Attached files
file | filename |
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8-K - 8-K - TNS INC | a11-23242_18k.htm |
EX-99.2 - EX-99.2 - TNS INC | a11-23242_1ex99d2.htm |
Exhibit 99.1
Press Release
TNS, Inc. Announces Second Quarter 2011 Financial Results
· Q2 Revenues of $142.3 Million; GAAP Income of $0.04 per Share
· Q2 Adjusted Earnings of $0.52 per Share
· Raising Lower End of 2011 Outlook Range
RESTON, Va. August 1, 2011 TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, today reported its second quarter 2011 results.
Henry H. Graham, Jr., CEO, commented, TNS second quarter 2011 performance was solid as we gained further traction in our areas of investment. Adjusted earnings came in at the high end of our outlook range. Telecommunication Services Division revenue grew from both last year and last quarter, excluding Cequints contribution, and we signed a key tier 1 mobile operator for identity services, adding significantly to our now 200 million carrier-provided name database. Cequint continues to perform in line with our expectations, launching our NameID wireless caller name product in the quarter with T-Mobile. Our Payments and Financial Services divisions continue to grow internationally, partially offsetting weaker North American markets. Given the progress and consistency demonstrated by our first half results, we are raising the lower end of our 2011 outlook range. We will continue to strategically invest in identity and verification, multi-channel payment gateway, IP registry and wireless solutions, and expect these to support our growth in the second half of 2011 and beyond.
TNS acquired Cequint, Inc. (Cequint) on October 1, 2010 and has included its results in those of the Telecommunication Services Division from the date of acquisition. Therefore, 2011 results are not comparable to those of prior periods.
Total revenue for the second quarter of 2011 increased 8.5% to $142.3 million from second quarter 2010 revenue of $131.2 million. Cequint contributed $2.8 million to second quarter 2011 revenue. On a constant dollar basis, revenues for the second quarter of 2011 increased 4.9% to $137.6 million.
Second quarter 2011 GAAP net income decreased to $1.1 million, or $0.04 per share, from second quarter 2010 GAAP net income of $6.5 million, or $0.24 per share. Included in GAAP net income for the second quarter of 2010 was a pre-tax charge of $3.2 million, or $0.07 per share, resulting from accelerated depreciation of certain network assets associated with the CSG integration and a pre-tax charge of $0.5 million, or $0.01 per share, associated with severance. Excluding these items and the related tax effects, second quarter 2010 net income was $8.8 million, or $0.33 per share.
Earnings before interest, taxes, depreciation, and amortization (EBITDA) before stock compensation expense for the second quarter of 2011 decreased 3.0% to $34.3 million, or 24.1% of revenue, from $35.3 million, or 26.9% of revenue, for the second quarter of 2010. Excluding the abovementioned second quarter 2010 pre-tax charge of $0.5 million associated with severance, EBITDA before stock compensation expense decreased 4.2%. On a constant dollar basis EBITDA before stock compensation expense for the second quarter of 2011 was $32.5 million, or 23.6% of revenue.
Adjusted earnings decreased 13.0% to $13.5 million, or $0.52 per share, for the second quarter of 2011 compared to adjusted earnings of $15.5 million, or $0.58 per share, for the second quarter of 2010. Excluding the abovementioned $3.6 million in second quarter 2010 pre-tax charges, adjusted earnings decreased 26.8% from $18.4 million, or $0.69 per share. Included in other income (expense) for the second quarter of 2011 was a pre-tax loss of $0.4 million, or ($0.01) per share, compared to a second quarter 2010 pre-tax gain of $2.9M, or $0.09 per share, related to the revaluation of certain foreign currency denominated assets and liabilities.
EBITDA before stock compensation expense, adjusted earnings and adjusted earnings per share are non-GAAP measures. See Financial Measures below for a discussion of these metrics.
The table below discloses adjusted earnings and adjusted earnings per share, excluding the charges mentioned above, at currency exchange rates reported for second quarter 2011 and at the 2010 rates.
