-----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, A5iE+WrxlAB9lhKp0mtQM4JaPUWFmi7/AHgnwLqMvqI3o8qh6NpNQyM27+o6Ftvn o418iVjH00cvZtdpd7shdw== 0000931763-01-500009.txt : 20010322 0000931763-01-500009.hdr.sgml : 20010322 ACCESSION NUMBER: 0000931763-01-500009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20010321 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010321 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: 1574507 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 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2001 -------------- Commission File No. 001-12392 --------- NATIONAL DATA CORPORATION ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 58-0977458 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation) 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 -------------- N/A --- (Former name, former address and former fiscal year, if changed since last year) Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 99.1 (a) Press Release dated March 21, 2001 (b) Schedules: 1) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for the third quarter ended February 28, 2001 and February 29, 2000, 2) National Data Corporation (unaudited) Consolidated Statements of Income (GAAP) for the third quarter ended February 28, 2001 and February 29, 2000, 3) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for the nine month periods ended February 28, 2001 and February 29, 2000, 4) National Data Corporation (unaudited) Consolidated Statements of Income (Loss) (GAAP) for the nine month periods ended February 28, 2001 and February 29, 2000, 5) National Data Corporation (unaudited) Consolidated Balance Sheets for February 28, 2001 and May 31, 2000, 6) National Data Corporation (unaudited) Consolidated Statement of Cash Flows for the nine months ended February 28, 2001, 7) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for fiscal 1999 and 2000 (by quarter) and the first, second and third quarters of fiscal 2001. (Normalized for certain items discussed below), and 8) National Data Corporation (unaudited) Consolidated Statements of Income or (Loss) for fiscal 1999 and 2000 (by quarter) and the first, second and third quarters of fiscal 2001. Item 9. Regulation FD Disclosure ------------------------ On March 21, 2001, National Data Corporation issued a press release which is filed herewith as Exhibit 99.1 (a) and (b) 1, 2, 3, 4, 5 and 6 and incorporated in this Item 9 by this reference. General - ------- On January 31, 2001, National Data Corporation completed the spin-off of our Global Payments Inc. subsidiary. As an indication of the historical performance of the continuing NDCHealth business, in Exhibit 99.1 (b) 7 to this report, we have provided certain financial information regarding NDCHealth, the stand-alone healthcare information business segment that remains after the spin-off of Global Payments Inc. These stand alone NDCHealth 1 consolidated income statements for fiscal 1999 and 2000 and the first, second and third quarters of fiscal 2001 have been "normalized" by adjusting for the following: a) Discontinued operations, net of tax, for all periods (discussed below), b) Restructuring and impairment charges in the amount of $34.4 million and $2.2 million previously recorded in the second quarter of fiscal 2000 and the second quarter of fiscal 2001, respectively (discussed below), c) Unusual expenses in the amount of $11.1 million also previously recorded in the second quarter of fiscal 2000 (discussed below), d) Other income related to the gain from sale of marketable securities in the amount of $1.6 million previously recorded in the first quarter of fiscal 2000, e) Other income related to the gain on the divestiture of a business in the amount of $2.3 million previously recorded in the second quarter of fiscal 2000, f) Other expense related to the non-cash loss recorded to mark to market the Medicalogic/Medscape, Inc. investment in the amount of $9.7 million previously recorded in the fourth quarter of fiscal 2000, and g) Revenue and operating expenses related to divested businesses, as follows: 1) Fiscal 1999: Revenue $68.2 million; and Operating Expenses $61.2 million 2) Fiscal 2000: Revenue $56.4 million; Operating Expenses $57.2 million; and Other Income $0.7 million. 3) Quarter ended August 31, 2000: Revenue $5.6 million; and Operating expenses $5.3 million. 4) Quarter ended November 30, 2000: Revenue $0.2 million; and Operating expenses $0.2 million. 