001-34819 | 95-4766827 | |
(Commission File Number) | (IRS Employer Identification No.) | |
3465 East Foothill Blvd. Pasadena, CA 91107 | (626) 765-2000 | |
(Address of Principal Executive Offices) | (Registrant's Telephone Number, Including Area Code) |
GREEN DOT CORPORATION | |||
By: | /s/ Mark Shifke | ||
Mark Shifke | |||
Chief Financial Officer |
• | Achieves record-setting Q3 revenue |
• | Raises top and bottom line guidance again for full year 2018 |
• | Total operating revenues on a generally accepted accounting principles (GAAP) basis were $230.6 million for the third quarter of 2018, up from $201.6 million for the third quarter of 2017, representing a year-over-year increase of 14%. |
• | GAAP net income was $4.6 million for the third quarter of 2018 compared to $13.6 million for the third quarter of 2017, representing a year-over-year decrease of 66%. |
• | GAAP diluted earnings per common share was $0.08 for the third quarter of 2018 compared to $0.26 for the third quarter of 2017, representing a year-over-year decrease of 69%. |
• | Adjusted EBITDA1 was $45.1 million, or 19.6% of total operating revenues for the third quarter of 2018, up from $33.9 million, or 16.8% of total operating revenues for the third quarter of 2017, representing a year-over-year increase of 33%. |
• | Non-GAAP net income1 was $32.2 million for the third quarter of 2018, up from $17.8 million for the third quarter of 2017, representing a year-over-year increase of 80%. |
• | Non-GAAP diluted earnings per share1 was $0.59 for the third quarter of 2018, up from $0.34 for the third quarter of 2017, representing a year-over-year increase of 74%. |
1 | Reconciliations of net income to non-GAAP net income, diluted earnings per share to non-GAAP diluted earnings per share and net income to adjusted EBITDA, respectively, are provided in the tables immediately following the consolidated financial statements. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below. |
2018 | 2017 | |||||||||||||||||||||
Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
(In millions) | ||||||||||||||||||||||
Gross dollar volume | $ | 9,088 | $ | 9,413 | $ | 11,719 | $ | 8,425 | $ | 7,683 | $ | 7,511 | $ | 7,485 | ||||||||
Number of active accounts at quarter end | 5.43 | 5.86 | 6.01 | 5.30 | 5.27 | 5.15 | 5.05 | |||||||||||||||
Purchase volume | $ | 5,918 | $ | 6,325 | $ | 7,470 | $ | 5,661 | $ | 5,235 | $ | 5,233 | $ | 5,505 | ||||||||
Number of cash transfers | 10.68 | 10.56 | 10.10 | 9.95 | 9.80 | 9.55 | 9.30 | |||||||||||||||
Number of tax refunds processed | 0.10 | 2.79 | 8.75 | 0.06 | 0.10 | 2.41 | 8.60 |
2018 | 2017 | |||||||||||||||||||||
Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
(In millions) | ||||||||||||||||||||||
Gross dollar volume | $ | 8,846 | $ | 9,261 | $ | 11,654 | $ | 8,556 | $ | 7,856 | $ | 7,687 | $ | 7,707 | ||||||||
Number of active cards at quarter end | 5.37 | 5.80 | 5.96 | 5.26 | 5.23 | 5.15 | 5.05 | |||||||||||||||
Purchase volume | $ | 5,864 | $ | 6,280 | $ | 7,440 | $ | 5,645 | $ | 5,206 | $ | 5,226 | $ | 5,503 | ||||||||
Number of cash transfers | 10.68 | 10.56 | 10.10 | 9.95 | 9.80 | 9.55 | 9.30 | |||||||||||||||
Number of tax refunds processed | 0.10 | 2.79 | 8.75 | 0.06 | 0.10 | 2.41 | 8.60 |
• | Green Dot now expects its full year total operating revenues to be between $1,038 million and $1,042 million, versus its previous guidance range of $1,022 million and $1,032 million. |
• | Green Dot now expects its full year adjusted EBITDA2 to be between $247 million and $251 million, versus its previous guidance range of $244 million and $248 million. |
• | Green Dot now expects its full year non-GAAP EPS2 to be between $3.18 and $3.22, versus its previous guidance range of $3.03 and $3.08. |
2 | Reconciliations of forward-looking guidance for these non-GAAP financial measures to their respective, most directly comparable projected GAAP financial measures are provided in the tables immediately following the reconciliation of Net Income to Adjusted EBITDA. |
Range | |||||||
Low | High | ||||||
(In millions except per share data) | |||||||
Adjusted EBITDA | $ | 247.0 | $ | 251.0 | |||
