NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Income
(In Thousands Except Per Share Data)
Quarter Ended November 30,
1994 1993
---- ----
Revenue $59,812 $50,854
Operating Expenses:
Cost of service 32,847 29,728
Sales, general and administrative 21,110 16,612
------- -------
53,957 46,340
Operating income 5,855 4,514
Other income (expense):
Investment and other income 64 142
Interest expense, net (424) (397)
------- -------
(360) (255)
Income before income taxes 5,495 4,259
Provision for income taxes 1,978 1,681
------- -------
Net income 3,517 2,578
------- -------
Earnings per common and
common equivalent share $0.26 $0.20
------- -------
Earnings per common and common
equivalent share,assuming full dilution $0.26 $0.20
------- -------
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Income
(In Thousands Except Per Share Data)
Six Months Ended November 30,
1994 1993
---- ----
Revenue $115,781 $101,571
Operating Expenses:
Cost of service 63,505 59,665
Sales, general and administrative 41,481 33,445
------- -------
104,986 93,110
Operating income 10,795 8,461
Other income (expense):
Investment and other income 136 296
Interest expense, net (628) (863)
------- -------
(492) (567)
Income before income taxes and
extraordinary item 10,303 7,894
Provision for income taxes 3,709 3,208
------- -------
Net income before extraordinary item 6,594 4,686
Extraordinary item:
Settlement of shareholder lawsuit
(net of income tax benefit
of $1,050) (Note 2) - (1,450)
------- -------
Net income $6,594 $3,236
------- -------
Earnings per common and common equivalent share
Income before extraordinary item $0.50 $0.37
Extraordinary item - (0.12)
------- -------
Net Income $0.50 $0.25
------- -------
Earnings per common and common equivalent share,
assuming full dilution:
Income before extraordinary item $0.49 $0.37
Extraordinary item - (0.12)
------- -------
Net Income $0.49 $0.25
------- -------
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION P. 1 of 2
Condensed Consolidated Balance Sheets
(In Thousands)
NOVEMBER 30, MAY 31,
1994 1994
ASSETS ------------ -----------
Current assets:
Cash and cash equivalents $14,514 $38,012
Short-term investments 601 25
Accounts receivable:
Trade receivables (less allowances of
$1,661, and $1,168) 39,476 31,763
Other (less allowances of
$3,691, and $968) 20,724 19,701
Investment in sales-type leases,
current portion, (less allowances
of $354 and $575) 835 2,357
Inventory 3,956 3,518
Prepaid expenses and other current assets 5,362 4,429
------- -------
Total current assets 85,468 99,805
Investment in sales-type leases (less
allowances of $485 and $367) 1,217 1,500
Property and equipment, at cost:
Land 402 402
Building 6,503 6,503
Equipment 78,121 71,213
Software 28,687 27,519
Leasehold improvements 14,419 13,949
Furniture and fixtures 9,840 8,744
Work in progress 1,649 2,736
------- -------
139,621 131,066
Less-Accumulated depreciation
and amortization (111,760) (102,754)
------- -------
27,861 28,312
Property acquired under capital leases,
net of accumulated amortization 6,655 7,317
------- -------
34,516 35,629
Deposits 439 2,029
Other assets:
Acquired intangibles and goodwill,
net of accumulated amortization
of $33,616 and $30,882 71,046 41,250
Other 2,419 3,113
------- -------
73,465 44,363
Total Assets $195,105 $183,326
========== ==========
See Notes to Unaudited Condensed Consolidated Financial Statements
NATIONAL DATA CORPORATION P. 2 of 2
Condensed Consolidated Balance Sheets
(In Thousands)
NOVEMBER 30, MAY 31,
1994 1994
LIABILITIES AND STOCKHOLDERS' EQUITY ------------ -----------
Current liabilities:
Accounts payable $8,509 $6,783
Notes payable on acquired
business, current portion (Note 4) 1,011 -
Earn-out payable on acquired
businesses, current portion 1,711 2,598
Accrued compensation and benefits 5,034 4,462
Merchant processing payables 16,080 15,154
Income tax payable 6,696 6,358
Deferred income taxes, current portion 776 776
Obligations under capital leases,
current portion 2,352 1,985
Mortgage payable, current portion 157 149
Other accrued liabilities 14,753 12,667
------- -------
Total current liabilities 57,079 50,932
Mortgage payable 11,020 11,100
Notes payable on acquired business (Note 4) 3,088
Earn-out payable on acquired businesses 471 1,238
Deferred income taxes 1,796 1,685
Obligations under capital leases 4,393 5,193
Other long-term liabilities 1,823 3,847
------- -------
Total Liabilities 79,670 73,995
