TransUnion (NYSE: TRU) (the “Company”) today announced financial
results for the quarter ended March 31, 2021.
First Quarter 2021 Results
Revenue:
- Total revenue for
the quarter was $745 million, an increase of 8 percent (8 percent
on a constant currency basis, 7 percent on an organic constant
currency basis) compared with the first quarter of 2020.
Earnings:
- Net income
attributable to TransUnion was $128 million for the quarter,
compared with $70 million for the first quarter of 2020. Diluted
earnings per share was $0.67, compared with $0.37 for the first
quarter of 2020.
- Adjusted Net Income
was $176 million for the quarter, compared with $141 million
for the first quarter of 2020. Adjusted Diluted Earnings per Share
for the quarter was $0.91, compared with $0.73 for
the first quarter of 2020.
- Adjusted EBITDA was
$300 million for the quarter, an increase of 14 percent (13 percent
on a constant currency basis, 14 percent on an organic constant
currency basis) compared with the first quarter of 2020. Adjusted
EBITDA margin was 40.3 percent, compared with 38.3 percent for the
first quarter of 2020.
“TransUnion delivered a strong quarter driven by
accelerating macroeconomic recovery across most of our markets as
well as the benefits of our diversified portfolio and ongoing
business wins,” said Chris Cartwright, President and CEO. “As a
result, we out-performed our guidance and have raised our outlook
for the remainder of the year to reflect the stronger underlying
business conditions, particularly in the U.S., that have become
more visible over the past several months.”
“As always, we remain focused on investing for long-term success
and are benefiting from our Global Solutions and Global Operations
as we continue to progress on-plan with Project Rise.”
First Quarter 2021 Segment Results
U.S. Markets:
U.S. Markets revenue was $468 million, an
increase of 11 percent (10 percent on an organic basis) compared
with the first quarter of 2020.
- Financial Services
revenue was $263 million, an increase of 14 percent compared with
the first quarter of 2020.
- Emerging Verticals
revenue, which includes Healthcare, Insurance and all other
verticals, was $205 million, an increase of 7 percent (4 percent on
an organic basis) compared with the first quarter of 2020.
Adjusted EBITDA was $199 million, an increase of
16 percent (17 percent on an organic basis) compared with the first
quarter of 2020.
International:
International revenue was $166 million, an
increase of 5 percent (3 percent on a constant currency basis)
compared with the first quarter of 2020.
- Canada revenue was
$30 million, an increase of 15 percent (9 percent on a constant
currency basis) compared with the first quarter of 2020.
- Latin America
revenue was $24 million, a decrease of 1 percent (an increase of 5
percent on a constant currency basis) compared with the first
quarter of 2020.
- United Kingdom
revenue was $50 million, an increase of 3 percent (a decrease of 5
percent on a constant currency basis) compared with the first
quarter of 2020.
- Africa revenue was
$14 million, a decrease of 4 percent (5 percent on a constant
currency basis) compared with the first quarter of 2020.
- India revenue was
$34 million, an increase of 10 percent (11 percent on a constant
currency basis) compared with the first quarter of 2020.
- Asia Pacific
revenue was $14 million, an increase of 6 percent (5 percent on a
constant currency basis) compared with the first quarter of
2020.
Adjusted EBITDA was $71 million, an increase of
19 percent (16 percent on a constant currency basis) compared with
the first quarter of 2020.
Consumer Interactive:
Consumer Interactive revenue was $130 million,
an increase of 3 percent compared with the first quarter of
2020.
Adjusted EBITDA was $59 million, an increase of
2 percent compared with the first quarter of 2020.
Liquidity and Capital Resources
Cash and cash equivalents were $433 million at
March 31, 2021 and $493 million at December 31, 2020. In
addition, we had $300 million of undrawn capacity on our Senior
Secured Revolving Credit Facility. At the end of March 2021, we
prepaid $85 million of our debt. For the three months ended March
31, 2021, cash provided by continuing operations was $145 million
compared with $126 million in 2020. The increase in cash provided
by operations was due primarily to an increase in operating
performance and a decrease in interest expense, partially offset by
an increase in working capital. Cash used in investing activities
was $72 million compared with $26 million in 2020. The increase in
cash used in investing activities was due primarily to an increase
in net purchases of other investments. Capital expenditures were
$43 million compared with $42 million in 2020. Cash used in
financing activities was $132 million compared with $50 million in
2020. The increase in cash used in financing activities was due
primarily to our $85 million prepayment of debt.
Second Quarter and Full Year 2021
Outlook
Our guidance is based on a number of assumptions
that are subject to change, many of which are outside of the
control of the Company. The extent to which COVID-19 impacts our
business and results of operations continues to be inherently
uncertain and will depend on numerous evolving factors that we may
not be able to accurately predict. There can be no assurance that
the Company will achieve the results expressed by this
guidance.
2021 Full Year Outlook:
GAAP Outlook: For 2021, revenue is expected to
be between $2.949 billion and $2.992 billion, an increase of 9 to
10 percent compared with 2020. Net income attributable to
TransUnion is expected to be between $425 million and $449 million,
an increase of 24 to 31 percent. Diluted earnings per share is
expected to be between $2.20 and $2.33, an increase of 23 to 30
percent. The revenue growth includes approximately 0.5 percent of
benefit from acquisitions and 1 percent of benefit from foreign
exchange rates. In addition, the revenue growth rates include 1
percent to 1.5 percent of mortgage headwind.