Depreciation and amortization* | (40.0 | ) | (40.0 | ) | |||
Net interest income ** | 19.0 | 19.0 | |||||
Non-GAAP pre-tax income | $ | 226.0 | $ | 230.0 | |||
Tax impact*** | (53.1 | ) | (54.1 | ) | |||
Non-GAAP net income | $ | 172.9 | $ | 175.9 | |||
Diluted weighted-average shares issued and outstanding | 54.6 | 54.6 | |||||
Non-GAAP earnings per share | $ | 3.18 | $ | 3.22 |
* | Excludes the impact of amortization of acquired intangible assets |
** | Excludes the impact of amortization of deferred financing costs |
*** | Assumes a non-GAAP effective tax rate of 23.5% for full year. This rate reflects the expected impact of the new tax law (the Tax Cuts and Jobs Act) |
2 | Reconciliations of forward-looking guidance for these non-GAAP financial measures to their respective, most directly comparable projected GAAP financial measures are provided in the tables immediately following the reconciliation of Net Income to Adjusted EBITDA. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(In millions) | ||||||||||||||||
Total operating revenues | $ | 230.6 | $ | 201.6 | $ | 803.9 | $ | 677.2 | ||||||||
Account generated interest income | 5.7 | 2.6 | 16.3 | 7.8 | ||||||||||||
Total operating revenues (inclusive of interest income) | $ | 236.3 | $ | 204.2 | $ | 820.2 | $ | 685.0 | ||||||||
Adjustments* | (9.2 | ) | (4.3 | ) | (33.2 | ) | (11.0 | ) | ||||||||
Non-GAAP Revenues | $ | 227.1 | $ | 199.9 | $ | 787.0 | $ | 674.0 | ||||||||
Adjusted EBITDA1 | $ | 45.1 | $ | 33.9 | $ | 206.8 | $ | 173.6 | ||||||||
Account generated interest income | 5.7 | 2.6 | 16.3 | 7.8 | ||||||||||||
Adjusted EBITDA1 (inclusive of interest income) | $ | 50.8 | $ | 36.5 | $ | 223.1 | $ | 181.4 | ||||||||
Adjusted EBITDA1/Non-GAAP revenues (adjusted EBITDA margin) | 22.4 | % | 18.3 | % | 28.3 | % | 26.9 | % |
* | Represents commissions and certain processing-related costs associated with BaaS products and services where Green Dot does not control customer acquisition |
1 | Reconciliations of net income to non-GAAP net income, diluted earnings per share to non-GAAP diluted earnings per share and net income to adjusted EBITDA, respectively, are provided in the tables immediately following the consolidated financial statements. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below. |
September 30, 2018 | December 31, 2017 | ||||||
(unaudited) | |||||||
Assets | (In thousands, except par value) | ||||||
Current assets: | |||||||
Unrestricted cash and cash equivalents | $ | 1,037,617 | $ | 919,243 | |||
Restricted cash | 559 | 90,852 | |||||
Investment securities available-for-sale, at fair value | 14,946 | 11,889 | |||||
Settlement assets | 291,113 | 209,399 | |||||
Accounts receivable, net | 27,405 | 35,277 | |||||
Prepaid expenses and other assets | 46,150 | 47,086 | |||||
Income tax receivable | 5,071 | 7,459 | |||||
Total current assets | 1,422,861 | 1,321,205 | |||||
Investment securities available-for-sale, at fair value | 208,931 | 141,620 | |||||
Loans to bank customers, net of allowance for loan losses of $1,334 and $291 as of September 30, 2018 and December 31, 2017, respectively | 21,917 | 18,570 | |||||
Prepaid expenses and other assets | 7,657 | 8,179 | |||||
Property and equipment, net | 110,205 | 97,282 | |||||
Deferred expenses | 8,008 | 21,791 | |||||
Net deferred tax assets | 6,691 | 6,507 | |||||
Goodwill and intangible assets | 557,790 | 582,377 | |||||
Total assets | $ | 2,344,060 | $ | 2,197,531 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 30,205 | $ | 34,863 | |||
Deposits | 1,006,202 | 1,022,180 | |||||
Obligations to customers | 144,278 | 95,354 | |||||
Settlement obligations | 14,885 | 6,956 | |||||
Amounts due to card issuing banks for overdrawn accounts | 2,274 | 1,371 | |||||
Other accrued liabilities | 137,516 | 123,397 | |||||
Deferred revenue | 18,195 | 30,875 | |||||
Note payable | 20,906 | 20,906 | |||||
Income tax payable | 68 | 74 | |||||
Total current liabilities | 1,374,529 | 1,335,976 | |||||
Other accrued liabilities | 26,985 | 30,520 | |||||
Note payable | 43,025 | 58,705 | |||||
Net deferred tax liabilities | 7,791 | 7,780 | |||||
Total liabilities | 1,452,330 | 1,432,981 | |||||
Stockholders’ equity: | |||||||
