UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                         Date of Report: April 29, 2003
                        (Date of earliest event reported)


                            -------------------------



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



          Delaware                   0-25346                     47-0772104
(State or other jurisdiction       (Commission                (I.R.S. Employer
      of incorporation)            File Number)              Identification No.)


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


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


                            -------------------------




Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit Number Description 99.1 Press Release, dated April 29, 2003. 99.2 Transcript of quarterly financial performance teleconference and web cast, held on April 29, 2003. Item 9. Regulation FD Disclosure (pursuant to "Item 12. Results of Operations and Financial Condition"). In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under "Item 12. Results of Operations and Financial Condition," is instead furnished under "Item 9. Regulation FD Disclosure." The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On April 29, 2003, Transaction Systems Architects, Inc. issued a press release announcing its results for the quarterly period ending March 31, 2003. A copy of this press release is attached hereto as Exhibit 99.1. On April 29, 2003, Transaction Systems Architects, Inc. held a teleconference and web cast announcing its financial performance for the quarterly period ending March 31, 2003. A copy of this teleconference/web cast is attached hereto as Exhibit 99.2.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANSACTION SYSTEMS ARCHITECTS, INC. Date: May 5, 2003 By: /s/ Dwight G. Hanson ------------------------------------ Dwight G. Hanson Chief Financial Officer, Treasurer and Senior Vice President

EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated April 29, 2003. 99.2 Transcript of quarterly financial performance teleconference and web cast, held on April 29, 2003.

                                                                    Exhibit 99.1

                                                                    News Release

TRANSACTION SYSTEMS ARCHITECTS INC
224 SOUTH 108 AVENUE
OMAHA, NEBRASKA 68154
402.334.5101
FAX 402.390.8077


For more information contact:
William J. Hoelting
Vice President, Investor Relations
402.390.8990

FOR IMMEDIATE RELEASE

                     Transaction Systems Architects Reports
                             Second Quarter Results

Highlights -
   o Revenue of $69.3 million and EPS of $.11
   o Operating income of $11.3 million; operating margin of 16.3 percent
   o Twelve month revenue backlog of $233.1 million
   o Operating cash flow of $9.3 million; cash balance of $91.4 million


(OMAHA, Neb.-- April 29, 2003)-- Transaction Systems Architects, Inc. (Nasdaq:
TSAI), a leading global provider of enterprise e-payments and e-commerce
software, announced today that revenue for the second quarter of fiscal 2003 was
$69.3 million. Earnings per diluted share were $.11.

For the second quarter of fiscal 2003, revenue was $69.3 million with software
license fees of $38.2 million, maintenance fees of $19.5 million and services of
$11.6 million. The Company's recurring revenue was $42.7 million, or 61.6
percent of revenue, and non-recurring revenue was $26.6 million, or 38.4 percent
of revenue. Recurring revenue consists of monthly license fees of $21.9 million,
maintenance fees of $19.5 million and facilities management fees of $1.3
million. Operating income was $11.3 million with an operating margin of 16.3
percent. Operating cash flow was $9.3 million with a cash balance as of March
31, 2003 of $91.4 million. Net income for the quarter was $4.1 million or $.11
per diluted share.

The Company completed the second quarter of fiscal 2003 with $233.1 million in
backlog, consisting of $162.4 million in recurring revenue backlog and $70.7
million in non-recurring revenue backlog. The Company defines recurring revenue
backlog to be all monthly license fees, maintenance fees and facilities
management fees specified in executed contracts to the extent that the Company
believes that recognition of the related revenue will occur within one year. The
Company includes in its non-recurring revenue backlog all fees (other than
recurring) specified in executed contracts to the extent that the Company
believes that recognition of the related revenue will occur within one year.

Significant customers signed in the second quarter for ACI Worldwide, the
Company's largest business unit, include the following: a U.S. based card
processor purchased BASE24-es(TM) and ACI Payments Manager(TM); a top 500
financial institution in Spain selected ACI Proactive Risk Manager(TM) for debit
card fraud; a financial institution in Turkey selected ACI Proactive Risk
Manager(TM) for credit card and merchant fraud; and a top 500 financial
institution in Korea, signed an agreement for NET24(TM), ACI's middleware
solution. Additionally, a financial institution in the Netherlands expanded its
relationship with TSA through the purchase of BASE24-atm(R).

During the quarter, Insession Technologies, the Company's e-infrastructure
business unit, added five new customers. Solutions licensed include ICE(TM), a
data-communications software solution; Webgate(TM), a web server solution; and
Workpoint(R), a business process management solution.

IntraNet, the Company's international payments and message processing solutions
provider, signed a significant services deal with a leading Belgium financial
institution; completed the delivery of a multi-million dollar project with a
financial institution in Germany; and continued its customer migration projects
to Money Transfer Systems(TM)-AIX, which will position its customers to address
new business requirements in the future.

