UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-K
_________________________
(Mark One) | |||
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR | ||
For the fiscal year ended: December 31, | |||
OR | |||
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR | ||
For the transition period from to | |||
Commission File Number
001-31648001-31648
EURONET WORLDWIDE, INC.
(Exact name of Registrant as specified in its charter)
________________________
Delaware | 74-2806888 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Leawood, Kansas | 66211 | |
| (Address of principal executive offices) | (Zip Code) | |
(913)327-4200
Securities registered pursuant to Section 12(b)12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock | EEFT | Nasdaq Global Select Market |
1.375% Senior Notes due 2026 | EEFT26 | Nasdaq Global Market |
Securities registered pursuant to Section 12(g)12(g) of the Act: None
_________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑þ No ☐
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)15(d) of the Act. Yes ☐ No ☑
☐Noþ
Indicate by check mark whether the registrant (1)(1) has filed all reports required to be filed by Section 13 or 15(d)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)(2) has been subject to such filing requirements for the past 90 days. Yes ☑þ 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 .Yes ☑þ No ☐
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule 12b-212b-2 of the Exchange Act.
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 | ||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b-2 of the Act). Yes ☐ No ☑
As of June 28, 2019,30, 2020, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $8.8$4.8 billion. The aggregate market value was determined based on the closing price of the Common Stock on June 28, 2019.
As of February 28, 2020,19, 2021, the registrant had 53,519,85552,752,851 shares shares of Common Stock outstanding.
Documents Incorporated By Reference
Portions of the registrant's Proxy Statement for its 20202021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after December31 2019,, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.
| Item Number | Item Description | Page | |
| 2 | |||
| Item 1. | 2 | ||
| Item 1A. | 19 | ||
| Item 1B. | 33 | ||
| Item 2. | 33 | ||
| Item | 34 | ||
| Item 4. | 34 | ||
| 34 | |||
| Item 5. | 34 | ||
| Item 6. | 37 | ||
| Item 7. | 38 | ||
| Item 7A. | 61 | ||
| Item 8. | 63 | ||
| Item 9. | 113 | ||
| Item 9A. | 113 | ||
| Item 9B. | 114 | ||
| 114 | |||
| Item 10. | 114 | ||
| Item 11. | 114 | ||
| Item 12. | 114 | ||
| Item 13. | 114 | ||
| Item 14. | 114 | ||
| 115 | |||
| Item 15. | 115 | ||
| Signatures | 118 | ||
| 1 |
References in this report to “we,” “our,” “us,”"we," "our," "us," the “Company”"Company" and “Euronet”"Euronet" refer to Euronet Worldwide, Inc. and its subsidiaries unless the context indicates otherwise.
Business Overview
General Overview
Euronet is a leading electronic payments processing provider. We offer payment and transaction processing and distribution solutions to financial institutions, agents, retailers, servicemerchants, content providers, and individual consumers. Our primary product offerings include comprehensive automated teller machine (“ATM”("ATM"), point-of-sale (“POS”("POS"), card outsourcing, card issuing and merchant acquiring services; software solutions and cloud based payment solutions; electronic distribution of prepaid mobile airtime and other electronic payment products; foreign exchange services and global money transferinternational payment services.
Core Business Segments
We operate in the following three segments as of December 31, 2019:
The Electronic Fund Transfer ("EFT") Processing Segment processes transactions for a network of 46,07037,729 ATMs and approximately 340330,000,000 POS terminals across Europe, the Middle East, Asia Pacific, and Asia Pacific.the United States. We provide comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, and card issuing and merchant acquiring services. In addition to our core business, we offer a variety of value added services, including ATM and POS dynamic currency conversion ("DCC"), domestic and international ATM surcharge, advertising, customer relationship management (“CRM”("CRM"), mobile top-up, bill payment, fraud management, foreign remittance payout, cardless payout, banknote recycling solutions and tax-refund services. Through this segment, we also offer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems. In 20192020, the EFT Processing Segment accounted for approximately 32%19% of Euronet's consolidated revenues.
The epay Segment provides distribution and processing of prepaid mobile airtime and other electronic content and payment processing services for various prepaid products, cards and services throughout our worldwide distribution network. We operate a network that includes approximately 728,000748,000 POS terminals that enable electronic processing of prepaid mobile airtime “top-up”"top-up" services and other digital media content in Europe, the Middle East, Asia Pacific, the United States and South America. We also provide vouchers and physical gift fulfillment services in Europe, gift card distribution and processing services in most of our markets and digital code distribution in a growing number of markets. In 20192020, the epay Segment accounted for approximately 28%33% of Euronet's consolidated revenues.
| 2 |
- 1994 - Euronet was established
in 1994as Euronet Bank Access Kft., a Hungarian limited liability company.Operations began in 1995 when we established a processing center in Budapest, Hungary and installed our first ATMs in Hungary, followed by Poland and Germany in 1996. - 1997 - Euronet was reorganized in March 1997 in connection with its initial public offering, and at that time, our operating entities became wholly owned subsidiaries of Euronet Services, Inc., a Delaware corporation.
We changed our name from Euronet Services, Inc. to Euronet Worldwide, Inc. in August 2001.
Business Segment Overview
For a discussion of operating results by segment, please see Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 16,17, Business Segment Information, to the Consolidated Financial Statements.
EFT Processing Segment
Overview
Our EFT Processing Segment provides comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing;outsourcing, card issuing and merchant acquiring services. In addition to our core business, we offer a variety of value added services, including ATM and POS dynamic currency conversion,DCC, domestic and international surcharge, advertising, CRM, prepaid mobile top-up, bill payment, money transfer, fraud management, foreign remittance payout, cardless payout, banknote recycling solutions and tax-refund services. We provide these services either through our Euronet-owned Euronet-owned ATMs and POS terminals, through contracts under which we operate ATMs and POS terminals on behalf of our customers or, for certain services, as stand-alone products. Through this segment, we also offer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
Sources of Revenues
The primary sources of revenues generated by our ATM network are recurring monthly management fees, transaction-based fees, surcharges and margins earned on dynamic currency conversionDCC transactions. We receive fixed monthly fees under many of our outsourced management contracts. The EFT Processing Segment also generates revenues from POS operations and merchant management, card network management for credit, debit, prepaid and loyalty cards, prepaid mobile airtime recharge and other electronic content on ATMs and ATM advertising. We primarily service financial institutions in the developing markets of Central, Eastern and Southernacross Europe, (Hungary, Poland, the Czech Republic, Croatia, Romania, Serbia, Greece and Ukraine), the Middle East, and Asia Pacific, (India, China, Malaysia, Pakistan and the Philippines), as well as several developed countries in Western Europe.United States. As of December 31, 2019,2020, we operated 46,07037,729 ATMs compared to 40,35446,070 at December 31, 2018.2019. The increasedecrease was largely due to temporary closures of ATMs in response to the expansion of our ATM networks in Asia Pacific and Europe.COVID-19 pandemic.
| 3 |
We monitor the number of transactions made by cardholders on our network. These include cash withdrawals, balance inquiries, deposits, prepaid mobile airtime recharge purchases, dynamic currency conversionDCC transactions and certain denied (unauthorized) transactions. We do not bill certain transactions on our network to financial institutions, and we have excluded these transactions for reporting purposes. The number of transactions processed over our networks has increased over the last five years at a compound annual growth rate (“CAGR”("CAGR") of approximately 19.1%11.7% as indicated in the following table:
| (in millions) | 2015 | 2016 | 2017 | 2018 | 2019 |
| EFT Processing Segment transactions per year | 1,523 | 1,885 | 2,352 | 2,721 | 3,052 |
(in millions) | 2016 | 2017 | 2018 | 2019 | 2020 |
EFT Processing Segment transactions per year | 1,885 | 2,352 | 2,721 | 3,052 | 3,275 |
The increase in transactions for 2020 is the result of a significant increase in the volume of lower value, digitally-initiated payment processing transactions for an Asia Pacific customer's bank wallet and e-commerce site.
Our processing centers for the EFT Processing Segment are located in Martinsreid, Germany; Budapest, Hungary; Mumbai, India; Beijing, China;Germany, Hungary, India, China, and Karachi, Pakistan. Our processing centers run two types of proprietary transaction switching software: our legacy ITM software, which we have used and sold to banksfinancial institutions since 1998 through our Software Solutions unit, and a new,an innovative switching software package named “REN”"REN", which is hosted in Germany and India.India, that was released in 2017. The processing centers operatesoperate 24 hours a day, seven days a week. We have been progressively transitioning all of our networks to REN.
EFT Processing Products and Services
Outsourced Management Solutions
Euronet offers outsourced management solutions to financial institutions, merchants, mobile phone operators and other organizations using our processing centers' electronic financial transaction processing software. Our outsourced management solutions include management of existing ATM networks, development of new ATM networks, management of POS networks,
Our outsourced management solutions agreements generally provide for fixed monthly management fees and, in most cases, fees payable for each transaction. The transaction fees under these agreements are generally lower than those under card acceptance agreements.
Euronet-Branded ATM Transaction Processing
Our Euronet-branded ATM networks, also known as IAD networks, are primarily managed by a processing center that uses our internally developed software solutions. The ATMs in our IAD networks are able to process transactions for holders of credit and debit cards issued by or bearing the logos of financial institutions and international card organizations such as American Express®, Visa®, Mastercard®, Diners Club International®, Discover® and UnionPay International©, as well as international ATM networks such as PULSE®. This is accomplished through our agreements and relationships with these institutions, international credit and debit card issuers and international card associations.
| 4 |
When a bank cardholder conducts a transaction on a Euronet-owned ATM or automatedautomated deposit terminal, we receive a fee from the cardholder's bank for that transaction. The bank pays us this fee either directly or indirectly through a central switching and settlement network. When paid indirectly, this fee is referred to as the “interchange"interchange fee.”" All of the banks in a shared ATM and POS switching system establish the amount of the interchange fee by agreement. We receive transaction processing fees for successful transactions and, in certain circumstances, for transactions that are not completed because they fail to receive authorization. The fees paid to us by the card issuers are independent of any fees charged by the card issuers to cardholders in connection with the ATM transactions. In some cases, we may also charge a direct access fee or surcharge to cardholders at the ATM. The direct access fee is added to the amount of the cash withdrawal and debited from the cardholder's account.
We generally receive fees or earn margin from our customers for six types of ATM transactions:
- Cash withdrawals;
Card Acceptance or Sponsorship Agreements
Our agreements with financial institutions and international card organizations generally provide that all credit and debit cards issued by the financial institution or organization may be used at all ATMs that we operate in a given market. In most markets, we operate under sponsorship by our own e-money licensed entity, Euronet 360 Finance Limited ("E360").entities. In some markets, we have agreements with a financial institution under whichwhich we are designated as a service provider (which we refer to as “sponsorship agreements”"sponsorship agreements") for the acceptance of domestic cards and/or cards bearing international logos, such as Visa® and Mastercard.Mastercard®. These card acceptance or sponsorship agreements allow us to receive transaction authorization directly from the card issuing institution or international card organizations on a stand-in basis. Our agreements generally provide for a term of three to seven years and renew automatically unless either party providesprovides notice of non-renewal prior to the termination date. In some cases, the agreements are terminable by either party upon six months' notice. We are generally able to connect a financial institution to our network within 30 to 90 days of signing a card acceptance agreement. The financial institution provides the cash needed to complete transactions on the ATM, but we do provide a significant portion of the cash to our IAD network to fund ATM transactions ourselves. Euronet is generally liable for the cash in the ATM networks.
Under our card acceptance agreements, the ATM transaction fees we charge vary depending on the type of transaction and the number of transactions attributable to a particular card issuer. Our agreements generally provide for payment in local currency, though transaction fees are sometimes denominated in euros or U.S.
Dynamic Currency Conversion
We offer dynamic currency conversion, (“DCC”)or DCC, over our IAD networks, ATM networks that we operate on an outsourced basis for banks,financial institutions, and over banks'financial institutions' ATM networks or POS devices as a stand-alone service. DCC is a feature of the underlying ATM or POS transaction that is offered to customers completing transactions using a foreign debit or credit card issued in a country with a currency other than the currency where the ATM or POS is located. The customer is offered a choice between completing the transaction in the local currency or in the customer's home currency via a DCC transaction. If a cardholder chooses to perform a DCC transaction, the acquirer or processor performs the foreign exchange conversion at the time that the funds are delivered at an ATM or the transactions are completed through the POS terminal, which results in a pre-defined amount of the customer's home currency being charged to their card. Alternatively, the customer may have the transaction converted by the card issuing bank, in which the amount of local currency is communicated to the card issuing bank and the card issuing bank makes the conversion to the customer's home currency.
| 5 |
Other Products and Services
Our network of owned or operated ATMs allows for the sale of additional financial and other products or services at a low incremental cost. We have developed value added services in addition to basic cash withdrawal and balance inquiry transactions. These value added services include mobile top-up, fraud management, bill payment, domestic and international surcharge, CRM, foreign remittance payout, cardless payout, banknote recycling, electronic content, ticket and voucher, and advertising. We are committed to the ongoing development of innovative new products and services to offer our EFT processing customers.
Euronet offers multinational merchants a Single European Payments Area (“SEPA”("SEPA")-compliant cross-border transaction processing solution. SEPA is an area in which all electronic payments can be made and received in euros, whether between or within national boundaries, under the same basic conditions, rights and obligations, regardless of the location. This single, centralized acquiring platform enables merchants to benefit from cost savings and faster, more efficient payments transfer. Although many European countries are not members of the eurozone, our platform can serve merchants in these countries as well, through our multi-currency functionality.
Software Solutions
We also offer a suite of integrated software solutions for electronic payments and transaction delivery systems. We generate revenues for our software products from licensing, professional services and maintenance fees for software and sales of related hardware, primarily to financial institutions around the world.
We currently operate REN in our processing center to process payments for our own networks in Europe and we are progressively transitioning all our networks globally to REN. The private cloud architecture of REN allows us to simultaneously deploy REN across multiple physical locations.
EFT Processing Segment Strategy
The EFT Processing Segment maintains a strategy to expand the network of ATMs and POS terminals into developed and developing markets that have the greatest potential for growth. In addition, we follow a supporting strategy to increase the penetration of value added (or complementary) services across our existing customer base, including DCC, surcharge, cardless payment, banknote recycling solutions, tax refund services, advertising, fraud management, bill payment, mobile top-up, CRM and foreign remittance payout.
| 6 |
In recent years, the need for
Additional growth opportunities are driven through financial institutions that are receptive to outsourcing the operation of their ATM, POS and card networks. The operation of these devices requires expensive hardware and software and specialized personnel. These resources are available to us, and we offer them to our customers under outsourcing contracts. The expansion and enhancement of our outsourced management solutions in new and existing markets will remain an important business opportunity for Euronet. Increasing the number of non-owned ATMs and POS terminals that we operate under management services agreements and continued development of our credit and debit card outsourcing business could provide continued growth while minimizing our capital investment.
Complementary services offered by our epay Segment, where we provide prepaid mobile top-up services through POS terminals, strengthens the EFT Processing Segment's line of services. We plan to continue to expand our technology and business methods into other markets where we operate and further leverage our relationships with mobile phone operators and financial institutions to facilitate that expansion.
Seasonality
Our EFT Processing business experiences its heaviest demand for cash withdrawals and DCC during the third quarter of the fiscal year, coinciding with the tourism season. It is also 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 after the holiday season. This seasonality is increased due to our practice of
Significant Customers and Government Contracts
No individual customer of the EFT Processing Segment makes up greater than 10% of total consolidated revenues. In India, we have contracts with government-owned banks to provide certain ATM driving and transaction switching services and mobile airtime recharge services. Additionally, certain government-owned banks are members of our shared ATM network in
Competition
Our principal EFT Processing Segment competitors include ATM networks owned by financial institutions and national switches consisting of consortiums of local banks that provide outsourcing and transaction services to financial institutions and independent ATM deployers in a particular country. Additionally, large, well-financed companies that operate ATMs offer ATM network and outsourcing services, and those that provide card outsourcing, POS processing and merchant acquiring services also compete with us in various markets. Small local operators have also recently begun offering their services, particularly in the IAD market. None of these competitors has a dominant market share in any of our markets. Competitive advantages in our
| 7 |
Overview
We currently offer prepaid mobile airtime top-up services and other electronic content and payment processing services for various prepaid products, cards and services on a network of approximately 728,000748,000 POS terminals across approximately 339,000338,000 retailer locations in Europe, the Middle East, Asia Pacific, the United States and South America. Our processing centers for the epay Segment are located in Billericay,the U.K.; Martinsried, Germany; Hamburg, Germany; Milan, Italy; Buena Park, California, USA;, Germany, Italy, and Kansas City, Missouri, USA.the U.S.
Since 2003, we have expanded our prepaid business in new and existing markets by drawing upon our depth of experience to build and expand relationships with content providers, mobile phone operators and retailers. We offer a wide range of products across our retail networks, including prepaid mobile airtime, prepaid debit cards, prepaid gift cards, prepaid electronic content such as music, games and software, prepaid vouchers, transport payments, lottery payments, prepaid long distance and bill payment processing assistance through partnerships with various licensed money transmitters.
Sources of Revenues
The epay Segment generates commissions and processing fees from the distribution of electronic content and from telecommunications service providers for the sale and distribution of prepaid mobile airtime. In
Customers purchase digital media prepaid content as a gift or for self-use. Content is generally purchased in two ways:
Customers using mobile phones generally pay for usage in one of two ways:
Although mobile phone operators in the U.S. and certain European countries have provided service principally through postpaid accounts, the norm in many other countries in Europe and the rest of the world is to offer wireless service on a prepaid basis.
Prepaid mobile phone credits are generally distributed using personal identification numbers ("PINs"). We distribute PINs in two ways. First, we establish an electronic connection to the mobile operator and the retailer. When the sale to a customer is initiated, the terminal requests the PIN from the mobile operator via our transaction processing platform. These transactions obtain the PIN directly from the mobile operator. The customer pays the retailer and the retailer becomes obligated to make settlement to us of the principalpurchased amount of the mobile airtime sold.airtime. We maintain systems that know the amount of mobile top-up sold by the retailer which allows us in turn to bill that retailer for the mobile top-up sold.
Second, we purchase PINs from the mobile operator which are electronically sent to our processing platform. We establish an electronic connection with the POS terminals in retailer locations and our processing platform provides the terminal with a PIN when the mobile top-up is purchased. We maintain systems that monitor transaction levels at each terminal. As sales of prepaid mobile airtime to customers are completed, the inventory on the platform is reduced by the PIN purchased. The customer payment and settlement with the retailer are the same as described above.
| 8 |
We expand our distribution networks by signing new contracts with retailers, and in some markets, by acquiring existing networks. We continue to focus on growing our distribution network through independent sales organizations that contract directly with retailers in their network to distribute prepaid mobile airtime or other digital media content from the retailers' POS terminals. We continue to increase our focus on direct relationships with chains of supermarkets, convenience stores, gas stations, and other larger scale retailers, where we can negotiate multi-year agreements with the retailers on multi-year bases.
epay Products and Services
We process prepaid mobile airtime top-up transactions on our international POS network across Europe, the Middle East, Asia Pacific, North America and South America for two types of clients: distributors and retailers. Both types of client transactions start with a consumer in a retail store. The retailer uses a specially programmed POS terminal in the store, the retailer's electronic cash register (ECR) system, or web-based POS device that is connected to our network to buy prepaid mobile airtime. The consumer will select a predefined amount of mobile airtime from the carrier of choice, and the retailer enters the selection into the POS terminal. The consumer will pay that amount to the retailer (in cash or other payment methods accepted by the retailer). The POS device then transmits the selected transaction to our processing center. Using the electronic connection we maintain with the mobile phone operator or drawing from our inventory of PINs, the purchased amount of mobile airtime will be either credited to the consumer's account or delivered via a PIN printed by the terminal and given to the consumer. In the case of PINs printed by the terminal, the consumer must then call the mobile phone operator's toll-free number to activate the purchased airtime to the consumer's mobile account.
One difference in our relationships with various retailers and distributors is the way in which we charge for our services. For distributors and certain very large retailers, we charge a processing fee. However, the majority of our transactions occur with smaller retailers. With these clients, we receive a commission or discount on each transaction that is withheld from the payments made to the mobile phone operator, and we share that commission/discount with the retailers.
Closed Loop Gift Cards
Closed loop (private-branded) gift cards are generally described as merchant-specific prepaid cards, used for purchases exclusively at a particular merchant's locations. We distribute closed loop gift cards in various categories, including dining, retail, and digital media, such as music, games and software. Generally, the gift card is activated when a consumer loads funds (with cash, debit or credit card payment) or purchases a preloaded value gift card at a retail store location or online.
Open Loop Gift Cards
Open loop (network-branded) gift cards are prepaid gift cards associated with an electronic payment network (such as Visa® or Mastercard)Mastercard®) and are honored at multiple, unaffiliated locations (wherever cards from these networks are generally accepted). They are not merchant-specific. We distribute and issue single-use, non-reloadable open loop gift cards carrying the Visa® brand in our retail channels. After the consumer purchases the preloaded value gift card at a retail store location or online, the consumer must call the toll-free number on the back of the card to activate it.
Open Loop Reloadable
We distribute Visa® and Mastercard® issued debit cards provided by Green Dot, NetSpend and other card issuers. We also manage and distribute a proprietary debit card that allows a retailer to issue its own reloadable store-branded card. Open loop reloadable cards have features similar to a bank checking account, including direct deposit, purchasing capability wherever a credit card is accepted, bill payment and ATM access. Fees are charged to consumers for the initial load and reload transactions, monthly account maintenance and other transactions.
| 9 |
Our POS network is used for the distribution of other products and services, including games and software, bill payment, lottery tickets and transportation products. Through our Cadooz subsidiary, we also distribute vouchers and physical gifts into the business-to-business ("B2B") channel principally for the purposes of employee and customer incentives and rewards. In certain locations, the terminals used for prepaid services can also be used for electronic funds transfer to process credit and debit card payments for retail merchandise. We provide promotion and advertising for content providers of their prepaid
Retailer and Distributor Contracts
We provide our prepaid services through POS terminals or web-based POS devices installed in retail outlets or, in the case of major retailers, through direct connections between their ECR systems and our processing centers. In markets where we operate proprietary technology (the U.K., Germany, Australia, Poland, Ireland, New Zealand, Spain, Greece, India, Italy, Brazil and the U.S.), we generally own and maintain the POS terminals. In certain countries in Europe, the terminals are sold to the retailers or to distributors who service the retailer. Our agreements with major retailers for the POS services typically have one to three-year terms. These agreements include terms regarding the connection of our networks to the respective retailer's registers or payment terminals or the maintenance of POS terminals, and obligations concerning settlement and liability for transactions processed. Generally, our agreements with individual or small retailers have shorter terms and provide that either party can terminate the agreement upon three to six months' notice.
In Germany, distributors are key intermediaries in the sale of mobile top-up. As a result, our business in Germany is substantially concentrated in, and dependent upon, relationships with our major distributors. The termination of any of our agreements with major distributors could materially and adversely affect our prepaid business in Germany. However, we have been establishing agreements with independent German retailers in order to diversify our exposure to such distributors.
The number of transactions processed on our POS networknetworkshas increased over the last five years areat a compound annual growth rate ("CAGR") of approximately 13.1% as indicated in the table below:
| (in millions) | 2015 | 2016 | 2017 | 2018 | 2019 |
| epay processing transactions per year | 1,335 | 1,294 | 1,186 | 1,149 | 1,542 |
|
|
|
|
|
|
(in millions) | 2016 | 2017 | 2018 | 2019 | 2020 |
epay processing transactions per year | 1,294 | 1,186 | 1,149 | 1,542 | 2,395 |
The loss of a high-volume, low-margin customer in the Middle East in 2017 contributed to a decline in processing transactions in 2017 and 2018. The addition of a high-volume, low-margin market in India contributed to an overall increase in processing transactions in 2019.
epay Segment Strategy
Mobile top-up transactions are declining in many developed markets and transaction fees for mobile transactions are being compressed by the mobile operators. epay's strategy is to defend margins in developing markets by providing value added services to mobile operators and to decrease our reliance on mobile top-up by increasing distribution of other electronic content. New product initiatives focus on products such as gift card malls, prepaid debit cards, transport and electronic content, including music, software and games. Strategic execution behind new products includes the development of relationships with global consumer product brands. This strategy leverages the global scale of the epay business allowing global brands to be sold in many or all of the countries in which we have a presence. Examples of global brands we distribute include iTunes, Google Play, Sony, and Microsoft.
Telecommunications companies and other content providers have a substantial opportunity to increase revenues by diversifying the products and services currently offered to their retailers. epay is deploying additional content through its POS network to retailers and distributors all over the world. The reach, capabilities and quality of the epay network are appealing as a global distribution channel. We are one of the largest worldwide multi-country operators, and believe we have a distinct competitive advantage from the existing relationships that we maintain with prepaid content providers and retailers.
| 10 |
As the product mix continues to change, the epay business is impacted by seasonality during the fourth quarter and first quarter of each year due to the higher transaction levels during the holiday season and lower levels following the holiday season.
Significant Customers and Government Contracts
No individual customer of our epay Segment makes up greater than 10% of total consolidated revenues. epay has a contract for the technology and distribution infrastructure for six state-owned lotteries in Germany. In addition, epay has contracts with the state of Florida's (USA) Turnpike partners and Transurban Limited, the largest manager of toll road networks in Australia, Cubic supporting New South Wales Transport ticketing in Australia and with New Zealand Transport Authority, which operates all toll roads in New Zealand. In Germany, Cadooz has a contract with Deutsche Bahn, which is majority owned by the German state. We also have a contract for the distributionprocessing of mobile airtime with a Saudi company, which is majority owned by the Saudi government. There are no other government contracts in the epay Segment.
Competition
We face competition in the prepaid business in all of our markets. We compete with a few multinational companies that operate in several of our markets. In other markets, our competition is from smaller, local companies. The mobile operators in all of our markets have retail distribution networks, and in some markets, on-line distribution of their own through which they offer top-up services for their own products.
We believe our size and market share are competitive advantages in many markets. In addition, we believe our processing platforms are a competitive advantage. We have extremely flexible technical platforms that enable us to tailor POS solutions to individual retailers and mobile operator and digital media content provider requirements where appropriate. Our platforms are also able to provide value added services other than processing which makes us a more valuable partner to the content providers and retailers. We have introduced new digital products into the marketplace such as digital payment for online media subscriptions. Many of these products are not offered by our competitors and in many countries, these are new products. We are capitalizing on being the first to market for these products.
The principal competitive factors in the epay Segment include price (that is, the level of commission paid to retailers for each transaction), breadth of products and up-time offered on the system. Major retailers with high volumes are able to demand a larger share of the commission, which increases the amount of competition among service providers. We are seeing signs that some mobile operators are expanding their distribution networks to provide top-up services on-line or via mobile devices, which provides other alternatives for consumers to use.
Money Transfer Segment
Overview
We provide global money transfer services primarily under the brand names Ria, IME, AFEX, and xe. Ria and IME provide consumer-to-consumer money transfer services through a global network of more than 464
In addition, we provide global account-to-account money transfer services under the brand name xe. We offer money transfer services via our websites (www.xe.com and https://transferxe.com) and through customer service representatives. xe also provides foreign currency exchange information on its currency data websites (www.xe.com and www.x-rates.com). Through xe, we offer cash management solutions and foreign currency risk management services to small-and-medium sized businesses.
| 11 |
We monitor the number of transactions made through our money transfer networks. The number of transactions processed on our network has increased over the last five years at a CAGR of approximately 13.7%7.2% as indicated in the following table:
| (in millions) | 2015 | 2016 | 2017 | 2018 | 2019 |
| Money transfer transactions per year | 68.7 | 82.3 | 92.2 | 107.6 | 114.5 |
| |||||
|
|
|
|
|
|
(in millions) | 2016 | 2017 | 2018 | 2019 | 2020 |
Money transfer transactions per year | 82.3 | 92.2 | 107.6 | 114.5 | 116.5 |
Our sending agent network includes a variety of agents, including Walmart, large/medium size regional retailers, convenience stores, bodegas, multi-service shops and phone centers, which are predominantly found in areas with a large immigrant population. Each Ria money transfer transaction is processed using Euronet's proprietary software system and checked for security, completeness and compliance with federal and state regulations at every step of the process. Senders can track the
We are one of the largest global money transfer companies measured by revenues and transaction volumes. Our Money Transfer Segment processed approximately $54 billion in money transfers in 2019.
Sources of Revenues
Revenues in the Money Transfer Segment are derived through the charging of a transaction fee, as well as a margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to customers at retail exchange rates. Sending agents and receiving agents for consumer-to-consumer products each earn fees for cash collection and distribution services. Euronet recognizes these fees as direct operating costs at the time of sale.
Money Transfer Products and Services
Money transfer products and services are sold primarily through three channelschannels: at agent locations, Company-owned stores and on internet enabled devices at riamoneytransfer.com, online.imeremit.com, xe.com, and https://transferxe.com (online transactions).
Through our TeleRia service, customers connect to our call center from a telephone available at an agent location and a representative collects the information over the telephone and enters it directly into our secure proprietary system. As soon as the data capture is complete, our central system automatically faxes a confirmation receipt to the agent location for the customer to review and sign and the customer pays the agent the money to be transferred, together with a fee. The agent then faxes the signed receipt back to Ria to complete the transaction.
Through our Walmart-2-Walmart Money Transfer Service, which allows customers to transfer money to and from Walmart stores in the U.S., our Ria business executes the transfers with Walmart serving as both the sending agent and payout correspondent. Ria earns a significantly lower margin from these transactions than its traditional money transfers; however, the arrangement adds a significant number of transactions to
In addition to money transfers, Ria also offers customers bill payment services, payment alternatives such as money orders, comprehensive check cashing services for a wide variety of issued checks, along with competitive foreign currency exchange services and mobile top-up. These services are all offered through our Company-owned stores while select services are offered through our agents in certain markets.
Ria money orders are widely recognized and exchanged throughout the United States. Our check cashing services cover payroll and personal checks, cashier checks, tax refund checks, government checks, insurance drafts and money orders. Our bill payment services offer timely posting of customer bills for over 8,0007,000 companies, including electric and gas utilities and telephone/wireless companies. Bill payment services are offered primarily in the U.S.
| 12 |
xe offers account-to-account international payment service to high-income individuals and small-and-medium sized businesses, complementing our existing consumer-to-consumer money transfer business. xe has a multi-channel platform which allows customers to make transfers, track payments and manage their international payment activity online or through a customer service representative. xe offers cash management solutions and foreign currency risk management services to small-and-medium sized businesses. xe also offers foreign currency exchange subscriptions and advertising on its websites.
Money Transfer Segment Strategy
The Money Transfer Segment's strategy is to increase the volume of money transfers processed by leveraging our existing banking and merchant/retailer relationships to expand our agent and correspondent networks in existing corridors. In addition, we pursue expansion into high-potential money transfer corridors from the U.S. and internationally beyond the traditional U.S. to Mexico corridor. Further, we expect to continue to take advantage of cross-selling opportunities with our epay and EFT Processing Segments by providing prepaid services through our stores and agents and offering our money transfer services at select prepaid retail locations and ATMs we operate in key markets. We will continue to make investments in our systems to support this growth. Additionally, we are expanding our xe business into new markets.
Seasonality
Our money transfer business is significantly impacted by seasonality that varies by region. In most of our markets, we experience increased money transfer transaction levels during the month of May and in the fourth quarter of each year, coinciding with various holidays. Additionally, in the U.S. to Mexico corridor, we usually experience our heaviest volume during the May through October time frame, coinciding with the increase in worker migration patterns and various holidays, and our lowest volumes during the first quarter.
Significant Customers and Government Contracts
No individual customer of our Money Transfer Segment makes up greater than 10% of total consolidated revenues. The Money Transfer Segment maintains correspondent relationships with a number of financial institutions whose ownership includes governments of the correspondents' countries of origin. Those countries include Armenia, Austria, Bangladesh,Belarus, Belgium, Benin, Bhutan, Bolivia, Bosnia-Herzegovina, Botswana, Burkina Faso, Burundi,Cameroon, Cape Verde, Chad, China, Costa Rica, Cote d'Ivoire, Cuba, Djibouti, Dominican Republic, Ecuador, Egypt, El Salvador, Eritrea, Ethiopia, Fiji, Gabon, Gambia, Georgia, Ghana, Guatemala, Mali, Mauritania, Mexico, Pakistan, Philippines, Poland, Romania, Saudi Arabia, Senegal, Tunisia, Uganda, Ukraine, Vietnam, Burkina Faso, El Salvador, Gambia, Georgia, Guinea, Guinea - Bissau, Honduras, India, Indonesia, Italy, Jordan, Kenya, Kyrgyzstan, Laos, Liberia, Madagascar, Malaysia, Mali, Mauritania, Mauritius, Mexico, Moldova, Morocco, Myanmar, Niger, Nigeria, Pakistan, Philippines, Poland, Romania, Rwanda, Saudi Arabia, Serbia, Senegal, Sri Lanka, Suriname, Tanzania, Thailand, Togo, Tunisia, Turkey, Uganda, Ukraine, Uzbekistan, Vietnam, Yemen, Zambia, and Zambia.
Competition
Our primary competitors in the money transfer and bill payment business include other large money transfer companies and electronic money transmitters, together with hundreds of smaller registered and unregistered money transmitters, as well as certain major national and regional banks, financial institutions and independent sales organizations. Our competition includes The Western Union Company, the leading competitor with revenue approximately two times greater than our revenue. The Western Union Company has a significant competitive advantage due to its greater resources and access to capital for expansion. This may allow them to offer better pricing terms to customers, agents or correspondents, which may result in a loss of our current or potential customers or could force us to lower our prices. In addition to traditional money payment services, new technologies are emerging that compete with traditional money payment services, such as stored-value cards, debit networks, and web-based services and digital currencies. Our continued growth also depends upon our ability to compete effectively with these alternative technologies.
| 13 |
Employees
We had approximately 8,17,70000, 7,1007,700 and 6,6007,100 employees as of December 31, 2020, 2019,, 2018, and 2017,2018, respectively. We believe our future success will depend in part on our ability to continue to recruit, retain and motivate qualified management, technical and administrative employees. Currently, no union represents any of our employees, except in one of our Spanish subsidiaries. We experienced no work stoppages or strikes by our workforce in 2020 2019and we consider relations with our employees to be good.
As discussed below, many of our business activities are subject to regulation in our current markets. In the Money Transfer Segment, we are subject to a wide variety of laws and regulations of the U.S., individual U.S. states and foreign governments. These include international, federal and state anti-money laundering and sanctions laws and regulations, money transfer and payment instrument licensing laws, escheat laws, laws covering consumer privacy, data protection and information security and consumer disclosure and consumer protection laws. Our operations have also been subject to increasingly strict requirements intended to help prevent and detect a variety of illegal financial activity, including money laundering, terrorist financing, unauthorized access to personal customer data and other illegal activities. The more significant of these laws and regulations are discussed below. Noncompliance with these laws and requirements could result in the loss or suspension of licenses or registrations required to provide money transfer services through retail agents, Company owned stores or online. For more discussion, see Item 1A - Risk Factors.
Any further expansion of our activity into areas that are qualified as “financial activity”"financial activity" under local legislation may subject us to licensing and we may be required to comply with various conditions to obtain such licenses. Moreover, the interpretations of bank regulatory authorities as to the activity we currently conduct might change in the future. We monitor our business for compliance with applicable laws or regulations regarding financial activities.
Certain of our European product offerings, including in particular, our money transfer services, merchant acquiring and bill payment products, are regulated payment services requiring a license under the Second Payment Services Directive, or PSD2, which replaced the Payment Services Directive, or PSD, effective January 13, 2018. Key changes made by PSD2 to PSD include: creation of two new payment service types, extension of PSD rules on transparency to additional transactions not previously covered by PSD; enhanced cooperation and information exchange between authorities in the context of authorization and supervision of payment institutions and electronic money institutions; and increased obligations around the management of operational and security risk and the notification of incidents, increased obligations relating to complaints handling and additional requirements regarding payment security.
PSD2 requires a license to perform certain defined "payment services" in a European country, whichEconomic Area (“EEA”) Member State and such license may be extended throughout theother Member States of the EEA through passporting.passporting of the license (either on a freedom of service or freedom of establishment basis). Conditions for obtaining the license include minimum capital requirements, establishment of procedures for safeguarding of funds, and certain governance and reporting requirements. In addition, certain obligations relating to internal controls and the conduct of business, in particular, consumer disclosure requirements and certain rules regarding the timing and settlement of payments, must be met. We have payment institution licenses in the U.K., France, Germany, and Spain and are complying with these requirements. To date,Traditionally, we have passported our U.K., German and Spanish payment services authorizations to several Member StatesStates. As a result of Brexit, our U.K, payment institution is no longer capable of passporting its license in to the EEA and the relevant EEA business was transferred to our Spanish authorizationother licenses prior to several host Member States.the end of the Brexit transition period. Additionally, in the U.K., we have obtained an e-money license under the 2EMD.license. The e-money license allows Euronet to issue e-money and provide the same payment services as a PSD2 licensee.The e-money license imposes certain requirements similar to those of the payment services license, including minimum capital requirements, consumer disclosure and internal controls and can becontrols. Prior to the end of the Brexit transition period, our e-money license was passported tointo over twenty-five EEA Member States. OurAs a result of Brexit, we have restructured the regulated services provided by our U.K. e-money license holder is currently operatinginstitution in over twenty-onethe EEA Member States.
| 14 |
Licensing requirements in the U.S. are generally driven by the various state banking departments regulating the businesses of money transfers and issuances of payment instruments. Typical requirements include the meeting of minimum net worth requirements, maintaining permissible investments (e.g., cash, agent receivables, and government-backed securities) at levels commensurate with outstanding payment obligations and the filing of a security instrument (typically in the form of a surety bond) to offset the risk of default of trustee obligations by the license holder. We are required by many state regulators to submit ongoing reports of licensed activity, most often on a quarterly or monthly basis, that address changes to agent and branch locations, operating and financial performance, permissible investments and outstanding transmission liabilities. These periodic reports are utilized by the regulator to monitor ongoing compliance with state licensing laws. A number of major state regulators also conduct periodic examinations of license holders and their authorized delegates, generally with a frequency of every one to two years. Examinations are most often comprehensive in nature, addressing both the safety and soundness and overall compliance by the license holder with regard to state and federal regulations. Such examinations are typically performed on-site at the license holder's headquarters or operations center; however, certain states may choose to perform examinations off-site as well.
Money transmitters, issuers of payment instruments and their agents are required to comply with U.S. federal, state and/or foreign anti-money laundering laws and regulations. In summary, our Money Transfer Segment, as well as our agent network, is subject to regulations issued by the different state and foreign national regulators who license us, the Office of Foreign Assets
A similar set of regulations applies to our money transfer businesses in most of the foreign countries in which we originate transactions. These laws and regulations include monetary limits for money transfers into or out of a country, rules regarding the foreign currency exchange rates offered, as well as other limitations or rules for which we must maintain compliance.
Regulatory bodies in the U.S. and abroad may impose additional rules on the conduct of our Money Transfer Segment that could have a significant impact on our operations and our agent network. In this regard, the U.S. federal government has implemented U.S. federal regulations for electronic money transfers, including the Electronic Fund Transfer Act, which provides consumer protections for international remittance transfers. The Consumer Financial Protection Bureau ("CFPB"), adopted a rule that provides additional protections for consumers who transmit money internationally, including disclosure requirements, cancellation rights and error resolution procedures for consumer complaints. Under U.S. federal law, it is unlawful for any provider of consumer financial products or services to engage in unfair, deceptive or abusive acts or practices (collectively, "UDAAPs"). The CFPB has rule making and enforcement authority to prevent UDAAPs in connection with transactions for consumer financial products or services. The CFPB audits our compliance with these rules, and we may be subject to fines or penalties for violations of any of such rules.
Escheat Regulations
Our Money Transfer Segment is subject to the unclaimed or abandoned property (i.e., “escheat”"escheat") regulations of the United States and certain foreign countries in which we operate. These laws require us to turn over property held by Euronet on behalf of others remaining unclaimed after specified periods of time (i.e., “dormancy”"dormancy" or “escheat”"escheat" periods). Such abandoned property is generally attributable to the failure of beneficiary parties to claim money transfers or the failure to negotiate money orders, a form of payment instrument. We have policies and programs in place to help us monitor the required information relating to each money transfer or payment instrument for possible eventual reporting to the jurisdiction from which the order was originally received. In the U.S., reporting of unclaimed property by money service companies is performed annually, generally with a due date of on or before November 1. State banking department regulators will typically include a review of Euronet escheat procedures and related filings as part of their examination protocol.
| 15 |
Our
The GDPR establishes stringent requirements for the collection and processing of personal information of individuals within the E.U. The GDPR establishes certain rights of individuals regarding personal information processed by companies as well as requirements for information security, and imposes significant fines that may be revenue-based for violation of its requirements. Any failure on our part to meet the requirements of the GDPR could result in the imposition of fines and penalties that could affect our financial results.
Recently, as identity theft has been on the rise, there has been increased public attention to concerns about information security and consumer privacy, accompanied by laws and regulations addressing the issue. We believe we are compliant with these laws and regulations; however, this is a rapidly evolving area and there can be no assurance that we will continue to meet the existing and new regulations, which could have a material, adverse impact on our Money Transfer Segment business.
Anti-corruption and Bribery
We are subject to the Foreign Corrupt Practices Act ("FCPA"), which prohibits U.S. and other business entities from making improper payments to foreign government officials, political parties or political party officials. We are also subject to the
Sanctions Compliance
In addition to anti-money laundering laws and regulations, our products and services are subject to economic and trade sanctions laws and regulations promulgated by OFAC and other jurisdictions in which our products and services are offered.The sanctions laws and regulations prohibit or restrict transactions to or from (or dealings with or involving) certain countries, regions, governments, and in certain circumstances, specified foreign nationals, as well as with certain individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations. These sanctions laws and regulations require screening of transactions against government watch-lists, including but not limited to, the watch-lists maintained by OFAC, and include transactional and other reporting to government agencies.
Compliance Policies and Programs
We have developed risk-based policies and programs to comply with existing and new laws, regulations and other requirements outlined above, including having dedicated compliance personnel, training programs, automated monitoring systems and support functions for our offices and agents. To assist in managing and monitoring our money laundering and terrorist financing risks, we continue to have our compliance programs, in many countries, independently examined on an annual basis. In addition, we continue to enhance our anti-money laundering and counter-terrorist financing compliance policy, procedures and monitoring systems, as well as our consumer protection policies and procedures.
| 16 |
Intellectual Property
Each of our three operating segments utilizes intellectual property which is protected in varying degrees by a combination of trademark, patent and copyright laws, as well as trade secret protection, license and confidentiality agreements.
The brand names of “Ria,” “Ria"Ria," "Ria Financial Services,” “Ria" "Ria Envia,” “xe,”" "xe," "AFEX," "IME," derivations of those brand names and certain other brand names are material to our Money Transfer Segment and are registered trademarks and/or service marks in most of the markets in which our Money Transfer Segment operates. Consumer perception of these brand names is important to the growth prospects of our money transfer business. We also hold a U.S. patent on a card-based money transfer and bill payment system that allows transactions to be initiated primarily through POS terminals and integrated cash register systems.
With respect to our EFT Processing Segment, we have registered or applied for registration of our trademarks, including the names “Euronet”"Euronet" and “Bankomat”"Bankomat" and/or our blue diamond logo, as well as other trade names in most markets in which these trademarks are used. Certain trademark authorities have notified us that they consider these trademarks to be generic and, therefore, not protected by trademark laws. This determination does not affect our ability to use the Euronet trademark in those markets, but it would prevent us from stopping other parties from using it in competition with Euronet. We have registered the “Euronet”"Euronet" trademark in the class of ATM machines in Germany, the U.K. and certain other Western European countries. We have filed pending applications and/or obtained patents for a number of our new software products and our processing technology, including certain top-up services and DCC services.
With respect to our epay Segment, we maintain registered trademarks for the "epay" brand and logo in the U.S., U.K., E.U. (through a Community Trademark application, which provides enforceability of the epay trademark in all member states of the European Union), Brazil, Australia and New Zealand. We have filed trademark applications for the “epay” brand in the U.S., U.K., the E.U. through a Community Trademark application, Brazil, India Australia and New Zealand. The epay trademark has issued to registration in the U.S., U.K., the E.U., Australia, New Zealand and Brazil.Singapore. The trademark applicationapplications in India isboth countries are still pending.
Additionally, we have filed a trademark application for the “epay” brand with the Madrid Protocol, which, if granted, will simplify the process to extending the international protection of the epay trademark. We cannot be certain that we are entitled to use the epay trademark in any markets other than those in which we have registered the trademark.trademark; however, before entering new markets, we conduct searches to understand our usage rights. We have filed patent applications for some of ourcertain POS top-up and certain other products in support of epay technology. Certain patents have been granted while others have been refused or are still pending. We also hold a patent license covering certain of epay's operations in the U.S.
Technology in the areas in which we operate is developing very rapidly, and we are aware that many other companies have filed patent applications for products, processes and services similar to those we provide. The procedures of the U.S. patent office make it impossibledifficult for us to predict whether our patent applications will be approved or will be granted priority dates that are earlier than other patents that have been filed for similar products or services. Moreover, many “process patents”"process patents" have been filed in the U.S. over recent years covering processes that are in wide use in the money transfer, EFT and prepaid processing industries. If any of these patents are considered to cover technology that has been incorporated into our systems, we may be required to obtain additional licenses and pay royalties to the holders of such patents to continue to use the affected technology or be prohibited from continuing the offering of such services if licenses are not obtained. This could materially and adversely affect our business.
| 17 |
Information about our Executive Officers
The name, age, period of service and position held by each of our Executive Officers as of February 28, 202019, 2021 are as follows:
Name | Age | Served Since | Position Held |
Michael J. Brown | 64 | July 1994 | Chairman, Chief Executive Officer and President |
Rick L. Weller | 63 | November 2002 | Executive Vice President - Chief Financial Officer |
Scott D. Claassen | 54 | May 2020 | General Counsel and Secretary |
Kevin J. Caponecchi | 54 | July 2007 | Executive Vice President - Chief Executive Officer, epay, Software and EFT Asia Pacific Division |
Juan C. Bianchi | 50 | April 2007 | Executive Vice President - Chief Executive Officer, Money Transfer Segment |
Nikos Fountas | 57 | September 2009 | Executive Vice President - Chief Executive Officer, EFT Europe, Middle East and Africa Division |
Martin L. Bruckner | 45 | January 2014 | Senior Vice President - Chief Technology Officer |
MICHAEL J. BROWN, Chairman, Chief Executive Officer and President. Mr. Brown is one of the founders of Euronet and has served as our Chairman of the Board and Chief Executive Officer since 1996, and has served as President since December 2014. He also co-founded our predecessor company in 1994. Mr. Brown has been a Director of Euronet since our incorporation in December 1996 and previously served on the boards of Euronet's predecessor companies. In 1979, Mr. Brown founded Innovative Software, Inc., a computer software company that was merged in 1988 with Informix. Mr. Brown served as President and Chief Operating Officer of Informix from February 1988 to January 1989. He served as President of the Workstation Products Division of Informix from January 1989 until April 1990. In 1993, Mr. Brown was a founding investor of Visual Tools, Inc. Visual Tools, Inc. was acquired by Sybase Software in 1996. Mr. Brown received a B.S. in Electrical Engineering from the University of Missouri - Columbia in 1979 and a M.S. in Molecular and Cellular Biology at the University of Missouri - Kansas City in 1997.
