Delaware
|
0-25346
|
47-0772104
|
(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
TRANSACTION
SYSTEMS ARCHITECTS, INC.
|
|||
Date:
January
31, 2006
|
By:
|
/s/
David R. Bankhead
|
|
David
R. Bankhead
Senior
Vice President,
Chief
Financial Officer and
Treasurer
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated January 31, 2006.
|
· |
Company’s
belief that rebranding solutions will allow the Company to leverage
the
ACI brand and more effectively globalize our entire solutions
portfolio
|
· |
Company’s
belief that the enterprise is performing
well
|
· |
Company’s
belief that its customers are experiencing growing electronic transaction
volumes
|
· |
Company’s
calculation of recurring and non-recurring
backlog
|
· |
Company's
revenues and EPS estimates for fiscal
2006
|
· |
Company’s
expectation regarding serving the S2 customer
base
|
· |
Company’s
belief that it is making progress with its Proactive Risk Manager
solution
|
· |
Company’s
belief that there is more interest in the market for payments
convergence
|
· |
Company’s
belief that investments in BASE24-es are paying
off
|
· |
Company’s
validation of the performance and efficiency of
BASE24-es
|
· |
Risks
associated with the restructuring of the Company’s
organization
|
· |
Risks
inherent in making an estimate of the Company's backlog which involve
substantial judgment and estimates; such risks relate to the Company’s
12-month and 60-month backlogs
|
· |
Risks
associated with tax positions taken by the Company which require
substantial judgment and with which taxing authorities may not agree
|
· |
Risks
associated with various lawsuits against the Company, including the
lawsuits filed against the Company and certain directors and officers
relating to its restatement of prior consolidated financial results,
including the adequacy of insurance coverage and the possibility
of
additional litigation
|
· |
Risks
associated with litigation in the software industry regarding intellectual
property rights
|
· |
Risks
associated with the Company's concentration of business in the financial
services industry
|
· |
Risks
associated with fluctuations in quarterly operating results and resulting
stock price volatility
|
· |
Risks
associated with conducting international
operations
|
· |
Risks
regarding the Company’s new BASE24-es
product
|
· |
Risks
associated with the Company's dependence on its BASE24
solution
|
· |
Risks
associated with the Company's dependence on the licensing of software
products that operate on Hewlett-Packard NonStop
servers
|
· |
Risks
associated with the complexity of the Company’s software products
|
· |
Risks
associated with the Company's acquisition of new products and
services or
enhancement of existing products and services through acquisitions
of
other companies, product lines, technologies and personnel, or
through
investments in other
companies
|
· |
Risks
associated with the acquisition of S2 Systems and the integration
of its
operations and customers, including, without limitation, the risks
described in the Company’s Form 8-K filed July 1,
2005
|
· |
Risks
associated with the Company's ability to protect its proprietary
rights
|
· |
Risks
associated with new accounting standards, or revised interpretations
or
guidance regarding existing
standards
|
· |
Risks
associated with the assessment and maintenance of internal controls
over
the Company’s financial reporting
|
TRANSACTION SYSTEMS ARCHITECTS,
INC.
