FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2008
Or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-16427
Fidelity National Information Services, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
(State or other jurisdiction
of incorporation or organization)
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37-1490331
(I.R.S. Employer
Identification No.) |
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601 Riverside Avenue
Jacksonville, Florida
(Address of principal executive offices)
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32204
(Zip Code) |
(904) 854-8100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act)
YES o NO þ
As
of October 31, 2008, 189,995,319 shares of the Registrants Common Stock were outstanding.
FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 2008
INDEX
2
Part I: FINANCIAL INFORMATION
Item I. Consolidated Financial Statements
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
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September 30, 2008 |
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December 31, 2007 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
238,458 |
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$ |
355,278 |
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Settlement deposits |
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30,218 |
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21,162 |
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Trade receivables, net of allowance for doubtful accounts of $38.1
million and $53.4 million at September 30, 2008 and
December 31, 2007, respectively |
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518,640 |
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825,915 |
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Settlement receivables |
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41,243 |
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116,935 |
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Other receivables |
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165,391 |
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206,746 |
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Receivable from FNF |
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8,627 |
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14,907 |
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Prepaid expenses and other current assets |
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119,604 |
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168,454 |
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Deferred income taxes |
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83,317 |
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120,098 |
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Total current assets |
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1,205,498 |
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1,829,495 |
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Property and equipment, net of accumulated depreciation of $244.4
million and $331.5 million at September 30, 2008 and
December 31, 2007, respectively |
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280,502 |
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392,508 |
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Goodwill |
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4,231,476 |
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5,326,831 |
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Intangible assets, net of accumulated amortization of $466.2 million
and $611.4 million at September 30, 2008 and
December 31, 2007, respectively |
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853,360 |
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1,030,582 |
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Computer software, net of accumulated amortization of $356.9 million
and $334.5 million at September 30, 2008 and
December 31, 2007, respectively |
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639,867 |
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775,151 |
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Deferred contract costs |
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233,574 |
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256,852 |
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Investment in unconsolidated entities |
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30,491 |
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Long term note receivable from FNF |
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5,659 |
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6,154 |
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Other noncurrent assets |
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100,036 |
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146,519 |
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Total assets |
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$ |
7,549,972 |
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$ |
9,794,583 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
391,061 |
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$ |
606,179 |
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Settlement payables |
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75,927 |
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129,799 |
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Current portion of long-term debt |
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93,962 |
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272,014 |
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Deferred revenues |
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159,837 |
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246,222 |
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Total current liabilities |
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720,787 |
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1,254,214 |
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Deferred revenues |
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88,853 |
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111,884 |
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Deferred income taxes |
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341,701 |
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394,972 |
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Long-term debt, excluding current portion |
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2,554,799 |
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4,003,383 |
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Other long-term liabilities |
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175,248 |
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234,757 |
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Total liabilities |
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3,881,388 |
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5,999,210 |
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Minority interest |
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66,293 |
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14,194 |
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Stockholders equity: |
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Preferred stock $0.01 par value; 200 million shares authorized,
none issued and outstanding at September 30, 2008 and
December 31, 2007, respectively |
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Common stock $0.01 par value; 600 million shares authorized,
199.4 million and 199.0 million shares issued at
September 30, 2008 and December 31, 2007, respectively |
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1,994 |
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1,990 |
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Additional paid in capital |
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2,957,937 |
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3,038,203 |
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Retained earnings |
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1,056,801 |
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899,512 |
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Accumulated other comprehensive earnings |
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(11,682 |
) |
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53,389 |
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Treasury stock, $0.01 par value, 9.2 million and 4.3 million
shares at September 30, 2008 and
December 31, 2007, respectively |
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(402,759 |
) |
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(211,915 |
) |
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Total stockholders equity |
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3,602,291 |
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3,781,179 |
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Total liabilities and stockholders equity |
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$ |
7,549,972 |
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$ |
9,794,583 |
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See accompanying notes to consolidated financial statements (unaudited).
3
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data)
(Unaudited)
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Three month periods |
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Nine month periods |
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ended September 30, |
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ended September 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Processing and services revenues (note 3) |
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$ |
893,844 |
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$ |
712,812 |
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$ |
2,610,720 |
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$ |
2,085,694 |
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Cost of revenues (note 3) |
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661,995 |
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562,998 |
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1,984,295 |
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1,624,463 |
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Gross profit |
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231,849 |
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149,814 |
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626,425 |
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461,231 |
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Selling, general, and administrative expenses (note 3) |
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79,944 |
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72,387 |
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308,846 |
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216,612 |
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Research and development costs |
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26,155 |
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17,579 |
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73,308 |
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50,002 |
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Operating income |
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125,750 |
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59,848 |
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244,271 |
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194,617 |
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Other income (expense): |
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Interest income |
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978 |
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719 |
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5,373 |
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1,093 |
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Interest expense |
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(48,397 |
) |
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(37,856 |
) |
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(132,415 |
) |
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(152,863 |
) |
Gain on sale of Covansys stock |
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182,444 |
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274,488 |
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Other (expense) income, net |
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(1,884 |
) |
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3,327 |
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(101 |
) |
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4,755 |
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Total other (expense) income |
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(49,303 |
) |
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148,634 |
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(127,143 |
) |
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127,473 |
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Earnings before income taxes, equity in (losses) earnings of
unconsolidated entities, minority interest, and discontinued operations |
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76,447 |
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208,482 |
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117,128 |
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322,090 |
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Provision for income taxes |
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28,071 |
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75,238 |
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37,481 |
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113,802 |
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Earnings before equity in (losses) earnings of unconsolidated entities, minority
interest, and discontinued operations |
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48,376 |
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133,244 |
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79,647 |
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208,288 |
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Equity in (losses) earnings of unconsolidated entities |
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86 |
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(157 |
) |
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|
2,824 |
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Minority interest |
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(2,751 |
) |
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41 |
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(2,867 |
) |
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369 |
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Net earnings from continuing operations |
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45,625 |
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133,371 |
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76,623 |
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|
211,481 |
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(Losses) earnings from discontinued operations, net of tax |
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(2,002 |
) |
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|
111,933 |
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|
109,407 |
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|
241,330 |
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Net earnings |
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$ |
43,623 |
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$ |
245,304 |
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$ |
186,030 |
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$ |
452,811 |
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Net earnings per share basic from continuing operations |
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$ |
0.24 |
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$ |
0.69 |
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$ |
0.40 |
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$ |
1.10 |
|
Net earnings per share basic from discontinued operations |
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(0.01 |
) |
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|
0.58 |
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|
0.57 |
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|
1.25 |
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Net earnings per share basic |
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$ |
0.23 |
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$ |
1.27 |
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$ |
0.97 |
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$ |
2.35 |
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Weighted average shares outstanding basic |
|
|
189,541 |
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|
193,171 |
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|
192,198 |
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|
192,609 |
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Net earnings per share diluted from continuing operations |
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$ |
0.24 |
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$ |
0.68 |
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$ |
0.39 |
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$ |
1.08 |
|
Net earnings per share diluted from discontinued operations |
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|
(0.01 |
) |
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|
0.57 |
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|
0.56 |
|
|
|
1.23 |
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Net earnings per share diluted |
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$ |
0.23 |
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$ |
1.25 |
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$ |
0.96 |
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$ |
2.30 |
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Weighted average shares outstanding diluted |
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|
191,822 |
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|
196,649 |
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|
194,261 |
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|
196,480 |
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Cash dividends paid per share |
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$ |
0.05 |
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$ |
0.05 |
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$ |
0.15 |
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$ |
0.15 |
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See accompanying notes to consolidated financial statements (unaudited)
4
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUSIDIARIES
Consolidated Statements of Comprehensive Earnings (Loss)
(In thousands)
(Unaudited)
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Three month periods |
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Nine month periods |
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ended September 30, |
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ended September 30, |
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2008 |
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2007 |
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2008 |
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|
2007 |
|
Net earnings |
|
$ |
43,623 |
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|
$ |
245,304 |
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$ |
186,030 |
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$ |
452,811 |
|
Other comprehensive earnings (losses): |
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Unrealized gain on Covansys warrants, net of tax (1) |
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|
7,647 |
|
Unrealized gain (loss) on interest rate swaps, net of tax (2) |
|
|
4,881 |
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|
(10,504 |
) |
|
|
(1,551 |
) |
|
|
(6,435 |
) |
Unrealized gain on other investments, net of tax |
|
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|
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|
115 |
|
|
|
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|
69 |
|
Unrealized (loss) gain on foreign currency translation, net of tax (3) |
|
|
(102,662 |
) |
|
|
21,264 |
|
|
|
(63,520 |
) |
|
|
41,034 |
|
Reclassification adjustments for realized losses on Covansys
warrants included in net earnings (4) |
|
|
|
|
|
|
(14,319 |
) |
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|
|
|
|
|
(14,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) earnings |
|
|
(97,781 |
) |
|
|
(3,444 |
) |
|
|
(65,071 |
) |
|
|
27,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) earnings |
|
$ |
(54,158 |
) |
|
$ |
241,860 |
|
|
$ |
120,959 |
|
|
$ |
480,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net of income tax expense of $4.8 million for the nine month ended September
30, 2007. |
|
(2) |
|
Net of income tax expense (benefit) of $2.9 million and ($6.1) million for the three month periods and ($0.9) million
and ($3.6) million
for the nine month periods ended September 30, 2008 and 2007, respectively. |
|
(3) |
|
Net of income tax expense (benefit) of ($12.9) million and $1.6 million for the three month periods and ($10.5)
million and $6.1 million
for the nine month periods ended September 30, 2008 and 2007, respectively. |
|
(4) |
|
Net of income tax benefit of $9.0 million for the three month period and $9.0 million for the nine month ended
September 30, 2007,
respectively. |
See accompanying notes to consolidated financial statements (unaudited)
5
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statement of Stockholders Equity
(In thousands)
(Unaudited)
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Accumulated |
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Other |
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Additional |
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Comprehensive |
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Total |
|
|
|
Common |
|
|
Common |
|
|
Paid In |
|
|
Retained |
|
|
Earnings |
|
|
Treasury |
|
|
Treasury |
|
|
Stockholders |
|
|
|
Shares |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
(Loss) |
|
|
Shares |
|
|
Stock |
|
|
Equity |
|
Balances, December 31, 2007 |
|
|
199,006 |
|
|
$ |
1,990 |
|
|
$ |
3,038,203 |
|
|
$ |
899,512 |
|
|
$ |
53,389 |
|
|
|
(4,336 |
) |
|
$ |
(211,915 |
) |
|
$ |
3,781,179 |
|
Net Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,030 |
|
Issuance of restricted stock |
|
|
364 |
|
|
|
4 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
(26,698 |
) |
|
|
|
|
|
|
|
|
|
|
1,164 |
|
|
|
45,324 |
|
|
|
18,626 |
|
Tax benefit associated with exercise of stock options |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
50,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,594 |
|
LPS spin-off |
|
|
|
|
|
|
|
|
|
|
(104,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(104,297 |
) |
Cash dividends ($0.15 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,741 |
) |
Purchases of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,045 |
) |
|
|
(236,168 |
) |
|
|
(236,168 |
) |
Unrealized loss on investments and derivatives, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,551 |
) |
|
|
|
|
|
|
|
|
|
|
(1,551 |
) |
Unrealized (loss) gain on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,520 |
) |
|
|
|
|
|
|
|
|
|
|
(63,520 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2008 |
|
|
199,370 |
|
|
$ |
1,994 |
|
|
$ |
2,957,937 |
|
|
$ |
1,056,801 |
|
|
$ |
(11,682 |
) |
|
|
(9,217 |
) |
|
$ |
(402,759 |
) |
|
$ |
3,602,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
6
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine month periods |
|
|
|
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 |
|
Gain on sale of Covansys stock |
|
|
|
|
|
|
(274,488 |
) |
Amortization of debt issue costs |
|
|
16,043 |
|
|
|
29,224 |
|
Net loss (gain) on sale of non-strategic businesses |
|
|
2,496 |
|
|
|
(71,675 |
) |
Stock-based compensation |
|
|
50,594 |
|
|
|
27,130 |
|
Deferred income taxes |
|
|
3,096 |
|
|
|
(26,713 |
) |
Income tax benefit from exercise of stock options |
|
|
(139 |
) |
|
|
(44,243 |
) |
Equity in losses (earnings) of unconsolidated entities |
|
|
2,273 |
|
|
|
(1,266 |
) |
Minority interest |
|
|
1,628 |
|
|
|
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 |
) |
Net increase in 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 |
|
|
(101,457 |
) |
|
|
15,567 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
398,649 |
|
|
|
256,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(57,084 |
) |
|
|
(85,386 |
) |
Additions to capitalized software |
|
|
(146,725 |
) |
|
|
(159,285 |
) |
Cash received from sale of Covansys stock |
|
|
|
|
|
|
430,157 |
|
Other investing activities |
|
|
(4,665 |
) |
|
|
|
|
Net proceeds from sale of company assets |
|
|
33,506 |
|
|
|
81,235 |
|
Acquisitions, net of cash acquired |
|
|
(17,404 |
) |
|
|
(1,722,257 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(192,372 |
) |
|
|
(1,455,536 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings |
|
|
3,796,198 |
|
|
|
4,300,300 |
|
Debt service payments |
|
|
(3,839,311 |
) |
|
|
(2,987,160 |
) |
Capitalized debt issuance costs |
|
|
(12 |
) |
|
|
(28,052 |
) |
Income tax benefits from exercise of stock options |
|
|
139 |
|
|
|
44,243 |
|
Stock options exercised |
|
|
18,626 |
|
|
|
44,960 |
|
Cash transferred in LPS spin-off |
|
|
(20,770 |
) |
|
|
|
|
Treasury stock purchases |
|
|
(236,168 |
) |
|
|
(80,339 |
) |
Dividends paid |
|
|
(28,741 |
) |
|
|
(28,931 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(310,039 |
) |
|
|
1,265,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rates on cash |
|
|
(13,058 |
) |
|
|
1,432 |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(116,820 |
) |
|
|
67,323 |
|
Cash and cash equivalents, beginning of period |
|
|
355,278 |
|
|
|
211,753 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
238,458 |
|
|
$ |
279,076 |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
163,373 |
|
|
$ |
136,483 |
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
52,872 |
|
|
$ |
227,812 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited)
7
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Unless stated otherwise or the context otherwise requires, all references to FIS, we, the
Company or the registrant are to Fidelity National Information Services, Inc., a Georgia
corporation formerly known as Certegy Inc., which was the surviving legal entity in the Certegy
Merger; all references to eFunds are to eFunds Corporation, and its subsidiaries, as acquired by
FIS (Note 5); all references to Old FNF are to Fidelity National Financial, Inc. that owned a
majority of the Companys shares through November 9, 2006; all references to FNF are to Fidelity
National Financial, Inc. (formerly known as Fidelity National Title Group, Inc. (FNT)), formerly
a subsidiary of Old FNF but now an independent company; and all references to LPS are to Lender
Processing Services, Inc., a former wholly owned subsidiary of FIS which was spun-off as a separate
publicly traded company on July 2, 2008 (Note 2) .
