UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
(Mark One)
|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
SECURTIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number 1-6352
John H. Harland Company
(Exact name of registrant as specified in its charter)
Georgia 58-0278260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2939 Miller Road, Decatur, Georgia 30035
(Address of principal executive offices) (Zip Code)
(770) 981-9460
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock $1 par value New York Stock Exchange
Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent 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 the close of business on February 28, 1998 was
$470,659,595.
The number of shares of the Registrant's Common Stock outstanding on
March 11, 1998, was 31,057,973.
A portion of the Registrant's Definitive Proxy Statement dated March
13, 1998, is incorporated by reference in Part III hereof.
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<PAGE>
John H. Harland Company and Subsidiaries
Index to Annual Report on Form 10-K
Page
Part I
Item 1: Business 3
Item 2: Properties 6
Item 3: Legal Proceedings 6
Item 4: Submission of Matters to a Vote of Security Holders 7
Executive Officers of the Registrant 7
Part II
Item 5: Market for the Registrant's Common Equity and
Related Stockholder Matters 8
Item 6: Selected Financial Data 8
Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 8: Financial Statements and Supplementary Data 8
Item 9: Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8
PART III
Item 10: Directors and Executive Officers of the Registrant 8
Item 11: Executive Compensation 8
Item 12: Security Ownership of Certain Beneficial Owners
and Management 9
Item 13: Certain Relationships and Related Transactions 9
PART IV
Item 14: Exhibits, Financial Statement Schedule and
Reports on Form 8-K 9
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<PAGE>
PART I
ITEM 1. BUSINESS
General
John H. Harland Company (the "Company" or the "Registrant") was
founded in 1923 as a general printer and lithographer. The Registrant
is incorporated under the laws of Georgia and is headquartered in
Atlanta.
The Company works with banks, credit unions, brokerage houses
and financial software companies, providing these institutions with
products and services that help strengthen relationships with their
customers. These offerings range from financial printing (checks,
forms, and business documents) to database marketing systems, direct
marketing campaign management, and loan origination and compliance
software. The Company's subsidiary, Scantron Corporation ("Scantron"),
sells information management products and services, including
scannable forms and optical mark readers.
The Company serves its major markets through two primary
business segments, each of which is described below. Reference is made
to Note 14 of the Notes to Consolidated Financial Statements on page
F18 of this Annual Report on Form 10-K with respect to information
concerning the Company's business segments.
Recent Developments
Robert J. Amman resigned as chairman and chief executive officer
of the Company on January 13, 1998. John H. Weitnauer, Jr., a member
of the Company's board of directors, was elected chairman. Mr.
Weitnauer will also serve as interim president and chief executive
officer until Mr. Amman's successor is elected.
The Company began rebuilding its manufacturing operations in
1996, including consolidating plants and centralizing customer
service. The Company made significant progress in 1997 in implementing
this two-pronged initiative. The Company built three regional
facilities, expanded two others, closed 17 imprint plants and three
base stock facilities, consolidated production facilities for other
specialty printing business units, and centralized 33 customer service
operations into two call centers. The Company is scheduled to close
six plants in 1998 and expects to complete the rebuilding in 1999.
The Company believes that rebuilding its manufacturing
operations and developing complementary products and services will
better position it to serve financial institutions and help them
strengthen relationships with their customers. The Company also
believes that reducing the number of production facilities will result
in significant operating cost savings. These savings will provide
additional financial resources to enable the Company to grow through
acquisitions or further product development efforts.
Financial Services
The Financial Services ("FS") segment focuses on providing
products and services to financial institutions, including banks,
credit unions, brokerage houses and financial software companies.
These offerings range from financial printing (checks, forms and
business documents) to database marketing systems, direct marketing
campaign management, and loan origination and compliance software.
FS core printed products are checks, forms and related magnetic
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ink character recognition ("MICR") documents sold to financial
institutions and their customers. These documents include personal,
business and computer checks and forms. FS also produces a variety of
financial documents, including checks, invoices, statements and other
forms, used by individuals in conjunction with personal and/or small
business financial software applications. Through a strategic alliance
with Bottomline Technologies, Inc., FS offers point-of-service
capability to produce MICR-readable documents.
FS primary competitors in the sale of MICR-encoded documents and
related forms to financial institutions are two national financial
printers specializing in check printing, one of which possesses
substantially greater sales and financial resources than FS. While
accurate statistics with respect to the aggregate level of check
production are not readily available, the Company believes that FS is
the second-largest producer of MICR-encoded documents and related
forms in the United States.
Recognizing that growth in financial printing is slowing and
that its customers have a growing need to improve profitability and
increase operational efficiencies, the Company began expanding its
offerings several years ago. The Company now also offers financial
institutions database marketing systems, direct marketing campaign
management, and loan origination and compliance software.
Product expansion has benefited from a number of acquisitions,
including two companies that offer marketing customer information file
("MCIF") software and related services. The Company markets these
products and services under the term "Decision Support." Financial
institutions use this software to identify profitable customers and
prospects, develop sound marketing strategies and execute information-
driven plans aimed at building and retaining profitable relationships.
MCIF software enables financial institutions to quickly and
accurately gauge profitability potential and target potential
customers. Utilization of external and internal data, such as
demographic and geographic information, can enhance analysis, which is
then merged into multi-contact direct marketing programs. Additional
services include consulting, creative services, printing and
fulfillment, and campaign management, all of which are designed to
deliver a strong return on investment for financial institutions.
The market for the Company's Decision Support products and
services is growing within the financial services industry. More than
1,300 financial institutions utilize one of the Company's database
marketing products, giving the Company a leadership position in this
emerging market.
FS also markets and supports loan origination and compliance
software for the financial institution market. Competition within this
market varies by financial institution size.
The Company believes that the primary competitive factor
influencing buying decisions within the FS segment is the ability to
help financial institutions improve profitability and increase
operational efficiencies. The Company believes that FS compares
favorably with its competitors in this respect.
FS markets its products and services primarily in the United
States, although there is varying market penetration in the Caribbean,
Canada and other limited markets. Financial institution customers
include community, regional and national banks, credit unions and
brokerage houses. Non-financial institution customers include
financial software companies, superstores, direct mail check
suppliers, catalog merchandisers and affinity groups.
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<PAGE>
FS markets its products and services primarily through one sales
force divided into two groups, with one group focused on national
accounts, and the second group servicing the needs of community banks
and credit unions. Database marketing and direct marketing specialists
support this sales force.
FS principal raw materials are safety paper, form paper and MICR
bond paper. The Company entered into a three-year, fixed-price
agreement with a certain domestic supplier of these raw materials in
1996. Other related products, such as vinyl, inks, checkboards,
packaging material and miscellaneous supplies, are purchased from a
number of suppliers. The Company believes that adequate raw materials
will be available to support FS operations.
The Company believes that the loss of any one FS customer would
not have a materially adverse effect on its consolidated results of
operations.
Scantron Corporation
Scantron Corporation ("Scantron") was founded in 1972 and
acquired by the Company in 1988. Scantron provides data collection and
assessment systems for commercial and educational institutions. These
offerings include scannable forms, optical mark readers ("OMRs"),
application software and maintenance services.
Scantron's brand awareness is strong in the K-12 and post
secondary education markets, where the name "Scantron" is readily
associated with testing technology. In addition to test scoring, a
Scantron system, which includes a scanner, forms and software, is used
to collect and analyze data for surveys, grade reporting and
balloting.
Related lines of businesses include Scantron Quality Computers,
a distributor of educational software products; Scantron Survey Group,
which offers full-service data collection and survey services; and
Scantron Service Group, a provider of scanner, personal computer, and
network systems maintenance and installation services.
Scantron is developing new products and services that it
believes will help it enter emerging high technology markets. These
products and services include year 2000 hardware certification;
network computing installation, service and support; Internet-based
assessment systems and services; and electronic forms design to
provide forms on demand. Scantron believes it has significant
resources and assets needed to enter these markets.
Scantron's markets are highly fragmented and it has many
competitors. The Company believes Scantron is the second-largest
provider of assessment and data collection systems to commercial and
educational markets in the United States. The Company also believes
that Scantron's scanning technologies are more accurate than other
methods of capturing and tabulating high volumes of data.
Scantron's forms printing operation competes with commercial and
specialized forms printers, principally on the basis of systems
compatibility, product quality, customer services, availability of a
complete product line and price to the end user.
Scantron's field service operation competes with various
organizations that provide installation and maintenance services,
including technology manufacturers, other national and local field
service and maintenance companies.
The Company believes that Scantron's breadth of products and
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services, brand name, and new product and service offerings compare
favorably with competitors.
Scantron markets its products primarily through inside and
outside sales and service representatives throughout the United States
and Canada. Representatives sell new systems, sell reorders for
existing installations, provide scanner servicing, and deliver forms
design, development and software customization services. Scantron's
products are also marketed internationally through distributorships.
Scantron purchases the majority of its paper from one supplier.
It purchases scanner components from equipment manufacturers, supply
firms and others. It purchases software for resale from leaders in the
software industry. The Company believes Scantron can continue to
obtain such materials or suitable substitutes in acceptable quantities
and at acceptable prices to continue all operations.
There is a seasonal nature to Scantron's business in the
educational market, but it does not significantly affect the Company's
consolidated results.
The Company believes that the loss of any one Scantron customer
would not have a materially adverse effect on the Company's
consolidated results of operations.
Patents and Trademarks
The Company has patents on several products and processes and
trademarks on names of several of its products and services. While the
Company believes these patents and trademarks to be of value, it does
not consider any of them to be critical to its operations.
Employees
As of December 31, 1997, the Company and its subsidiaries
employed 5,328 people.
ITEM 2. PROPERTIES
As of December 31, 1997, the Company and its subsidiaries owned
25 facilities located in 18 states and in Puerto Rico, all but five of
which were primarily production and service facilities. The Company
leases 22 facilities for printing and/or warehouse activities. The
Company also leases office space for sales and service activities
where there are no production facilities, as well as space for two of
its subsidiaries. These leases have expiration dates ranging from 1998
to 2012. The Company owns its executive offices in Atlanta, Georgia.
As part of the Company's strategy to consolidate its check imprint
plants into regional facilities, certain facilities to be closed are
being held for sale.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the Company is subject to
various legal proceedings and claims. The Company believes that the
ultimate outcome of these matters will not have a material effect on
its financial statements.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information with respect to all
executive officers of the Company.
Name Age Office Held
John H. Weitnauer Jr. 71 Chairman of the Board and Interim
President and Chief Executive Officer
Joseph M. O'Connell 42 Senior Vice President and Chief
Information Officer
S. David Passman III 45 Senior Vice President and Chief Financial
Officer
Mark C. Perlberg 41 Senior Vice President and President,
Financial Markets Division
Earl W. Rogers Jr. 49 Senior Vice President and President,
Printed Products Division
John C. Walters 57 Senior Vice President and General Counsel
Mr. Weitnauer assumed his present positions with the Company in
January 1998. He previously served as Chairman and Chief Executive
Officer of Richway Stores, a division of Federated Department Stores,
Inc., and an operator of discount department stores, for seven years
until his retirement in 1987.
Mr. O'Connell joined the Company in February 1996. He previously
served as Chief Operating Officer of National Bancard Corporation
(NaBANCO), the world's largest merchant credit card processor, from
August 1995 until February 1996. He was employed by New Valley
Corporation, a financial services company, and its Western Union
Financial Services subsidiary ("Western Union") for more than the
prior five years, last serving as a corporate Vice President. A
petition under Chapter 11 of the Federal Bankruptcy Code was entered
against New Valley Corporation in March 1993, and it emerged from
bankruptcy in January 1995.
Mr. Passman joined the Company in October 1996. He was
previously employed by Deloitte & Touche, LLP for 20 years, last
serving as Managing Partner of its Atlanta office.
Mr. Perlberg joined the Company in February 1996. He was
previously employed by Western Union since 1989, last serving as an
area Vice President in its international operations.
Mr. Rogers has been employed as an Executive Officer of the
Company for more than the past five years.
Mr. Walters joined the Company in January 1996. He previously
served as Executive Vice President of First Financial Management
Corporation, a diversified information and financial services company,
from November 1994 until December 1995. From 1988 until November 1994,
he served as Senior Vice President and General Counsel of New Valley
Corporation.
Mr. Weitnauer also serves on the Board of Directors. Officers
are elected annually and serve at the pleasure of the Board of
Directors.
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
See the information with respect to the market for and number of
holders of the Company's common stock, quarterly market information
and dividend information which is set forth on page F19 of this Annual
Report on Form 10-K. The Company has an established policy of making
quarterly dividend payments to shareholders. In January 1997, the
Board of Directors reduced the annual dividend from $1.02 to $0.30 per
share. The Company expects to pay future cash dividends depending upon
the Company's pattern of growth, profitability, financial condition
and other factors which the Board of Directors may deem appropriate.
