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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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(State or other jurisdiction of incorporation or organization)
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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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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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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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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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As of
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June 30,
2023 |
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December 31,
2022
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||||
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(unaudited)
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|||||
ASSETS
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|||||
Current assets:
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|||||
Cash and cash equivalents
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$
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$
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|
|||
ATM cash
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|
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|||||
Restricted cash
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|
|
|||||
Settlement assets
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|||||
Trade accounts receivable, net of credit losses of $
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|||||
Prepaid expenses and other current assets
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|||||
Total current assets
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|||||
Operating right of use lease assets
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|||||
Property and equipment, net of accumulated depreciation of $
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|||||
Goodwill
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|||||
Acquired intangible assets, net of accumulated amortization of $
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|||||
Other assets, net of accumulated amortization of $
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|||||
Total assets
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$
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$
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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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$
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|
|||
Trade accounts payable
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|
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|||||
Accrued expenses and other current liabilities
|
|
|
|||||
Current portion of operating lease liabilities
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|||||
Short-term debt obligations and current maturities of long-term debt obligations
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|||||
Income taxes payable
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|||||
Deferred revenue
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|||||
Total current liabilities
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|||||
Debt obligations, net of current portion
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|||||
Operating lease obligations, net of current portion
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|||||
Deferred income taxes
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|||||
Other long-term liabilities
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|||||
Total liabilities
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|||||
Equity:
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|||||
Euronet Worldwide, Inc. stockholders’ equity:
|
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|||||
Preferred Stock, $
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|||||
Common Stock, $
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|||||
Additional paid-in-capital
|
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|||||
Treasury stock, at cost, shares issued
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(
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) |
(
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) | |||
Retained earnings
|
|
|
|||||
Accumulated other comprehensive loss
|
(
|
) |
(
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) | |||
Total Euronet Worldwide, Inc. stockholders’ equity
|
|
|
|||||
Noncontrolling interests
|
(
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) |
(
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) | |||
Total equity
|
|
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|||||
Total liabilities and equity
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$
|
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$
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|
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Three Months Ended
June 30,
|
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Six Months Ended
June 30,
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||||||||||||
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2023
|
|
|
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2022
|
|
|
|
2023
|
|
|
|
2022
|
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Revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
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$
|
|
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Operating expenses:
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|||||||||||||||
Direct operating costs, exclusive of depreciation
|
|
|
|
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|
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Salaries and benefits
|
|
|
|
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Selling, general and administrative
|
|
|
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Depreciation and amortization
|
|
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Total operating expenses
|
|
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Operating income
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Other income (expense):
|
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Interest income
|
|
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Interest expense
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
( |
)
|
Foreign currency exchange gain (loss), net
|
|
|
|
|
(
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) | ( |
) | |||||||
Other gains (losses), net
|
|
(
|
) |
|
|
|
|
|
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(
|
) |
|
|
|
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Other expense, net
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
) |
|
|
(
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Euronet Worldwide, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Euronet Worldwide, Inc. stockholders:
|
|||||||||||||||
Basic
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted
|
$
|
|
|
|
$
|
|
|
$
|
|
|
|
$
|
|
|
|
Weighted average shares outstanding:
|
|||||||||||||||
Basic
|
|
|
|
|
|
|
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|
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|
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Diluted
|
|
|
|
|
|
|
|
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2 |
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
2023
|
|
|
|
2022
|
2023 | 2022 | |||||||
Net income
|
$
|
|
|
|
$
|
|
$ | $ | |||||||
Translation adjustment
|
|
|
|
|
(
|
) | ( |
) | |||||||
Comprehensive income (loss)
|
|
|
|
|
( |
) | ( |
) | |||||||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
(
|
) |
|
|
(
|
) | ( |
( |
) | |||||
Comprehensive income (loss) attributable to Euronet Worldwide, Inc.
