Exhibit 99.1
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| FOR IMMEDIATE RELEASE |
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| Dendrite Reports Another Strong Quarter of Revenue and Earnings Growth GAAP EPS improves 17% to $0.14 Adjusted EPS of $0.20 at 3 year high (up 60% from prior year) Morristown, N.J., January 29, 2004 - Dendrite International, Inc. (NASDAQ: DRTE) today announced another strong quarter, reporting fourth quarter GAAP diluted earnings of $0.14 per share, up 17% compared to GAAP earnings of $0.12 per share for the fourth quarter of 2002. GAAP diluted earnings per share for the fourth quarter 2003 included approximately $0.06 of acquisition related non-cash charges and other acquisition-related costs. Excluding these items, fourth quarter 2003 adjusted earnings were $0.20 per diluted share, an improvement of 60% from an adjusted $0.12 per diluted share reported in the same period of the prior year. GAAP earnings per share for the full year 2003 were $0.51, up 33% versus prior year GAAP EPS of $0.38 per share. Excluding the above acquisition-related items, adjusted EPS of $0.63 grew 50% versus prior year adjusted EPS of $0.42. A reconciliation of GAAP to adjusted results can be found on Table 7 of the accompanying financial tables. “The fourth quarter marked the culmination of what was an exceptional year for Dendrite,” noted Chairman and CEO John Bailye. “Our adjusted fourth quarter EPS was at a three year high, and we also recorded significant growth to both GAAP and adjusted EPS every quarter this year. In addition to generating considerable value for our shareowners, we achieved many significant milestones in our business operations. Concurrent with the rapid and effective |
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| integration of the former Synavant business, we completed a very large sales force integration for a major U.S. customer and successfully supported a large Siebel roll-out in the United States. We also experienced several significant events on the international front by signing a key global agreement with a large pharmaceutical company and winning a record five new SFA deals in Japan. We are quite proud of all of our accomplishments and feel we are well positioned to continue the momentum in 2004.” |
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| FOURTH QUARTER RESULTS |
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| Revenues for the quarter increased to $99.0 million, up 74% from prior year and 7% sequentially. While a key contributor of the year-over-year increase was the revenue contribution from the Synavant acquisition, the company also indicated that revenue from its core businesses showed strong growth versus the prior year as well. Dendrite delivered GAAP operating income of $9.0 million in the fourth quarter, an 18% improvement over the prior year’s fourth quarter GAAP operating income of $7.7 million. The company indicated that there were several items impacting its fourth quarter GAAP operating income. The company finalized its valuation of the Synavant acquisition and recorded an additional $0.9 million of expense relating to the amortization of definite lived intangibles, bringing total intangible amortization expense in the fourth quarter to $2.1 million, versus $0.3 million in 2002. The company also recorded approximately $2.0 million of charges relating to Dendrite severance, facility closure costs, and other integration costs incurred as a result of the Synavant acquisition. Excluding these items, operating income was $13.1 million, up 63% from the $8.0 million adjusted operating income generated in the prior year. Chief Financial Officer, Kathy Donovan, attributed the profit growth to increased revenue, in combination with “the successful results of previous cost-saving initiatives and international cost synergies realized from the Synavant integration.” A reconciliation of GAAP operating income to adjusted operating income can be found on Tables 2 and 10 of the accompanying financial tables. |
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| KEY OPERATING STATISTICS |
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| Dendrite ended the fourth quarter with $30.4 million in cash and cash equivalents. The company noted that the $4.9 million of cash from operations reported for the fourth quarter also included $3.9 million of payments related to acquisition and restructuring activities. Accounts receivable days sales outstanding (DSO) was reported at 68 days. The company stated that the DSO figure included approximately 4 days of invoices related to advance billings and long-term receivables. FOURTH QUARTER HIGHLIGHTSDendrite reported success in many aspects of its business. Highlights included: |
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• | Signing more than 15 new agreements with customers in North America, Europe, Latin America and Asia/Pacific Rim. Additionally, the company achieved a record level of activity in its Data and Analytics business by entering into agreements for more than 20 studies using its Longitudinal Prescription Data |
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• | Adding almost 3,000 additional sales force automation user licenses through business with new customers and expanded business with existing customers - an increase in line with historical Dendrite new user growth |
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• | Securing a major U.S. services contract extension with Novartis, under which Dendrite’s CRM Center of Excellence will deliver a broad range of hardware and software support during one of the largest implementations of Siebel software ever conducted in the pharmaceutical industry |
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• | Launching its analytically driven interactive marketing business to enhance pharmaceutical promotional effectiveness |
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• | Bringing together more than 100 industry executives from leading drug manufacturers during the company’s Pharmaceutical Sales and Marketing Leadership Summit, which reviewed critical issues shaping the industry today |
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| OUTLOOK |
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| The company provided its customary six-month rolling outlook. “We currently believe that the combined revenue for the first and second quarters of 2004 will be in the range of approximately $190 to $194 million,” said Dendrite Chief Financial Officer, Ms. Donovan. “This outlook includes the recently announced acquisition of Uto Brain in Japan, which is expected to add |
