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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1999
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File No. 001-12392
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NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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Registrant's telephone number, including area code: (404) 728-2000
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which registered
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Common Stock, Par Value $.125 Per Share New York Stock Exchange
Junior Preferred Stock Purchase Rights New York Stock Exchange
5% Convertible Subordinated Notes due 2003 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 [_]
Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $1,357,926,513 based upon the last reported sale price on The
New York Stock Exchange on August 16, 1999 using beneficial ownership of stock
rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to
exclude voting stock owned by all directors and officers of the registrant,
some of whom may not be held to be affiliates upon judicial determination.
The number of shares of the registrant's common stock, par value $.125,
outstanding as of August 16, 1999 was 33,890,156 shares.
DOCUMENTS INCORPORATED BY REFERENCE
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Document Form 10-K
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Portions of the Company's Definitive Proxy Statement relating to
the 1999 Annual Meeting of Stockholders to be held on October 28,
1999 Part III
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NATIONAL DATA CORPORATION
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I.
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Item 1. BUSINESS............................................................. 3
Item 2. PROPERTIES........................................................... 17
Item 3. LEGAL PROCEEDINGS.................................................... 17
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS........................................................... 17
EXECUTIVE OFFICERS OF THE REGISTRANT........................................... 18
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.......................................... 20
Item 6. SELECTED FINANCIAL DATA.............................................. 20
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................ 20
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.................................................... 20
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................... 20
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE............................... 20
Part III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT........................................................... 21
Item 11. EXECUTIVE COMPENSATION............................................... 21
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT....................................................... 21
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................... 21
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.................................................. 22
SIGNATURES..................................................................... 28
APPENDIX A..................................................................... 30
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SPECIAL CAUTIONARY NOTICE REGARDING
FORWARD LOOKING STATEMENTS
When used in this Annual Report on Form 10-K, in documents incorporated
herein and elsewhere by management or National Data Corporation ("NDC" or the
"Company") from time to time, the words "believes," "anticipates," "expects,"
"intends" and similar expressions are intended to identify forward-looking
statements concerning the Company's business operations, economic performance
and financial condition, including in particular, the Company's business
strategy and means to implement the strategy, the Company's objectives, the
amount of future capital expenditures, the likelihood of the Company's success
in developing and introducing new products and expanding its business, and the
timing of the introduction of new and modified products or services. For those
statements, the Company claims the protection of the safe harbor for forward
looking statements contained in the Private Securities Litigation Reform Act of
1995. These statements are based on a number of assumptions and estimates that
are inherently subject to significant risks and uncertainties, many of which are
beyond the control of the Company and reflect future business decisions that are
subject to change. As a result of a variety of factors actual results could
differ materially from those anticipated in the Company's forward-looking
statements, including the following factors: (a) those set forth in Exhibit 99.1
to this Annual Report on Form 10-K, which are incorporated herein by this
reference, and elsewhere herein; and (b) those set forth from time to time in
the Company's press releases and reports and other filings made with the
Securities and Exchange Commission. The Company cautions that such factors are
not exclusive. Consequently, all of the forward-looking statements made herein
are qualified by these cautionary statements and readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revisions of such forward-looking statements that may be made to
reflect events or circumstances after the date hereof, or thereof, as the case
may be, or to reflect the occurrence of unanticipated events.
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PART I
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Item 1. BUSINESS
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General
National Data Corporation (together with its subsidiaries, herein referred to
as the "Company" or "NDC") is a Delaware corporation that was incorporated in
1967. The Company is a leading provider of high volume information services and
systems to the health care and electronic commerce markets through its Health
Information Services and eCommerce business units. The Company serves a diverse
customer base comprised of approximately 160,000 health care providers, 1,200
hospitals, 1,000 health care payers, 3,600 payer plans, 1,250,000 points of
service in more than 750,000 merchant locations, thousands of corporations and
more than 700 financial institutions, as well as numerous federal and state
government agencies. The Company markets its services directly to retailers and
health care providers, payers, pharmaceutical manufacturers and others, and
indirectly through business alliances with a wide range of banks, insurance
companies and distributors. The Company is one of the world's largest
independent providers of health care information and electronic commerce
services.
NDC's Health Information Services unit offers a broad scope of products and
services that serve a diverse range of health care markets. The primary
products and services include electronic eligibility, claims processing,
adjudication and remittance services, practice management systems, billing
services, business office management services, data warehousing/analysis and
other information based services. The primary markets include pharmacists,
dentists, physicians, hospitals, health maintenance organizations, payers,
managed care companies, pharmaceutical manufacturers and distributors.
Typically, these services utilize the Internet and other forms of transport and
processing capability. Management believes that NDC's Health Information
Services business unit is the broadest collector, processor and distributor of
information to more segments of the health care industry than any other single
health information services provider. For fiscal 1999, approximately 58% of the
Company's total revenue was derived from the Company's health care information
services and systems segment.
The Company's electronic commerce business unit ("NDC eCommerce") offers a
complete range of services to assist customers with the movement of electronic
payment and financial information. These services primarily include merchant
and cardholder processing, credit and debit transaction processing, check
guarantee and verification, electronic authorization and capture, terminal
management services, portfolio risk management, purchase card services and
financial electronic data interchange ("EDI"). The primary markets include
global and domestic financial institutions, corporations, alliance partners,
federal and state governmental agencies, universities, hospitality, automotive,
restaurants, retail businesses and health care providers. The Company's
eCommerce unit represented approximately 42% of the Company's total revenue for
fiscal 1999.
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The Company's products and services offer a wide range of value-added
information with greater convenience to purchasers and providers of goods and
services. These products and services reduce processing costs, settlement
delays and losses from fraudulent transactions. NDC's advanced high speed
computer and telecommunications network enables the Company to electronically
process, capture and transmit a high volume of point-of-service transactions 24
hours a day, seven days a week. While the transition from paper-based to
electronic transaction processing continues, the earliest and most significant
penetration has occurred in the areas of credit card authorization and
settlement and pharmacy transaction processing. NDC believes that the rapid
transition to electronic transaction processing in these areas demonstrates the
potential for automation of other market segments, requiring timely information,
which are still dominated by paper-based processing, such as additional health
care applications, check and cash transactions and the transfer of information
between businesses. This will continue to be assisted by the Company's proactive
role in utilizing the Internet -- from Web enabled store fronts to secure
handling of Internet payments.
The Company's business strategy is to be an end-to-end solutions provider of
value-added services and systems in the markets it serves. NDC believes that
both the health care and electronic commerce markets present attractive
opportunities for continued growth. In pursuing its strategy, the Company seeks
both to increase its penetration of existing markets and to continue to identify
and create new markets for its services. The Company will also continue to
enhance existing products and develop, as well as acquire, new systems and
services; such as services relating to credit card issuing services, financial
electronic data interchange and health care information management services.
To support its business strategy, the Company has pursued strategic
acquisition opportunities and alliances with other companies to complement
internal developments. These have permitted NDC to increase its market
penetration, technological capabilities, product offerings and/or distribution
capabilities. In fiscal year 1999, the Company completed one acquisition to
expand its presence in the Health Information Services operation in the United
Kingdom. In fiscal year 1998, six acquisitions were completed which gave NDC
expanded capabilities and customer bases in the informational services, pharmacy
systems, physician, and electronic commerce markets. These transactions were
accounted for on a purchase basis. The most significant of these acquisitions
was on December 15, 1997, when the Company acquired two healthcare information
management businesses based in Phoenix, Arizona. In this transaction the
Company acquired the stock of Source Informatics Inc., a privately held company,
and the stock of a subsidiary of Pharmaceutical Marketing Services Inc.
("PMSI"), which held its Over-The-Counter Physician Survey business unit as well
as PMSI's interest in a joint venture it formed with Source Informatics Inc
(collectively "Source"). In addition, on December 19, 1997, the Company merged
with PHSS in a transaction accounted for on a pooling-of-interests basis in
order to expand geographic presence and market share in physician and hospital
management services.
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Industry Background
Advances in computer software, hardware and telecommunications technology have
aided the development of on-line, real-time information processing systems that
electronically capture and transmit high volumes of information. These advances
allow information processors to offer greater convenience to purchasers and
providers of goods and services and reduce processing costs, settlement delays
and losses from fraudulent transactions.
Health Care Market
The health care sector of the market for information services and systems is
growing rapidly due to the need of providers, employers, health care payers and
manufacturers to control costs and to improve quality of care. A high percentage
of health care transactions are still processed using manual, paper-based
methods. Third party payers, managed care companies and health care providers
continue to seek methods to automate processing and obtain information in order
to reduce costs and improve the quality of health care services. The Company
believes the health care industry is one of the largest untapped markets for
electronic information processing services, including the electronic
transmission and capture of data for on-line eligibility verification and
reimbursement for services, as well as for information management services. The
application of technology to improve the flow of information to address the
quality of patient care is expanding as well.
The use of the Internet for the transmission and capture of data for health
claims and transaction processing, information gathering and dissemination will
help market expansion in the future. This will result in greater opportunities
for growth for the Company. This technology is being adapted to the processing
of other health care data, including a variety of transactions for dentists,
physicians and hospitals. The Internet is now expanding the market to new users
and providing new distribution channels.
The Company believes that the ability to offer total end-to-end solutions is
an important competitive advantage as automated transaction processing and the
availability of information in the health care market continues to grow. As
electronic processing of health care claims accelerates, the Company believes it
will be important for companies to be able to offer integrated, value-added
services and systems to industry participants who continue to automate. Included
in the market's requirements are practice management systems, contract
management, referrals, eligibility verification, remittance advice and
outsourcing capabilities, as well as new information management services. The
market includes, among others, providers, hospitals, managed care companies,
payers, and pharmaceutical manufacturers.
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Management believes that its value-added EDI network is the world's most
advanced. This network helps streamline work flow and improve cash flow and
gives health providers new, improved methods to manage data to assure a higher
quality of care at a lower cost.
NDC Health Information Services provides more end-to-end products and
services, across more segments of the health care community, than any other
company. These services include claims submission and editing; formulary
management; eligibility verification and referral authorization; claims
processing, remittance advice and enrollment; Web-enabled practice analysis,
sales force management and billing; and full or partial outsourcing services.
Large-scale data warehousing and data mining capability complement the Company's
value-added network.
The Internet is providing new tools and expanding distribution channels in
helping the Company's customers complete their business processes and obtain the
information to run their operations more effectively. The Company has Web-
enabled a number of its existing products to deliver better information
solutions with others under development.
Electronic Commerce Market
The Company believes that there are significant opportunities for continued
growth in the application of electronic transaction processing services to the
electronic commerce market. Both the Consumer-to-Business and Business-to-
Business segments of electronic commerce demand a growing array of processing
and support services. These services include deployment of terminals,
transaction authorization, data capture, merchant accounting and settlement for
credit and debit cards, check verification and guarantee services, financial
electronic data interchange and electronic cash management. Most retail credit
card transactions are no longer processed through paper-based systems and are
instead electronically authorized and settled. The Company believes that the
number of electronic transactions will continue to grow and that an increasing
percentage of these transactions will be processed via the Internet due to
convenience.
The Internet will be a major factor in accelerating the conversion of paper to
electronic pulse. This will result in greater opportunities for growth for the
Company. The Internet is an important component in the Company's strategy for
expansion of services and increases the number of distribution channels to reach
new customers. The Company's management believes that "brick and mortar"
retailers will be successful virtual retailers as they leverage their brand
awareness, along with emerging "e-tailers" which are creating broader
transactions markets. The Company provides what it believes is the industry's
first end-to-end merchant store front solution, which includes the ability for
the customer to build its own "virtual" retail store site quickly by using
"click and build" software. eCommerce services provide merchants with Internet
service and web hosting capabilities, as well as secure credit and debit card
processing. Additional new Internet products include on-line banking solutions
and Internet-based tax payment services.
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Utilization of debit cards as a general payment mechanism for goods and
services continues to increase at a higher rate than credit card growth. The
Company is also experiencing growth in the check verification/guarantee areas.
We are striving to handle all types of non-cash payments. The continued rapid
expansion of the Internet also provides potential growth opportunities for
electronic payment applications. In addition, the Company believes the
proliferation of affinity or co-branded cards that provide consumers with added
benefits should contribute to increased use of credit and debit cards and the
growth of the electronic commerce market.
Business-to-Business EDI using purchasing card technology and its associated
systems software is providing businesses with increased efficiency and is
providing the Company with strong growth in industries that have not
traditionally utilized credit cards. Purchasing cards and the related Business-
to-Business EDI replace the paper ordering, invoicing and payment processing
with electronic transactions. NDC eCommerce is a market leader in Business-to-
Business EDI and purchase card acceptance among suppliers by providing full EDI
data capability.
Other service providers similar to the Company provide high volume electronic
transaction processing and support services directly to banking institutions and
other new entrants into the business. The shift in the industry from
traditional financial institution providers to independent providers is due in
large part to more efficient distribution channels as well as the increased
technological capabilities required for the rapid and efficient creation,
processing, handling, storage and retrieval of information. These technological
capabilities have become increasingly complex, requiring significant capital
commitments to develop, maintain and update the systems necessary to provide
these technologically advanced services at a competitive price. As a result,
several large merchant processors, including the Company, have expanded their
operations through the creation of alliances or joint ventures with banks and
acquisitions of new merchant accounts from banks that previously serviced those
accounts. In addition, many small information processing organizations are
consolidating with larger service providers.
In addition to services that enable merchants to accept credit and debit
cards, the market continues to expand to include increasing levels of check
verification and guarantee services. Demand for these services has been growing
in recent years as merchants seek to reduce losses related to bad checks and use
check acceptance to increase sales.
The Company provides a full range of value-added solutions to manage all
aspects of its customers' electronic payment and other processing needs. These
services provide banks with credit card authorization, merchant accounting and
marketing support; merchants with Internet storefront development, Web hosting
and processing; specialized retailers with on-line and off line payment
processing; and corporations with purchasing card and cash management services.
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Business Strategy
The Company's business strategy centers on providing end-to-end solutions,
value-added information processing services in the markets it serves. NDC
believes that both the health care and electronic commerce markets present
attractive opportunities for continued growth. In pursuing its business
strategy, the Company seeks both to increase its penetration of existing
information processing and application systems markets and to continue to
identify and create new markets through the:
. development of value-added applications, enhancement of existing products
and development of new systems and services;
. expansion of distribution channels (including the Internet); and
. acquisition of, or alliance with, companies that have compatible
products, services and/or distribution capabilities.
Products and Services
The Company operates in two principal business segments, Health Information
Services and eCommerce. The Company has offices in the United States, Canada and
the United Kingdom. The following discussion highlights products in each
segment. For more financial information, see the Management's Discussion and
Analysis of Financial Condition and Results of Operations and note 11 to the
Consolidated Financial Statements on page A-41.
NDC Health Information Services
NDC Health Information Services provides a large variety of electronic
information products and services to numerous segments of the Healthcare
industry. The Company's products include electronic claims processing, claims
adjudication and payment systems, funding capabilities, billing services,
accounts receivable resolution, business office management services, practice
management systems and clinical database information. The Company provides these
products and services to pharmacies, pharmaceutical manufacturers, dentists,
physicians, hospitals, integrated delivery systems, managed care organizations,
payers, government health care agencies, distributors, clinics, nursing homes
and internet portals. These solutions assist the Company's customers to
increase efficiency, enhance the quality of patient care, strengthen their
management of revenue and cash flow, reduce overhead costs, react quickly to
changing market conditions, improve business operations, and streamline
administrative processes. Our health information network moves vast amounts of
data throughout the healthcare community, providing value-added content all
along the way.
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The Company provides these services and products through their value-added
network. The Internet is providing alternatives to handle administrative
transactions as well as accelerate demand for new sources of clinical and
decision support information. The Company is aggressively building on our
network and data management capabilities to take advantage of the Internet and
other changes.
Revenue for the Company's Health Information Services consists of recurring
transaction processing, monthly maintenance and support fees, software license
revenue and proceeds from the sale of practice management systems, as well as
upgrade charges for additional applications. Fees for electronic claims
processing services are based on a per transaction rate, with the rate varying
depending upon the volume and scope of services provided. In addition, the
Company realizes revenue based on a percentage of the net collections related to
the management of hospital and physician group business offices.
EDI
NDC Health Information Services provides various EDI and transaction
processing services to participants in the healthcare market. The Company
provides the network connectivity and EDI transaction services payers need to
communicate electronically with their provider networks. Through its transaction
network, the Company provides an electronic link, directly or indirectly through
other clearinghouses or vendors, or through the Internet, to managed care
organizations, pharmacies, physicians, hospitals, dentists, HMO's and preferred
provider organizations. These services include transaction submission,
eligibility verification, patient-specific benefit coverage, transaction data
capture and editing, claim adjudication, remittance processing, credit / debit
card authorization, check guarantee services and retrospective and prospective
drug utilization review. These services allow customers to exchange patient
treatment and payment electronically, receive reimbursement quickly, process
claims electronically, and streamline internal processes.
Practice Management Systems
The Company's practice management systems are designed to provide the health
care market with application solutions that improve the efficiency of
operations, address cost containment concerns and enhance overall quality of
patient care. These practice management systems are offered with the Company's
transaction processing services, check, credit / debit card processing
capabilities and other associated functions, such as inventory reporting and
ordering.
The Company's physician and dental practice management systems are designed to
significantly improve the efficiency of office management and provide the
following value-added services:
. patient scheduling and recall,
. billing, claim submission and collection,
. patient record accounting,
. eligibility verification,
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. coordination of multiple payers and payment plans,
. insurance transaction information and
. electronic processing.
The Company's pharmacy practice management systems provide solutions for chain
and independent pharmacies, hospitals, mail order, HMO's, clinics and nursing
homes. These systems enable pharmacists to manage and perform patient
registration, drug record-keeping, private and third-party billing, inventory
control and ordering, price updates, management reporting and drug database
updates to detect potential clinical dispensing and prescribing problems. The
Company also provides products allowing customers to order refill prescriptions
via telephone and enable physicians to electronically transmit prescriptions
directly to pharmacies utilizing NDC's pharmacy management systems.
Information Management
The Company is a leading provider of proprietary health care information and
consulting services, primarily to the pharmaceutical and retail pharmacy
markets. This group gathers data from pharmacies, pharmacy chains and health
care providers. The information management services enable their customers to
better understand individual prescriber, payer, consumer, pharmacy benefit
manager and retail pharmacy behavior in order to compete more effectively in the
market.
This information is maintained in its proprietary database, which is one of
the industry's largest banks of prescription, prescriber, pharmacy and managed
care data. This encyclopedic, automated information warehouse is the vital core
upon which most of the Company's information management products and services
are based. Using this database and other tools, the Company is able to provide
critical competitive intelligence for its client companies. The Internet is
serving as a highly efficient means of gathering business information and
delivering business solutions more quickly, accurately and cost-effectively.
The Company provides its services through a broad array of information
services, including data mining and integrated marketing decision-making tools.
It draws from a comprehensive cross-section of data ranging from regional and
demographic characteristics to individual prescription analysis to build service
programs tailored to individual customers and specific applications. The Company
typically enters into significant, long-term relationships with its customers,
providing integrated decision support services to executives in the sales,
marketing, market research and information technology areas.
Management Services
The Company provides business office services designed to increase
profitability in hospital and physician group business offices. To assist with
managed care contract administration, the Company offers systems that provide
consistent interpretation of contract terms and improved revenue recovery rates.
Consultant audit services identify lost revenue, improve billing accuracy and
speed reimbursement. The Company also can provide comprehensive outsourcing
services ranging from accounts receivable management
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to financial, administrative and strategic support, data management and
information services.
Internet Products and Services
During fiscal years 1998 and 1999, the Company accelerated its investment in
development and announced a new range of Internet enabled products and services.
This includes Web-enabling many of our existing products and services and also
developing totally new Internet products for a broader set of customers and
distribution channels. These Internet offerings include:
. physician services (including data warehousing, practice analysis,
resource utilization and others);
. sales and marketing services (including performance management, resource
allocation and others);
. research services (outcome studies and pricing analysis); and
. patient services.
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NDC eCommerce
NDC eCommerce is a world-wide provider of a wide range of value-added end-to-
end electronic commerce and payment processing solutions to the retail,
hospitality, automotive, health care, university, cable providers, cellular
telephone providers and government markets. The Company offers electronic data
interchange ("EDI") and Internet- based purchasing and payment services, credit
and debit card authorization and processing services, check verification and
guarantee, cash management, Internet based tax payment, Internet based on-line
banking and other related services directly to merchants and indirectly through
financial institutions. The Company is one of the largest independent
transaction processors of credit cards in the world.
The Company's distribution channels include banks, alliances and associations
as well as value-added reseller and independent reseller relationships serving a
large and diverse merchant community of thousands of corporations, hundreds of
financial institutions, and numerous universities, state and federal agencies.
Merchant Processing Services
These services provide a single source solution for delivering merchant
payment services. These services consist of:
. Credit/Debit card transaction processing;
. Electronic Authorization/Capture (which incorporates the capabilities of
the Company's authorization system, combined with enhanced software)
enables an entire data transmission to be electronically captured and
transmitted to provide faster clearing through the banking system;
. An advanced merchant accounting system allowing maximum flexibility to
record activity and fund merchants;
. Exception processing, including sales draft retrieval and chargeback
resolution;
. Clearing/settlement;
. Fraud monitoring;
. Customized, value-added applications for retailers, restaurants, lodging
and direct marketers; and
. Check Verification and Guarantee (Check guarantee differs from check
verification in that the Company not only verifies the transaction but also
guarantees payment. Fees for the Company's check verification services are
based on a per transaction rate, while fees for its check guarantee
services are based on a percentage, or discount, of the face value of each
check guaranteed by the Company).
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Internet Merchant Services
These services offer secure and reliable payment processing solutions for
electronic commerce on the Internet. NDC provides an end-to-end merchant
storefront Internet solution. Merchants using the Company's Internet product can
build their own "virtual" retail site quickly by using "click and build"
software. Merchants receive Internet service and web hosting capabilities, as
well as a secure gateway to forward transaction information for clearing.
Through a secure, multi-currency, on-line payment gateway, customers can view
and purchase goods and services in their local currency.
Internet Banking and Financial Services
NDC's Internet banking solution enables financial institutions to offer
home banking services to their retail and commercial customers to maximize
customer relationships, generate fee income and attract new customers. These
products and services include, among others: detailed account access and
reporting, income and expenditure tracking, cash management, credit card
reporting, as well as the capability to link to insurance, imaging, investment
and mortgage services.
Internet Tax Filing and Payment Services
This service allows financial institutions and government agencies to offer
corporate taxpayers a secure and convenient way to pay taxes electronically.
Security on the system is handled through both encryption and multi-level
password access. The web site is the portal for receiving secure web forms with
appropriate tax information and delivering the secure web transaction for
payment. It allows businesses to easily comply with state and federal tax
regulations while maintaining control of the timing for tax payments.
Terminal Management Services
The Company provides total terminal management and support which includes:
programming/deployment, training, maintenance, warehousing, reporting, inventory
control, and equipment replacement.
Portfolio Risk Management
The Company provides services to allow financial institutions to monitor
credit risk to enhance the profitability of their portfolios by providing
services such as:
. Credit Underwriting;
. Credit Scoring;
. Fraud Control;
. Account Processing; and
. Collections.
Business-to-Business Services
These products include purchasing card, multinational cash management,
financial EDI, electronic funds transfer, and Internet services. The NDC cash
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management system is specifically designed for use by large multi-national
corporations in a multi-currency, multi-bank environment. The products and
services provide multi-currency/multi-format financial, management and
operational data to corporate and government institutions worldwide.
Organizations use these services to collect, consolidate and report financial,
administrative and operating data from hundreds of thousands of locations.
Sales and Marketing
The Company's electronic transaction processing services are offered to the
health care markets directly through Company personnel and through alliances
with other organizations. The Company's practice management systems are marketed
primarily through alliances with other companies, value-added re-sellers, as
well as the Company's personnel. During 1998, the Company launched a branding
program, to organize its healthcare business under a single identity. During
1999, the Company formed its eCommerce line of business by consolidating its
Integrated Payment Systems and Global Payment Systems business units to provide
seamless delivery of its expanding product line to its customers. The Company
markets its electronic commerce products and services through financial
institutions, bank alliance programs, its own sales personnel and also through
independent contractors and value-added resellers.
Operations and Systems
The Company operates multiple data and customer support facilities. The
primary facilities are in Atlanta, Georgia; Phoenix, Arizona; Tulsa, Oklahoma;
Hanover, Maryland; Dallas, Texas; Los Angeles, California; Winston Salem, North
Carolina; Cleveland, Ohio; Newark, New Jersey; and St. Louis, Missouri with
others in Pennsylvania, Virginia, Idaho, Illinois, Michigan, Utah, Canada and
the United Kingdom.
Because of the large number and variety of NDC's products and services, the
Company does not rely on a single technology to satisfy its sophisticated
computer systems needs but instead employs the best available technology that is
suitable for each particular task. Given this approach, NDC utilizes (i) Tandem
fault-tolerant computers for high volume, fast response transaction processing;
(ii) client-server technology for end-user data base applications; (iii) the
latest Unisys and IBM mainframe systems and the OS/2200/MVS operating system for
large scale transaction and batch data base processing; and (iv) HP, DEC, SUN,
Sequent, UNIX, NT and Windows based systems for specialized communication and
data base applications systems. The larger systems are linked via high speed,
fiber optic-based networked backbones for file exchange and inter-system
communication purposes; others use high speed LAN connections. The bulk of these
system connections utilize the Internet TCP/IP architecture. NDC also maintains
storage systems connected to the backbones, including robotic tape libraries and
optical storage for archival purposes. An experienced systems support,
operations and production control staff, with an advanced network control
center, supports the Company's systems.
14
<PAGE>
The Company's communications network is made up of several discrete networks;
each designed for a different purpose. NDC maintains three primary networks: a
dial-up, short transaction network called FASTNET; a private line nationwide
high bandwidth network; and a dial-up voice/data network for interactive and
voice traffic. The Company also maintains a number of support services offering
satellite, wireless, Internet and ISDN connectivity.
Competition
The most significant competitive factors related to the Company's services are
quality, value-added features, functionality, price and reliability of service.
Potential competition in the healthcare EDI and transaction processing market
arises from companies like NDC Health Information Services that are similarly
specialized, and also from companies involved in other, more highly developed
sectors of the EDI transaction processing market. Such companies could focus
more attention on the healthcare EDI transaction processing market as it
develops. The emergence of the Internet as a distribution channel is providing a
competitive shift in the marketplace.
Factors influencing competition in the healthcare EDI market and transaction
processing market include (1) compatibility with the provider's software and
inclusion in practice management software products, (2) in the case of the
pharmacy market, relationships with major pharmacy chains, and (3) relationships
with third-party payors and managed care organizations. The Company believes
that the breadth, price and quality of its services are the most significant
factors in developing and maintaining relationships with its customers.
Potential competition in the electronic commerce market arises not only from
companies like NDC eCommerce that are similarly specialized, but also from
companies that internally perform processing or other related services offered
by the Company. In addition, the Company believes that recently enacted changes
in telecommunications and other laws and developments regarding the Internet and
other technologies related to electronic commerce may result in competition from
entities with access to significant capital and management resources.
The Company creates a differentiated competitive position in its product areas
by offering a variety of value-added solutions to its customers. These enhanced
services involve sophisticated reporting features that add value to information
obtained from the Company's electronic commerce transaction processing
databases. The Company believes that its knowledge of its specific markets and
its ability to offer specific, integrated solutions to its customers, including
hardware, software, processing, and network facilities and its flexibility in
packaging these products, is a positive factor pertaining to the competitive
position of the Company.
15
<PAGE>
Research and Development
During fiscal 1999, 1998 and 1997, the Company expensed approximately $3.9
million, $10.6 million (plus a non-recurring charge of $67.0 million described
below) and $13.2 million, respectively, on activities relating to the
development and improvement of new and existing products, services and
techniques. Research and development costs for fiscal 1998 includes $67.0
million determined by an independent third party valuation representing in-
process research and development activities acquired through the Source
acquisition. These costs were not capitalizable and were appropriately charged
to expense under generally accepted accounting principles (see Note 4 to the
Consolidated Financial Statements on Page A- 28 of this report).
Employees
As of May 31, 1999 the Company and its subsidiaries had approximately 6,000
employees.
16
<PAGE>
Item 2. PROPERTIES
- -------------------
The Company's corporate headquarters are located in Atlanta, Georgia. The
Company occupies a six-story, 120,000 square foot building at Two National Data
Plaza in Atlanta, Georgia. There is no outstanding debt on the facility.
Additionally, in May 1999, the Company purchased a previously leased (by the
Company) fully occupied five-story, 80,000 square foot corporate headquarters
building at One National Data Plaza in Atlanta. There is an existing $3.4
million mortgage on this facility which the Company assumed.
In addition to the above facilities, the Company leases or rents a total of
124 other facilities. Of these 124, 25 are regional operating centers and 99 are
sales offices. Included in these totals are 7 foreign locations. The Company
owns or leases a variety of computers and other computer equipment for its
operational needs. In recent years the Company has significantly upgraded and
expanded its computers and related equipment in order to increase efficiency,
enhance reliability, and provide the necessary base for business expansion.
The Company believes that its facilities and equipment are suitable and
adequate for the business of the Company as presently conducted.
Information about leased properties is incorporated by reference from Note 14
of the Notes to the Consolidated Financial Statements on page A- 45 of this
Report.
Item 3. LEGAL PROCEEDINGS
- --------------------------
The Company is party to a number of claims and lawsuits incidental to its
business. In the opinion of management, the ultimate outcome of such matters,
in the aggregate, will not have a material adverse impact on the Company's
financial position, liquidity or results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
17
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, titles, ages, and business experience of all present executive
officers of the Company are listed below. All officers hold office at the
pleasure of the Board of Directors, unless they earlier retire or resign.
<TABLE>
<CAPTION>
Name Business Experience Age
---- ------------------- ---
<S> <C> <C>
Robert A. Yellowlees Chairman of the Board of the Company since June 1992; 60
President, Chief Executive Officer and Chief Operating
Officer of the Company since May 1992; director of John
H. Harland Co. and Protective Life Corporation. Mr.
Yellowlees has been a director of the Company since
April 1985.
Robert R. Brown President, Information Solutions Group since July 1999; 55
General Manager, Information Solutions Group from
December 1997 to June 1999; President and Chief
Operating Officer, Walsh America from January 1995 to
December 1997; Senior Vice President, Information
Services and Chief Information Officer FoxMeyer
Corporation from 1992 to January 1995
Thomas M. Dunn Chief Operating Officer, NDC eCommerce since March 1999; 42
General Manager, Integrated Payment Systems from June
1996 to March 1999; Group Vice President from August
1992 to June 1996; and Division Vice President from
August 1988 to August 1992.
Paul R. Garcia Chief Executive Officer, NDC eCommerce since July 1999; 46
President and Chief Executive Officer of Productivity
Point International from March 1997 to September 1998;
Group President of First Data Card Services from 1995 to
1997.
Walter M. Hoff Chief Executive Officer, Health Information Services 47
since August 1998; Executive Vice President of First
Data Corporation from 1992 to 1998.
</TABLE>
18
<PAGE>
<TABLE>
<S> <C> <C>
Kevin C. Shea Chief Financial Officer of the Company since May 1998; 49
Executive Vice President, Corporate Strategy & Business
Development from June 1996 to May 1998; General Manager,
Integrated Payment Systems, from September 1992 to May
1996 and Executive Vice President, National Data Payment
Systems, Inc. from December 1990 through August 1992.
David H. Shenk Controller and Chief Accounting Officer of the Company 51
since January 1998; Corporate Controller, Rollins, Inc.,
1992-1997
Suellyn P. Tornay Acting General Counsel since April 1999; various 38
management positions in the Legal department since
January 1987.
</TABLE>
19
<PAGE>
PART II
-------
Item 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
- ----------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
- ---------------------------
Market Price and Dividend Information appears on Page A-2 of this report.
Item 6. SELECTED FINANCIAL DATA
- --------------------------------
Selected Financial Data appears on Page A-1 of this report. Additional
discussion of Business Acquisitions appears in Footnote 2 on page 25 of this
report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages A-3 to A-17 of this report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
This disclosure is included in the Management's Discussion and Analysis of
Financial Condition and Results of Operations which appears on pages A-3 to A-17
of this report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
Financial statements and supplementary information appears on pages A-18 to A-48
of this report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -----------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
20
<PAGE>
PART III
--------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The Company hereby incorporates by reference the information contained under
the heading "Election of Directors - Certain Information Concerning Nominee and
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" from
its definitive Proxy Statement to be delivered to the stockholders of the
Company in connection with the 1999 Annual Meeting of Stockholders to be held on
October 28, 1999. Certain information relating to executive officers of the
Company appears at pages 16 to 17 of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
- --------------------------------
The Company hereby incorporates by reference the information contained under
the heading "Election of Directors - Compensation and Other Benefits" from its
definitive proxy statement to be delivered to the stockholders of the Company in
connection with the 1999 Annual Meeting of Stockholders to be held on October
28, 1999. In no event shall the information contained in the proxy statement
under the sections entitled "Stockholder Return Analysis" and "Report of the
Compensation Committee" be included herein by this reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The Company hereby incorporates by reference the information contained under
the headings "Election of Directors - Common Stock Ownership of Management" and
" - Common Stock Ownership by Certain Other Persons" from its definitive Proxy
Statement to be delivered to the stockholders of the Company in connection with
the 1999 Annual Meeting of Stockholders to be held on October 28, 1999.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Neil Williams, a Director of the Company, is a partner of Alston & Bird LLP
(attorneys and counsel for the Company). The Company paid Alston & Bird LLP
approximately $726,186, $830,700 and $1,371,600 in fiscal 1999, 1998 and 1997,
respectively for legal services rendered in connection with numerous matters.
21
<PAGE>
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a)(1) The following consolidated financial statements for the Registrant and
its subsidiaries appear in Appendix A to this report and are filed as a part
hereof:
Consolidated Statements of Income for each of the three fiscal years ended May
31, 1999.
Consolidated Balance Sheets at May 31, 1999 and 1998.
Consolidated Statements of Changes in Shareholders' Equity for each of the three
fiscal years ended May 31, 1999.
Consolidated Statements of Cash Flows for each of the three fiscal years ended
May 31, 1999.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants
(a)(2) Other than as described below, Financial Statement Schedules are not
filed with this Report because the Schedules are either inapplicable or the
required information is presented in the Financial Statements or Notes thereto.
The following Schedule is filed in Appendix A as a part hereof:
Consolidated Schedule II - Valuation and Qualifying Accounts.
Report of Independent Public Accountants as to Schedule
(a)(3) Exhibits
2(i) Stock Purchase Agreement dated September 3, 1996, as amended, September
24, 1996 between the Registrant and Equifax Healthcare Information Services,
Inc. (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K dated
October 1, 1996, File No. 001-12392, and incorporated herein by reference.)
(ii) Stock Purchase Agreement dated December 5, 1996 among the Registrant, Blue
Cross and Blue Shield of Virginia and Consolidated Healthcare, Inc. (filed as
Exhibit 2 to the Registrant's Current Report on Form 8-K dated December 31,
1996, File No. 001-12392, and incorporated herein by reference.)
(iii) Stock Purchase Agreement dated as of August 20, 1997, by and among
Registrant, PMSI Database Holdings, Inc. and Pharmaceutical Marketing Services,
Inc. (included as Exhibit 2.1 to the Registrant's Registration Statement on Form
S-4
22
<PAGE>
(Registration No. 333-35991), as amended, previously filed and incorporated by
reference herein).
(iv) Agreement and Plan of Merger dated as of August 20, 1997 by and among the
Registrant, Source Informatics Inc., and a wholly owned Subsidiary of the
Registrant (included as Exhibit 2.1 to the Registrant's Registration Statement
on Form S-4 (Registration No. 333-35995), as amended, previously filed with the
Commission and incorporated by reference herein).
(v) Agreement and Plan of Merger dated as of October 14, 1997 by and among the
Registrant, a Subsidiary of the Registrant and Physician Support Systems,
Inc.(filed as Annex A to the Proxy Statement/Prospectus previously filed as part
of the Registrant's Registration Statement on Form S-4 (Registration No. 333-
40153) and incorporated by reference herein).
(3)(i) Certificate of Incorporation of the Registrant, as amended (filed as
Exhibit 4(a) to the Registrant's Registration Statement on Form S-8
(Registration No. 333-05427) and incorporated herein by reference).
(ii) Certificate of Amendment to Certificate of Incorporation of the Registrant,
dated October 28, 1996 (filed as Exhibit 3.1 to the Registrant's Current Report
on Form 8-K dated October 29, 1996, file No. 001-12392, and incorporated herein
by reference.)
(iii) Amended Certificate of Designations of the Registrant, dated October 28,
1996 (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated
October 29, 1996, file No. 001-12392, and incorporated herein by reference.)
(iv) Bylaws of the Registrant, as amended (filed as Exhibit 3(ii) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1991, File
No. 001-12392, and incorporated herein by reference.)
(v) Amendment to Bylaws of the Registrant, as previously amended (filed as
Exhibit 3(iii) to the Registrant's Annual Report on Form 10-K for the year ended
May 31, 1995, File No. 001-12392, and incorporated herein by reference.)
(4)(i) Rights Agreement, dated as of January 18, 1991, between the Registrant
and the Rights Agent, as amended (incorporated by reference from Exhibit 2 to
the Registrant's Registration Statement on Form 8-A, File No. 001-12392, as
filed on October 5, 1993.)
(ii) Form of Indenture between the Registrant and The First National Bank of
Chicago, as Trustee, relating to Registrant's 5% Convertible Subordinated Notes
due 2003 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated
October 29, 1996, File No. 001-12392, and incorporated herein by reference.)
23
<PAGE>
(iii) Form of the Registrant's 5% Convertible Subordinated Note due 2003 (filed
as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated October 29,
1996, File No. 001-12392, and incorporated herein by reference.)
(10)(i) Operating Agreement of Global Payment Systems LLC dated March 31, 1996
between MasterCard International Incorporated, GPS Holding Limited Partnership,
National Data Corporation of Canada, Ltd., National Data Corporation, NDC
International, Ltd. and National Data Payment Systems, Inc. (filed as Exhibit
10(i) to the Registrant's Annual Report on Form 10-K for the year ended May 31,
1996, File No. 001-12392, and incorporated herein by reference).
(ii) Registration Rights Agreement dated April 1, 1996 between Global Payment
Systems LLC and MasterCard International Incorporated (filed as Exhibit 10(ii)
to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1996,
File No. 001-12392, and incorporated herein by reference).
(iii) Credit Agreement dated as of December 19, 1997, among the Registrant, The
First National Bank of Chicago, as Administrative Agent, Wachovia Bank, N.A., as
Documentation Agent, and the Lenders named therein. (filed as Exhibit 10.7 to
the Registrant's Annual Report on Form 10-K for the year ended May 31, 1998,
File No. 001-12392, and incorporated herein by reference).
(iv) First Amendment dated April 10, 1998 to the Credit Agreement dated as of
December 19, 1997, among the Registrant, The First National Bank of Chicago, as
Administrative Agent, Wachovia Bank, N.A., as Documentation Agent, and the
Lenders named therein. (filed as Exhibit 10.8 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1998, File No. 001-12392, and
incorporated herein by reference).
(v) Second Amendment dated October 14, 1998 to the Credit Agreement dated as of
December 19, 1997, among the Registrant, The First National Bank of Chicago, as
Administrative Agent, Wachovia Bank, N.A., as Documentation Agent, and the
Lenders named therein.
(vi) Third Amendment dated February 26, 1999 to the Credit Agreement dated as of
December 19, 1997, among the Registrant, The First National Bank of Chicago, as
Administrative Agent, Wachovia Bank, N.A., as Documentation Agent, and the
Lenders named therein.
(vii) Fourth Amendment dated July 7, 1999 to the Credit Agreement dated as of
December 19, 1997, among the Registrant, The First National Bank of Chicago, as
Administrative Agent, Wachovia Bank, N.A., as Documentation Agent, and the
Lenders named therein.
24
<PAGE>
Executive Compensation Plans and Arrangements
(viii) Form of Executive Severance Compensation Agreement with certain executive
officers (filed as Exhibit 10(ii) to the Registrant's Annual Report on Form 10-K
for the year ended May 31, 1986, File No. 001-12392, and incorporated herein by
reference.)
(ix) Non-Employee Directors Stock Option Plan (filed as Exhibit 10(iv) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1987, File
No. 001-12392, and incorporated herein by reference.)
(x) 1995 Non-Employee Director Compensation Plan (filed as Exhibit 10(vii) to
the Registrant's Annual Report on Form 10-K for the year ended May 31, 1996,
File No. 001-12392, and incorporated herein by reference).
(xi) Amended and Restated Retirement Plan for Non-Employee Directors, dated as
of April 20, 1994 (filed as Exhibit 10(xii) to the Registrant's Annual Report on
Form 10-K for the year ended May 31, 1994, File No. 001-12392, and incorporated
herein by reference.)
(xii) Amendment to Amended and Restated Retirement Plan for Non-Employee
Directors (filed as Exhibit 4(xi) to the Registrant's Annual Report on Form 10-
K for the year ended May 31, 1995, File No. 001-12392, and incorporated herein
by reference).
(xiii) 1983 Restricted Stock Plan, as amended (incorporated by reference from
Exhibit 10 to the Registrant's Registration Statement on Form S-8, No. 333-
05451).
(xiv) 1987 Stock Option Plan, as amended (incorporated by reference from
Exhibit 10 to the Registrant's Registration Statement on Form S-8, No. 333-
05449).
(xv) Amended and Restated C.I.S. Technologies, Inc. Stock Option Plan
(incorporated by reference from Exhibit 10(a) to the Registrant's Registration
Statement on Form S-8, No. 333-05427).
(xvi) Amended and Restated C.I.S. Technologies, Inc. Employee Stock Option Plan
(incorporated by reference from Exhibit 10(b) to the Registrant's Registration
Statement on Form S-8, No. 333-05427).
(xvii) C.I.S. Technologies, Inc. HCC Management Stock Option Plan (incorporated
by reference from Exhibit 10(c) to the Registrant's Registration Statement on
Form S-8, No. 333-05427).
(xviii) C.I.S. Technologies, Inc. 1995 Directors' Stock Option Plan
(incorporated by reference from Exhibit 10(d) to the Registrant's Registration
Statement on Form S-8, No. 333-05427).
25
<PAGE>
(xix) C.I.S. Technologies, Inc. 1995 Stock Incentive Plan (incorporated by
reference from Exhibit 10(e) to the Registrant's Registration Statement on Form
S-8, No. 333-05427).
(xx) Supplemental Executive Retirement Plan effective June 1, 1997
(incorporated by reference from Exhibit 10(xx) to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1997, File No. 001-12392).
(xxi) Amendment to Registrant's 1987 Stock Option Plan effective September
28, 1996 (incorporated by reference from Exhibit 10(xxi) to the Registrant's
Annual Report on Form 10-K for the year ended May 31, 1997, File No. 001-12392).
(xxii) Amendment to Registrant's 1983 Restricted Stock Plan effective December
17, 1996 (incorporated by reference from Exhibit 10(xxii) to the Registrant's
Annual Report on Form 10-K for the year ended May 31, 1997, File No. 001-12392).
(xxiii) Employment Agreement effective June 1, 1997 between Robert A.
Yellowlees and the Registrant (incorporated by reference from Exhibit 10(xxiv)
to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1997,
File No. 001-12392).
(xxiv) Synergistic Systems, Inc. 1996 Stock Option Plan (incorporated herein
by reference from Exhibit 4(a) to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-44823).
(xxv) Physician Support Systems, Inc. 1996 Stock Option Plan (incorporated
herein by reference from Exhibit 4(b) to the Registrant's Registration Statement
on Form S-8 (Reg. No. 333-44823).
(xxvi) Employment Agreement dated December 10, 1997 between Robert Brown and
Source Informatics, Inc.
(xxvii) Amendment dated May 31, 1999 to the Employment Agreement effective
June 1, 1997 between Robert A. Yellowlees and the Registrant.
(xxviii) Amendment to the National Data Corporation Employees Retirement Plan
effective July 31, 1998 (incorporated by reference from Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter end August 31, 1998,
File No. 001-12392).
(xxix) Amendment to the 1984 Non-Employee Director Stock Option Plan effective
October 22, 1998.
26
<PAGE>
(21) Subsidiaries of the Registrant
(23) Consent of Independent Public Accountants
(27) Financial Data Schedule (for SEC use only).
(99.1) Private Securities Litigation Reform Act Of 1995 Safe Harbor Compliance
Statement For Forward-Looking Statements.
(b) None.
(c) The Exhibits to this Report are listed under Item 14(a)(3) above.
(d) The Financial Statement Schedule to this Report is listed under Item
14(a)(2) above.
27
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, National Data Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL DATA CORPORATION
By: /s/ Robert A. Yellowlees
----------------------------
Robert A. Yellowlees, Chairman of the
Board, President and Chief Executive
Officer
(Principal Executive Officer)
By: /s/ Kevin C. Shea
---------------------
Kevin C. Shea
Chief Financial Officer
(Principal Financial Officer)
By: /s/ David H. Shenk
----------------------
David H. Shenk
Controller
(Chief Accounting Officer)
Date: August 23, 1999
28
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by a majority of the Board of Directors of the Registrant
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert A. Yellowlees Chairman of the Board, August 16, 1999
- ------------------------ Chief Executive Officer
Robert A. Yellowlees
/s/ Edward L. Barlow Director August 16, 1999
- --------------------
Edward L. Barlow
/s/ J. Veronica Biggins Director August 16, 1999
- -----------------------
J. Veronica Biggins
/s/ James B. Edwards Director August 16, 1999
- ----------------------
James B. Edwards
/s/ Neil Williams Director August 16, 1999
- ------------------
Neil Williams
</TABLE>
29
<PAGE>
APPENDIX A
to
ANNUAL REPORT ON FORM 10-K
NATIONAL DATA CORPORATION AND ITS SUBSIDIARIES
FINANCIAL STATEMENTS AND SCHEDULES
CONTENTS
<TABLE>
<S> <C>
Selected Financial Data............................................................................... A-1
Market Price and Dividend Information................................................................. A-2
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................................ A-3
Consolidated Statements of Income (Loss) for each of the three years
ended May 31, 1999............................................................................... A-18
Consolidated Statements of Cash Flows for each of the three years ended
May 31, 1999..................................................................................... A-19
Consolidated Balance Sheets at May 31, 1999 and 1998.................................................. A-20
Consolidated Statements of Changes in Shareholders' Equity for each of
the three years ended May 31, 1999............................................................... A-21
Notes to Consolidated Financial Statements............................................................ A-22
Report of Independent Public Accountants.............................................................. A-48
Consolidated Schedule II - Valuation and Qualifying Accounts.......................................... A-49
Report of Independent Public Accountants As to Schedule............................................... A-50
Index to Exhibits .................................................................................... A-51
Consent of Independent Public Accountants.......................................................... A-53
</TABLE>
<PAGE>
Selected Consolidated Financial Data
(In thousands, except per share data)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------------------------------------------------------------------------------
Revenue:
<S> <C> <C> <C> <C> <C>
Health Information Services $455,594 $ 357,498 $267,488 $ 210,164 $175,529
eCommerce 329,312 291,546 257,679 180,924 158,378
-------------------------------------------------------------------------------
Total $784,906 $ 649,044 $525,167 $ 391,088 $333,907
Operating Income (Loss) $133,006 ($25,896) $ 60,852 ($14,830) $ 29,645
Net Income (Loss) $ 71,437 ($61,326) $ 29,398 ($11,845) $ 18,642
Diluted Earnings (Loss) Per $ 2.02 ($1.90) $ .91 ($.40) $ .67
Share
Dividends Per Share $ .30 $ .30 $ .30 $ .30 $ .30
Total Assets $764,928 $ 731,215 $626,322 $ 442,351 $347,663
Long-Term Obligations $190,177 $ 180,541 $165,388 $ 23,329 $ 44,932
Total Shareholders' Equity $409,094 $ 347,935 $323,249 $ 283,735 $174,715
</TABLE>
The Company incurred non-recurring charges of $120.2 million, $9.5 million
and $47.7 million in fiscal 1998, 1997 and 1996, respectively. Operating income
excluding these charges was $94.3 million, $70.4 million and $32.9 million in
fiscal 1998, 1997 and 1996, respectively. Net income excluding these charges was
$49.9 million or $1.48 per share, $39.8 million or $1.23 per share, and $21.0
million or $0.67 per share in fiscal 1998, 1997 and 1996, respectively.
A-1
<PAGE>
MARKET PRICE AND DIVIDEND INFORMATION
- -------------------------------------
National Data Corporation's common stock is traded on the New York Stock
Exchange under the ticker symbol "NDC." The high and low sales prices and
dividends paid per share of the Company's common stock for each quarter during
the last two fiscal years were as follows:
<TABLE>
<CAPTION>
Dividend
High Low Per Share
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fiscal Year 1999
First Quarter $44.86 $34.81 $.075
Second Quarter 38.54 26.36 .075
Third Quarter 55.07 35.82 .075
Fourth Quarter 48.63 36.81 .075
Fiscal Year 1998
First Quarter $46.50 $36.31 $.075
Second Quarter 44.25 33.75 .075
Third Quarter 44.63 32.13 .075
Fourth Quarter 46.00 35.50 .075
</TABLE>
The number of shareholders of record as of August 10, 1999 was 4,022.
A-2
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For an understanding of the significant factors that influenced the
Company's results during the past three years, the following discussion should
be read in conjunction with the consolidated financial statements of the Company
and related notes appearing elsewhere in this report.
Results of Operations
General
National Data Corporation ("NDC" or "the Company") is a leading provider of
high volume information services and systems to the health care and electronic
commerce markets. The Company operates in two principal business segments: NDC
Health Information Services and NDC eCommerce.
