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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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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☐
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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 28, 2020
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•
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Revenues of $527.8 million, a 24% decrease from $691.9 million (22% decrease on a constant currency(1) basis).
|
•
|
Operating loss of ($101.3) million, compared to operating income of $117.9 million.
|
•
|
Adjusted operating income(2) of $3.3 million (excluding a $104.6 million impairment of goodwill), a 97% decrease from $116.6 million (excluding a $1.3 million post-acquisition adjustment) (98% decrease on a constant currency basis).
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•
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Adjusted EBITDA(3) of $36.6 million, a 76% decrease from $150.4 million (75% decrease on a constant currency basis).
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•
|
Net loss attributable to Euronet of ($115.8) million or ($2.18) diluted loss per share, compared with net income of $68.2 million or $1.25 diluted earnings per share.
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•
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Adjusted earnings per share(4) of $0.04, a 98% decrease from $1.69.
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•
|
Euronet's cash and cash equivalents was $864.9 million and ATM cash was $410.5 million, totaling $1,275.4 million as of June 30, 2020, and availability under its revolving credit facilities was approximately $950 million.
|
The Company achieved consolidated revenue and adjusted EBITDA that exceeded what management anticipated in April by delivering the following results:
•
|
EFT constant currency revenue was 35% of prior year revenue, slightly below the anticipated 40% of prior year revenue due to continued border closures across the globe through the end of the second quarter. |
•
|
epay constant currency revenue grew 5% over the prior year, exceeding the anticipated 90% of prior year revenue from strong online and in-app sales of digital media products and continued retail sales of digital media products as a result of pharmacy, grocery and convenience channels being considered essential during the pandemic. |
•
|
Money Transfer constant currency revenue was 96% of prior year, exceeding the anticipated 80% of prior year as a result of the relaxation of certain shelter-in-place and work-place restrictions, unemployment rates decreasing as the quarter progressed and the Company's financial strength which provided for market share gains as competitors in the independent channel face financial and liquidity challenges. |
As the second quarter ended, epay transactions continued to trend higher, posting year-over-year weekly improvements from strong expansion of digital distribution of digital media products and continued strong retail sales. Money Transfer transactions were also trending higher, posting year-over-year weekly results better than the prior year as a result of employment rates rebounding slightly and the reopening of nearly all of the agent and retail locations following relaxation of governmental restrictions. Finally, at the end of the second quarter, EFT transactions were trending slightly better, but will likely remain depressed throughout 2020 due to slow openings for international and cross-border travelers across the globe.
Despite the impact of COVID-19 on the second quarter financial results and expected continued softness in the EFT Segment, the Company remains in a strong financial position to navigate the pandemic. Amid the improving trends there have been reportings of increases in COVID-19 cases in certain countries; accordingly, the Company remains cautiously optimistic about the prospects for the third quarter and beyond. To that end, with improving trends in epay and Money Transfer and continued cost reductions and careful expense management actions, the Company anticipates based on recent trends and current global COVID-19 management mandates that its third quarter adjusted EBITDA will be in the range of approximately $50 million to $70 million and the company will produce approximately $10 million to $30 million in cash from operations.
Due to the economic impacts of the COVID-19 pandemic, the Company recorded a $104.6 million non-cash goodwill impairment charge related to three business units. In the Money Transfer Segment, a charge of $82.7 million was recorded for xe as a result of declines in the international payments business stemming from economic uncertainty. In the EFT Segment, a charge of $14.0 million was recorded for Innova as a result of the decline in VAT refund activity directly related to the decline in international tourism within the European Union, and a charge of $7.9 million was recorded for Pure Commerce related to the decline in international tourism in Asia Pacific. In order to provide more comparable operating results, these impairment charges are excluded from second quarter 2020 adjusted operating income, adjusted EBITDA and adjusted EPS. Second quarter 2019 adjusted operating income, adjusted EBITDA and adjusted EPS also excludes a $1.3 million post-acquisition adjustment recorded in the EFT Segment.
Segment and Other Results
The EFT Processing Segment reports the following results for the second quarter 2020 compared with the same period or date in 2019:
|
|
•
|
Revenues of $78.5 million, a 66% decrease from $231.9 million (65% decrease on a constant currency basis).
|
•
|
Operating loss of ($56.6) million, compared with operating income of $76.5 million.
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•
|
Adjusted operating loss of ($34.7) million (excluding $21.9 million impairment of goodwill), compared with adjusted operating income of $75.2 million (excluding a $1.3 million post-acquisition adjustment).
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•
|
Adjusted EBITDA of ($14.8) million, a 116% decrease from $93.0 million (116% on a constant currency basis).
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•
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Transactions of 679 million, a 10% decrease from 752 million.
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•
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Operated 41,648 ATMs as of June 30, 2020, an 11% decrease from 46,636.
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•
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Revenues of $187.6 million, a 2% increase from $184.2 million (5% increase on a constant currency basis).
