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8-K - 8-K - EVERTEC, Inc.a8k06302017.htm


Exhibit 99.1

everteclogoa01.jpg
 
EVERTEC REPORTS SECOND QUARTER 2017 RESULTS
INCREASES 2017 GUIDANCE RANGE


SAN JUAN, PUERTO RICO - August 1, 2017 - EVERTEC, Inc. (NYSE: EVTC) (“EVERTEC” or the “Company”) today announced results for the second quarter ended June 30, 2017.

Second Quarter 2017 and Recent Highlights
Revenue grew 6% to $103.5 million
GAAP Net Income attributable to common shareholders was $20.1 million or $0.27 per diluted share
Adjusted EBITDA increased 3% to $50.1 million
Adjusted earnings per common share was $0.44, an increase of 2%
$11.2 million returned to shareholders in share repurchases and dividends
Completed acquisition of PayGroup in Chile

Six-Month Year-to-Date 2017 Highlights
Revenue grew 6% to $204.8 million
GAAP Net Income attributable to common shareholders was $43.1 million, or $0.59 per diluted share
Adjusted EBITDA increased 5% to $99.3 million
Adjusted earnings per common share $0.89, an increase of 6%
$22.2 million returned to shareholders through share repurchases and dividends

Mac Schuessler, President and Chief Executive Officer, stated “We are pleased with our execution and performance in the quarter. Additionally, with the closing of the acquisition of PayGroup, we significantly advanced our Latin American growth strategy.”

Second Quarter 2017 Results

Revenue. Total revenue for the quarter ended June 30, 2017 was $103.5 million an increase of 6% compared with $97.7 million in the prior year.

Merchant Acquiring net revenue was $23.5 million, an increase of 1% compared with $23.3 million in the prior year. Revenue growth in the quarter was driven by volume growth and fees partially offset by the shift of revenue from the Merchant Acquiring segment to the Payment Processing segment, reflecting two months of a second quarter 2016 client contract change.

Payment Processing revenue was $30.7 million, an increase of 9% compared with $28.2 million in the prior year. Revenue results in the quarter reflected the previously referenced client contract change from Merchant Acquiring to Payment Processing and increases in ATH® debit network transaction volumes, card processing volumes, POS rental income, as well as increased revenue related to government programs.

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Business Solutions revenue was $49.3 million, an increase of 7% compared with $46.2 million in the prior year. Business Solutions revenue growth in the quarter primarily reflects increased revenue related to the acquisition of Accuprint and increased core banking revenue.

Adjusted EBITDA. For the quarter ended June 30, 2017, Adjusted EBITDA was $50.1 million, an increase of 3% compared to the prior year. Adjusted EBITDA margin (Adjusted EBITDA as a percentage of total revenues) decreased 160 basis points to 48.4% compared with 50.0% in the prior year. The decrease in Adjusted EBITDA margin was driven by increased compliance and information security expenses as well as increases in withholding taxes, severance and other operating expenses partially offset by favorable revenue mix on increased volumes and the impact of foreign currency gains.

Net Income attributable to common shareholders. For the quarter ended June 30, 2017, GAAP Net Income attributable to common shareholders was $20.1 million, or $0.27 per diluted share, compared with $20.2 million or $0.27 per diluted share in the prior year.

Adjusted Net Income. For the quarter ended June 30, 2017, Adjusted Net Income was $32.2 million, an increase of 1% compared with $32.0 million in the prior year and included the impact of increased depreciation and amortization expense and increased interest expense in the current year. Adjusted earnings per common share was $0.44, an increase of 2% as compared to $0.43 in the prior year.

Share Repurchase

During the three months ended June 30, 2017, the Company repurchased approximately 0.24 million shares of common stock at an average price of $16.47 per share for a total of $3.9 million. As of June 30, 2017, a total of approximately $72 million remained available for future use under the Company’s share repurchase program.