"In this difficult environment, we were able to hold our own," said Gregory
Derkacht, President and CEO. "We experienced weak demand across all geographic
channels. Overall, we were able to deliver solid revenue, EPS and cash flow due
to our backlog of contracted business, recurring revenue base and our expense
management. Assuming the economy remains challenging in the near term, we will
continue to take the appropriate actions to manage our business units by
controlling expenses and focusing on our growth initiatives, one of which is our
BASE24-es(TM) multi-platform solution."

The Company will provide further details regarding its financial performance for
the second quarter of fiscal 2003 in its scheduled teleconference to be held
Tuesday, April 29, 2003 at 4:00 pm CST. Interested persons may access a
real-time audio broadcast of the teleconference at: www.tsainc.com/ir/ir.asp.
The web cast will be archived for 10 days after the teleconference at the same
web address listed above.


About Transaction Systems Architects, Inc.

The Company's software facilitates electronic payments by providing consumers
and companies access to their money. Its products are used to process
transactions involving credit cards, debit cards, secure electronic commerce,
mobile commerce, smart cards, secure electronic document delivery and payment,
checks, high-value money transfers, bulk payment clearing and settlement, and
enterprise e-infrastructure. The Company's solutions are used on more than 1,650
product systems in 71 countries on six continents.


Forward-Looking Statements

This press release 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 future 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. Forward-looking statements included in this press release include
statements regarding (1) the Company's recurring and non-recurring backlog, and
(2) management of our business units in the future by controlling expenses and
focusing on growth initiatives. Actual results could differ materially from that
contained in the forward-looking statements. Factors that could cause actual
results to differ include, but are not limited to, the following:

   o The Company's calculation of backlog is based on customer contracts that
     exist on the date of the calculation.  A number of factors may change after
     the date of calculation that could result in actual revenues being less
     than the amounts contained in backlog.  The Company's customers may attempt
     to renegotiate or terminate their contracts due to a number of factors,
     including mergers, changes in their financial condition, or general changes
     in economic conditions in the customer's industry or geographic location,
     or the Company may experience delays in the development of products or
     services specified in customer contracts.  Accordingly, there can be no
     assurance that contracts included in recurring or non-recurring revenue
     backlog will actually generate the specified revenues or that the actual
     revenues will be generated within the one-year period.

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 release unless applicable securities laws require it to do so.

For a detailed discussion of these and other risk factors, interested parties
should review the Company's filings with the Securities and Exchange Commission,
including the Company's Form 10-K filed on January 13, 2003 and the Company's
Form 10-Q filed on February 13, 2003.


TRANSACTION SYSTEMS ARCHITECTS, INC. CONSOLIDATED BALANCE SHEETS (in thousands) March 31, September 30, 2003 2002 ----------- ------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 91,408 $ 87,894 Marketable securities 3,183 3,757 Billed receivables, net 43,985 35,755 Accrued receivables 7,337 13,132 Prepaid income taxes 2,374 - Deferred income taxes, net 10,599 17,554 Other 5,650 4,560 ----------- ---------- Total current assets 164,536 162,652 Property and equipment, net 10,071 11,597 Software, net 3,116 5,609 Goodwill, net 56,387 55,947 Deferred income taxes, net 22,469 27,546 Other 2,681 3,168 ----------- ---------- Total assets $ 259,260 $ 266,519 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of debt - financing agreements $ 17,106 $ 18,444 Accounts payable 6,442 7,348 Accrued employee compensation 7,095 7,583 Accrued liabilities 8,669 11,494 Income taxes payable - 7,847 Deferred revenue 72,950 59,598 Other 764 872 ----------- ---------- Total current liabilities 113,026 113,186 Debt - financing agreements 15,228 24,866 Deferred revenue 19,463 23,860 Other 1,519 1,749 ----------- ---------- Total liabilities 149,236 163,661 ----------- ---------- Stockholders' equity: Class A Common Stock 183 183 Treasury stock, at cost (35,258) (35,258) Additional paid-in capital 229,037 228,465 Accumulated deficit (76,862) (83,927) Accumulated other comprehensive loss, net (7,076) (6,605) ----------- ---------- Total stockholders' equity 110,024 102,858 ----------- ---------- Total liabilities and stockholders' equity $ 259,260 $ 266,519 =========== ==========

