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): February 14, 2012 (February 14, 2012)
ACI WORLDWIDE, 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 2.02. Results of Operation and Financial Condition.
On February 14, 2012, ACI Worldwide, Inc. (the Company) issued a press release announcing its financial results for the three months and full year ended December 31, 2011. A copy of this press release is attached hereto as Exhibit 99.1.
The foregoing information (including the exhibits 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 exhibits 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.
99.1 | Press Release dated February 14, 2012 | |
99.2 | Investor presentation materials dated February 14, 2012 |
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SIGNATURES
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.
ACI WORLDWIDE, INC. |
/s/ Scott W. Behrens |
Scott W. Behrens, Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
Date: February 14, 2012
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated February 14, 2012 | |
99.2 | Investor presentation materials dated February 14, 2012 |
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Exhibit 99.1
News Release
ACI Worldwide, Inc. Reports Financial
Results for the Quarter and Year Ended December 31, 2011
OPERATING HIGHLIGHTS
| Full year diluted EPS of $1.34, an increase of 68% over prior year |
| Record sales bookings of $556 million |
| Full year Operating Income and Adjusted EBITDA growth rate of 24% and 21%, respectively, over prior year |
| Full year revenue growth rate of 11% |
$ MMs |
Quarter Ended | Year Ended | ||||||||||
Quarter ended Dec 31, 2011 |
Better / (Worse) Quarter ended Dec 31, 2010 |
Better / (Worse) Quarter ended Dec 31, 2010 |
Year ended Dec 31, 2011 |
Better / (Worse) Year ended Dec 31, 2010 |
Better / (Worse) Year ended Dec 31, 2010 | |||||||
Diluted EPS |
$0.70 | ($0.10) | (13%) | $1.34 | $0.54 | 68% | ||||||
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Revenue |
$135.0 | ($6.2) | (4%) | $465.1 | $46.7 | 11% | ||||||
Operating Income* |
$37.0 | ($5.8) | (14%) | $66.2 | $12.6 | 24% | ||||||
Adjusted EBITDA* |
$48.6 | ($3.1) | (6%) | $105.9 | $18.1 | 21% |
* | Quarterly results in the table above include $3.2 million of professional fees related to the S1 acquisition. Full year results include $6.7 million of professional fees related to the S1 acquisition. Excluding the impact of these acquisition-related expenses, Operating income and Adjusted EBITDA for the quarter would have been $40.2 million and $51.8 million, respectively and full year operating income and Adjusted EBITDA would have been $72.9 million and $112.6 million, respectively. |
(NEW YORK February 14, 2012) ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of payment systems, today announced financial results for the period ended December 31, 2011. We will hold a conference call on February 14, 2012, at 8:30 a.m. EST to discuss this information. Interested persons may also access a real-time audio broadcast of the teleconference at www.aciworldwide.com/investors.
In 2011, ACI continued to prove the high demand for our market leading products across all geographies. We saw solid growth in both revenue and operating income over the prior year and maintained record growth in sales as customers purchased global or multi-country product offerings. Our 60-month backlog of committed and renewable client
bookings continues to rise strongly as average deal size expands. Furthermore, we anticipate another good year in 2012, with continued growth in profitability and EBITDA margin, said Chief Executive Officer Philip Heasley. Finally, we are excited to have closed the transaction with S1 Corporation which we believe will provide greater growth prospects and expanded customer relationship opportunities.
FINANCIAL SUMMARY
Sales
Sales bookings in the quarter totaled $171.4 million which was a decrease of $3.4 million, or 2%, as compared to the December 2010 quarter. Noteworthy changes in the mix of sales compared to last years quarter included a rise of $44.8 million in add-on sales.
For the full year 2011, sales bookings rose by $31.1 million to total $556.3 million as compared to $525.2 million for the full year 2010. The positive variance was driven by a rise of $15.5 million in new and add-on sales with the remaining $15.7 million of growth due to higher term extensions.
Revenues
Revenue was $135.0 million in the quarter ended December 31, 2011, a decrease of $6.2 million, or 4%, over the prior-year quarter. The change in revenue reflects lower non-recurring implementation services revenues as fewer projects moved out of backlog into current period revenue compared to the prior-year quarter.
Revenue for the full year 2011 was $465.1 million, an increase of $46.7 million, or 11%, over revenues of $418.4 million for the full year 2010. Revenue growth was strong across all revenue categories and geographies.
Backlog
As of December 31, 2011, our estimated 60-month backlog was $1.617 billion, an increase of $62 million as compared to $1.555 billion at December 31, 2010. The increase was primarily attributable to the sales bookings signed during calendar 2011. As of December 31, 2011, our 12-month backlog was $424 million, an increase of $43 million as compared to $381 million for the quarter ended December 31, 2010.
Operating Expenses
Operating expenses were $98.0 million in the December 2011 quarter compared to $98.4 million in the December 2010 quarter, a decrease of $0.4 million, or 0.4%. Excluding $3.2 million of professional fees related to the S1 acquisition, operating expenses decreased $3.6 million, or 4%.
Operating expenses for the year ended December 31, 2011 were $398.9 million, an increase of $34.1 million, or 9%, as compared to $364.8 million for the prior year ended December 31, 2010. Excluding $6.7 million of professional fees related to the S1 acquisition, operating expenses increased $27.4 million, or 8%. Operating expense growth was led primarily by higher sales and marketing expenses and higher research and development expenses.
Operating Income
Operating income was $37.0 million in the December 2011 quarter, a decrease of approximately $5.8 million, or 14%, compared to $42.8 million for the December 2010 quarter as fewer project go-lives were recognized in the fourth quarter of 2011 as compared to prior-year fourth quarter. Excluding $3.2 million of professional fees related to the S1 acquisition, operating income decreased $2.6 million, or 6%.
Operating income for the full year 2011 was $66.2 million, an improvement of $12.6 million, or 24%, compared to operating income of $53.6 million for the full year 2010. Excluding $6.7 million of professional fees related to the S1 acquisition, operating income increased $19.3 million, or 36%.
Adjusted EBITDA
Adjusted EBITDA was $48.6 million in the December 2011 quarter as compared to $51.7 million in Adjusted EBITDA in the December 2010 quarter. Excluding $3.2 million of professional fees related to the S1 acquisition, Adjusted EBITDA was essentially flat with the prior year quarter.
