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 February 28, 1997.
------------------
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 - 26,550,416 shares
-----------------------------------------------------
Outstanding as of March 31, 1997
-------------------------------
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
NATIONAL DATA CORPORATION
(in thousands except per share data)
- ---------------------------------------------------------------------------
<CAPTION>
Three Months Ended February 28, 29
---------------------------------
1997 1996 *
------------ -----------
<S> <C> <C>
Revenue $ 111,974 $ 77,622
Operating Expenses:
Cost of service 52,113 38,951
Sales, general and administrative 42,263 30,348
- ---------------------------------------------------------------------------
94,376 69,299
- ---------------------------------------------------------------------------
Operating income 17,598 8,323
- ---------------------------------------------------------------------------
Other income (expense):
Interest and other income 772 1,451
Interest and other expense (2,274) (944)
Minority interest (348) (100)
- ---------------------------------------------------------------------------
(1,850) 407
- ---------------------------------------------------------------------------
Income before income taxes 15,748 8,730
Provision for income taxes 5,673 2,766
- ---------------------------------------------------------------------------
Net income $ 10,075 $ 5,964
================================
Earnings per common and
common equivalent share $ 0.36 $ 0.22
================================
Earnings per common and
common equivalent share,
assuming full dilution $ 0.36 $ 0.22
================================
* 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.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
NATIONAL DATA CORPORATION
(in thousands except per share data)
- ---------------------------------------------------------------------------
<CAPTION>
Nine Months Ended February 28, 29
---------------------------------
1997 1996 *
------------- ------------
<S> <C> <C>
Revenue $ 315,713 $ 233,976
- ---------------------------------------------------------------------------
Operating Expenses:
Cost of service 150,281 117,608
Sales, general and administrative 118,275 89,964
- ---------------------------------------------------------------------------
268,556 207,572
- ---------------------------------------------------------------------------
Operating income 47,157 26,404
- ---------------------------------------------------------------------------
Other income (expense):
Interest and other income 2,001 3,782
Interest and other expense (4,610) (2,733)
Minority interest (1,032) (295)
- ---------------------------------------------------------------------------
(3,641) 754
- ---------------------------------------------------------------------------
Income before income taxes 43,516 27,158
Provision for income taxes 15,670 9,565
- ---------------------------------------------------------------------------
Net income $ 27,846 $ 17,593
================================
Earnings per common and
common equivalent share $ 1.00 $ 0.65
================================
Earnings per common and
common equivalent share,
assuming full dilution $ 0.99 $ 0.65
================================
* 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.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
NATIONAL DATA CORPORATION
(in thousands)
- ---------------------------------------------------------------------------
<CAPTION>
Nine Months Ended
February 28, 29
------------------------
1997 1996 *
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 27,846 $ 17,593
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,521 13,610
Amortization of acquired intangibles
and goodwill 9,963 7,343
Amortization of debt issuance costs 194 -
Minority interest in earnings 1,032 295
Provision for bad debts 1,286 1,143
Changes in working capital which used
cash, net of the effects of acquisitions (429) (15,222)
--------------------------
Net cash provided by operating activities 54,413 24,762
--------------------------
Cash flows from investing activities:
Capital expenditures (12,824) (13,188)
Business acquisitions, net of cash acquired (131,283) (16,392)
Decrease in investments and
other non-current assets 25 403
--------------------------
Net cash used in investing activities (144,082) (29,177)
--------------------------
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit (30,000) 1,547
Payments on notes and earn-out payable (1,175) (3,366)
Net principal payments under mortgage, capital lease
arrangements and other long-term debt (15,354) (2,174)
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 5,919 5,362
Distributions to minority interests (1,433) -
Dividends paid (5,889) (5,142)
--------------------------
Net cash provided by financing activities 91,750 59,879
--------------------------
Increase in cash and cash equivalents 2,081 55,464
Cash, beginning of period 9,768 41,573
--------------------------
Cash, end of period $ 11,849 $ 97,037
==========================
* 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.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
NATIONAL DATA CORPORATION
(in thousands except share data)
- ---------------------------------------------------------------------------
<CAPTION>
February 28, May 31,
1997 1996
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,849 $ 9,768
Accounts receivable
(less allowances of $2,750 and $2,433) 77,341 61,618
Deferred income taxes 1,300 1,000
Inventory 1,915 1,869
Prepaid expenses and other current assets 6,586 7,152
------------ -----------
Total current assets 98,991 81,407
------------ -----------
Property and equipment, net 52,466 49,436
Acquired intangibles and goodwill, net 347,979 223,055
Deferred income taxes 11,979 11,505
Other 5,908 2,636
------------ -----------
Total Assets $ 517,323 $ 368,039
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 59,697 $ 48,561
Line of credit payable - 30,000
Notes and earn-out payable 1,415 1,637
Income taxes payable 5,446 1,548
Obligations under capital leases 3,373 3,011
Mortgage payable - 10,936
Deferred income 7,865 5,996
------------ -----------
Total current liabilities 77,796 101,689
------------ -----------
Long-term debt 143,750 -
Notes payable on acquired businesses 6,019 3,138
Obligations under capital leases 2,801 4,439
Other long-term liabilities 5,309 5,747
------------ -----------
Total liabilities 235,675 115,013
------------ -----------
Minority interest in equity of subsidiaries 21,152 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; 26,398,072
and 25,962,939 shares issued and outstanding,
respectively. 3,300 3,246
Capital in excess of par value 174,598 168,732
Retained earnings 84,172 62,216
Cumulative translation adjustment (479) (753)
------------ -----------
261,591 233,441
Less: Deferred compensation (1,095) (142)
------------ -----------
Total Shareholders' Equity 260,496 233,299
------------ -----------
Total Liabilities and Shareholders' Equity $ 517,323 $ 368,039
============ ===========
See Notes to Unaudited Condensed Consolidated Financial Statements.
