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
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Commission File No. 001-12392
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NDCHealth Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
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(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
NDC Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2000
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National Data Corporation
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(Former name, former address and former fiscal year, if
changed since last year)
Item 7. Financial Statements and Exhibits
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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
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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.
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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
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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.
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SIGNATURE
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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
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(Registrant)
By: /s/ David H. Shenk
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David H. Shenk
Vice President & Corporate Controller
(Chief Accounting Officer)
Date: December 19, 2001
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