0000721683-95-000031.txt : 19950815 0000721683-95-000031.hdr.sgml : 19950815 ACCESSION NUMBER: 0000721683-95-000031 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10254 FILM NUMBER: 95562124 BUSINESS ADDRESS: STREET 1: 1200 SIXTH AVE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31902 BUSINESS PHONE: 7066492310 MAIL ADDRESS: STREET 1: P O BOX 2506 CITY: COLUMBUS STATE: GA ZIP: 31902-2506 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 Commission file number 1-10254 Total System Services, Inc. (Exact name of registrant as specified in its charter) Georgia 58-1493818 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Sixth Avenue, Post Office Box 1755, Columbus, Georgia 31902 (Address of principal executive offices) (Zip Code) (706) 649-2310 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AS OF August 11, 1995 ---------------------- ---------------------------------- Common Stock, $.10 par value 64,631,294 TOTAL SYSTEM SERVICES, INC. Part I - Financial Information Item 1 - Financial Statements Consolidated Balance Sheets (Unaudited)
June 30, December 31, 1995 1994 ASSETS Current assets: Cash and cash equivalents (includes $6,459,112 and $13,862,765 on deposit with a related party at 1995 and 1994, respectively) $ 8,228,984 14,684,674 Accounts receivable, net 43,644,902 36,102,888 Prepaid expenses and other current assets 9,181,704 7,850,804 ----------- ----------- Total current assets 61,055,590 58,638,366 Property and equipment, less accumulated depreciation of $54,848,731 and $51,468,537 at 1995 and 1994, respectively 49,890,616 47,895,253 Computer software, less accumulated amortization of $12,654,856 and $9,393,910 at 1995 and 1994, respectively 39,186,504 39,239,821 Other assets 23,389,203 19,268,890 ----------- ----------- Total assets $ 173,521,913 165,042,330 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,568,040 5,496,449 Current portion of long-term debt and obligations under capital leases (includes $0 and $35,000 payable to a related party at 1995 and 1994, respectively) 230,976 255,631 Dividends payable (includes $1,174,515 payable to a related party at 1995 and 1994) 1,454,204 1,454,205 Income taxes payable 811,738 1,716,798 Accrued profit sharing contribution 3,028,689 5,846,225 Other current liabilities 13,331,864 10,448,063 ----------- ----------- Total current liabilities 24,425,511 25,217,371 Long-term debt and obligations under capital leases, excluding current portion (includes $1,965,775 and $0 payable to a related party at 1995 and 1994, respectively) 2,790,563 906,567 Deferred income taxes 15,982,216 15,914,554 ----------- ----------- Total liabilities 43,198,290 42,038,492 ----------- ----------- Shareholders' equity: Common stock - $.10 par value. Authorized 100,000,000 shares; issued 64,728,694 at 1995 and 1994; 64,631,294 outstanding at 1995 and 1994 6,472,869 6,472,869 Additional paid-in capital 11,986,379 11,986,379 Treasury stock, at cost (475,789) (475,789) Restricted stock awards, net of amortization (1,369,157) (1,674,364) Cumulative currency translation, net of deferred taxes (874,112) -- Retained earnings 114,583,433 106,694,743 ----------- ----------- Total shareholders' equity 130,323,623 123,003,838 ----------- ----------- Total liabilities and shareholders' equity $ 173,521,913 165,042,330 =========== =========== See accompanying notes to consolidated financial statements.
