<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________
Concord EFS, Inc.
(Exact name of the Registrant as specified in its charter)
Delaware 04-2462252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Horizon Lake Drive
Suite 120
Memphis, TN 38133
(901) 371-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Dan M. Palmer
Chairman of the Board of Directors and Chief Executive Officer
2525 Horizon Lake Drive
Suite 120
Memphis, TN 38133
(901) 371-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
copies to:
Imad I. Qasim, Esq. John D. Brinitzer, Esq.
Sidley & Austin Cleary, Gottlieb, Steen & Hamilton
One First National Plaza One Liberty Plaza
Chicago, Illinois 60603 New York, New York 10006
___________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
<PAGE>
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
___________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Offering Price Aggregate Registration
to be Registered Amount to be Registered Per Unit Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stock, $0.33-1/3% par value 35,603,125 shares (1) $32.875 (2) $1,170,452,734 $325,386
==================================================================================================================
</TABLE>
(1) Includes 4,640,000 shares subject to the underwriters' over-allotment
option.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457 (c) under the Securities Act of 1933. Based upon the
average high and low sale prices of the common stock as quoted on the
Nasdaq National Market on April 29, 1999.
___________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED _________, 1999
PROSPECTUS
[COMPANY LOGO]
30,963,125 Shares
CONCORD EFS, INC.
COMMON STOCK
----------
Concord EFS, Inc. is selling 2,000,000 shares of its common stock and the
selling stockholders named in this prospectus are selling 28,963,125 shares of
common stock for a total of 30,963,125 shares of common stock. Concord will not
receive any proceeds from the sale of the shares by the selling stockholders.
The underwriters named in this prospectus may purchase up to 4,640,000
additional shares of common stock from Concord under certain circumstances.
Of the 30,963,125 shares of common stock that Concord and the selling
stockholders are selling, 24,770,500 shares are being offered in the United
States and Canada by a syndicate of U.S. underwriters and 6,192,625 shares are
being offered concurrently outside the United States and Canada by a syndicate
of international underwriters.
The common stock is quoted on the Nasdaq National Market under the symbol
"CEFT." The last reported sale price of the common stock on the Nasdaq National
Market on May 4, 1999, was $34.25 per share.
----------
Investing in the common stock involves risks. See "Risk Factors" beginning
on page 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------
Per Share Total
--------- -----
Public Offering Price.....................................$ $
Underwriting Discount.....................................$ $
Proceeds to Concord (before expenses).....................$ $
Proceeds to the Selling Stockholders (before expenses)....$ $
The underwriters are offering the shares subject to various conditions. The
underwriters expect to deliver the shares to purchasers on or about ________,
1999.
----------
Salomon Smith Barney William Blair & Company Goldman, Sachs & Co.
Joint Book-Running Manager Joint Book-Running Manager Joint Lead Manager
J.P. Morgan & Co. Morgan Keegan & Company, Inc.
________________, 1999
The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is
prohibited.
<PAGE>
[Concord logo/diagrams illustrating front-end processing and back-end
settlement operations]
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of any of these securities in
any state where the offer is not permitted. You should not assume that the
information contained or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
----------------
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Prospectus Summary......................................................................................... 1
Risk Factors............................................................................................... 6
Use of Proceeds............................................................................................ 11
Price Range of Common Stock................................................................................ 12
Dividend Policy............................................................................................ 12
Capitalization............................................................................................. 13
Selected Consolidated Financial Data....................................................................... 14
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 16
Business................................................................................................... 24
Management................................................................................................. 30
Principal and Selling Stockholders......................................................................... 32
United States Federal Tax Consequences to Non-United States Holders........................................ 34
Underwriting............................................................................................... 36
Legal Matters.............................................................................................. 40
Experts.................................................................................................... 40
Where You Can Find More Information........................................................................ 40
Index to Consolidated Financial Statements................................................................. F-1
</TABLE>
i
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PROSPECTUS SUMMARY
You should read the following summary with the more detailed information
about us, including the information set forth under the heading "Risk Factors,"
and our financial statements, with their accompanying notes, that are included
in this prospectus and in the documents incorporated by reference in this
prospectus. Unless otherwise indicated, the information contained in this
prospectus assumes that the underwriters do not exercise their over-allotment
option.
Concord EFS, Inc.
Concord EFS, Inc. is a fully integrated leading provider of electronic
transaction authorization, processing, settlement and funds transfer services on
a nationwide basis. We focus on marketing our services to supermarket chains and
multiple lane retailers, financial institutions, petroleum and convenience
stores, grocery stores, the trucking industry and other retailers. Our primary
activity is merchant card services, in which we provide integrated electronic
transaction services for credit card, debit card and electronic benefits
transfer (EBT) card transactions. These transaction services include data
capture, authorization and settlement services for over 400,000 point-of-sale
terminals. We also provide automated teller machine (ATM) services, consisting
of owning and operating the MAC(R)-branded electronic funds transfer (EFT)
network and processing for approximately 35,000 ATMs nationwide, of which we own
approximately 1,000.
We have a bank subsidiary, EFS National Bank, which provides us with a
number of competitive advantages.
. We are a member of the credit and debit card associations and
therefore do not have to pay another financial institution to sponsor
us.
. We settle our transactions directly and thus do not have to pay a
third-party vendor.
. We perform services such as automated clearing house (ACH) and wire
transfer internally and therefore do not have to pay another financial
institution for such services.
In 1998 we processed approximately 3.2 billion transactions, our revenue
was $634.5 million and our operating income was $136.8 million. Between 1994 and
1998, our revenue and operating income grew at compound annual rates of 25.2%
and 35.0%, respectively. Over this same period, our operating profit margin
expanded from 15.9% to 21.6%.
Investment Highlights
We believe that the following factors are important in order to understand
the growth potential of our business:
Company Factors
. We are focused on select markets which are switching rapidly to
electronic transaction processing. We believe, therefore, that our
transaction volume will grow more rapidly than the overall market.
. We are a fully integrated company providing end-to-end payment
services. We believe this gives us a competitive advantage because it
allows our customers to acquire from us a full set of payment services
required to process transactions and allows us to price our services
competitively.
. On February 26, 1999 we acquired Electronic Payment Services, Inc.,
which provides credit and debit card data capture and authorization
services, owns and operates the MAC(R)-branded EFT network and
processes ATM transactions on behalf of financial institutions and
non-financial organizations. We believe this acquisition will benefit
our business in a variety of ways, including, among other things,
allowing us to offer settlement services to Electronic Payment
Services' customers currently provided by others.
1
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Industry Factors
Key industry trends include:
. According to The Nilson Report, an independent industry newsletter,
consumer usage of the five major credit cards (VISA, MasterCard,
American Express, Discover and Diners Club) increased to $1,156
billion in 1998 from $498.0 billion in 1993, a compound annual growth
rate of 18.4%.
. According to The Nilson Report, ATM transaction volume grew at a
compound annual rate of 10.4% between 1995 and 1997 to a total of 10.0
billion transactions.
. According to The Nilson Report, EBT transaction volume increased from
$580 million in 1994 to $4.1 billion in 1997, representing a compound
annual growth rate of 91.9%.
Operating Strategy
Our operating strategy is to:
. focus on specific markets which are switching rapidly to electronic
payment cards
. provide a fully integrated range of services
. cross-sell services to existing clients
. maintain a high rate of recurring revenue through customer retention
. access new customers
. maintain a low-cost operating structure
. provide and support a wide range of technology solutions
. seek selective acquisitions
2
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The Offering
The following information regarding shares outstanding after the offering
is based on the number of shares outstanding as of May 3, 1999. It does not
include a total of 25,000,000 shares reserved for issuance under the Concord
EFS, Inc. 1993 Incentive Stock Option Plan, as amended, and the Electronic
Payment Services, Inc. 1995 Stock Option Plan, as amended, of which 14,954,451
shares are issuable upon the exercise of options outstanding as of May 3, 1999.
Throughout this prospectus, unless we have stated otherwise, we have assumed
that the underwriters' over-allotment option for an additional 4,640,000 shares
of common stock has not been exercised.
Common stock offered:
U.S. offering 24,770,500 shares
International offering 6,192,625 shares
Total 30,963,125 shares
Common stock offered:
Concord 2,000,000 shares
Selling stockholders 28,963,125 shares
Total 30,963,125 shares
Common stock to be outstanding
after the offering 130,334,894
How we will use our proceeds We intend to use the proceeds that we will
receive from this offering for general
corporate purposes, including for working
capital, to augment our equity capital in
accordance with the guidelines of the credit
card associations as our processing
transaction volume increases and for debt
repayment. We will not receive any of the
proceeds from the sale of common stock by
the selling stockholders.
Nasdaq National Market symbol "CEFT"
_______________
Our principal executive offices are located at 2525 Horizon Lake Drive,
Suite 120, Memphis, Tennessee 38133 and our telephone number is (901) 371-8000.
_______________
3
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SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and notes
to those financial statements included and incorporated by reference elsewhere
in this prospectus. The summary consolidated financial data as of December 31,
1997 and 1998 and for the years ended December 31, 1996, 1997 and 1998 have been
derived from our consolidated financial statements audited by Ernst & Young LLP,
which are included in this prospectus. The summary consolidated financial data
as of December 31, 1994, 1995 and 1996 and for the years ended December 31, 1994
and 1995 have been derived from financial statements audited by Ernst & Young
LLP which are not included in this prospectus. The summary consolidated
financial data has been restated for all periods presented to reflect the
business combination of Concord and Electronic Payment Services on February 26,
1999, which was accounted for as a pooling of interests. The summary
consolidated financial data for 1998 and 1997 has also been restated to reflect
our acquisition in 1998 of Digital Merchant Systems of Illinois, Inc. and
American Bankcard International, Inc. which was accounted for as a pooling of
interests; prior periods were not restated because the results of the acquired
companies for those periods were immaterial. Net income per share has been
restated for all periods presented to reflect all stock splits through December
31, 1998, as well as to conform to the requirements of Financial Accounting
Standards Board Statement No. 128, "Earnings Per Share."
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1994 1995 1996 1997 1998
-------- -------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenue......................................... $258,125 $295,552 $355,459 $490,030 $634,511
Cost of Operations.............................. 184,958 197,394 241,273 340,770 446,515
Selling, General and Administrative
Expenses....................................... 32,036 47,907 42,811 50,008 51,185
Operating Income................................ 41,131 50,251 71,375 99,252 136,811
Interest Income (Expense), Net.................. (16,983) (13,766) (10,296) (1,789) 3,703
Income Taxes.................................... 9,680 15,627 23,347 37,771 51,819
Net Income...................................... $ 14,468 $ 20,858 $ 37,732 $ 59,692 $ 88,695
Basic Earnings Per Share........................ $ 0.13 $ 0.18 $ 0.32 $ 0.47 $ 0.69
Diluted Earnings Per Share...................... $ 0.13 $ 0.18 $ 0.31 $ 0.46 $ 0.67
Weighted Average Shares......................... 111,542 113,081 116,291 126,592 127,693
Adjusted Weighted Average Shares and
Assumed Conversions............................ 113,912 116,854 120,189 129,937 131,947
Other Data:
Number of Transactions Processed............... 1,427 1,694 2,065 2,549 3,203
</TABLE>
4
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<TABLE>
<CAPTION>
As of December 31,
------------------
As Adjusted
for the
1994 1995 1996 1997 1998 Offering
---- ---- ---- ---- ---- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working Capital................................. $(33,519) $ 32,911 $ 69,860 $148,987 $285,826 $354,076
Total Assets.................................... 314,366 396,144 554,462 619,196 784,118 852,368
Long Term Debt, Less
Current Maturities............................ 201,371 175,978 150,561 153,329 173,000 173,000
Total Stockholders' Equity
(Deficiency).................................. (73,450) 45,339 182,126 260,544 360,535 428,785
</TABLE>
5
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below, that could have a material
adverse effect on our business, including our operating results and financial
condition. The risk factors listed in this section, as well as any cautionary
language in this prospectus, provide examples of risks, uncertainties and events
that may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. You should carefully consider these
risk factors, together with all of the other information included in this
prospectus, before you decide whether to purchase shares of our common stock.
If we lose key personnel or are unable to attract additional qualified personnel
as we grow, our business could be adversely affected
We are dependent upon the ability and experience of our Chief Executive
Officer, our President, the President of Electronic Payment Services and a
number of other key management personnel who have substantial experience with
our operations, the rapidly changing electronic payment processing industry and
the selected markets in which we offer our services. It is possible that the
loss of the services of one or a combination of our senior executives or key
managers would have an adverse effect on our operations. Our success also
depends on our ability to continue to attract, manage and retain other qualified
middle management and technical and clerical personnel as we grow. We cannot
assure you that we will continue to attract or retain such personnel. See
"Business--Employees."
If we are unsuccessful in fully integrating the operations of Electronic Payment
Services, our financial condition and operating results could be adversely
affected
We cannot assure you that we will be able to integrate the operations of
Electronic Payment Services without encountering difficulties or experiencing
the loss of key Electronic Payment Services employees or customers, or that the
benefits expected from such integration will be realized. If we are unsuccessful
in fully integrating the operations of Electronic Payment Services, our
financial condition and operating results could be adversely affected. See
"Business--Acquisition of Electronic Payment Services."
Changes in card association rules could adversely affect our business
EFS National Bank is a member of the VISA and MasterCard organizations and
is a registered processor of Discover, American Express and Diners Club
transactions. The rules of the credit card associations are set by member banks
or, in the case of Discover, American Express and Diners Club, by the card
issuers, and some of those banks and issuers are our competitors in the
provision of transaction processing services. Further, with respect to our EBT
business, the governmental issuers of the benefits set the rules and the
financial institutions or processors hired by the government administer them. It
is possible that the rules relating to our credit card, debit or EBT operations
will be changed or administered in such a way as to adversely affect our
operations.
Changes in card association fees could increase our costs
From time to time, VISA, MasterCard, Discover, American Express and Diners
Club increase the organization and/or processing fees (known as interchange
fees) that they charge. For example, in April 1999 VISA and MasterCard increased
their fees by up to 10%, which was the largest increase in recent years. Most of
our agreements with merchant customers permit fee increases to us to be passed
on to the merchants. However, it is possible that competitive pressures will
result in our absorbing a portion of such increases in the future, which would
increase our operating costs and reduce our profit margin.
6
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Revenue growth in ATM processing could slow because of restrictions on
surcharging or a decline in the deployment of ATMs
Revenue from "convenience fees" or "surcharges" imposed by owners of ATMs,
including Concord, has been a significant factor in the recent growth in our ATM
processing business since such fees have encouraged ATM owners to deploy
additional terminals. There have been initiatives at both the federal and state
levels to limit surcharges although restrictions have been implemented in only a
limited number of jurisdictions to date. To the extent that ATM deployment
declines due to the enactment of statutory restrictions on surcharges, fewer
favorable retail ATM locations being available or other factors, demand for our
ATM processing services may not continue to grow at recent rates or may decline.
We are dependent on our VISA and MasterCard registrations
We are registered with VISA and MasterCard as a certified processor and a
member. In order to be designated as a certified processor with VISA and
MasterCard and to be a member, we must continue to adhere to the standards of
the VISA and MasterCard credit card associations. These standards are set by the
respective member financial institutions of VISA and MasterCard, some of which
are our competitors. In the event we fail to comply with these standards, our
designation as a certified processor or status as a member could be suspended or
terminated. We cannot assure you that VISA and MasterCard will maintain our
registrations or that the current VISA and MasterCard rules allowing us to
market and provide transaction processing services will remain in effect. The
termination of our member registration or our status as a certified processor,
or any changes in the VISA or MasterCard rules that prevent our registration or
limit our ability to provide transaction processing and marketing services for
VISA or MasterCard, would have an adverse effect on our ability to operate and
our financial performance.
We are subject to the credit risk of our merchant customers
In the event a billing dispute between a credit card holder and a merchant
is not resolved in favor of the merchant, the transaction is charged back to the
merchant, and the purchase price is refunded to the cardholder. If that merchant
files for bankruptcy or is otherwise unable or unwilling to pay, we must bear
the credit risk for the full transaction amount. We cannot assure you that
chargebacks will not increase in the future. Increases in chargebacks that are
not paid by merchants could have an adverse effect on our financial condition
and operating results.
We may be susceptible to fraud occurring at the merchant level
Merchant fraud includes recording false sales transactions or false credits
by the merchant or its customers. We attempt to minimize our exposure to
merchant fraud risk by conducting a credit review of a prospective merchant and
monitoring the merchant's practices on an ongoing basis. We are also able to
suspend a merchant's daily settlement if we suspect fraudulent activity.
Nonetheless, under some circumstances we bear the risk of incidents of merchant
fraud. It is possible that incidents of merchant fraud could increase in the
future. Increased incidents of merchant fraud could have an adverse effect on
our financial condition and operating results.
Any significant Year 2000 code problem which arises, if not managed
appropriately by us, our vendors, our customers, the networks or any other
entities with which we interface, could have an adverse effect on our business
The Year 2000 issue generally describes the various problems that may
result from the improper processing of dates and date-sensitive transactions by
computers and other equipment as a result of computer hardware and software
using two digits to identify the year in a date. The failure to properly process
dates could result in network and system failures or miscalculations causing
disruptions in operations including, among other things, a temporary inability
to process transactions, send invoices or engage in other routine business
activities. A failure of our customers or vendors, particularly
telecommunications carriers, to cause their software and systems to be Year 2000
compliant could have a material adverse effect on us and on our ability to meet
our obligations. Until the Year 2000 occurs, we will not know for
7
<PAGE>
sure that all systems will then function adequately. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Year
2000 Issues."
We face significant and increasing competition in each of our lines of business
The market for credit, debit and EBT card transaction processing services
is highly competitive. The level of competition has increased significantly in
recent years and this trend is expected to continue. Management estimates that
the three largest credit and debit card processors account for roughly 50% of
the total credit and debit card sales volume and that a single competitor
accounts for well in excess of 50% of the total dollar volume of payment
transaction processing for the trucking industry. Another single competitor
accounts for in excess of 50% of the total dollar volume of check verifications.
