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8-K - FORM 8-K - GXS Worldwide, Inc.dp30575_8k.htm
Exhibit 99.1
 
 
GXS Reports First Quarter 2012 Financial Results
 
 
Gaithersburg, MD — May 14, 2012 — GXS, a leading provider of B2B integration services, today announced its financial results for the quarter ended March 31, 2012.
 
FINANCIAL HIGHLIGHTS FROM THE QUARTER
 
·  
Total Revenue: $118.9 million, up 4% versus 1Q11
 
·  
Managed Services Revenue: $41.5 million, up 28% versus 1Q11
 
·  
Adjusted EBITDA: $33.7 million, up 2% versus 1Q11
 
·  
Net Income/Loss: Net Loss of $4.6 million as compared to a Net Loss of $3.8 million in 1Q11
 
·  
Minimum Contracted Value (“MCV”): $38.6 million, up 23% versus 1Q11
 
·  
Exceeded the high end of Total Revenue and Adjusted EBITDA guidance for 1Q12, increased 2Q12 Total Revenue guidance, and increased the low end of the range of FY12 Total Revenue guidance
 
BUSINESS HIGHLIGHTS FROM THE QUARTER
 
·  
Expanded financial services practice with contracts at five major banks in the Americas. Opened an office in Midtown Manhattan to enable more face-to-face interaction between our sales and service delivery personnel with our financial services customers.
 
·  
Initiated a major architecture modernization project that will enable GXS to take advantage of the latest advancements in application development, systems management and process orchestration technologies. The multi-year project will enable shorter implementation timeframes and higher service levels as well as to create opportunities for new product development.
 
·  
Released the next generation of GXS Catalogue, a leading product data synchronization application delivered in the cloud, to provide even more flexibility for suppliers to publish the latest product, price and image information to retail merchandising systems and online storefronts.
 
·  
Achieved both Statement on Standards for Attestation Engagements (“SSAE”) No. 16 Type II and International Standard on Assurance Engagements (“ISAE”) No. 3402 for its GXS Trading Grid® suite of applications. 
 
 
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“Our results for the quarter are a strong start to 2012,” commented GXS President and Chief Executive Officer Bob Segert. “As the demand for B2B integration services delivered in the cloud gains momentum, we are not only gaining new customers, but also increasing our wallet share with our existing Managed Services clients which, in turn, helped to drive another outstanding MCV result for the company.”
 
FINANCIAL RESULTS FOR THE FIRST QUARTER OF 2012
 
Revenue
 
Total revenue for 1Q12 was $118.9 million, up 4% as compared to $114.1 million in 1Q11 and higher than first quarter guidance of $116 to $117 million. Managed Services revenue was $41.5 million in 1Q12, up 28% as compared to $32.3 million in 1Q11. Messaging Services revenue was $54.3 million in 1Q12, down 6% from $57.7 million in 1Q11. B2B Software and Services, Data Synchronization, and Custom Outsourcing revenues were $23.1 million in the aggregate for 1Q12, down 4% as compared to $24.1 million in 1Q11.
 
Total revenue for 1Q12 and 1Q11 has been negatively impacted by the write-down of certain deferred revenue from RollStream, Inc. (“RollStream”) in relation to the acquisition of RollStream on March 28, 2011 and from Inovis International, Inc. (“Inovis”) in relation to the acquisition of Inovis on June 2, 2010, in accordance with Generally Accepted Accounting Principles (“GAAP”). These amounts totaled $0.025 million (solely related to RollStream) and $0.846 million (solely related to Inovis) in 1Q12 and 1Q11, respectively. Adjusting for such write-downs, pro forma Total revenue for 1Q12 was $118.9 million, up 3% as compared to $115.0 million in 1Q11; pro forma Managed Services revenue was $41.5 million in 1Q12, up 28% as compared to $32.5 million in 1Q11; pro forma Messaging Services revenue was $54.3 million in 1Q12, down 6% as compared to $57.8 million in 1Q11; and pro forma aggregate B2B Software and Services, Data Synchronization, and Custom Outsourcing revenues were $23.1 million in 1Q12, down 6% as compared to $24.7 million in 1Q11.
 
   
As Reported
 
Pro Forma 1
   
First Quarter
 
First Quarter
   
2012
2011
% change
 
2012
2011
% change
(in $ millions)
             
Revenues
             
 
Managed Services
$ 41.5
$ 32.3
28%
 
$ 41.5
$ 32.5
28%
 
Messaging Services
$ 54.3
$ 57.7
-6%
 
$ 54.3
$ 57.8
-6%
 
B2B Software and Services, Data Synchronization, and Custom Outsourcing
$ 23.1
$ 24.1
-4%
 
$ 23.1
$ 24.7
-6%
Total Revenues
$ 118.9
$ 114.1
4%
 
$ 118.9
$ 115.0
3%

(1) Pro forma revenue is adjusted for the write-down of certain deferred revenue from the RollStream and Inovis acquisitions and is presented for informational purposes.
 