TOTAL SYSTEM SERVICES, INC. Consolidated Statements of Income (Unaudited) Three months ended Six months ended June 30, June 30, 1995 1994 1995 1994 Revenues: Bankcard data processing services $ 51,349,566 39,402,346 97,816,317 75,424,586 Other services 7,783,559 5,434,323 14,697,217 10,388,879 ----------- ----------- ----------- ----------- Total revenues 59,133,125 44,836,669 112,513,534 85,813,465 ----------- ----------- ----------- ----------- Expenses: Salaries and other personnel expense 22,690,823 17,350,113 45,065,861 33,073,312 Net occupancy and equipment expense 15,904,215 12,290,838 31,063,727 24,366,370 Other operating expenses 10,517,294 6,715,060 18,599,926 12,832,854 ----------- ---------- ----------- ----------- Total operating expenses 49,112,332 36,356,011 94,729,514 70,272,536 ----------- ---------- ---------- ---------- Operating income 10,020,793 8,480,658 17,784,020 15,540,929 Other nonoperating income: Gains on disposal of equipment, net 61,856 2,932 78,507 48,582 Interest, net (includes $113,437 and $54,176 from a related party for the three months ended June 30, 1995 and 1994, respectively; $273,178 and $95,262 for the six months ended June 30, 1995 and 1994, respectively) 142,691 42,768 292,270 61,581 ---------- ---------- ---------- ---------- Total other nonoperating income 204,547 45,700 370,777 110,163 ----------- ---------- ---------- ---------- Income before income taxes and equity in loss of foreign joint venture 10,225,340 8,526,358 18,154,797 15,651,092 Income taxes 3,749,226 3,301,398 6,693,575 6,077,612 ---------- ---------- ---------- ---------- Income before equity in loss of foreign joint venture 6,476,114 5,224,960 11,461,222 9,573,480 Equity in loss of foreign joint venture (462,535) -- (664,124) -- ---------- ---------- ---------- ---------- Net income $ 6,013,579 5,224,960 10,797,098 9,573,480 ========== ========== ========== ========== Net income per share $ .093 .081 .167 .148 ========== ========== ========== ========== Weighted average outstanding shares 64,631,294 64,631,294 64,631,294 64,627,802 ========== ========== ========== ========== Cash dividends declared per common share $ .0225 .0175 .0450 .0350 ========== ========= ========= ========= See accompanying notes to consolidated financial statements.
TOTAL SYSTEM SERVICES, INC. Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, ------------------------- 1995 1994 ---------- ---------- Cash flows from operating activities: Net income $ 10,797,098 9,573,480 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss of foreign joint venture 664,124 -- Depreciation and amortization 9,587,800 7,608,545 Provision for doubtful accounts 26,789 (453,980) Deferred income taxes 581,030 2,020,116 Gain on disposal of equipment, net (78,507) (48,582) (Increase) decrease in: Accounts receivable (7,568,803) 2,275,103 Prepaid expenses and other assets (4,915,087) (5,505,687) Increase (decrease) in: Accounts payable 71,591 1,500,394 Income taxes (905,060) (588,333) Accrued profit sharing and other liabilities 66,265 (934,903) ----------- ----------- Net cash provided by operating activities 8,327,240 15,446,153 ----------- ----------- Cash flows from investing activities: Purchase of property and equipment (6,845,717) (5,220,723) Purchase of computer software (2,378,441) (2,870,454) Additions to developed software (1,181,029) (7,480,104) Proceeds from disposal of equipment 138,414 76,945 Cash and cash equivalents acquired in business acquisition -- 463,347 Investment in foreign joint venture (3,455,865) -- ---------- ---------- Net cash used in investing activities (13,722,638) (15,030,989) ---------- ---------- Cash flows from financing activities: Proceeds from long-term debt 1,965,775 -- Principal payments on long-term debt (35,000) (587,635) Payments under capital lease obligations (82,658) (103,859) Dividends paid on common stock (2,908,409) (2,258,147) ---------- ---------- Net cash used in financing activities (1,060,292) (2,949,641) ---------- ---------- Net decrease in cash and cash equivalents (6,455,690) (2,534,477) Cash and cash equivalents at beginning of period 14,684,674 8,791,406 ---------- ---------- Cash and cash equivalents at end of period $ 8,228,984 6,256,929 ========== ========== Cash paid for interest $ 18,621 74,116 ========== ========== Cash paid for income taxes $ 7,032,605 4,692,857 ========== ========== Supplemental disclosure of noncash investing and financing activities: During the first quarter of 1994, 202,246 newly issued shares of common stock, with a market value of $2,699,984, were issued to Columbus Bank and Trust Company in exchange for all of the outstanding shares of Columbus Productions, Inc. Also in the first quarter of 1994, 23,408 shares of common stock, with a market value of $312,500, were issued to the former owners of Mailtek, Inc., a wholly owned subsidiary acquired in 1992, in accordance with the purchase agreement. See accompanying notes to consolidated financial statements.
