UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2008
HMS Holdings Corp.
(Exact Name of Registrant as Specified in Charter)
| New York | 0-50194 | 11-3656261 |
| (State or Other Juris- | (Commission | (IRS Employer |
| diction of Incorporation | File Number) | Identification No.) |
401 Park Avenue South, New York, New York 10016
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (212) 725-7965
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
TABLE OF CONTENTS
Item 2.02. Result of Operations and Financial Condition
Item 7.01 Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
Exhibit 99.1 Press Release dated February 28, 2008
Exhibit 99.2 Transcript of February 29, 2008 earnings conference call
Exhibit 99.3 Slide presentation from February 29, 2008 earnings conference call
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
As previously reported, on February 28, 2008, HMS Holdings Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year 2007. A copy of the press release is furnished as Exhibit 99.1. As announced in the press release, on February 29, 2008, the Company held its fourth quarter and full year 2007 earnings conference call. A transcript and slide presentation of which are furnished as Exhibit 99.2 and Exhibit 99.3 respectively hereto. These exhibits are incorporated herein by reference.
The unaudited Consolidated Statements of Cash Flows for the Years ended December 31, 2007 and 2006 included in the Press Release dated February 28, 2008 have been adjusted as follows:
| (in thousands) | |||||
| Prior | Adjusted | ||||
| For the year ended December 31, 2007: | |||||
| Operating activities: | |||||
| Increase in accounts payable, accrued expenses | |||||
| and other liabilities | 6,284 | 4,649 | |||
| Net cash provided by operating activities | 28,233 | 26,598 | |||
| Investing activities: | |||||
| Purchases of property and equipment | (10,229 | ) | (8,594 | ) | |
| Net cash used in investment activities | (26,462 | ) | (24,827 | ) | |
The adjustments above were related primarily to the recording of a tenant improvement allowance for the Irving, TX facility which was first occupied by the company in November 2007. The adjustments do not affect the net increase in cash and cash equivalents of $8,748 for the year ended December 31, 2007.
The information (including Exhibits 99.1, 99.2 and 99.3 furnished herewith) in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
The press release referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.1. A transcript of the conference call referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.2 hereto. The slide presentation referenced in Item 2.02 is furnished pursuant to Item 7.01 as Exhibit 99.3 hereto.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
This exhibit is furnished pursuant to Items 2.02 and 7.01 hereof and should not be deemed to be “filed” under the Exchange Act.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release dated February 28, 2008 | |
| 99.2 | Transcript of February 29, 2008 earnings conference call | |
| 99.3 | Slide presentation from February 29, 2008 earnings conference call |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 29, 2008
| HMS HOLDINGS CORP. | |||
| By: | /s/ Walter D. Hosp | ||
| Walter D. Hosp | |||
| Chief Financial Officer | |||
| (Principal Financial Officer | |||
| and Accounting Officer) | |||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 28, 2008 | |
| 99.2 | Transcript of February 29, 2008 earnings conference call | |
| 99.3 | Slide presentation from February 29, 2008 earnings conference call |