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Form 10-K

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(Mark One)

or

Commission file number: 000-29377

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Landacorp, Inc.

Eugene J. Miller
President and Chief Executive Officer 4151 Ashford Dunwoody Road, Suite 505
Atlanta, Georgia 30319
(404) 531-9956

(Address, including zip code, or registrant’s principal executive offices and telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of Act). Yes o No x

     The aggregate market value of the voting and non-voting common stock held by persons other than those who may be deemed affiliates of the Company as of June 30, 2003, was $13,766,858. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

     The number of shares of the Registrant’s Common Stock outstanding as of March 22, 2004 was 16,182,445

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant’s Proxy Statement for its 2004 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission, are incorporated by reference to Part III of this Form 10-K Report.

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LANDACORP, INC.
2003 ANNUAL REPORT ON FORM 10-K

INDEX

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PART I

     This report contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to the Company that are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company. Examples of such forward-looking statements include projections of our future results of operations or of our financial condition and plans to hire additional personnel; our market opportunities; deployment, capabilities and uses of our products and services; advantages and advancements that may be enabled by our products; product development and product innovations; developments in the healthcare and population health management industries, including changes in the applicable regulatory environment; expansion of our intellectual property portfolio; growth in our research and development, sales, marketing and general administrative expenses; and anticipated trends in our business. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, Landacorp’s dependence on a limited number of products with limited market acceptance and other risk factors that are discussed in this Form 10-K and the Company’s other filings with the SEC. Such statements reflect the judgment of the Company as of the date of this annual report on Form 10-K with respect to future events, the outcome of which is subject to certain risks, including the risk factors set forth below, which may have a significant impact on the Company’s business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. Landacorp undertakes no obligation to update forward looking statements.

     Landacorp, Maxsys II, maxMC, and Managing for Tomorrow are trademarks or registered trademarks of Landacorp, Inc. All other trademarks are the property of their respective owners.

Item 1. Business

Overview

     Landacorp provides population health management solutions to healthcare payer and delivery organizations. Our innovative predictive modeling and chronic condition management programs work together with our Internet- and Windows®-based medical management software to deliver comprehensive solutions that can help our clients better manage their at-risk patient populations. This can result in prevented and reduced cost, while improving health outcomes. Combined, our products and services comprise a unique set of capabilities that support our customers across the continuum of patient care.

     Landacorp’s care management solutions — our predictive modeling and chronic condition management capabilities — help health plans and other payers identify and intervene with members who have health conditions like asthma, diabetes and heart disease and are at risk for potentially high predicted expenditure outcomes associated with their condition. These member-focused solutions help our clients manage the health of these members through the delivery of consistent and appropriate educational information and self-management materials, or through referral to the customer’s nurse case managers. Taken together, Landacorp’s care management solutions allow customers to integrate targeting capabilities with a wide range of multi-disease intervention solutions to reach identified at-risk members. These programs also support our clients’ branding and marketing efforts by helping them build stronger, more binding relationships with their members through the communication tools and methodologies used to deliver information.

     Landacorp’s medical management software solutions help healthcare payers, and hospitals and healthcare delivery systems manage the cost and care of their patients by documenting treatment, ensuring that clinical guidelines and government compliance requirements are met, and by automating the workflow and processes surrounding care coordination activities. These applications use customer-defined business process rules to streamline administrative and business processes; facilitate interaction among various healthcare participants; and minimize inefficient paper-, fax- and phone-based communications. Our software solutions utilize an n-tiered system architecture that enables them to complement existing information systems, as well as other Internet-based products, with a rich set of functions. They are flexible and secure, and can be deployed across a broad range of computing environments. They are also scalable, allowing our customers to configure and adapt them to fit their unique administrative and business requirements and processes.

     Landacorp was incorporated on April 27, 1982 as Landa Management Systems Corporation, a California corporation. We reincorporated as Landacorp, Inc., a Delaware corporation, on December 3, 1999. In October of 2000, we acquired ProMedex, Inc., which provides our Managing for Tomorrow^® member-driven chronic condition management products. In November 2000, we

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acquired PatientCentrix, Inc., which provides our care analytics, predictive modeling and targeting solutions. These capabilities comprise our care management solutions.

     Landacorp offers four solutions to healthcare payers. maxMC™ and e-maxMC, its web-enabling application, are our medical management software products for this market. Our Managing for Tomorrow programs are a unique, high-tech/light-touch approach to chronic condition management that is designed to improve member self-management skills. These skills are essential to reducing modifiable risks associated with chronic diseases, pregnancy, smoking, weight management, and general wellness. Our care analytics solutions provide disease management predictive modeling and interventional targeting workflow software. As of December 31, 2003, 20 payer organizations that claim to have a combined membership of approximately 37 million participants were using our products, all of which are being implemented or are operational and in use among our client base.

