2 0 1 3 a n n u a l r e p o r t
People-Centered Payments®
Financial Information
(in thousands)
(in thousands)
,
$
1
5
4
0
6
9
8
,
,
$
1
6
1
8
4
9
1
,
,
$
1
8
9
1
7
5
5
,
$
5
0
8
0
9
8
,
$
5
4
6
8
8
3
,
$
6
3
4
1
6
5
,
$
1
2
9
.
$
1
4
6
.
$
1
7
2
.
11
12
13
11
12
13
11
12
13
Revenues Before
Reimbursable Items*
Adjusted EBITDA*
Adjusted Cash EPS*
(dollars in thousands, except per share data)
2013
2012
% Change
Total revenues
$2,132,353
$1,870,972
14.0
Revenues before reimbursable items*
$1,891,755
$1,618,491
16.9
Operating income
$386,247
$357,652
8.0
Net income attributable to TSYS common shareholders
$244,750
$244,280
0.2
Basic earnings per share attributable to TSYS common shareholders
Diluted earnings per share attributable to TSYS common shareholders
Return on average shareholder equity
Operating margin
Net profit margin
Adjusted EBITDA*
Adjusted cash earnings per share*
$1.30
$1.29
16.3%
18.1%
12.0%
$1.30
0.0
$1.29
(0.2)
17.9%
19.1%
13.4%
$634,165
$546,883
$1.72
$1.46
16.0
17.8
* Revenues before reimbursable items, adjusted EBITDA and adjusted cash earnings per share are explained further
on pages 23–24 of this report.
d e a r
Shareholders and Friends,
If you’re reading this letter, you likely know that we got our start
within the payments industry in a behind-the-scenes, supporting
role. And what a journey it’s been.
Our reach in the past, which included just a hundred or so financial
institutions, was limited when compared with today. While we
still think of ourselves as being in a supporting role, we also serve
hundreds of thousands of businesses and millions of consumers.
Day in and day out, we continue to evolve, recognizing that there’s
an increasing intersection between payments and the broader
commerce life cycle.
Philip W. Tomlinson
Chairman of the Board
& Chief Executive Officer
At the center of this transformation is our focus on
people. It is our belief that in our rapidly changing
and services — we must blaze the path that takes our
industry toward the use of any payment channel,
industry, this philosophy of putting people first will
regardless of the device.
be the mark of a long legacy.
In this letter, I will reflect on our 2013 results,
In 2013, we completed the celebration of our 30th
putting them in context within our company’s
anniversary and looked back at our successes while
framework of progress.
also learning from our past. But now, we’re primed and
looking ahead, focusing on the future of TSYS®. Whether
it’s striving to develop the “next big thing” in commerce
2013 Results
Our strong performance in 2013 is a testament to our
or making unglamorous-yet-essential, incremental
company’s commitment to continuously transform our
changes in our processes and operations, our company
service capabilities, a carefully-crafted vision from our
is continuously adapting. This path is marked by
executives and Board of Directors, and the dedication
progressive thinking, developing valuable products
and passion of more than 9,800 team members around
and solutions, and creating a flexible infrastructure to
the world.
fuel future innovation.
We understand that payments are becoming
• Revenue: Our total revenues exceeded $2 billion
for the first time in our history. For the year, total
increasingly embedded in consumer experiences and
revenues were $2.1 billion, an increase of 14 percent.
conveniences, without an explicit conventional step
Revenues before reimbursable items were $1.9 billion
such as swiping a card. It is my view that our company
in 2013, an increase of 16.9 percent.
must do more than simply enable the newest products
1
• Earnings Per Share: Adjusted cash earnings
We’ve made solid progress toward this trans-
per share (EPS) was $1.72, an increase of
formation, but we are only at the beginning of
17.8 percent. For the year, adjusted EBITDA
this multi-year journey.
was $634.2 million, an increase of 16 percent.
Here are four key areas we focused on in 2013,
Basic EPS was $1.30, which was the same as 2012.
with reports on our progress.
Diluted EPS was $1.29, a decrease of 0.2 percent.
• Direct to Merchant: We achieved a significant
• Return to Shareholders: For the year, net
milestone in 2013, as our direct merchant
income attributable to common shareholders
acquiring business now comprises 55 percent
was $244.8 million, an increase of 0.2 percent.
of the revenue for the merchant segment. Our
Our closing stock price at year’s end was $33.28,
long-term goal is to grow the direct merchant
and our total shareholder return for 2013 was
acquiring business to be more than 80 percent
57.2 percent. In the fourth quarter, we repurchased
of the segment’s revenue through a combination
3.1 million shares of our stock for $97.6 million.
of organic and acquisition-based growth plays.
Our Board of Directors has approved increasing
the number of shares that may be repurchased
• Direct to Consumer: NetSpend® is our first venture
under our current share repurchase plan from
that connects directly with consumers. Through
20 million shares to 28 million shares, and
research, analytics and usability testing, we hone
extended the expiration date of the plan to
these product offerings and services to better
April 30, 2015. With the increase, we have
meet the needs of the more than 65 million
approximately 12 million shares available
consumers in the United States* who either don’t
to be repurchased under the plan.
have a bank account or don’t want a bank account.
Our Strategic Plays
For years, TSYS’ core business has been third-party
processing for bank issuers and merchant acquirers.
In the United States, our issuer processing business
NetSpend is a leading provider of general purpose
reloadable prepaid cards in the United States. Its
mission is to give consumers the convenience,
security and freedom to be self-banked.
has achieved steady growth, as financial institutions
• Processing and Other Solutions for Card
outsource services not core to their businesses in
order to avoid mounting technology costs and
dealing with a challenging and ever-increasing
regulatory environment.
Issuers: We continue to win in the commercial
and consumer credit card processing space.
Later this year, we expect to complete the
migration of Bank of America to our TS2®
processing platform. At that time, TSYS will
Since 2010, we have been on a journey to transform
process 40 percent of the Visa and MasterCard
our merchant acquiring business from a third-party
consumer credit card accounts issued by the
merchant processor to a direct merchant acquirer.
* 2011 FDIC National Survey of Unbanked and Underbanked Households
2
Since 2010, we have been on a journey to
transform our merchant acquiring business
from a third-party merchant processor to
a direct merchant acquirer.
top-50 Visa and MasterCard consumer credit
card issuers in the United States.* TS2 is the
Why We Win in the Marketplace
Imagine if you were to empty your home of all your
processing platform of choice for banks in North
possessions, sprawl them across your front lawn, and
America and Europe. We also have a growing
then question the usefulness of every item as you
licensing business for our issuer, acquirer and
prepaid card management software (PRIMESM) that
banks in more than 75 countries have embraced
because of its natural fit for both developed and
developing nations.
brought it back in the door. You may have different
ideas about what is necessary and what contributes
toward the most productive, meaningful way forward.
At TSYS, we have taken a thoughtful look in the
mirror and determined which ideas to discard
• Enterprise Innovation: In the next era of
and which to carry with us as 2014 progresses.
commerce, there will be an historic opportunity
I’d like to share with you the “keepers” and why
for all players across the payments space to
I believe we will win with them.
influence change and transform the customer
experience. The financial and societal implications
of this shift should not be understated — it is the
opportunity of a lifetime, and our team is energized
We make thoughtful acquisitions: The
acquisitions of ProPay® and Central Payment®
continue to fuel the growth in our direct merchant
and ready to rise to the occasion. To this end, we
have introduced the TSYS Idea CenterSM, which
brings our team members’ and clients’ ideas to
acquiring business, offering us new distribution
and product capabilities.
life, and transforms them into innovative new
In July 2013, we announced the completion of
products and solutions. In the TSYS Idea Center,
team members are given hands-on interaction
with new technology, in a culture of innovation
the acquisition of NetSpend. It operates in one of
the fastest growing areas of payments — prepaid.
NetSpend is a high-growth company in a fast-
that is extended to clients and leads to productive
growing area that is complementary to TSYS.
collaboration. We realize that positioning ourselves
as an innovation company is certainly not the
easiest path — especially in the legacy payments
industry, which is becoming increasingly
We will continue to look for companies with
synergies that are consistent with our focus
on being a comprehensive payment
influenced by hyper-connectivity, multiple smart
solutions provider.
devices and voluminous amounts of data. But our
decision to continuously reinvent our company
influences everything we do: how we diversify
revenue, how we cross-sell, how we outline
We make strategic capital investments
in our businesses: Having the right technology
blueprint is essential for the future of payments and
enterprise priorities, how we invest, and
commerce. We’ve invested capital and resources in
how we go about creating and maintaining
major technology upgrades for both our merchant
shareholder value.
and issuing businesses.
* The Nilson Report, April 2013, Issue 1,016
3
At TSYS, we have taken a thoughtful look
in the mirror and determined which ideas
to discard and which to carry with us as
2014 progresses.
In 2010, we began the journey to enter the
direct merchant acquiring business by buying
We look to build partnerships: We see
innovation happening at an incredible speed
the merchant services unit of First National Bank
within the financial technology, payments, mobile
of Omaha (FNBO). In early 2014, we completed
and commerce spaces. Many of these ideas involve
the final phase of a three-year migration of that
enhancing the customer experience and taking
business from the legacy FNBO platform to a new
friction out of the process. When a payment
TSYS platform. We now process nearly 100 percent
of our direct merchant acquiring business on our
becomes essential to the delivery of the solution,
TSYS does best in providing value. We are actively
own platform.
seeking partnerships with newcomers to the
payments industry, both from a mergers-and-
In 2013, we defined a business and IT strategy to
acquisitions perspective and as a partner to
support the next generation of financial technology
facilitate the payments portion of their innovations.
on the issuer processing side of our business. This
phased strategy — referred to as SurroundSM —
encompasses two major components. First, it has
We create better experiences: A more satisfying
customer experience is the driving force behind
a technology framework that allows us to deliver
our purpose. Amidst all the digital noise that is
not only on the current needs of our clients,
a byproduct of our world full of countless devices
but also anticipate their needs for tomorrow
and unprecedented connectivity, we have focused
and future generations. The framework enables
on enhancing cardholders’ experiences no matter
a Service-Oriented Architecture (SOA) approach,
what channel or device they choose to connect
making it easier and more cost efficient to connect
with their bank. Using smart phones, apps and the
to TSYS and provide the foundation for future
Web to glean meaningful and intelligent information,
innovation. This will also provide a 360-degree
we deliver this business intelligence in an analyzed
customer view across accounts on file, providing
and structured way, which translates into better
cross-sell, upsell and retention opportunities for
meeting the cardholder’s and merchant’s needs
our clients.
whenever, wherever and however they need it.
Whether it is delivering relevant offers, offering
Second, Surround provides a client and
cloud-based storage, delivering self-service
its customer service agents with a single
capabilities or providing a merchant dashboard
customer view of their cardholders to
to compare a store’s performance against a
support a consistent service experience
business in the same locale, we are focused
across multiple channels. From the branch
on the customer and the merchant.
and the call center to social media and text,
cardholders may communicate from any
channel, and communication is retained
every step of the way.
We prioritize People-Centered Payments: Our
world is always “on,” which means it can be easy to
become overwhelmed with the abundance of data,
4
messages and choices. We avoid this saturation
We recently elected two new members to our
by reflecting upon our core belief and brand
promise — we believe payments should revolve
around people, not the other way aroundSM.
company’s Board of Directors. Bill Isaac and
Connie McDaniel each bring a wealth of know-
ledge and experience to our company that will
We call this belief People-Centered Payments.
be extremely valuable as we continue to grow and
Behind every account number, we see an
expand our role in the ever-changing payments
individual with goals and dreams. It is our
belief that everyone should have access to
industry. While we welcome Bill and Connie, we
also say good-bye and thank you to Richard Bradley
basic financial services, whether they occur
who will retire this May after 23 years of service on
over the Web, on a mobile device, on an airplane,
the TSYS Board, the last five of which he served as
at a car-rental counter, or anywhere cash is
our lead director.
not commonly accepted. For the millions of
consumers who find it challenging to conduct
On a somber note, TSYS said a final good-bye to
the simplest financial transactions, we believe
two of our long-time, emeritus board members,
experiences with alternative financial service
Lovick Corn and Richard Bickerstaff, who passed
providers should be positive and empowering.
away during this past year. They were original
The Roadmap Ahead
For most of our history, TSYS influenced outcomes
63 years of service to TSYS. Both will be missed for
their guidance and contributions to our company.
members of the Board of Directors with a combined
from behind the scenes, as a trusted advisor in
a world that requires high security. Today, we
Yet as we move forward, a great sense of anticipation
sit in a unique position where our customers
guides my pen in this year’s letter to shareholders.
also rely on TSYS as a company that can look
You have my deepest gratitude for your unwavering
across the collective client experience, and
support. I hope you share our excitement about TSYS’
anticipate unforeseen pressure points and
unprecedented demands. We think we
provide order and stability in the midst of
performance as we work to shape a world where
payments revolve around people — for all businesses
and consumers, including our shareholders, our
these industry shifts.
team members and our friends.
However, we know what it takes to truly evolve
to a higher level: a willingness to perpetually
Sincerely,
adapt and transform our company. There is
no single person responsible for innovation
at TSYS; it is a collective effort that is up to
all of us.
Philip W. Tomlinson
Chairman of the Board & Chief Executive Officer
5
board of directors
James H. Blanchard
Chairman of the Board &
Chief Executive Officer, retired
Synovus®
Chairman of the Board
Jordan-Blanchard Capital, LLC
Richard Y. Bradley
Attorney at Law
Bradley & Hatcher
Kriss Cloninger III
President & Chief Financial Officer
Aflac® Incorporated
Walter W. Driver Jr.
Chairman-Southeast
Goldman, Sachs & Co.
Gardiner W. Garrard Jr.
Chairman of the Board
The Jordan Company
Mason H. Lampton
Chairman of the Board
Standard Concrete Products
John T. Turner
Private Investor
Sidney E. Harris
Professor
Georgia State University,
J. Mack Robinson College of Business
Connie D. McDaniel
Vice President &
Chief of Internal Audit, retired
The Coca-Cola Company
William M. Isaac
Senior Managing Director
FTI Consulting
Chairman of the Board
Fifth Third Bancorp
Former Chairman
FDIC
H. Lynn Page
Vice Chairman of the Board, retired
Synovus
TSYS
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
TSYS
Richard W. Ussery
Chairman of the Board, retired
TSYS
M. Troy Woods
President & Chief Operating Officer
TSYS
James D. Yancey
Chairman of the Board, retired
Synovus
Chairman of the Board
Columbus Bank and Trust
emeritus directors
John P. Illges III
Senior Vice President, retired
The Robinson-Humphrey
Company, Inc.
leadership
Executive Management
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
M. Troy Woods
President &
Chief Operating Officer
Samuel A. Nunn
Co-Chairman &
Chief Executive Officer
Nuclear Threat Initiative
Distinguished Professor
The Sam Nunn School
of International Affairs,
Georgia Institute of Technology
Former U.S. Senator
William B. Turner
Chairman of the Executive
Committee, retired
Synovus
W.C. Bradley Co.
Ryland L. Harrelson
Executive Vice President &
Chief Human Resource Officer
James B. Lipham
Senior Executive Vice President &
Chief Financial Officer
Dan Henry
Senior Executive Vice President &
Chief Executive Officer, NetSpend
William A. Pruett
Senior Executive Vice President &
President, North America Services
Paul M. Todd
Executive Vice President,
Strategy, Mergers & Acquisitions,
Product & Marketing
Kenneth L. Tye
Senior Executive Vice President &
Chief Information Officer
G. Sanders Griffith III
Senior Executive Vice President,
General Counsel & Secretary
Gaylon Jowers Jr.
Senior Executive Vice President &
President, International Services
Mark D. Pyke
Senior Executive Vice President &
President, Merchant Services
Executive Vice Presidents
Connie C. Dudley
North America Conversions
Anthony W. Hodge
Application Systems
Charles J. Harris
President, NetSpend
Stephen W. Humber
Software Management
Dennis Jones
Business Operations,
International Services
Kelley C. Knutson
International Services
W. Allen Pettis
Relationship Management
Dorenda K. Weaver
Chief Accounting Officer
David E. Wood
Business Operations,
Merchant Services
6
Selected Financial Data
The following financial data should be read in conjunction with the Consolidated Financial Statements and Notes
thereto and Financial Review sections of the Annual Report. The historical trends in Total System Services, Inc.’s
(TSYS’ or the Company’s) results of operations and financial position over the last five years are presented below.
Years Ended December 31,
(in thousands, except per share data)
2013
2012
2011
2010
2009
Income Statement Data:
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,132,353 1,870,972 1,808,966 1,717,577 1,677,483
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 386,247
357,652
322,456
309,429
344,026
Income from continuing operations, net of tax . . . . $ 256,597
—
Loss from discontinued operations, net of tax . . . . .
249,923
—
222,662
—
208,866
(3,245)
225,720
(6,544)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling
256,597
249,923
222,662
205,621
219,176
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11,847)
(5,643)
(2,103)
(11,674)
(3,963)
Net income attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 244,750
244,280
220,559
193,947
215,213
Basic earnings per share (EPS)* attributable to TSYS
common shareholders:
Income from continuing operations . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted EPS* attributable to TSYS common
shareholders:
Income from continuing operations . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends declared per share . . . . . . . . . . . . . . $
1.30
—
1.30
1.29
—
1.29
0.40
1.30
—
1.30
1.29
—
1.29
0.40
1.15
—
1.15
1.15
—
1.15
0.31
1.00
(0.02)
0.99
1.00
(0.02)
0.99
0.28
1.12
(0.03)
1.09
1.12
(0.03)
1.09
0.28
As of December 31,
(in thousands)
2013
2012
2011
2010
2009
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,686,568 2,023,838 1,858,392 1,952,261 1,710,954
Obligations under long-term debt and capital
leases, excluding current portion . . . . . . . . . . . .
1,435,751
192,014
63,593
225,276
205,123
* Basic and diluted EPS amounts for continuing operations and net income do not total due to rounding.
Financial Overview
TSYS’ revenues are derived from providing global
payment services to financial and nonfinancial
institutions, generally under long-term processing
contracts. The Company’s services are provided
through the Company’s four operating segments:
North America Services, International Services,
Merchant Services, and NetSpend.
Through the Company’s North America Services and
International Services segments, TSYS processes
information through its cardholder systems to
financial institutions throughout the United States and
internationally. The Company’s North America
Services segment provides these services to clients in
the United States, Canada, Mexico and the
Caribbean. The Company’s International Services
segment provides services to clients in Europe, India,
Middle East, Africa, Asia Pacific and Brazil. The
Company’s Merchant Services segment provides
merchant services to merchant acquirers and
merchants in the United States.
TSYS acquires other companies as part of its strategy
for growth.
7
On July 1, 2013, TSYS completed its acquisition of all
the outstanding stock of NetSpend Holdings, Inc.
(NetSpend). NetSpend operates as a single
reportable business segment and provides general
purpose reloadable (GPR) prepaid debit and payroll
cards and alternative financial service solutions to the
underbanked and other consumers in the United
States. The products NetSpend manages provide
underbanked consumers access to FDIC-insured
depository accounts with a menu of pricing and
features specifically tailored to their needs. All
cardholder funds are held by NetSpend’s issuing
banks. NetSpend has an extensive distribution and
reload network comprised of financial service centers
and other retail locations throughout the United
States.
The following table sets forth each segment’s
revenues as a percentage of the Company’s total
revenues:
Years Ended December 31,
2013
2012
2011
North America Services . .
Merchant Services . . . . . .
International Services . . .
NetSpend . . . . . . . . . . . . .
46%
25
19
10
51%
27
22
—
51%
27
22
—
favorably or unfavorably impact TSYS’ financial
position, results of operations and cash flows in the
future.
TSYS’ reported financial results will also be impacted
by significant shifts in currency conversion rates. TSYS
does not view foreign currency as an economic event
for the Company but as a financial reporting issue.
Because changes in foreign currency exchange rates
distort the operating growth rates, TSYS discloses the
impact of foreign currency translation on its financial
performance.
A significant amount of the Company’s revenues are
derived from long-term contracts with large clients.
Processing contracts with large clients, representing a
significant portion of the Company’s total revenues,
generally provide for discounts on certain services
based on the size and activity of clients’ portfolios.
Therefore, revenues and the related margins are
influenced by the client mix relative to the size of
client portfolios, as well as the number and activity of
individual cardholder or merchant accounts
processed for each client. Consolidation among
financial institutions has resulted in an increasingly
concentrated client base, which results in a change in
client mix toward larger clients.
Total revenues . . . . . . . . .
100% 100% 100%
Regulation
Due to the somewhat seasonal nature of the credit
card industry, TSYS’ revenues and results of
operations have generally increased in the fourth
quarter of each year because of increased transaction
and authorization volumes during the traditional
holiday shopping season. Furthermore, growth or
declines in card and merchant portfolios of existing
clients, the conversion of cardholder and merchant
accounts of new clients to the Company’s processing
platforms, the receipt of fees for early contract
termination and the loss of cardholder and merchant
accounts either through purges or deconversions
impact the results of operations from period to
period.
Another factor which may affect TSYS’ revenues and
results of operations from time to time is
consolidation in the financial services or retail
industries either through the sale, by a client, of its
business, its card portfolio or a segment of its
accounts to a party which processes cardholder or
merchant accounts internally or uses another third-
party processor. A change in the economic
environment in the retail sector, or a change in the
mix of payments between cash and cards could
Government regulation affects key areas of TSYS’
business, in the U.S. as well as internationally. As a
result of the financial crisis, TSYS, along with the rest
of the financial services industry, continues to
experience increased legislative and regulatory
scrutiny, including the enactment of additional
legislative and regulatory initiatives such as the Dodd-
Frank Wall Street Reform and Consumer Protection
Act (Financial Reform Act). This legislation, which
provides for sweeping financial regulatory reform,
may have a significant and negative impact on the
Company and its clients, which could impact TSYS’
earnings through fee reductions, higher costs (both
regulatory and implementation) and new restrictions
on operations. The Financial Reform Act may also
impact the competitive dynamics of the financial
services industry in the U.S. by more adversely
impacting large financial institutions, some of which
are TSYS clients, and by adversely impacting the
competitive position of U.S. financial institutions in
comparison to foreign competitors in certain
businesses.
The Financial Reform Act, which includes the Durbin
Amendment to the Electronic Funds Transfer Act,
mandates that the Board of Governors of the Federal
Reserve System (Board) limit debit card interchange
8
fees. Final rules were issued in June 2011. The final
rules cap interchange fees for debit transactions at
$0.21 plus five basis points of the transaction and
require that the amount of any debit interchange
transaction fee charged be reasonable and
proportional to the costs incurred in connection with
the transaction. In July 2013, a federal court
invalidated these rules and ordered the Board to
revise them. However, that order has been stayed
and the rules have been left in place pending the
resolution of an expedited appeal filed by the Board
with the federal appeals court.
Although this legislative action by the U.S. Congress
had been anticipated for some time, it remains
impossible to predict the impact, if any, that the law
and the regulations to be promulgated thereunder
may have on the Company’s operations or its
financial condition in the future. However, as TSYS’
business is predominately credit card related, the
Durbin Amendment is not expected to have a
significant negative impact upon TSYS’ business.
Financial Review
This Financial Review provides a discussion of critical
accounting policies and estimates, related party
transactions and off-balance sheet arrangements.
This Financial Review also discusses the results of
operations, financial position, liquidity, and capital
resources of TSYS and outlines the factors that have
affected its recent earnings, as well as those factors
that may affect its future earnings. The accompanying
Consolidated Financial Statements and related Notes
are an integral part of this Financial Review and
should be read in conjunction with it.
Critical Accounting Policies and
Estimates
Risk factors that could affect the Company’s future
operating results and cause actual results to vary
materially from expectations are listed in the
Company’s forward-looking statements. Negative
developments in these or other risk factors could
have a material adverse effect on the Company’s
financial position, results of operations and cash
flows.
TSYS’ financial position, results of operations and
cash flows are impacted by the accounting policies
the Company has adopted. Refer to Note 1 in the
consolidated financial statements for more
information on the Company’s basis of presentation
and a summary of significant accounting policies.
Management believes that the following accounting
policies are the most critical to fully understand and
evaluate the Company’s results. Within each critical
policy, the Company makes estimates that require
management’s subjective or complex judgments
about the effects of matters that are inherently
uncertain.
A summary of the Company’s critical accounting
estimates applicable to all four reportable operating
segments follows:
Allowance for Doubtful Accounts and Billing
Adjustments
The Company estimates the allowance for doubtful
accounts. When estimating the allowance, the
Company takes into consideration such factors as its
knowledge of the financial position of specific clients,
the industry and size of its clients, the overall
composition of its accounts receivable aging, prior
experience with specific customers of accounts
receivable write-offs and prior history of allowances in
proportion to the overall receivable balance. This
analysis includes an ongoing and continuous
communication with its largest clients and those
clients with past due balances. A financial decline of
any one of the Company’s large clients could have a
material adverse effect on collectability of receivables
and thus the adequacy of the allowance for doubtful
accounts. If the actual collectability of clients’
accounts is not consistent with the Company’s
estimates, bad debt expense, which is recorded in
selling, general and administrative expenses, may be
materially different than was initially recorded. The
Company’s experience and extensive data
accumulated historically indicates that these
estimates have proven reliable over time.
The Company estimates allowances for billing
adjustments for potential billing discrepancies. When
estimating the allowance for billing adjustments, the
Company considers its overall history of billing
adjustments, as well as its history with specific clients
and known disputes. If the actual adjustments to
clients’ billing are not consistent with the Company’s
estimates, billing adjustments, which are recorded as
a reduction of revenues in the Company’s
Consolidated Statements of Income, may be
materially different than was initially recorded. The
Company’s experience and extensive data
accumulated historically indicates that these
estimates have proven reliable over time.
9
Contract Acquisition Costs
Acquisitions — Purchase Price Allocation
In evaluating for recoverability, expected cash flows
are estimated by management. The Company
evaluates the carrying value of contract acquisition
costs associated with each customer for impairment
on the basis of whether these costs are fully
recoverable from either contractual minimum fees
(conversion costs) or from expected undiscounted net
operating cash flows of the related contract (cash
incentives paid). The determination of expected
undiscounted net operating cash flows requires
management to make estimates. If the actual cash
flows are not consistent with the Company’s
estimates, a material impairment charge may result
and net income may be materially different than was
initially recorded.
These costs may become impaired with the loss of a
contract, the financial decline of a client, termination
of conversion efforts after a contract is signed, or
diminished prospects for current clients. Note 10 in
the consolidated financial statements contains a
discussion of contract acquisition costs. The net
carrying value of contract acquisition costs on the
Company’s Consolidated Balance Sheet as of
December 31, 2013 was $184.9 million.
Software Development Costs
In evaluating for recoverability, expected cash flows
are estimated by management. The Company
evaluates the unamortized capitalized costs of
software development as compared to the net
realizable value of the software product, which is
determined by expected undiscounted net operating
cash flows. The amount by which the unamortized
software development costs exceed the net
realizable value is written off in the period that such
determination is made. If the actual cash flows are
not consistent with the Company’s estimates, a
material write-off may result and net income may be
materially different than was initially recorded.
Assumptions and estimates about future cash flows
and remaining useful lives of software are complex
and subjective. They can be affected by a variety of
factors, including industry and economic trends,
changes in the Company’s business strategy, and
changes in internal forecasts. Note 8 in the
consolidated financial statements contains a
discussion of internally developed software costs. The
net carrying value of internally developed software on
the Company’s Consolidated Balance Sheet as of
December 31, 2013 was $82.0 million.
TSYS’ purchase price allocation methodology
requires the Company to make assumptions and to
apply judgment to estimate the fair value of acquired
assets and liabilities. TSYS estimates the fair value of
assets and liabilities based upon appraised market
values, the carrying value of the acquired assets and
widely accepted valuation techniques, including
discounted cash flows and market multiple analyses.
Management determines the fair value of fixed assets
and identifiable intangible assets such as developed
technology or customer relationships, and any other
significant assets or liabilities. TSYS adjusts the
purchase price allocation, as necessary, up to one
year after the acquisition closing date as TSYS
obtains more information regarding asset valuations
and liabilities assumed. Unanticipated events or
circumstances may occur which could affect the
accuracy of the Company’s fair value estimates,
including assumptions regarding industry economic
factors and business strategies, and result in an
impairment or a new allocation of purchase price.
Given its history of acquisitions, TSYS may allocate
part of the purchase price of future acquisitions to
contingent consideration as required by GAAP for
business combinations. The fair value calculation of
contingent consideration will involve a number of
assumptions that are subjective in nature and which
may differ significantly from actual results. TSYS may
experience volatility in its earnings to some degree in
future reporting periods as a result of these fair value
measurements.
Goodwill
In evaluating for impairment, discounted net cash
flows for future periods are estimated by
management. In accordance with the provisions of
Accounting Standards Codification (ASC) 350,
“Intangibles — Goodwill and Other,” goodwill is
required to be tested for impairment at least
annually. The combination of the income approach
utilizing the discounted cash flow (DCF) method and
the market approach, utilizing readily available
market valuation multiples, is used to estimate the
fair value. Under the DCF method, the fair value of
the asset reflects the present value of the projected
earnings that will be generated by each asset after
taking into account the revenues and expenses
associated with the asset, the relative risk that the
cash flows will occur, the contribution of other assets,
and an appropriate discount rate to reflect the value
10
of invested capital. Cash flows are estimated for
future periods based on historical data and
projections provided by management. If the actual
cash flows are not consistent with the Company’s
estimates, a material impairment charge may result
and net income may be materially different than was
initially recorded. Note 6 in the consolidated financial
statements contains a discussion of goodwill. The net
carrying value of goodwill on the Company’s
Consolidated Balance Sheet as of December 31,
2013 was $1.5 billion.
Long-lived Assets and Intangibles
In evaluating for recoverability, expected
undiscounted net operating cash flows are estimated
by management. The Company reviews long-lived
assets, such as property and equipment and
intangibles subject to amortization, including contract
acquisition costs and certain computer software, for
impairment whenever events or changes in
circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of
assets to be held and used is measured by a
comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected
to be generated by the asset. If the actual cash flows
are not consistent with the Company’s estimates, a
material impairment charge may result and net
income may be materially different than was initially
recorded.
Revenue Recognition
The Company recognizes revenues in accordance
with the provisions of Staff Accounting Bulletin (SAB)
No. 104, which sets forth guidance as to when
revenue is realized or realizable and earned when all
of the following criteria are met: (1) persuasive
evidence of an arrangement exists; (2) delivery has
occurred or services have been performed; (3) the
seller’s price to the buyer is fixed or determinable;
and (4) collectability is reasonably assured.
The Company evaluates its contractual arrangements
that provide services to clients through a bundled
sales arrangement in accordance with the provisions
of ASC 605 Revenue Recognition. ASC 605
addresses the determination of whether an
arrangement involving more than one deliverable
contains more than one unit of accounting and how
the arrangement consideration should be measured
and allocated to the separate units of accounting.
A deliverable in multiple element arrangements
indicates any performance obligation on the part of
the seller and includes any combination of
obligations to perform different services, grant
licenses or other rights. Revenue is allocated to the
separate units of accounting in a multiple element
arrangement based on relative fair values, provided
the delivered element has standalone value to the
customer and delivery of any undelivered items is
probable and substantially within the Company’s
control. Evidence of fair value must be objective and
reliable. An item has value to the customer on a
standalone basis if it is sold separately by any vendor
or the customer could resell the deliverable on a
standalone basis.
As TSYS’ business and service offerings change in the
future, the determination of the number of
deliverables in an arrangement and related units of
accounting and future pricing practices may result in
changes in the estimates of vendor-specific objective
evidence of selling price (VSOE) and estimate of the
standalone selling price (ESP), which may change the
ratio of fees allocated to each service or unit of
accounting in a given customer arrangement. There
were no material changes or impact to revenue in
revenue recognition in the year ended December 31,
2013 due to any changes in the determination of the
number of deliverables in an arrangement, units of
accounting, or estimates of VSOE or ESP.
Cardholders’ Reserve
The Company is exposed to losses due to cardholder
fraud, payment defaults and other forms of
cardholder activity as well as losses due to non-
performance of third parties who receive cardholder
funds for transmittal to the Issuing Banks (banks that
issue MasterCard International or Visa USA, Inc.
branded cards to customers). The Company
establishes a reserve for the losses it estimates will
arise from processing customer transactions, debit
card overdrafts, chargebacks for unauthorized card
use and merchant-related chargebacks due to non-
delivery of goods or services. These reserves are
established based upon historical loss and recovery
rates and cardholder activity for which specific losses
can be identified. The cardholders’ reserve was
approximately $5.8 million as of December 31, 2013.
The provision for cardholder losses is included in cost
of services in the Consolidated Statements of
Income. The Company regularly updates its estimate
as new facts become known and events occur that
may impact the settlement or recovery of losses.
11
Provision for Merchant Losses
The Company has potential liability for losses
resulting from disputes between a cardholder and a
merchant that arise as a result of, among other
things, the cardholder’s dissatisfaction with
merchandise quality or merchant services. Such
disputes may not be resolved in the merchant’s favor.
In these cases, the transaction is “charged back” to
the merchant, which means the purchase price is
refunded to the customer by the card-issuing bank
and charged to the merchant. If the merchant is
unable to fund the refund, TSYS must do so. TSYS
also bears the risk of reject losses arising from the
fact that TSYS collects fees from its merchants on the
first day after the monthly billing period. If the
merchant has gone out of business during such
period, TSYS may be unable to collect such fees.
TSYS maintains cash deposits or requires the pledge
of a letter of credit from certain merchants, generally
those with higher average transaction size where the
card is not present when the charge is made or the
product or service is delivered after the charge is
made, in order to offset potential contingent
liabilities such as chargebacks and reject losses that
would arise if the merchant went out of business.
Most chargeback and reject losses are charged to
cost of services as they are incurred. However, the
Company also maintains a provision against losses,
including major fraud losses, which are both less
predictable and involve larger amounts. The loss
provision is established using historical loss rates,
applied to recent bankcard processing volume. As of
December 31, 2013, the Company had a merchant
loss accrual in the amount of $991,000.
Transaction Processing Provisions
The Company records estimates to provide for
contract contingencies (performance penalties) and
processing errors. A significant number of the
Company’s contracts with large clients contain
service level agreements which can result in TSYS
incurring performance penalties if contractually
required service levels are not met. When estimating
these accruals, the Company takes into consideration
such factors as the prior history of performance
penalties and processing errors incurred, actual
contractual penalties inherent in the Company’s
contracts, progress towards milestones, and known
processing errors not covered by insurance. If the
actual performance penalties incurred are not
consistent with the Company’s estimates,
performance penalties and processing errors, which
are recorded in cost of services, may be materially
different than were initially recorded. The Company’s
experience and extensive data accumulated
historically indicates that these estimates have proven
reliable over time.
Income Taxes
In calculating its effective tax rate, the Company
makes decisions regarding certain tax positions,
including the timing and amount of deductions and
allocations of income among various tax jurisdictions.
The Company has various tax filing positions,
including the timing and amount of deductions and
credits, the establishment of reserves for audit
matters and the allocation of income among various
tax jurisdictions.
The Company makes estimates as to the amount of
deferred tax assets and liabilities and records
valuation allowances to reduce its deferred tax assets
to reflect the amount that is more likely than not to
be realized. The Company considers projected future
taxable income and ongoing tax planning strategies
in assessing the need for the valuation allowance.
Actual results may differ from the Company’s
estimates. If the Company realizes a deferred tax
asset or the Company was unable to realize a net
deferred tax asset, an adjustment to the deferred tax
asset would increase or decrease earnings,
respectively, in the period the difference is
recognized.
Related Party Transactions
The Company provides electronic payment
processing and other services to the Company’s
equity investments, Total System Services de México,
S.A. de C.V. (TSYS de México) and China UnionPay
Data Co., Ltd. (CUP Data).
The related party services are performed under
contracts that are similar to its contracts with
unrelated third party customers. The Company
believes the terms and conditions of transactions
between the Company and these related parties are
comparable to those which could have been
obtained in transactions with unaffiliated parties. The
Company’s margins with respect to related party
transactions are comparable to margins recognized in
transactions with unrelated third parties. The amounts
related to these transactions are immaterial. No
significant changes have been made to the method
of establishing terms with the affiliated companies
during the periods presented.
Refer to Note 3 in the consolidated financial
statements for more information on transactions with
affiliated companies.
12
Off-Balance Sheet Arrangements
OPERATING LEASES: As a method of funding its
operations, TSYS employs noncancelable operating
leases for computer equipment, software and facilities.
These leases allow the Company to use the latest
technology while avoiding the risk of ownership. Neither
the assets nor obligations related to these leases are
included on the balance sheet. Refer to Notes 1 and 15
in the consolidated financial statements for further
information on operating lease commitments.
CONTRACTUAL OBLIGATIONS: The total liability
for uncertain tax positions under ASC 740, “Income
Taxes,” as of December 31, 2013 is $2.7 million.
Refer to Note 14 in the consolidated financial
statements for more information on income taxes.
The Company is not able to reasonably estimate the
amount by which the liability will increase or decrease
over time; however, at this time, the Company does
not expect significant changes related to these
obligations within the next year.
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update
(ASU) 2013-11 “Presentation of an Unrecognized Tax
Benefit When a Net Operating Loss Carryforward, a
Similar Tax Loss, or a Tax Credit Carryforward Exists.”
ASU 2013-11 eliminates diversity in practice regarding
financial statement presentation of an unrecognized
tax benefit when a net operating loss carryforward, a
similar tax loss, or a tax credit carryforward exists. For
public entities, this ASU is effective for fiscal years,
and interim periods within those years, beginning
after December 15, 2013. Early adoption is permitted.
The Company does not expect the adoption of this
ASU to have a material impact on its financial position,
results of operations or cash flows.
Results of Operations
Revenues
In March 2013, the FASB issued ASU 2013-05
“Parent’s Accounting for the Cumulative Translation
Adjustment upon Derecognition of Certain
Subsidiaries or Groups of Assets within a Foreign
Entity or of an Investment in a Foreign Entity.”
ASU 2013-05 addresses the accounting for the
cumulative translation adjustment when a parent
either sells part or all of its investment in a foreign
entity or no longer holds a controlling financial
interest in a subsidiary or group of assets that is a
nonprofit activity or a business within a foreign entity.
For public entities, the ASU is effective prospectively
for fiscal years, and interim periods within those
years, beginning after December 15, 2013. Early
adoption is permitted. The Company does not
expect the adoption of this ASU to have a material
impact on its financial position, results of operations
or cash flows.
In February 2013, the FASB issued ASU 2013-02,
“Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income.”
ASU 2013-02 requires that, for items reclassified out
of accumulated other comprehensive income (AOCI)
and into net income in their entirety, entities must
disclose the effect of reclassification on each affected
net income line item. For AOCI reclassification items
not reclassified in their entirety into net income,
entities must provide a cross reference to other
required disclosures. ASU 2013-02 is effective for
public companies for annual reporting periods
beginning after December 15, 2012 and interim
periods in those years. TSYS adopted this ASU on
January 1, 2013. There were no reclassifications of
AOCI to net income or to other accounts for the year
ended December 31, 2013. The adoption of this ASU
did not have a material impact on the Company’s
financial position, results of operations or cash flows.
The Company generates revenues by providing
transaction processing and other payment-related
services. The Company’s pricing for transactions and
services is complex. Each category of revenue has
numerous fee components depending on the types of
transactions processed or services provided. TSYS
reviews its pricing and implements pricing changes on
an ongoing basis. In addition, standard pricing varies
among its regional businesses, and such pricing can
be customized further for customers through tiered
pricing of various thresholds for volume activity. TSYS’
revenues are based upon transactional information
accumulated by its systems or reported by its
customers. The Company’s revenues are impacted by
currency translation of foreign operations, as well as
doing business in the current economic environment.
Total revenues increased 14.0% for the year ended
December 31, 2013. Excluding reimbursable items,
the Company estimates revenues, decreased 5.3%
due to lost business and 1.9% due to price reductions,
and 1.9% due to currency translation, termination
fees, and other adjustments and increased 16.7% due
to the impact of acquisitions and 9.2% as a result of
new business and internal growth.
13
TSYS’ revenues are generated primarily from charges
based on the number of accounts on file (AOF),
transactions and authorizations processed,
statements mailed, cards embossed and mailed, and
other processing services for cardholder AOF.
Cardholder AOF include active and inactive
consumer credit, retail, prepaid, stored value,
government services and commercial card accounts.
TSYS’ revenues in its North America Services and
International Services segments are influenced by
several factors, including volumes related to AOF and
transactions. TSYS estimates that approximately
49.6% of these segments’ revenues is AOF and
transaction volume driven. The remaining 50.4% of
payment processing revenues are not AOF and
transaction volume driven, and are derived from
production and optional services TSYS considers to
be value added products and services, custom
programming and licensing arrangements.
Whether or not an account on file is active can impact
TSYS’ revenues differently. Active accounts are
accounts that have had monetary activity either
during the current month or in the past 90 days
based on contractual definition. Inactive accounts are
accounts that have not had a monetary transaction
(such as a purchase or payment) in the past 90 days.
The more active an account is, the more revenue is
generated for TSYS (items such as transactions and
authorizations processed and statements billed).
Occasionally, a client will purge inactive accounts
from its portfolio. An inactive account typically will
only generate an AOF charge. A processing client will
periodically review its cardholder portfolio based
upon activity and usage. Each client, based upon
criteria individually set by the client, will flag an
account to be “purged” from TSYS’ system and
deactivated.
A deconversion involves a client migrating all of its
accounts to an in-house solution or another
processor. Account deconversions include active and
inactive accounts and can impact the Company’s
revenues significantly more than an account purge.
A sale of a portfolio typically involves a client selling a
portion of its accounts to another party. A sale of a
portfolio and a deconversion impact the Company’s
financial statements in a similar fashion, although a
sale usually has a smaller financial impact due to the
number of accounts typically involved.
TSYS’ revenues in its Merchant Services segment are
influenced by several factors, including volumes
related to transactions and dollar sales volume, which
are approximately 93.4% of this segment’s revenues.
The remaining 6.6% of Merchant Services’ revenues
are derived from value added services, monthly
statement fees, compliance fees, and miscellaneous
services.
TSYS’ revenues in its NetSpend segment primarily
consist of a portion of the service fees and
interchange revenues received by NetSpend’s
prepaid card Issuing Banks in connection with the
programs managed by NetSpend. For the year
ended December 31, 2013, 74.9% of revenues was
derived from fees charged to cardholders and 25.1%
of revenues was derived from interchange. Service
fee revenues are driven by the number of active
cards, and in particular by the number of cards with
direct deposit. Cardholders with direct deposit
generally initiate more transactions and generate
more revenues than those that do not take
advantage of this feature. Interchange revenues are
driven by gross dollar volume. Substantially all of the
NetSpend segment’s revenues are volume driven as
they are driven by the active card and gross dollar
volume indicators.
14
A summary of the consolidated financial highlights for the years ended December 31, 2013, 2012 and 2011 is
provided below:
Years Ended December 31,
Percent Change
(in millions)
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,132.4 $1,871.0 1,809.0
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . .
322.5
Net income attributable to TSYS common
386.2
357.7
2011
2012
2013
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share (EPS)1 . . . . . . . . . . . . . . . .
Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted earnings before interest, taxes,
depreciation, and amortization (Adjusted
EBITDA)2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted cash EPS3 . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from operating activities . . . . . . . . . . . .
244.8
1.30
1.29
634.2
1.72
452.4
244.3
1.30
1.29
546.9
1.46
455.8
220.6
1.15
1.15
508.1
1.29
436.3
2013 vs. 2012
14.0%
8.0
2012 vs. 2011
3.4%
10.9
0.2
0.0
(0.2)
16.0
17.8
(0.7)
10.7
13.0
12.2
7.6
12.9
4.5
1
2
3
Basic and diluted EPS is computed based on the two-class method in accordance with the guidance under ASC 260
“Earnings Per Share”. Refer to Note 25 in the consolidated financial statements for more information on EPS.
Adjusted EBITDA is net income excluding equity in income of equity investments, nonoperating income/(expense), income
taxes, depreciation, amortization and stock-based compensation expenses and other non-recurring items.
Adjusted cash EPS is adjusted cash earnings divided by weighted average shares outstanding used for basic EPS
calculations. Adjusted cash earnings is net income excluding the after-tax impact of stock-based compensation expenses,
amortization of acquisition intangibles and other nonrecurring items.
Total revenues increased 14.0%, or $261.4 million, for the year ended December 31, 2013, compared to the year
ended December 31, 2012, which increased 3.4%, or $62.0 million, compared to the year ended December 31,
2011. The increases in revenues for 2013 and 2012 include decreases of $20.3 million and $6.0 million,
respectively, related to the effects of currency translation of the Company’s foreign-based subsidiaries and
branches.
Excluding reimbursable items, revenues increased 16.9%, or $273.3 million, for the year ended December 31,
2013, compared to the year ended December 31, 2012, which increased 5.0%, or $77.8 million, compared to the
year ended December 31, 2011. The Company expanded its product and service offerings through acquisitions
during 2013, 2012, and 2011. The impact of these acquisitions for the years ended December 31, 2013, 2012,
and 2011 was $270.2 million, $27.1 million, and $42.4 million, respectively.
Below is a summary of AOF for the Company’s North America Services and International Services segments:
(in millions)
As of December 31,
Commercial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
Consumer Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229.0 200.5
25.0
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256.8 225.5
37.1
12.8
Subtotal1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315.6 275.4
Prepaid/Stored Value2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.0 115.9
Government Services3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57.0
Commercial Card Single Use4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31.1
Total AOF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541.1 479.4
62.2
45.3
39.9
18.9
27.8
2013
Percent
Change
14.2%
11.0
13.9
7.6
47.6
14.6
1.8
9.2
45.4
12.9%
1
2
Traditional accounts include consumer, retail, commercial, debit and other accounts. These accounts are grouped together
due to the tendency to have more transactional activity than prepaid, government services and single use accounts.
These accounts tend to have less transactional activity than the traditional accounts. Prepaid and stored value cards are
issued by firms through retail establishments to be purchased by consumers to be used at a later date. These accounts
tend to be the least active of all accounts on file.
3 Government services accounts are disbursements of student loan accounts issued by the Department of Education, which
4
have minimal activity.
Commercial card single use accounts are one-time use accounts issued by firms to book lodging and other travel related
expenses.
15
Major Customer
The Company works to maintain a large and diverse
customer base across various industries. A significant
amount of the Company’s revenues are derived from
long-term contracts with large clients. TSYS derives
revenues from providing various processing and
other services to these clients, including processing
of consumer and commercial accounts, as well as
revenues for reimbursable items. The loss of one of
the Company’s large clients could have a material
adverse effect on the Company’s financial position,
results of operations and cash flows.
On July 19, 2012, TSYS announced that it finalized a
master services agreement, with a minimum six year
term, with Bank of America to provide processing
services for its consumer credit card portfolios in the
U.S. In addition, TSYS will continue to process Bank
of America’s commercial credit card portfolios in the
U.S. and internationally. TSYS plans to complete the
conversion of Bank of America’s consumer card
portfolio from its in-house processing system in the
third quarter of 2014. Following the processing term,
the agreement provides Bank of America the option
to use the TS2 software pursuant to a license under a
long-term payment structure for purposes of
processing its consumer card portfolio.
The master services agreement with Bank of America
provides for a tiered-pricing arrangement for both
the consumer card portfolio and the existing
commercial card portfolios.
In June 2009, Bank of America announced that it
formed a new joint venture to provide merchant
services. In November 2010, TSYS and Bank of
America agreed to a new agreement, during the term
of which TSYS expects merchant services revenues
from Bank of America to decline as Bank of America
transitions its services to its new joint venture.
Effective June 2013, the Company renewed its
processing agreement, which includes revenue
minimums, with Bank of America for an additional
two years.
The loss of Bank of America as a merchant services
client is not expected to have a material adverse
effect on TSYS’ financial position, results of
operations or cash flows. However, the loss will have
a significant adverse effect on the Merchant Services
segment’s financial position, results of operations and
cash flows.
Refer to Note 21 in the consolidated financial
statements for more information on major customers.
Operating Segments
TSYS’ services are provided through four operating
segments: North America Services, International
Services, Merchant Services, and NetSpend.
The Company’s North America Services and
International Services segments have many long-term
customer contracts with card issuers providing
account processing and output services for printing
and embossing items. These contracts generally
require advance notice prior to the end of the
contract if a client chooses not to renew. Additionally,
some contracts may allow for early termination upon
the occurrence of certain events such as a change in
control. The termination fees paid upon the
occurrence of such events are designed primarily to
cover balance sheet exposure related to items such
as capitalized conversion costs or client incentives
associated with the contract and, in some cases, may
cover a portion of lost future revenue and profit.
Although these contracts may be terminated upon
certain occurrences, the contracts provide the
segment with a steady revenue stream since a vast
majority of the contracts are honored through the
contracted expiration date.
These services are provided throughout the period of
each account’s use, starting from a card-issuing client
processing an application for a card. Services may
include processing the card application, initiating
service for the cardholder, processing each card
transaction for the issuing retailer or financial
institution and accumulating the account’s
transactions. Fraud management services monitor the
unauthorized use of accounts which have been
reported to be lost, stolen, or which exceed credit
limits. Fraud detection systems help identify
fraudulent transactions by monitoring each account
holder’s purchasing patterns and flagging unusual
purchases. Other services provided include
customized communications to cardholders,
information verification associated with granting
credit, debt collection, and customer service.
TSYS’ revenues in its North America Services and
International Services segments are derived from
electronic payment processing. There are certain
basic core services directly tied to accounts on file
and transactions. These are provided to all of TSYS’
processing clients. The core services begin with an
account on file.
16
The core services include housing an account on
TSYS’ system (AOF), authorizing transactions
(authorizations), accumulating monthly transactional
activity (transactions) and providing a monthly
statement (statement generation). From these core
services, TSYS’ clients also have the option to use
fraud and portfolio management services.
Collectively, these services are considered volume-
based revenues.
Non-volume related revenues include processing
fees which are not directly associated with AOF and
transactional activity, such as value added products
and services, custom programming and certain other
services, which are only offered to TSYS’ processing
clients.
Value added products and services, which includes
services such as data analytics and application
processing, are primarily non-volume related, are only
offered to TSYS’ processing clients (i.e., indirectly
derived from accounts on file). These ancillary
products and services, along with offerings such as
card production, statement production, managed
services, customized reporting and custom
programming provided to clients at an hourly rate, are
considered non-volume based products and services.
Additionally, certain clients license the Company’s
processing systems and process in-house. Since the
accounts are processed outside of TSYS for licensing
arrangements, the AOF and other volumes are not
available to TSYS. Thus, volumes reported by TSYS
do not include volumes associated with licensing.
A summary of each segment’s results follows:
North America Services
The North America Services segment provides issuer
account solutions for financial institutions and other
organizations primarily based in North America.
Growth in revenues and operating profit in this
segment is derived from retaining and growing the
core business and improving the overall cost
structure. Growing the core business comes primarily
from an increase in account usage, growth from
existing clients (also referred to as organic growth)
and sales to new clients and the related account
conversions.
This segment has one major customer. Below is a
summary of the North America Services segment:
Years Ended
December 31,
(in millions)
2013
2012
2011
Percent
Change
2013
vs.
2012
2012
vs.
2011
Total revenues . . . . . . . . $1,000.1
Revenues before
965.4
954.6
3.6% 1.1%
reimbursable items . . .
860.6
826.8
809.1
4.1
2.2
Adjusted segment
operating income1 . . .
314.6
289.5
254.6
8.7 13.7
Adjusted segment
operating margin2 . . .
36.6% 35.0% 31.5%
Key indicators:
AOF . . . . . . . . . . . . . . .
Transactions . . . . . . . .
481.9
351.4 13.4 20.9
9,132.8 8,102.3 7,218.4 12.7 12.2
424.8
1
2
Adjusted segment operating income excludes acquisition
intangible amortization and expenses associated with Corporate
Administration and Other.
Adjusted segment operating margin equals adjusted segment
operating income divided by revenues before reimbursable
items.
Total segment revenues increased $34.7 million for
2013, as compared to 2012. The increase is
attributable to an $80.0 million increase in new
business, internal growth and reimbursable items,
partially offset by $45.3 million decrease related to
client deconversion, price reductions and other
adjustments. Total segment revenues increased
$10.8 million for 2012, as compared to 2011. The
increase is attributable to $67.3 million increase in
new business and internal growth partially offset by
$49.7 million decrease related to client
deconversions, price reductions and termination fees
and a $6.9 million decrease in reimbursable items
due to lost business. The decreases in 2013 and 2012
caused by price reductions are related to a tiered-
pricing arrangement signed in the third quarter of
2012.
The increase in adjusted segment operating income
for 2013, as compared to 2012, is driven by an
increase in revenues while total operating expenses
decreased. The increase in adjusted segment
operating income for 2012, as compared to 2011, is
driven by an increase in revenues while expenses
remained flat.
17
Below is a summary of the International Services
segment:
Years Ended
December 31,
(in millions)
2013
2012
2011
Percent
Change
2013
vs.
2012
2012
vs.
2011
Total revenues . . . . . . . . $ 409.6
Revenues before
413.5
394.8
(0.9)% 4.7%
reimbursable items . . .
389.5
396.1
380.1
(1.7)
4.2
Adjusted segment
operating income1 . . .
45.9
29.4
43.6 56.1 (32.6)
Adjusted segment
operating margin2 . . .
11.8%
7.4% 11.5%
Key indicators:
AOF . . . . . . . . . . . . . . .
Transactions . . . . . . . .
59.2
8.4
2,007.9 1,674.0 1,426.6 19.9
54.6
52.8
3.4
17.3
1 Adjusted segment operating income excludes acquisition
intangible amortization and expenses associated with Corporate
Administration and Other.
2 Adjusted segment operating margin equals adjusted segment
operating income divided by revenues before reimbursable
items.
Total segment revenues decreased $3.9 million for
2013, as compared to 2012. The decrease is mainly
attributable to $20.3 million foreign currency
translation, $18.9 million of lost business, and $9.7
million in termination fees, price reductions and other
adjustments, which is partially offset by an increase of
$42.3 million in new business and organic growth and
$2.7 million in reimbursable items. Total segment
revenues increased $18.7 million for 2012, as
compared to 2011. This increase is attributable to an
increase of $37.4 million in new business and organic
growth and a $2.6 million increase in reimbursable
items, which is partially offset by a decrease of $6.5
million related to the impact of foreign currency
translation, and $14.8 million of lost business.
The increases in adjusted segment operating income
for 2013, as compared to 2012, are driven primarily
from changes in foreign currency exchange rates and
decreases in employment expenses.
TSYS terminated its Japan Gift Card program in
February 2013 due to expected negative future cash
flows resulting from the loss of two of the Gift Card
program’s major customers. The program’s negative
future cash flows indicated that the carrying value of
its assets would not be recovered. As a result, a
provision for the program’s future losses was made
and its assets were written down to zero in 2012.
For the year ended December 31, 2013,
approximately 50.4% of revenues before
reimbursable items of TSYS’ North America Services
segment are driven by the volume of accounts on file
and transactions processed and approximately 49.6%
were derived from non-volume based revenues, such
as processing fees, value-added products and
services, custom programming and licensing
arrangements.
Years Ended
December 31,
(in millions)
2013
2012
2011
Percent
Change
2013
vs.
2012
2012
vs.
2011
Volume-based revenues . . . $ 433.7 405.3 384.0
7.0% 5.5%
Non-volume related
revenues:
Processing fees . . . . . . . . .
Value-added, custom
programming, licensing
and other . . . . . . . . . . . .
Output and managed
195.4 183.1 184.4
6.7 (0.7)
110.5 124.1 123.5 (11.0) 0.5
services . . . . . . . . . . . . .
121.1 114.3 117.2
5.9 (2.5)
Total non-volume
related revenues . . . .
427.0 421.5 425.1
1.3 (0.8)
Total revenues before
reimbursable
items . . . . . . . . . . . .
Reimbursable
860.7 826.8 809.1
4.1
2.2
items . . . . . . . . . . . .
139.4 138.6 145.5
0.7 (4.7)
Total revenues . . . . $1,000.1 965.4 954.6
3.6% 1.1%
International Services
The International Services segment provides issuer
card solutions to financial institutions and other
organizations primarily based outside the North
America region. Growth in revenues and operating
profit in this segment is derived from retaining and
growing the core business and improving the overall
cost structure. Growing the core business comes
primarily from an increase in account usage, growth
from existing clients and sales to new clients and the
related account conversions.
This segment has one major customer.
18
Movements in foreign currency exchange rates as
compared to the U.S. dollar can result in foreign
denominated financial statements being translated
into more or fewer U.S. dollars, which impact the
comparison to prior periods when the U.S. dollar was
stronger or weaker.
The revenues of the Merchant Services segment
increased in 2012 and 2013 due to the acquisitions of
Central Payment Co., LLC (CPAY) and ProPay, Inc.
(ProPay) in 2012. For more information on these
acquisitions, refer to Note 23 in the consolidated
financial statements.
For the year ended December 31, 2013,
approximately 47.8% of the revenues before
reimbursable items of TSYS’ International Services
segment are driven by the volume of accounts on file
and transactions processed and approximately 52.2%
are derived from non-volume based revenues, such
as processing fees, value-added products and
services, custom programming and licensing
arrangements.
Years Ended
December 31,
(in millions)
2013
2012
2011
Percent
Change
2013
vs.
2012
2012
vs.
2011
Volume-based revenues . . . . . $186.2 190.6 186.7
(2.3)% 2.2%
Non-volume related revenues:
Processing fees . . . . . . . . . .
Value-added, custom
programming, licensing
and other
. . . . . . . . . . . . .
Output and managed
67.7
62.2
59.8
8.8
4.1
95.1
97.6
82.4
(2.5) 18.5
services . . . . . . . . . . . . . . .
40.5
45.8
51.2 (11.6) (10.6)
Total non-volume related
revenues . . . . . . . . . . . .
Total revenues before
reimbursable
items . . . . . . . . . . . . .
Reimbursable items . . .
203.3 205.6 193.4
(1.1)
6.4
389.5 396.2 380.1
17.3
(1.7)
4.3
14.7 17.1 17.8
20.1
Total revenues . . . . . $409.6 413.5 394.8
(0.9)% 4.8%
Merchant Services
The Merchant Services segment provides merchant
services and related services to clients based
primarily in the United States. The Merchant Services
segment’s revenues are derived from providing
processing services, acquiring solutions, related
systems and integrated support services to merchant
acquirers and merchants. Revenues from merchant
services include processing all payment forms
including credit, debit, prepaid, electronic benefit
transfer and electronic check for merchants of all sizes
across a wide array of market verticals. Merchant
services include authorization and capture of
transactions; clearing and settlement of transactions;
information reporting services related to transactions;
merchant billing services; and point-of-sale
equipment sales and service.
This segment has no major customers.
Below is a summary of the Merchant Services
segment:
Years Ended December 31,
(in millions)
2013
2012
2011
Percent
Change
2013
vs.
2012
2012
vs.
2011
Total revenues . . . . $
Revenues before
reimbursable
items . . . . . . . . . .
Adjusted segment
operating
income1 . . . . . . .
Adjusted segment
operating
margin2 . . . . . . . .
Key indicators:
POS
533.0
512.6
488.0
4.0% 5.0%
446.3
409.7
373.2
8.9
9.8
154.0
156.3
133.7
(1.5) 16.9
34.5%
38.1%
35.8%
transactions . .
4,359.8
4,877.6
4,955.5 (10.6)
(1.6)
Dollar sales
volume . . . . . . $44,144.0 38,994.0 33,674.2
13.2 15.8
1 Adjusted segment operating income excludes acquisition
intangible amortization and expenses associated with Corporate
Administration and Other.
2 Adjusted segment operating margin equals adjusted segment
operating income divided by revenues before reimbursable
items.
Total segment revenues increased $20.4 million for
2013, as compared to 2012. This increase is
attributable to a $62.3 million increase from
acquisitions and $26.6 million in new business and
internal growth partially offset by $52.4 million
associated with lost business, deconversions, and
price reductions as well as a $16.1 million decrease in
reimbursable items. Total segment revenues
increased $24.6 million for 2012, as compared to
2011. This increase is attributable to a $27.1 million
increase from acquisitions and $16.9 million in new
business and internal growth partially offset by $7.3
million associated with lost business, deconversions,
and price compression, and an $11.9 million
decrease in reimbursable items.
The decrease in adjusted segment operating income
for 2013 is driven by lower third party processing
revenues and incremental costs related to integration
projects. The increase in adjusted segment operating
income for 2012, compared to 2011, is driven
primarily by the acquisitions of CPAY and ProPay in
2012.
19
The Merchant Services segment results are driven by
dollar sales volume and the authorization and capture
transactions processed at the point-of-sale and
clearing and settlement transactions. This segment’s
authorization and capture transactions are primarily
through dial-up or Internet connectivity.
For the year ended December 31, 2013,
approximately 93.4% of the revenues of TSYS’
Merchant Services segment relate to volume-based
services and, are influenced by several factors,
including volumes related to transactions and dollar
sales volume. The remaining 6.6% of this segment’s
revenues are derived from value added services,
chargebacks, managed services, investigation, risk
and collection services performed.
NetSpend
The NetSpend segment is a program manager for
FDIC-insured depository institutions that issue GPR
cards and payroll cards and provide alternative
financial services to underbanked consumers in the
United States. The products within this segment
provide underbanked consumers with access to
FDIC-insured depository accounts with a menu of
pricing and features specifically tailored to their
needs. This segment has an extensive distribution
and reload network comprised of financial service
centers, employers, and retail locations throughout
the United States. The NetSpend segment markets
prepaid cards through multiple distribution channels,
including alternative financial service providers,
traditional retailers, direct-to-consumer and online
marketing programs and contractual relationships
with corporate employers.
The NetSpend segment’s revenues primarily consist
of a portion of the service fees and interchange
revenues received by NetSpend’s prepaid card
Issuing Banks in connection with the programs
managed by this segment. Cardholders are charged
fees for transactions including fees for PIN and
signature-based purchase transactions made using
their prepaid cards, for ATM withdrawals or other
transactions conducted at ATMs, for balance
inquiries, and monthly maintenance fees among
others. Cardholders are also charged fees associated
with additional products and services offered in
connection with certain cards including the use of
overdraft features, bill payment options, custom card
designs and card-to-card transfers of funds initiated
through call centers. The NetSpend segment also
earns revenues from a portion of the interchange fees
remitted by merchants when cardholders make
purchase transactions using their cards. Subject to
applicable law, interchange fees are fixed by card
associations and network organizations.
Below is a summary of the NetSpend segment:
(dollars in millions)
Total revenues . . . . . . . . . . . . . . . . . . .
Revenues before reimbursable
items . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted segment operating
income1 . . . . . . . . . . . . . . . . . . . . . . .
Adjusted segment operating
Year Ended
December 31,
2013
$ 207.9
207.9
59.7
margin2 . . . . . . . . . . . . . . . . . . . . . . .
28.7%
Key indicators:
Number of active cards . . . . . . . . . .
Number of active cards with direct
2,835.0
deposit . . . . . . . . . . . . . . . . . . . . . .
1,321.1
Percentage of active cards with
direct deposit . . . . . . . . . . . . . . . .
Gross dollar volume . . . . . . . . . . . . .
46.6%
$7,748.5
1
2
Adjusted segment operating income excludes
acquisition intangible amortization and expenses
associated with Corporate Administration and Other.
Adjusted segment operating margin equals adjusted
segment operating income divided by revenues before
reimbursable items.
The results noted above are for the period from
July 1, 2013, the date that TSYS acquired NetSpend,
through December 31, 2013. Number of active cards
represents the total number of prepaid cards that
have had a PIN or signature-based purchase
transaction, a point-of-sale load transaction or an
ATM withdrawal within three months of the date of
determination. Number of active cards with direct
deposit represents the number of active cards that
have had a direct deposit load within three months of
the date of determination. Gross dollar volume
represents the total dollar volume of debit
transactions and cash withdrawals made using the
prepaid cards the NetSpend segment manages.
20
NetSpend segment revenues total $207.9 million
with 74.9% of revenues derived from fees charged to
cardholders and 25.1% of revenues derived from
interchange. Service fee revenues are driven by the
number of active cards which totaled approximately
2.8 million as of December 31, 2013, and in particular
by the number of cards with direct deposit.
Cardholders with direct deposit generally initiate
more transactions and generate more revenues than
those that do not take advantage of this feature.
Interchange revenues are driven by gross dollar
volume, which totaled approximately $7.7 billion for
the period ended December 31, 2013. Substantially
all of the NetSpend segment revenues are volume
driven as they are driven by the active card and gross
dollar volume indicators.
Cardholder funds and deposits related to NetSpend’s
prepaid products are held at FDIC-insured Issuing
Banks for the benefit of the cardholders. NetSpend
currently has active agreements with seven Issuing
Banks.
NetSpend’s prepaid card business derived
approximately one-third of its revenues from
cardholders acquired through one of its third-party
distributors.
Operating Expenses
The Company’s operating expenses consist of cost of
services and selling, general and administrative
expenses. Cost of services describes the direct
expenses incurred in performing a particular service
for customers, including the cost of direct labor
expense in putting the service in saleable condition.
Selling, general and administrative expenses are
incurred in selling or marketing and for the direction
of the enterprise as a whole, including accounting,
legal fees, officers’ salaries, investor relations and
mergers and acquisitions.
The changes in cost of services, and selling, general
and administrative expenses for the years ended
December 31, 2013 and 2012 include an increase of
$18.8 million and $10.7 million, respectively, related
to the effects of currency translation of the
Company’s foreign based subsidiaries and branches.
The impact of acquisitions on consolidated total
expenses was $155.2 million in 2013, $20.0 million in
2012, and $39.1 million in 2011.
Federal legislation was recently enacted which makes
extensive changes to the current system of health
care insurance and benefits. The Company has
reviewed the legislation and, based upon information
available, estimates the impact of the legislation was
approximately $1.1 million on 2013 and $600,000 on
2012.
The Company’s merger and acquisition expenses
were $14.2 million, $1.7 million and $1.3 million for
the years ended December 31, 2013, 2012, and
2011, respectively. These expenses consist of legal,
accounting and professional fees, as well as
personnel costs for severance and retention.
Nonoperating Income (Expense)
Nonoperating income (expense) consists of interest
income, interest expense, gains and losses on
currency translations and gains and losses on
investments in private equity. Nonoperating income
decreased in 2013 as compared to 2012, and
decreased in 2012 as compared to 2011.
Interest income for 2013 and 2012 was $1.5 million.
The $1.5 million in 2012 was a 140.8% increase
compared to $620,000 in 2011. The variation in
interest income is primarily attributable to changes in
short-term interest rates in 2012 and 2011 and the
amount of cash available for investments.
Interest expense for the year ended December 31,
2013 was $32.7 million, a $29.5 million increase when
compared to $3.2 million in 2012 and 2011. The
Company’s interest expense related to a bridge loan
facility and bonds was $5.9 million and
$20.0 million, respectively, for the year ended
December 31, 2013. These expenses were related to
financing the NetSpend acquisition.
For the years ended December 31, 2013, 2012 and
2011, the Company recorded translation losses of
approximately $1.0 million, $2.0 million and $3.1
million, respectively, related to intercompany loans
and foreign denominated cash and accounts
receivable balances.
The Company recorded gains on its investments in
private equity of $966,000 and $898,000 for the years
ended December 31, 2013 and 2012, respectively,
due to changes in fair value.
21
Equity in Income of Equity Investments
TSYS’ share of income from its equity in equity
investments was $13.0 million, $10.2 million, and
$8.7 million for 2013, 2012 and 2011, respectively.
The increase in equity income is the result of the
growth in CUP Data. Refer to Note 11 in the
consolidated financial statements for more
information on equity investments.
Net Income
Net income increased 2.7% to $256.6 million in 2013,
compared to 2012. In 2012, net income increased
12.2% to $249.9 million, compared to $222.7 million
in 2011.
Net income attributable to noncontrolling interests in
2013 increased to $11.8 million, as compared to
$5.6 million in 2012 and $2.1 million in 2011. The
increases in 2013 and 2012, as compared to 2011,
were the result of the acquisition of 60% of CPAY in
2012.
In 2013, net income attributable to TSYS common
shareholders increased 0.2% to $244.8 million (basic
and diluted EPS of $1.30 and $1.29, respectively),
compared to $244.3 million (basic and diluted EPS of
$1.30 and $1.29, respectively) in 2012. Net income
attributable to TSYS common shareholders increased
10.8% to $244.3 million (basic and diluted EPS of
$1.30 and $1.29, respectively) in 2012, compared to
$220.6 million (basic and diluted EPS of $1.15) in
2011.
Non-GAAP Financial Measures
Management evaluates the Company’s operating
performance based upon operating margin excluding
reimbursables, adjusted cash EPS, and adjusted
EBITDA, which are all non-generally accepted
accounting principle (non-GAAP) measures. TSYS also
uses these non-GAAP financial measures to evaluate
and assess TSYS’ financial performance against
budget.
Income Taxes
Income tax expense was $112.4 million, $115.1
million, and $102.6 million in 2013, 2012 and 2011,
respectively, representing effective income tax rates
of 31.4%, 31.9%, and 31.6%, respectively. The
calculation of the effective tax rate excludes
noncontrolling interest in consolidated subsidiaries’
net income and includes equity in income of equity
investments in pretax income.
During 2013, the Company generated foreign net
operating losses and state tax credits in excess of its
utilization capacity based on both the Company’s
current operations and with consideration of future
tax planning strategies. Based upon these same
considerations, the Company reassessed its need for
valuation allowances in all jurisdictions.
Accordingly, the Company experienced a net
increase in its valuation allowance for deferred
income tax assets of $0.5 million.
TSYS has adopted the permanent reinvestment
exception under ASC 740, “Income Taxes,” with
respect to future earnings of certain foreign
subsidiaries. As a result, TSYS considers foreign
earnings related to these foreign operations to be
permanently reinvested. No provision for U.S. federal
and state incomes taxes has been made in the
consolidated financial statements for those non-
U.S. subsidiaries whose earnings are considered to
be reinvested. The amount of undistributed earnings
considered to be “reinvested” which may be subject
to tax upon distribution was approximately $79.0
million at December 31, 2013. Although TSYS does
not intend to repatriate these earnings, a distribution
of these non-U.S. earnings in the form of dividends,
or otherwise, would subject the Company to both
U.S. federal and state income taxes, as adjusted for
non-U.S. tax credits, and withholding taxes payable
to the various non-U.S. countries. Determination of
the amount of any unrecognized deferred income tax
liability on these undistributed earnings is not
practicable.
In 2013, TSYS reassessed its contingencies for
foreign, federal and state exposures, which resulted
in a net decrease in tax contingency amounts of
approximately $6.3 million.
Refer to Note 14 in the consolidated financial
statements for more information on income taxes.
22
Although not a substitute for GAAP, TSYS believes
that non-GAAP financial measures are important to
enable investors to understand and evaluate its
ongoing operating results. Accordingly, TSYS
includes non-GAAP financial measures when
reporting its financial results to shareholders and
investors in order to provide them with an additional
tool to evaluate TSYS’ ongoing business operations.
TSYS believes that the non-GAAP financial measures
are representative of comparative financial
performance that reflects the economic substance of
TSYS’ current and ongoing business operations.
Although non-GAAP financial measures are often
used to measure TSYS’ operating results and assess
its financial performance, they are not necessarily
comparable to similarly titled captions of other
companies due to potential inconsistencies in the
method of calculation.
TSYS believes that its use of non-GAAP financial
measures provides investors with the same key
financial performance indicators that are utilized by
management to assess TSYS’ operating results,
evaluate the business and make operational decisions
on a prospective, going-forward basis. Hence,
management provides disclosure of non-GAAP
financial measures to give shareholders and potential
investors an opportunity to see TSYS as viewed by
management, to assess TSYS with some of the same
tools that management utilizes internally and to be
able to compare such information with prior periods.
TSYS believes that the presentation of GAAP financial
measures alone would not provide its shareholders
and potential investors with the ability to
appropriately analyze its ongoing operational results,
and therefore expected future results. TSYS therefore
believes that inclusion of non-GAAP financial
measures provides investors with additional
information to help them better understand its
financial statements just as management utilizes these
non-GAAP financial measures to better understand
the business, manage budgets and allocate resources.
Adjusted EBITDA
(in thousands)
Years Ended December 31,
2013
2012
2011
Net income . . . . . . . . . . . . . . . . . . . $256,597 249,923
Adjusted for:
222,662
Equity in income of equity
investments, net of taxes . . . . .
Income taxes . . . . . . . . . . . . . . . .
Nonoperating expenses, net . . .
Depreciation and
(13,047)
(10,171)
112,369 115,102
2,798
30,328
(8,708)
102,597
5,905
amortization . . . . . . . . . . . . . . .
205,351 170,610
169,165
EBITDA . . . . . . . . . . . . . . . . . . . . . .
Adjusted For:
Share-based compensation . . . .
NetSpend merger and
acquisition expenses* . . . . . . .
591,598 528,262
491,621
28,933
18,621
16,477
13,634
—
—
Adjusted EBITDA . . . . . . . . . . . . . . $634,165 546,883
508,098
* Excludes share-based compensation
Adjusted Cash Earnings Per Share
Years Ended
December 31,
(in thousands except per share data)
2013
2012
2011
Net income attributable to TSYS
common shareholders
As reported (GAAP) . . . . . . . . . . . . . . . . $244,750 244,280 220,559
Adjust for amounts attributable to
TSYS common shareholders (net of
taxes):
Acquisition intangible
amortization . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . .
43,759 17,282
19,838 12,683
16,124
11,265
Cash earnings . . . . . . . . . . . . . . . . . . . . . 308,347 274,245 247,948
NetSpend merger and acquisition
expenses . . . . . . . . . . . . . . . . . . . . .
15,251
—
—
Adjusted cash earnings . . . . . . . . . . . . . $323,598 274,245 247,948
Basic EPS—Net income attributable
to TSYS common shareholders
As reported (GAAP) . . . . . . . . . . . . . . . . $
1.30
1.30
1.15
Adjust for amounts attributable to
TSYS common shareholders (net of
taxes):
Acquisition intangible
amortization . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . .
Cash earnings per share . . . . . . . . . . . .
NetSpend merger and acquisition
expenses . . . . . . . . . . . . . . . . . . . . .
Adjusted cash earnings per share* . . . . $
0.23
0.11
1.64
0.08
1.72
0.09
0.07
1.46
—
1.46
0.08
0.06
1.29
—
1.29
The following tables provide a reconciliation of GAAP
to non-GAAP financial measures:
Average common shares and
participating securities . . . . . . . . . . . . 188,391 188,030 191,946
* Adjusted cash EPS amounts do not total due to rounding.
23
Revenues Before Reimbursable Items and
Operating Margin Excluding Reimbursable
Items
Years Ended December 31,
(in thousands except per
share data)
2013
2012
2011
Operating income (a)
. . . $ 386,247
357,652
322,456
Total revenues (b) . . . . . . $2,132,353 1,870,972 1,808,966
Less reimbursable
items . . . . . . . . . . . . . . .
240,598
252,481
268,268
Financial Position, Liquidity
and Capital Resources
The Consolidated Statements of Cash Flows detail
the Company’s cash flows from operating, investing
and financing activities. TSYS’ primary methods for
funding its operations and growth have been cash
generated from current operations, the use of leases
and the occasional use of borrowed funds to
supplement financing of capital expenditures.
Revenues before
reimbursable
items (c)
. . . . . . . . . . . . $1,891,755 1,618,491 1,540,698
Operating margin (as
reported) (a)/(b) . . . . . .
18.11%
19.12%
17.83%
Operating margin
excluding
reimbursables (a)/(c)
. .
20.42%
22.10%
20.93%
Projected Outlook for 2014
As compared to 2013, TSYS expects its 2014 total
revenues to increase by 17%-19%, its revenues
before reimbursable items to increase by 19%-21%,
its adjusted EBITDA to increase by 17%-20%, and its
adjusted cash EPS attributable to TSYS common
shareholders to increase by 11%-13%, based on the
following assumptions with respect to 2014: (1) there
will be no significant movements in the London
Interbank Offered Rate (LIBOR) and TSYS will not
make any significant draws on the remaining balance
of its revolving credit facility; (2) there will be no
significant movement in foreign currency exchange
rates related to TSYS’ business; (3) TSYS will not incur
significant expenses associated with the conversion
of new large clients other than included in the 2014
estimate, additional acquisitions, or any significant
impairment of goodwill or other intangibles; (4) there
will be no deconversions of large clients during the
year; (5) there will be minimal synergies from the
NetSpend acquisition for 2014; and (6) the economy
will not worsen.
Cash Flows from Operating Activities
(in thousands)
Net income . . . . . . . . . . . .
Depreciation and
amortization . . . . . . . . .
Other noncash items and
charges, net . . . . . . . . .
Net change in current
and other assets and
current and other
liabilities . . . . . . . . . . . .
Net cash provided by
Years Ended December 31,
2013
2012
2011
$256,597
249,923
222,662
205,351
170,610
169,165
76,744
20,593
25,811
(86,294)
14,627
18,681
operating activities . . . .
$452,398
455,753
436,319
TSYS’ main source of funds is derived from operating
activities, specifically net income. The decrease in
2013, as compared to 2012, in net cash provided by
operating activities was primarily the result of the net
change in current and other assets and current and
other liabilities. The increase in 2012, as compared to
2011, in net cash provided by operating activities was
primarily the result of increased earnings.
Net change in current and other assets and current
and other liabilities include accounts receivable,
prepaid expenses, other current assets and other
assets, accounts payable, accrued salaries and
employee benefits and other liabilities. The change in
accounts receivable between the years is the result of
timing of collections compared to billings. The
change in accounts payable and other liabilities
between years is the result of the timing of payments
and funding of performance-based incentives.
24
Cash Flows from Investing Activities
Contract Acquisition Costs
(in thousands)
Cash used in acquisitions,
Years Ended December 31,
2013
2012
2011
net of cash acquired . . . . $(1,314,660) (188,698)
(47,909)
Additions to licensed
computer software from
vendors . . . . . . . . . . . . . .
Additions to contract
(63,635)
(33,001)
(19,502)
acquisition costs . . . . . . .
(55,965)
(34,384)
(31,623)
Purchases of property and
equipment, net . . . . . . . .
(40,598)
(31,395)
(26,938)
Additions to internally
developed computer
software . . . . . . . . . . . . . .
Purchase of private equity
(33,600)
(19,285)
(17,882)
investments . . . . . . . . . . .
(1,378)
(3,031)
(1,573)
Subsidiary repurchase of
noncontrolling
interests . . . . . . . . . . . . . .
Proceeds from sale of trade
name . . . . . . . . . . . . . . . .
Net cash used in investing
—
—
—
(493)
— 4,500
activities . . . . . . . . . . . . . . $(1,509,836) (309,794) (141,420)
The major uses of cash for investing activities in 2013,
2012 and 2011 were for acquisitions, additions to
contract acquisition costs, equipment, licensed
computer software from vendors and internally
developed computer software.
Cash Used in Acquisitions
In 2013, the Company used cash of $1.3 billion in the
acquisition of NetSpend. In 2012, the Company used
cash of $188.7 million in the acquisitions of ProPay
and CPAY. In 2011, the Company used cash of $42.0
million in the acquisition of TermNet. In May 2011,
TSYS made a payment of $6.0 million of contingent
merger consideration in connection with the
purchase of Infonox on the Web, which was recorded
as goodwill. Refer to Note 23 in the consolidated
financial statements for more information on these
acquisitions.
TSYS makes cash payments for processing rights,
third-party development costs and other direct
salary-related costs in connection with converting
new customers to the Company’s processing
systems. The Company’s investments in contract
acquisition costs were $56.0 million in 2013,
$34.4 million in 2012 and $31.6 million in 2011. The
Company made cash payments for processing rights
of $9.7 million, $14.4 million and $5.2 million in 2013,
2012 and 2011, respectively. Conversion cost
additions were $46.3 million, $20.0 million and
$26.4 million in 2013, 2012 and 2011, respectively.
The increase in conversion costs in 2013 compared to
2012 is primarily related to the conversion of Bank of
America’s consumer card portfolio.
Property and Equipment
Capital expenditures for property and equipment
were $40.6 million in 2013, compared to
$31.4 million in 2012 and $26.9 million in 2011. The
majority of capital expenditures in 2013 related to
investments in new computer processing hardware
and building improvements. The majority of capital
expenditures in 2012 and 2011 related to
investments in new computer processing hardware.
Licensed Computer Software from Vendors
Expenditures for licensed computer software from
vendors for increases in processing capacity were
$63.6 million in 2013, compared to $33.0 million in
2012 and $19.5 million in 2011. The increase in
expenditures in 2013 was driven by purchases of
software in anticipation of large conversions in 2014
and beyond.
Internally Developed Computer Software Costs
Additions to capitalized software development costs,
including enhancements to, and development of,
processing systems, were $33.6 million in 2013,
$19.3 million in 2012, and $17.9 million in 2011. The
increase in capitalized software development costs in
2013 was the result of two corporate-wide initiatives.
One initiative is a multi-year, multi-phase initiative
that consists of enhancing TSYS’ issuing processing
platforms. The other is an innovation initiative
focused on enhancing existing product and service
offerings through several new product concepts and
ideas on how to change existing processes.
25
Purchase of Private Equity Investments
In 2011, the Company entered into a limited
partnership agreement in connection with its
agreement to invest in an Atlanta, Georgia-based
venture capital fund focused exclusively on investing
in technology-enabled financial services companies.
Pursuant to the limited partnership agreement, the
Company has committed to invest up to $20 million
in the fund so long as its ownership interest in the
fund does not exceed 50%. The Company made
investments in the fund of $1.4 million, $3.0 million
and $1.6 million in 2013, 2012, and 2011,
respectively. The Company recorded gains on this
investment of $966,000, and $898,000 for the years
ended December 31, 2013 and 2012, respectively.
Cash Flows from Financing Activities
(in thousands)
Proceeds from long-term
Years Ended December 31,
2013
2012
2011
borrowings . . . . . . . . . . $1,395,661 150,000
—
Proceeds from exercise of
stock options . . . . . . . . .
Excess tax benefit from
share-based payment
arrangements . . . . . . . .
Purchase of
noncontrolling
interest
. . . . . . . . . . . . .
Subsidiary dividends paid
to noncontrolling
shareholders . . . . . . . . .
Debt issuance costs . . . . .
Dividends paid on
40,691
9,672
8,065
3,528
1,259
(523)
—
— (174,050)
(7,321)
(13,573)
(2,797)
(2,073)
(433)
—
common stock . . . . . . .
(56,510)
(94,035)
(53,949)
Repurchase of common
stock under plans and
tax withholding . . . . . . .
Principal payments on
long-term borrowings
and capital lease
obligations . . . . . . . . . .
(103,857)
(74,939) (121,271)
(166,805) (200,052)
(28,892)
Net cash provided by
(used in) financing
activities . . . . . . . . . . . . . $1,091,814 (212,965) (371,053)
The main source of cash from financing activities has
been the use of borrowed funds. The major uses of
cash for financing activities have been the principal
payment on long term debt and capital lease
obligations, purchase of noncontrolling interests,
payment of dividends and the purchase of stock
under the stock repurchase plan as described below.
Net cash provided by financing activities for the year
ended December 31, 2013 was $1.1 billion and was
primarily the result of proceeds from long term
borrowings in connection with the NetSpend
acquisition. Net cash used in financing activities for
the year ended December 31, 2012 was
$213.0 million and was primarily the result of
principal payments on long-term debt borrowings
and capital lease obligations, the repurchase of
common stock ,and payment of dividends offset by
proceeds from borrowings of long-term debt. Net
cash used in financing activities for the year ended
December 31, 2011 was $371.1 million and was
primarily the result of the acquisition of the remaining
49% interest in TSYS Merchant Solutions (TMS),
payment of dividends and the repurchase of common
stock. Refer to Notes 12 and 23 in the consolidated
financial statements for more information on the
long-term debt financing and acquisitions.
Financing
In connection with the NetSpend acquisition, the
Company obtained commitments for a $1.2 billion
364-day bridge term loan facility. In May 2013, the
Company closed the bridge term loan and issued
debt of $1.4 billion to finance the NetSpend
acquisition. In April 2013, the Company entered into
a new credit agreement that provided for a five-year
term loan to the Company in the amount of $200.0
million. In May 2013, the Company closed its
issuance of $550.0 million aggregate principal
amount of 2.375% Senior Notes due 2018 and
$550.0 million aggregate principal amount of 3.750%
Senior Notes due 2023 (collectively, the “Notes”).
The interest on the Notes is payable semiannually.
Upon the issuance of the Notes, the Company
eliminated its bridge term loan facility. In July 2013,
the Company borrowed $100 million on its revolving
credit facility which was repaid as of December 31,
2013. In connection with the bridge term loan facility
and the aforementioned loans, the Company paid
debt issuance costs of $13.6 million in 2013.
In September 2012, TSYS obtained a $150.0 million
term loan, which was used to pay off an existing term
loan.
During 2008 and 2009, the Company’s International
segment borrowed approximately ¥2.0 billion in a
Yen-denominated three-year loan to finance activities
in Japan. In December 2013, the Company repaid
this loan for approximately $19.2 million.
Refer to Note 12 in the consolidated financial
statements for further information on TSYS’ long-term
debt and financing arrangements.
26
Purchase of Noncontrolling Interest
In connection with the acquisition of CPAY, the
Company is party to call and put arrangements with
respect to the membership units that represent the
remaining noncontrolling interest of CPAY. The call
arrangement is exercisable by TSYS and the put
arrangement is exercisable by the Seller. The put
arrangement is outside the control of the Company
by requiring the Company to purchase the Seller’s
entire equity interest in CPAY at a put price at fair
market value. The put arrangement is recorded on
the balance sheet and is classified as redeemable
noncontrolling interest outside of permanent equity.
The call and put arrangements for CPAY,
representing 40% of its total outstanding equity
interests, may be exercised at the discretion of TSYS
or the Seller on the second anniversary of the closing
and upon the recurrence of certain other specified
events.
The put option was not redeemable as of
December 31, 2013 but a redemption is considered
probable based upon the passage of time of the
second anniversary date. As such, the Company
accretes changes in the redemption value over the
period from the date of issuance to the earliest
redemption date, which the Company believes to be
in one year. If the put option was redeemable as of
December 31, 2013, its estimated value would have
been approximately $39.7 million. The Company did
not accrete any changes to the redemption value as
the balance as of December 31, 2013 exceeded the
accretion fair value amount.
In February 2014, with cash on hand, the Company
purchased an additional 15% interest in CPAY,
reducing its redeemable noncontrolling interest to
25%. Refer to Note 26 in the consolidated financial
statements for further information on this purchase.
With the acquisition of TMS, the Company was a
party to put and call arrangements with respect to
the membership units that represented the remaining
noncontrolling interest of FNMS Holding, LLC (FNMS
Holding). The call and put arrangements could have
been exercised at the discretion of TSYS or First
National Bank of Omaha (FNBO) on April 1, 2015,
2016 and 2017, upon the dilution of FNBO’s equity
ownership in FNMS Holding below a designated
threshold and in connection with certain acquisitions
by TSYS or FNMS Holding in excess of designated
value thresholds.
On January 4, 2011, TSYS announced that it
acquired, effective January 1, 2011, the remaining
49% interest in TMS from FNBO. The fair value of the
noncontrolling interest in TMS, owned by a private
company as of December 31, 2010, was estimated by
applying the income and market approaches. In
particular, a discounted cash flow method, a
guideline companies method, and a recent equity
transaction were employed. This fair value
measurement is based on significant inputs that are
both observable (Level 2) and non-observable
(Level 3) in the market as defined in ASC 820. Key
assumptions include (a) cash flow projections based
on market participant data and developed by
Company management, (b) a discount rate of
approximately 13%, (c) a terminal value based on a
long-term sustainable growth rate of approximately
3%, (d) an effective tax rate of approximately 36%,
(e) financial multiples of companies deemed to be
similar to TMS, and (f) adjustments because of the
lack of control or lack of marketability that market
participants would consider when estimating the fair
value of the noncontrolling interest in TMS.
Refer to Note 23 in the consolidated financial
statements for more information on the acquisition of
TMS.
Stock Repurchase Plan
In April 2010, TSYS announced a stock repurchase
plan to purchase up to 10 million shares of TSYS
stock. The shares may be purchased from time to
time over the next two years at prices considered
attractive to the Company. In May 2011, TSYS
announced that its Board had approved an increase
in the number of shares that may be repurchased
under its current share repurchase plan from up to
10 million shares to up to 15 million shares of TSYS
stock. The expiration date of the plan was also
extended to April 30, 2013. In July 2012, TSYS
announced that its Board had approved an increase
in the number of shares that may be repurchased
under its current share repurchase plan from up to
15 million shares to up to 20 million shares of TSYS
stock. The expiration date of the plan was also
extended to April 30, 2014. Through December 31,
2013, the Company purchased 16.0 million shares for
approximately $338.0 million, at an average price of
$21.13.
27
On January 28, 2014, TSYS announced that its Board
had approved an increase in the number of shares
that may be repurchased under its current share
repurchase plan from up to 20 million shares to up to
28 million shares of TSYS stock. With the increase,
TSYS has 12.0 million shares available to be
repurchased. In addition, the expiration date of the
plan was extended to April 30, 2015.
Dividends
Dividends on common stock of $56.5 million were
paid in 2013, compared to $94.0 million and
$53.9 million in 2012 and 2011, respectively. The
Company paid dividends of $0.30 per share in 2013,
$0.50 per share in 2012 and $0.28 per share in 2011.
The decrease in dividends paid in 2013 compared to
2012 is due to the acceleration of payment of the
fourth quarter 2012 dividend. The fourth quarter
2012 dividend payment was paid in December,
rather than January, to allow shareholders to benefit
from the lower dividend tax rate that was set to
expire on December 31, 2012. In October 2011,
TSYS announced that its Board of Directors approved
a 42.9% increase in the regular quarterly dividend
payable on the Company’s common stock from
$0.07 per share to $0.10 per share.
Significant Noncash Transactions
During 2013, 2012 and 2011, the Company issued
1.7 million, 311,000, and 206,000 shares of common
stock, respectively, to certain key employees and
non-management members of its Board of Directors.
The grants to certain key employees were issued in
the form of nonvested stock bonus awards for
services to be provided in the future by such officers
and employees. The grants to the Board of Directors
were fully vested on the date of grant. The market
value of the common stock at the date of issuance is
amortized as compensation expense over the vesting
period of the awards.
The Company acquired computer equipment and
software under capital lease in the amount of
$14.8 million, $5.3 million and $8.1 million in 2013,
2012 and 2011, respectively.
Refer to Notes 18 and 22 in the consolidated financial
statements for more information on share-based
compensation and significant noncash transactions.
Additional Cash Flow Information
Off-Balance Sheet Financing
TSYS uses various operating leases in its normal
course of business. These “off-balance sheet”
arrangements obligate TSYS to make payments for
computer equipment, software and facilities. These
computer and software lease commitments may be
replaced with new lease commitments due to new
technology. Management expects that, as these
leases expire, they will be evaluated and renewed or
replaced by similar leases based on need.
The following table summarizes future contractual
cash obligations, including lease payments and
software arrangements, as of December 31, 2013, for
the next five years and thereafter:
Contractual Cash Obligations
Payments Due By Period
Total
1 Year
or Less
2-3
Years
3-5
Years
After
5 Years
(in millions)
Debt
obligations
(principal) . . . $1,466
34
67
815
550
Debt
obligations
(interest)
Operating
. . .
270
38
75
leases . . . . . .
466
124
233
64
67
93
42
Redeemable
noncontrolling
interest
Capital lease
. . . .
obligations .
Dissenting
shareholder
liability . . . . .
Total
40
31
40 — —
—
23
6
2 —
26
26 — —
—
contractual
cash
obligations . $2,299
285
381
948
685
Income Taxes
The total liability for uncertain tax positions under
ASC 740, “Income Taxes,” as of December 31, 2013
is $2.7 million. Refer to Note 14 in the consolidated
financial statements for more information on income
taxes. The Company is not able to reasonably
estimate the amount by which the liability will
increase or decrease over time; however, at this time,
the Company does not expect any significant
changes related to these obligations within the next
twelve months.
28
Foreign Operations
TSYS operates internationally and is subject to the
impact of adverse movements in foreign currency
exchange rates. TSYS does not enter into foreign
exchange forward contracts to reduce its exposure to
foreign currency rate changes; however, the
Company continues to analyze the potential use of
hedging instruments to safeguard it from significant
foreign currency translation risks.
TSYS maintains operating cash accounts outside the
United States. Refer to Note 4 in the consolidated
financial statements for more information on cash and
cash equivalents. TSYS has adopted the permanent
reinvestment exception under ASC 740 with respect
to future earnings of certain foreign subsidiaries.
While some of the foreign cash is available to repay
intercompany financing arrangements, remaining
amounts are not presently available to fund domestic
operations and obligations without paying a
significant amount of taxes upon its repatriation.
Demand on the Company’s cash has increased as a
result of its strategic initiatives. TSYS funds these
initiatives through a balance of internally generated
cash, external sources of capital, and, when
advantageous, access to foreign cash in a tax efficient
manner. Where local regulations limit an efficient
intercompany transfer of amounts held outside of the
U.S., TSYS will continue to utilize these funds for local
liquidity needs. Under current law, balances available
to be repatriated to the U.S. would be subject to U.S.
federal income taxes, less applicable foreign tax
credits. TSYS has provided for the U.S. federal tax
liability on these amounts for financial statement
purposes, except for foreign earnings that are
considered permanently reinvested outside of the
U.S. TSYS utilizes a variety of tax planning and
financing strategies with the objective of having its
worldwide cash available in the locations where it is
needed.
Impact of Inflation
Although the impact of inflation on its operations
cannot be precisely determined, the Company
believes that by controlling its operating expenses
and by taking advantage of more efficient computer
hardware and software, it can minimize the impact of
inflation.
Working Capital
TSYS may seek additional external sources of capital
in the future. The form of any such financing will vary
depending upon prevailing market and other
conditions and may include short-term or long-term
borrowings from financial institutions or the issuance
of additional equity and/or debt securities such as
industrial revenue bonds. However, there can be no
assurance that funds will be available on terms
acceptable to TSYS. Management expects that TSYS
will continue to be able to fund a significant portion
of its capital expenditure needs through internally
generated cash in the future, as evidenced by TSYS’
current ratio of 2.2:1. As of December 31, 2013, TSYS
had working capital of $356.7 million, compared to
$344.2 million in 2012 and $269.6 million in 2011.
Legal Proceedings
General
The Company is subject to various legal proceedings
and claims and is also subject to information requests,
inquiries and investigations arising out of the ordinary
conduct of its business. The Company establishes
reserves for litigation and similar matters when those
matters present loss contingencies that TSYS
determines to be both probable and reasonably
estimable in accordance with ASC 450,
“Contingencies.” In the opinion of management, based
on current knowledge and in part upon the advice of
legal counsel, all matters not specifically discussed
below are believed to be adequately covered by
insurance, or, if not covered, the possibility of losses
from such matters are believed to be remote or such
matters are of such kind or involve such amounts that
would not have a material adverse effect on the
financial position, results of operations or cash flows of
the Company if disposed of unfavorably.
Settlement of Certain Litigation
As previously disclosed, a putative class action
entitled Koehler v. NetSpend Holdings, Inc. et. al.
(the “Koehler action”) was filed in the Court of
Chancery of the State of Delaware on March 1, 2013
and a putative class action entitled Bushansky v.
NetSpend Holdings, Inc. et al. (together with the
Koehler action, the “Actions”) was filed in the District
Court of Travis County, Texas on February 25, 2013,
each in connection with TSYS’ proposed merger with
NetSpend pursuant to the Merger Agreement. On
May 21, 2013, the Delaware Chancery Court issued a
memorandum opinion in the Koehler action denying
the plaintiff’s motion for a preliminary injunction,
which sought to enjoin a shareholder vote on the
proposed merger.
29
While TSYS and the other defendants believed that
each of the Actions was without merit, in an effort to
minimize the cost and expense of any litigation
relating to such Actions, on May 29, 2013, the
defendants reached an agreement in principle with
the plaintiffs regarding settlement of the Actions. In
connection with the settlement contemplated by that
agreement in principle, and, later, a Settlement
Agreement, dated as of September 20, 2013 (the
“Settlement Agreement”), the Actions and all claims
asserted therein would be dismissed. In addition,
pursuant to the terms of the Settlement Agreement,
TSYS and/or NetSpend, where applicable, agreed
(a) to make certain amendments to the Merger
Agreement; (b) that, consistent with the terms of the
Merger Agreement, prior to the receipt of approval
of the NetSpend stockholders, NetSpend could
furnish information to, and engage in discussions and
negotiations with, third parties who make unsolicited
bona fide acquisition proposals if certain conditions
were met; (c) that the special meeting of NetSpend
stockholders that was scheduled to be held on
May 31, 2013 would be adjourned to June 18, 2013;
(d) that NetSpend would not take certain positions
with respect to any appraisal proceeding perfected
under Delaware law; (e) that certain information
would be provided to counsel for the plaintiffs in the
Actions in connection with any perfected appraisal
proceeding; and (f) without admitting that any of the
claims in the Actions have merit or that any
supplemental disclosure was required under any
applicable statute, rule, regulation or law, that they
would acknowledge that the filing and prosecution of
the Actions were the cause, in whole or in part, of
certain supplemental disclosures made in connection
with the proposed merger. The Settlement
Agreement was submitted to the Court of Chancery
on October 4, 2013, and on December 18, 2013,
after considering the terms of the settlement, the
Delaware Chancery Court entered an order
approving the proposed settlement and dismissing
the Actions with prejudice. Under the terms of the
Settlement Agreement, the settlement became final
upon the expiration of the time for any appeal of the
court’s December 18, 2013 order, or thirty days
following December 18, 2013.
Forward-Looking Statements
Certain statements contained in this filing which are not
statements of historical fact constitute forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act (the Act). These forward-looking
statements include, among others: (i) TSYS’ expectation
that the loss of Bank of America as a merchant services
client will not have a material adverse effect on TSYS’
business; (ii) TSYS’ expectation that the Durbin
Amendment will not have a significant negative impact
on TSYS’ business; (iii) TSYS’ expectation with respect
to foreign currency exchange rates; (iv) TSYS’
expectation with respect to the timing of the
conversion of Bank of America’s consumer card
portfolios; (v) TSYS’ expectation that it will be able to
fund a significant portion of its capital expenditure
needs through internally generated cash in the future;
(vi) TSYS’ earnings guidance for 2014 total revenues,
revenues before reimbursable items, adjusted EBITDA
and adjusted cash EPS; (vii) TSYS’ belief with respect to
lawsuits, claims and other complaints; (viii) TSYS’
expectation with respect to certain tax matters; (ix) the
Board’s intention to continue to pay cash dividends,
and the assumptions underlying such statements. In
addition, certain statements in future filings by TSYS
with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or
with the approval of TSYS which are not statements of
historical fact constitute forward-looking statements
within the meaning of the Act. Examples of forward-
looking statements include, but are not limited to:
(i) projections of revenue, income or loss, earnings or
loss per share, the payment or nonpayment of
dividends, capital structure and other financial items;
(ii) statements of plans and objectives of TSYS or its
management or Board of Directors, including those
relating to products or services; (iii) statements of future
economic performance; and (iv) statements of
assumptions underlying such statements. Words such
as “believes,” “anticipates,” “expects,” “intends,”
“targeted,” “estimates,” “projects,” “plans,” “may,”
“could,” “should,” “would,” and similar expressions
are intended to identify forward-looking statements but
are not the exclusive means of identifying these
statements.
These statements are based upon the current beliefs
and expectations of TSYS’ management and are
subject to significant risks and uncertainties. Actual
results may differ materially from those contemplated
by the forward-looking statements. A number of
important factors could cause actual results to differ
materially from those contemplated by our forward-
looking statements. Many of these factors are beyond
TSYS’ ability to control or predict. These factors
include, but are not limited to:
•
•
•
the material breach of security of any of TSYS’
systems;
TSYS incurs expenses associated with the signing
of a significant client;
internal growth rates for TSYS’ existing clients
are lower than anticipated whether as a result of
unemployment rates, card delinquencies and
charge off rates or otherwise;
30
•
•
•
•
•
•
•
•
TSYS does not convert and deconvert clients’
portfolios as scheduled;
risks associated with foreign operations,
including adverse developments with respect to
foreign currency exchange rates;
adverse developments with respect to entering
into contracts with new clients and retaining
current clients;
consolidation in the financial services and other
industries, including the merger of TSYS clients
with entities that are not TSYS processing clients,
the sale of portfolios by TSYS clients to entities
that are not TSYS processing clients and financial
institutions which are TSYS clients otherwise
ceasing to exist;
the impact of the Dodd-Frank Wall Street Reform
and Consumer Protection Act on TSYS and its
clients;
adverse developments with respect to the
payment card industry in general, including a
decline in the use of cards as a payment
mechanism;
the impact of potential and completed
acquisitions, particularly the NetSpend
acquisition, including the costs associated
therewith, their being more difficult to integrate
than anticipated, and the inability to achieve the
anticipated growth opportunities and other
benefits of the acquisitions;
the costs and effects of litigation, investigations
or similar matters or adverse facts and
developments relating thereto;
•
•
•
•
•
•
•
•
•
the impact of the application of and/or changes
in accounting principles;
TSYS’ inability to timely, successfully and cost-
effectively improve and implement processing
systems to provide new products, increased
functionality and increased efficiencies;
TSYS’ reliance on financial institution sponsors;
changes occur in laws, rules, regulations, credit
card association rules, the prepaid industry, or
other industry standards affecting TSYS and its
clients that may result in costly new compliance
burdens on TSYS and its clients and lead to a
decrease in the volume and/or number of
transactions processed;
successfully managing the potential both for
patent protection and patent liability in the
context of rapidly developing legal framework
for expansive patent protection;
one or more of the assumptions upon which
TSYS’ earnings guidance for 2014 is based is
inaccurate;
the effect of current domestic and worldwide
economic conditions;
other risk factors described in the “Risk Factors”
and other sections of TSYS’ Annual Report on
Form 10-K for the fiscal year ended
December 31, 2013 and other filings with the
Securities and Exchange Commission; and
TSYS’ ability to manage the foregoing and other
risks.
These forward-looking statements speak only as of the date on which they are made and TSYS does not intend to
update any forward-looking statement as a result of new information, future developments or otherwise.
Subsequent Events
On February 11, 2014, with cash on hand, the
Company acquired an additional 15% equity interest
in CPAY from CPC Holding Company, LLC, a
California limited liability company. This purchase
reduced the remaining redeemable noncontrolling
interest in CPAY to 25% of its total outstanding
equity.
31
Consolidated Balance Sheets
(in thousands, except per share data)
Assets
Current assets:
December 31,
2013
2012
Cash and cash equivalents (Note 4)
Accounts receivable, net of allowances for doubtful accounts and billing
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 278,230
adjustments of $3.4 million and $3.9 million at 2013 and 2012, respectively . . . . . .
Deferred income tax assets (Note 14)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net of accumulated amortization (Note 7)
. . . . . . . . . . . . . . . . .
Computer software, net of accumulated amortization (Note 8) . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net of accumulated depreciation and amortization
(Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract acquisition costs, net of accumulated amortization (Note 10)
. . . . . . . . . . . . . .
Equity investments, net (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax assets (Note 14)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
264,238
14,770
96,695
653,933
1,543,179
481,419
369,773
265,216
184,890
94,133
5,840
88,185
247,612
247,083
9,825
70,206
574,726
518,344
130,054
226,917
260,389
161,267
87,764
5,334
59,043
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,686,568 2,023,838
Liabilities
Current liabilities:
Accrued salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term borrowings (Note 12)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of obligations under capital leases (Note 12) . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities (Note 13)
38,775
36,463
34,257
23,032
164,688
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term borrowings, excluding current portion (Note 12) . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (Note 14)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations under capital leases, excluding current portion (Note 12) . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297,215
1,428,251
228,727
7,500
82,797
2,044,490
Redeemable noncontrolling interest in consolidated subsidiary . . . . . . . . . . . . . . . . .
39,652
26,243
63,370
27,361
13,263
100,282
230,519
174,859
48,074
17,155
68,791
539,398
39,505
Commitments and contingencies (Note 15)
Equity
Shareholders’ equity (Notes 17, 18, 19, and 20):
Common stock — $0.10 par value. Authorized 600,000 shares; 202,790 and 202,471
issued at 2013 and 2012, respectively; 187,717 and 187,031 outstanding at 2013
and 2012, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost (15,073 and 15,440 shares at 2013 and 2012, respectively)
. .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,279
165,841
3,749
(326,996)
20,247
141,793
1,408
(287,301)
1,718,204 1,549,063
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,581,077 1,425,210
19,725
21,349
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,602,426 1,444,935
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,686,568 2,023,838
See accompanying Notes to Consolidated Financial Statements
32
Consolidated Statements of Income
(in thousands, except per share data)
Years Ended December 31,
2013
2012
2011
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,132,353 1,870,972 1,808,966
Cost of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Merger and acquisition expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,436,331 1,262,310 1,257,970
227,251
1,289
295,555
14,220
249,360
1,650
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,746,106 1,513,320 1,486,510
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonoperating expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger and acquisition expenses—bridge loan facility and bonds . . . . . . .
386,247
(1,108)
(29,220)
357,652
(2,798)
—
322,456
(5,905)
—
Income before income taxes and equity in income of equity
investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before equity in income of equity investments . . . . . . . . . . . . . . .
Equity in income of equity investments, net of tax (Note 11) . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . .
Net income attributable to Total System Services, Inc. (TSYS) common
355,919
112,369
243,550
13,047
256,597
(11,847)
354,854
115,102
239,752
10,171
316,551
102,597
213,954
8,708
249,923
(5,643)
222,662
(2,103)
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 244,750
244,280
220,559
Basic earnings per share (EPS) attributable to TSYS common shareholders
(Note 25)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted EPS attributable to TSYS common shareholders (Note 25) . . . . . . . $
1.30
1.29
1.30
1.29
1.15
1.15
See accompanying Notes to Consolidated Financial Statements
33
Consolidated Statements of Comprehensive Income
(in thousands)
Years Ended December 31,
2013
2012
2011
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $256,597 249,923 222,662
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Postretirement healthcare plan adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income attributable to noncontrolling interests . . . . . . . . . . . . . .
(4,081)
1,895
1,773
(413)
2,183
(1,666)
—
517
1,674
1,056
—
2,730
256,184 250,440 225,392
2,721
9,092
4,307
Comprehensive income attributable to TSYS common shareholders . . . . . . . . . . $247,092 246,133 222,671
See accompanying Notes to Consolidated Financial Statements
34
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Years Ended December 31,
2013
2012
2011
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
$
256,597
249,923
222,662
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends received from equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges for transaction processing provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions for fraud and other losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions for bad debt expenses and billing adjustments . . . . . . . . . . . . . . . . . . . . . . .
(Gain) Loss on disposal of equipment, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of bond discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in value of private equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax expense (benefit) from share-based compensation . . . . . . . . . . . . . . . . . . . .
Equity in income of equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses, other current assets and other long-term assets . . . . . . . . . . . . . .
Accrued salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities and other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
205,351
26,945
28,933
8,595
7,458
7,269
—
11,912
2,000
(79)
225
1,027
(966)
(3,528)
(13,047)
(52,042)
(8,667)
(571)
(403)
(24,611)
170,610
285
18,621
7,524
2,803
298
—
—
1,054
324
—
2,012
(898)
(1,259)
(10,171)
37,206
2,855
(2,945)
(7,083)
(15,406)
169,165
1,491
16,477
6,835
4,750
160
799
—
1,552
(1,159)
—
3,091
—
523
(8,708)
(15,512)
(7,044)
23,099
4,492
13,646
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
452,398
455,753
436,319
Cash flows from investing activities:
Cash used in acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to contract acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to licensed computer software from vendors . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to internally developed computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of private equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary repurchase of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,314,660)
(55,965)
(63,635)
(40,598)
(33,600)
(1,378)
—
—
(188,698)
(34,384)
(33,001)
(31,395)
(19,285)
(3,031)
—
—
(47,909)
(31,623)
(19,502)
(26,938)
(17,882)
(1,573)
(493)
4,500
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,509,836)
(309,794)
(141,420)
Cash flows from financing activities:
Proceeds from long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax expense (benefit) from share-based compensation . . . . . . . . . . . . . . . . . . . . . .
Subsidiary dividends paid to noncontrolling shareholders . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on long-term borrowings and capital lease obligations . . . . . . . . . . .
Purchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,395,661
40,691
3,528
(7,321)
(103,857)
(13,573)
(56,510)
(166,805)
—
150,000
9,672
1,259
(2,797)
(74,939)
(2,073)
(94,035)
(200,052)
—
8,065
(523)
(433)
(121,271)
—
(53,949)
(28,892)
— (174,050)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,091,814
(212,965)
(371,053)
Cash and cash equivalents:
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .
(3,758)
(1,719)
(2,304)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,618
247,612
(68,725)
316,337
(78,458)
394,795
278,230
247,612
316,337
23,157
2,952
3,088
80,033
106,778
82,084
$
$
$
See accompanying Notes to Consolidated Financial Statements
35
Consolidated Statements of Changes in Equity
TSYS Shareholders
Redeemable
Noncontrolling
Interests
Common Stock Additional
Shares Dollars
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Retained
Earnings
Noncontrolling
Interests
Total
Equity
$ 146,000
(1,364)
—
201,326 $ 20,133
—
—
—
—
119,722
—
—
(2,585)
—
2,112
(115,449) 1,219,303
— 220,559
—
—
16,681
3,467
618
$ 1,257,805
224,026
2,730
noncontrolling interests . . . . . . . . . . . . .
(174,050)
(in thousands, except per share data)
Balance as of December 31, 2010 . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 18) . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 18)
. . . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for nonvested awards
(Note 18) . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Share-based compensation (Note 18)
Cash dividends declared ($0.31 per
share) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Purchase of treasury shares (Note 19)
Adjustment to fair value of non-
controlling interest in TMS . . . . . . . . . . .
Redemption of redeemable
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . . .
Subsidiary repurchase of noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits associated with share-based
compensation . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2011 . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 18) . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 18)
. . . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for nonvested awards
(Note 18) . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Share-based compensation (Note 18)
Cash dividends declared ($0.40 per
share) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
Purchase of treasury shares (Note 19)
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . . .
Fair value of noncontrolling interest in
CPAY . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits associated with share-based
compensation . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2012 . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . .
Replacement share-based awards
issued in connection with acquisition
(Note 18)
. . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for exercise of stock options
(Note 18)
. . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for nonvested
awards (Note 18)
. . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for nonvested awards
(Note 18)
. . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation
(Note 18)
. . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued from treasury
shares for dividend equivalents
(Note 18)
. . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared ($0.40 per
share)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury shares
(Note 19)
. . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary dividends paid to
noncontrolling interests . . . . . . . . . . . .
Tax shortfalls associated with share-
based compensation . . . . . . . . . . . . . .
Balance as of December 31, 2013 . . . . .
—
—
—
—
—
—
29,414
—
—
—
—
—
—
—
—
—
—
38,000
—
39,505
6,515
—
—
—
—
—
—
—
—
—
(6,368)
—
—
—
—
—
—
—
—
—
(448)
(598)
—
19,720
4,138
(1,336)
—
—
—
—
—
—
8,065
—
—
16,513
(59,228)
(121,272)
(6,828)
—
(448)
(493)
139
1,321,009
248,418
517
9,991
—
—
18,623
(75,851)
(75,272)
(2,797)
—
297
—
534
—
—
—
—
—
—
—
—
—
—
53
(3,450)
(53)
—
(172)
— 16,513
—
—
—
—
—
—
—
—
—
(6,828)
—
—
77
139
—
—
—
—
—
—
—
—
—
28
—
11,515
—
172
—
—
—
—
—
— (59,228)
—
(121,272)
—
—
—
—
—
—
—
—
—
—
—
1,505
201,860
—
20,186
—
125,948
—
(445)
—
1,853
(225,034) 1,380,634
— 244,280
—
611
—
61
(2,386)
(61)
—
—
—
—
—
—
—
—
(628)
— 18,623
—
—
—
—
—
—
—
—
—
297
—
—
—
—
—
—
—
—
—
12,377
—
628
—
—
—
—
—
— (75,851)
—
(75,272)
—
—
—
—
—
—
(2,797)
—
—
202,471
—
—
20,247
—
—
141,793
—
—
1,408
—
2,341
(287,301) 1,549,063
— 244,750
—
—
19,725
5,331
(2,754)
1,444,935
250,081
(413)
—
—
319
—
—
—
—
—
—
—
— (1,167)
—
32
(700)
(32)
— (5,747)
— 28,972
—
—
—
—
—
36
—
—
—
2,686
—
—
—
—
—
—
—
—
—
—
16,723
41,391
—
5,747
—
—
—
—
—
—
301
161
— (75,770)
(103,857)
—
—
—
—
—
—
—
—
—
—
—
—
—
(953)
—
15,556
40,691
—
—
28,972
498
(75,770)
(103,857)
(953)
2,686
$ 39,652
202,790 $20,279 165,841
3,749
(326,996) 1,718,204
21,349
$1,602,426
See accompanying Notes to Consolidated Financial Statements
36
Notes to Consolidated Financial Statements
NOTE 1 Basis of Presentation and
Summary of Significant
Accounting Policies
BUSINESS: Total System Services, Inc.’s (TSYS’ or
the Company’s) revenues are derived from providing
payment processing, merchant services and related
payment services to financial and nonfinancial
institutions, generally under long-term processing
contracts. The Company also derives revenues by
providing general purpose reloadable (GPR) prepaid
debit cards and payroll cards and alternative financial
services to underbanked consumers. The Company’s
services are provided through the Company’s four
operating segments: North America Services,
International Services, Merchant Services and
NetSpend.
Through the Company’s North America Services and
International Services segments, TSYS processes
information through its cardholder systems to
financial institutions throughout the United States and
internationally. The Company’s North America
Services segment provides these services to clients in
the United States, Canada, Mexico and the
Caribbean. The Company’s International Services
segment provides services to clients in Europe, India,
Middle East, Africa, Asia Pacific and Brazil. The
Company’s Merchant Services segment provides
merchant services to merchant acquirers and
merchants mainly in the United States. The
Company’s NetSpend segment provides services to
consumers in the United States.
PRINCIPLES OF CONSOLIDATION AND BASIS OF
PRESENTATION: The accompanying consolidated
financial statements, which are prepared in
accordance with generally accepted accounting
principles (GAAP) include the accounts of TSYS and
its wholly- and majority-owned subsidiaries. All
significant intercompany accounts and transactions
have been eliminated in consolidation. In addition,
the Company evaluates its relationships with other
entities to identify whether they are variable interest
entities as defined in accordance with the provisions
of Accounting Standards Codification (ASC) 810,
“Consolidation,” and to assess whether it is the
primary beneficiary of such entities. If the
determination is made that the Company is the
primary beneficiary, then that entity is included in the
consolidated financial statements in accordance with
ASC 810.
RISKS AND UNCERTAINTIES AND USE OF
ESTIMATES: Factors that could affect the
Company’s future operating results and cause actual
results to vary materially from expectations include,
but are not limited to, lower than anticipated growth
from existing clients, an inability to attract new clients
and grow internationally, loss of a major customer or
other significant client, loss of a major supplier, an
inability to grow through acquisitions or successfully
integrate acquisitions, an inability to control
expenses, technology changes, the impact of the
application of and/or changes in accounting
principles, financial services consolidation, changes in
regulatory requirements, a decline in the use of cards
as a payment mechanism, disruption of the
Company’s international operations, breach of the
Company’s security systems, a decline in the financial
stability of the Company’s clients and uncertain
economic conditions. Negative developments in
these or other risk factors could have a material
adverse effect on the Company’s financial position,
results of operations and cash flows.
The Company has prepared the accompanying
consolidated financial statements in conformity with
accounting principles generally accepted in the
United States of America. The preparation of the
consolidated financial statements requires
management of the Company to make a number of
estimates and assumptions relating to the reported
amounts of assets and liabilities at the date of the
consolidated financial statements and the reported
amounts of revenues and expenses during the
period. These estimates and assumptions are
developed based upon all information available.
Actual results could differ from estimated amounts.
ACQUISITIONS — PURCHASE PRICE
ALLOCATION: TSYS’ purchase price allocation
methodology requires the Company to make
assumptions and to apply judgment to estimate the
fair value of acquired assets and liabilities. TSYS
estimates the fair value of assets and liabilities based
upon appraised market values, the carrying value of
the acquired assets and widely accepted valuation
techniques, including discounted cash flows and
market multiple analyses. Management determines
the fair value of fixed assets and identifiable
intangible assets such as developed technology or
customer relationships, and any other significant
assets or liabilities. TSYS adjusts the purchase price
allocation, as necessary, up to one year after the
acquisition closing date as TSYS obtains more
information regarding asset valuations and liabilities
assumed. Unanticipated events or circumstances may
occur which could affect the accuracy of the
Company’s fair value estimates, including
37
assumptions regarding industry economic factors and
business strategies, and result in an impairment or a
new allocation of purchase price.
Given its history of acquisitions, TSYS may allocate
part of the purchase price of future acquisitions to
contingent consideration as required by GAAP for
business combinations. The fair value calculation of
contingent consideration will involve a number of
assumptions that are subjective in nature and which
may differ significantly from actual results. TSYS may
experience volatility in its earnings to some degree in
future reporting periods as a result of these fair value
measurements.
CASH AND CASH EQUIVALENTS: Cash on hand
and investments with a maturity of three months or
less when purchased are considered to be cash
equivalents.
ACCOUNTS RECEIVABLE: Accounts receivable
balances are stated net of allowances for doubtful
accounts and billing adjustments.
TSYS records an allowance for doubtful accounts
when it is probable that the accounts receivable
balance will not be collected. When estimating the
allowance for doubtful accounts, the Company takes
into consideration such factors as its day-to-day
knowledge of the financial position of specific clients,
the industry and size of its clients, the overall
composition of its accounts receivable aging, prior
history with specific customers of accounts receivable
write-offs and prior experience of allowances in
proportion to the overall receivable balance. This
analysis includes an ongoing and continuous
communication with its largest clients and those
clients with past due balances. A financial decline of
any one of the Company’s large clients could have a
material adverse effect on collectability of receivables
and thus the adequacy of the allowance for doubtful
accounts.
Increases in the allowance for doubtful accounts are
recorded as charges to bad debt expense and are
reflected in selling, general and administrative
expenses in the Company’s Consolidated Statements
of Income. Write-offs of uncollectible accounts are
charged against the allowance for doubtful accounts.
TSYS records an allowance for billing adjustments for
actual and potential billing discrepancies. When
estimating the allowance for billing adjustments, the
Company considers its overall history of billing
adjustments, as well as its history with specific clients
and known disputes. Increases in the allowance for
billing adjustments are recorded as a reduction of
revenues in the Company’s Consolidated Statements
of Income and actual adjustments to invoices are
charged against the allowance for billing
adjustments.
UP-FRONT DISTRIBUTOR PAYMENTS: The
Company makes up-front contractual payments to
third-party distribution partners. The Company
assesses each up-front payment to determine
whether it meets the criteria of an asset as defined by
U.S. GAAP. If these criteria are met, the Company
capitalizes the up-front payment and recognizes the
capitalized amount as expense ratably over the
benefit period, which is generally the contract period.
If the contract requires the distributor to perform
specific acts (i.e. achieve a sales goal) and no other
conditions exist for the distributor to earn
or retain the up-front payment, then the Company
capitalizes the payment and recognizes it as an
expense when the performance conditions have been
met. Up-front distributor payments are classified on
the Consolidated Balance Sheet as other non-current
assets and recorded as a cost of services in the
Consolidated Statements of Income.
PROPERTY AND EQUIPMENT: Property and
equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and
amortization are computed using the straight-line
method over the estimated useful lives of the assets.
Buildings and improvements are depreciated over
estimated useful lives of 5-40 years, computer and
other equipment over estimated useful lives of 2-
5 years, and furniture and other equipment over
estimated useful lives of 3-15 years. The Company
evaluates impairment losses on long-lived assets
used in operations in accordance with the provisions
of ASC 360, “Property Plant and Equipment.”
All ordinary repairs and maintenance costs are
expensed as incurred. Maintenance costs that extend
the asset life are capitalized and amortized over the
remaining estimated life of the asset.
LICENSED COMPUTER SOFTWARE: The
Company licenses software that is used in providing
services to clients. Licensed software is obtained
through perpetual licenses and site licenses and
through agreements based on processing capacity
(called “MIPS agreements”). Perpetual and site
licenses are amortized using the straight-line method
over their estimated useful lives which range from
three to ten years. Software licensed under MIPS
agreements is amortized using a units-of-production
basis over the estimated useful life of the software,
38
generally not to exceed ten years. At each balance
sheet date, the Company evaluates impairment
losses on long-lived assets used in operations in
accordance with ASC 360.
ACQUISITION TECHNOLOGY INTANGIBLES:
These identifiable intangible assets are software
technology assets resulting from acquisitions. These
assets are amortized using the straight-line method
over periods not exceeding their estimated useful
lives, which range from five to nine years. The
provisions of ASC 350, “Intangibles — Goodwill and
Other,” require that intangible assets with estimated
useful lives be amortized over their respective
estimated useful lives to their residual values, and
reviewed for impairment in accordance with ASC 360.
Acquisition technology intangibles’ net book values
are included in computer software, net in the
accompanying balance sheets. Amortization
expenses are charged to cost of services in the
Company’s Consolidated Statements of Income.
SOFTWARE DEVELOPMENT COSTS:
In
accordance with the provisions of ASC 985,
“Software,” software development costs are
capitalized once technological feasibility of the
software product has been established. Costs
incurred prior to establishing technological feasibility
are expensed as incurred. Technological feasibility is
established when the Company has completed a
detailed program design and has determined that a
product can be produced to meet its design
specifications, including functions, features and
technical performance requirements. Capitalization of
costs ceases when the product is generally available
to clients. At each balance sheet date, the Company
evaluates the unamortized capitalized costs of
software development as compared to the net
realizable value of the software product which is
determined by future undiscounted net cash flows.
The amount by which the unamortized software
development costs exceed the net realizable value is
written off in the period that such determination is
made. Software development costs are amortized
using the greater of (1) the straight-line method over
its estimated useful life, which ranges from three to
ten years or (2) the ratio of current revenues to total
anticipated revenue over its useful life.
The Company also develops software that is used
internally. These software development costs are
capitalized based upon the provisions of ASC 350.
Internal-use software development costs are
capitalized once: (1) the preliminary project stage is
completed, (2) management authorizes and commits
to funding a computer software project, and (3) it is
probable that the project will be completed and the
software will be used to perform the function
intended. Costs incurred prior to meeting the
qualifications are expensed as incurred. Capitalization
of costs ceases when the project is substantially
complete and ready for its intended use. Internal-use
software development costs are amortized using the
straight-line method over its estimated useful life
which ranges from three to ten years. Software
development costs may become impaired in
situations where development efforts are abandoned
due to the viability of the planned project becoming
doubtful or due to technological obsolescence of the
planned software product.
CONTRACT ACQUISITION COSTS: The Company
capitalizes contract acquisition costs related to
signing or renewing long-term contracts. The
Company capitalizes internal conversion costs in
accordance with the provisions of Staff Accounting
Bulletin (SAB) No. 104, “Revenue Recognition” and
ASC 605, “Revenue Recognition.” The capitalization
of costs related to cash payments for rights to
provide processing services is capitalized in
accordance with the provisions of ASC 605. All costs
incurred prior to a signed agreement are expensed
as incurred.
Contract acquisition costs are amortized using the
straight-line method over the expected customer
relationship (contract term) beginning when the
client’s cardholder accounts are converted and
producing revenues. The amortization of contract
acquisition costs associated with cash payments for
client incentives is included as a reduction of
revenues in the Company’s Consolidated Statements
of Income. The amortization of contract acquisition
costs associated with conversion activity is recorded
as cost of services in the Company’s Consolidated
Statements of Income.
The Company evaluates the carrying value of contract
acquisition costs associated with each customer for
impairment on the basis of whether these costs are
fully recoverable from either contractual minimum
fees (contractual costs) or from expected
undiscounted net operating cash flows of the related
contract (cash incentives paid). The determination of
expected undiscounted net operating cash flows
requires management to make estimates. These costs
may become impaired with the loss of a contract, the
financial decline of a client, termination of conversion
efforts after a contract is signed, diminished
prospects for current clients or if the Company’s
actual results differ from its estimates of future cash
flows. The amount of the impairment is written off in
the period that such a determination is made.
39
EQUITY INVESTMENTS: TSYS’ 49% investment in
Total System Services de México, S.A. de C.V. (TSYS
de México), an electronic payment processing
support operation located in Toluca, Mexico, is
accounted for using the equity method of
accounting, as is TSYS’ 44.56% investment in China
UnionPay Data Co., Ltd. (CUP Data) headquartered in
Shanghai, China. TSYS’ equity investments are
recorded initially at cost and subsequently adjusted
for equity in earnings, cash contributions and
distributions, and foreign currency translation
adjustments.
GOODWILL: Goodwill results from the excess of
cost over the fair value of net assets of businesses
acquired.
Goodwill and intangible assets with indefinite useful
lives are tested for impairment at least annually in
accordance with the provisions of ASC 350. ASC 350
also requires that intangible assets with estimable
useful lives be amortized over their respective
estimated useful lives to their estimated residual
values.
The portion of the difference between the cost of an
investment and the amount of underlying equity in
net assets of an equity method investee that is
recognized as goodwill in accordance with the
provisions of ASC 323, “Investments — Equity
Method and Joint Ventures,” shall not be amortized.
However, equity method goodwill shall not be
reviewed for impairment in accordance with ASC 350,
but instead should continue to be reviewed for
impairment in accordance with paragraph 19(h) of
ASC 323. Equity method goodwill, which is not
reported as goodwill in the Company’s Consolidated
Balance Sheet, but is reported as a component of the
equity investment, was $52.7 million as of
December 31, 2013.
OTHER INTANGIBLE ASSETS:
Identifiable
intangible assets relate primarily to customer
relationships, databases, channel relationships,
covenants-not-to-compete, trade names and trade
associations resulting from acquisitions. These
identifiable intangible assets are amortized using the
straight-line method over periods not exceeding the
estimated useful lives, which range from three to ten
years. ASC 350 requires that intangible assets with
estimable useful lives be amortized over their
respective estimated useful lives to their estimated
residual values, and reviewed for impairment in
accordance with ASC 360. Amortization expenses are
charged to selling, general and administrative
expenses in the Company’s Consolidated Statements
of Income.
FAIR VALUES OF FINANCIAL
INSTRUMENTS: The Company uses financial
instruments in the normal course of its business. The
carrying values of cash equivalents, accounts
receivable, accounts payable, accrued salaries and
employee benefits, and other current liabilities
approximate their fair value due to the short-term
maturities of these assets and liabilities. The fair value
of the Company’s long-term debt and obligations
under capital leases is not significantly different from
its carrying value.
Investments in equity investments are accounted for
using the equity method of accounting and pertain to
privately held companies for which fair value is not
readily available. The Company believes the fair
values of its investments in equity investments
exceed their respective carrying values.
In
IMPAIRMENT OF LONG-LIVED ASSETS:
accordance with ASC 360, the Company reviews
long-lived assets, such as property and equipment
and intangibles subject to amortization, including
contract acquisition costs and certain computer
software, for impairment whenever events or changes
in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a
comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected
to be generated by the asset. If upon a triggering
event the Company determines that the carrying
amount of an asset exceeds its estimated
undiscounted future cash flows, an impairment
charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of
the asset. Assets to be disposed of would be
separately presented in the balance sheet and
reported at the lower of the carrying amount or fair
value less costs to sell, and would no longer be
depreciated. The assets and liabilities of a disposed
group classified as held for sale would be presented
separately in the appropriate asset and liability
sections of the balance sheet.
TRANSACTION PROCESSING PROVISIONS: The
Company has recorded an accrual for contract
contingencies (performance penalties) and
processing errors. A significant number of the
Company’s contracts with large clients contain
service level agreements which can result in TSYS
incurring performance penalties if contractually
required service levels are not met. When providing
for these accruals, the Company takes into
consideration such factors as the prior history of
performance penalties and processing errors
40
incurred, actual contractual penalties inherent in the
Company’s contracts, progress towards milestones
and known processing errors not covered by
insurance.
These accruals are included in other current liabilities
in the accompanying Consolidated Balance Sheets.
Increases and decreases in transaction processing
provisions are charged to cost of services in the
Company’s Consolidated Statements of Income, and
payments or credits for performance penalties and
processing errors are charged against the accrual.
In connection with the acquisition of
REDEEMABLE NONCONTROLLING
INTEREST:
CPAY, the Company is party to call and put
arrangements with respect to the membership units
that represent the remaining noncontrolling interest
of CPAY. The call arrangement is exercisable by TSYS
and the put arrangement is exercisable by the seller.
The put arrangement is outside the control of the
Company by requiring the Company to purchase the
seller’s entire equity interest in CPAY at a put price at
fair market value. The put arrangement is recorded
on the balance sheet and is classified as redeemable
noncontrolling interest outside of permanent equity.
NONCONTROLLING INTEREST: Noncontrolling
interest in earnings of subsidiaries represents the
minority shareholders’ share of the net income or loss
of GP Network Corporation (GP Net), TSYS Managed
Services EMEA Ltd. (TSYS Managed Services) and
CPAY. The noncontrolling interest in the
Consolidated Balance Sheet reflects the original
investment by these shareholders in GP Net and
TSYS Managed Services, their proportional share of
the earnings or losses and their proportional share of
net gains or losses resulting from the currency
translation of assets and liabilities of GP Net and
TSYS Managed Services. TSYS has adopted the
accounting policy to recognize gains or losses on
equity transactions of a subsidiary as a capital
transaction.
CARDHOLDERS’ RESERVE: The Company is
exposed to losses due to cardholder fraud, payment
defaults and other forms of cardholder activity as well
as losses due to non-performance of third parties
who receive cardholder funds for transmittal to the
Issuing Banks (banks that issue MasterCard
International or Visa USA, Inc. branded cards to
customers). The Company establishes a reserve for
the losses it estimates will arise from processing
customer transactions, debit card overdrafts,
chargebacks for unauthorized card use and merchant-
related chargebacks due to non-delivery of goods
and services. These reserves are established based
upon historical loss and recovery rates and
cardholder activity for which specific losses can be
identified. The cardholders’ reserve was
approximately $5.8 million as of December 31, 2013.
The Company regularly updates its reserve estimate
as new facts become known and events occur that
may impact the settlement or recovery of losses.
PROVISION FOR MERCHANT LOSSES: The
Company has potential liability for losses resulting
from disputes between a cardholder and a merchant
that arise as a result of, among other things, the
cardholder’s dissatisfaction with merchandise quality
or merchant services. Such disputes may not be
resolved in the merchant’s favor. In these cases, the
transaction is “charged back” to the merchant, which
means the purchase price is refunded to the
customer by the card-issuing bank and charged to
the merchant. If the merchant is unable to fund the
refund, TSYS must do so. TSYS also bears the risk of
reject losses arising from the fact that TSYS collects
fees from its merchants on the first day after the
monthly billing period. If the merchant has gone out
of business during such period, TSYS may be unable
to collect such fees. TSYS maintains cash deposits or
requires the pledge of a letter of credit from certain
merchants, generally those with higher average
transaction size where the card is not present when
the charge is made or the product or service is
delivered after the charge is made, in order to offset
potential contingent liabilities such as chargebacks
and reject losses that would arise if the merchant
went out of business. Most chargeback and reject
losses are charged to cost of services as they are
incurred. However, the Company also maintains a
provision against losses, including major fraud losses,
which are both less predictable and involve larger
amounts. The loss provision was established using
historical loss rates, applied to recent bankcard
processing volume. As of December 31, 2013, the
Company had a loss provision in the amount of
$991,000.
FOREIGN CURRENCY TRANSLATION: The
Company maintains several different foreign
operations whose functional currency is their local
currency. Foreign currency financial statements of the
Company’s Mexican and Chinese equity investments,
the Company’s wholly owned subsidiaries and the
Company’s majority owned subsidiaries, as well as
the Company’s division and branches in the United
Kingdom and China, are translated into U.S. dollars at
current exchange rates, except for revenues, costs
and expenses, and net income which are translated at
the average exchange rates for each reporting
41
period. Net gains or losses resulting from the
currency translation of assets and liabilities of the
Company’s foreign operations, net of tax when
applicable, are accumulated in a separate section of
shareholders’ equity titled accumulated other
comprehensive income (loss). Gains and losses on
transactions denominated in currencies other than
the functional currencies are included in determining
net income for the period in which exchange rates
change.
TREASURY STOCK: The Company uses the cost
method when it purchases its own common stock as
treasury shares or issues treasury stock upon option
exercises and displays treasury stock as a reduction of
shareholders’ equity.
REVENUE RECOGNITION: The Company
recognizes revenues in accordance with the
provisions of SAB No. 104. SAB No. 104 sets forth
guidance as to when revenue is realized or realizable
and earned when all of the following criteria are met:
(1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been
performed; (3) the seller’s price to the buyer is fixed
or determinable; and (4) collectability is reasonably
assured. The Company accrues for rights of refund,
processing errors or penalties, or other related
allowances based on historical experience.
The Company’s North America and International
Services revenues are derived from long-term
processing contracts with financial and nonfinancial
institutions and are generally recognized as the
services are performed. Payment processing services
revenues are generated primarily from charges based
on the number of accounts on file, transactions and
authorizations processed, statements mailed, cards
embossed and mailed and other processing services
for cardholder accounts on file. Most of these
contracts have prescribed annual revenue minimums,
penalties for early termination, and service level
agreements which may impact contractual fees if
certain service levels are not achieved.
Revenue is recognized as the services are performed,
primarily on a per unit basis. Processing contracts
generally range from three to ten years in length.
When providing payment processing services, the
Company frequently enters into customer
arrangements to provide multiple services that may
also include conversion or implementation services,
business process outsourcing services such as call
center services, web-based services, and other
payment processing-related services. Revenue for
these services is generally recognized as they are
performed on a per unit basis each month or ratably
over the term of the contract.
The Company’s Merchant Services revenues are
derived from long-term processing contracts with
large financial institutions, other merchant acquirers
and merchant organizations which generally range
from three to eight years and provide for penalties
for early termination. Merchant services revenue is
generated primarily from processing all payment
forms including credit, debit, electronic benefits
transfer and check truncation for merchants of all
sizes across a wide array of retail market segments.
The products and services offered include
authorization and capture of electronic transactions,
clearing and settlement of electronic transactions,
information reporting services related to electronic
transactions, merchant billing services, and point-of-
sale terminal services. Revenue is recognized for
merchant services as those services are performed,
primarily on a per unit basis. When providing
merchant processing services, the Company
frequently enters into customer arrangements to
provide multiple services that may also include
conversion or implementation services, business
process outsourcing services such as call center
services, terminal services, and other merchant
processing-related services. Revenue for these
services is generally recognized as they are
performed on a per unit basis each month or ratably
over the term of the contract. Revenues on point-of-
sale terminal equipment are recognized upon the
transfer of ownership and shipment of product.
When a sale involves multiple deliverables, revenue
recognition is affected by the determination of the
number of deliverables in an arrangement, whether
those deliverables may be separated into separate
units of accounting, and the valuation of each unit of
accounting which affects the amount of revenue
allocated to each unit. Pursuant to ASC 605, the
Company uses vendor-specific objective evidence of
selling price (VSOE) when it exists to determine the
amount of revenue to allocate to each unit of
accounting. The Company establishes VSOE of
selling price using the price charged when the same
service is sold separately. In certain situations, the
Company does not have sufficient VSOE. In these
situations, TSYS considered whether sufficient third
party evidence (TPE) of selling price existed for the
Company’s services. However, the Company typically
is not able to determine TPE and has not used this
measure of selling price due to the unique and
proprietary nature of some of its services and the
42
inability to reliably verify relevant standalone
competitor prices. When there is insufficient evidence
of VSOE and TPE, the Company has made its best
estimate of the standalone selling price (ESP) of that
service for purposes of allocating revenue to each
unit of accounting. When determining ESP, TSYS uses
limited standalone sales data that do not meet the
Company’s criteria to establish VSOE, management
pricing strategies, residual selling price data when
VSOE exists for a group of elements, and margin
objectives. Consideration is also given to
geographies in which the services are sold or
delivered, customer classifications, and market
conditions including competitor pricing strategies
and benchmarking studies. Revenue is recognized
when the revenue recognition criteria for each unit of
accounting have been met.
As business and service offerings change in the
future, the determination of the number of
deliverables in an arrangement and related units of
accounting and the future pricing practices may result
in changes in the estimates of VSOE and ESP, which
may change the ratio of fees allocated to each
service or unit of accounting in a given customer
arrangement. There were no material changes or
impact to revenue in revenue recognition in the year
ended December 31, 2013 due to any changes in the
determination of the number of deliverables in an
arrangement, units of accounting, or estimates of
VSOE or ESP.
In many situations, the Company enters into
arrangements with customers to provide conversion
or implementation services in addition to processing
services where the conversion or implementation
services do not have standalone value. In these
situations, the deliverables do not meet the criteria of
ASC 605-25 for separation and the deliverables are
combined as a single unit of accounting for revenue
recognition. For these arrangements, conversion or
implementation services that do not have standalone
value, are recognized over the expected customer
relationship (contract term) contract term as the
related processing services are performed.
The Company’s other services generally have
standalone value and constitute separate units of
accounting for revenue recognition purposes.
However, customer arrangements entered into prior
to January 1, 2011 often included services for which
sufficient objective and reliable evidence of fair value
did not exist. In certain situations, sufficient objective
and reliable evidence of fair value did not exist for
multiple undelivered services, and the deliverables
were combined and recognized as a single unit of
accounting based on the proportional performance
for the combined unit. Beginning on January 1, 2011,
services in new or materially modified arrangements
of this nature are now divided into separate units of
accounting and revenue is allocated to each unit
based on the relative selling price method. As the
services in these arrangements are generally
delivered over the same term with consistent patterns
of performance, there is no change in the timing or
pattern of revenue recognition upon adoption of
Accounting Standard Update (ASU) 2009-13,
“Multiple-Deliverable Revenue Arrangements,” an
update to ASC Topic 605, “Revenue Recognition,”
and formerly known as EITF 08-1, “Revenue
Arrangements with Multiple Deliverables”, nor does
it have a material effect on revenue recognition for
these arrangements in future periods.
The Company’s multiple element arrangements may
include one or more elements that are subject to
other topics including software revenue recognition
and leasing guidance. The consideration for these
multiple element arrangements is allocated to each
group of deliverables – those subject to ASC 605-25
and those subject to other topics based on the
revised guidance in ASU 2009-13. Arrangement
revenue for each group of deliverables is then further
separated, allocated, and recognized based on
applicable guidance.
The Company’s NetSpend revenues principally
consist of a portion of the service fees and
interchange revenues received by the Issuing Banks
in connection with the programs NetSpend manages.
Revenue is recognized when there is persuasive
evidence of an arrangement, the relevant services
have been rendered, the price is fixed or
determinable and collectability is reasonably assured.
Cardholders are charged fees in connection with
NetSpend’s products and services as follows:
•
•
Transactions — Cardholders are typically
charged a fee for each PIN and signature-based
purchase transaction made using their GPR
cards, unless the cardholder is on a monthly or
annual service plan, in which case the cardholder
is instead charged a monthly or annual
subscription fee, as applicable. Cardholders are
also charged fees for ATM withdrawals and other
transactions conducted at ATMs.
Customer Service and Maintenance —
Cardholders are typically charged fees for
balance inquiries made through NetSpend’s call
43
centers. Cardholders are also charged a monthly
maintenance fee after a specified period of
inactivity.
•
Additional Products and Services — Cardholders
are charged fees associated with additional
products and services offered in connection with
certain of the GPR cards, including the use of
overdraft features, a variety of bill payment
options, custom card designs and card-to-card
transfers of funds initiated through NetSpend’s
call centers.
• Other — Cardholders are charged fees in
connection with the acquisition and reloading of
the GPR cards at retailers and the Company
receives a portion of these amounts in some cases.
Revenue resulting from the service fees charged to
the cardholders described above is recognized when
the fees are charged because the earnings process is
substantially complete, except for revenue resulting
from the initial activation of cards and annual
subscription fees. Revenue resulting from the initial
activation of cards is recognized ratably, net of
commissions paid to the distributors, over the
average account life, which is approximately one year
for GPR cards. Revenue resulting from annual
subscription fees is recognized ratably over the
annual period to which the fees relate.
NetSpend earns revenues from a portion of the
interchange fees remitted by merchants when
cardholders make purchases at their locations using
their GPR cards. Subject to applicable law,
interchange fees are fixed by the Networks.
Interchange revenues are recognized net of
sponsorship, licensing and processing fees charged
by the Networks for services they provide in
processing purchase transactions routed through
them. Interchange revenue is recognized during the
period that the purchase transactions occur. Also
included in interchange revenue are fees earned from
branding agreements with the Networks.
In regards to taxes assessed by a governmental
authority imposed directly on a revenue producing
transaction, the Company reports its revenues on a
net basis.
REIMBURSABLE ITEMS: Reimbursable items
consist of out-of-pocket expenses which are
reimbursed by the Company’s clients. These
expenses consist primarily of postage, access fees
and third party software. The Company accounts for
reimbursable items in accordance with the provisions
of ASC 605.
SHARE-BASED COMPENSATION: ASC 718,
“Compensation — Stock Compensation,” establishes
standards for the accounting for transactions in which
an entity exchanges its equity instruments for goods
or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity’s
equity instruments or that may be settled by the
issuance of those equity instruments. ASC 718
requires a public entity to measure the cost of
employee services received in exchange for an award
of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost
will be recognized over the period during which an
employee is required to provide service in exchange
for the award.
ASC 718 is effective for all awards granted on or after
January 1, 2006, and to awards modified,
repurchased or cancelled after that date. ASC 718
requires the Company to recognize compensation
costs for the nonvested portion of outstanding share-
based compensation granted in the form of stock
options based on the grant-date fair value of those
awards calculated under the provisions of ASC 718,
for pro forma disclosures. Share-based compensation
expenses include the impact of expensing the fair
value of stock options, as well as expenses associated
with nonvested shares. TSYS adopted the provisions
of ASC 718 effective January 1, 2006 using the
modified-prospective-transition method.
ASC 718 requires companies to estimate forfeitures
when recognizing compensation cost. The estimate
of forfeitures will be adjusted by the Company as
actual forfeitures differ from its estimates, resulting in
compensation cost only for those awards that actually
vest. The effect of the change in estimated forfeitures
is recognized as compensation costs in the period
the change in estimate occurred. In estimating its
forfeiture rate, the Company stratified its data based
upon historical experience to determine separate
forfeiture rates for the different award grants. The
Company currently estimates a forfeiture rate for
existing stock option grants to TSYS non-executive
employees, and a forfeiture rate for other TSYS share-
based awards. Currently, TSYS estimates a forfeiture
rate in the range of 0% to 10%.
The Company has issued vested awards to directors
and nonvested awards to certain employees. The
market value of the common stock at the date of
44
issuance is recognized as compensation expense
immediately for vested awards and over the vesting
period of the nonvested awards. For nonvested
award grants that have pro rata vesting, the
Company recognizes compensation expense using
the straight-line method over the vesting period of
the award.
LEASES: The Company is obligated under
noncancelable leases for computer equipment and
facilities. As these leases expire, they will be
evaluated and renewed or replaced by similar leases
based on need. A lease is an agreement conveying
the right to use property, plant, or equipment (land
and/or depreciable assets) usually for a stated period
of time. For purposes of applying the accounting and
reporting standards, leases are classified from the
standpoint of the lessee as capital or operating
leases.
Rental payments on operating leases are charged to
expense over the lease term. If rental payments are
not made on a straight-line basis, rental expense
nevertheless shall be recognized on a straight-line
basis unless another systematic and rational basis is
more representative of the time pattern in which use
benefit is derived from the leased property, in which
case that basis shall be used.
Certain of the Company’s operating leases are for
office space. The Company will make various
alterations (leasehold improvements) to the office
space and capitalize these costs as part of property
and equipment. Leasehold improvements are
amortized on a straight-line basis over the useful life
of the improvement or the term of the lease,
whichever is shorter.
ADVERTISING: Advertising costs, consisting mainly
of advertising in trade publications, are expensed as
incurred or the first time the advertising takes place
except for direct-response advertising and television
advertising production costs. Direct-response
advertising consists of commission paid to affiliate
marketers for the new funded customer accounts
generated by them. Direct-response advertising costs
are capitalized and amortized over the average life of
the new accounts, which is approximately one year.
Television advertising production costs consist of the
costs of developing and filming television ads.
Television advertising production costs are
capitalized when the production services are received
and expensed in the period when the advertising first
takes place. Advertising expense for 2013, 2012 and
2011 was $1.3 million, $1.0 million and $813,000,
respectively.
Income taxes reflected in TSYS’
INCOME TAXES:
consolidated financial statements are computed
based on the taxable income of TSYS and its
affiliated subsidiaries. A consolidated U.S. federal
income tax return is filed for TSYS and its majority
owned U.S. subsidiaries. Additionally, income tax
returns are also filed in states where TSYS and its
subsidiaries have filing obligations and in foreign
jurisdictions where TSYS has a foreign affiliate.
The Company accounts for income taxes in
accordance with the asset and liability method.
Deferred income tax assets and liabilities are
recognized for the future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating
loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in
which those temporary differences are expected to
be recovered or settled. Reserves against the
carrying value of a deferred tax asset are established
when necessary to reflect the decreased likelihood of
realization of a deferred asset in the future. The effect
on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the
period that includes the enactment date.
Income tax provisions require the use of
management judgments, which are subject to
challenge by various taxing authorities. Contingency
reserves are periodically established where the
amount of the contingency can be reasonably
determined and is likely to occur. Reductions in
contingency reserves are recognized when tax
disputes are settled or examination periods lapse.
Significant estimates used in accounting for income
taxes relate to the determination of taxable income,
the determination of temporary differences between
book and tax basis, as well as estimates on the
realizability of tax credits and net operating losses.
TSYS recognizes potential interest and penalties
related to the underpayment of income taxes as
income tax expense in the Consolidated Statements
of Income.
EARNINGS PER SHARE: The guidance under
ASC 260, “Earnings Per Share,” holds that unvested
share-based payment awards that contain
nonforfeitable rights to dividends or dividend
equivalents are “participating securities” as defined
in ASC 260, and therefore should be included in EPS
using the two-class method.
45
The two-class method is an earnings allocation
method for computing EPS when an entity’s capital
structure includes two or more classes of common
stock or common stock and participating securities. It
determines EPS based on dividends declared on
common stock and participating securities and
participation rights of participating securities in any
undistributed earnings.
Basic EPS is calculated by dividing net income by the
weighted average number of common shares
outstanding during the period. Diluted EPS is
calculated to reflect the potential dilution that would
occur if stock options or other contracts to issue
common stock were exercised. Diluted EPS is
calculated by dividing net income by weighted
average common and common equivalent shares
outstanding. Common equivalent shares are
calculated using the treasury stock method.
RECLASSIFICATIONS: Certain reclassifications
have been made to the 2012 and 2011 financial
statements to conform to the presentation adopted
in 2013.
NOTE 2 Fair Value Measurement
ASC 820, “Fair Value Measurements and Disclosure,”
requires disclosure about how fair value is
determined for assets and liabilities and establishes a
hierarchy for which these assets and liabilities must
be grouped, based on significant level of inputs. The
three-tier fair value hierarchy, which prioritizes the
inputs used in the valuation methodologies, is as
follows:
Level 1 — Quoted prices for identical assets and
liabilities in active markets.
value of a reporting unit (RU) with its book value,
including goodwill. If the fair value of the RU exceeds
its book value, goodwill is considered not impaired
and the second step of the impairment test is
unnecessary. If the book value of the RU exceeds its
fair value, the second step of the goodwill
impairment test is performed to measure the amount
of impairment loss, if any. The second step of the
goodwill impairment test compares the implied fair
value of the RU’s goodwill with the book value of that
goodwill. If the book value of the RU’s goodwill
exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to
that excess. The fair value of the RU is allocated to all
of the assets and liabilities of that unit as if the RU
had been acquired in a business combination and the
fair value of the RU was the purchase price paid to
acquire the RU.
The estimate of fair value of the Company’s RUs is
determined using various valuation techniques,
including using an equally weighted combination of
the market approach and the income approach. The
market approach, which contains Level 2 inputs,
utilizes readily available market valuation multiples to
estimate fair value. The income approach is a
valuation technique that utilizes the discounted cash
flow (DCF) method, which includes Level 3 inputs.
Under the DCF method, the fair value of the RU
reflects the present value of the projected earnings
that will be generated by each RU after taking into
account the revenues and expenses associated with
the asset, the relative risk that the cash flows will
occur, the contribution of other assets, and an
appropriate discount rate to reflect the value of the
invested capital. Cash flows are estimated for future
periods based upon historical data and projections
by management.
Level 2 — Observable inputs other than quoted
prices included in Level 1, such as quoted prices for
similar assets and liabilities in active markets, quoted
prices for identical or similar assets and liabilities in
markets that are not active, or other inputs that are
observable or can be corroborated by observable
market data.
As of December 31, 2013, the Company had
recorded goodwill in the amount of $1.5 billion. The
Company performed its annual impairment test of its
goodwill balances as of May 31, 2013, and this test
did not indicate any impairment. The fair value of the
RUs substantially exceeds the carrying value. Refer to
Note 6 for more information regarding goodwill.
Level 3 — Unobservable inputs for the asset or
liability.
Goodwill is assessed annually for impairment in the
second quarter of each year using fair value
measurement techniques. Specifically, goodwill
impairment is determined using a two-step test. The
first step of the goodwill impairment test is used to
identify potential impairment by comparing the fair
The fair value of the Company’s long-term debt and
obligations under capital leases is not significantly
different from its carrying value.
NOTE 3 Relationships with Affiliated
Companies
The Company provides electronic payment
processing and other services to the Company’s
46
equity investments, TSYS de México and CUP Data.
The foregoing related party services are performed
under contracts that are similar to its contracts with
unrelated third party customers. The Company
believes the terms and conditions of transactions
between the Company and these related parties are
comparable to those which could have been
obtained in transactions with unaffiliated parties.
Through its related party transactions, TSYS
generates accounts receivable and liability accounts
with TSYS de México and CUP Data. The Company
had an accounts receivable balance of $7,400 and
$7,500 associated with related parties as of
December 31, 2013 and 2012, respectively. The
Company had an accounts payable balance of
$12,000 and $77,000 with related parties as of
December 31, 2013 and 2012, respectively.
The table below details revenues derived from
affiliated companies for the years ended
December 31, 2013, 2012 and 2011:
(in thousands)
Total revenues:
2013
2012
2011
CUP Data . . . . . . . . . . . . . . . . . $229
68
TSYS de México . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . $297
172
72
244
136
62
198
The Company and TSYS de México are parties to an
agreement where TSYS de México provides
processing support to the Company. Processing
support fees paid to TSYS de México were $148,000,
$186,000 and $168,000 for the years ended
December 31, 2013, 2012 and 2011, respectively.
NOTE 4 Cash and Cash Equivalents
Cash and cash equivalent balances at December 31
are summarized as follows:
(in thousands)
2013
2012
Cash and cash equivalents in
domestic accounts . . . . . . . . $192,468 152,373
Cash and cash equivalents in
foreign accounts . . . . . . . . . .
85,762
95,239
Total
. . . . . . . . . . . . . . . . . . . $278,230 247,612
The Company maintains operating accounts outside
the United States denominated in currencies other
than the U.S. dollar. All amounts in domestic
accounts are denominated in U.S. dollars.
As of December 31, 2013 and 2012, the Company
had $5.0 million and $2.5 million, respectively, of
cash and cash equivalents in Money Market accounts
that had an original maturity date of 90 days or less.
47
NOTE 5 Prepaid Expenses and Other Current Assets
Significant components of prepaid expenses and other current assets as of December 31 are summarized as
follows:
(in thousands)
2013
2012
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $42,341 24,615
12,927
Supplies inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,881
41,427 36,710
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $96,695 70,206
NOTE 6 Goodwill
In 2013, the Company allocated $1.0 billion to goodwill due to the acquisition of NetSpend. During 2012, the
Company allocated $162.1 million to goodwill due to the acquisitions of ProPay and CPAY.
The gross amount and accumulated impairment losses of goodwill as of December 31, 2013 and 2012 is as
follows:
(in thousands)
North America
Services
International
Services
Merchant
Services
NetSpend
Consolidated
Gross amount . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . .
$70,796
—
$70,796
34,201
—
34,201
415,973
(2,225)
1,024,434
—
$1,545,404
(2,225)
413,748
1,024,434
$1,543,179
2013
(in thousands)
North America
Services
International
Services
2012
Merchant
Services NetSpend Consolidated
Gross amount . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . .
$70,796
—
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . .
$70,796
33,944
—
33,944
415,829
(2,225)
413,604
—
—
—
$520,569
(2,225)
$518,344
The changes in the carrying amount of goodwill as of December 31, 2013 and 2012 are as follows:
(in thousands)
North America
Services
International
Services
Merchant
Services
NetSpend
Consolidated
Balance as of December 31, 2011 . . . . . . . .
CPAY purchase price allocation . . . . . . . . . .
ProPay purchase price allocation . . . . . . . . .
Currency translation adjustments . . . . . . . .
Balance as of December 31, 2012 . . . . . . . .
NetSpend purchase price allocation . . . .
ProPay purchase price allocation . . . . . . .
Currency translation adjustments . . . . . .
$ 70,796
—
—
—
70,796
—
—
—
33,188
—
—
756
33,944
—
—
257
251,514
68,570
93,520
—
— $
—
—
—
355,498
68,570
93,520
756
413,604
—
— 1,024,434
—
—
144
—
518,344
1,024,434
144
257
Balance as of December 31, 2013 . . . . . .
$70,796
34,201
413,748
1,024,434
$1,543,179
Refer to Note 23 for more information on acquisitions.
NOTE 7 Other Intangible Assets, net
In 2013, TSYS allocated $401.6 million to other intangible assets due to the acquisition of NetSpend. In 2012,
TSYS allocated $76.6 million to other intangible assets due to the acquisitions of ProPay and CPAY. Refer to
Note 23 for more information on acquisitions.
48
Significant components of other intangible assets as
of December 31 are summarized as follows:
The weighted average useful life for each component
of other intangible assets, and in total, as of
December 31, 2013 is as follows:
2013
Gross
Accumulated
Amortization
Net
(in thousands)
Channel
relationships . . . $318,600
(20,261) $298,339
Customer
relationships . . . 167,871
46,561
28,000
Trade name . . . . . .
Database . . . . . . . .
Covenants-not-to-
compete . . . . . . .
(69,114)
(6,527)
(2,800)
98,757
40,034
25,200
14,940
(2,887)
12,053
Trade
association . . . . .
Favorable lease . .
10,000
875
(3,750)
(89)
6,250
786
Total . . . . . . . . . . . . $586,847 (105,428) $481,419
2012
Gross
Accumulated
Amortization
Net
(in thousands)
Customer
relationships . . . . . $167,641
10,000
2,537
Trade association . . .
Trade name . . . . . . . .
Channel
(49,822) $117,819
7,250
1,033
(2,750)
(1,504)
relationships . . . . .
1,600
(266)
1,334
Covenants-not-to-
Weighted
Average
Amortization
Period (Yrs)
Customer relationships . . . . . . . . . . . . .
Trade association . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . .
Channel relationships . . . . . . . . . . . . . .
Database . . . . . . . . . . . . . . . . . . . . . . . .
Favorable Lease . . . . . . . . . . . . . . . . . . .
Covenants-not-to-compete . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.2
10.0
4.9
8.0
5.0
4.9
5.3
7.6
Estimated future amortization expense of other
intangible assets as of December 31, 2013 for the
next five years is:
(in thousands)
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77,218
75,770
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,213
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,822
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,166
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTE 8 Computer Software, net
compete . . . . . . . . .
3,440
(822)
2,618
Total . . . . . . . . . . . . . . $185,218
(55,164) $130,054
Computer software as of December 31 is summarized
as follows:
Amortization related to other intangible assets, which
is recorded in selling, general and administrative
expenses, was $50.0 million, $16.6 million and
$13.2 million for 2013, 2012 and 2011, respectively.
2012
2013
(in thousands)
Licensed computer software . . . . $417,139 461,217
Software development costs . . . . 338,490 303,668
Acquisition technology
intangibles . . . . . . . . . . . . . . . . 168,336 89,371
Total computer software . . . . . . . 923,965 854,256
Less accumulated amortization:
Licensed computer
software . . . . . . . . . . . . . . . . . 224,915 336,521
Software development
costs . . . . . . . . . . . . . . . . . . . . 254,423 232,113
Acquisition technology
intangibles . . . . . . . . . . . . . . .
74,854 58,705
Total accumulated
amortization . . . . . . . . . . . . . . . 554,192 627,339
Computer software, net . . . . . . . . $369,773 226,917
49
The Company allocated approximately $78.7 million
to acquisition technology intangibles during 2013
due to the acquisition of NetSpend. Refer to Note 23
for more information on this acquisition.
NOTE 9 Property and Equipment, net
Property and equipment balances as of December 31
are as follows:
Amortization expense related to licensed computer
software costs was $36.9 million, $37.4 million and
$37.1 million for the years ended December 31,
2013, 2012 and 2011, respectively. Amortization
expense includes amounts for computer software
acquired under capital lease. Amortization of
software development costs was $21.6 million,
$23.3 million and $24.4 million for the years ended
December 31, 2013, 2012 and 2011, respectively.
Amortization expense related to acquisition
technology intangibles was $15.9 million, $9.7 million
and $10.3 million for the years ended December 31,
2013, 2012 and 2011, respectively.
The weighted average useful life for each component
of computer software, and in total, as of December 31,
2013, is as follows:
Weighted
Average
Amortization
Period (Yrs)
Licensed computer software . . . . . . . . .
Software development costs . . . . . . . .
Acquisition technology intangibles . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.7
5.8
6.8
5.9
Estimated future amortization expense of licensed
computer software, software development costs and
acquisition technology intangibles as of
December 31, 2013 for the next five years is:
(in thousands)
2014 . . . . . .
2015 . . . . . .
2016 . . . . . .
2017 . . . . . .
2018 . . . . . .
Licensed
Computer
Software
Software
Development
Costs
Acquisition
Technology
Intangibles
$48,293
38,847
27,964
20,312
12,805
26,396
20,532
15,925
11,198
7,994
19,715
16,670
15,202
13,718
11,243
(in thousands)
Computer and other
2013
2012
equipment
Buildings and
. . . . . . . . . . . . . . $274,987 247,506
improvements . . . . . . . . . . .
242,132 232,141
Furniture and other
equipment
. . . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
131,036 125,100
16,920
2,955
17,021
988
Total property and
equipment
. . . . . . . . . . . . . .
666,164 624,622
Less accumulated
depreciation and
amortization . . . . . . . . . . . . .
Property and equipment,
400,948 364,233
net . . . . . . . . . . . . . . . . . . . . . $265,216 260,389
Depreciation and amortization expense related to
property and equipment was $48.2 million, $46.3
million and $49.3 million for the years ended
December 31, 2013, 2012 and 2011, respectively.
Note 10 Contract Acquisition Costs, net
Significant components of contract acquisition costs
as of December 31 are summarized as follows:
(in thousands)
2013
2012
Conversion costs, net
Payments for processing
. . . . . . . $112,239
85,402
rights, net . . . . . . . . . . . . . . .
72,651
75,865
Total
. . . . . . . . . . . . . . . . . . . $184,890 161,267
Amortization expense related to conversion costs was
$19.6 million, $24.1 million and $18.8 million for the
years ended December 31, 2013, 2012 and 2011,
respectively.
Amortization related to payments for processing
rights, which is recorded as a reduction of revenues,
was $13.1 million, $13.3 million and $15.9 million for
the years ended December 31, 2013, 2012 and 2011,
respectively.
50
The weighted average useful life for each component
of contract acquisition costs, and in total, as of
December 31, 2013 is as follows:
A summary of TSYS’ equity investments as of
December 31 is as follows:
(in thousands)
2013
2012
Weighted
Average
Amortization
Period (Yrs)
CUP Data . . . . . . . . . . . . . . . . . . . $86,549 79,859
7,905
TSYS de México . . . . . . . . . . . . . .
7,584
Total
. . . . . . . . . . . . . . . . . . . . . . . $94,133 87,764
Payments for processing rights . . . . . . .
Conversion costs . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.8
8.3
11.4
Estimated future amortization expense of conversion
costs and payments for processing rights as of
December 31, 2013 for the next five years is:
(in thousands)
Conversion
Costs
Payments for
Processing Rights
2014 . . . . . . . . . . . . .
2015 . . . . . . . . . . . . .
2016 . . . . . . . . . . . . .
2017 . . . . . . . . . . . . .
2018 . . . . . . . . . . . . .
$20,537
28,201
26,036
20,678
18,705
13,925
13,358
10,969
8,917
7,952
NOTE 11 Equity Investments
The Company has an equity investment in TSYS de
México and records its 49% ownership using the
equity method of accounting. The operation prints
statements and provides card-issuing support
services to the equity investment clients and others.
The Company has an equity investment in CUP Data
and records its 44.56% ownership using the equity
method of accounting. CUP Data is sanctioned by the
People’s Bank of China, China’s central bank, and has
become one of the world’s largest and fastest-
growing payments networks. CUP Data currently
provides transaction processing, disaster recovery
and other services for banks and bankcard issuers in
China.
TSYS’ equity investments are recorded initially at cost
and subsequently adjusted for equity in earnings,
cash contributions and distributions, and foreign
currency translation adjustments. TSYS believes the
carrying value approximates the underlying assets of
the equity investments.
TSYS’ equity in income of equity investments (net of
tax) for the years ended December 31, 2013, 2012
and 2011 was $13.0 million, $10.2 million and $8.7
million, respectively.
NOTE 12 Long-term Debt and Capital
Lease Obligations
On February 19, 2013, the Company and its wholly-
owned merger subsidiary entered into an Agreement
and Plan of Merger (as amended on May 29, 2013,
the “Merger Agreement”) with NetSpend, pursuant
to which, upon the terms and subject to the
conditions set forth in the Merger Agreement, the
merger subsidiary merged with and into NetSpend
on July 1, 2013, with NetSpend continuing as the
surviving corporation and as a wholly-owned
subsidiary of TSYS (the “Merger”). Refer to Note 23
for more information about the acquisition.
On April 8, 2013, the Company entered into a Credit
Agreement (the “Credit Agreement”) with JPMorgan
Chase Bank, N.A., as Administrative Agent, The Bank
of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agent,
Regions Bank and U.S. Bank National Association, as
Documentation Agents, and other lenders party
thereto, with J.P. Morgan Securities LLC, The Bank of
Tokyo Mitsubishi UFJ, Ltd., Regions Capital Markets,
and U.S. Bank National Association as joint lead
arrangers and joint bookrunners. The Credit
Agreement provides for a five-year term loan to the
Company in the amount of $200.0 million (the “Term
Loan”) and bears interest at LIBOR plus 1.125%,
which are subject to adjustment based on changes in
the Company’s credit ratings, with margins ranging
from 1.00 to 1.75%. As of December 31, 2013, the
outstanding balance on the Credit Agreement was
$195.0 million.
Concurrently with entering into the Merger
Agreement, TSYS obtained commitments for a
$1.2 billion 364-day bridge term loan facility from
JPMorgan Chase Bank, N.A., J.P. Morgan Securities
LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Thereafter, JPMorgan Chase Bank, N.A. and The
Bank of Tokyo-Mitsubishi UFJ, Ltd. assigned portions
of their commitments to other bridge facility lenders.
The Company paid fees associated with the bridge
term loan of approximately $5.9 million. The total
commitments under the bridge term loan facility
were eliminated in May 2013 after the issuance of the
Notes described below.
51
On May 22, 2013, the Company closed its issuance
(the “Transaction”) of $550.0 million aggregate
principal amount of 2.375% Senior Notes due 2018
and $550.0 million aggregate principal amount of
3.750% Senior Notes due 2023 (collectively, the
“Notes”) pursuant to an Underwriting Agreement
with J.P. Morgan Securities LLC, as representative of
certain underwriters (the “Underwriters”), whereby
the Company agreed to sell and the Underwriters
agreed to purchase the Notes from the Company,
subject to and upon the terms and conditions set
forth in the Underwriting Agreement. The interest on
the Notes are payable semiannually. The Company
paid fees associated with the issuance of these Notes
of approximately $8.9 million and recorded discounts
of approximately $4.3 million that are being
amortized over the life of the Notes. The Company
used the net proceeds of the Transaction to pay a
portion of the $1.4 billion purchase price of the
Company’s acquisition of NetSpend and related fees
and expenses. The Notes were issued pursuant to an
Indenture dated as of May 22, 2013 between the
Company and Wells Fargo Bank, National
Association, as trustee. The Company received a
rating from Moody’s of Baa3 and a rating from
Standard & Poor’s of BBB+ in connection with the
Senior Notes at the time of issuance.
The Notes also contain various affirmative and
negative covenants, including those that create
limitations on the Company’s:
•
creation of liens;
• merging or selling assets unless certain
conditions are met; and
•
entering into sale/leaseback transactions.
The Notes also contain a provision that requires the
Company to repurchase all or any portion of a
holder’s Notes, at the holder’s option, if a Change in
Control Repurchase Event occurs.
Amendment to Existing Credit Agreement
On September 10, 2012, the Company entered into a
credit agreement with JPMorgan Chase Bank, N.A.,
as Administrative Agent, The Bank of Tokyo-
Mitsubishi UFJ, Ltd., Regions Bank and U.S. Bank
National Association, as Syndication Agents, and the
other lenders named therein, with J.P. Morgan
Securities LLC, The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Regions Capital Markets and U.S. Bank National
Association, as joint lead arrangers and joint
bookrunners (the “Existing Credit Agreement”). The
Existing Credit Agreement provides for a
$350 million five-year unsecured revolving credit
facility (which may be increased by up to an
additional $350 million under certain circumstances)
and includes a $50 million subfacility for the issuance
of standby letters of credit and a $50 million
subfacility for swingline loans. The Existing Credit
Agreement also provides for a $150 million five-year
unsecured term loan, which was fully funded on the
closing of the Existing Credit Agreement. As of
December 31, 2013, the outstanding balance on the
Existing Credit Agreement was $138.8 million.
On April 8, 2013, the Company entered into the First
Amendment to the Existing Credit Agreement (the
“Revolver”) in order to conform certain provisions of
the Existing Credit Agreement to the Credit
Agreement for the Term Loan. On July 1, 2013, an
additional $100 million was used as funding in the
NetSpend Merger. As of December 31, 2013, there
was no outstanding balance on the Revolver.
On September 10, 2012 and in connection with
entering into the credit facilities described above, the
Company terminated its existing credit agreement
dated as of December 21, 2007 with Bank of America
N.A., as Administrative Agent, The Royal Bank of
Scotland plc, as Syndication Agent, and the other
lenders named therein. That credit agreement
provided for a $252 million five-year unsecured
revolving credit facility and a $168 million five-year
term loan, both of which were scheduled to mature
on December 21, 2012. No material early termination
penalties were incurred as a result of the termination.
The Credit Agreement for the aforementioned loan
provided for a $168 million unsecured five year term
loan to the Company and a $252 million five year
unsecured revolving credit facility. The principal
balance of loans outstanding under the credit facility
bears interest at a rate of LIBOR plus an applicable
margin of 0.60%. The applicable margin could vary
within a range from 0.27% to 0.725% depending on
changes in the Company’s corporate credit rating.
Interest was paid on the last date of each interest
period; however, if the period exceeded three
months, interest was paid every three months after
the beginning of such interest period. In addition, the
Company paid each lender a fee in respect of the
amount of such lender’s commitment under the
revolving credit facility (regardless of usage), ranging
from 0.08% to 0.15% (currently 0.10%) depending on
the Company’s corporate credit rating.
The Company was not required to make any
scheduled principal payments other than payment of
the entire outstanding balance on December 21,
2012. The Company was able to prepay the revolving
52
credit facility and the term loan in whole or in part at
any time without premium or penalty, subject to
reimbursement of the lenders’ customary breakage
and redeployment costs in the case of prepayment of
LIBOR borrowings. The Credit Agreement included
covenants requiring the Company to maintain certain
minimum financial ratios. The Company did not use
the revolving credit facility in 2012 or 2011.
TSYS acquired additional mainframe and distributed
software licenses to increase capacity as a result of
continued increases in transaction volumes. The
Company entered into a $20.0 million financing
agreement in December 2013 to purchase these
additional software licenses. The balance at
December 31, 2013 was $20.0 million.
TSYS also acquired additional mainframe software
licenses to increase capacity in 2012. The Company
entered into an $8.6 million and an $11.9 million
financing agreement in June and December 2012,
respectively, to purchase these additional software
licenses. The balance at December 31, 2013 was $4.6
million and $8.3 million, respectively.
In December 2010, the Company obtained a
$39.8 million note payable from a third-party vendor
related to financing the purchase of distributed
systems software. The note was no longer
outstanding at December 31, 2013.
On October 30, 2008, the Company’s International
Services segment obtained a credit agreement from
a third-party to borrow up to ¥2.0 billion, or
approximately $21 million, in a Yen-denominated
three-year loan to finance activities in Japan. The rate
is LIBOR plus 80 basis points. The Company initially
made a draw of ¥1.5 billion, or approximately
$15.1 million. In January 2009, the Company made
an additional draw down of ¥250 million, or
approximately $2.8 million. In April 2009, the
Company made an additional draw down of
¥250 million, or approximately $2.5 million. On
December 30, 2011, the Company modified its loan
to extend the maturity date to November 5, 2014. In
December 2013, the Company repaid this loan.
In addition, TSYS maintains an unsecured credit
agreement with Columbus Bank and Trust. The credit
agreement has a maximum available principal
balance of $5.0 million, with interest at prime. TSYS
did not use the credit facility during 2013, 2012 or
2011.
Long-term debt as of December 31 consists of:
(in thousands)
2013
2012
$550,000,000 2.375% Senior
Notes, due June 1, 2018 (5
year tranche), net of
discount
. . . . . . . . . . . . . . . . . . . $ 549,858
$550,000,000 3.75% Senior
Notes, due June 1, 2023 (10
year tranche), net of
discount
. . . . . . . . . . . . . . . . . . .
LIBOR + 1.125%, unsecured term
loan, due April 8, 2018, with
quarterly principal and interest
payments . . . . . . . . . . . . . . . . . .
LIBOR + 1.125%, unsecured term
loan, due September 10, 2017,
with quarterly principal and
interest payments . . . . . . . . . . . .
LIBOR + 0.80%, unsecured term
loan, due November 5, 2014,
with principal paid at
maturity . . . . . . . . . . . . . . . . . . . .
1.50% note payable, due
December 31, 2015, with
monthly interest and principal
payments . . . . . . . . . . . . . . . . . .
1.50% note payable, due
—
—
—
546,027
195,000
138,750 146,250
— 23,236
20,000
—
— 13,452
December 31, 2013, with
monthly interest and principal
payments . . . . . . . . . . . . . . . . . .
1.50% note payable, due January
31, 2016, with monthly interest
and principal payments . . . . . . .
1.50% note payable, due July 31,
2015, with monthly interest and
principal payments . . . . . . . . . . .
7,457
Total debt . . . . . . . . . . . . . . . . . . 1,462,508 202,220
34,257 27,361
Less current portion . . . . . . . . . .
8,269 11,825
4,604
Noncurrent portion of long-
term debt
. . . . . . . . . . . . . . . . $1,428,251 174,859
Required annual principal payments on long-term
debt for the five years subsequent to December 31,
2013 are summarized as follows:
(in thousands)
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,257
37,030
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,336
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,000
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
690,000
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations as of December 31 consist
of:
(in thousands)
2013
2012
Capital lease obligations . . . . . . . $30,532 30,418
23,032 13,263
Less current portion . . . . . . . . . . .
Noncurrent portion of capital
leases . . . . . . . . . . . . . . . . . . . . . $ 7,500 17,155
53
The future minimum lease payments under capital
leases as of December 31, 2013 are summarized as
follows:
(in thousands)
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,424
3,607
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,397
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,461
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
247
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum lease payments . . . . . . . . . .
. . . . . . .
Less amount representing interest
31,136
604
NOTE 14 Income Taxes
The provision for income taxes includes income taxes
currently payable and those deferred because of
temporary differences between the financial
statement carrying amounts and tax bases of assets
and liabilities.
The components of income tax expense included in
the Consolidated Statements of Income were as
follows:
Years Ended December 31,
2013
2012
2011
Principal minimum lease payments . . . . . . . $30,532
(in thousands)
Current income tax expense:
Federal . . . . . . . . . . . . . . . . . $ 69,838
2,949
State . . . . . . . . . . . . . . . . . . .
12,637
Foreign . . . . . . . . . . . . . . . . .
98,153
2,572
14,092
83,518
4,666
12,922
Total current income tax
expense . . . . . . . . . . . . . . . .
85,424 114,817 101,106
Deferred income tax expense
(benefit): . . . . . . . . . . . . . . . .
Federal . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . .
Total deferred income tax
27,447
(55)
(447)
1,395
411
(1,521)
3,126
61
(1,696)
expense . . . . . . . . . . . . . . . .
26,945
285
1,491
Total income tax expense . . . $112,369 115,102 102,597
(in thousands)
Components of income
Years Ended December 31,
2013
2012
2011
before income tax expense:
Domestic . . . . . . . . . . . . . . . $327,801 320,581 279,416
37,135
Foreign . . . . . . . . . . . . . . . . .
28,118
34,273
Total income before income
tax expense . . . . . . . . . . . . . $355,919 354,854 316,551
NOTE 13 Other Current Liabilities
Significant components of other current liabilities as
of December 31 are summarized as follows:
(in thousands)
2013
Deferred revenues . . . . . . . . . . $ 36,850
Dissenting shareholder
2012
29,101
liability* . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . .
Dividends payable . . . . . . . . . .
Accrued income taxes . . . . . . .
Pass through expenses . . . . . .
Commissions . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
—
30,963
729
10,936
8,532
—
20,021
. . . . . . . . . . . . . . . . . . . $164,688 100,282
25,723
24,236
19,508
6,410
8,379
6,546
37,036
Total
* Refer to Note 23 on acquisitions for additional
information.
54
Income tax expense differed from the amounts
computed by applying the statutory U.S. federal
income tax rate of 35% to income before income
taxes, noncontrolling interest and equity in income of
equity investments as a result of the following:
(in thousands)
Computed “expected”
Years Ended December 31,
2013
2012
2011
income tax expense . . . . . . $124,572 124,199 110,793
Increase (decrease) in income
tax expense resulting from:
International tax rate
differential
. . . . . . . . . . . .
State income tax expense,
net of federal income tax
effect . . . . . . . . . . . . . . . . .
Increase in valuation
allowance . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . .
Deduction for domestic
production activities . . . .
Permanent differences and
other, net . . . . . . . . . . . . .
3,228
2,781
1,831
3,495
2,143
3,164
549
(6,148)
193
(3,762)
3,773
(9,044)
(8,225)
(5,727)
(5,524)
(5,102)
(4,725)
(2,396)
Total income tax expense . . . $112,369 115,102 102,597
Temporary differences between the financial
statement carrying amounts and tax bases of assets
and liabilities that give rise to significant portions of
the net deferred tax liability as of December 31, 2013
and 2012 relate to the following:
(in thousands)
2013
2012
Deferred income tax assets:
Net operating loss and income tax
credit carryforwards . . . . . . . . . . . . . $ 30,872 24,405
Allowances for doubtful accounts and
billing adjustments . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax assets . . . . . .
Less valuation allowance for deferred
income tax assets . . . . . . . . . . . . . . .
728
644
20,111 18,645
45,705 41,348
97,416 85,042
(19,949) (19,400)
Net deferred income tax assets . . . . . . .
77,467 65,642
Deferred income tax liabilities:
Excess tax over financial statement
depreciation . . . . . . . . . . . . . . . . . . .
(45,709) (36,682)
Computer software development
costs . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting adjustments . . .
Foreign currency translation . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . .
(55,074) (39,637)
(4,514)
(8,574)
(9,150)
(168,689)
(10,291)
(5,821)
Total deferred income tax
liabilities . . . . . . . . . . . . . . . . . . . . . .
(285,584) (98,557)
Net deferred income tax liabilities . . . $(208,117) (32,915)
Total net deferred tax assets (liabilities):
Current . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,770
Noncurrent . . . . . . . . . . . . . . . . . . . . . .
9,825
(222,887) (42,740)
Net deferred income tax liability . . . . . . $(208,117) (32,915)
As of December 31, 2013, TSYS had recognized
deferred tax assets from net operating losses, capital
losses and federal and state income tax credit
carryforwards of $18.2 million, $1.9 million and
$10.8 million, respectively. As of December 31, 2012,
TSYS had recognized deferred tax assets from net
operating losses, capital losses and federal and state
income tax credit carry forwards of $13.4 million,
$1.9 million and $9.1 million, respectively. Some of
the net operating losses and some of the tax credits
began expiring in 2012.
In assessing the realizability of deferred income tax
assets, management considers whether it is more
likely than not that some portion or all of the deferred
income tax assets will not be realized. The ultimate
realization of deferred income tax assets is
dependent upon the generation of future taxable
income during the periods in which those temporary
differences become deductible. Management
considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax
planning strategies in making this assessment.
Management believes it is more likely than not that
TSYS will realize the benefits of these deductible
differences, net of existing valuation allowances. The
valuation allowance for deferred tax assets was
$19.9 million and $19.4 million as of December 31,
2013 and 2012, respectively. The increase in the
valuation allowance for deferred income tax assets
was $0.5 million for 2013. The increase in the
valuation allowance for deferred income tax assets
was $0.2 million for 2012. The increase relates to
foreign losses and state tax credits which, more likely
than not, will not be realized in later years.
TSYS has adopted the permanent reinvestment
exception under ASC 740, “Income Taxes,” with
respect to future earnings of certain foreign
subsidiaries. As a result, TSYS considers foreign
earnings related to these foreign operations to be
permanently reinvested. No provision for U.S. federal
and state incomes taxes has been made in the
consolidated financial statements for those non-
U.S. subsidiaries whose earnings are considered to
be reinvested. The amount of undistributed earnings
considered to be “reinvested” which may be subject
to tax upon distribution was approximately
$79.0 million as of December 31, 2013. Although
TSYS does not intend to repatriate these earnings, a
distribution of these non-U.S. earnings in the form of
dividends, or otherwise, would subject the Company
to both U.S. federal and state income taxes, as
adjusted for non-U.S. tax credits, and withholding
taxes payable to the various non-U.S. countries.
Determination of the amount of any unrecognized
55
deferred income tax liability on these undistributed
earnings is not practicable.
TSYS is the parent of an affiliated group that files a
consolidated U.S. federal income tax return and most
state and foreign income tax returns on a separate
entity basis. In the normal course of business, the
Company is subject to examinations by these taxing
authorities unless statutory examination periods
lapse. TSYS is no longer subject to U.S. federal
income tax examinations for years before 2009 and
with few exceptions, the Company is no longer
subject to income tax examinations from state and
local or foreign tax authorities for years before 2005.
There are currently federal income tax examinations
in progress for the years 2009 and 2010 for a
subsidiary which was acquired this year. Additionally,
a number of tax examinations are in progress by the
relevant state tax authorities. Although TSYS is
unable to determine the ultimate outcome of these
examinations, TSYS believes that its recorded liability
for uncertain tax positions relating to these
jurisdictions for such years is adequate.
TSYS adopted the provisions of ASC 740 on
January 1, 2007 which prescribes a recognition
threshold and measurement attribute for the financial
statement recognition, measurement and disclosure
of a tax position taken or expected to be taken in a
tax return. During the year ended December 31,
2013, TSYS decreased its liability for prior year
uncertain income tax positions as a discrete item by a
net amount of approximately $6.3 million (net of the
federal tax effect). This decrease resulted from refunds
received and TSYS reassessing its tax positions. The
Company is not able to reasonably estimate the
amount by which the liability will increase or decrease
over time; however, at this time, the Company does
not expect any significant changes related to these
obligations within the next twelve months.
A reconciliation of the beginning and ending amount
of unrecognized tax liabilities is as follows 1:
(in millions)
Beginning balance . . . . . . . . . . . . . . . . . . . .
Current activity:
Additions based on tax positions related
to current year . . . . . . . . . . . . . . . . . . . .
Additions for tax positions of prior
years . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior
years . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . .
Net, current activity . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31,
2013
$ 9.0
0.7
1.5
(6.0)
(2.5)
(6.3)
$ 2.7
1
Unrecognized state tax liabilities are not adjusted for
the federal tax impact.
TSYS recognizes potential interest and penalties
related to the underpayment of income taxes as
income tax expense in the Consolidated Statements
of Income. Gross accrued interest and penalties on
unrecognized tax benefits totaled $0.3 million and
$0.9 million as of December 31, 2013 and
December 31, 2012, respectively. The total amounts
of unrecognized income tax benefits as of
December 31, 2013 and December 31, 2012 that, if
recognized, would affect the effective tax rates are
$2.8 million and $8.8 million (net of the federal
benefit on state tax issues), respectively, which
includes interest and penalties of $0.2 million and
$0.7 million, respectively.
NOTE 15 Commitments and Contingencies
LEASE COMMITMENTS: TSYS is obligated under
noncancelable operating leases for computer
equipment and facilities.
The future minimum lease payments under
noncancelable operating leases with remaining terms
greater than one year for the next five years and
thereafter and in the aggregate as of December 31,
2013, are as follows:
(in thousands)
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $123,807
121,904
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111,455
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43,517
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,210
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42,208
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . .
Total future minimum lease payments . . . $466,101
The majority of computer equipment lease
commitments come with a renewal option or an
option to terminate the lease. These lease
commitments may be replaced with new leases which
allow the Company to continually update its
computer equipment. Total rental expense under all
operating leases in 2013, 2012 and 2011 was
$95.7 million, $99.0 million and $97.5 million,
respectively.
CONTRACTUAL COMMITMENTS:
In the normal
course of its business, the Company maintains long-
term processing contracts with its clients. These
processing contracts contain commitments,
including, but not limited to, minimum standards and
time frames against which the Company’s
performance is measured. In the event the Company
does not meet its contractual commitments with its
clients, the Company may incur penalties and certain
clients may have the right to terminate their contracts
56
with the Company. The Company does not believe
that it will fail to meet its contractual commitments to
an extent that will result in a material adverse effect
on its financial position, results of operations or cash
flows.
CONTINGENCIES:
Legal Proceedings — General
The Company is subject to various legal proceedings
and claims and is also subject to information requests,
inquiries and investigations arising out of the ordinary
conduct of its business. The Company establishes
reserves for litigation and similar matters when those
matters present loss contingencies that TSYS
determines to be both probable and reasonably
estimable in accordance with ASC 450,
“Contingencies.” In the opinion of management,
based on current knowledge and in part upon the
advice of legal counsel, all matters not specifically
discussed below are believed to be adequately
covered by insurance, or, if not covered, the
possibility of losses from such matters are believed to
be remote or such matters are of such kind or involve
such amounts that would not have a material adverse
effect on the financial position, results of operations or
cash flows of the Company if disposed of unfavorably.
Settlement of Certain Litigation
As previously disclosed, a putative class action
entitled Koehler v. NetSpend Holdings, Inc. et. al.
(the “Koehler action”) was filed in the Court of
Chancery of the State of Delaware on March 1, 2013
and a putative class action entitled Bushansky v.
NetSpend Holdings, Inc. et al. (together with the
Koehler action, the “Actions”) was filed in the District
Court of Travis County, Texas on February 25, 2013,
each in connection with TSYS’ proposed merger with
NetSpend pursuant to the Merger Agreement. On
May 21, 2013, the Delaware Chancery Court issued a
memorandum opinion in the Koehler action denying
the plaintiff’s motion for a preliminary injunction,
which sought to enjoin a shareholder vote on the
proposed merger.
While TSYS and the other defendants believed that
each of the Actions was without merit, in an effort to
minimize the cost and expense of any litigation
relating to such Actions, on May 29, 2013, the
defendants reached an agreement in principle with
the plaintiffs regarding settlement of the Actions. In
connection with the settlement contemplated by that
agreement in principle, and, later, a Settlement
Agreement, dated as of September 20, 2013 (the
“Settlement Agreement”), the Actions and all claims
asserted therein would be dismissed. In addition,
pursuant to the terms of the Settlement Agreement,
TSYS and/or NetSpend, where applicable, agreed
(a) to make certain amendments to the Merger
Agreement; (b) that, consistent with the terms of the
Merger Agreement, prior to the receipt of approval
of the NetSpend stockholders, NetSpend could
furnish information to, and engage in discussions and
negotiations with, third parties who make unsolicited
bona fide acquisition proposals if certain conditions
were met; (c) that the special meeting of NetSpend
stockholders that was scheduled to be held on
May 31, 2013 would be adjourned to June 18, 2013;
(d) that NetSpend would not take certain positions
with respect to any appraisal proceeding perfected
under Delaware law; (e) that certain information
would be provided to counsel for the plaintiffs in the
Actions in connection with any perfected appraisal
proceeding; and (f) without admitting that any of the
claims in the Actions have merit or that any
supplemental disclosure was required under any
applicable statute, rule, regulation or law, that they
would acknowledge that the filing and prosecution of
the Actions were the cause, in whole or in part, of
certain supplemental disclosures made in connection
with the proposed merger.
The Settlement Agreement was submitted to the
Court of Chancery on October 4, 2013, and on
December 18, 2013, after considering the terms of
the settlement, the Delaware Chancery Court entered
an order approving the proposed settlement and
dismissing the Actions with prejudice. Under the
terms of the Settlement Agreement, the settlement
became final upon the expiration of the time for any
appeal of the court’s December 18, 2013 order, or
thirty days following December 18, 2013.
GUARANTEES AND INDEMNIFICATIONS: The
Company has entered into processing and licensing
agreements with its clients that include intellectual
property indemnification clauses. Under these
clauses, the Company generally agrees to indemnify
its clients, subject to certain exceptions, against legal
claims that TSYS’ services or systems infringe on
certain third party patents, copyrights or other
proprietary rights. In the event of such a claim, the
Company is generally obligated to hold the client
harmless and pay for related losses, liabilities, costs
and expenses, including, without limitation, court
costs and reasonable attorney’s fees. The Company
has not made any indemnification payments pursuant
to these indemnification clauses.
57
A portion of the Company’s business is conducted
through distributors that provide load and reload
services to cardholders at their locations. Members of
the Company’s distribution and reload network
collect cardholder funds and remit them by electronic
transfer to the Issuing Banks for deposit in the
cardholder accounts. The Company’s Issuing Banks
typically receive cardholders’ funds no earlier than
three business days after they are collected by the
distributor. If any distributor fails to remit
cardholders’ funds to the Company’s Issuing Banks,
the Company typically reimburses the Issuing Banks
for the shortfall created thereby. The Company
manages the risk associated with this process through
a formalized set of credit standards, volume limits
and deposit requirements for certain distributors and
by typically maintaining the right to offset any
settlement shortfall against the commissions payable
to the relevant distributor. To date, the Company has
not experienced any significant losses associated with
settlement failures and the Company had not
recorded a settlement guarantee liability as of
December 31, 2013. As of December 31, 2013, the
Company’s estimated gross settlement exposure was
$8.8 million.
GPR cardholders can incur charges in excess of the
funds available in their accounts and are liable for the
resulting overdrawn account balance. Although the
Company generally declines authorization attempts
for amounts that exceed the available balance in a
cardholder’s account, the application of the
Networks’ rules and regulations, the timing of the
settlement of transactions and the assessment of
subscription, maintenance or other fees can, among
other things, result in overdrawn card accounts. The
Company also provides, as a courtesy and in its
discretion, certain cardholders with a “cushion” that
allows them to overdraw their card accounts by up to
$10. In addition, eligible cardholders may enroll in
the Issuing Banks’ overdraft protection programs and
fund transactions that exceed the available balance in
their accounts. The Company generally provides the
funds used as part of these overdraft programs
(MetaBank will advance the first $1.0 million on
behalf of its cardholders) and is responsible to the
Issuing Banks for any losses associated with any
overdrawn account balances. As of December 31,
2013, cardholders’ overdrawn account balances
totaled $13.8 million. As of December 31, 2013, the
Company’s reserves for the losses it estimates will
arise from processing customer transactions, debit
card overdrafts, chargebacks for unauthorized card
use and merchant-related chargebacks due to non-
delivery of goods or services was $5.8 million.
The Company has not recorded a liability for
guarantees or indemnities in the accompanying
consolidated balance sheet since the maximum
amount of potential future payments under such
guarantees and indemnities is not determinable.
PRIVATE EQUITY INVESTMENTS: On May 31,
2011, the Company entered into a limited
partnership agreement in connection with its
agreement to invest in an Atlanta, Georgia-based
venture capital fund focused exclusively on investing
in technology-enabled financial services companies.
Pursuant to the limited partnership agreement, the
Company has committed to invest up to $20 million
in the fund so long as its ownership interest in the
fund does not exceed 50%. As of December 31,
2013, the Company had made investments in the
fund of $6.0 million and recognized a cumulative gain
of $1.8 million due to an increase in fair value.
NOTE 16 Employee Benefit Plans
The Company provides benefits to its employees by
offering employees participation in certain defined
contribution plans. The employee benefit plans
through which TSYS provided benefits to its
employees during 2013 are described as follows:
TSYS RETIREMENT SAVINGS PLAN: TSYS
maintains a single plan, the Retirement Savings Plan,
which is designed to reward all team members of
TSYS U.S.-based companies with a uniform employer
contribution. The terms of the plan provide for the
Company to match 100% of the employee
contribution up to 4% of eligible compensation. The
Company can make discretionary contributions up to
another 4% based upon business conditions. The
Company’s contributions to the plan charged to
expense for the years ended December 31 are as
follows:
(in thousands)
TSYS Retirement
2013
2012
2011
Savings Plan . . . . . . . $14,506 13,421 15,951
STOCK PURCHASE PLAN: The Company
maintains a stock purchase plan for employees and
previously maintained a stock purchase plan for
directors. The Company contributes 15% of
employee contributions and contributed 15% of
director voluntary contributions. The funds are used
to purchase presently issued and outstanding shares
of TSYS common stock on the open market at fair
market value for the benefit of participants. The
Director Stock Purchase Plan was terminated on
58
November 30, 2011. The Company’s contributions to
these plans charged to expense for the years ended
December 31 are as follows:
(in thousands)
2013
2012
2011
TSYS Stock Purchase
Plan . . . . . . . . . . . . . . . . . . $1,236 1,140 1,177
POSTRETIREMENT MEDICAL BENEFITS
PLAN: TSYS provides certain medical benefits to
qualified retirees through a postretirement medical
benefits plan, which is immaterial to the Company’s
consolidated financial statements. The measurement
of the benefit expense and accrual of benefit costs
associated with the plan do not reflect the effects of
the 2003 Medicare Act. Additionally, the benefit
expense and accrued benefit cost associated with the
plan, as well as any potential impact of the effects of
the 2003 Medicare Act, are not significant to the
Company’s consolidated financial statements.
NOTE 17 Equity
DIVIDENDS: Dividends on common stock of $56.5 million were paid in 2013, compared to $94.0 million and
$53.9 million in 2012 and 2011, respectively. The decrease in dividends paid in 2013 compared to 2012 is due to
the acceleration of payment of the fourth quarter 2012 dividend. The fourth quarter 2012 dividend payment was
paid in December, rather than January, to allow shareholders to benefit from the lower dividend tax rate that was
set to expire on December 31, 2012.
EQUITY COMPENSATION PLANS: The following table summarizes TSYS’ equity compensation plans by
category as of December 31, 2013:
(in thousands, except per share data)
Plan Category
Equity compensation plans
approved by security
holders . . . . . . . . . . . . . . . . . . . .
Equity compensation plans not
approved by security
holders . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . .
(a)
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
5,752
—
5,752
$20.96
11,5441
—
$20.96
—
11,544
1
Includes 11,543,910 shares available for future grants under the Total System Services, Inc. 2007 Omnibus Plan and 2012
Omnibus Plan, which could be in the form of options, nonvested awards and performance shares.
59
CHANGES IN TSYS’ OWNERSHIP INTEREST IN
SUBSIDIARIES: TSYS’ subsidiary GP Net
repurchased 400 common shares on December 29,
2011 from its noncontrolling interest. As a result of
the transaction, TSYS’ ownership increased to 54.08%
from 53.00%. The following table presents the effect
on TSYS’ shareholders’ equity from GP Net’s
acquisition of treasury shares:
(in thousands)
Year Ended
December 31, 2011
Increase in OCI . . . . . . . . . . . . . . .
Increase in additional paid in
capital
. . . . . . . . . . . . . . . . . . . .
$ 28
77
Effect from change in
noncontrolling interests . . . . . .
$105
NOTE 18 Share-Based Compensation
General Description of Share-Based
Compensation Plans
TSYS has various long-term incentive plans under
which the Compensation Committee of the Board of
Directors has the authority to grant share-based
compensation to TSYS employees.
Employee stock options granted during or after 2006
(other than performance-based stock options)
generally become exercisable in three equal annual
installments on the anniversaries of the date of grant
and expire ten years from the date of grant. Vesting
for stock options granted during the years 2006
through 2009 (other than performance-based stock
options) accelerate upon retirement for employees
who have reached age 62 and who also have no less
than fifteen years of service, or are 65, at the date of
their election to retire. For stock options granted
during the years 2006 through 2009, share-based
compensation expense is fully recognized for plan
participants upon meeting the retirement eligibility
requirements of age and service. Employees not
retirement eligible who terminate employment only
received the shares for the full vesting periods
completed.
Stock options granted during 2010 and 2011
generally become exercisable in three equal annual
installments on the anniversaries of the date of grant
and expire ten years from the date of grant. These
options vest on a pro-rata basis upon retirement
based upon the number of months employed during
the year of retirement. For stock options granted
during 2010 and 2011, share-based compensation
expense is fully recognized for plan participants upon
meeting the retirement eligibility requirements of age
and service. Employees not retirement eligible who
terminate employment only received the shares for
the full vesting periods completed.
Stock options granted subsequent to 2011 generally
become exercisable in three equal annual
installments on the anniversaries of the date of grant
and expire ten years from the date of grant. For
employees who retire during the first 18 months of
the options term, the options vest on a pro-rata basis
based upon the number of months employed during
the year of retirement. If the employee retires after
the 18-month period, vesting is accelerated upon
retirement. When an employee meets the
requirements for retirement eligibility after the 18-
month period but before the final vesting period, the
employee is fully vested in the options at that time.
Employees not retirement eligible who terminate
employment only received the shares for the full
vesting periods completed.
Stock options granted prior to 2006 generally
become exercisable at the end of a two to three-year
period and expire ten years from the date of grant.
Vesting for stock options granted prior to 2006
accelerates upon retirement for plan participants who
have reached age 50 and who also have no less than
fifteen years of service at the date of their election to
retire. Following adoption of ASC 718, share-based
compensation expense is recognized in income over
the remaining nominal vesting period with
consideration for retirement eligibility.
Long-Term Incentive Plans
TSYS maintains the Total System Services, Inc. 2012
Omnibus Plan, Total System Services, Inc. 2007
Omnibus Plan, Total System Services, Inc. 2002 Long-
Term Incentive Plan, Total System Services, Inc. 2000
Long-Term Incentive Plan and the Amended and
Restated NetSpend Holdings, Inc. 2004 Equity
Incentive Plan for Options and Restricted Shares
Assumed by Total System Services, Inc. to advance
the interests of TSYS and its shareholders through
awards that give employees and directors a personal
stake in TSYS’ growth, development and financial
success. Awards under these plans are designed to
motivate employees and directors to devote their
best efforts to the business of TSYS. Awards will also
help TSYS attract and retain the services of
employees and directors who are in a position to
make significant contributions to TSYS’ success.
The plans are administered by the Compensation
Committee of the Company’s Board of Directors and
enable the Company to grant nonqualified and
incentive stock options, stock appreciation rights,
restricted stock and restricted stock units,
performance units or performance shares, cash-based
awards, and other stock-based awards.
60
All stock options must have a maximum life of no
more than ten years from the date of grant. The
exercise price will not be less than 100% of the fair
market value of TSYS’ common stock at the time of
grant. Any shares related to awards which terminate
by expiration, forfeiture, cancellation, or otherwise
without the issuance of such shares, are settled in
cash in lieu of shares, or are exchanged with the
Committee’s permission, prior to the issuance of
shares, for awards not involving shares, shall be
available again for grant under the various plans. The
aggregate number of shares of TSYS stock which may
be granted to participants pursuant to awards
granted under the various plans may not exceed the
following: Total System Services, Inc. 2012 Omnibus
Plan –17 million shares; Total System Services, Inc.
2007 Omnibus Plan –5 million shares; Total System
Services, Inc. 2002 Long-Term Incentive Plan
–9.4 million shares; and Total System Services, Inc.
2000 Long-Term Incentive Plan –2.4 million shares.
Effective February 1, 2010 and March 5, 2012, no
additional awards may be made from the Total
System Services, Inc. 2000 and 2002 Long-Term
Incentive Plans, respectively.
Share-Based Compensation
TSYS’ share-based compensation costs are included
as expenses and classified as cost of services and
selling, general and administrative. TSYS does not
include amounts associated with share-based
compensation as costs capitalized as software
development and contract acquisition costs as these
awards are typically granted to individuals not
involved in capitalizable activities. For the year ended
December 31, 2013, share-based compensation was
$28.9 million compared to $18.6 million and $16.5
million for the same periods in 2012 and 2011,
respectively.
Nonvested Awards: The Company granted shares
of TSYS common stock to certain key employees and
non-management members of its Board of Directors.
The grants to certain key employees were issued
under nonvested stock bonus awards for services to
be provided in the future by such officers and
employees. The grants to the Board of Directors were
fully vested on the date of grant. The following table
summarizes the number of shares granted each year:
2013
2012
2011
Number of shares . . . 1,667,246 310,690 206,040
Market value (in
millions)
. . . . . . . . . $
41.3
6.7
3.6
On July 1, 2013, the Company issued 870,361 shares
of TSYS common stock as nonvested stock
replacement awards with a market value of $21.5
million as part of the NetSpend acquisition. The
nonvested stock bonus awards to employees of
NetSpend are for services to be provided in the
future and vest over varying periods. The NetSpend
awards were converted into equivalent shares of
Company’s common stock on the acquisition date.
The value of the stock at the date of issuance is
charged as compensation expense over the vesting
periods of the awards.
On July 18, 2013, the Company issued 212,694
retention shares of TSYS common stock with a market
value of $5.5 million to certain key employees of
NetSpend. The nonvested stock bonus awards to
certain key employees are for services to be provided
in the future and vest over periods ranging from two
to four years. The market value of the TSYS common
stock at the date of issuance is charged as
compensation expense over the vesting periods of
the awards.
61
A summary of the status of TSYS’ nonvested shares as of December 31, 2013, 2012 and 2011 and the changes
during the periods are presented below:
Nonvested shares
(in thousands, except per share data)
2013
Weighted
Average
Grant-Date
Fair Value
Shares
554
Outstanding at beginning of year
Granted 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,667
(328)
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(110)
Forfeited/canceled . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Outstanding at end of year . . . . . . . . . . . . . . . . . . . 1,783
$19.96
24.75
19.95
23.82
$24.19
2012
2011
Weighted
Average
Grant-Date
Fair Value
$16.80
21.47
15.91
19.85
$19.96
Shares
821
206
(376)
(33)
618
Weighted
Average
Grant-Date
Fair Value
$16.91
17.67
17.60
15.71
$16.80
Shares
618
311
(366)
(9)
554
1
Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend.
These awards had a market value of $21.5 million. A portion of the expense associated with these options has been
included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 23.
As of December 31, 2013, there was approximately
$30.8 million of total unrecognized compensation
cost related to nonvested share-based compensation
arrangements. That cost is expected to be
recognized over a remaining weighted average
period of 2.2 years.
On July 18, 2013, TSYS issued 225,000 shares of
TSYS common stock as a performance-based
retention stock award to a certain key executive with
a performance-based vesting schedule. The
performance-based stock award has a 2013-2015
performance period for which the Compensation
Committee of the Board of Directors established two
performance goals: revenues of the NetSpend
segment and operating income of the NetSpend
segment and, if such goals are attained in 2015, the
performance-based award will vest, up to a maximum
of 100% of the total grant. Compensation expense
for the award is measured on the grant date based
on the quoted market price of TSYS common stock.
The Company estimates the probability of achieving
the goals through the performance period and
expenses the award on a straight-line basis.
Compensation costs related to the performance-
based stock award are expected to be recognized
until the end of 2015.
On July 1, 2013, the Company issued 87,356 shares
of TSYS common stock as a performance-based
replacement stock award as part of the NetSpend
acquisition. The performance-based stock award has
a 2013-2015 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: revenues of the
NetSpend segment and operating income of the
NetSpend segment and, if such goals are attained in
2015, the performance award will vest, up to a
maximum of 100% of the total grant. The Company
estimates the probability of achieving the goals
through the performance period and expenses the
award on a straight-line basis. Compensation costs
related to the performance-based stock award are
expected to be recognized until the end of 2015.
In April 2013, TSYS authorized a total grant of
237,679 performance shares to certain key executives
with a performance-based vesting schedule (2013
performance shares). These 2013 performance shares
have a 2013-2015 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: compound
growth in revenues before reimbursable items and
income from continuing operations and, if such goals
are attained in 2015, the performance shares will
vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on
the grant date based on the quoted market price of
TSYS common stock. The Company estimates the
probability of achieving the goals through the
performance period and expenses the award on a
straight-line basis. Compensation costs related to
these performance shares are expected to be
recognized until the end of 2015.
In March 2012, TSYS authorized a total grant of
241,095 performance shares to certain key executives
with a performance based vesting schedule (2012
performance shares). These 2012 performance shares
have a 2012-2014 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: compound
growth in revenues before reimbursable items and
income from continuing operations and, if such goals
are attained in 2014, the performance shares will
62
vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on
the grant date based on the quoted market price of
TSYS common stock. The Company estimates the
probability of achieving the goals through the
performance period and will expense the award on a
straight-line basis. Compensation costs related to
these performance shares are expected to be
recognized until the end of 2014.
In March 2011, TSYS authorized a total grant of
263,292 performance shares to certain key executives
with a performance based vesting schedule (2011
performance shares). These 2011 performance shares
have a 2011-2013 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: compound
growth in revenues before reimbursable items and
income from continuing operations and, if such goals
are attained in 2013, the performance shares will
vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on
the grant date based on the quoted market price of
TSYS common stock. On January 22, 2014, when the
Committee certified performance, the performance
shares vested at approximately 153% of the total
grant.
As of December 31, 2013, there was approximately
$13.9 million of total unrecognized compensation
cost related to the 2012 and 2013 performance
shares compensation arrangement. That cost is
expected to be recognized until the end of 2015.
A summary of the awards authorized in each year is
below:
Total Number of
Shares Awarded
2013 . . . . . . . . .
2012 . . . . . . . . .
2011 . . . . . . . . .
563,803
241,095
263,292
Potential Number
of Performance-
Based Shares to be
Vested
563,803 (2016)
(2015)
458,082
(2014)
403,521
A summary of the status of TSYS’ performance-based nonvested shares as of December 31, 2013, 2012 and 2011
and changes during those periods are presented below:
Performance-based
Nonvested shares
(in thousands, except per share data)
Outstanding at beginning of year . . . . . . . . . . . . .
Granted 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/canceled . . . . . . . . . . . . . . . . . . . . . . . . .
2013
Weighted
Average
Grant Date
Fair Value
$18.76
24.88
15.93
—
Shares
809
564
(324)
—
Outstanding at end of year
. . . . . . . . . . . . . . . . . . 1,049
$22.75
2012
2011
Weighted
Average
Grant Date
Fair Value
$16.68
22.91
18.08
16.57
$18.76
Weighted
Average
Grant Date
Fair Value
$15.65
17.63
15.61
—
$16.68
Shares
316
300
(36)
—
580
Shares
580
278
(37)
(12)
809
1 Includes the issuance of approximately 87,356 stock replacement awards in connection with the acquisition of NetSpend.
These awards had a market value of $2.2 million. A portion of the expense associated with these awards has been included
as a component of the total purchase price of the NetSpend acquisition. Refer to Note 23.
Stock Option Awards
On July 1, 2013, the Company issued 1,060,148 stock option replacement awards with a market value of $13.7
million as part of the NetSpend acquisition. The weighted average fair value of the options was $12.93 and was
calculated on the date of grant using a conversion factor into equivalent shares of the Company’s common stock
on the acquisition date. The grants vest over a period ranging from seven months to 45 months. The weighted
average fair value of the option grants was estimated on the date of grant using the Black-Scholes-Merton
option-pricing model with the following weighted average assumptions: exercise price of $11.68; risk-free
interest rate of 1.31%; expected volatility of 29.22%; expected term of 4.7 years; and dividend yield of 1.63%.
During 2013, 2012 and 2011, the Company granted stock options to key TSYS executive officers and non-
management members of its Board of Directors. The grants to key TSYS executive officers were issued for
services to be provided in the future and vest over a period of three years. The grants to the Board of Directors
were fully vested on the date of grant. The average fair value of the options granted was estimated on the date
of grant using the Black-Scholes-Merton option-pricing model.
63
The following table summarizes the weighted average assumptions, and the weighted average fair value of the
options:
Number of options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average exercise price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2013
2012
2011
1,939,796
716,508
818,090
17.42 $ 22.95 $ 17.61
1.31%
26.81%
6.0
1.64%
9.48 $
1.69%
24.11%
7.9
1.75%
5.27 $
2.96%
29.98%
8.5
1.59%
5.78
A summary of TSYS’ stock option activity as of December 31, 2013, 2012 and 2011, and changes during the years
ended on those dates is presented below:
(in thousands,
except per share data)
Options:
2013
Weighted
Average
2012
Weighted
Average
Options
Exercise Price Options
Exercise Price Options
2011
Weighted
Average
Exercise Price
. .
Outstanding at beginning of year
Granted 1 . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . .
Forfeited/canceled . . . . . . . . . . . . . .
Outstanding at end of year . . . . . . . .
Options exercisable at year-end . . . .
6,065
1,940
(2,177)
(76)
5,752
3,232
$21.27
17.42
18.75
16.78
$20.96
$23.02
6,082
818
(619)
(216)
6,065
$20.61
22.95
16.15
23.73
$21.27
3,235
$24.12
8,810
717
(597)
(2,848)
6,082
3,122
$23.40
17.61
13.51
29.96
$20.61
$25.00
Weighted average fair value of
options granted during the
year . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9.48
$ 5.27
$ 5.78
1
Includes the issuance of approximately 1.1 million stock option replacement awards in connection with the acquisition of
NetSpend. These awards had a market value of $13.7 million. A portion of the expense associated with these awards has
been included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 23.
As of December 31, 2013, the average remaining contractual life and intrinsic value of TSYS’ outstanding and
exercisable stock options were as follows:
Average remaining contractual life (in years)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.5
4.5
Aggregate intrinsic value (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$70,851
$33,143
Outstanding Exercisable
Shares Issued for Options Exercised
During 2013, 2012 and 2011, employees of the Company exercised options for shares of TSYS common stock
that were issued from treasury. The table below summarizes these stock option exercises by year:
(in thousands)
Options Exercised
and Issued from
Treasury
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,177
619
597
Intrinsic Value
$16,580
4,243
3,627
64
For awards granted before January 1, 2006 that were not fully vested on January 1, 2006, the Company will
record the tax benefits from the exercise of stock options as increases to the “Additional paid-in capital” line item
of the Consolidated Balance Sheets. If the Company does recognize tax benefits, the Company will record these
tax benefits from share-based compensation costs as cash inflows in the financing section and cash outflows in
the operating section in the Statement of Cash Flows. The Company has elected to use the short-cut method to
calculate its historical pool of windfall tax benefits.
As of December 31, 2013, there was approximately $6.1 million of total unrecognized compensation cost related
to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.4 years.
NOTE 19 Treasury Stock
The following table summarizes shares held as treasury stock and their related carrying value at December 31 :
(in thousands)
Number of
Treasury
Shares
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,073
15,440
12,829
Treasury
Shares Cost
$326,996
287,301
225,034
Stock Repurchase Plan
On April 20, 2010, TSYS announced a stock repurchase plan to purchase up to 10 million shares of TSYS stock.
The shares may be purchased from time to time over the next two years at prices considered attractive to the
Company. On May 3, 2011, TSYS announced that its Board had approved an increase in the number of shares
that may be repurchased under its current share repurchase plan from up to 10 million shares to up to 15 million
shares of TSYS stock. On July 24, 2012, TSYS announced that its Board had approved an increase in the number
of shares that may be repurchased under its current share repurchase plan from up to 15 million shares to up to
20 million shares of TSYS stock. The expiration date of the plan was also extended to April 30, 2014. During
2013, the Company purchased 3.1 million shares for approximately $97.6 million, at an average price of $31.48.
During 2012, the Company purchased 3.2 million shares for approximately $74.6 million, at an average price of
$23.31. During 2011, the Company purchased 6.6 million shares for approximately $120.6 million, at an average
price of $18.28. In January 2014, the TSYS Board approved an increase in the number of shares that may be
repurchased under its current share repurchase plan from up to 20 million shares to up to 28 million shares of
TSYS stock. With the increase, TSYS has 12.0 million shares available to be repurchased. In addition, the
expiration date of the plan was extended to April 30, 2015.
The following table sets forth information regarding the Company’s purchases of its common stock on a monthly
basis during the three months ended December 31, 2013:
(in thousands, except per share data)
October 2013 . . . . . . . . . . . . . . . . .
November 2013 . . . . . . . . . . . . . . .
December 2013 . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . .
Total Number
of Shares
Purchased
Average Price
Paid per Share
—
—
3,100
3,100
$ —
—
31.48
$31.48
Total Number of
Cumulative shares Purchased
as Part of Publicly
announced Plans or
Programs
12,893
12,893
15,993
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs
7,107
7,107
4,007
Treasury Shares
In 2008, the Compensation Committee approved “share withholding for taxes” for all employee nonvested
awards, and also for employee stock options under specified circumstances. The dollar amount of the income tax
liability from each exercise is converted into TSYS shares and withheld at the statutory minimum. The shares are
added to the treasury account and TSYS remits funds to the Internal Revenue Service to settle the tax liability.
During 2013 and 2012, the Company acquired 264,383 shares for approximately $6.3 million and 31,000 shares
for approximately $671,000, respectively, as a result of share withholding for taxes.
65
NOTE 20 Other Comprehensive Income (Loss)
Comprehensive income (loss) for TSYS consists of net income, cumulative foreign currency translation
adjustments, unrealized gain on available for sale securities and the recognition of an overfunded or underfunded
status of a defined benefit postretirement plan recorded as a component of shareholders’ equity. The income tax
effects allocated to and the cumulative balance of each component of accumulated other comprehensive income
(loss) are as follows:
(in thousands)
Beginning
Balance
Pretax
amount
Tax
effect
Net-of-tax
Amount
Ending
Balance
As of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5,673
(9,747)
(1,489)
(8,258)
$(2,585)
Foreign currency translation adjustments . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Transfer from noncontrolling interest (NCI)
Change in accumulated other comprehensive income (OCI)
$ (1,242)
—
related to postretirement healthcare plans . . . . . . . . . . . . . .
(1,343)
As of December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer from NCI
Change in accumulated OCI related to postretirement
$ (2,585)
$ (186)
28
3,718
28
1,651
5,397
4,875
—
2,662
—
595
3,257
1,357
—
1,056
28
1,056
2,140
3,518
—
$ (186)
28
(287)
$ (445)
$ 3,332
28
healthcare plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(287)
(2,603)
(938)
(1,665)
(1,952)
As of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . .
Transfer from NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on available for sale securities . . . . . . . . . . . . . . . . . . . .
Change in accumulated OCI related to postretirement
$ (445)
$ 3,332
28
—
— 2,810
2,272
419
(295) 1,033
—
1,037
1,853
(1,328)
—
1,773
$ 1,408
$2,004
28
1,773
healthcare plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,952)
1,926
30
As of December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,408
4,441
2,100
1,896
2,341
(56)
$3,749
Consistent with its overall strategy of pursuing international investment opportunities, TSYS adopted the
permanent reinvestment exception under ASC 740, “Income Taxes,” with respect to future earnings of certain
foreign subsidiaries. Its decision to permanently reinvest foreign earnings offshore means TSYS will no longer
allocate taxes to foreign currency translation adjustments associated with these foreign subsidiaries accumulated
in other comprehensive income.
NOTE 21 Segment Reporting, including
Geographic Area Data and
Major Customers
ASC 280, “Segment Reporting” establishes standards
for the way public business enterprises are to report
information about operating segments in annual
financial statements and requires those enterprises to
report selected financial information about operating
segments in interim financial reports issued to
shareholders. It also establishes standards for related
disclosures about products and services, geographic
area data and major customers.
TSYS provides global payment processing and other
services to card-issuing and merchant acquiring
institutions in the United States and internationally
through online accounting and electronic payment
processing systems. Corporate expenses, such as
finance, legal, human resources, mergers and
acquisitions and investor relations are categorized as
Corporate Administration.
On July 1, 2013, TSYS completed its acquisition of all
the outstanding stock of NetSpend, which previously
operated as a publicly traded company. NetSpend’s
financial results are included in the NetSpend
segment.
On December 26, 2012, TSYS completed its
acquisition of all the outstanding stock of ProPay, a
privately-held payment solutions company. ProPay’s
financial results are included in the Merchant Services
segment.
On August 8, 2012, TSYS completed its acquisition of
60% of CPAY, a privately held direct merchant
acquirer. CPAY’s financial results are included in the
Merchant Services segment.
On May 2, 2011, TSYS completed its acquisition of all
of the outstanding common stock of TermNet, an
Atlanta, Georgia-based merchant acquirer.
TermNet’s financial results are included in the
Merchant Services segment.
66
Refer to Note 23 for more information on
acquisitions.
associated with intangible assets from the total for
the segments.
North America Services includes electronic payment
processing services and other services provided from
within the North America region. International
Services includes electronic payment processing and
other services provided from outside the North
America region. Merchant Services includes
electronic processing and other services provided to
merchants and merchant acquirers. The NetSpend
segment provides GPR prepaid debit and payroll
cards and alternative financial service solutions to the
underbanked and other consumers in the United
States.
At TSYS, the chief operating decision maker (CODM)
is a group consisting of Senior Executive
Management and above. The information utilized by
the CODM consists of the financial statements and
the main metrics monitored are revenue growth and
growth in profitability. Upon completion of the
NetSpend acquisition, the CODM implemented a
new metric called adjusted segment operating
income in order to analyze each segment’s results of
operations. This new metric consists of operating
income adjusted for amortization of acquisition
related intangibles and corporate administrative and
other costs. All periods presented have been
adjusted to reflect this new measure. Depreciation
and amortization for the segments changed as a
result of this new metric removing amortization
In early 2013, TSYS embarked on two corporate-wide
initiatives that impact more than one operating
segment. One initiative is a multi-year, multi-phase
initiative that consists of enhancing TSYS’ issuing
processing platforms. The other is an innovation
initiative focused on enhancing existing product and
service offerings through several new product
concepts and ideas on how to change existing
processes. The costs associated with these two new
initiatives are not allocated to the operating
segments, but are combined, along with the existing
corporate administration, in a grouping titled
“Corporate Administration and Other.” This was a
change the CODM requested and was used to
evaluate performance and assess resources starting in
the first quarter of 2013. The following operating
results by segment comparison reflects the change in
segment reporting from these initiatives, including
the 2012 and 2011 results.
The Company believes the terms and conditions of
transactions between the segments are comparable
to those which could have been obtained in
transactions with unaffiliated parties. TSYS’ operating
segments share certain resources, such as
information technology support, that TSYS allocates
asymmetrically.
67
Years Ended December 31,
(in thousands)
Operating Segments
2013
2012
2011
Revenues before reimbursable items
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NetSpend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
809,069
380,129
373,159
—
(21,659)
Revenues before reimbursable items from external customers . . . . . . $ 1,891,755 1,618,491 1,540,698
860,645
389,532
446,277
207,851
(12,550)
826,750
396,149
409,698
—
(14,106)
Total revenues
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000,072
409,597
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
533,049
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207,851
NetSpend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18,216)
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
954,550
394,831
487,997
—
(28,412)
Revenues from external customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,132,353 1,870,972 1,808,966
965,393
413,467
512,580
—
(20,468)
Depreciation and amortization
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NetSpend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Administration and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted segment operating income
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NetSpend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total adjusted segment operating income . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NetSpend merger and acquisition operating expenses
(non-recurring)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Administration and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
74,479
47,978
12,034
3,121
137,612
65,893
1,846
205,351
314,577
45,911
154,047
59,717
574,252
(65,893)
(14,220)
(107,892)
386,247
74,673
55,033
12,083
—
141,789
26,264
2,557
170,610
289,493
29,427
156,283
—
475,203
(26,264)
—
(91,287)
357,652
77,446
49,722
15,416
—
142,584
23,583
2,998
169,165
254,552
43,574
133,695
—
431,821
(23,583)
—
(85,782)
322,456
As of December 31,
2013
2012
Total assets
North America Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,240,298 1,744,877
445,642
International Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
703,725
Merchant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NetSpend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(870,406)
Intersegment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,686,568 2,023,838
417,379
676,592
1,596,150
(2,243,851)
68
GEOGRAPHIC AREA DATA: The Company maintains property and equipment, net of accumulated
depreciation and amortization, in the following geographic areas:
(in millions)
2012
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $207.4 191.7
51.3
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.5
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.9
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265.2 260.4
46.3
5.3
6.2
As of
December 31,
2013
The following geographic area data represents revenues for the years ended December 31 based on the
domicile of the Company’s customers:
(in millions)
2013
%
2012
%
2011
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,453.3
294.6
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243.2
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68.8
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.5
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56.0
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68.2 $1,219.9
13.8
293.0
11.4
217.5
3.2
78.6
0.8
11.7
2.6
50.3
65.2 $1,227.8
283.5
15.7
171.5
11.6
76.3
4.2
7.8
0.6
42.1
2.7
%
67.9
15.7
9.5
4.2
0.4
2.3
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,132.4 100.0 $1,871.0 100.0 $1,809.0 100.0
GEOGRAPHIC AREA REVENUE BY OPERATING SEGMENT: The following table reconciles segment revenue
to revenues by geography for the years ended December 31:
(in millions)
2013
2012
2011
2013
2012
2011
2013
2012
2011
2013
2012 2011
North America Services
International Services
Merchant Services
NetSpend
United States . . . . . . . . $711.4 705.5 741.5 $ —
Europe . . . . . . . . . . . . .
Canada . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Other
—
— 68.8
—
7.8
41.0
9.6
0.7
243.0 217.3 171.1
293.8 292.2 282.8
—
76.3
—
31.8
—
78.6
—
39.3
— $533.9 514.4 486.3 $207.9
—
0.2
—
—
0.5
—
0.2
—
—
0.6
—
0.4
—
—
0.7
—
16.5
14.5
—
— — —
— — —
— — —
— — —
— — —
—
11.7
10.5
0.8
0.8
—
Totals . . . . . . . . . . . . $986.2 945.8 930.7 $403.6 410.1 390.9 $534.7 515.1 487.4 $207.9 — —
MAJOR CUSTOMER: For the years ended December 31, 2013 and 2012, the Company had no major
customers. For the year ended December 31, 2011, the Company had one major customer which accounted for
approximately $210.9 million, or 11.7% of total revenues. Revenues from the major customer for the year ended
December 31, 2011 are primarily attributable to the North America Services segment and the Merchant Services
segment.
69
NOTE 22 Supplemental Cash Flow
Information
Nonvested Share Awards
The Company has issued shares of TSYS common
stock to certain key employees and non-management
members of its Board of Directors. The grants to
certain key employees were issued in the form of
nonvested stock bonus awards for services to be
provided in the future by such officers and
employees. Beginning in 2011, the grants to the
Board of Directors were fully vested on the date of
grant. Refer to Note 18 for more information on
nonvested share awards.
Equipment and Software Acquired Under
Capital Lease Obligations
The Company acquired computer equipment and
software under capital lease in the amount of $14.8
million, $5.3 million and $8.1 million in 2013, 2012
and 2011, respectively.