NDC Health Information Services provides a large variety of electronic
information products and services to numerous segments of the health care
industry. The Company's products include electronic claims processing, claims
adjudication and payment systems, funding capabilities, billing services,
accounts receivable resolution, business office management services, practice
management systems and clinical database information. The Company provides these
products and services to pharmacies, pharmaceutical manufacturers, dentists,
physicians, hospitals, integrated delivery systems, managed care organizations,
payers, government health care agencies, distributors, clinics, nursing homes
and internet portals. These solutions assist the Company's clients to increase
efficiency, enhance the quality of patient care, strengthen their management of
revenue and cash flow, reduce overhead costs, react quickly to changing market
conditions, improve business operations, and streamline administrative
processes. Our health information network moves vast amounts of data throughout
the healthcare community, providing value-added content all along the way.
NDC eCommerce is a worldwide provider of a wide range of value-added end-
to-end electronic commerce and payment processing solutions to the retail,
hospitality, automotive, health care, university, cable providers, cellular
telephone providers and government markets. The Company offers electronic data
interchange ("EDI") and Internet-based purchasing and payment services, credit
and debit card authorization and processing services, check verification and
guarantee, cash management, Internet-based tax payment, Internet-based on-line
banking and other related services directly to merchants and indirectly through
financial institutions. The Company is one of the largest independent
transaction processors of credit cards in the world.
The All Other and Corporate category is comprised mostly of unallocated,
direct corporate operations.
A-3
<PAGE>
The following tables are a summary of the Company's results of operations
as reported and excluding the effects of non-recurring charges (In millions,
except per share data):
<TABLE>
<CAPTION>
1999 vs. 1998 1998 vs. 1997
1999 1998 1997 Change Change
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
As Reported
Revenue $ 784.9 $649.0 $ 525.2 $ 135.9 21% $ 123.8 24%
Operating Income (Loss) 133.0 (25.9) 60.9 158.9 * (86.8) *
Net Income (Loss) 71.4 (61.3) 29.4 132.7 * (90.7) *
Diluted Earnings (Loss) Per Share 2.02 (1.90) 0.91 3.92 * (2.81) *
Excluding Non-recurring Charges
Revenue $ 784.9 $649.0 $ 525.2 $ 135.9 21% $ 123.8 24%
Operating Income 133.0 94.3 70.4 38.7 41% 23.9 34%
Net Income 71.4 49.9 39.8 21.5 43% 10.1 25%
Diluted Earnings Per Share 2.02 1.48 1.23 0.54 36% 0.25 20%
</TABLE>
* - percentage change deemed not meaningful
The Company incurred non-recurring charges of $120.2 million and $9.5
million in fiscal 1998 and 1997, respectively. After-tax, these charges were
$111.2 million or $3.38 per share and $10.4 million or $0.32 per share in fiscal
1998 and 1997, respectively. In general, these charges were incurred in
connection with mergers and related restatements that occurred during each of
the fiscal years presented. The components of the charges include merger
transaction costs, asset impairment losses, and restructuring activities. The
1998 charge also includes a $67.0 million in-process research and development
charge as a result of the acquisition of Source Informatics Inc. Restructuring
activities reflect charges for severance and other related costs associated with
plans to reduce staffing in areas of redundant operations and activities. For
more detailed discussion of the non-recurring charges, refer to Note 12 to the
Consolidated Financial Statements. The remainder of the results of operations
discussion will exclude the impacts of non-recurring charges, as the Company
believes that this will provide for more meaningful comparisons.
A-4
<PAGE>
Fiscal Years 1999 and 1998
The following tables provide comparisons of the Company's results of
operations for fiscal years 1999 and 1998 and exclude non-recurring charges:
(In millions and excluding non-recurring charges)
<TABLE>
<CAPTION>
1999 1998 Change
------------------------ ------------------------ ------------
Revenue:
<S> <C> <C> <C> <C> <C>
NDC Health Information Services $455.6 58% $357.5 55% 27%
NDC eCommerce 329.3 42% 291.5 45% 13%
----------------------------------------------------------------------
Total Revenue $784.9 100% $649.0 100% 21%
======================================================================
Depreciation and Amortization:
NDC Health Information Services $ 33.8 59% $ 27.3 56% 24%
NDC eCommerce 20.8 37% 19.2 40% 8%
All Other and Corporate 2.1 4% 1.9 4% 11%
----------------------------------------------------------------------
Total Depreciation and Amortization $ 56.7 100% $ 48.4 100% 17%
======================================================================
</TABLE>
The Company's earnings before interest, taxes, depreciation and
amortization (EBITDA) is defined as operating income plus depreciation and
amortization. This statistic and its results as a percentage of revenue may not
be comparable to similarly titled measures reported by other companies.
However, management believes this statistic is a relevant measurement and
provides a comparable cash earnings measure, excluding the impact of the
amortization of acquired intangibles, potential timing differences associated
with capital expenditures and the related depreciation charges and non-recurring
charges.
(In millions and excluding non-recurring charges)
<TABLE>
<CAPTION>
1999 1998 Change
------------------------- ------------------------- ------------
EBITDA:
<S> <C> <C> <C> <C> <C>
NDC Health Information Services $ 98.9 52% $ 69.5 49% 42%
NDC eCommerce 100.6 53% 83.8 59% 20%
All Other and Corporate (9.8) (5%) (10.6) (8%) (8%)
--------------------------------------------------------------------------
Total EBITDA $189.7 100% $142.7 100% 33%
==========================================================================
<CAPTION>
Income before Income Taxes (IBIT):
<S> <C> <C> <C> <C> <C>
NDC Health Information Services $ 64.4 55% $ 40.1 50% 60%
NDC eCommerce 74.8 65% 60.9 76% 23%
All Other and Corporate (23.0) (20%) (20.5) (26%) 12%
--------------------------------------------------------------------------
Total IBIT $116.2 100% $ 80.5 100% 44%
==========================================================================
</TABLE>
A-5
<PAGE>
Consolidated
Total revenue for fiscal 1999 was $784.9 million, an increase of $135.9
million (21%) from fiscal 1998 due to growth in distribution channels, customer
base, transaction volumes and new services to our customers in both of our
business segments and the full year effect of acquisitions completed in 1998.
Cost of service increased $71.8 million (22%) in fiscal 1999 from fiscal
1998. The increase was primarily a result of increased operating costs
associated with the 21% revenue growth. Total cost of service, as a percentage
of revenue, increased from 50% in fiscal 1998 to 51% in fiscal 1999 due to
increases in depreciation and amortization from increased capital expenditures
for network and database infrastructure made during the period to support future
revenue and profitability growth.
Sales, general and administrative expenses ("SG&A") increased $25.3 million
(11%) from the same period last year. This increase was primarily due to
expenses associated with continuing investments in product development and
distribution channel expansion. However, as a percentage of revenue, these
expenses decreased to 32% for fiscal 1999 from 35% for fiscal 1998. SG&A
expenses decreased as a percentage of revenue due to effective expense control
initiatives combined with synergies realized from the integration of
acquisitions.
Operating income, excluding non-recurring charges, increased 41% from $94.3
million in fiscal 1998 to $133.0 million in fiscal 1999. As a percentage of
revenue, the Company's operating income margin increased by 17% to 16.9% in
fiscal 1999 from 14.5% in fiscal 1998, excluding non-recurring charges. These
improvements reflect improved margins in operations gained through improved
efficiencies.
EBITDA for fiscal 1999 increased by $47.0 million or 33% to $189.7 million
due to the 21% revenue increase and significant productivity improvements which
led to the Company's margin improvements. The EBITDA margin percentage was 24.2%
in fiscal 1999, compared to 22.0% in fiscal 1998. IBIT for fiscal 1999 improved
to $116.2 million from $80.5 million in fiscal 1998, a 44% increase.
Total other expense increased $3.0 million for fiscal 1999 compared to
fiscal 1998. This increase was primarily the result of higher interest expense
due to increased utilization of capital leases as a financing option for capital
expenditures.
NDC Health Information Services
NDC Health Information Services revenue growth (27%) in fiscal 1999 was a
result of increases from internally developed products and services, primarily
electronic transaction processing, physician practice management and business
management services provided to hospitals and physicians, Internet services and
by the impact of acquisition activity. Revenue growth was positively impacted by
the full year effect of the Company's third quarter fiscal 1998 acquisitions of
two healthcare information
A-6
<PAGE>
management businesses, Source Informatics Inc. ("Source") and a subsidiary of
Pharmaceutical Marketing Services, Inc. ("PMSI").
EBITDA for fiscal 1999 was $98.9 million compared to $69.5 million in
fiscal 1998. This 42% growth in EBITDA was due to the 27% increase in revenue
and substantial productivity improvements as measured by the EBITDA margin
percentage that improved from 19.4% in fiscal 1998 to 21.7% in fiscal 1999. The
Company improved EBITDA margins by offering higher margin value added services,
by leveraging its fixed investments, through synergies realized from the
integration of acquisitions and through expense control. Margins as a percentage
of revenue continue to increase because revenues are growing at a faster rate
than these expenses, including synergies realized from the integration of
acquisitions. IBIT in fiscal 1999 grew by 60% to $64.4 million from $40.1
million in fiscal 1998.
NDC eCommerce
The NDC eCommerce revenue increase (13%) reflects the impact of growth of
the industry, programs directed at new vertical industry offerings and new
distribution channels (including the Internet) in addition to growth in basic
market demand and the full year effect of acquisitions. This growth was
reflected in an increase in the volumes of merchant sales and authorizations
processed due to a larger customer base and higher consumer credit card
spending.
EBITDA for fiscal 1999 was $100.6 million compared to $83.8 million in
fiscal 1998. This 20% growth in EBITDA was due to the 13% increase in revenue
and strong productivity improvements as measured by the EBITDA margin percentage
that improved from 28.7% in fiscal 1998 to 30.5% in fiscal 1999 as a result of
increased revenue per transaction in check processing services and credit card
processing. The Company continues to leverage its computer operations,
telecommunication infrastructure, and investments in new market opportunities.
Margins as a percentage of revenue continued to increase because revenues are
growing at a faster rate than these expenses. IBIT in fiscal 1999 grew by 23% to
$74.8 million from $60.9 million in fiscal 1998.
All Other and Corporate
All Other and Corporate is comprised primarily of corporate overhead
functions. This expense grew by 12% from $20.5 million in fiscal 1998 to $23.0
million in fiscal 1999 due primarily to support operations growth (21% revenue
increase) and various compliance activities, partially offset by continued
productivity improvement. All Other and Corporate expense percentage improved by
9% from 3.2% of total revenue in fiscal 1998 to 2.9% in fiscal 1999 due to
strong productivity improvements.
A-7
<PAGE>
Fiscal Years 1998 and 1997
The following tables provide comparisons of the Company's results of
operations for fiscal years 1998 and 1997 and exclude non-recurring charges:
(In millions and excluding non-recurring charges)
<TABLE>
<CAPTION>
1998 1997 Change
------------------------- ------------------------- ------------
Revenue:
<S> <C> <C> <C> <C> <C>
NDC Health Information Services $357.5 55% $267.5 51% 34%
NDC eCommerce 291.5 45% 257.7 49% 13%
--------------------------------------------------------------------------
Total Revenue $649.0 100% $525.2 100% 24%
==========================================================================
Depreciation and Amortization:
NDC Health Information Services $ 27.3 56% $ 18.0 45% 52%
NDC eCommerce 19.2 40% 20.5 51% (6%)
All Other and Corporate 1.9 4% 1.8 4% 6%
--------------------------------------------------------------------------
Total Depreciation and Amortization $ 48.4 100% $ 40.3 100% 20%
==========================================================================
EBITDA:
NDC Health Information Services $ 69.5 49% $ 54.3 49% 28%
NDC eCommerce 83.8 59% 68.0 61% 23%
All Other and Corporate (10.6) (8%) (11.6) (10%) (9%)
--------------------------------------------------------------------------
Total EBITDA $142.7 100% $110.7 100% 29%
==========================================================================
IBIT:
NDC Health Information Services $ 40.1 50% $ 35.1 56% 14%
NDC eCommerce 60.9 76% 45.2 72% 35%
All Other and Corporate (20.5) (26%) (17.6) (28%) 16%
--------------------------------------------------------------------------
Total IBIT $ 80.5 100% $ 62.7 100% 28%
==========================================================================
</TABLE>
Consolidated
Total revenue for fiscal 1998 was $649.0 million, an increase of $123.8
million (24%) from fiscal 1997 due to increases in customers, transaction
volumes and increased added value to our customers in both our business segments
and the full year effect of acquisitions.
Cost of service increased $61.1 million (23%) in fiscal 1998 from fiscal
1997. The increases were primarily a result of increased operating costs
associated with the 24% revenue growth. Total cost of service, as a percentage
of revenue remained constant at 50% for both fiscal 1998 and 1997. The Company
continues to leverage its computer operations, telecommunication infrastructure,
and investments in new market opportunities.
A-8
<PAGE>
SG&A expenses increased $38.8 million (20%) from the same period last year.
This increase was primarily due to the 24% revenue growth and expenses
associated with continuing investments in product development, distribution
channel expansion and the development of the NDC Health Information Services
branding program for future revenue growth. However, as a percentage of revenue,
these expenses decreased to 35% for fiscal 1998 from 36% for fiscal 1997. SG&A
expenses decreased as a percentage of revenue since revenues are growing at a
faster rate than these expenses, including synergies realized from the
integration of acquisitions.
Operating income, excluding non-recurring charges, increased from $70.4
million in fiscal 1997 to $94.3 million (34%) in fiscal 1998. As a percentage
of revenue, the Company's operating income margin increased 8% to 14.5% in
fiscal 1998 from 13.4% in fiscal 1997, excluding non-recurring charges. These
improvements reflect improved margins in operations and profitability through
execution of strategies to reposition the base business and investments in new
market opportunities.
EBITDA for fiscal 1998 increased by $32.0 million or 29% to $142.7 million
due to the 24% revenue increase and productivity improvements. EBITDA margin
percentage was 22.0% in fiscal 1998, compared to 21.1% in fiscal 1997. IBIT for
fiscal 1998 improved to $80.5 million from $62.7 million in fiscal 1997, a 28%
increase.
Total other expense increased $6.2 million for fiscal 1998 compared to
1997. This increase was primarily the result of lower interest earnings due to
lower average funds available for investment and increased interest expense.
The interest expense increase reflects the full-year impact of the interest
expense on the $143.8 million in convertible debt issued in fiscal 1997 (see
Note 9 to the Consolidated Financial Statements) and borrowings on the Company's
line of credit during fiscal 1998 to finance acquisition activities.
NDC Health Information Services
NDC Health Information Services revenue growth (34%) in fiscal 1998 was a
result of increases from existing products and internally developed new products
and services. In addition, revenue growth resulted from the impact of the third
quarter fiscal 1998 acquisitions of two healthcare information management
businesses, Source and PMSI.
EBITDA for fiscal 1998 was $69.5 million compared to $54.3 million in
fiscal 1997. This 28% growth in EBITDA was due to the 34% increase in revenue
and was partially offset by deterioration in EBITDA margin percentage, which was
19.4% in fiscal 1998, compared to 20.3% in fiscal 1997. This deterioration was
the result of added expenditures and investments for future revenue and
profitability growth, as well as the costs associated with the PHSS pooling.
IBIT in fiscal 1998 grew by 14% to $40.1 million from $35.1 million in fiscal
1997.
A-9
<PAGE>
NDC eCommerce
The NDC eCommerce revenue increase (13%) reflects the impact of growth of
the industry, new programs and new distribution channels. This growth included
an increase in the volumes of merchant sales and authorizations processed due to
a larger customer base and higher consumer credit card spending.
EBITDA for fiscal 1998 was $83.8 million compared to $68.0 million in
fiscal 1997. This 23% growth in EBITDA was due to the 13% increase in revenue
and productivity improvements as measured by the EBITDA margin percentage that
improved from 26.4% in fiscal 1997 to 28.7% in fiscal 1998. The Company improved
its EBITDA margin percentage through improved efficiencies in its computer
operations and telecommunications infrastructure areas. This margin percentage
continues to improve because revenues are growing at a faster rate than these
operating expenses are. IBIT in fiscal 1998 grew by 35% to $60.9 million from
$45.2 million in fiscal 1997.
All Other and Corporate
All Other and Corporate is comprised mostly of corporate operations. This
expense grew by 16% from $17.6 million in fiscal 1997 to $20.5 million in fiscal
1998 due primarily to the 24% revenue increase partially offset by productivity
improvements. The All Other and Corporate expense percentage improved from 3.4%
of total revenue in fiscal 1997 to 3.2% in fiscal 1998 due to productivity
improvements.
Liquidity and Capital Resources
Cash flow generated from operations provides the Company with a significant
source of liquidity to meet its needs. Net cash provided by operating activities
increased 134% to $114.6 million for fiscal 1999, from $49.0 million in fiscal
1998. Cash provided by operations before changes in working capital was $154.7
million for fiscal 1999, an increase of $58.3 million (60%) compared to the
prior year. This difference is primarily driven by the increase in earnings,
depreciation and amortization, and changes in deferred taxes. Cash was required
in fiscal 1999 to fund net changes in working capital of $40.0 million, compared
to $47.4 million for fiscal 1998. The changes in working capital resulted
primarily from increases in accounts receivable due to revenue growth, the
timing and payments on accounts payable and accrued liabilities and income
taxes. The changes due to accounts payable and accrued liabilities primarily
relate to the timing of payments on accounts payable and income tax liabilities,
and an increase in deferred revenue resulting from increased revenue growth. As
a result of tax law changes (relating to the ability to utilize net operating
loss carryforwards) enacted after May 31, 1999 but applicable to fiscal year
1999, the company is expecting a net income tax refund of approximately $8.3
million for fiscal 1999 compared to the net refund of $0.6 million that the
Company recorded for fiscal 1998.
A-10
<PAGE>
For fiscal year 1999, cash used in investing activities decreased to $44.5
million, compared to $85.9 million in fiscal year 1998. This was primarily due
to reduced acquisitions ($8.1 million in fiscal 1999 versus $63.1 million in
fiscal 1998). The Company continues to invest in capital expenditures related to
growth in the business and acceleration of certain strategic initiatives. These
capital expenditures were $37.6 million in fiscal year 1999 compared to $22.8
million in fiscal year 1998. Including the effects of our capital leasing
program, our capital expenditures commitments increased by 73.2% to $57.5
million in fiscal year 1999 compared to $33.2 million in fiscal 1998. In
fiscal 1999, the Company completed one acquisition for an aggregate cash
consideration of approximately $8.1 million, net of cash acquired. During fiscal
1998, the Company completed six acquisitions for an aggregate cash purchase
price of approximately $63.1 million, net of cash acquired, with additional
funding provided by the issuance of Common Stock valued at approximately $92.7
million. The Company has financed its acquisition program through cash flows
from operations, equity, borrowings on its Line of Credit and debt offerings.
Net cash used by financing activities increased to $69.1 million for fiscal
1999 from $21.2 million provided by financing activities in the prior year. The
Company repaid $40.0 million on its Line of Credit from cash earnings. In
addition, the Company made net principal payments under capital lease
arrangements and notes payable of $13.7 million and $10.2 million in fiscal 1999
and 1998, respectively. Dividends of $10.1 million and $9.0 million were paid
during fiscal 1999 and 1998, respectively.
The Company has a committed, unsecured $125.0 million revolving line of
credit that expires in December 2002. At May 31, 1999, there was $35.0 million
outstanding under the Line of Credit. The Company also has a $15.0 million
uncommitted line of credit to fund working capital requirements, under which
there were no amounts outstanding at May 31, 1999. Management believes that its
current level of cash and borrowing capacity, along with future cash flows from
operations, are sufficient to meet the needs of its existing operations and its
planned requirements for the foreseeable future. The Company regularly evaluates
cash requirements for current operations, commitments, development activities
and strategic acquisitions. The Company may elect to raise additional funds for
these purposes, either through the issuance of additional debt or equity or
otherwise, as appropriate.
Market Risk
The Company is not exposed to material market risk from changes in interest
rates, foreign currency rates and/or Company equity prices.
The Company has a line of credit which has a variable interest rate based
on the London Interbank Offered Rates ("LIBOR"). The Company has performed an
interest rate sensitivity analysis over the near term with a 10% change in
interest rates. Based on this analysis, the Company's Net Income is not subject
to material interest rate risk.
A-11
<PAGE>
The Company generates a percentage of its Net Income from its foreign
operations. The Company has performed a foreign exchange sensitivity analysis
over the near term with a 10% change in foreign exchange rates. Based on this
analysis, the Company's Net Income is not subject to material foreign exchange
rate risk.
The Company has Convertible Debt which is convertible into the Company's
common stock at a certain level. The Company has performed an equity price
sensitivity analysis over the near term with a 10% change in the Company's
equity price. The Company's Net Income is not subject to material equity price
risk based on this analysis. The Company's Diluted Earnings Per Share
incorporates the effect of this debt conversion.
Year 2000 Readiness
Introduction
The Year 2000 issue is the result of the potential for computer programs to
improperly interpret dates in the year 2000 and beyond. Certain of the
Company's computer systems used for product or internal use that have time/date-
sensitive software and hardware may misinterpret dates resulting in a system
failure or miscalculation. The Company presently believes that, with
modification to existing computer systems as scheduled, the Year 2000 issue
should not pose significant operational problems for the Company's products and
internal systems, as so modified and converted.
The Company has a corporate Program Office to define, evaluate and conduct
audits of the Company and its progress toward Year 2000 readiness. The Company
also has a Year 2000 Senior Advisory Board comprised of members of senior
management and a Year 2000 Task Force comprised of representatives from various
departments from each of the Company's operating units. The Task Force is
charged with evaluating the Company's Year 2000 efforts, managing implementation
teams, and regularly reporting results to the corporate Program Office. The
corporate Program Office monitors the progress of the operating units in their
implementation plans to resolve Year 2000 issues, tracks dependencies and
provides reports to the Senior Advisory Board. The Senior Advisory Board is
charged with evaluating the progress reported by the corporate Program Office
and addressing any significant issues as they arise.
State of Readiness
The corporate Program Office has established an implementation plan to
address the Year 2000 issue with respect to its information technology systems,
hardware and software products and non-information technology products. The
implementation plan phases are stated and defined as follows:
Phase I - Inventory/Assessment. The Company listed and classified software,
--------------------
hardware, networks, products, services, facilities, environment, third party
relationships and any
A-12
<PAGE>
additional items that could be affected by the Year 2000 issue. For each item on
the inventory, the Company assessed the likelihood of meeting the target dates
to be corrected for Year 2000 data processing and ready for testing. This phase
also included developing plans to manage each item on the inventory. Certain of
the Company's products/services utilize third party software and/or hardware
products in conjunction with proprietary software. In these cases, due diligence
is being performed on the third party products and the Company has made or is in
the process of making clients aware of upgrades/replacements that may be
required if the third party products are not compliant. The Company has
completed this phase for all systems.
Phase II - Remediation. Determine and implement methodology for correcting Year
-----------
2000 issues via coding, upgrades, replacements, etc. and deliver to testing. The
Company's major systems in the core operational networks were substantially
remediated by June 30, 1999. These networks include communications and
transaction processing, database management for healthcare applications,
electronic commerce including credit, debit, and check, and NDC Health
Information Services' pharmacy transaction submission, eligibility verification,
data capture and editing. Remediation of systems in NDC Health Information
Services' EDI services was substantially completed by June 30, 1999, with a
limited number of systems requiring extended migration, installation or
conversion activity beyond this date.
Phase III - Internal Testing. Perform testing based upon developed plans as a
----------------
result of the remediation phase, upgrades and/or testing of indicated Year 2000
ready third-party applications or services. At the completion of this phase,
the Company's computer systems are deemed to be Year 2000 ready subject to
implementation. The Company's Phase III is substantially completed for its core
operational networks. The Company's NDC Health Information Services' EDI
systems are substantially complete. Final testing efforts are planned with the
majority slated for completion by August 31, 1999.
Phase IV - External Testing. Perform end-to-end connection point testing with
----------------
third parties that the Company relies upon for certain operating elements via
interfaces and also service providers as required. The Company targets this
phase to be completed by September 30, 1999 for all key systems. The Company
anticipates that continued testing with third parties may be required past the
September date based on their availability.
Testing is being performed as required and is dependent on third parties. The
Company continues to actively pursue these dependencies to schedule required
testing.
Phase V - Implementation and Proactive Management. Transition Year 2000 ready
---------------------------------------
computer systems into a production/live environment. The Company estimates
completion of this phase by October 31, 1999. As testing is successfully
completed, systems are implemented into a production/live environment.
Management believes that its key systems will be Year 2000 ready by October 31,
1999.
