-----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, I7HKoiAxdBL5+8hHAioxMeHV7WSOR8ZiDX4OYiOuHajp+of6n5QfoAOLQIaA8J29 +gZQv7/v+rJ+5BpGAP+2CA== 0000070033-97-000006.txt : 19970415 0000070033-97-000006.hdr.sgml : 19970415 ACCESSION NUMBER: 0000070033-97-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970414 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: 97579694 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 3RD 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 February 28, 1997. ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-12392 ---------- NATIONAL DATA CORPORATION ------------------------- (Exact name of registrant as specified in charter) DELAWARE 58-0977458 -------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) National Data Plaza, Atlanta, Georgia 30329-2010 ------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 404-728-2000 ------------ NONE ------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last year) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]. APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, Par Value $.125 - 26,550,416 shares ----------------------------------------------------- Outstanding as of March 31, 1997 ------------------------------- CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (in thousands except per share data) - ---------------------------------------------------------------------------
Three Months Ended February 28, 29 --------------------------------- 1997 1996 * ------------ ----------- Revenue $ 111,974 $ 77,622 Operating Expenses: Cost of service 52,113 38,951 Sales, general and administrative 42,263 30,348 - --------------------------------------------------------------------------- 94,376 69,299 - --------------------------------------------------------------------------- Operating income 17,598 8,323 - --------------------------------------------------------------------------- Other income (expense): Interest and other income 772 1,451 Interest and other expense (2,274) (944) Minority interest (348) (100) - --------------------------------------------------------------------------- (1,850) 407 - --------------------------------------------------------------------------- Income before income taxes 15,748 8,730 Provision for income taxes 5,673 2,766 - --------------------------------------------------------------------------- Net income $ 10,075 $ 5,964 ================================ Earnings per common and common equivalent share $ 0.36 $ 0.22 ================================ Earnings per common and common equivalent share, assuming full dilution $ 0.36 $ 0.22 ================================ * All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (in thousands except per share data) - ---------------------------------------------------------------------------
Nine Months Ended February 28, 29 --------------------------------- 1997 1996 * ------------- ------------ Revenue $ 315,713 $ 233,976 - --------------------------------------------------------------------------- Operating Expenses: Cost of service 150,281 117,608 Sales, general and administrative 118,275 89,964 - --------------------------------------------------------------------------- 268,556 207,572 - --------------------------------------------------------------------------- Operating income 47,157 26,404 - --------------------------------------------------------------------------- Other income (expense): Interest and other income 2,001 3,782 Interest and other expense (4,610) (2,733) Minority interest (1,032) (295) - --------------------------------------------------------------------------- (3,641) 754 - --------------------------------------------------------------------------- Income before income taxes 43,516 27,158 Provision for income taxes 15,670 9,565 - --------------------------------------------------------------------------- Net income $ 27,846 $ 17,593 ================================ Earnings per common and common equivalent share $ 1.00 $ 0.65 ================================ Earnings per common and common equivalent share, assuming full dilution $ 0.99 $ 0.65 ================================ * All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS NATIONAL DATA CORPORATION (in thousands) - ---------------------------------------------------------------------------
Nine Months Ended February 28, 29 ------------------------ 1997 1996 * ---------- ----------- Cash flows from operating activities: Net income $ 27,846 $ 17,593 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,521 13,610 Amortization of acquired intangibles and goodwill 9,963 7,343 Amortization of debt issuance costs 194 - Minority interest in earnings 1,032 295 Provision for bad debts 1,286 1,143 Changes in working capital which used cash, net of the effects of acquisitions (429) (15,222) -------------------------- Net cash provided by operating activities 54,413 24,762 -------------------------- Cash flows from investing activities: Capital expenditures (12,824) (13,188) Business acquisitions, net of cash acquired (131,283) (16,392) Decrease in investments and other non-current