POWERING THE NEXT WAVE OF HEALTHCARE

Transcription

1 POWERING THE NEXT WAVE OF HEALTHCARE 2014 ANNUAL REPORT

2 COMPANY PROFILE Quality Systems, Inc. (NASDAQ:QSII) and its NextGen Healthcare subsidiary (QSI/NextGen) develop and market a wide range of cuttingedge healthcare information technology software and services, including practice management solutions, electronic health records, revenue cycle management services and patient engagement tools along with connectivity and interoperability applications. The Company serves medical and dental group practices as well as rural and community hospitals. The QSI/NextGen suite of products is designed to address the changing healthcare landscape and evolving models. Fiscal Year 2014 Revenue: $444.7 million Diluted EPS: $0.26 Revenue: $341.1 million (77% of Total) Revenue: $19.8 million (4% of Total) Revenue: $68.1 million (15% of Total) Revenue: $15.6 million (4% of Total) 80,000+ Physicians 10,000+ Dentists 6,500+ Physicians 300+ Hospitals Market Served: Physicians Market Served: Dentists Market Served: Physicians Market Served: Small Hospitals Practice Management Electronic Health Records EDI Practice Management Electronic Health Records EDI Revenue Cycle Management Other Services Financials Clinical Surgery Scheduling

3 LETTER TO SHAREHOLDERS SEA CHANGE best describes the significant transformation the healthcare information technology (HCIT) industry has been undergoing, particularly over the past five years. Healthcare reform initiatives, such as Obamacare, are driving much Steven T. Plochocki President and Chief Executive Officer Sheldon Razin Chairman of the Board and Founder of this transformation. As a result, one-fifth of the economy healthcare is shifting from paper to automation as emerging payment models and innovative technologies become the catalyst for propelling the healthcare industry into a new era. Quality Systems, Inc. (QSI) is helping its clients navigate the reform and a new regulatory environment, all of which are shaping the future of our nation s healthcare delivery system. Since the enactment of the Health Information Technology for Economic and Clinical Health Act (HITECH Act), part of the 2009 American Recovery and Reinvestment Act (ARRA), stimulus incentives have been offered to physicians and medical groups as they transition to an electronic platform, thereby driving the shift toward a new healthcare system. The HITECH Act not only promotes the adoption and use of the Electronic Health Record (EHR) but also supports the electronic exchange of health information for every individual in the U.S. The new levels of HCIT functionality will allow systems to interoperate with one another, which will be required for healthcare reform to succeed. With the advent of the EHR come many rules and requirements. Whether it s various stages of Meaningful Use (MU) or the transition to the International Classification of Disease 10th revision (ICD-10), there are many elements to operating successfully amid today s rapidly Quality Systems, Inc. 1

4 QSI: Navigating 40 years of Healthcare IT 1973 Dental Market Entry 2008 RMC Market Entry Recent Additions QSIDental Formed 1973 Micromed Acquired 1997 HSI Acquired 2008 NextDDS Launched 2009 Opus Healthcare Solutions Acquired 2010 Intranexus Acquired 2011 ViaTrack Acquired 2011 Poseidon Acquired 2012 Clinitec Acquired 1996 NextGen Healthcare Formed 2001 PMP Acquired 2008 ARRA Enacted 2009 Sphere Healthcare Acquired 2009 Meaningful Use Established 2010 CQI Acquired 2011 Matrix Acquired 2012 Mirth Acquired 2013 Ambulatory Market Entry 1996 Inpatient Solutions Market Entry 2009 A willingness to reinvest and reinvent to better compete changing healthcare environment. MU refers to the standards defined by the Centers for Medicare and Medicaid Services (CMS) EHR Incentive Programs for the use of EHR, allowing eligible providers and hospitals to earn incentive payments by meeting specific criteria. ICD-10 requires specific codes be used when identifying medical diagnoses for proper reimbursement. This is where QSI and its NextGen Healthcare subsidiary (QSI/NextGen) come in. Since 1974, we have been automating medical practices, constantly enhancing our offering and strengthening our leadership position, making it easy for providers to succeed as constant change prevails. What started 40 years ago with our vision to automate healthcare has morphed into something bigger than anyone could have imagined then or now. Currently, more than 4,400 medical and dental practices spanning 90,000+ providers and 300+ hospitals are using our portfolio of solutions, which represents one of the largest installed bases in the HCIT industry. Today, we are at the forefront of ambulatory care technology solutions, having spent more than 20 years devoted to this area of healthcare. Our NextGen Ambulatory EHR lies at the core of our integrated ambulatory solution suite and offers customized EHR capabilities across 26 different medical specialties. By bringing our clients and the industry the best tools for participating in the changing healthcare and regulatory environment, we are preparing them for the future. NextGen Ambulatory EHR 5.8 is an ONC Certified HIT 2014 Edition Complete EHR. NextGen Healthcare was among the first three vendors to receive this certification as a Complete EHR. And, NextGen Inpatient Clinicals version 2.6 is an ONC Certified HIT 2014 Edition Complete EHR. Through several wholly owned subsidiaries, QSI spans four distinct business units, including: NextGen Healthcare (Ambulatory), a leading provider of EHR, population health, financial and Health Information Exchange (HIE) solutions for health systems, physician practices, Annual Report

