-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASmdlTW70h880jNbrfuPfGZe9qOG9Onnf6HNVZNlrua80qJGV0D/c7uzDmuSadjV rrh/p/PUGnVYoEVZMnECMQ== 0000721683-02-000019.txt : 20020716 0000721683-02-000019.hdr.sgml : 20020716 20020716164716 ACCESSION NUMBER: 0000721683-02-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020716 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10254 FILM NUMBER: 02704119 BUSINESS ADDRESS: STREET 1: 1600 FIRST AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1600 FIRST AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 8-K 1 tss8k.txt FORM 8-K 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 July 16, 2002 -------------------------- (Earliest Event Reported) Total System Services, Inc. -------------------------- (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 - -------------- ------------------ -------------- (State of (Commission File (IRS Employer Incorporation) Number) Identification Number) 1600 First Avenue, Columbus, Georgia 31901 ------------------------------------------- (Address of principal executive offices) (706) 649-2267 --------------------------------- (Registrant's Telephone Number) ---------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. - ------ ------------ On July 16, 2002, Total System Services, Inc. ("Registrant") issued a press release with respect to its earnings for the quarter ended June 30, 2002. A copy of Registrant's press release regarding the announcement referenced above is attached hereto as Exhibit 99 and by this reference is hereby incorporated by reference into this Form 8-K and made a part hereof. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------ (a) Financial Statements - None. (b) Pro Forma Financial Information - None. (c) Exhibits 99 - Registrant's press release, July 16, 2002. Signature --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TOTAL SYSTEM SERVICES, INC. ("Registrant") Dated: July 16, 2002 By:/s/ Kathleen Moates -------------------- ------------------------------------ Kathleen Moates Senior Deputy General Counsel EX-99 3 exhibit99.txt PRESS RELEASE TSYS(SM) News Relase - -------------------------------------------------------------------------------- For Immediate Release Contacts: James B. Lipham Leo S. Berard Chief Financial Officer Investor Relations 706.649.2262 706.649.5220 TSYS Reports 17.2% Increase in Net Income for First Six Months of 2002 Company Confirms 20% Annual Earnings Growth Columbus, Ga., July 16, 2002 -- TSYS(R) today announced that its financial results were in line with the Company's forecast for the second quarter and first six months of 2002. The company reaffirms its 20% annual earnings growth estimate for 2002. "We are pleased to continue our history of organic earnings growth," said Richard W. Ussery, chairman and CEO of TSYS. "The second quarter is another example of the consistent growth that we have enjoyed in the payment processing business." Net income for the first six months of 2002 increased 17.2% to $56.2 million, up from $48.0 million in the same period last year. Basic earnings per share for the first half of 2002 increased to $0.29, up from $0.25 one year ago. Diluted earnings per share for the first half of 2002 increased to $0.28, up from $0.25 one year ago. Revenue for the first six months of 2002, was $460.8 million, an increase of 5.5%, compared with revenue of $436.6 million one year ago. Revenue for the first six months of 2002, excluding the amounts for reimbursable charges such as postage and courier charges, was $343.9 million, an increase of 9.4%, compared to one year ago. Net income for the quarter ending June 30, 2002, increased 13.0% to $29.3 million, up from $26.0 million in the same period last year. Basic and diluted earnings per share for the second quarter increased to $0.15, up from $0.13 one year ago. Revenue for the second quarter was $237.0 million, an increase of 7.3%, compared with revenue of $220.9 million one year ago. Revenue for the second quarter of 2002, excluding the amounts for reimbursable charges, was $177.1 million, an increase of 9.8%, compared to one year ago. "We are pleased with our financial results for the second quarter and first six months of 2002. Consumer and commercial accounts on file grew by 16.4% and 14.4%, respectively, over June 2001. With this growth, TSYS improved its net profit margin before reimbursable items for the first six months to 16.4% from 15.3% a year ago." Ussery continued, "We are committed to expanding our processing presence internationally. During the quarter, we expanded our reach in Europe by signing a letter of intent to process about 500,000 card accounts in a three-year pilot program for Barclaycard, --more-- TSYS Announces 17.2% Increase for First Six Months of 2002 Earnings/Page 2 of 5 one of Europe's largest consumer credit card issuers. TSYS