assets 25 403 -------------------------- Net cash used in investing activities (144,082) (29,177) -------------------------- Cash flows from financing activities: Net borrowings (repayments) under lines of credit (30,000) 1,547 Payments on notes and earn-out payable (1,175) (3,366) Net principal payments under mortgage, capital lease arrangements and other long-term debt (15,354) (2,174) Net proceeds from the issuance of long-term debt 139,682 - Net proceeds from sale of common stock - 63,652 Net proceeds from the issuance of stock under employee stock plans 5,919 5,362 Distributions to minority interests (1,433) - Dividends paid (5,889) (5,142) -------------------------- Net cash provided by financing activities 91,750 59,879 -------------------------- Increase in cash and cash equivalents 2,081 55,464 Cash, beginning of period 9,768 41,573 -------------------------- Cash, end of period $ 11,849 $ 97,037 ========================== * All prior period amounts have been restated to reflect the 1996 merger with CIS in a pooling transaction. See Notes to Unaudited Condensed Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION (in thousands except share data) - ---------------------------------------------------------------------------
February 28, May 31, 1997 1996 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 11,849 $ 9,768 Accounts receivable (less allowances of $2,750 and $2,433) 77,341 61,618 Deferred income taxes 1,300 1,000 Inventory 1,915 1,869 Prepaid expenses and other current assets 6,586 7,152 ------------ ----------- Total current assets 98,991 81,407 ------------ ----------- Property and equipment, net 52,466 49,436 Acquired intangibles and goodwill, net 347,979 223,055 Deferred income taxes 11,979 11,505 Other 5,908 2,636 ------------ ----------- Total Assets $ 517,323 $ 368,039 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 59,697 $ 48,561 Line of credit payable - 30,000 Notes and earn-out payable 1,415 1,637 Income taxes payable 5,446 1,548 Obligations under capital leases 3,373 3,011 Mortgage payable - 10,936 Deferred income 7,865 5,996 ------------ ----------- Total current liabilities 77,796 101,689 ------------ ----------- Long-term debt 143,750 - Notes payable on acquired businesses 6,019 3,138 Obligations under capital leases 2,801 4,439 Other long-term liabilities 5,309 5,747 ------------ ----------- Total liabilities 235,675 115,013 ------------ ----------- Minority interest in equity of subsidiaries 21,152 19,727 Commitments and contingencies - - Shareholders' Equity: Preferred stock, par value $1.00 per share, 1,000,000 shares authorized; none issued - - Common stock, par value $.125 per share, 100,000,000 shares authorized; 26,398,072 and 25,962,939 shares issued and outstanding, respectively. 3,300 3,246 Capital in excess of par value 174,598 168,732 Retained earnings 84,172 62,216 Cumulative translation adjustment (479) (753) ------------ ----------- 261,591 233,441 Less: Deferred compensation (1,095) (142) ------------ ----------- Total Shareholders' Equity 260,496 233,299 ------------ ----------- Total Liabilities and Shareholders' Equity $ 517,323 $ 368,039 ============ =========== See Notes to Unaudited Condensed Consolidated Financial Statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. In addition, certain reclassifications have been made to the fiscal 1996 consolidated financial statements to conform to the fiscal 1997 presentation. All prior period amounts have been restated to reflect the 1996 merger with CIS Technologies, Inc. ("CIS") in a pooling transaction. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K for the fiscal year ended May 31, 1996. In the opinion of management, the information furnished reflects all adjustments necessary to present fairly the financial position, results of operations, and cash flows for such interim periods. NOTE 2 - EARNINGS PER SHARE: Primary earnings per common share and common equivalent share are computed by dividing net income by the weighted average number of common shares and common equivalent shares outstanding during the period. Common equivalent shares represent stock options that, if exercised, would have a dilutive effect on earnings per share. All options with an exercise price less than the average market share price for the period are assumed to have a dilutive effect on earnings per share. Fully diluted earnings per common and common equivalent share are computed by the same method as described for primary earnings per share except that the higher of (1) the ending market share price for the period or (2) the average market share price for the period is used to compute the fully diluted earnings per share, as compared to the average market share price for primary earnings per share. The convertible notes (Note 3) have an antidilutive effect on earnings per share on a fully diluted basis; accordingly, the notes are excluded from earnings per share calculations. Earnings per share calculations are presented in the accompanying financial statements. The primary and fully diluted number of common and common equivalent shares outstanding are as follows (in thousands): Quarter Ended Nine Months Ended February 28, 29 February 28, 29 1997 1996 1997 1996 ------ ------ ------ ------ Primary 28,055 27,271 27,949 27,148 Fully Diluted 28,084 27,422 27,997 27,252 NOTE 3 - ISSUANCE OF LONG-TERM DEBT: On November 6, 1996, the Company issued convertible notes ("Notes"), providing $139,682,000 in proceeds, net of $4,068,500 in debt issuance costs. The issuance costs are included in Other Assets and are being amortized over the life of the Notes. The Notes are unsecured subordinated obligations of the Company, $143,750,000 aggregate principal amount, and will mature on November 1, 2003. The Notes bear interest at 5% per annum, and are convertible into approximately 2,750,000 shares of common stock at $52.23 per share at any time prior to maturity. Subsequent to November 1, 1999, the Notes are redeemable at the option of the Company, in whole or in part, initially at 102.857% and thereafter at prices declining to 100% at maturity, together with accrued interest. NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION: Supplemental cash flow disclosures, including non-cash investing and financing activities, for the nine months ended February 28, 1997 and February 29, 1996 are as follows: 1997 1996 ------ ------ Income taxes paid $ 11,770 $ 10,469 Interest paid 2,121 2,653 Promissory notes entered into on acquisitions 6,000 --- Capital leases entered in exchange for property and equipment 931 791 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth, for the third quarter of fiscal 1997 and 1996, ended February 28, 1997 and February 29, 1996, respectively; selected amounts from the Company's consolidated statements of income and such amounts as a percentage of total revenue:
($ in thousands) FY 1997 FY 1996 Inc./(Dec.) $ % $ % % ---------------- ---------------- --------- Revenue Health Care $ 47,331 42% $ 35,675 46% 33% Integrated Payment Systems 32,350 29% 25,156 33% 29% Global Payment Systems 38,184 34% 16,505 21% 131% Intercompany and Other (5,891) (5%) 286 0% - ---------------- ---------------- --------- Total Revenue 111,974 100% 77,622 100% 44% ---------------- ---------------- --------- Cost of Service: Operations 40,584 36% 29,629 38% 37% Depreciation and Amortization 7,899 7% 5,887 8% 34% Hardware Sales 3,630 3% 3,435 4% 6% ---------------- ---------------- --------- Total Cost of Service 52,113 46% 38,951 50% 34% ---------------- ---------------- --------- Gross Margin 59,861 54% 38,671 50% 55% Sales, General and Administrative 42,263 38% 30,348 39% 39% ---------------- ---------------- --------- Operating Income 17,598 16% 8,323 11% 111% ---------------- ---------------- ---------
The first nine months ended February 28, 1997, compared to the same period last year is reflected as follows:
($ in thousands) FY 1997 FY 1996 Inc./(Dec.) $ % $ % % ---------------- ---------------- --------- Revenue Health Care $ 126,831 40% $ 108,106 46% 17% Integrated Payment Systems 95,644 30% 75,194 33% 27% Global Payment Systems 110,011 35% 49,890 21% 121% Intercompany and Other (16,773) (5%) 786 0% - ---------------- ---------------- -------- Total Revenue 315,713 100% 233,976 100% 35% ---------------- ---------------- -------- Cost of Service: Operations 117,446 37% 88,102 38% 33% Depreciation and Amortization 21,159 7% 18,519 8% 14% Hardware Sales 11,676 4% 10,987 4% 6% ---------------- ---------------- -------- Total Cost of Service 150,281 48% 117,608 50% 28% ---------------- ---------------- -------- Gross Margin 165,432 52% 116,368 50% 42% Sales, General and Administrative 118,275 37% 89,964 39% 31% ---------------- ---------------- -------- Operating Income 47,157 15% 26,404 11% 79% ---------------- ---------------- --------
Revenue Total revenue for the third quarter of fiscal 1997 was $111,974,000, an increase of $34,352,000 (44%) from the same period in fiscal 1996. The increase was the result of increased revenue in Health Care, $11,656,000 (33%); Integrated Payment Systems, $7,112,000 (29%); and Global Payment Systems, $21,679,000 (131%). Total revenue for the nine months ended February 28, 1997 was $315,713,000, an increase of $81,737,000 (35%) from the same period in fiscal 1996. The increase was the result of increased revenue in Health Care, $18,725,000 (17%); Integrated Payment Systems, $20,232,000 (27%); and Global Payment Systems, $60,121,000 (121%). HEALTH CARE. Revenue, after the effects of the pooling transaction with CIS Technologies, Inc. ("CIS"), increased 33% in the third quarter and 17% for the nine months ended February 28, 1997 as compared to the same periods in fiscal 1996. Revenue growth was a result of increases in revenues from existing products and services, and the impact of three acquisitions completed after the first quarter of fiscal 1996. Year-to-date, these increases were partially offset by a decline in revenue resulting from non-recurring revenue items recognized by CIS in the first six months of fiscal 1996. INTEGRATED PAYMENT SYSTEMS. Revenue increased 29% in the third quarter and 27% for the first nine months of fiscal 1997 compared to the same periods last