-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SZx6l+cInXzd7DFHv0y6ilhWxVZ6SR00427iYG0AaKYCeUpJC4FnL7HULbvEaJia eB2ihxrjxIkcI0qKzSYSvw== 0000931763-01-502506.txt : 20020413 0000931763-01-502506.hdr.sgml : 20020413 ACCESSION NUMBER: 0000931763-01-502506 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20011219 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20011219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12392 FILM NUMBER: 1817838 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 8-K 1 d8k.txt FORM 8-K FOR PERIOD DATED DECEMBER 19, 2001 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): December 19, 2001 ----------------- Commission File No. 001-12392 --------- NDCHealth Corporation --------------------- (Exact name of registrant as specified in its charter) DELAWARE 58-0977458 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation) Identification Number) NDC Plaza, Atlanta, Georgia 30329-2010 --------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 728-2000 -------------- National Data Corporation ------------------------- (Former name, former address and former fiscal year, if changed since last year) Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 99.1 (a) Press Release dated December 19, 2001 (b) Schedules: 1) NDCHealth Corporation (unaudited) Consolidated Statements of Income for the second quarter ended November 30, 2001 (GAAP) and November 30, 2000 (normalized), 2) NDCHealth Corporation (unaudited) Consolidated Statements of Income (GAAP) for the second quarter ended November 30, 2001 and November 30, 2000, 3) NDCHealth Corporation (unaudited) Consolidated Statements of Income for the six months ended November 30, 2001 (GAAP) and November 30, 2000 (normalized), 4) NDCHealth Corporation (unaudited) Consolidated Statements of Income (GAAP) for the six months ended November 30, 2001 and November 30, 2000, 5) NDCHealth Corporation Consolidated Balance Sheets for November 30, 2001 (unaudited) and May 31, 2001, and 6) NDCHealth Corporation (unaudited) Consolidated Statements of Cash Flows for the six months ended November 30, 2001 and November 30, 2000. As an indication of the historical performance of the continuing NDCHealth Corporation business, in Exhibits 99.1 (b) 1 and 3 to this report, we have provided certain financial information regarding NDCHealth, the stand-alone healthcare information business that remains after the spin-off of Global Payments Inc. The financial information presented in these exhibits has been "normalized" for certain items discussed under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended May 31, 2001. Item 9. Regulation FD Disclosure ------------------------ On December 19, 2001, NDCHealth Corporation issued a press release which is filed herewith as Exhibit 99.1 (a) and (b) 1, 2, 3, 4, 5 and 6 and incorporated in this Item 9 by this reference. In a transaction that closed in the first quarter of fiscal 2002, NDCHealth divested its physician network services business to MedUnite. If the results for the second quarter of fiscal 2002 were adjusted for the MedUnite transaction, total revenue would have grown by approximately 15% year over year, and Network Services and Systems revenue would have grown by approximately 19% year over year. 1 In July 2001, the Financial Accounting Standards Board issued SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 deals with, among other things, amortization of goodwill. We implemented this new standard in the first quarter of fiscal 2002. The impact of the implementation of SFAS 142 in both the first and second quarters was an addition of $0.05 to diluted earnings per share in each quarter. We estimate that the annual impact of SFAS 142 will be an addition of approximately $0.20 to diluted earnings per share in fiscal 2002. Additionally, we reduced the fiscal 2002 effective tax rate to 36.0% due to our application of this new standard. We believe that NDCHealth is well positioned to provide processing and information products and services to the healthcare industry in the future. Based on observed market conditions and our results for the six months ended November 30, 2001, our expectation remains that revenue for fiscal year 2002 will be in the $375-385 million range resulting in diluted earnings per share in the range of $1.30 to $1.34, including the impact of $0.20 for the SFAS 142 accounting change. Looking ahead to fiscal 2003, we believe we can sustain growth in our existing markets. Excluding acquisitions, we would expect