Form 8-K

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)

Registrant’s 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 7.01—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 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.

 

2


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.
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
Company’s 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 Company’s revenue and earnings guidance, and the Company’s 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
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
presentation.
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 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 Company’s filings with the Securities and Exchange Commission include:
Risks associated with the restatement of the Company’s 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 Company’s bank debt, the failure to do so which could have a
material adverse effect on the Company’s 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 Company’s 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 Company’s software products;
Risks inherent in making an estimate of the Company’s 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
Company’s revenues in the future;
Risks associated with the Company’s stock price which may be volatile;
Risks associated with conducting international operations;
Risks regarding the Company’s  newly introduced BASE24-eps product which may prove to be unsuccessful in the marketplace;
Risks
associated
with
the
Company’s
future
profitability
which
depends
on
demand
for
its
products;
lower
demand
in
the
future
could
adversely affect the Company’s business;
Risks
associated
with
the
Company’s
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 Company’s ability to protect its intellectual property and technology and may be subject to increasing litigation
over its intellectual property rights;
Risks associated with the Company’s 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 Company’s financial reporting.


©
2007 Transaction Systems Architects, Inc.
Forward-Looking Statements (continued)
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 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.
MANAGEMENT’S
DISCUSSION
AND
ANALYSIS
OF
FINANCIAL
CONDITION
AND
RESULTS
OF
OPERATION
and
on
the
Company’s
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.


©
2007 Transaction Systems Architects, Inc.
www.tsainc.com