-----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, BY73/ud4YnBFyxAj0YCkwymcW7pZS92rBPJqEwUTl0wVtYNunfWgiV5kzc3ieTv7 MQQYhk8VuBx2mfTp0ubCZg== 0000950128-03-000831.txt : 20030724 0000950128-03-000831.hdr.sgml : 20030724 20030723080405 ACCESSION NUMBER: 0000950128-03-000831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 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: 03797356 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 l02269ae8vk.txt THE REYNOLDS AND REYNOLDS COMPANY 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: July 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 July 23, 2003, The Reynolds and Reynolds Company issued an earnings release announcing its financial results for the quarter ended June 30, 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: July 23, 2003 EXHIBIT INDEX - ------------- 99.1 Press Release of The Reynolds and Reynolds Company dated July 23, 2003. EX-99.1 3 l02269aexv99w1.txt EX-99.1 NEWS RELEASE JULY 23, 2003 Exhibit 99.1 [REYNOLDS & REYNOLDS LOGO] NEWS - -------------------------------------------------------------------------------- REYNOLDS AND REYNOLDS REPORTS THIRD QUARTER RESULTS Live Webcast at 11:00 a.m. EDT conference call, and replay, available at reyrey.com DAYTON, OHIO, July 23, 2003 - The Reynolds and Reynolds Company (NYSE: REY) today reported net income of $28.2 million or 40 cents per share for the third fiscal quarter ended June 30, 2003. As previously announced, EPS included a 3 cent negative adjustment in the third quarter required by a recently enacted Ohio state income tax change. This tax increase was retroactive to the beginning of the company's fiscal year which started October 1, 2002. Revenues of $250.4 million were essentially flat compared to a year ago. Lower-than-expected spending on information technology continued to affect the company's revenue growth. Software Solutions, the company's largest segment, grew revenues 8 percent over last year. The smaller Transformation Solutions, Documents and Financial Services segments declined 23 percent, 3 percent and 17 percent respectively versus last year. Financial Services revenues declined primarily due to lower interest rates. "Our strategy is on target, and our opportunities for growth are significant, as automotive retailers are healthy and eager to invest in solutions that deliver business value," Lloyd "Buzz" Waterhouse, CEO, chairman and president, said. "Our Customer Relationship Management (CRM) solutions are really hitting their stride. And, through the summer and fall, we will launch a number of new solutions designed to hit the sweet spot for our customers." Pending solutions releases include: - - Internet Lead Management, a lower-featured customer management CRM solution targeted for smaller automotive retailers. - - The Reynolds Generations Series(R) Suite, the company's heralded, comprehensive enterprise management system for automotive retailers, after an extensive pilot phase. - - A new Finance and Insurance Desking solution, designed to enable sales and F&I professionals to quickly present customers with multiple financing options meeting their individual needs while maintaining dealership profits. "The Reynolds portfolio of solutions is without question, the strongest in the industry," Waterhouse said. "We are building momentum. We have been particularly successful at helping automotive retailers using multiple standalone CRM solutions to achieve lower costs and better business results by consolidating onto our fully integrated solutions." During the quarter: - - Networkcar, a Reynolds company, was selected by R&D Magazine as one of the top 100 most technologically significant products introduced in 2002. Additionally, Networkcar won a 2003 Mobile Star award from MobileVillage for its Networkfleet(TM) fleet management system. Networkfleet uses an in-vehicle telematics device to collect and organize detailed automotive information directly from a vehicle's engine computer and location-based information from a global positioning system device. - - Reynolds introduced SmartScan(TM) Point of Sale, a new bar code scanning solution designed to increase parts counter productivity, reduce errors and maintain real-time inventories in busy automotive parts departments. - - REDEX, a nationwide network of independent recreational vehicle retailers, selected Reynolds