Class A common stock, $0.001 par value; 100,000 shares authorized as of September 30, 2018 and December 31, 2017; 52,664 and 51,136 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 53 | 51 | |||||
Additional paid-in capital | 378,103 | 354,789 | |||||
Retained earnings | 514,871 | 410,440 | |||||
Accumulated other comprehensive loss | (1,297 | ) | (730 | ) | |||
Total stockholders’ equity | 891,730 | 764,550 | |||||
Total liabilities and stockholders’ equity | $ | 2,344,060 | $ | 2,197,531 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(In thousands, except per share data) | |||||||||||||||
Operating revenues: | |||||||||||||||
Card revenues and other fees | $ | 113,474 | $ | 100,781 | $ | 364,317 | $ | 309,090 | |||||||
Processing and settlement service revenues | 43,043 | 36,681 | 203,901 | 179,031 | |||||||||||
Interchange revenues | 74,060 | 64,151 | 235,706 | 189,041 | |||||||||||
Total operating revenues | 230,577 | 201,613 | 803,924 | 677,162 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing expenses | 72,745 | 65,586 | 247,191 | 207,415 | |||||||||||
Compensation and benefits expenses | 57,070 | 47,271 | 166,055 | 139,355 | |||||||||||
Processing expenses | 43,654 | 34,027 | 138,442 | 119,723 | |||||||||||
Other general and administrative expenses | 62,193 | 41,677 | 153,760 | 116,050 | |||||||||||
Total operating expenses | 235,662 | 188,561 | 705,448 | 582,543 | |||||||||||
Operating (loss) income | (5,085 | ) | 13,052 | 98,476 | 94,619 | ||||||||||
Interest income | 6,153 | 2,635 | 17,542 | 7,812 | |||||||||||
Interest expense | (1,388 | ) | (1,397 | ) | (4,530 | ) | (4,595 | ) | |||||||
(Loss) income before income taxes | (320 | ) | 14,290 | 111,488 | 97,836 | ||||||||||
Income tax (benefit) expense | (4,893 | ) | 651 | 7,057 | 24,177 | ||||||||||
Net income | $ | 4,573 | $ | 13,639 | $ | 104,431 | $ | 73,659 | |||||||
Basic earnings per common share: | $ | 0.09 | $ | 0.27 | $ | 2.01 | $ | 1.46 | |||||||
Diluted earnings per common share: | $ | 0.08 | $ | 0.26 | $ | 1.92 | $ | 1.40 | |||||||
Basic weighted-average common shares issued and outstanding: | 52,580 | 50,519 | 52,046 | 50,330 | |||||||||||
Diluted weighted-average common shares issued and outstanding: | 54,615 | 52,923 | 54,437 | 52,788 |
Nine Months Ended September 30, | |||||||
2018 | 2017 | ||||||
(In thousands) | |||||||
Operating activities | |||||||
Net income | $ | 104,431 | $ | 73,659 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization of property and equipment | 28,154 | 25,282 | |||||
Amortization of intangible assets | 24,586 | 22,926 | |||||
Provision for uncollectible overdrawn accounts | 63,358 | 58,505 | |||||
Employee stock-based compensation | 37,373 | 27,384 | |||||
Amortization of premium on available-for-sale investment securities | 914 | 1,157 | |||||
Change in fair value of contingent consideration | 13,500 | (7,500 | ) | ||||
Amortization of deferred financing costs | 1,195 | 1,191 | |||||
Impairment of capitalized software | 352 | 1,066 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (55,486 | ) | (35,866 | ) | |||
Prepaid expenses and other assets | 1,458 | (4,775 | ) | ||||
Deferred expenses | 13,783 | 9,025 | |||||
Accounts payable and other accrued liabilities | (13,315 | ) | (12,541 | ) | |||
Deferred revenue | (11,587 | ) | (12,764 | ) | |||
Income tax receivable/payable | 2,452 | 14,711 | |||||
Other, net | 3,174 | 1,888 | |||||
Net cash provided by operating activities | 214,342 | 163,348 | |||||
Investing activities | |||||||
Purchases of available-for-sale investment securities | (128,991 | ) | (58,665 | ) | |||
Proceeds from maturities of available-for-sale securities | 45,774 | 57,784 | |||||
Proceeds from sales of available-for-sale securities | 11,125 | 29,074 | |||||
Payments for acquisition of property and equipment | (43,397 | ) | (32,373 | ) | |||
Net increase in loans | (5,617 | ) | (13,732 | ) | |||
Acquisition, net of cash acquired | — | (141,493 | ) | ||||
Net cash used in investing activities | (121,106 | ) | (159,405 | ) | |||
Financing activities | |||||||
Borrowings from notes payable | — | 20,000 | |||||
Repayments of borrowings from notes payable | (16,875 | ) | (36,875 | ) | |||
