-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHN4aXT3PWfVAZpLt32p7/pqX/fqNdkhN+AibZ591ubnRTMnBeMubVQD97TYqWqD lqYzk4fA5PgJwoCoFaKzoQ== 0000950152-02-009281.txt : 20021213 0000950152-02-009281.hdr.sgml : 20021213 20021213111214 ACCESSION NUMBER: 0000950152-02-009281 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10147 FILM NUMBER: 02856552 BUSINESS ADDRESS: STREET 1: 115 S LUDLOW ST CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 9374852000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 10-K 1 l97170ae10vk.txt REYNOLDS & REYNOLDS FORM 10-K FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NO. 1-10147 THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in its charter) OHIO 31-0421120 (State of Incorporation) (IRS Employer Identification No.) 115 SOUTH LUDLOW STREET DAYTON, OHIO 45402 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (937) 485-2000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: CLASS A COMMON SHARES (NO PAR VALUE) NEW YORK STOCK EXCHANGE ------------------------------------- ----------------------- (Title of class) (Exchange on which registered) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE ---- (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. Yes [X] No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or in any amendment to this Form 10-K. _ The aggregate market value of the Class A Common Shares held by non-affiliates of the registrant, as of December 2, 2002, was $1,825,236,708. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 2, 2002: Class A Common Shares: 68,217,523 (exclusive of 23,881,075 Treasury shares) Class B Common Shares: 16,000,000 DOCUMENTS INCORPORATED BY REFERENCE Part III - Portions of Proxy Statement for 2003 Annual Meeting of Shareholders PART I (Dollars in thousands) ITEM 1. DESCRIPTION OF BUSINESS The Reynolds and Reynolds Company (the "company") was founded in 1866 and has been an Ohio corporation since 1889. The company's services include a full range of retail and enterprise management systems, networking and support, e-business applications, Web services, learning and consulting services, customer relationship management solutions, document management and financing services for automotive retailers and manufacturers. The company's five solutions business units have been aggregated into four segments for reporting purposes. The Software Solutions segment consists of the Software Solutions and the Info-Structure Services business units. This segment provides integrated computer systems products and related services. Products include integrated software packages, computer hardware and installation of hardware and software. Services include customer training, hardware maintenance and software support as well as consulting services. The Transformation Solutions segment provides specialized training, Web services and customer relationship management. The Documents segment manufactures and distributes printed business forms to automotive retailers. The Financial Services segment provides financing, principally for sales of the company's computer systems, through the company's wholly-owned affiliates, Reyna Capital Corporation, Reyna Funding, L.L.C. and a similar operation in Canada. FINANCIAL INFORMATION ABOUT SEGMENTS AND FOREIGN AND DOMESTIC OPERATIONS See Note 12 to the Consolidated Financial Statements on page 50 for financial and descriptive information about the business segments described above. NEW SOLUTIONS In fiscal 2002, the company continued its mission to lead the transformation of automotive retailing and also invested significantly in people, processes, and new products. During fiscal 2002, the company: - - Introduced the Reynolds Generations Series(TM), the company's next generation technology platform and solution suite for automotive retailing. This family of solutions will deliver more than 200 applications and services providing a new standard of tools and connectivity that enables customers to implement module by module, or the full suite of solutions. - - Continued to expand ReySource(TM), Reynolds' online procurement engine for automotive retailers. During the year, Reynolds, teamed with General Motors and Covisint to create the General Motors Dealer Supply Advantage procurement site. Additionally, the Ford Minority Dealers Association and the General Motors Minority Dealers Association also endorsed ReySource to their members. - - Expanded its market presence with Automark Web Services. Reynolds was selected by Nissan to develop and implement a total retail services network including e-commerce and brand management capabilities for its North American Nissan and Infiniti dealers. The MINIUSA division of BMW selected Reynolds to develop and launch its customer Web services. 2 - - Announced In-Vehicle Merchandising for GM dealers in the United States, a streamlined suite of information and business management tools that help GM dealers build customer relationships and improve parts and service operations. - - Introduced 20 new service offerings including Proven for Profitability(TM), a series of training and consulting initiatives designed to improve the return on investment results of specific Reynolds applications in Service and Sales. - - Introduced an expanded set of professional, business and technical courses through a new Internet-based training solution. The company also announced it was selected by Mazda North America to implement Mazda's retail strategy including the installation of a network that will allow its dealers to leverage the Internet while giving them complete control over their individual computer environments; its selection by Thrifty Car Sales to develop and deliver a customized training program to the nationwide Thrifty Car Sales franchise retail network; it was the only automotive services provider to deliver complete 5300 Project capabilities to Chrysler Group dealers. The 5300 Project is a suite of software and process options designed to help dealers manage their parts inventory and, ultimately, satisfy customers. For the fourth consecutive year, the company received the prestigious STAR (Software Technical Assistance Recognition) award in the high-volume category, from the Software Professionals Association. The award recognizes outstanding accomplishments and superior performance in the delivery of technical support to external customers. RAW MATERIALS Computer hardware and peripherals are essential to the company. It purchases these products from a variety of suppliers. IBM supplies the hardware platform for the Reynolds Generations Series and the ERA system. If this source of supply were to be interrupted, some delay would occur in converting to a new platform. The company historically has not experienced difficulties in obtaining hardware and peripherals, nor does it reasonably foresee difficulty in obtaining them in the future on competitive terms and conditions. PATENTS, TRADEMARKS AND RELATED RIGHTS Except as described below, the company does not have any patents, trademarks, licenses, franchises or concessions which are material to an understanding of its business. The company's trademark REYNOLDS & REYNOLDS(R) is associated with many goods and services provided by the company. In the automotive systems market, the company has a number of direct and indirect distribution and licensing arrangements with equipment vendors and software providers relating to certain components of the company's products, including the principal operating systems. These arrangements are in the aggregate, but not individually (except for the operating systems), material to the company's business. COMPETITION The company is North America's leading provider of integrated software solutions and services to automotive retailers. The company's main competitor in the Software Solutions segment is the Dealer Services division of Automatic Data Processing, Inc. ("ADP"). ADP's assets and financial resources substantially exceed those of the company. Together, the two suppliers provide a significant share of the information management systems for automotive retailers in the United States and Canada. The company is expanding and supplementing its solutions in the Transformation Solutions segment. This segment experiences competition from hundreds of providers, ranging from local, to regional and national firms. 3 The company's Documents segment has a leading market share position but experiences energetic competition from local printing brokers and regional printers across the United States and Canada. The company believes it competes by providing value-added products, services and solutions that satisfy market needs and uses current technology to provide additional value and to improve price and performance. By specializing in a particular niche market, the company has emphasized reliable and responsive service, broad industry knowledge and long-term relationships to meet customer needs more effectively. No single customer accounts for five percent or more of the company's revenues. BACKLOG The backlog represents orders for computer systems or documents which have not yet been shipped to customers, and deferred revenues (orders which have been shipped but not yet recognized in revenues). At October 31, 2002, the dollar value of the backlog including software license fees was estimated to be $61,000 compared to $40,000 last year. The company anticipates substantially all of the backlog to be recognized as revenue during fiscal year 2003. RESEARCH AND DEVELOPMENT During fiscal 2002, the company continued its substantial investment in research and development to deliver new and enhanced solutions for customers. Expenditures for those activities were $68,000 in 2002, $71,000 in 2001 and $76,000 in 2000. ENVIRONMENTAL PROTECTION The company believes that it is in substantial compliance with all applicable federal, state and local statutes concerning environmental protection. The company has not experienced any material costs in this regard. The U.S. Environmental Protection Agency has designated the company as one of a number of potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act at one environmental remediation site, and the company has also been named as a defendant in a cost recovery lawsuit in Dayton, Ohio, regarding another environmental remediation site. (See Note 13 to the Consolidated Financial Statements, page 51.) EMPLOYEES On September 30, 2002, the company and its subsidiaries employed 4,602 persons. ITEM 2. PROPERTIES As of September 30, 2002, the company owned and operated two forms manufacturing plants in the United States, one in Celina, Ohio, and one in Dallas, Texas, encompassing approximately 427,000 square feet. Corporate headquarters are located in the Dayton, Ohio, area in several buildings owned by the company which contain approximately 1,050,000 square feet. In addition, the company leases approximately 31 offices throughout the United States and Canada. See Note 1 to the Consolidated Financial Statements on page 35. ITEM 3. LEGAL PROCEEDINGS Relevant information appears in Note 13 to the Consolidated Financial Statements on page 51. 4 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. PART II (Dollars in thousands except per share data) ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The company's Class A Common Shares are listed on the New York Stock Exchange. There is no principal market for the Class B Common Shares. The company also has an authorized class of 60 million preferred shares with no par value. As of the filing of this report, the company currently has no agreements or commitments with respect to the sale or issuance of the preferred shares except as described in Note 8 to the Consolidated Financial Statements, page 44. Information on market prices and dividends is set forth in Note 16 to the Consolidated Financial Statements on page 54. As of December 2, 2002, there were approximately 3,170 holders of record of Class A Common Shares and one holder of record of Class B Common Shares. 5 ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SELECTED FINANCIAL DATA (Dollars in thousands except per share data)
For The Years Ended September 30 2002 2001 2000 1999 1998 - --------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED Net Sales and Revenues $ 992,383 $1,004,012 $ 954,687 $ 868,028 $ 805,653 Income from Continuing Operations $ 115,552 $ 97,934 $ 88,440 $ 87,891 $ 91,703 Basic earnings per common share $ 1.63 $ 1.34 $ 1.14 $ 1.12 $ 1.15 Diluted earnings per common share $ 1.58 $ 1.31 $ 1.11 $ 1.09 $ 1.13 Net Income $ 78,989 $ 99,557 $ 116,596 $ 122,721 $ 103,107 Basic earnings per common share $ 1.12 $ 1.36 $ 1.50 $ 1.57 $ 1.30 Diluted earnings per common share $ 1.08 $ 1.33 $ 1.47 $ 1.53 $ 1.27 Return on Equity 17.0% 20.4% 24.2% 28.3% 26.8% Cash Dividends Per Class A Common Share $ .44 $ .44 $ .44 $ .40 $ .36 Book Value Per Outstanding Common Share $ 6.56 $ 6.69 $ 6.68 $ 5.98 $ 5.14 Assets Automotive solutions $ 729,560 $ 732,073 $ 808,527 $ 761,686 $ 678,108 Financial services 407,605 422,334 421,129 427,591 411,159 ---------- ---------- ---------- ---------- ---------- Total assets $1,137,165 $1,154,407 $1,229,656 $1,189,277 $1,089,267 ========== ========== ========== ========== ========== Long-Term Debt Automotive solutions $ 107,408 $ 105,805 $ 111,124 $ 163,111 $ 160,346 Financial services 180,519 147,429 126,868 154,040 145,460 ---------- ---------- ---------- ---------- ---------- Total long-term debt $ 287,927 $ 253,234 $ 237,992 $ 317,151 $ 305,806 ========== ========== ========== ========== ========== Number of Associates 4,602 4,763 4,945 9,083 9,152 AUTOMOTIVE SOLUTIONS (excluding Financial Services) Current Ratio 2.02 1.80 1.90 1.75 1.31 Net Property, Plant and Equipment $ 161,073 $ 159,051 $ 138,108 $ 104,106 $ 93,900 Total Debt $ 113,469 $ 111,866 $ 116,838 $ 168,825 $ 166,837 Total Debt to Capitalization 20.0% 19.0% 19.0% 26.7% 29.2%
(1) Effective October 1, 2001, the company adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," and reduced income by $36,563 for the cumulative effect of the accounting change. (2) Certain reclassifications were made to prior years' consolidated financial statements to conform with the presentation used in 2002. 6 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (In thousands except per share data) SIGNIFICANT EVENTS ACCOUNTING CHANGE During fiscal year 2002 the company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," and recorded a cumulative effect of accounting change of $36,563 ($60,938 net of income tax benefits of $24,375) effective October 1, 2001. See Note 14 to the Consolidated Financial Statements for additional discussion of this accounting change. SPECIAL ITEMS During the second quarter of fiscal year 2002, the company recorded several items that when combined added $742 or $.01 per share to earnings. The company settled a state income tax audit that covered fiscal years 1992 through 1998. Based on the settlement, the company reduced interest and income tax accruals for fiscal years 1999 through 2001. The company also filed amended returns in a number of states to correct the apportionment and allocation of taxable income. The combination of audit settlements, accrual adjustments and amended returns added $5,890 or $.08 per share of earnings in the second quarter of fiscal year 2002. The income tax adjustments were recorded as follows: $2,310 in selling, general and administrative (SG&A) expenses, primarily for professional fees associated with obtaining the income tax benefits, $1,709 for the reversal of previously recorded interest expense, $819 of interest income on tax refunds, $200 of other charges and $5,872 of income tax benefits. During the second quarter of fiscal year 2002, the company also recorded $8,552 of expenses ($5,251 or $.07 per share after income taxes) for the following items: employee termination benefits of $4,492 for 114 employees, communications software distributed to customers of $2,500 and real estate costs of $1,560. These items were recorded as follows: $2,000 in cost of sales, $6,552 in SG&A expenses and related income tax benefits of $3,301. During March 2002, the company also sold its shares of Kalamazoo Computer Group plc of the United Kingdom for cash of $1,636 and recorded a net gain of $103. This gain of $103 was the net of a $12,274 loss, included with equity in net losses of affiliated companies on the statement of consolidated income, and $12,377 of income tax benefits related to the sale of these shares, included in the provision for income taxes on the statement of consolidated income. BUSINESS COMBINATIONS In August 2002, the company purchased BoatVentures.com, a provider of Web-based applications and education processes to boat, power sports and recreational vehicle retailers and manufacturers. Privately-held BoatVentures.com had revenues of about $1,000 in 2001. See Note 4 to the Consolidated Financial Statements for more information on business combinations. In November 2000, the company purchased eCustomerCentric Solutions, Inc., a.k.a. DealerKid, a provider of electronic customer marketing and relationship management software and services for automotive retailers in the United States and Canada. Privately-held DealerKid had revenues of about $2,000 in 2000. In May 2000, the company purchased the outstanding membership interests of HAC Group, LLC, the leading provider of learning, customer relationship management and Web services to automobile retailers and manufacturers. The privately-held HAC Group, LLC had revenues of $65,000 in 1999. In May 2000, the company and other industry partners formed a new independent company, named ChoiceParts, LLC, that is developing an electronic parts exchange for the automotive parts market. The company contributed its existing parts locator business, which had annual revenues of nearly $12,000, and in-process software development of a Web-based parts locator product to ChoiceParts in exchange for a minority equity interest, consisting of both common and preferred interests. DISCONTINUED OPERATIONS In August 2000, the company sold the assets of its Information Solutions segment to The Carlyle Group for cash of $360,000 and recorded an after-tax gain on the sale of $10,853 or $.14 per diluted share. Operating results of the Information Solutions segment have been presented as discontinued operations in the statements of consolidated income. Cash flows from discontinued operations of the Information Solutions segment have been reported as a single 7 line in the company's statements of condensed consolidated cash flows. See Note 2 to the Consolidated Financial Statements for more information on discontinued operations. RESTRUCTURING CHARGES In connection with the sale of the Information Solutions segment, the company approved a plan of restructuring and recorded a pre-tax charge of $10,560 or $6,230 after taxes ($.08 per diluted share) during the fourth quarter of fiscal year 2000. This charge represented costs for 272 former employees and included costs associated with closing the Oklahoma City manufacturing facility and vacating 38 leased facilities. See Note 3 to the Consolidated Financial Statements for more information on restructuring charges. RECLASSIFICATIONS Certain reclassifications were made to prior years' financial information to conform with the presentation used in 2002. RESULTS OF OPERATIONS CONSOLIDATED SUMMARY
2002 vs. 2001 2001 vs. 2000 2002 2001 2000 Change Change - -------------------------------------------------------------------------------------------------------------------------- Net sales and revenues $992,383 $1,004,012 $954,687 ($11,629) -1% $49,325 5% Gross profit $578,647 $ 566,100 $524,719 $12,547 2% $41,381 8% % of revenues 58.3% 56.4% 55.0% SG&A expenses $400,120 $ 394,368 $358,950 $ 5,752 1% $35,418 10% % of revenues 40.3% 39.3% 38.7% Restructuring charge $ 0 $ 0 $ 10,560 Operating income $178,527 $ 171,732 $155,209 $ 6,795 4% $16,523 11% % of revenues 18.0% 17.1% 16.3% Income from continuing operations $115,552 $ 97,934 $ 88,440 $17,618 18% $ 9,494 11% Discontinued operations $ 0 $ 1,623 $ 28,156 ($1,623) ($26,533) Income before accounting change $115,552 $ 99,557 $116,596 $15,995 16% ($17,039) -15% Effect of accounting change ($36,563) $ 0 $ 0 ($36,563) $ 0 Net income $ 78,989 $ 99,557 $116,596 ($20,568) -21% ($17,039) -15% Basic earnings per share Income from continuing operations $ 1.63 $ 1.34 $ 1.14 $ 0.29 22% $ 0.20 18% Income before accounting change $ 1.63 $ 1.34 $ 1.14 $ 0.29 22% $ 0.20 18% Net income $ 1.12 $ 1.36 $ 1.50 ($0.24) -18% ($0.14) -9% Diluted earnings per share Income from continuing operations $ 1.58 $ 1.31 $ 1.11 $ 0.27 21% $ 0.20 18% Income before accounting change $ 1.58 $ 1.31 $ 1.11 $ 0.27 21% $ 0.20 18% Net income $ 1.08 $ 1.33 $ 1.47 ($0.25) -19% ($0.14) -10%
Consolidated net sales and revenues declined slightly in fiscal year 2002, primarily because of the continued decline in MSN Autos (formerly named CarPoint) revenues that began in June 2001. See the Transformation Solutions segment section for more information on MSN Autos. This decline was partially offset by growth in computer services revenues. Consolidated revenues grew 5% in fiscal year 2001 because of the full year effect of business combinations and growth in computer services revenues. Sales of computer systems products declined in both fiscal years 2002 and 2001. Consolidated gross profit margins increased in both fiscal years 2002 and 2001 primarily as a result of growth in Software Solutions' computer services revenues. Consolidated SG&A expenses included $8,862 related to special items recorded in the second quarter of fiscal year 2002. Excluding these items, fiscal year 2002 SG&A expenses were $391,258 or 39.4% of revenues. Research and development (R&D) expenses were $68,000 in fiscal year 2002, compared to $71,000 last year and $76,000 in fiscal year 2000. SG&A expenses included goodwill amortization of $11,316 in fiscal year 2001 and $6,438 in fiscal year 2000. Excluding special items recorded in the second quarter of fiscal year 2002, SG&A expenses reflected the following items: $4,800 of severance and termination benefits, $3,000 of higher bad debt expenses, a $1,200 increase in the cost of the annual worldwide sales and service conference and 8 somewhat higher inventory obsolescence and depreciation expenses. Bad debt expenses increased in fiscal year 2002 because of higher charge-offs. Excluding fiscal year 2002 special items and fiscal year 2000 restructuring charge, operating margins were 19.1% in 2002 compared to 17.1% in 2001 and 17.4% in 2000. Fiscal year 2002 operating margins grew as a result of higher gross profit margins. In fiscal year 2001, operating margins reflected a full year of the fiscal year 2000 acquisition of HAC Group LLC, the fiscal year 2001 purchase of DealerKid and costs related to a work stoppage of a software development contract. These acquired businesses had lower operating margins than the existing business. Interest expense declined over the last three years because of lower effective interest rates, debt repayments and capitalization of interest expense for software development and construction of an office building. During February 2002, the company entered into $100,000 of interest rate swap agreements that effectively converted 7% fixed rate debt into variable rate debt, which averaged 4.3% in fiscal year 2002. These interest rate swap agreements were designated as fair value hedges. Interest income declined in fiscal year 2002 primarily because of lower interest rates. In fiscal year 2001, interest income increased because of higher investment balances as a result of the cash proceeds from the August 2000 sale of the Information Solutions segment. In fiscal year 2002, equity in net losses of affiliated companies was $13,201, of which $12,274 related to the sale of the company's shares of Kalamazoo Computer Group plc. This loss was effectively offset by income tax benefits of $12,377. Equity in net losses of affiliated companies was $13,019 in fiscal year 2001 and $4,416 in fiscal year 2000. The increase from fiscal year 2000 to fiscal year 2001 occurred because of greater losses from the company's investment in Kalamazoo Computer Group plc (subsequently sold), the May 2000 investment in ChoiceParts LLC and the May 2001 $3,200 write-off of the company's investment in Consumer Car Club. See Note 1 to the Consolidated Financial Statements for additional disclosures about the company's investment in Kalamazoo and Note 4 for additional disclosures about the company's investment in ChoiceParts LLC. The effective income tax rate was 29.9% in 2002, compared to 39.7% in 2001 and 41.1% in 2000. Fiscal year 2002 included the tax benefits described in the special items section. Excluding these items, the effective income tax rate was 38.2% in fiscal year 2002. The effective tax rate declined over the last two fiscal years primarily because of reduced goodwill amortization for which there was no tax deduction. SOFTWARE SOLUTIONS
2002 vs. 2001 2001 vs. 2000 2002 2001 2000 Change Change - -------------------------------------------------------------------------------------------------------------------------- Net sales and revenues Computer services $482,152 $444,767 $404,676 $37,385 8% $40,091 10% Computer systems products $145,299 $169,125 $181,370 ($23,826) -14% ($12,245) -7% ------------------------------------------------ ------- Total net sales and revenues $627,451 $613,892 $586,046 $13,559 2% $27,846 5% Gross profit $392,385 $368,213 $324,911 $24,172 7% $43,302 13% % of revenues 62.5% 60.0% 55.4% SG&A expenses $265,089 $247,995 $217,475 $17,094 7% $30,520 14% % of revenues 42.2% 40.4% 37.1% Operating income $127,296 $120,218 $107,436 $ 7,078 6% $12,782 12% % of revenues 20.3% 19.6% 18.3%
Software Solutions revenues increased in both 2002 and 2001 as growth in computer services revenues more than offset declines in computer systems products sales. Computer services revenues, comprised predominately of recurring software support and equipment maintenance revenues, increased for both years primarily because of the increased number of ERA retail management software applications supported. Also contributing to the 2002 revenue increase was growth in network services revenues. The company also increased sales prices to offset inflation each year. Sales of computer systems products declined in fiscal year 2002 for several products as technology spending was generally soft. The fiscal year 2002 computer systems products sales decline also reflects the cancellation of a software development contract last year. In fiscal year 2001, sales of computer systems products declined primarily because of a decrease in the number of ERA retail management systems sold. The backlog of new orders for computer systems products and deferred revenues (orders shipped, but not yet recognized in revenues) was $60,000 at September 30, 2002 compared to $40,000 last year. Gross profit margins and operating income margins increased in both fiscal years 2002 and 2001 because of growth in higher margin computer service revenues. Gross margins on computer service revenues 9 also increased each year because of economies of scale in supporting the greater number of software applications. In fiscal year 2002, SG&A expenses were 41.2% of revenues excluding $6,682 of special items recorded in the second quarter. In fiscal year 2002, SG&A expenses also included higher bad debt and severance expenses which were partially offset by the elimination of $3,862 of goodwill amortization. Operating margins were strong and increased each of the last two years, primarily as a result of higher gross profit margins. TRANSFORMATION SOLUTIONS
