TNS, Inc. Announces Third Quarter 2009 Financial Results

http://www.businesswire.com/news/home/20091102006193/en

- Q3 Adjusted Earnings Reach $0.65 per Share Excluding $0.05 in Severance
Charges -

- Generates $34 Million in Cash from Operations, Repays $20 Million in Debt -

- Expects to Achieve Annualized Synergies Related to CSG Acquisition of
$0.24-$0.30 in Adjusted Earnings per Share -

- Updates 2009 Revenue and Adjusted Earnings Outlook -
RESTON, Va.--(Business Wire)--
TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective
data communications services for transaction-oriented applications, today
reported its third quarter 2009 results.

Henry H. Graham, Jr., CEO, commented, "TNS` execution in the third quarter of
2009 remained solid despite a challenging environment, resulting in adjusted
earnings per share, excluding severance charges, above our outlook range. The
Communication Services Group acquisition continues to contribute strongly to the
performance of our Telecommunication Services Division, with the expanded
product suite enhancing our competitive position and enabling us to win new
business. Our Financial Services Division completed a large customer migration
and added new endpoints as we continued to expand our growing community of
interest. Our POS Division revenues increased for the second consecutive
quarter, and while our International Services Division`s revenues decreased from
last year in local currency, revenues in this division increased on a sequential
basis. In the fourth quarter, the step-down from last year in global POS
transaction volumes, which we attribute to the global economic downturn, will
reach its first anniversary. We remain focused on our growth strategies in all
divisions, strict cost control and cash generation, and investing selectively to
further strengthen our global competitive positioning."

TNS acquired the Communication Services Group on May 1, 2009 and has included
its results in the Telecommunication Services Division from that date.
Therefore, third quarter 2009 results are not comparable to those of prior
periods.

Total revenue for the third quarter of 2009 increased 58.1% to $140.1 million
from third quarter 2008 revenue of $88.6 million.

Third quarter 2009 GAAP net income was $3.2 million, or $0.12 per share, versus
third quarter 2008 GAAP net income of $1.9 million, or $0.07 per share. Included
in third quarter 2009 and 2008 results are pre-tax charges associated with
severance of $1.7 million, or $0.05 per share, and $0.7 million, or $0.02 per
share, respectively. Excluding these charges, third quarter 2009 GAAP net income
was $4.4 million, or $0.17 per share, versus $2.4 million, or $0.09 per share,
in third quarter 2008.

Earnings before interest, taxes, depreciation, and amortization (EBITDA) before
stock compensation expense for the third quarter of 2009 increased 63.9% to
$36.8 million versus $22.5 million for the third quarter of 2008. Excluding the
above-mentioned pretax severance charges from third quarter 2009 and 2008
results, EBITDA before stock compensation expense increased 66.9% to $38.6
million from $23.1 million. On a constant dollar basis and excluding the pre-tax
charges, EBITDA before stock compensation expense for the third quarter of 2009
increased 72.5% to $39.9 million.

Adjusted earnings increased 45.9% to $15.5 million, or $0.60 per share, for the
third quarter of 2009 compared to adjusted earnings of $10.6 million, or $0.42
per share, for the third quarter of 2008. Excluding the above-mentioned pretax
severance charges from third quarter 2009 and 2008 results, adjusted earnings
for the third quarter of 2009 increased 51.6% to $16.9 million, or $0.65 per
share. On a constant dollar basis excluding pretax charges, adjusted earnings
for the third quarter of 2009 increased 59.9% to $17.8 million, or $0.68 per
share. (EBITDA before stock compensation expense, adjusted earnings and adjusted
earnings per share are non-GAAP measures. See "Financial Measures" below for a
discussion of these metrics.)

The table below discloses adjusted earnings and adjusted earnings per share,
excluding severance charges, at currency exchange rates reported for third
quarter 2009 and at the 2008 rate.

