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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

Commission File Number 0-25346


TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of
incorporation or organization)
  47-0772104
(I.R.S. Employer
Identification No.)

224 South 108th Avenue
Omaha, Nebraska 68154
(Address of principal executive offices,
including area code)

 

(402) 334-5101
(Registrant's telephone number,
including zip code)

        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     

        The number of shares of the issuer's Class A Common Stock, par value $.005 per share, outstanding as of August 12, 2002 was 35,410,720 (excluding 1,476,145 shares held as Treasury Stock, and including 426,434 Exchangeable Shares of TSA Exchangeco Limited which can be exchanged on a one-for-one basis for shares of the issuer's Class A Common Stock and 12,166 options to purchase shares of the issuer's Class A Common Stock at an exercise price of one cent per share).





TABLE OF CONTENTS

 
  Page
PART I—FINANCIAL INFORMATION    
                Other Information   2
Item 1.    Financial Statements   2
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations   30
Item 3.    Quantitative and Qualitative Disclosures About Market Risk   37

PART II—OTHER INFORMATION

 

 
Item 6.    Exhibits and Reports on Form 8-K   38
Signature   39
Certification of Chief Executive Officer   40
Certification of Chief Financial Officer   41


PART I—FINANCIAL INFORMATION

Other Information

        On August 14, 2002, the Company announced that it was reviewing the accounting treatment for several transactions involving one of the Company's customers that originated in prior fiscal years. After the initial review of these transactions, the Company determined a restatement of previously issued financial results was required as a result of these transactions.

        In the course of the Company's review of its fiscal 2001 and 2000 consolidated financial statements, the Company identified transactions for which accounting adjustments were necessary, which resulted in restatements of the Company's consolidated financial statements for fiscal 2001 and 2000, as well as restatements of previously announced quarterly results for the first three quarters of fiscal 2002 and each quarter during fiscal 2001 and 2000. These accounting adjustments, except as described in Note 3 to Item 1—Financial Statements, are in addition to the transactions initially identified and considered at the time of the August 14, 2002 announcement.

        In view of the determination to restate prior financial statements, the Company also announced on August 14, 2002 that its Chief Executive Officer and Chief Financial Officer would not make the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 until the completion of the audit of its prior financial statements. The Company noted that the Chief Executive Officer and the Chief Financial Officer were expected to make such certifications promptly upon completion of the audit. The certifications required pursuant to the Sarbanes-Oxley Act of 2002 are filed as part of this Form 10-Q/A.

        The Company's consolidated financial statements for the three and nine-month periods ended June 30, 2002 and 2001 have been restated. Note 3 to Item 1—Financial Statements provides information relating to the restatement. Additionally, this Form 10-Q/A removes the disclosure from the original filing that a review had not been completed. In order to preserve the nature and character of the disclosures set forth in the Form 10-Q as originally filed, this Form 10-Q/A speaks as of the date of the original filing, and the Company has not updated the disclosures other than as they relate to or are affected by the restatement to present information as of a later date. While this Form 10-Q/A primarily relates to the historical periods covered, events may have taken place since the original filing that might have been reflected in this Form 10-Q/A if they had taken place prior to the original filing.


Item 1.    Financial Statements.

Index to condensed consolidated financial statements filed as part of this Form 10-Q/A:

  Page
  Condensed Consolidated Balance Sheets as of June 30, 2002 and September 30, 2001   3
  Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2002 and 2001   4
  Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2002 and 2001   5
  Notes to Condensed Consolidated Financial Statements   6

2



TRANSACTION SYSTEMS ARCHITECTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except share amounts)

 
  June 30,
2002

  September 30,
2001

 
 
  (Restated)

  (Restated)

 
ASSETS  
Current assets:              
  Cash and cash equivalents   $ 59,123   $ 32,004  
  Marketable securities     5,212     4,765  
  Billed receivables, net of allowances of $2,959 and $4,180, respectively     55,698     55,690  
  Accrued receivables     12,911     23,414  
  Deferred income taxes, net     25,744     10,589  
  Other     5,974     9,420  
   
 
 
  Total current assets     164,662     135,882  

Property and equipment, net

 

 

12,444

 

 

14,474

 
Software, net     6,303     11,778  
Goodwill, net     57,980     57,371  
Deferred income taxes, net     22,502     47,097  
Other     3,774     5,801  
   
 
 
    Total assets   $ 267,665   $ 272,403  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
Current liabilities:              
  Debt-financing agreements   $ 20,114   $ 13,104  
  Line of credit         12,000  
  Accounts payable     7,656     13,633  
  Accrued employee compensation     5,171     7,194  
  Income taxes payable     12,824     2,013  
  Accrued liabilities     14,491     18,130  
  Deferred revenue     49,546     47,358  
  Other     367     504  
   
 
 
    Total current liabilities     110,169     113,936  

Debt-financing arrangements

 

 

28,435

 

 

44,135

 
Deferred revenue     27,163     28,544  
Other     2,402     1,818  
   
 
 
    Total liabilities     168,169     188,433  
   
 
 

Stockholders' equity:

 

 

 

 

 

 

 
  Class A Common Stock, 36,848,429 and 36,687,658 shares issued and outstanding, respectively     183     183  
  Additional paid-in capital     228,168     227,126  
  Retained earnings     (84,984 )   (99,196 )
  Treasury stock, 1,476,145 shares     (35,258 )   (35,258 )
  Accumulated other comprehensive loss     (8,613 )   (8,885 )
   
 
 
    Total stockholders' equity     99,496     83,970  
   
 
 
    Total liabilities and stockholders' equity   $ 267,665   $ 272,403  
   
 
 

See notes to condensed consolidated financial statements.

3



TRANSACTION SYSTEMS ARCHITECTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
 
  2002
  2001
  2002
  2001
 
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

 
Revenues:                          
  Software license fees   $ 38,706   $ 34,547   $ 119,152   $ 118,619  
  Maintenance fees     18,175     16,651     55,656     49,256  
  Services     12,060     16,707     37,638     48,881  
   
 
 
 
 
    Total revenues     68,941     67,905     212,446     216,756  
   
 
 
 
 
Expenses:                          
  Cost of software license fees     6,673     11,002     23,838     33,547  
  Cost of maintenance and services     14,441     18,606     45,885     54,914  
  Research and development     8,711     10,854     26,678     32,357  
  Selling and marketing     15,033     19,552     45,325     57,802  
  General and administrative     11,528     19,066     36,670     46,377  
  Goodwill amortization         4,650         10,571  
  Impairment of goodwill         6,252         6,252  
   
 
 
 
 
    Total expenses     56,386     89,982     178,396     241,820  
   
 
 
 
 
Operating income (loss)     12,555     (22,077 )   34,050     (25,064 )
   
 
 
 
 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest income     404     342     1,044     1,394  
  Interest expense     (1,313 )   (1,685 )   (4,376 )   (5,678 )
  Other     424     (2,808 )   4,022     (17,188 )
   
 
 
 
 
    Total other income (expense)     (485 )   (4,151 )   690     (21,472 )
   
 
 
 
 
Income (loss) before income taxes     12,070     (26,228 )   34,740     (46,536 )
Income tax provision     (7,066 )   (881 )   (20,528 )   (1,549 )
   
 
 
 
 
Net income (loss)     5,004     (27,109 )   14,212     (48,085 )
   
 
 
 
 
Earnings (loss) per share information:                          
  Weighted average shares outstanding:                          
    Basic     35,355     35,086     35,303     33,765  
   
 
 
 
 
    Diluted     35,735     35,086     35,576     33,765  
   
 
 
 
 
Earnings (loss) per share:                          
    Basic   $ 0.14   $ (0.77 ) $ 0.40   $ (1.42 )
   
 
 
 
 
    Diluted   $ 0.14   $ (0.77 ) $ 0.40   $ (1.42 )
   
 
 
 
 

See notes to condensed consolidated financial statements.

4



TRANSACTION SYSTEMS ARCHITECTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

 
  Nine Months Ended June 30,
 
 
  2002
  2001
 
 
  (Restated)

  (Restated)

 
Cash flows from operating activities:              
  Net income (loss)   $ 14,212   $ (48,085 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:              
    Depreciation     4,932     6,067  
    Amortization     7,918     23,377  
    Gain on sale of business     (8,743 )    
    Non cash and other impairments     4,775     9,349  
    Impairments of goodwill and software         6,252  
    Changes in operating assets and liabilities:              
      Billed and accrued receivables, net     8,282     7,935  
      Other current and noncurrent assets     2,079     4,908  
      Accounts payable     (5,919 )   (4,459 )
      Deferred revenue     4,532     8,702  
      Income taxes     17,097     (7,432 )
      Other current and noncurrent liabilities     (5,502 )   (4,194 )
   
 
 
        Net cash provided by operating activities     43,663     2,420  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Purchases of property and equipment, net     (3,037 )   (1,668 )
  Additions to software     (765 )   (2,465 )
  Net proceeds from sale of business     5,429      
  Acquisition of business, net of cash acquired         1,121  
  Other, net     585     (891 )
   
 
 
      Net cash provided by (used in) investing activities     2,212     (3,903 )
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Proceeds from issuance of Class A Common Stock     910     1,140  
  Proceeds from exercise of stock options     69     223  
  Net borrowings (repayments) on lines of credit     (12,000 )   (2,925 )
  Proceeds from debt financing arrangements     7,600     16,975  
  Payments on debt financing arrangements     (16,290 )   (9,335 )
  Borrowings of long-term debt     411     365  
   
 
 
      Net cash (used in) provided by financing activities     (19,300 )   6,443  
   
 
 
Effect of exchange rate fluctuations on cash     544     (247 )
   
 
 
Net increase in cash and cash equivalents     27,119     4,713  
Cash and cash equivalents, beginning of period     32,004     23,132  
   
 
 
Cash and cash equivalents, end of period   $ 59,123   $ 27,845  
   
 
 

See notes to condensed consolidated financial statements.

5



TRANSACTION SYSTEMS ARCHITECTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Consolidated Financial Statements

        Transaction Systems Architects, Inc., a Delaware corporation, and its subsidiaries (collectively referred to as "TSA" or the "Company"), develops, markets, installs and supports a broad line of software products and services primarily focused on facilitating electronic payments and electronic commerce. In addition to its own products, the Company distributes, or acts as a sales agent for, software developed by third parties. These products and services are used principally by financial institutions, retailers and e-payment processors, both in domestic and international markets.

        The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        The condensed consolidated financial statements at June 30, 2002, and for the three and nine months ended June 30, 2002 and 2001, are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001. The results of operations for the three and nine months ended June 30, 2002 are not necessarily indicative of the results that may be achieved for the entire fiscal year ending September 30, 2002. See discussion of restatement of condensed consolidated financial statements at Note 3.

2.    Summary of Significant Accounting Policies

Use of Estimates in Preparation of Consolidated Financial Statements

        The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition, Accrued Receivables and Deferred Revenue

        Software License Fees.    The Company recognizes software license fee revenue in accordance with American Institute of Certified Public Accountants ("AICPA") Statement of Position ("SOP") 97-2, "Software Revenue Recognition," SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition With Respect to Certain Transactions," and Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements." For software license arrangements for which services rendered are not considered essential to the functionality of the software, the Company recognizes revenue upon delivery, provided (1) there is persuasive evidence of an arrangement, (2) collection of the fee is considered probable and (3) the fee is fixed or determinable. In most arrangements, vendor-specific objective evidence ("VSOE") of fair value does

6


not exist for the license element; therefore, the Company uses the residual method under SOP 98-9 to determine the amount of revenue to be allocated to the license element. Under SOP 98-9, the fair value of all undelivered elements, such as postcontract customer support (maintenance or "PCS") or other products or services, is deferred and subsequently recognized as the products are delivered or the services are performed, with the residual difference between the total arrangement fee and revenues allocated to undelivered elements being allocated to the delivered element.

