SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
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 No. 001-16427
Certegy Inc.
(Exact name of registrant as specified in its charter)
| Georgia | 58-2606325 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 11720 Amber Park Drive Alpharetta, Georgia | 30004 | |
| (Address of principal executive offices) | (Zip Code) | |
(678) 867-8000
(Registrants telephone number, including area code)
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 ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Title of each class |
Number of shares outstanding at April 30, 2004 | |
| Common stock, $0.01 par value | 63,612,124 |
INDEX
2
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues |
$ | 263,409 | $ | 240,169 | ||||
| Operating expenses: |
||||||||
| Costs of services |
198,293 | 177,893 | ||||||
| Selling, general and administrative expenses |
29,570 | 28,680 | ||||||
| Other (Note 4) |
| 12,640 | ||||||
| 227,863 | 219,213 | |||||||
| Operating income |
35,546 | 20,956 | ||||||
| Other income, net |
220 | 155 | ||||||
| Interest expense |
(2,976 | ) | (1,681 | ) | ||||
| Income before income taxes |
32,790 | 19,430 | ||||||
| Provision for income taxes |
(12,132 | ) | (7,238 | ) | ||||
| Net income |
$ | 20,658 | $ | 12,192 | ||||
| Earnings per share of Common Stock |
||||||||
| Basic |
$ | 0.32 | $ | 0.19 | ||||
| Diluted |
$ | 0.32 | $ | 0.18 | ||||
| Average shares outstanding (Note 5) |
||||||||
| Basic |
63,677 | 65,840 | ||||||
| Diluted |
64,643 | 66,202 | ||||||
| Dividends per share of Common Stock (Note 12) |
$ | 0.05 | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
CONSOLIDATED BALANCE SHEETS
(In thousands, except par values)
| March 31, 2004 |
December 31, 2003 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 46,530 | $ | 22,280 | ||||
| Settlement deposits |
41,339 | 29,638 | ||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $2,093 and $1,883 in 2004 and 2003, respectively |
94,949 | 108,158 | ||||||
| Settlement receivables |
66,594 | 65,172 | ||||||
| Claims recoverable |
29,691 | 46,478 | ||||||
| Other receivables (Note 16) |
33,382 | 26,907 | ||||||
| Other current assets (Notes 6 and 16) |
24,106 | 22,995 | ||||||
| Total current assets |
336,591 | 321,628 | ||||||
| Property and equipment, net (Note 7) |
61,800 | 58,897 | ||||||
| Goodwill, net (Note 8) |
224,709 | 187,627 | ||||||
| Other intangible assets, net (Note 8) |
46,872 | 31,799 | ||||||
| Systems development and other deferred costs, net |
118,743 | 118,788 | ||||||
| Other assets, net (Note 9) |
70,741 | 66,308 | ||||||
| Total assets |
$ | 859,456 | $ | 785,047 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued expenses (Note 16) |
$ | 49,311 | $ | 41,600 | ||||
| Settlement payables |
107,933 | 94,810 | ||||||
| Claims payable |
19,838 | 38,270 | ||||||
| Compensation and benefit liabilities (Note 16) |
16,015 | 20,535 | ||||||
| Income taxes payable |
9,666 | 8,887 | ||||||
| Other payables (Note 16) |
22,765 | 10,855 | ||||||
| Other current liabilities (Notes 10 and 16) |
32,472 | 29,136 | ||||||
| Total current liabilities |
258,000 | 244,093 | ||||||
| Long-term debt (Note 11) |
274,602 | 222,399 | ||||||
| Deferred income taxes |
50,996 | 43,939 | ||||||
| Other long-term liabilities |
15,454 | 13,477 | ||||||
| Total liabilities |
599,052 | 523,908 | ||||||
| Commitments and contingencies (Note 14) |
||||||||
| Shareholders equity: |
||||||||
| Preferred stock, $0.01 par value; 100,000 shares authorized; none issued and outstanding |
||||||||
| Common stock, $0.01 par value; 300,000 shares authorized; 69,507 shares issued and 63,892 and 64,352 shares outstanding in 2004 and 2003, respectively |
695 | 695 | ||||||
| Paid-in capital |
251,030 | 249,351 | ||||||
| Retained earnings |
243,957 | 226,495 | ||||||
| Deferred compensation |
(13,126 | ) | (10,187 | ) | ||||
| Accumulated other comprehensive loss (Note 12) |
(74,422 | ) | (75,854 | ) | ||||
| Treasury stock, at cost; 5,615 and 5,155 shares in 2004 and 2003, respectively |
(147,730 | ) | (129,361 | ) | ||||
| Total shareholders equity |
260,404 | 261,139 | ||||||
| Total liabilities and shareholders equity |
$ | 859,456 | $ | 785,047 | ||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 20,658 | $ | 12,192 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
11,084 | 9,812 | ||||||
| Amortization of deferred compensation and financing costs |
1,551 | 1,117 | ||||||
| Other non-cash items |
| 2,670 | ||||||
| Deferred income taxes |
5,623 | 558 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable, net |
20,308 | 17,121 | ||||||
| Current liabilities, excluding settlement and claims payables |
(10,876 | ) | 4,435 | |||||
| Claims accounts, net |
(1,348 | ) | (2,854 | ) | ||||
| Other current assets |
858 | 3,148 | ||||||
| Other long-term liabilities |
1,976 | (180 | ) | |||||
| Other assets |
(7,004 | ) | 543 | |||||
| Net cash provided by operating activities |
42,830 | 48,562 | ||||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(7,111 | ) | (8,432 | ) | ||||
| Acquisitions, net of $24,638 of cash acquired |
(39,191 | ) | | |||||
| Net cash used in investing activities |
(46,302 | ) | (8,432 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Net borrowings (repayments) on revolving credit facility |
50,000 | (7,200 | ) | |||||
| Treasury stock purchases |
(20,777 | ) | (11,796 | ) | ||||
| Dividends paid |
(3,218 | ) | | |||||
| Proceeds from exercise of stock options |
1,646 | 491 | ||||||
| Other |
(90 | ) | | |||||
| Net cash provided by (used in) financing activities |
27,561 | (18,505 | ) | |||||
| Effect of foreign currency exchange rates on cash |
161 | (1,194 | ) | |||||
| Net cash provided |
24,250 | 20,431 | ||||||
| Cash and cash equivalents, beginning of period |
22,280 | 14,166 | ||||||
| Cash and cash equivalents, end of period |