revenue and earnings to grow at a mid-teens rate, with earnings growing faster than revenue. As a result of the adjustments and the other principles and assumptions discussed above and under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended May 31, 2001, which are the basis of our presentation of the financial schedules filed in Exhibit 99.1 (b) 1 and 3, please note that these financial schedules do not reflect our historical financial statements. When used in this report, and the exhibits hereto, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions and statements that are necessarily dependent on future events are intended to identify forward-looking statements concerning the Company's business operations, economic performance and financial condition, including in particular, the Company's business strategy and means to implement the strategy, the Company's objectives, the amount of future capital expenditures, the likelihood of the Company's success in developing and introducing new products and expanding its business, the timing of the introduction of new and modified products or services and competition, pricing, development difficulties, the ability to consummate and integrate acquisitions, and the expected benefits and prospects for alliances. For such statements, the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 is applicable and invoked. Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies that are subject to change. Actual revenues, revenue growth and margins will be dependent upon all such factors and results subject to risks related to the implementation of changes by the Company, the failure to implement changes, customer acceptance of such changes or lack of change. Actual results of events could differ 2 materially from those anticipated in the Company's forward-looking statements as a result of a variety of factors, including: (a) those set forth in the Registrant's Annual Report on Form 10-K for the period ended May 31, 2001 which are incorporated herein by this reference; (b) those set forth elsewhere herein; (c) those set forth from time to time in the Company's press releases and reports and other filings made with the Securities and Exchange Commission; and (d) those set forth from time to time in the Company's analyst calls and discussions. In addition, the Company is currently unable to assess the impact, if any, on its financial performance that may result from the economic effects of the recent or any future terrorist attacks on the United States. The Company cautions that such factors are not exclusive. Consequently, all of the forward- looking statements made herein are qualified by these cautionary statements and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking or other statements or to publicly release the results of any revisions of such forward-looking statements that may be made to reflect events or circumstances after the date hereof, or thereof, as the case may be, or to reflect the occurrence of unanticipated events. 3 SIGNATURE --------- 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 hereunto duly authorized. NDCHealth Corporation --------------------- (Registrant) By: /s/ David H. Shenk ------------------- David H. Shenk Vice President & Corporate Controller (Chief Accounting Officer) Date: December 19, 2001 4 EX-99.1.(A) 3 dex991a.txt PRESS RELEASE DATED DECEMBER 19, 2001 Exhibit 99.1 (a) NDCHealth ANNOUNCES SECOND QUARTER FISCAL 2002 RESULTS ATLANTA, December 19, 2001 --- NDCHealth Corporation (NYSE: NDC) announced today financial results for its second quarter of fiscal 2002 ended November 30, 2001. Revenue increased to $92.1 million resulting in net income of $12.0 million and diluted earnings per share of $0.33. These results compare to the prior year's normalized revenue of $83.4 million, net income of $8.1 million and diluted earnings per share of $0.24. Normalized results are provided to display results from ongoing operations and to provide a more meaningful comparison to the current year. The normalized results for fiscal 2001 exclude revenue from divested businesses of $0.2 million, restructuring and impairment charges of $2.2 million and a net loss from discontinued operations of $0.3 million. On a GAAP basis, in last year's second quarter, revenue was $83.7 million, resulting in net income of $6.4 million and diluted earnings per share of $0.19. At the beginning of the 2002 fiscal year, NDCHealth adopted SFAS 142 that includes the requirement to eliminate certain expenses