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Neoforma, Inc. (NEOF) Reports Third Quarter 2005 Financial Results


10/25/2005 11:53:12 AM

SAN JOSE, Calif., Oct. 24 /PRNewswire-FirstCall/ -- In the third quarter ended September 30, 2005, Neoforma, Inc. , a leading provider of supply chain management solutions for the healthcare industry, generated total revenue of $12.7 million on a generally accepted accounting principles (GAAP) basis, an increase from the $3.0 million reported in the same quarter in the prior year primarily due to a reduction in the level of amortization that was offset against revenue as required under Emerging Issues Task Force Abstract No. 01-9 (EITF No. 01-9). Excluding the impact of the offset required under EITF No. 01-9, Neoforma generated total adjusted revenue of $18.7 million in the third quarter of 2005, an increase from the $18.4 million reported in the same quarter of the previous year.

(Logo: http://www.newscom.com/cgi-bin/prnh/20030226/NEOFORMALOGO )

In the third quarter of 2005, in accordance with GAAP, Neoforma's net loss and net loss per share were $5.0 million and $0.25, respectively, an improvement from the $14.5 million net loss and $0.75 net loss per share recorded in the same quarter of 2004. On an adjusted basis, Neoforma's net income and net income per share were $4.4 million and $0.22, respectively, decreasing from the $5.1 million net income and $0.27 per share recorded in the third quarter of 2004.

Neoforma's adjusted financial information, which is not in accordance with GAAP, excludes the application of EITF No. 01-9 and certain expenses, gains and losses. Adjusted financial information serves as a measure of the performance of Neoforma's ongoing core operations. A description of the adjusted financial information for the periods presented and a reconciliation of these results to GAAP financial information are included in the attached financial statements and are available in the investor relations section of Neoforma's Web site at http://www.neoforma.com.

"Neoforma continued to deliver valuable information, products and services to our hospital and supplier customers in the third quarter," says Bob Zollars, chairman and chief executive officer of Neoforma. "Early in the fourth quarter, we signed a definitive merger agreement with Global Healthcare Exchange, successfully concluding our evaluation of strategic alternatives."

Third Quarter 2005 Developments In the third quarter, Neoforma's key developments included: -- Connectivity: - Implemented approximately 1,000 connections; -- Volume: - Supported $3.7 billion in volume, consisting of $1.3 billion in gross transaction volume and $2.5 billion in supply chain data; -- Neoforma Data Management Solution(TM) (Neoforma DMS): - Validated, enriched and categorized 39,000 SKUs for Wheaton Franciscan Services, Inc., a Consorta shareholder representing more than 100 health and shelter organizations (See case study at http://www.neoforma.com/about/cs/success_stories.asp); - Delivered the largest Neoforma DMS project for a VHA Inc. member hospital to date; and - Continued to develop a new on-demand spend intelligence solution for healthcare providers, which is currently in pilot with several customers; -- Neoforma Contract Management Solution(TM) (Neoforma CMS): - Improved the scalability of Neoforma SalesTrace(TM), which is part of Neoforma CMS; and - Contracted with Ansell Healthcare Products, LLC to provide comprehensive distributor sales tracing and rebate processing tools through Neoforma CMS; and -- Balance Sheet: - Ended the quarter with $39.3 million in cash, cash equivalents and short-term investments.

On October 10, 2005, Neoforma entered into a definitive merger agreement with Global Healthcare Exchange, LLC (GHX) for GHX to acquire Neoforma. The transaction, which is subject to certain closing conditions, including the expiration of the applicable Hart-Scott-Rodino waiting period, approval by stockholders representing a majority of Neoforma's shares that are not held by VHA, University HealthSystem Consortium (UHC) or their affiliates and that vote on the transaction, and GHX's receipt of anticipated debt financing, is expected to close in early 2006. As soon as is practicable, Neoforma expects to file a proxy statement and a Schedule 13E-3 with the Securities and Exchange Commission relating to the proposed transaction.

