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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

COMMISSION FILE NUMBER: 000-24539



ECLIPSYS CORPORATION
(Exact name of registrant as specified in its charter)

|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|DELAWARE
(State of Incorporation) |  | 65-0632092
(IRS Employer Identification Number)

777 East Atlantic Avenue
Suite 200
Delray Beach, Florida
33483
(Address of principal executive offices)

(561)-243-1440
(Telephone number of registrant)



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 for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuers classes
of common stock as of the latest practicable date.

|                             |  |                                     
|---------------------------- |  | ------------------------------------
|Class                        |  | Shares outstanding as of Aug 6, 2001
|                             |  |                                     
|Common Stock, $.01 par value |  | 43,926,819                          



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ECLIPSYS CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2001

INDEX

|        |  |                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|PART I  |  | Financial Information                                                                                                  
|       
|       
|       
|       
|Item 1. |  | Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2001 and December 31, 2000                           
|       
|       
|       
|       
|        |  | Condensed Consolidated Statements of Operations (unaudited)  For the Three and Six Months ended
June 30, 2001 and 2000
|       
|       
|       
|       
|        |  | Condensed Consolidated Statements of Cash Flows (unaudited)  For the Six Months ended
June 30, 2001 and 2000          
|       
|       
|       
|       
|        |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                       
|       
|       
|       
|       
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  
|       
|       
|       
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                             
|       
|       
|       
|       
|PART II |  | Other Information                                                                                                      
|       
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                       

2



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PART I.

ITEM 1.

ECLIPSYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
(IN THOUSANDS)

|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|------------------------------------------- | ------------------------------------ | ------------------------------------ | ------- | -------- | - | ------------- | ------- | ----------------- | - |  |  | 
|                                            |                                      |                                      |         |          |   | JUNE 30, 2001 |         | DECEMBER 31, 2000
|                                            |                                      |                                      |         |          |   |               |         |                  
|                                            |                                      |                                      | ASSETS 
|                                           
|                                           
|                                           
|                                           
|Current assets:                            
|                                           
|                                           
|                                           
|                                           
|                                            | Cash and cash equivalents            |                                      | $       | 99,356   |   |               | $       | 20,799            |  
|                                           
|                                           
|                                           
|                                           
|                                            | Marketable securities                |                                      |         | 50,036   |   |               |         |                  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Accounts receivable, net             |                                      |         | 64,905   |   |               |         | 63,912            |  
|                                           
|                                           
|                                           
|                                           
|                                            | Inventory                            |                                      |         | 720      |   |               |         | 1,065             |  
|                                           
|                                           
|                                           
|                                           
|                                            | Other current assets                 |                                      |         | 8,243    |   |               |         | 6,854             |  
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|Total current assets                        |                                      |                                      | 223,260 |          |   |               | 92,630  |                  
|                                           
|Property and equipment, net                 |                                      |                                      | 21,590  |          |   |               | 16,801  |                  
|                                           
|                                           
|                                           
|                                           
|Capitalized software development costs, net |                                      |                                      | 12,591  |          |   |               | 11,469  |                  
|                                           
|                                           
|                                           
|                                           
|Acquired technology, net                    |                                      |                                      | 11,154  |          |   |               | 19,714  |                  
|                                           
|                                           
|                                           
|                                           
|Intangible assets, net                      |                                      |                                      | 3,820   |          |   |               | 7,831   |                  
|                                           
|                                           
|                                           
|                                           
|Other assets                                |                                      |                                      | 8,992   |          |   |               | 7,667   |                  
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|TOTAL ASSETS                                |                                      | $                                    | 281,407 |          |   | $             | 156,112 |                  
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|                                            |                                      | LIABILITIES AND STOCKHOLDERS EQUITY
|Current liabilities:                       
|                                           
|                                           
|                                           
|                                           
|                                            | Deferred revenue                     |                                      | $       | 52,661   |   |               | $       | 45,970            |  
|                                           
|                                           
|                                           
|                                           
|                                            | Current portion of long-term debt    |                                      |         |         |   |               |         | 314               |  
|                                           
|                                           
|                                           
|                                           
|                                            | Other current liabilities            |                                      |         | 23,100   |   |               |         | 28,361            |  
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|Total current liabilities                   |                                      |                                      | 75,761  |          |   |               | 74,645  |                  
|                                           
|Deferred revenue                            |                                      |                                      | 3,109   |          |   |               | 5,258   |                  
|                                           
|                                           
|                                           
|                                           
|Long-term debt                              |                                      |                                      |        |          |   |               | 1,177   |                  
|                                           
|                                           
|                                           
|                                           
|Other long-term liabilities                 |                                      |                                      | 1,356   |          |   |               | 1,628   |                  
|                                           
|Stockholders equity:                      
|                                           
|                                           
|                                           
|                                           
|                                            | Common stock                         |                                      |         | 434      |   |               |         | 371               |  
|                                           
|                                           
|                                           
|                                           
|                                            | Unearned stock compensation          |                                      |         | (104     | ) |               |         | (176              | )
|                                           
|                                           
|                                           
|                                           
|                                            | Additional paid-in capital           |                                      |         | 389,407  |   |               |         | 259,903           |  
|                                           
|                                           
|                                           
|                                           
|                                            | Accumulated deficit                  |                                      |         | (188,144 | ) |               |         | (186,459          | )
|                                           
|                                           
|                                           
|                                           
|                                            | Accumulated other comprehensive loss |                                      |         | (412     | ) |               |         | (235              | )
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|Total stockholders equity                  |                                      |                                      | 201,181 |          |   |               | 73,404  |                  
|                                           
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  |                                      | $                                    | 281,407 |          |   | $             | 156,112 |                  
|                                            |                                      |                                      |         |          |   |               |         |                   |   |  |  | 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3



