Quality Systems, Inc. : Files Preliminary Proxy Materials
06/26/2012| 07:05am US/Eastern

Recommend:
Sends Open Letter To All Shareholders Regarding Depth and Strength of
QSI's Highly Qualified Director Nominees
Quality Systems, Inc. (NASDAQ:QSII) announced today that it filed
preliminary proxy materials on June 25, 2012 for its upcoming 2012
Annual Shareholders' Meeting that will be held on August 16, 2012. The
majority of the company's Directors recommend the reelection of the
following nominees to the Board of Directors: Sheldon Razin, Steven
Plochocki, Craig Barbarosh, George Bristol, Russell Pflueger, Lance
Rosenzweig and Maureen Spivack. The letter also recommends the election
of Mark Davis as a new director. Mr. Davis has more than 20 years'
experience advising and financing technology companies, including
software, cloud infrastructure and information technology firms, as well
as experience as a certified public accountant. These nominees are
dedicated to continuing their commitment to enhancing shareholder value
and upholding the highest standards of corporate governance.
The company also announced that it issued today an open letter to all
shareholders in advance of the annual meeting. The letter discusses the
company's five-year compound growth in revenue and earnings per share of
23% and 18%, respectively, and strong record of cash flow generation,
allowing reinvestment in the growth of the business and returning
capital to shareholders through cash dividends. The letter outlines
management's key priorities and strategy to accomplish each, which
include:
-
Maximizing value for all shareholders through prudent growth;
-
Strengthening product and service offerings to capitalize on current
and future opportunities while capturing additional market share; and
-
Continuing to return capital to our shareholders through dividends.
A copy of the letter follows:
Open Letter to Quality Systems, Inc. Shareholders
Dear Fellow Shareholder:
We are writing to update you on some recent news at Quality Systems,
Inc. On June 25, 2012, we filed our preliminary proxy materials for our
upcoming 2012 annual meeting of shareholders, which is scheduled to be
held on August 16, 2012. This is a very important meeting, for reasons
we explain below. We encourage you to read the company's final proxy
materials carefully once they are sent to you in the next few weeks. We
believe the outcome of this election will affect the value of your
investment and the future of our company.
In our preliminary proxy, we recommend the election of eight directors
to our Board of Directors. Seven of our nominees - Sheldon Razin, Steven
Plochocki, Craig Barbarosh, George Bristol, Russell Pflueger, Lance
Rosenzweig and Maureen Spivack - are current directors who have been
nominated for reelection. In addition, we have nominated Mark Davis, who
has more than 20 years of experience advising and financing technology
companies, including software, cloud infrastructure and information
technology firms, as well as experience as a certified public
accountant. All of our nominees are dedicated to continuing our
commitment to enhancing shareholder value and upholding the highest
standards of corporate governance, and we are asking for your support in
electing them.
We also want to let you know that a dissident member of the Quality
Systems Board and a shareholder in the company, Ahmed Hussein, is once
again planning to wage a costly proxy contest in an attempt to seize
control of our Board. This is his fourth attempt since 2004 to nominate
candidates to the Board. All of Mr. Hussein's prior attempts have
failed. You may also be receiving proxy materials from Mr. Hussein,
which will include his hand-picked slate of seven director nominees. We
encourage you to consider all previous actions by Mr. Hussein and
disregard any materials he may send you, as we believe our Board
nominees and management team have the right experience, the right
strategic plan and a strong track record of growth and profitability
that will best benefit all Quality Systems' shareholders moving forward.
As discussed with you in our previous communications, we continue to
successfully execute our strategic plan, which includes:
-
Maximizing value for all shareholders through prudent growth;
-
Strengthening our product and service offerings to capitalize on
current and future opportunities while capturing additional market
share; and,
-
Continuing to return capital to our shareholders through dividends.
Our Board nominees believe that this plan, under their guidance and
executed by our experienced management team, is the best way to maximize
your investment in Quality Systems.
QSI - A Track Record of Delivering Superior Performance and
Generating Returns for Shareholders
The following table highlights the company's growth over the past
several years.
|
Fiscal year ended March 31,
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
$ 429,835
|
|
|
|
$ 353,363
|
|
|
|
$ 291,811
|
|
|
|
$ 245,515
|
|
|
|
$ 186,500
|
|
Net income
|
|
|
|
$ 75,657
|
|
|
|
$ 61,606
|
|
|
|
$ 48,379
|
|
|
|
$ 46,119
|
|
|
|
$ 40,078
|
|
Diluted earnings per share
|
|
|
|
$ 1.28
|
|
|
|
$ 1.06
|
|
|
|
$ 0.84
|
|
|
|
$ 0.81
|
|
|
|
$ 0.72
|
|
Cash dividends declared per share
|
|
|
|
$ 0.70
|
|
|
|
$ 0.63
|
|
|
|
$ 0.60
|
|
|
|
$ 0.58
|
|
|
|
$ 0.50
|
|
Total shareholders' equity
|
|
|
|
$ 295,177
|
|
|
|
$ 224,670
|
|
|
|
$ 188,289
|
|
|
|
$ 155,567
|
|
|
|
$ 113,705
|
|
Cash flow from operations
|
|
|
|
$ 76,786
|
|
|
|
$ 70,064
|
|
|
|
$ 55,220
|
|
|
|
$ 48,712
|
|
|
|
$ 43,599
|
(in thousands, except per share amounts)
All per share amounts have been restated for the periods presented to
reflect the two-for-one split of our common stock effective October 27,
2011.
Quality Systems has a track record of delivering growth and
profitability and a proven vision for continuing on this path. Here are
some of the highlights of our financial performance and operational
milestones of late:
-
We have a strong record of growth and profitability. For the fiscal
year ended March 31, 2012, revenue increased by 22% and fully-diluted
earnings per share increased by 21%. Over the past five fiscal years,
revenue and earnings per share have grown at a compound annual growth
rate of 23% and 18%, respectively;
-
We have a solid record of cash flow generation, allowing us to invest
in growing our business and paying dividends to our shareholders. We
generated $77 million in cash flows from operations in fiscal 2012,
placing us in a stronger cash position than ever, and have increased
cash dividends to shareholders in each of the last five years;
-
We have broadened our product and service offerings through the
strategic development of distinct business units (NextGen Hospital
Solutions, NextGen RCM Services and QSIDental) to complement our
NextGen Healthcare business and have expanded the depth and breadth of
our management team by adding highly qualified leaders and other top
talent to manage these business units;
-
We now serve 80,000 physicians and dentists, which span 4,000 group
practices and more than 250 hospitals;
-
We have continued to grow our business both organically and through
strategic acquisitions, including five acquisitions completed since
the end of fiscal 2011, and have further expanded our new technology
innovation center in Bangalore, India; and,
-
We have achieved all this while maintaining prudent expense discipline
in executing our growth plan, remaining focused on growth
opportunities using a combination of cash from operations and stock as
funding sources.
QSI - The Right Strategy to Capitalize on Opportunities and Maximize
Value
We are proud of our strong record of delivering earnings growth and
generating superior returns for our shareholders. We are also confident
about our growth prospects. For fiscal 2013, we expect that revenues
will increase in the 20-24% range and we expect earnings per share to
grow by 20-25%.
Led by our Board nominees and management team, we have a robust strategy
in place to enhance our position as a leader in the healthcare
information technology (HCIT) sector and capture growth potential
arising out of demographic, industry and regulatory developments. Here
are some of the key elements of our strategy:
-
Continue to develop and enhance our software solutions to remain at
the forefront of industry changes that are driven by healthcare
reform, stimulus incentives and the transition from fee for service to
pay for performance/quality initiatives such as those promoted by
accountable care organizations.
-
Position our company to take advantage of the significant opportunity
created by the large unaddressed market and stimulus incentives in our
sector. Only about 50% of healthcare practices today have adopted an
electronic health record (EHR) platform. This whitespace, coupled with
the $30 billion in federal stimulus incentives allocated to healthcare
practices for transition to an electronic platform, creates a unique
opportunity for us to continue to capitalize on the evolving
healthcare landscape.
-
Promote cross-selling opportunities among our business units and
existing customer groups while selling complementary suites of
products and services from multiple business divisions to new
customers.
-
Expand our Revenue Cycle Management capabilities to the dental and
hospital markets.
-
Further invest in our infrastructure, including product development,
sales, marketing, implementation and support, while maintaining
reasonable expense discipline, in order to add new clients and enhance
support for existing clients.
-
Continue to focus on growing the company through a combination of
organic growth and expansion through strategic acquisitions of
complementary businesses and technologies.
-
Continue to expand our offshore capabilities for software development
and other back office functions. Our growing technology innovation
center in Bangalore, India currently has over 150 technologists and
engineers, significantly increasing the breadth and efficiency of our
product development and implementation expertise.
-
Extend our international distribution channels, as exemplified by our
first international distribution partnership agreement with Dell and
Puerto Rico Hospital.
We believe that this strategy will enable us to retain and expand
relationships with our existing clients as well as to successfully
compete and win in the 50% of the market that has yet to adopt an EHR
platform. Underlying this strategy is a firm commitment by our Board
nominees and management team to enhance shareholder value by continuing
to manage QSI in a disciplined manner.