(1) Basis of Presentation
The unaudited financial information included in this report includes the accounts of FIS and
its subsidiaries prepared in accordance with generally accepted accounting principles and the
instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary
for a fair presentation have been included. This report should be read in conjunction with the
Companys Annual Report on Form 10-K for the year ended December 31, 2007. The preparation of these
Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated
Financial Statements and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates. Certain reclassifications have been
made in the 2007 Consolidated Financial Statements to conform to the classifications used in 2008.
We are a leading provider of technology solutions, processing services, and information-based
services to the financial services industry. On July 2, 2008, we completed the spin-off of our
former Lender Processing Services operating segment into a separate publicly traded company,
referred to as LPS. Subsequent to the spin-off, we have continued to operate under the historical
operating segment of Transaction Processing Services (Note 17). We are currently reviewing our
organizational and management structure. Upon completion of this review, we may redefine our
reporting segments, if appropriate. Corporate overhead costs and other operations that are not
included in our Transaction Processing Services segment are included in Corporate and Other.
(2) Discontinued Operations
During 2008 and 2007, we discontinued certain operations in the Transaction Processing
Services and Lender Processing Services segments, which are reported as discontinued operations in
the Consolidated Statements of Earnings for the three and nine month periods ended September 30,
2008 and 2007, in accordance with Statement of Financial Accounting Standards (SFAS) No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).
LPS
On July 2, 2008 (the spin-off date), all of the shares of the common stock, par value
$0.0001 per share (the Common Stock) of LPS, previously a wholly-owned subsidiary of FIS, were
distributed to FIS shareholders through a stock dividend (the spin-off). FIS and LPS are
distinct and unique businesses that serve different customers, operate in different markets, and
attract different investors. The spin-off allows us to provide more flexibility and dedicated
management focus with respect to our product development, capital investment and strategic
initiatives of FIS. At the time of the distribution, LPS consisted of substantially all the
assets, liabilities, businesses and employees related to FIS Lender Processing Services segment as
of the spin-off date. In the spin-off, FIS contributed all of its interest in such assets,
liabilities, businesses and employees to LPS in exchange for shares of the Common Stock and
$1,585.0 million aggregate principal amount of LPS debt obligations, which we used to retire the
$1,585.0 Term Loan B. Upon the distribution, FIS shareholders received one-half share of the Common
Stock of LPS for every share of FIS common stock held as of the close of business on June 24, 2008.
FIS shareholders collectively received 100% of the Common Stock of LPS, which became a stand-alone
public company trading under the symbol LPS on the New York Stock Exchange. The results of
operations of the former Lender Processing Services segment of FIS are reflected as discontinued
operations in the Consolidated Statements of Earnings, for the three and nine month periods ended
September 30, 2008 and 2007, in accordance with SFAS No. 144.
8
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
LPS had revenues of $10.1 million and $424.4 million during the three month periods and $923.2
million and $1,248.0 million during the nine month periods ended September 30, 2008 and 2007,
respectively. LPS had earnings before taxes of $1.8 million and $111.8 million during the three
month periods and $188.4 million and $315.9 million during the nine month periods ended September
30, 2008 and 2007, respectively.
The following table summarizes the major categories of LPS assets and liabilities disposed of
in the July 2, 2008 spin-off:
|
|
|
|
|
Assets: |
|
|
|
|
Total current assets |
|
|
397,604 |
|
Goodwill, net |
|
|
1,086,606 |
|
Other intangible assets, net |
|
|
103,347 |
|
Other non-current assets |
|
|
354,869 |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
Other current liabilities |
|
|
191,815 |
|
Long-term debt |
|
|
1,585,194 |
|
Other long-term liabilities |
|
|
52,904 |
|
Minority
interest |
|
|
10.773 |
|
Certegy Gaming Services
On April 1, 2008, we sold Certegy Gaming Services, Inc. (Certegy Game) for $25.0 million,
realizing a pretax loss of $4.1 million, because its operations did not align with our strategic
plans. Certegy Game had revenues of $23.9 million during the three month period ended September 30,
2007 and $27.2 million and $73.4 million during the nine month periods ended September 30, 2008 and
2007, respectively. Certegy Game had (losses) earnings before taxes of ($0.2) million during the
three month period ended September 30, 2007 and $0.1 million (excluding the pretax loss realized on
sale) and ($1.4) million during the nine month periods ended September 30, 2008 and 2007,
respectively.
FIS Credit Services
On February 29, 2008, we sold FIS Credit Services, Inc. (Credit) for $6.0 million, realizing
a pre-tax gain of $1.4 million, because its operations did not align with our strategic plans.
Credit had revenues of $2.9 million during the three month period ended September 30, 2007 and $1.4
million and $10.2 million during the nine month periods ended September 30, 2008 and 2007,
respectively. Credit had losses before taxes of $0.4 million during the three month period ended
September 30, 2007 and $0.4 million (excluding the realized gain) and $1.3 million during the nine
month periods ended September 30, 2008 and 2007, respectively.
Homebuilders Financial Network
During the nine month period ended September 30, 2008, we discontinued and dissolved
Homebuilders Financial Network, LLC and its related entities (HFN) due to the loss of a major
customer. HFN had revenues of $4.1 million during the three month period ended September 30, 2007
and $1.4 million and $10.3 million during the nine month periods ended September 30, 2008 and 2007,
respectively. HFN had earnings (losses) before taxes of $1.7 million during the three month period
ended September 30, 2007 and ($2.7) million and $3.2 million during the nine month periods ended
September 30, 2008 and 2007, respectively.
Property Insight
On August 31, 2007, we sold Property Insight, LLC (Property Insight) to FNF for $95.0
million in cash realizing a pre-tax gain of $66.9 million ($42.1 million after-tax), because its
operations did not align with our strategic plans. Property Insight had revenues of $11.8 million
and $52.6 million during the three and nine month periods ended September 30, 2007, respectively.
Property Insight had earnings before taxes of $3.0 million (excluding the realized gain) and $13.7
million during the three and nine month periods ended September 30, 2007, respectively.
9
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
(3) Related Party Transactions
A detail of related party items included in revenues for the three and nine month periods
ending September 30, 2008 and 2007, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
ABN AMRO card and item processing revenue |
|
$ |
28.3 |
|
|
$ |
10.7 |
|
|
$ |
70.9 |
|
|
$ |
39.5 |
|
Banco Bradesco card and item processing revenue |
|
|
26.6 |
|
|
|
15.1 |
|
|
|
71.2 |
|
|
|
35.4 |
|
Sedgwick data processing services revenue |
|
|
9.9 |
|
|
|
9.5 |
|
|
|
29.3 |
|
|
|
28.1 |
|
Data processing services revenue FNF |
|
|
5.8 |
|
|
|
5.4 |
|
|
|
17.1 |
|
|
|
16.9 |
|
Other
services revenue LPS |
|
|
1.8 |
|
|
|
1.5 |
|
|
|
5.3 |
|
|
|
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
72.4 |
|
|
$ |
42.2 |
|
|
$ |
193.8 |
|
|
$ |
125.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABN AMRO Real and Banco Bradesco S.A.
In March, 2006 we entered into an agreement with Banco Bradesco S.A. (Bradesco) and ABN AMRO
Real (ABN) (collectively, banks) to form a venture to provide comprehensive, fully outsourced
card processing services to Brazilian card issuers. In exchange for a 51% controlling interest in
the venture, we contributed our existing Brazilian card processing business contracts and Brazilian
card processing infrastructure and committed to make enhancements to our card processing system to
meet the processing needs of the banks and their affiliates. The banks executed long-term,
exclusive contracts to process their card portfolios with the venture in exchange for an aggregate
49% interest in the venture. The conversion of the banks existing card portfolios would follow
completion of the system enhancements required for each respective bank. The venture agreement had
certain provisions allowing it to be dissolved if conversions were unsuccessful. The dissolution
rights terminated at the first conversion date, which occurred in the second quarter 2008. Due to
the lapse of these rights, we recorded a $63 million minority interest liability, representing an
estimated fair value of the 49% interest in the venture owned by the banks, and an offsetting
customer contract intangible asset. This intangible asset will be amortized over the contractual
relationship. The final value to be assigned to customer intangible assets will be based on the
fair value of the venture and will include additional consideration of approximately $96 million
based on exchange rates as of September 30, 2008. An appraisal of the venture is currently in
process and is expected to be completed in the fourth quarter of 2008 and may require adjustment to
the amounts recorded. Final bank conversions are expected to be completed in the first half of
2009.
We contributed approximately $102 million of development costs to the venture through
September 30, 2008 based on exchange rates as of
September 30, 2008. Development costs
in excess of 79 million Real (approximately $41 million as of September 30, 2008) are to be
contractually shared by the parties: 75% by us and 25% by the banks. We will also transfer
additional consideration to the banks totaling approximately $96 million based on exchange rates as
of September 30, 2008, as conversion benchmarks of their card portfolios are met. Approximately
$31 million of the $96 million is expected to be transferred in the fourth quarter of 2008, with
the remainder transferred in mid 2009.
Sedgwick
We also provide data processing services to Sedgwick CMS, Inc. (Sedgwick), a company in
which FNF holds an approximate 32% equity interest.
10
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
FNF and LPS
We have historically conducted business with FNF and its subsidiaries. A number of these
business activities were based upon agreements between FNF and entities which were a part of our
Lender Processing Services segment which is now being presented as a discontinued operation in our
consolidated statements of earnings for all periods presented. In connection with the July 2, 2008
spin-off of LPS, a number of these agreements were amended, assigned or renegotiated by FNF, FIS
and LPS. A summary of the revenue producing agreements that were in effect as of September 30,
2008 are as follows:
|
|
Information Technology and data processing services. This agreement governs IT support
services provided to FNF, consisting primarily of infrastructure support and data center
management. Subject to certain early termination provisions (including the payment of minimum
monthly service and termination fees), this agreement had an initial term of five years from
February 2006 with an option to renew for one or two additional years. In connection with the
spin-off, this agreement was amended to cover these services through June 30, 2013. |
|
|
|
Other services revenue. These revenues relate to transitional services provided to LPS. |
A detail of related party items included in operating expenses (net of expense reimbursements)
for the three and nine month periods ending September 30, 2008 and 2007, is as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Equipment leasing |
|
$ |
4.5 |
|
|
$ |
2.6 |
|
|
$ |
13.7 |
|
|
$ |
6.3 |
|
Cost sharing and other services |
|
|
2.3 |
|
|
|
2.5 |
|
|
|
7.4 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
6.8 |
|
|
$ |
5.1 |
|
|
$ |
21.1 |
|
|
$ |
14.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We entered into service agreements with FNF and LPS to provide certain services
to us. A summary of these agreements in effect as of September 30, 2008 is as follows:
|
|
Administrative corporate support services to and from FNF and LPS. Historically, FNF has
provided to us, and to a lesser extent we have provided to FNF, certain administrative
corporate support services relating to general management, statutory accounting, claims
administration, and other administrative support services. The pricing for these services,
both to and from FNF, is at cost. The term of the corporate services agreements was two
years, subject to early termination if the services are no longer required by the party
receiving the services or upon mutual agreement of the parties and subject to extension in
certain circumstances. In connection with the LPS spin-off, we amended the corporate services
agreement to reduce the administrative corporate support services provided by FNF. We also
terminated the corporate services that we provide to FNF since such services are no longer
required by FNF. In addition, prior to the spin-off, we provided general management,
accounting, treasury, payroll, human resources, internal audit, and other corporate
administrative support services to LPS. In connection with the spin-off, we entered into
corporate services agreements with LPS under which we will provide to LPS, and we receive from
LPS, certain transitional corporate support services. The pricing for all of these services,
both from FNF, and from and to LPS, is at cost. The term of each of the corporate services
agreements is two years, subject to early termination if the services are no longer required
by the party receiving the services or upon mutual agreement of the parties and subject to
extension in certain circumstances. |
|
|
|
Real estate management, real estate lease and equipment lease agreements. We have entered
into certain property management and real estate lease agreements with LPS and FNF relating to
our Jacksonville corporate headquarters. We also incurred expenses for amounts paid by us to
FNF under leases of certain personal property and technology equipment.
|
11
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
We believe the amounts earned from or charged by us under each of the foregoing service
arrangements are fair and reasonable. Our information technology infrastructure support and data
center management services to FNF are priced within the range of prices we offer to third parties.
