<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934`
FOR THE TRANSITION PERIOD FROM________________TO___________
COMMISSION FILE NUMBER: 1-11905
NATIONAL PROCESSING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 61-1303983
(STATE OR OTHER JURISDICTION I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ONE OXMOOR PLACE
101 BULLITT LANE, SUITE 450
LOUISVILLE, KENTUCKY 40222
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (502) 326-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, NO PAR VALUE
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 IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO 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.[ ]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AS OF MARCH 23, 1998 WAS $58,215,000. THE MARKET VALUE
CALCULATION WAS DETERMINED USING THE CLOSING SALE PRICE OF THE REGISTRANT'S
COMMON STOCK ON MARCH 23, 1998, AS REPORTED ON THE NEW YORK STOCK EXCHANGE.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF MARCH
30, 1998 WAS 50,575,000.
<PAGE> 2
TABLES OF CONTENTS
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FORM 10-K ANNUAL REPORT
<TABLE>
<CAPTION>
PART I PAGE
- ------ ----
<S> <C> <C>
ITEM 1. BUSINESS.............................................................. 3
ITEM 2. PROPERTIES............................................................ 6
ITEM 3. LEGAL PROCEEDINGS..................................................... 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................... 7
PART II
- -------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS................................................. 8
ITEM 6. SELECTED FINANCIAL DATA............................................... 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................................. 10
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK............. 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................... 14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE................................. 14
PART III
- --------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................... 15
ITEM 11. EXECUTIVE COMPENSATION................................................ 15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.......................................................... 15
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................ 15
PART IV
- -------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K......................................................... 16
SIGNATURES ...................................................................... 17
</TABLE>
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PART I
ITEM 1. BUSINESS
--------
National Processing, Inc. ("NPI" the "Company" or "Registrant"),
through its wholly owned operating subsidiary National Processing Company
("NPC"), is a provider of low-cost high-volume transaction processing services
and customized processing solutions. Deploying technology and applications
software, the Company currently provides products and services which include (i)
processing of card transactions ("Merchant Card Services") and check
transactions ("Merchant Check Services") for merchants and other commercial
businesses (collectively known as "Merchant Services"), (ii) outsourcing of
administrative and financial functions for corporations seeking to reduce
overhead costs ("Corporate Services"), and (iii) ticket processing and
settlement for providers of travel-related services ("Travel Services").
The Company is an Ohio corporation that was formerly a wholly-owned
subsidiary of National City Corporation, an Ohio-headquartered bank holding
company ("National City") or ("NCC"). Following the completion of the Company's
initial public offering in August 1996, National City continued to own 85% of
the Company's outstanding common stock, without par value ("Common Stock"). The
Company was formed on June 5, 1996 to hold all of the Common Stock of National
Processing Company. To effect the transaction, the Company issued 43,100,000
shares of Common Stock (after giving retroactive effect to the 57,465.67 to 1
stock split which was effective on June 6, 1996) to National City and National
City contributed the Common Stock of NPC (then a wholly-owned subsidiary of NCC)
to the Company. On August 9, 1996, the Company sold 7,475,000 shares of its
Common stock in an initial public offering; retaining the net proceeds from the
transaction to fund internal business development needs. In May 1997, National
City purchased 1,265,000 shares of the Company's common stock in the open market
and currently owns 88% of the Company's outstanding common stock. The Company
maintains operations, employees and contracts substantially independent of
National City's other operating subsidiaries. The Company and National City are
parties to agreements pursuant to which National City and its subsidiaries
provide the Company, and the Company provides National City and its
subsidiaries, certain administrative support, operations, and processing
services. The Company is also a party to a tax sharing agreement and a
registration rights agreement with National City.
Merchant Services represented approximately 58% of the Company's
revenues in 1997 and were provided to over 143,000 merchant locations. Corporate
Services functions include accounts payable processing, remittance processing,
audit and funds settlement for freight-related charges, image processing and
electronic commerce products. Corporate Services represented approximately 31%
of the Company's revenues in 1997. Travel Services provides settlement functions
to the airline industry for all ticket purchases made through travel agents in
the United States. In addition to ticket payment processing, the Company
provides lift document processing services for many airline companies. Travel
Services includes electronic commission payment solutions which are targeted
primarily at travel related companies such as auto rental agencies, hotels and
cruise lines, which reduce costs and provide management information. Travel
Services accounted for approximately 11% of the Company's revenues in 1997.
An important component of the Company's profitability has been access
to low-cost international labor markets. The Company established its initial
presence internationally with the opening of a processing facility in Juarez,
Mexico in 1988. During 1997, the Company acquired Caribbean Data Services, Ltd.,
a data processing company with operating facilities in Barbados and the
Dominican Republic, and MRS Jamaica, Inc., a healthcare form processing company
with operating facilities in Jamaica. At December 31, 1997, international
operations employed approximately 60% of the Company's employees.
The Company estimates that the average tenure of its relationships with
its 50 largest customers has been approximately ten years.
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INDUSTRY OVERVIEW
The transaction processing industry has experienced strong volume
growth in recent years, as acceptance and use of credit cards, debit cards and
checks have grown, and corporations have increasingly outsourced non-core
administrative and financial functions in order to reduce costs, capitalize upon
advances in technology, and enhance the quality and availability of management
information. This growth has created considerable competition in the marketplace
which has resulted in additional focus on economies of scale. In addition to
competition, the cost of advancing technology and customer demand for a broad
product line have caused rapid consolidation among transaction processing
providers. The industry is expected to continue to grow and consolidate and to
experience continued increases in competition.
MERCHANT SERVICES MARKET
Payment processing transaction volume for commercial businesses has
grown steadily in recent years as a result of a proliferation in the uses and
types of credit and debit cards, wider acceptance of such cards among merchants
and increased consumer use of such cards. Advances in payment processing and
telecommunications technology have been a key factor contributing to this
growth. The transition from paper-based to electronic processing, for example,
provides greater convenience to merchants and consumers, reduced fees charged to
merchants, and facilitates faster, more accurate settlement of payments.
The merchant card processing market is generally characterized by three
tiers of merchants consisting of national, regional, and numerous local
merchants. Historically, the Company has focused on servicing national
merchants, while many smaller transaction processors, such as Independent Sales
Organizations (ISOs) and regional banks, have offered a more limited range of
services to regional and local businesses. In October 1997, the Company
purchased approximately 80% and in January 1998, the remaining 20%, of the
common stock of FA Holdings, Inc., the sole owner of Financial Alliance
Processing Services, Inc., an independent sales organization that specializes in
selling credit and debit card processing services to smaller merchants. ISOs
typically market and sell a range of transaction processing services to
merchants, generally outsourcing such services. National merchants with multiple
locations and high volumes of card and check transactions typically demand and
receive a broad range of transaction processing services as well as customized
information services at low per-transaction costs. By contrast, regional and
local merchants historically have received more standardized products and have
incurred relatively higher per-transaction costs. However, the growth in check
and card transactions and the transition from paper-based to electronic
transaction processing have caused regional and local merchants increasingly to
demand sophisticated transaction processing and information services similar to
those provided by the Company to national merchants. In addition, competition is
driving down pricing for the regional and local merchants.
The merchant services market is extremely competitive, which results in
pricing pressure and creates the need for continuous investment in technology
both to satisfy customer demands and to reduce operating costs. The costs to
convert from paper-based to electronic processing, meet merchant requirements
for improved service, and satisfy the demands for additional technology-driven
applications have made it difficult for small scale transaction processors to
remain competitive. As a result, the transaction processing industry has
undergone rapid consolidation over the last several years. According to
published industry sources, the three largest credit and debit card transaction
processors handled 49.57% of total credit and debit card sales volume for
calendar year 1995. In addition, according to published sources, the three
largest check acceptance processors handled 53.5% of the total check sales
volume authorized by third-party check acceptance providers for calendar year
1995 (the Nilson Report -- April, 1996). The remainder of these markets are
highly fragmented among numerous smaller transaction processors.
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CORPORATE SERVICES MARKET
The market for the outsourcing of corporate administrative and
financial functions has also experienced steady growth in recent years.
Outsourcing is a relatively new phenomenon that before 1980 had been limited
primarily to the functions of payroll and remittance processing (the collection
of bill payments). Service organizations, such as the Company, specializing in
high-volume transaction processing have emerged to assist businesses in their
outsourcing efforts as they seek ways to reduce overhead costs, improve the
accuracy of payments and collections, and utilize data more effectively.
Advances in technology and increased transaction complexity have made even
large-scale in-house performance of administrative and financial functions
comparatively less efficient and outsourcing more attractive. In addition to
payroll and remittance processing, administrative functions currently outsourced
include accounts payable processing, freight bill audit and settlement, database
and document management (through electronic imaging), and electronic commerce
payment services like Virtual PAY and Virtual BILL.
The corporate outsourcing marketplace is competitive with a few
relatively large, well capitalized providers and numerous smaller providers. The
cost advantages associated with large-scale processing, and the ability to
invest in new technology that delivers value-added services at lower per unit
costs have enabled large-scale providers to capture much of the transaction
processing and outsourcing requirements of large corporations. Corporate
Services' response to this competition has been to acquire additional off-shore
labor infrastructure, initially in Juarez, Mexico and through 1997 acquisitions,
in Dominican Republic, Barbados and Jamaica. Secondly, Corporate Services is
spending capital and management time to re-engineer processing platforms to
incorporate image processing and internet technologies and to maximize the
benefit of the off-shore labor infrastructure. These changes are expected to
position Corporate Services with a more competitive product capability in the
future.
TRAVEL SERVICES MARKET
The Company's Travel Services business derives approximately 76% of its
revenues from an exclusive long-term contract with the Airlines Reporting
Corporation ("ARC"). The Company is compensated on a "cost plus" basis under its
contract with the ARC, which expires in December 2001. The Company believes that
there are only a few other providers that can compete in providing high volume
processing for the travel related industries.
REGULATION
As a result of National City's ownership in the Company and as long as
National City has a controlling interest, the Company is subject to banking
laws, regulations and orders (collectively, the "Banking Laws"). For example,
the Company is subject to the supervision and examination of the Board of
Governors of the Federal Reserve System ("FRB"), one of the principal regulatory
bodies having jurisdiction over National City. The FRB reviews acquisitions and
new businesses to be engaged in by the Company, and the FRB's written approval
is required in order for the Company to consummate an acquisition. Pursuant to
the Bank Holding Act, the Company shall not engage in any activity, or own,
control, or have the power to vote more than 5% of any class of voting security
of any company engaged in any activity (i) for which the Bank Holding Act
requires a bank holding company to receive prior approval from the FRB without
such approval having been obtained, or (ii) that would cause the Company or any
affiliate of the Company to violate any regulation, administrative order, or
court order made pursuant to the Bank Holding Act. If at any time it is
determined that any activity conducted by the Company or any subsidiary does not
comply with the requirements of the Bank Holding Act, the Company is required to
take all reasonable steps to cease such activity, or to divest any ownership or
control position. If National City is unable to obtain the necessary consent or
approval for any business activity substantially different from those business
activities the Company currently conducts, then the Company may not engage in
any of those new business activities or proceed with the contemplated
acquisition of a business that would engage in such new activities. The Company
does not believe, however, that either the Banking Laws or the Bank Holding Act
will impede significantly the manner in which the Company intends to conduct its
business or its product and service offerings, although there can be no
assurance that the Banking Laws or Bank Holding Act will not have such an
effect.
The Company is engaged in check guarantee and collection services. As
such, the Company is subject to certain consumer collection laws, orders and
regulations (collectively, "Consumer Laws") and the laws of the various states
in which such activities are conducted, which among other things: (i) require
the Company to obtain and maintain certain licenses and qualifications; (ii)
limit the fees and other charges the Company is allowed to charge; and (iii)
require specified disclosures. The Company is also subject to various other
federal, state, local and foreign laws, orders and regulations applicable to the
Company's operations in the jurisdictions where it conducts
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business. Where applicable, regulators and other persons are authorized to seek
remedies against entities such as the Company for violations of such laws,
including the Consumer Laws.