But Don't Just Take Our Word for It
Our track record of strategic growth, profitability and innovation in
the industry has been well documented:
-
In May 2012, Forbes ranked QSI as one of the 25 Fastest Growing
Technology Companies for the fourth consecutive year;
-
In November 2011, Forbes ranked QSI as one of the 100 Best
Small Companies for the eleventh consecutive year - #14 in 2011; and,
-
In October 2011, we received the International Business Award for
Company of the Year in the field of Computer Services.
"When I'm looking for growth, I screen for companies with historical
track records of earnings growth of 15% to 20% or better... companies
capable of generating that kind of growth are very rare. Moreover, to
find one with an attractive and growing dividend yield is rarer still.
Yet, there is one company that meets all the qualities I've discussed
thus far... Quality Systems Inc." (Chuck Carnevale, Motley Fool,
June 6, 2012)
Several times in the past, Mr. Hussein has attempted to gain control of
Quality Systems' Board of Directors through long and wasteful proxy
contests. He has consistently failed in these attempts, and has a long
history of disruptive behavior in the boardroom. We believe Mr.
Hussein's latest announcement is just more of the same - a needless
distraction and attempt to derail what we believe is the right strategic
plan to continue delivering exceptional value to shareholders. Again, we
encourage you to discard any materials you receive from Mr. Hussein.
Thank you for your continued support. We look forward to communicating
with you again in the near future.
Sincerely,
Sheldon Razin
Steven T. Plochocki
Craig A. Barbarosh
George H. Bristol
D. Russell Pflueger
Lance E. Rosenzweig
Maureen A. Spivack
Quality Systems, Inc.
Irvine, Calif.-based Quality Systems, Inc. and its NextGen Healthcare
subsidiary develop and market computer-based practice management,
electronic health records and revenue cycle management applications as
well as connectivity products and services for medical and dental group
practices and small hospitals. Visit www.qsii.com
and www.nextgen.com
for additional information.
INFORMATION REGARDING PARTICIPANTS
Information concerning the company and our directors, director nominees,
and certain executives who are or may be participants in the
solicitation of proxies in connection with the company's upcoming 2012
annual meeting of shareholders is available in the preliminary proxy
statement filed by the company with the SEC on June 25, 2012.
ADDITIONAL INFORMATION
On June 25, 2012, the company filed a preliminary proxy statement in
connection with its 2012 annual meeting of shareholders. Prior to the
annual meeting, the company will furnish a definitive proxy statement to
its shareholders, together with a proxy card. Company shareholders are
strongly advised to read the definitive proxy statement and the
accompanying proxy card when they become available, as they will contain
important information. Shareholders will be able to obtain the
definitive proxy statement, any amendments or supplements to such proxy
statement, and other documents filed by the company with the Securities
and Exchange Commission for free at the Internet website maintained by
the Securities and Exchange Commission at www.sec.gov.
Copies of the definitive proxy statement and any amendments and
supplements to such proxy statement may be requested by contacting our
proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 toll-free or
by email at proxy@mackenziepartners.com.
SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS
Statements made in this document, the proxy statements to be filed with
the Securities and Exchange Commission, communications to shareholders,
press releases and oral statements made by our representatives that are
not historical in nature, or that state our or management's intentions,
hopes, beliefs, expectations or predictions of the future, may
constitute "forward-looking statements" within the meaning of Section
21E of the Securities and Exchange Act of 1934, as amended.
Forward-looking statements can often be identified by the use of
forward-looking, such as "could," "should," "will," "will be," "will
lead," "will assist," "intended," "continue," "believe," "may,"
"expect," "hope," "anticipate," "goal," "forecast," "plan," or
"estimate" or variations thereof or similar expressions. Forward-looking
statements are not guarantees of future performance.
Forward-looking statements involve risks, uncertainties and assumptions.
It is important to note that any such performance and actual results,
financial condition or business, could differ materially from those
expressed in such forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, the
risk factors discussed under "Risk Factors" in our Annual Report on Form
10-K for fiscal year ended March 31, 2012, as well as factors discussed
elsewhere in this and other reports and documents we file with the
Securities and Exchange Commission. Other unforeseen factors not
identified herein could also have such an effect. We undertake no
obligation to update or revise forward-looking statements to reflect
changed assumptions, the occurrence of unanticipated events or changes
in future operating results, financial condition or business over time
unless required by law. Interested persons are urged to review the risks
described under "Risk Factors" and in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for fiscal year ended March 31, 2012, as well as in
our other public disclosures and filings with the Securities and
Exchange Commission.

Quality Systems, Inc.
Investor Contacts:
Steven
Plochocki, CEO
949-255-2600
splochocki@qsii.com
or
Larry
Dennedy
MacKenzie Partners
212-929-5500
or
Media
Contacts:
Susan J. Lewis
303-804-0494
slewis@qsii.com
or
Tom
Johnson or Mike Pascale
Abernathy MacGregor
212-371-5999
© Business Wire 2012
Recommend :