e425
Filed by ACI Worldwide, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: S1 Corporation
Commission File No.: 000-24931
FINAL TRANSCRIPT
Thomson StreetEvents
ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on Proposal to Acquire S1 Corporation
Event Date/Time: Jul. 26. 2011 / 12:30PM GMT
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
CORPORATE PARTICIPANTS
Tamar Gerber
ACI Worldwide Inc VP, IR
Phil Heasley
ACI Worldwide Inc CEO
Scott Behrens
ACI Worldwide Inc CFO
CONFERENCE CALL PARTICIPANTS
Gil Luria
Wedbush Securities Analyst
George Sutton
Craig-Hallum Analyst
Tom McCrohan
Janney Montgomery Scott Analyst
Brett Huff
Stephens Analyst
Wayne Johnson
Raymond James Analyst
John Kraft
DA Davidson Analyst
Michael Saloio
Sidoti Analyst
PRESENTATION
Operator
Good morning my name is Stephanie, and I will be your conference operator today. At this time, I
would like to welcome everyone to the ACI Worldwide conference call. All lines have been placed on
mute to prevent any background noise. After the speakers remarks there will be a question and
answer session. (Operator Instructions). Thank you.
I would now like to turn the call over to the Vice President of Investor Relations for ACI
Worldwide, Ms. Tamar Gerber. You may begin your conference.
Tamar Gerber ACI Worldwide Inc VP, IR
Thank you Stephanie and good morning everyone.
Im Tamar Gerber ACIs Vice President of Investor Relations and Financial Communications. Joining
me this morning to discuss the proposal to acquire S1 is Phil Heasley, our CEO, and joining him to
discuss our quarterly earnings results is Scott Behrens, our CFO.
Before we begin would I like to remind everyone this discussion includes forward-looking
statements, including statements about our beliefs and expectations regarding the proposed
transaction between ACI and S1, the potential benefits of any such transaction, and that actual
results could differ materially. You can find the full text of our forward-looking statements and
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1
FINAL
TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
cautionary Safe Harbor language at the beginning of todays slide presentation, which is
available on our IR website at aciworldwide.com and will be also filed with the SEC later today.
This discussion is not an offer to purchase or solicitation of an offer to sell shares of ACI or S1
and is not a solicitation of proxy from S1 shareholders. If the transaction proceeds, ACI will file
a registration statement on form S-4 with a proxy statement in prospectus with the SEC and that
will be available at the SECs website at www.sec.gov. ACI and S1 shareholders are encouraged to
read the statement on form S-4 if and when it becomes available.
With that Id like to turn the call over to Phil Heasley, ACIs CEO. Phil, please go ahead.
Phil Heasley ACI Worldwide Inc CEO
Thanks, Tamar. Good morning, everyone.
As youve likely seen this morning, we made two announcements. First is our proposal to acquire S1
corporation for $9.50 per share in cash and stock. We are very excited about this transaction as it
provides significant benefits for shareholders of both S1 and ACI. The other is our second quarter
earning results, which we are extremely proud of. We sourced strong revenue growth up 23% over
prior year quarter. We had strong growth in sales, up 36% over prior year quarter, and we saw a
strong growth in operating income and adjusted EBITDA which were up 136% and 55% respectively.
I will begin todays presentation with a discussion and overview of our proposal to acquire S1. I
will then turn the call over to Scott Behrens, our CFO, who will present our second quarter
results. We will then be glad to open up the call for your questions.
Looking at slide 4, we believe our proposal provides S1 shareholders with a substantial premium and
immediate cash value for their investment in S1, while allowing them the opportunity to participate
in the long-term value creation inherent in the combined company. We are confident that S1
shareholders will strong our strong belief that our proposal is superior to the announced Fundtech
merger. Further, we expect S1s board of directors to also recognize the considerable financial and
strategic benefit of our proposal and declare it superior to the Fundtech merger. We stand ready
and willing to promptly engage with S1 on our proposal, and we are hopeful we will do so in the
near term to effect a transaction that benefits both our companys shareholders. That being said,
we are committed to making this transaction a reality.
Slide 5 gives us an overview of the key terms of the proposal we sent to S1s board this morning.
Under the terms of our proposal, ACI would acquire S1 for a per-share consideration of $9.50 in
cash and stock. This represents a premium of approximately 33% over S1s closing stock price
yesterday. It also represents a premium of approximately 32% over S1s 90-day volume weighted
average price and a premium of approximately 23% over S1s 52 week high.