NOTE 23 Acquisitions
2013
On July 1, 2013, TSYS acquired all the outstanding
stock of NetSpend, which previously operated as a
publicly traded company and is a leading provider of
GPR prepaid debit and payroll cards and related
financial services to underbanked consumers in the
U.S. The acquisition complements the Company’s
existing presence in the prepaid processing space.
The results of the newly acquired business are being
reported by TSYS as a new operating segment titled
NetSpend.
Under the terms of the Merger Agreement, TSYS
acquired 100 percent ownership of NetSpend for
approximately $1.4 billion, including $1.2 billion of
cash to shareholders, $70.7 million of cash for
payment to holders of vested stock options and
awards, $58.3 million of cash for repayment of
NetSpend’s revolving credit facility and $15.6 million
in replacement stock options and awards. NetSpend
shareholders received $16.00 in cash for each share
of NetSpend common stock. There were 1.6 million
NetSpend shares held by five shareholders who have
asserted appraisal (or dissenters’) rights with respect
to their NetSpend shares, for a preliminary value of
$25.7 million at $16.00 per share that were not
funded at the closing of the acquisition.
Under the terms of the Merger Agreement, the
Company replaced unvested share-based awards for
certain current employees of NetSpend. The
following table provides a list of all replacement
awards and the estimated fair value of those awards
issued in conjunction with the acquisition of
NetSpend:
Number of Shares
and Options Issued
Fair Value
(in millions)
Time-based restricted
stock . . . . . . . . . . . .
Non-qualified stock
options . . . . . . . . . .
Incentive stock
options . . . . . . . . . .
Performance-based
restricted stock . . .
870,361
$21.5
530,696
529,452
87,356
8.4
5.3
2.2
Total . . . . . . . . . . . .
2,017,865
$37.4
The portion of the fair value of the replacement
awards related to services provided prior to the
business combination was included in the total
purchase price. The portion of the fair value
associated with future service is recognized as
expense over the future service period, which varies
by award. The Company determined that $15.6
million ($11.1 million net of tax) of the replacement
awards was related to services rendered prior to the
business combination.
The goodwill amount of $1.0 billion arising from the
acquisition consists largely of expansion of customer
base, differentiation in market opportunity and
economies of scale expected from combining the
operations of TSYS and NetSpend. All of the goodwill
was assigned to TSYS’ new NetSpend segment. The
goodwill recognized is not expected to be deductible
for income tax purposes.
The following table summarizes the consideration
paid for NetSpend and the preliminary recognized
amounts of the identifiable assets acquired and
liabilities assumed on July 1, 2013 (the acquisition
date). These amounts will remain preliminary until the
valuation analysis has been finalized. The
measurement period during which changes in assets,
liabilities, equity interests, or items of consideration
are subject to adjustment ends one year following
70
the acquisition date. The Company continues to
evaluate consideration paid, deferred taxes, goodwill
and financial liabilities.
(in thousands)
Consideration
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,355,270
15,557
Equity instruments . . . . . . . . . . . . . . . . . .
25,723
Dissenting shareholder liability* . . . . . . .
Fair value of total consideration
transferred . . . . . . . . . . . . . . . . . . . . . . $1,396,550
Recognized amounts of identifiable
assets acquired and liabilities
assumed:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable . . . . . . . . . . . . . . . .
Property equipment and software . . . . .
Identifiable intangible assets . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability . . . . . . . . . . . . . . . .
Financial liabilities . . . . . . . . . . . . . . . . . .
40,610
11,335
11,657
480,086
10,165
36,660
(155,945)
(62,452)
Total identifiable net assets . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . .
372,116
1,024,434
$1,396,550
* Represents 1.6 million NetSpend shares held by
dissenting shareholders
Identifiable intangible assets acquired in the
NetSpend acquisition include channel relationships,
current technology, a prospect database, the
NetSpend trade name and non-compete
agreements.
The identifiable intangible assets had no significant
estimated residual value. These intangible assets are
being amortized over their estimated useful lives of
five to eight years based on the pattern of expected
future economic benefit, which approximates a
straight-line basis over the useful lives of the assets.
The fair value of the acquired identifiable intangible
assets of $480.1 million was estimated using the
income approach (discounted cash flow and relief
from royalty methods) and cost approach. The fair
values and useful lives of the identified intangible
assets were primarily determined using forecasted
cash flows, which included estimates for certain
assumptions such as revenues, expenses, attrition
rates and royalty rates. The estimated fair value of
identifiable intangible assets acquired in the
acquisitions and the related estimated weighted
average useful lives are as follows:
(in thousands)
Fair Value
Channel relationships . . . $317,000
Covenants-not-to-
compete . . . . . . . . . . . .
Current technology . . . . .
Database . . . . . . . . . . . . .
Trade name . . . . . . . . . . .
Favorable lease . . . . . . . .
11,500
78,711
28,000
44,000
875
Total acquired
identifiable
intangible assets . . . $480,086
Weighted Average
Useful Life
(in years)
8.0
6.0
7.0
5.0
5.0
4.9
7.3
The fair value measurement of the identifiable
intangible assets represents Level 2 and Level 3
measurements as defined in ASC 820. Key
assumptions include (a) cash flow projections based
on market participant and internal data, (b) a discount
rate of 11%, (c) a pre-tax royalty rate range of
2.5-7.0%, (d) attrition rates of 5%-40%, (e) an effective
tax rate of 40%, and (f) a terminal value based on a
long-term sustainable growth rate of 3%.
In connection with the acquisition, TSYS incurred
$14.2 million in acquisition-related costs primarily
related to professional legal, finance, and accounting
costs. These costs were expensed as incurred and are
included in merger and acquisition expenses on the
income statement for the year ended December 31,
2013.
71
Pro Forma Results of Operations
The amounts of NetSpend revenue and earnings included in TSYS’ consolidated income statement for the years
ended December 31, 2013 and 2012, and the pro forma revenue and earnings of the combined entity had the
acquisition date been January 1, 2012 are:
(in thousands, except per share data)
Actual
Supplemental pro forma
Years Ended
December 31,
Years Ended
December 31,
2013
2012
2013
2012
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,132,353 1,870,972 2,354,396 2,222,069
Net income attributable to TSYS common shareholders . . . . $ 244,750
244,280
239,775
193,255
Basic EPS attributable to TSYS common shareholders . . . . . . $
Diluted EPS attributable to TSYS common shareholders . . . . $
1.30
1.29
1.30
1.29
1.27
1.26
1.03
1.03
The unaudited pro forma financial information presented above does not purport to represent what the actual
results of operations would have been if the acquisition of NetSpend’s operations had occurred prior to
January 1, 2012, nor is it indicative of the future operating results of TSYS. The unaudited pro forma financial
information does not reflect the impact of future events that may occur after the acquisition, including, but not
limited to, anticipated cost savings from operating synergies.
The unaudited pro forma financial information presented in the table above has been adjusted to give effect to
adjustments that are (1) directly related to the business combination; (2) factually supportable; and (3) expected
to have a continuing impact. These adjustments include, but are not limited to, the application of accounting
policies; and depreciation and amortization related to fair value adjustments to property, plant and equipment
and intangible assets.
The pro forma adjustments do not reflect the following material items that result directly from the acquisition and
which impacted our statement of operations following the acquisition:
•
•
Acquisition and related financing transactions costs relating to fees to investment bankers, attorneys,
accountants, and other professional advisors, and other transaction-related costs that were not capitalized as
deferred financing costs; and
The effect of anticipated cost savings or operating efficiencies expected to be realized and related
restructuring charges such as technology and infrastructure integration expenses, and other costs related to
the integration of NetSpend into TSYS.
2012
On December 26, 2012, TSYS completed its
acquisition of ProPay for $123.7 million. ProPay
previously operated as a privately-held company, and
offers simple, secure and affordable payment
solutions for organizations ranging from small, home
based entrepreneurs to multi-billion dollar
enterprises. The results of operations for ProPay are
immaterial and therefore not included in the
Company’s results for the year ended December 31,
2012. The goodwill of $93.5 million recorded arises
largely from synergies and economies of scale
expected to be realized from combining the
operations of TSYS and ProPay. None of the goodwill
is tax deductible. ProPay is included as part of the
Merchant Services segment.
On August 8, 2012, TSYS completed its acquisition of
60% of CPAY, a privately held direct merchant
acquirer, for $66 million in cash. CPAY provides
merchant services to small- to medium-sized
merchants through an Independent Sales Agent (ISA)
model, with a focus on merchants in the restaurant,
personal services and retail sectors. The acquisition of
CPAY expands the Company’s presence in the
merchant acquiring industry and enhances the
Company’s distribution model with CPAY’s strong
sales agent channel. The results of operations for
CPAY have been included in the Company’s results
beginning August 8, 2012, and are included in the
Merchant Services segment. The goodwill of $68.6
million recorded arises largely from synergies and
economies of scale expected to be realized from
72
combining the operations of TSYS and CPAY. All of
the goodwill is tax deductible.
The following table summarizes the consideration
paid for acquisitions and the preliminary recognized
amounts of identifiable assets acquired and liabilities
assumed during the year ended December 31, 2012.
(in thousands)
Cash and restricted cash . . . . . . . . . . . . . . $ 3,003
4,092
Accounts receivable . . . . . . . . . . . . . . . . . .
12,522
Other assets . . . . . . . . . . . . . . . . . . . . . . . .
76,600
Identifiable intangible assets . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . .
(30,558)
Noncontrolling interest in acquired
entity . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
(38,000)
162,090
Total consideration . . . . . . . . . . . . . . . . . $189,749
The fair value of accounts receivable, accounts
payable, accrued compensation, and other liabilities
approximates the carrying amount of those assets
and liabilities at the acquisition date. The fair value of
accounts receivable due under agreements with
customers is $4.1 million. The gross amount due
under the agreements is $4.8 million, of which
approximately $688,000 is expected to be
uncollectible.
Of the $123.7 million in consideration paid for
ProPay, $12.5 million has been placed in escrow for a
period of 18 months to secure certain claims that may
be brought against the escrowed consideration by
TSYS pursuant to the merger agreement.
Consideration is contingent and may be returned to
the Company pursuant to indemnification
commitments made by the shareholders which
formerly owned ProPay related to a breach of the
representations and warranties made in the merger
agreement. Such indemnification commitments are
recognized as a possible receivable and measured at
fair value. Based upon the probability of various
possible outcomes related to the indemnification
commitments, TSYS has determined that the fair
value of any receivable asset would be immaterial.
The maximum amount of contingent consideration
returnable to the Company related to certain
indemnification commitments made by the Seller is
$12.5 million. The maximum amount of contingent
consideration returnable to the Company related to
fundamental representations and warranties made by
the Seller is unlimited.
Of the $66 million in consideration paid for CPAY,
$3.3 million has been placed in escrow for a period of
21 months to secure certain claims that may be
brought against the escrowed consideration by TSYS
pursuant to the Investment Agreement.
Consideration is contingent and may be returned to
the Company pursuant to indemnification
commitments made by the company which formerly
owned 100% of Central Payment (Seller) related to,
among other things, a breach of the representations
and warranties made in the Investment Agreement,
and losses arising out of any of the Excluded
Liabilities as defined in the Investment Agreement.
Such indemnification commitments are recognized as
a possible asset receivable and measured at fair
value. Based upon the probability of various possible
outcomes related to the indemnification
commitments, TSYS has determined that the fair
value of any receivable asset would be immaterial.
The maximum amount of contingent consideration
returnable to the Company related to certain
indemnification commitments made by the Seller is
$9.9 million. The maximum amount of contingent
consideration returnable to the Company related to
fundamental representations and warranties made by
the Seller is unlimited.
Identifiable intangible assets acquired in the
acquisitions had no significant estimated residual
value. These intangible assets are being amortized
over their estimated useful lives of 2 to 10 years
based on the pattern of expected future economic
benefit, which approximates a straight-line basis over
the useful lives of the assets. The fair value of the
acquired identifiable intangible assets of $76.6
million was estimated using the income approach
(discounted cash flow and relief from royalty
methods) and cost approach. The fair values and
useful lives of the identified intangible assets were
primarily determined using forecasted cash flows,
which included estimates for certain assumptions
such as revenues, expenses, attrition rates, and
royalty rates. The estimated fair value of identifiable
intangible assets acquired in the acquisitions and the
related estimated weighted average useful lives are
as follows:
Fair Value
(in millions)
Weighted Average
Useful Lives
(in years)
Customer
relationships . . . . . . . . .
$59.5
Covenants-not-to-
compete . . . . . . . . . . . .
Current technology . . . . .
Trade name . . . . . . . . . . .
Total acquired
identifiable
intangible assets . . .
2.9
13.0
1.2
$76.6
8.6
2.8
5
2
7.7
73
This fair value measurement is based on significant
inputs that are both observable (Level 2) and non-
observable (Level 3) in the market as defined in
ASC 820. Key assumptions in the ProPay acquisition
include (a) cash flow projections based on market
participant and internal data, (b) a discount rate of
14.0% for the overall Company and a discount rate of
14.5% for the intangible assets, (c) a pre-tax royalty
rate of 1.0% for trade names and technology (d) an
attrition rate of 3.0%- 5.0%, (e) an effective tax rate of
39.0%, and (f) a terminal value based on a long-term
sustainable growth rate of 3.0%.
Key assumptions in the CPAY acquisition include
(a) cash flow projections based on market participant
and internal data, (b) a discount rate of 19.0% for the
overall company and a discount rate of 19.5% for the
intangible assets, (c) a pre-tax royalty rate of 1.0% for
trade names and technology (d) an attrition rate of
25.0%, (e) an effective tax rate of 39.0%, and (f) a
terminal value based on a long-term sustainable
growth rate of 3.0%.
In connection with these acquisitions, TSYS incurred
$1.3 million in acquisition-related costs primarily
related to professional legal, finance, and accounting
costs. These costs were expensed as incurred and are
included in selling, general, and administrative
expenses in the income statement for the year ended
December 31, 2012.
Other
On February 1, 2012, TSYS acquired contract-based
intangible assets in its Merchant Services segment for
$1.7 million. These intangible assets are being
amortized on a straight-line basis over their estimated
useful lives of five years which approximates their
usage.
Redeemable Noncontrolling Interest
The fair value of the noncontrolling interest in CPAY,
owned by a private company, was based on the
actual purchase price paid for the controlling interest
in CPAY. Next adjustments were made for lack of
control and lack of marketability that market
participants would consider when estimating the fair
value of the noncontrolling, non-marketable interest
in CPAY.
In connection with the acquisition of CPAY, the
Company is party to call and put arrangements with
respect to the membership units that represent the
remaining noncontrolling interest of CPAY. The call
arrangement is exercisable by TSYS and the put
arrangement is exercisable by the Seller. The put
arrangement is outside the control of the Company
by requiring the Company to purchase the Seller’s
entire equity interest in CPAY at a put price at fair
market value. The put arrangement is recorded on
the balance sheet and is classified as redeemable
noncontrolling interest outside of permanent equity.
The call and put arrangements for CPAY,
representing 40% of its total outstanding equity
interests, may be exercised at the discretion of TSYS
or the Seller on the second anniversary of the closing
and upon the recurrence of certain other specified
events.
The put option is not currently redeemable, but
redemption is considered probable based upon the
passage of time of the second anniversary date. As
such, the Company has adopted the accounting
policy to accrete changes in the redemption value
over the period from the date of issuance to the
earliest redemption date, which the Company
believes to be one year. If the put option was
redeemable at December 31, 2013, the redemption
value was estimated to be approximately
$39.7 million. The Company did not accrete any
changes to the redemption value as the balance as of
December 31, 2013 exceeded the accretion fair value
amount.
In February 2014, with cash on hand, the Company
purchased an additional 15% equity interest in CPAY,
reducing its redeemable noncontrolling interest in
CPAY to 25%.
2011
On May 2, 2011, TSYS completed its acquisition of all
of the outstanding common stock of TermNet, an
Atlanta-based merchant acquirer, for $42 million in
cash. TermNet provides merchant services to
qualified merchants serving a diverse merchant base
of over 18,000 merchants. The acquisition of
TermNet expands the Company’s presence in the
merchant acquiring industry. The results of
operations for TermNet have been included in the
Company’s results beginning May 2, 2011, and are
included in the Merchant Services segment. The
goodwill of $28.9 million recorded arises largely from
synergies and economies of scale expected to be
realized from combining the operations of TSYS and
TermNet. Goodwill recognized in the acquisition of
TermNet is not deductible for income tax purposes.
74
The following table summarizes the consideration
paid for TermNet and the recognized amounts of
identifiable assets acquired and liabilities assumed
effective May 2, 2011:
(in thousands)
Cash and restricted cash . . . . . . . . . . . . . . . $ 2,691
10,253
Accounts receivable . . . . . . . . . . . . . . . . . . .
1,516
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .
11,740
Identifiable intangible assets . . . . . . . . . . . .
28,918
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,578)
Accounts payable . . . . . . . . . . . . . . . . . . . . .
(2,683)
Accrued compensation . . . . . . . . . . . . . . . . .
(4,506)
Deferred income tax liability . . . . . . . . . . . .
(351)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . .
Total consideration . . . . . . . . . . . . . . . . . . $42,000
The fair value of accounts receivable, accounts
payable, accrued compensation, and other liabilities
approximates the carrying amount of those assets
and liabilities at the acquisition date. The fair value of
accounts receivable due under agreements with
customers is $10.3 million. The gross amount due
under the agreements is $10.4 million, of which
approximately $100,000 is expected to be
uncollectible. Of the $42 million in consideration paid
for TermNet, $8.4 million was placed in escrow for a
period of 18 months to secure certain claims brought
against the escrowed consideration by TSYS pursuant
to the merger agreement. The maximum amount of
contingent consideration returnable to the Company
related to fundamental representations and
warranties made by TermNet is unlimited.
Identifiable intangible assets acquired in the TermNet
acquisition include customer relationships, channel
relationships, and non-compete agreements. The
identifiable intangible assets had no significant
estimated residual value. These intangible assets are
being amortized over their estimated useful lives of 2
to 10 years based on the pattern of expected future
economic benefit, which approximates a straight-line
basis over the useful lives of the assets. The fair value
of the acquired identifiable intangible assets of $11.7
million was estimated using the income approach
(discounted cash flow and relief from royalty
methods) and cost approach. The fair values and
useful lives of the identified intangible assets were
primarily determined using forecasted cash flows,
which included estimates for certain assumptions
such as revenues, expenses, attrition rates, and
royalty rates. The estimated fair value of identifiable
intangible assets acquired in the acquisition of
TermNet and the related estimated weighted
average useful lives are as follows:
Fair Value
(in millions)
Weighted Average
Useful Lives
(in years)
Customer
relationships . . . . . . . .
Channel relationships . .
Covenants-not-to-
$10.0
1.6
compete . . . . . . . . . . .
0.1
7.0
10.0
2.0
Total acquired
identifiable
intangible assets . . .
$11.7
7.3
The fair value measurement of the identifiable
intangible assets is based on significant inputs that
are not observable in the market and therefore,
represents a Level 3 measurement as defined in
ASC 820. Key assumptions include (a) cash flow
projections based on market participant and internal
data, (b) a discount rate of 14%, (c) a pre-tax royalty
rate range of 3-10%, (d) an attrition rate of 20%,
(e) an effective tax rate of 36%, and (f) a terminal
value based on a long-term sustainable growth rate
of 3%.
In connection with the TermNet acquisition, TSYS
incurred $192,000 in acquisition-related costs
primarily related to professional legal, finance, and
accounting costs. These costs were expensed as
incurred and are included in selling, general, and
administrative expenses in the income statement for
2011.
Other
On October 1, 2011, TSYS acquired contract-based
intangible assets in its Merchant Services segment for
$2.6 million. These intangible assets are being
amortized on a straight-line basis over their estimated
useful lives of five years.
In May 2011, TSYS made a payment of $6.0 million of
contingent merger consideration in connection with
the purchase of Infonox, which was accounted for
under ASC 805. The payment of the contingent
merger consideration by TSYS was recorded as
goodwill and had no impact on results of operations.
75
Pro forma Results of Operations
The pro forma revenue and earnings of TSYS’
acquisitions other than NetSpend are not material to
the consolidated financial statements.
allows each entity access to the aircraft and each
entity pays for its usage of the aircraft. Each quarter,
the net operating results of the enterprise are shared
among the owners based on their respective
ownership percentage.
NOTE 24 Collaborative Arrangement
TSYS has a 45% ownership interest in an enterprise
jointly owned with two other entities which operates
aircraft for the owners’ internal use. The arrangement
NOTE 25 Earnings Per Share
TSYS records its usage of the aircraft and its share of
net operating results of the enterprise in selling,
general and administrative expenses.
The following table illustrates basic and diluted EPS under the guidance of ASC 260:
(in thousands, except per share data)
Basic EPS:
December 31, 2013
December 31, 2012
December 31, 2011
Common
Stock
Participating
Securities
Common
Stock
Participating
Securities
Common
Stock
Participating
Securities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $244,750
(1,595)
Less income allocated to nonvested awards . . . . .
1,595
244,280
(800)
Net income allocated to common stock for
EPS calculation(a) . . . . . . . . . . . . . . . . . . . . . . . $243,155
1,595
243,480
Average common shares outstanding(b) . . . . . . . .
187,145
1,246
187,403
800
800
627
220,559
(805)
219,754
191,239
805
805
707
Basic EPS(a)/(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.30
1.28
1.30
1.28
1.15
1.14
Diluted EPS:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $244,750
(1,585)
Less income allocated to nonvested awards . . . . .
1,585
244,280
(796)
Net income allocated to common stock for
EPS calculation(c) . . . . . . . . . . . . . . . . . . . . . . . $243,165
1,585
243,484
187,145
1,246
187,403
796
796
627
220,559
(804)
219,755
191,239
804
804
707
Average common shares outstanding . . . . . . . . . .
Increase due to assumed issuance of shares
related to common equivalent shares
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average common and common equivalent
1,648
1,262
345
shares outstanding(d)
. . . . . . . . . . . . . . . . . . . . .
188,793
1,246
188,665
Diluted EPS(c)/(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.29
1.27
1.29
627
1.27
191,584
1.15
707
1.14
The diluted EPS calculation excludes stock options and nonvested awards that are convertible into 1.9 million,
2.9 million and 3.6 million common shares for the years ended December 31, 2013, 2012 and 2011, respectively,
because their inclusion would have been anti-dilutive.
NOTE 26 Subsequent Events
On February 11, 2014, with cash on hand, the
Company acquired an additional 15% equity interest
in CPAY from CPC Holding Company, LLC, a
California limited liability company. This purchase
reduced the remaining redeemable noncontrolling
interest in CPAY to 25% of its total outstanding
equity.
76
Report of Independent Registered Public Accounting Firm
The Board of Directors
Total System Services, Inc.:
We have audited the accompanying consolidated balance sheets of Total System Services, Inc. and subsidiaries
(the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income,
comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended
December 31, 2013. We also have audited the Company’s internal control over financial reporting as of
December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management
is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on these consolidated financial statements and an opinion on the Company’s internal control
over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Total System Services, Inc. and subsidiaries as of December 31, 2013 and 2012, and the
results of their operations and their cash flows for each of the years in the three-year period ended December 31,
2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Total System
Services, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2013, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Atlanta, Georgia
February 25, 2014
77
Management’s Report on Internal Control Over Financial
Reporting
The management of Total System Services, Inc. (the Company) is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934. The Company maintains accounting and internal control systems which are intended to provide
reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions
are executed in accordance with management’s authorization and accounting records are reliable for preparing
financial statements in accordance with accounting principles generally accepted in the United States.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards
to reduce, though not eliminate, risk.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated
Framework (1992).
Based on our assessment management believes that, as of December 31, 2013, the Company’s internal control
over financial reporting is effective based on those criteria.
KPMG LLP, the independent registered public accounting firm who audited the Company’s consolidated financial
statements, has issued an attestation report on the effectiveness of internal control over financial reporting as of
December 31, 2013 that appears on the preceding page.
Philip W. Tomlinson
Chairman of the Board &
Chief Executive Officer
James B. Lipham
Senior Executive Vice President &
Chief Financial Officer
78
Quarterly Financial Data (Unaudited), Stock Price, Dividend
Information
TSYS’ common stock trades on the New York Stock Exchange (NYSE) under the symbol “TSS.” Price and volume
information appears under the abbreviation “TotlSysSvc” in NYSE daily stock quotation listings. As of
February 21, 2014, there were 23,253 holders of record of TSYS common stock, some of whom are holders in
nominee name for the benefit of different shareholders.
The 2013 fourth quarter dividend of $0.10 per share was declared on December 2, 2013, and was paid January 2,
2014, to shareholders of record on December 19, 2013. The 2012 fourth quarter dividend of $0.10 per share was
declared on December 3, 2012, and was paid December 26, 2012, to shareholders of record on December 17,
2012. Total dividends declared in 2013 and in 2012 amounted to $75.8 million and $75.9 million, respectively. It
is the present intention of the Board of Directors of TSYS to continue to pay cash dividends on its common stock.
Presented here is a summary of the unaudited quarterly financial data for the years ended December 31, 2013
and 2012.
(in thousands, except per share data)
2013 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to TSYS common shareholders . . . . . . . . . . .
Basic earnings per share attributable to TSYS common
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$464,996
74,903
57,029
478,443
95,314
57,716
588,074
105,628
64,350
600,840
110,402
65,655
2012
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.31
0.31
0.34
0.35
Diluted earnings per share attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock prices:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to TSYS common shareholders . . . . . . . . . . . . . .
Basic earnings per share attributable to TSYS common shareholders . . . .
Diluted earnings per share attributable to TSYS common
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock prices:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.30
0.10
24.78
21.97
24.78
0.31
0.10
24.94
22.62
24.48
0.34
0.10
29.93
24.65
29.42
0.34
0.10
33.30
28.49
33.28
$ 461,162
84,831
56,395
0.30
462,651
92,096
66,710
0.35
468,059
90,893
60,312
0.32
479,100
89,831
60,862
0.33
0.30
0.10
23.18
19.40
23.07
0.35
0.10
23.93
21.88
23.93
0.32
0.10
24.39
22.64
23.70
0.32
0.10
24.19
21.23
21.42
79
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative shareholder return on TSYS stock with
the cumulative total return of the Standard & Poor’s 500 Index and the Standard & Poor’s Systems Software Index
for the last five fiscal years (assuming a $100 investment on December 31, 2008 and reinvestment of all
dividends).
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among TSYS, the S&P 500 Index, and the S&P Systems Software Index
12/08
12/09
12/10
12/11
12/12
12/13
TSYS
S&P 500
S&P SS
TSYS
S&P 500
S&P SS
2008
2009
2010
2011
2012
2013
$100.00 $125.72 $114.08 $147.56 $164.40 $259.30
$100.00 $126.46 $145.51 $148.59 $172.37 $228.19
$100.00 $151.07 $158.32 $142.57 $164.28 $218.32
$300
$250
$200
$150
$100
$50
$0
80
shareholder information
Corporate Headquarters
TSYS
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
www.tsys.com
+1.706.649.2310
Stock Trading Information
TSYS common stock is traded as “TSS” on the New York
Stock Exchange (NYSE). Price and volume information
appear under the abbreviation “TSS” in NYSE
daily stock quotation listings.
Dividend Reinvestment and
Direct Stock Purchase Plan
The TSYS Dividend Reinvestment and Direct Stock
Purchase Plan (“Plan”) provides a comprehensive
package of services designed to make investing in TSYS
stock easy, convenient and more affordable. You may
request information about the Plan over the phone
at +1.877.833.6707.
New Investors
You can join the Plan by making an initial investment
of at least $250.
TSYS Shareholders
You can participate by submitting a completed enrollment
form. If your shares are held in a brokerage account, you
must first register some or all of your shares in your name.
Dividend Reinvestment
You can invest all or a part of your cash dividends to
accumulate more shares without paying fees.
online access
Optional Cash Investments
You can purchase additional shares by investing between
$50 at any one time and $250,000 in total per calendar
year. If you wish, we can withdraw funds automatically
from your bank account each month to purchase shares.
Purchases are made weekly, or more often if volume
dictates. Fees are lower than those typically charged
by the financial services industry.
Safekeeping
You can deposit your certificates with us for safekeeping
at no cost to you. You can request a certificate any time
at no cost.
Gifts and Transfers of Shares
You can make gifts or transfers to others.
Contact American Stock Transfer & Trust Company, LLC
at +1.877.833.6707 or your brokerage firm
for more information.
Sale of Shares
You can sell some or all of your shares when you choose
at fees lower than those typically charged by the financial
services industry. Shares are sold weekly, or more often
if volume dictates.
Form 10-K
A copy of the company’s 2013 Annual Report on Form
10-K, filed with the Securities and Exchange Commission,
is available at no charge upon written request to Investor
Relations at the address below:
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
ir@tsys.com
Annual Shareholders’ Meeting
The Annual Meeting of Shareholders will be held
on May 1, 2014 at 10 a.m. ET at the TSYS Riverfront
Campus Auditorium in Columbus, Georgia.
Independent Auditors
KPMG LLP, Atlanta, Georgia
Investor Relations
Analysts, investors and others seeking additional
information not available at tsys.com should contact:
Shawn Roberts
TSYS Investor Relations
One TSYS Way
Columbus, GA 31901
+1.706.644.6081
shawnroberts@tsys.com
Current shareholders requiring
assistance should contact:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
+1.877.833.6707
www.amstock.com
Online Services at tsys.com
You can purchase your initial shares online at tsys.com. TSYS makes it easy and convenient to get current information about your shareholder account any time.
You will have access to:
• View account status
• Purchase or sell shares
• View book-entry information
• Request certificate issuance
• Establish or change your PIN
• View payment history for dividends
• Make address changes
• Obtain a duplicate 1099 tax form
• Request a dividend check replacement
• Receive annual meeting materials electronically
Cautionary language regarding forward-looking statements:
This annual report to shareholders contains forward-looking statements, which by their nature involve risks and uncertainties. Please refer to TSYS’ Annual Report on Form 10-K filed
with the Securities and Exchange Commission for information concerning forward-looking statements, under the caption “Safe Harbor Statement,” and for a description of certain
factors that may cause actual results to differ from goals referred to in this report or contemplated by such statements.
© 2014 Total System Services, Inc.® All rights reserved worldwide. Total System Services, Inc. and TSYS® are federally registered service marks of Total System Services, Inc.
in the United States. Total System Services, Inc. and its affiliates own a number of service marks that are registered in the United States and in other countries. All other
products and company names are trademarks of their respective companies.
About TSYS
At TSYS® (NYSE: TSS), we believe payments should revolve around people, not the other way aroundSM.
We call this belief “People-Centered Payments®.” By putting people at the center of every decision we
make, TSYS supports financial institutions, businesses and governments in more than 80 countries.
Through NetSpend®, A TSYS Company, we empower consumers with the convenience, security,
and freedom to be self-banked. TSYS offers issuer services and merchant payment acceptance
for credit, debit, prepaid, healthcare and business solutions.
TSYS’ headquarters are located in Columbus, Ga., U.S.A., with local offices spread across the
Americas, EMEA and Asia-Pacific. TSYS is a member of The Civic 50 and has been named
one of the 2013 World’s Most Ethical Companies by Ethisphere. TSYS routinely posts
all important information on its website. For more, please visit us at www.tsys.com.
For the second year in a row, TSYS was named one of the 2013 World’s Most
Ethical Companies by Ethisphere, a global ethics think tank.
THE
CIVIC
50
In 2013, TSYS was named to the The Civic 50, an annual initiative that identifies
and recognizes companies for their commitment to improve the quality of life
in the communities where they do business. The survey was conducted by the
National Conference on Citizenship (NCoC) and Points of Light, the nation’s
definitive experts on civic engagement, and published by Bloomberg News.
NYSE: TSS
TSYS
One TSYS Way
P.O. Box 2567
Columbus, GA 31902-2567
+1.706.649.2310
www.tsys.com