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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 22, 2004

 

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CERTEGY INC.

(Exact name of Registrant as Specified in its Charter)

 

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Georgia		001-16427		58-2606325
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

 

11720 Amber Park Drive Suite 600 Alpharetta, Georgia		30004
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number, including area code: (678) 867-8000

 

Not Applicable

(Former name or former address, if changed since last report)

 

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

 

(a)	Financial Statements of Businesses Acquired:

 

None.

 

(b)	Pro Forma Financial Information:

 

None.

 

(c)

Exhibits:

 

Exhibit No.		Description
99.1		Certegy Inc. press release dated July 22, 2004, announcing the Company’s financial results for the second quarter of 2004 (furnished pursuant to Item 12 of Form 8-K).

 

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On July 22, 2004, Certegy Inc. (“Certegy”) issued a press release to announce its financial results for the second quarter of 2004. A copy of the press release is attached as Exhibit 99.1.

 

This press release presents an operating income measure that excludes charges for contract termination, severance and other charges. The press release reconciles this measure to the most directly comparable operating income measure calculated and presented in accordance with GAAP.

 

Management believes that presentation of this measure excluding the described charges is useful because it allows investors and management to evaluate and compare Certegy’s core operating results from ongoing operations from period to period in a more meaningful and consistent manner than relying exclusively on GAAP financial measures. Non-GAAP financial measures however should not be considered in isolation or as an alternative to financial measures calculated and presented in accordance with GAAP.

 

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

 

The information in the Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		CERTEGY INC.
		By:		/s/  Michael T. Vollkommer
Date: July 22, 2004				Michael T. Vollkommer Corporate Vice President and Chief Financial Officer

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

CERTEGY REPORTS SECOND QUARTER 2004 DILUTED EPS OF

$0.39 ON REVENUE OF $284.1 MILLION

 

Alpharetta, GA, July 22, 2004 – Certegy Inc. (NYSE:CEY) today reported second quarter 2004 diluted earnings per share of $0.39 on revenue of $284.1 million and operating income of $42.7 million.

 

SECOND QUARTER FINANCIAL HIGHLIGHTS

 

Highlights of the 2004 second quarter results as compared to the prior year quarter are as follows:

 

•

Revenue increased 14.8% to $284.1 million.

 

•

Operating income increased 14.0% to $42.7 million.

 

•

Interest expense of $3.2 million increased by $1.5 million.

 

•

Net income increased 8.6% to $24.9 million.

 

•

Diluted earnings per share increased 11.4% to $0.39 per share.

 

•

494,200 shares of common stock were repurchased at a cost of $17.5 million.

 

•

Revolving credit borrowings were reduced by $15.0 million.

 

•

Capital expenditures totaled $10.1 million.

 

“We are very pleased with the positive trends that underlie our second quarter results,” stated Lee Kennedy, chairman and chief executive officer of Certegy Inc. “We continue to be encouraged by the performance of the Check Services segment, which achieved 27.2% revenue growth and 35.5% operating income growth. Card Services also generated strong revenue growth of 8.2% and operating income growth of 13.2%. These results were driven by 9.9% revenue growth in North American card issuing and 11.5% revenue growth in merchant processing. We are also very pleased with the margin expansion in both Card and Check Services.”

 

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SEGMENT RESULTS

 

Card Services generated revenue of $173.4 million in the second quarter of 2004, an increase of 8.2% above the 2003 quarter. Strong revenue growth of 9.9% in the Company’s North American card issuing operation resulted from growth in transactions, new sales of e-banking services and card loyalty programs, and revenue from the acquisition of Crittson Financial LLC, which closed in the first quarter. Merchant processing revenue increased 11.5%, driven by strong retail sales and revenue from the acquisition of Crittson. International card issuing revenue declined 0.4%, caused primarily by the purging of inactive cards by certain customers and prior year pricing adjustments in the Brazilian marketplace. Card Services operating income of $36.1 million increased 13.2%, compared to $31.9 million in the second quarter of 2003. Card Services operating margin of 20.8% increased 90 basis points, compared to 19.9% in the second quarter of 2003.

 

Check Services generated revenue of $110.7 million in the second quarter of 2004, an increase of 27.2% above the 2003 quarter. The strong revenue growth was primarily driven by higher retail sales, new customer signings, and the acquisition of Game Financial Corporation, which closed in the first quarter. Check Services operating income of $12.2 million increased 35.5%, compared to $9.0 million in the second quarter of 2003. Check Services operating margin of 11.0% increased 70 basis points, compared to 10.3% in the second quarter of 2003.

 

Corporate expense of $5.6 million increased by $2.1 million compared to $3.5 million in the second quarter of 2003. The increase in Corporate expense resulted primarily from higher employee-related expenses, including benefit and relocation costs. The prior year second quarter Corporate expense included a $0.4 million benefit related to the market value recovery of the Company’s collateral assignment in employee life insurance policies.

 

Interest expense of $3.2 million increased by $1.5 million compared to the second quarter of 2003. Higher interest rates on the Company’s borrowings caused by the September 2003 issuance of 4.75% fixed rate notes, higher average outstanding borrowings in the current year second quarter and the impact of FIN 46 lease accounting, effective December 31, 2003, generated the increased interest expense.

 

OUTLOOK

 

Certegy’s full year 2004 financial guidance is as follows:

 

•

Revenue is expected to grow by 13% to 15% in 2004, compared with prior year.

 

•

Operating income is expected to grow by 12% to 15% in 2004, compared with prior year non-GAAP results (which exclude 2003 charges for contract termination, severance and other charges of $12.2 million). On a GAAP basis (which includes the charges of $12.2 million in 2003), operating income is expected to grow by 21% to 24% in 2004.

 

•

Diluted earnings per share is expected to range from $1.71 to $1.73.

 

The Company expects to achieve diluted earnings per share of $0.45 to $0.46 in the third quarter of 2004, with revenue growth of 14% to 16%, as compared with the prior year third quarter.

 

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TELECONFERENCE

 

Management will host a teleconference to discuss second quarter earnings on Thursday, July 22, 2004, at 9:00 a.m. Eastern Time. The live audio Webcast will be available at www.certegy.com. Please be advised that Microsoft’s Windows Media Player^™ must be downloaded prior to accessing the Webcast. It can be downloaded from www.microsoft.com/windows/mediaplayer. A replay of the Webcast will be available in the Investor Center section of the website after the call ends.

 

###

 

Certegy (NYSE:CEY) provides credit and debit processing, check risk management and check cashing services, merchant processing and e-banking services to over 6,500 financial institutions, 117,000 retailers and 100 million consumers worldwide. Headquartered in Alpharetta, Georgia, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia and New Zealand. As a leading payment services provider, Certegy offers a comprehensive range of transaction processing services, check risk management solutions and integrated customer support programs that facilitate the exchange of business and consumer payments. Certegy generated over $1.0 billion in revenue in 2003. For more information on Certegy, please visit www.certegy.com.

 

###

 

Forward-Looking Statement

 

The statements in this release include forward-looking statements that are based on current expectations, assumptions, estimates, and projections about Certegy and our industry. Without limitation, Certegy’s revenue, operating income and earnings per share projections for fiscal 2004 under the heading “Outlook” above are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Certegy’s control that may cause actual results to differ significantly from what is expressed in those statements. Factors that could, either individually or in the aggregate, affect our performance include: our reliance on a small number of business segments and strategic relationships; our ability to comply with bankcard association rules and government regulations; the sensitivity of our business to the economy; the results of our acquisitions; and other factors described in detail in the section entitled “Certain Factors Affecting Forward-Looking Statements” in our 2003 Annual Report on Form 10-K filed on February 17, 2004, with the SEC.

 

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CERTEGY INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

(In thousands, except per share amounts)

(Unaudited)

 

		Three Months Ended June 30,
		2004				2003
Revenues		$	284,124			$	247,392
Operating expenses(1):
Costs of services			209,564				182,836
Selling, general and administrative			31,910				27,591
Other charges(2)			—				(437	)
			241,474				209,990
Operating income			42,650				37,402
Other income, net			85				828
Interest expense			(3,153	)			(1,628	)
Income before income taxes			39,582				36,602
Provision for income taxes			(14,645	)			(13,634	)
Net income		$	24,937			$	22,968
Basic earnings per share:
Net income		$	0.40			$	0.35
Average shares outstanding			63,083				65,536
Diluted earnings per share:
Net income		$	0.39			$	0.35
Average shares outstanding			64,272				66,077

 

Revenues and operating income of the Company's reportable segments for the three months ended June 30, 2004 and 2003 are as follows:

 

		Three Months Ended June 30,
		2004				2003
Revenues:
Card Services		$	173,388			$	160,316
Check Services			110,736				87,076
		$	284,124			$	247,392
Operating income(2):
Card Services		$	36,058			$	31,867
Check Services			12,191				8,999
			48,249				40,866
General corporate expense			(5,599	)			(3,464	)
		$	42,650			$	37,402

 

(1)	Certain 2003 expenses have been reclassified between costs of services and selling, general and administrative to conform to the current period presentation.

 

(2)	See Item 10 in the Supplemental Information for details of other charges.

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CERTEGY INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(In thousands, except per share amounts)

(Unaudited)

 

 

		Six Months Ended June 30,
		2004				2003
Revenues		$	547,533			$	487,561
Operating expenses(1):
Costs of services			407,857				360,729
Selling, general and administrative			61,480				56,271
Other charges(2)			—				12,203
			469,337				429,203
Operating income			78,196				58,358
Other income, net			305				983
Interest expense			(6,129	)			(3,309	)
Income before income taxes			72,372				56,032
Provision for income taxes			(26,778	)			(20,872	)
Net income		$	45,594			$	35,160
Basic earnings per share:
Net income		$	0.72			$	0.54
Average shares outstanding			63,380				65,687
Diluted earnings per share:
Net income		$	0.71			$	0.53
Average shares outstanding			64,478				66,170

 

Revenues and operating income of the Company's reportable segments for the six months ended June 30, 2004 and 2003 are as follows:

 

		Six Months Ended June 30,
		2004				2003
Revenues:
Card Services		$	336,111			$	317,492
Check Services			211,422				170,069
		$	547,533			$	487,561
Operating income(2):
Card Services		$	68,441			$	51,825
Check Services			20,958				14,973
			89,399				66,798
General corporate expense			(11,203	)			(8,440	)
		$	78,196			$	58,358

 

(1)	Certain 2003 expenses have been reclassified between costs of services and selling, general and administrative to conform to the current period presentation.

 

(2)	See Item 10 in the Supplemental Information for details of other charges.

 

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CERTEGY INC.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2004 AND DECEMBER 31, 2003

(In thousands)

 

		June 30, 2004			December 31, 2003
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	57,331		$	22,280
Settlement deposits			40,869			29,638
Trade accounts receivable, net allowance for doubtful accounts of $2,760 and $1,883, respectively			96,929			108,158
Settlement receivables			63,003			65,172
Claims recoverable			29,382			46,478
Other receivables			33,727			26,907
Other current assets			24,209			22,995
Total current assets			345,450			321,628
Property and equipment, net			61,187			58,897
Goodwill, net			218,900			187,627
Other intangible assets, net			45,069			31,799
Systems development and other deferred costs, net			116,729			118,788
Other assets, net			72,495			66,308
Total assets		$	859,830		$	785,047

 

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses		$	59,497			$	41,600
Settlement payables			103,872				94,810
Claims payable			22,377				38,270
Compensation and benefit liabilities			20,452				20,535
Income taxes payable			8,616				8,887
Other payables			18,963				10,855
Other current liabilities			37,462				29,136
Total current liabilities			271,239				244,093
Long-term debt			259,808				222,399
Deferred income taxes			51,190				43,939
Other long-term liabilities			16,526				13,477
Total liabilities			598,763				523,908
Shareholders’ equity:
Common stock			695				695
Paid-in capital			251,060				249,351
Retained earnings			265,709				226,495
Deferred compensation			(12,312	)			(10,187	)
Accumulated other comprehensive loss			(84,904	)			(75,854	)
Treasury stock			(159,181	)			(129,361	)
Total shareholders’ equity			261,067				261,139
Total liabilities and shareholders’ equity		$	859,830			$	785,047

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CERTEGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(In thousands)

(Unaudited)

 

		Six Months Ended June 30,
		2004				2003
Cash flows from operating activities:
Net income		$	45,594			$	35,160
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			22,426				20,062
Amortization of deferred compensation and financing costs			3,105				2,573
Other non-cash items			—				2,233
Deferred income taxes			7,301				748
Changes in assets and liabilities:
Accounts receivable, net			17,394				17,447
Current liabilities, excluding settlement and claims payables			266				12,598
Claims accounts, net			1,331				(2,865	)
Other current assets			(555	)			176
Other long-term liabilities			2,838				1,607
Other assets			(2,276	)			(4,793	)
Net cash provided by operating activities			97,424				84,946
Cash flows from investing activities:
Capital expenditures			(17,225	)			(23,570	)
Acquisitions, net of $25,071 of cash acquired			(38,758	)			—
Net cash used in investing activities			(55,983	)			(23,570	)
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility			35,000				(29,200	)
Treasury stock purchases			(40,005	)			(11,796	)
Dividends paid			(6,414	)			—
Proceeds from exercise of stock options			7,255				1,050
Other			(213	)			—
Net cash used in financing activities			(4,377	)			(39,946	)
Effect of foreign currency exchange rates on cash			(2,013	)			4,223
Net cash provided			35,051				25,653
Cash and cash equivalents, beginning of period			22,280				14,166
Cash and cash equivalents, end of period		$	57,331			$	39,819

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CERTEGY INC.