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•
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Operating income of $18.0 million, a 2% increase from $17.6 million (7% increase on a constant currency basis).
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•
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Adjusted EBITDA of $19.7 million, a 2% increase from $19.4 million (6% increase on a constant currency basis).
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•
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Transactions of 585 million, a 59% increase from 369 million.
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•
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Point-of-sale ("POS") terminals of approximately 703,000 as of June 30, 2020, a slight increase from approximately 700,000.
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•
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Retailer locations of approximately 324,000 as of June 30, 2020, a slight decrease from approximately 325,000.
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•
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Revenues of $262.8 million, a 5% decrease from $276.8 million (4% decrease on a constant currency basis).
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•
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Operating loss of ($55.2) million, compared with operating income of $35.3 million.
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•
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Adjusted operating income of $27.5 million (excluding $82.7 million impairment of goodwill), a 22% decrease from $35.3 million (22% decrease on a constant currency basis).
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•
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Adjusted EBITDA of $36.0 million, a 17% decrease from $43.4 million (16% decrease on a constant currency basis).
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•
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Total transactions of 25.8 million, an 11% decrease from 28.9 million.
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•
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Network locations of approximately 435,000 as of June 30, 2020, a 13% increase from approximately 385,000.
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(2) Adjusted operating income (loss) is defined as operating income (loss) excluding goodwill impairment charges and post-acquisition adjustments. Adjusted operating income (loss) represents a performance measure and is not intended to represent a liquidity measure.
EURONET WORLDWIDE, INC.
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|||||||
Condensed Consolidated Balance Sheets
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|||||||
(in millions)
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|||||||
As of
|
|||||||
June 30,
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As of
|
||||||
2020
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December 31,
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||||||
(unaudited)
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2019
|
||||||
ASSETS
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
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$
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864.9
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$
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786.1
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ATM cash
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410.5
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665.6
|
|
|||
Restricted cash
|
28.1
|
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34.3
|
|
|||
Settlement assets
|
892.7
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1,013.1
|
|
|||
Trade accounts receivable, net
|
114.8
|
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201.9
|
|
|||
Prepaid expenses and other current assets
|
240.8
|
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217.7
|
|
|||
Total current assets
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2,551.8
|
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2,918.7
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|
|||
Property and equipment, net
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355.3
|
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360.0
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|
|||
Right of use lease asset, net
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158.7
|
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377.5
|
|
|||
Goodwill and acquired intangible assets, net
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751.4
|
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885.6
|
|
|||
Other assets, net
|
144.3
|
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115.9
|
|
|||
Total assets
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$
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3,961.5
|
|
$
|
4,657.7
|
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|||||||
Settlement obligations
|
$
|
892.7
|
|
$
|
1,013.1
|
|
|
Accounts payable and other current liabilities
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483.8
|
|
481.5
|
|
|||
Current portion of operating lease liabilities
|
53.1
|
|
127.4
|
|
|||
Short-term debt obligations
|
7.4
|
|
12.0
|
|
|||
Total current liabilities
|
1,437.0
|
|
1,634.0
|
|
|||
Debt obligations, net of current portion
|
1,100.6
|
|
1,090.9
|
|
|||
Operating lease liabilities, net of current portion
|
100.5
|
|
242.0
|
|
|||
Capital lease obligations, net of current portion
|
8.5
|
|
8.1
|
|
|||
Deferred income taxes
|
55.8
|
|
56.1
|
|
|||
Other long-term liabilities
|
46.5
|
|
47.2
|
|
|||
Total liabilities
|
2,748.9
|
|
3,078.3
|
|
|||
Equity
|
1,212.6
|
|
1,579.4
|
|
|||
Total liabilities and equity
|
$
|
3,961.5
|
|
$
|
4,657.7
|
|
|
EURONET WORLDWIDE, INC.
|
|||||||
Consolidated Statements of Operations
|
|||||||
(unaudited - in millions, except share and per share data)
|
|||||||
Three Months Ended
|
|||||||
June 30,
|
|||||||
2020
|
2019
|
||||||
Revenues
|
$
|
527.8
|
|
$
|
691.9
|
|
|
Operating expenses:
|
|||||||
Direct operating costs
|
350.0
|
|
393.8
|
|
|||
Salaries and benefits
|
90.9
|
|
98.5
|
|
|||
Selling, general and administrative
|
53.4
|
|
53.9
|
|
|||
Impairment of goodwill
|
104.6
|
|
-
|
|
|||
Depreciation and amortization
|
30.2
|
|
27.8
|
|
|||
Total operating expenses
|
629.1
|
|
574.0
|
|
|||
Operating (loss) income
|
(101.3)
|
|
117.9
|
|
|||
Other income (expense):
|
|||||||
Interest income
|
0.2
|
|
|
0.5
|
|
||
Interest expense
|
(8.9)
|
|
(10.0)
|
||||
Loss on early retirement of debt
|
-
|
|
|
(8.9)
|
|||
Foreign currency exchange gain (loss)
|
2.5
|
|
(0.1)
|
|
|||
Other income
|
0.7
|
|
-
|
|
|||
Total other expense, net
|
(5.5)
|
(18.5)
|
|||||
(Loss) Income before income taxes
|
(106.8)
|
|
99.4
|
|
|||
Income tax expense
|
(8.9)
|
|
(31.3)
|
||||
Net (loss) income
|
(115.7)
|
|
68.1
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(0.1)
|
|
|
0.1
|
|
||
Net (loss) income attributable to Euronet Worldwide, Inc.
