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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024 or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 001-35872
EVERTEC, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Puerto Rico | | 66-0783622 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification number) |
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Cupey Center Building, | Road 176, Kilometer 1.3, | | |
San Juan, | Puerto Rico | | 00926 |
(Address of principal executive offices) | | (Zip Code) |
(787) 759-9999
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | EVTC | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | | | Accelerated filer | | ☐ |
Non-accelerated filer | ☐ | | | Smaller reporting company | | ☐ |
Emerging growth company | ☐ | | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At July 25, 2024, there were 63,978,849 outstanding shares of common stock of EVERTEC, Inc.
TABLE OF CONTENTS
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Part I. FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Report, including, without limitation, statements regarding our position as a leader within our industry; our future results of operations and financial position; our business strategies; objectives of management for future operations, including, among others, statements regarding our expected growth, international expansion and future capital expenditures; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; the sufficiency of our cash and cash equivalents; our future capital expenditures and debt service obligations; and the expectations, anticipated benefits of and costs associated with acquisitions, are forward-looking statements.
Words such as “believes,” “expects,” "anticipates," "intends," "projects," “estimates,” and “plans” and similar expressions of future or conditional verbs such as "will," "should," "would," "may," and "could" or the negatives of these terms or variations of them or similar terminology are generally forward-looking in nature and not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business and could impact our business in the future are:
•our reliance on our relationship with Popular, Inc. (“Popular”) for a significant portion of our revenues pursuant to our second Amended and Restated Master Services Agreement (“A&R MSA”) with them, and as it may impact our ability to grow our business;
•our ability to renew our client contracts on terms favorable to us, including but not limited to the current term and any extension of the MSA with Popular;
•our dependence on our processing systems, technology infrastructure, security systems and fraudulent payment detection systems, as well as on our personnel and certain third parties with whom we do business, and the risks to our business if our systems are hacked or otherwise compromised;
•our ability to develop, install and adopt new software, technology and computing systems;
•a decreased client base due to consolidations and/or failures in the financial services industry;
•the credit risk of our merchant clients, for which we may also be liable;
•the continuing market position of the ATH network;
•a reduction in consumer confidence, whether as a result of a global economic downturn or otherwise, which leads to a decrease in consumer spending;
•our dependence on credit card associations, including any adverse changes in credit card association or network rules or fees;
•changes in the regulatory environment and changes in macroeconomic, market, international, legal, tax, political, or administrative conditions, including inflation or the risk of recession;
•the geographical concentration of our business in Puerto Rico, including our business with the government of Puerto Rico and its instrumentalities, which are facing severe political and fiscal challenges;
•additional adverse changes in the general economic conditions in Puerto Rico, whether as a result of the government’s debt crisis or otherwise, including the continued migration of Puerto Ricans to the U.S. mainland, which could negatively affect our customer base, general consumer spending, our cost of operations and our ability to hire and retain qualified employees;
•operating an international business in Latin America, Puerto Rico and the Caribbean, in jurisdictions with potential political and economic instability;
•the impact of foreign exchange rates on operations;
•our ability to protect our intellectual property rights against infringement and to defend ourselves against claims of infringement brought by third parties;
•our ability to comply with U.S. federal, state, local and foreign regulatory requirements;
•evolving industry standards and adverse changes in global economic, political and other conditions;
•our level of indebtedness and the impact of rising interest rates, restrictions contained in our debt agreements, including the secured credit facilities, as well as debt that could be incurred in the future;
•our ability to protect our IT systems and prevent a cybersecurity attack or breach to our information security;
•the possibility that we could lose our preferential tax rate in Puerto Rico;
•our ability to integrate Sinqia S.A. ("Sinqia") successfully into the Company or to achieve expected accretion to our earnings per common share;
•any loss of personnel or customers in connection with the acquisition of Sinqia; and
•any possibility of future catastrophic hurricanes, earthquakes and other potential natural disasters affecting our main markets in Latin America, Puerto Rico and the Caribbean.
These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under Part 1, Item 1A. "Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024 and in Part I, Item 2.“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report, as may be updated in our subsequent filings with the SEC. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless it is required to do so by law.
WHERE YOU CAN FIND MORE INFORMATION
All reports we file with the SEC are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available for download through our website at www.evertecinc.com as soon as reasonably practicable after filing such material with the SEC.
EVERTEC, Inc. Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share information)
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Assets | | | | |
Current Assets: | | | | |
Cash and cash equivalents | | $ | 257,699 | | | $ | 295,600 | |
Restricted cash | | 24,434 | | | 23,073 | |
Accounts receivable, net | | 122,278 | | | 126,510 | |
Settlement assets | | 64,922 | | | 51,467 | |
Prepaid expenses and other assets | | 61,444 | | | 64,704 | |
Total current assets | | 530,777 | | | 561,354 | |
Debt securities available-for-sale, at fair value | | 1,725 | | | 2,095 | |
Equity securities, at fair value | | 4,960 | | | 9,413 | |
Investment in equity investees | | 22,860 | | | 21,145 | |
Property and equipment, net | | 65,769 | | | 62,453 | |
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Operating lease right-of-use asset | | 12,756 | | | 14,796 | |
Goodwill | | 741,645 | | | 791,700 | |
Other intangible assets, net | | 451,637 | | | 518,070 | |
Deferred tax asset | | 23,851 | | | 47,847 | |
Derivative asset | | 7,241 | | | 4,385 | |