     Our solutions benefit payers by:

•		analyzing data to identify and target health plan members with chronic conditions who are at risk for an acute-care episode;
•		providing interventional software to support the health plan in engaging with members to modify their behavior prior to a costly acute-care episode;
•		providing intervention services to members with chronic diseases;
•		providing members with health kits and educational information relevant to their disease type and disease states;
•		providing general wellness programs such as smoking cessation and weight management;
•		aggregating member data for trend analysis and decision support;
•		automating and streamlining administrative and business processes, and clinical procedures and transactions to enhance operational efficiencies;
•		increasing adherence to clinical guidelines to reduce delivery of inappropriate care;
•		enhancing member satisfaction and supporting their marketing, branding and service efforts by providing consumer, member, or patient access to products, services and educational materials via the use of multiple media; and
•		providing additional revenue opportunities.

     Members benefit from:

•		increased access to health information content;
•		empowerment and self-care, including participation in case management, disease management and wellness programs; and
•		improved information flow such as referral tracking, claims status inquiries and personal information updating.

     Maxsys II^TM is our medical management software product for hospital and healthcare delivery systems. As of December 31, 2003, approximately 125 hospitals were using Maxsys II or its predecessor, Maxsys I, which we no longer market, but continue to support with a maintenance program.

     Our solutions benefit hospitals and healthcare delivery organizations providers by:

•		automating and streamlining administrative and business processes and clinical procedures and transactions to enhance operational efficiencies;
•		reducing payment denials and claims appeals by payers;
•		increasing quality and consistency of care;

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•		improving the efficiency of incident reporting and reducing the risk of legal liability;
•		assisting with accreditation and administration of compliance programs; and
•		aggregating data for trend analysis and decision support.

   Products

     Landacorp’s population health management solutions are identified under two solutions groups: Care Management and Medical Management Software. For the year ended December 31, 2003, these product groups accounted for 57% and 43% of revenue, respectively. See Note 14 to the financial statements for further information on our operating segments.

   Care Management

     Our Care Management solutions are comprised of our Care Analytics predictive modeling and targeting capabilities and our Managing for Tomorrow chronic condition management programs.

     Landacorp’s Care Analytics capabilities provide data compilation, warehousing and analysis solutions that help payer organizations identify and intervene with their potentially high-cost members. These solutions have been designed to help improve the efficiency and results of health and disease management programs by helping reduce healthcare costs through early identification and intervention with high-risk members. This is achieved by identifying the potentially high-cost sub-set of a health plan’s members and facilitating interventions with them before serious health problems occur. As a result, health plans can save significant medical management expense, while helping prevent members from experiencing acute, adverse health episodes that may require hospitalizations.

     These predictive modeling and database building applications provide a full-service solution for targeted and proactive ambulatory care management needs. They support large-scale implementation of patient-centric healthcare management by managing and analyzing a variety of sources of claims data (e.g., medical claims, prescription data, membership, UR data and lab data) to facilitate rapid claims warehousing, and patient-centric and provider profiling for over 20 disease states. Patients are stratified according to their degree of risk, allowing an organization to appropriately deploy resources and programs.

     Our Managing for Tomorrow programs empower consumers to become active participants in managing their health. This is achieved by connecting patients, providers and health plans to improve self-management skills that are essential to reducing modifiable risks associated with chronic diseases, pregnancy, smoking, weight management, and general wellness. Managing for Tomorrow is a Landacorp-developed approach to health management that uses technologies including the Internet, advanced telephony, and conventional media to contact, profile, stratify and intervene with a health plan’s members. Based on their responses to a health risk assessment, a customized, informative health guide is created for each respondent and is provided along with lab test kits (if appropriate). Program participants use these tools to help self-manage their condition and to enhance their relationship with their physician. Participants who require intervention from a registered nurse are electronically transferred to the health plan’s case management department for follow-up. These care managers can then work with the participant utilizing Landacorp’s Web-based case management tool. Outcomes measurement and reporting are built into all programs. All intervention programs include communications tools to facilitate providers and patients working together.

     Landacorp provides Managing for Tomorrow programs for the following health conditions: asthma, cardiac disease, congestive heart failure, diabetes, pregnancy risk management, weight management, hypertension and smoking cessation. Through these programs, participants can achieve an improved quality of life from better self-management skills and treatment compliance; improved healthcare access; early detection and preventive care options. The Managing for Tomorrow programs and services do not require additional staffing, software or hardware, and are fully compatible with existing internal programs. Additionally, they include tools for risk prioritization, personal guides for member self-management, goal setting, incentives and re-evaluations.

     Health plans can realize the following benefits from these programs:

•		Reduced direct cost of care for many chronic conditions;
•		Improved patient and clinical compliance and outcomes;

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•		Improved multiple Health Plan Employer Data and Information Set (HEDIS®) scores while providing outcomes monitoring;
•		Enhanced formulary compliance through education and provider feedback;
•		Strengthened relationships with members;
•		Market differentiation;
•		Enhanced branding; and
•		Additional revenue opportunities.

     Program sponsors, such as employers, can benefit from:

•		Reduced healthcare costs;
•		Reduced absence from work;
•		Improved productivity; and
•		Improved employee morale.