"We believe the proposed acquisition by GHX is the best alternative for our minority stockholders," says Zollars. "We're also pleased with the positive feedback we've received from our customers regarding this transaction. We think the combination of Neoforma and GHX will be beneficial to both hospitals and their suppliers, as we share a vision of a more efficient healthcare supply chain. Together Neoforma and GHX can provide an integrated, complementary suite of supply chain management solutions to all industry participants."

Third Quarter 2005 Financial Results

For the third quarter ended September 30, 2005, on a GAAP basis, Neoforma generated $12.7 million in total revenue, consisting of $9.5 million in related party revenue and $3.2 million in non-related party revenue. The Company's total revenue results increased $9.8 million from the $3.0 million recognized in the same quarter of the previous year; in the third quarter of 2004, Neoforma's total revenue consisted entirely of non-related party revenue. The increase in related party revenue in the third quarter of 2005 was primarily the result of a decrease in the level of amortization that was offset against revenue as required under EITF No. 01-9.

In accordance with EITF No. 01-9, Neoforma classifies non-cash amortization of partnership costs as an offset against related party revenue, up to the lesser of the two amounts in each quarter. As the reductions to operating expenses and revenue are equal within each quarter, the application of EITF No. 01-9 has no impact on loss from operations, net loss, net loss per share or total cash flow within a particular quarter.

In late July 2005, the amortization of partnership costs resulting from the initial shares granted to VHA and UHC in July 2000 was completed. As a result, gross amortization of partnership costs decreased by $11.2 million, as compared to the same quarter in the prior year, to $5.9 million in the third quarter of 2005. This decrease resulted in a $9.5 million reduction in amortization of partnership costs offset against related party revenue and a $9.5 million increase in both Neoforma's total revenue and related party revenue on a GAAP basis in the third quarter of 2005. Based on the current amortization schedule, approximately $775,000 of the $2.7 million in capitalized partnership costs remaining as of September 30, 2005 will be amortized in the fourth quarter of 2005.

On an adjusted basis, excluding the impact of EITF No. 01-9, Neoforma generated total revenue of $18.7 million in the third quarter of 2005, comprised of $15.4 million in related party revenue and $3.4 million in non-related party revenue. The Company's adjusted total and non-related party revenue results in the third quarter of 2005 increased from the $18.4 million in total revenue and $3.0 million in non-related party revenue reported in the same period in 2004. This increase was due primarily to a $461,000 increase in Neoforma's revenue from providers and group purchasing organizations, predominantly for Neoforma DMS. Adjusted related party revenue in the third quarter of 2005 equaled that of the same period in the previous year.

Neoforma's total operating expenses, on a GAAP basis, totaled $18.0 million in the third quarter of 2005, increasing from the $17.6 million reported in the same quarter in the prior year. This increase was principally due to a $572,000 increase in depreciation and amortization, $558,000 in costs incurred for third-party services in connection with Neoforma's evaluation of strategic alternatives, a $544,000 reduction in software development costs capitalized, a $284,000 write-off of software and a $38,000 write-down of a note receivable. The increase in operating expenses was partially offset by a $1.7 million decrease in amortization of partnership costs classified as an operating expense. For the nine months ended September 30, 2005, the Company has incurred approximately $850,000 in expenses for third-party services associated with its evaluation of strategic alternatives.

For the third quarter of 2005, adjusted operating expenses totaled $14.7 million, increasing from the $13.3 million reported in the third quarter of the prior year. This increase was primarily due to the costs incurred in connection with the Company's evaluation of strategic alternatives and the reduction in software development costs capitalized.

On a GAAP basis, in the third quarter of 2005, Neoforma's loss from operations equaled $5.3 million, an improvement from the $14.7 million loss reported in the same quarter in 2004. The $9.4 million decrease in the Company's loss from operations was primarily due to the reduction in the amortization of partnership costs relating to the initial shares granted to VHA and UHC in July 2000.

Neoforma generated $4.1 million in EBITDA in the third quarter of 2005, a decrease from the $5.0 million generated in the same quarter in the prior year.

As of September 30, 2005, Neoforma's cash, cash equivalents and short-term investments totaled $39.3 million, a $4.4 million increase from the $35.0 million reported as of the end of the prior quarter and a $13.5 million increase from the $25.9 million reported as of year-end 2004. Neoforma remains debt-free.

Neoforma's free cash flow in the third quarter of 2005 totaled $3.9 million. Free cash flow is calculated as net cash used in operating activities, plus amortization of partnership costs offset against related party revenue, minus purchases of property and equipment and capitalization of software development costs.

"Neoforma's financial performance was solid in the third quarter, and our balance sheet continues to strengthen," says Andrew Guggenhime, chief financial officer of Neoforma. "However, as a result of the recent announcement of our proposed merger with GHX, we do expect some operational and financial uncertainty up until the close of the transaction. Therefore, we are not providing financial projections for the fourth quarter. Our focus will remain on maintaining our operating momentum as we work to close the transaction with GHX."

As previously announced, the Company has cancelled the conference call and Web cast that were to be held in conjunction with this announcement of Neoforma's third quarter 2005 financial results.

About Neoforma

Neoforma is a leading supply chain management solutions provider for the healthcare industry. Through a unique combination of technology, information and services, Neoforma provides innovative solutions to over 1,800 hospitals and suppliers, supporting approximately $15 billion in annualized marketplace volume. By bringing together contract information and order data, Neoforma's integrated solution set delivers a comprehensive view of an organization's supply chain, driving significant cost savings and better decision-making for

both hospitals and suppliers. For more information, point your browser to http://www.neoforma.com.

This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, the anticipated benefits of the proposed transaction with GHX to Neoforma's minority stockholders, customers and industry participants generally and the operational and financial uncertainty that the announcement of the proposed transaction has created, as well as the anticipated amortization of partnership costs in the fourth quarter of 2005. There are a number of risks that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include the risk of the proposed transaction with GHX not closing, and the risks associated with the previously announced desire of Novation, LLC to lower the fees it pays to Neoforma under its outsourcing agreement. Some of these risks and other risks are described in Neoforma's periodic reports filed with the SEC, including its Form 10-Q for the quarter ended June 30, 2005. These statements are current as of the date of this release and Neoforma assumes no obligation to update the forward-looking information contained in this news release.

NOTE: Neoforma is a trademark of Neoforma, Inc. Other Neoforma logos, product names and service names are also trademarks of Neoforma, Inc., which may be registered in other countries. Other product and brand names are trademarks of their respective owners.

NEOFORMA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2004 2005 2004 2005 REVENUE: Related party, net of amortization of partnership costs of $15,423, $5,874, $46,360 and $36,682 for the three months ended September 30, 2004 and 2005 and the nine months ended September 30, 2004 and 2005, respectively $- $9,496 $- $9,496 Non-related party, net of write-off of purchase option of $140 for the three and nine months ended September 30, 2005 2,954 3,210 9,222 8,647 Total revenue 2,954 12,706 9,222 18,143 OPERATING EXPENSES: Cost of services 2,758 3,108 7,501 8,933 Operations 2,834 3,252 8,643 9,515 Product development 4,261 4,742 12,302 14,901 Selling and marketing 3,488 3,305 10,657 9,964 General and administrative 2,465 3,114 7,171 9,000 Amortization of intangibles 147 127 441 421 Amortization of partnership costs 1,651 - 4,792 1,630 Write-off of stockholder notes receivable - - 4,115 - Write-down of note receivable - 38 - 38 Write-off of software - 284 - 284 Restructuring - - - 767 Total operating expenses 17,604 17,970 55,622 55,453 Loss from operations (14,650) (5,264) (46,400) (37,310) OTHER INCOME (EXPENSE) 112 281 234 693 Net loss $(14,538) $(4,983) $(46,166) $(36,617) NET LOSS PER SHARE: Basic and diluted $(0.75) $(0.25) $(2.40) $(1.85) Weighted average shares -- basic and diluted 19,361 19,916 19,263 19,771

In addition to our consolidated financial statements presented in accordance with GAAP, Neoforma, Inc. uses non-GAAP, or adjusted, measures of operating results, net income and net income per share, which are adjusted from results based on GAAP to exclude the application of EITF No. 01-9 and certain expenses, gains and losses. Neoforma management believes that the non-GAAP adjusted results provide added insight into the Company's performance by focusing on results generated by the Company's ongoing core operations. Neoforma management uses the non-GAAP adjusted results when assessing the performance of its ongoing core operations, in making resource allocation decisions and for planning and forecasting. Additionally, incentive compensation for the Company, including management, is based on results on this basis. In addition, because we historically have reported adjusted results, we believe the inclusion of comparative numbers provides consistency in our financial reporting. The non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures.