</TABLE>
<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):
Quarter Ended Nine Months Ended
February 28, 29 February 28, 29
1997 1996 1997 1996
------ ------ ------ ------
Primary 28,055 27,271 27,949 27,148
Fully Diluted 28,084 27,422 27,997 27,252
<PAGE>
NOTE 3 - ISSUANCE OF LONG-TERM DEBT:
On November 6, 1996, the Company issued convertible notes ("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 aggregate 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 - SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental cash flow disclosures, including non-cash investing and
financing activities, for the nine months ended February 28, 1997 and
February 29, 1996 are as follows:
1997 1996
------ ------
Income taxes paid $ 11,770 $ 10,469
Interest paid 2,121 2,653
Promissory notes entered into on acquisitions 6,000 ---
Capital leases entered in exchange for
property and equipment 931 791
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the third quarter of fiscal 1997 and
1996, ended February 28, 1997 and February 29, 1996, respectively; selected
amounts from the Company's consolidated statements of income and such amounts as
a percentage of total revenue:
<TABLE>
<CAPTION>
($ in thousands)
FY 1997 FY 1996 Inc./(Dec.)
$ % $ % %
---------------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
Revenue
Health Care $ 47,331 42% $ 35,675 46% 33%
Integrated Payment Systems 32,350 29% 25,156 33% 29%
Global Payment Systems 38,184 34% 16,505 21% 131%
Intercompany and Other (5,891) (5%) 286 0% -
---------------- ---------------- ---------
Total Revenue 111,974 100% 77,622 100% 44%
---------------- ---------------- ---------
Cost of Service:
Operations 40,584 36% 29,629 38% 37%
Depreciation and Amortization 7,899 7% 5,887 8% 34%
Hardware Sales 3,630 3% 3,435 4% 6%
---------------- ---------------- ---------
Total Cost of Service 52,113 46% 38,951 50% 34%
---------------- ---------------- ---------
Gross Margin 59,861 54% 38,671 50% 55%
Sales, General and
Administrative 42,263 38% 30,348 39% 39%
---------------- ---------------- ---------
Operating Income 17,598 16% 8,323 11% 111%
---------------- ---------------- ---------
</TABLE>
<PAGE>
The first nine months ended February 28, 1997, compared to the same period
last year is reflected as follows:
<TABLE>
<CAPTION>
($ in thousands)
FY 1997 FY 1996 Inc./(Dec.)
$ % $ % %
---------------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
Revenue
Health Care $ 126,831 40% $ 108,106 46% 17%
Integrated Payment Systems 95,644 30% 75,194 33% 27%
Global Payment Systems 110,011 35% 49,890 21% 121%
Intercompany and Other (16,773) (5%) 786 0% -
---------------- ---------------- --------
Total Revenue 315,713 100% 233,976 100% 35%
---------------- ---------------- --------
Cost of Service:
Operations 117,446 37% 88,102 38% 33%
Depreciation and Amortization 21,159 7% 18,519 8% 14%
Hardware Sales 11,676 4% 10,987 4% 6%
---------------- ---------------- --------
Total Cost of Service 150,281 48% 117,608 50% 28%
---------------- ---------------- --------
Gross Margin 165,432 52% 116,368 50% 42%
Sales, General and
Administrative 118,275 37% 89,964 39% 31%
---------------- ---------------- --------
Operating Income 47,157 15% 26,404 11% 79%
---------------- ---------------- --------
</TABLE>
Revenue
Total revenue for the third quarter of fiscal 1997 was $111,974,000,
an increase of $34,352,000 (44%) from the same period in fiscal 1996. The
increase was the result of increased revenue in Health Care, $11,656,000
(33%); Integrated Payment Systems, $7,112,000 (29%); and Global Payment
Systems, $21,679,000 (131%).
Total revenue for the nine months ended February 28, 1997 was
$315,713,000, an increase of $81,737,000 (35%) from the same period in
fiscal 1996. The increase was the result of increased revenue in Health
Care, $18,725,000 (17%); Integrated Payment Systems, $20,232,000 (27%); and
Global Payment Systems, $60,121,000 (121%).
HEALTH CARE. Revenue, after the effects of the pooling transaction
with CIS Technologies, Inc. ("CIS"), increased 33% in the third quarter and
17% for the nine months ended February 28, 1997 as compared to the same
periods in fiscal 1996. Revenue growth was a result of increases in
revenues from existing products and services, and the impact of three
acquisitions completed after the first quarter of fiscal 1996.
Year-to-date, 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.
<PAGE>
INTEGRATED PAYMENT SYSTEMS. Revenue increased 29% in the third
quarter and 27% for the first nine 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 131% in the third quarter
and 121% for the nine months ended February 28, 1997 primarily due to the
acquisition of the Merchant Automated Point-of-Sale Program ("MAPP") on
April 1, 1996. In addition, during the third quarter of the current
fiscal year, Global completed the purchase of a portion of Electronic Data
System Corporation's ("EDS") credit card processing business and launched a
joint marketing and service alliance with EDS.
INTERCOMPANY AND OTHER. Commencing April 1, 1996, with the formation
of Global Payment Systems, a portion of Global's revenue was derived from
intercompany sales of back-office services to the Integrated Payment
Systems and Health Care business units.
COSTS AND EXPENSES
Total cost of service as a percentage of revenue decreased to 46% in the
third quarter and to 48% for the nine month period ended February 28, 1997 from
50% for both periods in fiscal 1996. Total cost of service for the third
quarter of fiscal 1997 was $52,113,000, an increase of $13,162,000 (34%)
from the same period in fiscal 1996. Cost of service for the nine month
period ending February 28, 1997 was $150,281,000, an increase of $32,673,000
(28%) from the same period last year. Cost of operations as a percentage of
revenue was 36% for the third quarter and 37% for the first nine months of
fiscal 1997, compared to 38% for both periods in fiscal 1996. Cost of
operations increased $10,955,000 (37%) in the third quarter of fiscal 1997
and $29,344,000 (33%) for the first nine months when compared to the same
periods in fiscal 1996, primarily as a result of increased operating costs
related to the MAPP and other acquisitions completed after the third
quarter of fiscal 1996. Depreciation and amortization as a percentage
of revenue decreased to 7% in the third quarter and first nine months of
fiscal 1997 compared to 8% for both periods last year. Hardware costs
remained relatively consistent for the nine month period ending February 28,
1997 at 4% of revenue. However, for the current quarter of fiscal 1997
these costs were 3% of revenue compared to 4% for the same period in fiscal
1996, reflecting an increase in the recurring revenue base.
For the third quarter of fiscal 1997, gross margin increased to 54%
from 50% in the same period last year. For the nine months ended February
28, 1997, gross margin increased to 52% from 50% in the prior year period.
The increases were principally the result of the Company's productivity
programs and leveraging the Company's fixed investments.
Sales, general and administrative expense was $42,263,000 in the third
quarter of fiscal 1997, an increase of $11,915,000 (39%) from the same
period in fiscal 1996; however, as a percentage of revenue, these expenses
were 38% in the third quarter of fiscal 1997 compared to 39% for the same
period in fiscal 1996. Sales, general and administrative expense increased
$28,311,000 (31%) for the nine month period ending February 28, 1997, while
as a percentage of revenue, these expenses decreased to 37% from 39% 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 businesses and higher sales, general and administrative expense ratios
in acquired businesses. These increases were partially offset by cost
reductions due to post-acquisition synergies.
<PAGE>
INTEREST AND OTHER INCOME
Interest and other income decreased $679,000 (47%) for the third
quarter and $1,781,000 (47%) for the nine months ending February 28, 1997
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 nine months of
fiscal 1996 were used to fund acquisitions in the fourth quarter of fiscal
1996.
INTEREST AND OTHER EXPENSE
Interest and other expense increased $1,330,000 and $1,877,000 for the
third quarter and nine months ended February 28, 1997, respectively, due
primarily to the issuance of $143,750,000 in long-term debt on November 6,
1996 (see Note 3 to the Consolidated Financial Statements).
MINORITY INTEREST
The increases in the expense for minority interest for the third
quarter and nine month periods ended February 28, 1997 were primarily
attributable to the MAPP acquisition and an 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 32% for the quarters ended February 28, 1997 and February 29, 1996,
respectively and 36% and 35% for the nine month periods ended February 28,
1997 and February 29, 1996, respectively. The tax rate increase was the
result of differences in the tax treatment of certain items associated with
CIS prior to its acquisition by the Company.
NET INCOME
Net income for the third quarter of fiscal 1997 was $10,075,000, an
increase of $4,111,000 (69%), as compared to the same period in fiscal
1996. Fully diluted earnings per share for the third quarter ended
February 28, 1997 and February 29, 1996 were $0.36 and $0.22 respectively.
The number of common and common equivalent shares outstanding for the third
quarter of fiscal 1997 was 28,084,000, an increase of 662,000 (2%) as
compared to the same period in fiscal 1996, due to options exercised and
shares issued under the Company's stock option and stock purchase plans.
Net income for the first nine months of fiscal 1997 was $27,846,000,
an increase of $10,253,000 (58%), as compared to the same period in fiscal
1996. Fully diluted earnings per share for the nine months ended February
28, 1997 and February 29, 1996 were $0.99 and $0.65 respectively. The
number of common and common equivalent shares outstanding for the nine
month period of fiscal 1997 was 27,997,000, an increase of 745,000 (3%) as
compared to the same period in fiscal 1996, due to options exercised and
shares issued under the Company's stock option and stock purchase plans.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $54,413,000 for the
first nine months of fiscal 1997 compared to $24,762,000 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 $54,842,000, an increase of
$14,858,000 (37%) over the same period last year.
Working capital requirements were $429,000 in the nine month period
ending February 28, 1997 compared to $15,222,000 for the same period last
year. The additional working capital provided from last year was
attributable to changes in net merchant processing funds and increases in
accounts payable and accrued liabilities (including income taxes), offset
by increases in accounts receivable. 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 $144,082,000 in the current
period compared to $29,177,000 last year. During the nine month period
ended February 28, 1997, the Company completed four acquisitions for an
aggregate cash purchase price of approximately $131,283,000. Capital
expenditures were $12,824,000 versus $13,188,000 for the same period last
year. The capital expenditures were used primarily for software
development and hardware upgrades related to product enhancement and future
growth.
Net cash provided by financing activities was $91,750,000 for the
first nine months of fiscal 1997. As discussed in Note 3 to the
Consolidated Financial Statements, the Company completed an issuance of
long-term public debt, providing $139,682,000 in net proceeds. The cash
provided by the issuance was partially offset by repayment of the Company's
line of credit of $30,000,000, repayments of long-term debt of $15,354,000
(including $10,936,000 to pay off the mortgage on the Company's
headquarters building) and dividends of $5,889,000 paid in the nine month
period ending February 28, 1997. In fiscal 1996, $59,879,000 was provided
by financing activities, principally the result of the stock issuance under
a secondary offering.
On February 28, 1997, the Company had cash and cash equivalents
totaling $11,849,000 on hand. 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 February 28, 1997, 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
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) Reports filed on Form 8-K:
National Data Corporation's Current Report on Form 8-K dated December
31, 1996, was filed January 14, 1997, relating to the acquisition of
all the capital stock of Health Communication Services, Inc.
<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: April 14, 1997 By: /s/ M.P. Stevenson, Jr.
----------------- ------------------------
M.P. Stevenson, Jr.
Interim Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 11,849
<SECURITIES> 0
<RECEIVABLES> 80,091
<ALLOWANCES> 2,750
<INVENTORY> 1,915
<CURRENT-ASSETS> 98,991
<PP&E> 133,613
<DEPRECIATION> 81,147
<TOTAL-ASSETS> 517,323
<CURRENT-LIABILITIES> 77,796
<BONDS> 143,750
0
0
<COMMON> 3,300
<OTHER-SE> 257,196
<TOTAL-LIABILITY-AND-EQUITY> 517,323
<SALES> 315,713
<TOTAL-REVENUES> 315,713
<CGS> 150,281
<TOTAL-COSTS> 268,556
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,610
<INCOME-PRETAX> 43,516
<INCOME-TAX> 15,670
<INCOME-CONTINUING> 27,846
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,846
<EPS-PRIMARY> 1.00
<EPS-DILUTED> .99
</TABLE>
