Exhibit 99.1
PRESS RELEASE
FIDELITY NATIONAL INFORMATION SERVICES REPORTS
REVENUE GROWTH OF 25.4%
ORGANIC REVENUE INCREASES 9.4%
Strong organic growth across all business lines
Integrated Financial Solutions increases 9.0%
Enterprise Solutions increases 3.7%
International increases 25.5%
Pro forma free cash flow of $118 million
Jacksonville, Fla. — October 27, 2008— Fidelity National Information Services, Inc. (NYSE:FIS), a leading global provider of technology services to financial institutions, today announced consolidated financial results for the third quarter of 2008.
Consolidated revenue increased 25.4% to $893.8 million, including approximately $142.8 million in revenue from eFunds, which FIS acquired in September 2007. Excluding eFunds, organic revenue increased 9.4% over the comparable 2007 quarter. GAAP net earnings from continuing operations totaled $0.24 per share, compared to $0.68 per share in the third quarter of 2007, which included an after-tax gain of $0.58 from the sale of Covansys stock.
Non-GAAP adjusted net earnings from continuing operations for the third quarter of 2008 totaled $0.42 per share, compared to $0.31 in the prior year, an increase of 35.5%. Adjusted EBITDA increased 27.9% to $228.9 million compared to $179.0 million in the third quarter of 2007. The EBITDA margin improved to 25.6% compared to 25.1% in the prior-year quarter and increased sequentially from 23.1% in the second quarter of 2008. Pro forma free cash flow (cash from operations, adjusted for merger and integration costs, less capital expenditures) increased to $118.2 million in the third quarter of 2008. Pro forma free cash flow for the first nine months of 2008 totaled $209.3 million, or 102% of adjusted net earnings, compared with $41.5 million in the same period in the prior year.
“FIS has achieved consistent improvement in organic revenue growth, EBITDA margin and free cash flow throughout 2008, and we are very pleased with these results,” stated William P. Foley, II, executive chairman of FIS. “Despite the increasingly challenging economic environment, we are reaffirming our previously communicated earnings guidance.”
“FIS is executing to plan, despite persistent challenges in the marketplace,” added Lee A. Kennedy, president and chief executive officer. “We continue to focus on the goals that we established early in the year, including driving higher organic revenue growth through market share gains and cross sales, reducing our overall cost structure, completing the eFunds integration, reducing capital expenditures and improving cash flow. We are making solid progress on each of these initiatives, as demonstrated by the strong results across all business lines.”
FIS’ operating results are presented in accordance with generally accepted accounting principles (“GAAP”) and on an adjusted pro forma basis, which management believes may provide more meaningful comparisons with respect to our current operations between the periods presented. The adjusted results exclude the after-tax impact of merger and acquisition and integration expenses, LPS spin-off related costs, debt restructuring and other charges, gains (losses) on the sale of certain non-strategic assets and acquisition related amortization.
Divestitures and Discontinued Operations
During the first half of 2008, FIS completed the sale of two non-strategic businesses, FIS Credit Services and Certegy Gaming Services. The company also exited a small operation that provided services to the residential homebuilding market. On July 2, 2008, FIS completed the spin-off of Lender Processing Services, Inc., (NYSE:LPS). These businesses are reported as discontinued operations for the periods presented.
On October 13, 2008, FIS completed the previously announced sale of Certegy Australia, Ltd., and will report this business as a discontinued operation beginning in the fourth quarter of 2008. Certegy Australia provides retail lending services to consumers.
Supplemental Information
Consolidated third quarter revenue increased 25.4% to $893.8 million (including eFunds revenue of $142.8 million) compared to $712.8 million (including eFunds revenue of $26.6 from the acquisition date of September 12, 2007) in the prior year quarter. Excluding eFunds revenue from both periods, revenue increased 9.4% to $751.0 million, driven by 25.5% growth in International, 9.0% growth in Integrated Financial Solutions and 3.7% growth in Enterprise Solutions. Termination fees totaled $1.7 million in the third quarter of 2008, compared to $3.0 million in the third quarter of 2007.
The strong performance in International was driven by growth in FIS’ core bank processing operation in Germany, new customer implementations, the company’s Brazilian card processing joint venture and favorable currency rates, which benefitted revenue by $13.6 million. The increase in Integrated Financial Solutions was due to growth in core processing services, ebusiness solutions, card marketing programs and a $5.6 million year-to-date adjustment for pass-through interchange revenue. Excluding the interchange adjustment, Integrated Financial Solutions revenue increased approximately 7.2%.
Enterprise Solutions revenue, excluding eFunds, increased 3.7% to $240.1 million compared to the prior-year quarter and increased 5.6% compared to the second quarter of 2008. Increased software license sales and outsourced technology revenue more than offset a $6.9 million decline in retail check risk management revenue.
Adjusted EBITDA increased 27.9% to $228.9 million. The adjusted EBITDA margin increased 50 basis points to 25.6% compared to the third quarter of 2007, and increased 250 basis points compared to 23.1% in the second quarter of 2008. The improvement was driven by increasing profitability in the company’s International business, efficiency gains and higher software license fees.
Corporate overhead expense totaled $23.7 million in the third quarter of 2008, compared to $15.6 million in the third quarter of 2007. The increase was driven by higher incentive compensation accruals and stock option expense.
Balance Sheet
During the quarter, FIS retired $200 million of secured 4.75% fixed rate notes. As of September 30, 2008, the company had $238.5 million in cash and cash equivalents and $2.6 billion in outstanding debt, of which $2.1 billion has been swapped to fixed interest rates. The effective interest rate on FIS total debt at September 30, 2008, was 5.5%.