2002 vs. 2001 2001 vs. 2000 2002 2001 2000 Change Change - ------------------------------------------------------------------------------------------------------------------------- Net sales and revenues $139,700 $161,149 $132,093 ($21,449) -13% $29,056 22% Gross profit $ 49,237 $ 58,559 $ 58,531 ($9,322) -16% $ 28 0% % of revenues 35.2% 36.3% 44.3% SG&A expenses $ 58,274 $ 70,491 $ 60,778 ($12,217) -17% $ 9,713 16% % of revenues 41.7% 43.7% 46.0% Operating loss ($9,037) ($11,932) ($2,247) $ 2,895 ($9,685) % of revenues -6.5% -7.4% -1.7%
Transformation Solutions revenues declined in fiscal year 2002, primarily because of the continued decline in MSN Autos (formerly named CarPoint) revenues that began in June 2001. MSN Autos revenues declined over $20,000 in fiscal year 2002 and about $12,000 in fiscal year 2001 because of a change in the MSN Autos business model. Because the transition to their new business model is now complete, fiscal year 2003 revenues should be comparable to fiscal year 2002 revenues. In fiscal year 2002, this segment experienced strong growth in credit applications and Automark Web Services revenues. This growth was essentially offset by declines in revenues from customer relationship management (CRM) consulting and campaign management services. Automark Web Services have historically included a mixture of one-time and recurring revenues based on contract terms which have allowed customers the option to host their Web sites. As part of the Reynolds Generation Series, the company has launched additional hosted services and will release more in the future. As many of these hosted services integrate into the Web services offerings, the company is transitioning Automark Web Services to the company's standard contract terms, which do not contain the hosting option. As the new contracts are implemented, the company will begin recording revenues over the contract service period, instead of upon delivery of the software license. In fiscal year 2001, the full year effect of the May 2000 acquisition of HAC Group LLC, comprised of CRM consulting services and Automark Web Services, overcame the MSN Autos sales decline. Gross profit margins were essentially flat in fiscal year 2002 after declining in fiscal year 2001 as a result of a slowdown in CRM consulting revenues. Fiscal year 2002 gross profit margins include a fourth quarter adjustment to accrue an additional $1,923 of support costs related to non-cancelable contracts for Automark Web hosting services. This accrual became necessary as a result of increased integration and functionality which added support costs. SG&A expenses declined in fiscal year 2002, in part because of the elimination of $6,175 of goodwill amortization expenses. Fiscal year 2002 SG&A expenses also reflect lower selling and marketing expenses. In fiscal year 2001, SG&A expenses increased primarily because of the full year effect of the HAC Group, LLC business combination. Operating losses declined slightly in fiscal year 2002 as a result of the elimination of goodwill amortization, net of higher Automark Web Services support costs. In fiscal year 2001, operating losses increased significantly primarily because of a slowdown in CRM consulting revenues and the decline in MSN Autos revenues. DOCUMENTS
2002 vs. 2001 2001 vs. 2000 2002 2001 2000 Change Change - ------------------------------------------------------------------------------------------------------------------------- Net sales and revenues $183,523 $187,053 $196,342 ($3,530) -2% ($9,289) -5% Gross profit $105,961 $110,668 $115,295 ($4,707) -4% ($4,627) -4% % of revenues 57.7% 59.2% 58.7% SG&A expenses $ 68,684 $ 70,877 $ 75,710 ($2,193) -3% ($4,833) -6% % of revenues 37.4% 37.9% 38.5% Operating income $ 37,277 $ 39,791 $ 39,585 ($2,514) -6% $ 206 1% % of revenues 20.3% 21.3% 20.2%
10 Documents sales declined in fiscal years 2002 and 2001 primarily because of a decline in the volume of business forms sold. Gross profit and operating margins remained strong over the three-year period. Gross profit margins were negatively affected in fiscal year 2002 because of lower revenues and a higher mix of outsourced products, which have lower margins than manufactured standard products. SG&A expenses declined each year as a percentage of revenues. Goodwill amortization was $1,279 in both fiscal year 2001 and 2000. Operating margins remained strong, essentially reflecting the trends in gross profit margins. FINANCIAL SERVICES
2002 vs. 2001 2001 vs. 2000 2002 2001 2000 Change Change - ------------------------------------------------------------------------------------------------------------------------ Net sales and revenues $41,709 $41,918 $40,206 ($209) 0% $1,712 4% Gross profit $31,064 $28,660 $25,982 $2,404 8% $2,678 10% % of revenues 74.5% 68.4% 64.6% SG&A expenses $ 8,073 $ 5,005 $ 4,987 $3,068 61% $ 18 0% % of revenues 19.4% 12.0% 12.4% Operating income $22,991 $23,655 $20,995 ($664) -3% $2,660 13% % of revenues 55.1% 56.4% 52.2%
Financial Services revenues were essentially flat in fiscal year 2002 after increasing 4% in fiscal year 2001. About half of the fiscal year 2001 increase came from higher interest revenues and the other half related to realization of residual values at contract maturity. The average interest rate earned on the portfolio of finance receivables was relatively stable over the last three years. Gross profit margins increased over the three years as interest rate spreads strengthened. Financial Services interest rate spread was strong at 4.9% in 2002, compared to 3.4% in 2001 and 3.1% in 2000. In fiscal year 2002, the interest rate spread was at a relatively high level for this segment because of lower borrowing costs as a result of lower interest rates. In fiscal year 2001, the interest rate spread increased because of slightly higher average interest rates on finance receivables. SG&A expenses increased in fiscal year 2002 primarily because of higher bad debt expenses as a result of increased charge-offs. Bad debt expenses were $4,450 in 2002, $2,500 in 2001 and $2,360 in 2000. Operating margins continued to be strong in this segment. LIQUIDITY AND CAPITAL RESOURCES AUTOMOTIVE SOLUTIONS CASH FLOWS (EXCLUDING FINANCIAL SERVICES) The company's cash position remained strong, with cash balances of $155,295 as of September 30, 2002. Cash flows from operating activities were $158,071 during the fiscal year and resulted primarily from net income, adjusted for non cash charges, primarily depreciation and amortization and the cumulative effect of the accounting change (and related deferred income taxes). Cash flows provided by investing activities included intercompany loan repayments and dividends from Financial Services and proceeds from the sale of internally used computer equipment as part of a computer services outsourcing arrangement. These operating and investing cash flows funded the company's investments for normal operations including capital expenditures of $37,067. Capital expenditures included about $17,000 to complete the construction of a new office building near Dayton, Ohio. During the fiscal year, the company also capitalized $20,370 of software licensed to customers. As of September 30, 2002, the balance of software licensed to customers was $81,557. Most of the capitalized software development costs related to Reynolds Generations Series solutions scheduled for release in fiscal year 2003 when the company will begin amortizing these costs. Fiscal year 2003 capital expenditures and capitalized software in the ordinary course of business are anticipated to be about $30,000. See the shareholders' equity caption of this analysis regarding the payment of dividends and share repurchases. FINANCIAL SERVICES CASH FLOWS Financial Services operating cash flows, collections on finance receivables and additional borrowings were invested in new finance receivables for the company's computer systems, used to make scheduled debt repayments and dividend payments to Automotive Solutions. CAPITALIZATION The company's ratio of total debt (total Automotive Solutions debt) to capitalization (total Automotive Solutions debt plus shareholders' equity) was 20.0% as of September 30, 2002 and 19.0% as of September 30, 2001. Remaining credit 11 available under committed revolving credit agreements was $100,000 at September 30, 2002. In addition to this committed credit agreement, the company also has a variety of other short-term credit lines available. Management estimates that cash balances, cash flow from operations and cash available from existing credit agreements will be sufficient to fund normal operations over the next year. Cash balances are placed in short-term investments until needed. See Note 1 to the Consolidated Financial Statements for a description of cash investments. In August 1997, the company entered into an agreement with a trust for the construction and lease of an office building near Dayton, Ohio. The trust was formed by a consortium of institutional investors who purchased equity interests in the trust and provided loans to the trust for the construction of the building. This building was completed in 1999 at a cost of $28,800. This lease is accounted for as an operating lease for financial reporting purposes. Accordingly, neither the asset nor the related liability is reported on the company's balance sheets. The company has guaranteed 80% of the trust's debt related to the construction of the building. The company makes quarterly lease payments based on the outstanding lease balance of $28,800. The original five-year term was extended two years through August 2004. At the end of the lease term, the company may either purchase the building for $28,800 or sell the building on behalf of the lessor. If the building is sold and the proceeds from the sale are insufficient to repay the investors, the company may be required to make a payment to the lessor of up to 80% of the building's cost. Based on appraised values, management does not believe any additional payments will be required at the termination of the lease. On January 24, 2002, Reyna Funding, L.L.C., a consolidated affiliate of the company, entered into a loan funding agreement, whereby Reyna Funding, L.L.C. may borrow up to $100,000 using finance receivables purchased from Reyna Capital Corporation, also an affiliate of the company, as security for the loan. The securitization allows additional borrowings, up to the $100,000 limit, through January 23, 2003. This loan funding agreement is renewable annually through January 23, 2006. Any borrowings will be repaid as collections on finance receivables balances are received. During fiscal year 2002, Reyna Funding, L.L.C. borrowed $100,000 under this agreement. These borrowings were included with Financial Services' notes payable on the consolidated balance sheet. Proceeds received by Reyna Capital Corporation from Reyna Funding, L.L.C. were used to retire other debt. The company has consistently produced strong operating cash flows sufficient to fund normal operations. Strong operating cash flows are the result of stable operating margins and a high percentage of recurring service revenues, which require relatively low capital investment. Debt instruments have been used primarily to fund business combinations and Financial Services receivables. As of September 30, 2002, the company could issue an additional $130,000 of notes under a shelf registration statement on file with the Securities and Exchange Commission. Management believes that its strong balance sheet and cash flows should help maintain an investment grade credit rating that should provide access to capital sufficient to meet the company's cash requirements beyond the next year. See Note 7 to the Consolidated Financial Statements for additional disclosures regarding the company's debt instruments. SHAREHOLDERS' EQUITY The company lists its Class A common shares on the New York Stock Exchange. There is no principal market for Class B common shares. The company also has an authorized class of 60,000 preferred shares with no par value. As of November 12, 2002, no preferred shares were outstanding and there were no agreements or commitments with respect to the sale or issuance of these shares, except for those described in Note 8 to the Consolidated Financial Statements. The company paid cash dividends of $31,089 in 2002, $32,121 in 2001 and $34,130 in 2000. Dividends per Class A common share were $.44 in each of 2002, 2001 and 2000. Dividends are typically declared each November, February, May and August and paid in January, April, June and September. Dividends per Class A common share must be twenty times the dividends per Class B common share and all dividend payments must be simultaneous. The company has paid dividends each year since its initial public offering in 1961. The company repurchased $125,381 of Class A common shares in 2002, $140,816 in 2001 and $101,018 in 2000. Average prices paid per share were $26.23 in 2002, $21.70 in 2001 and $18.41 in 2000. As of September 30, 2002, the company could repurchase an additional 4,921 Class A common shares under existing board of directors' authorizations. APPLICATION OF CRITICAL ACCOUNTING POLICIES The company's consolidated financial statements and notes to consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial 12 statements and applying accounting policies require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting policies for the company include revenue recognition, accounting for software licensed to customers, accounting for long-lived assets and accounting for income taxes. REVENUE RECOGNITION Sales of computer hardware and business forms products are recorded when title passes upon shipment to customers. Revenues from software license fees are accounted for in accordance with American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, "Software Revenue Recognition." The company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. Service revenues, which include computer hardware maintenance, software support, training, consulting and Web hosting are recorded ratably over the contract period or as services are performed. The application of SOP 97-2 requires judgment, including whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence of fair value exists for those elements. Software revenues which do not meet the criteria set forth in Emerging Issues Task Force (EITF) Issue No. 00-3, "Application of AICPA SOP 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity's Hardware," are recorded ratably over the contract period as services are provided. SOFTWARE LICENSED TO CUSTOMERS The company capitalizes certain costs of developing its software products in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed." SFAS No. 86 specifies that costs incurred in creating a computer software product should be charged to expense when incurred, as research and development, until technological feasibility has been established for the product. Technological feasibility is established either by creating a detail program design or a tested working model. Judgment is required in determining when technological feasibility of a product is established. The company follows a standard process for developing software products. This process has five phases; selection, definition, development, delivery and general customer acceptability (GCA). When using proven technology, management believes that technological feasibility is established upon the completion of the definition phase (i.e. detail program design). When using newer technology, management believes that technological feasibility is established upon completion of the delivery phase (tested working model). Once technological feasibility has been established, software development costs are capitalized until the product is available for general release to customers (GCA). Software development costs consist primarily of payroll and benefits for both employees and outside contractors. Upon general release of a software product, amortization is determined based on the larger of the amounts computed using (a) the ratio that current gross revenues for each product bears to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product, ranging from three to seven years. LONG-LIVED ASSETS The company has completed numerous business combinations over the years. These business combinations result in the acquisition of intangible assets and the recognition of goodwill on the company's consolidated balance sheet. The company accounts for these assets under the provisions of SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill not be amortized, but instead tested for impairment at least annually. The statement also requires recognized intangible assets with finite useful lives to be amortized over their useful lives. Long-lived assets, goodwill and intangible assets are reviewed for impairment annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable from future cash flows. Future cash flows are forecasted based on management's estimates of future events and could be materially different from actual cash flows. If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its fair value. INCOME TAXES The company accounts for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes." The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the company's financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the company's financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the company's financial position or its results of operations. 13 PRINCIPAL CONTRACTUAL OBLIGATIONS
-------------------------------------------------------- Payments Due by Period -------------------------------------------------------- Less than More than Total 1 Year 1-3 Years 4-5 Years 5 Years ----------------------------------------------------------------------- Long-Term Debt Automotive Solutions $106,061 $ 6,061 $ 0 $100,000 $ 0 Financial Services $217,252 $36,733 $ 80,519 $ 50,000 $ 50,000 Operating Leases $ 39,196 $ 8,481 $ 12,467 $ 6,265 $ 11,983 Computer Services Agreement $134,435 $19,205 $ 38,410 $ 38,410 $ 38,410 ----------------------------------------------------------------------- Total Contractual Obligations $496,944 $70,480 $131,396 $194,675 $100,393 =======================================================================
Under terms of the May 2000, HAC Group, LLC purchase agreement, an additional $60,000 of purchase price was contingent on the operating results of the business purchased. Management does not believe that any payments will be required under this agreement, which expires in fiscal year 2003. PRINCIPAL COMMERCIAL COMMITMENTS
--------------------------------------------------------- Amount of Commitment Expiration Per Period --------------------------------------------------------- Total Amounts Less than More than Committed 1 Year 1-3 Years 4-5 Years 5 Years ---------------------------------------------------------------------- Line of credit $150,000 $150,000 Guarantee of nonconsolidated entity debt $ 23,000 $ 23,000 ---------------------------------------------------------------------- Total Commercial Commitments $173,000 $0 $173,000 $0 $0 ======================================================================
MARKET RISKS INTEREST RATES The Automotive Solutions portion of the business borrows money, as needed, primarily to fund business combinations. Generally the company borrows under fixed rate agreements with terms of ten years or less. During fiscal year 2002, the company entered into $100,000 of interest rate swap agreements that effectively converted 7% fixed rate debt into variable rate debt which averaged 4.3% in fiscal year 2003. These interest rate swap agreements were designated as fair value hedges. The Financial Services segment of the business, including Reyna Funding, L.L.C., an affiliate of the company, obtains borrowings to fund the investment in finance receivables. These fixed rate receivables generally have repayment terms of five years. The company funds finance receivables with debt that has repayment terms consistent with the maturities of the finance receivables. Generally the company attempts to lock in the interest spread on the fixed rate finance receivables by borrowing under fixed rate agreements or using interest rate management agreements to manage variable interest rate exposure. Management believes that over time it has reduced interest expense by using interest rate management agreements and variable rate debt instead of directly obtaining fixed rate debt. The company does not use financial instruments for trading purposes. During fiscal year 2002, Reyna Funding, L.L.C., an affiliate of the company, entered into $100,000 of interest rate swaps in connection with obtaining $100,000 of variable rate debt. See Note 7 to the Consolidated Financial Statements for additional discussion of interest rate management agreements. Because fixed rate finance receivables are primarily funded with fixed rate debt or its equivalent (variable rate debt that has been fixed with interest rate swaps), management believes that a one percentage point move in interest rates would not have a material effect on the company's financial statements. See Note 7 to the Consolidated Financial Statements for additional disclosures regarding the company's debt instruments and interest rate management agreements. 14 FOREIGN CURRENCY EXCHANGE RATES The company has foreign-based operations, primarily in Canada, which accounted for 6% of net sales and revenues in 2002. In the conduct of its foreign operations, the company has intercompany sales, expenses and loans between the U.S. and Canada and may receive dividends denominated in different currencies. These transactions expose the company to changes in foreign currency exchange rates. At September 30, 2002, the company had no foreign currency exchange contracts outstanding. Based on the company's overall foreign currency exchange rate exposure at September 30, 2002, management believes that a 10% change in currency rates would not have a material effect on the company's financial statements. ENVIRONMENTAL MATTERS See Note 13 to the Consolidated Financial Statements for a discussion of the company's environmental contingencies. ACCOUNTING STANDARDS See Note 15 to the Consolidated Financial Statements for a discussion of the effect of accounting standards that the company has not yet adopted. FACTORS THAT MAY AFFECT FUTURE RESULTS Certain statements in this Management's Discussion and Analysis of the Financial Condition and Results of Operations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management's judgment, beliefs, current trends and market conditions. Forward-looking statements made by the company may be identified by the use of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. See also the discussion of factors that may affect future results contained in the company's Current Report on Form 8-K filed with the SEC on August 11, 2000, which is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See "Market Risks" section in Management Discussion and Analysis (Part II, Item 7 of this report on page 14). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial information required by Item 8 is contained in Item 15 of Part IV (page 18) of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The name, age, background information and business experience for each of the company's directors and nominees are incorporated herein by reference to the section of the company's Proxy Statement for its 2003 Annual Meeting of Shareholders captioned "PROPOSAL I - ELECTION OF DIRECTORS." 15 EXECUTIVE OFFICERS OF THE COMPANY The executive officers of the company are elected by the Board of Directors at its meeting immediately following the Annual Meeting of Shareholders to serve generally for a term of one year. The executive officers of the company, as of December 2, 2002, are:
NAME AGE POSITION - ---- --- -------- Lloyd G. Waterhouse 51 Chief Executive Officer, Chairman and President Dale L. Medford 52 Executive Vice President and Chief Financial Officer, and Director Douglas M. Ventura 42 Vice President Business Development, General Counsel and Secretary Michael J. Gapinski 52 Treasurer and Assistant Secretary
A description of prior positions held by executive officers of the company within the past 5 years, to the extent applicable, is as follows: Mr. Waterhouse has been Chief Executive Officer, Chairman and President since January 2002; prior thereto President and Chief Executive Officer from November 2000 to January 2002; prior thereto President and Chief Operating Officer from May 1999 to November 2000; prior thereto General Manager of E-Business Services for IBM Corporation from July 1998 to May 1999; and prior thereto General Manager of Marketing & Business Development for IBM Global Services from 1996 to July 1998. Mr. Ventura has been Vice President Business Development, General Counsel and Secretary since June 2002; prior thereto Vice President Alliances and Acquisitions, General Counsel and Secretary from January 2002 to June 2002; prior thereto, General Counsel and Secretary from September 2000 to January 2002; prior thereto was Associate General Counsel and Assistant Secretary from September 1996 to September 2000. All other executive officers of the company have held their positions for at least 5 years. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Compliance with the filings required under Section 16(a) of the Securities Exchange Act of 1934 is herein incorporated by reference to the section of the company's Proxy Statement for its 2003 Annual Meeting of Shareholders captioned "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE." ITEM 11. EXECUTIVE COMPENSATION Information on compensation of the company's executive officers and directors is incorporated herein by reference to the section of the company's Proxy Statement for its 2003 Annual Meeting of Shareholders captioned "EXECUTIVE COMPENSATION." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The number of Common Shares of the company beneficially owned by each five percent shareholder, director or current nominee for director, officer and by all directors and officers as a group as of December 1, 2002 is incorporated herein by reference to the section of the company's Proxy Statement for its 2003 Annual Meeting of Shareholders captioned "STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT." The following table sets forth certain information regarding compensation plans under which the company's equity securities have been authorized for issuance. 16 EQUITY COMPENSATION PLAN INFORMATION (In thousands except per share data)
