UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE | |
| ACT OF 1934 |
For the transition period from to
Commission File Number 0-30791
eFunds Corporation
| Delaware | 39-1506286 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
| Gainey Center II | ||
| 8501 N. Scottsdale Road, Suite 300 | ||
| Scottsdale, Arizona | 85253 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 629-7700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares outstanding of the registrants common stock, par value $.01 per share, at November 6, 2003 was 47,094,963
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
eFUNDS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | |||||||||||
| September 30, | December 31, | ||||||||||
| (dollars in thousands) | 2003 | 2002 | |||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 172,121 | $ | 119,487 | |||||||
Deposits subject to compensating balance arrangements |
421 | 1,133 | |||||||||
Restricted custodial cash |
1,082 | 3,046 | |||||||||
Accounts receivable net |
58,544 | 59,311 | |||||||||
Deferred income taxes |
11,375 | 11,580 | |||||||||
Prepaid expenses and other current assets |
12,020 | 17,865 | |||||||||
Assets held for sale |
1,372 | 13,310 | |||||||||
Total current assets |
256,935 | 225,732 | |||||||||
Property and equipment net |
49,704 | 50,764 | |||||||||
Long-term investments |
2,556 | 3,758 | |||||||||
Intangibles: |
|||||||||||
Goodwill |
116,254 | 114,036 | |||||||||
Other intangible assets net |
59,168 | 61,836 | |||||||||
Total intangibles net |
175,422 | 175,872 | |||||||||
Other non-current assets |
3,015 | 3,292 | |||||||||
Total non-current assets |
230,697 | 233,686 | |||||||||
Total assets |
$ | 487,632 | $ | 459,418 | |||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 22,027 | $ | 33,074 | |||||||
Accrued liabilities |
47,595 | 30,461 | |||||||||
Accrued contract losses |
3,162 | 7,578 | |||||||||
Deferred revenue |
6,456 | 3,423 | |||||||||
Long-term debt due within one year |
6,986 | 1,401 | |||||||||
Total current liabilities |
86,226 | 75,937 | |||||||||
Long-term debt |
1,525 | 1,338 | |||||||||
Deferred income taxes |
9,185 | 9,202 | |||||||||
Other long-term liabilities |
4,568 | 9,421 | |||||||||
Total liabilities |
101,504 | 95,898 | |||||||||
Commitments and contingencies (Notes 10 & 11)
|
|||||||||||
Stockholders equity: |
|||||||||||
Preferred stock $.01 par value; 100,000,000 shares authorized; no shares
issued and outstanding |
| | |||||||||
Common stock $.01 par value (authorized: 250,000,000 shares; issued and
outstanding: 46,969,535 shares at September 30, 2003 and 46,702,496 at
December 31, 2002) |
470 | 467 | |||||||||
Additional paid-in capital |
413,602 | 411,451 | |||||||||
Accumulated deficit |
(27,678 | ) | (46,495 | ) | |||||||
Accumulated other comprehensive loss |
(266 | ) | (1,903 | ) | |||||||
Stockholders equity |
386,128 | 363,520 | |||||||||
Total liabilities and stockholders equity |
$ | 487,632 | $ | 459,418 | |||||||
See Notes to Condensed Consolidated Financial Statements
1
eFUNDS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||
| (in thousands, except per share amounts) | 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Net revenue |
$ | 133,141 | $ | 143,995 | $ | 396,625 | $ | 411,463 | |||||||||||
Operating expenses: |
|||||||||||||||||||
Processing, communication, and service costs |
58,037 | 63,041 | 173,682 | 166,939 | |||||||||||||||
Employee costs |
44,391 | 42,658 | 136,404 | 139,375 | |||||||||||||||
Depreciation and amortization |
8,424 | 9,083 | 26,047 | 28,326 | |||||||||||||||
Other operating costs |
9,714 | 9,644 | 34,426 | 28,837 | |||||||||||||||
Restructuring and asset impairment charges |
2,645 | 6,079 | 2,645 | 16,525 | |||||||||||||||
Reversal of provision for contract losses |
(2,250 | ) | (2,000 | ) | (2,250 | ) | (2,000 | ) | |||||||||||
Total operating expenses |
120,961 | 128,505 | 370,954 | 378,002 | |||||||||||||||
Income from operations |
12,180 | 15,490 | 25,671 | 33,461 | |||||||||||||||
