Wisconsin | 0-14948 | 39-1506125 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. The exhibit set forth in the following Exhibit Index is being furnished herewith: |
Exhibit Number | Description | |
99.1 |
FISERV, INC. | ||||
Date: | October 31, 2018 | By: | /s/ Robert W. Hau | |
Robert W. Hau | ||||
Chief Financial Officer and Treasurer |
Exhibit 99.1 | ||
Press Release |
For more information contact: | |
Media Relations: Britt Zarling Vice President, Corporate Communications Fiserv, Inc. 678-375-1595 britt.zarling@fiserv.com | Investor Relations: Tiffany Willis Vice President, Investor Relations Fiserv, Inc. 678-375-4643 tiffany.willis@fiserv.com |
For Immediate Release |
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• | Adjusted revenue increased 1 percent to $1.35 billion in the third quarter and 2 percent to $4.07 billion in the first nine months of 2018 compared to the prior year periods. |
• | Internal revenue growth for the company was 5 percent in both the third quarter and first nine months of 2018 compared to the prior year periods, with 5 percent growth in the Payments segment and 4 percent growth in the Financial segment in each period. |
• | Adjusted earnings per share increased 23 percent to $0.75 in the third quarter and 26 percent to $2.26 in the first nine months of 2018 compared to the prior year periods. |
• | Adjusted operating margin was 31.6 percent in the third quarter of 2018 compared to 32.6 percent in the third quarter of 2017, and was 32.2 percent in the first nine months of 2018 compared to 32.4 percent in the first nine months of 2017. |
• | Free cash flow was $813 million in the first nine months of 2018 compared to $819 million in the prior year period. |
• | The company repurchased 5.6 million shares of common stock for $438 million in the third quarter, and 16.6 million shares of common stock for $1.23 billion in the first nine months of 2018. |
• | The company announced a new 30 million share repurchase authorization in the quarter and had 34.9 million remaining shares authorized for repurchase as of September 30, 2018. |
• | The company entered into an amended and restated credit facility that extended the maturity of its $2.0 billion revolving credit facility to September 2023. |
• | The company refinanced $2.0 billion of its debt through a September 2018 public offering of 5-year and 10-year senior notes with a weighted average interest rate of 4.0 percent and term of 7.5 years. |
• | Today, the company announced the completion of the acquisition of the debit card processing, ATM Managed Services and Money Pass® surcharge-free network of Elan Financial Services, a unit of U.S. Bancorp, for approximately $690 million. |
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Fiserv, Inc. | |||||||||||||||
Condensed Consolidated Statements of Income | |||||||||||||||
(In millions, except per share amounts, unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenue | |||||||||||||||
Processing and services | $ | 1,223 | $ | 1,199 | $ | 3,668 | $ | 3,563 | |||||||
Product | 189 | 201 | 604 | 617 | |||||||||||
Total revenue | 1,412 | 1,400 | 4,272 | 4,180 | |||||||||||
Expenses | |||||||||||||||
Cost of processing and services | 568 | 572 | 1,696 | 1,715 | |||||||||||
Cost of product | 181 | 174 | 551 | 531 | |||||||||||
Selling, general and administrative | 305 | 284 | 930 | 837 | |||||||||||
(Gain) loss on sale of businesses | 2 | — | (227 | ) | (10 | ) | |||||||||
Total expenses | 1,056 | 1,030 | 2,950 | 3,073 | |||||||||||
Operating income | 356 | 370 | 1,322 | 1,107 | |||||||||||
Interest expense | (47 | ) | (45 | ) | (137 | ) | (131 | ) | |||||||
Loss on early debt extinguishment | (8 | ) | — | (8 | ) | — | |||||||||
Non-operating income | 3 | — | 6 | 2 | |||||||||||
Income before income taxes and income from investments in unconsolidated affiliates | 304 | 325 | 1,183 | 978 | |||||||||||
Income tax provision | (78 | ) | (98 | ) | (290 | ) | (309 | ) | |||||||
Income from investments in unconsolidated affiliates | 1 | 5 | 8 | 31 | |||||||||||
Net income | $ | 227 | $ | 232 | $ | 901 | $ | 700 | |||||||
GAAP earnings per share - diluted | $ | 0.55 | $ | 0.54 | $ | 2.16 | $ | 1.62 | |||||||
Diluted shares used in computing earnings per share | 412.0 | 429.1 | 416.6 | 433.4 | |||||||||||
Earnings per share is calculated using actual, unrounded amounts. |
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Fiserv, Inc. | |||||||||||||||
Reconciliation of GAAP to | |||||||||||||||
Adjusted Net Income and Adjusted Earnings Per Share | |||||||||||||||
(In millions, except per share amounts, unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
GAAP net income | $ | 227 | $ | 232 | $ | 901 | $ | 700 | |||||||
Adjustments: | |||||||||||||||
Merger, integration and other costs 1 | 23 | 23 | 75 | 52 | |||||||||||
Severance costs | 3 | 3 | 15 | 22 | |||||||||||
Amortization of acquisition-related intangible assets | 40 | 39 | 120 | 117 | |||||||||||
Loss on early debt extinguishment 2 | 8 | — | 8 | — | |||||||||||
Lending Transaction impact 3 | — | (17 | ) | — | (34 | ) | |||||||||
Tax impact of adjustments 4 | (16 | ) | (15 | ) | (48 | ) | (51 | ) | |||||||
(Gain) loss on sale of businesses 5 | 2 | — | (227 | ) | (10 | ) | |||||||||
Tax impact of gain/loss on sale of businesses 4 | — | — | 77 | 5 | |||||||||||
Unconsolidated affiliate activities 6 | 4 | (5 | ) | 3 | (31 | ) | |||||||||
Tax impact of unconsolidated affiliate activities 4 | (1 | ) | 2 | (1 | ) | 11 | |||||||||
Tax reform 7 | 19 | — | 19 | — | |||||||||||
Adjusted net income | $ | 309 | $ | 262 | $ | 942 | $ | 781 | |||||||
GAAP earnings per share | $ | 0.55 | $ | 0.54 | $ | 2.16 | $ | 1.62 | |||||||
Adjustments - net of income taxes: | |||||||||||||||
Merger, integration and other costs 1 | 0.04 | 0.04 | 0.14 | 0.08 | |||||||||||
Severance costs | — | — | 0.03 | 0.03 | |||||||||||
Amortization of acquisition-related intangible assets | 0.08 | 0.06 | 0.23 | 0.18 | |||||||||||
Loss on early debt extinguishment 2 | 0.02 | — | 0.02 | — | |||||||||||
Lending Transaction impact 3 | — | (0.03 | ) | — | (0.05 | ) | |||||||||
(Gain) loss on sale of businesses 5 | — | — | (0.36 | ) | (0.01 | ) | |||||||||
Unconsolidated affiliate activities 6 | 0.01 | (0.01 | ) | — | (0.04 | ) | |||||||||
Tax reform 7 | 0.05 | — | 0.05 | — | |||||||||||
Adjusted earnings per share | $ | 0.75 | $ | 0.61 | $ | 2.26 | $ | 1.80 |
1 | Merger, integration and other costs include acquisition and related integration costs of $43 million in 2018 and $30 million in 2017, and certain costs associated with the achievement of the company's operational effectiveness objectives of $32 million in 2018 and $22 million in 2017, primarily consisting of expenses related to data center consolidation activities. |
2 | Represents the loss on early debt extinguishment associated with the company’s $246 million cash tender offer on its outstanding $450 million aggregate principal amount of 4.625% senior notes due October 2020. |
3 | Represents the earnings attributable to the disposed 55 percent interest of the company's Lending Solutions business. |
4 | The tax impact of adjustments is calculated using tax rates of 22 percent and 33 percent in 2018 and 2017, respectively, which approximates the company's annual effective tax rate for the respective years, exclusive of federal tax reform adjustments and the actual tax impacts associated with the gain/loss on sale of businesses and unconsolidated affiliate activities. |
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5 | Represents the (gain) loss on the Lending Transaction in 2018 and the sale of the company's Australian item processing business in 2017. |
6 | Represents the company's share of the net gains on the sales of businesses at StoneRiver and the company's share of amortization of acquisition-related intangible assets on the Lending Transaction. |
7 | Represents discrete income tax expense associated with new guidance issued in the third quarter by the Internal Revenue Service regarding federal tax reform. |
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Fiserv, Inc. | |||||||||||||||
Financial Results by Segment | |||||||||||||||
(In millions, unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Total Company | |||||||||||||||
Revenue | $ | 1,412 | $ | 1,400 | $ | 4,272 | $ | 4,180 | |||||||
Output Solutions postage reimbursements | (65 | ) | (65 | ) | (206 | ) | (204 | ) | |||||||
Deferred revenue purchase accounting adjustments | — | 2 | 3 | 4 | |||||||||||
Adjusted revenue | $ | 1,347 | $ | 1,337 | $ | 4,069 | $ | 3,980 | |||||||
Operating income | $ | 356 | $ | 370 | $ | 1,322 | $ | 1,107 | |||||||
Merger, integration and other costs | 24 | 23 | 78 | 52 | |||||||||||
Severance costs | 3 | 3 | 15 | 22 | |||||||||||
Amortization of acquisition-related intangible assets | 40 | 39 | 120 | 117 | |||||||||||
(Gain) loss on sale of businesses | 2 | — | (227 | ) | (10 | ) | |||||||||
Adjusted operating income | $ | 425 | $ | 435 | $ | 1,308 | $ | 1,288 | |||||||
Operating margin | 25.2 | % | 26.5 | % | 31.0 | % | 26.5 | % | |||||||
Adjusted operating margin | 31.6 | % | 32.6 | % | 32.2 | % | 32.4 | % | |||||||
Payments and Industry Products ("Payments") | |||||||||||||||
Revenue | $ | 844 | $ | 796 | $ | 2,523 | $ | 2,369 | |||||||
Output Solutions postage reimbursements | (65 | ) | (65 | ) | (206 | ) | (204 | ) | |||||||
Deferred revenue purchase accounting adjustments | — | 2 | 3 | 4 | |||||||||||
Adjusted revenue | $ | 779 | $ | 733 | $ | 2,320 | $ | 2,169 | |||||||
Operating income | $ | 267 | $ | 253 | $ | 807 | $ | 750 | |||||||
Merger, integration and other costs | — | 1 | 2 | 3 | |||||||||||
Adjusted operating income | $ | 267 | $ | 254 | $ | 809 | $ | 753 | |||||||
Operating margin | 31.5 | % | 31.7 | % | 32.0 | % | 31.6 | % | |||||||
Adjusted operating margin | 34.2 | % | 34.6 | % | 34.9 | % | 34.7 | % | |||||||
Financial Institution Services ("Financial") | |||||||||||||||
Revenue | $ | 574 | $ | 619 | $ | 1,780 | $ | 1,862 | |||||||
Operating income | $ | 187 | $ | 204 | $ | 590 | $ | 614 | |||||||
Operating margin | 32.7 | % | 33.1 | % | 33.2 | % | 33.0 | % | |||||||
Corporate and Other | |||||||||||||||
Revenue | $ | (6 | ) | $ | (15 | ) | $ | (31 | ) | $ | (51 | ) | |||
Operating loss | $ | (98 | ) | $ | (87 | ) | $ | (75 | ) | $ | (257 | ) | |||
Merger, integration and other costs | 24 | 22 | 76 | 49 | |||||||||||
Severance costs | 3 | 3 | 15 | 22 | |||||||||||
Amortization of acquisition-related intangible assets | 40 | 39 | 120 | 117 | |||||||||||
(Gain) loss on sale of businesses | 2 | — | (227 | ) | (10 | ) | |||||||||
Adjusted operating loss | $ | (29 | ) | $ | (23 | ) | $ | (91 | ) | $ | (79 | ) | |||
See page 3 for disclosures related to the use of non-GAAP financial measures. | |||||||||||||||
Operating margin percentages are calculated using actual, unrounded amounts. |
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Fiserv, Inc. | |||||||
Condensed Consolidated Statements of Cash Flows | |||||||
(In millions, unaudited) | |||||||
Nine Months Ended September 30, | |||||||
2018 | 2017 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 901 | $ | 700 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and other amortization | 286 | 213 | |||||
Amortization of acquisition-related intangible assets | 120 | 117 | |||||
Share-based compensation | 54 | 48 | |||||
Deferred income taxes | 105 | 20 | |||||
Gain on sale of businesses | (227 | ) | (10 | ) | |||
Loss on early debt extinguishment | 8 | — | |||||
Income from investments in unconsolidated affiliates | (8 | ) | (31 | ) | |||
Dividends from unconsolidated affiliates | 1 | 44 | |||||
Non-cash impairment charges | 3 | 17 | |||||
Other operating activities | — | (4 | ) | ||||
Changes in assets and liabilities, net of effects from acquisitions and dispositions: | |||||||
Trade accounts receivable | (29 | ) | 23 | ||||
Prepaid expenses and other assets | (63 | ) | (48 | ) | |||
Contract costs | (107 | ) | (20 | ) | |||
Accounts payable and other liabilities | 48 | (9 | ) | ||||
Contract liabilities | (111 | ) | (45 | ) | |||
Net cash provided by operating activities | 981 | 1,015 | |||||
Cash flows from investing activities | |||||||
Capital expenditures, including capitalization of software costs | (263 | ) | (208 | ) | |||
Proceeds from sale of businesses | 419 | 19 | |||||
Payments for acquisitions of businesses, net of cash acquired | — | (383 | ) | ||||
Purchases of investments | — | (10 | ) | ||||
Other investing activities | (13 | ) | 7 | ||||
Net cash provided by (used in) investing activities | 143 | (575 | ) | ||||
Cash flows from financing activities | |||||||
Debt proceeds | 3,627 | 1,946 | |||||
Debt repayments, including redemption and other costs | (3,256 | ) | (1,410 | ) | |||
Proceeds from issuance of treasury stock | 60 | 65 | |||||
Purchases of treasury stock, including employee shares withheld for tax obligations | (1,254 | ) | (1,016 | ) | |||
Other financing activities | 4 | — | |||||
Net cash used in financing activities | (819 | ) | (415 | ) | |||
Net change in cash and cash equivalents | 305 | 25 | |||||
Net cash flows from discontinued operations | 43 | — | |||||
Cash and cash equivalents, beginning balance | 325 | 300 | |||||
Cash and cash equivalents, ending balance | $ | 673 | $ | 325 | |||
Certain prior period amounts have been reclassified to conform to current period presentation. |
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Fiserv, Inc. | |||||||
Condensed Consolidated Balance Sheets | |||||||
(In millions, unaudited) | |||||||
September 30, 2018 | December 31, 2017 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 673 | $ | 325 | |||
Trade accounts receivable – net | 949 | 997 | |||||
Prepaid expenses and other current assets | 716 | 603 | |||||
Assets held for sale | — | 50 | |||||
Total current assets | 2,338 | 1,975 | |||||
Property and equipment – net | 385 | 390 | |||||
Intangible assets – net | 1,802 | 1,882 | |||||
Goodwill | 5,450 | 5,590 | |||||
Contract costs – net | 410 | 84 | |||||
Other long-term assets | 363 | 368 | |||||
Total assets | $ | 10,748 | $ | 10,289 | |||
Liabilities and Shareholders' Equity | |||||||
Accounts payable and accrued expenses | $ | 1,551 | $ | 1,359 | |||
Current maturities of long-term debt | 452 | 3 | |||||