Through National City Bank of Kentucky, which serves as a member bank
for the Company, the Company is registered with VISA(R) and MasterCard(R) as a
certified processor and member service provider. As a result, the Company must
adhere to the standards of the VISA(R) and MasterCard(R) credit card
associations or else risk suspension or termination of its designation and/or
status. There can be no assurance that (i) VISA(R) and MasterCard(R) will
maintain the Company's registrations; (ii) the current VISA(R) and MasterCard(R)
rules allowing the Company and other nonbank transaction processors to market
and provide transaction processing services will remain in effect; or (iii)
VISA(R) and MasterCard(R) will continue to interpret their rules as they have
done in the past, which may have an impact on the Company's business operations.
EMPLOYEES
As of December 31, 1997, the Company and its subsidiaries had 10,244
full-time and 396 part-time employees.
YEAR 2000
This section contains certain forward-looking statements (as defined in
the Private Securities Litigation Reform Act of 1995). These forward-looking
statements may involve significant risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from the results discussed in
these forward-looking statements.
The Company's Year 2000 Project Team is well into identifying and
addressing the technical and business remedies necessary to prepare for the
century change. This process involves modifying or replacing certain hardware
and software maintained by the Company as well as communicating with external
service providers to ensure they are taking the appropriate actions to remedy
their Year 2000 issues. Management expects to have substantially all of the
system and application changes completed by the end of 1998 and believes that
its level of preparedness is appropriate. The Company could be materially
adversely affected by the century date change to the extent it or affiliated
entities are unsuccessful in addressing this issue.
The Company estimates that the total cumulative cost of the project
will be approximately $5.0 million, which includes both internal and external
personnel costs related to modifying the systems as well as the cost of
purchasing or leasing certain hardware and software. Purchased hardware and
software will be capitalized in accordance with normal policy. Personnel and all
other costs related to the project are being expensed as incurred.
The costs of the project and the expected completion dates are based on
management's best estimates.
ITEM 2. PROPERTIES
----------
The Company occupies 22,000 square feet in Louisville, Kentucky for
certain administrative functions under a lease which expires in July, 2008. The
Company leases its processing facility in Louisville, Kentucky, consisting of
approximately 218,000 square feet, from National City Bank of Kentucky, a
wholly-owned subsidiary of National City. (See Transactions with Affiliates,
Note E to Consolidated Financial Statements). The Company's lease for the
Louisville processing facility expires on February 28, 2019. The Company also
leases its operations center in Phoenix, Arizona. The Phoenix facility consists
of approximately 50,000 square feet for which the final lease term expires on
July 31, 1998. The Company's Juarez operation owns and utilizes four properties
totaling 225,000 square feet. The Company's other processing facilities have
varying lease expiration terms and range in size from 3,900 square feet to
41,300 square feet and are located throughout the United States, Barbados,
Dominican Republic, Jamaica, Mexico and Canada. The Company's 26 marketing and
sales offices have varying lease expiration terms and range in size from 100
square feet to 9,000 square feet and are located throughout the United States.
All properties leased and owned by the Company are in good repair and suitable
condition for the purposes for which they are used.
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ITEM 3. LEGAL PROCEEDINGS
-----------------
Various legal actions arising in the ordinary course of business are
pending against the Company. None of the litigation pending against the Company,
individually or collectively, in the opinion of management, is expected to have
a material adverse effect on the Company's financial condition, results of
operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
EXECUTIVE OFFICERS OF THE REGISTRANT*
- -------------------------------------
The Executive Officers of National Processing, Inc. as of April 1, 1998 are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert E. Showalter 61 President and Chief Executive Officer
Robert E. Johnson 51 Executive Vice President, Travel Services
Thomas A. Wimsett 34 Executive Vice President, Merchant Services
Donald J. Kenney 50 Executive Vice President, Corporate Services
Jim W. Cate 46 Executive Vice President and Chief Financial Officer
John L. Leehy 40 Executive Vice President , Merchant Services
Danny L. McDaniel 51 Vice President, Controller & Chief Accounting Officer
</TABLE>
* The description of Executive Officers called for in Part I is included
pursuant to Instruction 2 and 3 to Section (b) of Item 401 of Regulation
S-K.
Set forth below is a brief description of the background of those
executive officers of the Company who are not also Directors of the Company.
Information with respect to the background of those executive officers who are
also Directors of the Company is incorporated herein by reference as set forth
in Part III, Item 10, of the Company's Annual Report on Form 10-K.
MR. JOHNSON has served the Company and its affiliates as Executive Vice
President, Travel Services since 1987. Prior to joining the Company, Mr. Johnson
served in various capacities for 19 years with Eastern Airlines. Mr. Johnson was
also a member of the Board of Directors for the Agent Reporting Plan in Puerto
Rico.
MR. WIMSETT has served the Company and its affiliates as Executive Vice
President of Merchant Services since 1997. Prior to that time Mr. Wimsett served
as Executive Vice President of Merchant Check Services since 1995. Mr. Wimsett
has served in various management positions with the Company since 1985 including
Senior Vice President, Merchant Check Services, Vice President, Remittance
Processing and as Operations Manager for the Juarez and Louisville facilities.
MR. KENNEY will join the Company and its affiliates as Executive Vice President,
Corporate Services in April 1998. Prior to joining the Company, Mr. Kenney was
an Executive Vice President of First of America Bank Corporation where he served
in various management positions since 1986. Mr. Kenney replaces David R. Zook
who resigned in March 1998 to pursue other interests.
MR. CATE has served as Executive Vice President, Chief Financial Officer and
Treasurer for National Processing Company since April 1997 and served in the
same capacity for the Company since May 1997. Mr. Cate served as Senior Vice
President of Finance for National Processing Company from May 1996 until April
1997. Prior to joining the Company, Mr. Cate provided outside consulting
services to MBNA Information Services, Inc., a unit of MBNA Corporation, from
September 1993 until May 1996. Mr. Cate has served MBNA Information Services,
Inc. as Senior Vice President and Chief Financial Officer from 1988 until
September 1993.
MR. LEEHY has served the Company and its affiliates as Executive Vice President
of Merchant Services since October, 1997. Prior to joining the Company, Mr.
Leehy served as President
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and Chief Executive Officer of Financial Alliance Processing Company, a credit
card processing company, from 1993 until October, 1997.
MR. MCDANIEL has served as Vice President and Controller of National Processing
Company since 1995 and has served in the same capacity for the Company since
March, 1997. Prior to joining the Company, Mr. McDaniel served as Vice President
of Finance and Chief Financial Officer of Boston Restaurant Associates, a
restaurant holding company, from 1990 through 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS
---------------------------------------------
The Company's common stock is traded on the New York Stock Exchange
under the symbol NAP. The common stock has been quoted on the New York Stock
Exchange since August 9, 1996, the date of the initial public offering of the
Company's common stock. The quarterly high and low closing price and the final
day's closing price of the Company's common stock for the quarterly periods
since its initial public offering were:
<TABLE>
<CAPTION>
Fiscal year ended December 31, 1996 High Low Close
---- --- -----
<S> <C> <C> <C>
Third Quarter $19.500 $16.250 $19.500
Fourth Quarter $20.625 $15.375 $16.000
Fiscal year ended December 31, 1997
First Quarter $16.125 $7.875 $ 8.000
Second Quarter $11.250 $6.750 $10.250
Third Quarter $11.625 $9.125 $11.125
Fourth Quarter $11.688 $9.375 $ 9.875
</TABLE>
The number of holders of record of the Company's common stock as of
March 23, 1998 was 139. The Company believes that it has significantly more than
139 beneficial holders of its common stock.
The Company has never declared or paid cash dividends on its common
stock and has no plans to pay cash dividends in the foreseeable future. The
declaration and payment of cash dividends on the Company's common stock is at
the discretion of the Company's Board of Directors and any decision to declare a
dividend will be based on a number of factors, including, but not limited to,
earnings, financial condition, borrowing covenants and other factors deemed
relevant.
The name and address of the Company's common stock transfer agent and
registrar is National City Bank, Corporate Trust Operations, Department 5352,
P.O. Box 92301, Cleveland, Ohio, 44193-0900 (1-800-622-6757).
Investors or analysts requiring further information should contact
Thomas A. Ricklovsky, Investor Relations, Department 2145, P.O. Box 5756,
Cleveland, Ohio, 44101-0756 (1-216-575-2126).
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ITEM 6. SELECTED FINANCIAL DATA
-----------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:(1)
Revenues $ 405.7 $ 373.7 $ 339.3 $ 319.5 $ 272.5
Other Income - 3.9 - - -
Operating Expenses 193.4 182.3 173.4 161.9 134.2
Wages and Other Personnel Expenses 101.6 83.2 69.9 73.6 64.3
General and Administrative
Expenses 50.8 49.0 41.8 40.2 36.0
Restructuring Charges 13.3 - - - -
Depreciation and
Amortization 17.8 12.8 10.4 9.6 7.4
------- ------- ------- ------- -------
Income from Operations 28.8 50.3 43.8 34.2 30.6
Net Interest Income (Expense) 4.0 2.8 .6 (.6) (.4)
------- ------- ------- ------- -------
Income Before Income Taxes 32.8 53.1 44.4 33.6 30.2
Provision for Income Taxes 11.7 21.7 18.6 14.3 12.8
------- ------- ------- ------- -------
Net Income $ 21.1 $ 31.4 $ 25.8 $ 19.3 $ 17.4
======= ======= ======= ======= =======
Basic and Diluted Net Income
per Common Share (2) $ 0.42 $ 0.68 $ 0.60 $ 0.45 $ 0.40
======= ======= ======= ======= =======
Average Shares Outstanding (2) 50.7 46.1 43.1 43.1 43.1
BALANCE SHEET DATA:
Working Capital $ 79.3 $ 178.8 $ 64.1 $ 45.6 $ 32.9
Goodwill 170.3 70.6 72.6 73.5 70.0
Total Assets 522.0 418.6 281.3 288.4 209.9
Total Liabilities 185.2 102.9 107.3 140.2 81.0
Shareholders' Equity 336.8 315.7 174.0 148.2 128.9
</TABLE>
(1) The above information includes the impact of the following acquisitions
during the period presented: on February 1, 1993, the Company acquired
JBS Associates, Inc., a check acceptance and collection company; on
January 3, 1994, the Company acquired CTI Logistics, Inc., a freight
payment processor; in December 1995, the Company acquired the
remittance processing business of First Data Resources, Inc.; on
February 4, 1997, the Company acquired NTA, Inc. a freight payment
processing company; on June 18, 1997, the Company acquired the
operating assets and liabilities of Intracon, Inc., a freight payment
processing company; on June 20, 1997, the Company acquired the
operating assets and liabilities of MRS Jamaica, Inc., a healthcare
form processing company; on September 30, 1997, the Company acquired
Caribbean Data Services, Ltd., a data processing company; on October
24, 1997, the Company acquired 79.6% of the outstanding shares of FA
Holdings, Inc., a debit and credit card processor (the Company acquired
the remaining outstanding shares of FA Holdings, Inc. on January 2,
1998). These transactions were accounted for as purchases; accordingly,
the results of operations are included in the consolidated statements
of income from the respective acquisition dates.
(2) Net income per share for 1993, 1994 and 1995 has been calculated based
on 43,100,000 shares outstanding which reflects the retroactive effect
of the 57,465.67 to one stock split effective June 6, 1996. The
adoption in 1997 of Statement on Financial Accounting Standards No.
128, "Earnings per Share", had no effect on reported net income per
share in any of the years presented.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------
GENERAL
The Company is a provider of low-cost, high-volume transaction
processing services and customized processing solutions. The Company deploys
technology and applications software primarily to merchants and other commercial
businesses, corporations and providers of travel-related services.