However, the amounts we earned or that were charged under these arrangements were not negotiated at
arms-length, and may not represent the terms that we might have obtained from an unrelated third
party.
Discontinued Operations Related Party Activity
On August 31, 2007, we completed the sale of Property Insight to FNF. The net earnings from
Property Insight, including related party revenues and expenses, are classified as earnings from
discontinued operations for the three and nine month periods ended September 30, 2007.
Through July 2, 2008, LPS provided a number of services to FNF that are now presented as
discontinued operations. These services included title agency services, software development
services, real estate related services and other cost sharing services. These activities are
included within net earnings from discontinued operations.
FNF Capital
On October 26, 2006, we completed a merger with FNF Capital, Inc. (FNF Capital), a leasing
subsidiary of Old FNF. Through the merger, we assumed a note payable to Old FNF of $13.9 million
and we recorded interest expense related to this note of $0.2 million and $0.6 million during the
three and nine month periods ended September 30, 2007, respectively. On September 30, 2007, we sold
certain leasing assets of FNF Capital back to FNF for $15.0 million and FNF assumed the
aforementioned note payable and other liabilities. We also recorded a $7.3 million note receivable
from FNF relating to the transaction, which matures in September 2012, with interest payable at a
rate of LIBOR plus 0.45% (3.23% as of September 30, 2008), and we recorded $0.1 million and $0.3
million of interest income related to this note during the three and nine month periods ended
September 30, 2008.
(4) Unaudited Net Earnings per Share
The basic weighted average shares and common stock equivalents for the three and nine month
periods ended September 30, 2008 and 2007 are computed in accordance with SFAS No. 128, Earnings
per Share, using the treasury stock method.
12
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
The following table summarizes the net earnings per share, for the three and nine month
periods ending September 30, 2008 and 2007 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Net earnings from continuing operations |
|
$ |
45,625 |
|
|
$ |
133,371 |
|
|
$ |
76,623 |
|
|
$ |
211,481 |
|
Net earnings (losses) from discontinued operations |
|
|
(2,002 |
) |
|
|
111,933 |
|
|
|
109,407 |
|
|
|
241,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
43,623 |
|
|
$ |
245,304 |
|
|
$ |
186,030 |
|
|
$ |
452,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
189,541 |
|
|
|
193,171 |
|
|
|
192,198 |
|
|
|
192,609 |
|
Plus: Common stock equivalent shares assumed from conversion of options |
|
|
2,281 |
|
|
|
3,478 |
|
|
|
2,063 |
|
|
|
3,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
191,822 |
|
|
|
196,649 |
|
|
|
194,261 |
|
|
|
196,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share from continuing operations |
|
$ |
0.24 |
|
|
$ |
0.69 |
|
|
$ |
0.40 |
|
|
$ |
1.10 |
|
Basic net earnings (losses) per share from discontinued operations |
|
|
(0.01 |
) |
|
|
0.58 |
|
|
|
0.57 |
|
|
|
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share |
|
$ |
0.23 |
|
|
$ |
1.27 |
|
|
$ |
0.97 |
|
|
$ |
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share from continuing operations |
|
$ |
0.24 |
|
|
$ |
0.68 |
|
|
$ |
0.39 |
|
|
$ |
1.08 |
|
Diluted net earnings (losses) per share from discontinued operations |
|
|
(0.01 |
) |
|
|
0.57 |
|
|
|
0.56 |
|
|
|
1.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share |
|
$ |
0.23 |
|
|
$ |
1.25 |
|
|
$ |
0.96 |
|
|
$ |
2.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase approximately 11.4 million shares and 2.7 million shares of our common
stock for the three month periods and 9.8 million shares and 3.4 million shares of our common stock
for the nine month periods ended September 30, 2008 and 2007, respectively, were not included in
the computation of diluted earnings per share because they were antidilutive.
(5) Acquisitions
The results of operations and financial position of the entities acquired during the nine
month period ended September 30, 2008 and the year ended December 31, 2007 are included in the
Consolidated Financial Statements from and after the date of acquisition.
eFunds
On September 12, 2007, we completed the acquisition of eFunds (the eFunds Acquisition). This
acquisition expanded our presence in risk management services, EFT services, prepaid/gift card
processing, and global outsourcing solutions to financial services companies in the U.S. and
internationally. Pursuant to the Agreement and Plan of Merger (the eFunds Merger Agreement) dated
as of June 26, 2007, eFunds became a wholly-owned subsidiary of FIS. The issued and outstanding
shares of eFunds common stock, par value $0.01 per share, were converted into the right to receive
$36.50 per share in cash from us.
The total purchase price was as follows (in millions):
|
|
|
|
|
Cash paid for eFunds common stock |
|
$ |
1,744.9 |
|
Value of eFunds stock awards |
|
|
37.6 |
|
Transaction costs |
|
|
8.3 |
|
|
|
|
|
|
|
$ |
1,790.8 |
|
|
|
|
|
The purchase price has been allocated to eFunds tangible and identifiable intangible assets
acquired and liabilities assumed based on their fair values as of September 12, 2007. Goodwill has
been recorded based on the
13
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
amount that the purchase price exceeds the fair value of the net assets
acquired. The purchase price allocation is as follows (in millions):
|
|
|
|
|
Cash |
|
$ |
99.3 |
|
Trade and other receivables |
|
|
129.1 |
|
Land, buildings, and equipment |
|
|
77.9 |
|
Other assets |
|
|
17.1 |
|
Computer software |
|
|
59.6 |
|
Intangible assets |
|
|
175.2 |
|
Goodwill |
|
|
1,540.6 |
|
Total liabilities assumed |
|
|
(308.0 |
) |
|
|
|
|
Total purchase price |
|
$ |
1,790.8 |
|
|
|
|
|
The allocation of the purchase price to intangible assets, including computer software and
customer relationships, is based on valuations performed to determine the values of such assets as
of the merger date.
The following table summarizes the liabilities assumed in the eFunds Acquisition (in
millions):
|
|
|
|
|
Notes payable and capital lease obligations |
|
$ |
103.2 |
|
Deferred income taxes |
|
|
4.9 |
|
Estimated severance payments |
|
|
41.6 |
|
Estimated employee relocation and facility closure costs |
|
|
22.0 |
|
Other merger related costs |
|
|
20.2 |
|
Other operating liabilities |
|
|
116.1 |
|
|
|
|
|
Total liabilities assumed |
|
$ |
308.0 |
|
|
|
|
|
We have completed our evaluation of the various employment agreements, lease agreements,
vendor arrangements, and customer contracts of eFunds. This evaluation has resulted in the
recognition of certain liabilities associated with exiting activities of the acquired company as of
September 30, 2008.
In connection with the eFunds Acquisition, we also adopted eFunds stock option plans and
registered approximately 2.2 million options and 0.2 million restricted stock units in replacement
of similar outstanding awards held by eFunds employees. The amounts attributable to vested options
are included as an adjustment to the purchase price, and the amounts attributable to unvested
options and restricted stock units will be expensed over the remaining vesting period based on a
valuation as of the date of closing. On March 31, 2008, as approved by the Compensation Committee
of the Board of Directors, we accelerated the vesting of all stock awards held by eFunds employees.
As a result we recorded $14.1 million in additional stock compensation expense for the nine months
ended September 30, 2008.
14
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
Pro Forma Results
Selected unaudited pro forma results of operations for the three and nine month periods ended
September 30, 2008 and 2007, assuming the eFunds Acquisition had occurred as of January 1, 2007,
and using actual general and administrative expenses prior to the acquisition and merger, are
presented for comparative purposes below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
2008 |
|
2007 (A) |
|
2008 |
|
2007 (B) |
Total revenues |
|
$ |
893,844 |
|
|
$ |
825,679 |
|
|
$ |
2,610,720 |
|
|
$ |
2,471,393 |
|
Net earnings from continuing operations |
|
$ |
45,625 |
|
|
$ |
57,967 |
|
|
$ |
76,623 |
|
|
$ |
104,502 |
|
Pro forma earnings per share basic from continuing operations |
|
$ |
0.24 |
|
|
$ |
0.30 |
|
|
$ |
0.40 |
|
|
$ |
0.54 |
|
Pro forma earnings per share diluted from continuing operations |
|
$ |
0.24 |
|
|
$ |
0.29 |
|
|
$ |
0.39 |
|
|
$ |
0.53 |
|
|
|
|
(A) |
|
The three month period ended September 30, 2007, included
gain on sale of Covansys stock, net of tax, of $114.9 million or
$0.58 per diluted share and pro forma
interest and other expense adjustments net of tax, of $41.7
million or ($0.10) per diluted share. |
|
(B) |
|
The nine month period ended September 30, 2007, included
gain on sale of Covansys stock, net of tax, of $172.9 million or
$0.88 per diluted share and pro forma
interest and other expense adjustments net of tax of $74.7
million or ($0.38) per diluted share. |
Other acquisitions:
The following transactions with acquisition prices between $10 million and $100 million were
completed by us during the period from January 1, 2007 through September 30, 2008. Purchase prices
reflected in the table are net of cash acquired:
|
|
|
|
|
|
|
|
|
Name of Company Acquired |
|
Date Acquired |
|
Purchase Price |
Second Foundation, Inc. |
|
February 15, 2007 |
|
$18.9 million |
Espiel, Inc.
and Financial Systems Integrators, Inc. |
|
June 8, 2007 |
|
$43.3 million |
McDash
Analytics |
|
May 15, 2008 |
|
$19.1 million |
(6) Property and Equipment
Property and equipment as of September 30, 2008 and December 31, 2007 consists of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Land |
|
$ |
23,930 |
|
|
$ |
28,312 |
|
Buildings |
|
|
86,253 |
|
|
|
154,880 |
|
Leasehold improvements |
|
|
61,421 |
|
|
|
59,272 |
|
Computer equipment |
|
|
264,880 |
|
|
|
330,559 |
|
Furniture, fixtures and other equipment |
|
|
88,454 |
|
|
|
151,012 |
|
|
|
|
|
|
|
|
|
|
|
524,938 |
|
|
|
724,035 |
|
Accumulated
depreciation and amortization |
|
|
(244,436 |
) |
|
|
(331,527 |
) |
|
|
|
|
|
|
|
|
|
$ |
280,502 |
|
|
$ |
392,508 |
|
|
|
|
|
|
|
|
Depreciation and amortization expense on property and equipment was $19.4 million and $28.5
million for the three month periods and $70.3 million and $85.4 million for the nine month periods ended
September 30, 2008 and 2007, respectively. Included in discontinued operations in the
Consolidated Statements of Earnings was depreciation and amortization on property and equipment of
$6.0 million for the three month period ended September 30, 2007 and $8.4 million and $18.7 million for the nine month
periods ended September 30, 2008 and 2007, respectively.
15
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
(7) Goodwill
Changes in goodwill during the nine month period ended September 30, 2008 are summarized as
follows (in thousands):
|
|
|
|
|
|
|
Total |
|
Balance, December 31, 2007 |
|
|
5,326,831 |
|
Goodwill distributed through spin-off of LPS segment |
|
|
(1,084,566 |
) |
Goodwill distributed through the sale of non-strategic businesses |
|
|
(15,210 |
) |
Purchase
price and foreign currency adjustments |
|
|
4,421 |
|
|
|
|
|
Balance, September 30, 2008 |
|
$ |
4,231,476 |
|
|
|
|
|
The recent events affecting the U.S. and international economies have had a significant and
adverse impact on the financial markets and, as a result, the Companys common stock traded below
its book value per share as of and subsequent to September 30, 2008. Management will continue to
monitor the relationship of the Companys market capitalization to both its book value and tangible
book value, and to evaluate the carrying value of goodwill and other intangible assets.