Acquisition

On July 3, 2017, the Company’s main operating subsidiary, Evertec Group, LLC, and Evertec Panama S.A. completed the acquisition of EFT Group S.A., a Chilean-based company known commercially as PayGroup for approximately US $46 million, which comprises a cash payment of approximately US $38.5 million and the assumption of approximately US $7.5 million in debt and other liabilities. PayGroup is a payment processing and software company serving primarily financial institutions throughout Latin America.

2017 Outlook

The Company is updating its financial outlook for 2017 as follows:
Total consolidated revenue between $411 and $417 million representing growth of 5% to 7%
Earnings per share (GAAP) of $1.06 to $1.14
Effective tax rate ranging between 10.0% to 10.5%
Adjusted earnings per common share guidance of $1.63 to $1.71 representing a range of -2% to 2% as compared to $1.67 in 2016
The Company continues to expect:
Capital expenditures ranging between $35 and $45 million


Earnings Conference Call and Audio Webcast


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The Company will host a conference call to discuss its second quarter 2017 financial results today at 4:30 p.m. ET. Hosting the call will be Mac Schuessler, President and Chief Executive Officer, and Peter Smith, Executive Vice President and Chief Financial Officer. The conference call can be accessed live over the phone by dialing (888) 338-7153 or for international callers by dialing (412) 317-5117. A replay will be available one hour after the end of the conference call and can be accessed by dialing (877) 344-7529 or (412) 317-0088 for international callers; the pin number is 10110465. The replay will be available through Tuesday August 8, 2017. The call will be webcast live from the Company’s website at www.evertecinc.com under the Investor Relations section or directly at http://ir.evertecinc.com. A supplemental slide presentation that accompanies this call and webcast can be found on the investor relations website at ir.evertecinc.com and will remain available after the call.

About EVERTEC

EVERTEC, Inc. (NYSE: EVTC) is a leading full-service transaction processing business in Latin America, providing a broad range of merchant acquiring, payment processing and business solutions services. The Company manages a system of electronic payment networks that process more than two billion transactions annually, and offers a comprehensive suite of services for core bank processing, cash processing and technology outsourcing. In addition, EVERTEC owns and operates the ATH® network, one of the leading personal identification number (“PIN”) debit networks in Latin America. Based in Puerto Rico, the Company operates in 27 Latin American countries and serves a diversified customer base of leading financial institutions, merchants, corporations and government agencies with “mission-critical” technology solutions. For more information, visit www.evertecinc.com.

About Non-GAAP Financial Measures

This earnings release presents EBITDA, Adjusted EBITDA, Adjusted Net Income, and adjusted earnings per common share information. These supplemental measures of the Company’s performance are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to total revenue, net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of operating performance or as measures of the Company’s liquidity. In addition to GAAP measures, management uses these non-GAAP measures to focus on the factors the Company believes are pertinent to the daily management of the Company’s operations and believe they are frequently used by securities analysts, investors and other interested parties to evaluate companies in the industry. Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included in the schedules to this release.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of EVERTEC to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” and “plans” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

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Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: the Company’s reliance on its relationship with Popular for a significant portion of revenue; our ability to renew our client contracts on terms favorable to us; the effectiveness of our risk management procedures; our dependence on our processing systems, technology infrastructure, security systems and fraudulent-payment-detection systems, and the risk that our systems may experience breakdowns or fail to prevent security breaches or fraudulent transfers; our ability to develop, install and adopt new technology; a decreased client base due to consolidations in the banking and financial-services industry; the credit risk of our merchant clients, for which we may also be liable; the continuing market position of the ATH® network; reduction in consumer confidence leading to decreased consumer spending; the Company’s dependence on credit card associations; regulatory limitations on our activities, including the potential need to seek regulatory approval to consummate transactions, due to our relationship with Popular and our role as a service provider to financial institutions; changes in the regulatory environment and changes in international, legal, tax, political, administrative or economic conditions; the geographical concentration of the Company’s business in Puerto Rico; operating an international business in multiple regions with potential political and economic instability; increased compliance risks associated with operating an international business; operating in countries and counterparties that put us at risk of violating U.S. sanctions laws; our ability to execute our expansion and acquisition strategies; our ability to protect our intellectual property rights; our ability to recruit and retain qualified personnel; our ability to comply with federal, state, and local regulatory requirements; evolving industry standards; the Company’s high level of indebtedness and restrictions contained in the Company’s debt agreements; and the Company’s ability to generate sufficient cash to service the Company’s indebtedness and to generate future profits.

Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings “Forward-Looking Statements” and “Risk Factors” in the reports the Company files with the SEC from time to time, in connection with considering any forward-looking statements that may be made by the Company and its businesses generally. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.


Investor Contact
Kay Sharpton
(787) 773-5442
IR@evertecinc.com



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EVERTEC, Inc.
Schedule 1: Unaudited Consolidated Condensed Statements of Income and Comprehensive Income

 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 (Dollar amounts in thousands, except share data)
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Merchant acquiring, net
 
$
23,506

 
$
23,277

 
$
45,991

 
$
46,167

Payment processing
 
30,693

 
28,157

 
60,809

 
55,132

Business solutions
 
49,312

 
46,238

 
97,991

 
91,852

Total revenues
 
103,511

 
97,672

 
204,791

 
193,151

Operating costs and expenses
 
 
 
 
 
 
 
 
Cost of revenues, exclusive of depreciation and amortization shown below
 
43,030

 
41,966

 
87,203

 
85,374

Selling, general and administrative expenses
 
14,588

 
12,573

 
25,419

 
23,408

Depreciation and amortization
 
15,899

 
14,941

 
31,583

 
29,611

Total operating costs and expenses
 
73,517

 
69,480

 
144,205

 
138,393

Income from operations
 
29,994

 
28,192

 
60,586

 
54,758

Non-operating income (expenses)
 
 
 
 
 
 
 
 
Interest income
 
216

 
92

 
401

 
179

Interest expense
 
(7,406
)
 
(6,138
)
 
(14,442
)
 
(12,016
)
Earnings (losses) of equity method investment
 
115

 
29

 
258

 
(101
)
Other income
 
1,363

 
860

 
2,637

 
1,258

Total non-operating expenses
 
(5,712
)
 
(5,157
)
 
(11,146
)
 
(10,680
)
Income before income taxes
 
24,282

 
23,035

 
49,440

 
44,078

Income tax expense
 
4,068

 
2,801

 
6,088

 
4,677

Net income
 
20,214

 
20,234

 
43,352

 
39,401

Less: Net income (loss) attributable to non-controlling interest
 
125

 
(1
)
 
234

 
18

Net income attributable to EVERTEC, Inc.’s common stockholders
 
20,089

 
20,235

 
43,118

 
39,383

Other comprehensive (loss) income, net of tax
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(1,956
)
 
(2,047
)
 
(2,601
)
 
(1,579
)
Gain (loss) on cash flow hedge
 
(242
)
 
(1,475
)
 
376

 
(4,547
)
Total comprehensive income attributable to EVERTEC, Inc.’s common stockholders
 
$
17,891

 
$
16,713

 
$
40,893

 
$
33,257

Net income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.28

 
$
0.27

 
$
0.59

 
$
0.53

Diluted
 
$
0.27

 
$
0.27

 
$
0.59

 
$
0.53

Shares used in computing net income per common share:
 
 
 
 
 
 
 
 
Basic
 
72,508,852

 
74,706,042

 
72,572,157

 
74,826,946

Diluted
 
73,074,591

 
75,019,485

 
73,087,387

 
74,958,126


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EVERTEC, Inc.
Schedule 2: Unaudited Consolidated Condensed Balance Sheets 

(Dollar amounts in thousands)
 
June 30, 2017
 
December 31, 2016
Assets
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
93,060

