<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
REGISTRATION NO. 333-08639
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HCIA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
MARYLAND 7389 52-1407998
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
300 EAST LOMBARD STREET
BALTIMORE, MARYLAND 21202
(410) 895-7470
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES A. BERARDESCO, ESQUIRE
VICE PRESIDENT AND GENERAL COUNSEL
HCIA INC.
300 EAST LOMBARD STREET
BALTIMORE, MARYLAND 21202
(410) 895-7470
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
FRANK S. JONES, JR., ESQUIRE NORMAN D. SLONAKER, ESQUIRE
D. SCOTT FREED, ESQUIRE BROWN & WOOD LLP
WHITEFORD, TAYLOR & PRESTON L.L.P. ONE WORLD TRADE CENTER
SEVEN SAINT PAUL STREET NEW YORK, NEW YORK 10048-0557
BALTIMORE, MARYLAND 21202 (212) 839-5300
(410) 347-8707
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 26, 1996
PROSPECTUS
2,216,696 Shares
(HCIA logo appears here)
Common Stock
Of the 2,216,696 shares of common stock, par value $.01 per share (the
"Common Stock"), of HCIA Inc. ("HCIA" or the "Company") offered hereby (the
"Offering"), 2,000,000 shares are being sold by the Company and 216,696 are
being sold by certain stockholders of the Company (the "Selling Stockholders").
See "Principal and Selling Stockholders." The Company will not receive any of
the proceeds from the sale of the shares of Common Stock being sold by the
Selling Stockholders.
The Common Stock of the Company is traded on the Nasdaq National Market
("NASDAQ") under the symbol "HCIA." On July 23, 1996, the last reported sales
price for the Company's Common Stock on NASDAQ was $61 1/4 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR CERTAIN
INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
[CAPTION]
<TABLE>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per Share............ $ $ $ $
Total(3)............. $ $ $ $
</TABLE>
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company estimated
at $500,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
an aggregate of 332,505 additional shares of Common Stock at the initial
public offering price per share, less the underwriting discount, solely to
cover over-allotments, if any. If the over-allotment option is exercised in
full, the total Price to Public, Underwriting Discount and Proceeds to
Company will be $ , $ and $ , respectively. See
"Underwriting."
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York, on or
about , 1996.
Merrill Lynch & Co.
Alex. Brown & Sons
Incorporated
Hambrecht & Quist
Montgomery Securities
Robertson, Stephens & Company
The date of this Prospectus is , 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON
STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."
"HCIA" IS A REGISTERED TRADEMARK OF HCIA INC. THIS PROSPECTUS ALSO INCLUDES
PRODUCT NAMES AND OTHER TRADEMARKS OF HCIA AND OTHER COMPANIES.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE NOTED OR UNLESS THE
CONTEXT OTHERWISE REQUIRES, THE INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES
NO EXERCISE OF THE OVER-ALLOTMENT OPTION GRANTED BY THE COMPANY TO THE
UNDERWRITERS.
THE COMPANY
HCIA is a leading health care information content company that develops and
markets integrated clinical information systems and products. The Company's
systems and products range from standardized data bases to highly focused
Decision Support Systems that assist its customers in evaluating the efficacy
and economics of health care delivery. HCIA currently sells its Decision Support
Systems to more than 325 customers, including hospitals, integrated delivery
systems, self-insured employers, pharmaceutical companies and managed care
organizations. The Company's Syndicated Products are sold to more than 7,000
customers.
By utilizing its core collection of proprietary data standardization
methodologies, value-added clinical measurement tools and data bases, including
the International Classification of Clinical Services SystemTM (the "ICCS
SystemTM"), the Company creates clinical information systems and products from
its many large and disparate data streams. The ICCS SystemTM allows for the
standardization and comparison of detailed clinical data across a broad range of
data sources. The Company's proprietary disease management methodologies link
the costs, quality, utilization and outcomes of medical services delivered to
patients in various clinical settings. These methodologies and technical
resources permit the Company to provide a level of clinical information that is
substantially more detailed and useful in modifying clinical practice patterns
than information derived from traditional health care data sources.
As a result of its unique ability to integrate health care data collected
from numerous sources and across varied treatment settings, the Company believes
that it is well positioned to offer the information systems and products
necessary to continue to increase average revenue per customer through the sale
of more sophisticated and comprehensive Decision Support Systems. The Company
continually seeks to enhance its systems and products through internal product
development efforts and acquisitions of other companies, product lines and data
resources, as well as through the creation of strategic relationships with key
health care industry participants. Since 1991 the Company has acquired, as part
of its overall growth strategy, a total of 14 health care information companies,
product lines and data resources. The Company has also entered into an agreement
to acquire LBA Health Care Management, Inc. ("LBA"), a provider of sophisticated
health care information products. See "Business -- Recent Developments."
The Company utilizes a highly specialized direct field sales force to
market Decision Support Systems. The Company's marketing and pricing strategies
are focused on the generation of recurring revenue from Decision Support Systems
through multi-year agreements (typically two to three years) and through the
renewal of its Syndicated Products, which are updated annually. During 1995,
approximately 69% of the Company's revenue was recurring in nature. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."
Unless the context otherwise requires, references in this Prospectus to
"HCIA" and the "Company" refer to HCIA Inc. and its predecessors and
subsidiaries. The Company's executive offices are located at 300 East Lombard
Street, Baltimore, Maryland 21202, and its telephone number is (410) 895-7470.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company................... 2,000,000 shares
Common Stock offered by the Selling Stockholders...... 216,696 shares
Common Stock to be Outstanding after the Offering..... 11,767,347 shares(1)
Use of Proceeds by the Company........................ For repayment of
acquisition indebtedness
and for general
corporate purposes,
including future
acquisitions and working
capital requirements.
See "Use of Proceeds."
NASDAQ Symbol......................................... HCIA
</TABLE>
(1) As of June 30, 1996, adjusted to include 492,960 shares of Common Stock that
will be issued in connection with the acquisition of LBA. Excludes 692,306
shares of Common Stock issuable upon exercise of outstanding stock options.
3
<PAGE>
RECENT DEVELOPMENTS
RECENT FINANCIAL RESULTS
On July 22, 1996, the Company announced its results for the three and six
months ended June 30, 1996, which are briefly summarized below:
CONDENSED SUMMARY OF OPERATIONS (1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
<S> <C> <C> <C> <C>
1995 1996 1995 1996
---- ---- ---- ----
Revenue........................................................ $12,256 $16,489 $21,005 $30,718
Write-off of acquired in-process research and development
costs........................................................ -- 4,372 -- 4,372
Operating income (loss)........................................ 1,909 (763) 2,346 1,166
Income (loss) before income taxes and minority interest in
income of consolidated subsidiaries.......................... 2,136 (539) 2,724 1,590
Net income (loss).............................................. 1,164 (327) 1,507 964
Net income (loss) per share.................................... $ 0.15 $ (0.04) $ 0.21 $ 0.10
Shares used in per share calculation........................... 7,804 9,153 7,173 9,549
</TABLE>
(1) In connection with the acquisition of Response Healthcare Information
Management, Inc., the Company recorded a one-time charge related to
acquired in-process research and development costs. Exclusive of this
charge, operating income, net income and net income per share for the
three months ended June 30, 1996 would have been $3,609,000, $2,339,000
and $0.24, respectively, and for the six months ended June 30, 1996
would have been $5,538,000, $3,631,000 and $0.38, respectively.
BALANCE SHEET DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, 1996
<S> <C>
Cash and short-term investments.............................................................. $ 26,139
Trade accounts receivable.................................................................... 24,531
Total current assets......................................................................... 53,837
Total assets................................................................................. 124,054
Total current liabilities.................................................................... 11,866
Long-term liabilities........................................................................ --
Stockholders' equity......................................................................... 112,188
</TABLE>
RECENT ACQUISITIONS
LBA HEALTH CARE. On July 19, 1996, the Company entered into a definitive
agreement to acquire LBA for approximately $130 million, $100 million of which
is payable in cash and $30 million of which is payable through the delivery of
Common Stock. It is anticipated that the acquisition will be consummated on or
about August 9, 1996. LBA is a provider of health care information products that
combine data collection, benchmarking and decision support tools that enable its
customers to achieve significant cost savings by (i) improving quality of
outcomes, (ii) reducing clinical resource consumption and (iii) optimizing labor
utilization. LBA's principal products include its VALUE ENHANCEMENT systems and
Centers of Excellence programs which utilize comparative data base analyses and
a clinical implementation management team to assist customers in reducing
clinical resource consumption and improving outcomes in specific practice areas,
such as orthopaedics and cardiology. LBA's proprietary data bases contain
detailed data from approximately 250 providers and provider groups that are LBA
customers.
RESPONSE HEALTHCARE. In May 1996, the Company acquired Response Healthcare
Information Management, Inc. ("Response") for approximately $6.2 million in
cash. The acquisition of Response provides the Company with expertise and
products in patient-centered data collection and represents a significant
enhancement of the Company's system and product offerings to the managed care
market.
4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
YEAR ENDED DECEMBER 31, -----------------------------------
-----------------------------------------------
1995 1995 1996
------------------------- ---- -------------------------
PRO FORMA, PRO FORMA,
1993 1994 ACTUAL(2) AS ADJUSTED(3) ACTUAL ACTUAL AS ADJUSTED(4)
---- ---- --------- -------------- ------ ------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA(1):
Revenue.................. $28,111 $30,711 $48,015 $76,223 $8,749 $14,229 $22,399
Salaries, wages and
benefits.............. 14,168 15,457 21,932 31,947 4,542 6,686 9,280
Other operating
expenses.............. 7,884 8,538 11,841 23,476 2,464 3,198 4,264
Provision for doubtful
accounts.............. 727 87 214 214 15 105 105
Depreciation and
amortization.......... 4,595 4,826 6,864 13,863 1,291 2,310 3,784
Write-off of acquired
in-process research
and development
costs................. -- -- 12,152 -- -- -- --
Operating income
(loss).............. 737 1,803 (4,988) 6,723 437 1,930 4,966
Net income (loss)..... $ 212 $ 1,021 $(2,405) $ 3,606 $ 343 $ 1,291 $ 2,652
Net income (loss) per
share................. $ 0.19 $ (0.31) $ 0.34 $ 0.05 $ 0.14 $ 0.22
Shares used in per share
calculation........... 5,518 7,733 10,572 6,508 9,460 11,953
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, 1996
--------------------------
<S> <C> <C>
PRO FORMA,
ACTUAL AS ADJUSTED(4)
BALANCE SHEET DATA: -------- --------------
Working capital..................................................................... $ 35,049 $ 46,108
Total assets........................................................................ 111,204 216,389
Long-term liabilities............................................................... 699 699
Stockholders' equity................................................................ 99,533 200,682
</TABLE>
(1) Effective as of January 1, 1994, the Company divested certain of its
software product lines, which generated revenue of approximately $3.0
million during 1993. During 1995 and 1996, the Company completed several
acquisitions which were accounted for using the purchase method of
accounting. In connection with certain of these acquisitions, the Company
recorded one-time charges related to acquired in-process research and
development costs. See "Pro Forma Financial Statements" and Note 1 of the
Notes to Consolidated Financial Statements.
(2) Exclusive of a one-time charge incurred in 1995, operating income, net
income and net income per share would have been $7,164,000, $4,843,000 and
$0.60, respectively.
(3) As adjusted using the purchase method of accounting to give effect to the
acquisitions of (i) Datis Corporation ("Datis"), (ii) the CHAMP unit
("CHAMP") of William M. Mercer, Incorporated ("Mercer"), (iii) the minority
interest in CHKS Limited ("CHKS"), (iv) Response and (v) LBA (together, the
"Acquired Companies") as if such acquisitions had occurred immediately
before the beginning of the period presented. Also adjusted to reflect the
sale by the Company of 2,000,000 shares of Common Stock offered hereby at an
assumed offering price of $61 1/4 per share, after deducting underwriting
discounts and commissions and estimated offering expenses and the
application of the estimated net proceeds therefrom as described under "Use
of Proceeds." The pro forma information is not necessarily indicative of
future results of operations of the Company or the results which would have
occurred had the operations and management of the Company and the Acquired
Companies been combined during the period presented. See "Pro Forma
Financial Statements."
(4) As adjusted using the purchase method of accounting to give effect to the
Response and LBA acquisitions as if they had occurred on December 31, 1995.
Also adjusted to reflect the sale by the Company of 2,000,000 shares of
Common Stock offered hereby at an assumed offering price of $61 1/4 per
share, after deducting underwriting discounts and commissions and estimated
offering expenses and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds." The pro forma information is
not necessarily indicative of future results of operations of the Company or
the results which would have occurred had the operations and management of
the Company, Response and LBA been combined during the period presented. See
"Pro Forma Financial Statements."
5
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS.
ACQUISITIONS. The Company has, in part, expanded its systems and products
through the acquisition of health care information companies, product lines and
data resources, including the Company's recent acquisition of Response and the
Company's pending acquisition of LBA. The Company intends to continue the
acquisition of methodological, analytical and technical resources that will
further enhance and expand the Company's systems and products. Except for the
pending acquisition of LBA, the Company currently has no agreements, commitments
or understandings with respect to any such acquisitions.
Acquisitions involve numerous risks, including difficulties in the
assimilation of operations and products, the ability to manage geographically
remote units, the diversion of management's attention from other business
concerns, the risks of entering markets in which the Company has limited or no
direct expertise and the potential loss of key employees of the acquired
companies. In addition, acquisitions may involve the expenditure of significant
funds and the incurrence of significant charges associated with the amortization
of goodwill or other intangible assets, write-offs of acquired in-process
research and development costs and/or future write-downs of the recorded values
of assets acquired. There can be no assurance that any acquisition will result
in long-term benefits to the Company or that management will be able to manage
effectively the resulting business. See "Business -- Business Strategy."
In connection with the LBA acquisition, the Company expects to incur a
one-time charge in the third quarter of 1996 of approximately $41.2 million
related to acquired in-process research and development costs. The Company also
will record significant goodwill and other intangible assets associated with the
LBA acquisition, which the Company intends to amortize over periods of six to
twenty years. In addition, the LBA acquisition will result in a significant
expansion of the Company's system and product offerings, and the integration of
LBA with the Company will require significant management time and resources.
There can be no assurance that the Company will be able to integrate LBA systems
with the Company's existing systems and products or achieve the operating
synergies necessary to make the acquisition successful.
MANAGEMENT OF GROWTH. The Company is currently experiencing a period of
rapid growth and expansion which could place a significant strain on the
Company's personnel and resources. The Company's growth has resulted in an
increase in the level of responsibility for both existing and new management
personnel. Many of the Company's management personnel have had limited or no
experience in managing companies as large as the Company. The Company has sought
to manage its current and anticipated growth through the recruitment of
additional management and technical personnel and the implementation of internal
systems and controls. However, the failure to manage growth effectively could
adversely affect the Company's operating results. See "Business -- Business
Strategy" and "Management."
DEPENDENCE ON KEY PERSONNEL. The Company depends to a significant extent
on key management, technical and marketing personnel. The Company's growth and
future success will depend in large part on its ability to attract, motivate and
retain highly qualified personnel, including management personnel of acquired
companies. Except for an agreement with George D. Pillari, its Chairman of the
Board, President and Chief Executive Officer, the Company does not have
employment agreements with any of its officers. The loss of key personnel or the
inability to hire or retain qualified personnel could have a material adverse
effect on the Company. See "Management."
SHORT HISTORY OF PROFITABILITY; VARIATIONS IN QUARTERLY RESULTS. After
achieving profitability during 1993 and 1994, the Company recorded a net loss
for 1995 as a result of the one-time charge incurred during the period related
to acquired in-process research and development costs in connection with the
CHAMP acquisition. The Company has reported net income of approximately $964,000
for the six months ended June 30, 1996. However, there can be no assurance that
revenue growth or profitable operations can be sustained in the future. The
Company has experienced and expects to continue to experience variations in
quarterly results. Recent quarterly variations are primarily due to the effect
of one-time charges related to acquired in-process research and development
costs. Quarterly results are also influenced by the timing of release of certain
systems and products as a result of
6
<PAGE>
the annual release of certain external data sources. The Company's operating
results for any particular quarterly or annual period may not be indicative of
results for future periods. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Quarterly Results of
Operations."
DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS. The Company has made
significant investments in the development and maintenance of its core
collection of proprietary data standardization methodologies, value-added
clinical measurement tools and technical resources that are used to transform
its many large and disparate data streams into clinically relevant information
products. See "Business -- Systems and Products." The Company relies largely on
its license agreements with customers and its own security systems,
confidentiality procedures and employee nondisclosure agreements to maintain the
trade secrecy of its proprietary information. 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 proprietary information. In addition,
these protections do not prevent independent third-party development of
functionally equivalent or superior systems, products or methodologies. See
"Business -- Intellectual Property."
COMPETITION. The health care information market is intensely competitive
and rapidly changing. The Company competes for the sale of systems and products
and the resulting access to data with different companies in each of its target
markets. Competitors vary in size and in the scope and breadth of the products
and services offered. Many of the Company's competitors have significantly
greater financial, technical, product development and marketing resources than
the Company. There can be no assurance that future competition, or any
significant loss of access to data resulting therefrom, will not have a material
adverse effect on the Company. See "Business -- Competition."
MAJOR CUSTOMERS. In 1994, one customer, Amgen Inc., accounted for
approximately 12% of the Company's revenue. In 1995, no customer accounted for
10% or more of the Company's revenue. During 1994 and 1995, the Company's ten
largest customers accounted for approximately 29% and 36%, respectively, of the
Company's revenue. Many of the Company's contractual arrangements with its
customers are subject to annual renewal. The loss of one or more of the
Company's largest customers could have a material adverse effect on the Company.
See "Business -- Customers."
INTEGRITY AND RELIABILITY OF DATA. The Company's success depends
significantly on the integrity of its data. Although the Company tests data for
completeness and consistency, it does not conduct independent audits of the
information provided by its customers. Moreover, while the Company believes that
the benchmarking and other clinical, cost and performance information contained
in its data base is representative of the operational aspects of various types
of health care industry participants, there can be no assurance that such
information is appropriate for comparative analysis in all cases or that the
data bases accurately reflect general or specific trends in the health care
market. If the information contained in the data were found, or were perceived,
to be inaccurate, or if such information were generally perceived to be
unreliable, the Company's business and operating results could be materially and
adversely affected.
POTENTIAL COST OF PERFORMANCE GUARANTEES. As part of its VALUE ENHANCEMENT
systems, LBA has guaranteed that each customer will achieve a cost savings
identified as at least equal to the fees the customer pays for the system. To
the extent such cost savings are not achieved, LBA may be subject to claims
related to such guarantees. Although LBA has never incurred a claim under its
guarantee, there can be no assurance that this will continue to be the case.
Liabilities related to such claims could have a material adverse effect on the
Company's business and operating results could be materially and adversely
affected.
VOLATILITY OF STOCK PRICE. The stock market historically has experienced
volatility which has affected the market price of securities of many companies
and which has sometimes been unrelated to the operating performance of such
companies. The trading price of the Common Stock may be subject to significant
fluctuations in response to variations in quarterly results of operations,
announcements of acquisitions, new systems or products by the Company or its
competitors, governmental regulatory action, other developments or disputes with
respect to proprietary rights, general trends in the industry and overall market
conditions, and other factors.
7
<PAGE>
CHANGES IN THE HEALTH CARE INDUSTRY. The health care industry is subject
to changing political, economic and regulatory influences that may affect the
procurement practices and operation of health care industry participants. During
the past several years, the U.S. health care industry has been subject to an
increase in governmental regulation of, among other things, reimbursement rates
and certain capital expenditures. Various programs have been proposed to reform
the U.S. health care system. Many of these programs contain proposals to
increase governmental involvement in health care, lower reimbursement rates and
otherwise change the operating environment for the Company's customers. Health
care industry participants may react to these proposals and the uncertainty
surrounding such proposals by curtailing or deferring investments, including
those for the Company's systems and products. The Company cannot predict what
impact, if any, such factors might have on its business, financial condition and
results of operations. In addition, many health care providers are consolidating
to create larger health care delivery enterprises with greater regional market
power. As a result, the remaining enterprises could have greater bargaining
power, which may lead to price erosion of the Company's systems and products.
See "Business -- Industry Background."
GOVERNMENT REGULATION. The U.S. Food and Drug Administration (the "FDA")
has promulgated a draft policy addressing the regulation of certain computer
products as medical devices under the Federal Food, Drug, and Cosmetic Act. The
FDA could determine in the future that certain applications of the Company's
systems and products are clinical decision tools subject to FDA regulation as
medical devices. In addition, the Company could become subject to future
regulation of the manufacture and marketing of medical devices and health care
software systems, or to legislation or regulation regarding the use of patient
records or of access to health care data. Compliance with such legislation and
regulation could be burdensome, time consuming and expensive. The Company cannot
predict the effect of possible future legislation and regulation. See
"Business -- Government Regulation."
CERTAIN STATEMENTS CONTAINED IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" SUCH AS STATEMENTS CONCERNING
FUTURE ACQUISITIONS, PRODUCT DEVELOPMENT EFFORTS AND INVESTMENTS, CERTAIN
STATEMENTS CONTAINED IN "BUSINESS" SUCH AS STATEMENTS CONCERNING THE COMPANY'S
BUSINESS STRATEGY, AND OTHER STATEMENTS CONTAINED HEREIN REGARDING MATTERS THAT
ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED
IN THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")); AND BECAUSE
SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE
NOT LIMITED TO, THOSE DISCUSSED ABOVE.
8
<PAGE>
PRICE RANGE OF COMMON STOCK
Since the initial offering of the Company's Common Stock at $14.00 per
share on February 22, 1995, the Common Stock has been traded on NASDAQ under the
symbol "HCIA". Prior to such date, there was no public market for the Common
Stock.
The following table sets forth for the quarterly periods indicated the high
and low closing sales price per share of Common Stock as reported by NASDAQ:
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1995
- ----
1st Quarter (from February 22, 1995)............................................................ $25 $17 5/8
2nd Quarter..................................................................................... 31 5/8 21
3rd Quarter..................................................................................... 31 1/4 24 1/2
4th Quarter..................................................................................... 46 3/4 22 3/4
1996
- ----
1st Quarter..................................................................................... 55 3/4 41 7/8
2nd Quarter..................................................................................... 67 7/8 45 5/8
3rd Quarter (through July 23, 1996)............................................................. 66 3/8 51 3/8
</TABLE>
On July 23, 1996, there were 34 holders of record of the Company's Common
Stock. The number of record holders is not representative of the number of
beneficial holders since many shares are held by depositories, brokers or other
nominees. On July 23, 1996, the last reported sale price of the Company's Common
Stock on NASDAQ was $61 1/4 per share.
DIVIDEND POLICY
The Company has never paid any cash dividends on the Common Stock and does
not anticipate paying any cash dividends on the Common Stock in the foreseeable
future. The Company currently intends to retain any future earnings to fund the
development and growth of its business.
9
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
by it hereby at an assumed price of $61 1/4 per share (the last reported sale
price of the Company's Common Stock on July 23, 1996) are estimated to be $116.5
million ($135.9 million if the Underwriters' over-allotment option is exercised
in full), after deducting the estimated underwriting discounts and offering
expenses payable by the Company. The Company will not receive any proceeds from
the sale of Common Stock by the Selling Stockholders.
The Company intends to use the net proceeds to (i) repay amounts to be
borrowed under a credit facility with First Union National Bank of North
Carolina ("First Union") in connection with the acquisition of LBA, estimated to
be approximately $90 million, and (ii) for general corporate purposes, including
future acquisitions and funding the increased working capital requirements of
the Company as a result of its growth. Any proceeds not utilized to repay
indebtedness or for the other above-described purposes will be invested in
short-term, interest-bearing securities.
Borrowings under the credit facility will bear interest at varying rates
based on an index tied to First Union's prime rate or LIBOR. As of the date of
this Prospectus, the applicable interest rate would have been 8.75%. Upon
application of the net proceeds to the Company of the Offering to repay the
borrowings outstanding under the credit facility, the Company will maintain a
$50 million revolving line of credit for general corporate purposes, including
future acquisitions and working capital requirements. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
CAPITALIZATION
The following table sets forth the capitalization of the Company (i) as of
March 31, 1996, (ii) on a pro forma basis to give effect to the Response and LBA
acquisitions, and (iii) as further adjusted to reflect the sale by the Company
of the 2,000,000 shares of Common Stock offered hereby (at an assumed offering
price of $61 1/4 per share) and the application of the estimated net proceeds to
be received by the Company therefrom as described under "Use of Proceeds." This
table should be read in conjunction with the Company's consolidated financial
statements and the notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------------------------
(IN THOUSANDS)
PRO PRO FORMA,
ACTUAL FORMA(1) AS ADJUSTED(1)(2)
-------- -------- -----------------
<S> <C> <C> <C>
Long-term liabilities........................................ $ 699 $ 80,699 $ 699
Stockholders' equity:
Preferred Stock, $.01 par value per share: 500,000 shares
authorized; no shares outstanding....................... -- -- --
Common Stock, $.01 par value per share: 15,000,000 shares
authorized; 8,989,607, 9,482,567 and 11,482,567 shares
issued and outstanding, respectively(3)................. 90 95 115
Additional paid-in capital................................. 103,147 133,336 249,804
Accumulated deficit........................................ (3,662) (49,195) (49,195)
Cumulative unrealized (depreciation)/appreciation of
short-term investments.................................. (22) (22) (22)
Cumulative effect of currency translation adjustment..... (20) (20) (20)
-------- -------- ---------
Total stockholders' equity............................ 99,533 84,194 200,682
-------- -------- ---------
Total capitalization............................... $100,232 $164,893 $ 201,381
======== ======== =========
</TABLE>
(1) Includes the effect of one-time charges related to acquired in-process
research and development costs in connection with the Response and LBA
acquisitions of $4.4 million and $41.2 million, respectively. Also includes
$90 million of bank indebtedness that the Company expects to incur, and
492,960 shares of Common Stock that will be issued, in connection with the
acquisition of LBA. See "Pro Forma Financial Statements."
(2) Assumes repayment of $90 million of bank indebtedness with a portion of the
net proceeds to the Company from the Offering and no exercise of the
Underwriters' over-allotment option.
(3) Excludes 692,306 shares of Common Stock issuable upon exercise of
outstanding stock options at a weighted average exercise price of $17.19 per
share. See "Management -- Stock Options."
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes certain selected consolidated financial data
that should be read in conjunction with the Company's consolidated financial
statements, and the notes thereto, as of December 31, 1994 and 1995 and for each
of the years in the three-year period ended December 31, 1995, and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are included elsewhere in this Prospectus. The selected
consolidated financial data set forth below as of and for each of the years in
the three-year period ended December 31, 1995 are derived from the Company's
consolidated financial statements, which have been audited by KPMG Peat Marwick
LLP, independent certified public accountants. The selected consolidated
financial data presented below for the three months ended March 31, 1995 and
1996 and as of March 31, 1996 have been derived from the unaudited consolidated
financial statements of the Company and, in the opinion of the Company, reflect
and include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations of the Company for those periods. The results of operations for the
three months ended March 31, 1996 are not necessarily indicative of the results
that may be expected for a full year.
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
YEAR ENDED DECEMBER 31, ----------------------------------
------------------------------------------------
1995 1995 1996
--------------------------- ---- -------------------------
PRO FORMA, PRO FORMA,
1993 1994 ACTUAL(2) AS ADJUSTED(3) ACTUAL ACTUAL AS ADJUSTED(4)
---- ---- --------- -------------- ------ ------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Statements of Operations Data
(1):
Revenue........................ $28,111 $30,711 $ 48,015 $76,223 $8,749 $14,229 $ 22,399
Salaries, wages and benefits... 14,168 15,457 21,932 31,947 4,542 6,686 9,280
Other operating expenses....... 7,884 8,538 11,841 23,476 2,464 3,198 4,264
Provision for doubtful
accounts..................... 727 87 214 214 15 105 105
Depreciation and
amortization................. 4,595 4,826 6,864 13,863 1,291 2,310 3,784
Write-off of acquired
in-process research and
development costs............ -- -- 12,152 -- -- -- --
------- ------- -------- ------- ------ ------- ---------
Operating income (loss)...... 737 1,803 (4,988) 6,723 437 1,930 4,966
Interest income................ -- 111 1,290 1,259 176 282 228
Interest expense............... (111) (131) (187) (436) (25) (83) (89)
Income (loss) before income
taxes, minority interest in
loss (income) of
consolidated subsidiaries
and cumulative effect of
change in accounting for
income taxes............... 626 1,783 (3,885) 7,546 588 2,129 5,105
Benefit (provision) for income
taxes........................ (362) (759) 1,554 (3,940) (238) (838) (2,453)
Minority interest in loss
(income) of consolidated
subsidiaries................. 90 (3) (74) -- (7) -- --
------- ------- -------- ------- ------ ------- ---------
Income (loss) before
cumulative effect of change
in accounting for income
taxes...................... 354 1,021 (2,405) $ 3,606 $ 343 $ 1,291 $ 2,652
Cumulative effect of change in
accounting for income
taxes........................ (142) -- -- -- -- -- --
Net income (loss)............ $ 212 $ 1,021 $ (2,405) $ 3,606 $ 343 $ 1,291 $ 2,652
======= ======= ======== ======= ===== ======= =========
Net income (loss) per share.... $ 0.19 $ (0.31) $ 0.34 $0.05 $ 0.14 $ 0.22
======= ======== ======= ===== ======= =========
Shares used in per share
calculation.................. 5,518 7,733 10,572 6,508 9,460 11,953
======= ======== ======= ===== ======= =========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
MARCH 31, 1996
DECEMBER 31, --------------------------
---------------------------- PRO FORMA,
1993 1994 1995 ACTUAL AS ADJUSTED(4)
----- ----- ----- ------ --------------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital......................................... $ 3,852 $ 5,620 $ 35,671 $ 35,049 $ 46,108
Total assets............................................ 41,122 40,865 108,401 111,204 216,389
Long-term liabilities, excluding current installments... 2,136 1,835 699 699 699
Stockholders' equity.................................... 32,762 34,371 98,044 99,533 200,682
</TABLE>
(1) Effective as of January 1, 1994, the Company divested certain of its
software product lines, which generated revenue of approximately $3.0
million during 1993. During 1995 and 1996, the Company completed several
acquisitions which were accounted for using the purchase method of
accounting. In connection with certain of these acquisitions, the Company
recorded one-time charges related to acquired in-process research and
development costs. See "Pro Forma Financial Statements" and Note 1 of the
Notes to Consolidated Financial Statements.
(2) Exclusive of the one-time charge incurred in 1995, operating income, net
income and net income per share would have been $7,164,000, $4,843,000 and
$0.60, respectively.
(3) As adjusted using the purchase method of accounting to give effect to the
acquisitions of the Acquired Companies as if such acquisitions had occurred
immediately before the beginning of the period presented. Also adjusted to
reflect the sale by the Company of 2,000,000 shares of Common Stock offered
hereby at an assumed offering price of $61 1/4 per share, after deducting
underwriting discounts and commissions and estimated offering expenses and
the application of the estimated net proceeds therefrom as described under
"Use of Proceeds." The pro forma information is not necessarily indicative
of future results of operations of the Company or the results which would
have occurred had the operations and management of the Company and the
Acquired Companies been combined during the period presented. See "Pro Forma
Financial Information."