$ | 46,530 | $ | 34,597 | ||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per share amounts or unless otherwise noted)
1. Basis of Presentation
The Company provides credit and debit card processing and check risk management services to financial institutions and merchants in the U.S. and internationally through two segments, Card Services and Check Services (see Note 15 for segment information). Card Services provides card issuer services in the U.S., the U.K., Brazil, Chile, Australia, New Zealand, Ireland, Thailand, and the Dominican Republic. Additionally, Card Services provides merchant processing and e-banking services in the U.S. and card issuer software, support, and consulting services in numerous countries. Check Services provides check risk management services and related processing services in the U.S., the U.K., Canada, France, Ireland, Australia, and New Zealand.
The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and should be read in conjunction with the Companys consolidated financial statements and the notes to those statements for the year ended December 31, 2003 included in the Companys annual report on Form 10-K. Significant accounting policies disclosed in the annual report have not changed. All significant intercompany transactions and balances have been eliminated.
The Company has prepared these consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. This information reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the interim periods presented. All adjustments made have been of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. Certain prior period amounts have been reclassified to conform to the current period presentation. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
2. Significant Accounting Policies
Reserve for Card Merchant Processing Losses. In the Companys direct card merchant processing business, if, due to the insolvency or bankruptcy of the merchant or other reasons, the Company is not able to collect amounts from its merchant customers that have been properly charged back by the cardholders, it must bear the credit risk for the full amount of the cardholder transaction. The Company requires cash deposits and other types of collateral from certain merchants to minimize any such risk. In addition, the Company utilizes a number of systems and procedures to manage merchant risk and believes that the diversification of its merchant portfolio among industries and geographic regions minimizes its risk of loss. The Company recognizes a reserve for estimated merchant credit losses based on historical experience and other relevant factors. This reserve amount is subject to risk that actual losses may be greater than the Companys estimates. At March 31, 2004 and December 31, 2003, the Company had aggregate card merchant processing loss reserves of $1.1 million and $1.1 million, respectively, which are included in other current liabilities in the consolidated balance sheets.
Reserve for Check Guarantee Losses. In the Companys check guarantee business, if a guaranteed check presented to a merchant customer is dishonored by the check writers bank, the Company reimburses its merchant customer for the checks face value and pursues collection of the amount from the delinquent check writer. The Companys merchant customers have approximately 60 days from the check date to present claims for dishonored checks to the Company. The Company has a maximum potential liability equal to the value of all checks presented to its merchant customers; however, through historical experience and analysis, the Company is able to reasonably estimate its liability for check returns. The Company recognizes a liability to its merchant customers for its estimated check returns (claims payable) and a receivable for amounts the Company estimates it will recover from the check writers (claims recoverable), based on historical experience and other relevant factors. The estimated check returns and recovery amounts are subject to risk that actual amounts returned and recovered may be different than the Companys estimates. At March 31, 2004 and December 31, 2003, the Company had accrued claims payable and accrued claims recoverable balances of $19.8 million and $29.7 million and $38.3 million and $46.5 million, respectively.
6
The Company settles its claim obligations with merchants, on average, within 14 days from the date of receipt. Recoverability of claims from the check writers extends beyond this timeframe, but generally occurs within one year.
Stock-Based Compensation. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure (SFAS 148), establishes accounting and reporting standards for stock-based employee compensation plans. SFAS 148, which was issued in December 2002, requires disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and its effect on the reported results. As permitted by the standard, the Company has elected to apply APB Opinion No. 25 Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock option plans. Accordingly, the Company does not recognize compensation cost in connection with its stock option plans. If the Company had elected to recognize compensation cost for these plans based on the fair value at the replacement date (for stock options that existed at the date of the Companys spin-off from Equifax Inc.) and grant dates as prescribed by SFAS 123, net income and earnings per share would have been reduced to the following pro forma amounts for the three months ended March 31, 2004 and 2003:
| Three months ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Net income as reported |
$ | 20,658 | $ | 12,192 | ||||
| Pro forma compensation cost, net of tax |
(1,715 | ) | (2,191 | ) | ||||
| Pro forma net income |
$ | 18,943 | $ | 10,001 | ||||
| Earnings per share (basic): |
||||||||
| As reported |
$ | 0.32 | $ | 0.19 | ||||
| Pro forma |
$ | 0.30 | ||||||