Delaware | 333-182948 | 61-1678417 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
555 West Adams Street, Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) |
⃞ | 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)) |
Exhibit No. | Description | ||
Exhibit 99.1 | Press release of TransUnion dated May 7, 2015, announcing results for the quarter ended March 31, 2015. |
• | Revenue of $353 million, an increase of 16 percent (18 percent on a constant currency basis) compared with the first quarter of 2014 |
• | Adjusted EBITDA of $114 million, an increase of 20 percent compared with the first quarter of 2014 |
• | Adjusted EBITDA margin was 32.3 percent, an increase of 90 basis points compared with the first quarter of 2014 |
March 31, 2015 | December 31, 2014 | ||||||
Unaudited | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 87.0 | $ | 77.9 | |||
Trade accounts receivable, net of allowance of $3.0 and $2.4 | 211.7 | 200.4 | |||||
Other current assets | 129.6 | 122.7 | |||||
Total current assets | 428.3 | 401.0 | |||||
Property, plant and equipment, net of accumulated depreciation and amortization of $132.9 and $123.4 | 176.1 | 181.4 | |||||
Goodwill, net | 2,009.0 | 2,023.9 | |||||
Other intangibles, net of accumulated amortization of $459.5 and $407.8 | 1,891.9 | 1,939.6 | |||||
Other assets | 109.0 | 119.9 | |||||
Total assets | $ | 4,614.3 | $ | 4,665.8 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Trade accounts payable | $ | 102.8 | $ | 106.5 | |||
Short-term debt and current portion of long-term debt | 112.8 | 74.0 | |||||
Other current liabilities | 115.4 | 149.4 | |||||
Total current liabilities | 331.0 | 329.9 | |||||
Long-term debt | 2,863.6 | 2,865.9 | |||||
Deferred taxes | 663.4 | 676.8 | |||||
Other liabilities | 24.0 | 22.1 | |||||
Total liabilities | 3,882.0 | 3,894.7 | |||||
Redeemable noncontrolling interests | 13.0 | 23.4 | |||||
Stockholders’ equity: | |||||||
Common stock, $0.01 par value; 200.0 million shares authorized at March 31, 2015 and December 31, 2014, 111.5 million and 111.4 shares issued at March 31, 2015 and December 31, 2014, respectively, and 111.0 million shares and 110.9 million shares outstanding as of March 31, 2015 and December 31, 2014, respectively | 1.1 | 1.1 | |||||
Additional paid-in capital | 1,141.2 | 1,138.0 | |||||
Treasury stock at cost; 0.5 million shares at March 31, 2015 and December 31, 2014 | (4.3 | ) | (4.3 | ) | |||
Accumulated deficit | (436.8 | ) | (430.2 | ) | |||
Accumulated other comprehensive loss | (145.0 | ) | (117.5 | ) | |||
Total TransUnion stockholders’ equity | 556.2 | 587.1 | |||||
Noncontrolling interests | 163.1 | 160.6 | |||||
Total stockholders’ equity | 719.3 | 747.7 | |||||
Total liabilities and stockholders’ equity | $ | 4,614.3 | $ | 4,665.8 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Revenue | $ | 353.1 | $ | 303.4 | |||
Operating expenses | |||||||
Cost of services (exclusive of depreciation and amortization below) | 125.6 | 120.9 | |||||
Selling, general and administrative | 121.9 | 96.2 | |||||
Depreciation and amortization | 69.1 | 51.5 | |||||
Total operating expenses | 316.6 | 268.6 | |||||
Operating income | 36.5 | 34.8 | |||||
Non-operating income and expense | |||||||
Interest expense | (44.8 | ) | (50.8 | ) | |||
Interest income | 0.9 | 0.5 | |||||
Earnings from equity method investments | 2.3 | 3.6 | |||||
Other income and (expense), net | (2.3 | ) | (1.7 | ) | |||
Total non-operating income and expense | (43.9 | ) | (48.4 | ) | |||
Loss before income taxes | (7.4 | ) | (13.6 | ) | |||
Benefit for income taxes | 3.0 | 0.1 | |||||
Net loss | (4.4 | ) | (13.5 | ) | |||