year. These increases were due primarily to higher volumes of merchant sales processed, which resulted from increased sales productivity and in part from an alliance established with a financial institution in April 1996. GLOBAL PAYMENT SYSTEMS. Revenue increased 131% in the third quarter and 121% for the nine months ended February 28, 1997 primarily due to the acquisition of the Merchant Automated Point-of-Sale Program ("MAPP") on April 1, 1996. In addition, during the third quarter of the current fiscal year, Global completed the purchase of a portion of Electronic Data System Corporation's ("EDS") credit card processing business and launched a joint marketing and service alliance with EDS. INTERCOMPANY AND OTHER. Commencing April 1, 1996, with the formation of Global Payment Systems, a portion of Global's revenue was derived from intercompany sales of back-office services to the Integrated Payment Systems and Health Care business units. COSTS AND EXPENSES Total cost of service as a percentage of revenue decreased to 46% in the third quarter and to 48% for the nine month period ended February 28, 1997 from 50% for both periods in fiscal 1996. Total cost of service for the third quarter of fiscal 1997 was $52,113,000, an increase of $13,162,000 (34%) from the same period in fiscal 1996. Cost of service for the nine month period ending February 28, 1997 was $150,281,000, an increase of $32,673,000 (28%) from the same period last year. Cost of operations as a percentage of revenue was 36% for the third quarter and 37% for the first nine months of fiscal 1997, compared to 38% for both periods in fiscal 1996. Cost of operations increased $10,955,000 (37%) in the third quarter of fiscal 1997 and $29,344,000 (33%) for the first nine months when compared to the same periods in fiscal 1996, primarily as a result of increased operating costs related to the MAPP and other acquisitions completed after the third quarter of fiscal 1996. Depreciation and amortization as a percentage of revenue decreased to 7% in the third quarter and first nine months of fiscal 1997 compared to 8% for both periods last year. Hardware costs remained relatively consistent for the nine month period ending February 28, 1997 at 4% of revenue. However, for the current quarter of fiscal 1997 these costs were 3% of revenue compared to 4% for the same period in fiscal 1996, reflecting an increase in the recurring revenue base. For the third quarter of fiscal 1997, gross margin increased to 54% from 50% in the same period last year. For the nine months ended February 28, 1997, gross margin increased to 52% from 50% in the prior year period. The increases were principally the result of the Company's productivity programs and leveraging the Company's fixed investments. Sales, general and administrative expense was $42,263,000 in the third quarter of fiscal 1997, an increase of $11,915,000 (39%) from the same period in fiscal 1996; however, as a percentage of revenue, these expenses were 38% in the third quarter of fiscal 1997 compared to 39% for the same period in fiscal 1996. Sales, general and administrative expense increased $28,311,000 (31%) for the nine month period ending February 28, 1997, while as a percentage of revenue, these expenses decreased to 37% from 39% for the same period last year. The increases in expenses were primarily due to increased product development and sales and marketing expansion programs in existing businesses and higher sales, general and administrative expense ratios in acquired businesses. These increases were partially offset by cost reductions due to post-acquisition synergies. INTEREST AND OTHER INCOME Interest and other income decreased $679,000 (47%) for the third quarter and $1,781,000 (47%) for the nine months ending February 28, 1997 from the same periods last year. These decreases were primarily the result of lower interest earnings due to less average funds available for investment. The cash balances generated during the first nine months of fiscal 1996 were used to fund acquisitions in the fourth quarter of fiscal 1996. INTEREST AND OTHER EXPENSE Interest and other expense increased $1,330,000 and $1,877,000 for the third quarter and nine months ended February 28, 1997, respectively, due primarily to the issuance of $143,750,000 in long-term debt on November 6, 1996 (see Note 3 to the Consolidated Financial Statements). MINORITY INTEREST The increases in the expense for minority interest for the third quarter and nine month periods ended February 28, 1997 were primarily attributable to the MAPP acquisition and an alliance established with a financial institution in April 1996. INCOME TAXES The provision for income taxes, as a percentage of taxable income, was 36% and 32% for the quarters ended February 28, 1997 and February 29, 1996, respectively and 36% and 35% for the nine month periods ended February 28, 1997 and February 29, 1996, respectively. The tax rate increase was the result of differences in the tax treatment of certain items associated with CIS prior to its acquisition by the Company. NET INCOME Net income for the third quarter