-----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, QaBThky3vvOx2qaWIZlebZMPkFYlgNmbXuBIMadrcMkZC3Kk91zpleP+15gaNSt8 Nru9aJ9M4X2H/Lp8DNZ58g== 0000950128-03-000564.txt : 20030423 0000950128-03-000564.hdr.sgml : 20030423 20030423081317 ACCESSION NUMBER: 0000950128-03-000564 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10147 FILM NUMBER: 03659092 BUSINESS ADDRESS: STREET 1: 115 S LUDLOW ST CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 9374852000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 8-K 1 l00511ae8vk.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 Date of Report: April 23, 2003 (Date of earliest event reported) THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in the charter) OHIO 1-10147 31-0421120 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) THE REYNOLDS AND REYNOLDS COMPANY 115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402 (Address of Principal Executive Offices) (937) 485-2000 (Registrant's telephone number including area code) N/A (Former name or former address, if changed since last report) ITEM 9. REGULATION FD DISCLOSURE The following information is furnished pursuant to "Item 9. Regulation FD Disclosure" and "Item 12. Disclosure of Results of Operations and Financial Condition." On April 23, 2003, The Reynolds and Reynolds Company issued an earnings release announcing its financial results for the quarter ended March 31, 2003. A copy of the earnings release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. SIGNATURE 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. THE REYNOLDS AND REYNOLDS COMPANY By: /s/ Douglas M. Ventura ---------------------------------------- Douglas M. Ventura, Vice President, General Counsel and Secretary Dated: April 23, 2003 EXHIBIT INDEX 99.1 Press Release dated April 23, 2003 2 EX-99.1 3 l00511aexv99w1.txt PRESS RELEASE EXHIBIT 99.1 [Reynolds & Reynolds Logo] NEWS =============================================================================== REYNOLDS AND REYNOLDS REPORTS RECORD SECOND QUARTER RESULTS EPS INCREASES 8 PERCENT Live Webcast at 11:00 a.m. EDT conference call, and replay, available at reyrey.com DAYTON, OHIO, April 23, 2003 - The Reynolds and Reynolds Company (NYSE: REY) today reported net income of $29.5 million or 42 cents per share for the second fiscal quarter ended March 31, 2003. Earnings per share were 8 percent ahead of last year's 39 cents per share and exceeded analysts' estimates. Revenues of $255.1 million were 4 percent higher than a year ago. Revenues and net income from continuing operations were second quarter records for the company. The company's core Software Solutions segment grew revenues 11 percent. Tight spending on information technology, particularly on consulting services, created a decline in the company's Transformation Solutions segment. Revenues in the company's Documents segment were 6 percent lower than last year. Financial Services revenues declined primarily due to declining interest rates. "In a generally cautious economy, we've continued to see quarter to quarter revenue improvement over the past five consecutive quarters," Lloyd "Buzz" Waterhouse, CEO, chairman and president, said. "We continue to be optimistic about the market's reception of our new Reynolds Generations Series(TM) platform. "We enjoyed a great showing at the National Automobile Dealers Association convention in early February. Our order backlogs continue to be strong," Waterhouse said. "New customers are enthusiastic about our customer relationship management applications and we're aggressively driving those solutions across the marketplace." During the quarter: - - Networkcar Inc., a Reynolds and Reynolds company, obtained a patent for technology to collect, transmit and display information from vehicles with onboard diagnostics systems. - - Networkcar(TM) also introduced Networkfleet(TM), a revolutionary fleet management technology enabling fleet managers, for the first time, to have on-line access to detailed vehicle performance indicators such as mileage, speed, speed history, malfunction indicator lamp status, fuel efficiency, diagnostic trouble code descriptions and more. - - Reynolds acquired MSN Autos' Dealerpoint automotive lead management service, the leading provider of these services for the automotive industry and used by over 4,000 automotive retailers. - - Kia Motors America selected Reynolds as its provider of complete networking services to its 628 retailers across the United States. - - Dixon Odom PLLC named Reynolds a distributor of its Internet-based automotive retail accounting-related curriculum - eautolearning.com. - - The National Association of Minority Automobile Dealers (NAMAD) and Reynolds formed NAMAD University, the association's new education, training and consulting group. Reynolds will provide a full schedule of business management training to the association's 500-member dealer body aimed at improving overall dealership operations, and ultimately, enhancing their bottom lines. - - NAMAD also exclusively selected Reynolds Automark(R) Web Services as its provider of Internet and Web services. - - Enterprise Rent-A-Car and Reynolds announced the availability of a new industry application to make renting cars for service loaners easier for all Reynolds automotive retail customers. The application streamlines invoicing, manages rental costs and sends rental authorizations directly to the rental car company. -more- -2- - - For the second time in three years, Reynolds' Technical Assistance Centers received the prestigious Team Excellence Award from the Help Desk Institute. The award is recognized as the gold medal of the customer support profession. "We're pleased with our profitability this quarter," Dale Medford, executive vice president and chief financial officer, said. "Our associates have managed costs and