|
$
|
(115.8)
|
|
$
|
68.2
|
|
|
(Loss) earnings per share attributable to Euronet
|
|||||||
Worldwide, Inc. stockholders - diluted
|
$
|
(2.18)
|
|
$
|
1.25
|
|
|
Diluted weighted average shares outstanding
|
53,080,303
|
|
54,702,459
|
|
|||
EURONET WORLDWIDE, INC.
|
|||||||||||||||||||
Reconciliation of Net (Loss) Income to Operating (Loss) Income, Adjusted Operating (Loss) Income and Adjusted EBITDA
|
|||||||||||||||||||
(unaudited - in millions)
|
|||||||||||||||||||
Three months ended June 30, 2020
|
|||||||||||||||||||
EFT Processing
|
epay
|
Money Transfer
|
Corporate Services
|
Consolidated
|
|||||||||||||||
Net loss
|
$
|
(115.7)
|
|
||||||||||||||||
Add: Income tax expense
|
8.9
|
|
|||||||||||||||||
Add: Total other expense, net
|
5.5
|
|
|||||||||||||||||
Operating (loss) income
|
$
|
(56.6)
|
|
$
|
18.0
|
|
$
|
(55.2)
|
|
$
|
(7.5)
|
$
|
(101.3)
|
|
|||||
Add: Goodwill impairment charges
|
21.9
|
|
—
|
|
82.7
|
|
—
|
|
104.6
|
|
|||||||||
Adjusted operating (loss) income(1)
|
(34.7)
|
|
18.0
|
|
27.5
|
|
(7.5)
|
|
3.3
|
|
|||||||||
Add: Depreciation and amortization
|
19.9
|
|
1.7
|
|
8.5
|
|
0.1
|
|
30.2
|
|
|||||||||
Add: Share-based compensation
|
—
|
|
—
|
|
—
|
|
3.1
|
|
3.1
|
|
|||||||||
(Loss) earnings before interest, taxes, depreciation, amortization, share-based compensation and goodwill impairment charges (Adjusted EBITDA) (1)
|
$
|
(14.8)
|
|
$
|
19.7
|
|
$
|
36.0
|
|
$
|
(4.3)
|
$
|
36.6
|
|
|||||
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 post-acquisition adjustments (Adjusted EBITDA) (1)
|
$
|
93.0
|
|
$
|
19.4
|
|
$
|
43.4
|
|
$
|
(5.4)
|
$
|
150.4
|
|
EURONET WORLDWIDE, INC.
|
|||||||
Reconciliation of Adjusted Earnings per Share
|
|||||||
(unaudited - in millions, except share and per share data)
|
|||||||
Three Months Ended
|
|||||||
June 30,
|
|||||||
2020
|
2019
|
||||||
Net (loss) income attributable to Euronet Worldwide, Inc.
|
$
|
(115.8)
|
|
$
|
68.2
|
|
|
Foreign currency exchange (gain) loss
|
(2.5)
|
|
0.1
|
||||
Intangible asset amortization(1)
|
5.5
|
|
5.1
|
|
|||
Share-based compensation(2)
|
3.1
|
|
6.0
|
|
|||
Impairment of goodwill
|
104.6
|
|
—
|
|
|||
Post-acquisition adjustment(3)
|
—
|
|
(1.3)
|
|
|||
Non-cash interest accretion(4)
|
3.8
|
|
5.4
|
|
|||
Income tax effect of above adjustments(5)
|
2.8
|
(0.9)
|
|||||
Loss on early retirement of debt
|
—
|
|
8.9
|
|
|||
Non-cash GAAP tax expense(6)
|
0.6
|
|
3.3
|
|
|||
Adjusted earnings(7)
|
$
|
2.1
|
|
$
|
94.8
|
|
|
Adjusted earnings per share - diluted(7)
|
$
|
0.04
|
|
$
|
1.69
|
|
|
Diluted weighted average shares outstanding (GAAP)
|
53,080,303
|
|
54,702,459
|
|
|||
Effect of conversion of convertible debentures(8) |
—
|
|
1,244,122
|
|
|||
Effect of unrecognized share-based compensation on diluted shares outstanding
|
151,479
|
|
225,127
|
|
|||
Adjusted diluted weighted average shares outstanding
|
53,231,782
|
|
56,171,708
|
|
|||
|
|
|
|
|