(In millions, except per share amounts)
|
|
Second |
|
Second |
|
% |
|
Second |
|
% Change @ |
| |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Revenues |
|
$ |
142.3 |
|
$ |
131.2 |
|
8.5 |
% |
$ |
137.6 |
|
4.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
| |||
After tax adjusted earnings |
|
$ |
13.5 |
|
$ |
18.4 |
|
(26.8 |
)% |
$ |
12.2 |
|
(33.7 |
)% |
Adjusted earnings per share |
|
$ |
0.52 |
|
$ |
0.69 |
|
(24.0 |
)% |
$ |
0.48 |
|
(30.4 |
)% |
Shares Outstanding |
|
25.7 |
|
26.7 |
|
(3.7 |
)% |
25.7 |
|
(3.7 |
)% |
Financial Review:
Second Quarter 2011
Second quarter 2011 total revenue increased 8.5% to $142.3 million from second quarter 2010 revenue of $131.2 million. On a constant dollar basis, revenues for the second quarter of 2011 increased 4.9% to $137.6 million.
Included in second quarter 2011 revenue are the following components:
· Revenue from the Telecommunication Services Division increased 11.2% to $71.5 million from second quarter 2010 revenue of $64.3 million. Included in second quarter 2011 were revenues of $2.8 million from Cequint. Excluding the contribution from Cequint, revenues increased 6.9%, or $4.4 million, as follows:
· Revenue from identity and verification services increased 4.9%, or $1.4 million, due to $3.5 million from new caller name storage contracts which was partially offset by the following: $1.0 million from the loss of caller name storage contracts; $0.4 million due to a loss by one of TNS caller name wireline customers of a portion of its wholesale business; and $0.7 million primarily due to price concessions on the renewal of certain customer contracts.
· Revenue from network services increased 5.7%, or $1.5 million, due to $2.1 million in increased demand for signaling services from new and existing customers, which was partially offset by a reduction of $0.6 million from price concessions on the renewal of certain customer contracts.
· Revenue from registry services decreased 10.7%, or $0.7 million, due to the following: $0.6 million related to the expiry of a transition services agreement acquired through the CSG acquisition; $0.5 million due to price concessions on the renewal of certain customer contracts; and $0.2 million from lower volumes in toll-free number database services. These reductions were partially offset by increases of $0.4 million from increased demand for local number portability database services and $0.2 million from increased demand for IP registry services.
· Revenue from roaming and clearing products increased 89.2%, or $2.3 million, due to market share gains and increased demand for services from existing customers.
· On a sequential basis, revenue from the Telecommunication Services Division increased 4.4% to $71.5 million from first quarter 2011 revenue of $68.4 million. Included in second quarter 2011 and first quarter 2011 revenues were $2.8 million and $2.6 million from Cequint, respectively. Excluding the contribution from Cequint, revenues increased 4.3%, or $2.8 million, due to $2.4 million in identity and verification services driven by caller name storage wins, $0.7 million in network services due to increased demand from mobile operators and $0.5 million in incremental roaming and clearing traffic. This was partially offset by a reduction of $0.7 million in registry services related to the expiry of a transition services agreement acquired through the CSG acquisition.
· Revenue from the Payments Division increased 7.1% to $53.8 million from $50.3 million in second quarter 2010. Excluding the positive impact of foreign currency translation of $4.4 million, revenues decreased 1.7% to $49.4 million as follows:
· Network services:
· Europe: revenue increased 4.7%, or $0.9 million due to $0.7 million in market share gains for dial services and increased demand for IP-based network services, primarily in Italy, Spain and Romania, and $0.5 million in the UK due to growth in demand for IP-based network services, partially offset by a $0.3 million decrease in dial-based network services in France and other smaller markets.
· Asia Pacific: revenue increased 8.6%, or $0.3 million due to $0.5 million in increased demand for our IP-based network services partially offset by $0.2 million relating to the loss by one customer of a significant portion of its dial business, as previously disclosed.
