EXHIBIT 99.1
PRESS RELEASE
Contact: Scott Meyerhoff
Chief Financial Officer
(770) 248-9600
INTERCEPT ANNOUNCES SECOND QUARTER 2003 FINANCIAL RESULTS
ATLANTA, GA (August 11, 2003) – InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology products and services for financial institutions and merchants, today reported financial results for the three and six months ended June 30, 2003.
Financial Results
Total revenues for the three months ended June 30, 2003 totaled $64.1 million, a 16.3% increase compared with $55.1 million for the three months ended June 30, 2002. Net income per common share, excluding $3.8 million of non-recurring items related to SLMsoft Inc., as explained below, totaled $3.0 million or $0.15 per share (diluted), on 20.3 million average shares outstanding for the three months ended June 30, 2003, versus net income per common share, excluding unusual items totaling $0.4 million, of $5.1 million or $0.27 per share (diluted), on 19.0 million shares outstanding for the three months ended June 30, 2002. On a GAAP basis, net income per common share including these unusual charges was $600,000 or $0.03 per share (diluted) for the three months ended June 30, 2003 versus net income of $4.8 million or $0.25 per share (diluted) for the three months ended June 30, 2002. A reconciliation of net income excluding the SLM item and GAAP net income is included in the financial data accompanying this press release.
John Collins, InterCept Chairman and CEO commented, “We were pleased with our financial results during the second quarter. We continue to see strong acceptance from our customers of our end-to-end solution for their technology needs.”
“I am happy to report two significant positive events for our company that occurred since the end of the quarter. On July 25, 2003, InterCept began the first phase of the conversion of Sovereign Bank’s item processing and on August 11, 2003, we completed the conversion of the New England region’s 255 community banking offices. I am also pleased to announce the signing of a commitment letter for a $50.0 million credit facility with Bank of America. These two events are very positive steps in our continued growth as a company and will allow us to better serve our customers’ needs.”
Second Quarter 2003 Financial Detail
Income Statement Review
Total revenues grew to $64.1 million for the three months ended June 30, 2003 from $55.1 million for the three months ended June 30, 2002. Of the $64.1 million, 92% was recurring in nature. Total revenues from Financial Institution Services grew to $48.6 million from $40.7 million in the second quarter of 2002 and $47.8 million in the first quarter of 2003, and customer reimbursements included in this total grew to $3.7 million in the second quarter of 2003 from $2.5 million in the second quarter of 2002 and $4.3 million in the first quarter of 2003. Total revenues from Merchant Services grew to $15.5 million from $14.4 million in the second quarter of 2002, but decreased from $17.4 million for the first quarter of 2003. Revenue from Financial Institution Services increased due to the acquisition of item processing centers in July 2002 and internal growth. Revenue from Merchant Services was higher in the second quarter of 2003 than in the second quarter of 2002 as a result of the acquisitions of iBill in April 2002 and EPX in May 2002, offset by customer attrition in the merchant base.
Net Income per common share excluding the unusual non-recurring items totaled $3.0 million or $0.15 per share in the second quarter of 2003 from a total of $5.1 million, or $0.27 per share during the second quarter of 2002. On a GAAP basis, net income available to common shareholders including these losses was $600,000 or $0.03 per share (diluted) for the three months ended June 30, 2003 versus net income of $4.8 million or $0.25 per share (diluted) for the three months ended June 30, 2002.
Gross margins totaled approximately 49.4% for the second quarter of 2003 as compared to 53.3% for the second quarter of 2002 and 49.1% for the first quarter of 2003. Gross margins decreased from the second quarter of 2002 because of the inclusion of additional revenue from the company’s acquisition in July 2002 of item processing centers as well as additional equipment and installation revenues. These revenue sources carry lower gross margins.
Selling, general and administrative expenses as a percentage of total revenues totaled 35.5% as compared to 33.3% for the second quarter of 2002 and 35.8% for the first quarter of 2003.
InterCept continues to pursue MCI and its billing agent for monies related to the Company’s Web 900 offering. During the second quarter of 2003, InterCept received approximately $400,000, net of amounts reimbursed to customers, related to monies that MCI collected but did not remit upon their filing for bankruptcy during June 2002. These amounts are included as a reduction in cost of services in the accompanying financial statements.
Upon the sale of the assets of Netzee, Inc. in December 2002, a portion of the purchase price was placed into escrow pending the resolution of certain matters. In June 2003, InterCept was notified that it would receive approximately $400,000 from escrow, which was classified in other (expense) income, net in the accompanying financial statements. InterCept received the $400,000 during July 2003.
