Optimal acquires UBC merchant processing portfolio; raises Q2 earnings estimates

Source: Optimal Payments Corporation

Optimal Payments Corp., a wholly-owned subsidiary of Optimal Group Inc.(NASDAQ:OPMR), today announced the acquisition, from United Bank Card, Inc (UBC) of a portfolio of merchant processing for cash consideration of $44 million. Optimal Group also provided an update regarding the proposed flotation of FireOne Group plc ("FireOne"). All references are to U.S. dollars.

Acquisiton of Portfolio

UBC is a New Jersey-based payment and transaction processor that serves primarily card-present merchants nationwide. The acquired portfolio represents approximately 15,500 merchant locations that generate in excess of $1.5 billion in annual credit and debit card processing volume. Optimal anticipates that this acquisition will contribute in excess of $9.8 million in annual underlying earnings from continuing operations before income taxes. As a result of this acquisition Optimal Group now anticipates underlying earnings from continuing operations before income taxes for the second quarter ending June 30, 2005 to be approximately $7.05 million. Optimal's previous guidance for underlying earnings from continuing operations before income taxes for the second quarter was $5.4 million.

"This transaction continues Optimal's announced strategy of growing its traditional, card-based processing business by acquisition while, at the same time, building on our sales and agent network to drive organic growth. The acquisition of UBC portfolio provides Optimal Payments with greater scale in U.S.-based card-present payment processing" stated Mitch Garber, President and Chief Executive Officer of Optimal Payments. "As the volume associated with these merchants is processed through an existing Optimal bank acquiring relationship, we expect the acquisition to generate immediate leverage in our operating performance, while also being a seamless transition for the merchants," concluded Mr. Garber.

Underlying earnings from continuing operations before income taxes is a non-GAAP (Generally Accepted Accounting Principles) financial measure that excludes amortization of intangibles, amortization of property and equipment, inventory write-downs, stock-based compensation, restructuring costs, foreign exchange, income taxes and discontinued operations. Optimal believes that underlying earnings from continuing operations before income taxes is useful to investors as a measure of Optimal's earnings because it is an important measure of the Company's growth and performance, and provides a meaningful reflection of underlying trends of its business.

FireOne Flotation Update

As previously announced, Optimal Group intends to sell a minority interest in its online gaming payments subsidiary, FireOne, through a flotation on the London Stock Exchange's AIM Market. During the flotation process, presentations will be made to potential investors and, as a result, Optimal Group is providing further details regarding FireOne and its business.

To date, the online gaming payments activities have been carried on by a subsidiary of Optimal Payments Inc. and going forward, will be carried on by FireOne and its subsidiaries. For purposes of the intended transaction, the historical financial results of the online gaming acitivities have been segmented from Optimal Payments.

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