|
||||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||||
(in thousands)
|
||||||||||
|
December
31,
|
|
September
30,
|
|||||||
2005
|
2005
|
|||||||||
ASSETS
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
95,705
|
$
|
83,693
|
||||||
Marketable
securities
|
62,093
|
72,819
|
||||||||
Billed
receivables, net
|
53,806
|
63,530
|
||||||||
Accrued
receivables
|
11,882
|
5,535
|
||||||||
Recoverable
income taxes
|
4,976
|
3,474
|
||||||||
Deferred
income taxes, net
|
2,688
|
2,552
|
||||||||
Other
|
13,427
|
13,009
|
||||||||
Total
current assets
|
244,577
|
244,612
|
||||||||
|
||||||||||
Property
and equipment, net
|
9,264
|
9,089
|
||||||||
Software,
net
|
4,649
|
4,930
|
||||||||
Goodwill
|
66,482
|
66,169
|
||||||||
Other
intangible assets, net
|
12,908
|
13,573
|
||||||||
Deferred
income taxes, net
|
21,459
|
21,884
|
||||||||
Other
|
2,967
|
3,123
|
||||||||
Total
assets
|
$
|
362,306
|
$
|
363,380
|
||||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||||
Current liabilities:
|
||||||||||
Current portion of
debt -
financing agreements
|
$
|
975
|
$
|
2,165
|
||||||
Accounts payable
|
7,442
|
9,521
|
||||||||
Accrued employee
compensation
|
14,590
|
19,296
|
||||||||
Deferred revenue
|
80,746
|
81,374
|
||||||||
Accrued and other
liabilities
|
12,535
|
11,662
|
||||||||
Total current
liabilities
|
116,288
|
124,018
|
||||||||
Debt - financing agreements
|
58
|
154
|
||||||||
Deferred revenue
|
19,515
|
20,450
|
||||||||
Other
|
1,645
|
1,640
|
||||||||
Total
liabilities
|
137,506
|
146,262
|
||||||||
Stockholders' equity:
|
||||||||||
Common stock
|
203
|
202
|
||||||||
Treasury stock, at
cost
|
(81,924
|
)
|
(68,596
|
)
|
||||||
Additional paid-in
capital
|
280,410
|
274,344
|
||||||||
Retained earnings
|
35,519
|
20,329
|
||||||||
Accumulated other comprehensive
loss
|
(9,408
|
)
|
(9,161
|
)
|
||||||
Total
stockholders' equity
|
224,800
|
217,118
|
||||||||
Total liabilities and
stockholders' equity
|
$
|
362,306
|
$
|
363,380
|
TRANSACTION SYSTEMS ARCHITECTS,
INC.
|
||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||
(unaudited and in thousands, except
per share
amounts)
|
||||||||||
Three
Months Ended December
31,
|
||||||||||
|
|
|
2005
|
|
|
|
|
|
2004
|
|
Revenues:
|
||||||||||
Software license
fees
|
$
|
43,392
|
$
|
47,806
|
||||||
Maintenance fees
|
25,318
|
22,080
|
||||||||
Services
|
16,365
|
10,720
|
||||||||
Total revenues
|
85,075
|
80,606
|
||||||||
Expenses:
|
||||||||||
Cost of software license
fees
|
6,935
|
|
5,906
|
|||||||
Cost of maintenance
and
services
|
20,891
|
13,836
|
||||||||
Research and
development
|
9,752
|
9,915
|
||||||||
Selling and
marketing
|
16,012
|
15,301
|
||||||||
General and
administrative
|
16,970
|
13,563
|
||||||||
Total
expenses
|
70,560
|
58,521
|
||||||||
Operating income
|
14,515
|
22,085
|
||||||||
Other income (expense):
|
||||||||||
Interest income
|
2,927
|
|
584
|
|||||||
Interest expense
|
(29
|
)
|
|
(168
|
)
|
|||||
Other, net
|
(366
|
)
|
(1,247
|
)
|
||||||
Total other
income (expense)
|
2,532
|
(831
|
)
|
|||||||
Income before income taxes
|
17,047
|
21,254
|
||||||||
Income tax provision
|
(1,857
|
)
|
(8,331
|
)
|
||||||
Net income
|
$
|
15,190
|
$
|
12,923
|
||||||
Earnings per share information:
|
||||||||||
Weighted average shares
outstanding:
|
||||||||||
Basic
|
37,253
|
37,781
|
||||||||
Diluted
|
38,026
|
38,552
|
||||||||
Earnings per
share:
|
||||||||||
Basic
|
$
|
0.41
|
$
|
0.34
|
||||||
Diluted
|
$
|
0.40
|
$
|
0.34
|
TRANSACTION SYSTEMS ARCHITECTS,
INC.