     Participants can benefit from:

•		Improved knowledge of their condition;
•		Improved self-management skills;
•		Regular monitoring of their condition;
•		Improved quality of life and sense of well-being; and
•		Strengthened relationships with their healthcare provider.

   Medical Management Software

     Landacorp is currently one of only a few companies with the expertise to provide medical management software to both healthcare delivery and payer organizations. Our Maxsys II, maxMC and e-maxMC software products and applications help hospitals and health plans deliver high quality patient care while managing cost by documenting treatment, ensuring that care guidelines and government compliance requirements are met, and by automating the workflow and processes surrounding care coordination activities.

     Maxsys II was developed to help hospitals and integrated delivery systems automate the critical business functions required in today’s healthcare delivery environment, as well as help minimize many of the risks associated with providing patient care. Maxsys II achieves this through an integrated suite of quality and resource management modules, workflow and process improvement applications, and decision support capabilities that manage and coordinate the care process both with payers and within a healthcare delivery organization.

     For payer organizations, our maxMC product automates and simplifies many of the administrative and care-planning activities associated with administering healthcare plans to large member populations. maxMC places the member at the hub of all activities to facilitate complex processes, including eligibility, authorizations, and tracking of plans. As a result, payers can more efficiently administer their plans and support the delivery of a high quality, cost-effective continuum of care to their members.

     With e-maxMC, Landacorp provides Web-enabling companion software to maxMC that allows health plans and provider organizations to interact over the web to achieve more timely and cost-effective medical management. Authorized users can interact with a hosting payer organization for a variety of applications using web browsers and industry-standard protocols.

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     The flexible and open design of our medical management software solutions enables us to configure them to address our customers’ evolving needs and specific clinical, administrative and business requirements. Among their key features are:

•		Rules Based Processing Capabilities. Our workflow engine utilizes a series of customized “if . . . then . . .” associations to trigger actions based upon changes in the state of any data within the database (e.g., automatically notifying a case manager if a high-risk authorization is requested).
•		Clinical Guidelines Integrated into Workflow Applications. Our solutions incorporate industry standard clinical guidelines and specific medical management criteria provided by our customers into automated authorization, case management and disease management workflow processes.
•		Interfacing Capabilities. We have built more than 250 interfaces, which enable efficient integration of our medical management solutions with other data systems. An interface is a method for transferring data from one system to another and a point at which a user can automatically launch a third-party program from within a given data system.
•		Trend Analysis and Decision Support Tools. Our solutions enable healthcare personnel to view data in graphical formats to identify trends and spend more time resolving issues rather than identifying them.

     maxMC is Landacorp’s core medical management solution for payers. maxMC integrates a payer’s internal medical management guidelines and clinical, administrative and business processes with specific information about a payer’s members. Key functions of this product include:

•		Care Coordination Center. This function verifies membership and benefits eligibility and incorporates industry standard clinical guidelines, including InterQual® and Milliman & Robertson Care Guidelines, and criteria provided by the payer into the treatment decision process to ensure consistent decisions about care across member populations. Medical management staff may intervene early to maximize the member’s benefits and alternatives for care, while ensuring coordination of services from home through acute and outpatient care. Completed decisions may then be promptly and directly exported to the claim adjudication system.
•		Case and Disease Management. This function supports both case management and disease management programs using a combination of clinical disease assessment protocols selected by the client. The client can apply these protocols to determine appropriate levels of care, perform short- and long-term care planning and minimize costly unnecessary procedures. The client can deploy health assessments to identify members requiring case or disease management, care planning or healthcare education.
•		Credentialing. This function assists with maintenance and review of healthcare provider credentials by automating the maintenance and review of physician and other care provider information, such as continuing medical education credits, medical board certifications and records of disciplinary and other adverse actions. Using this function, a payer can efficiently send requests for data to the National Practitioner Data Bank and other governmental bodies, and receive and incorporate that data in its systems for use in regulatory compliance and other decision-making.

     e-maxMC is our web-enabling medical management application for payers. e-maxMC, introduces providers and members into payers’ internal medical management systems by combining the immediate and broad-based connectivity of the Internet with the medical management functions of our maxMC solution. e-maxMC enables providers and members to access a payer’s secure medical management information and proprietary business processes, allowing them to engage in real-time via Internet-based transactions such as clinically-based authorizations, referrals and health risk assessments.

     e-maxMC enables the following Web-based interactions between payers and providers:

•		Referral Advice. Online notification to payers of referrals to specialists and others by primary care physicians.
•		Treatment Requests and Communications. Affords primary care physicians and specialists a medium for conducting online eligibility checks, requests for care, clinical criteria analysis and benefits checks, in each case, in accordance with individual payers’ requirements.