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ECLIPSYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |         | 
|------------------------------------------ | ------------------------------------- | - | --------------------------- | ------ | ------------------------- | - | ------- | ------ | ---- | - | ------- | ------- | - | - | ------- | ------- | 
|                                           |                                       |   | THREE MONTHS ENDED JUNE 30, |        | SIX MONTHS ENDED JUNE 30,
|                                           |                                       |   |                             |        |                          
|                                           |                                       |   | 2001                        |        | 2000                      |   | 2001    |        | 2000
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |        
|REVENUES                                  
|                                          
|                                          
|                                          
|                                          
|                                           | Systems and services                  |   | $                           | 55,226 |                           |   | $       | 45,174 |      |   | $       | 106,986 |   |   | $       | 105,814 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Hardware                              |   |                             | 3,974  |                           |   |         | 1,955  |      |   |         | 6,885   |   |   |         | 6,005   | 
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|TOTAL REVENUES                             |                                       |   | 59,200                      |        |                           |   | 47,129  |        |      |   | 113,871 |         |   |   | 111,819 |        
|                                          
|COSTS AND EXPENSES                        
|                                          
|                                          
|                                          
|                                          
|                                           | Cost of systems and services revenues |   |                             | 29,989 |                           |   |         | 35,818 |      |   |         | 60,802  |   |   |         | 68,095  | 
|                                          
|                                          
|                                          
|                                          
|                                           | Cost of hardware revenues             |   |                             | 3,310  |                           |   |         | 1,525  |      |   |         | 5,594   |   |   |         | 4,801   | 
|                                          
|                                          
|                                          
|                                          
|                                           | Sales and marketing                   |   |                             | 10,501 |                           |   |         | 9,920  |      |   |         | 21,144  |   |   |         | 19,195  | 
|                                          
|                                          
|                                          
|                                          
|                                           | Research and development              |   |                             | 9,212  |                           |   |         | 9,119  |      |   |         | 18,575  |   |   |         | 18,893  | 
|                                          
|                                          
|                                          
|                                          
|                                           | General and administrative            |   |                             | 3,049  |                           |   |         | 2,593  |      |   |         | 5,396   |   |   |         | 4,919   | 
|                                          
|                                          
|                                          
|                                          
|                                           | Depreciation and amortization         |   |                             | 3,791  |                           |   |         | 3,668  |      |   |         | 7,593   |   |   |         | 7,322   | 
|                                          
|                                          
|                                          
|                                          
|                                           | Transaction costs                     |   |                             | (472   | )                         |   |         |       |      |   |         | (472    | ) |   |         | 3,100   | 
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|TOTAL COSTS AND EXPENSES                   |                                       |   | 59,380                      |        |                           |   | 62,643  |        |      |   | 118,632 |         |   |   | 126,325 |        
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|LOSS FROM OPERATIONS                       |                                       |   | (180                        | )      |                           |   | (15,514 | )      |      |   | (4,761  | )       |   |   | (14,506 | )      
|                                          
|Interest income, net                       |                                       |   | 1,671                       |        |                           |   | 283     |        |      |   | 3,076   |         |   |   | 668     |        
|                                          
|                                          
|                                          
|                                          
|Other income, net                          |                                       |   |                            |        |                           |   |        |        |      |   |        |         |   |   | 3,596   |        
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|NET INCOME (LOSS)                          |                                       | $ | 1,491                       |        |                           | $ | (15,231 | )      |      | $ | (1,685  | )       |   | $ | (10,242 | )      
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|BASIC NET INCOME (LOSS) PER COMMON SHARE   |                                       | $ | 0.03                        |        |                           | $ | (0.42   | )      |      | $ | (0.04   | )       |   | $ | (0.28   | )      
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|DILUTED NET INCOME (LOSS) PER COMMON SHARE |                                       | $ | 0.03                        |        |                           | $ | (0.42   | )      |      | $ | (0.04   | )       |   | $ | (0.28   | )      
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|BASIC WEIGHTED AVERAGE COMMON SHARES      
|                                          
|                                          
|                                          
|                                          
|OUTSTANDING                                |                                       |   | 43,339                      |        |                           |   | 36,715  |        |      |   | 42,322  |         |   |   | 36,608  |        
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        
|DILUTED WEIGHTED AVERAGE COMMON SHARES    
|                                          
|                                          
|                                          
|                                          
|OUTSTANDING                                |                                       |   | 47,381                      |        |                           |   | 36,715  |        |      |   | 42,322  |         |   |   | 36,608  |        
|                                           |                                       |   |                             |        |                           |   |         |        |      |   |         |         |   |   |         |        