RICK L. WELLER, Executive Vice President, Chief Financial Officer. Mr. Weller has been Executive Vice President and Chief Financial Officer of Euronet since he joined Euronet in November 2002. From January 2002 to October 2002, he was the sole proprietor of Pivotal Associates, a business development firm. From November 1999 to December 2001, Mr. Weller held the position of Chief Operating Officer of ionex telecommunications, inc., a local exchange company. He is a certified public accountant and received his B.S. in Accounting from the University of Central Missouri.
SCOTT D. CLAASSEN, General Counsel. Counsel and Secretary. Mr. NewmanClaassen has been Executive Vice President and General Counsel and Secretary of Euronet since January 2000. He joined Euronetjoining the Company in December 1996 as Vice President and General Counsel.May 2020. Prior to this, he practiced corporate law with the Washington, D.C. based law firm of Arent Fox Kintner Plotkin & KahnStinson LLP and the Paris based law firm of Salans Hertzfeld & Heilbronn.Shook, Hardy and Bacon LLP. He is a member of the District of Columbia, California and Paris, France bars.Missouri bar. He received a B.A.B.S. in Political Science and FrenchAgriculture from Ohio University in 1976 and law degrees from OhioKansas State University, andan MBA from the University of Paris.
KEVIN J. CAPONECCHI, Executive Vice President, Chief Executive Officer, epay, Software and EFT Asia Pacific Division. Mr. Caponecchi joined Euronet in July 2007 and served as President until assuming his current role in December 2014. Prior to joining Euronet, Mr. Caponecchi served in various capacities with subsidiaries of General Electric Company for 17 years. From 2003 until June 2007, Mr. Caponecchi served as President of GE Global Signaling, a provider of products and services to freight, passenger and mass transit systems. From 1998 through 2002, Mr. Caponecchi served as General Manager - Technology for GE Consumer & Industrial, a provider of consumer appliances, lighting products and electrical products. Mr. Caponecchi holds degrees in physics from Franklin and Marshall College and industrial engineering from Columbia University.
| 18 |
JUAN C. BIANCHI, Executive Vice President - Chief Executive Officer, Money Transfer Segment. Mr. Bianchi joined Euronet subsequent to the acquisition of Ria in 2007. Prior to the acquisition, Mr. Bianchi served as the Chief Executive Officer of Ria and has spent his entire career at either Ria or AFEX Money Express, a money transfer company purchased by Ria's founders. Mr. Bianchi began his career at AFEX in Chile in 1992, joined AFEX USA's operations in 1996, and became chief operating officer of AFEX-Ria in 2003. Mr. Bianchi studied business at the Universidad Andres Bello in Chile and completed the Executive Program in Management at UCLA's John E. Anderson School of Business.
NIKOS FOUNTAS, Executive Vice President - Chief Executive Officer, EFT Europe, Middle East and Africa Division. Mr. Fountas has been Executive Vice President of the Company's EFT Processing Segment in Europe since December 2012. Mr. Fountas joined Euronet subsequent to the Company's 2005 acquisition of Instreamline S.A. (now Euronet Card Services) in Greece. He served as managing director of the Company's Greece EFT subsidiary, responsible for Euronet's European card processing and cross-border acquiring operations until September 2009. In September 2009, Mr. Fountas took over responsibilities as managing director of Euronet's Europe EFT Processing Segment. Prior to joining Euronet, Mr. Fountas spent over 20 years working in management and executive-level positions in the IT field for several companies, including IBM for 12 years. He has a degree in computer science (Honors) from York University in Canada and post graduate studies in business administration from Henley Management School and IBM Business Professional Institute.
MARTIN L. BRUCKNER, Senior Vice President - Chief Technology Officer. Mr. Bruckner has been Senior Vice President and Chief Technology Officer of Euronet since January 2014. Mr. Bruckner joined Euronet in 2007 as head of software development and IT operations for Transact GmbH. In 2009, he was promoted to Chief Technology Officer of Euronet's epay segment. Prior to joining Euronet, Mr. Bruckner established his own IT company called MLB Development GmbH, where he developed software systems for various European companies. Mr. Bruckner has more than 20 years of software development experience and published his first software product (BBS systems) at the age of 15. He received a Doctorate of Law from the University of Rostock and a law degree from the University of Bielefeld.
Our Website addresses are www.euronetworldwide.com and www.eeft.com. We make available all SEC public filings, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") on our Websites free of charge as soon as reasonably practicable after these documents are electronically filed with, or furnished to, the SEC. The information on our Websites is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the SEC. In addition, our SEC filings are made available via the SEC's EDGAR filing system accessible at www.sec.gov.
The charters for our Audit, Compensation, and Corporate Governance and Nominating Committees, as well as the Code of Business Conduct & Ethics for our employees, including our Chief Executive Officer and Chief Financial Officer, are available on our Website at www.euronetworldwide.com in the “For Investors”"For Investors" section under "Document"Corporate Governance / Documents and Charters".
Our operations are subject to a number of risks and uncertainties, including those described below. You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not necessarily organized in order of priority or probability.
If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our Common Stock could decline substantially.
This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below and elsewhere in this Annual Report.
| 19 |
OurBecause we are a multinational company conducting a complex business may suffer fromin manymarkets worldwide, we are subject to legal and operational risks related to acquisitions a broad array of local legal and potential futureacquisitions.
Operating outside of the U.S. creates difficulties associated with our international operations, as well as complying with local legal and regulatory requirements. We operate financial transaction processing networks that offer new products and services to customers, and the laws and regulations in the markets in which we operate evolve and are subject to rapid change. Although we have knowledgeable local staff in countries in which we deem it appropriate, we cannot assure you that we will continue to be ablefound to successfully integrate,be operating in compliance with all applicable customs, currency exchange control, data protection, anti-money laundering, sanctions, employment, transfer pricing and other laws or otherwise realize anticipated benefitsregulations to which we may be subject. We also cannot assure you that these laws will not be modified in ways that may adversely affect our business.
For our epay Segment, as we continue to expand our electronic payment product offerings, certain of those products may become regulated by state, federal or foreign laws, rules and regulations, including the U.S. CFPB. New product offerings may be considered to be money transfer related products which would require licensure for entities distributing or processing such products. If such products become more highly regulated and ultimately require licensure, our epay business may be adversely affected. Further, if regulations regarding the expiration of gift vouchers change in the countries where we offer them, the revenue epay recognizes from our recent acquisitions or any future acquisitions. Failureunredeemed vouchers may be negatively affected.
Our money transfer services are subject to successfully integrate or otherwise realizeregulation by the anticipated benefitsU.S. states in which we operate, by the U.S. federal government and the governments of the other countries in which we operate. Changes in the laws, rules and regulations of these acquisitions could adversely impact our long-term competitivenessgovernmental entities, and profitability. The integration of any future acquisitions will involve a number of risks that could harm our financial condition, results of operations and competitive position. In particular:
A prolonged economic slowdown or lengthy or severe recession in
Additionally, the U.S. orelsewhere could harm our operations.
In March 2018, the E.U. proposed additional regulations on cross border transactions within the E.U., including specific regulations on DCC. In December 2018, the European Commission, European Council and European Parliament agreed to
The E.U. has variable interest rates. Increases in variable interest rates will increasepassed a regulation called the amountGDPR that establishes stringent requirements for the collection and processing of interest expensepersonal information of individuals within the E.U. The GDPR came into effect across the E.U. on May 25, 2018. The GDPR established stringent requirements for the collection and processing of personal information of individuals within the E.U., established certain rights of individuals regarding personal information processed by companies as well as requirements for information security and imposed significant fines that we paymay be revenue-based for our borrowings and have a negative impactviolation of its requirements. The GDPR applies to transfers of personal information from the E.U. to countries outside the E.U., including the U.S.Any failure on our resultspart to meet the requirements of operations.
We conduct a significant portion of our business in Central and Eastern European countries, and we have subsidiaries in the Middle East, Asia Pacificand South America, where the risk of continued political, economic andregulatory change that could impact our operating results is greater than inthe U.S. or Western Europe.
| 20 |
We have subsidiaries in Central and Eastern Europe, the Middle East, Asia Pacific and South America. We expect to continue to expand our operations to other countries in these regions. Some of these countries have undergone significant political, economic and social change in recent years and the risk of new, unforeseen changes in these countries remains greater than in the U.S. or Western Europe. In particular, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our business, growth, financial condition or results of operations.
For example, currently there are no limitations in any of the countries in which we have subsidiaries on the repatriation of profits from these countries, but foreign currency exchange control restrictions, taxes or limitations may be imposed or tightened in the future with regard to repatriation of earnings and investments from these countries. If exchange control restrictions, taxes or limitations are imposed or tightened, our ability to receive dividends or other payments from affected subsidiaries could be reduced, which may have a material adverse effect on us. As discussed under "Liquidity and Capital Resources" in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, under existing U.S. tax laws, repatriation of certain assets to the U.S. could have adverse tax consequences.
In addition, corporate, contract, property, insolvency, competition, securities and other laws and regulations in many of the countries in which we operate have been, and continue to be, substantially revised. Therefore, the interpretation and procedural safeguards of the new legal and regulatory systems are in the process of being developed and defined, and existing laws and regulations may be applied inconsistently. Also, in some circumstances, it may not be possible to obtain the legal remedies provided for under these laws and regulations in a reasonably timely manner, if at all.
We conduct business in many international markets with complex and evolving tax rules, including value added tax rules, which subjects us to international taxcompliance risks which could adversely affect our operating results.
While we obtain advice from legal and tax advisors as necessary to help assure compliance with tax and regulatory matters, most tax jurisdictions that we operate in have complex and subjective rules regarding the valuation of intercompany services, cross-border payments between affiliated companies and the related effects on income tax, value added tax (“VAT”), transfer tax and share registration tax. Our foreign subsidiaries frequently undergo VAT reviews, and from time to time undergo comprehensive tax reviews and may be required to make additional tax payments should the review result in different interpretations, allocations or valuations of our services.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or other similar anti-corruption laws.
Our operations in countries outside the United States are subject to anti-corruption laws and regulations, including restrictions imposed by the FCPA. The FCPA and similar anti-corruption laws in other jurisdictions, such as the U.K. Bribery Act, generally prohibit companies and their intermediaries from making improper payments to government officials or employees of commercial enterprises for the purpose of obtaining or retaining business. We operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.
Our employees and agents interact with government officials on our behalf, including as necessary to obtain licenses and other regulatory approvals necessary to operate our business, import or export equipment, employ expatriates and resolve tax disputes. We also have a number of contracts with foreign governments or entities owned or controlled by foreign governments. These interactions and contracts create a risk of violation of the FCPA or other similar laws.
| 21 |
Our operating results in the money transfer business may be harmed if there are adverse changes in worker immigration patterns, our ability to expand our share of theexisting electronic market and to expand into new markets and our ability tocontinue complying with regulations issued by the OFAC, BSA, FINCEN, USA PATRIOT Act regulations, the Dodd-Frank Act or any other existing or futureregulations that impact any aspect of our money transfer business.
Our money transfer business primarily focuses on workers who migrate to foreign countries in search of employment and then send a
SUPPLY CHAIN AND THIRD PARTIES
Because we typically enter into short-term contracts with content providers andretailers, our epay business is subject to rapid change. Althoughthe risk of non-renewal of thosecontracts, or renewal under less favorable terms.
Our contracts with content providers to distribute and process content, including prepaid mobile airtime top-up services, typically have terms of less than three years. Many of those contracts may be canceled by either party upon three months' notice. Our contracts with content providers are not exclusive, so these providers may enter into contracts with other service providers. In addition, our service contracts with major retailers typically have terms of one to three years, and our contracts with smaller retailers typically may be canceled by either party upon three to six months' notice. The cancellation or non-renewal of one or more of our significant content provider or retail contracts, or of a large enough group of our contracts with smaller retailers, could have a material adverse effect on our business, financial condition and results of operations. The renewal of contracts under less favorable payment terms, commission terms or other terms could have a material adverse impact on our working capital requirements and/or results from operations. In addition, our contracts generally permit operators to reduce our fees at any time. Commission revenue or fee reductions by any of the content providers could also have a material adverse effect on our business, financial condition or results of operations.
| 22 |
The stability and growth of our EFT Processing Segment may be adversely affected if we are unable to maintainour current card acceptance and ATM management agreements with banks andinternational card organizations, and to secure new arrangements for cardacceptance and ATM management.
The stability and future growth of our EFT Processing Segment depends in part on our ability to sign card acceptance and ATM management agreements with banks and international card organizations. Card acceptance agreements allow our ATMs to accept credit and debit cards issued by banks and international card organizations. ATM management agreements generate service income from our management of ATMs for banks.
These agreements have expiration dates, and banks and international card organizations are generally not obligated to renew them. Our existing contracts generally have terms of five to seven years and a number of them expire or are up for renewal each year. In some cases, banks may terminate their contracts prior to the expiration of their terms. We cannot assure you that we will be able to continue to sign or maintain these agreements on terms and conditions acceptable to us or that international card organizations will continue to permit our ATMs to accept their credit and debit cards. The inability to continue to sign or maintain these agreements, or to continue to accept the credit and debit cards of local staffbanks and international card organizations at our ATMs in countriesthe future, could have a material adverse effect on our business, growth, financial condition or results of operations.
In some cases, we are dependent upon international card organizations andnational transaction processing switches to provide assistance in obtainingsettlement from card issuers of funds relating to transactions on our ATMs, and any failure by them to provide the required cooperation could result in our inability to obtain settlement of funds relating to transactions.
Our ATMs dispense cash relating to transactions on credit and debit cards issued by banks. We have in place arrangements for the settlement to us of all of those transactions, but in some cases, we do not have a direct relationship with the card-issuing bank and rely for settlement on the application of rules that are administered by international card associations (such as Visa® or Mastercard®) or national transaction processing switching networks. If a bankcard issuer fails to settle transactions in accordance with those rules, we are dependent upon cooperation from such associations or switching networks to enforce our right of settlement against such associations. Failure by such organizations or switches to provide the required cooperation could result in our inability to obtain settlement of funds relating to transactions and adversely affect our business. Moreover, international card associations and issuers of their cards (and, in the case of Visa, member banks) have the ability to change or apply their rules in ways that could negatively impact our business. As an example, DCC is not permitted on certain cards in certain geographic territories, and the scope of such restrictions could be extended. Any such change or application of the rules of international card associations could materially and adversely affect our business.
We could incur substantial losses if one of the third party depositoryinstitutions or financial institutions we use in our operations were to fail.
As part of our business operations, we maintain cash balances at third party depository institutions. We could incur substantial losses if a financial institution in which we deem it appropriate,have significant deposits fails.
Our money transfer business involves transferring funds internationally and is dependent upon foreign and domestic financial institutions, including our competitors, to execute funds transfers and foreign currency transactions. Changes to existing regulations of financial institution operations, such as those designed to combat terrorism or money laundering, could require us to alter our operating procedures in a manner that increases our cost of doing business or to terminate certain product offerings. In addition, as a result of existing regulations and/or changes to those regulations, financial institutions could decide to cease providing the services on which we depend, requiring us to terminate certain product offerings.
| 23 |
Under the laws of some countries, only a licensed financial institution may operate ATMs. Because we are not a licensed financial institution outside of the E.U. we are required to have a ''sponsor'' bank to conduct ATM operations in those countries. In addition, in all of our non-E.U. markets, the rules governing national transaction switching networks owned or operated by banks, and other international financial transaction switching networks operated by organizations such as Citibank, Visa® and Mastercard®, require any company sending transactions through these switches to be a bank or a technical service processor that is approved and monitored by a bank. As a result, the operation of our ATM network in many of our markets depends on our ability to secure these ''sponsor'' arrangements with financial institutions.
To date, we have been successful in reaching contractual arrangements that have permitted us to operate in all of our target markets. However, we cannot assure you that we will continue to be foundsuccessful in reaching these arrangements, and it is possible that our current arrangements will not continue to be operating in compliance with all applicable customs, currency exchange control, data protection, employment, transfer pricing and other laws or regulations to which we may be subject. We also cannot assure you that these laws will not be modified in ways that may adversely affect our business.
We rely on third party financial institutions to provide us with a portion of the E.U.cash required to operate our ATM networks in certain countries. If these institutions were unable or unwilling to provide us with the cash necessary to operate our ATM networks, we would be required to locate additional alternative sources of cash to operate these networks.
In our EFT Processing Segment, we primarily rely on third party financial institutions in certain countries in Europe and Asia Pacific to provide us with the cash required to operate our ATM networks. Under our agreements with these providers, we pay fees or interest, which is generally variable and could increase, based on the total amount of cash we are using from such provider at a given time, as well as other costs such as bank fees and cash transportation costs. As of December 31, 2020, the amount of cash used in our ATM networks under these supply agreements was approximately $616.3 million. Before the cash is disbursed to ATM customers, beneficial ownership of the cash is generally retained by the cash providers, and we have no access or proprietary rights to the United Statescash.
Our existing agreements with cash providers are generally multi-year agreements that expire at various times. However, each provider may have the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events beyond our control, including certain bankruptcy events affecting us or our subsidiaries, or a breach of the terms of our cash provider agreements.
If any of our cash supply providers were to demand return of their cash or terminate their agreements with us and remove their cash from our ATM devices, or if they fail to provide us with the cash our operations require, our ability to operate the ATM networks to which the provider supplies cash would be jeopardized, and we would need to locate additional alternative sources of cash, including, potentially the increased use of our own cash. Under those circumstances, the terms and conditions of the new or renewed agreements could potentially be less favorable to us, which would negatively impact our results of operations. Furthermore, restrictions on our access to cash to supply our ATMs could severely restrict our ability to keep our ATMs operating, which could subject us to performance penalties under our contracts with our customers.
We have encountered difficulty in obtaining cash supply arrangements in certain of our markets, including Greece, and directly provide cash for our ATM transactions in those markets. While the amounts involved are currently well within our capabilities given our cash flows and available financing, any failure to renew a major cash supply arrangement could require that we commit significant financial resources to the supply of cash to our ATM networks, which could adversely impact our results of operations.
If we are unable to maintain our money transfer agent and correspondentnetworks, our business may be adversely affected.
| 24 |
CORPORATE GROWTH STRATEGIES
Our business may suffer from risks related to acquisitions and potential futureacquisitions.
A substantial portion of our growth has been due to acquisitions, and we continue to evaluate and engage in discussions concerning potential acquisition opportunities, some of which could be material. We cannot assure you that we will be able to successfully integrate, or otherwise realize anticipated benefits from, our recent acquisitions or any future acquisitions. Failure to successfully integrate or otherwise realize the anticipated benefits of these acquisitions could adversely impact our long-term competitiveness and profitability. The integration of any future acquisitions will involve a number of risks that could harm our financial condition, results of operations and competitive position. In particular:
- The integration plans for our acquisitions are based on benefits that involve assumptions as to future events, including our ability to successfully achieve anticipated synergies, leveraging our existing relationships, as well as general business and industry conditions, many of which are beyond our control and may not materialize. Unforeseen factors may offset components of our integration plans in whole or in part. As a result, our actual results may vary considerably, or be considerably delayed, compared to our estimates;
- The integration process could disrupt the activities of the businesses that are being combined. The combination of companies requires, among other things, coordination of administrative and other functions. In addition, the loss of key employees, customers or vendors of acquired businesses could materially and adversely impact the integration of the acquired businesses;
- The execution of our integration plans may divert the attention of our management from other key responsibilities;
- We may assume unanticipated liabilities and contingencies; or
- Our acquisition targets could fail to perform in accordance with our expectations at the time of purchase.
Future acquisitions may be effected through the issuance of our common stock or securities convertible into our common stock, which could substantially dilute the ownership percentage of our current stockholders. In addition, shares issued in connection with future acquisitions could be publicly tradable, which could result in a material decrease in the market price of our common stock. Certain factors on which our ability to expand each of our divisions is dependent are set forth at Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Opportunities and Challenges. If any of such factors impede our ability to expand our businesses, our results of operations and financial condition could be materially and adversely affected.
Our operating results depend, in part, on the volume of transactions on ATMs in our network and the fees we can collect from processing these transactions. We generally have little control over the ATM transaction fees established in the markets where we operate, and therefore, cannot control any potential reductions in these fees which may adversely affect our results of operations.
Transaction fees from banks, customers and international card organizations for transactions processed on our ATMs have historically accounted for a substantial portion of our revenues. These fees are set by agreement among all banks in a particular market. The future operating results of our ATM business depend on the following factors:
• the acceptance of our ATM processing and management services in our target markets;
• the maintenance of the level of transaction fees we receive;
• the continued use of our ATMs by credit and debit cardholders; and
• our ability to generate revenues from interchange fees and from other value added services, including dynamic currency conversion.
| 25 |
The amount of fees we receive per transaction is set in various ways in the markets in which we do business. We have card acceptance agreements or ATM management agreements with some banks under which fees are set. However, we derive a significant portion of our revenues in many markets from interchange fees, surcharges or cash withdrawal related services that are set by the central ATM processing switch or various card organizations. The banks that participate in these switches or the card organizations that enable the services or transactions set the interchange fee and/or establish the rules regarding the services allowed, and we are not in a position in any market to greatly influence these fees or rules, which may change over time. A significant decrease in the interchange fee, or limitations placed on our ability to offer value added services via our ATM network, in any market could adversely affect our results in that market.
Although we believe that the volume of transactions in developing countries may increase due to growth in the number of cards being issued by banks in these markets, we anticipate that transaction levels on any given ATM in developing markets will not increase significantly. We can attempt to improve the levels of transactions on our ATM network overall by acquiring good sites for our ATMs, eliminating poor locations, entering new, less-developed markets and adding new transactions, including new value added services, to the sets of transactions that are available on our ATMs. However, we may not be successful in materially increasing transaction levels through these measures. Per-transaction fees paid by international card organizations have declined in certain markets in the past and competitive factors have required us to reduce the transaction fees we charge customers. If we cannot continue to increase our transaction levels and per-transaction fees generally decline, our results would be adversely affected.
If consumer confidence in our business or brands declines, ourbusiness may be adversely affected.
Our business relies on customer confidence in our brands and our ability to provide efficient and reliable products and services across each of our segments. For our Money Transfer division, a decline in customer confidence in our business or brands, or in traditional money transfer providers as a means to transfer money, may adversely impact transaction volumes which would, in turn, be expected to adversely impact our business and possibly result in recording charges for the impairment of goodwill and/or other long-lived assets.
CAPITAL MARKETS AND ECONOMIC CONDITIONS
The outbreak of COVID-19 (coronavirus) has negatively impacted and could continue to negatively impact the global economy. In addition, the COVID-19 pandemic could disrupt or otherwise negatively impact global credit markets and our operations, including the demand for our products and services.
The significant outbreak of COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could continue to negatively impact the global economy. In addition, the global and regional impact of the outbreak, including official or unofficial quarantines and governmental restrictions on activities taken in response to such event, has had, and could continue to have a negative impact on our operations, reduced consumer demand for our products and services due to reduced consumer traffic in, or closure of, retail and other locations where our products and services are offered, including voluntary or mandatory temporary closures of our facilities or those of our agents or customers; interruptions in our supply chain, which could impact the cost or availability of equipment; disruptions or restrictions on our ability to travel or to market and distribute our products and services; and labor shortages.