In addition, competitors to our MAC(R) network, which consist of other national
and regional ATM networks, continue to consolidate as large banks merge and
combine their ATM networks and shared ATM networks continue to combine into
larger super-regional conglomerates. The continued expansion of the national
debit networks operated by VISA and MasterCard also places increasing
competitive pressure on other networks as banks seek to consolidate their
network affiliations. Several of our competitors and potential competitors have
greater capital, management, marketing and technological resources than we have,
and we cannot assure you that we will continue to be able to compete
successfully with such entities. In addition, increased competitive pricing
pressures, including a possible reduction in transaction fees charged as a
result of any increase in competition, would adversely affect our margins and
may have an adverse effect on our financial condition and results of operations.
See "Business -- Competition."
We could lose network service business if a new VISA debit card product is
successful
In 1998, VISA announced the introduction of an on-line debit card product,
VISA Check Card II, that would compete with other on-line debit cards but would
bear a higher card issuer reimbursement fee than is provided by most other
networks, including the MAC(R) network we operate. The significant increase in
the issuer reimbursement fee may act as an incentive for bank debit card issuers
to issue the VISA Check Card II. Further, as proposed, the VISA product would
not permit some competing network brands, such as MAC(R), to also appear on the
card. If VISA successfully induces banks to issue this card in replacement of
debit cards participating in the MAC(R) network, we could experience a loss of
network service business.
Loss of key customers could reduce our revenue and net income
Like our competitors and as a result of our competitive business
environment, we experience some turnover of customers. Attrition is due to
several factors, including business closures and losses to competitors. Our
contracts for credit and debit card and/or ATM processing services typically
have terms of two to five years duration and renew automatically for successive
one-year terms unless expressly terminated. However, we cannot assure you that
any of these contracts will be allowed to renew or, if renewed, continued upon
favorable terms. If they are not renewed, it will be unlikely that we would be
able to reduce our costs in proportion to the lost revenue because many of our
costs are fixed. Increased attrition could have an adverse effect on our revenue
and net income.
Continued consolidation in the banking and retail industries could adversely
affect our growth
. Our ATM processing services business could be adversely affected. As
banks consolidate, our ability to successfully offer our ATM processing services
will depend in part on whether the institutions that survive those
consolidations are willing to outsource their ATM processing to third-party
vendors like us, and whether those institutions have pre-existing relationships
with any of our competitors. With respect to network services, larger
institutions with more geographically dispersed customer bases may wish to
consolidate their network participation with fewer networks having the broadest
geographic coverage and best service offerings. As regional networks continue to
consolidate, we may lose network business if we are unable to continue to offer
a range of products that is competitive in terms of geographic distribution as
well as quality and breadth of service.
. We could lose customers and fee revenue could decrease. Continued
consolidation in the retail industry, which makes up a substantial portion of
our customer base, could impede our ability to grow as the survivors of
8
<PAGE>
such consolidation may have relationships with competitors or may be more
interested in pursuing internal processing options due to their increased scale.
Larger merchants with larger transaction volumes may also demand lower fees
which could result in lower revenue for us.
Risks related to acquisitions
Since the beginning of 1998 we have completed three acquisitions. Through
these acquisitions and our other investments we have expanded our sales force
and strengthened our breadth of service offerings. We expect to continue to seek
selective acquisitions as an element of our growth strategy. It is possible that
recent or future acquisitions could have an adverse effect upon our operating
results, particularly in the fiscal quarters immediately following the
completion of such transactions, while the operations of the acquired entities
are being integrated into our operations. Acquisitions involve risks that could
cause our actual growth to differ from our expectations. For example:
. We may not be able to continue to identify suitable acquisition candidates
or to complete acquisitions on favorable terms.
. We may not be able to successfully integrate acquired businesses in a
timely manner. We may also incur substantial costs, delays or other
operational or financial problems during the integration process and our
operating results could be adversely affected during the integration
process.
. We could incur additional indebtedness to finance acquisitions.
Changes in rules and regulations governing financial institutions could limit
our business
We are a bank holding company subject to regulation under the Bank Holding
Company Act of 1956 and to regulation by the Board of Governors of the Federal
Reserve System (Federal Reserve). EFS National Bank is a national banking
association established under the National Bank Act and is subject to regulation
by the Office of the Comptroller of the Currency as well as the Federal Reserve.
EFS Federal Savings Bank operates under the Home Owners Loan Act and the rules
of the Office of Thrift Supervision, which has primary regulatory and
supervisory jurisdiction over it. The Federal Deposit Insurance Corporation
insures the domestic deposits of both banks. The restrictions imposed by these
and other laws governing the activities of national banks, savings banks and
their holding companies and related regulations and restrictions imposed by
these regulatory agencies limit our discretion and the discretion of EFS
National Bank, EFS Federal Savings Bank and their affiliates in operating their
businesses. These limitations include restrictions on:
. engaging in non-bank-related activities
. non-bank mergers and acquisitions
. dividends by banking entities
. intercompany transactions
Material changes in applicable federal or state regulation of financial
institutions could increase our operating costs, change the competitive
environment or otherwise adversely affect us. We cannot assure you that these
laws and regulations will not be amended, or interpreted differently by
regulatory authorities, or that new laws and regulations will not be adopted,
which could adversely affect our operations, financial condition and prospects.
Furthermore, we are subject to the rules and regulations of the various credit
card and debit card associations and networks which, among other things,
prescribe capital requirements.
We must remain current with rapid technological change
Our ability to provide services is heavily dependent upon our use of and
access to computing and telecommunications technology. The transaction payment
processing business has been characterized by rapid technological change, and
our business has benefited from our ability to offer processing and payment
services in line with the most recent technological improvements. We are
committed to maintain our ability to customize processing and
9
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payment services to a wide variety of merchant electronic payment equipment,
communication protocols, new technologies and customer processing needs. We
cannot assure you, however, that we will be able to continue to incorporate new
developments in payment processing technology, or that the costs involved in
doing so will not be substantial.
We are dependent on third-party vendors for our operations
Our processing services are dependent upon long-distance and local
telecommunications carriers and access to telecommunications facilities on a 24-
hour basis. Telecommunications facilities are susceptible to interruption by
natural disasters. Although we maintain a disaster response plan which we
consider adequate and which we regularly review, and although we have operated
following natural disasters in the past without interruption of our processing
services, it is possible that a natural disaster could cause extensive or long-
term damage that interrupts our processing services or causes us to incur
substantial additional expense to avoid interruption of services, either of
which could have an adverse effect on our operations and financial condition.
If additional state taxes are imposed on us, our financial condition and results
of operations could be adversely affected
Transaction processing companies like us may be subject to state
taxation of certain portions of their fees charged to merchants for their
services. Application of this tax is an ongoing issue in the industry and the
states have not yet adopted uniform guidelines implementing these regulations.
If we are required to pay these taxes and are unable to pass this tax expense
through to our merchant customers, our financial condition and results of
operations could be adversely affected.
Shares eligible for future sale could adversely affect the market price of our
common stock
Sales of a substantial number of shares of our common stock in the
public market following this offering could adversely affect the prevailing
market price of the common stock and could impair Concord's ability to raise
additional equity capital in the future. Upon completion of this offering,
Concord will have 130,334,894 shares of common stock outstanding (based on
outstanding shares as of May 3, 1999, assuming the underwriters do not exercise
their over-allotment option and excluding 14,954,451 shares issuable upon
exercise of options outstanding as of May 3, 1999). Of these shares, 115,772,959
shares (assuming the selling stockholders sell all of their 28,963,125 shares
offered in this offering) will be freely tradable without restriction or further
registration under the Securities Act of 1933 unless purchased by affiliates of
Concord, as that term is defined in Rule 144 under the Securities Act.
Of the remaining shares, approximately 4,425,000 shares were issued
in connection with our acquisition of Digital Merchant Systems and American
Bankcard International to the sole stockholder of those entities without
registration under the Securities Act and are thus restricted shares as that
term is defined in Rule 144. We have previously registered those shares for
resale to the public. That person has not sold any of his shares under such
registration and has agreed that, during the period beginning from the date of
this prospectus and continuing to and including the date 90 days after the date
of this prospectus, he will not, with certain exceptions, offer, sell or
otherwise dispose of those shares without the prior written consent of Salomon
Smith Barney. After the expiration of the lock-up period, those shares may be
resold freely to the public. In addition, 9,440,935 shares are held by directors
and executive officers of Concord who have also agreed not to sell these shares
for 90 days after the date of this prospectus. Following the expiration of the
lock-up period, these shares will be eligible for sale in the public market
subject to compliance with the volume limitations and other conditions of Rule
144 applicable to securities held by affiliates. See "Underwriting".
Furthermore, an additional 24,211,940 shares that may be issued in the
future upon exercise of options granted and to be granted under our stock option
plans have been registered under the Securities Act and therefore will be freely
tradable when issued (subject to the volume limitations and other conditions of
Rule 144 in the case of shares to be sold by affiliates of Concord). Options for
the purchase of 14,954,451 shares were outstanding as of May 3, 1999, of which
options for 7,229,526 shares were exercisable. None of these shares are covered
by the lock-up period applicable to directors and executive officers referred to
above.
10
<PAGE>
The price of our common stock could be volatile
In recent years, there has been and may continue to be significant
volatility in the market price for our common stock, and there can be no
assurance that an active market for our common stock can be sustained. See
"Price Range of our Common Stock." Factors such as changes in quarterly
operating results, the gain or loss of significant contracts, the entry of new
competitors into our markets, changes in management, announcements of
technological innovations or new products by us or our competitors, and general
events and circumstances beyond our control could have a significant impact on
the future market price of our common stock and the relative volatility of such
market price. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has often been
instituted against that company. If similar litigation were instituted against
us, it could result in substantial costs and a diversion of our management's
attention and resources, which could have an adverse effect on our business.
Forward-looking statements
This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions, including
those set forth in this section and the following sections of this prospectus:
. "Prospectus Summary -- Investment Highlights"
. "Management's Discussion and Analysis of Financial Condition and
Results of Operations"
. "Business -- Strategy" and "-- Competition"
These forward-looking statements involve substantial risks and uncertainties
which we believe are within the meaning of the Private Securities Litigation
Reform Act of 1995.
Words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate" and variations of such words and similar expressions are intended to
identify such forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this prospectus might
not occur.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of common stock by
the selling stockholders. The net proceeds to Concord from the sale of 2,000,000
shares of common stock in this offering at the assumed public offering price of
$34.25 per share are estimated to be approximately $68,500,000 million, or
$227,420,000 if the underwriters exercise their over-allotment option in full,
without deducting underwriting discounts and estimated offering expenses payable
by Concord. We intend to use the net proceeds from this offering for general
corporate purposes, including working capital, to augment our equity capital as
our processing transaction volume increases and for debt repayment. Pending
application of the proceeds to the uses we have specified above, we intend to
invest the net proceeds of the offering in various securities, including those
issued by the United States government, its agencies and instrumentalities
and/or interest-bearing obligations of states and municipalities.
11
<PAGE>
PRICE RANGE OF COMMON STOCK
Our common stock is traded on the Nasdaq National Market under the symbol
"CEFT." The table below sets forth, for the periods presented, the range of high
and low sales prices for our common stock as reported on the Nasdaq National
Market.
<TABLE>
<CAPTION>
Common Stock Price
-------------------
High Low
---- ---
Year ended December 31, 1997:
<S> <C> <C>
First Quarter $19.33 $12.50
Second Quarter 17.92 10.83
Third Quarter 20.00 17.17
Fourth Quarter 21.75 14.00
Year ended December 31, 1998:
First Quarter 23.44 13.31
Second Quarter 26.50 19.00
Third Quarter 28.25 19.38
Fourth Quarter 42.38 19.00
Year ending December 31, 1999:
First Quarter 43.88 25.38
Second Quarter (through May 4, 1999) 36.13 28.50
</TABLE>
On May 4, 1999, the closing price of our common stock as reported on the
Nasdaq National Market was $34.25 per share. As of March 31, 1999, we had
approximately 337 holders of record of common stock.
DIVIDEND POLICY
We have never paid cash dividends on our capital stock. It is our present
policy to retain earnings to finance our operations and growth, and we do not
expect to pay dividends in the foreseeable future.
12
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1998
and as adjusted to reflect the sale of common stock offered by us in this
offering at the public offering price. You should read this information in
conjunction with our consolidated financial statements and the notes to those
financial statements appearing elsewhere in this prospectus.
<TABLE>
<CAPTION>
As of December 31, 1998
-----------------------
As Adjusted
for the
Actual Offering
------ --------
<S> <C> <C>
(in thousands)
Short-term borrowings, including current portion of long-term debt............. $ 46,116 $ 46,116
Long-term debt................................................................. 173,000 173,000
Stockholders' equity:
Common Stock, $0.33 1/3 par value per share, 200,000,000 shares
authorized; 127,935,000 shares issued and outstanding, actual;
129,935,000 shares issued and outstanding, as adjusted................. 42,646 43,313
Additional paid-in capital............................................. 55,018 122,601
Retained earnings and accumulated other comprehensive income........... 262,871 262,871
Total stockholders' equity............................................. 360,535 428,785
-------- --------
Total capitalization........................................................... $579,651 $647,901
======== ========
</TABLE>
13
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and notes
to those financial statements included and incorporated by reference elsewhere
in this prospectus. The selected consolidated financial data as of December 31,
1997 and 1998 and for the years ended December 31, 1996, 1997 and 1998 have been
derived from our consolidated financial statements audited by Ernst & Young LLP,
which are included in this prospectus. The selected consolidated financial data
as of December 31, 1994, 1995 and 1996 and for the years ended December 31, 1994
and 1995 have been derived from financial statements audited by Ernst & Young
LLP, which are not included in this prospectus. The selected consolidated
financial data has been restated for all periods presented to reflect the
business combination of Concord and Electronic Payment Services on February 26,
1999, which was accounted for as a pooling of interests. The selected
consolidated financial data for 1998 and 1997 has also been restated to reflect
our acquisition in 1998 of Digital Merchant Systems and American Bankcard
International which was accounted for as a pooling of interests; prior periods
were not restated because the results of the acquired companies for those
periods were immaterial. Net income per share has been restated for all periods
presented to reflect all stock splits through December 31, 1998, as well as to
conform to the requirements of Financial Accounting Standards Board Statement
No. 128, "Earnings Per Share."
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenue............................................ $258,125 $295,552 $355,459 $490,030 $634,511
Cost of Operations................................. 184,958 197,394 241,273 340,770 446,515
Selling, General and Administrative
Expenses.......................................... 32,036 47,907 42,811 50,008 51,185
Operating Income................................... 41,131 50,251 71,375 99,252 136,811
Interest Income (Expense), Net..................... (16,983) (13,766) (10,296) (1,789) 3,703
Income Taxes....................................... 9,680 15,627 23,347 37,771 51,819
Net Income......................................... $ 14,468 $ 20,858 $ 37,732 $ 59,692 $ 88,695
Basic Earnings Per Share........................... $ 0.13 $ 0.18 $ 0.32 $ 0.47 $ 0.69
Diluted Earnings Per Share......................... $ 0.13 $ 0.18 $ 0.31 $ 0.46 $ 0.67
Weighted Average Shares............................ 111,542 113,081 116,291 126,592 127,693
Adjusted Weighted Average Shares and
Assumed Conversions............................... 113,912 116,854 120,189 129,937 131,947
Other Data:
Number of Transactions Processed................... 1,427 1,694 2,065 2,549 3,203
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
As of December 31,
------------------ As Adjusted
-----------
for the
-------
1994 1995 1996 1997 1998 Offering
---- ---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
(in thousands)
Balance Sheet Data:
Working Capital $(33,519) $ 32,911 $ 69,860 $148,987 $285,826 $354,076
Total Assets 314,366 396,144 554,462 619,196 784,118 852,368
Long Term Debt, Less
Current Maturities 201,371 175,978 150,561 153,329 173,000 173,000
Total Stockholders' Equity
(Deficiency) (73,450) 45,339 182,126 260,544 360,535 428,785
</TABLE>
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion together with our consolidated
financial statements and the notes to those financial statements which are
attached to this prospectus. The following discussion reflects the business
combination of Concord and Electronic Payment Services on February 26, 1999
which was accounted for as a pooling of interests. This prospectus contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward-
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
prospectus, particularly in "Risk Factors." In addition to the other information
in this prospectus, you should carefully consider the following discussion and
the information set forth under "Risk Factors" in evaluating us and our business
before purchasing our common stock in this offering.
Overview
Concord EFS, Inc. is a fully integrated leading provider of electronic
transaction authorization, processing, settlement and funds transfer services on
a nationwide basis. We focus on marketing our services to supermarket chains and
multiple lane retailers, financial institutions, petroleum and convenience
stores, grocery stores, the trucking industry and other retailers. Our primary
activity is merchant card services, in which we provide integrated electronic
transaction services for credit card, debit card and EBT card transactions.
These transaction services include data capture, authorization and settlement
services for over 400,000 point-of-sale terminals. We also provide ATM services,
consisting of owning and operating the MAC(R)-branded EFT network and processing
for approximately 35,000 ATMs nationwide, of which we own approximately 1,000.
