<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-29090
MEDICAL MANAGER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 59-3396629
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3001 NORTH ROCKY POINT DRIVE EAST, SUITE 400, TAMPA, FLORIDA 33607
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (813) 287-2990
N/A
(Former Name, Former Address and Former Fiscal Year
if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
There were 21,571,094 shares of the Registrant's common stock outstanding as
of August 3, 1998.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated financial statements of Medical Manager
Corporation, a Delaware corporation (the "Company"), have been prepared in
accordance with the instructions to Form 10-Q and, therefore, omit or condense
certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting
principles. In the opinion of management, all adjustments necessary for a fair
presentation of the financial information for the interim and year-to-date
periods reported have been made. The current year financial statements include
the results of Medical Practice Support Services, Inc., Health Care Management
Solutions, Inc., d/b/a Healthcare Informatics, Inc., Strategic Systems, Inc.,
Intelligent Concept Ltd. (U.S.A.), Health-Tech Systems, Inc., Healthcare
Automation Associates, Inc., and Qualified Technology, Inc., all of which were
acquired by the Company or its affiliates during the six months ended June 30,
1998. All of these acquisitions were accounted for using the pooling of
interests method of accounting. Prior year financial statements have been
restated to reflect the results of these acquisitions.
In addition, during the three months ended June 30, 1998, the Company
acquired substantially all of the assets of Management Integrated Solutions and
all of The Medical Manager assets of CSA Provider Services, a division of Blue
Cross Blue Shield of Arizona, Inc. These acquisitions were accounted for using
the purchase method of accounting. The financial results associated with these
acquisitions are reflected after their respective acquisition dates.
Results of operations for the three and six months ended June 30, 1998
are not necessarily indicative of the results for the entire year ending
December 31, 1998.
1
<PAGE> 3
MEDICAL MANAGER CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
--------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $45,016 $6,725
Accounts receivable, net 21,199 17,315
Inventory 2,503 2,400
Prepaid expenses and other current assets 4,133 2,644
Deferred income taxes 727 727
-------- ---------
Total current assets 73,578 29,811
PROPERTY AND EQUIPMENT, net 6,487 5,311
GOODWILL AND OTHER INTANGIBLES, net 24,356 23,775
OTHER ASSETS 1,483 121
-------- ---------
Total assets $105,904 $59,018
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $2,461 $3,858
Accounts payable and accrued liabilities 6,755 7,321
Customer deposits and deferred maintenance revenue 8,324 7,921
Income taxes payable 0 617
-------- ---------
Total current liabilities 17,540 19,717
LONG-TERM OBLIGATIONS, net of current maturities 2,128 4,211
-------- ---------
Total liabilities 19,668 23,928
-------- ---------
STOCKHOLDERS' EQUITY
Common stock 216 199
Additional paid-in capital 72,715 29,144
Retained earnings 13,305 5,747
-------- ---------
Total stockholders' equity 86,236 35,090
-------- ---------
Total liabilities and stockholders'
equity $105,904 $59,018
======== =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 4
MEDICAL MANAGER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1998 1997
--------- ----------
<S> <C> <C>
Revenue
Systems $19,630 $12,795
Maintenance and other 11,007 8,005
------- -------
Total revenue 30,637 20,800
------- -------
Cost of revenue
Systems 8,864 5,205
Maintenance and other 6,080 4,598
------- -------
Total cost of revenue 14,944 9,803
------- -------
Gross margin 15,693 10,997
------- -------
Operating expenses
Selling, general and administrative 7,589 6,168
Research and development 1,139 812
Depreciation and amortization 766 343
------- -------
Total operating expenses 9,494 7,323
------- -------
Income from operations 6,199 3,674
Other income (expense)
Interest expense (11) (84)
Interest income 382 218
Other (expense) (15) 42
------- -------
Income before income taxes 6,555 3,850
Income taxes 2,345 1,574
------- -------
Net income $4,210 $2,276
======= =======
Basic earnings per share $0.20 $0.12
Shares used in computing basic earnings per
share 21,083 19,542
Diluted earnings per share $0.19 $0.12
Shares used in computing diluted earnings
per share 22,061 19,569
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 5
MEDICAL MANAGER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED PRO FORMA SIX MONTHS
JUNE 30, ENDED JUNE 30,
------------------- --------------------
1998 1997 1997
------- ------- -------
<S> <C> <C> <C>
Revenue
Systems $37,967 $22,982 $24,979
Maintenance and other 20,849 14,991 16,116
------- ------- -------
Total revenue 58,816 37,973 41,095
------- ------- -------
Cost of revenue
Systems 17,670 9,677 10,806
Maintenance and other 11,421 8,480 9,075
------- ------- -------
Total cost of revenue 29,091 18,157 19,881
------- ------- -------
Gross margin 29,725 19,816 21,214
------- ------- -------
Operating expenses
Selling, general and administrative 14,313 10,827 11,560
Research and development 2,165 1,588 1,610
Depreciation and amortization 1,472 622 712
------- ------- -------
Total operating expenses 17,950 13,037 13,882
------- ------- -------
Income from operations 11,775 6,779 7,332
Other income (expense)
Interest expense (122) (166) (166)
Interest income 450 358 357
Other (expense) (1) 68 68
------- ------- -------
Income before income taxes 12,102 7,039 7,591
Income taxes 4,466 2,152 2,833
------- ------- -------
Net income $7,636 $4,887 $4,758
======= ======= =======
Basic earnings per share $0.37 $0.25 $0.24
Shares used in computing basic earnings
per share 20,543 19,542 19,542
Diluted earnings per share $0.36 $0.25 $0.24
Shares used in computing diluted earnings
per share 21,482 19,568 19,568
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 6