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Other long-term assets | | 26,700 | | | 27,005 | |
Total assets | | $ | 1,889,921 | | | $ | 2,060,263 | |
Liabilities and stockholders’ equity | | | | |
Current Liabilities: | | | | |
Accrued liabilities | | $ | 114,417 | | | $ | 129,160 | |
Accounts payable | | 60,122 | | | 66,516 | |
Contract liability | | 18,894 | | | 21,055 | |
Income tax payable | | 4,222 | | | 3,402 | |
Current portion of long-term debt | | 23,867 | | | 23,867 | |
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Current portion of operating lease liability | | 7,408 | | | 6,693 | |
Settlement liabilities | | 62,041 | | | 47,620 | |
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Total current liabilities | | 290,971 | | | 298,313 | |
Long-term debt | | 936,001 | | | 946,816 | |
Deferred tax liability | | 46,148 | | | 87,916 | |
Contract liability - long term | | 54,136 | | | 41,825 | |
Operating lease liability - long-term | | 6,697 | | | 9,033 | |
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Other long-term liabilities | | 30,438 | | | 40,984 | |
Total liabilities | | 1,364,391 | | | 1,424,887 | |
Commitments and contingencies (Note 14) | | | | |
Redeemable non-controlling interests | | 38,455 | | | 36,968 | |
Stockholders’ equity | | | | |
Preferred stock, par value $0.01; 2,000,000 shares authorized; none issued | | — | | | — | |
Common stock, par value $0.01; 206,000,000 shares authorized; 64,446,211 shares issued and outstanding as of June 30, 2024 (December 31, 2023 - 65,450,799) | | 644 | | | 654 | |
Additional paid-in capital | | 10,777 | | | 36,527 | |
Accumulated earnings | | 541,248 | | | 538,903 | |
Accumulated other comprehensive (loss) income, net of tax | | (69,239) | | | 18,209 | |
Total stockholders’ equity | | 483,430 | | | 594,293 | |
Non-redeemable non-controlling interest | | 3,645 | | | 4,115 | |
Total equity | | 487,075 | | | 598,408 | |
Total liabilities and equity | | $ | 1,889,921 | | | $ | 2,060,263 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Income and Comprehensive (Loss) Income
(In thousands, except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | | Six months ended June 30, |
| | 2024 | | 2023 | | | | | | 2024 | | 2023 |
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Revenues | | $ | 211,978 | | | $ | 167,076 | | | | | | | $ | 417,296 | | | $ | 326,890 | |
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Operating costs and expenses | | | | | | | | | | | | |
Cost of revenues, exclusive of depreciation and amortization | | 97,481 | | | 80,452 | | | | | | | 199,929 | | | 156,869 | |
Selling, general and administrative expenses | | 38,187 | | | 29,522 | | | | | | | 73,813 | | | 53,397 | |
Depreciation and amortization | | 32,950 | | | 22,329 | | | | | | | 67,391 | | | 41,761 | |
Total operating costs and expenses | | 168,618 | | | 132,303 | | | | | | | 341,133 | | | 252,027 | |
Income from operations | | 43,360 | | | 34,773 | | | | | | | 76,163 | | | 74,863 | |
Non-operating income (expenses) | | | | | | | | | | | | |
Interest income | | 3,218 | | | 2,103 | | | | | | | 6,578 | | | 3,236 | |
Interest expense | | (18,709) | | | (5,640) | | | | | | | (38,648) | | | (11,283) | |
Gain (loss) on foreign currency remeasurement | | 2,404 | | | 333 | | | | | | | (2,052) | | | (4,531) | |
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Earnings from equity method investments | | 1,096 | | | 1,476 | | | | | | | 2,167 | | | 2,631 | |
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Other income, net | | 2,255 | | | 1,591 | | | | | | | 6,095 | | | 2,601 | |
Total non-operating expenses | | (9,736) | | | (137) | | | | | | | (25,860) | | | (7,346) | |
Income before income taxes | | 33,624 | | | 34,636 | | | | | | | 50,303 | | | 67,517 | |
Income tax expense | | 1,101 | | | 6,586 | | | | | | | 1,393 | | | 9,404 | |
Net income | | 32,523 | | | 28,050 | | | | | | | 48,910 | | | 58,113 | |
Less: Net income (loss) attributable to non-controlling interest | | 622 | | | (105) | | | | | | | 1,030 | | | (94) | |
Net income attributable to EVERTEC, Inc.’s common stockholders | | 31,901 | | | 28,155 | | | | | | | 47,880 | | | 58,207 | |
Other comprehensive (loss) income, net of tax of $474, $(195), $631 and $(311) | | | | | | | | | | | | |
Foreign currency translation adjustments | | (64,351) | | | 3,153 | | | | | | | (90,827) | | | 20,758 | |
Gain on cash flow hedges | | 1,034 | | | 1,816 | | | | | | | 3,382 | | | 271 | |
Unrealized loss on change in fair value of debt securities available-for-sale | | — | | | — | | | | | | | (3) | | | (20) | |
Other comprehensive (loss) income, net of tax | | $ | (63,317) | | | $ | 4,969 | | | | | | | $ | (87,448) | | | $ | 21,009 | |
Total comprehensive (loss) income attributable to EVERTEC, Inc.’s common stockholders | | $ | (31,416) | | | $ | 33,124 | | | | | | | $ | (39,568) | | | $ | 79,216 | |
Net income per common share - basic attributable to EVERTEC, Inc.’s common stockholders | | $ | 0.50 | | | $ | 0.43 | | | | | | | $ | 0.74 | | | $ | 0.90 | |
Net income per common share - diluted attributable to EVERTEC, Inc.’s common stockholders | | $ | 0.49 | | | $ | 0.43 | | | | | | | $ | 0.73 | | | $ | 0.89 | |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share information)
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| | Number of Shares of Common Stock | | Common Stock | | Additional Paid-in Capital | | Accumulated Earnings | | Accumulated Other Comprehensive Income (Loss) | | Non-Controlling Interest (excluding Redeemable Non-Controlling Interest) | | Total Stockholders’ Equity |
Balance at December 31, 2023 | | 65,450,799 | | | $ | 654 | | | $ | 36,527 | | | $ | 538,903 | | | $ | 18,209 | | | $ | 4,115 | | | $ | 598,408 | |
Share-based compensation recognized | | — | | | — | | | 7,349 | | | — | | | — | | | — | | | 7,349 | |
Repurchase of common stock | | (1,516,793) | | | (15) | | | (30,943) | | | (39,042) | | | — | | | — | | | (70,000) | |
Restricted stock units delivered | | 474,953 | | | 5 | | | (9,761) | | | — | | | — | | | — | | | (9,756) | |
Net income | | — | | | — | | | — | | | 16,497 | | | — | | | (110) | | | 16,387 | |
Cash dividends on common stock, $0.05 per share | | — | | | — | | | — | | | (3,273) | | | — | | | — | | | (3,273) | |
Adjustment of redeemable noncontrolling interest to redemption value | | — | | | — | | | (3,172) | | | — | | | — | | | — | | | (3,172) | |
Excise tax on repurchase of common stock | | — | | | — | | | — | | | (550) | | | — | | | — | | | (550) | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | (24,131) | | | (23) | | | (24,154) | |
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Balance at March 31, 2024 | | 64,408,959 | | | $ | 644 | | | $ | — | | | $ | 512,535 | | | $ | (5,922) | | | $ | 3,982 | | | $ | 511,239 | |
Share-based compensation recognized | | — | | | — | | | 7,660 | | | — | | | — | | | — | | | 7,660 | |
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Restricted stock units delivered | | 37,252 | | | — | | | (69) | | | — | | | — | | | — | | | (69) | |
Net income | | — | | | — | | | — | | | 31,383 | | | — | | | (73) | | | 31,310 | |
Cash dividends on common stock, $0.05 per share | | — | | | — | | | — | | | (3,220) | | | — | | | — | | | (3,220) | |
