Exhibit 99.1
PRESS RELEASE
Contact: Carole Collins
Investor Relations Director
(770) 248-9600
INTERCEPT REPORTS OUTSTANDING THIRD QUARTER RESULTS
ATLANTA, GA (November 4, 2002) – InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology products and services for financial institutions and merchants, today reported financial results for the three months ended September 30, 2002.
Record Financial Results
Net revenues for the three months ended September 30, 2002 totaled $66.3 million, a 76.7% increase compared with $37.5 million for the three months ended September 30, 2001. Net income available to common shareholders, excluding net losses generated from InterCept’s ownership of Netzee, Inc. and a non-recurring charge to establish a reserve related to the WorldCom bankruptcy, totaled $5.7 million, or $0.29 per share (diluted), on 19.9 million average shares outstanding for the three months ended September 30, 2002, versus $4.0 million, or $0.24 per share (diluted), on 17.0 million average shares outstanding for the three months ended September 30, 2001.
During the third quarter, InterCept recorded non-cash losses from its ownership in Netzee of $1.4 million, which reduced the value of the note receivable from Netzee to $9.0 million. InterCept will continue to reduce the value of this note receivable to reflect its share of Netzee’s losses. In addition, InterCept incurred a non-recurring charge of approximately $1.6 million, net of taxes, that resulted from the non-payment of amounts related to its WEB 900 service offering, which utilizes WorldCom as its carrier and is subject to WorldCom’s bankruptcy. InterCept has fully reserved for this account receivable and is seeking to recover the amounts owed.
Including the losses related to Netzee and the non-recurring charge, net income available to common shareholders was $2.8 million or $0.14 per share (diluted) for the three months ended September 30, 2002, compared with $188,000 or $0.01 per share (diluted) for the three months ended September 30, 2001.
Operating Highlights
“We are very excited that our strong financial performance continued in the third quarter of 2002,” stated John W. Collins, InterCept Chairman and CEO. “We achieved record revenues and strong profits despite a difficult economic environment and signed a number of significant customers in both our financial institutions group and our merchant services group.”
Other recent highlights include the following:
| • | | Signed a letter of intent with Sovereign Bancorp for its item processing. |
| • | | Signed a merchant processing contract with 1st Source Bank, a $3 billion financial institution located in South Bend, Indiana. |
| • | | Announced changes to management, including the appointment of Boone Knox to Vice Chairman of the Board of Directors and the promotion of Lynn Boggs to Chief Operating Officer. |
| • | | Signed contracts with several notable merchants, including Apple Vacations, TIME.com, Terra.com, Matchlive, and Spring Street Networks. |
| • | | Opened an item processing center in Los Angeles, California |
“We continue to see strong demand from financial institutions for our suite of outsourced products and services. This momentum has continued as we have signed 22 core processing customers in the last 120 days. However, we continue to see financial institutions deferring decisions in the purchase of in-house software and hardware products. Although the non-recurring components of our business comprise only about 10% of our revenues, they represent a greater percentage of net income due to their higher margins. We expect the weakness in sales of in-house products and services to continue for the remainder of 2002 and into next year.”
Fourth Quarter and 2003 Outlook
“We expect to achieve earnings per share of $1.11 - $1.15 for 2002 and $1.28 - $1.32 for the full year 2003,” continued Mr. Collins. “These estimates include capital expenditures and start up costs related to the conversion of Sovereign’s item processing to InterCept, as well as the issuance of 375,000 shares of our common stock to
Sovereign on October 1, 2002. We do not expect Sovereign to contribute significantly to our earnings until the fourth quarter of 2003.”
Conference Call and Webcast Information
InterCept has scheduled a conference call to discuss this earnings release at 10:30 AM EST on November 4, 2002. InterCept will also provide an online Web simulcast and rebroadcast of the call. Live broadcast of the call will be available online atwww.intercept.net. To listen to the live call, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. An online replay of the call will be available shortly after it ends and will continue to be available through December 4, 2002.