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4



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ECLIPSYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(IN THOUSANDS)

|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |        |         |        |         |  
|-------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------- | -------------------------------------------- | ------------------------------------------------------------------- | ------ | ---------------- | ------- | ------ | ------- | ------ | ------- | -
|                                                                                                   |                                             |                  |                                              |                                                                     |        | SIX MONTHS ENDED
|                                                                                                   |                                             |                  |                                              |                                                                     |        | JUNE 30,        
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                 
|                                                                                                   |                                             |                  |                                              |                                                                     |        | 2001             |         | 2000  
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|OPERATING ACTIVITIES                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Net loss                                                                                           |                                             | $                | (1,685                                       | )                                                                   |        | $                | (10,242 | )     
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Depreciation and amortization                |                                                                     |        | 18,892           |         |        |         | 17,772 |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Provision for bad debts                      |                                                                     |        | 1,835            |         |        |         | 1,720  |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Gain on sale of investment                   |                                                                     |        |                 |         |        |         | (4,462 | )      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Write down of investments                    |                                                                     |        |                 |         |        |         | 836    |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Stock compensation expense                   |                                                                     |        | 72               |         |        |         | 72     |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  | Changes in operating assets and liabilities:
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Accounts receivable                                                 |        |                  | (2,828  | )      |         |        | (2,555  | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Inventory                                                           |        |                  | 149     |        |         |        | (16     | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Other current assets                                                |        |                  | (1,389  | )      |         |        | 1,414   |  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Other assets                                                        |        |                  | (1,963  | )      |         |        | 350     |  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Deferred revenue                                                    |        |                  | 4,542   |        |         |        | (9,115  | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Other current liabilities                                           |        |                  | (5,261  | )      |         |        | (8,465  | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             |                  |                                              | Other liabilities                                                   |        |                  | (272    | )      |         |        |        |  
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|                                                                                                   |                                             |                  |                                              | Total adjustments to reconcile net income (loss)
to                 |        |                  |         |        |         |        |         |  
|                                                                                                   |                                             |                  |                                              | net cash provided by (used in) operating activities                 |        |                  | 13,777  |        |         |        | (2,449  | )
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|                                                                                                   |                                             |                  |                                              | NET CASH PROVIDED BY (USED IN)
                OPERATING ACTIVITIES |        |                  | 12,092  |        |         |        | (12,691 | )
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|INVESTING ACTIVITIES                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Purchase of property and equipment          |                  |                                              | (8,016                                                              | )      |                  |         | (3,935 | )      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Purchase of marketable securities           |                  |                                              | (50,135                                                             | )      |                  |         |       |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Purchase of investments                     |                  |                                              |                                                                    |        |                  |         | (7,905 | )      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Sale of investments                         |                  |                                              |                                                                    |        |                  |         | 12,432 |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Capitalized software development costs      |                  |                                              | (3,381                                                              | )      |                  |         | (3,402 | )      
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|                                                                                                   |                                             |                  |                                              | NET CASH USED IN INVESTING                                          |        |                  |         |        |         |        |         |  
|                                                                                                   |                                             |                  |                                              | ACTIVITIES                                                          |        |                  | (61,532 | )      |         |        | (2,810  | )
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|FINANCING ACTIVITIES                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Issuance of common stock in public offering |                  |                                              | 123,231                                                             |        |                  |         |       |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Borrowings                                  |                  |                                              |                                                                    |        |                  |         | 2,012  |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Payments on borrowings                      |                  |                                              | (1,491                                                              | )      |                  |         | (132   | )      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Exercise of stock options                   |                  |                                              | 5,097                                                               |        |                  |         | 1,132  |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Employee stock purchase plan                |                  |                                              | 1,239                                                               |        |                  |         | 1,492  |        
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Exercise of warrants                        |                  |                                              |                                                                    |        |                  |         | 4      |        
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|                                                                                                   |                                             |                  |                                              | NET CASH PROVIDED BY FINANCING                                      |        |                  |         |        |         |        |         |  
|                                                                                                   |                                             |                  |                                              | ACTIVITIES                                                          |        |                  | 128,076 |        |         |        | 4,508   |  
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|EFFECT OF EXCHANGE RATES ON CASH AND                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                             | CASH EQUIVALENTS |                                              |                                                                     | (79    | )                |         |        | 121     |       
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|NET INCREASE (DECREASE) IN CASH AND CASH                                                           |                                             |                  |                                              |                                                                     |        |                  |         |       
|                                                                                                   |                                             | EQUIVALENTS      |                                              |                                                                     | 78,557 |                  |         |        | (10,872 | )     
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                     |                                             |                  | 20,799                                       |                                                                     |        |                  | 33,956  |       
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                           |                                             | $                | 99,356                                       |                                                                     |        | $                | 23,084  |       
|                                                                                                   |                                             |                  |                                              |                                                                     |        |                  |         |       