Additionally, the Company will perform its required annual goodwill impairment test during the 2008
fourth quarter. The Company believes that no goodwill impairment charge was required as of
September 30, 2008. If the Companys common stock price continues to trade below book value per
common share, or if the annual goodwill impairment test indicates an impairment of our goodwill,
the Company may have to recognize an impairment of all, or some portion of, its goodwill and other
intangible assets.
(8) Intangible Assets
Intangible assets, as of September 30, 2008, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Cost |
|
|
Amortization |
|
|
Net |
|
Customer relationships |
|
$ |
1,076,982 |
|
|
$ |
461,036 |
|
|
$ |
615,946 |
|
Trademarks |
|
|
242,539 |
|
|
|
5,125 |
|
|
|
237,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,319,521 |
|
|
$ |
466,161 |
|
|
$ |
853,360 |
|
|
|
|
|
|
|
|
|
|
|
16
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
Intangible assets, as of December 31, 2007, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Cost |
|
|
Amortization |
|
|
Net |
|
Customer relationships |
|
$ |
1,392,231 |
|
|
$ |
610,514 |
|
|
$ |
781,717 |
|
Trademarks |
|
|
249,726 |
|
|
|
861 |
|
|
|
248,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,641,957 |
|
|
$ |
611,375 |
|
|
$ |
1,030,582 |
|
|
|
|
|
|
|
|
|
|
|
Amortization
expense for intangible assets with definite lives was
$35.4 million and $40.6 for
the three month periods and $126.4 and $119.3 for the nine month periods ended September 30, 2008
and 2007, respectively. Included in discontinued operations in the Consolidated Statements of
Earnings was amortization expense for intangible assets with definite
lives of $11.0 million for the
three month period ended September 30, 2007 and
$19.0 million and $33.4 million for the nine month
periods ended September 30, 2008 and 2007, respectively. Intangible assets, other than those with
indefinite lives, are amortized over their estimated useful lives ranging from 5 to 10 years using
accelerated methods. Estimated amortization expense for the next five years is $39.4 million for
the remainder of 2008, $131.2 million for 2009, $112.1 million for 2010, $90.5 million for 2011,
$71.6 million for 2012 and $54.5 million for 2013.
(9) Computer Software
Computer software, as of September 30, 2008 and December 31, 2007, consisted of the following
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Software from business acquisitions |
|
$ |
438,704 |
|
|
$ |
437,974 |
|
Capitalized software development costs |
|
|
519,537 |
|
|
|
598,309 |
|
Purchased software |
|
|
38,541 |
|
|
|
73,336 |
|
|
|
|
|
|
|
|
Computer software |
|
|
996,782 |
|
|
|
1,109,619 |
|
Accumulated amortization |
|
|
(356,915 |
) |
|
|
(334,468 |
) |
|
|
|
|
|
|
|
Computer software, net of accumulated amortization |
|
$ |
639,867 |
|
|
$ |
775,151 |
|
|
|
|
|
|
|
|
Amortization
expense for computer software was $34.3 million and $55.1 for the three month
periods and $117.1 and $128.9 for the nine month periods ended September 30, 2008 and 2007,
respectively. Included in discontinued operations in the Consolidated Statements of Earnings was
amortization expense for computer software of $8.1 million for the three month period ended
September 30, 2007 and $14.7 million and $25.1 million for the nine month periods ended September
30, 2008 and 2007, respectively. Included in amortization in the 2007 third quarter was a
$13.5 million write-off of the carrying value of impaired software at one subsidiary in the
Transaction Processing Services segment.
17
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
(10) Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities as of September 30, 2008 and December 31, 2007
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Salaries and incentives |
|
$ |
57,124 |
|
|
$ |
61,788 |
|
Accrued benefits and payroll taxes |
|
|
20,928 |
|
|
|
36,917 |
|
Trade accounts payable |
|
|
73,551 |
|
|
|
119,518 |
|
Reserve for claims and claims payable |
|
|
37,471 |
|
|
|
57,801 |
|
Other accrued liabilities |
|
|
201,987 |
|
|
|
330,155 |
|
|
|
|
|
|
|
|
Total accounts payable and accrued liabilities |
|
$ |
391,061 |
|
|
$ |
606,179 |
|
|
|
|
|
|
|
|
(11) Long-Term Debt
Long-term debt as of September 30, 2008 and December 31, 2007 consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Term Loan A, secured, interest payable at LIBOR plus 1.00% (3.49% at September 30, 2008),
quarterly principal amortization, maturing January 2012 |
|
$ |
2,008,125 |
|
|
$ |
2,047,500 |
|
Term Loan B, retired in conection with LPS spin-off |
|
|
|
|
|
|
1,596,000 |
|
Revolving Loan, secured, interest payable at LIBOR plus 0.80% (Eurocurrency Borrowings),
Fed-funds plus 0.80% (Swingline Borrowings) or Prime plus 0.00% (Base Rate Borrowings)
plus 0.20% facility fee (3.75%, 2.83% or 5.00% respectively at September 30, 2008),
maturing January 2012. Total of $280 million unused at September 30, 2008 |
|
|
620,100 |
|
|
|
308,000 |
|
Secured notes, net of discount, interest payable semiannually at 4.75%, repaid September 2008 |
|
|
|
|
|
|
198,221 |
|
Unsecured eFunds notes, interest payable semiannually at 5.39%, repaid February 2008 |
|
|
|
|
|
|
98,533 |
|
Other promissory notes with various interest rates and maturities |
|
|
20,536 |
|
|
|
27,143 |
|
|
|
|
|
|
|
|
|
|
|
2,648,761 |
|
|
|
4,275,397 |
|
Less current portion |
|
|
(93,962 |
) |
|
|
(272,014 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current portion |
|
$ |
2,554,799 |
|
|
$ |
4,003,383 |
|
|
|
|
|
|
|
|
Through the eFunds Acquisition on September 12, 2007, we assumed $100.0 million in long-term
notes payable previously issued by eFunds (the eFunds Notes). On February 26, 2008, we redeemed
the eFunds Notes for a total of $109.3 million, which included a make-whole premium of $9.3
million. On July 2, 2008, immediately following the spin-off of LPS, we retired the Term Loan B and
recorded a charge to interest expense of $12.4 million to write-off the remaining unamortized debt
issuance costs relating to the Term Loan B. On September 15, 2008, we repaid the $200.0 million
aggregate principal amount obligation of secured 4.75% fixed rate notes due in September 2008.
18
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
As of September 30, 2008, we had entered into the following interest rate swap transactions
converting a portion of our interest rate exposure on our term and revolving loans from variable to
fixed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount |
|
|
Bank Pays |
|
FIS pays |
Effective Date |
|
Termination Date |
|
(in millions) |
|
|
Variable Rate of(1) |
|
Fixed Rate of(2) |
April 11, 2007 |
|
April 11, 2010 |
|
$ |
850.0 |
|
|
1 Month Libor |
|
4.92% |
October 11, 2007 |
|
October 11, 2009 |
|
|
1,000.0 |
|
|
1 Month Libor |
|
4.73% |
December 11, 2007 |
|
December 11, 2009 |
|
|
250.0 |
|
|
1 Month Libor |
|
3.80% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
3.93% as of September 30, 2008. |
|
(2) |
|
In addition to the fixed rates paid under the swaps, we pay an applicable margin to our bank
lenders on the Term Loan A of 1.00%, and the Revolving Loan of 0.80% (plus a facility fee of
0.20%) as of September 30, 2008. |
We have designated these interest rate swaps as cash flow hedges in accordance with SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. The estimated fair value of
these cash flow hedges results in a liability of $43.3 million and $41.2 million, as of September
30, 2008 and December 31, 2007, respectively, which is included in the accompanying consolidated
balance sheets in other long-term liabilities and as a component of accumulated other comprehensive
earnings, net of deferred taxes. A portion of the amount included in accumulated other
comprehensive earnings is reclassified into interest expense as a yield adjustment as interest
payments are made on the Term Loans. In accordance with the provisions of SFAS No. 157, Fair Value
Measurements, the inputs used to determine the estimated fair value of our interest rate swaps are
Level 2-type measurements. During June 2008, we terminated the $750 million interest rate swap tied
to the Term Loan B that was retired during July 2008, without any significant impact to our
financial position or results of operations during the period as its fair value was approximately
zero on the date of termination.
Our existing cash flow hedges are highly effective and there is no current impact on earnings
due to hedge ineffectiveness. It is our policy to execute such instruments with credit-worthy banks
at the time of execution and not to enter into derivative financial instruments for speculative
purposes. As of September 30, 2008, we believe that our interest rate swap counterparties will be
able to fulfill their obligations under our agreements.
Principal maturities of long-term debt at September 30, 2008 for the next five years and
thereafter are as follows (in thousands):
|
|
|
|
|
2008 Remainder |
|
$ |
27,661 |
|
2009 |
|
|
106,000 |
|
2010 |
|
|
210,000 |
|
2011 |
|
|
157,500 |
|
2012 |
|
|
2,147,600 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,648,761 |
|
|
|
|
|
(12) Income Taxes
During 2007 we adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48). As a result of the adoption, we had no change to reserves
for uncertain tax positions. Interest and penalties on accrued but unpaid taxes are classified in
the consolidated financial statements as income tax expense. Our unrecognized tax benefit decreased
by $1.0 million and $8.1 million during the three and nine month periods ended September 30, 2008,
due to final and preliminary settlements with taxing authorities. As a result of the settlements,
the total amount of accrued interest recognized in the consolidated balance sheets decreased $3.1
million during the nine month period ended September 30, 2008.
19
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
(13) Commitments and Contingencies
Litigation
In the ordinary course of business, we are involved in various pending and threatened
litigation matters related to operations, some of which include claims for punitive or exemplary
damages. We believe that no material actions, other than the matters listed below, depart from
customary litigation incidental to our business. As background to the disclosure below, please note
the following:
|
|
|
These matters raise difficult and complicated factual and legal issues and are subject
to many uncertainties and complexities. |
|
|
|
|
We review these matters on an on-going basis and follow the provisions of Statement of
Financial Accounting Standards No. 5, Accounting for Contingencies (SFAS 5), when making
accrual and disclosure decisions. When assessing reasonably possible and probable outcomes,
we base decisions on our assessment of the ultimate outcome following all appeals. |
Drivers Privacy Protection Act
A putative class action lawsuit styled Richard Fresco, et al. v. Automotive Directions, Inc.
et al., was filed against eFunds and seven other non-related parties in the U.S. District Court for
the Southern District of Florida. The complaint alleged that eFunds purchased motor vehicle records
that were used for marketing and other purposes that are not permitted under the Federal Drivers
Privacy Protection Act (DPPA). The plaintiffs sought statutory damages, plus costs, attorneys
fees and injunctive relief. eFunds and five of the other seven defendants entered into a settlement
agreement with the plaintiffs. That settlement was preliminarily approved by the court over some
objections. The objectors filed two class action complaints styled Sharon Taylor, et al. v.
Biometric Access Company et al. and Sharon Taylor, et al. v. Acxiom et al. in the U.S. District
Court for the Eastern District of Texas alleging similar violations of the DPPA. The Acxiom action
was filed against eFunds subsidiary ChexSystems, Inc. (ChexSystems), while the Biometric suit was
filed against the Companys Certegy Check Services, Inc. subsidiary (Certegy Check). The judge
recused himself in the action against Certegy Check because he was a potential member of the class.
The lawsuit was then reassigned to a new judge and Certegy Check filed a motion to dismiss. The
court granted Certegy Checks Motion to Dismiss with prejudice in the third quarter of 2008.
ChexSystems filed a motion to dismiss or stay its action based upon the earlier settlement, and the
Court granted the motion to stay pending resolution of the Florida case. The court dismissed the
ChexSystems lawsuit with prejudice against the remaining defendants in the third quarter of 2008.
The plaintiffs moved the court to amend the dismissal to exclude defendants that were parties to
the Florida settlement. That motion was granted. The plaintiffs appeal of the dismissal of both
lawsuits is pending.
Employee Data Theft
On July 3, 2007, we announced that a database administrator had misappropriated consumer
information. To date, we have seen no evidence of the stolen information being used for anything
other than marketing purposes. Nevertheless, multiple putative class action lawsuits were filed
against us seeking monetary damages. Those class actions were settled in January of 2008. The Court
preliminarily approved the settlement in March of 2008. Notice of the settlement was mailed to
class members during the second quarter of 2008. A motion seeking final approval of the settlement
from the court was heard and granted during the third quarter of 2008, and the pending lawsuits are
being dismissed with prejudice.
(14) Defined Benefit Plans
During 2007 we amended the Supplemental Executive Retirement Plan (SERP) to effectively
freeze the benefits under the plan resulting in a curtailment and settlement of that plan at
December 31, 2007. The unfunded status of the SERP at December 31, 2007 was a liability of $10.4
million and this liability was paid in full on February 1, 2008.
20
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
In connection with our operations in Germany, we have unfunded, defined benefit plan
obligations. These obligations relate to retirement benefits to be paid to employees upon
retirement. The Company recorded total benefit costs relating to these plans of $0.8 million for
each of the three month periods and $2.4 million for each of the nine month periods ended September
30, 2008 and 2007, respectively.
(15) Stock Option Plans
On July 2, 2008, we completed the spin-off of LPS. All stock options and awards held by our
employees that became LPS. employees were cancelled as of that date and reissued as LPS stock
options and awards which are being accounted for in LPS financial results on go-forward basis.
All stock options and awards held by employees that continued to be FIS employees were adjusted
using a conversion factor to adjust both the number of awards and the strike price of the awards
that ensured the fair value of the option and award was the same immediately before and after the
spin-off transaction.
The following schedule summarizes the stock option activity for the nine months ended
September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Exercise Price |
|
Balance, December 31, 2007 |
|
|
17,298,035 |
|
|
$ |
33.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted January 1, 2008 through July 2, 2008 |
|
|
175,000 |
|
|
|
40.24 |
|
Exercised January 1, 2008 through July 2, 2008 |
|
|
(504,327 |
) |
|
|
21.85 |
|
Cancelled January 1, 2008 through July 2, 2008 |
|
|
(214,943 |
) |
|
|
31.02 |
|
Cancelled
and assumed by LPS in Spin-off Transaction |
|
|
(4,559,054 |
) |
|
|
33.89 |
|
|
|
|
|
|
|
|
|
Balance,
July 2, 2008 before equity restructuring adjustment |
|
|
12,194,711 |
|
|
|
33.58 |
|
|
|
|
|
|
|
|
|
Granted in LPS Spin-off Transaction |
|
|
9,699,156 |
|
|
|
(a |
) |
|
|
|
|
|
|
|
|
Balance, July 2, 2008 post-equity restructuring adjustment |
|
|
21,893,867 |
|
|
|
18.71 |
|
|
|
|
|
|
|
|
|
Granted July 3, 2008 through September 30, 2008 |
|
|
79,500 |
|
|
|
20.55 |
|
Exercised July 3, 2008 through September 30, 2008 |
|
|
(514,010 |
) |
|
|
14.15 |
|
Cancelled July 3, 2008 through September 30, 2008 |
|
|
(224,557 |
) |
|
|
19.97 |
|
|
|
|
|
|
|
|
Balance, September 30, 2008 |
|
|
21,234,800 |
|
|
$ |
18.71 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
As a result of our spin-off of LPS, all FIS stock options and awards held by LPS employees
were cancelled and reissued as LPS stock options and awards and are accounted for in LPS
financial results going forward. All stock options and awards held by employees that continued as
FIS employees were adjusted using a conversion factor of 1.7952 to adjust both the number of awards
and the strike price of these awards to ensure that their fair value was the same immediately
before and after the spin-off. |
The intrinsic value of options exercised was $10.9 million during the nine month period ended
September 30, 2008.
21
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
The following table summarizes information related to stock options outstanding and
exercisable as of September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options |
|
|
Exercisable Options |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
Intrinsic |
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
Intrinsic |
|
|
|
Number |
|
|
Remaining |
|
|
Average |
|
|
Value at |
|
|
Number |
|
|
Remaining |
|
|
Average |
|
|
Value at |
|
|
|
of |
|
|
Contractual |
|
|
Exercise |
|
|
September 30, |
|
|
of |
|
|
Contractual |
|
|
Exercise |
|
|
September 30, |
|
Range of Exercise Price |
|
Options |
|
|
Life |
|
|
Price |
|
|
2008 |
|
|
Options |
|
|
Life |
|
|
Price |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
$0.00 - $8.71 |
|
|
2,761,055 |
|
|
|
6.29 |
|
|
$ |
8.64 |
|
|
$ |
27,111,069 |
|
|
|
2,309,052 |
|
|
|
6.25 |
|
|
$ |
8.63 |
|
|
$ |
22,703,599 |
|
$8.72 - $16.00 |
|
|
2,251,874 |
|
|
|
3.09 |
|
|
|
12.36 |
|
|
|
13,730,882 |
|
|
|
2,251,874 |
|
|
|
3.09 |
|
|
|
12.36 |
|
|
|
13,730,882 |
|
$16.01 - $22.35 |
|
|
7,703,544 |
|
|
|
5.01 |
|
|
|
19.02 |
|
|
|
(a |
) |
|
|
6,529,107 |
|
|
|
5.12 |
|
|
|
18.53 |
|
|
|
(a |
) |
$22.36 - $22.45 |
|
|
1,246,168 |
|
|
|
6.62 |
|
|
|
22.42 |
|
|
|
(a |
) |
|
|
539,308 |
|
|
|
6.62 |
|
|
|
22.42 |
|
|
|
(a |
) |
$22.46 - $22.75 |
|
|
13,500 |
|
|
|
6.88 |
|
|
|
22.71 |
|
|
|
(a |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a |
) |
$22.76 - $23.25 |
|
|
1,789,212 |
|
|
|
5.11 |
|
|
|
23.03 |
|
|
|
(a |
) |
|
|
596,407 |
|
|
|
5.11 |
|
|
|
23.03 |
|
|
|
(a |
) |
$23.26 - $23.50 |
|
|
134,640 |
|
|
|
6.37 |
|
|
|
23.46 |
|
|
|
(a |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a |
) |
$23.51 - $23.75 |
|
|
5,289,852 |
|
|
|
6.19 |
|
|
|
23.71 |
|
|
|
(a |
) |
|
|
287,232 |
|
|
|
6.19 |
|
|
|
23.71 |
|
|
|
(a |
) |
$23.76 - $25.00 |
|
|
44,880 |
|
|
|
6.95 |
|
|
|
24.89 |
|
|
|
(a |
) |
|
|
11,220 |
|
|
|
6.95 |
|
|
|
24.89 |
|
|
|
(a |
) |
$25.01 - $61.00 |
|
|
75 |
|
|
|
2.62 |
|
|
|
60.73 |
|
|
|
(a |
) |
|
|
75 |
|
|
|
2.62 |
|
|
|
60.73 |
|
|
|
(a |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.00 - $61.00 |
|
|
21,234,800 |
|
|
|
5.38 |
|
|
$ |
18.71 |
|
|
$ |
40,841,951 |
|
|
|
12,524,275 |
|
|
|
5.05 |
|
|
$ |
16.10 |
|
|
$ |
36,434,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
No intrinsic value as of September 30, 2008. |
The Company has recorded total stock compensation expense of $8.4 million and $9.3 million for
the three month periods ended and $50.6 million and $27.1 million for the nine month periods ended
September 30, 2008 and 2007, respectively. Stock compensation expense is included in selling,
general, and administrative expense in the Consolidated Statements of Earnings, unless the expense
is attributable to a discontinued operation. The amount of stock compensation expense related to
discontinued operations is $3.6 million for the three month period ended September 30, 2007 and
$9.1 million and $10.8 million for the nine month periods ended September 30, 2008 and 2007,
respectively, and has been reclassified accordingly. The nine month period ended September 30,
2008, included stock compensation expense of $14.1 million relating to the acceleration of option
vesting of all eFunds employees and $2.6 million relating to the acceleration upon termination of
certain executive unvested stock awards.
The fair value of FIS options granted in 2008 was estimated at the date of grant using a
Black-Scholes option-pricing model with the following weighted average assumptions. The risk free
interest rate of 3.1% corresponds to the weighted average expected life of an option. The
volatility factor for the expected market price of the common stock was 24% and the expected
dividend yield was 0.5% prior to the spin-off of LPS and 1.0% after the spin-off. A weighted
average expected life of 5.7 years was used for 2008. The weighted average fair value of each
option granted during 2008 was $6.07.
On
March 20, 2008, we granted 0.4 million shares of restricted
stock at a price of $38.75 that vest quarterly over 2 years. On
July 2, 2008, 0.2 of these shares were cancelled and assumed by
LPS. The remaining unvested restricted shares were converted by the
conversion factor of 1.7952. As of September 30, 2008, we have
0.2 million unvested restricted shares remaining.
At September 30, 2008 the total unrecognized compensation cost related to non-vested stock
awards is $47.2 million, which is expected to be recognized in pre-tax income over a weighted
average period of 2.0 years.
Subsequent
to September 30, 2008, on October 29, 2008, we granted to
employees and directors 4.7 million options to purchase our
common stock at a strike price of $14.35 per share and
0.8 million shares of restricted stock.
22
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
(16) Share Repurchase Program
On October 25, 2006, our Board of Directors approved a plan authorizing repurchases of up to $200 million worth of our common stock (the Old Plan). On April 17, 2008, our
Board of Directors approved a plan authorizing repurchases of up to an additional $250.0 million worth of our
common stock (the New Plan). Under New Plan we repurchased 5.8 million shares of our stock for
$226.2 million, at an average price of $38.97, through September 30, 2008. There were no stock
repurchases during the three month period ended September 30, 2008. During the nine month period
ended September 30, 2008, we also repurchased an additional 0.2 million shares of our stock for
$10.0 million at an average price of $40.56 under the Old Plan. Total shares repurchased during
the nine month period ended September 30, 2008 were 6.0 million shares for $236.2 million at an
average price of $39.04.
(17) Segment Information
We are a leading provider of technology solutions, processing services, and information-based
services to the financial services industry. On July 2, 2008, we completed the spin-off of our
former Lender Processing Services operating segment into a separate publicly traded company,
referred to as LPS. Subsequent to the spin-off we have continued to operate under the historical
operating segment of Transaction Processing Services. We are currently reviewing our
organizational and management structure. Upon completion of this review, we may redefine our
reporting segments, if appropriate. Corporate overhead costs and other operations that are not
included in our Transaction Processing Services segment are included in Corporate and Other.
Summarized financial information concerning our reporting segments is shown in the following
tables.
As of and for the three month period ended September 30, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
Processing |
|
|
Corporate |
|
|
|
|
|
|
Services |
|
|
and Other |
|
|
Total |
|
Processing and services revenues |
|
$ |
883,886 |
|
|
$ |
9,958 |
|
|
$ |
893,844 |
|
Cost of revenues |
|
|
654,919 |
|
|
|
7,076 |
|
|
|
661,995 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
228,967 |
|
|
|
2,882 |
|
|
|
231,849 |
|
Selling, general and administrative expenses |
|
|
54,135 |
|
|
|
25,809 |
|
|
|
79,944 |
|
Research and development costs |
|
|
26,155 |
|
|
|
|
|
|
|
26,155 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
148,677 |
|
|
$ |
(22,927 |
) |
|
$ |
125,750 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
89,518 |
|
|
$ |
10,485 |
|
|
$ |
100,003 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
42,732 |
|
|
$ |
5,429 |
|
|
$ |
48,161 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
7,170,117 |
|
|
$ |
379,855 |
|
|
$ |
7,549,972 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
4,231,476 |
|
|
$ |
|
|
|
$ |
4,231,476 |
|
|
|
|
|
|
|
|
|
|
|
23
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
As of and for the three month period ended September 30, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
Processing |
|
|
Corporate |
|
|
|
|
|
|
Services |
|
|
and Other |
|
|
Total |
|
Processing and services revenues |
|
$ |
695,650 |
|
|
$ |
17,162 |
|
|
$ |
712,812 |
|
Cost of revenues |
|
|
547,441 |
|
|
|
15,557 |
|
|
|
562,998 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
148,209 |
|
|
|
1,605 |
|
|
|
149,814 |
|
Selling, general and administrative expenses |
|
|
44,542 |
|
|
|
27,845 |
|
|
|
72,387 |
|
Research and development costs |
|
|
17,579 |
|
|
|
|
|
|
|
17,579 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
86,088 |
|
|
$ |
(26,240 |
) |
|
$ |
59,848 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
95,139 |
|
|
$ |
13,606 |
|
|
$ |
108,745 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
57,304 |
|
|
$ |
17,889 |
|
|
$ |
75,193 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
7,244,919 |
|
|
$ |
440,317 |
|
|
$ |
7,685,236 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
4,014,620 |
|
|
$ |
|
|
|
$ |
4,014,620 |
|
|
|
|
|
|
|
|
|
|
|
As of and for the nine month period ended September 30, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
Processing |
|
|
Corporate |
|
|
|
|
|
|
Services |
|
|
and Other |
|
|
Total |
|
Processing and services revenues |
|
$ |
2,577,916 |
|
|
$ |
32,804 |
|
|
$ |
2,610,720 |
|
Cost of revenues |
|
|
1,954,843 |
|
|
|
29,452 |
|
|
|
1,984,295 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
623,073 |
|
|
|
3,352 |
|
|
|
626,425 |
|
Selling, general and administrative expenses |
|
|
177,203 |
|
|
|
131,643 |
|
|
|
308,846 |
|
Research and development costs |
|
|
73,308 |
|
|
|
|
|
|
|
73,308 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
372,562 |
|
|
$ |
(128,291 |
) |
|
$ |
244,271 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
264,701 |
|
|
$ |
36,574 |
|
|
$ |
301,275 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
157,672 |
|
|
$ |
20,999 |
|
|
$ |
178,671 |
|
|
|
|
|
|
|
|
|
|
|
24
FIDELITY NATIONAL INFORMATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
As of and for the nine month period ended September 30, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
Processing |
|
|
Corporate |
|
|
|
|
|
|
Services |
|
|
and Other |
|
|
Total |
|
Processing and services revenues |
|
$ |
2,036,411 |
|
|
$ |
49,283 |
|
|
$ |
2,085,694 |
|
Cost of revenues |
|
|
1,581,933 |
|
|
|
42,530 |
|
|
|
1,624,463 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
454,478 |
|
|
|
6,753 |
|
|
|
461,231 |
|
Selling, general and administrative expenses |
|
|
129,158 |
|
|
|
87,454 |
|
|
|
216,612 |
|
Research and development costs |
|
|
50,002 |
|
|
|
|
|
|
|
50,002 |
|
Operating income |
|
$ |
275,318 |
|
|
$ |
(80,701 |
) |
|
$ |
194,617 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
237,359 |
|
|
$ |
42,846 |
|
|
$ |
280,205 |
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
150,085 |
|
|
$ |
47,070 |
|
|
$ |
197,155 |
|
|
|
|
|
|
|
|
|
|
|
Transaction Processing Services
The Transaction Processing Services segment focuses on serving the processing and risk
management needs of financial institutions and retailers. Our primary software applications
function as the underlying infrastructure of a financial institutions processing environment.