related to goodwill amortization. The impact of this accounting change in the second quarter was to increase earnings per share by $0.05. In commenting on the results, chief executive officer Walter Hoff said, "This quarter our company recorded solid operating performance and financial results. We continue to be a strong cash generator, with EBITDA for the first half exceeding $50 million. We believe we have an excellent strategy, a very strong market position, supportive customers and an exceptional employee base on which to build the business. "For the 2002 fiscal year, we continue to estimate that annual revenue will be approximately $375 to $385 million, with diluted earnings per share in the range of $1.30 to $1.34." NDCHealth is a leading provider of health information services that add value to pharmacy, hospital, physician, pharmaceutical and payer businesses. ### EX-99.1.(B)1 4 dex991b1.txt UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1(b)1 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NDCHealth Corporation and Subsidiaries (In thousands, except per share data)
- -------------------------------------------------------------------------------- Three Months Ended November 30, ------------------------------- 2001 2000 GAAP Normalized ------ ---------- Revenues: Information management $37,394 $33,917 Network services and systems 54,668 49,516 ------- ------- 92,062 83,433 - -------------------------------------------------------------------------------- Operating expenses: Cost of service 45,057 41,521 Sales, general and administrative 21,166 18,303 Depreciation and amortization 5,897 8,638 ------- ------- 72,120 68,462 ------- ------- Operating income 19,942 14,971 - -------------------------------------------------------------------------------- Other income (expense): Interest and other income 344 13 Interest and other expense (2,325) (1,677) Minority interest in loss (earnings) 747 (117) ------- ------- (1,234) (1,781) ------- ------- Income before income taxes: Information management 5,814 4,646 Network services and systems 12,894 8,544 ------- ------- 18,708 13,190 ------- ------- Provision for income taxes 6,735 5,078 - -------------------------------------------------------------------------------- Net income $11,973 $ 8,112 ------- ------- Basic earnings per share $ 0.35 $ 0.25 ------- ------- Shares 34,066 32,889 Diluted earnings per share: $ 0.33 $ 0.24 ------- ------- Shares 39,822 34,057
Normalized results for the three months ended November 30, 2000 exclude revenues and operating expenses related to divested businesses of $0.2 million and $0.3 million, respectively, $2.2 million of restructuring and impairment charges primarily related to consolidation of locations and associated staff and expense reductions, and loss from discontinued operations of $0.3 million. EX-99.1.(B)2 5 dex991b2.txt UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1(b)2 GAAP UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NDCHealth Corporation and Subsidiaries (In thousands, except per share data)
- --------------------------------------------------------------------------------------- Three Months Ended November 30, ------------------------------- 2001 2000 ------------- ---------------- Revenues: Information management $37,394 $33,917 Network services and systems 54,668 49,516 Divested businesses - 233 ------- ------- 92,062 83,666 ------- ------- - --------------------------------------------------------------------------------------- Operating expenses: Cost of service 45,057 41,662 Sales, general and administrative 21,166 18,385 Depreciation and amortization 5,897 8,683 Non-recurring charges - 2,156 ------- ------- 72,120 70,886 ------- ------- Operating income 19,942 12,780 - --------------------------------------------------------------------------------------- Other income (expense): Interest and other income 344 13 Interest and other expense (2,325) (1,677) Minority interest in loss (earnings) 747 (117) ------- ------- (1,234) (1,781) ------- ------- Income before income taxes and discontinued operations: Information management 5,814 4,646 Network services and systems 12,894 8,544 Other - (2,191) ------- ------- 18,708 10,999 ------- ------- Provision for income taxes 6,735 4,310 - --------------------------------------------------------------------------------------- Income before discontinued operations 11,973 6,689 Discontinued operations, net of income taxes - (326) - --------------------------------------------------------------------------------------- Net income $11,973 $ 6,363 ------- ------- Basic earnings per share: Income before discontinued operations $ 0.35 $ 0.20 ------- ------- Discontinued operations $ - $ (0.01) ------- ------- Basic earnings per share $ 0.35 $ 0.19 ------- ------- Shares 34,066 32,889 Diluted earnings per share: Income before discontinued operations $ 0.33 $ 0.20 ------- ------- Discontinued operations $ - $ (0.01) ------- ------- Diluted earnings per share $ 0.33 $ 0.19 ------- ------- Shares 39,822 34,057