5) Quarter ended February 28, 2001: No adjustments were made. h) Incremental Sales, General and Administrative expenses associated with being a separate public company of approximately $2.3 million have been added to fiscal 1999 and 2000. These expenses are estimates for the additional functionality needed for corporate activities such as legal, financial, human resources, communication and similar functions. In addition to the stand alone NDCHealth (Normalized) consolidated income statements described above, Exhibit 99.1 (b) 8 presents the National Data Corporation (GAAP) consolidated income statement for fiscal 1999 and 2000 and the first, second and third quarters of fiscal 2001. The Global Payments data, along with data from other businesses discontinued by NDCHealth as described below, is recorded as discontinued operations in Exhibits 99.1 (b) 2, 4, 5, 6 and 8. Operating costs and expenses in these income statements reflect direct charges of the business together with certain allocations by NDC for corporate services and other shared services that have been charged to the NDCHealth business on a reasonable and consistent basis. Except for the adjustments (estimated incremental Sales, General and Administrative expenses associated with being a separate public company) described above, these allocations approximate all material incremental costs management believes would have been incurred had we been operating on a stand-alone basis. 2 NDC corporate interest expense has been allocated to NDCHealth based on the corporate debt allocations to NDCHealth and Global Payments at the spin-off date. The approach taken was to allocate the anticipated portion of the NDC consolidated group's debt and interest expense for all historical periods presented. This treatment records the current proposed debt allocation percentage for all historical periods presented. The total convertible debt remains with NDCHealth. The allocated debt amount was less than this total convertible debt; therefore, Global Payments Inc. had a liability to NDCHealth for its net portion of the outstanding debt. As of January 31, 2001, this net amount due from Global Payments Inc. to NDCHealth was $77.6 million. At the date of the spin-off and shortly thereafter, Global Payments Inc. made net cash payments to NDCHealth equal to $77.6 million. Financial Results During the last 24 months, NDCHealth completed a significant strategy review and implemented a plan to focus on its core products and services. As a result, the last two years represented a major transition period for NDCHealth. As a part of that plan, NDCHealth determined to divest its PHSS (Physician and Hospital Support Services) businesses in the third quarter of fiscal 2000. The sale of these PHSS units as well as our related health management services businesses was completed in the first quarter of fiscal 2001. The PHSS portion of these businesses is accounted for as discontinued operations in accordance with Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations" and prior periods have also been restated to reflect this treatment. During the last year NDCHealth has also divested other non-core products and services. The financial results for the first nine months of fiscal 2001 include $4.4 million of corporate and division overhead previously allocated to these divested businesses. In addition to these divestitures, other actions were initiated by management as a part of the strategic review, including acceleration of clearing house integration, consolidation of locations, associated staff and expense reductions, and elimination of obsolete and redundant product and service offerings. Total charges related to restructuring and asset impairment were $34.4 million during fiscal 2000. During the second quarter of fiscal 2000, management also evaluated certain significant business risks related to recent acquisitions and those locations that were closed as part of the strategic review, including bankrupt accounts and customer disputes. As a result of this review, unusual expenses were recorded in the second quarter of fiscal 2000 as follows: accounts receivable write-off of $8.0 million; bad debt allowance increases of $2.0 million; litigation settlement expenses of $1.3 million; and write-off of $0.8 million of prepaid expenses and recording of $1.2 million of accrued expenses. Approximately $2.2 million of these unusual expenses were related to the PHSS operation and are reflected in the results of the discontinued operations. Accordingly, the results of fiscal 2000 include approximately $45.5 million of charges related to restructuring and asset impairment ($34.4 million) and other unusual expenses ($11.1 million). 