TOTAL SYSTEM SERVICES, INC. Notes to Consolidated Financial Statements (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited consolidated financial statements represent the accounts of Total System Services, Inc.(service mark) (TSYS [registered service mark]) and its wholly owned subsidiaries, Columbus Depot Equipment Company (service mark) (CDEC [service mark]), Mailtek, Inc. (service mark) (Mailtek), Lincoln Marketing, Inc.(service mark) (LMI) and Columbus Produc- tions, Inc.sm (CPI). The statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. All adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary to a fair statement of financial position and results of operations for the periods covered by this report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes appearing in the Company's 1994 annual report previously filed on Form 10-K. TOTAL SYSTEM SERVICES, INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The following tables set forth certain revenue and expense items as a percentage of total revenues and the percentage increases or decreases in those items for the three months ended June 30: Percentage of Total Revenues Percentage Change ---------------------------- in Dollar Amounts 1995 1994 1995 vs. 1994 -------- ------- ----------------- Revenues: Bankcard data processing services 86.8% 87.9% 30.3% Other services 13.2 12.1 43.2 ----- ----- Total revenues 100.0 100.0 31.9 ----- ----- Expenses: Salaries and other personnel expense 38.4 38.7 30.8 Net occupancy and equipment expense 26.9 27.4 29.4 Other operating expenses 17.8 15.0 56.6 ----- ----- Total operating expenses 83.1 81.1 35.1 ----- ----- Operating income 16.9 18.9 18.2 Other nonoperating income 0.3 0.1 347.6 ----- ----- Income before income taxes and equity in loss of foreign joint venture 17.2 19.0 19.9 Income taxes 6.3 7.3 13.6 ----- ----- Income before equity in loss of foreign joint venture 10.9 11.7 23.9 Equity in loss of foreign joint venture (0.8) - nm ----- ----- Net income 10.1% 11.7% 15.1% ===== ===== nm = not meaningful Results of Operations (continued) The following tables set forth certain revenue and expense items as a percentage of total revenues and the percentage increases or decreases in those items for the six months ended June 30: Percentage of Total Revenues Percentage Change ----------------------------- in Dollar Amounts 1995 1994 1995 vs. 1994 ------- ------- ----------------- Revenues: Bankcard data processing services 86.9% 87.9% 29.7% Other services 13.1 12.1 41.5 ----- ----- Total revenues 100.0 100.0 31.1 ----- ----- Expenses: Salaries and other personnel expense 40.1 38.5 36.3 Net occupancy and equipment expense 27.6 28.4 27.5 Other operating expenses 16.5 15.0 44.9 ----- ----- Total operating expenses 84.2 81.9 34.8 ----- ----- Operating income 15.8 18.1 14.4 Other nonoperating income 0.3 0.1 236.6 ----- ----- Income before income taxes and equity in loss of foreign joint venture 16.1 18.2 16.0 Income taxes 5.9 7.0 10.1 ----- ----- Income before equity in loss of foreign joint venture 10.2 11.2 19.7 Equity in loss of foreign joint venture (0.6) - nm ----- ----- Net income 9.6% 11.2% 12.8% ===== ===== nm = not meaningful Total revenues increased $14.3 million or 31.9% and $26.7 million or 31.1% during the three months and six months ended June 30, 1995, respectively, as compared to the same periods in 1994. Revenues from bankcard data processing services increased during the second quarter and first six months of 1995 due to an increase in the average number of cardholder accounts on file and related increases in the volume of author- zations and transactions for cardholder accounts processed. Average cardholder accounts on file for the three months and six months ended June 30, 1995, were 50,354,522 and 47,891,234, respectively; average cardholder accounts on file for the same periods in 1994 were 37,697,008 and 36,700,850. Results of Operations (continued) Cardholder accounts on file at June 30, 1995, were 55,525,854, a 42.1% increase over the 39,079,196 accounts on file at June 30, 1994. The card portfolios of our existing customers continue to grow. In addition, in June of 1995, over four million cardholder accounts of Mexican banks processing with Total System Services de Mexico, S.A. de C.V. ("TSM"), a joint venture between TSYS and a number of Mexican banks, were converted to THE TOTAL SYSTEM. At the same time, approximately 168,000 merchant accounts of the Mexican banks were converted to THE TOTAL SYSTEM, increasing our merchant base to approximately 552,000 accounts. Also in June 1995, approx- imately 700,000 cardholder accounts and over 40,000 merchant accounts of an existing customer but serviced by another processor were added to THE TOTAL SYSTEM, so that TSYS is now processing all of this client's accounts. AT&T Universal Card Services Corp. ("AT&T") continues to be a major customer of TSYS, accounting for 22.0% and 22.2% of total revenues for the three months and six months ended June 30, 1995, respectively, compared to 24.4% and 23.9% for the same periods in 1994. In June 1995, a new agreement between TSYS and AT&T relative to the conversion of AT&T's accounts to a customized version