Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
    _______________________________
Form 8-K
_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2019
_______________________________
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
_______________________________

Delaware
(State or other jurisdiction of incorporation)
001-31648
 (Commission File Number)
74-2806888
(I.R.S. Employer Identification No.)

3500 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)

(913) 327-4200
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
_______________________________
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company o
 
 
 
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. o






ITEM 2.02. Results of Operations and Financial Condition.

On July 23, 2019, Euronet Worldwide, Inc. issued a press release to report its financial results for the quarter ended June 30, 2019. The press release is attached hereto as Exhibit 99.1.
 
The information in Item 2.02 to this Current Report, including without limitation Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
Euronet Worldwide, Inc.
 
 
 
 
By:  
  /s/ Rick L. Weller
 
 Rick L. Weller
 
 Chief Financial Officer
Date: July 23, 2019
 

 


Exhibit


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13019225&doc=3                

Contact:
Euronet Worldwide, Inc.                
Stephanie Taylor            
+1-913-327-4200

Euronet Worldwide Reports Second Quarter 2019 Financial Results
 
LEAWOOD, KANSAS, USA - July 23, 2019 - Euronet Worldwide, Inc. (“Euronet” or the “Company”) (NASDAQ: EEFT), a leading electronic payments provider, reports second quarter 2019 financial results.

Euronet reports the following consolidated results for the second quarter 2019 compared with the same period of 2018:
Revenues of $691.9 million, an 11% increase from $622.2 million (16% increase on a constant currency(1) basis).
Operating income of $117.9 million, a 30% increase from $90.4 million (38% increase on a constant currency basis).
Adjusted operating income(2) of $116.6 million, a 29% increase from $90.4 million (36% increase on a constant currency basis).
Adjusted EBITDA(3) of $150.4 million, a 24% increase from $121.2 million (31% increase on a constant currency basis).
Net income attributable to Euronet of $68.2 million or $1.25 diluted earnings per share, compared with net income of $43.7 million or $0.82 diluted earnings per share.
Adjusted earnings per share(4) of $1.69, a 28% increase from $1.32.
Transactions of 1.15 billion, a 19% increase from 968 million.

"Our efforts to expand our network, state-of-the-art technology and broad product portfolio continue to result in strong double-digit earnings growth - including adjusted earnings per share of $1.69 for the second quarter, a 28% year-over-year increase," stated Michael J. Brown, Euronet's Chairman and Chief Executive Officer. "This strong growth includes double-digit constant currency earnings growth from all three segments. EFT continued to benefit from new ATM and product deployments. Money transfer delivered a solid quarter with continued success in both the physical and digital channels. And, epay continued to benefit from expansion of digital media products."

See the reconciliation of non-GAAP items in the attached financial schedules.

Segment and Other Results

The EFT Processing Segment reports the following results for the second quarter 2019 compared with the same period or date in 2018:
Revenues of $231.9 million, a 19% increase from $194.9 million (26% increase on a constant currency basis).
Operating income of $76.5 million, a 45% increase from $52.9 million (53% increase on a constant currency basis).
Adjusted operating income of $75.2 million, a 42% increase from $52.9 million (50% increase on a constant currency basis).
Adjusted EBITDA of $93.0 million, a 34% increase from $69.3 million (42% increase on a constant currency basis).





Transactions of 752 million, an 11% increase from 677 million.
Operated 46,636 ATMs as of June 30, 2019, a 13% increase from 41,205.

Double-digit constant currency revenue, adjusted operating income and adjusted EBITDA growth was largely the result of a 13% year-over-year increase in active ATMs, an 11% increase in transactions, and the expansion of Visa dynamic currency conversion (DCC) to worldwide ATM cash withdrawals. The increase in transactions was primarily from growth in Europe and Asia - including an increase in traditional cash withdrawals as well as the number of value-added transactions, such as DCC, domestic and international surcharge, and foreign currency dispensing transactions - on both ATMs and point-of-sale terminals.

Year-over-year ATM growth is the result of more than 5,800 new high-value ATM deployments in Europe and Asia, including approximately 1,000 outsourcing ATMs in Asia, and 100 more low-margin ATMs in India, partially offset by de-installation of 500 unprofitable ATMs at YourCash.

Adjusted operating income was reduced by a $1.3 million post-acquisition adjustment.