These applications include core bank processing software, which financial institutions use to
maintain the primary records of their customer accounts. We also provide a number of complementary
applications and services that interact directly with the core processing applications, such as
item processing and electronic funds transfer, as well as applications that facilitate interactions
between financial institutions and their clients such as online banking and bill payment services
and fraud prevention and detection services. We offer our applications and services through a range
of delivery and service models, including on-site outsourcing and remote processing arrangements,
as well as on a licensed software basis for installation on customer-owned and operated systems.
This segment also includes card issuer services, which enable financial institutions and others to
issue VISA® and MasterCard® branded credit and debit cards, private label cards, and other
electronic payment cards for use by both consumer and business accounts. In addition, we provide
risk management services to retailers and financial institutions. Included in this segment were
sales to non-U.S. based customers of $207.9 million and $167.0 million in the three month periods
and $616.0 million and $373.5 million in the nine month periods ended September 30, 2008 and 2007,
respectively.
Corporate and Other
Corporate overhead costs and other operations, which include the data processing services
provided to Sedgwick and FNF, are included in Corporate and Other.
(18) Subsequent Event
On October 13, 2008 the Company completed the sale of the operating assets of Certegy
Australia, Ltd. to Flexigroup Limited for approximately 30.0 million AUS (19.4 million USD as of
October 13, 2008) in cash and other consideration. In addition, based on the current exchange rate
and the collection of accounts receivable which were not included in the sale of assets, net of
estimated excise withholdings, the Company expects to realize incremental net cash of approximately
147.0 million AUS (95.0 million USD as of October 13, 2008), with the majority of the receivables
expected to be collected within 18 months. The results of operations for Certegy Australia, Ltd.
will be reported as discontinued operations in the Consolidated Statements of Earnings during the
2008 fourth quarter in accordance with SFAS No. 144.
25
Unless stated otherwise or the context otherwise requires, all references to FIS, we,
the Company or the registrantare to Fidelity National Information Services, Inc., a Georgia corporation formerly
known as Certegy Inc., which was the surviving legal entity in the Certegy Merger; all references
to eFunds are to eFunds Corporation, and its subsidiaries, as acquired by FIS (Note 5); all
references to Old FNF are to Fidelity National Financial, Inc., a Delaware corporation that owned
a majority of the Companys shares through November 9, 2006; all references to FNF are to
Fidelity National Financial, Inc. (formerly known as Fidelity National Title Group, Inc.), formerly
a subsidiary of Old FNF but now an independent company; and all references to LPS are to Lender
Processing Services, Inc., a former wholly owned subsidiary of FIS which was spun-off as an
independent company on July 2, 2008 (Note 2).
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Item 1: Consolidated Financial
Statements and the Notes thereto included elsewhere in this report. The discussion below 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 managements 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 Companys Form 10-K and other filings with the Securities and
Exchange Commission.
Overview
We are one of the largest global providers of technology solutions, processing services and
information-based services to financial institutions, serving customers in over 80 countries
throughout the world. We are among the market leaders in core processing, card issuing services,
and check point-of-sale verification and guarantee. We offer a diversified service mix, and
benefit from the opportunity to cross-sell multiple services across our broad customer base. See
Note 17 to the notes to the consolidated financial statements for a detailed description of our
reporting segments.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies since our Form 10-K
was filed on February 29, 2008 and our Form 10-Q was filed on August 8, 2008.
Transactions with Related Parties
We have historically conducted business with FNF and its subsidiaries, and other related
parties. See Note 3 to the notes to the consolidated financial statements for a detailed
description of all the related party transactions.
Discontinued Operations
During 2008 and 2007, we discontinued certain operations in the Transaction Processing
Services and former Lender Processing Services segments, which are reported as discontinued
operations in the Consolidated Statements of Earnings for the three and nine month periods ended
September 30, 2008 and 2007, in accordance with SFAS No. 144. See Note 2 to the Notes to
Consolidated Financial Statements for a detailed description of discontinued operations.
26
Factors Affecting Comparability
Our Consolidated Financial Statements included in this report that present our financial
condition and operating results reflect the following significant transactions:
|
|
|
On September 12, 2007, we acquired eFunds (the eFunds Acquisition). eFunds provided
risk management, EFT services, prepaid/gift card processing, and global outsourcing
solutions to financial services companies in the U.S. and internationally. In connection
with this acquisition, we borrowed an additional $1.6 billion under our bank credit
facilities. The results of operations and financial position of eFunds are included in the
Consolidated Financial Statements from and after the date of acquisition. |
|
|
|
|
On July 2, 2008, we completed the spin-off of our former Lender Processing Services
segment into a separate publicly traded company, referred to as LPS. The results of
operations of the Lender Processing Services segment are reflected as discontinued
operations in the Consolidated Statements of Earnings, in accordance with SFAS No. 144, for
the periods presented through the July 2, 2008 spin-off date. |
|
As a result of the above transactions, the results of operations in the periods covered by the
Consolidated Financial Statements may not be directly comparable. |
27
Comparisons of three and nine month periods ended September 30, 2008 and 2007
Consolidated Results of Operations
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
231,849 |
|
|
|
149,814 |
|
|
|
626,425 |
|
|
|
461,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Interest expense |
|
|
(48,397 |
) |
|
|
(37,856 |
) |
|
|
(132,415 |
) |
|
|
(152,863 |
) |
Gain on sale of Covansys stock |
|
|
|
|
|
|
182,444 |
|
|
|
|
|
|
|
274,488 |
|
Other income, net |
|
|
(1,884 |
) |
|
|
3,327 |
|
|
|
(101 |
) |
|
|
4,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
(49,303 |
) |
|
|
148,634 |
|
|
|
(127,143 |
) |
|
|
127,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes, equity in (losses) earnings of unconsolidated
entities, minority interest, and discontinued operations |
|
|
76,447 |
|
|
|
208,482 |
|
|
|
117,128 |
|
|
|
322,090 |
|
Provision for income taxes |
|
|
28,071 |
|
|
|
75,238 |
|
|
|
37,481 |
|
|
|
113,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before equity in (losses) earnings of unconsolidated entities, minority
interest, and discontinued operations |
|
|
48,376 |
|
|
|
133,244 |
|
|
|
79,647 |
|
|
|
208,288 |
|
Equity in (losses) earnings of unconsolidated entities |
|
|
|
|
|
|
86 |
|
|
|
(157 |
) |
|
|
2,824 |
|
Minority interest (expense) income |
|
|
(2,751 |
) |
|
|
41 |
|
|
|
(2,867 |
) |
|
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing operations |
|
|
45,625 |
|
|
|
133,371 |
|
|
|
76,623 |
|
|
|
211,481 |
|
(Losses) 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing and Services Revenues
Processing and services revenues totaled $893.8 million and $712.8 million for the three month
periods and $2.6 billion and $2.1 billion for the nine month periods ended September 30, 2008 and
2007, respectively, representing an increase of $181.0 million or 25.4% in the three month period
and $525.0 million or 25.2%, in the nine month period ended September 30, 2008. The increase in
revenues for the three months ended September 30, 2008, as compared to the three months ended
September 30, 2007 is primarily due to the acquisition of eFunds in 2008, as well as organic
growth. The eFunds Acquisition contributed approximately $116.2 million to the overall increase in
revenues for the three months ended September 30, 2008. Excluding the impact of the eFunds
Acquisition, consolidated revenue growth was $64.8 million, or 9.4%, with the Transaction
Processing Services segment experiencing growth in the International revenue channel of $36.2
million, or 25.5%, the Integrated Financial Solutions revenue channel experiencing growth of $26.8
million, or 9.0%, and the Enterprise Solutions revenue channel experiencing growth of $8.5 million,
or 3.7% for the three months ended September 30, 2008. The increase in revenue for the nine months
ended September 30, 2008, as compared to the nine months ended September 30,
28
2007, is primarily due
to the inclusion of eFunds in 2008, as well as organic growth. The eFunds Acquisition contributed
approximately $394.8 million to the overall increase in revenues for the nine months ended
September 30, 2008. Excluding the impact of the eFunds Acquisition, consolidated revenue growth was
$130.3 million, or 6.3%, with the Transaction Processing Services segment experiencing growth in
the International revenue channel of $108.7 million, or 25.7%, and the Integrated Financial
Solutions revenue channel experiencing growth of $54.1 million, or 6.2%, partially offset by a
reduction in the Enterprise Solutions revenue channel of $17.3 million, or 2.4%, for the nine
months ended September 30, 2008. The International revenue channel benefited from favorable
currency rate fluctuations of $13.6 million and $51.4 million during the three and nine month
periods ended September 30, 2008, respectively.
Cost of Revenues
Cost of revenues totaled $662.0 million and $563.0 million for the three month periods and
$2.0 billion and $1.6 billion for the nine month periods ended September 30, 2008 and 2007,
respectively, representing an increase of $99.0 million, or 17.6%, in the three month period and
$359.8 million, or 22.2%, in the nine month period ended September 30, 2008. Consistent with the
change in revenues, the increase in cost of revenues in the three and nine month periods ended
September 30, 2008 as compared to the three and nine month periods ended September 30, 2007 was
driven primarily by the eFunds Acquisition and organic growth in the Transaction Processing
Services segment.
Gross Profit
Gross profit as a percentage of revenues (gross profit margin) was approximately 25.9% and
21.0% for the three month periods and 24.0% and 22.1% for the nine month periods ended September
30, 2008 and 2007, respectively. The increase in gross profit margin is primarily attributable to
revenue growth in higher margin businesses and the prior year quarter included a charge of $13.5
million for the write-off of carrying value of impaired software relating to customer attrition
from external merger and acquisition activity.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled $79.9 million and $72.4 million for the
three month periods and $308.8 million and $216.6 million for the nine month periods ended
September 30, 2008 and 2007, respectively. The increase in selling, general and administrative
expenses for the three month period ended September 30, 2008 as compared to 2007 primarily relates
to the incremental costs from eFunds and an increase in stock compensation expense of $2.2 million.
The nine month period ended September 30, 2008, also included increases in stock compensation
expense of $25.2 million, including charges of $14.1 million for the accelerated vesting of all
stock awards held by eFunds employees assumed in the eFunds acquisition and $2.6 million relating
to the acceleration, upon termination, of certain executive unvested stock awards, $21.0 million of
additional restructuring and integration charges and $9.3 million in charges associated with the
spin-off of LPS.
Research and Development Costs
Research and development costs totaled $26.2 million and $17.6 million for the three month
periods and $73.3 million and $50.0 million for the nine month periods ended September 30, 2008 and
2007, respectively. The increase in research and development costs for the three and nine month
periods ended September 30, 2008 is primarily related to the eFunds acquisition.
Operating Income
Operating income totaled $125.8 million and $59.8 million for the three month periods and
$244.3 million and $194.6 million for the nine month periods ended September 30, 2008 and 2007,
respectively. Operating income as a percentage of revenue (operating margin) was 14.1% and 8.4%
for the three month periods and 9.4% and 9.3% for the nine month periods ended September 30, 2008
and 2007, respectively. The increase in the operating margin for the three months ended September
30, 2008, is primarily attributable to leverage on incremental volume and new sales, cost reduction
initiatives and the prior year quarter included charges of $13.5 million for the write-off of
carrying value of impaired software noted above and $4.3 million in personnel related charges for
severance.