Note: Some calculations may differ due to rounding
         
 
 
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Expenses and Net Loss

Cost of revenues, sales and marketing, and general and administrative expenses for 1Q12 were $100.3 million, as compared to $96.3 million in 1Q11. Restructuring charges were $0.4 million in 1Q12, as compared to $0.2 million in 1Q11. Operating income in 1Q12 was $18.2 million, as compared to $17.6 million in 1Q11, and was $18.2 million and $18.5 million on a pro forma basis in the same periods, respectively. Net interest expense and net other income (expense) was ($22.1) million for 1Q12, as compared to ($20.5) million in 1Q11, resulting in loss before income taxes of ($3.9) million and ($2.9) million in 1Q12 and 1Q11, respectively, and ($3.8) million and ($2.0) million on a pro forma basis in the same periods, respectively. Net loss was ($4.6) million in 1Q12 after $0.7 million in income tax expense, as compared to ($3.8) million in 1Q11 after $0.9 million in income tax expense, and was ($4.6) million and ($2.9) million on a pro forma basis in the same periods, respectively.

“As guided on our last earnings call, our total expenses reflect the investments we are making back into our business in sales, marketing and service delivery with the goal of continuing to fuel our growth while improving the overall customer experience and ultimately reducing service delivery costs,” commented GXS Executive Vice President and Chief Financial Officer Gregg Clevenger.
 
   
As Reported
 
Pro Forma
   
First Quarter
 
First Quarter
   
2012
2011
 
2012
2011
(in $ millions)
         
Expenses
         
 
Cost of revenues
$ 64.8
$ 62.6
 
$ 64.8
$ 62.6
 
Sales and marketing
$ 17.2
$ 15.5
 
$ 17.2
$ 15.5
 
General and administrative
$ 18.4
$ 18.2
 
$ 18.4
$ 18.2
 
Restructuring charges
$ 0.4
$ 0.2
 
$ 0.4
$ 0.2
 
Total expenses
$ 100.7
$ 96.5
 
$ 100.7
$ 96.5
             
 
Operating income
$ 18.2
$ 17.6
 
$ 18.2
$ 18.5
             
Other expense
         
 
Interest expense, net
($ 21.3)
($ 20.9)
 
($ 21.3)
($ 20.9)
 
Other income (expense), net
($ 0.7)
$ 0.5
 
($ 0.7)
$ 0.5
 
Other expense
($ 22.1)
($ 20.5)
 
($ 22.1)
($ 20.5)
             
Loss before income taxes
($ 3.9)
($ 2.9)
 
($ 3.8)
($ 2.0)
 
Income tax expense
$ 0.7
$ 0.9
 
$ 0.7
$ 0.9
Net Loss
($ 4.6)
($ 3.8)
 
($ 4.6)
($ 2.9)
           
 
Note: Some calculations may differ due to rounding
     
 
Adjusted EBITDA
 
Adjusted earnings before interest, taxes, depreciation and amortization, and certain other charges (“Adjusted EBITDA”, a non-GAAP measure) for 1Q12 was $33.7 million, up 2% as compared to $32.9 million in 1Q11 and higher than first quarter guidance of $32 to $33 million.
 
 
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Management relies upon Adjusted EBITDA as a primary measure to review and assess operating performance of its business and management team. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as (i) an alternative to net income (loss), (ii) as a measure of operating income, or cash flows from operating, investing and financing activities, or (iii) as a measure of liquidity. Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies. The table below reconciles net loss to Adjusted EBITDA for the periods presented.
 
   
As Reported
 
Pro Forma
   
First Quarter
 
First Quarter
   
2012
2011
 
2012
2011
(in $ millions)
         
Net Loss
($ 4.6)
($ 3.8)
 
($ 4.6)
($ 2.9)
Adjustments:
         
 
Income tax expense
$ 0.7
$ 0.9
 
$ 0.7
$ 0.9
 
Interest expense, net
$ 21.3
$ 20.9
 
$ 21.3
$ 20.9
 
Depreciation and amortization
$ 13.9
$ 12.9
 
$ 13.9
$ 12.9
 
Stock compensation expense
$ 0.2
$ 0.2
 
$ 0.2
$ 0.2
 
Other income (expense), net
$ 0.7
($ 0.5)
 
$ 0.7
($ 0.5)
 
Restructuring charges
$ 0.4
$ 0.2
 
$ 0.4
$ 0.2
 
Merger and acquisition fees
$ 0.0
$ 0.0
 
$ 0.0
$ 0.0
 
Integration costs (1)
$ 0.0
$ 0.1
 
$ 0.0
$ 0.1
 
Deferred income adjustment (2)
$ 0.0
$ 0.8
 
$ 0.0
$ 0.0
 
Management fees
$ 1.0
$ 1.0
 
$ 1.0
$ 1.0
 
Total adjustments
$ 38.3
$ 36.7
 
$ 38.3
$ 35.8
Adjusted EBITDA
$ 33.7
$ 32.9
 
$ 33.7
$ 32.9

(1) Integration costs represented certain incremental operating expenses associated with the integration of the Inovis business.
(2) Purchase accounting requires that deferred income of an acquired business be written-down to fair value of the underlying obligations plus associated margin at the date of acquisition.
 
Note: Some calculations may differ due to rounding
 
LIQUIDITY AND CAPITAL EXPENDITURES
 
Cash and cash equivalents totaled $28.7 million at the end of 1Q12, as compared to $13.0 million at the end of 4Q11. There were no amounts outstanding under the revolving credit facility at the end of 1Q12 and there was $3.0 million outstanding at the end of 4Q11. At the end of both 1Q12 and 4Q11, $11.7 million of the $50 million of revolving credit facility capacity was pledged as security for certain letters of credit. Therefore, total available cash liquidity, including cash and cash equivalents and total revolving credit facility capacity less outstanding borrowings and letters of credit secured by the revolving credit facility, was $67.0 million and $48.3 million at the end of 1Q12 and 4Q11, respectively.
 
Capital expenditures (“CAPEX”) were $11.1 million in 1Q12, as compared to $10.8 million in 1Q11.
 
 
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CUSTOMER ACQUISITION ACTIVITY
 
Total MCV for 1Q12 was $38.6 million, up 23% as compared to $31.4 million in 1Q11. Sales activity in 1Q12 continued to be focused primarily on new Managed Services contracts which comprised 74% of total MCV in the quarter as compared to 73% in 1Q11.

“With more than 50 customer contracts signed in the quarter, we continue to experience strong adoption among existing and new clients in Managed Services,” added Bob Segert. “Additionally, we continue to see not only diverse industry adoption of the Managed Services value proposition, but also diverse geographic adoption, including within emerging growth markets such as Brazil and China.”

MCV is the incremental future minimum committed revenue of new sales agreements signed in the current period by customers. If the new contract signed is to replace an existing revenue stream, the MCV is adjusted to reflect only the incremental value from the sale. The MCV calculations are not reflected or recorded within the condensed consolidated financial statements. MCV is not a measure of financial condition or financial performance under U.S. GAAP and should not be considered as an alternative to deferred income or revenues, as a measure of financial condition or operating performance.
 
FINANCIAL GUIDANCE
 
The company is increasing some components of its financial guidance outlined on March 19, 2012. For 2Q12, Revenue is now expected to be in the range of $119 to $120 million (both the high and low end of the range increased by $1 million) while Adjusted EBITDA guidance remains unchanged in the range of $34 to $35 million, representing between a 0.2% and a 1.0% increase in Revenue versus 2Q11 and between a 10.1% and 7.5% decrease in Adjusted EBITDA versus 2Q11. For FY12, revenue is now expected to be in the range of $485 to $490 million (the low end increased by $5 million), representing annual growth of between 1.1% and 2.1%. Consistent with the targeted spending programs outlined in the press release dated March 19, 2012, FY12 Adjusted EBITDA guidance remains unchanged in the range of $145 to $150 million, representing a decrease of between 6.6% and 3.4% versus FY11, and FY12 CAPEX guidance remains unchanged in the range of $45 to $50 million, representing an increase of between 5.2% and 16.9% versus FY11. FY12 MCV guidance remains unchanged in the range of $190 to $200 million, representing an increase of between 8.6% and 14.3% versus FY11.
 
Achieving this guidance is subject to a number of risks and uncertainties as described in the Company’s filings with the Securities and Exchange Commission (“SEC”). As a result, there can be no assurance that such guidance can be achieved.
 
 
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Second Quarter 2012
 
Full Year 2012
(in $ millions)
             
Revenue
 
$ 119
to
$ 120
 
$ 485
to
$ 490
Adjusted EBITDA
$ 34
to
$ 35
 
$ 145
to
$ 150
CAPEX
 
n/a
 
n/a
 
$ 45
to
$ 50
MCV
 
n/a
 
n/a
 
$ 190
to
$ 200
 
 
Second Quarter and Full Year 2012 Adjusted EBITDA Guidance - Reconciliation to GAAP

($ millions)
Second Quarter 2012
 
Full Year 2012
Adjusted EBITDA
$ 34.0
to
$ 35.0
 
$ 145.0
to
$ 150.0
 
Income tax expense
 
($ 0.8)
     
($ 3.2)
 
 
Interest expense, net
 
($ 21.5)
     
($ 86.0)
 
 
Depreciation and amortization
($ 15.0)
to
($ 14.0)
 
($ 60.0)
to
($ 56.0)
 
Stock compensation expense
 
($ 0.3)
     
($ 1.2)
 
 
Restructuring charges
($ 0.5)
to
($ 0.4)
 
($ 2.3)
to
($ 2.2)
 
Management fees
 
($ 1.0)
     
($ 4.0)
 
Total adjustments
($ 39.1)
to
($ 38.0)
 
($ 156.7)
to
($ 152.6)
Net Loss
($ 5.1)
to
($ 3.0)
 
($ 11.7)
to
($ 2.6)
 
EARNINGS CONFERENCE CALL
 
Bob Segert and Gregg Clevenger will conduct a call to review the first quarter 2012 results on Tuesday, May 15, 2012 at 1:00 PM U.S. Eastern Time. To access the call, please dial 877-269-6740, or outside the U.S. 816-650-0840, at least 10 minutes before the start of the call (when calling in, you’ll be asked for your name and the Conference ID Number 79536117). A replay will be available for one week beginning two hours after the call ends. It can be accessed by dialing 855-859-2056 or 404-537-3406.
 
ABOUT GXS
 
GXS is a leading provider of B2B integration services and operates the world’s largest integration cloud, GXS Trading Grid®. Our software and services help more than 400,000 businesses, including 72 percent of the Fortune 500 and 23 of the top 25 supply chains, extend their partner networks, automate receiving processes, manage electronic payments, and improve supply chain visibility. GXS Managed Services, our unique approach to improving B2B integration operations, combines GXS Trading Grid® with our process orchestration services and global team to manage a company’s multi-enterprise processes. Based in Gaithersburg, Maryland, GXS has direct operations in 20 countries, employing more than 2,400 professionals.  To learn more, see http://www.gxs.com, read our blog at http://blogs.gxs.com, follow us on Twitter at http://twitter.com/gxs and join us on LinkedIn at http://www.linkedin.com/company/gxs. You can also access our public filings with the SEC at http://www.sec.gov/edgar.shtml.
 
 
 
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FORWARD-LOOKING STATEMENTS
 
This press release may contain "forward-looking statements." All statements, other than statements of historical facts, that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future, including the discussion under “Financial Guidance,” are forward-looking statements. These forward-looking statements are affected by risks, uncertainties and assumptions, including but not limited to those set forth in the company's public filings with the SEC, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Accordingly, actual results or outcomes may differ materially from those expressed in the forward-looking statements. You should not place undue reliance on these statements and the company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that may arise.

NON-GAAP MEASURES

This press release contains certain supplemental measures of performance that are not required by, or presented in accordance with, GAAP. Such measures should not be considered as alternatives to GAAP measures. It also contains certain “pro forma” financial information and results, which adjust for the impact of write-downs in deferred revenue in relation to the Inovis and RollStream acquisitions, as discussed above. Such pro forma information is presented for informational purposes only, as an aid to understanding the company's financial results. This pro forma information is not prepared in accordance with GAAP and should not be considered a substitute for the historical financial information presented in accordance with GAAP. The pro forma financial information used by the company may be different from pro forma financial information used by other companies and is not necessarily indicative of future results. You should not place undue reliance on such information.
 
 
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GXS WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
 
   
March 31,
2012
   
December 31,
2011
 
   
(Unaudited)
       
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 28,736     $ 12,968  
Receivables, net
    100,728       106,799  
Prepaid expenses and other assets
    30,935       28,881  
Total current assets
    160,399       148,648  
                 
Property and equipment, net
    107,170       105,049  
Goodwill
    269,355       268,767  
Intangible assets, net
    115,728       120,483  
Deferred financing costs
    14,349       15,018  
Other assets
    22,645       23,112  
                 
Total Assets
  $ 689,646     $ 681,077  
                 
Liabilities and Stockholder's Deficit
               
Current liabilities:
               
