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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): July 23, 1996
ENVOY CORPORATION
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(Exact name of registrant as specified in its charter)
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Tennessee 0-25062 62-1575729
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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15 Century Boulevard, Suite 600, Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 885-3700
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On July 23, 1996, ENVOY Corporation (the "Company") announced results for
the second quarter ended June 30, 1996. A copy of the press release is attached
as Exhibit 99.1 and is incorporated by reference herein.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
99.1 Press Release
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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 hereunto duly authorized.
ENVOY CORPORATION
Date: July 23, 1996 By: /s/ Kevin M. McNamara
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Kevin M. McNamara
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Sequential
No. Exhibit Page
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99.1 Press Release 6
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EXHIBIT 99.1
ENVOY CORPORATION REPORTS SECOND QUARTER EARNINGS
Nashville, Tennessee (July 23, 1996) - ENVOY Corporation (Nasdaq/NM:ENVY) today
announced results for the second quarter ended June 30, 1996.
Revenues for the second quarter ended June 30, 1996 were $19,590,000 compared to
$6,155,000 for the same quarter last year. For the six month period ended June
30, 1996 revenues were $29,920,000 compared to $13,078,000. During the first
quarter of 1996, the company closed two acquisitions, National Electronic
Information Corporation ("NEIC") and Teleclaims, Inc. ("Teleclaims"). The
second quarter was the first reporting period in which the acquisitions have
been included in the company's consolidated results for the full quarter. On a
comparable reporting basis, second quarter and six month revenues increased over
the prior year period 27% and 24%, respectively.
Transaction volume for the second quarter was 148.3 million. For comparison
purposes, had the acquisitions of NEIC and Teleclaims occurred as of the first
day of the comparable quarter in 1995, transaction volume in the 1995 period
would have been 110.4 million.
Earnings before interest, taxes, depreciation and amortization, merger and
facility integration costs and EMC losses were $4,936,000 in the second quarter
compared to $538,000 last year. For the six months, earnings before interest,
taxes, depreciation and amortization were $6,966,000 compared to $1,066,000
last year.
Loss from continuing operations for the second quarter was $1,417,000 or $0.12
per share compared to a loss of $170,000 or $0.02 per share last year. The
second quarter loss includes $4,418,000 of facility integration costs and
amortization of intangibles related to the NEIC and Teleclaims acquisitions.
The company has decided to make a change in accounting principle in connection
with the accounting of the NEIC and Teleclaims acquisitions to conform with a
recently promulgated consensus of the FASB Emerging Issues Task Force position
on the write-off of in-process technology and deferred taxes. This application
is reflected in the Statement of Operations as a cumulative effect type
accounting change in the Company's financial statements for the six month period
ended June 30, 1996. The effect of the accounting principle change reflected
as a restatement of the first quarter of 1996 increased the loss from
continuing operations and net loss by $11.7 million or $1.00 per share for the
six month period with a corresponding decrease in goodwill.
Loss from continuing operations for the six month period was $35,327,000 or
$3.05 per share compared to a loss of $437,000 or $0.04 per share last year.
After giving consideration to the accounting change, six months results include
merger and facility integration costs (including the $30,700,000 charge for the
write-off of acquired in-process technology) of $32,866,000 or $2.84 per share.
Amortization of intangibles related to the NEIC and Teleclaims acquisitions was
$5,251,000 for the six month period.
ENVOY Corporation provides a variety of electronic processing services primarily
to the health care markets, including pharmacies, physicians, dentists and third
party payors.
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ENVOY Reports Second Quarter Results
Page 2
July 23, 1996
ENVOY CORPORATION
Financial Highlights
(Unaudited)
(in thousands, except per share data)
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Three Months Ended Six Months Ended
June 30, June 30,
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1995 1996 1995 1996
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REVENUES $ 8,155 $19,590 $13,078 $28,920
OPERATING COSTS AND EXPENSES:
COSTS OF REVENUES 3,548 9,748 7,817 15,051
SELLING GENERAL AND ADMINISTRATIVE 2,069 4,906 4,195 7,903
DEPRECIATION AND AMORTIZATION 672 5,315 1,132 7,370
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LOSS FROM OPERATIONS BEFORE MERGER AND
FACILITY INTEGRATION COSTS AND EMC LOSSES (34) (379) (66) (404)
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MERGER AND FACILITY INTEGRATION COSTS 0 282 - 32,866
EMC LOSSES 105 540
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LOSS FROM OPERATIONS BEFORE INTEREST, TAXES AND
LOSS IN INVESTEE (34) (766) (66) (33,810)
INTEREST, NET 6 1,061 (4) 1,457
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LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND LOSS IN INVESTEE (40) (1,827) (62) (35,277)
INCOME TAX (BENEFIT) PROVISION 30 (410) - 50
LOSS IN INVESTEE 100 - 376 -
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LOSS FROM CONTINUING OPERATIONS (170) (1,417) (437) (35,327)
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DISCONTINUED OPERATIONS:
LOSS FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES (2,443) - (2,274) -
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LOSS FROM DISCONTINUED OPERATIONS (2,443) - (2,274) -
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NET LOSS $(2,613) $(1,417) $(2,711) $(35,327)
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LOSS PER COMMON SHARE:
CONTINUING OPERATIONS $ (0.02) $ (0.12) $ (0.04) $ (3.05)
DISCONTINUED OPERATIONS (0.22) - (0.21) -
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NET LOSS PER COMMON SHARE $ (0.24) $ (0.12) $ (0.26) $ (3.05)
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WEIGHTED AVERAGE SHARES AS REPORTED: 11,025 11,720 11,025 11,568
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