(In millions, except per share and share amounts)

Third Third % Third Quarter %

Quarter
Quarter
Change
2009 @ 2008
Change@

2009
2008
FX Rates
2008 FX Rates

Revenues $140.1 $88.6 58.1% $143.8 62.3%

After tax adjusted earnings $16.9 $11.2 51.6% $17.8 59.9%
Earnings per share $0.65 $0.44 47.7% $0.68 54.6%
Shares Outstanding 26.1 25.5 2.3% 26.1 2.3%

Financial Review:

Third Quarter 2009

* Third quarter 2009 total revenue increased 58.1% to $140.1 million from third
quarter 2008 revenue of $88.6 million. Included in revenue are the following
components:

* Revenue from the International Services Division decreased 14.0% to $35.9
million from third quarter 2008 revenue of $41.7 million. The adverse affect of
foreign currency translation was $3.7 million. On a constant dollar basis, ISD
revenue decreased 5.3% primarily due to lower transaction volumes in key markets
and to a lesser extent from a reduction in software development revenue for our
card-not-present payment gateway and the loss of two customers in TNS` UK
processing business, partially offset by continued market share gains in other
geographies, similar to last quarter.
* Revenue from the Financial Services Division increased 2.4% to $12.0 million
from third quarter 2008 revenue of $11.7 million. Revenues increased primarily
through continued growth in the number of customer endpoints connected to our
network, partially offset by a lower number of logical virtual connections and
to a lesser extent a decrease in market data access revenue.
* Revenue from the Telecommunication Services Division increased $55.9 million
to $72.4 million from third quarter 2008 revenue of $16.5 million due primarily
to the inclusion of the acquired CSG business. This was partially offset by a
loss of revenue from TNS` former caller ID partner which, as the Company
disclosed last quarter, occurred primarily as a result of the CSG acquisition.
* Revenue from the POS Division increased 5.7% to $19.8 million from $18.7
million in third quarter 2008, due to a $1.2 million increase in revenue from
sales of managed broadband services and a $1.2 million increase in ATM
processing revenue. This was partially offset by a $1.3 million decrease in dial
revenue attributable to a 6.0% decrease in transaction volumes, which the
Company believes is primarily due to softness in the economy, and a decrease in
revenue per transaction mainly resulting from the renewal of certain customer
contracts at reduced rates.

Third quarter 2009 gross margin increased 30 basis points to 53.7% from 53.4% in
the third quarter of 2008. On a constant dollar basis, third quarter gross
margin increased 50 basis points to 53.9% compared with third quarter 2008`s
level.

Outlook:

TNS is updating its Full Year 2009 outlook as follows:

* Revenue outlook moderated slightly to $474 - $478 million from $478 - $486
million , reflecting the following assumptions:

* In TSD, pass-through revenues, which are recorded at cost and therefore carry
no gross margin, estimated to be $3 million lower than previously forecast;
* In TSD and ISD, slight delays in the timing of customer implementations,
causing approximately $2 million in revenues to shift into early 2010 from
fourth quarter 2009
* In FSD, some further rationalization in LVCs and market data access estimated
at $1 million
* In global POS, a more conservative view of seasonal fluctuations in dial-up
POS transaction volumes
* Adjusted earnings per share outlook increased slightly to $2.12 - $2.18 from
$2.05 - $2.15, reflecting primarily the anticipated CSG integration synergies as
described below as well as the outperformance from TNS` third quarter outlook.

TNS expects to realize annualized pretax integration synergies of $1 million, or
$0.03 per share in the fourth quarter of 2009, $5 million to $6 million
annualized, or $0.15 - $0.18 per share, in 2010, and $2 million to $3 million
annualized, or $0.06 and $0.09 per share, in 2011, for total anticipated
annualized pretax synergies of $8 million to $10 million, or $0.24 - $0.30 per
share. TNS anticipates that these savings will be fully implemented on a run
rate basis by the beginning of the fourth quarter of 2010.

The tables below disclose TNS` revised outlook for adjusted earnings and
adjusted earnings per share for 2009.

Full Year 2009
(In millions, except per share amounts)

Full Year 2009 Full Year %

2008
Change

Revenues $474 - $478 $344.0 38% - 39%

After tax adjusted earnings $55.1 - $56.7 $40.2 37% - 41%
Earnings per share $2.12 - $2.18 $1.60 33% - 36%
Shares Outstanding 26.0 25.2 3%

Fourth Quarter 2009
(In millions, except per share amounts)

Fourth Fourth %

Quarter
Quarter
Change

2009
2008

Revenues $137 - $141 $81.1 69% - 74%

After tax adjusted earnings $16.4 - $18.0 $10.6 55% - 70%
Earnings per share $0.62 - $0.68 $0.42 48% - 62%
Shares Outstanding 26.5 25.3 5%

Please note that 2008 and 2009 Full Year results exclude the non-recurring items
previously disclosed.

Dennis L. Randolph, Jr., Executive Vice President and CFO, commented, "TNS`
focus on execution combined with our business model`s high operating leverage
generated $34 million in cash from operations in the third quarter, an increase
of 80% over last year`s level. In keeping with our discipline, we applied $20
million of this cash to debt repayment, and have, to date, repaid a total of $45
million or 11% of our total outstanding debt since the closing date of the CSG
acquisition. We are moving smoothly through the CSG integration plan and have
identified $0.24-0.30 per share in annualized network, database and operational
synergies that we expect to fully realize on a run rate basis by the fourth
quarter of next year. We have updated our revenue outlook to primarily reflect
lower pass-through revenues and timing changes in the implementation of certain
new customer wins. For the remainder of the year, we continue to focus on
execution."

Financial Measures

In addition to the results presented in accordance with generally accepted
accounting principles, or GAAP, in this press release, the company presents
EBITDA before stock compensation expense, adjusted earnings and adjusted
earnings per share, which are non-GAAP measures. The company believes that these
measures, viewed in addition to and not in lieu of the company`s reported GAAP
results, provide additional useful information to investors regarding the
company`s performance and overall operating results exclusive of selected
significant non-cash items, as described below. These metrics are frequently
requested by investors and are also an integral part of the Company`s internal
reporting to measure the performance of reportable segments and the overall
effectiveness of senior management. EBITDA is determined by taking income from
operations and adding back certain non-cash items, including amortization of
intangible assets, depreciation and amortization of property and equipment and
stock compensation expense. Adjusted earnings is determined by taking pretax
income or loss after equity in net loss of unconsolidated affiliates and adding
back certain non-cash items, including amortization of intangible assets, stock
compensation expense and the amortization of debt issuance costs, and the result
is tax effected at a 20% rate. A reconciliation to comparable GAAP measures is
provided in the accompanying schedule. These non-GAAP measures may not be
comparable to similarly titled measures presented by other companies.

Conference Call

TNS will hold a conference to discuss third quarter 2009 results today, November
2, 2009, at 5:00 p.m. Eastern Time. The dial-in number for the conference call
is 617-847-8704, passcode # 52805026. The call is also being webcast, and there
will be an accompanying slide presentation, which can be accessed at
www.tnsi.com.

For those who cannot listen to the live broadcast, a replay of the call will be
available from November 2, 2009 at 8:00 p.m. Eastern Time through November 9,
2009, and can be accessed by dialing 617-801-6888, passcode # 14762620.

About TNS

Transaction Network Services (TNS) is an international data communications
company that enables payments, money and voices to move around the world.

TNS' mission is to enable the world to transact. It does this through a broad
range of networking, data communications and value added services, which it
provides to many of the world's leading retailers, banks/processors,
telecommunications companies and financial markets.

Since its inception in 1990, TNS has designed and implemented multiple data
networks, each designed specifically for the transport of transaction-oriented
data. TNS' networks support a variety of widely accepted communications
protocols and are designed to be scalable and accessible by multiple methods.
Today, TNS has offices throughout the world serving customers in 28 countries
with the ability to provide services in other countries. For further information
about TNS, please visit www.tnsi.com.

Forward-Looking Statements

The statements contained in this release that are not historical facts are
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on
current expectations, forecasts and assumptions that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in, or implied by, the forward-looking statements. The company has
attempted, whenever possible, to identify these forward-looking statements using
words such as "may," "will," "should," "projects," "estimates," "expects,"
"plans," "intends," "anticipates," "believes," and variations of these words and
similar expressions. Similarly, statements herein that describe the company`s
business strategy, prospects, opportunities, outlook, objectives, plans,
intentions or goals are also forward-looking statements. Actual results may
differ materially from those indicated by such forward-looking statements as a
result of various important factors, including: the company`s reliance upon a
small number of customers for a significant portion of its revenue; competitive
factors such as pricing pressures; uncertainties related to the updated
international tax planning strategy implemented by the company; the company`s
ability to grow its business domestically and internationally by generating
greater transaction volumes, acquiring new customers or developing new service
offerings; fluctuations in the company`s quarterly results because of the
seasonal nature of the business and other factors outside of the company`s
control, including fluctuations in foreign exchange rates and the continuing
impact of the current economic recession; the company`s ability to identify,
execute or effectively integrate acquisitions, including the acquisition of CSG;
increases in the prices charged by telecommunication providers for services used
by the company; the company`s ability to adapt to changing technology; the
Company`s ability to refinance its senior secured credit facility and its
ability to borrow funds in amounts sufficient to enable it to service its debt
or meet its working capital and capital expenditure requirements; additional
costs related to compliance with the Sarbanes-Oxley Act of 2002, any revised New
York Stock Exchange listing standards, Securities and Exchange Commission (SEC)
rule changes or other corporate governance issues; and other risk factors
described in the company`s annual report on Form 10-K filed with the SEC on
March 16, 2009. In addition, the statements in this press release are made as of
November 2, 2009. The company expects that subsequent events or developments
will cause its views to change.

The company undertakes no obligation to update any of the forward-looking
statements made herein, whether as a result of new information, future events,
changes in expectations or otherwise. These forward-looking statements should
not be relied upon as representing the company`s views as of any date subsequent
to November 2, 2009.

TNS, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for share and per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2009 2008 2009 2008
Revenues $ 140,105 $ 88,629 $ 337,322 $ 262,903
Operating expenses:
Cost of network services 64,940 41,274 160,044 124,206
Engineering and development 10,379 7,252 27,294 22,120
Selling, general, and administrative 30,942 20,965 72,870 61,364
Depreciation and amortization of property and equipment 9,013 6,140 22,841 18,201
Amortization of intangible assets 9,102 5,869 22,859 18,327
Total operating expenses(1,2) 124,376 81,500 305,908 244,218

Income from operations 15,729 7,129 31,414 18,685
Interest expense (3) (11,952) (2,390) (24,821) (8,730)
Other income (expense) 583 (688) 370 (582)
Income before income taxes, and equity in net loss of unconsolidated affiliates 4,360 4,051 6,963 9,373
Income tax provision (1,129) (2,141) (3,250) (4,766)
Equity in net loss of (27) (23) (80) (94)
unconsolidated affiliates
Net income $ 3,204 $ 1,887 $ 3,633 $ 4,513
Basic and diluted earnings per share:
Basic net income per common share $ 0.13 $ 0.08 $ 0.14 $ 0.18
Diluted net income per common share $ 0.12 $ 0.07 $ 0.14 $ 0.18
Basic weighted average common shares outstanding 25,481,084 24,989,865 25,279,307 24,667,442
Diluted weighted average common shares outstanding 26,149,432 25,549,865 25,624,200 25,141,792

FOOTNOTES:
(1) Included in operating expenses for the nine months ended September 30, 2008 is a pretax benefit related to the settlement of a state sales tax liability of $0.9 million, or $0.03 per share. Included in the three and nine months ended September 30, 2008 were pretax severance charges of $0.7 million, or $0.02 per share.
(2) Included in operating expense for the nine months ended September 30, 2009 is a pretax charge of $1.6 million, or $0.04 per share, relating to professional fees for the CSG acquisition, which were expensed in accordance with SFAS 141(r). Included in the three and nine months ended September 30, 2009 are pretax charges of $1.7 million, or $0.05 per share, relating to severance.
(3) Included in interest expense for the nine months ended September 30, 2009 was a $1.7 million pretax charge, or $0.04 per share, related to the write off of deferred finance fees on the 2007 credit facility, following the completion of the 2009 Credit Facility.

TNS, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

September 30, December 31,
2009 2008
ASSETS
Current assets:
Cash and cash equivalents $ 28,674 $ 38,851
Accounts receivable, net 95,314 69,501
Other current assets 19,640 12,121
Total current assets 143,628 120,473

Property and equipment, net 113,380 58,795
Goodwill 16,534 10,954
Identifiable intangible assets, net 278,282 151,811
Other assets 18,476 19,881
Total assets $ 570,300 $ 361,914

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and other current liabilities $ 77,742 $ 59,424
Deferred revenue 13,673 16,360
Current portion of long-term debt (1) 11,063 -
Total current liabilities 102,478 75,784

Long-term debt, net of current portion and discount (1) 339,057 178,500
Other liabilities 4,133 4,815
Total liabilities 445,668 259,099

Total stockholders' equity 124,632 102,815
Total liabilities and stockholders' equity $ 570,300 $ 361,914

FOOTNOTES:
(1) Reconciliation of long -term debt balance:

Current portion of long-term debt 11,063
Long-term debt, net of current portion and discount 339,057
350,120
Unamortized Original Issue Discount 18,380
2009 Credit Facility outstanding at September 30, 2009 368,500