EX-99.1.(B)3 6 dex991b3.txt UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1(b)3 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NDCHealth Corporation and Subsidiaries (In thousands, except per share data)
- ------------------------------------------------------------------------------- Six Months Ended November 30, ----------------------------- 2001 2000 GAAP Normalized -------- ---------- Revenues: Information management $ 71,907 $ 65,215 Network services and systems 108,511 98,463 -------- -------- 180,418 163,678 - ------------------------------------------------------------------------------- Operating expenses: Cost of service 86,892 79,983 Sales, general and administrative 42,152 38,229 Depreciation and amortization 12,478 16,627 -------- -------- 141,522 134,839 -------- -------- Operating income 38,896 28,839 - ------------------------------------------------------------------------------- Other income (expense): Interest and other income 695 30 Interest and other expense (4,645) (3,636) Minority interest in loss (earnings) 1,073 (117) -------- -------- (2,877) (3,723) -------- -------- Income before income taxes: Information management 9,932 8,102 Network services and systems 26,087 17,014 -------- -------- 36,019 25,116 -------- -------- Provision for income taxes 12,967 9,670 - ------------------------------------------------------------------------------- Net income $ 23,052 $15,446 -------- -------- Basic earnings per share $ 0.68 $ 0.47 -------- -------- Shares 33,946 32,825 Diluted earnings per share: $ 0.64 $ 0.46 -------- -------- Shares 39,691 33,741
Normalized results for the six months ended November 30, 2000 exclude revenues and operating expenses related to divested businesses of $5.9 million and $5.6 million, respectively, $2.2 million of restructuring and impairment charges primarily related to consolidation of locations and associated staff and expense reductions, and income from discontinued operations of $8.3 million. EX-99.1.(B)4 7 dex991b4.txt UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1(b)4 GAAP UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NDCHealth Corporation and Subsidiaries (In thousands, except per share data)
- --------------------------------------------------------------------------------------- Six Months Ended November 30, ----------------------------- 2001 2000 --------- -------- Revenues: Information management $ 71,907 $ 65,215 Network services and systems 108,511 98,463 Divested businesses - 5,862 --------- -------- 180,418 169,540 --------- -------- - --------------------------------------------------------------------------------------- Operating expenses: Cost of service 86,892 85,002 Sales, general and administrative 42,152 38,519 Depreciation and amortization 12,478 16,896 Restructuring and impairment charges - 2,156 --------- -------- 141,522 142,573 --------- -------- Operating income 38,896 26,967 - --------------------------------------------------------------------------------------- Other income (expense): Interest and other income 695 30 Interest and other expense (4,645) (3,636) Minority interest in loss (earnings) 1,073 (117) --------- -------- (2,877) (3,723) --------- -------- Income before income taxes and discontinued operations: Information management 9,932 8,102 Network services and systems 26,087 17,014 Other - (1,872) --------- -------- 36,019 23,244 --------- -------- Provision for income taxes 12,967 9,024 - --------------------------------------------------------------------------------------- Income before discontinued operations 23,052 14,220 Discontinued operations, net of income taxes - 8,323 - --------------------------------------------------------------------------------------- Net income $ 23,052 $ 22,543 --------- -------- Basic earnings per share: Income before discontinued operations $ 0.68 $ 0.43 --------- -------- Discontinued operations $ - $ 0.25 --------- -------- Basic earnings per share $ 0.68 $ 0.69 --------- -------- Shares 33,946 32,825 Diluted earnings per share: Income before discontinued operations $ 0.64 $ 0.42 --------- -------- Discontinued operations $ - $ 0.25 --------- -------- Diluted earnings per share $ 0.64 $ 0.67 --------- -------- Shares 39,691 33,741