MEDICAL MANAGER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $7,636 $4,887
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,472 622
Deferred income taxes 0 (348)
Realized gains on marketable securities 0 (52)
Changes in assets and liabilities, net of
effects from acquisitions
Accounts receivable (4,789) (2,390)
Inventory (449) (295)
Prepaid expenses and other current assets (1,476) (562)
Other assets (569) 52
Accounts payable and accrued liabilities (778) (1,541)
Customer deposits and deferred maintenance revenue 687 351
Income taxes payable (617) 355
------- -------
Net cash provided by operating activities 1,117 1,079
------- -------
Cash flow from investing activities:
Purchases of investments (30) 0
Proceeds on sale of investments 30 254
Purchases of property and equipment (2,141) (597)
Proceeds from sale of property and equipment 0 7
Payments for acquisitions made, net of cash acquired (27) (9,466)
------- -------
Net cash used in investing activities (2,168) (9,802)
------- -------
Cash flow from financing activities:
Proceeds from the issuance of notes payable 145 293
Payments of notes payable (3,704) (3,466)
Due to affiliates 0 4,997
Net proceeds from the issuance of common stock 42,921 58,230
Payments made to stockholder of MMR&D 0 (35,062)
Dividends (20) (2,365)
------- -------
Net cash provided by financing activities 39,342 22,627
------- -------
Net change in cash and cash equivalents 38,291 13,904
------- -------
Cash and cash equivalents:
Beginning of period 6,725 2,877
------- -------
End of period $45,016 $16,781
======= =======
Non-cash dividends $58 $2,416
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 7
MEDICAL MANAGER CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Medical Manager Corporation ("MMC") was founded on July 10, 1996 to bring
together the research and development, sales, marketing and support resources
for The Medical Manager(R) software, a leading physician practice management
system for health care providers in the United States.
On February 4, 1997, MMC acquired (the "Mergers") simultaneously with
the closing of its initial public offering, five companies (the "Founding
Companies"): Medical Manager Research & Development, Inc. (formerly Personalized
Programing, Inc.) ("MMR&D"), Medical Manager Sales & Marketing, Inc. (formerly
Systems Plus, Inc.) ("MMS&M"), Medical Manager Southeast, Inc. (formerly
National Medical Systems, Inc.) ("MMSE"), Medical Manager Northeast, Inc.
(formerly RTI Business Systems, Inc.) ("MMNE") and Medical Manager Midwest, Inc.
(formerly Systems Management, Inc.) ("MMMW"). The Mergers were accounted for as
a combination of the Founding Companies at historical cost for accounting
purposes.
During the year ended December 31, 1997, MMC executed and closed agreements
to acquire 10 resellers (the "1997 Acquired Companies") of The Medical Manager
software. These acquisitions were accounted for using the pooling of interests
method of accounting. Also during the year ended December 31, 1997, the Company
executed and closed definitive agreements to acquire substantially all of the
assets or all of the outstanding equity securities of 12 resellers (the "1997
Purchased Companies") of The Medical Manager software. These acquisitions were
accounted for using the purchase method of accounting.
During the six months ended June 30, 1998, the Company executed and closed
agreements to acquire the following resellers of The Medical Manager software
(the "1998 Acquired Companies"): (i) Medical Practice Support Services, Inc.
("MPSS") based in Pittsburgh, Pennsylvania; (ii) Health Care Management
Solutions, Inc. d/b/a Healthcare Informatics, Inc. ("HCMS") based in
Springfield, Illinois; (iii) Strategic Systems, Inc. ("Strategic") based in
Denver, Colorado; (iv) Intelligent Concept, Ltd. (U.S.A.) ("IC") based in Los
Angeles, California; (v) Health-Tech Systems, Inc. ("Health-Tech") based in El
Paso, Texas; (vi) Healthcare Automation Associates, Inc. ("HAA") based in
Phoenix, Arizona; and (vii) Qualified Technology, Inc. ("Qualified") based in
Baton Rouge, Louisiana. The acquisitions of the 1998 Acquired Companies were
accounted for using the pooling of interests method of accounting. The
aggregate consideration paid for the 1998 Acquired Companies consisted of
192,010 shares of the Company's common stock par value $.01 per share (the
"Common Stock"). The 1997 Acquired Companies and the 1998 Acquired Companies
are referred to collectively as the Acquired Companies.
On April 4, 1998, the Company executed and closed an agreement to acquire
substantially all of the assets of Management Integrated Solutions ("MIS"), a
reseller of The Medical Manager software based in Houston, Texas. On June 25,
1998, the Company executed and closed an agreement to acquire The Medical
Manager assets of CSA Provider Services ("CSA"), a division of Blue Cross Blue
Shield of Arizona, Inc. based in Phoenix, Arizona. The acquisitions of MIS and
CSA (the "1998 Purchased Companies") were accounted for using the purchase
method of accounting. The aggregate consideration paid for the 1998 Purchased
Companies consisted of $54,000 cash and 21,445 shares of the Company's Common
Stock. The 1997 Purchased Companies and the 1998 Purchased Companies are
referred to collectively as the Purchased Companies.
MMC, the Founding Companies, the Acquired Companies, and the Purchased
Companies are referred to as the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying interim financial statements do
not include all disclosures included in the financial statements for the year
ended December 31, 1997 as included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (the "Form 10-K"), and therefore should be
read in conjunction with the financial statements included in the Form 10-K.
In the opinion of management, the interim financial statements filed as
part of this Quarterly Report on Form 10-Q reflect all adjustments, consisting
only of normal recurring accruals, necessary for a fair presentation of the
financial position and the results of operations and cash flows for the
interim periods presented.
