8-K

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): April 29, 2003

NEOFORMA, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Commission File Number 000-28715

000-28715	77-0424252
(Commission File Number)	(I.R.S. Employer Identification No.)

3061 Zanker Rd., San Jose, CA	95134
(Address of principal executive offices)	(Zip Code)

(408) 468-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

ITEM 7.    EXHIBITS

(c) Exhibits.

99.1    Press Release issued by Neoforma, Inc., dated April 29, 2003.

ITEM 9.    REGULATION FD DISCLOSURE

The information contained in this Item 9 of this Current Report is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.

The information contained in this Item 9 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934.

On April 29, 2003, Neoforma, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2003. A copy of the press release is attached to this Current Report as Exhibit 99.1.

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.

	NEOFORMA, INC.
Date:    April 29, 2003	By:	/s/    ANDREW L. GUGGENHIME
		Andrew L. Guggenhime Chief Financial Officer

EXHIBIT INDEX

99.1 Press release issued by Neoforma, Inc. dated April 29, 2003.

EX-99.1

EXHIBIT 99.1

NEOFORMA REPORTS FIRST QUARTER 2003 RESULTS

Company’s performance in line with previously issued guidance

SAN JOSE, CA—April 29, 2003—Neoforma, Inc. (Nasdaq: NEOF), a leading provider of Web-based supply chain management solutions for the healthcare industry, achieved first quarter revenue of $3.3 million, an increase over the $0.6 million reported in the first quarter of 2002. Excluding the application of Emerging Issues Task Force Abstract No. 01-9 (EITF No. 01-9), Neoforma achieved adjusted revenue of $20.3 million in the first quarter of 2003, an increase from the $14.6 million in the same quarter in the previous year, and in line with the Company’s previously issued guidance.

In accordance with generally accepted accounting principles (GAAP), net loss and net loss per share for the first quarter of 2003 were $16.4 million and $0.93, respectively, as compared to $21.0 million and $1.29, respectively, for the first quarter of 2002. Adjusted net income and adjusted net income per share for the first quarter of 2003 were $5.2 million and $0.30, respectively, an improvement over the $1.9 million and $0.12 for the same period in the prior year on the same basis.

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

“Neoforma’s performance in the first quarter is consistent with our previously issued guidance and gets us off to a healthy start for 2003,” says Bob Zollars, chairman and chief executive officer. “We launched an enhanced set of Web-based supply chain solutions, delivered several functionality improvements to our OMS and CMS flagship offerings, updated our corporate identity, documented increasing amounts of value delivered to our customers, continued to diversify our customer base and revenue streams and created substantially more independence in our board of directors. Our work in the first quarter serves as a strong foundation for future growth.”

First Quarter 2003 Financial Results

For the quarter ended March 31, 2003, Neoforma’s revenue was $3.3 million, comprised of $1.2 million in Marketplace revenue and $2.1 million in Trading Partner Services revenue. Adjusted revenue, which excludes the application of EITF No. 01-9, was $20.3 million, comprised of $18.2 million in Marketplace revenue and $2.1 million in Trading Partner Services revenue.

Marketplace revenue on a GAAP basis increased 275% from $0.3 million for the same quarter in the previous year, and adjusted Marketplace revenue increased 28% from $14.2 million on the same basis. Adjusted Marketplace revenue decreased from the quarter ended December 31, 2002, primarily as a result of achieving the quarterly maximum payment from Novation in the first quarter, which was less than in the prior quarter.

Trading Partner Services revenue on a GAAP basis and adjusted basis increased 630% from $0.3 million and 403% from $0.4 million, respectively, over the results from the first quarter of 2002 on the same basis, reflecting Neoforma’s progress in diversifying and growing its revenue streams beyond its contract with Novation.