Less: net income attributable to the noncontrolling interests | (2.2 | ) | (1.2 | ) | |||
Net loss attributable to TransUnion | $ | (6.6 | ) | $ | (14.7 | ) | |
Earnings per share: | |||||||
Basic | $ | (0.06 | ) | $ | (0.13 | ) | |
Diluted | $ | (0.06 | ) | $ | (0.13 | ) | |
Weighted average shares outstanding: | |||||||
Basic | 111.0 | 110.3 | |||||
Diluted | 111.0 | 110.3 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | (4.4 | ) | $ | (13.5 | ) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 69.1 | 51.5 | |||||
Amortization and loss on fair value of interest rate swaps | 1.1 | — | |||||
Amortization of deferred financing fees | 2.0 | 1.7 | |||||
Stock-based compensation | 2.4 | 2.0 | |||||
Provision for losses on trade accounts receivable | 0.6 | 0.6 | |||||
Equity in net income of affiliates, net of dividends | (0.9 | ) | (3.3 | ) | |||
Deferred taxes | (9.5 | ) | (4.0 | ) | |||
Amortization of senior notes purchase accounting fair value adjustment and note discount | 0.2 | (4.4 | ) | ||||
Other | 0.2 | (0.4 | ) | ||||
Changes in assets and liabilities: | |||||||
Trade accounts receivable | (14.5 | ) | (18.4 | ) | |||
Other current and long-term assets | 6.4 | 1.5 | |||||
Trade accounts payable | 0.5 | 0.8 | |||||
Other current and long-term liabilities | (36.7 | ) | (20.2 | ) | |||
Cash provided by (used in) operating activities | 16.5 | (6.1 | ) | ||||
Cash flows from investing activities: | |||||||
Capital expenditures | (30.1 | ) | (38.8 | ) | |||
Proceeds from sale of trading securities | 0.3 | 0.9 | |||||
Purchases of trading securities | (1.0 | ) | (1.7 | ) | |||
Proceeds from sale of other investments | 3.9 | — | |||||
Purchases of other investments | (7.2 | ) | — | ||||
Acquisitions and purchases of noncontrolling interests, net of cash acquired | (9.9 | ) | (39.1 | ) | |||
Acquisition-related deposits | 9.1 | 8.8 | |||||
Cash used in investing activities | (34.9 | ) | (69.9 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from senior secured revolving line of credit | 35.0 | 28.5 | |||||
Repayments of debt | (6.6 | ) | (3.8 | ) | |||
Proceeds from issuance of common stock and exercise of stock options | 0.8 | 0.7 | |||||
Debt financing fees | — | (0.2 | ) | ||||
Distributions to noncontrolling interests | (0.1 | ) | (0.5 | ) | |||
Other | — | 0.1 | |||||
Cash provided by financing activities | 29.1 | 24.8 | |||||
Effect of exchange rate changes on cash and cash equivalents | (1.6 | ) | (0.6 | ) | |||
Net change in cash and cash equivalents | 9.1 | (51.8 | ) | ||||
Cash and cash equivalents, beginning of period | 77.9 | 111.2 | |||||
Cash and cash equivalents, end of period | $ | 87.0 | $ | 59.4 |
Three Months Ended March 31 | |||||
$ Change | % Change | ||||
Revenue: | |||||
International segment, Developed Markets: | |||||
2015 revenue | $ | 20.5 | |||
2014 revenue | 19.7 | ||||
Change on an as reported basis | 0.8 | 3.6 | % | ||
Foreign exchange impact (1) | 1.5 | 7.8 | % | ||
Change on a constant currency basis | $ | 2.3 | 11.4 | % | |
International segment, Emerging Markets: | |||||
2015 revenue | $ | 42.4 | |||
2014 revenue | 34.4 | ||||
Change on an as reported basis | 8.0 | 23.3 | % | ||
Foreign exchange impact (1) | 2.8 | 8.2 | % | ||
Change on a constant currency basis | $ | 10.8 | 31.5 | % | |
International segment total: | |||||
2015 revenue | $ | 62.9 | |||
2014 revenue | 54.1 | ||||
Change on an as reported basis | 8.8 | 16.1 | % | ||
Foreign exchange impact (1) | 4.4 | 8.1 | % | ||
Change on a constant currency basis | $ | 13.2 | 24.2 | % | |
Consolidated: | |||||
2015 revenue | $ | 353.1 | |||
2014 revenue | 303.4 | ||||