TRANSACTION SYSTEMS ARCHITECTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 31, ------------------------ ------------------------ 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (Restated) (Restated) Revenues: Software license fees $ 38,167 $ 39,615 $ 69,497 $ 80,446 Maintenance fees 19,461 18,699 38,065 37,481 Services 11,622 12,923 24,177 26,547 ---------- ---------- ---------- ---------- Total revenues 69,250 71,237 131,739 144,474 ---------- ---------- ---------- ---------- Expenses: Cost of software license fees 6,289 7,947 12,228 17,165 Cost of maintenance and services 15,693 16,375 30,501 32,413 Research and development 8,357 8,918 16,307 17,967 Selling and marketing 14,188 13,481 27,924 27,738 General and administrative 13,445 14,800 26,028 27,696 ---------- ---------- ---------- ---------- Total expenses 57,972 61,521 112,988 122,979 ---------- ---------- ---------- ---------- Operating income 11,278 9,716 18,751 21,495 ---------- ---------- ---------- ---------- Other income (expense): Interest income 285 329 595 640 Interest expense (787) (1,444) (1,743) (3,063) Other, net 79 8,069 (1,060) 3,598 ---------- ---------- ---------- ---------- Total other income (expense) (423) 6,954 (2,208) 1,175 ---------- ---------- ---------- ---------- Income before income taxes 10,855 16,670 16,543 22,670 Income tax provision (6,785) (9,879) (9,478) (13,462) ---------- ---------- ---------- ---------- Net income $ 4,070 $ 6,791 $ 7,065 $ 9,208 ========== ========== ========== ========== Earnings per share information: Weighted average shares outstanding: Basic 35,486 35,299 35,462 35,277 ========== ========== ========== ========== Diluted 35,573 35,531 35,562 35,496 ========== ========== ========== ========== Earnings per share: Basic $ 0.11 $ 0.19 $ 0.20 $ 0.26 ========== ========== ========== ========== Diluted $ 0.11 $ 0.19 $ 0.20 $ 0.26 ========== ========== ========== ========== -end-

                                                                    Exhibit 99.2

                      TRANSACTION SYSTEMS ARCHITECTS, INC.
                     TSA 2003 2nd Quarter Financial Results
                                    4/29/03


Mitch:                              Good afternoon.  My name is Mitch, and I
                                    will be your conference facilitator
                                    today.  At this time I would like to
                                    welcome everyone to Transaction Systems
                                    Architects, Inc., 2nd Quarter 2003
                                    financial results conference call.  All
                                    lines have been placed on mute to prevent
                                    any background noise.  After the speaker's
                                    remarks, there will be a question and
                                    answer period.  If you would like to ask a
                                    question during this time please press *
                                    then the number 1 on your telephone
                                    keypad.  If you would like to withdraw
                                    your question, press *, then the number
                                    2.  Thank you.  I would now like to turn
                                    the call over to your host for the
                                    afternoon, Bill Hoelting, vice president
                                    of investor relations.  Mr. Hoelting,
                                    please begin.

Bill:                               Thank you, and good afternoon.
                                    Participants for TSA's 2nd quarter
                                    earnings conference call are Greg Derkacht
                                    President and CEO; Dwight Hanson, CFO;
                                    Mark Vipond President of ACI Worldwide.
                                    This conference call could constitute
                                    forward-looking statements pursuant to the
                                    Safe Harbor provisions of Section 12E of
                                    the Securities Exchange Act of 1934.
                                    Actual results might differ materially
                                    from those projected in the
                                    forward-looking statement.  Statements
                                    during the conference call that are not
                                    strictly historical statements could
                                    constitute forward-looking statements
                                    which involved risks and uncertainties
                                    which could cause the actual results to
                                    materially differ from those in the
                                    forward-looking statement.

                                    Forward-looking statements include the
                                    following; any statement dealing with the
                                    future prospects or result of the company;
                                    and the forward-looking statements
                                    identified in our Form 10-K filed on January
                                    13th, 2003, and our Form 10-Q filed on
                                    February 13th, 2003.

                                    The agenda for the call will be as follows:
                                    Mark Vipond will discuss the Q2 highlights
                                    for ACI Worldwide; Dwight Hanson will then
                                    discuss the Q2 financials; Greg Derkacht
                                    will then provide his closing comments, at
                                    which time we will open up the call to your
                                    questions. At this time, I would like to
                                    introduce Mark Vipond.

Mark:                               Thank you, Bill.  Good afternoon,
                                    everyone.  I am here to give you an update
                                    on the 2nd quarter results for ACI
                                    Worldwide.  ACI'S revenue for the quarter
                                    was $48.7 million.  While economic
                                    conditions throughout the world continue
                                    to be challenging, ACI was able to sign
                                    new business during the quarter.  Some of
                                    the highlights include system and capacity
                                    upgrades, over $100,000 at nine
                                    customers.  These upgrades took place in
                                    all of our geographic regions.  While our
                                    customers continue to see transaction
                                    volumes increase, their desire to control
                                    their spending has caused them to only
                                    license capacity that's absolutely
                                    necessary.  ACI licensed five new
                                    customers in the quarter.  This included
                                    one BASE24, one NET24, two Proactive Risk
                                    Managers, and one large customer who
                                    licensed our new BASE24-es solution on
                                    Unix server technology.  We continue to
                                    see interest in our multi-platform payment
                                    solution.

