UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)July 28, 2011
QUALITY SYSTEMS, INC.
| CALIFORNIA | 001-12537 | 95-2888568 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
18111 Von Karman, Suite 700
Irvine, California 92612 (Address of Principal Executive Offices)
Irvine, California 92612
(949) 255-2600 (Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On July 28, 2011, Quality Systems, Inc. (the “Company”) issued a press release announcing its financial performance for the period ended June 30, 2011. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.
On July 28, 2011, the Company held a conference call concerning its financial performance for the period ended June 30, 2011. The Company expects to file a copy of the transcript of the conference call as soon as available by amendment to this Form 8-K. The conference call contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Use of Non-GAAP Financial Measures
The Company from time to time discloses its Days Sales Outstanding (“DSO”), which is a non-GAAP financial measure. For the quarter ended June 30, 2011, DSO was 135 days. The Company calculates DSO as follows: Net revenue for the quarter is annualized (multiplied by four) and then divided by 365 days to yield an average daily sales amount. The balance of accounts receivable net of any reserves for bad debts is then divided by that average daily sales amount resulting in a DSO figure. For the quarter ended June 30, 2011, the calculation was as follows:
| Quarterly Revenue | $ | 100,442,000 | ||||||
| Times four(4) | x | 4 | ||||||
| Equals Annualized Revenue | 401,768,000 | |||||||
| Divided by 365 days | ÷ | 365 | ||||||
| Equals Daily Revenue | = | $ | 1,100,734 | |||||
| Net Accounts Receivable | $ | 148,907,000 | ||||||
| Divided by Average Daily Revenue | ÷ | 1,100,734 | ||||||
| Equals Days Sales Outstanding | = | 135 | ||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2011, Mr. Patrick Cline, the Company’s President and a board member, notified the Company that he intends to retire from his positions with the Company later this calendar year.
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| Item 8.01 | Other Events. |
Two-for-One Stock Split
On July 27, 2011, the Company’s Board of Directors approved a two-for-one split of the Company’s common stock and a proportional increase in the number of Company common shares authorized from 50 million to 100 million. Each shareholder of record at the close of business on October 6, 2011 will receive one additional share for every outstanding share held on the record date. The additional shares will be distributed October 26, 2011 and trading will begin on a split-adjusted basis on October 27, 2011.
Quarterly Dividend
On July 27, 2011, the Company’s Board of Directors declared a quarterly cash dividend of $0.35 per share on the Company’s outstanding shares of common stock, payable to shareholders of record as of September 19, 2011 with an anticipated distribution date on or about October 5, 2011 pursuant to the Company’s current policy to pay a regular quarterly dividend on the Company’s outstanding shares of common stock each fiscal quarter subject to further Board review, approval and establishment of record and distribution dates by the Board prior to the declaration and payment of each such quarterly dividend.
A copy of the Company’s press release announcing the dividend and earnings results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |||
| 99.1 | Press Release dated July 28, 2011 | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2011 | QUALITY SYSTEMS, INC. | |||
| By: | /s/ Paul Holt | |||
| Paul Holt | ||||
| Chief Financial Officer | ||||
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EXHIBITS ATTACHED TO THIS REPORT ON FORM 8-K
| Exhibit No. | Description | |||
| 99.1 | Press Release dated July 28, 2011 | |||
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