|
$
|
|
|
$
|
(
|
) | $ | $ | ( |
) |
Number of
Shares Outstanding
|
Common
Stock
|
Additional
Paid-in Capital
|
Treasury
Stock
|
||||||||||||
Balance as of December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||||
Net (loss) income
|
— | — | |||||||||||||
Other comprehensive loss
|
— | — | |||||||||||||
Stock issued under employee stock plans
|
|
|
|
|
|
||||||||||
Share-based compensation
|
|
— | |||||||||||||
Repurchase of shares
|
) |
—
|
( |
) | |||||||||||
Adoption of ASU 2020-06
|
(
|
) | — | ||||||||||||
Balance as of March 31, 2022
|
|
|
|
(
|
)
|
||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
|
||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
|
||||||||||
Stock issued under employee stock plans
|
|
|
|
(
|
)
|
||||||||||
Share-based compensation
|
—
|
—
|
|
—
|
|
||||||||||
Repurchase of shares
|
(
|
) |
—
|
—
|
(
|
)
|
|||||||||
Balance as of June 30, 2022
|
|
$ |
|
$ |
|
$ |
(
|
) |
Number of
Shares Outstanding
|
Common
Stock
|
Additional
Paid-in Capital
|
Treasury
Stock
|
|
|||||||||||
Balance as of December 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
) | |||||||
Net income (loss)
|
— | — |
— | ||||||||||||
Other comprehensive income
|
— | — | — | ||||||||||||
Stock issued under employee stock plans
|
|
—
|
|
|
|||||||||||
Share-based compensation
|
— |
|
— | ||||||||||||
Repurchase of shares
|
) | — | — | ) | |||||||||||
Balance as of March 31, 2023
|
|
|
|
(
|
) | ||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
|||||||||||
Other comprehensive income
|
—
|
—
|
—
|
—
|
|||||||||||
Stock issued under employee stock plans
|
|
—
|
|
—
|
|||||||||||
Share-based compensation
|
—
|
—
|
|
—
|
|||||||||||
Repurchase of shares
|
(
|
) |
—
|
—
|
(
|
) | |||||||||
Balance as of June 30, 2023
|
|
$ |
|
$ |
|
$ |
(
|
) |
Retained Earnings
|
|
Accumulated Other
Comprehensive Loss
|
|
Noncontrolling
Interests
|
|
Total
|
|
||||||||
Balance as of December 31, 2021
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||
Net income (loss)
|
|
— |
—
|
|
|||||||||||
Other comprehensive loss
|
— |
(
|
)
|
—
|
|
(
|
)
|
||||||||
Stock issued under employee stock plans
|
— | — |
|
|
— |
|
|||||||||
Share-based compensation
|
— | — |
|
|
— |
|
|||||||||
Repurchase of shares
|
— |
— |
|
|
— |
(
|
) | ||||||||
Adoption of ASU 2020-06
|
— |
|
|
— |
(
|
) | |||||||||
Balance as of March 31, 2022
|
|
(
|
)
|
|
|
||||||||||
Net income (loss)
|
|
—
|
|
(
|
) |
|
|||||||||
Other comprehensive loss
|
—
|
(
|
)
|
(
|
) |
(
|
) | ||||||||
Stock issued under employee stock plans
|
— |
|
— |
|
|
— |
|
||||||||
Share-based compensation
|
— |
|
— |
|
|
— |
|
||||||||
Repurchase of shares
|
— |
|
— |
|
|
— |
(
|
) | |||||||
Balance as of June 30, 2022
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Loss
|
|
Noncontrolling
Interests
|
|
Total
|
|
||||||||
Balance as of December 31, 2022
|
$
|
|
$
|
(
|
) |
$
|
(
|
) |
$
|
|
|||||
Net income (loss)
|
|
— |
(
|
) |
|
||||||||||
Other comprehensive income
|
— |
|
|
|
|||||||||||
Stock issued under employee stock plans
|
— | — | — |
|
|||||||||||
Share-based compensation
|
— | — | — |
|
|||||||||||
Repurchase of shares
|
— | — | — |
(
|
) | ||||||||||
Balance as of March 31, 2023
|
|
(
|
) |
(
|
) |
|
|||||||||
Net income (loss)
|
|
—
|
(
|
) |
|
||||||||||