A-13
<PAGE>
The following status chart indicates the approximate percentage of work
completed for the mission-critical systems of the following material business
units by phase as of July 31, 1999:
<TABLE>
<CAPTION>
Phase I Phase II Phase III Phase IV Phase V
------------ ------------ ------------ ------------ ------------
PRODUCT LINE
- ------------------------------
Target Date 2/28/99 6/30/99 8/31/99 9/30/99 10/31/99
- ------------------------------ ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Health Information Services
EDI Services 100% 97% 90% 83% 92%
Information Solutions 100% 100% 100% 90% 85%
eCommerce 100% 99% 95% 90% 92%
Corporate Information Systems 100% 100% 100% 100% 100%
</TABLE>
Costs to Address
As it relates to internal computer systems, the Company is incurring
internal staff costs as well as consulting and other expenses related to
infrastructure and facilities enhancements necessary to prepare its systems for
the Year 2000. Given the nature of the Company's ongoing system development
activities throughout its businesses, it is difficult to quantify, with
specificity, all of the costs and capital expenditures being incurred to address
this issue. A significant portion of these costs is not likely to be
incremental costs to the Company, but will represent the redeployment of
existing information technology resources. The Company's employees have
performed the majority of the work completed thus far on the implementation
plans. The costs incurred to date, excluding capital expenditures, are
approximately $20 million. The Company's estimated costs to complete its Year
2000 compliance program are estimated to be approximately $5 million in fiscal
year 2000. The capital expenditures incurred to date are approximately $12
million and estimated capital expenditures to complete are estimated to be an
additional $1 million. These capital expenditures amounts include only those
initiatives undertaken specifically to resolve Year 2000 issues. However, some
Year 2000 issues were successfully corrected by other capital projects that
addressed many of the Company's initiatives such as consolidation of
information, productivity improvements and leveraging fixed costs. The total
cost estimate for the implementation plan may be revised because the plan is
constantly evaluated and revised as a result of many factors. These factors
include, but are not limited to, the results of any phase of the implementation
plan, customer requirements, or recommendations by contractors retained by the
Company. These cost estimates also do not include the cost of executing the
contingency planning and proactive maintenance as the Year 2000 approaches.
Currently, the Company is expecting this cost to be an additional $3-$5 million.
The Company does not expect that the opportunity costs of executing the
implementation plan will have a material effect on the financial condition of
the Company or its results of operations.
A-14
<PAGE>
Risks
The Year 2000 issue creates risk for the Company from unforeseen problems
in its own computer systems and from third parties upon which the Company
relies. Accordingly, the Company is requesting assurances from certain software
vendors from which it has acquired, or from which it may acquire software, that
the software will correctly process all date information at all times. In
addition, the Company is querying certain of its customers and suppliers as to
their progress in identifying and addressing problems that their computer
systems will face in correctly processing date information as the Year 2000
approaches and is reached. The Company is heavily reliant upon customers and
other third parties in the health care, banking and credit card industries, in
terms of electronic interfaces. Failure to appropriately address the Year 2000
issue by major customers or suppliers or a material percentage of the smaller
customers could have a material adverse effect on the financial condition and
results of operations of the Company. Testing is being performed as required and
is dependent on third parties. The Company continues to actively pursue these
dependencies to schedule required testing.
In order for the testing phase of the Year 2000 plan to be completed, the
Company is reliant upon its customers and other third-party connection points to
prepare their systems for testing. The Company could be affected if a
significant number of customers delay testing or conversions until the end of
1999. The Company has been active in advising customers and business partners of
their obligation and the Company continues to evaluate the impact of those
customers who have not yet coordinated with the Company for upgrades,
certification/verification and testing.
The customers with the greatest revenue impact have been identified and
their testing/certification process has been analyzed. Testing has been
completed and/or scheduled for substantially all key systems. If coordination of
a preset testing time is not possible, the revenue impact for the accommodation
of last minute testing is being evaluated. The goal is to ensure that products
with significant revenues are fully ready, tested and implemented before
October 31, 1999, so that the Company's overall revenue is not materially
impacted.
The Company's business is also heavily reliant upon external suppliers to
provide certain operating elements of its business. Some of these providers
include telecommunication services, computer systems, banks and utility
companies. Due diligence continues to be performed on suppliers to the Company
as described in Phases III, IV and V. Inquiries are made regarding suppliers'
Year 2000 efforts and contingency plans are developed as necessary. However,
the Company exerts no control over the efforts of these companies to become Year
2000 compliant. The services provided by these parties are critical to the
operations of the Company and the Company is heavily reliant upon these parties
to successfully address the Year 2000 issue. Therefore, if any of these parties
fail to provide the Company with services, the Company's ability to conduct
business could be materially impacted. The result of such impact may have a
material adverse effect on the financial condition and results of operations of
the Company.
A-15
<PAGE>
Contingency Plans
The corporate Program Office is working with each business unit to develop
contingency plans based on corporate Program Office guidelines. There are two
types of plans. All of the Company's major business units have hardware/software
business continuity plans in case a supplier of hardware/software products or
internally developed systems used in the business does not have a Year 2000
version in time for implementation and testing.
A second type of contingency plan focuses on emergency recovery plans to
support the date change event. Each business unit contingency plan calls for
obtaining goods or services from alternative sources, utilizing alternative
methods to perform functions, and establishing command centers and communication
procedures to manage the actual rollover to the Year 2000. The Company's units
have developed staffing support plans to ensure the appropriate on-site staff
are in place to implement any emergency recovery plan and address any issues
that may arise. It is expected that these plans will be updated throughout 1999,
as the Company completes testing with third parties and gains a better
understanding of external third party risks.
The Company's Year 2000 readiness activities are being regularly monitored
and evaluated. Contingency and proactive maintenance plans will address key
third party dependencies, facilities, utilities and staffing. On-site audits
and walk throughs are being performed to evaluate the progress of the operating
units toward meeting their goals. The results of these audits and walk throughs
are compared to the implementation plan and presented to the Senior Advisory
Board.
Summary
The Company is working to ensure that its systems are Year 2000 ready this
year through the steps taken and planned to be taken, as described above. The
Company presently believes that, with modification to existing computer systems
as scheduled, the Year 2000 issue should not pose significant operational
problems for the Company's products and internal systems, as so modified and
converted. There are no assurances that the Company will identify all date-
handling problems in its business systems or those of its customers and
suppliers in advance of their occurrence or that the Company will be able to
successfully remedy all Year 2000 readiness issues that are discovered. To the
extent that the Company is unable to resolve its Year 2000 issues prior to
January 1, 2000, operating results could be adversely affected. In addition,
the Company could be adversely affected if other entities (i.e. vendors or
customers) not affiliated with the Company do not appropriately address their
own Year 2000 issues.
A-16
<PAGE>
Forward-Looking Information
While past performance does not guarantee future results, the Company is
committed to continuing to sustain quality earnings growth. The Company's
strategy to attain growth is to position the Company for continued future
success through ongoing investment in new market opportunities as well as
through strategic alliances and acquisitions. The Company also intends to
continue expansion into additional market segments related to its two primary
markets. The Company will continue to make investments in new technology
infrastructure and productivity tools to ensure long-term competitiveness and
maximize operating capacity and efficiency.
This document may contain forward-looking statements concerning the
Company's operations, current and future performance and financial condition.
These statements include statements regarding the intent, belief, or current
expectations of the Company and members of its management team and involve risks
and uncertainties such as continued and growing product demand, market and
customer acceptance, the effect of economic conditions and competition on the
Company, pricing, development difficulties involving new and existing products
and services, any failure to comply with healthcare laws, regulations, changes
in government laws and regulations, the ability to consummate and integrate
acquisitions, the impact of the Year 2000 issue directly affecting the Company,
third party providers and customers or governmental units, including Medicare/
Medicaid customers and other risks detailed in Exhibit 99.1 to the Company's
Annual Report on 10-K for the fiscal year ended May 31, 1999 and other Company
filings with the Securities and Exchange Commission. As a result of these
factors, actual results could differ materially from those anticipated in the
forward-looking statements. The Company undertakes no obligation to revise any
of these statements to reflect future circumstances or the occurrence of
unanticipated events.
A-17
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
NATIONAL DATA CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
(in thousands except per share data)
- ----------------------------------------------------------------------------------------------------
Year Ended May 31,
1999 1998 1997
------------ ------------- -----------
<S> <C> <C> <C>
Revenue $ 784,906 $ 649,044 $ 525,167
- ----------------------------------------------------------------------------------------------------
Operating expenses:
Cost of service 397,211 325,397 264,253
Sales, general and administrative 254,689 229,380 190,559
Non-recurring charges - 120,163 9,503
- ----------------------------------------------------------------------------------------------------
651,900 674,940 464,315
- ----------------------------------------------------------------------------------------------------
Operating income (loss) 133,006 (25,896) 60,852
- ----------------------------------------------------------------------------------------------------
Other income (expense):
Interest and other income 2,390 1,685 2,686
Interest and other expense (15,430) (12,870) (8,614)
Minority interest in earnings (3,809) (2,626) (1,694)
- ----------------------------------------------------------------------------------------------------
(16,849) (13,811) (7,622)
- ----------------------------------------------------------------------------------------------------
Income before income taxes 116,157 (39,707) 53,230
Provision for income taxes 44,720 21,619 23,832
- ----------------------------------------------------------------------------------------------------
Net income (loss) $ 71,437 $ (61,326) $ 29,398
===========================================
Earnings (loss) per common and common equivalent share:
Basic $ 2.12 $ (1.90) $ 0.96
-------------------------------------------
Diluted $ 2.02 $ (1.90) $ 0.91
===========================================
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
A-18
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended May 31,
--------------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 71,437 $ (61,326) $ 29,398
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
Non-recurring charges - 110,340 6,578
Depreciation and amortization 30,241 23,890 25,800
Amortization of acquired intangibles and goodwill 26,472 24,469 14,514
Deferred income taxes 14,554 (9,353) 517
Minority interest in earnings 3,809 2,626 1,694
Provision for bad debts 5,300 4,353 1,540
Other, net 2,878 1,446 570
Changes in current assets and liabilities which provided (used) cash,
net of the effects of acquisitions:
Accounts receivable, net (33,109) (26,967) (16,916)
Merchant processing working capital 1,488 (2,386) 3,913
Inventory (2,598) (2,597) (300)
Prepaid expenses and other assets (1,604) (2,200) (3,192)
Accounts payable and accrued liabilities (3,281) (8,525) (12,516)
Deferred income 2,679 (2,248) (781)
Income taxes (3,641) (2,491) 7,829
--------------------------------------
Net cash provided by operating activities 114,625 49,031 58,648
--------------------------------------
Cash flows from investing activities:
Capital expenditures (37,570) (22,816) (19,009)
Business acquisitions, net of cash acquired (8,055) (63,113) (161,299)
Other, net 1,125 - 25
--------------------------------------
Net cash used in investing activities (44,500) (85,929) (180,283)
--------------------------------------
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit (40,000) 42,417 8,303
Net principal payments under capital lease arrangements and notes payable (13,684) (10,196) (25,542)
Net proceeds from the issuance of long-term debt - - 139,682
Net proceeds (purchases) of stock activities (1,198) 3,163 6,110
Distributions to minority interests (4,080) (5,118) (2,068)
Dividends paid (10,109) (9,036) (9,143)
--------------------------------------
Net cash (used) provided in financing activities (69,071) 21,230 117,342
--------------------------------------
Increase (decrease) in cash and cash equivalents 1,054 (15,668) (4,293)
Cash and cash equivalents, beginning of period 3,241 18,909 23,888
--------------------------------------
Cash and cash equivalents, end of period $ 4,295 $ 3,241 $ 19,595
======================================
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
A-19
<PAGE>
CONSOLIDATED BALANCE SHEETS
NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
May 31, May 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,295 $ 3,241
Billed accounts receivable 163,193 135,223
Unbilled accounts receivable 22,305 18,835
Allowance for doubtful accounts (10,728) (7,394)
----------- -----------
Accounts receivable, net 174,770 146,664
----------- -----------
Income tax receivable 8,348 635
Inventory 7,927 5,253
Deferred income taxes 1,191 -
Prepaid expenses and other current assets 16,297 16,333
----------- -----------
Total current assets 212,828 172,126
----------- -----------
Property and equipment, net 105,904 74,234
Intangible assets, net 424,324 458,223
Deferred income taxes 13,963 20,145
Other 7,909 6,487
----------- -----------
Total Assets $ 764,928 $ 731,215
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit $ 35,000 $ 75,000
Current portion of long-term debt 6,245 1,621
Obligations under capital leases 13,113 11,053
Accounts payable and accrued liabilities 71,821 73,115
Deferred income taxes - 92
Deferred income 30,258 25,216
----------- -----------
Total current liabilities 156,437 186,097
----------- -----------
Long-term debt 152,690 155,477
Obligations under capital leases 18,129 12,390
Other long-term liabilities 9,846 10,313
----------- -----------
Total liabilities 337,102 364,277
----------- -----------
Minority interest in equity of subsidiaries 18,732 19,003
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $1.00 per share; 1,000,000 shares authorized, none issue - -
Common stock, par value $.125 per share; 100,000,000 shares authorized, 33,953,031
and 33,791,534 shares issued, respectively. 4,244 4,224
Capital in excess of par value 345,639 344,019
Treasury stock, at cost, 175,442 and 159,200 shares, respectively (5,857) (5,980)
Retained earnings 70,865 9,537
Deferred compensation (3,215) (1,854)
Cumulative translation adjustment (2,582) (2,011)
----------- -----------
Total shareholders' equity 409,094 347,935
----------- -----------
Total Liabilities and Shareholders' Equity $ 764,928 $ 731,215
=========== ===========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
A-20
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
NATIONAL DATA CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Common Stock Accumulated
----------------- Capital in Deferred Other
Number Excess of Treasury Retained Compen- Comprehensive Total
of Shares Amount Par Value Stock Earnings sation Income Equity
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1996 29,697 $3,712 $212,557 $ - $59,872 ($142) ($753) $275,246
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive Income
Net income 29,398 29,398
Foreign currency translation adjustment 26 26
------------
Total Comprehensive income 29,424
------------
Cash dividends ($.30 per share) (9,143) (9,143)
Stock issued under employee stock plans 407 51 4,644 4,695
Stock issued under non-employee stock plans 14 2 201 203
Stock issued under restricted stock plans 34 4 1,188 (1,229) (37)
Tax benefit from exercise of stock options 1,955 1,955
Stock issued for acquisitions 593 74 17,756 17,830
Stock issued in exchange for shareholders not 57 7 2,616 2,623
Amortization of deferred compensation 453 453
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1997 30,802 3,850 240,917 - 80,127 (918) (727) 323,249
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive Income
Net loss (61,326) (61,326)
Foreign currency translation adjustment (1,284) (1,284)
------------
Total Comprehensive income (62,610)
------------
Cash dividends ($.30 per share) (9,036) (9,036)
PHSS conformity adjustment (228) (228)
Treasury shares purchased (6,383) (6,383)
Stock issued under employee stock plans 256 32 6,102 403 6,537
Stock issued under non-employee stock plans 27 3 375 378
Stock issued under restricted stock plans 44 6 1,732 (1,738) -
Tax benefit from exercise of stock options 2,478 2,478
Stock issued for acquisitions 2,663 333 92,415 92,748
Amortization of deferred compensation 802 802
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1998 33,792 4,224 344,019 (5,980) 9,537 (1,854) (2,011) 347,935
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive Income
Net income 71,437 71,437
Foreign currency translation adjustment (571) (571)
------------
Total Comprehensive income 70,866
------------
Cash dividends ($.30 per share) (10,109) (10,109)
Treasury shares purchased (9,465) (9,465)
Stock issued under employee stock plans 7 2,001 2,008
Stock issued under non-employee stock plans 166 20 395 4,409 4,824
Stock issued under restricted stock plans (5) (217) 3,178 (2,961) -
Tax benefit from exercise of stock options 1,435 1,435
Amortization of deferred compensation 1,600 1,600
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1999 33,953 $4,244 $345,639 ($5,857) $70,865 ($3,215) ($2,582) $409,094
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
A-21
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Nature of operations - The Company is primarily a provider of information
- --------------------
processing services and systems to the health care and electronic commerce
markets. In addition, the Company provides business management services to
hospitals and physicians. The principal markets for the Company's products and
services are retailers, merchants, banks and financial institutions, health care
providers, payers, managed care organizations, pharmaceutical manufacturers and
distributors.
Basis of presentation - The consolidated financial statements include the
- ---------------------
accounts of the Company and its majority-owned subsidiaries including the
retroactive effect of all mergers which have been accounted for under the
pooling-of-interests method of accounting. For fiscal 1997, the consolidated
financial statements reflect Physician Support Systems, Inc.'s ("PHSS")
financial position at June 30 and the results of its operations and cash flows
for the years then ended. Consequently, PHSS' results of operations for the
month of June 1997 have been included in both fiscal 1998 and 1997. Significant
intercompany transactions have been eliminated in consolidation. Certain
reclassifications have been made to the fiscal 1998 and 1997 consolidated
financial statements to conform to the fiscal 1999 presentation.
Use of estimates - The preparation of financial statements in conformity with
- ----------------
generally accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reported period. Actual results
could differ from these estimates.
Revenue - Revenue related to services provided is recognized as services are
- -------
performed. Revenue related to software sales is recognized when software is
installed at the customer site. Revenue related to software license agreements
and hardware sales is recognized upon shipment. Revenue related to hardware and
software maintenance contracts is recognized ratably over the terms of the
contracts.
Portions of the Company's revenues are earned as a percentage of amounts
collected on behalf of its customers from patients and third-party payers. For
customers where the amount and timing of collection of their accounts receivable
can be reasonably estimated, the Company estimates the fees that it will invoice
those customers upon collection of their accounts receivable and recognizes such
revenues when substantially all services to be performed by the Company have
been completed.
Cash and cash equivalents - Cash and cash equivalents include cash on hand and
- -------------------------
all liquid investments with an initial maturity of three months or less when
purchased.
Inventory - Inventory, which includes microcomputer hardware and peripheral
- ---------
equipment,
A-22
<PAGE>
electronic point-of-sale terminals and purchased data, is stated at the lower of
cost or market. Cost is determined by using the average cost method.
Property and equipment - Property and equipment, including equipment under
- ----------------------
capital leases, is stated at cost. Depreciation and amortization are calculated
using the straight-line method. Equipment is depreciated over 2 to 5 year
lives, and buildings are depreciated over 25 to 40 year lives. Leasehold
improvements and property acquired under capital leases are amortized over the
shorter of the useful life of the asset or the term of the lease. The costs of
purchased and internally developed software used to provide services to
customers or internal administrative services are capitalized and amortized on a
straight-line basis over their estimated useful lives, not to exceed five years.
Maintenance and repairs are charged to operations as incurred.
Intangible assets - Intangible assets primarily represent goodwill, customer
- -----------------
contracts and trademarks associated with the Company's acquisitions. Customer
contracts and trademarks acquired are amortized using the straight-line method
over their estimated useful lives of 4 to 25 years. Goodwill represents the
excess of the cost of acquired businesses over the fair market value of their
identifiable net assets. Goodwill is being amortized on a straight-line basis
over periods ranging from 10 to 40 years.
Impairment of long-lived assets - The Company regularly evaluates whether events
- -------------------------------
and circumstances have occurred that indicate the carrying amount of property
and equipment or goodwill and other intangibles may warrant revision or may not
be recoverable. When factors indicate that long-lived assets should be evaluated
for possible impairment, the Company uses an estimate of the future undiscounted
net cash flows associated with the asset over the remaining life of the asset in
measuring whether the long-lived asset is recoverable (see Notes 2 and 12). In
management's opinion, the long-lived assets, including property and equipment
and intangible assets, are appropriately valued at May 31, 1999 and 1998.
Income taxes - Deferred income taxes are determined based on the difference
- ------------
between the financial statement and tax bases of assets and liabilities using
enacted tax laws and rates (see Note 8).
Fair value of financial instruments Management considers that the carrying
- -----------------------------------
amounts of financial instruments, including cash, receivables, accounts payable
and accrued expenses, and current maturities of long-term obligations,
approximates fair value. Interest on long-term debt is primarily payable at
fixed rates, which approximate market rates at May 31, 1999 and 1998 (see Note
9).
Foreign currency translation - The assets and liabilities of foreign
- ----------------------------
subsidiaries are translated at the year-end rate of exchange, and income
statement items are translated at the average rates prevailing during the year.
The resulting translation adjustment is recorded as a component of shareholders'
equity. Exchange gains and losses on intercompany balances of a long-term
investment nature are also recorded as a component of shareholders' equity. The
effects of foreign exchange gains and losses arising from
A-23
<PAGE>
these translations of assets and liabilities are included as a component of
other comprehensive income.
Earnings per share - Basic earnings per share is computed by dividing reported
- ------------------
earnings available to common shareholders by weighted average shares outstanding
during the period. Diluted earnings per share is computed by dividing reported
earnings available to common shareholders by weighted average shares outstanding
during the period and the impact of securities that, if exercised, and
convertible debt, if converted, 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, generally are assumed to have a dilutive effect on
earnings per share.
The following table sets forth the computation of basic and diluted earnings (In
thousands):
<TABLE>
<CAPTION>
May 31, 1999 May 31, 1998 May 31, 1997
------------------------------ ------------------ ----------------
Per Per Per
--- --- ---
Income Shares Shares Shares Share Shares Share
------ ------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net income (loss) $71,437 33,725 $2.12 32,200 ($1.90) 30,571 $0.96
------ ------- ------
Effect of Dilutive
Securities:
Stock Options --- 1,346 --- 1,691
------------------ ------ ------
71,437 35,071 32,200 32,262
Convertible debt 4,778 2,752 --- ---
---------------------------------------------------------------------------
Diluted EPS:
Income (loss) available to
common stockholders plus
assumed conversions $76,215 37,823 $2.02 32,200 ($1.90) 32,262 $0.91
---------------------------------------------------------------------------
</TABLE>
Basic and diluted earnings per share for the twelve months ended May 31, 1998
are the same, as the effect of any potentially dilutive securities and
convertible debt is antidilutive due to the loss generated by the non-recurring
charges.
Net income (loss) available to common stockholders for basic and diluted
earnings per share is the same for 1998 and 1997 as there is no adjustment for
the impact of convertible securities since it is antidilutive.
Recent accounting pronouncements The Company adopted Statement of Financial
- --------------------------------
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131") in fiscal year 1999. The new rules establish
revised standards for public companies relating to the reporting of financial
and descriptive information about their operating segments in financial
statements. The adoption of SFAS 131 did not have any effect on National Data
Corporation's primary financial statements, but did affect the disclosure of
segment information contained elsewhere herein (see Note 11).
A-24
<PAGE>
Note 2 - Business Acquisitions
During fiscal 1999, 1998, and 1997, the Company completed the following
acquisitions:
<TABLE>
<CAPTION>
Date Ownership
Business Acquired Percentage
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
1999
- ----
John Richardson Computers January 1999 100%
1998
Chemtec Systems Limited July 1997 100%
Hadley Hutt Computing Limited July 1997 100%
PHSS - Physi-Bill, Inc. * October 1997 100%
Source Informatics Inc., a subsidiary
of Pharmaceutical Marketing Services
Inc. ("PMSI"), and a PMSI joint venture
formed with Source Informatics Inc. December 1997 100%
CheckRite International, Inc. May 1998 100%
1997
- ----
PHSS - Medical Intercept Systems Group * September 1996 100%
Equifax Healthcare EDI Services, Inc. October 1996 100%
PHSS - MARS Group * December 1996 100%
Health Communication Services, Inc. January 1997 100%
Electronic Data Systems Corporation's
multi-client bank card
processing business January 1997 100%
Comerica Bank merchant portfolio January 1997 51%
PHSS - Physician Accounts Management &
Billing, Inc. * January 1997 100%
PHSS - Physerv Solutions, Inc. * February 1997 100%
Merchant Services U.S.A., Inc. March 1997 100%
HealthTec April 1997 100%
</TABLE>
* Acquired by PHSS prior to its merger with the Company on December 19, 1997.
Each of the foregoing acquisitions has been recorded using the purchase method
of accounting, and accordingly, the purchase price has been allocated to the
assets acquired and liabilities assumed based on their estimated fair value as
of the date of acquisition. The operating results of the acquired businesses are
included in the Company's consolidated statements of income (loss) from the
respective dates of acquisition.
The total aggregate price paid for the 1999 purchase acquisition and final
adjustments to the 1998 purchase price allocation was $8.1 million, consisting
of cash. The excess of cost over tangible assets acquired of $6.6 million was
allocated to goodwill and other intangible assets. The goodwill and other
intangible assets will be amortized over periods ranging from 5 to 20 years.
A-25
<PAGE>
On December 15, 1997, the Company acquired two related health care information
management businesses based in Phoenix, Arizona. In this transaction the
Company acquired the stock of Source Informatics Inc., a privately held company,
and the stock of a subsidiary of Pharmaceutical Marketing Services Inc.
("PMSI"), which held its Over-The-Counter Physician Survey business unit as well
as PMSI's interest in a joint venture it formed with Source Informatics Inc
(collectively "Source"). The total consideration paid for the Source
acquisition was $131.1 million, which consists of $38.6 million in cash and
2,658,468 shares of the Company's common stock valued at $92.5 million. The net
value of the tangible assets acquired was a deficit (liabilities assumed
exceeded tangible assets acquired) of approximately $7.2 million, creating an
excess of cost over tangible assets of $138.3 million. It was determined $67.0
million of the excess cost over tangible assets represented in-process research
and development costs which were appropriately expensed under SFAS 86, and
included as a component of the 1998 non-recurring charges (see Note 12). The
remainder of the intangible assets acquired was allocated to goodwill and
customer relationships, assembled work-force, and developed technology and are
being amortized over periods ranging from 7 to 20 years.
