Form 8-K -- Q2 Fy'06 Earnings Release



 
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 25, 2006
(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
of incorporation
(Commission
File Number)
(I.R.S. Employer
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)

_________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
 
 



 
 

 



Item 2.02. Results of Operations and Financial Condition.

On April 25, 2006, Transaction Systems Architects, Inc. issued a press release announcing its financial results for the quarterly period ending March 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1.

The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition” and “Item 7.01 - Regulation FD Disclosure.” Such information (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this Report and the furnishing of this information pursuant to Items 2.02 and 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02 - Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 -- Press Release dated April 25, 2006.




 
 

 

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.
 
Date: April 25, 2006
By:
/s/ David R. Bankhead
   
David R. Bankhead
Senior Vice President,
Chief Financial Officer and Treasurer




 
 

 

EXHIBIT INDEX

Exhibit
Number
 
 
Description
     
99.1
 
Press Release dated April 25, 2006.

Exhibit 99.1 to Form 8-K -- Q2 Fy'06 Earnings Release
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
Fiscal 2006 Second Quarter Results

(OMAHA, Neb. — April 25, 2006) — Transaction Systems Architects, Inc. (Nasdaq:TSAI), today announced financial results for its second quarter of fiscal 2006 which ended March 31, 2006. The Company will hold a conference call at 5 p.m. EDT today (4 p.m. CDT) to discuss this information. Interested persons may access a real-time audio broadcast of the teleconference at www.tsainc.com/investors.

“We had a very strong second quarter, with a 19 percent growth in revenue and a 34 percent increase in diluted earnings per share,” said Philip G. Heasley, CEO. “Factors that are serving to make older payment systems obsolete - regulatory change, rapidly growing payment volumes, industry consolidation and a view towards payments convergence - are all creating opportunities for TSA. Our international business is growing nicely, and we’re having good success cross-selling a wide range of solutions into our customer base. Important industry mandates such as the Single European Payments Area (SEPA) and the EMV smart card initiative are creating new opportunities for us across the range of our enterprise payments portfolio.”

The Company added seven new customers during the quarter and sold 15 new applications to existing customers. In addition, 25 customers licensed capacity upgrades each valued at a $100 thousand or more. Activity during the quarter included the licensing of BASE24® to two Tier 1 world banks in Asia, capacity upgrades by several Tier 1 world banks, retailers and payments processors and a new license for the Company’s Smart Chip Manager™ solution by a current Tier 1 bank customer in the Middle East.

“We’re essentially complete with the business reorganization, and have now rebranded all of our solutions under the ACI Worldwide brand,” added Heasley. “The power of the brand is beginning to pay dividends in terms of new business opportunities, both in specific geographic regions and with global players. The themes of payments convergence and improving overall productivity in electronic payments systems are resonating, with both our customers and the market in general.”

Revenues
Revenue was $89.8 million in the second quarter, a 19 percent increase over the same period last year and an increase of 6 percent over the first quarter of fiscal 2006. “In particular, our EMEA business continues to perform well, with revenue growing 49 percent year-over-year,” said Heasley. “Our overall international business was also strong, with revenue increasing 30 percent over the same period last year, and it continues to comprise about two-thirds of our total revenue. We experienced good growth in professional services revenue, as we continue to work with our customers to enhance the productivity and performance of their mission-critical payments systems. We also had a good quarter licensing our cross-industry solutions to a wide range of customers in various industries.”

Revenues for the Americas region were $43.6 million, as compared to $42.7 million for the second quarter of fiscal 2005. The Americas revenues consisted of U.S. revenues of $29.7 million and Americas international revenues of $13.9 million, as compared to $29.4 million and $13.3 million, respectively, for the same period last year. Revenues for the Europe/Middle East/Africa region were $37.3 million, as compared to $25.1 million for the second quarter of fiscal 2005. Asia-Pacific revenues were $8.9 million, as compared to $7.8 million for the second quarter of 2005. Total international revenues were $60.1 million, or 67 percent of total revenues, as compared to $46.2 million, or 61 percent of total revenues, for the second quarter of fiscal 2005.

