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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Worldpay Inc | NYSE:WP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 135.00 | 0 | 01:00:00 |
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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26-4532998
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Page
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|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
$
|
1,073.0
|
|
|
$
|
1,006.8
|
|
|
$
|
2,043.0
|
|
|
$
|
1,857.5
|
|
Sales and marketing
|
|
304.0
|
|
|
283.4
|
|
|
594.9
|
|
|
549.4
|
|
||||
Other operating costs
|
|
173.5
|
|
|
185.5
|
|
|
354.5
|
|
|
340.6
|
|
||||
General and administrative
|
|
105.6
|
|
|
136.8
|
|
|
233.0
|
|
|
386.9
|
|
||||
Depreciation and amortization
|
|
253.4
|
|
|
287.9
|
|
|
517.8
|
|
|
495.1
|
|
||||
Income (loss) from operations
|
|
236.5
|
|
|
113.2
|
|
|
342.8
|
|
|
85.5
|
|
||||
Interest expense—net
|
|
(69.2
|
)
|
|
(79.9
|
)
|
|
(141.3
|
)
|
|
(155.1
|
)
|
||||
Non-operating income (expense)
|
|
(4.2
|
)
|
|
(22.0
|
)
|
|
(0.7
|
)
|
|
(30.6
|
)
|
||||
Income (loss) before applicable income taxes
|
|
163.1
|
|
|
11.3
|
|
|
200.8
|
|
|
(100.2
|
)
|
||||
Income tax expense (benefit)
|
|
18.6
|
|
|
12.8
|
|
|
18.2
|
|
|
(0.4
|
)
|
||||
Net income (loss)
|
|
144.5
|
|
|
(1.5
|
)
|
|
182.6
|
|
|
(99.8
|
)
|
||||
Less: Net income attributable to non-controlling interests
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
(2.9
|
)
|
|
(0.7
|
)
|
||||
Net income (loss) attributable to Worldpay, Inc.
|
|
$
|
143.3
|
|
|
$
|
(2.9
|
)
|
|
$
|
179.7
|
|
|
$
|
(100.5
|
)
|
Net income (loss) per share attributable to Worldpay, Inc. Class A common stock:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.46
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.35
|
)
|
Diluted
|
|
$
|
0.46
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.58
|
|
|
$
|
(0.35
|
)
|
Shares used in computing net income (loss) per share of Class A common stock:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
311,029,474
|
|
|
296,204,304
|
|
|
306,562,681
|
|
|
284,868,484
|
|
||||
Diluted
|
|
313,083,818
|
|
|
296,204,304
|
|
|
312,834,187
|
|
|
284,868,484
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
|
$
|
144.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
182.6
|
|
|
$
|
(99.8
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on hedging activities and foreign currency translation
|
|
(236.5
|
)
|
|
(70.2
|
)
|
|
(66.2
|
)
|
|
(48.2
|
)
|
||||
Comprehensive income (loss)
|
|
(92.0
|
)
|
|
(71.7
|
)
|
|
116.4
|
|
|
(148.0
|
)
|
||||
Less: Comprehensive (income) attributable to non-controlling interests
|
|
(1.2
|
)
|
|
1.4
|
|
|
(10.9
|
)
|
|
1.0
|
|
||||
Comprehensive income (loss) attributable to Worldpay, Inc.
|
|
$
|
(93.2
|
)
|
|
$
|
(70.3
|
)
|
|
$
|
105.5
|
|
|
$
|
(147.0
|
)
|
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
288.6
|
|
|
$
|
196.5
|
|
Accounts receivable—net
|
1,681.0
|
|
|
1,694.8
|
|
||
Settlement assets and merchant float
|
5,126.8
|
|
|
3,132.3
|
|
||
Prepaid expenses
|
91.5
|
|
|
80.0
|
|
||
Other
|
567.6
|
|
|
526.1
|
|
||
Total current assets
|
7,755.5
|
|
|
5,629.7
|
|
||
Property, equipment and software—net
|
1,105.5
|
|
|
1,074.1
|
|
||
Intangible assets—net
|
2,740.9
|
|
|
3,127.8
|
|
||
Goodwill
|
14,100.3
|
|
|
14,137.9
|
|
||
Deferred taxes
|
1,176.2
|
|
|
789.9
|
|
||
Other assets
|
219.0
|
|
|
129.1
|
|
||
Total assets
|
$
|
27,097.4
|
|
|
$
|
24,888.5
|
|
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
1,276.8
|
|
|
$
|
1,188.7
|
|
Settlement obligations
|
5,918.5
|
|
|
3,723.6
|
|
||
Current portion of notes payable
|
218.5
|
|
|
225.7
|
|
||
Current portion of tax receivable agreement obligations
|
28.5
|
|
|
73.1
|
|
||
Deferred income
|
30.2
|
|
|
25.1
|
|
||
Current maturities of finance lease obligations
|
20.0
|
|
|
22.7
|
|
||
Other
|
658.2
|
|
|
630.3
|
|
||
Total current liabilities
|
8,150.7
|
|
|
5,889.2
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Notes payable
|
6,944.0
|
|
|
7,622.1
|
|
||
Tax receivable agreement obligations
|
890.2
|
|
|
590.8
|
|
||
Finance lease obligations
|
24.3
|
|
|
34.3
|
|
||
Deferred taxes
|
345.1
|
|
|
473.7
|
|
||
Other
|
197.3
|
|
|
74.4
|
|
||
Total long-term liabilities
|
8,400.9
|
|
|
8,795.3
|
|
||
Total liabilities
|
16,551.6
|
|
|
14,684.5
|
|
||
Commitments and contingencies (See Note 9 - Commitments, Contingencies and Guarantees)
|
|
|
|
|
|||
Equity:
|
|
|
|
|
|
||
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 311,377,774 shares outstanding at June 30, 2019 and 300,454,590 shares outstanding at December 31, 2018
|
—
|
|
|
—
|
|
||
Class B common stock, no par value; 100,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and 10,252,826 shares issued and outstanding at December 31, 2018
|
—
|
|
|
—
|
|
||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Paid-in capital
|
10,713.2
|
|
|
10,135.3
|
|
||
Retained earnings
|
772.8
|
|
|
593.1
|
|
||
Accumulated other comprehensive loss
|
(805.4
|
)
|
|
(731.2
|
)
|
||
Treasury stock, at cost; 3,573,751 shares at June 30, 2019 and 3,574,553 shares at December 31, 2018
|
(145.4
|
)
|
|
(142.8
|
)
|
||
Total Worldpay, Inc. equity
|
10,535.2
|
|
|
9,854.4
|
|
||
Non-controlling interests
|
10.6
|
|
|
349.6
|
|
||
Total equity
|
10,545.8
|
|
|
10,204.0
|
|
||
Total liabilities and equity
|
$
|
27,097.4
|
|
|
$
|
24,888.5
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
182.6
|
|
|
$
|
(99.8
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization expense
|
517.8
|
|
|
495.1
|
|
||
Amortization of customer incentives
|
15.1
|
|
|
12.6
|
|
||
Amortization and write-off of debt issuance costs
|
1.9
|
|
|
72.9
|
|
||
Gain on foreign currency forward
|
—
|
|
|
(35.9
|
)
|
||
Share-based compensation expense
|
57.6
|
|
|
56.2
|
|
||
Deferred tax (benefit) expense
|
(28.6
|
)
|
|
27.3
|
|
||
Tax receivable agreements non-cash items
|
(3.4
|
)
|
|
(6.4
|
)
|
||
Other
|
(1.5
|
)
|
|
1.2
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
9.1
|
|
|
(50.3
|
)
|
||
Net settlement assets and obligations
|
20.6
|
|
|
105.7
|
|
||
Prepaid and other assets
|
19.4
|
|
|
(33.4
|
)
|
||
Accounts payable and accrued expenses
|
113.4
|
|
|
(159.6
|
)
|
||
Other liabilities
|
31.5
|
|
|
(6.8
|
)
|
||
Net cash provided by operating activities
|
935.5
|
|
|
378.8
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(175.5
|
)
|
|
(103.1
|
)
|
||
Acquisition of customer portfolios and related assets and other
|
(12.7
|
)
|
|
(51.1
|
)
|
||
Purchase of interest rate caps
|
—
|
|
|
(8.1
|
)
|
||
Proceeds from foreign currency forward
|
—
|
|
|
71.5
|
|
||
Cash acquired in acquisitions, net of cash used
|
—
|
|
|
1,405.8
|
|
||
Other
|
9.1
|
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(179.1
|
)
|
|
1,315.0
|
|
||
Financing Activities:
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,951.8
|
|
||
Borrowings on revolving credit facility
|
4,204.0
|
|
|
2,598.0
|
|
||
Repayment of revolving credit facility
|
(4,254.0
|
)
|
|
(2,823.0
|
)
|
||
Repayment of debt and finance lease obligations
|
(643.5
|
)
|
|
(2,590.3
|
)
|
||
Payment of debt issuance costs
|
—
|
|
|
(91.1
|
)
|
||
Proceeds from issuance of Class A common stock under employee stock plans
|
16.7
|
|
|
14.9
|
|
||
Repurchase of Class A common stock (to satisfy tax withholding obligations)
|
(20.0
|
)
|
|
(11.7
|
)
|
||
Settlement and payments under certain tax receivable agreements