        When a software license arrangement includes services to provide significant production, modification, or customization of software, those services are not separable from the software and are accounted for in accordance with Accounting Research Bulletin ("ARB") No. 45, "Long-Term Construction-Type Contracts," and the relevant guidance provided by SOP 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts." Accounting for services delivered over time under ARB No. 45 and SOP 81-1 is referred to as contract accounting. Under contract accounting, the Company uses the percentage-of-completion method. Under the percentage-of-completion method, the Company records revenue for the software license fee and services over the development and implementation period, with the percentage of completion measured by the percentage of labor hours incurred to-date to estimated total labor hours for each contract. For those contracts subject to percentage-of-completion contract accounting, estimates of total revenue under the contract, which are used in current percentage-complete computations, exclude amounts due under extended payment terms. In certain cases, the Company provides its customers with extended terms where payment is deferred beyond when the services are rendered. Because the Company is unable to demonstrate a history of enforcing payment terms under such arrangements without granting concessions, the Company excludes revenues due on extended payment terms from its current percentage of completion computation because it cannot be presumed that those fees are fixed and determinable.

        For software license arrangements in which a significant portion of the fee is due more than 12 months after delivery, the software license fee is deemed not to be fixed or determinable. For software license arrangements in which the fee is not considered fixed or determinable, the software license fee is recognized as revenue as payments become due and payable, if all other conditions to revenue recognition have been met. For software license arrangements in which the Company has concluded that collection of the fees is not probable, revenue is recognized as cash is collected. In making the determination of collectibility, the Company considers the creditworthiness of the customer, economic conditions in the customer's industry and geographic location, and general economic conditions.

        For software license arrangements in which the Company's ability to enforce payment terms depends on customer acceptance provisions, software license fee revenue is recognized upon the earlier of the point at which (1) the customer accepts the software products or (2) the acceptance provisions lapse.

        For software license arrangements in which VSOE of the fair value of undelivered elements does not exist to allocate the total fee to all elements of the arrangement, revenue is deferred until the earlier of the point at which (1) such sufficient VSOE of the fair value of undelivered elements does exist or (2) all elements of the arrangement have been delivered.

        Gross versus Net.    For software license arrangements in which the Company acts as a sales agent for another company's products, revenues are recorded on a net basis. These include arrangements in which the Company does not take title to the products, is not responsible for providing the product or service, earns a fixed commission, and assumes credit risk only to the extent of its commission. For software license arrangements in which the Company acts as a distributor of another company's

7



product, and in certain circumstances, modifies or enhances the product, revenues are recorded on a gross basis. These include arrangements in which the Company takes title to the products and is responsible for providing the product or service.

        Subscriptions and Usage Fees.    For software license arrangements in which the Company permits the customer to vary their software mix, including the right to receive unspecified future software products during the software license term, the Company recognizes revenue ratably over the license term, provided all other revenue recognition criteria have been met. For software license arrangements in which the customer is charged software license fees based on usage of the product, the Company recognizes revenue as usage occurs over the term of the licenses, provided all other revenue recognition criteria have been met.

        Maintenance Fees.    Revenues for PCS are recognized ratably over the maintenance term specified in the contract. In arrangements where a multi-year time-based software license has a duration of one year or less or the initial PCS term is relatively long (i.e. greater than fifty percent) compared to the term of the software license, the Company recognizes revenue for the entire arrangement ratably over the PCS term as VSOE of fair value cannot be established.

        Services.    Revenues from arrangements to provide professional services on a time and materials basis are recognized as the related services are performed. Revenues from professional services provided on a fixed fee basis are recognized using the percentage-of-completion method.

        Non-monetary Transactions.    Non-monetary transactions are accounted for in accordance with Accounting Principles Board ("APB") Opinion No. 29, "Accounting for Non-monetary Transactions," which requires that the transfer or distribution of a non-monetary asset or liability generally be based on the fair value of the asset or liability that is received or surrendered, whichever is more clearly evident. In those cases where fair value of the assets exchanged is not readily determinable, the exchange is recorded at the historical cost of the asset surrendered.

        Accrued Receivables.    Accrued receivables represent amounts to be billed in the near future (less than 12 months).

        Deferred Revenue.    Deferred revenue represents (1) payments received from customers for software licenses, maintenance and/or services in advance of providing the product or performing services, (2) amounts deferred whereby VSOE does not exist, or (3) amounts deferred if other conditions to revenue recognition have not been met.

Cash and Cash Equivalents

        The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Marketable Securities

        The Company accounts for its investments in marketable equity securities in accordance with Statement of Financial Accounting Standard ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The Company's portfolio consists of securities classified as available-for-sale, which are recorded at fair market values based on quoted market prices. Net unrealized gains and losses on marketable securities (excluding other than temporary losses) are reflected in the consolidated financial statements as a component of accumulated other comprehensive

8



income. Net realized gains and losses are computed on the basis of average cost and are recognized when realized.

        Marketable securities are considered to be impaired when a decline in fair value below cost basis is determined to be other than temporary. The Company continually monitors its investment holdings for evidence of impairment by evaluating, among other factors, the length of time and extent to which the fair value is less than cost, the financial condition of the business and its expected cash flows, anticipated changes in technology, and other industry and market trends. Once a decline in fair value is determined to be other than temporary, a write-down is recorded and a new cost basis in the security is established.

Concentrations of Credit Risk

        In the normal course of business, the Company is exposed to credit risk resulting from the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract. The Company regularly monitors credit risk exposures. Potential concentration of credit risk in the Company's receivables with respect to the banking, other financial services and telecommunications industries, as well as with retailers, processors and networks is mitigated by the Company's credit evaluation procedures and geographical dispersion of sales transactions. The Company generally does not require collateral or other security to support accounts receivable.

Property and Equipment

        Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Assets under capital leases are amortized over the shorter of the asset life or the lease term.

Goodwill and Other Intangibles

        In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," which the Company adopted effective October 1, 2001, goodwill is no longer amortized, but instead is assessed for impairment at least annually. During this assessment, management relies on a number of factors, including operating results, business plans and anticipated future cash flows. Prior to fiscal 2002, goodwill was amortized using the straight-line method over estimated useful lives of five to ten years. Other intangible assets are amortized over estimated useful lives of three to ten years.

Impairment of Long-Lived Assets

        The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Prior to the adoption of SFAS No. 142 on October 1, 2001, goodwill was also subject to similar impairment testing requirements under SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." An impairment loss is recorded if the sum of the future cash flows expected to result from the use of the asset (undiscounted and without interest charges) is less than the carrying amount of the asset. The amount of the impairment charge is measured based upon the fair value of the asset.

Software

        Software consists of internally-developed software and purchased software. In accordance with SFAS No. 86, "Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise

9



Marketed," the Company capitalizes costs related to certain internally-developed software when the resulting products reach technological feasibility. The Company determines technological feasibility when it has a detailed program design of a computer software product that takes product function, feature, and technical requirements to their most detailed, logical form and is ready for coding. Purchased software consists of software to be marketed externally that was acquired primarily as the result of a business acquisition ("acquired software") and costs of computer software obtained for internal use that were capitalized in accordance with SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" ("internal-use software").

        Amortization of internally-developed software costs to be sold or marketed begins when the products are available for licensing to customers and is computed separately for each product as the greater of (a) the ratio of current gross revenue for a product to the total of current and anticipated gross revenue for the product or (b) the straight-line method over three years. Due to competitive pressures, it may be possible that the estimates of anticipated gross revenue or remaining estimated economic life of the software products will be reduced significantly. As a result, the carrying amount of the software product may be reduced accordingly.

Debt—Financing Agreements

        The Company periodically sells rights to future payment streams under software license arrangements with extended payment terms. In accordance with the Financial Accounting Standards Board's ("FASB") Emerging Issues Task Force ("EITF") 88-18, "Sales of Future Revenues," the Company records the proceeds received from these arrangements as debt and reduces the debt principal as payments are made. Interest on the debt accrues monthly and is computed using the effective interest method.

Stock-Based Compensation Plans

        The Company accounts for its stock-based compensation plans under the intrinsic value method in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees" and follows the disclosure provisions of SFAS No. 123 "Accounting for Stock-Based Compensation."

Translation of Foreign Currencies

        The Company's foreign subsidiaries use the local currency of the countries in which they are located as their functional currency. Their assets and liabilities are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the average exchange rates during the period. Translation gains and losses (net of tax), if material, are reflected in the consolidated financial statements as a component of accumulated other comprehensive income. Transaction gains and losses related to intercompany accounts are not material and are included in the determination of net income.

Income Taxes

        The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

10



Recent Accounting Pronouncements

        In October 2001, the FASB released SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which excludes from the definition of long-lived assets goodwill and other intangibles that are not amortized in accordance with SFAS No. 142. SFAS No. 144 requires long-lived assets disposed of by sale to be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 also expands the reporting of discontinued operations to include components of an entity that have been or will be disposed of rather than limiting such discontinuance to a segment of a business. SFAS No. 144 is effective for the Company's fiscal year ending September 30, 2003. The Company does not anticipate any adjustment to the book value of its long-lived assets as a result of adopting the provisions of SFAS No. 144.

        In June 2002, the FASB released SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses accounting and reporting for costs associated with exit or disposal activities, and nullifies EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to exit an Activity." SFAS No. 146 addresses involuntary one-time employee termination benefits, costs to terminate a contract that is not a capital lease, and other associated exit costs. Existing accounting guidelines require companies to recognize a liability when management commits itself or announces plans to exit or dispose of an activity. SFAS No. 146 will prohibit companies from recognizing an exit or disposal liability until the liability has been incurred and can be measured at fair value. The Company is required to be in conformity with the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 is not expected to have a material effect on the Company's financial position or results of operations.

3.    Restatements of Condensed Consolidated Financial Results

        On August 14, 2002, the Company announced that it was reviewing the accounting treatment for several transactions involving one of the Company's customers that originated in prior fiscal years. After the initial review of these transactions, the Company determined a restatement of previously issued financial results was required as a result of these transactions.

        In the course of the Company's review of its fiscal 2001 and 2000 consolidated financial statements the Company identified transactions for which accounting adjustments were necessary which resulted in restatements of the Company's consolidated financial statements for fiscal 2001 and 2000, as well as restatements of previously announced quarterly results for the first three quarters of fiscal 2002 and each quarter during fiscal 2001 and 2000. These accounting adjustments are in addition to the transactions initially identified and considered at the time of the April 14, 2002 announcement.

        The following is a description of each of the restatement adjustment categories. The dollar effect of each of these adjustments on each fiscal period is described below under the heading Presentation of Restated Consolidated Financial Information.

Revenue Recognition

        Fixed or Determinable.    In fiscal 1999, the Company adopted SOP 97-2, which requires that a software vendor's fee be fixed or determinable before it can recognize the license fee revenue upon shipment of the software. SOP 97-2 states that if payment of a significant portion of the software license fee is not due until after expiration of the license or more than twelve months after delivery, the license fee should be presumed not to be fixed or determinable. However, SOP 97-2 provides that

11


the software vendor can overcome the presumption that the software license fees are not fixed or determinable if the vendor has a standard business practice of using long-term or installment contracts and has a history of successfully collecting the software license fees under the original payment terms of the software license arrangement without making concessions.

        Previously, the Company concluded that for certain BASE24 and ICE software arrangements where the customer is contractually committed to make license payments that extend beyond twelve months, the fixed or determinable presumption had been overcome and software license fee revenue should be recognized upon delivery of the software, assuming that all other revenue recognition criteria had been met. Software license fee revenues recognized under these arrangements were referred to in the Company's previous filings with the SEC as "Recognized-Up-Front MLFs ("RUFs")." Software license fee revenues previously recognized as RUFs totaled approximately $9.6 million and $18.3 million during the nine months ended June 30, 2002 and 2001, respectively.