Other comprehensive income
|
—
|
|
—
|
|
|||||||||||
Stock issued under employee stock plans
|
—
|
—
|
—
|
|
|||||||||||
Share-based compensation
|
—
|
—
|
—
|
|
|||||||||||
Repurchase of shares
|
—
|
—
|
—
|
(
|
) | ||||||||||
Balance as of June 30, 2023
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
|
Six Months Ended June 30,
|
|
|||||
|
2023
|
2022
|
|
||||
Net income
|
$
|
|
$
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||
Depreciation and amortization
|
|
|
|||||
Share-based compensation
|
|
|
|||||
Unrealized foreign exchange (gain) loss, net
|
(
|
) |
|
||||
Deferred income taxes
|
(
|
) |
|
||||
Amortization of debt issuance costs
|
|
|
|||||
Changes in working capital, net of amounts acquired:
|
|||||||
Income taxes payable, net
|
|
(
|
) | ||||
Trade accounts receivable, including amounts in settlement assets
|
|
|
|||||
Prepaid expenses and other current assets, including amounts in settlement assets
|
|
(
|
) | ||||
Trade accounts payable, including amounts in settlement obligations
|
(
|
) |
(
|
) | |||
Deferred revenue
|
(
|
) |
(
|
) | |||
Accrued expenses and other current liabilities, including amounts in settlement obligations
|
(
|
) |
|
||||
Changes in noncurrent assets and liabilities
|
(
|
) |
(
|
) | |||
Net cash provided by operating activities
|
|
|
|||||
Cash flows from investing activities:
|
|||||||
Acquisitions, net of cash acquired
|
|
(
|
) | ||||
Purchases and proceeds of property and equipment
|
(
|
) |
(
|
)
|
|||
Purchases of other long-term assets
|
(
|
) |
(
|
)
|
|||
Other, net
|
|
(
|
) | ||||
Net cash used in investing activities
|
(
|
) |
(
|
)
|
|||
Cash flows from financing activities:
|
|||||||
Proceeds from issuance of shares
|
|
|
|||||
Repurchase of shares
|
(
|
) |
(
|
)
|
|||
Borrowings from credit agreements
|
|
|
|||||
Repayments of credit agreements
|
(
|
) |
(
|
)
|
|||
Repayments of capital lease obligations
|
(
|
) |
(
|
) | |||
Repayments of long-term debt obligations |
|
|
|||||
Other, net
|
|
|
|||||
Net cash provided by financing activities
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(
|
) |
(
|
) | |||
Increase in cash and cash equivalents and restricted cash
|
|
|
|||||
Cash and cash equivalents and restricted cash at beginning of period
|
|
|
|||||
Cash and cash equivalents and restricted cash at end of period
|
$
|
|
$
|
|
|||
Supplemental disclosure of cash flow information:
|
|||||||
Interest paid during the period
|
$
|
|
$
|
|
|||
Income taxes paid during the period
|
$
|
|
$
|
|
Euronet’s EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, normally coinciding with the tourism season. Epay Segment is normally impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Also, epay sells large loyalty rewards campaigns to retailers, which could be deployed in any given quarter and will impact the activity in that quarter accordingly. Seasonality in the Money Transfer Segment varies by region of the world. In most markets, Euronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and its lowest transaction levels during the first quarter of the year.
7 |
(3) ACQUISITIONS
In accordance with ASC 805, the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. For certain large acquisitions, management engages an appraiser to assist in the valuation process.