29
Interest Expense
Interest expense totaled $48.4 million and $37.9 million for the three month periods and
$132.4 million and $152.9 million for the nine month periods ended September 30, 2008 and 2007,
respectively. The increase in the three month period is primarily due to the write-off of $12.4
million in capitalized debt issuance costs associated with the Term Loan B retired in conjunction
with the spin-off of LPS. The nine months ended September 30, 2007 included a $27.2 million charge
to record the write-off of capitalized debt issuance costs due to the refinancing of our prior
credit facility.
Income Tax Expense
Income tax expense totaled $28.1 million and $75.2 million for the three month periods and
$37.5 million and $113.8 million for the nine month periods ended September 30, 2008 and 2007,
respectively. This resulted in an effective tax rate of 36.7% and 32.0% for the three and nine
month periods ended September 30, 2008, respectively and 36.1% and 35.3% for the three and nine
month periods ended September 30, 2007, respectively. The decrease in the effective tax rate for
the nine months ended September 30, 2008, is primarily due to a higher proportion of foreign source
income taxed at the lower statutory rate.
Net Earnings
Net earnings from continuing operations totaled $45.6 million and $133.4 million for the three
month periods and $76.6 million and $211.5 million for the nine month periods ended September 30,
2008 and 2007, respectively, or $0.24 and $0.68 per diluted share for the three month periods and
$0.39 and $1.08 per diluted share for the nine month periods ending September 30, 2008 and 2007,
respectively. Included in net earnings for the three and nine month period ended September 30, 2007
is an after tax gain of $114.9 million, or $0.58 per diluted share from the sale of Covansys stock.
Corporate and Other
Corporate overhead costs and other operations that are not included in our Transaction
Processing Services segment are included in Corporate and Other. Selling, general and
administrative expenses were $25.8 million and $27.8 million for the three month periods and $131.6
million and $87.5 million for the nine month periods ended September 30, 2008 and 2007,
respectively. The decrease in selling, general and administrative expenses during the three month
period ended September 30, 2008 as compared to 2007, is primarily the result of the 2007 quarter
including $4.6 million of personnel and integration related charges, partially offset by an
increase in stock compensation expense of $2.2 million. The increase in selling, general and
administrative expenses during the nine month period ended September 30, 2008 as compared to 2007,
is primarily related to an increase in stock compensation expense of $25.2 million, increases in
incentive compensation, incremental general and administrative costs from eFunds, LPS spin-off
costs of approximately $9.3 million and other integration related charges of approximately $9.8
million. Stock compensation expenses for the nine month period ended September 30, 2008, included
charges of $16.7 million relating to the accelerated vesting of all stock awards held by eFunds
employees assumed in the eFunds acquisition and the acceleration upon termination of certain
executive unvested stock awards.
Liquidity and Capital Resources
Cash Requirements
Our cash requirements include cost of revenues, selling, general and administrative expenses,
income taxes, debt service payments, capital expenditures, systems development expenditures,
stockholder dividends, and business acquisitions. Our principal sources of funds are cash generated
by operations and borrowings.
At September 30, 2008, we had cash on hand of $238.5 million and debt of approximately $2.6
billion, including the current portion. Of the $238.5 million cash on hand, approximately $155.3
million resides in foreign jurisdictions. We expect that cash flows from operations over the next
twelve months will be sufficient to fund our operating cash requirements and pay principal and
interest on our outstanding debt absent any unusual circumstances such as acquisitions or adverse
changes in the business environment.
We currently pay a $0.05 dividend on a quarterly basis, and expect to continue to do so in the
future. The declaration and payment of future dividends is at the discretion of the Board of
Directors and depends on, among other things, our investment policy and opportunities, results of
operations, financial condition, cash requirements, future prospects, and other factors that may be
considered relevant by our Board of Directors, including legal and
30
contractual restrictions.
Additionally, the payment of cash dividends may be limited by covenants in certain debt agreements.
A regular quarterly dividend of $0.05 per common share was paid September 29, 2008 to shareholders
of record as of the close of business on September 15, 2008.
We intend to limit dilution caused by option exercises, including anticipated exercises, by
repurchasing shares on the open market or in privately negotiated transactions. See Note 16 to the
Notes to Consolidated Financial Statements for a detailed description of the Share Repurchase
Program.
Cash Flows from Operations
Cash flows from operations were $398.7 million and $256.4 million for the nine month periods
ending September 30, 2008 and 2007, respectively.
Capital Expenditures
Our principal capital expenditures are for computer software (purchased and internally
developed) and additions to property and equipment. We spent approximately $178.7 million and
$197.2 million on capital expenditures during the nine month periods ended September 30, 2008 and
2007, respectively.
Financing
On January 18, 2007, we entered into a credit agreement with JPMorgan Chase Bank, N.A., as
Administrative Agent, Swing Line Lender, and Letter of Credit Issuer, Bank of America, N.A., as
Swing Line Lender, and other financial institutions party thereto (the Credit Agreement). The
Credit Agreement replaced our prior term loans and revolver as well as a $100 million settlement
facility. As a result of the new credit agreement, we repaid the old credit agreement and recorded
a charge of $27.2 million to write-off unamortized capitalized debt issuance costs. The Credit
Agreement, which became secured as of September 12, 2007, provides for a committed $2.1 billion
five-year term facility denominated in U.S. Dollars (the Term Loan A) and a committed $900
million revolving credit facility (the Revolving Loan) with a sublimit of $250 million for
letters of credit and a sublimit of $250 million for swing line loans, maturing on the fifth
anniversary of the closing date, January 18, 2012 (the Maturity Date). The Revolving Loan is
bifurcated into a $735 million multicurrency revolving credit loan (the Multicurrency Tranche)
that can be denominated in any combination of U.S. Dollars, Euro, British Pounds Sterling and
Australian Dollars, and any other foreign currency in which the relevant lenders agree to make
advances and a $165 million U.S. Dollar revolving credit loan that can be denominated only in U.S.
Dollars. The swingline loans and letters of credit are available as a sublimit under the
Multicurrency Tranche. In addition, the Credit Agreement originally provided for an uncommitted
incremental loan facility in the maximum principal amount of $600 million, which would be made
available only upon receipt of further commitments from lenders under the Credit Agreement
sufficient to fund the amount requested by us. On July 30, 2007, we, along with the requisite
lenders, executed an amendment to the existing Credit Agreement to facilitate our acquisition of
eFunds. The amendment permitted the issuance of up to $2.1 billion in additional loans, an increase
from the foregoing $600 million. The amendment became effective September 12, 2007. On September
12, 2007, we entered into a joinder agreement to obtain a secured $1.6 billion tranche of term
loans denominated in U.S. Dollars (the Term Loan B) under the Credit Agreement, utilizing $1.6
billion of the $2.1 billion uncommitted incremental loan amount. The Term Loan B proceeds were used
to finance the eFunds Acquisition, and pay related fees and expenses. On July 2, 2008, we completed
the spin-off of our former Lender Processing Services segment into a separate publicly traded
company, referred as LPS. In conjunction with the LPS spin-off, we immediately retired the
outstanding $1,585.0 million principal balance of the Term Loan B. Debt issuance costs of $9.9
million are capitalized as of September 30, 2008. The $12.4 million Term Loan B debt issuance costs
were written-off during the three months ended September 30, 2008, in conjunction with the spin-off
of LPS and retirement of the Term Loan B.
As of September 30, 2008 and December 31, 2007, the Term Loan A balance was $2,008.1 million
and $2,047.5 million, respectively, and a total of $620.1 million and $308.0 million, respectively,
was outstanding under the Revolving Loan. The obligations under the Credit Agreement have been
jointly and severally, unconditionally guaranteed by certain of our domestic subsidiaries.
Additionally, we and certain subsidiary guarantors pledged certain equity interests we and they
held in other entities (including certain of our direct and indirect subsidiaries) as collateral
security for the obligations under the credit facility and the guarantee.
We may borrow, repay and re-borrow amounts under the Revolving Loan from time to time until
the maturity of the Revolving Loan. We must make quarterly principal payments under the Term Loan A
in scheduled installments
31
of: (a) $13.1 million per quarter from June 30, 2007 through December 31,
2008; (b) $26.3 million per quarter from March 31, 2009 through December 31, 2009; and (c) $52.5
million per quarter from March 31, 2010 through September 30, 2011, with the remaining balance of
approximately $1.5 billion payable on the Maturity Date.
In addition to the scheduled principal payments, the Term Loan is (with certain exceptions)
subject to mandatory prepayment upon issuances of debt, casualty and condemnation events, and sales
of assets, as well as from a percentage of excess cash flow (as defined in the Credit Agreement)
between zero and fifty percent commencing with the cash flow for the year ended December 31, 2008.
Voluntary prepayment of the Loan is generally permitted at any time without fee upon proper notice
and subject to a minimum dollar requirement. Commitment reductions of the Revolving Loan are also
permitted at any time without fee upon proper notice. The Revolving Loan has no scheduled principal
payments, but it will be due and payable in full on the Maturity Date.
The outstanding balance on the Loans bears interest at a floating rate, which is an applicable
margin plus, at our option, either (a) the Eurocurrency (LIBOR) rate or (b) either (i) the federal
funds rate or (ii) the prime rate. The applicable margin is subject to adjustment based on a
leverage ratio (our total indebtedness to our EBITDA in our consolidated subsidiaries, as further
defined in the Credit Agreement). Alternatively, we have the ability to request the lenders to
submit competitive bids for one or more advances under the Revolving Loan.
The Credit Agreement contains affirmative, negative and financial covenants customary for
financings of this type, including, among other things, limits on the creation of liens, limits on
the incurrence of indebtedness, restrictions on investments and dispositions, a prohibition on the
payment of dividends and other restricted payments if an event of default has occurred and is
continuing or would result therefrom, a minimum interest coverage ratio and a maximum leverage
ratio. Upon an event of default, the Administrative Agent can accelerate the maturity of the Loans.
Events of default include conditions customary for such an agreement, including failure to pay
principal and interest in a timely manner and breach of certain covenants. These events of default
include a cross-default provision that permits the lenders to declare the Credit Agreement in
default if (i) we fail to make any payment after the applicable grace period under any indebtedness
with a principal amount in excess of $150 million or (ii) we fail to perform any other term under
any such indebtedness, as a result of which the holders thereof may cause it to become due and
payable prior to its maturity. We were in compliance with all covenants related to the Credit
Agreement at September 30, 2008.
The Credit Agreement is secured by a pledge of equity interests in our subsidiaries, subject
to certain exceptions for subsidiaries not required to be pledged.
Through the merger with Certegy Inc., we acquired an obligation to service $200.0 million
(aggregate principal amount) of secured 4.75% fixed-rate notes, which were repaid and fully
satisfied on September 15, 2008. The notes were recorded in purchase accounting at a discount of
$5.7 million, which was amortized over the term of the notes. The notes accrued interest at a rate
of 4.75% per year, payable semi-annually in arrears on each of March 15 and September 15.
Through the eFunds acquisition on September 12, 2007, we assumed $100.0 million in long-term
notes payable previously issued to eFunds (the eFunds Notes). On February 26, 2008, we redeemed
the eFunds Notes for a total of $109.3 million, which included a make-whole premium of $9.3
million.
As of September 30, 2008, we had entered into the following interest rate swap transactions
converting a portion of our interest rate exposure on the Term Loans from variable to fixed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount |
|
|
Bank Pays |
|
FIS pays |
Effective Date |
|
Termination Date |
|
(in millions) |
|
|
Variable Rate of(1) |
|
Fixed Rate of(2) |
April 11, 2007 |
|
April 11, 2010 |
|
$ |
850.0 |
|
|
1 Month Libor |
|
4.92% |
October 11, 2007 |
|
October 11, 2009 |
|
|
1,000.0 |
|
|
1 Month Libor |
|
4.73% |
December 11, 2007 |
|
December 11, 2009 |
|
|
250.0 |
|
|
1 Month Libor |
|
3.80% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
3.93% as of September 30, 2008. |
|
(2) |
|
In addition to the fixed rates paid under the swaps, we pay an applicable margin to our bank
lenders on the Term Loan A of 1.00%, and the Revolving Loan of 0.80% (plus a facility fee of
0.20%) as of September 30, 2008. |
32
We have designated these interest rate swaps as cash flow hedges in accordance with SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. The estimated fair value of
these cash flow hedges results in a liability of $43.3 million and $41.2 million, as of September
30, 2008 and December 31, 2007, respectively, which is included in the accompanying consolidated
balance sheets in other long-term liabilities and as a component of accumulated other comprehensive
earnings, net of deferred taxes. A portion of the amount included in accumulated other
comprehensive earnings is reclassified into interest expense as a yield adjustment as interest
payments are made on the Term Loans. In accordance with the provisions of SFAS No. 157, Fair Value
Measurements, the inputs used to determine the estimated fair value of our interest rate swaps are
Level 2-type measurements. During the three months ended June 30, 2008, we terminated the $750
million interest rate swap tied to the Term Loan B that was retired on July 2, 2008 immediately
following the spin-off of LPS, without any significant impact to our financial position or results
of operations during the period as its fair value was approximately zero on the date of
termination.
