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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): MARCH 31, 2006
Commission file number 001-16111
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GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
Georgia 58-2567903
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3495
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770-829-8234
NONE
(Former name, former address and former fiscal year,
if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
The following information is furnished voluntarily pursuant to Item 8.01, "Other
Events."
During the three months ended February 28, 2006, Global Payments Inc.
("Global Payments" or "the Company") became aware of suspicious processing
activities by a new merchant customer (the "Merchant") whose customer agreement
with the Company was signed during October 2005. The Merchant is an online
payment system that enables consumers to purchase goods and services from other
companies through the internet. One of these companies (the "Marketing Entity"),
with whom Global Payments has no contractual or other direct relationship, was
purportedly operating a multi-level marketing scheme targeted to internet
consumers. In connection with this purported scheme, a significant number of
consumers used the Merchant's online payment system. On or about January 31,
2006, the Company discontinued providing processing services to the Merchant. As
of February 28, 2006, the Company believed the Merchant remained a going-concern
and was using one of the Company's competitors for its payment processing.
Global Payments did not experience any operating losses in connection with the
Merchant during the three month period ended February 28, 2006 as a result of
the cash reserves held for this Merchant's activities. Further, based on the
Company's knowledge of this matter as of March 29, 2006, and subject to the
risks and uncertainties described below, the Company does not believe it will
incur a material loss in connection with the Merchant in the future. The
Company, however, cannot be certain of this opinion due to such risks and
uncertainties and, therefore, it is possible that the Company may incur a
material loss related to this matter, but it is not probable. The Company does
not believe it is required to file this Form 8-K, but has voluntarily done so
under Item 8.01 "Other Events".
Between October 2005 and January 31, 2006, the Company processed $86.0
million in gross credit card sales volume for the Merchant. During this period,
the Company accumulated a peak value of $47.6 million in cash reserves related
to the Merchant to minimize a suspected, potential liability associated with
charges that may be reversed by cardholders ("chargebacks") in the future. As of
February 28, 2006, the Company had received a significant amount of such
chargebacks related to the Merchant. Many of these chargebacks were from
cardholders claiming that the advertised service offered was not provided as
they believed specified. The Company has applied these chargeback amounts and
certain fees owed by the Merchant against the Company's cash reserves related to
the Merchant. Accordingly, of the $47.6 million in peak value cash reserves
related to the Merchant, the Company held $35.1 million as of February 28, 2006.
The Company estimates that its potential uncollateralized loss exposure as
of February 28, 2006 may equal $39.7 million (which is in excess of the cash
reserves related to the Merchant described above), although the Company believes
that an actual loss of this magnitude (or of any other material amount) is not
probable based on the information available as of March 29, 2006. The Company
calculated this estimate as follows: (i) $86.0 million in gross loss exposure
from credit card processed sales volume related to the Merchant, less (ii) $47.6
million in peak value cash reserves related to the Merchant, plus (iii) $1.3
million in credit card interchange fees owed to the Company by the Merchant. The
Company believes that the primary uncertainties as of this date that were
involved in this estimation include the following: (i) the Company was unable to
determine how much of the $86.0 million in credit card processed sales volume
actually related to the Marketing Entity, as compared to the Merchant's other
customers, despite efforts by the Company to retrieve this information from the
Merchant, (ii) the Company could not determine whether these cardholders were
entitled to these chargebacks, (iii) the Company could not determine the total
amount of chargebacks related to the Marketing Entity that it may receive in the
future, (iv) the Company could not reasonably determine the ability of certain
parties, as described below, to satisfy their indemnification and/or guarantee
obligations to the Company, and (v) the Company could not reasonably determine
whether it would be successful in defending against any potential litigation
that would seek to require the Company to distribute to any other party all or
part of its peak value cash reserves related to the Merchant of $47.6 million.
If the Company realizes a loss in connection with this situation, it
intends to seek recovery from both the Merchant and also from the senior
executive of the Merchant who provided the Company with a personal guarantee of
the Merchant's obligations, including monetary obligations. In addition, the
Merchant was referred to the Company by one of the Company's ISO relationships,
which has also indemnified the Company for all losses arising from the Merchant.
Further, the principal owner of this ISO has also provided the Company with a
personal guarantee of the ISO's obligations, in addition to a security interest
in a separate merchant portfolio of this ISO. The Company, however, has a risk
of loss if these parties fail to satisfy their indemnification and/or guarantee
obligations.
For purposes of calculating the potential uncollateralized loss exposure of
$39.7 million above, and in connection with any other statement included in this
disclosure, the Company has assumed that it will be successful in defending
against any litigation relating to its legal right to retain all of its cash
reserves related to the Merchant and its right to apply chargebacks received
related to the Merchant against such cash reserves. As of March 29, 2006, the
Company believed that the Marketing Entity had ceased operations pursuant to a
federal court order (the "Order"), and a court-appointed receiver had assumed
control of this entity. This receiver has stated its position that the Order
requires the Company to distribute to the receiver all of the Company's cash
reserves
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related to the Merchant and has requested that the Company comply. The Company
maintains that the Order does not apply to such cash reserves and that it is
legally entitled to retain these cash reserves and to apply them against
received chargebacks related to the Merchant. Therefore, the Company has
retained these cash reserves as of March 29, 2006. On March 27, 2006, the judge
who appointed the receiver ruled that the Order does not apply to the Company
and that the Order does not prohibit the Company from resolving chargebacks in
its normal and customary fashion. Accordingly, subject to an appeal or request
for reconsideration of the judge's ruling, the Company will continue to process
chargebacks in its normal and customary fashion, including retaining these cash
reserves and applying them against received chargebacks related to the Merchant.
As of March 29, 2006, it is unknown to the Company whether the receiver, or any
other party, may initiate further litigation relating to the Company's right to
retain all of its cash reserves related to the Merchant or to the Company's
right to apply them against received chargebacks related to the Merchant. The
potential outcome of any such litigation is also unknown to the Company as of
this same date.
Since February 28, 2006, the Company has continued to apply received
chargebacks related to the Merchant against the Company's cash reserves related
to the Merchant, which resulted in $24.1 million remaining in such cash reserves
as of March 29, 2006. The Company has also recently begun disputing certain
chargebacks with the applicable card issuing banks, pursuant to card association
regulations. As of March 29, 2006, this effort has resulted in approximately
$3.8 million in disputed chargebacks, which has favorably impacted, and has been
included in, the $24.1 million cash reserve balance stated above as of this
date. The Company, however, is uncertain if it will be successful in these
chargeback disputes. Lastly, the Company has experienced a decline in the weekly
average amount of received chargebacks related to the Merchant in each of the
three consecutive weeks preceding March 29, 2006, including a more than 40%
decline during the two weeks ended March 29, 2006 compared to the two weeks
ended March 15, 2006. Based on this recent significant decline, and the
Company's normal experience in processing chargebacks, the Company believes as
of March 29, 2006 that its cash reserves related to the Merchant will not be
depleted from received chargebacks related to the Merchant. The Company,
however, cannot be certain of this opinion due to the risks and uncertainties
described above, and, therefore, it is possible that the Company may incur a
material loss related to this matter, but it is not probable.
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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 thereunto duly authorized.
Global Payments Inc.
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(Registrant)
Date: March 31, 2006 By: /s/ Joseph C. Hyde
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Joseph C. Hyde
Chief Financial Officer
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