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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the fiscal year ended December 31, 2000.
Commission file number 0-30791.
eFUNDS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 39-1506286
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7272 E. Indian School Road, Suite 420 85251
Scottsdale, Arizona (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 659-2135.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share
Preferred Stock
Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X Yes No
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
registrant is $772,599,828 based on the last sales price of the registrant's
common stock on the National Association of Securities Dealers Automated
Quotation System on March 9, 2001. The number of outstanding shares of the
registrant's common stock as of March 9, 2001 was 45,552,407 and the last sales
price of the registrant's common stock on that date was $17.062.
Documents Incorporated by Reference: Portions of the registrant's annual report
to shareholders for the fiscal year ended December 31, 2000 are incorporated by
reference in Parts I and II and portions of the registrant's proxy statement,
which was filed with the Securities Exchange Commission on March 15, 2000, is
incorporated by reference in Part III.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
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PART I
ITEM 1. BUSINESS
Information About Us
Our company was incorporated in Delaware in December 1984 and historically
operated our transaction processing and government services businesses under the
names Deluxe Electronic Payment Systems, Inc. and Deluxe Government Services.
Prior to our initial public offering (the "IPO") in June 2000, we were a wholly
owned subsidiary of Deluxe Corporation, a Minnesota corporation ("Deluxe").
Deluxe is the largest check printer in the world. The shares of Deluxe are
publicly traded on the New York Stock Exchange under the symbol "DLX."
In April 1999, we began the process of combining four of Deluxe's other
former operating units into an integrated electronic payments business. The
operations combined were DebitBureau, Chex Systems, Inc., Deposit Payment
Protection Services, Inc. and an electronic check conversion company that Deluxe
acquired in February 1999. In September 1999, we changed the name of our Company
to eFunds Corporation. In January 2000, we decided to combine Deluxe's
professional services business, iDLX Technology Partners, with our electronic
payments business.
In June 2000, we sold 5,500,000 shares of our common stock to the public at
a price of $13.00 per share. After the IPO, Deluxe continued to own about 87.9%
of the outstanding shares of our common stock. In December 2000, Deluxe
distributed all of its shares of our common stock to its shareholders through a
tax-free spin-off (the "Spin-Off") in which each of its shareholders received
approximately .5514 of a share of our common stock for each Deluxe share owned
by them.
Our principal executive offices are located at 7272 East Indian School
Road, Suite 420, Scottsdale, Arizona 85251 and our telephone number is
602-659-2135. Our Internet address is www.efunds.com. The information contained
on our web site is not a part of this document.
Our Business
We provide electronic transaction processing, ATM outsourcing and risk
management services to financial institutions, retailers, electronic funds
transfer networks, e-commerce providers and government agencies. We also offer
information technology and business process outsourcing services to complement
our electronic payments business. Our services enable our clients to reduce
their transaction and infrastructure costs, detect potential fraud and enhance
their relationships with their customers. We operate two principal businesses:
o Payment systems and services; and
o Government services.
Payment Systems and Services
Our payments systems and services segment provides transaction processing
and ATM outsourcing services, decision support and risk management products as
well as related information technology consulting and business process
management services. Our payment systems and services segment had net revenues
of $373.6 million in 2000, which represented approximately 89% of our total net
revenues in 2000.
Transaction Processing
We process transactions for regional automated teller machine, or ATM,
networks in the United States. We also provide transaction processing for retail
point-of-sale terminals that accept payments from debit cards and paper checks
that have been converted into electronic transactions. Transaction processing
involves electronically transferring money from a person's checking or savings
account according to his or her instructions. For example, when a cardholder
inserts his or her debit card into an ATM machine and enters his or her PIN and
the type and amount of the transaction, the device contacts our systems and
transmits the request. We identify the institution that issued the card and work
through the necessary validation and authorization routines, such as ensuring
that the cardholder has entered the correct PIN, that the transaction is within
the cardholder's limits on withdrawals and that there are sufficient funds in
the cardholder's account. If all the routines are executed successfully, we
signal the ATM or point of sale device to complete the transaction.
To carry out the tasks required, each ATM or point-of-sale device is
typically connected to several computer networks. These networks include private
networks that connect the devices of a single owner, shared networks that serve
several device
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owners in a region and national shared networks that provide access to devices
across regions. Each shared network has numerous financial institution members.
For example, the NYCE network has over 2,300 financial institution members,
including Chase Manhattan and FleetBoston Financial, and the StarSystem Network
has over 3,400 financial institution members, including Bank of America and
First Union. As part of our transaction processing services, we, and other
gateway service providers like us, provide cardholders with access across these
multiple networks.
We drive or operate more than 10,000 ATMs and more than 82,000
point-of-sale terminals. These terminals include approximately 50,000 electronic
benefits terminals, 19,000 Medicaid benefits terminals and 13,000 retail
terminals. In 2000, we processed approximately six billion transactions, with
99.99% system availability. We process virtually all types of debit-based
transactions, including cash withdrawals, cash deposits, balance inquiries,
purchases, purchases with cash back and purchase returns. In addition, we
authorize cash advances and purchases initiated with credit cards at ATM or
point-of-sale locations. We also provide 24 hour a day, 7 day a week monitoring
of 5,200 ATMs for system irregularities. In 2000, we have entered into an ATM
deployment agreement pursuant to which we deploy ATMs that are managed by a
limited liability company in which we have a 24% interest. Under this
arrangement, we receive surcharge fees from consumers who use the ATMs deployed
by us and interchange fees from their banks.
We license our electronic funds transfer software, the same software that
drives our electronic funds transfer processing business, to in-house processors
and regional networks in 23 foreign countries and in the United States. In 2000,
our licensees processed over 10 billion transactions around the world using our
electronic funds transfer software. Our electronic funds transfer software runs
on IBM and Tandem computing platforms. We also provide software maintenance and
support services.
We provide processing services to the American Clearing House Association,
a private sector automated clearinghouse service, or ACH, provider. The ACH
network is an electronic payment delivery system used primarily to process
repetitive payments, such as mortgage payments, payroll, social security
payments and utility payments. The ACH network routes electronic funds transfers
between financial institutions on behalf of their customers. The Federal Reserve
is the largest ACH service provider. We also offer an ACH processing outsourcing
service that allows a financial institution to avoid the costs associated with
operating an internal ACH processing and settlement infrastructure. The fee
structure for our ACH services consists of installation fees, monthly fees and
transaction fees.
Decision Support and Risk Management
We offer products to help financial institutions, retailers and other
businesses that accept debit payments to:
o determine the likelihood of account fraud and identity manipulation;
o assess the overall risks involved in opening new accounts or accepting
payment transactions; and
o make better predictions about other products their customers are
likely to purchase.
Our decision support and risk management products are based on or enhanced
by our DebitBureau(R) database. DebitBureau contains over three billion records
and includes data from our ChexSystems(SM) and SCAN(SM) databases and other
sources. We use the data in DebitBureau to screen for potentially incorrect,
inconsistent or fraudulent social security numbers, home addresses, telephone
numbers, driver license information and other indicators of possible identity
manipulation. Using our data, we can perform various tests to validate a
consumer's identity, assess and rank the risk of fraud and match customers with
targeted product offerings.