Outlook
FIS reaffirmed its previously communicated full year 2008 earnings guidance as follows:
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| | Years Ended | |
| | FY 2008 | | | FY 2007 | |
Adjusted net earnings per share: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 1.51 | | | to | | $ | 1.57 | | | $ | 1.23 | |
Certegy Australia | | | (0.07 | ) | | | | | | | (0.07 | ) | | $ | (0.05 | ) |
| | | | | | | | | | | | | |
Continuing operations, excluding Certegy Australia | | $ | 1.44 | | | to | | | 1.50 | | | $ | 1.18 | |
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In addition, the company provided guidance for fourth quarter 2008 as follows:
| | | | | | | | | | | | | | | | |
| | Quarters Ended | |
| | 12/31/2008 | | | 12/31/2007 | |
Adjusted net earnings per share: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.45 | | | to | | $ | 0.49 | | | $ | 0.36 | |
Certegy Australia | | | (0.02 | ) | | | | | | | — | | | | (0.01 | ) |
| | | | | | | | | | | | | |
Continuing operations, excluding Certegy Australia | | $ | 0.43 | | | to | | | 0.49 | | | $ | 0.35 | |
| | | | | | | | | | | | | |
Use of Non-GAAP Financial Information
FIS reports several non-GAAP measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted net earnings, free cash flow and organic revenues. The adjusted results exclude the after-tax impact of merger and acquisition and integration expenses, certain stock compensation charges, debt restructuring and other costs, gains (losses) on the sale of certain non-strategic assets and acquisition related amortization. Organic revenue excludes eFunds during the periods being compared. 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. Further, FIS’ non-GAAP measures may be calculated differently from similarly titled measures of other companies. A reconciliation of these non-GAAP measures to related GAAP measures is included in the attachments to this release.
Conference Call and Webcast
FIS will host a call with investors and analysts to discuss third quarter 2008 results on Monday, October 27, 2008, beginning at 5:00 p.m. Eastern daylight time. To register for the live event and to access a supplemental slide presentation, go to the Investor Relations section at www.fidelityinfoservices.com and click on “Events and Multimedia.” A webcast replay will be available on FIS’ Investor Relations website, and a telephone replay will be available through November 10, 2008, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 965579. To access a PDF version of this release and accompanying financial tables, go tohttp://www.investor.fidelityinfoservices.com.
About Fidelity National Information Services, Inc.
Fidelity National Information Services, Inc. (NYSE: FIS), a Fortune 500 company, is a leading provider of core processing for financial institutions; card issuer and transaction processing services; and outsourcing services to financial institutions and
retailers. FIS has processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10. FIS is a member of Standard and Poor’s (S&P) 500(R) Index and has been ranked the number one overall financial technology provider in the world by American Banker and the research firm Financial Insights in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS maintains a strong global presence, serving more than 13,000 financial institutions in more than 80 countries worldwide. For more information on Fidelity National Information Services, please visit www.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 or due to financial failures suffered by firms in those industries; failures to adapt our services to changes in technology or in the marketplace; our potential inability to find suitable acquisition candidates or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; the possibility that our acquisition of EFD/eFunds may not be accretive to our earnings due to undisclosed liabilities, management or integration issues, loss of customers, the inability to achieve targeted cost savings, 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.
CONTACTS: Mary Waggoner, Senior Vice President, Investor Relations (FIS), 904-854-3282,mary.waggoner@fnis.com;
###
Fidelity National Information Services, Inc.
Earnings Release Supplemental Financial Information
October 27, 2008
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Exhibit A | | Consolidated Statements of Earnings for the Three and Nine-Month Periods ended September 30, 2008 and 2007 |
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Exhibit B | | Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007 |
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Exhibit C | | Consolidated Statements of Cash Flows for the Nine-Month Periods ended September 30, 2008 and 2007 |
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Exhibit D | | Supplemental Financial Information for the Three and Nine-Month Periods ended September 30, 2008 and 2007 |
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Exhibit E | | Supplemental Non-GAAP Financial Information for the Three and Nine-Month Periods ended September 30, 2008 and 2007 |
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Exhibit F | | Supplemental GAAP to Non-GAAP Reconciliation — Unaudited for the Three and Nine-Month Periods ended September 30, 2008 and 2007 |
1
Exhibit A
FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
(In thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Processing and services revenues | | $ | 893,844 | | | $ | 712,812 | | | $ | 2,610,720 | | | $ | 2,085,694 | |
| | | | | | | | | | | | | | | | |
Cost of revenues | | | 661,995 | | | | 562,998 | | | | 1,984,295 | | | | 1,624,463 | |
Selling, general and administrative expenses | | | 79,944 | | | | 72,387 | | | | 308,846 | | | | 216,612 | |
Research and development costs | | | 26,155 | | | | 17,579 | | | | 73,308 | | | | 50,002 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating income | | | 125,750 | | | | 59,848 | | | | 244,271 | | | | 194,617 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 978 | | | | 719 | | | | 5,373 | | | | 1,093 | |
Gain on sale of Covansys stock | | | — | | | | 182,444 | | | | — | | | | 274,488 | |
Other income | | | (1,884 | ) | | | 3,327 | | | | (101 | ) | | | 4,755 | |
Interest expense | | | (48,397 | ) | | | (37,856 | ) | | | (132,415 | ) | | | (152,863 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | (49,303 | ) | | | 148,634 | | | | (127,143 | ) | | | 127,473 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes, equity earnings and minority interest | | | 76,447 | | | | 208,482 | | | | 117,128 | | | | 322,090 | |
Provision for income taxes | | | 28,071 | | | | 75,238 | | | | 37,481 | | | | 113,802 | |
Equity in (losses) earnings of unconsolidated entities | | | — | | | | 86 | | | | (157 | ) | | | 2,824 | |
Minority interest expense | | | (2,751 | ) | | | 41 | | | | (2,867 | ) | | | 369 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings from continuing operations | | | 45,625 | | | | 133,371 | | | | 76,623 | | | | 211,481 | |
Earnings from discontinued operations, net of tax | | | (2,002 | ) | | | 111,933 | | | | 109,407 | | | | 241,330 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings | | $ | 43,623 | | | $ | 245,304 | | | $ | 186,030 | | | $ | 452,811 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share-basic from continuing operations* | | $ | 0.24 | | | $ | 0.69 | | | $ | 0.40 | | | $ | 1.10 | |
Net earnings per share-basic from discontinued operations* | | | (0.01 | ) | | | 0.58 | | | | 0.57 | | | | 1.25 | |
