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8-K - FORM 8-K - GXS Worldwide, Inc.dp34157_8k.htm
Exhibit 99.1
 
GXS Reports Third Quarter 2012 Financial Results
 
Gaithersburg, MD — November 13, 2012 — GXS, a leading provider of B2B integration services, today announced its financial results for the quarter ended September 30, 2012.
 
FINANCIAL HIGHLIGHTS FROM THE QUARTER
 
·  
Total Revenue: $121.3 million, down 1% versus 3Q11, up 2% adjusting for currency
 
·  
Managed Services Revenue: $45.1 million, up 15% versus 3Q11, up 17% adjusting for currency
 
·  
Adjusted EBITDA: $37.2 million, down 10% versus 3Q11
 
·  
Net Income/Loss: Net Loss of $0.1 million as compared to Net Income of $0.0 million in 3Q11
 
·  
Minimum Contracted Value (“MCV”): $50.1 million, up 12% versus 3Q11 – a record 3Q for GXS
 
·  
Exceeded the high end of Adjusted EBITDA guidance for 3Q12 and within the range of Revenue guidance for 3Q12
 
BUSINESS HIGHLIGHTS FROM THE QUARTER
 
·  
Hosted annual GXS Customer Forum in Washington, DC with over 100 attendees present from top accounts. More than 10 customers presented on best practices and case studies. Held Advisory Boards with SAP users, Financial Services accounts and Retail accounts.
 
·  
Introduced a new solution package for the fast-growing retail omni-channel sector based upon GXS RollStream. The solution enables retailers to assess their suppliers’ readiness to participate in drop ship initiatives and then rollout the corresponding B2B integration programs.
 
·  
Introduced a new solution for B2B e-commerce based upon GXS Catalogue and Intelligent Web Forms. The solution enables small and mid-sized customers who lack EDI or XML capabilities to issue purchase orders electronically based upon an up-to-date catalog of available items.
 
·  
Released the results of a new survey titled “The State of e-Invoicing in Business Today.” The survey revealed that the most popular compliant process for achieving the authenticity and integrity of electronic invoices was Electronic Data Interchange (EDI) via a B2B network, according to 77% of the respondents.
 
“We had another strong quarter in new sales, and a record third quarter for MCV,” commented GXS President and Chief Executive Officer Bob Segert. “Our continued strength in new sales, particularly in our fast-growing Managed Services product line, has helped to drive our fifth consecutive quarter of year-over-year pro forma revenue growth, when adjusted for currency.”
 
 
1

 
 
FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2012
 
Revenue
 
Total Revenue for 3Q12 was $121.3 million, down 1% as compared to $122.7 million in 3Q11 (up 2%, adjusting for currency) and within the third quarter guidance of $121 to $122 million. Managed Services revenue was $45.1 million in 3Q12, up 15% as compared to $39.3 million in 3Q11 (up 17%, adjusting for currency). Messaging Services revenue was $52.3 million in 3Q12, down 11% from $58.7 million in 3Q11 (down 6%, adjusting for currency). B2B Software and Services, Data Synchronization, and Custom Outsourcing revenues were $23.8 million in the aggregate for 3Q12, down 3% as compared to $24.7 million in 3Q11 (down 1%, adjusting for currency).
 
Total Revenue for 3Q11 was negatively impacted by $67 thousand related to the Generally Accepted Accounting Principles (“GAAP”) write-down of certain deferred revenue from RollStream, Inc. (“RollStream”) which was acquired on March 28, 2011. Adjusting for such write-down, pro forma Total Revenue for 3Q11 was $122.8 million, pro forma Managed Services revenue was $39.4 million in 3Q11, pro forma Messaging Services revenue was $58.7 million in 3Q11, and pro forma aggregate B2B Software and Services, Data Synchronization, and Custom Outsourcing revenues were $24.7 million in 3Q11, resulting in 3Q12 growth rates of -1%, 15%, -11%, and -3%, respectively (2%, 17%, -6% and -1%, adjusting for currency, respectively).
 
   
As Reported
         
Pro Forma 1
       
   
Third Quarter
         
Third Quarter
       
   
2012
   
2011
   
% change
   
2012
   
2011
   
% change
 
(in $ millions)
                                   
Revenue
                                   
Managed Services
  $ 45.1     $ 39.3       15 %   $ 45.1     $ 39.4       15 %
Messaging Services
  $ 52.3     $ 58.7       -11 %   $ 52.3     $ 58.7       -11 %
B2B Software and Services, Data Synchronization, and Custom Outsourcing
  $ 23.8     $ 24.7       -3 %   $ 23.8     $ 24.7       -3 %
Total Revenue
  $ 121.3     $ 122.7       -1 %   $ 121.3     $ 122.8       -1 %
 
(1) Pro forma revenue is adjusted for the write-down of certain deferred revenue from the RollStream acquisition and is presented for informational purposes.
 
Note: Some calculations may differ due to rounding
 
Expenses and Net Income (Loss)

Cost of revenues, sales and marketing, and general and administrative expenses for 3Q12 were $99.4 million, as compared to $96.8 million in 3Q11. Restructuring charges were $0.4 million in 3Q12, as compared to $0.7 million in 3Q11. Operating income in 3Q12 was $21.5 million, as compared to $25.2 million in 3Q11, and was $21.5 million and $25.3 million on a pro forma basis in the same periods, respectively. Net interest expense and net other expense totaled $20.4 million for 3Q12, as compared to $23.9 million in 3Q11, resulting in income before income taxes of $1.1 million and $1.3 million in 3Q12 and 3Q11, respectively, and $1.1 million and $1.4 million on a pro forma basis in the same periods, respectively. Net income (loss) was ($0.1) million in 3Q12 after $1.3 million in income tax expense, as compared to $0.0 million in 3Q11 after $1.3 million in income tax expense, and was ($0.1) million and $0.1 million on a pro forma basis in the same periods, respectively.
 
 
2

 
 
   
As Reported
   
Pro Forma
 
   
Third Quarter
   
Third Quarter
 
   
2012
   
2011
   
2012
   
2011
 
(in $ millions)
                       
Expenses
                       
Cost of revenues
  $ 67.2     $ 64.4     $ 67.2     $ 64.4  
Sales and marketing
  $ 17.1     $ 17.0     $ 17.1     $ 17.0  
General and administrative
  $ 15.0     $ 15.4     $ 15.0     $ 15.4  
Restructuring charges
  $ 0.4     $ 0.7     $ 0.4     $ 0.7  
Total expenses
  $ 99.8     $ 97.5     $ 99.8     $ 97.5  
                                 
Operating income
  $ 21.5     $ 25.2     $ 21.5     $ 25.3  
                                 
Other expenses
                               
Interest expense, net
  $ (21.1 )   $ (21.1 )   $ (21.1 )   $ (21.1 )
Other income (expense), net
  $ 0.7     $ (2.8 )   $ 0.7     $ (2.8 )
Total other expenses
  $ (20.4 )   $ (23.9 )   $ (20.4 )   $ (23.9 )
                                 
Income before income taxes
  $ 1.1     $ 1.3     $ 1.1     $ 1.4  
Income tax expense
  $ 1.3     $ 1.3     $ 1.3     $ 1.3  
Net income (loss)
  $ (0.1 )   $ 0.0     $ (0.1 )   $ 0.1  
                                 
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 3Q12 was $37.2 million, down 10% as compared to $41.3 million in 3Q11 and higher than 3Q12 guidance of $36 to $37 million.
 
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 income (loss) to Adjusted EBITDA for the periods presented.
 
 
3

 
 
   
As Reported
   
Pro Forma
 
   
Third Quarter
   
Third Quarter
 
   
2012
   
2011
   
2012
   
2011
 
(in $ millions)
                       
Net income (loss)
  $ (0.1 )   $ 0.0     $ (0.1 )   $ 0.1  
Adjustments:
                               
Income tax expense
  $ 1.3     $ 1.3     $ 1.3     $ 1.3  
Interest expense, net
  $ 21.1     $ 21.1     $ 21.1     $ 21.1  
Depreciation and amortization
  $ 14.1     $ 13.9     $ 14.1     $ 13.9  
Stock compensation expense
  $ 0.2     $ 0.3     $ 0.2     $ 0.3  
Other (income) expense, net
  $ (0.7 )   $ 2.8     $ (0.7 )   $ 2.8  
Restructuring charges
  $ 0.4     $ 0.7     $ 0.4     $ 0.7  
Merger and acquisition fees
  $ 0.0     $ 0.1     $ 0.0     $ 0.1  
Deferred income adjustment (1)
  $ 0.0     $ 0.1     $ 0.0     $ 0.0  
Management fees
  $ 1.0     $ 1.0     $ 1.0     $ 1.0  
Total adjustments
  $ 37.4     $ 41.2     $ 37.4     $ 41.2  
Adjusted EBITDA
  $ 37.2     $ 41.3     $ 37.2     $ 41.3  
                                 
 
(1)  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 $40.8 million at the end of 3Q12, as compared to $25.2 million at the end of 3Q11. There were no amounts outstanding under the revolving credit facility at the end of both 3Q12 and 3Q11. At the end of both 3Q12 and 3Q11, $11.7 million of the $50.0 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 $79.1 million and $63.5 million at the end of 3Q12 and 3Q11, respectively.
 
Capital expenditures (“CAPEX”) were $11.1 million in 3Q12, as compared to $11.9 million in 3Q11.
 
CUSTOMER ACQUISITION ACTIVITY
 
Total MCV for 3Q12 was $50.1 million, up 12% as compared to $44.7 million in 3Q11, and a record for MCV for GXS in a third quarter. Sales activity in 3Q12 continued to be focused primarily on new Managed Services contracts which comprised 72% of 3Q12 MCV, the same as in 3Q11.

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.
 
 
4

 
 
FINANCIAL GUIDANCE
 
 
The company is providing guidance for 4Q12 as well as adjusting its FY12 guidance previously provided on August 13, 2012. For 4Q12, Revenue is expected to be in the range of $126 to $127 million which would result in FY12 Revenue of $487 and $488 million, tightening the range of guidance previously provided of $485 to $490 million. For 4Q12, Adjusted EBITDA is expected to be in the range of $37.5 to $38.5 million which would result in FY12 Adjusted EBITDA of $145 to $146 million, the high end of the range decreased from guidance previously provided of $145 to $148 million. For 4Q12, CAPEX is expected to be in the range of $11.6 to $13.6 million which would result in FY12 CAPEX of $43 to $45 million, decreased from guidance previously provided of $45 to $50 million. For 4Q12, MCV is expected to be in the range of $49.6 to $54.6 million which would result in FY12 MCV of $205 to $210 million, the high end of the range decreased from guidance previously provided of $205 to $215 million.
 
 
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.
 
   
Fourth Quarter 2012
 
Full Year 2012
 
(in $ millions)
                           
Revenue
  $ 126.0  
to
  $ 127.0     $ 487.0  
to
  $ 488.0  
Adjusted EBITDA
  $ 37.5  
to
  $ 38.5     $ 145.0  
to
  $ 146.0  
CAPEX
  $ 11.6  
to
  $ 13.6     $ 43.0  
to
  $ 45.0  
MCV
  $ 49.6  
to
  $ 54.6     $ 205.0  
to
  $ 210.0  
Adjusted EBITDA %
    29.5 %
to
    30.6 %     29.7 %
to
    30.0 %
 
 
Fourth Quarter and Full Year 2012 Adjusted EBITDA Guidance - Reconciliation to GAAP
 
                                     
(in $ millions)
 
Fourth Quarter 2012
   
Full Year 2012
 
Adjusted EBITDA
  $ 37.5    
to
    $ 38.5     $ 145.0    
to
    $ 146.0  
Income tax benefit (expense) 
  $ 4.0     to     $ 5.0     $ 0.6     to     $ 1.6  
Interest expense, net
          $ (21.1)                        $ (84.7)            
Depreciation and amortization
  $ (14.5 )  
to
    $ (14.0 )   $ (56.8 )  
to
    $ (56.3 )
  Stock compensation expense
    $ (0.3)                         $ (0.9)             
  Other income (expense), net     0.0                         $
(3.7)   
         
Restructuring charges
  $ (1.5 )  
to
    $ (1.0 )   $ (2.9 )  
to
    $ (2.4 )
Management fees
          $ (1.0)                        $ (4.0)             
Total adjustments
  $ (34.4 )  
to
    $ (32.4 )   $ (152.3 )  
to
    $ (150.3 )
Net income (loss)
  $ 3.1    
to
    $ 6.1     $ (7.3 )  
to
    $ (4.3 )
 
 
Note: Some calculations may differ due to rounding
 
5

 
 
EARNINGS CONFERENCE CALL
 
Bob Segert and Gregg Clevenger will conduct a call to review the third quarter 2012 results on Tuesday, November 13, 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 48694736). 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 22 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://www.gxsblogs.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.

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)
 
   
September 30,
2012
   
December 31,
2011
 
   
(Unaudited)
       
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 40,818     $ 12,968  
Receivables, net
    103,650       106,799  
Prepaid expenses and other assets
    27,439       28,881  
Total current assets
    171,907       148,648  
                 
Property and equipment, net
    108,658       105,049  
Goodwill
    269,082       268,767  
Intangible assets, net
    105,642       120,483  
Deferred financing costs
    12,109       15,018  
Other assets
    20,929       23,112  
                 
Total Assets
  $ 688,327     $ 681,077  
                 
Liabilities and Stockholder's Deficit
               
Current liabilities:
               
Borrowings under revolving credit facility
  $ ––     $ 3,000  
Trade payables
    14,861       19,640  
Deferred income
    39,888       46,622  
Accrued expenses and other current liabilities
    68,366       47,369  
Total current liabilities
    123,115       116,631  
                 
Long-term debt
    774,493       772,068  
Deferred income tax liabilities
    11,122       9,961  
Other liabilities
    51,560       46,743  
Total liabilities
    960,290       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
    429,654       429,045  
Accumulated deficit
    (697,950 )     (687,446 )
Accumulated other comprehensive loss
    (3,982 )     (6,208 )
Total GXS Worldwide, Inc. stockholder's deficit
    (272,277 )     (264,608 )
Non-controlling interest
    314       282  
Total stockholder’s deficit
    (271,963 )     (264,326 )
                 
Total Liabilities and Stockholder’s Deficit
  $ 688,327     $ 681,077  

These statements should be read in conjunction with the Form 10-Q filed with the SEC on November 13, 2012.

 
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GXS WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
 (In thousands)
(Unaudited)


   
Three Months ended September 30,
   
Nine Months ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenues
  $ 121,279     $ 122,716     $ 361,000     $ 355,639  
                                 
Costs and operating expenses:
                               
Cost of revenues
    67,201       64,394       198,809       190,883  
Sales and marketing
    17,117       17,049       50,797       48,632  
General and administrative
    15,033       15,365       49,862       49,819  
Restructuring charges
    402       709       1,360       2,328  
Operating income
    21,526       25,199       60,172       63,977  
                                 
Other income (expense):
                               
Interest expense, net
    (21,093 )     (21,109 )     (63,562 )     (61,689 )
Other income (expense), net
    697       (2,755 )     (3,679 )     (3,358 )
Income (loss) before income taxes
    1,130       1,335       (7,069 )     (1,070 )
                                 
Income tax expense
    1,276       1,295       3,403       2,626  
Net income (loss)
    (146 )     40       (10,472 )     (3,696 )
Less:  Net income (loss) attributable to non-controlling interest
    47       (35 )     32       (3 )
                                 
Net income (loss) attributable to GXS Worldwide, Inc.
  $ (193 )   $ 75     $ (10,504 )   $ (3,693 )

These statements should be read in conjunction with the Form 10-Q filed with the SEC on November 13, 2012.
 
 
8

 
 
GXS WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

   
Nine Months ended September 30,
 
   
2012
   
2011
 
Cash flows from operations:
           
Net loss
  $ (10,472 )   $ (3,696 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    42,294       40,165  
Deferred income taxes
    956       (726 )
Amortization of deferred financing costs and debt discount
    6,029       5,546  
Unrealized gain on interest rate swap
    ––       (2,365 )
Settlement of interest rate swap
    ––       (2,318 )
Stock compensation expense
    609       787  
Changes in operating assets and liabilities, net of effect of business acquisitions:
               
(Increase) decrease in receivables
    3,149       (4,974 )
(Increase) decrease in prepaid expenses and other assets
    3,901       (6,466 )
Increase (decrease) in trade payables
    (4,745 )     306  
Increase (decrease) in deferred income
    (6,734 )     320  
Increase in accrued expenses and other liabilities
    25,541       22,761  
Other
    2,302       2,837  
Net cash provided by operating activities
    62,830       52,177  
                 
Cash flows from investing activities:
               
Purchases of property and equipment (including capitalized interest)
    (31,405 )     (34,270 )
Business acquisition, net of cash acquired ($4 for nine months ended September 30, 2011)
    ––       (1,125 )
Net cash used in investing activities
    (31,405 )     (35,395 )
                 
Cash flows from financing activities:
               
Borrowings under revolving credit facility
    20,000       34,000  
Repayments under revolving credit facility
    (23,000 )     (42,000 )
Payment of financing costs
    (421 )     (2 )
Net cash used in financing activities
    (3,421 )     (8,002 )
                 
Effect of exchange rate changes on cash
    (154 )     84  
                 
Increase in cash and cash equivalents
    27,850       8,864  
Cash and cash equivalents, beginning of period
    12,968       16,326  
Cash and cash equivalents, end of period
  $ 40,818     $ 25,190  
                 
Supplemental disclosure of cash flow information:
               
Cash paid for interest, net of amounts capitalized
  $ 39,144     $ 39,285  
Cash paid for interest rate swap
  $ ––     $ 4,683  
Cash paid for income taxes
  $ 2,343     $ 2,215  
                 
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 November 13, 2012.
 
 
9

 

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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