-----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, D68IqF4eH030Cz64HrMo+CFItOfB5hyU3+yc9DTmpEr3ecn/G9BDEiB6h5SxRH9r OnoGa/qkujLTI++8mgI2Xg== 0000931763-00-002760.txt : 20001222 0000931763-00-002760.hdr.sgml : 20001222 ACCESSION NUMBER: 0000931763-00-002760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001220 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12392 FILM NUMBER: 792756 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 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): December 20, 2000 ----------------- Commission File No. 001-12392 --------- NATIONAL DATA CORPORATION ------------------------- (Exact name of registrant as specified in charter) DELAWARE 59-0977458 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 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) Item 5. Other Events ------------ On December 20, 2000, National Data Corporation issued a press release which is filed herewith as Exhibit 99.1 and incorporated in this Item 5 by this reference. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) 99.1 Press Release dated December 20, 2000. 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 hereunto duly authorized. NATIONAL DATA CORPORATION ------------------------- (Registrant) By: /s/ David H. Shenk ------------------------- David H. Shenk Interim Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer) Date: December 20, 2000 EX-99.1 2 0002.txt PRESS RELEASE Contact: Betty Feezor Phone: 404-728-2363 For Immediate Release --------------------- NDC ANNOUNCES SECOND QUARTER RESULTS ATLANTA, December 20, 2000 --- National Data Corporation (NDC: NYSE) today announced results for the second quarter of fiscal year 2001 ended November 30, 2000. Earnings per share was $.50 basic and $.48 per fully diluted share, prior to the effect of accounting for the spin-off of Global Payments and certain one time items. This compares to earnings of $.45 basic and $.44 per fully diluted share in the second quarter last year. Revenue for the period, net of operations divested in the last year, was $165.2 million. The comparable figure for last year's second quarter was $152.9 million. Revenue, including divested operations, was $166.3 million compared with $169.2 million last year. Revenue, net of divested operations, for NDC Health was $83.4 million compared to $71.2 million last year. Global Payments' comparable revenue was $81.8 million versus $81.7 million last year. Cash earnings, as reflected by EBITDA, was at an annualized rate of $178.0 million for the second quarter compared to $166.4 million annualized rate in last year's second quarter. This amounts to $5.41 per basic share. EBITDA margin in the quarter increased to 26.8% from 24.6% last year. Operating income for the period was $30.9 million versus $28.5 million in the previous year, with margins increasing to 18.6% from 16.8%. These results are shown on page 1 of the attachment. GAAP reporting for the quarter reflects accepted accounting practices that call for showing Global Payments as a discontinued operation, as well as including one time spin-off and restructuring costs at this time. The restructuring charges were identified publicly 12 months ago and are $2.2 million. Including these transactions, GAAP fully diluted earnings totaled $.19 per share versus a loss of ($.46) in last year's second quarter. The resulting figures are for the remaining Healthcare business. These are shown on page 2 for the second quarter and page 3 for year to date GAAP reporting. For Global Payments, second quarter revenue including divested operations was $82.6 million; operating income was $16.0 million; net income was $8.4 million and basic earnings per share was $.26. The balance sheet is strong and reflects reductions in accounts receivable days sales outstanding from 52 days on May 31, 2000 to 48 days currently. Bank debt has been reduced by 17% over the same period. On a year-to-date basis, cash flow from operations was $72.3 million. The company made significant progress during the quarter on the planned spin-off of its Global Payments subsidiary. A private letter ruling confirming the tax free nature of the transaction has been received from the Internal Revenue Service. All intercompany operating and service arrangements are complete and in effect. All executive positions have been filled for both companies. The remaining open item is completion of the registration process with the Securities and Exchange Commission for Global's securities. Global's Form 10 filing was recently amended to reflect the planned acquisition of Canadian Imperial Bank of Commerce's merchant acquiring business and the formation of a ten year marketing alliance announced on November 9, 2000. "The second quarter results were very good from several standpoints," said Robert A. Yellowlees, National Data Corporation Chairman and Chief Executive Officer. " First, revenue growth indicators in key business areas, cash earnings levels and margin expansion show positive signs. Second, the major strategic repositioning and consolidation was completed in the quarter. Finally, we completed all of the planning and operational tasks necessary for the new two company environment. "In the last five fiscal years we have had compound annual growth rates of 20% in revenue, 25% in EBITDA, 31% in operating income and 19% in cash flow