expects to begin processing these accounts in January 2003 upon the execution of a definitive agreement. In addition, our international accounts on file grew by 25.4% over the second quarter last year. We are also expanding our international sales efforts by opening an office in Italy to support all of southern Europe." TSYS announced the deployment of TSYS ProphIT, a business process management solution for Charming Shoppes. Future development of TSYS ProphIT is expected to provide other financial institutions and retailers with a completely customized process management system that can integrate data from any processing system. "We have the best technology, people and service in the industry to grow our core business in North America and abroad. Our prospect list is the best that it has ever been. This is an exciting time at TSYS." TSYS will host its quarterly conference call at 4:30 p.m. EDT, July 16, 2002. The conference call can be accessed at www.tsys.com by clicking on the designated icon within the Highlights section of the site. The replay will be available 30-45 minutes after the call. About TSYS TSYS (NYSE: TSS) (www.tsys.com) brings integrity and innovation to the world of electronic payment services as the integral link between buyers and sellers in this rapidly evolving universe. For more information, contact news@tsys.com. This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS' expected growth in net income for the year 2002, expected conversions and processing of new accounts and the assumptions underlying such statements, including, with respect to TSYS' expected increase in net income; TSYS' expected internal growth rate for existing portfolios; an aggressive focus on expense control and productivity improvement; the successful implementation and market acceptance of new product offerings; expected increases in the number of accounts on file; expected increases in revenues; and expected increases in revenues attributable to international clients. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond TSYS' ability to control or predict. The factors include, but are not limited to, lower than anticipated internal growth rates for TSYS' existing customers; TSYS' inability to control expenses and increase market share; TSYS' inability to successfully bring new products to market, including, but not limited to, stored value and e-commerce products; the inability of TSYS to grow its business through acquisitions; adverse developments with respect to entering into contracts with new clients and retaining current clients; TSYS' inability to increase the revenues derived from international sources; the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients; TSYS' inability to anticipate and respond to technological changes, particularly with respect to e-commerce; adverse developments with respect to the successful conversion of clients; the absence of significant changes in foreign exchange spreads between the United States and the countries TSYS transacts business in, to include Mexico, United Kingdom, Japan, Canada and the European Union; adverse developments with respect to the credit card industry in general; TSYS' inability to successfully manage any impact from slowing economic conditions or consumer spending; --more-- TSYS Announces 17.2% Increase for First Six Months of 2002 Earnings/Page 3 of 5 the occurrence of catastrophic events that would impact TSYS' or its major customers' operating facilities, communications systems and technology, or that has a material negative impact on current economic conditions or levels of consumer spending; revenues generated by sub-prime lending clients being less than anticipated; successfully managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive software patent protection; and overall market conditions. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in TSYS' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. --more-- TSYS Announces 17.2% Increase for First Six Months of 2002 Earnings/Page 4 of 5
TSYS Financial Highlights (In thousands, except per share data) ------------------------------------ --------------------------------------- Three months ended Six months ended June 30, June 30, ----------------------------------- --------------------------------------- Percentage Percentage 2002 2001 Change 2002 2001 Change ------------- ---------- ---------- ------------ ------------ ----------- Revenues Electronic payment processing services $ 149,123 139,967 6.5 % $ 288,307 269,328 7.0 % Other services 27,979 21,367 30.9 55,626 45,178 23.1 ------------ ------------ ------------ ------------- Revenues before reimbursables 177,102 161,334 9.8 343,933 314,506 9.4 Reimbursable items 59,912 59,560 0.6 116,907 122,122 (4.3) ------------ ------------ ------------ ------------- Total revenues 237,014 220,894 