TNS, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2009 2008 2009 2008
Net income $ 3,204 $ 1,887 $ 3,633 $ 4,513
Non-cash items 27,161 17,657 66,712 45,473
Working capital changes 3,241 (860) 3,919 (1,498)
Net cash provided by operating activities: 33,606 18,684 74,264 48,488
Purchases of property and equipment, net (12,668) (11,551) (23,804) (25,269)
Cash paid for business acquisitions, net of cash acquired (3,805) - (230,002) -
Net cash used in investing activities: (16,473) (11,551) (253,806) (25,269)
Proceeds from issuance of long-term debt, net (1) - - 201,612 -

Repayment of long-term debt (20,000) (7,000) (40,000) (25,000)
Payment of long-term debt financing costs - - (175) (75)
Proceeds from stock option exercise 7,020 643 7,401 9,589
Purchase of treasury stock (646) (358) (1,458) (1,919)
Net cash (used in) provided by financing activities: (13,626) (6,715) 167,380 (17,405)
Effect of exchange rates on cash and cash equivalents 2,041 (104) 1,985 (603)
Net increase (decrease) in cash and cash equivalents 5,548 523 (10,177) 5,211
Cash and cash equivalents, beginning of period 23,126 22,493 38,851 17,805
Cash and cash equivalents, end of period $ 28,674 $ 23,016 $ 28,674 $ 23,016

FOOTNOTES:
(1) Reconciliation of proceeds from issuance of long-term debt and 2009 Credit Facility

Proceeds from issuance of long-term debt 201,612
Original Issue Discount 23,000
Financing fees related to issuance of debt 5,388
2009 Credit Facility 230,000

TNS, Inc.
Reconciliation of Non-GAAP Information
(In thousands)
(Unaudited) Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2009 2008 2009 2008
EBITDA before stock
compensation expense:
Income from operations (GAAP) $ 15,729 $ 7,129 $ 31,414 $ 18,685
Add back the following items:
Depreciation and amortization of property and equipment 9,013 6,140 22,841 18,201
Amortization of intangible assets 9,102 5,869 22,859 18,327
Stock compensation expense 2,985 3,326 7,517 9,374
EBITDA before stock compensation expense(1,2) $ 36,829 $ 22,464 $ 84,630 $ 64,587

Adjusted Earnings:
Income before income taxes and equity in net loss of unconsolidated affiliates (GAAP) $ 4,360 $ 4,051 $ 6,963 $ 9,373
Add back the following items: Equity in net loss of unconsolidated affiliates (27) (23) (80) (94)
Amortization of intangible assets 9,102 5,859 22,859 18,327
Other debt related costs 2,977 69 7,715 215
Stock compensation expense 2,985 3,326 7,517 9,374
Adjusted earnings before income taxes 19,397 13,292 44,973 37,195
Income tax provision at 20% (3,879) (2,658) (8,995) (7,439)
Adjusted earnings(3) $ 15,518 $ 10,634 $ 35,978 $ 29,756

Weighted average common shares - diluted 26,149,432 25,549,865 25,624,200 25,141,792
Adjusted earnings per common share - diluted $ 0.60 $ 0.42 $ 1.40 $ 1.18

FOOTNOTES:
(1) Excluding the $0.9 million benefit from the settlement of the
state sales tax liability and $0.7 million severance charge,
EBITDA before stock compensation expense for the three and nine
months ended September 30, 2008 was $23.1 million and $64.4
million, respectively.
(2) Excluding the $1.6 million charge related to the acquisition of
CSG and the $1.7 million charge related to severance, EBITDA
before stock compensation expense for the three and nine months
ended September 30, 2009 was $38.6 million and $88.0 million,
respectively.
(3) Excluding the $0.9 million pretax benefit from the settlement of
the state sales tax liability and the $0.7 million pretax
severance charges, adjusted earnings for the three and nine
months ended September 30, 2008 were $11.2 million or $0.44 per
share, and $29.5 million, or $1.17 per share, respectively.
Excluding the $1.6 million pretax charge for professional fees
related to the acquisition of CSG and $1.7 million pretax,
charge related to severance, adjusted earnings for the three and
nine months ended September 30, 2009 were $16.9 million, or
$0.65 per share, and $38.7 million, or $1.50 per share,
respectively.

TNS, Inc. Investor Relations
703-453-8459
investorrelations@tnsi.com
or
Lippert/Heilshorn & Associates
Jody Burfening/Carolyn Capaccio
212-838-3777

Copyright Business Wire 2009