- ------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) - ------------------------------------------------------------------------------------------------------------------------ Plan Category Number of securities to Weighted-average Number of securities remaining be issued upon exercise exercise price of available for future issuance of outstanding options, outstanding options, under equity compensation plans warrants and rights warrants and rights (excluding securities reflected in column [a]) - ------------------------------------------------------------------------------------------------------------------------ Equity 7,632 20.00 3,308(1) compensation plans approved by shareholders - ------------------------------------------------------------------------------------------------------------------------ Equity compensation plans not 5,443 20.05 (2) approved by shareholders - ------------------------------------------------------------------------------------------------------------------------ TOTAL 13,075 20.02 3,308 - ------------------------------------------------------------------------------------------------------------------------
(1) The total number of Class A Common Shares ("Shares") authorized for issuance under the company's Stock Option Plan - 1995 (which was approved by the company's shareholders) is 1,000 Shares plus an amount each year equal to the lesser of (i) two percent of the company's total issued and outstanding Shares as of October 1 of each full or partial company fiscal year during which the plan is in effect beginning October 1, 1995 or (ii) 834. (2) The number of Class A Common Shares authorized for issuance under the company's 2001 Shares Plan (which was not approved by the company's shareholders) is determined on or about October 1 of each year by the company's board of directors in its sole discretion. The number of shares authorized for issuance during the year beginning October 1, 2002 was 984 shares. Following are the features of the equity compensation plans not approved by shareholders: 2001 SHARES PLAN On August 7, 2001, the company's board of directors approved the 2001 Shares Plan. The plan was not approved by our shareholders. The purpose of the plan is to provide employees with an additional incentive to contribute to the company's success and to assist it in attracting and retaining the best personnel. The plan provides for the granting of non-qualified stock options to full-time employees and part-time, benefits-eligible employees who are not eligible to participate in any other stock option plans. (The directors and key employees of the company participate in the Stock Option Plan - 1995, which was approved by our shareholders, and, therefore, they do not participate in this plan.) Pursuant to the plan, each year the Board of Directors determines the number of shares which may be issued upon the exercise of options to be granted on October 1 (or such other date determined by the Board) for the fiscal year under consideration. The 2001 Shares Committee, which consists of persons appointed by the Board who are not eligible to participate in the plan, has the authority to select the employees to receive stock options under the plan, determine the number of shares to be subject to the options granted, and determine the terms and conditions of the options granted including, without limitation, the option price. Each option is evidenced by an option certificate which sets forth the terms and conditions of the particular option as determined by the Committee. Unless the Committee determines otherwise, the exercise price per share subject to the option is the fair market value of our common stock on the date of grant, and the option is exercisable on and after the third anniversary of the date of grant provided that the employee has been continuously employed by us since the date of grant. Certain exceptions may be made by the Committee in the event the employee dies, retires or is terminated for reasons other than for cause. No option may have a term of more than ten years. The Committee has determined that for options granted on or after October 1, 2002, such options will be exercisable on and after the second anniversary (rather than the third anniversary) of the date of grant and that the term of such options will be seven years (rather than ten years). The plan expires on September 30, 2006 but may be earlier terminated or modified by the Committee or the Board of Directors, but no termination or modification of the plan or any option granted may adversely affect any stock option previously granted under the plan without the consent of the plan participant. 17 1996 SHARES PLAN On August 6, 1996, the board of directors adopted the 1996 Shares Plan. This plan was not approved by the company's shareholders. The terms of the plan are substantially similar to the terms of the 2001 Shares Plan described above. The plan expired on September 30, 2001. Accordingly, no new stock options may be granted under the plan. The options granted under the plan had a term of ten years. Therefore, options issued under the plan remain outstanding. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information concerning transactions with management, certain business relationships and indebtedness of management is incorporated herein by reference to the section of the company's Proxy Statement for its 2003 Annual Meeting of Shareholders captioned "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." ITEM 14. CONTROLS AND PROCEDURES Reynolds management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. PART IV (Dollars in thousands) ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) FINANCIAL STATEMENTS The following consolidated financial statements of the company are set forth on pages 31-54. Statements of Consolidated Income - For The Years Ended September 30, 2002, 2001 and 2000 Consolidated Balance Sheets - September 30, 2002 and 2001 Statements of Consolidated Shareholders' Equity and Comprehensive Income - For The Years Ended September 30, 2002, 2001 and 2000 Statements of Condensed Consolidated Cash Flows - For the Years Ended September 30, 2002, 2001 and 2000 Notes to Consolidated Financial Statements (Including Supplementary Data) (a) (2) FINANCIAL STATEMENT SCHEDULES FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2002 ARE ATTACHED HERETO: Schedule II Valuation Accounts Page 55 All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 18 (a) (3) EXHIBITS
- ------------------------------------------------------------------------------------------------------------ Exhibit No. Item - ------------------------------------------------------------------------------------------------------------ (3)(a) Amended Articles of Incorporation, Restatement effective February 9, 1995; incorporated by reference to Exhibit A of the company's definitive proxy statement dated January 5, 1995 filed with the Securities and Exchange Commission. - ------------------------------------------------------------------------------------------------------------ (3)(b) Amendment to Amended and Restated Articles of Incorporation, effective April 25, 1997; incorporated by reference to Exhibit 2 of the company's Form 8A/A dated October 20, 1998 filed with the Securities and Exchange Commission. - ------------------------------------------------------------------------------------------------------------ (3)(c) Amendment to Amended and Restated Articles of Incorporation, effective April 18, 2001; incorporated by reference to Exhibit (3)(c) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (3)(d) Amended and Restated Consolidated Code of Regulations; incorporated by reference to Exhibit A to the company's definitive proxy statement dated January 8, 2001 filed with the Securities and Exchange Commission. - ------------------------------------------------------------------------------------------------------------ (4)(a) Copies of the agreements relating to long-term debt, which are not required as exhibits to this Form 10-K, will be provided to the Securities and Exchange Commission upon request. - ------------------------------------------------------------------------------------------------------------ (4)(b) Amended and Restated Rights Agreement between The Reynolds and Reynolds Company and Mellon Investor Services, L.L.C. as Rights Agent dated as of December 1, 2001; incorporated by reference to Exhibit (4)(b) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (9) Not applicable. - ------------------------------------------------------------------------------------------------------------ (10)(c)* Amended and Restated Employment Agreement with Lloyd G. Waterhouse, as of December 1, 2001; incorporated by reference to Exhibit (10)(c) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(d)* Employment Agreement with Dale L. Medford dated as of May 7, 2001; incorporated by reference to Exhibit (10)(d) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(e)* Employment Agreement with Timothy J. Bailey dated as of December 1, 2001; incorporated by reference to Exhibit (10)(e) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(f)* Employment Agreement with Douglas M. Ventura dated as of December 1, 2001; incorporated by reference to Exhibit (10)(f) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(g)* Change in Control Agreement with Paul S. Guthrie dated as of June 28, 2002. - ------------------------------------------------------------------------------------------------------------ (10)(h)* Amended and Restated Employment Agreement with Robert C. Nevin dated as of February 1, 1997; incorporated by reference to Exhibit (10)(b) to Form 10-K for the fiscal year ended September 30, 1997. - ------------------------------------------------------------------------------------------------------------ (10)(i)* Employment Agreement with Rodney A. Hedeen dated February 1, 1997; incorporated by reference to Exhibit (10)(e) to Form 10-K for the fiscal year ended September 30, 1997. - ------------------------------------------------------------------------------------------------------------ (10)(j)* General form of Indemnification Agreement between the company and each of its directors dated as of August, 6, 2002. - ------------------------------------------------------------------------------------------------------------ (10)(k)* Amended and Restated Stock Option Plan -- 1989, effective November 13, 2001; incorporated by reference to Exhibit (10)(k) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(l)* Restated Stock Option Plan - 1995, effective November 13, 2001; incorporated by reference to Exhibit (10)(k) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(m)* 1996 Shares Plan, adopted August 6, 1996 and filed with the SEC as Exhibit 4(e) to Form S-8 filed on August 13, 1999. - ------------------------------------------------------------------------------------------------------------ (10)(n)* 2001 Shares Plan, adopted August 7, 2001 and filed with the SEC as Exhibit 4(g) to Form S-8 filed on October 1, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(o)* The Reynolds and Reynolds Company Supplemental Retirement Plan; incorporated by reference to Exhibit (10)(G) to Form 10-K for the fiscal year ended September 30, 1980. - ------------------------------------------------------------------------------------------------------------
19
- ------------------------------------------------------------------------------------------------------------ Exhibit No. Item - ------------------------------------------------------------------------------------------------------------ (10)(p)* The Reynolds and Reynolds Company Supplemental Retirement Plan; Amendment No. 2, adopted on August 17, 1982; incorporated by reference to Exhibit (10)(j) to Form 10-K for the fiscal year ended September 30, 1982. - ------------------------------------------------------------------------------------------------------------ (10)(q)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 3, adopted on August 16, 1983; incorporated by reference to Exhibit (10)(j) to Form 10-K for the fiscal year ended September 30, 1983. - ------------------------------------------------------------------------------------------------------------ (10)(r)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 4, adopted on November 6, 1984; incorporated by reference to Exhibit (10)(l) to Form 10-K for the fiscal year ended September 30, 1984. - ------------------------------------------------------------------------------------------------------------ (10)(s)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 5, adopted on May 13, 1985; incorporated by reference to Exhibit (10)(s) to Form 10-K for the fiscal year ended September 30, 1985. - ------------------------------------------------------------------------------------------------------------ (10)(t)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 6, adopted on February 11, 1986; incorporated by reference to Exhibit (10)(r) to Form 10-K for the fiscal year ended September 30, 1986. - ------------------------------------------------------------------------------------------------------------ (10)(u)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 7, adopted on August 12, 1986; incorporated by reference to Exhibit (10)(s) to Form 10-K for the fiscal year ended September 30, 1986. - ------------------------------------------------------------------------------------------------------------ (10)(v)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 8, adopted on February 10, 1987; incorporated by reference to Exhibit (10)(s) to Form 10-K for the fiscal year ended September 30, 1987. - ------------------------------------------------------------------------------------------------------------ (10)(w)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 9, adopted on August 11, 1987; incorporated by reference to Exhibit (10)(t) to Form 10-K for the fiscal year ended September 30, 1987. - ------------------------------------------------------------------------------------------------------------ (10)(x)* The Reynolds and Reynolds Company Supplemental Retirement Plan, Amendment No. 10, adopted on May 8, 1989; incorporated by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30, 1989. - ------------------------------------------------------------------------------------------------------------ (10)(y)* The Reynolds and Reynolds Company Restated Supplemental Retirement Plan adopted November 9, 1988; incorporated by reference to Exhibit (10)(ee) to Form 10-K for the fiscal year ended September 30, 1989. - ------------------------------------------------------------------------------------------------------------ (10)(z)* Resolution of the Board of Directors amending The Reynolds and Reynolds Company Supplemental Retirement Plan dated as of December 1, 1989; incorporated by reference to Exhibit (10)(ff) to Form 10-K for the fiscal year ended September 30, 1989. - ------------------------------------------------------------------------------------------------------------ (10)(aa)* Resolution of the Board of Directors amending The Reynolds and Reynolds Company Supplemental Retirement Plan (Amendment No. 1), dated as of November 13, 1990; incorporated by reference to Exhibit (10)(ff) to Form 10-K for the fiscal year ended September 30, 1990. - ------------------------------------------------------------------------------------------------------------ (10)(bb)* Resolution of the Board of Directors amending The Reynolds and Reynolds Company Supplemental Retirement Plan (Amendment No. 2), dated as of July 23, 1991; incorporated by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30, 1991. - ------------------------------------------------------------------------------------------------------------ (10)(cc)* The Reynolds and Reynolds Company Supplemental Retirement Plan Amendment No. 3, adopted August 8, 1995; incorporated by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30, 1995. - ------------------------------------------------------------------------------------------------------------ (10)(dd)* The Reynolds and Reynolds Company Supplemental Retirement Plan Amendment No. 4, adopted March 14, 1997; incorporated by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30, 1997. - ------------------------------------------------------------------------------------------------------------ (10)(ee)* The Reynolds and Reynolds Company Supplemental Retirement Plan Amendment No. 5, adopted November 12, 2001; incorporated by reference to Exhibit (10)(cc) to Form 10-K for the fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(ff)* Description of The Reynolds and Reynolds Company Annual Incentive Compensation Plan adopted as of October 1, 1986; incorporated by reference to Exhibit (10)(t) to Form 10-K for the fiscal year ended September 30, 1987. - ------------------------------------------------------------------------------------------------------------
20
- ------------------------------------------------------------------------------------------------------------ Exhibit No. Item - ------------------------------------------------------------------------------------------------------------ (10)(gg)* Description of The Reynolds and Reynolds Company Amended and Restated Annual Incentive Compensation Plan effective October 1, 1995; incorporated by reference to (10)(ff) to Form 10-K for the fiscal year ended September 30, 1995. - ------------------------------------------------------------------------------------------------------------ (10)(hh)* A performance-based incentive compensation plan for the Chief Executive Officer and those other officers permitted under Internal Revenue Code Section 162(m) incorporated by reference to Proposal II within the company's definitive proxy statement dated January 4, 2000 filed with the Securities and Exchange Commission. - ------------------------------------------------------------------------------------------------------------ (10)(ii)* The Reynolds and Reynolds Company Retirement Plan (formerly The Reynolds and Reynolds Company Salaried Retirement Plan) October 1, 1995 Restatement; incorporated by reference to Exhibit (10)(ii) to Form 10-K for the fiscal year ended September 30, 1995. - ------------------------------------------------------------------------------------------------------------ (10)(jj)* The Reynolds and Reynolds Company Retirement Plan (formerly The Reynolds and Reynolds Company Salaried Retirement Plan) October 1, 1995 Restatement Amendment No. 1, adopted December 19, 1996; incorporated by reference to Exhibit (10)(ii) to Form 10-K for the fiscal year ended September 30, 1997. - ------------------------------------------------------------------------------------------------------------ (10)(kk)* The Reynolds and Reynolds Company Retirement Plan (formerly The Reynolds and Reynolds Company Salaried Retirement Plan) October 1, 1995 Restatement Amendment No. 2, adopted August 11, 1997; incorporated by reference to Exhibit (10)(ii) to Form 10-K for the fiscal year ended September 30, 1997. - ------------------------------------------------------------------------------------------------------------ (10)(ll)* The Reynolds and Reynolds Company Retirement Plan (formerly The Reynolds and Reynolds Company Salaried Retirement Plan) October 1, 1995 Restatement Amendment No. 3, adopted September 22, 1998, as filed herewith; incorporated by reference to Exhibit (10)(oo) to Form 10-K for the fiscal year ended September 30, 1998. - ------------------------------------------------------------------------------------------------------------ (10)(mm)* General Form of Deferred Compensation Agreement between the company and each of the following officers: R. H. Grant, III, David R. Holmes and Dale L. Medford; incorporated by reference to Exhibit (10)(p) to Form 10-K for the fiscal year ended September 30, 1983. - ------------------------------------------------------------------------------------------------------------ (10)(nn)* Resolution of the Board of Directors and General Form of Amendment dated December 1, 1989 to the Deferred Compensation Agreements between the company and each of the following officers: David R. Holmes, Dale L. Medford and Daniel W. Dittman; incorporated by reference to Exhibit (10)(fff) to Form 10-K for the fiscal year ended September 30, 1989. - ------------------------------------------------------------------------------------------------------------ (10)(oo)* General Form of Collateral Assignment Split-Dollar Insurance Agreement and Policy and Non-Qualified Compensation and Disability Benefit Agreement between the company and each of the following officers: Michael J. Gapinski and Dale L. Medford; incorporated by reference to Exhibit (10)(dd) to Form 10-K for the fiscal year ended September 30, 1985. - ------------------------------------------------------------------------------------------------------------ (10)(pp)* Resolution of the Board of Directors and General Form of Amendment dated December 1, 1989 to the Non-Qualified Compensation and Disability Benefit between the company and each of the following officers: Michael J. Gapinski and Dale L. Medford; incorporated by reference to Exhibit (10)(hhh) to Form 10-K for the fiscal year ended September 30, 1989. - ------------------------------------------------------------------------------------------------------------ (10)(qq)* General Form of Non-Qualified Deferred Compensation and Disability Agreement between the Company and each of its officers effective December 1, 2001; incorporated by reference to Exhibit (10)(qq) of Form 10-K for fiscal year ended September 30, 2001. - ------------------------------------------------------------------------------------------------------------ (10)(rr) Agreement dated March 11, 1963, between the company and Richard H. Grant, Jr., restricting transfer of Class B Common Stock of the company; incorporated by reference to Exhibit 9 to Registration Statement No. 2-40237 on Form S-7. - ------------------------------------------------------------------------------------------------------------ (10)(ss) Amendment dated February 14, 1984 to Richard H. Grant, Jr.'s Agreement restricting transfer of Class B Common Stock of the company dated March 11, 1963; incorporated by reference to Exhibit (10)(u) to Form 10-K for the fiscal year ended September 30, 1984. - ------------------------------------------------------------------------------------------------------------ (11) Not applicable - ------------------------------------------------------------------------------------------------------------
21
- ------------------------------------------------------------------------------------------------------------ Exhibit No. Item - ------------------------------------------------------------------------------------------------------------ (12) Not applicable - ------------------------------------------------------------------------------------------------------------ (13) Not applicable - ------------------------------------------------------------------------------------------------------------ (18) Not applicable - ------------------------------------------------------------------------------------------------------------ (21) List of subsidiaries (See Page 80) - ------------------------------------------------------------------------------------------------------------ (22) Not applicable - ------------------------------------------------------------------------------------------------------------ (23) Consent of Independent Auditors (See Page 30) - ------------------------------------------------------------------------------------------------------------ (24) Not Applicable - ------------------------------------------------------------------------------------------------------------ (99.1) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. - ------------------------------------------------------------------------------------------------------------ (99.2) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. - ------------------------------------------------------------------------------------------------------------