ITEM 6. SELECTED FINANCIAL DATA
See the information with respect to selected financial data on
page F19 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
RESULTS OF OPERATIONS
See the information under the caption Management's Discussion
and Analysis of Results of Operations and Financial Condition on pages
F21 through F26 of this Annual Report on Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the information with respect to Financial Statements and
Supplementary Data on pages F2 through F19 and page F20, respectively,
of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding Directors required herein is
incorporated by reference to the information under the caption
"Election of Directors" in the Registrant's Definitive Proxy Statement
for the Annual Shareholders' Meeting dated March 13, 1998 (the "Proxy
Statement").
The information regarding Executive Officers required herein is
included in Part I of this report and incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information regarding executive compensation is incorporated
by reference to the information under the caption "Executive
Compensation and Other Information" in the Proxy Statement.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required herein is incorporated by reference to
the information under the caption "Stock Ownership of Directors and
Executive Officers" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K
Page in this
Annual Report
on Form 10-K
-------------
(a)1. Financial Statements:
Management Responsibility for Financial Statements F2
Independent Auditors' Report F3
Consolidated Balance Sheets F4
Consolidated Statements of Operations F6
Consolidated Statements of Cash Flows F7
Consolidated Statements of Shareholders' Equity F8
Notes to Consolidated Financial Statements F9
Quarterly Financial Information (unaudited) F20
Management's Discussion and Analysis of
Operations and Financial Condition F21
(a)2. Financial Statement Schedule:
Schedule II. Valuation and Qualifying Accounts S1
(a)3. Exhibits
(Asterisk indicates exhibit previously filed with the Securities
and Exchange Commission as indicated in parentheses and incorporated
herein by reference.)
3.1 * Amended and Restated Articles of Incorporation (Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (the "1993 10-K")).
3.2 By-Laws, as amended through January 13, 1998.
4.1 Indenture, as supplemented and amended, relating to 6.75%
Convertible Subordinated Debentures due 2011 of Scantron
Corporation (omitted pursuant to Item 601(b)(4)(iii) of
Regulation S-K; will be furnished to the Commission upon
request).
4.2 * Form of Rights Agreement dated as of June 9, 1989, between the
Registrant and Citizens and Southern Trust Company (Exhibit 1
to the Registrant's Current Report on Form 8-K dated June 9,
1989).
4.3 * First Amendment dated June 12, 1992 to Rights Agreement dated
June 9, 1989 between the Registrant and NationsBank of Georgia
Inc., N.A., successor to Citizens and Southern Trust Company
(Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1992).
4.4 * Second Amendment dated July 24, 1992 to Rights Agreement dated
June 9, 1989 between the Registrant and Trust Company Bank,
successor to NationsBank of Georgia Inc., N.A., and to
Citizens and Southern Trust Company (Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992).
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<PAGE>
4.5 * Note Agreement dated as of December 1, 1993 relating to the
Registrant's 6.60% Series A Senior Notes Due December 30, 2008
(Exhibit 4.5 to the 1993 10-K).
4.6 See Articles IV, V and VIII of the Registrant's Amended and
Restated Articles of Incorporation, filed as Exhibit 3.1, and
Articles I, V, and VIII of the Registrant's By-Laws, as
amended, filed as Exhibit 3.2.
10.1 * Form of Deferred Compensation Agreement between the Registrant
and Robert R. Woodson (Exhibit 10.1 to the 1993 10-K).
10.2 * Form of Monthly Benefit Amendment to Deferred Compensation
Agreement between the Registrant and Mr. Woodson (Exhibit
10(H) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990).
10.3 * Form of Deferred Compensation Agreement between the Registrant
and Earl W. Rogers Jr. (Exhibit 10.3 to the 1993 10-K).
10.4 * Form of Amendment to Deferred Compensation Agreement between
the Registrant and Messrs. Woodson and Rogers (Exhibit 10.6 to
the 1993 10-K).
10.5 * Form of Non-Compete and Termination Agreement between the
Registrant and Messrs. Woodson and William M. Dollar (Exhibit
10.7 to the 1993 10-K).
10.6 * Form of Non-Compete and Termination Agreement between the
Registrant and Joseph M. O'Connell, S. David Passman III, Mark
C. Perlberg, Rogers and John C. Walters (Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 10-K")).
10.7 * Form of Executive Life Insurance Plan between the Registrant
and Messrs. Woodson and Rogers (Exhibit 10.8 to the 1993
10-K).
10.8 * John H. Harland Company 1981 Incentive Stock Option Plan, as
Extended, as amended (Exhibit 10.9 to the 1995 10-K).
10.9 * John H. Harland Company Employee Stock Purchase Plan, as
amended (Exhibit 10.10 to the 1995 10-K).
10.10* John H. Harland Company Deferred Compensation Plan for Outside
Directors. (Exhibit 10.10 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996)
21 Subsidiaries of the Registrant.
23 Independent Auditors' Consent.
27.1 Financial Data Schedule for the year ending December
31, 1997 10-K.
27.2 Financial Data Schedule for the years ending
December 31, 1996 and 1995 10-K.
27.3 Financial Data Schedule for the first, second and
third quarters of 1997 10-Q.
27.4 Financial Data Schedule for the first, second and
third quarters of 1996 10-Q.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JOHN H. HARLAND COMPANY
S. David Passman III 3/26/98 William M. Dollar 3/26/98
_____________________ ________ ____________________ ________
S. David Passman III Date William M. Dollar Date
Senior Vice President and Vice President, Finance
Chief Financial Officer and Treasurer
(Principal Financial Officer) (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
John H. Weitnauer Jr. 3/26/98
_____________________ ________
John H. Weitnauer Jr. Date
Chairman, Interim President
and Chief Executive Officer
(Principal Executive Officer)
Juanita P. Baranco 3/26/98 Edward J. Hawie 3/26/98
_____________________ _______ ___________________ ________
Juanita P. Baranco Date Edward J. Hawie Date
Director Director
_____________________ ________ ___________________ ________
John J. McMahon Jr. Date G. Harold Northrop Date
Director Director
_____________________ ________ ____________________ ________
H.G. Pattillo Date Larry L. Prince Date
Director Director
Robert R. Woodson 3/26/98 Robert A. Yellowlees 3/26/98
_____________________ ________ ____________________ ________
Robert R. Woodson Date Robert A. Yellowlees Date
Director Director
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JOHN H. HARLAND COMPANY AND SUBSIDIARIES
Index to Information For Inclusion
in the Annual Report on Form 10-K
for the year ended December 31, 1997
Management Responsibility For Financial Statements F2
Independent Auditors' Report F3
Consolidated Financial Statements
and Notes to Consolidated Financial Statements F4
Supplemental Financial Information F20
Management's Discussion and Analysis of
of Operations and Financial Condition F21
Supplemental Financial Statement Schedule S1
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<PAGE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS
The financial statements included in this report were prepared by
the Company in conformity with generally accepted accounting principles
consistently applied. Management's best estimates and judgments were
used, where appropriate. Management is responsible for the integrity of
the financial statements and for other financial information included in
this report. The financial statements have been audited by the Company's
independent auditors, Deloitte & Touche LLP. As set forth in their
report, their audits were conducted in accordance with generally accepted
auditing standards and formed the basis for their opinion on the
accompanying financial statements. They consider the Company's control
structure and perform such tests and other procedures as they deem
necessary to express an opinion on the fairness of the financial
statements.
The Company maintains a control structure which is designed to
provide reasonable assurance that assets are safeguarded and that the
financial records reflect the authorized transactions of the Company. As
a part of this process, the Company has an internal audit function which
assists management in evaluating the adequacy and effectiveness of the
control structure.
The Audit Committee of the Board of Directors is composed of
directors who are neither officers nor employees of the Company. The
Committee meets periodically with management, Internal Audit and the
independent auditors to discuss auditing, the Company's control structure
and financial reporting matters. Internal Audit and the independent
auditors have full and free access to the Audit Committee.
S. David Passman III
______________________
S. David Passman III
Senior Vice President and Chief Financial Officer
January 30, 1998
William M. Dollar
______________________
William M. Dollar
Vice President, Finance and Treasurer
January 30, 1998
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
John H. Harland Company:
We have audited the accompanying consolidated balance sheets of
John H. Harland Company and its subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations, cash flows
and shareholders' equity for each of the three years in the period ended
December 31, 1997. Our audits also included the financial statement
schedule listed in Item 14(a)2. These financial statements and financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
and financial statement schedule 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, such consolidated financial statements present
fairly, in all material respects, the financial position of John H.
Harland Company and its subsidiaries as of December 31, 1997 and 1996,
and the 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. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
______________________
DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 30, 1998
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<TABLE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31
<CAPTION>
1997 1996
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ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,829 $ 22,667
Short-term investments 3,188 152
Accounts receivable from customers, less
allowance for doubtful accounts of $3,341
and $2,886 73,130 69,596
Inventories:
Raw materials and semi-finished goods 21,606 28,190
Hardware component parts 2,720 2,770
Finished goods 2,116 2,504
Deferred income taxes 10,763 8,347
Prepaid Income Taxes 13,907 5,531
Other 11,127 8,646
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Total current assets 148,386 148,403
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INVESTMENTS AND OTHER ASSETS:
Assets held for disposal 8,721 30,656
Investments 5,185 6,178
Goodwill and other intangibles - net 115,538 127,491
Deferred income taxes 9,494 20,012
Other 20,919 21,534
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Total investments and other assets 159,857 205,871
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PROPERTY, PLANT AND EQUIPMENT:
Land 3,271 3,439
Buildings and improvements 38,006 31,285
Machinery and equipment 169,287 151,800
Furniture and fixtures 14,984 14,161
Leasehold improvements and other 16,521 7,448
Additions in progress 7,281 11,069
- -----------------------------------------------------------------------
Total 249,350 219,202
Less accumulated depreciation and amortization 131,407 118,745
- -----------------------------------------------------------------------
Property, plant and equipment - net 117,943 100,457
- -----------------------------------------------------------------------
Total $ 426,186 $ 454,731
=======================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -F4-
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS (continued)
<CAPTION>
December 31
1997 1996
- -----------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 33,816 $ 27,057
Short-term debt 43,089
Deferred revenues 25,799 25,069
Accrued liabilities:
Salaries, wages and employee benefits 21,829 21,560
Restructuring costs 6,634 12,694
Taxes 10,986 6,031
Other 10,703 9,211
- -----------------------------------------------------------------------
Total current liabilities 109,767 144,711
- -----------------------------------------------------------------------
LONG-TERM LIABILITIES:
Long-term debt 109,358 114,075
Other 14,235 13,542
- -----------------------------------------------------------------------
Total long-term liabilities 123,593 127,617
- -----------------------------------------------------------------------
Total liabilities 233,360 272,328
- -----------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (see Note 13)
SHAREHOLDERS' EQUITY:
Series preferred stock, authorized 500,000
shares of $1.00 par value, none issued
Common stock, authorized 144,000,000 shares of
$1.00 par value, 37,907,497 shares issued 37,907 37,907
Additional paid-in capital 1,458 2,032
Foreign currency translation adjustment (186) 54
Retained earnings 324,324 316,315
- -----------------------------------------------------------------------
Total shareholders' equity 363,503 356,308
Less 6,849,524 and 6,983,520 shares in
treasury, at cost 170,677 173,905
- -----------------------------------------------------------------------
Shareholders' equity - net 192,826 182,403
- -----------------------------------------------------------------------
TOTAL $ 426,186 $ 454,731
=======================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -F5-
<PAGE>
<TABLE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<CAPTION>
Year ended December 31
1997 1996 1995
- -------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES $ 562,709 $ 609,384 $ 561,617
- -------------------------------------------------------------------------
COST AND EXPENSES:
Cost of sales 324,775 327,162 302,660
Selling, general and administrative
expenses 186,137 171,839 160,897
Amortization of intangibles 13,348 16,432 14,840
Restructuring charge 3,644 94,054
Acquired in-process research and
development costs 7,973
- -------------------------------------------------------------------------
Total 527,904 617,460 478,397
- -------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS 34,805 (8,076) 83,220
- -------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest expense (8,421) (10,330) (8,714)
Other - net 3,182 2,929 2,397
- -------------------------------------------------------------------------
Total (5,239) (7,401) (6,317)
- -------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES 29,566 (15,477) 76,903
INCOME TAXES 12,270 (1,623) 30,886
- -------------------------------------------------------------------------
NET INCOME (LOSS) $ 17,296 $ (13,854) $ 46,017
=========================================================================
EARNINGS (LOSS) PER COMMON SHARE
BASIC $ .56 $ (.45) $ 1.51
DILUTED $ .56 $ (.45) $ 1.50
=========================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -F6-
<PAGE>
<TABLE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
Year ended December 31
1997 1996 1995
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 17,296 $(13,854) $ 46,017
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 39,274 42,714 48,317
Provision for restructuring charge (2,341) 87,631
Acquired in-process research and development costs 7,973
Gain on sale of assets (2,746) (214) (239)
Other - net 3,854 1,068 2,426
Change in assets and liabilities net of
effects of businesses acquired:
Deferred income taxes 8,102 (34,205) (353)
Accounts receivable (3,534) (848) (9,575)
Inventories and other current assets (2,588) 11,131 (22,038)
Accounts payable and accrued expenses 9,032 (3,105) 10,989
Other - net 5 (27) 112
- -----------------------------------------------------------------------------------
Net cash provided by operating activities 66,354 98,264 75,656
- -----------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (45,394) (28,920) (33,391)
Proceeds from sale of property, plant and equipment 27,486 5,699 1,748
Payment for acquisition of businesses -
net of cash acquired (35,023) (36,464)
Change in short-term investments - net (3,036) 248 2,850
Other - net (3,583) (11,397) 1,440
- -----------------------------------------------------------------------------------
Net cash used in investing activities (24,527) (69,393) (63,817)
- -----------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Short-term borrowings - net (43,089) 8,000 9,000
Repayment of long-term debt (4,717)
Purchases of treasury stock (2,221) (739) (52)
Issuance of treasury stock 4,771 6,234 3,879
Dividends paid (9,287) (31,385) (31,123)
Other - net (122) (1,176) (640)
- -----------------------------------------------------------------------------------
Net cash used in financing activities (54,665) (19,066) (18,936)
- -----------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (12,838) 9,805 (7,097)
Cash and cash equivalents at beginning of year 22,667 12,862 19,959
- -----------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 9,829 $ 22,667 $ 12,862
===================================================================================
Cash paid during the year for:
Interest $ 8,270 $ 10,425 $ 8,483
===================================================================================
Income taxes $ 5,529 $ 32,205 $ 31,708
===================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -F7-
<PAGE>
<TABLE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share and per share amounts)
--- Years Ended December 31, 1997, 1996 and 1995 ---
<CAPTION>
Foreign
Additional Currency
Common Paid-In Retained Treasury Translation
Stock Capital Earnings Stock Adjustment
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1994 $ 37,907 $ 3,389 $ 346,660 $ (184,596) $ 54
Net income 46,017
Cash dividends, $1.02 per share (31,123)
Purchase of 2,337 shares of treasury
stock (52)
Issuance of 218,188 shares of treasury
stock under employee stock plans (1,026) 4,905
Other 12
- -------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995 37,907 2,375 361,554 (179,743) 54
Net loss (13,854)
Cash dividends, $1.02 per share (31,385)
Purchase of 28,916 shares of treasury
stock (739)
Issuance of 298,136 shares of treasury
stock under employee stock plans and
conversion of debentures (343) 6,577
- -------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 37,907 2,032 316,315 (173,905) 54
Net income 17,296
Cash dividends, $.30 per share (9,287)
Purchase of 107,558 shares of treasury
stock (2,221)
Issuance of 241,554 shares of treasury
stock under employee stock plans and
conversion of debentures (678) 5,449
Other 104 (240)
- -------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 $ 37,907 $ 1,458 $ 324,324 $ (170,677) $ (186)
=======================================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -F8-
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
Consolidation - The consolidated financial statements include
the financial statements of John H. Harland Company and its majority-
owned subsidiaries (the "Company"). Intercompany balances and
transactions have been eliminated.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash Equivalents - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be
cash equivalents.
Inventories - Inventories are stated at the lower of cost or
market. Cost of inventory for checks and related forms is determined
by average costing. Cost of scannable forms and hardware component
parts inventories is determined by the first-in, first-out method.
Cost of data entry terminals is determined by the specific
identification method.
Impairment of Long-Lived Assets - Effective January 1, 1996, the
Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS 121"). Assets held for disposal are
carried at the lower of carrying amount or fair value, less estimated
cost to sell such assets. The Company reviews long-lived assets and
certain intangibles for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, and any impairment losses are reported in the period in
which the recognition criteria are first applied based on the fair
value of the asset. There was no impact on the financial statements
upon adoption of SFAS 121, other than the portion of the restructuring
charges related to disposition of assets.
Investments - Short-term investments are carried at cost plus
accrued interest, which approximates market, and consist primarily of
certificates of deposit and demand notes with original maturities in
excess of three months. Marketable equity securities and other long-
term investments are carried at cost, which approximates market. The
Company classifies substantially all of its investments as available-
for-sale securities.
Goodwill and Other Intangibles - Goodwill represents the excess
of acquisition costs over the fair value of net assets of businesses
acquired and is amortized on a straight-line basis over periods from
12 to 40 years. Other intangible assets consist primarily of purchased
customer lists and non-compete covenants, which are amortized on a
straight-line basis over periods ranging from two to eight years.
Carrying values of goodwill and other intangibles are periodically
reviewed to assess recoverability based on expectations of
undiscounted cash flows and operating income for each related business
unit. Impairments would be recognized in operating results if a
permanent diminution in value was indicated. Amortization periods of
intangible assets are also reviewed to determine whether events or
circumstances warrant revision to estimated useful lives.
Other Assets - Other assets consist primarily of capitalized
costs of software to be sold, which are amortized over three years or
the expected life of the product, and prepaid customer incentive
payments, which are amortized as a reduction of sales over the life of
the related contract. Unamortized software included within Other
Assets were $4.7 million at December 31, 1997. The charge to expense
for amortization of such assets is not significant.
- -F9-
<PAGE>
Property, Plant and Equipment - Property, plant and equipment
are carried at cost. Depreciation of buildings is computed primarily
by the declining balance method. Depreciation of equipment, furniture
and fixtures is calculated by the straight-line or sum-of-the-years
digits methods. Leasehold improvements are amortized by the straight-
line method over the life of the lease or the life of the property,
whichever is shorter. Accelerated methods are used for income tax
purposes for all property where allowed. The Company capitalizes the
qualifying costs of software developed or obtained for internal use.
Depreciation is computed for internal use software by using the
straight-line method over three to five years.
Revenue Recognition - Sales of products and services are
recorded based on shipment of products or performance of services.
Revenue from maintenance contracts is deferred and recognized over the
period of the agreements.
Earnings Per Common Share - Earnings per common share for all
periods have been computed under the provisions of a new accounting
standard, Statement of Financial Accounting Standards No. 128
"Earnings Per Share", which was adopted in 1997 and calls for the
restatement of all periods presented on a comparable basis. The net
income (loss) used in the calculation of diluted earnings per common
share is adjusted for the effect of the interest on the conversion of
the subordinated debt. The net income (loss) used for the calculation
of diluted earnings (loss) per common share for 1997, 1996 and 1995
were $17,702,000, $(13,444,000) and $46,438,000, respectively. The
average number of common shares used in the calculation of basic
earnings per common share for 1997, 1996 and 1995 were 30,970,900,
31,056,200, and 30,440,900, respectively. The average number of common
share equivalents used in the calculation of diluted earnings per
common share for 1997, 1996 and 1995 were 31,445,500, 31,646,900 and
30,878,500, respectively. The common share equivalents relate to
options under stock compensation plans and the effect of the
conversion of the subordinated debt.
Research and Development Costs - The Company expenses research
and development costs, including expenditures related to development
of software that do not qualify for capitalization. The Company
expensed $4.5 million for research and development costs in 1997.
Income Taxes - Deferred tax liabilities and assets are
determined based on the difference between financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for
the year in which differences are expected to reverse.
Reclassifications - Certain reclassifications have been made in
the 1995 and 1996 financial statements to conform to the 1997
classifications.
New Accounting Standards - In June 1997, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130) and
Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" (SFAS 131).
SFAS 130 establishes standards for the reporting and displaying of
comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. SFAS
131 establishes standards for the way that public business enterprises
report selected information about operating segments in interim
financial reports issued to shareholders. The Company will adopt SFAS
130 and SFAS 131 in 1998. Management does not expect these new
pronouncements to significantly impact the presentation of the
Company's consolidated financial statements.
2. RESTRUCTURING CHARGE
In 1996, the Company announced plans to consolidate its 40 check
imprint plants into a network of regional facilities (the
- -F10-
<PAGE>
"Restructuring"). As part of the Restructuring, the Company recorded
pre-tax charges as follows in the year ended December 31, 1996 (in
thousands):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
<S> <C>
Write down of equipment and facilities $ 45,132
Write down of intangible assets 23,198
Employee severance 17,943
Other 7,781
- -------------------------------------------------------------------
Total $ 94,054
===================================================================
</TABLE>
The Restructuring relates to consolidation of manufacturing
operations, including severance and associated revaluation of assets,
and valuation adjustments related to discontinuing certain subsidiary
product lines.
During 1997, the Company recorded a net restructuring charge of
$3.6 million. This charge included severance of $5.9 million that was
not previously accrued and reversals of certain restructuring accruals
of $2.3 million.
In 1997 and 1996, the Company made payments totaling $6.0
million and $6.4 million, respectively, related to the Restructuring,
for previously accrued restructuring costs. Management expects to
incur additional charges in 1998, predominantly related to employee
severance. As part of this Restructuring, certain assets,
predominantly land and buildings for the facilities to be closed, are
held for sale (see Note 4). Accrued restructuring costs consist
primarily of severance and other related costs associated with plant
consolidation strategies and are expected to be paid primarily in
1998.
3. ACQUISITIONS
During 1996 and 1995, the Company acquired the businesses
described below, which were accounted for using the purchase method of
accounting. The results of operations of each acquisition are included
in the consolidated financial statements from the date of acquisition.
On May 31, 1996, the Company's wholly owned subsidiary,
Marketing Profiles, Inc., acquired the common stock of Florida-based
OKRA Marketing Corporation ("OKRA") for cash. The acquisition price
was funded with proceeds from short-term borrowings. OKRA designs,
develops, markets and supports proprietary application software
products and systems, and provides data processing services utilizing
such products and systems. Cash paid for this acquisition totaled
$24.6 million, net of related acquisition costs of $0.4 million. As
part of this acquisition, the Company acquired in-process research and
development costs of $8.0 million, which was expensed at acquisition.
Of the total acquisition costs, approximately $19.4 million was
allocated to intangible assets, of which $11.5 million represented
goodwill which is being amortized on a straight-line basis over 15
years.
On May 15, 1996, the Company acquired with cash an additional
one percent of the common stock of G.H. Grupo Industrial, S.A. de C.V.
and its wholly owned subsidiary Galas Harland, S.A. de C.V., resulting
in 51% ownership.
On July 3, 1995, the Company's wholly owned subsidiary, Scantron
Corporation, acquired the net assets of Quality Computers &
Applications Inc. ("QCA") for cash paid at closing and a contingent
purchase payment payable in 1999. The contingent purchase payment is
based upon a multiple of QCA's 1998 operating results as defined in
the acquisition agreement which, if paid, will be recorded as an
increase in goodwill and will be amortized over the remaining life of
the associated goodwill. The acquisition price was funded with
proceeds from short-term borrowings. QCA is a mail-order retailer of
- -F11-
<PAGE>
software and hardware to the educational technology market. The new
entity operates under the name Scantron Quality Computers, Inc.
On August 31, 1995, the Company acquired the net assets of
dataPRINT, a division of Data Print, Inc., for cash and a note
payable. The cash paid at closing was funded with proceeds from short-
term borrowings. dataPRINT produces computer-compatible forms,
particularly forms utilized by personal finance software packages.
Assets acquired through acquisitions in 1995 totaled $23.1
million, net of liabilities assumed of $1.8 million. Cash paid for
these acquisitions totaled $11.1 million along with a $12.0 million
note that was paid in January 1996. Of the total acquisition costs,
$20.3 million was allocated to intangible assets, of which $10.6
million represented goodwill which is being amortized over 15 to 20
year periods.
Goodwill and other intangible assets acquired in acquisitions
consist of the following as of December 31 (in thousands):
<TABLE>
<CAPTION>
1997 1996
- ---------------------------------------------------------
<S> <C> <C>
Goodwill $ 120,766 $ 119,125
Non-compete covenants 30,350 30,350
Customer lists 22,014 22,014
- ---------------------------------------------------------
Total 173,130 171,489
Less accumulated amortization 57,592 43,998
- ---------------------------------------------------------
Total $ 115,538 $ 127,491
=========================================================
</TABLE>
The following represents the unaudited pro forma results of
operations which assume the acquisitions occurred at the beginning of
the respective year in which the assets were acquired as well as the
beginning of the immediately preceding year. These results include
certain adjustments, primarily increased amortization of intangible
assets, increased interest expense, reduced interest income and
depreciation expense, offset by in-process research and development
costs expensed in 1996 (in thousands, except per share amounts):
<TABLE>
1996 1995
- ---------------------------------------------------------
<S> <C> <C>
Net sales $ 615,063 $ 591,468
Net income (loss) (7,762) 41,448
Earnings (loss) per common share:
Basic (.25) 1.36
Diluted (.25) 1.34
</TABLE>
The pro forma financial information presented does not purport
to be indicative of either the results of operations that would have
occurred had the acquisitions taken place at the beginning of the
periods presented or of future results.
4. ASSETS HELD FOR DISPOSAL
As part of the Company's strategy to consolidate its check
imprint plants into regional facilities, certain assets, predominantly
land, buildings and equipment at the facilities to be closed with a
carrying value of $8.7 million and $30.7 million, were held for sale
at December 31, 1997 and 1996, respectively. The Company expects to
sell these assets within one year of the related facility being
closed. Fair value of land and buildings was determined by independent
valuation. Fair value of equipment and other assets was determined by
management valuation based on recent disposals of similar equipment.