COMPONENTS OF REVENUE AND EXPENSES
Revenues. The Company's revenues are generated from a variety of
sources. The Company's Merchant Services revenues are primarily derived from
fees paid by merchants for the authorization and settlement of credit and debit
card transactions, exclusive of interchange fees, and for the acceptance of
checks. Merchant fees paid to the Company include assessment fees, which are
amounts charged by credit card associations for clearing services, advertising
and other expenses. Revenues from Corporate Services are derived from
transaction fees for the processing of remittances, accounts payable and freight
bills, and for providing integrated document solutions involving electronic
imaging, archival, processing and payment settlement. Revenues from Travel
Services are dependent on the volume of ticket sales by travel agents on behalf
of airlines. A small portion of revenues are derived from earnings on cash
balances which are maintained by customers pursuant to contract terms. Revenues
derived from services provided to affiliates are immaterial.
Expenses. Operating expenses include all direct costs of providing
services to customers, excluding wages and other personnel expenses. The most
significant components of operating expenses are assessment fees, authorization
fees and data processing expenses. Wages and benefits include wages and benefits
for hourly employees. General and administrative expenses include management
salaries and benefits, facilities maintenance and software applications
programming. Depreciation of property and equipment and software amortization
are recognized on a straight-line basis over the estimated useful life of the
related asset. Amortization of goodwill associated with acquisitions is
recognized over 40 years. Amortization of other costs associated with the
purchase of contracts or other business assets is recognized over varying
periods from three to fifteen years based upon the contract period and projected
revenue stream.
RESULTS OF OPERATIONS
The following table summarized the Company's operating results and sets
forth such results as a percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
OPERATING RESULTS:
(IN MILLIONS)
Revenues $405.7 $373.7 $339.3
Other Income - 3.9 -
Operating Expenses 193.4 182.3 173.4
Wages and Other Personnel Expenses 101.6 83.2 69.9
General and Administrative Expenses 50.8 49.0 41.8
Restructuring Charges 13.3 - -
Depreciation and Amortization 17.8 12.8 10.4
------ ------ ------
Income from Operations 28.8 50.3 43.8
Net Interest Income 4.0 2.8 .6
------ ------ ------
Income Before Income Taxes 32.8 53.1 44.4
Provision for Income Taxes 11.7 21.7 18.6
------ ------ ------
Net Income $ 21.1 $ 31.4 $ 25.8
====== ====== ======
AS A PERCENTAGE OF REVENUES:
Revenues 100.0% 100.0% 100.0%
Other Income - 1.0 -
Operating Expenses 47.7 48.8 51.1
Wages and Other Personnel Expenses 25.0 22.2 20.6
General and Administrative Expenses 12.5 13.1 12.3
Restructuring Charges 3.3 - -
Depreciation and Amortization 4.4 3.5 3.1
------ ------ ------
Income from Operations 7.1 13.4 12.9
Net Interest Income 1.0 .8 .2
------ ------ ------
Income Before Income Taxes 8.1 14.2 13.1
Provision for Income Taxes 2.9 5.8 5.5
------ ------ ------
Net Income 5.2% 8.4% 7.6%
====== ====== ======
</TABLE>
10
<PAGE> 11
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
Revenues: Consolidated revenue increased $32.0 million, or 8.6% to
$405.7 million for the year ended December 31, 1997 from $373.7 million for
1996. The increase was primarily due to revenue gains in Merchant Services and
Corporate Services which offset a revenue decline in Travel Services. Merchant
Card Services revenue increased 6.7% in 1997 compared to 1996 due to increased
transaction volume and an increase in revenue per transaction due to a shift in
mix toward smaller volume customers. This shift in mix was in part due to the
October, 1997 acquisition of FA Holdings, Inc., a credit and debit card
processing company specializing in smaller merchants. Corporate Services revenue
grew 28.2% in 1997. 67% of this growth was due to 1997 acquisitions in the
Company's freight and electronic imaging operations. The Company processed 2.8
billion transactions during 1997, representing a 7.7% transaction volume
increase over the prior year.
The composition of the Company's revenues for these periods is as
follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31
-----------
1997 1996
--------------------------
<S> <C> <C>
Merchant Services 57.6% 59.0%
Corporate Services 31.1% 26.1%
Travel Services 11.3% 14.9%
</TABLE>
Costs and Expenses: Consolidated costs and expenses increased $49.5
million, or 15.1%, to $376.8 million for the year ended December 31, 1997 from
$327.3 million during 1996. The increase was primarily due to higher wages and
other personnel expenses within the Corporate Services operations of electronic
imaging solutions and freight, principally due to 1997 acquisitions; and higher
levels of purchased services as a result of higher business volumes and
increases in software development costs in Merchant Services. Additional
increases resulted from restructuring charges of $6.3 million in the first
quarter of 1997 related to severance pay of $5.1 million and other costs of
$1.2 million resulting from an organizational restructuring and $7.0 million in
the fourth quarter of 1997 resulting principally from the write-off of certain
fixed assets (totaling $5.5 million) related to the consolidation of operations
and facilities following the acquisition of FA Holdings, Inc. The Company has
made significant progress in the consolidation of operations and facilities and
anticipates that future expenses will be reduced from the combined expenses
of the Company and FA Holdings, Inc. as a result of this restructuring.
Depreciation and amortization for the year ended December 31, 1997 was
$17.8 million compared to $12.8 million during 1996. This increase was primarily
due to greater expenditures on fixed assets relating to technology improvements
and increased amortization of intangibles related to the Company's 1997
acquisitions.
These increases were partially offset by lower operating costs at Travel
Services.
Net Income: Net income for the year ended December 31, 1997 decreased
32.6% to $21.1 million from $31.4 million for the year ended December 31, 1996.
The decrease resulted principally from the $13.3 million of restructuring
charges in 1997 and a 1996 $3.9 gain on the sale of a portfolio of merchant
contracts.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
Revenues. Consolidated revenues increased $34.4 million, or 10.1% to
$373.7 million for the year ended December 31, 1996 from $339.3 million for the
comparable 1995 period. The increase was primarily due to revenue gains in
Merchant Services and Corporate Services which offset a small revenue decline in
Travel Services. Merchant Card Services revenue increased 11.2% in 1996 compared
to 1995 due to increased transaction volume. Corporate Services revenue growth
of 28.4% was attributable to strong performances of the Company's electronic
imaging solutions and remittance operations, which realized revenue increases of
41.8%, and 61.1%, respectively. The acquisition of the remittance processing
business of First Data Resources, Inc. in December 1995 accounted for
approximately two-thirds of the revenue growth in the remittance line of
business. The Company processed 2.6 billion transactions during 1996,
representing a 13.0% transaction volume increase over the prior year.
11
<PAGE> 12
The composition of the Company's revenues for these periods is as
follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31
-----------
1996 1995
--------------------------
<S> <C> <C>
Merchant Services 59.0% 60.8%
Corporate Services 26.1% 23.8%
Travel Services 14.9% 15.4%
</TABLE>
Other Income. During the fourth quarter of 1996, the Company entered
into a contract with PMT Services ("PMTS") to provide merchant card services.
Coincident with this arrangement, the Company sold to PMTS a portfolio of card
and check contracts. Accordingly, the Company recognized a $3.9 million gain
related to this portfolio sale, which has been recorded as other income.
Costs and Expenses: Consolidated costs and expenses increased $31.8
million, or 10.8%, to $327.3 million for the year ended December 31, 1996 from
$295.5 million during the comparable 1995 period. The increase was primarily due
to higher wages and benefits within the remittance operation and higher levels
of purchased services within the Merchant Services group as a result of higher
business volumes. In addition to volume related increases in operating expense,
general and administrative expenses increased approximately $7.2 million as a
result of stronger marketing efforts and additional overhead expenses associated
with operating as a public company.
Uncollectible check expense, included in operating expenses, increase
to $34.9 million for the year ended December 31, 1996 from $30.5 million in
1995. This increase reflects the impact of higher guarantee volume and guarantee
mix changes.
Depreciation and amortization for the year ended December 31, 1996 was
$12.8 million compared to $10.4 million during 1995. This increase was primarily
due to greater expenditures on fixed assets relating to technology improvements.
Net Income. Net income for the year ended December 31, 1996 increased
21.7% to $31.4 million from $25.8 million for the year ended December 31, 1995.
The increase resulted from revenue growth, improved gross margins, and a
one-time gain from the card and check portfolio sale to PMTS.
LINE OF BUSINESS REVIEW
The composition of the Company's statements of income by line of business
follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------------------------------------------------------------------------------
Merchant Services Corporate Services Travel Services
---------------------------------------------------------------------------------------------------------
(In Thousands) 1997 1996 1995 1997 1996 1995 1997 1996 1995
- --------------------- ----------- ----------- ---------- ----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $233,550 $218,825 $206,181 $126,377 $98,591 $76,804 $45,734 $56,276 $56,310
Other income - 3,868 - - - - - - -
Cost and expenses 203,162 186,334 174,964 105,431 80,965 63,284 34,101 41,540 40,782
------- -------- -------- - ------- ------- ------- ------- ------- -------
Operating profit
before indirect
expenses 30,388 36,359 31,217 20,946 17,626 13,520 11,633 14,736 15,528
Indirect general
administrative
expenses 9,381 8,574 7,716 7,530 5,844 4,684 3,839 3,853 4,106
Restructuring
charges - - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income from operations 21,007 27,785 23,501 13,416 11,782 8,836 7,794 10,883 11,422
Net interest
income 117 488 313 23 199 177 28 289 130
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before
income taxes 21,124 28,273 23,814 13,439 11,981 9,013 7,822 11,172 11,552
Provision for
income taxes 8,908 12,303 10,207 4,796 4,996 3,732 3,035 4,613 4,634
------- ------- ------- ------ ------ ------- ------ ------- -------
Net income $12,216 $15,970 $13,607 $ 8,643 $ 6,985 $5,281 $ 4,787 $ 6,559 $ 6,918
---------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 13
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------------------------------------------------
Corporate Consolidated
----------------------------------- --------------------------------------
(In Thousands)
- --------------------------------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $405,661 $373,692 $339,295
Other income - - - - 3,868 -
Cost and expenses 57 206 - 342,751 309,045 279,030
-------- -------- ------- -------- -------- --------
Operating profit
before indirect
expenses (57) (206) - 62,910 68,515 60,265
Indirect general and
administrative
expenses - - - 20,750 18,271 16,506
Restructuring
charges 13,340 - - 13,340 - -
-------- -------- ------- -------- -------- --------
Income (loss) from
operations (13,397) (206) - 28,820 50,244 43,759
Net interest income 3,833 1,807 - 4,001 2,783 620
-------- -------- ------- -------- -------- --------
Income before income
taxes (9,564) 1,601 - 32,821 53,027 44,379
Provision for income
taxes (5,045) (238) - 11,694 21,674 18,573
-------- -------- ------- -------- -------- --------
Net income ($ 4,519) $ 1,839 $ - $ 21,127 $ 31,353 $ 25,806
---------------------------------------------------------------------------
</TABLE>
Indirect general and administrative expenses are allocated to the lines of
business based upon various methods determined by the nature of the expenses.
The Corporate entity reflects interest income and related expenses from the
proceeds of the Company's August, 1996 initial public offering, restructuring
charges of $6.3 million in the first quarter of 1997 related to severance pay
and other costs resulting from organizational restructuring and $7.0 million in
the fourth quarter of 1997 for the consolidation of operations and facilities
following the acquisition of FA Holdings, Inc., and the related income tax
expenses.
The following is an analysis of the Company's income as derived from its
three lines of business, Merchant Services, Corporate Services and Travel
Services.
Merchant Services
Merchant Services authorizes, processes and settles credit and debit card
transactions and authorizes and collects checks for a variety of merchants.
Historically, the Company has derived a substantial portion of its merchant card
revenues from larger merchants. The October 1997 acquisition of FA Holdings,
Inc., a debit and credit card processor specializing in smaller merchants will
increase future revenues from smaller merchants. In this competitive pricing
environment, the Company is continually negotiating customer contracts during
which it encounters both client gains and losses. The ability to successfully
renew and obtain merchant contracts is significant to preserving and growing
marginal profit. Net income was $12.2 million, $16.0 million and $13.6 million
for 1997, 1996, and 1995, respectively. The decrease in 1997 net income from
1996 resulted principally from a $3.9 million gain from the 1996 sale of a
portfolio of merchant contracts and increases in 1997 merchant card costs
associated with technology enhancements and purchased services. These decreases
in pre-tax income were partially offset by reductions in income tax expense
resulting from lower taxable income and lower state tax burdens. The increase in
1996 net income from 1995 resulted principally from the 1996 sale of the
portfolio of merchant contracts.
Corporate Services
Corporate Services processes remittances, accounts payable and freight
bills and provides integrated document solutions involving electronic imaging,
archival, processing and payment settlement. Net income was $8.6 million, $7.0
million, and $5.3 million for 1997, 1996, and 1995, respectively. The increase
in 1997 net income from 1996 resulted from 1997 acquisitions in the Company's
freight and electronic imaging operations and from reductions in 1997 income tax
expense due to lower state tax burdens. These amounts were partially offset by a
vendor settlement which increased pre-tax income by approximately $1.1 million
in 1996 and start-up costs in 1997 related to the Company's new imaging
technologies. The increase in 1996 net income from 1995 resulted principally
from the Company's remittance and electronic imaging solutions operations which
realized increased
13
<PAGE> 14
volumes and revenues in 1996, including increases due to the acquisition of an
operation of First Data Resource, Inc., in December 1995.
Travel Services
Travel Services principally settles airline ticket purchases made through
travel agents on behalf of airlines and thus derives a substantial portion of
its revenues from an exclusive long-term contract with the Airlines Reporting
Corporation ("ARC"). The Company is compensated on a "cost plus" basis under
this contract which expires in December 2001. Net income was $4.8 million, $6.6
million and $6.9 million for 1997, 1996, and 1995, respectively. The decrease in
1997 from 1996 and 1995 resulted principally from certain projects, pursuant to
the ARC contract, for which the Company earned revenues and profit bonuses in
1996 and 1995 that were not available in 1997. These developments decreased net
income approximately $1.2 million in 1997. The Company expects that the loss of
these bonuses offset by a reduction in labor costs will reduce net income
associated with the ARC contract by an additional $.5 million in each subsequent
year through the end of the current contract term. Start-up costs associated
with the Company's new Commission Express product also contributed to the
decrease in net income for 1997. These reductions in net income were partially
offset by decreases in income tax expense resulting from lower taxable income
and decreases in state tax burdens.
SEASONALITY
The Company experiences seasonality in its businesses, particularly in
its Merchant Services and Travel Services business. The Company typically
realizes higher revenues in the third and fourth calendar quarters and lower
revenues in the first calendar quarter, reflecting increased transaction volumes
and travel in the summer and holiday months and a decrease in transaction volume
during the quarter immediately following the holiday season.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary uses of capital resources include acquisitions,
capital expenditures and working capital. Future business acquisitions may be
funded through current liquidity, borrowed funds, and/or issuances of common
stock.
The Company's capital expenditures include amounts for computer systems
hardware and software as well as scanning and other document processing
equipment. During the year ended December 31, 1997, the Company's capital
expenditures totaled $28.3 million. Such expenditures were principally financed
from operating cash flow, which totaled approximately $34.6 million. Operating
cash flow during the year ended December 31, 1996 totaled $34.8 million. Capital
expenditures for 1996 were $35.3 million. The Company expects capital
expenditures for 1998 to be approximately $35 million principally to enhance
processing capabilities in Merchant Services and Corporate Services.
As the Company does not carry significant amounts of inventory and
historically has experienced short collection periods for its accounts
receivable, it does not require substantial working capital to support its
revenue growth. Working capital requirements will vary depending upon future
acquisition activity. Increases in working capital needs are expected to be
financed through operating cash flow and current cash and investment balances.
The Company maintains cash balances held on behalf of clients pending
distribution to vendors which are shown on the balance sheet as assets and
equivalent, offsetting liabilities. These cash balances totaled approximately
$83.2 million and $50.0 million as of December 31, 1997 and 1996, respectively.
From time to time, the Company also maintains cash deposits from certain
Merchant Card Services customers as collateral for potential contingent
liabilities that are the responsibility of such customers. At December 31, 1997,
and December 31, 1996, the amount of such cash deposits was immaterial.
YEAR 2000
This section contains certain forward-looking statements (as defined in
the Private Securities Litigation Reform Act of 1995). These forward-looking
statements may involve significant risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from the results discussed in
these forward-looking statements.
The Company's Year 2000 Project Team is well into identifying and
addressing the technical and business remedies necessary to prepare for the
century change. This process involves modifying or replacing certain hardware
and software maintained by the Company as well as communicating with external
service providers to ensure they are taking the appropriate actions to remedy
their Year 2000 issues. Management expects to have substantially all of the
system and application changes completed by the end of 1998 and believes that
its level of preparedness is appropriate. The Company could be materially
adversely affected by the century date change to the extent it or affiliated
entities are unsuccessful in addressing this issue.
The Company estimates that the total cumulative cost of the project
will be approximately $5.0 million, which includes both internal and external
personnel costs related to modifying the systems as well as the cost of
purchasing or leasing certain hardware and software. Purchased hardware and
software will be capitalized in accordance with normal policy. Personnel and all
other costs related to the project are being expensed as incurred.
The costs of the project and the expected completion dates are based on
management's best estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
REPORTING COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income. This statement establishes standards for reporting the
components of comprehensive income and requires that all items that are required
to be recognized under accounting standards as components of comprehensive
income be included in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income includes net
income as well as certain items that are reported directly within a separate
component of shareholders' equity and bypass net income. The provisions of this
statement are effective beginning with 1998 interim reporting. These disclosure
requirements will have no impact on financial position or results of
operations.
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131. Disclosures about Segments of an Enterprise and Related Information. The
provisions of this statement require disclosure of financial and descriptive
information about an enterprise's operating segments in annual and interim
financial reports issued to shareholders. The statement defines an operating
segment as a component of an enterprise that engages in business activities that
generate revenue and incur expense, whose operating results are regularly
reviewed by the chief operating decision maker in the determination of resource
allocation and assessment of performance, and for which discrete financial
information is available. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. This
statement is effective for fiscal years beginning after December 15, 1997,
however, it is not required to be applied for interim reporting in the initial
year of application. The Company is currently evaluating the impact of this
statement on the disclosures included in its annual and interim period financial
statements.
INTERNAL USE SOFTWARE
In March 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP), 98-1 Internal Use Software. This statement requires
the capitalization of costs to develop or obtain internal use software after
certain conditions are met. This statement is effective for fiscal years
beginning after December 15, 1997. Because the Company's current policy is not
significantly different from this statement, this statement will have no
significant impact on the financial position or results of operations of the
Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
See Index to Consolidated Financial Statements at Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
Not applicable
14
<PAGE> 15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Executive officers of the Registrant are listed on page 7 in Part I of
the Annual Report on Form 10-K. Directors are incorporated by reference
from the Company's Proxy Statement dated March 31, 1998.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Incorporated by reference from the Company's Proxy Statement dated
March 31, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
Incorporated by reference from the Company's Proxy Statement dated
March 31, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Incorporated by reference from the Company's Proxy Statement dated
March 31, 1998.
15
<PAGE> 16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(A) 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
DESCRIPTION PAGE NUMBER IN REPORT
----------- ---------------------
<S> <C>
Report of Independent Auditors 18
Consolidated Balance Sheets as of December 31, 1997 19
and 1996
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1997 21
Consolidated Statements of Changes in Shareholders'
Equity for each of the three years in the period
ended December 31, 1997 22
Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1997 23
Notes to Consolidated Financial Statements 24
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
Omitted due to inapplicability or because the required
information is immaterial to the Company's financial
statements.
3. EXHIBITS
The index of exhibits has been filed as separate pages on the
1997 Form 10-K and is available to shareholders on request
from the Secretary of the Company at the principal executive
offices. Copies of the exhibits may be obtained at a cost of
30 cents per page.
(B) REPORTS ON FORM 8-K.
November 10, 1997: On October 24, 1997, National Processing,
Inc. completed the initial stage of its acquisition of FA
Holdings, Inc. (FA). The initial stage involved the
acquisition of 68.3% of the then issued and outstanding common
stock of FA for $37,219,244 and the purchase of 60,001 newly
issued shares of common stock directly from FA for
$30,000,000. As a result, National Processing, Inc. owns 79.6%
of the total shares of common stock of FA.
The financial statements of the business acquired and related
pro forma financial information were provided by amendment to
Form 8-K on January 9, 1998.
FA Holdings, Inc. is the sole owner of Financial Alliance
Processing Services, Inc., an independent sales organization
that specializes in selling credit and debit card processing
services to smaller merchants.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 30, 1998.
NATIONAL PROCESSING, INC.
By: /s/ Jim W. Cate
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Showalter President, Chief Executive Officer and
- --------------------------- Director (Principal Executive Officer) March 30, 1998*
Robert E. Showalter
/s/ Jim W. Cate Executive Vice President and Chief
- --------------------------- Financial Officer(Principal
Jim W. Cate Financial Officer) March 30, 1998
/s/ Danny L. McDaniel Vice President and Controller March 30, 1998
- --------------------------- (Principal Accounting Officer)
Danny L. McDaniel
/s/ James R. Bell III Director March 30, 1998*
- ---------------------------
James R. Bell III
Director March 30, 1998
- ---------------------------
William R. Robertson
/s/ Robert G. Siefers Director March 30, 1998*
- ---------------------------
Robert G. Siefers
Director March 30, 1998
- ---------------------------
Delroy R. Hayunga
/s/ Aureliano Gonzalez-Baz Director March 30, 1998*
- ---------------------------
Aureliano Gonzalez-Baz
/s/ Christos M. Cotsakos Director March 30, 1998*
- ---------------------------
Christos M. Cotsakos
Director March 30, 1998
- ---------------------------
Preston B. Heller, Jr.
</TABLE>
- - *The undersigned by signing his name hereto, does sign and execute the
Annual Report on Form 10-K for fiscal year 1997 pursuant to the Power of
Attorney executed by the above named Directors of the Company and which
have been filed with the Securities Exchange Commission on behalf of such
directors.
By: /s/ Carlton E. Langer
------------------------
Carlton E. Langer
as Attorney-in-Fact
17
<PAGE> 18
REPORT OF INDEPENDENT AUDITORS
The Shareholders
National Processing, Inc.
We have audited the accompanying consolidated balance sheets of
National Processing, Inc. and subsidiaries (a majority owned subsidiary of
National City Corporation) as of December 31, 1997 and 1996, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
National Processing, Inc. and subsidiaries at December 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
Cleveland, Ohio
February 20, 1998
/s/ Ernst & Young LLP
18
<PAGE> 19
NATIONAL PROCESSING, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------
ASSETS 1997 1996
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 38,887 $ 3,330
Securities available for sale 1,188 122,402
Accounts receivable-trade 104,752 91,239
Check inventory 7,395 6,423
Restricted deposits--customer funds 83,183 50,029
Deferred tax assets 10,941 1,256
Other current assets 10,064 2,477
------- -------
Total current assets 256,410 277,156
Property and equipment:
Furniture and equipment 94,976 80,702
Building and leasehold improvements 15,679 15,376
Software 16,219 12,455
Property leased from affiliate 4,173 4,173
Land and improvements 1,591 855
------- -------
132,638 113,561
Accumulated depreciation and amortization 66,467 56,554
------- ------
66,171 57,007
Other assets:
Goodwill, net of accumulated amortization
of $10,616 in 1997, $7,955 in 1996 170,327 70,631
Acquired merchant portfolios 21,115 5,929
Deferred costs and other intangibles 8,004 7,837
------- -------
Total other assets 199,446 84,397
------- ------
Total assets $ 522,027 $ 418,560
========= =========
</TABLE>
See notes to consolidated financial statements.
