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 (Date of earliest event reported): June 29, 2007
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) | (IRS Employer Identification No.) |
120 Broadway, Suite 3350 New York, New York |
10271 | |
(Address of principal executive offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (646) 348-6700
(Former Name or Former Address, if Changed Since Last Report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure. |
On June 29, 2007, Transaction Systems Architects, Inc. posted the investor presentation material entitled Summary of Key Points from Form 10-Q for Period Ending December 31, 2006 on its web site (www.tsainc.com) to be used in connection with meetings with investors that management expects to have from time to time. A copy of the presentation materials is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The foregoing information (including the exhibit hereto) is being furnished under Item 7.01Regulation 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 Item 7.01 do not mean that such information is material or that disclosure of such information is required.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit 99.1 | | Investor Presentation dated June 2007. |
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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 hereunto duly authorized.
TRANSACTION SYSTEMS ARCHITECTS, INC. |
/s/ Dennis P. Byrnes |
Dennis P. Byrnes |
Senior Vice President and General Counsel |
Date: June 29, 2007
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EXHIBIT INDEX
Exhibit No. | Exhibit Description | |||
Exhibit 99.1 | | Investor Presentation dated June 2007. |
© 2007 Transaction Systems Architects, Inc. Transaction Systems Architects, Inc. Summary of Key Points from Form 10-Q for Period Ending December 31, 2006 June 2007 Exhibit 99.1 |
© 2007 Transaction Systems Architects, Inc. Private Securities Litigation Reform Act of 1995 Safe Harbor For Forward-Looking Statements This presentation contains forward-looking statements based on current expectations
that involve a number of risks and uncertainties. The
forward-looking statements are made pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. A discussion of
these forward-looking statements and risk factors is set forth at the end of this presentation. The Company assumes no obligation to update any forward-looking
statement in this presentation. |
© 2007 Transaction Systems Architects, Inc. General Remarks Revenue and earnings per share in line with preliminary results issued March 1, 2007 Company will move to a calendar year fiscal year beginning in 2008 Current guidance is based on calendar year 2007 Companys share repurchase authorization has been increased to $210 million Approximately $133 million available as of December 31, 2006 |
© 2007 Transaction Systems Architects, Inc. Cash Flow GAAP cash flow from operations for December quarter was ($611) thousand cash flow was adversely affected by the following one-time items: Settlement of class action lawsuit - $8.5 million P&H-related compensation charges - $9.4 million Capital expenditures were $5.1 million in the quarter higher than historical run rate primarily due to the timing of infrastructure investments in Europe and Romania Effective with calendar year 2007, we provide guidance and results for Operating Free Cash Flow, defined as net cash from operations adjusted for one-time items, minus capital expenditures |
© 2007 Transaction Systems Architects, Inc. Backlog 60-month backlog was adversely affected by approximately $20 million due to cancellation of a facilities management contract, effective November 30, 2007 60-month backlog increased $7 million sequentially before reflecting the impact of cancelled facilities management contract 12-month backlog increased $4 million sequentially |
© 2007 Transaction Systems Architects, Inc. Revenue and Expense Revenue increased $8.2 million primarily from the eps AG and P&H Solutions acquisitions P&H Solutions - $7.4 million eps AG - $2.1 million Operating expenses increased $17.8 million, primarily due to acquisitions and professional fees: Acquisitions - $15.5 million Professional fees and other costs related to stock options review - $2.6 million |
© 2007 Transaction Systems Architects, Inc. Other Items Other income/expense Interest income decreased $2 million due to lower outstanding cash balances Interest expense increased $1.4 million due to borrowing costs (senior revolving credit facility) Effective tax rate for quarter increased to 36% Prior year tax rate of 10.9% was due to release of tax contingency reserves related to tax audit |
© 2007 Transaction Systems Architects, Inc. Forward-Looking Statements This presentation 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, will, expects, looks forward to, and words and phrases of similar impact, and include but are not limited to
statements regarding amounts estimated in the 12-month and
60-month backlogs, the Companys revenue and earnings guidance, and the Companys long-term revenue and earnings growth objectives. The forward-looking statements are made pursuant to safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. . 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 Companys 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 presentation. All of the foregoing forward-looking statements are expressly qualified
by the risk factors discussed in the Companys 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 our
Form 10-K filed on May 11, 2007, and our Form 10-Q filed on June 29, 2007 and specifically the section entitled Factors That May Affect the
Company's Future Results or the Market Price of the Company's Common Stock. |
© 2007 Transaction Systems Architects, Inc. Forward-Looking Statements (continued) The risks identified in the Companys filings with the Securities and
Exchange Commission include: Risks associated with the restatement of the Companys financial
statements; Risks associated with not having current financial information available and
the Company will be limited in its ability to register its securities for offer and sale until the Company is deemed a current filer
with the SEC; Risks associated with the delays in filing its periodic reports, including
the need to obtain additional extensions from the lender in the future in order to comply with the financial reporting requirements of the
Companys bank debt, the failure to do so which could have a material adverse effect on the Companys business, liquidity and
financial conditions; Risks associated with the delay in filing its Quarterly Report on Form
10-Q for the quarter ended March 31, 2007 with the SEC and any failure to satisfy other NASDAQ listing requirements could cause the NASDAQ to commence suspension or delisting procedures with respect to its common stock; Risks associated the Companys performance which could be materially
adversely affected by a general economic downturn or lessening
demand in the software sector; Risks associated with the complexity of the Companys software
products; Risks inherent in making an estimate of the Companys backlogs which
many not be accurate and may not generate the predicted revenue; Risks associated with tax positions taken by the Company which require
substantial judgment and with which taxing authorities may not
agree; Risks associated with consolidation in the financial services industry which
may adversely impact the number of customers and the Companys revenues in the future; Risks associated with the Companys stock price which may be
volatile; Risks associated with conducting international operations; Risks regarding the Companys newly introduced BASE24-eps
product which may prove to be unsuccessful in the marketplace; Risks associated with the Companys future profitability which depends on demand for its products; lower demand in the future could adversely affect the Companys business; Risks associated with the Companys software products which may contain undetected errors or other defects, which could damage its reputation with customers, decrease profitability, and expose the Company to
liability; Risks associated with future acquisitions and investments which could materially adversely affect the Company; Risks associated with the Companys ability to protect its intellectual
property and technology and may be subject to increasing litigation over its intellectual property rights; Risks associated with the Companys restructuring plan which may not
achieve expected efficiencies; Risks associated with litigation that could materially adversely affect our
business financial condition and/or results of operations; Risks associated with new accounting standards or revised interpretations or
guidance regarding existing standards; and Risks associated with the assessment and maintenance of internal controls
over the Companys financial reporting. |
© 2007 Transaction Systems Architects, Inc. Forward-Looking Statements (continued) Backlog Estimates The Companys 12-month and 60-month backlog estimates are based
on the Companys judgment about future events which, as described above, involve a number of risks and uncertainties. The Company estimates backlog
using the methodology described in our Form 10-K filed on May 11, 2007 and our Form 10-Q filed on June 29, 2007 in the section entitled Backlog under Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION and on the Companys website at www.tsainc.com. Non-GAAP Financial Measures This presentation includes non-GAAP information: Operating Free Cash
Flow is defined as net cash flow from operating activities adjusted for selected one-time items minus capital expenditures. The Company
utilizes this non-GAAP financial measure, as an indicator of cash flow available for debt repayment and other investing activities, such as acquisitions. The Company utilizes operating free cash flow as a further indicator of operating performance and for planning investing activities.
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© 2007 Transaction Systems Architects, Inc. www.tsainc.com |