(4) As adjusted using the purchase method of accounting to give effect to the
Response and LBA acquisitions as if they had occurred on December 31, 1995.
Also adjusted to reflect the sale by the Company of 2,000,000 shares of
Common Stock offered hereby at an assumed offering price of $61 1/4 per
share, after deducting underwriting discounts and commissions and estimated
offering expenses and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds." The pro forma information is
not necessarily indicative of future results of operations of the Company or
the results which would have occurred had the operations and management of
the Company, Response and LBA been combined during the period presented. See
"Pro Forma Financial Statements."
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
HCIA is a health care information content company that develops and markets
Decision Support Systems and Syndicated Products. In 1991, HCIA began a series
of acquisitions of health care information companies, product lines and data
resources. These acquisitions established the Company's ability to provide
systems and products which rely on the integration of detailed clinical and
financial data. Effective as of January 1, 1994, the Company divested certain of
its software product lines, which had generated revenue of approximately $3.0
million during 1993. During 1995, the Company completed several additional
acquisitions of health care information companies, including Datis and the CHAMP
unit of Mercer. In connection with the CHAMP acquisition, the Company recorded a
one-time charge related to acquired in-process research and development costs of
approximately $12.2 million. As a result of this charge, the Company recorded a
net loss for the year ended December 31, 1995. In May 1996, the Company acquired
Response for approximately $6.2 million in cash. In connection with the Response
acquisition, the Company recorded a one-time charge during the three months
ended June 30, 1996 of approximately $4.4 million related to acquired in-process
research and development costs. On July 19, 1996, the Company executed a
definitive agreement to acquire LBA. In connection with the LBA acquisition, the
Company expects to incur a one-time charge during the three months ended
September 30, 1996 of approximately $41.2 million related to acquired in-process
research and development costs. The Company's results of operations include the
results of the acquired or divested entities or product lines since the date of
acquisition or prior to the date of divestiture, as applicable. See Note 1 of
the Notes to Consolidated Financial Statements.
The Company has made a substantial investment in the acquisition and
development of its core collection of methodologies, clinical measurement tools
and technical resources. The Company's strategy is to leverage these resources
across substantially all of its systems and products, thereby giving it the
ability to increase revenue generated from these resources without a
commensurate increase in expenses. In addition to its internal product
development efforts, the Company seeks to continue the acquisition of other
health care information companies, product lines and data resources, and intends
to integrate and leverage these assets into product-line extensions across its
markets. The Company does not track profitability by product line since many of
the Company's resources are utilized throughout its systems and products.
The Company's internal product development efforts are generally in
connection with customer contracts, and the related costs are included as a
component of operating expenses in the year incurred. The Company capitalizes
costs related to internal product development which is not in connection with a
specific customer contract from the point of technological feasibility to the
point of general availability. With respect to acquired companies, product lines
and data resources, the Company has historically completed the acquisitions
using available cash or a deferred payment plan, with recent acquisitions being
funded by the proceeds of the Company's public offerings. The cash portion of
the LBA acquisition will be financed with a credit facility which will be repaid
with a portion of the proceeds to the Company from the Offering. The Company
will also issue a total of 492,960 shares of Common Stock to the stockholders of
the parent company of LBA. See " -- Liquidity and Capital Resources."
As a result of its acquisition of health care information companies,
product lines and data resources, the Company has acquired intangible assets,
the cost of which it amortizes over various useful lives. In addition, the
Company has capitalized internal development costs and acquired assets relating
to the development of methodologies, clinical measurement tools and technical
resources, including its data base, of $3.3 million, $3.4 million, $6.9 million
and $2.4 million during 1993, 1994, 1995 and the three months ended March 31,
1996, respectively. Consequently, the Company has recorded amortization expense
of $3.9 million, $3.9 million, $5.2 million and $1.8 million during 1993, 1994,
1995 and the three months ended March 31, 1996, respectively. See Notes 2 and 4
of the Notes to Consolidated Financial Statements. On a pro forma basis,
assuming the completion of the Response and LBA acquisitions at the beginning of
the respective periods, the Company would have recorded additional amortization
expense of $5.1 million and $1.3 million during 1995 and the three months ended
March 31, 1996, respectively.
13
<PAGE>
As a result of its unique ability to integrate health care data collected
from numerous sources and across varied treatment settings, the Company believes
that it is well positioned to offer the information systems and products
necessary to continue to increase average revenue per customer through the sale
of more sophisticated and comprehensive Decision Support Systems. With respect
to Syndicated Products and entry-level Decision Support Systems, pricing is
relatively fixed and is influenced by competitive systems and products. With
respect to high-end Decision Support Systems, pricing is often negotiated with
the customer and is based on a number of factors, including the value attributed
by the customer to the System.
The Company's revenue is comprised of both recurring revenue from the
Company's installed customer base as well as from first time sales. The Company
seeks to generate recurring revenue from Decision Support Systems through
multi-year agreements (typically two to three years) and through renewals of its
Syndicated Products, which are updated annually. The Company defines its
recurring revenue percentage as revenue recognized during the period from a sale
of a system or product to a customer who purchased a similar system or product
in the prior period, divided by the Company's total revenue in the prior period.
In determining its recurring revenue percentage, the Company includes in its
revenue the revenue of entities acquired during the period as if such
acquisitions had occurred at the beginning of the prior period. The Company does
not classify revenue as recurring to the extent that it exceeds the revenue from
a similar system or product purchase in the prior period. The Company's
recurring revenue percentages for 1994 and 1995 were approximately 64% and 69%,
respectively.
RESULTS OF OPERATIONS
The following table sets forth, for the fiscal periods indicated, certain
items from the statements of operations of the Company expressed as a percentage
of revenue:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
-------------------- ------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenue.............................................................. 100 % 100 % 100 % 100 % 100 %
Salaries, wages and benefits......................................... 51 50 46 52 47
Other operating expenses............................................. 28 28 25 28 23
Provision for doubtful accounts...................................... 2 -- -- -- --
Depreciation and amortization........................................ 16 16 14 15 16
Write-off of acquired in-process research and development costs...... -- -- 25 -- --
Operating income (loss)............................................ 3 6 (10) 5 14
Net interest income.................................................. -- -- 2 2 1
Income (loss) before income taxes, minority interest in loss
(income) of consolidated subsidiaries and cumulative effect of
change in accounting for income taxes........................... 3 6 (8) 7 15
Benefit (provision) for income taxes................................. (1) (3) 3 (3) (6)
Income (loss) before cumulative effect of change in accounting for
income taxes.................................................... 2 3 (5) 4 9
Cumulative effect of change in accounting for income taxes........... 1 -- -- -- --
Net income (loss).................................................. 1 % 3 % (5)% 4 % 9 %
=== === === === ===
</TABLE>
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO 1995
REVENUE. Revenue for the three months ended March 31, 1996 was $14.2
million, an increase of $5.5 million or 63% over the three months ended March
31, 1995. The increase was primarily the result of a 77% increase in revenue
from the sale of Decision Support Systems. Revenue from the sale of Decision
Support Systems represented 83% of the revenue for the three months ended March
31, 1996 and Syndicated Products represented the remaining 17% of revenue.
14
<PAGE>
The increase in Decision Support Systems revenue was primarily the result
of the Company's continued success in expanding its customer relationships in
the provider and supplier markets, and as a result of the acquisitions of Datis
and CHAMP, both of which occurred after March 31, 1995.
SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits decreased to 47%
of revenue for the three months ended March 31, 1996 from 52% for the three
months ended March 31, 1995. This decrease was a result of the continued
leveraging of the Company's historical investments in technology and basic
infrastructure as revenue increased.
OTHER OPERATING EXPENSES. Other operating expenses, which include
occupancy, travel, and marketing expenses, decreased to 23% of revenue for the
three months ended March 31, 1996 from 28% for the three months ended March 31,
1995. This decrease was a result of certain of these expenses growing at a
slower rate than revenue.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
16% of revenue for the three months ended March 31, 1996 from 15% for the three
months ended March 31, 1995. This increase was a result of the additional
amortization associated with the acquisitions of Datis and CHAMP as well as
depreciation of other acquired assets.
INTEREST INCOME AND EXPENSE. Net interest income was $199,000 for the three
months ended March 31, 1996 compared with net interest income of $151,000 for
the three months ended March 31, 1995. This increase was the result of a higher
invested balance in 1996.
INCOME TAXES. The Company's effective tax rate was 39.4% for the three
months ended March 31, 1996 compared with 40.5% for the three months ended March
31, 1995. The decrease was the result of a portion of the Company's investments
being placed in tax-exempt securities, as well as the tax benefit associated
with the exercise of certain non-qualified stock options. This decrease was
partially offset by an increase in non-deductible goodwill.
1995 COMPARED TO 1994
REVENUE. Revenue for 1995 was $48.0 million, an increase of $17.3 million
or 56% over 1994. The increase was primarily the result of a 77% increase in
revenue from the sale of Decision Support Systems. Revenue from the sale of
Decision Support Systems represented 80% of revenue for 1995 and Syndicated
Products represented the remaining 20% of revenue.
The Decision Support Systems revenue increase was primarily the result of
increased sales of Decision Support Systems to providers, particularly as a
result of the acquisition of Datis during the year, and to a lesser extent, due
to increased sales through CHKS, the Company's English subsidiary. Sales of the
Company's Systems to the buyer and supplier markets also increased. In
particular, the Company met several performance milestones pursuant to its
contract with CIGNA Healthcare during the year.
SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits decreased to
46% of revenue for 1995 from 50% for 1994. This decrease was a result of the
leveraging of the Company's historical investments in technology and basic
infrastructure as revenue increased.
OTHER OPERATING EXPENSES. Other operating expenses, which include
occupancy, travel and marketing expenses, decreased to 25% of revenue for 1995
from 28% for 1994. This decrease was a result of certain of these expenses
growing at a slower rate than revenue.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased to
14% of revenue for 1995 from 16% of revenue for 1994. The decrease was the
result of the fixed nature of a large component of the depreciation and
amortization, which is the result of prior acquisitions, being measured against
a larger revenue base.
WRITE-OFF OF ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT COSTS. In
connection with the acquisition of CHAMP, the Company acquired CHAMP's ongoing
research and development activities. At the time of the acquisition, the Company
recorded a one-time charge resulting from the write-off of the acquired
in-process research and development costs. This charge totaled approximately
$12.2 million or 25% of the Company's
15
<PAGE>
revenue for 1995. These costs related to the development of a client server
based system to process and deliver health care data and analysis tools to CHAMP
customers. The amount of the one-time charge was equal to the estimated current
fair value, based on the risk adjusted cash flows (at a discount rate of 20%,
which included cost of capital of 18% and an incremental risk premium of 2%), of
specifically identified technologies for which technological feasibility had not
yet been established pursuant to Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed," and for which future alternative uses did not exist.
INTEREST INCOME AND EXPENSE. Net interest income was $1.1 million or 2% of
revenue for 1995 compared with net interest expense of $20,000 for 1994. The
increase in net interest income was the result of a portion of the proceeds of
the Company's public offerings being utilized to repay the amount due under the
Company's credit agreement with the Company's former majority stockholder, AMBAC
Inc. ("AMBAC") (approximately $1.9 million), with the balance being invested in
cash equivalents and short-term investments.
INCOME TAXES. The Company's effective income tax rate was (39)% for 1995
compared with 43% for 1994. The change was a result of the Company recording a
net loss in 1995.
1994 COMPARED TO 1993
REVENUE. Revenue for 1994 was $30.7 million, an increase of $2.6 million
or 9% over 1993. Effective January 1, 1994, the Company divested certain of its
software product lines which generated revenue of approximately $3.0 million
during 1993. After eliminating the revenue from these product lines, revenue for
1994 increased by $5.6 million or 22% over 1993. Revenue increased in both of
the Company's product classifications. The increase in Decision Support Systems
revenue was primarily due to increased sales of high-end Decision Support
Systems, offset by a decrease in sales of certain entry-level Decision Support
Systems which the Company is no longer actively marketing. Syndicated Product
revenue increased primarily as a result of the increased penetration of existing
products and the introduction of new products, including THE OUTPATIENT
UTILIZATION PROFILE and THE DIRECTORY OF HEALTH CARE PROFESSIONALS.
SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits decreased to
50% of revenue for 1994 from 51% for 1993. This decrease was a result of the
leveraging of the Company's historical investments in technology and basic
infrastructure as revenue increased. However, during 1994, the Company continued
to increase its investment in sales and marketing personnel at a rate in excess
of revenue growth in order to expand the market penetration of existing systems
and products and to allow for the introduction of new systems and products.
OTHER OPERATING EXPENSES. Other operating expenses, which include
occupancy, travel and marketing expenses, were 28% of revenue for 1994 and 1993.
Decreases in outside data processing and travel costs were offset by slightly
higher marketing and occupancy costs.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts
decreased to less than 1% of revenue for 1994 from 2% for 1993. This decrease
was a result of enhanced credit and collection processes and additional
personnel resulting in reduced bad debt losses.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization was 16% of
revenue for 1994 and 1993. The depreciation and amortization is primarily
related to the Company's acquisitions and certain capitalized costs related to
the development of methodologies, clinical measurement tools and technical
resources.
INCOME TAXES. During 1994 and 1993, the Company's effective tax rates were
43% and 51%, respectively. These rates were in excess of statutory rates
primarily as a result of the non-deductibility of the amortization of certain
goodwill. The reduction in the effective rate was primarily due to the increased
earnings of the Company resulting in a reduced impact of the amortization of
certain goodwill.
16
<PAGE>
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain unaudited quarterly financial data
for 1994 and 1995 and the first quarter of 1996. In the opinion of the Company's
management, this unaudited information has been prepared on the same basis as
the audited information and includes all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the information set forth
therein. The operating results for any quarter are not necessarily indicative of
results for any future period:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1994 1994 1994 1994 1995 1995 1995 1995 1996
------- -------- -------- -------- ------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
Revenue........... $6,784 $7,741 $ 8,163 $8,023 $8,749 $ 12,256 $ 13,220 $ 13,790 $ 14,229
Depreciation and
amortization.... 1,171 1,187 1,203 1,265 1,291 1,669 1,851 2,053 2,310
Write-off of
acquired in-
process research
and development
costs........... -- -- -- -- -- -- -- 12,152 --
Operating
income.......... 137 503 812 351 437 1,909 2,489 (9,823) 1,930
Net income........ 67 278 446 230 343 1,164 1,618 (5,530) 1,291
</TABLE>
The following table sets forth, as a percentage of revenue, certain
unaudited quarterly financial data:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1994 1994 1994 1994 1995 1995 1995 1995 1996
------- ------- -------- ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue............... 100% 100% 100% 100% 100% 100% 100% 100% 100%
Depreciation and
amortization........ 17 15 15 16 15 14 14 15 16
Write-off of acquired
in-process research
and development
costs............... -- -- -- -- -- -- -- 88 --
Operating income...... 2 6 10 4 5 16 19 (71) 14
Net income............ 1 4 5 3 4 9 12 (40) 9
</TABLE>
The Company has experienced quarterly fluctuations in operating results,
which it expects to continue for the foreseeable future. During the three months
ended December 31, 1995, the Company recorded a one-time charge related to
acquired in-process research and development costs in connection with the CHAMP
acquisition. In addition, during the three months ended June 30, 1996, the
Company recorded a $4.4 million one-time charge related to acquired in-process
research and development costs in connection with the Response acquisition.
Similarly, the Company expects to incur a $41.2 million charge in connection
with the LBA acquisition during the three months ended September 30, 1996.
Quarterly results are also influenced by the annual availability of certain data
sources, which affects the timing of the release of certain Syndicated Products
and entry-level Decision Support Systems. As a result, the Company generally
recognizes greater revenue from sale of these systems and products during the
second and third quarters of each year.
17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
In February 1995, the Company completed an initial public offering of
2,012,500 shares of Common Stock at an initial public offering price of $14.00
per share. The net proceeds to the Company from the offering were approximately
$25.7 million. The Company utilized approximately $1.9 million of the proceeds
to repay amounts due to AMBAC under a line of credit agreement. During August
1995, the Company completed an additional offering of 1.5 million shares of
Common Stock at a price of $28.50 per share. The net proceeds to the Company
were approximately $40.3 million. In May 1996, the Company issued 261,951 shares
at a price of $51.00 per share pursuant to the exercise of an over-allotment
option granted by the Company to the underwriters in connection with the sale of
all of the shares of Common Stock owned by AMBAC and its wholly owned
subsidiary, AMBAC Indemnity Corporation ("AIC"). The net proceeds to the Company
from the exercise of the over-allotment option were approximately $12.8 million.
On July 19, 1996, the Company obtained a commitment from First Union for a
credit facility totalling $100 million, consisting of a $50 million term loan
and a $50 million revolving line of credit. Borrowings will bear interest at
varying rates based on an index tied to First Union's prime rate or LIBOR. The
credit facility will be subject to a one-time facility fee of $500,000. The
Company will also pay a commitment fee on the average daily unused portion of
the facility at a rate ranging from 0.25% to 0.375% per annum, depending on the
Company's debt/cash flow ratio. The Company will draw down the entire $50
million term loan and approximately $40 million of the revolving line of credit
in connection with the LBA acquisition and will repay these borrowings with a
portion of the net proceeds to the Company of the Offering. The Company will
then maintain a $50 million revolving line of credit for general corporate
purposes, including future acquisitions and working capital requirements.
Borrowings will be collateralized by substantially all of the Company's assets.
The credit facility will also contain financial covenants applicable to HCIA,
including a debt/cash flow ratio and ratios of debt to capital. The Company
expects to be in compliance with these covenants after drawing on the credit
facility and expects to continue to be in compliance thereafter.
During 1993, 1994, 1995 and the three months ended March 31, 1996, the
Company generated net cash from operations of approximately $2.4 million, $4.4
million, $3.1 million and $3.7 million, respectively. During 1995, approximately
$7.3 million and $1.7 million of cash generated from operations was used to fund
the increase in accounts receivable and the decrease in deferred revenue,
respectively. The increase in accounts receivable was primarily the result of
revenue growth, as well as the timing of receipt of payments from certain major
customers. The decrease in deferred revenue was the result of the timing of
delivery of products to Datis customers subsequent to the acquisition of Datis
by the Company, as well as a decrease in the revenue from product lines
generating a significant portion of the historical deferred revenue balance. Net
cash provided by financing activities during 1993, 1994 and 1995 was
approximately $3.7 million, $568,000, $66.2 million, respectively, primarily as
a result of borrowings under the line of credit from AMBAC, the issuance of
preferred stock to AMBAC and AIC (subsequently exchanged for shares of Common
Stock) and the Company's public offerings in February and August 1995. The net
cash provided by operations and financing activities has been utilized primarily
for capital expenditures and acquisitions. Net cash used by financing activities
during the three months ended March 31, 1996 was $520,000, primarily as a result
of the repayment of certain indebtedness related to acquisitions.
The Company made capital expenditures (including capitalized leases)
totaling $2.0 million, $1.6 million, $3.1 million and $0.9 million during 1993,
1994, 1995 and the three months ended March 31, 1996, respectively. As of March
31, 1996, the Company had net working capital of $35.0 million, including cash,
cash equivalents and short-term investments in the amount of $24.9 million, and
did not have any material commitments for capital expenditures.
In March 1995, the Company completed the acquisition of substantially all
of the assets of John Froehlich Associates for the payment of approximately
$520,000 in cash and the issuance of a note payable in the amount of $480,000,
which was paid in full in February 1996. In April 1995, the Company acquired
certain assets from MetriCor Inc. for a payment of $485,000 in cash and the
assumption of certain liabilities. Also in April 1995, the Company completed the
acquisition of all of the outstanding capital stock of Datis. The purchase price
for the capital stock of Datis was approximately $14.6 million in cash, which
included approximately $14.25 million
18
<PAGE>
funded by the Company and $386,000 funded with the proceeds received from the
exercise of certain options to purchase Datis stock. In addition, the Company
repaid approximately $900,000 of outstanding debt of Datis. In December 1995,
the Company acquired the CHAMP unit of Mercer for $17.5 million in cash and, in
May 1996, the Company completed the acquisition of Response for approximately
$6.2 million in cash. Each of these acquisitions has been accounted for using
the purchase method of accounting and, accordingly, the assets have been valued
at their estimated fair market value. Funding for the acquisitions was provided
by the proceeds of the Company's public offerings and cash generated by
operations.
The Company expects to incur additional costs of $7 to $10 million to
complete the development efforts related to systems and products obtained in
connection with the acquisitions of CHAMP and Response and the pending
acquisition of LBA, and to integrate these products with the Company's other
products. Such costs are expected to consist of direct labor and contracted
labor costs and are expected to be incurred over the next two to three years.
RECENTLY ISSUED ACCOUNTING STANDARDS
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS No. 123"), was issued. This
statement requires the fair value of stock options and other stock-based
compensation issued to employees to either be included as compensation expense
in the income statement, or the pro forma effect on net income and earnings per
share of such compensation expense to be disclosed in the footnotes to the
Company's consolidated financial statements commencing with the Company's 1996
fiscal year. The Company expects to adopt SFAS No. 123 on a disclosure basis
only. As such, implementation of SFAS No. 123 is not expected to impact the
Company's consolidated financial statements.
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of " ("SFAS No. 121"), was issued. This statement establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used for long-lived assets and certain identifiable intangibles which are to be
disposed. Implementation of SFAS No. 121 is not expected to have a material
impact on the Company's consolidated financial statements.
19
<PAGE>
BUSINESS
GENERAL
HCIA is a leading health care information content company that develops and
markets integrated clinical information systems and products. The Company's
systems and products range from standardized data bases to highly focused
Decision Support Systems that assist its customers in evaluating the efficacy
and economics of health care delivery. HCIA currently sells its Decision Support
Systems to more than 325 customers, including hospitals, integrated delivery
systems, self-insured employers, pharmaceutical companies and managed care
organizations. The Company's Syndicated Products are sold to over 7,000
customers. As a result of its unique ability to integrate health care data
collected from numerous sources and across varied treatment settings, the
Company believes that it is well positioned to offer the information systems and
products necessary to continue to increase average revenue per customer through
the sale of more sophisticated and comprehensive Decision Support Systems. The
Company's marketing and pricing strategies are focused on the generation of
recurring revenue from Decision Support Systems through multi-year agreements
(typically two to three years) and through the renewal of its Syndicated
Products, which are updated annually. During 1995, approximately 69% of the
Company's revenue was recurring in nature. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview."
By utilizing its core collection of proprietary data standardization
methodologies, value-added clinical measurement tools and data bases, including
the ICCS SystemTM, HCIA creates clinical information systems and products from
its many large and disparate data streams. The ICCS SystemTM allows for the
standardization and comparison of detailed clinical data across a broad range of
data sources. The Company's proprietary disease management methodologies link
the costs, quality, utilization and outcomes of medical services delivered to
patients in various clinical settings. These methodologies and technical
resources permit the Company to provide a level of clinical information which is
substantially more detailed and useful in modifying clinical practice patterns
than information derived from traditional health care data sources.
RECENT ACQUISITIONS
LBA HEALTH CARE. On July 19, 1996, the Company executed a definitive
agreement to acquire LBA for $130 million. LBA, which had revenue during the
year ended December 31, 1995 and the three months ended March 31, 1996 of
approximately $16.6 million and $7.5 million, respectively, is a provider of
health care information products and services that combine data collection,
benchmarking and decision support tools to identify and quantify cost reduction
and quality improvement opportunities in clinical settings. LBA's principal
products, including its VALUE ENHANCEMENT systems and Health Care Financing
Administration ("HCFA") Centers of Excellence program, utilize comparative data
base analyses and a clinical implementation management team to assist customers
in reducing clinical resource consumption and improving outcomes in specific
practice areas, such as orthopaedics and cardiology. LBA's proprietary data
bases contain detailed data on cost, quality, clinicial resource consumption and
labor/productivity obtained from approximately 250 providers and provider groups
that are LBA customers. The level of information contained in LBA's data bases
is similar to HCIA's ICCS-level data base. HCIA plans to utilize its ICCS
SystemTM to standardize the LBA data bases and integrate them with the
ICCS-level data base.
LBA's systems enable its customers to achieve significant cost savings by
(i) improving quality of outcomes, (ii) reducing clinical resource consumption
and (iii) optimizing labor utilization. The Company believes that LBA's clinical
implementation methodologies will significantly enhance its ability to deliver
clinical solutions that identify and quantify cost reduction and quality
improvement opportunities. Typical LBA customers spend approximately $75,000 to
$100,000 per year on VALUE ENHANCEMENT systems, and approximately 75% of LBA's
customers have purchased at least two systems. As part of a VALUE ENHANCEMENT
system, LBA guarantees that each customer will achieve a cost savings at least
equal to the fees paid to LBA.
Pursuant to the acquisition agreement, the Company will acquire all of the
capital stock of LBA's parent company, HealthVISION, Inc. ("HealthVISION").
Prior to the acquisition, all of the assets and liabilities of HealthVISION not
associated with LBA will be distributed to certain current stockholders of
HealthVISION. The
20
<PAGE>
purchase price for the acquisition is approximately $130 million (which includes
the payment of certain liabilities, including bank debt and management bonuses),
$100 million of which is payable in cash and $30 million of which is payable
through the delivery of 492,960 shares of Common Stock of HCIA. The Company has
obtained a commitment from First Union for a $100 million credit facility to
fund the cash portion of the purchase price, which the Company intends to repay
with a portion of the net proceeds to the Company of the Offering. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." Pursuant to the acquisition
agreement, the Company has agreed to file and maintain under the Securities Act
a shelf registration statement for the benefit of certain current stockholders
of HealthVISION. It is anticipated that the acquisition will be consummated on
or about August 9, 1996, subject to compliance with customary closing
conditions.
RESPONSE HEALTHCARE. In May 1996, the Company acquired all of the
outstanding capital stock of Response for approximately $6.2 million in cash.
Response, which had revenue of approximately $2.6 million for the year ended
December 31, 1995, specializes in capturing and analyzing point-of-care,
patient-centered data relating to disease-specific outcomes measurement,
member/patient satisfaction and functional status, as well as the development of
Internet applications. Response's primary customers include managed care
organizations and pharmaceutical companies.
INDUSTRY BACKGROUND
Market driven efforts to contain rising health care costs have resulted in
an increasing demand for access to sophisticated heath care information. During
the five years ended in 1995, the average annual increase in U.S. health care
expenditures was approximately double the rate of general inflation as measured
by the Consumer Price Index. It is estimated that health care expenditures
exceeded $1 trillion, or approximately 14% of U.S. Gross Domestic Product, in
1995. Historically, cost containment efforts have focused on controlling
administrative costs even though approximately 65% of health care costs are
related to the clinical delivery of care (i.e., the costs directly associated
with the treatment of illness).
Clinical costs are driven by the choice of therapeutic resources and the
intensity and frequency of the delivery of such resources. The inappropriate or
excess consumption of therapeutic resources is referred to as "clinical
inefficiency." Clinical inefficiency manifests itself in many ways, including
clinically unjustified lengths of stay, excessive readmission rates,
above-average clinical complication and mortality rates, and excessive primary
care physician referrals to specialists.
Efforts to measure and control the clinical costs of health care
traditionally have been hampered by the lack of "benchmark" data required to
study the appropriateness, efficiency and effectiveness of health care delivery.
Structural changes and industry consolidation are driving the major health care
constituencies (providers, buyers and suppliers) to utilize information and
analytical tools to better measure clinical effectiveness. The increased
industry emphasis on "outcomes measurement" and "disease management" reflects
recognition of the need to properly understand and evaluate clinical costs.
Each of the major health care constituencies demands clinical information
for different reasons. In order to compete more effectively, providers are
increasingly demanding information that allows them both to measure the cost,
quality and outcome of the care they are delivering and to "benchmark" data to
measure performance against the industry's best practices. Buyers are
increasingly demanding a quality outcome at a fixed or capitated price for a
bundle of medical services. As a result, the overall efficiency and
effectiveness of the services delivered has become the central issue in the
selection of providers and in the continued analysis of the performance of
existing providers. Suppliers are increasingly required to demonstrate the
clinical and economic utility of their products when compared with alternatives
because of the increasing emphasis on costs and efficiency and the growing use
of mechanisms such as formularies to restrict physician drug choice.
21
<PAGE>
BUSINESS STRATEGY
HCIA's strategy is to maintain and extend its position as a leading
provider of content-based clinical information systems and products to all
market constituencies. Key elements of the Company's strategy are to:
BUILD RECURRING REVENUE. HCIA's marketing and pricing objectives are
focused on the generation of recurring revenue through multi-year contracts and
annually renewable contracts, as well as regular sales and updates of its
Syndicated Products. The Company's recurring revenue percentage for 1995 was
approximately 69%. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview." The Company believes that the
high level of sophistication of its systems and products, combined with the
costs associated with switching to substitute information suppliers, encourage
its customers to continue their relationships with HCIA.
EXPAND THE SIZE AND SCOPE OF CUSTOMER RELATIONSHIPS. As a result of its
unique ability to integrate health care data collected from numerous sources and
across varied treatment settings, the Company believes that it is
well-positioned to offer the information systems and products necessary to
continue to increase average revenue per customer through the sale of more
sophisticated and comprehensive Decision Support Systems. The demand for more
sophisticated health care information systems and products has been driven by
the recognition of the need for more comprehensive information on costs,
outcomes and utilization to assess and manage risk while improving the quality
of care.
DEVELOP AND ACQUIRE NEW DATA RESOURCES AND TECHNOLOGIES. HCIA seeks to
develop and acquire new methodological, analytical and technical resources that
will continue to enhance the Company's ability to deliver clinical solutions. In
addition to its internal product development efforts, the Company seeks to
continue the acquisition of other data resources and technologies. The Company
intends to integrate and leverage these assets into product-line extensions
across its markets. The Company believes that its management and product-line
infrastructures, as well as its historical success in acquiring and assimilating
new products and companies, will allow it to continue the successful development
and acquisition of new systems and products.
DEVELOP STRATEGIC RELATIONSHIPS WITH KEY INDUSTRY PARTICIPANTS. HCIA seeks
to transcend the traditional customer-vendor relationship and forge long-term
alliances with key industry participants that are driving market evolution in
the health care industry. Through its strategic relationships with industry
leaders, the Company can add substantial value to its information systems and
products and promote the Company's proprietary data bases and methodologies as
an industry standard.
SYSTEMS AND PRODUCTS
HCIA's information systems and products are broadly classified as Decision
Support Systems, which contributed approximately 80% and 83% of revenue for 1995
and the three months ended March 31, 1996, respectively, and Syndicated
Products, which contributed approximately 20% and 17% of revenue for the same
respective periods. The Company offers its information systems and products
through a variety of media and distribution channels, including print, magnetic
media, CD-ROM and on-line access through SoleSourceTM, its client/server
workstation.
DECISION SUPPORT SYSTEMS
HCIA offers a range of Decision Support Systems, which are utilized by the
three major health care market constituencies:
PROVIDERS, such as hospitals, physician groups and integrated delivery
systems, use the Company's Decision Support Systems to measure and analyze the
cost and quality of medical interventions. The Company's entry-level Systems
provide customers with competitor specific information such as market share by
specialty, local market utilization rates compared with regional and national
norms and customer specific analyses of product line and physician level
resource consumption. High-end Decision Support Systems incorporate benchmarks
for specific medical resource consumption and are designed to help providers
understand the best practice for a medical intervention.
