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EX-99.2 - EX-99.2 - FIRST DATA CORPa12-10966_1ex99d2.htm

Exhibit 99.1

 

GRAPHIC

 

First Data Reports First Quarter 2012 Financial Results

 

·                  First quarter 2012 consolidated revenue of $2.6 billion, up 1%; adjusted revenue of $1.6 billion, up 5%

·                  First quarter net loss attributable to First Data improved $65 million; adjusted EBITDA up 18%

·                  Ended the quarter with $1.5 billion in unrestricted liquidity

·                  Extended maturity dates on $3.2 billion in debt to 2017 and beyond

 

ATLANTA, May 2, 2012 — First Data Corporation today reported its financial results for the first quarter ended March 31, 2012. Consolidated revenue for the first quarter was $2.6 billion, up $20 million, or 1%, compared to a year ago on an increase in merchant acquiring revenue partially offset by a $71 million decline in debit network fees. These fees are passed directly to customers and therefore did not impact operating income. Adjusted revenue, which excludes certain items including debit network fees, increased $78 million, or 5% year-over-year to $1.6 billion.

 

For the first quarter, the net loss attributable to First Data was $153 million, compared to a loss of $217 million a year ago. The change was largely driven by a $110 million improvement in operating income. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) was $551 million, up $83 million, or 18%, compared to $468 million in the first quarter of 2011, driven by revenue growth in the U.S. business and cost reductions across the segments.

 

For the quarter, the company had a net use of $54 million in cash flows from operations driven by a $142 million increase in interest payments compared to a year ago. The company finished the quarter with $1.5 billion in unrestricted liquidity—$74 million in cash available for corporate use plus $1.4 billion under the revolving credit facility.

 

“For the second quarter in a row, First Data achieved double-digit EBITDA growth on an expanding top-line, supported by improving trends in the U.S. economy, and cost management,” said Chief Executive Officer Jonathan J. Judge. “Our scale, our people and our strong relationships with both merchants and financial institutions drove great results this quarter, and we are positioned to continue to benefit from emerging opportunities in mobile commerce and secular payments growth.”

 

1



 

Segment Results

 

Retail and Alliance Services segment revenue for the first quarter was $847 million, up $82 million, or 11%, compared to $765 million in 2011. Merchant revenue was up 17% driven by lower debit interchange rates, new processing revenue from the Bank of America Merchant Services alliance and volume growth. Transaction growth was 6%, credit mix was stable at 72% and regional average ticket was $69, down slightly compared to a year ago. Product revenue was down 3% as flat results in prepaid were offset by declining check-processing as consumers migrate from checks to electronic payments. Segment EBITDA was $352 million, up $66 million, or 23%, compared to 2011 driven primarily by revenue growth. Margin for the first quarter improved to 42%, up 420 basis points. During the quarter, Retail and Alliance Services added 2 new revenue sharing agreements, 3 bank referral agreements and 13 new independent sales organizations.

 

Financial Services segment revenue for the first quarter was $346 million, up $8 million, or 2%, compared to $338 million in the same quarter of 2011, as new business and volume growth offset lost business and price compression. Active card accounts on file were up 17% compared to the prior year, primarily driven by a new customer conversion. Debit issuer transactions were up 1%, impacted by a large customer deconversion. Underlying growth was 12% absent this impact. Segment EBITDA was $157 million, up $20 million, or 15%, compared to $137 million in 2011. Expenses declined by $12 million compared to a year ago driven primarily by lower technology and operations costs. Margin for the first quarter improved to 46%, up 500 basis points. During the quarter, Financial Services renewed more than 250 contracts with financial institutions.

 

International segment revenue for the first quarter was $405 million, down $10 million, or 3%, compared to $415 million in the prior year. On a constant currency basis, segment revenue was flat. Merchant acquiring revenue, on a constant currency basis, grew 3% on higher transaction volumes and terminal sales. Issuing revenue, on a constant currency basis, declined 3% as lost business and product mix shifts away from lower margin revenue was partially offset by higher volumes and new business. Segment EBITDA was $95 million, up $3 million, or 4%, compared to $92 million in 2011, due to cost reductions. Margin improved to 24% compared to a year ago.

 

Recent Events

 

Debt Amendment and Extension

On March 13, 2012, the company entered into an amendment and extension agreement that extended $3.2 billion of the senior secured term loans previously maturing in September 2014 to March 2017. In connection with the amendment and extension, on March 23, 2012, the company issued $845 million in senior secured notes with a coupon of 7.375% due in 2019, the proceeds of which were used to repay a portion of the $3.2 billion in senior secured term loans and to extend the company’s debt maturity profile. Since August 2010, the company has extended $15 billion of debt previously maturing in 2014 and 2015 to 2017 and beyond.

 

2



 

First Data and SunTrust Extend Successful Merchant Processing Relationship
In January, First Data and SunTrust Banks, Inc. (NYSE: STI), one of the nation’s largest banking organizations, announced a long-term renewal of their merchant services partnership, SunTrust Merchant Services, LLC. The joint venture currently serves more than 67,000 merchant locations and processes more than $29 billion in card volume every year. Under terms of the agreement, First Data will continue managing day-to-day operations, risk management and merchant sales activities, while SunTrust will continue to build upon the growth of the business through its client-facing channels, including its retail branch network of more than 1,650 locations throughout the Southeast and Mid-Atlantic regions and wholesale-relationship sales force.

 

First Data Launches OfferWise Solution
First Data announced the availability of the First DataSM OfferWiseSM solution, a new open platform that dramatically simplifies the offer redemption process for consumers and merchants as a part of First Data’s vision to deliver Universal Commerce. The First Data OfferWise solution allows offer publishers to electronically attach offers such as deals, eCoupons and loyalty programs to one or more of a consumer’s payment cards or mobile wallet to enable streamlined and automatic redemption of the offer at the point of sale (POS). First Data is currently piloting its OfferWise solution with dozens of merchants and it will be made available to its more than four million U.S. merchant locations.

 

Non-GAAP Measures

 

In certain circumstances, results have been presented that are non-GAAP (generally accepted accounting principles) measures and should be viewed in addition to, and not in lieu of, the company’s reported results. Reconciliations to comparable GAAP measures are available in the accompanying schedules and in the “Investor Relations” section of the company’s website at investor.firstdata.com.

 

Investor Conference Call

 

The company will host an investor conference call and webcast on Wednesday, May 2, 2012 at 10 a.m. EDT to review first quarter 2012 financial results. First Data Chief Financial Officer Ray Winborne will lead the call and will be joined by Chief Executive Officer Jonathan J. Judge.

 

The webcast of the call and accompanying slide presentation will be available on the “Investor Relations” section of the First Data website at investor.firstdata.com.

 

To listen to the call, dial 888-679-8037 (U.S.) or 617-213-4849 (outside the U.S.); pass code 70074409, at least 10 minutes prior to the start of the call.

 

A replay of the call will be available through May 16, 2012, at 888-286-8010 (U.S.) or 617-801-6888 (outside the U.S.), pass code 51914809 and via webcast at investor.firstdata.com

 

Please note: All statements made by First Data officers on this call are the property of First Data and subject to copyright protection. Other than the replay, First Data has not authorized, and disclaims responsibility for, any recording, replay or distribution of any transcription of this call.

 

3



 

Around the world, every second of every day, First Data makes payment transactions secure, fast and easy for merchants, financial institutions and their customers. First Data leverages its vast product portfolio and expertise to drive customer revenue and profitability. Whether the choice of payment is by debit or credit card, gift card, check or mobile phone, online or at the checkout counter, First Data takes every opportunity to go beyond the transaction.