* Contracts or compensatory plans or arrangements required to be filed as an exhibit to this form pursuant to Item 14(c) of this report. (b) REPORTS ON FORM 8-K During the quarter ended September 30, 2002, no reports on Form 8-K were filed. (c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K. Please refer to Part IV, Item 15(a)(3) beginning on page 19. (d) CONSOLIDATED FINANCIAL STATEMENTS Individual financial statements and schedules of the company's consolidated subsidiaries are omitted from this Annual Report on Form 10-K because consolidated financial statements and schedules are submitted and because the registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements are wholly owned. - -------------------------------------------------------------------------------- The Company provides free of charge access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other SEC filings, through our website, www.reyrey.com, as soon as reasonably practicable after such reports are electronically filed with the SEC. The Company will also provide free of charge a copy of its 2002 Annual Report to Shareholders upon written request to: DOUGLAS M. VENTURA, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY THE REYNOLDS AND REYNOLDS COMPANY P. O. BOX 2608 DAYTON, OHIO 45401 Or by calling: 1-888-4REYREY (473-9739) - -------------------------------------------------------------------------------- 22 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. THE REYNOLDS AND REYNOLDS COMPANY By /s/ DOUGLAS M. VENTURA --------------------------------------------------- DOUGLAS M. VENTURA Vice President, General Counsel and Secretary Date: December 13, 2002 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. Date: December 13, 2002 By /s/ LLOYD G. WATERHOUSE --------------------------------------------------- LLOYD G. WATERHOUSE Chief Executive Officer, Chairman and President (Principal Executive Officer) Date: December 13, 2002 By /s/ DALE L. MEDFORD --------------------------------------------------- DALE L. MEDFORD Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director Date: December 13, 2002 By /s/ JAMES L. ARTHUR --------------------------------------------------- JAMES L. ARTHUR, Director Date: December 13, 2002 By /s/ STEPHANIE W. BERGERON --------------------------------------------------- STEPHANIE W. BERGERON, Director Date: December 13, 2002 By /s/ DR. DAVID E. FRY --------------------------------------------------- DR. DAVID E. FRY, Director 23 Date: December 13, 2002 By /s/ RICHARD H. GRANT, III --------------------------------------------------- RICHARD H. GRANT, III, Director Date: December 13, 2002 By /s/ IRA D. HALL --------------------------------------------------- IRA D. HALL, Director Date: December 13, 2002 By /s/ CLEVE L. KILLINGSWORTH, JR., --------------------------------------------------- CLEVE L. KILLINGSWORTH, JR. Director Date: December 13, 2002 By /s/ EUSTACE W. MITA --------------------------------------------------- EUSTACE W. MITA, Director Date: December 13, 2002 By /s/ PHILIP A. ODEEN --------------------------------------------------- PHILIP A. ODEEN, Director Date: December 13, 2002 By /s/ DONALD K. PETERSON --------------------------------------------------- DONALD K. PETERSON, Director 24 CERTIFICATION I, Lloyd G. Waterhouse, principal executive officer, certify that: 1. I have reviewed this annual report on Form 10-K of The Reynolds and Reynolds Company. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date December 13, 2002 /s/ Lloyd G. Waterhouse -------------------- ----------------------------------------------- Lloyd G. Waterhouse Chief Executive Officer, Chairman and President 25 CERTIFICATION I, Dale L. Medford, principal financial officer, certify that: 1. I have reviewed this annual report on Form 10-K of The Reynolds and Reynolds Company. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date December 13, 2002 /s/ Dale L. Medford -------------------- ----------------------------------------------- Dale L. Medford Executive Vice President and Chief Financial Officer 26 ANNUAL REPORT ON FORM 10-K ITEM 14(a)(1) and (2); 14(c) and (d) Financial Statements, Schedules and Exhibits Year Ended September 30, 2002 The Reynolds and Reynolds Company Dayton, Ohio 27 MANAGEMENT'S STATEMENT OF RESPONSIBILITY To Our Shareholders: The management of The Reynolds and Reynolds Company is responsible for accurately and objectively preparing the company's consolidated financial statements. These statements are prepared in accordance with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes that the financial information in this annual report is free from material misstatement. The company's management maintains an environment of multilevel controls. The Company Business Principles, for example, is distributed to all employees and communicates high standards of integrity that are expected in the company's day-to-day business activities. The Company Business Principles addresses a broad range of issues including potential conflicts of interest, business relationships, accurate and timely reporting of financial information, confidentiality of proprietary information, insider trading and social responsibility. The company also maintains and monitors a system of internal controls designed to provide reasonable assurances regarding the safeguarding of company assets and the integrity and reliability of financial records. These internal controls include the appropriate segregation of duties and the application of formal policies and procedures. Furthermore, an internal audit department, which has access to all financial and other corporate records, regularly performs tests to evaluate the system of internal controls to ensure the system is adequate and operating effectively. At the date of these financial statements, management believes the company has an effective internal control system. The company's independent auditors, Deloitte & Touche LLP, perform an independent audit of the company's consolidated financial statements. They have access to minutes of board meetings, all financial information and other corporate records. Their audit is conducted in accordance with auditing standards generally accepted in the United States of America and includes consideration of the system of internal controls. Their report is included in this annual report. Another level of control resides with the audit committee of the company's board of directors. The committee, comprised of five directors who are not members of management, oversees the company's financial reporting process. They recommend to the board, subject to shareholder approval, the selection of the company's independent auditors. They discuss the overall audit scope and the specific audit plans with the independent auditors and the internal auditors. This committee also meets regularly (separately and jointly) with the independent auditors, the internal auditors and management to discuss the results of those audits, the evaluation of internal controls, the quality of financial reporting and specific accounting and reporting issues. Lloyd G. "Buzz" Waterhouse Dale L. Medford Chief Executive Officer, Chairman and President Executive Vice President and Chief Financial Officer 28 INDEPENDENT AUDITORS' REPORT To the Shareholders of The Reynolds and Reynolds Company: We have audited the accompanying consolidated balance sheets of The Reynolds and Reynolds Company and its subsidiaries as of September 30, 2002 and 2001, and the related statements of consolidated income, shareholders' equity and comprehensive income, and cash flows for each of the three years in the period ended September 30, 2002. Our audits also included the financial statement schedule included as Item 14(a)(2). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Reynolds and Reynolds Company and its subsidiaries at September 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2002, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 14 to the financial statements, in 2002, the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142. DELOITTE & TOUCHE LLP Dayton, Ohio November 12, 2002 29 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in The Reynolds and Reynolds Company (1) Registration Statement No. 33-56045 on Form S-8, (2) Post-Effective Amendment No. 1 to Registration Statement No. 333-12681 on Form S-8, (3) Registration Statement No. 333-16583 on Form S-3, (4) Registration Statement No. 333-18585 on Form S-3, (5) Registration Statement No. 333-41983 on Form S-3, (6) Registration Statement No. 333-41985 on Form S-3, (7) Post-Effective Amendment No. 1 to Registration Statement No. 33-51895 on Form S-3, (8) Post-Effective Amendment No. 1 to Registration Statement No. 33-58877 on Form S-3, (9) Pre-Effective Amendment No. 1 to Registration Statement No. 33-61725 on Form S-3, (10) Registration Statement No. 33-59615 on Form S-3, (11) Registration Statement No. 33-59617 on Form S-3, (12) Registration Statement No. 333-12967 on Form S-3, (13) Registration Statement No. 333-72639 on Form S-3, (14) Registration Statement No. 333-85177 on Form S-8, (15) Registration Statement No. 333-85179 on Form S-8, (16) Registration Statement No. 333-85551 on Form S-8, (17) Registration Statement No. 333-94687 on Form S-3, (18) Registration Statement No. 333-30090 on Form S-8, (19) Registration Statement No. 333-53798 on Form S-3, (20) Registration Statement No. 333-57272 on Form S-8, (21) Registration Statement No. 333-70630 on Form S-8, and (22) Registration Statement No. 333-86780 on Form S-8 of our report dated November 12, 2002, appearing in this Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year ended September 30, 2002, and to the reference to Deloitte & Touche LLP under the heading "Experts" in the respective Prospectuses, which is part of each of the above Registration Statements. DELOITTE & TOUCHE LLP Dayton, Ohio December 13, 2002 30 STATEMENTS OF CONSOLIDATED INCOME (In thousands except per share data)
For The Years Ended September 30 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------ Net Sales and Revenues Services $604,191 $ 600,681 $535,372 Products 346,483 361,413 379,109 Financial services 41,709 41,918 40,206 -------- ---------- -------- Total net sales and revenues 992,383 1,004,012 954,687 -------- ---------- -------- Cost of sales Services 211,014 220,721 203,311 Products 192,077 203,933 212,433 Financial services 10,645 13,258 14,224 -------- ---------- -------- Total cost of sales 413,736 437,912 429,968 -------- ---------- -------- Gross profit 578,647 566,100 524,719 Selling, general and administrative expenses 400,120 394,368 358,950 Restructuring charges 10,560 -------- ---------- -------- Operating Income 178,527 171,732 155,209 -------- ---------- -------- Other Charges (Income) Interest expense 4,126 5,303 7,441 Interest income (3,848) (7,818) (6,736) Equity in net losses of affiliated companies 13,201 13,019 4,416 Other - net 100 (1,296) (54) -------- ---------- -------- Total other charges 13,579 9,208 5,067 -------- ---------- -------- Income Before Income Taxes 164,948 162,524 150,142 Income Taxes 49,396 64,590 61,702 -------- ---------- -------- Income from Continuing Operations 115,552 97,934 88,440 Income from Discontinued Operations 1,623 28,156 -------- ---------- -------- Income Before Cumulative Effect of Accounting Change 115,552 99,557 116,596 Cumulative Effect of Accounting Change (36,563) -------- ---------- -------- Net Income $ 78,989 $ 99,557 $116,596 ======== ========== ======== Basic Earnings Per Common Share Income from continuing operations $ 1.63 $ 1.34 $ 1.14 Income from discontinued operations $ .02 $ .36 Income before cumulative effect of accounting change $ 1.63 $ 1.36 $ 1.50 Cumulative effect of accounting change ($.52) Net income $ 1.12 $ 1.36 $ 1.50 Average number of common shares outstanding 70,692 73,183 77,474 Diluted Earnings Per Common Share Income from continuing operations $ 1.58 $ 1.31 $ 1.11 Income from discontinued operations $ .02 $ .35 Income before cumulative effect of accounting change $ 1.58 $ 1.33 $ 1.47 Cumulative effect of accounting change ($.50) Net income $ 1.08 $ 1.33 $ 1.47 Average number of common shares and equivalents outstanding 73,357 74,919 79,499
See Notes to Consolidated Financial Statements. 31 CONSOLIDATED BALANCE SHEETS (In thousands)
September 30 2002 2001 - --------------------------------------------------------------------------- AUTOMOTIVE SOLUTIONS ASSETS --------------------------- Current Assets Cash and equivalents $ 155,295 $ 110,511 ---------- ---------- Accounts receivable (less allowance for doubtful accounts: 2002--$4,902; 2001--$3,662) 117,471 124,954 ---------- ---------- Inventories Finished products 12,539 10,271 Work in process 365 398 Raw materials and supplies 163 177 ---------- ---------- Total inventories 13,067 10,846 ---------- ---------- Deferred income taxes 15,575 24,348 ---------- ---------- Prepaid expenses and other assets 16,395 16,465 ---------- ---------- Total current assets 317,803 287,124 ---------- ---------- Property, Plant and Equipment Land and improvements 15,641 9,921 Buildings and improvements 109,809 64,668 Computer equipment 105,255 135,256 Machinery and equipment 40,666 42,004 Furniture and other 42,883 34,405 Construction in progress 6,377 51,859 ---------- ---------- Total property, plant and equipment 320,631 338,113 Less accumulated depreciation 159,558 179,062 ---------- ---------- Net property, plant and equipment 161,073 159,051 ---------- ---------- Intangible Assets Goodwill 28,999 34,663 Software licensed to customers 81,557 59,690 Acquired intangible assets 44,366 102,018 Other 3,382 5,244 ---------- ---------- Total intangible assets 158,304 201,615 ---------- ---------- Other Assets 92,380 84,283 ---------- ---------- Total Automotive Solutions Assets 729,560 732,073 ---------- ---------- FINANCIAL SERVICES ASSETS ------------------------- Cash 635 441 Finance Receivables 406,160 421,370 Other Assets 810 523 ---------- ---------- Total Financial Services Assets 407,605 422,334 ---------- ---------- TOTAL ASSETS $1,137,165 $1,154,407 ========== ==========
September 30 2002 2001 - -------------------------------------------------------------------------- AUTOMOTIVE SOLUTIONS LIABILITIES -------------------------------- Current Liabilities Current portion of long-term debt $ 6,061 $ 6,061 Accounts payable Trade 41,186 41,258 Other 3,958 3,380 Accrued liabilities Compensation and related items 52,599 43,321 Income taxes 316 19,018 Other 28,945 28,519 Deferred revenues 24,404 18,362 ---------- ---------- Total current liabilities 157,469 159,919 ---------- ---------- Long-Term Debt 107,408 105,805 ---------- ---------- Other Liabilities Pensions 49,932 56,192 Postretirement medical 43,471 42,742 Other 3,085 5,066 ---------- ---------- Total other liabilities 96,488 104,000 ---------- ---------- Total Automotive Solutions Liabilities 361,365 369,724 ---------- ---------- FINANCIAL SERVICES LIABILITIES ------------------------------ Notes Payable 217,252 203,512 Deferred Income Taxes 94,543 96,812 Other Liabilities 8,979 7,576 ---------- ---------- Total Financial Services Liabilities 320,774 307,900 ---------- ---------- SHAREHOLDERS' EQUITY -------------------- Capital Stock Preferred Class A common 216,518 167,356 Class B common 500 625 Other Comprehensive Losses (14,234) (9,547) Retained Earnings 252,242 318,349 ---------- ---------- Total Shareholders' Equity 455,026 476,783 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,137,165 $1,154,407 ========== ==========
See Notes to Consolidated Financial Statements. 32 STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (In thousands except per share data)
For The Years Ended September 30 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------ Capital Stock Class A common Balance, beginning of year $167,356 $124,247 $ 78,598 Capital stock issued 51,106 44,455 46,842 Converted from Class B common 125 Capital stock repurchased (11,374) (10,968) (5,653) Capital stock retired (951) (459) (808) Tax benefits from stock options 10,256 10,081 5,268 -------- -------- -------- Balance, end of year 216,518 167,356 124,247 -------- -------- -------- Class B common Balance, beginning of year 625 625 625 Converted to Class A common (125) -------- -------- -------- Balance, end of year 500 625 625 -------- -------- -------- Other Comprehensive Income (Losses) Balance, beginning of year (9,547) (7,139) (9,448) Foreign currency translation (186) (1,591) (645) Minimum pension liability (3,679) 847 2,954 Cumulative effect of accounting change 15 Net unrealized losses on derivative contracts (822) (1,679) -------- -------- -------- Balance, end of year (14,234) (9,547) (7,139) -------- -------- -------- Retained Earnings Balance, beginning of year 318,349 380,761 393,660 Net income 78,989 99,557 116,596 Cash dividends Class A common (2002--$.44 per share; 2001--$.44 per share; 2000--$.44 per share) (30,715) (31,681) (33,690) Class B common (2002--$.022 per share; 2001--$.022 per share; 2000--$.022 per share) (374) (440) (440) Capital stock repurchased (114,007) (129,848) (95,365) -------- -------- -------- Balance, end of year 252,242 318,349 380,761 -------- -------- -------- Total Shareholders' Equity $455,026 $476,783 $498,494 ======== ======== ======== Comprehensive Income Net income $ 78,989 $ 99,557 $116,596 Foreign currency translation (186) (1,591) (645) Minimum pension liability (3,679) 847 2,954 Cumulative effect of accounting change 15 Net unrealized losses on derivative contracts (822) (1,679) -------- -------- -------- Total comprehensive income $ 74,302 $ 97,149 $118,905 ======== ======== ========
See Notes to Consolidated Financial Statements. 33 STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (In thousands)
For The Years Ended September 30 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------ AUTOMOTIVE SOLUTIONS Cash Flows Provided by Operating Activities $ 158,071 $ 165,548 $ 118,948 --------- --------- --------- Cash Flows Provided by (Used for) Investing Activities Business combinations (5,971) (12,008) (101,635) Capital expenditures (37,067) (51,383) (65,677) Net proceeds from sales of assets 9,674 3,770 9,157 Capitalization of software licensed to customers (20,370) (20,310) (20,258) Repayments from (advances to) financial services 53,817 (4,321) 13,051 --------- --------- --------- Net cash provided by (used for) investing activities 83 (84,252) (165,362) --------- --------- --------- Cash Flows Provided by (Used for) Financing Activities Principal payments on debt (6,869) (7,930) (61,036) Cash dividends paid (31,089) (32,121) (34,130) Capital stock issued 50,155 43,996 16,786 Capital stock repurchased (125,381) (140,816) (101,018) --------- --------- --------- Net cash used for financing activities (113,184) (136,871) (179,398) --------- --------- --------- Effect of Exchange Rate Changes on Cash (186) (1,591) (645) --------- --------- --------- Net Cash Provided by (Used for) Discontinued Operations (37,778) 328,317 --------- --------- --------- Increase (Decrease) in Cash and Equivalents 44,784 (94,944) 101,860 Cash and Equivalents, Beginning of Year 110,511 205,455 103,595 --------- --------- --------- Cash and Equivalents, End of Year $ 155,295 $ 110,511 $ 205,455 ========= ========= ========= FINANCIAL SERVICES Cash Flows Provided by Operating Activities $ 19,457 $ 14,019 $ 20,858 --------- --------- --------- Cash Flows Provided by (Used for) Investing Activities Finance receivables originated (154,250) (178,268) (132,633) Collections on finance receivables 175,064 168,577 131,854 --------- --------- --------- Net cash provided (used for) investing activities 20,814 (9,691) (779) --------- --------- --------- Cash Flows Provided by (Used for) Financing Activities Additional borrowings 100,000 78,813 63,887 Principal payments on debt (86,260) (87,477) (71,134) Advances from (repayments to) automotive solutions (53,817) 4,321 (13,051) --------- --------- --------- Net cash used for financing activities (40,077) (4,343) (20,298) --------- --------- --------- Increase (Decrease) in Cash and Equivalents 194 (15) (219) Cash and Equivalents, Beginning of Year 441 456 675 --------- --------- --------- Cash and Equivalents, End of Year $ 635 $ 441 $ 456 ========= ========= =========
See Notes to Consolidated Financial Statements. 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands except per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION The consolidated financial statements include the accounts of the parent company and its domestic and foreign subsidiaries and present details of revenues, expenses, assets, liabilities and cash flows for both Automotive Solutions and Financial Services. Automotive Solutions is comprised of the company's Software Solutions, Transformation Solutions and Documents segments. Financial Services is comprised of Reyna Capital Corporation, Reyna Funding, L.L.C. and a similar operation in Canada. In accordance with industry practice, the assets and liabilities of Automotive Solutions are classified as current or noncurrent and those of Financial Services are unclassified. Intercompany balances and transactions are eliminated. USE OF ESTIMATES The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. The use of estimates and judgments may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. CASH AND EQUIVALENTS For purposes of reporting cash flows, cash and equivalents includes cash on hand, cash deposits and investments with maturities of three months or less at the time of purchase. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of cash, cash equivalents and accounts receivable approximate fair value because of the relatively short maturity of these financial instruments. Fair values of debt and interest rate management agreements are based on quoted prices for financial instruments with the same remaining maturities. CONCENTRATIONS OF CREDIT RISK The company is a leading provider of information management systems and services to automotive retailers. Substantially all finance receivables and accounts receivable are from automotive retailers. ALLOWANCE FOR DOUBTFUL ACCOUNTS An allowance for doubtful accounts on accounts receivable and finance receivables is established based on historical loss experience, aging of accounts and current customer and economic conditions. Receivables are charged to the allowance for doubtful accounts when an account is deemed to be uncollectible, taking into consideration the financial condition of the customer and the value of any collateral. Recoveries of receivables, previously charged off as uncollectible, are credited to the allowance for doubtful accounts. INVENTORIES Inventories are stated at the lower of cost or market. Costs of business forms inventories are determined by the last-in, first-out (LIFO) method. At September 30, 2002 and 2001, LIFO inventories were $4,439 and $4,634, respectively. These inventories determined by the first-in, first-out (FIFO) method would increase by $3,539 in 2002 and $3,784 in 2001. For other inventories, comprised primarily of computer equipment, cost is determined by specific identification or the FIFO method. Market is based on net realizable value. 35 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Depreciation and amortization are provided over the estimated useful service lives of the assets or asset groups, principally on the straight-line method for financial reporting purposes. Estimated asset lives are:
Years - ---------------------------------------------------------------------- Land improvements 10 Buildings and improvements 3--33 Computer equipment 3-- 5 Machinery and equipment 3--20 Furniture and other 3--15
SOFTWARE LICENSED TO CUSTOMERS The company capitalizes certain costs of developing its software products in accordance with Statement of Financial Accounting Standards (SFAS) No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed." SFAS No. 86 specifies that costs incurred in creating a computer software product should be charged to expense when incurred, as research and development, until technological feasibility has been established for the product. Technological feasibility is established either by creating a detail program design or a tested working model. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers. Upon general release of a software product to customers, amortization is determined based on the larger of the amounts computed using (a) the ratio that current gross revenues for each product bears to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product, ranging from three to seven years. Amortization expense for software licensed to customers was $403 in 2002, $1,967 in 2001 and $1,105 in 2000. September 30, 2002 and 2001, accumulated amortization was $33,933 and $48,032, respectively. During 2002, the company disposed of $14,502 of fully amortized software. GOODWILL The company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," effective October 1, 2001. SFAS No. 142 requires that goodwill no longer be amortized, but instead tested for impairment at least annually. See Note 14 for additional information. The excess of cost over net assets of companies acquired is recorded as goodwill and had been amortized on a straight-line basis over five to twenty years. Amortization expense was $7,122 in 2001 and $7,003 in 2000. At September 30, 2002 and 2001, accumulated amortization was $53,760 and $51,344, respectively. LONG-LIVED ASSETS Long-lived assets, goodwill and intangible assets are reviewed for impairment annually or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable from undiscounted future cash flows. If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the asset exceeds its fair value. EQUITY INVESTMENT During March 2002, the company sold its shares of Kalamazoo Computer Group plc of the United Kingdom for cash of $1,636 and recorded a net gain of $103. The company recorded a loss of $12,274, included with equity in net losses of affiliated companies on the statement of consolidated income, and income tax benefits of $12,377 related to the sale of these shares, included in the provision for income taxes on the statement of consolidated income. The company recorded losses of $7,718 in 2001 and $4,362 in 2000, representing amortization of the intangible assets and its share of Kalamazoo's net losses. 36 REVENUE RECOGNITION AUTOMOTIVE SOLUTIONS Sales of computer hardware and business forms products are recorded when title passes upon shipment to customers. Revenues from software license fees are accounted for in accordance with American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, "Software Revenue Recognition." The company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. Service revenues, which include computer hardware maintenance, software support, training, consulting and Web hosting are recorded ratably over the contract period or as services are performed. The application of SOP 97-2 requires judgment, including whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence of fair value exists for those elements. Software revenues which do not meet the criteria set forth in Emerging Issues Task Force (EITF) Issue No. 00-3, "Application of AICPA SOP 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity's Hardware," are recorded ratably over the contract period as services are provided. FINANCIAL SERVICES Financial Services revenues consist primarily of interest earned on financing the company's computer systems sales. Revenues are recognized over the lives of financing contracts, generally five years, using the interest method. LEASE OBLIGATIONS The company leases premises and equipment under operating lease agreements. Certain of these leases contain renewal and purchase options and residual value guarantees. As of September 30, 2002, future minimum lease payments relating to operating lease agreements were $39,196 with annual payments of $8,481 in 2003, $7,053 in 2004, $5,414 in 2005, $3,549 in 2006 and $2,716 in 2007. Rental expenses were $21,814 in 2002, $24,939 in 2001 and $25,188 in 2000. COMMITMENTS In 1997, the company entered into an agreement with a trust for the construction and lease of an office building near Dayton, Ohio. This lease is accounted for as an operating lease for financial reporting purposes. Accordingly, neither the asset nor the related liability is reported on the company's balance sheets. The company has guaranteed 80% of the trust's debt related to the construction of the building. At the end of the lease term in August 2004, the company may either purchase the building for $28,800 or sell the building on behalf of the lessor. If the building is sold and the proceeds from the sale are insufficient to repay the investors, the company may be required to make a payment to the lessor of up to 80% of the building's cost. Based on appraised values, management does not believe any additional payments will be required at the termination of the lease. During 2001, the company entered into an agreement to outsource certain computer services such as desktop and network services through fiscal year 2009. This agreement requires annual payments of about $20,000. RESEARCH AND DEVELOPMENT COSTS The company expenses research and development costs as incurred. These costs, primarily representing software development costs, were $68,000 in 2002, $71,000 in 2001 and $76,000 in 2000. INCOME TAXES The parent company and its domestic subsidiaries file a consolidated U.S. federal income tax return. No deferred income tax liabilities are recorded on undistributed earnings of the foreign subsidiary because, for the most part, those earnings are permanently reinvested. Undistributed earnings of the foreign subsidiaries at September 30, 2002, were $20,520. The calculation of the unrecognized deferred income tax liability on these earnings is not practicable. 37 EARNINGS PER COMMON SHARE Basic earnings per common share (EPS) is computed by dividing income by the weighted average number of common shares outstanding during the year. Diluted EPS is computed by dividing income by the weighted average number of common shares and common share equivalents outstanding during each year. The weighted average number of common shares outstanding assumed that Class B common shares were converted into Class A common shares. The company's common share equivalents represent the effect of employee stock options.