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•		Assignment of Care. Online capability for primary care physicians to assign care management to appropriate specialists.
•		Cross-coverage. Online notification by one primary care physician that another primary care physician will provide coverage for a specific period of time.
•		Case and Disease Management Program Enrollment. Online requests that patients be considered for enrollment in a particular case or disease management program.
•		Inpatient Admission. Online notification by an inpatient facility that a member has been admitted.
•		Health Risk Assessment. Online completion of health risk assessments by primary care physicians and specialists.

     e-maxMC enables the following Web-based interactions between payers and their members:

•		Information Exchange. Online reviewing and updating of member demographic information and checking of plan benefit and claim status information.
•		Physician Selection. Online selection of primary care physician in accordance with payer-specific policies from up-to-date lists of in-network physicians.
•		Health Risk Assessment. Online completion of health risk assessments by members.

     Maxsys II is Landacorp’s medical management solution for hospitals and healthcare delivery organizations. It enables them to improve communications and apply more efficient workflow tools to the healthcare delivery process. Maxsys II is the successor to our Maxsys I product, which we no longer market but continue to support with a maintenance program. Key functions of our Maxsys II solution include:

•		Case/Utilization Management. This function helps ensure that patients receive appropriate levels of care and minimizes expenses associated with inappropriate and unduly lengthy hospital stays. It enables providers to reduce inefficient use of human resources and reduce denials of reimbursement by payers resulting from failure to follow payer guidelines. Our provider customers achieve these outcomes through the automation of the initial evaluation and on-going review of patient care in order to monitor compliance with clinical guidelines, including guidelines provided by the provider customer and industry standard clinical guidelines, such as InterQual and Milliman & Robertson Care Guidelines.
•		Quality Management. This function helps identify deficiencies in patient care or provider performance and alerts process improvement personnel in order to promote early intervention. It allows a provider organization’s staff to monitor and evaluate care processes, treatments, operative procedures and outcomes. It also permits quality managers to better monitor high-cost, high-risk procedures and to enforce quality initiatives by providing variance reporting, process monitoring and centralized data.
•		Risk Management. This function helps to reduce financial losses by automating and supporting timely and thorough investigations, interventions, communication and education regarding potential and actual claims. This function enables a provider organization’s risk management staff to be notified instantly as incidents are reported by personnel anywhere within the organization. The function also supports efficient management, tracking and analysis of potential and asserted claims by patient/episode, staff members, physicians, allied health professionals and visitors.
•		Infection Control. This function facilitates effective management of epidemiology and analysis of treatment protocols based on the National Nosocomial Infections Study model, which reports the national standards for epidemiological studies. The function eliminates redundant manual data entry by extracting pertinent data from other sources in a provider organization’s information technology system and from data collected by case and quality management staff.
•		Credentialing. This function supports the tracking of provider (i.e.; physician) credentials by automating the maintenance and review of care provider information such as continuing medical education credits, medical board certifications and records of disciplinary and other adverse actions. It also facilitates the exchange of data with the National Practitioner Data bank and other governmental bodies.

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       Services

     We offer our payer and provider customers comprehensive implementation and consulting services.

     Care management:

•		disease management call center design and implementation;
•		disease management intervention training;
•		actuarial and other consulting services;
•		marketing tools and support;
•		call center support services; and
•		fulfillment and distribution facilities and services.

     Medical Management software:

•		project management;
•		identification of customer-specific system requirements;
•		consideration of interactions between our solutions and our customer’s information systems and designing appropriate administrative, clinical and business processes;
•		building proprietary interfaces to other systems and configuring hardware and software to support the customer’s administrative, clinical and business processes;
•		training customer personnel;
•		delivery of our software solutions via an application service provider (ASP) model;
•		designing and implementing branding strategies and sticky applications based on our care management solutions;
•		determining hardware and software requirements; and
•		providing general health content, disease management tools and e-commerce capabilities.

   Customers

     Landacorp targets payer organizations with membership ranging from 50,000 to several million covered lives. We currently serve 20 payer organizations that claim to have a combined membership of approximately 37 million participants. Our top healthcare payer customers are Aetna, Highmark (Blue Cross Blue Shield of Western Pennsylvania), WellPoint, Blue Cross Blue Shield of North Carolina, Blue Cross and Blue Shield of South Carolina, Great West (part of Great West Life Assurance Company), Blue Cross and Blue Shield of Illinois, United Healthcare, Independence Blue Cross and Blue Shield, and Renal Management Systems (a subsidiary of Baxter International Inc.). Highmark, Blue Cross and Blue Shield of North Carolina, Wellpoint, Independence Blue Cross and Blue Shield and Renal Management Systems are currently using our maxMC solution. Renal Management utilizes maxMC’s disease management functionality, which was implemented using a central database and twenty-two remote satellite operations throughout the United States. Blue Cross and Blue Shield of North Carolina is also using our e-maxMC Web-enabling solution. Aetna, Blue Cross and Blue Shield of South Carolina, Blue Cross and Blue Shield of Illinois, United Healthcare and Great West utilize our care management solutions.

