company's technology or that competitors will not independently
develop technologies equivalent or superior to the Company's.
Further, the laws of some foreign countries do not protect the
Company's proprietary rights to as great an extent as do the laws
of the United States and are often not enforced as vigorously
as those in the United States.
The Company does not believe that its operations or products infringe
on the intellectual property rights of others. However, there
can be no assurance that others will not assert infringement or
trade secret claims against the Company with respect to its current
or future products or that any such assertion will not require
the Company to enter into a license agreement or royalty arrangement
with the party asserting the claim. As competing healthcare information
systems increase in complexity and overall capabilities and the
functionality of these systems further overlaps, providers of
such systems may become increasingly subject to infringement claims.
Responding to and defending any such claims may distract the attention
of Company management and have a material adverse effect on the
Company's business, results of operations and financial condition.
In addition, claims may be brought against third parties from
which the Company purchases software, and such claims could adversely
affect the Company's ability to access third party software for
its systems.
ABILITY TO MANAGE GROWTH.
The Company has experienced periods of growth which has placed,
and may continue to place, a significant strain on the Company's
resources. The Company also anticipates expanding its overall
software development, marketing, sales, client management and
training capacity. In the event the Company is unable to identify,
hire, train and retain qualified individuals in such capacities
within a reasonable timeframe, such failure could have a material
adverse effect on the Company. In addition, the Company's ability
to manage future increases, if any, in the scope of its operations
or personnel will depend on significant expansion of its research
and development, marketing and sales, management, and administrative
and financial capabilities. The failure of the Company's management
to effectively manage expansion in its business could have a material
adverse effect on the Company's business, results of operations
and financial condition.
DEPENDENCE UPON KEY PERSONNEL.
The Company's future performance also depends in significant part
upon the continued service of its key technical and senior management
personnel, many of whom have been with the Company for a significant
period of time. The Company does not maintain key man life insurance
on any of its employees. Because the Company has a relatively
small number of employees when compared to other leading companies
in the same industry, its dependence on maintaining its employees
is particularly significant. The Company is also dependent on
its ability to attract and retain high quality personnel, particularly
highly skilled software engineers for applications development.
The industry is characterized by a high level of employee mobility
and aggressive recruiting of skilled personnel. There can be no
assurance that the Company's current employees will continue to
work for the Company. Loss of services of key employees could
have a material adverse effect on the Company's business, results
of operations and financial condition. Furthermore, the Company
may need to grant additional stock options to key employees and
provide other forms of incentive compensation to attract and retain
such key personnel.
PRODUCT LIABILITY.
Certain of the Company's products provide applications that relate
to patient clinical information. Any failure by the Company's
products to provide accurate and timely information could result
in claims against the Company. In addition, a court or government
agency may take the position that the Company's delivery of health
information directly, including through licensed physicians, or
delivery of information by a third party-site that a consumer
accesses through the Company's web sites, exposes the Company
to malpractice or other personal injury liability for wrongful
delivery of healthcare services or erroneous health information.
The Company maintains insurance to protect against claims associated
with the use of its products, but there can be no assurance that
its insurance coverage would adequately cover any claim asserted
against the Company. A successful claim brought against the Company
in excess of its insurance coverage could have a material adverse
effect on the Company's business, results of operations and financial
condition. Even unsuccessful claims could result in the Company's
expenditure of funds in litigation and management time and resources.
Certain physicians or other healthcare professionals who use the
Company's Internet based products will directly enter health information
about their patients including information that constitutes a
record under applicable law, that the Company will store on the
Company's computer systems. Numerous federal and state laws and
regulations, the common law, and contractual obligations govern
collection, dissemination, use and confidentiality of patient-identifiable
health information, including:
-
State
privacy and confidentiality laws;
-
The
Company's contracts with customers and partners;
-
State
laws regulating healthcare professionals, such as physicians,
pharmacists and nurse practitioners;
-
Medicaid
laws;
-
The
Heath Insurance Portability and Accountability Act of 1996 and
related rules proposed by the Heath Care Financing Administration;
and
-
Health
Care Financing Administration standards for Internet transmission
of health data.
The U.S. Congress has been considering proposed legislation that
would establish a new federal standard for protection and use
of health information. Any failure by the Company or by the Company's
personnel or partners to comply with any of these legal and other
requirements would result in material liability.
Although the Company has systems in place for safeguarding patient
health information from unauthorized disclosure, these systems
may not preclude successful claims against the Company for violation
of applicable law or other requirements. Other third-party sites
or links that consumers access through the Company's web sites
also may not maintain systems to safeguard this health information,
or may circumvent systems the Company put in place to protect
the information from disclosure. In addition, future laws or changes
in current laws may necessitate costly adaptations to the Company's
systems.