22
<PAGE>
BUYERS, such as managed care organizations, indemnity insurers and
self-insured employers, utilize the information and analyses on medical resource
usage and outcomes derived from the Company's Decision Support Systems to select
and monitor the performance of network providers, channel specific types of
patients towards the most clinically effective providers, and negotiate fair
prices and appropriate utilization criteria, as well as to manage the overall
health status of a covered population. The acquisitions of CHAMP and Response
have increased the Company's access to self-insured employers and managed care
organizations.
SUPPLIERS, such as pharmaceutical, biotechnology and medical supply and
device companies, utilize the Company's Decision Support Systems in market
analysis, product positioning and pharmacoeconomic analysis. Pharmacoeconomic
analysis provides suppliers with information needed to measure the specific
benefit/cost and outcome of an individual product against those of competing
products, alternative therapies or, in the case of a new drug or product, the
STATUS QUO therapy.
The Company's entry-level Systems are generally priced from $25,000
annually, while high-end Systems are generally priced from $250,000 to more than
$1.0 million annually. HCIA has entered into a number of strategic relationships
with state hospital associations, business partners such as HBO & Company
("HBOC"), and large users of data such as CIGNA Healthcare, Amgen Inc. and
Columbia/HCA.
HCIA's Decision Support Systems are based on the Company's DataBridgeTM
collection of data bases and data handling technologies and SoleSourceTM desktop
analytical software, and are supplemented by its clinical implementation
management team.
DATABRIDGE.TM DataBridgeTM is HCIA's collection of proprietary data bases
and data-handling technologies. A typical Decision Support System customer
submits data in an electronic, computer-readable format. In creating the
interface for the customer's data stream, HCIA enables the transfer of customer
data and the subsequent application of the Company's proprietary software
algorithms and data-standardization technologies to the incoming data,
transforming the data into HCIA's proprietary standardized formats. DataBridgeTM
has several components, including:
DATA BASE. A large number of the Company's customers are also its data
suppliers. Most of the Company's Decision Support System contracts provide that
as the Company extracts data from the customer (as part of the process of
delivering a system to the customer), the data become part of the Company's data
base. The Company supplements its data base with data it purchases or licenses
from federal and state governments, trade groups and other industry sources. The
Company maintains more than a terabyte of live health care data, including data
from medical records, laboratory, pharmacy, imaging, outpatient clinics,
physician's offices, insurance claims, managed care encounters and point-of-care
member patient surveys.
The Company's data base resides in a relational data base structure that
utilizes a network of large Sun Microsystems servers. The Company believes that
its current software and hardware platforms are scaleable and provide it with a
cost and flexibility advantage. The Company has made a significant investment in
an open-network architecture which links its several geographical locations and
provides customers with leased-line and dial-up access. The Company supports
most of the major relational data base platforms, such as Informix, Oracle, DB2,
Sybase and SQL Server.
The Company has personnel drawn from several key health care disciplines
(e.g., pharmacists, clinical nurses and medical technologists) who are
responsible for the auditing, editing and standardizing of its data base, as
well as the upgrading and maintaining of its core methodologies. The Company
believes that its data base provides more clinical detail and better outcomes
measurement capabilities than competitive systems. Furthermore, the detailed
medical content of the data and HCIA's experience in collecting and
standardizing this information provide additional competitive advantages.
The acquisitions of the CHAMP and Response data bases have significantly
expanded the Company's outpatient and episode-of-care capabilities. The
acquisition of LBA should significantly expand the Company's ICCS-level data
base through the addition of detailed clinical data from approximately 250
providers and provider groups which are LBA customers. As a result of
acquisitions and its internal growth, the Company believes that it has built one
of the largest and most sophisticated collections of integrated clinical,
financial and labor/productivity data in the health care industry.
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<PAGE>
ICCS SYSTEM.TM The Company holds a perpetual and exclusive license to the
ICCS SystemTM, subject only to the Company's obligation to use all commercially
reasonable efforts to maintain and upgrade the system. The ICCS SystemTM assigns
a discrete and clinically detailed 12-digit code to every product and service
consumed in the treatment of patients. The Company believes that the ICCS
SystemTM is the health care industry's most widely implemented uniform
classification system for tracking and measuring the use of medical resources
(e.g., drugs, devices, laboratory tests, blood units, diagnostic imaging and
clinical services) across health care providers. The ICCS SystemTM allows for
the standardization and comparison of detailed clinical data, regardless of the
original source of the data (e.g., medical records, insurance claims, laboratory
or pharmacy systems). As of December 31, 1995, there were more than 69,600
separate ICCS codes, and, during the 12 months ended December 31, 1995, more
than 4,100 new codes were added to the ICCS SystemTM.
The ICCS SystemTM is used by the Company to create the most clinically
detailed portion of its data base. The Company develops a set of proprietary
software interfaces with each customer who is a supplier of such data. The
interfaces are built by a series of proprietary "data-mapping" applications that
incorporate the ICCS SystemTM and a series of algorithms that allow the mapping
applications to "learn" each time a new clinical item is encountered. In doing
so, the applications are able to automatically standardize more data each time a
new interface is created. As the volume of ICCS-level data entering the data
base expands, the efficiency of the interface-creation process increases. In
1990, the Company typically required more than six months to create an interface
to extract ICCS-level data. With more than 175 interfaces created to date, the
typical interface creation process has been reduced to less than six weeks.
Set forth below is an illustration of the application of the ICCS SystemTM
to the delivery of a common anti-infective drug.
<TABLE>
<S> <C> <C>
ICCS Code ICCS Structure Example
- ------------------------------------------------------------------------------------------
4 Service Type Pharmacy
41 General Therapeutic Category Anti-infective
412 Specific Therapeutic Category Cephalosporin
412020 Generic Drug Type Cefazolin
412020.2 Route of Administration Parenteral
412020.232 Dosage Form IV Piggy Back
412020.23279 Dosage Strength 500
412020.232792 Dosage Unit Milligrams
</TABLE>
SOLESOURCE.TM SoleSourceTM is the Company's workstation that provides
customers with access to and analyses of information obtained with a Decision
Support System. SoleSourceTM utilizes Microsoft Foundation Classes Software and
accesses a variety of data base configurations, including Microsoft SQL Server,
Microsoft Access and Informix. As the Company has worked with a variety of
different health care organizations during the last several years (e.g.,
hospitals, managed care organizations and pharmaceutical companies), it has
developed an extensive library of proprietary health care data base
applications. In addition, as a result of the CHAMP, Response and LBA
acquisitions, the Company has recently expanded, and will continue to expand,
the scope of its data base applications. Depending on the customer, the size of
the data base and the sophistication of the Decision Support System, the Company
licenses various SoleSourceTM applications to customers as part of a Decision
Support System.
CLINICAL IMPROVEMENT METHODOLOGY AND MANAGEMENT. In addition to providing
data bases and application software, the Company, utilizing proprietary
methodologies, assists customers with the implementation of clinical solutions.
The Company's knowledge-based clinical improvement methodologies allow HCIA to
leverage its ICCS-level information and enable clients to realize improved
clinical outcomes and lower costs through
24
<PAGE>
the modification of medical and behavioral practice patterns. The Company's
methodologies link the costs, quality, utilization and outcomes of medical
services delivered to patients in various clinical settings and focus on
episodes of illness that offer the greatest opportunity for improving outcomes
and reducing costs.
As a result of the LBA acquisition, the Company will significantly expand
its clinical improvement methodologies and implementation management
capabilities. The Company also intends to integrate LBA's data bases,
methodologies and staff with HCIA's, creating additional leverage from its
ICCS-level data base and SoleSourceTM delivery platform. LBA's VALUE ENHANCEMENT
systems utilize data base analyses, clinical improvement methodologies and an
implementation management team of approximately 50 people to assist customers in
reducing clinical resource consumption and improving outcomes in major
specialties, including:
<TABLE>
<S> <C>
(Bullet) invasive cardiovascular (Bullet) vascular
(Bullet) orthopaedics (Bullet) neurosciences
(Bullet) oncology (Bullet) pulmonary
(Bullet) medical cardiology (Bullet) women's services
</TABLE>
In addition to its VALUE ENHANCEMENT systems, LBA assists hospitals in
obtaining Center of Excellence designation by HCFA. Center of Excellence
designation by HCFA conveys select medical status to high volume, premier
facilities in the practice areas of cardiology and orthopaedics. LBA's Centers
of Excellence program provides the necessary metrics, methodologies and data
bases to assist hospitals in achieving Center of Excellence designation for
specific clinical practice areas. The Company intends to enhance LBA's Centers
of Excellence program following the acquisition and believes that it will be
uniquely positioned to work with hospitals in motivating physicians and other
clinical practitioners to change behavior and achieve measurable improvements in
costs, outcomes, and clinical resource consumption -- the fundamental
requirements for Center of Excellence designation.
SYNDICATED PRODUCTS
Syndicated Products include publications and standardized databases which
are generally priced between $100 to $2,000, with certain Products priced up to
$25,000. The Products are developed from specific portions of the Company's data
base, and feature particular industry niches. Most Syndicated Products are sold
as annually renewable subscriptions or as multi-year contracts. Syndicated
Products range from data base directories (e.g., health care industry
professionals, nursing homes and managed care organizations) to more complex
analyses (e.g., cost and outcome summaries for each U.S. hospital).
HCIA also markets to managed care clients a number of more sophisticated
Syndicated Products containing national and regional normative data on length of
stay, costs and medical necessity. The Company markets these products directly
to managed care organizations, and through alliances with information systems
vendors, third-party administrators and other entities that process data streams
for managed care organizations and payors. These Syndicated Products generally
are used for utilization management, claims adjudication and actuarial
forecasting and generally result in annual revenue of $100,000 or more per
customer.
CUSTOMERS
The Company's customers include numerous health care industry participants
located throughout the United States and the United Kingdom, including major
provider and provider groups, managed care organizations, and pharmaceutical,
biotechnology and medical device companies. As of December 31, 1995, the Company
had more than 325 Decision Support System customers and more than 7,000
Syndicated Product customers. In 1994, one customer, Amgen Inc., accounted for
approximately 12% of the Company's revenue. In 1995, no single customer
accounted for 10% or more of the Company's revenue. HCIA's ten largest customers
accounted for approximately 29% and 36% of its revenue during 1994 and 1995,
respectively.
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SALES AND MARKETING
HCIA markets its information systems and products through a variety of
means that are designed to enhance its name recognition and facilitate the
marketing of additional systems and products to its customer base. The Company
utilizes a direct sales approach with the existing customer base to market its
Decision Support Systems. The Company's field sales force is highly specialized
and frequently draws on the Company's clinical implementation management team.
The field sales force seeks to present proposals in face-to-face meetings at the
executive level. In addition, HCIA has recently entered into agreements with
HBOC, Transition Systems and ActaMed, whereby the Company's Systems are marketed
through their respective sales forces.
The Company also approaches each of the major market constituencies through
the sale of lower-priced Syndicated Products. Many of these products, such as
the 100 TOP HOSPITALS study, are specifically designed to increase the
visibility of the Company as an industry-leading source of health care
information. The Company uses both telemarketing and direct-mail efforts in the
sales of its Syndicated Products.
HCIA continually seeks opportunities to create name recognition as a
leading provider of health care information. As part of this strategy, the
Company is widely quoted in the media, including publications such as THE WALL
STREET JOURNAL and MODERN HEALTHCARE, and its senior officers are frequently
asked to speak at industry conferences and serve on the editorial boards of
industry newsletters and publications.
COMPETITION
The Company believes that the principal competitive factors in the health
care information market are the breadth and quality of system and product
offerings, access to proprietary data, the proprietary nature of methodologies
and technical resources, price and the effectiveness of marketing and sales
efforts. In addition, the Company believes that the speed with which information
companies can anticipate and respond to the evolving health care industry
structure and identify information needs is an important competitive factor. The
Company believes that it competes favorably with respect to each of these
factors.
The market for health care information products and services is intensely
competitive. Competitors vary in size and in the scope and breadth of products
and services offered, and the Company competes for the sale of systems and
products and the resulting access to data with different companies in each of
its target markets. Many of the Company's competitors have significantly greater
financial, technical, product development and marketing resources than the
Company. Furthermore, other major information companies not presently offering
clinical health care information services may enter the markets in which the
Company competes.
The Company's potential competitors include specialty health care
information companies, health care information system and software vendors and
large data processing and information companies. Many of these competitors have
substantial installed customer bases in the health care industry and the ability
to fund significant product development and acquisition efforts.
INTELLECTUAL PROPERTY
HCIA considers its methodologies, computer software and data bases to be
proprietary. The Company seeks to protect its proprietary information through
confidentiality agreements with its employees. The Company's policy is to have
employees enter into confidentiality agreements containing provisions
prohibiting the disclosure of confidential information to anyone outside the
Company, requiring employees to acknowledge, and, if requested, assist in
confirming the Company's ownership of any new ideas, developments, discoveries
or inventions conceived during employment, and requiring assignment to the
Company of proprietary rights to such matters that are related to the Company's
business.
The Company also relies on a combination of trade secret, copyright and
trademark laws, contractual provisions in agreements with customers and
technical measures to protect its rights in various methodologies, systems and
products and data bases. The Company has not filed any patent applications or
copyright registration applications covering its software technology. Due to the
nature of its software applications, the Company believes that patent, trade
secret and copyright protection are less significant than the Company's ability
to further develop, enhance and modify its current systems and products.
26
<PAGE>
GOVERNMENT REGULATION
The FDA has promulgated a draft policy for the regulation of certain
computer products as medical devices. Although it is not possible to anticipate
the final form of the FDA's policy with regard to computer software, the Company
expects that, whether or not the draft policy is finalized, the FDA is likely to
become increasingly active in regulating computer software that is intended for
use in health care settings. The Company's products and product development
activities, therefore, could become subject to extensive regulation by the FDA.
The FDA regulates the introduction of new medical devices as well as activities
such as manufacturing, labeling and recordkeeping for such products. To the
extent that computer software is a medical device under FDA regulations or
policy, the Company would be required, depending on the product, to comply with
regulations, to (i) register and list the product with the FDA, (ii) notify the
FDA and demonstrate substantial equivalence to other products on the market
before marketing such products, or (iii) obtain FDA approval by demonstrating
safety and effectiveness before marketing a product. In addition, such products
would be subject to the FDA's general controls, including those relating to good
manufacturing practices and adverse experience reporting.
The process of obtaining clearance from the FDA can be costly and time
consuming, and there can be no assurance that, if required, such clearance
wouuld be granted for the Company's existing and future products on a timely
basis, if at all, or that FDA review will not include delays that would
adversely affect the Company's ability to market new products or to expand
permitted uses of existing products. The FDA could also limit or prevent the
manufacture or distribution of the Company's products and has the power to
require the recall of such products. FDA regulations depend heavily on
administrative and scientific interpretation, and there can be no assurance that
future interpretation made by the FDA or other regulatory bodies, with possible
prospective and retroactive effect, will not adversely affect the Company.
The confidentiality of patient records and the circumstances under which
such records may be released for inclusion in the Company's databases is subject
to substantial regulation by state governments. These state laws and regulations
govern both the disclosure and use of confidential patient medical record
information. Although compliance with these laws and regulations is principally
the responsibility of the hospital, physician or other health care provider
supplying the data to the Company, the Company's databases have been designed to
enable health care providers to comply with the confidentiality of state law.
The Company believes that its procedures comply with the laws and regulations
regarding the collection of patient data in substantially all jurisdictions.
However, additional legislation governing the dissemination of medical record
information has been proposed at both the state and federal level. This
legislation may require holders of such information to implement security
measures that may be of substantial cost to the Company. There can be no
assurance that changes to state or federal laws will not materially restrict the
ability of health care providers to submit information from patient records to
the Company.
EMPLOYEES
As of June 30, 1996, the Company had 588 employees, including 59 in sales
and marketing, 335 in health care data, 110 in technology and 84 in finance and
administration. None of the Company's employees are represented by a union or
other bargaining group. The Company believes its relationships with its
employees to be satisfactory. As of June 30, 1996, LBA had 162 employees, none
of whom are represented by a union or other bargaining group.
PROPERTIES
The Company's executive and corporate offices are located in Baltimore,
Maryland, in approximately 57,000 square feet of leased office space, under a
lease that expires on December 31, 2002, and which includes an option for an
additional term of up to five years. The Company also leases approximately
36,500 square feet of office space in Ann Arbor, Michigan, under a lease that
expires on March 31, 2000. The Company also maintains seven other offices in the
United States and three offices in Europe. LBA maintains corporate offices in
Denver, Colorado, in approximately 27,500 square feet of leased office space
under a lease that expires on September 30, 1998. The Company believes that its
facilities are adequate for its current operations.
27
<PAGE>
LITIGATION
The Company is a defendant from time to time in lawsuits incidental to its
business. The Company is not currently a party to, and none of its properties is
subject to, any material legal proceedings.
A current minority stockholder of HealthVISION has threatened suit in
connection with the purchase by HealthVISION in September 1995 of the assets of
the predecessor of LBA. The outcome of this matter cannot be predicted with
certainty at this time. In connection with the distribution by HealthVISION of
its assets and liabilities not associated with LBA, the assignee of such assets
and liabilities has agreed to indemnify and hold HealthVISION, LBA and HCIA
harmless from and against any liability associated with the potential claim.
Certain current stockholders of HealthVISION have guaranteed such indemnity.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
George D. Pillari............................... 33 Chairman of the Board, President and Chief
Executive Officer
Richard Dulude.................................. 63 Director
Richard A. Berman............................... 51 Director
W. Grant Gregory................................ 55 Director
Phillip B. Lassiter............................. 52 Director
Mark C. Rogers, M.D. ........................... 53 Director
Carl J. Schramm, Ph.D. ......................... 49 Director
Sachi J. Morishige.............................. 30 Senior Vice President and Chief Operating
Officer
Barry C. Offutt................................. 34 Senior Vice President and Chief Financial
Officer
Jean Chenoweth.................................. 49 Senior Vice President -- Industry Relations
</TABLE>
Mr. Pillari co-founded the Company in 1985, and has served as its Chief
Executive Officer since 1987, also serving as President from 1987 to April 1992
and since October 1992. He has served as Chairman of the Board since April 1992.
Mr. Dulude has been a director of the Company since December 1994. He
retired as Vice Chairman of Corning Incorporated in April 1993, having served in
that capacity since November 1990, and as Group President of Corning
Incorporated from 1983 to November 1990. Mr. Dulude is a director of AMBAC, AIC
and Raychem Corporation.
Mr. Berman has been a director of the Company since October 1995. He has
served as President of Manhattanville College in New York since January 1995.
From November 1991 to January 1995, he served as the President and Chief
Executive Officer of Howe-Lewis International, an executive search and
management consulting firm. Prior to that time, Mr. Berman held several
positions in educational institutions, government and the private sector,
including serving as Special Assistant to the U.S. Department of Health and
Human Services and as a health care practice leader at McKinsey & Company, a
management consulting firm.
Mr. Gregory has been a director of the Company since December 1994. He has
served as Chairman of Gregory & Hoenemeyer, Inc., merchant bankers, since 1988.
Mr. Gregory retired as Chairman of the Board of Touche Ross, Inc. in 1987. He is
a director of AMBAC, AIC, InaCom Corp. and Renaissance Hotel Group N.V.
Mr. Lassiter has been a director of the Company since October 1992. He has
served as Chairman and Chief Executive Officer of AMBAC and AIC since April
1991, and as President since August 1992. From 1969 to July 1991, Mr. Lassiter
served in various capacities with Citibank, N.A., including Deputy Section Head
for North American investment, corporate banking and institutional insurance
activities. He is a director of Diebold Inc.
28
<PAGE>
Dr. Rogers has been a director of the Company since January 1995. He was
appointed Senior Vice President, Corporate Development and Chief Technology
Officer of Perkin Elmer in May 1996. From 1992 until assuming his present
position, Dr. Rogers served as the Vice Chancellor for Health Affairs, Duke
University Medical Center, and the Executive Director and Chief Executive
Officer, Duke University Hospital and Health Network. From 1990 until 1992, Dr.
Rogers was Associate Dean for Clinical Affairs at The Johns Hopkins University
School of Medicine and, from 1980 until 1992, he also served as Professor and
Chairman of the Department of Anesthesiology and Critical Care Medicine at The
Johns Hopkins University School of Medicine.
Dr. Schramm has served as a director of the Company since January 1995. He
is presently serving as President of Greenspring Advisors, Inc., which provides
strategic, financial and other advice to businesses. From January 1993 to May
1995, Dr. Schramm served as Executive Vice President of Fortis, Inc., and from
May 1987 to December 1992, served as President of the Health Insurance
Association of America. He was Director of The Johns Hopkins Center for Hospital
Finance and Management from January 1980 to May 1987. Dr. Schramm co-founded the
Company in 1985, and served as an officer and director of the Company until
1988.
Ms. Morishige has been employed by the Company in various capacities since
its founding in 1985, and currently serves as Senior Vice President and Chief
Operating Officer.
Mr. Offutt served as a Vice President from April 1992 until September 1995,
when he was appointed Senior Vice President, and has served as Chief Financial
Officer since October 1992. He is a certified public accountant and was employed
by Arthur Andersen & Co. in various capacities from 1984 to March 1992.
Ms. Chenoweth served as Vice President -- Industry Relations from April
1992 until her appointment as Senior Vice President in September 1995. She
served in various senior management positions, including President, with HKR and
its predecessor from 1989 through April 1992.
Subsequent to the acquisition of LBA, the Company intends to appoint
Lawrence J. Byrne and Kevin J. Hicks, each of whom is currently an Executive
Vice President of HealthVISION, as Senior Vice Presidents of the Company. Mr.
Byrne founded LBA in 1978 and has served as its chief executive officer since
that time. Mr. Hicks has served as chief operating officer of LBA since 1993 and
served as Executive Vice President of LBA from 1990 to 1993.
EMPLOYMENT AGREEMENT
Effective as of January 1, 1995, the Company entered into an employment
agreement with Mr. Pillari pursuant to which the Company continued his
employment as Chairman of the Board, President and Chief Executive Officer.
Pursuant to the employment agreement, Mr. Pillari receives an annual base salary
of $265,000 and is entitled to participate in bonus arrangements under which he
is eligible to earn an annual bonus based on the Company's achieving certain
performance goals to be established by the Board of Directors. The employment
agreement has an initial term of two years, and unless the Board of Directors
notifies Mr. Pillari otherwise, the term of the agreement automatically renews
daily for succeeding two year periods.
The employment agreement provides that in the event of the termination of
Mr. Pillari's employment for certain reasons, including certain terminations
resulting from a change in control of the Company (as defined in the employment
agreement), Mr. Pillari would be entitled to receive for the remainder of the
employment term contemplated in the agreement, compensation at an annualized
rate equal to the sum of his base annual salary and target bonus at the time of
termination (such sum being not less than 140% of such base annual salary). In
addition, he would continue to participate in all Company benefit plans until
the earlier of two years from the date of termination or such time as he is
covered by a comparable plan of a subsequent employer. Mr. Pillari is also
subject to certain restrictions under the agreement prohibiting him from
competing with the Company or any of its subsidiaries and from divulging any
confidential proprietary information obtained by him while in the employ of the
Company and for a period of time thereafter.
MANAGEMENT RETENTION AGREEMENTS
The Company has entered into a management retention agreement with each of
its officers (other than Mr. Pillari). These agreements provide for payments and
other benefits if there is a change in control (as defined in
29
<PAGE>
the agreement) of the Company and, within two years of such change in control,
the officer's employment is terminated by the Company or its successor other
than for cause (as defined in the agreement), or the officer resigns for good
reason (as defined in the agreement). Under each agreement, the officer would
receive, following termination of employment under such circumstances, cash
payments equal to two times the sum of (i) the officer's highest annual rate of
base salary, and (ii) the product of the officer's highest bonus percentage (as
a percentage of base salary) times his highest base salary (such sum being the
"Reference Amount"). The officer may elect to receive payment of one times the
Reference Amount either in a lump sum or in the form of periodic payments
following his termination of employment. Amounts in excess of one times the
Reference Amount will be made in the form of periodic payments, and will be
subject to reduction, on a dollar-for-dollar basis, by any compensation the
officer earns from a subsequent employer unrelated to the Company.
In addition to the payments described above, the officer would be fully
vested in all stock options and other Awards under the HCIA 1994 Stock and
Incentive Plan (the "Stock Option Plan") upon a change in control and would
receive following termination of employment a lump-sum payment equal to the
amount that the Company would have contributed for the officer's account under
the Company's Savings Incentive Plan during the two years following termination
of employment. The officer and his family will remain eligible to participate in
the Company's medical and other welfare benefits programs for two years from the
officer's termination of employment (except that coverage will end to the extent
the officer begins coverage under the plans of a subsequent employer).
STOCK OPTIONS
NON-PLAN OPTIONS. The Company has granted non-qualified options (the
"Options"), pursuant to individual stock option award agreements, to certain of
its past and present employees (the "optionees") to purchase shares of the
Company's Common Stock. Options were granted in December 1992, and in February,
April and October 1994 (collectively the "Options"). The Options granted in
October 1994 expire on October 21, 2004. The remainder of the Options expire on
July 1, 2000.
The Options have exercise prices ranging from $6.00 to $10.50 per share.
With respect to the Options granted in December 1992 and February and April
1994, 50% of the shares of Common Stock may be exercised on or after February
22, 1996 and the balance of the Options may be exercised on or after February
22, 1997. The Options granted in October 1994 become exercisable upon their
vesting, which is over a three-year period which commenced in October 1995.
Under the Options, if the optionee's employment with the Company terminates for
any reason other than death or permanent disability (as defined in the option
agreement), the Option shares not vested are forfeited. If the optionee's
employment terminates by reason of death or permanent disability prior to the
vesting of an Option, the Option is fully vested as of the date of death or
termination due to permanent disability. The Options granted in October 1994
also vest in full if the optionee's employment terminates due to retirement.
The Company's Chief Executive Officer was granted, in connection with the
Company's initial public offering, a non-plan option to purchase 160,000 shares
of Common Stock at an exercise price equal to the initial public offering price
of $14.00 per share. This option is exercisable in full and will expire on
February 22, 2000.
STOCK OPTION PLAN. The Company's Stock Option Plan was approved by the
Board of Directors on December 22, 1994 and thereafter by the Company's
stockholders. At the Company's 1996 Annual Meeting of Stockholders, to be held
on August 7, 1996, the stockholders of the Company will consider an amendment to
the Stock Option Plan to increase the number of shares available for awards to
1,350,000 shares. The Stock Option Plan provides for the grant or award of stock
options, stock appreciation rights, restricted stock, restricted stock units and
other performance awards which may or may not be denominated in shares of Common
Stock or other securities (collectively, the "Awards"). Stock options granted
under the Stock Option Plan may be either incentive stock options or
non-qualified options. The purpose of the Stock Option Plan is to attract and
retain outstanding employees through the incentives of stock ownership and
monetary payments. Any regular full-time employee of the Company, including
officers but excluding directors who are not officers, is eligible to receive
awards.
30
<PAGE>
The Stock Option Plan is administered by the Compensation Committee.
Subject to the provisions of the Stock Option Plan, the Compensation Committee
has the authority to designate participants, determine the types of Awards to be
granted, the number of shares to be covered by each Award, the time at which
each Award is exercisable or may be settled, the method of payment and any other
terms and conditions of the Awards. All Awards shall be evidenced by an Award
Agreement between the Company and the participant.
While the Compensation Committee determines the prices at which options and
other Awards may be exercised under the Stock Option Plan, the exercise price of
an option shall be at least 100% of the fair market value (as determined under
the terms of the Stock Option Plan) of a share of Common Stock on the date of
grant. The aggregate number of shares of Common Stock available for awards under
the Plan is currently 450,000 and will increase to 1,350,000 if the plan
amendment is approved by stockholders. No Awards may be made under the Stock
Option Plan after December 31, 2004.
DIRECTORS OPTION PLAN. Under the HCIA 1995 Non-Employee Directors Stock
Option Plan (the "Directors Option Plan"), each director who is not an officer
or employee of the Company or its affiliates (an "outside director") is
initially granted an option to purchase 4,500 shares of Common Stock at an
exercise price equal to the fair market value of the Common Stock at the time of
grant. In addition, each current outside director, and each person who is
subsequently elected as an outside director, will be granted an option at each
annual meeting of stockholders to purchase 1,500 shares of Common Stock at an
exercise price equal to the fair market value on the date of grant. A total of
100,000 shares of Common Stock are currently available for awards under the
Plan. At the Company's 1996 Annual Meeting of Stockholders, the stockholders of
the Company will consider amendments to the Directors Option Plan to increase
the number of shares available for award to 200,000 shares, the award for a
newly elected or appointed outside director to 5,000 shares, and the annual
option award for each outside director to 5,000 shares.
31
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth as of July 26, 1996, assuming the completion
of the LBA acquisition and the issuance of the Common Stock pursuant thereto,
and as adjusted to reflect the sale of shares by the Company and the Selling
Stockholders, certain information with respect to the beneficial ownership of
the Common Stock by: (i) each of the Selling Stockholders; (ii) each person
known by the Company to beneficially own more than 5% of the Common Stock; (iii)
each director and executive officer of the Company; and (iv) all directors and
executive officers of the Company as a group. The Company believes that the
beneficial owners of the Common Stock listed below, based on information
furnished by such owners, have sole voting and investment power with respect to
such shares, except as noted below:
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THE OFFERING(1) THE OFFERING(1)(2)
------------------- SHARES ------------------
NUMBER PERCENT OFFERED NUMBER PERCENT
--------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Warburg, Pincus Investors, L.P. (3)......................... 221,547 2.3% 199,393 22,154 *%
United HealthCare Management Company (4).................... 17,106 * 7,698 9,408 *
HLM Partners V, L.P. (5).................................... 4,268 * 1,921 2,347 *
HLM Partners VII, L.P. (5).................................. 17,075 * 7,684 9,391 *
George D. Pillari(6)........................................ 386,600 3.9 -- 386,600 3.2
Lawrence J. Byrne (7)....................................... 116,482 1.2 -- 116,482 1.0
Kevin J. Hicks (8).......................................... 116,482 1.2 -- 116,482 1.0
Sachi J. Morishige(9)....................................... 48,694 * -- 48,694 *
Barry C. Offutt(9).......................................... 13,915 * -- 13,915 *
Jean Chenoweth(9)........................................... 12,110 * -- 12,110 *
Richard Dulude(10).......................................... 3,250 * -- 3,250 *
Richard Berman.............................................. -- -- -- -- --
W. Grant Gregory(10)(11).................................... 12,250 * -- 12,250 *
Phillip B. Lassiter......................................... 2,000 * -- 2,000 *
Mark C. Rogers, M.D.(10).................................... 2,250 * -- 2,250 *
Carl J. Schramm, Ph.D.(10).................................. 2,250 * -- 2,250 *
FMR Corp(12)................................................ 981,100 10.0 -- 981,100 8.3
Essex Investment Management Company(13)..................... 607,785 6.2 -- 607,785 5.2
All directors and executive officers as a group (12
persons)(14).............................................. 716,283 7.2% -- 716,283 6.0%
</TABLE>
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission and includes voting or investment power with respect to the
shares. Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of July 26, 1996 are deemed outstanding for
computing the percentage of the person holding such options, but are not
deemed outstanding for computing the percentage of any other person.