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| approximately $8 million to 2004 revenue. We expect the second quarter to be seasonally stronger than the first as we anticipate an increase in international revenues. Based on achieving this targeted revenue, we anticipate delivering GAAP earnings in the range of $0.27 to $0.29 per diluted share and adjusted earnings of $0.29 to $0.31 per diluted share over the next six months.” Please refer to table 8 of this press release for a reconciliation of GAAP and adjusted EPS. This current outlook is based on current expectations and assumptions and constitutes “forward-looking information.” The company can give no assurance that such expectations and assumptions will prove to be correct. The company does not intend to update such outlook other than in connection with regularly scheduled earnings releases. Please visit our website at www.dendrite.com to participate in our earnings call web cast on January 29, 2004 at 5 p.m. EST. ABOUT DENDRITEDendrite develops and delivers solutions that increase the productivity of sales, marketing, and clinical processes for pharmaceutical and other life science clients . For more information, visit www.dendrite.com. Investor Relations Christine Croft 908-541-5865 christine.croft@dendrite.com Media Relations Erik Kopp 908-541-5850 erik.kopp@dendrite.com Note: Dendrite is a registered trademark of Dendrite International, Inc. This document contains forward-looking 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 risks which may result from our dependence on the pharmaceutical industry; fluctuations in quarterly |
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| 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 extended weakness experienced in the economy or mergers, acquisitions and consolidations in the pharmaceutical industry; 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 and the risks associated with the integration of acquisitions; our ability to effectively 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; less favorable than anticipated results from strategic relationships; dependence of data solutions on strategic relationships; events which may affect the U.S. and world economies; and catastrophic events which could negatively affect our information technology infrastructure. Other important factors that should be reviewed and carefully 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. |
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TABLE 1
DENDRITE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS - GAAP
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Three Months Ended December 31, | | Year Ended December 31, | |
| | 2003 | | % | | 2002 | | % | | Change | | 2003 (1) | | % | | 2002 | | % | | Change | |
| | Unaudited | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | | |
License fees | | $ | 2,849 | | 2.9 | % | $ | 5,745 | | 10.1 | % | -50 | % | $ | 10,860 | | 3.4 | % | $ | 13,507 | | 6.0 | % | -20 | % |
Services | | 96,158 | | 97.1 | % | 51,295 | | 89.9 | % | 87 | % | 310,247 | | 96.6 | % | 212,249 | | 94.0 | % | 46 | % |
| | 99,007 | | 100.0 | % | 57,040 | | 100.0 | % | 74 | % | 321,107 | | 100.0 | % | 225,756 | | 100.0 | % | 42 | % |
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Cost of sales: | | | | | | | | | | | | | | | | | | | | | |
Cost of license fees | | 1,510 | | 1.5 | % | 1,954 | | 3.4 | % | -23 | % | 4,915 | | 1.5 | % | 4,730 | | 2.1 | % | 4 | % |
Cost of services | | 50,428 | | 50.9 | % | 25,333 | | 44.4 | % | 99 | % | 158,597 | | 49.4 | % | 106,817 | | 47.3 | % | 48 | % |
| | 51,938 | | 52.5 | % | 27,287 | | 47.8 | % | 90 | % | 163,512 | | 50.9 | % | 111,547 | | 49.4 | % | 47 | % |
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Gross margin | | | | | | | | | | | | | | | | | | | | | |
License fees gross margin | | 1,339 | | 47.0 | % | 3,791 | | 66.0 | % | (19.0 | )Pt | 5,945 | | 54.7 | % | 8,777 | | 65.0 | % | (10.3 | )Pt |
Services gross margin | | 45,730 | | 47.6 | % | 25,962 | | 50.6 | % | (3.0 | )Pt | 151,650 | | 48.9 | % | 105,432 | | 49.7 | % | (0.8 | )Pt |
| | 47,069 | | 47.5 | % | 29,753 | | 52.2 | % | (4.7 | )Pt | 157,595 | | 49.1 | % | 114,209 | | 50.6 | % | (1.5 | )Pt |
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Operating expense: | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | 35,171 | | 35.5 | % | 19,161 | | 33.6 | % | 84 | % | 111,139 | | 34.6 | % | 77,301 | | 34.2 | % | 44 | % |
Research and development | | 2,858 | | 2.9 | % | 2,950 | | 5.2 | % | -3 | % | 11,633 | | 3.6 | % | 10,396 | | 4.6 | % | 12 | % |
Restructuring benefit | | — | | 0.0 | % | (47 | ) | -0.1 | % | -100 | % | — | | 0.0 | % | (47 | ) | 0.0 | % | -100 | % |
Asset impairment | | — | | 0.0 | % | — | | 0.0 | % | 0 | % | — | | 0.0 | % | 1,832 | | 0.8 | % | -100 | % |
| | 38,029 | | 38.4 | % | 22,064 | | 38.7 | % | 72 | % | 122,772 | | 38.2 | % | 89,482 | | 39.6 | % | 37 | % |
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Operating income | | 9,040 | | 9.1 | % | 7,689 | | 13.5 | % | 18 | % | 34,823 | | 10.8 | % | 24,727 | | 11.0 | % | 41 | % |
Interest income | | 119 | | 0.1 | % | 229 | | 0.4 | % | -48 | % | 731 | | 0.2 | % | 1,085 | | 0.5 | % | -33 | % |
Other income/(expense) | | 581 | | 0.6 | % | (43 | ) | -0.1 | % | 1451 | % | 560 | | 0.2 | % | (149 | ) | -0.1 | % | 476 | % |
Income before income taxes | | 9,740 | | 9.8 | % | 7,875 | | 13.8 | % | 24 | % | 36,114 | | 11.2 | % | 25,663 | | 11.4 | % | 41 | % |
Income taxes | | 3,896 | | 3.9 | % | 3,150 | | 5.5 | % | 24 | % | 15,054 | | 4.7 | % | 10,265 | | 4.5 | % | 47 | % |
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Net income | | $ | 5,844 | | 5.9 | % | $ | 4,725 | | 8.3 | % | 24 | % | $ | 21,060 | | 6.6 | % | $ | 15,398 | | 6.8 | % | 37 | % |
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Net income per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.14 | | | | $ | 0.12 | | | | 21 | % | $ | 0.52 | | | | $ | 0.39 | | | | 35 | % |
Diluted | | $ | 0.14 | | | | $ | 0.12 | | | | 17 | % | $ | 0.51 | | | | $ | 0.38 | | | | 33 | % |
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Shares used in computing net income per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | 40,680 | | | | 39,910 | | | | | | 40,340 | | | | 39,872 | | | | | |
Diluted | | 42,385 | | | | 39,966 | | | | | | 41,415 | | | | 40,127 | | | | | |
(1) Includes Synavant’s operating results for the period June 16, 2003 to December 31, 2003.
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TABLE 2
DENDRITE INTERNATIONAL, INC.
ADJUSTED CONSOLIDATED STATEMENT OF OPERATIONS (NON-GAAP)
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Three Months Ended December 31, | | Year Ended December 31, | |
| | 2003 (1) | | % | | 2002 (2) | | % | | Change | | 2003 (3) | | % | | 2002 (4) | | % | | Change | |
| | | | | | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | | |
License fees | | $ | 2,849 | | 2.9 | % | $ | 5,745 | | 10.1 | % | -50 | % | $ | 10,860 | | 3.4 | % | $ | 13,507 | | 6.0 | % | -20 | % |
Services | | 96,158 | | 97.1 | % | 51,295 | | 89.9 | % | 87 | % | 310,247 | | 96.6 | % | 212,249 | | 94.0 | % | 46 | % |
| | 99,007 | | 100.0 | % | 57,040 | | 100.0 | % | 74 | % | 321,107 | | 100.0 | % | 225,756 | | 100.0 | % | 42 | % |
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Cost of license fees | | 1,357 | | 1.4 | % | 1,789 | | 3.1 | % | -24 | % | 4,305 | | 1.3 | % | 4,565 | | 2.0 | % | -6 | % |
Cost of services | | 50,363 | | 50.9 | % | 25,333 | | 44.4 | % | 99 | % | 158,456 | | 49.3 | % | 107,756 | | 47.7 | % | 47 | % |
| | 51,720 | | 52.2 | % | 27,122 | | 47.5 | % | 91 | % | 162,761 | | 50.7 | % | 112,321 | | 49.8 | % | 45 | % |
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License Gross Margin | | 1,492 | | 52.4 | % | 3,956 | | 68.9 | % | (16.5 | )Pt | 6,555 | | 60.4 | % | 8,942 | | 66.2 | % | (5.8 | )Pt |
Services Gross Margin | | 45,795 | | 47.6 | % | 25,962 | | 50.6 | % | (3.0 | )Pt | 151,791 | | 48.9 | % | 104,493 | | 49.2 | % | (0.3 | )Pt |
Gross margin | | 47,287 | | 47.8 | % | 29,918 | | 52.5 | % | (4.7 | )Pt | 158,346 | | 49.3 | % | 113,435 | | 50.2 | % | (0.9 | )Pt |
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Operating expense: | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | 31,338 | | 31.7 | % | 18,933 | | 33.2 | % | 66 | % | 104,667 | | 32.6 | % | 75,836 | | 33.6 | % | 38 | % |
Research and development | | 2,858 | | 2.9 | % | 2,950 | | 5.2 | % | -3 | % | 11,633 | | 3.6 | % | 10,396 | | 4.6 | % | 12 | % |
| | 34,196 | | 34.5 | % | 21,883 | | 38.4 | % | 56 | % | 116,300 | | 36.2 | % | 86,232 | | 38.2 | % | 35 | % |
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Operating income | | 13,091 | | 13.2 | % | 8,035 | | 14.1 | % | 63 | % | 42,046 | | 13.1 | % | 27,203 | | 12.0 | % | 55 | % |
Interest income | | 119 | | 0.1 | % | 229 | | 0.4 | % | -48 | % | 731 | | 0.2 | % | 1,085 | | 0.5 | % | -33 | % |
Other income/(expense) | | 581 | | 0.6 | % | (43 | ) | -0.1 | % | 1451 | % | 560 | | 0.2 | % | (149 | ) | -0.1 | % | 476 | % |
Income before income taxes | | 13,791 | | 13.9 | % | 8,221 | | 14.4 | % | 68 | % | 43,337 | | 13.5 | % | 28,139 | | 12.5 | % | 54 | % |
Income taxes | | 5,516 | | 5.6 | % | 3,289 | | 5.8 | % | 68 | % | 17,336 | | 5.4 | % | 11,256 | | 5.0 | % | 54 | % |
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Net income | | $ | 8,275 | | 8.4 | % | $ | 4,932 | | 8.6 | % | 68 | % | $ | 26,001 | | 8.1 | % | $ | 16,883 | | 7.5 | % | 54 | % |
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Net income per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.20 | | | | $ | 0.12 | | | | 65 | % | $ | 0.64 | | | | $ | 0.42 | | | | 52 | % |
Diluted | | $ | 0.20 | | | | $ | 0.12 | | | | 60 | % | $ | 0.63 | | | | $ | 0.42 | | | | 50 | % |
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Shares used in computing net income per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | 40,680 | | | | 39,910 | | | | | | 40,340 | | | | 39,872 | | | | | |
Diluted | | 42,385 | | | | 39,966 | | | | | | 41,415 | | | | 40,127 | | | | | |
Note: The non-GAAP financial information set forth above is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that disclosing non-GAAP statements of operations provide further insight into the operating performance of the Company and are useful to investors to help them analyze operating trends and perform comparisons across periods. Management uses the adjusted numbers to manage the business and evaluate operating performance on a period-to-period comparative basis.
