-----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, JlLzrkn/6NiEuJFzO2qVpxlbB9fWTusYIkAqVA6rk8wJpBMDaPJ7NgLJV9PS2gyU Rr2yi6Gn4zY0CAiovOoh6A== 0000931763-01-501067.txt : 20010720 0000931763-01-501067.hdr.sgml : 20010720 ACCESSION NUMBER: 0000931763-01-501067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20010719 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010719 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: 1684726 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): July 19, 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 July 19, 2001 (b) Schedules: 1) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for the fourth quarter ended May 31, 2001 and May 31, 2000, 2) National Data Corporation (unaudited) Consolidated Statements of Income (Loss) (GAAP) for the fourth quarter ended May 31, 2001 and May 31, 2000, 3) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for the fiscal year ended May 31, 2001 and May 31, 2000, 4) National Data Corporation (unaudited) Consolidated Statements of Income (Loss) (GAAP) for the fiscal year ended May 31, 2001 and May 31, 2000, 5) National Data Corporation (unaudited) Consolidated Balance Sheets for May 31, 2001 and May 31, 2000, 6) National Data Corporation (unaudited) Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2001 and May 31, 2000, 7) National Data Corporation (unaudited) Consolidated Statements of Income (normalized) for fiscal 1999, 2000 (by quarter) and 2001 (by quarter). (Normalized for certain items discussed below), and 8) National Data Corporation (unaudited) Consolidated Statements of Income or (Loss) (GAAP) for fiscal 1999, 2000 (by quarter) and 2001 (by quarter). Item 9. Regulation FD Disclosure ------------------------ On July 19, 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 consolidated income statements for fiscal 1999, 2000 and 2001 have been "normalized" by adjusting for the following: 1 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 Medscape, Inc. investment in the amounts of $9.7 million and $7.0 million previously recorded in the fourth quarter of fiscal 2000 and the fourth quarter of fiscal 2001, respectively, and g) Revenue and operating expenses related to divested businesses, as follows: 1) Fiscal 1999: Revenue $68.2 million; and Operating Expenses $58.9 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. 6) Quarter ended May 31, 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 (unaudited) consolidated income statements (normalized) described above, Exhibit 99.1 (b) 8 presents the National Data Corporation (unaudited) consolidated income statements (GAAP) for fiscal 1999, 2000 and 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. This treatment recorded an appropriate debt allocation and interest expense percentage for all historical periods presented. The total convertible debt remained 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 been restated to reflect this treatment. During the last year NDCHealth has also divested other non-core products and services. The financial results for fiscal 2001 include $5.5 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). 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, our Salt Lake City and a Cleveland 3 operation 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 believe that NDCHealth is well positioned to provide processing products and services to the healthcare industry in the future. For fiscal year 2002, our expectation is that revenue for the full year will be $375-385 million resulting in diluted earnings per share of $1.10 to $1.14 excluding the impact of the accounting change described below. The FASB recently approved a statement on "Goodwill and other Intangible Assets" which deals with, among other things, proposed changes in amortization of goodwill. We expect to implement this accounting change beginning with the first quarter of fiscal 2002. At the end of the third quarter, we had estimated that the impact on earnings per share would be approximately $0.06 in the third quarter based on the goodwill on the balance sheet as of February 28. Since that time, we have announced our intention to divest the assets associated with our physician network services business to Medunite. The goodwill amortization included with those assets equates to one cent per quarter. Assuming that the Medunite Agreement closes in the first quarter, we estimate that the annual impact of SFAS 142 will be to add $0.20 per year to diluted earnings per share in fiscal 2002, resulting in an expected reported range of $1.30 to $1.34 in diluted earnings per share for fiscal 2002. We estimate that the fiscal 2002 tax rate will decline to 36.0% due to our application of this new standard. To provide more specific guidance for the first quarter ending August 31, 2001, we will be impacted by three factors: a) we expect that revenue will be impacted by seasonality in the information management business, b) the closing of the MedUnite transaction will impact results for a partial quarter, and c) we expect to implement the accounting change described above effective June 1. Accordingly, we expect revenue to be in the range of $86-89 million, resulting in diluted earnings per share of $0.25-0.26, prior to the FASB impact, or $0.30-0.31 after eliminating goodwill. Following the first quarter, we would expect to see year over year and sequential increases in revenue and earnings in quarters two, three and four. Looking ahead to fiscal 2003, we believe we can sustain growth in our existing markets. Excluding acquisitions, we would expect revenue and earnings to grow at a mid-teens rate, with earnings growing faster than revenue. 