-----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, MSVpi3RXBnOwOIkbQfN8XVXA2i44S/y27BvooLIaw0k5bs6lEvIvpKIYrvdZnl4/ k/5ghUez7GSwBCnlilVARg== 0000070033-98-000002.txt : 19980115 0000070033-98-000002.hdr.sgml : 19980115 ACCESSION NUMBER: 0000070033-98-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971130 FILED AS OF DATE: 19980114 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: SEC FILE NUMBER: 000-03966 FILM NUMBER: 98506465 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 1998 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, 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 - 33,715,404 shares --------------------------------------------------- Outstanding as of January 5, 1998 ----------------------------------- UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (In thousands, except per share data) - -------------------------------------------------------------------------
Three Months Ended November 30, ---------------------- 1997 1996 ------- ------- Revenue $ 120,035 $ 102,575 Operating Expenses: Cost of service 57,356 49,092 Sales, general and administrative 41,836 37,858 -------- -------- 99,192 86,950 -------- -------- Operating income 20,843 15,625 Other income (expense): Interest and other income 455 910 Interest and other expense (2,170) (1,401) Minority interest (607) (186) -------- ------- (2,322) (677) -------- ------- Income before income taxes 18,521 14,948 Provision for income taxes 7,038 5,381 -------- ------- Net income $ 11,483 $ 9,567 ======== ======= Earnings per common and common equivalent shares $ 0.41 $ 0.34 ======== ======= See Notes to Unaudited Condensed Consolidated Financial Statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION (In thousands, except per share data) - -----------------------------------------------------------------------
Six Months Ended November 30, ---------------------- 1997 1996 --------- --------- Revenue $ 240,137 $ 203,739 Operating Expenses: Cost of service 116,326 98,168 Sales, general and administrative 83,335 76,012 --------- -------- 199,661 174,180 --------- -------- Operating income 40,476 29,559 Other income (expense): Interest and other income 940 1,229 Interest and other expense (4,484) (2,336) Minority interest (1,308) (684) -------- -------- (4,852) (1,791) -------- -------- Income before income taxes 35,624 27,768 Provision for income taxes 13,537 9,996 -------- -------- Net income $ 22,087 $ 17,772 ======== ======== Earnings per common and common equivalent shares $ 0.79 $ 0.64 ======== ======== See Notes to Unaudited Condensed Consolidated Financial Statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NATIONAL DATA CORPORATION (In thousands) - ------------------------------------------------------------------------
Six Months Ended November 30, 1997 1996 ------ ------ Cash flows from operating activities: Net income $ 22,087 $ 17,772 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 10,060 9,368 Amortization of acquired intangibles and goodwill 9,469 5,996 Minority interest in earnings 1,308 684 Provision for bad debts 559 907 Other, net 521 200 Changes in current assets and liabilities which provided (used) cash, net of the effects of acquisitions: Accounts receivable, net (7,544) (3,692) Merchant processing working capital 3,295 7,778 Inventory 390 (11) Prepaid expenses and other assets (391) 1,530 Accounts payable and accrued liabilities (11,658) (3,833) Income taxes payable (879) 917 -------- -------- Net cash provided by operating activities 27,217 37,616 -------- -------- Cash flows from investing activities: Capital expenditures (9,311) (8,003) Business acquisitions, net of cash acquired (8,717) (48,049) -------- -------- Net cash used in investing activities (18,028) (56,052) -------- -------- Cash flows from financing activities: Net repayments under lines of credit - (30,000) Payments on notes and earn-out payable (1,130) (1,139) Net principal payments under capital lease arrangements and other long-term debt (1,283) (3,917) Net proceeds from the issuance of long-term debt - 139,682 Net proceeds from the issuance of stock plans 3,331 4,413 Distributions to minority interests (3,134) (970) Dividends paid (3,982) (3,919) -------- -------- Net cash (used in) provided by financing activities (6,198) 104,150 -------- -------- Increase in cash and cash equivalents 2,991 85,714 Cash and cash equivalents, beginning of period 19,240 9,768 -------- -------- Cash and cash equivalents, end of period $ 22,231 $ 95,482 ========= ======== See Notes to Unaudited Condensed Financial Statements.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION (In thousands, except share data) - ----------------------------------------------------------------------