Our SCAN, or Shared Check Authorization Network, helps retailers reduce the
risk of write-offs for dishonored checks due to insufficient funds and other
forms of account fraud and business identity manipulation. When a check is
presented as payment at the point-of-sale, SCAN members electronically access
our SCAN database by running the check through a scanner. The information on the
check is then compared to the database and analyzed for the likelihood of fraud
or insufficient funds. SCAN then indicates whether the retailer should accept or
reject the check. SCAN serves 14 of the 20 largest retailers in the United
States based on recent market data. More than 77,000 retail locations report
returned check activity to the SCAN network. Merchants pay a service fee for
SCAN based on the aggregate dollar value of checks authorized by them using SCAN
and additional fees per inquiry for customer or retailer calls to the call
centers.
To help retailers manage their check acceptance programs, we offer
collection services to some SCAN members. We tailor our collection strategies to
specific retailer needs. The services generally involve sending letters and
follow-up telephone calls to consumers whose checks have been returned. In
addition, we occasionally extend a portfolio purchase option to SCAN members.
Under this program, we purchase returned checks from the retailer at a mutually
agreed upon total discount from the face amount
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and assume the collection risk. In 2001, we expect to introduce a payment
assurance product pursuant to which we would purchase approved checks presented
to the merchant at a discount and assume the risk of collection.
Our ChexSystems business is a provider of new account applicant
verifications services for financial institutions. ChexSystems provides access
to more than 18 million closed-for-cause account histories and 53 million
records of new account inquiries. An account is considered closed-for-cause
when, for example, a consumer refuses to pay the account fee and the bank closes
the account. ChexSystems helps financial institutions assess the risks involved
in opening an account for a new customer by allowing them to make inquiries
against our database when a consumer applies for a new account. ChexSystems also
helps financial institutions make decisions about offering additional financial
products to new customers. The ChexSystems service is used by more than 88,000
financial institution locations. Financial institutions may access the service
online or by telephone. We also are developing an Internet-based new account
verification service. Financial institutions pay a service fee for our new
account verification services based on the number of inquiries.
As a separate service, we also provide collection services to financial
institution clients of ChexSystems. We do not assume any collection risk for
these services. We contract with a third party for extended collection activity.
Professional Services
To complement and support our electronic payments business, we provide our
clients with information technology and business process outsourcing services.
Our services include the installation of our electronic payment products and the
integration of these products within the customer's existing information
technology infrastructure. We also customize our standard products and develop
new applications for clients who want additional features and functionality and
help clients test and refine our products in their information technology
environments. In addition, we provide on-site user training on our products and
solutions for the information technology, operations and management staff of
clients. We build long-term continuing relationships with our clients by
providing on-going maintenance and support of our software products
In addition to our information technology professional services, we offer
business process management and outsourcing services. We focus on both
back-office and customer support business processes, such as accounting
operations, transaction processing and call center operations. Our business
process outsourcing services are provided primarily at our shared services
facility in Gurgaon, India. Our offshore business processing capabilities allow
our clients to focus on their core processes, reduce their direct personnel
costs, avoid non-core capital investments and improve the quality of their
outsourced operations.
Deluxe is the principal customer of our professional services offerings. In
2000, sales to Deluxe were $59.3 million, or approximately 14.2% of our total
revenues.
Government Services
We provide online electronic benefits transfer services on behalf of
governmental agencies responsible for the administration and management of
selected entitlement programs, primarily the Food Stamps and Transitional Aid to
Needy Families (formerly Aid to Families with Dependent Children) program. Our
electronic benefits transfer processing system manages, supports and controls
the electronic payment and distribution of cash benefits to program participants
through ATMs and point-of-sale networks. Our services reduce operating costs and
fraud for the government agency administering the benefits program, eliminate
the food stamp stigma for recipients through the use of a plastic ATM-like card
and make benefits more readily available to recipients at retail point-of-sale
terminals and ATMs.
We provide electronic benefits transfer services to individual state and
local governments or coalitions of state governments formed to purchase these
services jointly. We provide these services as a prime contractor or
subcontractor to eight individual states and local governments. We also are a
subcontractor for three coalitions of state governments, representing 21 states.
Our services are typically provided for a fixed fee per welfare case plus fixed
fees per transaction through the system. State and local governments require
that we enter into long-term contracts, typically five to seven years in
duration.
We also offer a Medicaid eligibility verification processing service that
performs online verification of a person's eligibility for Medicaid services.
Our system provides authorization services, drug utilization review and
electronic claims capture and transmissions for pharmacies and managed care
firms. Currently, we provide the service for the State of New York's Medicaid
program.
Our government services segment has a history of losses that have resulted
in special charges for loss contracts, asset impairments and legal proceedings
totaling approximately $92 million since 1997. Our government services business
contributed operating losses of $106,000 in 2000, $6.6 million in 1999 and $47.7
million in 1998, including the charges incurred in these years. Deluxe has
agreed to indemnify us against future losses on our existing unprofitable
government services contracts to the
4
extent future losses on these contracts increase beyond our loss contract
reserve as of April 30, 2000. Deluxe has also agreed to indemnify us against
future losses related to any litigation based on any facts or circumstances
arising prior to the completion of our IPO. The indemnification obligations of
Deluxe do not apply to losses contemplated by the existing reserves and are
subject to a $14.6 million limit. If Deluxe were to make any indemnification
payments for any litigation, Deluxe's loss contract indemnification obligations
would be correspondingly reduced. In addition, Deluxe's indemnification does not
apply to any contract that was not in a loss position as of April 30, 2000 and
so if any of our profitable contracts were to become unprofitable, no
indemnification would be available.
We previously announced that we intended to exit the government services
business when our current contractual commitments expire in 2006. Although
revenues in this segment may continue to decline, we will now consider the
extension or renewal of existing contracts when such extensions or renewals can
be accomplished on a profitable basis. We intend to continue to take steps to
improve the profitability of this business.
Our government services segment had net revenues of $44.3 million in 2000,
which represented 11% of our total net revenues. Net revenues for our government
services business are primarily derived from monthly fees that are based on the
number of benefit recipients.
Sales and Marketing
We market our electronic products and services through a direct sales force
and indirect sales channels, such as distributors, resellers and alliances. We
organize our direct sales force by customer market segment, including financial
institutions, networks and gateways, retailers, special accounts, governments
and e-commerce providers. We work collaboratively with our customers and
prospective customers to help them identify issues and create new solutions
using our products and services. Because many of our customers use a combination
of our products and services, our direct sales force has begun to target
existing and new customers to capture cross-selling opportunities. Our
international sales force is focused on the sale of our transaction processing
and online banking software.
We have full service direct sales offices in Milwaukee, Wisconsin;
Minneapolis, Minnesota; Phoenix, Arizona; Dallas, Texas; and New York, New York.
These offices coordinate direct sales and arrange indirect sales channels in the
various regions. Our international sales offices are located in Sydney,
Australia, Bombay, India and Runcorn, England. We build awareness of our
products and services and the eFunds corporate name through targeted
advertising, public relations, participating in trade shows and conferences and
providing product information through our web site.
Customer Support, Technology and Infrastructure
Customer Support. We provide customer support services through our customer
contact centers located in Bloomington, Minnesota; Bothell, Washington; Dallas,
Texas; Gurgaon, India; Milwaukee, Wisconsin; and Phoenix, Arizona. Our contact
centers are open 24 hours a day, 7 days a week and provide access to website,
e-mail and telephone support. We also provide technical and operational support
for our customers in our data centers. In addition to user questions and
technical issues, in accordance with the Fair Credit Reporting Act we respond to
inquiries from consumers who have been denied check authorization or rejected
for a new account. We also provide on-site customer support services in
connection with our other products and services, and charge a separate fee for
these services based on an hourly rate.