Adjusted Outlook: For 2021, Adjusted EBITDA is
expected to be between $1.157 billion and $1.189 billion, an
increase of 11 to 14 percent compared with 2020. Adjusted Diluted
Earnings per Share is expected to be between $3.45 and $3.58, an
increase of 15 to 19 percent. The Adjusted EBITDA growth rates
include approximately 1 percent of benefit from foreign exchange
rates.
2021 Second Quarter
Outlook:
GAAP Outlook: For the second quarter of 2021,
revenue is expected to be between $744 million and $754 million, an
increase of 17 to 19 percent compared with the second quarter of
2020. Net income attributable to TransUnion is expected to be
between $112 million and $117 million, an increase of 63 to 71
percent. Diluted earnings per share is expected to be between $0.58
and $0.61, an increase of 62 to 70 percent. The revenue growth
includes slightly less than 1 percent of benefit from acquisitions
and 2 percent of benefit from foreign exchange rates. In addition,
the revenue growth rates include approximately 2 percent of
headwind due to projected lower growth in mortgage revenue.
Adjusted Outlook: For the second quarter of
2021, Adjusted EBITDA is expected to be between $296 million and
$303 million, an increase of 22 to 25 percent compared with the
second quarter of 2020. Adjusted Diluted Earnings per Share is
expected to be between $0.89 and $0.92, an increase of 35 to 39
percent. The Adjusted EBITDA growth rates include approximately 2
percent of benefit from foreign exchange rates.
Earnings Webcast Details
In conjunction with this release, TransUnion
will host a conference call and webcast today at 8:30 a.m. Central
Time to discuss the business results for the quarter and certain
forward-looking information. This session and the accompanying
presentation materials may be accessed at www.transunion.com/tru. A
replay of the call will also be available at this website following
the conclusion of the call.
About TransUnion
TransUnion is a global information and insights
company that makes trust possible in the modern economy. We do this
by providing a comprehensive picture of each person so they can be
reliably and safely represented in the marketplace. As a result,
businesses and consumers can transact with confidence and achieve
great things. We call this Information for Good.
A leading presence in more than 30 countries
across five continents, TransUnion provides solutions that help
create economic opportunity, great experiences and personal
empowerment for hundreds of millions of people.
http://www.transunion.com/business
Availability of Information on
TransUnion’s Website
Investors and others should note that TransUnion
routinely announces material information to investors and the
marketplace using SEC filings, press releases, public conference
calls, webcasts and the TransUnion Investor Relations website.
While not all of the information that the Company posts to the
TransUnion Investor Relations website is of a material nature, some
information could be deemed to be material. Accordingly, the
Company encourages investors, the media and others interested in
TransUnion to review the information that it shares on
www.transunion.com/tru.
Non-GAAP Financial Measures
This earnings release presents constant currency
growth rates assuming foreign currency exchange rates are
consistent between years. This allows financial results to be
evaluated without the impact of fluctuations in foreign currency
exchange rates. This earnings release also presents organic
constant currency growth rates, which assumes consistent foreign
currency exchange rates between years and also eliminates the
impact of our recent acquisitions. This allows financial results to
be evaluated without the impact of fluctuations in foreign currency
exchange rates and the impacts of recent acquisitions.
This earnings release also presents Adjusted
EBITDA, Adjusted EBITDA Margin, Adjusted Effective Tax Rate,
Adjusted Net Income (Loss) and Adjusted Diluted Earnings per Share
for all periods presented. These are important financial measures
for the Company but are not financial measures as defined by GAAP.
We present Adjusted EBITDA and Adjusted Net Income as supplemental
measures of our operating performance because these measures
eliminate the impact of certain items that we do not consider
indicative of our cash operations and ongoing operating
performance. Adjusted EBITDA is also a measure frequently used by
securities analysts, investors and other interested parties in
their evaluation of the operating performance of companies similar
to ours. Our board of directors and executive management team use
Adjusted EBITDA as compensation measures. Under the credit
agreement governing our Senior Secured Credit Facility, our ability
to engage in activities such as incurring additional indebtedness,
making investments and paying dividends is tied to a ratio based on
Adjusted EBITDA. These financial measures should be reviewed in
conjunction with the relevant GAAP financial measures and are not
presented as alternative measures of GAAP. Other companies in our
industry may define or calculate these measures differently than we
do, limiting their usefulness as comparative measures. Because of
these limitations, these non-GAAP financial measures should not be
considered in isolation or as substitutes for performance measures
calculated in accordance with GAAP, including operating income,
operating margin, effective tax rate, net income (loss)
attributable to the Company, earnings per share or cash provided by
operating activities. Reconciliations of these non-GAAP financial
measures to the most directly comparable GAAP financial measures
are presented in the attached Schedules.
We define Adjusted EBITDA as net income (loss)
attributable to TransUnion plus net interest expense, plus (less)
provision (benefit) for income taxes, plus depreciation and
amortization, plus stock-based compensation, plus mergers,
acquisitions, divestitures and business optimization-related
expenses, plus certain accelerated technology investment expenses
to migrate to the cloud, plus (less) certain other expenses
(income). We define Adjusted Net Income as net income (loss)
attributable to TransUnion plus stock-based compensation, plus
mergers, acquisitions, divestitures and business
optimization-related expenses, plus certain accelerated technology
investment expenses, plus (less) certain other expenses (income),
plus amortization of certain intangible assets, plus or minus the
related changes in provision for income taxes. We define Adjusted
Diluted Earnings per Share as Adjusted Net Income divided by the
weighted-average diluted shares outstanding. The above definitions
apply to our calculations for the periods shown on Schedules 1
through 6.