November 30, May 31, 1997 1997 ---------- -------- ASSETS Current assets: Cash and cash equivalents $ 22,231 $ 19,240 Accounts receivable (less allowances of $2,524 and $2,868) 86,172 78,269 Deferred income taxes 2,584 2,584 Inventory 2,082 2,260 Prepaid expenses and other current assets 11,656 6,271 --------- --------- Total current assets 124,725 108,624 Property and equipment, net 51,109 49,907 Intangible assets, net 346,799 348,476 Deferred income taxes 9,037 9,037 Other 5,152 5,639 --------- --------- Total Assets $ 536,822 $ 521,683 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 49,338 $ 51,789 Notes and earn-out payable 305 1,372 Income taxes payable 3,541 4,282 Obligations under capital leases 2,378 2,513 Deferred income 5,391 7,389 --------- --------- Total current liabilities 60,953 67,345 Long-term debt 151,654 149,750 Obligations under capital leases 2,530 2,287 Other long-term liabilities 3,269 3,653 --------- --------- Total liabilities 218,406 223,035 Minority interest in equity of subsidiaries 19,468 21,138 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; 26,789,020 and 26,564,668 shares issued and outstanding, respectively. 3,349 3,321 Capital in excess of par value 187,152 182,695 Retained earnings 111,247 93,139 Cumulative translation adjustment (1,064) (727) --------- --------- 300,684 278,428 Less: Deferred compensation (1,736) (918) --------- --------- Total Shareholders' Equity 298,948 277,510 Total Liabilities and Shareholders' Equity $ 536,822 $ 521,683 ========= ========= 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 1997 consolidated financial statements to conform to the fiscal 1998 presentation. 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, 1997. 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 issued in fiscal 1997 have an antidilutive effect on fully diluted earnings per share; 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 Six Months Ended 30, November 30, 1997 1996 1997 1996 Primary 28,139 27,979 28,170 27,896 Fully Diluted 28,139 28,043 28,170 27,953 In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per Share". SFAS No. 128 requires primary earnings per share to be replaced with "basic earnings per share". Basic earnings per share is computed by dividing reported earnings available to common stockholders by weighted average shares outstanding. No dilution for any potentially dilutive securities is included. Fully diluted earnings per share will be called "diluted earnings per share". The standard is intended to simplify existing computational guidelines, revise the disclosure requirements, and increase comparability of earnings per share on an international basis. The pronouncement is effective for financial statements issued after December 15, 1997 and is not expected to have a material impact on the Company's reported earnings per share. NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION: Supplemental cash flow disclosures, including non-cash investing and financing activities, for the six months ended November 30, 1997 and 1996 are as follows (In thousands): 1997 1996 Income taxes paid $ 14,278 $ 8,441 Interest paid 4,268 1,649 Property and equipment capital leases 1,455 675 NOTE 4 - SUBSEQUENT EVENTS: The Company's strategy includes the continued expansion of its presence in the health information services market through investments in research and development, marketing, alliances and acquisitions. These are designed to introduce new services and distribution capability. In some instances, it is felt that investment in acquisitions can accelerate this or do so with lower risk than an internal start up program. In the second quarter, two transactions were closed which expanded the company's health information services. The first greatly expanded the Company's data base and information management capability. The second transaction expands the outsourcing service offerings available to hospitals and physician groups. On December 15, 1997, the Company acquired two related health care database 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 holds its Over-The-Counter Physician Survey business unit as well as PMSI's interest in a joint venture it formed with Source Informatics, Inc. Under the terms of the agreements, the Company paid $35.7 million and issued 2,670,298 shares of its common stock, giving the total transaction a value of approximately $128.7 million. On December 19, 1997, the Company completed a merger with Physician Support Systems, Inc. (PSS). This transaction is being accounted for under the pooling of interests method of accounting. The Company issued 4,237,784 shares of its common stock in exchange for PSS' 9,742,033 shares issued and outstanding, giving the total transaction a value of approximately $139.8 million. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Revenue
(In millions) Quarter Ending November 30, 1997 1996 Increase ------------ ----------- -------- Revenue: Health Information Services $ 48.2 40% $ 41.4 40% 16% Integrated Payment Systems 38.8 32% 31.7 31% 22% Global Payment Systems 39.8 34% 35.4 35% 12% Intercompany Revenue (6.8) (6%) (5.9) (6%) 15% ------ ---- ------ ---- ----- Total Revenue $120.0 100% $102.6 100% 17% ====== ==== ====== ==== =====
Total revenue for the second quarter of fiscal 1998 was $120.0 million, an increase of $17.4 million (17%) from the same period in fiscal 1997. The increase was the result of increased revenue in Health Information Services, $6.8 million (16%); Integrated Payment Systems, $7.1 million (22%); and Global Payment Systems, $4.4 million (12%).
(In millions) Six Months Ending November 30, 1997 1996 Increase ------------ ------------ -------- Revenue: Health Information Services $ 95.7 40% $ 79.5 39% 20% Integrated Payment Systems 77.5 32% 63.7 31% 22% Global Payment Systems 80.2 33% 71.7 35% 12% Intercompany Revenue (13.3) (5%) (11.2) (5%) 19% ------ ---- ------ ---- ---- Total Revenue $240.1 100% $203.7 100% 18% ====== ==== ====== ==== ====
Total revenue for the first half of fiscal 1998 was $240.1 million, an increase of $36.4 million (18%) from the same period in fiscal 1997. The increase was the result of increased revenue in Health Information Services, $16.2 million (20%); Integrated Payment Systems, $13.8 million (22%); and Global Payment Systems, $8.4 million (12%). Health Information Services. Revenue reflected growth from internally developed products and services as well as new ones from acquisitions. Equifax Healthcare EDI Services, Inc. and Health Communications Services, Inc. were acquired during fiscal 1997. Two smaller United Kingdom-based pharmacy systems companies were acquired during the first quarter of fiscal 1998. A divestiture during the second quarter of fiscal 1998 is also reflected in the results. Revenues during the second quarter were $48.2 million versus $41.4 million during the same quarter last year. For the first half, the comparable revenue results were $95.7 million and $79.5 million, respectively. Integrated Payment Systems. Second quarter and year-to-date revenue indicated the effect of programs directed at new vertical industry offerings and new distribution programs in addition to growth in the basic market demand. Revenue totaled $38.8 million in the quarter versus $31.7 million last year, and $77.5 million for the first half versus $63.7 million in the comparable period last year. Global Payment Systems. Revenue for the periods include historic network services, new services of deployment revenue and back office services, including the impact of the purchase of a portion of Electronic Data Systems Corporation's ("EDS") card processing business and a joint marketing and service alliance with EDS in the third quarter fiscal 1997. The second quarter revenue totaled $39.8 million versus $35.4 million last year. For the first six months, revenue was $80.2 million versus $71.7 million. Costs and Expenses The following table represents the primary components of cost of service as a percentage of total revenue for the periods ending November 30: Second Quarter Six Months -------------- ------------- 1997 1996 1997 1996 ---- ---- ---- ---- Cost of Service: Operations 38% 37% 39% 37% Depreciation and Amortization 7% 7% 7% 7% Hardware Sales 3% 4% 2% 4% ---- ---- ---- ---- 48% 48% 48% 48% ==== ==== ==== ==== Total cost of service as a percentage of revenue remained constant at 48% for both the second quarter and first six months of fiscal 1998 and 1997. Cost of operations increased $7.4 million (19%) in the second quarter of fiscal 1998 and increased $18.3 million (20%) in the first half of fiscal 1998, when compared to the same periods last year. These increases were primarily a result of increased operating costs associated with the revenue growth and acquisitions. As a percentage of revenue, cost of operations was 38% for the second quarter of fiscal 1998, compared to 37% for the same period last year. For the first six months of fiscal 1998, as a percentage of revenue; cost of operation was 39% compared to 37% for the comparable period last year. The increase is attributable to the gross margins realized from the acquisitions completed after January 1, 1997. As a percentage of revenue, depreciation and amortization costs remained constant at 7% in both second quarter and six-month periods of fiscal 1998 and 1997. Depreciation and amortization expense increased $1.4 million (20%) during the second quarter and $2.5 million (18%) during the first half of fiscal 1998 as a result of acquisitions accounted for as purchase transactions completed during fiscal 1997. As a percentage of revenue, hardware costs remained constant at 3% in both the second quarter periods. However, in the first half, hardware costs as a percentage of revenue was 2% for fiscal 1998 compared to 4% for fiscal 1997. This decrease also reflects a shift away from one-time sales activity to increasing the recurring revenue base. Hardware sales costs decreased $0.3 million (8%) during the second quarter and $3.3 million (41%) during the first half of fiscal 1998. As a percentage of revenue, sales, general and administrative ("SG&A") expense decreased to 35% for the second quarter and first six months of fiscal 1998 from 37% for both periods in fiscal 1997. SG&A expenses decreased as a percentage of revenue since revenues grew at a faster rate than these expenses. SG&A expenses increased $4.0 million (11%) for the second quarter of fiscal 1998 and $7.3 (10%) for the first half of fiscal 1998 as compared to the same periods of fiscal 1997. These increases were primarily due to expenses associated with investments made in product development and distribution channel expansion for future revenue growth. In addition, the Company realized higher SG&A expense ratios in acquired businesses. EBITDA Earnings before interest, taxes, depreciation and amortization ("EBITDA") were $30.5 million for the second quarter of fiscal 1998 and $23.8 million for the same quarter of fiscal 1997, a 28% gain. As a percentage of revenue, EBITDA was 25% in the second quarter of fiscal 1998 versus 23% for the same period in fiscal 1997. EBITDA was $60.2 million for the first six months of fiscal 1998 and $45.0 million for the same period of fiscal 1997, a 34% gain. The Company's 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 form of measurement and provides a comparable operating income measure, excluding the impact of the amortization of acquired intangibles and potential timing differences associated with capital expenditures and the related depreciation charges. Operating Income Operating income increased 33%, from $15.6 million to $20.8 million, in the second quarter of fiscal 1998. As a percentage