For example, the COVID-19 pandemic has resulted in travel restrictions within and between countries, including mandatory quarantine requirements for travelers from certain locations, and varying degrees of “sheltering in-place” and other social distancing orders in most of the countries where we operate, then itdo business. Among other things, these orders restrict which businesses are allowed to be open and the conditions under which they are allowed to operate. Although the majority of these orders went into effect at the end of February 2020 and throughout various times in March 2020, new orders continue to be implemented, or reinstated, as the pandemic spreads around the global and new hot spots flare up. These travel restrictions and orders, as well as increased unemployment and general economic uncertainty caused by the pandemic, have negatively impacted our financial results. The EFT operating segment has experienced declines in DCC and surcharge transaction volumes as the factors noted above have reduced these high-margin transactions on our network of ATMs. For the epay and Money Transfer operating segments, the disruption in business of the retailers and agents that offer our services and products may adversely affect their ability to remain in business and/or timely remit payments owed to us. All of these factors, in turn, may not only impact our operations, financial condition and demand for our products and services but our overall ability to react timely to mitigate the impact of this event.
| 26 |
The extent and potential impact of the COVID-19 outbreak on our operational and financial performance will depend on future developments, including the duration, severity and spread of the virus, the speed and effectiveness of rollouts for vaccines and treatments, actions that may be taken by governmental authorities and the impact on our supply chain, customers, operations, workforce and the financial markets, all of which are highly uncertain and cannot be predicted. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.
We are subject to business cycles, seasonality and other outside factors thatmay negatively affect our business.
A recessionary economic environment in any of our markets or other outside factors could have a negative impact on banks, mobile phone operators, content providers, retailers and our individual customers and could reduce the level of transactions in all of our divisions, which would, in turn, negatively impact our financial results. If banks, mobile phone operators and content providers experience decreased demand for their products and services, or if the locations where we provide services decrease in number, we will process fewer transactions, resulting in lower revenues. In addition, a recessionary economic environment could reduce the level of transactions taking place on our networks, which will have a negative impact on our business.
Our experience is that the level of transactions on our networks is also subject to substantial seasonal variation. In the EFT Processing Segment, mostly in Europe, we usually experience our heaviest demand for dynamic currency conversion during the third quarter of the fiscal year, coinciding with the tourism season in Europe. As a result, our revenues earned in the third quarter of the year will usually be greater than other quarters of the fiscal year. Additionally, transaction levels have consistently been higher in the fourth quarter of the fiscal year due to increased use of ATMs, prepaid products and money transfer services during the holiday season. Generally, the level of transactions drops in the first quarter, during which transaction levels are generally the lowest we experience during the year, which reduces the level of revenues that we record.In the Money Transfer Segment, we experience increased transaction levels during the May through October timeframe, coinciding with certain holidays and the increase in worker migration patterns. As a result of these seasonal variations, our quarterly operating results may fluctuate materially and could lead to volatility in the price of our shares.
Additionally, economic or political instability, wars, civil unrest, terrorism, epidemics (including but not limited to, Coronavirus outbreak) and natural disasters may make money transfers to, from or within a particular country more difficult. The inability to timely complete money transfers could adversely affect our business.
Economic cycles may lead us to recognize impairment charges related to long-lived assets and goodwill recorded in connection with our acquisitions, which would adversely impact our results of operations.Our total assets include approximately $787.7 million, or 16% of total assets, in goodwill and acquired intangible assets recorded as a result of acquisitions. We assess our goodwill, intangible assets and other long-lived assets as and when required by accounting principles generally accepted in the U.S. to determine whether they are impaired. For example, during 2020, we incurred goodwill and acquired intangible asset impairment charges of $106.6 million. If operating results in any of our key markets, including Australia, Germany, Greece, Malaysia, India, New Zealand, the U.S., U.K., Poland and Romania, deteriorate or our plans do not progress as expected when we acquired these entities, or if capital markets depress our value or that of similar companies, we may be required to record additional impairment write-downs of goodwill, intangible assets or other long-lived assets. This could have a material adverse effect on our results of operations and financial condition.
| 27 |
As of December 31, 2020, total liabilities were $3,480.8 million, of which $1,437.6 million represents long-term debt obligations, and total assets were $4,926.7 million. We may not have sufficient funds to satisfy all such obligations as a result of a variety of factors, some of which may be beyond our control. If the opportunity of a strategic acquisition arises or if we enter into new contracts that require the installation or servicing of infrastructure, such as processing centers, ATM machines or POS terminals on a faster pace than anticipated, we may be required to incur additional debt for these purposes and to fund our working capital needs, including ATM network cash, which we may not be able to obtain. The level of our indebtedness could have important consequences to investors, including the following:
• our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements or other purposes may be limited or financing may be unavailable;
• a portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other obligations and will not be available for use in our business;
• our level of indebtedness could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we provide operate;
• our services level of indebtedness will make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations; and
• because a portion of our debt bears interest at a variable rate of interest, our actual debt service obligations could increase as a result of adverse changes in interest rates.
If we fail to make required debt payments, or if we fail to comply with other covenants in our debt service agreements, we would be in default under the terms of these agreements. This default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have.
Restrictive covenants in our credit facilities may adversely affect us. Our Credit Facility contains two financial covenants that we must meet as defined in the agreement: (1) Consolidated Total Leverage Ratio, and (2) Consolidated Interest Coverage Ratio. To remain in compliance with our debt covenants, we may be required to increase Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), repay debt, or both. We cannot assure you that we will have sufficient assets, liquidity or EBITDA to meet or avoid these obligations, which could have an adverse impact on our financial results.
Our ability to secure additional financing for growth or to refinance any of our existing debt is also dependent upon the availability of credit in the marketplace, which has experienced severe disruptions in the past. If we are unable to secure additional financing or such financing is not available at acceptable terms, we may be unable to secure financing for growth or refinance our debt obligations, if necessary.
Because we derive our revenues from a multitude of countries with different currencies, our business may be adversely affected by local inflation and foreign currencyexchange rates and policies.
We report our results in U.S. dollars, although a majority of our income is realized in foreign currencies. As exchange rates among the U.S. dollar, the euro, and other currencies fluctuate, the impact of these fluctuations may have a material adverse effect on our results of operations or financial condition as reported in U.S. dollars.
| 28 |
Our Money Transfer Segment is subject to foreign currency exchange risks because our customers deposit funds in one currency at our retail and agent locations worldwide or in an online account and we typically deliver funds denominated in a different, destination country currency. Although we use foreign currency derivative contracts to mitigate a portion of this risk, we cannot eliminate all of the exposure to the impact of changes in foreign currency exchange rates for the period between collection and disbursement of the money transfers.
Our business may be adversely affected if recent developments to applicable data protection regulations in the European Union require us to cease the transfer of personal data from the European Union to the United States.
In July 2020, the European Court of Justice invalidated the EU-US Privacy Shield as a lawful mechanism for transferring personal data to the US as a result of concerns related to surveillance by law enforcement agencies and a lack of judicial redress by individuals in the EU (known as the “Schrems II” decision). Euronet has relied on an alternate mechanism of personal data transfer, called the Standard Contractual Clauses (“SCCs”), since the enforcement of GDPR in 2018. In November 2020, the European Data Protection Board issued a series of recommendations regarding supplementary measures to the SCCs, which Euronet is currently implementing. Our money transfer business relies on the transfer of personal data of individuals in the EU to the US to enable payment of money remittance transactions to beneficiaries through our correspondent network. If we are unable to transfer personal data from the EU to the US or other countries where we operate, then it could affect the manner in which we provide our services and adversely affect our financial results.
Because our business is highly dependent on the proper operation of ourcomputer networks and telecommunications connections, significant technicaldisruptions to these systems would adversely affect our revenues and financialresults.
Our business involves the operation and maintenance of sophisticated computer networks and telecommunications connections with financial institutions, mobile phone operators, other content providers, retailers and agents. This, in turn, requires the maintenance of computer equipment and infrastructure, including telecommunications and electrical systems, and the integration and enhancement of complex software applications. There are operational risks inherent in this type of business that can result in the temporary shutdown of part or all of our processing systems, such as failure of electrical supply, failure of computer hardware, security breaches and software errors. Any operational problem in our processing centers may have various mechanismsa significant adverse impact on the operation of our networks. Even with disaster recovery procedures in place, these risks cannot be eliminated entirely, and any technical failure that prevents operation of our systems for a significant period of time will prevent us from processing transactions during that period of time and will directly and adversely affect our revenues and financial results.
We are subject to discourage takeover attempts, whichsecurity breaches of our systems. Any such breach mayreduce or eliminate cause us to incur financial losses, liability, harm to our stockholders'reputation, litigation, regulatory enforcement actions and limitations on our ability to sell their sharesconduct our businesses.
| 29 |
Any breach in our security systems could result in the perpetration of fraudulent financial transactions for which we may bear the liability. We are insured against various risks, including theft and negligence, but such insurance coverage is subject to deductibles, exclusions and limits that may leave us bearing some or all of any losses arising from security breaches.
We also collect, transfer and retain personal data as
In addition to electronic fraud issues and breaches of our systems, the possible theft and vandalism of ATMs or cash in the ATMs present risks for our ATM business. We install ATMs at high-traffic sites and consequently our ATMs are exposed to theft and vandalism, and to attacks whereby the security of the ATM is breached electronically by transmitting a command to the ATM to dispense cash without a card being present.We constantly monitor ATM security and take measures to protect our systems from such attacks and other breaches, but we cannot be certain that our measures will be effective against new, rapidly developing methods used by criminal elements. Although we are insured against such risks, deductibles, exclusions or limitations in such insurance may leave us bearing some or all of any losses arising from theft or vandalism of ATMs or loss of cash due to security breaches of our ATM networks. In addition, we have experienced increases in claims under our insurance, which has increased our insurance premiums.
Failures of third-party service providers we rely upon could lead to financial loss.
We rely on third party service providers to support key portions of our operations. We also rely on third party service providers to provide part or all of certain services we deliver to customers. While we have selected these third-party vendors carefully, we do not control their actions. A failure of these services by a third party could have a material impact upon our delivery of services to customers. Such a failure could lead to damage claims, loss of customers, and reputational harm, depending on the duration and severity of the failure. Third parties perform significant operational services on our behalf. These third-party vendors are subject to similar risks as us relating to cybersecurity, breakdowns or failures of their own systems or employees. One or more of our vendors may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the third-party vendor. Certain of our vendors may have limited indemnification obligations or may not have the financial capacity to satisfy their indemnification obligations. If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, our customers could be negatively impacted and it could have a material adverse effect on our business.
COMPETITIVE LANDSCAPE
Our competition in the EFT Processing Segment, epay Segment and Money Transfer Segment includes large, well-financed companies and financial institutionslarger than us with earlier entry into the market. As a result, we may lack thefinancial resources and access to capital needed to capture increased marketshare.share.
| 30 |
Money Transfer Segment - Our primary competitors in the money transfer and bill payment business include other large money transfer companies and electronic money transmitters, as well as certain major national and regional banks, financial institutions and independent sales organizations. Our competitors include The Western Union Company and MoneyGram International Inc. The Western Union Company has a significant competitive advantage due to its greater resources and access to capital for expansion. This may allow them to offer better pricing terms to customers, which may result in a loss of our current or potential customers or could force us to lower our prices. Either of these actions could have an adverse impact on our revenues. In addition, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies that provide improved functionality and features to their product and service offerings. If successful, their development efforts could render our product and service offerings less desirable, resulting in the loss of customers or a reduction in the price we could demand for our services. In addition to traditional money payment services, new technologies are emerging that may effectively compete with traditional money payment services, such as stored-value cards, debit networks, web-based services and digital currencies. Our continued growth depends upon our ability to compete effectively with these alternative technologies.
credit risks occurring at the retailer, correspondent and/or consumer level, which could adversely affect our results of operations.
Developments in payments could materially reduce our transaction levels and revenues.
Certain developments in the field of payments may reduce the need for ATMs, prepaid product POS terminals and money transfer agents. An example of this type of development is the use of near field technology in retail transactions, which if widely accepted in a market reduces the need for cash and can negatively impact the level of ATM transactions in that market. Advances in biometric payment solutions could have similar adverse impacts. These developments may reduce the transaction levels that we experience on our networks in the markets where they occur. Financial institutions, retailers and agents could elect to increase fees to their customers for using our services, which may cause a decline in the use of our services and have an adverse effect on our revenues. If transaction levels over our existing network of ATMs, POS terminals, agents and other distribution methods do not increase, growth in our revenues will depend primarily on increased capital investment for new sites and developing new markets, which reduces the margin we realize from our revenues.
The mobile phone industry is a rapidly evolving area, in which technological developments, in particular the development of new billing models (such as "all you can eat" plans) and distribution methods or services, may affect the demand for other services in a dramatic way. The development of any new models or technology that reduce the need or demand for prepaid mobile airtime could materially and adversely affect our business.
Competition in our EFT Processing Segment has increased over the last several years, increasing the risk that certain of our long-term bank outsourcingcontracts may be terminated or not renewed upon expiration.
The developing markets in which we have done business have matured over the years, resulting in increasing competition. In addition, as consolidation of financial institutions in Central and Eastern Europe continues, certain of our customers have established or are establishing internal ATM management and processing capabilities. As a result of these developments, negotiations regarding renewal of contracts have become increasingly challenging and in certain cases we have reduced fees to extend contracts beyond their original terms. In certain other cases, contracts have been, and in the future may be, terminated by financial institutions resulting in a substantial reduction in revenue. Contract termination payments, if any, may be inadequate to replace revenues and operating income associated with these contracts. Although we have historically considered the risk of non-renewal of major contracts to be relatively low because of complex interfaces and operational procedures established for those contracts, the risk of non-renewal or early termination is increasing.
| 31 |
We have various mechanisms in place to discourage takeover attempts, which mayreduce or eliminate our stockholders' ability to sell their shares for apremium in a change of control transaction.
Various provisions of our certificate of incorporation and bylaws and of Delaware corporate law may discourage, delay or prevent a change in control or takeover attempt of our company by a third party which our management and board of directors opposes. Public stockholders who might desire to participate in such a transaction may not have the opportunity to do so. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change of control or change in our management and board of directors. These provisions include:
- preferred stock that could be issued by our board of directors to make it more difficult for a third party to acquire, or to discourage a third party from acquiring, a majority of our outstanding voting stock;
- classification of our directors into three classes with respect to the time for which they hold office;
- supermajority voting requirements to amend the provision in our certificate of incorporation providing for the classification of our directors into three such classes;
- non-cumulative voting for directors;
- control by our board of directors of the size of our board of directors;
- limitations on the ability of stockholders to call special meetings of stockholders;
- advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by our stockholders at stockholder meetings; and
- an exclusive forum bylaw provision for all internal corporate claims.
Additionally, we are authorized to issue up to a total of 90 million shares of common stock, potentially diluting equity ownership of current holders and the share price of our common stock.We believe that it is necessary to maintain a sufficient number of available authorized shares of our common stock in order to provide us with the flexibility to issue common stock for business purposes that may arise as deemed advisable by our Board. These purposes could include, among other things, (i) to declare future stock dividends or stock splits, which may increase the liquidity of our shares; (ii) the sale of stock to obtain additional capital or to acquire other companies or businesses, which could enhance our growth strategy or allow us to reduce debt if needed; (iii) use in additional stock incentive programs and (iv) other bona fide purposes. Our operating resultsBoard of Directors may issue the available authorized shares of common stock without notice to, or further action by, our stockholders, unless stockholder approval is required by law or the rules of the NASDAQ Global Select Market. The issuance of additional shares of common stock may significantly dilute the equity ownership of the current holders of our common stock. Further, over the course of time, all of the issued shares have the potential to be publicly traded, perhaps in large blocks. This may result in dilution of the market price of the common stock.
An additional 8.1 million shares of common stock, representing approximately 15% of theshares outstanding as of December 31, 2020, could be added to our total commonstock outstanding through the exercise of options or the issuance of additionalshares of our common stock pursuant to existing convertible debt and other agreements. Once issued, these shares of common stock could be traded into themarket and result in a decrease in the money transfer businessmarket price of our common stock.
As of December 31, 2020, we had 4.1 million and 0.5 million options and restricted stock awards outstanding, respectively, held by our directors, officers and employees, which entitle these holders to acquire an equal number of shares of our common stock. Of this amount, 1.5 million options are vested and exercisable as of December 31, 2020. Approximately 0.7 million additional shares of our common stock may be harmed if there are adverse changesissued in worker immigration patterns,connection with our ability to expand our share of thestock incentive and employee stock purchase plans. existing electronic market and to expand into new markets and our ability tocontinue complying with regulations issued by the OFAC, BSA, FINCEN, USA PATRIOT Act regulations, the Dodd-Frank Act or any other existing or futureregulations that impact any aspectAccordingly, based on current trading prices of our money transfer business.common stock, approximately 2.0 million
| 32 |
Of the 4.6 million total options and restricted stock awards outstanding, an aggregate of 2.0 million options and restricted stock awards are held by persons who migratemay be deemed to foreign countries in search of employmentbe our affiliates and then send a portionwho would be subject to Rule 144. Thus, upon exercise of their earningsoptions or sale of shares for which restrictions have lapsed, these affiliates' shares would be subject to family members in their home countries. Changes in U.S.the trading restrictions imposed by Rule 144. The remainder of the common shares issuable under option and foreign government policies or enforcement, including changes that have been, or mayrestricted stock award arrangements would be implemented by the U.S. President or Congress, toward immigration may have a negative effect on immigrationfreely tradable in the U.S. and other countries, which could also have an adverse impact on our money transfer revenues.
Upon the occurrence of certain events, another 2.8 million shares of common stock could be issued upon conversion of the Company's convertible notes issued in March 2019; in certain situations, the number of shares issuable could be higher. While we have stated that we intend to settle any conversion of these notes by issuing cash for the principal value of the notes and issuing shares of common stock for the conversion value in excess of the principal, which would significantly reduce the number of shares issued upon conversion, if our businessesfinancial condition significantly and adversely changes, we may not be able to settle as intended should the impositionnotes be converted.
KEY PERSONNEL
Retaining the founder and key executives of finesour company, and penaltiesof companies thatwe acquire, and finding and retaining qualified personnel is important to ourcontinued success, and any inability to attract and retain such personnel could harm our operations.
The development and implementation of our strategy has depended in large part on the eventco-founder of violations. Our ability to continue
Our officers and some of our other E.U. licenseskey personnel have entered into service or obtain additional licenses by the dateemployment agreements containing non-competition, non-disclosure and non-solicitation covenants, which grant incentive stock options and/or restricted stock with long-term vesting requirements. However, most of these contracts do not guarantee that the U.K. leaves the E.U., then we may have a disruption to the services that we provide in the E.U. under our U.K. licenses. Any disruptionthese individuals will continue their employment with us. The loss of our business following Brexitkey personnel could have a material adverse effect on our business, or financial results.
None.
Our executive offices are located in Leawood, Kansas. As of December 31, 2019,2020, we also have 36 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and one in Africa. Our office leases generally provide for initial terms ranging from two to twelve years.
Our processing centers for the EFT Processing Segment are located in Martinsreid, Germany; Budapest, Hungary; Mumbai, India; Beijing, China;Germany, Hungary, India, China, and Karachi, Pakistan. Processing centers we operate for the epay Segment are located in Billericay,the U.K.; Martinsried, Germany; Hamburg, Germany; Milan, Italy; Buena Park, California, USA;, Germany, Italy, and Kansas City, Missouri, USA.the U.S. Our processing centers for the Money Transfer Segment are located in Buena Park, California, USA; Bracknell,the U.S., the U.K.; Auckland,, New Zealand; Kansas City, Missouri, USA;Zealand, and Kuala Lumpur, Malaysia.
All of our processing centers are leased and have off-site real time backup processing centers that are capable of providing full or partial processing services in the event of failure of the primary processing centers.
| 33 |
The Company is, from time to time, a party to legal or regulatory proceedings arising in the ordinary course of its business.
The discussion regarding litigation in Part II, Item 8 - Financial Statements and Supplementary Data and Note 18,19, Litigation and Contingencies, to the Consolidated Financial Statements included elsewhere in this report is incorporated herein by reference.
Currently, there are no legal or regulatory proceedings that management believes, either individually or in the aggregate, would have a material adverse effect upon the Consolidated Financial Statements of the Company. In accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"), we record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These liabilities are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case or proceeding.
Not applicable.
Market Information
Our Common Stock,common stock, $0.02 par value per share, is quoted on the NASDAQ Global Select Market under the symbol EEFT.
Dividends
Since our inception, no dividends have been paid on our Common Stock or Preferred Stock.common stock. We do not intend to distribute dividends for the foreseeable future.
At December 31, 20192020, we had 4445 stockholders of record of our Common Stock, and none of our Preferred Stock was outstanding. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Private Placements and Issuances of Equity
During 2019,2020, we did not issue any equity securities that were not registered under the Securities Act of 1933, which have not been previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
| 34 |
Set forth below is a graph comparing the total cumulative return on our Common Stock from December 31, 20142015 through December 31, 20192020 with the Total Returns Index for U.S. companies traded on the NASDAQ Global Select Market (the “Market Group”"Market Group") and an index group of peer companies, the Total Returns Index for U.S. NASDAQ Financial Stocks (the “Peer Group”"Peer Group"). Returns are based on monthly changes in price and assume reinvested dividends. These calculations assume the value of an investment in the Common Stock, the Market Group and the Peer Group was $100 on December 31, 2014.
The following performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed to be “soliciting material”"soliciting material" or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate such information by reference into such filing.
NOTE: Index Data: Calculated (or Derived) based from CRSP NASDAQ Stock Market (U.S. Companies) and CRSP NASDAQ Financial Index, Center for Research in Security Prices (CRSP®), Graduate School of Business, The University of Chicago. Copyright 2019.2021. Used with permission. All rights reserved.
Equity Compensation Plan Information
Refer to Part II, Item 8,Financial Statements and Supplementary Data, Note 16, Stock Plans, and Part III, Item 12,Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Mattersfor information with respectrelated to shares of Common Stock that may be issued under our equity compensation plans as of December 31, 2019.plans.
| 35 |
| (a) | (b) | (c) | ||||||||
| Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | Weighted Average Exercise Price of Outstanding Options and Rights (1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(2) | |||||||
| Equity compensation plans approved by security holders: | 2,388,186 | |||||||||
| Stock option awards | 3,015,775 | $ | 81.29 | |||||||
| Restricted stock unit awards | 493,948 | — | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||
| Total | 3,509,723 | $ | 81.29 | 2,388,186 | ||||||
The Company did not repurchase any shares during the quarter ended December 31, 2019, the Company repurchased 217,829 shares at an average share price of $142.89.2020.