        Subsequently, it was determined that upon adoption of SOP 97-2, the Company lacked a history of successfully collecting software license fees under the original terms of the software license arrangement without making concessions, which would have enabled it to recognize software license fee revenue upon delivery of the software products. In addition, certain contracts previously accounted for under the RUF policy contained cancellation clauses and MLFs that vary with customer usage (i.e., usage-based fees). Therefore, license fees for these arrangements were also not fixed and determinable at the outset of the arrangement. As a result, the Company's consolidated financial statements have been restated to recognize revenues under software license arrangements with extended payment terms over the term of the underlying license arrangements, as payments become due and payable rather than up-front (or ratably for subscription arrangements).

        Under the Company's previous accounting, the license fee revenue recognized-up-front was generally the net present value of the monthly license fee ("MLF") payments. The difference between the payments to be received from the customer and the amount of license fee revenue recognized was accounted for as interest income using the effective interest rate method. The revised treatment for these arrangements has resulted in a reduction in interest income for the amounts previously recorded under these arrangements. In addition, the Company previously sold the MLF payment stream for certain of these previously recognized software license arrangements. The previous treatment resulted in the de-recognition of the transferred asset accounts receivable following the sale of the MLF receivable. The revised treatment for these arrangements has resulted in the recording of periodic interest expense for the difference between the proceeds received under the factoring arrangements and the license fee revenues recognized under the arrangements. Due to the Company's continuing involvement in the maintenance services, the cash proceeds have been recorded as debt - financing agreements.

        VSOE.    The Company's software license arrangements typically include the licensing of software and providing of PCS. The bundled software license arrangements generally have a separate stated term for each of the software license and the PCS. The software license term generally ranges from 12 to 60 months, although some arrangements have a software license term extending beyond 60 months. The PCS term is generally 12 to 24 months, although certain of these arrangements have a PCS term that is the same as the software license term.

        SOP 97-2 requires the seller of software that includes PCS to establish VSOE of fair value of the undelivered element of the contract in order to account separately for the PCS revenue. For certain of the Company's products, VSOE of the fair value of PCS is determined by a consistent pricing of PCS and PCS renewals as a percentage of the software license fees. In other products, the Company determines VSOE by reference to contractual renewals, when the renewal terms are substantive. In

12



those cases where VSOE of the fair value of PCS is determined by reference to contractual renewals, the Company considers factors such as whether the period of the initial PCS term is relatively long when compared to the term of the software license or whether the PCS renewal rate is significantly below the Company's normal pricing practices. In arrangements where a one-year term license is bundled with PCS or the initial PCS term is relatively long (i.e., greater than 50%) compared to the license term, the Company has determined that it does not have VSOE of the PCS element from renewal terms, and license fee and PCS revenues have been restated and recognized ratably over the PCS period.

        Customer Acceptance.    Certain of the Company's software arrangements (primarily those in the Asia/Pacific region) include payment terms that are enforceable only upon the passage of time or customer acceptance. Historically, for most of the software license arrangements that contain customer acceptance provisions, the Company recognized software license fee revenue upon delivery of the software products, assuming that all other revenue recognition criteria had been met. The Company's consolidated financial statements have been restated to recognize revenues under software license arrangements with customer acceptance provisions upon the earlier of the point at which (1) the customer accepts the software products or (2) the acceptance provisions lapse. For those software license arrangements in which acceptance did not ultimately occur, this restated treatment resulted in a reduction in previously recognized revenues.

        Collectibility.    It has been determined that certain software license revenue was recognized for which collection was not reasonably assured. The Company's consolidated financial statements have been restated to recognize revenue from these arrangements as cash was received. For those software license arrangements in which collectibility was not probable at the onset of the arrangement and for which the Company received no cash or only a portion of the fees, this restated treatment resulted in a reduction of previously recognized revenues and bad debts expense.

        Contract Accounting.    SOP 97-2 requires that an arrangement to deliver software that requires significant production, modification, or customization of software should be accounted for in accordance with ARB No. 45 and the relevant guidance provided by SOP 81-1. This guidance is often referred to as contract accounting. The Company has certain software license arrangements, which are subject to contract accounting. Although payment terms are generally spread out over time in contract accounting, the concepts and risks of extended payment terms also apply to arrangements accounted for under contract accounting. The Company has determined that certain of its contract accounting arrangements contain extended payment terms and therefore the associated fees are not considered fixed and determinable. In addition, the Company previously recognized revenue up-front on certain contracts that required significant production, modification, or customization. The Company's consolidated financial statements have been restated to (1) revise the estimated total revenue under the contract which was used in the current percentage complete computations to exclude amounts due under extended payment terms, and (2) recognize revenue based on percentage completion estimated for those contracts in which revenue was previously recorded when the software was delivered even though significant customization of the delivered software was required.

        Subscription Accounting.    The Company has certain software license arrangements in which the customer has the ability to receive additional unspecified products over a limited period. Previously the Company recognized software license fee revenue upon delivery of the initial products specified in the software license arrangement. SOP 97-2 states that the software license revenue under these arrangements should be recognized ratably over the term of the arrangement, beginning with the delivery of the first product. One of the software license arrangements identified is Digital Courier

13



Technologies, Inc. ("DCTI"). The Company's consolidated financial statements have been restated to recognize revenue from these arrangements ratably over the term of the arrangement.

        Multiple-Element Arrangements.    The Company has certain multiple-product arrangements of which only a portion of the software products are delivered to the customer. Previously, the Company recognized license fee revenue for the portion of the total fee that related to the delivered products as determined by stated contract values. SOP 97-2, as amended by SOP 98-9, states that for arrangements that involve multiple elements either (1) the entire fee from the arrangement must be allocated to each of the individual elements, based on each element's VSOE of fair value, or (2) VSOE of the fair value must be established for the undelivered elements with the entire discount allocated to the delivered elements. In addition, the Company occasionally enters into more than one contract with a single customer within a short period of time. Certain of these arrangements are so closely related that they are, in substance, parts of a single arrangement. If VSOE of fair value does not exist, all revenue from the arrangement must be deferred until the earlier of when (1) such evidence does exist for each element, (2) all the elements have been delivered, or (3) the evidence of fair value exists for the undelivered elements. For certain software license arrangements in which only a portion of the products are delivered, it has been determined that VSOE of fair value for the undelivered products does not exist. The Company's consolidated financial statements have been restated for these arrangements to defer recognition of revenue for the entire arrangement until all the products in the arrangement have been delivered or at such time that it has been determined that the additional products will not be delivered, as evidenced by customer acknowledgement of credits due, if any.

        Delivery/Term Commencement.    The Company has identified certain arrangements in which delivery of the software products and/or commencement of the license term had not occurred prior to revenue being recognized. The Company has restated its consolidated financial statements for these arrangements to recognize revenue upon delivery to the customer and commencement of the license term.

        Gross versus Net, Distributor Arrangements.    The Company has inconsistently classified revenues generated from arrangements in which it has acted as a sales agent for another company's product. The Company has restated its revenues related to arrangements previously reported gross. This has resulted in the reduction of previously reported costs of software licenses in which the Company does not take title to the products, is not responsible for providing the product or service, earns a fixed commission, and assumes credit risk only to the extent of its commissions.

Operating Expenses and Other

        Purchase Accounting.    The Company has adjusted the purchase accounting for the acquisitions of Insession Inc., SDM International, Inc. ("SDM") and MDL, which were made in fiscal 2001, 2000 and 1999, respectively. The adjustments relate to the determination of the fair market value of the TSA Class A Common Stock issued to the shareholders of SDM and MDL and the determination of the fair value of deferred revenue of Insession, Inc. These adjustments resulted in a net increase to the amount of purchase price allocated to goodwill. The Company based the valuation of the SDM and MDL acquisitions on the fair market value of the TSA Class A Common Stock given as consideration for the acquisitions. The acquisition of SDM was valued based upon the Company's stock price on the third day subsequent to the announcement of the transaction. The acquisition of MDL was valued based on an average of the Company's stock price for one day prior to and four days after the announcement of the transaction. The Company has re-measured the purchase price of each acquisition based on the average closing sale price of a share of TSA Class A Common Stock using a period beginning two days before and ending two days after the date of the announcement. Additionally, the deferred revenue of

14


Insession Inc. has been reduced to fair market value resulting in a reduction in previously recorded goodwill and previously recorded revenues.

        In addition, SFAS No. 109, "Accounting for Income Taxes," requires the recognition of deferred tax liabilities for the tax consequences of differences between the assigned values of identifiable intangible assets acquired in a business combination and the tax basis of such assets. Previously, the Company did not record the deferred tax liability for certain identifiable intangible assets acquired in the Insession Inc. and MDL transactions. The Company's consolidated financial statements have been restated to recognize the deferred tax liabilities for these identifiable intangible assets. This treatment results in an increase in the allocation of purchase price to goodwill for these transactions.

        These purchase accounting adjustments resulted in increases to goodwill, goodwill amortization expense for all periods prior to the adoption of SFAS No. 142 on October 1, 2001, and the subsequent impairment losses recorded for those acquisitions.

        Capitalized Software.    Regency Systems, Inc, a wholly-owned subsidiary of the Company until February 2002, previously capitalized costs associated with the development of its Internet banking product. Regency began amortizing the capitalized software in the second quarter of fiscal 2001. Subsequent to the Internet banking product being made generally available for sale, Regency continued to capitalize software development costs that should have been expensed. Therefore, previously capitalized software development costs have been charged to research and development costs, and software amortization expense has been reversed. In addition, the Company was previously capitalizing costs associated with the development of the IntraNet CO-ach software product. It has been determined that these software costs should not have been capitalized as the underlying product was also part of an on-going international customer project under which the Company was recognizing revenue using percentage-of-completion contract accounting. Therefore, previously capitalized software development costs have been reclassified to cost of software license fees.

        Bad Debts.    The allowance for doubtful accounts and bad debts expense has been reduced for the various revisions the Company has made to its revenue recognition policies (described above). The changes to revenue recognition have generally resulted in the deferral or elimination of previously recognized revenue and accounts receivable. The Company has restated its allowance for doubtful accounts and bad debts expense to take into account changes to revenue recognition for those accounts for which revenue was previously recognized and subsequently written off as bad debts expense.

        Accrued Liabilities.    Certain accounting differences were discovered with respect to the recorded amount of accrued liabilities when compared to amounts actually paid out related to these accrued liabilities, resulting in a reduction in accrued liabilities in fiscal 2002 and 2001, and an increase in accrued liabilities in fiscal 2000 and 1999. Such differences included adjustments for commission liabilities, variable compensation and other accrued expenses.

        Facilities Management Set-up Costs.    In fiscal 1999, the Company capitalized set-up costs associated with a facilities management arrangement. These set-up costs were being amortized over the three-year term of the arrangement although the Company had previously recognized up-front fees related to initial installation. In the third quarter of fiscal 2002, the Company wrote-off the unamortized balance of the previously capitalized set-up costs. It was subsequently determined that these costs should have been expensed as incurred in the absence of deferral of the installation revenues. Therefore, previously capitalized set-up costs have been reclassified to operating expenses, and amortization expense has been reduced. In addition, the previously recorded write-off of the unamortized balance has been reversed.

15



        Distributor Commissions.    Certain of the revenue adjustments described previously resulted in changes to the amount of royalty expense owed to the owners of third-party products.

        Corporate Restructuring.    As described in Note 4, the Company has determined that certain previously recognized restructuring liabilities associated with the Company's fiscal 2001 restructuring plan did not meet the requirements for liability recognition at the commitment date. In certain cases, the original plan of workforce reductions was not in sufficient detail to ensure that significant changes to the plan were unlikely before completion and, in other cases, the requirements for notifying employees of the workforce reductions did not occur. The liabilities for restructuring activities also included other human resource, bad debt, warranty and operating expenses that either benefited future periods or were unrelated to exit activities in the restructuring plan. As a result, the Company has restated the consolidated financial statements to reduce the fiscal 2001 restructuring charge. Costs unrelated to exit activities under the restructuring plan have been reclassified to recognize the expense as incurred and classified separately from restructuring charges.

        The Company also determined that certain previously recognized impairment losses and other charges were unrelated to restructuring and exit plans. Those entries included corrections of previous purchase price allocations for an acquisition, unrecoverable software development costs, and impairments of notes receivable and equity investments. As a result, the Company has reclassified the previously reported impairment losses for items unrelated to exit activities and, where appropriate, corrected the measurement and timing of loss recognition.