The impairment loss recorded in 1996, which totaled $45.1 million is
included within the restructuring charge as discussed in Note 2.
- -F12-
<PAGE>
5. SHORT-TERM DEBT
As of December 31, 1997, the Company had available unsecured
lines of credit under which it could borrow up to $111.0 million in
the form of short-term notes, for which no compensating balances or
commitment fees are required. As of December 31, 1997, there were no
amounts outstanding under these unsecured lines of credit. As of
December 31, 1996, $43 million was outstanding under these unsecured
lines of credit, bearing an average variable interest rate of 5.85%.
6. LONG-TERM DEBT
Long-term debt consisted of the following as of December 31 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------
<S> <C> <C>
Series A Senior Notes $ 85,000 $ 85,000
Term Loan 15,000 15,000
Convertible Subordinated Debentures 9,288 9,847
Industrial Development Refunding Revenue Bonds 4,000
Other 252 1,329
- ----------------------------------------------------------------------
Total 109,540 115,176
Less current portion 182 1,101
- ----------------------------------------------------------------------
Long-term debt $ 109,358 $ 114,075
======================================================================
</TABLE>
The Company has outstanding $85 million of Series A Senior Notes
("Senior Notes") and a $15 million Term Loan ("Term Loan"), which bear
interest at fixed interest rates of 6.60% and 6.63%, respectively. The
Senior Notes mature from 2004 to 2008 and the Term Loan is due 2003.
The Company's 6.75% convertible subordinated debentures are
convertible into common stock of the Company at any time prior to
maturity, at a conversion price of $25.17 per share, subject to
adjustment in certain events. As of December 31, 1997, 378,506 shares
of common stock were reserved for conversion of the debentures. The
debentures are entitled to an annual mandatory sinking fund, which
commenced June 1, 1996, calculated to retire 75% of the debentures
prior to maturity in 2011. The debentures are redeemable, in whole or
in part, at any time at the option of the Company at par plus accrued
interest. The debentures are subordinated to all senior debt.
In 1994, the Company executed certain agreements under which $4
million face value of Industrial Development Refunding Revenue Bonds -
Series 1994 ("the Bonds") were issued with interest at variable rates,
which averaged 3.55% in 1996 and were due in 2004. The Company retired
this debt in January 1997.
The debt agreements relating to the Senior Notes, the Term Loan
and the Bonds contain certain covenants, the most restrictive of which
limit the amount of funded indebtedness of the Company and require the
Company to maintain a minimum fixed charge coverage ratio. At December
31, 1997, the Company was in compliance with the covenants associated
with these debt instruments. Other long-term debt relates principally
to capitalized lease obligations.
Annual maturities of long-term debt including sinking fund
requirements (less subordinated debentures re-acquired) during the
next five years are: 1998 - $0.8 million; 1999 through 2002 - $0.6
million.
- -F13-
<PAGE>
7. INCOME TAXES
The provisions (benefit) for the years ended December 31, 1997,
1996 and 1995 consisted of the following (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Current: Federal $ 3,731 $ 22,218 $ 25,542
State 437 4,794 5,697
- ----------------------------------------------------------------------
Total 4,168 27,012 31,239
- ----------------------------------------------------------------------
Deferred: Federal 6,642 (24,107) (310)
State 1,460 (4,528) (43)
- ----------------------------------------------------------------------
Total 8,102 (28,635) (353)
- ----------------------------------------------------------------------
Total $ 12,270 $ (1,623) $ 30,886
======================================================================
</TABLE>
The tax effects of significant items comprising the Company's
net deferred tax assets as of December 31 were as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------
<S> <C> <C>
Current deferred tax asset:
Accrued vacation $ 1,413 $ 1,704
Deferred revenue 1,787 1,464
Accrued liabilities 1,844 1,701
Other 5,719 3,478
- ----------------------------------------------------------------------
Total 10,763 8,347
- ----------------------------------------------------------------------
Non-current deferred tax asset (liability):
Difference between book and tax basis
of property (1,468) 5,895
Deferred revenue 2,069 1,974
Deferred compensation 1,643 1,685
Postretirement benefit obligation 3,118 2,936
Other 4,132 7,522
- ----------------------------------------------------------------------
Total 9,494 20,012
Valuation allowance 0 0
- ----------------------------------------------------------------------
Net deferred tax asset $ 20,257 $ 28,359
======================================================================
</TABLE>
A reconciliation between the Federal income tax statutory rate
and the Company's effective income tax rate is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------
<S> <C> <C> <S>
Statutory rate 35.0% 35.0% 35.0%
State and local income taxes, net of
Federal income tax benefit 4.2 (1.1) 4.8
Income from Puerto Rico (0.4) 8.9 (1.7)
In-process research
and development costs (18.0)
Non-deductible goodwill 5.1 (14.7) 0.7
Other - net (2.4) 0.4 1.4
- ----------------------------------------------------------------------
Effective income tax rate 41.5% 10.5% 40.2%
======================================================================
</TABLE>
8. SHAREHOLDERS' EQUITY
Each share of common stock includes a stock purchase right,
which is not currently exercisable but would become exercisable upon
occurrence of certain events as provided for in the Rights Agreement.
The rights expire on July 5, 1999.
- -F14-
<PAGE>
9. STOCK COMPENSATION PLANS
The Company applies Accounting Principles Board Opinion No. 25
and related interpretations in accounting for its stock-based
compensation plans. Effective January 1, 1996, the Company adopted the
disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"). Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the
grant dates consistent with the method of SFAS 123, the Company's net
income (loss) and earnings (loss) per share would have changed to the
pro forma amounts listed below (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
1997 1996
- ---------------------------------------------------------------
<S> <C> <C>
Net income (loss):
As reported $ 17,296 $ (13,854)
Pro forma 15,738 (15,007)
Basic and diluted earnings
(loss) per common share:
As reported $ .56 $ (.45)
Pro forma .51 (.48)
</TABLE>
Under the John H. Harland Company Employee Stock Purchase Plan
("ESPP"), the Company is authorized to issue up to 4,350,000 shares of
common stock to its employees, most of whom are eligible to
participate. Under the ESPP, eligible employees may choose to exercise
an option to purchase shares of Company stock with earnings, which
have been withheld during each quarter. The option price is 85% of the
lower of the beginning-of-quarter or end-of-quarter market price.
During 1997, 1996 and 1995, employees exercised options to purchase
194,003 shares, 196,458 shares and 202,494 shares, respectively, from
the ESPP. Options granted under the ESPP were at prices ranging from
$17.64 to $20.77 in 1997, $17.80 to $25.87 in 1996 and $16.89 to
$19.23 in 1995. Pro forma compensation cost associated with options
granted under the ESPP is estimated based on the discount from market
value. As of December 31,1997, there were 621,629 shares of common
stock reserved for purchase under the ESPP.
Under the John H. Harland Company 1981 Incentive Stock Option
Plan, As Extended ("ISOP"), the Company may grant incentive and non-
qualified stock options to certain key employees to purchase shares of
Company stock at no less than the fair market value of the stock on
the date of the grant. The Company is authorized to issue up to
2,685,955 shares of common stock under the ISOP. Options granted under
the ISOP through July 1995 became fully exercisable one year from the
date of the grant, with a maximum life of five years. Options granted
under the ISOP after July 1995 vest ratably over a five-year period
beginning on the first anniversary of the date of the grant, and have
a maximum life of 10 years, with the exception of one grant made in
1995 that has a maximum life of seven years.
The fair value of options granted under the ISOP during 1997 was
estimated as $7.47, using the Black-Scholes option pricing model and
the following weighted average assumptions: dividend yield 2.3%,
expected volatility of 24.1%, risk-free interest rate of 6.3%, assumed
forfeiture rate of 3.0% and an expected life of eight years. The fair
value of options granted under the ISOP during 1996 was estimated as
$7.40, using the following weighted average assumptions: dividend
yield 3.9%, expected volatility of 25.4%, risk-free interest rate of
6.4%, assumed forfeiture rate of 3.0% and an expected life of eight
years. The fair value of options granted under the ISOP during 1995
was estimated as $3.32, using the following average assumptions:
dividend yield 5.0%, expected volatility of 23.4%, risk-free interest
rate of 6.1%, assumed forfeiture rate of 3.0% and an expected life of
6.8 years.
- -F15-
<PAGE>
A summary of transactions under the ISOP during the three years
ended December 31, 1997, follows:
<TABLE>
<CAPTION>
Weighted Average
Shares Exercise Price
- ----------------------------------------------------------------------
<S> <C> <C>
Outstanding - December 31, 1994 385,853 $ 22.79
Options granted 1,123,250 24.61
Options exercised (15,652) 14.02
Options canceled (82,443) 23.53
- ----------------------------------------------------------------------
Outstanding - December 31, 1995 1,411,008 $ 24.30
Options granted 1,090,000 26.52
Options exercised (85,579) 21.05
Options canceled (60,143) 23.08
- ----------------------------------------------------------------------
Outstanding - December 31, 1996 2,355,286 $ 25.47
Options granted 105,000 24.27
Options exercised (44,280) 20.84
Options canceled (182,072) 23.83
- ----------------------------------------------------------------------
Outstanding - December 31, 1997 2,233,934 $ 25.64
======================================================================
</TABLE>
As of December 31, 1997, there were 2,576,828 shares of common
stock reserved for issue under the ISOP. The following tables
summarize information pertaining to options outstanding and
exercisable under the ISOP as of December 31:
<TABLE>
<CAPTION>
Options Outstanding 1997
- ----------------------------------------------------------------------
Weighted Weighted
Average Remaining Average
Range of Number Contractual Life Exercise
Exercise Prices Outstanding (Years) Price
- ----------------------------------------------------------------------
<S> <C> <C> <C>
$15 to $20 125,000 5.37 $ 19.49
$20 to $25 961,584 4.71 22.50
$25 to $30 752,350 2.73 27.52
$30 to $35 395,000 8.80 31.44
- ----------------------------------------------------------------------
Total 2,233,934 6.28 $ 25.64
======================================================================
</TABLE>
<TABLE>
<CAPTION>
Options Exercisable
1997 1996
- ----------------------------------------------------------------------
Weighted Weighted
Average Average
Range of Number Exercise Number Excercise
Exercise Prices Exercisable Price Exercisable Price
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
$10 to $15 3,567 $ 11.59
$15 to $20 70,000 $ 19.38 89,785 19.15
$20 to $25 321,583 22.06 259,584 23.12
$25 to $30 308,351 27.28 112,351 29.55
$30 to $35 79,000 31.44
- ----------------------------------------------------------------------
Total 778,934 465,287
======================================================================
</TABLE>
10. EMPLOYEE RETIREMENT AND SAVINGS PLANS
Effective April 1, 1996, the Company merged substantially all of
the Company's profit sharing plan assets with the Company's Master
401(k) Plan and Trust ("401(k) plan"). John H. Harland Company of
Puerto Rico ("Harland PR") assumed sponsorship of the profit sharing
plan since remaining assets relate only to Harland PR employees.
Harland PR's profit sharing plan is a non-contributory plan to
provide retirement income for Harland PR employees. Contributions to
- -F16-
<PAGE>
the profit sharing plan were $0.4 million in 1996 and $7.9 million in
1995.
The 401(k) plan is a defined contribution 401(k) plan with an
employer match covering any employee of the Company or a participating
affiliate of the Company who is not a non-resident alien. Participants
may contribute on a pre-tax and after-tax basis, subject to maximum
IRS limits and not exceeding 17% of annual compensation. Effective
January 1, 1996, the Company matches employee contributions $0.50 for
every dollar up to a maximum Company matching contribution of 3% of
qualified annual compensation. Additional contributions may be made
from accumulated or current net profits at the board of directors'
discretion. Contributions to the 401(k) plan were $3.4 million in
1997, $3.5 million in 1996 and $0.6 million in 1995.
The Company has unfunded deferred compensation agreements with
certain officers. The present value of cash benefits payable under the
agreements is being provided over the periods of active employment and
totaled $3.9 million at December 31, 1997 and 1996. The charge to
expense for these agreements is not significant.
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
The Company sponsors two defined postretirement benefit plans
that cover qualifying salaried and non-salaried employees. One plan
provides health care benefits and the other provides life insurance
benefits. The medical plan is contributory and contributions are
adjusted annually based on actual claims experience. The life
insurance plan is non-contributory. The Company's intent is that the
retiree provide the majority of the actual cost of providing the
medical plan. Neither plan is funded.
As of December 31, 1997, the accumulated postretirement benefit
obligation ("APBO") under such plans was $12.8 million. The following
table reconciles the plans' status to the accrued postretirement
health care and life insurance liability reflected on the balance
sheet as of December 31 (in thousands):
<TABLE>
<CAPTION>
1997 1996
- -------------------------------------------------------------------
<S> <C> <C>
APBO:
Retirees $ 7,248 $ 3,201
Fully eligible participants 1,720 2,054
Other participants 3,804 4,094
- -------------------------------------------------------------------
12,772 9,349
Unrecognized net loss (3,794) (977)
- -------------------------------------------------------------------
Accrued postretirement cost -
included in Other Liabilities $ 8,978 $ 8,372
===================================================================
</TABLE>
Net periodic postretirement costs ("NPPC") are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
- -------------------------------------------------------------------
<S> <C> <C> <C>
Service costs $ 322 $ 313 $ 280
Interest on APBO 712 661 543
Net amortization 3 1
- -------------------------------------------------------------------
Total $ 1,037 $ 975 $ 823
===================================================================
</TABLE>
The cost of providing medical benefits was assumed to increase
by 7.5% in 1998, 7.0% in 1999, reduced by 0.5% each year until a 5.5%
rate is reached in 2002. The medical cost trend rate assumption could
have a significant effect on amounts reported. An increase of 1.0% in
the assumed rate of increase would have had the effect of increasing
the APBO by $1.4 million and the NPPC by $142,000. The weighted
- -F17-
<PAGE>
average discount rate used in determining the APBO was 7.25% in 1997
and 7.75% in 1996 and 1995, and employee earnings were estimated to
increase 3.5% annually until age 65.
12. Financial Instruments
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate that value:
Short-term investments - The carrying value approximates fair
value because of the short maturity of those instruments.
Long-term investments - The fair values of certain investments
are estimated based on quoted market prices. The fair values of the
Company's investments in limited partnerships are based on estimates
by general partners in the absence of readily ascertainable market
values. The fair value of the Company's other investments, which are
not actively traded and are immaterial, is based on an estimate of the
net realizable value of those investments.
Short-term debt - The carrying value approximates fair value.
Long-term debt - The fair value of the Company's convertible
debentures is based on recent market quotes. The fair value of other
long-term debt is based on estimated rates currently available to the
Company for debt with similar terms and maturities.
The carrying values and estimated fair values of the Company's
financial instruments at December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
Carrying Value Fair Value
- ------------------------------------------------------------------
1997 1996 1997 1996
- ------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments:
Short-term $ 3,188 $ 152 $ 3,188 $ 152
Long-term 5,185 6,178 5,321 6,499
Debt:
Short-term 43,089 43,089
Long-term 109,358 114,075 109,095 112,740
</TABLE>
13. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company is subject to
various legal proceedings and claims. The Company believes that the
ultimate outcome of these matters will not have a material effect on
its financial statements.
Total rental expense was $9.4 million in 1997 and 1996,and
$8.0 million in 1995. Minimum annual rentals under non-cancellable
operating leases at December 31, 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
1998 $ 7,906
1999 7,512
2000 5,816
2001 3,557
2002 3,465
Thereafter 25,924
- ------------------------------------------------
Total $ 54,180
================================================
</TABLE>
The Company has an agreement with a vendor who will perform
certain customer-related functions through 2001. Annual costs under
this relationship are estimated to be $12.5 million in 1998 through
2001.
- -F18-
<PAGE>
14. BUSINESS SEGMENTS
The Company operates its business in two segments. The Financial
Services segment ("FS") includes checks, forms and other printed
products, database marketing software, direct marketing campaign
management and loan origination software sold primarily to financial
institutions.
The Scantron segment represents products and services sold by
its Scantron subsidiary including optical mark reading equipment,
scannable forms, mail order software and maintenance services.
Scantron sells these products and services primarily to education
markets.
The Company's operations are primarily in the United States and
Puerto Rico. There were no significant inter-segment sales and no
material amounts of the Company's sales are dependent upon a single
customer. Equity investments as well as foreign assets are not
significant to the consolidated results of the Company. Operating
income or loss includes restructuring charges and in-process research
and development costs written off but excludes interest income,
interest expense and other non-operating gains and losses. Corporate
assets consist primarily of cash and cash equivalents, investments and
other assets not employed in production.
Summarized financial information by business segment for 1997, 1996
and 1995 is as follows (in thousands):
<TABLE>
<CAPTION>
Consol-
FS Scantron Corporate idated
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997
Sales $ 477,480 $ 85,229 $ 562,709
Operating income 45,933 14,240 $ (25,368) 34,805
Identifiable assets 330,635 55,107 40,444 426,186
Depreciation and
amortization 34,192 5,082 39,274
Capital expenditures 42,589 2,805 45,394
1996
Sales $ 527,168 $ 82,216 $ 609,384
Operating income (loss) 13,427 (184) $ (21,319) (8,076)
Identifiable assets 349,105 57,217 48,409 454,731
Depreciation and
amortization 36,297 6,417 42,714
Capital expenditures 26,309 2,611 28,920
1995
Sales $ 484,342 $ 77,275 $ 561,617
Operating income 92,192 8,065 $ (17,037) 83,220
Identifiable assets 380,747 65,863 28,040 474,650
Depreciation and
amortization 41,321 6,996 48,317
Capital expenditures 29,516 3,875 33,391
</TABLE>
- -F19-
<PAGE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
Supplemental Financial Information
<TABLE>
SELECTED QUARTERLY FINACIAL DATA, DIVIDENDS PAID AND STOCK PRICE RANGE
(In thousands except per share amounts)
<CAPTION>
--------- Quarter ended ----------
March 31 June 30 September 30 December 31
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997:
Net sales $ 139,266 $ 139,691 $ 142,099 $ 141,653
Gross profit 59,777 57,889 59,521 60,747
Net income 5,023 6,592 4,829 852
Per common share:
Basic and diluted
earnings .16 .21 .16 .03
Dividends paid .075 .075 .075 .075
Stock market price:
High 32 7/8 24 1/2 24 1/4 23 15/16
Low 23 5/8 18 3/8 18 3/8 20 1/4
1996:
Net sales $ 152,247 $ 149,645 $ 155,912 $ 151,580
Gross profit 67,255 69,736 72,857 72,374
Net income (loss) 8,446 (51,063) 14,038 14,725
Per common share:
Basic and diluted
earnings (loss) .28 (1.66) .45 .47
Dividends paid .255 .255 .255 .255
Stock market price:
High 27 1/4 29 7/8 32 3/8 33
Low 21 1/4 20 3/4 23 1/2 29 7/8
</TABLE>
<TABLE>
SELECTED FINANCIAL DATA
(In thousands except per share amounts)
<CAPTION>
--------- Year ended December 31 ---------
1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 562,709 $ 609,384 $ 561,617 $ 521,266 $ 519,486
Net income (loss) 17,296 (13,854) 46,017 51,240 52,522
Total assets 426,186 454,731 474,650 422,283 364,973
Long-term debt 109,358 114,075 114,574 115,226 111,542
Per common share:
Basic earnings .56 (.45) 1.51 1.68 1.62
Diluted earnings .56 (.45) 1.50 1.67 1.61
Cash dividends .30 1.02 1.02 .98 .94
Average number of
shares outstanding:
Basic 30,971 30,951 30,558 30,517 32,460
Diluted 31,446 31,647 30,878 30,999 32,881
<FN>
Earnings (loss) per share are calculated based on the weighted average
number of shares outstanding during the quarter. For 1996, that total
of the quarters differs from the earnings (loss) per share shown on
the consolidated statements of operations, which is based on the
weighted average number of shares for the entire year.
The Company's common stock (symbol:JH) is listed on the New York Stock
Exchange. At December 31, 1997 there were 7,139 shareholders of
record.
Refer to Note 2 regarding the impact of restructuring charges in 1997
and 1996.
Refer to Note 3 regarding the impact of acquisitions in 1996 and 1995.
</TABLE>
- -F20-
<PAGE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The John H. Harland Company ("the Company") operates its
business in two segments. The Financial Services segment ("FS")
includes checks, forms and other printed products, database marketing
software, direct marketing campaign management and loan compliance
software sold primarily to financial institutions.
The Scantron segment represents products and services sold by
the Company's Scantron subsidiary including optical mark reading
equipment, scannable forms, mail order software and maintenance
services. Scantron sells these products and services primarily to the
education market.
Results of Operations 1997 versus 1996
Consolidated net sales for the year ended December 31, 1997 were
$562.7 million compared to $609.4 million for the year ended December
31, 1996. FS sales totaled $477.5 million and $527.2 million for 1997
and 1996, respectively. FS check order volumes, excluding computer
checks, decreased 3.7% from 1996, and the price and product mix
decreased by 10.0%. The volume decrease is attributable to the loss of
accounts through merger of certain customers into non-customer banks,
partially offset by the addition of a large direct mail check
supplier. The price and product mix decrease is primarily attributable
to lower prices experienced as a result of the level of discounting
occurring in traditional check markets and lower prices associated
with checks sold to a direct mail supplier. Revenue from marketing
services, including database marketing software, decision support and
loan compliance services, was $58.6 million in 1997, an increase of
$4.6 million over 1996. Scantron's sales increased $3.0 million or
3.7% over 1996, due to increases in its core optical mark reading
equipment, and forms and expansion of field maintenance operations.
Consolidated gross profit decreased by 15.7% and gross margin
decreased from 46.3% in 1996 to 42.3% in 1997. The consolidated gross
margin decrease resulted from a decrease in FS gross margin partially
offset by an increase in Scantron's gross margin. FS gross margin
decreased from 46.5% in 1996 to 40.9% in 1997 due to the decline in
check pricing resulting from discounting and to transition costs
related to plant consolidations and customer service centralization.
Scantron's gross margin increased from 45.3% in 1996 to 50.1% in 1997
principally due to changes in product mix.
Consolidated selling, general and administrative expenses
increased by $14.3 million due primarily to increased costs related to
restructuring the sales organization, costs of upgrading technology,
and $4.5 million of research and development costs in 1997. These
increases were offset by a $9.4 million reduction in marketing expense
related to the winding down of the Company's direct check operations.
Selling, general and administrative expenses increased as a percentage
of sales from 28.2% in 1996 to 33.1% in 1997.
Amortization of intangibles decreased by $3.1 million from 1996
compared to 1997 as certain intangible assets were fully amortized,
and certain balances were written down in connection with the
Company's restructuring recorded in 1996.
Other income (expense) decreased from $7.4 million in 1996 to
$5.2 million in 1997 primarily due to the reduction in interest
expense associated with the repayment of short-term borrowings during
1997 and gains on sales of closed imprint facilities.
The Company's consolidated effective income tax rate for 1997
was 41.5% compared to 10.5% for 1996. The effective income tax rate of
10.5% in 1996 and the associated benefit was lower because of the
effects of permanent tax differences in 1996 related to the
- -F21-
<PAGE>
restructuring charge, non-deductible acquired in-process research and
development charge and non-deductible amortization of intangibles.
The Company's net income for 1997 was $17.3 million compared to
a net loss of $13.9 million for 1996. Basic and diluted earnings per
share were $.56 in 1997 compared to a loss per share of $.45 in 1996.
Included in the calculation of earnings per share of $.56 were
research and development and restructuring charges, which reduced
earnings per share by approximately $.08 and $.07 per share,
respectively, offset by a gain on the disposal of assets, which
increased earnings per share by approximately $.05. The net loss in
1996 included restructuring charges for plant consolidations and other
strategic decisions related to product development and a charge for
acquired in-process research and development costs. The total pre-tax
impact of these charges in 1996 was $102.1 million or a reduction in
earnings per share of $2.09.
Results of Operations 1996 versus 1995
Consolidated net sales increased $47.8 million or 8.5%. FS sales
totaled $527.2 million, an increase of 8.8% over 1995. FS check order
volumes, excluding computer checks, increased by 4.8% over 1995,
offset by a price and product mix decrease of 2.9%. The volume
increase is attributable to one-time conversion sales in 1996,
resulting from financial institution mergers, and to the commencement
in August 1996 of a five-year agreement with a direct mail check
supplier. The price and product mix decrease is attributable in part
to that contract. Although the average revenue per unit is lower under
this contract than for sales to financial institutions, the cost of
producing these units is substantially less since order entry and
customer service are provided by the direct mail check supplier.
Computer checks and other printed product revenues increased by 23.1%
as a result of the dataPRINT acquisition in August 1995. Revenue from
marketing services, including database marketing software, decision
support and loan compliance services, was $54 million in 1996, an
increase of 29% over 1995. Scantron's sales increased $4.9 million or
6.4% over 1995 principally due to the acquisition of Quality Computers
& Applications Inc. ("QCA") in July 1995.
Consolidated gross profit increased by 9.0% and gross margin
increased from 46.1% in 1995 to 46.3% in 1996. FS gross margin
increased from 45.9% in 1995 to 46.5% in 1996 due to lower operating
costs, partially offset by the impact of the loss of highly profitable
financial institution business, primarily through mergers, in late
1995 and in 1996. Scantron's gross margin decreased from 47.6% in 1995
to 45.3% in 1996 reflecting the acquisitions of lower margin
businesses. Consolidated gross margin increased as a result of a
reduction of $10.4 million in depreciation and amortization related to
valuation adjustments to certain assets included in the 1996
restructuring charge.