Adjustment of redeemable noncontrolling interest to redemption value | | — | | | — | | | 3,186 | | | — | | | — | | | — | | | 3,186 | |
Reversal of excise tax on repurchase of common stock | | — | | | — | | | — | | | 550 | | | — | | | — | | | 550 | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | (63,317) | | | (264) | | | (63,581) | |
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Balance at June 30, 2024 | | 64,446,211 | | | $ | 644 | | | $ | 10,777 | | | $ | 541,248 | | | $ | (69,239) | | | $ | 3,645 | | | $ | 487,075 | |
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| | Number of Shares of Common Stock | | Common Stock | | Additional Paid-in Capital | | Accumulated Earnings | | Accumulated Other Comprehensive (Loss) Income | | Non-Controlling Interest (excluding Redeemable Non-Controlling Interest) | | Total Stockholders’ Equity |
Balance at December 31, 2022 | | 64,847,233 | | | $ | 648 | | | $ | — | | | $ | 487,349 | | | $ | (16,486) | | | $ | 3,237 | | | $ | 474,748 | |
Share-based compensation recognized | | — | | | — | | | 5,557 | | | — | | | — | | | — | | | 5,557 | |
Repurchase of common stock | | (187,976) | | | (1) | | | — | | | (6,268) | | | — | | | — | | | (6,269) | |
Restricted stock units delivered | | 419,205 | | | 4 | | | (5,557) | | | (321) | | | — | | | — | | | (5,874) | |
Net income | | — | | | — | | | — | | | 30,052 | | | — | | | 11 | | | 30,063 | |
Cash dividends on common stock, $0.05 per share | | — | | | — | | | — | | | (3,249) | | | — | | | — | | | (3,249) | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 16,040 | | | 125 | | | 16,165 | |
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Balance at March 31, 2023 | | 65,078,462 | | | $ | 651 | | | $ | — | | | $ | 507,563 | | | $ | (446) | | | $ | 3,373 | | | $ | 511,141 | |
Share-based compensation recognized | | — | | | — | | | 6,499 | | | — | | | — | | | — | | | 6,499 | |
Repurchase of common stock | | (268,398) | | | (3) | | | (6,418) | | | (3,100) | | | — | | | — | | | (9,521) | |
Restricted stock units delivered | | 29,045 | | | — | | | (81) | | | — | | | — | | | — | | | (81) | |
Net income (loss) | | — | | | — | | | — | | | 28,155 | | | — | | | (105) | | | 28,050 | |
Cash dividends on common stock, $0.05 per share | | — | | | — | | | — | | | (3,254) | | | — | | | — | | | (3,254) | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 4,969 | | | 339 | | | 5,308 | |
Balance at June 30, 2023 | | 64,839,109 | | | $ | 648 | | | $ | — | | | $ | 529,364 | | | $ | 4,523 | | | $ | 3,607 | | | $ | 538,142 | |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands) | | | | | | | | | | | | | | |
| | Six months ended June 30, |
| | 2024 | | 2023 |
Cash flows from operating activities | | | | |
Net income | | 48,910 | | | $ | 58,113 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization | | 67,391 | | | 41,761 | |
Amortization of debt issue costs and accretion of discount | | 2,361 | | | 791 | |
Operating lease amortization | | 3,565 | | | 3,103 | |
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Deferred tax benefit | | (13,324) | | | (3,467) | |
Share-based compensation | | 15,009 | | | 12,056 | |
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Gain on sale of equity securities | | (2,599) | | | — | |
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Earnings of equity method investment | | (2,167) | | | (2,631) | |
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Loss on foreign currency remeasurement | | 2,052 | | | 4,531 | |
Other, net | | (1,666) | | | 4,124 | |
(Increase) decrease in assets: | | | | |
Accounts receivable, net | | 1,329 | | | 1,261 | |
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Prepaid expenses and other assets | | (431) | | | (628) | |
Other long-term assets | | (734) | | | (2,282) | |
Increase (decrease) in liabilities: | | | | |
Accrued liabilities and accounts payable | | 3,101 | | | 16,392 | |
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Income tax payable | | 1,103 | | | (10,027) | |
Contract liability | | 11,561 | | | 1,181 | |
Operating lease liabilities | | (1,672) | | | (3,035) | |
Other long-term liabilities | | (2,449) | | | (592) | |
Total adjustments | | 82,430 | | | 62,538 | |
Net cash provided by operating activities | | 131,340 | | | 120,651 | |
Cash flows from investing activities | | | | |
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Additions to software | | (39,106) | | | (24,151) | |
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Property and equipment acquired | | (17,226) | | | (11,305) | |
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Proceeds from maturities of available-for-sale debt securities | | 370 | | | — | |
Purchase of equity securities | | (111) | | | — | |
Proceeds from sale of equity securities | | 5,906 | | | — | |
Acquisitions, net of cash acquired | | — | | | (22,915) | |
Net cash used in investing activities | | (50,167) | | | (58,371) | |
Cash flows from financing activities | | | | |
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Withholding taxes paid on share-based compensation | | (9,825) | | | (5,955) | |
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Net decrease in short-term borrowings | | — | | | (20,000) | |
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Dividends paid | | (6,493) | | | (6,503) | |
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Repurchase of common stock | | (70,000) | | | (15,790) | |
Repayment of long-term debt | | (11,933) | | | (10,375) | |
Repayment of other financing agreements | | (7,046) | | | — | |
Settlement activity, net | | 21,703 | | | 5,587 | |
Other financing activities, net | | (2,182) | | | — | |
Net cash used in financing activities | | (85,776) | | | (53,036) | |
Effect of foreign exchange rate on cash, cash equivalents and restricted cash | | (10,234) | | | (1,841) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | | (14,837) | | | 7,403 | |
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Cash, cash equivalents, restricted cash and cash included in settlement assets at beginning of the period | | 343,724 | | | 221,244 | |
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Cash, cash equivalents, restricted cash, and cash included in settlement assets at end of the period | | $ | 328,887 | | | $ | 228,647 | |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 – The Company and Basis of Presentation
The Company
EVERTEC, Inc. and its subsidiaries (collectively the “Company” or “EVERTEC”) is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean. The Company is based in Puerto Rico and provides a broad range of merchant acquiring, payment services and business process management services. The Company operates across 26 countries in the region. EVERTEC owns and operates the ATH network, which we believe is one of the leading personal identification number debit networks in the Caribbean and Latin America. In addition, EVERTEC provides a comprehensive suite of services for core banking, cash processing and fulfillment in Puerto Rico and technology outsourcing in all the regions the Company serves. EVERTEC serves a broad and diversified customer base of leading financial institutions, merchants, corporations, and government agencies with solutions that are essential to their operations.