     During 2003, Great West, United Healthcare, Blue Cross and Blue Shield of South Carolina, and Independence Blue Cross and Blue Shield accounted for 21%, 15%, 15%, and 11% of our revenue, respectively. The loss of, or a reduction in sales to, any of our

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current customers or our failure to sell our products and services to additional customers would significantly reduce our future revenues and negatively impact our results of operations, our stock price and our future viability. In December 2003, the Company announced that Great West has elected not to renew its disease management programs. The contract with Great West expires in May 2004.

     We target hospitals and healthcare delivery organizations with licensed beds ranging from several thousand to as few as 250. We currently serve approximately 125 such organizations. Among our leading provider customers are Rush Presbyterian-St. Luke’s Medical Center, University of Texas M. D. Anderson Cancer Center, BJC Health System, Atlantic Health System, Baptist Healthcare Systems, Inc., and New York and Presbyterian Healthcare System. Many of our hospital provider customers continue to use Maxsys I, the predecessor of Maxsys II, which we no longer market, but continue to support with a maintenance program.

   Technology

     We believe that our proprietary technology platforms provide us with a competitive advantage. Our products utilize n-tiered and Web architecture systems derived from our proprietary object oriented software foundation. Through the application of middleware platforms or service-oriented applications that include business rules and service functions, our technology supports our population health management solutions by ensuring high availability and scalability. Additionally, the solutions are designed with complementary tool kits that enable powerful customizations and extensions that are specific to each implementation. We currently employ both Oracle® and Microsoft® SQLServer database management systems to support the data storage requirements of our solutions.

     We have developed an open architecture standard, allowing separate functional components to run on several different hardware platforms. Maxsys II and maxMC are based on the leading fourth generation language of PowerBuilder™ and run on standard Intel®-compatible personal computers accessing Oracle databases. Our common object request broker architecture, or CORBA, based rules engine runs on Microsoft Windows™-NT and Windows™ 2000. e-maxMC, which utilizes Java®, Java Servelets, Enterprise Java Beans™ (EJB), and XML for its functionality and either Microsoft’s Internet Explorer™ or Netscape’s Netscape Communicator™ browsers for the provider interface, makes use of any Internet capable system with the application itself being served by leading UNIX® or Microsoft NT platforms. Our data interface engine operates on the leading UNIX or Microsoft NT/2000 platforms. Additional servers may be placed in the system, such as report servers, fax servers or additional web/application servers, in order to ensure scalability and fault tolerance without performance loss. The interaction of all these services, applications, and middleware makes the system truly n-tiered, rather than two-tiered (client/server) or three-tiered (client/application/server). Our Care Analytics predictive modeling and targeting applications have been developed using Visual Basic and runs on the same desktop platforms accessing Microsoft SQLServer databases. Our Managing for Tomorrow program utilizes Oracle databases, Interactive Voice Response and Web-based front-ends with PLSQL to script out the health risk assessment rules.

     Total research and development expenditures, including expenditures for our IT Operations in Care Management, for 2001, 2002 and 2003 were $6,361,000, $5,351,000, and $4,780,000, respectively.

   Competition

     The market for our population health management solutions is highly competitive and is characterized by rapidly changing technology, evolving user needs and the frequent introduction of new products and services. Our care management products compete against disease management companies including American Healthways, CorSolutions, Lifemasters and Matria Healthcare. Our principal competitors in the medical management software payer market are HPR (a subsidiary of McKesson HBOC), MEDecision, TriZetto, and others. In the medical management software healthcare delivery market, we compete against MIDS (a division of Affiliated Computer Systems, Inc.), SoftMed Systems and others.

     We believe that the absence of vendors capable of providing flexible, stand-alone medical management and care management products and service, as well as an integrated population health management solution to support the continuum of patient care represents a significant market opportunity for Landacorp. We expect that competition will continue to increase as a result of consolidation in the Internet, information technology and healthcare industries. We believe that the principal factors affecting competition in our markets include product functionality, performance, flexibility and features, use of open standards technology, quality of service and support, company reputation, price, scalability and overall cost of ownership.

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Intellectual Property and Proprietary Rights

     We depend upon our proprietary information and technology. We rely primarily on a combination of copyright, trademark and trade secret laws and license agreements to establish and protect our rights in our software products and other proprietary technology. Landacorp requires employees and third-party consultants and contractors to enter into nondisclosure agreements to limit use of, access to, and distribution of, our proprietary information. Nevertheless, our means of protecting our proprietary rights may not be adequate to prevent misappropriation. The laws of some foreign countries may not protect our proprietary rights as fully or in the same manner as do the laws of the United States. Also, despite the steps taken by us to protect our proprietary rights, unauthorized third parties may be able to copy aspects of our products, reverse engineer our products or otherwise obtain and use information that we regard as proprietary. Furthermore, others may independently develop technologies similar or superior to our technology, or design around the proprietary rights that we own.

