| This document contains forward-looking statements that are based on Dendrite International, Inc.‘s current expectations, estimates and projections. The statements may be identified by such forward-looking terminology as “expect,” “believe,” “anticipate,” “will,” “intend,” “plan,” “outlook,” “guidance,” and similar statements or variations. Such forward-looking statements are based on our current expectations, estimates, assumptions and projections and involve significant risks and uncertainties, including that Dendrite will become involved in additional litigation regarding the acquisition of Synavant; risks that result from our dependence on the pharmaceutical industry; fluctuations in quarterly revenues due to lengthy sales and implementation cycles for our products; our fixed expenses in relation to fluctuating revenues and variations in customers’ budget cycles; dependence on major customers; changes in demand for our products and services attributable to the current weakness in the economy; successful and timely development and introduction of new products and versions; rapid technological changes; increased competition; international operations; acquisitions, including the success of the June 2003 acquisition of Synavant; events which may affect the U.S. and world economies; our ability to manage our growth; the protection of our proprietary technology; our ability to compete in the Internet-related products and services market; the continued demand for Internet-related products and services; the ability of our third party vendors to respond to technological change; our ability to maintain our relationships with third-party vendors; the potential for hostilities in the Middle East and Asia and the resulting impact on our business and the business and needs of our customers; and catastrophic events which could negatively affect our information technology infrastructure. Other important factors that should be considered are included in the Company’s 10-K, 10-Qs, and other reports filed with the SEC. Actual results may differ materially. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements. |
| September 30, 2003 | December 31, 2002 (1) |
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| (Unaudited) | |
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Assets: | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | | $ | 26,173 | | $ | 68,308 | |
Short-term investments | | | | -- | | | 1,295 | |
Accounts receivable, net | | | | 60,948 | | | 39,853 | |
Prepaid expenses and other current assets | | | | 5,779 | | | 4,962 | |
Deferred taxes | | | | 12,808 | | | 3,380 | |
Facility held for sale | | | | 6,900 | | | 6,900 | |
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Total current assets | | | | 112,608 | | | 124,698 | |
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Property and equipment, net | | | | 30,043 | | | 26,377 | |
Other assets | | | | 2,272 | | | 1,713 | |
Long-term receivable | | | | 3,157 | | | 6,314 | |
Goodwill | | | | 69,155 | | | 12,353 | |
Intangible assets, net | | | | 28,871 | | | 2,973 | |
Purchased capitalized software, net | | | | 4,343 | | | 2,275 | |
Capitalized software development costs, net | | | | 5,902 | | | 5,605 | |
Deferred taxes | | | | 1,584 | | | 6,168 | |
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| | | $ | 257,935 | | $ | 188,476 | |
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Liabilities and Stockholders’ Equity | | |
Current Liabilities: | | |
Accounts payable | | | $ | 7,720 | | $ | 1,274 | |
Income taxes payable | | | | 9,315 | | | 5,659 | |
Capital lease obligations | | | | 1,260 | | | 615 | |
Accrued compensation and benefits | | | | 15,147 | | | 5,055 | |
Other accrued expenses | | | | 28,067 | | | 16,749 | |
Purchase accounting restructuring accrual | | | | 9,591 | | | 1,188 | |
Accrued restructuring charge | | | | -- | | | 260 | |
Deferred revenues | | | | 9,299 | | | 7,861 | |
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Total current liabilities | | | | 80,399 | | | 38,661 | |
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Capital lease obligations | | | | 466 | | | 275 | |
Purchase accounting restructuring accrual | | | | 8,595 | | | 2,064 | |
Other non-current liabilities | | | | 933 | | | 717 | |
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Stockholders’ Equity: | | |
Preferred stock, no par value, 15,000,000 shares | | |
authorized, none issued | | | | -- | | | -- | |
Common Stock, no par value, 150,000,000 shares authorized, | | |
42,790,861 and 42,156,344 shares issued; 40,568,161 and | | |
39,933,644 shares outstanding | | | | 98,151 | | | 93,037 | |
Retained earnings | | | | 92,092 | | | 76,876 | |
Deferred compensation | | | | (25 | ) | | (76 | ) |
Accumulated other comprehensive loss | | | | (1,800 | ) | | (2,202 | ) |
Less treasury stock, at cost | | | | (20,876 | ) | | (20,876 | ) |
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Total stockholders' equity | | | | 167,542 | | | 146,759 | |
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| | | $ | 257,935 | | $ | 188,476 | |
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| Nine Months Ended September 30, |
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| 2003 | 2002 |
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Operating activities: | | | | | | | | |