of the new cardholder processing software system, TS2, was signed. The agreement voids the previously agreed upon imposition of a 5% discount on AT&T's processing fees which was effective from June 1, 1995, until the conversion of AT&T's accounts to TS2. Under the agreement, a new, mutually agreeable conversion schedule will be established. The agreement further states there will be no penalties payable, or additional processing fee discounts granted, by TSYS to AT&T for any failure to complete the conversion in accordance with the new schedule, nor will there be any premiums payable by AT&T to TSYS for completion of the conversion prior to the completion date established under the new agreement. NationsBank accounted for 12.8% and 12.7% of total revenues for the three months and six months ended June 30, 1995, respectively, compared to 12.0% for each of the same periods in 1994. TSYS' existing agreement with NationsBank expires in September 1995, and TSYS and NationsBank continue their negotiations to extend their processing relationship. Although failure to extend this processing relationship would have a material adverse impact on TSYS' future revenues and results of operations, management believes these negotiations will result in a new, extended processing agreement. In March of 1994, TSYS announced the signing of a long-term credit card processing agreement with Bank of America. Due to delays in software systems development, on January 5, 1995, TSYS announced that it had reached an agree- ment in principle with Bank of America regarding amendments to their credit card processing agreement under which, among other things, the conversions of Bank of America's credit card accounts will be deferred beyond their contract- ually specified completion dates. On March 15, 1995, TSYS and Bank of America Results of Operations (continued) executed a definitive amendment to the credit card processing agreement reflecting the terms of the agreement in principle. The completion of the conversions of Bank of America's credit card accounts is now scheduled to be accomplished in 1996. The processing agreement with Bank of America, including the definitive amendment and related payments by TSYS, is not expected to have a significant impact on TSYS' 1995 results of operations. TSYS' processing agreement with Bank of America will extend for 10 years, subject to its terms and conditions, from the date of the complete conversion of Bank of America's accounts to TS2. Revenues from other services increased 43.2% and 41.5% for the three months and six months ended June 30, 1995, respectively, compared to the same periods in 1994. Revenues from other services consist primarily of revenues generated by TSYS' wholly owned subsidiaries. Combined revenues of these subsidiaries accounted for 11.6% and 11.4% of total consolidated revenues for the three and six months ended June 30, 1995, respectively. Total operating expenses increased 35.1% and 34.8% for the three months and six months ended June 30, 1995, over the same periods in 1994. Investments in people and equipment to accommodate increased processing volumes and prepara- tion for the conversions of customers, including Bank of America and AT&T, to TS2 are primarily responsible for these increases. Employment expenses increased 30.8% and 36.3% for the second quarter and first six months of 1995, respectively, compared to the same periods in 1994. The average number of employees was 2,106 and 2,075 for the three months and six months ended June 30, 1995, compared to 1,904 and 1,784 for the same periods in 1994. In addition to the growth in the number of employees, the in- crease in salaries and other employment expenses is attributable to normal salary increases and related benefits, as well as a significant decrease in capitalized employment expenses related to the development of TS2. Employment expenses capitalized were $636,094 and $1,181,029 for the three months and six months ended June 30, 1995, respectively, compared to $3,719,057 and $6,877,016, respectively, for the same periods in 1994. The core of the new cardholder processing software system was completed in September 1994, and since that time, amounts capitalized relate to enhancements to TS2. At July 31, 1995, TSYS had 1,959 full-time and 84 part-time employees. Net occupancy and equipment expense was up 29.4% and 27.5% for the second quarter and first six months of 1995, over the same periods in 1994. A significant portion of this increase can be attributed to amortization of TS2, which was $826,222 and $1,652,444 for the three months and six months ended June 30, 1995, compared to $0 in the same periods of 1994, as amortization of TS2 commenced in October 1944. Equipment and software rentals, which represents the largest component of net occupancy and equipment expense, increased 36.7% and 31.9% for the three and six months ended June 30, 1995, compared to the same periods in 1994, primarily due to upgrades of certain mainframe computers and acquisition of additional direct access storage devices. Results of Operations (continued) Other operating expenses increased 56.6% and 44.9% for the three and six months