UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended November 30, 1996.
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-12392
---------
NATIONAL DATA CORPORATION
--------------------------
(Exact name of registrant as specified in charter)
DELAWARE 58-0977458
-------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
National Data Plaza, Atlanta, Georgia 30329-2010
------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 404-728-2000
------------
NONE
------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last year)
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 [x] No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Common Stock, Par Value $.125 - 26,375,753 shares
---------------------------------------------------
Outstanding as of December 31, 1996
--------------------------------------
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
NATIONAL DATA CORPORATION
(in thousands except per share data)
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
November 30,
--------------------------
1996 1995 *
------------- ---------
<S> <C> <C>
Revenue $ 102,575 $ 78,064
- -------------------------------------------------------------------
Operating Expenses:
Cost of service 49,092 39,222
Sales, general and administrative 37,858 28,840
- -------------------------------------------------------------------
86,950 68,062
- -------------------------------------------------------------------
Operating income 15,625 10,002
- -------------------------------------------------------------------
Other income (expense):
Interest and other income 910 1,190
Interest and other expense (1,401) (875)
Minority interest (186) (79)
- -------------------------------------------------------------------
(677) 236
- -------------------------------------------------------------------
Income before income taxes 14,948 10,238
Provision for income taxes 5,381 3,463
- -------------------------------------------------------------------
Net income $ 9,567 $ 6,775
--------------------------
Earnings per common and
common equivalent shares $ 0.34 $ 0.25
--------------------------
</TABLE>
* All prior period amounts have been restated to reflect the 1996
merger with CIS in a pooling transaction.
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
NATIONAL DATA CORPORATION
(in thousands except per share data)
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
November 30,
--------------------------
1996 1995 *
------------ ------------
<S> <C> <C>
Revenue $ 203,739 $ 156,354
- -------------------------------------------------------------------
Operating Expenses:
Cost of service 98,168 78,657
Sales, general and administrative 76,012 59,616
- -------------------------------------------------------------------
174,180 138,273
- -------------------------------------------------------------------
Operating income 29,559 18,081
- -------------------------------------------------------------------
Other income (expense):
Interest and other income 1,229 2,331
Interest and other expense (2,336) (1,789)
Minority interest (684) (195)
- -------------------------------------------------------------------
(1,791) 347
- -------------------------------------------------------------------
Income before income taxes 27,768 18,428
Provision for income taxes 9,996 6,799
- -------------------------------------------------------------------
Net income $ 17,772 $ 11,629
--------------------------
Earnings per common and
common equivalent shares $ 0.64 $ 0.43
--------------------------
</TABLE>
* All prior period amounts have been restated to reflect the 1996
merger with CIS in a pooling transaction.
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
NATIONAL DATA CORPORATION
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended November 30,
----------------------------
1996 1995 *
-------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,772 $ 11,629
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,368 9,389
Amortization of acquired intangibles
and goodwill 5,996 4,864
Minority interest in earnings 684 195
Provision for bad debts 907 749
Changes in working capital which provided (used)
cash, net of the effects of acquisitions 2,010 (13,168)
----------------------------
Net cash provided by operating activities 36,737 13,658
----------------------------
Cash flows from investing activities:
Capital expenditures (8,003) (7,314)
Business acquisitions, net of cash acquired (48,049) (10,410)
Decrease in investments and
other non-current assets 25 349
----------------------------
Net cash used in investing activities (56,027) (17,375)
----------------------------
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit (30,000) 1,819
Payments on notes and earn-out payable (1,139) (1,277)
Principal payments under mortgage, capital lease
arrangements and other long-term debt (3,917) (3,115)
Net proceeds from the issuance of long-term debt 139,682 -
Net proceeds from sale of common stock - 63,652
Net proceeds from the issuance of stock
under employee stock plans 5,267 4,185
Issuance of term note - 1,250
Distributions to minority interests (970) -
Dividends paid (3,919) (3,418)
----------------------------
Net cash provided by financing activities 105,004 63,096
----------------------------
Increase in cash and cash equivalents 85,714 59,379
Cash, beginning of period 9,768 41,598
----------------------------
Cash, end of period $ 95,482 $ 100,977
----------------------------
Supplemental schedule of noncash investing and financing activities:
Capital leases entered into in exchange for
property and equipment $ 675 $ 399
----------------------------
Interest paid $ 1,649 $ 1,763
----------------------------
Income taxes paid $ 8,441 $ 8,102
----------------------------
</TABLE>
* All prior period amounts have been restated to reflect the 1996 merger with
CIS in a pooling transaction.
