Georgia | 37-1490331 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit | Description | |
99.1 | Press release correcting and replacing FIS' earnings relase date April 26, 2012 announcing Fidelity National Information Services, Inc. reports first quarter 2012 earnings. |
Fidelity National Information Services, Inc. | ||||
Date April 26, 2012 | By: | /s/ Michael D. Hayford | ||
Name: | Michael D. Hayford | |||
Title: | Corporate Executive Vice President and Chief Financial Officer | |||
Fidelity National Information Services, Inc. | ||||
Date April 26, 2012 | By: | /s/ James W. Woodall | ||
Name: | James W. Woodall | |||
Title: | Senior Vice President and Chief Accounting Officer | |||
Exhibit | Description | |
99.1 | Press release correcting and replacing FIS' earnings relase date April 26, 2012 announcing Fidelity National Information Services, Inc. reports first quarter 2012 earnings. |
• | Revenue of $1.45 billion, up 4.6%; organic growth of 5.3% |
• | Margin expansion of 150 basis points, as adjusted |
• | EPS of $0.55, as adjusted, up 22.2% |
• | Completed debt refinancing, extending duration and reducing average interest rate |
• | Financial Solutions: |
• | Payment Solutions: |
• | International Solutions: |
• | Corporate/Other: |
• | Organic revenue growth of 3% to 5%; |
• | EBITDA growth of 5% to 7%, as adjusted; |
• | Margin expansion of 40 to 80 basis points, as adjusted; |
• | Adjusted net earnings per share from continuing operations of $2.47 to $2.57. |
• | changes and conditions in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes and conditions in either or both the United States and international lending, capital and financial markets; |
• | the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy regulations; |
• | the adequacy of our cash flow and earnings and other conditions which may affect our ability to pay our quarterly dividend at the planned level; |
• | the effects of our substantial leverage which may limit the funds available to make acquisitions and invest in our business, pay dividends and repurchase shares; |
• | the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries; |
• | changes in the growth rates of the markets for core processing, card issuer, and transaction processing services; |
• | failures to adapt our services and products to changes in technology or in the marketplace; |
• | internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses affecting our software, or platforms and the reactions of customers, card associations and others to any such future events; |
• | the failure to achieve some or all of the benefits that we expect from acquisitions; |
• | our potential inability to find suitable acquisition candidates or finance such acquisitions, which depends upon the availability of adequate cash reserves from operations or of acceptable financing terms and the variability of our stock price, or difficulties in integrating past and future acquired technology or business' operations, services, clients and personnel; |
• | competitive pressures on product pricing and services including the ability to attract new, or retain existing, customers; |
• | an operational or natural disaster at one of our major operations centers; |
• | and other risks detailed in “Risk Factors” and other sections of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and other filings with the SEC. |
Investor Contact: | Media Contact: | |