On June 30, 1998, we completed a merger with Digital Merchant Systems and
American Bankcard International, which are independent sales organizations for
the transaction processing industry. The merger was accounted for as a pooling
of interests in which we exchanged approximately 4.4 million of our shares for
all of the outstanding common stock of Digital Merchant Systems and American
Bankcard International. The financial statements of these acquired companies
prior to January 1, 1997 were immaterial for restatement; accordingly, the
results of these companies affected only our 1997 and 1998 financial statements.
See our consolidated financial statements and the notes to those financial
statements included in this prospectus.
On February 26, 1999 we completed our acquisition of Electronic Payment
Services, a company which provides transaction processing services to financial
institutions and retailers throughout the United States. See "Business --
Acquisition of Electronic Payment Services, Inc." The acquisition was accounted
for as a pooling of interests in which we exchanged 30.1 million of our shares
for all of the outstanding common stock of Electronic Payment Services. We
incurred $34.8 million of expenses related to the acquisition in the first
quarter of 1999. These expenses included communication conversion costs,
advisory fees and asset write-offs. Management continues to review potential
operational synergies from the acquisition, such as duplicate facilities,
computer hardware and software and other contractual relationships. See our
consolidated financial statements and the notes to those financial statements
included in this prospectus.
Components of Revenue and Expenses
The substantial majority of our revenue (66.7% in 1998 and 63.5% in 1997)
is generated from fee income related to merchant card services. These services
include:
. the processing of credit card transactions for all major credit card
brands including VISA, MasterCard, American Express, Discover and
Diners Club;
. the processing of debit card transactions for financial institutions
issuing these and similar cards; and
16
<PAGE>
. the provision of electronic payment services to supermarket chains and
multiple lane retailers, financial institutions, petroleum and
convenience stores, grocery stores, trucking companies and other
retailers.
Revenue from merchant card services includes primarily discount fees
charged to merchants, which are a percentage of the dollar amount of each credit
card transaction we process, as well as a flat fee per transaction. The discount
fee is negotiated with each merchant and typically constitutes a bundled rate
for the transaction authorization, processing, settlement and funds transfer
services we provide. This revenue and fees from other transactions are
recognized at the time the merchants' transactions are processed.
The other principal component of our revenue derives from ATM services
(approximately 31.3% in 1998 and 34.0% in 1997). ATM services revenue consists
of fee income and other surcharges charged for proprietary ATMs and processing
fees for third party ATMs. The balance of our revenue is derived principally
from check verification and authorization services, sales of point-of-sale
terminals and payroll processing services.
The following table is a listing of revenue by service type for the periods
indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
(in thousands)
Merchant card services.......... $207,211 $311,167 $423,267
ATM services.................... 135,507 166,841 198,398
Other........................... 12,741 12,022 12,846
</TABLE>
Cost of operations includes all costs directly attributable to our
provision of services to our customers. The most significant component of cost
of operations includes interchange and assessment fees, which are amounts
charged by the credit and debit card associations. Interchange and assessment
fees are billed primarily as a percentage of dollar volume processed and, to a
lesser extent, as a per-transaction fee. Cost of operations also includes
telecommunications costs, occupancy costs, depreciation, the cost of equipment
leased and sold, the cost of operating our MAC(R) network and other
miscellaneous merchant supplies and services expenses.
Our selling, general and administrative expenses include salaries and wages
and other general administrative expenses (including certain amortization
costs).
Results of Operations
The following table sets forth for the periods indicated the percentage of
revenue represented by certain items on our consolidated statement of income.
17
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Revenue............................................... 100.0% 100.0% 100.0%
Cost of operations.................................... 67.9 69.5 70.4
Selling, general and administrative................... 12.0 10.2 8.1
----- ----- -----
Operating income...................................... 20.1 20.3 21.5
Interest income (expense), net........................ (2.9) (0.4) 0.6
----- ----- -----
Income taxes.......................................... 6.6 7.7 8.2
----- ----- -----
Net income............................................ 10.6% 12.2% 14.0%
===== ===== =====
</TABLE>
Calendar 1998 Compared to Calendar 1997
Revenue increased 29.4% to $634.5 million in 1998 from $490.0 million in
1997. Merchant card services, ATM services and other services accounted for
66.7%, 31.3% and 2.0%, respectively, of 1998 revenue. Revenue from merchant card
services increased 36.0%, due primarily to increased transactional volumes.
Increased volumes resulted from the addition of new merchants and the widening
acceptance of debit and EBT card transactions at new and existing merchants.
Higher credit card transaction processing fees also contributed to the increase
in revenue. The increase in fees was a pass-through of higher interchange fees
that we were assessed by the credit card associations. ATM services revenue
increased 18.9%; the placement of new ATMs, new ATM processing customers and
increases in transactional volumes accounted for the increase. Other revenue
increased 6.9% in 1998.
Cost of operations increased in 1998 to 70.4% of revenue compared to 69.5%
in the prior year. While credit card association interchange fees were higher
as a percentage of revenue in 1998 than in 1997, this was largely offset by a
decrease, as a percentage of revenue, in payroll expenses, depreciation and
amortization and other operating expenses.
Net income as a percentage of revenue increased in 1998 to 14.0% from 12.2%
in the prior year. The primary component of the net margin improvement was due
to selling, general and administrative expenses increasing only 2.4% from $50.0
million in 1997 to $51.2 million in 1998. As a result of the slower growth rate
in these expenses, they were 8.1% of revenue in 1998 versus 10.2% in 1997.
A second component of the net margin improvement was the combination of net
interest income (expense) and income taxes. Net interest income increased to
$3.7 million in 1998 from a net interest expense of $1.8 million in 1997. This
resulted from an increase in our average investment securities portfolio, to
$228 million in 1998 from $154 million in 1997, partially offset by an increase
in our average total debt to $63 million in 1998 from $13 million in 1997. The
increases were related, since we incurred $45.0 million in new debt, primarily
notes payable to the Federal Home Loan Bank, to pay down $25.7 million of higher
rate debt and purchase higher yielding investment securities. We also increased
our allocation of municipal investment securities within the investment
portfolio to 41.0% at year-end 1998 from 18.0% at year-end 1997. Municipal
investment securities are generally tax-exempt for federal income tax purposes
and have lower interest rates than taxable investment securities. This largely
explains the decrease in our overall effective tax rate to 36.9% in 1998 from
38.8% in 1997.
Calendar 1997 Compared to Calendar 1996
Revenue increased 37.9% to $490.0 million in 1997 from $355.5 million in
1996. Merchant card services, ATM services and other services accounted for
63.5%, 34.0% and 2.5%, respectively, of 1997 revenue. Merchant card services
revenue increased 50.2% in 1997, due primarily to increased transactional
volumes. Increased volumes resulted from the addition of new merchants and
increased credit and debit card usage at existing merchants. ATM services
18
<PAGE>
revenue increased 23.1% in 1997 over 1996 due to an increase in the number of
ATMs for which we are the transaction processor and an increase in the
application of surcharges in ATM transactions. Other revenue decreased 5.6%.
Costs of operations increased to $340.8 million or 69.5% of revenue in 1997
compared to $241.3 million or 67.9% of revenue in 1996. The margin increase was
due primarily to the inclusion of the expenses of Digital Merchant Systems and
American Bankcard International, which had been immaterial in 1996. Selling,
general and administrative expenses were $50.0 million in 1997 compared to $42.8
million in 1996 as we grew our transaction processing business. They nonetheless
decreased as a percentage of revenue to 10.2% in 1997 from 12.0% in 1996. Net
interest expense decreased to $1.8 million in 1997 from $10.3 million in 1996.
This resulted from an increase in our average investment securities portfolio to
$154 million in 1997 from $52 million in 1996, only partially offset by
increased interest expense resulting from an increase in average total debt to
$13 million in 1997 from $1 million in 1996. Our overall effective tax rate
remained relatively constant. These were the primary factors for the increase in
net income as a percentage of revenue to 12.2% in 1997 from 10.6% in 1996.
Liquidity and Capital Resources
Concord has consistently generated significant resources from operating
activities. In 1998, 1997 and 1996 operating activities generated cash of
$167.6, $79.6, and $139.4 million, respectively. Cash generated from operating
activities can vary due to fluctuations in accounts receivable and accounts
payable balances which are impacted by increases in settlement volume from one
year to the next, as well as the timing of settlements. For example, a one day
timing issue amounted to a difference of $35.1 million between 1996 and 1997.
We generally hold a significant amount of cash and securities because of
the equity requirements of the credit card associations which are calculated on
settlement dollar volume and because of the liquidity requirements associated
with conducting settlement operations and owning ATM machines. During fiscal
1998, we invested approximately $93.6 million in securities, net of sales and
maturities, and $65.2 million in capital expenditures, which were primarily for
communications equipment, point-of-sale terminals, new computer equipment and
capitalized software. Depending on the growth of our business, we currently
expect our capital expenditures in 1999 to be somewhat lower than 1998.
In addition to net cash provided by operating activities, we have financed
ourselves historically through issuances of equity, the exercise of stock
options and borrowings. We issued 3.45 million shares of common stock in October
1996 and received proceeds of $87.7 million. Of those proceeds, $30 million was
contributed to EFS National Bank in order for it to remain in compliance with
the guidelines of credit card associations as its processing transaction volume
increased in 1997 and 1998.
Stock issued upon exercises of options under Concord's incentive stock
option plan provided $6.6 million of additional capital in 1998. Although we
cannot estimate the timing or amount of future cash flows from the exercise of
stock options, we expect this to continue to be a source of funds.
We have lines of credit with financial institutions totaling $60 million.
As of December 31, 1998 and 1997, $21.0 million and $29.0 million, respectively,
were outstanding on these lines of credit. As of December 31, 1998, we had $73.0
million of notes payable outstanding to the Federal Home Loan Bank. We also have
a note payable to a former stockholder of Electronic Payment Services of which
$118,750,000 remains due as of March 31, 1999, to be paid in equal quarterly
installments of $6.25 million through 2003. For a further discussion of our debt
financing, see Note F to the consolidated financial statements included in this
prospectus. As of December 31, 1998, we held securities with a market value of
approximately $193.2 million that are available for operating needs or as
collateral to obtain short-term financing, if needed.
We believe that our available credit and cash generated by operations are
adequate to meet our capital and operating needs.
19
<PAGE>
Effects of Inflation
Our assets are primarily monetary, consisting of cash, assets convertible
into cash, securities owned and receivables. Because of their liquidity, these
assets are not significantly affected by inflation. We believe that replacement
costs of equipment, furniture and leasehold improvements will not materially
affect operations. However, the rate of inflation affects our expenses, such as
those for employee compensation and communications, which may not be readily
recoverable in the price of services offered by us.
Year 2000 Issues
The following discussion of the cost, status and timing of implementation
of our Year 2000 project is based on our best estimates, which are derived using
numerous assumptions of future events. We cannot guarantee that these
assumptions will be correct or that these estimates will be accurate. Therefore,
actual results could materially differ from those described below. Further, the
discussion contains forward-looking statements which are all inherently
uncertain. Any number of events might cause different actual results than those
that we describe here. Some of the factors that could affect our Year 2000
readiness include:
. loss of Concord personnel or outside consultants working on Year 2000
readiness;
. any non-Year 2000 readiness of our customers;
. any non-Year 2000 readiness of third-party networks and service
providers;
. failure to conduct or complete joint testing with third parties;
. telecommunication disruptions;
. failure to locate and correct all relevant application codes; and
. undiscovered mistakes in our own Year 2000 readiness planning or
implementation.
Our Year 2000 preparedness efforts cover both information technology (IT)
systems and non-IT systems. Non-IT systems are embedded systems used in the
daily operations of buildings and facilities, such as micro controllers in
lighting, heating/ventilation/air conditioning, security, elevator, fire,
uninterrupted power-supply and other infrastructure systems. IT systems include
computer hardware, software and related applications.
Our State of Readiness. We have instituted a five-phase plan, in accordance
with the Federal Financial Institutions Examination Council guidelines, with the
goal of making our IT and non-IT systems function properly with respect to dates
in the year 2000 and thereafter. Described below are simplified explanations of
these phases, as well as the status of each phase as of March 31, 1999.
. Awareness - During this phase we defined overall strategies, we
initiated project timelines, formed project teams, defined high level
strategies, and identified Year 2000 issues. The awareness phase is
100% complete for all systems.
. Assessment - The assessment phase focused on assessing the size and
complexity of our Year 2000 problems. During this phase we developed
and used corporate inventory databases. We made assessments for each
mission-critical asset and entered them in the inventory databases. We
also identified the priority, critical level, Year 2000 confidence and
overall risk assessment. Based on these assessments we made decisions
to modify or re-engineer some systems or software programs. We then
included primary deliverables in the Year 2000 master project
timelines. The assessment phase is 100% complete for all systems.
20
<PAGE>
. Renovation - The renovation phase encompassed the code remediation of
in-house developed software and third-party developed software.
Software code renovations were required on certain of our software
systems. During the renovation efforts the Year 2000 teams and
committees communicated routinely with the software programmers to
monitor and track their progress. The renovation phase is 100%
complete for all mission critical systems.
. Validation - The validation phase was designed to test the ability of
Year 2000 mission critical hardware and software to accurately process
date sensitive data (including, but not limited to, calculating,
comparing and sequencing) from, into and between the 20th and 21st
centuries, including leap year calculations. The testing methodology
used detailed test plans and appropriate supporting documentation to
facilitate validation for a component or subdivision of a system.
Prior to any testing activities we performed baseline processing in
order to gather results against which each test was measured. This
generally involved processing the individual system or component using
current dates and capturing results that we then compared to
subsequent test results. Validation of Year 2000 compliance includes
an independent review of the results by our internal audit staff and
various regulatory agencies, including the Office of the Comptroller
of the Currency and the Federal Reserve. We have internally completed
the validation phase for all internal mission critical systems,
subject to on-going regulatory review.
Our objective has always been to test not only all mission critical
systems, but also non-mission critical systems to the extent
appropriate. We have officially scheduled testing of non-mission
critical systems to begin after June 30, 1999. However, we have
already tested several non-mission critical systems during the course
of testing mission critical systems and we have found all of those
tested to be compliant. We estimate that more than 40% of the non-
mission critical systems have been tested to date.
. Implementation - The implementation phase placed any renovated/
validated hardware and software systems into production. The
implementation phase for our internal mission critical systems is 100%
complete. However, our processing systems also require testing for
Year 2000 compliance by external entities, including our customers,
credit and debit networks and vendors. As of March 31, 1999,
approximately 80% of our external mission critical testing was
complete. The remaining 20% has been delayed at the request of
external entities, but we anticipate the implementation phase for all
external mission critical systems to be substantially completed by
June 30, 1999.
Costs to Address our Year 2000 Issues. We have spent approximately $6.4
million in 1998 and $1.1 million in the three months ended March 31, 1999 on our
Year 2000 project. We anticipate spending an additional $3.1 million to
substantially complete our Year 2000 compliance project in accordance with our
current schedule. These amounts exclude hardware expenditures needed for normal
business growth even if the timing of acquisition has been accelerated to
facilitate short-term Year 2000 testing or compliance.
Third-Party Year 2000 Risks. Although we test third-party mission critical
systems in connection with our five-phase Year 2000 plan, we are still subject
to risks associated with third-party non-compliance. Long distance
telecommunications carriers such as AT&T and MCI provide delivery of the
majority of our data and voice communications. If a single or multiple long
distance carriers fail, then the potential liability or the lost revenue under
this scenario could have an adverse effect on our financial condition and
results of operations. In addition, we cannot guarantee that the systems of
other companies on which we rely will be fully Year 2000 compliant, and any
failure or disruption of our external mission critical systems could also have
an adverse effect on our financial condition and results of operations. For
example, if a single or multiple regional credit networks such as VISA or
MasterCard experience a failure or severe degradation then we could also be
adversely affected since a significant percentage of our revenue are generated
through VISA and MasterCard transactions.
21
<PAGE>
Our Contingency Plans. We have developed detailed contingency plans that
have focused on identifying, restoring, and continuing core business functions
and mission-critical systems that pose the greatest risk (including
telecommunications and power outage). For example, in the event that our major
telecommunications provider (AT&T) has an outage, then backup steps have been
outlined in our contingency plans that use a national 800 number portability
feature so that all data and voice calls will be routed through an alternate
telecommunications provider (MCI).
We have also developed contingency plans for all mission critical third
party providers and vendor products and services. For example, in the event that
a single regional credit network such as VISA experiences a failure, our
authorization process would be to "stand in" for the regional credit network and
provide authorizations based on certain predetermined limits. These plans are
continuing to be further enhanced, refined and tested during the second quarter
of 1999.
Quantitative and Qualitative Disclosures About Market Risk
Concord's securities are subject to risk resulting from interest rate
fluctuations to the extent that there is a difference between the amount of our
interest-bearing assets and the amount of interest-bearing liabilities that are
prepaid, mature or reprice in specific periods. This risk is mitigated by the
fact that approximately 75% of the market value of securities owned were funded
through equity rather than debt. The principal objective of our asset/liability
activities is to provide maximum levels of net interest income while maintaining
acceptable levels of interest rate and liquidity risk and facilitating our
funding needs. We utilize an interest rate sensitivity model as the primary
quantitative tool in measuring the amount of interest rate risk that is present
at the end of each month.