ended June 30, 1995, over the same periods in 1994. The increases in other operating expenses are primarily associated with increased supplies necessary to support the growth in volumes of business. The increase in the cost of supplies is due to an increase in the cost of paper as well as increased volumes. Also contributing to the growth in other operating expenses are costs related to the conversion of our clients to TS2. Interest, net, includes interest expense of $23,047 and $41,228 and interest income of $165,738 and $83,996 for the second quarters of 1995 and 1994, respectively. For the first six months of 1995 and 1994, respectively, interest expense was $41,810 and $91,409 and interest income was $334,080 and $152,990. Interest expense has decreased due to normal repayments of long-term debt. Interest income has increased as more cash has been available for investment and short-term interest rates have increased. TSYS' effective income tax rate for the second quarter of 1995 was 38.4%, compared to 38.7% for the same period in 1994. For the six months ended June 30, 1995, the effective tax rate was 38.3%, compared to 38.8% for the six months ended June 30, 1994. The decline in TSYS' effective tax rate is attributable to the realization of certain income tax planning strategies, including the recognition of research and experimentation credits for ongoing development activities and a reduction in effective state income tax rates. Deferred income taxes at June 30, 1995, primarily relate to the differences in the tax and book treatments of costs associated with the development of new software, principally TS2. Liquidity and Capital Resources During the second quarter of 1995, TSYS purchased property and equipment of $4.4 million for total purchases of $6.8 million in the first six months of 1995; purchases were primarily computer equipment and the addition of a new, state-of-the-art printing press. Computer software was increased during the second quarter by $2.3 million, bringing the total additions for 1995 to $3.6 million. These additions to software include costs related to enhancements to the new cardholder processing system, TS2, of $636,100 and purchases of computer software of $1.7 million. These expenditures are necessary in order for TSYS to continue operating with the latest technology, enabling the Company to continue providing quality service in an increasingly competitive environment, as well as providing capacity for increasing volumes of business. As discussed above, TSM began operations in June 1995 following the successful completion of the largest conversion of credit card processing services in the history of Mexico's credit card industry - more than 4 million cardholder accounts and approximately 168,000 merchant accounts. TSM occupies a new state-of-the-art, 52,000 square-foot facility located in Toluca, Mexico, approximately 35 miles west of Mexico City. Card and statement production services are being performed by TSM at the Mexican facility, while TSM has subcontracted data processing services to TSYS. The data processing services are being performed at TSYS' operations facility in north Columbus. Liquidity and Capital Resources (continued) TSYS has invested $6.2 million in TSM, $3.5 million of which was in the first six months of 1995, maintaining its 49% equity interest in the joint venture. At June 30, 1995, the cumulative currency translation adjust- ment related to the Company's equity investment amounted to $874,112, net of deferred taxes. Although the Mexican economy has experienced some stabiliza- tion during the second quarter of 1995, including an improvement in the value of the Mexican peso, TSYS' revenues from processing services provided to TSM and TSYS' share of earnings from the joint venture are not expected to be significant to TSYS' results of operations for 1995. During the second quarter of 1995, CPI obtained temporary financing in the amount of $1,965,775 from Columbus Bank and Trust Company ("CB&T") for the purchase of a new printing press which collateralizes the note. Interest at CB&T's prime rate is paid monthly. No principal payment is due for a period of one year at which time CPI plans to arrange permanent financing. Effective July 1, 1995, a new, wholly owned subsidiary of Synovus Financial Corp., Synovus Administrative Services Corp. ("SASC"), was formed which will provide certain administrative services to TSYS and other related companies. Services provided by SASC will include human resources, maintenance, security, communications, corporate education, travel and administration. In connection with the formation of this new company, approximately 110 TSYS employees will be transferred to SASC. TSYS will pay a management fee to SASC which is ex- pected to be offset by the reduction in expenses. TSYS may seek external sources of capital in the future. The Company has a credit facility available for short-term borrowing needs with CB&T that provides availability of $5.0 million at CB&T's prime rate of interest. Historically, the Company has not required any short-term borrowings and has not borrowed any funds on a short-term basis in 1995 and 1994. The