Under EITF No. 01-9, which became effective for Neoforma beginning January 1, 2002, the Company classifies non-cash amortization of partnership costs as an offset against related party revenue. Because the reductions to operating expenses and revenue are equal amounts, this accounting treatment has no impact on Neoforma’s operating income, net income, net income per share or total cash flow. As the Company expects the accounting treatment to have a significant impact on reported total GAAP revenue and operating expenses until the second half of 2005, when the considerable majority of partnership costs will have been fully amortized, the impact of the accounting treatment to revenue and operating expenses is temporary in nature. In the first quarter of 2003, total amortization of partnership costs was less than total related party revenue in the period, resulting in the reporting of net related party revenue on a GAAP basis for the first time.

In the first quarter of 2003, Neoforma’s total GAAP operating expenses were $19.4 million, a decrease of 9% from the $21.4 million in the first quarter of 2002, primarily as a result of a reduction in amortization of partnership costs. Adjusted operating expenses were $14.8 million in the first quarter, slightly better than the Company’s previously issued guidance and an increase of 18% from $12.5 million in the same quarter in the previous year, primarily due to increases in product development and selling and marketing expenses.

The Company reported a loss from operations on a GAAP basis of $16.1 million in the first quarter, an improvement over the $20.8 million loss in the first quarter of 2002. The Company achieved $5.5 million in EBITDA in the first quarter, a 159% increase from the $2.1 million in EBITDA achieved in the first quarter of 2002.

GAAP net loss and net loss per share in the first quarter of 2003 were $16.4 million and $0.93, respectively, as compared to $21.0 million and $1.29, respectively, in the first quarter of the previous year. Adjusted net income and adjusted net income per share were $5.2 million and $0.30, respectively, an increase over the $1.9 million and $0.12, respectively, reported in the first quarter of 2002. The $0.30 in adjusted net income per share in the first quarter of 2003 was equal to the First Call consensus estimate.

As of March 31, 2003, Neoforma’s cash, cash equivalents and short-term investments equaled $23.4 million. During the first quarter of 2003, free cash flow was negative $2.5 million, primarily due to Company-wide bonus payments related to full year 2002 performance payments of accounts payable and capital expenditures. Free cash flow is calculated as (in thousands):

Net cash used in operating activities:	$	(18,936	)
Amortization of partnership costs offset against related party revenue:		17,003
Purchases of property and equipment:		(538	)
Free cash flow:	$	(2,471	)

“Over the course of 2003, we expect to use our cash flow to continue to reduce our outstanding debt and invest in Neoforma’s growth,” states Andrew Guggenhime, chief financial officer. “While the payments we made during the first quarter resulted in negative free cash flow for the period, they increased our working capital and served to strengthen our balance sheet. In future periods, we expect to continue to strengthen our balance sheet through reductions in our outstanding debt.”

First Quarter 2003 Milestones

Neoforma continued its operational progress in the first quarter of 2003 with a number of significant milestones, including:

• Supporting $1.9 billion in marketplace volume;

• Launching an enhanced set of Web-based solutions designed to mirror the complex day-to-day business processes of hospitals and suppliers;

• Updating the Company’s corporate identity, complete with new logo and corporate Web site, to better support Neoforma’s focus on the customer and reflect its healthcare supply chain solutions leadership position;

• Releasing scheduled quarterly updates to the powerful Neoforma Order Management Solution (OMS) and Neoforma Contract Management Solution (CMS); and

• Strengthening the independence of the Company’s board of directors with the appointment of Edward A. Blechschmidt and the transitions of former related party directors Robert J. Baker, Mark McKenna and Curt Nonomaque from the board.

Web Cast Information

As previously announced, Neoforma will hold a conference call that will be simultaneously broadcast live over the Internet on Neoforma’s Web site today, Tuesday, April 29, 2003, at 5:00 p.m. (EDT). To access the call via the Web, please visit http://investor.neoforma.com. Interested parties should allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast. After the live call, the online archive of the broadcast will remain available on the site for one year.

Additional information presented on the conference call may be made available on the Presentations page of the investor relations section of the Company’s Web site at http://investor.neoforma.com. Any additional information presented will remain available on the site for one year.

