-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LW88bU51kj3Rko7fIry5I3MJOjtReK7zlszio0fjfPXQT+xtbg7PzvD9qxSn49D4 ByBo+KVmngzB+TolyXtmEQ== 0000950135-06-002956.txt : 20060502 0000950135-06-002956.hdr.sgml : 20060502 20060502080504 ACCESSION NUMBER: 0000950135-06-002956 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMICAS, Inc. CENTRAL INDEX KEY: 0001028584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 592248411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25311 FILM NUMBER: 06797207 BUSINESS ADDRESS: STREET 1: 20 GUEST STREET STREET 2: SUITE 200 CITY: BOSTON STATE: MA ZIP: 02135 BUSINESS PHONE: 6177797878 MAIL ADDRESS: STREET 1: 20 GUEST STREET STREET 2: SUITE 200 CITY: BOSTON STATE: MA ZIP: 02135 FORMER COMPANY: FORMER CONFORMED NAME: VITALWORKS INC DATE OF NAME CHANGE: 20010809 FORMER COMPANY: FORMER CONFORMED NAME: VITAL WORKS INC DATE OF NAME CHANGE: 20010806 FORMER COMPANY: FORMER CONFORMED NAME: INFOCURE CORP DATE OF NAME CHANGE: 19961209 8-K 1 b60737aie8vk.txt AMICAS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2006 (May 1, 2006) AMICAS, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25311 59-2248411 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.)
20 Guest Street, Boston, MA 02135 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 617-779-7878 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 1, 2006, AMICAS, Inc. ("AMICAS") announced its financial results for its first quarter ended March 31, 2006. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release entitled "AMICAS Reports Financial Results For The First Quarter Ended March 31, 2006", issued by AMICAS on May 1, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMICAS, INC. By: /s/ Stephen Hicks ------------------------------------ Name: Stephen Hicks Title: Vice President and General Counsel Date: May 2, 2006 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press Release entitled "AMICAS Reports Financial Results For The First Quarter Ended March 31, 2006", issued by AMICAS on May 1, 2006.
EX-99.1 2 b60737aiexv99w1.txt EX-99.1 PRESS RELEASE DATED, 5/2/06 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Sarah Carmody, Investor Relations 617.779.7892 scarmody@amicas.com AMICAS REPORTS FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2006 Boston, MA, May 1, 2006 /PRNewswire/ -- AMICAS, Inc. (Nasdaq: AMCS), a leader in radiology and medical image and information management solutions, today reported unaudited financial results for the first quarter ended March 31, 2006. Total revenues for the first quarter of 2006 were $14.0 million as compared to $12.1 million for the first quarter of 2005, which represents a year over year increase of 16%. Sequentially, from the fourth quarter of 2005, revenues decreased by $0.3 million, or 2%. Operating loss for the first quarter of 2006 was $1.1 million compared to a loss of $3.4 million for the first quarter of 2005. The company's net loss from continuing operations for the first quarter of 2006 was $0.3 million, or $(0.01) per share, compared to a net loss from continuing operations of $2.3 million, or $(0.05) per share, for the first quarter of 2005. In the first quarter of 2006, both operating loss and net loss from continuing operations included $0.5 million of stock-based compensation expense and a $0.5 million additional expense related to external resources required to address the company's previously disclosed service revenue inquiry. AMICAS reported a net loss of $0.5 million, or ($0.01) per share. AMICAS ended the quarter with cash and cash equivalents of $80.4 million, no long-term debt and working capital of $80.6 million. In addition, in the first quarter of 2006, AMICAS paid $2.1 million of taxes relating to the sale of discontinued operations. BUSINESS PERSPECTIVE Dr. Stephen Kahane, CEO and chairman of AMICAS said, "Customer success and innovation are two cornerstones for all of us at AMICAS. We believe that there is a buzz about AMICAS in the market and that our efforts to expand our distribution and deliver a strong return on investment for our customers positions us well for the future. In addition, we also believe that our unique ability to be competitive in both the ambulatory and acute market segments is a key differentiator for AMICAS." Dr. Kahane went on to say, "Regulatory and reimbursement changes, like the recently signed Deficit Reduction Act (DRA) which reduces reimbursement for certain types of imaging procedures, can cause a pause in the marketplace. Still, we are focused on helping imaging businesses operate more effectively and efficiently by delivering image and information management technology to address their specific business and workflow requirements. In the end, we firmly believe all imaging businesses require the kind of products and services AMICAS delivers to the market." Peter McClennen, president and COO of AMICAS said, "We continue to execute on our strategy focused on delivering customer success, innovation and growth. With the recent announcements of Vision Series Financials 7.0 and our new RadStream technology acquisition, coupled with our rich pipeline of R&D in RIS and PACS, we believe AMICAS is well positioned both now and into the future. The radiology industry is facing increasing challenges in the areas of reimbursement, staffing and continued increases in exam volumes. AMICAS' products and services are designed to meet these challenges and, we believe, provide an excellent technology platform to provide radiology services with increased productivity, and better efficiency resulting in a higher level of business performance than traditional systems." LOOKING FORWARD AMICAS now expects total revenues for fiscal year 2006 to be between $56 million and $61 million due to several factors including the February signing of the Deficit Reduction Act (DRA) which reduces reimbursement for certain types of image procedures and lower than expected orders in the first quarter of 2006. The company expects fiscal year 2006 operating income, as a percent of revenue, to be between negative two percent and breakeven. This includes the impact of SFAS 123R stock-based compensation expense currently expected to be approximately three percent of revenue. For the fourth quarter of 2006, the company expects operating income to be between two and seven percent of revenue. This includes the impact of SFAS 123R stock-based compensation expense currently expected to be approximately three percent of revenue. CONFERENCE CALL AMICAS will host a conference call on Tuesday, May 2nd at 8:30 a.m. Eastern Time to discuss the company's first quarter fiscal 2006 results. Investors and other interested parties may dial into the call using the toll free number 1-800-362-0571 (conference ID: 7AMICAS). The conference call will also be available via Web cast at www.amicas.com. Following the conclusion of the call, a replay will be available at 800.934.3639 or 402.220.1152 until June 2, 2006. ABOUT AMICAS, INC. AMICAS, Inc. (www.amicas.com) is a leader in radiology and medical image and information management solutions. The AMICAS(R) Vision Series(TM) products provide a complete, end-to-end solution for imaging centers, ambulatory care facilities, and radiology practices. Acute care and hospital clients are provided a fully-integrated, HIS/RIS-independent PACS, featuring advanced enterprise workflow support and scalable design. Complementing the Vision Series product family is AMICAS Insight ServicesSM, a set of client-centered professional and consulting services that assist our customers with a well-planned transition to a digital enterprise. SAFE HARBOR STATEMENT Except for the historical information herein, the matters discussed in this release include forward-looking statements. In particular, the forward-looking statements contained in this release include statements about future financial and operating results. When used in this press release, the words: believes, intends, plans, anticipates, expects, estimates, and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause actual results to differ materially which include, but are not limited to, the following: a significant portion of the company's quarterly sales are concluded in the last month of the fiscal quarter; the length of sales and delivery cycles; the deferral and/or realization of deferred software license and system revenues according to contract terms; the timing, cost and success or failure of current and new product and service