Worldpay Reports First Quarter 2019 Results

CINCINNATI and LONDON, May 2, 2019 /PRNewswire/ -- Worldpay, Inc. (NYSE: WP, LSE: WPY) ("Worldpay" or the "Company") today announced financial results for the first quarter ended March 31, 2019. Revenue increased 14% in the first quarter to $970.0 million as compared to $850.7 million in the prior year period. On a GAAP basis, net income per diluted share attributable to Worldpay, Inc. increased to $0.12 as compared to $(0.36) in the prior year period. Adjusted net income per share increased to $0.94 as compared to $0.81 in the prior year period. (See Schedule 1 for net income per diluted share attributable to Worldpay, Inc. and Schedule 2 for adjusted net income per share.)

"We delivered exceptional results, reflecting consistent business fundamentals and strong new sales performance," said Charles Drucker, chairman and chief executive officer of Worldpay. "We signed 16 additional cross-sell wins, keeping us on track to achieve $100 million in revenue synergies, and we won several strategic new clients."


       
              
                Worldpay, Inc. First Quarter 2019 Results


       
              (unaudited)


       
              (in millions, except share data)

    ---

                                                                                                                                                           
            
         Three Months Ended


                                                                                                                                                            March 31,                        March 31,             % Change
                                                                                                                                                                 2019                           2018(1)

                                                                                                                                                                                                                         ---




       Revenue                                                                                                                                                       $
         970.0                              $
            850.7       14%



       Technology Solutions                                                                                                                                    427.3                                    336.4                  27%



       Merchant Solutions                                                                                                                                      459.4                                    432.2                   6%



       Issuer Solutions                                                                                                                                         83.3                                     82.1                   1%





       Adjusted EBITDA                                                                                                                                               $
         446.1                              $
            374.1       19%



       Adjusted EBITDA Margin                                                                                                                                  46.0%                                   44.0%





       GAAP Net income (loss) attributable to Worldpay, Inc.                                                                                                          $
         36.4                             $
            (97.6)     
     NM



       GAAP Net income (loss) per diluted share attributable to Worldpay, Inc.                                                                                        $
         0.12                             $
            (0.36)     
     NM





       Adjusted net income attributable to Worldpay, Inc.                                                                                                            $
         293.0                              $
            236.7       24%



       Adjusted net income per share attributable to Worldpay, Inc                                                                                                    $
         0.94                               $
            0.81       16%





       
              (1) Excludes contribution from Worldpay Group plc results for the period prior to the transaction closing (January 1-January 15, 2018).

Revenue
Revenue increased 14% in the first quarter to $970.0 million as compared to $850.7 million in the prior year period. On an underlying basis, total Company and total Merchant (excludes Issuer Solutions) revenue increased by 9% and 10%, respectively, when excluding cryptocurrency revenue grow-over, foreign currency headwinds and adjusting for the prior year stub period from January 1 to January 15, 2018.

Adjusted EBITDA
Adjusted EBITDA was $446.1 million or 46.0% of revenue in the first quarter, representing 200 basis points of adjusted EBITDA margin expansion as compared to the prior year period, including $29 million in cost synergies realized during the quarter.

Cost Synergies
Based on the Company's substantial progress toward completing post-merger integration, Worldpay now expects to achieve $250 million in annualized cost synergies by year-end 2019, up from its previous expectation to achieve $200 million in annualized cost synergies by year-end 2020. In addition, Worldpay is increasing its in-year 2019 cost synergies forecast to $180-$190 million from $130-$140 million.


              
                
                  Worldpay, Inc. Second Quarter and Full-Year Financial Outlook


              
                (in millions, except share data)

    ---

                                                                                                                           Second Quarter Financial Outlook         Full Year Financial Outlook



                                                                                                                              Three Months Ended June 30,             Year Ended December 31,


                                                                                                              
              
                2019 Outlook                          2018 Actual         
     
         2019 Outlook   2018 Actual 
       (1)

                                                                                                                                                                                                                                       ---


              Revenue                                                                                                           
              $1,055 - $1,070                              $1,007    
       $4,215 - $4,275               $3,925



              GAAP Net income (loss) per diluted share                                                                            
              $0.30 - $0.38                             $(0.01)     
       $1.05 - $1.55                $0.04
    attributable to Worldpay, Inc.



              Adjusted net income per share                                                                                       
              $1.16 - $1.19                               $1.04      
       $4.60 - $4.70                $4.05





              
                (1) Excludes contribution from Worldpay Group plc results for the period prior to the transaction closing (January 1-January 15, 2018).

Merger Agreement
On March 17, 2019, Worldpay and Fidelity National Information Services, Inc. ("FIS") announced that their boards of directors unanimously approved a definitive merger agreement pursuant to which Worldpay will combine with FIS. Following the closing of the proposed transaction (the "Merger"), current Worldpay stockholders will own 47% of the combined company and current FIS shareholders will own 53% of the combined company, on a fully diluted basis. The proposed Merger is subject to customary closing conditions, including receipt of required stockholder and regulatory approvals, and is expected to close in the third quarter of 2019.

Earnings Conference Call and Audio Webcast
Due to its pending merger with FIS, Worldpay will not host a conference call or webcast to review the first quarter 2019 financial results.

About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global omni-commerce. With an integrated technology platform, Worldpay offers a comprehensive suite of products and services, delivered globally through a single provider. Worldpay processes over 40 billion transactions annually, supporting more than 300 payment types across 146 countries and 126 currencies. The company is focused on expanding into high-growth markets and customer segments, including global eCommerce, integrated payments and B2B. Visit us at www.worldpay.com.

Non-GAAP and Pro Forma Financial Measures
This earnings release presents non-GAAP and pro forma financial information including adjusted EBITDA, Underlying EBITDA, adjusted net income, and adjusted net income per share. These are important financial performance measures for the Company, but are not financial measures as defined by GAAP. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP and adjusted financial performance measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Reconciliations of these measures to the most directly comparable GAAP financial measures are presented in the attached schedules.

Forward-Looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. These statements depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors or events could affect our actual future performance, operations or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in our and FIS's filings with the SEC and include, but are not limited to: (i) uncertainties as to the timing of the completion of the Merger; (ii) uncertainties as to whether the Merger will be completed; (iii) changes in ours or FIS's share price before the completion of the Merger; (iv) that the businesses of Worldpay and FIS will not be integrated successfully or that such integration may take longer than anticipated; (v) that the cost savings and any synergies from the Merger may not be fully realized or may take longer to realize than expected; (vi) potential operating costs, customer loss and business disruption occurring prior to completion of the Merger or if the Merger is not completed; (vii) the effect of the announcement of the Merger on our or FIS's business relationships, operating results and business generally; (viii) the failure to satisfy conditions to completion of the Merger, including the receipt of all required regulatory, stockholder and shareholder approvals; (ix) difficulty in retaining certain key employees as a result of the Merger; (x) our ability to adapt to developments and change in our industry; (xi) competition; (xii) unauthorized disclosure of data or security breaches; (xiii) systems failures or interruptions; (xiv) implementation of our new acquiring platform; (xv) our ability to expand our market share or enter new markets; (xvi) the outcome and negotiations in respect of Brexit; (xvii) our ability to successfully integrate the businesses of our predecessor companies; (xviii) our ability to identify and complete acquisitions and partnerships; (xix) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or card schemes or changes in those requirements; (xx) our ability to pass along fee increases; (xxi) termination of sponsorship or clearing services; (xxii) loss of clients or referral partners; (xxiii) geopolitical, regulatory, tax and business risks associated with our international operations; (xxiv) economic and political uncertainty; (xxv) reductions in overall consumer, business and government spending; (xxvi) fraud by merchants or others; (xxvii) a decline in the use of credit, debit or prepaid cards; (xxviii) consolidation in the banking and retail industries; (xxix) our ability to mitigate risk; (xxx) government regulation, including regulation aimed at protecting consumer information and banking regulation; (xxxi) changes in tax laws; (xxxii) changes in foreign currency exchange rates; (xxxiii) outcomes of pending or future litigation or investigations; and (xxxiv) our dual-listings with the NYSE and LSE. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected or expected in any forward-looking statements. More information on potential factors and events that could affect our financial results and performance are included from time to time in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Worldpay's and FIS's periodic reports filed with the SEC, including each of Worldpay's and FIS's most recently filed Annual Report on Form 10-K and its subsequent filings with the SEC.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the Merger and the issuance of shares of FIS Common Stock in connection with the Merger (the "Share Issuance"). In connection with the Share Issuance, FIS expects to file a registration statement on Form S-4 that will include a joint proxy statement of Worldpay and FIS and a prospectus of FIS with the SEC. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which Worldpay or FIS may file with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WORLDPAY, FIS, THE MERGER, THE SHARE ISSUANCE AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed by Worldpay and FIS with the SEC at the SEC's website at http://www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed by Worldpay with the SEC at http://investor.worldpay.com/ and https://www.investor.fisglobal.com/investor-overview.