About InterCept
InterCept is a single-source provider of a broad range of technologies, products and services that work together to meet the technological and operating needs of financial institutions and merchants. InterCept’s products and services include core data processing, check processing and imaging, ATM and debit card processing, merchant processing, data communications management, and related products and services. For more information about InterCept, go towww.intercept.net or call 770.248.9600.
This release contains, and the remarks by our management on the conference call may contain, forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates, and projections about InterCept and our industry. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of InterCept’s control, that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include whether we can: continue to sustain our current internal growth rate or our total growth rate; successfully close and integrate recent acquisitions of assets and businesses and other operations we may acquire; continue to provide enhanced and new products and services that appeal to our financial institution and merchant customers; continue to have access to the debt and equity capital we need to sustain our growth; and achieve our sales objectives. Other risks include the possibility that Netzee may be unable to repay our loan; the possibility that credit card companies may fine us for excessive credit card charge-backs or other issues arising out of our merchant services operations; and the stock price volatility associated with “small-cap” companies. These and various other factors are discussed in detail in the section in our most
recent Quarterly Report on Form 10-Q entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations – Disclosure Regarding Forward-Looking Statements.
-END-
InterCept, Inc.
Financial Highlights
(unaudited and in thousands, except per share data)
| | Three Months Ended September 30,
| | | Nine Months Ended September 30,
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| | 2002
| | | 2001
| | | 2002
| | | 2001
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Revenues: | | | | | | | | | | | | | | | | |
Financial institution services | | $ | 41,512 | | | $ | 34,075 | | | $ | 116,718 | | | $ | 90,577 | |
Merchant services | | | 20,423 | | | | 753 | | | | 35,283 | | | | 1,678 | |
Customer reimbursements (1) | | | 4,360 | | | | 2,694 | | | | 9,573 | | | | 7,000 | |
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Total revenues | | | 66,295 | | | | 37,522 | | | | 161,574 | | | | 99,255 | |
Cost of Services: | | | | | | | | | | | | | | | | |
Costs of financial institution services | | | 19,145 | | | | 14,860 | | | | 53,240 | | | | 38,287 | |
Costs of merchant services | | | 10,346 | | | | 22 | | | | 16,245 | | | | 40 | |
Customer reimbursements | | | 4,360 | | | | 2,694 | | | | 9,573 | | | | 7,000 | |
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Total cost of services | | | 33,851 | | | | 17,576 | | | | 79,058 | | | | 45,327 | |
Selling, general and administrative | | | 21,200 | | | | 10,936 | | | | 51,534 | | | | 30,538 | |
Depreciation and amortization | | | 4,625 | | | | 2,981 | | | | 10,932 | | | | 8,375 | |
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Operating income | | | 6,619 | | | | 6,029 | | | | 20,050 | | | | 15,015 | |
Other income, net | | | 9 | | | | 604 | | | | 1,760 | | | | 1,646 | |
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Income before income taxes, equity in loss of affiliates, and minority interest | | | 6,628 | | | | 6,633 | | | | 21,810 | | | | 16,661 | |
Provision for income taxes | | | 2,466 | | | | 206 | | | | 8,072 | | | | 1,003 | |
Equity in loss of affiliates | | | (1,375 | ) | | | (6,235 | ) | | | (2,862 | ) | | | (14,756 | ) |
Minority interest | | | (10 | ) | | | (4 | ) | | | (26 | ) | | | (14 | ) |
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Net income | | | 2,777 | | | | 188 | | | | 10,850 | | | | 888 | |