 

Contact:

 

Chip Swearngan

Senior Vice President, Communications and Investor Relations

First Data

404-890-3000

chip.swearngan@firstdata.com

 

4



 

FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

 

 

 

Three months ended March 31,

 

 

 

 

 

2012

 

2011

 

Change

 

Revenues:

 

 

 

 

 

 

 

Transaction and processing service fees (a):

 

 

 

 

 

 

 

Merchant related services

 

$

920.5

 

$

833.0

 

11

%

Check services

 

78.0

 

84.0

 

-7

%

Card services

 

429.9

 

429.6

 

0

%

Other services

 

124.9

 

136.4

 

-8

%

Product sales and other

 

203.4

 

196.9

 

3

%

Reimbursable debit network fees, postage and other

 

807.3

 

864.3

 

-7

%

 

 

2,564.0

 

2,544.2

 

1

%

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Cost of services (exclusive of items shown below)

 

695.4

 

716.5

 

-3

%

Cost of products sold

 

85.0

 

90.8

 

-6

%

Selling, general and administrative

 

446.5

 

411.7

 

8

%

Reimbursable debit network fees, postage and other

 

807.3

 

864.3

 

-7

%

Depreciation and amortization

 

309.1

 

341.8

 

-10

%

Other operating expenses:

 

 

 

 

 

 

 

Restructuring, net

 

3.7

 

12.6

 

NM

 

 

 

2,347.0

 

2,437.7

 

-4

%

Operating profit

 

217.0

 

106.5

 

104

%

 

 

 

 

 

 

 

 

Interest income

 

2.5

 

1.9

 

32

%

Interest expense

 

(461.1

)

(442.3

)

4

%

Other income (expense) (b)

 

(8.2

)

(26.3

)

NM

 

 

 

(466.8

)

(466.7

)

0

%

 

 

 

 

 

 

 

 

Loss before income taxes and equity earnings in affiliates

 

(249.8

)

(360.2

)

-31

%

 

 

 

 

 

 

 

 

Income tax benefit

 

(108.2

)

(148.0

)

-27

%

Equity earnings in affiliates (a)

 

27.5

 

27.7

 

-1

%

Net loss

 

(114.1

)

(184.5

)

-38

%

Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests

 

38.4

 

32.6

 

18

%

Net loss attributable to First Data Corporation

 

$

(152.5

)

$

(217.1

)

-30

%

 

(See accompanying notes)

 

5



 

FIRST DATA CORPORATION

SUMMARY SEGMENT DATA

(Unaudited)

(in millions)

 

 

 

Three months ended March 31,

 

 

 

 

 

2012

 

2011

 

Change

 

Segment Revenues (c):

 

 

 

 

 

 

 

Retail and Alliance Services

 

$

847.3

 

$

764.8

 

11

%

Financial Services

 

345.6

 

337.6

 

2

%

International

 

404.9

 

415.3

 

-3

%

Subtotal segment revenues

 

1,597.8

 

1,517.7

 

5

%

All Other and Corporate

 

35.9

 

39.8

 

-10

%

Adjustments to reconcile to Adjusted revenue:

 

 

 

 

 

 

 

Official check and money order revenues (d)

 

(4.0

)

(2.9

)

NM

 

Eliminations of intersegment revenues

 

(14.3

)

(17.3

)

NM

 

Adjusted revenue

 

1,615.4

 

1,537.3

 

5

%

 

 

 

 

 

 

 

 

Adjustments to reconcile to Consolidated revenues (e):

 

 

 

 

 

 

 

Adjustments for non-wholly-owned entities (f)

 

21.1

 

48.0

 

NM

 

Official check and money order revenues (d)

 

4.0

 

2.9

 

NM

 

ISO commission expense (g)

 

116.2

 

91.7

 

NM

 

Reimbursable debit network fees, postage and other

 

807.3

 

864.3

 

-7

%

Consolidated revenues

 

$

2,564.0

 

$

2,544.2

 

1

%

 

 

 

 

 

 

 

 

Segment EBITDA (h):

 

 

 

 

 

 

 

Retail and Alliance Services

 

$

352.0

 

$

285.5

 

23

%

Financial Services

 

157.4

 

136.7

 

15

%

International

 

95.4

 