2002 2001 2000 - ------------------------------------------------------------------------------------------------ Average number of common shares outstanding (used to determine basic EPS) 70,692 73,183 77,474 Effect of employee stock options 2,665 1,736 2,025 ------ ------ ------ Average number of common shares and equivalents outstanding (used to determine diluted EPS) 73,357 74,919 79,499 ====== ====== ======
Employee stock options outstanding to purchase 614 shares in 2002, 3,705 shares in 2001 and 4,092 shares in 2000 were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive. RECLASSIFICATIONS Certain reclassifications were made to prior years' consolidated financial statements to conform with the presentation used in 2002. 2. DISCONTINUED OPERATIONS During the second quarter of fiscal year 2001, the company recorded income from discontinued operations of $1,623. Income from discontinued operations included about $.01 per share from the collection of notes receivable obtained in the October 1998 sale of the Healthcare Systems segment and about $.01 per share from tax benefits related to the August 2000 sale of the Information Solutions segment. On August 4, 2000, the company sold the net assets of its Information Solutions segment to The Carlyle Group for cash of $360,000. An after-tax gain of $10,853 (net of income taxes of $31,181) or $.14 per diluted share and income from operations of $17,303 (net of $13,022 of income taxes) were recorded as discontinued operations in 2000. The Information Solutions segment manufactured and distributed printed business forms and provided forms management services to general business markets. 3. RESTRUCTURING CHARGES In the fourth quarter of fiscal year 2000, the company completed the sale of the Information Solutions segment and approved a plan for restructuring the rest of the company. The company recorded a pretax restructuring charge of $10,560. This charge consisted of $4,751 of employee termination benefits, $4,715 of retirement costs and $1,094 of lease obligations. During 2001, this restructuring was completed and the costs incurred approximated those originally accrued. 38 4. BUSINESS COMBINATIONS In August 2002, the company purchased BoatVentures.com Corporation, a provider of Web-based applications and education processes to boat, power sports and recreational vehicle retailers and manufacturers. Privately-held BoatVentures had revenues of about $1,000 in 2001. The purchase price of $5,971 was paid with cash from existing balances. This business combination was accounted for as a purchase and the accounts of BoatVentures were included in the company's financial statements since the acquisition date. In connection with this business combination the company recorded goodwill of $743 based on the preliminary allocation of the purchase price. BoatVentures was previously partially owned by a member of the company's board of directors and an officer of the company. The company obtained an independent fairness opinion on the purchase price and approval of the company's board of directors prior to consummating this transaction. In November 2000, the company purchased eCustomerCentric Solutions, Inc., a.k.a. DealerKid, a provider of electronic customer marketing and relationship management software and services for automotive retailers in the United States and Canada. Privately-held DealerKid had revenues of about $2,000 in 2000. The purchase price of $10,452 was paid with $9,758 of cash from existing balances and the issuance of a $694 note payable. This business combination was accounted for as a purchase and the accounts of DealerKid were included in the company's financial statements since the acquisition date. In connection with this business combination the company recorded goodwill of $11,307. In May 2000, the company purchased the outstanding membership interests of HAC Group, LLC, the leading provider of learning, customer relationship management and Web services to automobile retailers and manufacturers. The privately-held HAC Group had revenues of $65,000 in 1999. The purchase price of $124,660 consisted of $97,460 of cash and the issuance of 1,222 restricted Class A common shares. The issuance of capital stock was considered a noncash transaction for accounting purposes and was not included in the statements of cash flows. This business combination was accounted for as a purchase and the accounts of HAC Group were included in the company's financial statements since the acquisition date. Under terms of the purchase agreement, the company may be required to make additional cash payments over the next year of up to $60,000, contingent on the operating results of the business purchased. In May 2000, the company and other industry partners formed a new independent company, named ChoiceParts, LLC, to develop an electronic parts exchange for the automotive parts market. The company contributed its existing parts locator business, which had annual revenues of nearly $12,000 and in-process software development of a Web based parts locator product, to ChoiceParts in exchange for a minority equity interest, consisting of both common and preferred interests. The company also made a capital contribution to ChoiceParts of $1,675. This investment is accounted for under the equity method and the carrying value is included with other assets in the company's consolidated balance sheets. The company recorded losses of $709 in 2002, $4,191 in 2001 and $959 in 2000. These losses were recorded as equity in net losses of affiliated companies in the statements of consolidated income. Under the terms of certain purchase agreements, the company may be required to make additional payments over the next year, contingent on the operating results of the businesses purchased. The effect of contingent arrangements reduced goodwill $728 in 2001 and increased goodwill $728 in 2000. COMPONENTS OF PURCHASE PRICES
2002 2001 2000 - -------------------------------------------------------------------------------------------------- Cash (net of cash and equivalents acquired) $5,971 $12,008 $101,635 Capital stock issued (1,222 shares) 27,200 Note payable issued 694 Contingent payments made Capital stock issued 2000 - 109 shares 2,048 ------ -------- -------- Totals $5,971 $12,702 $130,883 ====== ======= ========
39 5. INCOME TAXES PROVISION FOR INCOME TAXES
2002 2001 2000 - ----------------------------------------------------------------------------------------- Current Federal $28,677 $50,055 $47,831 State and local (2,626) 8,543 8,598 Foreign 1,600 1,502 1,695 Deferred 21,745 4,490 3,578 ------- ------- ------- Provision for income taxes $49,396 $64,590 $61,702 ======= ======= ======= Income taxes paid (net of refunds) $22,321 $56,404 $72,651 ======= ======= =======
RECONCILIATION OF INCOME TAX RATES
2002 2001 2000 AMOUNT PERCENT Amount Percent Amount Percent - -------------------------------------------------------------------------------------------------------------------- Statutory federal income taxes $57,732 35.0% $56,884 35.0% $52,550 35.0% State and local taxes less federal income tax effect 6,584 4.0 6,611 4.1 5,840 3.9 State tax benefits less federal income tax effect (5,872) (3.6) Sale of Kalamazoo shares (7,746) (4.7) Goodwill amortization 1,199 .7 1,924 1.3 Other (1,302) (.8) (104) (.1) 1,388 .9 ------- ----- ------- ----- ------- ----- Provision for income taxes $49,396 29.9% $64,590 39.7% $61,702 41.1% ======= ===== ======= ===== ======= =====
In fiscal year 2002, the company settled a state income tax audit and filed amended returns in a number of states to correct the apportionment and allocation of taxable income. AUTOMOTIVE SOLUTIONS DEFERRED INCOME TAX ASSETS (LIABILITIES)
September 30 2002 2001 - ------------------------------------------------------------------------------------------------------------------ Deferred income tax assets Postretirement medical $18,290 $18,280 Pensions 22,107 24,550 Receivables allowances 5,825 4,491 Other 13,628 21,375 Deferred income tax liabilities Depreciation and amortization (9,296) (21,833) Other (3,508) (1,896) ------- ------- Totals 47,046 44,967 Current 15,575 24,348 ------- ------- Noncurrent $31,471 $20,619 ======= =======
FINANCIAL SERVICES DEFERRED INCOME TAX LIABILITIES Financial Services deferred income tax liabilities resulted from temporary differences from financing the company's computer systems sales. 40 6. FINANCIAL SERVICES INCOME SUMMARY
2002 2001 2000 - ---------------------------------------------------------------------------------------------------------------- Revenues $ 41,709 $ 41,918 $ 40,206 Cost of sales - interest expense 10,645 13,258 14,224 -------- -------- -------- Gross profit 31,064 28,660 25,982 Selling, general and administrative expenses 8,073 5,005 4,987 -------- -------- -------- Operating income $ 22,991 $ 23,655 $20,995 ======== ======== ========
FINANCE RECEIVABLES
September 30 2002 2001 - ---------------------------------------------------------------------------------------------------------------- Product financing receivables $ 442,069 $ 462,950 Unguaranteed residual values 38,370 40,434 Allowance for doubtful accounts (6,184) (5,956) Unearned interest income (70,659) (78,939) Other 2,564 2,881 --------- --------- Totals $ 406,160 $ 421,370 ========= =========
As of September 30, 2002, product financing receivables due for each of the next five years were $171,770 in 2003, $125,888 in 2004, $80,978 in 2005, $45,333 in 2006 and $17,803 in 2007. ALLOWANCE FOR DOUBTFUL ACCOUNTS
September 30 2002 2001 - ---------------------------------------------------------------------------------------------------------------- Balance, beginning of year $ 5,956 $ 5,846 Provisions Financial services 4,450 2,500 Automotive solutions 540 500 Net losses (4,762) (2,890) ------- ------- Balance, end of year $ 6,184 $ 5,956 ======= =======
41 7. FINANCING ARRANGEMENTS AUTOMOTIVE SOLUTIONS During February 2002, the company entered into $100,000 of interest rate swap agreements that effectively converted 7% fixed rate debt into variable rate debt. These interest rate swap agreements were designated as fair value hedges. As of September 30, 2002, the fair value of these derivative instruments was an asset of $7,614 and was included in Automotive Solutions' other assets on the consolidated balance sheets. These adjustments to record the net change in the fair value of fair value hedges and related debt during the periods presented were recorded in income. All existing fair value hedges were 100% effective. As a result, there was no current impact to earnings because of hedge ineffectiveness.
Notional Amounts Notes Swaps - ------------------------------------------------------------------------------------------------------------------ SEPTEMBER 30, 2002 - ------------------------------------------------------------------------------------------------------------------ Fixed rate notes, $100,000 face value, maturing in 2007 $ 107,408 $ 100,000 Weighted average interest rate 7.0% Weighted average pay rate 4.3% Weighted average receive rate 7.0% Fixed rate note, maturing in 2003 6,061 --------- --------- Totals $ 113,469 $ 100,000 Current portion 6,061 --------- --------- Long-term portion $ 107,408 $ 100,000 ========= =========
September 30, 2001 - ------------------------------------------------------------------------------------------------------------------ Fixed rate notes, $100,000 face value, maturing in 2007 $ 99,745 Weighted average interest rate 7.0% Fixed rate note, maturing in 2003 12,121 --------- Totals $ 111,866 Current portion 6,061 --------- Long-term portion $ 105,805 =========
Loan agreements limit consolidated indebtedness and require a minimum interest coverage ratio. The fair values of Automotive Solutions' financing arrangements were $113,691 at September 30, 2002 and $117,917 at September 30, 2001. At September 30, 2002, debt maturities were $6,061 in 2003 and $100,000 in 2007. Interest paid was $5,653 in 2002, $4,484 in 2001 and $11,048 in 2000. Interest capitalized was $1,806 in 2002, $4,016 in 2001 and $2,643 in 2000. At September 30, 2002, the $100,000 notional amount of swap agreements mature in 2007. FINANCIAL SERVICES In the ordinary course of business, the company borrows cash to fund investments in finance receivables from the sale of the company's products. The company attempts to limit its interest rate exposure between the interest earned on fixed rate finance receivables and the interest paid on variable rate financing agreements through the use of interest rate management agreements. Interest rate swaps provide for interest to be received on notional amounts at variable rates and provide for interest to be paid on the same notional amounts at fixed rates. Fixed interest rates do not change over the life of the agreements. Variable interest rates are reset at least every ninety days and are based on LIBOR or commercial paper indices and are settled with counterparties at that time. Net interest expense or income on these contracts is reflected in interest expense. The company is exposed to credit related losses in the event of nonperformance by counterparties to the interest rate management agreements. The company attempts to minimize this credit risk by entering into agreements only with counterparties that have a Standard & Poor's rating of "A" or higher. The company also diversifies its interest rate management agreements among several financial institutions. Interest rate management agreements are accounted for using settlement accounting. 42 On January 24, 2002, Reyna Funding, L.L.C., an affiliate of the company, entered into a loan funding agreement, whereby Reyna Funding, L.L.C. may borrow up to $100,000 using finance receivables purchased from Reyna Capital Corporation, also an affiliate of the company, as security for the loan. The securitization allows additional borrowings, up to the $100,000 limit, through January 23, 2003. This loan funding agreement is renewable annually through January 23, 2006. Any borrowings will be repaid as collections on finance receivables balances are received. During fiscal year 2002, Reyna Funding, L.L.C. borrowed $100,000 under this agreement. Proceeds received by Reyna Capital Corporation from Reyna Funding, L.L.C. were used to retire other debt. During the fiscal year 2002, Reyna Funding, L.L.C. entered into $100,000 of interest rate swap agreements in connection with obtaining this variable rate debt. These interest rate swap agreements meet the criteria for cash flow hedge accounting and were highly effective. The fair value of the company's cash flow derivative instruments was a $4,035 liability at September 30, 2002 and a $2,724 liability at September 30, 2001 and was included in Financial Services' other liabilities on the consolidated balance sheets. The adjustments to record the net change in the fair value of cash flow hedges during the periods presented was recorded, net of income taxes, in other comprehensive income. Fluctuations in the fair value of the derivative instruments are generally offset by changes in the value or cash flows of the underlying exposure being hedged because of the high degree of effectiveness of these cash flow hedges. In fiscal year 2003, the company expects the amounts to be reclassified out of other comprehensive income into earnings to be immaterial to the financial statements.