Technology. Our products are configured to run on operating systems widely
adopted by the electronic debit payment industry. These include the Tandem, IBM,
UNIX and Windows operating environments. Our software is developed using C, C++,
Cobol, HTML, TAL, Java and other programming languages. Our software products
are interoperable with a wide range of terminal types and computer networks and
support a variety of communications protocols, such as TCP/IP.
Data Centers. We operate two highly secure, fault-tolerant data centers in
New Berlin, Wisconsin and Phoenix, Arizona. Our data centers have been
engineered to ensure minimal exposure to system failures and unauthorized
access. Each of our data centers contains multiple separate computer rooms to
provide containment and isolation. Physical security is maintained through
restricted card key access and closed circuit T.V. cameras. We use redundant
uninterruptible power supplies with battery backup and redundant generators to
ensure continuous flow of power to each data center in the event of any
component failure or power outage. The facilities have dual-entrance, fiber
optic SONET service for telecom redundancy.
Competition
We face intense competition from a number of companies. We expect that
competition will intensify as consolidation efforts within the electronic
payments industry continue. Many of our competitors have significantly greater
financial, technical and marketing resources, greater name recognition and a
larger installed customer base than we do.
5
In the electronic payments market, our principal competitors include:
o third-party network and credit card processors, including First Data,
Equifax, Total System Services, EDS, Concord EFS and Alliance Data
Systems;
o financial institutions that have developed in-house processing
capabilities or services similar to ours, including Bank of America,
M&I Data and Fifth Third National Bank;
o electronic data interchange and cash management providers, including
Fiserv, CheckFree, Metavante, EDS and Fundtech;
o electronic bill payment providers, including CheckFree, EDS,
MasterCard, Spectrum and Visa;
o electronic funds transfer software providers, including Transaction
System Architects, SLMsoft, Oasis, Mosaic and PaySys; and
o national information database companies, including Equifax, Experian
and TransUnion, and other content providers.
Government Regulation
Various aspects of our businesses are subject to federal and state
regulation. Our failure to comply with any applicable laws and regulations could
result in restrictions on our ability to provide our products and services, as
well as the imposition of civil fines and criminal penalties.
As a provider of electronic data processing services to financial
institutions, we are subject to regulatory oversight and examination by the
Federal Financial Institutions Examination Council, an interagency body
comprised of the various federal bank and thrift regulators and the National
Credit Union Association. In addition, we may be subject to possible review by
state agencies that regulate banks in each state where we conduct our electronic
processing activities.
Because we collect and disclose debit data and other personal information
about consumers, we are subject to the federal Fair Credit Reporting Act and any
state laws providing greater consumer protections. The Fair Credit Reporting Act
provides that consumers have the right to know the contents of the records
pertaining to them which are maintained at our consumer reporting agencies, to
challenge the accuracy of the information and to have the information verified,
updated or removed. To comply with these requirements, we maintain consumer
relations call centers for each of our consumer reporting businesses. We are
also required to maintain a high level of security for the computer systems in
which consumer data files reside.
Our consumer reporting agencies and collection agencies are also subject to
regulation by the Federal Trade Commission. In addition, our debt collection
services are subject to the Fair Debt Collection Practices Act and state
collections statutes and licensing requirements.
Financial institutions are now subject to the requirements of the federal
financial modernization law known as the Gramm-Leach-Bliley Act. Regulations
implementing the privacy provisions of this law will go into effect in July
2001. The Act imposes significant requirements on any entity engaged in the
business of providing financial services, including entities that provide
services to financial institutions. The privacy provisions of the Act impose on
each entity subject to the new requirements an affirmative obligation to develop
and implement policies to protect the security and confidentiality of consumers'
nonpublic personal information and to disclose those policies to consumers
before a customer relationship is established and annually thereafter. The
banking regulators and the Federal Trade Commission have recently issued
regulations which will implement the privacy portions of the Act. We believe
that these regulations permit banks to provide debit data and other nonpublic
personal information to us.
Intellectual Property Rights
We rely on a combination of trademark, copyright, trade secret law and
confidentiality or license agreements to protect our trademarks, software and
know-how. We also have applied for patent protection on some of the features of
our newer products. With regard to our information technology services, our
business consists of software applications development. Ownership of this
software is generally assigned to the client. We also develop software
components that can be reused in software application development and software
toolsets, most of which remains our property.
6
Employees
The Company had approximately 4,150 full- and part-time employees as of
February 28, 2001. It has a number of employee benefit plans, including a 401(k)
plan, profit sharing plans and medical and hospitalization plans. The Company
has never experienced a work stoppage or strike and considers its employee
relations to be good.
Financial Information About Industry Segments
The information appearing under the caption "Note 12. Business Segment
Information" on pages 47 - 49 of the Company's Annual Report (the "Annual
Report") for the year ended December 31, 2000 is incorporated by reference.
Financial Information About Domestic Operations and Export Sales
The information appearing under the caption "Note 12. Business Segment
Information on page 49 of the Annual Report is incorporated by reference.
Executive Officers
The executive officers of the Company are elected by the Board of
Directors each year. The term of office of each executive officer will expire at
the annual meeting of the Board of Directors that will be held after the regular
shareholders meeting on April 19, 2001. The principal occupation of each
executive officer is with the Company, and their positions are as follows:
- ----------------------------- ----------------------------------- --------------- ---------------------------
Name Position Age Executive Officer Since
- ----------------------------- ----------------------------------- --------------- ---------------------------
John A. Blanchard III Chairman of the Board, President 58 2000
and Chief Executive Officer
- ----------------------------- ----------------------------------- --------------- ---------------------------
Dr. Nikhil Sinha Executive Vice President, 40 2000
Business Enterprise Group
- ----------------------------- ----------------------------------- --------------- ---------------------------
Paul H. Bristow Executive Vice President and 58 2000
Chief Financial Officer
- ----------------------------- ----------------------------------- --------------- ---------------------------
Steven F. Coleman Senior Vice President, General 42 2000
Counsel and Secretary
- ----------------------------- ----------------------------------- --------------- ---------------------------
John A. Blanchard III has served as Chief Executive Officer of the Company
since March 1, 2000. Mr. Blanchard also serves as the Chairman of our Board of
Directors. Mr. Blanchard served as President and Chief Executive Officer of
Deluxe, the Company's former parent company, from May 1, 1995 until the Spin-Off
of the Company from Deluxe in December 2000. Between May 1996 and the Spin-Off,
Mr. Blanchard also served as Chairman of Deluxe's Board of Directors. From
January 1994 to April 1995, Mr. Blanchard was executive vice president of
General Instrument Corporation, a supplier of systems and equipment to the cable
and satellite television industry. From 1991 to 1993, Mr. Blanchard was chairman
and chief executive officer of Harbridge Merchant Services, a national credit
card processing company. Previously, Mr. Blanchard was employed by American
Telephone & Telegraph Company for 25 years, most recently as senior vice
president responsible for national business sales. Mr. Blanchard also serves as
a director of Wells Fargo and Company and ADC Telecommunications, Inc. ("ADC").