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5



---



ECLIPSYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements include all adjustments
that, in the opinion of management, are necessary for a fair presentation of
the results for the periods presented. All such adjustments are considered of a
normal recurring nature. Quarterly results of operations are not necessarily
indicative of annual results.

Certain financial information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Companys Annual Report on Form 10-K filed March 15, 2001.

2. MARKETABLE SECURITIES

Marketable securities consist of funds that are highly liquid and are
classified as available-for-sale. Marketable securities are recorded at fair
value and unrealized gains and losses are recorded, as a component of other
comprehensive income.

3. ACCOUNTS RECEIVABLE

The current portion of unbilled accounts receivable was $12.3 million and
$12.5 million as of June 30, 2001 and December 31, 2000, respectively, and is
included in accounts receivable in the accompanying condensed consolidated
balance sheets. The non-current portion of unbilled accounts receivable was
$3.5 million and $3.3 million as of June 30, 2001 and December 31, 2000,
respectively, and is included in other assets in the accompanying condensed
consolidated balance sheets.

4. PUBLIC OFFERING

During the quarter ended March 31, 2001, the Company completed a follow-on
public offering for 5,750,000 shares of its common stock. Net proceeds from
the offering were approximately $123.2 million.

5. NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standard Board (FASB) issued
Statements of Financial Accounts Standards No. 141 Business Combinations and
No. 142 Goodwill and other Intangibles. Under these new standards the FASB
eliminated accounting for certain mergers and acquisitions as poolings of
interests, eliminated amortization of goodwill and indefinite life intangible
assets, and established new impairment measurement procedures for goodwill.
For calendar-year reporting companies, the standards become effective for all
acquisitions completed on or after June 30, 2001. Changes in financial
statement treatment for goodwill and intangible assets arising from mergers and
acquisitions completed prior to June 30, 2001 become effective January 1, 2002.
The Companys management is currently assessing the impact of implementing
these standards.

6



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PART I.