5 While Iasis uses a suite of NextGen solutions and services, it s the NextGen EHR that s at the core of our delivery system. Since implementation four years ago, NextGen has helped us continue to be a leader in the delivery of exceptional care. Additionally, NextGen s measurement tools and capabilities are superior in that they enable us to demonstrate firsthand our patient care successes and share this data with government payers, which is critical to participation in the continually evolving healthcare industry. Jay Simmons, MBA, BS, NCP-EHR, EPM, ICS Assistant Vice President, Physician Information Systems, Iasis Healthcare Iasis Healthcare is a Nashville, Tennessee-based integrated full-service healthcare delivery network with specialty and primary care providers throughout seven states. hospitals and other healthcare organizations. Within the umbrella of the ambulatory unit lies Mirth, a company QSI purchased during fiscal 2014 that is leading the way in healthcare connectivity and interoperability. NextGen Hospital Solutions offers electronic solutions to rural, community and specialty hospitals. QSIDental is a pioneer in automated dental solutions and was the foundation of the business when QSI was founded. NextGen RCM (Revenue Cycle Management) Services delivers technology-driven, revenue improvement services that create efficient and effective business operations by enabling timely and accurate reimbursement. Across the board, we have the solutions providers need as healthcare reform, new valuebased delivery models and regulatory changes influence this new, modern era of healthcare. Quality Systems, Inc. 3

6 Scott D. Hayworth, MD, FACOG President and Chief Executive Officer, Mount Kisco Medical Group PC Mount Kisco Medical Group (MKMG) is a leading physician-owned multi-specialty group with 300 physicians serving New York s Hudson Valley. MKMG is clinically affiliated with Boston-based Massachusetts General Hospital. The use of an EHR has revolutionized healthcare in America from both quality and safety perspectives. As an early adopter of EHR 15 years ago, I ve come to realize that once a physician has used an EHR, there is no going back. The instantaneous access to data makes practicing medicine seamless while improving care and collaboration. In the past several years, since working with NextGen, we have become among the first healthcare systems nationwide to achieve Level 3 Patient Centered Medical Home designation and have already met all our current Meaningful Use parameters. DRIVING HEALTHCARE TRANSFORMATION While healthcare is changing at an exponential pace, it s our job first and foremost to ensure our clients are able to adapt to the many requirements that have recently arisen. QSI/NextGen continually works fast and furiously to properly equip our clients so they may thrive in this dynamic environment that consists of new reimbursement models, more patient-centric care and different regulatory mandates. QSI/NextGen clients are leading the healthcare transformation charge by using our solutions to help set performance benchmarks that others seek to mirror. Patients are more involved in their care and providers must integrate this involvement into the delivery systems of tomorrow. With the emergence of value-based reimbursement, providers are now Annual Report

7 paid based on patient outcomes, the value and quality of the care they deliver and the overall health of the populations they serve. The Accountable Care Organization (ACO) is a new core care delivery model that plays a fundamental role in healthcare today. ACOs are comprised of a set of healthcare providers including primary care physicians, specialists and hospitals that work together collaboratively and accept collective accountability for the cost and quality of care delivered to a population of patients. More than 200 NextGen Healthcare clients participate in ACOs, representing 34 percent of the growing ACO marketplace. Our population health product directly addresses this model and will become a leading component of the NextGen Healthcare suite of products going forward. The Patient Centered Medical Home (PCMH) is an innovative program for improving primary care. In a set of standards that describe clear and specific criteria, the program gives practices information about organizing care around patients, working in teams and coordinating and tracking care over time. PCMHs can result in higher quality of care and lower costs as well as improve the overall patient experience. More than 2,300 providers using NextGen solutions are recognized PCMHs. As the HITECH Act took effect, software became the key instrument to operating in the new healthcare environment. As a leader in healthcare software development, the QSI/NextGen suite of solutions offers relief to providers from the now ever-increasing burdens associated with running the business of healthcare. An increasing number of QSI/NextGen clients have successfully secured MU EHR attestations, a process by which MU is successfully demonstrated through fulfillment of the requirements for EHRs. NextGen Healthcare falls in the top five or better for all major medical specialties; ranks fourth in Primary Care specialties, third in Cardiology and first in Ophthalmology (all rankings according to CMS) for helping its clients achieve MU status. By achieving MU certification, our clients are entitled to a range of benefits such as incentives, enhanced safety, lower healthcare costs and improved overall population health. We have already enabled our clients to secure more than $650 million in MU incentive revenue. Another milestone scheduled to take place within healthcare next year (which has already been delayed by the U.S. Government several times), is the transition to ICD-10. ICD-10 is a coding system of clinical classifications created by the World Health Organization used to denote various diseases, symptoms, abnormal findings and external causes of injury in medical records. ICD-10 will move from 13,000 to 68,000 codes when implemented, which is currently slated to occur in Our solutions are already ICD-10 compliant, positioning our clients for continued success. One example is the development of our ICD-9/ICD-10 Comparison Utility tool, an educational and testing solution aimed at helping providers familiarize themselves with the mapping of ICD-10 codes to the ICD-9 codes most commonly used on a day-to-day basis. NextGen Healthcare solutions are integrated, revolutionary and built to manage change, which keeps practices a step ahead of regulatory changes and prepared for value-based reimbursement models, coordinated care and population health management. NextGen Healthcare is always ahead of regulatory changes, and was one of the first vendors to become 2014 ONC HIT certified for MU 2 as well as ICD-10 ready. Through our large installed user base, we have proven time and again that we are the right partner bringing the right people and the right experience together to meet our clients needs. Quality Systems, Inc. 5

