-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AD4opVlaSZb3qio2Koro083U6HjUbpvXZYFbkGfqxPuBt3MjnJibCcbcrdNBOvN5 pivoENnC9UF31qyAFpni9w== 0000070033-97-000003.txt : 19970115 0000070033-97-000003.hdr.sgml : 19970115 ACCESSION NUMBER: 0000070033-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12392 FILM NUMBER: 97505236 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 10-Q 1 2ND QTR FY 1997 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended November 30, 1996. ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-12392 --------- NATIONAL DATA CORPORATION -------------------------- (Exact name of registrant as specified in charter) DELAWARE 58-0977458 -------------- ------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) National Data Plaza, Atlanta, Georgia 30329-2010 ------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 404-728-2000 ------------ NONE ------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last year) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]. APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, Par Value $.125 - 26,375,753 shares --------------------------------------------------- Outstanding as of December 31, 1996 -------------------------------------- CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (in thousands except per share data) - -------------------------------------------------------------------
Three Months Ended November 30, -------------------------- 1996 1995 * ------------- --------- Revenue $ 102,575 $ 78,064 - ------------------------------------------------------------------- Operating Expenses: Cost of service 49,092 39,222 Sales, general and administrative 37,858 28,840 - ------------------------------------------------------------------- 86,950 68,062 - ------------------------------------------------------------------- Operating income 15,625 10,002 - ------------------------------------------------------------------- Other income (expense): Interest and other income 910 1,190 Interest and other expense (1,401) (875) Minority interest (186) (79) - ------------------------------------------------------------------- (677) 236 - ------------------------------------------------------------------- Income before income taxes 14,948 10,238 Provision for income taxes 5,381 3,463 - ------------------------------------------------------------------- Net income $ 9,567 $ 6,775 -------------------------- Earnings per common and common equivalent shares $ 0.34 $ 0.25 --------------------------
* All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements. CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (in thousands except per share data) - -------------------------------------------------------------------
Six Months Ended November 30, -------------------------- 1996 1995 * ------------ ------------ Revenue $ 203,739 $ 156,354 - ------------------------------------------------------------------- Operating Expenses: Cost of service 98,168 78,657 Sales, general and administrative 76,012 59,616 - ------------------------------------------------------------------- 174,180 138,273 - ------------------------------------------------------------------- Operating income 29,559 18,081 - ------------------------------------------------------------------- Other income (expense): Interest and other income 1,229 2,331 Interest and other expense (2,336) (1,789) Minority interest (684) (195) - ------------------------------------------------------------------- (1,791) 347 - ------------------------------------------------------------------- Income before income taxes 27,768 18,428 Provision for income taxes 9,996 6,799 - ------------------------------------------------------------------- Net income $ 17,772 $ 11,629 -------------------------- Earnings per common and common equivalent shares $ 0.64 $ 0.43 --------------------------
* All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements. CONSOLIDATED STATEMENTS OF CASH FLOWS NATIONAL DATA CORPORATION (in thousands) - --------------------------------------------------------------------------------
Six Months Ended November 30, ---------------------------- 1996 1995 * -------------- ------------ Cash flows from operating activities: Net income $ 17,772 $ 11,629 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,368 9,389 Amortization of acquired intangibles and goodwill 5,996 4,864 Minority interest in earnings 684 195 Provision for bad debts 907 749 Changes in working capital which provided (used) cash, net of the effects of acquisitions 2,010 (13,168) ---------------------------- Net cash provided by operating activities 36,737 13,658 ---------------------------- Cash flows from investing activities: Capital expenditures (8,003) (7,314) Business acquisitions, net of cash acquired (48,049) (10,410) Decrease in investments and other non-current assets 25 349 ---------------------------- Net cash used in investing activities (56,027) (17,375) ---------------------------- Cash flows from financing activities: Net borrowings (repayments) under lines of credit (30,000) 1,819 Payments on notes and earn-out payable (1,139) (1,277) Principal payments under mortgage, capital lease arrangements and other long-term debt (3,917) (3,115) Net proceeds from the issuance of long-term debt 139,682 - Net proceeds from sale of common stock - 63,652 Net proceeds from the issuance of stock under employee stock plans 5,267 4,185 Issuance of term note - 1,250 Distributions to minority interests (970) - Dividends paid (3,919) (3,418) ---------------------------- Net cash provided by financing activities 105,004 63,096 ---------------------------- Increase in cash and cash equivalents 85,714 59,379 Cash, beginning of period 9,768 41,598 ---------------------------- Cash, end of period $ 95,482 $ 100,977 ---------------------------- Supplemental schedule of noncash investing and financing activities: Capital leases entered into in exchange for property and equipment $ 675 $ 399 ---------------------------- Interest paid $ 1,649 $ 1,763 ---------------------------- Income taxes paid $ 8,441 $ 8,102 ----------------------------
* All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements. CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION (in thousands except share data) - ---------------------------------------------------------------------------
November 30, May 31, 1996 1996 -------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 95,482 $ 9,768 Accounts receivable (less allowances of $3,227 and $2,433) 67,305 61,618 Deferred income taxes 1,300 1,000 Inventory 1,924 1,869 Prepaid expenses and other current assets 4,128 7,152 ----------- ----------- Total current assets 170,139 81,407 ----------- ----------- Property and equipment, net 50,976 49,436 Acquired intangibles and goodwill, net 262,439 223,055 Deferred income taxes 11,865 11,505 Other 6,106 2,636 ----------- ----------- Total Assets $ 501,525 $ 368,039 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 53,708 $ 48,561 Line of credit payable - 30,000 Notes and earn-out payable 1,453 1,637 Income taxes payable 3,130 1,548 Obligations under capital leases 3,264 3,011 Mortgage payable 10,848 10,936 Deferred income 5,115 5,996 ----------- ----------- Total current liabilities 77,518 101,689 ----------- ----------- Long-term debt 143,750 - Notes payable on acquired businesses - 3,138 Obligations under capital leases 3,238 4,439 Other long-term liabilities 5,261 5,747 ----------- ----------- Total liabilities 229,767 115,013 ----------- ----------- Minority interest in equity of subsidiaries 19,441 19,727 Commitments and contingencies - - Shareholders' Equity: Preferred stock, par value $1.00 per share, 1,000,000 shares authorized; none issued - - Common stock, par value $.125 per share, 100,000,000 shares authorized; 26,362,202 and 25,962,939 shares issued and outstanding, respectfully. 3,295 3,246 Capital in excess of par value 173,951 168,732 Retained earnings 76,148 62,216 Cumulative translation adjustment (281) (753) ----------- ----------- 253,113 233,441 Less: Deferred compensation (796) (142) ----------- ----------- Total Shareholders' Equity 252,317 233,299 Total Liabilities and Shareholders' Equity $ 501,525 $ 368,039 =========== ===========