Notional Amounts Notes Swaps - ------------------------------------------------------------------------------------------------------------------ SEPTEMBER 30, 2002 - ------------------------------------------------------------------------------------------------------------------ Variable rate instruments, maturing through 2006 $ 189,033 $ 136,500 Weighted average interest rate 2.2% Weighted average pay rate 4.4% Weighted average receive rate 1.8% Fixed rate notes, maturing through 2005 28,219 Weighted average interest rate 6.4% --------- --------- Totals $ 217,252 $ 136,500 ========= =========
September 30, 2001 - ------------------------------------------------------------------------------------------------------------------ Variable rate instruments, maturing through 2005 $ 146,200 $ 63,500 Weighted average interest rate 4.2% Weighted average pay rate 6.3% Weighted average receive rate 3.0% Fixed rate notes, maturing through 2005 57,312 Weighted average interest rate 6.4% --------- --------- Totals $ 203,512 $ 63,500 ========= =========
Loan agreements limit consolidated indebtedness and require a minimum interest coverage ratio. The fair value of Financial Services debt was $218,366 and $204,632 at September 30, 2002 and 2001, respectively. At September 30, 2002, maturities of notes were $36,733 in 2003, $22,394 in 2004, $58,125 in 2005, $25,000 in 2006 and $25,000 in 2007. Interest paid was $11,155 in 2002, $13,476 in 2001 and $14,301 in 2000. At September 30, 2002, notional amount maturities of swap agreements were $49,625 in 2003, $38,250 in 2004, $28,125 in 2005, $19,250 in 2006 and $1,250 in 2007. REVOLVING CREDIT AGREEMENTS Automotive Solutions and Financial Services share variable rate revolving credit agreements which total $150,000 and require commitment fees on unused credit. At September 30, 2002, available balances under these agreements were $100,000. 43 8. CAPITAL STOCK
September 30 2002 2001 2000 - ---------------------------------------------------------------------------------------------------------------- Preferred No par value Authorized shares 60,000 60,000 60,000 Class A common No par value Authorized shares 240,000 240,000 240,000 ======= ======= ======= Issued and outstanding shares Balance, beginning of year 70,230 73,622 76,532 Issued 2,978 3,119 2,611 Converted from Class B common 200 Repurchased (4,779) (6,490) (5,488) Retired (34) (21) (33) ------- ------- ------- Balance, end of year 68,595 70,230 73,622 ======= ======= ======= Class B common No par value Authorized shares 40,000 40,000 40,000 Issued and outstanding shares 16,000 20,000 20,000
Dividends on Class A common shares must be twenty times the dividends on Class B common shares and must be paid simultaneously. Each share of Class A common and Class B common is entitled to one vote. The Class B common shareholder may convert twenty Class B common shares to one share of Class A common. During February 2002, 4,000 Class B common shares were converted into 200 Class A common shares. The company has reserved sufficient authorized Class A common shares for Class B conversions and stock option plans. Each outstanding Class A common share has one preferred share purchase right. Each outstanding Class B common share has one-twentieth of a right. Rights become exercisable if a person or group acquires or seeks to acquire, through a tender or exchange offer, 15% or more of the company's Class A common shares. In that event, all holders of Class A common shares and Class B common shares, other than the acquirer, could exercise their rights and purchase preferred shares at a specified amount. At the date of these financial statements, except for the preferred share purchase rights, the company had no agreements or commitments with respect to the sale or issuance of the preferred shares and no preferred shares were outstanding. The company repurchased Class A common shares for treasury at average prices of $26.23 in 2002, $21.70 in 2001 and $18.41 in 2000. The remaining balance of shares authorized for repurchase by the board of directors was 4,921 at September 30, 2002. Treasury shares at September 30 were 23,503 in 2002, 21,903 in 2001 and 18,531 in 2000. 44 9. EMPLOYEE STOCK OPTION PLANS The company's stock option plans award incentive stock options and/or nonqualified stock options to purchase Class A common shares to substantially all employees. Stock options are generally granted at a price equal to fair market value of the common stock on the date of grant. During the year ended September 30, 1999, the company granted a nonqualified stock option for 200 Class A common shares at an option price of $.01 per share and recognized compensation expense of $512 in 2002, $1,009 in 2001 and $1,921 in 2000. At September 30, 2002, options to purchase 3,308 additional Class A common shares were available for future awards to certain key employees. Under a broad-based stock option plan, the board of directors may award options at its discretion.
Shares Under Option Option Prices Per Share 2002 2001 2000 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------- Outstanding Beginning of year 13,941 17,620 13,675 $18.88 $18.04 $17.48 Granted 2,833 281 6,493 22.68 19.99 18.61 Exercised (2,970) (3,090) (1,276) 16.96 13.89 12.19 Canceled (729) (870) (1,272) 20.69 19.96 20.85 ------ ------ ------ End of year 13,075 13,941 17,620 20.02 18.88 18.04 ====== ====== ====== Exercisable at September 30 5,206 5,090 5,719 19.85 18.96 16.56 ====== ====== ======
Outstanding, September 30, 2002 Exercisable, September 30, 2002 Weighted Weighted Average Average Weighted Option Number of Remaining Option Number of Average Price Range Options Life in Years Price Options Option Price - ------------------------------------------------------------------------------------------------------------------- $ .01 50 6.6 $ .01 $10.00 - $17.44 4,666 6.3 16.79 2,528 $16.69 $17.69 - $22.53 6,845 7.2 21.07 1,548 20.38 $23.07 - $30.27 1,514 5.1 25.94 1,130 26.19 ------ ----- TOTALS 13,075 6.6 20.02 5,206 19.85 ====== =====
The company accounts for employee stock options under APB Opinion No. 25, "Accounting for Stock Issued to Employees" and follows the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 requires the valuation of stock options using option valuation models and the disclosure of the pro forma effect on earnings. The company valued its stock options using the Black-Scholes option valuation model which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective assumptions, such as expected stock price volatility, which can materially affect the fair value estimate. Because the company's stock options have characteristics significantly different from traded options, the fair value determined may not reflect the actual value of the company's stock options. The weighted average fair value of the company's stock options granted at fair market value was $5.34 in 2002, $6.47 in 2001 and $5.23 in 2000. There were no options granted below fair market value in 2002, 2001 or 2000. Had compensation expense been recognized using these fair values, the company's net income and diluted earnings per common share would have decreased by $11,780 or $.16 per share in 2002, $11,948 or $.16 per share in 2001 and $11,695 or $.15 per share in 2000. OPTION VALUATION ASSUMPTIONS
2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------ Expected life in years 4 5 5 Dividend yield 1.9% 1.9% 1.7% Risk free interest rate 3.7% 5.9% 6.1% Volatility 29% 33% 33%
45 10. POSTRETIREMENT BENEFITS PENSION EXPENSE
2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------- Net periodic pension cost Service cost $ 8,839 $ 8,794 $ 12,747 Interest cost 15,915 15,918 17,677 Estimated return on plan assets (13,277) (12,893) (15,840) Amortization of unrecognized transitional asset 145 147 144 Amortization of prior service cost 431 427 523 Recognized net actuarial losses 65 153 830 Plan administration 774 767 791 Special termination benefits 4,526 Settlements 1,684 533 -------- -------- -------- Net periodic pension cost 14,576 13,313 21,931 Defined contribution plans 6,503 6,258 10,435 Multi-employer plans 25 37 154 -------- -------- -------- Totals $ 21,104 $ 19,608 $ 32,520 ======== ======== ======== Actuarial assumptions Discount rate 7.0% - 7.5% 6.5% - 7.75% 6.5% - 7.75% Rate of compensation increase 3.75% - 5.0% 3.75% - 5.0% 3.75% - 6.0% Expected long-term rate of return on assets 9.0% 9.0% 9.0% Actuarial cost method PROJECTED UNIT CREDIT Measurement period JULY 1 - JUNE 30
The company sponsors contributory and noncontributory defined benefit pension plans for most employees. Pension benefits are primarily based on years of service and compensation. The company's funding policy is to make annual contributions to the plans sufficient to meet or exceed the minimum statutory requirements. The company and its actuaries review the pension plans each year. The actuarial assumptions are intended to reflect expected experience over the life of the pension liability. The company expensed special termination benefits of $4,526 in 2000 in connection with a restructuring. These benefits were in addition to the employees' regular plan benefits and will be paid directly from company assets rather than plan assets. The company expensed payments of $1,684 in 2002 in connection with the early settlement of certain pension benefits for former executives. These payments reduce the future company obligations for those individuals. The company sponsors defined contribution savings plans covering most domestic employees. Generally, contributions are funded monthly and represent 40% of the first 3% of compensation contributed to the plan by participating employees. The company also funds a discretionary contribution. Contributions for this portion of the plan are funded annually based on the company's return on equity and contributions are the same for each eligible employee. Forfeitures of nonvested discretionary contributions are used to reduce contributions required by the company. 46 FUNDED STATUS OF DEFINED BENEFIT PENSION PLANS
2002 2001 - ---------------------------------------------------------------------------------------------------------------- Change in projected benefit obligation Projected benefit obligation, beginning of year $221,507 $212,295 Service cost 8,835 8,672 Interest cost 15,911 15,905 Actuarial losses (gains) 1,580 (3,976) Benefits paid (19,377) (11,021) Change in plan provisions 330 71 Employee contributions (109) Foreign currency translation (33) (330) -------- -------- Projected benefit obligation, end of year $228,753 $221,507 ======== ======== Change in plan assets Fair value of plan assets, beginning of year $135,882 $149,166 Actual losses on plan assets (12,810) (9,770) Administrative expenses paid (942) (809) Employer contributions 12,833 3,927 Employee contributions (109) Benefits paid (7,453) (6,179) Foreign currency translation (33) (344) -------- -------- Fair value of plan assets, end of year $127,477 $135,882 ======== ======== Net amount recognized Funded status $101,276 $ 85,625 Unrecognized transition obligation (405) (552) Unrecognized prior service cost (2,944) (3,592) Unrecognized net losses (51,547) (24,937) Multi-employer liability 66 94 Minimum pension liability 13,264 8,012 -------- -------- Net amount recognized $ 59,710 $ 64,650 ======== ======== Minimum pension liability Intangible asset $ 3,382 $ 4,158 Deferred income tax benefit 3,895 1,546 Accumulated other comprehensive income 5,987 2,308 -------- -------- Totals $ 13,264 $ 8,012 ======== ======== Actuarial assumptions Projected benefit obligation discount rate 6.5% - 7.25% 7.0% - 7.5% Rate of compensation increase 3.75% - 4.5% 3.75% - 5.0%
At September 30, 2002 and 2001, respectively, about 26% and 30% of the plans' assets were invested in cash and equivalents, government bonds and investment grade corporate bonds. The balance of the plans' assets were invested in equities. The company sponsors certain unfunded pension plans. These pension plans have accumulated benefit obligations exceeding plan assets. The projected benefit obligations were $46,265 and $52,529 at September 30, 2002 and 2001, respectively. The accumulated benefit obligations were $44,164 and $51,143 at September 30, 2002 and 2001, respectively. At September 30, 2002, the accumulated benefit obligation of one of the company's funded pension plans also exceeded plan assets. At September 30, 2002, the projected benefit obligation for this plan was $174,349 and the accumulated benefit obligation was $136,958. 47 POSTRETIREMENT MEDICAL AND LIFE INSURANCE EXPENSE
2002 2001 2000 - ----------------------------------------------------------------------------------- Service cost $ 547 $ 752 $1,127 Interest cost 4,027 3,773 3,209 Amortization of prior service cost (532) (337) (391) Recognized net actuarial losses 637 260 3 Special termination benefits 189 Settlement - discontinued operations (865) ------ ------ ------ Totals $4,679 $4,448 $3,272 ====== ====== ====== Actuarial assumptions Discount rate 7.25% 7.75% 7.0% - 7.75% Healthcare cost trend rate through 2007 6.0% 6.0% 6.0% Healthcare cost trend rate thereafter 5.0% 5.0% 5.0%
The company sponsors a defined benefit medical plan for employees who retired before October 1, 1993. Future retirees may purchase postretirement medical insurance from the company. Discounts from the market price of postretirement medical insurance will be provided to certain retirees based on age and length of remaining service as of October 1, 1993. These discounts are included in the determination of the accumulated benefit obligation. The company also sponsors a defined benefit life insurance plan for substantially all employees. The company funds medical and life insurance benefits on a pay-as-you-go basis. POSTRETIREMENT MEDICAL AND LIFE INSURANCE OBLIGATION
2002 2001 - ---------------------------------------------------------------------------------- Change in projected benefit obligation Projected benefit obligation, beginning of year $55,394 $40,107 Service cost 546 751 Interest cost 4,026 3,773 Plan participant contributions 200 138 Actuarial losses 6,863 16,362 Benefits paid (3,943) (3,402) Change in plan provisions (2,317) (2,335) ------- ------- Projected benefit obligation, end of year $60,769 $55,394 ======= ======= Net amount recognized Projected benefit obligation, end of year $60,769 $55,394 Unrecognized prior service cost 7,148 5,369 Unrecognized net losses (21,347) (15,121) ------- ------- Net amount recognized $46,570 $45,642 ======= ======= Actuarial assumptions Discount rate 7.25% 7.50% Healthcare cost trend rate through 2007 6.0% 6.0% Healthcare cost trend rate thereafter 5.0% 5.0%
The effect of a 1% increase in the assumed healthcare cost trend rate would have increased fiscal year 2002 service and interest costs by $185 and the September 30, 2002 accumulated benefit obligation by $2,545. Similarly, a 1% decrease would have decreased fiscal year 2002 service and interest costs by $161 and the September 30, 2002 accumulated benefit obligation by $2,227. 48 11. CASH FLOW STATEMENTS
2002 2001 2000 - -------------------------------------------------------------------------------------------------------- AUTOMOTIVE SOLUTIONS Cash flows provided by (used for) operating activities Net income $ 64,866 $ 85,019 $104,067 Adjustments to reconcile net income to net cash provided by operating activities Cumulative effect of accounting change 36,563 Depreciation and amortization 31,395 49,901 38,676 Deferred income taxes 23,256 8,135 1,658 Deferred income taxes transferred from financial services (2,866) (2,647) (7,886) Income from discontinued operations (1,623) (28,156) Losses (gains) on sales of assets 1,605 (337) 557 Changes in operating assets and liabilities Accounts receivable (2,358) 9,249 (1,955) Inventories (2,221) 4,441 1,884 Prepaid expenses, intangible and other assets 11,538 (1,249) (5,828) Accounts payable 506 (2,792) (1,443) Accrued and other liabilities (4,213) 17,451 17,374 -------- -------- -------- Net cash provided by operating activities $158,071 $165,548 $118,948 ======== ======== ======== FINANCIAL SERVICES Cash flows provided by (used for) operating activities Net income $ 14,123 $ 14,538 $ 12,529 Adjustments to reconcile net income to net cash provided by operating activities Deferred income taxes (2,269) (6,422) (2,640) Deferred income taxes transferred to automotive solutions 2,866 2,647 7,886 Changes in receivables, other assets and other liabilities 4,737 3,256 3,083 -------- -------- -------- Net cash provided by operating activities $ 19,457 $ 14,019 $ 20,858 ======== ======== ========
49 12. SEGMENT REPORTING The company's five solutions business units have been aggregated into four segments for reporting purposes. The Software Solutions segment consists of the Software Solutions business unit and the Info-Structure Services business unit. This segment provides integrated computer systems products and related services. Products include integrated software packages, computer hardware and installation of hardware and software. Services include customer training, hardware maintenance and software support as well as consulting services. The Transformation Solutions segment provides specialized training, Web services and customer relationship management products and services. The Documents segment manufactures and distributes printed business forms to automotive retailers. The Financial Services segment provides financing services, principally for sales of the company's computer systems. Total assets were not allocated by segment except for Financial Services' assets. Investments in equity method investees and capital expenditures were not allocated by segment. Depreciation and amortization were reflected in determining segment operating income, however, it is not practicable to present this information by segment. OPERATING SEGMENTS
2002 2001 2000 - ------------------------------------------------------------------------------------------ Net sales and revenues Software solutions Computer services $ 482,152 $ 444,767 $ 404,676 Computer systems products 145,299 169,125 181,370 ---------- ---------- ---------- Total software solutions 627,451 613,892 586,046 Transformation solutions 139,700 161,149 132,093 Documents 183,523 187,053 196,342 Financial services 41,709 41,918 40,206 ---------- ---------- ---------- Total net sales and revenues $ 992,383 $1,004,012 $ 954,687 ========== ========== ========== Operating income (loss) Software solutions $ 127,296 $ 120,218 $ 107,436 Transformation solutions (9,037) (11,932) (2,247) Documents 37,277 39,791 39,585 Financial services 22,991 23,655 20,995 Restructuring charges (10,560) ---------- ---------- ---------- Total operating income $ 178,527 $ 171,732 $ 155,209 ========== ========== ========== Assets Automotive solutions $ 729,560 $ 732,073 $ 808,527 Financial services 407,605 422,334 421,129 ---------- ---------- ----------- Total assets $1,137,165 $1,154,407 $1,229,656 ========== ========== ========== Investments in equity method investees $ 8,270 $ 20,531 $ 32,906 Capital expenditures 37,067 51,383 65,677 Depreciation and amortization 31,395 49,901 38,676
50 GEOGRAPHIC AREAS The company provides integrated computer systems products and services and manufactures and distributes printed business forms primarily in the United States.
2002 2001 2000 - --------------------------------------------------------------------------------- United States Net sales and revenues $941,709 $ 954,458 $908,528 Long-lived assets 377,168 420,906 390,649 International Net sales and revenues 56,927 58,850 55,486 Long-lived assets 3,118 3,424 4,087 Elimination of intersegment sales (6,253) (9,296) (9,327) Totals Net sales and revenues 992,383 1,004,012 954,687 Long-lived assets 380,286 424,330 394,736
13. CONTINGENCIES The U.S. Environmental Protection Agency (EPA) has designated the company as one of a number of potentially responsible parties (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) at an environmental remediation site. The EPA has contended that any company linked to a CERCLA site is potentially liable for all response costs under the legal doctrine of joint and several liability. This environmental remediation site involves a municipal waste disposal facility owned and operated by four municipalities. The company joined a PRP coalition and is sharing remedial investigation and feasibility study costs with other PRPs. During fiscal year 1996, an agreement was reached whereby the state of Connecticut contributed $8,000 towards remediation costs. Preliminary remediation continued during fiscal year 2001 utilizing Connecticut's contribution. The EPA issued a Record of Decision on September 28, 2001 which selects a remedy at the site involving "monitored natural attenuation." The EPA's estimated future remedial costs are approximately $3,200. The company was also named a defendant in a cost recovery lawsuit filed by a PRP coalition in the United States District Court for the Southern District of Ohio regarding an environmental remediation site in Dayton, Ohio. The court has ordered the parties to participate in a non-binding mediation. The company believes that the reasonably foreseeable resolution of these two matters will not have a material adverse effect on the financial statements. 14. ACCOUNTING CHANGE In 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill no longer be amortized, but instead, tested for impairment at least annually. The statement also requires recognized intangible assets with finite useful lives to be amortized over their useful lives and reviewed for impairment in accordance with SFAS Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The company elected to adopt the provisions of SFAS No. 142 effective October 1, 2001. Accordingly, goodwill has not been amortized in the financial statements for the period ended September 30, 2002. This statement also required certain intangible assets that did not meet the criteria for recognition apart from goodwill, to be subsumed into goodwill. During the quarter ended December 31, 2001, the company subsumed into goodwill $54,531 of intangible assets representing assembled workforce and a noncontractual customer relationship, that did not meet the separability criteria under SFAS No. 141, "Business Combinations." SFAS No. 142 also requires that goodwill be tested for impairment, initially as of October 1, 2001, and thereafter at least annually. During the second quarter of fiscal year 2002, the company completed the goodwill impairment test and recorded impairment losses of $36,563 ($60,938 net of income tax benefits of $24,375). These impairment losses were 51 recorded effective October 1, 2001, as the cumulative effect of the accounting change on the consolidated statements of income. The company divided its four reporting segments into eight reporting units for purposes of applying the provisions of this pronouncement. For each reporting unit a fair value was determined based primarily on the present value of discounted future cash flows. Other methods were considered to validate this valuation method. Where initial impairment was indicated, the company hired an outside appraisal firm to determine the fair value and allocate this fair value among assets and liabilities. Based on this analysis, two reporting units within the Transformation Solutions reporting segment incurred impairment losses. The customer relationship management consulting business, acquired in fiscal year 2000 as part of the HAC Group business combination, recorded an impairment loss of $33,515 ($55,858 net of income tax benefits of $22,343). The company also recorded an impairment loss of $3,048 ($5,080 net of income tax benefits of $2,032) related to its Campaign Management Services reporting unit. These impairment losses occurred because of discounting future cash flows to determine the fair value of the reporting units. Under previous accounting standards, future cash flows were not discounted in determining if impairment existed. As of July 31, 2002, the company completed its annual goodwill impairment test using a consistent methodology with the initial impairment test and did not identify an impairment. ACQUIRED INTANGIBLE ASSETS
Gross Accumulated Useful Life Amount Amortization (years) - ----------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2002 Contractual customer relationship $ 33,100 $ 4,000 20 Customer contract 17,700 11,666 3.67 Trademarks 5,900 713 20 Other 6,889 2,844 3-10 -------- ------- Totals $ 63,589 $19,223 ======== ======= As of September 30, 2001 Intangible assets subsumed into goodwill 10/1/01 $ 56,948 $ 2,417 10-20 Contractual customer relationship 33,100 2,344 20 Customer contract 17,700 6,839 3.67 Trademarks 5,900 418 20 Other 2,990 2,602 3-7 -------- ------- Totals $116,638 $14,620 ======== =======
Aggregate amortization expense was $7,021 in 2002, $11,142 in 2001 and $4,777 in 2000. As of September 30, 2002, estimated amortization expense was $7,346 in 2003, $3,577 in 2004, $2,340 in 2005, $2,340 in 2006 and $2,340 in 2007. GOODWILL
Software Transformation Solutions Solutions Documents Totals - ------------------------------------------------------------------------------------------------- Balances as of September 30, 2001 $10,412 $ 21,374 $2,877 $ 34,663 Intangible assets subsumed Noncontractual customer relationship 47,376 47,376 Assembled workforce 7,155 7,155 Cumulative effect of accounting change (60,938) (60,938) Business combination 743 743 ------- -------- ------ -------- Balances as of September 30, 2002 $10,412 $ 15,710 $2,877 $ 28,999 ======= ======== ====== ========
52 PRO FORMA INCOME FROM CONTINUING OPERATIONS The table below presents the pro forma effect on net income and earnings per share from the adoption of SFAS No. 142.