| | | | | | | | | | | | |
Net earnings per share-basic* | | $ | 0.23 | | | $ | 1.27 | | | $ | 0.97 | | | $ | 2.35 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding-basic | | | 189,541 | | | | 193,171 | | | | 192,198 | | | | 192,609 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share-diluted from continuing operations* | | $ | 0.24 | | | $ | 0.68 | | | $ | 0.39 | | | $ | 1.08 | |
Net earnings per share-diluted from discontinued operations* | | | (0.01 | ) | | | 0.57 | | | | 0.56 | | | | 1.23 | |
| | | | | | | | | | | | |
Net earnings per share-diluted* | | $ | 0.23 | | | $ | 1.25 | | | $ | 0.96 | | | $ | 2.30 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding-diluted | | | 191,822 | | | | 196,649 | | | | 194,261 | | | | 196,480 | |
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* | | Amounts may not sum due to rounding. |
2
Exhibit B
FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
| | | | | | | | |
| | As of | | | As of | |
| | September 30, | | | December 31, | |
| | 2008 | | | 2007 | |
| | (unaudited) | | | | | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 238,458 | | | $ | 355,278 | |
Settlement deposits | | | 30,218 | | | | 21,162 | |
Trade receivables, net | | | 518,640 | | | | 825,915 | |
Other receivables | | | 165,391 | | | | 206,746 | |
Settlement receivables | | | 41,243 | | | | 116,935 | |
Receivable from FNF and LPS | | | 8,627 | | | | 14,907 | |
Prepaid expenses and other current assets | | | 119,604 | | | | 168,454 | |
Deferred income taxes | | | 83,317 | | | | 120,098 | |
| | | | | | |
Total current assets | | | 1,205,498 | | | | 1,829,495 | |
| | | | | | |
| | | | | | | | |
Property and equipment, net of accumulated depreciation and amortization | | | 280,502 | | | | 392,508 | |
Goodwill | | | 4,232,979 | | | | 5,326,831 | |
Other intangible assets, net of accumulated amortization | | | 853,360 | | | | 1,030,582 | |
Computer software, net of accumulated amortization | | | 639,867 | | | | 775,151 | |
Deferred contract costs | | | 233,574 | | | | 256,852 | |
Investment in FNRES | | | — | | | | 30,491 | |
Long-term notes receivable from FNF | | | 5,659 | | | | 6,154 | |
Other noncurrent assets | | | 100,036 | | | | 146,519 | |
| | | | | | |
Total assets | | $ | 7,551,475 | | | $ | 9,794,583 | |
| | | | | | |
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Liabilities and Stockholders’ Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 392,564 | | | $ | 606,179 | |
Settlement payables | | | 75,927 | | | | 129,799 | |
Deferred revenues | | | 159,837 | | | | 246,222 | |
Current portion of long-term debt | | | 93,962 | | | | 272,014 | |
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Total current liabilities | | | 722,290 | | | | 1,254,214 | |
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| | | | | | | | |
Deferred revenues | | | 88,853 | | | | 111,884 | |
Deferred income taxes | | | 354,636 | | | | 394,972 | |
Long-term debt, excluding current portion | | | 2,554,799 | | | | 4,003,383 | |
Other long-term liabilities | | | 175,248 | | | | 234,757 | |
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Total liabilities | | | 3,895,826 | | | | 5,999,210 | |
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| | | | | | | | |
Minority interest | | | 66,293 | | | | 14,194 | |
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Stockholders equity: | | | | | | | | |
Preferred stock $0.01 par value | | | — | | | | — | |
Common stock $0.01 par value | | | 1,994 | | | | 1,990 | |
Additional paid in capital | | | 2,957,937 | | | | 3,038,203 | |
Retained earnings | | | 1,056,801 | | | | 899,512 | |
Accumulated other comprehensive earnings | | | (24,617 | ) | | | 53,389 | |
Treasury stock | | | (402,759 | ) | | | (211,915 | ) |
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Total stockholders equity | | | 3,589,356 | | | | 3,781,179 | |
| | | | | | |
Total liabilities and stockholders equity | | $ | 7,551,475 | | | $ | 9,794,583 | |
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3
Exhibit C
FIDELITY NATIONAL INFORMATION SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
(In thousands)
| | | | | | | | |
| | Nine Months ended September 30, | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | | | |
Net earnings | | $ | 186,030 | | | $ | 452,811 | |
Adjustment to reconcile net earnings to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 344,520 | | | | 358,943 | |
Amortization of debt issue costs | | | 16,043 | | | | 29,224 | |
(Gain) on sale of Covansys stock | | | — | | | | (274,488 | ) |
Net (Gain) on sale of Non Strategic businesses | | | 2,496 | | | | (71,675 | ) |
Stock-based compensation cost | | | 50,594 | | | | 27,130 | |
Deferred income taxes | | | 3,096 | | | | (26,713 | ) |
Income tax benefit from exercise of stock options | | | (139 | ) | | | (44,243 | ) |
Equity in (earnings) loss of unconsolidated entities | | | 2,274 | | | | (1,266 | ) |
Minority interest | | | 3,589 | | | | 1,463 | |
Changes in assets and liabilities, net of effects from acquisitions: | | | | | | | | |
Net increase in trade receivables | | | (30,983 | ) | | | (115,811 | ) |
Net increase in prepaid expenses and other assets | | | (11,388 | ) | | | (41,571 | ) |
Additions to deferred contract costs | | | (54,736 | ) | | | (41,335 | ) |
Net decrease in deferred revenue | | | (9,328 | ) | | | (11,630 | ) |
Net (decrease) increase in accounts payable, accrued liabilities and other liabilities | | | (103,408 | ) | | | 15,567 | |
| | | | | | |
| | | | | | | | |
Net cash provided by operating activities | | | 398,660 | | | | 256,406 | |
| | | | | | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Additions to property and equipment | | | (57,084 | ) | | | (85,386 | ) |
Additions to capitalized software | | | (146,725 | ) | | | (159,285 | ) |
Other Investing Activities | | | (4,665 | ) | | | — | |
Cash received from sale of Covansys stock | | | — | | | | 430,157 | |
Net proceeds from sale of company assets | | | 33,506 | | | | 81,235 | |
Acquisitions, net of cash acquired | | | (17,404 | ) | | | (1,722,257 | ) |
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| | | | | | | | |
Net cash used in investing activities | | | (192,372 | ) | | | (1,455,536 | ) |
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| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Borrowings | | | 3,796,198 | | | | 4,300,300 | |
Debt service payments | | | (3,839,311 | ) | | | (2,987,160 | ) |
Capitalized debt issue costs | | | (12 | ) | | | (28,052 | ) |
Dividends paid | | | (28,752 | ) | | | (28,931 | ) |
LPS spin-off | | | (20,770 | ) | | | — | |
Income tax benefit from exercise of stock options | | | 139 | | | | 44,243 | |
Stock options exercised | | | 18,626 | | | | 44,960 | |
Treasury stock purchases | | | (236,168 | ) | | | (80,339 | ) |
| | | | | | |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (310,050 | ) | | | 1,265,021 | |
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| | | | | | | | |
Effect of foreign currency exchange rates on cash | | | (13,058 | ) | | | 1,432 | |
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Net (decrease) increase in cash and cash equivalents | | | (116,820 | ) | | | 67,323 | |
| | | | | | | | |
Cash and cash equivalents, at beginning of period | | | 355,278 | | | | 211,753 | |
| | | | | | |
| | | | | | | | |
Cash and cash equivalents, at end of period | | $ | 238,458 | | | $ | 279,076 | |
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4
Exhibit D
FIDELITY NATIONAL INFORMATION SERVICES, INC.
