Fidelity National Information Services, Inc. - 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed on November 30, 2009, by Fidelity National Information Services, Inc. (FIS). The filing addresses significant corporate transactions and provides supplemental financial data to assist investors in understanding the company's operating performance following major structural changes.
Key Financial Metrics and Transactions
- Metavante Merger: FIS completed the acquisition of Metavante Technologies, Inc. on October 1, 2009. The transaction was treated as a purchase, with Metavante's results included in FIS consolidated results from that date. Shareholders received 1.35 shares of FIS common stock for each Metavante share.
- ClearPar Divestiture: On October 29, 2009, FIS agreed to sell its ClearPar automated syndicated loan trade settlement business to Markit Group Holdings Limited. The transaction is expected to close by the end of the fourth quarter of 2009.
- Reporting Changes: ClearPar results will be reported as discontinued operations beginning with the periods ended December 31, 2009.
- Financial Data Availability: The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1 for unaudited pro forma condensed combined financial information.
Material Changes and Recasting
Due to the Metavante merger and the ClearPar sale, FIS management has furnished supplemental schedules to recast revenues and operating income. These schedules adjust the first three quarters of 2009 and the full year and fourth quarter of 2008 to reflect:
- Pro forma inclusion of Metavante as if the merger occurred on January 1 of each respective year.
- Reporting of ClearPar results as discontinued operations.
Guidance, Outlook, and Risks
Management Commentary: Management utilizes non-GAAP measures for planning and performance evaluation, excluding items not indicative of core operating results. However, these measures should not be used in isolation from GAAP measures.
Risks and Contingencies:
- Pro Forma Limitations: The unaudited pro forma information is for illustrative purposes only and does not reflect actual results had the companies been combined earlier, nor does it account for potential business model changes or current market conditions.
- Purchase Price Allocation: The preliminary allocation of the purchase price for Metavante is subject to adjustment and may vary significantly from the final allocation upon completion of the appraisal process.
- Legal Status: The information in Items 2.02 and 9.01 is "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, meaning it is not subject to the liabilities of that section and will not be incorporated by reference into registration statements.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific unaudited pro forma financial schedules referenced in the text.
- Verify the final purchase price allocation for the Metavante acquisition once the appraisal process is complete.
- Monitor the closing status of the ClearPar sale to Markit Group Holdings Limited, expected by the end of Q4 2009.
- Compare the non-GAAP measures provided by management against GAAP financial statements to understand the impact of excluded items.