                                    ACI licensed ten new applications to
                                    existing clients during the quarter. This
                                    included sales of our Automated Key
                                    Distribution System, Smart Chip Manager,
                                    Proactive Risk Manager, Payments Manager,
                                    Commerce Gateway, and new BASE24 add-on
                                    products. With the ACI Commerce framework
                                    and our continued investment in
                                    multi-platform integrated payment systems,
                                    we believe we are well-positioned in our
                                    market space. Our payment engine strategy to
                                    evolve our BASE24 solution to our BASE24-es
                                    technology, is being well-received by our
                                    customers. In addition, the BASE24-es
                                    multi-platform solution is generating
                                    interest in new markets where we believe we
                                    can drive increased market share over time.

                                    Thank you for your continued interest. I
                                    will now introduce Dwight Hanson to give a
                                    TSA financial update.

Dwight:                             Thanks, Mark, and good afternoon.  Today I
                                    will be discussing our fiscal 2003 2nd
                                    quarter financial results.  First I'll
                                    start by highlighting key financial
                                    metrics that we achieved during the
                                    quarter.  Total revenue was 69.3 million.
                                    Operating expenses were 58 million.
                                    Operating income was 11.3 million, with an
                                    operating margin of 16.3%.  Net income was
                                    4.1 million, and earnings per share was
                                    $.11.  Our operating cash flow was 9.3
                                    million.  Our cash balance was 91.4
                                    million.  And our 12-month backlog was
                                    233.1 million.

                                    The 69.3 million of revenue was comprised of
                                    the following: software license fees of 38.2
                                    million, of which 16.3 million were initial
                                    license fees and 21.9 million were monthly
                                    license fees; maintenance revenue was 19.5
                                    million; and our services revenue was 11.6
                                    million. Revenues for each of our geographic
                                    channels was as follows: United States, 28
                                    million; Americas International, 8.1
                                    million; Europe, Middle East and Africa, 25
                                    million; Asia-Pacific, 8.2 million. Revenue
                                    for each business unit were as follows: ACI,
                                    48.7 million; Insession 8.8 million; and
                                    IntraNet, 11.8 million.

                                    Total revenues of 69.3 million represent a
                                    decrease of 2.8% as compared to the 2nd
                                    quarter of last year, and an increase of
                                    10.8% as compared to the 1st quarter of this
                                    year. Year-over-year decrease was in our
                                    software license fees and services revenues,
                                    which is consistent with the trend that took
                                    place in the 1st quarter of this year. In
                                    addition, 821,000 or 1.2% was due to the
                                    sale of Regency Systems, which took place in
                                    the 2nd quarter of fiscal 2002.

                                    The year-over-year decline in license fees
                                    is primarily due to a shift in sales focus
                                    to ACI's newer products such as BASE24-es,
                                    and our payments management products. This
                                    shift will generally result in a difference
                                    in timing of revenue recognition, as revenue
                                    from these newer products is specifically
                                    not recognized until customers put the
                                    product into production, whereas revenues
                                    from ACI's more established products is
                                    typically recognized upon delivery of the
                                    product to the customer.

                                    In addition, revenue from capacity upgrades
                                    decreased year over year. Capacity upgrades
                                    are typically recognizable as revenue in the
                                    quarter in which they are sold. Offsetting
                                    the decline caused by the shift in sales
                                    focus of ACI's products, and the general
                                    effect of the global economic conditions was
                                    an increase in IntraNet's license fees. This
                                    increase is due to the completion of the
                                    final phase of a large international ACH
                                    project which, allowed us to recognize
                                    approximately 3.6 million of revenue.
                                    Monthly license fees reflected
                                    year-over-year growth of 4.1% and sequential
                                    growth of 9.2%. These increases are the
                                    results of the growth of our installed base
                                    of customers, as well as the impact of a
                                    number of contracts in which initial
                                    licensees, for revenue recognition purposes,
                                    are being recognized over the contract term.

                                    Year-over-year decrease in services revenue
                                    continued a trend we experienced last year,
                                    and the 1st quarter of this year. As I
                                    mentioned last quarter, customers are using
                                    lower-cost service providers or in-house
                                    resources to fulfill their consulting and
                                    support needs. In addition, our newer
                                    products such as BASE24-es are architected
                                    in such a manner that there will be less of
                                    a need for associated services work as
                                    compared to the classic version of our
                                    BASE24 product.

                                    Operating expenses for the quarter were 58
                                    million, which is a decrease of 5.7% as
                                    compared to the 2nd quarter of last year.
                                    This decline is primarily due to a reduction
                                    in our software amortization of 2.2 million,
                                    which is due to some items becoming fully
                                    amortized over the course of the last 12
                                    months, as well as the impact of reduced
                                    staffing costs due to fewer employees this
                                    year as compared to last year. We have 1600
                                    employees this year as compared to 1800 last
                                    year. In addition, approximately $900,000 of
                                    expense was due to the sale of Regency. On a
                                    sequential basis, total operating expenses
                                    increased 5.4%, which is primarily due to
                                    additional re-audit professional fees of 1.6
                                    million associated with the completion of
                                    the re-audit, as well as approximately
                                    $900,000 of additional payroll taxes due to
                                    the restart of the payroll year on January
                                    1st.