The effective tax rate for the second quarter of 2003 was 40.4% as compared to 37.0% for the second quarter of 2002. The increase in the effective rate is mainly due to increased profits in states with higher tax rates and permanent non-deductible items.
Balance Sheet Review
InterCept’s outstanding indebtedness on its line of credit as of June 30, 2003 was $31.3 million. As previously noted, InterCept entered into a commitment letter for a $50.0 million three-year credit facility with Bank of America, N.A. InterCept anticipates closing this facility by September 30, 2003.
The amount outstanding on InterCept’s CD-secured note was $17.0 million at June 30, 2003. This note is secured by cash investments of $18.0 million.
Capital expenditures for the six months ended June 30, 2003 were $11.7 million. In August 2003, InterCept signed leasing agreements to finance $5.2 million that upon receipt will further reduce InterCept’s borrowings under its line of credit .
Client payouts decreased to $42.5 million as of June 30, 2003 compared to $58.7 million as of December 31, 2002. This decrease is due to lower transaction volume and customer attrition in the Merchant Services division.
SLMsoft Inc.
On December 3, 2001, InterCept entered into a loan agreement with SLMsoft Inc. and its subsidiary. Under the loan agreement, InterCept loaned SLM $7.0 million in exchange for cash and settlement of indemnification obligations that SLM owed to InterCept. The loan was secured by the pledge of shares of InterCept stock. During the second quarter of 2003, both SLM entities became the subject of bankruptcy proceedings. The loan matured on June 30, 2003, has not been repaid, and is secured by 371,636 shares of InterCept common stock. As of June 30, 2003, InterCept took a $3.5 million charge against the loan, leaving a balance of $3.7 million on the balance sheet. InterCept also incurred a $250,000 charge related to other obligations SLM owes to InterCept.
Credit Facility
InterCept’s principal credit facility is presently with Wachovia Bank. The $3.8 million in charges related to SLM described above caused InterCept not to comply with a financial covenant in the Wachovia facility. Wachovia has waived this non-compliance until September 30, 2003. InterCept has accepted a commitment letter from Bank of America, N.A. for a new $50 million credit facility, which would provide sufficient borrowing capacity to repay Wachovia in full and provide additional working capital to InterCept.
Sovereign Bank
InterCept began transitioning Sovereign Bank’s item and check processing services on July 25, 2003 and have completed the transition of all 255 of Sovereign’s community banking offices located in the New England area. InterCept anticipates completing the conversion of the remaining Sovereign community banking offices to InterCept’s check image processing services by year-end.
Effect of Recent Settlement by MasterCard and Visa of Class Action
As recently reported, MasterCard and Visa have settled the class action lawsuit brought by Wal-Mart and others regarding debit card transactions. While there is still uncertainty on how the settlement will affect debit card volumes and merchants who choose to accept or deny debit cards, InterCept believes that the changes in interchange could affect its financial results. Based on current activity levels InterCept estimates that the changes as presently reported will reduce its earnings by approximately $50,000 per month.
Additional Information Regarding 2003 Earnings
As previously discussed, InterCept has completed the first stage of the Sovereign conversion. While this conversion has been successfully completed, the conversion did not happen as quickly as InterCept had anticipated. As a result InterCept will not achieve the revenue and profit levels related to Sovereign during 2003 that InterCept originally estimated. InterCept will incur additional costs directly related to the new credit facility and the retirement of the existing credit facility. The combination of these two items along with the reduction in debit card earnings will result in an estimated reduction of net income of $1.8 million for 2003, the majority of which will not be related to InterCept’s recurring operations.
Analyst Conferences
InterCept will continue holding quarterly analyst conferences to provide further insight into its operations and earnings. Information on the analyst conference regarding InterCept’s third quarter results will be released prior to the end of the third quarter of 2003. That conference will be held in November 2003 in San Antonio, Texas.
Live Webcast Information
Anyone interested in listening to the analyst conference scheduled for 9:00 AM EDT today should log on towww.intercept.net 10 minutes prior to the scheduled start time. Once on the web site, click on the Investor Relations tab and select Webcasts/Conference Calls. Archives of the conference presentations will also be available at the same URL address.