Full year 2011 Adjusted EBITDA was $105.9 million, an increase of $18.1 million, or 21%, as compared to $87.8 million for full year 2010. Excluding $6.7 million of professional fees related to the S1 acquisition, Adjusted EBITDA increased $24.8 million, or 28%.
Liquidity
We had $197.1 million in cash on hand at December 31, 2011. Cash on hand increased $17.4 million as compared to September 30, 2011 primarily as a result of strong operating income as well as strong cash collections. As of December 31, 2011, we also had $175.0 million in unused borrowings under the revolving credit facility portion of our credit agreement.
In February 2012, our board of directors approved an increase of $52.1 million to its current stock repurchase authorization, bringing the total authorization to $262.1 million, of which $75 million remains available.
Operating Free Cash Flow
Operating free cash flow (OFCF) for the quarter was $30.0 million as compared to $28.0 million for the December 2010 quarter.
OFCF for the full year 2011 was $67.2 million, an increase of $4.4 million over the full year 2010.
Other Expense
Other expense for the quarter was $1.0 million, compared to other expense of $0.4 million in the December 2010 quarter. The increase in other expense versus the prior-year quarter resulted primarily from a $0.6 million negative variance in foreign exchange losses.
Other expense for the full year 2011 was $1.9 million as compared to other expense of $4.9 million for the full year 2010. The improvement was led primarily by a $2.5 million positive variance in foreign exchange losses.
Taxes
Income tax expense in the December 2011 quarter was $12.1 million, or a 34% effective tax rate, compared to $15.3 million, or a 36% effective tax rate, in the prior-year quarter.
Income tax expense for the year ended December 2011 was $18.5 million, or a 29% effective tax rate, as compared to $21.5 million, or a 44% effective tax rate, for the prior year ended December 2010. The year-over-year decrease in the effective tax rate was largely due to a $3.1 million liability release related to our IP transfer and a $2.2 million release of tax reserves in 2011 that did not occur in 2010.
Net Income and Diluted Earnings Per Share
Net income for the quarter ended December 31, 2011 was $23.9 million, compared to net income of $27.1 million during the fourth quarter 2010.
Net income for the year ended December 31, 2011 was $45.9 million, compared to net income of $27.2 million during the same period last year, an increase of $18.7 million, or 69%.
Earnings per share for the quarter and year ended December 2011 was $0.70 and $1.34 per diluted share, respectively, compared to $0.80 earnings per diluted share for the quarter and year ended December 2010. Annual EPS represented a rise of 68% compared to the same period last year. The improvement was largely due to stronger operating income and lower income tax expense.
Weighted Average Shares Outstanding
Total diluted weighted average shares outstanding were 34.2 million for the quarter and year ended December 31, 2011 as compared to 33.7 million shares outstanding for the quarter and 33.9 million shares outstanding for the year ended December 31, 2010.
S1 Transaction
On February 10, 2012, we closed the exchange offer for S1 Corporation for approximately $360 million in cash and 5.9 million shares of our stock resulting in a total purchase price of $569 million, or $10.36 per share.
2012 Guidance
ACI is guiding on three metrics for calendar year 2012. On an organic basis, we currently expect to achieve revenue in a range of $490-$500 million, operating income of $84-$89 million and Adjusted EBITDA of $124-$129 million. Including the incremental impact of the acquisition of S1 Corporation, we expect to achieve revenue in a range of $696-$706 million, operating income of $99-$104 million and Adjusted EBITDA of $165-$170 million. The above guidance excludes approximately $16 million of one-time charges resulting from the transaction.
-End-
About ACI Worldwide
ACI Worldwide powers electronic payments for more than 800 financial institutions, retailers and processors around the world, with its broad and integrated suite of electronic payment software. More than 90 billion times each year, ACIs solutions process consumer payments. On an average day, ACI software manages more than US$12 trillion in wholesale payments, and for more than 160 organizations worldwide, ACI software helps to protect their customers from financial crime. To learn more about ACI and understand why we are trusted globally, please visit www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on Twitter @ACI_Worldwide.
For more information contact:
Tamar Gerber, Vice President, Investor Relations & Financial Communications
ACI Worldwide
+1 646 348 6706
invrel@aciworldwide.com
Non-GAAP Financial Measures
ACI is presenting operating free cash flow, which is defined as net cash provided (used) by operating activities, less net after-tax payments associated with S1 acquisition costs, net after-tax payments associated with IBM IT outsourcing transition costs, capital expenditures and plus or minus net proceeds from IBM. Operating free cash flow is considered a non-GAAP financial measure as defined by SEC Regulation G. We utilize this non-GAAP financial measure, and believe it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as capital investments and acquisitions. We utilize operating free cash flow as a further indicator of operating performance and for planning investing activities. Operating free cash flow should be considered in addition to, rather than as a substitute for, net cash provided (used) by operating activities. A limitation of operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. This measure also does not exclude mandatory debt service obligations and, therefore, does not represent the residual cash flow available for discretionary expenditures. We believe that operating free cash flow is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items, which do not directly affect our ongoing cash flow.
Reconciliation of Operating Free Cash Flow | Year Ended December 31, | Quarter Ended December 31, | ||||||||||||||
(millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Net cash provided by operating activities |
$ | 83.5 | $ | 81.3 | $ | 31.2 | $ | 32.2 | ||||||||
Net after-tax payments associated with S1 acquisition costs |
3.7 | | 3.3 | | ||||||||||||
Net after-tax payments associated with IBM IT Outsourcing Transition costs |
0.9 | 0.9 | 0.2 | 0.2 | ||||||||||||
Less capital expenditures |
(19.0 | ) | (13.2 | ) | (3.1 | ) | (2.6 | ) | ||||||||
Less alliance technical enablement expenditures |
(1.9 | ) | (6.2 | ) | (1.6 | ) | (1.8 | ) | ||||||||
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Operating Free Cash Flow |
$ | 67.2 | $ | 62.8 | $ | 30.0 | $ | 28.0 | ||||||||
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ACI also includes backlog estimates which are all software license fees, maintenance fees and services specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within the corresponding backlog period. We have historically included assumed renewals in backlog estimates based upon automatic renewal provisions in the executed contract and our historic experience with customer renewal rates.
