EX-99.1 2 ssnc-ex991_36.htm EX-99.1 ssnc-ex991_36.htm

Exhibit 99.1

Q3 GAAP revenue $383.3 million, Fully Diluted GAAP Earnings Per Share $0.19,

Adjusted revenue $391.9 million, Adjusted Diluted Earnings Per Share $0.42

 

WINDSOR, CT, October 27, 2016 (PR Newswire) SS&C Technologies Holdings, Inc. (NASDAQ: SSNC), a global provider of investment and financial software-enabled services and software, today announced its financial results for the third quarter ended September 30, 2016.

GAAP Results

SS&C reported GAAP revenue of $383.3 million for the third quarter of 2016, compared to $280.9 million in the third quarter of 2015, a 36.5 percent increase. GAAP operating income for the third quarter of 2016 was $76.9 million, or 20.0 percent of revenue. This represents an increase of over 400 percent compared to $15.0 million, or 5.3 percent of revenue, in 2015’s third quarter. GAAP net income for the third quarter of 2016 was $38.7 million compared to a $34.6 million GAAP net loss in the third quarter of 2015. On a fully diluted GAAP basis, earnings per share in the third quarter of 2016 were $0.19.

Adjusted Non-GAAP Results (defined in Notes 1-4 below)

Adjusted revenue in the third quarter of 2016 was $391.9 million, up 25.8 percent compared to $311.4 million in the third quarter of 2015. Adjusted operating income in the third quarter of 2016 was $150.5 million, or 38.4 percent of adjusted revenue. This represents a 20.1 percent increase compared to adjusted operating income of $125.3 million, or 40.2 percent of adjusted revenue, in the third quarter of 2015.

Adjusted net income for the third quarter of 2016 was $87.5 million, up 27.5 percent compared to $68.6 million in 2015’s third quarter. Adjusted diluted earnings per share in the third quarter of 2016 were $0.42 per share, up 23.5 percent compared to $0.34 per share in the third quarter of 2015.

Highlights:

 

SS&C adjusted revenue for Q3 2016 was $391.9 million, our 18th straight quarter with record adjusted revenue.

 

SS&C paid off $113.2 million in debt in Q3 2016, and $528.6 million since acquiring Advent over one year ago.

 

Our net debt to consolidated EBITDA leverage ratio has been reduced to 4.08x.

“SS&C is pleased to report record adjusted revenues of $391.9 million for Q3 2016, and adjusted diluted earnings per share of $0.42 cents,” says Bill Stone, Chairman and Chief Executive Officer. “Our business has grown sharply over the past year and our last twelve months’ consolidated EBTIDA is over $600 million. We have integrated the people and products from Advent, Varden, Primatics and Citi Alternative Investor Services. At SS&C, we change. Our research and development spend, acquisitions and onboarding talent encourages creativity and critical thinking. This enables us to service our clients’ demands in a complex and evolving regulatory environment.”


Annual Run Rate Basis

Annual Run Rate Basis (ARRB) recurring revenue, defined as adjusted recurring revenue on an annualized basis, was $1,441.3 million based on adjusted recurring revenue $360.3 million for the third quarter of 2016. This represents an increase of 25.1 percent from $288.0 million and $1,152.2 million run-rate in the same period in 2015 and an increase of 1.2 percent from $356.1 million for the second quarter of 2016, an annual run rate of $1,424.3 million. We believe ARRB of our recurring revenue is a good indicator of visibility into future revenue.

Operating Cash Flow

SS&C generated net cash from operating activities of $237.0 million for the nine months ended September 30, 2016, compared to $120.6 million for the same period in 2015, representing a 96.6 percent increase. SS&C ended the quarter with $101.8 million in cash and cash equivalents, and $2,551.5 million in gross debt, for a net debt balance of $2,449.7 million. SS&C’s leverage ratio as defined in our credit agreement stood at 4.08 times consolidated EBITDA as of September 30, 2016.