The proposed consideration will be comprised of 60% cash and 40% stock. S1 shareholders could elect
to receive cash and/or stock with any oversubscription subject to pro-ration. S1 shareholders would
receive $5.70 in cash and $3.80 in ACI stock per S1 share. The ACI stock that would be received by
S1 shareholders is expected to be tax free. Upon completion of this transaction and based on the
most recent closing price of ACIs common stock, S1 shareholders would own approximately 15% of the
combined entity, with current ACI shareholders owning 85% on a fully diluted basis.
This transaction is subject to customary closing conditions, including regulatory approval and
approval by S1 shareholders. Importantly, this transaction is not contingent upon financing as we
have received financing commitment from Wells Fargo Bank. We anticipate that this transaction would
close in the fourth quarter.
Turning to slide 6, we strongly believe our proposal is both financially and strategically superior
to S1s announced merger agreement with Fundtech. S1 shareholders would receive a substantial
premium and immediate cash value in their investment
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
in S1. They would also benefit from ownership in what we believe is the long term value
creation inherent in a combined ACI S1.
Moving ahead to slide 7, for ACI shareholders, we think that our track record, as evidenced on this
slide, speaks for itself. In the lower right-hand corner of the page, you can see that we have
increased our contracted and renewal pipeline of deals in our 60 month backlog by approximately
$350 million since the end of 2006. In my view, it has clearly made a significant positive
difference in how we manage and assess our business. ACI shareholders will know that we see this as a measurement of the long-term economic health of our enterprise, and
it is the metric I use for both business and management compensation purposes.
The chart on the upper right-hand side demonstrates that we have increased our monthly recurring
revenues by nearly 29% since we changed our business model in 2007 to 68% of the total revenue in
2010.
Moving to the lower left-hand chart, Im particularly proud of the fact that we took steps in 2007
and 2008, to restructure the business. Since that time, weve quietly and significantly grown our
adjusted EBITDA margins. We expect that we will continue to do so as we work through our long term
strategic plan. We believe we can institute similar best practices in S1 to reduce their business
backlog, recurring revenues and margins.
ACI shareholders have been rewarded with a shareholder return of approximately 91% over the past
three years. The chart in the upper left-hand corner of this slide depicts this growth and our
outperformance of our peers.
On slide 8, we provide a side by side view of our two businesses. Our top line revenue was
approximately double that of S1 2010, and our adjusted EBITDA of $88 million was merely nine times
greater than S1s which we attribute to our strong profit margin profile. Combined, we expect to
have increased scale, capabilities, and geographic scope. Were also confident we can grow S1s
margin in line with ours.
ACI today is a leading provider of enterprise payment software due to the strength of our products
and the skill of our team. We remain firmly committed to our current product road map. We think we
can bring our competencies to the floor as we integrate and manage S1s assets. We are confident
working together with S1, we can expect a smooth integration process.
Moving on, Id like to spend a few minutes talking about the strategic rationale behind the
transaction and detailing the numerous benefits inherent in a combined ACI S1. The proposed
transaction with S1 is something we have evaluated in depth and its clearly in line with ACIs
internal five-year plan.
For those of you who know me and our management style, you are aware that we grow our business
through a rigorous framework of three phases of development control, profitability, and growth.
We have clearly executed on the control phase of ACIs development during the last five years, and
are now well into our profitability and growth phases.
Turning now to slide 10, we concluded that this is a compelling opportunity to enhance our role as
a global provider of enterprise payment software. Our highly complementary products and customer
bases would provide a rich set of capabilities and a broad portfolio of products across the entire
electronic payment spectrum. With S1 we believe we will also be able to provide enhanced services
to our customers by increasing our access to payment expertise around the world. ACI has a
pre-eminent brand and a strong global position, particularly in our payments of product families
serving retail banks and large financial institutions. The addition of S1 would also contribute to
our growing hosting business and further expand our international, online banking, and cash
management solutions.
We expect this transaction would expand ACIs global position. We see a lot of opportunity in
global retailer markets and in online banking and believe that S1s business would be a good add-on
to our already robust offerings. You know from our recent small scale acquisition of ISD
corporation that were investing in the growing retailer business. We expect a combination with S1
would further improve our futures and functionality in the international retailer business. We
think the combined entity
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
is attractive for both parties, as we see developing markets benefiting from the positive
secular trends in electronic payment transactions. The combined revenue hosting business would be
expected to be $100 million. This combination creates meaningful volume and scale on the hosted
business environment whose margins are dependent on high volume throughput. We are confident that
once this transaction is completed, we would validate and share with you the margin opportunities
of combining our global cost structure and adding volume to our fixed infrastructure.
With S1, ACI would be a larger, more diversified company that is strongly positioned across a wide
range of sectors and supported by a broad base of revenues and earnings. The transaction would
create important financial benefits that would position the combined company to compete more
profitably in the global marketplace. These benefits include significant cost savings opportunities
which we expect would be achieved by leveraging ACIs global cost infrastructure and result in
meaningful margin expansion. In addition, the combined companys expanded customer base should
create cross-selling opportunities.
The combined financial profile should be quite appealing for both ACI and S1 shareholders. ACI
already has significant free cash flows from our business and a solid conservatively levered
balance sheet. We believe the prudent use of our equity capital as well as bank loans to effect
this transaction would create an even stronger balance sheet for the combined business entity.
Importantly, we expect the transaction to be accretive to our earnings in 2012.
Turning now to slide 11, our view is that the combined company will benefit from increased scale.
The addition of S1 would bring ACIs enterprise value to approximately $1.7 billion. And the lower
chart demonstrates our pro forma revenue of $650 million in the trailing 12 month period would
bring us closer to our goal of achieving $1 billion in revenue.
I would like to point out that the combined trailing 12 months adjusted EBITDA of $110 million does
not include any of the significant cost savings that we believe we can achieve through this
transaction. Id also like to point out the opportunity we have to significantly improve S1s
margin and bring them in line with ours.
Slide 12 demonstrates how the acquisition of S1 would provide complementary products to ACIs
already robust portfolio of payment solutions. Our two companies do not share much end-user
customer overlap in the retail payment product family where ACI today derives two-thirds of its
revenue. However, we do believe that S1 has some interesting assets to offer us in our other
revenue categories. In particular, we believe the acquisition of S1 would provide breadth and
additional capabilities to what ACI does today in several key areas. These include expanding our
retailer business beyond North America, increasing our retail banking payments business down into
the mid-tier financial institutions, and adding function and global reach to our online banking
business offering, including new capabilities around branch banking and trade.
S1 would also bring a community banking segment. This is something that we would need to assess as
to its fit with the combined business.
On slide 13, you can see the healthy compound annual growth rate in our end software, which is
expected to grow nearly 10% over the next five years. Based on our existing guidance, ACI
represents approximately 5% within the financial payment software marketplace. The addition of S1
is expected to result in a top total wallet share of less than 8%. We see a lot of opportunity in
the home-grown and regional category, combining our international scope with S1s smaller FI
products would provide meaningful runway in emerging market economies.
As you can see from the pie chart on the top right, this growing software segment is just one of
three approaches that customers take to address their payment needs. Other large competitive
approaches include IT services, which include vendors like Infosys, Accenture, and IBM Global
Services,BPOs such as processors such as First Data and large card networks such as Visa and
Mastercard and the homegrown regional categories I just mentioned.
We continue to see the increasing presence of large competitors operating across all three of these
sectors. Turning to slide 14, this slide illustrates a three-year pro forma look at both companies
operating results, including our projected results for this calendar year. ACIs results over this
time period reflect our careful and steady model of growing top-line revenues. As we have
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
grown top-line revenues, weve also expanded our adjusted EBITDA margin by over 400 basis
points. We expect to continue expansion in 2011 as we move towards our stated goal of achieving
adjusted EBITDA margin of approximately 30%. The combined company would have significant free cash
flows that would give us the flexibility to delever quickly and ensure that we maintain a strong
flexible balance sheet for the continued growth and investment.
Turning now to slide 15, we expect the combination of ACI and S1 would result in substantial cost
savings. Our business model over the past five years has been to maintain a fixed global cost
infrastructure while growing incremental recurring revenues. We expect to be able to leverage this
global infrastructure to support the combined revenue stream. The specific areas of cost savings we
identified include overlapping corporate and public company costs, SG&A, product management,
hosting infrastructure, and facility costs. And as Ive mentioned, we expect these cost savings to
drive the margins of the combined business in line with ACIs healthier margins. ACI shareholders
have seen our ability to take low margin performing assets and grow them. We expect to be able to
move quickly and achieve these cost savings, allowing the transaction to be accretive in 2012.
Notably, we estimated that our savings would be more than double those estimated by S1 and Fundtech
in their merger announcement. Turning to slide 17, which gives an overview of the next steps in
this process, as I said earlier, we believe the S1 board has a clear choice in the two
possibilities before them. We are confident our proposal is financially and strategically superior
to the Fundtech merger agreement. We expect S1s board of directors to recognize the considerable
financial and strategic benefits of our proposal and declare it superior to the Fundtech merger.
Once this determination is made, then the Fundtech merger agreement would need to be terminated. We
would then execute a definitive merger agreement with S1, which would require the approval of S1
shareholders and customer regulatory approvals. We have committed financing for the cash portion of
the consideration and expect we can achieve a Q4 closing of this transaction. We stand ready and
willing to promptly engage with S1 in this transaction, and we are hopeful we will do so in the
near term to effect a transaction that benefits both our companies shareholders. That being said,
we are committed to making this transaction a reality.
So in conclusion, as you can see on slide 18, we firmly believe that our proposal is both superior
and more compelling to S1 and its shareholders than the merger agreement with Fundtech. We believe
that together ACI
and S1 would have greater scale and geographic reach to ensure the combined firm would be a
full-service payment software company serving customers of all sizes. We believe that both
companies shareholders will benefit from the strong cash flow generation and significant cost
saving opportunities inherent in a combined ACI S1, and we look forward to engaging with the S1
team to promptly conclude this transaction.
That concludes my prepared remarks about our proposal. I would now like to turn the call over to
Scott Behrens, who will discuss our financial and operating results for the second quarter. Scott?
Scott Behrens ACI Worldwide Inc CFO
Thanks, Bill, and good morning, everyone.
Please note that we have filed our normal earnings materials with the SEC and have also posted them
on our website. Ill be starting my comments on slide 11 of our earnings deck with key takeaways
from the quarter starting first with sales.
We continue to see strong customer demand which has driven sales up 36% over the prior year
quarter. And year to date we have seen sales growth of nearly 43% over the first half of last year.
Sales of new capacity services functionality have all contributed to the higher sales.
Turning next to 60 month backlog, which as we said in the past, is really the key barometer of how
we measure the long-term economic health and value of the business, the strong sales performance
contributed to the growth and backlog with 60 month backlog growing more than $27 million in the
quarter and nearly $75 million year to date. We also have a strong revenue quarter
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
coming in at just over $113 million, which represents an increase of nearly $30 million or
23% over the prior years second quarter. This was led by strong growth in recurring revenue, which
grew $16 million or 25% over the prior year quarter. And overall, more than 90% of our current
quarter revenue came out of backlog with the remaining revenue converting from current quarter
sales.
We saw operating expense growth primarily in selling and marketing expense, which is reflective of
our higher sales activity in the quarter, and also saw higher R&D expense which reflects our
investment in accelerating our product development really to meet higher customer sales demand.
Turning to slide 12, we saw strong growth in both operating income and adjusted EBITDA. Operating
income increased more than $6 million, or 135%, year over year. And adjusted EBITDA increased $7
million, or 55%, year over year. And below operating income, we saw a much lower effective tax rate
coming in at approximately 7%, as we benefited from the release of tax reserves as certain prior
tax years had reached the statute of limitations.
Turning then to slide 13, this is our normal depiction of the ratio of revenue derived from backlog
versus that portion of revenue derived from current period sales. As you can see to make this
consistent compared to last year, in overall, we are very pleased with our recurring revenues
coming out of backlog, which is providing us a stable, predictable, and solid base of our revenue
stream.
On slide 14, based on the strength of our performance for the first half of the year, we are
raising our full-year 2011 guidance expectation. We are now expecting revenue in a range of $450
million to $460 million, operating income in a range of $65 million to $69 million, and adjusted
EBITDA in a range of $101 million to $104 million. Additionally, after the strong first half year
sales, we are expecting full-year sales to track in the mid $500 million range.
So in summary, on a comparative basis with Q2 of last year, we saw strong growth in sales, strong
growth in revenue, which contributed to growth in operating earnings and adjusted EBITDA. In the
strength of the first half of the year and our visibility into the second half of the year, we have
raised our full-year guidance expectations. So overall, obviously, were very pleased with the
results of our second quarter and our strong first half of 2011.
And as a final comment, I just say we are pursuing the S1 transaction from a position of financial
strength. In this quarters results, as well as our performance over the last five years have
demonstrated our ability to execute on our strategy of building long-term economic value for our
shareholders. The S1 transaction allows us to accelerate our strategy of growth and long-term value
creation.
That concludes my prepared remarks. Operator, we are ready to open the line to questions at this
time.
QUESTIONS AND ANSWERS
Operator
Certainly. (Operator Instructions). And your first question comes from the line of Gil Luria from
Wedbush Securities. Your line is open.
Gil Luria Wedbush Securities Analyst
Thank you, and good morning.
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FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
First I wanted to pause on the quarter. It seems like you guys are doing better than, I dont
know, ever, at least the last five years can you pause a little bit and tell us a little bit
about where the bookings, the very high bookings numbers are coming from in terms of products, the
drivers of those bookings, and maybe even the geographic breakdown?
Scott Behrens ACI Worldwide Inc CFO
I think our overall sales bookings are strong in all regions. If you look at the earnings deck that
we have, we provided our normal earnings material. You will see strong growth in all three regions.
And really, you know, the strong growth in sales, as well as our strong recurring revenue, it has
really set us up strong for performance here in the first half.
Gil Luria Wedbush Securities Analyst
Then Ill use my follow-up on S1. You talked about the some of the businesses there that arent
necessarily a natural fit maybe the consumer online banking they have is not necessarily the best
fit for what you guys do. Could you tell us what portion of S1s revenue those are?
Phil Heasley ACI Worldwide Inc CEO
Gil, this is Phil Heasley. I think the community banking piece that were referencing is I dont
want to give an exact number, but its somewhere around $50 million to $60 million.
Gil Luria Wedbush Securities Analyst
Thank you very much.
Operator
Your next question comes from the line of George Sutton from Craig-Hallum. Your line is open.
George Sutton Craig-Hallum Analyst
Good morning, and congratulations on both the earnings and the proposed transaction. Phil, you
obviously had an interesting relationship, competitive relationship with S1 for a long time. Im
curious will this be the first time this morning that the board or management team are aware of
this interest?
Phil Heasley ACI Worldwide Inc CEO
George, you know, were here today to, you know, put forward a proposal to S1. We really cant
we cant really discuss what took place or didnt take place previous to this morning.
George Sutton Craig-Hallum Analyst
Okay. The on the financial side is my follow-up. The term extension was very strong and Im just
curious if you could simplify the reasons for that strength this quarter.
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7
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
Phil Heasley ACI Worldwide Inc CEO
Well, yes. I think the long-term interest in our product set is continuing very strong and growing,
and thats reflecting thats reflecting, you know, the hundreds of millions of dollars we
invested in EPS over the last decade are beginning to accrue benefits
George Sutton Craig-Hallum Analyst
So it wasnt one large transaction, in other words?
Phil Heasley ACI Worldwide Inc CEO
No, sir.
George Sutton Craig-Hallum Analyst
Okay. Very good. Thank you.
Operator
Your next question comes from the line of Tom McCrohan from Janney. Your line is open.
Tom McCrohan Janney Montgomery Scott Analyst
Hey, guys, just two questions. One on the trends in sales, and then a question on the accretion for
the deal. For is it reasonable to expect the trend in quarterly sales to kind of mimic what it
did last year,where we had it was really strong the first half, but last year, the second half was
relative to the first half was really strong. So Im wondering if that kind of phasing should be
expected for this year?
Phil Heasley ACI Worldwide Inc CEO
Well, obviously, we have youre right. We have started the year strong. We are raising our
full-year guidance expectations. You know, we have said we thought wed land somewhere in the high
$400 million range. We are now raising that to the mid $500 million range. So in terms of math, you
can see what our second half of the year is going to look like.
Tom McCrohan Janney Montgomery Scott Analyst
Okay. And then on the accretion, is there any assumptions you can share with us on how you get to
an expectation for an accretive deal in 2012, as in like what kind of EBITDA margins are you
modeling for S1 for an accretive deal?
Phil Heasley ACI Worldwide Inc CEO
Our expectations are and our models that we have put together are that we would get the S1 business
to our healthier EBITDA margins.
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8
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
Tom McCrohan Janney Montgomery Scott Analyst
By 2012?
Phil Heasley ACI Worldwide Inc CEO
We would be able to our plan is to execute on the cost savings synergies in short order and be
able to get those significant synergies done and be accretive in 2012, yes.
Tom McCrohan Janney Montgomery Scott Analyst
Okay. Thank you.
Operator
Your next question comes from the line of Brett Huff from Stephens Inc. Your line is open.
Brett Huff Stephens Analyst
Good morning, everybody.
Phil Heasley ACI Worldwide Inc CEO
Good morning.
Scott Behrens ACI Worldwide Inc CFO
Good morning.
Brett Huff Stephens Analyst
Congrats on a nice quarter, and congrats on a nice bid for S1. On the quarter, first question, in
terms of the guidance versus our model I think versus what most expectations were, you guys sort of
soundly beat the numbers. And the guidance, while up, isnt up quite as much as what at least
versus our model or what the street is expecting. Is this just being conservative or have we pulled
things forward or recognized things quicker in Q2 that we thought we were going to recognize in Q3
or Q4? Can you just maybe give us some color on that?
Scott Behrens ACI Worldwide Inc CFO
Brett, Ill answer that. We pulled absolutely nothing forward. Were seeing secular improvement in
the business. You know, for the last I dont know how many years, you guys keep asking us can we
really make the second half of the year. And weve raised guidance and we like to we like to
present numbers that we can that our forecasts support meeting or slightly beating and were
just sticking to that were keeping to the same discipline weve had for the last several years.
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9
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
Brett Huff Stephens Analyst
Okay. And then on the synergies, you outlined at a high level what the potential synergies could be
on an ACIW/S1 deal. Can you get a little more specific on what some of those might be? I understand
some of the public company costs and things like that, but in terms of product consolidations or
things like that, any more additional color maybe one level down?
Scott Behrens ACI Worldwide Inc CFO
Brett, those are details we really want to sit down with S1 and have conversations with them before
we would before we would talk about them publicly.
Brett Huff Stephens Analyst
Okay. Thats what I needed. Thank you for your time.
Operator
Your next question comes from the line of Wayne Johnson from Raymond James. Your line is open.
Wayne Johnson Raymond James Analyst
Hi, yes. Good morning.
Just first on the core business, can you talk about any conversions to EPS in Q2? Whats the
expectation for conversions to base24 EPS from classic in the second half? Thats kind of number 1.
And number 2, can you guys give us some sense of how we should be thinking about 2012, 2013 in
terms of those conversions for your core business? Because it seems like at this stage in the year,
you guys were going to have to know that well in advance. So can you give us any guidance on those
metrics, that would be very helpful.
Scott Behrens ACI Worldwide Inc CFO
Well, in talking about conversions from classic to EPS, I think you know that in our dialogues with
our customers, that we stated the last couple, three quarters that we put in a series of programs
with our customers that this will actually be a multi-step process. Theres not going to be a big
bang conversions between one and the other. We have started several of those we have started
several of those activities, which will be multi-year everyone of them will be multi-year in
nature, and I think that answers your first question.
The second question about 2012 and 2013, we cant give you, you know, we never give guidance for
the next year. We really cant do it right now.
Wayne Johnson Raymond James Analyst
Okay. And just just a quick follow-up, so in terms of the proposed S1 merger, if I understood
the previous Q&A correctly, the company believes that they can get all the synergies, all the
expected synergies in a vacuum without any more growth in a single year from the time within
2012? Did I hear that correctly?
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10
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
Phil Heasley ACI Worldwide Inc CEO
Yes. So our expectation is that, you know, we can close this deal as early as the fourth quarter of
this year. We would action our synergy plans in short order. You know, certain ones would take a
little longer when it comes to sites and facilities. But we would be able to execute in short order
and be accretive in 2012.
Wayne Johnson Raymond James Analyst
Okay. Thank you.
Operator
Your next question comes from the line of John Kraft from DA David. Your line is open.
John Kraft DA Davidson Analyst
Good morning, guys. Congratulations on a nice Q2.
Phil Heasley ACI Worldwide Inc CEO
Thanks, John.
Scott Behrens ACI Worldwide Inc CFO
Thanks.
John Kraft DA Davidson Analyst
As far as the S1 deal, at least on the payment side, clearly youve been increasingly competitive
with them in the middle markets. How do you plan on targeting the middle markets going forward?
Would this be something where you integrate the two products and have a better product or leave the
S1 suite alone for that middle market?
Phil Heasley ACI Worldwide Inc CEO
Again, those are details we really want to sit and discuss with S1. But we did say in our press
release that we are firmly committed to our existing road map.