Dr. Nikhil Sinha has served as our Executive Vice President, Business
Enterprise Group since March 1, 2000. Previously, Dr. Sinha served as President
and Chief Executive Officer of iDLX Technology Partners, our professional
services provider, from June 1999 to February 2000. He was a director of the
Telecommunications and Information Policy Institute at the University of Texas
at Austin from September 1997 to May 1999 and associate professor of
International Communication from 1991 to 1997. Dr. Sinha has worked as a
consultant to the Informatics and Telecommunications Division for the World Bank
and as an advisor to the Indian Telecom Commission and the Indian Planning
Commission. Dr. Sinha also serves on the advisory committee of the Indo-US
Sub-Commission on Education and Culture. He is co-founder and director of Sinha
& Lariviere, Ltd., a consulting firm providing strategic and investment advisory
services to U.S. companies doing business in South Asia.
Paul H. Bristow has served as Executive Vice President and Chief Financial
Officer since March 2000. From 1993 until joining our company, Mr. Bristow
served as Executive Vice President-Finance Administration and Chief Financial
Officer of Galileo International, a computer reservation system company for the
travel industry. Previously, Mr. Bristow held various finance, accounting and
auditing positions with London International Group, plc, ITT Europe, ITT Canada,
Phillip Morris and Arthur Andersen.
Steven F. Coleman has served as Senior Vice President, General Counsel and
Secretary since March 2000. From 1996 until joining our company, Coleman worked
as a Senior Attorney for Deluxe. Prior to joining Deluxe, Mr. Coleman was
associated
7
with Dorsey & Whitney, a law firm located in Minneapolis, Minnesota, and Fried,
Frank, Harris, Shriver & Jacobson, a law firm located in New York, New York.
Recent Developments
In March 2000, we paid cash of $20.0 million for an approximately 24%
interest in a limited liability company that provides ATM outsourcing and
management services. We have also entered into an ATM deployment agreement with
this entity pursuant to which we receive surcharge fees from consumers who use
ATM's managed by this company and interchange fees from their banks. This
agreement contributed $20 million in revenues during the last four months of
2000. Under other agreements we have with this company, we supply cash for ATM's
that are managed by this entity and deployed by us. We have authorized the use
of up to $35 million of our cash for this purpose. We have also agreed to
guarantee up to $3.0 million face value of equipment leases for Canadian
customers of this company and to lend it up to $12.0 million to enable it to
fund mutually agreed upon acquisitions.
On March 31, 2000, we purchased real property and our data center located
in Phoenix, Arizona and personal property from a subsidiary of Deluxe for $10.0
million.
Deluxe provided the Company with an unsecured revolving credit facility of
up to $75.0 million until the effective date of the Spin-Off. The Company never
borrowed any funds under this facility and it was replaced with a nine-month $15
million revolving credit facility with Bank of America. We are in the process of
arranging a permanent revolving credit facility.
Transactions with Deluxe
Purchase and sale transactions between the Company and Deluxe are executed
at either current market pricing or agreed-upon transfer prices. Purchases from
Deluxe were $0.2 million, $2.9 million and $0.2 million for the years ended
December 31, 2000, 1999 and 1998, respectively. Sales to Deluxe were $59.3
million, $9.8 million and $5.7 million, for the years ended December 31, 2000,
1999 and 1998, respectively.
Deluxe allocated to the Company $16.4 million, $25.6 million, $25.3 million
of expenses for the years ended December 31, 2000, 1999 and 1998, respectively,
for the cost of corporate services provided. Prior to 2000, these allocations,
which were calculated based on a percentage of the Company's revenue to total
Deluxe revenue, number of employees and transaction processing costs, included
expenses for various support functions such as human resources, information
services and finance. These common costs to the Company and Deluxe were
allocated since specific identification of the actual costs incurred was not
practicable. The Company and Deluxe believe that this allocation method was
reasonable. During 2000, certain of the costs for these support functions were
incurred directly by the Company. The remaining corporate services provided by
Deluxe were allocated to the Company based on estimates of the costs that would
be incurred by the Company if it were a stand-alone, independent company.
Deluxe also charged the Company for interest expense or credited the
Company for interest income based on the cash the Company had borrowed from or
provided to Deluxe. The Company was charged or credited net interest (expense)
income from Deluxe of $(0.9) million, $2.8 million, and $3.0 million for the
years ended December 31, 2000, 1999 and 1998, respectively. The average interest
rates used to calculate these amounts were 6.7%, 5.1%, and 5.4% for the years
ended December 31, 2000, 1999, and 1998, respectively. The interest rate for net
receivables from Deluxe was based on the average 30-day commercial paper
composite rate. The interest rate for net payables was based on the average
30-day commercial paper composite rate plus 2%. At December 31, 1999 and March
31, 2000, Deluxe forgave the net outstanding debt that the Company owed Deluxe.
Subsequent to March 31, 2000, the Company and Deluxe have repaid any net amounts
owed to each other. The interest rates applied subsequent to March 31, 2000,
were based on the one-month LIBOR rate plus 0.25%.
Agreements with Deluxe
The following is a summary description of the relevant agreements between
the Company and Deluxe. This description, which summarizes the material terms of
the agreements, is not complete. You should read the full text of the
agreements, which have been filed with the Securities and Exchange Commission.
Initial Public Offering and Distribution Agreement
- --------------------------------------------------
General. On March 31, 2000, we entered into an initial public offering and
distribution agreement with Deluxe, which governed offerings of our securities,
including the IPO and the Spin-Off.
We agreed that we would cooperate with Deluxe in all respects to accomplish:
8
o any primary offerings of our common stock and other securities,
including our IPO, prior to the Spin-Off; and
o the Spin-Off or a similar transaction.
We also agreed that, at Deluxe's direction, we would promptly take all actions
necessary or desirable to effect these transactions, including the registration
under the Securities Act of shares of our common stock. Both of these
transactions were consummated in 2000.
Expenses. We agreed to pay all costs and expenses relating to any primary
offerings of our common stock and our other securities prior to the Spin-Off,
including the IPO. Deluxe agreed to pay all costs and expenses relating to the
Spin-Off. Under this arrangement, we paid approximately $7.0 million of fees and
expenses that were incurred in connection with the IPO.
Covenants. We and Deluxe also agreed to provide each other with access to
information relating to the assets, business and operations of the requesting
party and we agreed that, for so long as Deluxe beneficially owned 50% or more
of our outstanding common stock, we would not take any action that would result
in a contravention or an event of default by Deluxe of:
o any provision of law, including the Internal Revenue Code or the
Employee Retirement Income Security Act of 1974, as amended;
o any provision of Deluxe's articles of incorporation or bylaws;
o any credit agreement or other material agreement binding upon Deluxe;
or
o any judgment, order or decree of any governmental body, agency or
court.
We did not take any actions prior to the Spin-Off that resulted in any such
default.
Options. We granted to Deluxe options to purchase additional shares of common
stock to the extent necessary for it to own at least 80.1% of the total combined
voting power of all classes of our outstanding voting stock and at least 80.1%
of any outstanding class of our nonvoting stock at all times prior to the
Spin-Off. These options were never exercised.
Registration Rights Agreement
- -----------------------------
We and Deluxe also entered into a registration rights agreement, but it was
only to become effective in the event Deluxe did not proceed with the Spin-Off.
Assignment and Assumption Agreement
- -----------------------------------
We entered into an assignment and assumption agreement with Deluxe which
governed the terms of the transfer to us of assets and liabilities from Deluxe.