Backlog is considered a non-GAAP financial measure as defined by SEC Regulation G. Our 60-month backlog estimate represents expected revenues from existing customers using the following key assumptions:
| 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 our historical 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. |
| Our pricing policies and practices are assumed to remain constant over the 60-month backlog period. |
Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including for reasons outside of managements control. For example, our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, or general changes in economic conditions in the customers industry or geographic location, or we may experience delays in the
development or delivery of products or services specified in customer contracts which may cause the actual renewal rates and amounts to differ from historical experiences. Changes in foreign currency exchange rates may also impact the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog estimates will actually generate the specified revenues or that the actual revenues will be generated within the corresponding 60-month period. Additionally, because backlog estimates are operating metrics, the estimates are not required to be subject to the same level of internal review or controls as a GAAP financial measure.
Backlog should be considered in addition to, rather than as a substitute for, reported revenue and deferred revenue.
ACI also includes Adjusted EBITDA, which is defined as net income plus income tax expense, net interest expense, net other expenses, depreciation, amortization and non-cash compensation. Adjusted EBITDA is considered a non-GAAP financial measure as defined by SEC Regulation G. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income.
Adjusted EBITDA | Year Ended December 31, | Quarter Ended December 31, | ||||||||||||||
(millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Net income (loss) |
$ | 45.9 | $ | 27.2 | $ | 23.9 | $ | 27.1 | ||||||||
Plus: |
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Income tax expense |
18.5 | 21.5 | 12.1 | 15.3 | ||||||||||||
Net interest expense |
1.1 | 1.3 | 0.3 | 0.3 | ||||||||||||
Net other expense |
0.8 | 3.6 | 0.7 | 0.1 | ||||||||||||
Depreciation expense |
7.5 | 6.7 | 2.0 | 1.6 | ||||||||||||
Amortization expense |
20.8 | 19.7 | 5.0 | 5.0 | ||||||||||||
Non-cash compensation expense |
11.3 | 7.8 | 4.6 | 2.3 | ||||||||||||
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Adjusted EBITDA |
$ | 105.9 | $ | 87.8 | $ | 48.6 | $ | 51.7 | ||||||||
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The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.
Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.
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 believes, will, expects, anticipates, intends, and words and phrases of similar impact. 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: (i) our expectations related to continued growth of our 60-month committed and renewable client bookings, (ii) our belief that 2012 will be another good year with continued growth in profitability and EBITDA margin, (iii) our belief that we will provide greater growth prospects and expanded customer relationship opportunities with the recent acquisition of S1, (iv) our 12-month and 60-month backlog estimates and assumptions, (v) expectations and assumptions regarding 2012 financial guidance related to revenue, operating income and adjusted EBITDA; and (vi) expectations and assumptions related to other factors impacting our 2012 guidance, including sales and operating free cash flow during 2012, and the incremental impact of the acquired S1 business.
All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in our filings with the Securities and Exchange Commission. Such factors include but are not limited to, risks related to the global financial crisis and the continuing decline in the global economy; volatility and disruption of the capital and credit markets and adverse changes in the global economy; consolidations and failures in the financial services industry; increased competition; restrictions and other financial covenants in our credit facility; the restatement of our financial statements; the accuracy of managements backlog estimates; impairment of our goodwill or intangible assets; exposure to unknown tax liabilities; risks from operating internationally; our offshore software development activities; customer reluctance to switch to a new vendor; the performance of our strategic product, BASE24-eps; our strategy to migrate customers to our next generation products; ratable or deferred recognition of certain revenue associated with customer migrations and the maturity of certain of our products; demand for our products; failure to obtain renewals of customer contracts or to obtain such renewals on favorable terms; delay or cancellation of customer projects or inaccurate project completion estimates; business interruptions or failure of our information technology and communication systems; our alliance with International Business Machines Corporation (IBM); the complexity of our products and services and the risk that they may contain hidden defects or be subjected to security breaches or viruses; compliance of our products with applicable legislation, governmental regulations and industry standards; our compliance with privacy regulations; the protection of our intellectual property in intellectual property litigation; future acquisitions, strategic partnerships and investments and litigation; the risk that expected synergies, operational efficiencies and cost savings from our recent acquisition of S1 Corporation (S1) may not be fully realized or realized within the expected timeframe; the cyclical nature of our revenue and earnings and the accuracy of forecasts due to the concentration of revenue generating activity during the final weeks of each quarter; and volatility in our stock price. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.
ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands, except share and per share amounts)
December 31, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
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Current assets |
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Cash and cash equivalents |
$ | 197,098 | $ | 171,310 | ||||
Billed receivables, net of allowances of $4,843 and $5,738, respectively |
93,355 | 77,773 | ||||||
Accrued receivables |
6,693 | 9,578 | ||||||
Deferred income taxes, net |
25,944 | 12,317 | ||||||
Prepaid expenses |
9,454 | 13,369 | ||||||
Other current assets |
9,320 | 10,462 | ||||||
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Total current assets |
341,864 | 294,809 | ||||||
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Property and equipment, net |
20,479 | 18,539 | ||||||
Software, net |
22,598 | 25,366 | ||||||
Goodwill |
214,144 | 203,935 | ||||||
Other intangible assets, net |
18,343 | 20,448 | ||||||
Deferred income taxes, net |
13,466 | 28,143 | ||||||
Other noncurrent assets |
33,748 | 10,289 | ||||||
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TOTAL ASSETS |
$ | 664,642 | $ | 601,529 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Accounts payable |
$ | 11,532 | $ | 15,263 | ||||
Accrued employee compensation |
27,955 | 26,174 | ||||||
Deferred revenue |
132,995 | 121,936 | ||||||
Income taxes payable |
10,427 | 6,181 | ||||||
Alliance agreement liability |
20,667 | 1,917 | ||||||
Note payable under credit facility |
| 75,000 | ||||||
Accrued and other current liabilities |
23,481 | 24,293 | ||||||
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Total current liabilities |
