EXHIBIT 99.1
CDK Global Reports First Quarter Fiscal 2019 Results
ASC 606
- Revenues of $554.5 million
- GAAP net earnings attributable to CDK margin of 16.3% and adjusted EBITDA margin of 37.7%
- GAAP diluted earnings attributed to CDK per share of $0.69 and adjusted diluted earnings attributable to CDK per share of $0.89
- Provides full year revenue guidance of $2.33 billion - $2.36 billion
ASC 605
- Revenues flat year-over-year at $565.9 million
- GAAP net earnings attributable to CDK margin expand 190 bps to 16.3% and adjusted EBITDA margins expand 330 bps to 37.4%
- GAAP diluted earnings attributable to CDK per share rise 25% to $0.71 and adjusted diluted earnings attributable to CDK per share rise 30% to $0.91
- Increases full year revenue guidance to $2.36 billion - $2.39 billion
HOFFMAN ESTATES, Ill., Nov. 07, 2018 (GLOBE NEWSWIRE) -- CDK Global, Inc. (Nasdaq:CDK) today announced financial results for its fiscal 2019 first quarter, ended September 30, 2018.
Effective July 1, 2018 we have adopted ASU 2014-09 “Revenue from Contracts with Customers” and related ASUs (“ASC 606”), using the modified retrospective transition approach. We will not recast historical information and will report financial results in fiscal 2019 under both standards for the transition year for comparability purposes.
First Quarter Fiscal 2019 Results
Year-over-year highlights are below:
| | | | | |
| First Quarter Fiscal 2019 Results | | ASC 606 | | ASC 605 |
| Revenues | | $554.5 million | | flat to $565.9 million |
| Earnings before income taxes | | $127.8 million | | up 9.0% to $130.3 million |
| Adjusted earnings before income taxes | | $160.1 million | | up 6.0% to $162.6 million |
| Diluted earnings attributable to CDK per share | | $0.69
| | up 25.0% to $0.71 |
| Adjusted diluted earnings attributable to CDK per share | | $0.89
| | up 30.0% to $0.91 |
| Net earnings attributable to CDK | | $90.3 million | | up 13.0% to $92.1 million |
| Margin | 16.3% | up 190 bps to 16.3% |
| Adjusted EBITDA | | $208.9 million | | up 10% to $211.4 million |
| Margin | | 37.7% | | Up 330 bps to 37.4% |
| | | | | |
“The first quarter was a solid start to fiscal 2019 as we begin to see the results from our growth initiatives,” said Brian MacDonald, chief executive officer. “We continue to see strong sales results across new site wins and strategic layered applications, and we’re especially pleased by the initial results of our recently completed acquisition of ELEAD1ONE. Accelerating growth in our core business remains our top priority.”
Please refer to the tables at the end of this release for a reconciliation of the GAAP results to the non-GAAP results, which we refer to as our adjusted results throughout the body of this press release. Results below reflect year-over-year comparisons.
As described below under the Non-GAAP Financial Measures section at the end of this press release, effective July 1, 2018, we began incorporating an adjustment for amortization of acquired intangible assets within our calculations of adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted diluted net earnings attributable to CDK per share. Each adjusted growth rate is shown against a comparably calculated fiscal 2018 figure.
Impacts to the First Quarter:
- Foreign exchange rates: Growth in revenues and earnings before income taxes remained unchanged by foreign exchange rates.
- Tax rate: The GAAP effective tax rate for the first quarter of fiscal 2019 was 27.8% under both ASC 606 and ASC 605, compared to 30.6% in last year’s first quarter. The adjusted effective tax rate for the first quarter of fiscal 2019 was 25.9% under both ASC 606 and ASC 605, compared to 34.2% in last year’s first quarter.
CDK Segment Information
CDK North America: Retail Solutions North America
ASC 606
- Revenues of $410.1 million
- GAAP earnings before income taxes of $175.6 million; adjusted earnings before income taxes of $181.0 million
- Pretax margins of 42.8%; adjusted pretax margins of 44.1%
ASC 605
- Revenues increased 3% to $413.2 million
- GAAP earnings before income taxes increased 11% to $174.0 million; adjusted earnings before income taxes increased 12% to $179.4 million. On a constant currency basis adjusted earnings before income taxes increased 13%
- Pretax margins expanded 320 bps to 42.1%; adjusted pretax margins expanded 360 bps to 43.4%. Margin expansion was primarily driven by operating leverage on subscription revenue growth and operating efficiencies associated with the business transformation plan
CDK North America: Advertising North America
ASC 606
- Revenues of $65.8 million
- GAAP earnings before income taxes of $6.2 million; adjusted earnings before income taxes of $6.8 million
- Pretax margins of 9.4%; adjusted pretax margins of 10.3%
ASC 605
- Revenues decreased 17% to $65.9 million
- GAAP earnings before income taxes decreased 41% to $6.3 million; adjusted earnings before income taxes decreased 39% to $6.9 million
- Pretax margins decreased 370 bps to 9.6%; adjusted pretax margins decreased 380 bps to 10.5%, primarily due to reduced leverage on revenue and higher advertising costs
CDK International
ASC 606
- Revenues of $78.6 million
- GAAP earnings before income taxes of $18.8 million; adjusted earnings before income taxes of $18.9 million
- Pretax margins of 23.9%; adjusted pretax margins of 24.0%
ASC 605
- Revenues increased 3% to $86.8 million. On a constant currency basis, revenues increased 4%
- GAAP earnings before income taxes increased 7% to $22.8 million; adjusted earnings before income taxes increased 3% to $22.9 million. On a constant currency basis earnings before income taxes increased 5%
- Pretax margins expanded 90 bps to 26.3%; adjusted pretax margins expanded 10 bps to 26.4%. Margin expansion was primarily due to scale from increased revenues and operating efficiencies associated with the business transformation plan, somewhat offset by investments related to strategic growth initiatives
Fiscal 2019 Guidance
| | | | | |
| Fiscal 2019 Guidance | | ASC 606 | | ASC 605 |
| Revenues | | $2.32 billion - $2.35 billion | | $2.35 billion - $2.38 billion |
| Diluted earnings attributable to CDK per share | | $2.85 - $2.95 | | $2.90 - $3.00 |
| Adjusted diluted earnings attributable to CDK per share | | $3.70 - $3.80 | | $3.80 - $3.90 |
| Net earnings attributable to CDK | | $340 million - $370 million | | $350 million - $380 million |
| Adjusted EBITDA | | $860 million - $895 million | | $880 million - $910 million |
| | | | | |
In order to provide like-for-like guidance on both an ASC 606 and ASC 605 basis, we will now provide guidance on a dollar basis versus on a growth basis.
On an ASC 606 basis we expect revenue to be $2.32 billion - $2.35 billion, GAAP diluted earnings per share of $2.85 - $2.95, adjusted diluted earnings per share of $3.70 - $3.80, GAAP net earnings attributable to CDK of $340 million - $370 million, and adjusted EBITDA of $860 million - $895 million.
On an ASC 605 basis we are increasing our revenue guidance for the fiscal year to $2.35 billion - $2.38 billion to account for the acquisition of ELEAD1ONE. We have reduced our GAAP earnings per share outlook to $2.90 - $3.00 and adjusted diluted earnings per share outlook to $3.80 - $3.90 to incorporate the ELEAD1ONE transaction. We expect net earnings attributable to CDK of $350 million - $380 million and adjusted EBITDA of $880 million - $910 million. Due to the dilution caused by ELEAD1ONE’s revenue mix we will not achieve the previously communicated 40% EBITDA exit margin target, and will no longer provide margin guidance.
Tax Rate
We are increasing our estimated fiscal 2019 GAAP effective tax rate to 26.0% - 27.0%, up from 25.0% - 26.0%, on both an ASC 606 and ASC 605 basis, compared to 24.1% in fiscal 2018, driven by changes related to the Tax Cuts and Jobs Act. We expect to be at the high end of our fiscal 2019 adjusted effective tax rate guidance range of 25.0% - 26.0% on both an ASC 606 and ASC 605 basis, compared to 29.1% in fiscal 2018.
Website Schedules
Other financial information, including financial statements and supplementary schedules presented on a GAAP and adjusted basis, and the schedule of quarterly revenues and pretax earnings by reportable segment have been updated for the first quarter of fiscal 2019 and will be posted to the CDK Investor Relations website, http://investors.cdkglobal.com, in the “Financial Information” section.
Webcast and Conference Call
An analyst conference call will be held today, Wednesday, November 7, 2018 at 7:30 a.m. CT. A live webcast of the call will be available on a listen-only basis. To listen to the webcast go to the CDK Investor Relations website, http://investors.cdkglobal.com, and click on the webcast icon. An accompanying slide presentation will be available to download and print about 60 minutes before the webcast at the CDK Investor Relations website at http://investors.cdkglobal.com. CDK financial news releases, current financial information, SEC filings and Investor Relations presentations are accessible at the same website.
About CDK Global
With more than $2 billion in revenues, CDK Global (Nasdaq:CDK) is a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacent industries. Focused on enabling end-to-end automotive commerce, CDK Global provides solutions to dealers in more than 100 countries around the world, serving approximately 30,000 retail locations and most automotive manufacturers. CDK solutions automate and integrate all parts of the dealership and buying process from targeted digital advertising and marketing campaigns to the sale, financing, insuring, parts supply, repair and maintenance of vehicles. Visit cdkglobal.com.
| | |
CDK Global, Inc.
Consolidated Statements of Operations
(In millions, except per share amounts)
(Unaudited) |
| | |
| | Three Months Ended |
| | September 30, |
| | 2018 | | 2017 |
| Revenues | $ | 554.5 | | | $ | 565.7 | |
| | | | |
| Expenses: | | | |
| Cost of revenues | 281.6 | | | 307.7 | |
| Selling, general and administrative expenses | 98.3 | | | 113.7 | |
| Restructuring expenses | 17.2 | | | 6.5 | |
| Total expenses | 397.1 | | | 427.9 | |
| | | | |
| Operating earnings | 157.4 | | | 137.8 | |
| | | | |
| Interest expense | (32.2 | ) | | (23.3 | ) |
| Other income, net | 2.6 | | | 5.3 | |
| | | | |
| Earnings before income taxes | 127.8 | | | 119.8 | |
| | | | |
| Provision for income taxes | (35.5 | ) | | (36.7 | ) |
| | | | |
| Net earnings | 92.3 | | | 83.1 | |
| Less: net earnings attributable to noncontrolling interest | 2.0 | | | 1.8 | |
| Net earnings attributable to CDK | $ | 90.3 | | | $ | 81.3 | |
| | | | |
| | | | |
| Net earnings attributable to CDK per common share: | | | |
| Basic | $ | 0.70 | | | $ | 0.58 | |
| Diluted | $ | 0.69 | | | $ | 0.57 | |
| | | | |
| Weighted-average common shares outstanding: | | | |
| Basic | 129.6 | | | 140.1 | |
| Diluted | 130.4 | | | 141.4 | |
| | | | | | |
Effective July 1, 2018, the Company adopted ASC 606 using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented.
| | | | |
CDK Global, Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited) |
| | | | |
| | September 30, | | June 30, |
| | 2018 | | 2018 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 312.8 | | | $ | 804.4 | |
| Accounts receivable, net of allowances | 383.6 | | | 374.6 | |
| Other current assets | 115.6 | | | 188.3 | |
| Total current assets | 812.0 | | | 1,367.3 | |
| | | | |
| Property, plant and equipment, net | 141.2 | | | 131.9 | |
| Other assets | 285.5 | | | 165.5 | |
| Goodwill | 1,592.4 | | | 1,217.2 | |
| Intangible assets, net | 259.8 | | | 126.5 | |
| Total assets | $ | 3,090.9 | | | $ | 3,008.4 | |
| | | | |
| Liabilities and Stockholders' Deficit | | | |
| Current liabilities: | | | |
| Current maturities of long-term debt and capital lease obligations | $ | 17.9 | | | $ | 45.2 | |
| Accounts payable | 44.5 | | | 50.5 | |
| Accrued expenses and other current liabilities | 253.0 | | | 198.0 | |
| Accrued payroll and payroll-related expenses | 63.1 | | | 85.7 | |
| Short-term deferred revenues | 122.1 | | | 169.0 | |
| Total current liabilities | 500.6 | | | 548.4 | |
| | | | |
| Long-term debt and capital lease obligations | 2,673.6 | | | 2,575.5 | |
| Long-term deferred revenues | 68.6 | | | 110.4 | |
| Deferred income taxes | 85.6 | | | 56.7 | |
| Other liabilities | 62.1 | | | 64.7 | |
| Total liabilities | 3,390.5 | | | 3,355.7 | |
| | | | |
| Stockholders' Deficit: | | | |
| Preferred stock | — | | | — | |
| Common stock | 1.6 | | | 1.6 | |
| Additional paid-in-capital | 654.6 | | | 679.8 | |
| Retained earnings | 933.6 | | | 753.0 | |
| Treasury stock, at cost | (1,909.6 | ) | | (1,810.7 | ) |
| Accumulated other comprehensive income | 5.1 | | | 11.5 | |
| Total CDK stockholders' deficit | (314.7 | ) | | (364.8 | ) |
| Noncontrolling interest | 15.1 | | | 17.5 | |
| Total stockholders' deficit | (299.6 | ) | | (347.3 | ) |
| Total liabilities and stockholders' deficit | $ | 3,090.9 | | | $ | 3,008.4 | |
| | | | | | | | |
Effective July 1, 2018, the Company adopted ASC 606 using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented.