6
<PAGE> 8
The accompanying consolidated financial statements reflect the results of
MMC, MMR&D and the Acquired Companies through February 4, 1997, the date of
MMC's acquisition of the Founding Companies. After February 4, 1997, the
historical financial statements reflect the results of MMC, the Founding
Companies and the Acquired Companies. The results of the Purchased Companies
are reflected as of their respective acquisition dates.
The pro forma consolidated results of operations for the six months ended
June 30, 1997 reflect the results of MMC, the Founding Companies and the
Acquired Companies from January 1, 1997, as though the Mergers had occurred on
January 1, 1997. The results of the Purchased Companies are reflected as of
their respective acquisition dates.
Revenue Recognition. Revenue from software licenses is recognized upon
sale and shipment. For the three and six months ended June 30, 1997, revenue
from the sale of systems was recognized when the system was installed and when
the related client training was completed, as established in Statement of
Position 91-1, Software Revenue Recognition. Beginning January 1, 1998, revenue
from the sale of systems is recognized in accordance with Statement of Position
97-2, Software Revenue Recognition ("SOP 97-2"). The effect of the adoption of
SOP 97-2 was not significant to the Company's results of operations for the
three or six months ended June 30, 1998. Amounts billed in advance of
recognized revenue are deferred. Revenue from support and maintenance contracts
is recognized as the services are performed ratably over the contract period,
which typically does not exceed one year. Revenue from other services is
recognized as the services are provided. Certain expenses are allocated between
the cost of revenue for systems and cost of revenue for maintenance and other
based upon revenue, which basis management believes to be reasonable.
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income". In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, effective for fiscal periods beginning after December 15,
1997. The new standard requires that comprehensive income, which includes net
income as well as certain changes in assets and liabilities recorded in common
equity, be reported in the financial statements. For the three and six month
periods ended June 30, 1998 and 1997, there were no components of comprehensive
income other than net income.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information". SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. This statement establishes standards for reporting
information about operating segments in annual financial statements and interim
information is required to be reported on the basis that it is used internally
for evaluating performance of and allocation of resources to operating
segments. The Company has not yet determined to what extent the standard will
impact its current practice of reporting operating segment information.
SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits". In February 1998, the Financial Accounting Standards
Board issued SFAS No. 132 which is effective for periods ending after December
15, 1998. The new standard revises employers' disclosures about pensions and
other postretirement benefits. For the three and six month periods ended June
30, 1998 and 1997, there was no impact on the Company's financial statements as
the Company does not have any postretirement benefits.
SFAS No. 133, "Accounting for Derivative Investments and Hedging
Activities". SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. The
Company does not maintain any derivative investments nor does it conduct any
hedging activities, therefore, there is no impact on the three or six month
periods ended June 30, 1998 and 1997.
Statement of Position (SOP) 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. In March 1998, the American
Institute of Certified Public Accountants issued SOP 98-1, which is effective
for financial statements for fiscal years beginning after December 15, 1998.
This SOP provides guidance on accounting for the costs of computer software
developed or obtained for internal use and provides guidance for determining
whether computer software is for internal use. The Company does not develop any
internal use software, therefore, management does not believe that there will
be any impact on the Company's financial statements.
7
<PAGE> 9
3. UNAUDITED PRO FORMA INCOME TAX INFORMATION
Prior to their acquisition, several of the companies (the "S
Corporations") acquired by the Company during the year ended December 31, 1997
and during the six months ended June 30, 1998 were S corporations and,
accordingly, the combined historical financial statements of the Company did
not reflect a provision for income taxes for the S Corporations, as income
taxes were the responsibility of the S Corporations' individual stockholders.
Effective upon their acquisition, the S Corporations terminated their S
corporation status. The following unaudited pro forma income tax information
(in thousands), based on historical information, is presented in accordance
with SFAS No. 109, Accounting for Income Taxes ("SFAS 109"), as if the S
Corporations had each been a C corporation subject to federal and state income
taxes throughout the periods presented.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------- --- -------
1998 1997
------------ ------------
<S> <C> <C>
Income before provision for income taxes..... $ 6,555 $ 3,850
Provision for income taxes................... (2,345) (1,455)
Pro forma net income......................... $ 4,210 $ 2,395
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------- --------------
1998 1997
------------ ---------
<S> <C> <C>
Income before provision for income taxes.. $ 12,102 $ 7,039
Provision for income taxes................ (4,466) (2,620)
Pro forma net income...................... $ 7,636 $ 4,419
</TABLE>
4. SUMMARY FINANCIAL DATA OF THE ACQUISITIONS
The acquisitions of the Acquired Companies discussed in Note 1 have been
accounted for using the pooling of interests method of accounting, and
accordingly, the consolidated financial statements for the periods presented
have been restated to include the Acquired Companies. The Acquired Companies
generated revenues of $1,404,000 for the period from April 1, 1998 through
their respective acquisition dates and revenues of $3,948,000 for the period
from January 1, 1998 through their respective acquisition dates. The Acquired
Companies generated revenues of $7,095,000 for the year ended December 31,
1997. Net income of the Acquired Companies was $324,000 for the period from
April 1, 1998 through their respective acquisitions dates and $610,000 for the
period from January 1, 1998 through their respective acquisition dates. The
Acquired Companies had a net loss of $819,000 for the year ended December 31,
1997. Changes in the Acquired Companies' stockholders' equity was $73,000 for
the period from April 1, 1998 through their respective acquisition dates and
$78,000 for the period from January 1, 1998 through their respective
acquisition dates. Changes in the Acquired Companies' stockholders' equity was
$106,000 for the year ended December 31, 1997.
8
<PAGE> 10
The acquisitions of the 1998 Purchased Companies discussed in Note 1 were
accounted for using the purchase method of accounting, and accordingly the
consolidated financial statements reflect the results of operations for the
1998 Purchased Companies only since their respective dates of acquisition. The
impact of the 1998 Purchased Companies on revenues, net income, and earnings per
share is not considered significant.
5. EARNINGS PER SHARE
Basic and diluted earnings per share for the three and six months
ended June 30, 1998 are calculated as set forth below (in thousands, except per
share data):
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998
------------- -------------
<S> <C> <C>
Net Income $4,210 $7,636
====== ======
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding 21,083 20,543
====== ======
Basic earnings per share $0.20 $0.37
====== ======
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding 21,083 20,543
Common equivalent shares:
Stock options 978 939
------ ------
Diluted shares 22,061 21,482
====== ======
Diluted earnings per share $0.19 $0.36
====== ======
</TABLE>
6. COMMITMENTS AND CONTINGENCIES
On June 17, 1998, a lawsuit was served against the Company alleging
Year 2000 issues regarding The Medical Manager software in versions prior to
Version 9.0. The lawsuit, captioned Robert Courtney, D.O. v. Medical Manager
Corporation, filed in the Superior Court of New Jersey, Atlantic County, and
removed to the Federal Court for the District of New Jersey, seeks compensatory
damages and equitable and injunctive relief. The plaintiff purports to sue on
behalf of himself and others similarly situated. The Company believes that this
lawsuit is without merit and intends to vigorously defend against the suit. No
loss provision has been reflected in the accompanying consolidated financial
statements.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and related notes thereto appearing elsewhere in this filing.
OVERVIEW
This filing contains forward-looking statements within the meaning of the
Private Litigation Reform Act of 1995 (the "Reform Act"). All statements
contained in this filing, other than statements of historical fact, may be
considered forward-looking statements. Such statements are based on current
plans and expectations of the Company and involve risks and uncertainties that
could cause future activities and actual results of operations to be materially
different from those set forth in the forward-looking statements. The Company's
actual results may differ due to factors including, among others, risks
associated with acquisitions, fluctuations in operating results because of
acquisitions, uncertainties relating to the ongoing development of the
Company's software and the Year 2000 issue, variations in stock prices, changes
in government regulations, competition, risks of operations and growth and
integration of newly acquired businesses. Forward-looking information provided
by the Company under the Reform Act should be evaluated in the context of the
foregoing factors and the other information included in this filing and other
filings made by the Company with the Securities and Exchange Commission. The
Company expressly disclaims any intent or obligation to update these forward
looking statements.
On February 4, 1997, Medical Manager Corporation ("MMC") acquired (the
"Mergers") simultaneously with the closing of its initial public offering of
Common Stock (the "IPO") five companies (the "Founding Companies"): Medical
Manager Research & Development, Inc. (formerly Personalized Programming, Inc.)
("MMR&D"), Medical Manager Sales & Marketing, Inc. (formerly Systems Plus,
Inc.) ("MMS&M"), Medical Manager Southeast, Inc. (formerly National Medical
Systems, Inc.) ("MMSE"), Medical Manager Northeast, Inc. (formerly RTI Business
Systems, Inc.) ("MMNE") and Medical Manager Midwest, Inc. (formerly Systems
Management, Inc.) ("MMMW").
Subsequent to the IPO, MMC and the Founding Companies executed and closed
agreements to acquire seventeen resellers of The Medical Manager software (the
"Acquired Companies"). The acquisitions of the Acquired Companies were
accounted for using the pooling of interests method of accounting.
Also subsequent to the IPO, MMC and the Founding Companies executed and
closed definitive agreements to acquire substantially all of the assets or all
of the outstanding equity securities of fourteen resellers of The Medical
Manager software (the "Purchased Companies"). All of the acquisitions of the
Purchased Companies were accounted for using the purchase method of accounting.
10
<PAGE> 12
MMC, the Founding Companies, the Acquired Companies and the Purchased
Companies are referred to collectively as the Company.
UNAUDITED CONSOLIDATED RESULTS OF OPERATIONS
The financial information referenced below includes MMC, MMR&D and the
Acquired Companies through February 4, 1997, the date of MMC's merger with the
Founding Companies, after which the financial information referenced below
reflects the results of MMC, MMR&D, the Acquired Companies, and the Founding
Companies other than MMR&D (the "Other Founding Companies"). The results of the
Purchased Companies are reflected subsequent to their respective acquisition
dates.