|
(69.7
|
)
|
|
(140.6
|
)
|
||
Distributions to non-controlling interests
|
(3.3
|
)
|
|
(6.4
|
)
|
||
Net cash provided by (used in) financing activities
|
(769.8
|
)
|
|
(98.4
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(13.4
|
)
|
|
1,595.4
|
|
||
Cash and cash equivalents—Beginning of period
|
2,581.3
|
|
|
1,272.2
|
|
||
Effect of exchange rate changes on cash
|
(18.7
|
)
|
|
(139.2
|
)
|
||
Cash and cash equivalents—End of period
|
$
|
2,549.2
|
|
|
$
|
2,728.4
|
|
Cash Payments:
|
|
|
|
|
|
||
Interest
|
$
|
125.3
|
|
|
$
|
149.3
|
|
Income taxes
|
22.6
|
|
|
6.2
|
|
||
Non-cash Items:
|
|
|
|
||||
Issuance of tax receivable agreements
|
$
|
327.9
|
|
|
$
|
120.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, April 1, 2019
|
$
|
10,611.9
|
|
|
311.2
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3.6
|
|
|
$
|
(138.7
|
)
|
|
$
|
10,679.6
|
|
|
$
|
629.5
|
|
|
$
|
(568.9
|
)
|
|
$
|
10.4
|
|
Net income
|
144.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143.3
|
|
|
—
|
|
|
1.2
|
|
||||||||
Issuance of Class A common stock under employee benefit trust and employee benefit plans, net of forfeitures
|
9.7
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (including to satisfy tax withheld obligation)
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with Fifth Third Stock sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized gain on hedging activities and foreign currency translation, net of tax
|
(236.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236.5
|
)
|
|
—
|
|
||||||||
Distribution to non-controlling interests
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||||
Share-based compensation
|
24.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Reallocation of non-controlling interests of Worldpay Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Ending Balance, June 30 2019
|
$
|
10,545.8
|
|
|
311.4
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3.6
|
|
|
$
|
(145.4
|
)
|
|
$
|
10,713.2
|
|
|
$
|
772.8
|
|
|
$
|
(805.4
|
)
|
|
$
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, January 1, 2019
|
$
|
10,204.0
|
|
|
300.5
|
|
|
$
|
—
|
|
|
10.3
|
|
|
$
|
—
|
|
|
3.6
|
|
|
$
|
(142.8
|
)
|
|
$
|
10,135.3
|
|
|
$
|
593.1
|
|
|
$
|
(731.2
|
)
|
|
$
|
349.6
|
|
Net income
|
182.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179.7
|
|
|
—
|
|
|
2.9
|
|
||||||||
Issuance of Class A common stock under employee benefit trust and employee benefit plans, net of forfeitures
|
16.7
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
17.4
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (including to satisfy tax withheld obligation)
|
(20.0
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(20.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with Fifth Third Stock sale
|
—
|
|
|
10.3
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
174.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized gain on hedging activities and foreign currency translation, net of tax
|
(66.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.2
|
)
|
|
8.0
|
|
||||||||
Distribution to non-controlling interests
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
||||||||
Share-based compensation
|
57.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.3
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Reallocation of non-controlling interests of Worldpay Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347.4
|
|
|
—
|
|
|
—
|
|
|
(347.4
|
)
|
||||||||
Ending Balance, June 30 2019
|
$
|
10,545.8
|
|
|
311.4
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3.6
|
|
|
$
|
(145.4
|
)
|
|
$
|
10,713.2
|
|
|
$
|
772.8
|
|
|
$
|
(805.4
|
)
|
|
$
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, April 1, 2018
|
$
|
10,992.2
|
|
|
297.4
|
|
|
$
|
—
|
|
|
15.3
|
|
|
$
|
—
|
|
|
3.0
|
|
|
$
|
(95.0
|
)
|
|
$
|
10,030.8
|
|
|
$
|
482.7
|
|
|
$
|
23.8
|
|
|
$
|
549.9
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
1.4
|
|
||||||||
Issuance of Class A common stock for acquisition
|
(64.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(64.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures
|
7.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock under employee benefit trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (including to satisfy taxes withheld obligation)
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with Fifth Third Stock Sale
|
—
|
|
|
5.0
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement of certain tax receivable agreements
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized loss on hedging activities and foreign currency translation, net of tax
|
(70.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.4
|
)
|
|
(2.8
|
)
|
||||||||
Distribution to non-controlling interests
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||||
Share-based compensation
|
39.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||
Reallocation of non-controlling interests of Worldpay Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177.0
|
|
|
—
|
|
|
—
|
|
|
(177.0
|
)
|
||||||||
Ending Balance, June 30, 2018
|
$
|
10,874.6
|
|
|
301.8
|
|
|
$
|
—
|
|
|
10.3
|
|
|
$
|
—
|
|
|
3.8
|
|
|
$
|
(158.6
|
)
|
|
$
|
10,224.4
|
|
|
$
|
479.8
|
|
|
$
|
(43.6
|
)
|
|
$
|
372.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, January 1, 2018
|
$
|
600.6
|
|
|
162.6
|
|
|
$
|
—
|
|
|
15.3
|
|
|
$
|
—
|
|
|
2.9
|
|
|
$
|
(83.8
|
)
|
|
$
|
55.4
|
|
|
$
|
558.0
|
|
|
$
|
2.9
|
|
|
$
|
68.1
|
|
Cumulative effect of accounting change
|
22.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.3
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss
|
(99.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.5
|
)
|
|
—
|
|
|
0.7
|
|
||||||||
Issuance of Class A common stock for acquisition
|
10,364.8
|
|
|
133.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(64.6
|
)
|
|
10,429.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures
|
14.9
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock under employee benefit trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (including to satisfy taxes withheld obligation)
|
(11.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with Fifth Third Stock Sale
|
—
|
|
|
5.0
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement of certain tax receivable agreements
|
15.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized loss on hedging activities and foreign currency translation, net of tax
|
(48.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.5
|
)
|
|
(1.7
|
)
|
||||||||
Distribution to non-controlling interests
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
||||||||
Share-based compensation
|
56.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.4
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||||||
Reallocation of non-controlling interests of Worldpay Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309.1
|
)
|
|
—
|
|
|
—
|
|
|
309.1
|
|
||||||||
Ending Balance, June 30, 2018
|
$
|
10,874.6
|
|
|
301.8
|
|
|
$
|
—
|
|
|
10.3
|
|
|
$
|
—
|
|
|
3.8
|
|
|
$
|
(158.6
|
)
|
|
$
|
10,224.4
|
|
|
$
|
479.8
|
|
|
$
|
(43.6
|
)
|
|
$
|
372.6
|
|
|
|
|
|
|
|
•
|
Sales and marketing
expense primarily consists of compensation, commissions and benefits paid to sales personnel, sales management and other sales and marketing personnel, amortization of capitalized commission fees, payments made to multiple referral partners, and advertising and promotional costs.