See Notes to Unaudited Condensed Consolidated Financial Statements. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. In addition, certain reclassifications have been made to the fiscal 1996 consolidated financial statements to conform to the fiscal 1997 presentation. All prior period amounts have been restated to reflect the 1996 merger with CIS Technologies, Inc. ("CIS") in a pooling transaction. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K for the fiscal year ended May 31, 1996. In the opinion of management, the information furnished reflects all adjustments necessary to present fairly the financial position, results of operations, and cash flows for such interim periods. NOTE 2 - EARNINGS PER SHARE: Primary earnings per common share and common equivalent share are computed by dividing net income by the weighted average number of common shares and common equivalent shares outstanding during the period. Common equivalent shares represent stock options that, if exercised, would have a dilutive effect on earnings per share. All options with an exercise price less than the average market share price for the period are assumed to have a dilutive effect on earnings per share. Fully diluted earnings per common and common equivalent share are computed by the same method as described for primary earnings per share except that the higher of (1) the ending market share price for the period or (2) the average market share price for the period is used to compute the fully diluted earnings per share, as compared to the average market share price for primary earnings per share. The convertible notes (Note 3) have an antidilutive effect on earnings per share on a fully diluted basis; accordingly, the notes are excluded from earnings per share calculations. Earnings per share calculations are presented in the accompanying financial statements. The primary and fully diluted number of common and common equivalent shares outstanding are as follows (in thousands):
Quarter Ended November 30, Six Months Ended November 30, 1996 1995 1996 1995 ---- ---- ---- ----- Primary 27,979 27,215 27,896 27,056 Fully Diluted 28,043 27,290 27,953 27,090
NOTE 3 - ISSUANCE OF LONG-TERM DEBT: On November 6, 1996, the Company issued convertible notes ("the Notes"), providing $139,682,000 in proceeds, net of $4,068,500 in debt issuance costs. The issuance costs are included in Other Assets and are being amortized over the life of the Notes. The Notes are unsecured subordinated obligations of the Company, $143,750,000 aggregated principal amount, and will mature on November 1, 2003. The Notes bear interest at 5% per annum, and are convertible into approximately 2,750,000 shares of common stock at $52.23 per share at any time prior to maturity. Subsequent to November 1, 1999, the Notes are redeemable at the option of the Company, in whole or in part, initially at 102.857% and thereafter at prices declining to 100% at maturity, together with accrued interest. NOTE 4 - SUBSEQUENT EVENT: On December 31, 1996, the Company acquired the capital stock of Health Communication Services, Inc. ("HCS"). The stock was purchased from Consolidated Healthcare, Inc., a subsidiary of Blue Cross and Blue Shield of Virginia, pursuant to a Stock Purchase Agreement ("Agreement") dated as of December 5, 1996. The net assets acquired consisted of tangible personal property, leased personal and real property, working capital, customer contracts, assembled work force and the goodwill of the business. The acquisition of Health Communication Services, Inc. will be accounted for using the purchase method of accounting. HCS provides electronic data interchange ("EDI") services including electronic claims processing, remittance advice and funds transfers, and eligibility and benefit verification processing between health care participants, including hospitals, physicians and health care payors. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- The following table sets forth, for the second quarter of fiscal year 1997 and 1996, ended November 30, 1996 and 1995, respectively; selected amounts from the Company's consolidated statements of income and such amounts as a percentage of total revenue:
($ in Millions) FY 1997 FY 1996 -------------- --------------- $ % $ % ------- ---- ------ ---- Revenue: Health Care $ 41.6 41% $ 36.5 47% Integrated Payment Systems 31.5 31% 24.8 32% Global Payment Systems 29.5 28% 16.8 21% -------- ----- -------- ----- Total Revenue 102.6 100% 78.1 100% Cost of Service: Operations 38.2 37% 29.2 37% Depreciation and Amortization 7.0 7% 6.1 8% Hardware Sales 3.9 4% 3.9 5% -------- ----- -------- ----- Total Cost of Service 49.1 48% 39.2 50% -------- ----- -------- ----- Gross Margin 53.5 52% 38.9 50% Sales, General and Administrative 37.9 37% 28.9 37% -------- ----- -------- ----- Operating Margin 15.6 15% 10.0 13% Interest and Other Income 0.9 1% 1.2 1% Interest and Other Expense (1.4) (1%) (0.9) (1%) Minority Interest (0.2) - (0.1) - -------- ----- -------- ----- Income Before Income Taxes 14.9 14% 10.2 13% Provision for Income Taxes 5.3 5% 3.4 4% -------- ----- -------- ----- Net Income $ 9.6 9% $ 6.8 9% ======== ===== ======== =====
The first six months ended November 30, 1996 and 1995, compared to the same period last year is reflected as follows:
($ in Millions) FY 1997 FY 1996 --------------- --------------- $ % $ % -------- ----- ------- ----- Revenue: Health Care $ 79.5 39% $ 72.4 46% Integrated Payment Systems 63.7 31% 50.5 33% Global Payment Systems 60.5 30% 33.5 21% -------- ----- -------- ----- Total Revenue 203.7 100% 156.4 100% Cost of Service: Operations 76.8 37% 58.5 37% Depreciation and Amortization 13.3 7% 12.6 8% Hardware Sales 8.0 4% 7.6 5% -------- ----- -------- ----- Total Cost of Service 98.1 48% 78.7 50% -------- ----- -------- ----- Gross Margin 105.6 52% 77.7 50% Sales, General and Administrative 76.0 37% 59.6 38% -------- ----- -------- ----- Operating Margin 29.6 15% 18.1 12% -------- ----- -------- ----- Interest and Other Income 1.2 - 2.3 1% Interest and Other Expense (2.3) (1%) (1.8) (1%) Minority Interest (0.7) - (0.2) - -------- ----- -------- ----- Income Before Income Taxes 27.8 14% 18.4 12% Provision for Income Taxes 10.0 5% 6.8 5% -------- ----- -------- ----- Net Income $ 17.8 9% $ 11.6 7% ======== ===== ======== =====
REVENUE Total revenue for the second quarter of fiscal 1997 was $102,575,000, an increase of $24,511,000 (31%) from $78,064,000 in the same period in fiscal 1996. The revenue increase was the result of increased revenue in Health Care, $4,901,000 (13%); Integrated Payment Systems, $6,936,000 (28%); and Global Payment Systems, $12,674,000 (76%). Total revenue for the six months ended November 30, 1996 was $203,739,000, an increase of $47,385,000 (30%) from $156,354,000 in the same period in fiscal 1996. The revenue increase was the result of increased revenue in Health Care, $7,068,000 (10%); Integrated Payment Systems, $13,122,000 (26%); and Global Payment Systems, $27,195,000 (81%). HEALTH CARE. Revenue, after the effects of the pooling transaction with CIS Technologies, Inc. ("CIS"), increased 13% in the second quarter and 10% for the six months ended November 30, 1996 as compared to the same periods in fiscal 1996. Revenue growth was a result of increases in electronic claims processing, increases in revenue from pharmacy system sales, and the impact of acquisitions completed after the first quarter of fiscal 1996. These increases were partially offset by a decline in revenue resulting from non-recurring revenue items recognized by CIS in the first six months of fiscal 1996. INTEGRATED PAYMENT SYSTEMS. Revenue increased 28% in the second quarter and 26% for the first six months of fiscal 1997 compared to the same periods last year. These increases were due primarily to higher volumes of merchant sales processed, which resulted from increased sales productivity and in part from an alliance established with a financial institution in April 1996. GLOBAL PAYMENT SYSTEMS. Revenue increased 76% in the second quarter and 81% for the six months ended November 30, 1996 primarily due to the acquisition of the Merchant Automated Point-of-Sale Program ("MAPP") on April 1, 1996. COSTS AND EXPENSES Total cost of service for the second quarter of fiscal 1997 was $49,092,000, an increase of $9,870,000 (25%) from the same period in fiscal 1996. Cost of service for the six month period ending November 30, 1996 was $98,168,000, an increase of $19,511,000 (25%) from the same period last year. Total cost of service as a percentage of revenue decreased to 48% in the second quarter and first six months of fiscal 1997 from 50% for the same periods in fiscal 1996. Cost of operations increased $9,008,000 (31%) in the second quarter of fiscal 1997 and $18,327,000 (31%) for the first six months over the same periods in fiscal 1996 primarily as a result of increased operating costs related to the MAPP and other acquisitions completed after the first quarter of fiscal 1996. Cost of operations as a percentage of revenue remained constant at 37% for the second quarter and first six months of fiscal 1997. Depreciation and amortization as a percentage of revenue decreased to 7% in the second quarter and first six months of fiscal 1997 compared to 8% for the same periods last year. Hardware costs remained relatively consistent with the prior