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE>
CONSOLIDATED BALANCE SHEETS
NATIONAL DATA CORPORATION
(in thousands except share data)
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
November 30, May 31,
1996 1996
-------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 95,482 $ 9,768
Accounts receivable (less allowances of
$3,227 and $2,433) 67,305 61,618
Deferred income taxes 1,300 1,000
Inventory 1,924 1,869
Prepaid expenses and other current assets 4,128 7,152
----------- -----------
Total current assets 170,139 81,407
----------- -----------
Property and equipment, net 50,976 49,436
Acquired intangibles and goodwill, net 262,439 223,055
Deferred income taxes 11,865 11,505
Other 6,106 2,636
----------- -----------
Total Assets $ 501,525 $ 368,039
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 53,708 $ 48,561
Line of credit payable - 30,000
Notes and earn-out payable 1,453 1,637
Income taxes payable 3,130 1,548
Obligations under capital leases 3,264 3,011
Mortgage payable 10,848 10,936
Deferred income 5,115 5,996
----------- -----------
Total current liabilities 77,518 101,689
----------- -----------
Long-term debt 143,750 -
Notes payable on acquired businesses - 3,138
Obligations under capital leases 3,238 4,439
Other long-term liabilities 5,261 5,747
----------- -----------
Total liabilities 229,767 115,013
----------- -----------
Minority interest in equity of subsidiaries 19,441 19,727
Commitments and contingencies - -
Shareholders' Equity:
Preferred stock, par value $1.00 per share,
1,000,000 shares authorized; none issued - -
Common stock, par value $.125 per share,
100,000,000 shares authorized; 26,362,202
and 25,962,939 shares issued and
outstanding, respectfully. 3,295 3,246
Capital in excess of par value 173,951 168,732
Retained earnings 76,148 62,216
Cumulative translation adjustment (281) (753)
----------- -----------
253,113 233,441
Less: Deferred compensation (796) (142)
----------- -----------
Total Shareholders' Equity 252,317 233,299
Total Liabilities and Shareholders' Equity $ 501,525 $ 368,039
=========== ===========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE>
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 1996 consolidated
financial statements to conform to the fiscal 1997 presentation. All
prior period amounts have been restated to reflect the 1996 merger with
CIS Technologies, Inc. ("CIS") in a pooling transaction. It is
suggested that these financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
latest annual report on Form 10-K for the fiscal year ended May 31,
1996.
In the opinion of management, the information furnished reflects all
adjustments necessary to present fairly the financial position, results
of operations, and cash flows for such interim periods.
NOTE 2 - EARNINGS PER SHARE:
Primary earnings per common share and common equivalent share 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.
Fully diluted earnings per common and common equivalent share 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 convertible
notes (Note 3) have an antidilutive effect on earnings per share on a fully
diluted basis; accordingly, the notes are excluded from earnings per share
calculations. Earnings per share calculations are presented in the
accompanying financial statements.