Forward-Looking Statements
This earnings release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current
beliefs and expectations of TransUnion’s management and are subject
to significant risks and uncertainties. Actual results may differ
materially from those described in the forward-looking statements.
Any statements made in this earnings release that are not
statements of historical fact, including statements about our
beliefs and expectations, are forward-looking statements.
Forward-looking statements include information concerning possible
or assumed future results of operations, including our guidance and
descriptions of our business plans and strategies. These statements
often include words such as “anticipate,” “expect,” “guidance,”
“suggest,” “plan,” “believe,” “intend,” “estimate,” “target,”
“project,” “should,” “could,” “would,” “may,” “will,” “forecast,”
“outlook,” “potential,” “continues,” “seeks,” “predicts,” or the
negative of these words and other similar expressions. Factors that
could cause actual results to differ materially from those
described in the forward-looking statements include: the effects of
the COVID-19 pandemic; the duration of the COVID-19 pandemic and
the timing of the recovery from the COVID-19 pandemic; the
existence and prevalence of variants of the COVID-19 virus;
macroeconomic and industry trends and adverse developments in the
debt, consumer credit and financial services markets; our ability
to provide competitive services and prices; our ability to retain
or renew existing agreements with large or long-term customers; our
ability to maintain the security and integrity of our data; our
ability to deliver services timely without interruption; our
ability to maintain our access to data sources; government
regulation and changes in the regulatory environment; litigation or
regulatory proceedings; regulatory oversight of “critical
activities”; our ability to effectively manage our costs; economic
and political stability in the United States and international
markets where we operate; our ability to effectively develop and
maintain strategic alliances and joint ventures; our ability to
timely develop new services and the market’s willingness to adopt
our new services; our ability to manage and expand our operations
and keep up with rapidly changing technologies; our ability to make
acquisitions, successfully integrate the operations of acquired
businesses and realize the intended benefits of such acquisitions;
our ability to protect and enforce our intellectual property, trade
secrets and other forms of unpatented intellectual property; our
ability to defend our intellectual property from infringement
claims by third parties; the ability of our outside service
providers and key vendors to fulfill their obligations to us;
further consolidation in our end-customer markets; the increased
availability of free or inexpensive consumer information; losses
against which we do not insure; our ability to make timely payments
of principal and interest on our indebtedness; our ability to
satisfy covenants in the agreements governing our indebtedness; our
ability to maintain our liquidity; share repurchase plans; our
reliance on key management personnel; and other one-time events and
other factors that can be found in our Annual Report on Form 10-K
for the year ended December 31, 2020, and any subsequent Quarterly
Report on Form 10-Q or Current Report on Form 8-K, which are filed
with the Securities and Exchange Commission and are available on
TransUnion’s website (www.transunion.com/tru) and on the Securities
and Exchange Commission’s website (www.sec.gov). Many of these
factors are beyond our control. The forward-looking statements
contained in this earnings release speak only as of the date of
this earnings release. We undertake no obligation to publicly
release the result of any revisions to these forward-looking
statements to reflect the impact of events or circumstances that
may arise after the date of this earnings release.
In addition to factors previously disclosed in
TransUnion’s reports filed with the Securities and Exchange
Commission and those identified elsewhere in this press release,
the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: failure to realize the benefits expected from the
recent business acquisitions; the effects of pending and future
legislation; risks related to disruption of management time from
ongoing business operations due to the recent business
acquisitions; macroeconomic factors beyond TransUnion’s control;
risks related to TransUnion’s indebtedness and other consequences
associated with mergers, acquisitions and divestitures, and
legislative and regulatory actions and reforms.