REVENUES
The following table reflects actual revenues for the Company's primary
business lines:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30,
-------------------
1998 1997
------- -------
(in millions)
<S> <C> <C>
Systems...................................... $ 19.6 $ 12.8
Maintenance and other........................ 11.0 8.0
------- -------
Total.............................. $ 30.6 $ 20.8
======= =======
Systems percentage of total.................. 64.1% 61.5%
Maintenance and other percentage of total.... 35.9% 38.5%
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-------------------
1998 1997
------- -------
(in millions)
<S> <C> <C>
Systems...................................... $ 38.0 $ 23.0
Maintenance and other........................ 20.8 15.0
------- -------
Total.............................. $ 58.8 $ 38.0
======= =======
Systems percentage of total.................. 64.6% 60.5%
Maintenance and other percentage of total.... 35.4% 39.5%
</TABLE>
The increase in systems revenue for the three and six months ended June
30, 1998 was due to the growth of the Company as a whole, the inclusion of the
Purchased Companies from their respective acquisition dates, and the inclusion
of the Other Founding Companies beginning on February 5, 1997. An increase in
systems sales volume, combined with an increase in the size of individual
systems projects, were contributing factors in the Company's systems revenue
growth. In addition, overall revenue increased because of the Company's
continued success in marketing to smaller physician groups and sole
practitioners, securing more management service organization
11
<PAGE> 13
("MSO") and large independent practice associations ("IPA") contracts, and
through acquisitions. This success was the result of marketing to new clients,
the continued development of existing clients, and the introduction of new
services and products. Additionally, average overall revenue per client
increased primarily because of the Company's continued success in marketing to
MSO's, IPA's and other larger local clients. The Company's Enterprise Business
Group, which specifically targets national/regional clients, recently obtained
contracts from which $2.2 million of revenue was recognized in the six months
ended June 30, 1998. In addition, the Purchased Companies were reflected in the
financial statements subsequent to their respective dates of acquisition, none
of which occurred during the six months ended June 30, 1997. The Purchased
Companies include Companion Technologies of Florida, Inc. and Companion
Technologies of Texas, both purchased on December 31, 1997, which together
contributed $1.7 of system revenues for the three months ended June 30, 1998
and $3.3 of system revenues for the six months ended June 30, 1998.
The increase in maintenance and other revenue in the three and six months
ended June 30, 1998 was also due to the growth of the Company as a whole, the
inclusion of the Other Founding Companies, and the inclusion of the Purchased
Companies. The Purchased Companies were reflected in the financial statements
subsequent to their respective dates of acquisition, none of which occurred
during the six months ended June 30, 1997. For the three months ended June 30,
1998, Companion Technologies of Florida, Inc. and Companion Technologies of
Texas, both purchased on December 31, 1997, together contributed $0.8 million
of maintenance and other revenue. For the six months ended June 30, 1998,
Companion Technologies of Florida, Inc. and Companion Technologies of Texas
together contributed $1.6 million of maintenance and other revenue. Also, in
the three and six months ended June 30, 1998, the Company earned approximately
$0.3 million and $0.7 million, respectively, in maintenance and other revenue
related to national electronic data interchange ("EDI") agreements. The Company
obtains a maintenance contract for a minimum of one year with most new systems
installed. Therefore, a portion of the Company's maintenance and other revenue
is recognized later than billed. Unearned maintenance and other revenue as of
June 30, 1998 was $4.0 million and will be recognized in future quarters. The
balance of unearned revenues on the accompanying balance sheet represents
customer deposits on systems implementation projects. Revenue on these projects
will be recognized in future periods as the implementation of the system is
completed.
12
<PAGE> 14
COSTS OF REVENUES, OPERATING EXPENSES, NON-OPERATING ITEMS AND INCOME TAXES
The following table reflects actual operating expenses for the
Company's primary business lines:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30,
--------------
1998 1997
------- -------
(in millions)
<S> <C> <C>
Cost of systems revenue ......................... $ 8.9 $ 5.2
Cost of maintenance and other revenue ........... 6.1 4.6
------- -------
Total cost of revenue.................. 15.0 9.8
Selling, general, and administrative............. 7.6 6.2
Research and development......................... 1.1 0.8
Depreciation and amortization.................... 0.8 0.3
Systems gross profit percentage.................. 54.8% 59.3%
Maintenance and other gross profit percentage.... 44.8 42.6
Total gross profit percentage.......... 51.2 52.9
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
--------------
1998 1997
------- -------
(in millions)
<S> <C> <C>
Cost of systems revenue ......................... $ 17.7 $ 9.7
Cost of maintenance and other revenue ........... 11.4 8.5
------- -------
Total cost of revenue.................. 29.1 18.2
Selling, general, and administrative............. 14.3 10.8
Research and development......................... 2.2 1.6
Depreciation and amortization.................... 1.5 0.6
Systems gross profit percentage................. 53.5% 57.9%
Maintenance and other gross profit percentage.... 45.2 43.4
Total gross profit percentage.......... 50.5 52.2
</TABLE>
The increase in systems cost of revenue and maintenance and other cost of
revenue for the three and six months ended June 30, 1998 was due to the growth
of systems revenue from the Company as a whole and the inclusion of the
Purchased Companies after their respective acquisition dates. Companion
Technologies of Florida, Inc. and Companion Technologies of Texas together
contributed $1.4 million of systems cost of revenue and $0.5 million of
maintenance and other cost of revenue for the three months ended June 30, 1998.
For the six months ended June 30, 1998, Companion Technologies of Florida, Inc.
and Companion Technologies of Texas together contributed $2.4 million of systems
cost of revenue and $0.8 million of maintenance and other cost of revenue.
13
<PAGE> 15
Systems gross profit percentage has decreased as a result of changes in the
sales mix of the Company. The Company has grown primarily from sales to
end-users. These revenues produce less gross profit than revenues from
licensing, which accounted for a smaller percentage of total systems revenue in
the three months ended June 30, 1998 than for the three months ended June 30,
1997. Additionally, the Company recognizes license revenues to independent
dealers and as the Company acquires these independent dealers, such revenues
decline. Lastly, Companion Technologies of Florida, Inc. and Companion
Technologies of Texas, included in the three and six months ended June 30, 1998
but not in the three and six months ended June 30, 1997, produced systems gross
profit at a rate less than the Company produced in the three and six months
ended June 30, 1997. Maintenance and other gross profit percentage increased as
a result of the allocation of costs to a larger basis of revenue and due to
Companion Technologies of Florida, Inc. and Companion Technologies of Texas
contributing maintenance and other gross profit at a rate greater than the
Company contributed in the six months ended June 30, 1997.