Mary Waggoner, 904.438.6282 | Kim Snider, 904.438.6278 | |
Senior Vice President | Vice President | |
FIS Investor Relations | FIS Global Marketing and Communications | |
mary.waggoner@fisglobal.com | kim.snider@fisglobal.com |
Exhibit A | Consolidated Statements of Earnings - Unaudited for the three months ended March 31, 2012 and 2011 |
Exhibit B | Consolidated Balance Sheets - Unaudited as of March 31, 2012 and December 31, 2011 |
Exhibit C | Consolidated Statements of Cash Flows - Unaudited for the three months ended March 31, 2012 and 2011 |
Exhibit D | Supplemental Non-GAAP Financial Information - Unaudited for the three months ended March 31, 2012 and 2011 |
Exhibit E | Supplemental GAAP to Non-GAAP Reconciliation - Unaudited for the three months ended March 31, 2012 and 2011 |
Exhibit A | |||||||
Three months ended March 31, | |||||||
2012 | 2011 | ||||||
Processing and services revenues | $ | 1,446.9 | $ | 1,383.4 | |||
Cost of revenues | 1,010.3 | 996.0 | |||||
Gross profit | 436.6 | 387.4 | |||||
Selling, general and administrative expenses | 207.1 | 173.5 | |||||
Operating income | 229.5 | 213.9 | |||||
Other income (expense): | |||||||
Interest expense, net | (59.4 | ) | (68.0 | ) | |||
Other income (expense), net | (20.9 | ) | 3.3 | ||||
Total other income (expense) | (80.3 | ) | (64.7 | ) | |||
Earnings from continuing operations before income taxes | 149.2 | 149.2 | |||||
Provision for income taxes | 50.4 | 52.3 | |||||
Earnings from continuing operations, net of tax | 98.8 | 96.9 | |||||
Earnings (loss) from discontinued operations, net of tax | (8.7 | ) | (3.3 | ) | |||
Net earnings | 90.1 | 93.6 | |||||
Net (earnings) loss attributable to noncontrolling interest | (3.0 | ) | (0.8 | ) | |||
Net earnings attributable to FIS common stockholders | $ | 87.1 | $ | 92.8 | |||
Net earnings per share-basic from continuing operations attributable to FIS common stockholders * | $ | 0.33 | $ | 0.32 | |||
Net earnings (loss) per share-basic from discontinued operations attributable to FIS common stockholders* | (0.03 | ) | (0.01 | ) | |||
Net earnings per share-basic attributable to FIS common stockholders * | $ | 0.30 | $ | 0.31 | |||
Weighted average shares outstanding-basic | 289.7 | 301.5 | |||||
Net earnings per share-diluted from continuing operations attributable to FIS common stockholders * | $ | 0.32 | $ | 0.31 | |||
Net earnings (loss) per share-diluted from discontinued operations attributable to FIS common stockholders * | (0.03 | ) | (0.01 | ) | |||
Net earnings per share-diluted attributable to FIS common stockholders * | $ | 0.29 | $ | 0.30 | |||
Weighted average shares outstanding-diluted | 295.4 | 308.7 | |||||
Amounts attributable to FIS common stockholders: | |||||||
Earnings from continuing operations, net of tax | $ | 95.8 | $ | 96.1 | |||
Earnings (loss) from discontinued operations, net of tax | (8.7 | ) | (3.3 | ) | |||
Net earnings attributable to FIS common stockholders | $ | 87.1 | $ | 92.8 |
Exhibit B | |||||||
As of | As of | ||||||
March 31, | December 31, | ||||||
2012 | 2011 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 481.7 | $ | 415.5 | |||
Settlement deposits | 31.7 | 43.9 | |||||
Trade receivables, net | 889.3 | 858.5 | |||||
Settlement receivables | 87.4 | 78.1 | |||||
Other receivables | 35.5 | 40.1 | |||||
Due from related parties | 59.4 | 56.9 | |||||
Prepaid expenses and other current assets | 127.4 | 117.1 | |||||
Deferred income taxes | 55.2 | 72.6 | |||||