The following tables provide comparative information about our financial
instruments that are sensitive to changes in interest rates. These tables
present principal cash flows and related weighted-average interest rates by
expected maturity dates. Additionally, we have assumed our securities are
similar enough to aggregate them for presentation purposes. If tax-equivalent
yields of municipal securities had been utilized, the weighted-average interest
rates would have been higher.
22
<PAGE>
December 31, 1998
<TABLE>
<CAPTION>
Fair Value
at
1999 2000 2001 2002 2003 Thereafter Total 12/31/98
---- ---- ---- ---- ---- ---------- ----- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Available-for-sale securities $34,705 $ 8,354 $15,956 $ 8,309 $17,624 $191,640 $276,588 $278,398
Average interest rate 6.2% 6.5% 4.8% 5.1% 4.8% 5.8%
Liabilities:
Short-term borrowings $21,000 $ 21,000 $ 21,000
Average interest rate 5.8%
Long-term debt, including
current portion $25,116 $25,000 $25,000 $53,000 $35,000 $ 35,000 $198,116 $196,652
Average interest rate 6.4% 6.4% 6.4% 6.1% 6.2% 5.4%
</TABLE>
December 31, 1997
<TABLE>
<CAPTION>
Fair Value
at
1998 1999 2000 2001 2002 Thereafter Total 12/31/97
---- ---- ---- ---- ---- ---------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(in thousands)
Assets:
Available-for-sale securities $13,987 $ 8,014 $12,306 $ 7,437 $ 4,461 $ 87,968 $134,173 $134,334
Average interest rate 6.6% 6.5% 6.6% 6.6% 6.5% 6.9%
Held-to-maturity securities $ 1,717 $ 4,000 $ 232 $ 7,121 $ 3,375 $ 36,063 $ 52,508 $ 53,634
Average interest rate 7.8% 6.3% 5.4% 6.6% 5.1% 6.9%
Liabilities:
Short-term borrowings $29,000 $ 29,000 $ 29,000
Average interest rate 5.8%
Long-term debt, including
current portion $25,445 $25,329 $25,000 $25,000 $53,000 $ 25,000 $178,774 $178,666
Average interest rate 6.4% 6.4% 6.4% 6.4% 6.1% 6.4%
</TABLE>
23
<PAGE>
BUSINESS
Overview
Concord EFS, Inc. is a fully integrated leading provider of electronic
transaction authorization, processing, settlement and funds transfer services on
a nationwide basis. We focus on marketing our services to supermarket chains and
multiple lane retailers, financial institutions, petroleum and convenience
stores, grocery stores, the trucking industry and other retailers. Our primary
activity is merchant card services, in which we provide integrated electronic
transaction services for credit card, debit card and EBT card transactions.
These transaction services include data capture, authorization and settlement
services for over 400,000 point-of-sale terminals. We also provide ATM services,
consisting of owning and operating the MAC(R)-branded EFT network and processing
for approximately 35,000 ATMs nationwide, of which we own approximately 1,000.
We have a bank subsidiary, EFS National Bank, which provides us with a
number of competitive advantages.
. We are a member of the credit and debit card associations and
therefore do not have to pay another bank to sponsor us.
. We settle our transactions directly, and thus do not have to pay a
third-party vendor.
. We perform services such as ACH and wire transfer internally and
therefore do not have to pay another bank for such services.
Accordingly, our ownership of EFS National Bank allows us to capture all of the
fee revenue and margin generated by each transaction in the electronic payment
process.
We are one of the few companies offering full credit and debit card
processing on a nationwide basis. Our transaction processing services cover all
stages of the transaction, from the initial data capture at the point of sale
and account verification on our own host computer which permit the sale (known
as front-end services), to accounting, reporting and settlement activities which
permit billing to the customer (known as back-end services).
Acquisition of Electronic Payment Services, Inc.
In February 1999, we broadened our service offerings by acquiring
Electronic Payment Services, Inc., which owns and operates MAC(R), one of the
country's largest EFT networks, provides ATM services to five of the nation's
largest banks and is a leading provider of point-of-sale credit card, debit card
and EBT processing services to merchants. Electronic Payment Services has a
client base of approximately 2,500 customers, comprised of financial
institutions and retailers throughout the United States, including many of the
largest banks, petroleum companies and largest supermarkets. In 1998, Electronic
Payment Services processed over 2.7 billion transactions.
The addition of Electronic Payments Services' strong front-end point-of-
sale capabilities to our established back-end settlement business enables us to
offer a more comprehensive, fully integrated set of services to our customers.
Electronic Payment Services' ATM business brings to us strong relationships with
financial institutions which benefit our traditional merchant acquiring business
by providing us opportunities to purchase or serve in an agent capacity for
banks' merchant portfolios.
In addition to the revenue opportunities presented by the acquisition of
Electronic Payment Services, we believe that there are also significant
opportunities to reduce expenses. We incurred $34.8 million of expenses related
to the acquisition in the first quarter of 1999. These expenses included
communication conversion costs, advisory fees and asset write-offs. Management
continues to review potential operational synergies from the acquisition, such
as duplicate facilities, computer hardware and software and other contractual
relationships. We also believe that our enhanced scale should enable us to
receive better pricing in several areas of our business, including fees charged
by telecommunications and other technology vendors.
24
<PAGE>
The acquisition of Electronic Payment Services was accounted for as a
pooling-of-interests in connection with which we issued approximately 30.1
million shares of our common stock to former Electronic Payment Services
stockholders.
Industry Overview
The transaction processing industry provides merchants with credit, debit
and EBT payment processing services and provides consumers and financial
institutions with ATM services. The following factors have contributed to the
rapid growth in the processing industry in recent years.
Increased Use of Credit and Debit Cards. According to annual reports by the
VISA and MasterCard associations, credit and debit card transactions are
projected to increase in relation to cash and check transactions for the
foreseeable future. According to the November 1998 Nilson Report, consumer usage
of the five major credit cards (VISA, MasterCard, American Express, Discover and
Diners Club) increased to $1,156 billion in 1998 from $498.0 billion in 1993,
representing a compound annual growth rate of 18.4%. We believe that the
increased use of credit and debit cards as a payment vehicle will continue in
the retail markets, particularly supermarket chains, grocery stores and
petroleum and convenience stores.
ATM Usage. According to The Nilson Report, ATM transaction volume grew at a
compound annual rate of 10.4% between 1995 and 1997 to a total of 10.0 billion
transactions. This growth has been largely driven by the enhanced profit
potential at off-site locations resulting from ATM surcharging and the lower
cost of limited function machines installed off-site.
Growth of EBT Programs. According to The Nilson Report, EBT transaction
volume increased from $580 million in 1994 to $4.1 billion in 1997, representing
a compound annual growth rate of 91.9%. Because the federal government has
mandated that all food stamp payments be processed electronically by October
2002, we believe that this market represents a substantial growth opportunity.
Strategy
Our strategy is to provide a full range of transaction processing services
to markets with significant growth prospects. We have developed and continue to
pursue the following initiatives to capitalize on our competitive position in
the growing market for transaction processing services:
. Focus on markets that are switching rapidly to electronic payment
cards. We target markets in which the penetration of electronic
payment systems is relatively low. We believe that these markets will
grow faster than the overall electronic payment processing industry.
. Provide a fully integrated range of services. We believe that our
fully integrated structure allows us to be a low-cost provider of
electronic payment processing services. By providing a fully
integrated range of relevant services, we are able to customize
services, to offer competitive prices and to capitalize on the
complete revenue opportunity with each of our clients.
. Cross-sell services to existing clients. Following the acquisition of
Electronic Payment Services, we now offer a more comprehensive set of
electronic payment processing services. This creates an opportunity to
increase revenue by cross-selling services to pre-existing clients of
Concord and Electronic Payment Services. Specifically, settlement
services can be sold to Electronic Payment Services' front-end
customers.
. Maintain a high rate of recurring revenue through customer retention.
We focus on providing dependable service and competitive pricing in
order to retain our customers . We believe that our ability to provide
integrated multiple services also enhances customer retention.
25
<PAGE>
. Access new customers. We use a variety of marketing approaches to
develop our customer base, by having our senior executives focused on
marketing and through a 400-person direct sales force and independent
sales organizations. Our direct sales force is organized in part by
distribution channels along key customer industry lines. We believe
that this approach provides us with broad access to potential new
customers.
. Maintain a low-cost operating structure. We strive to maintain a low-
cost operating structure, including an emphasis on low overhead and
cost control efforts. Additionally, through our banking subsidiary,
EFS National Bank, we are able to participate directly in bank card
associations and regional and national ATM and debit card networks, to
cost-effectively settle electronic transactions and to substantially
reduce our ACH and wire transfer fees.
. Provide and support a wide range of technology solutions. We provide
and support equipment manufactured by a variety of companies in order
to supply electronic processing services for the wide variety of
systems used by existing and potential customers. We also design
systems for a tailored solution to our customers' needs. Our own
computer network employs a host-based point-of-sale technology which
permits us to rapidly upgrade terminal software, deploy new products
and maintain our networks on a cost-effective basis from a central
location.
. Seek selective acquisitions. We look for opportunities to grow our
business through selective acquisitions that will allow us to increase
our customer base, increase profitable transaction volume and reduce
costs.
Services
We provide a comprehensive set of transaction processing services and
products to supermarket chains, multiple lane retailers, trucking companies,
petroleum and convenience stores, grocery stores, financial institutions,
independent sales organizations and other retailers nationwide.
Merchant Card Services. Our merchant card services consist of processing
credit card transactions for all major credit card brands including VISA,
MasterCard, American Express, Discover and Diners Club. In addition, we process
debit card transactions for banks issuing these and similar cards. Debit card
transactions permit direct payment debit from a point-of-sale terminal against
the cardholder's deposit account. Merchant card services also include electronic
payment services in supermarket chains and multiple lane retailers, grocery
stores, petroleum and convenience stores and other retailers. We also process
payments effected with EBT cards against funds made available by public
assistance benefit programs through the primary EBT third-party providers.
Merchant card services also provide services to the trucking industry, including
a variety of flexible payment systems that enable drivers of trucking companies
to use payment cards to purchase fuel and to obtain cash advances at truck
stops. Point-of-sale services include point-of-sale terminal driving, credit,
debit and EBT gateway processing, network management, and settlement and
reporting services. Driving means providing the software and telecommunications
network which allows the machine to operate, capturing customers' card
information and authorizing individual transactions.
A credit, debit or EBT card transaction occurs in two stages. At the time
of the transaction, the data related to the purchase is collected; the card is
checked to verify that it is not expired, stolen or forged; and the cardholders'
account is accessed to check credit limits or available balances. This is termed
data capture and authorization, and the functions are collectively referred to
as front-end services. At a later time, generally overnight, all the credit card
purchases that took place at the merchant are collected together, revalidated
and reorganized, and submitted for settlement of the funds, and the debit and
EBT card transactions are settled by directly debiting each cardholder's account
on the basis of the initial instruction. Merchant accounting, reporting and
settlement activities are referred to as back-end services which are performed
primarily through our bank subsidiary, EFS National Bank.
26
<PAGE>
ATM Services. Our ATM services include driving and monitoring ATMs and
processing the transactions generated at those ATMs, including providing access
to other networks through gateways. We also operate, and on a selective basis
own, ATMs located at truck stops and grocery stores nationwide. The federal
thrift charter held by our subsidiary, EFS Federal Savings Bank, facilitates the
strategic deployment of ATMs by allowing the deployment of ATMs anywhere in the
country without the requirement of a bank branch location.
We also own and operate a regional EFT network under the MAC(R) brand which
is a shared network of ATM and point-of-sale terminals. Our network provides
transaction switching, settlement and reporting to a wide range of financial
institutions, merchants and retail ATM deployers nationwide which join EFT
networks to enable customers to complete transactions at ATMs and point-of-sale
terminals that are not controlled by the card issuing institution. The network
switches transactions between an ATM or point-of-sale terminal and the issuing
institution so that a customer's account information can be retrieved to
authorize a transaction. In addition to the switching functions, the network
participates in the settlement and reporting of the transaction.
Other. We also provide check verification and authorization services and
sell point-of-sale terminals. We also sell payroll processing services to our
retail, grocery store, trucking company and truck stop merchants.
We recently entered into an agreement with E-Com Systems, Inc. to provide a
system to exchange secure Internet data and documents and process electronic
payments between food manufacturers, wholesalers, brokers and supermarkets. The
program utilizes a new Internet-based technology solution that allows companies
to implement the full range of electronic data interchange transactions with
their trading partners, regardless of their size. This is expected to result in
enhanced efficiencies and cost savings without compromising security.
Marketing
We have grown our merchant customer base nationwide primarily through the
efforts of our direct sales force, through independent sales organizations and
through key trade association relationships, including the National Grocers
Association. In 1998, we acquired Digital Merchant Systems and American Bankcard
International, which are independent sales organizations for the transaction
processing industry. Our direct sales force is organized in part by industry
distribution channel to facilitate maximum cross-selling. These distribution
channels include financial institution, petroleum/convenience store and
hospitality, supermarket/major retail and indirect channels.
We believe that our marketing opportunities should expand due to a number
of factors. First, as an integrated services provider, we believe we have cross-
selling marketing opportunities. Following the acquisition of Electronic Payment
Services, we now offer a more comprehensive set of electronic payment processing
services. This creates an opportunity to increase revenue by cross-selling
services to pre-existing clients of Concord and Electronic Payment Services.
Second, we expect EBT transaction volume to continue to grow rapidly as the
federal government has mandated that all food stamp programs be converted to EBT
by the end of 2001. Our established presence in grocery stores, supermarket
chains, multiple lane retailers, petroleum and convenience stores and other
small and mid-size retailers gives us an advantage in establishing relationships
with EBT providers, whose benefits are utilized largely at those types of retail
locations. Third, as an authorized issuer of payment cards and processor of card
transactions at the major truck stop chains, we have a substantial advantage in
selling our point-of-sale ATM and integrated processing and banking services to
trucking companies and truck drivers. Our established relationships with the
truck stop owners also afford an opportunity to sell the placement of ATMs at
truck stops.
We are the largest ATM service provider, directly processing over 35,000
ATMs in all 50 states. We also operate MAC(R), one of the largest EFT networks
in the country.
27
<PAGE>
Competition
The markets in which we operate are all highly competitive. Our principal
competitors include major national, regional and local banks, non-bank
processors and other independent service organizations, many of which have
substantially greater capital, management, marketing and technological
resources. While we are currently one of the largest processors in the
electronic payment processing market, we compete against other companies which
have a substantial share of each market. We estimate the three largest credit
and debit card processors account for roughly 50% of the total credit and debit
card sales volume, and that a single competitor accounts for well in excess of
50% of the total dollar volume of payment transaction processing for the
trucking industry. Another single competitor accounts for in excess of 50% of
the total dollar volume of check verifications.
We own and operate the MAC(R)-branded EFT network, one of the largest
networks in the country. Key competitors are other national and regional EFT
networks, especially those that have high membership in markets overlapping
ours, as well as other processors and large financial institutions. These
competitors continue to consolidate as large banks merge and combine their EFT
networks into larger super-regional conglomerates. The continued expansion of
the national debit networks operated by VISA and MasterCard also increases
competitive pressures.
For all of our business lines, we compete on the basis of product, quality,
customer service, speed and flexibility in customizing systems to meet the
particular needs of customers, and price. We believe that we are one of the few
fully integrated suppliers of a broad range of processing, banking and data
compilation services for use in transactions at merchant and financial
institution locations. We also believe we have been able to successfully compete
in all business lines, but there are no assurances that this will continue.
Supervision and Regulation
Concord and its subsidiaries are subject to a number of federal and state
laws. As a bank holding company, we are subject to regulation under the Bank
Holding Company Act of 1956 which is administered by the Board of Governors of
the Federal Reserve. Under the Bank Holding Company Act, we are generally
prohibited from:
. directly engaging in any activities other than banking, managing or
controlling banks, and bank-related activities;
. acquiring ownership or control of 5% or more of the voting shares of
any company which is not a bank or bank holding company (the primary
exception to this prohibition involves activities which the Federal
Reserve determines are closely related to banking); and
. engaging in certain tie-in arrangements with our bank (or between our
bank and its affiliates) with respect to the lease or sale of
property, furnishing of services, or the extension of credit.
The Bank Holding Company Act also restricts, to some extent, future mergers
with other bank holding companies and banks.
Our bank subsidiaries, EFS National Bank and EFS Federal Savings Bank, are
also regulated by the Office of the Comptroller of the Currency and the Office
of Thrift Supervision, respectively.
Employees
As of March 31, 1999, Concord and its subsidiaries employed approximately
2,100 full and part-time personnel, including 325 data processing and technical
employees, 950 in operations, and 825 in sales and administration. Many of our
employees are highly skilled, and we believe our future success will depend in a
large part on our ability to attract and retain such employees. We have
incentive agreements with Dan M. Palmer and Edward A. Labry III, and we have
employment agreements with Richard N. Garman, Ruth Ann Marshall and two other
key
28
<PAGE>
employees of Electronic Payment Services. The employment agreements with the
employees of Electronic Payment Services have no fixed term but may be
terminated at any time with a fixed amount of severance to be paid only if the
employee is terminated or removed without cause (or with good cause in the case
of Mr. Garman). If a release is signed, severance and benefits will be paid to
Mr. Garman, Ms. Marshall and the two other key employees for one year (and for
an additional year in the case of Mr. Garman) with options vesting. We do not
have any material employment contracts with other employees.
None of our employees are represented by a labor union and we have
experienced no work stoppages. We consider our employee relations to be
excellent.
29
<PAGE>
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information concerning our directors
and executive officers as of March 31, 1999:
<TABLE>
<CAPTION>
Name Age Position(s)
- ---- --- -----------
<S> <C> <C>
Dan M. Palmer.................... 56 Chairman of the Board and Chief Executive Officer
Edward A. Labry III.............. 36 President and Director
Vickie Brown..................... 46 Senior Vice President, Chief Operating Officer
Thomas J. Dowling................ 33 Vice President, Chief Financial Officer
Richard N. Garman................ 42 President and Chief Executive Officer of
Electronic Payment Services
William E. Lucado................ 58 Senior Vice President, Chief Investment and
Compliance Officer
Ruth Ann Marshall................ 45 Executive Vice President of Electronic Payment
Services
Douglas C. Altenbern *........... 61 Director
David C. Anderson * +............ 56 Director
Richard Buchignani *............. 50 Director
Richard M. Harter *.............. 62 Director
Joyce Kelso...................... 57 Director
Richard P. Kiphart *............. 57 Director
Jerry D. Mooney * +.............. 46 Director
Paul Whittington * +............. 63 Director
</TABLE>
* Member of the Board's Audit Committee.
+ Member of the Board's Compensation Committee.
Dan M. Palmer became Chairman of the Board in February 1991. Mr. Palmer has
been Chief Executive Officer of Concord since August 1989, and a director of
Concord since May 1987. Mr. Palmer has been the Chief Executive Officer of EFS
National Bank (formerly EFS, Inc.) since its inception in 1982. He joined Union
Planters National Bank in June 1982 and founded the EFS operations within the
bank. He continued as President and Chief Executive Officer of EFS when it was
acquired by Concord in March 1985.
Edward A. Labry III joined EFS in 1984. He was made Director of Marketing
in March 1987 and Vice President of Sales in February 1988. In August 1990, he
was elected to Chief Marketing Officer of Concord. In February 1991, he was
elected Senior Vice President of Concord. He became President of Concord in
October 1994, and President of EFS National Bank in December 1994.
30
<PAGE>
Vickie Brown joined Concord in 1979 as an accountant. She served as
Treasurer from 1982 through 1991, was elected Vice President in April 1985 and
Senior Vice President in February 1991. Ms. Brown served as Chief Operating
Officer of Concord Computing Corporation from 1990 through 1992. Ms. Brown has
been Chief Operating Officer of Concord since 1997.
Thomas J. Dowling joined Concord in May 1992 as Assistant Controller. Mr.
Dowling became Vice President and Controller of Concord in September 1995 and
Chief Financial Officer in September, 1998. Prior to May 1992, he was a senior
audit accountant and CPA at Ernst & Young LLP.
Richard N. Garman joined Electronic Payment Services in 1995 as President
and Chief Operating Officer and assumed the role of Chief Executive Officer in
1997. Since Concord's acquisition of Electronic Payment Services on February
26, 1999, he has continued to serve as President and Chief Executive Officer of
Electronic Payment Services. Prior to joining Electronic Payment Services, Mr.
Garman was a partner in the investment banking firm of Montgomery Securities.
William E. Lucado joined Concord in 1991 as a Vice President. He was named
Senior Vice President, Compliance Officer for EFS National Bank in 1992, and in
1994 he was also elected Senior Vice President of Concord. In 1995, he was
elected a Senior Vice President, Investment Officer and Compliance Officer,
Corporate Secretary, and Director of EFS National Bank and other subsidiary
companies. In 1996, he was elected Assistant Secretary of Concord and in 1997
he was elected President of EFS Federal Savings Bank. He was named Chief
Investment and Compliance Officer of Concord in 1998.
Ruth Ann Marshall joined Electronic Payment Services in 1995 as Group
Executive responsible for its two subsidiaries, BUYPASS Corporation and Money
Access Services, Inc. In 1998 she was named Executive Vice President of
Electronic Payment Services. Prior to joining Electronic Payment Services, Ms.
Marshall served as Director of Customer Financing for IBM Credit Corporation,
where she previously held several management positions.
Douglas C. Altenbern has been a director of Concord since February 1998.
Mr. Altenbern served as Vice Chairman of First Financial Management Corporation
until 1989, at which time he resigned to found Argosy Network Corporation, of
which he served as Chairman and CEO. In 1992 he sold his interest in Argosy and
in 1993 founded Pay Systems of America, of which he served as Chairman and CEO
through December 1996. He currently is a private investor and serves as a
director on the Boards of The Bradford Funds, Inc., OPTS, Inc., Interlogics,
Inc. CSM, Inc. and Equitas.
David C. Anderson has been a director of Concord since August 1992. Mr.
Anderson was Senior Vice President and Chief Financial Officer with Federal
Express in Memphis, Tennessee for seven years and Executive Vice President and
Chief Financial Officer at Burlington Northern in Fort Worth, Texas for three
years prior to his retirement in 1995.
Richard Buchignani has been a director of Concord since August 1992. He is
a partner in the Memphis, Tennessee office of the law firm of Wyatt, Tarrant &
Combs, who also serves as local counsel to Concord. Mr. Buchignani has been
affiliated with the law firm since 1995 when most of the members of his firm of
18 years joined Wyatt, Tarrant & Combs.
Richard M. Harter has been Concord's Secretary and a director since
Concord's formation. He is a partner of Bingham Dana & Gould LLP, legal counsel
to Concord.
Joyce Kelso has been a director of Concord since May 1991. She was Vice
President in charge of Customer Service when EFS began operations. In August
1990, she was elected Senior Vice President of Concord. On January 1, 1995,
Mrs. Kelso semi-retired, and on January 1, 1997, she became fully retired.
31
<PAGE>
Richard P. Kiphart has been a director of Concord since March 1997. In
1972 he became a Principal of William Blair & Company, L.L.C. He served as head
of Equity Trading from 1972 to 1980. He joined the Corporate Finance Department
in 1980, and was made head of that department in January 1995.
Jerry D. Mooney has been a director of Concord since August 1992. Since
August 1997, he had been President and CEO of ServiceMaster Employer Services,
Inc. He retired from this position in late 1998. Prior to then he was President
of Healthcare New Business Initiatives and formerly served as Chairman,
President and CEO of Service- Master Diversified Health Services, Inc. (formerly
VHA Long Term Care) since 1981.
Paul L. Whittington has been a director of Concord since May 1993. Mr.
Whittington had been the Managing Partner of the Memphis, Tennessee and Jackson,
Mississippi offices of Ernst & Young from 1988 until his retirement in 1991.
Since 1979, he had been the partner in charge of consulting at various Ernst &
Young offices.
Properties
Our principal executive offices, which are leased, are located at 2525
Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133. We also own a building
in Wilmington, Delaware which is used as a data center, and we lease
approximately 20 other properties which are used for sales and support, data
processing field service and various other aspects of our operations.
PRINCIPAL AND SELLING STOCKHOLDERS
Beneficial Ownership
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of May 3, 1999, and as adjusted to reflect the
sale of the shares in this offering, of:
. each of the directors and executive officers of Concord;
. all the directors and executive officers as a group;
. each owner of more than 5% of the equity securities of Concord; and
. each selling stockholder.
The information in the table assumes that the underwriters will not
exercise their over-allotment option to purchase additional shares in this
offering.
Unless otherwise indicated, the address for each director and executive
officer of Concord is 2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee
38133.
32
<PAGE>
<TABLE>
<CAPTION>
Shares Shares
Beneficially Beneficially
Owned Prior Owned After
to Offering Shares Offering
----------- Being ------------
Name and Address of Beneficial Owner Number Percent Offered Number Percent
- ------------------------------------ ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Dan M. Palmer (1) 2,300,622 1.8% - 2,300,622 1.8%
Edward A. Labry III (2) 1,838,234 1.4% - 1,838,234 1.4%
Vickie Brown (1) 65,905 * - 65,905 *
Thomas J. Dowling (1) 25,889 * - 25,889 *
Richard N. Garman (3) 830,453 * - 830,453 *
William E. Lucado (4) 55,128 * - 55,128 *
Ruth Ann Marshall (5) 182,857 * - 182,857 *
Joyce Kelso (6) 260,398 * - 260,398 *
Richard P. Kiphart (6) 3,678,355 2.9% - 3,678,355
Richard M. Harter (7) 86,366 * - 86,366 *
Jerry D. Mooney (7) 41,916 * - 41,916 *
David C. Anderson (7) 21,759 * - 21,759 *
J. Richard Buchignani (7) 21,825 * - 21,825 *
Paul Whittington (7) 19,228 * - 19,228 *
Douglas C. Altenbern 12,000 * - 12,000 *
All directors and executive officers as a group
(15 persons) (8) 9,440,935 7.4% - 9,440,935 7.2%
William Blair & Company, L.L.C. (9)
222 West Adams Street
Chicago, IL 60606 13,189,581 10.3% - 13,189,581 10.1%
AMVESCAPP PLC and Subsidiaries (10)
11 Devonshire Square
London, England EC2M 4YR 7,439,355 5.8% - 7,439,355 5.7%
Selling Stockholders:
Bank One Corporation 5,931,825 4.6% 5,931,825 - -
Corestates Holdings, Inc. 5,931,825 4.6% 5,931,825 - -
KeyCorp 5,931,825 4.6% 5,235,825 696,000 *
National City Corporation 5,931,825 4.6% 5,931,825 - -
PNC Network Holdings Corp. 5,931,825 4.6% 5,931,825 - -
</TABLE>
- -----------------
* Denotes less than 1%.
(1) Shares owned are unexercised stock options.
(2) Shares owned include 1,835,156 shares covered by unexercised stock options.
(3) Shares owned include 625,806 shares covered by unexercised stock options.
(4) Shares owned include 54,678 shares covered by unexercised stock options.
(5) Shares owned include 132,832 shares covered by unexercised stock options.
(6) Shares owned include 4,500 shares covered by unexercised stock options.
(7) Shares owned include 14,166 shares covered by unexercised stock options.
(8) Shares owned include 4,215,608 shares covered by unexercised stock options.
(9) Based on a Schedule 13G dated as of March 16, 1999, filed by William
Blair & Company, LLP (Blair). Includes 1,794,903 shares as to which Blair
has sole voting power and 13,189,581 shares as to which Blair has sole
dispositive power. Blair disclaims beneficial ownership as to 11,394,678
of such shares.
(10) Based on a Schedule 13G dated as of February 10, 1999, filed by AMVESCAPP
PLC and Subsidiaries.
33
<PAGE>
UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS
This is a general discussion of United States federal tax consequences of
the acquisition, ownership and disposition of our common stock by a beneficial
holder that, for United States federal income tax purposes, is a nonresident
alien individual, a foreign corporation, a foreign partnership or a foreign
estate or trust (a "Non-United States Holder"). We have based this summary upon
the United States federal tax law in effect as of the date of this prospectus.
These laws may change, possibly retroactively.
We do not discuss all aspects of United States federal taxation that may be
important to you in light of your particular circumstances, such as special tax
rules that apply if you are a financial institution, insurance company, broker-
dealer, tax-exempt organization or investor holding our common stock as part of
a "straddle" or other integrated investment. We urge you to consult your tax
advisor about the United States federal tax consequences of acquiring, holding
and disposing of our common stock in your particular circumstances, as well as
any tax consequences that may arise under the laws of any foreign, state, local
or other taxing jurisdiction.
Dividends
Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States federal income tax at the rate of 30%, or such
lower rate as may be provided by an applicable income tax treaty between the
United States and the country of which the Non-United States Holder is a tax
resident. If, however, the dividend is effectively connected with the conduct of
a trade or business in the United States by the Non-United States Holder, the
dividend will be exempt from withholding (subject to satisfaction of applicable
certification procedures) and will instead be subject to the United States
federal income tax imposed on net income on the same basis that applies to
United States persons generally (assuming, if required by an applicable tax
treaty, the dividends are attributable to a permanent establishment maintained
by such non-United States Holder within the United States), and, for corporate
holders and under some circumstances, the branch profits tax.
For purposes of determining whether tax is to be withheld at a reduced rate
as specified by a treaty, we generally will presume that dividends we pay on or
before December 31, 2000 to an address in a foreign country are paid to a
resident of that country. Under recently finalized Treasury regulations, which
in general are expected to apply to dividends that we pay after December 31,
2000, to obtain a reduced rate of withholding under a treaty, a Non-United
States Holder generally will be required to provide an Internal Revenue Service
Form W-8BEN certifying that Non-United States Holder's entitlement to treaty
benefits. In addition, in the case of common stock held by a foreign
partnership, the certification requirement generally will apply to the partners
of the partnership and the partnership must provide certain information,
including a United States taxpayer identification number.
Gain on Disposition
A Non-United States Holder will generally not be subject to United States
federal income tax, including by way of withholding, on gain recognized on a
sale or other disposition of our common stock unless:
. the gain is effectively connected with the conduct of a trade or
business in the United States by the Non-United States Holder or
. in the case of a Non-United States Holder who is a nonresident alien
individual and who holds our common stock as a capital asset, that
holder is present in the United States for 183 or more days in the
taxable year of the disposition and certain other requirements are
met.
Gain that is effectively connected with the conduct of a trade or business
in the United States by the Non-United States Holder will be subject to the
United States federal income tax imposed on net income on the same basis that
applies to United States persons generally, and, for corporate holders and under
some circumstances, the branch profits
34
<PAGE>
tax, but will not be subject to withholding. Non-United States Holders should
consult any applicable income tax treaties that may provide for different rules.
United States Federal Estate Taxes
Our common stock that is owned or treated as owned by an individual who is
not a citizen or resident of the United States, as specially defined for United
States federal estate tax purposes, on the date of that person's death will be
included in his or her estate for United States federal estate tax purposes,
unless an applicable estate tax treaty provides otherwise.
Information Reporting and Backup Withholding
Generally, we must report annually to the United States Internal Revenue
Service and to each Non-United States Holder the amount of dividends that we
paid to a holder and the amount of tax that we withheld on such dividends. This
information may also be made available to the tax authorities of a country in
which the Non-United States Holder resides.
United States information reporting requirements and backup withholding tax
will generally not apply to dividends that we pay on our common stock to a Non-
United States Holder at an address outside the United States, except that, with
respect to payments made after December 31, 2000, a Non-United States Holder
will be entitled to this exemption only if it provides a Form W-8BEN (or
satisfies certain documentary evidence requirements for establishing that it is
a Non-United States Holder) or otherwise establishes an exemption. Payments by a
United States office of a broker of the proceeds of a sale of our common stock
are subject to both backup withholding at a rate of 31% and information
reporting, unless the holder certifies its Non-United States Holder status under
penalties of perjury or otherwise establishes an exemption.
Information reporting requirements, but not backup withholding, will also
apply to payments of the proceeds from sales of our common stock by foreign
offices of United States brokers, or foreign brokers with certain types of
relationships to the United States, unless the broker has documentary evidence
in its records that the holder is a Non-United States Holder and certain other
conditions are met, or the holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts that we withhold
under the backup withholding rules will be refunded or credited against the Non-
United States Holder's United States federal income tax liability, if the
required information is furnished to the United States Internal Revenue Service.
35
<PAGE>
UNDERWRITING
Subject to the terms and conditions stated in the U.S. underwriting
agreement dated the date hereof, each of the U.S. underwriters named below, for
whom Salomon Smith Barney Inc., William Blair & Company, L.L.C., Goldman, Sachs
& Co., J.P. Morgan Securities Inc. and Morgan Keegan & Company, Inc. are acting
as representatives, has severally agreed to purchase, and Concord and the
selling stockholders have agreed to sell to such U.S. underwriter, the number of
shares set forth opposite the name of such U.S. underwriter.
<TABLE>
<CAPTION>
U.S. Underwriter Number of Shares
- ---------------- ----------------
<S> <C>
Salomon Smith Barney Inc..................
William Blair & Company, L.L.C............
Goldman, Sachs & Co.......................
J.P. Morgan Securities Inc................
Morgan Keegan & Company, Inc..............
---------
Total...........................
=========
</TABLE>
Subject to the terms and conditions stated in the international
underwriting agreement dated the date hereof, each of the international
underwriters named below, for whom Salomon Brothers International Limited,
William Blair & Company, L.L.C., Goldman Sachs International, J.P. Morgan
Securities Ltd. and Morgan Keegan & Company, Inc. are acting as representatives,
has severally agreed to purchase, and Concord and the selling stockholders have
agreed to sell to such international underwriter, the number of shares set forth
opposite the name of such international underwriter.
<TABLE>
<CAPTION>
International Underwriter Number of Shares
- ------------------------- ----------------
<S> <C>
Salomon Brothers International Limited....
William Blair & Company, L.L.C............
Goldman Sachs International...............
J.P. Morgan Securities Ltd................
Morgan Keegan & Company, Inc..............
---------
Total...........................
=========
</TABLE>
The U.S. underwriting agreement and the international underwriting
agreement provide that the obligations of the several underwriters to purchase
the shares included in this offering are subject to approval of certain legal
matters by counsel and to certain other conditions. The U.S. underwriting
agreement and the international underwriting agreement provide that the
obligations of the U.S. underwriters and the international underwriters are such
that if any of the shares are purchased by the U.S. underwriters pursuant to the
U.S. underwriting agreement, or by the international underwriters pursuant to
the international underwriting agreement, all the shares agreed to be purchased
by either the U.S. underwriters or the international underwriters, as the case
may be, pursuant to their respective agreements (other than those covered by the
over-allotment option described below) must be so purchased. The price to public
and underwriting discount per share for the U.S. offering and the international
offering will be identical. The closing of the international
36
<PAGE>
offering is a condition to the closing of the U.S. offering and the closing of
the U.S. offering is a condition to the closing of the international offering.