year periods. Gross margin increased to 52% from 50% in both the second quarter and six months ended November 30, 1996 principally as a result of improved operating efficiencies and leveraging of the Company's fixed investments. Sales, general and administrative expense was $37,858,000 in the second quarter of fiscal 1997, an increase of $9,018,000 (31%) from the same period in fiscal 1996; however, as a percentage of revenue, these expenses remained constant at 37% in the second quarters of fiscal 1997 and 1996. Sales, general and administrative expense increased $16,396,000 (28%) for the six month period ending November 30, 1996, while as a percentage of revenue, these expenses decreased to 37% from 38% for the same period last year. The increases in expenses were primarily due to increased product development and sales and marketing expansion programs in existing and acquired businesses. These increases were partially offset by cost reductions due to post- acquisition synergies. INTEREST AND OTHER INCOME Interest and other income decreased $280,000 (24%) for the second quarter and $1,102,000 (47%) for the six months ending November 30, 1996 from the same periods last year. These decreases were primarily the result of lower interest earnings due to less average funds available for investment. The cash balances generated during the first six months of fiscal 1996 were used to fund acquisitions later in fiscal 1996. INTEREST AND OTHER EXPENSE Interest and other expense increased $526,000 and $547,000 for the second quarter and six months ended November 30, 1996, respectively, due primarily to the issuance of $143,750,000 in long-term debt on November 6, 1996 (as discussed in Note 3). MINORITY INTEREST The increases for the second quarter and six month periods ended November 30, 1996 were primarily attributable to the MAPP acquisition and the alliance established with a financial institution in April 1996. INCOME TAXES The provision for income taxes, as a percentage of taxable income, was 36% and 34% for the quarters ended November 30, 1996 and 1995, respectively and 36% and 37% for the six month periods ended November 30, 1996 and 1995, respectively. The rate increase for the quarter is a result of lower tax exempt interest income. Year-to-date, this increase is offset by differences in the tax treatment of certain items associated with CIS prior to its acquisition by the Company. NET INCOME Net income for the second quarter of fiscal 1997 was $9,567,000, an increase of $2,792,000 (41%), as compared to the same period in fiscal 1996. Earnings per share for the second quarter ended November 30, 1996 and 1995 were $0.34 and $0.25 respectively. The number of common and common equivalent shares outstanding for the second quarter of fiscal 1997 was 28,043,000, an increase of 753,000 (3%) as compared to the same period in fiscal 1996, due to options granted and shares issued under the Company's stock purchase and stock option plans. Net income for the first six months of fiscal 1997 was $17,772,000, an increase of $6,143,000 (53%), as compared to the same period in fiscal 1996. Earnings per share for the six months ended November 30, 1996 and 1995 were $0.64 and $0.43 respectively. The number of common and common equivalent shares outstanding for the second quarter of fiscal 1997 was 27,953,000, an increase of 863,000 (3%) as compared to the same period in fiscal 1996, due to options granted and shares issued under the Company's stock purchase and stock option plans. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $36,737,000 for the first six months of fiscal 1997 compared to $13,658,000 for the same period of fiscal 1996. Cash flows from operations (consisting of net income adjusted for depreciation, amortization, minority interest in earnings, and provision for bad debts) totaled $34,727,000, an increase of $7,901,000 (29%) over the same period last year. Fiscal 1997 changes in working capital provided an additional $15,178,000 from fiscal 1996, primarily due to the changes in net merchant processing funds and accounts payable. The fiscal 1997, $2,010,000 change in working capital resulted from changes in net merchant processing funds provided and increases in accounts payable and accrued liabilities, offset by increases in accounts receivable and estimated income tax payments due to higher income before taxes. The funds provided by changes in