Total current assets | 1,767.6 | 1,682.7 | |||||
Property and equipment, net | 414.4 | 414.5 | |||||
Goodwill | 8,545.5 | 8,542.8 | |||||
Intangible assets, net | 1,842.7 | 1,903.3 | |||||
Computer software, net | 878.0 | 881.5 | |||||
Deferred contract costs | 249.2 | 246.4 | |||||
Other noncurrent assets | 207.0 | 177.1 | |||||
Total assets | $ | 13,904.4 | $ | 13,848.3 | |||
Liabilities and Equity | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 523.3 | $ | 641.5 | |||
Due to Brazilian venture partner | 37.7 | 36.5 | |||||
Settlement payables | 140.9 | 141.2 | |||||
Current portion of long-term debt | 115.7 | 259.2 | |||||
Deferred revenues | 287.0 | 276.5 | |||||
Total current liabilities | 1,104.6 | 1,354.9 | |||||
Deferred revenues | 51.0 | 55.9 | |||||
Deferred income taxes | 878.2 | 872.5 | |||||
Long-term debt, excluding current portion | 4,728.4 | 4,550.6 | |||||
Due to Brazilian venture partner | 50.3 | 50.6 | |||||
Other long-term liabilities | 324.8 | 312.6 | |||||
Total liabilities | 7,137.3 | 7,197.1 | |||||
Equity: | |||||||
FIS stockholders’ equity: | |||||||
Preferred stock $0.01 par value | — | — | |||||
Common stock $0.01 par value | 3.8 | 3.8 | |||||
Additional paid in capital | 7,202.5 | 7,224.7 | |||||
Retained earnings | 1,908.7 | 1,880.4 | |||||
Accumulated other comprehensive earnings | 63.0 | 36.3 | |||||
Treasury stock | (2,563.0 | ) | (2,642.2 | ) | |||
Total FIS stockholders’ equity | 6,615.0 | 6,503.0 | |||||
Noncontrolling interest | 152.1 | 148.2 | |||||
Total equity | 6,767.1 | 6,651.2 | |||||
Total liabilities and equity | $ | 13,904.4 | $ | 13,848.3 |
Exhibit C | |||||||
Three months ended March 31, | |||||||
2012 | 2011 | ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 90.1 | $ | 93.6 | |||
Adjustment to reconcile net earnings to net cash provided by operating activities: | |||||||
Depreciation and amortization | 158.1 | 154.4 | |||||
Amortization of debt issue costs | 21.4 | 3.6 | |||||
Stock-based compensation | 26.3 | 15.4 | |||||
Deferred income taxes | 19.0 | 21.4 | |||||
Excess income tax benefit from exercise of stock options | (7.0 | ) | (4.9 | ) | |||
Other operating activities, net | — | (4.5 | ) | ||||
Net changes in assets and liabilities, net of effects from acquisitions: | |||||||
Trade receivables | (21.1 | ) | — | ||||
Settlement activity | 2.4 | 58.3 | |||||
Prepaid expenses and other assets | (6.1 | ) | (17.6 | ) | |||
Deferred contract costs | (17.9 | ) | (18.2 | ) | |||
Deferred revenue | 3.3 | 1.3 | |||||
Accounts payable, accrued liabilities and other liabilities | (64.7 | ) | (42.6 | ) | |||
Net cash provided by operating activities | 203.8 | 260.2 | |||||
Cash flows from investing activities: | |||||||
Additions to property and equipment | (24.2 | ) | (20.4 | ) | |||
Additions to computer software | (40.8 | ) | (51.2 | ) | |||
Net proceeds from sale of assets | — | 5.9 | |||||
Acquisitions, net of cash acquired | — | (12.8 | ) | ||||
Net cash used in investing activities | (65.0 | ) | (78.5 | ) | |||
Cash flows from financing activities: | |||||||
Borrowings | 4,631.7 | 2,732.2 | |||||
Repayment of borrowings and capital lease obligations | (4,598.5 | ) | (2,912.7 | ) | |||
Debt issuance costs | (44.5 | ) | — | ||||
Excess income tax benefit from exercise of stock options | 7.0 | 4.9 | |||||
Proceeds from exercise of stock options, net of tax withholding | 124.7 | 51.5 | |||||