· North America: revenue decreased 14.0%, or $2.2 million due to an expected decrease of $2.0 million in dial business from lower average transaction pricing and transaction volume declines related to certain customers, and a decrease of $0.2 million in IP-based network services.
· Payment gateway services:
· Europe: card-holder-present services revenue remained flat on a year-over-year basis.
· Asia Pacific: revenue increased 50.7%, or $1.5 million, due to increased transaction volumes of $1.2 million from cardholder-not-present services and an increase of $0.3 million in software development services.
· North America: revenue increased 10.5%, or $0.1 million, due to growth in cardholder-not-present services which were launched in the third quarter of 2010.
· Payment processing and other services:
· Europe: revenue increased 26.3%, or $0.6 million, primarily due to increased transaction volumes.
· North America: revenue decreased 75.8%, or $2.0 million, due to the following: a customers second quarter 2010 decision to exercise its contractual right to insource processing services, resulting in the $1.4 million sale of a dedicated processing platform in that period and an associated $0.4 million decrease in recurring revenue; and a $0.2 million decrease from ATM software products which ceased selling, as previously disclosed.
· Revenue from the Financial Services Division increased 2.1% to $17.0 million from second quarter 2010 revenue of $16.7 million. Revenue remained flat year-over-year on a constant currency basis as follows:
· North America: revenue decreased 5.0%, or $0.6 million, due to $1.8 million from the loss of endpoints and market data access services believed to be attributable to negative economic factors impacting the financial services industry, which was partially offset by $1.2 million in additional new endpoints and sales of bandwidth-based services marketed primarily to participants in the foreign exchange community.
· Europe: revenue increased 2.5%, or $0.1 million, due to market share gains of $0.4 million which were partially offset by $0.3 million related to the loss of endpoints and market data access services in the UK.
· Asia Pacific: revenue increased 26.5%, or $0.5 million, due to the continued expansion of the number of customer endpoints connected to TNS network.
Second quarter 2011 gross margin decreased 50 basis points to 50.0% from 50.5% in the second quarter of 2010. On a constant dollar basis, gross margin declined 100 basis points to 49.5% due primarily to margin declines in Payments, driven by declines in the North American dial business and the one time equipment sale in the second quarter of 2010; margin declines in FSD due to a reduction in trading connections between endpoints; and investments in personnel and systems to support our payment gateway offerings. This was partially offset by the inclusion of Cequint revenue, which carries higher gross margin.
During the second quarter of 2011, TNS did not repurchase shares of its common stock pursuant to its stock repurchase program but repaid approximately $15 million of debt under its 2009 Credit Facility.
Financial Outlook
Full Year 2011
TNS has narrowed its Full Year 2011 outlook, increasing the lower end of the outlook range. The new outlook range includes:
· Core TSD 2011 revenue growth, excluding Cequint, of 3-5%, up from a prior outlook of 2-4%;
· 2011 revenue from Cequint at the low end of the $12-$15 million range, and an additional $1.5 million, or $0.05 per share, investment to support future product rollouts; this change is expected to extend the break-even horizon for this business into 2012 from the fourth quarter of 2011.
The table below discloses TNS outlook for revenues, adjusted earnings and adjusted earnings per share for 2011. Please note that all figures exclude special charges previously disclosed.
(In millions except per share amounts)
|
|
Full Year |
|
Full Year |
|
% |
| |
|
|
|
|
|
|
|
| |
Revenues |
|
$550 - $560 |
|
$ |
527 |
|
4% - 6% |
|
|
|
|
|
|
|
|
| |
After tax adjusted earnings |
|
$52.3 - $56.0 |
|
$ |
63.2 |
|
(17)% - (11)% |
|
Adjusted earnings per share |
|
$2.05 - $2.20 |
|
$ |
2.37 |
|
(14)% - (7)% |
|
Shares Outstanding |
|
25.5 |
|
26.6 |
|
(4)% |
|
Third Quarter 2011
The table below discloses TNS outlook for revenues, adjusted earnings and adjusted earnings per share for the third quarter of 2011.