| | |
CDK Global, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited) |
| | |
| | Three Months Ended |
| | September 30, |
| | 2018 | | 2017 |
| Cash Flows from Operating Activities: | | | |
| Net earnings | $ | 92.3 | | | $ | 83.1 | |
| Adjustments to reconcile net earnings to cash flows provided by operating activities: | | | |
| Depreciation and amortization | 19.7 | | | 19.5 | |
| Deferred income taxes | 7.8 | | | 2.3 | |
| Stock-based compensation expense | 3.3 | | | 8.1 | |
| Other | 1.4 | | | 1.5 | |
| Changes in operating assets and liabilities, net of effect from acquisitions of businesses: | | | |
| Decrease (increase) in accounts receivable | 12.2 | | | (1.8 | ) |
| Decrease in other assets | 13.0 | | | 19.8 | |
| Decrease in accounts payable | (9.5 | ) | | (3.8 | ) |
| Decrease in accrued expenses and other liabilities | (0.2 | ) | | (0.9 | ) |
| Net cash flows provided by operating activities | 140.0 | | | 127.8 | |
| | | | |
| Cash Flows from Investing Activities: | | | |
| Capital expenditures | (8.8 | ) | | (10.3 | ) |
| Capitalized software | (10.1 | ) | | (9.6 | ) |
| Acquisitions of businesses, net of cash acquired | (513.2 | ) | | — | |
| Contributions to investments | (10.0 | ) | | — | |
| Proceeds from investments | — | | | 0.8 | |
| Net cash flows used in investing activities | (542.1 | ) | | (19.1 | ) |
| | | | |
| Cash Flows from Financing Activities: | | | |
| Proceeds from long-term debt | 860.0 | | | — | |
| Repayments of long-term debt and capital lease obligations | (792.3 | ) | | (11.6 | ) |
| Dividends paid to stockholders | (19.3 | ) | | (19.7 | ) |
| Repurchases of common stock | (114.1 | ) | | (14.6 | ) |
| Proceeds from exercises of stock options | 1.0 | | | 2.6 | |
| Withholding tax payments for stock-based compensation awards | (14.9 | ) | | (8.5 | ) |
| Dividend payments to noncontrolling owners | (4.4 | ) | | — | |
| Payments of deferred financing costs | (4.4 | ) | | (0.4 | ) |
| Acquisition-related payments | (1.1 | ) | | (0.9 | ) |
| Net cash flows used in financing activities | (89.5 | ) | | (53.1 | ) |
| | | | |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (3.5 | ) | | 6.9 | |
| | | | |
| Net change in cash. cash equivalents and restricted cash | (495.1 | ) | | 62.5 | |
| | | | |
| Cash, cash equivalents, and restricted cash, beginning of period | 817.1 | | | 734.0 | |
| | | | |
| Cash, cash equivalents, and restricted cash, end of period | $ | 322.0 | | | $ | 796.5 | |
| | | | | | | | |
Effective July 1, 2018, the Company adopted ASC 606 using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented. Additionally, the company adopted ASU 2016-18 retrospectively during the first quarter of fiscal year 2019, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts presented on the Condensed Consolidated Statements of Cash Flows. Prior year amounts have been reclassified to conform to current year presentation.
CDK Global, Inc.
Segment Financial Data
(In millions)
(Unaudited)
As described below under the Non-GAAP Financial Measures section of this press release, effective July 1, 2018, we began incorporating additional adjustments within our calculations of adjusted earnings before income taxes, where management has deemed it appropriate to better reflect our underlying operations. Segment information for the three months ended September 30, 2017 has been restated to conform to the new presentation. In the first quarter of fiscal 2019, the Company revised segment reporting to reclassify the assets and liabilities and operating results of the April 2018 acquisition of Progressus Media LLC to the RSNA segment. The results were previously reported in the ANA segment.
Effective July 1, 2018, the Company adopted ASC 606 using the modified retrospective approach. The tables below present fiscal 2019 for both ASC 606 and ASC605 basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented.
| | |
| | Segment Revenues |
| | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | ASC 605 |
| | ASC 606 | | ASC 605 | | $ | | % |
| CDK North America: | | | | | | | | | |
| Retail Solutions North America (a) | $ | 410.1 | | | $ | 413.2 | | | $ | 401.6 | | | $ | 11.6 | | | 3 | % |
| Advertising North America (b) | 65.8 | | | 65.9 | | | 79.8 | | | (13.9 | ) | | (17 | )% |
| CDK International (c) | 78.6 | | | 86.8 | | | 84.3 | | | 2.5 | | | 3 | % |
| Total | $ | 554.5 | | | $ | 565.9 | | | $ | 565.7 | | | $ | 0.2 | | | — | % |
| | | | | | | | | | | | | | | | | | | |
| | |
| | Segment Adjusted Earnings before Income Taxes |
| | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | ASC 605 |
| | ASC 606 | | ASC 605 | | $ | | % |
| CDK North America: | | | | | | | | | |
| Retail Solutions North America (a) | $ | 181.0 | | | $ | 179.4 | | | $ | 159.9 | | | $ | 19.5 | | | 12 | % |
| Margin | 44.1 | % | | 43.4 | % | | 39.8 | % | | 360 bps |
| Advertising North America (b) | 6.8 | | | 6.9 | | | 11.4 | | | (4.5 | ) | | (39 | )% |
| Margin | 10.3 | % | | 10.5 | % | | 14.3 | % | | -380 bps |
| CDK International (c) | 18.9 | | | 22.9 | | | 22.2 | | | 0.7 | | | 3 | % |
| Margin | 24.0 | % | | 26.4 | % | | 26.3 | % | | 10 bps |
| Other (d) | (46.6 | ) | | (46.6 | ) | | (39.4 | ) | | (7.2 | ) | | 18 | % |
| Total | $ | 160.1 | | | $ | 162.6 | | | $ | 154.1 | | | $ | 8.5 | | | 6 | % |
| Margin | 28.9 | % | | 28.7 | % | | 27.2 | % | | 150 bps |
| | | | | | | | | | | |
(a) The table below presents a reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currency adjusted earnings before income taxes for the Retail Solutions North America (RSNA) segment.
| | | | | | |
| Retail Solutions North America | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | ASC 605 |
| | ASC 606 | | ASC 605 | | $ | | % |
| Revenues | $ | 410.1 | | | $ | 413.2 | | | $ | 401.6 | | | $ | 11.6 | | | 3 | % |
| Impact of exchange rates | 1.0 | | | 1.1 | | | — | | | | | |
| Constant currency revenues (e) | $ | 411.1 | | | $ | 414.3 | | | $ | 401.6 | | | $ | 12.7 | | | 3 | % |
| | | | | | | | | | |
| Earnings before income taxes | $ | 175.6 | | | $ | 174.0 | | | $ | 156.2 | | | $ | 17.8 | | | 11 | % |
| Margin % | 42.8 | % | | 42.1 | % | | 38.9 | % | | 320 bps | | |
| Amortization of acquired intangible assets | 2.4 | | | 2.4 | | | 2.2 | | | | | |
| Acquisition and integration-related expenses | 1.3 | | | 1.3 | | | 0.6 | | | | | |
| Legal and regulatory expenses related to competition matters | 1.7 | | | 1.7 | | | 0.9 | | | | | |
| Adjusted earnings before income taxes | $ | 181.0 | | | $ | 179.4 | | | $ | 159.9 | | | $ | 19.5 | | | 12 | % |
| Adjusted Margin % | 44.1 | % | | 43.4 | % | | 39.8 | % | | 360 bps | | |
| Impact of exchange rates | 0.6 | | | 0.6 | | | — | | | | | |
| Constant currency earnings before income taxes (e) | $ | 181.6 | | | $ | 180.0 | | | $ | 159.9 | | | $ | 20.1 | | | 13 | % |
| | | | | | | | | | | | | | | | | | | |
(b) The table below presents a reconciliation of earnings before income taxes to adjusted earnings before income taxes for the Advertising North America (ANA) segment.
| | | | | | |
| Advertising North America | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | ASC 605 |
| | ASC 606 | | ASC 605 | | $ | | % |
| Revenues | $ | 65.8 | | | $ | 65.9 | | | $ | 79.8 | | | $ | (13.9 | ) | | (17 | )% |
| | | | | | | | | | |
| Earnings before income taxes | $ | 6.2 | | | $ | 6.3 | | | $ | 10.6 | | | $ | (4.3 | ) | | (41 | )% |
| Margin % | 9.4 | % | | 9.6 | % | | 13.3 | % | | -370 bps |
| Amortization of acquired intangible assets | 0.6 | | | 0.6 | | | 0.8 | | | | | |
| Adjusted earnings before income taxes (e) | $ | 6.8 | | | $ | 6.9 | | | $ | 11.4 | | | $ | (4.5 | ) | | (39 | )% |
| Adjusted margin % | 10.3 | % | | 10.5 | % | | 14.3 | % | | -380 bps |
| | | | | | | | | | | |
(c) The table below presents a reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currency adjusted earnings before income taxes for the CDK International (CDKI) segment.
| | | | | | |
| CDK International | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | ASC 605 |
| | ASC 606 | | ASC 605 | | $ | | % |
| Revenues | $ | 78.6 | | | $ | 86.8 | | | $ | 84.3 | | | $ | 2.5 | | | 3 | % |
| Impact of exchange rates | 0.9 | | | 1.1 | | | — | | | | | |
| Constant currency revenues (e) | $ | 79.5 | | | $ | 87.9 | | | $ | 84.3 | | | $ | 3.6 | | | 4 | % |
| | | | | | | | | | |
| Earnings before income taxes | $ | 18.8 | | | $ | 22.8 | | | $ | 21.4 | | | $ | 1.4 | | | 7 | % |
| Margin % | 23.9 | % | | 26.3 | % | | 25.4 | % | | 90 bps | | |
| Amortization of acquired intangible assets | 0.1 | | | 0.1 | | | 0.8 | | | | | |
| Adjusted earnings before income taxes (e) | 18.9 | | | 22.9 | | | 22.2 | | | 0.7 | | | 3 | % |
| Adjusted Margin % | 24.0 | % | | 26.4 | % | | 26.3 | % | | 10 bps | | |
| Impact of exchange rates | 0.2 | | | 0.4 | | | — | | | | | |
| Constant currency earnings before income taxes (e) | $ | 19.1 | | | $ | 23.3 | | | $ | 22.2 | | | $ | 1.1 | | | 5 | % |
| | | | | | | | | | | | | | | | | | | |
(d) The table below presents a reconciliation of loss before income taxes to adjusted loss before income taxes for the Other segment. The adoption of ASC 606 had no impact on the Other segment.
| | | | | | |
| Other | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | $ | | % |
| Loss before income taxes | $ | (72.8 | ) | | $ | (68.4 | ) | | $ | (4.4 | ) | | 6 | % |
| Restructuring expenses | 17.2 | | | 6.5 | | | | | |
| Other business transformation expenses | 5.2 | | | 15.2 | | | | | |
| Total stock-based compensation | 3.3 | | | 8.1 | | | | | |
| Acquisition and integration-related expenses | 0.5 | | | — | | | | | |
| Tax matters indemnifications gain | — | | | (0.8 | ) | | | | |
| Adjusted loss before income taxes | $ | (46.6 | ) | | $ | (39.4 | ) | | $ | (7.2 | ) | | 18 | % |
| | | | | | | | | | | | | | | |
(e) Refer to the Non-GAAP Financial Measures section of this earnings release for additional information on our non-GAAP adjustments.
CDK Global, Inc.
Revenue Disaggregation
(In millions)
(Unaudited)
The following table presents segment revenues by revenue category for the three months ended September 30, 2018 on an ASC 606 basis:
| | |
| | Three Months Ended September 30, 2018 |
| | Retail Solutions
North America | | Advertising
North America | | CDK International | | Total |
| Revenue: | | | | | | | |
| Subscription | $ | 334.3 | | | $ | — | | | $ | 66.6 | | | $ | 400.9 | |
| On-site license and installation | 1.4 | | | — | | | 8.0 | | | 9.4 | |
| Transaction | 41.0 | | | — | | | — | | | 41.0 | |
| Advertising | — | | | 65.8 | | | — | | | 65.8 | |
| Other | 33.4 | | | — | | | 4.0 | | | 37.4 | |
| Total revenue | $ | 410.1 | | | $ | 65.8 | | | $ | 78.6 | | | $ | 554.5 | |
| | | | | | | | | | | | | | | | |
The following supplemental table presents segment revenues by revenue category for the three months ended September 30, 2018 and 2017 on an ASC 605 basis:
| | |
| | ASC 605 Segment Revenues |
| | Three Months Ended | | | | |
| | September 30, | | Change |
| | 2018 | | 2017 | | $ | | % |
| CDK North America: | | | | | | | |
| Retail Solutions North America: | | | | | | | |
| Subscription revenue | $ | 335.4 | | | $ | 326.6 | | | $ | 8.8 | | | 3 | % |
| Transaction revenue | 41.2 | | | 43.7 | | | (2.5 | ) | | (6 | )% |
| Other revenue | 36.6 | | | 31.3 | | | 5.3 | | | 17 | % |
| Total Retail Solutions North America | $ | 413.2 | | | $ | 401.6 | | | $ | 11.6 | | | 3 | % |
| Advertising North America | 65.9 | | | 79.8 | | | (13.9 | ) | | (17 | )% |
| CDK International | 86.8 | | | 84.3 | | | 2.5 | | | 3 | % |
| Total | $ | 565.9 | | | $ | 565.7 | | | $ | 0.2 | | | — | % |
| | | | | | | | | | | | | | | |
CDK Global, Inc.
Consolidated Adjusted Financial Information
(In millions, except per share amounts)
(Unaudited)
As described below under the Non-GAAP Financial Measures section of this press release, effective July 1, 2018 and commencing with fiscal 2019 guidance, we will adjust for amortization of acquired intangible assets within our calculations of adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted diluted net earnings attributable to CDK per share. Information for three months ended September 30, 2017 has been restated to conform to the new presentation.
Effective July 1, 2018, the Company adopted ASC 606 using the modified retrospective approach. The tables below present fiscal 2019 for both ASC 606 and ASC 605 basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented.
