-----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, M8BSxaEMPNv2Dc1zM5o8dwo0JJJYuJYu+qZRFpdsyv4UJ0gGT/bokd/yJfycVPc3 Zf8l7ZuBLxvKNxUUrkD57w== 0000740112-95-000008.txt : 19951120 0000740112-95-000008.hdr.sgml : 19951120 ACCESSION NUMBER: 0000740112-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD EFS INC CENTRAL INDEX KEY: 0000740112 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 042462252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13848 FILM NUMBER: 95593196 BUSINESS ADDRESS: STREET 1: 2525 HORIZON LAKE DR STE 120 CITY: MEMPHIS STATE: TN ZIP: 38133 BUSINESS PHONE: 9013718000 MAIL ADDRESS: STREET 1: 2525 HORIZON LAKE DRIVE STREET 2: SUITE 120 CITY: MEMPHIS STATE: TN ZIP: 38133 FORMER COMPANY: FORMER CONFORMED NAME: CONCORD COMPUTING CORP DATE OF NAME CHANGE: 19920515 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended Commission file number 0-13848 September 30, 1995 ___________________________ CONCORD EFS, INC. (Exact name of registrant as specified in its charter) Delaware 04-2462252 _______________________________ _____________________ (State or other jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification Number) 2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 (Address of Principal Executive Offices) (901) 371-8000 (Registrant's telephone number, including area code) _________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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[ ] Shares of Common Stock, $.33 1/3 par value, were 24,807,030 as of September 30, 1995. CONCORD EFS, INC. AND SUBSIDIARIES INDEX Page No. --------- PART 1- Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets September 30, 1995 and December 31, 1994 1 Condensed Consolidated Statements of Income Three Months and Nine Months ended September 30, 1995 and September 30, 1994 2 Condensed Consolidated Statements of Cash Flows Nine Months ended September 30, 1995 and September 30, 1994 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II - Other Information Item 6. Exhibits and Reports on Form 8-K 6 Signatures 7 Exhibit 11 - Computation of Earnings Per Share CONCORD EFS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED September 30 December 31 1995 1994 ASSETS ------------ ----------- Current Assets Cash and cash equivalents $ 29,369,257 $23,030,329 Securities available-for-sale 22,835,874 12,113,593 Accounts receivable, net 43,381,856 33,763,804 Inventories 2,631,909 2,907,661 Prepaid expenses and other assets 3,230,489 3,810,968 ------------ ----------- Total Current Assets 101,449,385 75,626,355 Securities held-to-maturity 2,730,049 4,196,454 Property and equipment 56,466,373 49,789,902 Less accumulated depreciation and amortization 35,658,914 30,150,571 ------------ ----------- 20,807,459 19,639,331 ------------ ----------- $124,986,893 $99,462,140 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 37,865,607 $30,508,847 Accrued liabilities 2,140,552 3,228,829 Current maturities of long-term debt 386,040 368,198 ------------ ----------- Total Current Liabilities 40,392,199 34,105,874 Long term debt, less current maturities 1,078,703 1,370,504 Deferred income taxes 1,783,000 1,244,000 Minority interest in subsidiary 736,410 806,891 Stockholders' Equity: Common Stock-par value $.33 1/3 per share; authorized 40,000,000 shares, issued and outstanding 24,807,030 shares at September 30, 1995 and 16,105,434 shares at December 31, 1994 8,269,010 5,368,478 Other stockholders' equity 72,727,571 56,566,393 ------------ ----------- 80,996,581 61,934,871 ------------ ----------- $124,986,893 $99,462,140 ============ =========== See Notes to Condensed Consolidated Financial Statements - Unaudited. -1- CONCORD EFS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Nine Months Ended June 30 September 30 1995 1994 1995 1994 ----------- ----------- ----------- ----------- Revenues $33,945,296 $25,194,646 $89,770,315 $66,959,204 Cost of operations 24,234,616 18,406,140 64,248,613 48,799,258 Selling, general and administrative expenses 2,754,537 2,162,279 7,826,647 6,110,844 ----------- ----------- ----------- ----------- Operating income 6,956,143 4,626,227 17,695,055 12,049,102 Other income (expense): Interest income 558,479 460,702 1,559,799 1,175,635 Interest expense (25,500) (29,797) (78,796) (71,276) ----------- ----------- ----------- ----------- Income before income taxes and minority interest 7,489,122 5,057,132 19,176,058 13,153,461 Income taxes 2,675,000 1,785,000 6,866,000 4,648,000 ----------- ----------- ----------- ----------- Income before minority interest 4,814,122 3,272,132 12,310,058 8,505,461 Minority interest 26,467 16,412 70,482 50,986 ----------- ----------- ----------- ----------- Net income $ 4,840,589 $ 3,288,544 $12,380,540 $ 8,556,447 =========== =========== =========== =========== Per share data: Weighted average common and common equivalent shares outstanding 25,905,202 24,800,235 25,572,265 24,742,002 ========== ========== ========== ========== Earnings per share $0.19 $0.13 $0.48 $0.35 ========== ========== ========== ========== See Notes to Condensed Consolidated Financial Statements - Unaudited -2- CONCORD EFS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30 ---------------------------- 1995 1994 ----------- ----------- Net cash provided by operating activities $18,874,896 $16,005,529 =========== =========== Investing activities: Acquisition of property and equipment (6,676,471) (7,805,460) Purchases of securities available-for-sale (9,346,733) (6,887,613) Sales