About InterCept
InterCept, Inc. is a single-source provider of a broad range of technologies, products and services that work together to meet the technology and operating needs of financial institutions and merchants. InterCept’s products and services include core data processing, check processing and imaging, electronic funds transfer, debit and credit card processing, data communications management, and related products and services. For more information about InterCept, go towww.intercept.net or call 770.248.9600.
We believe that presentation of non-GAAP financial measures in this press release provides useful information to investors regarding InterCept’s financial condition and results of operations because it permits investors to better understand our core business without the effects of unusual items related to the bankruptcy of a debtor of InterCept.
This release contains 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 forward-looking statements. These risks and uncertainties include: whether Intercept can convert Sovereign Bank to InterCept’s item processing and check imaging centers in the time frames it expects; the effects of the MasterCard and Visa settlement; how and when the SLM loan situation will ultimately be resolved; and whether InterCept can close on the new Bank of America facility within the waiver period granted by Wachovia and thus avoid a default under the Wachovia facility. Please see 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.
InterCept, Inc.
Financial Highlights
(unaudited and in thousands, except per share data)
| | Three Months Ended June 30,
| | | Six Months Ended June 30,
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| | 2003
| | | 2002
| | | 2003
| | | 2002
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Revenues: | | | | | | | | | | | | | | | | |
Financial institution services | | $ | 44,855 | | | $ | 38,216 | | | $ | 88,382 | | | $ | 75,206 | |
Merchant services | | | 15,508 | | | | 14,385 | | | | 32,953 | | | | 14,860 | |
Customer reimbursements | | | 3,707 | | | | 2,498 | | | | 7,968 | | | | 5,213 | |
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Total revenues | | | 64,070 | | | | 55,099 | | | | 129,303 | | | | 95,279 | |
Cost of Services: | | | | | | | | | | | | | | | | |
Costs of financial institution services | | | 21,979 | | | | 17,347 | | | | 43,730 | | | | 34,095 | |
Costs of merchant services | | | 6,225 | | | | 5,870 | | | | 14,459 | | | | 5,899 | |
Customer reimbursements | | | 3,707 | | | | 2,498 | | | | 7,968 | | | | 5,213 | |
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Total cost of services | | | 31,911 | | | | 25,715 | | | | 66,157 | | | | 45,207 | |
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Selling, general and administrative | | | 22,718 | | | | 18,360 | | | | 46,548 | | | | 30,334 | |
Depreciation and amortization | | | 4,978 | | | | 3,893 | | | | 9,760 | | | | 6,307 | |
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Operating income | | | 4,463 | | | | 7,131 | | | | 6,838 | | | | 13,431 | |
Other (expense) income, net | | | (3,309 | ) | | | 573 | | | | (3,313 | ) | | | 1,751 | |
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Income before income taxes, equity in loss of affiliates, and minority interest | | | 1,154 | | | | 7,704 | | | | 3,525 | | | | 15,182 | |
Provision for income taxes | | | 467 | | | | 2,850 | | | | 1,372 | | | | 5,606 | |
Equity in loss of affiliates | | | (23 | ) | | | — | | | | (4 | ) | | | (1,487 | ) |
Minority interest | | | (16 | ) | | | (9 | ) | | | (29 | ) | | | (16 | ) |
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Net income | | | 648 | | | | 4,845 | | | | 2,120 | | | | 8,073 | |
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Income per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.03 | | | $ | 0.26 | | | $ | 0.11 | | | $ | 0.44 | |
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Diluted | | $ | 0.03 | | | $ | 0.25 | | | $ | 0.10 | | | $ | 0.42 | |
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Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 19,788 | | | | 18,587 | | | | 19,755 | | | | 18,293 | |
Diluted | | | 20,277 | | | | 19,017 | | | | 20,229 | | | | 19,073 | |
InterCept, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| | June 30, 2003
| | | December 31, 2002
| |
| | unaudited | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 4,647 | | | $ | 24,071 | |
Short term investments | | | 18,346 | | | | 19,239 | |