(2) Assumes no exercise of the 30-day option to purchase up to 332,505 shares
of Common Stock solely to cover over-allotments, if any, granted by the
Company to the Underwriters.
(3) The sole general partner of Warburg, Pincus Investors, L.P. ("WP
Investors") is Warburg, Pincus & Co., a New York general partnership
("WP"). E.M. Warburg, Pincus & Company, a New York general partnership
manages WP Investors. WP has a 20% interest in the profits of WP Investors
and, through its wholly owned subsidiary, E.M. Warburg, Pincus & Co., Inc.
owns 1.13% of the limited partnership interests in WP Investors. The
address of WP Investors is 466 Lexington Avenue, New York, New York 10017.
(4) The address of United HealthCare Management Company is 9900 Bren Road,
East, Minnetonka, Minnesota 55343.
(5) The address of HLM Partners is 222 Berkeley Street, Suite 2150, Boston, MA
02116.
(6) Includes (i) 226,150 shares as to which Mr. Pillari shares beneficial
ownership with his wife, (ii) 450 shares held as custodian, and (iii) a
currently exercisable option to acquire 160,000 shares of Common Stock.
(7) Currently the chief executive officer of LBA. After the completion of the
LBA acquisition, Mr. Byrne will be appointed as a Senior Vice President of
the Company.
(8) Currently the chief operating officer of LBA. After the completion of the
LBA acquisition, Mr. Hicks will be appointed as a Senior Vice President of
the Company.
(9) Includes 44,444, 10,110, and 13,165 shares subject to options held by Sachi
J. Morishige, Jean Chenoweth and Barry C. Offutt, respectively.
(10) Includes 2,250 shares subject to options under the Directors Option Plan.
(11) Includes 4,000 shares owned through a partnership of which Mr. Gregory is a
partner.
32
<PAGE>
(12) Based on a Schedule 13G filed by the listed entity on behalf of itself and
certain affiliates. According to the Schedule 13G, there is sole
dispositive power with respect to all shares and neither sole nor shared
voting power with respect to any such shares. The address of FMR Corp is 85
Devonshire Street, Boston, Massachusetts 02109.
(13) Based on a Schedule 13G filed by the listed entity. According to the
Schedule 13G, there is sole dispositive power as to all such shares and
sole voting power as to 426,905 shares. The address of Essex Investment
Management Company is 125 High Street, Boston, Massachusetts 02110.
(14) Includes 236,719 shares subject to options held by all directors and
executive officers as a group.
33
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), among the Company, the Selling Stockholders and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons
Incorporated, Hambrecht & Quist LLC, Montgomery Securities and Robertson,
Stephens & Company LLC (the "Underwriters"), the Company and the Selling
Stockholders have agreed to sell to each of the Underwriters, and each of the
Underwriters has severally agreed to purchase from the Company and the Selling
Stockholders, the number of shares of Common Stock set forth opposite its name
below. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the shares of Common Stock
offered hereby if any of such shares are purchased.
<TABLE>
<S> <C>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.........................................................
Alex. Brown & Sons Incorporated..................................................
Hambrecht & Quist LLC............................................................
Montgomery Securities............................................................
Robertson, Stephens & Company LLC................................................
Total................................................................ 2,216,696
=========
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the shares of Common Stock to the public at the public offering price set
forth on the cover page of this Prospectus, and to certain dealers at such price
less a concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per share to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
34
<PAGE>
The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 332,505
additional shares of Common Stock at the public offering price set forth on the
cover page of this Prospectus, less the underwriting discount. The Underwriters
may exercise this option only to cover over-allotments, if any, made on the sale
of the shares of Common Stock offered hereby. If the Underwriters exercise this
option, each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage thereof which the
number of shares of Common Stock to be purchased by it shown in the foregoing
table is of the 2,216,696 shares initially offered hereby.
The Company and certain officers of the Company and HealthVISION have
agreed not to offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, or file or cause to be filed a registration statement under the
Securities Act with respect to, any shares of Common Stock, securities
convertible into, exchangeable for or repayable with such shares or rights or
warrants to acquire such shares, for a period of 90 days after the date of this
Prospectus without the prior written consent of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, except that the Company may, without such consent, grant
options pursuant to the Stock Option Plan and the Directors Option Plan or issue
shares of Common Stock upon exercise of options currently outstanding, or issue,
or file registration statements with respect to, up to a specified number of
shares of Common Stock in connection with acquisitions under certain
circumstances.
In connection with the Offering, certain Underwriters (and selling group
members, if any) may engage in passive market making transactions in the Common
Stock on NASDAQ in accordance with Rule 10b-6A under the Exchange Act. Rule
10b-6A permits, upon satisfaction of certain conditions, underwriters and
selling group members participating in a distribution that are also NASDAQ
market makers in the security being distributed to engage in limited market
making transactions during the period when Rule 10b-6 under the Exchange Act
would otherwise prohibit such activity. Rule 10b-6A prohibits underwriters and
selling group members engaged in passive market making, generally, from entering
a bid or effecting a purchase at a price that exceeds the highest bid for those
securities displayed on NASDAQ by a market maker that is not participating in
the distribution. Under Rule 10b-6A, each underwriter or selling group member
engaged in passive market making is subject to a daily net purchase limitation
equal to 30% of such entity's average daily trading volume during the two full
consecutive calendar months immediately preceding the date of the filing of the
registration statement under the Securities Act pertaining to the security to be
distributed.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make in respect thereof.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company and Selling Stockholders by Whiteford, Taylor & Preston L.L.P.,
Baltimore, Maryland. Certain legal matters in connection with the Offering will
be passed upon for the Underwriters by Brown & Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and 1995, and for each of the years in the three-year period ended December
31, 1995 included herein and in the Registration Statement of which this
Prospectus is a part, and the financial statements of Datis Corporation as of
March 31, 1993 and for the year ended March 31, 1993 and the financial
statements of William M. Mercer, Incorporated National Health Analysis Unit as
of December 31, 1994 and September 30, 1995 and for the years ended December 31,
1993 and 1994 and the nine months ended September 30, 1995 incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K dated July
22, 1996, have been included herein and incorporated by reference in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein or incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
35
<PAGE>
The report by KPMG Peat Marwick LLP covering the consolidated financial
statements of the Company noted above refers to the adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes."
The combined balance sheet of LBA Health Care Management, Inc. and
Healthcare Data Source, Inc. (collectively, the "Predecessor Business") as of
December 31, 1994 and the combined statements of operations and retained
earnings and cash flows for the Predecessor Business for each of the years ended
December 31, 1993 and 1994 and for the period from January 1, 1995 through
September 27, 1995, the balance sheet of LBA Health Care Management, Inc. as of
December 31, 1995 and the statements of operations and retained earnings and
cash flows of LBA Health Care Management, Inc. for the period from September 28,
1995 through December 31, 1995 and the consolidated balance sheet of
HealthVISION, Inc. as of December 31, 1994 and 1995 and the consolidated
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1995 and for the period February 2, 1994 (inception) through
December 31, 1994 appearing in this Prospectus and Registration Statement, or
incorporated in this Prospectus and Registration Statement by reference to the
Company's Current Report on Form 8-K dated July 22, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement or incorporated in
this Prospectus and Registration Statement by reference to the Company's
Current Report on Form 8-K dated July 22, 1996, and are included
in reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
The financial statements of Datis Corporation as of May 31, 1993 and 1994
and for the year ended May 31, 1994 and the two months ended May 31, 1993
incorporated in this Prospectus by reference to the Form 8-K of HCIA Inc. dated
July 22, 1996 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). The reports and other
information filed by the Company with the Commission in accordance with the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at Seven World Trade Center, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission at its principal office in
Washington, D.C. at prescribed rates. Such reports, proxy statements and other
information concerning the Company can be inspected at the offices of NASDAQ at
1735 K Street, N.W., Washington, D.C. 20006. The Commission maintains a Web site
at http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement, omits certain of the information contained in the
Registration Statement and the exhibits and schedules thereto on file with the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission thereunder. The Registration Statement, including exhibits and
schedules thereto, may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily complete
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
36
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by the Company with
the Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1995, as
amended by the Form 10-K/A filed on April 30, 1996.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(3) Current Report on Form 8-K filed on July 19, 1996.
(4) The description of the Common Stock contained in the Company's
Registration Statement under the Exchange Act on Form 8-A filed on
January 13, 1995.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the Offering shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the filing date of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Subject to the foregoing, all information appearing in this Prospectus is
qualified in its entirety by the information appearing in the documents
incorporated herein by reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON WRITTEN OR ORAL
REQUEST, AT NO CHARGE, FROM THE COMPANY. REQUESTS SHOULD BE DIRECTED TO THE
COMPANY, 300 EAST LOMBARD STREET, BALTIMORE, MARYLAND 21202, ATTENTION: BARRY C.
OFFUTT, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
37
<PAGE>
HCIA INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Consolidated Financial Statements of HCIA Inc.:
Independent Auditors' Report............................................................................. F-2
Consolidated Balance Sheets (December 31, 1994 and 1995)................................................. F-3
Consolidated Statements of Operations (Years Ended December 31, 1993, 1994 and 1995)..................... F-4
Consolidated Statements of Changes in Stockholders' Equity (Years Ended December 31, 1993, 1994 and
1995)................................................................................................. F-5
Consolidated Statements of Cash Flows (Years Ended December 31, 1993, 1994 and 1995)..................... F-6
Notes to Consolidated Financial Statements (December 31, 1993, 1994 and 1995)............................ F-7
Unaudited Consolidated Financial Statements of HCIA Inc.:
Consolidated Balance Sheets (December 31, 1995 and March 31, 1996)....................................... F-18
Consolidated Statements of Operations (Three Months Ended March 31, 1995 and 1996)....................... F-19
Consolidated Statement of Changes in Stockholders' Equity (Year Ended December 31, 1995 and Three Months
<PAGE>
Ended March 31, 1996)................................................................................. F-20
Consolidated Statements of Cash Flows (Three Months Ended March 31, 1995 and 1996)....................... F-21
Notes to Unaudited Consolidated Financial Statements..................................................... F-22
Financial Statements of LBA Health Care Management, Inc.:
Report of Independent Auditors........................................................................... F-23
Balance Sheets (December 31, 1994 and 1995).............................................................. F-24
Statements of Operations and Retained Earnings (Years Ended December 31, 1993 and 1994, Period from
January 1, 1995 through September 27, 1995, and Period from September 28, 1995 through December 31,
1995)................................................................................................. F-25
Statements of Cash Flows (Years Ended December 31, 1993 and 1994, Period from January 1, 1995 through
September 27, 1995, and Period from September 28, 1995 through December 31, 1995)..................... F-26
Notes to Financial Statements............................................................................ F-27
Unaudited Financial Statements of LBA Health Care Management, Inc.:
Balance Sheet (March 31, 1996)........................................................................... F-34
Statements of Operations and Retained Earnings (Three Months Ended March 31, 1995 and 1996).............. F-35
Statements of Cash Flows (Three Months Ended March 31, 1995 and 1996).................................... F-36
Notes to Unaudited Financial Statements.................................................................. F-37
Pro Forma Financial Statements:
Unaudited Pro Forma Financial Information................................................................ F-38
Unaudited Pro Forma Balance Sheet (December 31, 1995)................................................... F-39
Unaudited Pro Forma Balance Sheet (March 31, 1996)....................................................... F-40
Unaudited Pro Forma Statement of Operations (Year Ended December 31, 1995)............................... F-41
Unaudited Pro Forma Statement of Operations (Three Months Ended March 31, 1996).......................... F-42
Notes to Unaudited Pro Forma Financial Statements........................................................ F-43
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
HCIA Inc.:
We have audited the accompanying consolidated balance sheets of HCIA Inc.
and subsidiaries as of December 31, 1994 and 1995, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of HCIA Inc.
and subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995 in conformity with generally accepted accounting
principles.
As discussed in Notes 2 and 8 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1993 to adopt the
provisions of the Financial Accounting Standard Board's Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
KPMG PEAT MARWICK LLP
Baltimore, Maryland
January 19, 1996
F-2
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................................ $ 696 $ 3,190
Short-term investments................................................................... -- 23,280
Trade accounts receivable, net of allowance for doubtful accounts of $359 in 1994 and
$454 in 1995.......................................................................... 8,607 16,623
Prepaid expenses......................................................................... 924 2,236
----- ------
Total current assets................................................................ 10,227 45,329
Furniture and equipment, net (notes 2 and 3)............................................... 3,896 6,576
Computer software costs, net (note 2)...................................................... 6,031 11,012
Other intangible assets, net (note 4)...................................................... 19,025 42,338
Net deferred tax asset (note 8)............................................................ -- 3,090
Note receivable from related party (note 1)................................................ 1,551 --
Other...................................................................................... 135 56
----- -----
Total assets........................................................................ $40,865 $108,401
======= ========
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................................... $ 605 $ 732
Accrued salaries, benefits and other liabilities (note 5)................................ 2,521 4,222
Capital lease obligations (note 6)....................................................... 102 174
Notes payable (note 1)................................................................... -- 2,265
Income taxes payable (note 8)............................................................ 125 1,098
Deferred revenue......................................................................... 1,254 1,167
----- -----
Total current liabilities........................................................... 4,607 9,658
Net deferred tax liability (note 8)........................................................ 535 --
Notes payable (note 1)..................................................................... -- 699
Amounts due to related party (note 11)..................................................... 1,300 --
----- ------
Total liabilities................................................................... 6,442 10,357
----- ------
Minority interest (note 2)................................................................. 52 --
----- ------
Stockholders' equity (note 10):
Preferred stock -- $0.01 par value; authorized 500,000 shares; no shares issued and
outstanding in 1994 and 1995.......................................................... -- --
Common stock -- $.01 par value; authorized 15,000,000 shares; issued and outstanding
5,437,005 as of December 31, 1994 and 8,955,932 as of December 31, 1995............... 54 90
Additional paid-in capital............................................................... 36,876 102,882
Accumulated deficit...................................................................... (2,548) (4,953)
Cumulative unrealized appreciation of short-term investments............................. -- 44
Cumulative effect of currency translation adjustment..................................... (11) (19)
------- -------
Total stockholders' equity.......................................................... 34,371 98,044
------- -------
Total liabilities, minority interest and stockholders' equity....................... $40,865 $108,401
======= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Revenue.......................................................................... $28,111 $30,711 $48,015
Salaries, wages and benefits..................................................... 14,168 15,457 21,932
Other operating expenses......................................................... 7,884 8,538 11,841
Provision for doubtful accounts.................................................. 727 87 214
Depreciation..................................................................... 654 957 1,619
Amortization..................................................................... 3,941 3,869 5,245
Write-off of acquired in-process research and development costs (note 1)......... -- -- 12,152
------- ------ -------
Operating income (loss)........................................................ 737 1,803 (4,988)
Interest income.................................................................. -- 111 1,290
Interest expense on related party borrowings (note 11)........................... (72) (110) (83)
Interest expense on capital leases............................................... (39) (21) (104)
------- ------ -------
Income (loss) before income taxes, minority interest in loss (income) of
consolidated subsidiaries and cumulative effect of change in accounting for
income taxes................................................................ 626 1,783 (3,885)
Benefit (provision) for income taxes (note 8).................................... (362) (759) 1,554
Minority interest in loss (income) of consolidated subsidiaries (note 2)......... 90 (3) (74)
------- -------- -------
Income (loss) before cumulative effect of change in accounting for income
taxes....................................................................... 354 1,021 (2,405)
Cumulative effect of change in accounting for income taxes....................... (142) -- --
------- -------- -------
Net income (loss).............................................................. $ 212 $ 1,021 $(2,405)
======== ======== ========
Net income (loss) per share (note 2)............................................. $ 0.19 $ (0.31)
======== ========
Shares used in per share calculation (note 2).................................... 5,518 7,733
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
F-4
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
CUMULATIVE CUMULATIVE
UNREALIZED EFFECT OF
PREFERRED PREFERRED PREFERRED TOTAL ADDITIONAL APPRECIATION OF CURRENCY
STOCK STOCK STOCK PREFERRED COMMON PAID-IN ACCUMULATED SHORT-TERM TRANSLATION
SERIES A SERIES B SERIES C STOCK STOCK CAPITAL DEFICIT INVESTMENTS ADJUSTMENT
-------- -------- -------- --------- ------ --------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1,
1993.......... $ 10,662 $ 2,500 $ 6,400 $ 19,562 $ 30 $ 10,627 $(1,367) $ -- $ 55
Capital
contributions... -- -- -- -- -- 605 -- -- --
Tax benefit
from exercise
of employee
stock
options....... -- -- -- -- -- 87 -- -- --
Issuance of
preferred
stock......... -- 3,000 -- 3,000 -- -- -- -- --
Net income..... -- -- -- -- -- -- 212 -- --
Effect of
currency
translation
adjustment.... -- -- -- -- -- -- -- -- (49)
------- ------ ------ -------- --- ------- -------- ----- ------
BALANCE AT
DECEMBER 31,
1993.......... 10,662 5,500 6,400 22,562 30 11,319 (1,155) -- 6
------- ------ ------ ------- --- ------ -------- ----- ------
Capital
contributions... -- -- -- -- -- 605 -- -- --
Conversion of
preferred
stock......... (10,662 ) (5,500) (6,400) (22,562 ) 24 24,952 (2,414) -- --
Net income..... -- -- -- -- -- -- 1,021 -- --
Effect of
currency
translation
adjustment.... -- -- -- -- -- -- -- -- (17)
------- ------- ------- ------- ------- ------- ------- ------- -------
BALANCE AT
DECEMBER 31,
1994.......... -- -- -- -- 54 36,876 (2,548) -- (11)
------- ------- ------- ------- ------- ------- ------- ------- -------
Sale of common
stock to the
public........ -- -- -- -- 36 66,006 -- -- --
Net loss....... -- -- -- -- -- -- (2,405) -- --
Effect of
currency
translation
adjustment.... -- -- -- -- -- -- -- -- (8)
Unrealized
appreciation
of short-term
investments... -- -- -- -- -- -- -- 44 --
------ ------ ------ ------ ------ ------ ------ ------ ------
BALANCE AT
DECEMBER 31,
1995.......... $ -- $ -- $ -- $ -- $ 90 $102,882 $(4,953) $ 44 $ (19)
========= ========= ========= ========= ========= ======== ======== ======== ========
<CAPTION>
TOTAL
STOCKHOLDERS'
EQUITY
------------
<S> <C>
BALANCE AT
JANUARY 1,
1993.......... $28,907
Capital
contributions. 605
Tax benefit
from exercise
of employee
stock
options....... 87
Issuance of
preferred
stock......... 3,000
Net income..... 212
Effect of
currency
translation
adjustment.... (49)
-------
BALANCE AT
DECEMBER 31,
1993.......... 32,762
------
Capital
contributions. 605
Conversion of
preferred
stock......... --
Net income..... 1,021
Effect of
currency
translation
adjustment.... (17)
------
BALANCE AT
DECEMBER 31,
1994.......... 34,371
-------
Sale of common
stock to the
public........ 66,042
Net loss....... (2,405)
Effect of
currency
translation
adjustment.... (8)
Unrealized
appreciation
of short-term
investments... 44
------
BALANCE AT
DECEMBER 31,
1995.......... $98,044
========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).............................................................. $ 212 $ 1,021 $ (2,405)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization............................................... 4,595 4,826 6,864
Write-off of acquired in-process research and development costs............. -- -- 12,152
Deferred tax provision...................................................... 876 (338) (3,625)
Provision for doubtful accounts............................................. 727 87 214
Changes in operating assets and liabilities:
Accounts receivable....................................................... (2,120) (436) (7,292)
Income taxes receivable/payable........................................... (315) 1,097 973
Prepaid expenses.......................................................... (377) (234) (1,505)
Accounts payable.......................................................... (645) (853) 215
Accrued salaries, benefits and other liabilities.......................... (811) (771) (816)
Deferred revenue.......................................................... 322 40 (1,714)
Minority interest......................................................... (90) 3 75
------- ------- -------
Net cash provided by operating activities.............................. 2,374 4,442 3,136
------- ------- -------
Cash flows from investing activities:
Purchases of furniture and equipment........................................... (2,000) (1,568) (3,145)
Cost of acquisitions, net of cash acquired..................................... (148) -- (35,271)
Computer software costs purchased or capitalized............................... (2,236) (2,603) (6,151)
Other intangible assets purchased or capitalized............................... (1,103) (779) (716)
Purchases of short-term investments............................................ -- -- (69,312)
Sales of short-term investments................................................ -- -- 46,077
Payments on note receivable.................................................... -- 108 1,551
Other.......................................................................... -- (40) 104
------ ------ --------
Net cash used in investing activities..................................... (5,487) (4,882) (66,863)
----- ----- ------
Cash flows from financing activities:
Proceeds from issuance of preferred stock...................................... 3,000 -- --
Proceeds from capital contributions............................................ 692 605 --
Proceeds from public offerings................................................. -- -- 66,042
Borrowings from related party.................................................. 2,925 1,400 2,915
Repayments of related party borrowings......................................... (2,779) (1,250) (513)
Repayments of note payable..................................................... -- -- (1,900)
Other borrowings............................................................... 16 -- --
Principal payments on capital leases........................................... (188) (187) (315)
------- ------- -------
Net cash provided by financing activities................................. 3,666 568 66,229
------- ------- -------
Impact of currency fluctuations on cash and cash equivalents..................... (49) (17) (8)
------- ------- -------
Increase (decrease) in cash and cash equivalents................................. 504 111 2,494
Cash and cash equivalents -- beginning of year.................................. 81 585 696
------- ------- -------
Cash and cash equivalents -- end of year........................................ $ 585 $ 696 $ 3,190
Supplemental cash flow information ======= ======= =======
-- cash paid during the year for interest..................................... $ 154 $ 137 $ 89
-- cash paid during the year for income taxes................................. $ -- $ -- $ 1,088
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995
(1) BACKGROUND
(a) DESCRIPTION OF BUSINESS
HCIA Inc. ("HCIA" or the "Company") is a health care information content
company that develops and markets integrated clinical information systems and
products. The Company's systems and products range from standardized data bases
to highly focused Decision Support Systems that assist its customers in
evaluating the efficacy and economics of health care delivery. The Company's
customers include hospitals, integrated delivery systems, self-insured
employers, pharmaceutical companies and managed care organizations.
(b) PUBLIC OFFERINGS
During February 1995, the Company completed an initial public offering of
approximately 2.0 million shares of Common Stock at $14.00 per share. In August
1995, the Company completed a second public offering of approximately 2.6
million shares at $28.50 per share. The second public offering consisted of 1.5
million shares issued by the Company and approximately 1.1 million shares sold
by the Company's largest stockholder, AMBAC Inc. ("AMBAC").
(c) ACQUISITIONS
On April 28, 1995, the Company acquired all of the capital stock of Datis
Corporation ("Datis") for $14,250,000 in cash. Datis provides databases and
related analyses to hospitals and hospital systems. The acquisition was
accounted for using the purchase method of accounting and resulted in increases
in current assets of $1,338,000, furniture and equipment of $1,092,000, other
assets of $25,000, software of $233,000 and other intangible assets of
$16,503,000; offset by increases in current liabilities of $4,671,000 and long
term liabilities of $270,000. Substantially all of the other intangible assets
recorded in connection with this acquisition relate to goodwill. The goodwill is
being amortized over its estimated useful life of 20 years. The estimate of the
amortization period is based on the nature of the products and markets of Datis
and the historical rate of change in the products and markets. Funding for the
acquisition was provided from the proceeds of the Company's initial public
offering.
During November 1995, the Company acquired an additional 36% interest in
CHKS Limited ("CHKS"). As a result of this acquisition, CHKS became a
wholly-owned subsidiary of the Company. The Company issued notes payable to the
former shareholders in the amount of $2,795,000. The purchase agreement also
provides for an additional payment to the former shareholders in the event that
certain operational performance targets are met by CHKS during 1996. This
acquisition was accounted for using the purchase method of accounting and
resulted in additional goodwill of $2,709,000. The goodwill is being amortized
over its estimated useful life of 15 years. The estimate of the amortization
period is based on the nature of the products and markets of CHKS and the
historical rate of change in the products and markets.
On December 15, 1995, the Company acquired the assets constituting the
CHAMP unit of William M. Mercer, Incorporated for $17,500,000 in cash. The CHAMP
unit provides data base and analytical reporting services to large employers to
assist them in the management of their health care costs. The acquisition was
accounted for using the purchase method of accounting and resulted in an
increase in software of $859,000 and other intangible assets of $4,489,000. The
other intangible assets consist of trade names of $1,266,000, assembled
workforce of $1,102,000, customer base of $595,000 and goodwill of $1,526,000.
These assets are being amortized on a straight-line basis over 12 years. The
lives of these assets were determined by an independent appraiser based on,
among other things, employee turnover, historical customer retention rates and
the historical rate of change in the products and markets. At the date of the
acquisition, the Company recorded a non-recurring charge of $12,152,000 relating
to in-process research and development costs which were acquired in this
acquisition.
F-7
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
These costs related to the development of a client server based system to
process and deliver health care data and analysis tools to CHAMP customers. The
amount of the non-recurring charge was equal to the estimated current fair
value, based on the risk adjusted cash flows (at a discount rate of 20%, which
included cost of capital of 18% and an incremental risk premium of 2%), of
specifically identified technologies for which technological feasibility had not
yet been established pursuant to Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed," and for which future alternative uses did not exist.
Consideration of technological feasibility for purposes of this calculation was
done on a basis consistent with that normally utilized by the Company (See Note
2(d)). This charge is recorded as an operating expense on the accompanying
consolidated statement of operations for the year ended December 31, 1995.
Funding for this acquisition was provided from the proceeds of the Company's
public offerings.
During 1995, the Company also acquired certain assets and assumed certain
liabilities of John Froehlich Associates, MetriCor Inc. and MetaGenerics. The
aggregate purchase price for these acquisitions was $1,677,000, consisting of
cash of $1,166,000 and notes payable of $511,000. These acquisitions were
accounted for using the purchase method of accounting and resulted in increases
in furniture and equipment of $75,000, increases in other intangible assets of
$1,938,000 and increases in current liabilities of $336,000. The other
intangible assets consist of goodwill which is being amortized on a
straight-line basis over estimated useful lives of 10 to 15 years. The estimate
of each amortization period is based on the nature of the products and markets
of the acquired entities and the historical rate of change in the products and
markets. Funding for these acquisitions was provided from the proceeds of the
Company's public offerings.
Unaudited pro forma combined results of the operations of the Company for
the years ended December 31, 1995 and 1994 are presented below and have been
prepared assuming that the acquisitions discussed above had been made as of
January 1, 1994.
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
(UNAUDITED)
Revenue............................................................................ $47,156 $57,389
Net income (loss).................................................................. $(1,844) $ 3,355
Net income (loss) per share........................................................ $ (0.33) $ 0.42
</TABLE>
The pro forma results include the historical accounts of the Company and
the acquired entities adjusted to reflect the effects of the depreciation and
amortization of the acquired identifiable tangible and intangible assets based
on the new cost basis of the assets acquired, additional interest expense
related to notes payable issued in connection with certain acquisitions, the
reversal of the non-recurring write-off of acquired in-process research and
development costs recorded in connection with the CHAMP acquisition and the
related income tax effects. The pro forma results are not necessarily indicative
of actual results which might have occurred had the operations and management of
the Company and the acquired entities been combined in 1994 and 1995.
(d) DIVESTITURE
Effective January 1, 1994, the Company sold certain of its software product
lines at their approximate book value to a company formed by a group of the
Company's former employees. These product lines generated revenues of
approximately $3.0 million during the year ended December 31, 1993. In
connection with the sale, the Company received a note in the amount of
$1,659,000 and also purchased a 49% equity interest in the new entity for
$120,000. During 1995, the Company received payment in full on the balance
outstanding on the note and sold the equity interest back to the entity for
$139,000, representing the original investment of $120,000 plus interest for the
period the equity interest was held.
F-8
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of the Company
and its subsidiaries. The minority interest of CHKS for the periods before it
became wholly-owned is stated separately on the financial statements. All
significant intercompany transactions have been eliminated in consolidation.
(b) CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents consist of highly liquid securities with original
maturities of three months or less at the date acquired by the Company. At
December 31, 1995, the Company's short-term investments, which are classified as
available for sale securities portfolio, consist of the following:
<TABLE>
<CAPTION>
FAIR VALUE COST
---------- ----
<S> <C> <C>
Auction Market Preferred Stock............................ $ 7,000,000 $ 7,000,000
Variable Rate Debentures.................................. 5,500,000 5,500,000
Municipal Bonds........................................... 10,780,000 10,736,000
------------ ------------
Total................................................... $ 23,280,000 $ 23,236,000
============ ============
</TABLE>
The portfolio is carried at fair value in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." All securities mature within one year. Gross
unrealized gains and losses were $44,000 and $0, respectively, and are included
as a separate component of stockholders' equity. Realized gains and losses are
recorded using the specific identification basis to determine costs. During
1995, proceeds from sales of the securities totalled $46,677,000, gross realized
gains totalled $2,000 and gross realized losses totalled $0.
(c) FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost. Included in furniture and
equipment are computer hardware, furniture and fixtures and leasehold
improvements. These costs are being depreciated on the straight-line method over
their estimated useful lives of three to five years.
(d) COMPUTER SOFTWARE COSTS
Computer software costs include the cost of internally developed software
and the fair market value assigned to computer software obtained in purchase
transactions. Costs for internally developed software are capitalized in
accordance with Statement of Financial Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
These costs relate primarily to the building of production systems and extending
existing applications to new markets or platforms using existing technologies
and programming methods. The Company capitalizes only those costs incurred after
a detailed program design or, in the absence of such, a working prototype has
been developed. The Company generally develops its applications in connection
with customer contracts and includes the related costs as a component of
operating expenses in the period incurred. The Company capitalized or purchased
a total of $2,236,000, $2,603,000 and $7,260,000 of computer software costs in
1993, 1994 and 1995, respectively, including $1,109,000 in 1995 related to
business acquisitions.
Capitalized costs are amortized, beginning with market availability, over
the economic useful life of the product. Typically, this life is five years. The
annual amortization expense is the greater of the amount computed using (a) the
ratio that current gross revenues for a product bears to the total of current
and anticipated future gross revenues for that product or (b) the straight-line
method over the remaining estimated economic life of the product including the
period being reported. Amortization expense for computer software was
$1,540,000,
F-9
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$1,456,000 and $2,048,000 during 1993, 1994 and 1995, respectively. Accumulated
amortization for computer software was $4,462,000 and $6,510,000 at December 31,
1994 and 1995, respectively.
The Company evaluates, on a quarterly basis, the recoverability of
capitalized software costs on the basis of whether such costs are fully
recoverable from projected undiscounted cash flows of individual system and
product lines.
(e) REVENUE RECOGNITION
Revenue from license fees for access to the Company's data bases is
recognized when access to the data base is made available to the customer.
Revenue from custom system or data base development and implementation contracts
is recognized on a percentage of completion basis using the cost to cost method.
On a quarterly basis, the Company assesses whether the current estimate of total
contract costs for each of these contracts indicates a loss is expected and
accrues any such losses on the entire contract in that quarter. Where the
Company has contracted to provide both access to a Company data base and
development of a custom data base, the contract value is segmented into its
discrete elements according to their relative values, and revenue is recognized
separately on each element in accordance with the above.