227,057 | 270,764 | ||||||
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Deferred revenue |
32,721 | 31,045 | ||||||
Note payable under credit facility |
75,000 | | ||||||
Alliance agreement noncurrent liability |
| 20,667 | ||||||
Other noncurrent liabilities |
12,534 | 23,430 | ||||||
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Total liabilities |
347,312 | 345,906 | ||||||
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Commitments and contingencies |
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Stockholders equity |
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Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2011 and 2010 |
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Common stock; $0.005 par value; 70,000,000 shares authorized; 40,821,516 shares issued at December 31, 2011 and 2010 |
204 | 204 | ||||||
Common stock warrants |
24,003 | 24,003 | ||||||
Treasury stock, at cost, 7,178,427 and 7,548,752 shares outstanding at December 31, 2011 and 2010 |
(163,411 | ) | (171,676 | ) | ||||
Additional paid-in capital |
322,654 | 312,947 | ||||||
Retained earnings |
151,141 | 105,289 | ||||||
Accumulated other comprehensive loss |
(17,261 | ) | (15,144 | ) | ||||
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Total stockholders equity |
317,330 | 255,623 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 664,642 | $ | 601,529 | ||||
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ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in thousands, except per share amounts)
For the Three Months Ended December 31, |
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2011 | 2010 | |||||||
Revenues: |
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Software license fees |
$ | 60,762 | $ | 66,039 | ||||
Maintenance fees |
39,164 | 35,414 | ||||||
Services |
21,956 | 26,745 | ||||||
Software hosting fees |
13,155 | 13,043 | ||||||
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Total revenues |
135,037 | 141,241 | ||||||
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Expenses: |
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Cost of software license fees (1) |
4,077 | 3,322 | ||||||
Cost of maintenance, services and hosting fees (1) |
27,445 | 30,981 | ||||||
Research and development |
20,781 | 18,717 | ||||||
Selling and marketing |
20,023 | 19,786 | ||||||
General and administrative |
20,191 | 20,558 | ||||||
Depreciation and amortization |
5,477 | 5,078 | ||||||
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Total expenses |
97,994 | 98,442 | ||||||
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Operating income |
37,043 | 42,799 | ||||||
Other income (expense): |
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Interest income |
676 | 230 | ||||||
Interest expense |
(1,008 | ) | (514 | ) | ||||
Other, net |
(714 | ) | (163 | ) | ||||
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Total other income (expense) |
(1,046 | ) | (447 | ) | ||||
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Income before income taxes |
35,997 | 42,352 | ||||||
Income tax expense |
12,106 | 15,254 | ||||||
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Net income |
$ | 23,891 | $ | 27,098 | ||||
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Earnings per share information |
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Weighted average shares outstanding |
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Basic |
33,564 | 33,233 | ||||||
Diluted |
34,232 | 33,722 | ||||||
Earnings per share |
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Basic |
$ | 0.71 | $ | 0.82 | ||||
Diluted |
$ | 0.70 | $ | 0.80 |
(1) | The cost of software license fees excludes charges for depreciation but includes amortization of purchased and developed software for resale. The cost of maintenance, services and hosting fees excludes charges for depreciation. |
ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
For the Three Months Ended December 31, |
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2011 | 2010 | |||||||
Cash flows from operating activities: |
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Net income |
$ | 23,891 | $ | 27,098 | ||||
Adjustments to reconcile net income to net cash flows from operating activities |
||||||||
Depreciation |
2,012 | 1,544 | ||||||
Amortization |
5,023 | 5,025 | ||||||
Deferred income taxes |
415 | 9,538 | ||||||
Stock-based compensation expense |
4,563 | 2,335 | ||||||
Excess tax benefit of stock options exercised |
(553 | ) | (415 | ) | ||||
Other |
419 | 451 | ||||||
Changes in operating assets and liabilities, net of impact of acquisitions: |
||||||||
Billed and accrued receivables, net |
(29,977 | ) | (8,449 | ) | ||||
Other current and noncurrent assets |
(1,269 | ) | 2,374 | |||||
Accounts payable |
(305 | ) | 5,883 | |||||
Accrued employee compensation |
1,600 | (51 | ) | |||||
Accrued liabilities |
2,327 | (2,377 | ) | |||||
Current income taxes |
12,725 | 6,695 | ||||||
Deferred revenue |
10,625 | (13,989 | ) | |||||
Other current and noncurrent liabilities |
(269 | ) | (3,487 | ) | ||||
|
|
|
|
|||||
Net cash flows from operating activities |
31,227 | 32,175 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
(1,358 | ) | (800 | ) | ||||
Purchases of software and distribution rights |
(1,719 | ) | (1,834 | ) | ||||
Alliance technical enablement expenditures |
(1,600 | ) | (1,760 | ) | ||||
|
|
|
|
|||||
Net cash flows from investing activities |
(4,677 | ) | (4,394 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of common stock |
305 | 266 | ||||||
Proceeds from exercises of stock options |
1,698 | 639 | ||||||
Excess tax benefit of stock options exercised |
553 | (19 | ) | |||||
Repurchases of common stock |
| | ||||||
Repurchase of restricted stock for tax withholdings |
(64 | ) | (45 | ) | ||||
Repayment of interim revolving credit facility |
(75,000 | ) | | |||||
Proceeds from credit agreement |
75,000 | | ||||||
Payments on debt and capital leases |
(550 | ) | (270 | ) | ||||
Payment for debt issuance costs |
(11,789 | ) | | |||||
|
|
|
|
|||||
Net cash flows from financing activities |
(9,847 | ) | 571 | |||||
|
|
|
|
|||||
Effect of exchange rate fluctuations on cash |
695 | (944 | ) | |||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
17,398 | 27,408 | ||||||
Cash and cash equivalents, beginning of period |
179,700 | 143,902 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 197,098 | $ | 171,310 | ||||
|
|
|
|
February 14,
2012 December 31, 2011 Quarterly and Year End
Results Presentation
1
Exhibit 99.2 |
2
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 that may affect
them is set forth at the end
of this presentation. The Company assumes no obligation to update any
forward-looking statement in this presentation, except as required by
law. Private Securities Litigation Reform Act of 1995
Safe Harbor For Forward-Looking Statements |
Annual
Overview and S1 Acquisition Phil Heasley
Chief Executive Officer
3 |
4
2011 Year in Review
Exceeded full year guidance targets
Record sales bookings of $556 million
Solid backlog growth
Strong revenue growth of 11%
Good Operating Free Cash Flow generation
Expanded operating income margin
Improved Adjusted EBITDA margin
Visibility into forward revenue and profitability attainment
Closed the exchange offer for S1 Corporation on Friday February 10, 2012
|
5
ACI / S1 -
Compelling Strategic Rationale
Combination
creates
an
industry
leader
in
financial
and
payments
software
serving
financial institutions (FI), Processors and Merchant Retailers worldwide
Summary pro forma financials are compelling
Approximately
$700
million
in
combined
2012E
Revenue
(1)
Approximately
$165
million
in
combined
2012E
Adj.