The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the shares to certain dealers at the public offering price less a
concession not in excess of $___ per share. The underwriters may allow, and such
dealers may reallow, a concession not in excess of $____ per share on sales to
certain other dealers. If all of the shares are not sold at the initial offering
price, the representatives may change the public offering price and the other
selling terms.
Concord has granted to the U.S. underwriters an option, exercisable for 30
days from the date of this prospectus, to purchase up to 4,640,000 additional
shares of common stock from Concord at the public offering price less the
underwriting discount. The underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, in connection with this offering.
To the extent such option is exercised, each underwriter will be obligated,
subject to certain conditions, to purchase a number of additional shares
approximately proportionate to such underwriter's initial purchase commitment.
Each U.S. underwriter has severally agreed that, as part of the
distribution of 24,770,500 shares offered by the U.S. underwriters, (i) it is
not purchasing any such shares for the account of anyone other than a United
States or Canadian person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any such shares or distribute any U.S.
prospectus to any person outside the United States or Canada, or to anyone other
than a United States or Canadian person. Each international underwriter has
severally agreed that, as part of the distribution of 6,192,625 shares by the
international underwriters, (i) it is not purchasing any such shares for the
account of any United States or Canadian person and (ii) it has not offered or
sold, and will not offer or sell, directly or indirectly, any such shares or
distribute any international prospectus to any person in the United States or
Canada, or to any United States or Canadian person.
The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. underwriting agreement, the
international underwriting agreement and the agreement between U.S. underwriters
and international underwriters, including: (i) certain purchases and sales
between the U.S. underwriters and the international underwriters; (ii) certain
offers, sales, resales, deliveries or distributions to or through investment
advisors or other persons exercising investment discretion; (iii) purchases,
offers or sales by a U.S. underwriter who is also acting as an international
underwriter; and (iv) other transactions specifically approved by the
representatives. As used herein, "United States or Canadian person" means any
person who is a national or resident of the United States or Canada, any
corporation, partnership or other entity created or organized in or under the
laws of the United States or Canada or of any political subdivision thereof, and
any estate or trust the income of which is subject to United States or Canadian
Federal income taxation, regardless of its source (other than any non-United
States or non-Canadian branch of any United States or Canadian person), and
includes any United States or Canadian branch of a person other than a United
States or Canadian person.
Pursuant to the agreement between U.S. underwriters and international
underwriters, sales may be made between the U.S. underwriters and the
international underwriters of such number of shares as may be mutually agreed.
The price of any shares so sold shall be the public offering price less an
amount not greater than the concession to securities dealers. To the extent that
there are sales between the U.S. underwriters and the international
underwriters, the number of shares initially available for sale by the U.S.
underwriters or by the international underwriters may be more or less than the
amount specified on the cover page of this prospectus.
Any offer of the shares in Canada will be made only pursuant to an
exemption from the registration and qualification requirements in any
jurisdiction in Canada in which such offer is made.
Each international underwriter has severally represented and agreed that it
(i) has not offered or sold, and prior to the expiration of six months from the
closing date, will not offer or sell in the United Kingdom any shares other than
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (whether as principal or agent) for the
purpose of their business or in circumstances which constitute an offer to the
public in the
37
<PAGE>
United Kingdom for the purposes of the Public Offers of Securities Regulation
1995, (ii) has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation to
the international securities, in, from or otherwise involving the United Kingdom
and (iii) has only issued or passed on and will only issue or pass onto any
person in the United Kingdom any document received by it in connection with the
issue of the shares if that person is of a kind described in Article 11(3) of
the Financial Services Act of 1986 (Investment Advertisements) (Exemptions)
Order 1996 (as amended) or is a person to whom the document may otherwise
lawfully be issued or passed on.
No action has been or will be taken in any jurisdiction by Concord, the
selling stockholders, the U.S. underwriters or the international underwriters
that would permit any offering to the general public of the shares offered
hereby in any jurisdiction other than the United States.
Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page of this
prospectus.
In connection with the offering, Concord, Concord's executive officers and
directors, the selling stockholders and certain other existing stockholders of
Concord have agreed that they will not, directly or indirectly, during the
period ending 90 days after the date of this prospectus, in each case without
the prior written consent of Salomon Smith Barney Inc. and William Blair &
Company, L.L.C. on behalf of the underwriters:
. offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of common stock or any
securities convertible into or exercisable or exchangeable for common
stock; or
. enter into any swap or other arrangement that transfers to another
person, in whole or in part, any of the economic consequences of
ownership of the common stock, whether any transaction described above
is to be settled by delivery of common stock or other securities, in
cash, or otherwise.
The restrictions described in the previous paragraph do not apply to:
. the sale of the shares to the underwriters;
. the issuance of shares in connection with future acquisition
transactions; or
. the issuance by Concord of options to purchase shares under its
existing option plans, the issuance by Concord of shares of common
stock upon the exercise of an option or a warrant or the conversion of
a security outstanding on the date of this prospectus or the sale or
transfer of shares of common stock upon the exercise of certain
options.
Salomon Smith Barney Inc. and William Blair & Company, L.L.C. in their sole
discretion may release any of the securities subject to these lock-up agreements
at any time without notice.
The common stock is quoted on the Nasdaq National Market under the symbol
"CEFT."
The following table shows the underwriting discounts and commissions to be
paid to the underwriters by Concord and the selling stockholders in connection
with this offering. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase additional shares of common
stock.
38
<PAGE>
<TABLE>
<CAPTION>
Paid by Concord Paid by Selling Stockholders
---------------- ----------------------------
No Exercise Full Exercise No Exercise Full Exercise
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Per share............. $ $ $ $
Total................. $ $ $ $
</TABLE>
In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may purchase and sell shares of common stock in the open
market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of common stock in excess of the number of shares to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of common stock made for the purpose of preventing or retarding a
decline in the market price of the common stock while the offering is in
progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member.
Any of these activities may cause the price of the common stock to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected on the Nasdaq
National Market or in the over-the-counter market or otherwise and, if
commenced, may be discontinued at any time.
In addition, in connection with this offering, certain of the underwriters
and selling group members may engage in passive market making transactions in
the common stock on the Nasdaq National Market prior to the pricing and
completion of the offering. Passive market making consists of displaying bids on
the Nasdaq National Market no higher than the bid prices of independent market
makers and making purchases at prices no higher than those independent bids and
effected in response to order flow. Net purchases by a passive market maker on
each day are limited to a specified percentage of the passive market maker's
average daily trading volume in the common stock during a specified period and
must be discontinued when such limit is reached. Passive market making may cause
the price of the common stock to be higher than the price that otherwise would
exist in the open market in the absence of such transactions. If passive market
making is commenced, it may be discontinued at any time.
Concord estimates that its total expenses related to this offering will be
$________.
The representatives have performed certain investment banking and advisory
services for Concord and the selling stockholders from time to time for which
they have received customary fees and expenses. The representatives may, from
time to time, engage in transactions with and perform services for Concord in
the ordinary course of their business.
Certain principals (including Richard P. Kiphart, a director of Concord) of
William Blair & Company, L.L.C., one of the underwriters, beneficially own an
aggregate of _________ shares of common stock, which will represent ___% of the
outstanding common stock of Concord upon the closing of this offering. In
addition, certain mutual funds affiliated with, and certain discretionary
accounts advised by, William Blair & Company, L.L.C., beneficially own shares of
common stock. Accordingly, this offering is being made in conformity with
certain applicable provisions of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
Concord and each of the selling stockholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments the underwriters may be
required to make in respect of any of those liabilities.
39
<PAGE>
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Concord by Sidley & Austin, Chicago, Illinois. Certain legal matters will be
passed upon for the underwriters by Cleary, Gottlieb, Steen & Hamilton, New
York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998, as set forth in their report. We
have included our consolidated financial statements in this prospectus and
elsewhere in the registration statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities Exchange Commission (SEC). You may read and copy
any document we file at the public reference facilities of the SEC in
Washington, D.C., Chicago, Illinois and New York, New York. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and any later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any additional documents
we file with the SEC until the offering of the common stock is terminated. This
prospectus is part of a registration statement on Form S-3 that we filed with
the SEC. The documents we incorporate by reference are:
. Our Annual Report on Form 10-K for the year ended December 31, 1998.
. Our Current Report on Form 8-K filed on March 10, 1999.
Any statement contained in this prospectus or in a document incorporated by
reference is modified or superseded for purposes of this prospectus to the
extent that a statement contained in any such document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Concord EFS, Inc.
Attn: Investor Relations
2525 Horizon Lake Drive
Suite 120
Memphis, Tennessee 38133
(901) 371-8000
40
<PAGE>
CONCORD EFS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets............................................. F-2
Consolidated Statements of Income....................................... F-3
Consolidated Statements of Stockholders' Equity......................... F-4
Consolidated Statements of Cash Flows................................... F-5
Notes to Consolidated Financial Statements.............................. F-6
Report of Independent Auditors.......................................... F-20
</TABLE>
F-1
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
--------------------
ASSETS 1998 1997
------ --------- ---------
(in thousands)
<S> <C> <C>
Current assets
Cash and cash equivalents.............................. $ 82,029 $ 82,592
Securities available-for-sale (amortized cost of
$286,370 at December 31, 1998 and $140,038 at December
31, 1997)............................................. 288,180 140,199
Accounts receivable, less allowance of $2,324 at
December 31, 1998 and $3,340 at December 31, 1997..... 106,662 82,467
Inventories............................................ 11,396 5,898
Prepaid expenses and other current assets.............. 7,863 5,984
Deferred income taxes.................................. 5,977 4,600
--------- ---------
Total current assets................................. 502,107 321,740
Securities held-to-maturity (fair value of $53,634 at
December 31, 1997)...................................... 52,508
Other assets............................................. 23,615 27,656
Property and equipment................................... 302,937 240,954
Accumulated depreciation and amortization.............. (148,447) (114,438)
--------- ---------
154,490 126,516
--------- ---------
Intangible assets........................................ 146,712 122,982
Accumulated amortization............................... (42,806) (32,206)
--------- ---------
103,906 90,776
--------- ---------
Total assets......................................... $ 784,118 $ 619,196
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities
Accounts payable and other liabilities................. $ 112,376 $ 70,403
Accrued liabilities.................................... 47,641 38,489
Income taxes payable................................... 10,148 9,416
Short-term borrowings.................................. 21,000 29,000
Current maturities of long-term debt................... 25,116 25,445
--------- ---------
Total current liabilities............................ 216,281 172,753
--------- ---------
Long-term debt, less current maturities.................. 173,000 153,329
Deferred income taxes.................................... 21,336 17,860
Other liabilities........................................ 12,966 14,710
Stockholders' equity
Common stock, $0.33 1/3 par value; authorized 200,000
shares, Issued and outstanding 127,935 shares at
December 31, 1998 and 86,447 shares at December 31,
1997.................................................. 42,646 28,816
Additional paid-in capital............................. 55,018 58,622
Retained earnings...................................... 261,702 173,007
Accumulated other comprehensive income................. 1,169 99
--------- ---------
Total stockholders' equity........................... 360,535 260,544
--------- ---------
Total liabilities and stockholders' equity........... $ 784,118 $ 619,196
========= =========
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For Year Ended December 31
----------------------------
1998 1997 1996
-------- -------- --------
(in thousands, except per
share data)
<S> <C> <C> <C>
Revenue.......................................... $634,511 $490,030 $355,459
Cost of operations............................... 446,515 340,770 241,273
Selling, general and administrative expenses..... 51,185 50,008 42,811
-------- -------- --------
Operating income................................. 136,811 99,252 71,375
Other income (expense):
Interest income................................ 18,379 12,287 4,468
Interest expense............................... (14,676) (14,076) (14,764)
-------- -------- --------
Income before taxes.............................. 140,514 97,463 61,079
Income taxes................................... 51,819 37,771 23,347
-------- -------- --------
Net income....................................... $ 88,695 $ 59,692 $ 37,732
======== ======== ========
Per share data:
Basic earnings per share....................... $ 0.69 $ 0.47 $ 0.32
======== ======== ========
Diluted earnings per share..................... $ 0.67 $ 0.46 $ 0.31
======== ======== ========
Weighted average shares........................ 127,693 126,592 116,291
======== ======== ========
Adjusted weighted average shares and assumed
conversions 131,947 129,937 120,189
======== ======== ========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other
--------------- Paid-In Retained Comprehensive
Shares Amount Capital Earnings Income Total
------- ------- ---------- -------- ------------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1996................... 33,848 $11,282 $(41,326) $ 75,583 $ (200) $ 45,339
Exercise of stock
options.............. 1,074 358 4,496 4,854
Secondary offering of
common stock......... 3,450 1,150 86,761 87,911
Tax benefit of
disqualifying
disposition of
incentive stock
option shares........ 6,586 6,586
Three for two stock
splits............... 42,488 14,163 (14,163)
Net income............ 37,732 37,732
Net unrealized losses
on securities, net of
tax.................. (296) (296)
--------
Comprehensive income.. 37,436
------- ------- -------- -------- ------ --------
Balance at December 31,
1996................... 80,860 26,953 42,354 113,315 (496) 182,126
Restatement for
poolings of
interests............ 4,511 1,504 4,110 5,614
------- ------- -------- -------- ------ --------
Restated balance at
January 1, 1997........ 85,371 28,457 46,464 113,315 (496) 187,740
Exercise of stock
options.............. 1,076 359 6,300 6,659
Tax benefit of
disqualifying
disposition of
incentive stock
option shares........ 5,858 5,858
Net income............ 59,692 59,692
Net unrealized gains
on securities, net of
tax.................. 595 595
--------
Comprehensive income.. 60,287
------- ------- -------- -------- ------ --------
Balance at December 31
1997................... 86,447 28,816 58,622 173,007 99 260,544
Exercise of stock
options.............. 413 138 6,458 6,596
Three for two stock
split................ 41,075 13,692 (13,692)
Tax benefit of
disqualifying
disposition of
incentive stock
option shares........ 3,630 3,630
Net income............ 88,695 88,695
Cumulative effect of
accounting change.... 776 776
Net unrealized gains
on securities, net of
tax.................. 294 294
--------
Comprehensive income.. 89,765
------- ------- -------- -------- ------ --------
Balance at December 31,
1998................... 127,935 $42,646 $ 55,018 $261,702 $1,169 $360,535
======= ======= ======== ======== ====== ========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31
-------------------------------
1998 1997 1996
--------- --------- ---------
(in thousands)
<S> <C> <C> <C>
Operating activities
Net income.................................. $ 88,695 $ 59,692 $ 37,732
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.............. 55,390 41,566 34,827
Provision for losses on accounts
receivable................................ 3,654 1,445 817
Deferred income taxes (benefit)............ 1,520 (7,330) 6,896
Changes in operating assets and
liabilities:
Accounts receivable....................... (27,849) (17,489) 25,581
Inventories............................... (5,498) (291) 161
Other current assets...................... (1,879) (1,024) (342)
Accounts payable and other liabilities.... 41,973 (22,425) 20,084
Accrued liabilities....................... 13,310 25,414 13,636
Other liabilities......................... (1,744) -- --
--------- --------- ---------
Net cash provided by operating activities..... 167,572 79,558 139,392
Investing activities
Acquisition of property and equipment....... (65,205) (44,042) (47,727)
Securities held-to-maturity:
Acquisition of securities.................. (9,630) (17,141) (57,135)
Proceeds from maturity of securities....... 4,843 21,347 809
Securities available-for-sale:
Acquisition of securities.................. (241,314) (156,515) (36,054)
Proceeds from sales of securities.......... 104,383 48,401 --
Proceeds from maturity of securities....... 48,098 32,178 173
Merchant contracts purchased................ (16,946) (12,986) (3,565)
Acquisition of business..................... (6,000) -- --
Proceeds from licensing agreement........... -- 25,000 --
Other....................................... (4,302) (2,406) (13,464)
--------- --------- ---------
Net cash used in investing activities......... (186,073) (106,164) (156,963)
Financing activities
Proceeds from exercise of stock options..... 6,596 6,659 4,854
Proceeds from secondary offering of common
stock...................................... 87,911
Proceeds from notes payable................. 45,000 28,000 --
Borrowing (repayment) under credit agreement
(net)...................................... (8,000) (21,000) 15,000
Payments on notes payable................... (25,658) (25,418) (25,392)
--------- --------- ---------
Net cash provided by (used in) financing
activities................................... 17,938 (11,759) 82,373
--------- --------- ---------
Net (decrease) increase in cash and cash
equivalents.................................. (563) (38,365) 64,802
Cash and cash equivalents at beginning of
period....................................... 82,592 120,957 56,155
--------- --------- ---------
Cash and cash equivalents at end of period.... $ 82,029 $ 82,592 $ 120,957
========= ========= =========
Disclosures of cash flow information:
Cash paid during the period for:
Interest.................................... $ 14,346 $ 13,725 $ 14,768
========= ========= =========
Income taxes................................ $ 46,346 $ 32,940 $ 9,326
========= ========= =========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
Note A--Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include
the accounts of Concord EFS, Inc. (Parent) and its wholly-owned subsidiaries,
Concord Computing Corporation (Concord), EFS National Bank (EFSNB), EFS Federal
Savings Bank (EFSFSB), Concord Retail Services, Inc., Concord Equipment Sales,
Inc. (formerly VMT, Inc.), Pay Systems of America, Inc. (PSA), Digital Merchant
Systems, Inc. (DMS), and Electronic Payment Services, Inc. (EPS),
(collectively, the Company). The Company repurchased the minority interest in
Network EFT, Inc. during 1996 and transferred its residual business and
operational assets to Concord. All material intercompany balances and
transactions have been eliminated in consolidation.