The primary and fully diluted number of common and common equivalent
shares outstanding are as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended November 30, Six Months Ended November 30,
1996 1995 1996 1995
---- ---- ---- -----
<S> <C> <C> <C> <C>
Primary 27,979 27,215 27,896 27,056
Fully Diluted 28,043 27,290 27,953 27,090
</TABLE>
<PAGE>
NOTE 3 - ISSUANCE OF LONG-TERM DEBT:
On November 6, 1996, the Company issued convertible notes ("the Notes"),
providing $139,682,000 in proceeds, net of $4,068,500 in debt issuance
costs. The issuance costs are included in Other Assets and are being
amortized over the life of the Notes. The Notes are unsecured
subordinated obligations of the Company, $143,750,000 aggregated
principal amount, and will mature on November 1, 2003. The Notes bear
interest at 5% per annum, and are convertible into approximately
2,750,000 shares of common stock at $52.23 per share at any time prior
to maturity. Subsequent to November 1, 1999, the Notes are redeemable
at the option of the Company, in whole or in part, initially at
102.857% and thereafter at prices declining to 100% at maturity,
together with accrued interest.
NOTE 4 - SUBSEQUENT EVENT:
On December 31, 1996, the Company acquired the capital stock of Health
Communication Services, Inc. ("HCS"). The stock was purchased from
Consolidated Healthcare, Inc., a subsidiary of Blue Cross and Blue
Shield of Virginia, pursuant to a Stock Purchase Agreement
("Agreement") dated as of December 5, 1996. The net assets acquired
consisted of tangible personal property, leased personal and real
property, working capital, customer contracts, assembled work force and
the goodwill of the business. The acquisition of Health Communication
Services, Inc. will be accounted for using the purchase method of
accounting.
HCS provides electronic data interchange ("EDI") services including
electronic claims processing, remittance advice and funds transfers,
and eligibility and benefit verification processing between health care
participants, including hospitals, physicians and health care payors.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The following table sets forth, for the second quarter of fiscal
year 1997 and 1996, ended November 30, 1996 and 1995, respectively;
selected amounts from the Company's consolidated statements of income
and such amounts as a percentage of total revenue:
<TABLE>
<CAPTION>
($ in Millions)
FY 1997 FY 1996
-------------- ---------------
$ % $ %
------- ---- ------ ----
<S> <C> <C> <C> <C>
Revenue:
Health Care $ 41.6 41% $ 36.5 47%
Integrated Payment Systems 31.5 31% 24.8 32%
Global Payment Systems 29.5 28% 16.8 21%
-------- ----- -------- -----
Total Revenue 102.6 100% 78.1 100%
Cost of Service:
Operations 38.2 37% 29.2 37%
Depreciation and Amortization 7.0 7% 6.1 8%
Hardware Sales 3.9 4% 3.9 5%
-------- ----- -------- -----
Total Cost of Service 49.1 48% 39.2 50%
-------- ----- -------- -----
Gross Margin 53.5 52% 38.9 50%
Sales, General and Administrative 37.9 37% 28.9 37%
-------- ----- -------- -----
Operating Margin 15.6 15% 10.0 13%
Interest and Other Income 0.9 1% 1.2 1%
Interest and Other Expense (1.4) (1%) (0.9) (1%)
Minority Interest (0.2) - (0.1) -
-------- ----- -------- -----
Income Before Income Taxes 14.9 14% 10.2 13%
Provision for Income Taxes 5.3 5% 3.4 4%
-------- ----- -------- -----
Net Income $ 9.6 9% $ 6.8 9%
======== ===== ======== =====
</TABLE>
<PAGE>
The first six months ended November 30, 1996 and 1995, compared to
the same period last year is reflected as follows:
<TABLE>
<CAPTION>
($ in Millions)
FY 1997 FY 1996
--------------- ---------------
$ % $ %
-------- ----- ------- -----
<S> <C> <C> <C> <C>
Revenue:
Health Care $ 79.5 39% $ 72.4 46%
Integrated Payment Systems 63.7 31% 50.5 33%
Global Payment Systems 60.5 30% 33.5 21%
-------- ----- -------- -----
Total Revenue 203.7 100% 156.4 100%
Cost of Service:
Operations 76.8 37% 58.5 37%
Depreciation and Amortization 13.3 7% 12.6 8%
Hardware Sales 8.0 4% 7.6 5%
-------- ----- -------- -----
Total Cost of Service 98.1 48% 78.7 50%
-------- ----- -------- -----
Gross Margin 105.6 52% 77.7 50%
Sales, General and Administrative 76.0 37% 59.6 38%
-------- ----- -------- -----
Operating Margin 29.6 15% 18.1 12%
-------- ----- -------- -----
Interest and Other Income 1.2 - 2.3 1%
Interest and Other Expense (2.3) (1%) (1.8) (1%)
Minority Interest (0.7) - (0.2) -
-------- ----- -------- -----
Income Before Income Taxes 27.8 14% 18.4 12%
Provision for Income Taxes 10.0 5% 6.8 5%
-------- ----- -------- -----
Net Income $ 17.8 9% $ 11.6 7%
======== ===== ======== =====
</TABLE>
<PAGE>
REVENUE
Total revenue for the second quarter of fiscal 1997 was
$102,575,000, an increase of $24,511,000 (31%) from $78,064,000 in the
same period in fiscal 1996. The revenue increase was the result of
increased revenue in Health Care, $4,901,000 (13%); Integrated Payment
Systems, $6,936,000 (28%); and Global Payment Systems, $12,674,000
(76%).
