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): March 20, 2002
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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 or former address, if
changed since last report)
Item 7. Financial Statements and Exhibits
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Exhibit 99.1
(a) Press Release dated March 20, 2002
(b) Schedules:
1) NDCHealth Corporation (unaudited) Consolidated Statements of
Income (GAAP) for the three months ended March 1, 2002 and
February 28, 2001,
2) NDCHealth Corporation (unaudited) Consolidated Statements of
Income for the nine months ended March 1, 2002 (GAAP) and
February 28, 2001 (normalized),
3) NDCHealth Corporation (unaudited) Consolidated Statements of
Income (GAAP) for the nine months ended March 1, 2002 and
February 28, 2001,
4) NDCHealth Corporation Consolidated Balance Sheets for March 1,
2002 (unaudited) and May 31, 2001, and
5) NDCHealth Corporation (unaudited) Consolidated Statements of
Cash Flows for the nine months ended March 1, 2002 and
February 28, 2001.
As an indication of the historical performance of the continuing
NDCHealth Corporation business, in Exhibit 99.1 (b) 2 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 this exhibit 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 March 20, 2002, NDCHealth Corporation issued a press release which is
filed herewith as Exhibit 99.1 (a) and (b) 1, 2, 3, 4 and 5 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 third quarter of fiscal 2002 were adjusted for the MedUnite
transaction, total revenue would have grown by approximately 14% year over year,
and Network Services and Systems revenue would have grown by approximately 16%
year over year.
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 the first three 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
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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 previously had a credit facility with a one-year term providing a $50
million unsecured revolving line of credit and an option for us to convert any
outstanding borrowings at the maturity date to a term loan repayable at the
first anniversary of the initial maturity date, or January 27, 2003. During the
third quarter, we exercised this option and converted $50 million outstanding
under the unsecured line of credit to a term loan. We expect to arrange new
financing before the maturity date of the term loan in January 2003 and are
evaluating various options for providing additional liquidity. This may be
through the issuance of additional debt or equity resulting in the replacement
of all or a portion of the debt outstanding at the time of issuance.
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 nine months ended
March 1, 2002, 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. 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 schedule filed in Exhibit 99.1 (b) 2, please note that this financial
schedule does 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. These include, but are
not limited to, statements regarding the Company's business strategy and means
to implement the strategy, the Company's objectives, future capital
expenditures, and sources of future financing. 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
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lack of change. Actual results of events could differ 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 Company'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 September 11, 2001 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: March 20, 2002
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