Revenues were comprised of software license fees of $47.7 million, maintenance fees of $24.7 million and services of $17.4 million. Monthly recurring revenue was $45.0 million, compared to $43.3 million during the same period last year. Monthly recurring revenue was comprised of monthly license fees of $16.9 million, maintenance fees of $24.7 million and services (facilities management fees) of $3.4 million. Monthly recurring revenue comprised 50 percent of total revenues in the quarter.

Operating Expenses
Operating expenses for the quarter were $68.6 million, compared to $59.6 million in the second quarter of fiscal 2005 and $70.6 million in the first quarter of fiscal 2006. Included in the second quarter of fiscal 2006 expenses were an additional $0.8 million for sales commissions associated with higher-than-expected sales activity.

Operating Income
Operating income was $21.2 million with an operating margin of 23.6 percent. This compared to operating income of $16.0 million with an operating margin of 21.2 percent for the second quarter of fiscal 2005, and $14.5 million with an operating margin of 17.1 percent for the first quarter of fiscal 2006. “We’ve begun to recognize the accretion we expected from the S2 acquisition with a positive contribution from that business in the second quarter,” added Heasley.

Other Income
Other income for the quarter was $1.9 million, compared to $1.0 million in the second quarter of fiscal 2005.

Taxes
The Company’s effective tax rate for the quarter was 35.0 percent. Tax provision for the quarter was $8.1 million. The Company continues to estimate an effective tax rate of 35 percent for the remainder of the fiscal year. That estimated rate could change based on continuing tax optimization efforts by the Company.

Net Income and Diluted Earnings Per Share
Net income for the quarter was $15.0 million, or $0.39 per diluted share, compared to $11.2 million, or $0.29 per diluted share during the same period last year, an increase of 34 percent.

Operating Cash Flow and Cash Balance
Operating cash flow was $29.7 million compared to operating cash flow of $15.5 million in the second quarter of fiscal 2005. Included in the quarterly cash flow was the receipt from the Internal Revenue Service of $10.9 million reflecting a previously disclosed expected tax refund. The Company's cash, cash equivalents and marketable securities as of March 31, 2006, were $189.7 million. “Our operating cash flow was very strong this quarter,” added Heasley. “Our healthy balance sheet positions us well to seek out opportunities in the market, in order to add to our solutions portfolio and continue to increase our international reach.”

During the quarter, the Company repurchased 10,723 shares of its common stock for approximately $0.3 million. From the inception of the Company’s stock repurchase plan through March 31, 2006, the Company has repurchased a total of 1,955,086 shares for approximately $47.0 million. Total shares outstanding were 37.4 million as of March 31, 2006. During the second quarter, the Company received $3.7 million in proceeds from employee stock option exercises.

Backlog
As of March 31, 2006, the Company's 12-month backlog was $257.5 million, as compared to $254.4 million for the quarter ended December 31, 2005. The monthly recurring portion of backlog, which includes monthly license fees, maintenance fees and facilities management fees, amounted to $186.9 million. The non-recurring portion of backlog, which totaled $70.6 million, includes other software license fees and services.

As of March 31, 2006, the Company’s estimated 60-month backlog was $1.050 billion. For comparison purposes, as of December 31, 2005, the Company’s estimated 60-month backlog was $1.035 billion. “The increases in our 12-month and 60-month backlogs were a direct result of continued strong sales activity, particularly in our international markets,” added Heasley.

Guidance
The Company has revised its revenue estimate for fiscal 2006 from a range of $345 million to $360 million to a range of $348 million to $360 million. The Company has revised its diluted earnings per share estimate from a range of $1.46 to $1.58 to a range of $1.51 to $1.63.
 
 
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 1,960 product systems in 83 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 may include words or phrases such as the Company “believes,” “expects,” “looks forward to,” and words and phrases of similar impact, and include but are not limited to statements regarding future operations, business strategy and business environment and specifically include amounts estimated in the 12-month and 60-month backlogs and the Company’s revenue and earnings guidance. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, but are not limited to, statements regarding the:

·  
Company’s 12-month and 60-month backlog estimates

·  
Company’s calculation of recurring and non-recurring backlog

·  
Company's revenues and EPS estimates for fiscal 2006

·  
Company’s belief that factors that are serving to make older payment systems obsolete and industry mandates are creating opportunities for the Company

·  
Company’s belief that rebranding solutions under a common ACI Worldwide name will pay dividends or result in new business opportunities

·  
Expectation regarding the prospects of the former S2 business

·  
Company’s belief that our healthy balance sheet positions us well to seek out opportunities in the market, in order to add to our solutions portfolio and continue to increase our international reach

·  
Company’s belief that the Company’s estimated tax rate could change based on continuing tax optimization efforts


Any or all of the forward-looking statements may turn out to be wrong. They can be affected by the judgments and estimates underlying such 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. In addition, the Company disclaims any obligation to update any forward-looking statements after the date of this release.