 
$
51,920

Restricted cash
 
8,196

 
8,112

Accounts receivable, net
 
76,902

 
77,803

Prepaid expenses and other assets
 
26,500

 
20,430

Total current assets
 
204,658

 
158,265

Investment in equity investee
 
12,646

 
12,252

Property and equipment, net
 
36,095

 
38,930

Goodwill
 
371,204

 
370,986

Other intangible assets, net
 
284,316

 
299,119

Long-term deferred tax asset
 
988

 
805

Other long-term assets
 
4,720

 
5,305

Total assets
 
$
914,627

 
$
885,662

Liabilities and stockholders’ equity
 
 
 
 
Current Liabilities:
 
 
 
 
Accrued liabilities
 
$
34,203

 
$
34,243

Accounts payable
 
31,697

 
40,845

Unearned income
 
5,383

 
4,531

Income tax payable
 
2,687

 
1,755

Current portion of long-term debt
 
46,344

 
19,789

Short-term borrowings
 
48,000

 
28,000

Total current liabilities
 
168,314

 
129,163

Long-term debt
 
565,425

 
599,667

Long-term deferred tax liability
 
14,378

 
14,978

Unearned income - long term
 
20,577

 
17,303

Other long-term liabilities
 
11,918

 
16,376

Total liabilities
 
780,612

 
777,487

Stockholders’ equity
 
 
 
 
Preferred stock, par value $0.01; 2,000,000 shares authorized; none issued
 

 

Common stock, par value $0.01; 206,000,000 shares authorized; 72,381,305 shares issued and outstanding at June 30, 2017 (December 31, 2016 - 72,635,032)
 
723

 
726

Additional paid-in capital
 

 

Accumulated earnings
 
144,175

 
116,341

Accumulated other comprehensive loss, net of tax
 
(14,616
)
 
(12,391
)
Total EVERTEC, Inc. stockholders’ equity
 
130,282

 
104,676

Non-controlling interest
 
3,733

 
3,499

Total equity
 
134,015

 
108,175

Total liabilities and equity
 
$
914,627

 
$
885,662


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EVERTEC, Inc.
Schedule 3: Unaudited Consolidated Condensed Statements of Cash Flows
 
 
 
Six months ended June 30,
(Dollar amounts in thousands)
 
2017
 
2016
Cash flows from operating activities
 
 
 
 
Net income
 
$
43,352

 
$
39,401

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
31,583

 
29,611

Amortization of debt issue costs and accretion of discount
 
2,490

 
1,939

Provision for doubtful accounts and sundry losses
 
107

 
858

Deferred tax benefit
 
(1,799
)
 
(1,537
)
Share-based compensation
 
4,189

 
3,403

Loss on disposition of property and equipment and other intangibles
 
176

 
122

(Earnings) losses of equity method investment
 
(258
)
 
101

Decrease (increase) in assets:
 
 
 
 
Accounts receivable, net
 
953

 
2,776

Prepaid expenses and other assets
 
(6,067
)
 
(2,972
)
Other long-term assets
 
188

 
(1,826
)
(Decrease) increase in liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
(9,215
)
 
(6,793
)
Income tax payable
 
932

 
1,553

Unearned income
 
4,126

 
2,578

Other long-term liabilities
 
297

 
210

Total adjustments
 
27,702

 
30,023

Net cash provided by operating activities
 
71,054

 
69,424

Cash flows from investing activities
 
 
 
 
Net (increase) decrease in restricted cash
 
(83
)
 
4,217

Additions to software
 
(9,989
)
 
(10,015
)
Property and equipment acquired
 
(5,485
)
 
(9,017
)
Acquisitions, net of cash acquired
 

 
(5,947
)
Proceeds from sales of property and equipment
 
25

 
40

Net cash used in investing activities
 
(15,532
)
 
(20,722
)
Cash flows from financing activities
 
 
 
 
Statutory withholding taxes paid on share-based compensation
 
(1,485
)
 