SUPPLEMENTAL FINANCIAL INFORMATION — UNAUDITED
(In thousands, except per share data)
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| | Three Month Periods ended | | | Nine Month Periods ended | |
| | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
1. Revenues | | | | | | | | | | | | | | | | |
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Revenue from Operations: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TPS | | | | | | | | | | | | | | | | |
Integrated Financial Solutions | | $ | 390,746 | | | $ | 309,729 | | | $ | 1,139,794 | | | $ | 890,599 | |
Enterprise Solutions | | | 301,386 | | | | 243,003 | | | | 870,080 | | | | 722,737 | |
International | | | 192,420 | | | | 144,707 | | | | 570,412 | | | | 426,185 | |
Other | | | (666 | ) | | | (1,789 | ) | | | (2,370 | ) | | | (3,110 | ) |
| | | | | | | | | | | | |
Total TPS Revenue | | | 883,886 | | | | 695,650 | | | | 2,577,916 | | | | 2,036,411 | |
| | | | | | | | | | | | | | | | |
Corporate | | | 9,958 | | | | 17,162 | | | | 32,804 | | | | 49,283 | |
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| | | | | | | | | | | | | | | | |
Total Revenue from Operations | | | 893,844 | | | | 712,812 | | | | 2,610,720 | | | | 2,085,694 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Revenue from Operations, excluding eFunds | | $ | 750,979 | | | $ | 686,185 | | | $ | 2,189,323 | | | $ | 2,059,067 | |
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Revenue Growth from Prior Year Period | | | | | | | | | | | | | | | | |
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Revenue from Operations: | | | | | | | | | | | | | | | | |
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TPS | | | | | | | | | | | | | | | | |
Integrated Financial Solutions | | | 26.2 | % | | | 11.9 | % | | | 28.0 | % | | | 14.9 | % |
Enterprise Solutions | | | 24.0 | % | | | 3.8 | % | | | 20.4 | % | | | 21.0 | % |
International | | | 33.0 | % | | | 21.8 | % | | | 33.8 | % | | | 47.3 | % |
Other | | | 62.8 | % | | | 33.6 | % | | | 23.8 | % | | | 65.3 | % |
| | | | | | | | | | | | |
Total TPS Revenue Growth | | | 27.1 | % | | | 11.0 | % | | | 26.6 | % | | | 19.6 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Corporate | | | -42.0 | % | | | 24.6 | % | | | -33.4 | % | | | -2.0 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Revenue from Operations | | | 25.4 | % | | | 11.3 | % | | | 25.2 | % | | | 19.0 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Revenue Growth, excluding eFunds | | | 9.4 | % | | | 7.1 | % | | | 6.3 | % | | | 17.5 | % |
| | | | | | | | | | | | |
5
Exhibit E
FIDELITY NATIONAL INFORMATION SERVICES, INC.
NON-GAAP FINANCIAL INFORMATION — UNAUDITED
(In thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three Month Periods ended | | | Nine Month Periods ended | |
| | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
1. EBIT and EBITDA Consolidated | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Revenue from Operations | | $ | 893,844 | | | $ | 712,812 | | | $ | 2,610,720 | | | $ | 2,085,694 | |
| | | | | | | | | | | | | | | | |
Operating Income | | $ | 125,750 | | | $ | 59,848 | | | $ | 244,271 | | | $ | 194,617 | |
M&A, Restructuring and Integration Costs | | | 2,236 | | | | 19,455 | | | | 46,277 | | | | 26,611 | |
Corporate Costs Non — Disc. Ops | | | — | | | | 5,697 | | | | 18,118 | | | | 18,613 | |
LPS Spin Costs | | | 898 | | | | — | | | | 9,338 | | | | — | |
| | | | | | | | | | | | |
EBIT, as adjusted | | $ | 128,884 | | | $ | 85,000 | | | $ | 318,004 | | | $ | 239,841 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Depr and Amort from Cont Ops, as adjusted | | | 99,980 | | | | 93,973 | | | | 298,424 | | | | 261,818 | |
| | | | | | | | | | | | |
EBITDA, as adjusted | | $ | 228,864 | | | $ | 178,973 | | | $ | 616,428 | | | $ | 501,659 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EBIT Margin, as adjusted | | | 14.4 | % | | | 11.9 | % | | | 12.2 | % | | | 11.5 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EBITDA Margin, as adjusted | | | 25.6 | % | | | 25.1 | % | | | 23.6 | % | | | 24.1 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
2. EBITDA — TPS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Revenue from Operations | | $ | 883,886 | | | $ | 695,650 | | | $ | 2,577,916 | | | $ | 2,036,411 | |
| | | | | | | | | | | | | | | | |
Operating Income | | $ | 148,677 | | | $ | 86,088 | | | $ | 372,562 | | | $ | 275,318 | |
Depreciation | | | 43,140 | | | | 56,450 | | | | 128,123 | | | | 128,059 | |
Purchase Price Amortization | | | 35,380 | | | | 29,104 | | | | 106,925 | | | | 85,329 | |
Other Amortization | | | 10,998 | | | | 9,585 | | | | 29,654 | | | | 23,970 | |
| | | | | | | | | | | | |
EBITDA , before other items | | $ | 238,195 | | | $ | 181,227 | | | $ | 637,264 | | | $ | 512,676 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
M&A, Restructuring and Integration Costs | | | 708 | | | | 4,614 | | | | 13,250 | | | | 4,614 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EBITDA, excluding other items | | $ | 238,903 | | | $ | 185,841 | | | $ | 650,514 | | | $ | 517,290 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EBITDA Margin, as adjusted | | | 27.0 | % | | | 26.7 | % | | | 25.2 | % | | | 25.4 | % |
| | | | | | | | | | | | |
6
Exhibit E
FIDELITY NATIONAL INFORMATION SERVICES, INC.