(1) See Table 3 for the Statement of Operations reconciliation from GAAP to non-GAAP for the three months ended December 31, 2003.
(2) See Table 10 for the Statement of Operations reconciliation from GAAP to non-GAAP for the three months ended December 31, 2002.
(3) See Table 4 for the Statement of Operations reconciliation from GAAP to non-GAAP for the year ended December 31, 2003.
(4) See Table 11 for the Statement of Operations reconciliation from GAAP to non-GAAP for the year ended December 31, 2002.
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TABLE 3
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO ADJUSTED (NON-GAAP) STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2003
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Total Adjusted Q4 | | % of Rev. | | Amortization (2) | | Other Charges (3) | | GAAP | | % of Rev. | |
| | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | |
License fees | | $ | 2,849 | | 2.9 | % | $ | — | | $ | — | | $ | 2,849 | | 2.9 | % |
Services | | 96,158 | | 97.1 | % | — | | — | | 96,158 | | 97.1 | % |
| | 99,007 | | 100.0 | % | — | | — | | 99,007 | | 100.0 | % |
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Cost of license fees | | 1,357 | | 1.4 | % | 153 | | — | | 1,510 | | 1.5 | % |
Cost of services | | 50,363 | | 50.9 | % | 65 | | — | | 50,428 | | 50.9 | % |
| | 51,720 | | 52.2 | % | 218 | | — | | 51,938 | | 52.5 | % |
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License Gross Margin | | 1,492 | | 52.4 | % | (153 | ) | — | | 1,339 | | 47.0 | % |
Services Gross Margin | | 45,795 | | 47.6 | % | (65 | ) | — | | 45,730 | | 47.6 | % |
Gross margin | | 47,287 | | 47.8 | % | (218 | ) | — | | 47,069 | | 47.5 | % |
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Selling, general and administrative | | 31,338 | | 31.7 | % | 1,850 | | 1,983 | | 35,171 | | 35.5 | % |
Research and development | | 2,858 | | 2.9 | % | — | | — | | 2,858 | | 2.9 | % |
| | 34,196 | | 34.5 | % | 1,850 | | 1,983 | | 38,029 | | 38.4 | % |
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Operating income | | 13,091 | | 13.2 | % | (2,068 | ) | (1,983 | ) | 9,040 | | 9.1 | % |
Interest income | | 119 | | 0.1 | % | — | | — | | 119 | | 0.1 | % |
Other income | | 581 | | 0.6 | % | — | | — | | 581 | | 0.6 | % |
Income before income taxes | | 13,791 | | 13.9 | % | (2,068 | ) | (1,983 | ) | 9,740 | | 9.8 | % |
Income taxes | | 5,516 | | 5.6 | % | 827 | | 793 | | 3,896 | | 3.9 | % |
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Net income | | $ | 8,275 | | 8.4 | % | $ | (1,241 | ) | $ | (1,190 | ) | $ | 5,844 | | 5.9 | % |
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Net income per share | | | | | | | | | | | | | |
Basic | | $ | 0.20 | | | | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.14 | | | |
Diluted | | $ | 0.20 | (1) | | | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.14 | | | |
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Shares used in computing net income (loss) per share: | | | | | | | | | | | | | |
Basic | | 40,680 | | | | 40,680 | | 40,680 | | 40,680 | | | |
Diluted | | 42,385 | | | | 42,385 | | 42,385 | | 42,385 | | | |
(1) See Table 7 for a more detailed reconciliation of net income for the three months ended December 31, 2003.
(2) Represents amortization expense of definite lived intangible assets resulting from the acquisitions of Synavant and SAI.
(3) Includes Dendrite severance and facility closure costs incurred as a result of the acquisition of Synavant along with other integration costs.
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TABLE 4
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO ADJUSTED (NON-GAAP) STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Total Adjusted YTD | | % of Rev. | | Amortization (2) | | Other Charges (3) | | GAAP | | % of Rev. | |
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Revenues: | | | | | | | | | | | | | |
License fees | | $ | 10,860 | | 3.4 | % | $ | — | | $ | — | | $ | 10,860 | | 3.4 | % |
Services | | 310,247 | | 96.6 | % | — | | — | | 310,247 | | 96.6 | % |
| | 321,107 | | 100.0 | % | — | | — | | 321,107 | | 100.0 | % |
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Cost of license fees | | 4,305 | | 1.3 | % | 610 | | — | | 4,915 | | 1.5 | % |
Cost of services | | 158,456 | | 49.3 | % | 141 | | — | | 158,597 | | 49.4 | % |
| | 162,761 | | 50.7 | % | 751 | | — | | 163,512 | | 50.9 | % |
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License Gross Margin | | 6,555 | | 60.4 | % | (610 | ) | — | | 5,945 | | 54.7 | % |
Services Gross Margin | | 151,791 | | 48.9 | % | (141 | ) | — | | 151,650 | | 48.9 | % |
Gross margin | | 158,346 | | 49.3 | % | (751 | ) | — | | 157,595 | | 49.1 | % |
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Selling, general and administrative | | 104,667 | | 32.6 | % | 3,283 | | 3,189 | | 111,139 | | 34.6 | % |
Research and development | | 11,633 | | 3.6 | % | — | | — | | 11,633 | | 3.6 | % |
| | 116,300 | | 36.2 | % | 3,283 | | 3,189 | | 122,772 | | 38.2 | % |
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Operating income | | 42,046 | | 13.1 | % | (4,034 | ) | (3,189 | ) | 34,823 | | 10.8 | % |
Interest income | | 731 | | 0.2 | % | — | | — | | 731 | | 0.2 | % |
Other income | | 560 | | 0.2 | % | — | | — | | 560 | | 0.2 | % |
Income before income taxes | | 43,337 | | 13.5 | % | (4,034 | ) | (3,189 | ) | 36,114 | | 11.2 | % |
Income taxes | | 17,336 | | 5.4 | % | 1,614 | | 668 | | 15,054 | | 4.7 | % |
| | | | | | | | | | | | | |
Net income | | $ | 26,001 | | 8.1 | % | $ | (2,420 | ) | $ | (2,521 | ) | $ | 21,060 | | 6.6 | % |
| | | | | | | | | | | | | |
Net income per share | | | | | | | | | | | | | |
Basic | | $ | 0.64 | | | | $ | (0.06 | ) | $ | (0.06 | ) | $ | 0.52 | | | |
Diluted | | $ | 0.63 | (1) | | | $ | (0.06 | ) | $ | (0.06 | ) | $ | 0.51 | | | |
| | | | | | | | | | | | | |
Shares used in computing net income (loss) per share: | | | | | | | | | | | | | |
Basic | | 40,340 | | | | 40,340 | | 40,340 | | 40,340 | | | |
Diluted | | 41,415 | | | | 41,415 | | 41,415 | | 41,415 | | | |
Note: Includes Synavant’s operating results for the period June 16, 2003 to December 31, 2003.