91.7

 

4

%

Subtotal segment EBITDA

 

604.8

 

513.9

 

18

%

All Other and Corporate

 

(54.1

)

(46.1

)

17

%

Adjusted EBITDA

 

550.7

 

467.8

 

18

%

 

 

 

 

 

 

 

 

Adjustments to reconcile to Net loss attributable to

 

 

 

 

 

 

 

First Data Corporation (e):

 

 

 

 

 

 

 

Adjustments for non-wholly-owned entities (f)

 

(3.7

)

13.2

 

NM

 

Depreciation and amortization

 

(309.1

)

(341.8

)

-10

%

Interest expense

 

(461.1

)

(442.3

)

4

%

Interest income

 

2.5

 

1.9

 

32

%

Other items (i)

 

(14.0

)

(44.4

)

NM

 

Income tax benefit

 

108.2

 

148.0

 

-27

%

Stock based compensation

 

(3.6

)

(4.1

)

-12

%

Official check and money order EBITDA (d)

 

1.7

 

0.1

 

NM

 

Costs of alliance conversions (j)

 

(11.5

)

(6.3

)

NM

 

KKR related items (k)

 

(8.4

)

(9.2

)

NM

 

Debt issuance costs (l)

 

(4.2

)

 

NM

 

Net loss attributable to First Data Corporation

 

$

(152.5

)

$

(217.1

)

-30

%

 

 

 

 

 

 

 

 

Segment depreciation and amortization (a):

 

 

 

 

 

 

 

Retail and Alliance Services

 

$

136.6

 

$

155.7

 

-12

%

Financial Services

 

89.9

 

86.7

 

4

%

International

 

73.6

 

74.0

 

-1

%

Subtotal segment depreciation and amortization

 

300.1

 

316.4

 

-5

%

All Other and Corporate

 

12.9

 

12.4

 

4

%

 

 

313.0

 

328.8

 

-5

%

Adjustments to reconcile to consolidated depreciation and amortization:

 

 

 

 

 

 

 

Adjustments for non-wholly-owned entities (f)

 

26.6

 

28.7

 

NM

 

Amortization of initial payments for new contracts

 

9.8

 

9.6

 

2

%

Total consolidated depreciation and amortization

 

$

349.4

 

$

367.1

 

-5

%

 

(See accompanying notes)

 

6



 

FIRST DATA CORPORATION

NOTES TO FINANCIAL SCHEDULES

(Unaudited)

 


(a)

Includes amortization of initial payments for new contracts (presented in “Summary Segment Data”), which is recorded as a contra-revenue within “Transaction and processing service fees” and amortization related to equity method investments, which is netted within the “Equity earnings in affiliates” line of $30.5 million and $15.7 million for the three months ended March 31, 2012 and 2011, respectively.

(b)

Other income (expense) includes investment gains and (losses), derivative financial instruments gains and (losses) and non-operating foreign currency gains and (losses) as applicable to the periods presented.

(c)

Segment revenue is adjusted to exclude reimbursable debit network fees, postage and other. Retail and Alliance Services segment revenue is further adjusted to present results on a proportionate consolidation basis and to reflect the Independent Sales Organization commissions classified as expense on a contra-revenue basis.

(d)

Represents an adjustment to exclude the official check and money order businesses from revenue and EBITDA due to the Company’s wind down of these businesses.

(e)

Reconciles “Adjusted revenue” to “Consolidated revenues” or “Adjusted EBITDA” to “Net loss attributable to First Data Corporation” as reported on the Consolidated Statements of Operations.

(f)

Net adjustment to reflect First Data’s proportionate share of alliance revenue and EBITDA within the Retail and Alliance Services segment and amortization related to equity method investments not included in segment EBITDA.

(g)

Independent Sales Organization commissions are presented as contra-revenue for Retail and Alliance Services segment revenue reporting purposes while certain of such commissions are reflected as expense in the Consolidated Statements of Operations.

(h)

Segment EBITDA represents earnings before net interest expense, income taxes, depreciation and amortization. Retail and Alliance Services segment EBITDA is presented on a proportionate consolidation basis. Segment EBITDA excludes the adjustments to reconcile to “Net loss attributable to First Data Corporation.”

(i)

Includes restructuring, litigation and regulatory settlements and impairments as applicable to the periods presented and “Other income (expense)” as presented in the Consolidated Statements of Operations.

(j)

Costs of alliance conversions primarily represent costs directly associated with the termination of the Chase Paymentech alliance and expenses related to the conversion of certain Banc of America Merchant Services alliance merchant clients onto First Data platforms for the three months ended March 31, 2011. Effective October 1, 2011, First Data and Bank of America N.A. (“the Bank”) jointly decided to have First Data operate the Bank’s legacy settlement platform. Costs associated with the revised strategy are also included in this line item.

(k)

Represents KKR annual sponsorship fees for management, financial and other advisory services.

(l)

Debt issuance costs represent costs associated with issuing debt and modifying the Company’s debt structure.

 

7



 

FIRST DATA CORPORATION

SELECTED CONSOLIDATED BALANCE SHEET AND CASH FLOW AND OTHER DATA

(in millions)

 

SELECTED CONSOLIDATED BALANCE SHEET DATA

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

329.2

 

$

485.7

 

Current settlement assets

 

12,107.2

 

10,658.3

 

Long-term settlement assets

 

170.7

 

181.0

 

Total assets

 

41,420.1

 

40,276.3

 

 

 

 

 

 

 

Short-term and current portion of long-term borrowings

 

191.9

 

133.4

 

Settlement obligations

 

12,273.0

 

10,837.8

 

Long-term borrowings

 

22,544.2

 

22,521.7

 

Total liabilities

 

38,005.3

 

36,800.9

 

 

 

 

 

 

 

Redeemable Noncontrolling Interest

 

66.2

 

67.4

 

 

 

 

 

 

 

Total First Data Corporation stockholder’s equity

 

52.9

 

96.6

 

Noncontrolling interests

 

3,295.7

 

3,311.4

 

Total equity

 

3,348.6

 

3,408.0

 

 

SELECTED CONSOLIDATED CASH FLOW DATA

 

 

 

Three months ended
March 31,

 

Three months ended
March 31,

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Source/(Use) of cash

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(54.2

)

$

108.4

 

Net cash used in investing activities

 

(110.9

)

(107.8

)

Net cash provided by (used in) financing activities

 

5.2

 

(178.7

)

 

 

 

 

 

 

Supplemental cash flow data

 

 

 

 

 

Cash interest payments on long-term debt (a)

 

495

 

353

 

 

ESTIMATED CASH INTEREST PAYMENTS ON LONG-TERM DEBT FOR 2012 and 2013 (a) (b) 

 

 

 

Estimated

 

 

 

cash interest payments

 

 

 

on Long-term Debt (c)

 

 

 

(Unaudited)

 

Three months ended 

 

 

 

March 31, 2012 (actual)

 

$

495

 

June 30, 2012

 

415

 

September 30, 2012

 

505

 

December 31, 2012

 

380

 

 

 

$

1,795

 

 

 

 

 

Year ended December 31, 2013

 

$

1,680

 

 


(a)     For purposes of this schedule, long-term debt excludes interest on capital leases.

(b)    This schedule includes estimates regarding First Data Corporation’s business which are not historical facts but are “forward-looking statements.”  Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions.  Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (i) changes in interest rates associated with the Company’s variable rate debt that are materially different than the current LIBOR forward rates; (ii) changes in foreign currency exchange rates related to the Company’s euro denominated debt; and (iii) the impact of further debt modifications or issuance of new debt.

(c)     The Company has an option to pay certain portions of its interest obligations “in kind” as an increase in principal rather than in cash.  These amounts represent the amount of cash projected to be paid if the Company opts to pay its entire interest obligation for 2012 and 2013 in cash.

 

8



 

 

FIRST DATA CORPORATION

FINANCIAL COVENANT CALCULATION

(Unaudited)

 

As of March 31, 2012, the Company is in compliance with all applicable covenants, including its sole financial covenant with Consolidated Senior Secured Debt of $12,344.3 million, Consolidated EBITDA of $2,847.9 million and a Ratio of 4.33 to 1.00.

 

The calculation of Consolidated EBITDA under the senior secured term loan facility is as follows (in millions):

 

 

 

Last twelve months ended
March 31, 2012

 

Net loss attributable to First Data Corporation

 

$

(451.5

)

Interest expense, net (1)

 

1,843.3

 

Income tax benefit

 

(230.3

)

Depreciation and amortization (2)

 

1,326.5

 

EBITDA (15)

 

2,488.0

 

 

 

 

 

Stock based compensation (3)

 

16.4

 

Restructuring, net (4)

 

37.5

 

Divestitures, net (5)

 

(57.4

)

Derivative financial instruments (gains) and losses (6)

 

(65.8

)

Official check and money order EBITDA (7)

 

(1.1

)

Cost of alliance conversions and other technology initiatives (8)

 

44.3

 

KKR related items (9)

 

24.5

 

Debt issuance costs (10)

 

7.4

 

Projected near-term cost savings and revenue enhancements (11)

 

158.0

 

Net Income attributable to noncontrolling interests and redeemable noncontrolling interests (12)

 

185.8

 

Equity entities taxes, depreciation and amortization (13)

 

16.1

 

Other (14)

 

(5.8

)

Consolidated EBITDA (15)

 

$

2,847.9

 

 


(1)

Includes interest expense and interest income.

(2)

Includes amortization of initial payments for new contracts which is recorded as a contra-revenue within “Transaction and processing service fees” of $42.7 million and amortization related to equity method investments which is netted within the “Equity earnings in affiliates” line of $71.5 million.

(3)

Stock based compensation recognized as expense.

(4)

Restructuring charges in connection with management’s alignment of the business with strategic objectives.

(5)

Due mostly to a gain recognized upon disposition of the Company’s controlling interest in a business, in connection with the formation of an alliance.

(6)

Represents fair market value adjustments for cross currency swaps and interest rate swaps that are not designated as accounting hedges.

(7)

Represents an adjustment to exclude the official check and money order businesses from EBITDA due to FDC’s wind down of these businesses.

(8)

Represents costs directly associated with the termination of the Chase Paymentech alliance and expenses related to the conversion of certain Banc of America Merchant Services alliance merchant clients onto First Data platforms, all of which are considered business optimization projects, and other technology initiatives. Effective October 1, 2011, First Data and Bank of America N.A. (“the Bank”) jointly decided to have First Data operate the Bank’s legacy settlement platform. Costs associated with the revised strategy are also included in this line item.

(9)

Represents KKR annual sponsorship fees for management, financial and other advisory services.

(10)

Debt issuance costs represent non-capitalized costs associated with issuing debt and modifying FDC’s debt structure.

(11)

Reflects cost savings and revenue enhancements projected to be achieved within twelve months on an annualized basis. Includes cost savings initiatives associated with the business optimization projects and other technology initiatives described in Note 8, the BAMS alliance, operations and technology initiatives, headcount reductions and other addressable spend reductions.

(12)

Net income attributable to noncontrolling interests and redeemable noncontrolling interests in restricted subsidiaries.

(13)

Represents FDC’s proportional share of income taxes, depreciation and amortization on equity method investments.

(14)

Includes items such as non operating foreign currency gains and losses, litigation and regulatory settlements, impairments and other as applicable to the period presented.

 

9



 

(15)

EBITDA is defined as net income (loss) attributable to First Data Corporation before net interest expense, income taxes, depreciation and amortization. EBITDA is not a recognized term under U.S. generally accepted accounting principles (“GAAP”) and does not purport to be an alternative to net income (loss) attributable to First Data Corporation as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentation of EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of FDC’s results as reported under GAAP. Management believes EBITDA is helpful in highlighting trends because EBITDA excludes the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

 

 

 

 

 

Consolidated EBITDA (or debt covenant EBITDA) is defined as EBITDA adjusted to exclude certain non-cash items, non-recurring items that FDC does not expect to continue at the same level in the future and certain items management believes will impact future operating results and adjusted to include near-term cost savings projected to be achieved within twelve months on an annualized basis (see Note 8 above). Consolidated EBITDA is further adjusted to add net income attributable to noncontrolling interests and redeemable noncontrolling interests of certain non-wholly-owned subsidiaries and exclude other miscellaneous adjustments that are used in calculating covenant compliance under the agreements governing FDC’s senior unsecured debt and/or senior secured credit facilities. The Company believes that the inclusion of supplementary adjustments to EBITDA are appropriate to provide additional information to investors about items that will impact the calculation of EBITDA that is used to determine covenant compliance under the agreements governing FDC’s senior unsecured debt and/or senior secured credit facilities. Since not all companies use identical calculations, this presentation of Consolidated EBITDA may not be comparable to other similarly titled measures of other companies.

 

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FIRST DATA CORPORATION

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

(in millions)

 

Management believes the following non-GAAP measures provide meaningful supplemental information to assist investors in understanding our financial results and to better analyze trends in our underlying business as well as evaluate our ability to service our debt.  Management uses these measures to evaluate our operating performance and our segments.  Management believes these non-GAAP measurements are useful in highlighting trends because they exclude the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.  Additionally, we believe the inclusion of supplementary adjustments applied in presenting Adjusted EBITDA, described below, are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.  Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.  Since management finds these measures useful, we believe that our investors will benefit from seeing the Company’s results through the eyes of management in addition to seeing our GAAP results.

 

Adjusted revenue represents the sum of Segment revenue (as defined in Note (c) to the Financial Schedules) and All Other and Corporate revenue as adjusted to exclude revenue related to the official check and money order businesses due to the wind down of these businesses and to reflect elimination of intersegment revenues.  Adjusted EBITDA represents the sum of Segment EBITDA (as defined in Note (h) to the Financial Schedules) and All Other and Corporate EBITDA.  Adjusted revenue and Adjusted EBITDA are reconciled to the most directly comparable GAAP financial measures on the Summary Segment Data schedules.  Non-GAAP measures for the International segment adjust for the change in foreign currency exchange rates.  Management believes that these non-GAAP measures provide insight into the Company’s core performance.

 

These non-GAAP financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial measures.  The non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the reconciliation to the corresponding GAAP financial measures, provide a more complete understanding of our business.  Investors are strongly encouraged to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.  A reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures is included below.

 

 

 

Three months ended March 31,

 

 

 

2012

 

2011

 

Change

 

International

 

 

 

 

 

 

 

Segment revenue

 

$

404.9

 

$

415.3

 

-3

%

Foreign exchange impact (1)

 

9.5

 

 

 

 

Segment revenue on a constant currency basis

 

$

414.4

 

$

415.3

 

0

%

 

 

 

Three months ended March 31,

 

 

 

2012

 

2011

 

Change

 

International

 

 

 

 

 

 

 

Segment revenue - merchant acquiring

 

$

182.4

 

$

184.4

 

-1

%

Foreign exchange impact (1)

 

7.0

 

 

 

 

Segment revenue - merchant acquiring on a constant currency basis

 

$

189.4

 

$

184.4

 

3

%

 

 

 

Three months ended March 31,

 

 

 

2012

 

2011

 

Change

 

International

 

 

 

 

 

 

 

Segment revenue - card issuing

 

$

222.5

 

$

230.9

 

-4

%

Foreign exchange impact (1)

 

2.5

 

 

 

 

Segment revenue - card issuing on a constant currency basis

 

$

225.0

 

$

230.9

 

-3

%

 


(1)     Foreign exchange impact represents the difference between actual 2012 revenue and 2012 revenue calculated using 2011 exchange rates.

 

11