For the three months ended June 30, 1998, the increase in selling, general
and administrative expenses was attributable to the growth of the Company as a
whole, the inclusion of the Other Founding Companies, and the inclusion of the
Purchased Companies from their respective dates of acquisition. As a percent of
total revenue for the three months ended June 30, 1998, selling, general, and
administrative expenses decreased to 24.8% from 29.7% for the three months
ended June 30, 1997 due to the Company benefitting from certain efficiencies.
The increase in research and development expenses of $.3 million in the
three months ended June 30, 1998 and $0.4 million in the six months ended June
30, 1998 resulted from investments in new research and development projects
focusing on (i) graphical user interface and relational database technologies
for use in future versions of The Medical Manager software; (ii) significant
enhancements in the development of the MSO Enterprise Manager modules; (iii)
enhancements of an electronic medical records module; and (iv) EDI modules for
focusing on pharmaceutical formularies and laboratories.
Depreciation and amortization expense for the three and six months ended
June 30, 1998 increased as a result of the acquisition of the Purchased
Companies and the inclusion of the Other Founding Companies. The Purchased
Companies were reflected in the financial statements subsequent to their
respective dates of acquisition, none of which occurred during the six months
ended June 30, 1997. Thus, depreciation on the assets acquired and amortization
expense on the goodwill recorded in connection with the Purchased Companies was
reflected in the three and six months ended June 30, 1998, while no
depreciation expense or amortization expense for the Purchased Companies was
reflected in the three and six months ended June 30, 1997. The Other Founding
Companies had goodwill from acquisitions prior to the Mergers, contributing
approximately $250,000 in amortization expense in the six months ended June 30,
1998. This goodwill is being amortized over twenty years subsequent to the
acquisition date.
14
<PAGE> 16
Interest income consisted primarily of interest revenues earned from the
investment of the proceeds from the IPO and the Company's second underwritten
public offering, which occurred in April 1998 ("Second Offering") of Common
Stock. Interest expense is from notes issued and assumed in connection with the
Mergers and the acquisitions of the Acquired Companies and the Purchased
Companies.
For the three months ended June 30, 1998, the existence of tax exempt
interest income and certain other items resulted in an effective tax rate of
35.8%. For the three months ended June 30, 1997, income taxes were provided
considering the S corporation status of various acquired entities and the
one-time nonrecurring benefit from the termination of S corporation elections
and the corresponding required adoption of SFAS 109 resulting in an effective
tax rate of 40.9%.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
The pro forma consolidated statement of operations presents the Company as
if the Mergers occurred on January 1, 1997. For the thirty-five day period
ended February 4, 1997, the date the Mergers were consummated, the Other
Founding Companies added $3.1 million in revenue, $1.4 million of gross profit,
and $0.5 million of net loss.
Certain transactions included in the statements of operations for the
Other Founding Companies for the thirty five day period ended February 4, 1997
have been eliminated including the elimination of restructuring charges taken
in connection with the IPO and the reduction in compensation paid to certain
stockholders of the Founding Companies. In addition, certain adjustments were
made to the pro forma statement of operations to reflect expenses which would
have been incurred by the Company had the Mergers occurred on January 1, 1997.
As a result, for the six months ended June 30, 1997, the Company's pro
forma revenue was $41.1 million, total pro forma gross margin was $21.2
million, and pro forma net income was $4.8 million. Although pro forma revenues
and gross profits increased from actual results, pro forma net income decreased
$0.1 million.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain selected statements of cash flow
information for the periods presented:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
------------------
1998 1997
------ ------
(in millions)
<S> <C> <C>
Net cash provided by operations $ 1.1 $ 1.1
Net cash used in investing activities (2.2) (9.8)
Net cash provided by financing activities 39.3 22.6
Net increase in cash and cash equivalents 38.3 13.9
</TABLE>
15
<PAGE> 17
Substantially all of the cash provided by operating activities for the six
months ended June 30, 1998 resulted from net income, reduced by an increase in
accounts receivable of $4.8 million and an increase in prepaid expenses and
other current assets of $1.5 million. The increase in accounts receivable was
due to the growth in the volume of sales, coupled with an increase in the
percentage of sales made to end-users, which have an extended period of
collection as compared to sales to dealers. The increase in prepaid expenses
and other current assets was primarily due to a prepaid deposit on federal
income taxes of approximately $0.5 million.
The Company purchased $0.6 million of software and equipment in the six
months ended June 30, 1998 to help the Company more efficiently provide support
to its customers. The Company also purchased certain furniture, fixtures, and
computer equipment related to the consolidation of facilities acquired through
acquisition. Investing activities also included the purchase of fixed assets in
the ordinary course of business. Lastly, for the six months ended June 30,
1997, amounts paid, net of cash acquired, for the Other Founding Companies was
$9.5 million.
Cash flows from financing activities, for the six months ended June 30,
1998, included the net proceeds of approximately $42.3 million from the Second
Offering. For the six months ended June 30, 1997, cash flows from financing
activities included cash flows from the IPO, payments of debt acquired from the
Founding Companies and payments of dividends by MMR&D in 1997 prior to the IPO.
On February 4, 1997, the Company completed the IPO of 6,000,000 shares of
Common Stock, resulting in net proceeds of approximately $58.2 million.
Approximately $46.9 million of the net proceeds were used to pay the cash
portion of the purchase price for the Founding Companies, including $35.0
million paid to the sole stockholder of MMR&D. Lastly, cash dividends paid by
MMR&D and the Acquired Companies prior to the IPO and their respective purchase
dates totaled $2.4 million.