Consolidated selling, general and administrative expenses
increased by $10.9 million due primarily to the additional expenses
from acquired operations, including QCA, dataPRINT and OKRA Marketing
Corporation ("OKRA"), and increased corporate expenses related to the
Company's restructuring. These increases were partially offset by
reduced employee benefit costs of $4.6 million related to the merger
of the Company's profit sharing plan into its 401(k) plan and reduced
depreciation and amortization expense of $0.9 million related to the
restructuring charge. Selling, general and administrative expenses
decreased as a percentage of sales from 28.6% in 1995 to 28.2% in
1996.
During 1996, the Company recognized charges of $94.1 million and
$8.0 million related to restructuring and acquired in-process research
and development, respectively. These charges reflect the Company's
plans for consolidation of operations and other strategic decisions
related to products.
- -F22-
<PAGE>
Amortization of intangibles increased by $1.6 million as a
result of increased goodwill related to acquisitions and contingent
acquisition payments, offset by a reduction in amortization of $2.8
million related to the intangibles written down as part of the
restructuring.
Other income (expense) increased from a $6.3 million expense in
1995 to a $7.4 million expense in 1996 primarily due to increased
interest resulting from higher average levels of short-term debt in
1996 related to the OKRA acquisition and final contingent payments
associated with the 1994 acquisition of Marketing Profiles, Inc.
The Company's consolidated effective income tax rate for 1996
was 10.5% compared to 40.2% for 1995. The decrease in the effective
tax rate and the associated tax benefit were primarily due to the
effects of permanent tax differences in the restructuring charge, non-
deductible acquired in-process research and development charge and
non-deductible amortization of intangibles.
The Company reported a net loss for 1996 of $13.9 million
compared to net income of $46.0 million for 1995. Basic and diluted
loss per share were $.45 in 1996. Basic earnings per share and diluted
earnings per share were $1.51 and $1.50, respectively in 1995. The
restructuring charges in 1996 reduced consolidated basic earnings per
share by approximately $1.83, and the charge for acquired in-process
research and development costs reduced consolidated basic earnings per
share by approximately $.26.
Financial Condition, Capital Resources and Liquidity
Cash flows provided by operating activities in 1997 were $66.4
million compared to $98.3 million in 1996. The primary uses of funds
in 1997 were for repayment of short-term borrowings, capital
expenditures and dividends paid to shareholders. Purchases of
property, plant and equipment totaled $45.4 million in 1997, compared
to $28.9 million in 1996. Payments made for acquisition of businesses
and for settlements of earnout provisions in previous acquisitions
were $35.0 million in 1996. In January 1997, the Company's board of
directors approved a reduction in the Company's annual dividend on its
common stock from $1.02 to $.30 per share to support long-term growth
through a more strategic use of cash.
The Company has unsecured lines of credit that provide for
borrowings up to $111.0 million. As of December 31, 1997, the Company
had no outstanding balances under these lines of credit.
On December 31, 1997, the Company had $9.8 million in cash and
cash equivalents. The Company believes that its current cash position,
funds from operations and the availability of funds under its lines of
credit will be sufficient to meet anticipated requirements for working
capital, dividends, capital expenditures and other corporate needs.
The Company also believes that it possesses sufficient unused debt
capacity and access to debt and equity capital markets to pursue
additional acquisition opportunities.
Outlook
To improve service quality, reduce costs and increase the
profitability of its check printing business, the Company is
standardizing products and production processes and is consolidating
and restructuring its manufacturing operations. This strategy includes
linking the check printing business with financial institution
customers' marketing programs. The strategy also requires the
development of additional marketing services, which will enhance the
Company's database management capabilities.
- -F23-
<PAGE>
During 1996, the Company announced plans to consolidate its 40
check imprint plants into a network of regional facilities and to
incorporate advanced manufacturing technology and systems into this
network. During 1997, 17 imprint plants and three web plants were
closed. Although the Company has extended its consolidation schedule
to accommodate significant new business in 1998, five imprint plants
and one web facility are scheduled to be consolidated during 1998. The
remaining imprint plants scheduled for consolidation will be closed in
1999.
To support the business strategies, the Company expects to incur
additional charges, predominantly related to employee severance, of
approximately $9 million in 1998 and $2.5 million in 1999.
Risk Factors And Cautionary Statements
When used in this Form 10-K and in subsequent filings by the
Company with the Securities and Exchange Commission, in the Company's
press releases and in written or oral statements made by authorized
representatives of the Company, the words or phrases "should result",
"are expected to", "will continue", "will approximate", "is anticipated",
"estimate", "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are necessarily subject
to certain risks and uncertainties, including, but not limited to, those
discussed below that could cause actual results to differ materially from
the Company's historical experience and its present expectations or
projections. Caution should be taken not to place undue reliance on any
such forward-looking statements, which speak only as of the date such
statements are made and which may or may not be based on historical
experiences and/or trends which may or may not continue in the future.
The Company does not undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances occurring
after the date of such statements or to reflect the occurrence of
unanticipated events.
Various factors may affect the Company's financial performance,
including, but not limited to, those factors discussed below and could
cause the Company's actual results for future periods to differ from any
opinions, statements or projections expressed with respect thereto. Such
differences could be material and adverse.
Regarding the rebuilding of the Company's manufacturing
operations, there can be no assurances that the printing plant
consolidation will occur within the projected time frame and that it,
combined with the centralization and outsourcing of customer service,
will result in the anticipated quality improvements or projected costs
savings. Many variables will impact the ability to improve production
efficiencies and reduce redundant expenses. These include, but are not
limited to, the ability to hire and train employees at the Company's
regional facilities, the development and implementation of new
manufacturing technology and information systems used in the Company's
data entry and production operations and the successful development of
software to enhance call center operations. Further, there can be no
assurance that the Company can reproduce or improve upon historic trends
related to costs or profit margins. Many factors can affect the Company's
ability to improve cost and profitability trends, including, among other
factors, revenue per unit, the ability to secure similar materials prices
and labor rates. Competition among suppliers, restricted supply of
materials, labor and services, and other such factors outside of the
Company's control, may adversely affect prices and may materially impact
the Company's results.
Several factors outside the Company's control, could negatively
impact check revenue. These include the continuing expansion of
alternative payment systems such as credit cards, debit cards and other
forms of electronic commerce or on-line payment systems. Check revenues
could also be adversely affected by continued consolidation of financial
- -F24-
<PAGE>
institutions and competitive check pricing, among other factors. There
can be no assurances that the Company will not lose significant customers
or that any such loss could be offset by the addition of new customers.
Also, there can be no assurance that the Company will experience similar
or higher revenue as achieved in prior years, or that any targets or
projections made relating to check revenues will be achieved.
While the Company believes substantial growth opportunities exist
in FS, specifically Marketing Services such as Decision Support software
and Direct Marketing, there can be no assurances that the Company will
achieve its growth targets. There are many variables relating to the
development of the next generation Decision Support software, including
the timing and costs of the development effort, the viability of the
product, product acceptance and competition. Also, no assurance can be
made as to market acceptance and to the potential impact of governmental
regulations on the Company's ability to expand its Direct Marketing
business and meet projected growth targets.
There can also be no assurance that all or some of the anticipated
cost savings expected from rebuilding the manufacturing operation will
not be offset by increased expenses from other areas or be shared with
the customers in the form of discounted prices. As a result, the full
impact of the cost savings may not be fully reflected in operating
income.
From time to time, authorized representatives of the Company may
make predictions or forecasts regarding the Company's future results,
including estimated earnings. Any such forecast reflects various
assumptions, which are subject to significant uncertainties, many of
which may prove to be incorrect. Further, the achievement of any forecast
depends on numerous factors, many of which are beyond the Company's
control. As a result, there can be no assurance that the Company's
performance will be consistent with any management forecasts or that the
variation from such forecasts may not be material and adverse.
Accordingly, investors are cautioned not to base their entire analysis of
the Company's business and prospects upon isolated predictions, but
instead are encouraged to utilize the entire available mix of historical
and forward-looking information when evaluating the Company. Further,
there can be no assurance that a review of both historical trends and
predictions will necessarily lead to the same results that may actually
be experienced in the future.
In addition, authorized representatives of the Company may
occasionally comment on published projections by independent analysts
regarding the Company's future performance. Such comments should not be
interpreted as an endorsement or adoption of any given estimate or range
of estimates, or the assumptions and methodologies upon which such
estimates are based. The Company expressly disclaims any continuing
responsibility to advise analysts or the public markets of its view
regarding the current accuracy of the published estimates of outside
analysts. Persons relying on such estimates should pursue their own
independent investigation and analysis of their accuracy and the
reasonableness of the assumptions on which they are based, and they
should also be aware that actual results could differ from such
estimates.
Generally speaking, the Company does not make public its own
internal projections or budgets. Undue reliance should not be placed on
any comments regarding the differences between such independent estimates
and the Company's own expectations regarding its future operations. The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making
their estimates may differ in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes
in the Company's business, market conditions or the general economic
climate may materially impact the results obtained through the use of
differing analyses and assumptions.
- -F25-
<PAGE>
New Accounting Standards
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130) and Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" (SFAS 131). SFAS 130 establishes standards for
the reporting and displaying of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. SFAS 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments
in interim financial reports issued to shareholders. The Company will
adopt SFAS 130 and SFAS 131 in 1998. Management does not expect these
new pronouncements to significantly impact the presentation of the
Company's consolidated financial statements.
The American Institute of Certified Public Accountants recently
issued a Statement of Position, "Software Revenue Recognition." This
Statement is not expected to have a material impact on the Company's
consolidated financial statements.
Year 2000
The Company uses several application programs written over many
years that use two-digit year fields to define the applicable year,
rather than four-digit year fields. Programs that are time sensitive
may recognize a date using "00" as the year 1900 rather than the year
2000. This misinterpretation of the year could result in incorrect
computation or computer shutdown.
The Company has identified the systems that could be affected by
the year 2000 issue and is developing an implementation plan to
resolve the issue. The plan contemplates, among other things, the
replacement or modification of existing data processing systems as
necessary. In addition, management is in the process of developing
cost estimates associated with the implementation of the plan. Costs
are not expected to significantly impact the Company's consolidated
financial statements.
Management believes that with the appropriate modifications, the
Company will be able to operate its time sensitive business through
the turn of the century.
- -F26-
<PAGE>
<TABLE>
JOHN H. HARLAND COMPANY AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(In thousands of dollars)
<CAPTION>
____________________________________________________________________________________________
COLUMN A COLUMN B ---- COLUMN C ---- COLUMN D COLUMN E
ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGINNING COSTS AND OTHER AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
(1) (2)
____________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997
Allowance for doubtful accounts $ 2,886 $ 1,682 $ 367 $ 1,594 $ 3,341
======= ======== ======= ======= =======
Year Ended December 31, 1996
Allowance for doubtful accounts $ 2,251 $ 737 $ 1,266 $ 1,368 $ 2,886
======= ======== ======= ======= =======
Year Ended December 31, 1995
Allowance for doubtful accounts $ 1,970 $ 1,757 $ 274 $ 1,750 $ 2,251
======= ======== ======= ======= =======
<FN>
Notes:
(1) Represents recovery of previously written-off and credit balance accounts receivable.
(2) Represents write-offs of uncollectible accounts receivable.
</TABLE>
- -S1-
<PAGE>
EXHIBIT INDEX
(* indicates document is incorporated by reference)
Exhibit
Desig-
nation Description
______ ___________
3.1 * Amended and Restated Articles of Incorporation.
3.2 By-Laws, as amended through January 13, 1998.
4.1 Indenture, as supplemented and amended, relating to 6.75%
Convertible Subordinated Debentures due 2011 of Scantron
Corporation (omitted pursuant to Item 601(b)(4)(iii) of
Regulation S-K; will be furnished to the Commission upon
request).
4.2 * Form of Rights Agreement dated as of June 9, 1989, between
the Registrant and Citizens and Southern Trust Company.
4.3 * First Amendment dated June 12, 1992 to Rights Agreement dated
June 9, 1989 between the Company and NationsBank of Georgia
Inc., N.A., successor to Citizens and Southern Trust Company.
4.4 * Second Amendment dated July 24, 1992 to Rights Agreement
dated June 9, 1989 between the Company and Trust Company
Bank, successor to NationsBank of Georgia Inc., N.A., and to
Citizens and Southern Trust Company.
4.5 * Note Agreement dated as of December 1, 1993 between the
Company and the purchasers listed on Schedule I of the
agreement, for the issuance and sale of $85,000,000 aggregate
principal amount of 6.60% Series A Senior Notes Due December
30, 2008.
4.6 See Articles IV, V and VIII of the Registrant's Amended and
Restated Articles of Incorporation, filed as Exhibit 3.1, and
Articles I, V, and VIII of the Registrant's By-Laws, as
amended, filed as Exhibit 3.2.
10.1 * Form of Deferred Compensation Agreement between the
Registrant and Robert R. Woodson.
10.2 * Form of Monthly Benefit Amendment to Deferred Compensation
Agreement between the Registrant and Mr. Woodson.
10.3 * Form of Deferred Compensation Agreement between the
Registrant and Earl W. Rogers Jr.