        Goodwill Impairment.    Effective October 1, 2001, the Company adopted SFAS No. 142 and hired an independent consultant to perform valuations of the Company's reporting units that contain goodwill. Based on that analysis, an impairment loss was previously recognized as a cumulative effect of accounting change during the first quarter of fiscal 2002.

        The Company had previously concluded that no impairment loss was required at September 30, 2001 because the undiscounted cash flows from MDL over a 15-year period would be sufficient to recover the carrying value of goodwill. The Company has revised its goodwill analysis under APB Opinion No. 17, "Intangible Assets," and SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," to only consider undiscounted cash flows during the estimated useful life of the asset. Fiscal 2001 consolidated financial statements were restated to include an impairment charge based on the current estimated fair value of MDL.

        In addition, the Company has reclassified a portion of the non-recurring charge related to the transfer of HHPC to the minority shareholder as impairment of goodwill. This charge was previously recorded as a non-operating expense.

        Software Impairment.    In connection with the restatement, the Company performed an analysis of the carrying value of the MDL software as of September 30, 2001. From this analysis, it was determined recovery of the MDL software was impaired. Consequently, the MDL software was written off to impairment of long-lived assets in the fourth quarter of fiscal 2001.

        Interest Income and Interest Expense.    As discussed above under the heading Fixed or Determinable, certain revenue recognition restatements also resulted in restatements of interest income and interest expense. Proceeds from the factoring of extended payment term license arrangements have been recorded as debt, whereas the Company's previous accounting had resulted in the derecognition of unbilled receivables. Interest income has been reduced as a result of adjustments related to RUF accounting (described above). Interest expense has been increased as a result of the amortization of discounts on proceeds from factored license arrangements classified as debt.

16



        Investments.    The Company has licensed its products to certain customers immediately prior to, contemporaneously with, or immediately after it had made an investment in those customers. It was subsequently determined that fair value of the underlying equity investments could not be readily determined. Therefore, these transactions should have been accounted for as non-monetary exchanges in accordance with APB Opinion No. 29. Under APB Opinion No. 29, the exchange of assets when fair value cannot be readily determined is recorded at the historical cost of the asset surrendered. In addition, in certain circumstances it was not clear that the investee/customer could satisfy the cash requirements of the license arrangement absent the cash investment. As a result, the carrying value of certain investments was reduced by the amount of license revenue recognized prior to October 1, 1999 in the restatement of the Company's consolidated financial statements. This restated treatment has resulted in a reduction in previously recognized revenues and, in certain cases reduced previously reported impairment losses for other than temporary declines in the related investments.

        In addition, the Company made investments in publicly-traded companies. Previously the Company recorded charges to earnings for the other than temporary declines in market values for these investments. The Company revised the amount of charges to earnings for these other than temporary declines of these investments to adjust the carrying value of the securities to quoted market value on the date of impairment.

        Foreign Currency.    As a result of the adjustments, the computed amount of transaction gains and losses has changed.

        Regency Gain.    Certain of the adjustments previously described resulted in a decrease in the net book value of Regency. These adjustments consist of a reduction in capitalized software costs, a reduction in recognized revenues and a reduction in the allowance for doubtful accounts. As a result of these adjustments, the gain on sale of subsidiary, as discussed in Note 5 to the consolidated financial statements, has increased.

Income Taxes

        The tax provision for all periods presented was adjusted for (1) the impact of adjustments described above, (2) a previously recognized tax benefit for the MDL impairment loss which was a permanent difference for accounting purposes, and (3) adjustments to previously reported current income tax expense for the effects of changes in accrued tax reserves for tax exposure items.

17



        The following table sets forth selected consolidated balance sheet data for the Company, showing the previously reported and restated amounts, at June 30, 2002 and September 30, 2001 (amounts in thousands):

As of June 30, 2002

  As
Previously
Reported

  Restated
 
Current assets:              
  Cash and cash equivalents   $ 59,268   $ 59,123  
  Marketable securities     2,960     5,212  
  Billed receivables, net     49,986     55,698  
  Accrued receivables     36,616     12,911  
  Deferred income taxes, net     9,550     25,744  
  Other     6,858     5,974  
   
 
 
    Total current assets     165,238     164,662  
Property and equipment, net     12,444     12,444  
Software, net     16,048     6,303  
Goodwill, net     50,179     57,980  
Long-term accrued receivables     18,320      
Deferred income taxes, net     18,319     22,502  
Other     3,983     3,774  
   
 
 
    Total assets   $ 284,531   $ 267,665  
   
 
 
Current liabilities:              
  Current portion of debt—financing agreements   $   $ 20,114  
  Line of credit     422      
  Accounts payable     7,476     7,656  
  Accrued employee compensation     9,561     5,171  
  Accrued liabilities     19,552     14,491  
  Income taxes payable     769     12,824  
  Deferred revenue     38,204     49,546  
  Other         367  
   
 
 
    Total current liabilities     75,984     110,169  
   
 
 
Debt—financing agreements         28,435  
Deferred revenue     8,365     27,163  
Other     2,402     2,402  
   
 
 
    Total liabilities     86,751     168,169  
   
 
 
Stockholders' equity:              
  Class A Common Stock     184     183  
  Treasury stock     (35,258 )   (35,258 )
  Additional paid-in capital     223,541     228,168  
  Accumulated deficit     19,332     (84,984 )
  Accumulated other comprehensive loss     (10,019 )   (8,613 )
   
 
 
    Total stockholders' equity     197,780     99,496  
   
 
 
    Total liabilities and stockholders' equity   $ 284,531   $ 267,665  
   
 
 

18


As of September 30, 2001

  As
Previously
Reported

  Restated
 
Current assets:              
  Cash and cash equivalents   $ 32,252   $ 32,004  
  Marketable securities     2,650     4,765  
  Billed receivables, net     50,277     55,690  
  Accrued receivables     50,932     23,414  
  Deferred income taxes, net     8,700     10,589  
  Other     12,901     9,420  
   
 
 
      Total current assets     157,712     135,882  
Property and equipment, net     14,580     14,474  
Software, net     27,954     11,778  
Goodwill, net     82,327     57,371  
Deferred income taxes, net     13,627     47,097  
Other     31,253     5,801  
   
 
 
      Total assets   $ 327,453   $ 272,403  
   
 
 

Current liabilities:

 

 

 

 

 

 

 
  Current portion of debt—financing agreements   $   $ 13,104  
  Line of credit     12,000     12,000  
  Accounts payable     13,542     13,633  
  Accrued employee compensation     9,030     7,194  
  Accrued liabilities     23,369     18,130  
  Income taxes payable         2,013  
  Deferred revenue     35,857     47,358  
  Other     559     504  
   
 
 
      Total current liabilities     94,357     113,936  
Debt—financing agreements         44,135  
Long-term deferred revenue     12,610     28,544  
Other     1,818     1,818  
   
 
 
      Total liabilities     108,785     188,433  
   
 
 

Stockholders' equity:

 

 

 

 

 

 

 
    Class A Common Stock     184     183  
    Treasury stock     (35,258 )   (35,258 )
    Additional paid-in capital     222,501     227,126  
    Accumulated deficit     42,016     (99,196 )
    Accumulated other comprehensive loss     (10,775 )   (8,885 )
   
 
 
      Total stockholders' equity     218,668     83,970  
   
 
 
      Total liabilities and stockholders' equity   $ 327,453   $ 272,403  
   
 
 

19


        The following table sets forth selected unaudited consolidated quarterly financial data for the Company, showing previously reported amounts, restatement adjustments and restated amounts, for each quarter in the nine months ended June 30, 2002 and 2001 (amounts in thousands except per share amounts):

 
   
  Quarter Ended
 
 
  Nine Months
Ended
June 30, 2002

  June 30,
2002

  March 31,
2002

  Dec. 31,
2001

 
 
  (Unaudited)

  (Unaudited)

  (Unaudited)

  (Unaudited)

 
Total revenues, as previously reported   $ 195,959   $ 64,976   $ 65,673   $ 65,310  
  Fixed or determinable     16,534     3,174     7,017     6,343  
  VSOE     (1,303 )   (461 )   (1,490 )   648  
  Customer acceptance     (123 )   193     (44 )   (272 )
  Collectibility     480     (21 )   842     (341 )
  Contract accounting     702     1,070     (488 )   120  
  Subscription accounting     1,511     531     449     531  
  Multiple-element arrangements     (155 )   (346 )   (329 )   520  
  Delivery/term commencement     (205 )   17     56     (278 )
  Gross versus net distributor arrangements     (904 )   (280 )   (359 )   (265 )
  Other     (50 )   88     (573 )   435  
   
 
 
 
 
    Revenue adjustments     16,487     3,965     5,081     7,441  
   
 
 
 
 
Total revenues, restated     212,446     68,941     70,754     72,751  
   
 
 
 
 
Total operating expenses, as previously reported     191,875     61,833     63,971     66,071  
  Purchase accounting     (40 )   1     1     (42 )
  Capitalized software     (1 )   17     90     (108 )
  Bad debts     (5,262 )   (3,838 )   (137 )   (1,287 )
  Accrued liabilities     (2,695 )   743     (1,393 )   (2,045 )
  FM set-up costs     (1,241 )   (823 )   (152 )   (266 )
  Distributor commissions     (119 )   178     (125 )   (172 )
  Corporate restructuring     408     52     263     93  
  Software impairment     (2,816 )   (946 )   (930 )   (940 )
  Gross versus net distributor arrangements     (904 )   (280 )   (359 )   (265 )
  Other     (809 )   (551 )   (191 )   (67 )
   
 
 
 
 
    Operating expense adjustments     (13,479 )   (5,447 )   (2,933 )   (5,099 )
   
 
 
 
 
Total operating expenses, restated     178,396     56,386     61,038     60,972  
   
 
 
 
 
Operating income (loss), as previously reported     4,084     3,143     1,702     (761 )
  Revenue adjustments     16,487     3,965     5,081     7,441  
  Operating expense adjustments     13,479     5,447     2,933     5,099  
   
 
 
 
 
Operating income (loss), restated     34,050     12,555     9,716     11,779  
   
 
 
 
 
Total other income (expense), as previously reported     2,956     974     5,068     (3,086 )
  Interest income     (1,780 )   (360 )   (572 )   (848 )
  Interest expense     (3,850 )   (1,198 )   (1,271 )   (1,381 )
  Investments     451     1,098     (475 )   (172 )
  Foreign currency     (883 )   (829 )   (25 )   (29 )
  Regency gain     4,142         4,142      
  Other     (346 )   (170 )   87     (263 )
   
 
 
 
 
    Total other income (expense) adjustments     (2,266 )   (1,459 )   1,886     (2,693 )
   
 
 
 
 
Total other income (expense), restated     690     (485 )   6,954     (5,779 )
   
 
 
 
 
Income (loss) before income taxes, as previously reported     7,040     4,117     6,770     (3,847 )
   
 
 
 
 
Income (loss) before income taxes, restated     34,740     12,070     16,670     6,000  
   
 
 
 
 
Income tax benefit (provision), as previously reported     (4,021 )   (2,848 )   (2,220 )   1,047  
   
 
 
 
 
Income tax benefit (provision), restated     (20,528 )   (7,066 )   (9,879 )   (3,583 )
   
 
 
 
 
Net income (loss), as previously reported     (22,685 )   1,269     4,550     (28,504 )
   
 
 
 
 
Net income (loss), restated     14,212     5,004     6,791     2,417  
   
 
 
 
 
Earnings (loss) per share:                          
  Basic, as previously reported     (0.64 )   0.04     0.13     (0.81 )
   
 
 
 
 
  Basic, restated     0.40     0.14     0.19     0.07  
   
 
 
 
 
  Diluted, as previously reported     (0.64 )   0.04     0.13     (0.81 )
   
 
 
 
 
  Diluted, restated     0.40     0.14     0.19     0.07  
   
 
 
 
 

20


 
   
  Quarter Ended
 
 
  Nine Months
Ended
June 30, 2001

  June 30,
2001

  March 31,
2001

  Dec. 31,
2000

 
 
   
  (Unaudited)

  (Unaudited)

  (Unaudited)

 
Total revenues, as previously reported   $ 224,799   $ 73,671   $ 76,492   $ 74,636  
  Fixed or determinable     3,602     (3,231 )   9,012     (2,179 )
  VSOE     (7,837 )   (1,203 )   (6,278 )   (356 )
  Customer acceptance     (749 )   326     (671 )   (404 )
  Collectibility     (950 )   (185 )   109     (874 )
  Contract accounting     (1,646 )   (1,090 )   (903 )   347  
  Subscription accounting     790     411     205     174  
  Multiple-element arrangements     (431 )   (405 )   (691 )   665  
  Delivery/term commencement     25     389     691     (1,055 )
  Other     (847 )   (778 )   190     (259 )
   
 
 
 
 
    Revenue adjustments     (8,043 )   (5,766 )   1,664     (3,941 )
   
 
 
 
 
Total revenues, restated     216,756     67,905     78,156     70,695  
   
 
 
 
 
Total operating expenses, as previously reported     249,413     93,177     77,676     78,560  
  Purchase accounting     1,965     842     703     420  
  Capitalized software     1,154     (182 )   81     1,255  
  Bad debts     (9,569 )   (8,554 )   (431 )   (584 )
  Accrued liabilities     (6,359 )   (2,174 )   250     (4,435 )
  FM set-up costs     (951 )   (291 )   (174 )   (486 )
  Distributor commissions     177     324     19     (166 )
  Corporate restructuring     (1,280 )   (1,280 )        
  Goodwill impairment     6,252     6,252          
  Other     1,018     1,868     (197 )   (653 )
   
 
 
 
 
    Operating expense adjustments     (7,593 )   (3,195 )   251     (4,649 )
   
 
 
 
 
Total operating expenses, restated     229,316     77,478     77,927     73,911  
   
 
 
 
 
Operating income (loss), as previously reported     (24,614 )   (19,506 )   (1,184 )   (3,924 )
  Revenue adjustments     (8,043 )   (5,766 )   1,664     (3,941 )
  Operating expense adjustments     20,097     15,699     (251 )   4,649  
   
 
 
 
 
Operating income (loss), restated     (25,064 )   (22,077 )   229     (3,216 )
   
 
 
 
 
Total other income (expense), as previously reported     (21,798 )   (6,944 )   (1,021 )   (13,833 )
  Interest income     (1,870 )   (1,383 )   (143 )   (344 )
  Interest expense     (3,961 )   (1,335 )   (1,317 )   (1,309 )
  Goodwill impairment     6,252     6,252          
  Investments     418     (618 )   (437 )   1,473  
  Foreign currency     (25 )   (132 )   531     (424 )
  Regency gain                  
  Other     (488 )   9     (368 )   (129 )
   
 
 
 
 
    Total other income (expense) adjustments     326     2,793     (1,734 )   (733 )
   
 
 
 
 
Total other income (expense), restated     (21,472 )   (4,151 )   (2,755 )   (14,566 )
   
 
 
 
 
Income (loss) before income taxes, as previously reported     (46,412 )   (26,450 )   (2,205 )   (17,757 )
   
 
 
 
 
Income (loss) before income taxes, restated     (46,536 )   (26,228 )   (2,526 )   (17,782 )
   
 
 
 
 
Income tax benefit (provision), as previously reported     6,941     4,935     (1,399 )   3,405  
   
 
 
 
 
Income tax benefit (provision), restated     (1,549 )   (881 )   (44 )   (624 )
   
 
 
 
 
Net income (loss), as previously reported     (39,471 )   (21,515 )   (3,604 )   (14,352 )
   
 
 
 
 
Net income (loss), restated     (48,085 )   (27,109 )   (2,570 )   (18,406 )
   
 
 
 
 
Earnings (loss) per share:                          
  Basic, as previously reported     (1.17 )   (0.61 )   (0.10 )   (0.45 )
   
 
 
 
 
  Basic, restated     (1.42 )   (0.77 )   (0.07 )   (0.58 )
   
 
 
 
 
  Diluted, as previously reported     (1.17 )   (0.61 )   (0.10 )   (0.45 )
   
 
 
 
 
  Diluted, restated     (1.42 )   (0.77 )   (0.07 )   (0.58 )
   
 
 
 
 

21


4.    Corporate Restructuring Charges and Asset Impairment Losses

        During fiscal 2001, the Company closed or significantly reduced the size of certain product development organizations and geographic sales offices. These actions resulted in restructuring charges and asset impairment losses of $5.2 million (restated) and $0.7 million (restated), respectively, which is reflected in operating expenses in the accompanying statement of operations for the three months and nine months ended June 30, 2001. The allocation of these charges is as follows: $0.2 million in cost of maintenance and services, $0.3 million in research and development, $0.2 million selling and marketing, and $5.2 million in general and administrative.

        The following table summarizes the liability recognition related to the restructuring charges and subsequent activity related to these exit activities:

 
  Termination
Benefits

  Lease
Obligations

  Total
 
 
  (Restated)

  (Restated)

  (Restated)

 
Fiscal 2001 restructuring charges   $ 3,477   $ 1,768   $ 5,245  
Forgiveness of former executive officer's note     (2,050 )       (2,050 )
Amounts paid during fiscal 2001     (1,397 )   (177 )   (1,574 )
Other adjustments to previously recognized liabilities         (115 )   (115 )
   
 
 
 
Balance, September 30, 2001     30     1,476     1,506  
Amounts paid during fiscal 2002     (30 )   (273 )   (303 )
   
 
 
 
Balance, June 30, 2002   $   $ 1,203   $ 1,203  
   
 
 
 

        The Company also recorded asset impairment charges of $0.7 million (restated) for equipment and leasehold improvements that were abandoned in vacated office facilities.

        The Company terminated approximately 47 employees during fiscal 2001 as part of this restructuring process, including 37 employees in the ACI Worldwide business unit, one employee in the IntraNet business unit and nine employees in Corporate Services. Termination benefits do not include any amounts for employment related services prior to termination.

        In addition to these workforce reductions, termination benefits include $2.1 million (restated) of compensation expense related to the forgiveness of a note receivable from the Company's former Chief Executive Officer ("CEO"). The note forgiveness amount classified with restructuring expenses is net of compensation expense accruing to the CEO through the date of the severance agreement.

        The liability for lease obligations includes $1.3 million for abandonment and reduction of four facilities in the United States, Japan and Europe, net of expected third-party purchases or sub-leases, and an estimated lease termination loss of $0.5 million for the corporate aircraft. The Company continues to seek subleases for certain of the properties as well as an exit to the corporate aircraft lease. The final settlement of these obligations may result in other adjustments to these liabilities.

5.    Line of Credit Facilities

        During the three months ended June 30, 2002, the Company renewed its bank line of credit agreement with a United States bank, reducing the available credit amount pursuant to the agreement from $25.0 million to $15.0 million. This credit agreement is secured by certain trade receivables and provides that the Company must satisfy certain specified earnings, working capital and minimum tangible net worth requirements, as defined, and places restrictions on the Company's ability to, among other things, sell assets, incur debt, pay dividends, participate in mergers and make investments or guarantees. As a result of the restatement discussed in Note 3 above, the Company will not be in compliance with the loan covenants and therefore the facility will not be available for borrowings. The

22



Company had no line of credit borrowings outstanding as of June 30, 2002. The Company also has a line of credit agreement with a foreign bank in the amount of 3.0 million British Sterling, which translates to approximately $4.6 million as of June 30, 2002. The foreign credit agreement requires the Company to maintain minimum tangible net worth within the Company's wholly-owned subsidiary, ACI Worldwide (EMEA) Ltd.

        Interest on the U.S. credit facility accrues at an annual rate equal to either the bank's prime rate or the LIBOR rate plus 2% and is payable monthly. Interest on the foreign credit facility accrues at an annual rate of 1% above the bank's "base rate." The Company recorded interest expense and related fees of $15,000 and $249,000 during the three months ended June 30, 2002 and 2001, respectively, and $180,000 and $1,270,000 during the nine months ended June 30, 2002 and 2001, respectively, related to its line of credit facilities. The carrying amounts of the Company's credit facilities approximate fair value due to their variable interest rates. The Company has no line of credit borrowings outstanding as of June 30, 2002. The U.S. credit facility expires in June 2003 and the foreign credit facility expires in October 2002.

6.    Debt—Financing Arrangements

        During the nine months ended June 30, 2002 and 2001, the Company sold the rights to future payment streams under software license arrangements with extended payment terms to financial institutions and received cash of approximately $7.6 million and $16.3 million, respectively. The amount of the proceeds received from the financing arrangements is typically determined by applying a discount rate to the gross future payments to be received from the customer. The discount rates used to determine the proceeds ranged from 6.5% to 7.8% in fiscal 2002, and 6.9% to 9.0% in fiscal 2001. In accordance with EITF 88-18, "Sales of Future Revenues," the Company has recorded the proceeds received from these financing arrangements as debt and reduces the debt principal as payments are made. Interest on the debt accrues monthly using the effective interest method. During the nine months ended June 30, 2002 and 2001, the Company recorded interest expense of $3.8 million and $4.0 million, respectively, related to these financing arrangements.

7.    Other Income and Expense

        Other (income) expense is comprised of the following items:

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
  2002
  2001
  2002
  2001
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

Other than temporary impairments of marketable investments   $   $ 550   $   $ 3,407
Other than temporary impairments of marketable equity securities     1,129     69     4,658     8,425
Write-off of Insession Technologies, Inc. IPO costs                 1,898
Transfer of HHPC         1,154         1,154
Gain of sale of Regency (see Note 8)     (475 )       (8,743 )  
Foreign currency transaction gains and losses     (999 )   1,022     32     2,191
Other     (79 )   13     25     113
   
 
 
 
  Total   $ (424 ) $ 2,808   $ (4,028 ) $ 17,188
   
 
 
 

23


        During fiscal 2002 and 2001, the Company recorded non-operating, non-cash charges to earnings for the other than temporary decline in the market value of its investments in Nestor, Inc., Digital Courier Technologies, Inc. and S1 Corporation.

        During the course of fiscal 1998 through fiscal 2000, the Company made investments in various start-up technology companies. During fiscal 2001, after considering current market conditions for technology companies and specific information regarding those companies is which the Company had an ownership interest, the Company determined that the declines in the market values for these investments were other than temporary and charges to earnings for the impairments of these investments were required.

        The Company expensed costs of $1.9 million associated with the cancelled initial public offering ("IPO") of its wholly-owned subsidiary, Insession Technologies, Inc. in fiscal 2001.

        During fiscal 2001, the Company transferred its 70% ownership in HHPC to the minority shareholder. As a result of the transfer, the Company recorded a non-recurring charge of $1.2 million to write off its investment, net of recorded goodwill. See Note 9.

        Included in marketable securities and recorded at current market value are 400,561 shares of S1 Corporation ("S1") common stock received in connection with the Company's sale of Regency. S1's share value has declined between the time the Regency transaction closed and June 30, 2002. Due to the short time the Company has owned these shares, the decline in the value of this investment has been treated as temporary, with unrealized losses included in accumulated other comprehensive loss in the stockholders' equity section of the financial statements. The Company will continue to evaluate its holding in S1 common stock for evidence of "other than temporary" impairment. If the Company determines that there is an impairment which is deemed to be "other than temporary", the Company will be required to record a non-cash charge to income for this impairment. The difference between the value of the S1 shares at the time of the acquisition and the fair market value as of August 9, 2002 is approximately $3.6 million to write off its investment, net of recorded goodwill. See Note 9.