The Company entered into a $10 million credit line with Barnett Bank of
Tampa and executed the credit line agreement on January 14, 1998. The agreement
contains customary events of default and a number of customary covenants
including certain financial ratios and restrictions on dividends.
The Company's cash and cash equivalents were $45.0 million at June 30,
1998. For purposes of the statement of cash flows, the Company considers all
highly liquid investments with maturity dates of three months or less when
purchased to be cash equivalents. These cash equivalents were predominately in
U.S. dollar domestic tax-free municipal instruments.
The Company believes the net proceeds from the sale of the Common Stock in
the Second Offering, together with existing cash and cash equivalents and
future funds generated from operations and funds available under its $10
million credit line, will provide adequate cash to fund its anticipated cash
needs at least through the next twelve months. The Company's cash and cash
equivalents are also available for strategic investment opportunities or other
potential cash needs that may arise in the pursuit of the Company's long-term
business strategy.
16
<PAGE> 18
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code in
existing computer systems as the next millennium ("Year 2000") approaches. The
Year 2000 issue relates to whether computer systems will properly recognize and
process information relating to dates in and after the year 2000. These systems
could fail or produce erroneous results if they cannot adequately process dates
beyond the year 1999 and are not corrected. Significant uncertainty exists in
the software industry concerning the potential consequences that may result
from the failure of software to adequately address the Year 2000 issue.
The Year 2000 issue creates risk for the Company from unforeseen problems
in its own computer systems and from third parties with which the Company deals
nationwide. The Company has reviewed software and hardware used internally by
the Company in its support systems to determine whether such software and
hardware is Year 2000 compliant. In addition, the Company has commenced a
survey of parties with which it conducts a material amount of business to
determine the status of their Year 2000 compliance programs. The Company's
objective is to develop solutions to any material date-related deficiencies
believed to be present in its computer systems and systems of its major
business partners, as identified in the survey. The Company intends to
implement and test these solutions prior to any anticipated impact of the Year
2000 issue on its systems. Any new software, hardware, or support systems
implemented in the future will be Year 2000 compliant or will have updates or
upgrades or replacements available before the Year 2000 to enable the system to
be Year 2000 compliant. Because the Company is currently assessing the expense
and related potential effect of Year 2000 compliance on the Company's results
of operations, financial condition and business, it cannot provide any
assurance that the effect will not be material.
The Year 2000 issue also creates risk for the Company from problems that
may be experienced by customers of its software. While the Company believes
that Version 9 of The Medical Manager practice management system, which was
commercially released in November 1997, is Year 2000 compliant, prior versions
of the system are not. The Company has encouraged users of pre-Version 9
versions of The Medical Manager software to upgrade to Version 9 in order to
become Year 2000 compliant. If these or other customers experience significant
difficulties as a result of the Year 2000 issue, or if the Company encounters
difficulties in responding in a timely manner to customer requests to upgrade
to Version 9, there could be a material adverse impact on the Company's results
of operations, financial condition or business.
A lawsuit has been brought against the Company alleging Year 2000 issues
regarding The Medical Manager software in versions prior to Version 9.0. The
Company believes that this lawsuit is without merit and intends to vigorously
defend against the suit. See Part II, Item 1, "Legal Proceedings."
17
<PAGE> 19
NEW ACCOUNTING PRONOUNCEMENTS
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, is effective for fiscal years beginning after December 15, 1997.
This Statement establishes standards for reporting information about operating
segments in annual financial statements and interim financial reports issued to
shareholders. Generally, certain financial information is required to be
reported on the basis that is used internally for evaluating performance of and
allocation of resources to operating segments. The Company has not yet
determined to what extent the standard will impact its current practice of
reporting operating segment information.
SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits". In February 1998, the Financial Accounting Standards
Board issued SFAS No. 132 which is effective for periods ending after December
15, 1998. The new standard revises employers' disclosures about pensions and
other postretirement benefits. For the three and six month periods ended June
30, 1998 and 1997, there was no impact on the Company's financial statements as
the Company does not have any postretirement benefits.
SFAS No. 133, "Accounting for Derivative Investments and Hedging
Activities". SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. The
Company does not maintain any derivative investments nor does it conduct any
hedging activities, therefore, there is no impact on the three or six month
periods ended June 30, 1998 and 1997.
Statement of Position (SOP) 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. In March 1998, the American
Institute of Certified Public Accountants issued SOP 98-1, which is effective
for financial statements for fiscal years beginning after December 15, 1998.
This SOP provides guidance on accounting for the costs of computer software
developed or obtained for internal use and provides guidance for determining
whether computer software is for internal use. The Company does not develop any
internal use software, therefore, management does not believe that there will
be any impact on the Company's financial statements.
18
<PAGE> 20
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 17, 1998, a lawsuit was served against the Company alleging Year
2000 issues regarding The Medical Manager software versions prior to Version
9.0. The lawsuit, captioned Robert Courtney, D.O. v. Medical Manager
Corporation, filed in the Superior Court of New Jersey, Atlantic County, and
removed to the Federal Court for the District of New Jersey, seeks compensatory
damages and equitable and injunctive relief. The plaintiff purports to sue on
behalf of himself and others similarly situated. The Company believes that this
lawsuit is without merit and intends to vigorously defend against the suit.