Basis of Presentation
The unaudited condensed consolidated financial statements of EVERTEC have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of the accompanying unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.
Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the rules and regulations of the Securities and Exchange Commission and, accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, included in the Company’s 2023 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited condensed consolidated financial statements, prepared in accordance with GAAP, contain all adjustments necessary for a fair presentation. Intercompany accounts and transactions are eliminated in consolidation. Certain amounts from prior periods have been reclassified to conform to the current period presentation.
Change in presentation
During the second quarter of 2024, the Company elected to change the manner in which it presents cash flows associated with settlement activities from operating activities to financing activities within the condensed consolidated statements of cash flows. In connection with this change, the Company reclassified comparative amounts for the six-month period ended June 30, 2023. Settlement cash and cash equivalents represents cash received from agents, payment networks, bank partners, merchants or direct consumers. In certain cases, the amounts may be invested into short-term, highly liquid investments from the time the funds are collected until payments are made to the applicable recipients. This change does not have an impact on the condensed consolidated balance sheet, the condensed consolidated statement of income and comprehensive (loss) income or on the condensed consolidated statement of changes in stockholders’ equity.
The following table presents the effects of the change in presentation within the condensed consolidated statements of cash flows:
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| | For the six months ended June 30, 2023 |
(In Thousands) | | As Previously Reported | | Adjustment | | As Adjusted |
Cash flows from operating activities: | | | | | | |
Accrued liabilities and accounts payable | | 21,979 | | | (5,587) | | | 16,392 | |
Net cash provided by operating activities | | 126,238 | | | (5,587) | | | 120,651 | |
Cash flows from financing activities: | | | | | | |
Settlement activities, net | | — | | | 5,587 | | | 5,587 | |
Net cash used in financing activities | | (58,623) | | | 5,587 | | | (53,036) | |
Note 2 – Business Acquisition
Acquisition of a Business
On November 1, 2023, the Company completed the acquisition of 100% of the outstanding shares of Sinqia S.A. (“Sinqia”), a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil. The Company completed the acquisition through its wholly-owned subsidiary, Evertec Brasil Informática S.A (“Evertec BR”). In accordance with ASC 805-10-25-15, Evertec is allowed a period, not to exceed 12 months from the acquisition date, to adjust the provisional amounts recognized for a business combination. During 2024, the Company adjusted the operating lease right-of-use asset, goodwill, long-term deferred tax asset, operating lease liability, deferred tax liability and other intangible assets as a result of additional information that became available during the period. The preliminary purchase price allocation based on the applicable exchange rate at the date of acquisition is as follows:
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| Assets/Liabilities (at fair value) |
( In thousands) | |
Cash and cash equivalents | $ | 37,147 | |
Restricted cash | 2,166 | |
Accounts receivable, net | 9,989 | |
Prepaid expenses and other assets | 5,975 | |
Property and equipment, net | 3,618 | |
Operating lease right-of-use asset | 3,191 | |
Goodwill | 341,801 | |
Equity securities, at fair value | 9,035 | |
Long-term deferred tax asset | 28,758 | |
Other intangible assets, net | 289,540 | |
Other long-term assets | 5,455 | |
Total assets acquired | $ | 736,675 | |
Accounts payable | 13,241 | |
Accrued liabilities | 40,775 | |
Operating lease liability | 4,114 | |
Current portion of long-term debt | 11,400 | |
Long-term debt | 57,492 | |
Contract liability | 7,356 | |
Deferred tax liability | 76,150 | |
Other long-term liabilities | 15,134 | |
Total liabilities assumed | $ | 225,662 | |
Redeemable noncontrolling interests | 39,340 | |
Additional paid-in capital | 471,673 | |
Total liabilities and equity | $ | 736,675 | |
The following table details the major groups of intangible assets acquired and the weighted average amortization period for these assets:
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| | Amount | Weighted-average life |
(Dollar amounts in thousands) | | | |
Customer relationships | | $ | 155,876 | | 18 |
Trademark | | 47,688 | | 10 |
Software packages | | 85,976 | | 10 |
Total | | $ | 289,540 | | 14 |
Refer to Note 4- Goodwill and Other Intangible Assets for detail of goodwill allocated by reportable segments. The goodwill is primarily attributed to selling the Company's products and services to Sinqia's client base, exporting Sinqia's products to other markets where the Company has presence and the assembled workforce. Currently, a portion of goodwill related to previous Sinqia acquisitions is deductible for income tax purposes on a statutory basis. The Company continues to finalize the purchase price allocation and further changes to the preliminary allocation may be required.
Note 3 – Property and Equipment, net
Property and equipment, net consisted of the following:
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(Dollar amounts in thousands) | | Useful life in years | | June 30, 2024 | | December 31, 2023 |
Buildings | | 30 | | $ | 2,104 | | | $ | 2,193 | |
Data processing equipment | | 3 - 5 | | 198,263 | | | 187,761 | |
Furniture and equipment | | 3 - 20 | | 10,335 | | | 10,281 | |
Leasehold improvements | | 5 -10 | | 5,145 | | | 4,876 | |
| | | | 215,847 | | | 205,111 | |
Less - accumulated depreciation and amortization | | | | (151,526) | | | (144,117) | |
Depreciable assets, net | | | | 64,321 | | | 60,994 | |
Land | | | | 1,448 | | | 1,459 | |
Property and equipment, net | | | | $ | 65,769 | | | $ | 62,453 | |
Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2024 amounted to $5.4 million and $11.1 million, respectively, compared to $5.5 million and $10.5 million for the corresponding periods in 2023.