Other income (expense) net |
(915 | ) | (233 | ) | (55 | ) | 372 | ||||||||||||
Income before income taxes |
11,265 | 15,257 | 25,616 | 33,833 | |||||||||||||||
Provision for income taxes |
(2,193 | ) | (4,586 | ) | (6,799 | ) | (10,160 | ) | |||||||||||
Net income |
$ | 9,072 | $ | 10,671 | $ | 18,817 | $ | 23,673 | |||||||||||
Weighted average shares outstanding |
46,848 | 46,630 | 46,769 | 46,561 | |||||||||||||||
Weighted average shares and potential dilutive shares outstanding |
47,442 | 46,644 | 47,006 | 46,861 | |||||||||||||||
Net income per share basic |
$ | 0.19 | $ | 0.23 | $ | 0.40 | $ | 0.51 | |||||||||||
Net income per share diluted |
$ | 0.19 | $ | 0.23 | $ | 0.40 | $ | 0.51 | |||||||||||
See Notes to Condensed Consolidated Financial Statements
2
eFUNDS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| (in thousands) | 2003 | 2002 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 18,817 | $ | 23,673 | ||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation |
10,917 | 13,918 | ||||||||||
Amortization of intangibles |
15,130 | 14,408 | ||||||||||
Loss on impairment or disposals of assets |
1,637 | 8,249 | ||||||||||
Deferred income taxes |
188 | 2,417 | ||||||||||
Changes in assets and liabilities: |
||||||||||||
Restricted custodial cash |
1,964 | (5,444 | ) | |||||||||
Accounts receivable |
767 | 9,235 | ||||||||||
Accounts payable |
(11,047 | ) | 9,487 | |||||||||
Accrued contract losses |
(4,416 | ) | (6,307 | ) | ||||||||
Deferred revenue |
3,033 | (7,498 | ) | |||||||||
Other assets and liabilities |
20,326 | (4,733 | ) | |||||||||
Net cash provided by operating activities |
57,316 | 57,405 | ||||||||||
Cash flows from investing activities: |
||||||||||||
Capital expenditures |
(15,133 | ) | (17,805 | ) | ||||||||
Acquisitions, including contingent consideration |
(2,218 | ) | (35,184 | ) | ||||||||
Proceeds from sale of property and equipment |
11,938 | | ||||||||||
Other |
| 141 | ||||||||||
Net cash used in investing activities |
(5,413 | ) | (52,848 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Payments on long-term debt |
(1,220 | ) | (2,298 | ) | ||||||||
Issuance of common stock |
1,951 | 2,774 | ||||||||||
Net cash provided by financing activities |
731 | 476 | ||||||||||
Net increase in cash and cash equivalents |
52,634 | 5,033 | ||||||||||
Cash and cash equivalents at beginning of period |
119,487 | 101,871 | ||||||||||
Cash and cash equivalents at end of period |
$ | 172,121 | $ | 106,904 | ||||||||
Supplemental disclosures: |
||||||||||||
Cash paid for income taxes |
$ | 1,333 | $ | 3,876 | ||||||||
Noncash investing and financing activities: |
||||||||||||
Purchase of assets under capital lease obligations |
$ | 5,795 | $ | | ||||||||
See Notes to Condensed Consolidated Financial Statements
3
eFUNDS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION:
eFunds Corporation and its wholly-owned subsidiaries (the Company) provide transaction processing, risk management and professional services to financial institutions, retailers, electronic funds transfer networks and government agencies. The Company has four operating segments: Electronic Payments; Automated Teller Machine (ATM) Management; Risk Management; and Global Outsourcing. The Electronic Payments segment provides electronic funds transfer (EFT) software, software applications development, maintenance and installation, EFT processing services, including automated clearinghouse (ACH) processing as well as electronic benefit transfer (EBT) services for government agencies. The ATM Management segment provides ATM deployment, management and branding services. The Risk Management segment provides risk management based data and other products to financial institutions, retailers and other businesses that assist in detecting fraud and assessing the risk of opening a new account or accepting a check. The Global Outsourcing segment provides information technology services and business process outsourcing services.