The epay Segment reports the following results for the second quarter 2019 compared with the same period or date in 2018:
Revenues of $184.2 million, an 11% increase from $166.5 million (16% increase on a constant currency basis).
Operating income of $17.6 million, an 8% increase from $16.3 million (13% increase on a constant currency basis).
Adjusted EBITDA of $19.4 million, a 7% increase from $18.2 million (12% increase on a constant currency basis).
Transactions of 369 million, a 40% increase from 264 million.
Point-of-sale ("POS") terminals of approximately 700,000 as of June 30, 2019, a 2% increase from approximately 688,000.
Retailer locations of approximately 325,000 as of June 30, 2019, a 3% increase from approximately 315,000.

epay double-digit constant currency revenue, operating income and adjusted EBITDA growth was primarily from continued digital media growth and the benefit of a certain promotion where revenue was recorded on a gross versus net basis.

Transaction growth was the result of increases across Europe and strong contributions from India, which included a large volume of low-margin mobile top-up transactions.

epay terminal and location counts for the prior period have been restated to conform with the current presentation which eliminates intra-segment counts.

The Money Transfer Segment reports the following results for the second quarter 2019 compared with the same period or date in 2018:
Revenues of $276.8 million, a 6% increase from $261.7 million (9% increase on a constant currency basis).
Operating income of $35.3 million, an 8% increase from $32.7 million (12% increase on a constant currency basis).
Adjusted EBITDA of $43.4 million, a 7% increase from $40.7 million (11% increase on a constant currency basis).
Total transactions of 28.9 million, a 7% increase from 26.9 million.
Network locations of approximately 385,000 as of June 30, 2019, an 8% increase from approximately 355,000.

Constant currency revenue, operating income and adjusted EBITDA growth was driven by strong contributions from international remittances, partially offset by limited growth from the XE business stemming from Brexit uncertainties and a decline in U.S. domestic transfers as a result of additional ID requirements on domestic transactions.






Money transfers grew 8% and non-transfer transactions, such as currency exchange and check cashing, grew 4%, resulting in total transaction growth of 7%.

Corporate and Other reports $11.5 million of expense for both the second quarter 2019 and the second quarter 2018.

Balance Sheet and Financial Position
Unrestricted cash on hand was $1.56 billion as of June 30, 2019, compared to $1.22 billion as of March 31, 2019. The increase in cash resulted from cash generated from operations and the issuance of €600 million senior notes, partially offset by the cash payment for the remaining $352.5 million principal amount of 1.50% convertible notes which were redeemed on May 28, 2019, as well as settlement timing in the business.

Total indebtedness was $1.14 billion as of June 30, 2019, compared to $787 million as of March 31, 2019. The increase in debt was primarily the result of the issuance of €600 million senior notes, partially offset by the redemption of the remaining $352.5 million principal amount of 1.50% convertible notes.

Effective January 1, 2019, the Company adopted Accounting Standards Codification No. 842 ("ASC 842") to record operating leases on its consolidated balance sheet. As of June 30, 2019, the Company reported $376.3 million in net Right of Use Lease Assets with a similar amount recorded in Operating Lease Liabilities, both current and long-term. There was no impact on the consolidated statement of operations.

Guidance
The Company currently expects adjusted earnings per share for the third quarter 2019, assuming foreign currency exchange rates remain stable through the end of the quarter, to be approximately $2.80.

Non-GAAP Measures
In addition to the results presented in accordance with U.S. GAAP, the Company presents non-GAAP financial measures, such as constant currency financial measures, adjusted operating income, adjusted EBITDA and adjusted earnings per share. These measures should be used in addition to, and not a substitute for, revenues, net income, operating income and earnings per share computed in accordance with U.S. GAAP. We believe that these non-GAAP measures provide useful information to investors regarding the Company's performance and overall results of operations. These non-GAAP measures are also an integral part of the Company's internal reporting and performance assessment for executives and senior management. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies. The attached schedules provide a full reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measure.

The Company does not provide a reconciliation of its forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for GAAP and the related GAAP to non-GAAP reconciliation, including adjustments that would be necessary for currency exchange rate fluctuations and other charges reflected in the Company's reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

(1) Constant currency financial measures are computed as if foreign currency exchange rates did not change from the prior period. This information is provided to illustrate the impact of changes in foreign currency exchange rates on the Company's results when compared to the prior period.

(2) Adjusted operating income is defined as operating income excluding a post-acquisition adjustment.

(3) Adjusted EBITDA is defined as net income excluding interest, income tax expense, depreciation, amortization, share-based compensation and other non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA represents a performance measure and is not intended to represent a liquidity measure.






(4) Adjusted earnings per share is defined as diluted U.S. GAAP earnings per share excluding, to the extent incurred in the period, the tax-effected impacts of: a) foreign currency exchange gains or losses, b) goodwill and intangible asset impairment charges, c) gains or losses from the early retirement of debt, d) share-based compensation, e) acquired intangible asset amortization, f) non-cash interest expense, g) non-cash income tax expense, h) a post-acquisition adjustment and i) other non-operating or non-recurring items. In addition, the diluted weighted average shares outstanding has been adjusted to reflect the total number of shares issued in connection with the conversion of the 1.50% convertible notes during the second quarter of 2019 and the effect of unrecognized share-based compensation. Adjusted earnings per share represents a performance measure and is not intended to represent a liquidity measure.

Conference Call and Slide Presentation
Euronet Worldwide will host an analyst conference call on July 24, 2019, at 9:00 a.m. Eastern Time to discuss these results. The call may also include discussion of Company developments, forward-looking information and other material information about business and financial matters. To listen to the call via telephone, dial 877-303-6313 (USA) or +1-631-813-4734 (outside the USA). The conference call will also be available via webcast at http://ir.euronetworldwide.com. Participants should go to the website at least five minutes prior to the scheduled start time of the event to register. A slideshow will be included in the webcast.

A webcast replay will be available beginning approximately one hour after the event at http://ir.euronetworldwide.com and will remain available for one year.

About Euronet Worldwide, Inc.
Euronet Worldwide is an industry leader in processing secure electronic financial transactions. The Company offers payment and transaction processing solutions to financial institutions, retailers, service providers and individual consumers. These services include comprehensive ATM, POS and card outsourcing services, card issuing and merchant acquiring services, software solutions, cash-based and online-initiated consumer-to-consumer and business-to-business money transfer services, and electronic distribution of digital media and prepaid mobile phone time.

Euronet's global payment network is extensive - including 46,636 ATMs, approximately 307,000 EFT POS terminals and a growing portfolio of outsourced debit and credit card services which are under management in 54 countries; card software solutions; a prepaid processing network of approximately 700,000 POS terminals at approximately 325,000 retailer locations in 51 countries; and a global money transfer network of approximately 385,000 locations serving 160 countries. With corporate headquarters in Leawood, Kansas, USA, and 65 worldwide offices, Euronet serves clients in approximately 170 countries. For more information, please visit the Company's website at www.euronetworldwide.com.
 
Statements contained in this news release that concern Euronet's or its management's intentions, expectations, or predictions of future performance, are forward-looking statements. Euronet's actual results may vary materially from those anticipated in such forward-looking statements as a result of a number of factors, including: conditions in world financial markets and general economic conditions, including the effects in Europe of the U.K.'s departure from the E.U. and economic conditions in specific countries and regions; technological developments affecting the market for our products and services; our ability to successfully introduce new products and services; foreign currency exchange rate fluctuations; the effects of any breach of our computer systems or those of our customers or vendors, including our financial processing networks or those of other third parties; interruptions in any of our systems or those of our vendors or other third parties; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; Visa's rule change to allow our ATMs to provide DCC beginning mid-April 2019; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering, anti-terrorism, anti-bribery, consumer and data protection and the European Union's General Data Privacy Regulation and Revised Payment Service Directive requirements; changes in laws and regulations affecting our business, including tax and immigration laws and any laws regulating payments, including DCC transactions; changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; the cost of borrowing, availability of credit and terms of and compliance with debt covenants; and renewal of sources of funding as they expire and the availability of replacement funding. These risks and other risks are described in the





Company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings may be obtained via the SEC's Edgar website or by contacting the Company or the SEC. Any forward-looking statements made in this release speak only as of the date of this release. Except as may be required by law, Euronet does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances. The Company regularly posts important information to the investor relations section of its website.

 







 EURONET WORLDWIDE, INC.
 Condensed Consolidated Balance Sheets
 (in millions)
 
 
 
 
 
 
 
 
 
 As of
 
 
 
June 30,
 
 As of
 
2019
 
 December 31,
 
(unaudited)
 
2018
 
 
 
 
 ASSETS
 
 
 
 Current assets:
 
 
 
 Cash and cash equivalents
$
1,558.5

 
$
1,054.4

 Restricted cash
71.3

 
76.6

 Trade accounts receivable, net
836.7

 
693.6

 Prepaid expenses and other current assets
235.3

 
263.0

 
 
 
 
 Total current assets
2,701.8

 
2,087.6

 
 
 
 
 Property and equipment, net
324.3

 
291.9

 Right of use lease asset, net
376.3

 

 Goodwill and acquired intangible assets, net
810.8

 
818.7

 Other assets, net
120.1

 
123.0

 
 
 
 
 Total assets
$
4,333.3

 
$
3,321.2

 
 
 
 
 LIABILITIES AND EQUITY
 
 
 
 Current liabilities:
 
 
 
 Accounts payable and other current liabilities
$
1,327.2

 
$
1,334.9

 Current portion of operating lease liabilities
124.1

 

 Short-term debt obligations
30.1

 
43.5

 
 
 
 
 Total current liabilities
1,481.4

 
1,378.4

 
 
 
 
 Debt obligations, net of current portion
1,096.7

 
589.8

 Operating lease liabilities, net of current portion
241.6

 

 Capital lease obligations, net of current portion
9.2

 
8.2

 Deferred income taxes
53.0

 
57.1

 Other long-term liabilities
53.2

 
54.8

 
 
 
 
 Total liabilities
2,935.1

 
2,088.3

 
 
 
 
 Equity
1,398.2

 
1,232.9

 
 
 
 
 Total liabilities and equity
$
4,333.3

 
$
3,321.2

 
 
 
 








 EURONET WORLDWIDE, INC.
 Consolidated Statements of Operations
 (unaudited - in millions, except share and per share data)
 
 
 
 
 
 Three Months Ended
 
June 30,
 
2019
 
2018
 
 
 
 
 Revenues
$
691.9

 
$
622.2

 
 
 
 
 Operating expenses:
 
 
 
 Direct operating costs
393.8

 
361.5

 Salaries and benefits
98.5

 
91.7

   Selling, general and administrative
53.9

 
52.3

 Depreciation and amortization
27.8

 
26.3

 Total operating expenses
574.0

 
531.8

 Operating income
117.9

 
90.4

 
 
 
 
 Other income (expense):
 
 
 
Interest income
0.5


0.4

Interest expense
(10.0
)

(10.1
)
Loss on early retirement of debt
(8.9
)


Foreign currency exchange loss
(0.1
)

(20.7
)
 Total other expense, net
(18.5
)
 
(30.4
)
 Income before income taxes
99.4

 
60.0

 
 
 
 
 Income tax expense
(31.3
)

(16.4
)
 
 
 
 
 Net income
68.1

 
43.6

 Net loss attributable to noncontrolling interests
0.1


0.1

Net income attributable to Euronet Worldwide, Inc.
$
68.2

 
$
43.7

 
 
 
 
 
 
 
 
   Earnings per share attributable to Euronet
 
 
 
   Worldwide, Inc. stockholders - diluted
$
1.25

 
$
0.82

 
 
 
 
Diluted weighted average shares outstanding
54,702,459

 
53,492,835

 
 
 
 








 EURONET WORLDWIDE, INC.
 Reconciliation of Net Income to Operating Income (Expense), Adjusted Operating Income (Expense), and Adjusted EBITDA
 (unaudited - in millions)
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
EFT Processing
 
epay
 
Money Transfer
 
Corporate Services
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 Net income
 
 
 
 
 
 
 
 
$
68.1

 
 
 
 
 
 
 
 
 
 
 Add: Income tax expense
 
 
 
 
 
 
 
 
31.3

 Add: Total other expense, net
 
 
 
 
 
 
 
 
18.5

 
 
 
 
 
 
 
 
 
 
 Operating income (expense)
$
76.5

 
$
17.6

 
$
35.3

 
$
(11.5
)
 
$
117.9

 
 
 
 
 
 
 
 
 
 
Less: Post-acquisition adjustment
(1.3
)
 

 

 

 
(1.3
)
Adjusted Operating income (expense)(1)
75.2

 
17.6

 
35.3

 
(11.5
)
 
116.6

 
 
 
 
 
 
 
 
 
 
Add: Depreciation and amortization
17.8

 
1.8

 
8.1

 
0.1

 
27.8

Add: Share-based compensation

 

 

 
6.0

 
6.0

 
 
 
 
 
 
 
 
 
 
Earnings (expense) before interest, taxes, depreciation, amortization, share-based compensation and a post-acquisition adjustment (Adjusted EBITDA) (2)
$
93.0

 
$
19.4

 
$
43.4

 
$
(5.4
)
 
$
150.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
EFT Processing
 
epay
 
Money Transfer
 
Corporate Services
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 Net income
 
 
 
 
 
 
 
 
$
43.6

 
 
 
 
 
 
 
 
 
 
 Add: Income tax expense
 
 
 
 
 
 
 
 
16.4

 Add: Total other expense, net
 
 
 
 
 
 
 
 
30.4

 
 
 
 
 
 
 
 
 
 
 Operating income (expense)
$
52.9

 
$
16.3

 
$
32.7

 
$
(11.5
)
 
$
90.4

 
 
 
 
 
 
 
 
 
 
Add: Depreciation and amortization
16.4

 
1.9

 
8.0

 

 
26.3

Add: Share-based compensation

 

 

 
4.5

 
4.5

 
 
 
 
 
 
 
 
 
 
Earnings (expense) before interest, taxes, depreciation, amortization, and share-based compensation (Adjusted EBITDA) (2)
$
69.3

 
$
18.2

 
$
40.7

 
$
(7.0
)
 
$
121.2

 
 
 
 
 
 
 
 
 
 


(1) Adjusted operating income excludes a post-acquisition adjustment and is a non-GAAP measure that should be considered in addition to, and not a substitute for, net income computed in accordance with U.S. GAAP.

(2) Adjusted EBITDA is a non-GAAP measure that should be considered in addition to, and not a substitute for, net income computed in accordance with U.S. GAAP.






 EURONET WORLDWIDE, INC.
 Reconciliation of Adjusted Earnings per Share
 (unaudited - in millions, except share and per share data)
 
 
 
 
 
 Three Months Ended
 
June 30,
 
2019
 
2018
 
 
 
 
Net income attributable to Euronet Worldwide, Inc.
$
68.2

 
$
43.7

 
 
 
 
 Foreign currency exchange loss
0.1

 
20.7

 Intangible asset amortization(1)
5.1

 
5.8

 Share-based compensation(2)
6.0

 
4.5

 Post-acquisition adjustment(3)
(1.3
)
 

 Non-cash interest accretion(4)
5.4

 
2.9

 Income tax effect of above adjustments(5)
(0.9
)
 
(8.1
)
 Loss on early retirement of debt
8.9

 

 Non-cash GAAP tax expense(6)
3.3

 
1.3

 
 
 
 
 Adjusted earnings(7)
$
94.8

 
$
70.8

 
 
 
 
 Adjusted earnings per share - diluted(7)
$
1.69

 
$
1.32

 
 
 
 
Diluted weighted average shares outstanding (GAAP)
54,702,459

 
53,492,835

 
 
 
 
Effect of conversion of convertible debentures(8)
1,244,122

 

Effect of unrecognized share-based compensation on diluted shares outstanding
225,127

 
236,325

Adjusted diluted weighted average shares outstanding
56,171,708

 
53,729,160

 
 
 
 

(1) Intangible asset amortization of $5.1 million and $5.8 million are included in depreciation and amortization expense of $27.8 million and $26.3 million for the three months ended June 30, 2019 and June 30, 2018, respectively, in the consolidated statements of income.

(2) Share-based compensation of $6.0 million and $4.5 million are included in salaries and benefits expense of $98.5 million and $91.7 million for the three months ended June 30, 2019 and June 30, 2018, respectively, in the consolidated statements of income.

(3) The post acquisition adjustment of $1.3 million is included in selling, general and administrative expense of $53.9 million in the consolidated statements of income.

(4) Non-cash interest accretion of $5.4 million and $2.9 million are included in interest expense of $10.0 million and $10.1 million for the three months ended June 30, 2019 and June 30, 2018, respectively, in the consolidated statements of income.

(5) Adjustment is the aggregate U.S. GAAP income tax effect on the preceding adjustments determined by applying the applicable statutory U.S. federal, state and/or foreign income tax rates.

(6) Adjustment is the cash tax impact recognized on certain items such as the utilization of certain material net deferred tax assets and amortization of indefinite-lived intangible assets.

(7) Adjusted earnings and adjusted earnings per share are non-GAAP measures that should be considered in addition to, and not as a substitute for, net income and earnings per share computed in accordance with U.S. GAAP.






(8) Adjusted to reflect the total number of shares issued in connection with the conversion of the 1.50% convertible notes during the second quarter 2019.