  Government Regulation

     Participants in the healthcare industry, such as our payer and provider customers, are subject to extensive and frequently changing laws and regulations, including laws and regulations relating to the confidential treatment and secure transmission of healthcare information such as patient medical records. Legislators at both the state and federal levels have proposed additional legislation relating to the use and disclosure of medical information, and the federal government is likely to enact new federal laws or regulations in the near future. Pursuant to the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Department of Health and Human Services, or DHHS, has proposed regulations setting forth security and privacy standards for all health plans, clearinghouses and providers to follow with respect to an individual’s healthcare information that is electronically transmitted, processed, or stored. In addition, Congress is currently considering various legislative proposals regarding security related to health information.

     Since both our provider customers and payer customers must comply with HIPAA, its associated regulations and all other applicable healthcare laws and regulations, Landacorp is taking the appropriate steps to ensure that our products and business practices are HIPAA-ready. Accordingly, in order for our medical management solutions to be marketable, they must contain features and functionality that allow our customers to comply with these laws and regulations, and we have established an ongoing program to ready our products and our employees to comply with HIPAA’s final security rules. We believe our products currently allow our customers to comply with existing laws and regulations. However, because new regulations are yet to come and because the proposed regulations may be modified prior to becoming final, our products may require modification in the future. Such modifications will become part of our standard maintenance releases and upgrades. Any such modification could be expensive, could divert resources away from other product development efforts or could delay future releases or product enhancements. If we fail to offer solutions that permit our customers to comply with applicable laws and regulations our business will suffer.

     In addition, laws governing healthcare payers and providers are often not uniform among states. This could require us to undertake the expense and difficulty of tailoring our products in order for our customers to be in compliance with applicable state and local laws and regulations.

     The Internet and its associated technologies are also subject to government regulation. Many existing laws and regulations, when enacted, did not anticipate the methods of Internet-based medical management solutions we offer. We believe, however, that these laws and regulations may nonetheless be applied to us. Current laws and regulations which may affect our Internet-based business relate to the following:

•		patient medical record information;
•		the electronic transmission of information between healthcare providers, payers, clearinghouses and other healthcare industry participants;
•		the use of software applications in the diagnosis, cure, treatment, mitigation or prevention of disease;
•		health maintenance organizations, insurers, healthcare service providers and/or employee health benefit plans; and
•		the relationships between or among healthcare providers.

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We expect to conduct our Internet-based business in substantial compliance with all material federal, state and local laws and regulations governing our operations. However, the impact of regulatory developments in the healthcare industry is complex and difficult to predict, and our business could be adversely affected by existing or new healthcare regulatory requirements or interpretations. These requirements or interpretations could also limit the use of the Internet for our medical management solutions or even prohibit the sale of a particular product or service.

     Because of the Internet’s popularity and increasing use, new laws and regulations with respect to the Internet are becoming more prevalent. Such laws and regulations have covered, or may cover in the future, issues such as:

•		security, privacy and encryption;
•		pricing;
•		taxation;
•		content;
•		copyrights and other intellectual property;
•		contracting and selling over the Internet;
•		distribution; and
•		characteristics and quality of services.

     Moreover, the applicability to the Internet of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain and may take years to resolve. Demand for our Internet-based applications and services may be affected by additional regulation of the Internet. Any new legislation or regulation regarding the Internet, or the application of existing law and regulations to the Internet, could adversely affect our business. Additionally, while we do not currently operate outside of the United States, the international regulatory environment relating to the Internet market could have an adverse effect on our business, especially if we expand internationally.

     The growth of the Internet, coupled with publicity regarding Internet fraud, may also lead to the enactment of more stringent consumer protection laws. These laws may impose additional burdens on our business. The enactment of any additional laws or regulations in this area may impede the growth of the Internet, which could decrease our potential revenues or otherwise cause our business to suffer.

  Employees

     As of December 31, 2003, we employed 150 employees.

     Our success depends on our continued ability to attract and retain highly skilled and qualified personnel. Competition for such personnel is intense in the information technology industry, particularly for talented software developers, service consultants, and sales and marketing personnel. We may not be able to attract and retain qualified personnel in the future.

     We employ an internal direct sales force. We have eight employees directly involved in the sales effort.

     Our employees are not members of any labor union. We consider our relations with our employees to be good.

Item 2. Properties

     The Company maintains offices in Atlanta, Georgia; Chico, California; and Raleigh, North Carolina. All properties are under lease. We have under leases approximately 61,000 square feet of office space, of which approximately 53,000 is currently utilized. We anticipate that our current facilities are adequate for our current needs.

