EXHIBIT 99.1
Fidelity National Information Services, Inc. Reports First Quarter Earnings
Jacksonville, Fla. — April 26, 2006— Fidelity National Information Services, Inc. (NYSE:FIS), today reported its operating results for the first quarter of 2006. The merger between Fidelity National Information Services and Certegy Inc. was completed February 1, 2006. In accordance with Generally Accepted Accounting Principles (“GAAP”), Certegy’s operating results for January 2006 and the first quarter of 2005 are excluded from FIS’ reported GAAP earnings.
FIS’ operating results for the first quarter of 2006 and the comparable 2005 period are presented on a GAAP and on a pro forma basis, which management believes provides more meaningful comparisons between the two periods. Reconciliations between the aforementioned GAAP and pro forma results are provided in the attachments to this press release, which is posted on the company’s website at http://www.fidelityinfoservices.com.
| | | | |
GAAP | | 1st Quarter 2006 | | 1st Quarter 2005 |
Total revenue | | $900.9 million | | $651.6 million |
Net Earnings | | $39.4 million | | $44.6 million |
Net Earnings Per Diluted Share | | $0.23 | | $0.35 |
FIS’ results have been adjusted on a pro forma basis to reflect a January 1, 2005, effective date for the merger and the March 2005 recapitalization and sale of minority interests by FIS. Additionally, the pro forma results exclude merger related costs and the expense associated with the vesting of certain FIS performance based options issued in conjunction with the March 2005 recapitalization.
| | | | | | | | |
Pro Forma (see Appendix) | | 1st Quarter 2006 | | 1st Quarter 2005 | | % Chg | |
Total Revenue | | $993.9 million | | $914.0 million | | | 8.7 | % |
EBITDA | | $244.6 million | | $214.2 million | | | 14.2 | % |
Pro Forma Net Earnings | | $58.6 million | | $41.1 million | | | 42.6 | % |
Pro Forma Net Earnings Per Diluted Share | | $0.30 | | $0.22 | | | 36.4 | % |
Cash Earnings | | $86.9 million | | $74.3 million | | | 16.9 | % |
Cash Earnings Per Diluted Share | | $0.45 | | $0.39 | | | 15.4 | % |
“FIS generated excellent results in the first quarter, with revenue growth of 8.7% and EBITDA growth of 14.2%. This strong performance positions us solidly to achieve our full year objectives,” stated Chairman William P. Foley, II. “The merger integration effort is well under way, and we are beginning to realize tangible benefits from the combination.”
FIS presents its financial results in accordance with Generally Accepted Accounting Principles (“GAAP”). However, in order to provide the investment community with a more thorough means of evaluating the operating performance of its operations, FIS also reports several non-GAAP measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), net earnings plus depreciation and amortization less capital expenditures (“Free Cash Flow”) and net earnings plus other intangible amortization, net of income tax (“Cash Earnings”). Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings.
Pro Forma Segment Information
FIS’ Transaction Processing Services generated revenue of $592.5 million, or 5.8% over the prior-year period, driven by strong sales generated within the Integrated Financial Solutions product line. EBITDA increased 9.6% to $133.0 million.
Lender Processing Services revenue increased 12.8% to $400.5 million, driven by market share gains, deeper penetration within its existing customer base and a 5.9% increase in the number of mortgage loans processed. EBITDA increased 9.8% to $134.2 million.
Corporate expense for the first quarter of 2006 totaled $22.7 million. The $6.8 million, or 23.1%, decline from the prior-year quarter was primarily attributable to the consolidation of duplicate functions during the quarter. Interest expense for the quarter increased $6.6 million to $44.3 million, largely due to higher interest rates.
Outlook
Management reiterated its pro forma earnings outlook for full year 2006, which excludes pre-tax merger and acquisition costs, pre-tax expense associated with performance based options, and approximately $0.06 per diluted share after-tax expense associated with the establishment of a previously announced joint venture in Brazil. This guidance is consistent with the guidance previously provided by the Company in a February 15, 2006, press release and Form 8-K filed with the Securities and Exchange Commission.
| • | | Revenue growth of 4% to 6% over $3.9 billion combined revenue in 2005. |
|
| • | | EBITDA growth of 9% to 11% over $1.0 billion pro forma combined EBITDA in 2005. |
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| • | | Pro forma full year 2006 earnings per diluted share of $1.50 to $1.55, compared to $1.28 pro forma earnings per diluted share in 2005. |
|
| • | | Pro forma cash earnings per diluted share of $2.11 to $2.17 compared to $1.92 pro forma cash earnings per diluted share in 2005. |
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| • | | Free cash flow of approximately $475 million to $525 million. |
FIS will host a call with investors and analysts to discuss first quarter results on Thursday, April 27, 2006, beginning at 8:30 a.m. Eastern daylight time. Those wishing to participate via the webcast should access the call through FIS’ Investor Relations website at http://www.fidelityinfoservices.com. Those wishing to participate via the telephone may do so by calling 866-233-3843 (USA) or 612-332-0637 (International). The conference call replay will be available via webcast though FIS’ Investor Relations website. The telephone replay will be
available through May 4, 2006, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 825714.
About Fidelity National Information Services, Inc.
Fidelity National Information Services, Inc. (NYSE:FIS) is a leading provider of core processing for financial institutions; card issuer and transaction processing services; mortgage loan processing and mortgage-related information products; and outsourcing services to financial institutions, retailers, mortgage lenders and real estate professionals. FIS has processing and technology relationships with 35 of the top 50 global banks, including nine of the top ten. Nearly 50 percent of all U.S. residential mortgages are processed using FIS software. Headquartered in Jacksonville, Florida, FIS maintains a strong global presence, serving over 7,800 financial institutions in more than 60 countries worldwide. For more information on Fidelity National Information Services, please visit www.fidelityinfoservices.com.