|
•
|
Other operating costs
primarily consist of compensation and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software fees, maintenance costs, occupancy costs and consulting costs.
|
•
|
General and administrative
expenses primarily consist of compensation and benefits paid to executive management and administrative employees, including finance, human resources, product, legal and risk management, share-based compensation costs, office equipment, occupancy costs and consulting costs.
|
•
|
Non-operating income (expense)
primarily consists of other income and expense items outside of the Company’s operating activities.
|
|
|
|
|
|
June 30,
2019 |
|
June 30,
2018 |
||||
Cash and cash equivalents on Consolidated Statements of Financial Position
|
|
$
|
288.6
|
|
|
$
|
367.7
|
|
Other restricted cash (other current assets)
|
|
546.0
|
|
|
487.5
|
|
||
Merchant float (in settlement assets and merchant float)
|
|
1,714.6
|
|
|
1,873.2
|
|
||
Total cash and cash equivalents per the Consolidated Statements of Cash Flows
|
|
$
|
2,549.2
|
|
|
$
|
2,728.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer Solutions
|
|
Total
|
||||||||
Major Products and Services
(1)
|
|
|
|
|
|
|
|
|
||||||||
Processing services
|
|
$
|
320.0
|
|
|
$
|
410.3
|
|
|
$
|
49.4
|
|
|
$
|
779.7
|
|
Products and services
|
|
146.2
|
|
|
109.7
|
|
|
37.4
|
|
|
293.3
|
|
||||
Total
|
|
$
|
466.2
|
|
|
$
|
520.0
|
|
|
$
|
86.8
|
|
|
$
|
1,073.0
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer Solutions
|
|
Total
|
||||||||
Major Products and Services
(1)
|
|
|
|
|
|
|
|
|
||||||||
Processing services
|
|
$
|
270.8
|
|
|
$
|
413.8
|
|
|
$
|
48.8
|
|
|
$
|
733.4
|
|
Products and services
|
|
130.8
|
|
|
106.6
|
|
|
36.0
|
|
|
273.4
|
|
||||
Total
|
|
$
|
401.6
|
|
|
$
|
520.4
|
|
|
$
|
84.8
|
|
|
$
|
1,006.8
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer Solutions
|
|
Total
|
||||||||
Major Products and Services
(1)
|
|
|
|
|
|
|
|
|
||||||||
Processing services
|
|
$
|
604.0
|
|
|
$
|
771.6
|
|
|
$
|
95.6
|
|
|
$
|
1,471.2
|
|
Products and services
|
|
289.5
|
|
|
207.8
|
|
|
74.5
|
|
|
571.8
|
|
||||
Total
|
|
$
|
893.5
|
|
|
$
|
979.4
|
|
|
$
|
170.1
|
|
|
$
|
2,043.0
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer Solutions
|
|
Total
|
||||||||
Major Products and Services
(1)
|
|
|
|
|
|
|
|
|
||||||||
Processing services
|
|
$
|
500.9
|
|
|
$
|
753.8
|
|
|
$
|
95.6
|
|
|
$
|
1,350.3
|
|
Products and services
|
|
237.1
|
|
|
198.8
|
|
|
71.3
|
|
|
507.2
|
|
||||
Total
|
|
$
|
738.0
|
|
|
$
|
952.6
|
|
|
$
|
166.9
|
|
|
$
|
1,857.5
|
|
(1)
|
Revenue breakdown is based on management’s view and certain products and services revenue may be based on the number or volume of transactions.