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This report contains forward-looking statements. Any statements contained
herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
believes, anticipates, plans, expects, intends, and similar
expressions are intended to identify forward-looking statements. All
forward-looking statements included in this document are based upon information
available to Eclipsys as of the date hereof and Eclipsys assumes no obligation
to update any such forward-looking statements. Because such statements involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These risks include
potential financial constraints and other factors faced by the healthcare
industry, changing customer requirements and other risks described in the
Companys Annual Report on Form 10-K for the year ended Dec. 31, 2000 filed
with the Securities and Exchange Commission on March 15, 2001.

OVERVIEW

We are a healthcare information technology company. Our solutions assist
healthcare organizations in achieving balanced outcomes through an appropriate
and sustainable combination of clinical quality, efficient use of resources and
patient satisfaction. We have designed our solutions to help our customers
deliver better healthcare through knowledge. Our solutions consist of a
comprehensive service offering and seven integrated software suites that we
market under the Sunrise brand name.

Our software applications consist of individual integrated product
components that can be implemented in any combination and integrated with our
customers existing information technology systems. We believe the open,
modular nature of our software architecture reduces the overall cost of
ownership and reduces the time to productive use because our solutions do not
require the initial investment and disruption associated with a complete
replacement of a customers existing legacy systems. To facilitate rapid
adoption by our customers, we have engineered our solutions to take advantage
of Web-based technologies. Our software applications are available to our
customers for implementation in-house or through our remote hosting service,
and are designed to work in a variety of healthcare settings.

In addition, we provide a range of services to our customers, including
implementation, integration, support, maintenance and training. We also provide
outsourcing, remote hosting, networking services and business solutions
consulting to assist customers in meeting their healthcare information
technology requirements. Through this comprehensive service offering and our
integrated software suites, we provide our customers with an end-to-end
solution for their clinical, financial and administrative information needs.

We market our solutions primarily to healthcare organizations,
particularly academic medical centers. We have one or more of our products
installed or being installed in over 1,450 facilities in the United States and
other countries. We maintain decentralized sales and customer support teams in
each of our five North American regions to provide direct sustained customer
contact.

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RESULTS OF OPERATIONS

Systems and services revenues increased $10.1 million, or 22.3%, to $55.2
million for the quarter ended June 30, 2001, compared with $45.2 million for
the second quarter of 2000. For the six months ended June 30, 2001, systems
and services revenues increased $1.2 million, or 1.1%, to $107.0 million,
compared to $105.8 million for the same period in 2000. The increase in
systems and services revenues for the quarter ended June 30, 2001 was primarily
attributable to revenues generated under the Companys comprehensive solutions
offerings which were entered into during the second quarter of 2000 and in
subsequent periods. These offerings bundle the software license fees
(including the right to future products within the suite sold), implementation,
maintenance, outsourcing, remote hosting, networking services and other related
services into comprehensive contracts that generally provide for monthly or
annual payments over the term of the contracts. Revenues under these
arrangements are recognized on a monthly basis over the term of the contract,
which typically ranges from seven to ten years. The increase in systems and
services revenues for the six months ended June 30, 2001 was primarily
attributable to revenues generated under the Companys comprehensive solutions
offerings which were entered into during the second quarter of 2000 and in
subsequent periods partially offset by a lower volume of revenue under
traditional licensing arrangements with some of our customers.

Hardware revenues for the quarter ended June 30, 2001 increased $2.0
million, or 103.3%, to $4.0 million for the quarter ended June 30, 2001,
compared with $2.0 million for the second quarter of 2000. For the six months
ended June 30, 2001, hardware revenues increased $0.9 million, or 14.7%, to
$6.9 million, compared to $6.0 million for the same period in 2000. The
increase in hardware revenues in the quarter and six months ended June 30, 2001
was primarily due to increased shipments under contracts entered into over the
last several quarters.

Cost of systems and services revenues decreased $5.8 million, or 16.3%, to
$30.0 million, or 54.3% of systems and services revenues, for the quarter ended
June 30, 2001, compared to $35.8 million, or 79.3% of systems and services
revenues, for the second quarter of 2000. For the six months ended June 30,
2001, cost of systems and services revenues decreased $7.3 million, or 10.7%,
to $60.8 million, or 56.8% of systems and services revenues, compared to $68.1
million, or 64.4% of systems and services revenues, for the same period in
2000. The decrease in cost of systems and services revenues for the quarter
and six months ended June 30, 2001 was due to several factors. The largest
factors were the realization of integration synergies and restructuring, which
resulted in lower salaries and payroll related expenses, including medical
insurance and travel. Additionally the Company reduced the usage of outside
consultants, relying more on internal resources. These cost savings were
partially offset by higher amortization of capitalized software development
costs.

Cost of hardware revenues increased $1.8 million, or 117.0%, to $3.3
million, or 83.3% of hardware revenues, for the quarter ended June 30, 2001,
compared to $1.5 million, or 78.0% of hardware revenues, for the second quarter
of 2000. For the six months ended June 30, 2001, cost of hardware revenues
increased $0.8 million, or 16.5%, to $5.6 million, or 81.2% of hardware
revenues, compared to $4.8 million, or 80.0% of hardware revenues, for the same
period in 2000. The increase in cost of hardware revenues for the quarter and
six months ended June 30, 2001 was directly attributable to higher hardware
revenues.

Sales and marketing expenses increased $0.6 million, or 5.9%, to $10.5
million, or 17.7% of total revenues, for the quarter ended June 30, 2001,
compared to $9.9 million, or 21.0% of total revenues, for the second quarter in
2000. For the six months ended June 30, 2001, sales and marketing expenses
increased $1.9 million, or 10.2%, to $21.1 million, or 18.6% of total revenues,
compared to $19.2 million, or 17.2% of total revenues, for the same period in
2000. The increase in sales and marketing expenses for the quarter and six
months ended June 30, 2001 was primarily due to an increase in commissions
resulting from an increase in new contracted business as well as costs
associated with newly implemented sales incentive programs.

Research and development expenses increased $0.1 million, or 1.0%, to $9.2
million, or 15.6% of total revenues, for the quarter ended June 30, 2001,
compared to $9.1 million, or 19.3% of total revenues, for the second quarter of
2000. For the six months ended June 30, 2001, research and development
expenses decreased $0.3 million, or 1.7%, to $18.6 million, or 16.3% of total
revenues, compared to $18.9 million, or 16.9% of total revenues, for the same
period in 2000. The decrease in research and development expenses for the six
months ended June 30, 2001, was due primarily to the realization of integration
synergies and restructuring. The percentage of research and development
expenditures capitalized of 15.4% for the six months ended June 30, 2001 was
relatively consistent with the 15.3% for the same period in 2000. As a result
of certain products being generally released, amortization of capitalized
software development costs, which is included in cost of systems and services
revenues, increased by $0.9 million to $2.3 million for the six months ended
June 30, 2001, compared to $1.3 million for the same period in 2000.

8



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General and administrative expenses increased $0.5 million, or 17.6%, to
$3.0 million, or 5.2% of total revenues, for the quarter ended June 30, 2001,
compared to $2.6 million, or 5.5% of total revenues, for the second quarter of
2000. For the six months ended June 30, 2001, general and administrative
expenses increased $0.5 million, or 9.7%, to $5.4 million, or 4.7% of total
revenues, compared to $4.9 million, or 4.4% of total revenues, for the same
period in 2000. The increase in general and administrative expenses for the
quarter and six months ended June 30, 2001 was primarily the result of a bad
debt provision recorded in the second quarter of 2001.

Depreciation and amortization increased $0.1 million, or 3.4%, to $3.8
million, or 6.4% of total revenues, for the quarter ended June 30, 2001,
compared to $3.7 million, or 7.8% of total revenues, for the same quarter in
2000. For the six months ended June 30, 2001, depreciation and amortization
expenses increased $0.3 million, or 3.7%, to $7.6 million, or 6.7% of total
revenues, compared to $7.3 million, or 6.5% of total revenues, for the same
period in 2000. The increase in depreciation and amortization for the quarter
and six months ended June 30, 2001 was primarily the result of purchases of
computer equipment.

Transaction costs incurred during the quarter ended June 30, 2001 were
($0.5) million as the result of the completion of certain activities related to prior pooling of interest transactions
which were completed for less than original estimates. Transaction costs incurred during
the quarter ended March 31, 2000 of $3.1 million were related to the costs
associated with proposed mergers with Shared Medical Systems Corp. (SMS) and
Neoforma.com, Inc. (Neoforma).