| | | | | | |
| | Three Months Ended | | | | |
| | September 30, | | |
| | 2018 | | 2017 | | ASC 605 Change |
| | ASC 606 | | ASC 605 | | $ | | % |
| Revenues | $ | 554.5 | | | $ | 565.9 | | | $ | 565.7 | | | $ | 0.2 | | | — | % |
| Impact of exchange rates | 1.9 | | | 2.2 | | | — | | | | | |
| Constant currency revenues (a) | $ | 556.4 | | | $ | 568.1 | | | $ | 565.7 | | | $ | 2.4 | | | — | % |
| | | | | | | | | | |
| Earnings before income taxes | $ | 127.8 | | | $ | 130.3 | | | $ | 119.8 | | | $ | 10.5 | | | 9 | % |
| Margin | 23.0 | % | | 23.0 | % | | 21.2 | % | | 180 bps |
| Restructuring expenses | 17.2 | | | 17.2 | | | 6.5 | | | | | |
| Other business transformation expenses | 5.2 | | | 5.2 | | | 15.2 | | | | | |
| Total stock-based compensation | 3.3 | | | 3.3 | | | 8.1 | | | | | |
| Amortization of acquired intangible assets | 3.1 | | | 3.1 | | | 3.8 | | | | | |
| Transaction and integration-related expenses | 1.8 | | | 1.8 | | | 0.6 | | | | | |
| Legal and regulatory expenses related to competition matters | 1.7 | | | 1.7 | | | 0.9 | | | | | |
| Tax matters indemnifications gain | — | | | — | | | (0.8 | ) | | | | |
| Adjusted earnings before income taxes (a) | $ | 160.1 | | | $ | 162.6 | | | $ | 154.1 | | | 8.5 | | | 6 | % |
| Adjusted margin | 28.9 | % | | 28.7 | % | | 27.2 | % | | 150 bps |
| Impact of exchange rates | 0.9 | | | 1.0 | | | — | | | | | |
| Constant currency adjusted earnings before income taxes (a) | $ | 161.0 | | | $ | 163.6 | | | $ | 154.1 | | | $ | 9.5 | | | 6 | % |
| | | | | | | | | | |
| Provision for income taxes | $ | 35.5 | | | $ | 36.2 | | | $ | 36.7 | | | $ | (0.5 | ) | | (1 | )% |
| Effective tax rate | 27.8 | % | | 27.8 | % | | 30.6 | % | | | | |
| Income tax effect of pre-tax adjustments | 7.4 | | | 7.4 | | | 12.5 | | | | | |
| Excess tax benefit from stock-based compensation | 1.9 | | | 1.9 | | | 3.5 | | | | | |
| Impact of U.S tax reform | (3.4 | ) | | (3.4 | ) | | — | | | | | |
| Adjusted provision for income taxes (a) | $ | 41.4 | | | $ | 42.1 | | | $ | 52.7 | | | $ | (10.6 | ) | | (20 | )% |
| Adjusted effective tax rate | 25.9 | % | | 25.9 | % | | 34.2 | % | | | | — | % |
| | | | | | | | | | |
| Net earnings | $ | 92.3 | | | $ | 94.1 | | | $ | 83.1 | | | $ | 11.0 | | | 13 | % |
| Less: net earnings attributable to noncontrolling interest | 2.0 | | | 2.0 | | | 1.8 | | | | | |
| Net earnings attributable to CDK | 90.3 | | | 92.1 | | | 81.3 | | | 10.8 | | | 13 | % |
| Restructuring expenses (b) | 17.1 | | | 17.1 | | | 6.4 | | | | | |
| Other business transformation expenses | 5.2 | | | 5.2 | | | 15.2 | | | | | |
| Total stock-based compensation | 3.3 | | | 3.3 | | | 8.1 | | | | | |
| Amortization of acquired intangible assets (b) | 3.0 | | | 3.0 | | | 3.7 | | | | | |
| Transaction and integration-related expenses | 1.8 | | | 1.8 | | | 0.6 | | | | | |
| Legal and regulatory expenses related to competition matters | 1.7 | | | 1.7 | | | 0.9 | | | | | |
| Tax matters indemnifications gain | — | | | — | | | (0.8 | ) | | | | |
| Income tax benefit on pre-tax adjustments | (7.4 | ) | | (7.4 | ) | | (12.5 | ) | | | | |
| Excess tax benefit from stock-based compensation | (1.9 | ) | | (1.9 | ) | | (3.5 | ) | | | | |
| Impact of U.S tax reform | 3.4 | | | 3.4 | | | — | | | | | |
| Adjusted net earnings attributable to CDK (a) | $ | 116.5 | | | $ | 118.3 | | | $ | 99.4 | | | $ | 18.9 | | | 19 | % |
| | | | | | | | | | |
| Diluted earnings attributable to CDK per share | $ | 0.69 | | | $ | 0.71 | | | $ | 0.57 | | | $ | 0.14 | | | 25 | % |
| Restructuring expenses (b) | 0.13 | | | 0.13 | | | 0.04 | | | | | |
| Other business transformation expenses (b) | 0.04 | | | 0.04 | | | 0.11 | | | | | |
| Total stock-based compensation | 0.03 | | | 0.03 | | | 0.06 | | | | | |
| Amortization of acquired intangible assets | 0.02 | | | 0.02 | | | 0.03 | | | | | |
| Transaction and integration-related expenses | 0.01 | | | 0.01 | | | — | | | | | |
| Legal and regulatory expenses related to competition matters | 0.01 | | | 0.01 | | | 0.01 | | | | | |
| Tax matters indemnifications gain | — | | | — | | | (0.01 | ) | | | | |
| Income tax effect of pre-tax adjustments | (0.06 | ) | | (0.06 | ) | | (0.09 | ) | | | | |
| Excess tax benefit from stock-based compensation | (0.01 | ) | | (0.01 | ) | | (0.02 | ) | | | | |
| Impact of U.S tax reform | 0.03 | | | 0.03 | | | — | | | | | |
| Adjusted diluted earnings attributable to CDK per share (a) | $ | 0.89 | | | $ | 0.91 | | | $ | 0.70 | | | $ | 0.21 | | | 30 | % |
| | | | | | | | | | |
| Weighted-average common shares outstanding: | | | | | | | | | |
| Diluted | 130.4 | | | 130.4 | | | 141.4 | | | | | |
| | | | | | | | | | | | | |
| | | | |
| | Three Months Ended | | |
| | September 30, | | |
| | 2018 | | 2017 | | ASC 605 Change |
| | ASC 606 | | ASC 605 | | $ | | % |
| Net earnings attributable to CDK | $ | 90.3 | | | $ | 92.1 | | | $ | 81.3 | | | $ | 10.8 | | | 13 | % |
| Margin | 16.3 | % | | 16.3 | % | | 14.4 | % | | 190 bps |
| Net earnings attributable to noncontrolling interest | 2.0 | | | 2.0 | | | 1.8 | | | | | |
| Provision for income taxes | 35.5 | | | 36.2 | | | 36.7 | | | | | |
| Interest expense | 32.2 | | | 32.2 | | | 23.3 | | | | | |
| Depreciation and amortization | 19.7 | | | 19.7 | | | 19.5 | | | | | |
| Total stock-based compensation | 3.3 | | | 3.3 | | | 8.1 | | | | | |
| Restructuring expenses | 17.2 | | | 17.2 | | | 6.5 | | | | | |
| Other business transformation expenses | 5.2 | | | 5.2 | | | 15.1 | | | | | |
| Acquisition and integration-related expenses | 1.8 | | | 1.8 | | | 0.6 | | | | | |
| Legal and regulatory expenses related to competition matters | 1.7 | | | 1.7 | | | 0.9 | | | | | |
| Tax matters indemnifications gain | — | | | — | | | (0.8 | ) | | | | |
| Adjusted EBITDA (a) | $ | 208.9 | | | $ | 211.4 | | | $ | 193.0 | | | $ | 18.4 | | | 10 | % |
| Adjusted margin | 37.7 | % | | 37.4 | % | | 34.1 | % | | 330 bps |
| | | | | | | | | | | |
| | |
| | Three Months Ended |
| | September 30, |
| | 2018 | | 2017 |
| Net cash flows provided by operating activities | $ | 140.0 | | | $ | 127.8 | |
| Capital expenditures | (8.8 | ) | | (10.3 | ) |
| Capitalized software | (10.1 | ) | | (9.6 | ) |
| Change in restricted cash | 3.5 | | | — | |
| Free cash flow (a) | $ | 124.6 | | | $ | 107.9 | |
| | | | | | | | |
(a) Refer to the Non-GAAP Financial Measures section of this earnings release for additional information on our non-GAAP adjustments.
(b) The portion of expense related to noncontrolling interest has been removed from restructuring expenses and amortization of acquired intangible assets for the three months ended September 30, 2018 and 2017.
CDK Global, Inc.
Consolidated Fiscal 2019 Guidance
(In millions, except per share amounts)
(Unaudited)
As described below under the Non-GAAP Financial Measures section of this press release, effective July 1, 2018 and commencing with fiscal 2019 guidance, we will adjust for amortization of acquired intangible assets within our calculations of adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted diluted net earnings attributable to CDK per share. The table below includes these adjustments for fiscal 2018 for purposes of calculating and presenting the fiscal 2019 guidance.
| | | | | | |
| | Fiscal
2018 | | Fiscal 2019 under ASC
606 | | Fiscal 2019 under ASC
605 |
| | Actuals | | Point Estimate (a) | | Guidance | | Point Estimate (a) | | Guidance |
| Revenues | $ | 2,273.2 | | | $ | 2,340.0 | | | $2,320 - 2,350 | | $ | 2,376.0 | | | $2,350 - 2,380 |
| | | | | | | | | | |
| Earnings before income taxes | $ | 512.0 | | | $ | 509.0 | | | | | $ | 519.0 | | | |
| Restructuring expenses | 20.9 | | | 35.0 | | | | | 35.0 | | | |
| Other business transformation expenses | 50.3 | | | 30.0 | | | | | 30.0 | | | |
| Total stock-based compensation | 35.7 | | | 26.0 | | | | | 26.0 | | | |
| Amortization of acquired intangible assets | 15.9 | | | 17.0 | | | | | 17.0 | | | |
| Transaction and integration-related expenses | 15.7 | | | 31.0 | | | | | 31.0 | | | |
| Officer transition expense | 0.6 | | | 5.0 | | | | | 5.0 | | | |
| Legal and regulatory expenses related to competition matters | 7.4 | | | 13.0 | | | | | 13.0 | | | |
| Tax matters indemnification gain, net | (0.4 | ) | | — | | | | | — | | | |
| Adjusted earnings before income taxes (b) | $ | 658.1 | | | $ | 666.0 | | | | | $ | 676.0 | | | |
| | | | | | | | | | |
| Provision for income taxes | $ | 123.3 | | | $ | 136.0 | | | | | $ | 139.0 | | | |
| Effective tax rate | 24.1 | % | | 26.7 | % | | 26 - 27% | | 26.8 | % | | 26 - 27% |
| Income tax effect of pre-tax adjustments | 44.3 | | | 36.0 | | | | | 36.0 | | | |
| Excess tax benefit from stock-based compensation | 5.1 | | | 4.0 | | | | | 4.0 | | | |
| Pre spin-off filed tax return adjustment | 0.4 | | | — | | | | | — | | | |
| Impact of U.S. tax reform act | 18.5 | | | (4.0 | ) | | | | (4.0 | ) | | |
| Adjusted provision for income taxes (b) | $ | 191.6 | | | $ | 172.0 | | | | | $ | 175.0 | | | |
| Adjusted effective tax rate | 29.1 | % | | 25.8 | % | | 25 - 26% | | 25.9 | % | | 25 - 26% |
| | | | | | | | | | |
| Net earnings | $ | 388.7 | | | $ | 373.0 | | | | | $ | 380.0 | | | |
| Less: net earnings attributable to noncontrolling interest | 7.9 | | | 10.0 | | | | | 10.0 | | | |
| Net earnings attributable to CDK | $ | 380.8 | | | $ | 363.0 | | | | | $ | 370.0 | | | |
| Restructuring expenses | 20.6 | | | 35.0 | | | | | 35.0 | | | |
| Other business transformation expenses | 50.0 | | | 30.0 | | | | | 30.0 | | | |
| Total stock-based compensation | 35.6 | | | 26.0 | | | | | 26.0 | | | |
| Amortization of acquired intangible assets | 15.7 | | | 17.0 | | | | | 17.0 | | | |
| Transaction and integration-related expenses | 15.7 | | | 31.0 | | | | | 31.0 | | | |
| Officer transition expense | 0.6 | | | 5.0 | | | | | 5.0 | | | |
| Legal and regulatory expenses related to competition matters | 7.4 | | | 13.0 | | | | | 13.0 | | | |
| Tax matters indemnification gain, net | (0.4 | ) | | — | | | | | — | | | |
| Income tax effect of pre-tax adjustments | (44.3 | ) | | (36.0 | ) | | | | (36.0 | ) | | |
| Excess tax benefit from stock-based compensation | (5.1 | ) | | (4.0 | ) | | | | (4.0 | ) | | |
| Pre spin-off filed tax return adjustment | (0.4 | ) | | — | | | | | — | | | |
| Impact of U.S. tax reform act | (18.5 | ) | | 4.0 | | | | | 4.0 | | | |
| Adjusted net earnings attributable to CDK (b) | $ | 457.7 | | | $ | 484.0 | | | | | $ | 491.0 | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Diluted net earnings attributable to CDK per share | $ | 2.78 | | | $ | 2.85 | | | $2.85 - 2.95 | | $ | 2.90 | | | $2.90 - 3.00 |
| Restructuring expenses | 0.15 | | | 0.27 | | | | | 0.27 | | | |
| Other business transformation expenses | 0.37 | | | 0.24 | | | | | 0.24 | | | |
| Total stock-based compensation | 0.26 | | | 0.20 | | | | | 0.20 | | | |
| Amortization of acquired intangible assets | 0.12 | | | 0.13 | | | | | 0.13 | | | |
| Transaction and integration-related expenses | 0.12 | | | 0.24 | | | | | 0.24 | | | |
| Officer transition expense | — | | | 0.04 | | | | | 0.04 | | | |
| Legal and regulatory expenses related to competition matters | 0.05 | | | 0.10 | | | | | 0.10 | | | |
| Tax matters indemnification gain, net | — | | | — | | | | | — | | | |
| Income tax effect of pre-tax adjustments | (0.32 | ) | | (0.27 | ) | | | | (0.27 | ) | | |
| Excess tax benefit from stock-based compensation | (0.04 | ) | | (0.03 | ) | | | | (0.03 | ) | | |
| Pre spin-off filed tax return adjustment | — | | | — | | | | | — | | | |
| Impact of U.S. tax reform act | (0.14 | ) | | 0.03 | | | | | 0.03 | | | |
| Adjusted diluted net earnings attributable to CDK per share (b) | $ | 3.35 | | | $ | 3.80 | | | $3.70 - 3.80 | | $ | 3.85 | | | $3.80 - 3.90 |
| | | | | | | | | | | | | | | | |
| | | | | | |
| | Fiscal
2018 | | Fiscal 2019 under ASC
606 | | Fiscal 2019 under ASC
605 |
| | Actuals | | Point
Estimate (a) | | Guidance | | Point
Estimate (a) | | Guidance |
| Revenues | $ | 2,273.2 | | | $ | 2,340.0 | | | $2,320 - 2,350 | | $ | 2,376.0 | | | $2,350 - 2,380 |
| | | | | | | | | | |
| Net earnings attributable to CDK | $ | 380.8 | | | $ | 363.0 | | | $340 - 370 | | $ | 370.0 | | | $350 - 380 |
| Margin | 16.8 | % | | 15.5 | % | | | | 15.6 | % | | |
| Net earnings attributable to noncontrolling interest | 7.9 | | | 10.0 | | | | | 10.0 | | | |
| Provision for income taxes | 123.3 | | | 136.0 | | | | | 139.0 | | | |
| Interest expense | 95.9 | | | 141.0 | | | | | 141.0 | | | |
| Depreciation and amortization | 79.1 | | | 100.0 | | | | | 100.0 | | | |
| Total stock-based compensation | 35.7 | | | 26.0 | | | | | 26.0 | | | |
| Restructuring expenses | 20.9 | | | 35.0 | | | | | 35.0 | | | |
| Other business transformation expenses | 50.1 | | | 30.0 | | | | | 30.0 | | | |
| Transaction and integration-related expenses | 15.7 | | | 31.0 | | | | | 31.0 | | | |
| Officer transition expense | 0.6 | | | 5.0 | | | | | 5.0 | | | |
| Legal and regulatory expenses related to competition matters | 7.4 | | | 13.0 | | | | | 13.0 | | | |
| Tax matters indemnification gain, net | (0.4 | ) | | — | | | | | — | | | |
| Adjusted EBITDA (b) | $ | 817.0 | | | $ | 890.0 | | | $860 - 895 | | $ | 900.0 | | | $880 - 910 |
| Adjusted margin | 35.9 | % | | 38.0 | % | | | | 37.9 | % | | |
| | | | | | | | | | | | | |
(a) The point estimates are arbitrary amounts within the guidance ranges provided and are not meant to represent CDK's forecast of actual results. They are used solely to provide a means to reconcile each non-GAAP guidance range to the most directly comparable GAAP measure in dollars and percentages, where applicable.
