Exhibit 99.1
| | |
 | | PRESS RELEASE |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
REPORTS RECORD REVENUE GROWTH OF 15.1%
SECOND QUARTER REVENUES REACH $1.2 BILLION
Jacksonville, Fla. – July 24, 2007— Fidelity National Information Services, Inc. (NYSE:FIS), a leading global provider of technology services to financial institutions, today announced financial results for the second quarter of 2007. Consolidated revenue increased to $1.2 billion, net earnings increased to $148.0 million and net earnings per diluted share totaled $0.75, which includes a $58.0 million, or $0.29 per share, after-tax gain on the sale of Covansys Corporation common stock.
FIS reported revenue growth of 15.1%, adjusted EBITDA growth of 10.9% and adjusted cash earnings per diluted share of $0.59. “We are very pleased with the outstanding second quarter results and the strong contribution from each of our businesses,” stated FIS Executive Chairman William P. Foley, II. “We are also very excited about our pending merger with eFunds, which will strengthen our competitive position adding scale, additional product capability, and broader global reach.”
FIS’ operating results are presented on a U.S. generally accepted accounting principles (“GAAP”) basis and on an adjusted pro forma basis, which management believes provides more meaningful comparisons between the periods presented. FIS’ full year 2006 pro forma results reflect a January 1, 2006 effective date for the merger between FIS and Certegy. Additionally, the adjusted pro forma results exclude certain merger and acquisition and integration expenses, certain stock compensation charges, debt restructuring charges, and a gain on the sale of Covansys Corporation common stock. Reconciliations between GAAP and pro forma results are provided in the attachments to this press release, which are posted on the company’s website at http://www.fidelityinfoservices.com.
| | | | | | | | |
| | 2nd Quarter | | 2nd Quarter |
GAAP | | 2007 | | 2006 |
Total Revenue | | $1,176.2 million | | $1,021.9 million |
Net Earnings | | $148.0 million | | $66.0 million |
Net Earnings Per Diluted Share | | $ | 0.75 | | | $ | 0.34 | |
| | | | | | | | | | | | |
Adjusted, excluding items | | | | | | |
described above | | 2nd Quarter | | 2nd Quarter | | % |
(see Appendix A) | | 2007 | | 2006 | | Chg |
Total Revenue | | $1,176.2 million | | $1,021.9 million | | | 15.1 | % |
EBITDA | | $299.6 million | | $270.1 million | | | 10.9 | % |
Net Earnings | | $91.4 million | | $70.3 million | | | 29.9 | % |
Net Earnings Per Diluted Share | | $ | 0.46 | | | $ | 0.37 | | | | 24.3 | % |
Cash Earnings | | $115.3 million | | $98.9 million | | | 16.6 | % |
Cash Earnings Per Diluted Share | | $ | 0.59 | | | $ | 0.51 | | | | 15.7 | % |
Diluted Shares Outstanding | | 197.0 million | | 195.4 million | | | | |
FIS presents its financial results in accordance with GAAP. However, in order to provide the investment community with a broader 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 tax-adjusted purchase price amortization (“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. Reconciliations between GAAP and non-GAAP results and schedules showing historical detail are provided in the attachments to this press release.
Segment Information
FIS’ Transaction Processing Services generated revenue of $709.7 million, or 16.0% over the prior-year period, driven by 44.3% growth in International, 11.0% growth in Enterprise Solutions and 9.1% growth in Integrated Financial Solutions. Strong new sales, expansion within the existing client base and the Company’s item processing operation in Brazil contributed to the strong revenue growth. Transaction Processing Services’ EBITDA increased 16.3% over the prior-year quarter to $171.5 million. The EBITDA margin was 24.2%, which was comparable to the 24.1% margin reported for the second quarter of 2006.
Lender Processing Services’ revenue increased 13.3% to $462.5 million, driven by 20.3% growth in Information Services, which continues to benefit from strong results within default solutions, appraisal, and title and settlement services. Lender Processing Services’ EBITDA was $149.0 million, or 5.4% above the prior year quarter. The EBITDA margin was 32.2%, compared to 31.5% in the first quarter of 2007, and 34.7% in the second quarter of 2006. The decline from the prior year quarter is primarily the result of significant growth in lower margin appraisal volumes.
Additional segment information is provided in the following table. Certain prior year numbers have been adjusted to reflect subsequent reclassifications between business units:
| | | | | | | | | | | | |
Segment Revenues | | 2nd Quarter | | | 2nd Quarter | | | | |
(amounts in millions) | | 2007 | | | 2006 | | | % Chg | |
Transaction Processing Services: | | | | | | | | | | | | |
Integrated Financial Solutions | | $ | 297.1 | | | $ | 272.4 | | | | 9.1 | % |
Enterprise Solutions | | | 270.1 | | | | 243.3 | | | | 11.0 | % |
International | | | 143.3 | | | | 99.3 | | | | 44.3 | % |
Other | | | (0.8 | ) | | | (2.9 | ) | | | 73.2 | % |
| | $ | 709.7 | | | $ | 612.1 | | | | 16.0 | % |
Lender Processing Services: | | | | | | | | | | | | |
Mortgage Processing | | $ | 97.3 | | | $ | 93.2 | | | | 4.5 | % |
Information Services | | | 365.2 | | | | 303.5 | | | | 20.3 | % |
Other | | | — | | | | 11.4 | | | | (100.0 | %) |
| | $ | 462.5 | | | $ | 408.1 | | | | 13.3 | % |
| | | | | | | | | | | | |
Corporate | | $ | 4.0 | | | $ | 1.7 | | | | 124.8 | % |
| | | | | | | | | | | | |
Total FIS | | $ | 1,176.2 | | | $ | 1,021.9 | | | | 15.1 | % |
Corporate expense for the second quarter of 2007 totaled $21.0 million. The $2.1 million increase compared to the prior year quarter is attributable to a $4.0 million increase in stock option expense. The effective tax rate was 36.9%.
