UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
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Commission file number 1-10254
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T|SYS| LOGO
Total System Services, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-1493818
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
1600 First Avenue, Post Office Box 1755, Columbus, Georgia 31902
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(Address of principal executive offices) (Zip Code)
(706) 649-2310
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF: November 12, 2003
- -------------------------------- ---------------------------------------
Common Stock, $.10 par value 196,820,178
T|SYS| LOGO
TOTAL SYSTEM SERVICES, INC.
INDEX
Page
Number
------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited) - September 30, 2003 and December 31, 2002 .................... 3
Consolidated Statements of Income (unaudited) - Three and nine months ended September 30, 2003 and 2002 5
Consolidated Statements of Cash Flows (unaudited) - Nine months ended ended September 30, 2003 and 2002 7
Notes to Unaudited Consolidated Financial Statements .................................................. 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............ 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk ....................................... 49
Item 4. Management's Analysis of Disclosure Controls and Procedures ...................................... 51
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K ................................................................. 52
Signatures .................................................................................................... 53
- 2 -
TOTAL SYSTEM SERVICES, INC.
Part I - Financial Information
Consolidated Balance Sheets
(Unaudited)
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September 30, December 31,
2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents (includes $15.5 million and $84.5 million on
deposit with a related party at 2003 and 2002, respectively) $ 55,630,502 109,171,206
Restricted cash (includes $5.5 million and $4.0 million on deposit with a
related party at 2003 and 2002, respectively) 5,575,158 4,035,052
Accounts receivable, net of allowance for doubtful accounts and billing
adjustments of $9.3 million and $8.0 million at 2003 and 2002, respectively 128,420,123 121,439,387
Deferred income tax assets 11,256,407 8,785,539
Prepaid expenses and other current assets 25,683,669 22,547,590
- --------------------------------------------------------------------------------------------------------------------------------
Total current assets 226,565,859 265,978,774
Property and equipment, less accumulated depreciation and amortization of
$131.4 million and $127.8 million at 2003 and 2002, respectively 219,633,535 120,835,260
Computer software, less accumulated amortization of $186.3 million and $149.6
million at 2003 and 2002, respectively 211,846,433 200,297,026
Contract acquisition costs 128,231,228 123,728,968
Equity investments 61,810,154 54,181,246
Goodwill, net 29,620,054 3,619,178
Other assets 27,302,496 14,227,058
- --------------------------------------------------------------------------------------------------------------------------------
Total assets $ 905,009,759 782,867,510
===========================================
- 3 -
TOTAL SYSTEM SERVICES, INC.
Consolidated Balance Sheets (continued)
(Unaudited)
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September 30, December 31,
2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 17,064,529 10,365,836
Accrued salaries and employee benefits 28,683,215 43,314,882
Current portion of long-term debt and obligations under capital leases
Billings in excess of costs and profit on uncompleted contracts 24,073,734 -
Other current liabilities (includes $3.3 million and $2.9 million payable to
related parties at 2003 and 2002, respectively) 53,635,472 60,232,889
- ---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 123,745,513 113,981,717
Long-term debt and obligations under capital leases, excluding current portion 224,230 67,354
Other accounts payable - 562,500
Deferred income tax liabilities 88,799,575 63,306,186
- ---------------------------------------------------------------------------------------------------------------------------------
Total liabilities 212,769,318 177,917,757
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Minority interest in consolidated subsidiary 3,219,961 2,743,863
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Shareholders' equity:
Common stock - $.10 par value. Authorized 600,000,000 shares; 197,504,087
and 197,254,087 issued at 2003 and 2002, respectively; 196,827,820 and
197,049,470 outstanding at 2003 and 2002, respectively 19,750,409 19,725,409
Additional paid-in capital 38,371,115 35,143,089
Accumulated other comprehensive income 3,145,519 1,052,897
Treasury stock (12,086,795) (3,316,703)
Retained earnings 639,840,232 549,601,198
- ---------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 689,020,480 602,205,890
- ---------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 905,009,759 782,867,510
============================================
See accompanying Notes to Unaudited Consolidated Financial Statements.
- 4 -
TOTAL SYSTEM SERVICES, INC.
Consolidated Statements of Income
(Unaudited)
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Three months ended
September 30,
-------------------------------------------
2003 2002
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Revenues:
Electronic payment processing services (includes $4.7 million and $5.1 million
from related parties for 2003 and 2002, respectively) $ 179,447,316 157,722,824
Other services (includes $1.9 million and $1.8 million from related parties
for 2003 and 2002, respectively) 30,926,861 25,451,790
------------------------------------------
Revenues before reimbursable items 210,374,177 183,174,614
Reimbursable items (includes $2.1 million and $2.5 million from related parties
for 2003 and 2002, respectively) 55,740,647 56,432,019
------------------------------------------
Total revenues 266,114,824 239,606,633
------------------------------------------
Expenses:
Salaries and other personnel expense 81,488,046 78,968,153
Net occupancy and equipment expense 51,043,016 44,666,653
Other operating expenses (includes $2.3 million and $2.1 million to related
parties for 2003 and 2002, respectively) 28,943,581 18,939,165
(Gain) loss on disposal of equipment, net 698 (63,666)
------------------------------------------
Expenses before reimbursable items 161,475,341 142,510,305
Reimbursable items 55,740,647 56,432,019
------------------------------------------
Total expenses 217,215,988 198,942,324
------------------------------------------
Operating income 48,898,836 40,664,309
------------------------------------------
Nonoperating income (expense):
Interest income, net (includes $10,000 and $336,000 from related parties for 2003
and 2002, respectively) 447,986 723,178
Gain (loss) on foreign currency translation, net (245,653) 2,150,244
------------------------------------------
Total nonoperating income (expense) 202,333 2,873,422
------------------------------------------
Income before income taxes, minority interest and equity in income
of joint ventures 49,101,169 43,537,731
Income taxes 17,508,835 15,884,698
Minority interest in consolidated subsidiary's net income (625) (99,922)
Equity in income of joint ventures 3,920,480 5,262,411
------------------------------------------
Net income $ 35,512,189 32,815,522
==========================================
Basic earnings per share $ 0.18 0.17
==========================================
Diluted earnings per share $ 0.18 0.17
==========================================
Weighted average common shares outstanding 196,747,867 197,049,470
Increase due to assumed issuance of shares related to stock options outstanding 695,853 308,621
-------------------------------------------
Weighted average common and common equivalent shares outstanding 197,443,720 197,358,091
===========================================
See accompanying Notes to Unaudited Consolidated Financial Statements.
- 5 -
TOTAL SYSTEM SERVICES, INC.
Consolidated Statements of Income
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
Nine months ended
September 30,
------------------------------------------
2003 2002
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Revenues:
Electronic payment processing services (includes $13.7 million and $14.2 million
from related parties for 2003 and 2002, respectively) $ 524,579,304 454,458,222
Other services (includes $5.2 million and $5.2 million from related parties
for 2003 and 2002, respectively) 81,734,620 81,096,921
------------------------------------------
Revenues before reimbursable items 606,313,924 535,555,143
Reimbursable items (includes $6.8 million and $7.4 million from related parties
for 2003 and 2002, respectively) 168,852,463 173,580,235
------------------------------------------
Total revenues 775,166,387 709,135,378
------------------------------------------
Expenses:
Salaries and other personnel expense 241,184,158 221,288,507
Net occupancy and equipment expense 153,069,842 130,615,183
Other operating expenses (includes $6.8 million and $7.0 million to related
parties for 2003 and 2002, respectively) 75,272,165 68,803,542
Gain on disposal of equipment, net (34,691) (62,073)
------------------------------------------
Expenses before reimbursable items 469,491,474 420,645,159
Reimbursable items 168,852,463 173,580,235
------------------------------------------
Total expenses 638,343,937 594,225,394
------------------------------------------
Operating income 136,822,450 114,909,984
------------------------------------------
Nonoperating income (expense):
Interest income, net (includes $494,500 and $810,000 from related parties for
2003 and 2002, respectively) 2,299,359 2,080,205
Gain on foreign currency translation, net 915,949 2,146,664
------------------------------------------
Total nonoperating income (expense) 3,215,308 4,226,869
------------------------------------------
Income before income taxes, minority interest and equity in income
of joint ventures 140,037,758 119,136,853
Income taxes 51,130,954 43,295,312
Minority interest in consolidated subsidiary's net income (260,400) (132,741)
Equity in income of joint ventures 12,908,774 14,640,502
------------------------------------------
Net income $ 101,555,178 90,349,302
==========================================
Basic earnings per share $ 0.52 0.46
==========================================
Diluted earnings per share $ 0.51 0.46
==========================================
Weighted average common shares outstanding 196,832,455 197,005,655
Increase due to assumed issuance of shares related to stock options outstanding 493,589 605,903
------------------------------------------
Weighted average common and common equivalent shares outstanding 197,326,044 197,611,558
==========================================
See accompanying Notes to Unaudited Consolidated Financial Statements.
- 6 -
TOTAL SYSTEM SERVICES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
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Nine months ended
September 30,
------------------------------------------
2003 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 101,555,178 90,349,302
Adjustments to reconcile net income to net cash provided by operating
Minority interest in consolidated subsidiary's net income 260,400 132,741
Gain on foreign currency translation, net (915,949) (2,146,664)
Equity in income of joint ventures (12,908,774) (14,640,502)
Depreciation and amortization 71,057,442 52,884,204
Charges for bad debt and billing adjustments 1,892,186 3,405,410
Charges for transaction processing 3,093,682 5,665,643
Deferred income tax expense 21,247,862 2,331,917
Gain on disposal of equipment, net (34,691) (62,073)
(Increase) decrease in:
Accounts receivable (3,949,898) (6,215,363)
Prepaid expenses and other assets (8,317,230) 2,924,735
Increase (decrease) in:
Accounts payable 3,710,373 (14,374,422)
Accrued salaries and employee benefits (14,659,464) (2,639,309)
Billings in excess of costs and profit on uncompleted contracts 24,073,734 -
Other current liabilities (16,398,801) 20,555,685
------------------------------------------
Net cash provided by operating activities 169,706,050 138,171,304
------------------------------------------
Cash flows from investing activities:
Purchase of property and equipment (113,516,913) (12,983,076)
Additions to purchased computer software (35,681,694) (22,658,928)
Additions to internally developed computer software (13,945,410) (21,572,646)
Proceeds from disposal of equipment 68,093 72,540
Cash acquired in acquisition 4,442,163 2,858,384
Cash used in acquisition (36,000,000) -
Dividends received from joint ventures 5,277,523 17,855,119
Increase in contract acquisition costs (17,903,802) (34,316,924)
------------------------------------------
Net cash used in investing activities (207,260,040) (70,745,531)
------------------------------------------
See accompanying Notes to Unaudited Consolidated Financial Statements.
- 7 -
TOTAL SYSTEM SERVICES, INC.
Consolidated Statements of Cash Flows (continued)
(Unaudited)
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Nine months ended
September 30,
------------------------------------------
2003 2002
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Cash flows from financing activities:
Purchase of common stock (9,485,289) -
Proceeds from issuance of long-term debt 20,233,983 -
Principal payments on long-term debt (20,233,983) -
Principal payments on capital lease obligations (147,519) (84,377)
Dividends paid on common stock (10,828,295) (9,324,147)
Proceeds from exercise of stock options 3,929,297 204,550
------------------------------------------
Net cash used in financing activities (16,531,806) (9,203,974)
------------------------------------------
Effect of exchange rate changes on cash and cash equivalents 545,092 (1,285,864)
------------------------------------------
Net (decrease) increase in cash and cash equivalents $ (53,540,704) 56,935,935
Cash and cash equivalents at beginning of year 109,171,206 58,658,500
------------------------------------------
Cash and cash equivalents at end of period $ 55,630,502 115,594,435
==========================================
Cash paid for interest $ 65,520 27,002
==========================================
Cash paid for income taxes (net of refunds received) $ 42,463,234 25,842,373
==========================================
Significant noncash transaction: In January 2002, the Company acquired TSYS
Total Debt Management, Inc. through the issuance of 2,175,000 shares of common
stock with a market value of $43.5 million.
See accompanying Notes to Unaudited Consolidated Financial Statements.
- 8 -
TOTAL SYSTEM SERVICES, INC.
Notes to Unaudited Consolidated Financial Statements
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements represent the
accounts of Total System Services, Inc.(R) (TSYS(R) and the Company); its wholly
owned subsidiaries, Columbus Depot Equipment Company(SM) (CDEC(SM)), Columbus
Productions, Inc.(SM) (CPI), TSYS Canada, Inc.(SM) (TCI), TSYS Total Debt
Management, Inc. (TDM), ProCard, Inc. (ProCard), TSYS Japan Co., Ltd. (Japan
Co.), Enhancement Services Corporation (ESC) and TSYS Technology Center, Inc.
(TTC); and its majority owned foreign subsidiary, GP Network Corporation (GP
Net).
These financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all information and footnotes
necessary for a fair presentation of financial position, results of operations
and cash flows in conformity with accounting principles generally accepted in
the United States of America. All adjustments, consisting of normal recurring
accruals, which, in the opinion of management, are necessary for a fair
presentation of financial position and results of operations for the periods
covered by this report have been included. The accompanying unaudited
consolidated financial statements should be read in conjunction with the
Company's summary of significant accounting policies, consolidated financial
statements and related notes appearing in the Company's 2002 annual report
previously filed on Form 10-K. Results of interim periods are not necessarily
indicative of results to be expected for the year.
Note 2 - Supplementary Balance Sheet Information
Cash and cash equivalent balances are summarized as follows:
September 30, 2003 December 31, 2002
-------------------------- --------------------------
Cash and cash equivalents in domestic accounts $ 15,577,640 $ 84,462,671
Cash and cash equivalents in foreign accounts 40,052,862 24,708,535
-------------------------- --------------------------
Total $ 55,630,502 $ 109,171,206
========================== ==========================
The Company maintains accounts denominated in U.S. dollars, Euros, British
Pounds Sterling (BPS), Canadian dollars and Japanese Yen.