|
||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||
(unaudited and in thousands)
|
||||||||||
Three
Months Ended December
31,
|
||||||||||
2005
|
|
2004
|
||||||||
Cash flows from operating activities:
|
||||||||||
Net income
|
$
|
15,190
|
$
|
12,923
|
||||||
Adjustments to reconcile
net
income to net cash
|
||||||||||
provided by operating
activities:
|
||||||||||
Depreciation
|
990
|
988
|
||||||||
Amortization
|
923
|
292
|
||||||||
Deferred income taxes
|
217
|
2,092
|
||||||||
Share-based compensation
expense
|
1,406
|
-
|
||||||||
Tax benefit of stock
options
exercised
|
383
|
908
|
||||||||
Changes in operating
assets and
liabilities
|
||||||||||
Billed and accrued
receivables,
net
|
2,438
|
(2,456
|
)
|
|||||||
Other current
assets
|
(438
|
)
|
(632
|
)
|
||||||
Other assets
|
408
|
(1,739
|
)
|
|||||||
Accounts payable
|
(1,969
|
)
|
(578
|
)
|
||||||
Accrued employee
compensation
|
(4,188
|
)
|
(1,662
|
)
|
||||||
Accrued
liabilities
|
450
|
2,159
|
||||||||
Current income
taxes
|
(1,502
|
)
|
3,900
|
|||||||
Deferred revenue
|
(823
|
)
|
(1,285
|
)
|
||||||
Other current and
noncurrent
liabilities
|
21
|
104
|
||||||||
Net cash
provided by operating activities
|
13,506
|
15,014
|
||||||||
Cash flows from investing activities:
|
||||||||||
Purchases of property
and
equipment
|
(1,489
|
)
|
|
(522
|
)
|
|||||
Purchases of software
|
(143
|
)
|
(771
|
)
|
||||||
Purchases of marketable
securities
|
(7,703
|
)
|
(74,875
|
)
|
||||||
Sales of marketable
securities
|
18,428
|
8
|
||||||||
Acquisition of business
|
(59
|
)
|
-
|
|||||||
Net cash
provided by (used in) investing activities
|
9,034
|
(76,160
|
)
|
|||||||
Cash flows from financing activities:
|
||||||||||
Proceeds from issuance
of common
stock
|
283
|
|
240
|
|||||||
Proceeds from exercises
of stock
options
|
3,309
|
4,108
|
||||||||
Excess tax benefit
of stock
options exercised
|
683
|
-
|
||||||||
Purchases of common
stock
|
(12,802
|
)
|
-
|
|||||||
Payments on debt -
financing
arrangements
|
(1,275
|
)
|
(3,937
|
)
|
||||||
Other
|
(15
|
)
|
25
|
|||||||
Net cash provided
by
(used in) financing activities
|
(9,817
|
)
|
436
|
|||||||
Effect of exchange rate fluctuations on cash
|
(711
|
)
|
2,779
|
|||||||
Net increase (decrease) in cash and cash
equivalents
|
12,012
|
(57,931
|
)
|
|||||||
Cash and cash equivalents, beginning of
period
|
83,693
|
134,198
|
||||||||
Cash and cash equivalents, end of period
|
$
|
95,705
|
$
|
76,267
|
· |
Maintenance
fees are assumed to exist for the duration of the license term for
those
contracts in which the committed maintenance term is less than the
committed license term.
|
· |
License
and facilities management arrangements are assumed to renew at the
end of
their committed term at a rate consistent with historical Company
experiences.
|
· |
Non-recurring
license arrangements are assumed to renew as recurring revenue
streams.
|
· |
Foreign
currency exchange rates are assumed to remain constant over the 60-month
backlog period for those contracts stated in currencies other than
the
U.S. dollar.
|
· |
Company
pricing policies and practices are assumed to remain constant over
the
60-month backlog period.
|
· |
Anticipated
increases in transaction volumes in customer
systems.
|
· |
Optional
annual uplifts or inflationary increases in recurring
fees.
|
· |
Services
engagements, other than facilities management, are not assumed to
renew
over the 60-month backlog period.
|
· |
The
potential impact of merger activity within the Company’s markets and/or
customers is not reflected in the computation of 60-month
backlog.
|