Change on an as reported basis | 49.7 | 16.4 | % | ||
Foreign exchange impact (1) | 4.4 | 1.4 | % | ||
Change on a constant currency basis | $ | 54.1 | 17.8 | % |
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Revenue | $ | 353.1 | $ | 303.4 | |||
Net loss attributable to the Company | $ | (6.6 | ) | $ | (14.7 | ) | |
Net interest expense | 43.9 | 50.3 | |||||
Benefit for income taxes | (3.0 | ) | (0.1 | ) | |||
Depreciation and amortization | 69.1 | 51.5 | |||||
EBITDA | 103.4 | 87.0 | |||||
Adjustments to EBITDA: | |||||||
Stock-based compensation | 2.4 | 2.0 | |||||
Mergers and acquisitions, divestitures and business optimization(1) | 0.5 | 4.0 | |||||
Technology transformation(2) | 5.8 | 1.0 | |||||
Other(3) | 2.1 | 1.3 | |||||
Total adjustments to EBITDA | 10.8 | 8.3 | |||||
Adjusted EBITDA | $ | 114.2 | $ | 95.3 | |||
EBITDA margin | 29.3 | % | 28.7 | % | |||
Adjusted EBITDA margin | 32.3 | % | 31.4 | % |
(1) | In 2015, consisted of a $0.4 million adjustment for contingent consideration expense from a previous acquisition and $0.1 million of acquisition expenses. In 2014, consisted of $2.7 million of merger and acquisition integration expenses, $0.5 million of contingent consideration expense for a previous acquisition, $0.5 million of acquisition expenses and $0.3 million of business optimization expenses. |
(2) | In 2015 and 2014, represented costs associated with a project to transform our technology infrastructure. |
(3) | In 2015, consisted of $0.9 million mark-to-market loss related to ineffectiveness on our interest rate hedge, $0.7 million of currency remeasurement, $0.4 million of loan fees and $0.1 million of miscellaneous. In 2014, consisted of $0.6 million of loan fees and $0.7 million of miscellaneous. |
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Net loss attributable to the Company | (6.6 | ) | (14.7 | ) | |||
Stock-based compensation | 2.4 | 2.0 | |||||
Mergers and acquisitions, divestitures and business optimization(1) | 0.5 | 4.0 | |||||
Technology transformation(2) | 5.8 | 1.0 | |||||
Other(3) | 1.8 | 0.7 | |||||
Amortization of certain intangible assets (4) | 45.4 | 34.6 | |||||
Total adjustments before income tax items | 55.9 | 42.3 | |||||
Change in provision for income taxes per schedule 4 | (19.9 | ) | (9.2 | ) | |||
Adjusted Net Income | $ | 29.4 | $ | 18.4 |
(1) | In 2015, consisted of a $0.4 million adjustment for contingent consideration expense from a previous acquisition and $0.1 million of acquisition expenses. In 2014, consisted of $2.7 million of merger and acquisition integration expenses, $0.5 million of contingent consideration expense from a previous acquisition, $0.5 million of acquisition expenses and $0.3 million of business optimization expenses. |
(2) | In 2015 and 2014, represented costs associated with a project to transform our technology infrastructure. |
(3) | In 2015, consisted of $0.9 million mark-to-market loss related to ineffectiveness on our interest rate hedge, $0.7 million of currency remeasurement and $0.2 million of miscellaneous. In 2014, consisted of $0.7 million of miscellaneous. |
(4) | In 2015, consisted of $39.3 million of amortization of intangible assets from our 2012 change in control and $6.1 million of amortization of acquired intangible assets that were established subsequent to our 2012 change in control. In 2014, consisted of $31.5 million of amortization of intangible assets from our 2012 change in control and $3.1 million of amortization of acquired intangible assets that were established subsequent to our 2012 change in control. |
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Loss before income taxes | $ | (7.4 | ) | $ | (13.6 | ) | |
Total adjustments before income taxes per Schedule 3 | 55.9 | 42.3 | |||||
Adjusted income before income taxes | $ | 48.5 | $ | 28.7 | |||
(Provision) benefit for income taxes | $ | 3.0 | $ | 0.1 | |||
Adjustments for income taxes: | |||||||
Tax effect of above adjustments(1) | (21.8 | ) | (15.1 | ) | |||
Eliminate impact of adjustments for unremitted foreign earnings(2) | 1.5 | 1.7 | |||||
Eliminate impact of acquisition-related items(3) | — | 1.8 | |||||
Other(4) | 0.4 | 2.4 | |||||
Total adjustments for income taxes | (19.9 | ) | (9.2 | ) | |||
Adjusted (provision) benefit for income taxes | $ | (16.9 | ) | $ | (9.1 | ) | |
Effective tax rate | 40.1 | % | 0.6 | % | |||
Adjusted effective tax rate | 34.8 | % | 31.8 | % |
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Revenue: | |||||||
Online Data Services | $ | 149.7 | $ | 131.2 | |||
Marketing Services | 33.2 | 30.9 | |||||
Decision Services | 39.3 | 32.1 | |||||
Total USIS | 222.2 | 194.2 | |||||
Developed Markets | 20.5 | 19.7 | |||||
Emerging Markets | 42.4 | 34.4 | |||||
Total International | 62.9 | 54.1 | |||||
Consumer Interactive | 68.0 | 55.1 | |||||
Total revenue | $ | 353.1 | $ | 303.4 | |||
Reconciliation of operating income to Adjusted Operating Income: | |||||||
USIS operating income | $ | 31.3 | $ | 32.4 | |||
Mergers and acquisitions, divestitures and business optimization(1) | 0.4 | 2.5 | |||||
Technology transformation(2) | 5.5 | 0.9 | |||||
Other(3) | — | 0.4 | |||||
Adjusted USIS Operating Income | 37.2 | 36.2 | |||||
International operating income | 2.4 | 2.2 | |||||
Mergers and acquisitions, divestitures and business optimization(1) | — | 0.2 | |||||
Technology transformation(2) | 0.3 | 0.1 | |||||
Other(3) | — | 0.3 | |||||
Adjusted International Operating Income | 2.7 | 2.8 | |||||
Consumer Interactive operating income | 23.6 | 19.0 | |||||
Corporate operating loss | (20.8 | ) | (18.8 | ) | |||
Mergers and acquisitions, divestitures and business optimization(1) | — | 0.2 | |||||
Adjusted Corporate Operating Income | (20.8 | ) | (18.6 | ) | |||
Total operating income | 36.5 | 34.8 | |||||
Mergers and acquisitions, divestitures and business optimization(1) | 0.4 | 2.9 | |||||
Technology transformation(2) | 5.8 | 1.0 | |||||
Other(3) | — | 0.7 | |||||
Total operating income adjustments | 6.2 | 4.6 | |||||
Total Adjusted Operating Income | $ | 42.7 | $ | 39.4 | |||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Operating margin: | |||||||
USIS | 14.1 | % | 16.7 | % | |||
International | 3.8 | % | 4.2 | % | |||
Consumer Interactive | 34.7 | % | 34.5 | % | |||
Total operating margin | 10.3 | % | 11.5 | % | |||
Adjusted Operating Margin: | |||||||
USIS | 16.7 | % | 18.6 | % | |||
International | 4.3 | % | 5.2 | % | |||
Consumer Interactive | 34.7 | % | 34.5 | % | |||
Total Adjusted Operating Margin | 12.1 | % | 13.0 | % |
(1) | In 2015, consisted of a $0.4 million adjustment for contingent consideration expense. In 2014, consisted of $2.7 million of merger and acquisition integration expenses and $0.3 million of business optimization expenses. |
(2) | In 2015 and 2014, represented costs associated with a project to transform our technology infrastructure. |
(3) | In 2014, consisted of miscellaneous. |
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Depreciation and amortization: | |||||||
USIS | $ | 50.1 | $ | 37.9 | |||
International | 14.7 | 10.4 | |||||
Consumer Interactive | 3.1 | 2.3 | |||||
Corporate | 1.2 | 0.9 | |||||
Total depreciation and amortization | $ | 69.1 | $ | 51.5 |
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