(1) See Table 7 for a more detailed reconciliation of net income for the year ended December 31, 2003.
(2) Represents amortization expense of definite lived intangible assets resulting from the acquisitions of SAI and Synavant.
(3) Includes Dendrite severance and facility closure costs as a result of the acquisition of Synavant and other integration costs as well as a foreign tax valuation adjustment made in connection with the integration of Synavant.
9
TABLE 5
DENDRITE INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
| | December 31, | |
| | 2003 | | 2002 (1) | |
| | | | | |
Assets | | | | | |
Current Assets: | | | | | |
Cash and cash equivalents | | $ | 30,405 | | $ | 68,308 | |
Short-term investments | | — | | 1,295 | |
Accounts receivable, net | | 71,383 | | 39,853 | |
Prepaid expenses and other current assets | | 8,483 | | 4,962 | |
Deferred taxes | | 8,844 | | 3,380 | |
Facility held for sale | | 6,900 | | 6,900 | |
Total current assets | | 126,015 | | 124,698 | |
| | | | | |
Property and equipment, net | | 27,858 | | 26,377 | |
Other assets | | 2,004 | | 1,713 | |
Long-term receivable | | 3,157 | | 6,314 | |
Goodwill | | 70,685 | | 12,353 | |
Intangible assets, net | | 18,574 | | 2,973 | |
Purchased capitalized software, net | | 1,666 | | 2,275 | |
Capitalized software development costs, net | | 6,126 | | 5,605 | |
Deferred taxes | | 6,372 | | 6,168 | |
| | $ | 262,457 | | $ | 188,476 | |
| | | | | |
Liabilities and Stockholders’ Equity | | | | | |
Current Liabilities: | | | | | |
Accounts payable | | $ | 4,990 | | $ | 1,274 | |
Income taxes payable | | 6,194 | | 5,659 | |
Capital lease obligations | | 1,033 | | 615 | |
Accrued compensation and benefits | | 16,104 | | 5,055 | |
Other accrued expenses | | 29,203 | | 16,749 | |
Purchase accounting restructuring accrual | | 3,203 | | 1,188 | |
Accrued restructuring charge | | — | | 260 | |
Deferred revenues | | 16,379 | | 7,861 | |
Total current liabilities | | 77,106 | | 38,661 | |
| | | | | |
Capital lease obligations | | 187 | | 275 | |
Purchase accounting restructuring accrual | | 8,627 | | 2,064 | |
Other non-current liabilities | | 402 | | 717 | |
| | | | | |
Stockholders’ Equity: | | | | | |
Preferred stock, no par value, 15,000,000 shares authorized, none issued | | — | | — | |
Common Stock, no par value, 150,000,000 shares authorized, 43,013,428 and 42,156,344 shares issued; 40,790,728 and 39,933,644 shares outstanding | | 100,448 | | 93,037 | |
Retained earnings | | 97,936 | | 76,876 | |
Deferred compensation | | (56 | ) | (76 | ) |
Accumulated other comprehensive loss | | (1,317 | ) | (2,202 | ) |
Less treasury stock, at cost | | (20,876 | ) | (20,876 | ) |
| | | | | |
Total stockholders’ equity | | 176,135 | | 146,759 | |
| | $ | 262,457 | | $ | 188,476 | |
(1) Amounts reflect reclassifications to conform to current year presentation.