EBITDA,
including
cost
synergies
(1)
Annual cost synergies of $30 million
Complementary products and customers expand breadth and features/functions
Enhanced global product capabilities to expand growth opportunities
Greater scale and cost synergies to drive margin expansion and earnings accretion
Note:
(1) 2012E pro forma combined ACI + S1 financial results are before one-time transaction
expenses. |
Financial
Review Scott Behrens
Chief Financial Officer
6 |
Key Takeaways from
the Fourth Quarter Solid Sales Performance in line with prior-year quarter
Strength in new add-on sales across the geographies
Strong revenue quarter
Strong recurring revenue
Timing of go-live
events resulted in lower non-recurring revenues from backlog
versus prior-year quarter
Operating Expenses flat with prior-year quarter
Excluding $3.2 million of professional fees related to the S1 acquisition, operating
expenses decreased $3.6 million or 4%
Strong Operating Income and Adjusted EBITDA
Strong Cash Quarter
OFCF of $30.0 million essentially in line with $28.0 million in Q4 2010
7 |
ACI Organic Key
Takeaways from the Year Record sales year with $556 million in bookings
Sales rise of $31 million over prior-year led by solid add-on business
Full-year sales growth of 6%, new sales growth of 5%
Excluding
FDC
deal,
overall
growth
was
16%,
new
sales
growth
was
12%
60-Month Backlog growth of $62 million to $1,617 million
Strong Revenue Growth, up 11% over prior year
Stable base of recurring revenues, representing 67% of total revenue
Expense Growth Drivers
$6.7 million related to acquisition of S1 Corporation
Higher selling & marketing expenses
Higher R&D expense to invest in accelerated product development
8
Strong growth in all revenue categories and geographies |
ACI Organic Key
Takeaways from the Year (cont) Operating Free Cash Flow of $67.2 million
Up $4.4 million or 7% over prior year
Ended the year with $197.1 million in cash
Strong growth in operating income
Up $12.6 million or 24% over prior-year
Up $19.3 million or 36%, excluding S1 acquisition related expenses
Strong growth in Adjusted EBITDA
Up $18.1 million or 21% over prior-year
Up $24.8 million or 28%, excluding S1 acquisition related expenses
Lower effective tax rate
Favorable
impact
of
$3.1
million
liability
release
related
to
our
IP
transfer
and
$2.2 million release of tax reserves
9 |
2011 Achieved
Strong Performance vs Guidance
Revenue was greater than range for the year due to strong sales
Operating Income and Adjusted EBITDA higher than expectations
*Operating
Income
and
Adjusted
EBITDA
exclude
$6.7
million
in
S1
Corporation-related
acquisition costs incurred in 2011
10
Key Metrics
2010 Actuals
2011 Range
2011 Actuals ex
Trans Fees
Revenue
$418.4
$450-460
$465.1
Operating Income*
$53.6
$65-69
$72.9
Adjusted EBITDA*
$87.8
$101-104
$112.6 |
2012 Organic
Guidance 11
Revenue
-
Revenue growth rate in the mid to high single digit range
-
Revenue and margin phasing consistent with prior-year
-
Beginning 12-month backlog of $424 million represents 85% of mid-point revenue
guidance
Operating Income
-
Growth rate of 3x revenue growth rate
Adjusted EBITDA
-
Growth rate of 2x revenue growth rate
-
Depreciation and amortization flat over prior year
-
Non-cash compensation expense consistent with prior-year at $11-12 million
Notes: FX rates as of December 31, 2011
* Operating Income and Adjusted EBITDA exclude $6.7 million in S1
Corporation-related acquisition costs incurred in 2011 Key Metrics
2011 Actuals
2012 Low
2012 High
Revenue
$465.1
$490
$500
Operating Income*
$72.9
$84
$89
Adjusted EBITDA*
$112.6
$124
$129 |
ACI /
S1 12 |
13
ACI / S1 -
Transaction Update
Closed
S1
exchange
offer
on
Friday
February
10
,
2012
Integration plan underway
Annual cost synergies of $30 million to be achieved by end of Q1
Additional cost synergies, including data center and facilities consolidation, to be provided
in Q2
S1s Large FIs (LFIN) and Payments segments will be integrated immediately into
ACIs global operating structure, methodologies and processes
S1s Community FIs (CFIN) segment, a new market for ACI, will be managed as a separate
business unit over the near-term until we complete assessment and fit within
ACIs operating structure
Status and progress of the S1 integration to be updated quarterly
Strong
financial
profile
with
approximately
$183
million
in
cash
post-closing
and
2.2x
leverage ratio
th |
14
ACI / S1 -
Pro Forma 2011
($ in Millions)
S1
2011E
Revenue
and
Adjusted
EBITDA
represents
midpoint
of
2011
Guidance
ACI and S1 2011E Adjusted EBITDA exclude one-time transaction expenses
S1 60-Month Backlog (as of 12/31/11) is a preliminary estimate, subject to
verification Stand-alone
Stand-alone
Illustrative
ACI
S1
(1)
Combined
Revenue
465
$
245
$
710
$
Adjusted EBITDA
(2) (3)
113
$
29
$
142
$
Margin %
24%
12%
20%
60-Month Backlog
1,617
$
685
$
2,302
$
Notes:
(1) S1 2011 Guidance: Revenue $240-$250M; Adj. EBITDA $27-$31M.
(2) ACI Adjusted EBITDA excludes $6.7M in S1 transaction exps incurred in 2011.
(3) S1 Adjusted EBITDA excludes $8.6M in FNDT & ACI transaction exps incurred in
2011. |
15
ACI / S1
Combined 2012 Guidance
($ in Millions)
ACI 2012E represents midpoint of organic Guidance
Combined Guidance before one-time transaction expenses:
Represents 10½
months of financial results of S1
State Farm custom project completed in 2011 (revenue of ~$17 million in 2011)
Includes annual cost synergies of $23 million to be realized in 2012
Includes estimates for non-cash purchase accounting adjustments (assumes deferred revenue
haircut of $12M)
Before purchase accounting, combined adjusted EBITDA margin in-line with ACI organic
margins
Fully diluted shares outstanding of approximately 40 million at close
Note:
(1) See Appendix for purchase accounting adjustments and one-time transaction expenses
detail. Standalone
ACI
Revenue
495
$
696
$
-
706
$
Adjusted EBITDA
127
$
165
$
-
170
$
Margin %
26%
24%
24%
Operating Income
87
$
99
$
-
104
$
Margin %
17%
14%
15%
Combined Guidance before
One-Time Trans. Exps. |
16
ACI / S1 -
Pro Forma Credit Statistics 12/31/2011
($ in Millions)
$370M in funded debt at close with interest rate of
L+200 bps
$250M 5-year revolver with $80M in availability
$200M 5-year term loan
Free cash flow priorities
Reduce leverage
Fund growth
Buy-back shares ($75M authorization)
Notes:
(1) S1 12/31/11 cash balance is a preliminary estimate.