For More Information |
E-mail: |
Investor.Relations@transunion.com |
Telephone: |
312.985.2860 |
TRANSUNION AND
SUBSIDIARIESConsolidated Balance Sheets
(Unaudited)(in millions, except per share data)
|
|
March 31,2021 |
|
December 31,2020 |
Assets |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
433.0 |
|
|
|
$ |
493.0 |
|
|
Trade accounts receivable, net of allowance of $26.9 and $26.6 |
|
488.1 |
|
|
|
453.7 |
|
|
Other current assets |
|
202.3 |
|
|
|
159.5 |
|
|
Total current assets |
|
1,123.4 |
|
|
|
1,106.2 |
|
|
Property, plant and equipment,
net of accumulated depreciation and amortization of $582.4 and
$548.9 |
|
215.0 |
|
|
|
223.2 |
|
|
Goodwill |
|
3,454.8 |
|
|
|
3,461.5 |
|
|
Other intangibles, net of
accumulated amortization of $1,799.8 and $1,752.2 |
|
2,242.7 |
|
|
|
2,284.6 |
|
|
Other assets |
|
251.7 |
|
|
|
236.1 |
|
|
Total
assets |
|
$ |
7,287.6 |
|
|
|
$ |
7,311.6 |
|
|
Liabilities and
stockholders’ equity |
|
|
|
|
Current liabilities: |
|
|
|
|
Trade accounts payable |
|
$ |
203.5 |
|
|
|
$ |
193.2 |
|
|
Short-term debt and current portion of long-term debt |
|
62.7 |
|
|
|
55.5 |
|
|
Other current liabilities |
|
364.0 |
|
|
|
415.8 |
|
|
Total current liabilities |
|
630.2 |
|
|
|
664.5 |
|
|
Long-term debt |
|
3,293.3 |
|
|
|
3,398.7 |
|
|
Deferred taxes |
|
407.8 |
|
|
|
396.8 |
|
|
Other liabilities |
|
193.2 |
|
|
|
215.5 |
|
|
Total
liabilities |
|
4,524.5 |
|
|
|
4,675.5 |
|
|
Stockholders’ equity: |
|
|
|
|
Common stock, $0.01 par value; 1.0 billion shares authorized at
March 31, 2021 and December 31, 2020, 196.8 million
and 195.7 million shares issued at March 31, 2021 and
December 31, 2020, respectively, and 191.3 million shares
and 190.5 million shares outstanding as of March 31, 2021 and
December 31, 2020, respectively |
|
2.0 |
|
|
|
2.0 |
|
|
Additional paid-in capital |
|
2,116.8 |
|
|
|
2,088.1 |
|
|
Treasury stock at cost; 5.5 million and 5.2 million shares at
March 31, 2021 and December 31, 2020, respectively |
|
(243.8 |
) |
|
|
(215.2 |
) |
|
Retained earnings |
|
1,050.8 |
|
|
|
937.4 |
|
|
Accumulated other comprehensive loss |
|
(260.3 |
) |
|
|
(272.1 |
) |
|
Total TransUnion stockholders’
equity |
|
2,665.5 |
|
|
|
2,540.2 |
|
|
Noncontrolling interests |
|
97.6 |
|
|
|
95.9 |
|
|
Total stockholders’
equity |
|
2,763.1 |
|
|
|
2,636.1 |
|
|
Total liabilities and
stockholders’ equity |
|
$ |
7,287.6 |
|
|
|
$ |
7,311.6 |
|
|
TRANSUNION AND
SUBSIDIARIESConsolidated Statements of Income
(Unaudited)(in millions, except per share data)
|
|
Three Months Ended March 31, |
|
|
2021 |
|
2020 |
Revenue |
|
$ |
745.3 |
|
|
|
$ |
687.6 |
|
|
Operating
expenses |
|
|
|
|
Cost of services (exclusive of depreciation and amortization
below) |
|
243.2 |
|
|
|
225.1 |
|
|
Selling, general and administrative |
|
227.2 |
|
|
|
235.4 |
|
|
Depreciation and amortization |
|
94.3 |
|
|
|
90.3 |
|
|
Total operating
expenses |
|
564.6 |
|
|
|
550.8 |
|
|
Operating
income |
|
180.7 |
|
|
|
136.8 |
|
|
Non-operating income
and (expense) |
|
|
|
|
Interest expense |
|
(25.8 |
) |
|
|
(37.7 |
) |
|
Interest income |
|
0.7 |
|
|
|
1.9 |
|
|
Earnings from equity method investments |
|
3.0 |
|
|
|
2.6 |
|
|
Other income and (expense), net |
|
(0.4 |
) |
|
|
(7.0 |
) |
|
Total non-operating
income and (expense) |
|
(22.5 |
) |
|
|
(40.2 |
) |
|
Income before income
taxes |
|
158.2 |
|
|
|
96.6 |
|
|
Provision for income
taxes |
|
(27.5 |
) |
|
|
(22.3 |
) |
|
Net
income |
|
130.6 |
|
|
|
74.3 |
|
|
Less: net (income)
loss attributable to the noncontrolling interests |
|
(2.7 |
) |
|
|
(4.1 |
) |
|
Net income
attributable to TransUnion |
|
$ |
127.9 |
|
|
|
$ |
70.2 |
|
|
|
|
|
|
|
Weighted-average
shares outstanding: |
|
|
|
|
Basic |
|
190.9 |
|
|
|
189.2 |
|
|
Diluted |
|
192.5 |
|
|
|
192.2 |
|
|
Earnings per
share: |
|
|
|
|
Basic |
|
$ |
0.67 |
|
|
|
$ |
0.37 |
|
|
Diluted |
|
$ |
0.66 |
|
|
|
$ |
0.37 |
|
|
|
|
|
|
|
As a result of displaying amounts in millions, rounding
differences may exist in the table above.