FIS is a majority-owned subsidiary of Fidelity National Financial Inc. (NYSE:FNF), number 248 on the Fortune 500 and a provider of outsourced products and services to a variety of industries. More information about FNF can be found at www.fnf.com.
Forward-Looking Statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; the risk that our recent merger with a subsidiary of Fidelity National Financial, Inc. may fail to achieve beneficial synergies or that it may take longer than expected to do so; the effects of our substantial leverage, which may limit the funds available to make acquisitions and invest in our business; the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in the banking, retail and financial services industries; failures to adapt our services to changes in technology or in the marketplace; adverse changes in the level of real estate activity, which would adversely affect certain of our businesses; our potential inability to find suitable acquisition candidates or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Information Services, Inc.
CONTACT: Mary Waggoner, Senior Vice President, Investor Relations, 904-854-3282,
mary.waggoner@fnf.com
###
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES
UNAUDITED CONSOLIDATED AND COMBINED RESULTS FOR THE THREE MONTHS ENDING MARCH 31, 2006 AND 2005
(In thousands)
| | | | | | | | |
| | Three months ended March 31, | |
| | 2006 | | | 2005 | |
Processing and services revenues | | $ | 900,936 | | | $ | 651,580 | |
| | | | | | | | |
Cost of revenues | | | 622,337 | | | | 430,075 | |
Selling, general, and administrative expenses | | | 145,729 | | | | 110,556 | |
Research and development costs | | | 28,060 | | | | 23,936 | |
| | | | | | |
| | | | | | | | |
Operating income | | | 104,810 | | | | 87,013 | |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest income | | | 1,891 | | | | 2,762 | |
Realized gains and losses | | | (2,110 | ) | | | (3,297 | ) |
Interest expense | | | (43,268 | ) | | | (13,421 | ) |
| | | | | | |
Total other income (expense) | | | (43,487 | ) | | | (13,956 | ) |
| | | | | | |
| | | | | | | | |
Earnings before income taxes, equity earnings and minority interest | | | 61,323 | | | | 73,057 | |
Income tax expense | | | 23,487 | | | | 28,054 | |
Equity in earnings of unconsolidated entities | | | 1,833 | | | | 1,238 | |
Minority interest | | | 311 | | | | 1,645 | |
| | | | | | |
| | | | | | | | |
Net earnings | | $ | 39,358 | | | $ | 44,596 | |
| | | | | | |
| | | | | | | | |
Net earnings per share-basic | | $ | 0.23 | | | $ | 0.35 | |
| | | | | | |
Weighted average shares outstanding-basic | | | 169,989 | | | | 127,920 | |
| | | | | | |
Net earnings per share-diluted | | $ | 0.23 | | | $ | 0.35 | |
| | | | | | |
Weighted average shares outstanding-diluted | | | 172,987 | | | | 127,920 | |
| | | | | | |
Appendix A- Historical Detail and Reconciliation of Non-GAAP Measures for Continuing Operations
| | |
NOTE: | | The Adjustments Column represents pro forma adjustments relating to the merger transaction between CEY and FIS, the recapitalization transaction at FIS in March 2005, and the purchase of the remaining minority interest in Kordoba in September 2005 to reflect such transactions as if they occurred January 1, 2005 |
EBITDA Detail
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 39,358 | | | $ | (42,523 | ) | | | (3,708 | ) | | $ | (6,873 | ) |
+ Interest Expense | | | 43,268 | | | | 1,081 | | | | — | | | | 44,349 | |
+ Minority Interest | | | 311 | | | | — | | | | — | | | | 311 | |
+ Income Taxes | | | 23,487 | | | | (26,396 | ) | | | (2,626 | ) | | | (5,535 | ) |
+ Depreciation/Amort | | | 96,795 | | | | 4,274 | | | | 6,856 | | | | 107,925 | |
- Interest Income | | | (1,891 | ) | | | — | | | | — | | | | (1,891 | ) |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (1,833 | ) | | | — | | | | | | | | (1,833 | ) |
- Other (Income) Expense | | | 2,110 | | | | 123 | | | | | | | | 2,233 | |
| | |
EBITDA | | $ | 201,605 | | | $ | (63,441 | ) | | $ | 522 | | | $ | 138,686 | |
| | |
EBITDA Margin
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
EBITDA | | $ | 201,605 | | | $ | (63,441 | ) | | $ | 522 | | | $ | 138,686 | |
Revenue | | $ | 900,936 | | | $ | 92,915 | | | $ | — | | | $ | 993,851 | |
EBITDA Margin | | | 22.4 | % | | | -68.3 | % | | | | | | | 14.0 | % |
EBIT Detail
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 39,358 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | (6,873 | ) |
+ Interest Expense | | | 43,268 | | | | 1,081 | | | | — | | | | 44,349 | |
+ Minority Interest | | | 311 | | | | — | | | | — | | | | 311 | |
+ Income Taxes | | | 23,487 | | | | (26,396 | ) | | | (2,626 | ) | | | (5,535 | ) |
- Interest Income | | | (1,891 | ) | | | — | | | | — | | | | (1,891 | ) |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (1,833 | ) | | | — | | | | — | | | | (1,833 | ) |
- Other (Income) Expense | | | 2,110 | | | | 123 | | | | — | | | | 2,233 | |
| | |
EBIT | | $ | 104,810 | | | $ | (67,715 | ) | | $ | (6,334 | ) | | $ | 30,761 | |
| | |
EBIT Margin
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
EBIT | | $ | 104,810 | | | $ | (67,715 | ) | | $ | (6,334 | ) | | $ | 30,761 | |
Revenue | | $ | 900,936 | | | $ | 92,915 | | | $ | — | | | $ | 993,851 | |
EBIT Margin | | | 11.6 | % | | | -72.9 | % | | | | | | | 3.1 | % |
Adjusted Diluted EPS
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 39,358 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | (6,873 | ) |
Adjusted EPS | | $ | 0.23 | | | | | | | | | | | $ | (0.04 | ) |
Diluted Shares Outstanding | | | 172,987 | | | | | | | | | | | | 195,111 | |
Cash Earnings
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 39,358 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | (6,873 | ) |
+ Tax Adjusted Purchase Price Amortization | | | 24,520 | | | | 233 | | | | 3,524 | | | | 28,277 | |
| | |
Cash Earnings | | $ | 63,878 | | | $ | (42,290 | ) | | $ | (184 | ) | | $ | 21,404 | |
| | |
Diluted Cash EPS | | $ | 0.37 | | | | | | | | | | | $ | 0.11 | |
Diluted Shares Outstanding | | | 172,987 | | | | | | | | | | | | 195,111 | |
Free Cash Flow
| | | | | | | | | | | | | | | | |
2006 Q1 | | FIS | | | CEY-Jan | | | ADJ | | Pro Forma | |
Net Earnings | | $ | 39,358 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | (6,873 | ) |
+ Depreciation/Amort | | | 96,795 | | | | 4,274 | | | | 6,856 | | | | 107,925 | |
- Capital Expenditures | | | (69,264 | ) | | | (5,200 | ) | | | — | | | | (74,464 | ) |
| | |
Free Cash Flow | | $ | 66,889 | | | $ | (43,449 | ) | | $ | 3,148 | | | $ | 26,588 | |
Continued on the following page
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 44,596 | | | $ | 21,155 | | | $ | (24,665 | ) | | $ | 41,086 | |
+ Interest Expense | | | 13,421 | | | | 3,305 | | | | 21,031 | | | | 37,757 | |
+ Minority Interest | | | 1,645 | | | | — | | | | (640 | ) | | | 1,005 | |
+ Income Taxes | | | 28,054 | | | | 12,757 | | | | (14,992 | ) | | | 25,819 | |
+ Depreciation/Amort | | | 75,740 | | | | 12,529 | | | | 21,133 | | | | 109,402 | |
- Interest Income | | | (2,762 | ) | | | — | | | | — | | | | (2,762 | ) |
- Equity in (Earnings) Loss of Non-Consolidated Entities, net of tax | | | (1,238 | ) | | | — | | | | — | | | | (1,238 | ) |
- Other (Income) Expense | | | 3,297 | | | | (165 | ) | | | — | | | | 3,132 | |
| | |
EBITDA | | $ | 162,753 | | | $ | 49,581 | | | $ | 1,867 | | | $ | 214,201 | |
| | |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
EBITDA | | $ | 162,753 | | | $ | 49,581 | | | $ | 1,867 | | | $ | 214,201 | |
Revenue | | $ | 651,580 | | | $ | 262,458 | | | $ | — | | | $ | 914,038 | |
EBITDA Margin | | | 25.0 | % | | | 18.9 | % | | | | | | | 23.4 | % |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 44,596 | | | $ | 21,155 | | | $ | (24,665 | ) | | $ | 41,086 | |
+ Interest Expense | | | 13,421 | | | | 3,305 | | | | 21,031 | | | | 37,757 | |
+ Minority Interest | | | 1,645 | | | | — | | | | (640 | ) | | | 1,005 | |
+ Income Taxes | | | 28,054 | | | | 12,757 | | | | (14,992 | ) | | | 25,819 | |
- Interest Income | | | (2,762 | ) | | | — | | | | — | | | | (2,762 | ) |
- Equity in (Earnings) Loss of Non-Consolidated Entities, net of tax | | | (1,238 | ) | | | — | | | | — | | | | (1,238 | ) |
- Other (Income) Expense | | | 3,297 | | | | (165 | ) | | | — | | | | 3,132 | |
| | |
EBIT | | $ | 87,013 | | | $ | 37,052 | | | $ | (19,266 | ) | | $ | 104,799 | |
| | |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
EBIT | | $ | 87,013 | | | $ | 37,052 | | | $ | (19,266 | ) | | $ | 104,799 | |
Revenue | | $ | 651,580 | | | $ | 262,458 | | | $ | — | | | $ | 914,038 | |
EBIT Margin | | | 13.4 | % | | | 14.1 | % | | | | | | | 11.5 | % |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 44,596 | | | $ | 21,155 | | | $ | (24,665 | ) | | $ | 41,086 | |
Adjusted EPS | | $ | 0.35 | | | | | | | | | | | $ | 0.22 | |
Diluted Shares Outstanding | | | 127,920 | | | | | | | | | | | | 190,779 | |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 44,596 | | | $ | 21,155 | | | $ | (24,665 | ) | | $ | 41,086 | |
+ Tax Adjusted Purchase Price Amortization | | | 21,970 | | | | 681 | | | | 10,607 | | | | 33,258 | |
| | |
Cash Earnings | | $ | 66,566 | | | $ | 21,836 | | | $ | (14,058 | ) | | $ | 74,344 | |
| | |
Diluted Cash EPS | | $ | 0.52 | | | | | | | | | | | $ | 0.39 | |
Diluted Shares Outstanding | | | 127,920 | | | | — | | | | — | | | | 190,779 | |
| | | | | | | | | | | | | | | | |
2005 Q1 | | FIS | | | CEY | | | ADJ | | | Pro Forma | |
Net Earnings | | $ | 44,596 | | | $ | 21,155 | | | $ | (24,665 | ) | | $ | 41,086 | |
+ Depreciation/Amort | | | 75,740 | | | | 12,529 | | | | 21,133 | | | | 109,402 | |
- Capital Expenditures | | | (42,012 | ) | | | (12,037 | ) | | | — | | | | (54,049 | ) |
| | |
Free Cash Flow | | $ | 78,324 | | | $ | 21,647 | | | $ | (3,532 | ) | | $ | 96,439 | |
Pro Forma Measures Excluding Selected Items
| | | | |
Pro Forma EBITDA | | $ | 138,686 | |
Merger and Acquisition Costs | | | 81,751 | |
Performance Based Stock Option Costs | | | 24,130 | |
| | | |
Pro Forma EBITDA, excluding selected items | | $ | 244,567 | |
| | | |
| | | | |
Pro Forma Net Earnings | | | (6,873 | ) |
Merger and Acquisition Costs, net of tax | | | 50,609 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Pro Forma Net Earnings, excluding selected items | | $ | 58,624 | |
| | | |
| | | | |
Weighted Average Shares | | | 172,987 | |
Adjustment as if transaction took place 1/1/2005 | | | 22,124 | |
| | | |
Pro Forma Weighted Average Shares | | | 195,111 | |
| | | |
| | | | |
Pro Forma Net Earnings per diluted share | | $ | (0.04 | ) |
Merger and Acquisition Costs per share | | | 0.26 | |
Performance Based Stock Option Costs per share | | | 0.08 | |
| | | |
Pro Forma Net Earnings per diluted share, excluding selected items | | $ | 0.30 | |
| | | |
| | | | |
Pro Forma Cash Earnings | | | 21,404 | |
Merger and Acquisition Costs, net of tax | | | 50,609 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Pro Forma Cash Earnings, excluding selected items | | $ | 86,901 | |
| | | |
Pro Forma Weighted Average Shares | | | 195,111 | |
| | | | |
Pro Forma Cash Earnings per diluted share | | $ | 0.11 | |
Merger and Acquisition Costs per share | | | 0.26 | |
Performance Based Stock Option Costs per share | | | 0.08 | |
| | | |
Pro Forma Cash Earnings per diluted share, excluding selected items | | $ | 0.45 | |
| | | |
| | | | |
Pro Forma Free Cash Flow | | $ | 26,588 | |
Merger and Acquisition Costs, net of tax | | | 50,609 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Pro Forma Free Cash Flow, excluding selected items | | $ | 92,085 | |
| | | |
Appendix B
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Quarter Ended March 31, 2006
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Purchase Price | | | Cash | | | | | |
| | Certegy-Jan | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Amortization | | | Earnings | | | | | |
Total revenue | | $ | 92,915 | | | $ | 900,936 | | | | | | | | | | | $ | 993,851 | | | | | | | | | | | | | |
Total cost of revenue | | | 73,218 | | | | 622,337 | | | | 6,856 | | | | (1 | ) | | | 702,411 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 19,697 | | | | 278,599 | | | | (6,856 | ) | | | | | | | 291,440 | | | | | | | | | | | | | |
General and administrative | | | 7,645 | | | | 143,745 | | | | (522 | ) | | | (2 | ) | | | 150,868 | | | | | | | | | | | | | |
Research and development costs | | | — | | | | 28,060 | | | | | | | | | | | | 28,060 | | | | | | | | | | | | | |
Merger and Acquisition costs | | | 79,767 | | | | 1,984 | | | | | | | | | | | | 81,751 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (67,715 | ) | | | 104,810 | | | | (6,334 | ) | | | | | | | 30,761 | | | | | | | | | | | | | |
Interest income (expense) and other | | | (1,204 | ) | | | (43,487 | ) | | | — | | | | | | | | (44,691 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | (68,919 | ) | | | 61,323 | | | | (6,334 | ) | | | | | | | (13,930 | ) | | | | | | | | | | | | |
Provision for income tax | | | (26,396 | ) | | | 23,487 | | | | (2,626 | ) | | | (4 | ) | | | (5,535 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | (42,523 | ) | | | 37,836 | | | | (3,708 | ) | | | | | | | (8,395 | ) | | | | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | — | | | | 1,833 | | | | — | | | | | | | | 1,833 | | | | | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | (311 | ) | | | — | | | | | | | | (311 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | (42,523 | ) | | $ | 39,358 | | | $ | (3,708 | ) | | | | | | $ | (6,873 | ) | | $ | 28,277 | | | $ | 21,404 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | (0.68 | ) | | $ | 0.23 | | | | | | | | | | | $ | (0.04 | ) | | | | | | $ | 0.11 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 62,326 | | | | 169,989 | | | | | | | | | | | | 191,809 | | | | | | | | 191,809 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | (0.67 | ) | | $ | 0.23 | | | | | | | | | | | $ | (0.04 | ) | | | | | | $ | 0.11 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 63,796 | | | | 172,987 | | | | | | | | | | | | 195,111 | | | | | | | | 195,111 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro Forma Net Earnings | | | | | | | | | | | | | | | | | | $ | (6,873 | ) | | | | | | | | | | | | |
Merger and Acquisition Costs, net of tax | | | | | | | | | | | | | | | | | | | 50,609 | | | | | | | | | | | | | |
Performance Based Stock Option Costs, net of tax | | | | | | | | | | | | | | | | | | | 14,888 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro Forma Net Earnings, excluding selected items | | | | | | | | | | | | | | | | | | $ | 58,623 | | | | | | | | | | | | | |
Appendix B
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Quarter Ended March 31, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Adjusted | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Recapitalization | | | 2005 FIS | | | | | | | Pro Forma, | | | Purchase Price | | | | |
| | Certegy | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Adjustments | | | Acquisitions | | | Note | | | as adjusted | | | Amortization | | | Cash Earnings | |
Total revenue | | $ | 262,458 | | | $ | 651,580 | | | | | | | | | | | $ | 914,038 | | | | | | | | | | | | | | | $ | 914,038 | | | | | | | | | |
Total cost of revenue | | | 190,292 | | | | 430,075 | | | | 20,569 | | | | (1 | ) | | | 640,678 | | | | | | | | 564 | | | | (6 | ) | | | 641,242 | | | | | | | | | |
| | | | | | | | | | | (258 | ) | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 72,166 | | | | 221,505 | | | | (20,311 | ) | | | | | | | 273,360 | | | | — | | | | (564 | ) | | | | | | | 272,796 | | | | | | | | | |
General and administrative | | | 34,814 | | | | 110,556 | | | | (1,309 | ) | | | (2 | ) | | | 144,061 | | | | | | | | | | | | | | | | 144,061 | | | | | | | | | |
Research and development costs | | | — | | | | 23,936 | | | | | | | | | | | | 23,936 | | | | | | | | — | | | | | | | | 23,936 | | | | | | | | | |
Merger and Acquisition costs | | | 300 | | | | — | | | | (300 | ) | | | (3 | ) | | | — | | | | | | | | — | | | | | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 37,052 | | | | 87,013 | | | | (18,702 | ) | | | | | | | 105,363 | | | | — | | | | (564 | ) | | | | | | | 104,799 | | | | | | | | | |
Interest income (expense) and other | | | (3,140 | ) | | | (13,956 | ) | | | — | | | | | | | | (17,096 | ) | | | (21,031 | ) (5) | | | | | | | | | | | (38,127 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | 33,912 | | | | 73,057 | | | | (18,702 | ) | | | | | | | 88,267 | | | | (21,031 | ) | | | (564 | ) | | | | | | | 66,672 | | | | | | | | | |
Provision for income tax | | | 12,757 | | | | 28,054 | | | | (6,958 | ) | | | (4 | ) | | | 33,853 | | | | (7,824 | ) | | | (210 | ) | | | | | | | 25,819 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | 21,155 | | | | 45,003 | | | | (11,744 | ) | | | | | | | 54,414 | | | | (13,207 | ) | | | (354 | ) | | | | | | | 40,853 | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | — | | | | 1,238 | | | | — | | | | | | | | 1,238 | | | | — | | | | — | | | | | | | | 1,238 | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | (1,645 | ) | | | — | | | | | | | | (1,645 | ) | | | | | | | 640 | | | | | | | | (1,005 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 21,155 | | | $ | 44,596 | | | $ | (11,744 | ) | | | | | | $ | 54,007 | | | $ | (13,207 | ) | | $ | 286 | | | | | | | $ | 41,086 | | | $ | 33,258 | | | $ | 74,344 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 0.34 | | | $ | 0.35 | | | | | | | | | | | $ | 0.28 | | | | | | | | | | | | | | | $ | 0.22 | | | | | | | $ | 0.39 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 61,794 | | | | 127,920 | | | | | | | | | | | | 189,714 | | | | | | | | | | | | | | | | 189,714 | | | | | | | | 189,714 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 0.34 | | | $ | 0.35 | | | | | | | | | | | $ | 0.28 | | | | | | | | | | | | | | | $ | 0.22 | | | | | | | $ | 0.39 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 62,859 | | | | 127,920 | | | | | | | | | | | | 190,779 | | | | | | | | | | | | | | | | 190,779 | | | | | | | | 190,779 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
for the Quarter Ended June 30, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Adjusted | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Recapitalization | | | 2005 FIS | | | | | | | Pro Forma, | | | Purchase Price | | | | |
| | Certegy | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Adjustments | | | Acquisitions | | | Note | | | as adjusted | | | Amortization | | | Cash Earnings | |
Total revenue | | $ | 276,023 | | | $ | 708,713 | | | $ | — | | | | | | | $ | 984,736 | | | $ | — | | | | | | | | | | | $ | 984,736 | | | | | | | | | |
Total cost of revenue | | | 196,466 | | | | 453,504 | | | | 20,570 | | | | (1 | ) | | | 670,278 | | | | — | | | | 563 | | | | (6 | ) | | | 670,841 | | | | | | | | | |
| | | — | | | | — | | | | (262 | ) | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 79,557 | | | | 255,209 | | | | (20,308 | ) | | | | | | | 314,458 | | | | — | | | | (563 | ) | | | | | | | 313,895 | | | | | | | | | |
General and administrative | | | 35,188 | | | | 109,318 | | | | (1,310 | ) | | | (2 | ) | | | 143,196 | | | | — | | | | | | | | | | | | 143,196 | | | | | | | | | |
Research and development costs | | | — | | | | 28,303 | | | | | | | | | | | | 28,303 | | | | | | | | — | | | | | | | | 28,303 | | | | | | | | | |
Merger and Acquisition Costs | | | 992 | | | | — | | | | (992 | ) | | | (3 | ) | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 43,377 | | | | 117,588 | | | | (18,006 | ) | | | | | | | 142,959 | | | | — | | | | (563 | ) | | | | | | | 142,396 | | | | | | | | | |
Interest income (expense) and other | | | (2,674 | ) | | | (38,038 | ) | | | — | | | | | | | | (40,712 | ) | | | — | | | | | | | | | | | | (40,712 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | 40,703 | | | | 79,550 | | | | (18,006 | ) | | | | | | | 102,247 | | | | — | | | | (563 | ) | | | | | | | 101,684 | | | | | | | | | |
Provision for income tax | | | 15,312 | | | | 30,609 | | | | (6,698 | ) | | | (4 | ) | | | 39,223 | | | | — | | | | (209 | ) | | | | | | | 39,014 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | 25,391 | | | | 48,941 | | | | (11,308 | ) | | | | | | | 63,024 | | | | — | | | | (354 | ) | | | | | | | 62,670 | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | — | | | | 2,244 | | | | — | | | | | | | | 2,244 | | | | — | | | | — | | | | | | | | 2,244 | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | (2,609 | ) | | | — | | | | | | | | (2,609 | ) | | | — | | | | 988 | | | | | | | | (1,621 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 25,391 | | | $ | 48,576 | | | $ | (11,308 | ) | | | | | | $ | 62,659 | | | $ | — | | | $ | 634 | | | | | | | $ | 63,293 | | | $ | 32,232 | | | $ | 95,525 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 0.41 | | | $ | 0.38 | | | | | | | | | | | $ | 0.33 | | | | | | | | | | | | | | | $ | 0.33 | | | | | | | $ | 0.50 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 61,899 | | | | 127,920 | | | | | | | | | | | | 189,819 | | | | | | | | | | | | | | | | 189,819 | | | | | | | | 189,819 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 0.40 | | | $ | 0.38 | | | | | | | | | | | $ | 0.33 | | | | | | | | | | | | | | | $ | 0.33 | | | | | | | $ | 0.50 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 63,029 | | | | 127,920 | | | | | | | | | | | | 190,949 | | | | | | | | | | | | | | | | 190,949 | | | | | | | | 190,949 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Appendix B
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Quarter Ended September 30, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Adjusted | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Recapitalization | | | 2005 FIS | | | | | | | Pro Forma, | | | Purchase Price | | | | |
| | Certegy | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Adjustments | | | Acquisitions | | | Note | | | as adjusted | | | Amortization | | | Cash Earnings | |
Total revenue | | $ | 282,774 | | | $ | 698,109 | | | $ | — | | | | | | | $ | 980,883 | | | $ | — | | | | | | | | | | | $ | 980,883 | | | | | | | | | |
Total cost of revenue | | | 201,997 | | | | 447,794 | | | | 20,570 | | | | (1 | ) | | | 670,099 | | | | — | | | | 563 | | | | (6 | ) | | | 670,662 | | | | | | | | | |
| | | — | | | | — | | | | (262 | ) | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 80,777 | | | | 250,315 | | | | (20,308 | ) | | | | | | | 310,784 | | | | — | | | | (563 | ) | | | | | | | 310,221 | | | | | | | | | |
General and administrative | | | 30,749 | | | | 93,047 | | | | (1,310 | ) | | | (2 | ) | | | 122,486 | | | | — | | | | | | | | | | | | 122,486 | | | | | | | | | |
Research and development costs | | | — | | | | 33,545 | | | | | | | | | | | | 33,545 | | | | | | | | — | | | | | | | | 33,545 | | | | | | | | | |
Merger and Acquisition Costs | | | 7,010 | | | | — | | | | (7,010 | ) | | | (3 | ) | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 43,018 | | | | 123,723 | | | | (11,988 | ) | | | | | | | 154,753 | | | | — | | | | (563 | ) | | | | | | | 154,190 | | | | | | | | | |
Interest income (expense) and other | | | (2,451 | ) | | | (34,937 | ) | | | — | | | | | | | | (37,388 | ) | | | — | | | | | | | | | | | | (37,388 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | 40,567 | | | | 88,786 | | | | (11,988 | ) | | | | | | | 117,365 | | | | — | | | | (563 | ) | | | | | | | 116,802 | | | | | | | | | |
Provision for income tax | | | 17,900 | | | | 31,112 | | | | (4,460 | ) | | | (4 | ) | | | 44,552 | | | | — | | | | (209 | ) | | | | | | | 44,343 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | 22,667 | | | | 57,674 | | | | (7,528 | ) | | | | | | | 72,813 | | | | — | | | | (354 | ) | | | | | | | 72,459 | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | — | | | | 2,135 | | | | — | | | | | | | | 2,135 | | | | — | | | | — | | | | | | | | 2,135 | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | (1,917 | ) | | | — | | | | | | | | (1,917 | ) | | | — | | | | 740 | | | | | | | | (1,177 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 22,667 | | | $ | 57,892 | | | $ | (7,528 | ) | | | | | | $ | 73,031 | | | $ | — | | | $ | 386 | | | | | | | $ | 73,417 | | | $ | 29,227 | | | $ | 102,644 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 0.37 | | | $ | 0.45 | | | | | | | | | | | $ | 0.38 | | | | | | | | | | | | | | | $ | 0.39 | | | | | | | $ | 0.54 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 62,017 | | | | 127,920 | | | | | | | | | | | | 189,937 | | | | | | | | | | | | | | | | 189,937 | | | | | | | | 189,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 0.36 | | | $ | 0.45 | | | | | | | | | | | $ | 0.38 | | | | | | | | | | | | | | | $ | 0.38 | | | | | | | $ | 0.54 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 63,313 | | | | 127,920 | | | | | | | | | | | | 191,233 | | | | | | | | | | | | | | | | 191,233 | | | | | | | | 191,233 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
for the Quarter Ended December 31, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Adjusted | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Recapitalization | | | 2005 FIS | | | | | | | Pro Forma, | | | Purchase Price | | | | |
| | Certegy | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Adjustments | | | Acquisitions | | | Note | | | as adjusted | | | Amortization | | | Cash Earnings | |
Total revenue | | $ | 295,886 | | | $ | 707,683 | | | $ | — | | | | | | | $ | 1,003,569 | | | $ | — | | | | | | | | | | | $ | 1,003,569 | | | | | | | | | |
Total cost of revenue | | | 202,826 | | | | 461,912 | | | | 20,570 | | | | (1 | ) | | | 685,046 | | | | — | | | | | | | | | | | | 685,046 | | | | | | | | | |
| | | — | | | | — | | | | (262 | ) | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 93,060 | | | | 245,771 | | | | (20,308 | ) | | | | | | | 318,523 | | | | — | | | | — | | | | | | | | 318,523 | | | | | | | | | |
General and administrative | | | 28,692 | | | | 109,702 | | | | (1,310 | ) | | | (2 | ) | | | 137,084 | | | | — | | | | | | | | | | | | 137,084 | | | | | | | | | |
Research and development costs | | | — | | | | 27,714 | | | | | | | | | | | | 27,714 | | | | | | | | — | | | | | | | | 27,714 | | | | | | | | | |
Merger and Acquisition Costs | | | 2,860 | | | | — | | | | (2,860 | ) | | | (3 | ) | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 61,508 | | | | 108,355 | | | | (16,138 | ) | | | | | | | 153,725 | | | | — | | | | — | | | | | | | | 153,725 | | | | | | | | | |
Interest income (expense) and other | | | (2,132 | ) | | | (39,701 | ) | | | — | | | | | | | | (41,833 | ) | | | — | | | | | | | | | | | | (41,833 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | 59,376 | | | | 68,654 | | | | (16,138 | ) | | | | | | | 111,892 | | | | — | | | | — | | | | | | | | 111,892 | | | | | | | | | |
Provision for income tax | | | 22,958 | | | | 25,539 | | | | (6,003 | ) | | | (4 | ) | | | 42,494 | | | | — | | | | — | | | | | | | | 42,494 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | 36,418 | | | | 43,115 | | | | (10,135 | ) | | | | | | | 69,398 | | | | — | | | | — | | | | | | | | 69,398 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | (117 | ) | | | 650 | | | | — | | | | | | | | 533 | | | | — | | | | — | | | | | | | | 533 | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | 1,721 | | | | — | | | | | | | | 1,721 | | | | — | | | | — | | | | | | | | 1,721 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 36,301 | | | $ | 45,486 | | | $ | (10,135 | ) | | | | | | $ | 71,652 | | | $ | — | | | $ | — | | | | | | | $ | 71,652 | | | $ | 29,162 | | | $ | 100,814 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 0.58 | | | $ | 0.36 | | | | | | | | | | | $ | 0.38 | | | | | | | | | | | | | | | $ | 0.38 | | | | | | | $ | 0.53 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 62,326 | | | | 127,920 | | | | | | | | | | | | 190,246 | | | | | | | | | | | | | | | | 190,246 | | | | | | | | 190,246 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 0.57 | | | $ | 0.35 | | | | | | | | | | | $ | 0.37 | | | | | | | | | | | | | | | $ | 0.37 | | | | | | | $ | 0.52 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 63,796 | | | | 129,657 | | | | | | | | | | | | 193,453 | | | | | | | | | | | | | | | | 193,453 | | | | | | | | 193,453 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Appendix B
Notes to Unaudited Pro Forma Combined Statements of Continuing Operations for the four quarters of the year ended December 31, 2005 and the quarter ended March 31, 2006
These combined statements of continuing operations include the historical statements of continuing operations of Certegy and FIS as though the merger had occurred on January 1, 2005, adjusted for items related to the transaction as described below:
(1) | | Reflects the increase in amortization expense as a result of allocating an assumed portion of the merger consideration to intangible assets of Certegy, namely customer relationship intangibles and acquired software, and amortizing such intangibles over their estimated useful lives commencing as of the assumed acquisition date, offset by the amortization expense for such intangibles actually recorded by Certegy during the respective periods. Customer relationships are being amortized over 10 years on an accelerated method. Acquired computer software is being amortized over its estimated useful life of up to 10 years on an accelerated method. The acquired trademarks are considered to have indefinite useful lives and, therefore, are not reflected in these adjustments. The increase in amortization expense is $111.7 million offset by historical amortization of $29.4 million, or $82.3 million for the year ended December 31, 2005 and is allocated straight-line over the four quarters as presented and for January 2006 prior to the merger. |
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(2) | | Under the merger agreement, all Certegy stock options and restricted stock and restricted stock units will vest upon the closing of the merger. Accordingly, this adjustment reflects the elimination of historical stock compensation expense relating to the vesting of Certegy options in 2005, because such expense will be reflected at the time of closing of the merger. This adjustment amounts to a reduction in cost of revenues of $1.0 million and in selling, general and administrative costs of $11.2 million for the year ended December 31, 2005 and is allocated straight line over the four quarters presented and for the January 2006 period prior to the merger. Also, at closing, Certegy will grant approximately (1) 1.1 million options, which based on current assumptions, would have a fair value under SFAS No. 123R of approximately $11 per option, vesting over four years, and (2) 750,000 options, which based on current assumptions would have a fair value under SFAS No. 123R of approximately $12 per option, vesting over three years. The pro forma adjustment to increase stock compensation expense for these option grants is $5.9 million in 2005, all of which is reflected in selling, general and administrative costs and allocated straight line over the four quarters presented. |
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(3) | | Reflects the removal of merger and acquisition costs that were recognized as expense by Certegy in 2005. |
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(4) | | Reflects the tax benefit relating to the pro forma adjustments at the FIS tax rate of approximately 37.2% for the year ended December 31, 2005. |
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(5) | | Reflects an increase in interest expense for the year ended December 31, 2005 of $21.0 million, as if the recapitalization completed on March 9, 2005 was completed on January 1, 2005. |
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(6) | | This column represents the adjustments to purchase amortization and minority interest expense relating to the September 30, 2005 acquisition of the remaining 25.1% interest in Kordoba that FIS did not already own as if that acquisition occurred on January 1, 2005. |
Appendix C
Unaudited Pro Forma and Historical Segment Information
for the Quarters Ended March 31, 2006 and 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2006 - Quarter 1 | | Pro Forma | | | Historical | |
| | Transaction | | | Lender | | | | | | | | | | | Transaction | | | Lender | | | | | | | |
| | Processing | | | Processing | | | Corporate and | | | | | | | Processing | | | Processing | | | Corporate and | | | | |
| | Services | | | Services | | | Other | | | Total | | | Services | | | Services | | | Other | | | Total | |
Processing and services revenue | | | 592,511 | | | | 400,500 | | | | 840 | | | | 993,851 | | | | 501,548 | | | | 400,500 | | | | (1,112 | ) | | | 900,936 | |
Cost of revenues | | | 467,890 | | | | 234,521 | | | | — | | | | 702,411 | | | | 387,816 | | | | 234,521 | | | | — | | | | 622,337 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 124,621 | | | | 165,979 | | | | 840 | | | | 291,440 | | | | 113,732 | | | | 165,979 | | | | (1,112 | ) | | | 278,599 | |
Selling, general and admin costs | | | 43,926 | | | | 59,063 | | | | 129,630 | | | | 232,619 | | | | 39,516 | | | | 59,063 | | | | 47,150 | | | | 145,729 | |
Research development costs | | | 19,077 | | | | 8,983 | | | | — | | | | 28,060 | | | | 19,077 | | | | 8,983 | | | | — | | | | 28,060 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 61,618 | | | | 97,933 | | | | (128,790 | ) | | | 30,761 | | | | 55,139 | | | | 97,933 | | | | (48,262 | ) | | | 104,810 | |
Depreciation and amortization | | | 70,634 | | | | 36,120 | | | | 1,171 | | | | 107,925 | | | | 59,594 | | | | 36,120 | | | | 1,081 | | | | 96,795 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 132,252 | | | | 134,053 | | | | (127,619 | ) | | | 138,686 | | | | 114,733 | | | | 134,053 | | | | (47,181 | ) | | | 201,605 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ProForma EBITDA | | | 132,252 | | | | 134,053 | | | | (127,619 | ) | | | 138,686 | | | | | | | | | | | | | | | | | |
Merger and Acquisition costs | | | 753 | | | | 170 | | | | 80,828 | | | | 81,751 | | | | | | | | | | | | | | | | | |
Acceleration of performance-based shares | | | — | | | | — | | | | 24,130 | | | | 24,130 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ProForma EBITDA, excluding selected items | | | 133,005 | | | | 134,223 | | | | (22,661 | ) | | | 244,567 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2005 - Quarter 1 | | Pro Forma | | | Historical | |
| | Transaction | | | Lender | | | | | | | | | | | Transaction | | | Lender | | | | | | | |
| | Processing | | | Processing | | | Corporate and | | | | | | | Processing | | | Processing | | | Corporate and | | | | |
| | Services | | | Services | | | Other | | | Total | | | Services | | | Services | | | Other | | | Total | |
Processing and services revenue | | | 560,284 | | | | 354,867 | | | | (1,113 | ) | | | 914,038 | | | | 297,826 | | | | 354,867 | | | | (1,113 | ) | | | 651,580 | |
Cost of revenues | | | 437,462 | | | | 203,780 | | | | — | | | | 641,242 | | | | 226,295 | | | | 203,780 | | | | — | | | | 430,075 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 122,822 | | | | 151,087 | | | | (1,113 | ) | | | 272,796 | | | | 71,531 | | | | 151,087 | | | | (1,113 | ) | | | 221,505 | |
Selling, general and admin costs | | | 52,334 | | | | 62,821 | | | | 28,906 | | | | 144,061 | | | | 28,506 | | | | 62,821 | | | | 19,229 | | | | 110,556 | |
Research development costs | | | 19,461 | | | | 4,475 | | | | — | | | | 23,936 | | | | 19,461 | | | | 4,475 | | | | — | | | | 23,936 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 51,027 | | | | 83,791 | | | | (30,019 | ) | | | 104,799 | | | | 23,564 | | | | 83,791 | | | | (20,342 | ) | | | 87,013 | |
Depreciation and amortization | | | 70,375 | | | | 38,502 | | | | 525 | | | | 109,402 | | | | 37,039 | | | | 38,502 | | | | 199 | | | | 75,740 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 121,402 | | | | 122,293 | | | | (29,494 | ) | | | 214,201 | | | | 60,603 | | | | 122,293 | | | | (20,143 | ) | | | 162,753 | |
| | | | | | | | | | | | | | | | | | | | | | | | |