from operations. "Since 1995 we have created two businesses that are both significantly larger than our original business was five years ago. Two businesses with broader product lines and more diverse distribution channels. They have stronger business models which generate greater cash earnings. And their breadth of talented people and management has continued to expand. "Now we are fully prepared for the pending spin off of Global Payments. It will provide our shareholders with two excellent franchises in very attractive markets. The businesses are well positioned to take advantage of the opportunities that the markets afford - with strong management and excellent leaders in Paul Garcia and Walter Hoff." National Data Corporation is a leading provider of electronic commerce solutions and health information services that add value to its customers' operations. When used in this report, press releases, and elsewhere by management of National Data Corporation, 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 Company's ability to realize the benefits of the change in our business, the write-offs, and the charges, including growth in revenue and earnings. 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 product and service offerings, product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, development difficulties, the ability to consummate and integrate acquisitions, 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. ### Consolidated Results, net of one time charges UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (ADJUSTED) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - ----------------------------------------------------------------------------------------------------- Three Months Ended November 30, ----------------------------------------------------- 2000 1999 ------------------------ ------------------------ Revenues (excluding divested businesses) $165,206 $152,866 Revenues (divested businesses) 1,090 16,335 ------------------------ ------------------------ Revenues (total) 166,296 169,201 - ----------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 82,136 85,169 Sales, general and administrative 53,253 55,579 ----------------------------------------------------- 135,389 140,748 ----------------------------------------------------- Operating income 30,907 28,453 - ----------------------------------------------------------------------------------------------------- EBITDA 44,505 41,595 Other income (expense): Interest and other income 543 427 Interest and other expense (3,276) (3,402) Minority interest in earnings (1,350) (923) ----------------------------------------------------- (4,083) (3,898) ----------------------------------------------------- Income before income taxes 26,824 24,555 Provision for income taxes 10,327 9,454 - ----------------------------------------------------------------------------------------------------- Net income $ 16,497 $ 15,101 ----------------------------------------------------- Basic earnings per share: Basic earnings per share $0.50 $0.45 ----------------------------------------------------- Diluted earnings per share: Diluted earnings per share $0.48 $0.44 -----------------------------------------------------
Press Release Page 1 GAAP Reporting: Includes divested businesses and one time charges UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - ------------------------------------------------------------------------------------------------------------------------------------ Three Months Ended November 30, ------------------------------------------------------- 2000 1999 ------------------------- ------------------------- Revenues $83,666 $ 85,027 - --------------------------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 49,349 53,950 Sales, general and administrative 19,381 29,014 Restructuring and impairment charges 2,156 34,393 ------------------------------------------------------- 70,886 117,357 ------------------------------------------------------- Operating income (loss) 12,780 (32,330) - --------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest and other income 13 2,361 Interest and other expense (1,794) (1,745) ------------------------------------------------------- (1,781) 616 ------------------------------------------------------- Income (loss) before income taxes and discontinued operations 10,999 (31,714) Provision (benefit) for income taxes 4,310 (10,546) - --------------------------------------------------------------------------------------------------------------------- Income (loss) before discontinued operations 6,689 (21,168) Discontinued operations - PHSS, net of tax - (2,323) Discontinued operations - Global Payments Inc., net of tax 8,407 8,023 Discontinued operations - Spin-off Special Charge, net of tax (8,733) - - --------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 6,363 $(15,468) ------------------------------------------------------- Basic earnings per share: Income (loss) before discontinued operations $ 0.20 $ (0.63) ------------------------------------------------------ Discontinued operations - PHSS $ - $ (0.07) Discontinued operations - Global Payments Inc. $ 0.26 $ 0.24 Discontinued operations - Spin-off Special Charge $ (0.27) $ - ------------------------------------------------------- Basic earnings (loss) per share $ 0.19 $ (0.46) ------------------------------------------------------ Diluted earnings (loss) per share: Income (loss) before discontinued operations $ 0.20 $ (0.63) ------------------------------------------------------ Discontinued operations - PHSS $ - $ (0.07) Discontinued operations - Global Payments Inc. $ 0.25 $ 0.24 Discontinued operations - Spin-off Special Charge $ (0.27) $ - ------------------------------------------------------- Diluted earnings (loss) per share $ 0.19 $ (0.46) ------------------------------------------------------