19
<PAGE> 20
NATIONAL PROCESSING, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
---- ----
<S> <C> <C>
Current liabilities:
Restricted deposits--customer funds $ 83,183 $ 50,029
Accounts payable--trade 5,209 8,089
Merchant payable--check services 7,271 6,466
Accrued bankcard assessments 19,806 17,218
Income tax payable to NCC 4,262 1,910
Acquisition balance due 26,781 --
Other accrued liabilities 30,551 14,672
-------- --------
Total current liabilities 177,063 98,384
Obligation under property leased from affiliate 2,591 2,527
Other long-term liabilities 2,674 -
Deferred tax liabilities 2,874 1,951
-------- --------
Total liabilities 185,202 102,862
Shareholders' equity:
Preferred stock, without par value;
5,000,000 shares authorized;
no shares issued or outstanding -- --
Common stock, without par value;
95,000,000 shares authorized;
50,575,000 shares issued 1 1
Contributed capital 175,215 175,215
Retained earnings 161,609 140,482
-------- --------
Total shareholders' equity 336,825 315,698
-------- --------
Total liabilities and shareholders' equity $522,027 $418,560
======== ========
</TABLE>
See notes to consolidated financial statements.
20
<PAGE> 21
NATIONAL PROCESSING, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenues $405,661 $373,693 $339,295
Other income - 3,868 -
Operating expenses 193,352 182,291 173,362
Wages and other personnel expenses 101,573 83,220 69,944
General and administrative expenses 50,750 48,959 41,807
Restructuring charges 13,340 - -
Depreciation and amortization 17,826 12,847 10,423
-------- -------- --------
Income from operations 28,820 50,244 43,759
Net interest income 4,001 2,783 620
-------- -------- --------
Income before income taxes 32,821 53,027 44,379
Provision for income taxes 11,694 21,674 18,573
-------- -------- --------
Net income $ 21,127 $ 31,353 $ 25,806
======== ======== ========
Basic and diluted net income per
common share $ 0.42 $ 0.68 $ 0.60
======== ======== ========
</TABLE>
See notes to consolidated financial statements.
21
<PAGE> 22
NATIONAL PROCESSING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON CONTRIBUTED RETAINED
STOCK CAPITAL EARNINGS TOTAL
----- ------- -------- -----
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ 1 $ 64,825 $ 83,323 $148,149
Net income - - 25,806 25,806
-------- -------- -------- --------
Balance at December 31, 1995 1 64,825 109,129 173,955
Issuance of common stock (7,475,000 shares) - 110,390 - 110,390
Net income - - 31,353 31,353
-------- -------- -------- --------
Balance at December 31, 1996 1 175,215 140,482 315,698
Net Income - - 21,127 21,127
-------- -------- -------- --------
Balance at December 31, 1997 $ 1 $175,215 $161,609 $336,825
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
22
<PAGE> 23
NATIONAL PROCESSING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
OPERATING ACTIVITIES 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net income $ 21,127 $ 31,353 $ 25,806
Items not requiring cash currently:
Depreciation and amortization 17,826 12,847 10,423
Restructuring charges 10,552 - -
Deferred income taxes (3,803) 917 (812)
Changes in current assets and liabilities:
Accounts receivable (4,590) (8,830) (11,785)
Check inventory (972) (47) 1,470
Accounts payable--trade (4,694) (1,536) 5,163
Merchant payable--check services 805 (841) (940)
Accrued bankcard assessments 2,588 (79) 4,508
Income taxes payable/receivable 2,225 643 2,919
Other current assets/liabilities (4,565) (1,325) 1,411
Other, net (1,880) 1,725 1,951
--------- --------- ---------
Net cash provided by operating activities 34,619 34,827 40,114
INVESTING ACTIVITIES
Capital expenditures (28,286) (35,345) (11,244)
Purchases of securities available for sale (444,422) (405,886) -
Proceeds from sales and maturities of securities
available for sale 565,671 283,484 -
Acquisitions, net of cash acquired (91,881) - (8,466)
Other - (6,614) -
--------- --------- ---------
Net cash provided by (used for) investing activities 1,082 (164,361) (19,710)
FINANCING ACTIVITIES
Principal payments under property
leased from affiliate (144) (144) (144)
Net proceeds from issuance of common stock 110,390 -
Due to affiliates - - (14,421)
--------- --------- ---------
Net cash (used for) provided by financing activities (144) 110,246 (14,565)
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents 35,557 (19,288) 5,839
Cash and cash equivalents, beginning of year 3,330 22,618 16,779
--------- --------- ---------
Cash and cash equivalents, end of year $ 38,887 $ 3,330 $ 22,618
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Taxes paid $ 14,358 $ 18,912 $ 15,400
</TABLE>
See notes to consolidated financial statements.
23
<PAGE> 24
NATIONAL PROCESSING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. ORGANIZATION AND BUSINESS
ORGANIZATION
National Processing, Inc. and subsidiaries, (the "Company") (a majority
owned subsidiary of National City Corporation ("NCC"), a bank holding company
headquartered in Cleveland, Ohio) became the owner of all of the outstanding
shares of National Processing Company ("NPC") on June 5, 1996. In connection
with its organization, the Company issued 43,100,000 shares of common stock
(after giving retroactive effect to the 57,465.67 to 1 stock split which was
effective June 6, 1996) to NCC, and NCC contributed the common stock of NPC
(then a wholly-owned subsidiary of NCC) to the Company. Since both the Company
and NPC are subsidiaries of NCC, this transfer of assets was accounted for on
the basis of historical cost. The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions are eliminated in consolidation.
In August 1996, the Company sold 7,475,000 shares of its common stock
in an initial public offering at a price of $16.50 per share ($110,390,000 net
of underwriting expenses). Following the initial public offering, NCC owned 85%
of the Company's outstanding common stock. In May 1997, NCC purchased 1,265,000
shares of the Company's common stock in the open market and currently owns
approximately 88% of the Company's outstanding common stock.
The Company and NCC are parties to a Registration Rights Agreement
whereby NCC has the right to require the Company to use its best efforts to
register under the Securities Act of 1933, as amended, all or a portion of the
issued and outstanding common stock held by NCC. NCC also has the right to
participate, or "piggy-back", in equity offerings initiated by the Company,
subject to reduction of the size of the offering on the advice of the managing
underwriter.
BUSINESS
The Company is a leading provider of transaction processing services
and customized processing solutions. The Company currently provides these
services in three principal areas: Merchant Services, Corporate Services and
Travel Services. Within Merchant Services, the Company focuses primarily on
markets for credit and debit card processing and for check acceptance and
collection. The Company's Corporate Services business provides integrated
outsourcing solutions for customers' remittance processing, freight bill
processing, corporate accounts payable and imaging functions. Customers of the
Company's Merchant Services and Corporate Services are diverse in terms of both
industries and size with no significant concentration in any particular industry
or customer type. Through an exclusive long-term contract with the Airlines
Reporting Corporation ("ARC"), Travel Services acts as a processor and clearing
house of all airline ticket payment transactions generated by travel agents in
the United States.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
Financial statements prepared in accordance with generally accepted
accounting principles necessitate the use of estimates and assumptions by
management that affect the reported amounts of revenues and expenses, assets and
liabilities, and the disclosure requirement for contingent assets and
liabilities during and at the date of the financial statements. As a
consequence, actual results could differ from those estimates.
REVENUE RECOGNITION
The Company recognizes as fee income the amounts charged by its various
businesses for the related processing activities. All revenues are recognized at
the time services are rendered.
CASH, CASH EQUIVALENTS AND SECURITIES AVAILABLE FOR SALE
Cash equivalents consist of highly liquid bank overnight repurchase
agreements which are readily convertible to cash. Securities available for sale
are short-term, tax-exempt, marketable securities which are stated at cost which
approximates fair market value.
24
<PAGE> 25
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash equivalents,
marketable securities, accounts receivable, restricted deposits, accounts
payable, merchants payable, and payables to affiliates. The carrying values of
these financial instruments approximate their fair values.
CHECK INVENTORY
The amount paid for checks submitted to the Company by merchants
participating in its various check guarantee programs are recorded in an
inventory account at the amount the Company deems ultimately collectible,
subject to revision based on a continual review of collection statistics. The
check inventory is classified as current in accordance with trade practice.
RESTRICTED DEPOSITS--CUSTOMER FUNDS
The Company's travel and freight processing businesses regularly
receive funds, as part of the settlement process, in advance of the related
disbursement. Such monies are set aside in restricted accounts and a liability
is recorded for an equal and offsetting amount. As such, customer funds are not
eligible for use by the Company in its operations other than to pay related
liabilities. In all cases, customer funds are invested in highly liquid,
investment grade interest bearing securities. Investment of customer funds in
equity securities is prohibited by the Company's investment guidelines
established by the Board of Directors.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and depreciated on a
straight-line basis over the estimated useful life or term of the lease,
whichever is shorter. Maintenance and repairs are expensed as incurred, while
improvements that extend the useful life of the related asset are capitalized
and depreciated over the remaining life of the related asset. The ranges of
estimated useful lives are as follows:
Furniture and equipment 3 to 10 years
Building and leasehold improvements 5 to 40 years
Property leased from affiliates 35 years
Land improvements 15 years
Software 3 to 5 years
Upon the sale or disposal of property or equipment, the cost and
accumulated depreciation accounts are adjusted accordingly and any gain or loss
is recognized in income. Depreciation expense was $14.2 million, $10.3 million,
and $8.1 million in 1997, 1996, and 1995, respectively.
The Company capitalizes certain costs incurred to develop or obtain
internal-use software. For purposes of amortization and impairment, capitalized
costs are treated in the same manner as other long-lived assets. To be
considered as internal-use software the software is either acquired, internally
developed, or modified solely to meet the Company's internal needs with no plans
to market the software externally. For the year ended December 31, 1997 and
1996, the Company capitalized $7.6 million and $6.1 million of internally
developed software costs, respectively. Project costs that are considered
research and development costs are expensed as incurred.
Capitalized software development and purchased software costs are
recorded at cost. Commencing the month following project completion, these
costs are amortized on a straight-line basis over the estimated life of the
software, not to exceed five years. For the years ended December 31, 1997, 1996
and 1995, the Company recorded $1.3 million, $1.3 million and $.6 million of
amortization of capitalized software costs, respectively.
25
<PAGE> 26
ACQUIRED MERCHANT PORTFOLIOS
Acquired merchant portfolios represent costs allocated to customer
contracts acquired through acquisitions. These costs are amortized on a
straight-line basis over periods ranging from 7 to 15 years.
DEFERRED CONTRACT COSTS
Other assets include $5.8 and $7.4 million of deferred contract costs
in 1997 and 1996 respectively. Deferred contract costs represent costs incurred
to acquire new customer contracts and internal non-recurring and incremental
expenditures directly related to and incurred during the start-up phase of major
new customer contracts. These costs are amortized on a straight-line basis over
the life of the customer contract. Recoverability of these costs is assessed on
an ongoing basis and writedowns to net realizable values are recorded as
necessary.
ACQUISITIONS
Operations of companies acquired in purchase transactions are included
in the consolidated statements of income from the respective acquisition dates.
The excess of the purchase price over the net assets acquired (goodwill) is
amortized on a straight-line basis over 40 years.
LONG-LIVED ASSETS
The ongoing value and remaining useful life of intangible assets are
subject to periodic evaluation. The Company currently expects the carrying
amounts to be fully recoverable. If events and circumstances indicate that
intangible assets might be impaired, an undiscounted cash flows methodology
would be used to determine whether an impairment loss should be recognized.
MERCHANT PAYABLE--CHECK SERVICES
As part of its check services operation, the Company reimburses
merchants for checks that are dishonored. The liability to merchants for
returned checks guaranteed by the Company is established in part based upon an
estimate of the volume of checks accepted by the various merchants which are
expected to be dishonored. Differences between the estimated and actual merchant
guaranteed check liability are recorded at the time the checks are acquired from
the merchants.
ACCRUED BANKCARD ASSESSMENTS
The liability to the VISA(R) and MasterCard(R) organizations
originating from the Company's agreements with these agencies, as an authorized
processor, is accrued and settled on a monthly and quarterly basis,
respectively. The Company recovers these assessment charges through various
contractual arrangements with its customers.