Treasury stock purchases | (136.0 | ) | — | ||||
Dividends paid | (58.8 | ) | (15.2 | ) | |||
Other financing activities, net | (1.4 | ) | (0.8 | ) | |||
Net cash used in financing activities | (75.8 | ) | (140.1 | ) | |||
Effect of foreign currency exchange rate changes on cash | 3.2 | 4.5 | |||||
Net increase (decrease) in cash and cash equivalents | 66.2 | 46.1 | |||||
Cash and cash equivalents, at beginning of period | 415.5 | 338.0 | |||||
Cash and cash equivalents, at end of period | $ | 481.7 | $ | 384.1 |
Exhibit D | |||||||||||||||||||
Three months ended March 31, 2012 | |||||||||||||||||||
Financial Solutions | Payment Solutions | International Solutions | Corporate and Other | Consolidated | |||||||||||||||
Processing and services revenue | $ | 538.9 | $ | 630.6 | $ | 276.8 | $ | 0.6 | $ | 1,446.9 | |||||||||
Operating income (loss) | $ | 168.3 | $ | 226.1 | $ | 33.0 | $ | (197.9 | ) | $ | 229.5 | ||||||||
Stock and other compensation charges | — | — | — | 18.5 | 18.5 | ||||||||||||||
Purchase price amortization | — | — | 0.1 | 63.1 | 63.2 | ||||||||||||||
Non GAAP operating income (loss) | 168.3 | 226.1 | 33.1 | (116.3 | ) | 311.2 | |||||||||||||
Depreciation and amortization from continuing operations | 40.7 | 23.3 | 18.3 | 12.6 | 94.9 | ||||||||||||||
Adjusted EBITDA | $ | 209.0 | $ | 249.4 | $ | 51.4 | $ | (103.7 | ) | $ | 406.1 | ||||||||
Non GAAP operating margin | 31.2 | % | 35.9 | % | 12.0 | % | N/M | 21.5 | % | ||||||||||
Adjusted EBITDA margin | 38.8 | % | 39.5 | % | 18.6 | % | N/M | 28.1 | % | ||||||||||
Three months ended March 31, 2011 | |||||||||||||||||||
Financial Solutions | Payment Solutions | International Solutions | Corporate and Other | Consolidated | |||||||||||||||
Processing and services revenue, as adjusted | $ | 503.7 | $ | 614.5 | $ | 268.1 | $ | (2.9 | ) | $ | 1,383.4 | ||||||||
Operating income (loss) | $ | 156.2 | $ | 196.0 | $ | 30.5 | $ | (168.8 | ) | $ | 213.9 | ||||||||
Purchase price amortization | 0.1 | 0.1 | 0.1 | 63.7 | 64.0 | ||||||||||||||
Non GAAP operating income (loss) | 156.3 | 196.1 | 30.6 | (105.1 | ) | 277.9 | |||||||||||||
Depreciation and amortization from continuing operations | 38.8 | 23.2 | 18.3 | 10.1 | 90.4 | ||||||||||||||
Adjusted EBITDA | $ | 195.1 | $ | 219.3 | $ | 48.9 | $ | (95.0 | ) | $ | 368.3 | ||||||||
Non GAAP operating margin | 31.0 | % | 31.9 | % | 11.4 | % | N/M | 20.1 | % | ||||||||||
Adjusted EBITDA margin | 38.7 | % | 35.7 | % | 18.2 | % | N/M | 26.6 | % | ||||||||||
Total revenue growth from prior year period | |||||||||||||||||||
Three months ended March 31, 2012 | 7.0 | % | 2.6 | % | 3.2 | % | N/M | 4.6 | % |
Exhibit D (continued) | |||||||
Three months ended | |||||||
March 31, 2012 | March 31, 2011 | ||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | $ | 203.8 | $ | 260.2 | |||
Capital expenditures | (65.0 | ) | (71.6 | ) | |||
138.8 | 188.6 | ||||||
Settlement activity | (2.4 | ) | (58.3 | ) | |||
Free cash flow (1) | $ | 136.4 | $ | 130.3 |
(1) | Free cash flow is defined as cash flow from operating activities less capital expenditures and excludes the net change in settlement assets and obligations. |
Exhibit E | ||||||||
Three months ended | ||||||||
March 31, | ||||||||
2012 | 2011 | |||||||
Net earnings from continuing operations attributable to FIS | $ | 95.8 | $ | 96.1 | ||||
Plus provision for income taxes | 50.4 | 52.3 | ||||||
Interest expense, net | 59.4 | 68.0 | ||||||
Other, net | 23.9 | (2.5 | ) | |||||