Stockholders' Equity:
Preferred stock, par value $1.00 per share,
1,000,000 shares authorized; none issued - -
Common stock, par value $.125 per share,
30,000,000 shares authorized; 12,775,483
and 12,610,262 shares issued 1,597 1,576
Capital in excess of par value 32,213 30,215
Retained earnings 82,663 78,865
Minority interest in equity of subsidiaries 175 -
Cumulative translation adjustment (460) (533)
------- -------
116,188 110,123
Less:
Deferred compensation (753) (792)
------- -------
Total Stockholders' Equity 115,435 109,331
Total Liabilities and Stockholders' Equity $195,105 $183,326
========== ==========
See Notes to Unaudited Condensed Consolidated Financial Statements
==============================================================================
NATIONAL DATA CORPORATION
Condensed Consolidated Statements of Cash Flows
(In Thousands)
Six Months
Ended November 30,
1994 1993
Cash flows from operating activities: ----- -----
Net income $6,594 $ 3,236
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,748 5,694
Amortization of acquired intangibles and goodwill 3,363 3,035
Provision for bad debt, sales allowances
and operational losses 4,249 2,086
Loss on disposal of fixed assets 34 79
Changes in assets and liabilities, net
of the effects of acquisitions:
(Increase) decrease in trade accounts receivable (6,465) 605
Increase in other accounts receivable (1,791) (1,795)
Decrease in investment in sales-type leases 1,834 1,982
(Decrease) increase in inventory 313 (1,097)
Decrease in prepaid expenses and other assets 1,352 423
(Decrease)increase in accounts payable
and accrued liabilities (1,574) 3,410
Increase in income taxes payable and
deferred income taxes payable 323 193
--------- --------
Net cash provided by operating activities 14,980 17,851
Cash flows from investing activities:
Capital expenditures (4,358) (3,938)
Business acquisitions, net of cash acquired (32,340) (400)
Increase in investments and other
non-current assets 2,204 6
-------- --------
Net cash used in investing activities (34,494) (4,332)
Cash flows from financing activities:
Principal payments under mortgage, capital lease
arrangements and other long-term debt (1,188) (918)
Principal payments on earn-out payable (1,627) (1,499)
Net proceeds from the issuance of stock
under employee stock plan 1,611 2,230
Dividends paid (2,796) (2,733)
-------- --------
Net cash used in financing activities (4,000) (2,920)
Effect of exchange rate changes on cash 16 (25)
(Decrease) Increase in cash and cash equivalents (23,498) 10,574
Cash, beginning of period 38,012 17,150
-------- --------
Cash, end of period $14,514 $27,724
======== ========
Supplemental schedule of noncash investing
and financing activities:
Promissory notes entered into in exchange
for capital stock $ 3,006 -
Capital leases entered into in exchange
for property and equipment $ 297 $ 1,447
======== ========
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, net of income taxes, was
approximately $1,450,000. 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 - 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.
The primary and fully diluted weighted average number of common and
common equivalent shares outstanding is as follows (in thousands):
Quarter Ended Six Months Ended
November 30, November 30,
1994 1993 1994 1993
------ ------ ------ ------
Weighted Average 12,737 12,449 12,695 12,368
Primary 13,437 12,963 13,297 12,924
Fully Diluted 13,452 12,963 13,410 12,924
NOTE 4 - BUSINESS ACQUISITIONS
The Company closed four acquisition transactions during the period
beginning June 1, 1994 and ending October 26, 1994. 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.
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, a group of
approximately 13 persons.
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 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.
The aggregate price paid for these acquisitions was $36,177,000 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 $33,171,000 of the purchase
price and non-negotiable installment notes in the face amount of $3,006,000,
payable over 3 years, were issued to finance the remainder. The net value
of the tangible assets acquired was $3,096,000. The excess of cost over
tangible assets acquired of $33,081,000 was allocated to intangibles including
goodwill. These will be amortized over their estimated useful life, which in
the aggregate approximates 20 years.