Guidance

 

 

 

Q4 2016

 

 

FY 2016

Adjusted Revenue ($M)

 

$394.0 – $403.0

 

 

$1,513.4 – $1,522.4

Adjusted Net Income ($M)

 

$89.4 – $92.4

 

 

$331.8 – $334.8

Cash from Operating Activities ($M)

 

 

 

 

$380.0 - $390.0

Capital Expenditures (% of revenue)

 

 

 

 

2.5% – 2.8%

Diluted Shares (M)

 

207.8 – 208.2

 

 

205.9 – 206.1

Effective Income Tax Rate (%)

 

 

 

 

27% – 29%

 

Non-GAAP Financial Measures

Adjusted revenue, adjusted operating income, adjusted consolidated EBITDA, adjusted net income and adjusted diluted earnings per share are non-GAAP measures. See the accompanying notes to the attached Condensed Consolidated Financial Information for the reconciliations and definitions for each of these non-GAAP measures and the reasons our management believes these measures provide useful information to investors regarding our financial condition and results of operations.

Earnings Call and Press Release

SS&C’s Q3 2016 earnings call will take place at 5:00 p.m. eastern time today, October 27, 2016. The call will discuss Q3 2016 results and our guidance and business outlook. Interested parties may dial 877-312-8798 (US and Canada) or 253-237-1193 (International), and request the “SS&C Technologies Third Quarter 2016 Conference Call”; conference ID#93683809. A replay will be available after 8:00 p.m. eastern time on October 27, 2016, until midnight on November 3, 2016. The dial-in number is 855-859-2056 (US and Canada) or 404-537-3406 (International); access code #93683809. The call will also be available for replay on SS&C’s website after October 27, 2016; access: http://investor.ssctech.com/results.cfm.

Certain information contained in this press release relating to, among other things, our financial guidance for the fourth quarter and full year of 2016 constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates”, “projects”, “forecasts”, “may” and “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s best judgment based on factors currently known but are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, the state of the economy and the financial services industry, the Company’s ability to finalize large client contracts, fluctuations in customer demand for the Company’s products and services, intensity of competition from application vendors, delays in product development, the Company’s ability to control expenses, terrorist activities, exposure to litigation, the Company’s ability to integrate acquired businesses, the effect of the acquisitions on customer demand for the Company’s products and services, the market price of the Company’s stock prevailing from time to time, the Company’s cash flow from operations, general economic conditions, and those risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission and can also be accessed on our website. The Company cautions investors that it may not update any or all of the foregoing forward-looking statements.


About SS&C Technologies

SS&C is a global provider of investment and financial software-enabled services and software focused exclusively on the global financial services industry. Founded in 1986, SS&C has its headquarters in Windsor, Connecticut and offices around the world. Some 10,000 financial services organizations, from the world’s largest institutions to local firms, manage and account for their investments using SS&C’s products and services. These clients in the aggregate manage over $44 trillion in assets.

Follow SS&C on Twitter, Linkedin and Facebook.

For more information

Patrick Pedonti

Chief Financial Officer

Tel: +1-860-298-4738

E-mail: InvestorRelations@sscinc.com

 

Justine Stone

Investor Relations

Tel: +1-212-367-4705

E-mail: InvestorRelations@sscinc.com


SS&C Technologies Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operation

(in thousands, except per share data)

(unaudited)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

$

248,772

 

 

$

180,744

 

 

$

699,091

 

 

$

484,434

 

Maintenance and term licenses

 

 

106,925

 

 

 

80,097

 

 

 

305,437

 

 

 

159,049

 

Total recurring revenues

 

 

355,697

 

 

 

260,841

 

 

 

1,004,528

 

 

 

643,483

 

Perpetual licenses

 

 

4,389

 

 

 

6,508

 

 

 

14,643

 

 

 

22,526

 

Professional services

 

 

23,218

 

 

 

13,545

 

 

 

61,341

 

 

 

33,388

 

Total non-recurring revenues

 

 

27,607

 

 

 

20,053

 

 

 

75,984

 

 

 

55,914

 

Total revenues

 

 

383,304

 

 

 

280,894

 

 

 

1,080,512

 

 

 

699,397

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

 

143,074

 

 

 

96,151

 

 

 

403,045

 

 

 

273,301

 

Maintenance and term licenses

 

 

45,458

 

 

 

43,391

 

 

 

138,864

 

 

 

69,896

 