Borrowings on revolving line of credit | — | 335,000 | |||||
Repayments on revolving line of credit | — | (335,000 | ) | ||||
Proceeds from exercise of options | 19,123 | 18,183 | |||||
Taxes paid related to net share settlement of equity awards | (33,180 | ) | (12,737 | ) | |||
Net (decrease) increase in deposits | (5,506 | ) | 97,270 | ||||
Net decrease in obligations to customers | (24,861 | ) | (11,835 | ) | |||
Contingent consideration payments | (3,856 | ) | (1,907 | ) | |||
Repurchase of Class A common stock | — | (50,000 | ) | ||||
Deferred financing costs | — | (164 | ) | ||||
Net cash (used in) provided by financing activities | (65,155 | ) | 21,935 | ||||
Net increase in unrestricted cash, cash equivalents and restricted cash | 28,081 | 25,878 | |||||
Unrestricted cash, cash equivalents and restricted cash, beginning of period | 1,010,095 | 744,761 | |||||
Unrestricted cash, cash equivalents and restricted cash, end of period | $ | 1,038,176 | $ | 770,639 | |||
Cash paid for interest | $ | 3,335 | $ | 3,404 | |||
Cash paid for income taxes | $ | 4,313 | $ | 9,408 | |||
Reconciliation of unrestricted cash, cash equivalents and restricted cash at end of period: | |||||||
Unrestricted cash and cash equivalents | $ | 1,037,617 | $ | 708,265 | |||
Restricted cash | 559 | 62,374 | |||||
Total unrestricted cash, cash equivalents and restricted cash, end of period | $ | 1,038,176 | $ | 770,639 |
Three Months Ended September 30, 2018 | |||||||||||||||
Account Services | Processing and Settlement Services | Corporate and Other | Total | ||||||||||||
(In thousands) | |||||||||||||||
Operating revenues | $ | 193,763 | $ | 44,150 | $ | (7,336 | ) | $ | 230,577 | ||||||
Operating expenses | 149,876 | 42,923 | 42,863 | 235,662 | |||||||||||
Operating income (loss) | $ | 43,887 | $ | 1,227 | $ | (50,199 | ) | $ | (5,085 | ) |
Three Months Ended September 30, 2017 | |||||||||||||||
Account Services | Processing and Settlement Services | Corporate and Other | Total | ||||||||||||
(In thousands) | |||||||||||||||
Operating revenues | $ | 170,160 | $ | 39,088 | $ | (7,635 | ) | $ | 201,613 | ||||||
Operating expenses | 135,693 | 39,606 | 13,262 | 188,561 | |||||||||||
Operating income | $ | 34,467 | $ | (518 | ) | $ | (20,897 | ) | $ | 13,052 |
Nine Months Ended September 30, 2018 | |||||||||||||||
Account Services | Processing and Settlement Services | Corporate and Other | Total | ||||||||||||
(In thousands) | |||||||||||||||
Operating revenues | $ | 620,462 | $ | 207,914 | $ | (24,452 | ) | $ | 803,924 | ||||||
Operating expenses | 485,112 | 136,445 | 83,891 | 705,448 | |||||||||||
Operating income | $ | 135,350 | $ | 71,469 | $ | (108,343 | ) | $ | 98,476 |
Nine Months Ended September 30, 2017 | |||||||||||||||
Account Services | Processing and Settlement Services | Corporate and Other | Total | ||||||||||||
(In thousands) | |||||||||||||||
Operating revenues | $ | 512,967 | $ | 187,862 | $ | (23,667 | ) | $ | 677,162 | ||||||
Operating expenses | 403,906 | 123,287 | 55,350 | 582,543 | |||||||||||
Operating income | $ | 109,061 | $ | 64,575 | $ | (79,017 | ) | $ | 94,619 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(In thousands, except per share data) | |||||||||||||||
Net income | $ | 4,573 | $ | 13,639 | $ | 104,431 | $ | 73,659 | |||||||
Employee stock-based compensation and related employer payroll taxes (3) | 16,913 | 10,992 | 39,359 | 27,384 | |||||||||||
Amortization of acquired intangibles (4) | 8,175 | 8,184 | 24,586 | 22,926 | |||||||||||
Change in fair value of contingent consideration (4) | 13,500 | — | 13,500 | (7,500 | ) | ||||||||||
Transaction costs (4) | (16 | ) | 45 | (16 | ) | 2,231 | |||||||||
Amortization of deferred financing costs (5) | 398 | 399 | 1,195 | 1,191 | |||||||||||
Impairment charges (5) | 177 | 52 | 352 | 1,066 | |||||||||||
Extraordinary severance expenses (6) | 769 | 371 | 1,665 | 1,630 | |||||||||||
Incremental processor expenses, net (8) | — | (6,518 | ) | — | 2,870 | ||||||||||
Legal settlement expenses (5) | — | — | — | 3,500 | |||||||||||
Other expenses (income) (5) | 744 | (373 | ) | 744 | (373 | ) | |||||||||