Operating income | 229.5 | 213.9 | ||||||
Stock and other compensation charges | 18.5 | — | ||||||
Purchase price amortization | 63.2 | 64.0 | ||||||
Non GAAP operating income | 311.2 | 277.9 | ||||||
Depreciation and amortization from continuing operations | 94.9 | 90.4 | ||||||
Adjusted EBITDA | $ | 406.1 | $ | 368.3 |
Exhibit E (continued) | ||||||||||||||||||||||||
Three months ended March 31, 2012 | ||||||||||||||||||||||||
Stock and Other | Long-term | Purchase | ||||||||||||||||||||||
Compensation | Debt | Price | ||||||||||||||||||||||
GAAP | Charges (1) | Refinance (2) | Subtotal | Amort. (3) | Non-GAAP | |||||||||||||||||||
Processing and services revenue | $ | 1,446.9 | $ | — | $ | — | $ | 1,446.9 | $ | — | $ | 1,446.9 | ||||||||||||
Cost of revenues | 1,010.3 | — | — | 1,010.3 | (63.2 | ) | 947.1 | |||||||||||||||||
Gross profit | 436.6 | — | — | 436.6 | 63.2 | 499.8 | ||||||||||||||||||
Selling, general and administrative | 207.1 | (18.5 | ) | — | 188.6 | — | 188.6 | |||||||||||||||||
Operating income (loss) | 229.5 | 18.5 | — | 248.0 | 63.2 | 311.2 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income (expense), net | (59.4 | ) | — | — | (59.4 | ) | — | (59.4 | ) | |||||||||||||||
Other income (expense), net | (20.9 | ) | — | 18.4 | (2.5 | ) | — | (2.5 | ) | |||||||||||||||
Total other income (expense) | (80.3 | ) | — | 18.4 | (61.9 | ) | — | (61.9 | ) | |||||||||||||||
Earnings (loss) from continuing operations before income taxes | 149.2 | 18.5 | 18.4 | 186.1 | 63.2 | 249.3 | ||||||||||||||||||
Provision for income taxes | 50.4 | 6.2 | 6.2 | 62.8 | 21.3 | 84.1 | ||||||||||||||||||
Earnings (loss) from continuing operations, net of tax | 98.8 | 12.3 | 12.2 | 123.3 | 41.9 | 165.2 | ||||||||||||||||||
Earnings (loss) from discontinued operations, net of tax (4) | (8.7 | ) | — | — | (8.7 | ) | — | (8.7 | ) | |||||||||||||||
Net earnings (loss) | 90.1 | 12.3 | 12.2 | 114.6 | 41.9 | 156.5 | ||||||||||||||||||
Net (earnings) loss attributable to noncontrolling interest | (3.0 | ) | — | — | (3.0 | ) | — | (3.0 | ) | |||||||||||||||
Net earnings (loss) attributable to FIS common stockholders | $ | 87.1 | $ | 12.3 | $ | 12.2 | $ | 111.6 | $ | 41.9 | $ | 153.5 | ||||||||||||
Amounts attributable to FIS common stockholders | ||||||||||||||||||||||||
Earnings (loss) from continuing operations, net of tax | $ | 95.8 | $ | 12.3 | $ | 12.2 | $ | 120.3 | $ | 41.9 | $ | 162.2 | ||||||||||||
Earnings (loss) from discontinued operations, net of tax (4) | (8.7 | ) | — | — | (8.7 | ) | — | (8.7 | ) | |||||||||||||||
Net earnings (loss) attributable to FIS common stockholders | $ | 87.1 | $ | 12.3 | $ | 12.2 | $ | 111.6 | $ | 41.9 | $ | 153.5 | ||||||||||||
Net earnings (loss) per share — diluted from continuing operations attributable to FIS common stockholders* | $ | 0.32 | $ | 0.04 | $ | 0.04 | $ | 0.41 | $ | 0.14 | $ | 0.55 | ||||||||||||
Weighted average shares outstanding — diluted | 295.4 | 295.4 | 295.4 | 295.4 | 295.4 | 295.4 | ||||||||||||||||||
Effective tax rate | 34 | % | 34 | % | ||||||||||||||||||||
Supplemental information: | ||||||||||||||||||||||||
Depreciation and amortization | $ | 158.1 | (63.2 | ) | $ | 94.9 | ||||||||||||||||||
Stock compensation expense, excluding acceleration charges | $ | 18.0 | ||||||||||||||||||||||
Stock acceleration charges | 8.3 | |||||||||||||||||||||||
Total stock compensation expense | $ | 26.3 |
Three months ended March 31, 2011 | ||||||||||||