NEOFORMA, INC. ADJUSTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1) (in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2004 2005 2004 2005 REVENUE: Related party $15,423 $15,370 $46,360 $46,178 Non-related party 2,954 3,350 9,222 8,787 Total adjusted revenue 18,377 18,720 55,582 54,965 OPERATING EXPENSES: Cost of services 2,372 2,608 5,955 7,292 Operations 2,250 2,538 7,003 7,379 Product development 3,703 3,996 11,054 12,670 Selling and marketing 3,038 2,881 9,589 8,649 General and administrative 1,980 2,628 6,061 7,529 Adjusted operating expenses 13,343 14,651 39,662 43,519 EBITDA 5,034 4,069 15,920 11,446 OTHER INCOME (EXPENSE) 112 281 234 693 Adjusted net income $5,146 $4,350 $16,154 $12,139 ADJUSTED NET INCOME PER SHARE: Basic $0.27 $0.22 $0.84 $0.61 Weighted average shares -- basic 19,361 19,916 19,263 19,771

(1) These adjusted condensed consolidated statements of operations exclude the impact of EITF No. 01-9 and certain expenses, gains and losses. Under EITF No. 01-9, the Company offsets non-cash amortization of partnership costs against related party revenue in an amount equal to the lesser of the two in any period. Any amortization of partnership costs in excess of related party revenue in any period is classified as an operating expense. As a result of the adoption of EITF No. 01-9, the Company offset $15,423, $5,874, $46,360 and $36,682 of amortization of partnership costs against related party revenue in its GAAP condensed consolidated statements of operations for the three months ended September 30, 2004 and 2005 and the nine months ended September 30, 2004 and 2005, respectively. In addition, under EITF 01-9 the Company offset a $140 write-off of a purchase option acquired from a vendor against non-related party revenue in its GAAP condensed consolidated statements of operation for the three and nine months ended September 30, 2005. As reclassifications, the application of EITF No. 01-9 had no impact on loss from operations, net loss or net loss per share. The excluded expenses, gains and losses consisted of depreciation and amortization of property and equipment, amortization of intangibles, amortization of deferred compensation, amortization of partnership costs, write-down of note receivable and restructuring.