Outlook
The Company reiterates its full year guidance for adjusted earnings per diluted share of $1.97 to $2.03, and adjusted cash earnings per diluted share of $2.47 to $2.53. Management expects 2007 pro forma revenue growth of 9% to 11% (compared to previous guidance of 7% to 9%) and adjusted pro forma EBITDA growth to approach the high end of its previously announced guidance of 10% to 12%.
On June 27, 2007, FIS announced a definitive agreement to acquire EFD/eFunds Corporation in an all cash transaction valued at approximately $1.8 billion. The transaction is expected to be completed by the end of the third quarter of 2007, subject to certain regulatory approvals, approval by EFD shareholders and customary closing conditions. The transaction is expected to be neutral to cash earnings per diluted share in
2007. Including synergies, the transaction is expected to be accretive to adjusted cash earnings per diluted share in 2008.
FIS will host a call with investors and analysts to discuss second quarter results on Wednesday, July 25, 2007, beginning at 10:30 a.m. Eastern time. Those wishing to participate via the webcast should access the call through FIS’ Investor Relations website athttp://www.fidelityinfoservices.com.Those wishing to participate via the telephone may do so by calling 800-553-0358 (USA) or 612-332-0720 (International). The webcast replay will be available on FIS’ Investor Relations website. The telephone replay will be available through August 1, 2007, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 877965.
About Fidelity National Information Services
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 10. Approximately 50 percent of all U.S. residential mortgages are processed using FIS software. FIS is a member of Standard and Poor’s (S&P) 500® Index and has been ranked the number one banking service provider in the world byAmerican Bankerand the research firm Financial Insights and the number two overall financial technology provider in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS maintains a strong global presence, serving more than 7,800 financial institutions in more than 60 countries worldwide. For more information on Fidelity National Information Services, please visitwww.fidelityinfoservices.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 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; the risks and uncertainties related to our recently announced data theft, which continues to be investigated, and which includes the potential for fines, increased operating costs and loss of business; the possibility that our future acquisition of EFD/eFunds, which is subject to regulatory and EFD shareholder approval, may not be completed or may not be accretive to our earnings due to undisclosed liabilities, management or integration issues, loss of customers or other factors; 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.
FIS-e
SOURCE: Fidelity National Information Services, Inc.
CONTACT: Mary Waggoner, Senior Vice President, Investor Relations, 904-854-3282,
mary.waggoner@fnis.com
Michelle Kersch, Senior Vice President, Corporate Communications, 904-854-5043,
michelle.kersch@fnis.com
###
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES
UNAUDITED CONSOLIDATED RESULTS FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2007 AND 2006
(In thousands)
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Processing and services revenues | | $ | 1,176,238 | | | $ | 1,021,946 | | | $ | 2,300,304 | | | $ | 1,922,882 | |
| | | | | | | | | | | | | | | | |
Cost of revenues | | | 842,946 | | | | 719,718 | | | | 1,656,262 | | | | 1,342,055 | |
Selling, general, and administrative expenses | | | 125,770 | | | | 125,866 | | | | 245,253 | | | | 271,595 | |
Research and development costs | | | 23,588 | | | | 23,646 | | | | 50,697 | | | | 51,706 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating income | | | 183,934 | | | | 152,716 | | | | 348,092 | | | | 257,526 | |
|
Other income (expense) | | | | | | | | | | | | | | | | |
Interest income | | | 578 | | | | 1,533 | | | | 1,267 | | | | 3,424 | |
Gain on sale of Covansys stock | | | 92,044 | | | | — | | | | 92,044 | | | | — | |
Other income (expense) | | | 812 | | | | 866 | | | | 1,480 | | | | (1,244 | ) |
Interest expense | | | (42,991 | ) | | | (49,033 | ) | | | (115,106 | ) | | | (92,301 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | 50,443 | | | | (46,634 | ) | | | (20,315 | ) | | | (90,121 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes, equity earnings and minority interest | | | 234,377 | | | | 106,082 | | | | 327,777 | | | | 167,405 | |
Provision for income taxes | | | 86,533 | | | | 40,629 | | | | 121,278 | | | | 64,116 | |
Equity in earnings of unconsolidated entities | | | 736 | | | | 259 | | | | 1,672 | | | | 2,092 | |
Minority interest expense (income) | | | 576 | | | | (317 | ) | | | 664 | | | | (6 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings | | $ | 148,004 | | | $ | 66,029 | | | $ | 207,507 | | | $ | 105,387 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share-basic | | $ | 0.77 | | | $ | 0.34 | | | $ | 1.08 | | | $ | 0.58 | |
Weighted average shares outstanding-basic | | | 192,743 | | | | 192,224 | | | | 192,323 | | | | 181,168 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share-diluted | | $ | 0.75 | | | $ | 0.34 | | | $ | 1.06 | | | $ | 0.57 | |
Weighted average shares outstanding-diluted | | | 196,977 | | | | 195,374 | | | | 196,395 | | | | 184,242 | |
| | | | | | | | | | | | |
Appendix A- Historical Detail and Reconciliation of Non-GAAP Measures
EBITDA Detail
| | | | |
2007 Q2 | | FIS | |
Net Earnings | | $ | 148,004 | |
+ Interest Expense | | | 42,991 | |
+ Minority Interest | | | 576 | |
+ Income Taxes | | | 86,533 | |
+ Depreciation/Amort | | | 113,891 | |
- Interest Income | | | (578 | ) |
- Equity in (Earnings) Losses of Unconsolidated Entities, net of tax | | | (736 | ) |
- Other (Income) Expense | | | (812 | ) |
- Covansys Gain | | | (92,044 | ) |
| | | |
EBITDA | | $ | 297,825 | |
| | | |
EBITDA Detail
| | | | |
2006 Q2 | | FIS | |
Net Earnings | | $ | 66,029 | |
+ Interest Expense | | | 49,033 | |
+ Minority Interest | | | (317 | ) |
+ Income Taxes | | | 40,629 | |
+ Depreciation/Amort | | | 110,374 | |
- Interest Income | | | (1,533 | ) |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (259 | ) |
- Other (Income) Expense | | | (866 | ) |
- Covansys Gain | | | — | |
| | | |
EBITDA | | $ | 263,090 | |
| | | |
EBITDA Margin
| | | | |
2007 Q2 | | FIS |
EBITDA | | $ | 297,825 | |
Revenue | | $ | 1,176,238 | |
EBITDA Margin | | | 25.3 | % |
EBITDA Margin
| | | | |
2006 Q2 | | FIS |
EBITDA | | $ | 263,090 | |
Revenue | | $ | 1,021,946 | |
EBITDA Margin | | | 25.7 | % |
EBIT Detail
| | | | |
2007 Q2 | | FIS | |
Net Earnings | | $ | 148,004 | |
+ Interest Expense | | | 42,991 | |
+ Minority Interest | | | 576 | |
+ Income Taxes | | | 86,533 | |
- Interest Income | | | (578 | ) |
- Equity in (Earnings) Losses of Unconsolidated Entities, net of tax | | | (736 | ) |
- Other (Income) Expense | | | (812 | ) |
- Covansys Gain | | | (92,044 | ) |
| | | |
EBIT | | $ | 183,934 | |
| | | |
EBIT Detail
| | | | |
2006 Q2 | | FIS | |
Net Earnings | | $ | 66,029 | |
+ Interest Expense | | | 49,033 | |
+ Minority Interest | | | (317 | ) |
+ Income Taxes | | | 40,629 | |
- Interest Income | | | (1,533 | ) |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (259 | ) |
- Other (Income) Expense | | | (866 | ) |
- Covansys Gain | | | — | |
| | | |
EBIT | | $ | 152,716 | |
| | | |
EBIT Margin
| | | | |
2007 Q2 | | FIS |
EBIT | | $ | 183,934 | |
Revenue | | $ | 1,176,238 | |
EBIT Margin | | | 15.6 | % |
EBIT Margin
| | | | |
2006 Q2 | | FIS |
EBIT | | $ | 152,716 | |
Revenue | | $ | 1,021,946 | |
EBIT Margin | | | 14.9 | % |
Adjusted Diluted EPS
| | | | |
2007 Q2 | | FIS |
Net Earnings | | $ | 148,004 | |
Adjusted diluted EPS | | $ | 0.75 | |
Diluted Shares Outstanding | | | 196,977 | |
Adjusted Diluted EPS
| | | | |
2006 Q2 | | FIS |
Net Earnings | | $ | 66,029 | |
Adjusted EPS | | $ | 0.34 | |
Diluted Shares Outstanding | | | 195,374 | |
Cash Earnings
| | | | |
2007 Q2 | | FIS | |
Net Earnings | | $ | 148,004 | |
+ Tax Adjusted Purchase Price Amortization | | | 23,901 | |
| | | |
Cash Earnings | | $ | 171,905 | |
| | | |
| | | | |
Diluted Cash EPS | | $ | 0.87 | |
Diluted Shares Outstanding | | | 196,977 | |
Cash Earnings
| | | | |
2006 Q2 | | FIS | |
Net Earnings | | $ | 66,029 | |
+ Tax Adjusted Purchase Price Amortization | | | 28,597 | |
| | | |
Cash Earnings | | $ | 94,626 | |
| | | |
| | | | |
Diluted Cash EPS | | $ | 0.48 | |
Diluted Shares Outstanding | | | 195,374 | |
Free Cash Flow
| | | | |
2007 Q2 | | FIS | |
Net Earnings | | $ | 148,004 | |
+ Depreciation/Amort | | | 113,891 | |
- Capital Expenditures | | | (79,894 | ) |
| | | |
Free Cash Flow | | $ | 182,001 | |
| | | |
Free Cash Flow
| | | | |
2006 Q2 | | FIS | |
Net Earnings | | $ | 66,029 | |
+ Depreciation/Amort | | | 110,374 | |
- Capital Expenditures | | | (80,156 | ) |
| | | |
Free Cash Flow | | $ | 96,247 | |
| | | | |
2007 Q2 | | | | |
Stock Compensation | | $ | 8,752 | |
| | | | |
2006 Q2 | | | | |
Stock Compensation | | $ | 4,829 | |
2007 Q2 Financial Measures Excluding Non Recurring Items
| | | | |
EBITDA | | $ | 297,825 | |
Merger and Acquisition, and Integration Costs | | | 1,802 | |
| | | |
EBITDA, excluding non recurring items | | $ | 299,627 | |
| | | |
| | | | |
Net Earnings | | $ | 148,004 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 1,385 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Net Earnings, excluding non recurring items | | $ | 91,401 | |
| | | |
| | | | |
Diluted Shares Outstanding | | | 196,977 | |
| | | | |
Net Earnings per diluted share | | $ | 0.75 | |
Merger and Acquisition, and Integration Costs per share | | | 0.01 | |
Covansys Gain, net of tax | | | (0.29 | ) |
| | | |
Net Earnings per diluted share, excluding non recurring items | | $ | 0.46 | |
| | | |
| | | | |
Cash Earnings | | $ | 171,905 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 1,385 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Cash Earnings, excluding non recurring items | | $ | 115,302 | |
| | | |
| | | | |
Cash Earnings per diluted share | | $ | 0.87 | |
Merger and Acquisition, and Integration Costs per share | | | 0.01 | |
Covansys Gain, net of tax | | | (0.29 | ) |
| | | |
Cash Earnings per diluted share, excluding non recurring items | | $ | 0.59 | |
| | | |
| | | | |
Free Cash Flow | | $ | 182,001 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 1,132 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Free Cash Flow, excluding non recurring items | | $ | 125,145 | |
| | | |
2006 Q2 Financial Measures Excluding Selected Items
| | | | |
EBITDA | | $ | 263,090 | |
Merger and Acquisition, and Integration Costs | | | 6,978 | |
| | | |
EBITDA, excluding non recurring items | | $ | 270,068 | |
| | | |
| | | | |
Net Earnings | | $ | 66,029 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 4,305 | |
| | | |
Net Earnings, excluding non recurring items | | $ | 70,334 | |
| | | |
| | | | |
Diluted Shares Outstanding | | | 195,374 | |
| | | | |
Net Earnings per diluted share | | $ | 0.34 | |
Merger and Acquisition, and Integration Costs per share | | | 0.03 | |
| | | |
Net Earnings per diluted share, excluding non recurring items | | $ | 0.37 | |
| | | |
| | | | |
Cash Earnings | | $ | 94,626 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 4,305 | |
| | | |
Cash Earnings, excluding non recurring items | | $ | 98,931 | |
| | | |
| | | | |
Cash Earnings per diluted share | | $ | 0.48 | |
Merger and Acquisition, and Integration Costs per share | | | 0.03 | |
| | | |
Cash Earnings per diluted share, excluding non recurring items | | $ | 0.51 | |
| | | |
| | | | |
Free Cash Flow | | $ | 96,247 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 4,305 | |
| | | |
Free Cash Flow, excluding non recurring items | | $ | 100,552 | |
| | | |
NOTE: The Adjustments Column (2006 only) represents pro forma adjustments relating to the merger transaction between CEY and FIS to reflect as if the merger occurred January 1, 2006
EBITDA Detail
| | | | |
2007 Six Months | | FIS | |
Net Earnings | | $ | 207,507 | |
+ Interest Expense | | | 115,106 | |
+ Minority Interest | | | 664 | |
+ Income Taxes | | | 121,278 | |
+ Depreciation/Amort | | | 224,503 | |
- Interest Income | | | (1,267 | ) |
| | | | |
- Equity in (Earnings) Losses of Unconsolidated Entities, net of tax | | | (1,672 | ) |
- Other (Income) Expense | | | (1,480 | ) |
- Covansys Gain | | | (92,044 | ) |
| | | |
EBITDA | | $ | 572,595 | |
| | | |
EBITDA Detail
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
Net Earnings | | $ | 105,387 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | 59,156 | |
+ Interest Expense | | | 92,301 | | | | 1,081 | | | | — | | | | 93,382 | |
+ Minority Interest | | | (6 | ) | | | — | | | | — | | | | (6 | ) |
+ Income Taxes | | | 64,116 | | | | (26,396 | ) | | | (2,626 | ) | | | 35,094 | |
+ Depreciation/Amort | | | 207,169 | | | | 4,274 | | | | 6,856 | | | | 218,299 | |
- Interest Income | | | (3,424 | ) | | | — | | | | — | | | | (3,424 | ) |
| | | | | | | | | | | | | | | | |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (2,092 | ) | | | — | | | | | | | | (2,092 | ) |
- Other (Income) Expense | | | 1,244 | | | | 123 | | | | | | | | 1,367 | |
- Covansys Gain | | | — | | | | — | | | | — | | | | — | |
| | |
EBITDA | | $ | 464,695 | | | $ | (63,441 | ) | | $ | 522 | | | $ | 401,776 | |
| | |
EBITDA Margin
| | | | |
2007 Six Months | | FIS |
EBITDA | | $ | 572,595 | |
Revenue | | $ | 2,300,304 | |
EBITDA Margin | | | 24.9 | % |
EBITDA Margin
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
EBITDA | | $ | 464,695 | | | $ | (63,441 | ) | | $ | 522 | | | $ | 401,776 | |
Revenue | | $ | 1,922,882 | | | $ | 92,915 | | | $ | — | | | $ | 2,015,797 | |