Our existing cash flow hedges are highly effective and there is no current impact on earnings
due to hedge ineffectiveness. It is our policy to execute such instruments with credit-worthy banks
and not to enter into derivative financial instruments for
speculative purposes. As of September 30, 2008, we believe that
our interest rate swap counterparties will be able to fulfill their
obligations under our agreements.
Contractual Obligations
FISs long-term contractual obligations generally include its long-term debt and operating
lease payments on certain of its property and equipment. The following table summarizes FISs
significant contractual obligations and commitments as of September 30, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remainder |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
|
Total |
|
|
Long-term debt |
|
$ |
27,661 |
|
|
$ |
106,000 |
|
|
$ |
210,000 |
|
|
$ |
157,500 |
|
|
$ |
2,147,600 |
|
|
$ |
|
|
|
$ |
2,648,761 |
|
Interest |
|
|
36,423 |
|
|
|
138,481 |
|
|
|
105,147 |
|
|
|
92,736 |
|
|
|
4,375 |
|
|
|
|
|
|
|
377,162 |
|
Operating leases |
|
|
22,993 |
|
|
|
76,671 |
|
|
|
48,744 |
|
|
|
33,605 |
|
|
|
25,511 |
|
|
|
66,585 |
|
|
|
274,109 |
|
Investment commitments |
|
|
31,000 |
|
|
|
65,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,000 |
|
Purchase commitments |
|
|
8,316 |
|
|
|
19,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,972 |
|
Data processing and maintenance
commitments |
|
|
18,977 |
|
|
|
87,418 |
|
|
|
69,526 |
|
|
|
58,083 |
|
|
|
56,681 |
|
|
|
269,805 |
|
|
|
560,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
145,370 |
|
|
$ |
493,226 |
|
|
$ |
433,417 |
|
|
$ |
341,924 |
|
|
$ |
2,234,167 |
|
|
$ |
336,390 |
|
|
$ |
3,984,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-Balance Sheet Arrangements
FIS does not have any material off-balance sheet arrangements other than operating leases.
Recent Accounting Pronouncements
In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP)
Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, which will become effective for periods beginning on or
after December 15, 2008, and will be applied retrospectively. Under the FSP, unvested share-based
payment awards that contain non-forfeitable rights to dividends or dividend equivalents are
participating securities and, therefore, are included in computing earnings per share (EPS)
pursuant to the two-class method. The two-class method determines earnings per share for each class
of common stock and participating securities according to dividends or dividend equivalents and
their respective participation rights in undistributed earnings. Management is currently evaluating
the impact of this statement on our statements of financial position and operations.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the
framework for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting
principles in the United States. The FASB has concluded that the generally accepted accounting
principles hierarchy should reside in the accounting literature established by the FASB and issued
SFAS 162 to achieve that result. SFAS 162 is effective 60 days following the Security and
33
Exchange
Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section
411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.
Management has determined that the adoption of SFAS 162 will not have a material affect on the
Companys statements of financial condition or operations.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. (SFAS 161). SFAS 161 expands the
current disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, (SFAS 133) such that entities must now provide enhanced disclosures on a quarterly
basis regarding how and why the entity uses derivatives; how derivatives and related hedged items
are accounted for under SFAS 133 and how derivatives and related hedged items affect the entitys
financial position, performance and cash flow. Pursuant to the transition provisions of the
Statement, the Company will adopt SFAS 161 in fiscal year 2009 and will present the required
disclosures in the prescribed format on a prospective basis. This Statement will not impact the
consolidated financial results as it is disclosure-only in nature.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB No. 51 (SFAS 160), requiring noncontrolling interests
(sometimes called minority interests) to be presented as a component of equity on the balance
sheet. SFAS 160 also requires that the amount of net income attributable to the parent and to the
noncontrolling interests be clearly identified and presented on the face of the consolidated
statement of income. This statement eliminates the need to apply purchase accounting when a parent
company acquires a noncontrolling ownership interest in a subsidiary and requires that, upon
deconsolidation of a subsidiary, a parent company recognize a gain or loss in net income after
which any retained noncontrolling interest will be reported at fair value. SFAS 160 requires
expanded disclosures in the consolidated financial statements that identify and distinguish between
the interests of the parents owners and the interest of the noncontrolling owners of subsidiaries.
SFAS 160 is effective for periods beginning on or after December 15, 2008 and will be applied
prospectively except for the presentation and disclosure requirements, which will be applied
retrospectively for all periods presented. Management is currently evaluating the impact of this
statement on our statements of financial position and operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141(R)), requiring an acquirer in a business combination to recognize the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their fair values at the
acquisition date, with limited exceptions. The costs of the acquisition and any related
restructuring costs will be recognized separately. Assets and liabilities arising from
contingencies in a business combination are to be recognized at their fair value at the acquisition
date and adjusted prospectively as new information becomes available. When the fair value of assets
acquired exceeds the fair value of consideration transferred plus any noncontrolling interest in
the acquiree, the excess will be recognized as a gain. Under SFAS 141(R), all business combinations
will be accounted for prospectively by applying the acquisition method, including combinations
among mutual entities and combinations by contract alone. SFAS 141(R) is effective for periods
beginning on or after December 15, 2008, and will apply to business combinations occurring after
the effective date. Management is currently evaluating the impact of this statement on our
statements of financial position and operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. This statement does
not require any new fair value measurements, but provides guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the information. In February 2008,
the FASB issued FASB Staff Position 157-2 (FSP 157-2), Effective Date of FASB Statement No. 157,
which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). SFAS 157 was effective for us beginning
January 1, 2008; FSP 157-2 delays the effective date for certain items to January 1, 2009. Items in
our Consolidated Financial Statements which SFAS 157 is already effective for are discussed in the
Financing section of Managements Discussion and Analysis of Financial Condition and Results of
Operations. We are currently assessing the potential impact that adoption of this statement may
have on nonfinancial assets and nonfinancial liabilities in our financial statements.
34
Item 3. Quantitative and Qualitative Disclosure About Market Risks
There have been no material changes in the Quantitative and Qualitative Disclosure About
Market Risks described in our Annual Report on Form 10-K for the year ended December 31, 2007,
other than as described below.
As of September 30, 2008, we are paying interest on the Credit Agreement at LIBOR plus 1.00%.
A one percent increase in the LIBOR rate would increase our annual debt service on the Credit
Agreement by $5.3 million (based on principal amounts outstanding as of September 30, 2008, net of
interest rate swaps). The credit rating assigned to FIS by Standard & Poors was BB+ as of
September 30, 2008.
The substantial majority of our business is transacted in U.S. dollars. However, we conduct
some international business that is subject to foreign currencies, primarily the Brazilian real,
British pound and Euro. Our international operations are subject to the market risk associated with
currency movements. Revenue and profit generated by our international operations will increase or
decrease compared to prior periods as a result of changes in foreign currency exchange rates
relative to the U.S. dollar. Generally, for most of our international business, we benefit from a
weaker U.S. dollar and are adversely affected by a strong U.S. dollar relative to the applicable
foreign currency.
For
the nine month period ended September 30, 2008, our
international revenues were $616.0
million. Holding other variables constant, a 10% percent stronger U.S. dollar against foreign
currencies in which we conduct international business, would result in a decrease in international
revenues of $61.6 million.
In
the future, we may enter into agreements to hedge our risks against
foreign currency movements, but as of September 30, 2008 we have
not entered into any such agreements. However, any hedging strategies may not be successful, and any future unhedged foreign exchange payments could be subject to market fluctuations.
Item 4. Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure controls and
procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Based on this
evaluation, our principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective to provide reasonable assurance of timely alerts
to material information required to be included in our periodic SEC reports.
There were no changes in our internal control over financial reporting that occurred during
the most recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
See discussion of Litigation in Note 13 to the consolidated financial statements included in
Item 1 of Part I of this Report, which is incorporated by reference into this Part II, Item 1.
Item 1A. Risk Factors
There have been no material changes in the Risk Factors described in our Annual Report on Form
10-K for the year ended December 31, 2007, other than as described below.
Movements in foreign currency exchange rates could have a material adverse effect on our
business, financial position and results of operations and could cause the market value of our
common stock to decline.
We operate in several countries and, as a result, are exposed to foreign currency exchange
risk to the extent that applicable exchange rates fluctuate over time. The U.S. Dollar value of
our net investments in foreign operations, the periodic conversion of foreign-denominated earnings
to the U.S. Dollar (our reporting currency), our results of operations and, in some cases, cash
flows, could be adversely affected by certain movements in exchange
35
rates. During the nine months
ended September 30, 2008, approximately 20% of our revenues were denominated in currencies other
than the U.S. Dollar, including the Brazilian Real, British pound and Euro. In the future, we
may enter into agreements to hedge our risks against foreign currency movements, but as of September 30, 2008 we have not entered into any such agreements. However, any hedging strategies may not be successful, and any future unhedged
foreign exchange payments will continue to be subject to market fluctuations. These risks could
cause a material adverse effect on our business, financial position and results of operations and
could cause the market value of our common stock to decline.
Consolidations and failures in the banking and financial services industry could adversely
affect our revenues by eliminating some of our existing and potential customers and making us more
dependent on a more limited number of customers.
There has been and continues to be substantial merger, acquisition and consolidation activity
in the banking and financial services industry. As a result of the rising mortgage delinquency and
default rates and general weakening of the national economy, many banks and financial institutions
are experiencing negative operating results, including many of our customers. In some cases, these
negative operating results have led to the failure and/or consolidation of certain banks and
financial institutions.
Failures, mergers, and consolidations of banks and financial institutions reduce the number of
our customers and potential customers, which could adversely affect our revenues even if these
events do not reduce the aggregate activities of the consolidated entities. Further, if our
customers fail and/or merge with or are acquired by other entities that are not our customers, or
that use fewer of our services, they may discontinue or reduce their use of our services. It is
also possible that the larger banks or financial institutions resulting from mergers or
consolidations would have greater leverage in negotiating terms with us or could decide to perform
in-house some or all of the services which we currently provide or could provide. Any of these
developments could have a material adverse effect on our business, results of operations and
financial condition.
Our lenders may have suffered losses related to consolidations and failures in the banking and
financial services industry and therefore may not be able to fund our borrowings.
As a result of the rising mortgage delinquency and default rates and general weakening of the
national economy, many banks and financial institutions are experiencing negative operating
results. In some cases, these negative operating results have led to the failure and/or
consolidation of certain banks and financial institutions, including certain lenders that are
parties to our Credit Agreement. As a result, lenders may become insolvent or tighten lending
standards, which could in turn make it more difficult or impossible for us to borrow under our
Credit Agreement, obtain financing on favorable terms, or obtain financing at all. Our financial
condition and results of operations would be adversely affected if we were unable to draw funds
under our Credit Agreement because of a lender default or to obtain other cost-effective financing.
The financial institutions that provide our interest rate swap agreements may have suffered
losses related to consolidations and failures in the banking and financial services industry and
therefore may not be able to fulfill the obligations under our interest rate swap agreements.
As a result of the rising mortgage delinquency and default rates and general weakening of the
national economy, many banks and financial institutions are experiencing negative operating
results. In some cases, these negative operating results have led to the failure and/or
consolidation of certain banks and financial institutions, including certain financial institutions
that are parties to our interest rate swap agreements. As a result, financial institutions may
become insolvent and be unable to fulfill the obligations under our existing interest rate swap
agreements, or it may become more difficult or impossible to obtain interest rate swap agreements
on favorable terms, or obtain interest rate swap agreements at all. Our financial condition and
results of operations would be adversely affected if a financial institution fails to fulfill its
obligations under our interest rate swap agreements or to obtain other cost effective interest rate
swap agreements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the three month period ended
September 30, 2008.
36
Item 6. Exhibits
(a) Exhibits:
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
|
|
32.2 |
|
Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
|
Date: November 7, 2008 |
|
Fidelity National Information Services, Inc. |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ GEORGE P. SCANLON
George P. Scanlon
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
|
|
38
FIDELITY NATIONAL INFORMATION SERVICES, INC.
FORM 10-Q
INDEX TO EXHIBITS
The following documents are being filed with this Report:
|
|
|
Exhibit |
|
|
No. |
|
Description |
31.1
|
|
Certification of Lee A. Kennedy, Chief Executive Officer of
Fidelity National Information Services, Inc., pursuant to rule
13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of George P. Scanlon, Chief Financial Officer of
Fidelity National Information Services, Inc., pursuant to rule
13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of Lee A. Kennedy, Chief Executive Officer of
Fidelity National Information Services, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification of George P. Scanlon, Chief Financial Officer of
Fidelity National Information Services, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
39