of securities available-for-sale 247,500 4,102,672 Maturities of securities held-to-maturity 777,993 797,327 ----------- ----------- Net cash used in investing activities (14,997,711) (9,793,074) ----------- ----------- Financing activities: Proceeds from sale of common stock 2,735,702 172,102 Proceeds on issuance of note payable 2,000,000 Payments on notes payable (273,959) (172,821) ----------- ----------- Net cash provided by financing activities 2,461,743 1,999,281 ----------- ----------- Increase in cash and cash equivalents 6,338,928 8,211,736 Cash and cash equivalents at beginning of period 23,030,329 12,465,815 ----------- ----------- Cash and cash equivalents at end of period $29,369,257 $20,677,551 =========== =========== For purposes of these statements, the Company considers all highly liquid investments with a maturity of nine months or less when purchased to be cash equivalents. See Notes to Condensed Consolidated Financial Statements - Unaudited. 3 CONCORD EFS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED SEPTEMBER 30, 1995 Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant's annual report on Form 10-K for the year ended December 31, 1994. The balance sheet at December 31, 1994 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Securities Net unrealized loss on securities available-for-sale: September 30 December 31 1995 1994 ------------ ----------- Decrease in securities available for sale $947,607 $1,882,243 Increase in deferred tax assets 322,000 640,000 Decrease in equity 625,607 1,242,243 Stockholders' Matters and Earnings Per Share The Board of Directors approved three for two stock splits on August 18, 1994 and April 27, 1995. Prior periods earnings per share and related per share data have been restated to reflect the stock splits. -4- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue and net income for the third quarter ended September 30, 1995 increased 35% and 47% respectively, compared to the same period last year. Revenue and net income for the nine months ended September 30, 1995 increased 34% and 45% respectively, compared to the same period of the prior year. The increase in revenue was attributable to additional volume from existing customers and the addition of new customers in Bank Card Services and Trucking Services. Continuing telemarketing efforts were responsible for the new customers. Net income as a percentage of revenue increased from 13.1% to 14.3% for the third quarter, compared to the prior year. The increase was primarily due to the Bank Card Services growth coupled with slower operational cost increases. LIQUIDITY AND CAPITAL RESOURCES Capital additions for the nine months were $6,676,471. These additions were primarily for new computer equipment financed by working capital. With little debt, adequate available credit and strong cash generation, the Company is in sound financial condition and expects to fund continued growth from currently available resources. -5- PART II OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K. (a) Exhibits 11 - Computation of Earnings Per Share. (b) Reports on Form 8-K There were no reports on Form 8-K filed during the third quarter. -6- 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 thereunto duly authorized. CONCORD EFS, INC. Date: November 14, 1995 By:/s/ Dan M. Palmer ----------------- Dan M. Palmer Chief Executive Officer Date: November 14, 1995 By:/s/ Thomas J. Dowling --------------------- Thomas J. Dowling Vice President & Controller -7- EXHIBIT 11 CONCORD EFS, INC. AND SUBSIDIARIES COMPUTING OF EARNINGS PER SHARE Three Months Nine Months Ended Ended September 30 September 30 ----------------------- -------------------- 1995 1994 1995 1994 ----------- ----------- ---------- ----------- For primary earnings per share: Net income $4,840,589 $3,288,544 $12,380,540 $8,556,447 =========== ========== =========== ========== Weighted average of common shares outstanding 24,739,276 24,154,106 24,504,708 24,136,569 Weighted average common stock equivalent for stock options by treasury stock method 1,165,926 646,129 1,067,557 605,433 ---------- ---------- ---------- ---------- Weighted average common and common equivalent shares 25,905,202 24,800,235 25,572,265 24,742,002 =========== ========== ========== ========== Per share amount $0.19 $0.13 $0.48 $0.35 =========== ========== ========== ========== For fully diluted earnings per share: Net income $4,840,589 $3,288,544 $12,380,540 $8,556,447 ========== ========== =========== ========== Weighted average common and common equivalent shares for primary earnings per share 25,905,202 24,800,235 25,572,265 24,742,002 Add shares representing additional shares for stock options based on period-end market price 82,797 102,747 152,044 154,697 ---------- ---------- ---------- ---------- Weighted average common and common equivalent shares-fully diluted basis 25,987,999 24,902,982 25,724,309 24,896,699 ========== ========== ========== ========== Per share amount $0.19 $0.13 $0.48 $0.34 ========== ========== ========== ========== EX-27 2
5 1,000 3-MOS 9-MOS DEC-31-1994 DEC-31-1994 SEP-30-1995 SEP-30-1995 29369 29369 25566 25566 44281 44281 899 899 2632 2632 101449 101449 56466 56466 35659 35659 124987 124987 40392 40392 0 0 8269 8269 0 0 0 0 72728 72728 124987 124987 33945 89770 33945 89770 24235 64249 26989 72075 0 0 120 420 26 79 7489 19176 2675 6866 4841 12381 0 0 0 0 0 0 4841 12381 .19 .48 .19 .48
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