The unaudited condensed consolidated financial statements of the Company for the three and nine month periods ended September 30, 2003 and 2002 have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All material intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for a full year. Certain amounts in prior periods have been reclassified to conform to the current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2002 included in the Companys 2002 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC).
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES:
New Accounting Pronouncements
In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No. 00-21 did not have a material effect on the Companys consolidated financial position or results of operations.
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. Interpretation No. 46 prescribes how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. This interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. Interpretation No. 46 is effective immediately for variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. The interpretation applies in the first fiscal year or interim period beginning after December 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company does not believe the adoption of Interpretation No. 46 will have a material impact on its financial position or results of operations.
Employee Stock-Based Compensation
Until 2000, the Companys employees participated in the stock incentive program of Deluxe Corporation, its former parent company. In connection with the Companys initial public offering and its subsequent spin-off from Deluxe, the Company adopted new stock incentive programs for the benefit of its employees. The Company accounts for those plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
4
Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost for options granted under those plans is reflected in net income, as all of these options had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provision of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to its stock-based employee compensation.
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| (in thousands, except per share amounts) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income, as reported |
$ | 9,072 | $ | 10,671 | $ | 18,817 | $ | 23,673 | |||||||||
Total stock-based employee compensation
expense determined under fair value
based method for all awards, net of tax |
(719 | ) | (980 | ) | (2,011 | ) | (4,450 | ) | |||||||||
Pro forma net income |
$ | 8,353 | $ | 9,691 | $ | 16,806 | $ | 19,223 | |||||||||
Earnings per share: |
|||||||||||||||||
Basic-as reported |
$ | 0.19 | $ | 0.23 | $ | 0.40 | $ | 0.51 | |||||||||
Basic-pro forma |
$ | 0.18 | $ | 0.21 | $ | 0.36 | $ | 0.41 | |||||||||
Diluted-as reported |
$ | 0.19 | $ | 0.23 | $ | 0.40 | $ | 0.51 | |||||||||
Diluted-pro forma |
$ | 0.18 | $ | 0.21 | $ | 0.36 | $ | 0.41 | |||||||||
For purposes of applying SFAS No. 123, the weighted average estimated fair value of stock options granted during the three and nine month periods ended September 30, 2003 was $5.11 and $3.82, respectively, and $4.72 and $6.07 for the same periods in 2002. This value was estimated at the option grant date using a Black-Scholes option-pricing model.
NOTE 3 INTANGIBLES:
Intangible assets consist primarily of goodwill, capitalized software costs and acquired contracts. Other intangible assets, both acquired and developed, subject to amortization were as follows:
| September 30, 2003 | December 31, 2002 | |||||||||||||||||||||||||||
| Wtd. Avg. | ||||||||||||||||||||||||||||
| Amort. | Gross | Gross | ||||||||||||||||||||||||||
| Period | Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||||
| (dollars in thousands) | In Years | Amounts | Amortization | Net | Amounts | Amortization | Net | |||||||||||||||||||||
Software-internal use |
3.8 | $ | 79,264 | $ | (49,361 | ) | $ | 29,903 | $ | 69,111 | $ | (39,672 | ) | $ | 29,439 | |||||||||||||
Acquired contracts |
13.8 | 22,263 | (3,099 | ) | 19,164 | 22,262 | (1,455 | ) | 20,807 | |||||||||||||||||||
Other |
4.8 | 75,404 | (65,303 | ) | 10,101 | 73,353 | (61,763 | ) | 11,590 | |||||||||||||||||||
| $ | 176,931 | $ | (117,763 | ) | $ | 59,168 | $ | 164,726 | $ | (102,890 | ) | $ | 61,836 | |||||||||||||||
For the three and nine month periods ended September 30, 2003, amortization expense for intangible assets was $4.9 million and $15.1 million, respectively, and $4.7 million and $14.4 million for the three and nine month periods ended September 30, 2002, respectively. The estimated annual amortization expense for intangible assets held at September 30, 2003 is $17 million, $12 million, $7 million and $4 million for the years 2004, 2005, 2006 and 2007, respectively, and the estimated amortization for the remaining three months of 2003 is $4 million.
The change in the carrying amount of goodwill for the nine months ended September 30, 2003 is as follows: