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:
April
25, 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 April 25, 2006.
|
· |
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
|
· |
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
|
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
|