(290
)
Net increase in short-term borrowings
 
20,000

 
3,000

Repayment of short-term borrowing for purchase of equipment and software
 
(996
)
 
(778
)
Dividends paid
 
(14,523
)
 
(14,964
)
Repurchase of common stock
 
(7,671
)
 
(15,602
)
Repayment of long-term debt
 
(9,707
)
 
(9,500
)
Net cash used in financing activities
 
(14,382
)
 
(41,721
)
Net increase in cash
 
41,140

 
6,981

Cash at beginning of the period
 
51,920

 
28,747

Cash at end of the period
 
$
93,060

 
$
35,728



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EVERTEC, Inc.
Schedule 4: Unaudited Income from Operations by Segment
 
 
 
Three months ended June 30,
 
Six months ended June 30,
(Dollar amounts in thousands)
 
2017
 
2016
 
2017
 
2016
Segment income from operations
 
 
 
 
 
 
 
 
Merchant Acquiring
 
$
7,192

 
$
8,786

 
14,100

 
$
17,212

Payment Processing
 
16,566

 
14,276

 
33,799

 
26,690

Business Solutions
 
13,521

 
15,126

 
27,172

 
28,369

Total segment income from operations
 
37,279

 
38,188

 
75,071

 
72,271

Merger related depreciation and amortization and other unallocated expenses (1)
 
(7,285
)
 
(9,996
)
 
(14,485
)
 
(17,513
)
Income from operations
 
$
29,994

 
$
28,192

 
$
60,586

 
$
54,758

 
 
1)
Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

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EVERTEC, Inc.
Schedule 5: Reconciliation of GAAP to Non-GAAP Operating Results 

 
 
Three months ended June 30,
 
Six months ended June 30,
(Dollar amounts in thousands, except share data)
 
2017
 
2016
 
2017
 
2016
Net income
 
$
20,214


$
20,234

 
$
43,352


$
39,401

Income tax expense
 
4,068


2,801

 
6,088


4,677

Interest expense, net
 
7,190


6,046

 
14,041


11,837

Depreciation and amortization
 
15,899


14,941

 
31,583


29,611

EBITDA
 
47,371


44,022

 
95,064


85,526

Software maintenance reimbursement and other costs (1)
 


149

 


461

Equity (income) loss (2)
 
(115
)

(29
)
 
(258
)

101

Compensation and benefits (3)
 
2,127


2,349

 
4,203


6,030

Transaction, refinancing and other fees (4)
 
747


611

 
280


970

Restatement related expenses (5)
 


1,737

 


1,796

Adjusted EBITDA
 
50,130


48,839

 
99,289


94,884

Operating depreciation and amortization(6)
 
(7,696
)

(7,081
)
 
(15,157
)

(14,087
)
Cash interest expense, net (7)
 
(6,036
)

(5,264
)
 
(11,738
)

(10,301
)
Income tax expense (8)
 
(4,072
)

(4,438
)
 
(6,969
)

(7,470
)
Non-controlling interest (9)
 
(170
)

(69
)
 
(325
)

(88
)
Adjusted net income
 
$
32,156


$
31,987

 
$
65,100


$
62,938

Net income per common share (GAAP):
 



 



Diluted
 
$
0.27


$
0.27

 
$
0.59


$
0.53

Adjusted Earnings per common share (Non-GAAP):
 



 



Diluted
 
$
0.44


$
0.43

 
$
0.89


$
0.84

Shares used in computing adjusted earnings per common share:
 



 