Purchase | ||||||||||||
Price | ||||||||||||
GAAP | Amort. (3) | Non-GAAP | ||||||||||
Processing and services revenue | $ | 1,383.4 | $ | — | $ | 1,383.4 | ||||||
Cost of revenues | 996.0 | (64.0 | ) | 932.0 | ||||||||
Gross profit | 387.4 | 64.0 | 451.4 | |||||||||
Selling, general and administrative | 173.5 | — | 173.5 | |||||||||
Operating income | 213.9 | 64.0 | 277.9 | |||||||||
Other income (expense): | ||||||||||||
Interest income (expense), net | (68.0 | ) | — | (68.0 | ) | |||||||
Other income (expense), net | 3.3 | — | 3.3 | |||||||||
Total other income (expense) | (64.7 | ) | — | (64.7 | ) | |||||||
Earnings (loss) from continuing operations before income taxes | 149.2 | 64.0 | 213.2 | |||||||||
Provision for income taxes | 52.3 | 22.4 | 74.7 | |||||||||
Earnings (loss) from continuing operations, net of tax | 96.9 | 41.6 | 138.5 | |||||||||
Earnings (loss) from discontinued operations, net of tax (4) | (3.3 | ) | — | (3.3 | ) | |||||||
Net earnings (loss) | 93.6 | 41.6 | 135.2 | |||||||||
Net (earnings) loss attributable to noncontrolling interest | (0.8 | ) | — | (0.8 | ) | |||||||
Net earnings (loss) attributable to FIS common stockholders | $ | 92.8 | $ | 41.6 | $ | 134.4 | ||||||
Amounts attributable to FIS common stockholders | ||||||||||||
Earnings (loss) from continuing operations, net of tax | $ | 96.1 | $ | 41.6 | $ | 137.7 | ||||||
Earnings (loss) from discontinued operations, net of tax (4) | (3.3 | ) | — | (3.3 | ) | |||||||
Net earnings (loss) attributable to FIS common stockholders | $ | 92.8 | $ | 41.6 | $ | 134.4 | ||||||
Net earnings (loss) per share — diluted from continuing operations attributable to FIS common stockholders* | $ | 0.31 | $ | 0.13 | $ | 0.45 | ||||||
Weighted average shares outstanding — diluted | 308.7 | 308.7 | 308.7 | |||||||||
Effective tax rate | 35 | % | 35 | % | ||||||||
Supplemental information: | ||||||||||||
Depreciation and amortization | $ | 154.4 | (64.0 | ) | $ | 90.4 | ||||||
Stock compensation expense, excluding acceleration charges | $ | 15.4 | ||||||||||
Stock acceleration charges | — | |||||||||||
Total stock compensation expense | $ | 15.4 |
(1) | Charges for accelerated vesting of certain stock option and restricted stock grants as of March 30, 2012 pursuant to the changes in roles of William P. Foley II, Vice Chairman, and Brent B. Bickett, Executive Vice President of Corporate Finance, and for a non-compete and change in role cash payment to Mr. Foley. |
(2) | This column represents the write-off of certain previously capitalized debt issuance costs and transaction expenses incurred as a result of the early pay down of certain debt and the refinancing of our credit facility in the first quarter of 2012. |
(3) | This column represents purchase price amortization expense on intangible assets acquired through various Company acquisitions. |
(4) | During the 2012 and 2011 periods, certain operations are classified as discontinued. Reporting for discontinued operations classifies revenues and expenses as one line item net of tax in the consolidated statements of earnings. During the third quarter 2010, we determined that Fidelity National Participacoes Ltda. ("Participacoes"), our item processing and remittance services business in Brazil, should be treated as a discontinued operation. Participacoes had losses, net of tax of $8.7 million and $3.3 million during the three months ended March 31, 2012 and 2011. |