EBITDA Margin | | | 24.2 | % | | | -68.3 | % | | | | | | | 19.9 | % |
EBIT Detail
| | | | |
2007 Six Months | | FIS | |
Net Earnings | | $ | 207,507 | |
+ Interest Expense | | | 115,106 | |
+ Minority Interest | | | 664 | |
+ Income Taxes | | | 121,278 | |
- Interest Income | | | (1,267 | ) |
| | | | |
- Equity in (Earnings) Losses of Unconsolidated Entities, net of tax | | | (1,672 | ) |
- Other (Income) Expense | | | (1,480 | ) |
- Covansys Gain | | | (92,044 | ) |
| | | |
EBIT | | $ | 348,092 | |
| | | |
EBIT Detail
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
Net Earnings | | $ | 105,387 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | 59,156 | |
+ Interest Expense | | | 92,301 | | | | 1,081 | | | | — | | | | 93,382 | |
+ Minority Interest | | | (6 | ) | | | — | | | | — | | | | (6 | ) |
+ Income Taxes | | | 64,116 | | | | (26,396 | ) | | | (2,626 | ) | | | 35,094 | |
- Interest Income | | | (3,424 | ) | | | — | | | | — | | | | (3,424 | ) |
| | | | | | | | | | | | | | | | |
- Equity in (Earnings) Loss of Unconsolidated Entities, net of tax | | | (2,092 | ) | | | — | | | | — | | | | (2,092 | ) |
- Other (Income) Expense | | | 1,244 | | | | 123 | | | | — | | | | 1,367 | |
- Covansys Gain | | | — | | | | — | | | | — | | | | — | |
| | |
EBIT | | $ | 257,526 | | | $ | (67,715 | ) | | $ | (6,334 | ) | | $ | 183,477 | |
| | |
EBIT Margin
| | | | |
2007 Six Months | | FIS |
EBIT | | $ | 348,092 | |
Revenue | | $ | 2,300,304 | |
EBIT Margin | | | 15.1 | % |
EBIT Margin
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
EBIT | | $ | 257,526 | | | $ | (67,715 | ) | | $ | (6,334 | ) | | $ | 183,477 | |
Revenue | | $ | 1,922,882 | | | $ | 92,915 | | | $ | — | | | $ | 2,015,797 | |
EBIT Margin | | | 13.4 | % | | | -72.9 | % | | | | | | | 9.1 | % |
Adjusted Diluted EPS
| | | | |
2007 Six Months | | FIS |
Net Earnings | | $ | 207,507 | |
Adjusted diluted EPS | | $ | 1.06 | |
Diluted Shares Outstanding | | | 196,395 | |
Adjusted Diluted EPS
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
Net Earnings | | $ | 105,387 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | 59,156 | |
Adjusted EPS | | $ | 0.57 | | | | | | | | | | | $ | 0.30 | |
Diluted Shares Outstanding | | | 184,242 | | | | | | | | | | | | 195,244 | |
Cash Earnings
| | | | |
2007 Six Months | | FIS | |
Net Earnings | | $ | 207,507 | |
+ Tax Adjusted Purchase Price Amortization | | | 49,513 | |
| | | |
Cash Earnings | | $ | 257,020 | |
| | | |
| | | | |
Diluted Cash EPS | | $ | 1.31 | |
Diluted Shares Outstanding | | | 196,395 | |
Cash Earnings
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
Net Earnings | | $ | 105,387 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | 59,156 | |
+ Tax Adjusted Purchase Price Amortization | | | 53,117 | | | | 233 | | | | 3,524 | | | | 56,874 | |
| | |
Cash Earnings | | $ | 158,504 | | | $ | (42,290 | ) | | $ | (184 | ) | | $ | 116,030 | |
| | |
| | | | | | | | | | | | | | | | |
Diluted Cash EPS | | $ | 0.86 | | | | | | | | | | | $ | 0.59 | |
Diluted Shares Outstanding | | | 184,242 | | | | | | | | | | | | 195,244 | |
Free Cash Flow
| | | | |
2007 Six Months | | FIS | |
Net Earnings | | $ | 207,507 | |
+ Depreciation/Amort | | | 224,503 | |
- Capital Expenditures | | | (154,010 | ) |
| | | |
Free Cash Flow | | $ | 278,000 | |
| | | |
Free Cash Flow
| | | | | | | | | | | | | | | | |
2006 Six Months | | FIS | | CEY-Jan | | ADJ | | Pro Forma |
Net Earnings | | $ | 105,387 | | | $ | (42,523 | ) | | $ | (3,708 | ) | | $ | 59,156 | |
+ Depreciation/Amort | | | 207,169 | | | | 4,274 | | | | 6,856 | | | | 218,299 | |
- Capital Expenditures | | | (149,420 | ) | | | (5,200 | ) | | | — | | | | (154,620 | ) |
| | |
Free Cash Flow | | $ | 163,136 | | | $ | (43,449 | ) | | $ | 3,148 | | | $ | 122,835 | |
| | | | |
2007 Six Months | | | | |
Stock Compensation | | $ | 17,241 | |
| | | | | | | | | | | | | | | | |
2006 Six Months | | | | | | | | | | | | | | | | |
Stock Compensation | | $ | 32,787 | | | $ | 552 | | | $ | (552 | ) | | $ | 32,787 | |
2007 Six Months Financial Measures Excluding Non Recurring Items
| | | | |
EBITDA | | $ | 572,595 | |
Merger and Acquisition, and Integration Costs | | | 6,080 | |
| | | |
EBITDA, excluding non recurring items | | $ | 578,675 | |
| | | |
| | | | |
Net Earnings | | $ | 207,507 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 4,501 | |
Debt Restructure Charge, net of tax | | | 17,059 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Net Earnings, excluding non recurring items | | $ | 171,079 | |
| | | |
| | | | |
Diluted Shares Outstanding | | | 196,395 | |
| | | | |
Net Earnings per diluted share | | $ | 1.06 | |
Merger and Acquisition, and Integration Costs per share | | | 0.02 | |
Debt Restructure Charge per share | | | 0.09 | |
Covansys Gain, net of tax | | | (0.30 | ) |
| | | |
Net Earnings per diluted share, excluding non recurring items | | $ | 0.87 | |
| | | |
| | | | |
Cash Earnings | | $ | 257,020 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 4,501 | |
Debt Restructure Charge, net of tax | | | 17,059 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Cash Earnings, excluding non recurring items | | $ | 220,592 | |
| | | |
| | | | |
Cash Earnings per diluted share | | $ | 1.31 | |
Merger and Acquisition, and Integration Costs per share | | | 0.02 | |
Debt Restructure Charge per share | | | 0.09 | |
Covansys Gain, net of tax | | | (0.30 | ) |
| | | |
Cash Earnings per diluted share, excluding non recurring items | | $ | 1.12 | |
| | | |
| | | | |
Free Cash Flow | | $ | 278,000 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 3,564 | |
Debt Restructure Charge, net of tax | | | 17,059 | |
Covansys Gain, net of tax | | | (57,988 | ) |
| | | |
Free Cash Flow, excluding non recurring items | | $ | 240,635 | |
| | | |
2006 Six Months Pro Forma Measures Excluding Selected Items
| | | | |
Pro Forma EBITDA | | $ | 401,776 | |
Merger and Acquisition, and Integration Costs | | | 88,729 | |
Performance Based Stock Option Costs | | | 24,130 | |
| | | |
Pro Forma EBITDA, excluding non recurring items | | $ | 514,635 | |
| | | |
| | | | |
Pro Forma Net Earnings | | $ | 59,156 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 54,914 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Pro Forma Net Earnings, excluding non recurring items | | $ | 128,958 | |
| | | |
| | | | |
Diluted Shares Outstanding | | | 184,242 | |
Adjustment as if transaction took place 1/1/2005 | | | 11,002 | |
| | | |
Pro Forma Diluted Shares Outstanding | | | 195,244 | |
| | | |
| | | | |
Pro Forma Net Earnings per diluted share | | $ | 0.30 | |
Merger and Acquisition, and Integration Costs per share | | | 0.28 | |
Performance Based Stock Option Costs per share | | | 0.08 | |
| | | |
Pro Forma Net Earnings per diluted share, excluding non recurring items | | $ | 0.66 | |
| | | |
| | | | |
Cash Earnings | | $ | 116,030 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 54,914 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Cash Earnings, excluding non recurring items | | $ | 185,832 | |
| | | |
| | | | |
Cash Earnings per diluted share | | $ | 0.59 | |
Merger and Acquisition, and Integration Costs per share | | | 0.28 | |
Performance Based Stock Option Costs per share | | | 0.08 | |
| | | |
Cash Earnings per diluted share, excluding non recurring items | | $ | 0.95 | |
| | | |
| | | | |
Free Cash Flow | | $ | 122,835 | |
Merger and Acquisition, and Integration Costs, net of tax | | | 54,914 | |
Performance Based Stock Option Costs, net of tax | | | 14,888 | |
| | | |
Free Cash Flow, excluding non recurring items | | $ | 192,637 | |
| | | |
Appendix B
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Six Months Ended June 30, 2006
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Tax Adjusted | | | | |
| | | | | | | | | | Pro Forma | | | | | | | | | | | Purchase Price | | | Cash | |
| | Certegy-Jan | | | FIS | | | Adjustments | | | Note | | | Pro Forma | | | Amortization | | | Earnings | |
Total revenue | | $ | 92,915 | | | $ | 1,922,882 | | | | | | | | | | | $ | 2,015,797 | | | | | | | | | |
Total cost of revenue | | | 73,218 | | | | 1,342,055 | | | | 6,856 | | | | (1 | ) | | | 1,422,129 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit (loss) | | | 19,697 | | | | 580,827 | | | | (6,856 | ) | | | | | | | 593,668 | | | | | | | | | |
General and administrative | | | 7,645 | | | | 271,595 | | | | (522 | ) | | | (2 | ) | | | 278,718 | | | | | | | | | |
Research and development costs | | | — | | | | 51,706 | | | | | | | | | | | | 51,706 | | | | | | | | | |
Merger and Acquisition costs | | | 79,767 | | | | — | | | | | | | | | | | | 79,767 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (67,715 | ) | | | 257,526 | | | | (6,334 | ) | | | | | | | 183,477 | | | | | | | | | |
Interest income (expense) and other | | | (1,204 | ) | | | (90,121 | ) | | | — | | | | | | | | (91,325 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations before tax and min. int | | | (68,919 | ) | | | 167,405 | | | | (6,334 | ) | | | | | | | 92,152 | | | | | | | | | |
Provision for income tax | | | (26,396 | ) | | | 64,116 | | | | (2,626 | ) | | | (3 | ) | | | 35,094 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | (42,523 | ) | | | 103,289 | | | | (3,708 | ) | | | | | | | 57,058 | | | | | | | | | |
Equity in earnings (loss) of unconsolidated entities, net | | | — | | | | 2,092 | | | | — | | | | | | | | 2,092 | | | | | | | | | |
Minority interests in earnings, net of tax | | | — | | | | 6 | | | | — | | | | | | | | 6 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | (42,523 | ) | | $ | 105,387 | | | $ | (3,708 | ) | | | | | | $ | 59,156 | | | $ | 56,874 | | | $ | 116,030 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | (0.68 | ) | | $ | 0.58 | | | | | | | | | | | $ | 0.31 | | | | | | | $ | 0.60 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 62,326 | | | | 181,168 | | | | | | | | | | | | 192,017 | | | | | | | | 192,017 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | (0.67 | ) | | $ | 0.57 | | | | | | | | | | | $ | 0.30 | | | | | | | $ | 0.59 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 63,796 | | | | 184,242 | | | | | | | | | | | | 195,244 | | | | | | | | 195,244 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro Forma Net Earnings | | | | | | | | | | | | | | | | | | $ | 59,156 | | | | | | | | | |
Merger and Acquisition Costs, net of tax | | | | | | | | | | | | | | | | | | | 54,914 | | | | | | | | | |
Performance Based Stock Option Costs, net of tax | | | | | | | | | | | | | | | | | | | 14,888 | | | | | | | | | |
Pro Forma Net Earnings, excluding selected items | | | | | | | | | | | | | | | | | | $ | 128,958 | | | | | | | | | |
Appendix B
Notes to Unaudited Pro Forma Combined Statements of Continuing Operations
for the six months ended June 30, 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, 2006, 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 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. |
| (2) | | Under the merger agreement, all Certegy stock options and restricted stock and restricted stock units vested 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 January 2006 (prior to merger), because such expense was reflected at the time of closing of the merger offset by option costs relating to options granted by FIS to certain employees of Certegy who remained with the merged entity. |
| (3) | | Reflects the tax benefit relating to the pro forma adjustments for the six months ended June 30, 2006. |
Appendix C
Unaudited Pro Forma and Historical Segment Information
For the Three and Six Months Ended June 30, 2007 and 2006
(In thousands Except Per Share Data)
2007 — Quarter 2
| | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | |
| | Transaction | | Lender | | Corporate | | |
| | Processing Services | | Processing Services | | and Other | | Total |
Processing and services revenue | | | 709,724 | | | | 462,493 | | | | 4,021 | | | | 1,176,238 | |
Cost of revenues | | | 550,691 | | | | 292,255 | | | | — | | | | 842,946 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 159,033 | | | | 170,238 | | | | 4,021 | | | | 333,292 | |
Selling, general and admin costs | | | 45,989 | | | | 48,110 | | | | 31,671 | | | | 125,770 | |
Research development costs | | | 14,905 | | | | 8,683 | | | | — | | | | 23,588 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 98,139 | | | | 113,445 | | | | (27,650 | ) | | | 183,934 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 73,397 | | | | 33,796 | | | | 6,698 | | | | 113,891 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 171,536 | | | | 147,241 | | | | (20,952 | ) | | | 297,825 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 171,536 | | | | 147,241 | | | | (20,952 | ) | | | 297,825 | |
Merger and Acquisition, and Integration costs | | | — | | | | 1,802 | | | | — | | | | 1,802 | |
EBITDA, excluding non-recurring items | | | 171,536 | | | | 149,043 | | | | (20,952 | ) | | | 299,627 | |
2007- Year to Date
| | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | |
| | Transaction | | Lender | | Corporate | | |
| | Processing Services | | Processing Services | | and Other | | Total |
Processing and services revenue | | | 1,390,269 | | | | 902,882 | | | | 7,153 | | | | 2,300,304 | |
Cost of revenues | | | 1,080,742 | | | | 575,520 | | | | — | | | | 1,656,262 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 309,527 | | | | 327,362 | | | | 7,153 | | | | 644,042 | |
Selling, general and admin costs | | | 89,028 | | | | 95,066 | | | | 61,159 | | | | 245,253 | |
Research development costs | | | 32,423 | | | | 18,274 | | | | — | | | | 50,697 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 188,076 | | | | 214,022 | | | | (54,006 | ) | | | 348,092 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 144,165 | | | | 67,552 | | | | 12,786 | | | | 224,503 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 332,241 | | | | 281,574 | | | | (41,220 | ) | | | 572,595 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 332,241 | | | | 281,574 | | | | (41,220 | ) | | | 572,595 | |
Merger and Acquisition, and Integration costs | | | — | | | | 6,080 | | | | — | | | | 6,080 | |
EBITDA, excluding selected items | | | 332,241 | | | | 287,654 | | | | (41,220 | ) | | | 578,675 | |
2006- Quarter 2
| | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | |
| | Transaction | | Lender | | Corporate | | |
| | Processing Services | | Processing Services | | and Other | | Total |
Processing and services revenue | | | 612,076 | | | | 408,081 | | | | 1,789 | | | | 1,021,946 | |
Cost of revenues | | | 474,648 | | | | 245,070 | | | | — | | | | 719,718 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 137,428 | | | | 163,011 | | | | 1,789 | | | | 302,228 | |
Selling, general and admin costs | | | 51,089 | | | | 50,173 | | | | 24,604 | | | | 125,866 | |
Research development costs | | | 15,268 | | | | 8,378 | | | | — | | | | 23,646 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 71,071 | | | | 104,460 | | | | (22,815 | ) | | | 152,716 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 72,906 | | | | 35,104 | | | | 2,364 | | | | 110,374 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 143,977 | | | | 139,564 | | | | (20,451 | ) | | | 263,090 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 143,977 | | | | 139,564 | | | | (20,451 | ) | | | 263,090 | |
Merger and Acquisition costs | | | 3,530 | | | | 1,842 | | | | 1,606 | | | | 6,978 | |
Acceleration of performance-based shares | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
EBITDA, excluding selected items | | | 147,507 | | | | 141,406 | | | | (18,845 | ) | | | 270,068 | |
2006- Year to Date
| | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | |
| | Transaction | | Lender | | Corporate | | |
| | Processing Services | | Processing Services | | and Other | | Total |
Processing and services revenue | | | 1,113,624 | | | | 808,581 | | | | 677 | | | | 1,922,882 | |
Cost of revenues | | | 862,464 | | | | 479,591 | | | | — | | | | 1,342,055 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 251,160 | | | | 328,990 | | | | 677 | | | | 580,827 | |
Selling, general and admin costs | | | 90,605 | | | | 109,236 | | | | 71,754 | | | | 271,595 | |
Research development costs | | | 34,345 | | | | 17,361 | | | | — | | | | 51,706 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 126,210 | | | | 202,393 | | | | (71,077 | ) | | | 257,526 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 132,500 | | | | 71,224 | | | | 3,445 | | | | 207,169 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 258,710 | | | | 273,617 | | | | (67,632 | ) | | | 464,695 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 258,710 | | | | 273,617 | | | | (67,632 | ) | | | 464,695 | |
Merger and Acquisition costs | | | 4,283 | | | | 2,012 | | | | 82,434 | | | | 88,729 | |
Acceleration of performance-based shares | | | — | | | | — | | | | 24,130 | | | | 24,130 | |
| | | | | | | | | | | | | | | | |
EBITDA, excluding selected items | | | 262,993 | | | | 275,629 | | | | 38,932 | | | | 577,554 | |
| | | | | | | | | | | | | | | | |
| | | | | | Pro Forma | | | | |
| | Transaction | | Lender | | Corporate | | |
| | Processing Services | | Processing Services | | and Other | | Total |
Processing and services revenue | | | 1,204,587 | | | | 808,581 | | | | 2,629 | | | | 2,015,797 | |
Cost of revenues | | | 942,538 | | | | 479,591 | | | | — | | | | 1,422,129 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 262,049 | | | | 328,990 | | | | 2,629 | | | | 593,668 | |
Selling, general and admin costs | | | 95,015 | | | | 109,236 | | | | 154,234 | | | | 358,485 | |
Research development costs | | | 34,345 | | | | 17,361 | | | | — | | | | 51,706 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 132,689 | | | | 202,393 | | | | (151,605 | ) | | | 183,477 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 143,540 | | | | 71,224 | | | | 3,535 | | | | 218,299 | |
| | | | | | | | | | | | | | | | |
EBITDA | | | 276,229 | | | | 273,617 | | | | (148,070 | ) | | | 401,776 | |
| | | | | | | | | | | | | | | | |
ProForma EBITDA | | | 276,229 | | | | 273,617 | | | | (148,070 | ) | | | 401,776 | |
Merger and Acquisition costs | | | 4,283 | | | | 2,012 | | | | 82,434 | | | | 88,729 | |
Acceleration of performance-based shares | | | — | | | | — | | | | 24,130 | | | | 24,130 | |
| | | | | | | | | | | | | | | | |
ProForma EBITDA, excluding selected items | | | 280,512 | | | | 275,629 | | | | (41,506 | ) | | | 514,635 | |