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
| Total Number of Shares Purchased |
| Average Price Paid per Share |
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
| Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (in thousands) (1) | ||||||
October 1 - October 31, 2020 |
| — |
|
| $ | — |
|
| — |
|
| $ | 259,362 |
|
November 1 - November 30, 2020 |
| — |
|
| — |
|
| — |
|
| 259,362 |
| ||
December 1 - December 31, 2020 |
| — |
|
| — |
|
| — |
|
| 259,362 |
| ||
Total |
| — |
|
| $ | — |
|
| — |
|
|
| ||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (in thousands) (1) | ||||||||||
| October 1 - October 31, 2019 | 217,829 | $ | 142.89 | 217,829 | $ | 249,124 | ||||||||
| November 1 - November 30, 2019 | — | — | — | 249,124 | ||||||||||
| December 1 - December 31, 2019 | — | — | — | 249,124 | ||||||||||
| Total | 217,829 | $ | — | 217,829 | ||||||||||
(1) Amount remaining to be repurchased at the end of the period. The Board of Directors has authorized a stock repurchase program ("Repurchase Program") allowing Euronet to repurchase up to $375 million in value or 10.0 million shares of stock through March 31, 2020. Euronet has repurchased 245.9 million of stock under the Repurchase Program. On March 11, 2019, in connection with the issuance of the Convertible Notes, the Board of Directors authorized an additionala repurchase program of $120 million in value of Euronet’s common stock through March 11, 2021. Euronet has repurchased $110.6 million of stock under this program. On February 26, 2020, the Company put a repurchase program in place to repurchase up to $250 million in value, but not more than five5.0 million shares of common stock through February 28, 2022. Repurchases under either program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.
| 36 |
The following information should be read in conjunction with Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and accompanying notes contained in Item 8 - Financial Statements and Supplementary Data in this report. The historical results are not necessarily indicative of the results to be expected in any future period.
|
| Year Ended December 31, | ||||||||||||||||||
(dollar amounts in thousands, except per share amounts) |
| 2020 |
| 2019 |
| 2018 |
| 2017 |
| 2016 | ||||||||||
Income statement data: |
|
|
|
|
|
|
|
|
|
| ||||||||||
Revenues |
| $ | 2,482,700 |
|
| $ | 2,750,109 |
|
| $ | 2,536,629 |
|
| $ | 2,252,422 |
|
| $ | 1,958,615 |
|
Operating expenses (1) |
| 2,309,057 |
|
| 2,163,171 |
|
| 2,072,694 |
|
| 1,891,395 |
|
| 1,628,313 |
| |||||
Depreciation and amortization |
| 127,021 |
|
| 111,744 |
|
| 106,021 |
|
| 95,030 |
|
| 80,529 |
| |||||
Operating income (1) |
| 46,622 |
|
| 475,194 |
|
| 357,914 |
|
| 265,997 |
|
| 249,773 |
| |||||
Other expenses, net |
| (38,451 | ) |
| (41,387 | ) |
| (62,998 | ) |
| (9,662 | ) |
| (16,880 | ) | |||||
Income from continuing operations before income taxes |
| 8,171 |
|
| 433,807 |
|
| 294,916 |
|
| 256,335 |
|
| 232,893 |
| |||||
Income tax expense |
| (11,475 | ) |
| (87,112 | ) |
| (62,785 | ) |
| (99,395 | ) |
| (58,795 | ) | |||||
(Loss) income from continuing operations |
| $ | (3,304 | ) |
| $ | 346,695 |
|
| $ | 232,131 |
|
| $ | 156,940 |
|
| $ | 174,098 |
|
(Loss) earnings per share from continuing operations: |
|
|
|
|
|
|
|
|
|
| ||||||||||
Basic |
| $ | (0.06 | ) |
| $ | 6.49 |
|
| $ | 4.52 |
|
| $ | 2.99 |
|
| $ | 3.34 |
|
Diluted |
| $ | (0.06 | ) |
| $ | 6.31 |
|
| $ | 4.26 |
|
| $ | 2.85 |
|
| $ | 3.23 |
|
Balance sheet data (at period end): |
|
|
|
|
|
|
|
|
|
| ||||||||||
Assets |
| $ | 4,926,711 |
|
| $ | 4,657,666 |
|
| $ | 3,321,155 |
|
| $ | 3,140,029 |
|
| $ | 2,712,872 |
|
Debt obligations, long-term portion |
| 1,437,589 |
|
| 1,090,939 |
|
| 589,782 |
|
| 404,012 |
|
| 561,663 |
| |||||
Finance lease obligations, long-term portion |
| 6,174 |
|
| 8,054 |
|
| 8,199 |
|
| 9,753 |
|
| 6,969 |
| |||||
Summary network data |
|
|
|
|
|
|
|
|
|
| ||||||||||
Number of operational ATMs at end of period |
| 37,729 |
|
| 46,070 |
|
| 40,354 |
|
| 37,133 |
|
| 33,973 |
| |||||
EFT processing transactions during the period (millions) |
| 3,275 |
|
| 3,052 |
|
| 2,721 |
|
| 2,352 |
|
| 1,885 |
| |||||
Number of operational prepaid processing POS terminals at end of period (rounded) |
| 748,000 |
|
| 728,000 |
|
| 719,000 |
|
| 683,000 |
|
| 661,000 |
| |||||
Prepaid processing transactions during the period (millions) |
| 2,395 |
|
| 1,542 |
|
| 1,149 |
|
| 1,186 |
|
| 1,294 |
| |||||
Money transfer transactions during the period (millions) |
| 116.5 |
|
| 114.5 |
|
| 107.6 |
|
| 92.2 |
|
| 82.3 |
| |||||
___________________
| Year Ended December 31, | ||||||||||||||||||||
| (dollar amounts in thousands, except per share amounts) | 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Income statement data: | ||||||||||||||||||||
| Revenues | $ | 2,750,109 | $ | 2,536,629 | $ | 2,252,422 | $ | 1,958,615 | $ | 1,772,262 | ||||||||||
| Operating expenses (1) | 2,163,171 | 2,072,694 | 1,891,395 | 1,628,313 | 1,497,396 | |||||||||||||||
| Depreciation and amortization | 111,744 | 106,021 | 95,030 | 80,529 | 70,025 | |||||||||||||||
| Operating income (1) | 475,194 | 357,914 | 265,997 | 249,773 | 204,841 | |||||||||||||||
| Other expenses, net | (41,387 | ) | (62,998 | ) | (9,662 | ) | (16,880 | ) | (63,747 | ) | ||||||||||
| Income from continuing operations before income taxes | 433,807 | 294,916 | 256,335 | 232,893 | 141,094 | |||||||||||||||
| Income tax expense | (87,112 | ) | (62,785 | ) | (99,395 | ) | (58,795 | ) | (42,602 | ) | ||||||||||
| Income from continuing operations | $ | 346,695 | $ | 232,131 | $ | 156,940 | $ | 174,098 | $ | 98,492 | ||||||||||
| Earnings per share from continuing operations: | ||||||||||||||||||||
| Basic | $ | 6.49 | $ | 4.52 | $ | 2.99 | $ | 3.34 | $ | 1.89 | ||||||||||
| Diluted | $ | 6.31 | $ | 4.26 | $ | 2.85 | $ | 3.23 | $ | 1.83 | ||||||||||
Balance sheet data (at period end): | ||||||||||||||||||||
| Assets | $ | 4,657,666 | $ | 3,321,155 | $ | 3,140,029 | $ | 2,712,872 | $ | 2,192,714 | ||||||||||
| Debt obligations, long-term portion | 1,090,939 | 589,782 | 404,012 | 561,663 | 405,472 | |||||||||||||||
| Finance lease obligations, long-term portion | 8,054 | 8,199 | 9,753 | 6,969 | 4,147 | |||||||||||||||
| Summary network data | ||||||||||||||||||||
| Number of operational ATMs at end of period | 46,070 | 40,354 | 37,133 | 33,973 | 21,360 | |||||||||||||||
| EFT processing transactions during the period (millions) | 3,052 | 2,721 | 2,352 | 1,885 | 1,523 | |||||||||||||||
| Number of operational prepaid processing POS terminals at end of period (rounded) | 728,000 | 719,000 | 683,000 | 661,000 | 674,000 | |||||||||||||||
| Prepaid processing transactions during the period (millions) | 1,542 | 1,149 | 1,186 | 1,294 | 1,335 | |||||||||||||||
| Money transfer transactions during the period (millions) | 114.5 | 107.6 | 92.2 | 82.3 | 68.7 | |||||||||||||||
(1) | The results of 2020, 2018 and 2017 include non-cash charges related to impairment of goodwill and acquired intangible assets of $106.6 million, $7.0 million and $34.1 million, respectively. |
| 37 |
The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Company Overview, Geographic Locations and Principal Products and Services
Euronet is a leading electronic payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive ATM, POS, card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:
- The EFT Processing Segment, which processes transactions for a network of 37,729ATMsand approximately340,000POS terminals across Europe, the Middle East, Asia Pacific, and the United States. We provide comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, DCC, and other value added services. Through this segment, we also offer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
- TheepaySegment, which provides distribution, processing and collection services for prepaid mobile airtime and other electronic content. We operate a network of approximately748,000 POS terminals providing electronic processing of prepaid mobile airtime top-up services and other electronic content in Europe, the Middle East, Asia Pacific, the United States and South America. We also provide vouchers and physical gift fulfillment services in Europe.
- The Money Transfer Segment, which provides global consumer-to-consumer money transfer services, primarily under the brand names Ria, IME, AFEX, and xe and global account-to-account money transfer services under the brand name xe. We offer services under the brand names Ria and IME through a network of sending agents, Company-owned stores (primarily in North America, Europe and Malaysia) and our websites (riamoneytransfer.com and online.imeremit.com), disbursing money transfers through a worldwide correspondent network that includes approximately464,000 locations. xe is a provider of foreign currency exchange information and offers money transfer services on its currency data websites (xe.com and x-rates.com). In addition to money transfers, we also offer customers bill payment services (primarily in the U.S.), payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services for a wide variety of issued checks, along with competitive foreign currency exchange services and prepaid mobile top-up. Through our xe brand, we offer cash management solutions and foreign currency risk management services to small-to-medium-sized businesses.
We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 36 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and one in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 74%71% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations (for a further discussion, see Item 1A1A - Risk Factors and Item 7A7A - Quantitative and Qualitative Disclosures About Market Risk).
| 38 |
Sources of Revenues and Cash Flow
Euronet earns revenues and income primarily from ATM management fees, transaction fees, commissions and foreign currency exchange margin. Each operating segment’ssegment's sources of revenues are described below.
EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 32%19% of total consolidated revenues for the year ended December 31 2019,, 2020, are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided
epay Segment — Revenues in the epay Segment, which represented approximately 28%33% of total consolidated revenues for the year ended December 31, 2019,2020, are primarily derived from commissions or processing fees received from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned from the distribution of other electronic content, vouchers, and physical gifts. The proportion of epay Segment revenues earned from the distribution of prepaid mobile phone time as compared with other electronic products has decreased over time, and digital media content now produces approximately 63%65% of epay Segment revenues. Other electronic content offered by this segment includes digital content such as music, games and software, as well as, other products including prepaid long distance calling card plans, prepaid Internet plans, prepaid debit cards, gift cards, vouchers, transport payments, lottery payments, bill payment, and money transfer.
Money Transfer Segment — Revenues in the Money Transfer Segment, which represented approximately 40%48% of total consolidated revenues for the year ended December 31, 2019,2020, are primarily derived from transaction fees, as well as the margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to customers at retail exchange rates. We have a sending agent network in place comprised of agents, customer service representatives, Company-owned stores, primarily in North America, Europe and Malaysia, and Ria, and xe branded websites, along with a worldwide network of correspondent agents, consisting primarily of financial institutions in the transfer destination countries. Sending and correspondent agents each earn fees for cash collection and distribution services, which are recognized as direct operating costs at the time of sale.
The Company offers a money transfer product called Walmart-2-Walmart Money Transfer Service which allows customers to transfer money to and from Walmart stores in the U.S. Our Ria business executes the transfers with Walmart serving as both the sending agent and payout correspondent. Ria earns a lower margin from these transactions than its traditional money transfers; however, the arrangement has added a significant number of transactions to Ria's business. The agreement with Walmart establishes Ria as the only party through which Walmart will sell U.S. domestic money transfers branded with Walmart marks. The agreement is effective until April 2020.2023. Thereafter, it will automatically renew for subsequent one year terms unless either party provides notice to the contrary. The agreement imposes certain obligations on each party, the most significant being service level requirements by Ria and money transfer compliance requirements by Walmart. Any violation of these requirements by Ria could result in an obligation to indemnify Walmart or termination of the contract by Walmart. However, the agreement allows the parties to resolve disputes by mutual agreement without termination of the agreement.
Corporate Services, Eliminations and Other — In addition to operating in our principal operating segments described above, our
| 39 |
Opportunities and Challenges
Our expansion plans and opportunities are focused on eight primary areas:
- increasing the number ofATMsand cash deposit terminals in our independent ATM networks;
EFT Processing Segment — The continued expansion and development of our EFT Processing Segment business will depend on various factors including, but not necessarily limited to, the following:
- the impact of competition by banks and other ATM operators and service providers in our current target markets;
| 40 |
Software products are an integral part of our product lines, and our investment in research, development, delivery and customer support reflects our ongoing commitment to an expanded customer base.
epay Segment — The continued expansion and development of the epay Segment business will depend on various factors, including, but not necessarily limited to, the following:
- our ability to maintain and renew existing agreements, and to negotiate new agreements in additional markets with mobile operators, digital content providers, agent financial institutions and retailers;
In all of the markets in which we operate, we are experiencing significant competition which will impact the rate at which we may be able to grow organically. Competition among prepaid mobile airtime and electronic content distributors results in the increase of commissions paid to retailers and increases in retailer attrition rates. To grow, we must capture market share from other prepaid mobile airtime and electronic content distributors, offer a superior product offering and demonstrate the value of a global network. In certain markets in which we operate, many of the factors that may contribute to rapid growth (growth in electronic content, expansion of our network of retailers and access to products of mobile operators and other content providers) remain present.
| 41 |
- the continued growth in worker migration and employment opportunities;
The accounting policies of each segment are the same as those referenced in the summary of significant accountingaccounting policies (see Note 3, Summary of Significant Accounting Policies and Practices, to the Consolidated Financial Statements).
For all segments, our continued expansion may involve additional acquisitions that could divert our resources and management time and require integration of new assets with our existing networks and services. Our ability to effectively manage our growth has required us to expand our operating systems and employee base, particularly at the management level, which has added incremental operating costs. An inability to continue to effectively manage expansion could have a material adverse effect on our business, growth, financial condition or results of operations. Inadequate technology and resources would impair our ability to maintain current processing technology and efficiencies, as well as deliver new and innovative services to compete in the marketplace.
| 42 |
In response to the COVID-19 pandemic driven impacts, the Company implemented several key measures to offset the impact across the business, including renegotiating certain third party contracts, reducing travel, decreasing capital expenditures, and expanding ATM seasonal deactivations (placing them in dormancy status, terminating, or re-negotiating) in more sites and more markets.
|
| Revenues |
| Operating Income (Expense) | ||||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||||||
EFT Processing |
| $ | 468,726 |
|
| $ | 888,712 |
|
| $ | (66,711) |
|
| $ | 296,640 |
|
epay |
| 835,517 |
|
| 769,329 |
|
| 96,678 |
|
| 89,204 |
| ||||
Money Transfer |
| 1,183,849 |
|
| 1,096,226 |
|
| 59,709 |
|
| 134,790 |
| ||||
Total |
| 2,488,092 |
|
| 2,754,267 |
|
| 89,676 |
|
| 520,634 |
| ||||
Corporate services, eliminations and other |
| (5,392) |
| (4,158 | ) |
| (43,054) |
| (45,440 | ) | ||||||
Total |
| $ | 2,482,700 |
|
| $ | 2,750,109 |
|
| $ | 46,622 |
|
| $ | 475,194 |
|
| Revenues | Operating Income (Expense) | |||||||||||||||
| (in thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| EFT Processing | $ | 888,712 | $ | 753,651 | $ | 296,640 | $ | 197,245 | ||||||||
| epay | 769,329 | 743,784 | 89,204 | 78,997 | ||||||||||||
| Money Transfer | 1,096,226 | 1,042,962 | 134,790 | 122,526 | ||||||||||||
| Total | 2,754,267 | 2,540,397 | 520,634 | 398,768 | ||||||||||||
| Corporate services, eliminations and other | (4,158 | ) | (3,768 | ) | (45,440 | ) | (40,854 | ) | ||||||||
| Total | $ | 2,750,109 | $ | 2,536,629 | $ | 475,194 | $ | 357,914 | ||||||||
Our annual consolidated revenues increaseddecreased by 8%10% for 20192020 compared to 2018.
The increasesdecrease in operating income for 20192020 was primarily due to the increasedecrease in ATMs under management, along with the increasedecrease in demand for DCC, domestic and international surcharge, and other value added services and the $106.6 million non-cash impairment of goodwill and acquired intangible assets, partially offset by the increase in the number of money transfer transactions processed, and the increase in the number of transactions processed for epay.
Net loss attributable to Euronet for 2020 was $3.4 million, or $0.06 per diluted share and net income attributable to Euronet for 2019 and 2018 was $346.7 million, or, or $6.31 per diluted share and $232.9 million, or $4.26 per diluted share, respectively.share.
| 43 |
Our revenues and local expenses are recorded in the functional currencies of our operating entities, and then are translated into U.S. dollars for reporting purposes; therefore, amounts we earn outside the U.S. are negatively impacted by a stronger U.S. dollar and positively impacted by a weaker U.S. dollar. Considering the results by country and the associated functional currency, our 2019 2020 consolidated operating income was approximately 5% less7% higher due to changes in foreign currency exchange rates when compared to 2018.2019. If significant, in our discussion we will refer to the impact of fluctuations in foreign currency exchange rates in our comparison of operating segment results.
To provide further perspective on the impact of foreign currency exchange rates, the following table shows the changes in values relative to the U.S. dollar during 20192020 and 20182019, of the currencies of the countries in which we have our most significant operations:
Average Translation Rate Year Ended December 31, | 2019 Increase (Decrease) Percent | |||||||||||||||||||||
| Average Translation Rate Year Ended December 31, |
| 2020 Increase (Decrease) Percent | |||||||||||||||||||
| Currency | 2019 | 2018 |
| 2020 |
| 2019 |
| |||||||||||||||
| Australian dollar | $ | 0.6954 | $ | 0.7476 | (7 | )% |
| $ | 0.6904 |
|
| $ | 0.6954 |
|
| (1) | % | |||||
| British pound | $ | 1.2771 | $ | 1.3352 | (4 | )% |
| $ | 1.2835 |
|
| $ | 1.2771 |
|
| 1 | % | |||||
| euro | $ | 1.1194 | $ | 1.1809 | (5 | )% |
| $ | 1.1412 |
|
| $ | 1.1194 |
|
| 2 | % | |||||
| Hungarian forint | $ | 0.0034 | $ | 0.0037 | (8 | )% |
| $ | 0.0033 |
|
| $ | 0.0034 |
|
| (3) | % | |||||
| Indian rupee | $ | 0.0142 | $ | 0.0147 | (3 | )% |
| $ | 0.0135 |
|
| $ | 0.0142 |
|
| (5) | % | |||||
| Malaysian ringgit | $ | 0.2416 | $ | 0.2482 | (3 | )% |
| $ | 0.2383 |
|
| $ | 0.2416 |
|
| (1) | % | |||||
| New Zealand dollar | $ | 0.6591 | $ | 0.6924 | (5 | )% |
| $ | 0.6504 |
|
| $ | 0.6591 |
|
| (1) | % | |||||
| Polish zloty | $ | 0.2606 | $ | 0.2774 | (6 | )% |
| $ | 0.2571 |
|
| $ | 0.2606 |
|
| (1) | % | |||||
| 44 |
Comparison of Operating Results For The Years Ended December 31, 20192020 and 20182019 - By Operating Segment
EFT Processing Segment
The following table summarizes the results of operations for our EFT Processing Segment for the years ended December 31, 20192020 and 2019:
|
| Year Ended December 31, |
| Year-over-Year Change | |||||||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 |
| Increase (Decrease) Amount |
| Increase (Decrease) Percent | |||||||
Total revenues |
| $ | 468,726 |
|
| $ | 888,712 |
|
| $ | (419,986) |
|
| (47) | % |
Operating expenses: |
|
|
|
|
|
|
|
| |||||||
Direct operating costs |
| 302,637 |
|
| 397,132 |
|
| (94,495) |
|
| (24) | % | |||
Salaries and benefits |
| 91,526 |
|
| 87,603 |
|
| 3,923 |
|
| 4 | % | |||
Selling, general and administrative |
| 35,388 |
|
| 35,518 |
|
| (130) |
| (0) | % | ||||
| Goodwill and acquired intangible assets impairment | 21,861 | — | 21,861 | n/m | |||||||||||
Depreciation and amortization |
| 84,025 |
|
| 71,819 |
|
| 12,206 |
|
| 17 | % | |||
Total operating expenses |
| 535,437 |
|
| 592,072 |
|
| (56,635) |
|
| (10) | % | |||
Operating (loss) income |
| $ | (66,711) |
|
| $ | 296,640 |
|
| $ | (363,351) |
|
| (122) | % |
Transactions processed (millions) |
| 3,275 |
|
| 3,052 |
|
| 223 |
|
| 7 | % | |||
ATMs in service as of December 31 |
| 37,729 |
|
| 46,070 |
|
| (8,341) |
|
| (18) | % | |||
Average ATMs in service during the year |
| 42,126 |
|
| 44,756 |
|
| (2,630) |
|
| (6) | % | |||
____________________
n/m — Not meaningful.
Revenues2018
:
| Year Ended December 31, | Year-over-Year Change | ||||||||||||||
| (dollar amounts in thousands) | 2019 | 2018 | Increase (Decrease) Amount | Increase Percent | |||||||||||
| Total revenues | $ | 888,712 | $ | 753,651 | $ | 135,061 | 18 | % | |||||||
| Operating expenses: | |||||||||||||||
| Direct operating costs | 397,132 | 366,977 | 30,155 | 8 | % | ||||||||||
| Salaries and benefits | 87,603 | 75,791 | 11,812 | 16 | % | ||||||||||
| Selling, general and administrative | 35,518 | 46,925 | (11,407 | ) | (24 | )% | |||||||||
| Depreciation and amortization | 71,819 | 66,713 | 5,106 | 8 | % | ||||||||||
| Total operating expenses | 592,072 | 556,406 | 35,666 | 6 | % | ||||||||||
| Operating income | $ | 296,640 | $ | 197,245 | $ | 99,395 | 50 | % | |||||||
| Transactions processed (millions) | 3,052 | 2,721 | 331 | 12 | % | ||||||||||
| ATMs as of December 31 | 46,070 | 40,354 | 5,716 | 14 | % | ||||||||||
| Average ATMs | 44,756 | 40,094 | 4,662 | 12 | % | ||||||||||
EFT Processing Segment total revenues were $468.7 million for 2019 were $888.72020, a decrease of $420.0 million an increase of $135.1 million or 18% as47% compared to 2018. The increase in total2019. Total revenues is primarilyfor 2020 decreased due to an increasethe impact of fewer active ATMs and fewer high-margin cross-border transactions (DCC), related to COVID-19 pandemic-driven government-imposed border and business closures and shelter-in-place orders. The government imposed border and business closures and shelter-in-place orders were in effect for the numbermajority of ATMs under management and additional DCC and surcharge revenues.2020. These closures resulted in a decrease in revenues for 2020 compared to 2019. Foreign currency movements decreased total revenues for 2019 by approximately 45.4 $1.0 million as for 2020 compared to 2018.
Average monthly revenues per ATM were $1,655decreased to $927 for 20192020 compared to $1,566$1,655 for 2018.2019. Revenues per transaction were $0.29decreased to$0.14 for 2019 and $0.282020 compared to $0.29 for 2018. 2019. The increasesdecreases in average monthly revenues per ATM and revenuesrevenue per transaction were attributable to the revenue growth from DCC,decreases in DCC and surcharge transactions, which earnsearn higher revenues per transaction than other ATM or card based services, surcharges partially offsetcard-based services. The decrease in DCC transactions was due to the decline in tourism throughout Europe driven by the U.S. dollar strengthening against key foreign currencies.
Direct operating costs
EFT Processing Segment direct operating costs were $397.1$302.6 million for 2019, an increase2020, a decrease of $30.2$94.5 million or 8% as24% compared to 2018.2019. Direct operating costs in the EFT Processing Segment consist primarily of site rental fees, cash delivery costs, cash supply costs, maintenance, insurance, telecommunications, payment scheme processing fees, data center operations-related personnel, as well as the processing centers’centers' facility-related costs and other processingprocessing center-related expenses and commissions paid to retail merchants, banks and card processors involved with POS DCC transactions. The increasedecrease in direct operating costs was primarily due to the increasedecrease in the number of ATMs under management.management, renegotiated and reduced site rental fees, and reduced operating costs for ATM's seasonally deactivated during COVID-19 pandemic imposed restrictions. Foreign currency movements decreased direct operating costs for 2019 by approximately $22.0$1.0 million asfor 2020 compared to 2018.2019.
| 45 |
Gross profit
Gross profit, which is calculated as revenues less direct operating costs, was $491.6$166.1 million for 20192020, a decrease of $325.5 million or 66% compared to $386.7 million$491.6 million for 2018. The increase in gross profit was primarily due to the growth in revenues from the increases in ATMs under management, DCC transactions and domestic and international surcharge.2019. Gross profit as a percentage of revenues (“("gross margin”margin") was 55.3%decreased to 35.4% for 2020 compared to 55.3% for 2019. The decrease in gross profit and 51.3% for 2019 and 2018, respectively. The increase in gross margin was attributable to the increasesdecreases in DCC transactions and domestic and international surcharge.
Salaries and benefits
Salaries and benefits increased $11.8expenses were $91.5 million for 2020, an increase $3.9 millionor 16% for 2019 4% compared to 2018.2019. The increase in salaries and benefits was primarily attributable to additional headcount to support an increaseexpansion in the number of ATMsUnited States and POS devices under management. As a percentage of revenues, these costs decreased to 9.9% for 2019 from 10.1% for 2018.
Selling, general and administrative
Selling, general and administrative expenses were $35.4 million for 2020, a decrease of$0.1 million or flat compared to 2019. As a percentage of revenues these expenses increased to7.5% for 2020 compared to 4.0% for 2019. The increase was primarily due to non-recurringan increase in bad debt expense, partially offset by a decrease in travel related expenses.
Goodwill and acquired intangible assets impairment
Due to the economic impacts of the COVID-19 pandemic, the Company recorded a $21.9 million non-cash goodwill impairment charge related to two reporting units during the second quarter of 2020. A $14.0 million non-cash goodwill impairment charge was recorded for Innova as a result of the decline in VAT benefits.
Depreciation and amortization
Depreciation and amortization
Operating (loss) income
EFT Processing Segment operating incomeloss was $66.7 million for 2019 was $296.62020, a decrease of $363.4 million an increase of $99.4 million or 50% as122% compared to 2018.2019 operating income. Operating incomeloss as a percentage of revenues ("operating margin") was (14.2%) for 2019 increased primarily due2020 compared to higher revenues from the additional number of ATMs under management, growth in revenues earned from DCC, surcharges and other value-added service transactions.
The following table summarizes the results of operations for our epay Segment for the years ended December 31, 20192020 and 2018:
| Year Ended December 31, | Year-over-Year Change |
| Year Ended December 31, |
| Year-over-Year Change | |||||||||||||||||||||||||
Increase (Decrease) Amount | Increase (Decrease) Percent |
|
|
|
|
| Increase (Decrease) Amount |
| Increase (Decrease) Percent | |||||||||||||||||||||
| (dollar amounts in thousands) | 2019 | 2018 |
| 2020 |
| 2019 |
| |||||||||||||||||||||||
| Total revenues | $ | 769,329 | $ | 743,784 | $ | 25,545 | 3 | % |
| $ | 835,517 |
|
| $ | 769,329 |
|
| $ | 66,188 |
|
| 9 | % | |||||||
| Operating expenses: |
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| Direct operating costs | 576,757 | 564,252 | 12,505 | 2 | % |
| 630,391 |
|
| 576,757 |
|
| 53,634 |
|
| 9 | % | |||||||||||||
| Salaries and benefits | 61,540 | 57,748 | 3,792 | 7 | % |
| 64,769 |
|
| 61,540 |
|
| 3,229 |
|
| 5 | % | |||||||||||||
| Selling, general and administrative | 35,054 | 35,749 | (695 | ) | (2 | )% |
| 35,789 |
|
| 35,054 |
|
| 735 |
| 2 | % | |||||||||||||
| Depreciation and amortization | 6,774 | 7,038 | (264 | ) | (4 | )% |
| 7,890 |
|
| 6,774 |
|
| 1,116 |
| 16 | % | |||||||||||||
| Total operating expenses | 680,125 | 664,787 | 15,338 | 2 | % |
| 738,839 |
|
| 680,125 |
|
| 58,714 |
|
| 9 | % | |||||||||||||
| Operating income | $ | 89,204 | $ | 78,997 | $ | 10,207 | 13 | % |
| $ | 96,678 |
|
| $ | 89,204 |
|
| $ | 7,474 |
|
| 8 | % | |||||||
| Transactions processed (billions) | 1.54 | 1.15 | 0.39 | 34 | % |
| 2.40 |
|
| 1.54 |
|
| 0.86 |
|
| 56 | % | |||||||||||||
Revenues
epay Segment total revenues were $835.5 million for 2020,2019 were $769.3 million, an increase of $25.5$66.2 million or 3% as9% compared to 2018. 2019. Revenue was higher by approximately $10 million related to a temporary increase in available margin provided by a mobile operator which was entirely passed on to the retailer. The remaining increase in total revenues was primarily due to an increase in the number of transactions processed. processed driven by continued digital media growth. Foreign currency movements decreasedincreased total revenues by approximately $35.0 $0.5 million asfor 2020 compared to 2018.
Revenues per transaction decreased to $0.50$0.35 for 20192020 from $0.65compared to $0.50 for 2018. 2019. The decrease in revenues per transaction was primarily driven by the increase in the number of mobile transactions processed in a region where we generally earn lower revenues per transaction.
Direct operating costs
epay Segment direct operating costs were $576.8$630.4 million for 2019,2020, an increase of $12.5 $53.6 million or 2% as9% compared to 2018.2019. Direct operating costs in our epay Segment include the commissions we pay to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, expenses incurred to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled. The increase in direct operating costs was primarily due to the increase in transaction volumes for the numberlarge volume of transactions processed.
Gross profit
Gross profit was $205.1 million for 2020, an increase of $12.5 million or 6% compared to $192.6 million for 2019. Gross margin decreased to 24.6% for 2020 compared to $179.5 million25.0% for 2018.2019. The increase in gross profit and the decrease in gross margin is driven by the increase in transaction volumes processed in regions where we generally earn lower revenues per transaction.
| 47 |
Salaries and benefits expenses were $64.8 million for 2020, an increase of $3.2 million or 5% compared to 2019. The increase in salaries and benefits was primarily duedriven by an increase in headcount to growth in transactions processed. Gross margin increased to 25% for 2019 from 24.1% for 2018, due to overallsupport the growth of the business.
Selling, general and administrative
Selling, general and administrative expenses were $35.8 million for 2020, an increase of$0.7 million or 2% compared to 2019. The increase in selling, general and administrative expenses was driven by maintenance costs in hardware and software to operate the business, partially offset by a decrease in travel related expenses. As a percentage of revenues, these expenses decreased to 4.3% for 2020 compared to 4.6% for 2019.
Depreciation and amortization
Depreciation and amortization expenseexpenses were$7.9 million for 2020, an increase of $1.1 million or 16% compared to 2019. Depreciation and amortization expenses primarily representsrepresent depreciation of POS terminals we install in retail stores and amortization of acquired intangible assets. Depreciation and amortization expense decreased $0.3 million or 4% in 2019 as compared to 2018. The decreaseincrease is primarily due to certain fixed assets becoming fully depreciated in 2019. the addition of POS terminals and software assets. As a percentage of revenues, these expenses remainedwere flat at 0.9%0.9% for both 20192020 and 2018.
Operating income
epay Segment operating income was $96.7 million for 2019 was $89.2 million,2020, an increase of $10.2$7.5 million or 13% as8% compared to 2018.2019. Operating margin increased towas 11.6% for both 2020 and 2019 from 10.6% for 2018. Operatingand operating income per transaction decreasedwas$0.04 for 2020 compared to $0.06$0.06 for 2019 from $0.07 for 2018. . The increases ofincrease in operating income and consistent operating margin were mainlywas primarily due to an increase in the portionnumber of lower-margin mobile transactions.
The following table summarizes the results of operations for our Money Transfer Segment for the years ended December 31 2019, 2020 and 20182019:
|
| Year Ended December 31, |
| Year-over-Year Change | |||||||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 |
| Increase (Decrease) Amount |
| Increase (Decrease) Percent | |||||||
Total revenues |
| $ | 1,183,849 |
|
| $ | 1,096,226 |
|
| $ | 87,623 |
|
| 8 | % |
Operating expenses: |
|
|
|
|
|
|
|
| |||||||
Direct operating costs |
| 649,033 |
|
| 586,730 |
|
| 62,303 |
|
| 11 | % | |||
Salaries and benefits |
| 213,511 |
|
| 208,792 |
|
| 4,719 |
|
| 2 | % | |||
Selling, general and administrative |
| 142,161 |
|
| 133,068 |
|
| 9,093 |
|
| 7 | % | |||
Goodwill and acquired intangible assets impairment |
| 84,741 |
|
| — |
|
| 84,741 |
| n/m |
| ||||
Depreciation and amortization |
| 34,694 |
|
| 32,846 |
|
| 1,848 |
|
| 6 | % | |||
Total operating expenses |
| 1,124,140 |
|
| 961,436 |
|
| 162,704 |
|
| 17 | % | |||
Operating income |
| $ | 59,709 |
|
| $ | 134,790 |
|
| $ | (75,081) |
|
| (56) | % |
Transactions processed (millions) |
| 116.5 |
|
| 114.5 |
|
| 2.0 |
|
| 2 | % | |||
| Year Ended December 31, | Year-over-Year Change | ||||||||||||||
| (dollar amounts in thousands) | 2019 | 2018 | Increase Amount | Increase Percent | |||||||||||
| Total revenues | $ | 1,096,226 | $ | 1,042,962 | $ | 53,264 | 5 | % | |||||||
| Operating expenses: | |||||||||||||||
| Direct operating costs | 586,730 | 560,930 | 25,800 | 5 | % | ||||||||||
| Salaries and benefits | 208,792 | 194,808 | 13,984 | 7 | % | ||||||||||
| Selling, general and administrative | 133,068 | 125,647 | 7,421 | 6 | % | ||||||||||
| Goodwill and acquired intangible assets impairment | — | 7,049 | (7,049 | ) | n/m | ||||||||||
| Depreciation and amortization | 32,846 | 32,002 | 844 | 3 | % | ||||||||||
| Total operating expenses | 961,436 | 920,436 | 41,000 | 4 | % | ||||||||||
| Operating income | $ | 134,790 | $ | 122,526 | $ | 12,264 | 10 | % | |||||||
| Transactions processed (millions) | 114.5 | 107.6 | 6.9 | 6 | % | ||||||||||
____________________
n/m — Not meaningful.
| 48 |
Revenues
Money Transfer Segment total revenues were $1,096.2 million$1,183.8 million for 2019,2020, an increase of $53.3 $87.6 million or 5% as8% compared to 20182019. The increase in revenuesrevenue was primarily due to increases in the number ofU.S. outbound and international-originated money transfers, processed, drivenpartially offset by growtha decrease in ourthe U.S. and foreign agent and correspondent payout networks. domestic business. Foreign currency movements increased total revenues by approximately $7.2 million for 2020 compared to 2019.
Revenues per transaction was essentially flat atincreased to $10.16 for 2020 compared to $9.57 for 2019 as compared. The increase in revenues per transaction was primarily driven by the shift in the proportion of domestic to $9.69 for 2018. Foreign currency movements decreased total revenues for 2019 by approximately $26.7 million as compared to 2018.international transfers. We earn higher revenue per transaction on international remittances.
Direct operating costs
Money Transfer Segment direct operating costs were $586.7$649.0 million for 2019,2020, an increase of $25.8$62.3 million or 5% as11% compared to 2018.2019. Direct operating costs in the Money Transfer Segment primarily consist of commissions paid to agents who originate money transfers on our behalf and correspondent agents who disburse funds to the customers’customers' destination beneficiaries, together with less significant costs, such as bank depository fees. The increase in direct operating costs in 2019 was primarily due to growththe increase in the number of U.S. outbound and international-originated money transfer transactions, processed in both the U.S. and foreign markets, partially offset by the impact of the U.S. dollar strengthening against key foreign currencies.
Gross profit
Gross profit was $509.5$534.8 million for 20192020, an increase of $25.3 million or 5% compared to $482.0$509.5 million for 2018. 2019. Gross margin decreased to 45.2% for 2020 compared to 46.5% for 2019. The increase in gross profit was primarily due to growthto increases in the number ofU.S. outbound and international-originated money transfer transactions processed in both the U.S. and foreign markets. Gross margins remained flat at 46.5% for 2019 compared to 46.2% for 2018.
Salaries and benefits
Salaries and benefits increased $14.0expenses were $213.5 million for 2020, an increase of $4.7 millionor 7% for 20192% compared to 20182019. The increase in salaries and benefits was primarily duedriven by an increase in headcount to support the expansiongrowth of our operations. the business, partially offset by a decrease in bonus expense. As a percentage of revenues, salaries and benefits increased slightlythese expenses decreased to 18.0% for 2020 compared to 19.0% for2019 from 18.7% for 2018.
Selling, general and administrative
Selling, general and administrative expenses were $142.2 million for 2019 were $133.1 million, 2020, an increase of $7.4$9.1 million or 6% as7% compared to 2018. 2019. The increase was primarily due to expenses incurred to support the growth of our money transfer services, and the expansion of new products and services in both the U.S. and foreign markets. markets, and an increase in bad debt expense, partially offset by a decrease in travel related expenses.As a percentage of revenues, selling, general and administrativethese expenses remained flat at 12.1%decreased to 12.0% for 20192020 compared to 12.0%12.1% for 2018.
Due to the economic impacts of the COVID-19 pandemic, the Company recorded an $82.7 million non-cash goodwill impairment charge related to the xe reporting unit during the second quarter of 2020.The non-cash goodwill impairment charge was recorded for
| 49 |
Depreciation and amortization
Money Transfer Segment operating income was $134.8$59.7 million for 2019, an increase2020, a decrease of $12.3$75.1 million or 10% as56% compared to 20182019. Operating income increased primarily duemargin decreased to the growth in the number of money transfers processed. Operating margin increased to 12.3%5.0% for 20192020 from 11.7%. Operating income per transaction increasedcompared to $1.18 for 2019 from $1.14 for 2018. The increase was primarily due to the growth in the number of money transfers processed which did not require similar increases in support costs.
| Year Ended December 31, | Year-over-Year Change | ||||||||||
| (dollar amounts in thousands) | 2019 | 2018 | 2019 Increase (Decrease) Percent | ||||||||
| Salaries and benefits | $ | 36,809 | $ | 32,085 | 15 | % | |||||
| Selling, general and administrative | 8,326 | 8,501 | (2 | )% | |||||||
| Depreciation and amortization | 305 | 268 | 14 | % | |||||||
| Total operating expenses | $ | 45,440 | $ | 40,854 | 11 | % | |||||
Corporate Services
The following table summarizes the results of operations for Corporate Services for the years endedDecember 31, 2020 and2019:
|
| Year Ended December 31, |
| Year-over-Year Change | ||||||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 |
| Increase (Decrease) Amount | Increase (Decrease) Percent | |||||||
Salaries and benefits |
| $ | 34,336 |
|
| $ | 36,809 |
|
| $ | (2,473) | (7) | % | |
Selling, general and administrative |
| 8,306 |
|
| 8,326 |
|
| (20) | (0) | % | ||||
Depreciation and amortization |
| 412 |
|
| 305 |
|
| 107 | 35 | % | ||||
Total operating expenses |
| $ | 43,054 |
|
| $ | 45,440 |
|
| $ | (2,386) | (5) | % | |
Corporate operating expenses
Total Corporate operating expenses were $43.1 million for 2020, a decrease of $2.4 million or 5% compared to 2019. The decrease is attributable to a decrease in professional services.bonus expense.
Other Expense, Net
|
| Year Ended December 31, |
| Year-over-Year Change | ||||||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 |
| Increase (Decrease) Amount | Increase (Decrease) Percent | |||||||
Interest income |
| $ | 1,040 |
|
| $ | 1,969 |
|
| $ | (929) | (47) | % | |
Interest expense |
| (36,604) |
| (36,237 | ) |
| (367) | 1 | % | |||||
Other gains, net |
| 869 |
| (9,820) |
|
| 10,689 | (109) | % | |||||
Foreign currency exchange (loss) gain, net |
| (3,756) |
|
| 2,701 |
| (6,457) | (239) | % | |||||
Other expense, net |
| $ | (38,451) |
| $ | (41,387 | ) |
| $ | 2,936 | (7) | % | ||
| 50 |
| Year Ended December 31, | Year-over-Year Change | ||||||||||
| (dollar amounts in thousands) | 2019 | 2018 | 2019 (Decrease) Increase Percent | ||||||||
| Interest income | $ | 1,969 | $ | 1,320 | 49 | % | |||||
| Interest expense | (36,237 | ) | (37,573 | ) | (4 | )% | |||||
| (Loss) Income from unconsolidated affiliates | — | (117 | ) | n/m | |||||||
| Other gains, net | (9,820 | ) | 27 | n/m | |||||||
| Foreign currency exchange (loss) gain, net | 2,701 | (26,655 | ) | n/m | |||||||
| Other expense, net | $ | (41,387 | ) | $ | (62,998 | ) | (34 | )% | |||
Other gains, net
In 2019, the Company provided a notice of redemption on the outstanding Retired Convertible Notes. Prior to the redemption date, approximately $352.4$352.4 million principal amount of the Retired Convertible Notes was submitted for conversion for the remainder. The Company settled the principal amount with cash and issuing shares of Common Stockcommon stock valued at $147.24$147.24 per
Foreign currency exchange (loss) gain, net
Foreign currency exchange activity includes gains and losses on certain foreign currency exchange derivative contracts and the impact of remeasurement of assets and liabilities denominated in foreign currencies. Assets and liabilities denominated in currencies other than the local currency of each of our subsidiaries give rise to foreign currency exchange gains and losses. Foreign currency exchange gains and losses that result from remeasurement of these assets and liabilities are recorded in net income. The majority of our foreign currency exchange gains or losses are due to the remeasurement of intercompany loans which are not considered a long-term investment in nature and are in a currency other than the functional currency of one of the parties to the loan. For example, we make intercompany loans based in euros from our corporate division, which is comprised of U.S. dollar functional currency entities, to certain European entities that use the euro as the functional currency. As the U.S. dollar strengthens against the euro, foreign currency exchange losses are recognized by our corporate entities because the number of euros to be received in settlement of the loans decreases in U.S. dollar terms. Conversely, in this example, in periods where the U.S. dollar weakens, our corporate entities will record foreign currency exchange gains.
We recorded a net foreign currency exchange loss of $3.8 million for 2020 and a net foreign currency exchange gain of $2.7$2.7 million in 2019 and a loss of $26.7 million in 2018. . These realized and unrealized foreign currency exchange gainslosses and losses primarilygains reflect the respective weakening and strengtheningfluctuation in the value of the U.S. dollar against the currencies of the countries in which we operate.
Income Tax Expense
Our effective income tax rates as reported and as adjusted are calculated below:
|
| Year Ended December 31, | ||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 | ||||
Income before income taxes |
| $ | 8,171 |
|
| $ | 433,807 |
|
Income tax expense |
| (11,475) |
| (87,112 | ) | |||
Net income |
| $ | (3,304) |
|
| $ | 346,695 |
|
Effective income tax rate |
| 140.4 | % |
| 20.1 | % | ||
Income before income taxes |
| $ | 8,171 |
|
| $ | 433,807 |
|
Adjust: Goodwill and acquired intangible assets impairment |
| (106,602) |
|
| — | |||
Adjust: Other gains, net |
| 869 |
| (9,820) |
| |||
Adjust: Foreign currency exchange (loss) gain, net |
| (3,756) |
|
| 2,701 | |||
Income before income taxes, as adjusted |
| $ | 117,660 |
|
| $ | 440,926 |
|
Income tax expense |
| $ | (11,475) |
| $ | (87,112 | ) | |
Adjust: Income tax benefit (expense) attributable to 2017 U.S. Tax Reform |
| — |
|
| 25,728 |
| ||
Adjust: Income tax benefit (expense) attributable to foreign currency exchange (loss) gain, net |
| 4,055 |
|
| 10,990 |
| ||
Income tax expense, as adjusted |
| $ | (15,530) |
| $ | (123,830 | ) | |
Effective income tax rate, as adjusted |
| 13.2 | % |
| 28.1 | % | ||
| 51 |
| Year Ended December 31, | ||||||||
| (dollar amounts in thousands) | 2019 | 2018 | ||||||
| Income before income taxes | $ | 433,807 | $ | 294,916 | ||||
| Income tax expense | (87,112 | ) | (62,785 | ) | ||||
| Net income | $ | 346,695 | $ | 232,131 | ||||
| Effective income tax rate | 20.1 | % | 21.3 | % | ||||
| Income before income taxes | $ | 433,807 | $ | 294,916 | ||||
| Adjust: Goodwill and acquired intangible assets impairment | — | (7,049 | ) | |||||
| Adjust: Other gains, net | (9,820 | ) | 27 | |||||
| Adjust: Foreign currency exchange (loss) gain, net | 2,701 | (26,655 | ) | |||||
| Income before income taxes, as adjusted | $ | 440,926 | $ | 328,593 | ||||
| Income tax expense | $ | (87,112 | ) | $ | (62,785 | ) | ||
| Adjust: Income tax benefit (expense) attributable to 2017 U.S. tax reform | 25,728 | 12,262 | ||||||
| Adjust: Income tax benefit attributable to acquired intangible assets impairment | — | 1,506 | ||||||
| Adjust: Income tax benefit (expense) attributable to foreign currency exchange (loss) gain, net | 10,990 | 8,743 | ||||||
| Income tax expense, as adjusted | $ | (123,830 | ) | $ | (85,296 | ) | ||
| Effective income tax rate, as adjusted | 28.1 | % | 26.0 | % | ||||
We calculate our effective income tax rate by dividing income tax expense by pre-tax book income. Our effective income tax rates were 20.1%140.4% and 21.3% 20.1%for the years ended December 31, 20192020 and 2018,2019, respectively. On December 22, 2017, the U.S. enacted into law what is informally called the Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform"). In 2017 we had a net provisional tax expense of $41.6 million resulting from U.S. Tax Reform. In the fourth quarter of 2018, we adjusted our accounting for the tax effects of U.S. Tax Reform. The net provisional tax expense was decreased in that period by approximately $12.3 million to $29.3 million. In the fourth quarter of 2019 after additional regulatory guidance was issued by applicable taxing authorities, the Company elected to claim U.S. tax credits for foreign tax paid on foreign source income,credits, which reduced the net tax expense by $25.7$25.7 million for a total tax expense from U.S. Tax Reform of $3.6 million. . See Note 13,14, Income Taxes, to the Consolidated Financial Statements for further information. The effective income tax rates were also significantly influenced by the impact of the goodwill and acquired intangible asset impairment and foreign currency exchange gains (losses). Excluding theseforeign currency exchange gains (losses) and goodwill and acquired intangible asset impairment items from pre-tax income, as well as the related tax effects for these items, our adjusted effective income tax rates were 28.1%13.2% and 26.0% 28.1%for the years ended December 31, 20192020 and 2018,2019, respectively.
The effective income tax rate, as adjusted, for 2019 and 20182020 was higherlower than the applicable statutory income tax rate of 21% 21%primarily because of the release of unrecognized tax benefits for the completion of foreign country tax audits. The effective income tax rate, as adjusted, for 2019 was higher than the applicable statutory income tax rate of21%primarily because of higher income tax rates in foreign countries where we have significant operationsoperations. and the tax effects of the global intangible low-taxed income ("GILTI") provision of U.S. Tax Reform. The effective income tax rate, as adjusted, for 2019 is higher than 2018 as a result of substantially more foreign earnings of the Company being subject to higher foreign statutory income tax rates.
We determine income tax expense based upon enacted tax laws applicable in each of the taxing jurisdictions where we conduct business. Based on our interpretation of such laws, and considering the evidence of available facts and circumstances and baseline operating forecasts, we have accrued the estimated income tax effects of certain transactions, business ventures, contractualcontract and organizational structures, and the estimated future reversal of timing differences. Should a taxing jurisdiction change its laws or dispute our conclusions, or should management become aware of new facts or other evidence that could alter our conclusions, the resulting impact to our estimates could have a material adverse effect on our results of operations and financial condition.