All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in the Company’s filings with the Securities and Exchange Commission. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K filed on December 14, 2005, the Company’s Form 10-Q filed on February 9, 2006, and specifically the section entitled “Factors That May Affect the Company's Future Results or the Market Price of the Company's Common Stock.”

The risks identified in the Company’s filings with the Securities and Exchange Commission include:

·  
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 ability to protect its proprietary 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 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

 
Backlog Estimates
 
The Company’s 12-month and 60-month backlog estimates are based on the Company's judgment about future events which, as described above, involve a number of risks and uncertainties. The Company estimates backlog using the methodology described in the Company's Form 10-Q filed on February 9, 2006 in the section entitled "Backlog" under Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- and on the Company's website at www.tsainc.com.
 
 
 

FINANCIAL HIGHLIGHTS TO FOLLOW
 

 
 

 

 TRANSACTION SYSTEMS ARCHITECTS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 
 (in thousands)
 
                 
     
March 31,
2006
     
September 30,
2005
 
     
(unaudited) 
         
ASSETS
               
Current assets:
               
Cash and cash equivalents 
 
$
113,539
   
$
83,693
 
Marketable securities 
   
76,182
     
72,819
 
Billed receivables, net 
   
59,110
     
63,530
 
Accrued receivables 
   
8,547
     
5,535
 
Recoverable income taxes 
   
-
     
3,474
 
Deferred income taxes, net 
   
4,509
     
2,552
 
Other 
   
11,959
     
13,009
 
 Total current assets
   
273,846
     
244,612
 
                 
Property and equipment, net
   
9,642
     
9,089
 
Software, net
   
4,275
     
4,930
 
Goodwill
   
66,248
     
66,169
 
Other intangible assets, net
   
12,481
     
13,573
 
Deferred income taxes, net
   
21,566
     
21,884
 
Other
   
2,737
     
3,123
 
 Total assets
 
$
390,795
   
$
363,380
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Current portion of debt - financing agreements 
 
$
308
   
$
2,165
 
Accounts payable 
   
6,316
     
9,521
 
Accrued employee compensation 
   
15,967
     
19,296
 
Income taxes payable 
   
8,999
     
-
 
Deferred revenue 
   
80,134
     
81,374
 
Accrued and other liabilities 
   
10,666
     
11,662
 
 Total current liabilities
   
122,390
     
124,018
 
                 
Debt - financing agreements
   
-
     
154
 
Deferred revenue
   
20,429
     
20,450
 
Other
   
1,854
     
1,640
 
 Total liabilities
   
144,673
     
146,262
 
                 
Stockholders' equity:
               
Common stock 
   
204
     
202
 
Treasury stock, at cost 
   
(82,251
)
   
(68,596
)
Additional paid-in capital 
   
287,059
     
274,344
 
Retained earnings 
   
50,505
     
20,329
 
Accumulated other comprehensive loss 
   
(9,395
)
   
(9,161
)
 Total stockholders' equity
   
246,122
     
217,118
 
 Total liabilities and stockholders' equity
 
$
390,795
   
$
363,380
 
 
 



 TRANSACTION SYSTEMS ARCHITECTS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (unaudited and in thousands, except per share amounts)
 
                             
   
 Three Months Ended
 March 31,
   
 Six Months Ended
 March 31,
 
     
2006
   
2005
     
2006
   
2005
 
Revenues:
                           
Software license fees 
 
$
47,730
 
$
42,953
   
$
91,122
 
$
90,759
 
Maintenance fees 
   
24,746
   
22,649
     
50,064
   
44,729
 
Services 
   
17,357
   
10,024
     
33,722
   
20,744
 
 Total revenues
   
89,833
   
75,626
     
174,908
   
156,232
 
                             
Expenses:
                           