7.3 460,840 436,628 5.5 ------------ ------------ ------------ ------------- Expenses Employment 70,910 62,517 13.4 136,739 123,802 10.4 Occupancy & equipment 41,051 43,863 (6.4) 84,683 84,920 (0.3) Other 28,069 19,970 40.6 50,157 41,560 20.7 (Gain)/Loss on disposal of equipment 74 na 3 94 na ------------ ------------ ------------ ------------- Expenses before reimbursables 140,034 126,424 10.8 271,582 250,376 8.5 Reimbursable items 59,912 59,560 0.6 116,907 122,122 (4.3) ------------ ------------ ------------ ------------- Total operating expenses 199,946 185,984 7.5 388,489 372,498 4.3 Equity in Income of Joint Ventures 4,904 4,470 9.7 9,378 7,707 21.7 ------------ ------------ ------------ ------------- Operating Income 41,972 39,380 6.6 81,729 71,837 13.8 Other Income 1,120 560 100.0 1,313 1,594 (17.6) ------------ ------------ ------------ ------------- Income before Income Taxes 43,092 39,940 7.9 83,042 73,431 13.1 Income Taxes 13,762 13,985 (1.6) 26,798 25,460 5.3 ------------ ------------ ------------ ------------- Net Income $ 29,330 25,955 13.0 $ 56,244 47,971 17.2 ============ ============ ============ ============= Basic Earnings Per Share $ 0.15 0.13 11.7 $ 0.29 0.25 15.9 ============ ============ ============ ============= Diluted Earnings Per Share $ 0.15 0.13 11.9 $ 0.28 0.25 16.0 ============ ============ ============ ============= Dividend Declared Per Share $ 0.0175 0.0150 $ 0.0325 0.0300 ============ ============ ============ ============= Average Common Shares Outstanding 197,003,560 194,773,366 196,983,384 194,766,817 ============ ============ ============ ============= Average Common and Common Equivalent Shares Outstanding 197,690,794 195,682,434 197,735,727 195,615,284 ============ ============ ============ ============= Other (in millions) - ------------------ Depreciation and amortization $ 15.4 14.5 6.4 $ 29.2 27.3 7.2 ============ ============ ============ =============
--more-- TSYS Announces 17.2% Increase for First Six Months of 2002 Earnings/Page 5 of 5
TSYS Segment Breakdown (In thousands) Three Months Ended June 30, 2002 Three Months Ended June 30, 2001 ---------------------------------------- ------------------------------------------- Domestic-based International-based Domestic-based International-based Transaction Transaction Transaction Transaction Processing Processing Consolidated Processing Processing Consolidated ---------------------------------------- ------------------------------------------- Total revenue $ 220,737 16,669 237,406 216,116 5,054 221,170 Intersegment revenue (1) (391) (392) (2) (274) (276) ---------------------------------------- ------------------------------------------- Revenues from external customers $ 220,736 16,278 237,014 216,114 4,780 220,894 ======================================== =========================================== Equity in income of joint ventures $ 4,690 214 4,904 3,937 533 4,470 ======================================== =========================================== Segment operating income $ 40,562 1,410 41,972 45,534 (6,154) 39,380 ======================================== =========================================== Income tax expense $ 13,091 671 13,762 16,316 (2,331) 13,985 ======================================== =========================================== Net Income $ 28,325 1,005 29,330 29,827 (3,872) 25,955 ======================================== =========================================== Six Months Ended June 30, 2002 Six Months Ended June 30, 2001 ---------------------------------------- ------------------------------------------- Domestic-based International-based Domestic-based International-based Transaction Transaction Transaction Transaction Processing Processing Consolidated Processing Processing Consolidated ---------------------------------------- ------------------------------------------- Total revenue $ 429,889 31,743 461,632 429,311 7,879 437,190 Intersegment revenue (3) (789) (792) (2) (560) (562) ---------------------------------------- ------------------------------------------- Revenues from external customers $ 429,886 30,954 460,840 429,309 7,319 436,628 ======================================== =========================================== Equity in income of joint ventures $ 8,917 461 9,378 6,554 1,153 7,707 ======================================== =========================================== Segment operating income $ 80,066 1,663 81,729 83,967 (12,130) 71,837 ======================================== =========================================== Income tax expense $ 26,021 777 26,798 29,937 (4,477) 25,460 ======================================== =========================================== Net Income $ 55,210 1,034 56,244 55,625 (7,654) 47,971 ======================================== ===========================================
### -----END PRIVACY-ENHANCED MESSAGE-----