Income tax effect (7) | (13,043 | ) | (8,951 | ) | (37,670 | ) | (29,412 | ) | |||||||
Non-GAAP net income | $ | 32,190 | $ | 17,840 | $ | 148,146 | $ | 99,172 | |||||||
Diluted earnings per common share | |||||||||||||||
GAAP | $ | 0.08 | $ | 0.26 | $ | 1.92 | $ | 1.40 | |||||||
Non-GAAP | $ | 0.59 | $ | 0.34 | $ | 2.72 | $ | 1.88 | |||||||
Diluted weighted-average common shares issued and outstanding | 54,615 | 52,923 | 54,437 | 52,788 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||
(In thousands) | |||||||||||
Class A common stock outstanding as of September 30: | 52,664 | 50,659 | 52,664 | 50,659 | |||||||
Weighting adjustment | (84 | ) | (140 | ) | (618 | ) | (329 | ) | |||
Dilutive potential shares: | |||||||||||
Stock options | 214 | 790 | 372 | 764 | |||||||
Restricted stock units | 1,032 | 1,292 | 1,223 | 1,404 | |||||||
Performance based restricted stock units | 780 | 306 | 791 | 282 | |||||||
Employee stock purchase plan | 9 | 16 | 5 | 8 | |||||||
Diluted weighted-average shares issued and outstanding | 54,615 | 52,923 | 54,437 | 52,788 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(In thousands) | |||||||||||||||
Net income | $ | 4,573 | $ | 13,639 | $ | 104,431 | $ | 73,659 | |||||||
Net interest income (2) | (4,765 | ) | (1,238 | ) | (13,012 | ) | (3,217 | ) | |||||||
Income tax (benefit) expense | (4,893 | ) | 651 | 7,057 | 24,177 | ||||||||||
Depreciation and amortization of property and equipment (2) | 9,938 | 8,140 | 28,154 | 25,282 | |||||||||||
Employee stock-based compensation and related employer payroll taxes (2)(3) | 16,913 | 10,992 | 39,359 | 27,384 | |||||||||||
Amortization of acquired intangibles (2)(4) | 8,175 | 8,184 | 24,586 | 22,926 | |||||||||||
Change in fair value of contingent consideration (2)(4) | 13,500 | — | 13,500 | (7,500 | ) | ||||||||||
Transaction costs (2)(4) | (16 | ) | 45 | (16 | ) | 2,231 | |||||||||
Impairment charges (2)(5) | 177 | 52 | 352 | 1,066 | |||||||||||
Extraordinary severance expenses (2)(6) | 769 | 371 | 1,665 | 1,630 | |||||||||||
Incremental processor expenses, net (2)(8) | — | (6,518 | ) | — | 2,870 | ||||||||||
Legal settlement expenses (2)(5) | — | — | — | 3,500 | |||||||||||
Other expenses (income) (2)(5) | 744 | (373 | ) | 744 | (373 | ) | |||||||||
Adjusted EBITDA | $ | 45,115 | $ | 33,945 | $ | 206,820 | $ | 173,635 | |||||||
Total operating revenues | $ | 230,577 | $ | 201,613 | $ | 803,924 | $ | 677,162 | |||||||
Adjusted EBITDA/Total operating revenues (adjusted EBITDA margin) | 19.6 | % | 16.8 | % | 25.7 | % | 25.6 | % |
FY 2018 | |||||||
Range | |||||||
Low | High | ||||||
(In millions) | |||||||
Net income | $ | 112.1 | $ | 115.8 | |||
Adjustments (9) | 134.9 | 135.2 | |||||
Adjusted EBITDA | $ | 247.0 | $ | 251.0 | |||
Total operating revenues | $ | 1,042.0 | $ | 1,038.0 | |||
Adjusted EBITDA /Total operating revenues (Adjusted EBITDA margin) | 23.7 | % | 24.2 | % |
FY 2018 | |||||||
Range | |||||||
Low | High | ||||||
(In millions, except per share data) | |||||||
Net income | $ | 112.1 | $ | 115.8 | |||
Adjustments (9) | 60.8 | 60.1 | |||||
Non-GAAP net income | $ | 172.9 | $ | 175.9 | |||
Diluted earnings per share | |||||||
GAAP | $ | 2.05 | $ | 2.12 | |||
Non-GAAP | $ | 3.18 | $ | 3.22 | |||
Diluted weighted-average shares issued and outstanding | 54.6 | 54.6 |
(1) | To supplement the Company’s consolidated financial statements presented in accordance with GAAP, the Company uses measures of operating results that are adjusted to exclude various, primarily non-cash, expenses and charges. These financial measures are not calculated or presented in accordance with GAAP and should not be considered as alternatives to or substitutes for operating revenues, operating income, net income or any other measure of financial performance calculated and presented in accordance with GAAP. These financial measures may not be comparable to similarly-titled measures of other organizations because other organizations may not calculate their measures in the same manner as the Company does. These financial measures are adjusted to eliminate the impact of items that the Company does not consider indicative of its core operating performance. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate. |