RECONCILIATION OF PRO FORMA TO ADJUSTED PRO FORMA CASH FLOW MEASURES — UNAUDITED
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter Ended September 30, 2008 | | | Quarter Ended June 30, 2008 | | | Quarter Ended March 31, 2008 | | | Year to Date September 30, 2008 | |
| | GAAP | | | Adj | | | Adjusted | | | Pro forma (1) | | | Adj | | | Adj Pro forma | | | Pro forma (1) | | | Adj | | | Adj Pro forma | | | Pro forma (1) | | | Adj | | | Adj Pro forma | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings (2) | | $ | 43,623 | | | $ | 2,022 | | | $ | 45,645 | | | $ | 15,593 | | | $ | 28,862 | | | $ | 44,455 | | | $ | 15,439 | | | $ | 8,270 | | | $ | 23,709 | | | $ | 74,655 | | | $ | 39,154 | | | $ | 113,809 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-cash adjustments | | | 128,760 | | | | — | | | | 128,760 | | | | 118,947 | | | | — | | | | 118,947 | | | | 114,008 | | | | — | | | | 114,008 | | | | 361,715 | | | | — | | | | 361,715 | |
Working capital adjustments (3) | | | (16,555 | ) | | | 8,560 | | | | (7,995 | ) | | | (43,039 | ) | | | 18,090 | | | | (24,949 | ) | | | (100,899 | ) | | | 46,340 | | | | (54,559 | ) | | | (160,493 | ) | | | 72,990 | | | | (87,503 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 155,828 | | | | 10,582 | | | | 166,410 | | | | 91,501 | | | | 46,952 | | | | 138,453 | | | | 28,548 | | | | 54,610 | | | | 83,158 | | | | 275,877 | | | | 112,144 | | | | 388,021 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | (48,163 | ) | | | — | | | | (48,163 | ) | | | (52,260 | ) | | | — | | | | (52,260 | ) | | | (78,250 | ) | | | — | | | | (78,250 | ) | | | (178,673 | ) | | | — | | | | (178,673 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net free cash flow | | $ | 107,665 | | | $ | 10,582 | | | $ | 118,247 | | | $ | 39,241 | | | $ | 46,952 | | | $ | 86,193 | | | $ | (49,702 | ) | | $ | 54,610 | | | $ | 4,908 | | | $ | 97,204 | | | $ | 112,144 | | | $ | 209,348 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter Ended September 30, 2007 | | | Quarter Ended June 30, 2007 | | | Quarter Ended March 31, 2007 | | | Year to Date September 30, 2007 | |
| | Pro forma (1) | | | Adj | | | Adj Pro forma | | | Pro forma (1) | | | Adj | | | Adj Pro forma | | | Pro forma (1) | | | Adj | | | Adj Pro forma | | | Pro forma (1) | | | Adj | | | Adj Pro forma | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings (2) | | $ | 177,551 | | | $ | 15,521 | | | $ | 193,072 | | | $ | 83,069 | | | $ | 17,541 | | | $ | 100,610 | | | $ | 819 | | | $ | 18,810 | | | $ | 19,629 | | | $ | 261,439 | | | $ | 51,872 | | | $ | 313,311 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-cash adjustments | | | (212,517 | ) | | | — | | | | (212,517 | ) | | | (6,481 | ) | | | — | | | | (6,481 | ) | | | 111,782 | | | | — | | | | 111,782 | | | | (107,216 | ) | | | — | | | | (107,216 | ) |
Working capital adjustments (3) | | | (13,236 | ) | | | 116,060 | | | | 102,824 | | | | 23,250 | | | | 18,100 | | | | 41,350 | | | | (111,715 | ) | | | 12,700 | | | | (99,015 | ) | | | (101,701 | ) | | | 146,860 | | | | 45,159 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | (48,202 | ) | | | 131,581 | | | | 83,379 | | | | 99,838 | | | | 35,641 | | | | 135,479 | | | | 886 | | | | 31,510 | | | | 32,396 | | | | 52,522 | | | | 198,732 | | | | 251,254 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital expenditures | | | (81,213 | ) | | | — | | | | (81,213 | ) | | | (64,963 | ) | | | — | | | | (64,963 | ) | | | (63,611 | ) | | | — | | | | (63,611 | ) | | | (209,787 | ) | | | — | | | | (209,787 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net free cash flow | | $ | (129,415 | ) | | $ | 131,581 | | | $ | 2,166 | | | $ | 34,875 | | | $ | 35,641 | | | $ | 70,516 | | | $ | (62,725 | ) | | $ | 31,510 | | | $ | (31,215 | ) | | $ | (157,265 | ) | | $ | 198,732 | | | $ | 41,467 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | Pro forma cash flows are presented as if the LPS spin-off was completed on January 1, 2007 and represents FIS on a post-spin basis. |
|
(2) | | Adjustments to Net Earnings reflect the elimination of the after-tax impact of non-recurring M&A and related integration costs, costs associated with the LPS spin-off, restructuring costs and the elimination of corporate costs attributable to LPS. The adjustments also include a recast of Q1 and Q2 2008 to reflect proper allocation of stock based compensation related to LPS. |
|
(3) | | Adjustments to working capital reflect elimination of settlement of various acquisition related liabilities. |
7
Exhibit F
FIDELITY NATIONAL INFORMATION SERVICES, INC.