Significant components of prepaid expenses and other current assets are
summarized as follows:
September 30,2003 December 31, 2002
------------------------- ---------------------------
Prepaid expenses $ 7,650,587 $ 8,228,801
Other 18,033,082 14,318,789
------------------------- ---------------------------
Total $ 25,683,669 $ 22,547,590
========================= ===========================
Significant components of contract acquisition costs are summarized as
follows:
September 30, 2003 December 31, 2002
------------------------- ---------------------------
Payments for processing rights, net $ 85,672,776 $ 89,740,749
Conversion costs, net 42,558,452 33,988,219
------------------------- ---------------------------
Total $ 128,231,228 $ 123,728,968
========================= ===========================
- 9 -
Notes to Consolidated Financial Statements (continued)
Amortization related to payments for processing rights, which is recorded
as a reduction of revenues, was $3.4 million and $2.7 million for the three
months ended September 30, 2003 and 2002, respectively. Amortization related to
payments for processing rights was $9.7 million and $7.7 million for the nine
months ended September 30, 2003 and 2002, respectively.
Amortization expense related to conversion costs, which is recorded in
other operating expenses, was $2.2 million and $947,000 for the three months
ended September 30, 2003 and 2002, respectively. Amortization expense related to
conversion costs, which is recorded in other operating expenses, was $5.0
million and $2.5 million for the nine months ended September 30, 2003 and 2002,
respectively.
Significant components of other current liabilities are summarized as
follows:
September 30, 2003 December 31, 2002
------------------------- -----------------------------
Accrued expenses $ 20,480,385 $ 16,590,984
Customer postage deposits 12,900,600 16,054,531
Deferred revenues 11,153,313 8,552,131
Other 9,101,174 19,035,243
------------------------- -----------------------------
Total $ 53,635,472 $ 60,232,889
========================= =============================
Note 3 - Comprehensive Income
Comprehensive income for TSYS consists of net income and foreign currency
translation adjustments recorded as a component of shareholders' equity.
Comprehensive income for the three months ended September 30 is as follows:
2003 2002
-------------------------- --------------------------
Net income $ 35,512,189 $ 32,815,522
Other comprehensive income:
Foreign currency translation adjustments,
net of tax 469,522 70,458
-------------------------- --------------------------
Comprehensive income $ 35,981,711 $ 32,885,980
========================== ==========================
Comprehensive income for the nine months ended September 30 is as follows:
2003 2002
-------------------------- --------------------------
Net income $ 101,555,178 $ 90,349,302
Other comprehensive income:
Foreign currency translation adjustments,
net of tax 2,092,622 3,072,954
-------------------------- --------------------------
Comprehensive income $ 103,647,800 $ 93,422,256
========================== ==========================
The income tax effects allocated to and the cumulative balance of
accumulated other comprehensive income are as follows:
Balance at December 31, Pretax Balance at
2002 amount Tax effect September 30, 2003
- --------------------------------------------------------------------------------------------------------------------------
Foreign currency translation
adjustments $1,052,897 3,399,727 (1,307,105) $3,145,519
======================================================================================
- 10 -
Notes to Consolidated Financial Statements (continued)
Note 4 - Segment Reporting and Major Customers
The Company reports selected information about operating segments in
accordance with Statement of Financial Accounting Standards No. 131 (SFAS No.
131). The Company's segment information reflects the information that the chief
operating decision makers (CODMs) use to make resource allocation and strategic
decisions. The CODMs at TSYS consist of the chief executive officer, the
president and the four executive vice presidents.
Through online accounting and electronic payment processing systems, Total
System Services, Inc. provides electronic payment processing and other related
services to card-issuing institutions in the United States, Mexico, Canada,
Honduras, Europe and the Caribbean. The reportable units are segmented based
upon geographic locations. Domestic-based processing services include electronic
payment processing services and other services provided from the United States.
Domestic-based processing services segment includes the financial results of
TSYS, excluding its foreign branch offices, and including the following
subsidiaries: CDEC, CPI, TDM, ProCard, ESC and TTC. International-based
processing services include electronic payment processing and other services
provided outside the United States. International-based processing services
include the financial results of TCI, GP Net, Japan Co. and TSYS' branch offices
in Europe and Japan.
Domestic-based International-based
Operating Segments processing services processing services Consolidated
- -----------------------------------------------------------------------------------------------------------------------------------
At September 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
Identifiable assets $ 899,842,955 127,098,376 $ 1,026,941,331
Intersegment eliminations (121,931,572) - (121,931,572)
------------------------- ------------------------- ------------------
Total assets $ 777,911,383 127,098,376 $ 905,009,759
========================= ========================= ==================
- -----------------------------------------------------------------------------------------------------------------------------------
At December 31, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Identifiable assets $ 777,509,354 92,145,647 $ 869,655,001
Intersegment eliminations (86,787,491) - (86,787,491)
------------------------- ------------------------- ------------------
Total assets $ 690,721,863 92,145,647 $ 782,867,510
========================= ========================= ==================
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
Segment total revenue $ 246,191,840 20,425,010 $ 266,616,850
Intersegment revenue (1,895) (500,131) (502,026)
------------------------- ------------------------- ------------------
Total revenue $ 246,189,945 19,924,879 $ 266,114,824
========================= ========================= ==================
Depreciation and amortization $ 22,308,111 3,151,751 $ 25,459,862
========================= ========================= ==================
Segment operating income $ 47,586,835 1,312,001 $ 48,898,836
========================= ========================= ==================
Income taxes $ 16,634,551 874,284 $ 17,508,835
========================= ========================= ==================
Equity in income of joint ventures $ 3,619,673 300,807 $ 3,920,480
========================= ========================= ==================
Net income $ 35,127,911 384,278 $ 35,512,189
========================= ========================= ==================
- 11 -
Notes to Consolidated Financial Statements (continued)
Domestic-based International-based
Operating Segments processing services processing services Consolidated
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Segment total revenue $ 223,372,672 16,701,468 $ 240,074,140
Intersegment revenue (181,150) (286,357) (467,507)
----------------------- ------------------------- -------------------
Total revenue $ 223,191,522 16,415,111 $ 239,606,633
======================= ========================= ===================
Depreciation and amortization $ 15,846,540 2,276,940 $ 18,123,480
======================= ========================= ===================
Segment operating income $ 40,131,744 532,565 $ 40,664,309
======================= ========================= ===================
Income taxes $ 15,014,685 870,013 $ 15,884,698
======================= ========================= ===================
Equity in income of joint ventures $ 5,044,508 217,903 $ 5,262,411
======================= ========================= ===================
Net income $ 31,292,983 1,522,539 $ 32,815,522
======================= ========================= ===================
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
Segment total revenue $ 717,159,615 59,620,269 $ 776,779,884
Intersegment revenue (4,685) (1,608,812) (1,613,497)
----------------------- ------------------------- -------------------
Total revenue $ 717,154,930 58,011,457 $ 775,166,387
======================= ========================= ===================
Depreciation and amortization $ 62,856,196 8,201,246 $ 71,057,442
======================= ========================= ===================
Segment operating income $ 130,552,797 6,269,653 $ 136,822,450
======================= ========================= ===================
Income taxes $ 48,263,995 2,866,959 $ 51,130,954
======================= ========================= ===================
Equity in income of joint ventures $ 12,111,562 797,212 $ 12,908,774
======================= ========================= ===================
Net income $ 98,115,199 3,439,979 $ 101,555,178
======================= ========================= ===================
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Segment total revenue $ 662,255,488 48,444,035 $ 710,699,523
Intersegment revenue (488,319) (1,075,826) (1,564,145)
----------------------- ------------------------- -------------------
Total revenue $ 661,767,169 47,368,209 $ 709,135,378
======================= ========================= ===================
Depreciation and amortization $ 46,518,965 6,365,239 $ 52,884,204
======================= ========================= ===================
Segment operating income $ 113,236,115 1,673,869 $ 114,909,984
======================= ========================= ===================
Income taxes $ 41,648,604 1,646,708 $ 43,295,312
======================= ========================= ===================
Equity in income of joint ventures $ 13,961,588 678,914 $ 14,640,502
======================= ========================= ===================
Net income $ 87,853,692 2,495,610 $ 90,349,302
======================= ========================= ===================
Revenues for domestic-based processing services include electronic payment
processing and other services provided from the United States to clients
domiciled in the United States or other countries. Revenues from
international-based processing services include electronic payment processing
and other services provided outside the United States to clients domiciled
mainly outside the United States.
- 12 -
Notes to Consolidated Financial Statements (continued)
The following geographic area data represent revenues for the three and
nine months ended September 30, 2003 and 2002, respectively, based on the
domicile of customers.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------ -------------------------------------
(Dollars in millions) 2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------------
United States $ 214.7 203.1 632.5 606.4
Canada 20.1 12.3 55.2 33.4
Europe 16.9 13.7 49.2 39.8
Mexico 10.7 7.3 27.8 20.4
Japan 3.0 2.7 8.7 7.6
Other 0.7 0.5 1.8 1.5
----------------- --------------------- ---------------- --------------------
Totals $ 266.1 239.6 775.2 709.1
================= ===================== ================ ====================
The Company maintains property and equipment in the United States, Europe,
Canada and Japan. The following geographic area data represent net property and
equipment balances by region:
At September 30, At December 31,
(Dollars in millions) 2003 2002
-------------------------- -----------------------------
United States $ 190.7 97.0
Europe 26.7 22.1
Japan 2.0 1.6
Canada 0.2 0.1
-------------------------- -----------------------------
Totals $ 219.6 120.8
========================== =============================
Major Customers
For the three months ended September 30, 2003, the Company had one major
customer which accounted for approximately 17.5%, or $46.5 million, of total
revenues. For the three months ended September 30, 2002, TSYS had two major
customers that accounted for 31.0%, or $74.2 million, of total revenues.
Revenues from major customers for the periods reported are attributable to the
domestic-based processing services segment.
Three Months Ended September 30,
---------------------------------------------------------------------------------
2003 2002
------------------------------------- -------------------------------------
Revenue % of Total % of Total
(Dollars in millions) Dollars Revenues Dollars Revenues
------------------------------------- -------------------------------------
Customer One $ 46.5 17.5 % $ 42.7 17.8 %
Customer Two na na 31.5 13.2
------------------------------- -------------------------------
Totals $ 46.5 17.5 % $ 74.2 31.0 %
=============================== ===============================
na = not applicable. Client's revenues represent less than 10% of total
consolidated revenue.
- 13 -
Notes to Consolidated Financial Statements (continued)
For the nine months ended September 30, 2003, the Company had two major
customers which accounted for approximately 29.1%, or $225.8 million, of total
revenues. For the nine months ended September 30, 2002, TSYS had two major
customers that accounted for 32.9%, or $233.7 million, of total revenues.
Revenues from major customers for the periods reported are attributable to the
domestic-based processing services segment.
Nine Months Ended September 30,
----------------------------------------------------------------------------
2003 2002
------------------------------------- -------------------------------------
Revenue % of Total % of Total
(Dollars in millions) Dollars Revenues Dollars Revenues
------------------------------------- -------------------------------------
Customer One $ 142.5 18.4 % $ 133.5 18.8 %
Customer Two 83.3 10.7 100.2 14.1
------------------------------- -------------------------------
Totals $ 225.8 29.1 % $ 233.7 32.9 %
=============================== ===============================
Note 5 - Stock-Based Compensation
The Company maintains stock-based compensation plans for purposes of
incenting and retaining employees. The Company accounts for stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25 (APB
No. 25), "Accounting for Stock Issued to Employees," and related
Interpretations. Under APB No. 25, TSYS does not recognize compensation expense
for a stock option grant if the exercise price is equal to or greater than the
fair market value of the common stock on the grant date.
The following table illustrates the effect on net income and earnings per
share for the three months ended September 30, 2003 and 2002, respectively, if
the Company had applied the fair value recognition provisions of SFAS No. 123
(SFAS No. 123), "Accounting for Stock-Based Compensation," to stock-based
employee compensation granted in the form of TSYS and Synovus Financial Corp.
(Synovus) stock options.
September 30, 2003 September 30, 2002
-------------------------- -----------------------------
Net income, as reported $ 35,512,189 $ 32,815,522
Stock-based employee compensation expense
determined under the fair value based
method for all awards, net of related
income tax effects 1,237,808 1,647,008
-------------------------- -----------------------------
Net income, as adjusted $ 34,274,381 $ 31,168,514
========================== =============================
Earnings per share:
Basic - as reported $ 0.18 $ 0.17
========================== =============================
Basic - as adjusted $ 0.17 $ 0.16
========================== =============================
Diluted - as reported $ 0.18 $ 0.17
========================== =============================
Diluted - as adjusted $ 0.17 $ 0.16
========================== =============================
- 14 -
Notes to Consolidated Financial Statements (continued)
The following table illustrates the effect on net income and earnings per
share for the nine months ended September 30, 2003 and 2002, respectively, if
the Company had applied the fair value recognition provisions of SFAS No. 123 to
stock-based employee compensation granted in the form of TSYS and Synovus stock
options.
September 30, 2003 September 30, 2002
-------------------------- -----------------------------
Net income, as reported $ 101,555,178 $ 90,349,302
Stock-based employee compensation expense
determined under the fair value based
method for all awards, net of related
income tax effects 3,678,919 4,879,416
-------------------------- -----------------------------
Net income, as adjusted $ 97,876,259 $ 85,469,886
========================== =============================
Earnings per share:
Basic - as reported $ 0.52 $ 0.46
========================== =============================
Basic - as adjusted $ 0.50 $ 0.43
========================== =============================
Diluted - as reported $ 0.51 $ 0.46
========================== =============================
Diluted - as adjusted $ 0.50 $ 0.43
========================== =============================
Note 6 - Long-Term Debt
On June 30, 2003, TSYS obtained a $45.0 million long-term line of credit
from a banking affiliate of Synovus. The line is an automatic draw down
facility. The interest rate for the line of credit is the London Interbank
Offered Rate (LIBOR) plus 150 basis points. In addition, there is a charge of 15
basis points on any funds unused. The line of credit is unsecured and includes
covenants requiring the Company to maintain certain minimum financial ratios. At
September 30, 2003, TSYS did not have an outstanding balance on the line of
credit.