(b) Refer to the Non-GAAP Financial Measures section of this press release for additional information on our non-GAAP adjustments.
CDK Global, Inc.
Performance Metrics
(Unaudited)
CDK management regularly reviews the following key performance measures to evaluate business results and make operating and strategic decisions. These measures are intended to provide directional information regarding trends in our recurring subscription revenues. The following table summarizes these measures for recurring subscription revenues in our segments:
| | | | | | |
| | September 30,
2017 (a) | | December 31,
2017 (a) | | March 31,
2018 (a) | | June 30,
2018 (a) | | September 30,
2018 (b) |
| RSNA | | | | | | | | | |
| Automotive | | | | | | | | | |
| DMS Customer Sites (c) | 9,020 | | | 9,029 | | | 8,917 | | | 8,933 | | | 8,920 | |
| Avg Revenue Per Site (d) | $ | 8,303 | | | $ | 8,424 | | | $ | 8,498 | | | $ | 8,607 | | | $ | 8,711 | |
| | | | | | | | | | |
| Adjacencies | | | | | | | | | |
| DMS Customer Sites (c) | 5,523 | | | 5,577 | | | 5,613 | | | 5,624 | | | 5,613 | |
| Avg Revenue Per Site (d) | $ | 1,602 | | | $ | 1,599 | | | $ | 1,620 | | | $ | 1,646 | | | $ | 1,648 | |
| | | | | | | | | | |
| Total RSNA | | | | | | | | | |
| DMS Customer Sites (c) | 14,543 | | | 14,606 | | | 14,530 | | | 14,557 | | | 14,533 | |
| Avg Revenue Per Site (d) | $ | 5,758 | | | $ | 5,818 | | | $ | 5,841 | | | $ | 5,918 | | | $ | 5,984 | |
| | | | | | | | | | |
| CDKI | | | | | | | | | |
| DMS Customer Sites (c) | 13,496 | | | 13,559 | | | 13,537 | | | 13,274 | | | 13,187 | |
| Avg Revenue Per Site (d) | $ | 1,310 | | | $ | 1,335 | | | $ | 1,356 | | | $ | 1,386 | | | $ | 1,418 | |
| | | | | | | | | | | | | | | | | | | | |
(a) Average revenue per Dealer Management System (DMS) customer site has been updated for fiscal 2018 to reflect budgeted foreign exchange rates for fiscal 2019.
(b) DMS Customer Sites does not include the sites related to our September acquisition of ELEAD1ONE and Average Revenue per DMS Customer Site is on an ASC 605 basis as of September 30, 2018.
(c) DMS Customer Sites - We track the number of retail customer sites with an active DMS that sell vehicles in the automotive and adjacent markets as an indicator of our opportunity set for generating subscription revenue. We consider a DMS to be active if we have billed a subscription fee for that solution during the most recently ended calendar month. Adjacent markets include heavy truck dealerships that provide vehicles to the over-the-road trucking industry, recreation dealerships in the motorcycle, marine, and recreational vehicle industries, and heavy equipment dealerships in the agriculture and construction equipment industries.
(d) Average Revenue Per DMS Customer Site - Average revenue per DMS customer site is an indicator of the adoption of our solutions by DMS customers, and we monitor changes in this metric to measure the effectiveness of our strategy to deepen our relationships with our current customer base through upgrading and expanding solutions. We calculate average revenue per DMS customer site by dividing revenue generated from our solutions, including revenue generated from websites, in an applicable period by the average number of DMS customer sites in the same period. The metric excludes subscription revenue generated by customers not included in our DMS customer site count as well as subscription revenue related to certain installation and training activities that is deferred then recognized as revenue over the life of the contract. Revenue underlying this metric is based on budgeted foreign exchange rates. When we discuss growth in average revenue per DMS customer site, revenue for the comparable prior period has been adjusted to reflect budgeted foreign exchange rates for the current period.
Non-GAAP Financial Measures
We disclose certain financial measures for our consolidated and operating segment results on both a GAAP and a non-GAAP (adjusted) basis. The non-GAAP financial measures disclosed should be viewed in addition to, and not as an alternative to, results prepared in accordance with GAAP. Our use of each of the following non-GAAP financial measures may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures, or reconcile them to the comparable GAAP financial measures, in the same way.
| | |
| Non-GAAP Financial Measure | Comparable GAAP Financial Measure |
| Adjusted earnings before income taxes | Earnings before income taxes |
| Adjusted provision for income taxes | Provision for income taxes |
| Adjusted net earnings attributable to CDK | Net earnings attributable to CDK |
| Adjusted diluted earnings attributable to CDK per share | Diluted earnings attributable to CDK per share |
| Adjusted EBITDA | Net earnings attributable to CDK |
| Adjusted EBITDA margin | Net earnings attributable to CDK margin |
| Constant currency revenues | Revenues |
| Constant currency adjusted earnings before income taxes | Earnings before income taxes |
| Free cash flow | Net cash flows provided by operating activities |
| | |
We use adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, adjusted diluted earnings attributable to CDK per share, adjusted EBITDA and adjusted EBITDA margin internally to evaluate our performance on a consistent basis, because the measures adjust for the impact of certain items that we believe do not directly reflect our underlying operations. By adjusting for these items we believe we have more precise inputs for use as factors in (i) our budgeting process, (ii) making financial and operational decisions, (iii) evaluating ongoing segment and overall operating performance on a consistent period-to-period basis and relative to our competitors, (iv) target leverage calculations, (v) debt covenant calculations, and (vi) determining incentive-based compensation.
We believe our non-GAAP financial measures are helpful to users of the financial statements because they (i) provide investors with meaningful supplemental information regarding financial performance by excluding certain items, (ii) permit investors to view performance using the same tools that management uses, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our ongoing operating results on a consistent basis. We believe that the presentation of these non-GAAP financial measures, when considered in addition to the corresponding GAAP financial measures and the reconciliations to those measures disclosed below, provides investors with a fuller understanding of the factors and trends affecting our business than could be obtained absent these disclosures.
Effective July 1, 2018, we began including amortization of acquired intangible assets within our calculations of adjusted earnings before income taxes, adjusted net earnings attributable to CDK, and adjusted diluted net earnings attributable to CDK per share. Amortization of acquired intangible assets represents non-cash expenses associated with acquisition activities that we expect to become more meaningful due to our evolving acquisition strategy. These expenses are inconsistent in amount and frequency and are significantly affected by the timing and size of our acquisitions. Therefore, we adjust for amortization of acquired intangible assets within our calculations of these measures because it does not directly reflect our underlying operations, and excluding such information provides us with a better understanding of our ongoing operating performance across periods.
