SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 0-25346 TRANSACTION SYSTEMS ARCHITECTS, INC. (Exact name of registrant as specified in its charter) Delaware 47-0772104 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 330 South 108th Avenue Omaha, Nebraska 68154 (Address of principal executive offices, including zip code) (402) 390-7600 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: 24,073,431 shares of Class A Common Stock at May 5, 1997 2,171,252 shares of Class B Common Stock at May 5, 1997
TRANSACTION SYSTEMS ARCHITECTS, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 TABLE OF CONTENTS Page Part I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Balance Sheets as of March 31, 1997 and September 30, 1996 3 Condensed Consolidated Statements of Operations for the three and six months ended March 31, 1997 and 1996 4 Condensed Consolidated Statement of Stockholders' Equity for the six months ended March 31, 1997 5 Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 1997 and 1996 6 Notes to Condensed Consolidated Financial Statements 7 - 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 11 Part II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 Index to Exhibits 14
<TABLE> <CAPTION> TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in thousands) March 31, September 30, 1997 1996 ------------ ------------ ASSETS <S> <C> <C> Current assets: Cash and cash equivalents $ 38,153 $ 31,546 Billed receivables, net 38,017 29,851 Accrued receivables 22,875 19,284 Deferred income taxes 1,710 1,671 Other 1,595 1,010 ------------ ------------ Total current assets 102,350 83,362 Property and equipment, net 14,027 13,001 Software, net 5,297 5,424 Intangible assets, net 8,860 7,236 Installment receivables 1,210 1,593 Investment and notes receivable 6,494 8,105 Other 2,388 1,761 ------------ ------------ Total assets $ 140,626 $ 120,482 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 779 $ 1,147 Current portion of capital lease obligations 285 342 Accounts payable 7,346 8,322 Accrued employee compensation 3,036 5,210 Accrued liabilities 9,533 7,631 Income taxes 2,888 1,706 Deferred revenue 25,243 17,987 ------------ ------------ Total current liabilities 49,110 42,345 Long-term debt 1,480 1,431 Capital lease obligations 280 256 ------------ ------------ Total liabilities 50,870 44,032 ------------ ------------ Stockholders' equity: Class A Common Stock 120 119 Class B Common Stock 11 11 Additional paid-in capital 100,350 96,062 Accumulated translation adjustments 71 (236) Accumulated deficit (10,784) (19,494) Treasury stock, at cost (12) (12) ------------ ------------ Total stockholders' equity 89,756 76,450 ------------ ------------ Total liabilities and stockholders' equity $ 140,626 $ 120,482 ============ ============ See notes to condensed consolidated financial statements. </TABLE>
<TABLE> <CAPTION> TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended March 31, Six Months Ended March 31, ------------------------------------ ------------------------------ 1997 1996 1997 1996 ------------- ------------- ------------ ----------- <S> <C> <C> <C> <C> Revenues: Software license fees $ 29,200 $ 19,018 $ 54,451 $ 36,235 Maintenance fees 10,009 8,412 19,970 16,821 Services 11,148 9,169 23,025 17,787 Hardware, net 784 1,063 1,337 2,302 ------------- ------------- ------------ ----------- Total revenues 51,141 37,662 98,783 73,145 ------------- ------------- ------------ ----------- Expenses: Cost of software license fees: Software costs 6,213 4,871 11,610 8,776 Amortization of purchased software 0 785 801 1,573 Cost of maintenance and services 12,019 9,437 24,492 18,208 Research and development 4,475 3,788 8,430 7,325 Selling and marketing 11,523 7,864 21,805 16,268 General and administrative: General and administrative costs 8,205 6,079 15,871 11,774 Amortization of goodwill and purchased intangibles 237 145 454 295 ------------- ------------- ------------ ----------- Total expenses 42,672 32,969 83,463 64,219 ------------- ------------- ------------ ----------- Operating income 8,469 4,693 15,320 8,926 ------------- ------------- ------------ ----------- Other income (expense): Interest income 488 568 915 1,136 Interest expense (24) (51) (82) (81) Other (227) (84) (544) (128) ------------- ------------- ------------ ----------- Total other 237 433 289 927 ------------- ------------- ------------ ----------- Income before income taxes 8,706 5,126 15,609 9,853 Provision for income taxes (3,625) (2,095) (6,723) (3,893) ------------- ------------- ------------ ----------- Net income $ 5,081 $ 3,031 $ 8,886 $ 5,960 ============= ============= ============ =========== Net income per common and equivalent share $ 0.19 $ 0.11 $ 0.33 $ 0.22 ============= ============= ============ =========== Weighted average shares outstanding 26,977 27,024 26,988 26,966 ============= ============= ============ =========== See notes to condensed consolidated financial statements. </TABLE>
<TABLE> <CAPTION> TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY For the six months ended March 31, 1997 (unaudited and in thousands) Class A Class B Additional Accumulated Common Common Paid-in Translation Accumulated Treasury Stock Stock Capital Adjustments Deficit Stock Total -------- -------- ---------- ---------- ---------- -------- -------- <S> <C> <C> <C> <C> <C> <C> <C> Balance, September 30, 1996 $ 119 $ 11 $ 96,062 $ (236) $ (19,494)$ (12) $ 76,450 Adjustment for Open Systems Solutions, Inc. pooling of interests 1 5 (176) (170) Issuance of Class A Common Stock 391 391 Exercise of stock options 363 363 Tax benefit of stock options exercised 981 981 Sale of stock options 2,548 2,548 Net Income 8,886 8,886 Translation adjustments 307 307 -------- -------- ---------- ---------- ---------- -------- -------- Balance, March 31, 1997 $ 120 $ 11 $ 100,350 $ 71 $ (10,784)$ (12) $ 89,756 ======== ======== ========== ========== ========== ======== ======== See notes to condensed consolidated financial statements. </TABLE>
<TABLE> TRANSACTION SYSTEMS ARCHITECTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Six Months Ended March 31, ------------------------------ 1997 1996 ----------- ---------- <S> <C> <C> Cash flows from operating activities: Net income $ 8,886 $ 5,960 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,596 2,064 Amortization 2,518 2,885 Increase in receivables, net (11,006) (1,472) Decrease in other current assets 2,034 415 Decrease in installment receivables 383 848 Increase in other assets (26) (1,090) Increase (decrease) in accounts payable (1,125) 1,074 Decrease in accrued employee compensation (2,209) (1,009) Increase (decrease) in accrued liabilities 3,145 (1,288) Decrease in income tax liabilities (563) (674) Increase (decrease) in deferred revenue 6,463 (843) ------------ ------------- Net cash provided by operating activities 11,096 6,870 ------------ ------------- Cash flows from investing activities: Purchases of property and equipment (3,503) (3,359) Additions to software (1,497) (1,551) Acquisiton of businesses, net of cash acquired (2,385) (1,690) Additions to investment and notes receivable (3,061) (7,001) Proceeds from notes receivable repayments 3,680 - ------------ ------------- Net cash used in investing activities (6,766) (13,601) ------------ ------------- Cash flows from financing activities: Proceeds from issuance of Class A Common Stock 392 - Purchase of Treasury Stock - (10) Proceeds from sale and exercise of stock options 2,908 512 Payments of long-term debt (934) (30) Payments on capital lease obligations (50) (250) ------------ ------------- Net cash provided by financing activities 2,316 222 ------------ ------------- Effect of exchange rate fluctuations on cash (39) (126) ------------ ------------- Increase in cash and cash equivalents 6,607 (6,635) Cash and cash equivalents, beginning of period 31,546 35,512 ------------ ------------- Cash and cash equivalents, end of period $ 38,153 $ 28,877 ============ ============= See notes to condensed consolidated financial statements. </TABLE>
TRANSACTION SYSTEMS ARCHITECTS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Consolidated Financial Statements The condensed consolidated financial statements at March 31, 1997 and for the three and six months ended March 31, 1997 and 1996 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996. The results of operations for the three and six months ended March 31, 1997 are not necessarily indicative of the results for the entire fiscal year ending September 30, 1997. The condensed consolidated financial statements include all domestic and foreign subsidiaries which are more than 50% owned and controlled. Investments in companies less than 20% owned are carried at cost. 2. Net Income Per Common and Equivalent Share Net income per common and common equivalent share is determined by dividing net income by the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during each period using the treasury stock method. In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 "Earnings Per Share"(SFAS No. 128), which specifies the computation, presentation and disclosure requirements for earnings per share. SFAS No. 128 is effective for periods ending after December 15, 1997 and requires retroactive restatement of prior periods earnings per share. The statement replaces the "primary earnings per share" calculation with a "basic earnings per share" and redefines the "dilutive earnings per share" computation. Adoption of the statement is not expected to have a material effect on the Company's reported income per share. 3. Stock Split On June 7, 1996, the Company's Board of Directors authorized a two-for-one stock split effected in the form of a 100% stock dividend to be distributed on July 1, 1996 to shareholders of record on June 17, 1996. All references in the condensed consolidated financial statements to number of shares and per share amounts have been restated to retroactively reflect the stock split. 4. Acquisition On October 8, 1996, the Company completed the acquisition of Open Systems Solutions, Inc. (OSSI). Stockholders of OSSI received 209,993 shares of TSA Class A Common Stock in exchange for 100% of OSSI's common stock. The stock exchange was accounted for as a pooling of interests. OSSI's results of operations prior to the acquisition were not material. 5. Investment and Notes Receivable In January 1996, the Company entered into a transaction with Insession, Inc. (Insession) whereby the Company acquired a 7.5% minority interest in Insession for $1.5 million. In addition, since January 1996, the Company has loaned Insession $5.0 million under promissory notes. The promissory notes bear an interest rate of prime plus 0.25%, are payable in January 1999 ($1.0 million), January 2000 ($1.0 million) and January 2001 ($1.5 million). The remaining $1.5 million of promissory notes are payable upon demand. The promissory notes are secured by future royalties owed by the Company to Insession. In March 1997, the Company revised the terms of the line of credit and purchase option agreement it has with U.S. Processing, Inc. (USPI). Under the terms of the revised agreement, the Company received $3.6 million as repayment of advances made under the previous line of credit. In addition, the Company converted $1.0 million of prior advances under the line of credit into a 19.9% ownership interest in USPI. The revised line of credit provides USPI with the ability to borrow $4.5 million from the Company. As of March 31, 1997, there were no borrowings under the revised line of credit. 6. Subsequent Event On April 17, 1997, the Company announced an agreement to purchase Regency Voice Systems, Inc. and related entities (RVS). RVS develops, markets and supports financial software products and related services including interactive voice response and PC-banking products for financial institutions. Under the terms of the agreement, owners of RVS will receive 1,615,383 shares of TSA Class A Common Stock in exchange for 100% of RVS's outstanding securities. The exchange will be accounted for as a pooling of interests. The transaction is expected to close on or about May 13, 1997.
<TABLE> <CAPTION> TRANSACTION SYSTEMS ARCHITECTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth certain financial data and the percentage of total revenues of the Company for the periods indicated: Three Months Ended March 31, Six Months Ended March 31, ------------------------------------------- ------------------------------------------- 1997 1996 1997 1996 ------------------------------------------- ------------------------------------------- % of % of % of % of Amount Revenue Amount Revenue Amount Revenue Amount Revenue ---------- --------- ---------- ---------- -------- ------- --------- -------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Revenues: Software license fees $ 29,200 57.1% $ 19,018 50.5% $ 54,451 55.1% $ 36,235 49.5% Maintenance fees 10,009 19.6 8,412 22.3 19,970 20.2 16,821 23.0 Services 11,148 21.8 9,169 24.3 23,025 23.3 17,787 24.3 Hardware, net 784 1.5 1,063 2.8 1,337 1.4 2,302 3.1 ---------- ------- ---------- ------ -------- ------- --------- ------ Total revenues 51,141 100.0 37,662 100.0 98,783 100.0 73,145 100.0 ---------- ------- ---------- ----- -------- --------- --------- ------ Expenses: Cost of software license fees: Software costs 6,213 12.1 4,871 12.9 11,610 11.8 8,776 12.0 Amortization of purchased software 0 0.0 785 2.1 801 0.8 1,573 2.2 Cost of maintenance and services 12,019 23.5 9,437 25.1 24,492 24.8 18,208 24.9 Research and development 4,475 8.8 3,788 10.1 8,430 8.5 7,325 10.0 Selling and marketing 11,523 22.5 7,864 20.9 21,805 22.1 16,268 22.2 General and administrative: General and administrative costs 8,205 16.0 6,079 16.1 15,871 16.1 11,774 16.1 Amortization of goodwill and purchased intangibles 237 0.5 145 0.4 454 0.5 295 0.4 ---------- ------ ---------- ------ -------- ------- --------- ------ Total expenses 42,672 83.4 32,969 87.5 83,463 84.5 64,219 87.8 ---------- ------ ---------- ------ -------- ------- --------- ------ Operating income 8,469 16.6 4,693 12.5 15,320 15.5 8,926 12.2 ---------- ------ ---------- ------ -------- -------- --------- ------ Other income (expense): Interest income 488 1.0 568 1.5 915 0.9 1,136 1.6 Interest expense (24) 0.0 (51) (0.1) (82) (0.1) (81) (0.1) Other (227) (0.4) (84) (0.2) (544) (0.6) (128) (0.2) ---------- ------ ---------- ------ -------- ------- ------- ------ Total other 237 0.5 433 1.1 289 0.3 927 1.3 ---------- ------ ---------- ------ -------- -------- ------- ------ Income before income taxes 8,706 17.0 5,126 13.6 15,609 15.8 9,853 13.5 Provision for income taxes (3,625) (7.1) (2,095) (5.6) (6,723) (6.8) (3,893) (5.3) ---------- ------ ---------- ------ -------- -------- ------- ------ Net income $ 5,081 9.9% $ 3,031 8.0% $ 8,886 9.0% $ 5,960 8.1% ========= ======= ========= ====== ======= ======== ======= ====== </TABLE>
Results of Operations (continued) Revenues Total revenues for the second quarter of fiscal 1997 increased 35.8% or $13.5 million over the comparable period in fiscal 1996. Of this increase, $10.2 million of the growth resulted from a 53.5% increase in software license fee revenue, $2.0 million from a 21.6% increase in services revenue and $1.6 million from a 19.0% increase in maintenance fee revenue. Total revenues for the first half of fiscal 1997 increased 35.1% or $25.6 million over the comparable period in fiscal 1996. Of this increase, $18.2 million of the growth resulted from a 50.3% increase in software license fee revenue, $5.2 million from a 29.4% increase in services revenue and $3.1 million from a 18.7% increase in maintenance fee revenue. The growth in software license fee revenue is the result of increased demand for the Company's BASE24 products and continued growth of the installed base of customers paying monthly license fee (MLF) revenue. Contributing to the strong demand for the Company's products is the continued world-wide growth of electronic payment transaction volume and the growing complexity of electronic payment systems. MLF revenue was $7.5 million in the second quarter of fiscal 1997 compared to $5.0 million in the second quarter of fiscal 1996. MLF revenue was $14.3 million in the first half of fiscal 1997 compared to $9.5 million in the first half of fiscal 1996. The growth in services revenue for the second quarter and first half of fiscal 1997 is the result of increased demand for technical and project management services which is a direct result of the increased installed base of the Company's BASE24 products. The increase in maintenance fee revenue for the second quarter and first half of fiscal 1997 is a result of the continued growth of the installed base of the Company's BASE24 products. Expenses Total operating expenses for the second quarter of fiscal 1997 increased 29.4% or $9.7 million over the comparable period in fiscal 1996. Total operating expenses for the first half of fiscal 1997 increased 30.0% or $19.2 million over the comparable period in fiscal 1996. The primary reason for the overall increase in operating expenses is the increase in staff required to support the increased demand for the Company's products and services. Total staff (including both employees and independent contractors) increased from 1,120 at March 31, 1996 to 1,452 at March 31, 1997. The Company's operating margin for the second quarter of fiscal 1997 was 16.6% as compared to 12.5% for the comparable period in fiscal 1996. Operating margin for the first half of fiscal 1997 was 15.5% as compared to 12.2% for the first half of fiscal 1996. These improvements are primarily due to the impact of the growth in the Company's recurring revenues (MLF's, maintenance and facilities management fees) and the conclusion in December 1996 of the software amortization associated with the acquisition of Applied Communications, Inc. (ACI) and Applied Communications Inc. Limited (ACIL) in December 1993. The Company's gross margin (total revenues minus cost of software and cost of maintenance and services) for the second quarter of fiscal 1997 was 64.3% as compared to 59.9% for the comparable period in fiscal 1996. The gross margin for the first half of fiscal 1997 was 62.6% as compared to 61.0% for the first half of fiscal 1996. The improvements are partly due to the conclusion of the software amortization associated with the acquisitions of ACI and ACIL. EBITDA The Company's earnings before interest expense, income taxes, depreciation and amortization (EBITDA) increased from $7.1 million in the second quarter of fiscal 1996 to $10.7 million for the second quarter of fiscal 1997. EBITDA was $20.4 million for the first half of fiscal 1997 as compared to $13.6 million for the first half of fiscal 1996. The increase in EBITDA can be attributed to the continued growth in both recurring and non-recurring revenues more than offsetting the growth in operating expenses. EBITDA is not intended to represent cash flows for the periods. Results of Operations (continued) Income Taxes The effective tax rate for the second quarter of fiscal 1997 was 41.6% as compared to 40.9% for the second quarter of fiscal 1996. The effective tax rate for the first half of fiscal 1997 was 43.1% as compared to 39.5% for the first half of fiscal 1996. The increase in the effective tax rate is principally the result of deferred tax assets which were recognized in the first half of fiscal 1996 which reduced the effective tax rate for that period with no corresponding recognition of deferred tax assets in the first half of fiscal 1997. As of March 31, 1997, the Company has deferred tax assets of $9.6 million and deferred tax liabilities of $0.6 million. Each quarter, the Company evaluates its historical operating results as well as its projections for the next 24 months to determine the realizability of the deferred tax assets. This analysis indicated that $1.7 million of the deferred tax assets were more likely than not to be realized. Accordingly, the Company has recorded a valuation allowance of $7.9 million as of March 31, 1997. Backlog As of March 31, 1997 and 1996, the Company had non-recurring revenue backlog of $24.4 million and $21.3 million in software license fees, respectively, and $15.6 million and $10.9 million in services, respectively. The Company includes in its non-recurring revenue backlog all fees specified in contracts which have been executed by the Company to the extent that the Company contemplates recognition of the related revenue within one year. There can be no assurance that the contracts included in non-recurring revenue backlog will actually generate the specified revenues or that the actual revenues will be generated within the one year period. As of March 31, 1997 and 1996, the Company had recurring revenue backlog of $78.8 million and $57.7 million, respectively. The Company defines recurring revenue backlog to be all monthly license fees, maintenance fees and facilities management fees specified in contracts which have been executed by the Company and its customers to the extent that the Company contemplates recognition of the related revenue within one year. There can be no assurance, however, that contracts included in recurring revenue backlog will actually generate the specified revenues. Liquidity and Capital Resources As of March 31, 1997, the Company had working capital of $53.2 million which includes cash and cash equivalents of $38.2 million. The Company has a $10 million bank line of credit of which there are no borrowings outstanding. The bank line of credit expires in June 1997. During the six months ended March 31, 1997, the Company's cash flow from operations amounted to $11.1 million and cash used in investing activities amounted to $6.8 million. Of the $6.8 million of cash used in investing activities, $3.1 million consisted of advances to Insession ($1.0 million) and USPI ($2.1 million) under promissory notes. USPI repaid advances of $3.6 million during the second quarter of fiscal 1997. In the normal course of business, the Company evaluates potential acquisitions of complementary businesses, products or technologies. In October 1996, the Company acquired 100% of OSSI in exchange for 209,993 shares of the Company's Class A Common Stock. In May 1997, the Company anticipates finalizing the acquisition of Regency Voice Systems, Inc. and related entities (See Footnote 6 to the Condensed Consolidated Financial Statements). Management believes that the Company's working capital, cash flow generated from operations and borrowing capacity are sufficient to meet the Company's working capital requirements for the foreseeable future.
TRANSACTION SYSTEMS ARCHITECTS, INC. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Registrant's annual meeting of shareholders was held on February 25, 1997. Each matter voted upon at such meeting and the number of shares cast for, against or withheld, and abstained are as follows: 1. Election of Directors For Withheld William E. Fisher 20,555,191 49,571 David C. Russell 20,532,402 72,360 Promod Haque 20,559,180 45,582 Frederick L. Bryant 20,559,180 45,582 Charles E. Noell, III 20,559,180 45,582 Jim D. Kever 20,557,624 47,138 Larry G. Fendley 20,558,124 46,638 2. Approval of 1997 Management Stock Option Plan For: 20,080,885 Against:397,000 Abstain:46,527 Broker Non-vote:80,350 3. Ratification of Appointment of Arthur Andersen LLP as Independent Auditors for 1997 For: 20,570,725 Against: 23,253 Abstain: 10,784 Broker Non-vote: 0 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.24 Transaction Systems Architects, Inc. 1997 Management Stock Option Plan 27.00 Financial Data Schedule (b) Reports on Form 8-K None
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 12, 1997 TRANSACTION SYSTEMS ARCHITECTS, INC (Registrant) /s/Dwight G. Hanson ------------------------------------ Dwight G. Hanson Controller (Principal Accounting Officer)
TRANSACTION SYSTEMS ARCHITECTS, INC. INDEX TO EXHIBITS Exhibit Number Description - ------- ------------ 10.24 Transaction Systems Architects, Inc. 1997 Management Stock Option Plan 27.00 Financial Data Schedule