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TNS, Inc. Announces $8-10 Million in Cost Reduction Initiatives, Previews Q3 Results.


* Company Announces Acquisition of JPG See JPEG.

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 Telecom SAS (1) (SAS Institute Inc., Cary, NC, www.sas.com) A software company that specializes in data warehousing and decision support software based on the SAS System. Founded in 1976, SAS is one of the world's largest privately held software companies. See SAS System. ; Also Announces 3-Year Outsource Contract with JPG's Largest Customer; Transactions Expected to be Substantially Accretive to 2007 Earnings

* Board Will Formally Dissolve Special Committee

RESTON, Va. -- TNS TNS

transcutaneous neural stimulation.
, Inc. (NYSE NYSE

See: New York Stock Exchange
: TNS), a leading provider of business-critical, cost-effective data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another.  services for transaction-oriented applications, today provided updated information related to cost-cutting initiatives and third quarter 2006 performance. The board of directors has indicated that, with the recent departure of its former chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , there will no longer be a need for a Special Committee.

Cost Reduction Initiative

TNS has completed a thorough review of its corporate and divisional expenses, and identified approximately $8 to $10 million in costs it plans to eliminate by year-end 2006. These costs lie primarily in selling, general and administrative expenses. TNS is currently in the process of refining these plans and expects to provide more details on the savings, and any charges to be taken against third and fourth quarter 2006 earnings, during its third quarter 2006 earnings call on November 1.

JPG Telecom SAS Acquisition

As part of its international growth strategy, TNS also announced that its International Services Division acquired JPG Telecom SAS, an end-to-end telecommunications service provider A Telecommunications Service Provider or TSP is a type of Communications Service Provider that has traditionally provided telephone and similar services. This category includes ILECs, CLECs, and mobile wireless companies.  focused on the French point-of-sale market, for $8.5 million on September 8, 2006. In connection with this transaction, TNS entered into a 3-year exclusive outsource contract with JPG's largest customer.

The acquisition and new contract provide TNS with approximately an additional 15% of the French market for dial-up point-of-sale transactions. After the acquisition, TNS will become the leading supplier of dial services to the point-of-sale market in France. TNS estimates that these transactions will be slightly accretive to fourth quarter 2006 earnings and will add approximately $0.09 to $0.10 to adjusted earnings per share in 2007, depending upon the impact of foreign currency exchange and the timing of the migration of the traffic onto our network.

Henry Graham Henry Graham (born 1930) is a British poet. He was part of the Liverpool poetry scene in the 1960s. He is presently one of the poetry editors of the British literary magazine Ambit. , Chief Executive Officer, stated, "The JPG acquisition fits TNS' strategic criteria extremely well, leveraging new transactions onto our existing network infrastructure, deepening our customer concentration, improving our competitive position within the French market and offering near-immediate accretion. Further, our pan-European network will support JPG's customers as they pursue their European expansion plans."

Board of Directors to Dissolve Special Committee

In March 2006, the Board of Directors formed a Special Committee of the Board to evaluate a conditional proposal by members of senior management to buy TNS. The Special Committee determined that the proposal undervalued Undervalued

A stock or other security that is trading below its true value.

Notes:
The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating.
 the Company and was contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 obtaining financing. Despite being requested to do so by the Special Committee, the group never provided evidence that they could finance their original proposal or any other proposal. As previously disclosed, the Special Committee, advised by Deutsche Bank Deutsche Bank AG (IPA: /'dɔɪ.tʃə/[1]) (ISIN: DE0005140008, NYSE: DB) (English: German Bank  Securities Inc. as its financial advisor, and by Gibson, Dunn & Crutcher LLP LLP - Lower Layer Protocol  and Morris, Nichols, Arsht and Tunnell LLP as its legal advisors, also invited third parties to prepare offers for the company.

As communicated in August 2006, the Special Committee concluded its formal auction process having received no firm, fully financed offers. At the conclusion of the process, the Committee had only received one other preliminary proposal, which was subject to a number of conditions including financing and continued due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , and which the Committee concluded was not in the best interests of TNS and its shareholders to pursue because, among other things, it undervalued TNS. At that time, the Committee also announced that it had terminated its active evaluation of strategic alternatives, but that it remained open to strategic business opportunities that may arise from time to time to enhance stockholder value. Subsequent to this announcement, it became apparent to the Special Committee that the party that put forth the other preliminary proposal was not prepared to follow through with a transaction at or near the valuation set forth in its preliminary proposal. The Special Committee has not received any firm offer since it concluded the auction process in August. With the departure on September 29, 2006 of former Chairman and CEO Jack McDonnell, the Board determined that there will be no technical need to maintain a Special Committee and so the Special Committee will be formally dissolved.

Third Quarter 2006 Preview

Based upon preliminary information, TNS expects total revenue for the third quarter of 2006 to be at the middle to upper end of its stated outlook, which is $70.3 - $73.3 million. Additionally, TNS currently expects adjusted earnings on an operating basis, excluding non-recurring charges, to be around the low end of the company's stated outlook, which is $5.0 - $6.0 million.

TNS will provide an outlook on fourth quarter results in its third quarter 2006 earnings call.

Mr. Graham commented, "The extensive cost reduction initiative we are undertaking was developed after a comprehensive operational review, and is designed to reduce costs without impacting TNS' superior customer service, continued technological innovation and future growth. We will finalize these plans over the coming days and then move quickly to complete them by year-end. With preliminary third quarter 2006 results demonstrating stabilizing trends, we are proceeding with a focus on expense discipline and realistic planning that enables us to cultivate seeds of growth already planted. As an organization, we have identified sources of growth on a global basis and are committed to capturing the most promising opportunities. We will set credible expectations that analysts and investors can rely on to benchmark TNS' future performance. We look forward to concluding a difficult period for the company with the entire organization executing a unified growth strategy."

Said John Sponyoe, Chairman, "The TNS Board does not accept that recent performance is indicative of the company's prospects. TNS has significant opportunities in the marketplace and now, with committed and focused leadership, has the potential for improved financial performance. Through better execution and elimination of unnecessary costs, the Company can restore and deliver enhanced shareholder value."

Financial Measures

In addition to the results presented in accordance with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 (GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
) in this press release, the Company presents EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , adjusted earnings and adjusted earnings per share, which are non-GAAP measures. EBITDA is determined by taking income from operations and adding back certain non-cash items, including amortization of intangible assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
, depreciation and amortization of property and equipment and stock compensation expense.

Adjusted earnings is determined by taking pretax income pretax income

Reported income before the deduction of income taxes. Pretax income is sometimes considered a better measure of a firm's performance than aftertax income because taxes in one period may be influenced by activities in earlier periods.
 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 write-off of debt issuance costs, and the result is tax-effected at a 38% rate.

The Company believes that these non-GAAP measures, viewed in addition to and not in lieu of the Company's reported GAAP results, provide useful information to investors because these metrics provide a more focused measure of operating results. These metrics are an integral part of the Company's internal reporting to measure operations of the Company and the performance of senior management.

Conference Call

TNS will hold a conference call today at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 617-213-8845, passcode # 54337953. The call is also being webcast and 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 October 10, 2006 at 7:00 p.m. Eastern Time through October 17, 2006, and can be accessed by dialing 617-801-6888, passcode # 61377943.

About TNS

TNS is one of the leading providers of business-critical, cost-effective data communications services for transaction-oriented applications and operates through its wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 Transaction Network Services, Inc. TNS provides rapid, reliable and secure transaction delivery platforms to enable transaction authorization and processing across several vertical markets and trading communities.

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. TNS' network technologies have been deployed in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and internationally, and TNS' networks have become preferred networks servicing the trading community, wireless and wireline carriers, and the card processing and dial-up automated teller machine automated teller machine (ATM), device used by bank customers to process account transactions. Typically, a user inserts into the ATM a special plastic card that is encoded with information on a magnetic strip.  markets. For further information about TNS, please refer to www.tnsi.com.

The statements contained in this release that are not historical facts are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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; 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; the Company's ability to identify, execute or effectively integrate acquisitions; the Company's ability to adapt to changing technology; additional costs related to compliance with the Sarbanes-Oxley Act See SOX.  of 2002, any revised New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 listing standards, Securities and Exchange Commission (SEC) rule changes or other corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 issues; and other risk factors described in the Company's annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 filed with the SEC on March 16, 2006 and in Form 10-K/A (Amendment No. 1) filed on July 21, 2006.

In addition, the statements in this press release are made as of October 10, 2006. 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 October 10, 2006.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 10, 2006
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