All transfers by Deluxe to us were on an "as is, where is" basis, and without
any representations or warranties. As a result, we agreed to bear the economic
and legal risks that any conveyances of assets was insufficient to vest in us
good and marketable title to such assets and as to defects in the condition of
the assets. We and our subsidiaries assumed sole financial responsibility for
all liabilities associated with our businesses and operations, other than
government services, and all of the assets transferred to us as of March 31,
2000. Based on their historical cost at March 31, 2000, the value of the net
assets transferred to us was approximately $27.3 million.
Tax-Sharing Agreement
- ---------------------
In general, we were included in Deluxe's consolidated group for federal
income tax purposes for so long as Deluxe beneficially owned at least 80% of the
total voting power and value of our outstanding stock. Each member of a
consolidated group is jointly and severally liable for the federal income tax
liability of each other member of the consolidated group. We entered into a
tax-sharing agreement with Deluxe which allocates tax liabilities between us and
Deluxe during the periods in which we are included in Deluxe's consolidated
group. We could, however, be liable in the event that any federal tax liability
is incurred, but not discharged, by other members of Deluxe's consolidated
group.
We and Deluxe will make payments to each other such that the amount of
taxes to be paid by us will generally be determined as though we had filed
separate federal, state and local income tax returns. We will be responsible for
any taxes with respect to tax returns that include us and our subsidiaries. In
determining the amount of our tax-sharing payments, Deluxe will prepare for us
pro forma returns with respect to federal and applicable state and local income
taxes. We reconcile whether we owe Deluxe or
9
Deluxe owes us money in respect of tax liabilities on a rolling basis under this
agreement as returns are filed and audits completed.
Prior to the Spin-Off, Deluxe continued to have all the rights as our
parent for purposes of federal, state and local tax law. Deluxe will be the sole
and exclusive agent for us in any and all matters relating to our income,
franchise and similar tax liabilities during these periods. Deluxe will have
sole and exclusive responsibility for the preparation and filing of consolidated
federal and consolidated or combined or unitary state income tax returns or
amended returns. Deluxe will have the power, in its sole discretion, to contest,
compromise or settle any asserted tax adjustment or deficiency and to file,
litigate or compromise any claim for a refund on our behalf. In addition, Deluxe
has agreed to undertake to provide these services with respect to our separate
state and local tax returns and our foreign tax returns. We generally pay Deluxe
$37,500 per month for the tax services provided to us by Deluxe.
The tax-sharing agreement also provides that we will indemnify Deluxe for
any taxes due from Deluxe if the Spin-Off or some of the related transactions
fail to qualify as tax-free as a result of our actions or inactions. We are
required under the tax sharing agreement to comply with the representations made
to the Internal Revenue Service in connection with the private letter ruling
request regarding the tax-free nature of the Spin-Off. In addition, we have
agreed to indemnify Deluxe for a portion of any taxes due from Deluxe if the
Spin-Off or some of the related transactions fail to qualify as tax-free as a
result of a retroactive change of law or other reason unrelated to the action or
inaction of either us or Deluxe. No amounts have been paid to date under these
indemnification provisions.
Employee Benefits Agreement
- ---------------------------
We entered into an employee benefits agreement with Deluxe to allocate
assets, liabilities, and responsibilities relating to our current and former
U.S. employees and their participation in the benefit plans that Deluxe
sponsored and maintained. All of our eligible employees generally continued to
participate in Deluxe's benefit plans until the Spin-Off. Following the
Spin-Off, we adopted benefit plans corresponding to some of the Deluxe plans,
including qualified retirement plans, executive deferred compensation and
supplemental benefit plans, health and welfare plans, employee stock option and
stock purchase plans and fringe benefit plans. Our benefit plans generally take
into account all service, compensation and other benefit determinations that, as
of the Spin-Off, were recognized under the corresponding Deluxe benefit plan.
Other than with respect to our respective deferred compensation plans, it
is intended that our benefit plans will generally assume any liabilities for our
employees under the corresponding Deluxe benefit plan. Assets relating to the
employee liabilities were transferred to us or our related plans and trusts from
trusts and other funding vehicles associated with corresponding Deluxe benefit
plan.
Real Estate Agreements
- ----------------------
We purchased real property and a data center located in Phoenix, Arizona
and personal property from a subsidiary of Deluxe at their historical cost for
approximately $10 million. We and Deluxe also entered into several agreements
under which Deluxe or its subsidiaries agreed to:
o lease nine sites to us for use as communication nodes for a period of
approximately 12 to 18 months at approximately $942 per month;
o sublease a portion of a building in Shoreview, Minnesota to us at
approximately $57,445 per month;
o lease a portion of a data center in Phoenix, Arizona from us at
approximately $106,000 per month; and
o assign their rights as tenant under various leases to us.
Transitional Services Agreement
- -------------------------------
We and Deluxe entered into a transitional services agreement under which
Deluxe and we provide services to each other, including:
o financial and administrative services;
o treasury;
o cash management and insurance services;
10
o sales support;
o legal services; and
o employee benefits administration.
Each service provided under the transitional services agreements was
provided for a specified time period beginning on completion of the IPO and
continuing until the Spin-Off. Deluxe charged us approximately $1.9 milion for
transitional services provided to us between July 2000 and the Spin-Off. We
charged Deluxe approximately $346,000 for transitional ACH processing services
during 2000. We will continue to provide these services through March 2001.
Professional Services Agreement
- -------------------------------
We have entered into a master agreement with Deluxe under which we will
provide Deluxe with:
o software development and maintenance services for information
technology applications;
o financial shared services including accounts receivable, accounts
payable and general accounting transaction processing; and
o data entry services.
This agreement will expire on March 31, 2005, and will automatically renew
each year for an additional one year term unless terminated by either party. In
addition, this agreement may be terminated by Deluxe at its option if we are
acquired, whether by merger or the sale of all or substantially all of our
assets, by a third party. During the term of the agreement, Deluxe will be
obligated to spend $43 million per year for software development and maintenance
services for information technology applications, which amounts will be based on
the actual number of hours of information technology services that we provide to
Deluxe. If Deluxe fails to reach the $43 million spending target per year, it
will be obligated to make compensatory payments for a portion of our fees based
on our estimates of lost margins. If Deluxe exceeds the $43 million spending
target per year, Deluxe will be entitled to receive reduced rates. We also will
provide business process management services, including accounts receivable,
accounts payable and other general accounting services, and data entry services.
Deluxe's annual minimum spending target for these business process management
services will range from $8.1 million in 2000 to $4.2 million in 2004. The
agreement also provides for credits to Deluxe for unsatisfactory performance by
us and bonuses for superior performance as is typical for information technology
professional services. The provision of services by us under the agreement is
non-exclusive, and Deluxe may contract with any third party for the provision of
information technology and business process management services. Deluxe paid us
a total of $59.3 million under this agreement in 2000.
Third Party Indemnification Agreement
- -------------------------------------
Under a third party indemnification agreement, we agreed to indemnify
Deluxe in connection with any liabilities incurred by Deluxe after the Spin-Off
as a result of:
o Deluxe's purchase or lease of property or services for our benefit
under any master agreement; or
o any guaranties under which Deluxe guaranteed our performance of
agreements with third parties.
We are obligated to indemnify Deluxe for any liability to the extent such
liability primarily relates to the past, present or future operation of our
business or operations. No amounts have been paid to Deluxe under this agreement
Network Access Agreement
- ------------------------
Historically, some ChexSystems customers have elected to use the online
ordering connectivity provided by Deluxe's check printing operations to receive
services provided by ChexSystems. Deluxe provided us a license to use these
connections to its check printing customers in order to allow us to continue to
provide our ChexSystems products to financial institutions who wish to receive
these products through the Deluxe network. In exchange for access to this
product delivery channel, we paid Deluxe its cost of providing these services
during 2000 and we will pay cost plus 10% in 2001. Deluxe charged us $3.5 milion
for these services in 2000. Deluxe maintains ownership of all rights in its
network, except that we own the interface between the network security layer and
our back-end systems. This agreement will expire on December 31, 2001.
11
Data and Related Agreements
- ---------------------------
We and Deluxe have entered into several agreements which will govern the
transfer of data between us. Under a data contribution agreement, Deluxe
provides us, at no cost, with consumer account records pertaining to its direct
to consumer check printing business. We agree to only use this information for
purposes that are consistent with applicable federal, state and local laws,
including the Fair Credit Reporting Act. Customers of Deluxe will have the
ability to request that their information not be provided to us. This agreement
ends on July 1, 2001.
Under a processing agreement, we provide Deluxe with bank routing numbers
to enable us to obtain check order history files from Deluxe as long as we have
obtained a consent from the applicable financial institution to receive this
data. Deluxe may only use the bank routing numbers for the purpose of performing
the processing requested by us. We estimate the cost of these processing
services to be approximately $100,000 per year. Either party may terminate this
agreement upon 30 days' prior written notice.
Loan Agreement
- --------------
Deluxe provided us with a $75 million revolving credit facility until the
Spin-Off. We never borrowed any amounts under this agreement.
Indemnification Agreement
- -------------------------
Deluxe has agreed to indemnify us for any losses on identified government
services loss contracts in excess of our $29.2 million loss contract reserves as
of April 30, 2000. We are required to calculate any charges for loss contracts
in a manner consistent with Deluxe's prior loss accrual practices. Deluxe will
also indemnify us against any liabilities, losses or expenses arising from
litigation and claims asserted against us in connection with the operation of
our government services business prior to the completion of the IPO. Deluxe's
indemnification obligations do not apply to losses contemplated by existing
reserves and are limited to a maximum amount equal to $14.6 million. In
addition, Deluxe's indemnification does not apply to any contract that was not
in a loss position as of April 30, 2000 and so if any of our profitable
contracts were to become unprofitable, no indemnification would be available. We
have agreed to indemnify Deluxe for all other claims related to the operation of
our government services business that occur after the completion of the IPO. No
amounts have been paid under this agreement.
Conversion Options
- ------------------
Prior to the Spin-Off, all of Deluxe's outstanding stock options were
converted into new options to purchase Deluxe's common stock and options to
purchase our common stock pursuant to our Stock Incentive Plan for Deluxe
Conversion awards. The purpose of this plan was to allow employees of Deluxe and
the Company to maintain the same relative equity interest in the two separate
companies as they held in the combined enterprise. The stock options issued by
us under this plan generally have the same terms and conditions as the Deluxe
options to which they relate. Options to purchase 2,918,435 shares of our common
stock at a weighted average exercise price of $13.75 were issued on December 11,
2000 under this program. The closing price of our common stock on this date was
$10.25.
12
ITEM 2. PROPERTIES
The following table sets forth a description of our principal facilities:
Approximate Owned or Lease
Location Square Feet Expiration Date Function
- --------- ----------- ---------------- --------
Scottsdale, Arizona 19,000 October 2001 Corporate Headquarters
Milwaukee, Wisconsin 171,250 Owned Marketing, development and
administration
New Berlin, Wisconsin 82,600 Owned Data center
Phoenix, Arizona 92,800 Owned Data center
Chennai, India 18,600 January 2008 Software development center
Gurgaon, India 40,950 January 2002 Shared services center
Chennai, India 38,750 September 2002 Software development center
Bloomington, Minnesota 50,600 June 2002 Customer contact center
Shoreview, Minnesota 49,500 March 2002 DebitBureau and
professional services
Bothell, Washington 34,300 August 2004 Customer contact center
Bothell, Washington 24,700 September 2006 Office center
Dallas, Texas 42,050 January 2004 Customer contact center
New York, New York, 12,350 August 2008 Sales and development
Apart from our need to lease additional headquarters space in Scottsdale,
Arizona, we believe that our current facilities are adequate to meet our
anticipated space requirements. We believe that additional space will be
available at a reasonable cost to meet our future needs.
ITEM 3. LEGAL PROCEEDINGS
On May 14, 1999, we filed a trademark infringement action against Citizen
Advisers, Inc. in the United States District Court for the Central District of
California. The complaint alleges false designation of origin and trademark
infringement, trade name infringement and unfair competition under California
law regarding the use of the "E FUND" mark and efund.com internet domain by
Citizen Advisers. We are seeking injunctive relief to prevent Citizen Advisers
from using the "E FUND" mark and efund.com internet domain, cancellation of
Citizen Advisers trademark registration of the "E FUND" mark and damages and
expenses, including attorneys' fees. Citizen's has amended its answer to our
complaint in this action to assert claims against us based on our use of the
mark "eFunds." We have reached an agreement with Citizens pursuant to which this
litigation will be settled without payment by either side to the other.
On June 2, 2000, we, Deluxe and a number of financial institutions were
sued by James Stern in the Los Angeles Superior Court. Mr. Stern alleged that
our ChexSystems product racially profiles and discriminates against minorities
and prevents customers from living above the poverty level. We removed this case
to the United States District Court for the Central District of California on
June 30, 2000. On September 12, 2000, the District Court dismissed Mr. Stern's
case for failure to state a claim. The District Court gave Mr. Stern leave to
amend and refile his complaint and he did so on September 19, 2000 in the
District Court alleging unfair business practices and civil rights violations by
all defendants. The case was subsequently remanded to the Los Angeles Superior
Court. We consider this amended complaint to be frivolous and wholly without
merit. The case is in the discovery stage and no trial date has been set.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registration Statement on Form S-1 (Registration No. 333-33992) related
to our IPO was declared effective on June 26, 2000, and the related offering
commenced on June 27, 2000. We sold 5,500,000 shares at a price of $13.00 per
share on June 30, 2000 for an aggregate public offering price of $71,500,000.
The net offering proceedings to the Company after deducting the total expenses
associated with the IPO were $64,459,370. The following table summarizes the
amount of these net offering proceeds that were used during the period from June
30, 2000 through December 31, 2000 for the purposes shown:
Infrastructure and cost savings initiatives.................. $ 4,800,000*
Product development expenditures............................. 4,900,000*
Construction of plants, buildings and facilities............. 7,400,000*
Purchase and installation of machinery and equipment......... 8,600,000*
Purchases of real estate..................................... 0
Acquisition of other businesses.............................. 0
Repayment of indebtedness.................................... 0
Working capital.............................................. 0
Temporary investments (money market funds and commercial
paper having a maturity of two weeks or less).............. 38,759,370
-----------
Total................................................... $64,459,370
===========
----------
* Estimated.
None of the expenses incurred for the Company's account in connection with
the offering nor the proceeds thereof were paid to any director, officer, or
general partner of the Company and its associates or to any person owning 10
percent or more of any class of the Company's securities or otherwise affiliated
with the Company.