There can be no assurance that the Company will not be subject
to product liability claims, that such claims will not result
in liability in excess of its insurance coverage, that the Company's
insurance will cover such claims or that appropriate insurance
will continue to be available to the Company in the future at
commercially reasonable rates. Such claims could have a material
adverse affect on the Company's business, results of operations
and financial condition.
UNCERTAINTY IN HEALTHCARE INDUSTRY; GOVERNMENT REGULATION.
The healthcare industry is subject to changing political, economic
and regulatory influences that may affect the procurement processes
and operation of healthcare facilities. During the past several
years, the healthcare industry has been subject to an increase
in governmental regulation of, among other things, reimbursement
rates and certain capital expenditures. In the past, various legislators
have announced that they intend to examine proposals to reform
certain aspects of the U.S. healthcare system including proposals
which may increase governmental involvement in healthcare, lower
reimbursement rates and otherwise change the operating environment
for the Company's clients. Healthcare providers may react to these
proposals and the uncertainty surrounding such proposals by curtailing
or deferring investments, including those for the Company's systems
and related services. Cost-containment measures instituted by
healthcare providers as a result of regulatory reform or otherwise
could result in greater selectivity in the allocation of capital
funds. Such selectivity could have an adverse effect on the Company's
ability to sell its systems and related services. The Company
cannot predict what impact, if any, such proposals or healthcare
reforms might have on its business, results of operations and
financial condition.
In the year 2001, the Department of Health and Human Services
expects to finalize proposed regulations at the federal level
authorized under the Health Insurance Portability and Accountability
Act of 1996.
These proposed regulations will establish new federal standards
for privacy of health information. The Company anticipates that
these regulations will directly affect the Company's products
and services, but the Company cannot accurately predict the impact
at this time. Achieving compliance with these regulations could
be costly and distract management's attention and other resources
from the Company's historical business, and any noncompliance
by the Company could result in civil and criminal penalties. In
addition, development of related federal and state regulations
and policies on confidentiality of health information could negatively
affect the Company's business.
The Company's software may be subject to regulation by the FDA
as a medical device. Such regulation could require the registration
of the applicable manufacturing facility and software/hardware
products, application of detailed record-keeping and manufacturing
standards, and FDA approval or clearance prior to marketing. An
approval or clearance could create delays in marketing, and the
FDA could require supplemental filings or object to certain of
these applications, the result of which could have a material
adverse effect on the Company's business, results of operations
and financial condition.
RESULTS OF OPERATIONS.
The following table sets forth for the periods indicated, the
percentage of net revenues represented by each item in the Company's
consolidated statements of operations.
Three Months Nine Months
Ended Ended
December 31, December 31,
---------------- ----------------
2000 1999 2000 1999
------ ------ ------ ------
Net Revenues:
Sales of computer systems,
upgrades and supplies 50.6% 50.4% 49.3% 55.0%
Maintenance and other services 49.4 49.6 50.7 45.0
------ ------ ------ ------
100.0 100.0 100.0 100.0
Cost of Products and Services 43.2 45.7 43.9 45.4
------ ------ ------ ------
Gross Profit 56.8 54.3 56.1 54.6
Selling, General and
Administrative Expenses 33.4 35.9 34.4 33.9
Research and Development Costs 9.8 10.9 10.2 10.2
------ ------ ------ ------
Income from Operations 13.6 7.5 11.5 10.5
Investment Income 2.5 2.0 2.6 1.9
------ ------ ------ ------
Income before Provision for
Income Taxes 16.1 9.5 14.1 12.4
Provision for Income Taxes 6.9 4.1 6.1 5.4
------ ------ ------ ------
Net Income 9.2% 5.4% 8.0% 7.0%
====== ====== ====== ======
FOR
THE THREE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999.
The Company's net income for the three months ended December 31,
2000 was $966,000, or $0.16 per share on a basic and diluted basis,
as compared to net income of $475,000, or $0.08 per share on a
basic and diluted basis, for the three months ended December 31,
1999.