|
|
|
|
|
|
|
Leases
|
|
Classification
|
|
June 30, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Other long-term assets
|
|
$
|
87.8
|
|
Finance lease assets
|
|
Property, equipment and software-net
|
|
30.1
|
|
|
Finance lease assets
|
|
Intangible assets - net
|
|
8.5
|
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current:
|
|
|
|
|
||
Operating
|
|
Other current liabilities
|
|
$
|
20.2
|
|
Finance
|
|
Current maturities of finance lease obligations
|
|
20.0
|
|
|
Non-current:
|
|
|
|
|
||
Operating
|
|
Other non-current liabilities
|
|
111.9
|
|
|
Finance
|
|
Finance lease obligations
|
|
24.3
|
|
Leases
|
|
Classification
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Operating lease cost:
|
|
General and administrative and Other operating costs
|
|
|
|
|
||||
Short-term
|
|
|
|
$
|
0.8
|
|
|
$
|
1.6
|
|
Long-term
|
|
|
|
8.6
|
|
|
17.9
|
|
||
Finance lease cost:
|
|
|
|
|
|
|
||||
Amortization of leased assets
|
|
Depreciation and amortization
|
|
3.9
|
|
|
7.5
|
|
||
Interest on lease liabilities
|
|
Interest expense-net
|
|
0.6
|
|
|
1.2
|
|
||
Total lease cost
|
|
|
|
$
|
13.9
|
|
|
$
|
28.2
|
|
|
|
|
Maturity of Lease Liabilities
|
|
Operating
|
|
Finance
|
||||
Six months ended December 31, 2019
|
|
$
|
12.4
|
|
|
$
|
12.4
|
|
2020
|
|
23.3
|
|
|
17.1
|
|
||
2021
|
|
19.8
|
|
|
12.6
|
|
||
2022
|
|
17.5
|
|
|
5.3
|
|
||
2023
|
|
15.1
|
|
|
—
|
|
||
Thereafter
|
|
69.1
|
|
|
—
|
|
||
Total
|
|
157.2
|
|
|
47.4
|
|
||
Less: Interest
|
|
25.1
|
|
|
3.1
|
|
||
Present value of lease liabilities
|
|
$
|
132.1
|
|
|
$
|
44.3
|
|
Year Ended December 31,
|
|
||
2019
|
$
|
27.8
|
|
2020
|
23.2
|
|
|
2021
|
21.7
|
|
|
2022
|
19.0
|
|
|
2023
|
15.6
|
|
|
Thereafter
|
71.2
|
|
|
Total
|
$
|
178.5
|
|
Lease Term and Discount Rate
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (years):
|
|
|
|
Operating leases
|
|
8.8
|
|
Finance leases
|
|
2.5
|
|
Weighted-average discount rate:
|
|
|
|
Operating leases
|
|
3.9
|
%
|
Finance leases
|
|
4.9
|
%
|
|
|
Six Months Ended June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows used for operating leases
|
|
$
|
12.0
|
|
Operating cash flows used for finance leases
|
|
1.3
|
|
|
Financing cash flows used for finance leases
|
|
13.5
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
—
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
2.6
|
|
|
|
|
Cash acquired
|
$
|
569.9
|
|
Current assets
(1)
|
4,113.8
|
|
|
Property, equipment and software
|
561.1
|
|
|
Intangible assets
|
3,380.1
|
|
|
Goodwill
|
10,571.9
|
|
|
Other non-current assets
|
109.3
|
|
|
Current liabilities
(2)
|
(4,524.8
|
)
|
|
Long-term debt
(3)
|
(2,304.7
|
)
|
|
Deferred tax liability
|
(532.8
|
)
|
|
Non-current liabilities
|
(68.3
|
)
|
|
Total purchase price
|
$
|
11,875.5
|
|
|
(1)
|
Includes
$1,944.9 million
of merchant float and
$511.1 million
of other restricted cash.
|
(2)
|
Includes
$118.6 million
of dividend payable to reflect the special dividend granted to the shareholders of Legacy Worldpay.
|
(3)
|
Includes
$1,631.0 million
of debt which was paid off subsequent to the completion of acquisition.
|
|
|
|
|
Six Months Ended June 30, 2018
|
||
Total revenue
|
$
|
1,921.3
|
|
Net income attributable to Worldpay, Inc.
|
47.5
|
|
|
Net income per share attributable to Worldpay, Inc. Class A common stock:
|
|
||
Basic
|
$
|
0.17
|
|
Diluted
|
$
|
0.17
|
|
Shares used in computing net income per share of Class A common stock:
|
|
||
Basic
|
284,868,484
|
|
|
Diluted
|
286,984,860
|
|
•
|
additional amortization expense that would have been recognized relating to the acquired intangible assets; and
|
•
|
adjustment to interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition and removal of Legacy Worldpay debt.
|
•
|
a reduction in expenses for the
six months ended June 30, 2018
relating to acquisition-related transaction costs and debt refinancing costs incurred by the Company, which were applied to the six months ended June 30, 2017.
|
|
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer Solutions
|
|
Total
|
||||||||
Balance as of December 31, 2018
|
|
$
|
9,608.4
|
|
|
$
|
3,934.3
|
|
|
$
|
595.2
|
|
|
$
|
14,137.9
|
|
Effect of foreign currency translation
|
|
(29.3
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
(37.6
|
)
|
||||
Balance as of June 30, 2019
|
|
$
|
9,579.1
|
|
|
$
|
3,926.0
|
|
|
$
|
595.2
|
|
|
$
|
14,100.3
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Customer relationship intangible assets
|
|
$
|
4,514.2
|
|
|
$
|
4,540.9
|
|
Trade name
|
|
347.4
|
|
|
348.8
|
|
||
Customer portfolios and related assets
|
|
334.3
|
|
|
323.8
|
|
||
Patents
|
|
2.6
|
|
|
2.3
|
|
||
|
|
5,198.5
|
|
|
5,215.8
|
|
||
Less accumulated amortization on:
|
|
|
|
|
||||
Customer relationship intangible assets
|
|
2,189.3
|
|
|
1,865.5
|
|
||
Trade name
|
|
53.3
|
|
|
35.5
|
|
||
Customer portfolios and related assets
|
|
215.0
|
|
|
187.0
|
|
||
|
|
2,457.6
|
|
|
2,088.0
|
|
||
Intangible assets, net
|
|
$
|
2,740.9
|
|
|
$
|
3,127.8
|
|
Six months ended December 31, 2019
|
|
$
|
368.4
|
|
2020
|
|
599.8
|
|
|
2021
|
|
497.2
|
|
|
2022
|
|
431.3
|
|
|
2023
|
|
269.3
|
|
|
2024
|
|
248.1
|
|
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Term A loan, maturing in January 2023
(1)
|
$
|
3,186.1
|
|
|
$
|
3,271.1
|
|
Term A loan, maturing in January 2023
(2)
|
579.2
|
|
|
597.6
|
|
||
Term B loan, maturing in October 2023
|
—
|
|
|
520.1
|
|
||
Term B loan, maturing in August 2024
(3)
|
1,733.1
|
|
|
1,741.8
|
|
||
Senior Unsecured Dollar Notes, maturing in November 2025
(4)
|
500.0
|
|
|
500.0
|
|
||
Senior Unsecured Sterling Notes, maturing in November 2025
(5)
|
595.8
|
|
|
598.5
|
|
||
Senior Unsecured Euro Note, maturing in November 2022
(6)
|
609.2
|
|
|
617.5
|
|
||
Leasehold mortgage, expiring on August 10, 2021
(7)
|
10.0
|
|
|
10.0
|
|
||
Revolving credit facility, expiring in January 2023
(8)
|
—
|
|
|
50.0
|
|
||
Less: Current portion of notes payable
|
(218.5
|
)
|
|
(225.7
|
)
|
||
Less: Original issue discount
|
(4.4
|
)
|
|
(6.2
|
)
|
||
Less: Debt issuance costs
|
(46.5
|
)
|
|
(52.6
|
)
|
||
Notes payable
|
$
|
6,944.0
|
|
|
$
|
7,622.1
|
|
|
(1)
|
Interest at a variable base rate (LIBOR) plus a spread rate (
150 basis points
) (weighted average rate of
3.88%
at
June 30, 2019
) and amortizing on a basis of
1.25%
per quarter during each of the first twelve quarters (June 2018 through March 2021),
1.875%
per quarter during the next four quarters (June 2021 through March 2022) and
2.50%
per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.
|
(2)
|
£457 million
principal outstanding, translated to U.S dollars at the spot rate of
1.2677
U.S. dollars per Pound Sterling at
June 30, 2019
. Interest at a variable base rate (GBP LIBOR) plus a spread rate (
150 basis points
) (total rate of
2.22%
at
June 30, 2019
) and amortizing on a basis of
1.25%
per quarter during each of the first twelve quarters (June 2018 through March 2021),
1.875%
per quarter during the next four quarters (June 2021 through March 2022) and
2.50%
per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.