On March 15, 2022, the Company completed the acquisition of the Merchant Acquiring Business of Piraeus Bank ("PBMA"). The acquisition includes
The purchase price was €
The acquisition has been accounted for as a business combination in accordance with U.S. GAAP and the results of operations have been included from the date of acquisition in the EFT Processing Segment.
The following table presents the final fair value that was allocated to PBMA's Euronet Merchant Services' (EMS) assets and liabilities based upon fair values as determined by the Company. The valuation process to determine the fair values is complete. For the year ended December 31, 2022, the Company made measurement period adjustments to reflect facts and circumstances in existence as of the effective time of the acquisition. These adjustments primarily included an adjustment to the accrued expenses and other current liabilities related to the surplus working capital of $
8 |
(in millions) |
|
As of March 15, 2022 |
||
Other current assets |
|
$ |
|
|
Settlement assets |
|
|||
Property and equipment |
|
|||
Intangible assets |
|
|||
Total assets acquired |
|
$ |
|
|
|
|
|
||
Trade accounts payable |
|
$ |
( |
) |
Settlement liabilities |
( |
) | ||
Accrued expenses and other current liabilities |
( |
) | ||
Deferred revenue |
( |
) | ||
Other long-term liabilities |
|
( |
) | |
Total liabilities assumed |
|
$ |
|
|
|
|
|
||
Goodwill |
|
|
||
|
|
|
||
Net assets acquired |
|
$ |
|
The fair value measurements of intangible assets were based on significant inputs not observable in the market and represent Level 3 measurements within the fair value hierarchy. Level 3 inputs include discount rates that would be used by a market participant in valuing these assets, projections of revenues and cash flows, and customer attrition rates, among others.
The Company acquired a customer relationship intangible asset with a fair value of $
Goodwill, with a value of $
The results of PBMA operations are included in the Company's consolidated results of operation, as part of the EFT Processing business segment, beginning on March 16, 2022. For the period beginning on the acquisition date through June 30, 2022, PBMA had $
9 |
As of
|
||||||||
(in millions)
|
June 30,
2023
|
December 31,
2022
|
||||||
Settlement assets:
|
||||||||
Settlement cash and cash equivalents
|
$
|
|
$
|
|
||||
Settlement restricted cash
|
|
|
||||||
Accounts receivable, net of credit losses of $
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total settlement assets
|
$
|
|
$
|
|
||||
Settlement obligations:
|
||||||||
Trade account payables
|
$
|
|
$
|
|
||||
Accrued expenses and other current liabilities
|
|
|
||||||
Total settlement obligations
|
$
|
|
$
|
|
As of
|
||||||||||||||||
(in millions)
|
June 30,
2023
|
December 31,
2022
|
June 30,
2022
|
December 31,
2021
|
||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Restricted cash
|
|
|
|
|
||||||||||||
ATM cash
|
|
|
|
|
||||||||||||
Settlement cash and cash equivalents
|
|
|
|
|
||||||||||||
Settlement restricted cash
|
|
|
|
|
||||||||||||
Cash and cash equivalents and restricted cash at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
(5) STOCKHOLDERS' EQUITY
Earnings (Loss) Per Share
Basic earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company’s common stock, assumed vesting of restricted stock units and the assumed conversion of the Company’s convertible debt, if such conversion would be dilutive.
10 |
(in millions) | Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||
|
2023
|
|
2022
|
|
|
|
2023
|
|
|
|
2022
|
||||
Computation of diluted earnings:
|
|||||||||||||||
Net income
|
$ |
|
$ |
|
|
|
$
|
|
|
|
$
|
|
|||
Add: Interest expense from assumed conversion of convertible notes, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income for diluted earnings per share calculation
|
$ |
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|||
Computation of diluted weighted average shares outstanding:
|
|||||||||||||||
Basic weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental shares from assumed exercise of stock options and vesting of restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental shares from assumed conversion of convertible debt
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
The table includes all stock options and restricted stock units that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings (loss) per share excludes stock options or shares of restricted stock units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately