NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Income
(In Thousands Except Per Share Data)
Quarter Ended February 28,
1995 1994
---- ----
Revenue $62,155 $51,014
Operating Expenses:
Cost of service 33,781 29,683
Sales, general and administrative 22,113 17,051
------- -------
55,894 46,734
Operating income 6,261 4,280
Other income (expense):
Interest and other income 411 332
Interest and other expense (649) (543)
-------- -------
(238) (211)
Income before income taxes 6,023 4,069
Provision for income taxes 2,168 1,428
------- -------
Net income 3,855 2,641
------- -------
Earnings per common and
common equivalent share $0.19 $0.13
(See Notes 3 and 4) ------- -------
Earnings per common and common
equivalent share,assuming full dilution $0.19 $0.13
(See Notes 3 and 4) ------- -------
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Income
(In Thousands Except Per Share Data)
Nine Months Ended February 28,
1995 1994
---- ----
Revenue $177,936 $152,585
Operating Expenses:
Cost of service 97,286 89,348
Sales, general and administrative 63,594 50,496
Settlement of shareholder
litigation (Note 2) - 2,500
------- -------
160,880 142,344
Operating income 17,056 10,241
Other income (expense):
Interest and other income 1,214 1,109
Interest and other expense (1,944) (1,887)
------- -------
(730) (778)
Income before income taxes 16,326 9,463
Provision for income taxes 5,877 3,586
------- -------
Net income $10,449 $5,877
------- -------
Earnings per common and common
equivalent share (See Notes 3 and 4) $0.52 $0.30
------- -------
Earnings per common and common equivalent share,
assuming full dilution
(See Notes 3 and 4) $0.51 $0.30
------- -------
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION P. 1 of 2
Condensed Consolidated Balance Sheets
(In Thousands)
FEBRUARY 28, MAY 31,
1995 1994
ASSETS ------------ -----------
Current assets:
Cash and cash equivalents $21,198 $38,012
Short-term investments 25 25
Accounts receivable:
Trade (less allowances of
$1,539, and $1,168) 40,193 31,763
Other (less allowances of
$3,495, and $968) 18,300 19,701
Investment in sales-type leases,
current portion, (less allowances
of $288 and $575) 417 2,357
Inventory 3,587 3,518
Prepaid expenses and other current assets 5,212 4,429
------- -------
Total current assets 88,932 99,805
Investment in sales-type leases (less
allowances of $392 and $367) 637 1,500
Property and equipment, at cost:
Land 402 402
Building 6,503 6,503
Equipment 79,132 71,213
Software 29,388 27,519
Leasehold improvements 14,494 13,949
Furniture and fixtures 10,279 8,744
Work in progress 1,474 2,736
------- -------
141,672 131,066
Less-Accumulated depreciation
and amortization (114,549) (102,754)
------- -------
27,123 28,312
Property acquired under capital leases,
net of accumulated amortization 6,805 7,317
------- -------
33,928 35,629
Deposits 439 2,029
Other assets:
Acquired intangibles and goodwill,
net of accumulated amortization
of $36,158 and $30,882 75,692 41,250
Other 2,111 3,113
------- -------
77,803 44,363
Total Assets $201,739 $183,326
========== ==========
See Notes to Unaudited Condensed Consolidated Financial Statements
NATIONAL DATA CORPORATION P. 2 of 2
Condensed Consolidated Balance Sheets
(In Thousands)
FEBRUARY 28, MAY 31,
1995 1994
LIABILITIES AND STOCKHOLDERS' EQUITY ------------ -----------
Current liabilities:
Accounts payable $9,161 $6,783
Notes payable on acquired
business, current portion (Note 5) 1,935 -
Earn-out payable on acquired
businesses, current portion 1,561 2,598
Accrued compensation and benefits 4,134 4,462
Merchant processing payables 18,575 15,154
Income tax payable 6,709 6,358
Deferred income taxes, current portion 776 776
Obligations under capital leases,
current portion 2,319 1,985
Mortgage payable, current portion 160 149
Deferred income 4,718 1,032
Other accrued liabilities 11,867 11,635
------- -------
Total current liabilities 61,915 50,932
Mortgage payable 10,978 11,100
Notes payable on acquired business (Note 5) 2,607 -
Earn-out payable on acquired businesses 35 1,238
Deferred income taxes 1,685 1,685
Obligations under capital leases 4,440 5,193
Other long-term liabilities 1,804 3,847
------- -------
Total Liabilities 83,464 73,995
Minority interest in equity of subsidiaries 262 -
Stockholders' Equity:
Preferred stock, par value $1.00 per share,
1,000,000 shares authorized; none issued - -
Common stock, par value $.125 per share,
45,000,000 shares authorized; 19,251,429
and 12,610,262 shares issued (Note 3) 1,604 1,576
Capital in excess of par value 32,821 30,215
Retained earnings 85,105 78,865
Cumulative translation adjustment (1,010) (533)
------- -------
118,520 110,123
Less:
Deferred compensation (507) (792)
------- -------
Total Stockholders' Equity 118,013 109,331
Total Liabilities and Stockholders' Equity $201,739 $183,326
========== ==========
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Cash Flows
(In Thousands)
Nine Months
Ended February 28,
1995 1994
Cash flows from operating activities: ----- -----
Net income $10,449 $ 5,877
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,279 8,822
Amortization of acquired intangibles and goodwill 5,277 4,509
Provision for bad debt, sales allowances
and operational losses 6,909 3,171
Loss on disposal of fixed assets 34 64
Changes in assets and liabilities, net
of the effects of acquisitions:
(Increase) decrease in trade accounts receivable (6,834) 1,807
(Increase) decrease in other accounts receivable (770) 132
Decrease in investment in sales-type leases 2,939 4,027
Decrease (increase) in inventory 675 (1,847)
Decrease in prepaid expenses and other assets 2,074 1,507
Increase (decrease) in accounts payable
and accrued liabilities 808 (5,303)
Increase in income taxes payable and
deferred income taxes payable 269 972
--------- --------
Net cash provided by operating activities 32,109 23,738
Cash flows from investing activities:
Capital expenditures (6,367) (8,726)
Business acquisitions, net of cash acquired (38,081) (400)
Increase in investments and other
non-current assets 1,933 600
-------- --------
Net cash used in investing activities (42,515) (8,526)
Cash flows from financing activities:
Payments on notes payable (285) -
Principal payments under mortgage, capital lease
arrangements and other long-term debt (1,963) (1,558)
Principal payments on earn-out payable (2,213) (2,278)
Net proceeds from the issuance of stock
under employee stock plan 2,272 2,862
Dividends paid (4,207) (4,116)
-------- --------
Net cash used in financing activities (6,396) (5,090)
Effect of exchange rate changes on cash (12) (35)
(Decrease) increase in cash and cash equivalents (16,814) 10,087
Cash, beginning of period 38,012 17,150
-------- --------
Cash, end of period $21,198 $27,237
======== ========
Supplemental schedule of noncash investing
and financing activities:
Promissory notes entered into in exchange
for capital stock $ 3,506 -
Capital leases entered into in exchange
for property and equipment $ 1,057 $ 1,814
======== ========
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with Generally Accepted Accounting
Principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes the disclosures are
adequate to make the information presented not misleading. In
addition, certain reclassifications have been made to the fiscal
1994 consolidated financial statements to conform to the fiscal
1995 presentation. It is suggested that these financial statements
be read in conjunction with financial statements and the notes
thereto included in the Company's latest annual report on Form 10-K
for the fiscal year ended May 31, 1994.
In the opinion of management, the information furnished reflects
all adjustments necessary to present fairly the results for such
interim periods.
NOTE 2 - SHAREHOLDER SUIT:
The Company and certain of its previous officers were party to
three lawsuits, which were consolidated as "National Data
Corporation Shareholder Litigation." The plaintiffs, purporting to
act on behalf of a class, alleged violations of rule 10(b)(5) under
the Securities and Exchange Act of 1934 under a "fraud on the
market" theory for alleged misrepresentations and omissions
relating to expected earnings which resulted in, the plaintiffs
contend, the Company's common stock being overvalued in the market.
The Company and the plaintiffs signed an agreement on September 27,
1993 to settle this matter for $6,950,000. The Company's insurer
bore two-thirds of the settlement and related future costs. The
cost to the Company, before income taxes, was approximately
$2,500,000. Both the Company and its insurer paid their full share
of the settlement amount and the settlement received final approval
from the court on December 16, 1993.
NOTE 3 - STOCK SPLIT
On January 24, 1995 the Company's Board of Directors approved a
three-for-two split, effected in the form of a dividend, of the
Company's $.125 par value Common Stock and the rights to purchase
one one-hundreth of a share of the $1.00 par value Series A Junior
Participating Preferred Stock. Shareholders of record on February 20,
1995 were entitled to the stock distribution resulting from the
three-for-two split. The stock split was effective March 20, 1995.
As a result of the stock split the Company issued an additional
6,417,895 shares of Common Stock and rights to purchase on one-hundreth
of a share of the $1.00 par value Series A Junior Participating Preferred
Stock. The effects of the split have been reflected in all earnings per
share calculations and the February 28, 1995 balance sheet in the
accompanying financial statements.
NOTE 4 - EARNINGS PER SHARE:
Earnings per common share and common equivalent share on a primary
basis are computed by dividing net income by the weighted average
number of common shares and common equivalent shares outstanding
during the period. Common equivalent shares represent stock
options that, if exercised, would have a dilutive effect on
earnings per share. All options with an exercise price less than
the average market share price for the period are assumed to have a
dilutive effect on earnings per share.
Earnings per common and common equivalent share on a fully diluted
basis are computed by the same method as described for primary
earnings per share except that the higher of (1) the ending market
share price for the period or (2) the average market share price
for the period is used to compute the fully diluted earnings per
share, as compared to the average market share price for primary
earnings per share. Earnings per share calculations are presented
in the accompanying financial statements . The effects of the
stock split (discussed in Note 3) have been retroactively applied
to all periods for which financial statements are presented.
The primary and fully diluted weighted average number of common and
common equivalent shares outstanding as presented after the effects of the
stock split is as follows (in thousands):
Quarter Ended Nine Months Ended
February 28, February 28,
1995 1994 1995 1994
------- ------- ------- -------
Weighted Average 19,230 18,924 19,106 18,639
Primary 20,480 19,712 20,100 19,574
Fully Diluted 20,480 19,751 20,307 19,751
Prior to the effects of the stock split, the primary and fully diluted
weighted average number of common and common equivalent shares outstanding
is as follows (in thousands):
Quarter Ended Nine Months Ended
February 28, February 28,
1995 1994 1995 1994
------- ------- ------- -------
Weighted Average 12,820 12,542 12,737 12,426
Primary 13,653 13,141 13,400 13,049
Fully Diluted 13,653 13,141 13,538 13,167
NOTE 5 - BUSINESS ACQUISITIONS
The Company closed five acquisition transactions during the nine
months ended February 28, 1995. Each is described below.
On June 1, 1994, the Company acquired a majority interest in
certain assets and liabilities of Yes Check Services, Inc.
(hereinafter "Yes Check"). These assets and liabilities were
purchased directly from Yes Check. The assets and liabilities are
used in a Chicago-based check guarantee business.
On July 15, 1994, the Company acquired substantially all of the
assets and liabilities of Lytec Systems, Inc. (hereinafter
"Lytec"), a Salt Lake City, Utah-based physician and dental
practice management software development company. The assets and
liabilities were bought by the Company from Lytec.
Effective September 2, 1994, the Company acquired a Chicago-based
check guarantee business through the purchase of all of the capital
stock of Mercantile Systems, Inc. (hereinafter "Mercantile") The
stock was purchased from the individual shareholders of Mercantile.
Effective October 26, 1994, the Company acquired all of the capital
stock of Zadall Systems Group, Inc. (hereinafter "Zadall"), a
Vancouver, British Columbia-based pharmacy and dental practice
management software development company. The stock was purchased
from the individual shareholders of Zadall.
Effective January 12, 1995, the Company acquired all of the capital
stock of Learned-Mahn, Inc. (hereinafter "Learned-Mahn"), a Boise,
Idaho-based healthcare and financial services software development
company. The stock was purchased from the individual shareholders
of Learned-Mahn.
The aggregate price paid for these acquisitions was $43,878,000
plus future earn-out payments required for both the Yes Check and
Lytec transactions. These subsequent payments are not estimable at
this time. Cash from internally generated funds was used to
finance $40,372,000 of the purchase price and non-negotiable
installment notes in the face amount of $3,506,000, payable over
periods from 1 to 3 years, were issued to finance the remainder.
The net value of the tangible assets acquired was $3,479,000. The
excess of cost over tangible assets acquired of $40,399,000 was
allocated to intangibles assets. These intangible assets will be
amortized over their estimated useful life, which in the aggregate
approximates 20 years.
The following pro forma information for the five acquisitions
discussed above is presented for information purposes only and is
not necessarily indicative of the operating results that would have
occurred had the acquisitions taken place on June 1, 1993, nor are
they necessarily indicative of future operations.
Fiscal Year Ended Quarter Ended Nine Months Ended
(In thousands, May 31, 1994 February 28, 1995 February 28, 1995
except per share data)
___________________________________________________________________________
Revenue $237,777 $62,405 $179,686
Net Income 10,749 3,860 10,484
Earnings Per Share,
fully diluted .55 .19 .52
The pro forma results listed above are unaudited and reflect
purchase price accounting adjustments assuming the acquisitions
occurred at the beginning of the fiscal year and include estimates
for differences in year-end.
NOTE 6 - MERCHANT RESERVES
The Company processes VISA and MasterCard charges for its direct
merchant customers. These Company's customers have liability for the
charges disputed by the cardholders, based on VISA and MasterCard
rules and regulations. However, in the case of merchant fraud,
insolvency or bankruptcy by the merchant, the Company may be liable
for any such charges disputed by the cardholder. The Company
recognizes revenue based on a percentage of gross amount charged
and has a potential liability for the full amount of the charge. The
Company establishes reserves for operational charges based upon
historical and projected experiences concerning such charges. Expenses
of $222,000 and $57,000 were recorded for the third fiscal quarters of
fiscal years 1995 and 1994 respectively, for this activity. Expenses of
$538,000 and $599,000 were recorded for the nine months ending February 28,
1995 and 1994, respectively, for this activity.
The Company made two acquisitions of check guarantee businesses in the
first part of fiscal year 1995. Similar to the credit card business, the
Company charges its merchants a percentage of the gross amount of the check
and guarantees payment of the check to the merchant in the event the check is
not honored by the checkwriter's bank. As a result, the Company also incurs
operational charges in this line of business. The Company has the right to
collect the full amount of the check from the checkwriter but has not
historically recovered 100% of the guaranteed checks. The Company establishes
reserves for the activity based upon historical and projected experiences.
Expenses of $1,420,000 and $3,414,000 were recorded for the current fiscal
quarter and the nine months ending February 28, 1995, respectively, for this
activity.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The third quarter of fiscal year 1995 ended February 28,1994 compared to the
same quarter last year is reflected as follows:
($ Millions)
FY1995 FY 1994 Inc.(Dec.)
$ % $ % %
--- --- --- --- -----------
Revenue:
Integrated Payments 34.3 55% 28.6 56% 20%
Health Care 22.1 36% 15.8 31% 40%
Government & Corporate 4.4 7% 4.9 10% (10%)
Other 1.4 2% 1.7 3% (18%)
------ ----- ------ ----- -------
Total Revenue 62.2 100% 51.0 100% 22%
Cost of Service:
Operations 26.8 43% 23.8 47% 13%
Deprec. & Amort. 4.4 7% 3.6 7% 22%
Hardware Sales 2.6 4% 2.3 4% 13%
------ ----- ------ ----- -------
Total Cost of Service 33.8 54% 29.7 58% 14%
Gross Margin 28.4 46% 21.3 42% 33%
Sales, General &
Administrative 22.1 36% 17.0 33% 30%
------ ----- ------ ----- -------
Operating Margin 6.3 10% 4.3 8% 47%
Interest and Other
Income 0.4 1% 0.3 1% 33%
Interest and Other Expense (0.7) (1%) (0.6) (1%) 17%
------ ----- ------ ----- -------
Income Before Income
Taxes 6.0 10% 4.0 8% 50%
Provision for Income
Taxes 2.1 4% 1.4 3% 50%
------ ----- ------ ----- -------
Net Income 3.9 6% 2.6 5% 50%
------ ----- ------ ----- -------
Results of Operations
The nine months ended February 28, 1995 compared to the same period last
year is reflected as follows:
($ Millions)
FY1995 FY 1994 Inc.(Dec.)