                                    On a pre-tax basis, our profit was 10.9
                                    million. Our effective tax rate for the
                                    quarter was 62.5%, which reflects the
                                    true-up of our year-to-date tax accrual. Our
                                    year-to-date effective tax rate is 57.3%.
                                    The effective rate is impacted significantly
                                    by operating losses in certain foreign
                                    subsidiaries. These losses can't be utilized
                                    in other tax-paying subsidiaries, and thus
                                    have a negative impact on our tax situation.
                                    We are currently analyzing alternatives that
                                    are focused on reducing our overall
                                    effective tax rate. Net of taxes, our profit
                                    was 4.1 million, which resulted in earnings
                                    per share of $.11 for the 2nd quarter. This
                                    compares to earnings per share of $.19 in
                                    the 2nd quarter of last year. Last year's
                                    2nd quarter results included a gain of 8.3
                                    million from the sale of Regency Systems.

                                    From a cash flow perspective, we generated
                                    positive operating cash flow of 9.3 million,
                                    and our cash balance at the end of the
                                    quarter was 91.4 million. Our ending backlog
                                    was 233.1 million, which is comprised of
                                    recurring backlog of 162.4 million, and
                                    non-recurring backlog of 70.7 million. The
                                    recurring components, are monthly license
                                    fees of 81.2 million, maintenance fees of
                                    76.3 million, and facilities management fees
                                    of 4.9 million. The non-recurring components
                                    are licensees of 44.5 million, and services
                                    of 26.2 million. We include in backlog all
                                    revenue specified in signed agreements to
                                    the extent we believe that recognition of
                                    the related revenue will occur within 12
                                    months.

                                    From a balance sheet perspective, the only
                                    other area that I'd like to comment on today
                                    is the balance of our goodwill. As you know,
                                    we no longer amortize goodwill, but are
                                    required to perform periodic assessments of
                                    the carrying value of this asset. The
                                    majority of our goodwill balance is
                                    associated with the core ACI business. There
                                    is a component of goodwill that is
                                    associated with the Messaging Direct
                                    business. Messaging Direct's core product is
                                    a secure document delivery software product.
                                    IT spending in this area continues to be
                                    weak, and the adoption rates of this
                                    technology are slower than expected. We will
                                    continue to closely monitor activity of this
                                    product and the related carrying value of
                                    the Messaging Direct goodwill.

                                    Thanks for your time this afternoon. I'll
                                    now turn the call over to Greg for some
                                    closing comments.

Greg:                               Thank you, Dwight, and good afternoon.
                                    Overall, we held our own in a difficult
                                    business environment.  The results from
                                    our geographic channels were mixed, with
                                    Asia-Pacific being affected by a slow
                                    economy and the SARs epidemic, and Europe
                                    also experiencing difficult business
                                    conditions.  Like other software companies
                                    in our sector, we are not forecasting a
                                    rebound in the financial services sector
                                    in the near term.  With these business
                                    conditions, our plan has been to one,
                                    focus on managing our costs, and two,
                                    continuing to invest in our newer
                                    initiatives which we believe enhance our
                                    current leadership position in the
                                    e-payments marketplace.

                                    As a reminder, our new additions are, ACI's
                                    multi-platform solution BASE24-es; ACI's
                                    Proactive Risk Manager, a credit & debit
                                    card fraud solution; ACI's back office
                                    solution, Payment Manager, that enables
                                    financial institutions to move away from
                                    manual back-office systems to automated
                                    systems. To date, we have signed six
                                    BASE24-es customers. We continue making
                                    progress on the implementation of our
                                    previously-licensed es products. In
                                    addition, I am pleased to announce that we
                                    recently signed our 50th Proactive Risk
                                    Manager customer. We continue to make
                                    progress on our business model analysis, and
                                    had hoped to be in a position to provide
                                    revenue and earnings guidance at this point
                                    in time.

                                    Unfortunately, we still have some work in
                                    front of us regarding the review of our tax
                                    situation. As we complete our analysis,
                                    we'll be in a position once again to provide
                                    revenue and earning guidance. I feel good
                                    that our multi-platform solution is
                                    attracting continued interest in the
                                    marketplace. We continue to look for
                                    additional sales opportunities, particularly
                                    from our newer initiative, PRM- Proactive
                                    Risk Manager, and Payments Manager.

                                    Just a quick note about our other business
                                    units. Insession continues to fill a niche
                                    in providing infrastructure tools to
                                    multiple verticals, and IntraNet continues
                                    to convert its existing customer base to its
                                    Money Transfer System, the AIX platform.

                                    At this point in time, thank you for your
                                    continued interest in TSA. I'd like to turn
                                    it over for open questions. Thank you.