3 At the end of the second quarter of fiscal 2000, we disclosed that we would have additional restructuring and other unusual charges of up to $10 million in the next twelve months. In the second quarter of fiscal 2001, both our Salt Lake City and Cleveland operations were closed. We also wrote down and divested a managed care operation. Therefore, in the second quarter of fiscal 2001, $2.2 million of restructuring and impairment charges are reflected. These actions essentially complete all of the programs identified in our strategic review. The financial results for the first half of fiscal 2001 also include $0.9 million of transition expenses related to the spin-off. We had previously provided guidance for our outlook for the second half of 2001. At the end of the first half, our expectation was that revenue for the full year would be $330-335 million resulting in basic earnings per share of $1.00 plus or minus 2% on a normalized basis. We had also disclosed that we expected dilution from options of about 3 cents for the year. Including the strong revenue recorded in the third quarter, we now expect that revenue for the year will now be in the range of $335 to $340 million. Our outlook for basic earnings per share is still $1.00 plus or minus 2%, with dilution of $0.03, as we continue to make investments in future growth. At this time, we are also reiterating our previously provided guidance of revenue and earnings growth in the low double digits for next year, with earnings growing faster than revenue. Preliminary Interpretation of the FASB's current exposure draft on "Business - ---------------------------------------------------------------------------- Combinations and Intangible Assets - Amortization of Goodwill" - -------------------------------------------------------------- The FASB recently issued an exposure draft on "Business Combinations and Intangibles Assets - Amortization of Goodwill" which deals with, among other things, proposed changes in amortization of goodwill. Total amortization for the third quarter was $4.1 million. Of this $4.1 million, we estimate that $2.7 million of amortization related to acquisition goodwill would not have been recorded in the third quarter if this proposed standard were applied. Based on our preliminary interpretation of this exposure draft, adjusting for the impact of goodwill that would no longer be amortized ($0.05) and the resulting applicable tax adjustments ($0.01), the approximate increase in diluted earnings per share would have been $0.06 per share for the third quarter. As a result of the adjustments and the other principles and assumptions discussed above, which are the basis of our presentation of the financial schedules filed in Exhibit 99.1 (b) 1, 3 and 7, please note that these financial schedules do not reflect our historical financial statements. When used in this report, and the exhibits hereto, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions and statements that are necessarily dependent on future events are intended to identify forward-looking statements concerning the Company's business operations, economic performance and financial condition, including in particular, the Company's business strategy and means to implement the strategy, the Company's objectives, the amount of future capital expenditures, the likelihood of the Company's success in developing and introducing new products and expanding its business, and the timing of the introduction of new and modified products or services. For such statements, the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 is applicable and invoked. Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies that are subject to change. Actual revenues, revenue growth and margins will be dependent upon all such factors and results subject to risks related to the implementation of changes by the Company, the failure to implement changes, customer acceptance of such changes or lack of change. Actual results of events could differ materially from those anticipated in the Company's forward-looking statements as a result of a variety of factors, including: (a) those set forth in Exhibit 99.1 to the Registrant's Annual Report on Form 10-K for the period ended May 31, 2000 which are incorporated herein by this reference; (b) those set forth elsewhere herein; (c) those set forth from time to time in the Company's press releases and reports and other filings made with the Securities and Exchange Commission; and (d) those set forth from time to time in the Company's analyst calls and discussions. The Company cautions that such factors are not exclusive. Consequently, all of the forward-looking statements made herein are qualified by these cautionary statements and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking or other statements or to publicly release the results of any revisions of such forward-looking statements that may be made to reflect events or circumstances after the date hereof, or thereof, as the case may be, or to reflect the occurrence of unanticipated events. 