GAAP TO NON-GAAP RECONCILIATION — UNAUDITED
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | M&A | | | | | | | | | | | | | | | | |
| | GAAP | | | Restructuring | | | | | | | | | | | | | | | Non-GAAP | |
| | Three Months | | | And | | | LPS | | | | | | | Purchase | | | Three Months | |
| | Ended | | | Integration | | | Spin | | | | | | | Price | | | Ended | |
| | September 30, 2008 | | | Costs (1) | | | Costs (3) | | | Subtotal | | | Amortization (4) | | | September 30, 2008 | |
| | (Unaudited) | | | | | | | | | | | | | | | (Unaudited) | |
Processing and services revenue | | $ | 893,844 | | | $ | — | | | $ | — | | | $ | 893,844 | | | $ | — | | | $ | 893,844 | |
Cost of revenues | | | 661,995 | | | | (1,311 | ) | | | — | | | | 660,684 | | | | (35,382 | ) | | | 625,302 | |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | 231,849 | | | | 1,311 | | | | — | | | | 233,160 | | | | 35,382 | | | | 268,542 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 79,944 | | | | (925 | ) | | | (898 | ) | | | 78,121 | | | | — | | | | 78,121 | |
Research and development costs | | | 26,155 | | | | — | | | | — | | | | 26,155 | | | | — | | | | 26,155 | |
| | | | | | | | | | | | | | | | | | |
Operating income | | | 125,750 | | | | 2,236 | | | | 898 | | | | 128,884 | | | | 35,382 | | | | 164,266 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 978 | | | | — | | | | — | | | | 978 | | | | — | | | | 978 | |
Interest expense | | | (48,397 | ) | | | — | | | | 12,371 | | | | (36,026 | ) | | | — | | | | (36,026 | ) |
Other income, net | | | (1,884 | ) | | | — | | | | — | | | | (1,884 | ) | | | — | | | | (1,884 | ) |
| | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | (49,303 | ) | | | — | | | | 12,371 | | | | (36,932 | ) | | | — | | | | (36,932 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes, equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 76,447 | | | | 2,236 | | | | 13,269 | | | | 91,952 | | | | 35,382 | | | | 127,334 | |
Provision (benefit) for income taxes | | | 28,071 | | | | 716 | | | | 4,246 | | | | 33,033 | | | | 11,322 | | | | 44,355 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 48,376 | | | | 1,520 | | | | 9,023 | | | | 58,919 | | | | 24,060 | | | | 82,979 | |
Equity in earnings (losses) of unconsolidated entities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Minority interest | | | (2,751 | ) | | | — | | | | — | | | | (2,751 | ) | | | — | | | | (2,751 | ) |
| | | | | | | | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 45,625 | | | $ | 1,520 | | | $ | 9,023 | | | $ | 56,168 | | | $ | 24,060 | | | $ | 80,228 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings per share — diluted from continuing operations* | | $ | 0.24 | | | $ | 0.01 | | | $ | 0.05 | | | $ | 0.29 | | | $ | 0.13 | | | $ | 0.42 | |
| | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding — diluted | | | 191,822 | | | | 191,822 | | | | 191,822 | | | | 191,822 | | | | 191,822 | | | | 191,822 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization from continuing operations | | | | | | | | | | | | | | $ | 99,980 | | | $ | (35,382 | ) | | $ | 64,598 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Stock compensation expense from continuing operations, excluding acceleration charges | | | | | | | | | | | | | | | | | | | | | | $ | 8,427 | |
Stock acceleration charges | | | | | | | | | | | | | | | | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total stock compensation expense from continuing operations | | | | | | | | | | | | | | | | | | | | | | $ | 8,427 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | |
* | | Amounts may not sum due to rounding. |
See accompanying notes.
8
Exhibit F
FIDELITY NATIONAL INFORMATION SERVICES, INC.