The information appearing under the caption "Securities Information" on the
inside back cover of the Annual Report is incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing under the caption "Selected Financial Data" on
page 14 of the Annual Report is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information appearing under the caption "Management's Discussion and
Analysis" on pages 15 through 26 of the Annual Report is incorporated by
Reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information appearing under the caption "Disclosures About Market Risk"
on page 26 of the Annual Report is incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, notes and independent auditors' report on pages
27 through 51 of the Annual Report and the information appearing under the
caption "Summarized Quarterly Financial Data" (unaudited) on page 50 of the
Annual Report is incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
14
PART III
ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT, AND CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's proxy statement, which was filed with the Securities and
Exchange Commission on March 15, 2000, is incorporated by reference, other than
the sections entitled "Compensation Committee Report on Executive Compensation,"
"Total Stockholders Return" "New Plan Benefits," "Items 2,3,4,5 and 6" and
"Audit Committee Charter."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following financial statements, schedules and independent
auditors' report and consent are filed with or incorporated by
reference in this report:
Financial Statements Page in Annual Report
-------------------- ---------------------
Consolidated Balance Sheets at December 31, 2000 and 1999..................................... 27
Consolidated Statements of Operations for each of the three years in the
period ended December 31, 2000.............................................................. 28
Consolidated Statements of Comprehensive Income (loss) for each of the
three years in the period ended December 31, 2000........................................... 28
Consolidated Statements of Stockholders' Equity............................................... 29
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2000................................................... 30
Notes to Consolidated Financial Statements.................................................... 31-50
Independent Auditors' Report.................................................................. 51
Supplemental Financial Information (Unaudited):
Summarized Quarterly Financial Data.......................................................... 50
Independent Auditors' Consent to the incorporation by reference of its
reports in the Company's Registration statements numbered 333-51568,
333-51564, 333-51536 and 333-44830............................................................ F-1
Schedule re: Valuation and Qualifying Accounts................................................ F-2
Schedules other than those listed above are not required or are not applicable,
or the required information is shown in the consolidated financial statements or
notes.
(b) Reports on Form 8-K
None
The following exhibits are filed as part of or are incorporated in this report
by reference:
Exhibit Number Description Method of Filing
2.1 Initial Public Offering and Distribution Agreement, dated as of March 31, *
2000, by and between Deluxe and eFunds (incorporated by
reference to Exhibit 2.1 to the Registration Statement on
Form S-1 (the "S-1") filed by the Company with the
Securities and Exchange Commission (the "Commission") on
April 4, 2000, Registration No. 333-33992.
15
3.1 Amended and Restated Certificate of Incorporation (incorporated by *
reference to Exhibit 3.1 to the S-1)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the S-1) *
4.1 Form of common stock certificate (incorporated by reference to Exhibit 4.1 *
to Amendment No. 1 to the S-1 filed by the Company with the Commission on
May 15, 2000 ("Amendment No. 1"), Registration No. 333-33992)
4.2 Form of Rights Agreement by and between the Company and Rights Agent, *
(incorporated by reference to Exhibit 4.2 to Amendment No. 1)
4.3 Certificate of Designations of Series A Participating Preferred Stock *
(incorporated by reference to Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (the "June 2000
10-Q))
10.1 Assignment and Assumption Agreement, dated as of March 31, 2000, by and *
between the Company and Deluxe (incorporated by reference to Exhibit 10.1
to the S-1)
10.2 Third Party Indemnification Agreement, dated as of May 1, 2000, by and *
between the Company and Deluxe (incorporated by reference to Exhibit 10.2
to Amendment No. 4 ("Amendment No. 4") to the S-1 filed by the Company
with the Commission on June 23, 2000 (registration No. 333-33992)
10.3 Registration Rights Agreement, dated as of March 31, 2000, by and between *
Deluxe and the Company (incorporated by reference to Exhibit 10.4 to the
S-1)
10.4 Tax Sharing Agreement, dated as of April 1, 2000, by and between the *
Company and Deluxe (incorporated by reference to Exhibit 10.3 to Amendment
No. 1)
10.5 Employee Matters Agreement, dated as of May 1, 2000, by and between the *
Company and Deluxe (incorporated by reference to Exhibit 10.5 to Amendment
No. 1)
10.6 Sublease, dated as of May 15, 2000, by and between the Company and Deluxe *
Financial Services, Inc. ("DFSI") for property located in Shoreview,
Minnesota (incorporated by reference to Exhibit 10.6 to Amendment No. 1)
10.7 Lease, dated as of May 15, 2000, by and between the Company and DFSI for *
property located in Phoenix, Arizona (incorporated by reference to Exhibit
10.7 to Amendment No. 1)
10.8 Purchase Agreement, dated as of April 3, 2000, by and between the Company *
and DFSI for property located in Phoenix, Arizona (incorporated by
reference to Exhibit 10.8 to Amendment No. 1)
10.9 Transitional Services Agreement, dated as of May 1, 2000, by and between *
the Company and Deluxe (incorporated by reference to Exhibit 10.9 to
Amendment No. 1)
10.10 Professional Services Agreement, dated as of April 1, 2000, by and between *
the Company and Deluxe (incorporated by reference to Exhibit 10.10 to
Amendment No. 1)
16
10.11 ONE Application Development and Support Agreement, dated as of January 1, *
2000, by and between the Company and DFSI (incorporated by reference to
Exhibit 10.11 to Amendment No. 1)
10.12 EBT Support Services Agreement, dated as of April 17, 2000 but effective *
as of April 1, 1996, by and between the Company and Citicorp Services,
Inc. (incorporated by reference to Exhibit 10.12 to Amendment No. 1)
10.13 Data Contribution Agreement, dated as of May 1, 2000 by and between the *
Company and Direct Checks Unlimited, Inc. (incorporated by reference to
Exhibit 10.13 to Amendment No. 1)
10.14 Processor Agreement, dated as of May 1, 2000, by and between the Company *
and Deluxe (incorporated by reference to Exhibit 10.14 to Amendment No. 1)
10.15 Amendment to ATM Cash Agreements, dated February 20, 2000 (incorporated by *
reference to Exhibit 10.15 to Amendment No. 1)
10.16 Credit Agreement, dated as of April 1, 2000, by and between the Company *
and Deluxe (incorporated by reference to Exhibit 10.16 to Amendment No. 1)
10.17 Government Services Indemnification Agreement, dated as of May 1, 2000, by *
and between the Company and Deluxe (incorporated by reference to Exhibit
10.17 to Amendment No. 1)
10.18 eFunds Corporation 2000 Stock Incentive Plan, as amended Filed herewith
10.19 eFunds Corporation Stock Incentive Plan for Deluxe Conversions Awards, as *
amended December 8, 2000 (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 filed on December 8, 2000,
Registration No. 333-51536)
10.20 [Omitted]
10.21 Executive Employment Agreement, dated as of May 9, 2000, by and between *
the Company and John A. Blanchard III (incorporated by reference to
Exhibit 10.21 to Amendment No. 1)
10.22 Form of Automated Teller Machine Cash Agreement (incorporated by reference *
to Exhibit 10.26 to Amendment No. 1)
10.23 Indemnification Agreement, dated June 26, 2000, by and between the Company *
and Deluxe (incorporated by reference to the June 2000 10-Q)
10.24 Continuing Guarantee and Deposit Account Security Agreement, dated as of *
September 29, 2000, between the Company and Bank of America, N.A.
(incorporated by reference to Exhibit 10.24 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000 (the
"September 2000 10'Q"))
10.25 Letter Agreement, dated September 30, 2000, by and between the Company and *
Access Cash International L.L.C. (incorporated by reference to Exhibit
10.25 to the September 2000 10-Q)
10.26 eFunds Corporation Employee Stock Purchase Plan (incorporated by reference *
to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed
on December 8, 2000, Registration Statement No. 333-51568)
17
10.27 eFunds Corporation Annual Incentive Plan Filed herewith
10.28 eFunds Corporation Deferred Compensation Plan (incorporated by reference *
to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed
on December 8, 2000, Registration Statement No. 333-51564)
10.29 Change in Control Agreement, dated as of May 12, 2000, between the Company *
and Paul H. Bristow (incorporated by reference to Exhibit 10.18 to the
Registration Statement on Form S-4 (the "S-4") filed by the Company with
the Commission on August 25, 2000)
10.30 Amendment, dated as of October 19, 2000, to Change in Control Agreement, Filed herewith
dated as of May 12, 2000, between the Company and Paul H. Bristow
10.31 Schedule identifying other Change in Control Agreements omitted pursuant Filed herewith
to Instruction 2 to Item 601 of Regulation S-K
10.32 Letter Agreement, dated as of February 28, 2000, by and between eFunds and *
Debra Janssen (incorporated by reference to Exhibit 10.22 to the S-4)
10.33 Letter Agreement, dated as of February 29, 2000, by and between the *
Company and Dr. Nikhil Sinha (incorporated by reference to Exhibit 10.23
to the S-4)
10.34 Letter Agreement, dated as of February 7, 2000, by and between the Company *
and Paul H. Bristow (incorporated by reference to Exhibit 10.24 to the S-4)
10.35 Letter Agreement, dated as of February 14, 2000, by and between the *
Company and Steven F. Coleman (incorporated by reference to Exhibit 10.24
to the S-4)
10.36 Amendment No. 1, dated as of October 19, 2000, to Executive Employment Filed herewith
Agreement, dated May 9, 2000, by and between the Company and John A.
Blanchard III
10.37 Credit Agreement, dated as of December 29, 2000, between the Company and Filed herewith
Bank of America, National Association
10.38 Non-Employee Director Deferred Compensation Plan Filed herewith
10.39 Description of Compensation program for Non-Employee Directors Filed herewith
10.40 Amendment, effective as of May 1, 2000 to Processor Agreement, dated May Filed herewith
1, 2000, by and between Deluxe and eFunds
10.41 Amendment, dated as of November 30, 2000, to Credit Agreement, dated as of Filed herewith
April 1, 2000, by and between Deluxe and eFunds
10.42 Amendment, dated as of December 2000, to Tax Sharing Agreement, dated Filed herewith
effective April 1, 2000, by and between Deluxe and eFunds
13 2000 Annual Report to shareholders Filed herewith
21.1 Subsidiaries of the Company Filed herewith
23 Consent of Experts and Counsel (incorporated by reference to page F-1 of *
this Annual Report on Form 10-K)
99.1 Risk Factors and Cautionary Statements Filed herewith
- ----------------
* Incorporated by reference
18
Note to recipients of Form 10-K: Copies of exhibits will be furnished upon
written request and payment of the Company's reasonable expenses ($.25 per page)
in furnishing such copies.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, Arizona.
eFUNDS CORPORATION
Date: March 15, 2001 By: /s/ John A. Blanchard III
-------------------------
John A. Blanchard III
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated on March 15, 2001.
Signature Title
- --------- -----
By: /s/ John A. Blanchard III Chairman of the Board and Chief Executive
--------------------------- Officer (Principal Executive Officer)
John A. Blanchard III
By: /s/ Paul H. Bristow Executive Vice President and Chief Financial
--------------------------- Officer (Principal Financial and Accounting
Paul H. Bristow Officer)
By: * Director
---------------------------
Hatim A. Tyabji
By: * Director
---------------------------
Jack Robinson
By: * Director
---------------------------
John J. (Jack) Boyle III
By: * Director
---------------------------
Janet M. Clarke
By: * Director
---------------------------
Sheila A. Penrose
*By: /s/ Steven F. Coleman
---------------------------
Steven F. Coleman
Attorney-in-Fact
19
INDEPENDENT AUDITORS' CONSENT AND REPORT ON
SCHEDULE RE: VALUATION AND QUALIFYING ACCOUNTS
The Board of Directors and Stockholders of:
eFunds Corporation
Scottsdale, Arizona
We consent to the incorporation by reference in Registration Statement Nos.
333-51568, 333-51564, 333-51536, and 333-44830 of eFunds Corporation and
subsidiaries on Form S-8 of our report dated January 25, 2001, incorporated by
reference in this Annual Report on Form 10-K of eFunds Corporation for the year
ended December 31, 2000.
Our audits of the financial statements referred to in our aforementioned report
also included the financial statement schedule of eFunds Corporation and
subsidiaries, attached as page F-2 to this Annual Report on Form 10-K. This
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
March 15, 2001
F-1
eFunds Corporation and Subsidiaries
Valuation and Qualifying Accounts
Years Ended December 31, 2000, 1999 and 1998
(in thousands) Additions
-----------------------------
Balance Charged to Charged to Balance
at beginning costs and other at end of
Description Year of period expenses accounts Deductions(1) period
----------------------------------------------------------------------------- ------------------------------- --------------
Allowance for Doubtful Accounts 2000 4,513 3,278 -- (2,495) 5,296
1999 2,122 2,918 -- (527) 4,513
1998 1,044 1,078 -- -- 2,122
----------------------------------------------------------------------------------------------------------------------------
(1) Deductions from the reserve represent write-offs and collections of amounts
for which specific reserves had been previously established
F-2
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page Number
- ------ ---------------------- -----------
10.18 eFunds Corporation 2000 Stock Incentive Plan, as amended
10.27 eFunds Corporation Annual Incentive Plan
10.30 Amendment, dated as of October 19, 2000 to Change in Control
Agreement, dated as of May 12, 2000, between the Company and Paul H.
Bristow
10.31 Schedule identifying other Change in Control Agreements omitted
pursuant to Instruction 2 to Item 601 of Regulation S-K
10.36 Amendment No. 1, dated as of October 19, 2000, to Executive Employment
Agreement, dated May 9, 2000, by and between the Company and John A.
Blanchard III
10.37 Credit Agreement, dated as of December 29, 2000, between the Company
and Bank of America, National Association
10.38 Non-Employee Director Deferred Compensation Plan
10.39 Description of Compensation program for Non-Employee Directors
10.40 Amendment, effective as of May 1, 2000, to Processor Agreement, dated
May 1, 2000, by and between Deluxe and eFunds
10.41 Amendment, dated as of November 30, 2000, to Credit Agreement, dated
as of April 1, 2000, by and between Deluxe and eFunds
10.42 Amendment, dated as of December 2000, to Tax Sharing Agreement, dated
effective April 1, 2000, by and between Deluxe and eFunds
13 2000 Annual Report to Shareholders
21.1 Subsidiaries of the Company
24.1 Power of Attorney
99.1 Risk Factors and Cautionary Statements