10.4 * Form of Amendment to Deferred Compensation Agreement between
the Registrant and Messrs. Woodson and Rogers.
10.5 * Form of Non-Compete and Termination Agreement between the
Registrant and Messrs. Woodson, and William M. Dollar.
10.6 * Form of Non-compete and Termination Agreement between the
Registrant and Joseph M. O'Connell, S. David Passman, Mark C.
Perlberg, Rogers and John C. Walters.
10.7 * Form of Executive Life Insurance Plan between the Registrant
and Messrs. Woodson and Rogers.
10.8 * John H. Harland Company 1981 Incentive Stock Option Plan, as
Extended, as amended.
10.9 * John H. Harland Company Employee Stock Purchase Plan, as
amended.
10.10* John H. Harland Company Deferred Compensation Plan for
Outside Directors.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors
27.1 Financial Data Schedule for the year ending December 31, 1997
10-K.
27.2 Financial Data Schedule for the years ending December 31,
1996 and 1995 10-K.
27.3 Financial Data Schedule for the first, second and third
quarters of 1997 10-Q.
27.4 Financial Data Schedule for the first, second and third
quarters of 1996 10-Q.
- -X1-
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
JOHN H. HARLAND COMPANY
AS AMENDED THROUGH JANUARY 13, 1998
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held at
such place, either within or without the State of Georgia, on such date, and
at such time, as the Board of Directors may by resolution provide, or if the
Board of Directors fail to provide, then such meeting shall be held at the
principal office of the Company in Atlanta, Georgia at 10:00 a.m., on the
fourth Friday of April of each year, commencing in 1970, if not a legal
holiday under the laws of the State of Georgia, and if a legal holiday, on the
next succeeding business day.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors, by the Chairman of
the Board of Directors, by the President, or by the Company upon the
written request (which request shall set forth the purpose or purposes of the
meeting) of the shareholders of record (see Section 6(b) of Article I of these
Bylaws) of outstanding shares representing more than 50% of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting. In the event such meeting is called by the Board of
Directors, such meeting may be held at such place, either within or without
the State of Georgia, as is stated in the call and notice thereof. If such
meeting is called at the request of shareholders as provided in this Section
2, then such meeting shall be held in Atlanta, Georgia.
Section 3. Notice of Meetings. A written or printed notice
stating the place, day and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary of the Company to each holder of
record of stock of the Company at the time entitled to vote, at his address as
it appears upon the records of the Company, not less than 10 nor more than
60 days prior to such meeting. If the Secretary fails to give such notice
within 20 days after the call of a meeting, the person calling or requesting
such meeting, or any person designated by them, may give such notice
within 20 days after the call of a meeting, the person calling or requesting
such meeting, or any person designated by them, may give such notice.
<PAGE>
Notice of such meeting may be waived in writing by any shareholder.
Attendance at any meeting, in person or by proxy, shall constitute a waiver
of notice of such meeting. Notice of any adjourned meeting of the
shareholders shall not be required if the time and place to which the
meeting is adjourned are announced at the meeting at which the
adjournment is taken, unless the Board of Directors sets a new record date
for such meeting in which case notice shall be given in the manner provided
in this Section 3.
Section 4. Quorum and Shareholder Vote. A quorum for
action on any subject matter at any annual or special meeting of
shareholders shall exist when the holders of shares entitled to vote a
majority of the votes entitled to be cast on such subject matter are
represented in person or by proxy at such meeting. If a quorum is present,
the affirmative vote of such number of shares as is required by the Georgia
Business Corporation Code (as in effect at the time the vote is taken), for
approval of the subject matter being voted upon, shall be the act of the
shareholders, unless a greater vote is required by the Articles of
Incorporation or these Bylaws. If a quorum is not present, a meeting of
shareholders may be adjourned from time to time by the vote of shares
having a majority of the votes of the shares represented at such meeting,
until a quorum is present. When a quorum is present at the reconvening of
any adjourned meeting, and if the requirements of Section 3 of this Article I
have been observed, then any business may be transacted at such
reconvened meeting in the same manner and to the same extent as it might
have been transacted at the meeting as originally noticed.
Section 5. Proxies. A shareholder may vote either in
person or by proxy duly executed in writing by the shareholder. Unless
written notice to the contrary is delivered to the Company by the
shareholder, a proxy for any meeting shall be valid for any reconvention of
any adjourned meeting.
Section 6. Fixing Record Date.
(a) Except provided in paragraph (b) of this Section 6, for
the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors shall have
the power to fix a date, not more than 70 days prior to the date on which the
particular action requiring a determination of shareholders is to be taken, as
the record date for any such determination of shareholders. A record date
for the determination of shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof shall not be set less
than 10 days prior to such meeting; provided that the record date for the
determination of shareholders entitled to notice of or to vote at any special
meeting of shareholders called by the Company at the request of holders of
shares pursuant to Section 2 of Article I hereof or any adjournment thereof
shall be 20 days after the "Determination Date" (as defined in paragraph (b)
of this Section 6), and provided further that such record date shall be 70
<PAGE>
days prior to such special meeting. In any case where a record date is set,
under any provision of this Section 6, only shareholders of record on the
said date shall be entitled to participate in the action for which the
determination of shareholders of record is made, whether the action is
payment of a dividend, allotment of any rights or any change or conversion
or exchange of capital stock or other such action, and, if the record date is
set for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, only such shareholders of record shall be entitled
to such notice or vote, notwithstanding any transfer of any shares on the
books of the Company after such record date.
(b) (i) In order that the Company may determine the
shareholders entitled to request a special meeting of the shareholders or a
special meeting in lieu of the annual meeting of the shareholders pursuant
to Section 2 of Article I hereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders request such a
special meeting shall, by written notice to the Secretary, request the Board
of Directors to fix a record date. The Board of Directors shall, within 10
business days after the date on which such a request is received adopt a
resolution fixing the record date. If no record date has been fixed by the
Board of Directors within 10 business days after the date on which such a
request is received, the record date for determining shareholders entitled to
request such a special meeting shall be the first day on which a signed
written request setting forth the request to fix a record date is delivered to
the Company by delivery to its principal place of business, or any officer or
agent of the Company having custody of the books in which proceedings of
meetings of shareholders are recorded.
(ii) Every written request for a special meeting shall
bear the date of signature of each shareholder who signs the request and no
such request shall be effective to request such a meeting unless, within 70
days after the record date established in accordance with paragraph (b) (i)
of this Section, written requests signed by a sufficient number of record
holders as of such record date to request a special meeting in accordance
with Section 2 of Article I hereof are delivered to the Company in the
manner prescribed in paragraph (b) (i) of this Section.
(iii) In the event of the delivery, in the manner provided by
this Section, to the Company of the requisite written request or requests for
a special meeting and/or any related revocation or revocations, the
Company shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing a ministerial review of the
validity of the requests and revocations. For the purpose of permitting a
prompt ministerial review by the independent inspectors, no request by
shareholders for a special meeting shall be effective until the earlier of (i)
five business days following delivery to the Company of requests signed by
the holders of record (on the record date established in paragraph (b) (i) of
<PAGE>
this Section) of the requisite minimum number of shares that would be
necessary to request such a meeting under Section 2 of Article I hereof, or
(ii) such date as the independent inspectors certify to the Company that the
requests delivered to the Company in accordance with this Article represent
at least the minimum number of shares that would be necessary to request
such meeting (the earlier of such dates being herein referred to as the
"Determination Date"). Nothing contained in this paragraph shall in any
way be construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any request or
revocation thereof, whether during or after such five business day period, or
to take any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto).
(iv) Unless the independent inspectors shall deliver, on or
before the Determination Date, a certified report to the Company stating
that the valid requests for a special meeting submitted pursuant to
paragraph (iii) above represent less than the requisite minimum number of
shares that would be necessary to request a special meeting under Section 2
of Article I hereof, the Board of Directors shall, within five business days
after the Determination Date, adopt a resolution calling a special meeting of
the shareholders and fixing a record date for such meeting, in accordance
with Section 6(a) or Article I of these Bylaws.
Section 7. Notice of Shareholder Business. At an annual
meeting of the shareholders, only such business shall be conducted as shall
have been brought before the meeting (a) by or at the direction of the Board
of Directors or (b) by any shareholder of the Company who complies with
the notice procedures set forth in this Section 7 and only to the extent that
such business is appropriate for shareholder action under the provisions of
the Georgia Business Corporation Code. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company, not
less than 60 days prior to the meeting; provided, however, that in the event
that less than 40 day's notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure was made. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address,
as they appear on the Company's books, of the shareholder proposing such
business, (c) the class and number of shares of the Company which are
beneficially owned by the shareholder and (d) any material interest of the
shareholder in such business. Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7. At an annual
meeting, the Chairman shall, if the facts warrant, determine and declare to
<PAGE>
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 7, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Section 8. Notice of Shareholder Nominees. Except for
Directors who are elected by Directors pursuant to the provisions of Section
2 of Article II of these Bylaws, only persons who are nominated in
accordance with the procedures set forth in this Section 8 shall be eligible
for election as Directors. Nominations of persons for election to the Board
of Directors of the Company may be made at a meeting of shareholders (a)
by or at the direction of the Board of Directors or (b) by any shareholder of
the Company entitled to vote for the election of Directors at the meeting
who complies with the notice procedures set forth in this Section 8. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended; and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Company's books, of such
shareholder and (ii) the class and number of shares of the Company which
are beneficially owned by such shareholder. No person shall be eligible for
election as a Director of the Company unless nominated in accordance with
the procedures set forth in the Bylaws. The Chairman shall, if the facts
warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the Bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors
shall have the management of the business of the Company and, subject to
any restrictions imposed by law, by the Articles of Incorporation, or by
these bylaws, may exercise all the powers of the Company.
Section 2. Number and Term of Directors. Except as
provided in this Section 2, twelve Directors shall constitute the full Board.
<PAGE>
At any annual or special meeting the shareholders may, and at any meeting
of directors, the directors (by a vote of not less than 75% of the directors
then in office) may, fix a different number of Directors who shall constitute
the full Board, but the full Board shall consist of not less than nine nor more
than fifteen Directors. Directors shall be elected in the manner and for the
terms set out below:
Directors shall be divided into three classes, to be known as
Class A, Class B, and Class C. Each Class shall, insofar as possible, be
composed of an equal number of Directors.
The shareholders shall first elect Class A Directors to serve
until the first annual meeting of shareholders next following.
The shareholders shall first elect Class B Directors to serve
until the second annual meeting next following.
The shareholders shall first elect Class C Directors to serve
until the third annual meeting next following.
At each annual meeting after the first election of classified
Directors, the successors of the class of Directors whose terms shall expire
in that year shall be elected to hold office for the term of three (3) years, so
that the term of office of one class of Directors shall expire in each year.
The shareholders may elect less than the full number of
Directors, and any vacancy occurring in the Board of Directors by reason of
an increase in the number of Directors may be filled by the Board of
Directors, but only for a term of office continuing until the next election of
Directors by the shareholders and until the election and qualification of the
successor. Any vacancy occurring in the Board of Directors by reason of
death, retirement, resignation or removal may be filled by the Board of
Directors, and the Director elected to fill such vacancy shall be elected for
the unexpired term of his predecessor in office. Any Director elected by the
Board of Directors to fill a vacancy occurring on the Board shall be elected
by the affirmative vote of a majority of the remaining Directors.
Section 3. Meetings of the Directors. The Board of
Directors shall meet each year immediately following the annual meeting of
shareholders, and the Board may by resolution provide for the time and
place of other regular meetings. Special meetings of the Directors may be
called by the Chairman of the Board or by the President or by any two of
the Directors.
Section 4. Notice of Meetings. Notice of each meeting of
the Directors shall be given by the Secretary by mailing the same at least
ten days before the meeting or by telephone, telegraph or cablegram or in
person at least five days before the meeting, to each Director, except that no
notice need be given of regular meetings fixed by the resolution of the
Board or of the meeting of the Board held at the place of and immediately
following the annual meeting of the shareholders. Any Director may waive
<PAGE>
notice, either before or after the meeting, and shall be deemed to have
waived notice if he is present at the meeting.
Section 5. Action of Directors Without a Meeting. Any
action required by law to be taken at a meeting of, the Board of Directors,
or any action which may be taken at a meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if written
consent, setting forth the action so taken, shall be signed by all the
Directors, or all the members of the committee, as the case may be, and be
filed with the minutes of the proceedings of the Board or the committee.
Such consent shall have the same force and effect as a unanimous vote of
the Board or the committee, as the case may be.
Section 6. Committees. The Board of Directors may, in
its discretion, by the affirmative vote of a majority of the whole Board of
Directors, appoint committees, each consisting of one or more Directors,
which shall have and may exercise such delegated powers as shall be
conferred on or authorized by the resolutions appointing them, except that
no such committee may: (1) approve or propose to shareholders action that
the Georgia Business Corporation Code requires to be approved by
shareholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the Articles of Incorporation of the Corporation
pursuant to Section 14-2-1002 of the Georgia Business Corporation Code,
(4) adopt, amend or repeal these Bylaws, or (5) approve a plan of merger
not requiring shareholder approval. A majority of any such committee may
determine its action, fix the time and place of its meetings, and determine
its rules of procedure. Each committee shall keep minutes of its
proceedings and actions and shall report regularly to the Board of Directors.