SUPPLEMENTAL INFORMATION

(Unaudited)

 

1.	Revenues by product and service offering are as follows (in thousands):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Card Issuer Services		$	113,470		$	114,298		$	116,408		$	118,346		$	462,522		$	117,862		$	123,410
Check Services			82,993			87,076			91,743			109,189			371,001			100,686			110,736
Merchant Processing			40,385			43,679			44,216			42,068			170,348			43,363			48,685
Software and Support			3,321			2,339			3,424			2,509			11,593			1,498			1,293
		$	240,169		$	247,392		$	255,791		$	272,112		$	1,015,464		$	263,409		$	284,124

 

2.	Revenues by geographic area (based on location of customer) are as follows (in thousands):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Domestic		$	195,090		$	208,169		$	216,805		$	227,789		$	847,853		$	221,547		$	243,755
International			45,079			39,223			38,986			44,323			167,611			41,862			40,369
		$	240,169		$	247,392		$	255,791		$	272,112		$	1,015,464		$	263,409		$	284,124

 

3.	Revenues are comprised of the following (in thousands):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Product and Service Fees		$	191,527		$	193,657		$	203,929		$	222,088		$	811,201		$	210,984		$	225,342
Interchange Fees			31,699			34,508			34,582			32,211			133,000			33,648			37,748
Reimbursable Expenses			16,943			19,227			17,280			17,813			71,263			18,777			21,034
		$	240,169		$	247,392		$	255,791		$	272,112		$	1,015,464		$	263,409		$	284,124

 

4.	Currency translation increased (decreased) revenues and operating income for the second quarter and the first six months of 2004 as compared with the prior year as follows (in thousands):

 

		Revenues
		1st Qtr				2nd Qtr			YTD
Card Services		$	3,298			$	1,407		$	4,705
Check Services			2,211				1,810			4,021
		$	5,509			$	3,217		$	8,726
		Operating Income
		1st Qtr				2nd Qtr			YTD
Card Services		$	(329	)		$	158		$	(171	)
Check Services			398				374			772
		$	69			$	532		$	601

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CERTEGY INC.

SUPPLEMENTAL INFORMATION, CONTINUED

(Unaudited)

 

5.	Check volumes in dollars are as follows (in millions):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Domestic		$	7,145		$	7,499		$	7,783		$	9,368		$	31,795		$	8,206		$	8,623
International			761			811			830			995			3,397			925			904
		$	7,906		$	8,310		$	8,613		$	10,363		$	35,192		$	9,131		$	9,527
Guarantee		$	6,251		$	6,606		$	6,962		$	8,220		$	28,039		$	7,048		$	7,248
Verification			1,655			1,704			1,651			2,143			7,153			2,083			2,279
		$	7,906		$	8,310		$	8,613		$	10,363		$	35,192		$	9,131		$	9,527

 

6.	Number of cards and accounts processed (end of period) are as follows (in thousands):

 

		2003										2004
		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr				1st Qtr		2nd Qtr
Cards:
Domestic		22,695		22,969		23,304		23,364				23,466		23,843
International		23,148		22,095		21,914		23,083				23,359		24,244
		45,843		45,064		45,218		46,447				46,825		48,087
Accounts:
Domestic		17,372		17,601		17,860		17,957				18,069		18,254
International		20,016		19,055		18,917		20,075				20,282		21,044
		37,388		36,656		36,777		38,032				38,351		39,298

 

American Express cards and accounts processed in the Caribbean in 2003 have been reclassified from domestic to international.

 

7.	Merchant volumes in dollars and number of transactions are as follows:

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Dollars (in millions)		$	1,763		$	1,882		$	1,960		$	1,861		$	7,466		$	1,869		$	2,089
Number of Transactions (in thousands)			20,616			21,743			22,724			21,533			86,616			20,755			22,848

 

8.	Depreciation and amortization by segment is as follows (in thousands):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Card Services		$	7,715		$	7,999		$	8,400		$	8,106		$	32,220		$	7,985		$	8,067
Check Services			1,801			2,001			2,384			2,502			8,688			2,784			2,953
Corporate			296			250			272			304			1,122			315			322
		$	9,812		$	10,250		$	11,056		$	10,912		$	42,030		$	11,084		$	11,342

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CERTEGY INC.

SUPPLEMENTAL INFORMATION, CONTINUED

(Unaudited)

 

9.	Capital expenditures and acquisitions are as follows (in thousands):

 

		2003															2004
		1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr
Capital expenditures		$	8,432		$	15,138		$	10,722		$	9,663		$	43,955		$	7,111		$	10,114
Acquisitions, net of cash acquired		$	—		$	—		$	4,521		$	—		$	4,521		$	39,191		$	(433	)

 

In the second quarter of 2004, $433 thousand was received by Certegy in connection with purchase price adjustments.

 

10.	Other charges:

 

Other charges of $12.2 million ($7.7 million after-tax, or $0.12 per diluted share) in the first six months of 2003 represent $9.6 million of early termination costs associated with a data processing contract and $2.6 million of other net charges primarily related to the downsizing of the Company's Brazilian card operation. A reconciliation of the first six months of 2003 actual results to the first six months of 2003 non-GAAP results that exclude other charges is as follows (in thousands):

 

		Actual				Other Charges				Non-GAAP
Revenues		$	487,561			$	—			$	487,561
Operating expenses			429,203				(12,203	)			417,000
Operating income			58,358				12,203				70,561
Other income, net			983				—				983
Interest expense			(3,309	)			—				(3,309	)
Income before income taxes			56,032				12,203				68,235
Provision of income taxes			(20,872	)			(4,546	)			(25,418	)
Net income		$	35,160			$	7,657			$	42,817
Basic earnings per share		$	0.54			$	0.12			$	0.65
Diluted earnings per share		$	0.53			$	0.12			$	0.65

 

Details of these charges by segment are as follows:

 

		Card			Check			Corp				Total
Contract termination costs		$	8,757		$	865		$	—			$	9,622
Brazil downsizing			2,740			—			—				2,740
Other severance charges			—			156			—				156
Collateral assignment in life insurance policies			—			—			(315	)			(315	)
		$	11,497		$	1,021		$	(315	)		$	12,203

 

Corporate expense in the second quarter of 2003 included a $437 thousand market value recovery of the Company's collateral assignment in employee life insurance policies.

 

11.	Long-term debt at June 30, 2004 and December 31, 2003 consists of:

 

 

		June 30, 2004			December 31, 2003
Unsecured notes, 4.75%, due 2008, net of unamortized discount		$	199,481		$	199,420
Borrowings under revolving credit facility			35,000			—
Notes payable, variable rate, due 2009			22,364			22,364
Capital lease obligations			2,963			615
		$	259,808		$	222,399

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CERTEGY INC.

SUPPLEMENTAL INFORMATION, CONTINUED

(Unaudited)

 

12.	Stock repurchase activity:

 

We repurchased 1,157,773 shares of common stock during the first six months of 2004 at a total cost of $40.0 million. In May 2004, the Board of Directors of Certegy Inc. approved $100 million in share repurchase authority. As of June 30, 2004, the Company had $99.8 million of remaining repurchase authority.

 

13.	Balance Sheet:

 

Certain December 31, 2003 balance sheet amounts have been reclassified to conform to the current period presentation as follows:

 

		As previously reported			Reclassification				Current period presentation
Assets:
Other receivables		$	—		$	26,907			$	26,907
Other current assets:
Other receivables		$	26,907		$	(26,907	)		$	—
Prepaid expenses			11,658			—				11,658
Current deferred income taxes			1,933			—				1,933
Inventories and supplies			1,889			—				1,889
Other			7,515			—				7,515
		$	49,902		$	(26,907	)		$	22,995
Liabilities:
Accounts payable and accrued expenses		$	22,280		$	19,320			$	41,600
Compensation and benefit liabilities		$	12,324		$	8,211			$	20,535
Other payables		$	—		$	10,855			$	10,855
Other current liabilities:
Accrued employee payroll taxes, withholdings, and benefits		$	8,211		$	(8,211	)		$	—
Deferred revenue			8,833			—				8,833
Accrued interest			3,179			—				3,179
Other accrued expenses			19,320			(19,320	)			—
Other			27,979			(10,855	)			17,124
		$	67,522		$	(38,386	)		$	29,136

 

The June 30, 2004 balance sheet reflects preliminary purchase price allocations of the acquisitions of Crittson Financial LLC and Game Financial Corporation. Certain accounts are subject to adjustment as these purchase price allocations are finalized.