▪ | the Company records employee stock-based compensation from period to period, and recorded employee stock-based compensation expenses and related employer payroll taxes of approximately $16.9 million and $11.0 million for the three months ended September 30, 2018 and 2017, respectively. By comparing the Company’s adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share in different historical periods, investors can evaluate the Company’s operating results without the additional variations caused by employee stock-based compensation expense and related employer payroll taxes, which may not be comparable from period to period due to changes in the fair market value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers) and is not a key measure of the Company’s operations; |
▪ | adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items, such as net interest income and expense, income tax benefit and expense, depreciation and amortization, employee stock-based compensation and related employer payroll taxes, incremental expenses related to the delay in migration of the Company’s remaining customer accounts from its former processor to its new processor, changes in the fair value of contingent consideration, transaction costs, impairment charges, severance costs related to extraordinary personnel reductions, legal settlement expenses, and other charges and income that can vary substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired; and |
▪ | securities analysts use adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies. |
▪ | as measures of operating performance, because they exclude the impact of items not directly resulting from the Company’s core operations; |
▪ | for planning purposes, including the preparation of the Company’s annual operating budget; |
▪ | to allocate resources to enhance the financial performance of the Company’s business; |
▪ | to evaluate the effectiveness of the Company’s business strategies; |
▪ | to establish metrics for variable compensation; and |
▪ | in communications with the Company’s board of directors concerning the Company’s financial performance. |
▪ | that these measures do not reflect the Company’s capital expenditures or future requirements for capital expenditures or other contractual commitments; |
▪ | that these measures do not reflect changes in, or cash requirements for, the Company’s working capital needs; |
▪ | that these measures do not reflect interest expense or interest income; |
▪ | that these measures do not reflect cash requirements for income taxes; |
▪ | that, although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for these replacements; and |
▪ | that other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures. |
(2) | The Company does not include any income tax impact of the associated non-GAAP adjustment to adjusted EBITDA, as the case may be, because each of these non-GAAP financial measures is provided before income tax expense. |
(3) | This expense consists primarily of expenses for restricted stock units (including performance-based restricted stock units) and related employer payroll taxes. Employee stock-based compensation expense is not comparable from period to period due to changes in the fair market value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers) and is not a key measure of the Company’s operations. The Company excludes employee stock-based compensation expense from its non-GAAP financial measures primarily because it consists of non-cash expenses that the Company does not believe are reflective of ongoing operating results. The Company also believes that it is not useful to investors to understand the impact of employee stock-based compensation to its results of operations. Further, the related employer payroll taxes are dependent upon volatility in the Company's stock price, as well as the timing and size of option exercises and vesting of restricted stock units, over which the Company has limited to no control. This expense is included as a component of compensation and benefits expenses on the Company's consolidated statements of operations. |