The following pro forma information for the four 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 Six Months Ended
(In thousands, May 31, 1994 Nov. 30, 1994 Nov. 30, 1994
except per share data)
___________________________________________________________________________
Revenue $234,439 $61,630 $117,599
Net Income Before
Extraordinary Item 12,152 3,431 6,508
Net Income 10,702 3,431 6,508
Earnings Per Share,
fully diluted .82 .26 .49
The pro forma results listed above are unaudited and reflect purchase price
accounting adjustments assuming the acquisitions occurred at the beginning
of the fiscal year and include estimates for differences in year-end.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The second quarter of fiscal year 1995 ended November 30, 1994 compared to
the same quarter last year is reflected as follows:
($ Millions)
FY1995 FY 1994 Inc.(Dec.)
$ % $ % %
--- --- --- --- -----------
Revenue:
Integrated Payments 33.5 56% 28.4 56% 18%
Health Care 20.0 33% 15.5 31% 29%
Government & Corporate 5.1 9% 4.8 9% 8%
Other 1.2 2% 2.2 4% (45%)
------ ----- ------ ----- -------
Total Revenue 59.8 100% 50.9 100% 18%
Cost of Service:
Operations 26.0 43% 23.7 47% 10%
Deprec. & Amort. 4.0 7% 3.4 7% 18%
Hardware Sales 2.8 5% 2.6 5% 8%
------ ----- ------ ----- -------
Total Cost of Service 32.8 55% 29.7 59% 10%
Gross Margin 27.0 45% 21.2 42% 27%
Sales, General &
Administrative 21.1 35% 16.6 33% 27%
------ ----- ------ ----- -------
Operating Margin 5.9 10% 4.6 9% 28%
Investment & Other
Income 0.1 0% 0.1 0% 0%
Interest Expense,(net) (0.5) (1%) (0.4) (1%) 0%
------ ----- ------ ----- -------
Income Before Income
Taxes 5.5 9% 4.3 8% 28%
Provision for Income
Taxes 2.0 3% 1.7 3% 18%
------ ----- ------ ----- -------
Net Income 3.5 6% 2.6 5% 35%
------ ----- ------ ----- -------
Revenue
Total revenue for the second quarter was $59,812,000, an increase of
$8,958,000 (18%) from revenue of $50,854,000 for the same period of the
prior year. The revenue increase in the period was the result of increased
revenue in Health Care Application Systems and Services, $4,565,000 (29%),
Integrated Payment Systems, $4,996,000 (18%) and Government and Corporate
Information Systems and Services, $389,000 (8%), partially offset by a
decrease in Other Revenue of $992,000 (45%).
Health Care revenue growth was principally related to increases in
electronic claims processing which increased $3,007,000 (45%) in the period
compared to the prior year. Overall revenue from the Company's practice
management systems for the pharmacy, dental, government and institutional
sectors increased 20%, principally due to acquisitions. Revenue from
recurring maintenance fees increased 14%.
Integrated Payments Systems (IPS) revenues increased 18% over the same
period last year. The increase is a result of several factors. The direct
(merchant processing) business increased $6,170,000 and accounts for
65% of total IPS revenue. This increase was primarily due to increased
volume of merchant sales processed and equipment sales. In addition, two
check guarantee businesses were acquired during fiscal year 1995. Revenue in
the Company's indirect (distribution through banks) business decreased 8% as a
result of lower revenue per electronic transaction. This decrease was
primarily a result of mix changes and reduced prices associated with the
renewal of a number of long term contracts.
Government and Corporate Information Systems and Services (GCISS) revenue
increased 8% over the same period last year primarily due to increased
sales of applications for electronic data interchange products.
The decrease in Other Revenue of 45% 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.
Costs and Expenses
Total cost of service for the second quarter was $32,847,000, an increase
of $3,119,000 (10%) from the same period last year. While the cost of
operations increased $2,287,000 (10%) from the same period last 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 $217,000 (8%), directly related to
volume associated with increased equipment sales in the Integrated Payment
Systems business.
Gross margin increased to 45% from 42% in the same period last year.
Sales, general and administrative expense was $21,110,000 in the quarter
ended November 30, 1994. This is an increase of $4,498,000 (27%) from the
prior year. The increase is primarily due to sales expansion programs in
the Integrated Payment Systems and Health Care areas as well as increased
sales, general, and administrative expenses associated with acquired
businesses.
Investment and Other Income
Investment and other income for the second quarter of fiscal year 1995 was
$64,000, a decrease of $78,000 (55%) from last year. This decreased
interest income is related to a decline in the number of leases held
directly by the Company. The Company no longer offers leases directly to
its customers.