4 SIGNATURE --------- 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 Corporate Controller (Chief Accounting Officer) Date: March 21, 2001 5 EX-99.1A 2 dex991a.txt PRESS RELEASE Exhibit 99.1 (a) NDCHealth ANNOUNCES THIRD QUARTER RESULTS ATLANTA, March 21, 2001 --- NDCHealth (NYSE: NDC) announced today financial results for its third fiscal quarter ended February 28, 2001. For the quarter, revenue was $88.2 million compared to prior year revenue of $71.7 million. Net income of $8.6 million and basic earnings per share of $0.26 compare to net income of $7.0 million and basic earnings per share of $0.21 last year. Diluted earnings per share was $0.25 compared to $0.21. These results are presented on a normalized basis to display results from ongoing operations. The normalized results exclude divested businesses and eliminate certain one-time and non-recurring items that occurred in the prior year and the first half of fiscal 2001. For the nine months ended February 28, 2001, on a normalized basis, revenue was $251.9 million compared to $214.1 million for the comparable period in 2000. Net income of $24.1 million and basic earnings per share of $0.73 compare to $23.1 million and $0.69, respectively, for the prior period. Diluted earnings per share was $0.71 compared to $0.67. GAAP reporting reflects actions undertaken in fiscal 2000 and in the first half of fiscal 2001 to restructure the health business, including the spin off of Global Payments Inc. On a GAAP basis, diluted earnings per share for the quarter was $0.25 compared to $0.04 in the prior year. For the nine month period, diluted earnings per share on a GAAP basis was $0.92 compared to a loss of $0.28 in the prior year. NDCHealth continues to be a strong generator of cash. EBITDA for the quarter was $23.9 million or $2.90 per share on an annualized basis. Based on a preliminary interpretation of the FASB's current exposure draft on "Business Combinations and Intangible Assets --- Amortization of Goodwill", diluted earnings per share for the third quarter would be increased by $0.06 to $0.31 if this proposed standard were applied. In commenting on third quarter results, chief executive officer Walter Hoff said, "We are now operating as a stand alone health information company with our restructuring activities behind us. Our total revenue grew by 23% this quarter, as compared to the prior year period, indicating strength and stability in both parts of our business. Network Services and Systems growth is attributable to network transaction volume growth year over year of more than 20% and the impact of an acquisition. The revenue growth in Information Management reflects strong product demand from pharmacies and pharmaceutical manufacturers, offset in part by the continuing impact of consolidation among some of our pharmaceutical customers. "Our strong franchise and sound financial structure coupled with a seasoned management team should continue to provide the platform for growth in revenue and earnings in the future." NDCHealth is a leading provider of health information services that add value to pharmacy, hospital, physician, pharmaceutical and payer businesses. This document may contain forward-looking statements concerning the Company's operations, current and future performance and financial condition. These items involve risks and uncertainties such as product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, development difficulties, the ability to consummate and integrate acquisitions, and other risks detailed in the Company's SEC filings, including the most recent Form 10-K. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events. #### EX-99.1B1 3 dex991b1.txt THIRD QTR NORMALIZED RESULTS Exhibit 99.1(b)1 Q3 NORMALIZED RESULTS UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - --------------------------------------------------------------------------------------------------------------------- Three Months Ended February 28/29, -------------------------------------------------------------- 2001 2000 -------------------------------------------------------------- Revenues: Information management $37,195 $33,746 Network services and systems 51,037 37,957 -------------------------------------------------------------- 88,232 71,703 - --------------------------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 45,718 35,081 Sales, general and administrative 18,653 17,161 Depreciation and amortization 8,686 6,375 -------------------------------------------------------------- 73,057 58,617 -------------------------------------------------------------- Operating income 15,175 13,086 - --------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest and other income 101 88 Interest and other expense (2,054) (1,727) Minority