Diluted
 
73,074,591


75,019,485

 
73,087,387


74,958,126

 
1)
Predominantly represents reimbursements received for certain software maintenance expenses as part of the Merger, recorded as part of cost of revenues.
2)
Represents the elimination of non-cash equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A., net of cash dividends received. 
3)
Primarily represents share-based compensation and other compensation expense of $2.2 million and $1.9 million for the quarters ended June 30, 2017 and 2016 and severance payments $0.4 million for the quarter ended June 30, 2016. For June 30, 2017 share-based compensation expense of $0.6 million was recorded as part of cost of revenues, while share-based compensation of $1.5 million was recorded as part of selling, general and administrative expenses. For June 30, 2016, share-based compensation expense of $0.4 million and severance payments of $0.4 million were recorded as part of cost of revenues, while share-based compensation of $1.4 million was recorded as part of selling, general and administrative expenses. For the six months ended June 30, 2017 and 2016 primarily represents share-based compensation and other compensation expense of $4.2 million and $3.4 million, respectively and severance payments $$0.1 million and $2.5 million for the same period, respectively. For June 30, 2017 share-based compensation expense of $1.1 million and severance payments of $.01 million were recorded as part of cost of revenues, while share-based compensation of $3.1 million was recorded as part of selling, general and administrative expenses. For June 30, 2016, share-based compensation expense of $0.7 million and severance payments of $2.2 million were recorded as part of cost of revenues, while share-based compensation of $2.8 million and severance payments of $0.3 million were recorded as part of selling, general and administrative expenses.
4)
Represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, recorded as part of selling, general and administrative expenses and cost of revenues.
5)
Represents consulting, audit and legal expenses incurred as part of the restatement, recorded as part of selling, general and administrative expenses.

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6)
Represents operating depreciation and amortization expense, which excludes amounts generated as a result of the Merger and other from intangibles generated from acquisitions.
7)
Represents interest expense, less interest income, as they appear on our consolidated statements of income and comprehensive income, adjusted to exclude non-cash amortization of the debt issue costs, premium and accretion of discount.
8)
Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate.
9)
Represents the 35% non-controlling equity interest in Processa, net of amortization for intangibles created as part of the purchase.

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EVERTEC, Inc.
Schedule 6: Outlook Summary and Reconciliation to Non-GAAP Adjusted Earnings per Share

 
 
 
2017 Outlook6
 
2016 Actual
(Dollar amounts in millions, except share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
$
411

to
$
417

 
$
390

 
 
 
 
 
 
 
 
Earnings per Share (EPS) - Diluted (GAAP)
 
 
$
1.06

to
$
1.14

 
$
1.01

 
 
 
 
 
 
 
 
Per share adjustment to reconcile GAAP EPS to Non-GAAP Adjusted EPS:
 
 
 
 
 
 
 
Share-based comp, non-cash equity earnings and other (1)
 
 
0.18

 
0.18

 
0.27

Merger related depreciation and amortization (2)
 
 
0.41

 
0.41

 
0.42

Non-cash interest expense (3)
 
 
0.05

 
0.05

 
0.05

Tax effect of non-GAAP adjustments (4)
 
 
(0.06
)
 
(0.06
)
 
(0.07
)
Non-controlling interest (5)
 
 
(0.01
)
 
(0.01
)
 

Total adjustments
 
 
0.57

 
0.57

 
0.67

 
 
 
 
 
 
 
 
Adjusted Earnings per common share (Non-GAAP)
 
 
$
1.63

to
$
1.71

 
$
1.67

Shares used in computing adjusted earnings per share (in millions)
 
 
 
 
73.5

 
74.5


 
1)
Represents share based compensation, the elimination of non-cash equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A. , and other adjustments to reconcile GAAP EPS to Non-GAAP EPS.
2)
Represents depreciation and amortization expenses amounts generated as a result of the Merger.
3)
Represents non-cash amortization of the debt issue costs, premium and accretion of discount.
4)
Represents income tax expense on non-GAAP adjustments using the applicable GAAP tax rate (in an anticipated range of 10.0% to 10.5%).
5)
Represents the 35% non-controlling equity interest in Processa, net of amortization of intangibles created as part of the purchase.
6)
The 2017 Outlook does not consider any potential impact pursuant to Title III from the Puerto Rico Oversight, Management and Economic Stability Act.

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