(2) Illustrative ACI includes $30M of cost synergies.
Stand-alone
Stand-alone
Trans.
Illustrative
ACI
S1
(1)
Adjustments
Combined
Cash
197
$
96
$
(110)
$
183
$
Revolver
75
$
-
$
95
$
170
$
Term Loan
-
-
200
200
Total Debt
75
$
-
$
295
$
370
$
Total Debt / PF 2011 Adj. EBITDA
(2)
0.7x
NM
2.2x
Net
Debt
/
PF
2011
Adj.
EBITDA
(2)
NM
NM
1.1x |
Appendix
17 |
18
ACI / S1
Combined 2012 Guidance
($ in Millions)
ACI 2012E represents midpoint of standalone
Guidance
Includes cost synergies of $23M to be realized in 2012
S1 2012E represents 10½
months of financial results
State
Farm
custom
project
completed
in
2011
(revenue
of
~$17M
in
2011)
Non-cash purchase accounting adjustments and one-time transaction expenses are
estimates
and
subject
to
revisions
once
3
party
valuation
complete
Standalone
Cost
Purchase
One-Time
ACI
Synergies
Acct. Adj.
Trans. Exps.
Revenue
495
$
213
$
-
223
$
-
$
(12)
$
696
$
-
706
$
-
$
696
$
-
706
$
Adjusted EBITDA
127
$
28
$
-
33
$
23
$
(12)
$
165
$
-
170
$
(16)
$
149
$
-
154
$
Margin %
26%
13%
15%
24%
24%
21%
22%
Operating Income
87
$
15
$
-
20
$
23
$
(24)
$
99
$
-
104
$
(16)
$
83
$
-
88
$
Margin %
17%
7%
9%
14%
15%
12%
13%
Incremental
Combined before
Combined after
S1
One-Time Trans. Exps.
One-Time Trans. Exps.
rd |
19
ACI / S1 -
Pro Forma 2012E Purchase Accounting and
One-Time Transaction Expenses Assumptions
($ in Millions)
Synergies reflect amount to be realized in 2012 (75% of $30M)
Non-cash
deferred
revenue
adjustment
estimated
at
40%
of
S1
deferred
revenue
balance
with
2/3
rd
recognized in 2012 and 1/3
rd
in 2013
(1)
Non-cash,
incremental
intangible
asset
amortization
estimated
at
30%
premium
over
tangible
book
value
with
7-year
life
offset
by
S1
non-cash
stock
compensation
benefit
(1)
One-time ACI transaction expenses represent investment banking, legal, and filing fees to
be incurred in closing the acquisition
Note:
(1) 3 party valuation related non-cash purchase accounting adjustments
to be completed by end of Q1 2012. Purchase
One-Time
Adjustments:
Acct. Adj.
Trans. Exps.
Non-Cash Deferred Revenue Writedown
(12)
$
-
$
(12)
$
Non-Cash Intangibles Amortization & Non-Cash Cash Comp.
(12)
-
(12)
Change in Control / Severance Payments
-
(10)
(10)
One-Time ACI Transaction Expenses
-
(6)
(6)
Total
(24)
$
(16)
$
(40)
$
Total
2012E Adjustments
rd |
20
Historic Sales By Quarter 2010-2011
New Accounts / New
Applications
3/31/2010
$81,142
$5,758
$35,066
$40,318
7%
43%
50%
6/30/2010
$107,985
$1,224
$68,474
$38,287
1%
63%
35%
9/30/2010
$161,269
$11,290
$89,364
$60,615
7%
55%
38%
12/30/2010
$174,827
$43,988
$59,622
$71,217
25%
34%
41%
3/31/2011
$122,904
$13,695
$50,305
$58,904
11%
41%
48%
6/30/2011
$146,956
$19,730
$54,174
$73,052
13%
37%
50%
9/30/2011
$115,089
$17,356
$57,611
$40,123
15%
50%
35%
12/31/11
$171,385
$12,906
$104,460
$54,019
8%
61%
32%
New Accounts / New
Applications
DEC YTD 11
$556,334
$63,687
$266,550
$226,098
DEC YTD 10
$525,222
$62,259
$252,526
$210,438
Variance
$31,112
$1,428
$14,024
$15,660
Quarter-End
Sales
Term Extension
Add-on Business
inc. Capacity
Upgrades &
Term Extension
Add-on Business
inc. Capacity
Upgrades &
Total Economic Value of
Sales
Sales Mix by Category |
21
Sales Composition
Product Focus
Qtr Ended
Dec 11
Qtr Ended
Dec 10
Online Banking
19,881
19,757
0.6%
Retail
&
Wholesale
Payments
121,671
131,393
-7.4%
Fraud Detection
7,889
7,172
10.0%
Application & Tools
21,944
16,504
33.0%
Total Sales
171,385
174,827
-2.0%
Product Division
($MM)
Qtr Ended
Dec 11
Qtr Ended
Dec 10
New Accounts /
New Applications
$12,906
$43,988
-70.7%
Add-on Business
104,460
59,622
75.2%
New Sales
117,366
103,609
13.3%
Term Extension
54,019
71,217
-24.1%
Total ACI Sales
$171,385
$174,827
-2.0%
Total Sales
Product Focus
CY 2011
CY 2010
Online Banking
76,297
44,576
71.2%
381,615
381,888
-0.1%
Fraud Detection
22,631
29,571
-23.5%
Application & Tools
75,792
69,187
9.5%
Total Sales
556,335
525,222
5.9%
Product Division
($MM)
Year Ended
Dec 11
Year Ended
Dec 10
New Accounts /
New Applications
$63,687
$62,259
2.3%
Add-on Business
266,550
252,525
5.6%
New Sales
330,236
314,784
4.9%
Term Extension
226,099
210,438
7.4%
Total ACI Sales
$556,335
$525,222
5.9%
Total Sales
Retail
&
Wholesale
Payments
% Growth or
Decline
% Growth or
Decline
% Growth or
Decline
%Growth or
Decline |
Sales By Region by
Quarter and Year Channel
Qtr Ended
Dec 11
Qtr Ended
Dec 10
% Growth or
Decline
Americas
$85,545
$75,451
13.4%
EMEA
60,804
76,824
-20.9%
Asia-Pacific
25,035
22,552
11.0%
Total Sales
$171,385
$174,827
-2.0%
Total Sales
Channel
Yr Ended Dec
11
Yr Ended Dec
10
% Growth or
Decline
Americas
$313,876
$263,292
19.2%
EMEA
186,595
211,986
-12.0%
Asia-Pacific
55,862
49,944
11.8%
Total Sales
$556,333
$525,222
5.9%
Total Sales
22 |
Backlog as a
Contributor of Quarterly Revenue
Backlog from monthly recurring revenues and project go-lives
continues to drive current quarter GAAP revenue, leading to
predictable quarterly performance
We expect backlog to contribute a similar percentage of 2012
revenue led by recurring revenue and project go-live events
23
Revenue
Qtr Ended
Dec 11
Qtr Ended
Dec 10
% Growth or
Decline
Revenue from Backlog
$122,374
130,927
-6.5%
Revenue from Sales
12,662
10,314
22.8%
Total Revenue
$135,036
$141,241
-4.4%
Revenue from Backlog
91%
93%
Revenue from Sales
9%
7%
Revenue |
Operating Free
Cash Flow ($ millions) 24
Quarter Ended
December 31,
Year Ended
December 31,
2011
2010
2011
2010
Net cash provided by operating activities
$31.2
$32.2
$83.5
$81.3
Adjustments:
Net after-tax payments associated with
S1 acquisition costs
3.3
-
3.7
-
Net after-tax payments associated with
IBM IT Outsourcing Transition costs
0.2
0.2
0.9
0.9
Less capital expenditures
(3.1)
(2.6)
(19.0)
(13.2)
Less Alliance technical enablement
expenditures
(1.6)
(1.8)
(1.9)
(6.2)
Operating Free Cash Flow*
$30.0
$28.0
$67.2
$62.8
*OFCF is defined as net cash provided (used) by operating activities, less net after-tax
payments associated with S1 acquisition costs and IBM IT outsourcing transition costs,
capital expenditures and plus or minus net proceeds from IBM.
|
60-Month
Backlog ($ millions) 25
Quarter Ended
December 31,
September 30,
December 31,
2011
2011
2010
Americas
$912
$894
$866
EMEA
514
520
501
Asia/Pacific
191
189
188
Backlog 60-Month
$1,617
$1,603
$1,555
Deferred Revenue
$166
$156
$153
Other
1,451
1,447
1,402
Backlog 60-Month
$1,617
$1,603
$1,555 |
Revenues by
Channel ($ millions) 26
Quarter Ended December 31,
2011
2010
Revenues:
United States
$59.1
$54.8
Americas International
16.5
20.3
Americas
$75.6
$75.1
EMEA
42.2
53.1
Asia/Pacific
17.2
13.0
Revenues
$135.0
$141.2 |
Monthly Recurring
Revenue ($ millions) 27
Quarter Ended December 31,
2011
2010
Monthly Software License Fees
$26.1
$32.5
Maintenance Fees
38.3
34.4
Processing Services
14.3
13.7
Monthly Recurring Revenue
$78.7
$80.6 |
Deferred Revenue
and Expense ($ millions) 28
Quarter Ended
December 31,
September 30,
December 31,
September 30,
2011
2011
2010
2010
Short Term Deferred
Revenue
$133.0
$123.9
$121.9
$131.5
Long Term Deferred
Revenue
32.7
32.5
31.0
35.7
Total Deferred Revenue
$165.7
$156.4
$152.9
$167.2
Total Deferred Expense
$12.2
$11.7
$11.1
$14.6 |
Non-Cash
Compensation, Acquisition Intangibles and Software
29
Quarter ended
December 31, 2011
Quarter ended
December 31, 2010
EPS Impact*
$ in Millions
EPS Impact*
$ in Millions
Amortization of acquisition-
related intangibles
$0.03
$0.9
$0.03
$1.0
Amortization of acquisition-
related software
0.03
0.9
0.03
0.9
Non-cash equity-based
compensation
0.09
3.0
0.04
1.5
Total:
$0.15
$4.8
$0.10
$3.4
* Tax Effected at 35% |
Other Income /
Expense ($ millions) 30
Quarter Ended
December 31,
2011
September 30,
2011
December 31,
2010
September 30,
2010
Interest Income
$0.7
$0.2
$0.2
$0.2
Interest Expense
($1.0)
($0.4)
($0.5)
($0.4)
FX Gain / Loss
($0.8)
($0.1)
($0.1)
($1.5)
Other
$0.1
$0.0
$0.0
($0.1)
Total Other Income
(Expense)
($1.0)
($0.3)
($0.4)
($1.8) |
Adjusted
EBITDA Quarter Ended
December 31,
Year Ended
December 31, 2011
2011
2010
2011
2010
Net Income
$23.9
$27.1
$45.9
$27.2
Plus:
Income Tax Expense
12.1
15.3
18.5
21.5
Net Interest Expense
0.3
0.3
1.1
1.3
Net Other Expense
0.7
0.1
0.8
3.6
Depreciation Expense
2.0
1.6
7.5
6.7
Amortization Expense
5.0
5.0
20.8
19.7
Non-Cash Compensation
Expense
4.6
2.3
11.3
7.8
Adjusted EBITDA
$48.6
$51.7
$105.9
$87.8
31 |
Non-GAAP
Financial Measures 32
ACI is presenting operating free cash flow, which is defined as net cash provided
(used) by operating activities, less net after-tax payments associated with S1
acquisition costs, net after-tax payments associated with IBM IT outsourcing
transition costs, and capital expenditures and plus or minus net proceeds from
IBM. Operating free cash flow is considered a non-GAAP financial measure as
defined by SEC Regulation G. We utilize this non-GAAP financial measure, and
believe it is useful to investors, as an indicator of cash flow available for debt
repayment and other investing activities, such as capital investments and
acquisitions. We utilize operating free cash flow as a further indicator of
operating performance and for planning investing activities. Operating free cash
flow should be considered in addition to, rather than as a substitute for, net cash
provided (used) by operating activities. A limitation of operating free cash flow
is that it does not represent the total increase or decrease in the cash balance for
the period. This measure also does not exclude mandatory debt service
obligations and, therefore, does not represent the residual cash flow available for
discretionary expenditures. We believe that operating free cash flow is useful to
investors to provide disclosures of our operating results on the same basis as
that used by our management. We also believe that this measure can assist
investors in comparing our performance to that of other companies on a
consistent basis without regard to certain items, which do not directly affect our
ongoing cash flow.