The Board of Directors shall have power at any time to fill vacancies in,
change the membership of, or discharge any such committee.
Section 7. Compensation. A fee and reimbursement for
expenses for attendance at meetings of the Board of Directors or any
committee thereof may be fixed by resolution of the Board of Directors.
Section 8. Removal. Any or all directors may be removed
from office at any time with or without cause, but only by the same
affirmative shareholder vote required to amend this Section 8 as provided in
Article X of the Articles of Incorporation.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall
consist of a Chairman of the Board of Directors, a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and such other officers or
assistant officers as may be elected by the Board of Directors. Any two
offices may be held by the same person. The Board may designate a Vice-
President as an Executive Vice-President, and may designate the order in
which the other Vice-Presidents may act.
<PAGE>
Section 2. Chairman of the Board. The Chairman of the
Board shall be a member of the Board of Directors as well as serve as
chairman of the executive committee. He shall preside at all meetings of
shareholders and directors. In the absence or disability of the President, the
Chairman shall perform the duties of the President.
Section 3. President. The president shall be the chief
executive officer of the Company, subject to the direction of the Board of
Directors. He shall have such further powers and duties as from time to
time may be conferred on him by the Board of Directors. In the absence of
the Chairman of the Board the President shall preside at all meetings of the
shareholders and the Board of Directors.
Section 4. Vice-President. The Vice-President shall act in
the case of the absence or disability of the Chairman of the Board and the
President. If there is more than one Vice-President, such Vice-Presidents
shall act in the order of precedence, as set out by the Board of Directors.
Section 5. Treasurer. The Treasurer shall be responsible
for the maintenance of proper financial books and records of the Company.
Section 6. Secretary. The Secretary shall keep the
minutes of the meetings of the shareholders and the Directors and shall
have custody of and attest the seal of the corporation.
Section 7. Other Duties and Authorities. Each officer,
employee and agent shall have such other duties and authorities as may be
conferred on them by the Board of Directors.
Section 8. Removal. Any officer may be removed at any
time by the Board of Directors. A contract of employment for a definite
term shall not prevent the removal of any officer, but this provision shall
not prevent the making of a contract of employment with any officer and
shall have no effect upon any cause of action which any officer may have as
a result of removal in breach of a contract of employment.
ARTICLE IV
DEPOSITORIES, SIGNATURE AND SEAL
Section 1. Depositories. All funds of the Company shall
be deposited in the name of the Company in such depository or depositories
as the Board may designate and shall be drawn out on checks, drafts or
other orders signed by such officer, officers, agent or agents as the Board
may from time to time authorize.
Section 2. Contracts. All contracts and other instruments
shall be signed on behalf of the Company by the Chairman of the Board or
by such other officer, officers, agent or agents, as the Board from time to
time may by resolution provide.
<PAGE>
Section 3. Seal. The corporate seal of the Company shall
be as follows:
The seal may be manually affixed to any document or may
be lithographed or otherwise printed on any document with the same force
and effect as if it had been affixed manually. The signature of the Secretary
or Assistant Secretary shall attest the seal and may be a facsimile if and to
the extent permitted by law.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The
certificates of shares of capital stock of the Company shall be in such form
as may be approved by the Board of Directors and shall be signed by the
Chairman of the Board, the President or a Vice-President and by the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, provided that any such certificate may be signed by the facsimile
signature of either or both of such officers imprinted thereon if the same is
countersigned by a transfer agent of the Company, and provided further that
certificates bearing the facsimile of the signature of such officers imprinted
thereon shall be valid in all respects as if such person or persons were still
in office, even though such officer or officers shall have died or otherwise
ceased to be officers.
Section 2. Transfers of Shares. Shares of stock in the
corporation shall be transferable only on the books of the Company by
proper transfer signed by the holder of record thereof or by a person duly
authorized to sign for such holder of record. The Company or its transfer
agent or agents shall be authorized to refuse any transfer unless and until it
is furnished such evidence as it may reasonably require showing that the
requested transfer is proper.
Section 3. Lost, Destroyed or Stolen Certificates. Where
the holder of record of a share or shares of stock of the Corporation claims
that the certificate representing said share has been lost, destroyed or
wrongfully taken, the Board shall by resolution provide for the issuance of a
certificate to replace the original if the holder of record so requests before
the corporation has notice that the certificate has been acquired by a bona
fide purchaser, files with the corporation a sufficient indemnity bond, and
furnishes evidence of such loss, destruction or wrongful taking satisfactory
to the corporation, in the reasonable exercise of its discretion. The Board
may authorize such officer or agent as it may designate to determine the
sufficiency of such an indemnity bond and to determine reasonably the
sufficiency of the evidence of loss, destruction or wrongful taking.
Section 4. Transfer Agent and Registrar. The Board may
(but shall not be required to) appoint a transfer agent or agents and a
<PAGE>
registrar or registrars to transfers, and may require that all stock
certificates bear the signature of such transfer agent or of such transfer
agent and registrar.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS
Section 1. Actions Against Directors. The Corporation
shall indemnify to the fullest extent permitted by the Georgia Business
Corporation Code, any individual, made a party to a proceeding (as defined
in the Georgia Business Corporation Code) because he is or was a director,
against liability (as defined in the Georgia Business Corporation Code),
incurred in the proceeding, if he acted in a manner he believed in good faith
to be in or not opposed to the best interests of the Corporation and, in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful.
Section 2. Advance for Expenses of Directors. The
Corporation shall pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding if:
(a) The director furnishes the Corporation a written
affirmation of his good faith belief that he has met the
standard of conduct set forth in Section 1 above; and
(b) The director furnishes the Corporation a written
undertaking, executed personally on his behalf to repay
any advances if it is ultimately determined that he is not
entitled to indemnification.
The written undertaking required by paragraph (b) above
must be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendment. Except as provided in Article X
of the Company's Articles of Incorporation, these bylaws may be altered,
amended, repealed or new bylaws adopted by the Board of Directors by the
affirmative vote of a majority of all directors then holding office, but any
bylaws adopted by the Board of Directors may be altered, amended,
repealed, or any new bylaws adopted by the shareholders by the affirmative
vote of a majority of all shares entitled to vote at any annual meeting or by
like vote at any special meeting when notice of any such proposed
alteration, amendment, repeal or addition shall have been given in the
notice of any such meeting. The shareholders may prescribe that any bylaw
<PAGE>
or bylaws adopted by them shall not be altered, amended or repealed by the
Board of Directors.
ARTICLE VIII
BUSINESS COMBINATIONS
Section 1. Election of Georgia Business Combination
Statute. All requirements of Sections 14-2-1131 through 14-2-1133 of the
Georgia Business Corporation Code, as may be in effect from time to time,
shall apply to all "business combinations" (as defined in Section 14-2-1131
of the Georgia Business Corporation Code as in effect from time to time)
involving the Company.
ARTICLE IX
RETIREMENT POLICY
Section 1. Retirement of Directors. No member of the
Board of Directors of the Company will seek reelection to the Board after
the normal expiration of his or her term in office after reaching the age of
72 years. In addition, the Chief Executive Officer of the Company will
resign as a Director effective with the annual meeting next following his or
her 65th birthday, notwithstanding the expiration of his or her then current
term of office.
Section 2. Retirement of Officers. Those persons
occupying the position of corporate or divisional officers of the Company,
including but not limited to the President, Senior Vice President or Vice
President (but excluding the Chairman of the Board), will be expected to
retire at the end of the month following his or her 65th birthday, consistent
with applicable laws.
EXHIBIT 21
Subsidiaries of Company
Subsidiaries (100% owned by Parent) State of Incorporation
Harland dataPRINT, Inc. Georgia
Harland International Company Georgia
Scantron Corporation Delaware
This list excludes subsidiaries which, considered in the aggregate as a
single subsidiary, would not constitute a "significant subsidiary".
EXHIBIT - 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-60151 of John H. Harland Company on Form S-8 of our report dated
January 30, 1998, appearing in this Annual Report on Form 10-K of John
H. Harland Company for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
_________________________
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for 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-END> DEC-31-1997
<CASH> 9,829
<SECURITIES> 3,188
<RECEIVABLES> 76,471
<ALLOWANCES> 3,341
<INVENTORY> 26,442
<CURRENT-ASSETS> 148,386
<PP&E> 249,350
<DEPRECIATION> 131,407
<TOTAL-ASSETS> 426,186
<CURRENT-LIABILITIES> 109,767
<BONDS> 109,358
<COMMON> 37,907
0
0
<OTHER-SE> 154,919
<TOTAL-LIABILITY-AND-EQUITY> 426,186
<SALES> 562,709
<TOTAL-REVENUES> 562,709
<CGS> 324,775
<TOTAL-COSTS> 324,775
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,421
<INCOME-PRETAX> 29,566
<INCOME-TAX> 12,270
<INCOME-CONTINUING> 17,296
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,296
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for years ended December 31, 1996 and 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 22,667 12,862
<SECURITIES> 152 400
<RECEIVABLES> 72,482 69,911
<ALLOWANCES> 2,886 2,251
<INVENTORY> 33,464 42,296
<CURRENT-ASSETS> 148,403 145,742
<PP&E> 219,202 364,000
<DEPRECIATION> 118,745 198,891
<TOTAL-ASSETS> 454,731 474,650
<CURRENT-LIABILITIES> 144,711 121,070
<BONDS> 114,075 114,574
<COMMON> 37,907 37,907
0 0
0 0
<OTHER-SE> 144,496 184,240
<TOTAL-LIABILITY-AND-EQUITY> 454,731 474,650
<SALES> 609,384 561,617
<TOTAL-REVENUES> 609,384 561,617
<CGS> 327,162 302,660
<TOTAL-COSTS> 327,162 302,660
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 10,330 8,714
<INCOME-PRETAX> (15,477) 76,903
<INCOME-TAX> (1,623) 30,886
<INCOME-CONTINUING> (13,854) 46,017
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (13,854) 46,017
<EPS-PRIMARY> (.45) 1.51
<EPS-DILUTED> (.45) 1.50
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the first, second and third quarters of 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 23,786 8,533 9,459
<SECURITIES> 0 0 152
<RECEIVABLES> 72,269 69,060 68,938
<ALLOWANCES> 3,081 2,784 2,315
<INVENTORY> 28,297 24,861 25,225
<CURRENT-ASSETS> 129,083 125,264 123,687
<PP&E> 223,218 229,510 239,038
<DEPRECIATION> 119,799 122,675 126,411
<TOTAL-ASSETS> 435,583 417,597 404,728
<CURRENT-LIABILITIES> 124,897 104,100 87,707
<BONDS> 110,030 109,380 109,390
<COMMON> 37,907 37,907 37,907
0 0 0
0 0 0
<OTHER-SE> 172,103 152,132 155,553
<TOTAL-LIABILITY-AND-EQUITY> 435,583 417,597 404,728
<SALES> 139,266 278,958 421,056
<TOTAL-REVENUES> 139,266 278,958 421,056
<CGS> 79,489 161,291 243,869
<TOTAL-COSTS> 79,489 161,291 243,869
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,419 4,597 6,626
<INCOME-PRETAX> 8,586 19,854 28,109
<INCOME-TAX> 3,563 8,239 11,665
<INCOME-CONTINUING> 5,023 11,615 16,444
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 5,023 11,615 16,444
<EPS-PRIMARY> .16 .37 .53
<EPS-DILUTED> .16 .37 .53
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the first, second and third quarters of 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 23,786 22,548 25,902
<SECURITIES> 400 140 140
<RECEIVABLES> 71,727 72,899 83,326
<ALLOWANCES> 2,503 3,085 3,199
<INVENTORY> 39,091 35,408 32,170
<CURRENT-ASSETS> 154,607 150,994 161,069
<PP&E> 373,308 212,040 221,564
<DEPRECIATION> 204,303 115,528 121,203
<TOTAL-ASSETS> 474,957 461,496 475,302
<CURRENT-LIABILITIES> 120,015 159,970 165,608
<BONDS> 114,534 115,087 115,287
<COMMON> 37,907 37,907 37,907
0 0 0
0 0 0
<OTHER-SE> 178,550 177,193 175,487
<TOTAL-LIABILITY-AND-EQUITY> 474,957 461,496 475,302
<SALES> 152,247 301,892 457,804
<TOTAL-REVENUES> 152,247 301,892 457,804
<CGS> 84,992 164,901 247,956
<TOTAL-COSTS> 84,992 164,901 247,956
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,225 4,776 7,620
<INCOME-PRETAX> 14,413 (64,838) (40,693)
<INCOME-TAX> 5,967 (22,221) (12,114)
<INCOME-CONTINUING> 8,446 (42,617) (28,579)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 8,446 (42,617) (28,579)
<EPS-PRIMARY> .28 (1.38) (.93)
<EPS-DILUTED> .28 (1.38) (.93)
</TABLE>