TRANSUNION AND
SUBSIDIARIESConsolidated Statements of Cash Flows
(Unaudited)(in millions)
|
Three Months Ended March 31, |
|
2021 |
|
2020 |
|
|
|
|
Cash flows from
operating activities: |
|
|
|
Net income |
$ |
130.6 |
|
|
|
$ |
74.3 |
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
Depreciation and amortization |
94.3 |
|
|
|
90.3 |
|
|
Net gain on investments in affiliated companies and assets of
businesses held for sale |
(0.5 |
) |
|
|
(1.8 |
) |
|
Deferred taxes |
4.0 |
|
|
|
(0.6 |
) |
|
Stock-based compensation |
17.9 |
|
|
|
4.9 |
|
|
Provision for losses on trade accounts receivable |
1.1 |
|
|
|
6.2 |
|
|
Other |
0.5 |
|
|
|
1.3 |
|
|
Changes in assets and liabilities: |
|
|
|
Trade accounts receivable |
(35.3 |
) |
|
|
(40.6 |
) |
|
Other current and long-term assets |
(23.4 |
) |
|
|
(0.5 |
) |
|
Trade accounts payable |
7.2 |
|
|
|
12.3 |
|
|
Other current and long-term liabilities |
(51.6 |
) |
|
|
(20.3 |
) |
|
Cash provided by
operating activities |
144.8 |
|
|
|
125.5 |
|
|
Cash flows from investing
activities: |
|
|
|
Capital expenditures |
(43.2 |
) |
|
|
(42.0 |
) |
|
Proceeds from sale/maturities of other investments |
1.5 |
|
|
|
19.4 |
|
|
Purchases of other investments |
(19.8 |
) |
|
|
(0.2 |
) |
|
Purchases of convertible notes and investments in nonconsolidated
affiliates |
(10.0 |
) |
|
|
(5.2 |
) |
|
Other |
(0.4 |
) |
|
|
2.5 |
|
|
Cash used in investing
activities |
(71.9 |
) |
|
|
(25.5 |
) |
|
Cash flows from financing
activities: |
|
|
|
Repayments of debt |
(99.6 |
) |
|
|
(13.8 |
) |
|
Proceeds from issuance of common stock and exercise of stock
options |
10.1 |
|
|
|
10.9 |
|
|
Dividends to shareholders |
(15.0 |
) |
|
|
(14.7 |
) |
|
Employee taxes paid on restricted stock units recorded as treasury
stock |
(27.7 |
) |
|
|
(32.1 |
) |
|
Cash used in financing
activities |
(132.2 |
) |
|
|
(49.7 |
) |
|
Effect of exchange rate changes
on cash and cash equivalents |
(0.7 |
) |
|
|
(18.7 |
) |
|
Net change in cash and
cash equivalents |
(60.0 |
) |
|
|
31.6 |
|
|
Cash and cash equivalents,
beginning of period |
493.0 |
|
|
|
274.1 |
|
|
Cash and cash
equivalents, end of period |
$ |
433.0 |
|
|
|
$ |
305.7 |
|
|
As a result of displaying amounts in millions, rounding
differences may exist in the table above.
SCHEDULE 1TRANSUNION AND
SUBSIDIARIESRevenue and Adjusted EBITDA growth
rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)
|
|
For the Three Months Ended March 31, 2021 compared with the Three
Months Ended March 31, 2020 |
|
|
Reported |
|
CC Growth(1) |
|
Inorganic(2) |
|
Organic Growth(3) |
|
Organic CC Growth(4) |
Revenue: |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
8.4 |
|
% |
|
7.8 |
|
% |
|
0.8 |
|
% |
|
7.6 |
|
% |
|
7.0 |
|
% |
U.S. Markets |
|
11.0 |
|
% |
|
10.9 |
|
% |
|
1.3 |
|
% |
|
9.7 |
|
% |
|
9.7 |
|
% |
Financial Services |
|
14.2 |
|
% |
|
14.2 |
|
% |
|
— |
|
% |
|
14.1 |
|
% |
|
14.1 |
|
% |
Emerging Verticals |
|
7.1 |
|
% |
|
7.0 |
|
% |
|
2.8 |
|
% |
|
4.3 |
|
% |
|
4.3 |
|
% |
International |
|
5.4 |
|
% |
|
2.9 |
|
% |
|
— |
|
% |
|
5.4 |
|
% |
|
2.9 |
|
% |
Canada |
|
14.7 |
|
% |
|
8.5 |
|
% |
|
— |
|
% |
|
14.7 |
|
% |
|
8.5 |
|
% |
Latin America |
|
(0.9 |
) |
% |
|
4.9 |
|
% |
|
— |
|
% |
|
(0.9 |
) |
% |
|
4.9 |
|
% |
United Kingdom |
|
3.1 |
|
% |
|
(4.6 |
) |
% |
|
— |
|
% |
|
3.1 |
|
% |
|
(4.6 |
) |
% |
Africa |
|
(4.2 |
) |
% |
|
(4.8 |
) |
% |
|
— |
|
% |
|
(4.2 |
) |
% |
|
(4.8 |
) |
% |
India |
|
10.2 |
|
% |
|
11.0 |
|
% |
|
— |
|
% |
|
10.2 |
|
% |
|
11.0 |
|
% |
Asia Pacific |
|
5.8 |
|
% |
|
5.0 |
|
% |
|
— |
|
% |
|
5.8 |
|
% |
|
5.0 |
|
% |
Consumer Interactive |
|
2.9 |
|
% |
|
2.9 |
|
% |
|
— |
|
% |
|
2.9 |
|
% |
|
2.9 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA: |
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
14.1 |
|
% |
|
13.5 |
|
% |
|