Bob Zollars, chairman and chief executive officer of Neoforma, and Andrew Guggenhime, chief financial officer, will host the call. Topics discussed on the call will include the Company’s first quarter 2003 financial results, the status of Neoforma’s business and its outlook for future periods.

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’s Web-based solutions propel collaboration between hospitals and suppliers, driving operational efficiencies and cost savings for each. The Company’s solutions include Neoforma Contract Management Solution^™ (CMS), Neoforma Order Management Solution^™ (OMS), Neoforma Data Management Solution^™ (DMS) and Neoforma Materials Management Solution^™ (MMS). Neoforma serves over 1,200 customers, including many of the leading hospitals, GPOs and suppliers.

###

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 statements related to Neoforma’s early progress and foundations for 2003, the impact of EITF No. 01-9, the reduction of debt, the strengthening of the balance sheet, Neoforma’s leadership position, Neoforma’s efforts in assisting its hospital and supplier customers in creating efficiencies and reducing costs and the anticipated growth of Neoforma’s business. 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 willingness of hospitals and suppliers to accept Neoforma’s business model of providing supply chain management solutions for the healthcare industry, changes in interpretation of EITF No. 01-9, changes in Neoforma management’s priorities for uses of Neoforma cash flow and the ability of Neoforma to manage its growth and related technological challenges. These risks and other risks are described in Neoforma’s periodic reports filed with the SEC, including its Form 10-K for the year 2002. 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.

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.

Contacts:

Jen Reidy, Neoforma, media, 408.468.4189, jen.reidy@neoforma.com

Amanda Mogin, Neoforma, investors, 408.468.4251, amanda.mogin@neoforma.com

John Snyder, for Neoforma, investors, 206.262.0291, john@snyderir.com

NEOFORMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2002			2003
REVENUE:
Marketplace revenue:
Related party, net of amortization of partnership costs of $13,892 and $17,003 for the three months ended March 31, 2002 and 2003, respectively	$	—		$	997
Other		329			238
Total Marketplace revenue		329			1,235
Trading Partner Services revenue		283			2,067
Total revenue		612			3,302
OPERATING EXPENSES:
Cost of services		2,189			1,378
Operations		3,389			5,142
Product development		3,733			4,743
Selling and marketing		3,368			4,977
General and administrative		3,634			2,967
Amortization of intangibles		—			147
Amortization of partnership costs		5,250			—
Restructuring		(68	)		—
Write-down of non-marketable investments, net		(184	)		—
Loss on divested business		59			—
Total operating expenses		21,370			19,354
Loss from operations		(20,758	)		(16,052	)
OTHER EXPENSE		(233	)		(299	)
Net loss	$	(20,991	)	$	(16,351	)
NET LOSS PER SHARE:
Basic and diluted	$	(1.29	)	$	(0.93	)
Weighted average shares—basic and diluted		16,326			17,540

In addition to our consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (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 adjusted results when assessing the performance of its ongoing core operations, in making resource allocation decisions and for planning and forecasting. 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 March 31,
	2002			2003
REVENUE:
Marketplace revenue:
Related party	$	13,892		$	18,000
Other		329			238
Total Marketplace revenue		14,221			18,238
Trading Partner Services revenue		411			2,067
Total revenue		14,632			20,305
OPERATING EXPENSES:
Cost of services		1,807			1,265
Operations		2,758			2,290
Product development		3,024			4,251
Selling and marketing		2,664			4,500
General and administrative		2,238			2,454
Adjusted operating expenses		12,491			14,760
EBITDA		2,141			5,545
OTHER EXPENSE		(233	)		(299	)
Adjusted net income	$	1,908		$	5,246
ADJUSTED NET INCOME PER SHARE:
Basic	$	0.12		$	0.30
Weighted average shares—basic		16,326			17,540

(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 approximately $14.0 million and $17.0 million of amortization of partnership costs against related party revenue in its GAAP condensed consolidated statements of operations for the three months ended March 31, 2002 and 2003, respectively. As reclassifications, the application of EITF No. 01-9 had no impact on operating income, net income or net income per share. The excluded expenses, gains and losses consisted of depreciation, amortization of intangibles, amortization of deferred compensation, amortization of partnership costs, restructuring, write-down of non-marketable investments, net and loss on divested business.