The total aggregate price paid for the 1998 purchase acquisitions was $159.4
million, consisting of cash of $65.1 million, common stock of $92.7 million and
notes of $1.6 million. The excess of cost over tangible assets acquired of
$165.5 million was allocated to goodwill and other intangible assets and the in-
process research and development charge. The goodwill and other intangible
assets are being amortized over periods ranging from 5 to 20 years.
The aggregate price paid for the 1997 acquisitions was $185.7 million,
consisting of cash of $161.7 million, common stock of $17.8 million and notes of
$6.2 million. The net value of the tangible assets acquired was approximately
$0.8 million, creating an excess of cost over tangible assets of $184.9 million.
The intangible assets are being amortized over periods ranging from 5 to 25
years.
A-26
<PAGE>
The following unaudited pro forma information for the fiscal 1999 and 1998
purchase acquisitions discussed above has been prepared as if these acquisitions
had occurred on June 1, 1997. The information is based on historical results of
the separate companies and may not necessarily be indicative of the results that
would have been achieved or of results that may occur in the future. The pro
forma information includes the expense for amortization of goodwill and other
intangible assets resulting from these transactions and interest expense related
to financing costs but does not reflect any synergies or operating cost
reductions that may be achieved from the combined operations. In addition, the
unaudited pro forma information excludes the impact of non-recurring charges.
(In thousands, except per share data) 1999 1998
- ----------------------------------------------------------------------
Revenue $786,957 $720,289
Net income 71,211 50,032
Diluted earnings per share 2.01 1.42
In addition to the purchase acquisitions, the Company merged with Physician
Support Systems, Inc. ("PHSS") on December 19, 1997 and was accounted for using
the pooling-of-interests method. In accordance with the pooling-of-interests
method, the consolidated financial statements of the Company include the
financial statements of PHSS for all periods presented.
PHSS was engaged in the business of providing business management services to
hospitals and physicians. In this merger, each share of PHSS common stock was
converted into the right to receive .435 shares of the Company's common stock.
The Company issued approximately 4,237,784 shares of its common stock valued at
approximately $140 million, in exchange for the outstanding PHSS common stock.
Prior to its 1998 merger with the Company, PHSS consummated three transactions
accounted for as a pooling-of-interests, as follows:
On June 28, 1996, PHSS merged with Synergistic Systems, Inc. ("SSI") by
exchanging 944,992 shares of PHSS' common stock for all the outstanding
shares of SSI's common stock.
On August 31, 1996, PHSS merged with EE&C Financial Services ("EE&C") by
exchanging 1,026,852 shares of PHSS' for all the outstanding shares of
EE&C's common stock. In addition, PHSS repaid all outstanding indebtedness
of EE&C in an aggregate amount of $2.6 million by issuing an additional
131,148 shares of PHSS' common stock.
On December 31, 1996, PHSS merged with Revenue Production Management, Inc.
("RPM") by exchanging 315,048 shares of PHSS' common stock for all the
outstanding shares of RPM's common stock.
In accordance with the pooling-of-interests method of accounting, the
consolidated financial statements of these entities were reflected in the
financial statements of PHSS.
A-27
<PAGE>
Note 3 - Property and Equipment
As of May 31, 1999 and 1998, property and equipment consisted of the following:
(In thousands) 1999 1998
- -------------------------------------------------------------------------
Land $ 1,602 $ 402
Buildings 12,352 7,474
Property under capital leases 46,4447 29,134
Equipment 69,608 62,959
Software 49,991 32,405
Leasehold improvements 16,855 16,354
Furniture and fixtures 12,753 11,550
Work in progress 12,359 14,327
14,327 12359
---------- ---------
223,935 172,637
Less: accumulated depreciation and amortization 118,031 98,403
---------- ---------
$ 105,904 $ 74,234
========== =========
Note 4 - Software Costs
The following table sets forth information regarding the Company's costs
associated with software development for the years ended May 31, 1999, 1998 and
1997
(In thousands) 1999 1998 1997
- ---------------------------------------------------------------------------
Total costs associated with software
development $14,021 $15,576 $18,015
In-process research and development charge
(see Note 12) - 67,000 -
Less: capitalization of internally
developed software 10,096 5,013 4,805
---------------------------
Net research and development costs $ 3,925 $77,563 $13,210
===========================
The Company capitalizes costs related to the development of certain software
products. In accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed", capitalization of costs begins when technological feasibility has
been established and ends when the product is available for general release to
customers. Amortization is computed on an individual product basis and has been
recognized for those products available for market based on the products'
estimated economic lives, not to exceed five years.
Additionally, the Company capitalizes costs related to the development of
computer software developed or obtained for internal use in accordance with the
AICPA SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Costs incurred in the application development phase
are capitalized by the Company and amortized over the useful life, not to exceed
five years.
A-28
<PAGE>
Total unamortized capitalized software costs (purchased and internally
developed) were approximately $33,719,000 and $15,882,000 as of May 31, 1999 and
1998, respectively. Total software amortization expense was approximately
$7,261,000, $5,792,000 and $4,928,000 in fiscal 1999, 1998 and 1997,
respectively.
Note 5 - Intangible Assets
As of May 31, 1999 and 1998, intangible assets consisted of the following:
(In thousands) 1999 1998
- -----------------------------------------------------------------
Customer base $169,797 $168,257
Trademarks 28,273 28,273
Goodwill and other intangibles 347,854 356,983
-------- --------
545,924 553,513
Less: accumulated amortization 121,600 95,290
-------- --------
$424,324 $458,223
======== ========
Note 6 - Accounts Payable and Accrued Liabilities
As of May 31, 1999 and 1998, accounts payable and accrued liabilities consisted
of the following:
(In thousands) 1998 1998
- ----------------------------------------------------------------
Trade accounts payable $ 18,671 $ 12,384
Accrued compensation and benefits 18,920 18,295
Accured merger related expenses 961 5,655
Accrued pensions 3,283 4,031
Merchant processing payable 1,794 306
Other accrued liabilities 28,192 32,444
-------- --------
$ 71,821 $ 73,115
======== ========
A-29
<PAGE>
Note 7 - Retirement Benefits
The Company provides a variety of retirement benefits for its employees. During
fiscal year 1998, the Company made an evaluation of its current retirement plan
offerings and decided to provide its employees with a greater emphasis on its
deferred compensation 401(k) plan by substantially increasing the Company's
match of participants' contributions. At the same time, the Company closed the
defined benefit pension plan to new participants beginning June 1, 1998.
The Company has a noncontributory defined benefit pension plan (the "Plan")
covering substantially all of its United States employees who have met the
eligibility provisions of the plan as of May 31, 1998. Benefits are based on
years of service and the employee's compensation during the highest five
consecutive years of earnings of the last ten years of service. Plan provisions
and funding meet the requirements of the Employee Retirement Income Security Act
of 1974, as amended.
The following table provides a reconciliation of the changes in the Plan's
benefit obligations and fair value of assets over the two year period ending May
31, 1999 and a statement of funded status at May 31, for each year:
Changes in benefit obligations
(In thousands) 1999 1998
- --------------------------------------------------------------------
Balance at beginning of year $31,610 $25,444
Service cost 386 2,146
Interest cost 2,266 2,106
Benefits paid (872) (734)
Actuarial (gain) loss (2,524) 2,648
------- -------
Balance at end of year $30,866 $31,610
------- -------
Changes in plan assets
(In thousands) 1999 1998
- --------------------------------------------------------------------
Balance at beginning of year $25,841 $21,582
Actual return on plan assets 2,457 4,244
Employer contributions 956 749
Benefits paid (872) (734)
------- -------
Balance at end of year $28,382 $25,841
======= =======
A-30
<PAGE>
The accrued pension costs recognized in the Consolidated Balance Sheets were as
follows:
<TABLE>
<CAPTION>
(In thousands) 1999 1998
- -------------------------------------------------------------------------
<S> <C> <C>
Funded status ($2,484) ($5,769)
Unrecognized net loss 291 2,670
Unrecognized prior service cost 289 378
Unrecognized net asset at June 1, 1985, being
amortized over 17 years (676) (912)
------- -------
Accrued pension cost ($2,580) ($3,633)
======= =======
</TABLE>
Net pension expense(income) included the following components for the fiscal
years ending May 31:
(In thousands) 1999 1998 1997
- -------------------------------------------------------------------------------
Service cost-benefits earned during the
period $386 $2,146 $1,672
Interest cost on projected benefit
obligation 2,266 2,106 1,855
Expected return on plan assets (2,602) (2,168) (1,857)
Net amortization and deferral (147) (147) (79)
------- ------- -------
Net pension expense ($97) $1,937 $1,591
======= ======= =======
Significant assumptions used in determining net pension expense and related
obligations were as follows:
1999 1998
--------------------------------
Discount rate 7.50% 7.25%
Rate of increase in compensation levels 4.33% 4.33%
Expected long-term rate of return on assets 10.00% 10.00%
In 1999, the Company adopted Financial Accounting Standards Board No. 132 (SFAS
132), "Employers' Disclosures About Pensions and Other Postretirement Benefits."
The 1998 and 1997 amounts shown in the tables above have been restated in
accordance with the disclosures required by SFAS 132.
The Company has a retirement plan for non-employee directors of the Company
elected prior to January 1, 1995 with five or more years of service ("the
Directors' Plan"). The Directors' Plan benefits are based on 50% of the annual
director retainer amount in effect on the date of a director's retirement plus
10% for each year of service up to 100% of the base amount for 10 years'
service. The benefits are payable upon retirement, at or after age 70, for a
period equal to the number of years of service as a director, but not more than
15 years for participants with 15 or more years of board service as of the
effective date of the Directors' Plan and not more than 10 years for all other
participants. The expense related to the Directors' Plan was immaterial in 1999,
1998 and 1997.
A-31
<PAGE>
On June 1, 1997, the Company adopted a Supplemental Executive Retirement Plan
("SERP") for certain key executives. Benefits payable under this plan are based
upon the participant's highest three consecutive years of earnings of the last
ten years of service. Retirement benefits are reduced by a portion of the
participant's annual social security benefits and any retirement benefits under
the company's tax-qualified or non-qualified defined benefit plans. Benefits
earned under the SERP are fully vested after five years of service. Expense
related to the plan was $1,011,000 and $904,000 in 1999 and 1998, respectively.
The projected benefit obligation for the plan was $4,811,000 and $3,875,000 as
of May 31, 1999 and 1998, respectively.
The Company sponsors a deferred compensation 401(k) plan that is available to
substantially all employees with three months of service. The charges to
expense for the Company match were $3,235,000 in 1999, $2,127,000 in 1998, and
$1,348,000 in 1997.
A-32
<PAGE>
Note 8 - Income Taxes
The provision for income taxes includes:
(In thousands) 1999 1998 1997
- -----------------------------------------------------------------------------
Current tax expense:
Federal $ 26,764 $ 27,888 $21,946
State 3,402 3,084 1,369
-------- -------- -------
30,166 30,972 23,315
-------- -------- -------
Deferred (prepaid) tax expense:
Federal 14,048 (8,615) 399
State 506 (738) 118
--------- -------- -------
14,554 (9,353) 517
--------- -------- --------
Total $ 44,720 $ 21,619 $23,832
========= ======== ========
The Company's effective tax rates differ from federal statutory rates as
follows:
1999 1998 1997
-------------------------------------
Federal statutory rate 35.0% (35.0%) 35.0%
State income taxes, net of federal
income tax benefit 2.2% 4.0% 1.8%
Non-deductible amortization and
write-off of intangible assets 1.9% 77.4% 6.3%
Tax credits (0.5%) (1.0%) (0.7%)
Merger costs - 12.2% 1.4%
Other (0.1%) (3.2%) 1.0%
-------- -------- --------
Total 38.5% 54.4% 44.8%
======== ======== =======
A-33
<PAGE>
Deferred income taxes as of May 31, 1999 and 1998 reflect the impact of
temporary differences between the amounts of assets and liabilities for
financial accounting and income tax purposes. As of May 31, 1999 and 1998,
principal components of deferred tax items were as follows:
(In thousands) 1999 1998
- -----------------------------------------------------------------------
Deferred tax assets:
Net operating loss and credit
carryforwards $17,413 $11,737
Accrued expenses 5,247 5,741
Acquired intangibles 3,396 7,252
Accrued non-recurring charges 5,932 8,836
Employee benefit plans 1,286 1,076
Valuation allowance (1,687) (2,362)
Other (854) (349)
------ -------
30,733 31,931
Deferred tax liabilities:
Property and equipment 10,745 6,287
Prepaid expenses 668 539
Unbilled accounts receivable 4,166 4,476
Other - 576
------ -------
15,579 11,878
------ -------
Net deferred tax asset 15,154 20,053
Current deferred tax asset (liability) 1,191 (92)
------- -------
Non-current deferred tax asset $13,963 $20,145
- ----------------------------------------------------------------------
A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Realization of
a portion of the operating loss and credit carryforwards are considered by
management to be uncertain. The Company has established valuation allowances
for a portion of these tax assets. Net operating loss and credit carryforwards
expire between the years 2001 and 2011.
A-34
<PAGE>
Note 9 Long-Term Debt
As of May 31, 1999 and 1998, long-term debt consisted of the following:
<TABLE>
<CAPTION>
(In thousands) 1999 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage payable due in monthly installments until
May 15, 2005 with interest at 6.87% $ 3,362 $ -
Convertible notes (matures on November 1, 2003) 143,750 143,750
Promissory notes issued in consideration for acquisitions:
Electronic Data Systems Corporation 6,000 6,000
Hadley Hutt Computing Ltd. 7% due October 1998 - 1,301
Hadley Hutt Computing Ltd. 6.97% due June 2003 227 227
Spring Anesthesia Group, Inc. 7.6% due August 2003 5,500 5,500
Other notes payable 96 320
-------- ---------
158,935 157,098
Less: current maturities 6,245 1,621
-------- ----------
Long-term debt $152,690 $ 155,477
</TABLE>
On November 6, 1996, the Company issued convertible notes ("the Notes"),
providing $139,682,000 in proceeds, net of $4,068,000 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 2,752,000 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.
The note payable to Electronic Data Systems Corporation was issued in connection
with the Company's acquisition of its multiclient bank card processing business
(See Note 2). The note accrues interest monthly at a rate equal to 7.32% per
annum. The principal balance and accrued interest are payable in full on June
30, 1999.
On April 29, 1999, the Company assumed a mortgage payable in connection with the
purchase of an office building. The mortgage is due in monthly installments
with a fixed rate of 6.87% per annum with the final installment due on May 15,
2005. This final installment includes a balloon payment of $2,388,000.
A-35
<PAGE>
Note 10 - Shareholders' Equity
Stock Option Plans - On October 23, 1997, the Company adopted a new employee
- ------------------
stock option plan, the 1997 Stock Option Plan ("the 1997 Plan"), that provides
for the granting of options to certain officers and key employees to purchase
the Company's common stock. A total of 1,228,000 authorized but unissued shares
of common stock are reserved under the 1997 Plan. Options may be issued at,
below, or above the fair market value of the common stock at the time of grant.
No options have been granted below the fair market value since the 1997 Plan's
inception. Options granted become exercisable in various annual increments and
terminate over a period not to exceed 10 years.
The Company has an employee stock option plan, the 1987 Stock Option Plan ("the
1987 Plan"), that provides for the granting of options to certain officers and
key employees to purchase the Company's common stock. No additional options
will be granted under the 1987 Plan. Options granted become exercisable in
various annual increments and terminate over a period not to exceed 10 years.
The Company's 1984 Non-Employee Directors Stock Option Plan which provides for
grants of options, consisting of 5,000 shares of the Company's common stock for
each completed year of service, to directors who are not employees of the
Company. A maximum of five options may be granted to each such director, and
the maximum number of shares for which options may be granted is 545,000. This
plan is amended from time to time. Approximately every five years, the maximum
number of options which may be granted is increased by five. Options granted
prior to October 26, 1995 are exercisable immediately at the current market
value on the date of grant. Options granted on or after October 26, 1995 vest
20% two years after the date of grant, an additional 25% after three years,
another 25% after four years, and the remaining 30% after five years.
Additionally, as a result of the merger with PHSS on December 19, 1997 the
Company has the Physician Support Systems, Inc. Stock Option Plan and the
Synergistic Systems, Inc. Stock Option Plan ("the PHSS Plans"). However, no
additional options will be granted under the PHSS Plans. All options issued
under the PHSS Plans have an exercise price of not less than 100% of the fair
market value of a share of the Company's common stock on the date of the grant,
vest over five years and must be exercised within 10 years from the date of the
grant. Each PHSS option outstanding on December 19, 1997 was converted to .435
options to receive the Company's common stock.
Other Stock Plans - The Company has an Employee Stock Purchase Plan under which
- -----------------
the sale of 1,350,000 shares of its common stock has been authorized. Employees
may designate up to the lesser of $25,000 or 20% of their annual compensation
for the purchase of stock. The price for shares purchased under the plan is the
lower of 85% of market value on the first day or the last day of the purchase
period. At May 31, 1999, 1,145,647 shares have been issued under this plan,
with 204,353 shares reserved for future issuance.
A-36
<PAGE>
The Company's 1983 Restricted Stock Plan ("the Restricted Plan") authorizes
750,000 shares of the Company's common stock to be awarded to key employees.
Shares awarded under the Restricted Plan are held in escrow and released to the
grantee upon the grantee's satisfaction of conditions of the grantee's
restricted stock agreement. Awards are recorded as deferred compensation, a
reduction of shareholders' equity based on the quoted fair market value of the
Company's common stock at the award date. Compensation expense is recognized
ratably during the escrow period of the award.
There were 83,138, 44,111 and 34,132 shares of the Company's common stock
awarded under the Restricted Plan during fiscal years 1999, 1998 and 1997,
respectively. These awards have restriction periods of one to four years. As
of May 31, 1999, 110,887 shares remained in escrow. There were 324,503 shares
reserved for future issuance under this plan. The Company expensed $1,390,000,
$649,000 and $327,000 for the years ended May 31, 1999, 1998 and 1997,
respectively, in connection with the Restricted Plan.
Transactions under the Stock Option Plans are summarized as follows:
<TABLE>
<CAPTION>
1987 Plan Non-Employee Directors Plan
---------------------------------------------------------------------------------------
Weighted Average Weighted Average
Shares Under Option Price Per Shares Under Option Price Per
Option Share Option Share
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1996 2,688,165 $15.54 233,500 $13.41
Granted 214,050 36.11 25,000 41.00
Exercised (220,807) 15.48 (13,500) 15.03
Expired or terminated (211,576) 17.26 - -
- --------------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1997 2,469,832 17.21 245,000 16.14
Granted 212,950 37.56 25,000 36.94
Exercised (279,417) 11.16 (25,500) 12.48
Expired or terminated (131,382) 28.36 - -
- --------------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1998 2,271,983 19.21 244,500 18.65
Granted - - 20,000 33.88
Exercised ( 220,073) 11.64 (27,000) 16.64
Expired or terminated (114,585) 37.59 (14,000) 35.01
- --------------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1999 1,937,325 18.98 223,500 19.23
- --------------------------------------------------------------------------------------------------------------------
Exercisable at May 31, 1999 1,155,924 13.90 156,500 17.99
- --------------------------------------------------------------------------------------------------------------------
Available for future grants - 186,500
-
- ---------------------------------------------------------------------------------------
</TABLE>
A-37
<PAGE>
<TABLE>
<CAPTION>
1997 Plan PHSS Plans
----------------------------------------------------------------------------------
Shares Under Weighted Average Weighted Average
Option Option Price Per Shares Under Option Price Per
Share Option Share
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Outstanding at May 31, 1996 - $ - 92,325 $34.52
Granted - - 262,486 35.44
Exercised - - - -
Expired or terminated - - (43,494) 40.34
- ----------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1997 - - 311,317 34.48
Granted 142,800 33.81 20,515 36.77
Exercised - - (84,517) 25.71
Expired or terminated (28,000) 35.50 (5,544) 32.20
- ----------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1998 114,800 33.40 241,771 37.79
Granted 817,075 - -
Exercised - - (62,442) 31.05
Expired or terminated (38,325) 34.09 - -
- ----------------------------------------------------------------------------------------------------------------
Outstanding at May 31, 1999 893,550 35.63 179,329 40.14
- ----------------------------------------------------------------------------------------------------------------
Exercisable at May 31, 1999 14,205 36.56 161,059 41.57
- -----------------------------------------------------------------------------------------------------------------
Available for future grants 334,450 -
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
similar price and grant dates:
<TABLE>
<CAPTION>
1987 Plan Non-Employee Director Plan
------------------------------------------------------------------------------------------------
Number Weighted Weighted Number of Weighted Weighted
Exercise Price of Average Average of Average Average
Range Shares Price Contractual Life Shares Price Contractual Life
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$6.17 - $9.17 390,047 $6.62 3.0 years 90,000 $7.95 2.6 years
$9.67 - $14.33 532,881 10.51 4.6 years 30,000 10.83 4.5 years
$15.25 - $22.54 440,925 21.14 6.0 years 22,500 21.92 0.4 years
$24.48 - $34.38 336,841 28.94 6.4 years 41,000 29.40 8.2 years
$35.99 - $53.27 216,756 38.08 7.9 years 40,000 38.97 7.9 years
$56.15 - $78.47 19,875 64.01 3.4 years - - -
1997 Plan PHSS Plans
------------------------------------------------------------------------------------------------
Number Weighted Weighted Number Weighted Weighted
Exercise Price of Average Average of Average Average
Range Shares Price Contractual Life Shares Price Contractual Life
- -----------------------------------------------------------------------------------------------------------------
$15.25 - $22.54 - $ - 17,754 $18.70 7.9 years
$23.28 - $32.63 443,900 32.61 9.2 years 26,535 24.76 7.6 years
$35.20 - $50.00 449,650 38.62 9.5 years 135,040 45.98 7.4 years
</TABLE>
A-38
<PAGE>
The Company has chosen the disclosure option under SFAS No. 123 and continues to
apply APB Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations in accounting for its plans. Accordingly, no
compensation cost has been recognized for options granted under the plans. Had
compensation cost for these plans been recognized based on the fair value of the
options at the grant dates for awards under the plans consistent with the method
of SFAS No. 123, the Company's net income and earnings per share would have been
reduced to the following pro forma amounts:
<TABLE>
<CAPTION>
(In thousands, except per share data) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income (loss):
As reported $71,437 $(61,326) $29,398
Pro forma 68,250 (63,796) 27,741
Basic earnings (loss) per share:
As reported 2.12 (1.90) 0.96
Pro forma 2.02 (1.98) 0.91
Diluted earnings (loss) per share: 2.02 (1.90) 0.91
As reported
Pro forma 1.95 (1.98) 0.87
</TABLE>
A-39
<PAGE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for the grants during the respective fiscal year:
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
1987 Plan
Risk-free interest rates - 6.3% 6.6%
Expected dividend yields - 0.8% 0.8%
Expected lives - 7 years 7 years
Non-employee Directors Plan
Risk-free interest rates 4.5% 4.2% 6.5%
Expected dividend yields 0.9% 0.6% 0.7%
Expected lives 10 years 10 years 10 years
1997 Plan
Risk-free interest rates 4.7% 5.8% -
Expected dividend yields 0.9% 0.9% -
Expected lives 7 years 7 years -
PHSS Plans
Risk-free interest rates - 6.0% 6.7%
Expected dividend yields - 0.8% 1.1%
Expected lives - 7 years 7 years
Employee Stock Purchase Plan
Risk-free interest rates 4.4% 5.5% 5.7%
Expected dividend yields 1.0% 0.8% 0.7%
Expected lives 1 year 1 year 1 year
</TABLE>
The expected volatility assumption is 40% for all plans and all years presented.
A-40
<PAGE>
Note 11 Segment Information
SFAS 131 defines operating segments as components of an enterprise whose
operating results are regularly reviewed by the chief operating decision maker
to make decisions about resources to be allocated to the segment and to assess
performance. The chief operating decision making group for National Data
Corporation consists of the Chairman of the Board and Chief Executive Officer,
the Chief Financial Officer, the Segment Chief Executive Officers and/or the
Chief Operating Officers and certain Senior Executive Officers. The operating
segments are reviewed separately because each segment offers different products
and services to different markets.
National Data Corporation classifies its businesses into two fundamental
segments: Health Information Services and eCommerce. Health Information
Services provides solutions to address administrative, clinical and decision
support information needs throughout the health care environment. eCommerce
provides a wide range of end-to-end transaction processing alternatives to the
merchant markets. The segment offers credit and debit card services, check
verification and guarantee and other related services directly to merchants and
indirectly through financial institutions. It also provides cash management and
financial EDI services. The All Other and Corporate category is comprised mostly
of unallocated, direct corporate operations.