Adjusted Earnings before Income Taxes
Management has excluded the following items from adjusted earnings before income taxes for the periods presented:
- Restructuring expenses recognized in connection with our business transformation plan.
- Other business transformation expenses included within cost of revenues and selling, general and administrative expenses.
- Amortization of acquired intangible assets consists of amortization of intangible assets such as customer lists, purchased software, and trademarks acquired in connection with business combinations.
- Total stock-based compensation expense included within cost of revenues and selling, general and administrative expenses.
- Transaction and integration-related expenses that include legal, accounting, outside services fees, and other costs incurred in connection with assessment and integration of acquisitions and other strategic business opportunities included within selling, general and administrative expenses.
- Officer transition expense includes severance expense in connection with officer departures, including fiscal 2019 CEO transition, reported within selling, general and administrative expenses for the periods presented.
- Legal and regulatory expenses related to competition matters included within selling, general and administrative expenses.
- Net loss/(gain) recorded within other income, net associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with tax matters agreement.
Adjusted Provision for Income taxes
Management has excluded the following items from adjusted provision for income taxes for the periods presented:
- Income tax effect of pre-tax adjustments described above.
- Excess tax benefit derived from stock-option exercises and vesting of restricted stock in order to align the adjustments for this measure with our adjustments for total stock-based compensation in other measures.
- Net income tax benefit associated with a tax refund, offset by a pretax loss to establish a liability to ADP for the tax refund in accordance with the tax-matters agreement.
- As a result of the Tax Reform Act, an estimated one-time tax expense of $3.4 million from a revaluation of deferred tax assets associated with executive compensation during the three months ended September 30, 2018.
Adjusted Net Earnings Attributable to CDK and Adjusted Diluted Net Earnings Attributable to CDK per Share
For each respective presentation, management has excluded the items described above for adjusted earnings before income taxes and adjusted provision for income taxes from adjusted net earnings attributable to CDK and adjusted basic and diluted net earnings attributable to CDK per share.
The portion of expense related to noncontrolling interest of $0.1 million has been removed from restructuring expenses and amortization of acquired intangible assets for both the three months ended September 30, 2018 and 2017, respectively.
Adjusted EBITDA
Management has excluded the following items from net earnings attributable to CDK in order to calculate adjusted EBITDA for the periods presented:
- Net earnings attributable to noncontrolling interest included within the financial statements for the periods presented.
- Provision for income taxes included within the financial statements for the periods presented.
- Interest expense included within the financial statements for the periods presented.
- Depreciation and amortization included within the financial statements for the periods presented.
- Total stock-based compensation expense included within cost of revenues and selling, general and administrative expenses.
- Restructuring expenses recognized in connection with our business transformation plan for the periods presented.
- Other business transformation expenses were included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation plan for the fiscal year ended June 30, 2018 and 2017. Other business transformation expenses excluded $0.1 million of accelerated depreciation expense for the three months ended September 30, 2017.
- Transaction and integration-related expenses that include legal, accounting, outside services fees, and other costs incurred in connection with assessment and integration of acquisitions and other strategic business opportunities included within selling, general and administrative expenses.
- Officer transition expense includes severance expense in connection with officer departures, including fiscal 2019 CEO transition, reported within selling, general and administrative expenses for the periods presented.
- Legal and regulatory expenses related to competition matters included within selling, general and administrative expenses.
- Net loss/(gain) recorded within other income, net associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with tax matters agreement.
Free Cash Flow
We also review free cash flow to measure our ability to generate additional cash from our business operations. Free cash flow is defined as cash flow from operating activities less amounts paid for capital expenditures and capitalized software and change in restricted cash. Free cash flow should be considered in addition to, rather than as a substitute for consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.
The change in restricted cash is funds held for clients before remittance to agencies for titling and registration services on behalf of those clients. We have added the change in restricted cash to the free cash flow definition due to the adoption of ASU 2016-18, Restricted Cash, in the first quarter of fiscal 2019. Funds held for clients was $9.2 million and $12.7 million as of September 30, 2018 and June 30, 2018, respectively, and $7.9 million and $7.9 million as of September 30, 2017 and June 30, 2017.
Constant Currency
We use constant currency revenues and constant currency adjusted earnings before income taxes to review revenues and adjusted earnings before income taxes for our consolidated and operating segment results on a constant currency basis to understand underlying business trends. To present these results on a constant currency basis, current period results for entities reporting in currencies other than the U.S. dollar were translated into U.S. dollar using the average monthly exchange rates for the comparable prior period. As a result, constant currency results neutralize the effects of foreign currency.
Safe Harbor for Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including: the Company’s business outlook and the Company’s forecasted GAAP and adjusted results for fiscal 2019; the Company’s objectives for its multi-year business transformation plan; other plans; objectives; forecasts; goals; beliefs; business strategies; future events; business conditions; results of operations; financial position and business outlook and trends; and other information, may be forward-looking statements. Words such as "might," "will," "may," "could," "should," "estimates," "expects," "continues," "contemplates," "anticipates," "projects," "plans," "potential," "predicts," "intends," "believes," "forecasts," "future," "assumes," and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed, or implied by, these forward-looking statements.
Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: the Company’s success in obtaining, retaining and selling additional services to customers; the pricing of products and services; overall market and economic conditions, including interest rate and foreign currency trends, and technology trends; adverse global economic conditions and credit markets and volatility in the countries in which we do business; auto sales and advertising and related industry changes; competitive conditions; changes in regulation (including future interpretations, assumptions and regulatory guidance related to the Tax Cuts and Jobs Act); changes in technology, security breaches, interruptions, failures and other errors involving the Company’s systems; availability of skilled technical employees/labor/personnel; the impact of new acquisitions and divestitures; employment and wage levels; availability of capital for the payment of debt service obligations or dividends or the repurchase of shares; any changes to the Company’s credit ratings and the impact of such changes on financing costs, rates, terms, debt service obligations, access to capital market and working capital needs; the impact of the Company’s indebtedness, access to cash and financing, and ability to secure financing, or financing at attractive rates; litigation involving contract, intellectual property, competition, shareholder, and other matters, and governmental investigations; the Company’s ability to timely and effectively implement its transformation plan; and the ability of the Company’s significant stockholders and their affiliates to significantly influence the Company’s decisions or cause it to incur significant costs.
There may be other factors that may cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements. The Company gives no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on its results of operations and financial condition. You should carefully read the factors described in the Company’s reports filed with the Securities and Exchange Commission ("SEC"), including those discussed under "Part I, Item 1A. Risk Factors" in its most recent Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q for a description of certain risks that could, among other things, cause the Company’s actual results to differ from any forward-looking statements contained herein. These filings can be found on the Company’s website at www.cdkglobal.com and the SEC's website at www.sec.gov.
All forward-looking statements speak only as of the date of this press release even if subsequently made available by the Company on its website or otherwise. The Company disclaims any obligation to update or revise any forward-looking statements that may be made to reflect new information or future events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
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Investor Relations Contact:
Katie Coleman
847.485.4650
katherine.coleman@cdk.com | Media Contact:
Roxanne Pipitone
847.485.4423
roxanne.pipitone@cdk.com |