Income before income taxes, as adjusted, income tax expense, as adjusted and effective income tax rate, as adjusted, are non-U.S. GAAP financial measures that management believes are useful for understanding why our effective income tax rates are significantly different than would be expected. These non-U.S. GAAP measures are used by management to conduct and evaluate its business during its regular review of operating results for the periods presented.
Our total liability for uncertain tax positions under Accounting Standards Codification ("ASC") 740-10-25 and -30 was$39.8 million as of December 31, 2020. The application of ASC 740-10-25 and -30 requires significant judgment in assessing the outcome of future income tax examinations and their potential impact on the Company's estimated effective income tax rate and the value of deferred tax assets, such as those related to the Company's net operating loss carryforwards. It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next twelve months, as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect our Consolidated Financial Statements. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.
Net income attributable to noncontrolling interests was $0.1 million for 2020 and net loss attributable to noncontrolling interests was $0.1 million for 2019 and $0.7 million2019 for 2018.. Noncontrolling interests represent the elimination of net income or loss attributable to the minority shareholders’shareholders' portion of the following consolidated subsidiaries that are not wholly owned:
Subsidiary | Percent Owned | |||
Segment - Country | ||||
Movilcarga | 95% | epay - Spain | ||
Euronet China | 85% | EFT - China | ||
Euronet Pakistan | 70% | EFT - Pakistan | ||
Euronet Infinitium Solutions | 65% | EFT - India |
Net (Loss) Income Attributable to Euronet
Net incomeloss attributable to Euronet was $346.73.4 million and $232.9 million for 2019 and 2018, respectively. Net2020 compared to the net income attributable to Euronet increased $113.9for 2019, a decrease of $350.1 million in 2019 compared to 2018. or 101%. The increasedecrease in net income for 2019 was primarily dueattributable to anthe $267.4 million decrease in revenues, the $161.2 million increase in operating income of $117.3expenses (including the $106.6 million annon-cash goodwill and acquired intangible asset impairment charges), and $6.5 million increase of $29.4 million in net foreign currency exchange gain,losses, partially offset by a $9.8 million decrease in interest expenseloss on early retirement of $1.3 million, an increase in interest income of $0.6 million,debt and an increase in income from unconsolidated affiliates of $0.1 million. The increases were partly offset by an increasea decrease in income tax expense of $24.3 million, an increase in net loss attributable to early retirement of debt of $9.8 million, and a decrease of net loss attributable to noncontrolling interests of $0.7$75.6 million.
Translation Adjustment
Translation gains and losses are the result of translating our foreign entities' balance sheets from local functional currency to the U.S. dollar reporting currency prior to consolidation and are recorded in comprehensive income. As required by U.S. GAAP, during this translation process, asset and liability accounts are translated at current foreign currency exchange rates and equity accounts are translated at historical rates. Historical rates represent the rates in effect when the balances in our equity accounts were originally created. By using this mix of rates to convert the balance sheet from functional currency to U.S. dollars, differences between current and historical exchange rates generate this translation adjustment.
We recorded a net lossgain on translation adjustments of $13.970.8 million in 2019for 2020 and a net loss of $56.7$13.9 million for 2019. During 2020, the U.S. dollar weakened compared to key foreign currencies, resulting in 2018. During translation gains which were recorded in comprehensive income. In 2019 and 2018,, the U.S. dollar strengthened compared to most currencies, resulting in translation losses which were recorded in comprehensive income.
Liquidity and Capital Resources
Working capital
As of December 31, 2019,2020, we had working capital of $1,284.8$1,510.5 million, which is calculated as the difference between total current assets and total current liabilities, compared to working capital of $709.21,284.8 million as of December 31, 20182019. The increase in working capital is primarily duedriven by an increase in borrowings on our revolving credit facility of $270.4 million and operating results for 2020, partially offset by $239.8 million of share repurchases during the first quarter of 2020. This $270.4 million was utilized to the issuance Convertible Notesfacilitate effective cash management for year-end payment and Senior Notessettlement requirements across many countries and was repaid in 2019.January 2021. Our ratio of current assets to current liabilities was 1.81 and 1.79 as of December 31, 2020 and 1.51 as of December 31, 2019 and December 31, 2018, respectively.
| 53 |
We require substantial working capital to finance operations. The Money Transfer Segment funds the payout of the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents. Working capital needs increase due to weekends and banking holidays. As a result, we may report more or less working capital for the Money Transfer Segment based solely upon the day on which the reporting period ends. The epay Segment produces positive working capital, but much of it is restricted in connection with the administration of its customer collection and vendor remittance activities. In our EFT Processing Segment, we obtain a significant portion of the cash required to operate our ATMs through various cash supply arrangements, the amount of which is not recorded on Euronet's Consolidated Balance Sheets. However, in certain countries, we fund the cash required to operate our ATM network from borrowings under the revolving credit facilities and cash flows from operations. As of December 31, 2019,2020, we had approximately $665.6$411.1 million of our own cash in use or designated for use in our ATM network, which is recorded in ATM cash on Euronet's Consolidated Balance Sheet.
The Company has $1,420.3 million of unrestricted cash as of December 31, 2020 compared to $786.1 million as of December 31, 2019. The increase in cash is primarily due to the transfer of ATM cash to unrestricted cash, cash generated from operations, and additional borrowings on the Credit Facility of $270.4 million, partially offset by $239.8 million in share repurchases during the first quarter of 2020. Including the $411.1 million of cash in ATMs at December 31, 2020, the Company has access to $1,831.4 million in available cash, and $668.8 million available under the credit facility with no significant long-term debt principal payments until October 2023.
We had cash, cash equivalents and restricted cash of $2,099.5 million as of December 31, 2020, of which $1,504$1,394.8 million was held outside of the U.S. and is expected to be indefinitely reinvested for continued use in foreign operations. Repatriation of these assets to the U.S. could have negative tax consequences.
The following table identifies cash and cash equivalents provided by/(used in) our operating, investing and financing activities for the years ended December 31, 20192020 and 20182019 (in thousands):
|
| Year Ended December 31, | ||||||
Liquidity |
| 2020 |
| 2019 | ||||
Cash and cash equivalents and restricted cash provided by (used in): |
|
|
|
| ||||
Operating activities |
| $ | 253,505 |
|
| $ | 504,488 |
|
Investing activities |
| (105,531) |
| (229,027 | ) | |||
Financing activities |
| 35,398 |
|
| 416,298 |
| ||
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash |
| 98,757 |
| (5,332 | ) | |||
Increase in cash and cash equivalents and restricted cash |
| $ | 282,129 |
|
| $ | 686,427 |
|
| Year Ended December 31, | ||||||||
| Liquidity | 2019 | 2018 | ||||||
| Cash and cash equivalents and restricted cash provided by (used in): | ||||||||
| Operating activities | $ | 504,488 | $ | 397,233 | ||||
| Investing activities | (229,027 | ) | (132,283 | ) | ||||
| Financing activities | 416,298 | 2,024 | ||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash | (5,332 | ) | (36,540 | ) | ||||
| Increase in cash and cash equivalents and restricted cash | $ | 686,427 | $ | 230,434 | ||||
Operating cash flow
Cash flows provided by operating activities were $504.5$253.5 million for 20192020 compared to $397.2$504.5 million for 2018. 2019. The increasedecrease in operating cash flows was primarily due to improved operating results, partlythe decrease in net income, partially offset by fluctuations in working capital mainly associated with the timing of the settlement processes with content providers in the epay Segment, with correspondents in the Money Transfer Segment, and with card organizations and banks in the EFT Processing Segment.
| 54 |
Cash flows used in investing activities were $105.5 million for 2020 compared to $229.0 million for 20192019. The decrease is primarily the result of a $93.1 million decrease in acquisitions during 2020 compared to $132.32019. We used $97.6 million for 2018. The increase was primarily due to acquisitions and increased capital expenditures mainly related to our ATM network expansion. During 2019, we used $94.2 million for acquisitions. The Company completed four investments in 2019 and two investments in 2018. The acquisitions have been accounted for in accordance with U.S. GAAP and the results of operations have been included from the respective dates of acquisition. Purchasespurchases of property and equipment werein 2020 compared to $131.3 million in 2019. The decrease in purchases of property and $112.5 million for 2019 and 2018, respectively.equipment is primarily driven by the COVID-19 pandemic related impacts to the EFT segment. Cash used for software development and long-term assetsother investing activities totaled $7.8 million in 2020 compared to $7.3 million forin 2019 and $8.5 million for 2018.. Other investing activities consistconsists mainly of proceeds from the sale of property and equipment of $1.0 million for 2020 and $3.7 million for 2019 and $1.6 million in 2018.
Financing activity cash flow
Cash flows provided by financing activities were $35.4 million for 2020 compared to $416.3 million for 2019 compared to $2.0 million for 2018. We generally borrow amounts under our revolving credit facility seasonally to fund our independent ATM network as well as several times each month to support the short-term cash needs of our Money Transfer segment in order to fund the correspondent network in advance of collecting remittance amounts from the agency network. These borrowings related to the Money Transfer Segment are repaid over a very short period of time, generally within a few days. Net. The net borrowings on debt obligations were $265.2 million for 2020 compared to $500.2 million in 2019 compared to net repayments of $170.5 million for 2018.. The increasedecrease in net borrowings as compared to 2018 was primarily the result of borrowing additional amounts under the issuance of $1,194.9 million of Convertible Notes and Senior Notes during 2019 which were used to fund the operating cash of our IAD networks, repay revolving credit facility for ATM cash needs. Additionally, for 2019borrowings and 2018, we paid $6.5repurchase a portion of existing convertible notes, partially offset by $270.4 million outstanding on the Credit Facility as of December 31, 2020. We repurchased $241.5 million and $6.1 million, respectively, for finance lease obligations. We used $74.5 million of our common stock during 2020 and $177.9 million for the repurchase of shares during 2019 and 2018,, respectively. Of the $74.5$241.5 million repurchased shares, $70.9$239.8 million in value of Euronet Common Stock werecommon stock was repurchased under the Repurchase Program. Further, weour repurchase program. We received proceeds of $18.1 million and $15.0 million during 2020and $18.6 million during 2019 and 2018,, respectively, for the issuance of stock in connection with our Stock Incentive Plan.
Other sources of capital
Credit Facility
Convertible debt
| 55 |
Senior Notes
Other debt obligations— Certain of our subsidiaries have available credit lines and overdraft facilities to generally supplement short-term working capital requirements, when necessary. There were
Other uses of capital
Capital expenditures and needs — Total capital expenditures for 20192020 were $131.3 million.$96.2 million. These capital expenditures were primarily for the purchase of ATMs to expand our IAD network in Europe, the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminalsterminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 20202021 are currently estimated to be approximately $145 $135million to $150 $140million.The Company reduced capital expenditures for 2020 due to the COVID-19 pandemic.
Contractual lease obligations— The Company has entered into contractually binding operating and finance lease commitments to operate the business. Operating lease expenses were $83.1 million for the year ended December 31, 2020 and $130.5 million for the year ended December 31, 2019. Finance lease expenses were not material for 2020 or 2019. For additional information on operating and finance lease obligations, see Note 13, Leases, to the Consolidated Financial Statements.
At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our revolving credit facilityCredit Facility and other existing and potential future financingfinancings will be sufficient to meet our debt, leasing, and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.
Share repurchase plan
The Company's Board of Directors hashad authorized a stock repurchase program ("Repurchase Program"), allowing Euronet to repurchase up to $375 million in value or 10.0 million shares of stock through March 31, 2020. The Company repurchased all $375 million of stock under this program. On March 11, 2019, in connection with the issuance of the Convertible Notes, the Board of Directors authorized an additional repurchase program of $120 million in value of the Company's common stock through March 11, 2021. The Company has repurchased $110.6 million of stock under this program. On February 26, 2020, the Company put a repurchase program in place to repurchase up to $250 million in value, but not more than 5.0 million shares of common stock through February 28, 2022. For the year ended December 31, 2020, the Company repurchased2.1 millionshares under the repurchase programs at a weighted average purchase price of$114.41for a total value of$239.8 million. Repurchases under either programof the current programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan. For the year end December 31, 2019, the Company repurchased 0.5 million shares under the Repurchase Program at a weighted average purchase price of $143.76 for a total value of $70.9 million. For the year ended December 31, 2018, the Company repurchased 2.0 million shares under the Repurchase Program at a weighted average purchase price of $86.10 for a total value of $175.0 million.
Inflation and functional currencies
Generally, the countries in which we operate have experienced low and stable inflation in recent years. Therefore, the local currency in each of these markets is the functional currency. Currently, we do not believe that inflation will have a significant effect on our results of operations or financial position. We continually review inflation and the functional currency in each of the countries where we operate.
| 56 |
We have certain significant off balance sheet items described below, in the following section, “Contractual Obligations” and in Note 19,20, Commitments, to the Consolidated Financial Statements.
On occasion, we grant guarantees of the obligations of our subsidiaries and we sometimes enter into agreements with unaffiliated third parties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of December 31, 2019.
The following table summarizes our contractual obligations as of December 31, 2019:
| Payments due by period | ||||||||||||||||||||
| (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| Long-term debt obligations, including interest | $ | 1,278,106 | $ | 13,197 | $ | 26,395 | $ | 26,395 | $ | 1,212,119 | ||||||||||
| Obligations under operating leases | 392,525 | 125,231 | 154,609 | 69,580 | 43,105 | |||||||||||||||
| Obligations under finance leases | 14,585 | 6,322 | 7,665 | 598 | — | |||||||||||||||
| Purchase obligations | 14,168 | 8,646 | 2,733 | 1,867 | 922 | |||||||||||||||
| Total | $ | 1,699,384 | $ | 153,396 | $ | 191,402 | $ | 98,440 | $ | 1,256,146 | ||||||||||
|
| Payments due by period | |||||||||||||||
(in millions) |
| Total |
| Less than 1 year |
| 1-3 years |
| 3-5 years |
| More than 5 years | |||||||
Long-term debt obligations, including interest |
| $ | 1,608.4 |
| $ | 17.3 |
| $ | 304.5 |
| $ | 549.9 |
| $ | 736.7 | ||
Obligations under operating leases (undiscounted) |
| 163.8 |
| 48.6 |
| 60.8 |
| 27.3 |
| 27.1 | |||||||
Total |
| $ | 1,772.2 |
| $ | 65.9 |
| $ | 365.3 |
| $ | 577.2 |
| $ | 763.8 | ||
The computation of interest for debt obligations with variable interest rates reflects interest rates in effect at December 31, 20192020 and assumes no change in our revolving credit borrowings prior to the maturity date of our credit facility. For additional information on debt obligations, see Note 10,11, Debt Obligations, to the Consolidated Financial Statements.
For additional information on capital and operating lease obligations, see Note 12,13, Leases, to the Consolidated Financial Statements. Purchase obligations primarily consist of ATM maintenance and services as well as telecommunications services and professional fees.
Our total liability for uncertain tax positions under Accounting Standards Codification ("ASC") 740-10-25 and -30 was $44.5$39.8 million as of December 31, 2019.2020. The application of ASC 740-10-25 and -30 requires significant judgment in assessing the outcome of future income tax examinations and their potential impact on the Company's estimated effective income tax rate and the value of deferred tax assets, such as those related to the Company's net operating loss carryforwards. It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next twelve months, as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect our consolidated financial statements.Consolidated Financial Statements. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP which requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Management considers an accounting policy and estimate to be critical if it requires the use of assumptions that were uncertain at the time the estimate was made and if changes in the estimate or selection of a different estimate could have a material effect on the Company’sCompany's financial condition and results of operations. Our most critical estimates and assumptions are used for computing income taxes, allocating the purchase price to assets acquired and liabilities assumed in acquisitions, and potential impairment of long-livedintangible assets and goodwill. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates. For a summary of all of the Company’sCompany's significant accounting policies, see Note 3, Summary of Significant Accounting Policies and Practices, to the accompanying Consolidated Financial Statements.
| 57 |
Accounting for income taxes
The deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded under the asset and liability method prescribed under ASC Topic 740, Income Taxes (“"ASC 740”740"). This method gives consideration to the future tax consequences of deferred income or expense items and immediately recognizes changes in income tax laws upon enactment. The statement of income effect is generally derived from changes in deferred income taxes, net of valuation allowances, on the balance sheet as measured by differences in the book and tax bases of our assets and liabilities.
In assessing the recognition of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As more fully described in Note 13,14, Income Taxes, to the Consolidated Financial Statements, gross deferred tax assets were$278.6 $274.2 million as of December 31, 20192020, partially offset by a valuation allowance of $83.277.6 million. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We make judgments and estimates on the scheduled reversal of deferred tax liabilities, historical and projected future taxable income in each country in which we operate, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and current projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these deductible differences, net of the existing valuation allowance at December 31, 20192020. If we have a history of generating taxable income in a certain country in which we operate, and baseline forecasts project continued taxable income in this country, we will reduce the valuation allowance for those deferred tax assets that we expect to realize.
Additionally, we follow the provisions of ASC 740-10-25 and -30 to account for uncertainty in income tax positions. Applying the standard requires substantial management judgment and use of estimates in determining whether the impact of a tax position is “more"more likely than not”not" of being sustained on audit by the relevant taxing authority. We consider many factors when evaluating and estimating our tax positions, which may require periodic adjustments and which may not accurately anticipate actual outcomes. It is reasonably possible that amounts reserved for potential exposure could change significantly as a result of the conclusion of tax examinations and, accordingly, materially affect our operating results.
Business combinations
In accordance with ASC Topic 805, Business Combinations (“"ASC 805”805"), we allocate the acquisition purchase price of an acquired entity to the assets acquired, including identifiable intangibles, and liabilities assumed based on their estimated fair values at the date of acquisition. Management applies various valuation methodologies to these acquired assets and assumed liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets and certain other assets and liabilities acquired or assumed in business combinations. Management uses significant estimates and assumptions to value such items, including, projected cash flows and discount rates. For larger or more complex acquisitions, we generally obtain third-party valuations to assist us in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and related amortization expense. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
| 58 |
In accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”), we evaluate the carrying value of our indefinite-lived assets, including goodwill, at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, that the fair value of the reporting unit may be less than its carrying amount. ImpairmentOur annual impairment tests are performed annually during the fourth quarter and are performed at the reporting unit level. Our annual process for evaluating goodwill requiresallows us to perform a qualitative assessment for all reporting units, not subjected directly to theand then perform a quantitative goodwill impairment test.test for those reporting units in which it is deemed necessary. The qualitative factors evaluated by the Company include: economic conditions of the local business environment, overall financial performance, sensitivity analysis from the most recent quantitative test, and other entity specific factors as deemed appropriate. If we determine a quantitative goodwill impairment test is appropriate, the test involves comparing the fair value of a reporting unit to its carrying amount, including goodwill, after any long-lived asset impairment charges. Generally, the fair value representsis determined using discounted projected future cash flows and market multiple of earnings. If the carrying amount of the reporting unit's goodwillunit exceeds the fair value of the reporting unit, a goodwill an impairment loss is recognized in an amount equal to the excess. Determining the fair value of reporting units requires significant management judgment in estimating future cash flows and assessing potential market and economic conditions. It is reasonably possible that our operations will not perform as expected, or that estimates or assumptions could change, which may result in the recording of material non-cash impairment charges during the year in which these determinations take place.
The fair value of these reporting units were determined using weighted results from the discounted cash flow model ("DCF model") and guideline public company method ("Market Approach model"). A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including forecasted revenue, forecasted EBITDA margin, and discount rate. Significant assumptions and inputs in the Market Approach model are EBITDA, EBITDA market multiple, and the estimated control premium. The DCF Model and Market Approach Model utilize Level 3 inputs in the fair value hierarchy as they include unobservable inputs that require significant management assumptions.
The results of the June 1, 2020 quantitative test were that three of the six reporting units’ fair value exceeded their respective carrying amounts.For the remaining three reporting units, the quantitative test indicated that the fair value of each of the reporting units was less than the respective carrying amounts. As a result, we recorded a non-cash goodwill impairment charge of $104.6 million with respect to the xe, Innova and Pure Commerce reporting units. A total of $21.9 million of the impairment charge was included within the EFT Segment, and $82.7 million of the impairment charge was included in the Money Transfer Segment.
Subsequent to June 1, 2020 and through year-end, including the fourth quarter annual impairment test, management monitored whether there were events or changes in circumstances that had occurred, at a reporting unit level, to indicate that goodwill was impaired or further impaired.There were no indications of impairment and no additional non-cash goodwill impairment charges were recorded.
| 59 |
Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely
As of December 31,
Recently Issued Accounting Pronouncements
See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 3 - Summary of Significant Accounting Policies and Practices.
Forward-Looking Statements
This document contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (“("Exchange Act”Act"). Generally, the words "believe," "expect," "anticipate," "intend," "estimate," "will" and similar expressions identify forward-looking statements. However, the absence of these words or similar expressions does not mean the statement is not forward-looking. All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:
- our business plans and financing plans and requirements;
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.
| 60 |
Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may materially differ from those in the forward-looking statements as a result of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including impacts from the COVID-19 pandemic; the speed and effectiveness of rollouts for vaccines and treatments for COVID-19; 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; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering, anti-terrorism, anti-bribery, sanctions, consumer and data protection and the European Union's General Data Protection Regulation and Second 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; impacts from the COVID-19 virus; and renewal of sources of funding as they expire and the availability of replacement funding and those factors referred to above and as set forth and more fully described in Part I, Item 1A — Risk Factors. Any forward-looking statements made in this Form 10-K speak only as of the date of this report. Except as required by law, we do not intend, and do not undertake, any obligation to update any forward looking statements to reflect future events or circumstances after the date of such statements.
Interest rate risk
As of December 31 2019,, 2020, our total debt outstanding, excluding unamortized debt issuance costs, was $1.1 billion.$1,456.3 million. Of this amount, $437.0$452.2 million, net of debt discounts, or 39%31% of our total debt obligations, relates to our contingent convertible notes havingConvertible Notes that have a fixed coupon rate. Our $525.0 million outstanding principal amount of contingent convertible notesConvertible Notes accrue cash interest at a rate of 0.75% of the principal amount per annum. Based on quoted market prices, as of December 31, 2019,2020, the fair value of our fixed rate convertible notesConvertible Notes was $569.4$667.4 million, compared to a carrying value of $437.0 million.$452.2 million. Interest expense for these notes,the Convertible Notes, including accretion and amortization of deferred debt issuance costs, has a weighted average interest rate of 4.4% annually. Further, as of December 31, 20192020, we had no borrowings$270.4 million outstanding under our Credit Facility.Facility, or 19% of our total debt obligations. Additionally, $673.4$732.8 million, or 60%50% of our total debt obligations, relates to Senior Notes having a fixed coupon rate. Our €600 million outstanding principal amount of Senior Notes accrue cash interest at a rate of 1.375% of the principal per annum. Based on quoted market prices, as of December 31, 2019,2020, the fair value of our fixed rate Senior Notes was $668.2$728.7 million, compared to a carrying value of $673.4 million.$732.8 million. The remaining $6.2$0.9 million, or 1%0.1% of our total debt obligations, is related to borrowings by certain subsidiaries to fund, from time to time, working capital requirements. These arrangements generally are due within one year and accrue interest at variable rates.
Additionally, as of December 31, 2019,2020, we had approximately $14.0$12.6 million of finance leases with fixed payment and interest terms that expire between the years of 2020 2021 and 2024 and bear interest at rates between 0.8% and 16.8%2025.
Our excess cash is invested in instruments with original maturities of three months or less or in certificates of deposit that may be withdrawn at any time without penalty; therefore, as investments mature and are reinvested, the amount we earn will increase or decrease with changes in the underlying short-term interest rates.