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Item 3. Legal Proceedings

On March 1, 2004, the Company and SHPS Holdings, Inc. (SHPS) announced that they have signed a definitive agreement to merge a wholly owned subsidiary of SHPS with the Company (the “Merger”). The Company’s shareholders will receive $3.09 per share in cash, and the Company will become a wholly owned subsidiary of SHPS Holdings, Inc. and its affiliates. The transaction is valued at approximately $56 million. On March 3, 2004, a putative class action complaint was filed on behalf of the stockholders of the Company in the Superior Court of Fulton County, Georgia against the Company and certain current and former members of the Company’s Board of Directors in connection with the Merger between the Company and a wholly owned subsidiary of SHPS Holdings, Inc. (“SHPS”). The complaint alleges, among other things, that the Company’s directors breached their fiduciary duties in connection with approving the Merger. The complaint seeks declaratory relief and injunctive relief with respect to the Merger, including an injunction preventing consummation of the Merger. The complaint also seeks unspecified compensatory damages, punitive damages, and fees and costs. A notice of voluntary dismissal without prejudice was filed with the court on March 26, 2004.

     Additionally, from time to time, we are involved in legal proceedings incidental to the conduct of our business. The outcome of these claims cannot be predicted with certainty. We do not believe that the legal matters to which we are currently a party are likely to have a material adverse effect on our results of operation or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

     As of March 23, 2004, there were approximately 170 registered holders of our common stock. Our common stock is currently listed for quotation on the NASDAQ Stock Market’s SmallCap Market System under the symbol “LCOR”. From our Initial Public Offering in February 2000 until November 2002, the Company’s common stock was listed on the NASDAQ National Market System. The following table sets forth for the period indicated, the high and low prices of our common stock as quoted in the NASDAQ Stock Market’s National Market System for periods prior to the fourth quarter of 2002, and as quoted in the NASDAQ Stock Market’s SmallCap Market System thereafter:

     We have not paid any dividends since our inception and do not intend to pay any dividends on our capital stock in the foreseeable future.

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  Equity Compensation Plan Information

     The following table provides information as of December 31, 2003 with respect to the shares of the Company’s Common Stock that may be issued under the Company’s existing equity compensation plans.

(1)

As of December 31, 2003, 26,000 shares were subject to outstanding options under the 1984 Incentive Stock Option Plan, 127,000 shares were subject to outstanding options under the 1995 Equity Incentive Plan, 2,520,056 shares were subject to outstanding options under the 1998 Equity Incentive Plan and 295,125 shares were subject to outstanding options under the Capitated Disease Management Services, Inc. Stock Compensation Program, which was assumed in connection with the acquisition of PatientCentrix.

(2)

Consists of shares available for future issuance under the 1998 Equity Incentive Plan and the 1999 Employee Stock Purchase Plan. As of December 31, 2003, an aggregate of 470,375 shares of Common Stock were available for issuance under the 1999 Employee Stock Purchase Plan and 1,937,339 shares of Common Stock were available for issuance under the 1998 Equity Incentive Plan.

Item 6. Selected Financial Data

SELECTED FINANCIAL DATA
(In thousands, except per share data)

     You should read the following selected financial data in conjunction with our financial statements and their related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report. We derived the following statement of operations data for the years ended December 31, 2001, 2002 and 2003, and the balance sheet data as of December 31, 2001, 2002 and 2003, from the audited financial statements included at the end of this report. We derived the following statement of operations data for the year ended December 31, 1999 and 2000 and the balance sheet data as of December 31, 1999, 2000 and 2001 from audited financial statements not included elsewhere in this report.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     Landacorp provides population health management solutions to healthcare payer and delivery organizations. Our innovative predictive modeling and chronic condition management programs work together with our Internet- and Windows®-based medical management software to deliver comprehensive solutions that can help our clients better manage their at-risk patient populations. This can result in prevented and reduced cost, while improving health outcomes. Combined, our products and services comprise a unique set of capabilities that support our customers across the continuum of patient care.

     Landacorp’s care management solutions — our predictive modeling and chronic condition management capabilities — help health plans and other payers identify and intervene with members who have health conditions like asthma, diabetes and heart disease and are at risk for potentially high predicted expenditure outcomes associated with their condition. These member-focused solutions help our clients manage the health of these members through the delivery of consistent and appropriate educational information and self-management materials, or through referral to the customer’s nurse case managers. Taken together, Landacorp’s care management solutions allow customers to integrate targeting capabilities with a wide range of multi-disease intervention solutions to reach identified at-risk members. These programs also support our clients’ branding and marketing efforts by helping them build stronger, more binding relationships with their members through communication tools and methodologies used to deliver information.

     Landacorp’s medical management software solutions help healthcare payers, and hospitals and healthcare delivery systems manage the cost and care of their patients by documenting treatment, ensuring that clinical guidelines and government compliance requirements are met, and by automating the workflow and processes surrounding care coordination activities. These applications use customer-defined business process rules to streamline administrative and business processes; facilitate interaction among various healthcare participants; and minimize inefficient paper-, fax- and phone-based communications. Our software solutions utilize an n-tiered system architecture that enables them to complement existing information systems, as well as other Internet-based products, with a rich set of functions. They are flexible and secure, and can be deployed across a broad range of computing environments. They are also scalable, allowing our customers to configure and adapt them to fit their unique administrative and business requirements and processes. As of December 31, 2003, 20 payers who claim to have a combined membership of approximately 37 million participants were using our payer solutions, and approximately 125 hospital providers were using our provider solutions. We have historically derived revenues from the installation and licensing of our maxMC and Maxsys solutions, sublicensing third-party software applications as part of system implementations and delivery of post-contract customer support, training and consulting services. We are currently focusing our primary development, sales and marketing efforts on our Care Management and Medical Management solutions. Although we do not anticipate future system sales or enhancements of Maxsys I medical management software product, we continue to provide maintenance services to, and receive maintenance fees from, customers who purchased this

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product in the past. We plan to continue to support Maxsys I for the foreseeable future as a service to such customers and pursuant to ongoing contractual obligations.