Mitch:                              Ladies and gentlemen, once again I would
                                    like to remind everyone, in order to ask a
                                    question, please press * then the number 1
                                    on your telephone keypad.  We will pause
                                    for just a moment to compile the Q&A
                                    roster.  Your first question comes from
                                    the line of Franco Turrinelli from William
                                    Blair & Company.

Franco:                             Gentlemen, good afternoon.  A couple of
                                    questions for you, I think primarily for
                                    Mark.  Mark, you commented on if volumes
                                    do continue to increase with your
                                    customers.  Do you get any sense that
                                    we're kind of getting to the end of the
                                    spare capacity that those guys might have,
                                    and that we'll start to have a little bit
                                    of a pick-up in capacity upgrades,
                                    effectively?

Mark:                               Well, Franco, I don't think it's going to
                                    change materially.  We continue to have
                                    upgrades, the volume has increased.  The
                                    thing that's probably been different in
                                    the last year has been, typically when you
                                    have those conversations with clients,
                                    they will sometimes forecast out their
                                    growth for the next few years, and try to
                                    work out a capacity upgrade that can
                                    contemplate those kinds of volumes.  What
                                    we're seeing now more than anything is, "I
                                    just want to do it for the next six months
                                    or twelve months.  I don't want to spend
                                    any more money than I have to."  So, we
                                    don't get into conversations for long-term
                                    growth projections with most of our
                                    clients right now because they are
                                    hoarding their money just as everybody
                                    else is in this environment.  So I don't
                                    think we see a material change relative to
                                    volume growth.  I don't anticipate that
                                    somehow the logjam is going to free up
                                    until the economic situation does.

Franco:                             Mark, does it make any difference, though,
                                    to you ultimately, if a customer does one
                                    big capacity upgrade or, you know, four
                                    smaller ones over two years or whatever?

Mark:                               It just means you don't get the capacity
                                    upgrade now, the money now, versus over
                                    the next two years.  Typically, if they're
                                    willing to -- they want to discuss getting
                                    the capacity in the next couple of years
                                    now, you do it at a discount, right,
                                    because you get your money up front.  So,
                                    no, ultimately over the long-term in
                                    business, it doesn't matter to us.

Franco:                             Okay.  Good.  And then, it seems as
                                    thought IntraNet had a one-time increase
                                    in the revenue with the completion of that
                                    large single project.  So, should we still
                                    be thinking of IntraNet as an 8.5 million
                                    sort of business, excluding that item?
                                    Did I understand, Dwight, the disclosure
                                    correctly?

Dwight:                             The IntraNet revenue I talked about was
                                    11.8 million.  That included that large
                                    ACH project.  That, in effect, was a
                                    one-time item.  Obviously there's a lot of
                                    projects going on, but that item kicked
                                    off a lot of revenue in the current
                                    quarter at an unusually high rate in
                                    comparison to their other projects.

Franco:                             Good.  And Dwight, I realize that this may
                                    be difficult.  But, should we think of the
                                    go-forward tax rate as being somewhere in
                                    that year-to-date number that you gave us?

Dwight:                             The data we have now is what you see on a
                                    year-to-date basis.  Obviously, like I
                                    said, we're studying that.  But until any
                                    changes are made, that's the rate,
                                    definitely.

Franco:                             Thank you very much.

Mitch:                              Your next question comes from the line of
                                    James Armstrong with Henry Armstrong
                                    Associates.

James:                              Hello, gentlemen.  Sort of a broad
                                    question for Mark and Greg, I guess.
                                    Given that near-term visibility is poor,
                                    and things are very sluggish, maybe we
                                    could talk for a moment about what we
                                    might be seeing in the long-term, say two
                                    to four years out.  Do you see -- a couple
                                    of the big growth opportunities you talked
                                    about in the past are, number one, those
                                    that have in-house systems gradually
                                    converting to TSA  products.  And do you
                                    think that would continue to happen, what
                                    forces would drive it?  And then number
                                    two, extending the products out
                                    horizontally using other hardware
                                    platforms that you have, do you see that
                                    as a bigger or smaller growth opportunity
                                    than the former?  And which one's going to
                                    happen sooner, do you think?

Mark:                               I would say they're related.  In terms of
                                    the long-term, yeah, we do believe the
                                    in-house solutions, there will continue to
                                    be pressure on the cost associated with
                                    them.  There is a considerable economic
                                    benefit to using a vended solution as long
                                    as it can support the flexibility and the
                                    function the customers require.  I think
                                    over the last ten years we've seen the
                                    number of percentage of in-house solutions
                                    decreasing, and we'll continue to see that
                                    trend going forward.