Press Release Page 2 GAAP Reporting: Includes divested businesses and one time charges UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended November 30, ------------------------------------------------------ 2000 1999 ------------------------- ------------------------ Revenues $169,540 $170,747 - ----------------------------------------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 99,871 104,693 Sales, general and administrative 40,546 48,168 Restructuring and impairment charges 2,156 34,393 ------------------------------------------------------ 142,573 187,254 ------------------------------------------------------ Operating income (loss) 26,967 (16,507) - ----------------------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest and other income 30 3,742 Interest and other expense (3,753) (3,299) ------------------------------------------------------ (3,723) 443 ------------------------------------------------------ Income (loss) before income taxes and discontinued operations 23,244 (16,064) Provision (benefit) for income taxes 9,024 (4,529) - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before discontinued operations 14,220 (11,535) Discontinued operations - PHSS, net of tax - (18,223) Discontinued operations - Global Payments Inc., net of tax 17,056 19,227 Discontinued operations - Spin-off Special Charge, net of tax (8,733) - - ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 22,543 $(10,531) ------------------------------------------------------ Basic earnings per share: Income (loss) before discontinued operations $ 0.43 $ (0.35) ------------------------------------------------------ Discontinued operations - PHSS $ - $ (0.55) Discontinued operations - Global Payments Inc. $ 0.52 $ 0.58 Discontinued operations - Spin-off Special Charge $ (0.27) $ - ----------------------------------------------------- Basic earnings (loss) per share $ 0.69 $ (0.32) ------------------------------------------------------ Diluted earnings (loss) per share: Income (loss) before discontinued operations $ 0.42 $ (0.35) ------------------------------------------------------ Discontinued operations - PHSS $ - $ (0.55) Discontinued operations - Global Payments Inc. $ 0.51 $ 0.55 Discontinued operations - Spin-off Special Charge $ (0.27) $ - ----------------------------------------------------- Diluted earnings (loss) per share $ 0.67 $ (0.32) ----------------------------------------------------- Press Release Page 3
UNAUDITED CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data) - ---------------------------------------------------------------------------------------------------------------------------------- November 30, May 31, 2000 2000 ------------------ ------------------ ASSETS Current assets: Cash and cash equivalents $ 7,286 $ 1,789 Accounts receivable 61,648 73,025 Allowance for doubtful accounts (6,243) (7,316) ------------------ ------------------ Accounts receivable, net 55,405 65,709 ------------------ ------------------ Income tax receivable 28,867 1,962 Deferred income taxes 298 20,097 Prepaid expenses and other current assets 17,275 13,857 ------------------ ------------------ Total current assets 109,131 103,414 ------------------ ------------------ Property and equipment, net 79,130 69,265 Intangible assets, net 217,275 214,800 Deferred income taxes 15,565 32,247 Investments 36,322 5,948 Other 9,539 4,346 Net assets of discontinued operations 205,702 220,312 ------------------ ------------------ Total Assets $672,664 $650,332 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ 57,000 $ 68,500 Current portion of long-term debt 164 159 Obligations under capital leases 5,362 5,803 Accounts payable and accrued liabilities 57,183 55,082 Accrued spinoff related liabilities 10,819 - Deferred income 23,899 23,319 ------------------ ------------------ Total current liabilities 154,427 152,863 ------------------ ------------------ Long-term debt 152,425 152,495 Obligations under capital leases 1,607 1,793 Other long-term liabilities 15,016 13,045 ------------------ ------------------ Total liabilities 323,475 320,196 ------------------ ------------------ 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; 200,000,000 shares authorized; 33,953,008 shares issued 4,244 4,244 Capital in excess of par value 348,174 349,387 Treasury stock, at cost, 1,019,859 and 1,211,880 shares, respectively (26,897) (31,960) Retained earnings 38,375 20,763 Deferred compensation (6,798) (7,332) Unrealized holding loss (4,264) (1,727) Cumulative translation adjustment (3,645) (3,239) ------------------ ------------------ Total shareholders' equity 349,189 330,136 ------------------ ------------------ Total Liabilities and Shareholders' Equity $672,664 $650,332 ================== ================== Press Release Page 4
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