GAAP TO NON-GAAP RECONCILIATION — UNAUDITED
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | M&A | | | | | | | | | | | | | | | | | | | |
| | GAAP | | | Restructuring | | | Corporate | | | | | | | | | | | | | | | Non-GAAP | |
| | Nine Months | | | And | | | Costs | | | LPS | | | | | | | Purchase | | | Nine Months | |
| | Ended | | | Integration | | | Non-Disc | | | Spin | | | | | | | Price | | | Ended | |
| | September 30, 2008 | | | Costs (1) | | | Ops (2) | | | Costs (3) | | | Subtotal | | | Amortization (4) | | | September 30, 2008 | |
| | (Unaudited) | | | | | | | | | | | | | | | | | | (Unaudited) | |
Processing and services revenue | | $ | 2,610,720 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,610,720 | | | $ | — | | | $ | 2,610,720 | |
Cost of revenues | | | 1,984,295 | | | | (25,261 | ) | | | — | | | | — | | | | 1,959,034 | | | | (107,341 | ) | | | 1,851,693 | |
| | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 626,425 | | | | 25,261 | | | | — | | | | — | | | | 651,686 | | | | 107,341 | | | | 759,027 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 308,846 | | | | (21,016 | ) | | | (18,118 | ) | | | (9,338 | ) | | | 260,374 | | | | — | | | | 260,374 | |
Research and development costs | | | 73,308 | | | | — | | | | — | | | | — | | | | 73,308 | | | | — | | | | 73,308 | |
| | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 244,271 | | | | 46,277 | | | | 18,118 | | | | 9,338 | | | | 318,004 | | | | 107,341 | | | | 425,345 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 5,373 | | | | — | | | | — | | | | — | | | | 5,373 | | | | — | | | | 5,373 | |
Interest expense | | | (132,415 | ) | | | 2,722 | | | | — | | | | 12,371 | | | | (117,322 | ) | | | — | | | | (117,322 | ) |
Other income, net | | | (101 | ) | | | — | | | | — | | | | — | | | | (101 | ) | | | — | | | | (101 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | (127,143 | ) | | | 2,722 | | | | — | | | | 12,371 | | | | (112,050 | ) | | | — | | | | (112,050 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes, equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 117,128 | | | | 48,999 | | | | 18,118 | | | | 21,709 | | | | 205,954 | | | | 107,341 | | | | 313,295 | |
Provision (benefit) for income taxes | | | 37,481 | | | | 17,450 | | | | 5,538 | | | | 7,268 | | | | 67,737 | | | | 36,600 | | | | 104,337 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 79,647 | | | | 31,549 | | | | 12,580 | | | | 14,441 | | | | 138,217 | | | | 70,741 | | | | 208,958 | |
Equity in earnings (losses) of unconsolidated entities | | | (157 | ) | | | — | | | | — | | | | — | | | | (157 | ) | | | — | | | | (157 | ) |
Minority interest income (expense) | | | (2,867 | ) | | | — | | | | — | | | | — | | | | (2,867 | ) | | | — | | | | (2,867 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 76,623 | | | $ | 31,549 | | | $ | 12,580 | | | $ | 14,441 | | | $ | 135,193 | | | $ | 70,741 | | | $ | 205,934 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings per share — diluted from continuing operations * | | $ | 0.39 | | | $ | 0.16 | | | $ | 0.06 | | | $ | 0.07 | | | $ | 0.70 | | | $ | 0.36 | | | $ | 1.06 | |
| | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding — diluted | | | 194,261 | | | | 194,261 | | | | 194,261 | | | | 194,261 | | | | 194,261 | | | | 194,261 | | | | 194,261 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization from continuing operations | | | | | | | | | | | | | | | | | | $ | 298,424 | | | $ | (107,341 | ) | | $ | 191,083 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock compensation expense from continuing operations, excluding acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 24,795 | |
Stock acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,662 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stock compensation expense from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 41,457 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
* | | Amounts may not sum due to rounding. |
See accompanying notes.
9
Exhibit F
FIDELITY NATIONAL INFORMATION SERVICES, INC.
GAAP TO NON-GAAP RECONCILIATION — UNAUDITED
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | M&A | | | | | | | | | | | | | | | | | | | | | | |
| | GAAP | | | Restructuring | | | Corporate | | | Gain | | | | | | | | | | | | | | | Non-GAAP | |
| | Three Months | | | And | | | Costs | | | On Sale | | | Interest | | | | | | | Purchase | | | Three Months | |
| | Ended | | | Integration | | | Non-Disc | | | Covansys | | | Expense | | | | | | | Price | | | Ended | |
| | September 30, 2007 | | | Costs (1) | | | Ops (2) | | | Stock (5) | | | Allocation (6) | | | Subtotal | | | Amortization (4) | | | September 30, 2007 | |
| | (Unaudited) | | | | | | | | | | | | | | | | | | | | | (Unaudited) | |
Processing and services revenue | | $ | 712,812 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 712,812 | | | $ | — | | | $ | 712,812 | |
Cost of revenues | | | 562,998 | | | | (15,133 | ) | | | — | | | | — | | | | — | | | | 547,865 | | | | (29,574 | ) | | | 518,291 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 149,814 | | | | 15,133 | | | | — | | | | — | | | | — | | | | 164,947 | | | | 29,574 | | | | 194,521 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 72,387 | | | | (4,322 | ) | | | (5,697 | ) | | | — | | | | — | | | | 62,368 | | | | — | | | | 62,368 | |
Research and development costs | | | 17,579 | | | | — | | | | — | | | | — | | | | — | | | | 17,579 | | | | — | | | | 17,579 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 59,848 | | | | 19,455 | | | | 5,697 | | | | — | | | | — | | | | 85,000 | | | | 29,574 | | | | 114,574 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 719 | | | | — | | | | — | | | | — | | | | — | | | | 719 | | | | — | | | | 719 | |
Interest expense | | | (37,856 | ) | | | — | | | | — | | | | — | | | | 16,122 | | | | (21,734 | ) | | | — | | | | (21,734 | ) |
Gain on sale of Covansys stock | | | 182,444 | | | | — | | | | — | | | | (182,444 | ) | | | — | | | | — | | | | — | | | | — | |
Other income, net | | | 3,327 | | | | (2,781 | ) | | | — | | | | — | | | | — | | | | 546 | | | | — | | | | 546 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | 148,634 | | | | (2,781 | ) | | | — | | | | (182,444 | ) | | | 16,122 | | | | (20,469 | ) | | | — | | | | (20,469 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes, equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 208,482 | | | | 16,674 | | | | 5,697 | | | | (182,444 | ) | | | 16,122 | | | | 64,531 | | | | 29,574 | | | | 94,105 | |
Provision (benefit) for income taxes | | | 75,238 | | | | 6,169 | | | | 2,153 | | | | (67,505 | ) | | | 6,236 | | | | 22,291 | | | | 10,536 | | | | 32,827 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 133,244 | | | | 10,505 | | | | 3,544 | | | | (114,939 | ) | | | 9,886 | | | | 42,240 | | | | 19,038 | | | | 61,278 | |
Equity in earnings (losses) of unconsolidated entities | | | 86 | | | | — | | | | — | | | | — | | | | — | | | | 86 | | | | — | | | | 86 | |
Minority interest income (expense) | | | 41 | | | | — | | | | — | | | | — | | | | — | | | | 41 | | | | — | | | | 41 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 133,371 | | | $ | 10,505 | | | $ | 3,544 | | | $ | (114,939 | ) | | $ | 9,886 | | | $ | 42,367 | | | $ | 19,038 | | | $ | 61,405 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings per share — diluted from continuing operations* | | $ | 0.68 | | | $ | 0.05 | | | $ | 0.02 | | | $ | (0.58 | ) | | $ | 0.05 | | | $ | 0.22 | | | $ | 0.10 | | | $ | 0.31 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding — diluted | | | 196,649 | | | | 196,649 | | | | 196,649 | | | | 196,649 | | | | 196,649 | | | | 196,649 | | | | 196,649 | | | | 196,649 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization from continuing operations | | | | | | | | | | | | | | | | | | | | | | $ | 93,973 | | | $ | (29,574 | ) | | $ | 64,399 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock compensation expense from continuing operations, excluding acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,657 | |
Stock acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 603 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stock compensation expense from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6,260 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
* | | Amounts may not sum due to rounding. |
See accompanying notes.
10
Exhibit F
FIDELITY NATIONAL INFORMATION SERVICES, INC.
GAAP TO NON-GAAP RECONCILIATION — UNAUDITED
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | M&A | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | GAAP | | | Restructuring | | | Corporate | | | Gain | | | | | | | | | | | | | | | | | | | Non-GAAP | |
| | Nine Months | | | And | | | Costs | | | On Sale | | | Interest | | | Debt | | | | | | | Purchase | | | Nine Months | |
| | Ended | | | Integration | | | Non-Disc | | | Covansys | | | Expense | | | Restructure | | | | | | | Price | | | Ended | |
| | September 30, 2007 | | | Costs (1) | | | Ops (2) | | | Stock (5) | | | Allocation (6) | | | Charge (7) | | | Subtotal | | | Amortization (4) | | | September 30, 2007 | |
| | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | |
Processing and services revenue | | $ | 2,085,694 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,085,694 | | | $ | — | | | $ | 2,085,694 | |
Cost of revenues | | | 1,624,463 | | | | (22,289 | ) | | | — | | | | — | | | | — | | | | — | | | | 1,602,174 | | | | (85,868 | ) | | | 1,516,306 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 461,231 | | | | 22,289 | | | | — | | | | — | | | | — | | | | — | | | | 483,520 | | | | 85,868 | | | | 569,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 216,612 | | | | (4,322 | ) | | | (18,613 | ) | | | — | | | | — | | | | — | | | | 193,677 | | | | — | | | | 193,677 | |
Research and development costs | | | 50,002 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 50,002 | | | | — | | | | 50,002 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 194,617 | | | | 26,611 | | | | 18,613 | | | | — | | | | — | | | | — | | | | 239,841 | | | | 85,868 | | | | 325,709 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 1,093 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,093 | | | | — | | | | 1,093 | |
Interest expense | | | (152,863 | ) | | | — | | | | — | | | | — | | | | 55,800 | | | | 27,164 | | | | (69,899 | ) | | | — | | | | (69,899 | ) |
Gain on sale of Covansys stock | | | 274,488 | | | | — | | | | — | | | | (274,488 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Other income, net | | | 4,755 | | | | (2,781 | ) | | | — | | | | — | | | | — | | | | — | | | | 1,974 | | | | — | | | | 1,974 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | 127,473 | | | | (2,781 | ) | | | — | | | | (274,488 | ) | | | 55,800 | | | | 27,164 | | | | (66,832 | ) | | | — | | | | (66,832 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes, equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 322,090 | | | | 23,830 | | | | 18,613 | | | | (274,488 | ) | | | 55,800 | | | | 27,164 | | | | 173,009 | | | | 85,868 | | | | 258,877 | |
Provision (benefit) for income taxes | | | 113,802 | | | | 8,824 | | | | 7,036 | | | | (101,561 | ) | | | 21,584 | | | | 10,105 | | | | 59,790 | | | | 30,367 | | | | 90,157 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before equity in (losses) earnings of unconsolidated entities, minority interest, and discontinued operations | | | 208,288 | | | | 15,006 | | | | 11,577 | | | | (172,927 | ) | | | 34,216 | | | | 17,059 | | | | 113,219 | | | | 55,501 | | | | 168,720 | |
Equity in earnings (losses) of unconsolidated entities | | | 2,824 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,824 | | | | — | | | | 2,824 | |
Minority interest income (expense) | | | 369 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 369 | | | | — | | | | 369 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings from continuing operations | | $ | 211,481 | | | $ | 15,006 | | | $ | 11,577 | | | $ | (172,927 | ) | | $ | 34,216 | | | $ | 17,059 | | | $ | 116,412 | | | $ | 55,501 | | | $ | 171,913 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings per share — diluted from continuing operations* | | $ | 1.08 | | | $ | 0.08 | | | $ | 0.06 | | | $ | (0.88 | ) | | $ | 0.17 | | | $ | 0.09 | | | $ | 0.59 | | | $ | 0.28 | | | $ | 0.87 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding — diluted | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | | | | 196,480 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 261,818 | | | $ | (85,868 | ) | | $ | 175,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock compensation expense from continuing operations, excluding acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 15,683 | |
Stock acceleration charges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 603 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stock compensation expense from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 16,286 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
* | | Amounts may not sum due to rounding. |
See accompanying notes.
11
Notes to Unaudited — Supplemental GAAP to Non-GAAP Reconciliation for the Three and Nine-Month Periods ended September 30, 2008
The adjustments are as follows:
(1) | | This column represents charges for restructuring and integration costs relating to merger and acquisition activities. |
|
(2) | | This column represents corporate costs attributable to LPS as previously reported in our investor package furnished on form 8-K on May 28, 2008. These amounts are not allocable to discontinued operations under U.S. Generally Accepted Accounting Principles. |
|
(3) | | This column represents incremental transaction costs incurred by the Company directly related to the LPS spin-off. |
|
(4) | | This column represents purchase price amortization expense on intangibles assets acquired through various Company acquisitions. |
|
(5) | | This column represents a gain on sale of investment in Covansys to a third party recorded in the second and third quarters of 2007. |
|
(6) | | This column represents the allocation of interest expense for the periods presented, as if the debt retired in conjunction with the LPS spin-off had occurred on January 1, 2007, as previously reported in our investor package furnished on form 8-K on May 28, 2008 |
|
(7) | | This column represents debt restructuring charges recorded in the first quarter of 2007, to write-off capitalized unamortized debt issuance costs. |
12