AMCS » Topics » Overview

This excerpt taken from the AMCS 10-K filed Mar 11, 2010.
Overview
 
We are a leading independent provider of imaging IT solutions in the United States and Canada. AMICAS offers a comprehensive suite of image and information management solutions — from radiology PACS to cardiology PACS, from radiology information systems to cardiovascular information systems, from business intelligence tools to enterprise content management tools, and from revenue cycle management solutions to teleradiology solutions. AMICAS provides a complete, end-to-end solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospitals are provided with a comprehensive image management solution for cardiology and radiology as well as an enterprise-wide image management infrastructure that complements existing electronic medical record (“EMR”) strategies to enhance clinical, operational, and administrative functions. Complementing the product suites is AMICAS professional services, a set of client-centered professional and consulting services that assist the Company’s customers with a well-planned transition to a digital enterprise.
 
The Company is focused in two primary markets, ambulatory imaging businesses and acute care facilities. The ambulatory imaging business is composed of radiology groups, teleradiology businesses, imaging centers, multi-specialty groups and billing services. Acute care facilities consist primarily of integrated delivery networks (“IDNs”) and hospitals. In the ambulatory imaging market, the Company is focused on delivering an end-to-end solution. Our revenues in this market consist of software license fees and systems, services, maintenance, and EDI revenues. The end-to-end solution is modular and customers can purchase one component or several and add enhancements over time. We believe radiology groups need an automation solution focused on improving their competitiveness, service delivery capabilities, and operating financial performance.
 
In the acute care market, we provide top-flight departmental solutions for radiology and cardiology departments and an enterprise-wide imaging infrastructure that serves as the imaging component for the enterprise electronic medical record. Our departmental solutions for radiology include a web-based PACS that features innovative image management capabilities at what we believe is a low total cost of ownership. Our departmental solutions for cardiology include a multi-modality image management platform, a web-based structured reporting solution, and a hemodynamic monitoring solution. This comprehensive cardiovascular solution offers a complete, end-to-end automation solution for all aspects of a cardiology department.
 
Our enterprise solutions include vendor neutral archive for image management infrastructure. A vendor neutral archive allows healthcare providers to consolidate their medical imaging infrastructure for multiple departmental image management solutions from multiple vendors and multiple locations. AMICAS ECM (Enterprise Content Manager) can be deployed as a standalone medical image archive solution or it can be deployed complete with an integrated viewing platform to allow providers to use AMICAS ECM as the imaging component of their overall EMR strategy.
 
In fiscal year 2009, the Company continued the trend of large multi-site customers in the ambulatory market, where payments have shifted from a license fee in advance to a multi-year financing arrangement. We believe that this shift is due to the need for radiology groups to reduce the up front capital needs typically required in a traditional software sale. Our revenues continue to be impacted as a result of the need to recognize the revenue over extended periods as compared to prior periods. Software discounts have remained relatively constant during fiscal year 2009; however, uncertainty could impact both the level of discounts as well as delay capital purchasing decisions. Revenues in the acute care market consist primarily of software and the associated maintenance and services. We believe the acute care market continues to be driven by the replacement market for existing PACS systems, especially to reduce total cost of ownership and reduce overhead costs. We believe the replacement market represents an attractive opportunity for our solution to improve return on investment and lower costs. However, continued uncertainty could cause potential customers to delay or eliminate capital expenditures when they have an existing system.
 
On April 2, 2009, we completed the acquisition of Emageon. As a result of the acquisition, we expanded our presence in the image and information management market. The combined solution suite includes radiology PACS, cardiology PACS, radiology information systems, cardiology information systems, revenue cycle management systems, referring physician tools, business intelligence tools, and electronic medical record-enabling enterprise content management capabilities. We now have operations in Canada, acquired as part of the Emageon acquisition.


38


Table of Contents

On December 24, 2009, we entered into the Thoma Bravo Merger Agreement, which provides for the acquisition of 100% of the capital stock of AMICAS by an affiliate of Thoma Bravo for $5.35 per share in cash. On February 23, 2010, we received from Merge a proposal to acquire all of the outstanding shares of AMICAS for $6.05 per share in cash, which included an executed definitive commitment letter for $200 million of financing from Morgan Stanley and confirmation that Merge would place a portion of the pre-funded proceeds received from its mezzanine investors into an escrow account directly accessible by AMICAS. After reviewing the proposal, on March 1, 2010, our Board of Directors determined that the proposal constituted a “Superior Proposal” as defined under the Thoma Bravo Merger Agreement. In accordance with the terms of the Thoma Bravo Merger Agreement, we negotiated in good faith with Thoma Bravo during the five business day period to make such adjustments in the terms and conditions of the Thoma Bravo Agreement such that the Merge proposal would cease to constitute a Superior Proposal.
 
On March 4, 2010, Thoma Bravo notified AMICAS that it was not offering a counter proposal and waived the remainder of the notice period. On March 5, 2010, we terminated the Thoma Bravo Merger Agreement and paid a termination fee of approximately $8.6 million, half of which was reimbursed by Merge. Subsequently, we entered into the Merge Merger Agreement, pursuant to which Merge will acquire all of the outstanding shares of AMICAS for $6.05 per share in cash. Under the terms of the Merge Merger Agreement, Merge will commence a cash tender offer for all of AMICAS’ outstanding common stock. Merge will then consummate a merger pursuant to which any untendered shares of AMICAS common stock (other than those shares held by AMICAS’ stockholders who have properly exercised their dissenters’ rights under Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the same $6.05 per share cash price. The tender offer and merger are subject to certain closing conditions, including, but not limited to, a successful tender of a minimum number of shares of AMICAS common stock, antitrust clearance and other regulatory approvals. The merger is expected to close in the second quarter of 2010. There is no financing condition to the consummation of the Acquisition.
 
These excerpts taken from the AMCS 10-K filed Mar 13, 2009.
Overview
 
AMICAS, Inc. (“we,” “us,” “our,” “AMICAS” or the “Company”) is a leader in radiology and medical image and information management solutions. The AMICAS One SuiteTM products provide a complete, end-to-end IT solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospital customers are provided a comprehensive hospital information system (“HIS”)/radiology information system (“RIS”) — independent picture archiving communication system (“PACS”), featuring advanced enterprise workflow support and scalable design. Complementing the One Suite product family is AMICAS professional services, a set of client-centered professional and consulting services that assist the Company’s customers with a well-planned transition to a digital enterprise.
 
The Company is focused in two primary markets, ambulatory imaging businesses and acute care facilities. The ambulatory imaging business is composed of radiology groups, teleradiology businesses, imaging centers, multi-specialty groups and billing services. Acute care facilities consist primarily of integrated delivery networks (“IDNs”) and hospitals. In the ambulatory imaging market, the Company is focused on delivering an end-to-end solution. Our revenues in this market consist of software license fees and systems, services, maintenance, and EDI revenues. The end-to-end solution is modular and customers can purchase one component or several and add enhancements over time. We believe radiology groups need an automation solution focused on improving their competitiveness, service delivery capabilities, and operating financial performance.
 
In fiscal year 2008, the Company saw a trend towards large multi-site customers in the ambulatory market. This trend has also recognized a shift from payment of the license fee in advance to a multi-year financing arrangement where payments occur ratably over time. We believe that this shift is due to the need for radiology groups to reduce the up front capital needs typically required in a traditional software sale. We believe this trend had a negative impact in our revenues as a result of the need to recognize the revenue over extended periods. Software discounts have remained relatively constant during fiscal year 2008; however, continued economic uncertainty could impact both the level of discounts as well as delay capital purchasing decisions. Revenues in the acute care market consist primarily of software and the associated maintenance and services. We believe the acute care market continues to be driven by the replacement market for existing PACS systems, especially to reduce total cost of ownership and reduce overhead costs. We believe the replacement market represents an attractive opportunity for our solution to improve return on investment and lower costs. However, continued economic uncertainty could cause potential customers to delay or eliminate capital expenditures when they have an existing system.
 
Overview


 



AMICAS, Inc. (“we,” “us,” “our,”
“AMICAS” or the “Company”) is a leader in
radiology and medical image and information management
solutions. The AMICAS One SuiteTM products provide a complete,
end-to-end IT solution for imaging centers, ambulatory care
facilities, radiology practices and billing services. Solutions
include automation support for workflow, imaging, billing and
document management. Hospital customers are provided a
comprehensive hospital information system
(“HIS”)/radiology information system
(“RIS”) — independent picture archiving
communication system (“PACS”), featuring advanced
enterprise workflow support and scalable design. Complementing
the One Suite product family is AMICAS professional services, a
set of client-centered professional and consulting services that
assist the Company’s customers with a well-planned
transition to a digital enterprise.


 



The Company is focused in two primary markets, ambulatory
imaging businesses and acute care facilities. The ambulatory
imaging business is composed of radiology groups, teleradiology
businesses, imaging centers, multi-specialty groups and billing
services. Acute care facilities consist primarily of integrated
delivery networks (“IDNs”) and hospitals. In the
ambulatory imaging market, the Company is focused on delivering
an end-to-end solution. Our revenues in this market consist of
software license fees and systems, services, maintenance, and
EDI revenues. The end-to-end solution is modular and customers
can purchase one component or several and add enhancements over
time. We believe radiology groups need an automation solution
focused on improving their competitiveness, service delivery
capabilities, and operating financial performance.


 



In fiscal year 2008, the Company saw a trend towards large
multi-site customers in the ambulatory market. This trend has
also recognized a shift from payment of the license fee in
advance to a multi-year financing arrangement where payments
occur ratably over time. We believe that this shift is due to
the need for radiology groups to reduce the up front capital
needs typically required in a traditional software sale. We
believe this trend had a negative impact in our revenues as a
result of the need to recognize the revenue over extended
periods. Software discounts have remained relatively constant
during fiscal year 2008; however, continued economic uncertainty
could impact both the level of discounts as well as delay
capital purchasing decisions. Revenues in the acute care market
consist primarily of software and the associated maintenance and
services. We believe the acute care market continues to be
driven by the replacement market for existing PACS systems,
especially to reduce total cost of ownership and reduce overhead
costs. We believe the replacement market represents an
attractive opportunity for our solution to improve return on
investment and lower costs. However, continued economic
uncertainty could cause potential customers to delay or
eliminate capital expenditures when they have an existing system.


 




These excerpts taken from the AMCS 10-K filed Mar 17, 2008.
Overview
 
AMICAS, Inc. (“we,” “us,” “our,” “AMICAS” or the “Company”) is a leader in radiology and medical image and information management solutions. The AMICAS Vision Seriestm products provide a complete, end-to-end IT solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospital customers are provided a fully-integrated, hospital information system (“HIS”)/radiology information system (“RIS”) - independent image management or picture archiving communication system (“PACS”), featuring advanced enterprise workflow support and scalable design. Complementing the Vision Series product family is AMICAS Insight Solutionssm, a set of client-centered professional and consulting services that assist the Company’s customers with a well-planned transition to a digital enterprise. In addition, the Company provides its customers with ongoing software and hardware support, implementation, training, and electronic data interchange (“EDI”) services for patient billing and claims processing.
 
Software license fees and system revenues are derived from the sale of software product licenses and computer hardware. Maintenance and services revenues come from providing ongoing product support, implementation, training and transaction processing services. Approximately 62%, 59% and 53% of our total revenues were of a recurring nature, such as support and transaction processing services, in 2007, 2006 and 2005, respectively.
 
AMICAS began as “AMICAS PACS,” a developer of Web-based diagnostic image management software solutions, and was acquired by VitalWorks in November 2003. In January 2005, we completed the sale of our medical division and renamed the company AMICAS, Inc. We have continued to develop our products and focus on innovation and a high level of quality. Our current financial position is a result of several significant transactions:
 
  •  In January 2005, we completed the sale of our medical division to Cerner Corporation. As consideration for the sale, we received $100 million in cash, subject to a post-closing purchase price reduction of $1.6 million. In 2005, we recorded a net gain on the sale of $46.3 million, net of income taxes of $33.9 million.
 
  •  In January 2005, we repaid the entire outstanding balance under our credit facility with Wells Fargo Foothill, Inc. of approximately $23.2 million and we terminated the credit facility.
 
In addition, in October 2005, we announced that David and Susan Jones (“Plaintiffs”) and InfoCure Corporation (now known as AMICAS, Inc.), Richard Perlman and James Price agreed to settle and to resolve and terminate, fully and finally, the issues between them in the lawsuit styled David and Susan Jones v. InfoCure Corporation, et al. filed in 2001 concerning a 1999 transaction. As part of the settlement, we agreed to pay $3.25 million to the Plaintiffs. We recorded a $2.75 million charge related to the settlement of this litigation in 2005.

30


Table of Contents

The $2.75 million charge was net of the reimbursement received of $325,000 from the co-defendants, who were two former executive officers of the Company, and $0.5 million for previously accrued amounts.
 
Overview


 



AMICAS, Inc. (“we,” “us,” “our,”
“AMICAS” or the “Company”) is a leader in
radiology and medical image and information management
solutions. The AMICAS Vision
Seriestm
products provide a complete, end-to-end IT solution for
imaging centers, ambulatory care facilities, radiology practices
and billing services. Solutions include automation support for
workflow, imaging, billing and document management. Hospital
customers are provided a fully-integrated, hospital information
system (“HIS”)/radiology information system
(“RIS”) - independent image management or picture
archiving communication system (“PACS”), featuring
advanced enterprise workflow support and scalable design.
Complementing the Vision Series product family is AMICAS Insight
Solutionssm,
a set of client-centered professional and consulting services
that assist the Company’s customers with a well-planned
transition to a digital enterprise. In addition, the Company
provides its customers with ongoing software and hardware
support, implementation, training, and electronic data
interchange (“EDI”) services for patient billing and
claims processing.


 



Software license fees and system revenues are derived from the
sale of software product licenses and computer hardware.
Maintenance and services revenues come from providing ongoing
product support, implementation, training and transaction
processing services. Approximately 62%, 59% and 53% of our total
revenues were of a recurring nature, such as support and
transaction processing services, in 2007, 2006 and 2005,
respectively.


 



AMICAS began as “AMICAS PACS,” a developer of
Web-based diagnostic image management software solutions, and
was acquired by VitalWorks in November 2003. In January 2005, we
completed the sale of our medical division and renamed the
company AMICAS, Inc. We have continued to develop our products
and focus on innovation and a high level of quality. Our current
financial position is a result of several significant
transactions:


 


























  • 

In January 2005, we completed the sale of our medical division
to Cerner Corporation. As consideration for the sale, we
received $100 million in cash, subject to a post-closing
purchase price reduction of $1.6 million. In 2005, we
recorded a net gain on the sale of $46.3 million, net of
income taxes of $33.9 million.
 
  • 

In January 2005, we repaid the entire outstanding balance under
our credit facility with Wells Fargo Foothill, Inc. of
approximately $23.2 million and we terminated the credit
facility.


 



In addition, in October 2005, we announced that David and Susan
Jones (“Plaintiffs”) and InfoCure Corporation (now
known as AMICAS, Inc.), Richard Perlman and James Price agreed
to settle and to resolve and terminate, fully and finally, the
issues between them in the lawsuit styled David and Susan
Jones v. InfoCure Corporation, et al.
filed in 2001
concerning a 1999 transaction. As part of the settlement, we
agreed to pay $3.25 million to the Plaintiffs. We recorded
a $2.75 million charge related to the settlement of this
litigation in 2005.