Net income | | | $ | 15,216 | | $ | 10,673 | |
Adjustments to reconcile net income to net cash | | |
provided by operating activities: | | |
Depreciation and amortization | | | | 14,924 | | | 10,079 | |
Asset impairment | | | | -- | | | 1,832 | |
Amortization of deferred compensation | | | | (40 | ) | | -- | |
Deferred taxes | | | | 608 | | | 45 | |
Changes in assets and liabilities, net of effects from acquisitions: | | |
Decrease/(increase) in accounts receivable | | | | 15,443 | | | (324 | ) |
Decrease in prepaid expenses and other | | | | 1,399 | | | 972 | |
Decrease in other assets | | | | 136 | | | -- | |
Decrease in prepaid income taxes | | | | -- | | | 3,327 | |
Decrease in accounts payable and accrued expenses | | | | (21,034 | ) | | (6,911 | ) |
Decrease in purchase accounting restructuring accrual | | | | (6,969 | ) | | -- | |
Increase in income taxes payable | | | | 2,163 | | | -- | |
Decrease in accrued restructuring charge | | | | (260 | ) | | (2,569 | ) |
Decrease in deferred revenue | | | | (8,968 | ) | | (4,038 | ) |
Increase in other non-current liabilities | | | | 288 | | | 137 | |
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Net cash provided by operating activities | | | | 12,906 | | | 13,223 | |
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Investing activities: | | |
Purchases of short-term investments | | | | -- | | | (13,412 | ) |
Sales of short-term investments | | | | 1,294 | | | 13,553 | |
Acquisitions, net of cash acquired | | | | (53,161 | ) | | (12,948 | ) |
Increase in other non-current assets | | | | (50 | ) | | (600 | ) |
Purchases of property and equipment | | | | (5,038 | ) | | (8,360 | ) |
Additions to capitalized software development costs | | | | (2,362 | ) | | (1,732 | ) |
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Net cash used in investing activities | | | | (59,317 | ) | | (23,499 | ) |
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Financing activities: | | |
Borrowings from line of credit | | | | 8,000 | | | -- | |
Repayments of line of credit | | | | (8,000 | ) | | -- | |
Purchases of treasury stock | | | | -- | | | (1,469 | ) |
Cash paid for capital leases | | | | (469 | ) | | (38 | ) |
Issuance of common stock | | | | 4,458 | | | 2,620 | |
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Net cash provided by financing activities | | | | 3,989 | | | 1,113 | |
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Effect of foreign exchange rate changes on cash | | | | 287 | | | (29 | ) |
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Net decrease in cash and cash equivalents | | | | (42,135 | ) | | (9,192 | ) |
Cash and cash equivalents, beginning of period | | | | 68,308 | | | 65,494 | |
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Cash and cash equivalents, end of period | | | $ | 26,173 | | $ | 56,302 | |
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| Three Months Ended September 30, | Nine Months Ended September 30, |
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| 2003 | 2002 | 2003 | 2002 |
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Net income (See Table 1) | | | $ | 4,969 | | $ | 2,542 | | $ | 15,216 | | $ | 10,673 | |
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Non-GAAP Adjustments: | | |
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Purchased capitalized software | | |
amortization, net of tax (1) | | |
Synavant | | | | 40 | | | -- | | | 46 | | | -- | |
SAI | | | | 91 | | | -- | | | 274 | | | -- | |
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Intangible assets amortization, net of tax (1) | | |
Synavant | | | | 477 | | | -- | | | 555 | | | -- | |
SAI | | | | 102 | | | -- | | | 309 | | | -- | |
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Integration costs, net of tax (2) | | | | 296 | | | -- | | | 348 | | | -- | |
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Dendrite related acquisition costs, net of tax (3) | | | | 436 | | | -- | | | 436 | | | -- |
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Reduction in workforce, net of tax (4) | | | | -- | | | 813 | | | -- | | | 813 | |
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Asset impairment, net of tax (5) | | | | -- | | | 1,099 | | | -- | | | 1,099 | |
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Reversal of loss contracts, net of tax (6) | | | | -- | | | (563 | ) | | -- | | | (563 | ) |
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Income taxes (7) | | | | -- | | | -- | | | 608 | | | -- | |
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Adjusted Net income | | | $ | 6,411 | | $ | 3,891 | | $ | 17,792 | | $ | 12,022 | |
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Adjusted Net income per share: | | |
Basic | | | $ | 0.16 | | $ | 0.10 | | $ | 0.44 | | $ | 0.30 | |
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Diluted | | | $ | 0.15 | | $ | 0.10 | | $ | 0.43 | | $ | 0.30 | |
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Shares used in computing net income per share : | | |
Basic | | | | 40,442 | | | 39,943 | | | 40,225 | | | 39,860 | |
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Diluted | | | | 41,859 | | | 40,003 | | | 41,090 | | | 40,181 | |
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