SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8
AMMENDMENT TO APPLICATION OR REPORT
Pursuant to Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934
FISERV, INC.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
June 13, 1997 as set forth in the pages attached hereto:
Item 7 (b) Pro forma condensed consolidated financial statements of Fiserv,
Inc. and BHC Financial, Inc.:
Pro Forma Condensed Consolidated Balance Sheets as of December 31,
1996 and March 31, 1997
Pro Forma Condensed Consolidated Statements of Income for the
year ended December 31, 1996 and the three month periods ended
March 31, 1997 and 1996
Notes to Pro Forma Condensed Consolidated Financial Statements
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FISERV, INC.
------------
(Registrant)
By /S/ EDWARD P. ALBERTS
------------------------
EDWARD P. ALBERTS
Senior Vice President - Finance
Date: June 25, 1997
Description of Pro Forma Condensed Consolidated
Financial Statements (Unaudited)
On May 30, 1997, the Registrant (Fiserv) acquired all of the outstanding common
stock of BHC Financial, Inc., a Delaware corporation (BHC), in exchange for
5,683,769 shares of Common Stock, $.01 par value, of the Registrant.
The following unaudited pro forma condensed consolidated balance sheets combine
the condensed consolidated balance sheets of Fiserv and BHC as of December 31,
1996 and March 31, 1997. The following unaudited condensed consolidated
statements of income combine the condensed consolidated statements of income of
Fiserv and BHC for the year ended December 31, 1996 and the three month periods
ended March 31, 1997 and 1996. The pro forma information is based on the
historical financial statements of Fiserv and BHC, giving effect to the
transaction under the pooling of interests method of accounting, and the
assumptions and adjustments in the accompanying notes to the pro forma condensed
consolidated financial statements.
The pro forma condensed consolidated balance sheet as of December 31, 1996 and
the pro forma condensed consolidated statement of income for the year then ended
have been prepared by Fiserv management based upon the audited financial
statements of Fiserv and BHC for that year.
The pro forma condensed consolidated statements of income are not necessarily
indicative of the results that actually would have occurred if the acquisition
had occurred at the beginning of the period indicated or which may be obtained
in the future. The pro forma financial statements should be read in conjuction
with the audited financial statements of Fiserv for the year ended December 31,
1996, as included in its Form 10-K for that year, and in conjunction with the
audited financial statements of BHC for the year ended December 31, 1996,
included in its Form 10-K for that year.
Pro Forma Condensed Consolidated Balance Sheets
(Unaudited)
December 31, 1996 Fiserv BHC Adjustments Combined
Assets (In thousands)
Cash and cash equivalents $80,833 $15,288 $5,435 (B) $101,556
Accounts receivable 160,747 493,635 654,382
Receivable from brokers or dealers 227,199 227,199
and clearing organizations
Prepaid expenses and other assets 54,354 23,045 77,399
Trust account investments 970,553 970,553
Other investments 53,556 16,988 70,544
Deferred income taxes 32,083 32,083
Property and equipment-Net 143,661 4,752 148,413
Internally generated computer software-Net 70,487 70,487
Identifiable intangible assets relating
to acquisitions-Net 50,156 4,392 54,548
Goodwill-Net 292,089 292,089
---------------------------------------------------------
Total $1,908,519 $785,299 $5,435 $2,699,253
=========================================================
Liabilities and shareholders' equity
Short-term bank loans payable $33,200 $33,200
Payable to brokers or dealers 230,975 230,975
and clearing organizations
Payable to customers 366,421 366,421
Accounts payable $43,486 43,486
Accrued expenses 60,747 61,236 121,983
Accrued income taxes 7,510 7,510
Deferred revenues 46,089 46,089
Trust account deposits 970,553 970,553
Long-term debt 271,502 271,502
Other obligations 1,362 1,362
--------------------------------------------------------
Total liabilities 1,401,249 691,832 2,093,081
Shareholders' equity:
Common stock outstanding 453 8 49 (A) 510
Additional paid-in capital 323,268 39,582 (10,040) (A,B) 352,810
Unrealized gain on investments 18,621 18,621
Accumulated earnings 164,928 69,303 234,231
Treasury stock at cost (15,426) 15,426 (B)
---------------------------------------------------------
Total shareholders' equity 507,270 93,467 5,435 606,172
---------------------------------------------------------
Total $1,908,519 $785,299 $5,435 $2,699,253
=========================================================
See notes to pro forma condensed consolidated financial statements
Pro Forma Condensed Consolidated Balance Sheets
(Unaudited)
March 31, 1997 Fiserv BHC Adjustments Combined
Assets (In thousands)
Cash and cash equivalents $41,762 $21,880 $5,435 (B) $69,077
Accounts receivable 180,236 502,671 682,907
Receivable from brokers or dealers 295,324 295,324
and clearing organizations
Prepaid expenses and other assets 57,510 18,376 75,886
Trust account investments 1,135,577 1,135,577
Other investments 108,462 24,285 132,747
Deferred income taxes 30,391 30,391
Property and equipment-Net 146,843 4,431 151,274
Internally generated computer software-Net 71,438 71,438
Identifiable intangible assets relating
to acquisitions-Net 48,145 4,290 52,435
Goodwill-Net 290,195 290,195