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Non-GAAP
Financial Measures 33
ACI also includes backlog estimates which are all software license fees,
maintenance fees and services specified in executed contracts, as well as
revenues from assumed contract renewals to the extent that we believe
recognition of the related revenue will occur within the corresponding backlog
period. We have historically included assumed renewals in backlog estimates
based upon automatic renewal provisions in the executed contract and our
historic experience with customer renewal rates.
Backlog is considered a non-GAAP financial measure as defined by SEC
Regulation G. Our 60-month backlog estimate represents expected revenues
from existing customers using the following key assumptions: 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 our historical 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. Our pricing policies and practices are assumed to remain constant over the 60-month
backlog period.
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Non-GAAP
Financial Measures 34
Estimates of future financial results are inherently unreliable. Our backlog estimates require
substantial judgment and are based on a number of assumptions as described above. These
assumptions may turn out to be inaccurate or wrong, including for reasons outside of
managements control. For example, our customers may attempt to renegotiate or
terminate their contracts for a number of reasons, including mergers, changes in their
financial condition, or general changes in economic conditions in the customers
industry or geographic location, or we may experience delays in the development or
delivery of products or services specified in customer contracts which may cause the
actual renewal rates and amounts to differ from historical experiences. Changes
in foreign currency exchange rates may also impact the amount of revenue actually
recognized in future periods. Accordingly, there can be no assurance that
contracts included in backlog estimates will actually generate the specified revenues
or that the actual revenues will be generated within the corresponding 60-month
period. Backlog should be considered in addition to, rather than as a substitute for, reported
revenue and deferred revenue.
ACI also includes Adjusted EBITDA, which is defined as net income plus income tax expense,
net interest expense, net other expenses, depreciation, amortization and non-cash
compensation. Adjusted EBITDA is considered a non-GAAP financial measure as
defined by SEC Regulation G. Adjusted EBITDA should be considered in addition to,
rather than as a substitute for, net income. |
Non-GAAP
Financial Measures 35
The presentation of these non-GAAP financial measures should be considered
in addition to our GAAP results and is not intended to be considered in
isolation or as a substitute for the financial information prepared and
presented in accordance with GAAP.
Management generally compensates for limitations in the use of non-GAAP
financial measures by relying on comparable GAAP financial measures and
providing investors with a reconciliation of non-GAAP financial measures only
in addition to and in conjunction with results presented in accordance with
GAAP. We believe that these non-GAAP financial measures reflect an
additional way of viewing aspects of our operations that, when viewed with
our GAAP results, provide a more complete understanding of factors and
trends affecting our business.
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Forward-Looking Statements
36
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 believes, will, expects, anticipates,
intends, and words and phrases of similar impact. 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 presentation include, but are not limited to, statements
regarding: Our belief that we have visibility into forward revenue and profitability attainment; Expectations and assumptions regarding the recent acquisition of S1 relating to (i) creating a
worldwide industry leader in financial and payments software serving FIs, processors and
merchant retailers, (ii) creating compelling pro forma financials, (iii) complementary
products and customers expand breadth and features/ functions, (iv) enhanced global
product capabilities to expand growth opportunities (v) greater scale and cost synergies
to drive margin expansion and earnings accretion and (vi) strong financial cash profile
post closing and leverage ratio;
The companys 12-month and 60-month backlog estimates and assumptions, including
(i) our belief that backlog from monthly recurring revenues and project go-lives will
continue to drive current quarter GAAP revenue and lead to predictable quarterly
performance, and (ii) expectations for backlog to contribute a similar percentage of 2012
revenue led by recurring revenue and project go-live events as it did in 2011;
and Expectations and assumptions regarding (i) ACI organic and ACI/S1 combined 2012 financial
guidance related to revenue, operating income and adjusted EBITDA and (ii) expectations
and assumptions regarding other factors impacting our 2012 financial guidance.
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Forward-Looking Statements
37
All of the foregoing forward-looking statements are expressly qualified by the risk factors
discussed in our filings with the Securities and Exchange Commission. Such factors
include but are not limited to, risks related to the global financial crisis and the
continuing decline in the global economy; volatility and disruption of the capital and
credit markets and adverse changes in the global economy; consolidations and failures in the financial
services industry; increased competition; restrictions and other financial covenants in our
credit facility; the restatement of our financial statements; the accuracy of
managements backlog estimates; impairment of our goodwill or intangible assets;
exposure to unknown tax liabilities; risks from operating internationally; our offshore
software development activities; customer reluctance to switch to a new vendor; the performance of
our strategic product, BASE24-eps; our strategy to migrate customers to our next generation
products; ratable or deferred recognition of certain revenue associated with customer
migrations and the maturity of certain of our products; demand for our products; failure
to obtain renewals of customer contracts or to obtain such renewals on favorable terms;
delay or cancellation of customer projects or inaccurate project completion estimates;
business interruptions or failure of our information technology and communication
systems; our alliance with International Business Machines Corporation (IBM); the
complexity of our products and services and the risk that they may contain hidden defects
or be subjected to security breaches or viruses; compliance of our products with
applicable legislation, governmental regulations and industry standards; our compliance
with privacy regulations; the protection of our intellectual property in intellectual
property litigation; future acquisitions, strategic partnerships and investments and litigation;
the risk that expected synergies, operational efficiencies and cost savings from our
recent acquisition of S1 Corporation (S1) may not be fully realized or
realized within the expected timeframe; the cyclical nature of our revenue and earnings
and the accuracy of forecasts due to the concentration of revenue generating activity during the
final weeks of each quarter; and volatility in our stock price. For a detailed discussion
of these risk factors, parties that are relying on the forward-looking statements
should review our filings with the Securities and Exchange Commission, including our most
recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q
and 8-K. |
ACIs
software underpins electronic payments throughout retail and
wholesale banking, and commerce all
the time, without fail.
www.aciworldwide.com |