Borrowings under revolving credit facility
  $ ––     $ 3,000  
Trade payables
    16,468       19,640  
Deferred income
    43,865       46,622  
Accrued expenses and other current liabilities
    64,797       47,369  
Total current liabilities
    125,130       116,631  
                 
Long-term debt
    772,860       772,068  
Deferred income tax liabilities
    10,305       9,961  
Other liabilities
    48,782       46,743  
Total liabilities
    957,077       945,403  
                 
GXS Worldwide, Inc. stockholder's deficit:
               
Common stock $1.00 par value, 1,000 shares authorized, issued and outstanding
    1       1  
Additional paid-in capital
    429,242       429,045  
Accumulated deficit
    (692,073 )     (687,446 )
Accumulated other comprehensive loss
    (4,888 )     (6,208 )
Total GXS Worldwide, Inc. stockholder's deficit
    (267,718 )     (264,608 )
Non-controlling interest
    287       282  
Total stockholder’s deficit
    (267,431 )     (264,326 )
                 
Total Liabilities and Stockholder’s Deficit
  $ 689,646     $ 681,077  


These statements should be read in conjunction with the Form 10-Q filed with the SEC on May 14, 2012.
 
 
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GXS WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)
 
   
Three Months ended March 31,
 
   
2012
   
2011
 
                 
Revenues
  $ 118,912     $ 114,108  
                 
Costs and operating expenses:
               
Cost of revenues
    64,750       62,629  
Sales and marketing
    17,150       15,459  
General and administrative
    18,447       18,210  
Restructuring charges
    381       201  
Operating income
    18,184       17,609  
                 
Other income (expense):
               
Interest expense, net
    (21,339 )     (20,949 )
Other income (expense), net
    (718 )     456  
Loss before income taxes
    (3,873 )     (2,884 )
                 
Income tax expense
    749       910  
Net loss
    (4,622 )     (3,794 )
Less:  Net income attributable to non-controlling interest
    5       10  
Net loss attributable to GXS Worldwide, Inc.
  $ (4,627 )   $ (3,804 )


These statements should be read in conjunction with the Form 10-Q filed with the SEC on May 14, 2012.
 
 
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GXS WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
   
Three Months ended March 31,
 
   
2012
   
2011
 
Cash flows from operations:
           
Net loss
  $ (4,622 )   $ (3,794 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    13,863       12,922  
Deferred income taxes
    202       135  
Amortization of deferred financing costs and debt discount
    1,978       1,763  
Unrealized gain on interest rate swap
    ––       (2,365 )
Stock compensation expense
    197       209  
Changes in operating assets and liabilities, net of effect of business acquisitions:
               
(Increase) decrease in receivables
    6,071       (4,731 )
Increase in prepaid expenses and other assets
    (1,521 )     (4,376 )
Decrease in trade payables
    (2,980 )     (1,721 )
Increase (decrease) in deferred income
    (2,757 )     5,365  
Increase (decrease) in accrued expenses and other liabilities
    19,373       19,544  
Other
    383       (296 )
Net cash provided by operating activities
    30,187       22,655  
                 
Cash flows from investing activities:
               
Purchases of property and equipment (including capitalized interest)
    (11,107 )     (10,790 )
Business acquisition, net of cash acquired ($4 for three months ended March 31, 2011)
    ––       (1,125 )
Net cash used in investing activities
    (11,107 )     (11,915 )
                 
Cash flows from financing activities:
               
Borrowings under revolving credit facility
    7,000       ––  
Repayments under revolving credit facility
    (10,000 )     (8,000 )
Payment of financing costs
    (400 )     (2 )
Net cash used in financing activities
    (3,400 )     (8,002 )
                 
Effect of exchange rate changes on cash
    88       341  
                 
Increase in cash and cash equivalents
    15,768       3,079  
Cash and cash equivalents, beginning of period
    12,968       16,326  
Cash and cash equivalents, end of period
  $ 28,736     $ 19,405  
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest, net of amounts capitalized
  $ 311     $ 298  
Cash paid for interest rate swap
  $ ––     $ 2,365  
Cash paid for income taxes
  $ 659     $ 669  
                 
Noncash investing and financing activities:
               
Fair value of equity securities issued in business acquisition
  $ ––     $ 420  

These statements should be read in conjunction with the Form 10-Q filed with the SEC on May 14, 2012.

 
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INVESTOR RELATIONS:
Gregg Clevenger
Executive Vice President and Chief Financial Officer
GXS Worldwide, Inc.
301-340-5188
gregg.clevenger@gxs.com

 
MEDIA RELATIONS:
Robin Lane
PR Manager
GXS Worldwide, Inc.
301-340-4277
robin.lane@gxs.com
 
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