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| FIS > SEC Filings for FIS > Form 10-K on 27-Feb-2009 | All Recent SEC Filings |
27-Feb-2009
Annual Report
our broad customer base. We have four reporting segments: Financial Solutions,
Payment Solutions, International and Corporate and Other. A description of these
segments is included above in Item 1. Revenues by Segment and the results of
operations of our segments are discussed below in Segment Results of Operations.
Business Trends and Conditions
Increases in deposit and card transactions can positively affect our business
and thus the condition of the overall economy can have an effect on growth.
We compete for both licensing and outsourcing business, and thus are affected
by the decisions of financial institutions to utilize our services under an
outsourced arrangement or to process in-house under a software license and
maintenance agreement. As a provider of outsourcing solutions, we benefit from
multi-year recurring revenue streams. Generally, demand for outsourcing
solutions has increased over time as service providers such as us realize
economies of scale and improve their ability to provide services that improve
customer efficiencies and reduce costs.
Card transactions continue to increase as a percentage of total point-of-sale
payments, which fuels continuing demand for card-related services. We continue
to launch new services aimed at accommodating this demand. In recent years, we
have introduced a variety of stored-value card types, Internet banking, and
electronic bill presentment/payment services, as well as a number of card
enhancement and loyalty/reward programs. The common theme among these offerings
continues to be convenience and security for the consumer coupled with value to
the financial institution.
Consolidation within the banking industry may be beneficial or detrimental to
our businesses. When consolidations occur, merger partners often operate
disparate systems licensed from competing service providers. The newly formed
entity generally makes a determination to migrate its core systems to a single
platform. When a financial institution processing client is involved in a
consolidation, we may benefit by expanding the use of our services if such
services are chosen to survive the consolidation and support the newly combined
entity. Conversely, we may lose market share if a customer of ours is involved
in a consolidation and our services are not chosen to survive the consolidation
and support the newly combined entity.
We believe that we are facing one of the most difficult times that has ever
existed for financial institutions, retailers and other businesses in the United
States and internationally. We expect there to be a significant number of bank
failures in the next few years, which may be offset to a degree by somewhat
decreased bank acquisition activity. However, we believe that our potential
exposure to bank failures and forced government actions that have occurred to
date is less than one half of one percent of our revenues. Additionally this
exposure does not consider any incremental revenues we may generate from
potential license fees or service associated with assisting surviving
institutions with integrating acquired assets resulting from financial failures.
We believe that software sales will be the most at risk as far as discretionary
purchases that financial institutions may defer. However, software sales
represent approximately 5% of our revenues and thus any decrease should not have
a significant impact on our results of operations. While we believe that we are
well positioned to withstand the current financial crisis, there are factors
outside our control that might impact our operating results that we may not be
able to fully anticipate as to timing and severity, including but not limited to
adverse effects if banks are nationalized, continued global economic conditions
worsening, causing further slowdown in consumer spending and lending and the
impact on our ability to access capital should any or our lenders fail.
Critical Accounting Policies
The accounting policies described below are those we consider critical in
preparing our Consolidated Financial Statements. These policies require
management to make estimates, judgments and assumptions that affect the reported
amounts of assets and liabilities and disclosures with respect to contingent
liabilities and assets at the date of the Consolidated Financial Statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual amounts could differ from those estimates. See Note 3 of Notes to the
Consolidated Financial Statements for a more detailed description of the
significant accounting policies that have been followed in preparing our
Consolidated Financial Statements.
Revenue Recognition
The Company generates revenues from the delivery of bank processing and
credit and debit card processing services, professional services, software
licensing and software related services and products. Revenues are recognized
when evidence of an arrangement exists, delivery has occurred, fees are fixed or
determinable and collection is considered probable. Occasionally, we are party
to multiple concurrent contracts with the same customer. These situations
require judgment to determine whether the individual contracts should be
aggregated or evaluated separately for purposes of revenue recognition. In
making this determination we consider the timing of negotiating and executing
the contracts, whether the different elements of the contracts are
interdependent and whether any of the payment terms of the contracts are
interrelated. Due to the large number, broad nature and average size of
individual
contracts we are party to, the impact of judgements and assumptions that we
apply in recognizing revenue for any single contract is not likely to have a
material effect on our consolidated operations or financial position. However
the broader accounting policy assumptions that we apply across similar
arrangements or classes of customers could significantly influence the timing
and amount of revenue recognized in our historical and future results of
operations or financial position. Additional information about our revenue
recognition policies is included in Note 3 to the Consolidated Financial
Statements.