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Income per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.15 | | | $ | 0.01 | | | $ | 0.59 | | | $ | 0.06 | |
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Diluted | | $ | 0.14 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.06 | |
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Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 19,132 | | | | 15,711 | | | | 18,539 | | | | 14,467 | |
Diluted | | | 19,947 | | | | 16,993 | | | | 19,402 | | | | 15,632 | |
(1) | | Effective January 1, 2002, the company adopted Emerging Issues Task Force Issue No. 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out of Pocket’ Expenses Incurred,” which requires that customer reimbursements received for direct costs paid to third parties and related expenses be characterized as revenue. Comparative financial statements for 2001 have been reclassified to provide consistent presentation. Customer reimbursements represent direct costs paid to third parties primarily for postage and travel expenses. The adoption of Issue No. 01-14 did not impact the company's financial position, operating income or net income. |
5
InterCept, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| | September 30, | | | December 31, | |
| | 2002
| | | 2001
| |
| | unaudited | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 15,692 | | | $ | 24,917 | |
Short term investments | | | 19,017 | | | | 50,289 | |
Accounts receivable, net | | | 30,426 | | | | 20,271 | |
Advances to SLM | | | 7,362 | | | | 7,025 | |
Advances to Netzee | | | 9,030 | | | | — | |
Deferred tax assets | | | 2,752 | | | | 1,470 | |
Inventory, prepaid expenses and other | | | 17,563 | | | | 8,973 | |
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Total current assets | | | 101,842 | | | | 112,945 | |
Property and equipment, net | | | 40,374 | | | | 28,108 | |
Intangible assets, net | | | 318,561 | | | | 128,204 | |
Advances to Netzee | | | — | | | | 10,118 | |
Investment in affiliate | | | — | | | | 1,462 | |
Other assets | | | 18,622 | | | | 2,431 | |
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Total assets | | $ | 479,399 | | | $ | 283,268 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Current maturities of long-term debt | | $ | 28,911 | | | $ | — | |
Accounts payable and accrued expenses | | | 14,830 | | | | 10,143 | |
Client payouts | | | 51,659 | | | | — | |
Deferred revenue | | | 9,560 | | | | 9,315 | |
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Total current liabilities | | | 104,960 | | | | 19,458 | |
Long-term debt, net of current portion | | | 39,770 | | | | 465 | |
Deferred revenue | | | 341 | | | | 445 | |
Deferred taxes | | | 9,902 | | | | 2,867 | |
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Total liabilities | | | 154,973 | | | | 23,235 | |
Minority interest | | | 248 | | | | 222 | |
Shareholders’ equity: | | | | | | | | |
Common stock | | | 296,808 | | | | 243,293 | |
Retained earnings | | | 27,421 | | | | 16,571 | |
Unrealized gain on securities | | | (51 | ) | | | (53 | ) |
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Total shareholders’ equity | | | 324,178 | | | | 259,811 | |
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Total liabilities and shareholders’ equity | | $ | 479,399 | | | $ | 283,268 | |
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6
InterCept, Inc.
Condensed Consolidated Statement of Operations
Three Months Ended September 30, 2002
(unaudited and in thousands except per share data)
| | Unadjusted
| | | Netzee
| | | Unusual Items (2)
| | | Adjusted
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Revenues: | | | | | | | | | | | | | | | | |
Financial institution services | | $ | 41,512 | | | $ | — | | | $ | — | | | $ | 41,512 | |
Merchant services | | | 20,423 | | | | — | | | $ | — | | | | 20,423 | |
Customer reimbursements | | | 4,360 | | | | — | | | | — | | | | 4,360 | |
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Total Revenues | | | 66,295 | | | | — | | | | — | | | | 66,295 | |
Cost of Services: | | | | | | | | | | | | | | | | |
Costs of financial institution services | | | 19,145 | | | | — | | | | 70 | | | | 19,075 | |
Costs of merchant services | | | 10,346 | | | | — | | | | 2,401 | | | | 7,945 | |
Customer reimbursements | | | 4,360 | | | | — | | | | — | | | | 4,360 | |
Selling, general & administrative | | | 21,200 | | | | — | | | | | | | | 21,200 | |
Depreciation & amortization | | | 4,625 | | | | — | | | | — | | | | 4,625 | |
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Total Operating Expenses | | | 59,676 | | | | — | | | | 2,471 | | | | 57,205 | |
Operating Income | | | 6,619 | | | | — | | | | (2,471 | ) | | | 9,090 | |
EBITDA (1) | | | 11,244 | | | | — | | | | (2,471 | ) | | | 13,715 | |
Other Income, net | | | | | | | | | | | | | | | | |
Interest income, net | | | 9 | | | | — | | | | — | | | | 9 | |
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Total Other Income, net | | | 9 | | | | — | | | | — | | | | 9 | |
Income Before Income Taxes, Equity in Loss of Affiliates, and Minority Interest | | | 6,628 | | | | — | | | | (2,471 | ) | | | 9,099 | |
Provision for Income Taxes | | | 2,466 | | | | | | | | (914 | ) | | | 3,380 | |
Equity in Loss of Affiliates | | | (1,375 | ) | | | (1,351 | ) | | | — | | | | (24 | ) |
Minority interest | | | (10 | ) | | | — | | | | — | | | | (10 | ) |
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Net Income Attributable To Common Shareholders | | $ | 2,777 | | | $ | (1,351 | ) | | $ | (1,557 | ) | | $ | 5,685 | |
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Net Income Per Common Share (Diluted) | | $ | 0.14 | | | | | | | | | | | $ | 0.29 | |
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Weighted Average Shares Outstanding (Diluted) | | | 19,947 | | | | | | | | | | | | 19,947 | |
(1) | | EBITDA is equal to operating income plus depreciation and amortization. EBITDA should not be considered as an alternative to net income (loss) or any other measure of operating performance calculated in accordance with accounting principles generally accepted in the United States. |
(2) | | Includes a pre-tax one-time charge related to WorldCom. |
7
InterCept, Inc.
Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2002
(unaudited and in thousands except per share data)
| | Unadjusted
| | | Netzee
| | | Unusual Items (2)
| | | Adjusted
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Revenues: | | | | | | | | | | | | | | | | |
Financial institution services | | $ | 116,718 | | | $ | — | | | $ | — | | | $ | 116,718 | |
Merchant services | | | 35,283 | | | | — | | | | | | | | 35,283 | |
Customer reimbursements | | | 9,573 | | | | | | | | | | | | 9,573 | |
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Total Revenues | | | 161,574 | | | | — | | | | — | | | | 161,574 | |
Cost of Services: | | | | | | | | | | | | | | | | |
Costs of financial institution services | | | 53,240 | | | | — | | | | 70 | | | | 53,170 | |
Costs of merchant services | | | 16,245 | | | | — | | | | 2,401 | | | | 13,844 | |
Customer reimbursements | | | 9,573 | | | | — | | | | — | | | | 9,573 | |
Selling, general & administrative | | | 51,534 | | | | — | | | | 403 | | | | 51,131 | |
Depreciation & amortization | | | 10,932 | | | | — | | | | — | | | | 10,932 | |
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Total Operating Expenses | | | 141,524 | | | | — | | | | 2,874 | | | | 138,650 | |
Operating Income | | | 20,050 | | | | — | | | | (2,874 | ) | | | 22,924 | |
EBITDA (1) | | | 30,982 | | | | — | | | | (2,874 | ) | | | 33,856 | |
Other Income, net | | | | | | | | | | | | | | | | |
Interest income, net | | | 1,760 | | | | — | | | | — | | | | 1,760 | |
Gain in Netzee ownership | | | | | | | 25 | | | | — | | | | (25 | ) |
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Total Other Income, net | | | 1,760 | | | | 25 | | | | — | | | | 1,735 | |
Income Before Income Taxes, Equity in Loss of Affiliates, and Minority Interest | | | 21,810 | | | | 25 | | | | (2,874 | ) | | | 24,659 | |
Provision for Income Taxes | | | 8,072 | | | | 10 | | | | (765 | ) | | | 8,827 | |