$ % $ % %
--- --- --- --- -----------
Revenue:
Integrated Payments 100.1 57% 86.2 56% 16%
Health Care 59.0 33% 45.4 30% 30%
Government & Corporate 14.8 8% 14.6 10% 1%
Other 4.1 2% 6.4 4% (36%)
------ ----- ------ ----- -------
Total Revenue 178.0 100% 152.6 100% 17%
Cost of Service:
Operations 77.1 44% 71.4 47% 8%
Deprec. & Amort. 12.4 7% 10.5 7% 18%
Hardware Sales 7.8 4% 7.4 5% 5%
------ ----- ------ ----- -------
Total Cost of Service 97.3 55% 89.3 59% 9%
Gross Margin 80.7 45% 63.3 41% 27%
Sales, General &
Administrative 63.6 35% 50.5 33% 26%
Settlement of
Shareholder Litigation - - 2.5 1% -
------ ----- ------ ----- -------
Operating Margin 17.1 10% 10.3 7% 66%
Interest and Other
Income 1.2 0% 1.1 1% 9%
Interest and Other Expense (1.9) (1%) (1.9) (1%) -
------ ----- ------ ----- -------
Income Before Income Taxes 16.4 9% 9.5 7% 73%
Provision for Income
Taxes 5.9 3% 3.6 3% 64%
------ ----- ------ ----- -------
Net Income 10.5 6% 5.9 4% 78%
------ ----- ------ ----- -------
Revenue
Total revenue for the third quarter was $62,155,000, an increase of
$11,141,000 (22%) from the same period of the prior year. The
revenue increase in the third quarter as compared to the same
period of the prior year was the result of increased revenue in
Health Care Application Systems and Services, $6,341,000 (40%), and
Integrated Payment Systems, $5,728,000 (20%), partially offset by
decreases in Government and Corporate Information Systems and
Services, $532,000 (10%) and Other Revenue, $396,000 (18%).
Total revenue for the nine months ended February 28, 1995 was
$177,936,000, an increase of $25,351,000 (17%) from the same period
of the prior year. The revenue increase was the result of
increased revenue in Health Care Application Systems and Services,
$13,570,000 (30%), Integrated Payment Systems, $13,899,000 (16%)
and Government and Corporate Information Systems and Services,
$176,000 (1%), partially offset by a decrease in Other Revenue of
$2,294,000 (36%).
Health Care revenue growth was related to increases in electronic claims
processing which increased $3,230,000 (42%) in the third quarter and
$9,108,000 (45%) for the nine months ended February 28, 1995 as compared to
the same periods in the prior year. Revenue from the Company's practice
management systems for the pharmacy, dental, physician and government and
institutional sectors increased 77% for the quarter and 26% for the nine
months which included the impact of acquisitions.
Integrated Payments Systems (IPS) revenues increased 20% in the
third quarter and 16% for the nine months ended February 28, 1995
compared to the same periods last year. These increases were a
result of several factors. Two check guarantee businesses were acquired
during fiscal year 1995. The direct (merchant processing) business for the
third quarter increased $2,343,000 (15%). The direct business for the nine
month period increased $6,811,000 (14%). These increases were primarily due to
increased volume of merchant sales processed and equipment sales. Revenue in
the Company's indirect (distribution through banks) business decreased 8% for
the quarter and 9% for the nine month period as a result of lower revenue per
electronic transaction. These decreases were primarily a result of reduced
prices associated with the renewal of a number of contracts with increased
volume commitments.