Participants in the Solicitation
Worldpay, FIS and their respective directors, officers and employees may be considered participants in the solicitation of proxies in respect of the Merger and the Share Issuance. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Merger and the Share Issuance, including names, affiliations and a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Information concerning the interests of Worldpay's and FIS's participants in the solicitation, may, in some cases, be different than those of Worldpay's and FIS's stockholders and shareholders, respectively. Information regarding Worldpay's directors and executive officers is available in its proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 3, 2019, and information regarding FIS's directors and executive officers is available in its proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 12, 2019.

No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

CONTACTS

Investors
Nathan Rozof, CFA or Ignatius Njoku
Investor Relations
(866) 254-4811
(513) 900-4811
IR@worldpay.com

Media
Andrew Ciafardini
Corporate Communications
(513) 900-5308
Andrew.Ciafardini@worldpay.com


     
                Schedule 1


     
                Worldpay, Inc.


     
                Consolidated Statements of Income


     
                (Unaudited)


     
                (in millions, except share data)




                                                     Three Months Ended March 31,


                                          2019                          2018               Change




     Revenue                                    $
         970.0                                      $
      850.7             14%


      Sales and marketing                290.9                                       266.0                          9%


      Other operating
       costs                             181.0                                       155.1                         17%


      General and
       administrative                    127.4                                       250.1                       (49)%


      Depreciation and
       amortization                      264.4                                       207.2                         28%



      Income (loss) from
       operations                        106.3                                      (27.7)                    
        NM


      Interest expense-
       net                              (72.1)                                     (75.2)                       (4)%


      Non-operating
       income (expense)(1)                 3.5                                       (8.6)                    
        NM



      Income (loss) before
       applicable income
       taxes                              37.7                                     (111.5)                    
        NM


      Income tax benefit                 (0.4)                                     (13.2)                    
        NM



      Net income (loss)                   38.1                                      (98.3)                    
        NM


      Less: Net (income)
       loss attributable
       to non-controlling
       interests                         (1.7)                                        0.7                     
        NM



      Net income (loss)
       attributable to
       Worldpay, Inc.                             $
         36.4                                     $
      (97.6)           
     NM



      Net income (loss) per share
       attributable to Worldpay, Inc. Class A
       common stock:



     Basic                                       $
         0.12                                     $
      (0.36)           
     NM


      Diluted(2)                                  $
         0.12                                     $
      (0.36)           
     NM


      Shares used in computing net income
       (loss) per share of Class A common
       stock:



     Basic                        302,046,241                                 274,098,480



     Diluted                      303,876,967                                 274,098,480

_________________


     
     (1) Non-operating income (expense)
              primarily consists of other income
              and expense items outside of the
              Company's operating activities.



     
     (2) Due to our structure as a C
              corporation and Worldpay Holding's
              structure as a pass-through
              entity for tax purposes, the
              numerator in the diluted net
              income per share calculation is
              adjusted to reflect the Company's
              income tax expense at an expected
              effective tax rate assuming the
              conversion of the Class B units of
              Worldpay Holding into shares of
              our Class A common stock. During
              the three months ended March 31,
              2019 and 2018, approximately 8.7
              million and 15.3 million weighted
              average Class B units of Worldpay
              Holding were excluded in computing
              diluted net income per share
              because including them would have
              an antidilutive effect. As the
              Class B units of Worldpay Holding
              were not included, the numerator
              used in the calculation of diluted
              net income per share was equal to
              the numerator used in the
              calculation of basic net income
              per share for the three months
              ended March 31, 2019 and 2018.
              Additionally, due to the net loss
              for the three months ended March
              31, 2018, any remaining
              potentially dilutive securities
              were also excluded from the
              denominator in computing dilutive
              net income per share.  As of March
              31, 2019 all Class B units have
              been converted to Class A common
              stock and therefore there are no
              Class B units outstanding.


