EX-99.4 5 a07-15504_1ex99d4.htm EX-99.4

EXHIBIT 99.4

TRANSACTION SYSTEMS ARCHITECTS, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION

On September 29, 2006, Transaction Systems Architects, Inc. (“TSA”) completed the acquisition of P&H Solutions, Inc. (“P&H”). The unaudited pro forma combined condensed statements of income for the nine months ended June 30, 2006 and the year ended September 30, 2005 give effect to the acquisition of P&H as if it had occurred on October 1, 2004 for purposes of the combined condensed statements of income. The unaudited pro forma information is based on the historical consolidated financial statements of TSA and those of P&H, as described in the pro forma financial statements, under the purchase method of accounting and the adjustments as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The pro forma combined condensed statements of income and accompanying notes are qualified in their entirety and should be read in conjunction with the historical consolidated financial statements of TSA and those of P&H. P&H was included in the consolidated balance sheet of TSA at September  30, 2006 included in the TSA Annual Report on Form 10-K for the fiscal year ended September 30, 2006.

The pro forma adjustments are based on estimates and assumptions that TSA believes are reasonable. The allocation of the purchase price to specific assets and liabilities was based, in part, upon outside appraisals of the fair value of certain assets of P&H.

The pro forma combined condensed financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. The pro forma combined condensed financial information is intended for informational purposes only and is not necessarily indicative of the future results of operations of the consolidated company after the acquisition, or of the results of operations of the consolidated company that would have actually occurred had the acquisition been effected as of the dates indicated above.

 

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PROFORMA COMBINED CONDENSED STATEMENT OF INCOME
For the year ended September 30, 2005
(unaudited)
(in thousands, except share data)

 

 

Transaction
Systems
Architects, Inc.
Historical

 

P&H Solutions, Inc.
Historical

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

313,237

 

$

32,594

 

$

 

$

345,831

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Cost of software license fees, maintenance and services

 

85,003

 

5,859

 

 

 

90,862

 

 

Research and development

 

39,688

 

12,564

 

 

 

52,252

 

 

Selling and marketing

 

65,612

 

5,358

 

 

 

70,970

 

 

General and administrative

 

58,683

 

5,082

 

7,336

(a)

72,021

 

 

 

 

 

 

 

 

2,011

(b)

 

 

 

 

 

 

 

 

 

(1,091

)(d)

 

 

 

Total expenses

 

248,986

 

28,863

 

8,256

 

286,105

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

64,251

 

3,731

 

(8,256

)

59,726

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense)

 

1,652

 

(305

)

(3,079

)(c)

(1,417

)

 

 

 

 

 

 

 

315

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

65,903

 

3,426

 

(11,020

)

58,309

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (provision) / benefit

 

(22,804

)

(95

)

3,099

(e)

(19,800

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

43,099

 

$

3,331

 

$

(7,921

)

$

38,509

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.14

 

 

 

 

 

$

1.02

 

 

Diluted

 

$

1.12

 

 

 

 

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the proforma financial information.

 

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PROFORMA COMBINED CONDENSED STATEMENT OF INCOME
For the nine months ended June 30, 2006
(unaudited)
(in thousands, except share data)

 

 

Transaction
Systems
Architects, Inc.
Historical

 

P&H Solutions, Inc.
Historical

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

259,672

 

$

28,542

 

$

 

$

288,214

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Cost of software license fees, maintenance and services

 

81,667

 

6,377

 

 

 

88,044

 

 

Research and development

 

29,921

 

9,927

 

 

 

39,848

 

 

Selling and marketing

 

48,437

 

4,030

 

 

 

52,467

 

 

General and administrative

 

48,410

 

4,622

 

5,473

(a)

58,820

 

 

 

 

 

 

 

 

1,508

(b)

 

 

 

 

 

 

 

 

 

(1,200

)(d)

 

 

 

 

 

 

 

 

 

7

(f)

 

 

 

Total expenses

 

208,435

 

24,956

 

5,788

 

239,179

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

51,237

 

3,586

 

(5,788

)

49,035

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

5,789

 

(280)

 

(3,362

)(c)

2,416

 

 

 

 

 

 

 

 

269

(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

57,026

 

3,306

 

(8,881

)

51,451

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (provision) / benefit

 

(4,321

)

1,261

 

905

(e)

(2,155

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

52,705

 

$

4,567

 

$

(7,976

)

$

49,296

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.41

 

 

 

 

 

$

1.32

 

 

Diluted

 

$

1.38

 

 

 

 

 

$

1.29

 

 

 

See accompanying notes to the proforma financial information.

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NOTES TO PROFORMA COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited)

The unaudited pro forma combined condensed financial statements of TSA have been prepared on the basis of assumptions relating to the allocation of consideration paid to the acquired assets and liabilities of P&H based on their estimated fair values at the date of acquisition. The table below sets forth the preliminary purchase price allocation, which may change due to the finalization of bad debt reserves and escrow distributions, as of the closing balance sheet date of September 29, 2006 (in thousands):

Current assets:

 

 

 

Billed receivables, net of allowances

 

$

6,131

 

Accrued receivables

 

1,782

 

Other

 

3,730

 

Noncurrent assets:

 

 

 

Property and equipment

 

5,317

 

Developed technology

 

24,550

 

Goodwill

 

99,180

 

Customer relationships, noncompetes, and other intangible assets

 

25,134

 

Other

 

12,092

 

Total assets acquired

 

177,916

 

 

 

 

 

Current liabilities

 

22,340

 

Long-term liabilities

 

21,831

 

Total liabilities assumed

 

44,171

 

 

 

 

 

Net assets acquired

 

$

133,745

 

 

Proforma Adjustments:

(a)          Adjustment represents amortization of acquired identifiable intangibles of P&H based on estimated lives with a weighted average of 6.2 years. All intangibles amortization is included in general and administrative expense. Goodwill is accounted for in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.

(b)         Adjustment represents depreciation of acquired fixed assets of P&H based on estimated useful lives with a weighted average of 3.8 years. The Company uses the straight line depreciation method for this presentation. All depreciation is included in general and administrative expense.

(c)          Adjustment represents interest expense incurred as a result of long-term borrowings of $75 million at an interest rate based on LIBOR plus an appropriate margin as defined by the revolving Credit Agreement, the proceeds of which were used to finance the acquisition of P&H and to pay costs related to the initiation of the credit facility. The effect of this long-term borrowing would have resulted in a decrease to net income of $1.9 million, net of tax, for the year ended September 30, 2005 and $2.1 million, net of tax, for the nine months ended June 30, 2006.

(d)         Adjustment represents elimination of interest expense incurred by P&H as a result of paying off an investor loan at the time of acquisition. The effect of this would have resulted in an increase to net income of $0.3 million for the year ended September 30, 2005 and $0.3 million for the nine months ended June 30, 2006. Also, an additional adjustment under general and administrative expense represents the elimination of historical depreciation and amortization expenses. The effect of this would have resulted in an increase to net income of $1.1 million for the year ended September 30, 2005 and $1.2 million for the nine months ended June 30, 2006.

 

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(e)          Adjustments to the income tax provision relate to adjusting the historical income tax provision and providing for income taxes on the pro forma adjustments listed above at the top statutory federal and/or state tax rates applicable to the specific adjustment and the tax jurisdiction(s) in which the entity is located.

(f)            Adjustment represents stock based compensation expense assuming the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment under the modified prospective method by P&H on October 1, 2005.

 

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