Interest income increased $1.4 million to $1.7 million for the quarter
ended June 30, 2001 compared to $0.3 million for the quarter ended June 30,
2000 primarily due to higher cash balances.

Other income recorded during the first quarter of 2000 related to a gain
on the Companys investment in SMS.

LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 2001, the Companys operations provided
$12.1 million. Investing activities used $61.5 million, of which $50.1 million
was the purchase of marketable securities. Cash was also used for the purchase
of fixed assets and the funding of development costs. Financing activities
provided $128.1 million, from issuance of common stock in a public offering,
exercise of stock options and the issuance of common stock under the employee
stock purchase plan, offset by the repayment of all outstanding debt.

As of June 30, 2001, the Company had $149.4 million in cash and cash
equivalents and marketable securities.

Management believes that the available cash and cash equivalents,
marketable securities and anticipated cash generated from the Companys future
operations will be sufficient to meet its operating requirements for at least
the next twelve months.

9



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not currently use derivative financial instruments. We generally
buy investments with maturities of 90 days or less. Based upon the nature of
our investments, we do not expect any material loss from our investments.

Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may
have their fair market value adversely impacted due to a rise in interest
rates, while floating rate securities may produce less income than expected if
interest rates fall. Due in part to these factors, our future investment
income may fall short of expectations due to changes in interest rates or we
may suffer losses in principal if forced to sell securities that have declined
in market value due to changes in interest rates. Based upon a cash and
marketable securities balance of $150 million, a 10% increase or decrease in
interest rates, from a hypothetical rate of 5%, could result in a change in
interest income of approximately $750,000 over a one year period.

The Company accounts for cash equivalents and marketable securities in
accordance with Statement of Financial Accounting Standards (SFAS) No. 115.
Accounting for Certain Investments in Debt and Equity Securities. Cash
equivalents are short-term highly liquid investments with original maturity
dates of three months or less. Cash equivalents are carried at cost, which
approximates fair market value. Marketable securities consist of funds that
are highly liquid and are classified as available-for-sale. Marketable
securities are recorded at fair value and unrealized gains and losses are
recorded, as a component of other comprehensive income.

We do not currently enter into foreign currency hedge transactions.
Through June 30, 2001, foreign currency fluctuations have not had a material
impact on our financial position or results of operations.

10



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PART II.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Stockholders of the Company held on April 26, 2001,
the Companys nominees for two Class III Directors for the ensuing three years
were elected and the selection of PricewaterhouseCoopers LLP as the Companys
independent auditors for the current fiscal year was ratified.

With respect to the election of the two Class III Directors, the voting was as
follows:

|                 |  |     |            |          |  |  |           | 
|---------------- |  | --- | ---------- | -------- |  |  | --------- | 
|Nominee          |  | For |            | Withheld
|                 |  |     |            |         
|Harvey J. Wilson |  |     | 28,110,717 |          |  |  | 6,634,542 | 
|                
|                
|                
|                
|G. Fred DiBona   |  |     | 29,690,907 |          |  |  | 5,054,352 | 

With respect to the ratification of the selection of PricewaterhouseCoopers LLP
as the Companys independent auditors for the current fiscal year, the voting
was as follows:

|        |  |  |            | 
|------- |  |  | ---------- | 
|For     |  |  | 34,496,092 | 
|       
|       
|       
|       
|Against |  |  | 247,604    | 
|       
|       
|       
|       
|Abstain |  |  | 1,563      | 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: See Index to exhibits.

(b) Reports on Form 8-K:



| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | (1)    No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter
| | June 30, 2001.                                                                                         

11



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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.

|      |                 |  |  |                                                                          
|----- | --------------- |  |  | -------------------------------------------------------------------------
|      |                 |  |  | ECLIPSYS CORPORATION                                                     
|     
|Date: | August 10, 2001 |  |  | /s/ Robert J. Colletti                                                   
|      |                 |  |  |                                                                          
|      |                 |  |  | Robert J. Colletti
Vice President of Finance and Chief Accounting Officer

12



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ECLIPSYS CORPORATION
EXHIBIT INDEX

|        |  |             |  | 
|------- |  | ----------- |  | 
|EXHIBIT
|NO.     |  | DESCRIPTION |  | 
|        |  |             |  | 
|None    |  |             |  | 





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13