10
TABLE 6
DENDRITE INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| | Year Ended December 31, | |
| | 2003 | | 2002 | |
Operating activities: | | | | | |
Net income | | $ | 21,060 | | $ | 15,398 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | | 21,717 | | 14,096 | |
Asset impairment | | — | | 1,832 | |
Restructuring benefit | | — | | (47 | ) |
Amortization of deferred compensation, net of forfeitures | | (30 | ) | 68 | |
Deferred taxes | | 608 | | (469 | ) |
Changes in assets and liabilities, net of effects from acquisitions: | | | | | |
Decrease/(increase) in accounts receivable | | 6,105 | | (4,889 | ) |
Increase in prepaid expenses and other | | (1,090 | ) | — | |
Decrease/(increase) in other non-current assets | | 482 | | (22 | ) |
Decrease in prepaid income taxes | | — | | 4,744 | |
Decrease in accounts payable and accrued expenses | | (20,775 | ) | (5,076 | ) |
Decrease in purchase accounting restructuring accrual | | (10,883 | ) | — | |
Increase in income taxes payable | | 3,320 | | 4,257 | |
Decrease in accrued restructuring charge | | (260 | ) | (2,643 | ) |
Decrease in deferred revenue | | (2,161 | ) | (3,260 | ) |
Decrease/(increase) in other non-current liabilities | | (279 | ) | 200 | |
| | | | | |
Net cash provided by operating activities | | 17,814 | | 24,189 | |
| | | | | |
Investing activities: | | | | | |
Purchases of short-term investments | | — | | (14,710 | ) |
Sales of short-term investments | | 1,294 | | 19,798 | |
Acquisitions, net of cash acquired | | (53,458 | ) | (13,117 | ) |
Increase in other non-current assets | | (50 | ) | (700 | ) |
Purchases of property and equipment | | (6,350 | ) | (11,113 | ) |
Additions to capitalized software development costs | | (3,182 | ) | (2,678 | ) |
| | | | | |
Net cash used in investing activities | | (61,746 | ) | (22,520 | ) |
| | | | | |
Financing activities: | | | | | |
Borrowings from line of credit | | 8,000 | | — | |
Repayments of line of credit | | (8,000 | ) | — | |
Purchases of treasury stock | | — | | (1,469 | ) |
Payments on capital lease obligations | | (999 | ) | (330 | ) |
Issuance of common stock | | 6,235 | | 2,807 | |
| | | | | |
Net cash provided by financing activities | | 5,236 | | 1,008 | |
| | | | | |
Effect of foreign exchange rate changes on cash | | 793 | | 137 | |
| | | | | |
Net (decrease)/increase in cash and cash equivalents | | (37,903 | ) | 2,814 | |
Cash and cash equivalents, beginning of year | | 68,308 | | 65,494 | |
| | | | | |
Cash and cash equivalents, end of year | | $ | 30,405 | | $ | 68,308 | |
11
TABLE 7
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO ADJUSTED (NON-GAAP) RESULTS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Three Months Ended December 31, | | Year Ended December 31, | |
| | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | |
Net income (See Table 1) | | $ | 5,844 | | $ | 4,725 | | $ | 21,060 | | $ | 15,398 | |
| | | | | | | | | |
Non-GAAP Adjustments: | | | | | | | | | |
Purchased capitalized software amortization, net of tax (1) | | | | | | | | | |
SAI | | 92 | | 99 | | 366 | | 99 | |
Intangible assets amortization, net of tax (1) | | | | | | | | | |
Synavant | | 1,048 | | — | | 1,649 | | — | |
SAI | | 101 | | 101 | | 406 | | 101 | |
Integration costs, net of tax (2) | | 140 | | — | | 427 | | — | |
Dendrite related acquisition costs, net of tax (3) | | 1,050 | | — | | 1,485 | | — | |
Reduction in workforce, net of tax (4) | | — | | 7 | | — | | 749 | |
Asset impairment, net of tax (5) | | — | | — | | — | | 1,099 | |
Reversal of loss contracts, net of tax (6) | | — | | — | | — | | (563 | ) |
Income taxes (7) | | — | | — | | 608 | | — | |
| | | | | | | | | |
Adjusted Net income | | $ | 8,275 | | $ | 4,932 | | $ | 26,001 | | $ | 16,883 | |
| | | | | | | | | |
Adjusted Net income per share: | | | | | | | | | |
Basic | | $ | 0.20 | | $ | 0.12 | | $ | 0.64 | | $ | 0.42 | |
Diluted | | $ | 0.20 | | $ | 0.12 | | $ | 0.63 | | $ | 0.42 | |
| | | | | | | | | |
Shares used in computing net income per share : | | | | | | | | | |
Basic | | 40,680 | | 39,910 | | 40,340 | | 39,872 | |
Diluted | | 42,385 | | 39,966 | | 41,415 | | 40,127 | |
Note: The non-GAAP financial information set forth above is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that disclosing non-GAAP adjusted results provide further insight into the operating performance of the Company and are useful to investors to help them analyze operating trends and perform comparisons across periods. Management uses the adjusted numbers to manage the business and evaluate operating performance on a period-to-period comparative basis.
(1) Represents amortization expense, net of tax, for definite lived assets resulting from the acquisitions of SAI and Synavant.
(2) Represents costs associated with the integration of the Synavant business into the Dendrite business. These costs include but are not limited to, legal, consulting and moving charges as well as reconstruction of temporary facilities.
(3) Represents costs related to workforce and facility redundancies identified in connection with the integration of the Synavant business into the Dendrite business. If the redundancies involved the Dendrite workforce or facilities they were charged to operations and have been identified above. If the redundancies involved the Synavant workforce or facilities they were recorded to goodwill.
(4) Represents costs of severance related to a reduction in workforce during the third quarter 2002 due to a slower than expected growth in revenue.
(5) Represents an adjustment to the fair value of a building held for sale during the third quarter 2002.
(6) Represents the reversal, during the third quarter 2002, of costs previously recorded in 2001, which related to the recognition of anticipated future losses on selected contracts for which the Company’s obligations were favorably resolved.
(7) Represents a foreign tax valuation adjustment in connection with the integration of Synavant.