of fiscal 1997 was $10,075,000, an increase of $4,111,000 (69%), as compared to the same period in fiscal 1996. Fully diluted earnings per share for the third quarter ended February 28, 1997 and February 29, 1996 were $0.36 and $0.22 respectively. The number of common and common equivalent shares outstanding for the third quarter of fiscal 1997 was 28,084,000, an increase of 662,000 (2%) as compared to the same period in fiscal 1996, due to options exercised and shares issued under the Company's stock option and stock purchase plans. Net income for the first nine months of fiscal 1997 was $27,846,000, an increase of $10,253,000 (58%), as compared to the same period in fiscal 1996. Fully diluted earnings per share for the nine months ended February 28, 1997 and February 29, 1996 were $0.99 and $0.65 respectively. The number of common and common equivalent shares outstanding for the nine month period of fiscal 1997 was 27,997,000, an increase of 745,000 (3%) as compared to the same period in fiscal 1996, due to options exercised and shares issued under the Company's stock option and stock purchase plans. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $54,413,000 for the first nine months of fiscal 1997 compared to $24,762,000 for the same period of fiscal 1996. Cash flows from operations (consisting of net income adjusted for depreciation, amortization, minority interest in earnings, and provision for bad debts) totaled $54,842,000, an increase of $14,858,000 (37%) over the same period last year. Working capital requirements were $429,000 in the nine month period ending February 28, 1997 compared to $15,222,000 for the same period last year. The additional working capital provided from last year was attributable to changes in net merchant processing funds and increases in accounts payable and accrued liabilities (including income taxes), offset by increases in accounts receivable. The funds provided by changes in merchant processing working capital reflect normal fluctuations in the timing of credit card sales processed. The increases in accounts payable and accounts receivable are primarily due to the increased operating costs and increased revenue, respectively. Cash used for investing activities was $144,082,000 in the current period compared to $29,177,000 last year. During the nine month period ended February 28, 1997, the Company completed four acquisitions for an aggregate cash purchase price of approximately $131,283,000. Capital expenditures were $12,824,000 versus $13,188,000 for the same period last year. The capital expenditures were used primarily for software development and hardware upgrades related to product enhancement and future growth. Net cash provided by financing activities was $91,750,000 for the first nine months of fiscal 1997. As discussed in Note 3 to the Consolidated Financial Statements, the Company completed an issuance of long-term public debt, providing $139,682,000 in net proceeds. The cash provided by the issuance was partially offset by repayment of the Company's line of credit of $30,000,000, repayments of long-term debt of $15,354,000 (including $10,936,000 to pay off the mortgage on the Company's headquarters building) and dividends of $5,889,000 paid in the nine month period ending February 28, 1997. In fiscal 1996, $59,879,000 was provided by financing activities, principally the result of the stock issuance under a secondary offering. On February 28, 1997, the Company had cash and cash equivalents totaling $11,849,000 on hand. NDC has an unsecured $50,000,000 revolving line of credit which expires in May 1999. The Company's Global Payment Systems subsidiary has an unsecured $60,000,000 revolving line of credit which expires in July 1999. The Global revolving line of credit automatically reduces to $50,000,000 on the first anniversary of the credit agreement, in July 1997. As of February 28, 1997, there were no amounts outstanding under either the NDC or Global facilities. The Company believes funds generated from operations along with the lines of credit and cash on hand is adequate to meet normal business operating needs, including future potential acquisitions. Part II ITEM 1 - PENDING LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN SECURITITES None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) Reports filed on Form 8-K: National Data Corporation's Current Report on Form 8-K dated December 31, 1996, was filed January 14, 1997, relating to the acquisition of all the capital stock of Health Communication Services, Inc. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. National Data Corporation ------------------------- (Registrant) Date: April 14, 1997 By: /s/ M.P. Stevenson, Jr. ----------------- ------------------------ M.P. Stevenson, Jr. Interim Chief Financial Officer EX-27 2 3RD QTR FY 1997 FDS
5 1,000 9-MOS MAY-31-1997 JUN-01-1996 FEB-28-1997 11,849 0 80,091 2,750 1,915 98,991 133,613 81,147 517,323 77,796 143,750 0 0 3,300 257,196 517,323 315,713 315,713 150,281 268,556 0 0 4,610 43,516 15,670 27,846 0 0 0 27,846 1.00 .99
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