-------------------------------------------------------
Total $2,110,559 $871,257 $5,435 $2,987,251
=======================================================
Liabilities and shareholders' equity
Short-term bank loans payable $55,400 $55,400
Payable to brokers or dealers 293,363 293,363
and clearing organizations
Payable to customers 377,259 377,259
Accounts payable $46,591 46,591
Accrued expenses 61,246 47,442 108,688
Accrued income taxes 7,531 7,531
Deferred revenues 53,587 53,587
Trust account deposits 1,133,690 1,133,690
Long-term debt 278,598 278,598
Other obligations 2,252 2,252
-------------------------------------------------------
Total liabilities 1,583,495 773,464 2,356,959
Shareholders' equity:
Common stock outstanding 454 8 49 (A) 511
Additional paid-in capital 325,194 39,582 (10,040) (A,B) 354,736
Unrealized gain on investments 18,576 18,576
Accumulated earnings 182,840 73,629 256,469
Treasury stock at cost (15,426) 15,426 (B)
------------------------------------------------------
Total shareholders' equity 527,064 97,793 5,435 630,292
------------------------------------------------------
Total $2,110,559 $871,257 $5,435 $2,987,251
======================================================
See notes to pro forma condensed consolidated financial statements
Proforma Condensed Consolidated Statements of Income
Unaudited)
Year ended December 31, 1996
FISERV BHC Adjustment Combined
(in thousands)
Revenues $798,268 $81,181 $879,449
------------------------------------------------
Cost of revenues:
Salaries, commissions and payroll
related costs 371,526 23,406 394,932
Data processing expenses, rentals and
telecommunication costs 90,919 90,919
Other operating expenses 145,230 25,650 170,880
Depreciation and amortization of
property and equipment 42,241 2,212 44,453
Purchased incomplete technology
Amortization of intangible assets 20,983 20,983
Amortization of internally generated
computer software-net 3,732 3,732
-----------------------------------------------
Total 674,631 51,268 725,899
-----------------------------------------------
Operating income 123,637 29,913 153,550
Interest expense - net 19,088 19,088
-----------------------------------------------
Income before income taxes 104,549 29,913 134,462
Income tax provision 42,865 11,889 54,754
-----------------------------------------------
Net income $61,684 $18,024 $79,708
===============================================
Net income per common and
common equivalent share $1.34 $1.53
===============================================
Shares used in computing net
income per share 46,198 5,848 (C) 52,046
===============================================
See notes to pro forma condensed consolidated financial statements
Proforma Condensed Consolidated Statements of Income
(Unaudited)
Three months ended March 31, 1996
FISERV BHC Adjustment Combined
(in thousands)
Revenues $194,710 $20,349 $215,059
Cost of revenues 164,205 12,121 176,326
--------------------------------------------------
Operating income 30,505 8,228 38,733
--------------------------------------------------
Income before income taxes 24,850 8,228 33,078
Income tax provision 10,189 3,256 13,445
-------------------------------------------------
Net income $14,661 $4,972 $19,633
=================================================
Net income per common and
common equivalent share $0.32 $0.38
=================================================
Shares used in computing net
income per share 45,919 6,212 (C) 52,131
=================================================
See notes to pro forma condensed consolidated financial statements
Proforma Condensed Consolidated Statements of Income
(Unaudited)
Three months ended March 31, 1997
FISERV BHC Adjustment Combined
(in thousands)
Revenues $206,450 $21,869 $228,319
Cost of revenues 172,214 14,308 186,522
-------------------------------------------------
Operating income 34,236 7,561 41,797
-------------------------------------------------
Income before income taxes 30,749 7,561 38,310
Income tax provision 12,607 3,046 15,653
-------------------------------------------------
Net income $18,142 $4,515 $22,657
=================================================
Net income per common and
common equivalent share $0.39 $0.43
=================================================
Shares used in computing net
income per share 46,544 5,827 (C) 52,371
=================================================
See notes to pro forma condensed consolidated financial statements
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(In thousands)
The following pro forma adjustments have been made for purposes of determining
the pro forma effects of the acquisition of BHC by Fiserv on a pooling of
interests accounting basis:
(A) Common stock $57
Common stock 8
Additional paid-in capital 49
To reflect the issuance of 5,684,000 shares of Fiserv common
stock in exchange for BHC common stock outstanding (see (C) below)
(B) Cash and cash equivalents $5,435
Additional paid-in capital 9,991
Treasury stock at cost 15,426
To reflect proceeds from sale of 165,000 treasury shares,
and the retirement of the remaining treasury shares
(C) Shares issuable have been determined as follows:
BHC common shares outstanding 6,500
Value at $33.50 a share 217,742
Fiserv shares to be issued at average
market price of $38.3094 per share 5,684
Shares used in computing net income per share have been increased
by the number of shares used in calculating BHC earnings per
share for the period multiplied by the exchange ratio ( .87446).
