FORM 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended May 31, 1994 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to ___________.
Commission File No. 03966
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-977458
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
National Data Plaza
Atlanta, Georgia 30329-2010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 404-728-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
COMMON STOCK PAR
VALUE $.125 PER SHARE THE NEW YORK STOCK EXCHANGE, INC.
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No.
Indicate by check mark if disclosure of delinquent file
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ x ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $232,886,756.25 based upon the last reported sale
price on The New York Stock Exchange on August 22, 1994, using
beneficial ownership of stock rules adopted pursuant to Section 13 of
the Securities Exchange Act of 1934 to exclude voting stock owned by all
directors and officers of the registrant, some of whom may not be held
to be affiliates upon judicial determination.
The number of shares of the registrant's common stock, par value $.125,
outstanding as of August 22, 1994 was 12,641,710 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K
Portions of the Company's Parts II, IV
Annual Report to Stockholders
for the fiscal year ended May 31, 1994
Portions of the Company's Part III
Proxy Statement relating to the
1994 Annual Meeting of Stockholders
to be held on November 17, 1994
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, National Data Corporation has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NATIONAL DATA CORPORATION
By: /s/ Marion P. Stevenson
------------------------------
Marion P. Stevenson
Vice President and Controller
(Principal Accounting Officer)
Date: September 16, 1994
==========================================================================
Note: Three sections were amended. All changes were numeric, no text
was changed. An asterisk indicates the changed amounts.
1) A table in the MD&A section relating to the prior year.
2) The Balance Sheet in the Consolidated Financial Statements.
3) Note 14 in the Notes to Consolidated Financial Statements.
==========================================================================
1)
Fiscal year ended May 31, 1993 compared to fiscal year ended May 31, 1992
___________________________________________________________________________
The following table reflects the relative percentage ratios and the percent
change from the prior year:
Percent
Fiscal year ended May 31, Increase
1993 1992 (Decrease)
(Dollars in Millions) $ % $ % of Dollars
________________________________________________________________________
Revenue:
Integrated Payment $113.8 56% $121.8 56% (7%)
Health Care 56.3 28% 47.7 22% 18%
Government/Corporate 21.5 10% 24.8 11% (13%)
Other 12.9 6% 22.2 11% (42%)
________________________________________________________________________
Total Revenue 204.5 100% 216.5 100% (6%)
Cost of Service:
Operations 95.5 47% 106.6 49% (10%)
Depreciation/Amortization 15.9 8% 15.6 7% 2%
Hardware Sales 11.1 5% 8.4 4% 32% *
________________________________________________________________________
Total Cost of Service 122.5 60% 130.6 60% (6%)
________________________________________________________________________
Gross Margin 82.0 40% 85.9 40% (5%)
Sales, General and
Administrative Expense 67.0 33% 71.2 33% (6%)
Operating Margin 15.0 7% 14.7 7% 2%
Investment and Other Income 1.8 1% 2.3 1% (20%)
Interest Expense, (net) (2.2) (1%) (4.2) (2%) (47%)
_______________________________________________________________________
Income Before Income Taxes 14.6 7% 12.8 6% 14%
Provision for Income Taxes 6.1 3% 5.4 3% 13%
________________________________________________________________________
Net Income $ 8.5 4% $ 7.4 3% 14%
========================================================================
2)
CONSOLIDATED BALANCE SHEETS
NATIONAL DATA CORPORATION
(in thousands except share data)
May 31, May 31,
1994 1993
ASSETS ---- ----
Current assets:
Cash and cash equivalents $38,012 $17,150
Short-term investments 25 625
Accounts receivable:
Trade (less allowances of $1,168 and $1,044) 31,763 36,168
Other (less allowances of $968 and $681)(Note 1) 19,701 17,418
Investment in sales-type leases, current portion
(less allowances of $575 and $968) (Note 7) 2,357 6,292
Inventory 3,518 2,663
Prepaid expenses and other current assets 4,429 5,184
-------- --------
Total current assets 99,805 85,500
Investment in sales-type leases (less allowances
of $367 and $510) (Note 7) 1,500 3,377
Property and equipment, at cost:
Land 402 402
Building 6,503 6,503
Equipment 71,213 76,067
Software (Note 8) 27,519 23,849
Leasehold improvements 13,949 13,867
Furniture and fixtures 8,744 8,856
Work in progress 2,736 924
-------- --------
131,066 130,468
Less-Accumulated depreciation and amortization (102,754) (100,994)
-------- --------
28,312 29,474
Property acquired under capital leases, net of
accumulated amortization (Note 6) 7,317 3,918
-------- --------
* 35,629 33,392
Deposits 2,029 2,019
Other assets:
Acquired intangibles and goodwill, net of accumulated
amortization of $30,438 and $24,901 (Note 1 and 2) 41,250 46,299
Other 3,113 4,761
-------- --------
44,363 51,060
Total Assets $183,326 $175,348
======== ========
See Notes to Consolidated Financial Statements
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $6,783 $8,466
Earn-out payable on acquired businesses,
current portion (Note 2) 2,598 3,032
Accrued compensation and benefits 4,462 4,792
Merchant processing payables 15,154 11,176
Income taxes payable (Note 3) 6,358 2,660
Deferred income taxes, current portion 776 703
Obligations under capital leases,
current portion (Note 6) 1,985 1,033
Mortgage payable, current portion (Note 9) 149 135
Other accrued liabilities 12,667 15,761
-------- --------
Total current liabilities 50,932 47,758
Mortgage payable (Note 9) 11,100 11,261
Earn-out payable on acquired businesses (Note 2) 1,238 3,011
Deferred income taxes (Note 3) 1,685 6,641
Obligations under capital leases (Note 6) 5,193 2,860
Other long-term liabilities 3,847 2,556
-------- --------
Total liabilities * 73,995 74,087
Commitments and contingencies (Note 10)
Stockholders' Equity (Note 4):
Preferred stock, par value $1.00 per share,
1,000,000 shares authorized; none issued - -
Common stock, par value $.125 per share,
30,000,000 shares authorized; 12,610,262
and 12,226,732 shares issued 1,576 1,528
Capital in excess of par value 30,215 26,249
Retained earnings 78,865 74,658
Cumulative translation adjustment (Note 1) (533) (393)
-------- --------
110,123 102,042
Less:
Deferred compensation (Note 4) (792) (781)
-------- --------
Total stockholders' equity 109,331 101,261
Total Liabilities and Stockholders' Equity $183,326 $175,348
========= =========
See Notes to Consolidated Financial Statements
3)
Note 14 - Quarterly Consolidated Financial Information
(Unaudited)
____________________________________________________________
(In thousands except per share data)
Quarter Ended
Aug.31 Nov.30 Feb.28 May 31
Fiscal Year 1994
Revenue $50,213 $50,321 $50,444 $53,028
Operating Income 3,947 4,514 4,280 5,646
Net Income:
Before extraordinary item 2,108 * 2,578 2,641 3,833
After extraordinary item 658 2,578 2,641 3,833
Earnings per share
Before extraordinary item .17 .20 .20 .29
After extraordinary item .05 .20 .20 .29
Fiscal Year 1993
Revenue $51,592 $49,966 $49,519 $53,479
Operating Income 2,256 2,939 4,200 5,626
Net Income 1,143 1,732 2,423 3,191
Earnings per share .10 .14 .20 .26