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 4 expenditures, the likelihood of the Company's success in developing and introducing new products and expanding its business, the timing of the introduction of new and modified products or services and competition, pricing, development difficulties, the ability to consummate and integrate acquisitions, the expected benefits and prospects for the alliance between the Company and MedUnite. 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. 5 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 Vice President & Corporate Controller (Chief Accounting Officer) Date: July 19, 2001 6 EX-99.1.A 2 dex991a.txt PRESS RELEASE EXHIBIT 99.1(a) NDCHealth ANNOUNCES FOURTH QUARTER AND FISCAL 2001 RESULTS ATLANTA, July 19, 2001 --- NDCHealth (National Data Corporation, NYSE: NDC) announced today financial results for its fourth quarter and fiscal year ended May 31, 2001. For the quarter, on a normalized basis, revenue increased to $92.0 million compared to prior year revenue of $75.2 million. Net income of $9.5 million and diluted earnings per share of $0.27 compare to net income of $6.9 million and diluted earnings per share of $0.21 last year. The normalized results exclude divested businesses, discontinued operations and eliminate certain one-time and non-recurring items to display results from ongoing operations. For the fiscal year ended May 31, 2001, on a normalized basis, annual revenue was $344.0 million compared to $289.3 million in 2000. Net income of $33.6 million and diluted earnings per share of $0.98 compare to $30.0 million and $0.87, respectively, for the prior year. GAAP reporting reflects actions undertaken to restructure the health business, including the spin off of Global Payments Inc. and divestiture of non- strategic businesses including PHSS. In the fourth quarter of 2001, GAAP reported results included a non-recurring loss recorded for the company's investment in Medscape, Inc., an Internet provider of health information. The loss of $7.0 million, or $0.12 per share, is due to the requirement to mark to market investments and the decline in market value of Medscape. On a GAAP basis, diluted earnings per share for the fourth quarter was $0.15 compared to a loss of $0.94 in the prior year. For the fiscal year, diluted earnings per share on a GAAP basis was $1.07 compared to a loss of $1.21 in the prior year. NDCHealth continues to be a strong generator of cash. For the year, net cash flow from operations was $68.1 million and normalized EBITDA was $95.2 million. The Financial Accounting Standards Board (FASB) has approved the final statement (SFAS 142) on "Goodwill and other Intangible Assets". Based on the company's preliminary interpretation of the statement, certain expenses related to goodwill amortization would not be recorded in future periods, resulting in an increase to earnings per share due to this accounting change. The company expects to implement the new standard beginning in the first quarter of fiscal 2002 ending August 31, 2001, and estimates that it will add approximately $0.20 annually to earnings per share. In commenting on the results for fiscal 2001, chief executive officer Walter Hoff said, "We have concluded a significant transitional year. We completed the spin off of Global Payments Inc. to our shareholders and finalized the restructuring activities associated with our health business. We have emerged as a stronger, more streamlined company. "Our total annual revenue from ongoing operations grew by 19%, as compared to the prior year, boosted by strong growth in Network Services and Systems. Our Information Management business continued to show double digit revenue growth during the quarter. "We are enthusiastic about our opportunities for market expansion and productivity improvements in fiscal 2002. We estimate that annual revenue will be approximately $375 to $385 million, assuming that the transaction we announced with MedUnite in June closes during the first quarter. Our bottom line results should be favorably impacted by operating margin expansion as well as the accounting change required by FASB for treatment of goodwill amortization. We estimate that diluted earnings per share for fiscal 2002, excluding the impact of the accounting change, will be in the range of $1.10 to $1.14. We expect our