Revenue from group data contracts, which obligate the Company to process
data, produce reports and update data bases on periodic intervals, is recognized
as the contracted obligations are fulfilled.
Revenue from licensing of software products is recognized upon shipment,
provided that no vendor obligations remain outstanding. While the Company has no
significant post-contract support (PCS) obligations, any revenue related to
insignificant PCS obligations on software licenses is deferred and recognized
over the contract term. The Company determines the component of revenue
applicable to PCS obligations based upon its experience in fulfilling such
obligations.
Revenue on all other products is recognized when the product is shipped.
During 1993 and 1994, one customer accounted for 12% of the Company's
revenue. At December 31, 1994, receivables from that customer represented 12% of
the Company's trade accounts receivable. Consistent with Company policy, no
collateral or other security was held with respect to such trade accounts
receivable. During 1995, no single customer accounted for 10% or more of the
Company's revenue or trade accounts receivable.
(f) FOREIGN CURRENCY TRANSLATION
The assets and liabilities of CHKS are translated at year-end exchange
rates, while revenue and expenses are translated at rates prevailing during the
period. Accordingly, translation adjustments that arise due to fluctuations in
exchange rates are excluded from operations and are reported as a separate
component of stockholders' equity.
(g) INCOME TAXES
Prior to the completion of the Company's initial public offering in
February 1995, the Company was party to a federal tax-sharing agreement with
AMBAC and was included in AMBAC's consolidated federal income tax return. The
tax-sharing agreement provided for the determination of tax expense or benefit
based on the contribution of the Company to AMBAC's tax liability, computed
substantially as if the Company filed a separate income tax return. The tax
liability due AMBAC was settled quarterly, with a final settlement taking place
after the filing of the consolidated federal tax return. Commencing February 22,
1995, the Company is no longer included on a consolidated basis for tax purposes
with AMBAC and is responsible for filing its own federal income tax return.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"),
and the cumulative effect of this change as of that date is reported in the
consolidated statement of operations for 1993.
F-10
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Under SFAS No. 109, the Company uses the asset and liability method to
account for deferred income taxes. Under this method, deferred income taxes are
recognized for temporary differences between the financial reporting bases of
assets and liabilities and their respective tax bases and for operating loss and
tax credit carryforwards based on enacted rates expected to be in effect when
such amounts are realized or settled. The effects of changes in tax laws or
rates on deferred tax assets and liabilities are recognized in the period that
includes the enactment date.
(h) EARNINGS PER SHARE
Earnings per share has been calculated based upon the weighted average
number of shares outstanding and using the treasury stock method for outstanding
stock options. The number of shares used in this calculation has been adjusted
to reflect a one-for-three reverse stock split and the conversion of Class A and
Class B common stock into a single class of common stock (see note 10). For
1994, the fair market value per share for the purpose of the calculation of the
weighted average shares outstanding was assumed to be $11.00, which was the
mid-point of the initial public offering price range.
(i) USE OF ESTIMATES
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.
(j) RECLASSIFICATIONS
Certain amounts for 1993 and 1994 have been reclassified to conform to the
presentation for 1995.
(3) FURNITURE AND EQUIPMENT
Furniture and equipment consist of the following at December 31:
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Computer equipment......................................... $ 5,225,000 $ 8,629,000
Office furniture and equipment............................. 887,000 1,398,000
Other...................................................... 164,000 392,000
--------- ----------
6,276,000 10,419,000
Less accumulated depreciation.............................. 2,380,000 3,843,000
----------- -----------
$ 3,896,000 $ 6,576,000
=========== ===========
</TABLE>
(4) OTHER INTANGIBLE ASSETS
Other intangible assets at December 31, 1994 consist of the following:
<TABLE>
<CAPTION>
CAPITALIZED ACCUMULATED CARRYING
COST AMORTIZATION VALUE
----------- ------------ --------
<S> <C> <C> <C>
Data bases................................................. $ 5,326,000 $2,749,000 $ 2,577,000
CPHA license............................................... 8,073,000 1,286,000 6,787,000
Prepaid CPHA royalties..................................... 5,958,000 949,000 5,009,000
Goodwill................................................... 4,934,000 1,202,000 3,732,000
Other...................................................... 1,938,000 1,018,000 920,000
----------- ---------- ------------
$26,229,000 $7,204,000 $ 19,025,000
=========== ========== ============
</TABLE>
Other intangible assets at December 31, 1995 consist of the following:
F-11
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
CAPITALIZED ACCUMULATED CARRYING
COST AMORTIZATION VALUE
----------- ------------ -----------
<S> <C> <C> <C>
Data bases................................................. $ 5,888,000 $3,711,000 $ 2,177,000
CPHA license............................................... 8,073,000 1,761,000 6,312,000
Prepaid CPHA royalties..................................... 5,958,000 1,300,000 4,658,000
Goodwill................................................... 27,531,000 2,231,000 25,300,000
Other...................................................... 3,976,000 85,000 3,891,000
----------- ---------- ------------
$51,426,000 $9,088,000 $ 42,338,000
=========== ========== ============
</TABLE>
Data bases consist of the fair market value of various data bases acquired
through acquisitions, the cost of acquiring data and internal development costs
(direct labor and related overhead) incurred in standardizing data for use in
internally developed data bases. These assets are being amortized on a
straight-line basis over their estimated useful lives of five years.
Amortization expense for data bases was approximately $849,000, $839,000 and
$962,000 during 1993, 1994 and 1995, respectively.
During 1992, the Company acquired an exclusive license to access and sell
the data bases and certain other assets of the Commission on Professional and
Hospital Activities ("CPHA"). This license was recorded at its estimated fair
value of $8,073,000 at the date of acquisition and is being amortized on a
straight-line basis over 17 years. The amortization period was determined to be
the estimated economic life cycle of the licensed properties, as corroborated by
an independent appraisal, and reflected the remainder of the existing term of
the license at the date of acquisition plus one renewal term provided under the
terms of the agreement.
Under the terms of the license, the Company paid royalties to CPHA based on
revenues earned utilizing the licensed assets. Subsequent to the acquisition,
the Company and CPHA entered into a new license agreement. Under the terms of
the new agreement, the Company paid $5,958,000 to CPHA in lieu of future royalty
obligations. The payment is recorded as prepaid CPHA royalties and is being
amortized on a straight-line basis over 17 years, consistent with the estimated
economic life of the licensed properties.
Goodwill represents the excess of the purchase price over the fair value of
net assets acquired. Goodwill is being amortized on a straight-line basis over
10 to 20 years. Such amortization periods are estimated based on the nature of
the products and markets of the acquired companies and the historical rates of
changes in these products and market areas.
Other intangibles consist of noncompetition agreements and identifiable
intangible assets obtained through acquisitions. The noncompetition agreements
are amortized over their 1 to 2 year terms. Certain of the noncompetition
agreements are with the original stockholders of the acquired company who are
still employed by the Company or AMBAC as of December 31, 1995. Amortization of
these agreements, which are valued at $684,000, will commence when the
stockholders are no longer employees of AMBAC or the Company. The acquired
identifiable intangible assets consist of trade names, assembled workforce,
customer base and methodologies. The trade names, assembled workforce and
customer base were obtained through the CHAMP acquisition, and are being
amortized over 12 years. The lives of these assets were determined by an
independent appraiser based on factors such as going concern value, employee
turnover and historical customer retention rates. The methodologies are being
amortized over their estimated useful lives of 5 years.
F-12
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(5) ACCRUED SALARIES, BENEFITS AND OTHER LIABILITIES
Accrued salaries, benefits and other liabilities consist of the following
at December 31:
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Accrued salaries............................................. $ 602,000 $ 844,000
Accrued benefits............................................. 284,000 304,000
Accrued vacation............................................. 418,000 562,000
Other........................................................ 1,217,000 2,512,000
----------- -----------
$ 2,521,000 $ 4,222,000
=========== ===========
</TABLE>
(6) LEASES
The Company leases certain of its equipment under capital leases. These
leases require monthly lease payments plus related sales taxes and maintenance
agreement payments and are capitalized using interest rates from 6.7% to 16.3%.
The equipment is recorded in the accompanying balance sheets as follows at
December 31:
<TABLE>
<CAPTION>
1994 1995
---- ----
<S> <C> <C>
Equipment....................................................................... $ 666,000 $ 859,000
Less: Accumulated amortization.................................................. 564,000 685,000
--------- ---------
Net...................................................................... $ 102,000 $ 174,000
========= =========
</TABLE>
At December 31, 1995, future minimum obligations under the leases totaled
$186,000, including $12,000 representing interest.
The Company leases office space and certain equipment under operating
leases. Rent expense for these leases was $1,312,000, $1,527,000 and $2,286,000
during 1993, 1994 and 1995, respectively. The minimum rental commitments under
noncancelable operating leases as of December 31, 1995, are as follows:
<TABLE>
<S> <C>
Year Ending December 31:
1996..................................................................................... $ 2,937,000
1997..................................................................................... 2,429,000
1998..................................................................................... 1,909,000
1999..................................................................................... 1,618,000
2000..................................................................................... 1,049,000
Thereafter............................................................................... 1,794,000
------------
Total minimum payments required................................................... $ 11,736,000
============
</TABLE>
(7) SAVINGS INCENTIVE PLAN
The Company maintains the HCIA Inc. Savings Incentive Plan, a profit
sharing plan qualified under Section 401(a) of the Internal Revenue Code. All
employees of the Company who have completed one year of service are eligible to
participate in the Plan. Subject to certain limitations on individual
contributions and allocations and Company deductions, the Plan allows
participants to defer up to 15% of their pay on a pre-tax basis and up to 10% of
their pay on an after-tax basis. The Company also makes matching contributions
equal to 50% of the amount a participant defers up to 4% of the participant's
pay. The Plan also provides for discretionary contributions by the Company. All
participants are fully vested in all of their accounts in the Plan. The
Company's contributions to the Plan during 1993, 1994 and 1995 were
approximately $155,000, $167,000, and $194,000, respectively.
F-13
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(8) INCOME TAXES
The income tax expense (benefit) relating to the operations of the Company
is composed of the following:
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Federal and state:
Current..................................................... $(514,000) $1,097,000 $ 2,071,000
Deferred.................................................... 876,000 (338,000) (3,625,000)
--------- ---------- -----------
Total income tax expense (benefit)..................... $ 362,000 $ 759,000 $(1,554,000)
========= ========== ===========
</TABLE>
The tax provisions in the accompanying financial statements differ from
prevailing federal corporate rates. A reconciliation of this difference follows:
<TABLE>
<CAPTION>
1993 1994 1995
-------------- --------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
AMOUNT % AMOUNT % AMOUNT %
------ - ------ - ------ -
Computed expected tax expense (benefit)
at statutory rate................................. $ 251,000 35.0% $623,000 35.0% $(1,346,000) (34.0)%
Goodwill amortization............................... 100,000 14.0 44,000 2.5 187,000 4.7
Tax-exempt interest................................. -- -- -- -- (199,000) (5.0)
State tax net of federal benefit.................... -- -- 93,000 5.2 (221,000) (5.6)
Other, net.......................................... 11,000 1.5 (1,000) -- 25,000 .6
--------- ----- -------- ----- ------------ ------
$ 362,000 50.5% $759,000 42.7% $(1,554,000) (39.3)%
========= ===== ======== ===== ============ =======
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax liabilities and deferred tax assets at December 31,
1994 and 1995, are presented below:
<TABLE>
<CAPTION>
1994 1995
------- ---------
<S> <C> <C>
Deferred tax assets:
Operating accruals......................................................... $ 247,000 $ 403,000
Cost of acquired in-process research and development....................... -- 4,941,000
------- -----------
Gross deferred tax assets............................................... 247,000 5,344,000
Valuation allowance..................................................... -- --
------- ------------
Net deferred tax assets................................................. 247,000 5,344,000
Deferred tax liabilities:
Capitalized acquisitions costs............................................. $ 274,000 $ 352,000
Capitalized royalty payments............................................... 171,000 183,000
Capitalized software....................................................... 337,000 1,719,000
--------- ------------
Total deferred tax liabilities.......................................... 782,000 2,254,000
---------- -----------
Net deferred tax asset (liability)...................................... $(535,000) $ 3,090,000
========== ============
</TABLE>
The valuation allowance for deferred tax assets as of January 1, 1994 and
December 31, 1994 and 1995 was $0. Therefore, there was no net change in the
valuation allowance for 1994 and 1995.
(9) LINE OF CREDIT
The Company has entered into a line of credit agreement with a bank which
allows for maximum borrowings of $4,000,000. The line of credit is secured by
accounts receivable and bears interest at the bank's prime rate
F-14
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
plus 0.25% (8.75% as of December 31, 1995) and expires on January 2, 1997. The
Company also pays a commitment fee on the average daily unused portion of the
line of credit at a rate of 0.25% per annum. As of December 31, 1995 there had
been no borrowings under the line of credit.
(10) STOCKHOLDERS' EQUITY
(a) CAPITAL AMENDMENT
Effective February 14, 1995, the Company filed an amendment to its articles
of incorporation which effected: (i) a one-for-three reverse stock split; (ii)
the conversion of the Class A and Class B common stock into a single class of
common stock; and (iii) the authorization of a total of 15,000,000 shares of
common stock and 500,000 shares of preferred stock, each having a par value of
$.01 per share. All references to common stock and stock options in these
financial statements have been adjusted to reflect the one-for-three reverse
stock split as if it had occurred prior to January 1, 1993.
(b) COMMON AND PREFERRED STOCK
The preferred stock may be issued from time to time by the board of
directors as shares of one or more series. The description of the shares of each
series of preferred stock is established by the board of directors prior to the
issuance of the series of shares.
During 1993, the Company issued 30,000 shares of Series B, 6% cumulative
preferred stock to AMBAC Indemnity Corporation ("AIC").
During 1994, the Company issued 2,378,672 shares of common stock to AIC in
exchange for the 225,621 shares of preferred stock then outstanding.
During 1995, the Company issued 3,512,500 shares of common stock in
connection with its public offerings.
(c) OPTIONS
At December 31, 1994 and 1995, the Company had outstanding stock options as
follows:
<TABLE>
<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Stock options outstanding pursuant to:
HCIA Stock Option Plan.......................................................... -- 169,933
Directors Option Plan........................................................... -- 22,500
Other options................................................................... 374,226 507,800
------- -------
Total stock options outstanding................................................. 374,226 700,233
======= =======
</TABLE>
The HCIA Stock Option Plan provides that up to 450,000 options may be
issued to employees of the Company. Options granted to date under this plan vest
over a period of three or four years. The Directors Option Plan provides that
100,000 options may be issued to outside directors of the Company. Options
granted to date under this plan vest over a period of two years. The Company has
also issued non-plan options which generally vest over periods of two or three
years. In February 1995, the Company issued a non-plan option to its chief
executive officer which was fully vested on the date of grant. All stock options
issued by the Company have been granted with exercise prices equal to or greater
than the estimated fair market value of the common stock on the date of grant;
accordingly, the Company has recorded no compensation expense related to such
grants. Stock option transactions are summarized as follows:
F-15
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
1993 1994 1995
------- ------ ------
<S> <C> <C> <C>
Options outstanding -- beginning of period....................... 169,163 164,997 374,226
Granted.......................................................... -- 217,563 357,433
Exercised........................................................ -- -- (6,427)
Cancelled........................................................ (4,166) (8,334) (24,999)
-------- ------- -------
Options outstanding -- end of period............................. 164,997 374,226 700,233
======= ======= =======
Option price or price ranges during period:
Granted.......................................................... $ -- $10.50 $14.00-26.25
Exercised........................................................ $ -- $ -- $10.50
Options exercisable at end of period............................. -- -- 186,876
======= ======= ===========
</TABLE>
(11) RELATED PARTY TRANSACTIONS
In January 1993 and 1994, the Company executed credit agreements with
AMBAC. The credit agreement entered into in January 1994 replaced the prior
agreement and extended a revolving line of credit of $2.5 million (subject to
certain borrowing base limitations) at a rate based upon the prime rate of
Citibank, N.A. in New York, New York. The Company was also required to pay AMBAC
a commitment fee on the average daily unused portion of the line of credit at a
rate of 0.25% per annum. The Company utilized approximately $1.9 million of the
proceeds from its initial public offering to repay the outstanding borrowings
under the credit agreement. The credit agreement was terminated in May 1995.
Until August 1995, the Company maintained its business insurance, including
property, general liability, automobile, workers' compensation and fidelity and
fiduciary coverage (including officers' and directors' liability insurance)
through AMBAC, which purchased insurance coverage for the Company. The Company
was charged its pro rata share of premiums. The amounts of premiums paid to
AMBAC by the Company were $90,000, $72,000 and $89,000 for policy years 1993,
1994 and 1995, respectively.
AIC purchases information services from the Company. Such purchases totaled
$262,000, $288,000 and $250,000 during 1993, 1994 and 1995, respectively.
(12) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, trade accounts
receivable, other current assets, accounts payable, accrued expenses and capital
lease obligations approximates fair value because of the short-term maturity of
these instruments. The fair value of short-term investments is estimated based
on quoted market prices for these or similar investments. The Company has notes
receivable from and notes payable to individuals relating to certain of its
business acquisitions. It is not practicable to estimate the fair value of these
notes since they are not traded, no quoted values are readily available for
similar financial instruments and the Company believes it is not cost-effective
to have valuations performed. However, management believes that there has been
no permanent impairment in the value of such notes.
(13) NEW FINANCIAL ACCOUNTING STANDARDS
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS No. 123"), was issued. This
statement requires the fair value of stock options and other stock-based
compensation issued to employees to either be included as compensation expense
in the income statement, or the pro forma effect on net income and earnings per
share of such compensation expense to be disclosed in the notes to the Company's
consolidated financial statements commencing with the Company's 1996 fiscal
year. The Company expects to adopt SFAS No. 123 on a disclosure basis only. As
such, implementation of SFAS No. 123 is not expected to impact the Company's
consolidated financial statements.
F-16
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of " ("SFAS No. 121"), was issued. This Statement establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used for long-lived assets and certain identifiable intangibles which are to be
disposed. Implementation of SFAS No. 121 is not expected to have a material
impact on the Company's consolidated financial statements.
(14) SUBSEQUENT EVENTS (UNAUDITED)
In May 1996, the Company acquired all of the outstanding capital stock of
Response Healthcare Information Management, Inc. ("Response") for approximately
$6,200,000 in cash. Response specializes in capturing and analyzing
point-of-care, patient-centered data relating to disease-specific outcomes
measurement, member/patient satisfaction and functional status, as well as the
development of Internet applications. Response's primary customers include
managed care organizations and pharmaceutical companies. At the date of the
acquisition, the Company recorded a non-recurring charge of $4,372,000 relating
to acquired in-process research and development costs.
On July 19, 1996, the Company entered into a definitive agreement to
acquire LBA Health Care Management, Inc. ("LBA") through the acquisition of all
of the capital stock of its parent company, HealthVISION, Inc., for
approximately $130,000,000, $100,000,000 of which is payable in cash and
$30,000,000 of which is payable through delivery of 492,960 shares of common
stock of the Company. The Company has obtained a commitment from a bank for a
$100,000,000 credit facility to fund the cash portion of the purchase price,
which the Company intends to repay with the net proceeds of an offering of its
common stock soon after the date of acquisition. LBA is a provider of health
care information products and services that combine data collection,
benchmarking and decision support tools to identify and quantify cost reduction
and quality improvement opportunities in clinical settings.
F-17
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND MARCH 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
DEC. 31, MARCH 31,
1995 1996
-------- -----------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents.............................................................. $ 3,190 $ 4,359
Short-term investments................................................................. 23,280 20,582
Trade accounts receivable, net of allowance for doubtful accounts of
$542 in 1996 and $454 in 1995....................................................... 16,623 18,222
Prepaid expenses and other current assets.............................................. 2,236 2,858
------- -------
Total current assets.............................................................. 45,329 46,021
Furniture and equipment, net............................................................. 6,576 6,356
Computer software costs, net............................................................. 11,012 12,297
Other intangible assets, net............................................................. 42,338 42,813
Deferred tax asset, net.................................................................. 3,090 2,940
Other.................................................................................... 56 777
-------- ---------
Total assets...................................................................... $108,401 $ 111,204
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................................................... $ 732 $ 1,222
Accrued salaries, benefits and other liabilities....................................... 4,222 4,121
Capital lease obligations.............................................................. 174 125
Notes payable.......................................................................... 2,265 1,529
Income taxes payable................................................................... 1,098 1,694
Deferred revenue....................................................................... 1,167 2,281
Total current liabilities......................................................... 9,658 10,972
----- ------
Notes payable............................................................................ 699 699
------ -------
Total liabilities................................................................. 10,357 11,671
====== ======
Stockholders' equity:
Common stock -- $.01 par value; 15,000,000 shares authorized; 8,989,607 issued
and outstanding as of March 31, 1996................................................... 90 90
Additional paid-in capital............................................................... 102,882 103,147
Accumulated deficit...................................................................... (4,953) (3,662)
Cumulative unrealized (depreciation)/appreciation of short-term investments.............. 44 (22)
Cumulative effect of currency translation adjustment..................................... (19) (20)
-------- ---------
98,044 99,533
-------- ---------
Total liabilities and stockholders' equity............................................... $108,401 $ 111,204
======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-18
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1996
------ ------
<S> <C> <C>
Revenue...................................................................................... $8,749 $14,229
Salaries, wages and benefits................................................................. 4,542 6,686
Other operating expenses..................................................................... 2,479 3,303
Depreciation................................................................................. 262 518
Amortization................................................................................. 1,029 1,792
------ ------
Operating income........................................................................ 437 1,930
Interest income.............................................................................. 176 282
Interest expense............................................................................. (25) (83)
------ ------
Income before income taxes and minority interest in income of consolidated
subsidiaries........................................................................... 588 2,129
Provision for income taxes................................................................... (238) (838)
Minority interest in income of consolidated subsidiaries..................................... (7) --
------ -------
Net income.............................................................................. $ 343 $ 1,291
====== =======
Net income per share......................................................................... $ 0.05 $ 0.14
====== =======
Shares used in per share calculation......................................................... 6,508 9,460
====== =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-19
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Year ended December 31, 1995
and the Three months ended March 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
CUMULATIVE
UNREALIZED CUMULATIVE
APPRECIATION/ EFFECT OF
ADDITIONAL (DEPRECIATION) OF CURRENCY TOTAL
COMMON PAID-IN ACCUMULATED SHORT-TERM TRANSLATION STOCKHOLDERS'
STOCK CAPITAL DEFICIT INVESTMENTS ADJUSTMENT EQUITY
------- ------------ ----------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1994............ $ 54 $ 36,876 $(2,548) $ -- $(11) $34,371
------- --------- -------- -------- ------ --------
Sale of common stock to the
public....................... 36 66,006 -- -- -- 66,042
Net loss....................... -- -- (2,405) -- -- (2,405)
Effect of currency translation
adjustment................... -- -- -- -- (8) (8)
Unrealized appreciation of
short-term investments....... -- -- -- 44 -- 44
------- ----------- --------- --------- ------- --------
BALANCE AT
DECEMBER 31, 1995............ 90 102,882 (4,953) 44 (19) 98,044
------- ----------- --------- --------- ------- --------
Exercise of stock options...... -- 265 -- -- -- 265
Net income..................... -- -- 1,291 -- -- 1,291
Effect of currency translation
adjustment................... -- -- -- -- (1) (1)
Unrealized (depreciation) of
short-term investments....... -- -- -- (66) -- (66)
------- ----------- --------- --------- ------- --------
BALANCE AT MARCH 31, 1996
(unaudited).................. $ 90 $ 103,147 $(3,662) $ (22) $(20) $99,533
======= =========== ========= ========= ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-20
<PAGE>
HCIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1995 AND 1996
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
1995 1996
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................................... $ 343 $ 1,291
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization......................................................... 1,291 2,310
Deferred tax provision................................................................ -- 150
Changes in operating assets and liabilities:
Accounts receivable................................................................. 174 (1,263)
Income taxes payable................................................................ 209 596
Prepaid expenses.................................................................... (169) (553)
Accounts payable.................................................................... 808 403
Accrued salaries, benefits and other liabilities.................................... 147 (317)
Deferred revenue.................................................................... 531 1,114
Minority interest................................................................... 7 --
----- -----
Net cash provided by operating activities........................................ 3,341 3,731
------ ------
Cash flows from investing activities:
Purchases of furniture and equipment..................................................... (678) (892)
Cost of acquisitions, net of cash acquired............................................... (520) (613)
Computer software purchased or capitalized............................................... (961) (2,095)
Other intangible assets purchased or capitalized......................................... (258) (352)
Purchases of short-term investments...................................................... -- (15,112)
Proceeds from disposals of short-term investments........................................ -- 17,744
Other.................................................................................... (12) (721)
------- -------
Net cash used in investing activities............................................ (2,429) (2,041)
------- -------
Cash flows from financing activities:
Proceeds from exercise of stock options.................................................. -- 265
Proceeds from public offerings........................................................... 25,753 --
Repayments of notes payable.............................................................. -- (736)
Repayments of related party borrowings................................................... (1,300) --
Principal payments on capital leases..................................................... (37) (49)
-------- ---------
Net cash provided by (used in) financing activities.............................. 24,416 (520)
-------- ---------
Impact of currency fluctuations on cash and cash equivalents............................... (11) (1)
-------- ---------
Increase in cash and cash equivalents...................................................... 25,317 1,169
Cash and cash equivalents -- beginning of period........................................... 696 3,190
------- -----------
Cash and cash equivalents -- end of period................................................. $26,013 $ 4,359
======= ===========
Supplemental cash flow information -- cash paid during period for interest................. $ -- $ 65
======= ===========
-- cash paid during period for income taxes.......... $ -- $ 93
======= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company have
been prepared in accordance with generally accepted accounting principles. In
the opinion of management, these statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
Company's financial position, results of operations, changes in stockholders'
equity and cash flows for the periods presented. The results of operations for
the three month period ended March 31, 1996 may not be indicative of the results
that may be expected for the full year ending December 31, 1996. These financial
statements and notes should be read in conjunction with the financial statements
and notes included in the audited consolidated financial statements of the
Company for the year ended December 31, 1995 appearing elsewhere herein.
(2) CASH EQUIVALENTS
As of March 31, 1996, cash equivalents consist of highly liquid securities
with original maturities of three months or less at the date acquired by the
Company. The Company's short term investments consist of preferred stocks,
variable rate debenture bonds and municipal bonds.
F-22
<PAGE>
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
LBA HEALTH CARE MANAGEMENT, INC.
We have audited the accompanying combined balance sheet of LBA Health Care
Management, Inc. and Healthcare Data Source, Inc. (collectively, the
"Predecessor Business") as of December731, 1994, the combined statements of
operations and retained earnings, and cash flows for the Predecessor Business
for each of the years ended December 31, 1993 and 1994 and for the period from
January 1, 1995 through September 27, 1995, the balance sheet of LBA Health Care
Management, Inc. as of December 31, 1995, and the statements of operations and
retained earnings, and cash flows of LBA Health Care Management, Inc. for the
period from September 28, 1995 through December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of LBA Health Care
Management, Inc. and Healthcare Data Source, Inc. at December 31, 1994 and 1995,
the combined results of their operations and retained earnings, and their cash
flows for each of the years ended December 31, 1993, 1994 and for the period
from January 1, 1995 through September 27, 1995, and the financial position of
LBA Health Care Management, Inc. at December 31, 1995, and the results of its
operations and retained earnings, and its cash flows for the period from
September 28, 1995 through December 31, 1995 in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
January 12, 1996, except Note 8
as to which the date is
July 19, 1996
F-23
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
BALANCE SHEETS
PREDECESSOR BUSINESS COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
PREDECESSOR LBA HEALTH CARE
BUSINESS MANAGEMENT, INC.
----------- ---------------
DECEMBER 31, DECEMBER 31,
1994 1995
----------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................................... $ 232,181 $ 1,824,734
Accounts receivable............................................................ 1,689,854 2,018,297
Prepaid expenses and other current assets...................................... 162,148 197,643
---------- ------------
Total current assets............................................................. 2,084,183 4,040,674
Deferred tax asset............................................................... -- 2,150,823
Building, equipment and furniture, net........................................... 865,864 1,012,501
Loan fees and closing costs, net................................................. -- 841,875
Intangibles, net................................................................. -- 44,033,921
---------- ------------
Total assets..................................................................... $2,950,047 $ 52,079,794
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................................... $ 10,017 $ 329,581
Accrued compensation and related liabilities................................... 854,814 210,165
Other accrued liabilities...................................................... -- 200,000
Customer advances.............................................................. 79,172 --
Accrued interest............................................................... -- 789,011
Deferred revenue............................................................... 261,834 --
Income taxes payable........................................................... -- 837,309
Current portion of long-term debt.............................................. 183,034 5,121,369
---------- -----------
Total current liabilities........................................................ 1,388,871 7,487,435
Long-term debt, less current portion............................................. 136,736 30,984,065
Parent company payable........................................................... -- 15,978,181
Commitments and contingencies
STOCKHOLDERS' EQUITY:
LBA Health Care Management, Inc. common stock, $.01 par value; 100 shares
authorized, 100 shares issued and outstanding in 1995....................... -- 1
LBA common stock, no par value; 1,000,000 shares authorized, 650 shares issued
and outstanding in 1994..................................................... 129,766 --
HDS common stock, $1.00 par value; 10,000 shares authorized, issued and
outstanding in 1994......................................................... 10,000 --
Additional paid-in capital..................................................... 240,000 --
Treasury stock................................................................. (543,090) --
Retained earnings.............................................................. 1,587,764 (2,369,888)
---------- -------------
Total stockholders' equity....................................................... 1,424,440 (2,369,887)
---------- ------------
Total liabilities and stockholders' equity....................................... $2,950,047 $ 52,079,794
========== ============
</TABLE>
See accompanying notes.
F-24
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
PREDECESSOR BUSINESS COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
PREDECESSOR BUSINESS LBA HEALTH CARE
-------------------- MANAGEMENT, INC.
----------------
PERIOD FROM PERIOD FROM
JANUARY 1, 1995 SEPTEMBER 28, 1995
THROUGH THROUGH
YEARS ENDED DECEMBER 31, SEPTEMBER 27, DECEMBER 31,
1993 1994 1995 1995
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Revenue....................................... $11,108,428 $12,470,708 $10,163,707 $ 6,453,677
Cost of revenue............................... 2,919,235 3,918,616 3,453,789 3,616,469
----------- ----------- ----------- ------------
Gross profit.................................. 8,189,193 8,552,092 6,709,918 2,837,208
Operating expenses:
Product development......................... 487,250 450,944 420,512 49,846
Sales and marketing......................... 6,231,602 5,734,456 5,462,776 759,261
General and administrative.................. 1,280,222 1,453,120 1,247,578 3,285,856
Write-off of in-process technology.......... -- -- -- 1,580,000
----------- ----------- ----------- ------------
Total operating expenses...................... 7,999,074 7,638,520 7,130,866 5,674,963
----------- ----------- ----------- ------------
Operating income (loss)....................... 190,119 913,572 (420,948) (2,837,755)
Other income (expense):
Interest expense............................ (45,404) (35,834) (16,230) (854,181)
Interest income............................. 7,827 11,683 11,092 8,534
----------- ----------- ----------- ------------
Total other income (expense).................. (37,577) (24,151) (5,138) (845,647)
----------- ----------- ----------- ------------
Income (loss) before income taxes............. 152,542 889,421 (426,086) (3,683,402)
Benefit for income taxes...................... -- -- -- (1,313,514)
----------- ----------- ----------- ------------
Net income (loss)............................. 152,542 889,421 (426,086) (2,369,888)
Beginning retained earnings................... 545,801 698,343 1,587,764 --
----------- ----------- ----------- ------------
Ending retained earnings
(accumulated deficit)....................... $ 698,343 $ 1,587,764 $ 1,161,678 $ (2,369,888)
=========== =========== =========== =============
</TABLE>
See accompanying notes.