Net Revenues. Net revenues increased 17% to $10.3 million for
the three months ended December 31, 2000 compared to $8.8 million
for the three months ended December 31, 1999. Sales of computer
systems, upgrades and supplies increased 18% to $5.2 million from
$4.4 million while net revenues from maintenance and other services
grew 17% to $5.1 million from $4.4 million during the comparable
periods. The increase in net revenues from sales of computer systems,
upgrades and supplies was principally the result of an increase
in the sales of the Nextgen suite of electronic medical records
software and practice management systems, partially offset by
a decline in the sale of the Company's character-based healthcare
information systems. The increase in maintenance and other services
net revenue resulted principally from an increase in revenues
from the Company's increased client base from which to generate
maintenance together with an increase in revenues generated from
the Company's electronic data interchange services.
Cost of Products and Services. Cost of products and services for
the three months ended December 31, 2000 increased 11% to $4.5
million as compared to $4.0 million for the three months ended
December 31, 1999. The increase in the cost of products and services
resulted from the impact of increased volume of new systems sales
and EDI sales in the December 31, 2000 period. The cost of products
and services as a percentage of net revenues declined to 43.2%
compared to 45.7% for the three months ended December 31, 1999.
The cost of products and services as a percentage of sales declined
in part as a result of the increased sales volume being delivered
from the existing infrastructure. The effect of increased sales
being delivered from the same infrastructure was partially offset
from a higher level of low margin hardware content included in
new systems sales compared to the year ago quarter.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses for the three months ended December
31, 2000 increased 9% to $3.5 million as compared to $3.2 million
for the three months ended December 31, 1999. The increase in
selling, general, and administrative expenses was primarily related
to an increase in selling and marketing costs associated with
the increase in sales activity in the Micromed Division. Selling,
general and administrative expenses as a percentage of net revenues
decreased to 33.4% from 35.9% as a result of an improvement in
operating leverage with the increase in revenue and the portions
of selling, general & administrative expense which are relatively
fixed.
Research and Development Costs. Research and development costs
for the three months ended December 31, 2000 increased 5% to $1,010,000
as compared to $962,000 for the three months ended December 31,
1999. Research and development costs as a percentage of net revenues
decreased to 9.8% as compared to 10.9% for the three months ended
September 30, 1999. Investments in research and development have
remained relatively constant in both periods. The decline in research
and development costs as a percentage of revenue was due to the
increase in revenue in the three months ended December 31, 2000.
Investment Income. Investment income for the three months ended
December 31, 2000 was $261,000 while investment income for the
December 31, 1999 period was $183,000. The increase in the December
2000 quarter as compared to the December 1999 quarter was principally
due to an increase in interest rates earned on the Company's cash
balances in the December 2000 quarter compared to the December
1999 quarter.
Provision for Income Taxes. The provision for income taxes for
the three months ended December 31, 2000 was $708,000 as compared
to $365,000 for the three months ended December 31, 1999. The
provisions for income taxes for the three months ended December
31, 2000 and 1999 differ from the combined statutory rates primarily
due to the impact of non-deductible amortization of certain intangible
assets acquired in the May 1996 Clinitec acquisition and the effect
of varying state income tax rates.
FOR THE NINE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999.
The Company's net income for the nine months ended December 31,
2000 was $2.3 million, or $0.38 per share on a basic and $.37
per share on a diluted basis, as compared to a net income of $2.0
million, or 0.31 per share on a basic and diluted basis, for the
nine months ended December 31, 1999.
Net Revenues. Net revenues for the nine months ended December
31, 2000 increased 5.9% to $29.3 million from $27.6 million for
the nine months ended December 31, 1999. Sales of computer systems,
upgrades and supplies decreased 5.0% to $14.4 million from $15.2
million, while net revenues from maintenance and other services
grew 19% to $14.8 million from $12.4 million during the comparable
periods. The decrease in net revenues from sales of computer systems,
upgrades and supplies was principally the result of declines in
the new sales of the Company's character based software products.
The declines experienced in the character based products were
partially offset by increases in new Nextgen systems sales. The
increase in maintenance and other services revenue resulted principally
from an increase in revenues from the Company's increased client
base from which to generate maintenance and other services revenue
together with an increase in revenues generated from the Company's
electronic data interchange services.
Cost of Products and Services. Cost of products and services for
the nine months ended December 31, 2000 increased 2.5% to $12.9
million from $12.5 million for the nine months ended December
31, 1999 while cost of products and services as a percentage of
net revenues decreased to 43.9% from 45.4% during the comparable
periods. The increase in the cost of products and services resulted
from the impact of increased costs associated with higher revenues
generated from the Company's electronic data interchange services
partially offset by a decline in new system sales of the Company's
character based products. The cost of products and services as
a percentage of net revenues decreased primarily as a result of
leveraging the growth of maintenance and other services revenue
on the Company's existing infrastructure partially offset by the
increase in electronic data interchange services revenue which
yield a lower margin than other products and services.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses for the nine months ended December
31, 2000 increased 7.7% to $10.1 million as compared to $9.3 million
for the nine months ended December 31, 1999. Selling, general
and administrative expenses as a percentage of net revenues increased
to 34.4% from 33.9%. The increase in the amount of such expenses
resulted from the increased sales and marketing expenses of the
Nextgen Suite of software products and administrative infrastructure
expenses. The Company has also increased amounts which have been
set aside for potential bad debts in the nine months ended December
31, 2000 compared to the nine months ended December 31, 1999.
The increase of selling, general and administrative expenses as
a percentage of net revenues resulted from the increase in the
aforementioned expenses which grew at a faster rate than revenue.
Research and Development Costs. Research and development costs
for the nine months ended December 31, 2000 increased 6.0% to
$3.0 million from $2.8 million for the nine months ended December
31, 1999. Research and development costs as a percentage of net
revenues remained unchanged at 10.2%.
Investment Income. Investment income for the nine months ended
December 31, 2000 and 1999 was $758,000 and $531,000, respectively.
The increase was due to an increase in the amount of cash available
for investment combined with an increase in interest rates earned
on the Company's cash balances in the nine months ended December
31, 2000.
Provision for Income Taxes. The provision for income taxes for
the nine months ended December 31, 2000 and 1999 was $1.8 million
and $1.5 million, respectively. The provisions for income taxes
for the nine months ended December 31, 2000 and 1999 differ from
the combined statutory rates primarily due to the impact of non-deductible
amortization of certain intangible assets acquired in the May
1996 Clinitec acquisition and the effect of varying state income
tax rates.
LIQUIDITY AND CAPITAL RESOURCES.
Cash and cash equivalents decreased $268,000 for the nine months
ended December 31, 2000 primarily as a result of cash provided
by operating activities, offset by investments in capitalized
software, equipment and repurchases of the Company's stock. Cash
and cash equivalents increased $2.0 million for the nine months
ended December 31, 1999 primarily as a result of cash provided
by operating activities.
Net cash provided by operating activities for the nine months
ended December 31, 2000 was $3.0 million consisting primarily
of the Company's $2.3 million in net income adjusted for the principal
non-cash operating expenses of depreciation and amortization plus
an increase in accounts payable and income tax related accounts
offset in part by increases in accounts receivable. Net cash provided
by operating activities for the nine months ended December 31,
1999 was $3.3 million consisting primarily of the Company's $2.0
million net income adjusted for the principal non-cash operating
expenses of depreciation and amortization plus an increase in
deferred service revenue offset in part by increases in accounts
payable and income tax related accounts.
Net cash used in investing activities for the nine months ended
December 31, 2000 was $1.5 million consisting principally of additions
to equipment and capitalized software. Net cash used in investing
activities for the nine months ended December 31, 1999 was $1.2
million consisting principally of additions to equipment and improvements
and capitalized software.
Net cash used in financing activities for the nine months ended
December 31, 2000 was $1.8 million consisting of the purchase
of 227,400 shares of the Company's Common Stock offset in part
by the exercise of stock options. Net cash used in financing activities
for the nine months ended December 31, 1999 was $51,000 consisting
of the purchase of 9,400 shares of the Company's Common Stock
offset in part by proceeds from the exercise of stock options.
In February 1997, the Company's Board of Directors authorized
the repurchase on the open market of up to 10% of the shares of
the Company's outstanding Common, subject to compliance with applicable
laws and regulations. This stock authorization has been renewed
annually and currently expires on June 7, 2001. The timing and
amount of any repurchase is at the discretion of the Company's
management. The Company's management could, in the exercise of
its judgment, repurchase fewer shares than authorized. During
the nine months ended December 31, 2000, the Company purchased
232,400 shares at a cost of approximately $1,838,000.
At December 31, 2000, the Company had cash and cash equivalents
of $15.7 million and short-term investments of $254,000. Except
for the Company's intention to expend funds for the development
of complementary products to its existing product line and alternative
versions of certain of its products for the client-server environment
to take advantage of more powerful technologies and to enable
a more seamless integration of the Company's products, the Company
has no other significant capital commitments and currently anticipates
that additions to equipment and improvements for fiscal 2001 will
be comparable to fiscal 2000. The Company believes that its cash
and cash equivalents and short-term investments on hand at December
31, 2000, together with cash flows from operations, if any, will
be sufficient to meet its working capital and capital expenditure
requirements for the next year.
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