John Kraft DA Davidson Analyst
Okay. And then back to the core business in Q2, the sales booking was obviously very, very
impressive, and I guess I apologize if I missed this, as well. But was that major new international
payment processing account, was that a big chunk of that or was the sales booking in the quarter
fairly diversified?
Scott Behrens ACI Worldwide Inc CFO
It was fairly diverse.
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11
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
John Kraft DA Davidson Analyst
Okay. Thanks, guys.
Operator
(Operator Instructions). Your next question comes from the line of Michael Saloio from Sidoti. Your
line is open.
Michael Saloio Sidoti Analyst
Hi, its Mike from Sidoti. Thank you for taking my question. I guess Im trying to get a better
sense on how you arrived at the valuation for SONE? If you could give me a list of comparative
companies you looked at or a range of multiples on what you think EBITDA could be when they, you
know, as you said, as their margins improve closer to where yours are?
Scott Behrens ACI Worldwide Inc CFO
Well, what weve looked at is, you know, our expectation is that both companies would continue from
a revenue perspective on organic growth trajectories. And then what weve also modeled in obviously
is our cost synergies in a plan to get them to our healthier EBITDA margins. And thats, you know,
essentially how we got it our valuation.
Michael Saloio Sidoti Analyst
Okay. And any sense on what kind of comparable company analysis you may have done as far as what
multiple youre using on that?
Scott Behrens ACI Worldwide Inc CFO
No. We wouldnt provide any of that information.
Michael Saloio Sidoti Analyst
All right. Thats all I have. Thanks.
Operator
Your next question comes from the line of Wayne Johnson from Raymond James. Your line is open.
Wayne Johnson Raymond James Analyst
Yes. I was wondering, regarding the middle market and lower smaller community banks, credit
unions, what have you, can you talk a little bit about the cash management and treasury management
of S1 versus the service offerings for ACI? Was it at the major attraction? Can you just break that
out a little bit? Have you been seeing S1 in the market more and more often, more frequently, that
cash and treasury management side?
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12
FINAL TRANSCRIPT
Jul. 26. 2011 / 12:30PM, ACIW Q2 2011 ACI Worldwide, Inc. Earnings Call and Disscussion on
Proposal to Acquire S1 Corporation
Phil Heasley ACI Worldwide Inc CEO
We really dont want to discuss intimate details of our offer until weve had the ability to sit
down and have a meaningful conversation with S1.
Well, thanks, everyone, for the questions. Im sure well be talking to you soon. Thank you.
Operator
This concludes todays conference call. You may now disconnect.
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13
Forward-Looking Statements
This transcript contains forward-looking statements based on current expectations that involve a
number of risks and uncertainties. All opinions, forecasts, projections, future plans or other
statements other than statements of historical fact, are forward-looking statements and include
words or phrases such as believes, will, expects, would and words and phrases of similar
impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
We can give no assurance that such expectations will prove to have been correct. Actual results
could differ materially as a result of a variety of risks and uncertainties, many of which are
outside of the control of management. These risks and uncertainties include, but are not limited to
the following: (1) that a transaction with S1 may not be completed on a timely basis or on
favorable terms, (2) negative effects on our business or S1s business resulting from the pendency
of the merger, (3) that we may not achieve the synergies and other expected benefits within the
expected time or in the amounts we anticipate, (4) that we may not be able to promptly and
effectively integrate the merged businesses after closing and (5) that the committed financing may
not be available. Other factors that could materially affect our business and actual results of
operations are discussed in our most recent 10-Ks as well as other filings with the SEC available
at the Securities and Exchange Commission (SEC) website at www.sec.gov.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation
to publicly update or revise any of them in light of new information, future events or otherwise.
Available Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. After any merger agreement is finalized with
S1 or an exchange offer is commenced, ACI will file with the SEC a registration statement on Form
S-4 containing a prospectus and other documents with respect to the proposed acquisition of S1 and
would then mail a prospectus to S1 shareholders. INVESTORS AND SECURITY HOLDERS OF S1 AND ACI ARE
URGED TO READ THE APPLICABLE PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders will be able to obtain free copies of the registration statements
and prospectuses (when available) and other documents filed with the SEC by ACI through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ACI will
be available free of charge on ACIs internet website at www.aciworldwide.com or by contacting
ACIs Investor Relations Department at 646-348-6706.