merchant processing working capital reflect normal fluctuations in the timing of credit card sales processed. The increases in accounts payable and accounts receivable are primarily due to the increased operating costs and increased revenue, respectively. Cash used for investing activities was $56,027,000 compared to $17,375,000 in the prior year. On October 1, 1996, the Company acquired the capital stock of Equifax Healthcare EDI Services, Inc. for $47,000,000. Capital expenditures aggregated $8,003,000 and were used primarily for software development related to product enhancement. Net cash provided by financing activities was $105,004,000 for the first six months of fiscal 1997. As discussed in Note 3, the Company completed a public issuance of long-term debt, providing $139,682,000 in proceeds, net of debt issuance costs. The cash provided by the issuance was partially offset by net repayments totaling $30,000,000 on the Company's line of credit and dividends of $3,919,000 paid in the six month period ending November 30, 1996. In fiscal year 1996, $63,096,000 was provided by financing activities, principally the result of the stock issuance under a secondary offering. On November 30, 1996, the Company had cash and cash equivalents totaling $95,482,000. NDC has an unsecured $50,000,000 revolving line of credit which expires in May 1999. The Company's Global Payment Systems subsidiary has an unsecured $60,000,000 revolving line of credit which expires in July 1999. The Global revolving line of credit automatically reduces to $50,000,000 on the first anniversary of the credit agreement, in July 1997. As of November 30, 1996, there were no amounts outstanding under either the NDC or Global facilities. The Company believes funds generated from operations along with the lines of credit and cash on hand is adequate to meet normal business operating needs, including future potential acquisitions. PART II ITEM 1 - PENDING LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN SECURITITES None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of stockholders was held on October 24, 1996. At the annual meeting, the stockholders of the Company approved the following items: 1. Election of two directors in Class I, Robert A. Yellowlees and James B. Edwards, to serve until the annual meeting of stockholders in 1999, or until their successors are duly elected and qualified; 2. Amendment of the Company's Certificate of Incorporation to increase the number of shares of Common Stock of the Company authorized for issuance from 60,000,000 to 100,000,000. ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) National Data Corporation's Current Report on Form 8-K dated October 1, 1996, was filed October 7, 1996, and amended on October 30, 1996, relating to the acquisition of all the capital stock of Equifax Healthcare EDI Services, Inc. The following financial statements and pro forma financial information were filed in that document: (1) Equifax Healthcare EDI Services, Inc. Balance Sheets for the years ended June 30, 1996 and 1995. (2) Equifax Healthcare EDI Services, Inc. Statements of Operations for the years ended June 30, 1996 and 1995. (3) Equifax Healthcare EDI Services, Inc. Statements of Shareholder's Equity for the years ended June 30, 1996 and 1995. (4) Equifax Healthcare EDI Services, Inc. Statements of Cash Flows for the years ended June 30, 1996 and 1995. (5) Notes to the Financial Statements. (6) Report of Independent Public Accountants. (7) Unaudited Pro Forma Condensed Combined Balance Sheet as of August 31, 1996. (8) Unaudited Pro Forma Condensed Combined Income Statement for the fiscal year ended May 31, 1996. (9) Unaudited Pro Forma Condensed Combined Income Statement for the three months ended August 31, 1996. (10) Notes to Unaudited Pro Forma Condensed Combined Financial Statements. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. National Data Corporation ------------------------- (Registrant) Date: January 14, 1997 By: /s/ M.P. Stevenson, Jr. ---------------- ----------------------- M.P. Stevenson, Jr. Interim Chief Financial Officer EX-27 2 2ND QTR FY 1997 FDS
5 1000 6-MOS MAY-31-1997 NOV-30-1996 95,482 0 70,532 3,227 1,924 170,139 123,895 72,919 501,525 77,517 143,750 0 0 3,295 249,022 501,525 203,739 203,739 98,168 174,180 0 0 2,336 27,768 9,996 17,772 0 0 0 17,772 0.64 0.64
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