(4) | The Company excludes certain income and expenses that are the result of acquisitions. These acquisition related adjustments include the amortization of acquired intangible assets, changes in the fair value of contingent consideration, settlements of contingencies established at time of acquisition and other acquisition related charges, such as integration charges and professional and legal fees, which result in the Company recording expenses or fair value adjustments in its GAAP financial statements. The Company analyzes the performance of its operations without regard to these adjustments. In determining whether any acquisition related adjustment is appropriate, the Company takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. These items are included as a component of other general and administrative expenses on the Company's consolidated statements of operations. |
(5) | The Company excludes certain income and expenses that are not reflective of ongoing operating results. It is difficult to estimate the amount or timing of these items in advance. Although these events are reflected in the Company's GAAP financial statements, the Company excludes them in its non-GAAP financial measures because the Company believes these items may limit the comparability of ongoing operations with prior and future periods. These adjustments include amortization attributable to deferred financing costs, impairment charges related to internal-use software, legal settlement expenses and other charges, as applicable for the periods presented. In determining whether any such adjustment is appropriate, the Company takes into consideration, among other things, how such adjustments would or would not aid in the understanding of the performance of its operations. These items, except for amortization of deferred financing costs, which is included as a component of interest expense, are included within other general and administrative expenses on the Company's consolidated statements of operations. |
(6) | During the three and nine months ended September 30, 2018, the Company recorded charges of $0.8 million and $1.7 million, respectively, for severance costs related to extraordinary personnel reductions. Although severance expenses are an ordinary part of its operations, the magnitude and scale of this ongoing reduction in workforce is not expected to be repeated. This expense is included as a component of compensation and benefits expenses on the Company's consolidated statements of operations. |
(7) | Represents the tax effect for the related non-GAAP measure adjustments using the Company's year to date non-GAAP effective tax rate. It also excludes the impact of excess tax benefits related to stock-based compensation and one-time favorable adjustments to the Company’s deferred tax assets and liabilities, including the remeasurement of the Company’s deferred tax assets and liabilities associated with the Tax Cuts and Jobs Act (the “Tax Act”). As of September 30, 2018, the Company has not completed its accounting for the tax effects of the Tax Act. The Company’s tax benefit is provisional based on reasonable estimates for those tax effects. Changes to these estimates or new guidance issued by regulators may materially impact the Company’s provision for income taxes and effective tax rate in the period in which the adjustments are made. The Company expects to complete its accounting for the tax effects in the short term. |
(8) | Represents the net incremental expenses associated with the Company's need to continue to support customer accounts on its legacy transaction processor that it had intended to migrate to its new processing platform in 2016. |
(9) | These amounts represent estimated adjustments for net interest expense, income taxes, depreciation and amortization, employee stock-based compensation and related employer taxes, contingent consideration, transaction costs, impairment charges, severance costs related to extraordinary personnel reductions, legal settlement expenses, and other income and expenses. Employee stock-based compensation expense includes assumptions about the future fair value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers). |