Accounts receivable, net | | | 29,432 | | | | 29,229 | |
Advances to SLM | | | 3,654 | | | | 7,485 | |
Deferred tax assets | | | 2,599 | | | | 2,536 | |
Prepaid expenses | | | 14,757 | | | | 6,782 | |
Inventory and other | | | 7,930 | | | | 15,537 | |
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Total current assets | | | 81,365 | | | | 104,879 | |
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Property and equipment, net | | | 48,541 | | | | 42,324 | |
Intangible assets, net | | | 80,102 | | | | 83,418 | |
Goodwill, net | | | 212,159 | | | | 216,144 | |
Other assets | | | 21,651 | | | | 25,849 | |
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Total assets | | $ | 443,818 | | | $ | 472,614 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Current maturities of long-term debt | | $ | 48,557 | | | $ | 23,740 | |
Accounts payable and accrued expenses | | | 18,192 | | | | 19,364 | |
Client payouts and reserves | | | 42,513 | | | | 58,740 | |
Deferred revenue | | | 11,211 | | | | 11,825 | |
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Total current liabilities | | | 120,473 | | | | 113,669 | |
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Long-term debt, net of current portion | | | — | | | | 39,425 | |
Deferred revenue | | | 361 | | | | 376 | |
Deferred taxes | | | 4,978 | | | | 3,832 | |
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Total liabilities | | | 125,812 | | | | 157,302 | |
Minority interest | | | 283 | | | | 253 | |
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Shareholders’ equity: | | | | | | | | |
Common stock | | | 301,699 | | | | 301,152 | |
Retained earnings | | | 16,380 | | | | 14,255 | |
Unrealized gain on securities | | | (356 | ) | | | (348 | ) |
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Total shareholders’ equity | | | 317,723 | | | | 315,059 | |
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Total liabilities and shareholders’ equity | | $ | 443,818 | | | $ | 472,614 | |
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InterCept, Inc.
Condensed Consolidated Statement of Operations
Three Months Ended June 30, 2003
(unaudited and in thousands except per share data)
Reconciliation of GAAP Amounts to Non-GAAP Financial Measures
| | GAAP
| | | Unusual Items
| | | Reconciliation to Non-GAAP Financial Measure
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Revenues: | | | | | | | | | | | | |
Financial institution services | | $ | 44,855 | | | $ | — | | | $ | 44,855 | |
Merchant services | | | 15,508 | | | $ | — | | | | 15,508 | |
Customer reimbursements | | | 3,707 | | | | — | | | | 3,707 | |
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Total Revenues | | | 64,070 | | | | — | | | | 64,070 | |
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Cost of Services: | | | | | | | | | | | | |
Costs of financial institution services | | | 21,979 | | | | — | | | | 21,979 | |
Costs of merchant services | | | 6,225 | | | | — | | | | 6,225 | |
Customer reimbursements | | | 3,707 | | | | — | | | | 3,707 | |
Selling, general & administrative | | | 22,718 | | | | 52 | | | | 22,666 | |
Depreciation & amortization | | | 4,978 | | | | — | | | | 4,978 | |
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Total Operating Expenses | | | 59,607 | | | | 52 | | | | 59,555 | |
| | | |
Operating Income | | | 4,463 | | | | (52 | ) | | | 4,515 | |
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Other (Expense)Income, net | | | (3,309 | ) | | | (3,700 | ) | | | 391 | |
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Total Other (Expense) Income, net | | | (3,309 | ) | | | (3,700 | ) | | | 391 | |
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Income Before Income Taxes, Equity in Loss of Affiliates, and Minority Interest | | | 1,154 | | | | (3,752 | ) | | | 4,906 | |
| | | |
Provision for Income Taxes | | | 467 | | | | 1,430 | | | | 1,897 | |
Equity in Income of Affiliate | | | (23 | ) | | | — | | | | (23 | ) |
Minority interest | | | (16 | ) | | | — | | | | (16 | ) |
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Net Income Attributable To Common Shareholders | | $ | 648 | | | $ | (2,322 | ) | | $ | 2,970 | |
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Net Income Per Common Share (Diluted) | | $ | 0.03 | | | | | | | $ | 0.15 | |
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Weighted Average Shares Outstanding (Diluted) | | | 20,277 | | | | | | | | 20,277 | |
* | | All of the unusual items are related to the SLM write-off |
InterCept, Inc.
Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2003
(unaudited and in thousands except per share data)
Reconciliation of GAAP Amounts to Non-GAAP Financial Measures
| | GAAP
| | | Unusual Items
| | | Reconciliation to Non-GAAP Financial Measure
| |
Revenues: | | | | | | | | | | | | |
Financial institution services | | $ | 88,382 | | | $ | — | | | $ | 88,382 | |
Merchant services | | | 32,953 | | | $ | — | | | | 32,953 | |
Customer reimbursements | | | 7,968 | | | | — | | | | 7,968 | |
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Total Revenues | | | 129,303 | | | | — | | | | 129,303 | |
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Cost of Services: | | | | | | | | | | | | |
Costs of financial institution services | | | 43,730 | | | | | | | | 43,730 | |
Costs of merchant services | | | 14,459 | | | | 780 | | | | 13,679 | |
Customer reimbursements | | | 7,968 | | | | — | | | | 7,968 | |
Selling, general & administrative | | | 46,548 | | | | 737 | | | | 45,811 | |
Depreciation & amortization | | | 9,760 | | | | — | | | | 9,760 | |
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Total Operating Expenses | | | 122,465 | | | | 1,517 | | | | 120,948 | |
Operating Income | | | 6,838 | | | | (1,517 | ) | | | 8,355 | |
Other (Expense)Income, net | | | (3,313 | ) | | | (3,700 | ) | | | 387 | |
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Total Other (Expense) Income, net | | | (3,313 | ) | | | (3,700 | ) | | | 387 | |
Income Before Income Taxes, Equity in Loss of Affiliates, and Minority Interest | | | 3,525 | | | | (5,217 | ) | | | 8,742 | |
Provision for Income Taxes | | | 1,372 | | | | 1,988 | | | | 3,360 | |
Equity in Income of Affiliate | | | (4 | ) | | | — | | | | (4 | ) |
Minority interest | | | (29 | ) | | | — | | | | (29 | ) |
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Net Income Attributable To Common Shareholders | | $ | 2,120 | | | $ | (3,229 | ) | | $ | 5,349 | |
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Net Income Per Common Share (Diluted) | | $ | 0.10 | | | | | | | $ | 0.26 | |
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Weighted Average Shares Outstanding (Diluted) | | | 20,229 | | | | | | | | 20,229 | |
InterCept, Inc. and Subsidiaries
Segment Information
(unaudited and in thousands)
| | Financial Institution Services
| | Merchant Services
|
| | Three Months Ended June 30,
| | Six Months Ended June 30,
| | Three Months Ended June 30,
| | Six Months Ended June 30,
|
| | 2003
| | 2002
| | 2003
| | 2002
| | 2003
| | 2002
| | 2003
| | 2002
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| | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Service fees | | $ | 40,064 | | $ | 33,877 | | $ | 78,359 | | $ | 67,227 | | $ | 15,508 | | $ | 14,385 | | $ | 32,953 | | $ | 14,860 |
Data communications management | | | 2,519 | | | 2,262 | | | 4,957 | | | 4,236 | | | — | | | — | | | — | | | — |
Equipment and product sales, services and other | | | 2,272 | | | 2,077 | | | 5,066 | | | 3,743 | | | — | | | — | | | — | | | — |
Customer reimbursements | | | 3,707 | | | 2,498 | | | 7,968 | | | 5,213 | | | — | | | — | | | — | | | — |
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Total revenues | | | 48,562 | | | 40,714 | | | 96,350 | | | 80,419 | | | 15,508 | | | 14,385 | | | 32,953 | | | 14,860 |
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Costs of services: | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of service fees | | | 18,250 | | | 14,334 | | | 36,019 | | | 28,433 | | | 6,225 | | | 5,870 | | | 14,459 | | | 5,899 |
Costs of data communications management | | | 1,925 | | | 1,349 | | | 3,733 | | | 2,712 | | | — | | | — | | | — | | | — |
Costs of equipment and product sales, services and other | | | 1,804 | | | 1,664 | | | 3,978 | | | 2,950 | | | — | | | — | | | — | | | — |
Customer reimbursements | | | 3,707 | | | 2,498 | | | 7,968 | | | 5,213 | | | — | | | — | | | — | | | — |
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Selling, general and administrative expenses | | | 15,727 | | | 12,534 | | | 32,018 | | | 24,257 | | | 6,991 | | | 5,423 | | | 14,530 | | | 5,674 |
Depreciation and amortization | | | 3,406 | | | 2,511 | | | 6,685 | | | 4,920 | | | 1,572 | | | 1,382 | | | 3,075 | | | 1,387 |
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Total operating expenses | | | 44,819 | | | 34,890 | | | 90,401 | | | 68,485 | | | 14,788 | | | 12,675 | | | 32,064 | | | 12,960 |
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Operating income | | $ | 3,743 | | $ | 5,824 | | $ | 5,949 | | $ | 11,934 | | $ | 720 | | $ | 1,710 | | $ | 889 | | $ | 1,900 |
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