                                    What would be the catalyst for that? It's
                                    the same things that have been catalyses for
                                    the last decade; it's mandated changes like
                                    triple des, Smart card support, EMV support,
                                    these things that cost a lot of money to
                                    maintain these systems causes customers who
                                    have in-house solutions in order to support
                                    their current support of the environments
                                    they have to make those investments. And we
                                    make them for them, and can spread that cost
                                    over a huge customer base. And it makes us
                                    more cost-effective. So, we expect in-house
                                    solutions will continue to become out for
                                    bid as time goes on. We see a number of
                                    systems are already up for bid today. We
                                    also believe there'll be some replacement
                                    systems or vended solutions that are
                                    outdated or have not kept up, or the
                                    companies have gone out of business.
                                    Relative to the other platform issues, our
                                    view on this is with our BASE24-es
                                    strategies and multi-platform solution, it
                                    does allow us to go after markets that we
                                    couldn't go before.

                                    Before we had an HP-NSK only base solution
                                    with BASE24. It's still a very viable
                                    platform, but Unix, IBM, other platforms,
                                    there are certain customers who will only
                                    deploy certain types of server technology.
                                    And already, we have won some new business
                                    based upon the fact that we have offerings
                                    that run on Unix as well as the IBM
                                    mainframe. And to some extent, back to the
                                    in-house environment, if they run IBM today
                                    in the in-house, they typically want to stay
                                    in that technology with their new system, a
                                    vended solution.

                                    So, there is -- our long-term view is quite
                                    bullish. We believe we're well-positioned
                                    with the R&D and the solutions that we have.
                                    As spending increases we believe we will get
                                    our fair share of that spending within the
                                    marketplace.

James:                              May I ask a follow-on question?  If, given
                                    that we're in this sort of a grinded out
                                    type of period, let's say the next year or
                                    two, and it sounds like you folks have
                                    righted the ship and people are pulling in
                                    the right direction, Greg, what can be
                                    done to harvest value for the stockholders
                                    in this environment over the next couple
                                    of years, do you think?

Greg:                               Well, the best way I can kind of express
                                    that is, I think we need to keep on
                                    basically investing in our new
                                    initiatives, our new product lines, which
                                    we think as the economy turns are going to
                                    help basically grow the top line of the
                                    organization.  As I said before, I think
                                    there is other fuel for the fire,
                                    basically, is, I talked about -- and I
                                    would call it very synergistic --
                                    acquisitions which I think now that we,
                                    like I said, have turned the corner a
                                    little bit, that at some point in time we
                                    need to start looking at opportunities out
                                    in the marketplace.  So, I think there's
                                    several growth initiatives which could
                                    help the organization.

                                    But I would say right now, we're going to be
                                    very, very careful. We are keeping our
                                    powder dry, and making sure we make
                                    expenditures very judiciously to grow the
                                    organization. But, it's -- as you said, it's
                                    just a tough economy. And I think it's kind
                                    of a "slug it out" right now. But I think
                                    there are some opportunities out there.

James:                              Okay.  Thank you.

Mitch:                              Once again, ladies and gentlemen, I would
                                    like to remind everyone, if you do have a
                                    question, please press * then the number 1
                                    on your telephone keypad. Your next question
                                    comes from the line of Brad Knuth with Smith
                                    Hayes.

Brad:                               Just a couple of quick questions here.
                                    Dwight, on the -- in the balance sheet, I
                                    noticed billed receivables and accrued
                                    receivables. When did you cease factoring
                                    receivables?  Would that have been in the
                                    current quarter, or the previous quarter?

Dwight:                             No.  Factoring isn't part of the
                                    receivables base.  We haven't done any
                                    factoring in for a year or so.

Brad:                               Okay.

Dwight:                             The only impact of factoring is, there's a
                                    line item called "deferred financing" on
                                    the liability side.  And you'll notice
                                    that that gets -- that's been slowly going
                                    down as we have collected from customers
                                    and remitted those monies on to the
                                    factor.  It really doesn't impact
                                    receivables.

Brad:                               And that runs off in what, another two
                                    quarters, possibly then, at that rate?

Dwight:                             No.  It's a little bit longer than that.
                                    It goes out, I think, in a couple, two to
                                    three years.

Brad:                               And then, one question for Mark.  You
                                    mentioned a US-based card processor that
                                    bought BASE24 in the quarter.  Was that on
                                    Tandem architecture, or something else?

Mark:                               They actually bought the license for
                                    BASE24-es on a Unix server.  It's Sun
                                    Solaris, to be specific.

Brad:                               And that would have been your first
                                    processor on a non-tandem architecture?

Mark:                               No.  That's not correct.  Some of the
                                    other -- Greg referred to six BASE24-es
                                    clients.  Three of those have been on the
                                    HP-NSK platform, two on Sun Solaris, and
                                    one on IBM AIX.

Brad:                               Okay.  Great.  Thank you.

Mitch:                              Your next question comes from the line of
                                    William Tapert with  Taconic Advisory
                                    Group.

William:                            Greg?

Greg:                               Yes?

William:                            Hi.  It's Bill.  Congratulations on the
                                    new contracts on the BASE24-es systems.
                                    It sounds like you did two in the previous
                                    quarter and had four new contracts this
                                    quarter?  Is that correct?