as its document management solutions provider. As part of the agreement, Reynolds will provide a full range of forms and related products to REDEX and its 84 RV dealerships. - more - -2- - - Reynolds signed a three-year agreement with Karmak, Inc. to serve as the recommended provider of hardware services for Karmak dealer information systems. Karmak is a leading provider of computer systems and business management systems in the heavy-duty truck industry. - - Reynolds' Technical Assistance Centers in North America won the Team Excellence Award from the Help Desk Institute. It was the company's second gold medal for customer support in the past three years. "Profitability remained solid in the quarter," Dale Medford, executive vice president and chief financial officer, said. "We continue to effectively balance investments as we deliver exciting new solutions to our customers. We have put strong programs in place to accelerate our growth in the months ahead." During the quarter, the company repurchased 1 million shares for $28 million, at an average price of $28.53. Year to date, the company has repurchased 3.3 million shares at an average price of $26.31. Approximately 1.6 million shares remain authorized for repurchase. FOR THE 2003 FISCAL YEAR the company currently expects: - - Fourth quarter earnings per share (EPS) to be approximately 44 cents. - - Full fiscal year EPS to be approximately $1.66 versus previous expectations of $1.70 due to the recent Ohio state income tax law change. - - Return on equity in excess of 20 percent. - - Operating margins to be approximately 19 percent. - - Capital expenditures and capitalized software to total approximately $45 million excluding real estate transactions. (Additionally, in July, the company bought out its synthetic lease for $29 million, eliminating its only "off-balance-sheet" item.) - - 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 approximately 15 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) REY0337 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)
THIRD QUARTER NINE MONTHS --------------------------------- ----------------------------------- For The Periods Ended June 30 2003 2002(1) Change 2003 2002(1) Change - --------------------------------------------------------------------------------------------- ----------------------------------- CONSOLIDATED Net Sales and Revenues $250,405 $250,568 0% $752,152 $735,679 2% Gross Profit $140,069 $148,208 -5% $421,458 $430,512 -2% Gross Margin 55.9% 59.1% 56.0% 58.5% Operating Income $48,422 $49,008 -1% $140,703 $129,066 9% Operating Margin 19.3% 19.6% 18.7% 17.5% Income Before Income Taxes $49,368 $49,076 1% $143,567 $115,505 24% Provision for Income Taxes $21,119 $18,843 $57,543 $30,805 Income Before Cumulative Effect of Accounting Change $28,249 $30,233 -7% $86,024 $84,700 2% Cumulative Effect of Accounting Change(2) $0 $0 $0 ($36,563) Net Income $28,249 $30,233 -7% $86,024 $48,137 79% Earnings Per Common Share (Diluted) Income Before Cumulative Effect of Accounting Change $0.40 $0.41 -2% $1.22 $1.15 6% Cumulative Effect of Accounting Change(2) $0.00 $0.00 $0.00 ($0.50) Net Income $0.40 $0.41 -2% $1.22 $0.65 88% Average Shares Outstanding 70,823 74,191 70,652 73,805 SOFTWARE SOLUTIONS Net Sales and Revenues $167,373 $155,219 8% $496,541 $453,452 10% Gross Profit $101,713 $98,641 3% $300,758 $286,980 5% Gross Margin 60.8% 63.5% 60.6% 63.3% Operating Income $42,460 $33,910 25% $121,363 $89,334 36% Operating Margin 25.4% 21.8% 24.4% 19.7% TRANSFORMATION SOLUTIONS Net Sales and Revenues $30,660 $39,985 -23% $99,377 $114,530 -13% Gross Profit $8,351 $16,475 -49% $29,459 $41,486 -29% Gross Margin 27.2% 41.2% 29.6% 36.2% Operating Income (Loss) ($6,947) $822 ($19,941) ($4,378) Operating Margin -22.7% 2.1% -20.1% -3.8% DOCUMENTS Net Sales and Revenues $43,498 $44,668 -3% $128,305 $136,076 -6% Gross Profit $23,250 $25,156 -8% $70,226 $78,476 -11% Gross Margin 53.5% 56.3% 54.7% 57.7% Operating Income $8,122 $8,341 -3% $23,417 $26,931 -13% Operating Margin 18.7% 18.7% 18.3% 19.8% FINANCIAL SERVICES Net Sales and Revenues $8,874 $10,696 -17% $27,929 $31,621 -12% Gross Profit $6,755 $7,936 -15% $21,015 $23,570 -11% Gross Margin 76.1% 74.2% 75.2% 74.5% Operating Income $4,787 $5,935 -19% $15,864 $17,179 -8% Operating Margin 53.9% 55.5% 56.8% 54.3%
(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-----