allowed us to maintain strong profitability while developing and launching a range of new solutions. We are very focused on realizing the significant growth potential of these high-value solutions. Our strong operating cash flow enabled us to invest in our businesses, maintain a solid balance sheet and continue our share repurchase program." During the quarter, the company repurchased 700,000 shares for $16.9 million, at an average price of $24.12. Year to date, the company has repurchased 2.3 million shares at an average price of $25.35. Approximately 2.6 million shares remain authorized for repurchase. FOR THE 2003 FISCAL YEAR the company currently expects: - - Third quarter earnings per share (EPS) to be approximately 43 cents. - - Full fiscal year EPS to be approximately $1.70. - - Return on equity in excess of 20 percent. - - Operating margins to be approximately 19 percent. - - Capital expenditures and capitalized software to total approximately $40 million. - - Depreciation and amortization expense to total approximately $40 million. - - Research and development expenses to be approximately $70 million. - - To continue its share repurchase plan throughout the year. - - Fully diluted shares used to calculate EPS to be approximately 70 million shares. Reynolds and Reynolds (www.reyrey.com) is the leading provider of integrated solutions that help automotive retailers manage change and improve their profitability. With 75 years of experience serving automotive retailing, Reynolds enables car companies and retailers to work together to build the lifetime value of their customers. The company's award-winning product, service and training solutions include a full range of retail and enterprise management systems, networking and support, e-business applications, Web services, learning and consulting services, customer relationship management (CRM) solutions, data management and integration, and leasing services. Reynolds serves more than 20,000 customers. They comprise 90 percent of the automotive retailers and virtually all car companies doing business in North America. Its CRM consulting practices span more than 20 countries around the world. Certain statements in this news release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management's judgment, beliefs, current trends and market conditions. Forward-looking statements made or to be made by or on behalf of the company may be identified by the use of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in the forward-looking statements. See also the discussion of factors that may affect future results contained in the company's Current Report on Form 8-K filed with the SEC on August 11, 2000, which we incorporate herein by reference. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. # # # (Editors' Note: Segment Report Attached) REY0327 CONTACT: MEDIA INVESTORS Paul Guthrie Mark Feighery John Shave 937.485.8104 937.485.8107 937.485.1633 paul_guthrie@reyrey.com mark_feighery@reyrey.com john_shave@reyrey.com - ----------------------- ------------------------ --------------------- THE REYNOLDS AND REYNOLDS COMPANY Segment Report (Unaudited) (In thousands except per share data)
SECOND QUARTER SIX MONTHS ------------------------------------- ---------------------------------------- For The Periods Ended March 31 2003 2002(1) Change 2003 2002(1) Change - ------------------------------------------------------------------------------------- ---------------------------------------- CONSOLIDATED Net Sales and Revenues $255,099 $245,002 4% $501,747 $485,111 3% Gross Profit $142,078 $141,701 $281,389 $282,304 Gross Margin 55.7% 57.8% 56.1% 58.2% Operating Income $46,520 $36,511 27% $92,281 $80,058 15% Operating Margin 18.2% 14.9% 18.4% 16.5% Income Before Income Taxes $48,092 $24,952 93% $94,199 $66,429 42% Provision for (Benefit from) Income Taxes $18,565 ($4,115) $36,424 $11,962 Income Before Cumulative Effect of Accounting Change $29,527 $29,067 2% $57,775 $54,467 6% Cumulative Effect of Accounting Change (2) $0 $0 $0 ($36,563) Net Income $29,527 $29,067 2% $57,775 $17,904 223% Earnings Per Common Share (Diluted) Income Before Cumulative Effect of Accounting Change $0.42 $0.39 8% $0.82 $0.74 11% Cumulative Effect of Accounting Change (2) $0.00 $0.00 $0.00 ($0.50) Net Income $0.42 $0.39 8% $0.82 $0.24 242% Average Shares Outstanding 70,017 74,121 70,566 73,613 SOFTWARE SOLUTIONS Net Sales and Revenues $166,817 $150,205 11% $329,168 $298,233 10% Gross Profit $100,137 $93,636 7% $199,045 $188,339 6% Gross Margin 60.0% 62.3% 60.5% 63.2% Operating Income $40,324 $25,108 61% $78,903 $55,424 42% Operating Margin 24.2% 16.7% 24.0% 18.6% TRANSFORMATION SOLUTIONS Net Sales and Revenues $34,688 $37,054 -6% $68,717 $74,545 -8% Gross Profit $10,681 $12,670 -16% $21,108 $25,011 -16% Gross Margin 30.8% 34.2% 30.7% 33.6% Operating Loss ($6,698) ($3,422) ($12,994) ($5,200) Operating Margin -19.3% -9.2% -18.9% -7.0% DOCUMENTS Net Sales and Revenues $44,179 $47,171 -6% $84,807 $91,408 -7% Gross Profit $24,106 $27,340 -12% $46,976 $53,320 -12% Gross Margin 54.6% 58.0% 55.4% 58.3% Operating Income $7,724 $9,176 -16% $15,295 $18,590 -18% Operating Margin 17.5% 19.5% 18.0% 20.3% FINANCIAL SERVICES Net Sales and Revenues $9,415 $10,572 -11% $19,055 $20,925 -9% Gross Profit $7,154 $8,055 -11% $14,260 $15,634 -9% Gross Margin 76.0% 76.2% 74.8% 74.7% Operating Income $5,170 $5,649 -8% $11,077 $11,244 -1% Operating Margin 54.9% 53.4% 58.1% 53.7%
(1) Certain reclassifications were made to last year's financial statements to conform with the presentation used in the current year. (2) During the second quarter of fiscal year 2002, the company completed the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The company recorded a $36,563 after-tax charge representing the cumulative effect of the accounting change. -----END PRIVACY-ENHANCED MESSAGE-----