Company may seek long-term debt or other external sources of capital to finance investment in software development, computer equipment, acquisitions or other strategic alliances in the future. The form of any such financing will vary depending upon prevailing market and other conditions and may include short or long-term borrowings from financial institutions, or the issuance of additional debt or equity securities. However, there can be no assurance that funds will be available on terms acceptable to TSYS. Management expects that TSYS will continue to be able to fund a significant portion of its capital expend- iture needs through internally generated cash in the future. At June 30, 1995, TSYS had working capital of $36.6 million compared to $33.4 million at December 31, 1994. Subsequent Event On August 7, 1995, TSYS announced the purchase of a 23-acre site in Columbus, Georgia, which includes a new, 110,000 square-foot building, for $6.2 million. The new location will accommodate current work needs and facilitate future growth. Long-term financing will be provided through the issuance of Columbus Development Authority bonds, with a probable interest rate of 8.75%, to CB&T and certain of its affiliates. TOTAL SYSTEM SERVICES, INC. Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders The annual shareholders' meeting of Total System Services, Inc. was held April 10, 1995. Voted on at the meeting was the election of Class III directors. Following is a tabulation of votes for each nominee: WITHHELD AUTHORITY NOMINEE VOTES FOR TO VOTE ------- ----------- ----------- Salvador Diaz-Verson, Jr. 60,922,426 93,674 Mason H. Lampton 60,865,885 150,215 William B. Turner 60,924,353 91,747 George C. Woodruff, Jr. 60,925,373 90,727 James D. Yancey 60,924,740 91,360 The only other matter voted on at the meeting was approval of the Synovus Financial Corp. Long-Term Incentive Plan. Following is a tabulation of the votes on this plan: FOR AGAINST ABSTAIN ----- --------- --------- 60,436,690 457,824 121,586 TOTAL SYSTEM SERVICES, INC. Part II - Other Information Item 6 - Exhibits and Reports on Form 8-K a) Exhibits (11) - Statement re Computation of Per Share Earnings (27) - Financial Data Schedule b) No Forms 8-K have been filed since those reported in 10-Q for the three months ended March 31, 1995. TOTAL SYSTEM SERVICES, INC. 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 under- signed thereunto duly authorized. TOTAL SYSTEM SERVICES, INC. Date: August 11, 1995 By: /s/ Richard W. Ussery ----------------------- Richard W. Ussery Chairman of the Board and Chief Executive Officer Date: August 11, 1995 By: /s/ James B. Lipham ----------------------- James B. Lipham Chief Financial Officer EX-11 2 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS TOTAL SYSTEM SERVICES, INC. Statement re Computation of Per Share Earnings The following computations set forth the calculations of primary and fully diluted earnings per share for the three months and six months ended June 30, 1995: Three Months Ended Six Months Ended June 30, 1995 June 30, 1995 Fully Fully Primary Diluted Primary Diluted Earnings Earnings Earnings Earnings Per Share Per Share Per Share Per Share Net income $ 6,013,579 $ 6,013,579 $ 10,797,098 $ 10,797,098 ========== ========== ========== ========== Weighted average number of common shares outstanding 64,631,294 64,631,294 64,631,294 64,631,294 Increase due to contingently issuable shares associated with an acquisition 21,739 21,739 21,739 21,739 Increase due to assumed issuance of shares related to stock options outstanding 58,472 58,472 60,530 60,530 ---------- ---------- ---------- --------- Adjusted weighted average number of common and common equivalent shares outstanding 64,711,505 64,711,505 64,713,563 64,713,563 ========== ========== ========== ========== Net income per common and common equivalent share $ .093 $ .093 $ .167 $ .167 ========== ========= ========= =========
Three Months Ended Six Months Ended June 30, 1994 June 30, 1994 Fully Fully Primary Diluted Primary Diluted Earnings Earnings Earnings Earnings Per Share Per Share Per Share Per Share Net income $ 5,224,960 $ 5,224,960 $ 9,573,480 $ 9,573,480 Weighted average number of common shares outstanding 64,631,294 64,631,294 64,627,802 64,627,802 Increase due to contingently issuable shares associated with an acquisition 25,576 51,150 25,576 51,150 Increase due to assumed issuance of shares related to stock options outstanding 1,590 1,590 852 852 ---------- --------- --------- -------- Adjusted weighted average number of common and common equivalent shares outstanding 64,658,460 64,684,034 64,654,230 64,679,804 ========== ========== ========== ========== Net income per common and common equivalent share $ .081 $ .081 $ .148 $ .148 ========== ========= ========= =========
EX-27 3 ARTICLE 5 FINANCIAL DATA SCHEDULE FOR 2ND QTR 10-Q
5 0000721683 TOTAL SYSTEM SERVICES, INC. 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 8,228,984 0 43,644,902 0 0 61,055,590 104,739,347 54,848,731 173,521,913 24,425,511 0 6,472,869 0 0 123,850,754 173,521,913 112,513,534 112,513,534 0 94,729,514 0 0 0 17,490,673 6,693,575 10,797,098 0 0 0 10,797,098 .167 0