Total revenue for the six months ended November 30, 1996 was
$203,739,000, an increase of $47,385,000 (30%) from $156,354,000 in the
same period in fiscal 1996. The revenue increase was the result of
increased revenue in Health Care, $7,068,000 (10%); Integrated Payment
Systems, $13,122,000 (26%); and Global Payment Systems, $27,195,000
(81%).
HEALTH CARE. Revenue, after the effects of the pooling
transaction with CIS Technologies, Inc. ("CIS"), increased 13% in the
second quarter and 10% for the six months ended November 30, 1996 as
compared to the same periods in fiscal 1996. Revenue growth was a
result of increases in electronic claims processing, increases in
revenue from pharmacy system sales, and the impact of acquisitions
completed after the first quarter of fiscal 1996. These increases were
partially offset by a decline in revenue resulting from non-recurring
revenue items recognized by CIS in the first six months of fiscal 1996.
INTEGRATED PAYMENT SYSTEMS. Revenue increased 28% in the second
quarter and 26% for the first six months of fiscal 1997 compared to the
same periods last year. These increases were due primarily to higher
volumes of merchant sales processed, which resulted from increased
sales productivity and in part from an alliance established with a
financial institution in April 1996.
GLOBAL PAYMENT SYSTEMS. Revenue increased 76% in the second
quarter and 81% for the six months ended November 30, 1996 primarily
due to the acquisition of the Merchant Automated Point-of-Sale Program
("MAPP") on April 1, 1996.
COSTS AND EXPENSES
Total cost of service for the second quarter of fiscal 1997 was
$49,092,000, an increase of $9,870,000 (25%) from the same period in
fiscal 1996. Cost of service for the six month period ending November
30, 1996 was $98,168,000, an increase of $19,511,000 (25%) from the
same period last year. Total cost of service as a percentage of
revenue decreased to 48% in the second quarter and first six months of
fiscal 1997 from 50% for the same periods in fiscal 1996. Cost of
operations increased $9,008,000 (31%) in the second quarter of fiscal
1997 and $18,327,000 (31%) for the first six months over the same
periods in fiscal 1996 primarily as a result of increased operating
costs related to the MAPP and other acquisitions completed after the
first quarter of fiscal 1996. Cost of operations as a percentage of
revenue remained constant at 37% for the second quarter and first six
months of fiscal 1997. Depreciation and amortization as a percentage
of revenue decreased to 7% in the second quarter and first six months
of fiscal 1997 compared to 8% for the same periods last year. Hardware
costs remained relatively consistent with the prior year periods.
Gross margin increased to 52% from 50% in both the second quarter
and six months ended November 30, 1996 principally as a result of
improved operating efficiencies and leveraging of the Company's fixed
investments.