30





Table of Contents






The $2.75 million charge was net of the reimbursement
received of $325,000 from the co-defendants, who were two former
executive officers of the Company, and $0.5 million for
previously accrued amounts.


 




This excerpt taken from the AMCS 10-K filed Mar 16, 2007.
Overview
 
AMICAS, Inc. (“we,” “us,” “our,” “AMICAS” or the “Company”) is a leader in radiology and medical image and information management solutions. The AMICAS Vision SeriesTM products provide a complete, end-to-end solution for imaging centers, ambulatory care facilities, radiology practices and billing services. Solutions include automation support for workflow, imaging, billing and document management. Hospital customers are provided a fully-integrated, hospital information system (“HIS”)/radiology information system (“RIS”) — independent image management or picture archiving communication system (“PACS”), featuring advanced enterprise workflow support and scalable design. Complementing the Vision Series product family is AMICAS Insight SolutionsTM, a set of client-centered professional and consulting services that assist the Company’s customers with a well-planned transition to a digital enterprise. In addition, the Company provides its customers with ongoing software and hardware support, implementation, training, and electronic data interchange (“EDI”) services for patient billing and claims processing.
 
Software license fees and system revenues are derived from the sale of software product licenses and computer hardware. Maintenance and services revenues come from providing ongoing product support, implementation, training and transaction processing services. Approximately 59%, 53% and 56% of our total revenues were of a recurring nature, such as support and transaction processing services, in 2006, 2005 and 2004, respectively.
 
AMICAS began as “AMICAS PACS” a developer of Web-based diagnostic image management software solutions and was acquired by VitalWorks in November 2003. In January 2005, we completed the sale of our medical division and renamed the company AMICAS, Inc. We have continued to develop our products and focus on innovation and a high level of quality. Our current financial position is a result of several significant transactions:
 
  •  In January 2005, we completed the sale of our medical division to Cerner Corporation. As consideration for the sale, we received $100 million in cash, subject to a post-closing purchase price reduction of $1.6 million. In 2005, we recorded a net gain on the sale of $46.3 million, net of income taxes of $33.9 million.
 
  •  In January 2005, we repaid the entire outstanding balance under our credit facility with Wells Fargo Foothill, Inc. of approximately $23.2 million and we terminated the credit facility.
 
  •  On November 25, 2003, we acquired 100% of the outstanding capital stock of Amicas PACS, Corp., formerly known as Amicas, Inc. (“Amicas PACS”), a developer of Web-based diagnostic image management software solutions., for $31 million in cash, including direct transaction costs of which $15 million was financed through the use of our credit line. The merger agreement provided for an additional purchase payment of up to $25 million based on attainment of specified earnings targets through 2004. In December

28


Table of Contents

  2004, the merger agreement was amended. The amendment terminated the earn-out consideration obligations set forth in the merger agreement and provided that we pay former Amicas PACS stockholders $10.0 million which was recorded as additional goodwill and certain Amicas PACS employees $4.5 million related to the satisfaction of certain obligations. All amounts were paid as of December 31, 2005.
 
In addition, in October 2005, we announced that David and Susan Jones (“Plaintiffs”) and InfoCure Corporation (now known as AMICAS, Inc.), Richard Perlman and James Price agreed to settle and to resolve and terminate, fully and finally, the issues between them in the lawsuit styled David and Susan Jones v. InfoCure Corporation, et al. filed in 2001 concerning a 1999 transaction (see Note G to our Consolidated Financial Statements). As part of the settlement, we agreed to pay $3.25 million to the Plaintiffs. We recorded a $2.75 million charge related to the settlement of this litigation in 2005. The $2.75 million charge is net of the reimbursement received of $325,000 from the co-defendants, who are two former executive officers of the Company, and $0.5 million for previously accrued amounts.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki