-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdC4YhFA4ERwV2SJnNzhAN3y6xBuC4Rx9x+e3rbYqr6hTCtu8POMXIKtHsnOy86O EYDnEnZeVSY3qx17604MrA== 0000940180-00-000430.txt : 20000412 0000940180-00-000430.hdr.sgml : 20000412 ACCESSION NUMBER: 0000940180-00-000430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000403 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST TELESERVICES CORP CENTRAL INDEX KEY: 0001024657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470777362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21771 FILM NUMBER: 598115 BUSINESS ADDRESS: STREET 1: 11808 MIRACLE HILLS DR CITY: OMAHA STATE: NE ZIP: 68134 BUSINESS PHONE: 4025717700 MAIL ADDRESS: STREET 1: 9910 MAPLE ST CITY: OMAHA STATE: NE ZIP: 68134 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2000 West TeleServices Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-2177 47-0777362 (Commission File Number) (I.R.S. Employer Identification No.) 11808 Miracle Hills Drive Omaha, Nebraska 68154 (Address of principal executive offices) Registrant's telephone number, including area code: (402) 963-1500 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On April 3, 2000 West TeleServices Corporation (the "Company") issued a press release announcing the filing of a registration statement with the Securities and Exchange Commission relating to the proposed public offering of 4.5 million shares of common stock of the Company to be sold principally by Troy Eaden, a major shareholder. On April 6, 2000, the Company issued another press release announcing its results of operations for its fiscal quarter ended March 31, 2000. The Press Releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. Item 7. Financial Statements And Exhibits. (c) Exhibits: 99.1 Press Release, dated as of April 3, 2000. 99.2 Press Release, dated as of April 6, 2000 -2- 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. West TeleServices Corporation Dated: April 10, 2000 By: /s/ Thomas B. Barker ----------------------- Thomas B. Barker President and Chief Executive Officer -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated as of April 3, 2000. 99.2 Press Release, dated as of April 6, 2000 -4- EX-99.1 2 PRESS RELEASE DATED AS OF APRIL 3, 2000 EXHIBIT 99.1 [LOGO OF WEST TELESERVICES CORP] FOR IMMEDIATE RELEASE Contact: Carol Padon, West TeleServices Corporation (800) 542-1000 WEST TELESERVICES ANNOUNCES SECONDARY PUBLIC OFFERING CO-CHAIRMAN RESIGNS Omaha, NE April 3, 2000 - West TeleServices Corporation (NASDAQ: WTSC or "West"), announced today the filing of a registration statement with the Securities and Exchange Commission relating to a proposed public offering of 4.5 million shares of common stock (5,175,000 shares of common stock if the overallotment option is exercised in full) to be sold principally by Troy Eaden, a major shareholder. West will not receive any proceeds from the sale of the Common Stock in the offering and the sale will not be dilutive to shareholders. Concurrent with the filing of this registration statement, Troy Eaden announced his resignation as Co-Chairman and as a member of the Board of Directors, effective April 3, 2000, to pursue other personal interests. Gary West will continue as Chairman of the Board. Troy Eaden said, "I am very proud of my association with West over the last 14 years and have greatly enjoyed working with all of the members of the team. It has truly been a pleasure to be part of such a highly professional and skilled organization." Gary West said, "Troy has been instrumental in the development of West through his expertise and strong leadership. On behalf of all the team members of West, I would like to thank Troy for his contribution to building the foundation of this organization and wish him well in his future endeavors." Goldman Sachs is lead book running manager. Credit Suisse First Boston is co-lead manager and Robert W. Baird is co-manager of the proposed offering. A preliminary prospectus relating to these securities may be obtained when available from these underwriters. A registration statement relating to these securities has been filed with the Securities Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Statements which are not historical facts contained in this release are forward- looking statements that involve risks and uncertainties. Such risks and uncertainties include, but are not limited to: planned expansion of operating facilities; labor market conditions, mergers, acquisitions, or joint ventures, including their execution; customer concentrations, technological innovation; and general economic conditions. Further information regarding the factors that could cause actual results to differ from expected or projected results can be found in documents filed by the Company with the United States Securities and Exchange Commission. EX-99.2 3 PRESS RELEASE DATED AS OF APRIL 6, 2000 EXHIBIT 99.2 [LOGO OF TELESERVICES CORP] West TeleServices Corporation AT THE COMPANY: 11808 Miracle Hills Drive Michael A. Micek Carol Padon Omaha, NE 68154 Chief Financial Officer Investor Relations (402) 963-1500 (402) 963-1500 FOR IMMEDIATE RELEASE: Thursday, April 6, 2000 West TeleServices Corp. Reports Record Revenues and Net Income for First Quarter; Revenue Increases 23.2% to $170.1 Million First Quarter 2000 Summary - -------------------------- . Revenues increased 23.2% to $170.1 million compared to first quarter 1999 . Net Income was $17.0 million for the quarter, up 22.4% . Operating Income grew 21.0% to $26.4 million from $21.8 million in the first quarter of 2000 . Annualized return on average equity was 22.5% for the quarter . EBITDA increased 21.8% to $36.9 million from $30.3 million in the first quarter 2000 Financial Summary (unaudited) - ----------------------------- (in thousands, except per share amounts and percentages) Three Months Ended March 31
Percent 2000 1999 Change ---- ---- Total Revenue $170,059 $137,992 23.2% Operating Income 26,371 21,802 21.0% Net Income 17,028 13,909 22.4% Net Income per share (Basic) 0.27 0.22 Net Income per diluted share 0.25 0.22
OMAHA, Neb., April 6, 2000 - West TeleServices Corporation (Nasdaq: WTSC or "West"), a leading provider of innovative full service customer care solutions using the latest in voice and Internet technology, announced today record revenues and net income for the quarter ending March 31, 2000. This quarter's results were primarily driven by sales growth across the three divisions, specifically in Operator Teleservices, and a decrease in direct expenses. "We are extremely pleased with this quarter's results," said Thomas B. Barker, President and Chief Executive Officer. "As a result of the strong performance across our service offerings and an increase in revenue of 23%, we reported record results for the quarter. Our revenue mix continues to be well-balanced with each division contributing significantly to our growth." Barker continued, "During this quarter, we also unveiled our new iCare platform for Internet customer care, the first of several strategic initiatives planned for the year. In addition, we opened a new customer contact center to meet the increased demand for services from the Operator Teleservices division. We have a strong sales pipeline, and we will continue to implement our strategic initiatives." Operating Results For the quarter ended March 31, 2000, revenues increased 23.2% to $170.1 million from $138.0 million during the comparable period last year. Operating income rose steadily for the first quarter 2000, ending the period up 21.0% to $26.4 million from $21.8 million in the same quarter in the prior year. During the first quarter 2000, net income expanded 22.4% to $17.0 million up from $13.9 million in the same period of 1999. Diluted earnings per share increased to $0.25 for the first quarter versus $0.22 for 1999. EBITDA (earnings before interest, taxes, depreciation and amortization) for the first quarter 2000 represented a 21.8% increase to $36.9 million up from $30.3 million for the first quarter 1999. During the first quarter, the composition of revenue continued to be balanced among the service platforms with Operator Teleservices revenues generating 50.2% of total revenues. Direct and Interactive Teleservices constituted 30.5% and 19.3% of total revenues for the same period, respectively. Tom Barker said, "Through our two-pronged approach of aggressive sales marketing and cost management, we exceeded our internal growth expectations and accelerated the efficiency per workstation for Operator and Direct Teleservices to one of the highest in the industry. Revenue per workstation for Operator and Direct Teleservices for the quarter grew to $15,575 in comparison to $13,915 for first quarter 1999. As stated last quarter, we expect to see continued momentum in the Interactive Teleservices division from the increased demand for prepaid calling cards and other interactive services." Margins As a percentage of revenue, operating income remained relatively constant at 15.5% in the first quarter 2000 compared to 15.8% in the first quarter 1999. Direct costs improved 1.3% to 50.7% of revenue for the first quarter of 2000 compared to 52.0% for the same quarter last year. Quarter over quarter, SG&A expenses as a percentage of revenue continue to be slightly higher, increasing 1.6% to 33.8% for the first quarter of 2000 from 32.2% for the first quarter of 1999. The increase in SG&A expense is due to depreciation expense accrued for new contact centers, expenses related to 2000 site development and the change in operating activity from Interactive to Operator Teleservices. Balance Sheet West's balance sheet remained strong with a current ratio of 2.2 to 1 on March 31, 2000, which remains consistent with the current ratio of 2.3 to 1 at year- end 1999. During the first quarter, West financed $2.8 million of equipment purchases with capital leases. The remaining $19.7 million of property and equipment purchases were financed through cash flow from operations. During the first quarter 2000, West invested $22.5 million in capital expenditures primarily for contact center expansion and the planned opening of two additional contact centers in the second quarter. Mike Micek, Chief Financial Officer, said, "During the first quarter of 2000, we increased the total number of workstations to 9,251 from 8,364 on December 31, 1999, which is largely attributed to the two new Operator Teleservices contact centers that added 444 new workstations. In addition, we created a total of 384 new workstations at multiple existing locations in order to accommodate the increased volumes in this division. This quarter, we also utilized 240 Direct Teleservices workstations in San Antonio to handle the Operator Teleservices increased demand," Micek continued. About West TeleServices - ----------------------- West TeleServices Corporation is a leading provider of innovative, full-service customer care solutions that help Fortune 500 and E-100 companies acquire, retain and grow profitable customer relationships. West has the technology and experience needed to create customized solutions that work for both e-Business initiatives and traditional business ventures. West's customer contact solutions incorporate agent and automated services using the latest in voice and Internet technology. Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of approximately 22,000 employees, including an IT staff of over 750, occupying 26 state-of-the-art contact centers and seven interactive automated voice and data processing centers across North America. Statements which are not historical facts contained in this release are forward- looking statements that involve risks and uncertainties. Such risks and uncertainties include, but are not limited to: planned expansion of operating facilities; labor market conditions; mergers, acquisitions, or joint ventures, including their execution; customer concentrations; technological innovation; and general economic conditions. Further information regarding the factors that could cause actual results to differ from expected or projected results can be found in documents filed by the Company with the United States Securities and Exchange Commission (the "SEC"). WEST TELESERVICES CORPORATION CONDENSED STATEMENTS OF OPERATIONS Unaudited ($ in thousands except per share amounts and selected operating data) Three Months Ended March 31, 2000 1999 %change ------------ --------- Total revenue................. $ 170,059 $ 137,992 23.2% Cost of services.............. 86,198 71,729 20.2% Selling, general and administrative expense...... 57,490 44,461 29.3% ------------ --------- Operating Income.............. 26,371 21,802 21.0% Other Income expense.......... 529 378 40.0% Net income before tax......... 26,900 22,180 21.3% ------------ --------- Income tax expense............ 9,872 8,271 19.4% ------------ --------- Net income.................... $ 17,028 $ 13,909 22.4% ============ ========= Earnings per common share Basic...................... $ 0.27 $ 0.22 Diluted.................... $ 0.25 $ 0.22 Weighted average number of shares outstanding: Basic common shares........ 63,892 63,330 Diluted common share....... 67,495 63,789 Selected operating data: EBITDA..................... $36,943 $ 30,253 EBITDA Margin.............. 21.7% 21.9% Operating margin........... 15.5% 15.8% Net income margin.......... 10.0% 10.1% Number of workstations (end of period).......... 9,251 8,016 Number of ports (end of period)........... 34,436 12,616 Current assets: March 31, 2000 December 31, 1999 %change Cash and short-term investments... $ 77,182 $ 61,865 24.8% Trade accounts receivable, net.... 101,916 88,056 15.7% Other current assets.............. 30,189 35,219 -14.3% -------- -------- Total current assets........... 209,287 185,140 13.0% Net property and equipment........ 179,313 167,934 6.8% Goodwill.......................... 44,890 45,311 -0.9% Other assets...................... 10,125 10,604 -4.5% -------- -------- Total assets................... $443,615 $408,989 8.5% ======== ======== Current liabilities............... $ 95,545 $ 80,713 18.4% Other liabilities................. 33,635 36,314 -7.4% Stockholders' equity.............. 314,435 291,982 7.7% -------- -------- Total liabilities and stockholders equity......... $443,615 $408,989 8.5% ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----