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): December 20, 2000
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Commission File No. 001-12392
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NATIONAL DATA CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
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(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
National Data Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2000
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N/A
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(Former name, former address and former fiscal year, if
changed since last year)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following exhibit has been filed herewith as part of Item 9, and pursuant to
the instructions to an Item 9 filing, shall not be deemed to be "filed"
information for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended:
Exhibit 99.1
a) NDC Health Business Description.
b) Schedules
1) Stand-alone NDC Health (Normalized) (unaudited) Consolidated
Statements of Income for fiscal 1999 and 2000 (by quarter) and the
first and second quarters of fiscal 2001. (Normalized by adjusting for
certain items discussed below.)
2) National Data Corporation (unaudited) Consolidated Statements of
Income or (Loss) for fiscal 1999, fiscal 2000 (by quarter) and the
first and second quarters of fiscal 2001.
3) National Data Corporation (unaudited) Consolidated Balance Sheets for
May 31, 2000 and November 30, 2000.
Item 9. Regulation FD Disclosure
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General
In connection with its previously announced intention to spin-off its
eCommerce business segment into a separate publicly traded company, Global
Payments Inc., with its own management and Board of Directors, National Data
Corporation has received a private letter ruling from the Internal Revenue
Service. The IRS has ruled that the transaction will be tax free to stockholders
of NDC. The timing of the spin transaction and related share distribution
depends upon completion of Global Payments' registration with the Securities and
Exchange Commission.
National Data Corporation's healthcare information business segment will be the
remaining stand-alone business after the spin-off of Global Payments.
Accordingly, subsequent to the spin-off, National Data Corporation will do
business as NDC Health. National Data is providing stand-alone financial
information included in this Form 8-K in order to reflect the business of NDC
Health as if the spin off of Global Payments had occurred. This data is
presented under the assumption that the spin-off will be successfully
accomplished.
As an indication of the historical performance of the continuing business, in
Exhibit 99.1 (b) 1 to this report, we have provided certain financial
information regarding NDC Health,
the stand-alone healthcare information business segment that will remain after
the spin-off. These stand alone NDC Health consolidated income statements for
fiscal 1999 and 2000 and the first and second 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 2000: Revenue $56.4 million; Operating Expenses $57.2
million; and Other Income $0.7 million.
2) Quarter ended August 31, 2000: Revenue $5.6 million; and Operating
expenses $5.3 million.
3) Quarter ended November 30, 2000: Revenue $0.2 million; and
Operating expenses $0.2 million.
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 NDC Health (Normalized) consolidated income
statements described above, Exhibit 99.1 (b) 2 presents the National Data
Corporation consolidated income statement for fiscal 1999 and 2000 and the first
and second quarters of fiscal 2001. Exhibit 99.1 (b) 3 presents the National
Data Corporation balance sheets as of May 31, 2000 and November 30, 2000. The
eCommerce segment data, along with data from other businesses discontinued by
NDC Health as described below, is recorded as discontinued operations in
Exhibits 99.1 (b) 2 and 3.
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 NDC Health 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.
NDC corporate interest expense has been allocated to NDC Health based on the
anticipated corporate debt allocations to NDC Health 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 NDC Health. The allocated debt amount is less than this total
convertible debt; therefore, the eCommerce segment (Global Payments Inc.) has a
liability to NDC Health for its net portion of the outstanding debt. As of
November 30, 2000, this net amount due from Global Payments Inc. to NDC Health
is $60.2 million. At the date of the spin-off, Global Payments Inc. will make a
net cash payment to NDC Health equal to $60.2 million adjusted for the net cash
contributions of eCommerce operations between December 1, 2000 and the actual
date of the distribution.
For further data regarding the eCommerce segment and the proposed spin-off,
please refer to the Global Payments Inc. Form 10, with amendments, as filed with
the Securities and Exchange Commission.
Financial Results
During the last 24 months, NDC Health 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 NDC Health. As a
part of that plan, NDC Health 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 NDC Health has also divested other non-core products and
services. The financial results for the first half of fiscal 2001 include $2.6
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, 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 planned spin-off.
We believe that NDC Health is extremely well positioned to provide processing
products and services to the healthcare industry through our integrated
intelligent network and point of service systems and information management
services. By implementing our revised strategy, we expect to generate, on an
adjusted basis, annual revenue growth from $289 million in fiscal 2000 to $330 -
$335 million in fiscal 2001. Near term, revenue growth is being impacted in our
information management business due to the consolidation in the pharmaceutical
manufacturers' market. During the second quarter of fiscal 2001, we began to
see the results of our strategy to offset the impact of the pharmaceutical
industry consolidation to our revenue growth by adding new customers, new
products and expanding distribution channels.
We expect that our basic earnings per share, on a stand-alone basis for the
fiscal year ending May 31, 2001 will be in the range of $1.00, plus or minus two
percent. The Global Payments spin-off must be completed in order to compute
dilution resulting from our outstanding options and convertible debentures.
Prior to that time, we are unable to compute a range of fully diluted earnings
per share.
As a result of the adjustments and the other principles and assumptions
discussed above, which are the basis of our presentation of the financial
schedule filed in Exhibit 99.1 (b) 1, please note that this financial schedule
does 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 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 those
statements, the Company claims the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act of
1995. These statements are based on a number of assumptions and estimates that
are inherently subject to significant risks and uncertainties, many of which are
beyond the control of the Company, cannot be foreseen, and reflect future
business decisions 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. As a
result of a variety of factors, actual results could differ materially from
those anticipated in the Company's forward-looking statements, including the
following factors: (a) those set forth in Exhibit 99.1 to the Annual Report on
Form 10-K which are incorporated herein by this reference, and those set forth
elsewhere herein; and (b) 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. The Company has announced its intent to spin-off the NDC
eCommerce business segment into a separate publicly traded company with its own
management and Board of Directors. This spin-off has not yet been completed and
there can be no assurance that it will be completed. NDC Health has obtained a
commitment for an amended credit agreement. While NDC Health expects the new
facility to be available upon consummation of the spin-off, no assurance can be
given that the facility will be available on the terms set forth herein, if at
all. 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 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.
SIGNATURES
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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
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(Registrant)
By: /s/ David H. Shenk
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David H. Shenk
Interim Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Date: December 20, 2000