Interest Expense, Net
Interest expense for the first quarter increased $27,000 (7%) from the same
period last year. This increase is primarily attributable to decreased
cash balances and resulting lower interest income.
Income Taxes
The provision for income taxes, as a percentage of taxable income, was 36%
and 39% for the quarters ended November 30, 1994 and 1993, respectively.
The decreased rate in the current year is primarily due to research and
development tax credits. The Company expects this lower rate to continue.
Net Income
Net income for the second quarter of fiscal year 1995 was $3,517,000, an
increase of $939,000, as compared to the prior year net income for the
quarter of $2,578,000. Earnings per share for the period ended November 30,
1994 and 1993 were $0.26 and $ 0.20, respectively. The weighted average
number of common and common equivalent shares outstanding for the second
quarter of fiscal 1995 was 12,737,000, an increase of 288,000 (4%) as
compared to the same period last year.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The six months ended November 30, 1994 compared to the same period last
year is reflected as follows: ($ Millions)
%
FY1995 FY 1994 Inc.(Dec.)
$ % $ % of Dollars
--- --- --- --- -----------
Revenue:
Integrated Payments 65.8 57% 57.6 56% 14%
Health Care 36.8 32% 29.6 29% 24%
Government & Corporate 10.4 9% 9.7 10% 7%
Other 2.8 2% 4.7 5% (40%)
------ ----- ------ ----- -------
Total Revenue 115.8 100% 101.6 100% 14%
Cost of Service:
Operations 50.4 44% 47.7 47% 6%
Deprec. & Amort. 8.0 7% 6.9 7% 16%
Hardware Sales 5.1 4% 5.1 5% 0%
------ ----- ------ ----- -------
Total Cost of Service 63.5 55% 59.7 59% 6%
Gross Margin 52.3 45% 41.9 41% 25%
Sales, General &
Administrative 41.5 36% 33.4 33% 24%
------ ----- ------ ----- -------
Operating Margin 10.8 9% 8.5 8% 27%
Investment & Other
Income 0.1 0% 0.3 0% (67%)
Interest Expense,(net) (0.6) (0%) (0.9) (0%) 33%
------ ----- ------ ----- -------
Income Before Taxes and
Extraordinary Item 10.3 9% 7.9 8% 30%
Provision for Income
Taxes 3.7 3% 3.2 3% 16%
------ ----- ------ ----- -------
Net Income Before
Extraordinary Item 6.6 6% 4.7 5% 40%
Extraordinary Item,
(net of taxes) - 0% (1.5) (2%) -
------ ----- ------ ----- -------
Net Income 6.6 6% 3.2 3% 106%
------ ----- ------ ----- -------
Revenue
Total revenue for the first six months was $115,781,000, an increase of
$14,210,000 (14%) from revenue of $101,571,000 for the same period of the
prior year. The revenue increase in the period was the result of increased
revenue in Health Care Application Systems and Services, $7,229,000 (24%),
Integrated Payment Systems, $8,168,000 (14%) and Government and Corporate
Information Systems and Services, $711,000 (7%), partially offset by a
decrease in Other Revenue of $1,898,000 (40%).
Health Care revenue growth was principally related to increases in
electronic claims processing which increased $5,878,000 (46%) in the
period compared to the prior year. Overall revenue from the Company's practice
management systems for the pharmacy, dental, government and institutional
sectors increased 5%. Revenue from recurring maintenance fees increased 6%.
Integrated Payments Systems (IPS) revenues increased 14% over the same
period last year. The increase is a result of several factors. The direct
(merchant processing) business increased $10,414,000 and represents
63% of total IPS revenue. This increase was primarily due to increased volume
of merchant sales processed and equipment sales. In addition, two check
guarantee businesses were acquired during fiscal year 1995. Revenue in the
Company's indirect (distribution through banks) business decreased 7% as a
result of lower revenue per electronic transaction. This decrease was
primarily a result of mix changes and reduced prices associated with the
renewal of a number of long term contracts.
Government and Corporate Information Systems and Services (GCISS) revenue
increased 7% over the same period last year primarily due to increased
sales of applications for electronic data interchange products.
The decrease in Other Revenue of 40% 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.