Note 4– Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill, allocated by operating segments, were as follows (see Note 15):
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(In thousands) | | Payment Services - Puerto Rico & Caribbean | | Latin America Payments and Solutions | | Merchant Acquiring, net | | Business Solutions | | Total |
Balance at December 31, 2023 | | $ | 160,972 | | | $ | 452,597 | | | $ | 138,121 | | | $ | 40,010 | | | $ | 791,700 | |
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Adjustment to goodwill from prior year acquisition | | — | | | (1,352) | | | — | | | — | | | (1,352) | |
Foreign currency translation adjustments | | — | | | (48,703) | | | — | | | — | | | (48,703) | |
Balance at June 30, 2024 | | $ | 160,972 | | | $ | 402,542 | | | $ | 138,121 | | | $ | 40,010 | | | $ | 741,645 | |
Goodwill is tested for impairment on an annual basis as of August 31, or more often if events or changes in circumstances indicate there may be impairment. The Company may test for goodwill impairment using a qualitative or a quantitative analysis. In a qualitative analysis, the Company assesses whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount. In the quantitative analysis, the Company compares the estimated fair value of the reporting units to their carrying values, including goodwill. No impairment losses were recognized for the periods ended June 30, 2024 or 2023.
The carrying amount of other intangible assets at June 30, 2024 and December 31, 2023 was as follows:
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| | | | June 30, 2024 |
(Dollar amounts in thousands) | | Useful life in years | | Gross amount | | Accumulated amortization | | Net carrying amount |
Customer relationships | | 8 - 20 | | $ | 550,381 | | | $ | (373,726) | | | $ | 176,655 | |
Trademarks | | 10 - 15 | | 88,097 | | | (46,238) | | | $ | 41,859 | |
Software packages | | 3 - 10 | | 522,934 | | | (292,938) | | | $ | 229,996 | |
Non-compete agreement | | 5 | | 3,555 | | | (428) | | | $ | 3,127 | |
Other intangible assets, net | | | | $ | 1,164,967 | | | $ | (713,330) | | | $ | 451,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, 2023 |
(Dollar amounts in thousands) | | Useful life in years | | Gross amount | | Accumulated amortization | | Net carrying amount |
Customer relationships | | 8 - 20 | | $ | 568,284 | | | $ | (340,952) | | | $ | 227,332 | |
Trademarks | | 1 - 15 | | 94,203 | | | (41,319) | | | 52,884 | |
Software packages | | 3 - 10 | | 510,898 | | | (274,610) | | | 236,288 | |
Non-compete agreement | | 5 | | 1,735 | | | (169) | | | 1,566 | |
Other intangible assets, net | | | | $ | 1,175,120 | | | $ | (657,050) | | | $ | 518,070 | |
Amortization expense related to other intangibles for the three and six months ended June 30, 2024 amounted to $27.6 million and $56.3 million, respectively, compared to $14.9 million and $31.2 million for the corresponding periods in 2023.
The estimated amortization expense of the other intangible balances outstanding at June 30, 2024, for the remainder of 2024 and the years thereafter is as follows:
| | | | | | | | |
(In thousands) |
Remaining 2024 | | $ | 54,782 | |
2025 | | 87,631 | |
2026 | | 74,283 | |
2027 | | 61,724 | |
2028 | | 49,983 | |
Thereafter | | 123,234 | |
| | |
| | |
Note 5 – Debt and Short-Term Borrowings
Debt at June 30, 2024 and December 31, 2023 was as follows:
| | | | | | | | | | | | | | |
(In thousands) | | June 30, 2024 | | December 31, 2023 |
2027 Term A Loan bearing interest at a variable interest rate (SOFR plus applicable margin(1)(2)) | | $ | 438,021 | | | $ | 449,450 | |
| | | | |
| | | | |
2030 Term B Loan bearing interest at a variable interest rate (SOFR plus applicable margin(1)(3)) | | 521,847 | | | 521,233 | |
| | | | |
Deferred consideration from Business Combinations | | 11,505 | | | 19,467 | |
| | | | |
Note payable due September 1, 2030(1) | | 7,325 | | | 7,403 | |
Total debt | | $ | 978,698 | | | $ | 997,553 | |
(1)Net of unaccreted discount and unamortized debt issue costs, as applicable.
(2)Subject to a minimum rate ("SOFR floor") of 0.00% plus applicable margin of 2.00% at June 30, 2024 and 1.50% at December 31, 2023.
(3)Subject to a SOFR floor of 0.50% plus applicable margin of 3.25% at June 30, 2024 and an applicable margin of 3.50% at December 31, 2023.
Secured Credit Facilities
On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for (i) a $415.0 million term loan A facility that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027. On October 30, 2023, Evertec, EVERTEC Group and other Loan Parties (as defined in the Existing Credit Agreement) party thereto, entered into a first amendment (the “Amendment”) to the credit agreement, dated as of December 1, 2022 (the “Existing Credit Agreement,” and as amended by the Amendment, the “Amended Credit Agreement”), with a syndicate of lenders and Truist, as administrative agent and collateral agent. Under the Amended Credit Agreement, a syndicate of financial institutions and other lenders provided (i) additional term loan A commitments in the amount of $60.0 million and (ii) a new tranche of term loan B commitments in the amount of $600.0 million (the “TLB Facility,” and together with the Incremental TLA Facility, the “Facilities”). The $600.0 million term loan B facility matures on October 30, 2030. Unless otherwise indicated, the terms and conditions detailed below apply to both the TLA facility and TLB facility. In the fourth quarter of 2023, the Company prepaid $60 million of the outstanding balance on TLB facility.
At June 30, 2024, the unpaid principal balance of the TLA Facility and TLB Facility were $441.5 million and $540.0 million, respectively. The additional borrowing capacity for the Revolving Facility at June 30, 2024 was $194.0 million, considering letters of credit issued. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
Deferred Consideration from Business Combinations
As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At June 30, 2024 and December 31, 2023, the unpaid principal balance of these agreements amounted to $11.5 million and $19.5 million, respectively. Obligations bear interest at rates ranging from 2% to 12% with maturities ranging from October 2024 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Note Payable
In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of June 30, 2024, the outstanding principal balance of the note payable on a discounted basis was $7.3 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Interest Rate Swaps
As of June 30, 2024, the Company has four interest rate swap agreements which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive (loss) income until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying condensed consolidated statements of income and comprehensive (loss) income.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Swap Agreement | | Effective date | | Maturity Date | | Notional Amount | | Variable Rate | | Fixed Rate |
| | | | | | | | | | |
2018 Swap | | April 2020 | | November 2024 | | $250 million | | 1-month SOFR | | 2.929% |
2023 Swap | | November 2024 | | December 2027 | | $250 million | | 1-month SOFR | | 3.375% |
2024 Swap | | March 2024 | | October 2027 | | $150 million | | 1-month SOFR | | 4.182% |
2024 Swap | | March 2024 | | October 2027 | | $150 million | | 1-month SOFR | | 4.172% |
At June 30, 2024, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset of $7.2 million. At December 31, 2023, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset of $4.4 million and a liability of $0.9 million, included in other long-term liabilities. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8 for disclosure of gains (losses) recorded on cash flow hedging activities.