2002 2001 2000 - ---------------------------------------------------------------------------------------------------- Income from continuing operations, as reported $115,552 $ 97,934 $88,440 Goodwill amortization, net of taxes 8,359 8,913 Subsumed intangible assets amortization, net of taxes 2,619 1,091 -------- -------- ------- Pro forma income from continuing operations $115,552 $108,912 $98,444 ======== ======== ======= Basic Earnings per Common Share Income from continuing operations, as reported $ 1.63 $ 1.34 $ 1.14 Pro forma income from continuing operations $ 1.63 $ 1.49 $ 1.27 Diluted Earnings per Common Share Income from continuing operations, as reported $ 1.58 $ 1.31 $ 1.11 Pro forma income from continuing operations $ 1.58 $ 1.45 $ 1.24
15. ACCOUNTING STANDARDS In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This pronouncement establishes a single accounting model, based on framework established in SFAS No. 121, for long-lived assets to be disposed of by sale. The provisions of this statement are effective for fiscal years beginning after December 15, 2001. Management does not believe the adoption of this pronouncement will have a material impact on the company's financial statements. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is required to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Management is currently assessing the impact of this pronouncement and has not determined the impact on the company's financial statements. 53 16. QUARTERLY FINANCIAL DATA (UNAUDITED)
First Second Third Fourth Quarter Quarter Quarter Quarter - ----------------------------------------------------------------------------------------------------- 2002 - ----------------------------------------------------------------------------------------------------- Net sales and revenues $240,109 $245,002 $250,568 $256,704 Gross profit $140,603 $141,701 $148,208 $148,135 Income from continuing operations $ 25,400 $ 29,067 $ 30,233 $ 30,852 Basic earnings per common share $ .36 $ .41 $ .43 $ .44 Diluted earnings per common share $ .35 $ .39 $ .41 $ .43 Net income (loss) $(11,163) $ 29,067 $ 30,233 $ 30,852 Basic earnings per common share $ (.16) $ .41 $ .43 $ .44 Diluted earnings per common share $ (.15) $ .39 $ .41 $ .43 Cash dividends declared per share Class A common $ .11 $ .11 $ .11 $ .11 Class B common $ .0055 $ .0055 $ .0055 $ .0055 Closing market prices of Class A common shares High $ 25.94 $ 31.55 $ 30.57 $ 27.33 Low $ 22.55 $ 24.03 $ 27.95 $ 22.30
(1) Effective October 1, 2001, the company adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," and reduced income by $36,563 for the cumulative effect of the accounting change. (2) During the fourth quarter of fiscal year 2002, the company accrued an additional $1,923 of support costs related to noncancelable contracts for Web hosting services.
2001 - ----------------------------------------------------------------------------------------------------- Net sales and revenues $251,734 $250,094 $250,450 $251,734 Gross profit $142,000 $136,603 $141,451 $146,046 Income from continuing operations $ 23,879 $ 22,199 $ 24,719 $ 27,137 Basic earnings per common share $ .32 $ .31 $ .34 $ .37 Diluted earnings per common share $ .32 $ .30 $ .33 $ .36 Net income $ 23,879 $ 23,822 $ 24,719 $ 27,137 Basic earnings per common share $ .32 $ .33 $ .34 $ .37 Diluted earnings per common share $ .32 $ .32 $ .33 $ .36 Cash dividends declared per share Class A common $ .11 $ .11 $ .11 $ .11 Class B common $ .0055 $ .0055 $ .0055 $ .0055 Closing market prices of Class A common shares High $ 20.50 $ 22.97 $ 23.00 $ 25.14 Low $ 16.94 $ 19.25 $ 18.25 $ 21.26
54 VALUATION ACCOUNTS FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000 (Dollars in Thousands)
- ------------------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E ----Additions---- ----Deductions---- Balance Charged at to Costs Other Write-offs Balance Beginning and Net of At End Description of Year Expenses (a) Recoveries of Year - ------------------------------------------------------------------------------------------------------------------ Valuation Accounts - Deducted From Assets to Which They Apply AUTOMOTIVE SOLUTIONS Reserves for accounts receivable: Year ended September 30, 2002 $3,662 $6,363 ($538) $4,585 $ 4,902 Year ended September 30, 2001 $2,324 $5,340 ($978) $3,024 $ 3,662 Year ended September 30, 2000 $2,056 $3,197 ($697) $2,232 $ 2,324 Reserves for credit memos: Year ended September 30, 2002 $6,724 $3,814 ($7) $ 210 $10,321 Year ended September 30, 2001 $6,850 $ 300 ($26) $ 400 $ 6,724 Year ended September 30, 2000 $5,758 $ 777 $ 315 -- $ 6,850 Reserves for inventory: Year ended September 30, 2002 $ 970 $1,965 $ 110 $1,725 $ 1,320 Year ended September 30, 2001 $1,644 $ 77 ($8) $ 743 $ 970 Year ended September 30, 2000 $2,336 $2,809 ($2,694) $ 807 $ 1,644 FINANCIAL SERVICES Reserves for finance receivables: Year ended September 30, 2002 $5,956 $4,450 $ 533 $4,755 $ 6,184 Year ended September 30, 2001 $5,846 $2,500 $ 493 $2,883 $ 5,956 Year ended September 30, 2000 $6,581 $2,360 $ 517 $3,612 $ 5,846
(a) Includes adjustments from translation of foreign currency to United States dollars, the effects of acquisitions of businesses and transfers between reserves. 55 EX-10.G 3 l97170aexv10wg.txt EX-10.G CHANGE IN CONTROL AGREEMENT EXHIBIT(10)(G) AGREEMENT AGREEMENT made and entered into the 28th day of June, 2002, by and between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws of the State of Ohio (the "Employer"), and Paul S. Guthrie ("Employee"). RECITALS: WHEREAS, Employee is currently an employee of the Employer; and WHEREAS, the Employer considers Employee a key member of the management team of the Employer and recognizes that a major change in the control of the Employer would be of significant concern to Employee; and WHEREAS, the parties hereto desire to set forth their mutual agreement regarding the terms of Employee's employment under certain specified circumstances in order to foster and encourage continued attention and dedication to Employees assigned duties in the event of such circumstances; NOW, THEREFORE, in consideration of the foregoing premises, Employee's continued employment for any period after execution of this Agreement, and the mutual promises set forth in this Agreement, the parties agree as follows: 1. DEFINITIONS. For purposes of this Agreement: (a) "Base Compensation" shall mean the then current annual base salary (exclusive of Bonuses) of Employee, as the same may be fixed from time to time by the Board of Directors or its Compensation Committee or, if applicable, by the appropriate executive officer of Employer. (b) "Bonuses" shall mean bonus payments earned by Employee under Employer's Incentive Compensation Plans and under any future bonus or incentive compensation plans of Employer for its executive officers in which Employee participates. (c) "Change in Control" shall mean the occurrence of any of the following events: (i) Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than Richard H. Grant, Jr., his children or his grandchildren, Reynolds, any trustee or other fiduciary holding securities under an employee benefit plan of Reynolds or any company owned, directly or indirectly, by the shareholders of Reynolds in substantially the same proportions as their ownership of stock of Reynolds), who is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Reynolds representing twenty percent (20%) or more of the combined voting power of Reynolds' then outstanding securities; (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, any new director (other than a director designated by a person who has entered into an agreement with Reynolds to effect a transaction described in clause (i), (iii) or (iv) of this Section) whose election by Reynolds' shareholders was approved by a vote of at least two-thirds (2/3) of the directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof; (iii) the consummation of a merger or consolidation of Reynolds or any direct or indirect subsidiary of Reynolds with any other corporation, other than (1) a merger or consolidation which would result in the voting securities of Reynolds outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of Reynolds or such surviving entity or parent thereof outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of Reynolds (or similar transaction) in which no "person" (as hereinabove defined) is or becomes the beneficial owner, directly or indirectly, of securities of Reynolds (not including in the securities beneficially owned by such person any securities acquired directly from Reynolds or its affiliates other than in connection with the securities acquired directly from Reynolds or its affiliates other than in connection with the acquisition by Reynolds or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of Reynolds' then outstanding securities; or (iv) the shareholders of Reynolds approve a plan of liquidation, dissolution or winding up of Reynolds or an agreement for the sale or disposition by Reynolds of all or substantially all of Reynolds' assets. (d) "Disability" shall mean the inability of Employee, because of any mental or physical illness or incapacity, to perform substantially the duties of his employment with the Employer as determined under the Employer's long term disability program. (e) "Discharge For Cause" shall be construed to have occurred whenever occasioned by reason of felonious acts on the part of Employee, actions by Employee involving serious moral turpitude or his misconduct in such manner as to bring substantial and material discredit upon Employer, following the giving of thirty (30) days' written notice to Employee specifying the respect in which Employer claims Employee has violated this provision and the failure, inability or unwillingness of Employee to remedy the situation to the satisfaction of Employer within said thirty day period. In establishing whether a Discharge For Cause shall have occurred, the standard for judgment shall be the level of conduct by Employee and by other comparably situated executive officers prior to the alleged improper activity of Employee for which the Discharge For Cause has been made. 2 (f) "Escrow Agreement" shall mean the agreement entered into simultaneously herewith between Employer and Bank One Trust Company, NA, a copy of which is attached hereto and made a part hereof as Exhibit A. (g) "Escrow Agent" shall mean Bank One Trust Company, NA. (h) "Escrow Amount" shall mean the amounts placed in escrow by Employer pursuant to subsection (a) of Section 2 of this Agreement. (i) "Escrow Funding Event" shall mean the occurrence of any of the following events: (i) Class A Common Shares of Employer have been acquired other than directly from Employer in exchange for cash or property by any person (other than Richard H. Grant, Jr., his children or his grandchildren, Employer, any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any company owned directly or indirectly by the shareholders of Employer in substantially the same proportions as their ownership of the stock of Employer) who either thereby becomes the owner of more than nine and one half percent (9.5%) of Employer's outstanding Class A Common Shares, or having directly or indirectly become the owner of more than five percent (5%) of Employer's Class A Common Shares either alone or in conjunction with another person has expressed an intent to continue acquiring Employer's outstanding Class A Common Shares so as to become thereby the owner of more than nine and one half percent (9.5%) of such stock either directly or indirectly; (ii) Any person (other than Richard H. Grant, Jr., his children or grandchildren, Employer any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any company owned directly or indirectly by the shareholders of Employer in substantially the same proportions as their ownership of the stock of Employer) has made a tender offer for, or a request for invitations for tenders of, Class A Common Shares of Employer; (iii) Any person forwards or causes to be forwarded to shareholders of Employer proxy statement(s) in any period of twenty four (24) consecutive months, soliciting proxies, to elect to the Board of Directors of Employer two (2) or more candidates who were not nominated as candidates in proxy statements forwarded to shareholders during such period by the Board of Directors of Employer; or (iv) The Board of Directors of the Employer adopts a resolution to the effect that, for purposes of this Agreement, an Escrow Funding Event has occurred. 2. PAYMENTS INTO ESCROW. (a) Upon the occurrence of an Escrow Funding Event within five (5) years after the date of this Agreement, Employer shall pay into an escrow account at the Escrow Agent an amount equal to two and ninety nine one hundredths (2.99) times the sum of the (i) higher of Employee's annual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Employee's Bonuses during the three (3) 3 calendar years immediately preceding the year in which the date of termination occurs. Subsequent to the delivery to the Escrow Agent of the Escrow Amount, Employer shall, in the event that either Employee's Base Compensation is increased (or decreased) or he receives a Bonus that affects the amount described in this subsection, unless the Escrow Amount shall theretofore have been released pursuant to subsection (b) of this Section, recalculate the Escrow Amount as of the date such change in Base Compensation or receipt of Bonus occurs, treating the Escrow Funding Event as having occurred on such date. If the amount so calculated exceeds the fair market value of the Escrow Amount, Employer shall promptly (and in no event later than seven (7) days from such date) pay to the Escrow Agent an amount in cash (or marketable securities or any combination thereof) equal to such excess. If the Escrow Amount so calculated is less than the fair market value of the Escrow Amount then held in the escrow account, the Escrow Agent, upon receipt of a written request from Employer, shall distribute to Employer such difference in cash; provided, however, that this sentence shall not apply after the occurrence of a Change in Control. The Escrow Amount shall be governed by the terms and conditions of this Agreement and the Escrow Agreement. (b) Unless the parties otherwise agree, the Employer may withdraw the Escrow Amount when and only when two (2) years have expired from the date of deposit and no proper demand pursuant to subsection (b)(i) of Section 3 of this Agreement has been made during that time, or when the conditions requiring the deposit have ceased to exist for a period of ninety (90) days without a demand right having been created, or when Employee's right to a payment under this Agreement has been forfeited, whichever occurs first. If, before the expiration of such periods or forfeiture, there shall occur another Escrow Funding Event, the Employer will not be required to make an additional deposit, but the two (2) year period shall then be measured from the date of the last such event. Notwithstanding a deposit with the Escrow Agent pursuant to subsection (a) of this Section, Employee shall continue to be entitled to receive all of the normal and usual benefits from Employer until a termination of employment shall occur. (c) The Employer shall pay the charges of the Escrow Agent for its services under the Escrow Agreement, and the Employer will be entitled to any interest or other income arising from the date of the deposit of the Escrow Amount until all payments have been made under the Escrow Agreement to Employee. All interest or other income arising from the Escrow Amount deposited with the Escrow Agent shall be paid monthly to Employer. (d) In the event that, following the creation of a demand right pursuant to Section 3 of this Agreement, Employee incurs any costs or expenses, including attorneys' fees, in the enforcement of rights under this Agreement or under any plan for the benefit of employees of the Employer, including without limitation, the stock option plan, pension plans, payroll based stock ownership plan, tax deferred savings and protection plan, bonus arrangements, supplemental pension plan, deferred compensation agreements, incentive compensation plans, and life insurance and compensation program, then, unless the Employer or the consolidated, surviving or transferee entity in the event of a consolidation, merger or sale of assets, is wholly successful in defending against the enforcement of such rights, the Employer, or such consolidated, surviving or transferee entity, shall promptly pay to Employee all such costs and expenses. 3. EMPLOYMENT TERMS AND SEVERANCE BENEFITS AFTER CHANGE IN CONTROL. 4 (a) After a Change in Control has occurred: (i) The Employer shall not reduce Employee's Base Compensation below the amount of such Base Compensation in effect immediately preceding the Change in Control without Employee's written consent; (ii) The Employer shall continue to provide Employee with fringe benefits (including bonuses, vacation, health and disability insurance, etc.) at least equivalent to those of other similarly situated executive officers of the Employer; (iii) Employee shall not be required by the Employer to perform duties or services which differ significantly from those performed by him prior to the Change in Control, or which are not ordinarily and generally performed by a similarly situated executive of a corporation; (iv) The nature of the duties or services which the Employer requires him to perform shall not necessitate absence overnight from his place of residence on the effective date hereof, because of travel involving the business affairs of the Employer for more than ninety (90) days during any period of twelve (12) consecutive months. (b) (i) If the Employer terminates Employee's employment or if Employee terminates his employment with Employer for any of the reasons specified in subsection (a) of this Section within the twenty four (24) month period following the date of a Change in Control, the Escrow Agent upon written demand from Employee shall pay promptly to the Employee the Escrow Amount in one (1) lump sum in cash. (ii) Employee shall also be entitled to the following benefits commencing as of the date of the payment of the Escrow Amount to Employee: A. During the period expiring on the earlier of Employee securing other employment or twenty four (24) months from date of payment of the Escrow Amount (or such longer period as required by law) to continued coverage under the Employer's sponsored medical benefits program in existence on such date of payment, or, if such continued coverage is barred, Employer shall provide equivalent medical benefit coverage through the purchase of insurance or otherwise. B. For purposes of determining Employee's benefits under Employer's Supplemental Plan, Employee shall receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following his termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Employee's Base Compensation shall be deemed to be increased by the annual economic range adjustment for Employer's salaried employees announced in October of each year (or, if there is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years out of the last ten (10) years prior to retirement under the Supplemental Plan. C. Employee shall be reimbursed for up to $20,000 for outplacement fees if he chooses to seek other employment following his termination of employment with Employer. (c) Notwithstanding anything to the contrary in this Section, Employee shall not be entitled to any payments pursuant to subsection (b)(i) of this Section if Employee dies prior to making a demand for payment pursuant to subsection (b)(i) of this Section, or if the Employer terminates Employee's employment because of a Discharge for Cause, because of Employee's 5 Disability, or if Employee voluntarily terminates his employment with the Employer for reasons other than as set forth in subsection (a) of this Section. (d) Employee shall not be required to mitigate damages with respect to the amount of any payments provided for in subsection (b) of this Section by seeking other employment or otherwise. Employee's sole remedy under this Agreement for a breach by the Employer of subsection (a) of this Section shall be to terminate employment and receive any payments to which he is entitled under subsection (b) of this Section. (e) Should Employee disagree that his termination was due to a Discharge For Cause, the question shall, within thirty (30) days after the termination of employment, be submitted to arbitration by three (3) arbitrators, one of whom shall be selected by Employer, another of whom shall be selected by Employee, and the third of whom shall be selected by the two arbitrators so appointed. The arbitration shall take place in Dayton, Ohio in accordance with the then rules of the American Arbitration Association. The decision of these arbitrators on the question shall be final and conclusive upon Employer and upon Employee and his wife or widow, personal representatives, designated beneficiaries and heirs, and shall be enforceable in any court having competent jurisdiction thereof. A termination which is eventually determined under arbitration to have been a Discharge For Cause, or no arbitration having been requested and the termination being one which Employer has determined was a Discharge For Cause, shall extinguish any and all liability of Employer under this Agreement from and after the date of the termination of employment. 4. CONFIDENTIALITY, ENFORCEMENT. (a) Employee shall keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the business, properties, accounts, books and records, research and development information, processes, procedures, products, know-how, trade secrets, memoranda, devices, suppliers, and customers of Employer which he may now know or hereafter come to know as a result of his affiliation in business with Employer. (b) All copyrights, improvements, discoveries and inventions and all claims, interests and rights thereto relating to any part of the business of Employer conceived, developed or made by Employee, either alone or with others, during the period of his employment, and whether conceived, developed or made during his regular working hours or at any other time during such period, shall be and are the sole property of Employer and Employee hereby assigns to Employer all right, title and interest in and to such copyrights, improvements, discoveries and inventions. Further, Employee will, at any time in the future upon Employer's request, execute specific assignments of any said copyrights, improvements, discoveries and inventions as well as execute all documents and perform all lawful acts which Employer deems necessary or advisable to vest full ownership thereof in Employer, to register same in the name of Employer or its designee or otherwise to provide legal protection for Employer's ownership interests therein. (c) Any violation of this Section 4 by Employee may be enforced by Employer by specific performance or appropriate injunctive relief in any court of competent jurisdiction. Any 6 other dispute or controversy arising under this Agreement shall be settled by arbitration in the manner set forth in subsection (e) of Section 3 of this Agreement. 5. UNFUNDED AGREEMENT. The Employer's obligations under this Agreement are unfunded other than from the date of deposit of the Escrow Amount, but the Employer reserves the right to provide for its liability under this Agreement in any manner it deems advisable, including the purchasing of such assets as it may deem necessary or proper. Any asset so purchased by the Employer shall be the sole property of the Employer and shall not be deemed to provide funding of the Employer's obligations under this Agreement. Any other provision in this Agreement to the contrary notwithstanding, Employee shall be only an unsecured general creditor of the Employer with respect to all payments to be made under the terms of this Agreement and shall have no claim, equity, interest, or right in or to any specific assets or funds of the Employer as security for said payments other than the Escrow Amount. 6. NON-ASSIGNABLE RIGHTS. Employee shall not have the right to anticipate or commute with any third party, or to sell, assign, transfer, or otherwise alienate or convey the right to receive any payments hereunder, whether by his voluntary or involuntary act, or by operation of law and, in particular, that any payments due hereunder shall not be subject to attachment or garnishment or any other legal proceedings by any creditor, or be in any way responsible for the debts or liabilities of Employee. Should any attempt be made to reach any payments hereunder by other than Employee, the Escrow Agent shall make each payment as it becomes due to such person or persons, for the sole benefit of Employee upon written direction from Employee. 