The Company is not presently involved in any other material pending legal
proceedings, other than ordinary routine litigation incidental to the conduct
of its business.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the six months ended June 30, 1998, the Company acquired MPSS, HCMS
and Strategic, each a reseller of The Medical Manager software. The
consideration paid by the Company in connection with these acquisitions
consisted of 19,717 shares of Common Stock for MPSS, issued February 20, 1998,
80,632 shares of Common Stock for HCMS, issued February 27, 1998, and 30,160
shares of Common Stock for Strategic, issued February 28, 1998. All of the
shares of Common Stock issued in connection with these acquisitions were issued
in transactions exempt from the registration requirements of the Securities Act
of 1933, as amended, pursuant to Section 4(2) thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on June 9, 1998, and
the following proposals were approved at that meeting:
1. The re-election of Richard W. Mehrlich, Raymond Kurzweil and Chris A.
Peifer to serve on the Company's Board of Directors until the 2001 Annual
Meeting of Stockholders or until the election and qualification of their
respective successors. The terms of Michael A. Singer, John H. Kang, Frederick
B. Karl and Courtney Jones also continued after the meeting.;
2. The amendment of the Company's 1996 Long-Term Incentive Plan to
increase from 10% to 12% the percentage of the Company's issued and outstanding
shares of Common Stock for which options may be granted from time to time; and
19
<PAGE> 21
3. The ratification of the selection of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the fiscal year ending December 31, 1998.
The results of the voting of these proposals were as follows:
<TABLE>
<CAPTION>
WITHHELD/
FOR AGAINST ABSTAIN BROKER NON-VOTE
----------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
1. Election of Directors 19,059,599 --- 91,231 2,331,865
Richard W. Mehrlich 19,059,599 --- 91,231 2,331,865
Raymond Kurweil 19,075,139 --- 75,691 2,331,865
Chris A. Peifer 19,075,139 --- 75,691 2,331,865
2. Amendment of 1996 Long-
Term Incentive Plan 18,307,990 828,519 14,321 2,331,865
3. Ratification of Coopers &
Lybrand L.L.P. as auditors 19,133,823 10,389 6,618 2,331,865
</TABLE>
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Computation of Basic and Diluted Earnings Per Share for the
Three and Six Months Ended June 30, 1998
11.2 Computation of Basic and Diluted Earnings Per Share for the
Three and Six Months Ended June 30, 1997
11.3 Computation of Pro Forma Basic and Diluted Earnings Per Share
for the Six Months Ended June 30, 1997
27. Financial Data Schedule (filed only electronically with
the SEC)
(b) Reports on Form 8-K
20
<PAGE> 22
A Current Report on Form 8-K was filed with the Securities and Exchange
Commission on April 27, 1998, to disclose the press release issued by the
Company related to the Company's unaudited operating results for the quarter
ended March 31, 1998.
21
<PAGE> 23
SIGNATURES
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 thereunto duly authorized.
MEDICAL MANAGER CORPORATION
By: /s/ Lee A. Robbins
---------------------------
Lee A. Robbins
Vice President and
Chief Financial Officer
Date: August 6, 1998
22
<PAGE> 24
EXHIBIT INDEX
Number Description of Exhibits
- ------ -----------------------
11.1 Computation of Basic and Diluted Earnings
Per Share for the Three and Six Months Ended
June 30, 1998
11.2 Computation of Basic and Diluted Earnings
Per Share for the Three and Six Months Ended
June 30, 1997
11.3 Computation of Pro Forma Basic and Diluted
Earnings Per Share for the Six Months
Ended June, 1997
27 Financial Data Schedule (filed only electronically
with the SEC)
<PAGE> 1
Exhibit 11.1
MEDICAL MANAGER CORPORATION
BASIC AND DILUTED EARNINGS PER SHARE
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1998 JUNE 30, 1998
------------- -------------
<S> <C> <C>
Net Income $4,210 $7,636
====== ======
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding 21,083 20,543
====== ======
Basic earnings per share $0.20 $0.37
====== ======
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding 21,083 20,543
Common equivalent shares:
Stock options 978 939
------ ------
Diluted shares 22,061 21,482
====== ======
Diluted earnings per share $0.19 $0.36
====== ======
</TABLE>
<PAGE> 1
Exhibit 11.2
MEDICAL MANAGER CORPORATION
BASIC AND DILUTED EARNINGS PER SHARE
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1997 JUNE 30, 1998
------------- ------------
<S> <C> <C>
Net Income $2,276 $4,887
====== ======
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding 19,542 19,542
====== ======
Basic earnings per share $0.12 $0.25
====== ======
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding 19,542 19,542
Common equivalent shares:
Stock options 27 26
------ ------
Diluted shares 19,569 19,568
====== ======
Diluted earnings per share $0.12 $0.25
====== ======
</TABLE>
<PAGE> 1
Exhibit 11.3
MEDICAL MANAGER CORPORATION
PRO FORMA
BASIC AND DILUTED EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
SIX MONTHS
ENDED
JUNE 30, 1997
-------------
<S> <C>
Net Income $4,758
======
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding 19,542
======
Basic earnings per share $0.24
======
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding 19,542
Common equivalent shares:
Stock options 26
------
Diluted shares 19,568
======
Diluted earnings per share $0.24
======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 45,016
<SECURITIES> 0
<RECEIVABLES> 21,199
<ALLOWANCES> 0
<INVENTORY> 2,503
<CURRENT-ASSETS> 73,578
<PP&E> 6,487
<DEPRECIATION> 0
<TOTAL-ASSETS> 105,904
<CURRENT-LIABILITIES> 17,540
<BONDS> 0
0
0
<COMMON> 216
<OTHER-SE> 86,020
<TOTAL-LIABILITY-AND-EQUITY> 105,904
<SALES> 37,967
<TOTAL-REVENUES> 58,816
<CGS> 17,670
<TOTAL-COSTS> 29,091
<OTHER-EXPENSES> 17,950
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 122
<INCOME-PRETAX> 12,102
<INCOME-TAX> 4,466
<INCOME-CONTINUING> 7,636
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,636
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