(In millions, except per share amounts)
|
|
Third |
|
Third |
|
% |
| |
|
|
|
|
|
|
|
| |
Revenues |
|
$139.0 - $144.0 |
|
$ |
131.2 |
|
5.9% - 9.8% |
|
|
|
|
|
|
|
|
| |
After tax adjusted earnings |
|
$13.3 - $15.0 |
|
$ |
13.9 |
|
(4.6)% - 8.2% |
|
Adjusted earnings per share |
|
$0.52 - $0.59 |
|
$ |
0.52 |
|
0% - 13.5% |
|
Shares Outstanding |
|
25.5 |
|
26.8 |
|
(4.9)% |
|
As a reminder, third quarter 2010 included: a pre-tax charge of $1.1 million, or $0.02 per share, of accelerated depreciation related to certain network assets associated with the CSG integration; $0.7 million, or $0.01 per share, of acquisition costs in accordance with FASB ASC 805 Business Combinations related to the Cequint acquisition; and a pre-tax charge associated with severance of $0.3 million, or $0.01 per share. These amounts are excluded from the after tax adjusted earnings and adjusted earnings per share, for the third quarter 2010, in the table above.
Dennis L. Randolph, Jr., Executive Vice President and CFO, commented, Second quarter revenue and adjusted earnings achieved the upper end of our outlook on a constant currency basis, absorbing a negative swing in foreign currency revaluation. We again devoted excess cash generated to the repayment of debt, and to date this year have made $35 million in repayments. During the second half of the year, we plan to continue to execute our capital allocation program, including an increased emphasis on making additional share repurchases under our authorization and focusing our capital expenditures on our areas of growth.
Non-GAAP Measures
In addition to the results presented in accordance with generally accepted accounting principles, or GAAP, in this press release, TNS presents EBITDA before stock compensation expense, EBITDA before stock compensation excluding certain charges, adjusted earnings, adjusted earnings excluding certain charges, adjusted earnings per share and adjusted earnings excluding certain charges per share, which are non-GAAP measures. A reconciliation of these non-GAAP measures to the closest GAAP financial measure is presented in the financial tables below under the heading Reconciliation of Non-GAAP Information.
EBITDA before stock compensation expense is determined by adding the following items to Net Income, the closest GAAP financial measure: equity in net loss of unconsolidated affiliate, income tax provision, other income (expense), interest expense, depreciation and amortization of property and equipment, amortization of intangibles, milestone compensation expense, the change in fair value of contingent consideration and stock compensation expense.
Adjusted earnings is determined by adding the following items to Net Income, the closest GAAP financial measure: provision for income taxes, certain non-cash items, including amortization of intangible assets, stock compensation expense, milestone compensation expense, the change in fair value of contingent consideration and the amortization of debt issuance costs, and the result is tax effected at an assumed long-term tax rate of 20%, which excludes the effect of our net operating losses. The assumed long-term tax rate of 20% takes into consideration the following primary factors: the income generated outside of the U.S. which is taxed at substantially lower rates than U.S. statutory rates; the cash benefit of our tax-deductible amortization of intangible assets and tax-deductible goodwill; and the cash benefit of tax-deductible stock compensation expense.
We believe that the disclosure of EBITDA before stock compensation expense and adjusted earnings and related per-share amounts are useful to investors as these non-GAAP measures form the basis of how our management team reviews and considers our operating results. We also rely on adjusted earnings as the primary measure of TNS earnings exclusive of certain non-cash charges. By disclosing these non-GAAP measures, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, the means by which our management team operates our company. We also believe these measures can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items that do not directly affect our ongoing operating performance or cash flows.
