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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
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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
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Exhibit
Number
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Description
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99.1
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Euronet Worldwide, Inc.
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By:
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/s/ Rick L. Weller
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Rick L. Weller
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Chief Financial Officer
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Date: July 25, 2023
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•
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Revenues of $939.1 million, an 11% increase from $843.3 million (11% increase on a constant currency1 basis).
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•
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Operating income of $122.6 million, a 21% increase from $101.1 million (21% increase on a constant currency basis).
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•
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Adjusted operating income2 of $119.6 million, an 18% increase from $101.1 million (18% increase on a constant currency basis).
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•
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Adjusted EBITDA3 of $165.8 million, a 13% increase from $147.2 million (13% increase on a constant currency basis).
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•
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Net income attributable to Euronet of $86.1 million, or $1.65 diluted earnings per share, compared with $57.3 million, or $1.08 diluted earnings per share.
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•
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Adjusted earnings per share4 of $2.03, a 17% increase from $1.73.
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•
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Euronet's cash and cash equivalents were $1,139 million and ATM cash was $776 million, totaling $1,915 million as of June 30, 2023, and availability under its revolving credit facilities was approximately $1,055 million.
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Segment and Other Results
The EFT Processing Segment reports the following results for the second quarter 2023 compared with the same period or date in 2022:
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•
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Revenues of $282.4 million, a 13% increase from $249.0 million (13% increase on a constant currency1 basis).
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•
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Operating income of $69.1 million, a 26% increase from $54.8 million (26% increase on a constant currency basis).
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•
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Adjusted operating income of $66.1 million, a 21% increase from $54.8 million (21% increase on a constant currency basis).
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•
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Adjusted EBITDA of $89.9 million, a 12% increase from $80.5 million (12% increase on a constant currency basis).
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•
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Transactions of 2,035 million, a 29% increase from 1,573 million.
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•
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Total of 52,327 installed ATMs as of June 30, 2023, a 2% increase from 51,062. Operated 51,402 active ATMs as of June 30, 2023, a 2% increase from 50,178 as of June 30, 2022.
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•
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Revenues of $263.8 million, a 16% increase from $227.7 million (15% increase on a constant currency basis).
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•
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Operating income of $26.8 million, a 10% increase from $24.3 million (11% increase on a constant currency basis).
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•
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Adjusted EBITDA of $28.5 million, a 10% increase from $25.9 million (10% increase on a constant currency basis).
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•
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Transactions of 984 million, a 12% decrease from 1,116 million.
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•
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POS terminals of approximately 810,000 as of June 30, 2023, a 6% increase from approximately 762,000.
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•
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Retailer locations of approximately 349,000 as of June 30, 2023, a 3% increase from approximately 339,000.
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•
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Revenues of $394.8 million, a 7% increase from $368.5 million (7% increase on a constant currency basis).
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•
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Operating income of $47.2 million, a 16% increase from $40.6 million (15% increase on a constant currency basis).
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•
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Adjusted EBITDA of $55.3 million, a 12% increase from $49.2 million (12% increase on a constant currency basis).
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•
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Total transactions of 41.1 million, a 10% increase from 37.3 million.
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•
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Network locations of approximately 533,000 as of June 30, 2023, a 6% increase from approximately 504,000.
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Second quarter constant currency revenue, operating income and adjusted EBITDA growth was the result of 11% growth in U.S.-outbound transactions, 13% growth in international-originated money transfers - which included 11% growth in transfers initiated largely in Europe and 12% growth in transfers initiated in the Middle East and Asia - and 30% growth in xe transactions, partially offset by a 17% decline in the U.S. domestic business. These transaction growth rates include 28% growth in direct-to-consumer digital transactions. Transaction growth outpaced revenue growth largely due to mix shifts, principally in the segment's xe business, which benefited from a strong growth in transactions, but at a lower amount sent per transaction.
Corporate and Other reports $20.5 million of expense for the second quarter 2023 compared with $18.6 million for the second quarter 2022. The increase in primarily due to an increase in long-term compensation expense based on company performance.
(3) Adjusted EBITDA is defined as net income excluding, to the extent incurred in the period, interest expense, income tax expense, depreciation, amortization, share-based compensation, non-cash gain and other non-operating or non-recurring items that are considered expenses or income under U.S. GAAP. Adjusted EBITDA represents a performance measure and is not intended to represent a liquidity measure.
(4) Adjusted earnings per share is defined as diluted U.S. GAAP earnings per share excluding, to the extent incurred in the period, the tax-effected impacts of: a) foreign currency exchange gains or losses, b) share-based compensation, c) acquired intangible asset amortization, d) non-cash income tax expense, e) non-cash gain, f) other non-operating or non-recurring items and g) dilutive shares relate to the Company's convertible bonds. Adjusted earnings per share represents a performance measure and is not intended to represent a liquidity measure.
EURONET WORLDWIDE, INC.
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|||||
Condensed Consolidated Balance Sheets
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|||||
(in millions)
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|||||
As of
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|||||
June 30,
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As of
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||||
2023
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December 31,
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||||
(unaudited)
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2022
|
||||
ASSETS
|
|||||
Current assets:
|
|||||
Cash and cash equivalents
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$
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1,139.1
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$
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1,131.2
|
|
ATM cash
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776.3
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515.6
|
|||
Restricted cash
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14.4
|
7.4
|
|||
Settlement assets
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1,206.5
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1,442.7
|
|||
Trade accounts receivable, net
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242.6
|
270.8
|
|||
Prepaid expenses and other current assets
|
165.7
|
359.0
|
|||
Total current assets
|
3,544.6
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3,726.7
|
|||
Property and equipment, net
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336.2
|
336.6
|
|||
Right of use lease asset, net
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146.2
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149.7
|
|||
Goodwill and acquired intangible assets, net
|
1,015.1
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1,016.6
|
|||
Other assets, net
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178.9
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174.0
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|||
Total assets
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$
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5,221.0
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$
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5,403.6
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LIABILITIES AND EQUITY
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|||||
Current liabilities:
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|||||
Settlement obligations
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$
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1,206.5
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$
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1,442.7
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Accounts payable and other current liabilities
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628.7
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858.1
|
|||
Current portion of operating lease liabilities
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49.9
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50.2
|
|||
Short-term debt obligations
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452.1
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3.1
|
|||
Total current liabilities
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2,337.2
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2,354.1
|
|||
Debt obligations, net of current portion
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1,306.5
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1,609.1
|
|||
Operating lease liabilities, net of current portion
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99.3
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102.6
|
|||
Capital lease obligations, net of current portion
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2.2
|
1.3
|
|||
Deferred income taxes
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31.2
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28.4
|
|||
Other long-term liabilities
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62.9
|
63.7
|
|||
Total liabilities
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3,839.3
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4,159.2
|
|||
Equity
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1,381.7
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1,244.4
|
|||
Total liabilities and equity
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$
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5,221.0
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$
|
5,403.6
|
EURONET WORLDWIDE, INC.
|
|||||||
Consolidated Statements of Operations
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|||||||
(unaudited - in millions, except share and per share data)
|
|||||||
Three Months Ended
|
|||||||
June 30,
|
|||||||
2023
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2022
|
||||||
Revenues
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$
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939.1
|
|
$
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843.3
|
|
|
Operating expenses:
|
|||||||
Direct operating costs
|
558.1
|
|
500.7
|
|
|||
Salaries and benefits
|
149.4
|
|
131.3
|
|
|||
Selling, general and administrative
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75.3
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|
74.2
|
|
|||
Depreciation and amortization
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33.7
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36.0
|
|
|||
Total operating expenses
|
816.5
|
|
742.2
|
|
|||
Operating income
|
122.6
|
|
101.1
|
||||
Other income (expense):
|
|||||||
Interest income
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3.5
|
|
|
0.2
|
|
||
Interest expense
|
(14.0
|
) |
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(8.8
|
) | ||
Foreign currency exchange gain (loss)
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6.3
|
|
(14.7
|
) | |||
Other expense
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(0.1
|
)
|
—
|
||||
Total other expense, net
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(4.3
|
) |
(23.3
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) | |||
Income before income taxes
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118.3
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77.8
|
|||||
Income tax expense
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(32.3
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) |
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(20.7
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) | ||
Net income
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86.0
|
57.1
|
|||||
Net loss attributable to noncontrolling interests
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0.1
|
|
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0.2
|
|||
Net income attributable to Euronet Worldwide, Inc.
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$
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86.1
|
$
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57.3
|
|||
Add: Interest expense from assumed conversion of convertible notes, net of tax
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|
1.1
|
|
1.1
|
|||
Net income for diluted earnings per share calculation
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$
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87.2
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$
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58.4
|
|||
Earnings per share attributable to Euronet
|
|||||||
Worldwide, Inc. stockholders - diluted
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$
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1.65
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$
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1.08
|
|||
Diluted weighted average shares outstanding
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52,871,415
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53,766,914
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|
|||
EURONET WORLDWIDE, INC.
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|||||||||||||||||||
Reconciliation of Net Income to Operating Income (Expense), Adjusted Operating Income (Expense) and Adjusted EBITDA
|
|||||||||||||||||||
(unaudited - in millions)
|
|||||||||||||||||||
Three months ended June 30, 2023
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|||||||||||||||||||
EFT Processing
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epay
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Money Transfer
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Corporate Services
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Consolidated
|
|||||||||||||||
Net income
|
$
|
86.0
|
|
||||||||||||||||
Add: Income tax expense
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32.3
|
|
|||||||||||||||||
Add: Total other expense, net
|
4.3
|
|
|||||||||||||||||
Operating income (expense)
|
$
|
69.1
|
$
|
26.8
|
|
$
|
47.2
|
|
$
|
(20.5
|
) |
$
|
122.6
|
|
|||||
Less: Non-cash gain
|
(3.0
|
) |
—
|
|
—
|
|
—
|
|
(3.0
|
) | |||||||||
Adjusted operating income (expense) (1)
|
66.1
|
|
26.8
|
|
47.2
|
|
(20.5
|
) |
119.6
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Add: Depreciation and amortization
|
23.8
|
|
1.7
|
|
8.1
|
|
0.1
|
|
33.7
|
|
|||||||||
Add: Share-based compensation
|
—
|
|
—
|
|
—
|
|
12.5
|
|
12.5
|
|
|||||||||
Earnings before interest, taxes, depreciation, amortization, share-based compensation, and non-cash gain (Adjusted EBITDA) (1)
|
$
|
89.9
|
$
|
28.5
|
|
$
|
55.3
|
|
$
|
(7.9
|
) |
$
|
165.8
|
|
|||||
Three months ended June 30, 2022
|
|||||||||||||||||||
EFT Processing
|
epay
|
Money Transfer
|
Corporate Services
|
Consolidated
|
|||||||||||||||
Net income
|
$
|
57.1
|
|||||||||||||||||
Add: Income tax expense
|
20.7
|
||||||||||||||||||
Add: Total other expense, net
|
23.3
|
|
|||||||||||||||||
Operating income (expense)
|
$
|
54.8
|
$
|
24.3
|
|
$
|
40.6
|
$
|
(18.6
|
) |
$
|
101.1
|
|||||||
Add: Depreciation and amortization
|
25.7
|
|
1.6
|
|
8.6
|
|
0.1
|
|
36.0
|
|
|||||||||
Add: Share-based compensation
|
—
|
|
—
|
|
—
|
|
10.1
|
|
10.1
|
|
|||||||||
Earnings before interest, taxes, depreciation, amortization and share-based compensation (Adjusted EBITDA) (1)
|
$
|
80.5
|
$
|
25.9
|
|
$
|
49.2
|
|
$
|
(8.4
|
) |
$
|
147.2
|
|
EURONET WORLDWIDE, INC.
|
|||||||
Reconciliation of Adjusted Earnings per Share
|
|||||||
(unaudited - in millions, except share and per share data)
|
|||||||
Three Months Ended
|
|||||||
June 30,
|
|||||||
2023
|
2022
|
||||||
Net income attributable to Euronet Worldwide, Inc.
|
$
|
86.1
|
$
|
57.3
|
|||
Foreign currency exchange (gain) loss
|
(6.3
|
) |
14.7
|
||||
Intangible asset amortization(1)
|
6.6
|
|
7.7
|
|
|||
Share-based compensation(2)
|
12.5
|
|
10.1
|
|
|||
Non-cash gain(3)
|
(3.0
|
) |
—
|
|
|||
Income tax effect of above adjustments(4)
|
1.7
|
(4.7
|
) | ||||
Non-cash GAAP tax expense(5)
|
4.5
|
|
3.5
|
|
|||
Adjusted earnings(6)
|
$
|
102.1
|
|
$
|
88.6
|
|
|
Adjusted earnings per share - diluted(6)
|
$
|
2.03
|
|
$
|
1.73
|
|
|
Diluted weighted average shares outstanding (GAAP)
|
|
52,871,415
|
|
53,766,914
|
|
||
Effect of adjusted EPS dilution of convertible notes
|
|
(2,781,818 | ) | (2,781,818 | ) | ||
Effect of unrecognized share-based compensation on diluted shares outstanding
|
228,127
|
|
226,318
|
|
|||
Adjusted diluted weighted average shares outstanding
|
|
50,317,724
|
|
51,211,414
|
|
||
|
|
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