8 Accountable Care Organization Information Sharing/ Interoperability Data Collection and Integration Clinical, Financial & Operational Care Coordination Cohort and Knowledge Management (manage gaps in care) Functional Pillars of an Accountable Care Organization Patient & Provider Relationship Management Analytics and Outcomes Reporting Clinical, Financial & Operational Meaningful Use Stages NextGen Ambulatory EHR NextGen Practice Management NextGen Patient Portal NextGen Population Health NextGen Dashboard NextGen Health Quality Measures (HQM) NextGen Health Information Exchange Mirth Solutions NextGen Healthcare Foundation Accountable Care Organizations (ACOs) are comprised of a set of healthcare providers including primary care physicians, specialists and hospitals that work together collaboratively and accept collective accountability for the cost and quality of care delivered to a population of patients. More than 200 NextGen Healthcare clients participate in ACOs, representing 34 percent of the growing ACO marketplace. THE WAVE OF THE FUTURE: CONNECTIVITY AND INTEROPERABILITY Connectivity and interoperability are essential to keeping healthcare practices viable, sustainable, successful and profitable in the new landscape. In fact, MU Stage 2 is reliant upon connectivity and interoperability. Connectivity and interoperability require the enablement of systems and organizations to work together as providers, payers and healthcare vendors share and exchange data by connecting systems and records. To further our capabilities in this area, we acquired Mirth during fiscal Mirth, a global leader in vendor-agnostic health information technology solutions that help achieve interoperability, enhances current QSI enterprise interoperability initiatives and broadens our accountable and collaborative care, population health, disease management and clinical data exchange offerings. With Mirth solutions, clients can accurately integrate real-time, longitudinal health information from a wide variety of EHR systems at different hospitals, physicians and ancillary care providers and efficiently drive actionable workflows, standards-based data exchange and analytics. The expected result is a better level of care quality for patients by placing valuable data in the hands of hospitals, physicians, laboratories, pharmaceutical, radiology and other clinical staff to power safer, more efficient and the delivery of more proactive patient-centric care. Using pioneering Mirth technology, we have developed a new interoperability platform, NextGen Share, to enable the safe, secure, accurate and quick exchange of clinical data and the sending of referrals without leaving the EHR system. NextGen Share, the first joint solution of our legacy technology products and Mirth s solutions, will be released in the summer of It offers providers a critical tool for delivering accountable, coordinated care, managing population health and making evidence-based clinical decisions all Annual Report

9 Laura Young Executive Director, Behavioral Health Information Network of Arizona Behavioral Health Information Network of Arizona (BHINAZ) is an HIE receiving sponsorship from large and experienced behavioral health agencies, allowing it to bring collective expertise to the first statewide behavioral health HIE in the nation. BHINAZ has the necessary tools to drive healthcare transformation, a large part of which is integrating behavioral health and physical health. Mirth brings its leading global healthcare information technology capabilities to our HIE. By leveraging Mirth s unparalleled connectivity platform, BHINAZ is changing the way providers share and use behavioral health information to enhance care through practice improvement. Robust consent management services are cornerstone to the success of our HIE and were developed in partnership with NextGen to ensure the protection of sensitive behavioral health data. important initiatives of healthcare reform. NextGen Share can connect its clients systems within one large network as well as organizations outside the NextGen Healthcare network, fostering the sharing of data and referrals easily and seamlessly. The Mirth HIE solution is a proven interoperability platform and is currently used in more than 10,000 settings worldwide. It shares data easily across all settings: hospital, ambulatory care, home health anytime, anywhere. Mirth provides a central database for all clinical and financial management while eliminating redundant data entry. Using Mirth solutions provides easy conversion from legacy systems and enables practices to meet the growing requirement for more data and analysis. As a leading one-stop connectivity solution, Mirth is a central data source with proven, cross-platform interoperability capable of connecting with any hospital or practice system.. Quality Systems, Inc. 7

10 Eric C. Warner, PT, MS Chief Executive Officer, Accelerated Physical Therapy Accelerated Physical Therapy provides physical and occupational therapy services, including sports medicine and outpatient orthopedics, from 300+ locations in eight states, primarily throughout the Midwest. Partnering with NextGen has provided us with robust technology platforms for both EHR and RCM, allowing us to scale and expand. During the past two years, Accelerated has gained significant clinical efficiencies in day-to-day operations that have enhanced overall patient outcomes and contributed to growth organically as well as across denovo locations. NextGen continues to help us streamline and maximize opportunities as we acquire and integrate companies into our rapidly growing network. FLOWING REVENUE STREAMS THROUGH REVENUE CYCLE MANAGEMENT Rapid change in the midst of healthcare reform, coding requirements and regulatory demands are adding to the financial complexity of managing a medical practice. Sharing information to leverage patient care can reap tremendous benefits, from both a quality of care and quantitative financial perspective. Providers find it extremely difficult to manage reimbursement in this medical maze. They also find it challenging to identify appropriate solutions along with the right kind of people to assist in the process. NextGen RCM Services has been growing significantly during the past several years, based on the many catalysts stemming from healthcare Annual Report