Equity in Loss of Affiliates | | | (2,862 | ) | | | (2,838 | ) | | | — | | | | (24 | ) |
Minority interest | | | (26 | ) | | | — | | | | — | | | | (26 | ) |
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Net Income Attributable To Common Shareholders | | $ | 10,850 | | | $ | (2,823 | ) | | $ | (2,109 | ) | | $ | 15,782 | |
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Net Income Per Common Share (Diluted) | | $ | 0.56 | | | | | | | | | | | | 0.813 | |
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Weighted Average Shares Outstanding (Diluted) | | | 19,402 | | | | | | | | | | | | 19,402 | |
(1) | | EBITDA is equal to operating income plus depreciation and amortization. EBITDA should not be considered as an alternative to net income (loss) or any other measure of operating performance calculated in accordance with accounting principles generally accepted in the United States. |
(2) | | Includes a pre-tax one-time charge related to WorldCom of $2.5 million and a pre-tax one-time restructuring charge of $0.4 million related to two of the company's processing centers. |
8
InterCept, Inc. and Subsidiaries
Segment Information
(unaudited and in thousands)
| | Financial Institution Services
| | Merchant Services
|
| | Three Months Ended September 30,
| | Nine Months Ended September 30,
| | Three Months Ended September 30,
| | Nine Months Ended September 30,
|
| | 2002
| | 2001
| | 2002
| | 2001
| | 2002
| | 2001
| | 2002
| | 2001
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| | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Service fees | | $ | 37,028 | | $ | 28,901 | | $ | 104,255 | | $ | 78,804 | | $ | 20,423 | | $ | 753 | | $ | 35,283 | | $ | 1,678 |
Data communications management | | | 2,342 | | | 2,016 | | | 6,578 | | | 5,582 | | | | | | | | | | | | |
Equipment and product sales, services and other | | | 2,142 | | | 3,158 | | | 5,885 | | | 6,191 | | | | | | | | | | | | |
Customer reimbursements | | | 4,360 | | | 2,694 | | | 9,573 | | | 7,000 | | | | | | | | | | | | |
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Total revenues | | | 45,872 | | | 36,769 | | | 126,291 | | | 97,577 | | | 20,423 | | | 753 | | | 35,283 | | | 1,678 |
Costs of services: | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of service fees | | | 16,058 | | | 10,977 | | | 44,491 | | | 29,274 | | | 7,945 | | | 22 | | | 13,844 | | | 40 |
Costs of data communications management | | | 1,382 | | | 1,538 | | | 4,094 | | | 4,334 | | | | | | | | | | | | |
Costs of equipment and product sales, services and other | | | 1,635 | | | 2,345 | | | 4,585 | | | 4,679 | | | | | | | | | | | | |
Customer reimbursements | | | 4,360 | | | 2,694 | | | 9,573 | | | 7,000 | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 13,370 | | | 10,709 | | | 37,355 | | | 29,906 | | | 7,830 | | | 227 | | | 13,776 | | | 632 |
Depreciation and amortization | | | 2,879 | | | 2,976 | | | 7,794 | | | 8,359 | | | 1,746 | | | 5 | | | 3,138 | | | 16 |
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Total operating expenses | | | 39,684 | | | 31,239 | | | 107,892 | | | 83,552 | | | 17,521 | | | 254 | | | 30,758 | | | 688 |
Operating income | | $ | 6,188 | | $ | 5,530 | | $ | 18,399 | | $ | 14,025 | | $ | 2,902 | | $ | 499 | | $ | 4,525 | | $ | 990 |
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* | | For the three and nine months ended September 30, 2001, merchant portfolio processing has been reclassified from the Financial Institution Services segment to the Merchant Services segment. |
* | | Excludes losses for the three months ended September 30, 2002 resulting from a one time pre-tax charge of $2.5 million related to WorldCom. |
* | | Excludes losses for the three and nine months ended September 30, 2002 resulting from a restructuring charges of $0.4 million related to two of the company's check processing centers. |
* | | In accordance with Emerging Issues Task Force No. 01-14 InterCept has recorded customer reimbursements as revenue. Customer reimbursements represent direct costs paid to third parties primarily for travel and postage. |