interest in earnings 841 - -------------------------------------------------------------- (1,112) (1,639) -------------------------------------------------------------- Income before income taxes 14,063 11,447 Provision for income taxes 5,414 4,407 - --------------------------------------------------------------------------------------------------------------------- Net income $ 8,649 $ 7,040 -------------------------------------------------------------- Basic earnings per share $ 0.26 $ 0.21 ============================================================== Diluted earnings per share $ 0.25 $ 0.21 ============================================================== Basic shares 32,992 32,920 ============================================================== Diluted shares 34,348 33,810 ============================================================== Press Release Attachment Page 1
EX-99.1B2 4 dex991b2.txt THIRD QUARTER GAAP RESULTS Exhibit 99.1(b)2 Q3 GAAP RESULTS UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - --------------------------------------------------------------------------------------------------------------------------- Three Months Ended February 28/29, --------------------------------------------------------------- 2001 2000 --------------------------------------------------------------- Revenues: Information management $37,195 $33,746 Network services and systems 51,037 37,957 Divested businesses - 14,165 --------------------------------------------------------------- 88,232 85,868 - -------------------------------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 45,718 44,893 Sales, general and administrative 18,653 19,654 Depreciation and amortization 8,686 6,990 Restructuring and impairment charges - - 73,057 71,537 --------------------------------------------------------------- Operating income 15,175 14,331 - -------------------------------------------------------------------------------------------------------------------------- Other income (expense): Interest and other income 101 88 Interest and other expense (2,054) (1,727) Minority interest in earnings 841 - --------------------------------------------------------------- (1,112) (1,639) --------------------------------------------------------------- Income before income taxes and discontinued operations 14,063 12,692 Provision for income taxes 5,414 4,882 - -------------------------------------------------------------------------------------------------------------------------- Income before discontinued operations 8,649 7,810 Discontinued operations - (6,616) --------------------------------------------------------------- Net income $ 8,649 $ 1,194 --------------------------------------------------------------- Basic earnings per share: Income before discontinued operations $ 0.26 $ 0.24 --------------------------------------------------------------- Discontinued operations $ - $ (0.20) --------------------------------------------------------------- Basic earnings per share $ 0.26 $ 0.04 --------------------------------------------------------------- Diluted earnings per share: Income before discontinued operations $ 0.25 $ 0.23 --------------------------------------------------------------- Discontinued operations $ - $ (0.20) --------------------------------------------------------------- Diluted earnings per share $ 0.25 $ 0.04 --------------------------------------------------------------- Basic shares 32,992 32,920 =============================================================== Diluted shares 34,348 33,810 =============================================================== Press Release Attachment Page 2
EX-99.1B3 5 dex991b3.txt YTD NORMALIZED RESULTS Exhibit 99.1(b) 3 YEAR TO DATE NORMALIZED RESULTS UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - -------------------------------------------------------------------------------------------------------------- Nine Months Ended February 28/29, -------------------------------------------------------------- 2001 2000 -------------------------------------------------------------- Revenues: Information management $105,188 $101,777 Network services and systems 146,722 112,296 -------------------------------------------------------------- 251,910 214,073 - -------------------------------------------------------------------------------------------------------------- Operating expenses: Cost of service 125,701 104,506 Sales, general and administrative 56,882 45,872 Depreciation and amortization 25,313 21,106 -------------------------------------------------------------- 207,896 171,484 -------------------------------------------------------------- Operating income 44,014 42,589 - -------------------------------------------------------------------------------------------------------------- Other