reported range of diluted earnings per share will be $1.30 to $1.34, after the accounting change is implemented in the first quarter. "We have a loyal customer base representing multiple segments in the healthcare industry. Our employees have deep vertical expertise to serve our customers and distribute our products and services. Coupled with a strong financial position and seasoned management team, NDCHealth remains well positioned for 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, the expected benefits and prospects for the alliance between the Company and MedUnite, and other risks detailed in the Company's SEC filings, including the most recent Form 10-K. Notes that reconcile the presentation of the normalized results included herein to GAAP results are filed with the SEC in the Company's most recent Form 8-K. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events. #### EX-99.B.1 3 dex99b1.txt NDC CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1 (b) 1 Q4 NORMALIZED RESULTS UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NATIONAL DATA CORPORATION AND SUBSIDIARIES (In thousands, except per share data) - --------------------------------------------------------------------------------
Three Months Ended May 31, -------------------------- 2001 2000 -------------------------- Revenues: Information management $39,144 $35,359 Network services and systems 52,899 39,848 -------------------------- 92,043 75,207 - -------------------------------------------------------------------------------- Operating expenses: Cost of service 45,693 36,792 Sales, general and administrative 20,468 17,539 Depreciation and amortization 9,163 8,089 -------------------------- 75,324 62,420 -------------------------- Operating income 16,719 12,787 - -------------------------------------------------------------------------------- Other income (expense): Interest and other income 624 15 Interest and other expense (2,348) (1,505) Minority interest in loss 413 - -------------------------- (1,311) (1,490) -------------------------- Income before income taxes 15,408 11,297 Provision for income taxes 5,932 4,349 - -------------------------------------------------------------------------------- Net income $ 9,476 $ 6,948 -------------------------- Basic earnings per share $ 0.28 $ 0.21 ========================== Diluted earnings per share $ 0.27 $ 0.21 ========================== Basic shares 33,970 32,755 ========================== Diluted shares 35,368 33,617 ==========================
Press Release Attachment Page 1 EX-99.B.2 4 dex99b2.txt CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1 (b) 2 Q4 GAAP RESULTS CONSOLIDATED STATEMENTS OF INCOME (LOSS) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - ------------------------------------------------------------------------------------- Three Months Ended May 31, --------------------------- 2001 2000 --------------------------- Revenues: Information management $39,144 $ 35,359 Network services and systems 52,899 39,848 Divested businesses - 13,851 --------------------------- 92,043 89,058 - ------------------------------------------------------------------------------------- Operating expenses: Cost of service 45,693 44,898 Sales, general and administrative 20,468 20,909 Depreciation and amortization 9,163 8,692 --------------------------- 75,324 74,499 --------------------------- Operating income 16,719 14,559 - ------------------------------------------------------------------------------------- Other income (expense): Interest and other income 624 719 Interest and other expense (2,348) (1,506) Non-cash valuation adjustment in Medscape investment (6,953) (9,738) Minority interest in loss 413 - --------------------------- (8,264) (10,525) --------------------------- Income before income taxes and discontinued operations 8,455 4,034 Provision for income taxes 3,256 1,472 - ------------------------------------------------------------------------------------- Income before discontinued operations 5,199 2,562 Discontinued operations - net of tax - (33,390) - ------------------------------------------------------------------------------------- Net income (loss) $ 5,199 $ (30,828) --------------------------- Basic earnings (loss) per share: Income before discontinued operations $ 0.15 $ 0.08 --------------------------- Discontinued operations - net of tax $ - $ (1.02) --------------------------- Basic earnings (loss) per share $ 0.15 $ (0.94) --------------------------- Diluted earnings (loss) per share: Income before discontinued operations $ 0.15 $ 0.08 --------------------------- Discontinued operations - net of tax $ - $ (1.02) --------------------------- Diluted earnings (loss) per share $ 0.15 $ (0.94) --------------------------- Basic shares 33,970 32,755 =========================== Diluted shares 35,368 32,755 ===========================
Press Release Attachment Page 2 EX-99.B.3 5 dex99b3.txt CONSOLIDATED STATEMENTS OF INCOME 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) - ---------------------------------------------------------------
Year Ended May 31, --------------------- 2001 2000 --------------------- Revenues: Information management $144,332 $137,136 Network services and systems 199,621 152,144 -------------------- 343,953 289,280 - --------------------------------------------------------------- Operating expenses: Cost of service 171,394 141,298 Sales, general and administrative 77,350 63,411 Depreciation and amortization 34,476 29,195 -------------------- 283,220 233,904 -------------------- Operating income 60,733 55,376 - --------------------------------------------------------------- Other income (expense): Interest and other income 755 (50) Interest and other expense (8,038) (6,530) Minority interest in loss 1,137 - -------------------- (6,146) (6,580) -------------------- Income before income taxes 54,587 48,796 Provision for income taxes 21,016 18,786 - --------------------------------------------------------------- Net income $ 33,571 $ 30,010 ==================== Basic earnings per share $ 1.02 $ 0.90 ==================== Diluted earnings per share $ 0.98 $ 0.87 ==================== Basic shares 33,009 33,232 ==================== Diluted shares 34,153 34,448 ====================
Press Release Attachment Page 3 EX-99.B.4 6 dex99b4.txt CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.1 (b) 4 YEAR TO DATE GAAP RESULTS CONSOLIDATED STATEMENTS OF INCOME (LOSS) NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except per share data) - --------------------------------------------------------------------------------------- Year Ended May 31, ---------------------- 2001 2000 ---------------------- Revenues: Information management $144,332 $137,136 Network services and systems 199,621 152,144 Divested businesses 5,862 56,393 --------------------- 349,815 345,673 - --------------------------------------------------------------------------------------- Operating expenses: Cost of service 176,413 181,001 Sales, general and administrative 77,640 86,062 Depreciation and amortization 34,745 31,834 Restructuring and impairment charges 2,156 34,393 --------------------- 290,954 333,290 --------------------- Operating income (loss) 58,861 12,383 - --------------------------------------------------------------------------------------- Other income (expense): Interest and other income 755 4,549 Interest and other expense (8,038) (6,532) Non-cash valuation adjustment in Medscape investment (6,953) (9,738) Minority interest in loss 1,137 - --------------------- (13,099) (11,721) --------------------- Income (loss) before income taxes and discontinued operations 45,762 662 Provision (benefit) for income taxes 17,694 1,825 - --------------------------------------------------------------------------------------- Income (loss) before discontinued operations 28,068 (1,163) Discontinued operations - net of tax 8,323 (39,002) - --------------------------------------------------------------------------------------- Net income (loss) $ 36,391 $(40,165) ===================== Basic earnings (loss) per share: Income (loss) before discontinued operations $ 0.85 $ (0.03) ===================== Discontinued operations - net of tax $ 0.25 $ (1.17) ===================== Basic earnings (loss) per share $ 1.10 $ (1.21) ===================== Diluted earnings (loss) per share: Income (loss) before discontinued operations $ 0.82 $ (0.03) ===================== Discontinued operations - net of tax $ 0.24 $ (1.17) ===================== Diluted earnings (loss) per share $ 1.07 $ (1.21) ===================== Basic shares 33,009 33,232 ===================== Diluted shares 34,153 33,232 =====================
Press Release Attachment Page 4 EX-99.B.5 7 dex99b5.txt CONSOLIDATED BALANCE SHEETS Exhibit 99.1 (b) 5 CONSOLIDATED BALANCE SHEETS NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data) - --------------------------------------------------------------------------------------------------------------- May 31, May 31, 2001 2000 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 12,420 $ 1,789 Accounts receivable 70,648 76,325 Allowance for doubtful accounts (6,628) (7,316) -------- -------- Accounts receivable, net 64,020 69,009 -------- -------- Income tax receivable 2,265 1,962 Deferred income taxes 29,539 20,097 Prepaid expenses and other current assets 18,788 13,857 -------- -------- Total current assets 127,032 106,714 -------- -------- Property and equipment, net 82,956 69,265 Intangible assets, net 221,757 214,800 Deferred income taxes 9,886 32,247 Investments 35,591 5,948 Other 10,990 4,346 Net assets of discontinued operations - 220,312 -------- -------- Total Assets $488,212 $653,632 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ - $ 68,500 Current portion of long-term debt 170 159 Obligations under capital leases 2,586 5,803 Accounts payable and accrued liabilities 53,228 55,082 Deferred income 13,624 26,619 -------- -------- Total current liabilities 69,608 156,163 -------- -------- Long-term debt 151,567 152,495 Obligations under capital leases 1,108 1,793 Other long-term liabilities 23,044 13,045 -------- -------- Total liabilities 245,327 323,496 -------- -------- Commitments and contingencies Minority interest in equity of subsidiaries 12,418 - 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; 33,875,235 and 33,953,008 shares issued, respectively 4,234 4,244 Capital in excess of par value 188,636 349,387 Treasury stock, at cost, 1,211,880 shares at May 31, 2000 - (31,960) Retained earnings 48,392 20,763 Deferred compensation (7,101) (7,332) Unrealized holding loss (111) (1,727) Cumulative translation adjustment (3,583) (3,239) -------- -------- Total shareholders' equity 230,467 330,136 -------- -------- Total Liabilities and Shareholders' Equity $488,212 $653,632 ======== ========
Press Release Attachment Page 5 EX-99.1.6 8 dex9916.txt CONSOLIDATED STATEMENTS OF CASH FLOWS Exhibit 99.1 (b) 6 CONSOLIDATED STATEMENTS OF CASH FLOWS NATIONAL DATA CORPORATION AND SUBSIDIARIES
(In thousands) - ----------------------------------------------------------------------------------------------------------- Year Ended May 31, ------------------------ 2001 2000 -------- -------- Cash flows from operating activities: Net income (loss) $ 36,391 $(40,165) Adjustments to reconcile net income (loss) to cash provided by operating activities before changes in assets and liabilities: Non-cash restructuring and impairment charges 930 23,880 (Income) loss from discontinued operations (8,323) 39,002 Depreciation and amortization 34,745 31,834 Deferred income taxes 12,919 (33,106) Provision for bad debts 846 10,198 Non-cash valuation adjustment in Medscape investment 6,953 9,738 Other, net 54 137 Changes in assets and liabilities which provided (used) cash, net of the effects of acquisitions: Accounts receivable, net (3,645) 4,789 Prepaid expenses and other assets (15,539) (325) Accounts payable and accrued liabilities 10,018 16,712 Deferred income (9,114) (2,685) Income taxes 1,857 (1,968) ------------------------ Net cash provided by operating activities 68,092 58,041 ------------------------ Cash flows from investing activities: Capital expenditures (32,915) (26,517) Business acquisitions, net of acquired cash (23,224) (38,098) Business divestiture and sale of marketable securities 20,000 6,474 Purchase of investment (18,831) (10,045) ------------------------ Net cash used in investing activities (54,970) (68,186) ------------------------ Cash flows from financing activities: Net repayments under lines of credit (68,500) 26,750 Net principal payments under capital lease arrangements and other long-term debt (4,814) (11,469) Net issuances (purchases) related to stock activities 7,360 (25,680) Dividends paid (8,762) (9,937) ------------------------ Net cash used in financing activities (74,716) (20,336) ------------------------ Net cash provided (used) by discontinued operations (5,375) 30,212 Cash dividend from Global Payments Inc. 77,600 - ------------------------ Increase in cash and cash equivalents 10,631 (269) Cash and cash equivalents, beginning of period 1,789 2,058 ------------------------ Cash and cash equivalents, end of period $ 12,420 $ 1,789 ========================
Press Release Attachment Page 6 EX-99.B.7 9 dex99b7.txt CONSOLIDATED STATEMENTS OF INCOME 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 Qtr 4 Total Year ---------- --------------------------------------------- ---------------------------------------------- Revenues: Information management $135,658 $32,410 $35,621 $33,746 $35,359 $137,136 $32,988 $35,005 $37,195 $39,144 $144,332 Network services and systems 135,135 38,749 35,590 37,957 39,848 152,144 47,257 48,428 51,037 52,899 199,621 -------- --------------------------------------------- ---------------------------------------------- 270,793 71,159 71,211 71,703 75,207 289,280 80,245 83,433 88,232 92,043 343,953 -------- --------------------------------------------- ---------------------------------------------- Operating expenses: Cost of service 135,157 34,083 35,342 35,081 36,792 141,298 38,462 41,521 45,718 45,693 171,394 Sales, general and administrative 55,835 14,267 14,444 17,161 17,539 63,411 19,926 18,303 18,653 20,468 77,350 Depreciation and amortization 27,042 7,450 7,281 6,375 8,089 29,195 7,989 8,638 8,686 9,163 34,476 -------- --------------------------------------------- ---------------------------------------------- 218,034 55,800 57,067 58,617 62,420 233,904 66,377 68,462 73,057 75,324 283,220 -------- --------------------------------------------- ---------------------------------------------- Operating income 52,759 15,359 14,144 13,086 12,787 55,376 13,868 14,971 15,175 16,719 60,733 EBITDA 79,801 22,809 21,425 19,461 20,876 84,571 21,857 23,609 23,861 25,882 95,209 Other income/ (expense) (6,383) (1,772) (1,679) (1,639) (1,490) (6,580) (1,942) (1,781) (1,112) (1,311) (6,146) -------- --------------------------------------------- ---------------------------------------------- Income before income taxes 46,376 13,587 12,465 11,447 