During the three and six months ended June 30, 2024, the Company reclassified gains of $2.4 million and $4.1 million, respectively, from accumulated other comprehensive (loss) income into interest expense compared to gains of $1.4 million and
$2.4 million, respectively, for the corresponding periods in 2023. Based on current SOFR rates, the Company expects to reclassify gains of $5.7 million from accumulated other comprehensive (loss) income into interest expense over the next 12 months.
Note 6 – Financial Instruments and Fair Value Measurements
Recurring Fair Value Measurements
The following table presents assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
(In thousands) | | Level 2 | | Level 3 | | Measured at NAV | | Total | | Level 2 | | Level 3 | | | Total |
Financial assets: | | | | | | | | | | | | | | | |
Debt securities AFS | | $ | 1,725 | | | $ | — | | | $ | — | | | $ | 1,725 | | | $ | 2,095 | | | $ | — | | | | $ | 2,095 | |
Equity securities | | — | | | — | | | 4,960 | | | 4,960 | | | 6,447 | | | 2,966 | | | | 9,413 | |
Interest rate swaps | | 7,241 | | | — | | | — | | | 7,241 | | | 4,385 | | | — | | | | 4,385 | |
Financial liabilities: | | | | | | | | | | | | | | | |
Interest rate swaps | | — | | | — | | | — | | | — | | | 900 | | | — | | | | 900 | |
Debt Securities Available for Sale ("AFS")
Costa Rica Government Obligations are held by a trust in the Costa Rica National Bank as a collateral requirement for settlement activities. The Company may substitute securities as needed but must maintain certain levels of collateral based on transaction volumes. No debt securities were purchased or sold during the six-month periods ended June 30, 2024 or June 30, 2023. Debt securities amounting to $0.4 million matured during the six-month period ended June 30, 2024, none in 2023. A provision for credit losses was not required for either June 30, 2024 or 2023.
The fair value of debt securities is estimated based on observable inputs through corroboration with market data at the measurement date, therefore classified as a Level 2 asset within the fair value hierarchy.
Interest rate swaps
The fair value of the Company's interest rate swaps are estimated using Level 2 inputs under the fair value hierarchy. Refer to Note 5 for additional information related to the derivative instruments.
Equity Securities
The fair value of the equity securities was calculated based on enterprise value to revenue multiples ranging from 0.4x to 8.3x, therefore classified as a Level 3 asset within the fair value hierarchy. During the six-month period ended June 30, 2024, the Company sold equity securities with a carrying value of $5.5 million classified as Level 3 assets within the fair value hierarchy. In connection with this sale, the Company realized a gain of $2.5 million, recognized through other income, net. At June 30, 2024, the Company no longer holds equity securities classified as Level 3. The fair value of the equity securities was $3.0 million at December 31, 2023. At December 31, 2023, mutual funds classified as equity securities, were registered with the securities and exchange commission in Brazil and were broker traded and therefore classified as Level 2.
The following table presents the changes in equity securities classified as Level 3 assets:
| | | | | |
(In thousands) | Equity Securities |
Balance at December 31, 2023 | $ | 2,966 | |
Disposition of equity securities | (5,487) | |
Change in fair value of equity securities, recognized through Other income, net | 2,521 | |
| |
Balance at June 30, 2024 | $ | — | |
There were no transfers in or out of Level 3 during the six-month periods ended June 30, 2024 or June 30, 2023.
Equity Securities Measured at Net Asset Value (NAV)
At June 30, 2024, the Company holds mutual funds classified as equity securities on the Company's unaudited condensed consolidated balance sheet that are measured at fair value using the NAV per share, or its equivalent, as a practical expedient. Mutual funds consist of investments in venture capital strategies and start-ups with a focus on privately held technology companies. The NAV is based on the fair value of the underlying net assets owned by the mutual funds and the relative interest of each participating investor in the fair value of the underlying assets.
Financial assets and liabilities not measured at fair value
The following table presents the carrying value and estimated fair value for financial instruments at June 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
(In thousands) | | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Financial liabilities: | | | | | | | | |
2027 Term A Loan Facility | | 438,021 | | | 443,745 | | | 449,450 | | | 452,337 | |
2030 Term B Loan Facility | | 521,847 | | | 542,700 | | | 521,240 | | | 539,325 | |
| | | | | | | | |
| | | | | | | | |
The fair value of the term loans at June 30, 2024 and December 31, 2023 was obtained using prices provided by third party service providers. Their pricing is based on various inputs such as market quotes, recent trading activity in a non-active market or imputed prices. These inputs are considered Level 3 inputs under the fair value hierarchy. Also, the pricing may include the use of an algorithm that could take into account movements in the general high yield market, among other variants. The secured term loans are not accounted for at fair value in the balance sheet.