income (expense): Interest and other income 131 (65) Interest and other expense (5,690) (5,025) Minority interest in earnings 724 - -------------------------------------------------------------- (4,835) (5,090) -------------------------------------------------------------- Income before income taxes 39,179 37,499 Provision for income taxes 15,084 14,437 - -------------------------------------------------------------------------------------------------------------- Net income $ 24,095 $ 23,062 -------------------------------------------------------------- Basic earnings per share $ 0.73 $ 0.69 ============================================================== Diluted earnings per share $ 0.71 $ 0.67 ============================================================== Basic shares 32,879 33,392 ============================================================== Diluted shares 33,936 34,402 ============================================================== Press Release Attachment Page 3
EX-99.1B4 6 dex991b4.txt YTD GAAP RESULTS Exhibit 99.1(b) 4 YEAR TO DATE GAAP RESULTS UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - ------------------------------------------------------------------------------------------------------------------------------ Nine Months Ended February 28/29, -------------------------------------------------------------- 2001 2000 -------------------------------------------------------------- Revenues: Information management $105,188 $101,777 Network services and systems 146,722 112,296 Divested businesses 5,862 42,542 -------------------------------------------------------------- 257,772 256,615 - ------------------------------------------------------------------------------------------------------------------------------ Operating expenses: Cost of service 130,720 136,103 Sales, general and administrative 57,172 65,153 Depreciation and amortization 25,582 23,142 Restructuring and impairment charges 2,156 34,393 -------------------------------------------------------------- 215,630 258,791 -------------------------------------------------------------- Operating income (loss) 42,142 (2,176) - ------------------------------------------------------------------------------------------------------------------------------ Other income (expense): Interest and other income 131 3,830 Interest and other expense (5,690) (5,026) Minority interest in earnings 724 - -------------------------------------------------------------- (4,835) (1,196) -------------------------------------------------------------- Income (loss) before income taxes and discontinued operations 37,307 (3,372) Provision (benefit) for income taxes 14,438 353 - ------------------------------------------------------------------------------------------------------------------------------ Income (loss) before discontinued operations 22,869 (3,725) Discontinued operations 8,323 (5,612) - ------------------------------------------------------------------------------------------------------------------------------ Net income (loss) $ 31,192 $ (9,337) -------------------------------------------------------------- Basic earnings (loss) per share: Income (loss) before discontinued operations $ 0.70 $ (0.11) -------------------------------------------------------------- Discontinued operations $ 0.25 $ (0.17) -------------------------------------------------------------- Basic earnings (loss) per share $ 0.95 $ (0.28) -------------------------------------------------------------- Diluted earnings (loss) per share: Income (loss) before discontinued operations $ 0.67 $ (0.11) -------------------------------------------------------------- Discontinued operations $ 0.24 $ (0.17) -------------------------------------------------------------- Diluted earnings (loss) per share $ 0.92 $ (0.28) -------------------------------------------------------------- Basic shares 32,879 33,392 ============================================================== Diluted shares 33,936 33,392 ============================================================== Press Release Attachment Page 4