of revenue, operating income increased to 17.4% in the second quarter of fiscal 1998 from 15.2% in the same quarter last year. Operating income increased 37%, from $29.6 million to $40.5 million, in the first six months of fiscal 1998. As a percentage of revenue, operating income increased to 16.9% in the first six months of fiscal 1998 from 14.5% in the same period last year. Liquidity and Capital Resources Cash flow from operations provides the Company with a significant source of liquidity to meet its needs. At November 30, 1997, the Company and its subsidiaries had cash and cash equivalents totaling $22.2 million. Cash provided by operations, before changes in working capital, was $44.0 million for the first six months of fiscal 1998, an increase of $9.1 million (26%) compared to the same period in the prior year. This difference is primarily driven by the increase in depreciation and amortization resulting from the fiscal 1997 acquisition activities and higher net income for the first six months of fiscal 1998. However, net cash provided by operating activities decreased 28% to $27.2 million for the first six months of fiscal 1998, from $37.6 million in the same period in fiscal 1997. Cash was required in the first six month of fiscal 1998 to fund net changes in working capital of $16.8 million, compared to cash provided by net changes in working capital of $2.7 million for the same period of fiscal 1997. The change in working capital resulted primarily from changes in net merchant processing funds and the timing and payments on accounts payable and accrued liabilities. The changes in net merchant processing working capital reflect normal fluctuations in the timing of credit card sales processed. The changes due to accounts payable and accrued liabilities primarily relate to the timing of payroll and related liabilities and amounts expended in connection with the restructuring accrual established in fiscal 1996. For the first six months of fiscal 1998, cash used in investing activities decreased to $18.0 million, compared to $56.1 million in the same period of fiscal 1997. Capital expenditures increased 16% during the first six months of fiscal 1998, as the Company continues to invest in capital programs related to growth in the business and acceleration of certain strategic initiatives. Also during the first quarter of fiscal 1998, the Company completed the acquisition of two United Kingdom-based pharmacy systems companies. During the first six months of fiscal 1997, the Company expended $48.0 million on acquisition activities, primarily the Equifax Healthcare EDI Services, Inc. acquisition completed on October 1, 1996. As indicated in Note 4 to the Unaudited Condensed Consolidated Financial Statements, the Company completed two purchase acquisitions and one merger accounted as a pooling transaction in December 1997. The Company has financed its acquisition program through cash flows from operations, equity, debt offerings and the exchange of shares. Net cash used in financing activities was $6.2 million for the fist six months of fiscal 1998. Net cash provided by financing activities for the same period in fiscal 1997 was $104.2 million. During the first six months of fiscal 1997, the Company paid the full balance of $30.0 million on its line of credit, and completed an issuance of long-term convertible public debt, providing net proceeds of $139.7 million. The Company has an unsecured $125.0 million revolving line of credit facility which expires in December 2002. As of November 30, 1997, there were no amounts outstanding under the facility. However, during December 1997, the Company borrowed $62.0 million to finance the acquisitions and related costs discussed in Note 4 to the Unaudited Condensed Consolidated Financial Statements. 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, equity or otherwise, as appropriate. Forward-Looking Information When used in this report, press releases and elsewhere by management or the Company from time to time, the words "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements concerning the Company's operations, economic performance and financial condition, including in particular, the likelihood of the Company's success in developing and expanding its business. These statements are based on a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, and reflect future business decisions which are subject to change. A variety of factors could cause actual results to differ materially from those anticipated in the Company's forward-looking statements, some of which include competition in the market for the Company's services, continued expansion of the Company's processing and payment systems markets, successfully completing and integrating acquisitions in existing and new markets and other risk factors that are discussed from time to time in the Company's Securities and Exchange Commission ("SEC") reports and other filings. 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 obligations to publicly release the results of any revisions to these 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. Part II ITEM 1 - PENDING 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 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 23, 1997. At the annual meeting, the stockholders of the Company approved the following items: 1. Election of two directors in Class II, Edward L. Barlow and Neil Williams, to serve until the annual meeting of stockholders in 2000, or until their successors are duly elected and qualified; 2. Adoption of the Company's 1997 Stock Option Plan. 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: None 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, 1998 By: /s/ Robert L. Walker _______________ ________________________ Robert L. Walker Chief Financial Officer EX-27 2
5 1,000 6-MOS MAY-31-1998 JUN-01-1997 NOV-30-1997 22,231 0 88,696 2,524 2,082 124,725 132,274 81,165 536,822 60,953 151,654 0 0 3,349 295,599 536,822 240,137 240,137 116,326 199,661 0 0 4,484 35,624 13,537 22,087 0 0 0 22,087 0.79 0.79
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