     
                Schedule 2


     
                Worldpay, Inc.


     
                Adjusted Net Income


     
                (Unaudited)


     
                (in millions, except share data)




                                                    
              
         Three Months Ended


                                                      March 31,                         March 31,


                                                           2019                               2018             % Change

                                                                                                                  ---

      Income (loss) before
       applicable income
       taxes                                                      $
        37.7                                            $
        (111.5)          
     NM



     Non-GAAP Adjustments:


      Transition,
       acquisition and
       integration costs(1)
       (2)                                                42.4                                          177.4                           (76)%




      Share-based
       compensation(2)                                     33.0                                           17.2                             92%




      Intangible
       amortization(2) (3)                                226.2                                          172.8                             31%




      Non-operating
       (income) expense(4)                                (3.5)                                           8.6                         
        NM



      Non-GAAP adjusted
       income before
       applicable income
       taxes                                              335.8                                          264.5                             27%





     Less: Adjustments


      Adjusted tax
       expense(5)                                          42.4                                           27.5                             54%




      Adjusted tax rate                                     13%                                           10%







     Other(6)                                              0.4                                            0.3                             33%





      Adjusted net income                                        $
        293.0                                              $
        236.7            24%







      Adjusted net income
       per share                                                  $
        0.94                                               $
        0.81            16%




      Adjusted shares
       outstanding(7)                               312,534,909                                    290,880,798

Non-GAAP and Adjusted Financial Measures
This schedule presents non-GAAP and adjusted financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP. Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

_____________

Adjusted net income is derived from GAAP income before applicable income taxes and adjusted for the following items described below:


     
     (1) Represents acquisition and
              integration costs incurred in
              connection with our acquisitions,
              charges related to employee
              terminations and other transition
              activities.



     
     (2) Below are the adjustments to Other
              operating costs, General and
              administrative and Depreciation
              and amortization.

                                                        Three Months Ended March 31, 2019                                                                 Three Months Ended March 31, 2018


                                    Transition,                            Share-Based                     Amortization                       Transition,                                     Share-Based                       Amortization
                       Acquisition &                           Compensation                    of Intangible                     Acquisition &                                    Compensation                      of Intangible
                        Integration                                                               Assets                          Integration                                                                          Assets



     Other operating
      costs                                     $
     20.5                                                     
              $                                                                      
              $                                        $
      10.2         
     $         
     $


     General and
      administrative                       21.9                                           33.0                                                                                                                167.2                          17.2


     Depreciation and
      amortization                                                                                                                                  226.2                                                                                                    172.8



     Total adjustments                          $
     42.4                                                                  $
     33.0                                                                           $
     226.2                                $
      177.4           $
     17.2     $
     172.8



     
     (3)   Represents amortization of intangible assets
                acquired through business combinations and
                customer portfolio and related asset
                acquisitions as well as depreciation of
                acquired software.



     
     (4) 
     See note (1) in Schedule 1.



     
     (5)   Represents adjusted income tax expense to
                reflect a projected effective tax rate of
                20.1% for 2019 and 19.7% for 2018,
                including the tax effect of adjustments
                described above. Adjusted tax expense
                includes tax benefits due to: (1) the
                amortization of intangible assets and other
                tax attributes resulting from or acquired
                with our acquisitions, (2) the tax basis
                step up associated with our separation from
                Fifth Third Bank and (3) the purchase or
                exchange of Class B units of Worldpay
                Holding, net of payment obligations under
                tax receivable agreements. The effective
                tax rate is expected to remain at 20.1% for
                the remainder of 2019.



     
     (6)   Represents the non-controlling interest,
                net of adjusted income tax expense,
                associated with a consolidated joint
                venture.



     
     (7)   The adjusted shares outstanding include 8.7
                million and 15.3 million of weighted
                average Class B units that are excluded
                from the GAAP dilutive net income per share
                calculation for the three months ended
                March 31, 2019 and 2018. Additionally, the
                three months ended March 31, 2018 also
                includes other potentially dilutive
                securities that are excluded from the GAAP
                dilutive net income per share calculation.
                As of March 31, 2019 all Class B units have
                been converted to Class A common stock and
                are therefore included in the Company's
                shares outstanding.


       
                Schedule 3


       
                Worldpay, Inc.


       
                Segment Information


       
                (Unaudited)


       
                (in millions)




                                    Technology Solutions

    ---

                                                         Three Months Ended March 31,


                                         2019                               2018            % Change

                                                                                               ---

        Revenue                                 $
              427.3                                    $
      336.4         27%




        Sales and
         marketing                      118.4                                          95.9                      23%



        Segment profit                          $
              308.9                                    $
      240.5         28%

                                                                                                                     ===






       
                
                  Merchant Solutions

    ---

                                                         Three Months Ended March 31,


                                         2019                               2018            % Change

                                                                                               ---

        Revenue                                 $
              459.4                                    $
      432.2          6%


        Sales and
         marketing                      166.0                                         163.8                       1%



        Segment profit                          $
              293.4                                    $
      268.4          9%

                                                                                                                     ===








       
                
                  Issuer Solutions

    ---

                                                         Three Months Ended March 31,


                                         2019                               2018            % Change

                                                                                               ---

        Revenue                                  $
              83.3                                     $
      82.1          1%


        Sales and
         marketing                        6.5                                           6.3                       3%

                                                                                                               ---

        Segment profit                           $
              76.8                                     $
      75.8          1%

                                                                                                                     ===


     
                Schedule 4


     
                Worldpay, Inc.


     
                Condensed Consolidated Statements of Financial Position


     
                (Unaudited)


     
                (in millions)




                                                                     March 31, 2019                         December 31,
                                                                                                             2018



                   Assets



     Current assets:


      Cash and cash equivalents                                                        $
        107.9                       $
        196.5


      Accounts receivable-net                                               1,710.2                 1,694.8


      Settlement assets and
       merchant float                                                       4,964.0                 3,132.3



     Prepaid expenses                                                         83.1                    80.0



     Other                                                                   538.9                   526.1



      Total current assets                                                  7,404.1                 5,629.7




        Property, equipment and
         software-net                                                       1,093.3                 1,074.1


        Intangible assets-net                                               2,983.5                 3,127.8



       Goodwill                                                           14,302.0                14,137.9



       Deferred taxes                                                      1,283.7                   789.9



       Other assets                                                          220.6                   129.1




     Total assets                                                                  $
        27,287.2                    $
        24,888.5





                   Liabilities and equity


      Current liabilities:


      Accounts payable and
       accrued expenses                                                              $
        1,147.1                     $
        1,188.7


      Settlement obligations                                                5,680.2                 3,723.6


      Current portion of notes
       payable                                                                219.3                   225.7


      Current portion of tax
       receivable agreement
       obligations                                                             71.4                    73.1



     Deferred income                                                          29.5                    25.1


      Current maturities of
       finance lease obligations                                               23.2                    22.7



     Other                                                                   647.4                   630.3



      Total current liabilities                                             7,818.1                 5,889.2


      Long-term liabilities:



     Notes payable                                                         7,269.3                 7,622.1


      Tax receivable agreement
       obligations                                                            890.2                   590.8


      Finance lease obligations                                                28.4                    34.3



     Deferred taxes                                                          469.9                   473.7



     Other                                                                   199.4                    74.4



      Total long-term
       liabilities                                                          8,857.2                 8,795.3


      Total liabilities                                                    16,675.3                14,684.5




      Commitments and
       contingencies



     Equity:



     Total equity (1)                                                     10,611.9                10,204.0



      Total liabilities and
       equity                                                                       $
        27,287.2                    $
        24,888.5


_________________


              
                (1)              Includes equity attributable
                                               to non-controlling
                                               interests.


     
                Schedule 5


     
                Worldpay, Inc.