EX-99.1B5 7 dex991b5.txt CONSOLIDATED BALANCE SHEET - UNAUDITED Exhibit 99.1(b) 5 UNAUDITED CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data) - ----------------------------------------------------------------------------------------------------------------------- February 28, May 31, 2001 2000 ------------ --------- ASSETS Current assets: Cash and cash equivalents $ 26,051 $ 1,789 Accounts receivable 65,138 73,025 Allowance for doubtful accounts (6,908) (7,316) -------- -------- Accounts receivable, net 58,230 65,709 -------- -------- Income tax receivable 21,744 1,962 Deferred income taxes - 20,097 Prepaid expenses and other current assets 19,895 13,857 -------- -------- Total current assets 125,920 103,414 -------- -------- Property and equipment, net 80,313 69,265 Intangible assets, net 226,480 214,800 Deferred income taxes 16,327 32,247 Investments 36,449 5,948 Other 7,740 4,346 Net assets of discontinued operations - 220,312 -------- -------- Total Assets $493,229 $650,332 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ - $ 68,500 Current portion of long-term debt 168 159 Obligations under capital leases 4,118 5,803 Accounts payable and accrued liabilities 53,673 55,082 Accrued spinoff related liabilities 6,484 - Deferred income taxes 464 - Deferred income 20,208 23,319 -------- -------- Total current liabilities 85,115 152,863 -------- -------- Long-term debt 152,384 152,495 Obligations under capital leases 1,450 1,793 -------- -------- Other long-term liabilities 15,395 13,045 -------- -------- Total liabilities 254,344 320,196 -------- -------- Commitments and contingencies Minority interest in equity of subsidiaries 12,830 - 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; 33,827,690 and 33,953,008 shares issued, respectively 4,228 4,244 Capital in excess of par value 208,589 349,387 Treasury stock, at cost, 868,426 and 1,211,880 shares, respectively (22,903) (31,960) Retained earnings 44,546 20,763 Deferred compensation (2,626) (7,332) Unrealized holding loss (4,137) (1,727) Cumulative translation adjustment (1,642) (3,239) Total shareholders' equity 226,055 330,136 -------- -------- Total Liabilities and Shareholders' Equity $493,229 $650,332 ======== ======== Press Release Attachment Page 5
EX-99.1B6 8 dex991b6.txt STATEMENT OF CASH FLOWS Exhibit 99.1(b) 6 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands) - ---------------------------------------------------------------------------------------------------------------- Nine Months Ended February 28, 2001 --------------------------- Cash flows from operating activities: Net income $ 31,192 Adjustments to reconcile net income to cash provided by operating activities before changes in assets and liabilities: Non-cash restructuring and impairment charges 930 Income from discontinued operations (8,323) Depreciation and amortization 25,582 Deferred income taxes 36,017 Provision for bad debts 490 Other, net 718 Changes in assets and liabilities which provided (used) cash, net of the effects of acquisitions: Accounts receivable, net (481) Prepaid expenses and other assets (8,929) Accounts payable and accrued liabilities (6,643) Deferred income 760 Income taxes (15,720) -------- Net cash provided by operating activities 55,593 -------- Cash flows from investing activities: Capital expenditures (25,177) Business acquisitions, net of acquired cash (23,224) Business divestitures 20,000 Purchase of investment (18,092) -------- Net cash used in investing activities (46,493) -------- Cash flows from financing activities: Net repayments under lines of credit (68,500) Net principal payments under capital lease arrangements and other long-term debt (2,126) Net issuances related to stock activities 5,292 Dividends paid (7,409) -------- Net cash used in financing activities (72,743) -------- Net cash provided by discontinued operations 10,305 Cash dividend from Global Payments Inc. 77,600 -------- Increase in cash and cash equivalents 24,262 Cash and cash equivalents, beginning of period 1,789 -------- Cash and cash equivalents, end of period $ 26,051 ======== Press Release Attachment Page 6
EX-99.1B7 9 dex991b7.txt INCOME STATEMENT FOR NDC HEALTH NORMALIZED Exhibit 99.1(b) 7 Consolidated Statement of Income (Unaudited) Stand Alone NDC Health (Normalized)
(in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- FY99 FY 00 FY01 ---------- ---------------------------------------------- ------------------------- Total Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total Year Qtr 1 Qtr 2 Qtr 3 ---------- ----- ----- ----- ----- ---------- ----- ------ ------ Revenues: Information management $135,658 $32,410 $35,621 $33,746 $35,359 $137,136 $32,988 $35,005 $37,195 Network services and systems 135,135 38,749 35,590 37,957 39,848 152,144 47,257 48,428 51,037 -------- ------- ------- ------- ------- -------- ------- ------- ------- 270,793 71,159 71,211 71,703 75,207 289,280 80,245 83,433 88,232 -------- ------- ------- ------- ------- -------- ------- ------- ------- Cost of service 135,157 34,083 35,342 35,081 36,792 141,298 38,462 41,521 45,718 Sales, general and administrative 55,835 14,267 14,444 17,161 17,539 63,411 19,926 18,303 18,653 Depreciation and amortization 27,042 7,450 7,281 6,375 8,089 29,195 7,989 8,638 8,686 -------- ------- ------- ------- ------- -------- ------- ------- ------- 218,034 55,800 57,067 58,617 62,420 