Basis of Presentation: These consolidated financial statements give
retroactive effect to the merger of the Parent and EPS on February 26, 1999,
which has been accounted for using the pooling of interests method as described
in Note L to the consolidated financial statements.
Operations: The Company provides transaction processing, authorization and
settlement services, throughout the United States. The primary components of
these services are Merchant Card Services and ATM Services, comprising
approximately 98% of revenues in 1998. The Company requires certain customers
to provide letters of credit, surety bonds or cash deposits as collateral for
outstanding accounts receivable.
Cash Equivalents: The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
Securities Held-to-Maturity and Available-for-Sale: Management determines
the appropriate classification of debt securities at the time of purchase and
re-evaluates such designation as of each balance sheet date. Debt securities
are classified as held-to-maturity when the Company has the positive intent and
ability to hold the securities to maturity. Held-to-maturity securities are
stated at amortized cost.
Debt and equity securities not classified as held-to-maturity or trading are
classified as available-for-sale. Available-for-sale securities are stated at
fair value, with the unrealized gains and losses, net of tax, reported as a
component of accumulated other comprehensive income in stockholders' equity.
The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-backed securities, over the
estimated life of the security. Such amortization is included in interest
income from investments. Interest and dividends are included in interest income
from investments. Realized gains and losses, and declines in value judged to be
other-than-temporary are included in net securities gains (losses). The cost of
securities sold is based on the specific identification method.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". Although the Statement is
effective for years beginning after June 15, 1999, the Company adopted the
statement early on July 1, 1998. Under provisions of the Statement, the Company
reclassified all securities held-to-maturity to securities available-for-sale
as of July 1, 1998. The adoption of SFAS No. 133 resulted in the cumulative
effect of an accounting change of $776,000 being recognized as an increase in
other comprehensive income.
Inventories: Inventories are stated at the lower of cost (first-in, first-
out method) or market.
Other Assets: Included in other assets at December 31, 1998 and 1997 are
approximately $3,888,000 and $6,021,000, respectively, of payments made to
customers under the Company's conversion assistance program.
F-6
<PAGE>
These payments, which were primarily for promotional sign replacements and card
reissuance, were made to customers converting to the MAC network and are being
amortized over five years. Amortization expense associated with these assets
was approximately $3,105,000, $3,037,000 and $2,907,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
During 1994, after technological feasibility was established, the Company
began capitalizing software development costs incurred in connection with the
planned introduction of a stored value electronic payment card. The Company
capitalized approximately $667,000 and $11,584,000 in 1997 and 1996,
respectively, related to the development of the stored value card.
On July 25, 1997, the Company entered into an agreement with an unrelated
third party whereby the Company granted perpetual licensing rights to the
technology to the third party in exchange for $25,000,000. The agreement
further grants the third party exclusive rights to the technology for a period
of four years. The proceeds received from the licensing agreement have been
deferred and are being earned over the exclusivity period of the agreement. The
development costs capitalized are being amortized over the same period.
Property and Equipment: Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.
Intangible Assets: Intangible assets consist of the following at December
31:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
Goodwill............................................... $ 82,071 $ 82,071
Purchased merchant contracts........................... 33,497 15,865
Customer lists and other............................... 31,144 25,046
-------- --------
$146,712 $122,982
======== ========
</TABLE>
Goodwill and amounts assigned to the customer lists are being amortized by
the straight-line method over 15-25 years. Agreements not to compete are
amortized over the life of the agreements.
Purchased merchant contracts are recorded at cost and are evaluated by
management for impairment at each balance sheet date through review of actual
attrition and cash flows generated by the contracts in relation to the expected
attrition and cash flows and the recorded amortization expense. If, upon
review, actual attrition and cash flows indicate impairment of the value of the
purchased merchant contracts, an impairment loss would be recognized.
Amortization expense was recognized on a straight-line basis over an estimated
useful life of five years through December 31, 1997. Effective January 1, 1998,
the Company changed the estimated useful life of its purchased merchant
contracts to six years. This change in accounting estimate is accounted for
under the provisions of Accounting Principles Board (APB) Opinion No. 20,
"Accounting Changes." Accordingly, the net book value of purchased merchant
contracts as of January 1, 1998 is amortized over the remaining useful life of
the contracts (using six years). Additionally, all purchased merchant contracts
capitalized in 1998 are being amortized over a period of six years. The effect
of the change in accounting estimate in 1998 was an increase to net income of
approximately $583,000.
On July 20, 1998, the Company acquired the terminal driving business of a
certain entity. The acquisition was accounted for under the purchase method;
accordingly, results of operations from this business have been included in the
consolidated statements of income since the date of acquisition. The total cost
of the acquisition was approximately $6 million and substantially all of the
purchase price was allocated to customer lists based upon the fair value of the
assets acquired. The customer lists are being amortized by the straight-line
method over 15 years.
Use of Estimates: The preparation of the consolidated financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
F-7
<PAGE>
Income Taxes: The Company and its wholly-owned subsidiaries file a
consolidated Federal tax return. Each subsidiary provides for income taxes
using the liability method on a separate-return basis and remits to or receives
from the Company amounts currently payable or receivable.
Revenue Recognition: Revenue from credit card and other transaction
processing activities are recorded when the service is provided, gross of
interchange and network fees charged to the Company, which are recorded as a
cost of operations when the transactions have been settled.
Revenues from service contracts and product sales are recognized when the
service is provided or the equipment is shipped. Service contracts and related
sales include all revenues under system service contracts, including revenues
from sales of terminal hardware when the contract included such sales.
Earnings Per Share: Basic and diluted earnings per share are calculated in
accordance with SFAS No. 128, "Earnings Per Share." All earnings per share
amounts for all periods have been presented to conform to the Statement 128
requirements. Earnings per share, related per share data, stock options and
stock option prices have been restated to reflect all stock splits through
December 31, 1998.
Stock-based Compensation: The Company grants options for a fixed number of
shares to employees with an exercise price equal to the fair value of the
shares at the date of the grant. These stock option grants are accounted for in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and accordingly, the Company recognizes no compensation expense for the stock
option grants.
Comprehensive Income: In 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income" which established new rules for the reporting and display
of comprehensive income and its components; however, the adoption of this
statement in 1998 had no impact on the Company's net income or stockholders'
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities, to be included in accumulated other
comprehensive income in stockholders' equity. Prior year financial statements
have been reclassified to conform to the requirements of SFAS No. 130.
F-8
<PAGE>
Note B--Securities
The following is a summary of securities available-for-sale and held-to-
maturity:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Securities Available-for-sale
December 31, 1998
U.S. Government and agency
Securities...................... $ 29,603 $ 281 $ (74) $ 29,810
Mortgage-backed securities....... 130,355 395 (370) 130,380
Municipal securities............. 116,630 1,972 (394) 118,208
-------- ------ ----- --------
Total debt securities.......... 276,588 2,648 (838) 278,398
Equity securities................ 9,782 9,782
-------- ------ ----- --------
$286,370 $2,648 $(838) $288,180
======== ====== ===== ========
December 31, 1997
U.S. Treasury securities......... $ 4,003 $ 2 $ $ 4,005
U.S. Government and agency
Securities...................... 41,338 (131) 41,207
Mortgage-backed securities....... 77,638 387 (180) 77,845
Municipal securities............. 11,194 87 (4) 11,277
-------- ------ ----- --------
Total debt securities.......... 134,173 476 (315) 134,334
Equity securities................ 5,865 5,865
-------- ------ ----- --------
$140,038 $ 476 $(315) $140,199
======== ====== ===== ========
Securities Held-to-Maturity:
December 31, 1997
U.S. Government and agency
Securities...................... $ 9,256 $ 60 $ $ 9,316
Mortgage-backed securities....... 19,818 187 20,005
Municipal securities............. 23,434 879 24,313
-------- ------ ----- --------
$ 52,508 $1,126 $ $ 53,634
======== ====== ===== ========
</TABLE>
There were no material gains or losses on securities sold during the three
years ended December 31, 1998.
The scheduled maturities of securities available-for-sale, excluding equity
securities, at December 31, 1998, was as follows:
<TABLE>
<CAPTION>
Available-for-Sale
------------------
Amortized Fair
Cost Value
--------- --------
(in thousands)
<S> <C> <C>
Due in one year or less............................... $ 34,705 $ 34,631
Due in one to five years.............................. 50,243 51,038
Due in five to ten years.............................. 109,563 110,683
Due after ten years................................... 82,077 82,046
-------- --------
$276,588 $278,398
======== ========
</TABLE>
For purposes of the maturity table, mortgage-backed securities, which are
not due at a single maturity date, have been allocated over maturity groupings
based on the weighted-average contractual maturities of underlying collateral.
The mortgage-backed securities may mature earlier than their weighted-average
contractual maturities because of principal prepayments.
F-9
<PAGE>
Expected maturities on other securities may differ from contractual
maturities because the issuers of the securities may have the right to prepay
obligations without prepayment penalties.
Securities carried at approximately $95 million and $52 million at December
31, 1998 and December 31, 1997, respectively, were pledged to secure notes
payable to the Federal Home Loan Bank.
Note C--Inventories
At December 31, inventories consisted of:
<TABLE>
<CAPTION>
1998 1997
------- ------
(in thousands)
<S> <C> <C>
Point of sale equipment................................... $10,457 $5,745
Repair parts.............................................. 939 153
------- ------
$11,396 $5,898
======= ======
</TABLE>
Note D--Property and Equipment
At December 31, property and equipment consisted of:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
Land................................................... $ 1,050 $ 1,050
Building & improvements................................ 15,101 14,591
Computer facilities and equipment...................... 254,378 199,833
Office furniture and equipment......................... 21,855 16,582
Leasehold improvements................................. 10,553 8,898
-------- --------
$302,937 $240,954
======== ========
</TABLE>
Depreciation expense was approximately $39.1 million, $33.5 million and
$28.4 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
Note E--Short-Term Borrowings
The Company maintains a credit agreement with a third-party bank which
provides for short-term borrowings through March 1999 of up to $75 million.
Borrowings under the agreement are unsecured and bear interest at variable
rates. Borrowings of $21 million and $29 million, which approximated fair
value, were outstanding under the agreement at December 31, 1998 and 1997,
respectively. Average borrowings under this agreement during 1998 were $29.4
million at an effective interest rate of 5.81%. During 1997, average borrowings
were approximately $41.3 million at an effective interest rate of 5.84% and,
during 1996, average borrowings were approximately $39.9 million at an
effective interest rate of 5.82%. The agreement requires the Company to
maintain certain financial ratios and to comply with certain covenants as
defined, including limitations as to debt to be incurred and prepayments on the
Company's long-term debt.
The Company also has available $20 million in unsecured lines of credit with
other financial institutions, which expire on various dates throughout 1999. No
amounts were outstanding on these lines at December 31, 1998 or 1997.
F-10
<PAGE>
Note F--Long-Term Debt and Leases
At December 31, long-term debt consisted of:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
Notes payable to the Federal Home Loan Bank........... $ 73,000 $ 28,000
Note payable to bank for ATMs......................... 116 561
Note payable to stockholder........................... 125,000 150,213
-------- --------
198,116 178,774
Less current maturities............................... (25,116) (25,445)
-------- --------
$173,000 $153,329
======== ========
</TABLE>
Notes payable to the Federal Home Loan Bank are adjustable rate advances due
between May 20, 2002 and September 11, 2008. Current interest rates range from
5.41% to 6.08% and are secured by securities available-for-sale with a market
value of approximately $95 million and $52 million at December 31, 1998 and
1997, respectively.
The note payable to bank to purchase cash dispensing machines (ATMs) is
payable through March 1, 1999 in monthly installments of $38,969 including
interest at 6.25% and is secured by ATMs with a net book value of $701,034 at
December 31, 1998 and $981,445 at December 31, 1997.
Note payable to stockholder represents an unsecured promissory note payable
due in equal quarterly installments through 2003, which bears interest at
6.40%. Annual maturities of the note are $25 million per year through 2003.
The Company rents office facilities and equipment under noncancelable
operating leases expiring at various dates through 2005. Rental expense for
operating leases amounted to approximately $5.1 million, $4.8 million and $5.1
million for the years ended December 31, 1998, 1997 and 1996, respectively.
On May 22, 1998, the Company entered into a $15 million operating lease
agreement replacing the remainder of the original subrental agreement on EPS's
headquarters. The terms for the operating lease provide for initial seven-year
term through 2005 with an option to renew for two additional five year terms.
Future maturities of notes payable and minimum lease payments for operating
leases with initial or remaining terms in excess of one year are as follows:
<TABLE>
<CAPTION>
Notes Operating
Payable Leases
-------- ---------
(in thousands)
<S> <C> <C>
Year ending December 31:
1999................................................. $ 25,116 $ 4,994
2000................................................. 25,000 3,642
2001................................................. 25,000 2,879
2002................................................. 53,000 2,400
2003................................................. 35,000 1,969
Thereafter........................................... 35,000 1,632
-------- -------
Total future payments................................ $198,116 $17,516
======== =======
</TABLE>
Note G--Employee Benefit Plans
Effective March 1, 1998, the Company established the Concord EFS Savings
Plan (the Plan). Employees who have reached the age of 21 and completed one
year of service with the Company are eligible to participate in the Plan. The
Plan provides for voluntary tax-deferred contributions by eligible employees
and discretionary Company contributions. The Company's cost related to the Plan
in 1998 was approximately $114,000.
F-11
<PAGE>
The Electronic Payment Services, Inc. Retirement Savings Plan (the EPS Plan)
covers substantially all employees of EPS. Under the terms of the EPS Plan,
each qualified employee receives a company retirement contribution of 2% of
compensation as defined, based upon employment status at December 31 of the
plan year. In addition, the EPS Plan includes a Section 401(k) savings feature
wherein EPS will match employee contributions up to 4.5% of compensation as
defined, and additionally, contains a discretionary profit-sharing contribution
of up to 1.5% of compensation as defined. Total 1998, 1997 and 1996 expenses
under the EPS Plan were approximately $3,685,000, $3,095,000 and $2,687,000,
respectively.
Note H--Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets at December 31, are as
follows:
<TABLE>
<CAPTION>
1998 1997
------- -------
(in thousands)
<S> <C> <C>
Deferred tax liabilities:
Property and equipment................................. $ 3,976 $ 6,113
Intangibles............................................ 4,460 4,923
Securities available-for-sale.......................... 641 62
Capitalization of research & development costs......... 13,994 8,619
Other.................................................. 1,284 1,132
------- -------
Total deferred tax liabilities........................... 24,355 20,849
------- -------
Deferred tax assets:
Net operating loss carryforward........................ $ 2,003 $ 2,626
Nondeductible reserves................................. 5,311 3,762
Bad debt allowance..................................... 248 502
Inventory.............................................. 37 57
Merchant contracts purchased........................... 1,361 488
Other.................................................. 36 154
------- -------
Total deferred tax assets................................ 8,996 7,589
------- -------
Net deferred tax liabilities............................. $15,359 $13,260
======= =======
</TABLE>
F-12
<PAGE>
The components of the provision (benefit) for income taxes for the three
years ended December 31 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Allocated to net income:
Current
Federal.................................... $47,622 $41,005 $15,706
State...................................... 2,677 4,096 745
------- ------- -------
50,299 45,101 16,451
Deferred
Federal.................................... 435 (6,297) 6,797
State...................................... 1,085 (1,033) 99
------- ------- -------
1,520 (7,330) 6,896
------- ------- -------
$51,819 $37,771 $23,347
======= ======= =======
Allocated to other comprehensive income:
Deferred
Federal.................................... $ 504 $ 281 $ (138)
State...................................... 75 42 (20)
------- ------- -------
$ 579 $ 323 $ (158)
======= ======= =======
</TABLE>
The reconciliation of income taxes computed at the U.S. federal statutory
tax rate of 35% to income tax expense for the three years ended December 31 are
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Tax at statutory rate.......................... $49,180 $34,112 $21,378
State income taxes, net of federal benefit..... 2,461 1,989 538
Nondeductible amortization of goodwill......... 1,076 1,031 1,042
Tax exempt interest income..................... (1,175) (511) (124)
Other, net..................................... 277 1,150 513
------- ------- -------
$51,819 $37,771 $23,347
======= ======= =======
</TABLE>
Income tax benefits resulting from the disqualifying dispositions of certain
employee incentive stock option shares were credited to additional paid-in
capital because no compensation expense was charged to income for financial
reporting purposes related to the exercise of such options.
The Company has federal and state net operating loss carryforwards that
expire on various dates through 2006 and are subject to annual limitations.