(0.8 |
) |
% |
|
14.9 |
|
% |
|
14.3 |
|
% |
U.S. Markets |
|
15.9 |
|
% |
|
15.9 |
|
% |
|
(1.3 |
) |
% |
|
17.2 |
|
% |
|
17.2 |
|
% |
International |
|
18.6 |
|
% |
|
16.0 |
|
% |
|
— |
|
% |
|
18.6 |
|
% |
|
16.0 |
|
% |
Consumer Interactive |
|
2.0 |
|
% |
|
2.0 |
|
% |
|
— |
|
% |
|
2.0 |
|
% |
|
2.0 |
|
% |
(1) |
Constant Currency (“CC”) growth rates assume foreign currency
exchange rates are consistent between years. This allows financial
results to be evaluated without the impact of fluctuations in
foreign currency exchange rates. |
(2) |
Inorganic growth rate represents growth attributable to the first
twelve months of activity for recent business acquisitions. |
(3) |
Organic growth rate is the reported growth rate less the inorganic
growth rate. |
(4) |
Organic CC growth rate is the CC growth rate less inorganic growth
rate. |
SCHEDULE 2TRANSUNION AND
SUBSIDIARIESConsolidated and Segment Revenue,
Adjusted EBITDA, and Adjusted EBITDA Margins
(Unaudited)(dollars in millions)
|
Three Months Ended March 31, |
|
2021 |
|
2020 |
Revenue: |
|
|
|
U.S. Markets gross
revenue |
|
|
|
Financial Services |
$ |
263.1 |
|
|
|
$ |
230.4 |
|
|
Emerging Verticals |
205.0 |
|
|
|
191.5 |
|
|
Total U.S. Markets gross
revenue |
$ |
468.1 |
|
|
|
$ |
421.9 |
|
|
|
|
|
|
International gross revenue |
|
|
|
Canada |
$ |
30.4 |
|
|
|
$ |
26.5 |
|
|
Latin America |
24.1 |
|
|
|
24.3 |
|
|
United Kingdom |
50.3 |
|
|
|
48.8 |
|
|
Africa |
13.7 |
|
|
|
14.3 |
|
|
India |
34.0 |
|
|
|
30.8 |
|
|
Asia Pacific |
13.8 |
|
|
|
13.0 |
|
|
Total International gross
revenue |
$ |
166.3 |
|
|
|
$ |
157.7 |
|
|
|
|
|
|
Consumer Interactive gross
revenue |
$ |
130.4 |
|
|
|
$ |
126.7 |
|
|
|
|
|
|
Less: intersegment
eliminations |
|
|
|
U.S. Markets |
$ |
(17.4 |
) |
|
|
$ |
(17.1 |
) |
|
International |
(1.4 |
) |
|
|
(1.3 |
) |
|
Consumer Interactive |
(0.5 |
) |
|
|
(0.4 |
) |
|
Total intersegment
eliminations |
$ |
(19.4 |
) |
|
|
$ |
(18.7 |
) |
|
|
|
|
|
Total revenue, as
reported |
$ |
745.3 |
|
|
|
$ |
687.6 |
|
|
|
|
|
|
Adjusted EBITDA: |
|
|
|
U.S. Markets |
$ |
198.8 |
|
|
|
$ |
171.5 |
|
|
International |
71.4 |
|
|
|
60.2 |
|
|
Consumer Interactive |
58.5 |
|
|
|
57.4 |
|
|
Corporate |
(28.4 |
) |
|
|
(25.8 |
) |
|
Consolidated Adjusted EBITDA |
$ |
300.4 |
|
|
|
$ |
263.4 |
|
|
|
|
|
|
Adjusted EBITDA margin: |
|
|
|
U.S. Markets |
42.5 |
|
% |
|
40.7 |
|
% |
International |
42.9 |
|
% |
|
38.2 |
|
% |
Consumer Interactive |
44.9 |
|
% |
|
45.3 |
|
% |
Consolidated |
40.3 |
|
% |
|
38.3 |
|
% |
Segment Adjusted EBITDA margins are calculated
using segment gross revenue and segment Adjusted EBITDA.
Consolidated Adjusted EBITDA margin is calculated using total
revenue as reported and consolidated Adjusted EBITDA.
|
Three Months Ended March 31, |
|
2021 |
|
2020 |
Reconciliation of net income
attributable to TransUnion to consolidated Adjusted EBITDA: |
|
|
|
Net income attributable to TransUnion |
$ |
127.9 |
|
|
|
$ |
70.2 |
|
|
Net interest expense |
25.1 |
|
|
|
35.8 |
|
|
Provision for income taxes |
27.5 |
|
|
|
22.3 |
|
|
Depreciation and amortization |
94.3 |
|
|
|
90.3 |
|
|
EBITDA |
274.8 |
|
|
|
218.5 |
|
|
Adjustments to EBITDA: |
|
|
|
Stock-based compensation(1) |
16.3 |
|
|
|
2.3 |
|
|
Mergers and acquisitions, divestitures and business
optimization(2) |
1.8 |
|
|
|
4.3 |
|
|
Accelerated technology investment(3) |
7.3 |
|
|
|
2.5 |
|
|
Net other(4) |
0.1 |
|
|
|
35.7 |
|
|
Total adjustments to
EBITDA |
25.6 |
|
|
|
44.8 |
|
|
Consolidated Adjusted
EBITDA |
$ |
300.4 |
|
|
|
$ |
263.4 |
|
|
|
|
|
|
Net income attributable to
TransUnion as a percentage of revenue |
17.2 |
|
% |
|
10.2 |
|
% |
Consolidated Adjusted EBITDA
margin |
40.3 |
|
% |
|
38.3 |
|
% |
As a result of displaying amounts in millions, rounding
differences may exist in the tables above and footnotes below.