Note 7 - Supplementary Cash Flow Information
Cash used for contract acquisition costs for the nine months ended
September 30, 2003 and 2002 are summarized as follows:
September 30, 2003 September 30, 2002
------------------------- -----------------------------
Conversion costs $ 13,403,802 $ 22,941,138
Payments for processing rights 4,500,000 11,375,786
------------------------- -----------------------------
Total $ 17,903,802 $ 34,316,924
========================= =============================
Note 8 - Synthetic Lease
In 1997, the Company entered into an operating lease agreement with a
special purpose entity (SPE) for the Company's corporate campus. The business
purpose of the SPE was to provide a means of financing the Company's corporate
campus. The assets and liabilities of the SPE consisted solely of the cost of
the building and loans from a consortium of banks. The cost of the building and
the outstanding principal balance of the debt included on the financial
statements of the SPE both approximated $93.5 million. The lease, which was
guaranteed by Synovus, provided for substantial residual value guarantees. The
amount of the Company's residual value guarantee relative to the assets under
this lease was approximately $81.4 million. In accordance with generally
accepted accounting principles, no asset or obligation was recorded on the
Company's consolidated balance sheets.
- 15 -
Notes to Consolidated Financial Statements (continued)
The terms of this lease financing arrangement required, among other things,
that the Company maintain certain minimum financial ratios and provide certain
information to the lessor. TSYS was also subject to interest rate risk
associated with the lease because of the short-term variable rate nature of the
SPE's debt.
In 2002, the Company extended its operating lease agreement with the SPE
for the Company's corporate campus for one year. On April 30, 2003, the Company
provided written notice that it intended to terminate the lease agreement for
the Company's corporate campus. If the synthetic lease had not been terminated,
Financial Accounting Standards Board (FASB) Interpretation No. 46,
"Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,"
would require TSYS to consolidate the SPE effective with the first reporting
period ending after December 15, 2003.
On June 30, 2003, the Company terminated the operating lease agreement and
purchased the corporate campus for $93.5 million with a combination of $73.3
million in cash and funds from a long-term line of credit through a banking
affiliate of Synovus, which is discussed in Note 6 - Long-Term Debt.
Note 9 - Recent Accounting Pronouncements
In June 2001, the FASB issued Statement No. 143 (SFAS No. 143), "Accounting
for Asset Retirement Obligations." SFAS No. 143 requires the Company to record
the fair value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development,
and/or normal use of the assets. The Company must also record a corresponding
asset that depreciates over the life of the asset. Subsequent to the initial
measurement of the asset retirement obligation, the obligation will be adjusted
at the end of each period to reflect the passage of time and changes in the
estimated future cash flows underlying the obligation. The Company adopted SFAS
No. 143 on January 1, 2003. The adoption of SFAS No. 143 did not have a material
effect on the Company's financial position, results of operations or cash flows.
In April 2002, the FASB issued Statement No. 145 (SFAS No. 145),
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections." SFAS No. 145 amends existing guidance on
reporting gains and losses on the extinguishment of debt to prohibit the
classification of the gain or loss as extraordinary, as the use of such
extinguishments have become part of the risk management strategy of many
companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback
accounting for certain lease modifications that have economic effects similar to
sale-leaseback transactions. The provisions of the Statement related to the
rescission of Statement No. 4 are applied in fiscal years beginning after May
15, 2002. The provisions of the Statement related to Statement No. 13 were
effective for transactions occurring after May 15, 2002. The adoption of SFAS
No. 145 did not have a material effect on the Company's financial position,
results of operations or cash flows.
- 16 -
Notes to Consolidated Financial Statements (continued)
In June 2002, the FASB issued Statement No. 146 (SFAS No. 146),"Accounting
for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS No. 146 did not have a material effect on the
Company's financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. Interpretation No. 45 also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and the disclosure requirements are effective for financial statements
of interim or annual periods ending after December 15, 2002. The adoption of
Interpretation No. 45 did not have a material effect on the Company's financial
position, results of operations or cash flows.
At the November 21, 2002 Emerging Issues Task Force (EITF) meeting, the
Task Force ratified as a consensus the tentative conclusions it reached at the
October 25, 2002 EITF meeting regarding Emerging Issues Task Force No. 00-21
(EITF No. 00-21), "Accounting for Revenue Arrangements with Multiple
Deliverables." EITF No. 00-21 addresses certain aspects of the accounting by a
vendor for arrangements under which it will perform multiple revenue-generating
activities. Those activities may involve the delivery or performance of multiple
products, services, and/or rights to use assets, and performance may occur at
different points in time or over different periods of time. The arrangements are
often accompanied by initial installation, initiation, or activation services
and generally involve either a fixed fee or a fixed fee coupled with a
continuing payment stream. The continuing payment stream generally corresponds
to the continuing performance and may be fixed, variable based on future
performance, or composed of a combination of fixed and variable payments. EITF
No. 00-21 addresses how to account for those arrangements. EITF No. 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. Entities may also elect to report the change in accounting
as a cumulative effect adjustment, in which case disclosure should be made in
periods subsequent to the date of initial application of the amount of
recognized revenue that was previously included in the cumulative effect
adjustment. The adoption of EITF No. 00-21 did not significantly impact the
Company's financial position, results of operations or cash flows.
In December 2002, the FASB issued Statement No. 148 (SFAS No. 148),
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123." SFAS No. 148 amends FASB Statement No. 123
(SFAS No. 123), "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements. Certain
of the disclosure modifications are required beginning with the fiscal year
ending after December 15, 2002 and are included in the notes to the consolidated
financial statements.
- 17 -
Notes to Consolidated Financial Statements (continued)
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. For enterprises such as the Company with a
variable interest in a variable interest entity created before February 1, 2003,
the Interpretation is applied to the enterprise in the first reporting period
after December 15, 2003. A detailed discussion of TSYS' synthetic lease for its
corporate campus and subsequent termination of the lease in 2003 is provided in
Note 8 - Synthetic Lease.
In April 2003, the FASB issued Statement No. 149 (SFAS No. 149), "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement is effective for contracts entered into or modified
after June 30, 2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated below, all
provisions of this Statement will be applied prospectively. The provisions of
this Statement that relate to Statement 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with their respective effective dates. In addition,
forward purchases or sales of when-issued securities or other securities that do
not yet exist, should be applied to both existing contracts and new contracts
entered into after June 30, 2003. The adoption of SFAS No. 149 did not impact
the Company's financial position, results of operations or cash flows.
In May 2003, the FASB issued Statement No. 150 (SFAS No. 150), "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some of the provisions
of this Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, "Elements of Financial Statements." SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption. Restatement is not
permitted. The adoption of SFAS No. 150 did not impact the Company's financial
position, results of operations or cash flows.
- 18 -
Notes to Consolidated Financial Statements (continued)
Note 10 - Acquisition
On April 28, 2003, TSYS completed the acquisition of Enhancement Services
Corporation (ESC) for $36.0 million in cash. The Company has allocated
approximately $26.0 million to goodwill, approximately $8.2 million to
intangibles and the remaining amount to the net assets acquired. ESC provides
targeted loyalty consulting and travel, as well as gift card and merchandise
reward programs to more than 40 national and regional financial institutions in
the United States. The Company believes the acquisition of ESC enhances TSYS'
processing services by adding distinct value differentiation for TSYS and its
clients. ESC operates as a separate subsidiary of TSYS.
Presented below are the pro forma consolidated results of operations for
the three and nine months ended September 30, 2003 and 2002, respectively, as
though the acquisition of ESC had occurred on January 1 with respect to the nine
month periods and on July 1 with respect to the three month period ended
September 30, 2002.
(Dollars in thousands, except per Three Months Ended Nine Months Ended
share data) September 30, September 30,
- ------------------------------------- --- ---------------------------------------- -----------------------------------
2003 2002 2003 2002
- ------------------------------------- --- ------------------ --------------------- ------------------ ----------------
Revenues $ 266,115 242,972 780,420 717,756
Net income 35,512 33,274 102,173 90,466
Basic earnings per share 0.18 0.17 0.52 0.46
Diluted earnings per share 0.18 0.17 0.52 0.46
- 19 -
TOTAL SYSTEM SERVICES, INC.
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Review
This Financial Review provides a discussion of critical accounting policies,
related party transactions, and off-balance sheet arrangements. This Financial
Review also discusses the results of operations, financial condition, liquidity
and capital resources of TSYS and outlines the factors that have affected its
recent earnings, as well as those factors that may affect its future earnings.
Critical Accounting Policies and Estimates
TSYS' (The Company's) financial position, results of operations and cash flows
are impacted by the accounting policies the Company has adopted. In order to get
a full understanding of the Company's financial statements, one must have a
clear understanding of the accounting policies employed.
Factors that could affect the Company's future operating results and cause
actual results to vary materially from expectations include, but are not limited
to, lower than anticipated growth from existing customers, an inability to
attract new customers and grow internationally, loss of one of the Company's
major customers or other significant clients, an inability to grow through
acquisitions or successfully integrate acquisitions, an inability to control
expenses, technology changes, financial services consolidation, change in
regulatory mandates, a decline in the use of cards as a payment mechanism, a
decline in the financial stability of the Company's clients and uncertain
economic conditions. Negative developments in these or other risk factors could
have a material adverse effect on the Company's financial position, results of
operations and cash flows.
The Company has prepared the accompanying consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America. In preparing financial statements, it is necessary for management to
make assumptions and estimates affecting the amounts reported in the
consolidated financial statements and related notes. These estimates and
assumptions are developed based upon all information available. Actual results
could differ from estimated amounts.
A summary of the Company's critical accounting policies follows:
Revenue Recognition: The Company's electronic payment processing revenues are
derived from long-term processing contracts with financial and nonfinancial
institutions and are recognized as the services are performed. Electronic
payment processing revenues are generated primarily from charges based on the
number of accounts on file, transactions and authorizations processed,
statements mailed, and other processing services for cardholder accounts on
file. Most of these contracts have prescribed annual revenue minimums. The
original terms of processing contracts generally range from three to ten years
in length.
- 20 -
Critical Accounting Policies (continued)
On March 3, 2003, the Company announced that Bank One selected TSYS to
upgrade its credit card processing. Under the long term software licensing and
services agreement, TSYS will provide electronic payment processing services to
Bank One's credit card accounts for at least two years beginning in mid 2004
(excluding statement and card production services), and then TSYS will license a
modified version of its TS2 consumer and commercial software to Bank One under a
perpetual license with a six year payment term. The Company uses the
percentage-of-completion accounting method for its agreement with Bank One.
The Company's other service revenues are derived from recovery collections
work, bankruptcy process management, legal account management, skip tracing,
commercial printing activities and customer relationship management services,
such as call center activities for card activation and balance transfer
requests. The contract terms for these services are generally shorter term in
nature as compared with the Company's long-term processing contracts. Revenue is
recognized on these other services either on a per unit or a fixed price basis.
The Company uses the percentage-of-completion method of accounting for its fixed
price contracts.
Accounts Receivable: Accounts receivable balances are stated net of allowances
for doubtful accounts and billing adjustments of $9.3 million and $8.0 million
at September 30, 2003 and December 31, 2002, respectively. The allowance
represents 6.8% and 6.2% of total accounts receivable at September 30, 2003 and
December 31, 2002, respectively. TSYS' client base mainly consists of financial
institutions and other card issuers such as retailers. A substantial amount of
the Company's accounts receivable balances are current, and the average number
of days sales outstanding in accounts receivable at September 30, 2003 and
December 31, 2002 was 47 days and 49 days, respectively. Because TSYS invoices
clients for services monthly in arrears, accounts receivable includes one month
of service billings not yet invoiced.
TSYS records allowances for doubtful accounts when it is probable that the
accounts receivable balance will not be collected. When estimating the
allowances for doubtful accounts, the Company takes into consideration such
factors as its day-to-day knowledge of the financial position of specific
clients, the industry and size of its clients, the overall composition of its
accounts receivable aging, prior history with specific customers of accounts
receivable write-offs and prior history of allowances in proportion to the
overall receivable balance. This analysis includes an ongoing and continuous
communication with its largest clients and those clients with past due balances.
A financial decline of any one of the Company's large clients could have an
adverse and material effect on collectibility of receivables and thus the
adequacy of the allowance for doubtful accounts.
Increases in the allowance for doubtful accounts are recorded as charges to
bad debt expense and are reflected in other operating expenses in the Company's
consolidated statements of income. Write-offs of uncollectible accounts are
charged against the allowance for doubtful accounts.
- 21 -
Critical Accounting Policies (continued)
TSYS records allowances for billing adjustments for actual and potential
billing discrepancies. When estimating the allowance for billing adjustments,
the Company considers its overall history of billing adjustments, as well as its
history with specific clients and known disputes. Increases in the allowance for
billing adjustments are recorded as a reduction of revenues in the Company's
consolidated statements of income and actual adjustments to invoices are charged
against the allowance for billing adjustments.
Contract Acquisition Costs: The Company capitalizes contract acquisition costs
related to signing or renewing long-term contracts. These costs, primarily
consisting of cash payments for rights to provide processing services and
internal conversion costs, are amortized using the straight-line method over the
contract term beginning when the client's cardholder accounts are converted and
producing revenues. All costs incurred prior to a signed agreement are expensed
as incurred.
The amortization of contract acquisition costs associated with cash
payments is recorded as a reduction of revenues in the Company's consolidated
statements of income. The amortization of contract acquisition costs associated
with conversion activity is recorded as other operating expenses in the
Company's consolidated statements of income. The Company evaluates the carrying
value of contract acquisition costs for impairment for each customer on the
basis of whether these costs are fully recoverable from expected undiscounted
net operating cash flows of the related contract. The determination of expected
undiscounted net operating cash flows requires management to make estimates.
These costs may become impaired with the loss of a contract, the financial
decline of a client, termination of conversion efforts after a contract is
signed, diminished prospects for current clients or if the Company's estimates
of future cash flows differ from actual results.
Software Development Costs: The Company develops software that is used in
providing electronic payment processing and other services to clients. Software
development costs are capitalized once technological feasibility of the software
product has been established. Costs incurred prior to establishing technological
feasibility are expensed as incurred. Technological feasibility is established
when the Company has completed a detailed program design and has determined that
a product can be produced to meet its design specifications, including
functions, features and technical performance requirements. Capitalization of
costs ceases when the product is available to clients for general use. The
Company evaluates the unamortized capitalized costs of software development as
compared to the net realizable value of the software product which is determined
by future undiscounted net cash flows. The amount by which the unamortized
software development costs exceed the net realizable value is written off in the
period that such determination is made. Software development costs are amortized
using the greater of (1) the straight-line method over its estimated useful
life, which ranges from three to ten years or (2) the ratio of current revenues
to total anticipated revenue over its useful life.