INCOME TAXES
The Company is included in the consolidated federal income tax return
of NCC. NCC's policy is to allocate income taxes to its subsidiaries on a
separate return basis.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
C. RECENT ACCOUNTING PRONOUNCEMENTS
REPORTING COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income. This statement establishes standards for reporting the
components of comprehensive income and requires that all items that are required
to be recognized under accounting standards as components of comprehensive
income be included in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income includes net
income as well as certain items that are reported directly within a separate
component of shareholders' equity and bypass net income. The provisions of this
statement are effective beginning with 1998 interim reporting. These disclosure
requirements will have no impact on financial position or results of
operations.
26
<PAGE> 27
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131. Disclosures about Segments of an Enterprise and Related Information. The
provisions of this statement require disclosure of financial and descriptive
information about an enterprise's operating segments in annual and interim
financial reports issued to shareholders. The statement defines an operating
segment as a component of an enterprise that engages in business activities that
generate revenue and incur expense, whose operating results are regularly
reviewed by the chief operating decision maker in the determination of resource
allocation and assessment of performance, and for which discrete financial
information is available. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. This
statement is effective for fiscal years beginning after December 15, 1997,
however, it is not required to be applied for interim reporting in the initial
year of application. The Company is currently evaluating the impact of this
statement on the disclosures included in its annual and interim period financial
statements.
INTERNAL USE SOFTWARE
In March 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP), 98-1 Internal Use Software. This statement requires
the capitalization of costs to develop or obtain internal use software after
certain conditions are met. This statement is effective for fiscal years
beginning after December 15, 1997. Because the Company's current policy is not
significantly different from this statement, this statement will have no
significant impact on the financial position or results of operations of the
Company.
D. ACQUISITIONS
On February 4, 1997, the Company acquired all of the outstanding shares
of NTA, Inc., a freight payment processing company. On June 19, 1997, the
Company acquired the operating assets and liabilities of InTraCon, Inc., a
freight payment processing company. On June 20, 1997, the Company acquired the
operating assets and liabilities of MRS Jamaica, Inc., a healthcare form
processing company. On September 30, 1997, the Company acquired all of the
outstanding shares of Caribbean Data Services, Ltd., a data processing company.
The combined purchase price of these acquisitions was $30.3 million in cash and
$4.3 million in notes payable. $2.1 million of the notes were paid off in
October 1997, and the balance, plus accrued interest at 5.125% are due and
payable $1.1 million in June 1998 and $1.1 million in February 1999. The MRS
Jamaica, Inc. purchase price is subject to increase by as much as $3.25 million
based upon the earnings of the acquired company during its initial twelve months
of operations. The acquisitions which have been accounted for as purchases,
increased the Company's goodwill by $28.4 million which is being amortized over
40 years. The results of operations of these acquired companies, which are not
material, have been included in the consolidated financial statements since
their respective dates of acquisition.
On October 24, 1997, the Company acquired 79.6% of the outstanding
common stock of FA Holdings, Inc., the sole owner of Financial Alliance
Processing Services, Inc. ("Financial Alliance"), for $67.2 million. Financial
Alliance is an independent sales organization specializing in selling credit and
debit card processing services to smaller merchants. The Company acquired the
remaining 20.4% of the common stock for $26.8 million in January 1998. The
acquisition, which has been accounted for as a purchase, increased the Company's
goodwill by $73.3 million which is being amortized over 40 years. The results of
operations of Financial Alliance have been included in the consolidated
financial statements since its acquisition date of October 24, 1997.
27
<PAGE> 28
The follow unaudited pro forma information gives effect to the
Financial Alliance acquisition as if it occurred January 1, 1996 (in thousands,
except per share amounts).
<TABLE>
<CAPTION>
Years Ended December 31
-----------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenues $ 432,325 $ 411,948
========= =========
Income before income taxes $ 32,733 $ 48,759
========= =========
Net income $ 19,364 $ 26,910
========= =========
Basic and diluted net income per common share $0.38 $0.58
===== =====
</TABLE>
The pro forma results include the effect of all material adjustments
related to the acquisition and have been prepared using calculations based upon
assumptions deemed reasonable by the Company. The pro forma information is
presented for informational purposes only and is not necessarily indicative of
results that would have occurred had the acquisition taken place on January 1,
1996, nor are they necessarily indicative of future results.
Supplemental cash flow information related to all 1997 acquisitions is
as follows (dollars in thousands):
<TABLE>
<S> <C>
Net assets other than cash acquired $ (19,672)
Purchase price in excess of net assets acquired (101,190)
Notes and payables due 28,981
---------
Net cash used for acquisitions $ (91,881)
==========
</TABLE>
E. TRANSACTIONS WITH AFFILIATES
The Company leases certain facilities from National City Bank of
Kentucky ("NCBK"), a wholly-owned subsidiary of NCC, under long-term agreements
classified as "Property Leased From Affiliate" in the accompanying financial
statements. Future minimum payments under these leases, which expire between
1999 and 2019, are $4.6 million, including interest of $2.1 million.
The Company uses the proof and transit department of NCBK to provide
processing for remittances. The charges for these services, which are included
in operating expenses, were $5.5 million in 1997, $4.1 million in 1996 and $3.7
million in 1995.
The Company receives certain administrative services, such as internal
audit and legal, from NCC and its affiliates. Charges for these services are
included in general and administrative expenses and totaled $3.1 million, $3.4
million, and $3.9 million in 1997, 1996, and 1995, respectively.
F. OTHER INCOME
During the fourth quarter of 1996, the Company sold a portfolio of card and
check contracts. The Company recognized a $3.9 million gain related
to this portfolio sale which has been recorded as other income.
G. OPERATING LEASES
The Company leases various offices, facilities and equipment under
noncancellable lease agreements with expiration dates through 2008. During the
normal course of business, most of these leases will be renewed or replaced by
other leases. Future minimum rental payments under these leases are $5.8 million
in 1998; $3.9 million in 1999; $3.1 million in 2000; $2.0 million in 2001; $1.5
million in 2002 and $8.4 million thereafter. Rent expense under operating leases
was $7.0 million, $6.0 million, and $5.6 million in 1997, 1996 and 1995,
respectively.
28
<PAGE> 29
H. INCOME TAXES
The provision for income taxes consists of the following (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current Federal $14,354 $16,457 $14,826
Deferred Federal (3,803) 917 (812)
State 1,143 4,300 4,559
------ ------- -------
$11,694 $21,674 $18,573
======== ======= =======
</TABLE>
The temporary differences that gave rise to deferred tax assets and
liabilities are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31
-----------
Deferred tax assets: 1997 1996
---- ----
<S> <C> <C>
Accrued expenses $ 3,608 $ 412
Pension, benefits and deferred
compensation 5,037 844
Other 2,296 -
------ --------
10,941 1,256
Deferred tax liabilities:
Depreciation and amortization 41 (1,433)
Purchase accounting adjustments (1,934) -
Other (981) (518)
------ --------
(2,874) (1,951)
------ --------
Net deferred tax (liabilities) assets $8,067 $ (695)
======= ========
</TABLE>
The reconciliation of the U.S. statutory income tax rate to the
Company's effective tax rate is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate 35.0% 35.0% 35.0%
Non-deductible amortization 2.6 1.2 1.5
State taxes, net of federal benefit 1.9 5.4 6.7
Tax exempt income (4.3)
Other .4 (.7) (1.3)
---- ---- ----
35.6% 40.9% 41.9%
==== ==== ====
</TABLE>
I. EMPLOYEE BENEFIT PLANS
An employee thrift plan offers all employees, who meet certain age and
eligibility requirements, a program of regular savings and investment funded by
their own contributions and discretionary matching contributions of the Company.
The Company recorded $2.8 million, $2.3 million, and $2.1 million, respectively,
in matching contributions during 1997, 1996 and 1995.
29
<PAGE> 30
J. NET INCOME PER COMMON SHARE
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, Earnings Per Share, which became effective for the Company for
reporting periods ending after December 15, 1997. Under the provisions of SFAS
No. 128, primary and fully-diluted earnings per share were replaced with basic
and diluted earnings per share in an effort to simplify the computation of these
measures and align them more closely with the methodology used internationally.
Basic earnings per share is arrived at by dividing net income available to
common stockholders by the weighted-average number of common shares outstanding
and does not include the impact of any potentially dilutive common stock
equivalents. The diluted earnings per share calculation is similar to, but
slightly different from, the previously required fully-diluted earnings per
share and is arrived at by dividing net income by the weighted average number of
shares outstanding, adjusted for the dilutive effect of outstanding stock
options and the conversion impact of convertible securities. Diluted earnings
per share for 1997 equates to what would have been reported as fully-diluted
earnings per share. For purposes of comparability, all prior-period earnings per
share data has been restated. In addition, the number of common shares used in
the determination of per share amounts has been adjusted in all periods
presented to give retroactive effect to the 57,465.67 for 1 stock split which
was effective on June 6, 1996.
The calculation of net income per common share follows (in thousands
except per share amounts):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
BASIC:
Net income ................................ $21,127 $31,353 $25,806
Average common shares outstanding ......... 50,575 46,090 43,100
Net income per common share - basic ....... $ .42 $ .68 $ .60
DILUTED:
Net income ................................ $21,127 $31,353 $25,806
Average common shares outstanding ......... 50,575 46,090 43,100
Stock option adjustment ................... 139 59 0
Average common shares outstanding - diluted 50,714 46,149 43,100
Net income per common share - diluted ..... $ .42 $ .68 $ .60
</TABLE>
K. STOCK OPTIONS
National Processing maintains two stock-based compensation plans that
allow for the granting of stock options to eligible employees and directors. The
Company has elected not to adopt the recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," which requires a fair-value based
method of accounting for stock options and similar equity awards, and will
continue to follow Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations to account for its
stock-based compensation plans. Included below are pro forma net income and
earnings per share, as required by SFAS No. 123, determined as if the Company
had accounted for stock options granted in 1996 and 1997 under the provisions of
SFAS No. 123.
On June 5, 1996, the Company was authorized to grant up to 4,000,000
options under an employee stock option plan (the "Employee Plan") and up to
200,000 options under a non-employee directors stock option plan (the "Directors
Plan"). These options are for the purchase of shares of common stock at their
market price at the date of grant. The Employee Plan pertains to officers and
key employees and the Directors Plan pertains to certain directors. For both
plans, these options generally become exercisable 33% annually beginning one
year from the date of grant and expire not later than ten years from the date of
grant.
30
<PAGE> 31
A summary of stock option activity follows:
<TABLE>
<CAPTION>
Shares
-------------------------------------------
Available Weighted
for Grant Average Price
Outstanding Per Share
-------------------------------------------------------------
<S> <C> <C> <C>
Authorized 4,200,000 0
Granted (2,312,500) 2,312,500 $16.68
Canceled 81,667 (81,667) $16.50
---------- ---------
December 31, 1996 1,969,167 2,230,833 $16.68
Granted (1,483,000) 1,483,000 $ 9.33
Canceled 872,000 (872,000) $16.16
---------- ---------
December 31, 1997 1,358,167 2,841,833 $13.00
</TABLE>
At December 31, 1997, 474,444 options were exerciseable under the
Company's option plans and none were exerciseable at December 31, 1996. For
options outstanding at December 31, 1997, the option price per share ranged from
$8.38 to $20.50, the weighted average price per share of the options was $13.00,
and the weighted-average remaining contractual life of the options was 9.0
years.
For purposes of providing the pro forma disclosures required under SFAS
No. 123, the fair value of stock options granted in 1996 and 1997 was estimated
at the date of grant using a Black-Scholes option pricing model. The
Black-Scholes option pricing model was originally developed for use in
estimating the fair value of traded options which have different characteristics
than the Company's employee stock options. The model is also sensitive to
changes in the subjective assumptions which can materially affect the fair value
estimate. As a result, management believes that the Black-Scholes model may not
necessarily provide a reliable single measure of the fair value of employee
stock options.