7. FACILITY OF PAYMENT, LIMITATION. (a) In the event of a Disability of Employee after Employee has made demand hereunder, such payments as may thereafter be due shall be paid to such person or persons for the benefit of Employee as directed by Employee. In the event of Employee's death after he has made demand, the Escrow Agent shall pay such amounts as thereafter are due to such beneficiary or beneficiaries as Employee shall have designated in writing on Exhibit B attached hereto and made a part hereof, or failing such writing, to his estate. No liability shall accrue to the Employer or Escrow Agent for any alleged payment to an improper person or representative if so made after such reasonable investigation and the Employer and Escrow Agent shall have no responsibility to see to the proper application of such payments. (b) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Employee in connection with a Change in Control or the termination of Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Employer, any person whose actions result in a Change in Control or any person affiliated with Employer or such person)(all such payments and benefits, including the Escrow Amount, being referred to in this Agreement as the "Total Payments") would be subject (in whole or part), to an excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (such 7 tax being referred to in this Agreement as the "Excise Tax"), then the Escrow Amount shall be reduced to the extent necessary so that no portion of the Total Payments is subject to Excise Tax (after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement) if (A) the net amount of such Total Payments, as so reduced, (and after deduction of the net amount of federal, state and local income tax on such Total Payments), is greater than (B) the excess of (i) the net amount of such Total Payments, without reduction (but after deduction of the net amount of federal, state and local income tax on such Total Payments), over (ii) the amount of Excise Tax to which Employee would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have effectively waived in writing prior to the date of this termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by Employer does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payment shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the base amount as defined in Section 280G(b)(3) of the Code allowable to such reasonable compensation, and (iii) the value of any non cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Employer in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Prior to the fifth day following the date of Employee's termination of employment, Employer shall provide Employee with its calculation of the amounts referred to in this paragraph and such supporting materials as are reasonably necessary for Employee to evaluate Employer's calculations. If Employee objects to Employer's calculations, he shall notify Employer of his objections prior to the initial payment date set forth in Section 3 hereof, and Employer shall pay to Employee such portion of the Total Payments (up to one hundred percent (100%) thereof) as Employee determines is necessary to result in Employee receiving the greater of clauses (A) and (B) of this paragraph. 8. RESPONSIBILITY FOR LEGAL EFFECT. Neither party hereto makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Agreement. The Employer and the Escrow Agent shall take all actions required by law with respect to any payments due hereunder including but not limited to, withholding of tax from such payments. 9. INDEPENDENCE OF AGREEMENT; EMPLOYMENT TERMINATION. This Agreement shall be independent of any other contract or agreement that may exist between the parties hereto from time to time. This Agreement shall not restrict the Employer's rights to terminate Employee's employment with the Employer nor Employee's rights to terminate employment with the Employer; provided, however, that the Employer shall not terminate Employee's employment prior to a Change in Control solely to avoid its obligations under this Agreement. No merger or consolidation with any other entity, or sale of all or substantially all of Employer's assets constituting an Escrow Funding Event, or thereafter a 8 Change in Control shall occur without assumption of the Agreement by the purchaser or payment by purchaser or Employer of the sums set forth in subsection (a) of Section 2 of this Agreement. 10. SECTION HEADINGS. The Section headings used in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 11. NOTICES. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and if personally delivered or sent by certified or registered mail to his residence as last shown on the employment records of the Employer in the case of Employee, or to the corporate headquarters to the attention of the President in the case of the Employer. 12. NON WAIVER. The waiver by the Employer or Employee of a breach of any provision of this Agreement by Employee or the Employer shall not operate or be construed as a waiver of any subsequent breach by Employee or the Employer of the same or any other provision hereof. 13. ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous understandings, written or oral. Any amendment to this Agreement shall be executed in writing with the same formality as this Agreement. 14. BINDING EFFECT. This Agreement shall be binding upon Employee and the Employee's heirs, executors, administrators, successors and assigns and upon the Employer and its successors and assigns. 15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the _____ day of __________, 2002. THE REYNOLDS AND REYNOLDS COMPANY By_______________________________ Lloyd G. Waterhouse, Chief Executive Officer, Chairman and President 9 _______________________________ Paul S. Guthrie 10 Exhibit A ESCROW AGREEMENT This ESCROW AGREEMENT made and entered into as of this _____ day of __________, 2002, by and between THE REYNOLDS AND REYNOLDS COMPANY, an Ohio corporation ("REYNOLDS") and BANK ONE TRUST COMPANY, NA (the "ESCROW AGENT"). RECITALS: WHEREAS, REYNOLDS has adopted a policy of providing termination pay protection for certain of its key management personnel under conditions set forth in an agreement dated __________, 2002 (the "Agreement"); and WHEREAS, REYNOLDS has identified Paul S. Guthrie ("Employee") as key management personnel and has entered into the Agreement with him; and WHEREAS, the required protective payments under the Agreement are to be paid to an escrow account at the ESCROW AGENT; NOW, THEREFORE, in consideration of the covenants and agreements contained in this ESCROW AGREEMENT, the parties agree as Allows: 1. Acceptance of Escrow. The ESCROW AGENT shall serve as ESCROW AGENT in accordance with the provisions of this ESCROW AGREEMENT, and the duties of the ESCROW AGENT shall be solely those imposed by this ESCROW AGREEMENT. 2. Terms. The ESCROW AGENT shall receive, hold and disburse funds as ESCROW AGENT in accordance with the Agreement, in the form attached hereto as Exhibit A and made a part hereof. The ESCROW AGENT acknowledges that it has reviewed and is familiar with the Agreement and shall be bound by the obligations, terms and conditions therein relating to the ESCROW AGENT and its duties. However, the ESCROW AGENT is not a party to or bound by the Agreement, except as specifically provided for therein and as provided in Sections 2, 4, 6, 7 and 8 of this ESCROW AGREEMENT. The ESCROW AGENT shall be liable for only such funds and items as are actually deposited and received by it for the purposes of said escrow. 3. Indemnification. So long as the ESCROW AGENT shall follow the terms of this ESCROW AGREEMENT and any instructions issued hereunder in good faith, relying upon documents which it believes to be genuine and properly signed and executed, it shall be held free, clear and harmless and shall incur no liability hereunder. REYNOLDS shall indemnify and hold the ESCROW AGENT harmless from any loss, liability, cost, or expense, including reasonable legal fees and expenses, which may arise or be incurred by reason of this ESCROW AGREEMENT or the ESCROW AGENT's performance in good faith of any duty or obligation hereunder. 1 The ESCROW AGENT shall not be liable for any error of judgment or for any act done or omitted by it in good faith, or for anything which it may in good faith do or refrain from doing in connection with said escrow; nor will any liability be incurred by the ESCROW AGENT if, in the event of any dispute or question as to the construction of this ESCROW AGREEMENT or any demand or notice hereunder, the ESCROW AGENT acts in accordance with the opinion of its legal counsel. 4. Investments by ESCROW AGENT; Income. The ESCROW AGENT shall invest escrow funds in federally insured interest bearing accounts selected by REYNOLDS or in any one or more of the following investments, selected by the ESCROW AGENT: (a) Certificates of Deposit of United States commercial banks holding membership in the Federal Reserve System. Such U.S. banks shall have minimum total assets of $1,000,000,000 and shall not be currently listed on any publicly disclosed report of U.S. banks having financial problems warranting close monitoring by the Federal Reserve Board. (b) Euro-dollar Certificates of Deposit issued by the twenty five (25) largest United States commercial banks, which banks shall have minimum total assets of $1,000,000,000 and shall not be currently listed on any publicly disclosed report of U.S. banks having financial problems warranting close monitoring by the Federal Reserve Board. (c) Bankers Acceptances of United States commercial banks holding membership in the Federal Reserve System. Such U.S. banks shall have minimum total assets of $1,000,000,000 and shall not be currently listed on any publicly disclosed report of U.S. banks having financial problems warranting close monitoring by the Federal Reserve Board. (d) United States Treasury Bills. (e) United States Treasury Notes. (f) United States Government Guaranteed "Project Notes" and/or Tax Exempt Notes rated MIG 1 by Moody's rating agency. (g) Debt instruments issued by the following five United States Government agencies: Federal Intermediate Credit Banks Banks for Cooperatives Federal Land Banks Federal Home Loan Banks Federal National Mortgage Association (h) Commercial Paper rated Prime-1 by Moody's rating agency or rated A-1 by Standard & Poors rating agency. 2 (i) Money market funds (including those managed by the ESCROW AGENT) the assets of which are obligations of or guaranteed by the United States of America (or repurchase agreements fully collateralized by such obligations) and which funds are rated, at the time of purchase, "Am" or "Am-G" or higher by S&P. In addition, with respect to any corporation's commercial paper being purchased, such corporation's long term debt, if any, must be rated either A by Moody's rating agency or A by Standard & Poors rating agency. The total investments in the above described approved Certificates of Deposit, Bankers Acceptances, Commercial Paper, and/or Tax Exempt Notes shall be limited to a maximum of $1,000,000 at any one time in any one single bank, corporation, state and/or municipality. With respect to funds deposited in escrow by REYNOLDS pursuant to the terms of the Agreement, principal shall be used only for the payments to the Employee. Any and all income on invested funds shall be paid to REYNOLDS in accordance with subsection (c) of Section 2 of the Agreement. Fees of the Escrow Agent shall be paid by REYNOLDS in accordance with subsection (c) of Section 2 of the Agreement. With respect to funds deposited pursuant to the Agreement, the ESCROW AGENT shall be authorized to invest such funds. The ESCROW AGENT will maintain such liquidity in the investments as will permit them to be cashed when necessary to fund the required distributions to Employee. 5. Termination. This ESCROW AGREEMENT and all obligations of the ESCROW AGENT shall terminate upon satisfaction by the ESCROW AGENT of all of its obligations under this ESCROW AGREEMENT and the Agreement. 6. Adverse Claims. ESCROW AGENT shall make delivery or disbursement of the funds deposited hereunder in accordance with the terms of the ESCROW AGREEMENT and the Agreement, regardless of any disagreement or the presentation of any adverse claims or demands of any person, unless such person shall have obtained an injunction from a court having proper jurisdiction, enjoining ESCROW AGENT from making such delivery or disbursement. ESCROW AGENT shall not become liable to REYNOLDS or to any other person, for or because of such delivery or disbursement of such funds, even with knowledge of a disagreement or adverse claim or demand. 7. Demands. Except in cases where demand or notice by a single party is specifically provided for in this ESCROW AGREEMENT or in the Agreement, the ESCROW AGENT shall not be bound to recognize any notice, demand or change of instructions as having any effect on this escrow unless given in writing and signed by all parties considered by the ESCROW AGENT to be affected thereby. 8. Notices. Any notice required or permitted to be given hereunder shall be given in writing and shall be sufficiently delivered if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 3 Bank One Trust Company, NA 100 East Broad Street, 8th Floor Attn: Corporate Trust Department Columbus, OH 43215 The Reynolds and Reynolds Company 115 S. Ludlow Street Dayton, Ohio 45401 Attn: Chief Financial Officer Should the address of any party identified above change for the purposes of this ESCROW AGREEMENT, such party shall give written notice of the new address to the other parties identified above. All notices under this ESCROW AGREEMENT to the ESCROW AGENT shall be given in writing to an officer of the ESCROW AGENT. Unless written notice shall so be given, the ESCROW AGENT shall not be required to take or be bound by said notice or to take action concerning such notice. If written notice be properly given and the ESCROW AGENT is required upon receipt thereof to take any action hereunder and such action involves any expense or liability, the ESCROW AGENT shall not be required to take any such action unless it is indemnified against such expense or liability in a manner reasonably satisfactory to the ESCROW AGENT. At the time of depositing funds into escrow on behalf of Employee, REYNOLDS shall deliver to the ESCROW AGENT a written notice setting forth such person's name and address, and social security number identifying the amounts being deposited on such person's behalf, and the conditions of the Agreement, which have been met and which, therefore, require that such deposit be made. 9. Record Keeping. The ESCROW AGENT shall maintain records showing the amount and date of all deposits made by REYNOLDS for the benefit of Employee and the amount and due of all disbursements made to Employee, his heirs, successors and assigns. REYNOLDS shall be given access to said records at reasonable times upon request. 10. Escrow Fee. REYNOLDS shall pay to the ESCROW AGENT for its services hereunder an escrow fee based upon the then current schedule of charges for such services promulgated by the ESCROW AGENT and shall pay additional reasonable compensation for any further or extraordinary service which the ESCROW AGENT may be required to render pursuant to the terms of this ESCROW AGREEMENT. 11. Binding Effect. This ESCROW AGREEMENT shall be binding upon and inure to the heirs, executors, administrators, personnel representatives, successors and assigns of all parties hereto. 12. Miscellaneous. Employee is acknowledged to be third party beneficiary upon the deposit of any amounts under this ESCROW AGREEMENT for his benefit. This ESCROW AGREEMENT may be modified or amended only by a writing signed (i) by all parties hereto, (ii) by the third party beneficiary and (iii) by any other person the ESCROW AGENT considers 4 to be affected by said modification or amendment. This ESCROW AGREEMENT shall be construed and enforced in accordance with the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have set their respective hands the year and date first above written. THE REYNOLDS AND REYNOLDS COMPANY By___________________________ "REYNOLDS" BANK ONE TRUST COMPANY, NA By___________________________ "ESCROW AGENT" 5 Exhibit B BENEFICIARY DESIGNATION TO: The President of The Reynolds and Reynolds Company Pursuant to the Agreement dated __________, 2002 the undersigned hereby designates the following beneficiary (beneficiaries) to receive any benefits which may be payable under said Agreement subsequent to the undersigned's death: (1) _______________________________________________________________________ (2) If the beneficiary (beneficiaries) named in (1) above is not living or is no longer in existence, as the case may be, then to: ________________________________________________________________________________ This Beneficiary Designation revokes all prior designations made by the undersigned and is subject to all the terms of the Agreement. Dated: __________, 2002 _________________________________ Paul S. Guthrie EX-10.J 4 l97170aexv10wj.txt EX-10.J GENERAL FORM OF INDEMNIFICATION AGREEMNT Exhibit (10) (j) INDEMNIFICATION AGREEMENT THIS AGREEMENT, effective as of ________________, is by and between The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), and ________________________ (the "Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available; WHEREAS, Indemnitee is a director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public companies in today's environment; WHEREAS, the Code of Regulations of the Company requires the Company to indemnify and advance expenses to its directors and officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as a director of the Company in part in reliance on such Code of Regulations; WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, and Indemnitee's reliance on the aforesaid Code of Regulations, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Code of Regulations be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Code of Regulations or any change in the composition of the Company's Board of Directors or certain acquisition transactions relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' liability insurance policies; NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Certain Definitions: (a) CHANGE IN CONTROL: shall be deemed to have occurred if: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than Richard H. Grant, Jr., his 1 children or his grandchildren, the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company, any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this Section) whose election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof; or (iii) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (a) a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the Voting Securities of the Company or such surviving entity or parent thereof outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of liquidation, dissolution or winding up of the Company or an agreement for the sale or other disposition by the Company of all or substantially all the Company's assets. (b) CLAIM: any threatened, pending or completed action, suit, proceeding, alternative dispute resolution, or any inquiry, hearing or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution, whether civil, criminal, administrative, investigative or other. (c) EXPENSES: means any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution, hearing, inquiry or investigation), 2 judgments, fines, penalties and amounts paid in settlement (if, and only if such settlement is approved by the Company, which approval shall not be unreasonably withheld) of any Claim relating to an Indemnifiable Event. (d) INDEMNIFIABLE EVENT: any event or occurrence related to or arising in part or in whole out of the fact that Indemnitee is or was or may be deemed to be a director, officer, employee, agent or fiduciary of the Company or any subsidiary of the Company, or is or was serving or may be deemed to be serving at the request of the Company as a director, officer, employee, trustee, member, manager, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity. (e) INDEPENDENT LEGAL COUNSEL: an attorney or firm of attorneys, selected in accordance with the provisions of Section 4, who shall not have otherwise performed services for the Company or indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). (f) REVIEWING PARTY: any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by such Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel. (g) VOTING SECURITIES: any securities of the Company which vote generally in the election of directors. 2. Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary and subject to Section 5 below, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any action initiated by Indemnitee, other than a Legal Proceeding described in Section 2(b) which shall be permitted as provided in Section 2(b), (an "Indemnitee Initiated Action") unless the Board of Directors has authorized or consented to the initiation of such action. 3 (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law (a "Legal Proceeding"), any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect to such Legal Proceeding (as to which all rights of appeal therefrom have been exhausted or lapsed). If the final determination made in a Legal Proceeding is that the Indemnitee is or was entitled to indemnification, the Company shall indemnify Indemnitee against Expenses incurred by Indemnitee in connection with such Legal Proceeding. (c) If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Ohio having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 3. Contribution. If the indemnification provided for in Section 2(a) above for any reason is held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any Expenses of a Claim, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount of Expenses paid or payable by Indemnitee (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by 4 applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such Expenses, as well as any other relevant equitable considerations. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding sentence. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. 4. Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Regulation now or hereafter in effect relating to Claims or Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnity such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 5. Indemnification for an Indemnitee Initiated Action. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within two business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any Indemnitee Initiated Action, regardless of the ultimate outcome of such Indemnitee Initiated Action. 6. Notice. Indemnitee shall give the Company written notice as soon as practicable of any Claim made against Indemnitee relating to an Indemnifiable Event. Notice to the Company shall be directed to the Company's Chief Executive Officer at the address shown on the signature page of this Agreement (or such other address as designated by the Company). 7. Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) 5 the Indemnitee shall have the right to employ Indemnitee's counsel in any such Claim at Indemnitee's expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 8. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses relating to a Claim but not, however, for the entire amount thereof, the Company shall nevertheless indemnity Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 9. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. 10. No Presumptions. For purposes of this Agreement, the termination of any Claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 11. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Articles of Incorporation, the Company's Code of Regulations or the Ohio General Corporation Law or otherwise. To the extent that a change in the Company's Articles of Incorporation, the Company's Code of Regulations or the Ohio General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently, 6 it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 12. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer. 13. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of five years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 14. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. Any failure of any of the parties hereto to comply with any terms or provision of this Agreement may be waived by the party entitled to the benefits thereof at any time by an instrument in writing signed by or on behalf of such party, but such waiver or failure to insist on strict compliance with such terms or provisions shall not be construed as a waiver of, or estoppel with respect to, any subsequent or other failure to comply nor shall waiver of any of the provisions of this Agreement be deemed to constitute a waiver of any other provisions hereof (whether or not similar). 15. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 16. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Regulation or otherwise) of the amounts otherwise indemnifiable hereunder. 17. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company's request. 7 18. No Construction as Employment Agreement. Nothing contained herein shall be construed as giving Indemnitee, if an employee of the Company or any of its related enterprises, any right to be retained in the employ of the Company or any of its related enterprises. 19. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law. 20. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the _____ day of ________________ 2002. THE REYNOLDS AND REYNOLDS COMPANY By:_______________________________ Lloyd G. Waterhouse, Chairman, Chief Executive Officer and President Address: ________________________ _________________________________ _________________________________ _______________________________ [DIRECTOR] 8 EX-21 5 l97170aexv21.txt EX-21 EXHIBIT (21) LIST OF SUBSIDIARIES
STATE OR OTHER JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - -------------------------------------------------------------------------------- Reyna Capital Corporation Ohio Reyna Funding, L.L.C. Ohio Reynolds and Reynolds (Canada) Limited Canada Reynolds and Reynolds Holdings, Inc. Delaware Reynolds Vehicle Registration, Inc. Ohio
EX-99.1 6 l97170aexv99w1.txt EX-99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, I, Lloyd G. Waterhouse, certify that: To the best of my knowledge and belief, the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended September 30, 2002 by The Reynolds and Reynolds Company and to which this certification is appended, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of The Reynolds and Reynolds Company. /s/ Lloyd G. Waterhouse ---------------------------- Lloyd G. Waterhouse Chief Executive Officer, Chairman and President EX-99.2 7 l97170aexv99w2.txt EX-99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, I, Dale L. Medford, certify that: To the best of my knowledge and belief, the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended September 30, 2002 by The Reynolds and Reynolds Company and to which this certification is appended, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of The Reynolds and Reynolds Company. /s/ Dale L. Medford ------------------------------ Dale L. Medford Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----