Government and Corporate Information Systems and Services (GCISS)
revenue decreased 11% for the third quarter from the same period
last year primarily as a result of a decline in revenue associated with
the cash management product, partially offset by revenues from financial
electronic data interchange. Revenues for the nine month period
increased 1% over the same period of the prior year due to increased
sales of software for electronic data interchange applications.
The decrease in Other Revenue of 18% for the third quarter and 36%
for the nine month period is principally related to the Company's
decision to exit the communication services market in 1991. The
customer contracts associated with this business expired in the
first quarter of fiscal year 1995. The remaining revenue in the "Other"
category reflects revenue from International operations.
Costs and Expenses
Total cost of service for the third quarter was $33,781,000, an
increase of $4,098,000 (14%) from the same period last year. While
the cost of operations increased $2,950,000 (12%) from the same
period last year, the cost of operations as a percentage of revenue
decreased from 47% last year to 43% this year. Depreciation and
amortization as a percentage of revenue held constant. Hardware
costs increased $344,000 (15%), related to increased cost of
personal computer equipment associated with our pharmacy and dental
practice management systems.
Cost of service for the nine month period ended February 28, 1995
was $97,286,000, an increase of $7,938,000 (9%) from the same
period last year. While the cost of operations increased
$5,700,000 (8%) as compared to the prior year, cost of operations
as a percentage of revenue decreased from 47% last year to 43% this
year. Depreciation and amortization as a percentage of revenue
held constant. Hardware costs increased $357,000 (5%), primarily
related to volume associated with increased equipment sales in the
IPS business.
Gross margin increased to 46% from 42% in the third quarter and to
45% from 41% for the nine month period as compared to the same
periods last year.
Sales, general and administrative expense was $22,113,000 in the
quarter ended February 28, 1995, This is an increase of $5,062,000
(30%) from the prior year. Sales, general and adminstrative
expense increased $13,098,000 (26%) for the nine month period.
These increases are primarily due to sales expansion programs in
the Integrated Payment Systems and Health Care Applications Systems
and Services areas as well as increased sales, general, and
administrative expenses associated with acquired businesses.
The Company reflected a charge of $2,500,000 in the first quarter of
fiscal 1994, representing the settlement costs of a lawsuit brought
against the Company. (See Note 2 of the unaudited condensed consolidated
financial statements for further discussion of this item).
Interest and Other Income
Interest and other income for the third quarter was $411,000, an
increase of $79,000 (24%) from last year. Interest and other
income for the first nine months of fiscal year 1995 was $1,214,000 an
increase of $105,000 (9%). These increases are principally related to
increased cash available for investment during the first six months of
the current fiscal year and increased interest rates on the investment
of these cash balances.
Interest and Other Expense
Interest and other expense for the third quarter increased $106,000 (20%).
For the first nine months of fiscaly year 1995, interest and other expense
increased $57,000 (3%). These increases are principally the result of
reflecting the minority interest of an investor in Yes Check,Inc., an
acquisition completed in the first quarter of the current fiscal year. The
amount of the minority interest is $86,000 and $261,000 for the current
quarter and nine months ending February 28, 1995, respectively.
Income Taxes
The provision for income taxes, as a percentage of taxable income,
was 36% and 35% for the quarters ended February 28, 1995 and 1994,
respectively, and 36% and 39% for the nine month periods. The
overall decreased rate in the current year is primarily due to
the resolution of issues associated with prior years.
Net Income
Net income for the third quarter of fiscal year 1995 was
$3,855,000, an increase of $1,214,000, as compared to the same
period of the prior year. Earnings per share for the period ended
February 28, 1995 and 1994 were $0.19 and $0.13, respectively, as
presented after the effects of the stock split. Earnings per share
for the third quarter for fiscal year 1995 and 1994 as presented prior
to the effects of the stock split were $0.28 and $0.20, respectively.