Cost of software license fees 
   
7,505
   
5,725
     
14,440
   
11,631
 
Cost of maintenance and services 
   
19,056
   
13,818
     
39,947
   
27,654
 
Research and development 
   
9,978
   
10,223
     
19,730
   
20,138
 
Selling and marketing 
   
16,529
   
15,368
     
32,541
   
30,669
 
General and administrative  
   
15,563
   
14,449
     
32,533
   
28,012
 
 Total expenses
   
68,631
   
59,583
     
139,191
   
118,104
 
Operating income
   
21,202
   
16,043
     
35,717
   
38,128
 
                             
Other income (expense):
                           
Interest income 
   
1,586
   
864
     
4,513
   
1,448
 
Interest expense 
   
(87
)
 
(137
)
   
(116
)
 
(305
)
Other, net 
   
354
   
255
     
(12
)
 
(992
)
 Total other income (expense)
   
1,853
   
982
     
4,385
   
151
 
                             
Income before income taxes
   
23,055
   
17,025
     
40,102
   
38,279
 
Income tax provision
   
(8,069
)
 
(5,832
)
   
(9,926
)
 
(14,163
)
Net income
 
$
14,986
 
$
11,193
   
$
30,176
 
$
24,116
 
                             
                             
Earnings per share information:
                           
                             
Weighted average shares outstanding: 
                           
 Basic
   
37,241
   
38,121
     
37,247
   
37,949
 
 Diluted
   
38,065
   
38,903
     
38,041
   
38,731
 
                             
Earnings per share: 
                           
 Basic
 
$
0.40
 
$
0.29
   
$
0.81
 
$
0.64
 
 Diluted
 
$
0.39
 
$
0.29
   
$
0.79
 
$
0.62
 

 

 

 TRANSACTION SYSTEMS ARCHITECTS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 (unaudited and in thousands)
 
                 
   
 Six Months Ended March 31,
 
     
2006
     
2005
 
Cash flows from operating activities:
               
Net income
 
$
30,176
   
$
24,116
 
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation
   
2,042
     
1,945
 
Amortization
   
1,861
     
441
 
Deferred income taxes
   
(1,631
)
   
(5,285
)
Share-based compensation expense
   
2,884
     
-
 
Tax benefit of stock options exercised
   
681
     
2,526
 
Changes in operating assets and liabilities:
               
Billed and accrued receivables, net 
   
1,094
     
(3,464
)
Other current assets 
   
1,044
     
(1,540
)
Other assets 
   
(6
)
   
(1,785
)
Accounts payable 
   
(3,121
)
   
734
 
Accrued employee compensation 
   
(2,729
)
   
(1,322
)
Accrued liabilities 
   
(697
)
   
(180
)
Current income taxes 
   
12,474
     
8,062
 
Deferred revenue 
   
(946
)
   
6,044
 
Other current and noncurrent liabilities 
   
102
     
215
 
 Net cash provided by operating activities
   
43,228
     
30,507
 
                 
Cash flows from investing activities:
               
Purchases of property and equipment
   
(3,049
)
   
(1,577
)
Purchases of software
   
(255
)
   
(912
)
Purchases of marketable securities
   
(36,062
)
   
(76,875
)
Sales of marketable securities
   
32,703
     
3,778
 
Acquisition of business
   
(59
)
   
-
 
 Net cash used in investing activities
   
(6,722
)
   
(75,586
)
                 
Cash flows from financing activities:
               
Proceeds from issuance of common stock
   
589
     
487
 
Proceeds from exercises of stock options
   
7,055
     
7,892
 
Excess tax benefit of stock options exercised
   
1,506
     
-
 
Purchases of common stock
   
(13,978
)
   
(7,249
)
Payments on debt - financing arrangements
   
(2,002
)
   
(4,984
)
    Other
   
122
     
397
 
           Net cash used in financing activities
   
(6,708
)
   
(3,457
)
                 
Effect of exchange rate fluctuations on cash
   
48
     
1,837
 
                 
Net increase (decrease) in cash and cash equivalents
   
29,846
     
(46,699
)
Cash and cash equivalents, beginning of period
   
83,693
     
134,198
 
Cash and cash equivalents, end of period
 
$
113,539
   
$
87,499