233,904 66,377 68,462 73,057 -------- ------- ------- ------- ------- -------- ------- ------- ------- Operating income 52,759 15,359 14,144 13,086 12,787 55,376 13,868 14,971 15,175 EBITDA 79,801 22,809 21,425 19,461 20,876 84,571 21,857 23,609 23,861 Other income/(expense) (6,383) (1,772) (1,679) (1,639) (1,490) (6,580) (1,942) (1,781) (1,112) -------- ------- ------- ------- ------- -------- ------- ------- ------- Income before income taxes 46,376 13,587 12,465 11,447 11,297 48,796 11,926 13,190 14,063 Income Taxes 17,855 5,231 4,799 4,407 4,349 18,786 4,592 5,078 5,414 -------- ------- ------- ------- ------- -------- ------- ------- ------- Net Income before Discontinued Operations $ 28,521 $ 8,356 $ 7,666 $ 7,040 $ 6,948 $ 30,010 $ 7,334 $ 8,112 $ 8,649 ======== ======= ======= ======= ======= ======== ======= ======= ======= Basic Shares 33,725 33,876 33,376 32,920 32,755 33,232 32,778 32,889 32,992 ======== ======= ======= ======= ======= ======== ======= ======= ======= Basic earnings per share $ 0.85 $ 0.25 $ 0.23 $ 0.21 $ 0.21 $ 0.90 $ 0.22 $ 0.25 $ 0.26 ======== ======= ======= ======= ======= ======== ======= ======= ======= Diluted Shares 35,071 35,265 34,128 33,810 33,617 34,448 33,441 34,057 34,348 ======== ======= ======= ======= ======= ======== ======= ======= ======= Diluted earnings per share $ 0.81 $ 0.24 $ 0.22 $ 0.21 $ 0.21 $ 0.87 $ 0.22 $ 0.24 $ 0.25 ======== ======= ======= ======= ======= ======== ======= ======= =======
EX-99.1B8 10 dex991b8.txt NATIONAL DATA CORPORATION INCOME STATEMENT Exhibit 99.1(b) 8 Consolidated Statement of Income (Unaudited) NATIONAL DATA CORPORATION
(in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- FY99 FY 00 FY01 ----------- ------------------------------------------------- ----------------------- Total Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total Year Qtr 1 Qtr 2 Qtr 3 ----------- ------------------------------------------------- ----------------------- Revenues: Information management $135,658 $32,410 $35,621 $33,746 $35,359 $137,136 $32,988 $35,005 $37,195 Network services and systems 135,135 38,749 35,590 37,957 39,848 152,144 47,257 48,428 51,037 Divested businesses 68,203 14,561 13,816 14,165 13,851 56,393 5,629 233 - -------- ------- -------- ------- -------- -------- ------- ------- ------- 338,996 85,720 85,027 85,868 89,058 345,673 85,874 83,666 88,232 -------- ------- -------- ------- -------- -------- ------- ------- ------- Operating expenses: Cost of service 179,654 43,878 47,332 44,893 44,898 181,001 43,340 41,662 45,718 Sales, general and administrative 67,577 17,879 27,620 19,654 20,909 86,062 20,134 18,385 18,653 Depreciation and amortization 29,661 8,140 8,012 6,990 8,692 31,834 8,213 8,683 8,686 Non-recurring charges - - 34,393 - - 34,393 - 2,156 - -------- ------- -------- ------- -------- -------- ------- ------- ------- 276,892 69,897 117,357 71,537 74,499 333,290 71,687 70,886 73,057 -------- ------- -------- ------- -------- -------- ------- ------- ------- Operating income (loss) 62,104 15,823 (32,330) 14,331 14,559 12,383 14,187 12,780 15,175 EBITDA 91,765 23,963 10,075 21,321 23,251 78,610 22,400 23,619 23,861 Other income/(expense) (6,383) (173) 616 (1,639) (10,525) (11,721) (1,942) (1,781) (1,112) -------- ------- -------- ------- -------- -------- ------- ------- ------- Income before income taxes 55,721 15,650 (31,714) 12,692 4,034 662 12,245 10,999 14,063 Income Taxes 21,858 6,017 (10,546) 4,882 1,472 1,825 4,714 4,310 5,414 -------- ------- -------- ------- -------- -------- ------- ------- ------- Net Income before Discontinued Operations 33,863 9,633 (21,168) 7,810 2,562 (1,163) 7,531 6,689 8,649 -------- ------- -------- ------- -------- -------- ------- ------- ------- Discontinued Operations 37,575 (4,696) 5,700 (6,616) (33,390) (39,002) 8,649 (326) - -------- ------- -------- ------- -------- -------- ------- ------- ------- Net Income $ 71,438 $ 4,937 $(15,468) $ 1,194 $(30,828) $(40,165) $16,180 $6,363 $ 8,649 ======== ======= ======== ======= ======== ======== ======= ====== ======= Basic Shares 33,725 33,876 33,376 32,920 32,755 33,232 32,778 32,889 32,992 ======== ======= ======== ======= ======== ======== ======= ====== ======= Basic earnings per share $ 2.12 $ 0.15 $ (0.46) $ 0.04 $ (0.94) $ (1.21) $ 0.49 $ 0.19 $ 0.26 ======== ======= ======== ======= ======== ======== ======= ====== ======= Diluted Shares 37,823 35,265 33,376 33,810 32,755 33,232 36,193 34,057 34,348 ======== ======= ======== ======= ======== ======== ======= ====== ======= Diluted earnings per share $ 2.02 $ 0.14 $ (0.46) $ 0.04 $ (0.94) $ (1.21) $ 0.48 $ 0.19 $ 0.25 ======== ======= ======== ======= ======== ======== ======= ====== =======
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