Note 7 – Redeemable Noncontrolling Interests
At June 30, 2024, redeemable noncontrolling interests ("RNCI") consist of interests in consolidated subsidiaries for which the Company has entered into separate option contracts by which the Company has the right to purchase the remaining non-controlling interests through a call option and the non-controlling interest holder has the right to sell the non-controlling interest to the Company through a put option. The following table summarizes the terms of the issued options:
| | | | | | | | | | | | | | | | | |
| Percentage of redeemable noncontrolling interest | | Earliest exercise date | | Formula of redemption value |
| | | | | |
Homie Do Brasil Informatica | 40% | | April 1, 2025 | | Variable multiple of gross sales dependent upon EBITDA margin and gross sales attained times percentage of ownership |
Rosk Software S.A. | 49% | | March 15, 2025 | | Variable multiple of gross sales dependent upon EBITDA margin attained times percentage of ownership |
Compliasset Software e Solucoes Digitais LTDA. | 40% | | March 15, 2026 | | Variable multiple of net sales dependent upon EBITDA margin attained plus net debt times percentage of ownership |
Lote45 Participacoes S.A. | 48% | | January 1, 2027 | | Variable multiple of net sales dependent upon EBITDA margin attained plus net debt minus BRL$10.0 million times percentage of ownership |
Given certain provisions within the option contracts, the Company has classified the RNCI as mezzanine equity on the Company's unaudited condensed consolidated balance sheets. RNCI are adjusted quarterly, if necessary, to their estimated redemption value. Adjustments to the redemption value impact stockholders' equity. The following table presents changes in RNCI:
| | | | | |
(In thousands) | Redeemable noncontrolling interests |
Balance at December 31, 2023 | $ | 36,968 | |
Net income attributable non-controlling interests | 1,213 | |
Adjustment of redeemable non-controlling interests to redemption value | (14) | |
| |
Distributions from redeemable non-controlling interests | (294) | |
Foreign currency translation adjustments | 582 | |
Balance at June 30, 2024 | $ | 38,455 | |
Note 8 – Equity
Accumulated Other Comprehensive (Loss) Income
The following table provides a summary of the changes in the balances of accumulated other comprehensive (loss) income for the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | Foreign Currency Translation Adjustments | | Cash Flow Hedges | | Unrealized Gains (Losses) on Debt Securities AFS | | Total |
Balance - December 31, 2023, net of tax | | $ | 14,847 | | | $ | 3,336 | | | $ | 26 | | | $ | 18,209 | |
Other comprehensive (loss) income before reclassifications | | (90,827) | | | 7,522 | | | (3) | | | (83,308) | |
Effective portion reclassified to net income | | — | | | (4,140) | | | — | | | (4,140) | |
Balance - June 30, 2024, net of tax | | $ | (75,980) | | | $ | 6,718 | | | $ | 23 | | | $ | (69,239) | |
Share Repurchase
On March 6, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR”) with Bank of America, N.A. to repurchase an aggregate of $70 million of the Company’s common stock, par value $0.01 per share. In connection with
the launch of the ASR, on March 8, 2024, the Company paid Bank of America, N.A., an aggregate of $70 million and received approximately 1.5 million shares of the Company’s common stock. The final number of shares to be received under the ASR agreement will be determined upon completion of the transaction and will be based on the total transaction value and the average of the daily volume-weighted average share price of the Company’s common stock during the term of the transaction. Final settlement of the transaction occurred on July 9, 2024, for further details refer to Note 17 - Subsequent Events. The Company accounted for this contract as an equity contract.
Note 9 – Share-based Compensation
Long-term Incentive Plan ("LTIP")
During the three months ended March 31, 2022, 2023 and 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors ("Board") approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2022 LTIP, 2023 LTIP and 2024 LTIP, respectively, all under the terms of the Company's 2022 Equity Incentive Plan. Under the LTIPs, the Company granted RSUs to eligible participants as time-based awards and/or performance-based awards.
The vesting of the RSUs is dependent upon service and/or performance conditions as defined in the award agreements. Employees that received time-based awards with service conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the employee provides services to the Company through the vesting date. Time-based awards generally vest over a period of three years in substantially equal installments commencing on the grant date and ending on February 25 of each year for the 2022 LTIP, February 24 of each year for the 2023 LTIP and February 28 of each year for the 2024 LTIP. In 2022 and 2023, the Company also granted time-based awards with a three year service vesting period which will cliff vest on February 25, 2025 and February 24, 2026, respectively.
For the performance-based awards under the 2022 LTIP, 2023 LTIP, and 2024 LTIP, the Compensation Committee established adjusted earnings before interest, income taxes, depreciation and amortization ("Adjusted EBITDA") as the primary performance measure while maintaining focus on total shareholder return through the use of a market-based total shareholder return ("TSR") performance modifier. The Adjusted EBITDA measure is based on annual Adjusted EBITDA targets and can result in a payout between 0% and 200%, depending on the performance level. The TSR modifier adjusts the shares earned based on the Adjusted EBITDA performance upwards or downwards (+/- 25%) based on the Company’s relative TSR at the end of the three-year performance period as compared to the companies in the Russell 2000 Index. The Adjusted EBITDA performance measure will be calculated for the one-year period commencing on January 1 of the year of the grant and ending on December 31 of the same year, relative to the goals set by the Compensation Committee for this same period. The shares earned will be subject to an additional two-year service vesting period and will vest on February 25, 2025 for the 2022 LTIP, February 24, 2026 for the 2023 LTIP and February 28, 2027 for the 2024 LTIP. Unless otherwise specified in the award agreement, or in an employment agreement, awards are forfeited if the employee voluntarily ceases to be employed by the Company prior to vesting.
The following table summarizes nonvested RSUs activity for the six months ended June 30, 2024:
| | | | | | | | | | | | | | |
Nonvested RSUs | | Shares | | Weighted-average grant date fair value |
Nonvested at December 31, 2023 | | 1,799,012 | | | $ | 39.42 | |
Granted | | 1,146,952 | | | 36.81 | |
Vested | | (778,201) | | | 36.83 | |
Forfeited | | (63,493) | | | 38.16 | |
Nonvested at June 30, 2024 | | 2,104,270 | | | $ | 38.56 | |
For the three and six months ended June 30, 2024, the Company recognized $7.7 million and $15.0 million of share-based compensation expense, compared with $6.5 million and $12.1 million for the corresponding periods in 2023.
As of June 30, 2024, the maximum unrecognized cost for RSUs was $54.9 million. The cost is expected to be recognized over a weighted average period of 2.3 years.
Note 10 – Revenues
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers into primary geographical markets, nature of the products and services, and timing of transfer of goods and services. The Company's operating segments are determined by the nature of the products and services the Company provides and the primary geographical markets in which the Company operates. Revenue disaggregated by segment is discussed in Note 15, Segment Information.