12
TABLE 8
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF PROJECTED GAAP RESULTS TO PROJECTED ADJUSTED RESULTS *
(IN MILLIONS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Rolling 6 month outlook January 1, 2004 - June 30, 2004 | |
| | | |
Projected Revenue Range | | $190 to $194 | |
| | | |
Projected GAAP EPS Range | | $0.27 to $0.29 | |
| | | |
Projected Per Share Impact of: | | | |
| | | |
Intangible Asset Amortization (1) | | $0.02 to $0.02 | |
| | | |
Projected Adjusted EPS Range | | $0.29 to $0.31 | |
Note: The non-GAAP financial information set forth above is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that disclosing non-GAAP adjusted results provide further into the operating performance of the Company and are useful to investors to help them analyze operating trends and perform comparisons across periods. Management uses the adjusted numbers to manage the business and evaluate operating performance on a period-to-period comparative basis.
(1) Includes amortization of both purchased capitalized software and intangible assets from the Synavant and SAI acquisitions. The UTO Brain intangible valuation is in the process of being determined. However, the Company currently estimates that the amortization impact of the UTO Brain acquisition should not materially affect the projected EPS range.
(2) Includes charges from Dendrite severance and facility closure costs as a result of the acquisition of Synavant as well as costs incurred as part of the integration of Synavant.
* - - See “forward looking statement” disclaimer included as part of this press release.
13
TABLE 9
DENDRITE INTERNATIONAL, INC.
PURCHASED INTANGIBLE ASSET AMORTIZATION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
| | | | | | Purchased Intangible Amortization Expense | |
| | Intangible Value | | Life (Years) | | 2003 Actual | | Full Year Projections | |
| | | | 1st Qtr | | 2nd Qtr | | 3rd Qtr | | 4th Qtr(b) | | 2003 | | 2004 (c) | | 2005 (c) | | 2006 (c) | | 2007 (c) | | Thereafter | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Synavant Intangible Detail | | | | | | | | | | | | | | | | | | | | | | | | | |
Covenants not to compete | | $ | 2,100 | | 2 | | $ | — | | $ | 27 | | $ | 175 | | $ | 365 | | $ | 567 | | $ | 1,050 | | $ | 481 | | $ | — | | $ | — | | $ | — | |
Backlog | | 2,400 | | (a | ) | — | | 62 | | 376 | | 1,360 | | 1,798 | | 516 | | 87 | | — | | — | | — | |
Pharbase Database | | 2,600 | | 10 | | — | | 10 | | 65 | | 65 | | 140 | | 260 | | 260 | | 260 | | 260 | | 1,419 | |
Customer relationships | | 5,800 | | 13 | | — | | 40 | | 245 | | (44 | ) | 241 | | 446 | | 446 | | 446 | | 446 | | 3,774 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Synavant Amortization Total | | | | | | — | | 139 | | 861 | | 1,746 | | 2,746 | | 2,272 | | 1,274 | | 706 | | 706 | | 5,193 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
SAI Amortization | | | | | | 322 | | 322 | | 322 | | 322 | | 1,288 | | 1,286 | | 610 | | 445 | | — | | — | |
UTOBrain Amortization (d) | | | | | | — | | — | | — | | — | | — | | TBD | | TBD | | TBD | | TBD | | TBD | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Amortization Expense(d) | | | | | | $ | 322 | | $ | 461 | | $ | 1,183 | | $ | 2,068 | | $ | 4,034 | | $ | 3,558 | | $ | 1,884 | | $ | 1,151 | | $ | 706 | | $ | 5,193 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) Backlog is amortized as the backlog revenue is recognized.
(b) Includes a onetime adjustment for final Synavant valuation adjustments.
(c) Amortization is evenly spread throughout the year.
(d) Since the Uto Brain acquisition closed on January 5, 2004, the purchase price allocation is currently in progress.
14
TABLE 10
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO ADJUSTED (NON-GAAP) STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2002
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Total Adjusted Q4 | | % of Rev. | | Amortization (2) | | Other Charges (3) | | GAAP | | % of Rev. | |
| | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | |
License fees | | $ | 5,745 | | 10.1 | % | $ | — | | $ | — | | $ | 5,745 | | 10.1 | % |
Services | | 51,295 | | 89.9 | % | — | | — | | 51,295 | | 89.9 | % |
| | 57,040 | | 100.0 | % | — | | — | | 57,040 | | 100.0 | % |
| | | | | | | | | | | | | |
Cost of license fees | | 1,789 | | 3.1 | % | 165 | | — | | 1,954 | | 3.4 | % |
Cost of services | | 25,333 | | 44.4 | % | — | | — | | 25,333 | | 44.4 | % |
| | 27,122 | | 47.5 | % | 165 | | — | | 27,287 | | 47.8 | % |
| | | | | | | | | | | | | |
License Gross Margin | | 3,956 | | 68.9 | % | (165 | ) | — | | 3,791 | | 66.0 | % |
Services Gross Margin | | 25,962 | | 50.6 | % | — | | — | | 25,962 | | 50.6 | % |
Gross margin | | 29,918 | | 52.5 | % | (165 | ) | — | | 29,753 | | 52.2 | % |
| | | | | | | | | | | | | |
Selling, general and administrative | | 18,933 | | 33.2 | % | 169 | | 59 | | 19,161 | | 33.6 | % |
Research and development | | 2,950 | | 5.2 | % | — | | — | | 2,950 | | 5.2 | % |
Restructuring benefit | | — | | — | | — | | (47 | ) | (47 | ) | 0.0 | % |
| | 21,883 | | 38.4 | % | 169 | | 12 | | 22,064 | | 38.7 | % |
| | | | | | | | | | | | | |
Operating income | | 8,035 | | 14.1 | % | (334 | ) | (12 | ) | 7,689 | | 13.5 | % |
Interest income | | 229 | | 0.4 | % | — | | — | | 229 | | 0.4 | % |
Other expense | | (43 | ) | -0.1 | % | — | | — | | (43 | ) | -0.1 | % |
Income before income taxes | | 8,221 | | 14.4 | % | (334 | ) | (12 | ) | 7,875 | | 13.8 | % |
Income taxes | | 3,289 | | 5.8 | % | 134 | | 5 | | 3,150 | | 5.5 | % |
| | | | | | | | | | | | | |
Net income | | $ | 4,932 | | 8.6 | % | $ | (200 | ) | $ | (7 | ) | $ | 4,725 | | 8.3 | % |
| | | | | | | | | | | | | |
Net income per share | | | | | | | | | | | | | |
Basic | | $ | 0.12 | | | | $ | (0.01 | ) | $ | (0.00 | ) | $ | 0.12 | (4) | | |
Diluted | | $ | 0.12 | (1) | | | $ | (0.01 | ) | $ | (0.00 | ) | $ | 0.12 | (4) | | |
| | | | | | | | | | | | | |
Shares used in computing net income (loss) per share: | | | | | | | | | | | | | |
Basic | | 39,910 | | | | 39,910 | | 39,910 | | 39,910 | | | |
Diluted | | 39,966 | | | | 39,966 | | 39,966 | | 39,966 | | | |
(1) See Table 7 for a more detailed reconciliation of net income for the three months ended December 31, 2002.