Mark:                               That's actually -- this is Mark Vipond.
                                    No, it's -- one of them was actually
                                    signed over a year ago.

William:                            But you announced two in the ---

Mark:                               This is spread over time.  The six is an
                                    accumulation of deals that we signed over
                                    the last year in various quarters.

William:                            So in this last quarter you signed how
                                    many?  I'm sorry.

Mark:                               We signed two last quarter.

William:                            Can you give us the order of magnitude, what
                                    kind of size they were? I think you said the
                                    two in the quarter before this were a
                                    combination of nearly $10 million, they were
                                    large ones.

Mark:                               Yes.  You have a good memory.  That's what
                                    we said last quarter. Yeah.  They were two
                                    very large ones.  The one we signed this
                                    quarter was not quite that large, but
                                    pretty significant.

William:                            Terrific.

Mark:                               How's that for being nebulous?

William:                            I thought you had two in this last quarter?

Mark:                               No.  We had one BASE24-es.

William:                            Great.  Thanks so much.

Mitch:                              Your next question comes from the line of
                                    Sean Kiernan with Caxton Associates:

Sean:                               Real simple question here.  You just
                                    talked about the balance sheet, and
                                    hoarding cash, at least your competitors
                                    and people in the industry seem to be
                                    doing that.  And then you talked about at
                                    some point you're going to have to look at
                                    deploying some of that cash, maybe, some
                                    incremental acquisitions.  Just any
                                    thoughts on actually deploying that cash
                                    to buy back some stock, acquire some of
                                    your own stock, in the near-term?

Greg:                               Yes.  I have mentioned before -- at least
                                    I think I have -- we are going through the
                                    process of a review with the Board,
                                    strategic utilization of cash per year
                                    plan for the organization, etc.  That
                                    should be completed in a relatively short
                                    period of time.  At that point in time,
                                    we're going to look at alternatives, and
                                    that would be absolutely one of the
                                    options we would look at.  In saying that,
                                    I'm not saying we're going to do it, but
                                    it sure would be an option we'd review.

Sean:                               And then I suppose we'll get an answer,
                                    then, shortly?

Greg:                               I would say over the next several months.

Sean:                               Thank you.

Mitch:                              Again, ladies and gentlemen, if you would
                                    like to ask a question, press * then the
                                    number 1 on your telephone keypad. Your next
                                    question comes from the line of Joshua
                                    Fenton with Gabeloi Asset Management.

 Joshua:                            Good afternoon.  In your 10-Q's you break
                                    out initial licensing revenue and monthly
                                    licensing revenue.  Could you do that for
                                    this quarter?

Dwight:                             Sure.  I think I provided that at ---

Joshua:                             I got on about 10 minutes late.

Dwight.                             The monthly licensing revenue was 21.9
                                    million. The initial licensing was 16.3
                                    million.

Joshua:                             Thank you.  Sorry.

Greg:                               That's absolutely fine.

Mitch:                              Your next question comes from the line of
                                    James Armstrong with Henry Armstrong
                                    Associates.

James:                              Hello again.  I know that you don't want
                                    to give guidance, and forgive me if I'm
                                    asking you to.  But just as a broad
                                    question, is the current operating cash
                                    flow run rate, does it seem reasonably
                                    stable?  Obviously during the re-audit a
                                    lot of parts were moved around.  And it's
                                    important for us to get a handle on what
                                    the company's true look-forward run rate
                                    is.   So question number one is, is the
                                    current operating cash flow is 9.3 million
                                    per quarter a reasonable guesstimate of
                                    what the company can do.  And then
                                    question number two us, can we expect the
                                    cash balance to keep rising quarter by
                                    quarter?

Greg:                               Well, let me -- the cash balance in this
                                    organization, free cash flow, is a little
                                    bit hard to track, because it doesn't
                                    track as you typically expect in an
                                    organization.  But, very much the intent
                                    is to have free operating cash flow over
                                    some period of time in the organization.
                                    That's our responsibility, to keep the
                                    company profitable and watch cap ex, etc.
                                    I can't say definitively that 9.3 is cash
                                    flow on a quarterly basis, or that's what
                                    it will be.  But we absolutely intend on
                                    keeping positive free cash flow in the
                                    organization.

James:                              Which would, then, lead us to a rising cash
                                    balance, absent any decisions to deploy it
                                    in acquisitions or buy-backs?

Greg:                               We would anticipate that for some period
                                    of time.

James:                              Right.  Thank you.

Mitch:                              Gentlemen, at this time there are no
                                    additional questions.  Do you have any
                                    closing remarks?

Bill:                               We thank everyone for your questions and
                                    attendance.  This concludes our Q2
                                    conference call.

Mitch:                              Ladies and gentlemen, this concludes
                                    today's conference.  Thank you for your
                                    participation.  You may now disconnect.