8.    Gain on Sale of Subsidiary

        On February 14, 2002, the Company sold Regency Systems, Inc. ("Regency"), which sells voice and Internet banking solutions to small and mid-sized banks, to S1 Corporation ("S1"). Under the terms of the transaction, S1 acquired Regency for 400,561 unregistered shares of S1 common stock and $6.0 million in cash ($5.0 million net of expenses associated with the sale). In connection with this transaction, the Company recorded a gain of $8.7 million during the six months ended March 31, 2002.

        Under the terms of the Stock Purchase Agreement, if the fair value of the S1 common stock received (based on the average closing price for the 10 trading days immediately preceding the effective date of the registration statement for those shares) declined below $5.1 million, or $12.73 per share, then S1 would owe the Company the difference between $5.1 million and the fair value of the S1 common stock. Accordingly, due to the decrease in the fair value of its common stock, S1 paid the Company an additional $0.5 million in May 2002, which was recorded as a gain during the third quarter ended June 30, 2002. S1 shares are included in marketable securities and recorded at current market value. S1's share value has declined between the time the Regency transaction closed and June 30, 2002.

24


9.    Goodwill and Other Intangible Assets

        Changes in the carrying amount of goodwill attributable to each reporting unit with goodwill balances were as follows (in thousands):

 
  ACI
Worldwide

  Insession
Technologies

  MessagingDirect
Ltd.

  Health
Payment
Systems

  Total
 
Balance, September 30, 2000, restated   $ 18,773   $ 36,595   $   $ 7,294   $ 62,662  
Additions             47,732         47,732  
Foreign currency translation adjustments     (72 )       (1,540 )       (1,612 )
Amortization     (2,839 )   (4,773 )   (6,139 )   (1,042 )   (14,793 )
Impairment adjustments             (30,366 )   (6,252 )   (36,618 )
   
 
 
 
 
 
Balance, September 30, 2001, restated     15,862     31,822     9,687         57,371  
Foreign currency translation adjustments     217         392         609  
Purchase price adjustment                      
   
 
 
 
 
 
Balance, June 30, 2002   $ 16,079   $ 31,822   $ 10,079   $   $ 57,980  
   
 
 
 
 
 

        During the third quarter of fiscal 2001, the Company transferred its 70% ownership in HHPC to the minority shareholder. As a result of the transfer, the Company recorded a goodwill impairment charge of $6.3 million.

        During the fourth quarter of fiscal 2001, the Company performed an analysis of the carrying value of goodwill related to its acquisition of MDL. As a result of this analysis, the Company determined that due to the overall softness in discretionary information technology spending and slower than expected adoption of secure document delivery technology, MDL's goodwill was impaired. The amount of the impairment was then determined by comparing the estimated fair value of the MDL goodwill to the related carrying value. The fair value was determined using a discounted cash flow approach for the net cash flows of the MDL business and an estimated terminal value. The assumptions supporting the estimated cash flows, including the discount rate and estimated terminal value, reflect management's best estimates at the time. As a result of the fair value test, the Company recorded a charge reducing the carrying value of MDL goodwill by $30.4 million (restated), which is presented as goodwill impairment in the accompanying consolidated statements of operations.

        Effective October 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which established new accounting and reporting requirements for goodwill and other intangible assets with indefinite lives acquired in business combinations. Under SFAS No. 142, goodwill and other intangible assets with indefinite lives continue to be recognized as assets, but are not amortized as previously required by APB Opinion No. 17.

        At the adoption of SFAS No. 142, goodwill was tested for impairment at the reporting unit level and must be tested at least annually thereafter, utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill, of such reporting unit. If the fair value exceeds the carrying value, no impairment loss is to be recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of this unit may be impaired. The amount of impairment, if any, is then measured in the second step.

        The Company hired an independent consultant to perform valuations of the Company's reporting units that contained goodwill as of October 1, 2001. Completion of the initial step of testing indicated that the estimated fair value of the Company's reporting units exceeded their respective carrying

25



amounts. Fair value was determined using a discounted cash flow methodology. To the extent that MDL is unable to achieve its forecasts, additional impairment losses may emerge. The MDL reporting unit is included within the ACI Worldwide business unit.

        Actual results of operations for the three and nine months ended June 30, 2002 and 2001, shown as if the Company had applied the nonamortization provisions of SFAS No. 142 during that period, are as follows (in thousands, except per share amounts):

 
  Three Months Ended
  Nine Months Ended
 
 
  June 30,
2002

  June 30,
2001

  June 30,
2002

  June 30,
2001

 
 
  (Restated)

  (Restated)

 
Net income (loss), as reported   $ 5,004   $ (27,109 ) $ 14,212   $ (48,085 )
Add back: goodwill amortization         4,650         10,571  
   
 
 
 
 
Adjusted net income (loss)   $ 5,004   $ (22,459 ) $ 14,212   $ (37,514 )
   
 
 
 
 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net income (loss), as reported   $ 0.14   $ (0.77 ) $ 0.40   $ (1.42 )
  Goodwill amortization         0.13         0.31  
   
 
 
 
 
  Adjusted net income (loss)   $ 0.14   $ (0.64 ) $ 0.40   $ (1.11 )
   
 
 
 
 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net income (loss), as reported   $ 0.14   $ (0.77 ) $ 0.40   $ (1.42 )
  Goodwill amortization         0.13         0.31  
   
 
 
 
 
  Adjusted net income (loss)   $ 0.14   $ (0.64 ) $ 0.40   $ (1.11 )
   
 
 
 
 

        In connection with adopting SFAS No. 142, the Company reassessed the useful lives of intangible assets subject to amortization, consisting only of internally-developed software and purchased software, and determined that they continue to be appropriate. The Company obtained $11.8 million of software for resale from the acquisition of MDL in fiscal 2001. Amortization of software is computed using the greater of the ratio of current revenues to total estimated revenues expected to be derived from the software or the straight-line method over an estimated useful life of three years. The gross carrying amount and accumulated amortization of software at each balance sheet date are as follows (in thousands):

 
  June 30,
2002

  September 30,
2001

 
 
  (Restated)

  (Restated)

 
Internally-developed software   $ 15,401   $ 15,277  
Purchased software     42,961     42,328  
   
 
 
      58,362     57,605  
Less: accumulated amortization     (52,059 )   (45,827 )
   
 
 
Software, net   $ 6,303   $ 11,778  
   
 
 

        In the fourth quarter of fiscal 2001, the Company performed an analysis of the carrying value of the software it acquired as part of the January 2001 MDL acquisition. The review consisted of comparing the unamortized capitalized cost of the MDL software to the net realizable value. The net realizable value was determined by estimating future gross revenues from the MDL software reduced by the estimated future costs of completing and disposing of the software, including the costs of performing maintenance and customer support required to satisfy the Company's responsibility set forth at the time of sale. This analysis indicated an impairment of the software in the amount of $8.9 million.

        Software amortization expense recorded in the three and nine months ended June 30, 2002 was $1.3 million and $6.4 million, respectively. Estimated amortization expense for the remainder of fiscal 2002 and each of the five succeeding fiscal years is as follows (in thousands):

 
   
2002   $ 1,046
2003     3,758
2004     1,403
2005     96
2006    
2007    

26


10.  Common Stock and Earnings Per Share

        Exchangeable shares and options received by shareholders of MDL that have not yet been converted into TSA Class A Common Stock are included in Class A Common Stock for presentation purposes on the September 30, 2001 and June 30, 2002 condensed consolidated balance sheets, and are included in common shares outstanding for earnings per share ("EPS") computations for the three and nine months ended June 30, 2002 and 2001. Exchangeable shares and MDL options included in Class A Common Stock totaled 431,449 shares and 15,317 options as of June 30, 2002, and 650,146 shares and 20,040 options as of September 30, 2001.

        EPS has been computed in accordance with SFAS No. 128, "Earnings Per Share." Basic EPS is calculated by dividing net income available to common stockholders (the numerator) by the weighted average number of common shares outstanding during the period (the denominator). Diluted EPS is computed by dividing net income available to common stockholders (the numerator), by the weighted average number of common shares outstanding, adjusted for the dilutive effect of outstanding dilutive securities (the denominator). The differences between the basic and diluted EPS denominators for the three and nine months ended June 30, 2002, which amounted to approximately 380,000 and 273,000 shares, respectively, were due to the dilutive effect of the Company's outstanding stock options using the treasury stock method. For the three and nine months ended June 30, 2001, basic and diluted EPS are the same, as any outstanding dilutive securities were anti-dilutive due to the net loss from continuing operations. Weighted average shares from stock options of 1,471,000 and 1,617,000 were excluded from the computation of diluted EPS for the three and nine months ended June 30, 2002, respectively, because the exercise prices of the stock options were greater than the average market price of the Company's common shares. For the three and nine months ended June 30, 2001, basic and diluted EPS are the same, as any outstanding dilutive securities were not antidilutive due to the net loss from continuing operations in both periods.

11.  Comprehensive Income/Loss

        The Company's components of other comprehensive income/loss were as follows (in thousands):

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
 
  2002
  2001
  2002
  2001
 
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

 
Net income (loss)    $ 5,004   $ (27,109 ) $ 14,212   $ (48,405 )
Other comprehensive income (loss):                          
  Foreign currency translation adjustments     (793 )   212     484     (3,168 )
  Change in unrealized loss on investments     (2,817 )   1,537     (212 )   4,197  
   
 
 
 
 
Comprehensive income (loss)   $ 1,394   $ (25,360 ) $ 14,484   $ (47,376 )
   
 
 
 
 

        The Company's components of accumulated other comprehensive income/loss at each balance sheet date were as follows (in thousands):

 
  Foreign
Currency
Translation
Adjustments

  Unrealized
Investment
Holding
Loss

  Accumulated
Other
Comprehensive
Income (Loss)

 
 
  (Restated)

  (Restated)

  (Restated)

 
Balance, September 30, 2001   $ (6,288 ) $ (2,597 ) $ (8,885 )
Fiscal 2002 year-to-date activity     484     (4,881 )   (4,397 )
Reclassification adjustment for loss included in net loss         4,669     4,669  
   
 
 
 
Balance, June 30, 2002   $ (5,804 ) $ (2,809 ) $ (8,613 )
   
 
 
 

27


12.    Segment Information

        The Company's products and services are currently organized within three business units: (1) ACI Worldwide, (2) Insession Technologies and (3) IntraNet, Inc. ACI Worldwide products represent the Company's largest product line and include its most mature and well-established applications, which are used primarily by financial institutions, retailers and -e-payment processors. Its products are used to route and process transactions for automated teller machine networks; process transactions from traditional point of sale devices, wireless devices and the Internet; handle PC and phone banking transactions; control fraud and money laundering; process electronic benefit transfer transactions; authorize checks; establish frequent shopper programs; automate settlement, card management and claims processing; and issue and manage multi-functional applications on smart cards. MDL activities are included in the ACI Worldwide business unit. Insession Technologies products facilitate communication, data movement, monitoring of systems and business process automation across computing systems, involving mainframes, distributed computing networks and the Internet. IntraNet, Inc. products offer high-value payments processing, bulk/recurring payments processing, wire room processing, global messaging, integration payments management and continuous link settlement processing.