Allowance for Doubtful Accounts
The Company analyzes trade accounts receivable by considering historical bad
debts, customer creditworthiness, current economic trends, changes in customer
payment terms and collection trends when evaluating the adequacy of the
allowance for doubtful accounts. Any change in the assumptions used in analyzing
a specific account receivable may result in an additional allowance for doubtful
accounts being recognized in the period in which the change occurs. The
allowance for doubtful accounts was $40.6 million and $53.4 million at
December 31, 2008 and 2007, respectively. The decrease in the allowance for
doubtful accounts from 2007 is primarily related to the LPS spin-off.
Reserves for Check Guarantee Losses
In our check guarantee business, if a guaranteed check presented to a
merchant customer is dishonored by the check writer's bank, we reimburse our
merchant customer for the check's face value and pursue collection of the amount
from the delinquent check writer. Loss reserves and anticipated recoveries are
primarily determined by performing a historical analysis of our check loss and
recovery experience and considering other factors that could affect that
experience in the future. Such factors include the general economy, the overall
industry mix of our customer volumes, statistical analysis of check fraud trends
within our customer volumes, and the quality of returned checks. Once these
factors are considered, we establish a rate for check losses that is calculated
by dividing the expected check losses by dollar volume processed and a rate for
anticipated recoveries that is calculated by dividing the anticipated recoveries
by the total amount of related check losses. These rates are then applied
against the dollar volume processed and check losses, respectively, each month
and charged to costs of revenues. The estimated check returns and recovery
amounts are subject to risk that actual amounts returned and recovered may be
different than our estimates.
Historically, such estimation processes have proven to be materially
accurate; however, our projections of probable check guarantee losses and
anticipated recoveries are inherently uncertain, and as a result, we cannot
predict with certainty the amount of such items. Changes in economic conditions,
the risk characteristics and composition of our customers, and other factors
could impact our actual and projected amounts. We recorded check guarantee
losses, net of anticipated recoveries excluding service fees, of $98.1 million
and $113.8 million, respectively, for the years ended December 31, 2008 and
2007. A ten percent difference in our estimated gross check guarantee losses and
our estimated recoveries as of December 31, 2008 could impact 2008 net earnings
by approximately $2.2 million after-tax.
Computer Software
Computer software includes the fair value of software acquired in business
combinations, purchased software and capitalized software development costs. As
of December 31, 2008 and 2007, computer software, net of accumulated
amortization, was $617.0 million and $775.2 million, respectively. Purchased
software is recorded at cost and amortized using the straight line method over
its estimated useful life and software acquired in business combinations is
recorded at its fair value and amortized using straight line and accelerated
methods over their estimated useful lives, ranging from 3 to 10 years. In
determining useful lives, management considers historical results and
technological trends which may influence the estimate. Amortization expense for
computer software was $149.9 million, $177.8 million and $130.2 million in 2008,
2007 and 2006, respectively. Included in discontinued operations in the
Consolidated Statement of Earnings in those years was amortization expense on
computer software of $14.8 million, $32.5 million, and $30.2 million for 2008,
2007 and 2006, respectively. We also assess the recorded value of computer
software for impairment on a regular basis by comparing the carrying value to
the estimated future cash flows to be generated by the underlying software
asset. There are inherent uncertainties in determining the expected useful life
or cash flows to be generated from computer software. While we have not
historically experienced significant changes in these estimates we could be
subject to such changes in the future.
Goodwill and Other Intangible Assets
We are required to allocate the purchase price of acquired businesses to the
assets acquired and liabilities assumed in the transaction at their estimated
fair values. The estimates used to determine the fair value of long-lived
assets, such as intangible assets, are complex and require a significant amount
of management judgment. We generally engage independent valuation specialists to
assist us in making fair value determinations. We are also required to estimate
the useful lives of intangible assets to determine the amount of
acquisition-related intangible asset amortization expense to record in future
periods. We periodically review the estimated useful lives
assigned to our definite-lived intangible assets to determine whether such
estimated useful lives continue to be appropriate. Additionally we review our
indefinite lived intangible assets to determine if there is any change in
circumstances that may indicate the asset's useful life is no longer indefinite.
We review the carrying value of goodwill and indefinite-lived intangible
assets for impairment annually and whenever events or changes in circumstances
indicate the carrying value may not be recoverable in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 142 requires us
to perform a two-step impairment test on goodwill. First, we compare the fair
value of each reporting unit to its carrying value. We determine the fair value
of our reporting units based on the present value of estimated future cash
flows. If the fair value of a reporting unit exceeds the carrying value of the
unit's net assets, goodwill is not impaired and further testing is not required.
If the carrying value of the reporting unit's net assets exceeds the fair value
of the unit, then we perform the second step of the impairment test to determine
the implied fair value of the reporting unit's goodwill and any impairment
charge. Additionally, we estimate the fair value of acquired intangible assets
with indefinite lives and compare this amount to the underlying carrying value.
Determining the fair value of a reporting unit or acquired intangible assets
with indefinite lives involves judgment and the use of significant estimates and
assumptions, which include assumptions regarding the revenue growth rates and
operating margins used to calculate estimated future cash flows, risk-adjusted
discount rates and future economic and market conditions and other assumptions.
During the fourth quarter of 2008, immediately prior to our annual measurement
date for impairment testing, our market capitalization declined to a point below
our book value. Our annual impairment test indicated that no impairment has
occurred, based on our assumptions of discounted future cash flows using our
current best estimate of future performance. In December of 2008, upon the
change in our reporting segments and in light of the fact that our market
capitalization continued to remain below our book value, we performed new
impairment tests on a segment basis and determined that no impairments existed.
The Company has reconciled the aggregate estimated fair value of the
reporting units to the market capitalization of the consolidated Company. We
believe that the overall market conditions that existed at the measurement dates
and continue to exist because of the financial crisis have led to a market
capitalization well below the fair value of a controlling interest. Based on
these factors, we concluded that the market capitalization does not represent
the fair value of the Company.
Our analysis of indefinite lived intangible assets did indicate an impairment
of our check trademark. Accordingly we recorded a charge of $52.0 million to
reduce the intangible asset's carrying value to fair value (Note 11). Given the
significance of our goodwill and intangible asset balances, an adverse change in
fair value could result in an impairment charge, which could be material to our
financial statements
Accounting for Income Taxes
As part of the process of preparing the Consolidated Financial Statements, we
are required to determine income taxes in each of the jurisdictions in which we
operate. This process involves estimating actual current tax expense together
with assessing temporary differences resulting from differing recognition of
items for income tax and accounting purposes. These differences result in
deferred income tax assets and liabilities, which are included within the
Consolidated Balance Sheets. We must then assess the likelihood that deferred
income tax assets will be recovered from future taxable income and, to the
extent we believe that recovery is not likely, establish a valuation allowance.
To the extent we establish a valuation allowance or increase this allowance in a
period, we must reflect this increase as an expense within income tax expense in
the Statement of Earnings. Determination of the income tax expense requires
estimates and can involve complex issues that may require an extended period to
resolve. Further, changes in the geographic mix of revenues or in the estimated
level of annual pre-tax income can cause the overall effective income tax rate
to vary from period to period. We believe that our tax positions comply with
applicable tax law and that we adequately provide for any known tax
contingencies. We believe the estimates and assumptions used to support our
evaluation of tax benefit realization are reasonable. However, final
determination of prior-year tax liabilities, either by settlement with tax
authorities or expiration of statutes of limitations, could be materially
different than estimates reflected in assets and liabilities and historical
income tax provisions. The outcome of these final determinations could have a
material effect on our income tax provision, net income or cash flows in the
period that determination is made.
Related Party Transactions
We are a party to certain historical related party agreements with FNF, LPS
and other related parties (see Note 5 to the Consolidated Financial Statements
included in Item 8 of Part II of this Report).
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 July 2, 2008, we completed the LPS spin-off. The results of operations of the Lender Processing Services segment through the July 2, 2008 spin-off date are reflected as discontinued operations in the Consolidated Statements of Earnings, in accordance with SFAS 144, for all periods presented.
• On September 12, 2007, we acquired eFunds. 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 August 31, 2007, we completed the sale of one of our subsidiaries, Property Insight, to FNF, for $95.0 million in cash, realizing a pre-tax gain of $66.9 million ($42.1 million after-tax) which is reported as a discontinued operation in the consolidated statements of earnings in accordance with SFAS 144. Property Insight was a leading provider of title plant services to FNF, as well as to various national and regional title insurance underwriters. Property Insight primarily managed, maintained, and updated the title insurance plants that are owned by FNF.
• On April 25, 2007, the board of directors of Covansys entered into an agreement with Computer Sciences Corporation ("CSC") under which CSC agreed to acquire Covansys for $34.00 per share in an all-cash transaction. The merger closed on July 3, 2007, and we exchanged our remaining 6.9 million shares of stock in Covansys for cash, and 4.0 million warrants for cash, per the terms of the merger agreement. We realized a pre-tax gain on sales of Covansys securities of $274.5 million in 2007.
• On February 1, 2006, we completed the Certegy Merger. The transaction resulted in a reverse acquisition with a total purchase price of approximately $2.2 billion. Certegy provided credit card, debit card, and other transaction processing and check risk management services to financial institutions and merchants in the U.S. and internationally through two segments, Card Services and Check Services.
Although the legal entity that survived the Certegy Merger was Certegy (which
has since been renamed Fidelity National Information Services, Inc.), for
accounting purposes, our historical financial statements are those of FIS. Our
Consolidated Financial Statements include the results of operations of Certegy
from the date of the acquisition.
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.
Consolidated Results of Operations
(in millions, except per share amounts)
2008 2007 2006
(In millions, except per share amounts)
Processing and services revenues $ 3,446.0 $ 2,921.0 $ 2,416.5
Cost of revenues 2,636.9 2,265.8 1,872.2
Gross profit 809.1 655.2 544.3
Selling, general, and administrative expenses 389.4 302.9 279.8
Research and development costs 84.8 70.4 70.9
Operating income 334.9 281.9 193.6
Other income (expense):
Interest income 6.3 3.0 1.3
Interest expense (163.5 ) (190.2 ) (190.9 )
Gain on sale of investment in Covansys - 274.5 -
Other income (expense), net 1.5 14.8 1.2
Total other income (expense) (155.7 ) 102.1 (188.4 )
Earnings before income taxes, equity in earnings
of unconsolidated entities, minority interest, and
discontinued operations 179.2 384.0 5.2
Provision for income taxes 57.6 136.2 (2.9 )
Earnings before equity in earnings of
unconsolidated entities, minority interest, and
discontinued operations 121.6 247.8 8.1
Equity in (losses) earnings of unconsolidated
entities (0.2 ) 2.8 5.8
Minority interest (expense) income (4.0 ) 0.1 1.7
Net earnings from continuing operations 117.4 250.7 15.6
Earnings from discontinued operations, net of tax 97.4 310.5 243.5
Net earnings $ 214.8 $ 561.2 $ 259.1
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2008 2007 2006
(In millions, except per share amounts)
Net earnings per share - basic from continuing
operations $ 0.61 $ 1.30 $ 0.08
Net earnings per share - basic from discontinued
operations 0.51 1.61 1.31
Net earnings per share - basic $ 1.12 $ 2.91 $ 1.39
Weighted average shares outstanding - basic 191.6 193.1 185.9
Net earnings per share - diluted from continuing
operations $ 0.61 $ 1.28 $ 0.08
Net earnings per share - diluted from discontinued
operations 0.50 1.58 1.29
Net earnings per share - diluted $ 1.11 $ 2.86 $ 1.37
Weighted average shares outstanding - diluted 193.5 196.5 189.2
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Processing and Services Revenues
Processing and services revenues totaled $3,446.0 million, $2,921.0 million
and $2,416.5 million in 2008, 2007 and 2006, respectively. The increase in
revenue during 2008 of $525.0 million, or 18.0% as compared to 2007 is primarily
attributable to the impact of the eFunds acquisition, which contributed year
over year incremental revenues of $396.3 million. Additionally our Brazilian
card processing venture, the "Brazilian Venture" had a year over year increase
in revenue of $87.7 million. The increase in revenue in 2007 of $504.5 million
as compared to 2006 is primarily attributable to revenue increases from the
eFunds and Certegy acquisitions along with organic growth. The eFunds
acquisition contributed revenues of $166.6 million from its September 12, 2007
completion date through December 31, 2007 and the Certegy Merger contributed one
additional month of revenue in the 2007 period, or approximately $96.4 million,
as compared to the full year 2006. The Brazilian Venture contributed
$49.2 million to revenue growth in 2007, with other growth in international
revenues comprising most of the year over year organic growth.
Cost of Revenues and Gross Profit
Cost of revenues totaled $2,636.9 million, $2,265.8 million and
$1,872.2 million in 2008, 2007 and 2006, respectively, resulting in gross profit
of $809.1 million, $655.2 million and $544.3 million in 2008, 2007 and 2006,
respectively. Gross profit as a percentage of revenues ("gross margin") was
23.5%, 22.4% and 22.5% in 2008, 2007 and 2006, respectively. The increase in
cost of revenues of $371.1 million in the 2008 period as compared to the 2007
period is directly attributable to revenue growth across our three operating
segments. The increase in gross margin of 1.1% for 2008 over 2007 was driven by
the growth of higher product margin sales and gained efficiencies relating to
the integration of eFunds. The increase in cost of revenues of $393.6 million in
the 2007 period as compared to the 2006 period was attributable to growth in our
three operating segments primarily driven by the eFunds acquisition. The gross
margin decreased slightly due to the costs associated with the eFunds
acquisition including restructuring and integration as well as increased
amortization expense relating to purchased intangibles.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled $389.4 million,
$302.9 million and $279.8 million for 2008, 2007 and 2006, respectively. The
increase of $86.5 million in 2008 as compared to 2007 primarily relates to the
incremental costs from the eFunds acquisition, as well as increased stock
compensation costs, additional restructuring and integration charges, and
charges associated with the LPS spin-off. Stock-based compensation increased
from $24.9 million in 2007 to $51.6 million in 2008. The $26.7 million increase
in stock-based compensation is mainly attributable to charges of $14.1 million
. . .
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