(1) |
Consisted of stock-based compensation and cash-settled stock-based
compensation. |
(2) |
For the three months ended March 31, 2021, consisted of the
following adjustments: $1.1 million of adjustments to contingent
consideration expense from previous acquisitions; $1.1 million of
acquisition expenses; and a $(0.5) gain on the sale of a cost
method investment.For the three months ended March 31, 2020,
consisted of the following adjustments: $3.8 million of Callcredit
integration costs; $2.1 million of acquisition expenses; $0.3
million of adjustments to contingent consideration expense from
previous acquisitions; a ($1.8) million gain on the disposal of
assets of a small business in our United Kingdom region that are
classified as held-for-sale; and a ($0.1) million reimbursement for
transition services provided to the buyers of certain of our
discontinued operations. |
(3) |
Represents expenses associated with our accelerated technology
investment. |
(4) |
For the three months ended March 31, 2021, consisted of the
following adjustments: $0.1 million of net other which includes
deferred loan fees written off as a result of prepayments on our
debt, loan fees, and gain from currency remeasurement of our
foreign operations.For the three months ended March 31, 2020,
consisted of the following adjustments: $30.5 million for certain
legal expenses; a $4.9 million loss from currency remeasurement of
our foreign operations; and $0.3 million of net other, which
includes loan fees, fees related to our new swap agreement,
administrative expenses associated with the Fraud Incident, and a
reimbursement of fees associated with the refinancing of our Senior
Secured Credit Facility. |
SCHEDULE 3TRANSUNION AND
SUBSIDIARIESAdjusted Net Income and Adjusted
Earnings Per Share (Unaudited)(in millions, except per
share data)
|
|
Three Months Ended March 31, |
|
|
2021 |
|
2020 |
Net income attributable to TransUnion |
|
$ |
127.9 |
|
|
|
$ |
70.2 |
|
|
|
|
|
|
|
Weighted-average shares
outstanding: |
|
|
|
|
Basic |
|
190.9 |
|
|
|
189.2 |
|
|
Diluted |
|
192.5 |
|
|
|
192.2 |
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic |
|
$ |
0.67 |
|
|
|
$ |
0.37 |
|
|
Diluted |
|
$ |
0.66 |
|
|
|
$ |
0.37 |
|
|
|
|
|
|
|
Reconciliation of net income
attributable to TransUnion to Adjusted Net Income: |
|
|
|
|
Net income attributable to
TransUnion |
|
$ |
127.9 |
|
|
|
$ |
70.2 |
|
|
Adjustments before income tax
items: |
|
|
|
|
Stock-based compensation(1) |
|
16.3 |
|
|
|
2.3 |
|
|
Mergers and acquisitions, divestitures and business
optimization(2) |
|
1.8 |
|
|
|
4.3 |
|
|
Accelerated technology investment(3) |
|
7.3 |
|
|
|
2.5 |
|
|
Net other(4) |
|
(0.2 |
) |
|
|
35.3 |
|
|
Amortization of certain intangible assets(5) |
|
47.9 |
|
|
|
48.7 |
|
|
Total adjustments before
income tax items |
|
73.1 |
|
|
|
93.1 |
|
|
Change in provision for income taxes per schedule 4 |
|
(25.2 |
) |
|
|
(22.6 |
) |
|
Adjusted Net Income |
|
$ |
175.8 |
|
|
|
$ |
140.7 |
|
|
|
|
|
|
|
Weighted-average shares
outstanding(6): |
|
|
|
|
Basic |
|
190.9 |
|
|
|
189.2 |
|
|
Diluted |
|
192.5 |
|
|
|
192.2 |
|
|
|
|
|
|
|
Adjusted Earnings per
Share: |
|
|
|
|
Basic |
|
$ |
0.92 |
|
|
|
$ |
0.74 |
|
|
Diluted |
|
$ |
0.91 |
|
|
|
$ |
0.73 |
|
|
|
|
|
|
|
Anti-dilutive weighted
stock-based awards outstanding |
|
0.3 |
|
|
|
0.2 |
|
|
As a result of displaying amounts in millions, rounding
differences may exist in the table above and footnotes below.