NEOFORMA, INC.

RECONCILIATION OF ADJUSTED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS TO GAAP

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31, 2003
										GAAP Allocations
	Adjusted Results			Excluded Expenses, Gains and Losses			Application of EITF No. 01-9			Depreciation			Amortization of Deferred Compensation			GAAP Results As Reported
REVENUE:
Marketplace revenue:
Related party	$	18,000		$	—		$	(17,003	)	$	—		$	—		$	997
Other		238			—			—			—			—			238
Total Marketplace revenue		18,238			—			(17,003	)		—			—			1,235
Trading Partner Services revenue		2,067			—			—			—			—			2,067
Total revenue		20,305			—			(17,003	)		—			—			3,302
OPERATING EXPENSES:
Cost of services		1,265			—			—			97			16			1,378
Operations		2,290			—			—			2,790			62			5,142
Product development		4,251			—			—			361			131			4,743
Selling and marketing		4,500			—			—			305			172			4,977
General and administrative		2,454			—			—			180			333			2,967
Adjusted operating expenses		14,760
EBITDA		5,545
Depreciation		—			3,733			—			(3,733	)		—			—
Amortization of intangibles		—			147			—			—			—			147
Amortization of deferred compensation		—			714			—			—			(714	)		—
Amortization of partnership costs		—			17,003			(17,003	)		—			—			—
Total operating expenses					21,597			(17,003	)		—			—			19,354
Loss from operations					(21,597	)		—			—			—			(16,052	)
OTHER EXPENSE		(299	)		—			—			—			—			(299	)
Net income (loss)	$	5,246		$	(21,597	)	$	—		$	—		$	—		$	(16,351	)
NET INCOME (LOSS) PER SHARE:
Basic	$	0.30														$	(0.93	)
Weighted average shares—basic		17,540															17,540
	Three Months Ended March 31, 2003
										GAAP Allocations
	Adjusted Results			Excluded Expenses, Gains and Losses			Application of EITF No. 01-9			Depreciation			Amortization of Deferred Compensation			GAAP Results As Reported
REVENUE:
Marketplace revenue:
Related party	$	13,892		$	—		$	(13,892	)	$	—		$	—		$	—
Other		329			—			—			—			—			329
Total Marketplace revenue		14,221			—			(13,892	)		—			—			329
Trading Partner Services revenue		411			—			(128	)		—			—			283
Total revenue		14,632			—			(14,020	)		—			—			612
OPERATING EXPENSES:
Cost of services		1,807			—			—			292			90			2,189
Operations		2,758			—			—			523			108			3,389
Product development		3,024			—			—			513			196			3,733
Selling and marketing		2,664			—			—			362			342			3,368
General and administrative		2,238			—			—			332			1,064			3,634
Adjusted operating expenses		12,491
EBITDA		2,141
Depreciation		—			2,022			—			(2,022	)		—			—
Amortization of intangibles		—			—			—			—			—			—
Amortization of deferred compensation		—			1,800			—			—			(1,800	)		—
Amortization of partnership costs		—			19,270			(14,020	)		—			—			5,250
Restructuring		—			(68	)		—			—			—			(68	)
Write-down of non-marketable investments, net		—			(184	)		—			—			—			(184	)
Loss on divested business		—			59			—			—			—			59
Total operating expenses					22,899			(14,020	)		—			—			21,370
Loss from operations					(22,899	)		—			—			—			(20,758	)
OTHER EXPENSE		(233	)		—			—			—			—			(233	)
Net income (loss)	$	1,908		$	(22,899	)	$	—		$	—		$	—		$	(20,991	)
NET INCOME (LOSS) PER SHARE:
Basic	$	0.12														$	(1.29	)
Weighted average shares—basic		16,326															16,326

NEOFORMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

	December 31, 2002			March 31, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	23,277		$	22,416
Short-term investments		1,305			952
Accounts receivable, net of allowance for doubtful accounts		1,828			1,471
Related party accounts receivable		800			800
Prepaid expenses and other current assets		3,357			2,868
Total current assets		30,567			28,507
PROPERTY AND EQUIPMENT, net		16,821			13,627
INTANGIBLES, net of amortization		2,610			2,462
GOODWILL		1,414			1,414
CAPITALIZED PARTNERSHIP COSTS, net of amortization		166,451			149,604
NON-MARKETABLE INVESTMENTS		83			83
RESTRICTED CASH		1,020			1,020
OTHER ASSETS		1,844			1,734
Total assets	$	220,810		$	198,451
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable, current portion	$	4,000		$	3,651
Accounts payable		3,803			2,056
Accrued payroll		7,776			2,470
Other accrued liabilities		4,288			3,428
Deferred revenue, current portion		3,027			2,725
Total current liabilities		22,894			14,330
DEFERRED RENT		623			637
DEFERRED REVENUE, less current portion		1,689			1,001
OTHER LIABILITIES		105			83
ACCRUED INTEREST ON RELATED PARTY NOTES PAYABLE		2,516			2,761
NOTES PAYABLE, less current portion:
Due to related party		14,000			14,000
Other		152			54
Total notes payable, less current portion		14,152			14,054
STOCKHOLDERS’ EQUITY:
Common Stock $0.001 par value:
Authorized—300,000 shares at March 31, 2003
Issued and outstanding: 17,691 and 17,867 shares at December 31, 2002 and March 31, 2003, respectively		18			18
Warrants		80			80
Additional paid-in capital		814,162			815,317
Notes receivable from stockholders		(6,460	)		(5,457	)
Deferred compensation		(2,649	)		(1,702	)
Unrealized loss on available-for-sale securities		—			—
Accumulated deficit		(626,320	)		(642,671	)
Total stockholders’ equity		178,831			165,585
Total liabilities and stockholders’ equity	$	220,810		$	198,451

NEOFORMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2002			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,991	)	$	(16,351	)
Adjustments to reconcile net loss to net cash used in operating activities:
Employee stock compensation		—			10
Provision for doubtful accounts		83			54
Depreciation and amortization of property and equipment		2,022			3,733
Amortization of intangibles		—			147
Amortization of partnership costs classified as an operating expense		5,250			—
Amortization of deferred compensation		1,800			714
Amortization of deferred debt costs		105			—
Loss on divested business		59			—
Accrued interest receivable on stockholder notes receivable		(18	)		(17	)
Accrued interest payable on related party notes payable		—			245
Change in assets and liabilities, net of divestitures:
Restricted cash		500			—
Accounts receivable		556			303
Prepaid expenses and other current assets		(1,584	)		488
Other assets		6			110
Accounts payable		1,283			(1,747	)
Accrued liabilities and accrued payroll		(2,168	)		(5,649	)
Deferred revenue		52			(990	)
Deferred rent		37			14
Net cash used in operating activities		(13,008	)		(18,936	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable investments		—			(700	)
Proceeds from the sale or maturity of marketable investments		—			1,053
Purchases of property and equipment		(1,112	)		(538	)
Net cash used in investing activities		(1,112	)		(185	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Amortization of partnership costs offset against related party revenue		14,020			17,003
Repayments of notes payable		(911	)		(447	)
Cash received related to options exercised		78			149
Proceeds from the issuance of common stock under the employee stock purchase plan		276			506
Common stock repurchased, net of notes receivable issued to common stockholders		—			(2	)
Collections of notes receivable from stockholders		5			1,051
Net cash provided by financing activities		13,468			18,260
Net decrease in cash and cash equivalents		(652	)		(861	)
Cash and cash equivalents, beginning of period		14,096			23,277
Cash and cash equivalents, end of period	$	13,444		$	22,416