11,297 48,796 11,926 13,190 14,063 15,408 54,587 Income Taxes 17,855 5,231 4,799 4,407 4,349 18,786 4,592 5,078 5,414 5,932 21,016 -------- --------------------------------------------- ---------------------------------------------- Net Income before Discontinued Operations $ 28,521 $ 8,356 $ 7,666 $ 7,040 $ 6,948 $ 30,010 $ 7,334 $ 8,112 $ 8,649 $ 9,476 $ 33,571 ======== ============================================= ============================================== Basic Shares 33,725 33,876 33,376 32,920 32,755 33,232 32,778 32,889 32,992 33,970 33,009 ======== ============================================= ============================================== Basic earnings per share $ 0.85 $ 0.25 $ 0.23 $ 0.21 $ 0.21 $ 0.90 $ 0.22 $ 0.25 $ 0.26 $ 0.28 $ 1.02 ======== ============================================= ============================================== Diluted Shares 35,071 35,265 34,128 33,810 33,617 34,448 33,441 34,057 34,348 35,368 34,153 ======== ============================================= ============================================== Diluted earnings per share $ 0.81 $ 0.24 $ 0.22 $ 0.21 $ 0.21 $ 0.87 $ 0.22 $ 0.24 $ 0.25 $ 0.27 $ 0.98 ======== ============================================= ==============================================
EX-99.B.8 10 dex99b8.txt CONSOLIDATED STATEMENTS OF INCOME 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 Qtr 4 Total Year ---------- -------------------------------------------------- ------------------------------------------------- Revenues: Information management $135,658 $32,410 $ 35,621 $33,746 $ 35,359 $137,136 $32,988 $35,005 $37,195 $39,144 $144,332 Network services and systems 135,135 38,749 35,590 37,957 39,848 152,144 47,257 48,428 51,037 52,899 199,621 Divested businesses 68,203 14,561 13,816 14,165 13,851 56,393 5,629 233 - - 5,862 -------- -------------------------------------------------- ------------------------------------------------ 338,996 85,720 85,027 85,868 89,058 345,673 85,874 83,666 88,232 92,043 349,815 -------- -------------------------------------------------- ------------------------------------------------ Operating expenses: Cost of service 179,654 43,878 47,332 44,893 44,898 181,001 43,340 41,662 45,718 45,693 176,413 Sales, general and administrative 67,577 17,879 27,620 19,654 20,909 86,062 20,134 18,385 18,653 20,468 77,640 Depreciation and amortization 29,661 8,140 8,012 6,990 8,692 31,834 8,213 8,683 8,686 9,163 34,745 Non-recurring charges - - 34,393 - - 34,393 - 2,156 - - 2,156 -------- -------------------------------------------------- ------------------------------------------------ 276,892 69,897 117,357 71,537 74,499 333,290 71,687 70,886 73,057 75,324 290,954 -------- -------------------------------------------------- ------------------------------------------------ Operating income (loss) 62,104 15,823 (32,330) 14,331 14,559 12,383 14,187 12,780 15,175 16,719 58,861 EBITDA 91,765 23,963 10,075 21,321 23,251 78,610 22,400 23,619 23,861 25,882 95,762 Other income/ (expense) (6,383) (173) 616 (1,639) (10,525) (11,721) (1,942) (1,781) (1,112) (8,264) (13,099) -------- -------------------------------------------------- ------------------------------------------------ Income before income taxes 55,721 15,650 (31,714) 12,692 4,034 662 12,245 10,999 14,063 8,455 45,762 Income Taxes 21,858 6,017 (10,546) 4,882 1,472 1,825 4,714 4,310 5,414 3,256 17,694 -------- -------------------------------------------------- ------------------------------------------------ Net Income before Discontinued Operations 33,863 9,633 (21,168) 7,810 2,562 (1,163) 7,531 6,689 8,649 5,199 28,068 -------- -------------------------------------------------- ------------------------------------------------ Discontinued Operations 37,575 (4,696) 5,700 (6,616) (33,390) (39,002) 8,649 (326) - - 8,323 -------- -------------------------------------------------- ------------------------------------------------ Net Income $ 71,438 $ 4,937 $(15,468) $ 1,194 $(30,828) $(40,165) $16,180 $ 6,363 $ 8,649 $ 5,199 $ 36,391 ======== ================================================== ================================================ Basic Shares 33,725 33,876 33,376 32,920 32,755 33,232 32,778 32,889 32,992 33,970 33,009 ======== ================================================== ================================================ Basic earnings per share $ 2.12 $ 0.15 $ (0.46) $ 0.04 $ (0.94) $ (1.21) $ 0.49 $ 0.19 $ 0.26 $ 0.15 $ 1.10 ======== ================================================== ================================================ Diluted Shares 37,823 35,265 33,376 33,810 32,755 33,232 36,193 34,057 34,348 35,368 34,153 ======== ================================================== ================================================ Diluted earnings per share $ 2.02 $ 0.14 $ (0.46) $ 0.04 $ (0.94) $ (1.21) $ 0.48 $ 0.19 $ 0.25 $ 0.15 $ 1.07 ======== ================================================== ================================================
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