|
(3)
|
Interest payable at a variable base rate (LIBOR) plus a spread rate (
175 basis points
) (weighted average rate of
4.14%
at
June 30, 2019
) and amortizing on a basis of
0.25%
per quarter, with a balloon payment due at maturity.
|
(4)
|
$500 million
principal senior unsecured notes with interest payable semi-annually at a fixed rate of
4.375%
and principal due upon maturity.
|
(5)
|
£470 million
principal senior unsecured notes with interest payable semi-annually at a fixed rate of
3.875%
and principal due upon maturity. The spot rate of
1.2677
U.S. dollars per Pound Sterling at
June 30, 2019
was used to translate the Note to U.S. dollars.
|
(6)
|
€500 million
principal senior unsecured note with interest payable semi-annually at a fixed rate of
3.75%
and principal due upon maturity. The spot rate of
1.1388
U.S. dollars per Euro at
June 30, 2019
was used to translate the Note to U.S. dollars. Includes remaining unamortized fair value premium of
$39.8 million
at
June 30, 2019
.
|
(7)
|
Interest payable monthly at a fixed rate of
6.22%
.
|
(8)
|
Available revolving credit facility of
$1.25 billion
borrowing interest at a variable base rate (total rate of
6.0%
at
June 30, 2019
).
|
•
|
$1,605 million
of additional Term A loans maturing in January 2023
|
•
|
$535 million
of additional Term B loans maturing in August 2024
|
•
|
$600 million
of additional revolving credit commitments, resulting in total available revolving credit of
$1,250 million
|
•
|
$594.5 million
backstop (expired on June 15, 2018)
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
Notional Value
|
|
Exposure Periods
|
|
Strike Rate
|
||
Interest rate swap
|
|
$
|
600
|
|
|
June 2018 to June 2021
|
|
|
Interest rate swap
|
|
500
|
|
|
June 2019 to June 2021
|
|
|
|
Total
|
|
$
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate cap
|
|
$
|
1,000
|
|
|
January 2017 to January 2020
|
|
0.75%
|
Interest rate cap
|
|
600
|
|
|
June 2018 to June 2021
|
|
2.25%
|
|
Total
|
|
$
|
1,600
|
|
|
|
|
|
|
Consolidated Statement of
Financial Position Location |
|
June 30, 2019
|
|
December 31, 2018
|
||||
Interest rate contracts
|
Other current assets
|
|
$
|
7.1
|
|
|
$
|
19.3
|
|
Interest rate contracts
|
Other long-term assets
|
|
0.4
|
|
|
5.3
|
|
||
Interest rate contracts
|
Other current liabilities
|
|
10.4
|
|
|
1.8
|
|
||
Interest rate contracts
|
Other long-term liabilities
|
|
15.5
|
|
|
8.2
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Amount of gain recognized in OCI
(1)
|
$
|
(14.4
|
)
|
|
$
|
3.2
|
|
|
$
|
(23.8
|
)
|
|
$
|
9.5
|
|
Amount of gain (loss) reclassified from OCI into earnings
|
1.6
|
|
|
0.2
|
|
|
3.8
|
|
|
(0.4
|
)
|
||||
Amount of gain recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(1)
|
“OCI” represents other comprehensive income.
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Interest Expense - Net
|
|
Interest Expense - Net
|
||||||||||||
Total amounts of income and expense line items presented in the Consolidated Statements of Income (Loss) in which effects of cash flow hedges are recorded
|
$
|
69.2
|
|
|
$
|
79.9
|
|
|
$
|
141.3
|
|
|
$
|
155.1
|
|
Gain (loss) on cash flow hedging relationships
|
1.6
|
|
|
0.2
|
|
|
3.8
|
|
|
(0.4
|
)
|
|
|
|
|
Worldpay, Inc.
|
|
Fifth Third
|
|
Total
|
|||
As of December 31, 2018
|
300,454,590
|
|
|
10,252,826
|
|
|
310,707,416
|
|
% of ownership
|
96.70
|
%
|
|
3.30
|
%
|
|
|
|
Fifth Third exchange of Worldpay Holding units for shares of Class A common stock
|
10,252,826
|
|
|
(10,252,826
|
)
|
|
—
|
|
Equity plan activity
(1)
|
670,358
|
|
|
—
|
|
|
670,358
|
|
As of June 30, 2019
|
311,377,774
|
|
|
—
|
|
|
311,377,774
|
|
% of ownership
|
100.00
|
%
|
|
—
|
%
|
|
|
|
(1)
|
Includes stock issued under the equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
144.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
182.6
|
|
|
$
|
(99.8
|
)
|
Items not allocable to non-controlling interests:
|
|
|
|
|
|
|
|
|
|
50.1
|
|
||||
Worldpay, Inc. expenses
(1)
|
0.8
|
|
|
19.5
|
|
|
2.5
|
|
|
50.1
|
|
||||
Worldpay Holding net income (loss)
|
$
|
145.3
|
|
|
$
|
18.0
|
|
|
$
|
185.1
|
|
|
$
|
(49.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to non-controlling interests of Fifth Third
(2)
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
1.1
|
|
|
$
|
(0.2
|
)
|
Net income attributable to joint venture non-controlling interest
(3)
|
1.2
|
|
|
0.6
|
|
|
1.8
|
|
|
0.9
|
|
||||
Total net income (loss) attributable to non-controlling interests
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
$
|
2.9
|
|
|
$
|
0.7
|
|
|
(1)
|
Primarily represents income tax expense for the
three and six months ended
June 30, 2019
. Primarily represents income tax expense for the
three months ended June 30, 2018
and acquisition related expenses for the
six months ended June 30, 2018
.
|
(2)
|
Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Worldpay Holding’s net income based on the proportionate ownership interests in Worldpay Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above.
|
(3)
|
Reflects net income attributable to the non-controlling interest of the joint venture.
|
|
|
|
•
|
Level 1 Inputs
—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.
|
•
|
Level 2 Inputs
—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves.
|
•
|
Level 3 Inputs
—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Fair Value Measurements Using
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.6
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
25.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
Mercury TRA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|
—
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
$
|
7,162.5
|
|
|
$
|
7,280.8
|
|
|
$
|
7,847.8
|
|
|
$
|
7,679.6
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Worldpay, Inc.
|
$
|
143.3
|
|
|
$
|
(2.9
|
)
|
|
$
|
179.7
|
|
|
$
|
(100.5
|
)
|
Shares used in computing basic net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Weighted-average Class A common shares
|
311,029,474
|
|
|
296,204,304
|
|
|
306,562,681
|
|
|
284,868,484
|
|
||||
Basic net income (loss) per share
|
$
|
0.46
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.35
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Consolidated (loss) before applicable income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200.8
|
|
|
$
|
—
|
|
Taxes
|
—
|
|
|
—
|
|
|
19.9
|
|
|
—
|
|
||||
Net income (loss) attributable to Worldpay, Inc.