F-13
<PAGE>
Note I--Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
-------- -------- --------
(in thousands,
except per share data)
<S> <C> <C> <C>
Numerator:
Net income........................................ $ 88,695 $ 59,692 $ 37,732
======== ======== ========
Denominator:
Denominator for basic earnings per share,
weighted-average shares.......................... 127,693 126,592 116,291
Effect of dilutive securities, employee stock
options.......................................... 4,254 3,345 3,898
-------- -------- --------
Denominator for diluted earnings per share--
adjusted weighted-average shares and assumed
conversions...................................... 131,947 129,937 120,189
======== ======== ========
Basic earnings per share............................ $ 0.69 $ 0.47 $ 0.32
======== ======== ========
Diluted earnings per share.......................... $ 0.67 $ 0.46 $ 0.31
======== ======== ========
</TABLE>
Note J--Incentive Stock Option Plans
The Concord EFS, Inc. 1993 Incentive Stock Option Plan, as amended, (the
Concord Plan) allows for the grant of up to 13,668,750 shares of Common Stock
for the benefit of the Company's key employees. Options are granted at not less
than 100% of the market value on the date of the grant (110% in the case of a
holder of more than 10% of the outstanding shares) and generally become
exercisable within four years of the date of the grant. Information pertaining
to the Concord Plan is summarized below, in thousands, except price per share:
<TABLE>
<CAPTION>
Number of Weighted Weighted
Shares Average Average Options
Under Option Exercise Price Aggregate Price Exercisable
------------ -------------- --------------- -----------
<S> <C> <C> <C> <C>
Outstanding at January
1, 1996................ 6,323 $ 3.68 $ 23,283 2,903
======== =====
Granted............... 1,308 13.73
Exercised............. (1,877) 2.59
Terminated............ (501) 4.26
------
Outstanding at December
31, 1996............... 5,253 6.51 $ 34,203 2,380
======== =====
Granted............... 3,129 15.22
Exercised............. (1,614) 4.13
Terminated............ (40) 10.87
------
Outstanding at December
31, 1997............... 6,728 11.11 $ 74,732 1,860
======== =====
Granted............... 2,989 20.37
Exercised............. (477) 6.52
Terminated............ (34) 14.60
------
9,206 $14.34 $132,006 2,988
====== ======== =====
</TABLE>
The weighted average grant date fair value of options granted during 1998,
1997 and 1996 was $6.15, $4.67 and $3.65, respectively.
F-14
<PAGE>
The following table provides additional information regarding options
outstanding as of December 31, 1998:
<TABLE>
<CAPTION>
Weighted Average
Remaining Weighted Average
Contractual Life Number of Exercise Price
Option Exercise Options Weighted Average of Options Options of Options
Price Range Outstanding Exercise Price in Years Exercisable Exercisable
- --------------- ----------- ---------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
$ 2.73-
$ 4.79 1,162 $ 3.31 4.92 1,155 $ 3.30
5.93-
13.00 1,882 9.73 6.82 1,029 9.06
15.08-
26.13 6,162 17.83 8.66 804 15.55
$ 2.73-
$26.13 9,206 $14.34 7.81 2,988 $ 8.58
</TABLE>
In 1995, EPS adopted the Electronic Payment Services, Inc. 1995 Stock Option
Plan, as amended (the EPS Plan). In connection with the merger of EPS with the
Parent as discussed in Note L, all outstanding options in the EPS Plan
accelerated and vested in November 1998. The total amount of option shares
(after conversion to Concord EFS, Inc. shares) at December 31, 1998 was
2,244,795, at a weighted average exercise price of $8.48.
The Company has elected to follow APB No. 25 and related Interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock Based Compensation," requires use of option valuation models that
were not developed for use in valuing employee stock options. Under APB No. 25,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted average
assumptions for 1998, 1997, and 1996, respectively: risk-free interest rates of
6.0%, 6.25%, and 6.5%, and volatility factors of the expected market price of
the Company's common stock of .358, .344, and .265. Assumptions that remained
constant for all years were dividend yields of 0% and a weighted average
expected life of the options of three years.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options. For purposes of
pro forma disclosures, the estimated fair value of the options is amortized to
expense over the options' vesting period. The Company's pro forma information
is as follows for the years ended December 31 (in thousands, except for
earnings per share):
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Pro forma net income............................. $77,327 $55,137 $36,647
Pro forma basic earnings per share............... $ 0.61 $ 0.44 $ 0.32
Pro forma diluted earnings per share............. $ 0.59 $ 0.42 $ 0.30
</TABLE>
Pro forma disclosures are not likely to be representative of the effects of
reported pro forma net income and earnings per share in future years as
additional options may be granted in future years and the vesting of options
already granted will impact the pro forma disclosures.
On February 18, 1999, the shareholders approved an amendment to the Concord
Plan to increase the shares issuable under the plan from 13,668,750 to
25,000,000 shares.
F-15
<PAGE>
Note K--Employment Agreements
In February 1998, the Company entered into incentive agreements with its CEO
and President, each for a term of five years expiring February 2003. Each
agreement sets out the executive's annual base pay, provides for the
establishment of an incentive compensation program under which each executive
will have a bonus potential of 50% of annual base salary, and provides for
grants of stock options, including regular stock options of up to 375,000
shares a year based on performance and special stock options contingent upon,
or providing accelerated vesting upon, the average market price of Concord
stock reaching and maintaining certain levels. The agreements contain certain
non-compete provisions and change in control provisions regarding the
acceleration of outstanding stock options and the payment of bonuses.
Employment agreements are also in effect for the President and Chief
Executive Officer of EPS and four of his direct reports. The agreements have no
fixed term but are terminable at any time with a fixed amount of severance to
be paid only in the event of termination or removal without cause (or with
"good cause" in the case of the President and Chief Executive Officer).
Note L--Mergers and Acquisitions
On June 30, 1998, the Company merged with Digital Merchant Systems of
Illinois, Inc. and American Bankcard International, Inc. (jointly named DMS).
DMS is a leading independent sales organization in the credit card industry.
The mergers were accounted for using the pooling of interests method of
accounting. The Company exchanged 4,425,000 shares of its common stock for all
of the outstanding common stock of DMS. In accordance with pooling of interests
accounting, no adjustments have been made to the historical carrying value of
the assets and liabilities of DMS.
The following table presents selected financial information, split between
the Company, EPS and DMS:
<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 1997
----------- -----------
<S> <C> <C>
Revenue:
Concord EFS, Inc............................... $ 361,604 $ 240,004
EPS............................................ 258,773 219,956
DMS(1)......................................... 14,134 30,070
----------- -----------
$ 634,511 $ 490,030
=========== ===========
Net income:
Concord EFS, Inc............................... $ 61,857 $ 42,746
EPS............................................ 24,924 18,010
DMS(1)......................................... 1,914 (1,064)
----------- -----------
$ 88,695 $ 59,692
=========== ===========
</TABLE>
- --------
(1) The 1998 amounts reflect the results of operations from January 1, 1998
through June 30, 1998. The results of operations from July 1, 1998 through
December 31, 1998 are included in Concord EFS, Inc. amounts.
The financial statements of DMS prior to January 1, 1997, were immaterial
for restatement.
On February 18, 1999, the shareholders approved the Company's issuance of
shares in connection with its acquisition of EPS. The Company completed the
merger with EPS on February 26, 1999 by issuing 30,064,838 shares of the
Company's common stock for all of the outstanding common stock of EPS. The
acquisition was accounted for using the pooling of interests method of
accounting. The consolidated financial statements present financial information
restated for all years presented. EPS provides transaction processing services
to financial institutions, and retailers throughout the United States. EPS also
owns and operates electronic data processing and data-capture networks that
process transactions originating at ATMs and point-of-sale terminals.
F-16
<PAGE>
In connection with the acquisition of EPS, the Company expects to incur
approximately $10.5 million in acquisition related expenses in the first
quarter of 1999. These expenses are primarily investment banking, legal and
accounting fees. Although no definite plan has been adopted, management is
currently reviewing operational synergies, such as duplicate facilities,
computer and communication hardware and software and other contractual
relationships including severance that may require additional charges in the
second quarter of 1999 and beyond. Management plans to complete this analysis
by May 31, 1999.
Note M--Operations By Industry Segment
In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information," which establishes standards for
reporting financial information about operating segments in annual and interim
financial statements. SFAS No. 131 requires that financial information be
reported on the same basis that is reported internally for evaluating segment
performance and allocating resources to segments. SFAS No. 131 addresses how
financial information is disclosed in annual and interim reports; therefore,
its adoption in 1998 had no impact on the financial condition or operating
results of the Company.
Concord has two reportable segments: Merchant Card Services and ATM
Services.
The Company's revenue from Merchant Card Services results from processing
credit card transactions using VISA, MasterCard, Discover, American Express and
Diner's Club Cards. In addition, the Company processes debit card transactions
for banks issuing such cards. Merchant Card Services provides electronic
payment services to supermarket chains, grocery stores, convenience store
merchants and other retailers. Merchant Card Services also includes trucking
services providing a variety of flexible payment systems that enable drivers of
trucking companies to use payment cards to purchase fuel and services and to
obtain cash advances at truck stops.
ATM Services include transactional fee income and surcharge revenue from
ATMs owned by the Company as well as ATM transaction processing for ATMs owned
by the Company's merchants.
The Company evaluates performance and allocates resources based on profit or
loss from operations. Items classified as "Other" include revenue not
identifiable with the two reportable segments described above and costs of
operations and selling, general and administrative expenses which are not
allocated to the reportable segments. The accounting policies of the reportable
segments are the same as those described in Note A Significant Accounting
Policies.
F-17
<PAGE>
The Company's reportable segments are business units that offer different
products. The reportable segments are each managed separately because they are
distinct products for different end users. No single customer of the Company
accounts for a material portion of the Company's revenues.
Industry segment information for the years ended December 31, 1998, 1997,
and 1996 is presented below:
<TABLE>
<CAPTION>
Merchant ATM
Card Services Services Other Total
------------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1998
Revenue....................... $ 423,267 $ 198,398 $ 12,846 $ 634,511
Cost of operations............ (231,616) (118,968) (95,931) (446,515)
Selling, general, &
administrative expenses...... (51,185) (51,185)
Taxes & interest, net......... (48,116) (48,116)
--------- --------- --------- ---------
Net income.................... $ 191,651 $ 79,430 $(182,386) $ 88,695
========= ========= ========= =========
Year ended December 31, 1997
Revenue....................... $ 311,167 $ 166,841 $ 12,022 $ 490,030
Cost of operations............ (164,366) (95,311) (81,093) (340,770)
Selling, general, &
administrative expenses...... (50,008) (50,008)
Taxes & interest, net......... (39,560) (39,560)
--------- --------- --------- ---------
Net income.................... $ 146,801 $ 71,530 $(158,639) $ 59,692
========= ========= ========= =========
Year ended December 31, 1996
Revenue....................... $ 207,211 $ 135,507 $ 12,741 $ 355,459
Cost of operations............ (121,183) (71,423) (48,667) (241,273)
Selling, general, &
administrative expenses...... (42,811) (42,811)
Taxes & interest, net......... (33,643) (33,643)
--------- --------- --------- ---------
Net income.................... $ 86,028 $ 64,084 $(112,380) $ 37,732
========= ========= ========= =========
</TABLE>
Note N--Commitments and Contingencies
The Company is a party to various claims and litigation in the normal
course of business, none of which is expected to have a material effect on the
consolidated financial statements.
Note O--Debt and Dividend Restrictions
In accordance with federal banking laws, certain restrictions exist
regarding the ability of the banking subsidiary to transfer funds to the
Parent in the form of cash dividends, loans or advances. The approval of
certain regulatory authorities is required to pay dividends in excess of
earnings retained in the current year plus retained net earnings for the
preceding two years. As of December 31, 1998, approximately $128,521,000 of
undistributed earnings of EFSNB, included in consolidated retained earnings,
was available for distribution to the Parent as dividends without prior
regulatory approval. Under Federal Reserve regulations, the banking subsidiary
is also limited as to the amount it may loan to affiliates, including the
Parent, unless such loans are collateralized by specific obligations. At
December 31, 1998, the maximum amount available for transfer from EFSNB to the
Parent in the form of loans approximated 5.99% of consolidated net assets.
Note P--Related Party Transactions
The former stockholders of EPS are also customers of the Company and
services are billed to them at rates comparable to nonrelated customers.
Approximately 10%, 11%, and 14% of revenues were billed to these stockholders
during 1998, 1997 and 1996, respectively.
F-18
<PAGE>
Note Q--Disclosures About Fair Value of 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. These fair values are provided for disclosure purposes only, and do
not impact carrying values of financial statement amounts.
Cash and Cash Equivalents: The carrying amounts reported in the balance
sheet for cash and cash equivalents approximate those assets' fair values.
Securities (Including Mortgage-backed Securities): Fair values for
securities are based on quoted market prices, where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments.
Long-term Borrowings: The fair values of the Company's long-term borrowings
are estimated using discounted cash flow analyses based on the Company's
current incremental borrowing rates for similar types of borrowing
arrangements.
<TABLE>
<CAPTION>
Carrying Amount Fair Value
--------------- ----------
<S> <C> <C>
December 31, 1998
Financial Assets:
Cash and cash equivalents........................ $ 82,029 $ 82,029
Available-for-sale securities.................... 288,180 288,180
Financial liabilities:
Notes payable.................................... 198,116 196,652
December 31, 1997
Financial Assets:
Cash and cash equivalents........................ $ 82,592 $ 82,592
Available-for-sale securities.................... 140,199 140,199
Held-to-maturity securities...................... 52,508 53,634
Financial liabilities:
Notes payable.................................... 178,774 178,666
</TABLE>
F-19
<PAGE>
CONCORD EFS, INC. AND SUBSIDIARIES
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Concord EFS, Inc.
We have audited the accompanying consolidated balance sheets of Concord EFS,
Inc. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of income, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Concord EFS,
Inc. and subsidiaries as of December 31, 1998 and 1997, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 26, 1999
F-20
<PAGE>
[Concord logo/pictures]
<PAGE>
================================================================================
30,963,125 Shares
Concord EFS, Inc.
Common Stock
[Logo]
------------
PROSPECTUS
, 1999
------------
Salomon Smith Barney
William Blair & Company
Goldman, Sachs & Co.
J. P. Morgan & Co.
Morgan Keegan & Company, Inc.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.................................................................... $325,386
The Nasdaq National Market fee.......................................................... *
National Association of Securities Dealers fee.......................................... 30,500
Legal fees and expenses................................................................. *
Accounting fees and expenses............................................................ *
Printing and engraving expenses......................................................... *
Blue Sky fees........................................................................... 5,000
Miscellaneous........................................................................... *
--------
Total............................................................................... $
========
</TABLE>
* To be completed by amendment. All of the above expenses will be borne by
the Registrant.
Item 15. Indemnification of Officers and Directors
Section 145 of the DGCL empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
In accordance with the DGCL, the Registrant's Restated Certificate of
Incorporation contains a provision to limit the personal liability of the
Registrant's directors for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except to the extent provided by the DGCL (i) for any breach of
the director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the DGCL providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transactions from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
<PAGE>
The Registrant's Restated Certificate of Incorporation and By-Laws provide
for indemnification of the Registrant's officers and directors to the fullest
extent permitted by applicable law. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of the Registrant is
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-74215), filed on
March 10, 1999.
3.2 By-Laws of the Registrant are incorporated herein by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8
(File No. 333-74215), filed on March 10, 1999.
5.1* Opinion of Sidley & Austin.
23.1* Consent of Sidley & Austin (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
</TABLE>
- ------------
* To be filed by amendment.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on May 5, 1999.
CONCORD EFS, INC.
By: /s/ Dan M. Palmer
----------------------------------
Dan M. Palmer
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
By: /s/ Dan M. Palmer Chairman of the Board of Directors and Dated: May 5, 1999
---------------------------- Chief Executive Officer
Dan M. Palmer (Principal Executive Officer)
By: /s/ Thomas J. Dowling Vice President, Chief Financial Officer Dated: May 5, 1999
---------------------------- (Principal Financial and Accounting
Thomas J. Dowling Officer)
By: /s/ Edward A. Labry III President and Director Dated: May 5, 1999
----------------------------
Edward A. Labry III
By: * Director
----------------------------
Douglas C. Altenbern
By: * Director
----------------------------
David C. Anderson
By: * Director
----------------------------
Richard Buchignani
By: * Director
----------------------------
Richard M. Harter
By: * Director
----------------------------
Joyce Kelso
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
By: * Director
----------------------------
Richard P. Kiphart
By: Director
----------------------------
Jerry D. Mooney
By: Director
----------------------------
Paul Whittington
*By: /s/ William E. Lucado Dated: May 5, 1999
----------------------------
William E. Lucado
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-3
CONCORD EFS, INC.
Item 16. Exhibits
Exhibit
Number Description of Exhibit
- ------ ----------------------
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of the Registrant is
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-74215), filed on
March 10, 1999.
3.2 By-Laws of the Registrant are incorporated herein by reference to
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8
(File No. 333-74215), filed on March 10, 1999.
5.1* Opinion of Sidley & Austin.
23.1* Consent of Sidley & Austin (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
___________
* To be filed by amendment.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-_______) and related Prospectus of
Concord EFS, Inc. for the registration of 35,603,125 shares of its common stock
and to the inclusion and incorporation by reference therein of our report dated
February 26, 1999, with respect to the consolidated financial statements of
Concord EFS, Inc. included as Exhibit 99 to its Annual Report on Form 10-K for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
April 30, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Thomas J. Dowling and William E.
Lucado, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to execute the
Registration Statement on Form S-3 relating to the sale of common stock of
Concord EFS, Inc. and any and all amendments thereto, and to file the same,
together with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
and to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys, or his substitute, may
lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument
this 3rd day of May, 1999.
/s/ Dan M. Palmer /s/ Edward A. Labry III
- ---------------------------------- ---------------------------------
Dan M. Palmer Edward A. Labry III
/s/ Douglas C. Altenbern /s/ David C. Anderson
- ---------------------------------- ---------------------------------
Douglas C. Altenbern David C. Anderson
/s/ Richard Buchignani /s/ Richard M. Harter
- ---------------------------------- ---------------------------------
Richard Buchignani Richard M. Harter
/s/ Joyce Kelso /s/ Richard P. Kiphart
- ---------------------------------- ---------------------------------
Joyce Kelso Richard P. Kiphart
- ---------------------------------- ----------------------------------
Jerry D. Mooney Paul L. Whittington