In the following tables, revenue for each segment, excluding intersegment revenues, is disaggregated by timing of revenue
recognition for the periods indicated.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| Three months ended June 30, 2024 | |
(In thousands) | Payment Services - Puerto Rico & Caribbean | | Latin America Payments and Solutions | | Merchant Acquiring, net | | Business Solutions | | Total | |
Timing of revenue recognition | | | | | | | | | | |
Products and services transferred at a point in time | $ | 78 | | | $ | 996 | | | $ | — | | | $ | 1,653 | | | $ | 2,727 | | |
Products and services transferred over time | 34,735 | | | 68,514 | | | 45,319 | | | 60,683 | | | $ | 209,251 | | |
| $ | 34,813 | | | $ | 69,510 | | | $ | 45,319 | | | $ | 62,336 | | | $ | 211,978 | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| Three months ended June 30, 2023 |
(In thousands) | Payment Services - Puerto Rico & Caribbean | | Latin America Payments and Solutions | | Merchant Acquiring, net | | Business Solutions | | Total |
Timing of revenue recognition | | | | | | | | | |
Products and services transferred at a point in time | $ | 125 | | | $ | 639 | | | $ | — | | | $ | 1,930 | | | $ | 2,694 | |
Products and services transferred over time | 33,983 | | | 34,110 | | | 41,248 | | | 55,041 | | | 164,382 | |
| $ | 34,108 | | | $ | 34,749 | | | $ | 41,248 | | | $ | 56,971 | | | $ | 167,076 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2024 |
(In thousands) | Payment Services - Puerto Rico & Caribbean | | Latin America Payments and Solutions | | Merchant Acquiring, net | | Business Solutions | | Total |
Timing of revenue recognition | | | | | | | | | |
Products and services transferred at a point in time | $ | 110 | | | $ | 1,553 | | | $ | — | | | $ | 4,128 | | | $ | 5,791 | |
Products and services transferred over time | 68,647 | | | 138,104 | | | 88,418 | | | 116,336 | | | $ | 411,505 | |
| $ | 68,757 | | | $ | 139,657 | | | $ | 88,418 | | | $ | 120,464 | | | $ | 417,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2023 |
(In thousands) | Payment Services - Puerto Rico & Caribbean | | Latin America Payments and Solutions | | Merchant Acquiring, net | | Business Solutions | | Total |
Timing of revenue recognition | | | | | | | | | |
Products and services transferred at a point in time | $ | 238 | | | $ | 1,253 | | | $ | — | | | $ | 3,657 | | | $ | 5,148 | |
Products and services transferred over time | 66,349 | | | 64,789 | | | 81,595 | | | 109,009 | | | 321,742 | |
| $ | 66,587 | | | $ | 66,042 | | | $ | 81,595 | | | $ | 112,666 | | | $ | 326,890 | |
Revenue concentration with a single customer, Popular, as a percentage of total revenues for the quarters ended June 30, 2024 and 2023 was approximately 32% and 37%, respectively. For the six months ended June 30, 2024 and 2023 this percentage was approximately 31% and 37%, respectively. Accounts receivable from Popular at June 30, 2024 and 2023 amounted to $37.0 million and $34.7 million, respectively.
Contract Balances
The following table provides information about contract assets from contracts with customers for the six months ended June 30, 2024 and the year ended December 31, 2023.
| | | | | | | | | | | |
(In thousands) | June 30, 2024 | | December 31, 2023 |
Balance at beginning of period | $ | 13,917 | | | $ | 4,749 | |
Services transferred to customers | 15,000 | | | 28,165 | |
Transfers to accounts receivable | (16,510) | | | (18,997) | |
Balance at end of period | $ | 12,407 | | | $ | 13,917 | |
| | | |
| | | |
The current portion of contract assets is recorded as part of prepaid expenses and other assets, and the long-term portion is included in other long-term assets in the unaudited condensed consolidated balance sheets.
Accounts receivable, net at June 30, 2024 amounted to $122.3 million. Contract liability and contract liability - long term at June 30, 2024 amounted to $18.9 million and $54.1 million, respectively, and may arise when consideration is received or due in advance from customers prior to performance. The contract liability is mainly comprised of upfront fees for implementation or set up activities, including fees charged in pre-production periods in connection with hosting services. During the three and six months ended June 30, 2024, the Company recognized revenue of $7.2 million and $15.0 million, respectively, that was included in the contract liability at December 31, 2023. During the three and six months ended June 30, 2023, the Company recognized revenue of $4.3 million and $8.7 million, respectively, that was included in the contract liability at December 31, 2022.
Transaction price allocated to the remaining performance obligations
The estimated aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at June 30, 2024 was $860.7 million, which is expected to be recognized over the next 1 to 6 years. This amount consists of minimums on certain master services agreements, professional service fees for implementation or set up activities related to managed services and maintenance services typically recognized over the life of the contract, and professional service fees for customizations or development of on-premise licensing agreements, which are recognized over time based on inputs relative to the total expected inputs to satisfy a performance obligation.
Note 11 – Current Expected Credit Losses
Allowance for Current Expected Credit Losses
Trade receivables from contracts with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant
industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following:
•Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their country.
•The Company has two main industry sectors: private and governmental. The private pool is comprised mainly of leading financial institutions, merchants and corporations, while the governmental pool is comprised of government agencies. The governmental customers possess different risk characteristics than private customers because although all invoices are due 30 days after issuance, governmental customers usually pay within 60 to 90 days after issuance (i.e., approximately 30 to 60 more days than private customers).
•The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.
The credit losses of the Company’s trade receivables have been low historically and most balances are collected within one year. Therefore, the Company determined that the expected loss rates should be calculated using the historical loss rates adjusted by macroeconomic factors. The historical rates are calculated for each of the aging categories used for pooling trade receivables. To determine the collected portion of each bucket, the collection time of each trade receivable is identified, to estimate the proportion of outstanding balances per aging bucket that ultimately will not be collected. This is used to determine the expectation of losses based on the history of uncollected trade receivables once the specific past due period is surpassed. The historical rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of customers to settle the receivables by applying a country risk premium as the forward-looking macroeconomic factor. Specific reserves are established for certain customers for which collection is doubtful.
Rollforward of the Allowance for Expected Current Credit Losses
The following table provides information about the allowance for expected current credit losses on trade receivables for the six months ended June 30, 2024 and the year ended December 31, 2023
| | | | | | | | | | | | | | |
| | | | |
(In thousands) | | June 30, 2024 | | December 31, 2023 |
Balance at beginning of period | | $ | 4,010 | | | $ | 2,159 | |
Current period provision for expected credit losses | | 851 | | | 2,218 | |
Write-offs | | (1,412) | | | (384) | |
Recoveries of amounts previously written-off | | 1 | | | 17 | |
Balance at end of period | | $ | 3,450 | | | $ | 4,010 | |
| | | | |
The Company does not have a delinquency threshold for writing-off trade receivables. The Company has a formal process for the review and approval of write-offs.
Impairment losses on trade receivables are presented as net impairment losses within cost of revenue, exclusive of depreciation and amortization in the unaudited condensed consolidated statements of income and comprehensive (loss) income. Subsequent recoveries of amounts previously written-off, when applicable, are credited against the allowance for expected current credit losses within accounts receivable, net on the unaudited condensed consolidated balance sheets.
Note 12 – Income Tax
The components of income tax expense for the three and six months ended June 30, 2024 and 2023, respectively, consisted of the following:
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| | Three months ended June 30, | | Six months ended June 30, |
(In thousands) | | 2024 | | 2023 | | |