(1) |
Consisted of stock-based compensation and cash-settled stock-based
compensation. |
(2) |
For the three months ended March 31, 2021, consisted of the
following adjustments: $1.1 million of adjustments to contingent
consideration expense from previous acquisitions; $1.1 million of
acquisition expenses; and a $(0.5) gain on the sale of a cost
method investment.For the three months ended March 31, 2020,
consisted of the following adjustments: $3.8 million of Callcredit
integration costs; $2.1 million of acquisition expenses; $0.3
million of adjustments to contingent consideration expense from
previous acquisitions; a ($1.8) million gain on the disposal of
assets of a small business in our United Kingdom region that are
classified as held-for-sale; and a ($0.1) million reimbursement for
transition services provided to the buyers of certain of our
discontinued operations. |
(3) |
Represents expenses associated with our accelerated technology
investment. |
(4) |
For the three months ended March 31, 2021, consisted of the
following adjustments: $(0.2) million of net other, which includes
gains from currency remeasurement of our foreign operations and
deferred loan fees written off as a result of the prepayments on
our debt.For the three months ended March 31, 2020, consisted of
the following adjustments: $30.5 million for certain legal
expenses; a $4.9 million loss from currency remeasurement of our
foreign operations; and $(0.1) million of net other, which includes
fees related to our new swap agreements, administrative expenses
associated with the Fraud Incident and a reimbursement of fees
associated with the refinancing of our Senior Secured Credit
Facility. |
(5) |
Consisted of amortization of intangible assets from our 2012 change
in control transaction and amortization of intangible assets
established in business acquisitions after our 2012 change in
control transaction. |
(6) |
As of March 31, 2021 and March 31, 2020, there were 0.3
million and 1.3 million contingently-issuable performance-based
stock awards outstanding in each respective period that were
excluded from the diluted earnings per share calculation because
the contingencies had not been met. |
SCHEDULE 4TRANSUNION AND
SUBSIDIARIESEffective Tax Rate and Adjusted
Effective Tax Rate (Unaudited)(dollars in millions)
|
Three Months Ended March 31, |
|
2021 |
|
2020 |
Income before income
taxes |
$ |
158.2 |
|
|
|
$ |
96.6 |
|
|
Total adjustments before income tax items from schedule 3 |
73.1 |
|
|
|
93.1 |
|
|
Noncontrolling interest portion of Adjusted Net Income
adjustments |
— |
|
|
|
0.1 |
|
|
Adjusted income before income taxes |
$ |
231.3 |
|
|
|
$ |
189.8 |
|
|
|
|
|
|
(Provision) benefit for income
taxes |
$ |
(27.5 |
) |
|
|
$ |
(22.3 |
) |
|
Adjustments for income
taxes: |
|
|
|
Tax effect of above adjustments(1) |
(15.5 |
) |
|
|
(19.2 |
) |
|
Eliminate impact of excess tax benefits for share
compensation(2) |
(5.8 |
) |
|
|
(16.2 |
) |
|
Other(3) |
(4.0 |
) |
|
|
12.9 |
|
|
Total adjustments for income
taxes |
(25.2 |
) |
|
|
(22.6 |
) |
|
Adjusted provision for income
taxes |
$ |
(52.8 |
) |
|
|
$ |
(44.9 |
) |
|
|
|
|
|
Effective tax rate |
17.4 |
|
% |
|
23.1 |
|
% |
Adjusted Effective Tax
Rate |
22.8 |
|
% |
|
23.6 |
|
% |
As a result of displaying amounts in millions, rounding
differences may exist in the table above.
(1) |
Tax rates used to calculate the tax expense impact are based on the
nature of each item. |
(2) |
Eliminates the impact of excess tax benefits for share
compensation. |
(3) |
Eliminates impact of state and foreign tax rate changes on deferred
taxes, valuation allowances on foreign net operating losses,
capital losses and foreign tax credits and other discrete
adjustments. |
SCHEDULE 5TRANSUNION AND
SUBSIDIARIESSegment Depreciation and Amortization
(Unaudited)(in millions)
|
Three Months Ended March 31, |
|
2021 |
|
2020 |
U.S. Markets |
$ |
56.1 |
|
|
$ |
55.9 |
|
International |
33.0 |
|
|
29.4 |
|
Consumer Interactive |
3.7 |
|
|
3.7 |
|
Corporate |
1.5 |
|
|
1.4 |
|
Total depreciation and
amortization |
$ |
94.3 |
|
|
$ |
90.3 |
|
As a result of displaying amounts in millions, rounding
differences may exist in the table above.
SCHEDULE 6TRANSUNION AND
SUBSIDIARIESReconciliation of Non-GAAP Guidance
(Unaudited)(in millions, except per share data)
|
Three Months Ended June 30, 2021 |
|
Twelve Months Ended December 31, 2021 |
|
Low |
|
High |
|
Low |
|
High |
Guidance
reconciliation of net income attributable to TransUnion to Adjusted
EBITDA: |
|
|
|
|
|
|
|
Net income attributable to TransUnion |
$ |
112 |
|
|
$ |
117 |
|
|
$ |
425 |
|
|
$ |
449 |
|
Interest, taxes and
depreciation and amortization |
151 |
|
|
153 |
|
|
592 |
|
|
599 |
|
EBITDA |
263 |
|
|
270 |
|
|
1,017 |
|
|
1,048 |
|
Stock-based compensation,
mergers, acquisitions divestitures and business
optimization-related expenses and other adjustments(1) |
34 |
|
|
34 |
|
|
141 |
|
|
141 |
|
Adjusted EBITDA |
$ |
296 |
|
|
$ |
303 |
|
|
$ |
1,157 |
|
|
$ |
1,189 |
|
|
|
|
|
|
|
|
|
Reconciliation of
diluted earnings per share to Adjusted Diluted Earnings per
Share: |
|
|
|
|
|
|
|
Diluted earnings per
share |
$ |
0.58 |
|
|
$ |
0.61 |
|
|
$ |
2.20 |
|
|
$ |
2.33 |
|
Adjustments to diluted
earnings per share(1) |
0.32 |
|
|
0.31 |
|
|
1.25 |
|
|
1.25 |
|
Adjusted Diluted Earnings per
Share |
$ |
0.89 |
|
|
$ |
0.92 |
|
|
$ |
3.45 |
|
|
$ |
3.58 |
|
As a result of displaying amounts in millions, rounding
differences may exist in the table above.
(1) |
These adjustments include the same adjustments we make to our
Adjusted EBITDA and Adjusted Net Income as discussed in the
Non-GAAP Financial Measures section of our Earnings Release. |
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