        The Company's chief operating decision makers review business unit financial information, presented on a consolidated basis, accompanied by disaggregated information about revenues and operating income (loss) by business unit. The Company does not track assets by business unit. No single customer accounted for more than 10% of the Company's consolidated revenue during the three and nine months ended June 30, 2002 and 2001. The following are revenues and operating income (loss) for these business units for the periods indicated (in thousands):

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
 
  2002
  2001
  2002
  2001
 
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

 
Revenues:                          
  ACI Worldwide   $ 51,899   $ 49,587   $ 158,814   $ 161,595  
  Insession Technologies     7,669     9,553     25,687     29,365  
  IntraNet, Inc.     9,373     8,654     27,945     25,151  
  Health Payment Systems         111         645  
   
 
 
 
 
    $ 68,941   $ 67,905   $ 212,446   $ 216,756  
   
 
 
 
 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 
  ACI Worldwide   $ 9,791   $ (14,197 ) $ 26,729   $ (11,918 )
  Insession Technologies     1,771     (868 )   5,010     (1,822 )
  IntraNet, Inc.     993     19     2,311     (2,143 )
  Health Payment Systems         (7,031 )       (9,181 )
   
 
 
 
 
    $ 12,555   $ (22,077 ) $ 34,050   $ (25,064 )
   
 
 
 
 

        Most of the Company's products are sold and supported through distribution networks covering the geographic regions of the Americas, Europe/Middle East/Africa ("EMEA") and Asia/Pacific. The

28



following are revenues for the periods indicated and long-lived assets at each balance sheet date for these geographic regions (in thousands):

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
  2002
  2001
  2002
  2001
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

Revenues:                        
  United States   $ 26,336   $ 32,264   $ 89,629   $ 95,890
  Other Americas     16,963     8,821     37,512     28,643
   
 
 
 
    Total Americas     43,299     41,085     127,141     124,533
  EMEA     18,429     19,118     64,178     70,617
  Asia/Pacific     7,213     7,702     21,127     21,606
   
 
 
 
    $ 68,941   $ 67,905   $ 212,446   $ 216,756
   
 
 
 
 
  June 30,
2002

  Sept. 30,
2001

Long-lived assets:            
  United States   $ 60,651   $ 66,460
  Other Americas     7,185     7,254
   
 
    Total Americas     67,836     73,714
  EMEA     11,903     14,772
  Asia/Pacific     762     938
   
 
    $ 80,501   $ 89,424
   
 

13.    Accounting Pronouncements Issued But Not Yet Effective

        In October 2001, the FASB released SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which excludes from the definition of long-lived assets goodwill and other intangibles that are not amortized in accordance with SFAS No. 142. SFAS No. 144 requires long-lived assets disposed of by sale to be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 also expands the reporting of discontinued operations to include components of an entity that have been or will be disposed of rather than limiting such discontinuance to a segment of a business. SFAS No. 144 is effective for the Company's fiscal year ending September 30, 2003. The Company does not anticipate any adjustment to the book value of its long-lived assets as a result of adopting the provisions of SFAS No. 144.

        In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002. Management is still evaluating the impact of this statement on the consolidated financial statements of the Company.

29




Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

        The Company develops, markets, installs and supports a broad line of software products and services primarily focused on facilitating e-payments and e-commerce. In addition to its own products, the Company distributes, or acts as a sales agent for, software developed by third parties. These products and services are used principally by financial institutions, retailers and e-payment processors, both in domestic and international markets. Most of the Company's products are sold and supported through distribution networks covering three geographic regions—the Americas, EMEA and Asia/Pacific. Each distribution network has its own sales force and supplements this with reseller and/or distributor networks.

        As discussed in Note 3 to the consolidated condensed financial statements, the Company has identified transactions requiring accounting adjustments, which resulted in restatements of the Company's consolidated financial statements for fiscal 2001, 2000, 1999 and 1998, as well as restatements of previously announced quarterly results for the first three quarters of fiscal 2002 and each quarter during fiscal 2001 and 2000.

Business Units

        The Company's products and services are currently organized within three business units: (1) ACI Worldwide, (2) Insession Technologies and (3) IntraNet, Inc. Most of the Company's products and services are marketed and supported through distribution networks covering three geographic regions: the Americas, Europe/Middle East/Africa ("EMEA") and Asia/Pacific. Each distribution network has its own sales force and supplements this with reseller and/or distributor networks.

        The following are revenues and operating income (loss) for these business units for the three and nine months ended June 30, 2002 and 2001 (in thousands):

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
 
  2002
  2001
  2002
  2001
 
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

 
Revenues:                          
  ACI Worldwide   $ 51,899   $ 49,587   $ 158,814   $ 161,595  
  Insession Technologies     7,669     9,553     25,687     29,365  
  IntraNet, Inc.     9,373     8,654     27,945     25,151  
  Health Payment Systems (HHPC only)         111         645  
   
 
 
 
 
    $ 68,941   $ 67,905   $ 212,446   $ 216,756  
   
 
 
 
 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 
  ACI Worldwide   $ 9,791   $ (14,197 ) $ 26,729   $ (11,918 )
  Insession Technologies     1,771     (868 )   5,010     (1,822 )
  IntraNet, Inc.     993     19     2,311     (2,143 )
  Health Payment Systems (HHPC only)         (7,031 )       (9,181 )
   
 
 
 
 
    $ 12,555   $ (22,077 ) $ 34,050   $ (25,064 )
   
 
 
 
 

30


Results of Operations

        As discussed in further detail in Note 3 to the consolidated financial statements, the Company has restated its consolidated financial statements for the first nine months of fiscal 2002 and 2001. The effects of these restatements are reflected in the following table, which sets forth certain financial data and the percentage of total revenues of the Company for the periods indicated (amounts in thousands).:

 
  Three Months Ended June 30,
  Nine Months Ended June 30,
 
 
  2002
  2001
  2002
  2001
 
 
  Amount
  % of
Revenue

  Amount
  % of
Revenue

  Amount
  % of
Revenue

  Amount
  % of
Revenue

 
Revenues:                                          
  License fees   $ 38,706   56.1   $ 34,547   50.9   $ 119,152   56.1   $ 118,619   54.7  
  Maintenance fees     18,175   26.4     16,651   24.5     55,656   26.2     49,256   22.7  
  Services     12,060   17.5     16,707   24.6     37,638   17.7     48,881   22.6  
   
 
 
 
 
 
 
 
 
    Total revenues     68,941   100.0     67,905   100.0     212,446   100.0     216,756   100.0  
   
 
 
 
 
 
 
 
 
Expenses:                                          
  Cost of software license fees     6,673   9.7     11,002   16.2     23,838   11.2     33,547   15.5  
  Cost of maintenance and services     14,441   20.9     18,606   27.4     45,885   21.6     54,914   25.3  
  Research and development     8,711   12.6     10,854   16.0     26,678   12.6     32,357   14.9  
  Selling and marketing     15,033   21.8     19,552   28.8     45,325   21.3     57,802   26.7  
  General and administrative     11,528   16.7     19,066   28.1     36,670   17.3     46,377   21.4  
  Amortization of goodwill           4,650   6.8           10,571   4.9  
  Impairment of goodwill           6,252   9.2           6,252   2.9  
   
 
 
 
 
 
 
 
 
    Total expenses     56,386   81.8     89,982   132.5     178,396   84.0     241,820   111.6  
   
 
 
 
 
 
 
 
 
Operating income (loss)     12,555   18.2     (22,077 ) (32.5 )   34,050   16.0     (25,064 ) (11.6 )
   
 
 
 
 
 
 
 
 
Other income (expense):                                          
  Interest income     404   0.6     342   0.5     1,044   0.5     1,394   0.6  
  Interest expense     (1,313 ) (1.9 )   (1, 685 ) (2.5 )   (4,376 ) (2.0 )   (5,678 ) (2.6 )
   
 
 
 
 
 
 
 
 
  Other     424   0.6     (2,808 ) (4.1 )   4,022   1.9     (17,188 ) (7.9 )
   
 
 
 
 
 
 
 
 
    Total other income (expense)     (485 ) (0.7 )   (4,151 ) (6.1 )   690   0.4     (21,472 ) (9.9 )
   
 
 
 
 
 
 
 
 
Income (loss) before income taxes     12,070   17.5     (26,228 ) (38.6 )   34,740   16.4     (46,536 ) (21.5 )
Income tax benefit (provision)     (7,066 ) (10.2 )   (881 ) 1.3     (20,528 ) (9.7 )   (1,549 ) 0.7  
   
 
 
 
 
 
 
 
 
Net income (loss)   $ 5,004   7.3 % $ (27,109 ) (39.9 )% $ 14,212   6.7 % $ (48,085 ) (22.2 )%
   
 
 
 
 
 
 
 
 

        Revenues.    Total revenues for the third quarter of fiscal 2002 increased $1.0 million, or 1.5%, from the comparable period in fiscal 2001. Total revenues for the first nine months of fiscal 2002 decreased $4.3 million, or 2.0%, from the comparable period in fiscal 2001. The three-month increase is the result of a $4.2 million, or 12.0%, increase in software license fees revenue and a $1.5 million, or 9.2%, increase in maintenance fee revenue, offset by a $4.7 million, or 27.8%, decrease in services fees revenue. The nine-month decrease is the result of a $0.5 million, or 0.5%, increase in software license fees revenue and a $6.4 million, or 13.0%, increase in maintenance fee revenue, offset by a $11.2 million, or 23.0%, decrease in services revenue. Approximately $3.7 million of the decrease in

31



total revenues for first nine months of fiscal 2002 was due to the sale of Regency in February 2002, which was part of the ACI Worldwide business unit.

        The increase in software license fee revenues for the third quarter and first nine months of fiscal 2002, as compared to the same periods in fiscal 2001, is primarily the result of an increase in demand for ACI Worldwide's and IntraNet, Inc's products offset by a decrease in demand for Insession Technologies' products.

        The increase in demand for ACI Worldwide's products is due to an increase in demand for its Payment Engine products in the Americas region offset by a decrease in demand for these products in the EMEA region. The decrease in EMEA is due to current economic conditions that have caused customers to forecast a slowing of electronic transaction volume growth. As a result, these customers have reduced their information technology budgets and spending commitments.

        The decrease in Insession Technologies' software license fees revenues is primarily due to a decrease in demand for its ICE product line as a result of the same economic conditions facing the ACI Worldwide EMEA unit.

        The increase in IntraNet, Inc.'s software license fees revenues is primarily the result of migrating its customers from the Digital VAX-based MTS product to the new RS6000-based MTS product.

        The increase in maintenance fee revenues is due to the growth in the installed base of the Company's software products in all three of its business units.

        The decrease in services revenues for the third quarter and first nine months of fiscal 2002, as compared to the same periods in fiscal 2001, is primarily the result of a decreased demand for technical and project management services. This decreased demand is primarily due to: (1) increased competition in the marketplace by companies that offer services work at lower rates, (2) many larger customers increasing their internal staffs in order to reduce their dependence on external resources and (3) general decreases in worldwide demand for services as a result of depressed economic conditions.

        Expenses.    Total operating expenses for the third quarter of fiscal 2002 decreased $22.7 million, or 28.7%, as compared to the third quarter of fiscal 2001 (excluding $4.7 million of goodwill amortization and $6.3 million of goodwill impairment in the third quarter of fiscal 2001). Total operating expenses for the first nine months of fiscal 2002 decreased $46.6 million, or 20.7%, as compared to the first nine months of fiscal 2001 (excluding $10.6 million of goodwill amortization and $6.3 million of goodwill impairment in the first nine months of fiscal 2001). During the third quarter of fiscal 2001, the Company implemented a restructuring plan whereby it closed or significantly reduced the size of certain product development organizations and geographic sales offices, and made executive management changes. These actions have caused the Company's overall operating expenses to decline. Approximately $2.5 million of the decrease in operating expenses for the third quarter of fiscal 2002 and $4.1 million of the decrease in operating expenses for the first nine months of fiscal 2002 was due to the sale of Regency.

        Cost of software license fees for the third quarter of fiscal 2002 decreased $4.3 million, or 39.3%, as compared to the third quarter of fiscal 2001. Cost of software license fees for the first nine months of fiscal 2002 decreased $9.7 million, or 28.9%, as compared to the first nine months of fiscal 2001. This decrease was due primarily to a decrease in personnel-related expenses, a decrease in MDL software amortization and a decrease in costs associated with the development of the Company's e-commerce product set.

        Cost of maintenance and services for the third quarter of fiscal 2002 decreased $4.2 million, or 22.4%, as compared to the third quarter of fiscal 2001. Cost of maintenance and services for the first nine months of fiscal 2002 decreased $9.0 million, or 16.4%, as compared to the first nine months of

32



fiscal 2001. These decreases were the result of fewer staff needed to support the Company's ACI Worldwide and Insession Technologies services-related business.