EBITDA before stock compensation expense, adjusted earnings and adjusted earnings per share have limitations as analytical tools, and you should not rely upon them or consider them in isolation or as a substitute for GAAP measures, such as net income and other consolidated income or other cash flows statement data prepared in accordance with GAAP. In addition, these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Because of these limitations, EBITDA before stock compensation expense should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. Adjusted earnings and adjusted earnings per share also should not be considered as a replacement for, or a measure that should be used or analyzed in lieu of, net income or net income per share. We attempt to compensate for these limitations by relying primarily upon our GAAP results and using EBITDA before stock compensation expense, adjusted earnings and adjusted earnings per share as supplemental information only.
All references to the effect of foreign currency exchange rates on a constant dollar basis were determined by applying the prior year foreign currency rates to the current year results.
Conference Call
TNS will hold a conference to discuss second quarter 2011 results today, Monday, August 1, 2011 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 617-213-8852, passcode #77076182. The call is also being webcast, and there will be an accompanying slide presentation, which can be accessed at www.tnsi.com.
For those who cannot listen to the live broadcast, a replay of the call will be available from August 1, 2011 at 8:00 p.m. Eastern Time through August 8, 2011, and can be accessed by dialing 617-801-6888, passcode #28539844.
About TNS
Transaction Network Services (TNS) is a leading global provider of data communications and interoperability solutions.
TNS offers a broad range of networks and innovative value-added services which enable transactions and the exchange of information in diverse industries such as retail, banking, payment processing, telecommunications and the financial markets.
Founded in 1990 in the United States, TNS has grown steadily and now provides services in over 40 countries across the Americas, Europe and the Asia Pacific region, with our reach extending to many more. TNS has designed and implemented multiple data networks which support a variety of widely accepted communications protocols and are designed to be scalable and accessible by multiple methods.
Forward-Looking Statements
The statements contained in this release that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, the forward-looking statements. The company has attempted, whenever possible, to identify these forward-looking statements using words such as may, will, should, projects, estimates, expects, plans, intends, anticipates, believes, and variations of these words and similar expressions. Similarly, statements herein that describe the companys business strategy, prospects, opportunities, outlook, objectives, plans, intentions or goals are also forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the companys reliance upon a small number of customers for a significant portion of its revenue; competitive factors such as pricing pressures; increases in the prices
charged by telecommunication providers for services used by the company; the companys ability to grow its business domestically and internationally by generating greater transaction volumes, longer than expected sales cycles, customer delays in migration, acquiring new customers or developing new service offerings; fluctuations in the companys quarterly results because of the seasonal nature of the business and other factors outside of the companys control, including fluctuations in foreign exchange rates and the continuing impact of the current economic conditions; the companys ability to identify, execute or effectively integrate acquisitions; uncertainties related to the updated international tax planning strategy implemented by the company; the companys ability to adapt to changing technology; the Companys ability to refinance its senior secured credit facility and its ability to borrow funds in amounts sufficient to enable it to service its debt or meet its working capital and capital expenditure requirements; additional costs related to compliance with any Securities and Exchange Commission (SEC) rule changes or other corporate governance issues; and other risk factors described in the companys annual report on Form 10-K filed with the SEC on March 16, 2011. In addition, the statements in this press release are made as of August 1, 2011. The company expects that subsequent events or developments will cause its views to change.
The company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise. These forward-looking statements should not be relied upon as representing the companys views as of any date subsequent to August 1, 2011.
CONTACT: |
|
TNS, Inc. Investor Relations |
|
Lippert/Heilshorn & Associates |
|
|
703-814-8209 |
|
Jody Burfening/Carolyn Capaccio |
|
|
investorrelations@tnsi.com |
|
212-838-3777 |
TNS, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for share and per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
| ||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Revenues |
|
$ |
142,324 |
|
$ |
131,199 |
|
$ |
275,986 |
|
$ |
260,775 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Cost of network services |
|
71,098 |
|
64,890 |
|
138,569 |
|
129,331 |
| ||||
Engineering and development |
|
11,692 |
|
9,106 |
|
22,339 |
|
18,553 |
| ||||
Selling, general, and administrative |
|
26,673 |
|
23,215 |
|
51,784 |
|
49,544 |
| ||||
Change in fair value of contingent consideration |
|
874 |
|
|
|
750 |
|
|
| ||||
Depreciation and amortization of property and equipment(1),(2) |
|
11,383 |
|
13,540 |
|
22,936 |
|
23,792 |
| ||||
Amortization of intangible assets |
|
10,117 |
|
8,553 |
|
20,182 |
|
19,882 |
| ||||
Total operating expenses(3),(4),(5) |
|
131,837 |
|
119,304 |
|
256,560 |
|
241,102 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from operations |
|
10,487 |
|
11,895 |
|
19,426 |
|
19,673 |
| ||||
Interest expense (5) |
|
(6,518 |
) |
(5,806 |
) |
(13,128 |
) |
(11,946 |
) | ||||
Other (expense) income |
|
(88 |
) |
2,973 |
|
(1,067 |
) |
5,910 |
| ||||
Income before income taxes, and equity in net loss of unconsolidated affiliate |
|
3,881 |
|
9,062 |
|
5,231 |
|
13,637 |
| ||||
Income tax provision |
|
(2,734 |
) |
(2,570 |
) |
(3,379 |
) |
(5,972 |
) | ||||
Equity in net loss of unconsolidated affiliate |
|
|
|
|
|
|
|
(65 |
) | ||||
Net income |
|
1,147 |
|
6,492 |
|
$ |
1,852 |
|
$ |
7,600 |
| ||
Basic and diluted earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic net income per common share |
|
$ |
0.04 |
|
$ |
0.25 |
|
$ |
0.07 |
|
$ |
0.29 |
|
Diluted net income per common share |
|
$ |
0.04 |
|
$ |
0.24 |
|
$ |
0.07 |
|
$ |
0.28 |
|
Basic weighted average common shares outstanding |
|
25,508,019 |
|
26,129,527 |
|
25,504,399 |
|
26,028,707 |
| ||||
Diluted weighted average common shares outstanding |
|
25,718,746 |
|
26,881,601 |
|
25,730,488 |
|
26,800,181 |
|
FOOTNOTES:
(1) Included in depreciation and amortization of property and equipment for the six months ended June 30, 2011 are $0.7 million of accelerated depreciation charges, or $0.02 per share, related to the CSG integration.
(2) Included in depreciation and amortization of property and equipment for the three and six months ended June 30, 2010 are $3.2 million of accelerated depreciation charges, or $0.09 per share, related to the CSG integration.
(3) Included in operating expenses for the three and six months ended June 30, 2011 are pre-tax milestone compensation charges, related to the Cequint acquisition, of $0.1 million, or $0.00 per share.
(4) Included in operating expenses for the six months ended June 30, 2011 and 2010 are pre-tax severance charges of $0.3 million, or $0.01 per share, and $1.0 million, or $0.03 per share, respectively.
(5) Included in operating expenses for the three months ended June 30, 2010 are pre-tax severance charges of $0.5 million, or $0.01 per share.
TNS, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
|
|
June 30, |
|
December 31, |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
(Unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
39,085 |
|
$ |
56,689 |
|
Accounts receivable, net |
|
88,946 |
|
86,988 |
| ||
Other current assets |
|
19,875 |
|
14,375 |
| ||
Total current assets |
|
147,906 |
|
158,053 |
| ||
|
|
|
|
|
| ||
Property and equipment, net |
|
134,197 |
|
135,418 |
| ||
Goodwill |
|
38,951 |
|
38,620 |
| ||
Identifiable intangible assets, net |
|
286,266 |
|
306,077 |
| ||
Other assets |
|
9,037 |
|
6,572 |
| ||
Total assets |
|
$ |
616,357 |
|
$ |
644,740 |
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable, accrued expenses and other current liabilities |
|
$ |
67,815 |
|
$ |
71,481 |
|
Deferred revenue |
|
12,376 |
|
12,061 |
| ||
Current portion of long term debt, net of discount (1) |
|
8,627 |
|
18,488 |
| ||
Total current liabilities |
|
88,818 |
|
102,030 |
| ||
|
|
|
|
|
| ||
Long-term debt, net of current portion and discount (1) |
|
361,161 |
|
385,136 |
| ||
Other liabilities |
|
42,759 |
|
42,293 |
| ||
Total liabilities |
|
492,738 |
|
529,459 |
| ||
|
|
|
|
|
| ||
Total stockholders equity |
|
123,619 |
|
115,281 |
| ||
Total liabilities and stockholders equity |
|
$ |
616,357 |
|
$ |
644,740 |
|
FOOTNOTES:
(1) Reconciliation of long term debt balance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/11 |
|
12/31/10 |
|
Current portion of long-term debt, net of discount |
|
8,627 |
|
18,488 |
|
Long-term debt, net of current portion and discount |
|
361,161 |
|
385,136 |
|
|
|
369,788 |
|
403,624 |
|
Unamortized Original Issue Discount |
|
3,332 |
|
3,871 |
|
Credit Facility outstanding |
|
373,120 |
|
407,495 |
|
TNS, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
| ||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Net income |
|
$ |
1,147 |
|
$ |
6,492 |
|
$ |
1,852 |
|
$ |
7,600 |
|
Non-cash items |
|
24,212 |
|
21,751 |
|
47,352 |
|
45,917 |
| ||||
Working capital changes |
|
(10,792 |
) |
1,183 |
|
(13,704 |
) |
3,859 |
| ||||
Net cash provided by operating activities: |
|
14,567 |
|
29,426 |
|
35,500 |
|
57,376 |
| ||||
Purchases of property and equipment, net |
|
(11,515 |
) |
(13,173 |
) |
(20,718 |
) |
(21,142 |
) | ||||
Cash paid for business acquisitions, net of cash acquired |
|
(224 |
) |
(544 |
) |
(224 |
) |
(544 |
) | ||||
Net cash used in investing activities: |
|
(11,739 |
) |
(13,717 |
) |
(20,942 |
) |
(21,686 |
) | ||||
Repayment of long-term debt |
|
(14,688 |
) |
(15,000 |
) |
(34,375 |
) |
(30,000 |
) | ||||
Proceeds from stock option exercise |
|
178 |
|
960 |
|
186 |
|
1,898 |
| ||||
Purchase of treasury stock |
|
(259 |
) |
(377 |
) |
(1,374 |
) |
(2,884 |
) | ||||
Net cash used in financing activities: |
|
(14,769 |
) |
(14,417 |
) |
(35,563 |
) |
(30,986 |
) | ||||
Effect of exchange rates on cash and cash equivalents |
|
683 |
|
(3,261 |
) |
3,401 |
|
(6,796 |
) | ||||
Net decrease in cash and cash equivalents |
|
(11,258 |
) |
(1,969 |
) |
(17,604 |
) |
(2,092 |
) | ||||
Cash and cash equivalents, beginning of period |
|
50,343 |
|
32,357 |
|
56,689 |
|
32,480 |
| ||||
Cash and cash equivalents, end of period |
|
$ |
39,085 |
|
$ |
30,388 |
|
$ |
39,085 |
|
$ |
30,388 |
|
TNS, Inc.