Costs and Expenses
Total cost of service for the first six months was $63,505,000, an increase
of $3,840,000 (6%) from the same period last year. While the cost of
operations increased $2,750,000 (6%) from the same period last year, cost
of operations as a percentage of revenue decreased from 47% last year to
44% this year. Depreciation and amortization increased $1,077,000 (16%) as
a result of a computer system upgrade in the latter half of fiscal year
1994. Hardware costs as a percentage of revenue remained con stant.
Gross margin increased to 45% from 41% in the same period last year.
Sales, general and administrative expense was $41,481,000 in the six months
ended November 30, 1994. This is an increase of $8,036,000 (24%) from the
prior year. The increase is primarily due to sales expansion programs in
the Integrated Payment Systems and Health Care areas as well as increased
sales, general, and administrative expenses related to acquired businesses.
Investment and Other Income
Investment and other income for the first six months of fiscal year 1995
was $136,000, a decrease of $160,000 (54%) from last year. This decreased
interest income is related to a decline in the number of leases held
directly by the Company. The Company no longer offers leases directly to
its customers.
Interest Expense, Net
Interest expense for the period decreased $235,000 (27%) from the same
period last year. This decrease is primarily attributable to an adjustment
of imputed interest expense on acquired merchant portfolios made in the
first quarter of fiscal year 19 94.
Income Taxes
The provision for income taxes, as a percentage of taxable income, was 36%
and 40% for the six months ended November 30, 1994 and 1993, respectively.
The decreased rate in the current year is primarily due to research and
development tax credits. The Company expects this lower rate to continue.
Net Income Before Extraordinary Item
The Company's net income before extraordinary item for the first six months
of fiscal year 1995 was $6,594,000, an increase of $1,908,000 from the
prior year's net income before extraordinary item of $4,686,000.
Extraordinary Item
The Company reported an extraordinary charge of $1,450,000 (net of income
taxes) 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 the extraordinary item).
Net Income
Net income for the period was $6,594,000, an increase of $3,358,000, as
compared to the prior year's net income for the period of $3,236,000.
Earnings per share for the period ended November 30, 1994 and 1993 were
$0.49 and $0.25, respectively. The weighted average number of common and
common equivalent shares outstanding for the six month period ended
November 30, 1994 was 12,695,000, an increase of 327,000 (3%) as compared
to the same period last year.
Liquidity and Capital Resources
Net cash provided by operating activities was $14,980,000 for the six
months ended November 30, 1994, a decrease of $2,871,000 (16%) from the
prior year amount of $17,851,000. The decrease is primarily related to
increased trade receivable balances due to increased sales over the same
period last year.
Cash used in investing activities was $34,494,000 compared to the prior
year of $4,332,000. In the first six months of fiscal 1995, four business
acquisitions were made totaling $32,340,000, net of cash acquired. In
addition, a $2,000,000 bank compensating balance was refunded to the
Company.
Net cash used in financing activities was $4,000,000, an increase of
$1,080,000 (37%) over the prior year. Principal payments on earn-out
agreements increased $128,000 in the current period. Dividends of
approximately $2,796,000 and $2,733,000 were paid in the six month periods
ending November 30, 1994 and 1993, 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
$14,514,000 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 March 1995.
Stockholders' Equity
Stockholders' equity increased $6,104,000 (6%), from May 31, 1994 to
$115,435,000 at November 30, 1994.
Part II
ITEM 1 - PENDING LEGAL PROCEEDINGS
_____________________________________
None
ITEM 2 - OTHER INFORMATION
_____________________________
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
__________________________________________________________________
The Company's annual meeting of stockholders was held on November 17, 1994.
At the annual meeting, the stockholders of the Company approved the
following items:
1. Election of two directors in Class II, Edward L. Barlow and
Neil Williams, to serve until the annual meeting of
stockholders in 1997 and thereafter until their successors
are duly elected and qualified; and
2. Amendment of the Company's 1981 Employee Stock Purchase
Plan to increase the number of shares that may be issued
thereunder from 600,000 to 900,000.
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: January 16, 1995 By: /s/ Jerry W. Braxton
________________ ____________________
Jerry W. Braxton
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<S> <C>
<PERIOD-TYPE> QTR-2
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<PERIOD-END> NOV-30-1994
<CASH> 14,514
<SECURITIES> 0
<RECEIVABLES> 39,476
<ALLOWANCES> 1,661
<INVENTORY> 3,956
<CURRENT-ASSETS> 85,468
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<TOTAL-ASSETS> 195,105
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<INCOME-TAX> 3,709
<INCOME-CONTINUING> 6,594
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<EPS-PRIMARY> .50
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