     During the year ended December 31, 2003, 57% and 43% of revenue was generated from care management services and medical management software, respectively. See Note 14 to the financial statements for further information on our operating segments.

     The market for our population health management solutions is highly competitive and is characterized by rapidly changing technology, evolving user needs and the frequent introduction of new products and services. Our care management products compete against disease management companies including American Healthways, CorSolutions, Lifemasters and Matria Healthcare. Our principal competitors in the medical management software payer market are HPR (a subsidiary of McKesson HBOC), MEDecision, TriZetto, and others. In the medical management software healthcare delivery market, we compete against MIDS (a division of Affiliated Computer Systems, Inc.), SoftMed Systems and others.

     We believe that the absence of vendors capable of providing flexible, stand-alone medical management and care management products and service, as well as an integrated population health management solution to support the continuum of patient care represents a significant market opportunity for Landacorp. We expect that competition will continue to increase as a result of consolidation in the Internet, information technology and healthcare industries. We believe that the principal factors affecting competition in our markets include product functionality, performance, flexibility and features, use of open standards technology, quality of service and support, company reputation, price, scalability and overall cost of ownership.

     We recognize sales revenues and associated costs using the percentage-of-completion method for fixed-fee contracts, with labor hours incurred relative to total estimated contract hours as the measure of progress towards completion. Revenues on time and materials based contracts are recognized as services are delivered. We recognize revenues from sublicensing of third-party software upon installation of such software. We recognize revenues from support services ratably over the support period. We recognize revenues from training and consulting as such services are delivered.

     The Company delivers care management programs and services through a per participant annual enrollment fee and through a subscription-based fee structure that provides for implementation services at a fixed hourly rate and a subsequent monthly subscription fee based upon the number of members maintained by the payer organization. Payments for participants’ annual enrollment fees are generally received at the beginning of the enrollment period. Revenue is recognized on an effort-based measure over the enrollment period as the services are provided and the obligations to the participants are fulfilled. Such obligations include the delivery of health risk assessment surveys, tailored health guides and certain lab test kits.

     Other miscellaneous revenue is recognized as services are provided and obligations to the customer are fulfilled.

     From time to time, the Company may enter into care analytics and care management contracts that guarantee certain cost savings or other performance measures to the customer. Certain amounts are refundable to the customer if such savings or performance criteria are not achieved. Under such contracts, the Company typically defers revenue equal to the maximum potential amount of fees that are refundable. Such revenue will not be recognized until the performance criteria have been met. As of December 31, 2003 the Company had outstanding performance guarantees on three contracts, for a maximum total of approximately $1,329,000, which is included in deferred revenue.

     To accelerate the implementation of elements of our business, we intend to target and pursue strategic relationships, such as marketing alliances with vendors of complementary products and services and partnerships with Internet providers of healthcare content, disease management and health related e-commerce services. Evaluating or entering into any such strategic relationships could lead to additional expenditures.

     On March 1, 2004, the Company and SHPS Holdings, Inc. (SHPS) announced that they have signed a definitive agreement to merge a wholly owned subsidiary of SHPS with the Company. The Company’s shareholders will receive $3.09 per share in cash, and the Company will become a wholly owned subsidiary of SHPS Holdings, Inc. and its affiliates. The transaction is valued at approximately $56 million. The merger is conditioned upon the approval by the Company’s shareholders and regulatory approval, as well as other customary conditions. Directors and executive officers of the Company, and its affiliates, who own approximately 40.7% of the Company’s shares outstanding have agreed to vote these shares in favor of the merger. It is anticipated that the transaction will close in the second quarter of 2004.

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Critical Accounting Policies

     “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are based upon the Company’s consolidated financial statements and the notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). The preparation of these financial statements requires management to make extensive estimates and judgments that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reported periods. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, bad debts, allowances and reserves, restructuring costs, and goodwill and other intangible assets.

     Management bases its estimates and judgments primarily on historical experience and also considers other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

     The Company has identified the policies below as critical to our business operations and the understanding of our results of operations.

     Revenue recognition. The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price to the buyer is fixed or determinable, and collectibility is reasonably assured. Revenues consist of software license and implementation fees, related maintenance and software service fees, and certain revenue derived from our care management programs. Deferred revenue consists of maintenance billings and annual enrollment fees due in advance of service periods. From time to time, the Company may enter into care management contracts that guarantee certain cost savings or other performance measures to the cu