NEOFORMA, INC. RECONCILIATION OF ADJUSTED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS TO GAAP (in thousands, except per share amounts) (unaudited) Three Months Ended September 30, 2005 Excluded Application of Adjusted Expenses, Gains EITF Results and Losses No. 01-9 REVENUE: Related party $15,370 $- $(5,874) Non-related party 3,350 - (140) Total revenue 18,720 - (6,014) OPERATING EXPENSES: Cost of services 2,608 - - Operations 2,538 - - Product development 3,996 - - Selling and marketing 2,881 - - General and administrative 2,628 - - Adjusted operating expenses 14,651 EBITDA 4,069 Depreciation and amortization of property and equipment - 1,900 - Amortization of intangibles - 127 - Amortization of deferred compensation - 970 - Amortization of partnership costs - 5,874 (5,874) Write-down of note receivable - 38 - Write-off of software - 284 - Write-off of purchase option - 140 (140) Total operating expenses 9,333 (6,014) Loss from operations (9,333) - OTHER INCOME (EXPENSE) 281 - - Net income (loss) $4,350 $(9,333) $- NET INCOME (LOSS) PER SHARE: Basic $0.22 Weighted average shares - basic 19,916 Three Months Ended September 30, 2005 GAAP Allocations Depreciation and Amortization Amortization of of Deferred GAAP Results Property and Equipment Compensation As Reported REVENUE: Related party $- $- $9,496 Non-related party - - 3,210 Total revenue - - 12,706 OPERATING EXPENSES: Cost of services 322 178 3,108 Operations 598 116 3,252 Product development 508 238 4,742 Selling and marketing 236 188 3,305 General and administrative 236 250 3,114 Depreciation and amortization of property and equipment (1,900) - - Amortization of intangibles - - 127 Amortization of deferred compensation - (970) - Amortization of partnership costs - - - Write-down of note receivable - - 38 Write-off of software - - 284 Write-off of purchase option - - - Total operating expenses - - 17,970 Loss from operations - - (5,264) OTHER INCOME (EXPENSE) - - 281 Net income (loss) $- $- $(4,983) NET INCOME (LOSS) PER SHARE: Basic $(0.25) Weighted average shares - basic 19,916 Three Months Ended September 30, 2004 Application Excluded of Adjusted Expenses, Gains EITF Results and Losses No. 01-9 REVENUE: Related party $15,423 $- $(15,423) Non-related party 2,954 - - Total revenue 18,377 - (15,423) OPERATING EXPENSES: Cost of services 2,372 - - Operations 2,250 - - Product development 3,703 - - Selling and marketing 3,038 - - General and administrative 1,980 - - Adjusted operating expenses 13,343 EBITDA 5,034 Depreciation and amortization of property and equipment - 1,328 - Amortization of intangibles - 147 - Amortization of deferred compensation - 1,135 - Amortization of partnership costs - 17,074 (15,423) Write-off of stockholder notes receivable - - - Total operating expenses 19,684 (15,423) Loss from operations (19,684) - OTHER INCOME (EXPENSE) 112 - - - Net income (loss) $5,146 $(19,684) $- NET INCOME (LOSS) PER SHARE: Basic $0.27 Weighted average shares - basic 19,361 Three Months Ended September 30, 2004 GAAP Allocations Depreciation and Amortization Amortization of of Deferred GAAP Results Property and Equipment Compensation As Reported REVENUE: Related party $- $- $- Non-related party - - 2,954 Total revenue - - 2,954 OPERATING EXPENSES: Cost of services 200 186 2,758 Operations 498 86 2,834 Product development 291 267 4,261 Selling and marketing 175 275 3,488 General and administrative 164 321 2,465 Depreciation and amortization of property and equipment (1,328) - - Amortization of intangibles - - 147 Amortization of deferred compensation - (1,135) - Amortization of partnership costs - - 1,651 Write-off of stockholder notes receivable - - - Total operating expenses - - 17,604 Loss from operations - - (14,650) OTHER INCOME (EXPENSE) - - 112 Net income (loss) $- $- $(14,538) NET INCOME (LOSS) PER SHARE: Basic $(0.75) Weighted average shares - basic 19,361 NEOFORMA, INC. RECONCILIATION OF ADJUSTED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS TO GAAP (in thousands, except per share amounts) (unaudited) Nine Months Ended September 30, 2005 Excluded Application Expenses, of Adjusted Gains EITF Results and Losses No. 01-9 REVENUE: Related party $46,178 $- $(36,682) Non-related party 8,787 - (140) Total revenue 54,965 - (36,822) OPERATING EXPENSES: Cost of services 7,292 - - Operations 7,379 - - Product development 12,670 - - Selling and marketing 8,649 - - General and administrative 7,529 - - Adjusted operating expenses 43,519 EBITDA 11,446 Depreciation and amortization of property and equipment - 5,629 - Amortization of intangibles - 421 - Amortization of deferred compensation - 3,165 - Amortization of partnership costs - 38,312 (36,682) Restructuring - 767 - Write-down of note receivable - 38 - Write-off of software - 284 - Write-off of purchase option - 140 (140) Total operating expenses 48,756 (36,822) Loss from operations (48,756) - OTHER INCOME (EXPENSE) 693 - - Net income (loss) $12,139 $(48,756) $- NET INCOME (LOSS) PER SHARE: Basic $0.61 Weighted average shares - basic 19,771 Nine Months Ended September 30, 2005 GAAP Allocations Depreciation and Amortization Amortization of of Deferred GAAP Results Property and Equipment Compensation As Reported REVENUE: Related party $- $- $9,496 Non-related party - - 8,647 Total rev


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