F-25
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
STATEMENTS OF CASH FLOWS
PREDECESSOR BUSINESS COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PREDECESSOR BUSINESS LBA HEALTH CARE
-------------------- MANAGEMENT, INC.
---------------
PERIOD FROM PERIOD FROM
JANUARY 1, 1995 SEPTEMBER 28, 1995
THROUGH THROUGH
YEARS ENDED DECEMBER 31, SEPTEMBER 27, DECEMBER 31,
------------------------
1993 1994 1995 1995
--------- --------- ------------ -------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss).................................. $ 152,542 $ 889,421 $ (426,086) $ (2,369,888)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization.................... 142,569 248,652 254,146 166,474
Amortization of intangibles...................... -- -- -- 4,813,997
Write-off of in-process technology............... -- -- -- 1,580,000
Deferred tax assets.............................. -- -- -- (2,150,823)
Changes in operating assets and liabilities:
Accounts receivable............................ 17,376 (841,353) 40,442 (368,885)
Prepaid expenses and other assets.............. 30,743 (130,399) (12,588) (22,907)
Accounts payable............................... (47,876) (3,041) (4,496) 323,873
Accrued compensation and related liabilities... 332,922 192,074 (682,140) 37,491
Other accrued liabilities...................... -- -- -- 200,000
Customer advances.............................. -- 79,172 64,805 (143,977)
Accrued interest............................... -- -- -- 789,011
Deferred revenue............................... (358,839) 101,733 1,494,374 (1,756,208)
Income taxes payable........................... -- -- -- 837,309
--------- --------- ------------ -------------
Net cash provided by operating activities.......... 269,437 536,259 728,457 1,935,467
INVESTING ACTIVITIES
Purchases of building, equipment and furniture..... (203,300) (483,565) (163,259) (278,168)
Acquisition of LBA Health Care Management, Inc. and
Healthcare Data Source, Inc., less cash and cash
equivalents of $397,517.......................... -- -- -- (39,802,483)
--------- --------- ------------ -------------
Net cash used in investing activities.............. (203,300) (483,565) (163,259) (40,080,651)
FINANCING ACTIVITIES
Proceeds from acquisition debt, net of loan fees... -- -- -- 35,000,000
Proceeds from sale of parent company stock in
relation to acquisition.......................... -- -- -- 5,000,000
Principal payments on debt......................... (189,086) (130,999) (192,183) (30,082)
Issuance of common stock in formation of HDS....... -- 250,000 -- --
--------- --------- ------------ -------------
Net cash (used in) provided by financing
activities....................................... (189,086) 119,001 (192,183) 39,969,918
--------- --------- ------------ -------------
Net (decrease) increase in cash.................... (122,949) 171,695 373,015 1,824,734
Cash at beginning of period........................ 183,435 60,486 232,181 --
--------- --------- ------------ -------------
Cash at end of period.............................. $ 60,486 $ 232,181 $ 605,196 $ 1,824,734
========= ========= ============ =============
Supplemental schedule of non-cash investing and
financing activities:
Issuance of parent company stock in relation to
acquisition, net of capital contribution....... $ -- $ -- $ -- $ 10,978,181
========= ========= ============ =============
Cash paid for interest........................... $ 45,404 $ 35,834 $ 16,230 $ 65,170
========= ========= ============ =============
Equipment and furniture obtained through capital
lease financing................................ $ 35,501 $ 57,318 $ 52,538 $ 147,455
========= ========= ============ =============
</TABLE>
See accompanying notes.
F-26
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. THE COMPANY, ORGANIZATION AND BASIS OF PRESENTATION
On September 27, 1995, LBA Health Care Management, Inc. (the "Company")
acquired substantially all of the business, assets, and liabilities of LBA
Health Care Management, Inc. and Healthcare Data Source (collectively, the
"Predecessor Business") pursuant to the terms of the Purchase Agreement dated
September 25, 1995 between HealthVISION, Inc., the parent of the Company, and
the Predecessor Business. The Company is now a wholly-owned subsidiary of
HealthVISION, Inc. The Company provides consulting and marketing services to
health care providers.
The aggregate purchase price (including closing costs) of the Predecessor
Business was $51,178,182. The acquisition was financed through $5,000,000 in
cash, the issuance of debt aggregating $35,000,000, and the issuance of
$10,978,182 of HealthVISION, Inc.'s, the parent company's, stock. The business
acquisition was accounted for by the purchase method and the results of
operations of the Predecessor Business are included in the Company's financial
statements beginning September 28, 1995. The allocation of the purchase price
was as follows:
<TABLE>
<S> <C>
Total purchase price............................................................. $51,178,182
Fair market value of net tangible assets acquired................................ (808,389)
-----------
Excess purchase price over fair market value of net tangible assets acquired
("excess purchase price")...................................................... $50,369,793
===========
Allocation of excess purchase price:
Goodwill......................................................................... $19,079,793
Covenant-not-to-compete.......................................................... 13,700,000
Value enhancements............................................................... 9,310,000
Assembled work force............................................................. 3,000,000
Backlog.......................................................................... 3,700,000
In-process technology............................................................ 1,580,000
-----------
$50,369,793
===========
</TABLE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenue is recognized ratably over the estimated time to complete a
contract which is six to twelve months in duration.
The Company has offered Value Enhancement systems to health care providers
throughout the United States. As part of the Value Enhancement Programs, the
Company has guaranteed that each customer will achieve cost savings. In the
event such cost savings are not achieved, the Company may be subject to claims
related to such guarantees. The Company or its predecessor did not incur any
such claims during the periods ended December 31, 1993, 1994 and 1995. No
reserves are maintained for any potential future claims.
ACCOUNTS RECEIVABLE
Receivable balances represent amounts due primarily from hospitals in the
United States for consulting work performed. The Company performs ongoing credit
evaluations of these companies and generally does not require collateral.
F-27
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
UNBILLED RECEIVABLES
Unbilled receivables represent recoverable costs and accrued profit related
to contracts on which revenue has been recognized, but billings have not been
presented to the customer.
INTANGIBLES
Intangibles reflect the allocation of excess purchase price resulting from
the acquisition of the Predecessor Business. Amortization is based upon the
periods of expected economic benefit which are as follows: goodwill -- 20 years,
covenants-not-to-compete -- 3 years, value enhancements -- 2.5 years,
backlog -- 1 year, and assembled workforce -- 3 years.
Acquired technology which is in process, has not reached technological
feasibility, and has no alternative future use is written-off in the period in
which it is acquired. The write-off of in-process technology was $1,580,000 for
the period September 28, 1995 through December 31, 1995.
Intangibles consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1994 1995
---- ----
<S> <C> <C>
Goodwill............................................................ $ -- $19,079,793
Covenant-not-to-compete............................................. -- 13,700,000
Value enhancements.................................................. -- 9,310,000
Assembled work force................................................ -- 3,000,000
Backlog............................................................. -- 3,700,000
--------- ------------
-- 48,789,793
Less accumulated amortization....................................... -- (4,755,872)
--------- ------------
Intangibles, net.................................................... $ -- $44,033,921
========= ============
</TABLE>
Amortization has been expensed in the accompanying statements of operations
as cost of revenue of $1,911,033 and general and administrative of $2,844,839.
The Company performs evaluations as of each balance sheet date assessing
the recoverability and amortization of intangibles by determining whether the
intangibles can be recovered through the estimated undiscounted cash flows of
the businesses acquired over the remaining amortization period. The Company
considers external factors relating to each acquired business, including
technological advances, competition, regulatory developments and trends of the
businesses and other pertinent factors in making its assessment. The Company
does not believe there are currently any factors that would require an
adjustment to the carrying value of its intangibles or their remaining lives as
of December 31, 1995.
BUILDING, EQUIPMENT AND FURNITURE
Building, equipment and furniture are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets which are as follows:
<TABLE>
<S> <C>
Building.......................................................... 30 years
Office equipment.................................................. 4-5 years
Computer equipment................................................ 3 years
Furniture and fixtures............................................ 6 years
</TABLE>
F-28
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform to the 1995
presentation. Additionally, retained earnings at January 1, 1993 was restated to
properly account for a prior period adjustment in the amount of $518,940.
3. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ("Statement 109"), "Accounting for Income
Taxes". Under Statement 109, the liability method is used to account for income
taxes. Under this method, deferred taxes and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
The Predecessor Business elected to be classified as an S corporation under
Section 1362 of the Internal Revenue Code for federal and state income tax
purposes. Accordingly, federal income taxes on any earnings were payable by the
Predecessor Business' stockholders and not the S corporations themselves; state
income taxes were immaterial and were payable by both the Predecessor Business
and its stockholders. The provision for income taxes for the years ended
December 31, 1993 and 1994 and for the period from January 1, 1995 through
September 27, 1995 were immaterial and are not separately disclosed in the
accompanying financial statements.
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1995 are as follows:
<TABLE>
<S> <C>
Deferred tax liabilities:
Basis difference in acquired assets............................................. $ 153,532
Deferred tax assets:
Basis difference in acquired assets............................................. 2,304,355
Valuation allowance for deferred tax assets..................................... --
----------
Net deferred tax assets........................................................... $2,150,823
==========
</TABLE>
F-29
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
3. INCOME TAXES -- Continued
Significant components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
PERIOD FROM
SEPTEMBER 28, 1995
THROUGH
DECEMBER 31, 1995
------------------
<S> <C>
Current:
Federal................................................. $ 694,354
State................................................... 142,955
------------
Total current............................................. 837,309
Deferred:
Federal................................................. (1,783,609)
State................................................... (367,214)
-------------
Total deferred............................................ (2,150,823)
-------------
$ (1,313,514)
=============
</TABLE>
4. BUILDING, EQUIPMENT AND FURNITURE
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1994 1995
---- ----
<S> <C> <C>
Building............................................................ $ 184,022 $ --
Office equipment.................................................... 178,072 198,204
Computer equipment.................................................. 747,053 1,117,915
Furniture and fixtures.............................................. 308,955 559,380
---------- ----------
1,418,102 1,875,499
Less accumulated depreciation and amortization...................... (552,238) (862,998)
---------- ----------
Building, equipment and furniture, net.............................. $ 865,864 $1,012,501
========== ==========
</TABLE>
5. LONG-TERM DEBT
Long-term debt consists of the following at:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1994 1995
---- ----
<S> <C> <C>
Revolving credit note payable pursuant to $25,750,000 Senior Credit Agreement with
senior bank (interest accrues at prime plus 0.50% for prime rate loans and at the
LIBOR rate plus 3.00% on $15,450,000 and 1.50% on $10,300,000); the Company's average
borrowing rate at December 31, 1995 was 8.3%; borrowings under agreement are payable
in quarterly installments of varying amounts through September 1999.................. $ -- $25,750,000
Note payable pursuant to $10,150,000 Subordinated Credit Agreement with bank (interest
accrues at the prime rate plus 0.50% for prime rate loans and at the LIBOR rate plus
1.50% for Eurodollar loans); the Company's average borrowing rate at December 31,
1995 was 7.6%; borrowings under agreement are payable in September 1999.............. -- 10,150,000
Notes payable resulting from common stock repurchases from former stockholders, bearing
interest at 8.9% per annum due in varying monthly installments plus interest through
September 1995....................................................................... 114,739 --
</TABLE>
F-30
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
5. LONG-TERM DEBT -- Continued
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1994 1995
---- ----
<S> <C> <C>
Note payable bearing interest at 7.5% per annum payable in monthly installments plus
interest through January 2003........................................................ 93,032 --
Note payable bearing interest at 12% per annum payable in monthly installments plus
interest through November 1996....................................................... 22,557 11,256
Capital lease obligations bearing interest at rates ranging from 8 to 12% per annum
payable in varying monthly installments plus interest through September 1998......... 89,442 194,178
-------- -----------
319,770 36,105,434
Less current portion................................................................... (183,034) (5,121,369)
-------- -----------
Long-term debt......................................................................... $136,736 $30,984,065
======== ===========
</TABLE>
Future payments are due as follows for the periods ended December 31:
<TABLE>
<CAPTION>
NOTES CAPITAL LEASE
PAYABLE OBLIGATIONS
-------- --------------
<S> <C> <C>
1996........................................................ $ 5,011,256 $ 110,113
1997........................................................ 5,750,000 64,777
1998........................................................ 6,500,000 42,984
1999........................................................ 18,650,000 --
---------
Total minimum payments...................................... $35,911,256 217,874
===========
Less amount representing interest........................... (23,696)
---------
Present value of minimum payments........................... $ 194,178
=========
</TABLE>
Equipment and furniture under capital leases at December 31, 1995 totaled
$329,813 ($185,067 at December 31, 1994) and is included in building, equipment
and furniture in the accompanying balance sheets. The related accumulated
amortization at December 31, 1995 totaled $87,957 ($98,544 at December 31,
1994). Amortization of assets recorded under capital leases is included in
depreciation expense.
LOAN FACILITIES
On September 27, 1995, the Company entered into a Senior Credit Agreement
by and between the Company and the senior bank. Subject to the terms and
conditions of the Senior Credit Agreement, the Company is entitled to borrow up
to $25,750,000 from the senior bank, on a revolving basis, through the maturity
date of the credit facility, which is September 1999. The Company's obligations
under the Senior Credit Agreement are secured by a security interest in favor of
the senior bank in substantially all of the assets of the Company. In addition,
HealthVISION, Inc., the parent of the Company, provided a security interest in
substantially all of its assets, including its shares of capital stock in
subsidiary and affiliated corporations, to secure the obligations of the Company
to the senior bank under the Senior Credit Agreement, and HealthVISION, Inc.
provided an unlimited guaranty in favor of the senior bank with respect to the
obligations of the Company under the Senior Credit Agreement. Similarly, another
subsidiary of HealthVISION, Inc. granted a security interest in substantially
all of its assets, including its shares of capital stock of its subsidiary and
affiliated corporations, to secure the obligations of the Company to the senior
bank under the Senior Credit Agreement, and an unlimited guaranty in favor of
the senior bank with respect to the obligations of the Company and the Senior
Credit Agreement.
F-31
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
5. LONG-TERM DEBT -- Continued
A second and subordinated credit facility in the amount of $10,150,000 was
entered into by and between the Company and a bank pursuant to a Credit
Agreement by and between the Company and a bank also dated September 27, 1995
(the "Subordinated Credit Agreement"). To secure these obligations, the Company
granted a security interest in substantially all of its assets in favor of the
bank. HealthVISION, Inc., the parent of the Company, granted a security interest
to the bank in its shares of capital stock in its subsidiaries and affiliates to
secure the obligations of the Company under the Subordinated Credit Agreement.
HealthVISION, Inc. also provided an unlimited guaranty of the Company's
obligations under the Subordinated Credit Agreement and major stockholders of
HealthVISION, Inc. provided limited guaranties in favor of the bank with respect
to the Company's obligations under the Subordinated Credit Agreement similar to
those provided for the senior bank. In addition, the bank received a $9,239,000
letter of credit bearing an interest rate of 1.5%, due quarterly, if the letter
of credit is outstanding, naming the bank as beneficiary.
The agreements contain certain restrictive covenants, including the
maintenance of certain financial ratios and limitations on additional
borrowings, mergers, acquisitions, dispositions and the payment of dividends.
The agreements also provide for additional payments of principal from excess
cash flow.
6. COMMITMENTS AND CONTINGENCIES
The Company leases substantially all of its office facilities under
noncancelable operating leases having initial terms greater than one year.
Future minimum lease payments under noncancelable operating leases are as
follows for the periods ended December 31:
<TABLE>
<S> <C>
1996................................................ $511,404
1997................................................ 527,856
1998................................................ 404,728
----------
$1,443,988
==========
</TABLE>
Rent expense was $97,423 for the period from September 28, 1995 through
December 31, 1995 ($232,789 for the period from January 1, 1995 through
September 27, 1995 and $261,246 and $195,632 for the years ended December 31,
1994 and 1993, respectively).
The Predecessor Business maintained a $350,000 line of credit with a bank
that expires on January 20, 1996. There were no advances on the line of credit
as of December 31, 1995.
7. EMPLOYEE RETIREMENT AND SAVINGS PLAN
The Company has a qualified 401(k) savings plan (the "Plan"). Under the
Plan, full time employees with one year of service may defer a portion of their
salary. At the discretion of the Board of Directors, the Company may also make a
matching contribution for all eligible employees. Contributions by the Company
to the Plan were $18,842, $82,866, $86,512 and $81,070 for the period from
September 28, 1995 through December 31, 1995, the period from January, 1995
through September 27, 1995 and the years ended December 31, 1994 and 1993,
respectively.
8. SUBSEQUENT EVENT
On July 19, 1996, HealthVISION, Inc. entered into a definitive agreement
to sell the Company.
F-32
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS) -- PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
8. SUBSEQUENT EVENT -- Continued
LEGAL PROCEEDINGS
The Company is currently a defendant to a civil complaint filed April 26, 1996,
in the United States District Court of Colorado, by a former employee. The
complaint alleges that the former employee was unlawfully discharged from
the the Company. The Company believes that the suit is without merit and
intends to defend its position vigorously. While the ultimate outcome
of this lawsuit can not be determined at this time, management does not
believe that this matter will have a material adverse effect on the financial
position, cash flows or results of operations of the Company.
A current minority stockholder of HealthVISION has threatened suit in connection
with the purchase by HealthVISION in September 1995 of the assets of the
Predecessor of LBA. The outcome of this matter cannot be predicted with
certainty at this time. In connection with the distribution by HealthVISION of
its assets and liabilities not associated with LBA, the assignee of such assets
and liabilities has agreed to indemnify and hold HealthVISION, LBA and HCIA
harmless from and against any liability associated with the potential claim.
Certain current stockholders of HealthVISION have guaranteed such indemnity.
F-33
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS)-PREDECESSOR BUSINESS)
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1996
1995 (unaudited)
---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 1,824,734 $ 35,672
Accounts receivable........................................................ 2,018,297 3,619,575
Prepaid expenses and other current assets.................................. 197,643 284,602
------------ ------------
Total current assets.................................................. 4,040,674 3,939,849
Deferred tax asset........................................................... 2,150,823 3,556,385
Equipment and furniture, net................................................. 1,012,501 1,454,369
Loan fees and closing costs, net............................................. 841,875 785,625
Intangibles, net............................................................. 44,033,921 39,810,539
------------ ------------
Total assets.......................................................... $ 52,079,794 $ 49,546,767
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................... $ 329,581 $ 58,772
Accrued compensation and related liabilities............................... 210,165 584
Other accrued liabilities.................................................. 200,000 163,661
Accrued interest........................................................... 789,011 --
Deferred revenue........................................................... -- 70,073
Income taxes payable....................................................... 837,309 2,025,031
Current portion of long-term debt.......................................... 5,121,369 4,296,542
------------ ------------
Total current liabilities............................................. 7,487,435 6,614,663
Long-term debt, less current portion......................................... 30,984,065 29,769,389
Parent company payable....................................................... 15,978,181 15,978,181
Commitments
Stockholders' equity:
LBA Health Care Management, Inc. common stock, $.01 par value; 100 shares
authorized, 100 shares issued and outstanding in 1995 and 1996.......... 1 1
Accumulated deficit........................................................ (2,369,888) 2,815,467
----------- ------------
Total stockholders' equity............................................ (2,369,887) (2,815,466)
----------- ------------
Total liabilities and stockholders' equity............................ 52,079,794 $ 49,546,767
=========== ============
</TABLE>
See accompanying notes.
F-34
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS)-PREDECESSOR BUSINESS)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
PREDECESSOR BUSINESS COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
LBA HEALTH CARE
PREDECESSOR BUSINESS MANAGEMENT, INC.
-------------------- ----------------
PERIOD FROM PERIOD FROM
JANUARY 1, 1995 JANUARY 1, 1996
THROUGH MARCH 31, 1995 THROUGH MARCH 31, 1996
---------------------- ----------------------
<S> <C> <C>
Revenue........................................................... $3,241,991 $ 7,471,511
Cost of revenue................................................... 1,091,371 4,021,099
----------
Gross profit...................................................... 2,150,620 3,450,412
Operating expenses:
Product development............................................. 79,500 49,670
Sales and marketing............................................. 980,348 650,385
General and administrative...................................... 257,522 2,681,197
---------- ----------
Total operating expenses................................... 1,317,370 3,381,252
---------- ----------
Operating income.................................................. 833,250 69,160
Other income (expense):
Interest expense................................................ (5,279) (743,720)
Interest income................................................. -- 11,141
---------- ----------
Total other income (expense)............................... (5,279) (732,579)
---------- ----------
Income (loss) before income taxes................................. 827,971 (663,419)
Benefit for income taxes.......................................... -- (217,840)
---------- ----------
Net income (loss)................................................. 827,971 (445,579)
Beginning retained earnings (accumulated deficit)................. 1,587,764 (2,369,888)
---------- ------------
Ending retained earnings (accumulated deficit).................... $2,415,735 $ (2,815,467)
========== ============
</TABLE>
See accompanying notes.
F-35
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS)-PREDECESSOR BUSINESS)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
LBA HEALTH CARE
PREDECESSOR BUSINESS MANAGEMENT, INC.
-------------------- ----------------
<S> <C> <C>
PERIOD FROM PERIOD FROM
JANUARY 1, 1995 JANUARY 1, 1996
THROUGH MARCH 31, 1995 THROUGH MARCH 31, 1996
---------------------- ----------------------
Operating activities
Net income (loss)................................................. $827,971 $ (445,579)
Adjustments to reconcilie net income (loss) to net cash provided
by operating activities:
Depreciation and amortization................................ 75,001 140,630
Amortization of intangibles.................................. -- 4,279,632
Gain on sale of equipment.................................... -- (23,492)
Deferred tax assets.......................................... -- (1,405,562)
Changes in operating assets and liabilities:
Accounts receivable........................................ (18,094) (1,601,278)
Prepaid expenses and other assets.......................... (43,666) (86,959)
Accounts payable........................................... 16,137 (270,809)
Accrued compensation and related liabilities............... (852,809) (209,581)
Other accrued liabilities.................................. -- (36,339)
Customer advances.......................................... (79,172) --
Accrued interest........................................... -- (789,011)
Deferred revenue........................................... 541,166 70,073
Income taxes payable....................................... -- 1,187,722
--------- ----------
Net cash provided by operating activities......................... 466,534 809,447
Investing activities
Purchases of equipment and furniture.............................. (35,171) (585,006)
Proceeds from sale of equipment................................... -- 26,000
--------- ----------
Net cash used in investing activities............................. (35,171) (559,006)
Financing activities
Principal payments on debt........................................ (38,539) (2,039,503)
--------- -----------
Net cash used in financing activities............................. (38,539) (2,039,503)
--------- -----------
Net (decrease) increase in cash................................... 392,824 (1,789,062)
--------- -----------
Cash at beginning of period....................................... 232,181 1,824,734
--------- -----------
Cash at end of period............................................. $625,005 $ 35,672
========= ============
Supplemental schedule of non-cash investing and financing
activities:
Cash paid for interest....................................... $ 5,279 $ 1,532,731
======== ============
Equipment and furniture obtained through capital lease
financing.................................................. $ 28,880 $ --
======== ============
</TABLE>
F-36
<PAGE>
LBA HEALTH CARE MANAGEMENT, INC.
(FORMERLY LBA HEALTH CARE MANAGEMENT, INC. (LBA)
AND HEALTHCARE DATA SOURCE, INC. (HDS)-PREDECESSOR BUSINESS)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1995 AND 1996
1. THE COMPANY, ORGANIZATION AND BASIS OF PRESENTATION
On September 27, 1995, LBA Health Care Management, Inc. (the "Company")
acquired substantially all of the business, assets, and liabilities of LBA
Health Care Management, Inc. and Heathcare Data Source (collectively, the
"Predecessor Business") pursuant to the terms of the Purchase Agreement dated
September 25, 1995 between HealthVISION, Inc., the parent of the Company and the
Predecessor Business. The Company is now a wholly owned subsidiary of
HealthVISION, Inc. The Company provides consulting and marketing services to
health care providers.
The aggregate purchase price (including closing costs) of the Predecessor
Business was $51,178,182. The acquisition was financed through $5,000,000 in
cash, the issuance of debt aggregating $35,000,000, and the issuance of
$10,978,182 of HealthVISION, Inc.'s stock. The business acquisition was
accounted for by the purchase method and the results of operations of the
Predecessor Business are included in the Company's financial statements for the
three months ended March 31, 1996. The allocation of the purchase price was as
follows:
<TABLE>
<S> <C>
Total purchase price........................................................... $51,178,182
Fair market value of net tangible assets acquired.............................. (808,389)
-----------
Excess purchase price over fair market value of net tangible assets
acquired ("excess purchase price")........................................... $50,369,793
===========
Allocation of excess purchase price:
Goodwill....................................................................... $19,079,793
Covenant-not-to-complete....................................................... 13,700,000
Value enhancements............................................................. 9,310,000
Assembled work force........................................................... 3,000,000
Backlog........................................................................ 3,700,000
In-process technology.......................................................... 1,580,000
-----------
$50,369,793
===========
</TABLE>
INTERIM FINANCIAL INFORMATION
The financial information at March 31, 1996 and for the three-month periods
ended March 31, 1995 and 1996 is unaudited but includes all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of the financial position at such date and of
the operating results and cash flows for such periods. The results for the
interim periods are not necessarily indicative of results expected for the
entire year ended December 31, 1996.
These interim financial statements should be read in conjunction with the
summary of significant accounting policies and notes to the financial statements
included in the Company's December 31, 1995 financial statements
included elsewhere in this Registration Statement.
F-37
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated balance sheets and
statements of operations have been derived from the Company's balance sheets as
of December 31, 1995 and March 31, 1996 and the statement of operations for the
year ended December 31, 1995 and the three months ended March 31, 1996.
Adjustments have been made to such information to give effect to (i) the April
28, 1995 acquisition of all of the outstanding capital stock of Datis, (ii) the
December 15, 1995 acquisition of the CHAMP unit of Mercer, (iii) the November
29, 1995 acquisition of the minority interest in CHKS, (iv) the May 14, 1996
acquisition of all of the capital stock of Response, and (v) the pending
acquisition of LBA, as if such acquisitions had occurred immediately before the
beginning of the periods presented. Adjustments have also been made to give
effect to the Offering and the application of the estimated net proceeds to the
Company therefrom.
The following unaudited pro forma statement of operations is not
necessarily indicative of future results of operations of the Company or the
results which would have resulted had the operations and management of the
Company, Datis, the CHAMP unit of Mercer, the minority interest in CHKS,
Response and LBA been combined during the periods presented. In addition, the
pro forma results are not intended to be a projection of future results. The
unaudited consolidated pro forma statement of operations should be read in
conjunction with the financial statements of Datis, the CHAMP unit of Mercer and
LBA, including the notes thereto, and the consolidated financial statements of
the Company, including the notes thereto, included elsewhere herein.