11 Revenue Cycle Management (RCM) is currently a $50 billion market in the U.S. 7.5 Times Larger than the EHR Market Source: Frost & Sullivan 2013 reform. New RCM paradigms can prove overwhelming for providers and accelerates their need to outsource this expertise. As a non core competency for practices, the outsourcing of RCM is on the rise and helping to fuel our growth. Over the past decade, total operating costs for practices have risen dramatically. Additionally, improper billing has compounded the loss of medical practice income. More time is spent on running the business of any given practice today than on delivering quality patient care. An increasing number of physicians indicate that declining reimbursements are impacting their practice s profits while costs continue to escalate. According to industry statistics from The Medical Group Management Association (MGMA), more than percent of lost medical practice income is due to improper billing, which includes incorrect coding, under-pricing, missed or never submitted charges and nonexistent or improper follow-up. Using outsourced services reduces staffing costs while improving cash flow through better billing practices. All these dynamics have paved the way for NextGen RCM Services to provide these muchneeded revenue-enhancing services. With nearly 1,000 experts in billing, collections and claims on staff to help clients manage risk, our RCM team is always working to make sure every dollar on the table is captured and outcomes are the best that they can possibly be. By leveraging NextGen RCM Services, our clients are taking advantage of all the tools NextGen Healthcare has to offer and implementing them in a best practice methodology. Currently, more than 6,500 physicians are using NextGen RCM Services. For the fiscal 2014 year, 15 percent of QSI s total revenue was derived from our NextGen RCM Services business, demonstrating the increased demand. This growth was achieved, in part, through cross-selling, whereby our sales experts nationwide leverage our RCM capabilities across the marketplace. NextGen RCM Services ensures practices have the right data, benchmarks and analytics to demonstrate success in both quality and outcomes as well as the opportunity to claim every reimbursement dollar. Quality Systems, Inc. 9

12 QSI s management team celebrates the Company s 40th business anniversary by ringing the NASDAQ Stock Market Closing Bell at the NASDAQ MarketSite in New York City. THE YEAR S FINANCIAL RESULTS ENCAPSULATED We spent the fiscal 2014 year laying the necessary groundwork in preparation for this continually evolving healthcare landscape in which we operate. To this end, we invested heavily in research and development to support new products and services. In fact, our total investment in research and development, including capitalized software, grew to $62.3 million during fiscal 2014 versus $60.4 million in fiscal We believe this investment will prove beneficial to our clients and shareholders over the long term. For the fiscal 2014 year ended March 31, 2014, revenue reached $444.7 million versus $460.2 million reported in the 2013 fiscal year. Net income for fiscal 2014 was $15.7 million, compared with $42.7 million for fiscal On a GAAP basis, fully diluted earnings per share for the 2014 fiscal year was $0.26, versus $0.72 reported in the 2013 fiscal year. On a non-gaap basis, fully diluted earnings per share for the fiscal 2014 year was $0.70, compared with $1.14 for the same period a year ago. Cash flows from operations grew to $104.1 million in fiscal 2014 versus $68 million in fiscal Our strong operating cash flow position allowed us to invest $35 million of cash into the purchase of Mirth, which was a key strategic acquisition for the Company. We returned $42.5 million to Annual Report

13 Our partnership with NextGen over the past 10 years has supported Centegra s rapid growth from 25 to 172 providers. Our mission is to provide quality, collaborative care - from pediatrics to geriatrics - through urgent care centers, primary care as well as specialty providers, fitness facilities and nutritional counseling. This is sustained with the use of NextGen s Ambulatory EHR. Based on our long-standing relationship with NextGen, we are able to leverage the benefits of their many technology solutions, allowing us to deliver exceptional healthcare to our community and continue to keep patients well-informed and healthy. AnnaMarie Gepperth, MHA Director, Ambulatory Information Technology, Centegra Health System Centegra Physician Care is a multi-specialty medical group owned by Centegra Health System, and offers integrated healthcare throughout McHenry County, Illinois. shareholders in the form of dividends with only a slight decline in our cash position. The Company ended the 2014 fiscal year debt-free, with $113.8 million in cash and marketable securities, compared with $118.0 million at the end of the 2013 fiscal year. consolidated revenue, bookings and the pipeline. This improvement was partially fueled by the new Mirth product line along with growth in our RCM business. Both of these areas are expected to be strong growth drivers for the Company in fi scal In the fourth quarter of fi scal 2014, QSI reported sequential growth in systems sales, Quality Systems, Inc. 11