EX-99.1.(B)5 8 dex991b5.txt CONSOLIDATED BALANCE SHEETS Exhibit 99.1(b)5 CONSOLIDATED BALANCE SHEETS NDCHealth Corporation and Subsidiaries (In thousands, except share data)
- -------------------------------------------------------------------------------- November 30, May 31, 2001 2001 ------------ ------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 30,251 $ 12,420 Accounts receivable 61,419 70,648 Allowance for doubtful accounts (5,155) (6,628) -------- -------- Accounts receivable, net 56,264 64,020 -------- -------- Income tax receivable 1,655 2,265 Deferred income taxes 21,328 29,539 Prepaid expenses and other current assets 21,113 18,788 -------- -------- Total current assets 130,611 127,032 -------- -------- Property and equipment, net 83,353 82,956 Intangible assets, net 193,786 221,757 Deferred income taxes 12,231 9,886 Investments 79,330 35,591 Other 15,992 10,990 -------- -------- Total Assets $515,303 $488,212 -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 175 $ 170 Obligations under capital leases 1,427 2,586 Accounts payable and accrued liabilities 55,858 53,228 Deferred income 15,867 13,624 -------- -------- Total current liabilities 73,327 69,608 -------- -------- Long-term debt 151,479 151,567 Obligations under capital leases 2,658 1,108 Other long-term liabilities 20,321 23,044 -------- -------- Total liabilities 247,785 245,327 -------- -------- Commitments and contingencies Minority interest in equity of subsidiaries 11,465 12,418 Shareholders' equity: Preferred stock, par value $1.00 per share; 1,000,000 shares authorized, none issued - - Common stock, par value $.125 per share; 200,000,000 shares authorized; 34,097,652 and 33,875,235 shares issued, respectively 4,262 4,234 Capital in excess of par value 193,290 188,636 Retained earnings 68,721 48,392 Deferred compensation and other (6,661) (7,212) Cumulative translation adjustment (3,559) (3,583) -------- -------- Total shareholders' equity 256,053 230,467 -------- -------- Total Liabilities and Shareholders' Equity $515,303 $488,212 ======== ========
EX-99.1.(B)6 9 dex991b6.txt UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Exhibit 99.1(b)6 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS NDCHealth Corporation and Subsidiaries (In thousands)
- ---------------------------------------------------------------------------------------------------------------------------------- Six Months Ended November 30, ----------------------------------- 2001 2000 -------- -------- Cash flows from operating activities: Net income $ 23,052 $ 22,543 Adjustments to reconcile net income to cash provided by operating activities: Non-cash restructuring and impairment charges - 930 Income from discontinued operations - (8,323) Depreciation and amortization 12,478 16,896 Deferred income taxes 879 36,481 Provision for bad debts 984 366 Other, net 362 1,355 Changes in assets and liabilities which provided (used) cash, net of the effects of acquisitions: Accounts receivable, net 4,429 (2,344) Prepaid expenses and other assets (3,473) (6,329) Accounts payable and accrued liabilities (5,921) (5,683) Deferred income 2,313 4,912 Income taxes 614 (23,203) -------- ------- Net cash provided by operating activities 35,717 37,601 -------- ------- Cash flows from investing activities: Capital expenditures (14,570) (20,472) Business acquisitions, net of acquired cash - (23,224) Business divestiture and sale of marketable securities - 20,000 Investments and other non-current assets (10,131) (13,506) -------- ------- Net cash used in investing activities (24,701) (37,202) -------- ------- Cash flows from financing activities: Net repayments under lines of credit - (11,500) Net principal payments under capital lease arrangements and other long-term debt (1,922) (2,779) Net issuances related to stock activities 4,814 2,513 Dividends paid (2,723) (4,931) -------- ------- Net cash provided by (used in) financing activities 169 (16,697) -------- ------- Net cash provided by discontinued operations 6,646 21,795 -------- ------- Increase in cash and cash equivalents 17,831 5,497 Cash and cash equivalents, beginning of period 12,420 1,789 -------- ------- Cash and cash equivalents, end of period $ 30,251 $ 7,286 ======== =======
-----END PRIVACY-ENHANCED MESSAGE-----