(2) Represents amortization expense of definite lived intangible assets resulting from the acquisition of SAI.
(3) Includes Dendrite severance and a revised estimate of the 2001 restructuring accrual.
(4) Diluted EPS does not appear to foot across due to the mathematical rounding of the individual calculations.
15
TABLE 11
DENDRITE INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO ADJUSTED (NON-GAAP) STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| | Total Adjusted YTD | | % of Rev. | | Amortization (2) | | Other Charges (3) | | GAAP | | % of Rev. | |
| | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | |
License fees | | $ | 13,507 | | 6.0 | % | $ | — | | $ | — | | $ | 13,507 | | 6.0 | % |
Services | | 212,249 | | 94.0 | % | — | | — | | 212,249 | | 94.0 | % |
| | 225,756 | | 100.0 | % | — | | — | | 225,756 | | 100.0 | % |
| | | | | | | | | | | | | |
Cost of license fees | | 4,565 | | 2.0 | % | 165 | | — | | 4,730 | | 2.1 | % |
Cost of services | | 107,756 | | 47.7 | % | — | | (939 | ) | 106,817 | | 47.3 | % |
| | 112,321 | | 49.8 | % | 165 | | (939 | ) | 111,547 | | 49.4 | % |
| | | | | | | | | | | | | |
License Gross Margin | | 8,942 | | 66.2 | % | (165 | ) | — | | 8,777 | | 65.0 | % |
Services Gross Margin | | 104,493 | | 49.2 | % | — | | 939 | | 105,432 | | 49.7 | % |
Gross margin | | 113,435 | | 50.2 | % | (165 | ) | 939 | | 114,209 | | 50.6 | % |
| | | | | | | | | | | | | |
Selling, general and administrative | | 75,836 | | 33.6 | % | 169 | | 1,296 | | 77,301 | | 34.2 | % |
Research and development | | 10,396 | | 4.6 | % | — | | — | | 10,396 | | 4.6 | % |
Restructuring benefit | | — | | | | — | | (47 | ) | (47 | ) | 0.0 | % |
Asset impairment | | — | | | | — | | 1,832 | | 1,832 | | 0.8 | % |
| | 86,232 | | 38.2 | % | 169 | | 3,081 | | 89,482 | | 39.6 | % |
| | | | | | | | | | | | | |
Operating income | | 27,203 | | 12.0 | % | (334 | ) | (2,142 | ) | 24,727 | | 11.0 | % |
Interest income | | 1,085 | | 0.5 | % | — | | — | | 1,085 | | 0.5 | % |
Other expense | | (149 | ) | -0.1 | % | — | | — | | (149 | ) | -0.1 | % |
Income before income taxes | | 28,139 | | 12.5 | % | (334 | ) | (2,142 | ) | 25,663 | | 11.4 | % |
Income taxes | | 11,256 | | 5.0 | % | 134 | | 857 | | 10,265 | | 4.5 | % |
| | | | | | | | | | | | | |
Net income | | $ | 16,883 | | 7.5 | % | $ | (200 | ) | $ | (1,285 | ) | $ | 15,398 | | 6.8 | % |
| | | | | | | | | | | | | |
Net income per share | | | | | | | | | | | | | |
Basic | | $ | 0.42 | | | | $ | (0.01 | ) | $ | (0.03 | ) | $ | 0.39 | (4) | | |
Diluted | | $ | 0.42 | (1) | | | $ | (0.01 | ) | $ | (0.03 | ) | $ | 0.38 | | | |
| | | | | | | | | | | | | |
Shares used in computing net income (loss) per share: | | | | | | | | | | | | | |
Basic | | 39,872 | | | | 39,872 | | 39,872 | | 39,872 | | | |
Diluted | | 40,127 | | | | 40,127 | | 40,127 | | 40,127 | | | |
Note: Includes SAI’s operating results for the period September 19, 2002 to December 31, 2002.
(1) See Table 7 for a more detailed reconciliation of net income for the twelve months ended December 31, 2002.
(2) Represents amortization expense of definite lived intangible assets resulting from the acquisition of SAI.
(3) Includes Dendrite severance; a reversal of costs previously recorded in 2001, in connection with certain customer contracts, which related to the recognition of anticipated future losses that were ultimately favorably resolved; a revised estimate of the 2001 restructuring accrual; and an asset impairment charge related to the facility held for sale.
(4) Diluted EPS does not appear to foot across due to the mathematical rounding of the individual calculations.
16