The accounting policies of the operating segments are generally the same as
those described in the summary of significant accounting policies. Corporate
overhead directly related to segment operations is allocated to the segments
based on various methodologies (i.e. percentage of revenue, square footage,
headcount, etc.). These various methodologies allow the Company to equitably
allocate overhead costs based on the demands of the individual departments.
Gains or losses arising from business divestitures, restructuring, asset
impairment charges, interest expense on general corporate debt, and income taxes
are not allocated to the segments incurring them for internal evaluation
purposes. Revenues are attributed to geographic region based on the location of
the business unit processing the transactions. No individual foreign country
accounted for more than 10% of consolidated revenues in any period presented.
The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) formula and results as a percentage of revenue may not be comparable to
similarly titled measures reported by other companies. However, management
believes this statistic is a relevant measurement and provides a comparable
operating income/cash earnings measure, excluding the impact of the amortization
of acquired intangibles, potential timing differences associated with capital
expenditures and the related depreciation charges.
A-41
<PAGE>
<TABLE>
<CAPTION>
Health
Year Ended May 31, 1999 Information Non-Recurring All Other and
(in thousands) Services ECommerce Charges Corporate Totals
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $455,594 $360,895 $ - $ - $816,489
Intercompany - (31,583) - - (31,583)
Revenues from external customers $455,594 $329,312 $ - $ - $784,906
Depreciation and Amortization 33,788 20,765 - 2,160 56,713
EBITDA 98,882 100,670 - (9,833) 189,719
Income (loss) before income tax 64,339 74,808 - (22,990) 116,157
Segment assets 446,973 259,272 - 58,683 764,928
Health
Year Ended May 31, 1999 Information Non-Recurring All Other and
(in thousands) Services ECommerce Charges Corporate Totals
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $357,498 $318,766 $ - $676,264
Intercompany - (27,220) (27,220)
Revenues from external customers $357,498 $291,546 $ - $ - $649,044
Depreciation and Amortization 27,289 19,211 - 1,951 48,451
EBITDA 69,565 83,795 - (10,642) 142,718
Income (loss) before income tax 40,092 60,905 (120,163) (20,541) (39,707)
Segment assets 434,169 254,799 - 42,247 731,215
Health
Year Ended May 31, 1999 Information Non-Recurring All Other and
(in thousands) Services ECommerce Charges Corporate Totals
- ---------------------------------------------------------------------------------------------------------------------------
Revenues $267,488 $281,274 $ - $ - $548,762
Intercompany - (23,595) - - (23,595)
Revenues from external customers $267,488 $257,679 $ - $ - $525,167
Depreciation and Amortization 18,014 20,548 - 1,780 40,342
EBITDA 54,259 68,032 - (11,594) 110,697
Income (loss) before income tax 35,146 45,165 (9,503) (17,578) 53,230
Segment assets 343,569 239,216 - 43,537 626,322
</TABLE>
Information concerning principal geographic location is as follows:
A-42
<PAGE>
<TABLE>
<CAPTION>
(in thousands) United States Rest of World Total
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues
1999 $761,100 $23,806 $784,906
1998 628,971 20,073 649,044
1997 510,631 14,536 525,167
Long-lived assets
1999 $506,597 $23,631 $530,228
1998 $511,743 20,714 532,457
1997 451,139 15,305 466,444
</TABLE>
Note 12 Non-recurring Charges
Non-recurring charges include the following components for the fiscal years
ending May 31:
<TABLE>
<CAPTION>
(In thousands) 1999 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Asset impairment $ -- $ 32,353 $ 6,578
In-process research & development -- 67,000 --
Merger related expenses -- 20,810 2,925
---------------------------------------------
Total -- $120,163 $ 9,503
===============================================
</TABLE>
In connection with the December 1997 mergers with PHSS and Source, the Company
incurred a non-recurring, pre-tax charge of $120.2 million. Included in this
charge was $67.0 million for in-process research and development, $32.4 million
for asset impairment, and $20.8 million for merger related expenses ($14.3
million of cash items and $6.5 million, non-cash). The in-process research and
development charge, asset impairment and portions of the merger related expenses
were considered non-cash items, totaling $110.3 million. The cash merger
related expenses were either paid at the time of the merger or accrued at the
time the expenses were incurred. Assets impaired included intangible assets and
capitalized software.
As a result of the Source and PMSI acquisition, the Company obtained an
independent third party valuation of the research and development activities of
the acquired companies. The valuation determined that $67.0 million of the
acquired companies' projects represented in-process research and development
that was not capitalizable under generally accepted accounting principles.
The merger related expenses consisted of transaction costs of $7.0 million,
anticipated severance benefits and other related costs of $7.3 million arising
from the Company's plans to realign redundant operations and activities, and
restructuring charges of $6.5 million. Merger transaction costs primarily
consisted of investment banking and
A-43
<PAGE>
professional fees. Restructuring charges included the write-off of PHSS prepaid
expenses from which the Company will not realize future economic value and a
provision for additional PHSS integration costs.
As of May 31, 1999, $1.0 million remains accrued under the 1998 non-recurring
charges, expending $3.9 million, primarily for severance costs, during the
fiscal year. The remaining accrual is primarily for future severance costs. As
of May 31, 1998, $9.0 million had been expended toward the 1998 restructuring
activities and merger transaction cost accruals, leaving $4.9 million accrued
primarily for future severance costs.
In connection with PHSS' fiscal 1997 mergers with EE&C and RPM and operating
inefficiencies at PHSS' subsidiary, Spring Anesthesia Group, Inc. ("Spring"), a
total charge of $9.5 million was incurred. Included in this charge was $2.2
million for the merger transaction costs (cash items), $6.6 million for Spring
intangible impaired assets (primarily customer contracts and goodwill) and $0.7
million to exit Spring processing facilities (cash item). The Spring operating
inefficiencies and PHSS' efforts to improve operating conditions were
unsuccessful. As a result, it was determined an impairment loss should be
recognized under SFAS 121.
As of May 31, 1998, all amounts accrued for the cash items under the 1997 non-
recurring charges have been expended. As of May 31, 1997, $2.1 million had been
expended toward the 1997 merger transaction cost accruals, leaving $0.1 million.
Note 13 - Related Party Transactions
In connection with the fiscal 1996 purchase of Merchant Automated Point of Sale
Program ("MAPP") from MasterCard International Incorporated, MasterCard holds a
7.5% minority interest in Global Payment Systems, LLC. MasterCard provides
certain services for the MAPP business unit. For the years ended May 31, 1999,
1998 and 1997 the Company incurred expenses of approximately $3,022,000,
$6,804,000 and $10,706,000 respectively, related to these services.
Also, during fiscal 1996, National Data Payment Systems, Inc., a subsidiary of
the Company, formed an alliance with Comerica Bank and purchased 51% ownership
interest in NDPS Comerica Alliance, LLC. There are agreements in place for the
Company to reimburse Comerica Bank for any expenses incurred on behalf of the
alliance. For the years ended May 31, 1999, 1998 and 1997 the Company incurred
expenses of approximately $2,831,000, $2,325,000 and $1,063,000, respectively,
related to these services.
Legal services provided by related parties were $1,278,000, $3,243,000, and
$3,397,000 for the years ended May 31, 1999, 1998 and 1997, respectively.
A-44
<PAGE>
Note 14 - Lease Obligations
The Company conducts a major part of its operations using leased facilities and
equipment. Many of these leases have renewal and purchase options and provide
that the Company pay the cost of property taxes, insurance and maintenance.
Rent expense on all operating leases for fiscal 1999, 1998 and 1997 was
approximately $22,466,000, $19,372,000 and $14,524,000, respectively.
Future minimum lease payments for all noncancelable leases at May 31, 1999 were
as follows:
<TABLE>
<CAPTION>
Operating
(In thousands) Capital Leases Leases
-------------- --------------
<S> <C> <C> <C>
2000 $ 15,223 $15,752
2001 11,456 11,628
2002 5,531 8,627
2003 2,463 5,996
2004 538 3,391
Thereafter - 3,743
---------------------------------------
Total future minimum lease payments 35,211 $49,137
Less: amount representing interest 3,969 ==========
--------------
Present value of net minimum lease payments 31,242
Less: current portion 13,113
---------------
Long-term obligations under capital leases at
May 31, 1999 $18,129
================
</TABLE>
Note 15 - Commitments and Contingencies
The Company is party to a number of claims and lawsuits incidental to its
business. In the opinion of management, the ultimate outcome of such matters,
in the aggregate, will not have a material adverse impact on the Company's
financial position, liquidity or results of operations.
In fiscal 1998, the Company entered into a $125,000,000 committed line of credit
primarily to fund the Company's acquisition requirements and a $15,000,000
uncommitted line of credit to fund working capital requirements. The lines of
credit are not secured. These agreements require the Company to maintain
certain financial ratios and contain other restrictive covenants. As of May 31,
1999 and 1998, there was $35,000,000 and $75,000,000, respectively, outstanding
under the committed line of credit and the Company was in compliance with all
restrictive covenants. The committed line of credit expires in 2002.
A-45
<PAGE>
The Company processes credit card transactions for direct merchant locations.
The Company's merchant customers have liability for charges disputed by
cardholders. However, in the case of merchant fraud or insolvency or bankruptcy
of the merchant, the Company may be liable for any of such charges disputed by
cardholders. The Company requires cash deposits and other types of collateral
by certain merchants to minimize any such contingent liability. In addition, the
Company believes that the diversification of its merchant portfolio among
industries and geographic regions minimizes its risk of loss. The Company
recognizes revenue based on a percentage of the gross amount charged and has a
potential liability for the full amount of the charge. The Company establishes
reserves for operational losses based on historical and projected experiences
concerning such charges. In the opinion of management, such reserves for losses
are adequate.
The Company also has a check guarantee business. 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
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 this activity based on historical and projected loss experiences.
Expenses of $8,521,000, $8,844,000 and $8,061,000 were recorded for fiscal 1999,
1998 and 1997, respectively, for these reserves.
In connection with the Company's acquisition of merchant credit card operations
of banks, the Company has also entered into depository and processing agreements
("the Agreements") with certain of the banks. The Agreements allow the Company
to use the banks' "Bank Identification Number" ("BIN") to clear credit card
transactions through VISA and MasterCard. Certain Agreements contain financial
covenants, and the Company was in compliance with all such covenants as of May
31, 1999 or had obtained a verbal waiver of such covenants. In management's
opinion, the Company would be able to obtain alternative BIN agreements without
material harm to the Company in the event of the termination of these
Agreements.
A-46
<PAGE>
Note 16 - Supplemental Cash Flow Information
Supplemental cash flow disclosures and non-cash investing and financing
activities for the years ended May 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
(In thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Supplemental cash flow information:
Income taxes paid, net of refunds $34,256 $32,023 $19,103
Interest paid 14,140 11,424 9,743
Supplemental non-cash investing and
financing activities:
Capital leases entered into in exchange
for property and equipment 19,901 10,426 2,195
Mortgage assumed with purchase of
office building 3,362 - -
</TABLE>
In fiscal 1999, 1998 and 1997, the Company acquired various businesses that were
accounted for as purchases (see Note 2). In conjunction with these
transactions, liabilities were assumed as follows:
<TABLE>
<CAPTION>
(In thousands) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fair value of assets acquired $10,473 $209,128 $206,008
Notes and deferred payments
- (1,528) (6,195)
Stock issued - (92,748) (17,830)
Cash acquired - (1,982) (419)
Liabilities assumed (2,418) (49,757) (20,265)
-------------------------------------------------
Cash paid for acquisitions $8,055 $ 63,113 $161,299
===================================================
</TABLE>
Note 17 - Quarterly Consolidated Financial Information (Unaudited)
(In thousands, except per share data)
Quarter Ended
<TABLE>
<CAPTION>
August 31 November 30 Februrary 28 May 31
--------------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Fiscal Year 1999 $191,682 $191,522 $195,735 $205,967
Revenue
Operating income 30,906 29,700 34,830 37,570
Net income 16,323 15,737 18,686 20,691
Basic earnings per share .48 .47 .55 .61
Diluted earnings per share .47 .45 .52 .58
Fiscal Year 1998
Revenue $147,904 $144,325 $171,541 $185,274
Operating income (loss) 21,799 14,870 (92,271) 29,706
Net income (loss) 11,590 7,062 (96,227) 16,249
Basic earnings (loss) per share .38 .23 (2.89) .48
Diluted earnings (loss) per share .36 .22 (2.89) .47
</TABLE>
A-47
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To National Data Corporation:
We have audited the accompanying consolidated balance sheets of National Data
Corporation (a Delaware corporation) and subsidiaries as of May 31, 1999 and
1998 and the related consolidated statements of income (loss), changes in
shareholders' equity, and cash flows for each of the three years in the period
ended May 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Data Corporation and
subsidiaries as of May 31, 1999 and 1998 and the results of their operations and
their cash flows for each of the three years in the period ended May 31, 1999,
in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 15, 1999
A-48
<PAGE>
NATIONAL DATA CORPORATION
CONSOLIDATED SCHEDULE II
VALUATION & QUALIFYING ACCOUNTS
- --------------------------------------------------------------------------------
(In Thousands)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
1 2
Balance at Charged to Uncollectible Balance at
Beginning Cost and Acquired Accounts End
Description of Period Expenses Balances Write-off of Period
Trade Receivable Allowances:
<S> <C> <C> <C> <C> <C>
May 31, 1997 3,629 5,216 1,764 5,706 $4,903
May 31, 1998 4,903 8,006 619 6,134 $7,394
May 31, 1999 7,394 8,381 - 5,047 $10,728
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
We have audited in accordance with generally accepted auditing standards, the
financial statements included in National Data Corporation's annual report to
shareholders in this Form 10-K, and have issued our report thereon dated July
15, 1999. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in the index on page 30 is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 15, 1999
A-50
<PAGE>
NATIONAL DATA CORPORATION
FORM 10-K
INDEX TO EXHIBITS
Exhibit
Numbers Description
10 (v) Second Amendment dated October 14, 1998 to the Credit Agreement
dated as of December 19, 1997, among the Registrant, The First
National Bank of Chicago, as Administrative Agent, Wachovia Bank,
N.A., as Documentation Agent, and the Lenders named therein.
10 (vi) Third Amendment dated February 26, 1999 to the Credit Agreement
dated as of December 19, 1997, among the Registrant, The First
National Bank of Chicago, as Administrative Agent, Wachovia Bank,
N.A., as Documentation Agent, and the Lenders named therein.
10 (vii) Fourth Amendment dated July 7, 1999 to the Credit Agreement dated as
of December 19, 1997, among the Registrant, The First National Bank
of Chicago, as Administrative Agent, Wachovia Bank, N.A., as
Documentation Agent, and the Lenders named therein.
10 (xxvi) Employment Agreement dated December 10, 1997 between Robert Brown
and Source Informatics, Inc.
10 (xxvii) Amendment dated May 31, 1999 to the Employment Agreement
effective June 1, 1997 between Robert A. Yellowlees and the
Registrant.
10 (xxix) Amendment to the 1984 Non-employee Director Stock Option Plan
effective October 22, 1998.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants
(27) Financial Data Schedule (for SEC use only)
(99.1) Private Securities Litigation Reform Act Of 1995 Safe Harbor
Compliance Statement For Forward-Looking Statements
A-51
<PAGE>
Exhibit 10-(v)
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") dated
as of October 14, 1998, among NATIONAL DATA CORPORATION, as Borrower, the banks
and other financial institutions listed on the signature pages hereof, as
Lenders, THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such
Lenders, and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
-------------
capitalized terms used in this Second Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendment to Section 6.04 ("Restricted Payments"). Section 6.04 of the
-------------------------------------------------
Credit Agreement is hereby amended by deleting said Section 6.04 in its entirety
and substituting in lieu thereof the following Section 6.04:
SECTION 6.04. Restricted Payments. The Borrower will not declare or
-------------------
make any Restricted Payment if, after giving effect thereto, (i) the
aggregate of all Restricted Payments declared or made (x) during Borrower's
1999 Fiscal Year exceeds $30,000,000, or (y) during any other Fiscal Year
exceeds $20,000,000, or (ii) any Default shall be in existence (which has
not been specifically waived in writing pursuant to Section 9.06) either
immediately preceding or succeeding the making or declaration or any such
Restricted Payment.
3. Amendment to Section 6.05 ("Loans or Advances"). Section 6.05 of the
-----------------------------------------------
Credit Agreement is hereby amended by (1) deleting the words "and/or" at the end
of clause
<PAGE>
(vi), (2) deleting the semicolon at the end of clause (vii) and the proviso that
-------
follows, and (3) adding a new clause (viii) and proviso at the end of Section
-------
6.05, as follows:
(viii) loans or advances by the Borrower and its Subsidiaries to
their respective customers in an aggregate amount not to exceed
$5,000,000; provided that after giving effect to the making of any
loans, advances and deposits permitted by clauses (i) through (viii)
of this Section, no Default shall be in existence (which has not been
specifically waived in writing pursuant to Section 9.06).
4. Representations and Warranties. The Borrower represents and warrants
------------------------------
to the Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Second Amendment except for changes expressly permitted therein and except to
the extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Second Amendment, no Default or Event of
Default has occurred and is continuing.
5. Effect of Second Amendment. On and after the date this Second
--------------------------
Amendment becomes effective as provided herein (i) each and every reference in
the Credit Agreement to "hereof," "hereunder," "herein," "hereby" and each other
similar reference, and each and every reference to "this Agreement" and each
other similar reference, shall refer to the Credit Agreement as amended hereby,
and as the same may be further amended, restated or supplemented from time to
time, and (ii) each and every reference in the Loan Documents to the Credit
Agreement shall be deemed to refer to and mean the Credit Agreement as amended
by this Second Amendment, and as the same may be further amended, supplemented
or restated from time to time. The Borrower confirms and agrees that (i) except
as expressly amended herein, the Credit Agreement remains in full force and
effect in accordance with its terms, and (ii) all other Loan Documents remain in
full force and effect in accordance with their respective terms.
6. Ratification. The Borrower hereby restates, ratifies and reaffirms
------------
each and every term, covenant and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof. To induce the
Lenders to enter into this Second Amendment and to continue to make advances
pursuant to the Credit Agreement, the Borrower acknowledges and agrees that, as
of the date hereof and after giving effect to the terms hereof, there exists no
right of offset, defense, counterclaim, claim or objection in favor of the
Borrower arising out of or with respect to any of the obligations arising under
the Credit Agreement or the other Loan Documents.
7. Counterparts. This Second Amendment may be executed in any number of
------------
counterparts and by the different parties hereto in separate counterparts, each
of which
2
<PAGE>
when so executed and delivered shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument.
8. Condition to Effectiveness of Second Amendment. This Second Amendment
----------------------------------------------
shall not become effective or have any force or effect until counterparts of
this Second Amendment have been executed on behalf of the Borrower and those
Lenders constituting the Required Lenders under the terms of the Credit
Agreement, and all such executed counterparts shall have been delivered to the
Administrative Agent.
9. Miscellaneous. This Second Amendment shall be construed in accordance
-------------
with and governed by the laws of the State of Georgia, without regard to the
effect of conflicts of laws. This Second Amendment shall be binding on, and
shall inure to the benefit of and be enforceable by, the respective successors
and permitted assigns of the parties hereto.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
-----------------------------------
Name: E. Michael Ingram
Title: Secretary & General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ Kristen H. Hertel
-----------------------------------
Name: Kristen H. Hertel
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Alyson Schattner
-----------------------------------
Name: Alyson Schattner
Title: Assistant Vice President
4
<PAGE>
SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Brian K. Peters
------------------------------
Name: Brian K. Peters
Title: Director
By: /s/ Rebecca Leffler
------------------------------
Name: Rebecca Leffler
Title: Banking Officer
FIRST AMERICAN NATIONAL BANK
as Lender
By: /s/ Michael W. Metcalf
------------------------------
Name: Michael W. Metcalf
Title: Vice President
5
<PAGE>
Exhibit 10-(vi)
THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as
of February 26, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks
and other financial institutions listed on the signature pages hereof, as
Lenders, THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such
Lenders, and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998 and a certain Second Amendment to Credit Agreement
dated as of October 14, 1998 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Third Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
-------------
capitalized terms used in this Third Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendments to Section 1.01 ("Definitions"). Each of the defined terms
------------------------------------------
"Eurodollar Base Rate" and "Eurodollar Interest Period" and the definitions
accompanying such terms as set forth in Section 1.01 of the Credit Agreement are
hereby amended by deleting such defined terms and accompanying definitions in
their entirety and substituting in lieu thereof the following defined terms and
accompanying definitions.
"Eurodollar Base Rate" means, with respect to any Eurodollar Advance:
--------------------
(a) for any one, two, three or six month Eurodollar Interest Period
applicable to such Eurodollar Advance, the rate determined by the Agent to
be the rate at which First Chicago offers to place deposits in U.S. dollars
with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Eurodollar Interest Period, in the approximate amount of First Chicago's
relevant Eurodollar Loan and having a
1
<PAGE>
maturity approximately equal to such Eurodollar Interest Period; or (b) for
any fourteen (14) day Eurodollar Interest Period applicable to such
Eurodollar Advance, the rate determined by the Agent to be the rate at
which First Chicago offers to place deposits in U.S. dollars with first-
class banks in the interbank market two Business Days prior to the first
day of such Eurodollar Interest Period, for delivery on the first day of
such Eurodollar Interest Period in the approximate amount of First
Chicago's relevant Eurodollar Loan and having a maturity approximately
equal to such Eurodollar Interest Period.
"Eurodollar Interest Period"means, with respect to a Eurodollar
--------------------------
Advance, a period of one, two, three or six months and, in addition with
respect to a Eurodollar Syndicated Advance, a period of fourteen (14) days,
in each case commencing on a Business Day selected by the Borrower pursuant
to this Agreement. Each Eurodollar Interest Period of one, two, three or
six months shall end on the day that corresponds numerically to such date
one, two, three or six months thereafter; provided, however, that if there
is no such numerically corresponding day in such next, second, third or
sixth succeeding month, such Eurodollar Interest Period shall end on the
last Business Day of such next, second, third or sixth succeeding month. If
a Eurodollar Interest Period would otherwise end on a day that is not a
Business Day, such Eurodollar Interest Period shall end on the next
succeeding Business Day; provided, however, that if, with respect to a
Eurodollar Interest Period of one, two, three or six months, said next
succeeding Business Day falls in a new calendar month, such Eurodollar
Interest Period shall end on the immediately preceding Business Day.
3. Amendment to Section 2.03 ("Syndicated Advances").
------------------------------------------------
(a) Section 2.03 of the Credit Agreement is hereby amended by deleting the
first sentence of subsection (f) of said Section 2.03 in its entirety and
substituting in lieu thereof the following sentence:
(f) The Borrower shall select the Type of Syndicated Advance and, in
the case of each Eurodollar Syndicated Advance, the Interest Period
applicable to each such Eurodollar Syndicated Advance from time to time.
The Borrower shall give the Administrative Agent irrevocable notice (a
"Syndicated Borrowing Notice") not later than (x) 10:00 a.m. (Chicago time)
at least one Business Day before the Borrowing Date for each Floating Rate
Advance, (y) 9:00 a.m. (Chicago time) two Business Days before the
Borrowing Date for each Eurodollar Syndicated Advance having a Eurodollar
Interest Period of fourteen (14) days, and (z) 10:00 a.m. (Chicago time)
three Business Days before the Borrowing Date for each Eurodollar
Syndicated Advance having a Eurodollar Interest Period of one, two, three
or six months, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such
Syndicated Advance,
2
<PAGE>
(ii) the aggregate amount of such Syndicated Advance,
(iii) the Type of Syndicated Advance selected, and
(iv) in the case of each Eurodollar Syndicated Advance, the Interest
Period applicable thereto.
(b) Section 2.03 of the Credit Agreement is hereby further amended by
deleting the fourth sentence of subsection (g) of said Section 2.03 in its
entirety and substituting in lieu thereof the following sentence:
(g) The Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of a
Syndicated Advance or continuation of a Eurodollar Syndicated Advance
not later than (x) 10:00 a.m. (Chicago time) at least one Business
Day, in the case of a conversion into a Floating Rate Advance, (y)
9:00 a.m. (Chicago time) two Business Days, in the case of a
conversion into or continuation of a Eurodollar Syndicated Advance
having a Eurodollar Interest Period of fourteen (14) days, or (z)
10:00 a.m. (Chicago time) three Business Days, in the case of a
conversion into or continuation of a Eurodollar Syndicated Advance
having a Eurodollar Interest Period of one, two, three or six months,
in each case prior to the date of the requested conversion or
continuation, specifying:
(i) the requested date which shall be a Business Day, of such
conversion or continuation;
(ii) the aggregate amount and Type of Syndicated Advance(s) which is
[are] to be converted or continued; and
(iii) the amount and Type(s) of Syndicated Advance(s) into which such
Syndicated Advance is to be converted or continued and, in the
case of a conversion into or continuation of a Eurodollar
Syndicated Advance, the duration of the Interest Period
applicable thereto.
4. Representations and Warranties. The Borrower represents and warrants to the
------------------------------
Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Third Amendment except for changes expressly permitted therein and except to the
extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Third Amendment, no Default or Event of
Default has occurred and is continuing.
3
<PAGE>
5. Effect of Third Amendment. On and after the date this Third Amendment
-------------------------
becomes effective as provided herein (i) each and every reference in the Credit
Agreement to "hereof," "hereunder," "herein," "hereby" and each other similar
reference, and each and every reference to "this Agreement" and each other
similar reference, shall refer to the Credit Agreement as amended hereby, and as
the same may be further amended, restated or supplemented from time to time, and
(ii) each and every reference in the Loan Documents to the Credit Agreement
shall be deemed to refer to and mean the Credit Agreement as amended by this
Third Amendment, and as the same may be further amended, supplemented or
restated from time to time. The Borrower confirms and agrees that (i) except as
expressly amended herein, the Credit Agreement remains in full force and effect
in accordance with its terms, and (ii) all other Loan Documents remain in full
force and effect in accordance with their respective terms.
6. Ratification. The Borrower hereby restates, ratifies and reaffirms each and
------------
every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof. To induce the Lenders to
enter into this Third Amendment and to continue to make advances pursuant to the
Credit Agreement, the Borrower acknowledges and agrees that, as of the date
hereof and after giving effect to the terms hereof, there exists no right of
offset, defense, counterclaim, claim or objection in favor of the Borrower
arising out of or with respect to any of the obligations arising under the
Credit Agreement or the other Loan Documents.
7. Counterparts. This Third Amendment may be executed in any number of
------------
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same
instrument.
8. Condition to Effectiveness of Third Amendment. This Third Amendment shall
---------------------------------------------
not become effective or have any force or effect until counterparts of this
Third Amendment have been executed on behalf of the Borrower and those Lenders
constituting the Required Lenders under the terms of the Credit Agreement, and
all such executed counterparts shall have been delivered to the Administrative
Agent.
9. Miscellaneous. This Third Amendment shall be construed in accordance with
-------------
and governed by the laws of the State of Georgia, without regard to the effect
of conflicts of laws. This Third Amendment shall be binding on, and shall inure
to the benefit of and be enforceable by, the respective successors and permitted
assigns of the parties hereto.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
-----------------------
Name: E. Michael Ingram
Title: Secretary & General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ David T. Mundel
---------------------
Name: David T. Mundel
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Alyson Schattner
---------------------
Name: Alyson Schattner
Title: Assistant Vice President
5
<PAGE>
SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Brian K. Peters
---------------------
Name: Brian K. Peters
Title: Director
By: /s/ Nathan Bickford
---------------------
Name: Nathan Bickford
FIRST AMERICAN NATIONAL BANK
as Lender
By: /s/ Michael W. Metcalf
---------------------
Name: Michael W. Metcalf
Title: Vice President
6
<PAGE>
Exhibit 10-(vii)
FOURTH AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as
of July 7, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks and
other financial institutions listed on the signature pages hereof, as Lenders,
THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such Lenders,
and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998, a certain Second Amendment to Credit Agreement dated
as of October 14, 1998, and a certain Third Amendment to Credit Agreement dated
as of February 26, 1999 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Fourth Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
-------------
capitalized terms used in this Fourth Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendments to Section 6.06 ("Investments; Acquisitions"). Section 6.06(a)
--------------------------------------------------------
of the Credit Agreement is hereby amended by (x) deleting the word "and" at the
end of clause (vi) thereof, (y) deleting the period at the end of clause (vii)
thereof and substituting in lieu thereof "and", and (z) adding a new clause
(viii) at the end of Section 6.06(a) as follows:
(iii) Investment in the capital stock of Medscape, Inc. acquired for
a total consideration of $20,000,000.
3. Representatives and Warranties. The Borrower represents and warrants to
------------------------------
the Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Fourth
<PAGE>
Amendment except for changes expressly permitted therein and except to the
extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Fourth Amendment, no Default or Event of
Default has occurred and is continuing.
4. Effect of Fourth Amendment. On and after the date this Fourth Amendment
--------------------------
becomes effective as provided herein (i) each and every reference in the Credit
Agreement to "hereof," "hereunder," "herein," "hereby" and each other similar
reference, and each and every reference to "this Agreement" and each other
similar reference, shall refer to the Credit Agreement as amended hereby, and as
the same may be further amended, restated or supplemented from time to time, and
(ii) each and every reference in the Loan Documents to the Credit Agreement
shall be deemed to refer to and mean the Credit Agreement as amended by this
Fourth Amendment, and as the same may be further amended, supplemented or
restated from time to time. The Borrower confirms and agrees that (i) except as
expressly amended herein, the Credit Agreement remains in full force and effect
in accordance with its terms, and (ii) all other Loan Documents remain in full
force and effect in accordance with their respective terms.
5. Ratification. The Borrower hereby restates, ratifies and reaffirms each and
------------
every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof. To induce the Lenders to
enter into this Fourth Amendment and to continue to make advances pursuant to
the Credit Agreement, the Borrower acknowledges and agrees that, as of the date
hereof and after giving effect to the terms hereof, there exists no right of
offset, defense, counterclaim, claim or objection in favor of the Borrower
arising out of or with respect to any of the obligations arising under the
Credit Agreement or the other Loan Documents.
6. Counterparts. This Fourth Amendment may be executed in any number of
------------
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same
instrument.
7. Condition to Effectiveness of Fourth Amendment. This Fourth Amendment shall
----------------------------------------------
not become effective or have any force or effect until counterparts of this
Fourth Amendment have been executed on behalf of the Borrower and those Lenders
constituting the Required Lenders under the terms of the Credit Agreement, and
all such executed counterparts shall have been delivered to the Administrative
Agent.
8. Miscellaneous. This Fourth Amendment shall be construed in accordance with
-------------
and governed by the laws of the State of Georgia, without regard to the effect
of conflicts of laws. This Fourth Amendment shall be binding on, and shall
inure to the benefit of and be enforceable by, the respective successors and
permitted assigns of the parties hereto.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ Suellyn P. Tornay
-------------------------------
Name: Suellyn P. Tornay
Title: Vice President/
Acting General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ Kristen H. Hertel
-------------------------------
Name: Kristen H. Hertel
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Alyson Schattner
-------------------------------
Name: Alyson Schattner
Title: Assistant Vice President
3
<PAGE>
SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Brian K. Peters
----------------------------
Name: Brian K. Peters
Title: Director
FIRST AMERICAN NATIONAL BANK
as Lender
By:____________________________
4
<PAGE>
Exhibit 10 (xxvi)
EMPLOYEMENT AGREEMENT
---------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 10th
day of December 1997, by and among Source Informatics, Inc., a corporation
organized and existing under the laws of the State of Delaware ("Source"),
Robert Brown, an individual who at the time of execution of this Agreement is a
resident of the State of Arizona ("Employee"), and National Data Corporation, a
corporation organized and existing under the laws of the State of Delaware
("NDC").
WITNESSETH:
-----------
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated August
20, 1997 (the "Merger Agreement"), by and among NDC, Dunkirk, Inc. ("Sub"), and
Source, pursuant to which Sub will merge (the "Merger") with and into Source
with Source surviving the Merger and becoming a wholly-owned subsidiary of NDC;
WHEREAS, Employee is the President of Source Informatics and NDC considers
his continuing services pursuant to the terms hereof and his entering into and
compliance with the terms of this Agreement to be essential to Source's
operations following the Merger;
WHEREAS, the Employee is executing this Agreement as an inducement to NDC
to complete the Merger, and NDC has made it a necessary and material condition
to closing the Merger that the Employee enter into this Agreement;
WHEREAS, Source desires to employ Employee, and Employee desires to accept
such employment, upon the terms and conditions set forth herein;
WHEREAS, Employee possesses and will possess information relating to
Source, customers, properties, products and interests of Source, and which he
has acquired and will acquire by virtue of his employment by Source and the use
of which by Employee in competition with Source or in violation of this
Agreement may materially and adversely affect the value of the investment being
made by NDC under the Merger Agreement; and
WHEREAS, the obligations of Employee hereunder are reasonably necessary for
the protection of the goodwill of Source and Source's interest in the
aforementioned information, business prospects, customers, properties and
interests.
NOW, THEREFORE, by virtue and in consideration of the foregoing and the
mutual covenants and agreements contained in this Agreement, and other good and
<PAGE>
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, Source and Employee covenant and agree as follows:
1. Employment. Source hereby employs Employee, and Employee hereby
----------
accepts such employment and agrees to perform his duties and responsibilities
hereunder, in accordance with the terms and conditions hereinafter set forth.
2. Employment Term. Employee's employment shall commence on the date
---------------
hereof and, subject to the conditions herein, shall continue for a term of three
(3) years or until earlier terminated in accordance with Section 6 hereof.
3. Duties and Responsibilities.
---------------------------
(a) Position. During his employment hereunder, Employee shall serve
--------
as the Senior Executive of Source, or any successor corporation or named line of
business and shall perform all duties consistent with such position and accept
all responsibilities consistent with such position as may be assigned to him by
Source, and shall cooperate fully with Source's management and board of
directors.
(b) Discharge of Duties. During his employment hereunder, Employee
-------------------
agrees faithfully and diligently to discharge and carry out his duties and
responsibilities under this Agreement, shall use his best efforts to implement
the plans, programs and objectives of his direct line management and the guiding
policies established by Source's board of directors, its executive officers, or
NDC and shall devote his full and exclusive business time, attention, energy and
skill thereto and to the business of Source, to the promotion of Source's
interests and to the fulfillment of Employee's obligations under this Agreement.
The foregoing shall not be construed as preventing Employee from making
investments in other companies or enterprises provided that Employee agrees not
to become engaged in any other activity which may interfere with his ability to
discharge his duties and responsibilities hereunder. Employee further agrees not
to work either on a part-time or independent contracting basis for any other
business or enterprise during his employment hereunder without the prior written
consent of the board of directors of Source.
(c) Employee's Representations and Covenants. Employee represents and
----------------------------------------
covenants to Source that he is not subject or a party to any employment
agreement, non-competition covenant, non-disclosure agreement or any similar
agreement, covenant, understanding or restriction which would prohibit Employee
from executing this Agreement and performing his duties and responsibilities
hereunder, or would in any manner, directly or indirectly, limit or affect the
duties and responsibilities which may now or in the future be assigned to
Employee hereunder.
2
<PAGE>
(d) Authority. Employee specifically acknowledges and agrees that he
---------
shall not have the right or authority to assume or create any obligation, duty,
liability or responsibility, express or implied, on behalf of or in the name of
Source, or to bind Source or any of its affiliates in any matter whatsoever,
except as may be specifically authorized by his direct line management, Source's
board of directors and the bylaws of Source.
4. Compensation.
------------
(a) Annual Salary. Subject to the terms of this Agreement, as
-------------
compensation for all services rendered by Employee hereunder, from and after the
date hereof, Source shall pay Employee an annual gross salary of $275,000.00.
Such salary shall be paid bi-weekly or semi-monthly, so long as Employee shall
be employed by Source under this Agreement. Employee's salary will be reviewed
at intervals consistent with NDC's salary review practices.
(b) Reimbursements. In addition to the compensation set forth in
--------------
subparagraph (a) above, Source shall promptly reimburse Employee for all
reasonable expenses incurred by him in the performance of his duties under this
Agreement and vouched to the reasonable satisfaction of the appropriate officers
of Source, pursuant to Source's procedures or practices.
(c) Bonus Opportunity. In addition to the annual salary described
-----------------
above, Employee will have an annual bonus opportunity of $150,000.00. Payment of
such bonus will be based upon Employee's performance against defined objectives,
and shall be subject to the usual provisions of Source's and NDC's overall
annual bonus programs. Employee's initial bonus opportunity shall be for the
performance period ending June 30, 1998. Thereafter, Employee's bonus
opportunity shall be based upon NDC's fiscal year.
5. Employee Benefits, Stock Options and Perquisites.
------------------------------------------------
(a) Employee shall be entitled to participate in any and all employee
benefit programs maintained by Source, including vacation, holiday and sick
leave benefits, and life and disability insurance programs in accordance with
the terms and conditions of such employee benefit programs, to the extent
prescribed for the position then held by Employee as set forth in such programs
or in the resolution of Source's board of directors establishing such programs,
and subject to the terms and conditions set forth therein.
(b) Employee shall also be eligible for periodic grants of stock
options under NDC's 1997 Stock Option Plan or any successor plan based upon
senior
3
<PAGE>
management's assessment of Employee's potential to contribute to the future
success of the Company. NDC agrees to recommend to the compensation committee of
its board of directors an initial stock option award with a grant value of
approximately $1,100,000.00.
(c) Employee shall be credited with the number of years of service
that Employee has been employed by Source or any of its Subsidiaries or their
respective predecessors, prior to and including the term of this Agreement, for
purposes of vesting, eligibility and calculation of benefits for all of Source's
or NDC's employee benefit plans including the 401K plans of both Source and NDC;
provided, however, that no credit for prior service shall be granted for
benefits calculation purposes under any Source or NDC employee benefit plan
governed by ERISA except the 401K plans as noted above.
6. Termination; Effect of Termination.
----------------------------------
(a) Termination. Anything in this Agreement to the contrary
-----------
notwithstanding, this Agreement, the employment of Employee pursuant hereto and
Employee's compensation hereunder (except as specifically provided in this
Section 6) shall terminate upon the first to occur of the following events:
(i) The death of Employee;
(ii) The date on which Source shall give written notice to
Employee of termination of his employment hereunder by reason of his physical or
mental incapacity. Employee shall be deemed to be physically or mentally
incapacitated for purposes of this section if by reason of any physical or
mental incapacity he has been unable, or it is reasonably expected that he will
be unable, for a period of at least one hundred eighty (180) substantially
continuous calendar days, to perform his regular duties and responsibilities
hereunder in a reasonably satisfactory manner. In the event of any disagreement
between Employee, or his legal representative, and Source as to whether Employee
is physically or mentally incapacitated such as to permit Source to terminate
his employment pursuant to this paragraph (ii), the question of such incapacity
shall be submitted to an impartial and reputable physician for determination,
selected by mutual agreement of Employee, or his legal representative, and
Source or, failing such agreement, selected by two physicians (one of which
shall be selected by Source and the other by Employee, or his legal
representative), and such determination of the question of such incapacity by
such physicians shall be final and binding on Employee and Source. Source shall
pay the reasonable fees and expenses of such physicians;
(iii) The date on which Source shall give written notice to
Employee for termination for "cause" which notice shall reasonably describe the
cause for which Employee's employment is being terminated. If, however, the
cause specified in such notice is such that there is a reasonable prospect that
it can be cured with diligent effort
4
<PAGE>
within ninety (90) consecutive calendar days, Employee shall have ninety (90)
consecutive calendar days to cure such cause and Employee's employment shall
continue in effect during such time so long as Employee makes diligent efforts
during such time to cure such cause. If such cause shall be cured by Employee
during such time, this Agreement shall not terminate as a result of the notice
which has been given with respect to such cause. Cure of any cause with or
without notice from Employee shall not relieve Employee from any obligations to
Source under this Agreement or otherwise and shall not effect Source's rights
upon the recurrence of the same, or the occurrence of any other cause. If such
cause shall not be cured within such time, this Agreement shall terminate upon
the expiration of such time. For purposes of this Agreement, "cause" shall mean:
(A) Commission by Employee of a willful or grossly
negligent act which materially adversely affects Source, its subsidiaries or
divisions, NDC or its subsidiaries, or
(B) Conviction of Employee (or plea of nolo contendere) for
---------------
any criminal act (other than an offense under road traffic legislation for which
a non-custodial penalty is imposed), or any fraud upon Source, its subsidiaries
or divisions, NDC or its subsidiaries, or
(C) Habitual use of alcohol or other performance-
influencing drugs or substances, or
(D) Any material violation by Employee of his obligations
under this Agreement.
(iv) Two (2) calendar days following the date on which Source
shall give written notice to Employee of termination of his employment
hereunder; or
(v) With respect to termination by the Employee, the date on
which Employee shall give written notice to Source of termination for "cause"
which notice shall reasonably describe the cause for which employment is being
terminated. For purposes of this Agreement, "cause" shall mean the Company (i)
significantly reduces the position or responsibilities of Employee described in
Clause 3 hereof or the compensation or other remuneration of Employee specified
in Clauses 4 and 5 herein above, (ii) requires the Employee to change his
regular work location to another work location more than fifty (50) miles from
Employee's residence as set forth on page 12 of this agreement, (iii) materially
modifies any of the other terms and conditions relating to Employee's employment
with the Company, or (iv) any other material violation by Source of its
obligations under this Agreement. If, however, the cause specified in such
notice is such that there is a reasonable prospect that it can be cured with
diligent effort within ninety (90) consecutive calendar days, Source shall have
ninety (90) consecutive calendar days to cure such cause and Employee's
employment shall continue in effect during such time so long as Source makes
diligent efforts during such time to cure such cause. If such cause shall be
cured by Source during such time, this Agreement shall not
5
<PAGE>
terminate as a result of the notice which has been given with respect to such
cause. Cure of any cause with or without notice from the Employee shall not
relieve Source from any obligations to the Employee under this Agreement or
otherwise and shall not effect the Employee's rights upon the recurrence of the
same, or the occurrence of any other cause. If such cause shall not be cured
within such time, this Agreement shall terminate upon the expiration of such
time.
(b) Termination Compensation. Upon termination of this Agreement pursuant
------------------------
to Section 6(a) hereof, Employee shall be entitled to receive the unpaid
compensation accrued to Employee for performance rendered under this Agreement
as of the date of termination. Further, in the event of termination of this
Agreement pursuant to Section 6(a)(iv) or 6(a)(v), the following provisions
shall apply:
(i) If such termination is within the first twenty-four (24)
months after the effective date of this Agreement, the Company
shall (w) continue to pay to Employee all amounts due to be paid
to the Employee as salary during the twenty-four (24) months
immediately following the date of termination as if Employee were
still an employee of the Company; (x) pay to Employee, within
sixty (60) days after the effective date of termination, an
amount equal to the aggregate amount of performance bonuses
awarded to Employee during the two (2) full fiscal years
immediately preceding the effective date of termination (2); (y)
continue to provide to Employee medical, disability and life
insurance benefits, subject to normal employee contributions, for
twenty-four (24) months following the date of termination as if
Employee were still an employee of the Company and (z) provide
outplacement services, with a nationally-recognized outplacement
firm, to Employee for a period not to exceed twenty-four (24)
months following the date of termination;
(ii) If such termination is later than twenty-four (24) months
after the effective date of this Agreement, the Company shall
(w), continue to pay to Employee all amounts due to be paid to
the Employee as salary (but not performance bonuses) during the
twelve (12) months immediately following the date of termination
as if Employee were still an employee of the Company; (x) pay to
Employee, within sixty (60) days after the effective date of
termination, an amount equal to the aggregate amount of
performance bonuses awarded to Employee during the two (2) full
fiscal years immediately preceding the effective date of
termination divided by two (2); (y) continue to provide to
6
<PAGE>
Employee medical, disability and life insurance benefits, subject
to normal employee contributions, for twelve (12) months
following the date of termination as if Employee were still an
employee of the Company and (z) provide outplacement services to
Employee, with a nationally-recognized outplacement firm, for a
period not to exceed twelve (12) months following the date of
termination.
(iii) Further, in the event of such termination Company shall
accelerate vesting of stock options awarded under the National
Data Corporation 1997 Employee Stock Option Plan which would have
vested within two (2) years after the date of termination of
Employee's employment hereunder; and
(iv) In the event Employee commences new full-time regular
employment, (x) any payments remaining unpaid under paragraphs
(i) and (ii) immediately above shall be reduced by fifty (50%)
percent and (y) medical, disability and life insurance benefits
provided under paragraphs (i) and (ii) immediately above shall be
discontinued.
7. Confidentiality. All Confidential Information and Trade Secrets (as
---------------
such terms are defined below), and all physical embodiments thereof learned,
received or developed by Employee are confidential to and are and will remain
the sole and exclusive property of Source and NDC and Employee hereby expressly
assigns any and all of his right, title and interest in and to the Confidential
Information and Trade Secrets to Source and NDC. Employee will hold such
Confidential Information and Trade Secrets in trust and strictest confidence,
and will not use, reproduce, distribute, disclose or otherwise disseminate the
Confidential Information or Trade Secrets or any physical embodiments thereof
and may in no event take any action causing or fail to take the action necessary
in order to prevent, any Confidential Information or Trade Secrets known by
Employee to lose its character or cease to qualify as Confidential Information
or Trade Secrets. Upon request by Source or NDC, Employee will promptly deliver
to Source or NDC all property belonging to Source or NDC, including, without
limitation, all Confidential Information and Trade Secrets (and all embodiments
thereof) then in Employee's custody, control or possession.
Employee covenants and agrees that, during his employment hereunder and for
a period of three (3) years immediately following the termination of said
employment, he shall not disclose any Confidential Information or Trade Secret,
other than as necessary in connection with the performance of his duties as an
Employee of Source or NDC, to any person or entity and he shall not make use of
any such Confidential Information or Trade Secret, directly or indirectly, for
himself or others, without the prior written
7
<PAGE>
consent of Source or NDC. Employee acknowledges that this Agreement is not
intended to, and does not, waive or alter any protection available to Source or
NDC under any applicable federal or state statute or common law regarding the
use and/or disclosure of "trade secrets" as that term is defined under such law.
As used herein, "Confidential Information" means confidential data and
confidential information relating to the business of Source and NDC (which does
not rise to the status of a Trade Secret) which is or has been disclosed to
Employee or of which Employee became aware as a consequence of or through his
employment by Source or NDC or through consulting for Source or NDC and which
has value to Source or NDC and is not generally known to its competitors.
Confidential Information shall not include any data or information that (w) has
been voluntarily disclosed to the public by Source or NDC, (x) has been
independently developed and disclosed to the public by others (y) otherwise
enters the public domain through lawful means, or (z) is lawfully and rightfully
disclosed to Employee following the date hereof by another party. As used
herein, "Trade Secrets" means business or technical information of Source and
NDC, including but not limited to a formula, pattern, program, device,
compilation of information, method, technique, or process that: (A) derives
independent actual or potential commercial value from not being generally known
or readily ascertainable through independent development or reverse engineering
by persons who can obtain economic value from its disclosure or use; and (B) is
the subject of efforts that are reasonable under the circumstances to maintain
its secrecy. Trade Secrets shall specifically include, without limitation,
information relating to the design, manufacture, application, know-how, research
and development relating to Source's or NDC's present, past or prospective
products and/or computer programs.
8. Noncompetition and Nonsolicitation. During his employment hereunder,
----------------------------------
and for a period of 12 months thereafter (six months if terminated by Source
without cause), Employee agrees that he will not do any of the following without
Source's prior written consent:
(a) Directly or indirectly, own; manage; control; participate in the
management, operation or control of; or be employed by or consult with in a
capacity similar to that in which he is employed by Source; any person or entity
(except as an employee of Source or any of its affiliated companies) which is
engaged in the Business, including, without limitation, Cognizant Corporation,
PCS Health Systems, ZS Inc., HPR, Health Products Research, Inc. HCIA and HBO &
Co., Inc. For purposes of this Agreement, "Business" means (I) the current
business of Source, including, without limitation, the development, use or
exploitation of pharmaceutical prescription databases for one or more of the
following activities: (i) management of sales forces; (ii) measurement of sales
force performance or product performance; and (iii) creation of physician
profiles for targeting purposes and (II) the business of Source as it exists on
the
8
<PAGE>
expiration or earlier termination of this Agreement. The restrictions and
prohibitions of this paragraph shall be applicable to Employee only in the Area.
For purposes of this Agreement, the "Area" is the geographic territory set forth
in Attachment A hereto. Nothing herein will preclude Employee, however, from
being a shareholder of 1% or less of a public company.
(b) Directly or indirectly solicit any Customer for the purpose of selling
or providing pharmaceutical data warehousing, collection or analysis products or
services if, at the time of said solicitation, Source is still engaged in the
sale, manufacture or design of that type of good or service. For purposes of
this Agreement, "Customer" means any person or entity (1) who has been a
customer of Source or NDC at any time during the 12 months preceding the
termination of Employee's employment hereunder and (2) with whom Employee had
contact on Source's behalf during the 12 months preceding the termination of
Employee's employment hereunder;
(c) Influence or attempt to influence any employee or any person who has
been an employee of Source at any time within 12 months preceding such action to
terminate his or her employment for the purpose of working for a competitive
Business; or
(d) Request or cause or attempt to cause any supplier of Source to alter,
cancel or terminate any business relationship with Source.
9. Rights to Materials. All records, files, memoranda, reports, price lists,
-------------------
customer lists, drawings, plans, sketches, documents, and the like (together
with all copies thereof) relating to Source or NDC, which Employee shall use or
prepare or come in contact with in the course of, or as a result of, his
employment shall, as between the parties hereto, remain the sole property of
Source or NDC respectively. Upon the termination of his employment or upon the
prior demand of Source or NDC, Employee shall immediately return all such
materials and shall not thereafter cause removal thereof from the premises of
Source or NDC.
10. Inventions, Discoveries and Improvements. All inventions, discoveries and
----------------------------------------
improvements, whether patentable or unpatentable, made, devised or discovered by
Employee, whether by himself or jointly with others, during his employment,
which relate or pertain in any way to the business of Source or NDC, shall inure
to the benefit of Source or NDC and become and remain its sole and exclusive
property. Employee agrees to execute an assignment to Source or NDC or its
nominee of his entire right, title and interest in and to such inventions,
discoveries and improvements, and to execute any other instruments and documents
that may be requested by Source or NDC for the
9
<PAGE>
purpose of applying for and obtaining patents with respect thereto in the United
States and in all foreign countries. Employee further agrees, whether or not in
the employ of Source or NDC, to cooperate to the extent and in the manner
reasonably requested by Source or NDC in the prosecution or defense of any
patent claims or any litigation or other proceedings involving any such
inventions, discoveries, or improvements.
11. Works Made for Hire. Source and Employee acknowledge that in the course of
-------------------
Employee's employment by Source or NDC, Employee may from time to time create
for Source or NDC copyrightable works. Such works may consist of manuals,
pamphlets, instructional materials, computer programs, films, tapes or other
copyrightable material, or portions thereof, and may be created within or
without Source's or NDC's facilities and before, during or after normal Source
or NDC hours. All such works related to or useful in the business of Source or
NDC are specifically intended to be works made for hire by Employee shall
cooperate with Source or NDC in the protection of Source's or NDC's copyrights
therein and, to the extent deemed desirable by Source or NDC, the registration
of such copyrights.
12. Withholding. Notwithstanding any term or provision of this Agreement, all
-----------
amounts payable by Source hereunder shall be subject to withholding of such sums
related to taxes, garnishments or other legal obligations as Source may
reasonably determine it should withhold pursuant to applicable law, regulation,
decree or judgment.
13. Litigation Expenses. In the event of a lawsuit by either party to enforce
-------------------
the provisions of this Agreement, the prevailing party shall be entitled to
receive reasonable costs, expenses and attorney's fees from the other party.
14. Contents of Agreement; Manuals and Assignments.
----------------------------------------------
(a) Entire Agreement; Amendment. This Agreement supersedes and voids all
---------------------------
prior agreements and sets forth the entire understanding among the parties
hereto with respect to the subject matter hereof and cannot be changed,
modified, extended or terminated except upon written amendment approved by
Employee, Source and NDC and executed on Source's and NDC's behalf by a duly
authorized officer.
(b) Policy. Employee acknowledges that, from time to time, Source may
------
establish, maintain and distribute employee manuals or handbooks or personnel
policy manuals, and officers or other representatives of Source may make written
or oral statements relating to personnel policies and procedures. Such manuals,
handbooks and statements are intended only for general guidance. No policies,
procedures or statements of any nature by or on behalf of Source (whether
written or oral, and whether or not contained in any employee manual or handbook
or personnel policy manual), and no acts
10
<PAGE>
or practices of any nature, shall be construed to modify this Agreement or to
create express or implied obligations of any nature to Employee.
(c) Assignment. All of the terms and provisions of this Agreement shall be
----------
binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of Employee
hereunder are of a personal nature and shall not be assignable or delegatable in
whole or in part by Employee.
15. Survival. Notwithstanding the expiration or termination of this Agreement
--------
for any reason whatsoever, Employee's obligations under Sections 7, 8, 9, 10, 11
and 12 hereof shall survive such expiration or termination and shall remain in
full force and effect to the extent required to give full effect to the
covenants and agreements contained in such sections, and the provisions for
equitable relief against Employee hereof shall continue in force.
16. Miscellaneous.
-------------
(a) Waiver; Delay. No remedy conferred upon Source, NDC or Employee by
-------------
this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity. No
delay or omission by Source, NDC or Employee in exercising any right, remedy or
power hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by Source, NDC or
Employee from time to time and as often as may be deemed expedient or necessary
by Source, NDC or Employee in its sole discretion.
(b) General Severability. The invalidity or unenforceability of any
--------------------
particular provision of this Agreement shall not affect the other provisions of
this Agreement and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
(c) General Entitlement to Equitable Relief. The Employee acknowledges and
---------------------------------------
agrees that if a violation of any covenant contained in Sections 7, 8, 9, 10 or
11 occurs or is threatened, such violation or threatened violation will cause
irreparable injury to Source, that Source's remedy at law for any such violation
or threatened violation or any other breach of Employee's covenants and
agreements under this Agreement will be inadequate, and that Source shall be
entitled to appropriate equitable relief with respect thereto. The Employee
further acknowledges and agrees,
11
<PAGE>
however, that Source shall have the right to seek a remedy at law as well as or
in lieu of equitable relief in the event of any such violation, threatened
violation or breach.
(d) Headings. The headings and captions used in this Agreement are
--------
for convenience or reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.
(e) Notice. Any notice required or permitted to be given pursuant to
------
this Agreement shall be deemed sufficiently given when delivered in person or
when deposited in the United States mail, registered or certified mail, postage
prepaid, addressed as follows:
If to Source, to: Source Informatics, Inc.
2394 E. Camelback Road
Phoenix, Arizona 85016
Attn: President
If to Employee, to: Robert Brown
2394 E. Camelback Road
Phoenix, Arizona 85016
If to NDC, to: National Data Corporation
National Data Plaza
Atlanta, Georgia 30329
Attn: Office of Corporate Secretary
Any party may by written notice change the address to which notices to
such party are to be mailed.
(f) Counterparts. This agreement may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
(g) Governing Law. This Agreement shall be governed by and
-------------
interpreted under the laws of Arizona without giving effect to any conflict of
laws provisions.
17. Guarantee. NDC hereby, irrevocably and unconditionally, guarantees
---------
the prompt performance of all obligations of Source to the Employee hereunder.
12
<PAGE>
IN WITNESS WHEREOF, Employee and Source have executed and delivered this
Agreement on the date first above written.
SOURCE:
SOURCE INFORMATICS INC.
By: /s/ E. Michael Ingram
-------------------------------------
Title:__________________________________
EMPLOYEE:
/s/ Robert R. Brown
----------------------------------------
(SEAL)
NDC:
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
-------------------------------------
Title:__________________________________
13
<PAGE>
ATTACHMENT A
------------
For purposes of this Agreement, the "Restricted Territory" consists of the
following States and/or territories: Alabama, Alaska, Arkansas, Arizona,
California, Colorado, Connecticut, Delaware, District of Columbia, Florida,
Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York,
North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia,
Washington, West Virginia, Wisconsin, Wyoming.
14
<PAGE>
Exhibit 10 (xxvii)
AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, National Data Corporation ("NDC") and Robert A. Yellowlees
("Employee") are parties to an Employment Agreement dated as of June 1, 1997, as
amended, (the "Agreement"); and
WHEREAS, the parties now desire to further amend certain of the terms of
the Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and conditions contained herein, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the parties hereto acknowledge that the
Agreement is hereby amended as follows:
"Section 2. Term
- ----------------
The employment of Employee hereunder shall continue pursuant to the term of this
Agreement effective as of June 1, 1997, and, unless sooner terminated pursuant
to Section 5 of this Agreement with the consequences of termination set forth in
such Section 5 and unless extended as provided below, shall continue through May
31, 2001. The employment of Employee hereunder may be further extended
thereafter upon the mutual agreement of Employee and the Company to so extend on
or before the date one year prior to the expiration of any such term."
Except as modified hereby, the terms and conditions of the Agreement shall
remain in full force and effect; provided, however, that if any term or
condition of the Agreement conflicts with or is inconsistent with any term or
condition of this Amendment, such terms and conditions hereof shall prevail and
be controlling.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers duly authorized as of the 31 day of May, 1999.
NATIONAL DATA CORPORATION EMPLOYEE
By: /s/ Kevin C. Shea /s/ Robert A. Yellowlees
---------------------- -----------------------------
Robert A. Yellowlees
Title: Chief Financial Officer Title: Chairman & Ceo
------------------------ -----------------------
Date: Date: 5/31/99
__________________________ ------------------------
<PAGE>
Exhibit 10 (xxix)
National Data Corporation
1984 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AMENDMENT EFFECTIVE OCTOBER 22, 1998
WHEREAS, the stockholders of National Data Corporation (the "Company")
approved an amendment to the Company's 1984 Non-Employee Director Stock Option
Plan (the "Plan") at the Company's annual meeting of stockholders held on
October 22, 1998.
The Plan is hereby amended as follows:
Paragraph 4. Shares Subject to Plan is amended by adding a new sentence at
----------------------
the end of such paragraph as follows:
"Effective upon approval of the Amendments to the Plan by the Company's
stockholders at the 1998 annual meeting, the number of shares that may
be issued thereunder is hereby increased to 545,000 shares."
Paragraph 5(g) Nonassignability of Option Rights shall be replaced in its
---------------------------------
entirety by the following language:
"(g) Assignability of Option Rights. No option shall be assignable or
------------------------------
transferable by the Grantee except by will, the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined in Title I of the Employee Retirement Income Security Act of
1974 and the Internal Revenue Code of 1986 or to any of the following
permitted transferees, upon such reasonable terms and conditions as the
Board of Directors or a committee of the Board administering this Plan
may establish: (1) one or more of the following family members of the
Grantee: any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relatives, (2) a trust, partnership or other entity established and
existing for the sole benefit of, or under the sole control of, one or
more of the above family members of the Grantee, or (3) any other
transferee specifically approved by the Board of Directors or a
committee of the Board administering this Plan after taking into
account any state or federal tax, securities or other laws
<PAGE>
applicable to transferable options. During the lifetime of the
Grantee, the option shall be exercisable only by the Grantee or a
permitted transferee pursuant to this section."
Paragraph 7(b) Termination is amended by adding a new sentence at the end of
-----------
such paragraph as follows:
"Effective upon approval of the Amendments to the Plan by the
Company's stockholders at the 1998 annual meeting, the termination
date of the 1984 Non-Employee Director Stock Option Plan is extended
from September 6, 1999 to September 6, 2004."
IN WITNESS WHEREOF, the undersigned has executed this amendment effective
as of October 22, 1998.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
---------------------------
E. Michael Ingram
Senior Vice President,
General Counsel & Secretary
-2-
<PAGE>
Exhibit 21 Subsidiaries of the Registrant
The Registrant had the following subsidiaries at May 31, 1999, each of which
was wholly owned by the Registrant, except as noted below:
Jurisdiction of
Name Incorporation
- --------------------------------------------------------------------------------
National Data Payment Systems, Inc. New York
Modular Data, Inc. Delaware
NDC Federal Systems, Inc. Delaware
NDC Health Information Services, Ltd. United Kingdom
National Data Corporation of Canada, Ltd. Canada
NDC Check Services, Inc. Illinois
Zadall Systems Group, Inc. Texas
NDPS Comerica Alliance, LLC (Note 1) Delaware
Global Payment Systems LLC (Note 2) Georgia
Global Payment Holding Company Delaware
GPS Holding Limited Partnership Georgia
Global Payment Systems of Canada, Ltd. Canada
Health Communication Services (Bermuda) Ltd. Bermuda
Merchant Services U.S.A., Inc. North Carolina
MKA Software (Holdings) Ltd. United Kingdom
Hadley Hutt Computing Limited United Kingdom
Chemtec Systems Limited United Kingdom
NDC Holdings (UK) Ltd. Georgia
Source Informatics, Inc. Delaware
NDC Health Information Services (Arizona) Inc. Delaware
SI PMSI Ltd. Delaware
Walsh International Domestic Finance, Ltd. Delaware
Physician Support Systems, Inc. Delaware
EE&C Financial Services, Inc. New York
Computerized Medical Communications, Inc. Illinois
Revenue Production Management, Inc. Illinois
C-Care, Inc. New Jersey
H.O.P.E. Enterprises Group, Inc. New Jersey
Professional Medical Recovery Service, Inc. New Jersey
CheckRite Recovery Services, Inc. Georgia
CheckRite of Phoenix (Note 3) Colorado
NDPS Holdings, Inc. Delaware
NatDat Corp Delaware
National Data Intellectual Property Corporation Delaware
Note 1. NDPS Comerica Alliance, LLC is 51% owned by the Registrant.
Note 2. Global Payment Systems LLC is 92.5% owned by the Registrant.
Note 3. CheckRite of Phoenix is 51% owned by the Registrant.
A-52
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K, into the Registrant's previously
filed Registration Statements, File Numbers 2-81717, 2-86961, 2-92193, 33-
25635, 33-43005, 33-44858, 33-58622, 33-58624, 33-59717, 33-55057, 333-05449,
333-05451, 333-05427, 333-35991, 333-41553, 333-44803, 333-44823 and 333-67497.
/s/ Arthur Andersen LLP
Atlanta, Georgia
August 23, 1999
A-53
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> MAY-31-1999
<CASH> 4,295
<SECURITIES> 0
<RECEIVABLES> 185,498
<ALLOWANCES> 10,728
<INVENTORY> 7,927
<CURRENT-ASSETS> 212,828
<PP&E> 223,934
<DEPRECIATION> 118,030
<TOTAL-ASSETS> 764,928
<CURRENT-LIABILITIES> 156,437
<BONDS> 149,476
0
0
<COMMON> 4,244
<OTHER-SE> 404,850
<TOTAL-LIABILITY-AND-EQUITY> 764,928
<SALES> 0
<TOTAL-REVENUES> 784,906
<CGS> 0
<TOTAL-COSTS> 397,211
<OTHER-EXPENSES> 254,689
<LOSS-PROVISION> 5,300
<INTEREST-EXPENSE> 15,430
<INCOME-PRETAX> 116,157
<INCOME-TAX> 44,720
<INCOME-CONTINUING> 71,437
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,437
<EPS-BASIC> 2.12
<EPS-DILUTED> 2.02
</TABLE>
<PAGE>
EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. National Data Corporation ("NDC" or the
"Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe harbor
provisions.
"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All forward-
looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of NDC. The Company
undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, NDC undertakes no obligation to update
or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over
time.
NDC provides the following risk factor disclosure in connection with its
continuing effort to qualify its written and oral forward-looking statements for
the safe harbor protection of the Reform Act and any other similar safe harbor
provisions. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include the disclosures contained in the Annual Report on Form 10-K to which
this statement is appended as an exhibit and also include the following:
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of the potential for computer programs to
improperly interpret dates in the year 2000 and beyond. Certain of the
Company's computer systems used for product or internal use that have time/date-
sensitive software and hardware may misinterpret dates resulting in a system
failure or miscalculation.
The Year 2000 issue creates risk for the Company from unforeseen problems in its
own computer systems and from third parties upon which the Company relies.
Accordingly, the Company is requesting assurances from certain software vendors
from which it has acquired, or from which it may acquire software, that the
software will correctly process all date information at all times. In addition,
the Company is querying certain of its customers and suppliers as to their
progress in identifying and addressing problems that their computer systems will
face in correctly processing date information as the Year 2000 approaches and is
reached. The Company is heavily reliant upon customers and other third parties
in the health care, banking and credit card industries, in terms of electronic
interfaces. Failure to appropriately address the Year 2000 issue by major
<PAGE>
customers or suppliers or a material percentage of the smaller customers could
have a material adverse effect on the financial condition and results of
operations of the Company. Testing is being performed as required and is
dependent on third parties. The Company continues to actively pursue these
dependencies to schedule required testing.
At this time, the Company does not expect any material research and development
activities to be delayed due to the Year 2000 compliance efforts. However, if
certain initiatives are delayed, the result could have an adverse effect to the
Company.
In order for the testing phase of the Year 2000 plan to be completed, the
Company is reliant upon its customers and other third party connection points to
prepare their systems for testing. The Company could be affected if a
significant number of customers delay testing or conversions until the end of
1999. The Company has been active in advising customers and business partners of
their obligation and the Company continues to evaluate the impact of those
customers who have not yet coordinated with the Company for upgrades,
certification/verification and testing.
The customers with the greatest revenue impact have been identified and their
testing/certification process is being analyzed. Testing has been completed
and/or scheduled for substantially all key systems. If coordination of a preset
testing time is not possible, the revenue impact for the accommodation of last
minute testing is being evaluated. The goal is to ensure that products with
significant revenues are fully ready, tested and implemented before October 31,
1999, so that the Company's overall revenue is not materially impacted.
The Company's business is also heavily reliant upon external suppliers to
provide certain operating elements of its business. Some of these providers
include telecommunication services, computer systems, banks and utility
companies. Due diligence continues to be performed on suppliers to the Company
as described in Phases III, IV and V. Inquiries are made regarding suppliers'
Year 2000 efforts and contingency plans are developed as necessary. However,
the Company exerts no control over the efforts of these companies to become Year
2000 compliant. The services provided by these parties are critical to the
operations of the Company and the Company is heavily reliant upon these parties
to successfully address the Year 2000 issue. Therefore, if any of these parties
fail to provide the Company with services, the Company's ability to conduct
business could be materially impacted. The result of such impact may have a
material adverse effect on the financial condition and results of operations of
the Company.
COMPETITION AND CONSOLIDATION
The markets for the applications systems and services offered by NDC are
highly competitive. Competition in the health care information services and
electronic commerce markets affects NDC's ability to gain new customers and the
prices it can charge. The key competitive factors for NDC are functionality of
products and services, quality and price. Some of NDC's competitors have access
to significant capital and management, marketing and technological resources
that are equal to or greater than those of NDC, and there can be no assurance
that NDC will continue to be able to compete successfully with them. In
addition, NDC competes with businesses that internally perform data processing
or other services offered by NDC.
<PAGE>
In addition, there has been and continues to be significant consolidation
in the banking and health care industries. The Company markets its credit,
charge and debit card transaction services through several marketing channels,
including banks. As a result of consolidation, banks that market the Company's
financial services may be acquired by banks that compete with the Company or by
banks that have a relationship with one or more of the Company's competitors,
thereby potentially depriving the Company of a distribution channel. The
consolidation of health care providers and other parts of the industry may
reduce the number of potential customers for the Company's health care related
services and the increased purchasing power of these larger consolidated
organizations could lead to reductions in the amounts paid for such services.
The overall impact of such consolidation in the electronic commerce and health
care industries is difficult to predict and could have a material adverse effect
on the Company's business, financial condition and results of operations.
MARKETS AND APPLICATIONS
NDC's future growth and profitability will depend, in part, upon the
further expansion of the health care information services and electronic
commerce markets, the emergence of other markets for electronic transaction
processing services and NDC's ability to penetrate such markets. Further
expansion of these markets is dependent upon the continued growth in demand, the
continued automation of traditional paper-based processing systems and demand
for new decision support applications. NDC's ability to penetrate such markets
will depend, in turn, upon its ability to apply its existing technology, or to
develop new technology, to meet the particular service needs of each new market.
There can be no assurance that markets for NDC's services will continue to
expand and develop or that NDC will be successful in its efforts, or have
adequate financial, marketing and technological resources to penetrate new
markets.
HEALTH INFORMATION SERVICES
Federal and state governments have recently focused significant attention
on health care reform. It is not possible to predict which, if any, proposal
that has been or will be considered will be adopted. There can be no assurance
that the health care regulatory environment will not change so as to restrict
the existing operations of, impose additional requirements on or limit the
expansion of NDC. Costs of compliance with changes in government regulations may
not be subject to recovery by NDC through price increases.
Significant media and public attention has recently been focused on the
health care industry due to ongoing federal and state investigations purportedly
related to certain referral and billing practices. The Office of the Inspector
General and the Department of Justice have initiated hospital laboratory billing
review projects in certain states and are expected to extend such projects to
additional states, including states in which NDC operates. These projects
increase the likelihood of governmental investigations of hospitals,
laboratories and other institutions for which NDC perform services. Although NDC
currently monitors billing practices and arrangements to ensure compliance with
prevailing industry practices under applicable laws, such laws are complex and
constantly evolving and there can be no assurance that governmental
investigators will not take positions that are inconsistent with industry
practices, including NDC's practices.
<PAGE>
MEDICAL RECORD INFORMATION
The Department of Health and Human Services ("DHHS") has proposed
regulations under Health Insurance Portability and Accountability Act of 1996
("HIPAA") regarding the maintenance and transmission of health information.
These regulations establish certain standards for electronic record-keeping. The
Company cannot tell whether these regulations will be adopted in their present
or a different form, or at all. However, if these regulations are adopted, they
may require modifications to the Company's current computer software and record-
keeping practices. These changes may involve substantial capital investment,
and could have a significant effect on the Company's operations, financial
condition, or business.
ELECTRONIC COMMERCE BUSINESS
NDC's direct merchant customers have liability for charges disputed by
cardholders. However, in the case of merchant fraud, or insolvency or
bankruptcy of the merchant, NDC may be liable for any of such charges disputed
by cardholders. NDC requires cash deposits and other types of collateral by
certain merchants to minimize any such contingent liability. Based on its
historical loss experience, NDC has established reserves, which management
believes are adequate, for estimated losses on transactions processed. There can
be no assurance, however, that such reserves for losses will be adequate. Any
such losses in excess of reserves could have a material adverse effect on the
financial condition and results of operations of NDC.
ACQUISITION RISKS
NDC completed six acquisitions in fiscal 1998 and one in fiscal 1999 and
intends to seek additional acquisition opportunities and alliance relationships
with other businesses that will allow it to increase its market penetration,
technological capabilities, product offerings and distribution capabilities.
There can be no assurance that NDC will be able successfully to identify
suitable acquisition candidates, complete acquisitions or expand into new
markets. As a result of the acquisitions of each of Source Informatics Inc.
("Source"), PMSI Database Holdings Inc. ("PMSI Database") and Physician Support
Systems, Inc. ("PHSS"), NDC is currently devoting significant management and
other resources toward the assimilation of these businesses with NDC,
particularly PHSS. There can be no assurance that NDC will be able to
successfully integrate the operations of acquired businesses into NDC's
operations. In addition, there can also be no assurance that future
acquisitions will not have an adverse effect upon NDC's operating results,
particularly in the fiscal quarters immediately following the completion of such
acquisitions while the operations of the acquired business are being integrated
into NDC's operations. Once integrated, acquired operations may not achieve
levels of revenue growth, profitability or productivity comparable with those
achieved by NDC's existing operations, or otherwise perform as expected.
Specifically, with regard to the acquisition of Source, certain products
currently under development may never reach technological feasibility, which
could have a material adverse effect upon NDC's operating results. NDC may
incur indebtedness in the future, including through borrowings under a credit
facility, if a credit facility is available, to finance acquisitions. As a
result, NDC expects to be subject to risks associated with debt financing,
including the risk that interest rates may increase, the risk that NDC's cash
flow will be insufficient to meet required payments on its debt and the risk
that NDC may be unable to refinance or repay the debt as it comes due. In
<PAGE>
addition, NDC competes for acquisition and expansion opportunities with
companies that have substantially greater resources.
ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW, CERTAIN CHARTER AND BY-LAW
PROVISIONS AND STOCKHOLDER RIGHTS PLAN
Certain provisions of NDC's Certificate of Incorporation and By-laws could
delay, defer or prevent a takeover attempt that a stockholder might consider in
its best interest. These provisions may adversely affect prevailing market
prices for NDC Common Stock. These provisions, among other things, classify
NDC's Board of Directors into three classes as nearly equal in number as the
total number of directors permits, each of which serve for different three-year
terms, and authorize the Board of Directors to issue preferred stock in one or
more classes or series and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any action on the part of the stockholders. The rights of the holders of NDC
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any preferred stock that may be issued in the future. The
issuance of preferred stock, while providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of NDC. NDC has no current plans to issue shares of
preferred stock. NDC also maintains a stockholder rights plan which entitles the
stockholders of NDC, upon the happening of certain events, to purchase preferred
stock of NDC. These NDC Rights (hereinafter defined) may have certain anti-
takeover effects because the rights will cause substantial dilution to a person
or group that attempts to acquire NDC on terms not approved by the Board of
Directors of NDC unless the offer is conditioned on a substantial number of NDC
Rights being acquired. In addition, Section 203 of the Delaware General
Corporation Law (the "DGCL") prohibits certain persons from engaging in business
combinations with NDC, which may also have the effect of delaying, deterring or
preventing a change of control of NDC.
NEW PRODUCT INTRODUCTIONS
The market for NDC's products and services is characterized by rapid
technological change, frequent new product introductions, evolving industry
standards and changing customer needs. There can be no assurance that NDC will
be successful in developing and marketing these new products and services or
that NDC's current or new products and services will adequately meet the quickly
changing demands of their customers. In addition, in order to meet its
customers' demands, NDC is continually involved in a number of development
projects, including NDC Health Information Services' efforts to update its core
mainframe-based products. Because it is generally not possible to predict the
time required and costs involved in reaching certain research, development and
engineering objectives, estimated product development schedules could require
extensions. NDC believes that the future success of its NDC Health Information
Services will depend in large part on its ability to maintain and enhance its
current product and service offerings and to continually develop and introduce
new products and services that will keep pace with technological advances and
satisfy evolving customer requirements. Further, there can be no assurance that
NDC will not experience difficulties that could delay or prevent the successful
development, introduction and marketing of these products and services. If NDC
is unable to develop and introduce new products and services in a timely manner,
or if a new or updated product does not achieve market acceptance, NDC's
financial condition and results of operations could be materially adversely
affected.