14 Gary P. Voydanoff, Executive Vice President of Sales and Marketing; Jonathan P. Isaacs, Senior Vice President, Division Manager, Hospital Solutions; Sarah T. Corley, MD, Chief Medical Officer; Donn E. Neufeld, Executive Vice President, EDI and Dental; Monte L. Sandler, Executive Vice President, NextGen RCM Services; Daniel J. Morefield, Executive Vice President, Chief Operating Officer; Steven T. Plochocki, President and Chief Executive Officer; Sheldon Razin, Chairman of the Board and Founder; Mark H. Davis, Executive Vice President, Corporate Development and Strategy; Paul A. Holt, Executive Vice President, Chief Financial Officer; Jocelyn A. Leavitt, Executive Vice President, General Counsel and Secretary; Kelli R. Castellano, Senior Vice President, Product Marketing and Communications; David R. Ott, Senior Vice President, Chief Information Officer; Stephen K. Puckett, Executive Vice President, Chief Technology Officer; and, Michael A. Lovett, Executive Vice President, Division Manager, Ambulatory. BUILT TO LAST As we continue to grow in the fragmented HCIT industry, we expect to see additional fallout of smaller EHR vendors. They lack the research and development infrastructure necessary to handle the certification and coding requirements mandated by the next generation of healthcare. This will create a healthy replacement market into which we intend to tap. By providing our clients with all the tools necessary to successfully chart their course through the current industry changes and beyond, we are playing a vital role in moving healthcare forward. We are setting industry performance measurement benchmarks that can positively impact the success of healthcare in the years ahead. In light of the paradigm shifts propelling healthcare especially throughout the past decade our team has expanded worldwide and is now 2,600 professionals strong. It is because of their tireless dedication every day that we are able to create solutions that prepare our clients for success. We thank all our employees for their commitment to developing novel HCIT solutions that are driving healthcare delivery and our clients for their loyalty. We also appreciate the support of our shareholders as they too participate in this sea of change. Looking ahead, we draw strength from our powerful portfolio and the benefits that our new interoperability capabilities bring. The sharing of data easily and seamlessly is crucial to the next stage of evolution within healthcare. Our integrated suite offers innovative solutions capable of addressing all the critical and substantial challenges that will emerge for many healthcare providers. QSI/NextGen solutions are built to manage change and adapt to the evolving landscape. This, coupled with our large installed base of clients, enables us to power the next wave of healthcare by helping our clients successfully and clearly navigate the ever-changing waters that lay ahead. Respectfully, Sheldon Razin Chairman of the Board and Founder Steven T. Plochocki President and Chief Executive Officer Annual Report

15 T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes T No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI- TIES EXCHANGE ACT OF 1934 Commission file number: QUALITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Von Karman Avenue, Suite 700, Irvine, California (Address of principal executive offices) (Zip Code) Title of each class Common Stock, $0.01 Par Value (949) (Registrant s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered NASDAQ Global Select Market Yes No T Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( of this chapter) is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. T Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer T Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No T The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2013: $1,083,038,000 (based on the closing sales price of the Registrant s common stock as reported on the NASDAQ Global Select Market on that date of $21.73 per share).* The Registrant has no non-voting common equity. The number of outstanding shares of the Registrant s common stock as of May 27, 2014 was 60,224,601 shares. * For purposes of this Annual Report on Form 10-K, in addition to those shareholders which fall within the definition of affiliates under Rule 405 of the Securities Act of 1933, as amended, holders of ten percent or more of the Registrant s common stock are deemed to be affiliates for purposes of this Report. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2014 annual meeting of shareholders are incorporated by reference into Part III.

16 QUALITY SYSTEMS, INC. TABLE OF CONTENTS 2014 ANNUAL REPORT ON FORM 10-K Item PART I Page Item 1. Business 3 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 25 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine and Safety Disclosures 25 PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Selected Financial Data 28 Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures about Market Risks 52 Item 8. Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52 Item 9A. Controls and Procedures 52 Item 9B. Other Information 53 PART III Item 10. Directors, Executive Officers and Corporate Governance 53 Item 11. Executive Compensation 53 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 53 Item 13. Certain Relationships and Related Transactions, and Director Independence 53 Item 14. Principal Accountant Fees and Services 53 PART IV Item 15. Exhibits and Financial Statement Schedules 54 Signatures 57 2

17 CAUTIONARY STATEMENT This Annual Report on Form 10-K (this "Report") and certain information incorporated herein by reference contain forwardlooking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of All statements included or incorporated by reference in this Report, other than statements that are purely historical, are forward-looking statements. Words such as anticipate, expect, intend, plan, believe, seek, estimate, will, should, would, could, may, and similar expressions also identify forward-looking statements. These forward-looking statements include, without limitation, discussions of our product development plans, business strategies, future operations, financial condition and prospects, developments in and the impacts of government regulation and legislation and market factors influencing our results. Our expectations, beliefs, objectives, intentions and strategies regarding our future results are not guarantees of future performance and are subject to risks and uncertainties, both foreseen and unforeseen, that could cause actual results to differ materially from results contemplated in our forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to continue to develop new products and increase systems sales in markets characterized by rapid technological evolution, consolidation, and competition from larger, better-capitalized competitors. Many other economic, competitive, governmental and technological factors could affect our ability to achieve our goals, and interested persons are urged to review the risks factors discussed in Item 1A. Risk Factors of this Report, as well as in our other public disclosures and filings with the Securities and Exchange Commission ( SEC ). Because of these risk factors, as well as other variables affecting our financial condition and results of operations, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. We assume no obligation to update any forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Report. ITEM 1. BUSINESS Company Overview PART I Quality Systems, Inc. and its wholly-owned subsidiaries operate as four business divisions (each, a "Division") which are comprised of: (i) the QSI Dental Division, (ii) the NextGen Division, (iii) the Hospital Solutions Division (formerly Inpatient Solutions) and (iv) the RCM Services Division (formerly Practice Solutions). In fiscal year 2011, we opened a captive entity in India called Quality Systems India Healthcare Private Limited ( QSIH ). We primarily derive revenue by developing and marketing healthcare information systems that automate certain aspects of medical and dental practices, networks of practices such as physician hospital organizations ( PHOs ) and management service organizations ( MSOs ), ambulatory care centers, community health centers and medical and dental schools along with comprehensive systems implementation, maintenance and support and add on complementary services such as revenue cycle management ( RCM ) and electronic data interchange ( EDI ). Our systems and services provide our clients with the ability to redesign patient care and other workflow processes while improving productivity through the facilitation of managed access to patient information. Utilizing our proprietary software in combination with third-party hardware and software solutions, our products enable the integration of a variety of administrative and clinical information operations and allow healthcare provider organizations the ability to manage patient populations across various care settings. Our scalable interoperability and population health offerings help to improve care collaboration, quality and safety. Enabled by our interoperability solutions, data-driven patient population healthcare management decisions assist in creating more desirable operation, clinical, and financial outcomes that substantiate the value of patient-centered and accountable care models. Quality Systems, Inc. was incorporated in California in Our principal offices are located at Von Karman Ave., Suite 700, Irvine, California, We operate on a fiscal year ending on March 31. Our Company was founded with an early focus on providing information systems to dental group practices. This focus area would later become the QSI Dental Division. In the mid-1980s, we capitalized on the increasing focus on medical cost containment and further expanded our information processing systems to serve the ambulatory market. In the mid-1990s, we made two acquisitions that accelerated our penetration of the ambulatory market and formed the basis for the NextGen Division. In the last few years, we acquired several companies as part of our strategy to enhance our EDI and RCM services capabilities as well as expand into the small and specialty hospital market. More recently, we acquired Mirth Corporation ("Mirth"), which operates under the NextGen Division, and is expected to enhance our current enterprise interoperability initiatives and broaden our accountable and collaborative care, population health, disease management and clinical data exchange offerings. Today, we serve the dental, ambulatory, hospital and RCM services markets through our QSI Dental Division, NextGen Division, Hospital Solutions Division and RCM Services Division. The Divisions have historically operated as stand-alone operations, with each Division maintaining its own distinct product lines, product platforms, development, implementation and support teams and branding. However, there are a growing number of customers who are simultaneously utilizing software or services from more than one of our Divisions. In an effort to encourage this cross selling of our products and services between Divisions, we are in the process of further integrating our ambulatory and hospital products to provide a more robust and comprehensive platform to offer our customers. The Divisions also share the resources of our corporate office, which includes a variety of accounting and other administrative functions. 3

18 In September 2012, we announced certain organizational changes to achieve greater efficiency and integration in our operations as well as to enhance our ability to cross sell products and services to our customers. The changes consolidated Sales, Marketing, Information Technology, and Software Development responsibilities into separate Company-wide roles. We also announced the hiring of a Chief Operating Officer, reporting directly to the Chief Executive Officer responsible for the operations of the Company across all Divisions. We are continuing to evaluate the organizational structure of the Company with the objective to achieve greater synergies and further integration of our products and services, including software implementation and customer support functions. The QSI Dental Division, NextGen Division and Hospital Solutions Division develop and market software that is designed to automate and streamline a number of the administrative functions required for operating a medical, dental, or hospital practice, such as patient scheduling and billing. It is important to note that since in both the medical and dental environments, practice management software systems have already been implemented by the vast majority of practices, we actively compete in a replacement market by leveraging the benefits of our fully integrated electronic health records software. With the addition of Mirth, our combined solutions enrich the already strong collaborative, connected care support and set the stage for data synchronization, interoperability growth, and expansion of our current accountable and collaborative care, population health, disease management and clinical data exchange offering. These Divisions also develop and market software that automates patient records in physician practices, community health centers and hospital settings. In this patient records area of our business, we are typically competing to replace paper-based patient record alternatives as opposed to replacing previously purchased systems. The Hospital Solutions Division develops and markets financial management and billing software products, which perform administrative functions required for operating small and specialty hospitals as well as clinical offerings such as multi-disciplinary clinical documentation and computerized physician order entry. The RCM Services Division provides technology solutions and outsourcing services to cover the full spectrum of healthcare providers' RCM needs, with a primary focus on outsourced billing and collection services. In January 2011, QSIH was formed in Bangalore, India to function as our India-based captive to offshore technology application development and business processing services. Our employee base in Bangalore has since grown to over 250 employees with a primary focus on software development activities. We continue to pursue product and service enhancement initiatives within each of our Divisions. The majority of such expenditures are currently targeted to the product lines and client base of the NextGen Division. The following table breaks down our reported segment revenue and segment revenue growth by Division for the fiscal years ended March 31, 2014, 2013 and 2012: Segment Revenue Breakdown Fiscal Year Ended March 31, Segment Revenue Growth (Decline) Fiscal Year Ended March 31, QSI Dental Division 4.5 % 4.3 % 4.6 % (0.8 )% 2.0 % (1.9 )% NextGen Division 76.7 % 74.9 % 75.7 % (0.9 )% 5.8 % 22.1 % Hospital Solutions Division 3.5 % 6.8 % 8.0 % (50.3 )% (8.9 )% 92.6 % RCM Services Division 15.3 % 14.0 % 11.7 % 5.6 % 28.2 % 2.8 % Consolidated % % % (3.4 )% 7.1 % 21.6 % QSI Dental Division. The QSI Dental Division, co-located with our corporate headquarters in Irvine, California, focuses on developing, marketing and supporting software suites sold to dental group organizations located throughout the United States. The QSI Dental Division sells additional licenses to its legacy products as existing clients expand their operations, and sells its cloud-based Software as a Service ("SaaS") model practice management and clinical software solutions to new and existing customers. This software solution, QSIDental Web ("QDW"), is marketed primarily to multi-location dental group practices in which the QSI Dental Division has historically been a dominant player. QDW offers a lower cost of ownership as it is a cloudbased solution that requires a customer to have Internet access to run the application. Further, QSI Dental sells its Electronic Dental Chart in conjunction with NextGen PM ("Practice Management") and EHR ("Electronic Health Record") and is marketed as NextGen EDR ( Electronic Dental Record ) to Federally Qualified Health Centers ( FQHC ) and other safety net entities further defined below. The QSI Dental Division participates jointly with the NextGen Division in providing software and services to safety-net clinics like FQHCs and other safety net health centers, including Public Health Centers, Community Health Centers, Free Clinics, as well as Rural and Tribal Health Centers. FQHCs are community-based organizations and are funded by the federal government, which provide medical and dental services to underprivileged and underserved communities. The Patient Protection and Affordable Care Act, which was signed into law in March 2010, reserved $11 billion over a multi-year period for FQHCs, creating unprecedented opportunities for FQHCs growth and the formation of new FQHCs. When combined and used in tandem, NextGen EHR, NextGen EDR and NextGen PM provide a unique product in this marketplace an integrated patient record accessible by both physicians and dentists. On May 3, 2013, NextGen EDR version 4.3 was ONC-ATCB certified by the Certification Commission for Health Information ("CCHIT ") as a complete EHR and complies with all clinical quality measures for Eligible Providers. The additional software NextGen EDR version 4.3 relied on to demonstrate compliance was NextGen EHR version

19 The QSI Dental Division's legacy practice management software suite uses a UNIX operating system. It's Clinical Product Suite ( CPS ) can be fully integrated with the client server-based practice management software offered from each of our Divisions. When integrated and delivered with the NextGen PM solution, CPS is re-branded as NextGen EDR. CPS/EDR incorporates a wide range of clinical tools including, but not limited to, periodontal charting and digital imaging of X-ray and interoral camera images as part of the electronic patient record. The QSI Dental Division also develops, markets, and provides EDI services to dental practices, including electronic submission of claims to insurance providers as well as automated patient statements. On November 14, 2011, we acquired ViaTrack, a developer and provider of information technologies that enhance EDI offerings. This acquisition provides a platform to pursue significant opportunities that exist to leverage ViaTrack's technologies to reduce costs and enhance our EDI offerings to all divisions. NextGen Division. The NextGen Division, with headquarters in Horsham, Pennsylvania and a significant location in Atlanta, Georgia, provides integrated clinical, financial and connectivity solutions for ambulatory and dental provider organizations. The NextGen Division's major product categories include the NextGen Ambulatory product suite and NextGen Community Connectivity. The NextGen Ambulatory product suite streamlines patient care with standardized, real-time clinical and administrative workflows within a physician s practice, and major product categories include NextGen EHR, NextGen PM, NextGen Dashboard, NextGen Mobile, and NextGen NextPen. NextGen Community Connectivity consists of NextGen Health Information Exchange ( NextGen HIE, formerly Community Health Solution), NextGen Patient Portal ( NextMD.com ), and NextGen Health Quality Measures ( NextGen HQM ). The NextGen Division also offers hosting services, NextGuard Data Protection services, and consulting services, such as strategic governance models and operational transformation, technical consulting such as data conversions or interface development. The NextGen Division products utilize Microsoft Windows technology and can operate in a client-server environment as well as via private intranet, the Internet, or in an ASP environment. The NextGen Division also provides EDI services, which include electronic submission of claims to insurance providers as well as automated patient statements. On September 9, 2013, we acquired Mirth, a global leader in health information technology that helps clients achieve interoperability. Operating results associated with Mirth products and services are included in the NextGen Division. The acquisition of Mirth will enhance our current enterprise interoperability initiatives and broaden our accountable and collaborative care, population health, disease management and clinical data exchange offerings. Mirth offers a wide variety of products and services utilized by both users of Mirth open code technology as well as a large base of domestic and international paying customers. Product offerings available from Mirth include Mirth Connect, Mirth Results, Mirth Match, Mirth Mail, Mirth Appliance, Mirth Care, and Mirth Gateway. As a direct result of the Mirth acquisition, we introduced NextGen Share to our customer base in November As our first offering that integrates technologies from both NextGen Healthcare and Mirth, NextGen Share provides the ability to securely and easily share patient charts and other data with other practices using NextGen Internet based software. Hospital Solutions Division. The Hospital Solutions Division, with its primary location in Austin, Texas, provides integrated clinical, financial and connectivity solutions for rural, community and specialty hospitals. This Hospital Solutions Division also develops and markets an equivalent revenue cycle management and clinical information systems software products for the small and specialty hospital market, which perform the administrative functions required for operating hospitals. In the last few years, we acquired companies that were established developers of software and services for the hospital market to operate under the Hospital Solutions Division. On May 1, 2012, we acquired The Poseidon Group ("Poseidon"), a provider of emergency department software. On July 26, 2011, we acquired CQI Solutions, Inc. ("CQI"), a provider of hospital systems for surgery management. On April 29, 2011, we acquired IntraNexus, Inc. ("IntraNexus"), a provider of Web-based integrated clinical and hospital information systems. On February 10, 2010, we acquired Opus Healthcare Solutions, LLC ("Opus"), a provider of Web-based clinical solutions to hospital systems and integrated health networks nationwide and on August 12, 2009 we acquired Sphere Health Systems, Inc. ("Sphere"), a provider of financial information systems to the small hospital inpatient market. These acquisitions are part of our long term strategy to continue to expand in the small and specialty hospital market and to add new clients by taking advantage of cross selling opportunities between the ambulatory and hospital markets. RCM Services Division. The RCM Services Division, with locations in St. Louis, Missouri, North Canton, Ohio, South Jordan, Utah and Hunt Valley, Maryland, provides technology solutions and consulting services to cover the full spectrum of healthcare providers' RCM needs, from patient access through claims denials, with a primary focus on billing and collection services. The RCM Services Division combines a Web-delivered SaaS model and the NextGen PM software platform to execute its service offerings. Execution of the plan to transition our client base onto the NextGen platform is being implemented. On April 15, 2012, we acquired Matrix Management Solutions, LLC ( Matrix ). Since 1998, North Canton, Ohio-based Matrix, a value-added reseller for NextGen Healthcare, has provided RCM services, healthcare information technology solutions and training, implementation and support centered on NextGen technology, to its clients nationwide. The acquisition has enabled our RCM Services Division to expand its footprint among private and hospital-based physicians and groups by leveraging Matrix's RCM expertise. 5

20 Industry Background The turbulence in the worldwide economy has impacted almost all industries. While healthcare is not immune to economic cycles, we believe it is more heavily influenced by US-based regulatory and national health projects than by the cycles of our economy. The impact of the current economic conditions on our existing and prospective clients has been mixed. While we continue to see organizations that are doing fairly well operationally, some organizations, especially those with a large dependency on Medicaid populations, have been impacted by the challenging financial conditions faced by many state governments. Various factors have had, and are anticipated to continue to have, a meaningful impact on the U.S. healthcare industry, including the Obama Administration's broad healthcare reform efforts (particularly the HITECH portion of the American Recovery and Reinvestment Act ("ARRA") and the Patient Protection and Affordable Care Act), the mandate requiring individuals to obtain insurance, the individual state responses to the government-requested Medicaid expansion, the creation and operation of insurance exchanges, and the increasing focus of private businesses on moving their employee health benefit offerings to a more wellness-based health platform. Moreover, to compete in the continually changing healthcare environment, providers are increasingly using technology to help maximize the efficiency of their business practices, to assist in enhancing patient care, and to maintain the privacy of patient information. As the reimbursement environment continues to evolve, more healthcare providers enter into contracts, often with multiple entities, which define the terms under which care is administered and paid. The diversity of payer organizations, as well as additional government regulation and changes in reimbursement models, have greatly increased the complexity of pricing, billing, reimbursement and records management for medical and dental practices. To operate effectively, healthcare provider organizations must efficiently manage patient care and other information and workflow processes, which increasingly extend across multiple locations, disparate systems, and business entities. In response, healthcare provider organizations have placed increasing demands on their information systems. The initial healthcare information systems were designed for limited administrative tasks such as billing and scheduling and could neither accommodate multiple computing environments nor operate effectively across multiple locations and entities. As it became necessary to manage patient flow processes, the need arose to integrate back-office data with such clinical information as patient test results and office visits. We believe information systems must facilitate management of patient information incorporating administrative, financial and clinical information from multiple entities, and that the practices that are able to leverage technology to more efficiently handle such data will be best able to enhance patient flow, pursue cost efficiencies and improve quality of care. As healthcare organizations transition to new computer platforms and newer technologies, we believe such organizations will be migrating toward the implementation of enterprise-wide, patient-centric computing systems embedded with automated clinical patient records. Our Strategy While we expect to benefit from the increasing demands for greater efficiency as well as government support for increased adoption of electronic health records, the market for physician based electronic health records software is becoming increasingly saturated while physician group practices are rapidly being consolidated by hospital, insurance payers and other entities. Hospital software providers are leveraging their position with their hospital customers to gain market share with hospital owned physician practices. Insurance providers and large physician groups are also consolidating physician offices creating additional opportunity for ambulatory software providers such as NextGen. Our strategy is to focus addressing upcoming needs of accountable care organizations around interoperability, patient engagements, population health, and data analytics. In September 2013, we acquired Mirth, an industry leader within the health information exchange ( HIE") market with technologies and services delivering vendor agnostic interoperability capability to the healthcare community. This acquisition also provides expanded capabilities around population health management and data analytics, which we believe will be pivotal in our continual enhancement of our existing products as well as the development of new product and service offerings for accountable care organizations. We believe that our core strength lies in the central role our software products and services play in the delivery of healthcare by the primary physician in an ambulatory setting. We intend to remain at the forefront of upcoming new regulatory requirements including ICD-10 and meaningful use requirements for stimulus payments. We believe that the expanded requirements for continued eligibility for incentive payments under meaningful use rules will result in an expanded replacement market for electronic health records software. We intend to continue the development and enhancement of our software solutions to support healthcare reform and the transition from fee for service to pay for performance/quality initiatives such as accountable care organizations. Key elements of our future software development will be to expand our interoperability capabilities enhancing the competitiveness of our software offerings, continue to integrate our ambulatory and hospital products, make our products more intuitive and easy to use, and to enhance our ability to deliver our software over the cloud with the latest technology. We also want to continue investments in our infrastructure, including but not limited to adding new clients through maintaining and expanding sales, marketing and product development activities and expanding our relationship with existing clients through delivery of add-on and complementary products and services while continuing our gold-standard commitment of service in support of our client satisfaction programs. These investments in our infrastructure will continue while maintaining reasonable expense discipline. We believe that our growing customer base that is using our software on a daily basis is a strategic asset, and we intend to leverage this strategic asset by expanding our product and service offerings towards this customer base. 6