The weighted average number of common and common equivalent shares
outstanding as presented after the effects of the stock split for the
third quarter of fiscal 1995 was 19,230,000, an increase of 306,000 (2%)
as compared to the same period last year.
Net income for the first nine months of fiscal year 1995 was
$10,449,000, an increase of $4,572,000, as compared to the same
period of the prior year. Earnings per share, assuming effects of
the stock split (see Note 3 to the unaudited condensed consolidated
financial statements), for the nine month period ended February 28,
1995 and 1994 were $0.52 and $0.31, respectively. Earnings per share
before the effects of the stock split for the nine month period ended
February 18, 1995 and 1994 were $0.77 and $0.45, respectively. The
weighted average number of common and common equivalent shares
outstanding as presented after the effects of the stock split for
the nine month period ended February 28, 1995 was 19,106,000, an
increase of 467,000 (3%) as compared to the same period last year.
Liquidity and Capital Resources
Net cash provided by operating activities was $32,109,000 for the
nine months ended February 28, 1995, an increase of $8,371,000
(35%) from the prior year amount of $23,738,000. The increase is
primarily related to increased earnings.
Cash used in investing activities was $42,515,000 compared to the
prior year of $8,526,000. In the first nine months of fiscal 1995,
five business acquisitions were made totaling $38,081,000, net of
cash acquired. In the third quarter of fiscal year 1994,
significant investments in computer systems were made. In
addition, a $2,000,000 bank compensating balance was refunded to
the Company in the second quarter of fiscal year 1995.
Net cash used in financing activities was $6,396,000, an increase
of $1,306,000 (26%) over the prior year. Principal payments on
capital lease agreements increased $405,000 in the current period
and net proceeds from the issuance of stock under the employee
stock purchase plan decreased $590,000 in the current nine month
period. Dividends of approximately $4,207,000 and $4,116,000 were
paid in the nine month periods ending February 28, 1995 and 1994,
respectively.
The Company has entered into a $15,000,000, working capital line of
credit with two banks expiring in August 1995. The Company
believes funds generated from operations along with its committed
line of credit and the $21,198,000 cash on hand will be adequate to
meet normal business operating needs. In addition to the working
capital line of credit, the Company has obtained a committed
$40,000,000 acquisition line of credit which expires in August of
1996. The Company also has a $500,000 working line of credit with
Royal Bank of Canada expiring in August 1995 and a $250,000 working
line or credit with First Security Bank of Idaho expiring in May 1995.
Stockholders' Equity
Stockholders' equity increased $8,944,000 (8%), from May 31, 1994
to $118,275,000 at February 28, 1995.
Part II
ITEM 1 - PENDING LEGAL PROCEEDINGS
_____________________________________
None
ITEM 2 - OTHER INFORMATION
_____________________________
None
ITEM 3 - EXHIBITS AND REPORTS FILED ON FORM 8-K
___________________________________________________
On February 2, 1995, the Company filed Form 8-K outlining the resolutions of
the Board of Directors regarding a three-for-two stock split.
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.
National Data Corporation
(Registrant)
Date: May 23, 1995 By: /s/ Jerry W. Braxton
________________ ____________________
Jerry W. Braxton
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> MAY-31-1995
<PERIOD-END> FEB-28-1995
<CASH> 21,198
<SECURITIES> 0
<RECEIVABLES> 40,193
<ALLOWANCES> 1,539
<INVENTORY> 3,587
<CURRENT-ASSETS> 88,932
<PP&E> 141,672
<DEPRECIATION> 114,549
<TOTAL-ASSETS> 201,739
<CURRENT-LIABILITIES> 61,915
<BONDS> 0
<COMMON> 1,604
0
0
<OTHER-SE> 116,916
<TOTAL-LIABILITY-AND-EQUITY> 201,739
<SALES> 177,936
<TOTAL-REVENUES> 177,936
<CGS> 97,286
<TOTAL-COSTS> 160,880
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,944
<INCOME-PRETAX> 16,326
<INCOME-TAX> 5,877
<INCOME-CONTINUING> 10,449
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,449
<EPS-PRIMARY> .52
<EPS-DILUTED> .51