<PAGE>
Sales, general and administrative expense was $37,858,000 in the
second quarter of fiscal 1997, an increase of $9,018,000 (31%) from the
same period in fiscal 1996; however, as a percentage of revenue, these
expenses remained constant at 37% in the second quarters of fiscal 1997
and 1996. Sales, general and administrative expense increased
$16,396,000 (28%) for the six month period ending November 30, 1996,
while as a percentage of revenue, these expenses decreased to 37% from
38% for the same period last year. The increases in expenses were
primarily due to increased product development and sales and marketing
expansion programs in existing and acquired businesses. These
increases were partially offset by cost reductions due to post-
acquisition synergies.
INTEREST AND OTHER INCOME
Interest and other income decreased $280,000 (24%) for the second
quarter and $1,102,000 (47%) for the six months ending November 30,
1996 from the same periods last year. These decreases were primarily
the result of lower interest earnings due to less average funds
available for investment. The cash balances generated during the first
six months of fiscal 1996 were used to fund acquisitions later in
fiscal 1996.
INTEREST AND OTHER EXPENSE
Interest and other expense increased $526,000 and $547,000 for the
second quarter and six months ended November 30, 1996, respectively,
due primarily to the issuance of $143,750,000 in long-term debt on
November 6, 1996 (as discussed in Note 3).
MINORITY INTEREST
The increases for the second quarter and six month periods ended
November 30, 1996 were primarily attributable to the MAPP acquisition
and the alliance established with a financial institution in April
1996.
INCOME TAXES
The provision for income taxes, as a percentage of taxable income,
was 36% and 34% for the quarters ended November 30, 1996 and 1995,
respectively and 36% and 37% for the six month periods ended November
30, 1996 and 1995, respectively. The rate increase for the quarter is
a result of lower tax exempt interest income. Year-to-date, this
increase is offset by differences in the tax treatment of certain items
associated with CIS prior to its acquisition by the Company.
<PAGE>
NET INCOME
Net income for the second quarter of fiscal 1997 was $9,567,000,
an increase of $2,792,000 (41%), as compared to the same period in
fiscal 1996. Earnings per share for the second quarter ended November
30, 1996 and 1995 were $0.34 and $0.25 respectively. The number of
common and common equivalent shares outstanding for the second quarter
of fiscal 1997 was 28,043,000, an increase of 753,000 (3%) as compared
to the same period in fiscal 1996, due to options granted and shares
issued under the Company's stock purchase and stock option plans.
Net income for the first six months of fiscal 1997 was
$17,772,000, an increase of $6,143,000 (53%), as compared to the same
period in fiscal 1996. Earnings per share for the six months ended
November 30, 1996 and 1995 were $0.64 and $0.43 respectively. The
number of common and common equivalent shares outstanding for the
second quarter of fiscal 1997 was 27,953,000, an increase of 863,000
(3%) as compared to the same period in fiscal 1996, due to options
granted and shares issued under the Company's stock purchase and stock
option plans.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $36,737,000 for the
first six months of fiscal 1997 compared to $13,658,000 for the same
period of fiscal 1996. Cash flows from operations (consisting of net
income adjusted for depreciation, amortization, minority interest in
earnings, and provision for bad debts) totaled $34,727,000, an increase
of $7,901,000 (29%) over the same period last year. Fiscal 1997
changes in working capital provided an additional $15,178,000 from
fiscal 1996, primarily due to the changes in net merchant processing
funds and accounts payable. The fiscal 1997, $2,010,000 change in
working capital resulted from changes in net merchant processing funds
provided and increases in accounts payable and accrued liabilities,
offset by increases in accounts receivable and estimated income tax
payments due to higher income before taxes. The funds provided by
changes in merchant processing working capital reflect normal
fluctuations in the timing of credit card sales processed. The
increases in accounts payable and accounts receivable are primarily due
to the increased operating costs and increased revenue, respectively.
Cash used for investing activities was $56,027,000 compared to
$17,375,000 in the prior year. On October 1, 1996, the Company
acquired the capital stock of Equifax Healthcare EDI Services, Inc. for
$47,000,000. Capital expenditures aggregated $8,003,000 and were used
primarily for software development related to product enhancement.