Total recurring cost of revenues

 

 

188,532

 

 

 

139,542

 

 

 

541,909

 

 

 

343,197

 

Perpetual licenses

 

 

608

 

 

 

1,036

 

 

 

1,749

 

 

 

3,081

 

Professional services

 

 

18,887

 

 

 

11,286

 

 

 

51,532

 

 

 

27,396

 

Total non-recurring cost of revenues

 

 

19,495

 

 

 

12,322

 

 

 

53,281

 

 

 

30,477

 

Total cost of revenues

 

 

208,027

 

 

 

151,864

 

 

 

595,190

 

 

 

373,674

 

Gross profit

 

 

175,277

 

 

 

129,030

 

 

 

485,322

 

 

 

325,723

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

27,328

 

 

 

37,082

 

 

 

85,724

 

 

 

64,400

 

Research and development

 

 

37,701

 

 

 

37,389

 

 

 

114,975

 

 

 

74,517

 

General and administrative

 

 

33,345

 

 

 

39,607

 

 

 

91,239

 

 

 

70,370

 

Total operating expenses

 

 

98,374

 

 

 

114,078

 

 

 

291,938

 

 

 

209,287

 

Operating income

 

 

76,903

 

 

 

14,952

 

 

 

193,384

 

 

 

116,436

 

Interest expense, net

 

 

(31,648

)

 

 

(32,645

)

 

 

(97,583

)

 

 

(43,664

)

Other income, net

 

 

2,655

 

 

 

6,953

 

 

 

820

 

 

 

5,282

 

Loss on extinguishment of debt

 

 

 

 

 

(30,417

)

 

 

 

 

 

(30,417

)

Income (loss) before income taxes

 

 

47,910

 

 

 

(41,157

)

 

 

96,621

 

 

 

47,637

 

Provision (benefit) for income taxes

 

 

9,163

 

 

 

(6,547

)

 

 

22,648

 

 

 

16,873

 

Net income (loss)

 

$

38,747

 

 

$

(34,610

)

 

$

73,973

 

 

$

30,764

 

Basic earnings (loss) per share

 

$

0.19

 

 

$

(0.18

)

 

$

0.37

 

 

$

0.17

 

Basic weighted average number of common shares

   outstanding

 

 

201,782

 

 

 

193,706

 

 

 

199,365

 

 

 

177,772

 

Diluted earnings (loss) per share

 

$

0.19

 

 

$

(0.18

)

 

$

0.36

 

 

$

0.16

 

Diluted weighted average number of common and common

   equivalent shares outstanding

 

 

206,635

 

 

 

193,706

 

 

 

205,334

 

 

 

186,470

 

Net income (loss)

 

$

38,747

 

 

$

(34,610

)

 

$

73,973

 

 

$

30,764

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange translation adjustment

 

 

(12,060

)

 

 

(38,005

)

 

 

(29,532

)

 

 

(51,416

)

Total comprehensive loss, net of tax

 

 

(12,060

)

 

 

(38,005

)

 

 

(29,532

)

 

 

(51,416

)

Comprehensive income (loss)

 

$

26,687

 

 

$

(72,615

)

 

$

44,441

 

 

$

(20,652

)

See Notes to Condensed Consolidated Financial Information.



SS&C Technologies Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

101,800

 

 

$

434,159

 

Accounts receivable, net

 

 

237,495

 

 

 

169,951

 

Prepaid expenses and other current assets

 

 

32,720

 

 

 

27,511

 

Prepaid income taxes

 

 

39,776

 

 

 

40,627

 

Restricted cash

 

 

2,116

 

 

 

2,818

 

Total current assets

 

 

413,907

 

 

 

675,066

 

Property, plant and equipment, net

 

 

71,128

 

 

 

67,143

 

Deferred income taxes

 

 

2,071

 

 

 

2,199

 

Goodwill

 

 

3,616,060

 

 

 

3,549,212

 

Intangible and other assets, net

 

 

1,519,294

 

 

 

1,508,622

 

Total assets

 

$

5,622,460

 

 

$

5,802,242

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

29,813

 

 

$

32,281

 

Accounts payable

 

 

16,480

 

 

 

11,957

 

Income taxes payable

 

 

 

 

 

1,428

 

Accrued employee compensation and benefits

 

 

74,006

 

 

 

83,894

 

Interest payable

 

 

13,259

 

 

 

28,903

 

Other accrued expenses

 

 

50,979

 

 

 

36,231

 

Deferred revenue

 

 

231,285

 

 

 

222,024

 

Total current liabilities

 

 

415,822

 

 

 

416,718

 

Long-term debt, net of current portion

 

 

2,460,457

 

 

 

2,719,070

 

Other long-term liabilities

 

 

61,968

 

 

 

51,434

 

Deferred income taxes

 

 

459,025

 

 

 

509,574

 

Total liabilities

 

 

3,397,272

 

 

 

3,696,796

 

Total stockholders’ equity

 

 

2,225,188

 

 

 

2,105,446

 

Total liabilities and stockholders’ equity

 

$

5,622,460

 

 

$

5,802,242

 

See Notes to Condensed Consolidated Financial Information.


SS&C Technologies Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2015

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

73,973

 

 

$

30,764

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

170,910

 

 

 

100,840

 

Stock-based compensation expense

 

 

40,402

 

 

 

31,435

 

Income tax benefit related to exercise of stock options

 

 

(44,975

)

 

 

(11,141

)

Amortization and write-offs of loan origination costs

 

 

7,994

 

 

 

5,473

 

Loss on extinguishment of debt

 

 

 

 

 

3,954

 

Loss on sale or disposition of property and equipment

 

 

159

 

 

 

339

 

Deferred income taxes

 

 

(39,712

)

 

 

(27,030

)

Provision for doubtful accounts

 

 

2,684

 

 

 

601

 

Changes in operating assets and liabilities, excluding effects from acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(14,603

)

 

 

(5,234

)

Prepaid expenses and other assets

 

 

(2,595

)

 

 

(5,109

)

Accounts payable

 

 

2,610

 

 

 

(1,755

)

Accrued expenses

 

 

(18,429

)

 

 

(28,437

)

Income taxes prepaid and payable

 

 

44,840

 

 

 

(1,125

)

Deferred revenue

 

 

13,758

 

 

 

26,992

 

Net cash provided by operating activities

 

 

237,016

 

 

 

120,567

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(18,870

)

 

 

(9,462

)

Proceeds from sale of property and equipment

 

 

69

 

 

 

56

 

Cash paid for business acquisitions, net of cash acquired

 

 

(309,432

)

 

 

(2,614,785

)

Additions to capitalized software

 

 

(6,137

)

 

 

(3,370

)

Purchase of long-term investment

 

 

(1,000

)

 

 

 

Net changes in restricted cash

 

 

700

 

 

 

 

Net cash used in investing activities

 

 

(334,670

)

 

 

(2,627,561

)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

Cash received from debt borrowings, net of original issue discount

 

 

 

 

 

3,068,075

 

Repayments of debt

 

 

(268,550

)

 

 

(823,448

)

Proceeds from exercise of stock options

 

 

34,767

 

 

 

10,618

 

Withholding taxes related to equity award net share settlement

 

 

(7,051

)

 

 

 

Income tax benefit related to exercise of stock options

 

 

44,975

 

 

 

11,141

 

Proceeds from common stock issuance, net

 

 

 

 

 

717,802

 

Purchase of common stock for treasury

 

 

(13

)

 

 

 

Payment of fees related to refinancing activities

 

 

(503

)

 

 

(45,781

)

Dividends paid on common stock

 

 

(37,452

)

 

 

(33,216

)

Net cash (used in) provided by financing activities

 

 

(233,827

)

 

 

2,905,191

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(878

)

 

 

(3,964

)

Net (decrease) increase in cash and cash equivalents

 

 

(332,359

)

 

 

394,233

 

Cash and cash equivalents, beginning of period

 

 

434,159

 

 

 

109,577

 

Cash and cash equivalents, end of period

 

$

101,800

 

 

$

503,810

 

See Notes to Condensed Consolidated Financial Information.


SS&C Technologies Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Information

Note 1. Reconciliation of Revenues to Adjusted Revenues

Adjusted revenues represents revenues adjusted for one-time purchase accounting adjustments to fair value deferred revenue acquired in business combinations. Adjusted revenues are presented because we use this measure to evaluate performance of our business against prior periods and believe it is a useful indicator of the underlying performance of the Company. Adjusted revenues is not a recognized term under generally accepted accounting principles (GAAP). Adjusted revenues does not represent revenues, as that term is defined under GAAP, and should not be considered as an alternative to revenues as an indicator of our operating performance. Adjusted revenues as presented herein is not necessarily comparable to similarly titled measures. Below is a reconciliation between adjusted revenues and revenues, the GAAP measure we believe to be most directly comparable to adjusted revenues.  

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenues

 

$

383,304

 

 

$

280,894

 

 

$

1,080,512

 

 

$

699,397

 

Purchase accounting adjustments to deferred revenue

 

 

8,562

 

 

 

30,532

 

 

 

38,880

 

 

 

31,231

 

Adjusted revenues

 

$

391,866

 

 

$

311,426

 

 

$

1,119,392

 

 

$

730,628

 

 

The following is a breakdown of recurring and non-recurring revenues and adjusted recurring and non-recurring revenues.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Software-enabled services

 

$

248,772

 

 

$

180,744

 

 

$

699,091

 

 

$

484,434

 

Maintenance and term licenses

 

 

106,925

 

 

 

80,097

 

 

 

305,437

 

 

 

159,049

 

Total recurring revenues

 

 

355,697

 

 

 

260,841

 

 

 

1,004,528

 

 

 

643,483

 

Perpetual licenses

 

 

4,389

 

 

 

6,508

 

 

 

14,643

 

 

 

22,526

 

Professional services

 

 

23,218

 

 

 

13,545

 

 

 

61,341

 

 

 

33,388

 

Total non-recurring revenues

 

 

27,607

 

 

 

20,053

 

 

 

75,984

 

 

 

55,914

 

Total revenues

 

$

383,304

 

 

$

280,894

 

 

$

1,080,512

 

 

$

699,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software-enabled services

 

$

248,809

 

 

$

180,744

 

 

$

699,358

 

 

$

484,434

 

Maintenance and term licenses

 

 

111,527

 

 

 

107,296

 

 

 

332,801

 

 

 

186,947

 

Total adjusted recurring revenues

 

 

360,336

 

 

 

288,040

 

 

 

1,032,159

 

 

 

671,381

 

Perpetual licenses

 

 

4,389

 

 

 

6,508

 

 

 

14,643

 

 

 

22,526

 

Professional services

 

 

27,141

 

 

 

16,878

 

 

 

72,590

 

 

 

36,721

 

Total adjusted non-recurring revenues

 

 

31,530

 

 

 

23,386

 

 

 

87,233

 

 

 

59,247

 

Total adjusted revenues

 

$

391,866

 

 

$

311,426

 

 

$

1,119,392

 

 

$

730,628

 

Note 2. Reconciliation of Operating Income to Adjusted Operating Income

Adjusted operating income represents operating income adjusted for amortization of acquisition-related intangible assets, stock-based compensation, purchase accounting adjustments for deferred revenue and other expenses. Adjusted operating income is presented because we use this measure to evaluate performance of our business and believe it is a useful indicator of the underlying performance of the Company.  Adjusted operating income is not a recognized term under GAAP.  Adjusted operating income does not represent operating income, as that term is defined under GAAP, and should not be considered as an alternative to operating income as an indicator of our operating performance. Adjusted operating income as presented herein is not necessarily comparable to similarly titled measures.  The following is a reconciliation between adjusted operating income and operating income, the GAAP measure we believe to be most directly comparable to adjusted operating income.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Operating income

 

$

76,903

 

 

$

14,952

 

 

$

193,384

 

 

$

116,436

 

Amortization of intangible assets

 

 

51,539

 

 

 

43,289

 

 

 

153,214

 

 

 

87,782

 

Stock-based compensation

 

 

12,489

 

 

 

23,121

 

 

 

40,402

 

 

 

31,435

 

Capital-based taxes

 

 

1,000

 

 

 

 

 

 

1,472

 

 

 

(636

)

Unusual or non-recurring charges (1)

 

 

2,966

 

 

 

16,672

 

 

 

7,885

 

 

 

25,251

 

Purchase accounting adjustments (2)

 

 

5,573

 

 

 

27,274

 

 

 

29,831

 

 

 

27,973

 

Adjusted operating income

 

$

150,470

 

 

$

125,308

 

 

$

426,188

 

 

$

288,241

 


 

(1)

Unusual or non-recurring charges include proceeds from legal and other settlements, severance expenses, transaction costs and other one-time expenses, such as expenses associated with facilities consolidations and acquisitions.

(2)

Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisitions and (b) an adjustment to increase personnel and commissions expense by the amount that would have been recognized if prepaid commissions and deferred personnel costs were not adjusted to fair value at the date of the acquisitions.

 

Note 3. Reconciliation of Net Income (Loss) to EBITDA, Consolidated EBITDA and Adjusted Consolidated EBITDA

EBITDA represents net income (loss) before interest expense, income taxes, depreciation and amortization. Consolidated EBITDA, defined under our Credit Agreement entered into in July 2015, is used in calculating covenant compliance, and is EBITDA adjusted for certain items. Consolidated EBITDA is calculated by subtracting from or adding to EBITDA items of income or expense described below. Adjusted consolidated EBITDA is calculated by subtracting acquired EBITDA from consolidated EBITDA. EBITDA, consolidated EBITDA and adjusted consolidated EBITDA are presented because we use these measures to evaluate performance of our business and believe them to be useful indicators of an entity’s debt capacity and its ability to service debt. EBITDA, consolidated EBITDA and adjusted consolidated EBITDA are not recognized terms under GAAP and should not be considered in isolation or as alternatives to operating income, net income or cash flows from operating activities as indicators of our operating performance. The following is a reconciliation of EBITDA, consolidated EBITDA and adjusted consolidated EBITDA to net income.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Twelve Months Ended September 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

2016

 

Net income (loss)

 

$

38,747

 

 

$

(34,610

)

 

$

73,973

 

 

$

30,764

 

 

$

86,071

 

Interest expense, net

 

 

31,648

 

 

 

32,645

 

 

 

97,583

 

 

 

43,664

 

 

 

131,276

 

Income tax provision (benefit)

 

 

9,163

 

 

 

(6,547

)

 

 

22,648

 

 

 

16,873

 

 

 

23,755

 

Depreciation and amortization

 

 

57,470

 

 

 

48,737

 

 

 

170,910

 

 

 

100,840

 

 

 

220,904

 

EBITDA

 

 

137,028

 

 

 

40,225

 

 

 

365,114

 

 

 

192,141

 

 

 

462,006

 

Stock-based compensation

 

 

12,489

 

 

 

23,121

 

 

 

40,402

 

 

 

31,435

 

 

 

53,046

 

Capital-based taxes

 

 

1,000

 

 

 

 

 

 

1,472

 

 

 

(636

)

 

 

2,936

 

Acquired EBITDA and cost savings (1)

 

 

 

 

 

1,482

 

 

 

5,814

 

 

 

92,717

 

 

 

14,670

 

Unusual or non-recurring charges (2)

 

 

311

 

 

 

9,719

 

 

 

7,065

 

 

 

19,969

 

 

 

13,244

 

Loss on extinguishment of debt

 

 

 

 

 

30,417

 

 

 

 

 

 

30,417

 

 

 

 

Purchase accounting adjustments (3)

 

 

5,573

 

 

 

27,274

 

 

 

29,831

 

 

 

27,973

 

 

 

51,785

 

Other (4)

 

 

269

 

 

 

78

 

 

 

1,822

 

 

 

220

 

 

 

2,452

 

Consolidated EBITDA

 

$

156,670

 

 

$

132,316

 

 

$

451,520

 

 

$

394,236

 

 

$

600,139

 

Less:  acquired EBITDA

 

 

 

 

 

(1,482

)

 

 

(5,814

)

 

 

(92,717

)

 

 

(14,670

)

Adjusted Consolidated EBITDA

 

$

156,670

 

 

$

130,834

 

 

$

445,706

 

 

$

301,519

 

 

$

585,469

 

 

(1)

Acquired EBITDA reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period, as well as cost savings enacted in connection with acquisitions.

(2)

Unusual or non-recurring charges include foreign currency gains and losses, proceeds from legal and other settlements, severance expenses, transaction costs and other one-time expenses, such as expenses associated with the facilities consolidations, acquisitions and the sale of fixed assets.

(3)

Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisitions and (b) an adjustment to increase personnel and commissions expense by the amount that would have been recognized if prepaid commissions and deferred personnel costs were not adjusted to fair value at the date of the acquisitions.

(4)

Other includes the non-cash portion of straight-line rent expense.

 

Note 4. Reconciliation of Net Income (Loss) to Adjusted Net Income and Diluted Earnings (Loss) Per Share to Adjusted Diluted Earnings Per Share

Adjusted net income and adjusted diluted earnings per share represent net income (loss) and earnings (loss) per share before amortization of intangible assets and deferred financing costs, stock-based compensation, capital-based taxes and other unusual and non-recurring items. Adjusted net income and adjusted diluted earnings per share are not recognized terms under GAAP, do not represent net income (loss) or diluted earnings (loss) per share, as those terms are defined under GAAP, and should not be considered as alternatives to net income (loss) or diluted earnings (loss) per share as indicators of our operating performance. Adjusted net income and adjusted diluted earnings per share are important to management and investors because they represent our operational performance exclusive of the effects of amortization of intangible assets and deferred financing costs, stock-based compensation, capital-based taxes, other unusual and non-recurring items, purchase accounting adjustments, and loss on extinguishment of debt that


are not operational in nature or comparable to those of our competitors. The following is a reconciliation between adjusted net income and adjusted diluted earnings per share and net income (loss) and diluted earnings (loss) per share.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands, except per share data)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

GAAP – Net income (loss)

 

$

38,747

 

 

$

(34,610

)

 

$

73,973

 

 

$

30,764

 

Plus: Amortization of intangible assets

 

 

51,539

 

 

 

43,289

 

 

 

153,214

 

 

 

87,782

 

Plus: Amortization of deferred financing costs and original issue discount

 

 

2,682

 

 

 

2,599

 

 

 

7,994

 

 

 

5,473

 

Plus: Stock-based compensation

 

 

12,489

 

 

 

23,121

 

 

 

40,402

 

 

 

31,435

 

Plus: Capital-based taxes

 

 

1,000

 

 

 

 

 

 

1,472

 

 

 

(636

)

Plus: Unusual and non-recurring items (1)

 

 

311

 

 

 

9,719

 

 

 

7,065

 

 

 

19,969

 

Plus: Loss on extinguishment of debt

 

 

 

 

 

30,417

 

 

 

 

 

 

30,417

 

Plus: Purchase accounting adjustments (2)

 

 

5,573

 

 

 

27,274

 

 

 

29,831

 

 

 

27,973

 

Income tax effect (3)

 

 

(24,858

)

 

 

(33,220

)

 

 

(71,600

)

 

 

(53,140

)

Adjusted net income

 

$

87,483

 

 

$

68,589

 

 

$

242,351

 

 

$

180,037

 

Adjusted diluted earnings (loss) per share

 

$

0.42

 

 

$

0.34

 

 

$

1.18

 

 

$

0.97

 

GAAP diluted earnings per share

 

$

0.19

 

 

$

(0.18

)

 

$

0.36

 

 

$

0.16

 

Diluted weighted-average shares outstanding

 

 

206,635

 

 

 

202,624

 

 

 

205,334

 

 

 

186,470

 

 

(1)

Unusual or non-recurring charges include foreign currency gains and losses, proceeds from legal and other settlements, severance expenses, transaction costs and other one-time expenses, such as expenses associated with the facilities consolidations, acquisitions and the sale of fixed assets.

(2)

Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisitions and (b) an adjustment to increase personnel and commissions expense by the amount that would have been recognized if prepaid commissions and deferred personnel costs were not adjusted to fair value at the date of the acquisitions.

(3)

An estimated normalized effective tax rate of 28% has been used to adjust the provision for income taxes for the purpose of computing adjusted net income.