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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

(Registrant’s 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 issuer’s 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

 



Table of Contents

CERTEGY INC.

 

INDEX

 

          Page

PART I.   FINANCIAL INFORMATION

    

Item 1.

   Financial Statements:     
     Consolidated Statements of Income (Unaudited)—Three Months Ended March 31, 2004 and 2003    3
     Consolidated Balance Sheets—March 31, 2004 (Unaudited) and December 31, 2003    4
     Consolidated Statements of Cash Flows (Unaudited)—Three Months Ended March 31, 2004 and 2003    5
     Notes to Consolidated Financial Statements    6

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    13

Item 4.

   Controls and Procedures    21

PART II. OTHER INFORMATION

Item 2.

   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    21

Item 6.

   Exhibits and Reports on Form 8-K    22

SIGNATURES

   23

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CERTEGY INC.

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.

 

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CERTEGY INC.

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.

 

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CERTEGY INC.

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.

 

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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 Company’s consolidated financial statements and the notes to those statements for the year ended December 31, 2003 included in the Company’s 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 Company’s 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 Company’s 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 Company’s check guarantee business, if a guaranteed check presented to a merchant customer is dishonored by the check writer’s bank, the Company reimburses its merchant customer for the check’s face value and pursues collection of the amount from the delinquent check writer. The Company’s 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 Company’s 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.

 

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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 Company’s 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