The Company also develops software that is used internally. These software
development costs are capitalized based upon Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Internal-use software development costs are capitalized once (a)
preliminary project stage is completed, (b) management authorizes and commits to
funding a computer software project, and (c) it is probable that the project
will be completed and the software will be used to perform the function
intended. Costs incurred prior to meeting the qualifications are expensed
- 22 -
Critical Accounting Policies (continued)
as incurred. Capitalization of costs ceases when the project is substantially
complete and ready for its intended use. Internal-use software development costs
are amortized using an estimated useful life of three to seven years. Software
development costs may become impaired in situations where development efforts
are abandoned due to the viability of the planned project becoming doubtful or
due to technological obsolescence of the planned software product.
Goodwill: Goodwill results from the excess of cost over the fair value of net
assets of businesses acquired. In July 2001, the FASB issued Statement No. 141
(SFAS No. 141), "Business Combinations," and Statement No. 142 (SFAS No. 142),
"Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. SFAS No. 141 also specifies criteria that intangible assets acquired
in a purchase method business combination must meet to be recognized and
reported apart from goodwill, noting that any purchase price allocable to an
assembled workforce may not be accounted for separately.
SFAS No. 142 requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires that intangible assets with estimable useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." The Company adopted SFAS No. 142 January
1, 2002.
Impairment of Long-lived Assets and Intangibles: The Company reviews long-lived
assets, such as property and equipment and intangibles subject to amortization,
such as contract acquisition costs and computer software, for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset. Assets to be disposed of are
separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less costs to sell, and would no longer be
depreciated. The assets and liabilities of a disposed group classified as held
for sale are presented separately in the appropriate asset and liability
sections of the balance sheet.
Transaction Processing Provisions: The Company has recorded estimates to accrue
for contract contingencies (performance penalties) and processing errors. A
significant number of the Company's contracts with large clients contain service
level agreements which can result in TSYS incurring performance penalties if
contractually required service levels are not met. When providing these
accruals, the Company takes into consideration such factors as the prior history
of performance penalties and processing errors incurred, actual contractual
penalties inherent in the Company's contracts, progress towards milestones and
known processing errors not covered by insurance.
These accruals are included in other current liabilities in the
accompanying consolidated balance sheets. Increases and decreases in transaction
processing provisions are charged to other operating expenses in the Company's
consolidated statements of income and payments or credits for performance
penalties and processing errors are charged against the accrual.
- 23 -
Related Party Transactions
The Company provides electronic payment processing and other services to
its parent company, Synovus Financial Corp. (Synovus), and its affiliates, and
for Vital Processing Services L.L.C. (Vital). The services are performed under
contracts that are similar to its contracts with other customers. The Company
believes the terms and conditions of transactions between the Company and these
related parties are comparable to those which could have been obtained in
transactions with unaffiliated parties. The Company's margins with respect to
related party transactions are comparable to margins recognized in transactions
with unrelated third parties. The amounts related to these transactions are
disclosed on the face of TSYS' consolidated financial statements.
Vital Restricted Units
In 2000, the Board of Directors of Vital approved a plan to allow its
owners to set aside 2 million units of the 100 million units held by the owners
to make awards to key management of Visa and TSYS. In June 2000, TSYS awarded
six of its key executives an aggregate of 800,000 Vital restricted stock units
for their role in the development, growth and success of Vital. The units were
to vest over a 36-month cliff-vesting schedule. The award of 800,000 units was
made to incent key executives to continue to grow and develop Vital.
In connection with the termination of Vital's stock-based compensation
plans, TSYS, with approval from the Compensation Committee, repurchased the
Vital restricted units from the Company's six key executives in June 2003. The
purchase price for the restricted shares of $3.85 per unit was based upon an
independent, third party valuation of Vital conducted as of May 31, 2003. The
Company recognized compensation expense throughout the entire vesting period.
Semiannually, the Company received an independent third party evaluation of
Vital throughout the vesting period and adjusted compensation expense
accordingly. Through December 2002, the Company recognized $3.0 million as
compensation expense. After adjusting for the updated evaluation in 2003, TSYS
recognized $80,000 as compensation expense in 2003.
Lease Guarantee
To assist Vital in leasing its corporate facility, the Company and Visa
U.S.A. (Visa) are guarantors, jointly and severally, for the lease payments on
Vital's Tempe facility. The lease on the facility expires in July 2007. The
total future minimum lease payments remaining at September 30, 2003 is $5.6
million. If Vital fails to perform its obligations with regard to the lease,
TSYS and Visa will be required to perform in the same manner and to same extent
as is required by Vital.
Line of Credit
On June 30, 2003, TSYS obtained a $45.0 million long-term line of credit
from a banking affiliate of Synovus. The line is an automatic draw down
facility. The interest rate for the line of credit is the London Interbank
Offered Rate (LIBOR) plus 150 basis points. In addition, there is a charge of 15
basis points on any funds unused. The line of credit is unsecured debt and
includes covenants requiring the Company to maintain certain minimum financial
ratios. At September 30, 2003, TSYS did not have an outstanding balance on the
line of credit. As the LIBOR rate changes, TSYS will be subject to interest rate
risk.
- 24 -
Off-Balance Sheet Arrangements
Operating Leases: As a method of funding its operations, TSYS employs
noncancelable operating leases for computer equipment, software and facilities.
These leases allow the Company to provide the latest technology while avoiding
the risk of ownership because of potential rapid technological obsolescence.
Neither the assets nor obligations related to these leases are included on the
balance sheet. One of the Company's most significant leases was its synthetic
lease for its corporate campus.
Synthetic Lease: In 1997, the Company entered into an operating lease agreement
with a special purpose entity (SPE) for the Company's corporate campus. The
business purpose of the SPE was to provide a means of financing the Company's
corporate campus. The assets and liabilities of the SPE consisted solely of the
cost of the building and loans from a consortium of banks. The cost of the
building and the outstanding principal balance of the debt included on the
financial statements of the SPE both approximated $93.5 million. The lease,
which was guaranteed by Synovus, provided for substantial residual value
guarantees. The amount of the Company's residual value guarantee relative to the
assets under this lease was approximately $81.4 million. In accordance with
generally accepted accounting principles, no asset or obligation was recorded on
the Company's consolidated balance sheets.
The terms of this lease financing arrangement required, among other things,
that the Company maintain certain minimum financial ratios and provide certain
information to the lessor. TSYS was also subject to interest rate risk
associated with the lease because of the short-term variable rate nature of the
SPE's debt.
In 2002, the Company extended its operating lease agreement with the SPE
for the Company's corporate campus for one year. On April 30, 2003, the Company
provided written notice that it intended to terminate the lease agreement for
the Company's corporate campus. If the synthetic lease had not been terminated,
Financial Accounting Standards Board (FASB) Interpretation No. 46,
"Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,"
would require TSYS to consolidate the SPE effective with the reporting period
beginning July 1, 2003.
On June 30, 2003, the Company terminated the operating lease agreement and
purchased the corporate campus for $93.5 million with a combination of $73.3
million in cash and funds from a long-term line of credit through a banking
affiliate of Synovus, which is discussed in the Related Party Transactions on
page 24.
As a result of the purchase, net occupancy and equipment expense is not
expected to increase because the increase of approximately $2.6 million annually
for depreciation of the building and related equipment will be offset by the
decrease in annual rent expense related to the lease. Interest income, net will
be negatively impacted as a result of purchasing the campus.
At September 30, 2003, the Company did not have any synthetic lease
agreements.
- 25 -
Results of Operations
The following table sets forth certain revenue and expense items as a
percentage of total revenues and the percentage increases or decreases in those
items for the three months ended September 30, 2003 and 2002:
Percentage of Percentage Change
Total Revenues in Dollar Amounts
----------------------------- ------------------------
2003 2002 2003 vs. 2002
------------- ---------- ------------------------
Revenues:
Electronic payment processing services 67.5 % 65.8 % 13.8 %
Other services 11.6 10.6 21.5
------------- ----------
Revenues before reimbursable items 79.1 76.4 14.9
Reimbursable items 20.9 23.6 (1.2)
------------- ----------
Total revenues 100.0 100.0 11.1
------------- ----------
Expenses:
Salaries and other personnel expense 30.6 33.0 3.2
Net occupancy and equipment expense 19.2 18.6 14.3
Other operating expenses 10.9 7.8 52.8
------------- ----------
Expenses before reimbursable items 60.7 59.4 13.3
Reimbursable items 20.9 23.6 (1.2)
------------- ----------
Total expenses 81.6 83.0 9.2
------------- ----------
Operating income 18.4 17.0 20.2
Nonoperating income 0.1 1.2 (93.0)
------------- ----------
Income before income taxes, minority
interest and equity in income of joint
ventures 18.5 18.2 12.8
Income taxes 6.6 6.6 10.2
Minority interest in consolidated subsidiary's net (0.0) (0.0) nm
Equity in income of joint ventures 1.4 2.2 (25.5)
------------- ----------
Net income 13.3 % 13.8 % 8.2 %
============= ==========
nm = not meaningful
- 26 -
Results of Operations (continued)
The following table sets forth certain revenue and expense items as a
percentage of total revenues and the percentage increases or decreases in those
items for the nine months ended September 30, 2003 and 2002:
Percentage of Percentage Change
Total Revenues in Dollar Amounts
-------------------------
-----------------------------
2003 2002 2003 vs. 2002
------------- ---------- -------------------------
Revenues:
Electronic payment processing services 67.7 % 64.1 % 15.4 %
Other services 10.5 11.4
0.8
------------- ----------
Revenues before reimbursable items 78.2 75.5 13.2
Reimbursable items 21.8 24.5 (2.7)
------------- ----------
Total revenues 100.0 100.0 9.3
------------- ----------
Expenses:
Salaries and other personnel expense 31.1 31.2 9.0
Net occupancy and equipment expense 19.7 18.4 17.2
Other operating expenses 9.7 9.7 9.4
------------- ----------
Expenses before reimbursable items 60.5 59.3 11.6
Reimbursable items 21.8 24.5 (2.7)
------------- ----------
Total expenses 82.3 83.8 7.4
------------- ----------
Operating income 17.7 16.2 19.1
Nonoperating income 0.4 0.6 (23.9)
------------- ----------
Income before income taxes, minority
interest and equity in income of joint
ventures 18.1 16.8 17.5
Income taxes 6.6 6.1 18.1
Minority interest in consolidated subsidiary's net (0.1) (0.1) nm
Equity in income of joint ventures 1.7 2.1 (11.8)
------------- ----------
Net income 13.1 % 12.7 % 12.4 %
============= ==========
nm = not meaningful
Revenues TSYS' revenues are derived from providing electronic payment
processing and related services to financial and nonfinancial institutions,
generally under long-term processing contracts. TSYS' services are provided
through the Company's cardholder systems, TS2 and TS1, to financial institutions
and other organizations throughout the United States, Mexico, Canada, Honduras,
the Caribbean and Europe. The Company currently offers merchant services to
financial institutions and other organizations in Japan through its majority
owned subsidiary, GP Net, and in the United States through its joint venture,
Vital. Total revenues increased $26.5 million and $66.0 million, or 11.1% and
9.3%, during the three and nine months ended September 30, 2003, compared to the
same periods in 2002. Excluding reimbursable items, revenues increased $27.2
million and $70.8 million, or 14.9% and 13.2%, during the three and nine months
ended September 30, 2003, respectively, compared to the same periods in 2002.
- 27 -
Results of Operations (continued)
Electronic Payment Processing Services
Electronic payment processing revenues are generated primarily from charges
based on the number of accounts on file, transactions and authorizations
processed, statements mailed, credit bureau reports, cards embossed and mailed,
and other processing services for cardholder accounts on file. Cardholder
accounts on file include active and inactive consumer credit, retail, debit,
stored value, student loan and commercial card accounts. Due to the number of
cardholder accounts processed by TSYS and the expanding use of cards as well as
increases in the scope of services offered to clients, revenues relating to
electronic payment processing services have continued to grow. Revenues from
electronic payment processing services increased $21.7 million and $70.1
million, or 13.8% and 15.4%, for the three and nine months ended September 30,
2003, respectively, compared to the same periods in 2002.
Due to the seasonal nature of credit card transactions, TSYS' revenues and
results of operations have generally increased in the fourth quarter of each
year because of increased transaction and authorization volumes during the
traditional holiday shopping season. Furthermore, growth or a decline in card
portfolios of existing clients, the conversion of cardholder accounts of new
clients to the Company's processing platforms, and the loss of cardholder
accounts impact the results of operations from period to period. Another factor,
among others, which may affect TSYS' revenues and results of operations from
time to time, is the sale by a client of its business, its card portfolio or a
segment of its accounts to a party which processes cardholder accounts
internally or uses another third-party processor.
Processing contracts with large clients, representing a significant portion
of the Company's total revenues, generally provide for discounts on certain
services based on the size and activity of clients' portfolios. Therefore,
electronic payment processing revenues and the related margins are influenced by
the client mix relative to the size of client card portfolios, as well as the
number and activity of individual cardholder accounts processed for each client.
Consolidation among financial institutions has resulted in an increasingly
concentrated client base, which results in a changing client mix toward larger
clients. Consolidation in either the financial services or retail industries, a
change in the economic environment in the retail sector, or a change in the mix
of payments between cash and cards could favorably or unfavorably impact TSYS'
financial condition, results of operations and cash flows in the future.
The Company provides services to its clients including processing consumer,
retail, commercial, debit and stored-value cards, as well as student loan
account processing. Consumer cards include Visa, MasterCard and American Express
credit cards. Debit/Stored value accounts include debit cards and stored value
cards. Government services/EBT accounts on file consist mainly of student loan
processing accounts. Retail cards include private label and gift cards.
Commercial cards include purchasing cards, corporate cards and fleet cards for
employees. The following table summarizes TSYS' accounts on file (AOF) by
portfolio type as of:
- 28 -
Results of Operations (continued)
AOF by Type September 30, 2003 September 30, 2002
----------------------------------- ---------------------------- --------------------------
(in millions) AOF % AOF % % Change
------------- -------------- ------------ ------------- ----------------
Consumer 142.2 53.1 131.0 55.6 8.6
Retail 83.7 31.3 75.4 32.0 11.0
Commercial 21.0 7.8 19.4 8.2 8.1
Debit/stored value 7.9 2.9 6.0 2.5 31.9
Government services/EBT 13.1 4.9 4.0 1.7 nm
----------------------------------- ------------- -------------- ------------ -------------
Total 267.9 100.0 235.8 100.0 13.6
============= ============== ============ =============
nm = not meaningful
Average cardholder accounts on file for the three months ended September
30, 2003 were 265.9 million, an increase of approximately 14.7% over the average
of 231.8 million for the same period in 2002. Average cardholder accounts on
file for the nine months ended September 30, 2003 were 259.6 million, an
increase of approximately 13.7% over the average of 228.4 million for the same
period in 2002. Cardholder accounts on file at September 30, 2003 were 267.9
million, a 13.6% increase compared to the 235.8 million accounts on file at
September 30, 2002. The change in cardholder accounts on file from September
2002 to September 2003 included the deconversion and purging of 12.7 million
accounts, the addition of approximately 25.1 million accounts attributable to
the internal growth of existing clients, and approximately 19.7 million accounts
for new clients.
TSYS expects to continue expanding its market share in the consumer, debit,
retail and commercial card arenas. The Company's future growth is dependent upon
new clients, international expansion and continued internal growth of clients'
portfolios.
TSYS is a major third-party processor of retail cards. Traditional retail
card operations are increasing the activity of their card portfolios by
converting inactive accounts to Visa/MasterCard consumer cards. TSYS is able to
provide its extensive electronic payment processing tools and techniques, as
well as value-added functionality, to traditional retail card operations
allowing better segmentation and potentially increased profitability for
customers. TSYS does not receive as much revenue from retail cards, on a per
account basis, as it does from consumer cards because consumer cards
traditionally generate more transactions. Retail cards are generally limited to
a particular location or retail chain. Consumer cards are widely accepted at
numerous retail outlets.
In March 2003, Sears announced that it was evaluating strategic
alternatives for the company's private label and MasterCard portfolio. In July,
Sears and Citigroup announced an agreement for the proposed sale by Sears to
Citigroup of the Sears credit card and financial services businesses by the end
of 2003. Sears and Citigroup are both customers of TSYS, and TSYS considers its
relationships with both companies to be very positive.
- 29 -
Results of Operations (continued)
TSYS and Sears are parties to a 10-year agreement, which was renewed in
January of 2000, under which TSYS provides transaction processing for more than
79.9 million Sears accounts. The TSYS/Sears processing agreement as it relates
to the Sears retail and MasterCard portfolios expires on April 30, 2010. During
the nine-month period ended September 30, 2003, TSYS' revenues from the
TSYS/Sears agreement represented 6.3% of TSYS' consolidated revenues. The
agreement includes provisions for termination for convenience prior to its
expiration upon the payment of a termination fee. This termination fee is not
fixed, but is reduced annually the closer the termination date is to the
expiration date of the agreement. The TSYS/Sears agreement also grants to Sears
the one-time right to market test TSYS' pricing and functionality after May 1,
2004. Potential results of such market test, in which TSYS will be a
participant, include continuation of the processing agreement under its existing
terms, continuation of the processing agreement under mutually agreed modified
terms, or termination of the processing agreement after May 1, 2006 without a
termination fee.
At this point in time, TSYS is discussing with Citigroup Citigroup's future
plans for the Sears portfolios. TSYS believes that many aspects of the
TSYS/Sears processing agreement are unique to its relationship with Sears, and
TSYS intends to address those issues in future conversations and negotiations
with Citigroup. The impact of the proposed transaction between Sears and
Citigroup on the financial position, results of operations and cash flows of
TSYS cannot be determined at this time.
TSYS has a dominant market share position in the domestic Visa and
MasterCard commercial card-processing arena. Future growth in this area is
dependent upon increased card activity with more purchasing by businesses being
transacted electronically and additional firms realizing the benefits of
converting their paper-based purchasing systems to electronic transactions using
commercial cards.
In April 2002, the Company announced that it had entered into a five-year
agreement with Accenture to provide processing services for the U.S. Department
of Education. TSYS began processing all student loan originations for the
Department of Education on April 26, 2002, and was processing 12.9 million
student loan accounts at September 30, 2003.
TSYS processes debit and stored value cards. At September 30, 2003, TSYS
was processing 7.9 million debit and stored value accounts, a 31.9% increase, or
1.9 million accounts, compared to 6.0 million at September 30, 2002. The
majority of the increase relates to one client adding approximately 1.3 million
stored value accounts.
TSYS provides processing services to its clients worldwide. TSYS plans to
continue to expand its service offerings to other countries in the future. The
following table summarizes TSYS' AOF by area based on the domicile of processing
clients as of:
AOF by Area September 30, 2003 September 30, 2002
---------------------------------- ----------------------------------------------------------
(in millions) AOF % AOF % % Change
----------------------------------------------------------------------------
Domestic 221.9 82.8 206.5 87.6 7.5
Foreign 46.0 17.2 29.3 12.4 56.9
---------------------------------- ----------------------------------------------------------
Total 267.9 100.0 235.8 100.0 13.6
==========================================================
- 30 -
Results of Operations (continued)
The Company's electronic payment processing services revenues are also
impacted by the use of optional value added products and services of TSYS'
processing systems. Value added products and services are optional features each
client can choose to subscribe to in order to potentially increase the financial
performance of its portfolio. Value added products and services include: risk
management tools and techniques, such as credit evaluation, fraud detection and
prevention, and behavior analysis tools; and revenue enhancement tools and
customer retention programs, such as loyalty programs and bonus rewards. These
revenues can increase or decrease over time as clients subscribe to or cancel
these services.
For the three months ended September 30, 2003 and 2002, value added
products and services represented 14.0% and 13.1%, or $37.1 million and $31.3
million, of total revenues, respectively. Revenues from value added products and
services, which include some reimbursable items paid to third-party vendors,
increased 18.6%, or $5.8 million, for the three months ended September 30, 2003,
compared to the same period in 2002.
For the nine months ended September 30, 2003 and 2002, value added products
and services represented 14.0% and 12.5%, or $108.5 million and $88.5 million,
of total revenues, respectively. Revenues from value added products and
services, which include some reimbursable items paid to third-party vendors,
increased 22.6%, or $20.0 million, for the nine months ended September 30, 2003,
compared to the same period in 2002.
On March 3, 2003, the Company announced that Bank One selected TSYS to
upgrade its credit card processing. Under the long term software licensing and
services agreement, TSYS will provide electronic payment processing services to
Bank One's credit card accounts for at least two years starting in mid 2004
(excluding statement and card production services), and then TSYS will license a
modified version of its TS2 consumer and commercial software to Bank One under a
perpetual license with a six year payment term. The Company uses the
percentage-of-completion accounting method for its agreement with Bank One and
recognizes revenues in proportion to costs incurred. The impact upon 2003
earnings will be slightly positive. The 2004 earnings per share (EPS)
contribution from the Bank One agreement is expected to range from $0.03 to
$0.04. Beginning in 2005 and continuing thereafter through the payment term of
the license, the EPS contribution of the Bank One agreement is expected to
exceed $0.04 on an annual basis.
Other Services
Revenues from other services consist primarily of revenues generated by
TSYS' wholly owned subsidiaries. Revenues from other services increased $5.5
million, or 21.5%, in the third quarter of 2003, compared to the third quarter
of 2002. Revenues from other services increased $638,000, or 0.8%, for the first
nine months of 2003, compared to the same period in 2002. During the third
quarter of 2003, other service revenues increased as a result of increased debt
collection services performed by TSYS Total Debt Management, Inc. On a
year-to-date basis, this increase was offset by the decline in call center and
business process management revenues related to decreased business from a client
in the subprime credit business and the loss of business of a major airline
client.
- 31 -
Results of Operations (continued)
On April 28, 2003, TSYS completed the acquisition of Enhancement Services
Corporation (ESC) for $36.0 million in cash. ESC provides targeted loyalty
consulting and travel, as well as gift card and merchandise reward programs to
more than 40 national and regional financial institutions in the United States.
The Company believes the acquisition of ESC enhances TSYS processing services by
adding distinct value differentiation for TSYS and its clients. For the three
months and nine months ended September 30, 2003, TSYS' revenues include $4.1
million and $7.2 million, respectively, related to ESC's revenues and are
included in other services.
Major Customers
A significant amount of the Company's revenues is derived from long-term
contracts with large clients, including certain major customers. For the three
months ended September 30, 2003, the Company had one major customer. The major
customer for the quarter ended September 30, 2003 accounted for approximately
17.5%, or $46.5 million, of total revenues. For the three months ended September
30, 2002, TSYS had two major customers that accounted for 31.0%, or $74.2
million, of total revenues. The loss of one of the Company's major customers, or
other significant clients, could have a material adverse effect on the Company's
financial position, results of operations and cash flows.
For the nine months ended September 30, 2003, the Company had two major
customers. The two major customers for the nine months ended September 30, 2003
accounted for approximately 29.1%, or $225.8 million, of total revenues. For the
nine months ended September 30, 2002, TSYS had two major customers that
accounted for 32.9%, or $233.7 million, of total revenues. The loss of one of
the Company's major customers, or other significant clients, could have a
material adverse effect on the Company's financial position, results of
operations and cash flows.
Reimbursable Items
Reimbursable items decreased $691,000 and $4.7 million, or 1.2% and 2.7%,
for the three and nine months ended September 30, 2003, respectively, as
compared to the same periods last year. The majority of reimbursable items
relates to the Company's domestic-based clients and is primarily costs
associated with postage. The decrease in 2003 is related to services provided to
a major client that mailed fewer statements in 2003 compared to 2002, and
therefore required less postage.
Operating Expenses
Total expenses increased 9.2% and 7.4% for the three and nine months ended
September 30, 2003, respectively, compared to the same periods in 2002.
Excluding reimbursable items, total expenses increased 13.3% and 11.6% for the
three and nine months ended September 30, 2003, respectively, compared to the
same periods in 2002. The increases in operating expenses are attributable to
changes in each of the expense categories as described below.
Salaries and other personnel expenses increased $2.5 million and $19.9
million, or 3.2% and 9.0%, for the three and nine months ended September 30,
2003, respectively, compared to the same periods in 2002. The change in
employment expenses is associated with the growth in the number of employees,
normal salary increases and related benefits, as well as lower levels of
employment costs categorized as software development and contract acquisition
costs. These increases were offset during the quarter with a reduction in the
accrual for performance-based incentive benefits. The average number of
employees in the third quarter of 2003 increased to 5,607, which increased 7.6%,
compared to 5,210 in the same period in 2002. The average number of employees
for the first nine months of 2003
- 32 -
Results of Operations (continued)
increased to 5,348, which increased 1.5% compared to 5,268 in the same period in
2002. During the second quarter, TSYS added approximately 220 employees
associated with the ESC acquisition and the creation of a wholly- owned
subsidiary named TSYS Technology Center, Inc. (TTC) in Boise, Idaho. Initially
employing 77 team members, the TTC team members will support technology efforts
throughout TSYS, including government services, customer care, programming, and
systems development. At October 31, 2003, TSYS had 5,548 full-time and 215
part-time employees.
Net occupancy and equipment expense increased $6.4 million and $22.5
million, or 14.3% and 17.2%, for the three and nine months ended September 30,
2003, respectively, over the same periods in 2002. Due to rapidly changing
technology in computer equipment, TSYS' equipment needs are achieved to a large
extent through operating leases. Computer equipment and software rentals, which
represent the largest component of net occupancy and equipment expense,
increased approximately $1.9 million and $8.1 million for the three and nine
months ended September 30, 2003, respectively, compared to the same periods of
2002. Depreciation and amortization increased $5.0 million and $13.7 million
during the three and nine months ended September 30, 2003, respectively,
compared to the same periods in 2002. The increase in depreciation and
amortization is the result of the amortization of additional software acquired
in 2002, as well as, the amortization of developed software placed in service
after September 30, 2002.
Other operating expenses for the three and nine months of 2003 increased
$10.0 million and $6.5 million, or 52.8% and 9.4%, respectively, as compared to
the same periods in 2002. Other operating expenses include, among other things,
amortization of conversion costs, professional advisory fees and court costs
associated with its debt collection business. The Company's amortization of
conversion costs increased $1.3 million and $2.5 million for the three and nine
month periods, respectively, ended September 30, 2003, as compared to the same
periods last year. During the third quarter of 2003, the Company also incurred
$1.3 million of expense for a third-party professional advisory firm to assist
in strategic planning. As a result of a new debt-collection agreement with an
existing client signed in the third quarter of 2003, the Company recognized $3.7
million of attorney court costs and commissions in operating expenses that it
expects to recover in future periods. The Company anticipates that these debt
collection costs will continue.
Other operating expenses also include charges for processing errors,
contractual commitments and bad debt expense. As described in the Critical
Accounting Policies section, management's evaluation of the adequacy of its
transaction processing reserves and allowance for doubtful accounts is based on
a formal analysis which assesses the probability of losses related to
contractual contingencies, processing errors and uncollectible accounts.
Increases and decreases in transaction processing provisions and charges for bad
debt expense are reflected in other operating expenses. For the three month and
nine month periods ended September 30, 2003, the Company's transaction
processing expenses increased $2.2 million and decreased $2.6 million,
respectively.
Operating Income
Operating income increased 20.2% and 19.1% for the three and nine months
ended September 30, 2003, respectively, over the same periods in 2002. The
increase in operating income was the result of the Company's commitment to
contain the growth in operating expenses below the growth rate in revenues. The
Company's operating profit margin for the third quarter of 2003 was 18.4%,
compared to 17.0% for the same period last year. The Company's operating profit
margin for the first nine months of
- 33 -
Results of Operations (continued)
2003 was 17.7%, compared to 16.2% for the same period last year. The Company's
focus on expense control was the main reason for the improved margin.
Management believes that reimbursable items distort operating profit margin
as defined by generally accepted accounting principles. Management evaluates the
Company's operating performance based upon operating margin excluding
reimbursable items. Management believes that operating profit margin excluding
reimbursable items is more useful because reimbursable items do not impact
profitability as the Company receives reimbursement for expenses incurred on
behalf of its clients.
Excluding reimbursable items, the Company's operating profit margin for the
three months ended September 30, 2003 was 23.2%, compared to 22.2% for the three
months ended September 30, 2002. Excluding reimbursable items, the Company's
operating profit margin for the nine months ended September 30, 2003 was 22.6%,
compared to 21.5% for the nine months ended September 30, 2002.
Below is the reconciliation between reported operating margin and adjusted
operating margin excluding reimbursable items for the three months and nine
months ended September 30, 2003 and 2002:
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------- --- ----------------------------------- ---------------------------------------
2003 2002 2003 2002
- ---------------------------------------------------- --- ----------------- ----------------- ----------------- ------------------
Operating income (a) $ 48,898,836 40,664,309 136,822,450 114,909,984
================= ================= ================= ==================
Total revenues (b) $ 266,114,824 239,606,633 775,166,387 709,135,378
================= ================= ================= ==================
Operating margin (as reported) (a)/(b) 18.4% 17.0% 17.7% 16.2%
================= ================= ================= ==================
Revenue before reimbursable items (c) $ 210,374,177 183,174,614 606,313,924 535,555,143
================= ================= ================= ==================
Adjusted operating margin (a)/(c) 23.2% 22.2% 22.6% 21.5%
================= ================= ================= ==================
Nonoperating Income
Interest income, net, includes interest income of $483,800 and $35,800 of
interest expense for the three months of 2003. During the three months ended
September 30, 2002, interest income, net, included interest income of $729,700
and $6,500 of interest expense.
Interest income, net, includes interest income of $2.4 million and $65,500
of interest expense for the nine months ended September 30, 2003. During the
nine months ended September 30, 2002, interest income, net, included interest
income of $2.1 million and $27,000 of interest expense.
In connection with the Company's purchase of its corporate campus and its
potential impact to nonoperating income, a detailed discussion of TSYS'
synthetic lease for its corporate campus and subsequent termination of the lease
in 2003 is provided in Related Party Transactions.
In July 2002, the Company restructured $12.6 million of its permanent
financing of its UK operation as an intercompany loan. The financing requires
the unit to repay the financing in US dollars. The functional currency of the
European operations is the British Pound Sterling (BPS). As the Company
translates the European financial statements into US dollars, the translated
balance of the financing (liability) is adjusted upward or downward to match the
US-dollar obligation (receivable) on the Company's financial statement. The
upward or downward adjustment is recorded as a gain or loss
- 34 -
Results of Operations (continued)
on foreign currency translation in the Company's statements of income. As a
result of the restructuring, the Company recorded a foreign currency translation
loss on the Company's financing with its European operations during the third
quarter of 2003 of $71,100 compared to a foreign currency translation gain of
$1.7 million for the same period last year. For the nine months ended September
30, 2003, the Company recorded a gain on foreign currency translations of
$13,800, compared to a foreign currency translation gain of $1.7 million for the
same period last year. During the third quarter of 2003, the European operations
repaid the remaining balance of the financing.
The Company also records foreign currency translation adjustments
associated with other balance sheet accounts. The Company maintains several cash
accounts denominated in foreign currencies, primarily in Euros and BPS. As the
Company translates the foreign-denominated cash balances into US dollars, the
translated cash balance is adjusted upward or downward depending upon the
foreign currency exchange movements. The upward or downward adjustment is
recorded as a gain or loss on foreign currency translation in the Company's
statements of income. As those cash accounts have increased, the upward or
downward adjustments have increased. The majority of the translation gain of
$916,000 for the first nine months of September 30, 2003 relates to the
translation of cash accounts.
In anticipation of future capital expenditures in Europe, the Company
contributed its BPS cash accounts into additional equity in its European
operations. The funds will be primarily used by the European operation to pay
for the building of the new data center in Europe. The balance of the Company's
foreign-denominated cash accounts subject to risk of translation gains or losses
at September 30, 2003 was approximately $364,000, the majority of which is
denominated in BPS.
Income Taxes
TSYS' effective income tax rate for the three months ended September 30,
2003 was 33.2%, compared to 32.8% for the same period in 2002. TSYS' effective
income tax rate for the nine months ended September 30, 2003 was 33.7%, compared
to 32.6% for the same period in 2002. The increase in the effective income tax
rate for the three and nine months ended September 30, 2003, as compared to the
same period in 2002, is the result of the recognition of certain tax credits in
2002 not available in 2003. The calculation of the effective tax rate is income
taxes divided by TSYS' pretax income adjusted for minority interest in
consolidated subsidiary's net income and equity earnings of the joint venture of
Vital. The Company expects its effective income tax rate for 2003 to be
approximately 33-34%.
Equity in Income of Joint Ventures
TSYS' share of income from its equity in joint ventures was $3.9 million
and $5.3 million for the three months ended September 30, 2003 and 2002,
respectively. For the first nine months of 2003 and 2002, TSYS' share of income
from its equity in joint ventures was $12.9 million and $14.6 million,
respectively. The decrease for the quarter is attributable to the decrease in
Vital's operating results as a result of pricing compression, and nonrecurring
charges associated with an executive's retirement and termination of Vital's
stock-based compensation plans as discussed below.
Vital Processing Services L.L.C. (Vital)
Vital, a limited liability company, is a merchant processing joint venture
of TSYS and Visa U.S.A. ("VISA"). The Company is a leader in providing
integrated end-to-end electronic transaction processing services primarily to
large financial institutions and other merchant acquirers. Vital processes all
payment forms including credit, debit, electronic benefit transfer and check
truncation for
- 35 -
Results of Operations (continued)
merchants of all sizes across a wide array of retail market segments. The
Company's unbundled products and services include: authorization and capture of
electronic transactions; clearing and settlement of electronic transactions;
information reporting services related to electronic transactions; merchant
billing services; and point of sale terminal sales and service. Vital's products
and services are marketed to merchant acquirers through a direct sales force,
which concentrates on developing long-term relationships with existing and
prospective clients.
The Company considers Vital to be an integral part of its overall
processing operations and an important part of its overall market strategy.
Prior to forming the joint venture, TSYS performed back-end merchant processing
services for its clients. The revenues and expenses associated with merchant
processing were included in operating profits. In the ordinary course of
business, TSYS, which still owns the merchant processing software, provides
back-end processing services to Vital. For the three months ended September 30,
2003 and 2002, TSYS generated $5.3 million and $6.1 million of revenue from
Vital, respectively. For the nine months ended September 30, 2003 and 2002, TSYS
generated $16.4 million and $17.2 million of revenue from Vital, respectively.
During the three months ended September 30, 2003, the Company's equity in
income of joint ventures related to Vital was $3.6 million, a 28.2% decrease, or
$1.4 million, compared to $5.0 million for the same period last year. During the
nine months ended September 30, 2003, the Company's equity in income of joint
ventures related to Vital was $12.1 million, a 13.3% decrease, or $1.9 million,
compared to $14.0 million for the same period last year.
In June 2003, TSYS repurchased the 800,000 restricted units of Vital from
TSYS' key executives that TSYS set aside in 2000 for the executives' role in the
development, growth and success of Vital. A detailed discussion is provided in
Related Party Transactions on page 24.
The following is a summary of Vital's consolidated statements of income for
the three and nine months ended September 30, 2003 and 2002:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------ -------------------------------------
2003 2002 2003 2002
----------------- -------------- -------------- ----------------
Revenues $63,560 62,322 189,200 185,525
Operating income 7,530 9,807 24,736 28,084
Net income* 7,618 9,916 25,100 28,528
*Vital is a limited liability company and is taxed in a manner similar to a
partnership; therefore, net income related to Vital does not include income tax
expense
Vital provides products and services through its merchant services
offerings. Vital's revenues are primarily generated from charges based on: the
number of transactions processed; the number of merchant accounts on its
systems; the number of reports provided (electronic and paper) to acquirers and
merchants; and the sale and service of point of sale terminal equipment.
Revenues generated by these activities depend upon a number of factors, such as
demand for and price of Vital's services, the technological competitiveness of
its product offerings, Vital's reputation for providing timely and
- 36 -
Results of Operations (continued)
reliable
service, competition within the industry, and general economic conditions.
Processing contracts with large clients, representing a significant portion
of Vital's total revenues, generally provide for discounts on certain services
based on the volume of transactions processed by the client. Both the number and
type of merchants influence transaction volumes. The growth or loss of merchants
impacts the results of operations from period to period. Vital's operating
results may also be significantly impacted by a customer selling all or a
portion of its merchant acquiring business. Consolidation among financial
institutions has resulted in an increasingly concentrated client base, which
results in revenues being concentrated in a smaller number of clients.
Vital's revenues increased $1.2 million, or 2.0%, and increased $3.7
million, or 2.0%, for the three and nine months ended September 30, 2003,
respectively, compared to the same periods in 2002. The increase in the third
quarter of 2003, as compared to the same period in 2002, included a $548,000
increase in reimbursable items. The remaining increase was primarily the result
of the number of transactions processed in 2003 compared to 2002 partially
offset by price concessions related to the renewal of contracts in 2002 and
2003. The increase in 2003 over 2002 for the nine-month periods was primarily
the result of reimbursable items increasing $3.9 million. Increases in the
number of transactions processed (net of price reductions to certain customers)
and revenues associated with Vital's terminal deployment business also increased
revenues in 2003.
Vital's major expense items include salaries and other personnel expense
and equipment expense. Salaries and other personnel expense, a significant
portion of Vital's operating expenses, consists of the cost of personnel who
develop and maintain processing applications, operate computer networks and
provide customer support; wages and related expenses paid to sales personnel;
non-revenue producing customer support functions and administrative employees
and management.
Other expenses consist primarily of the cost of network telecommunications
capability; transaction processing systems including depreciation and
amortization, maintenance and other system costs; third party service providers
including TSYS and VISA; and terminal equipment cost of sales.
Salaries and other personnel expenses increased $5,786,000, or 48.3% in the
third quarter of 2003 compared to the third quarter 2002 and $6,406,000, or
15.3% on a year to date basis. The increase for both the quarter and the year to
date periods is attributable to increases in the costs of benefit plans and
nonrecurring charges associated with an executive's retirement and termination
of Vital's stock-based compensation plans.
Vital's cost of services decreased $848,000, or 2.4%, for the three months
ended September 30, 2003, compared to the same period in 2002. For the
nine-months ended September 30, 2003, Vital's cost of services increased $2.8
million, or 2.8%, compared to the same period last year. The decrease for the
three-month period was the result of recent decreases in the costs of
telecommunication and other third-party service providers. The increase in the
nine-month period was primarily a result of increases in: the cost of fees
charged by debit network providers; increased reimbursable items and terminal
equipment cost of sales as a result of increased terminal sales.
- 37 -
Results of Operations (continued)
Vital has agreements with both TSYS and VISA to provide key services
related to its business. Vital is dependent on both TSYS and VISA to perform on
their obligations under these agreements. Vital's results of operations could be
significantly impacted by material changes in the terms and conditions of the
agreements with TSYS and VISA, changes in performance standards and the
financial condition of both TSYS and VISA.
Vital, as a limited liability company, is treated similar to a partnership
for income tax purposes. As a result, no provision for current or deferred
income taxes has been made in Vital's financial statements. Vital's taxable
income or loss is reportable on the tax returns of its owners based on their
proportionate interest in Vital.
TSYS de Mexico
The Company has a joint venture with a number of Mexican banks and records
its 49% ownership in the joint venture using the equity method of accounting.
The operation, Total System Services de Mexico, S.A. de C.V. (TSYS de Mexico),
prints statements and provides card-issuing support services to the joint
venture clients.
During the three months ended September 30, 2003, the Company's equity in
income of joint ventures related to TSYS de Mexico was $301,000, a 38.0%
increase, or $83,000, compared to $218,000 for the same period last year. During
the nine months ended September 30, 2003, the Company's equity in income of
joint ventures related to TSYS de Mexico was $797,000, a 17.4% increase, or
$118,000, compared to $679,000 for the same period last year.
TSYS' electronic payment processing revenues from clients based in Mexico
was $10.7 million for the third quarter ended September 30, 2003, a 46.4%
increase over the $7.3 million for the third quarter ended September 30, 2002.
TSYS' electronic payment processing revenues from clients based in Mexico was
$27.8 million for the first nine months ended September 30, 2003, a 36.1%
increase over the $20.4 million for the same period in 2002. The increase in
revenues is primarily attributable to increased account on file growth of
approximately 15.1%.
The Company was notified by its largest client in Mexico that it intends to
utilize its internal global platform and did not renew its processing agreement
with TSYS when it expired in the first quarter of 2003. The processing for this
client deconverted during the third quarter of 2003. The accounts for this
client will remain on TSYS' processing system through October 2003 for
historical references by request of the client. This client in Mexico represents
approximately 56% of TSYS' revenues from Mexico. As a result, management expects
that electronic payment processing revenues for the remainder of 2003 and 2004
from Mexico will decrease when compared to electronic payment processing
revenues from Mexico for 2002 and earlier in 2003.
TSYS pays TSYS de Mexico a processing support fee for certain client
relationship and network services that TSYS de Mexico has assumed from TSYS.
TSYS paid TSYS de Mexico a processing support fee of $180,500 and $231,400 for
the three months ended September 30, 2003 and 2002, respectively. TSYS paid TSYS
de Mexico a processing support fee of $560,400 and $685,100 for the nine months
ended September 30, 2003 and 2002, respectively. Management expects this
processing support fee to decrease, beginning in the fourth quarter of 2003,
with the deconversion of TSYS' largest client in Mexico.
- 38 -
Results of Operations (continued)
Net Income
Net income for the three months ended September 30, 2003 increased 8.2% to
$35.5 million, or basic and diluted earnings per share of $0.18, compared to
$32.8 million, or basic and diluted earnings per share of $0.17, for the same
period in 2002.
Net income for the nine months ended September 30, 2003 increased 12.4% to
$101.6 million, or basic earnings per share of $0.52, compared to $90.3 million,
or basic earnings per share of $0.46, for the same period in 2002. For the first
nine months of 2003, diluted earnings per share was $0.51 compared to $0.46
diluted earnings per share for the same period last year.
The growth in net income for the quarter and nine month period ended
September 30, 2003 was lower than historical growth rates due to a gain on
foreign currency translation of approximately $2.1 million in 2002. Management
evaluates the Company's operating performance based upon net income excluding
foreign currency translation gains and losses. Management believes that net
income excluding foreign currency translation gains or losses is more useful
because foreign currency translation gains or losses are not in management's
control.
Excluding the effect of foreign currency translation gains or losses from
both years, net income growth would have been 13.7% both for the third quarter
of 2003 and the nine-month period ended September 30, 2003, as compared to the
same periods in 2002.
Below is the reconciliation between reported net income and adjusted net
income excluding foreign currency translation gains and losses, net of tax for
the three months and nine months ended September 30, 2003 and 2002:
Three Months Ended Nine Months Ended
September 30, September 30,
- ------------------------------------------------ --- --------------------------------- --------------------------------------
2003 2002 2003 2002
- ------------------------------------------------ --- ---------------- ---------------- ------------------ ----------------
Net income (as reported) $ 35,512,189 32,815,522 101,555,178 90,349,302
Adjustments:
(Gain)/loss on foreign currency
translations, net of tax 164,073 (1,445,824) (607,640) (1,447,710)
---------------- ---------------- ------------------ ----------------
Adjusted net income $ 35,676,262 31,369,698 100,947,538 88,901,592
================ ================ ================== ================
Adjusted basic earnings per share $ 0.18 0.16 0.51 0.45
================ ================ ================== ================
Adjusted diluted earnings per share $ 0.18 0.16 0.51 0.45
================ ================ ================== ================
Net Profit Margin
The Company's net profit margin for the third quarter of 2003 was 13.3%,
compared to 13.8% for the same period last year. The Company's net profit margin
for the nine months ended September 30, 2003 was 13.1%, compared to 12.7% for
the same period last year.
- 39 -
Results of Operations (continued)
Management believes that reimbursable items distort net profit margin as
defined by generally accepted accounting principles. Management evaluates the
Company's operating performance based upon net margin excluding reimbursable
items. Management believes that net profit margin excluding reimbursable items
is more useful because reimbursable items do not impact profitability as the
Company receives reimbursement for expenses incurred on behalf of its clients.
Excluding reimbursable items, the Company's net profit margin for the third
quarter of 2003 was 16.9%, compared to 17.9% for the three months ended
September 30, 2002. Excluding reimbursable items, the Company's net profit
margin for the nine months ended September 30, 2003 was 16.8%, compared to 16.9%
for the same period in 2002.
Below is the reconciliation between reported net profit margin and adjusted
net profit margin excluding reimbursable items for the three months and nine
months ended September 30, 2003 and 2002:
Three Months Ended Nine Months Ended
September 30, September 30,
- --------------------------------------------------- --- ----------------------------------- ---------------------------------------
2003 2002 2003 2002
- --------------------------------------------------- --- ----------------- ----------------- ----------------- -----------------
Net income (a) $ 35,512,189 32,815,522 101,555,178 90,349,302
================= ================= ================= =================
Total revenues (b) $ 266,114,824 239,606,633 775,166,387 709,135,378
================= ================= ================= =================
Net profit margin (as reported) (a)/(b) 13.3% 13.8% 13.1% 12.7%
================= ================= ================= =================
Revenue before reimbursable items (c) $ 210,374,177 183,174,614 606,313,924 535,555,143
================= ================= ================= =================
Adjusted net profit margin (a)/(c) 16.9% 17.9% 16.7% 16.9%
================= ================= ================= =================
Projected Outlook for 2003
TSYS expects its 2003 net income to exceed its 2002 net income by 12-15%.
The assumptions underlying 2003's net income forecast are an increase in
revenues (excluding reimbursables) between 9-10%, an internal growth rate of
accounts on file of existing clients of approximately 11% and a continued focus
on expense management.
Liquidity and Capital Resources
The Consolidated Statements of Cash Flows detail the Company's cash flows
from operating, investing and financing activities. TSYS' primary method of
funding its operations and growth has been cash generated from current
operations and the use of leases and the occasional use of borrowed funds to
supplement financing of capital expenditures.
Cash Flows From Operating Activities
TSYS' main source of funds is derived from operating activities,
specifically net income. During the nine months ended September 30, 2003, the
Company generated $169.7 million in cash from operating activities compared to
$138.2 million for the same period last year.
On March 3, 2003, the Company announced that Bank One selected TSYS to
upgrade its credit card processing. As part of that agreement, the Company
received a $30 million payment from Bank One, which is included in billings in
excess of costs and profit on uncompleted contracts on the balance sheet.
- 40 -
Liquidity and Capital Resources (continued)
Cash Flows From Investing Activities
The major uses of cash generated from operations have been the addition of
property and equipment, the internal development and purchase of computer
software, investments in contract acquisition costs associated with servicing
new or existing clients, and business acquisitions. The Company used $207.3
million in cash for investing activities for the nine months ended September 30,
2003, compared to $70.7 million for the same period in 2002.
Property and Equipment
Capital expenditures for property and equipment during the three month
period ended September 30, 2003 were $6.1 million, compared to $5.2 million
during the same period last year. For the first nine months of 2003, capital
expenditures for property and equipment were $113.5 million, compared to $13.0
million during the same period last year. The increase in capital expenditures
in 2003 is due to the purchase of the corporate campus. A detailed discussion of
TSYS' synthetic lease for its corporate campus and subsequent termination of the
lease in 2003 is provided in Off-Balance Sheet Arrangements on page 25.
On July 30, 2003, the Company announced the groundbreaking for a new TSYS
data center in Knaresborough, England. The 47,000 square-foot facility will
replace the current center in Harrogate, England. It will be built on three
acres and includes 15,000 square feet of office space. The new data center is
estimated to cost approximately $30 million and should be completed by the end
of the fourth quarter of 2004.
Purchased Computer Software
Expenditures for purchased computer software were $15.7 million for the
three months ended September 30, 2003, compared to $2.9 million for the same
period in 2002. For the first nine months of 2003, the Company had expenditures
for purchased computer software of $35.7 million compared to $22.7 million for
the same period in 2002. These additions relate to annual site licenses for
mainframe processing systems whose fees are based upon a measure of TSYS'
computer processing capacity, commonly referred to as millions of instructions
per second (MIPs).
Software Development Costs
Additions to capitalized software development costs, including enhancements
to and development of TS2 processing systems, were $4.9 million for the three
month period ended September 30, 2003, compared to $5.7 million for the same
period in 2002. For the first nine months of 2003, additions to capitalized
software development costs were $13.9 million compared to $21.6 million for the
same period in 2002. The decline in the amount capitalized as software
development costs in 2003, as compared to 2002, is the result of several
projects being completed in 2002.
The following is a summary of the additions to software development costs
by project for the three and nine months ended September 30, 2003 and 2002:
- 41 -
Liquidity and Capital Resources (continued)
Three Months Ended Nine Months Ended
September 30, September 30,
Software Development Projects ------------------------------ -------------------------
(in millions) 2003 2002 2003 2002
---------------------------------------------- ------------ ----------- ----------- ---------
TSYS ProphIT $ 3.6 2.3 10.4 6.4
Integrated Payments 0.3 1.5 0.7 4.4
Double Byte - 0.9 0.5 4.9
TSYS Total Commerce - 0.7 - 3.0
Other Capitalized Software Development Costs
1.0 0.3 2.3 2.9
---------------------------------------------- ------------ ----------- --------- --------
Total $4.9 5.7 13.9 21.6
============ =========== ========= ========
The Company continues to develop TSYS ProphITSM, a Web-based process
management system that provides direct access to account information and other
system interfaces to help streamline an organization's business processes. TSYS
ProphIT is currently being offered to TSYS' processing clients with general
release of the core platform in the fourth quarter of 2003. Continued
development of TSYS ProphIT provides increased and enhanced functionality to the
core platform, to include additional customer service functions. The Company
anticipates future integration of TSYS ProphIT into its other platforms
beginning in 2004. The Company capitalized approximately $3.6 million for the
three months ended September 30, 2003 on TSYS ProphIT, bringing the total
capitalized in 2003 to $10.4 million. The Company has invested a total of $25.7
million since the project began.
The Company is developing its Integrated Payments Platform supporting the
online and offline debit and stored value markets, which will give clients
access to all national and regional networks, EBT programs, ATM driving and
switching services for online debit processing. The Company capitalized
approximately $314,000 for the three months ended September 30, 2003 on these
additional systems, bringing the total capitalized in 2003 to $738,000. The
Company has invested a total of $7.7 million since the project began. The
Company expects to complete the system in phases. Phase 1 is expected to be
completed during the fourth quarter of 2003.
Due to the complexity of the differences between the English language and
Asian languages, computer systems require two bytes to store an Asian character
compared to one byte in the English language. With the opening of a branch
office in Japan to facilitate its marketing of card processing services, TSYS
began modifying its current TS2 system to be able to accommodate language and
currency differences with Asia, commonly referred to as the "double byte
project." The Company capitalized a total of $532,000 in 2003. The Company has
invested a total of $10.1 million since the project began. The Company has
substantially completed the core double-byte architecture.
The Company developed a new commercial card system, TSYS Total Commerce,
which was built upon the architectural design of TS2. The new system provides
enhanced reporting for multi-languages/currencies, and global commercial card
processing for multinational corporations on a single platform. The Company has
invested a total of $36.9 million. The Company placed the new system in service
in late 2002.
- 42 -
Liquidity and Capital Resources (continued)
Acquisition
On April 28, 2003, TSYS announced the acquisition of ESC for $36.0 million
in cash. The Company has allocated approximately $26.0 million to goodwill,
approximately $8.2 million to intangibles and the remaining amount to the net
assets acquired. ESC provides targeted loyalty consulting and travel, as well as
gift card and merchandise reward programs to more than 40 national and regional
financial institutions in the United States. The Company believes the
acquisition of ESC enhances TSYS processing services by adding distinct value
differentiation for TSYS and its clients.
Contract Acquisition Costs
TSYS makes cash payments for processing rights, third-party development
costs and other direct salary related costs in connection with converting new
customers to the Company's processing systems. The Company's investments in
contract acquisition costs were $4.6 million for the three months ended
September 30, 2003, and $6.7 million for the three months ended September 30,
2002. The Company made a cash payment for processing rights of $1.5 million
during the three months ended September 30, 2003. Cash payments for processing
rights were $1.4 million for the three months ended September 30, 2002.
Conversion cost additions were $3.1 million and $5.3 million for the three
months ended September 30, 2003 and 2002, respectively.
The Company's investments in contract acquisition costs were $17.9 million
for the nine months ended September 30, 2003, and $34.3 million for the nine
months ended September 30, 2002. Cash payments for processing rights were $4.5
million and $22.9 million for the nine months ended September 30, 2003 and 2002,
respectively. Conversion cost additions were $13.4 million and $11.4 million for
the nine months ended September 30, 2003 and 2002, respectively.
Cash Flows From Financing Activities
The major use of cash for financing activities has been the payment on
long-term debt, the payment of dividends and the purchase of stock under the
stock repurchase plan as described below. The main source of cash from financing
activities has been the occasional use of borrowed funds. Net cash used in
investing activities for the nine months ended September 30, 2003 was $16.5
million mainly as a result of the purchase of common stock and dividends. The
Company used $9.2 million in cash for financing activities for the nine months
ended September 30, 2002 primarily for the payment of cash dividends.
Stock Repurchase Plan
On April 15, 2003, TSYS announced that its board had approved a stock
repurchase plan to purchase up to 2 million shares, which represents slightly
more than five percent of the shares of TSYS stock held by shareholders other
than Synovus. The shares may be purchased from time to time over the next two
years will depend on various factors including price, market conditions,
acquisitions and the general financial position of TSYS. Repurchased shares will
be used for general corporate purposes. Through September 30, 2003, the Company
has purchased 512,900 shares at an average cost of $18.49 per share.
Line of Credit
In connection with the purchase of the campus, TSYS obtained a $45.0
million long-term line of credit from a banking affiliate of Synovus. A detailed
discussion is included in Related Party Transactions on page 24.
- 43 -
Liquidity and Capital Resources (continued)
Dividends
The Company has paid a dividend for 56 consecutive quarters. Dividends on
common stock of $3.9 million were paid during the three months ended September
30, 2003, bringing the total paid in 2003 to $10.8 million. On April 17, 2003,
the Company announced a 14.3% increase in its quarterly dividend from $0.0175 to
$0.0200 per share. On April 18, 2002, the Company announced a 16.7% increase in
its quarterly dividend from $0.0150 to $0.0175 per share.
Significant Noncash Transaction
Effective January 1, 2002, TSYS acquired TDM from Synovus in exchange for
2,175,000 newly issued shares of TSYS common stock with a market value of $43.5
million. TDM now operates as a wholly owned subsidiary of TSYS. This transaction
increased Synovus' ownership of TSYS to 81.1% in 2002.
On October 15, 2002 the board of directors of TSYS approved the purchase of
ProCard, Inc. (ProCard) from Synovus for $30.0 million in cash. On November 1,
2002, TSYS completed the acquisition. ProCard is a leading provider of software
and Internet tools designed to assist organizations with the management of
purchasing, travel and fleet card programs. ProCard's software solutions have
been integrated into TSYS' processing solutions and offer TSYS the opportunity
to further expand its services to ProCard's clients.
Because the acquisitions of TDM and ProCard were transactions between
entities under common control, the Company is reflecting the acquisitions at
historical cost in accordance with SFAS 141. In accordance with the provisions
of SFAS 141, TSYS restated its financial statements for the periods that Synovus
controlled both ProCard and TSYS for the ProCard acquisition only.
Foreign Exchange
TSYS operates internationally and is subject to potentially adverse
movements in foreign currency exchange rates. Since December 2000, TSYS has not
entered into foreign exchange forward contracts to reduce its exposure to
foreign currency rate changes.
Impact of Inflation
Although the impact of inflation on its operations cannot be precisely
determined, the Company believes that by controlling its operating expenses, and
by taking advantage of more efficient computer hardware and software, it can
minimize the impact of inflation.
Working Capital
TSYS may seek additional external sources of capital in the future. The
form of any such financing will vary depending upon prevailing market and other
conditions and may include short-term or long-term borrowings from financial
institutions or the issuance of additional equity and/or debt securities such as
industrial revenue bonds. However, there can be no assurance that funds will
available on terms acceptable to TSYS. Management expects that TSYS will
continue to be able to fund a significant portion of its capital expenditure
needs through internally generated cash in the future, as evidenced by TSYS'
current ratio of 1.8:1. At September 30, 2003, TSYS had working capital of
$102.8 million compared to $152.0 million at December 31, 2002.
- 44 -
Recent Accounting Pronouncements
In June 2001, the FASB issued Statement No. 143 (SFAS No. 143), "Accounting
for Asset Retirement Obligations." SFAS No. 143 requires the Company to record
the fair value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development,
and/or normal use of the assets. The Company must also record a corresponding
asset that depreciates over the life of the asset. Subsequent to the initial
measurement of the asset retirement obligation, the obligation will be adjusted
at the end of each period to reflect the passage of time and changes in the
estimated future cash flows underlying the obligation. The Company adopted SFAS
No. 143 on January 1, 2003. The adoption of SFAS 143 did not have a material
effect on the Company's financial position, results of operations or cash flows.
In April 2002, the FASB issued Statement No. 145 (SFAS No. 145),
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections." SFAS No. 145 amends existing guidance on
reporting gains and losses on the extinguishment of debt to prohibit the
classification of the gain or loss as extraordinary, as the use of such
extinguishments have become part of the risk management strategy of many
companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback
accounting for certain lease modifications that have economic effects similar to
sale-leaseback transactions. The provisions of the Statement related to the
rescission of Statement No. 4 are applied in fiscal years beginning after May
15, 2002. The provisions of the Statement related to Statement No. 13 were
effective for transactions occurring after May 15, 2002. The adoption of SFAS
145 did not have a material effect on the Company's financial position, results
of operations or cash flows.
In June 2002, the FASB issued Statement No. 146 (SFAS No. 146),"Accounting
for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS No. 146 did not have a material effect on the
Company's financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. Interpretation No. 45 also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and the disclosure requirements are effective for financial statements
of interim or annual periods ending after December 15, 2002. The adoption of
Interpretation No. 45 did not have a material effect on the Company's financial
position, results of operations or cash flows.
At the November 21, 2002 Emerging Issues Task Force (EITF) meeting, the
Task Force ratified as a consensus the tentative conclusions it reached at the
October 25, 2002 EITF meeting regarding Emerging Issues Task Force No. 00-21
(EITF No. 00-21), "Accounting for Revenue Arrangements with Multiple
Deliverables." EITF No. 00-21 addresses certain aspects of the accounting by a
vendor for
- 45 -
Recent Accounting Pronouncements (continued)
arrangements under which it will perform multiple revenue-generating activities.
Those activities may involve the delivery or performance of multiple products,
services, and/or rights to use assets, and performance may occur at different
points in time or over different periods of time. The arrangements are often
accompanied by initial installation, initiation, or activation services and
generally involve either a fixed fee or a fixed fee coupled with a continuing
payment stream. The continuing payment stream generally corresponds to the
continuing performance and may be fixed, variable based on future performance,
or composed of a combination of fixed and variable payments. EITF No. 00-21
addresses how to account for those arrangements. EITF No. 00-21 is effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. Entities may also elect to report the change in accounting as a cumulative
effect adjustment, in which case disclosure should be made in periods subsequent
to the date of initial application of the amount of recognized revenue that was
previously included in the cumulative effect adjustment. The adoption of EITF
00-21 did not significantly impact the Company's financial position, results of
operations or cash flows.
In December 2002, the FASB issued Statement No. 148 (SFAS No. 148),
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123." SFAS No. 148 amends FASB Statement No. 123
(SFAS No. 123), "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements. Certain of the
disclosure modifications are required beginning with the fiscal years ending
after December 15, 2002 and are included in the notes to the consolidated
financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. For enterprises such as the Company with a
variable interest in a variable interest entity created before February 1, 2003,
the Interpretation is applied to the enterprise in the first reporting period
after December 15, 2003. A detailed discussion of TSYS' synthetic lease for its
corporate campus and subsequent termination of the lease in 2003 is provided in
Off-Balance Sheet Arrangements on page 25.
In April 2003, the FASB issued Statement No. 149 (SFAS No. 149), "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement is effective for contracts entered into or modified
after June 30, 2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated below, all
provisions of this Statement will be applied prospectively. The provisions of
this Statement that relate to Statement 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with their respective effective dates. In addition,
forward purchases or sales of when-issued securities or other securities that do
not yet exist, should be applied to both existing contracts and new contracts
entered into after June 30, 2003. The adoption of SFAS No. 149 did not impact
the Company's financial position, results of operations or cash flows.
- 46 -
Recent Accounting Pronouncements (continued)
In May 2003, the FASB issued Statement No. 150 (SFAS No. 150), "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some of the provisions
of this Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, "Elements of Financial Statements." SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption. Restatement is not
permitted. The adoption of SFAS No. 150 did not impact the Company's financial
position, results of operations or cash flows.
Forward-Looking Statements
Certain statements contained in this filing which are not statements of
historical fact constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act (the Act). These forward-looking
statements include, among others, statements regarding the expected expansion of
its position in the consumer card, debit card, retail card and commercial card
arenas, TSYS' belief with respect to the uniqueness of the TSYS/Sears processing
relationship, the projected impact of TSYS' agreement with Bank One on its
earnings per share for 2004 and 2005 and thereafter through the payment term of
the license, the expected growth in net income for the year 2003, the expected
cost and time of completion of the new data center located in England, the
expected completion dates for new processing systems and the assumptions
underlying such statements, including, with respect to TSYS' expected increase
in net income for 2003; an increase in revenues (excluding reimbursables)
between 9-10%; an internal growth rate of accounts of existing clients of
approximately 11%; and continued focus on expense management. In addition,
certain statements in future filings by TSYS with the Securities and Exchange
Commission, in press releases, and in oral and written statements made by or
with the approval of TSYS which are not statements of historical fact constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenue, income or loss, earnings or loss per share, the payment or nonpayment
of dividends, capital structure and other financial items; (ii) statements of
plans and objectives of TSYS or its management or Board of Directors, including
those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements.
Words such as "believes," "anticipates," "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
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Forward-Looking Statements (continued)
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. A number of important factors
could cause actual results to differ materially from those contemplated by the
forward-looking statements in this filing. Many of these factors are beyond
TSYS' ability to control or predict. The factors include, but are not limited
to: (i) delays in converting Bank One to TSYS' platforms; (ii) TSYS is unable to
modify its software to meet Bank One's specifications; (iii) TSYS' software is
unable to operate in Bank One's operating environment; (iv) revenues are lower
than anticipated; (v) adverse developments with respect to TSYS' sub-prime or
retail clients; (vi) lower than anticipated internal growth rates for TSYS'
existing clients; (vii) TSYS' inability to control expenses and increase market
share; (viii) TSYS' inability to successfully bring new products to market,
including, but not limited to stored value products, e-commerce products, loan
processing products and other processing services; (ix) the inability of TSYS to
grow its business through acquisitions or successfully integrate acquisitions;
(x) TSYS' inability to increase the revenues derived from international sources;
(xi) adverse developments with respect to entering into contracts with new
clients and retaining current clients; (xii) the merger of TSYS clients with
entities that are not TSYS clients or the sale of portfolios by TSYS clients to
entities that are not TSYS clients; (xiii) TSYS' inability to anticipate and
respond to technological changes, particularly with respect to e-commerce; (xiv)
adverse developments with respect to the successful conversion of clients; (xv)
the absence of significant changes in foreign exchange spreads between the
United States and the countries TSYS transacts business in, to include Mexico,
United Kingdom, Japan, Canada and the European Union; (xvi) changes in consumer
spending, borrowing and saving habits, including a shift from credit to debit
cards; (xvii) changes in laws, regulations, credit card association rules or
other industry standards affecting TSYS' business which require significant
product redevelopment efforts; (xviii) the effect of changes in accounting
policies and practices as may be adopted by the Financial Accounting Standards
Board or the Securities and Exchange Commission; (xix) the costs and effects of
litigation; (xx) adverse developments with respect to the credit card industry
in general; (xxi) TSYS' inability to successfully manage any impact from slowing
economic conditions or consumer spending; (xxii) the occurrence of catastrophic
events that would impact TSYS' or its major customers' operating facilities,
communications systems and technology, or that has a material negative impact on
current economic conditions or levels of consumer spending; (xxiii) successfully
managing the potential both for patent protection and patent liability in the
context of rapidly developing legal framework for expansive software patent
protection; (xxiv) hostilities increase in the Middle East or elsewhere; (xxv)
Vital's earnings are lower than anticipated; and (xxvi) overall market
conditions.
Such forward-looking statements speak only as of the date on which such
statements are made, and TSYS undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
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TOTAL SYSTEM SERVICES, INC.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
TSYS is exposed to foreign exchange risk because it has assets,
liabilities, revenues and expenses denominated in foreign currencies including
the Euro, British Pound, Mexican Peso, Canadian Dollar and Japanese Yen. These
currencies are translated into U.S. dollars at current exchange rates, except
for revenues, costs and expenses, and net income, which are translated at the
average exchange rates for each reporting period. Net exchange gains or losses
resulting from the translation of assets and liabilities of TSYS' foreign
operations, net of tax, are accumulated in a separate section of shareholders'
equity titled accumulated other comprehensive income or loss. The amount of
other comprehensive income for the three months ended September 30, 2003 was
$470,000, compared to $70,000 for the three months ended September 30, 2002. The
amount of other comprehensive income for the nine months ended September 30,
2003 was $2.1 million, compared to $3.1 million for the nine months ended
September 30, 2002. Currently, TSYS does not use financial instruments to hedge
its exposure to exchange rate changes.
The carrying value of the net assets of its foreign operations in Europe,
Mexico, Canada and Japan was approximately (in U.S. dollars) $111.9 million,
$3.6 million, $176,000 and $10.7 million, respectively, at September 30, 2003.
The Company also records foreign currency translation adjustments
associated with other balance sheet accounts. The Company maintains several cash
accounts denominated in foreign currencies, primarily in Euros and British Pound
Sterling (BPS). As the Company translates the foreign-denominated cash balances
into US dollars, the translated cash balance is adjusted upward or downward
depending upon the foreign currency exchange movements. The upward or downward
adjustment is recorded as a gain or loss on foreign currency translation in the
Company's statements of income. As those cash accounts have increased, the
upward or downward adjustments have increased. The majority of the translation
gain of $916,000 for the first nine months of September 30, 2003 relates to the
translation of cash accounts. The balance of the foreign-denominated cash
accounts subject to risk of translation gains or losses at September 30, 2003
was approximately $364,000, the majority of which is denominated in BPS.
The following represents the potential effect on income before income taxes
of hypothetical shifts in the foreign currency exchange rate between the BPS and
the U.S. dollar of plus or minus 100 basis points, 500 basis points and 1,000
points based on the foreign-denominated cash account balance at September 30,
2003.
---------------------------------------------------------------------------------------------
Effect of Basis Point Change
---------------------------------------------------------------------------------------------
Increase in basis point of Decrease in basis point of
--------------- ----------------- ---------------- ------------ -------------- --------------
100 500 1,000 100 500 1,000
--------------- ----------------- ---------------- ------------ -------------- --------------
Effect on income before income
taxes $ (3,600) (18,200) (36,400) 3,600 18,200 36,400
--------------- ----------------- ---------------- ------------ -------------- --------------
The foreign currency risks associated with other currencies is not
significant.
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TOTAL SYSTEM SERVICES, INC.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk (continued)
Interest Rate Risk
TSYS is also exposed to interest rate risk associated with the investing of
available cash and the use of long-term debt associated with its line of credit
as discussed below. TSYS invests available cash in conservative short-term
instruments and is primarily subject to changes in the short-term interest
rates.
In connection with the purchase of the campus, TSYS obtained a $45.0
million long-term line of credit from a banking affiliate of Synovus. The line
is an automatic draw down facility. The interest rate for the line of credit is
the London Interbank Offered Rate (LIBOR) plus 150 basis points. In addition,
there is a charge of 15 basis points on any funds unused. As the LIBOR rate
changes, TSYS will be subject to interest rate risk. At September 30, 2003, TSYS
did not have an outstanding balance on the line of credit.
Concentration of Credit Risk
TSYS works to maintain a large and diverse client base across various
industries to minimize the credit risk of any one client to TSYS' accounts
receivable amounts. In addition, TSYS performs ongoing credit evaluations of its
certain clients' and certain suppliers' financial condition. TSYS does, however,
have two major customers that account for a large portion of its revenues, which
subject it to credit risk.
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TOTAL SYSTEM SERVICES, INC.
Item 4 - Management's Analysis of Disclosure Controls and Procedures
We have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
quarterly report as required by Rule 13a-15 of the Securities Exchange Act of
1934, as amended. This evaluation was carried out under the supervision and with
the participation of our management, including our principal executive officer
and principal financial officer. Based on this evaluation, these officers have
concluded that the design and operation of our disclosure controls and
procedures are effective alerting them in timely fashion to material information
relating to TSYS (including its consolidated subsidiaries) required to be
included in our periodic Securities and Exchange Commission filings. There have
been no changes in TSYS' internal control over financial reporting, which could
materially affect, or are reasonably likely to materially affect, internal
control over financial reporting.
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TOTAL SYSTEM SERVICES, INC.
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit Number Description
----------------- -------------------------------------------
31.1 Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
b) Forms 8-K since the previous Form 10-Q filing.
1. The report dated October 14, 2003 included the following event:
On October 14, 2003, Total System Services, Inc. ("Registrant")
issued a press release and held an investor call and webcast to
disclose financial results for the third quarter ended September
30, 2003.
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TOTAL SYSTEM SERVICES, INC.
SIGNATURES
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 thereunto duly authorized.
TOTAL SYSTEM SERVICES, INC.
Date: November 12, 2003 by: /s/ Richard W. Ussery
----------------------------
Richard W. Ussery
Chairman of the Board
and Chief Executive Officer
Date: November 12, 2003 by: /s/ James B. Lipham
----------------------------
James B. Lipham
Chief Financial Officer
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TOTAL SYSTEM SERVICES, INC.
Exhibit Index
Exhibit Number Description
-------------------- --------------------------------------------------
31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief
Financial Officer
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