introductions and product upgrade releases; potential patent infringement claims against AMICAS and the related defense costs; the ability of AMICAS to comply with all government laws, rules and regulations; and other risks affecting AMICAS' businesses generally and as set forth in AMICAS' most recent filings with the Securities and Exchange Commission. ALL FORWARD-LOOKING STATEMENTS IN THIS RELEASE ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND ARE MADE ONLY AS OF THE DATE OF THIS RELEASE. AMICAS is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. The financial statements and information as of, and for the period ended, March 31, 2006 contained in this press release are subject to review by the company's independent registered public accounting firm. AMICAS, INC. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In thousands, except share data)
MARCH 31, DECEMBER 31, 2006 2005 --------- ------------ ASSETS Current assets: Cash and cash equivalents $ 80,404 $ 82,214 Accounts receivable, net 16,331 15,316 Computer hardware held for resale 118 127 Prepaid expenses and other current assets 1,666 1,025 -------- -------- TOTAL CURRENT ASSETS 98,519 98,682 Property and equipment, net 1,184 1,259 Goodwill 27,313 27,313 Acquired/developed software, net 9,133 9,623 Other intangible assets, net 2,404 2,511 Other assets 868 897 -------- -------- TOTAL ASSETS $139,421 $140,285 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrual expenses $ 9,099 $ 11,151 Deferred revenue, including unearned discounts 8,829 8,495 -------- -------- TOTAL CURRENT LIABILITIES 17,928 19,646 Other liabilities, primarily unearned discounts 647 726 Stockholders' equity: Preferred stock $.001 par value; 2,000,000 shares authorized; none issued and outstanding -- -- Common stock $.001 par value; 200,000,000 shares authorized; 50,738,162 and 50,355,684 shares issued 50 50 Additional paid-in capital 224,362 222,927 Accumulated deficit (97,094) (96,592) Treasury stock, at cost, 1,985,502 shares (6,472) (6,472) -------- -------- TOTAL STOCKHOLDERS' EQUITY 120,846 119,913 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $139,421 $140,285 -------- --------
AMICAS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2006 (UNAUDITED) (In thousands, except per share data)
THREE MONTHS ENDED, MARCH 31 ------------------- 2006 2005 ------- ------- REVENUES Maintenance and services $ 8,941 $ 8,422 Software licenses and system sales 5,030 3,661 ------- ------- TOTAL REVENUES 13,971 12,083 ------- ------- COSTS AND EXPENSES Cost of revenues: Maintenance and services(1) 3,576 3,226 Software licenses and system sales 2,816 1,431 ------- ------- GROSS MARGIN 7,579 7,426 ------- ------- Selling, general and administrative(2) 6,177 6,197 Research and development(3) 2,163 2,358 Depreciation and amortization 333 493 Settlement of earn-out -- 1,085 Restructuring charges -- 691 ------- ------- Total Operating Expenses 8,673 10,824 ------- ------- OPERATING INCOME (LOSS) (1,094) (3,398) Interest income 859 413 Interest expense -- (747) ------- ------- INCOME (LOSS) FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES (235) (3,732) (Benefit) provision for income taxes 19 (1,480) ------- ------- INCOME (LOSS) FROM CONTINUING OPERATIONS (254) (2,252) Gain (loss) on Sale of discontinued operations, net (248) 46,070 Income (loss) from discontinued operations -- -- ------- ------- NET INCOME (LOSS) $ (502) $43,818 ======= ======= NET INCOME (LOSS) PER SHARE Basic: Continuing operations $ (0.01) $ (0.05) Discontinued operations (0.01) 1.03 ------- ------- $ (0.01) $ 0.98 ======= ======= Diluted: Continuing operations $ (0.01) $ (0.05) Discontinued operations (0.01) 1.03 ------- ------- $ (0.01) $ 0.98 ======= ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING; Basic 48,611 44,530 Diluted 48,611 44,530
(1) Includes Ql 06 Stock-based compensation expense of $15k associated with the adoption of FAS 123R. (2) Includes Ql 06 Stock-based compensation expense of $399k associated with the adoption of FAS 123R. (2) Includes Ql 06 external expenses of $488k associated with services revenue inquiry. (3) Includes Ql 06 Stock-based compensation expense of $45k associated with the adoption of FAS 123R. -----END PRIVACY-ENHANCED MESSAGE-----