Reconciliation of Non-GAAP Information
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
| ||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
EBITDA before stock compensation expense: |
|
|
|
|
|
|
|
|
| ||||
Net Income (GAAP) |
|
$ |
1,147 |
|
$ |
6,492 |
|
$ |
1,852 |
|
$ |
7,600 |
|
Add back the following items: |
|
|
|
|
|
|
|
|
| ||||
Equity in net loss of unconsolidated affiliate |
|
|
|
|
|
|
|
65 |
| ||||
Provision for income taxes |
|
2,734 |
|
2,570 |
|
3,379 |
|
5,972 |
| ||||
Other income (expense) |
|
88 |
|
(2,973 |
) |
1,067 |
|
(5,910 |
) | ||||
Interest expense |
|
6,518 |
|
5,806 |
|
13,128 |
|
11,946 |
| ||||
Change in fair value of contingent consideration |
|
874 |
|
|
|
750 |
|
|
| ||||
Milestone compensation |
|
142 |
|
|
|
142 |
|
|
| ||||
Depreciation and amortization of property and equipment |
|
11,383 |
|
13,540 |
|
22,936 |
|
23,792 |
| ||||
Amortization of intangible assets |
|
10,117 |
|
8,553 |
|
20,182 |
|
19,882 |
| ||||
Stock compensation expense |
|
1,286 |
|
1,354 |
|
2,448 |
|
3,568 |
| ||||
EBITDA before stock compensation expense(1),(2) |
|
$ |
34,289 |
|
$ |
35,342 |
|
$ |
65,884 |
|
$ |
66,915 |
|
|
|
|
|
|
|
|
|
|
| ||||
Adjusted Earnings: |
|
|
|
|
|
|
|
|
| ||||
Net income (GAAP) |
|
$ |
1,147 |
|
$ |
6,492 |
|
$ |
1,852 |
|
$ |
7,600 |
|
Add provision for income taxes |
|
2,734 |
|
2,570 |
|
3,379 |
|
5,972 |
| ||||
Income before provision for income taxes |
|
3,881 |
|
9,062 |
|
5,231 |
|
13,572 |
| ||||
Add back the following items: |
|
|
|
|
|
|
|
|
| ||||
Amortization of intangible assets |
|
10,117 |
|
8,553 |
|
20,182 |
|
19,882 |
| ||||
Other debt related costs |
|
550 |
|
409 |
|
1,078 |
|
1,063 |
| ||||
Change in fair value of contingent consideration |
|
874 |
|
|
|
750 |
|
|
| ||||
Milestone compensation |
|
142 |
|
|
|
142 |
|
|
| ||||
Stock compensation expense |
|
1,286 |
|
1,354 |
|
2,448 |
|
3,568 |
| ||||
Adjusted earnings before income taxes |
|
16,850 |
|
19,378 |
|
29,831 |
|
38,085 |
| ||||
Income tax provision at 20% |
|
(3,370 |
) |
(3,876 |
) |
(5,966 |
) |
(7,617 |
) | ||||
Adjusted earnings(3),(4),(5) |
|
$ |
13,480 |
|
$ |
15,502 |
|
$ |
23,865 |
|
$ |
30,468 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares diluted |
|
25,718,746 |
|
26,881,601 |
|
25,730,488 |
|
26,800,181 |
| ||||
Adjusted earnings per common share diluted |
|
$ |
0.52 |
|
$ |
0.58 |
|
$ |
0.93 |
|
$ |
1.14 |
|
FOOTNOTES:
(1) Excluding the $0.3 million in pre-tax severance charges, EBITDA before stock compensation expense for the six months ended June 30, 2011 was $66.2 million.
(2) Excluding the $0.5 million and $1.0 million in pre-tax severance charges, EBITDA before stock compensation expense for the three and six months ended June 30, 2010 was $35.8 million and $67.9 million, respectively.
(3) Excluding the $0.3 million in severance charges and the $0.7 million of accelerated depreciation as part of the CSG integration, adjusted earnings for the six months ended June 30, 2011 were $24.6 million, or $0.96 per share.
(4) Excluding the $0.5 million in severance charges and the $3.2 million of accelerated depreciation as part of the CSG integration, adjusted earnings for the second quarter of 2010 were $18.4 million, or $0.69 per share.
(5) Excluding the $1.0 million in severance charges and the $3.2 million of accelerated depreciation as part of the CSG integration, adjusted earnings for the first half of 2010 were $33.8 million, or $1.26 per share respectively.