Contract liabilities | 317 | 576 | |||||
Total current liabilities | 2,320 | 1,938 | |||||
Long-term debt | 4,823 | 4,897 | |||||
Deferred income taxes | 715 | 552 | |||||
Long-term contract liabilities | 75 | 54 | |||||
Other long-term liabilities | 154 | 117 | |||||
Total liabilities | 8,087 | 7,558 | |||||
Shareholders' equity | 2,661 | 2,731 | |||||
Total liabilities and shareholders' equity | $ | 10,748 | $ | 10,289 | |||
Certain prior period amounts have been reclassified to conform to current period presentation. |
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Internal Revenue Growth 1 | Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2018 | ||
Payments Segment | 5% | 5% | ||
Financial Segment | 4% | 4% | ||
Total Company | 5% | 5% |
1 | Internal revenue growth is measured as the increase in adjusted revenue (see page 9) for the current period excluding acquired revenue and revenue attributable to dispositions, divided by adjusted revenue from the prior year period excluding revenue attributable to dispositions. Revenue attributable to dispositions includes transition services revenue within Corporate and Other. |
Free Cash Flow | Nine Months Ended September 30, | |||||||
2018 | 2017 | |||||||
Net cash provided by operating activities | $ | 981 | $ | 1,015 | ||||
Capital expenditures | (263 | ) | (208 | ) | ||||
Adjustments: | ||||||||
Severance, merger and integration payments | 80 | 65 | ||||||
StoneRiver cash distributions | (1 | ) | (44 | ) | ||||
Tax reform payments | 23 | — | ||||||
Other | — | (3 | ) | |||||
Tax payments on adjustments | (7 | ) | (6 | ) | ||||
Free cash flow | $ | 813 | $ | 819 |
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2017 GAAP income from continuing operations | $ | 1,232 | |
Adjustments: | |||
Merger, integration and other costs 1 | 74 | ||
Severance costs | 24 | ||
Amortization of acquisition-related intangible assets | 159 | ||
Tax impact of adjustments 2 | (85 | ) | |
Gain on sale of business 3 | (10 | ) | |
Tax impact of gain on sale of business 2 | 5 | ||
StoneRiver transactions 4 | (32 | ) | |
Tax impact of StoneRiver transactions 2 | 11 | ||
Tax benefit 5 | (275 | ) | |
2017 adjusted net income | $ | 1,103 | |
2017 GAAP earnings per share from continuing operations | $ | 2.86 | |
Adjustments | (0.30 | ) | |
2017 adjusted earnings per share | 2.56 | ||
Lending Transaction impact | (0.08 | ) | |
2017 adjusted earnings per share, as adjusted for the Lending Transaction | $ | 2.48 | |
2018 adjusted earnings per share outlook | $3.10 - $3.15 | ||
2018 adjusted earnings per share growth outlook | 25% - 27% | ||
1 Merger, integration and other costs include acquisition and related integration costs of $47 million and certain costs associated with the achievement of the company's operational effectiveness objectives of $27 million, including expenses related to data center consolidation activities. | |||
2 The tax impact of adjustments is calculated using a tax rate of 33 percent, which approximates the company's annual effective tax rate in 2017, exclusive of discrete income tax benefits associated with The Tax Cuts and Jobs Act and the actual tax impacts associated with StoneRiver transactions and the gain on sale of business. | |||
3 Represents the gain on the sale of the company's Australian item processing business. | |||
4 Represents the company's share of net gains on the disposition of a business at StoneRiver. | |||
5 Represents discrete income tax benefits associated with The Tax Cuts and Jobs Act enacted in December 2017. | |||
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