Net cash provided by financing activities was $105,004,000 for the
first six months of fiscal 1997. As discussed in Note 3, the Company
completed a public issuance of long-term debt, providing $139,682,000
in proceeds, net of debt issuance costs. The cash provided by the
issuance was partially offset by net repayments totaling $30,000,000 on
the Company's line of credit and dividends of $3,919,000 paid in the
six month period ending November 30, 1996. In fiscal year 1996,
$63,096,000 was provided by financing activities, principally the
result of the stock issuance under a secondary offering.
<PAGE>
On November 30, 1996, the Company had cash and cash equivalents
totaling $95,482,000. NDC has an unsecured $50,000,000 revolving line
of credit which expires in May 1999. The Company's Global Payment
Systems subsidiary has an unsecured $60,000,000 revolving line of
credit which expires in July 1999. The Global revolving line of credit
automatically reduces to $50,000,000 on the first anniversary of the
credit agreement, in July 1997. As of November 30, 1996, there were no
amounts outstanding under either the NDC or Global facilities. The
Company believes funds generated from operations along with the lines
of credit and cash on hand is adequate to meet normal business
operating needs, including future potential acquisitions.
<PAGE>
PART II
ITEM 1 - PENDING LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITITES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on October 24,
1996. At the annual meeting, the stockholders of the Company approved
the following items:
1. Election of two directors in Class I, Robert A. Yellowlees and
James B. Edwards, to serve until the annual meeting of stockholders in
1999, or until their successors are duly elected and qualified;
2. Amendment of the Company's Certificate of Incorporation to
increase the number of shares of Common Stock of the Company authorized
for issuance from 60,000,000 to 100,000,000.
ITEM 5 - OTHER INFORMATION
None
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) National Data Corporation's Current Report on Form 8-K dated
October 1, 1996, was filed October 7, 1996, and amended on October
30, 1996, relating to the acquisition of all the capital stock of
Equifax Healthcare EDI Services, Inc. The following financial
statements and pro forma financial information were filed in that
document:
(1) Equifax Healthcare EDI Services, Inc. Balance Sheets for the years
ended June 30, 1996 and 1995.
(2) Equifax Healthcare EDI Services, Inc. Statements of Operations for
the years ended June 30, 1996 and 1995.
(3) Equifax Healthcare EDI Services, Inc. Statements of Shareholder's
Equity for the years ended June 30, 1996 and 1995.
(4) Equifax Healthcare EDI Services, Inc. Statements of Cash Flows for
the years ended June 30, 1996 and 1995.
(5) Notes to the Financial Statements.
(6) Report of Independent Public Accountants.
(7) Unaudited Pro Forma Condensed Combined Balance Sheet as of August
31, 1996.
(8) Unaudited Pro Forma Condensed Combined Income Statement for the
fiscal year ended May 31, 1996.
(9) Unaudited Pro Forma Condensed Combined Income Statement for the
three months ended August 31, 1996.
(10) Notes to Unaudited Pro Forma Condensed Combined Financial
Statements.
<PAGE>
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 14, 1997 By: /s/ M.P. Stevenson, Jr.
---------------- -----------------------
M.P. Stevenson, Jr.
Interim Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> NOV-30-1996
<CASH> 95,482
<SECURITIES> 0
<RECEIVABLES> 70,532
<ALLOWANCES> 3,227
<INVENTORY> 1,924
<CURRENT-ASSETS> 170,139
<PP&E> 123,895
<DEPRECIATION> 72,919
<TOTAL-ASSETS> 501,525
<CURRENT-LIABILITIES> 77,517
<BONDS> 143,750
0
0
<COMMON> 3,295
<OTHER-SE> 249,022
<TOTAL-LIABILITY-AND-EQUITY> 501,525
<SALES> 203,739
<TOTAL-REVENUES> 203,739
<CGS> 98,168
<TOTAL-COSTS> 174,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,336
<INCOME-PRETAX> 27,768
<INCOME-TAX> 9,996
<INCOME-CONTINUING> 17,772
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,772
<EPS-PRIMARY> 0.64
<EPS-DILUTED> 0.64
</TABLE>
