| Investor FAQ
ABOUT THE COMMON STOCK SECURITY:
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| What is TCS's ticker symbol and on which exchange is the stock traded? | | TCS trades under the ticker symbol "TSYS" on the NASDAQ Global Market. |
| What is TCS’s stock CUSIP #? | | TCS’s Common Stock CUSIP # is 87929J103. |
| How many shares of TCS are outstanding? | | Shares outstanding and other stock-related data is available here. |
| Does TCS pay a dividend? | TCS does not pay a cash dividend.
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| What year and where was TCS Incorporated? | | TCS was founded in 1987 and is incorporated in Maryland. It was converted from an S-Corporation to a C-Corporation in 1999. |
| When was TCS's initial public offering? | | TCS's initial public offering was on August 8, 2000. |
INVESTOR RELATIONS RELATED:
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| How can I listen to the webcast for the earnings report? | | Once the earnings call is announced, a webcast link appears on the main investor page of the TCS website. Investors can click on that link to listen to the webcast of the earnings call. After the call is over, investors can listen to the replay as posted in the Audio Archives section here. |
| When and where is the next TCS Annual Stockholders Meeting? | | The Annual Meeting of Stockholders will be held on Thursday, May 30, 2013, at 10:00 a.m. Eastern time at the Westin Annapolis hotel, 100 Westgate Circle, Annapolis, MD 21401. |
| Who is TCS’s independent accounting firm? | | Ernst & Young LLP. |
How can I request an investor kit and/or reach the investor relations department?
| | Information for how to reach our investor relations department or to request additional information is available by clicking here. |
ABOUT 2009 $103.5 MILLION CONVERTIBLE DEBT WITH CALL SPREAD FINANCING:
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| What are benefits of convertible notes versus other forms of capital? | - Common stock is expected in the future at a premium to current market price, minimizing dilutive impact on incumbent shares – See also “call spread” below
- Lower interest than on a similar debenture
- Tax deductible interest
- Few restrictive covenants
- Efficient issuance process
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| Were TCS convertible notes issued with registration rights? | | TCS Convertible Notes were issued to qualified institutional buyers (QIB) pursuant to Rule 144A under the Securities Act of 1933. These notes do not provide registration rights. |
| How will the TCS convertible notes be settled at conversion? | | Based on initial conversion price of $10.34 per share (before effect of “Call Spread”), TCS will deliver approximately 96.637 shares of its Class A common stock for each $1,000 aggregate principal amount of notes. |
| What is the accounting treatment of the TCS convertible notes? | | On the balance sheet the convertible notes are treated as debt. On income statement, for EPS calculation purposes, the more dilutive of ‘interest only’ or ‘shares only’ method is applied, as prescribed by ASC 260. |
| What does the “call-spread” associated with the convertible notes mean? What are its benefits? | | By using the “call spread,” TCS effectively increased the conversion price of the underlying convertible notes from $10.35 to $12.74. Basically, if Note holders convert the Notes when the share price is in the $10.35 to $12.74 range, TCS may turn to the call spread counterparties to provide it with shares at a cost of $10.35 and not the higher market price.
A “Call-Spread” is comprised of a call option and a warrant, each with a different strike price; “spread” refers to the difference in their strike prices. Issuer of convertible notes (“Issuer”) buys the call option with lower strike price (“Lower Call”) and sell warrants with a higher strike price (“Higher Warrant.”) The conversion price of the underlying convertible notes matches with that of the bought call option. To reduce the cost of buying the call, Issuer sells the Higher Warrant.
Also, integration of convertible notes and Lower Call (together called Note-Hedge) provides tax benefits. For tax purposes, the cost of the Call Spread is treated as Original Issue Discount, which is deductible for income tax purposes and amortized over the life of the notes. This is reflected in a lower effective income tax rate during the life of the financing than would otherwise accrue.
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| Who were the counter parties to the call-spread? | Deutsche Bank AG, Societe Generale and Royal Bank of Canada.
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| How much of the $103.5 million 4.5% Convertible Senior Notes remains outstanding? | | There was $43.5 million outstanding at May 7, 2013. |
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