        Research and development ("R&D") costs for the third quarter of fiscal 2002 decreased $2.1 million, or 19.7%, as compared to the third quarter of fiscal 2001. R&D costs for the first nine months of fiscal 2002 decreased $5.7 million, or 17.6%, as compared to the first nine months of fiscal 2001. The Company terminated further development of certain products as part of the fiscal 2001 corporate restructuring, causing this decrease. R&D costs as a percentage of total revenues for the three and nine months ended June 30, 2002 were 12.6% and 12.6%, respectively, as compared to 16.0% and 14.9%, respectively, for comparable periods of fiscal 2001. The Company capitalizes costs related to certain internally-developed software when the resulting products reach technological feasibility. The Company capitalized $1.2 million of software development costs in the first nine months of fiscal 2001. The Company did not capitalize software development costs in the nine months ended June 30, 2002 as no new products reached technological feasibility during the nine months.

        Selling and marketing costs for the third quarter of fiscal 2002 decreased $4.5 million, or 23.1%, as compared to the third quarter of fiscal 2001. Selling and marketing costs for the first nine months of fiscal 2002 decreased $12.5 million, or 21.6%, as compared to the first nine months of fiscal 2001. Selling and marketing costs, excluding restructuring charges in fiscal 2001, as a percentage of total revenues for the first nine months of fiscal 2002 were 21.3% compared to 26.7% for the first nine months of fiscal 2001. These decreases are the result of various cost reduction efforts, including reductions in sales staff and related travel and entertainment costs.

        General and administrative costs for the third quarter of fiscal 2002 decreased $7.5 million, or 39.5%, as compared to the third quarter of fiscal 2001. General and administrative costs for the first nine months of fiscal 2002 decreased $9.7 million, or 20.9%, as compared to the first nine months of fiscal 2001. These decreases were attributable to reductions in personnel and occupancy costs resulting from the fiscal 2001 corporate restructuring, as well as a decrease in bad debts expense. General and administrative costs for the third quarter of fiscal 2001 included $5.2 million of costs associated with restructuring activities.

        Other Income and Expense.    Interest income for the first nine months of fiscal 2002 decreased $0.4 million, or 25.1%, as compared to the first nine months of fiscal 2001. Interest expense decreased $1.3 million, or 22.9%, as compared to the first nine months of fiscal 2001. The decrease was attributable to line of credit payments that reduced the outstanding balance to zero at June 30, 2002, offset by an increase in interest expense from debt-financing arrangements.

        Other (income) expense is comprised of the following items:

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
  2002
  2001
  2002
  2001
 
  (Restated)

  (Restated)

  (Restated)

  (Restated)

Other than temporary impairments of marketable equity securities   $ 1,129   $ 69   $ 4,658   $ 8,425
Other than temporary impairments of marketable investments         550         3,407
Write-off of Insession Technologies, Inc. IPO costs                 1,898
Transfer of HHPC         1,154         1,154
Gain of sale of Regency     (475 )       (8,740 )  
Foreign currency transaction gains and losses     (999 )   1,022     32     2,191
Other     (79 )   13     28     113
   
 
 
 
  Total   $ (424 ) $ 2,808   $ (4,022 ) $ 17,188
   
 
 
 

33


        During fiscal 2002 and 2001, the Company recorded non-operating, non-cash charges to earnings for the other than temporary decline in the market value of its investments in Nestor, Inc., Digital Courier Technologies, Inc. and S1 Corporation.

        During the course of fiscal 1998 through fiscal 2000, the Company made investments in various start-up technology companies. During fiscal 2001, after considering current market conditions for technology companies and specific information regarding those companies is which the Company had an ownership interest, the Company determined that the declines in the market values for these investments were other than temporary and charges to earnings for the impairments of these investments were required.

        The Company expensed costs of $1.9 million associated with the cancelled initial public offering ("IPO") of its wholly-owned subsidiary, Insession Technologies, Inc. in fiscal 2001.

        During fiscal 2001, the Company transferred its 70% ownership in HHPC to the minority shareholder. As a result of the transfer, the Company recorded a non-recurring charge of $1.2 million.

        Included in marketable securities and recorded at current market value are 400,561 shares of S1 Corporation ("S1") common stock received related to the Company's sale of Regency. S1's share value has declined between the time the Regency transaction closed and June 30, 2002. Due to the short time the Company has owned these shares, the decline in the value of this investment has been treated as temporary, with unrealized losses included in accumulated other comprehensive loss in the stockholders' equity section of the financial statements. The Company will continue to evaluate its holding in S1 common stock for evidence of "other than temporary" impairment. If the Company determines that there is an impairment which is deemed to be "other than temporary", the Company will be required to record a non-cash charge to income for this impairment. The difference between the value of the S1 shares at the time of the acquisition and the fair market value as of August 9, 2002 is approximately $3.6 million.

        Income Taxes.    The effective tax rate for the first nine months of fiscal 2002 was approximately 58% as compared to 3% for the first nine months of fiscal 2001. The effective tax rate for the first nine months of fiscal 2002 was primarily impacted by non-recognition of tax benefits for operating losses in certain foreign locations, foreign tax rate differentials and gain on sale of subsidiary. The effective tax rate for the first nine months of fiscal 2001 was primarily impacted by non-recognition of tax benefits for the other than temporary impairments of investments and marketable securities, non-deductible amortization expense associated with acquisitions and non-recognition of tax benefits for operating losses in certain foreign locations.

        Each quarter, the Company evaluates its historical operating results as well as its projections for the future to determine the realizability of its deferred tax assets. As of June 30, 2002, the Company has deferred tax assets of $51.1 million (net of $60.0 million valuation allowance) and deferred tax liabilities of $2.9 million. The Company analyzes the recoverability of its net deferred tax assets at each reporting period. Because other factors unforeseen today may affect future taxable income, additional increases to the valuation reserve may be required in future periods.

34



Liquidity and Capital Resources

        As of June 30, 2002, the Company's principal sources of liquidity consisted of $59.1 million in cash and cash equivalents, and available bank lines of credit. The Company has a $15.0 million bank line of credit agreement with a United States bank secured by certain trade receivables of TSA. This credit agreement provides that the Company must satisfy certain specified earnings, working capital and minimum tangible net worth requirements, as defined, and places restrictions on the Company's ability to, among other things, sell assets, incur debt, pay dividends, participate in mergers and make investments or guarantees. The Company also has a line of credit agreement with a foreign bank in the amount of 3.0 million British Sterling, which translates to approximately $4.6 million as of June 30, 2002. The foreign credit agreement requires the Company to maintain minimum tangible net worth within the Company's wholly-owned subsidiary, ACI Worldwide (EMEA) Ltd. There are no line of credit borrowings outstanding as of June 30, 2002. As a result of the restatement, the Company will not be in compliance with the loan covenants and therefore the facility will not be available for borrowings. The Company had no line of credit borrowings outstanding as of June 30, 2002. The U.S. credit facility expires in June 2003 and the foreign credit facility expires in October 2002. The Company believes that the foreign line of credit will be renewed at an amount consistent with the current amount.

        The Company's net cash flows provided by operating activities for the first nine months of fiscal 2002 amounted to $43.7 million as compared to $2.4 million provided by operating activities during the first nine months of fiscal 2001. The improvement in operating cash flows in the first nine months of fiscal 2002 as compared to fiscal 2001 resulted primarily from improved income from continuing operations, excluding depreciation, amortization, and asset impairments. In fiscal 2001, in an effort to enhance upfront software license fee payments, the Company adopted an initiative to pursue up-front payment options for its software licensing rather than extended payment options. Under the up-front payment option, the licensee pays the license fees at the beginning of the software term, whereas under the extended payment option, the licensee pays a portion of the software license fees at the beginning of the software term and the remaining portion over the software license term.

        In the past, an important contributor to the cash management program has been the Company's sale of rights to future payment streams under software license arrangements with extended payment terms to financial institutions whereby an interest in its accrued receivables is transferred on a non-recourse basis to third-party financial institutions in exchange for cash. During the first nine months of fiscal 2002 and 2001, the Company generated operating cash flows from the factoring of accrued receivables of $7.6 million and $17.0 million, respectively.

        The Company's net cash flows provided by investing activities totaled $2.2 million for the first nine months of fiscal 2002 as compared to net cash flows used in investing activities of $3.9 million during the comparable period of fiscal 2001. This change is due primarily to proceeds the Company received from the sale of Regency and note receivable repayments.

        The Company's net cash flows used in financing activities totaled $19.3 million for the first nine months of fiscal 2002 as compared to $6.4 million provided by financing activities during the comparable period of fiscal 2001. During the first nine months of fiscal 2002, the Company made payments on its bank line of credit facilities of $12.0 million as compared to $2.9 million during the comparable period of fiscal 2001. In addition, during the first nine months of fiscal 2002, the Company had net payments on debt-financing agreements of $8.7 million in 2002 as compared to net receipts of $7.6 million during the comparable period of 2001.

        The Company believes that its existing sources of liquidity, including cash provided by operating activities along with cash generated from its factoring program, will satisfy the Company's projected short and long-term liquidity requirements for the foreseeable future.

35



Forward-Looking Statements

        This report contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts, and include words or phrases such as "management anticipates," "the Company believes," "the Company anticipates," "the Company expects," "the Company plans," "the Company will," and words and phrases of similar impact, and include but are not limited to statements regarding operations, business strategy and business environment. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. Factors that could cause actual results to differ include, but are not limited to, the following:

36


        Any or all of the forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company's actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements.

        These cautionary statements and any other cautionary statements that may accompany such forward-looking statements, whether written or oral, expressly qualify all of the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements after the date of this report unless applicable securities laws require it to do so.


Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

        There have been no material changes to the Company's market risk for the nine months ended June 30, 2002. See the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001 for additional discussions regarding quantitative and qualitative disclosures about market risk.

37



PART II—OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K.

(a)   Exhibits:    
    10.38   First Amendment to Credit Agreement with U.S. Bank National Association*
    99.01   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    99.02   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

*—Previously filed with Form 10-Q

(b)

 

Reports on Form 8-K:

        The Company filed a current report on Form 8-K on June 5, 2002 pursuant to Item 4 of Form 8-K, Changes in Registrant's Certifying Accountant.

38




SIGNATURE

        Pursuant to the requirements 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.

    TRANSACTION SYSTEMS ARCHITECTS, INC.
(Registrant)

Date: January 13, 2003

 

By:

/s/  
DWIGHT G. HANSON      
Dwight G. Hanson
Chief Financial Officer, Treasurer
and Senior Vice President

39



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Gregory D. Derkacht, certify that:

1.
I have reviewed this quarterly report on Form 10-Q/A of Transaction Systems Architects, Inc.;

2.
Based on my knowledge, this quarterly 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 quarterly report; and

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

Date:    January 13, 2003

/s/  
GREGORY D. DERKACHT      
Gregory D. Derkacht
Chief Executive Officer, President
and Director

40



CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Dwight G. Hanson, certify that:

1.
I have reviewed this quarterly report on Form 10-Q/A of Transaction Systems Architects, Inc.;

2.
Based on my knowledge, this quarterly 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 quarterly report; and

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

Date:    January 13, 2003

 

/s/  
DWIGHT G. HANSON      
Dwight G. Hanson,
Chief Financial Officer

41




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TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except share amounts)
TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts)
TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands)
TRANSACTION SYSTEMS ARCHITECTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART II—OTHER INFORMATION
SIGNATURE
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER

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Exhibit 99.01


CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Transaction Systems Architects, Inc. (the "Company") on Form 10-Q/A for the quarter ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory D. Derkacht, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1)
the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:    January 13, 2003   /s/  GREGORY D. DERKACHT      
Gregory D. Derkacht
Chief Executive Officer, President
and Director



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CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 99.02


CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Transaction Systems Architects, Inc. (the "Company") on Form 10-Q/A for the quarter ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dwight G. Hanson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1)
the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:    January 13, 2003   /s/  DWIGHT G. HANSON      
Dwight G. Hanson
Chief Financial Officer, Treasurer
And Senior Vice President



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CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002