     
                Consolidated Statements of Cash Flows


     
                (Unaudited)


     
                (in millions)




                                                                                Three Months Ended


                                                         March 31, 2019                            March 31, 2018

                                                                                                              ---


     Operating Activities:


      Net income (loss)                                                      $
         38.1                                          $
        (98.3)


      Adjustments to reconcile net income to
       net cash provided by operating
       activities:


      Depreciation and
       amortization expense                                       264.4                                                207.2


      Amortization of
       customer incentives                                          7.9                                                  6.2


      Amortization and
       write-off of debt
       issuance costs                                               2.1                                                 59.9


      Gain on foreign
       currency forward                                               -                                              (35.9)


      Share-based
       compensation expense                                        33.0                                                 17.2


      Deferred tax benefit                                        (2.5)                                              (25.3)


      Tax receivable
       agreements non-cash
       items                                                      (2.0)                                               (3.6)



     Other                                                        23.8                                                 30.4


      Change in operating assets and
       liabilities:


      Accounts receivable                                         (7.4)                                                14.0


      Net settlement assets
       and obligations                                          (136.6)                                              (12.2)


      Prepaid and other
       assets                                                       4.9                                               (30.2)


      Accounts payable and
       accrued expenses                                          (42.0)                                              (17.1)


      Other liabilities                                          (17.5)                                              (28.2)



       Net cash provided by
        operating activities                                      166.2                                                 84.1




     Investing Activities:


      Purchases of property
       and equipment                                             (83.2)                                              (34.1)


      Acquisition of
       customer portfolios
       and related assets
       and other                                                  (4.8)                                              (37.1)


      Proceeds from foreign
       currency forward                                               -                                                71.5


      Cash acquired in
       acquisitions, net of
       cash used                                                      -                                             1,405.8



       Net cash (used in)
        provided by investing
        activities                                               (88.0)                                             1,406.1




     Financing Activities:


      Proceeds from issuance
       of long-term debt                                              -                                             2,140.0


      Borrowings on
       revolving credit
       facility                                                 2,127.0                                              1,476.0


      Repayment of revolving
       credit facility                                        (1,931.0)                                           (1,701.0)


      Repayment of debt and
       finance lease
       obligations                                              (582.3)                                           (1,662.2)


      Payment of debt
       issuance costs                                                 -                                              (86.8)


      Proceeds from issuance
       of Class A common
       stock under employee
       stock plans                                                  7.0                                                  7.6


      Repurchase of Class A
       common stock (to
       satisfy tax
       withholding
       obligations)                                              (12.8)                                              (11.2)


      Settlement and
       payments under
       certain tax
       receivable agreements                                     (28.2)                                              (80.9)


      Distributions to non-
       controlling interests                                      (2.3)                                               (5.6)



       Net cash (used in)
        provided by financing
        activities                                              (422.6)                                                75.9



      Net (decrease)
       increase in cash and
       cash equivalents                                         (344.4)                                             1,566.1


      Cash and cash
       equivalents-
       Beginning of period                                      2,581.3                                              1,272.2


      Effect of exchange
       rate changes on cash                                        10.1                                                 31.1



      Cash and cash
       equivalents-End of
       period                                                             $
         2,247.0                                         $
        2,869.4




     Cash Payments:



     Interest                                                               $
         59.3                                            $
        58.2


      Income taxes                                                 13.6                                                  0.6



     Non-cash Items:


      Issuance of tax
       receivable agreements                                                $
         327.9                                     
     $


                                                             
              
           (to be continued)


     
                Schedule 5


     
                Worldpay, Inc.


     
                Consolidated Statements of Cash Flows (Continued)


     
                (Unaudited)


     
                (in millions)




                   Reconciliation of cash and cash equivalents to the Condensed Consolidated Statements of Financial Position




                                                                                                Three Months Ended


                                                                March 31, 2019                                                March 31, 2018



      Cash and cash equivalents
       on the Condensed
       Consolidated Financial
       Statements                                                                  $
              107.9                                                   $
       459.4


      Other restricted cash (in
       other current assets)                                             474.9                                                                 515.7


      Merchant float (in
       settlement assets and
       merchant float)                                                 1,664.2                                                               1,894.3



      Total cash and cash
       equivalents per the
       Consolidated Statements
       of Cash Flows                                                             $
              2,247.0                                                 $
       2,869.4



     
                Schedule 6


     
                Worldpay, Inc.


     
                Reconciliation of GAAP Net Income to Adjusted EBITDA


     
                (Unaudited)


     
                (in millions)




                                                          Three Months Ended March 31,


                                          2019                               2018              % Change

                                                                                                  ---

      Net income (loss)                           $
              38.1                                      $
      (98.3)          
     NM


      Income tax benefit                 (0.4)                                         (13.2)                      
       NM


      Non-operating
       (income) expense(1)               (3.5)                                            8.6                       
       NM


      Interest expense-
       net                                72.1                                            75.2                         (4)%




      Share-based
       compensation                       33.0                                            17.2                          92%




      Transition,
       acquisition and
       integration
       costs(2)                           42.4                                           177.4                        (76)%




      Depreciation and
       amortization                      264.4                                           207.2                          28%





      Adjusted EBITDA                            $
              446.1                                       $
      374.1            19%




Non-GAAP Financial Measures

This schedule presents adjusted EBITDA, which is an important financial performance measure for the Company, but is not a financial measure as defined by GAAP. Such financial measure should not be considered as an alternative to GAAP net income, and such measure may not be comparable to those reported by other companies.

_________________


              
                (1)              See note (1) in Schedule
                                               1.



              
                (2)              See notes (1) and (2) in
                                               Schedule 2.



     
                Schedule 7


     
                Worldpay, Inc.


     
                Outlook Summary


     
                (Unaudited)




                                       Second Quarter Financial Outlook   Full Year Financial
                                                                                 Outlook



                                          Three Months Ended June 30,   Year Ended December 31,


                                   
     
                2019 Outlook                2018 Actual           2019 Outlook  2018 Actual (1)

                                                                                                                              ---

      GAAP net income
       (loss) per share
       attributable to
       Worldpay, Inc.                          
              $0.30 - $0.38                 $(0.01) 
      $1.05 - $1.55            $0.04


      Adjustments to
       reconcile GAAP
       to non-GAAP
       adjusted net
       income per
       share(2)                                
              $0.86 - $0.81                   $1.05  
      $3.55 - $3.15            $4.01



      Adjusted net
       income per share                        
              $1.16 - $1.19                   $1.04  
      $4.60 - $4.70            $4.05

                                                                                                                              ===

Non-GAAP and Adjusted Financial Measures

This schedule presents non-GAAP and adjusted financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP. Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

_________________


     
     (1) Excludes Worldpay Group plc EPS for the
              period prior to the acquisition closing
              from January 1, 2018 to January 15,
              2018.





     
     (2) 2019 represents an estimated range of
              adjustments for the following items: (a)
              integration costs incurred in connection
              with our prior acquisitions, costs
              incurred related to our merger with FIS;
              charges related to employee termination
              benefits resulting from acquisition,
              integration and other transition
              activities; (b) share-based
              compensation; (c) amortization of
              acquired intangible assets and customer
              portfolio and related asset
              acquisitions; (d) non-operating
              expense/income; (e) adjustments to
              income tax expense to reflect the tax
              effect of adjustments described above,
              tax benefits due to the amortization of
              intangible assets and other tax
              attributes resulting from or acquired
              with our acquisitions, the tax basis
              step up associated with our separation
              from Fifth Third Bank and the purchase
              or exchange of Class B units of Worldpay
              Holding, net of payment obligations
              under tax receivable agreements.




            2018 includes adjustments for the
              following items: (a) acquisition and
              integration costs incurred in connection
              with our acquisitions, charges related
              to employee termination benefits
              resulting from acquisition, integration
              and other transition activities; (b)
              share-based compensation; (c)
              amortization of acquired intangible
              assets and customer portfolio and
              related asset acquisitions; (d) non-
              operating expense/income; (e)
              adjustments to income tax expense to
              reflect the tax effect of adjustments
              described above, adjustments to deferred
              taxes and the TRA liability both
              resulting from US tax reform,
              adjustments to the TRA liability tax
              benefits due to the amortization of
              intangible assets and other tax
              attributes resulting from or acquired
              with our acquisitions, the tax basis
              step up associated with our separation
              from Fifth Third Bank and the purchase
              or exchange of Class B units of Worldpay
              Holding, net of payment obligations
              under tax receivable agreements.

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SOURCE Worldpay, Inc.