|
$
|
143.3
|
|
|
$
|
(2.9
|
)
|
|
$
|
180.9
|
|
|
$
|
(100.5
|
)
|
Shares used in computing diluted net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Weighted-average Class A common shares
|
311,029,474
|
|
|
296,204,304
|
|
|
306,562,681
|
|
|
284,868,484
|
|
||||
Weighted-average Class B units of Worldpay Holding
|
—
|
|
|
—
|
|
|
4,328,971
|
|
|
—
|
|
||||
Stock options
|
1,243,851
|
|
|
—
|
|
|
1,086,803
|
|
|
—
|
|
||||
Restricted stock awards, restricted stock units and employee stock purchase plan
|
798,402
|
|
|
—
|
|
|
843,753
|
|
|
—
|
|
||||
Performance awards
|
12,091
|
|
|
—
|
|
|
11,979
|
|
|
—
|
|
||||
Diluted weighted-average shares outstanding
|
313,083,818
|
|
|
296,204,304
|
|
|
312,834,187
|
|
|
284,868,484
|
|
||||
Diluted net income (loss) per share
|
$
|
0.46
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.58
|
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
|
|
Total Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||||||
|
|
AOCI Beginning Balance
|
|
Pretax Activity
|
|
Tax Effect
|
|
Net Activity
|
|
Attributable to non-controlling interests
|
|
Attributable to Worldpay, Inc.
|
|
AOCI Ending Balance
|
||||||||||||||
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of cash flow hedges recorded in accumulated OCI
|
|
$
|
(25.0
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
3.6
|
|
|
$
|
(10.8
|
)
|
|
$
|
—
|
|
|
$
|
(10.8
|
)
|
|
$
|
(35.8
|
)
|
Net realized loss on cash flow hedges reclassified into earnings
(1)
|
|
14.2
|
|
|
(1.6
|
)
|
|
0.4
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
13.0
|
|
|||||||
Translation adjustments on net investment hedge recorded in AOCI
(2)
|
|
49.8
|
|
|
9.4
|
|
|
(2.2
|
)
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
57.0
|
|
|||||||
Foreign currency translation adjustments
(3)
|
|
(607.9
|
)
|
|
(231.7
|
)
|
|
—
|
|
|
(231.7
|
)
|
|
—
|
|
|
(231.7
|
)
|
|
(839.6
|
)
|
|||||||
Net change
|
|
$
|
(568.9
|
)
|
|
$
|
(238.3
|
)
|
|
$
|
1.8
|
|
|
$
|
(236.5
|
)
|
|
$
|
—
|
|
|
$
|
(236.5
|
)
|
|
$
|
(805.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of cash flow hedges recorded in accumulated OCI
|
|
$
|
(9.4
|
)
|
|
$
|
3.2
|
|
|
$
|
(0.7
|
)
|
|
$
|
2.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.4
|
|
|
$
|
(7.0
|
)
|
Net realized loss on cash flow hedges reclassified into earnings
(1)
|
|
17.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
17.0
|
|
|||||||
Translation adjustments on net investment hedge recorded in AOCI
(2)
|
|
(5.1
|
)
|
|
47.4
|
|
|
(11.1
|
)
|
|
36.3
|
|
|
(2.3
|
)
|
|
34.0
|
|
|
28.9
|
|
|||||||
Foreign currency translation adjustments
(3)
|
|
21.1
|
|
|
(108.8
|
)
|
|
—
|
|
|
(108.8
|
)
|
|
5.2
|
|
|
(103.6
|
)
|
|
(82.5
|
)
|
|||||||
Net change
|
|
$
|
23.8
|
|
|
$
|
(58.4
|
)
|
|
$
|
(11.8
|
)
|
|
$
|
(70.2
|
)
|
|
$
|
2.8
|
|
|
$
|
(67.4
|
)
|
|
$
|
(43.6
|
)
|
|
|
|
|
Total Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||||||
|
|
AOCI Beginning Balance
|
|
Pretax Activity
|
|
Tax Effect
|
|
Net Activity
|
|
Attributable to non-controlling interests
|
|
Attributable to Worldpay, Inc.
|
|
AOCI Ending Balance
|
||||||||||||||
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of cash flow hedges recorded in accumulated OCI
|
|
$
|
(18.0
|
)
|
|
$
|
(23.8
|
)
|
|
$
|
5.8
|
|
|
$
|
(18.0
|
)
|
|
$
|
0.2
|
|
|
$
|
(17.8
|
)
|
|
$
|
(35.8
|
)
|
Net realized loss on cash flow hedges reclassified into earnings
(1)
|
|
15.9
|
|
|
(3.8
|
)
|
|
0.9
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
13.0
|
|
|||||||
Translation adjustments on net investment hedge recorded in AOCI
(2)
|
|
52.2
|
|
|
5.9
|
|
|
(1.5
|
)
|
|
4.4
|
|
|
0.4
|
|
|
4.8
|
|
|
57.0
|
|
|||||||
Foreign currency translation adjustments
(3)
|
|
(781.3
|
)
|
|
(49.7
|
)
|
|
—
|
|
|
(49.7
|
)
|
|
(8.6
|
)
|
|
(58.3
|
)
|
|
(839.6
|
)
|
|||||||
Net change
|
|
$
|
(731.2
|
)
|
|
$
|
(71.4
|
)
|
|
$
|
5.2
|
|
|
$
|
(66.2
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(74.2
|
)
|
|
$
|
(805.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value of cash flow hedges recorded in accumulated OCI
|
|
$
|
(13.8
|
)
|
|
$
|
9.5
|
|
|
$
|
(2.2
|
)
|
|
$
|
7.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
6.8
|
|
|
$
|
(7.0
|
)
|
Net realized loss on cash flow hedges reclassified into earnings
(1)
|
|
16.7
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
17.0
|
|
|||||||
Translation adjustments on net investment hedge recorded in AOCI
(2)
|
|
—
|
|
|
39.9
|
|
|
(9.1
|
)
|
|
30.8
|
|
|
(1.9
|
)
|
|
28.9
|
|
|
28.9
|
|
|||||||
Foreign currency translation adjustments
(3)
|
|
—
|
|
|
(86.6
|
)
|
|
—
|
|
|
(86.6
|
)
|
|
4.1
|
|
|
(82.5
|
)
|
|
(82.5
|
)
|
|||||||
Net change
|
|
$
|
2.9
|
|
|
$
|
(36.8
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(48.2
|
)
|
|
$
|
1.7
|
|
|
$
|
(46.5
|
)
|
|
$
|
(43.6
|
)
|
|
|
|
|
OCI Component
|
|
Affected line in the accompanying consolidated statements of income
|
|||||||||
Pretax activity
(a)
|
|
Interest expense-net
|
|||||||||
Tax effect
|
|
Income tax expense
|
|||||||||
OCI attributable to non-controlling interests
|
|
Net income attributable to non-controlling interests
|
(a)
|
The
three and six months ended
June 30, 2019
and
2018
, reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.
|
(2)
|
See Note 7 - Derivatives and Hedging Activities for more information on net investment hedge activity.
|
(3)
|
There is no tax impact on the foreign translation adjustments due to the Tax Reform impact on distributions, enacted in 2017.
|
•
|
Technology Solutions
- Technology Solutions provides merchant acquiring, payment processing and related services to a diverse set of merchants that primarily accept payments through eCommerce and integrated payment solutions.
|
•
|
Merchant Solutions
- Merchant Solutions provides merchant acquiring, payment processing and related services to a diverse set of merchants that primarily accept payments through an omni-channel solution including terminal based.
|
•
|
Issuer Solutions
- Issuer Solutions provides card issuer processing, payment network processing, fraud protection and card production to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional PIN networks.
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
Technology
Solutions |
|
Merchant Solutions
|
|
Issuer
Solutions
|
|
Total
|
||||||||
Revenue
|
$
|
466.2
|
|
|
$
|
520.0
|
|
|
$
|
86.8
|
|
|
$
|
1,073.0
|
|
Sales and marketing
|
124.6
|
|
|
172.9
|
|
|
6.5
|
|
|
304.0
|
|
||||
Segment profit
|
$
|
341.6
|
|
|
$
|
347.1
|
|
|
$
|
80.3
|
|
|
$
|
769.0
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
Technology
Solutions |
|
Merchant Solutions
|
|
Issuer
Solutions
|
|
Total
|
||||||||
Revenue
|
$
|
401.6
|
|
|
$
|
520.4
|
|
|
$
|
84.8
|
|
|
$
|
1,006.8
|
|
Sales and marketing
|
98.1
|
|
|
179.0
|
|
|
6.3
|
|
|
283.4
|
|
||||
Segment profit
|
$
|
303.5
|
|
|
$
|
341.4
|
|
|
$
|
78.5
|
|
|
$
|
723.4
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
Technology Solutions
|
|
Merchant Solutions
|
|
Issuer
Solutions
|
|
Total
|
||||||||
Revenue
|
$
|
893.5
|
|
|
$
|
979.4
|
|
|
$
|
170.1
|
|
|
$
|
2,043.0
|
|
Sales and marketing
|
243.0
|
|
|
338.9
|
|
|
13.0
|
|
|
594.9
|
|
||||
Segment profit
|
$
|
650.5
|
|
|
$
|
640.5
|
|
|
$
|
157.1
|
|
|
$
|
1,448.1
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
Technology
Solutions |
|
Merchant Solutions
|
|
Issuer
Solutions
|
|
Total
|
||||||||
Revenue
|
$
|
738.0
|
|
|
$
|
952.6
|
|
|
$
|
166.9
|
|
|
$
|
1,857.5
|
|
Sales and marketing
|
194.0
|
|
|
342.8
|
|
|
12.6
|
|
|
549.4
|
|
||||
Segment profit
|
$
|
544.0
|
|
|
$
|
609.8
|
|
|
$
|
154.3
|
|
|
$
|
1,308.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total segment profit
|
$
|
769.0
|
|
|
$
|
723.4
|
|
|
$
|
1,448.1
|
|
|
$
|
1,308.1
|
|
Less: Other operating costs
|
(173.5
|
)
|
|
(185.5
|
)
|
|
(354.5
|
)
|
|
(340.6
|
)
|
||||
Less: General and administrative
|
(105.6
|
)
|
|
(136.8
|
)
|
|
(233.0
|
)
|
|
(386.9
|
)
|
||||
Less: Depreciation and amortization
|
(253.4
|
)
|
|
(287.9
|
)
|
|
(517.8
|
)
|
|
(495.1
|
)
|
||||
Less: Interest expense—net
|
(69.2
|
)
|
|
(79.9
|
)
|
|
(141.3
|
)
|
|
(155.1
|
)
|
||||
Less: Non-operating income (expense)
|
(4.2
|
)
|
|
(22.0
|
)
|
|
(0.7
|
)
|
|
(30.6
|
)
|
||||
Income (loss) before applicable income taxes
|
$
|
163.1
|
|
|
$
|
11.3
|
|
|
$
|
200.8
|
|
|
$
|
(100.2
|
)
|
|
|
|
|
|
|
|
|
|
•
|
Sales and marketing
expense primarily consists of compensation, commissions and benefits paid to sales personnel, sales management and other sales and marketing personnel, amortization of capitalized commission fees, residual payments made to multiple referral partners and advertising and promotional costs.
|
•
|
Other operating costs
primarily consist of compensation and benefits paid to operational and IT personnel, costs associated with operating our technology platform and data centers, information technology costs for processing transactions, product development costs, software fees, maintenance costs, occupancy costs and consulting costs.
|
•
|
General and administrative
expenses primarily consist of compensation and benefits paid to executive management and administrative employees, including finance, human resources, product, legal and risk management, share-based compensation costs, office equipment, occupancy costs and consulting costs. The
six months ended June 30, 2018
includes a significant amount of transition, acquisition and integration costs related to the Legacy Worldpay acquisition.
|
•
|
Depreciation and amortization
expense consists of our depreciation expense related to investments in property, equipment and software as well as our amortization of intangible assets.
|
•
|
Interest expense—net
consists primarily of interest on borrowings less interest income earned on our cash and cash equivalents.
|
•
|
Income tax expense (benefit)
represents foreign, federal, state and local taxes based on income/loss.
|
•
|
Non-operating income (expense)
primarily consists of other income and expense items outside of the Company’s operating activities.
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30, 2019
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
TRA Tax Benefits
(1)
|
$
|
2.1
|
|
|
$
|
2.2
|
|
|
$
|
3.5
|
|
|
$
|
4.4
|
|
Acquired Tax Benefits
(2)
|
23.8
|
|
|
22.4
|
|
|
47.5
|
|
|
44.8
|
|
||||
Adjusted Tax Benefits
(3)
|
$
|
25.9
|
|
|
$
|
24.6
|
|
|
$
|
51.0
|
|
|
$
|
49.2
|
|
|
(1)
|
Represents the
15%
benefit that we retain for the shared tax benefits related to the TRAs.
|
(2)
|
Represents the tax benefits wholly owned by us, acquired through acquisition or termination of TRAs in which we retain
100%
of the benefit.
|
(3)
|
Represents the net cash tax benefit retained by us from the use of the tax attributes, as reflected in the Tax Adjustments.
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income (loss) before applicable income taxes
|
$
|
163.1
|
|
|
$
|
11.3
|
|
|
$
|
200.8
|
|
|
$
|
(100.2
|
)
|
Non-GAAP Adjustments:
|
|
|
|
|
|
|
|
||||||||
Transition, acquisition and integration costs
|
46.2
|
|
|
52.8
|
|
|
88.6
|
|
|
230.2
|
|
||||
Share-based compensation
|
24.6
|
|
|
39.0
|
|
|
57.6
|
|
|
56.2
|
|
||||
Intangible amortization and depreciation expense
|
215.1
|
|
|
252.7
|
|
|
441.3
|
|
|
425.5
|
|
||||
Non-operating (income) expenses
|
4.2
|
|
|
22.0
|
|
|
0.7
|
|
|
30.6
|
|
||||
Non-GAAP adjusted income before applicable taxes
|
453.2
|
|
|
377.8
|
|
|
789.0
|
|
|
642.3
|
|
||||
Less: Adjustments
|
|
|
|
|
|
|
|
||||||||
Adjusted tax expense
|
65.1
|
|
|
50.3
|
|
|
107.5
|
|
|
77.8
|
|
||||
JV non-controlling interest
|
1.0
|
|
|
0.4
|
|
|
1.4
|
|
|
0.7
|
|
||||
Adjusted Net Income
|
$
|
387.1
|
|
|
$
|
327.1
|
|
|
$
|
680.1
|
|
|
$
|
563.8
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
1,073.0
|
|
|
$
|
1,006.8
|
|
|
$
|
66.2
|
|
|
7
|
%
|
Sales and marketing
|
304.0
|
|
|
283.4
|
|
|
20.6
|
|
|
7
|
%
|
|||
Other operating costs
|
173.5
|
|
|
185.5
|
|
|
(12.0
|
)
|
|
(6
|
)%
|
|||
General and administrative
|
105.6
|
|
|
136.8
|
|
|
(31.2
|
)
|
|
(23
|
)%
|
|||
Depreciation and amortization
|
253.4
|
|
|
287.9
|
|
|
(34.5
|
)
|
|
(12
|
)%
|
|||
Income from operations
|
$
|
236.5
|
|
|
$
|
113.2
|
|
|
$
|
123.3
|
|
|
109
|
%
|
As a Percentage of Revenue
|
Three Months Ended June 30,
|
||||
|
2019
|
|
2018
|
||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Sales and marketing
|
28.3
|
%
|
|
28.2
|
%
|
Other operating costs
|
16.2
|
%
|
|
18.4
|
%
|
General and administrative
|
9.8
|
%
|
|
13.6
|
%
|
Depreciation and amortization
|
23.6
|
%
|
|
28.6
|
%
|
Income from operations
|
22.1
|
%
|
|
11.2
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
2,043.0
|
|
|
$
|
1,857.5
|
|
|
$
|
185.5
|
|
|
10
|
%
|
Sales and marketing
|
594.9
|
|
|
549.4
|
|
|
45.5
|
|
|
8
|
%
|
|||
Other operating costs
|
354.5
|
|
|
340.6
|
|
|
13.9
|
|
|
4
|
%
|
|||
General and administrative
|
233.0
|
|
|
386.9
|
|
|
(153.9
|
)
|
|
(40
|
)%
|
|||
Depreciation and amortization
|
517.8
|
|
|
495.1
|
|
|
22.7
|
|
|
5
|
%
|
|||
Income from operations
|
$
|
342.8
|
|
|
$
|
85.5
|
|
|
$
|
257.3
|
|
|
301
|
%
|
|
|
|
As a Percentage of Revenue
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2018
|
||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Sales and marketing
|
29.1
|
%
|
|
29.6
|
%
|
Other operating costs
|
17.4
|
%
|
|
18.3
|
%
|
General and administrative
|
11.4
|
%
|
|
20.8
|
%
|
Depreciation and amortization
|
25.3
|
%
|
|
26.7
|
%
|
Income from operations
|
16.8
|
%
|
|
4.6
|
%
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
466.2
|
|
|
$
|
401.6
|
|
|
$
|
64.6
|
|
|
16
|
%
|
Sales and marketing
|
124.6
|
|
|
98.1
|
|
|
26.5
|
|
|
27
|
%
|
|||
Segment profit
|
$
|
341.6
|
|
|
$
|
303.5
|
|
|
$
|
38.1
|
|
|
13
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
893.5
|
|
|
$
|
738.0
|
|
|
$
|
155.5
|
|
|
21
|
%
|
Sales and marketing
|
243.0
|
|
|
194.0
|
|
|
49.0
|
|
|
25
|
%
|
|||
Segment profit
|
$
|
650.5
|
|
|
$
|
544.0
|
|
|
$
|
106.5
|
|
|
20
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
520.0
|
|
|
$
|
520.4
|
|
|
$
|
(0.4
|
)
|
|
—
|
%
|
Sales and marketing
|
172.9
|
|
|
179.0
|
|
|
(6.1
|
)
|
|
(3
|
)%
|
|||
Segment profit
|
$
|
347.1
|
|
|
$
|
341.4
|
|
|
$
|
5.7
|
|
|
2
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
979.4
|
|
|
$
|
952.6
|
|
|
$
|
26.8
|
|
|
3
|
%
|
Sales and marketing
|
338.9
|
|
|
342.8
|
|
|
(3.9
|
)
|
|
(1
|
)%
|
|||
Segment profit
|
$
|
640.5
|
|
|
$
|
609.8
|
|
|
$
|
30.7
|
|
|
5
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
86.8
|
|
|
$
|
84.8
|
|
|
$
|
2.0
|
|
|
2
|
%
|
Sales and marketing
|
6.5
|
|
|
6.3
|
|
|
0.2
|
|
|
3
|
%
|
|||
Segment profit
|
$
|
80.3
|
|
|
$
|
78.5
|
|
|
$
|
1.8
|
|
|
2
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
170.1
|
|
|
$
|
166.9
|
|
|
$
|
3.2
|
|
|
2
|
%
|
Sales and marketing
|
13.0
|
|
|
12.6
|
|
|
0.4
|
|
|
3
|
%
|
|||
Segment profit
|
$
|
157.1
|
|
|
$
|
154.3
|
|
|
$
|
2.8
|
|
|
2
|
%
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
935.5
|
|
|
$
|
378.8
|
|
Net cash (used in) provided by investing activities
|
(179.1
|
)
|
|
1,315.0
|
|
||
Net cash provided by (used in) financing activities
|
(769.8
|
)
|
|
(98.4
|
)
|
|
|
|
Period
|
|
Leverage
Ratio
(must not exceed)
|
|
Interest Coverage
Ratio
(must exceed)
|
December 31, 2018 to September 30, 2019
|
|
5.75 to 1.00
|
|
4.00 to 1.00
|
December 31, 2019 to September 30, 2020
|
|
5.00 to 1.00
|
|
4.00 to 1.00
|
December 31, 2020 and thereafter
|
|
4.25 to 1.00
|
|
4.00 to 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Total Number of Shares
Purchased
(1)(2)
|
|
Average Price Paid per Share
|
|
Total Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
(2)
|
||||||
April 1, 2019 to April 30, 2019
|
|
6,062
|
|
|
$
|
111.84
|
|
|
—
|
|
|
$
|
593.2
|
|
May 1, 2019 to May 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
593.2
|
|
June 1, 2019 to June 30, 2019
|
|
374
|
|
|
$
|
121.64
|
|
|
—
|
|
|
$
|
593.2
|
|
|
(1)
|
Includes shares of Class A common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.
|
(2)
|
In February 2019, our board of directors authorized a program to repurchase up to
$500 million
of our Class A common stock. Purchases under the repurchase program are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases are determined by management based on an evaluation of market conditions, stock price, and other factors. The share repurchase program has no expiration date and we may discontinue purchases at any time that management determines additional purchases are not warranted. However, per the FIS Merger Agreement, we are precluded from share repurchases.
|
|
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
31.1
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WORLDPAY, INC.
|
|
|
|
|
|
Dated:
|
August 6, 2019
|
By:
|
/s/ CHARLES D. DRUCKER
|
|
|
|
Name: Charles D. Drucker
|
|
|
|
Title: Executive Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Dated:
|
August 6, 2019
|
By:
|
/s/ STEPHANIE L. FERRIS
|
|
|
|
Name: Stephanie L. Ferris
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
|
|
Dated:
|
August 6, 2019
|
By:
|
/s/ CHRISTOPHER THOMPSON
|
|
|
|
Name: Christopher Thompson
|
|
|
|
Title: SVP, Controller and Chief Accounting Officer
|
|
|
|
1 Year Worldpay Chart |
1 Month Worldpay Chart |
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