F-38
<PAGE>
HCIA INC. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1995
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
RESPONSE LBA
PRO FORMA PRO FORMA OFFERING PRO FORMA,
HCIA RESPONSE LBA COMBINED ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------ -------- ------ -------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash
equivalents....... $ 3,190 $ 517 $ 1,824 $ 5,531 $-- $ -- $ 5,531 $ -- $ 5,531
Short-term
investments......... 23,280 -- -- 23,280 (6,200)(11) (10,600)(17) 6,480 26,488(22) 32,968
Trade accounts
receivable.......... 16,623 482 2,018 19,123 (35)(12) -- 19,088 -- 19,088
Prepaid expenses.... 2,236 354 198 2,788 -- -- 2,788 -- 2,788
-------- ------ ------- ------- ------------ ------------ -------- ------------- -------
Total current
assets.......... 45,329 1,353 4,040 50,722 (6,235) (10,600) 33,887 26,488 60,375
Furniture and
equipment, net........ 6,576 319 1,013 7,908 -- -- 7,908 -- 7,908
Computer software
costs, net............ 11,012 -- -- 11,012 182(10) -- 11,194 -- 11,194
Other intangible
assets................ 42,338 81 44,034 86,453 463(10) 22,158(16)(19) 109,074 -- 109,074
Net deferred tax
asset................. 3,090 221 2,151 5,462 -- 18,183(18) 23,645 -- 23,645
Other................. 56 170 842 1,068 (170)(12) -- 898 -- 898
-------- ------- ------- -------- ----------- --------- -------- ---------- ---------
Total assets.... $108,401 $2,144 $52,080 $162,625 $(5,760) $ 29,741 $186,606 $ 26,488 $ 213,094
======== ======= ======= ======== =========== ========= ======== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.... $ 732 $ 82 $ 330 $ 1,144 $-- $ -- $ 1,144 $ -- $ 1,144
Accrued salaries,
benefits and other
liabilities....... 4,222 39 1,199 5,460 584(12) -- 6,044 -- 6,044
Capital lease
obligations......... 174 26 -- 200 -- -- 200 -- 200
Notes payable....... 2,265 -- 5,122 7,387 -- 5,300(17) 12,687 (10,000)(22) 2,687
Income taxes
payable............. 1,098 -- 837 1,935 -- -- 1,935 -- 1,935
Deferred revenue.... 1,167 25 -- 1,192 -- -- 1,192 -- 1,192
------ -------- -------- ------- --------- ------------- --------- ---------- -----------
Total current
liabilities... 9,658 172 7,488 17,318 584 5,300 23,202 (10,000) 13,202
Notes payable......... 699 250 46,962 47,911 (250)(12) 33,038 (17) 80,699 (80,000)(22) 699
------ -------- -------- ------- --------- ------------- --------- ---------- -----------
Total
liabilities..... 10,357 422 54,450 65,229 334 38,338 103,901 (90,000) 13,901
------ -------- -------- ------- --------- ------------- --------- ---------- -----------
Stockholders' equity:
Common stock -- $.01
par value;
15,000,000 shares
authorized;
8,955,932 shares
outstanding as of
December 31,
1995.............. 90 10 1 101 (10)(14) 4 (21) 95 20(22) 115
Additional paid in
capital............. 102,882 3,119 -- 106,001 (3,119)(14) 30,189 (21) 133,071 116,468(22) 249,539
Accumulated
deficit............. (4,953) (638) (2,371) (7,962) (3,734)(14) (38,790)(21) (50,486) -- (50,486)
Treasury stock...... -- (769) -- (769) 769 (14) -- -- -- --
Cumulative
unrealized
depreciation...... 44 -- -- 44 -- -- 44 -- 44
Cumulative effect of
currency
translation
adjustment........ (19) -- -- (19) -- -- (19) -- (19)
------ -------- -------- ------- --------- ------------- --------- ---------- -----------
Total
stockholders'
equity.......... 98,044 1,722 (2,370) 97,396 (6,094) (8,597) 82,705 116,488 199,193
------ ------ -------- ------- ------- ---------- ------- -------- --------
Total
liabilities
and
stockholders'
equity........ $108,401 $2,144 $52,080 $162,625 $(5,760) $ 29,741 $186,606 $ 26,488 $ 213,094
======== ====== ======= ======== ======== ========= ======== ========= =========
</TABLE>
F-39
<PAGE>
HCIA INC. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
RESPONSE LBA
PRO FORMA PRO FORMA OFFERING PRO FORMA,
HCIA RESPONSE LBA COMBINED ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------ -------- ----- -------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash
equivalents............. $ 4,359 $ 678 $ 36 $ 5,073 $-- $-- $ 5,073 $ -- $ 5,073
Short-term investments.... 20,582 -- -- 20,582 (6,200)(11) (10,600)(17) 3,782 26,488(22) 30,270
Trade accounts
receivable................ 18,222 462 3,620 22,304 (35)(12) -- 22,269 -- 22,269
Prepaid expenses.......... 2,858 362 284 3,504 -- -- 3,504 -- 3,504
-------- -------- ----- -------- ----------- ----------- --------- ----------- -----------
Total current
assets................ 46,021 1,502 3,940 51,463 (6,235) (10,600) 34,628 26,488 61,116
Furniture and equipment,
net........................ 6,356 326 1,454 8,136 -- -- 8,136 -- 8,136
Computer software costs,
net........................ 12,297 -- -- 12,297 182(10) -- 12,479 -- 12,479
Other intangible assets.... 42,813 78 39,811 82,702 456(10) 26,436(16)(19) 109,594 -- 109,594
Net deferred tax asset..... 2,940 221 3,556 6,717 -- 16,778(18) 23,495 -- 23,495
Other...................... 777 177 785 1,739 (170)(12) -- 1,569 -- 1,569
-------- ------ ------- -------- -------- ------- -------- --------- ----------
Total assets.......... $111,204 $2,304 $49,546 $163,054 $(5,767) $32,614 $189,901 $ 26,488 $ 216,389
======== ====== ======= ======== ======== ======= ======== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......... $ 1,222 $ 94 $ 59 $ 1,375 $-- $-- $ 1,375 $ -- $ 1,375
Accrued salaries, benefits
and other liabilities... 4,121 -- 164 4,285 584(12) -- 4,869 -- 4,869
Capital lease
obligations............... 125 24 -- 149 -- -- 149 -- 149
Notes payable............. 1,529 -- 4,297 5,826 -- 6,512(17) 12,338 (10,000)(22) 2,338
Income taxes payable...... 1,694 -- 2,025 3,719 -- -- 3,719 -- 3,719
Deferred revenue.......... 2,281 207 70 2,558 -- -- 2,558 -- 2,558
-------- ------ ------- -------- -------- ------- -------- --------- ---------
Total current
liabilities........... 10,972 325 6,615 17,912 584 6,512 25,008 (10,000) 15,008
Notes payable.............. 699 250 45,747 46,696 (250)(12) 34,253(17) 80,699 (80,000)(22) 699
-------- ------ ------- -------- -------- ------- -------- --------- ---------
Total liabilities..... 11,671 575 52,362 64,608 334 40,765 105,707 (90,000) 15,707
-------- ------ ------- -------- -------- ------- -------- --------- ---------
Stockholders' equity:
Common stock -- $.01 par
value; 15,000,000 shares
authorized; 11,482,567
shares outstanding as of
March 31, 1996.......... 90 10 1 101 (10)(14) 4(21) 95 20(22) 115
Additional paid in
capital................... 103,147 3,119 -- 106,266 (3,119)(14) 30,189(21) 133,336 116,468(22) 249,804
Accumulated deficit....... (3,662) (632) (2,817) (7,111) (3,740)(14) (38,344)(21) (49,195) -- (49,195)
Treasury stock............ -- (768) -- (768) 768(14) -- -- -- --
Cumulative unrealized
depreciation.............. (22) -- -- (22) -- -- (22) -- (22)
Cumulative effect of
currency translation
adjustment.............. (20) -- -- (20) -- -- (20) -- (20)
-------- ------ ------- -------- -------- ------- -------- --------- ---------
Total stockholders'
equity................ 99,533 1,729 (2,816) 98,446 (6,101) (8,151) 84,194 116,488 200,682
-------- ------ ------- -------- -------- ------- -------- --------- ---------
Total liabilities and
stockholders'
equity.............. $111,204 $2,304 $49,546 $163,054 $(5,767) $32,614 $189,901 $ 26,488 $ 216,389
======== ====== ======= ======== ======== ======= ======== ========= =========
</TABLE>
F-40
<PAGE>
HCIA INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
LBA DATIS CHAMP
PREDECESSOR PRO FORMA PRO FORMA
HCIA DATIS CHAMP RESPONSE BUSINESS LBA COMBINED ADJUSTMENTS ADJUSTMENTS
------- ------ ----- -------- ---------- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.......................... $48,015 $ 1,864 $7,189 $2,537 $10,164 $ 6,454 $76,223 $-- $ --
Salaries, wages and benefits..... 21,932 1,389 4,555 1,692 4,396 2,083 36,047 -- --
Other operating expenses......... 12,055 1,301 2,270 1,483 5,933 648 23,690 -- --
Depreciation..................... 1,619 222 -- 67 256 167 2,331 -- --
Amortization..................... 5,245 -- 70 10 -- 4,814 10,139 265(1) 523(3)
Write-off of acquired in-process
research and development
costs........................... 12,152 -- -- -- -- 1,580 13,732 -- (12,152)(4)
------- ------ ------ -------- ------- ------ -------- ------- ---------
Operating income (loss).......... (4,988) (1,048) 294 (715) (421) (2,838) (9,716 ) (265) 11,629
Interest income.................. 1,290 -- -- 65 11 9 1,375 -- --
Interest expense................. (187) (27) -- -- (16) (854) (1,084 ) -- --
------- ------ ------ -------- ------- ------ -------- ------- ---------
Income (loss) before income taxes
and minority interest in income
of consolidated subsidiaries.... (3,885) (1,075) 294 (650) (426) (3,683) (9,425 ) (265) 11,629
Benefit (provision) for income
taxes........................... 1,554 -- -- 225 -- 1,313 3,092 430(2) (4,769)(5)
Minority interest in income of
consolidated subsidiaries....... (74) -- -- -- -- -- (74 ) -- --
------- ------ ------ -------- ------- ------ -------- ------- ---------
Net income (loss)................ $(2,405) $(1,075) $ 294 $ (425) $ (426) $(2,370) $(6,407 ) $ 165 $ 6,860
======= ====== ===== ======= ======== ======== ========= ===== ==========
Net income (loss) per share...... $ (0.31)
========
Shares used in per share
calculation..................... 7,733
========
<CAPTION>
CHKS RESPONSE LBA
PRO FORMA PRO FORMA PRO FORMA PRO OFFERING PRO FORMA,
ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS FORMA ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenue.......................... $-- $-- $-- $76,223 $-- $76,223
Salaries, wages and benefits..... -- -- (4,100)(15) 31,947 -- 31,947
Other operating expenses......... -- -- -- 23,690 -- 23,690
Depreciation..................... -- -- -- 2,331 -- 2,331
Amortization..................... 181(6) 94(10) 330(16) 11,532 -- 11,532
Write-off of acquired in-process
research and development
costs........................... -- -- (1,580)(16) -- -- --
--------- --------- --------- ------- ------- -------
Operating income (loss).......... (181) (94) 5,350 6,723 -- 6,723
Interest income.................. -- (116)(11) (188)(17) 1,071 188(23) 1,259
Interest expense................. (200)(7) -- (7,027)(17) (8,311) 7,875(23) (436)
--------- --------- --------- ------- ------- -------
Income (loss) before income taxes
and minority interest in income
of consolidated subsidiaries.... (381) (210) (1,865) (517) 8,063 7,546
Benefit (provision) for income
taxes........................... 80(8) 46(13) 406(20) (715) (3,225)(24) (3,940)
Minority interest in income of
consolidated subsidiaries....... 74(9) -- -- -- -- --
--------- --------- --------- ------- ------- -------
Net income (loss)................ $(227) $ (164) $(1,459) (1,232) 4,838 $ 3,606
========= ========= ========= ======= ======= =======
Net income (loss) per share...... $ 0.34
=======
Shares used in per share
calculation..................... 10,572
=======
</TABLE>
See accompanying notes to pro forma financial statements.
F-41
<PAGE>
HCIA INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
RESPONSE LBA
PRO FORMA PRO FORMA OFFERING PRO FORMA,
HCIA RESPONSE LBA COMBINED ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------- -------- ----- -------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $14,229 $698 $7,472 $22,399 $-- $-- $22,399 $ -- $22,399
Salaries, wages and
benefits.............. 6,686 393 2,201 9,280 -- -- 9,280 -- 9,280
Other operating
expenses.............. 3,303 285 781 4,369 -- -- 4,369 -- 4,369
Depreciation............ 518 22 141 681 -- -- 681 -- 681
Amortization............ 1,792 3 4,280 6,075 23(10) (2,995)(16) 3,103 -- 3,103
Write-off of acquired
in-process research
and development
costs................. -- -- -- -- -- -- -- -- --
------- -------- ----- -------- ----------- ----------- --------- ----------- -----------
Operating income
(loss)................ 1,930 (5) 69 1,994 (23) 2,995 4,966 -- 4,966
Interest income......... 282 13 11 306 (78)(11) (125)(17) 103 125(23) 228
Interest expense........ (83) (1) (744) (828) -- (1,230)(17) (2,058) 1,969(23) (89)
------- -------- ----- -------- ----------- ----------- --------- ----------- -----------
Income (loss) before
income taxes and
minority interest in
income of consolidated
subsidiaries.......... 2,129 7 (664) 1,472 (101) 1,640 3,011 2,094 5,105
Benefit (provision) for
income taxes.......... (838) (1) 218 (621 ) 31(13) (1,026)(20) (1,616) (837)(24) (2,453)
Minority interest in
income of consolidated
subsidiaries.......... -- -- -- -- -- -- -- -- --
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net income (loss)...... $ 1,291 $ 6 $ (446) $ 851 $ (70) $ 614 $ 1,395 $ 1,257 $ 2,652
Net income per share... $ 0.14 $ 0.22
Shares used in per
share calculation.... 9,460 11,953
</TABLE>
See accompanying notes to pro forma financial statements.
F-42
<PAGE>
HCIA INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND MARCH 31, 1996
(UNAUDITED)
(1) PRO FORMA ADJUSTMENTS
In preparing the accompanying pro forma financial statements, the following
adjustments have been made:
DATIS ACQUISITION
(1) Reflects the additional amortization of intangible assets recorded
as a result of the allocation of the purchase price. These intangible
assets and their lives are as follows:
<TABLE>
<S> <C> <C>
Software................................................. $ 233,000 5 years
Databases................................................ $ 17,000 5 years
Goodwill................................................. $ 16,485,000 20 years
</TABLE>
(2) Reflects the benefit of the Datis tax losses which are offset by
the taxable income of the Company.
CHAMP ACQUISITION
(3) Reflects the additional amortization of intangible assets recorded
as a result of the allocation of the purchase price. These intangible
assets and their lives are as follows:
<TABLE>
<S> <C> <C>
Software................................................. $ 859,000 5 years
Trade Name............................................... $ 1,266,000 12 years
Assembled Work Force..................................... $ 1,102,000 12 years
Customer Base............................................ $ 595,000 12 years
Goodwill................................................. $ 1,526,000 12 years
</TABLE>
(4) Reflects the reversal of the non-recurring write-off of acquired
in-process research and development costs.
(5) Reflects the tax provision related to CHAMP operations and the tax
effects of pro forma adjustments described in notes 3 and 4 above.
CHKS ACQUISITION
(6) Reflects the additional amortization of goodwill recorded as a
result of the allocation of the purchase price over a period of 15 years.
(7) Reflects the interest expense related to the notes payable issued
in connection with the purchase.
(8) Reflects the tax benefit of the pro forma adjustment described in
note 7 above.
(9) Reflects the reversal of the minority interest.
F-43
<PAGE>
(1) PRO FORMA ADJUSTMENTS -- Continued
RESPONSE ACQUISITION
<TABLE>
<S> <C> <C>
(10) Reflects the impact of the allocation of the
purchase price to intangible assets and the additional
amortization expense recorded as a result of the allocation.
These assets and their lives are as follows:
Software $182,000 5 years
Assembled Work Force $133,000 12 years
Customer Base $393,000 12 years
Goodwill $205,039 15 years
</TABLE>
(11) Reflects the reduction of short-term investments and the
related interest income which would have occurred had the Response
acquisition been funded out of the Company's existing short-term
investments.
(12) Reflects the reduction of certain assets to their estimated
realizable value and the recording of certain liabilities related to the
acquisition and the repayment of certain debt in accordance with the
acquisition agreement.
(13) Reflects the tax benefits of the pro forma adjustments
described in note 11 above.
(14) Reflects the elimination of historical stockholder equity.
LBA ACQUISITION
(15) To record the salaries, wages and benefits payable to certain
executives of LBA as if the compensation arrangements to be in effect
with these employees subsequent to the acquisition were in place at
the beginning of the period presented.
(16) Reflects the reversal of intangible assets and amortization
expense recorded on the prior basis of accounting, the write-off of
acquired in process research and development costs and the recording of
intangible assets and additional amortization of intangible assets as a
result of the allocation of the purchase price. These assets and their
lives are as follows:
<TABLE>
<S> <C> <C>
Software and technology $13,435,000 6 years
Assembled Work Force $ 4,080,000 10 years
Customer Base $ 5,178,000 10 years
Goodwill $37,170,000 20 years
</TABLE>
(17) Reflects the reduction of short-term investments, additional
debt and additional interest expense which would have resulted had the
acquisition occurred at the beginning of the period.
(18) Reflects the debt acquisition costs incurred in connection with
the debt.
(19) Reflects the value of acquired tax net operating loss
carryforwards.
(20) Reflects the tax benefits of the pro forma adjustments
described in notes 15, 16 and 17 above.
(21) Reflects the elimination of historical stockholder equity
including a one-time charge related to acquired in-process research
and development costs of approximately $41.2 million.
OFFERING ADJUSTMENTS
(22) Reflects the receipt and application of the net proceeds of the
offering to the Company at an assumed offering price of $61 1/4 per
share.
(23) Reflects the reversal of interest expense and additional
interest income which would have occurred had the offering occurred at
the beginning of the periods presented.
(24) Reflects the tax benefits of the pro forma adjustments
described in note 23 above.
(2) NET INCOME PER SHARE
The number of shares used to calculate net income per share is determined
based on the weighted average number of shares outstanding using the treasury
stock method for outstanding stock options. In the columns of the statement
reflecting net income for the period, the weighted average number of shares
includes the impact of using the treasury stock method for outstanding stock
options as such stock options are dilutive to earnings per share. In the columns
reflecting a loss for the period, the impact of the outstanding stock options is
not included in the calculation of weighted average shares outstanding as such
options are antidilutive.
F-44
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY THE COMMON
STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 6
Price Range of Common Stock.................... 9
Dividend Policy................................ 9
Use of Proceeds................................ 10
Capitalization................................. 10
Selected Consolidated Financial Data........... 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 13
Business....................................... 20
Management..................................... 28
Principal and Selling Stockholders............. 32
Underwriting................................... 34
Legal Matters.................................. 35
Experts........................................ 35
Additional Information......................... 36
Incorporation of Certain Information by
Reference.................................... 37
Index to Financial Statements.................. F-1
</TABLE>
2,216,696 SHARES
(HCIA logo appears here)
COMMON STOCK
PROSPECTUS
MERRILL LYNCH & CO.
ALEX. BROWN & SONS
INCORPORATED
HAMBRECHT & QUIST
MONTGOMERY SECURITIES
ROBERTSON, STEPHENS & COMPANY
, 1996
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following table sets forth a statement of all expenses payable by the
Registrant in connection with the registration of the Common Stock covered
hereby.
<TABLE>
<S> <C>
SEC Registration Fee........................................................................ $ 44,611
NASD Fee.................................................................................... 13,437
Accounting Fees and Expenses................................................................ **
Legal Fees and Expenses..................................................................... **
Blue Sky Fees and Expenses.................................................................. 7,000
NASDAQ Listing Fee.......................................................................... 17,500
Miscellaneous Fees and Expenses............................................................. **
---------
Total................................................................................ $ **
=========
</TABLE>
* Except for the SEC Registration Fee and NASD Fee, all expenses are estimated.
** To be supplied by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that the Registrant may indemnify any director who was, is or is threatened to
be made a named defendant or respondent to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director of the
Registrant, or while a director, is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan, against reasonable expenses
(including attorneys' fees), judgments, penalties, fines and settlements,
actually incurred by the director in connection with such action, suit or
proceeding, unless it is established that: (i) the act or omission of the
director was material to the matter giving rise to such action, suit or
proceeding, and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the director actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. If the action, suit or proceeding was one by or in the
right of the Registrant, no indemnification shall be made with respect to any
action, suit or proceeding in which the director shall have been adjudged to be
liable to the Registrant. A director also may not be indemnified with respect to
any action, suit or proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director is adjudged to be liable on the basis that a personal
benefit was improperly received. Unless limited by the Registrant's Charter: (i)
a court of appropriate jurisdiction, upon application of a director, may order
such indemnification as the court shall deem proper if it determines that the
director is fairly and reasonably entitled to indemnification in view of all of
the relevant circumstances, regardless of whether the director has met the
standards of conduct required by Section 2-418; and (ii) the Registrant shall
indemnify a director if such director is successful on the merits or otherwise
in defense of any action, suit or proceeding referred to above. However, with
respect to any action, suit or proceeding by or in the right of the Registrant
or in which the director was adjudged to be liable on the basis that a personal
benefit was improperly received, the Registrant may only indemnify the director
for any expenses (including, attorneys' fees) incurred in connection with such
action, suit or proceeding.
Section 2-418 of the MGCL further provides that unless limited by the
Registrant's Charter, the Registrant: (i) shall (a) indemnify an officer of the
Registrant if such officer is successful on the merits or otherwise in defense
of any action, suit or proceeding referred to above, and (b) indemnify an
officer of the Registrant if a court of appropriate jurisdiction, upon
application of an officer, shall order indemnification; (ii) may indemnify
II-1
<PAGE>
and advance expenses to an officer, employee or agent of the Registrant to the
same extent that it may indemnify directors; and (iii) may indemnify and advance
expenses to an officer, employee or agent who is not a director to such further
extent, consistent with law, as may be provided by the Charter, Bylaws, general
or specific action of the Registrant's Board of Directors or contract.
The Registrant's Bylaws provide that the Registrant shall indemnify: (i)
any individual who is a present or former director or officer of the Registrant;
or (ii) any individual who serves or has served in another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director or officer, or as a partner or trustee of such partnership or
employee benefit plan, at the request of the Registrant and who by reason of
service in that capacity was, is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the full extent permitted under
the MGCL. The Registrant may, with the approval of its Board of Directors,
provide such indemnification for a person who formerly served a predecessor of
the Registrant in any of the capacities described in (i) or (ii) above and for
any employee or agent of the Registrant or a predecessor of the Registrant.
The Registrant's Bylaws also provide that the reasonable expenses incurred
by a director or officer who is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid or reimbursed by the
Registrant in advance of the final disposition of the proceeding upon receipt by
the Registrant of: (i) a written affirmation by the party seeking
indemnification that he has a good faith belief that the standard of conduct
necessary for indemnification by the Registrant has been met; and (ii) a written
undertaking by or on behalf of the party seeking indemnification to repay the
amount if it shall ultimately be determined that such standard of conduct has
not been met.
The Registrant's Charter provides that, to the fullest extent permitted by
Maryland statutory or decisional law, as amended or interpreted, no director or
officer of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages. The Registrant's Charter also provides that
except as the Bylaws of the Registrant may otherwise provide, no indemnification
shall be provided for any director or officer or for any employee or agent of
the Registrant or any predecessor of the Registrant or any other entity.
The provisions in the Charter and Bylaws do not eliminate the duty of care.
In appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief remain available under Maryland law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under the MGCL. These provisions also do not
affect a director's or officer's responsibilities under any other law, such as
the federal or state securities laws or state or federal environmental laws.
The Underwriting Agreement (a form of which is filed as Exhibit 1.1 hereto)
will provide that the Underwriters shall indemnify and hold harmless the Selling
Stockholders, the Registrant and each director, officer or controlling person of
the Registrant from and against any liability caused by any statement or
omission in the Registration Statement or Prospectus based upon certain
information furnished to the Registrant by the Underwriters for use in the
preparation thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
1.1 * Proposed form of Underwriting Agreement by and among the Registrant, the Selling Stockholders and the
Underwriters.
2.1 ++ Agreement and Plan of Reorganization by and among the Registrant, HCIA Sub Inc. and HealthVISION, Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
3.1 ** Articles of Amendment and Restatement of the Registrant.
3.2 *** Amended and Restated Bylaws of the Registrant.
5.1 Opinion of Whiteford, Taylor & Preston L.L.P. (including the consent of such firm).
10.1 ** Employment Agreement dated as of January 1, 1995 by and between the Registrant and George D. Pillari.
10.2 *** Agreement dated October 13, 1992 by and among the Registrant, AMBAC Inc. and George D. Pillari.
10.3 *** Agreement dated September 20, 1994 by and among the Registrant, AMBAC Inc., AMBAC Indemnity
Corporation and George D. Pillari.
10.4 ** HCIA Inc. 1994 Stock and Incentive Plan.
10.5.1 *** Agreement dated June 11, 1990 by and among Voluntary Hospitals of America, Inc., the Commission on
Professional and Hospital Activities and the Registrant ("VHA Agreement").
10.5.2 *** Addendum to VHA Agreement dated January 11, 1995.
10.6.1 *** Agreement for Development and Implementation of EPO Utilization Data Audit dated January 1, 1992 by
and between Amgen Inc. and the Registrant, as amended.
10.6.2 Fifth Amendment to Agreement for Development and Implementation of EPO Utilization Data Audit dated
June 12, 1996.
10.7 *** Asset Purchase Agreement dated March 10, 1994 by and between HCIA Software Systems, Inc. and the
Registrant.
10.8 *** Agreement dated December 4, 1992 by and among Healthcare Knowledge Resources, Inc., the Registrant
and the Commission on Professional and Hospital Activities.
10.9 ** Non-Employee Directors Stock Option Plan.
10.10 *** Maryland Full-Service Office Lease dated November 22, 1991 by and between FBC&G Limited Partnership
and AMBAC Inc., as amended.
10.11 *** Lease dated March 2, 1992 by and between Domino's Pizza, Inc. and the Registrant, as amended.
10.12 *** Incentive Compensation Plan.
10.13 *** Tax Sharing Agreement by and among AMBAC Inc., AMBAC Indemnity Corporation, American Municipal Bond
Holding Company and the Registrant dated as of July 18, 1991.
10.14 ** Registration Rights Agreement dated August 10, 1995 by and among the Registrant, George D. Pillari,
AMBAC Inc. and AMBAC Indemnity Corporation.
10.15 Form of Management Retention Agreement.
11.1 +++ Statement regarding Computation of Per Share Earnings.
21.1 Subsidiaries of the Registrant.
23.1.1 +++ Consent of KPMG Peat Marwick LLP.
23.1.2 +++ Consent of KPMG Peat Marwick LLP.
23.1.3 +++ Consent of KPMG Peat Marwick LLP.
23.2 +++ Consent of Price Waterhouse LLP.
23.3 +++ Consent of Ernst & Young LLP.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
23.4 Consent of Whiteford, Taylor & Preston L.L.P. (included in Exhibit 5.1).
24.1 +++ Power of Attorney.
</TABLE>
* To be filed by amendment.
** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-94946).
*** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-88226).
+ Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the Year ended December 31, 1995.
++ Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 22, 1996.
+++ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts*
- ------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-00492).
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Baltimore, State of Maryland, on July 25, 1996.
HCIA INC.
By: /s/ George D. Pillari
George D. Pillari, Chairman of the
Board
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
/s/ George D. Pillari Chairman of the Board, President July 25, 1996
and Chief Executive Officer
GEORGE D. PILLARI (principal executive officer)
/s/ Barry C. Offutt Senior Vice President and Chief July 25, 1996
Financial Officer (principal
BARRY C. OFFUTT financial and accounting
officer)
* Director July 25, 1996
PHILLIP B. LASSITER
* Director July 25, 1996
RICHARD DULUDE
* Director July 25, 1996
RICHARD BERMAN
* Director July 25, 1996
W. GRANT GREGORY
* Director July 25, 1996
MARK C. ROGERS
* Director July 25, 1996
CARL J. SCHRAMM
</TABLE>
* Barry C. Offutt, by signing his name hereto, does hereby sign this document on
behalf of each of the named directors of the Registrant pursuant to a power of
attorney executed by each such person.
/s/ Barry C. Offutt
- ---------------------
Barry C. Offutt
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
<S> <C> <C>
1.1 * Proposed form of Underwriting Agreement by and among the Registrant, the Selling
Stockholders and the Underwriters.
2.1 ++ Agreement and Plan of Reorganization by and among the Registrant, HCIA Sub Inc. and HealthVISION, Inc.
3.1 ** Articles of Amendment and Restatement of the Registrant.
3.2 *** Amended and Restated Bylaws of the Registrant.
5.1 Opinion of Whiteford, Taylor & Preston L.L.P. (including the consent of such firm).
10.1 ** Employment Agreement dated as of January 1, 1995 by and between the Registrant and George
D. Pillari.
10.2 *** Agreement dated October 13, 1992 by and among the Registrant, AMBAC Inc. and George D.
Pillari.
10.3 *** Agreement dated September 20, 1994 by and among the Registrant, AMBAC Inc., AMBAC
Indemnity Corporation and George D. Pillari.
10.4 ** HCIA Inc. 1994 Stock and Incentive Plan.
10.5.1 *** Agreement dated June 11, 1990 by and among Voluntary Hospitals of America, Inc., the
Commission on Professional and Hospital Activities and the Registrant ("VHA Agreement").
10.5.2 *** Addendum to VHA Agreement dated January 11, 1995.
10.6.1 *** Agreement for Development and Implementation of EPO Utilization Data Audit dated January
1, 1992 by and between Amgen Inc. and the Registrant, as amended.
10.6.2 Fifth Amendment to Agreement for Development and Implementation of EPO Utilization Data
Audit dated June 12, 1996.
10.7 *** Asset Purchase Agreement dated March 10, 1994 by and between HCIA Software Systems, Inc.
and the Registrant.
10.8 *** Agreement dated December 4, 1992 by and among Healthcare Knowledge Resources, Inc., the
Registrant and the Commission on Professional and Hospital Activities.
10.9 ** Non-Employee Directors Stock Option Plan.
10.10 *** Maryland Full-Service Office Lease dated November 22, 1991 by and between FBC&G Limited
Partnership and AMBAC Inc., as amended.
10.11 *** Lease dated March 2, 1992 by and between Domino's Pizza, Inc. and the Registrant, as
amended.
10.12 *** Incentive Compensation Plan.
10.13 *** Tax Sharing Agreement by and among AMBAC Inc., AMBAC Indemnity Corporation, American
Municipal Bond Holding Company and the Registrant dated as of July 18, 1991.
10.14 ** Registration Rights Agreement dated August 10, 1995 by and among the Registrant, George
D. Pillari, AMBAC Inc. and AMBAC Indemnity Corporation.
10.15 Form of Management Retention Agreement
11.1 +++ Statement regarding Computation of Per Share Earnings.
21.1 Subsidiaries of the Registrant.
23.1.1 +++ Consent of KPMG Peat Marwick LLP.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
<S> <C> <C>
23.1.2 +++ Consent of KPMG Peat Marwick LLP.
23.1.3 +++ Consent of KPMG Peat Marwick LLP.
23.2 +++ Consent of Price Waterhouse LLP.
23.3 +++ Consent of Ernst & Young LLP.
23.4 Consent of Whiteford, Taylor & Preston L.L.P. (included in Exhibit 5.1).
24.1 +++ Power of Attorney.
</TABLE>
* To be filed by amendment.
** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-94946).
*** Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-88226).
+ Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the Year ended December 31, 1995.
++ Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 19, 1996.
+++ Previously filed.
WHITEFORD, TAYLOR & PRESTON
L.L.P.
SEVEN SAINT PAUL STREET
BALTIMORE, MARYLAND 21202-1626
410 347-8700
FAX 410 752-7092
210 WEST PENNSYLVANIA AVENUE 1025 CONNECTICUT AVENUE, NW
TOWSON, MARYLAND 21204-4515 WASHINGTON, D.C. 20036-5405
TELEPHONE 410 832-2000 TELEPHONE 202 659-6800
FAX 410 832-2015 FAX 202 331-0573
----- -----
30 COLUMBIA CORPORATE CENTER 1317 KING STREET
10440 LITTLE PATUXENT PARKWAY ALEXANDRIA, VIRGINIA 22314-2928
COLUMBIA, MARYLAND 21044 TELEPHONE 703 836-5742
TELEPHONE 410 884-0700 FAX 703 836-0265
FAX 410-884-0719
-----
July 25, 1996
Board of Directors
HCIA Inc.
300 East Lombard Street
Baltimore, Maryland 21202
Re: Registration Statement on Form S-3; 1933 Act File No.:
333-08639
Gentlemen:
We have acted as counsel to HCIA Inc., a Maryland corporation (the
"Corporation"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") filed by the Corporation under the Securities Act of
1933, as amended (the "Act"), with respect to 2,549,201 shares of the common
stock of the Corporation, par value $.01 per share (the "Stock"). In that
capacity, we have reviewed the Articles of Incorporation and Bylaws of the
Corporation, as amended, the Registration Statement, the corporate action taken
by the Corporation that provides for the registration of the distribution of the
Stock, and such other materials and matters as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Stock has been
duly authorized and, upon issuance under the terms set forth in the Registration
Statement and the receipt of the consideration therefor, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
/s/ Whiteford, Taylor & Preston L.L.P.
WHITEFORD, TAYLOR & PRESTON L.L.P.
FIFTH AMENDMENT TO
AGREEMENT FOR
DEVELOPMENT AND IMPLEMENTATION OF
EPO UTILIZATION DATA AUDIT
This Fifth Amendment ("Amendment"), effective June 12, 1996, by and
between HCIA Inc. ("HCIA"), a Maryland corporation, and successor by merger to
Healthcare Knowledge Resources, Inc., a Michigan corporation ("HKR"), and Amgen
Inc., a Delaware corporation ("Client") with reference to the following:
A. Effective January 1, 1992, HKR and Client entered into that certain
Agreement for Development and Implementation of EPO Utilization Data Audit (the
"Agreement"), as amended on August 1, 1992, April 6, 1993, July 1, 1994, and
June 30, 1995.
B. Effective October 4, 1993, HCIA became the corporate successor to
HKR by merger and, pursuant to Section 12.14 of the Agreement, HCIA expressly
assumed all of HKR's rights and obligations under the Agreement. All references
in the Agreement to HKR shall be deemed references to HCIA.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto hereby amend the Agreement as
follows:
1. Section 10.1. Term is amended in its entirety as follows:
The term of this Agreement shall be for a period of six (6)
years from the effective date of this Agreement. This Agreement shall
be automatically extended for additional terms of one (1) year, unless
Client delivers to HCIA written notice of Client's intent not to so
renew not less than one hundred and eighty (180) days prior to the end
of the initial or any extended term.
2. Sections 10.2.2. Termination by Client and 10.2.3. Termination Due
to Arbitrator's Decision as added by the Second Amendment to Agreement dated
April 16, 1993, and as amended by the Third Amendment to Agreement dated July
1994, and the Fourth Amendment to Agreement dated June 30, 1995, are hereby
amended in their entirety as follows:
10.2.2. Termination by Client. Client reserves the right to terminate
this Agreement, for any reason other than as set forth in Section
10.2.3, upon ninety (90) days' prior written notice to HCIA; provided,
however, that in the event Client so elects to terminate this Agreement
prior to December 31, 1997, Client agrees to pay to HCIA, upon the
effective date of such termination and in addition to all other amounts
then owing, (a) $180,000 per month through December 31, 1997 (the
"Severance Amount"), which Severance Amount shall constitute a credit
against the payment by Client of any fees for any products or services
<PAGE>
offered by HCIA (including, without limitation, receipt of audit data)
and ordered by Client or its affiliates by December 31, 1997 or such
later date as agreed upon by the parties; plus (b) an amount equal to
the out-of-pocket expenses incurred by HCIA under this Agreement as of
the effective date of such termination. In connection with any products
or services ordered by Client or its affiliates under this Section
10.2.2., Client agrees to execute HCIA's standard agreement for such
products or services.
10.2.3. Termination Due to Arbitrator's Decision. Client reserves the
right to terminate this Agreement upon thirty (30) days' prior written
notice to HCIA in the event the arbitrator of the arbitration
proceedings between Client and Ortho Pharmaceutical Corporation
determines that the Audit Program shall not be utilized in the
arbitrator's audit of EPO administration to hospital inpatients and
outpatients; provided, however, that in the event Client so elects to
terminate this Agreement prior to December 31, 1997, Client agrees that
it shall pay to HCIA, upon the effective date of such termination and
in addition to all other amounts then owing, either, at Client's
election (a) the Severance Amount, which such Severance Amount shall
constitute a credit against the payment by Client of any fees for any
products or services offered by HCIA (including, without limitation,
receipt of audit data) and ordered by Client or its affiliates by
December 31, 1997 or such later date as agreed upon by the parties;
plus the out-of-pocket expenses incurred under this Agreement by HCIA
as of the effective date of such termination, or (b) an amount equal to
one-half (1/2) of the Severance Amount, which such amount shall not
constitute a credit against the payment by Client of any fees for any
products or services offered by HCIA, plus the out-of-pocket expenses
incurred by HCIA as of the effective date of such termination. In
connection with any products or services ordered by Client or its
affiliates under this Section 10.2.3, Client agrees to execute HCIA's
standard agreement for such products or services.
3. Except as amended hereby, the Agreement, as amended on August 1,
1992, April 6, 1993, July 1, 1994, and June 30, 1995, shall continue in full
force and effect in accordance with its terms.
-2-
<PAGE>
IN WITNESS WHEREOF, each of the parties has duly executed this
Amendment effective as of the date first written above.
WITNESS: HCIA INC.
_____________________ By: /s/ Barry C. Offutt
Barry C. Offutt
Senior Vice President
AMGEN INC.
_____________________ By: /s/ Thomas A. Hardy
Name: Thomas A. Hardy
Title: Director, Finance Admin.
-3-
FORM OF
MANAGEMENT RETENTION AGREEMENT
MANAGEMENT RETENTION AGREEMENT (this "Agreement"), made as of
May 15, 1996 by and between HCIA INC., a Maryland corporation (the "Company"),
and the executive officer named on the signature page of this Agreement (the
"Executive").
WITNESSETH:
WHEREAS, the Executive is currently a valued key
executive of the Company or one of its Affiliates (as defined below); and
WHEREAS, the Compensation Committee (the "Committee") of the
Board of Directors of the Company (the "Board"), recognizes that in the event of
a future change in control of the Company, or any threatened change in control,
uncertainty and questions could rise among management and could result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders; and
WHEREAS, the Company considers it essential to the best
interests of its stockholders to foster to continuous employment of key
management personnel, such as the Executive, in the event of any actual or
threatened change in control by providing for the payment of severance benefits
in the event of the Executive's termination of employment following a change in
control;
NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment and Duties
The Company hereby agrees to employ the Executive
in the capacity indicated on the signature page of this Agreement, and the
Executive hereby accepts such employment. During the Term, as defined in
Section 2 below, the Executive shall have such duties as may be assigned to the
Executive from time to time by the Board or the Board's designee which are
commensurate with the duties of the Executive in the capacity indicated on the
signature page of this Agreement or such other, superior position to which
the Executive may be promoted by the Company in its discretion. The
Executive shall devote substantially all his business time, attention,
skill and efforts during the Term to the faithful performance of his duties
hereunder and shall not accept employment elsewhere during the Term.
<PAGE>
2. Term
The term of the Executive's employment under
this Agreement (the "Term") shall commence on the date of any Change in
Control occurring after the date hereof and shall continue in effect
through the second anniversary thereof. The provisions of this Agreement
shall continue in effect beyond the Term to the extent necessary to carry out
the intentions of the parties hereto. As used in this Agreement, a "Change in
Control" shall be deemed to occur on the date on which one of the following
events occurs:
(i) the acquisition by any person (within the
meaning of Sections 13(d) and/or 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than an employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
affiliates, of beneficial ownership (within the meaning of the rules
promulgated under Section 13(d) of the Exchange Act) of 30% or more of the then
outstanding voting securities of the Company entitled to vote generally in
the election of directors or of equity securities having a value equal to
30% or more of the total value of all equity securities of the Company; or
(ii) individuals who as of the date of this
Agreement constitute the Board, and subsequently elected members of the
Board whose election is approved or recommended by at least majority of
such current members or their successors whose election was so approved or
recommended, cease for any reason to constitute at least a majority of such
Board; or
(iii) a change in the composition of a majority
of the Board within twelve (12) months after any person (as defined above)
is or becomes the beneficial owner (as defined above) of securities of the
Company representing 20% or more of the then outstanding securities of the
Company entitled to vote generally in the election of directors or of equity
securities having a value equal to 20% or more of the total value of all equity
securities of the Company; or
(iv) a change in control of a nature that
would be required to be reported in response to Item 8(a) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, as in effect on the date
of this Agreement.
3. Compensation
During the Term the Executive shall be entitled to
the following compensation for his services to the Company:
2
<PAGE>
(a) Base Salary. The Company shall pay,
and the Executive shall accept, a base salary (the "Base Salary") at a
rate no less than the Executive's base salary in effect immediately prior to
the Change in Control, subject to increase in accordance with the immediately
succeeding sentence. The Base Salary shall be reviewed at least annually by
the Committee and may be increased, but not decreased, to reflect the
Executive's performance and shall be increased to provide the Executive
with such other increases as shall be consistent with increases in base
salary awarded in the ordinary course of business to other key executives of the
Company or of any Affiliate.
(b) Cash Bonus. In addition to the Base
Salary, the Executive shall be paid for each full or partial fiscal year of
the Company during the Term, an annual cash bonus (the "Bonus") pursuant to
the current bonus and incentive plans of the Company, as may be amended or
supplemented by the Company during the Term; provided, however, that such
annual Bonus shall be a percentage of the Base Salary payable to the
Executive for the relevant fiscal year, which is no less than the Executive's
bonus for the prior fiscal year was as a percentage of the Executive's Base
Salary for such year. Bonuses shall be paid in cash to the Executive no later
than 30 days following the close of each fiscal year during and immediately
following the Term.
(c) Incentive, Savings and Retirement Plans.
In addition to the Base Salary and Bonuses payable pursuant to this Agreement,
the Executive shall be entitled to participate in incentive, savings and
retirement plans and programs, whether qualified or non-qualified (including,
without limitation, the Company's 1994 Stock and Incentive Plan and the
Company's Savings Incentive Plan), or substantially equivalent successor
or substitute plans) of the Company and its Affiliates applicable to other key
executives, providing an aggregate level of compensation (including target
payouts, where applicable) and benefits no less favorable than in effect prior
to a Change in Control.
(d) Welfare Benefits Plans. The Executive
and/or the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under each welfare benefit
plan of the Company applicable to other key executives including without
limitation, all medical, dental, disability, group life, accident death and
travel accident insurance plans and programs of the Company and its
Affiliates, upon terms, and at a level of participation, no less favorable than
applicable to other similarly situated executives of the Company and its
Affiliates.
(e) Expenses. The Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses
incurred by him in the performance of his duties for the Company which shall
be paid to him in accordance with the policies and procedures of the Company
as in effect at any time thereafter with respect to other key executives.
3
<PAGE>
(f) Fringe Benefits. The Executive shall be
entitled to fringe benefits no less favorable than in effect prior to a Change
in Control.
(g) Office and Support Staff. The Executive
shall be entitled to an office or offices of a size and with furnishings and
other amenities, and to secretarial and other assistance, at least equal to
those available to the Executive prior to a Change in Control.
(h) Vacation. The Executive shall be
entitled to paid vacation, and paid holidays in accordance with the policies
of the Company as in effect upon the commencement of the Term.
(i) Application of Severance Policies After
the Term. Upon the expiration of the Term, the Executive shall become a
participant in the most favorable severance policy applicable to similarly
situated executives of the Company and its Affiliates (other than as
agreed to as part of individual employment agreements), with all years
of service with the Company and any Affiliate counted for purposes of the
calculation of such severance benefits.
(j) Stock Options, etc. Upon the commencement
of the Term, the Executive shall be fully vested in all stock options,
restricted stocks, restricted stock units and any other awards theretofore
awarded under the Company's 1994 Stock and Incentive Plan, as amended, or
any successor thereto.
4. Termination of Employment
(a) Termination for Cause; Resignation without
Good Reason. The Company may terminate the Executive's employment
hereunder for Cause (as defined in Section 7 of this Agreement). If the
Executive's employment is terminated by the Company for Cause, or by the
Executive for reasons other than Good Reason (as defined in Section 7 of this
Agreement) prior to the expiration of the Term, the Company shall be obligated
to make payment of any Compensation (as defined in Section 7 of this
Agreement) earned prior to the Date of Termination (as defined in Section
7 of this Agreement) but not yet paid to the Executive and any payment from
any employee benefit plan described in Section 3 of this Agreement which
shall be paid in accordance with such plan and the continuation of coverage
under any insurance program as required under any such benefit plan or which may
be required by law. The Executive shall also be entitled to the payment of any
Bonus earned but not yet paid, including, without limitation, any deferred
Bonus, and the pro rata amount of the guaranteed minimum Bonus under Section
3(b) of this Agreement if the Date of Termination occurs before the end of any
fiscal year. Except as provided above, the Company shall not be obligated to
make any additional payments of Compensation or
4
<PAGE>
benefits specified in Section 3 of this Agreement for any periods after the Date
of Termination.
(b) Resignation for Good Reason; Termination
without Cause. If the Executive's employment is terminated by the
Executive for Good Reason or by the Company without Cause, in either case at
any time prior to the expiration of the Term, the Executive shall be entitled to
the following benefits:
(i) In addition to the payment of all
Base Salary and any Bonus earned but not paid, or a pro rata portion
of the guaranteed minimum Bonus under Section 3(b) of this
Agreement if the Date of Termination occurs prior to the end of any
fiscal year, the Executive also shall, subject to Section 5 of this
Agreement, receive payment in cash equal to two times the sum of (x)
his highest Base Salary and (y) the highest Bonus percentage paid
or payable to the Executive at any time prior to his Date of
Termination times his highest Base Salary (the sum of the amounts
described in the foregoing clauses (x) and (y) being referred to as
the "Reference Amount"). (For purposes of calculating the
Reference Amount, "Bonus" shall include cash bonus and the value on
the grant date, as determined by the Committee, of any restricted
stock or restricted stock units or other awards granted in lieu of
cash, but excluding the value of any stock options.)
(ii) For purposes of calculating the
Executive's benefit under any in force retirement plan (the
"Retirement Plan"), the Executive shall receive an additional two
years of credited service.
(iii) Within five business days following
the Termination Date, the Company shall make a lump sum payment to the
Executive equal to the amount that the Company would have
contributed for the Executive's account under the Company's Savings
Incentive Plan (or any successor plan) (the "SIP") in respect of the
two years following the Termination Date, based on (A) the formula
for determining employer contributions in effect on the Termination
Date and (B) the Base Salary (and, if such formula takes account of
bonus compensation, the Bonus) used for purposes of determining the
Reference Amount, and calculated without giving effect to the
limitations provided for in Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any
successor provisions thereto.
5
<PAGE>
(iv) Within five business days following
the Termination Date the Executive shall receive a lump sum
payment of his account balance as of the Date of Termination under
any nonqualified plan, if any, maintained by the Company or any of
its Affiliates to provide benefits in excess of those permitted
under the Code to be provided by the SIP. The Company shall remain
obligated to pay to the Executive or his beneficiaries any benefits
to which he or they may be entitled under any nonqualified plan
maintained by the Company or any of its Affiliates to provide
benefits in excess of those permitted under the Code to be provided by
the Retirement Plan, if any; such payments shall be made in accordance
with the terms of such plans, and benefits thereunder shall take
account of the two years of additional credited service provided for
in clause (ii) above.
(v) For a period of two years
following the Date of Termination (the "Continuation Period"),
the Executive and his dependents, if any, shall continue to
participate (at no greater expense to them than was the case for
such coverage prior to his termination) in the employee benefit
arrangements described in Section 3(d) and 3(f) above; provided,
however, that the benefits described in Section 3(d) shall cease to the
extent the Executive begins coverage under plans of a subsequent
employer.
(vi) At the end of the
Continuation Period, the Executive and his family shall be
entitled for the remainder of his life to retiree medical and dental
benefits under any applicable plans and programs of the Company as
if he retired on the last day of the Continuation Period, with such
benefits to commence immediately at the end of the Continuation
Period and with the amount of contribution by the Executive to be no
greater than that of any other employee of the Company who had retired
on the last day of the Continuation Period (it being understood and
agreed that contribution rates may be changed, and the terms of such
benefits may be modified, to the extent permitted under the relevant
plans, from those in effect on the date hereof).
(vii) During the Continuation Period,
the Company shall provide the Executive with appropriate individual
outplacement services and financial planning at the Company's expense.
6
<PAGE>
(viii) The Executive shall be fully
vested in all stock options, restricted stock, restricted stock
units and any other awards theretofore awarded to him under the
Company's 1994 Stock and Incentive Plan, as amended, or any successor
thereto.
(ix) The Executive shall receive all
amounts due to him under any compensatory plan or arrangement of
the Company and not specifically addressed above, in accordance
with the terms of the relevant plan or arrangement.
(c) Death Before End of Term. If the Executive
dies prior to the expiration of the Term, the Company shall be under no
obligation to make additional payments of the Compensation and benefits
described in Section 3 of the Agreement to the Executive's estate after the
Date of Termination except, however, for any Compensation earned prior to
the Date of Termination but not yet paid, including, without limitation,
any deferred Bonus and the pro rata amount of the guaranteed minimum Bonus
under Section 3(b) of this Agreement if the Date of Termination occurs
before the end of a fiscal year, and all benefits payable under the various
plans described in Section 3 of this Agreement, which shall be paid in
accordance with the terms of all such applicable plans. The Company shall
also continue to provide any benefits to the Executive's survivors as
required by law.
(d) Disability. In the event of the
Executive's Permanent Disability (as defined in Section 7 of this Agreement)
prior to the expiration of the Term, the Executive's employment shall
terminate. In that event, the Executive shall be entitled to continue to
receive payment of the Compensation and benefits described in Section 3 of
the Agreement through the end of the Term, less the amount of any payment
to the Executive on account of disability from any employer sponsored
disability insurance plan. In addition, the Executive shall receive all
benefits payable under the various plans described in Section 3 of this
Agreement, which shall be paid in accordance with the terms of all such
applicable plans.
(e) Retirement. The Executive may
terminate his employment on account of Retirement (as defined in Section 7 of
this Agreement). The Executive shall not be entitled to any further payments
of Compensation or other benefits provided under Section 3 of this Agreement
after the Date of Termination, other than any retirement benefit payments from
any employer sponsored plan, any Compensation earned prior to the date of
Retirement but not yet paid, including, without limitation, any deferred
Bonus and the pro rata amount of the guaranteed minimum Bonus under Section
3(b) of this Agreement if the Date of Termination occurs before the end of a
fiscal year, and all benefits payable under the various plans described
in Section 3 of this Agreement, which shall be paid in accordance with
the terms of all such applicable plans.
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(f) Notice of Termination Required. No
termination of employment by the Executive or by the Company pursuant to this
Section 4 shall be effective unless the terminating party shall have
delivered a Notice of Termination (as defined in Section 7 of this Agreement)
to the other party.
(h) Nature of Payments. Any amounts due under
this Section 4 are in the nature of severance payments, liquidated damages, or
both, and are not in the nature of a penalty.
5. Form of Payment; Mitigation and Offset Provisions
(a) Executive's Election.
(i) In the event of a termination of
employment under Section 4(b) of this Agreement, the Executive
shall have an election, which shall be made by written notice to
the Company no later than the Date of Termination and which shall
be subject to subsection (ii) below, to be paid under Section 4(b)(i)
an amount equal to one times the Reference Amount either in the form of
a lump sum payment, which shall be paid no later than five business
days following the Date of Termination, or to receive the benefits
provided for in Section 4(b)(i) periodically during the
Continuation Period, in which case the portion of such benefits
corresponding to the Base Salary will be paid in substantially equal
installments at such intervals (not less frequently than monthly)
during the first year of the Continuation Period as may be determined
by the Company in accordance with its payroll practices as established
from time to time, and the portion of such payment corresponding to the
Bonus will be paid at such times as bonuses are generally payable to
executives of the Company and its Affiliates, but in any event not more
than 30 days following the end of the Company's relevant fiscal year.
The Executive's failure to make an election in writing prior to the
Termination Date shall be treated as an election to receive the lump
sum payment provided for in the preceding sentence. The Executive shall
not have an election as to the form of payment with respect to amounts
in excess of one times the Reference Amount to which he is entitled
under Section 4(b)(i); such amounts shall be paid to the Executive
periodically, commencing as of the first anniversary of the Termination
Date, in the manner provided for periodic payments in the first
sentence of this Section 5(a), and shall be subject to the offset
provisions of Section 5(b).
(ii) Notwithstanding anything in
subsection (i) above, if during the Continuation Period the
Executive becomes employed by, or is engaged to provide services for
pay as a consultant or other independent contractor (but
excluding service solely as a member of a board of directors), to
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any party other than the Company or any of its Affiliates (a
"Third Party Employer"), then any election by the Executive to
receive payments under Section 4(b)(i) periodically shall no longer be
in effect, and the Company shall make a lump sum payment to the
Executive within five business days after having received notice of
such other employment or services arrangement of any amount that
remains due to the Executive under Section 4(b)(i), such amount to be
determined as provided in Section 5(b) of this Agreement.
(b) Offset. In the event of any termination of
the Executive's employment, the Executive shall be under no obligation to
seek other employment or otherwise to mitigate damages resulting from his
termination of employment. In addition, there shall be no offset against
amounts due to the Executive under Section 4(b)(i) equal to one times the
Reference Amount, or against amounts due the Executive under any other
provision of this Agreement, on account of any remuneration to which the
Executive becomes entitled from a Third Party Employer, other than as
provided in Section 4(b)(v) relating to continuation of benefits coverage.
With respect to amounts under Section 4(b)(i) in excess of one times the
Reference Amount, such amounts shall be offset by the amount of cash
compensation to which the Executive becomes entitled, or which is
voluntarily deferred at his request, during the Continuation Period, from a
Third Party Employer. Promptly upon becoming engaged by a Third Party Employer,
the Executive shall provide the Company with written notice of such engagement
and shall set forth the terms of his compensation, including any amount of
guaranteed or target bonus; within five business days of the receipt of such
notice, the Company shall make a lump-sum payment to the Executive equal to:
(X) one times the Reference Amount less
any amount previously paid to the Executive pursuant to Section
4(b)(i); plus
(Y) (1) the amount that remains due to the Executive
under Section 4(b)(i) after giving effect to the preceding clause (X),
reduced by (2) the amount of cash compensation to which the Executive
will become entitled during the Continuation Period from the Third
Party Employer (including any amounts which are to be voluntarily
deferred at his request) based on the compensation information set
forth in his notice to the Company, including therein a pro rata
portion (based on the number of days remaining in the Continuation
Period) of any guaranteed or target bonus. The Company and the
Executive shall use their good faith efforts to agree upon the offset
amount, but in the event they are unable to agree, the amount proposed
by the Executive, and certified by an independent certified public
account selected by the Executive, shall control.
6. Protection of the Company's Interests
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(a) Confidential Information. Except for
actions taken in the course of his employment hereunder or as required
by law, at no time shall the Executive divulge, furnish or make accessible
to any person any information of a confidential or proprietary nature
obtained by him while in the employ of the Company. Upon termination of his
employment with the Company, the Executive shall return to the Company all
such information which exists in written or other physical form and all
copies thereof in his possession or under his control.
(b) Remedies. The Executive
acknowledges that a breach of any of the covenants contained in this
Section 6 may result in material irreparable injury to the Company or its
Affiliates for which there is no adequate remedy at law, that will not be
possible to measure damages for such injuries precisely and that, in the
event of such breach or threat thereof, the Company shall be entitled, in
addition to any other rights or remedies it may have, to obtain a temporary
restraining order and/or a preliminary or permanent injunction enjoining
or restraining the Executive from engaging in activities prohibited by this
Section 6. If there occurs a breach of this Section 6 above, the Company
shall be entitled to cease all payments and benefits required under this
Agreement.
7. Definitions
As used in this Agreement, the following terms shall
have the following meanings:
(a) Cause. Each of the following shall
constitute "Cause":
(i) the willful commission by the
Executive of acts that are dishonest and demonstrably and
materially injurious to the Company or any of its Affiliates,
monetarily or otherwise;
(ii) the conviction of the Executive
for a felonious act resulting in material harm to the financial
condition or business reputation of the Company or any of its
Affiliates; or
(iii) a material breach of any of the
covenants set forth in Section 6 of this Agreement.
(b) Good Reason. For purposes of this
Agreement, "Good Reason" shall mean, without the Executive's express written
consent, any of the following:
(i) a substantial adverse alteration
in the nature or status of the Executive's duties or
responsibilities or in the Executive's title;
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(ii) the failure of the Company to
pay when due the Executive any Compensation or provide other
benefits as specified in this Agreement or a reduction by the
Company in the Executive's Compensation or benefits or a failure
by the Company to increase the Executive's Compensation as
required in Section 3 of this Agreement;
(iii) the relocation of the office of
the Executive to a location more than 25 miles from the location where
the Executive is employed immediately prior to the Change in Control;
(iv) the failure by the Company to
continue in effect any compensation plan in which the Executive
participates, including but not limited to all plans described in
Section 3 of this Agreement, or any substitute plans adopted after
the date hereof, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect
to such plan, or the failure by the Company to continue the
Executive's participation therein on at least as favorable a basis as
that enjoyed by other similarly situated executives of the Company
and its Affiliates;
(v) the failure by the Company to
continue to provide the Executive with benefits at least as
favorable to those enjoyed by other similarly situated executives
of the Company and its Affiliates under any of the Company's pension,
life insurance, medical, dental, health and accident,
disability, deferred compensation or savings plans, or the taking of
any action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive the Executive of any
material fringe benefit enjoyed by the Executive; or
(vi) the failure to obtain a
satisfactory agreement from any successor of the Company to assume
and agree to perform this Agreement, as contemplated in Section 8
hereof or, if the business of the Company for which the Executive's
services are principally performed is sold, the purchaser of such
business shall fail to agree to provide the Executive with the same or
a comparable position, duties, salary and benefits as provided to the
Executive by the Company hereunder.
(c) Notice of Termination. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
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(d) Date of Termination. "Date of
Termination" shall mean (A) in the case of Retirement or death, the date of
such event, (B) if the Executive's employment is terminated for Permanent
Disability, thirty (30) days after a Notice of Termination is given (provided
that the Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and (C) for any other
reason, the date specified in the Notice of Termination (which, in the
case of a termination for Cause shall not be less than thirty (30) days, and
in the case of a termination by the Executive for Good Reason shall not be
less than thirty (30) nor more than sixty (60) days from the date such Notice
of Termination is given); provided that (except in the case of a termination by
the Executive for Good Reason or by the Company without Cause) if within thirty
(30) days after any Notice of Termination is given the party receiving such
Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of
the parties, by a binding arbitration award, or by a final judgment,
order or decree of a court of competent jurisdiction (which is not appealable
or the time for appeal there from having expired and no appeal having been
perfected); provided further that the Date of Termination shall be extended by a
notice only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence. In the
case of any Notice of Termination, notwithstanding the pendency of any such
dispute, the Company will continue to pay the Executive the Executive's
Compensation in effect when the notice giving rise to the dispute was given and
continue to provide the Executive with all additional benefits provided for in
Section 3 of this Agreement until the dispute is finally resolved in accordance
with this Subsection, without regard to whether the dispute extends beyond the
Term. Amounts paid under this Subsection in connection with a termination by the
Executive for Good Reason or by the Company without Cause shall be subtracted
from any other amounts due under this Agreement, and amounts paid in connection
with any other termination are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under
this Agreement.
(e) Permanent Disability. "Permanent
Disability" shall mean a disability within the meaning of the long-term
disability plan of the Company which covers the Executive immediately prior to
the Change in Control.
(f) Retirement. "Retirement" shall mean
the voluntary termination of the Executive's employment by the Executive in
accordance with the Retirement Plan, if any, or any other plan or the retirement
policy of the Company.
(g) Affiliate. The term "Affiliate"
includes any company or other entity or person controlling, controlled by or
under common control with the Company.
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(h) Compensation. The term "Compensation"
shall mean all amounts paid or payable to the Executive pursuant to
Sections 3(a), 3(b) and 3(c) of this Agreement.
8. Successors; Binding Agreement
(a) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption
and agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the Executive to compensation
from the Company in the same amount and on the same terms as the Executive
would be entitled hereunder if the Executive had terminated his
employment for Good Reason, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective
shall be deemed the Date of Termination.
(b) This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would
still be payable hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive's devisee, legatee or other designee
or, if there is no such designee, to the Executive's estate.
9. Indemnification
The Company will indemnify the Executive to the
fullest extent permitted (including payment of express in advance of final
disposition of a proceeding) by the laws of the State of Maryland, as in
effect at the time of the subject act or omission, or by the Articles of
Incorporation and Bylaws of the Company, as in effect at such time or on the
date of this Agreement, whichever affords or afforded greatest protection
to the Executive, and the Executive shall be entitled to the protection of
any insurance policies the Company may elect to maintain generally for the
benefit of its directors and officers (and to the extent the Company maintains
such an insurance policy or policies, the Executive shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage provided for any Company officer or director), against
all costs, charges and expenses whatsoever incurred or sustained by him or
his legal representatives at the time such costs, charges and expenses are
incurred or sustained, in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a director,
officer or employee of the Company or any subsidiary thereof, or his serving
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or having served any other enterprise as a director, officer or employee at the
request of the Company.
10. Notices
Any notice hereunder by either party to the
other shall be given in writing by personal delivery, telex, telecopy or
certified mail, return receipt requested, to the address first set forth
below in the case of the Company, and to the address set forth on the
signature page hereof in the case of the Executive (or, in either case, to such
other address as may from time to time be designated by notice by any party
hereto for such purpose):
HCIA Inc.
300 East Lombard Street
Baltimore, Maryland 21202
Attn: Corporate Secretary
Notice shall be deemed given, if by personal delivery, on the date of such
delivery or, if by telex or telecopy, on the business day following receipt of
answer back or telecopy confirmation or, if by certified mail, on the date shown
on the applicable return receipt.
11. Amendment and Waiver
No provision of this Agreement may be amended,
modified, waived or discharged unless such amendment, modification, waiver
or discharge is agreed to in writing and signed by the Executive and such
officer as may be specifically designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
12. Merger of Prior Negotiations
This Agreement sets forth all of the
promises, agreements, conditions and understandings between the parties
hereto respecting the subject matter hereof and supersedes all prior
negotiations, conversations, discussions, correspondence, memoranda and
agreements between the parties concerning such subject matter.
13. Partial Invalidity
If the final determination of a court of
competent jurisdiction or arbitrator declares, after the expiration of the
time within which judicial review (if
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permitted) of such determination may be perfected, that any term or provision
hereof is invalid or unenforceable, (a) the remaining term and provisions hereof
shall be unimpaired and (b) the invalid or unenforceable term or provision shall
be deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision.
14. Governing Law
This Agreement is to be governed by and interpreted
in accordance with the laws of the State of Maryland, exclusive of its conflict
of laws principles.
15. Counterparts
This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
16. Reduction of Payments In Certain Cases
Notwithstanding anything herein to the contrary,
if any amounts due to the Executive under this Agreement (including without
limitation any amount due pursuant to Section 4) and any other plan or program
of the Company constitute a "parachute payment," as such term is defined in
Section 280G(b)(2) of the Code, and the amount of the parachute payment,
reduced by all federal, state and local taxes applicable thereto, including the
excise tax imposed pursuant to Section 4999 of the Code, is less than the amount
the Executive would receive if the Executive were paid three times the
Executive's "base amount," as defined in Section 280G(b)(3) of the Code,
less $1.00, reduced by all federal, state and local taxes applicable
thereto, then the aggregate of the amounts constituting the parachute payment
shall be reduced to an amount that will equal three times the Executive's base
amount less $1.00. The determinations to be made with respect to this Section
16 shall be made by an accounting firm (the "Auditor") jointly selected by
the Company and the Executive and paid by the Company. If the Executive
and the Company cannot agree on the firm to serve as the Auditor, then the
Executive and the Company shall each select one accounting firm and these two
firms shall jointly select the accounting firm to serve as the Auditor. If a
determination is made by the Auditor that a reduction in the aggregate of all
payments due to the Executive upon a Change in Control is required by this
Section 16, the Executive shall have the right to specify the portion of such
reduction, if any, that will be made under this Agreement and each plan or
program of the Company. If the Executive does not so specify within 60 days
following the date of a determination by the Auditor pursuant to the preceding
sentence, the Company shall determine, in its sole discretion, the portion of
such reduction, if any, to be made under this Agreement and each plan or program
of the Company.
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17. Arbitration
Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Baltimore, Maryland in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award
in any court having jurisdiction; provided, however, that the Executive
shall be entitled to seek specific performance of the Executive's right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The Company
shall promptly reimburse the Executive for all legal fees and expenses incurred
by the Executive in connection with a successful claim to enforce his rights
under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the day and year first above written.
HCIA INC.
By: ___________________________________(SEAL)
George D. Pillari
Chairman, President and Chief
Executive Officer
EXECUTIVE
_______________________________________(SEAL)
Name:
Title:
Address:
EXHIBIT 21.1
HCIA INC.
Subsidiaries
Response Healthcare Information Management, Inc.
Healthcare Knowledge Systems Limited
CHKS Limited*
CHKS, S.A.
IASIST, S.A.
HCIA Sub Inc.
__________
*CHKS Limited is 55% owned by Healthcare Knowledge Systems Limited and 45%
directly owned by HCIA.