The following weighted-average assumptions were used in the option
pricing model in both 1997 and 1996, except as noted: a risk-free interest rate
of 5.97% and 6.54% in 1997 and 1996 respectively, an expected life of the option
of 7 years, expected dividend yield of 0%, and a volatility factor of .441 in
1997 and .412 in 1996. The weighted-average grant date fair value of options
granted was $5.16 and $9.04 in 1997 and 1996 respectively.
Had compensation cost for the Company's stock-based compensation plans
been determined consistent with SFAS No. 123, net income and earnings per share
for 1997 and 1996 would have been $18,416,000 and $.36 and, $29,756,000 and $.65
respectively.
As a result of a partial year's vesting in 1997, and possible changes
in assumptions used in the fair value calculation, the effects of applying SFAS
No. 123 in 1997 may not be representative of the pro forma impact in future
years.
L. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is involved in litigation
from time to time. In the opinion of management, the ultimate liability, if any,
arising from this litigation is not expected to have a material adverse effect
on the Company's financial condition, results of operations, or liquidity.
Under the rules of VISA U.S.A. Inc. and MasterCard International
Incorporated when the Company acquires card transactions, it has certain
contingent liabilities for the transactions it processes. This contingent
liability arises in the event of a billing dispute between the merchant and a
cardholder that is not ultimately resolved in favor of the merchant and the
amount is charged back to the merchant and the disputed amount is refunded to
the cardholder. If the Company is unable to collect this amount from the
merchant's account and if the merchant refuses or is unable due to bankruptcy or
other reasons to reimburse the Company for the chargebacks, the Company will
bear the loss for the amount of the refund to the cardholder. The Company
maintains merchant deposits from certain customers as an offset to potential
contingent liabilities that are the responsibility of such customers. The
Company evaluates its risk and estimates its potential loss for chargebacks
based on historical experience.
M. QUARTERLY RESULTS OF OPERATIONS: (UNAUDITED)
Selected quarterly data for the years ended December 31, 1997 and 1996 are as
follows (in thousands, except per share amounts):
31
<PAGE> 32
<TABLE>
<CAPTION>
1997
-------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C>
Revenues $ 88,420 $ 94,969 $100,780 $121,492 $405,661
Operating (loss) profit (906) 9,658 11,099 8,968 28,820
Net income 370 7,157 7,637 5,963 21,127
Basic and diluted net $ .01 $ .14 $ .15 $ .12 $ .42
income per share
Weighted average shares 50,575 50,575 50,575 50,575 50,575
1996
-------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- ----
Revenues $ 83,947 $ 91,757 $ 97,069 $100,920 $373,693
Operating profit 9,911 12,662 12,010 15,661 50,244
Net income 5,860 7,352 7,604 10,538 31,353
Basic and diluted net $ .14 $ .17 $ .16 $ .21 $ .68
income per share
Weighted average shares 43,100 43,100 47,597 50,575 46,090
</TABLE>
N. RESTRUCTURING CHARGE
In March 1997 the Company recorded expenses of $6.3 million, including
$5.1 million for severance pay, and $1.2 million for other costs, related to
organizational restructuring. In December 1997, the Company recorded expenses of
$7.0 million following the acquisition of FA Holdings, Inc. The expenses
resulted principally from the write-off of certain fixed assets (totaling $5.5
million) related to several of the Company's and FA Holdings corporate and
operating facilities which will be closed and consolidated into the Company's
current facilities. The charges decreased 1997 net income and hearnings per
share by approximately $8.1 million and $.16, respectively. At December 31,
1997, other liabilities and other long-term liabilities include $3.5 million and
$.5 million, respectively, related to the restructuring charges.
32
<PAGE> 33
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
3.1 (i) Amended Articles of Incorporation of the Registrant. (A)
3.1 (ii) Code of Regulations of the Registrant. (A)
4.1 Specimen Certificate for the Common Stock, without par value, of the
Registrant. (B)
4.2 Registration Rights Agreement between the Registrant and National City
Corporation, dated July 16, 1996. (B)
10.1 Absolute Net Ground Lease by and between Preston Manor, Inc. and Allied
Stores Corporation, dated January 16, 1969. (A)
10.2 Second Amendment to Lease by and between William G. Earley, Plaza
Centers, Inc. and First National Bank of Louisville, dated April 15,
1986. (A)
10.3 Building Lease between First National Bank of Louisville and NPC of
Arizona, dated September 1, 1984. (B)
10.4 Sponsorship Agreement between NPC and National City Bank of Kentucky,
dated June 30, 1996. (B)
10.5 Administrative Services Agreement between NPC and National City
Corporation, dated July 15, 1996. (B)
10.6 Form of Remittance Processing Services Agreement by and among NPC and
certain bank subsidiaries of National City Corporation. (B)
10.7 Administrative Services Agreement by and among NPC and Stored Value
Systems, Inc., dated July 3, 1996. (B)
10.8 Form of Card Services Agreement by and among NPC and its affiliated
corporations and certain bank subsidiaries of National City
Corporation. (B)
10.9 Tax Sharing Agreement between the Company and National City
Corporation, dated July 17, 1996. (B)
10.10 The Agreement between Airlines Reporting Corporation and First National
Bank of Louisville and NPC for Area Settlement Plan Processing
Services, dated October 16, 1986. (B)
<PAGE> 34
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
10.11 First Amendment to Agreements between Airlines Reporting Corporation
and First National Bank of Louisville and NPC, dated December 12, 1991.
(A)
10.12 1994 Amendment to Agreements between Airlines Reporting Corporation and
NPC, dated December 31, 1994. (A)
10.13 Supplemental Agreement by and between NPC and Airlines Reporting
Corporation, dated February 24, 1995. (A)
10.14 Amendment to Agreement between Airlines Reporting Corporation and
National City Bank of Kentucky and NPC, for Area Settlement Plan
Processing Services, dated August 19, 1995. (A)
10.15 (Intentionally Omitted)
10.16 (Intentionally Omitted)
10.17 Employment Agreement and Undertaking of Confidentiality between NPC and
Tony G. Holcombe, dated November 1, 1994. (A)**
10.18 Employment Agreement and Undertaking of Confidentiality between NPC and
Richard A. Alston, dated January 18, 1995. (A)**
10.19 Employment Agreement and Undertaking of Confidentiality between NPC and
Robert E. Johnson, dated April 4, 1995 (A)**
10.20 Employment Agreement and Undertaking of Confidentiality between NPC and
Kurt S. Knipp, dated February 6, 1995. (A)**
10.21 Employment Agreement and Undertaking of Confidentiality between NPC and
Thomas A. Wimsett, dated May 23, 1995. (A)**
10.22 Employment, Non-Disclosure and Non-Competition Agreement between NPC
and David R. Zook, dated February 7, 1997. **
10.23 Severance Agreement between the Registrant and Tony G. Holcombe, dated
June 7, 1996. (B)**
10.24 Severance Agreement between the Registrant and Richard A. Alston, dated
June 7, 1996. (B)**
<PAGE> 35
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
10.25 Severance Agreement between the Registrant and Robert E. Johnson, dated
June 7, 1996. (B)**
10.26 Severance Agreement between the Registrant and Kurt S. Knipp, dated
June 7, 1996. (B)**
10.27 Severance Agreement between the Registrant and Thomas A. Wimsett, dated
June 7, 1996. (B)**
10.28 Severance Agreement between the Registrant and David R. Zook, dated
June 7, 1996. (B)**
10.29 1996 Stock Option Plan and Form of Stock Option Agreement. (B)**
10.30 Nonemployee Directors Stock Option Plan and Form of Stock Option
Agreement (B)**
10.31 NPC's Short-Term Incentive Compensation Plan for Senior Executives,
dated January 1, 1995. (a)**
10.32 NPC's Long-Term Incentive Compensation Plan for Senior officers, dated
January 1, 1995. (A)**
10.33 (Intentionally Omitted)
10.34 (Intentionally Omitted)
10.35 (Intentionally Omitted)
10.36 Amendment to Building Lease between National City Bank of Kentucky and
NPC, dated July 3, 1996. (B)**
10.37 Form of Severance Agreement between the Registrant and certain Senior
Vice Presidents. (B)**
10.38 Check Processing Services Agreement between National City Bank of
Kentucky and NPC. (B)
10.39 Employment Agreement and Undertaking of Confidentiality between the
Registrant and Robert E. Showalter, dated March 11, 1997.
<PAGE> 36
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
21.1 Subsidiaries of the Registrant.
24.1 Powers of Attorney
27.1 Financial Data Schedule.
- --------------------------------------------------------------------------------
(A) Exhibit is incorporated herein by reference to the applicable exhibit
in the Registrant's Registration Statement on Form S-1 (Registration
No. 333-05507) filed on June 7, 1996.
(B) Exhibit is incorporated herein by reference to the applicable exhibit
in the Registrant's Amendment No. 1 to Form S-1 Registration Statement
(Registration No. 333-05507) filed on July 18, 1996.
** Represents a management contract or compensatory plan required to be
filed pursuant to Item 14 of Form 10-K.
<PAGE> 1
Exhibit 10.39
EMPLOYMENT AGREEMENT AND
UNDERTAKING OF CONFIDENTIALITY
In consideration of their mutual promises and agreements and subject to
the terms and conditions set forth below in this Employment Agreement and
Undertaking of Confidentiality ("Agreement"), National Processing, Inc., an Ohio
corporation ("NPI"), and Robert E. Showalter ("Employee") hereby agree as
follows:
1. NPI agrees to employ Employee in the position of President and CEO
and at an annual salary of at least $300,000 that will be paid by NPI or one of
its affiliates for the term of this Agreement, and to make available to Employee
those benefits provided by NPI to employees with similar responsibilities, all
as amended from time to time, upon the terms and conditions set forth below.
2. Employee agrees to use his best efforts to perform the duties
assigned to him/her by NPI.
3. Employee acknowledges and agrees that in the performance of his
duties of employment he may be brought into frequent contact with clients and
potential clients of NPI and its affiliates either in person, through the mails,
by telephone or by other electronic means. Employee also acknowledges and agrees
that trade secrets and confidential information of NPI and its affiliates, more
fully described in paragraph 12 of this Agreement, gained by Employee during his
employment with NPI, have been developed by NPI and/or it affiliates through
substantial expenditures of time, effort and financial resources and constitute
valuable and unique property of NPI. Employee further understands, acknowledges
and agrees that the foregoing makes it necessary for the protection of the
businesses of NPI and its affiliates ("NPI's Business") that Employee not
compete with NPI or its affiliates during the term of this Agreement and for a
reasonable period thereafter. For purposes of this Agreement, NPI's Business
shall include, but not be limited to, the following whether conducted by NPI or
one of its affiliates:
Bankcard Services: the acquisition and processing of credit and debit
card transactions accepted by merchants at the point of sale.
Check Services: the guarantee, authorization, and collection of checks
accepted at the point of sale.
Corporate Payable: corporate accounts payable, processing and payment,
and related data processing.
Travel Services: the receipt, processing, and collection of Travel
Agent payments being made to the Airlines as the result of tickets
issued by the Agents, the processing of airline documents for the
airlines, and the financial settlement operations between
transportation industry providers (e.g., hotels, car rentals, airlines,
travel agents, event suppliers).
1
<PAGE> 2
Retail Lockbox Services: the receipt, processing, and collection of
consumer payments being made to corporations for services rendered.
Freight Services: the processing of freight accounts payable, audit,
and payment, and related data processing.
Electronic Information Services: customized outsourcing solutions,
including call center operations, data capture, and data management
services utilizing labor and/or image processing.
4. Employee agrees that he will not, during the term of this Agreement,
compete with NPI or its affiliates within the continental United States.
Employee agrees that, in accordance with this restriction, but without limiting
its terms, he will not during the term of this Agreement:
(i) enter into or engage in any business that competes with NPI's
Business; or
(ii) solicit any customers, clients, business, patronage or orders
for, or sell any services in competition with, or for any
business that competes with NPI's Business; or
(iii) divert, entice, or take away any customers, clients, business,
patronage or orders of NPI, or attempt to do so; or
(iv) promote or assist, financially or otherwise, any person, firm,
association or corporation engaged in any business that
competes with NPI's Business.
5. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, enter
into or engage in any business that competes with NPI's Business.
6. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, solicit
customers, clients, business, patronage, or orders for, or sell any services in
competition with NPI's Business.
7. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, divert,
entice, or otherwise take away any customers, clients, business or orders of NPI
or attempt to do so.
8. Employee agrees that, within the continental United States, he will
not, for a period of one (1) year following the term of this Agreement, promote
or assist financially or otherwise, any person, firm, association, partnership,
corporation, or other entity engaged in any business that competes with NPI's
Business.
9. For the purposes of paragraphs 4 through 8, inclusive, Employee
understands and agrees that he will be competing if he engages in any or all of
the activities set forth therein directly as an individual on his own account,
or indirectly as a partner, joint venturer, employee, agent, salesman,
consultant, officer and/or director of any firm or corporation, or as a
stockholder of any corporation in which Employee or Employee's spouse, child or
parent owns, directly or indirectly, individually or in the aggregate, more than
ten percent (10%) of the outstanding stock.
2
<PAGE> 3
10. If it shall be judicially determined that Employee has violated any
of his obligations under paragraphs 4 through 8, inclusive, then the period
applicable to the obligation which Employee shall have been determined to have
violated shall automatically be extended by a period of time equal in length to
the period during which said violation(s) occurred.
11. During the term of this Agreement and for one (1) year thereafter,
Employee agrees that he will not, directly or indirectly, solicit or induce or
attempt to solicit or induce any employee of NPI or any of its affiliates to
terminate his/her employment, representation or other association with NPI or
any of its affiliates.
12. Employee will keep in strict confidence, and will not, directly or
indirectly, at any time during or after his employment, disclose, furnish,
disseminate, make available or use (except in the course of performing his
duties of employment hereunder) any trade secrets or confidential business and
technical information of NPI or any of its affiliates or its customers or
clients, without limitation as to when or how Employee may have acquired such
information. Such confidential information shall include, the whole or any
portion or phase of any scientific or technical information, design, process,
procedure, formula, pattern, compilation, program, device, method, technique or
improvement, or any business information or plans, financial information, or
listing of names, addresses or telephone numbers, including without limitation,
information relating to any of NPI's or its affiliates' customers or prospective
customers, NPI's or its affiliates' customer lists, contract information
including terms, pricing and services provided, information received as a result
of customer contacts, NPI's or its affiliates' products and processing
capabilities, methods of operation, business plans, financials or strategy, and
agreements to which NPI or any of its affiliates may be a party. Employee
specifically acknowledges that such information, whether reduced to writing or
maintained in the mind or memory of Employee and whether compiled by NPI or any
of its affiliates and/or Employee, derive independent economic value from not
being readily known to or ascertainable by proper means by others who can obtain
economic value from its disclosure or use, that reasonable efforts have been put
forth by NPI to maintain the secrecy of such information, that such information
is the sole property of NPI and that any retention and use of such information
during or after his employment with NPI (except in the course of performing his
duties of employment hereunder) shall constitute a misappropriation of NPI's or
its affiliates' trade secrets. Employee further agrees that, at the time of
termination of his employment, he will return to NPI, in good condition, all
property of NPI and its affiliates, including, without limitation, the
information identified above. In the event that said items are not so returned,
NPI shall have the right to charge Employee for all reasonable damages, costs,
attorney's fees and other expenses incurred in searching for, taking, removing,
and/or recovering such property.
13. During the term of this Agreement and for one (1) year thereafter,
Employee agrees to communicate the contents of this Agreement to any person,
firm, association, or corporation that he intends to be employed by, associated
with, or represent, that is engaged in a business that is potentially
competitive to NPI's Business.
14. Employee acknowledges and agrees that the remedy at law available
to NPI for breach of any of Employee's obligations under this Agreement would be
inadequate, and agrees and consents that in addition to any other rights or
remedies that NPI may have at law or in equity, temporary and permanent
injunctive relief may be granted in any proceeding that may be
3
<PAGE> 4
brought to enforce any provision contained in paragraphs 4 through 8, inclusive,
of this Agreement, without the necessity of proof of actual damage.
15. Employee acknowledges that his obligations under this Agreement are
reasonable in the context of the nature of NPI's business and the competitive
injuries likely to be sustained by NPI and/or its affiliates if Employee
violated such obligations. Employee further acknowledges that this Agreement is
made in consideration of, and is adequately supported by the obligations
undertaken by NPI in paragraph 1 above, which Employee acknowledges constitutes
new and/or good, valuable and sufficient consideration. Employee acknowledges
that his employment relationship with NPI is and following the execution of this
Agreement shall continue to be "at will," and may be terminated at any time and
for any reason, or for no reason, by NPI or by Employee. However, if NPI
terminates Employee's employment for reasons other than cause and/or violation
of this Agreement prior to the end of the term of this Agreement, then NPI shall
(i) pay Employee an amount equal Employee's monthly base salary at the time of
termination each month from the date of termination through the end of the term
of this Agreement, (ii) pay to Employee an annual bonus on each successive March
1 through the end of the term of this Agreement with such bonus being in an
amount equal to the total of the target awards of all bonus plans (NPI's and any
affiliate's) in which the Employee is a participant at the time of termination,
and (iii) provide him with benefits similar to those in place at the time of
termination through the end of the term of this Agreement, so long as Employee
does not violate any part of this Agreement. For the purposes of this Agreement,
"Cause" is defined as fraud, misconduct and/or violation of NPI's employment
policies. The payments and benefits referred to in this section 15 shall cease
to be paid and provided prior to the end of the term of this Agreement at such
time as the Employee receives payment underthat certain Severance Agreement
dated December 19, 1994 by and between Employee and National City Corporation,
as such agreement is amended from time to time, or any successor or similar
agreement.
16. The term of this Agreement shall commence on March 11, 1997 and
continue through March 31, 2000.
17. The failure of NPI to enforce any provision of this Agreement shall
not be construed to be a waiver of such provision or of the right of NPI
thereafter to enforce each and every provision.
18. This Agreement supersedes all previous agreements, written or oral,
between Employee and NPI. No modification, waiver, amendment or addition to any
of the terms of this Agreement shall be effective except as set forth in a
writing signed by Employee and NPI.
19. All provisions, terms, conditions, paragraphs, agreements and
covenants ("Provisions") contained in this Agreement are severable and, in the
event any one of them shall be held to be invalid by any competent court, this
Agreement shall be interpreted as if such Provision was not contained herein,
and such determination shall not otherwise affect the validity of any other
Provision. The within Provisions shall be applicable irrespective of whether
such termination shall be by NPI or by the Employee, whether voluntary or
involuntary, whether for cause or without cause, and whether by reason of the
expiration of this or any other written or oral agreement or arrangement (or any
extensions thereof) with NPI.
4
<PAGE> 5
20. While the restrictions set forth herein are considered by the
parties to be reasonable in all circumstances, it is recognized that
restrictions of this nature may fail for reasons unforeseen, and accordingly it
is hereby agreed and declared that if any of such restrictions shall be adjudged
to be void as going beyond what is reasonable in all the circumstances, but
would be valid if the geographical area or temporal extent were reduced in part,
or the range of activities or area dealt with thereby reduced in scope, the said
restriction shall apply with such modification as may be necessary to make it
valid and effective.
21. NPI shall have the right to sell, assign or transfer this Agreement
with all its rights, title and interest and any assignee will acquire all of the
rights and assume all of the obligations of NPI under this Agreement. This
Agreement and all conditions imposed herein shall be binding upon and inure to
the benefit of Employee and NPI.
22. This Agreement shall be governed by, and construed in accordance
with, the internal, substantive laws of the Commonwealth of Kentucky. Employee
agrees that the state and federal courts located in the Commonwealth of
Kentucky, shall have jurisdiction in any action, suit or proceeding against
Employee based on or arising out of this Agreement and Employee hereby: (i)
submits to the personal jurisdiction of such courts; (ii) consents to service of
process in connection with any action, suit or proceeding against Employee; and
(iii) waives any other requirement (whether imposed by statute, rule of court or
otherwise) with respect to personal jurisdiction, venue or service of process.
Employee represents that, prior to signing this Agreement, he has read,
fully understands and voluntarily agrees to the terms and conditions as stated
above, that he was not coerced to sign this Agreement, that he was not under
duress at the time he signed this Agreement and that, prior to signing this
Agreement, he had adequate time to consider entering into this Agreement,
including without limitation, the opportunity to discuss the terms and
conditions of this Agreement, as well as its legal consequences, with an
attorney of his choice.
IN WITNESS WHEREOF, the Employee, having read and fully understood each
of the foregoing provisions, has executed this Agreement as of this 11th day of
March, 1997.
ROBERT E. SHOWALTER ("EMPLOYEE")
/S/ ROBERT E. SHOWALTER
---------------------------------
(Signature)
NATIONAL PROCESSING, INC. ("NPI")
By: /S/ WILLIAM R. ROBERTSON
-------------------------------
William R. Robertson
Chairman
5
<PAGE> 1
NATIONAL PROCESSING, INC.
EXHIBIT 21.1 - SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
% of Voting State or Jurisdiction
Securities Under the Law of
Name Owned which Organized
---- ----- ---------------
<S> <C> <C>
SUBSIDIARIES OF NATIONAL PROCESSING, INC.
- -----------------------------------------
National Processing Company, Inc. 100% Kentucky
SUBSIDIARIES OF NATIONAL PROCESSING
COMPANY, INC.
- -----------------------------------------
NPC International S.A. de C.V. 100% Mexico
B&L Consultants, Inc. 100% Massachusetts
NPC Check Services, Inc. 100% Delaware
NPC Services, Inc. 100% Arizona
NTA, Inc. 100% Washington
FA Holdings, Inc. 100% Delaware
Caribbean Data Services, Ltd. 100% Delaware
</TABLE>
<PAGE> 1
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
/S/ Robert E. Showalter President and Chief Executive Officer
------------------------------------- (Principal Executive Officer)
Robert E. Showalter
<PAGE> 2
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
/S/ James R. Bell III Director
- ----------------------------------
James R. Bell III
<PAGE> 3
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
/S/ Christos M. Cotsakos Director
- ------------------------------------------------
Christos M. Cotsakos
<PAGE> 4
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
/S/ Aureliano Gonzalez-Baz Director
- --------------------------------------------------
Aureliano Gonzalez-Baz
<PAGE> 5
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
Director
- -----------------------------------------------
Delroy R. Hayunga
<PAGE> 6
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
Director
- ------------------------------------------------
Preston B. Heller, Jr.
<PAGE> 7
EXHIBIT 24.1
DIRECTORS OF
NATIONAL PROCESSING, INC.
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY
The undersigned Director of National Processing, Inc., an Ohio
corporation (the "Corporation"), which anticipates filing a form 10-K annual
report pursuant to Section 12(g) Securities and Exchange Commission Act of 1934
for the Corporation's fiscal year ended December 31, 1997, with the Securities
and Exchange Commission hereby constitutes and appoints David L. Zoeller,
Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Form 10-K, and any and all
amendments and exhibits thereto, or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as I
could do if personally present, hereby ratifying and approving the acts of said
attorneys, and any of them, and any such substitute.
EXECUTED this 26th day of March, 1998.
/S/ Robert G. Siefers Director
- ------------------------------------------------------
Robert G. Siefers
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 38,887
<SECURITIES> 1,188
<RECEIVABLES> 104,752
<ALLOWANCES> 0
<INVENTORY> 7,395
<CURRENT-ASSETS> 256,410
<PP&E> 132,638
<DEPRECIATION> 66,467
<TOTAL-ASSETS> 66,171
<CURRENT-LIABILITIES> 177,063
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 336,824
<TOTAL-LIABILITY-AND-EQUITY> 522,027
<SALES> 0
<TOTAL-REVENUES> 405,661
<CGS> 0
<TOTAL-COSTS> 294,925
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 32,821
<INCOME-TAX> 11,694
<INCOME-CONTINUING> 21,127
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,127
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