Foreign currency exchange rate risk
For the years ended December 31, 2020 and 2019, 71% and 2018, 74% and 72% of our revenues, respectively, were generated in non-U.S. dollar countries. We expect to continue generating a significant portion of our revenues in countries with currencies other than the U.S. dollar.
| 61 |
We are particularly vulnerable to fluctuations in exchange rates of the U.S. dollar to the currencies of countries in which we have significant operations, primarily the euro, British pound, Australian dollar, Polish zloty, Indian rupee, New Zealand dollar, Malaysian ringgit and Hungarian forint. As of December 31, 2019,2020, we estimate that a 10% fluctuation in these foreign currency exchange rates would have the combined annualized effect on reported net income and working capital of approximately $77 $80million to $82 million.$85million. This effect is estimated by applying a 10% adjustment factor to our non-U.S. dollar results from operations, intercompany loans that generate foreign currency gains or losses and working capital balances that require translation from the respective functional currency to the U.S. dollar reporting currency.
Additionally, we have other non-current, non-U.S. dollar assets and liabilities on our balance sheet that are translated to the U.S. dollar during consolidation. These items primarily represent goodwill and intangible assets recorded in connection with acquisitions in countries other than the U.S. We estimate that a 10% fluctuation in foreign currency exchange rates would have a non-cash impact on total comprehensive income of approximately $140$98 million to $145 $103million as a result of the change in value of these items during translation to the U.S. dollar. For the fluctuations described above, a strengthening U.S. dollar produces a financial loss, while a weakening U.S. dollar produces a financial gain.
We believe this quantitative measure has inherent limitations and does not take into account any governmental actions or changes in either customer purchasing patterns or our financing or operating strategies. Because a majority of our revenues and expenses are incurred in the functional currencies of our international operating entities, the profits we earn in foreign currencies are positively impacted by a weakening of the U.S. dollar and negatively impacted by a strengthening of the U.S. dollar. Additionally, our debt obligations are primarily in U.S. dollars; therefore, as foreign currency exchange rates fluctuate, the amount available for repayment of debt will also increase or decrease.
We use derivatives to minimize our exposures related to changes in foreign currency exchange rates and to facilitate foreign currency risk management services by writing derivatives to customers. Derivatives are used to manage the overall market risk associated with foreign currency exchange rates; however, we do not perform the extensive record-keeping required to account for the derivative transactions as hedges. Due to the relatively short duration of the derivative contracts, we use the derivatives primarily as economic hedges. Since we do not designate foreign currency derivatives as hedging instruments pursuant to the accounting standards, we record gains and losses on foreign exchange derivatives in earnings in the period of change.
A majority of our consumer-to-consumer money transfer operations involve receiving and disbursing different currencies, in which we earn a foreign currency spread based on the difference between buying currency at wholesale exchange rates and selling the currency to consumers at retail exchange rates. We enter into foreign currency forward and cross-currency swap contracts to minimize exposure related to fluctuations in foreign currency exchange rates. The changes in fair value related to these contracts are recorded in Foreign currency exchange (loss) gain, net on the Consolidated Statements of Income. As of December 31, 2019,2020, we had foreign currency derivative contracts outstanding with a notional value of $159.0$246 million, primarily in Australian dollars, British pounds, Canadian dollars, euros and Mexican pesos, that were not designated as hedges and mature within a few days.
For derivative instruments our xe operations write to customers, we aggregate the foreign currency exposure arising from customer contracts, and hedge the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties as part of a broader foreign currency portfolio. The changes in fair value related to the total portfolio of positions are recorded in Revenues on the Consolidated Statements of Income. As of December 31, 2019,2020, we held foreign currency derivative contracts outstanding with a notional value of $1.2$1.3 billion, primarily in U.S. dollars, euros, British pounds, Australian dollars and New Zealand dollars, that were not designated as hedges and for which the majority mature within the next twelve months.
We use longer-term foreign currency forward contracts to mitigate risks associated with changes in foreign currency exchange
See Note 11,12, Derivative Instruments and Hedging Activities to our Consolidated Financial Statements for additional information.
| 62 |
Page | |
| 64 | |
| 67 | |
| 70 | |
| 74 | |
| 74 | |
| (2) Basis of Preparation | 74 |
| 75 | |
| (5) Stockholders' Equity | 83 |
| 85 | |
| 86 | |
| 86 | |
| 87 | |
| 88 | |
| 89 | |
| 92 | |
| 95 | |
| 97 | |
| 101 | |
| 102 | |
| 104 | |
| 108 | |
| 110 | |
| 110 | |
| 111 | |
| 112 |
| 63 |
To the Stockholders and Board of Directors
Euronet Worldwide, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc. and subsidiaries (the Company) as of December 31, 20192020 and 2018,2019, the related consolidated statements of income,operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019,2020, and the related notes (collectively, the consolidated financial statements.)statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control -– Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
As discussed in Note
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
| 64 |
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidatedfinancial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As discussed in Note 3 to the consolidated financial statements, the Company earned
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. The
The following are the primary procedures we performed to address this critical audit matter includedmatter. We applied auditor judgment to determine the following. Wenature and extent of procedures to be performed over revenue, including the determination of locations at which those procedures were to be performed.At each Company location selected, we:
- evaluated the design and tested the operating effectiveness of certain internal controls
overrelated to the Company’s revenue process, including controlsrelated toover theconsolidationaccurate recording ofglobalrevenueamounts. Weamounts - assessed the training and experience of the auditors on our audit team that were
locatedin countries other than the UnitedStates. WeStates - tested a sample of individual revenue transactions
at certain locationsby comparing amounts recognized by the Company to relevant contracts and or payment and transaction support.After completion of these procedures, we
We evaluated the overall sufficiency of the audit evidence obtained over revenues.
| 65 |
Goodwill impairment analysis for one reporting unit in the Money Transfer segment
As discussed in NotesNote 3 and 9 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis and whenever events andor changes in circumstances indicate that it is more likely than not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. The goodwill balance as of December 31, 20192020 was $743.8$665.8 million. TheDuring the year ended December 31, 2020, the Company performedrecognized an impairment charge of $104.6 million, including a goodwill impairment test for each reporting unit using a qualitative approach, exceptcharge of $82.7 million for one reporting unit in the Money Transfer segment which was tested using the quantitative approach.
We identified the evaluation of the goodwill impairment analysis for this one reporting unit in the Money Transfer segment as a critical audit matter.Subjective auditor judgment was required in evaluating certain assumptions used to estimate the fair value of the reporting unit, including assumptions related to (1) the forecasted revenue growth rates, (2) the forecasted operating expense excluding depreciation, amortization, and impairment, (3) discount rate, and (4) earnings before interest, income taxes, depreciation, and amortization (EBITDA) margin, (3) the discount rate, and (4) the EBITDA market multiple. Changes to these key assumptions could have a significant effect on the fair value determination and assessment of the carrying value of the goodwill.
The following are the primary procedures we performed to address this critical audit matter includedmatter. We evaluated the following. Wedesign and tested the operating effectiveness of certain internal controls overrelated to the Company’s goodwill impairment assessment process, including controls related to the development of the keysignificant assumptions. We evaluated the Company’s forecasted revenue growth rates and forecasted EBITDA marginoperating expense excluding depreciation, amortization and impairment assumptions by comparing them to external market and industry data. We compared the Company’s historical forecasted results to actual results to assess the Company’s ability to accurately forecast. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating 1)(1) the Company’s discount rate
/s/ KPMG LLP
We have served as the Company's auditor since 2003.
Kansas City, Missouri
February 28, 202019, 2021
| 66 |
(in thousands, except share and per share data)
| December 31, | ||||||
| 2020 |
| 2019 | ||||
ASSETS |
|
|
| ||||
Current assets: |
|
|
| ||||
Cash and cash equivalents | $ | 1,420,255 |
|
| $ | 786,081 |
|
ATM cash | 411,054 |
|
| 665,641 |
| ||
Restricted cash | 3,334 |
|
| 34,301 |
| ||
Settlement assets | 1,140,875 |
|
| 1,013,067 |
| ||
Trade accounts receivable, net of credit loss allowance of $5,926 and $3,892 | 117,517 |
|
| 201,935 |
| ||
Prepaid expenses and other current assets | 272,900 |
|
| 217,707 |
| ||
Total current assets | 3,365,935 |
|
| 2,918,732 |
| ||
Operating right of use lease assets | 162,074 |
|
| 377,543 |
| ||
Property and equipment, net of accumulated depreciation of $490,429 and $410,243 | 378,441 |
|
| 359,980 |
| ||
Goodwill | 665,821 |
|
| 743,823 |
| ||
Acquired intangible assets, net of accumulated amortization of $175,210 and $204,853 | 121,883 |
|
| 141,847 |
| ||
Other assets, net of accumulated amortization of $55,710 and $46,788 | 232,557 |
|
| 115,741 |
| ||
Total assets | $ | 4,926,711 |
|
| $ | 4,657,666 |
|
LIABILITIES AND EQUITY |
|
|
| ||||
Current liabilities: |
|
|
| ||||
Settlement obligations | $ | 1,140,875 |
|
| $ | 1,013,067 |
|
Trade accounts payable | 147,593 |
|
| 81,743 |
| ||
Accrued expenses and other current liabilities | 404,021 |
|
| 294,557 |
| ||
Current portion of operating lease obligations | 52,436 |
|
| 127,353 |
| ||
Short-term debt obligations and current maturities of long-term debt obligations | 797 |
|
| 6,089 |
| ||
Income taxes payable | 36,359 |
|
| 52,583 |
| ||
Deferred revenue | 73,360 |
|
| 58,588 |
| ||
Total current liabilities | 1,855,441 |
|
| 1,633,980 |
| ||
Debt obligations, net of current portion | 1,437,589 |
|
| 1,090,939 |
| ||
Operating lease obligations, net of current portion | 106,502 |
|
| 241,977 |
| ||
Deferred income taxes | 37,875 |
|
| 56,067 |
| ||
Other long-term liabilities | 43,401 |
|
| 55,361 |
| ||
Total liabilities | 3,480,808 |
|
| 3,078,324 |
| ||
Equity: |
|
|
| ||||
Euronet Worldwide, Inc. stockholders' equity: |
|
|
| ||||
Preferred Stock, $0.02 par value. 10,000,000 shares authorized; none issued | 0— |
|
| 0— |
| ||
Common Stock, $0.02 par value. 90,000,000 shares authorized; shares issued 63,366,010 and 62,775,762 | 1,267 |
|
| 1,256 |
| ||
Additional paid-in capital | 1,228,446 |
|
| 1,190,058 |
| ||
Treasury stock, at cost, shares issued 10,631,961 and 8,554,908 | (703,032 | ) |
| (463,704 | ) | ||
Retained earnings | 1,013,155 |
|
| 1,016,554 |
| ||
Accumulated other comprehensive loss | (94,214 | ) |
| (164,890 | ) | ||
Total Euronet Worldwide, Inc. stockholders' equity | 1,445,622 |
|
| 1,579,274 |
| ||
Noncontrolling interests | 281 |
|
| 68 |
| ||
Total equity | 1,445,903 |
|
| 1,579,342 |
| ||
Total liabilities and equity | $ | 4,926,711 |
|
| $ | 4,657,666 |
|
See accompanying notes to the Consolidated Financial Statements.
| 67 |
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
(in thousands, except share and per share data)
|
| Year Ended December 31, | ||||||||||
|
| 2020 |
| 2019 |
| 2018 | ||||||
|
|
|
|
|
|
| ||||||
Revenues |
| $ | 2,482,700 |
|
| $ | 2,750,109 |
|
| $ | 2,536,629 |
|
Operating expenses: |
|
|
|
|
|
| ||||||
Direct operating costs |
| 1,576,699 |
|
| 1,556,483 |
|
| 1,488,406 |
| |||
Salaries and benefits |
| 404,142 |
|
| 394,744 |
|
| 360,432 |
| |||
Selling, general and administrative |
| 221,614 |
|
| 211,944 |
|
| 216,807 |
| |||
Goodwill and acquired intangible assets impairment |
| 106,602 |
|
| 0— |
|
| 7,049 |
| |||
Depreciation and amortization |
| 127,021 |
|
| 111,744 |
|
| 106,021 |
| |||
Total operating expenses |
| 2,436,078 |
|
| 2,274,915 |
|
| 2,178,715 |
| |||
Operating income |
| 46,622 |
|
| 475,194 |
|
| 357,914 |
| |||
Other income (expense): |
|
|
|
|
|
| ||||||
Interest income |
| 1,040 |
|
| 1,969 |
|
| 1,320 |
| |||
Interest expense |
| (36,604 | ) |
| (36,237 | ) |
| (37,573 | ) | |||
Loss from unconsolidated affiliates |
| 0— |
|
| 0— |
| (117 | ) | ||||
Foreign currency exchange (loss) gain, net |
| (3,756 | ) |
| 2,701 |
|
| (26,655 | ) | |||
Other gains (losses), net |
| 869 |
| (9,820 | ) |
| 27 |
| ||||
Other expense, net |
| (38,451 | ) |
| (41,387 | ) |
| (62,998 | ) | |||
Income before income taxes |
| 8,171 |
|
| 433,807 |
|
| 294,916 |
| |||
Income tax expense |
| (11,475 | ) |
| (87,112 | ) |
| (62,785 | ) | |||
Net (loss) income |
| (3,304 | ) |
| 346,695 |
|
| 232,131 |
| |||
Less: Net (income) loss attributable to noncontrolling interests |
| (95 | ) |
| 54 |
|
| 720 | ||||
Net (loss) income attributable to Euronet Worldwide, Inc. |
| $ | (3,399 | ) |
| $ | 346,749 |
|
| $ | 232,851 |
|
|
|
|
|
|
|
| ||||||
(Loss) earnings per share attributable to Euronet Worldwide, Inc. stockholders: |
|
|
|
|
|
| ||||||
Basic |
| $ | (0.06) |
|
| $ | 6.49 |
|
| $ | 4.52 |
|
Diluted |
| $ | (0.06) |
|
| $ | 6.31 |
|
| $ | 4.26 |
|
|
|
|
|
|
|
| ||||||
Weighted average shares outstanding: |
|
|
|
|
|
| ||||||
Basic |
| 52,659,551 |
|
| 53,449,834 |
|
| 51,487,557 |
| |||
Diluted |
| 52,659,551 |
|
| 54,913,887 |
|
| 54,627,747 |
| |||
See accompanying notes to the Consolidated Financial Statements.
| 68 |
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
(in thousands)
|
| Year Ended December 31, | ||||||||||
|
| 2020 |
| 2019 |
| 2018 | ||||||
Net (loss) income |
| $ | (3,304 | ) |
| $ | 346,695 |
|
| $ | 232,131 |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
| ||||||
Translation adjustment |
| 70,794 |
| (13,894 | ) |
| (56,656 | ) | ||||
Comprehensive income |
| 67,490 |
|
| 332,801 |
|
| 175,475 |
| |||
Comprehensive (income) loss attributable to noncontrolling interests |
| (213 | ) |
| 101 |
|
| 791 | ||||
Comprehensive income attributable to Euronet Worldwide, Inc. |
| $ | 67,277 |
|
| $ | 332,902 |
|
| $ | 176,266 |
|
See accompanying notes to the Consolidated Financial Statements.
| 69 |
| As of December 31, | |||||||
| 2019 | 2018 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 786,081 | $ | 385,031 | |||
| ATM cash | 665,641 | 395,378 | |||||
| Restricted cash | 34,301 | 31,237 | |||||
| Settlement assets | 1,013,067 | 915,460 | |||||
| Trade accounts receivable, net | 201,935 | 202,514 | |||||
| Prepaid expenses and other current assets | 217,707 | 157,967 | |||||
| Total current assets | 2,918,732 | 2,087,587 | |||||
| Operating right of use lease assets | 377,543 | — | |||||
| Property and equipment, net of accumulated depreciation of $410,243 at December 31, 2019 and $373,180 at December 31, 2018 | 359,980 | 291,869 | |||||
| Goodwill | 743,823 | 704,197 | |||||
| Acquired intangible assets, net of accumulated amortization of $204,853 at December 31, 2019 and $190,920 at December 31, 2018 | 141,847 | 114,485 | |||||
| Other assets, net of accumulated amortization of $46,788 at December 31, 2019 and $50,821 at December 31, 2018 | 115,741 | 123,017 | |||||
| Total assets | $ | 4,657,666 | $ | 3,321,155 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Settlement obligations | $ | 1,013,067 | $ | 915,460 | |||
| Trade accounts payable | 81,743 | 72,908 | |||||
| Accrued expenses and other current liabilities | 294,557 | 252,557 | |||||
| Current portion of operating lease obligations | 127,353 | — | |||||
| Short-term debt obligations and current maturities of long-term debt obligations | 6,089 | 38,017 | |||||
| Income taxes payable | 52,583 | 40,159 | |||||
| Deferred revenue | 58,588 | 59,293 | |||||
| Total current liabilities | 1,633,980 | 1,378,394 | |||||
| Debt obligations, net of current portion | 1,090,939 | 589,782 | |||||
| Operating lease obligations, net of current portion | 241,977 | — | |||||
| Deferred income taxes | 56,067 | 57,145 | |||||
| Other long-term liabilities | 55,361 | 62,992 | |||||
| Total liabilities | 3,078,324 | 2,088,313 | |||||
| Equity: | |||||||
| Euronet Worldwide, Inc. stockholders’ equity: | |||||||
| Preferred Stock, $0.02 par value. 10,000,000 shares authorized; none issued | — | — | |||||
| Common Stock, $0.02 par value. 90,000,000 shares authorized; 62,775,762 issued at December 31, 2019 and 59,897,309 issued at December 31, 2018 | 1,256 | 1,198 | |||||
| Additional paid-in capital | 1,190,058 | 1,104,264 | |||||
| Treasury stock, at cost, 8,554,908 shares at December 31, 2019 and 8,077,311 shares at December 31, 2018 | (463,704 | ) | (391,551 | ) | |||
| Retained earnings | 1,016,554 | 669,805 | |||||
| Accumulated other comprehensive loss | (164,890 | ) | (151,043 | ) | |||
| Total Euronet Worldwide, Inc. stockholders’ equity | 1,579,274 | 1,232,673 | |||||
| Noncontrolling interests | 68 | 169 | |||||
| Total equity | 1,579,342 | 1,232,842 | |||||
| Total liabilities and equity | $ | 4,657,666 | $ | 3,321,155 | |||
Number of Shares Outstanding (Common and Treasury) | Common Stock | Additional Paid-in Capital | Treasury Stock | ||||||||||||
| Balance as of December 31, 2017 | 52,808,158 | $ | 1,178 | $ | 1,072,005 | $ | (217,161 | ) | |||||||
Net income (loss) | |||||||||||||||
| Other comprehensive loss | |||||||||||||||
| Stock issued under employee stock plans | 1,039,480 | 20 | 15,634 | 610 | |||||||||||
| Share-based compensation | 16,764 | ||||||||||||||
| Repurchase of shares | (2,032,599 | ) | (175,000 | ) | |||||||||||
| Other | 4,959 | (139) | |||||||||||||
| Balance as of December 31, 2018 | 51,819,998 | 1,198 | 1,104,264 | (391,551 | ) | ||||||||||
| Net income (loss) | |||||||||||||||
| Other comprehensive loss | |||||||||||||||
| Stock issued under employee stock plans | 405,617 | 8 | 13,216 | (1,277 | ) | ||||||||||
| Share-based compensation | 21,439 | ||||||||||||||
| Issuance of convertible notes, net of tax | 71,659 | ||||||||||||||
| Repurchase of shares | (493,010 | ) | (70,876 | ) | |||||||||||
| Redemptions and conversions of convertible notes, net of tax | 2,488,249 | 50 | (20,517 | ) | |||||||||||
| Other | (3 | ) | |||||||||||||
| Balance as of December 31, 2019 | 54,220,854 | 1,256 | 1,190,058 | (463,704 | ) | ||||||||||
| Net (loss) income | |||||||||||||||
| Other comprehensive income | |||||||||||||||
| Stock issued under employee stock plans | 608,878 | 11 | 16,437 | 435 | |||||||||||
| Share-based compensation | 21,951 | ||||||||||||||
| Repurchase of shares | (2,095,683 | ) | (239,763 | ) | |||||||||||
| Balance as of December 31, 2020 | 52,734,049 | $ | 1,267 | $ | 1,228,446 | $ | (703,032 | ) | |||||||
| 70 |
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Revenues | $ | 2,750,109 | $ | 2,536,629 | $ | 2,252,422 | ||||||
| Operating expenses: | ||||||||||||
| Direct operating costs | 1,556,483 | 1,488,406 | 1,356,250 | |||||||||
| Salaries and benefits | 394,744 | 360,432 | 310,787 | |||||||||
| Selling, general and administrative | 211,944 | 216,807 | 190,302 | |||||||||
| Goodwill and acquired intangible assets impairment | — | 7,049 | 34,056 | |||||||||
| Depreciation and amortization | 111,744 | 106,021 | 95,030 | |||||||||
| Total operating expenses | 2,274,915 | 2,178,715 | 1,986,425 | |||||||||
| Operating income | 475,194 | 357,914 | 265,997 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 1,969 | 1,320 | 2,443 | |||||||||
| Interest expense | (36,237 | ) | (37,573 | ) | (32,571 | ) | ||||||
| (Loss) Income from unconsolidated affiliates | — | (117 | ) | 48 | ||||||||
| Foreign currency exchange gain (loss), net | 2,701 | (26,655 | ) | 20,300 | ||||||||
| Other (losses) gains, net | (9,820 | ) | 27 | 118 | ||||||||
| Other expense, net | (41,387 | ) | (62,998 | ) | (9,662 | ) | ||||||
| Income before income taxes | 433,807 | 294,916 | 256,335 | |||||||||
| Income tax expense | (87,112 | ) | (62,785 | ) | (99,395 | ) | ||||||
| Net income | 346,695 | 232,131 | 156,940 | |||||||||
| Less: Net loss (income) attributable to noncontrolling interests | 54 | 720 | (95 | ) | ||||||||
| Net income attributable to Euronet Worldwide, Inc. | $ | 346,749 | $ | 232,851 | $ | 156,845 | ||||||
| Earnings per share attributable to Euronet Worldwide, Inc. stockholders: | ||||||||||||
| Basic | $ | 6.49 | $ | 4.52 | $ | 2.99 | ||||||
| Diluted | $ | 6.31 | $ | 4.26 | $ | 2.85 | ||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 53,449,834 | 51,487,557 | 52,523,272 | |||||||||
| Diluted | 54,913,887 | 54,627,747 | 55,116,327 | |||||||||
| Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total | |||||||||||||
| Balance as of December 31, 2017 | $ | 436,954 | $ | (94,458 | ) | $ | 960 | $ | 1,199,478 | |||||||
Net income (loss) | 232,851 | (720 | ) | 232,131 | ||||||||||||
| Other comprehensive loss | (56,585 | ) | (71 | ) | (56,656 | ) | ||||||||||
| Stock issued under employee stock plans | 16,264 | |||||||||||||||
| Share-based compensation | 16,764 | |||||||||||||||
| Repurchase of shares | (175,000 | ) | ||||||||||||||
| Other | (139 | ) | ||||||||||||||
Balance as of December 31, 2018 | 669,805 | (151,043 | ) | 169 | 1,232,842 | |||||||||||
| Net income (loss) | 346,749 | (54 | ) | 346,695 | ||||||||||||
| Other comprehensive loss | (13,847 | ) | (47 | ) | (13,894 | ) | ||||||||||
| Stock issued under employee stock plans | 11,947 | |||||||||||||||
| Share-based compensation | 21,439 | |||||||||||||||
| Issuance of convertible notes, net of tax | 71,659 | |||||||||||||||
| Repurchase of shares | (70,876 | ) | ||||||||||||||
| Redemptions and conversions of convertible notes, net of tax | (20,467 | ) | ||||||||||||||
| Other | (3 | ) | ||||||||||||||
| Balance as of December 31, 2019 | 1,016,554 | (164,890 | ) | 68 | 1,579,342 | |||||||||||
| Net (loss) income | (3,399 | ) | 95 | (3,304) | ||||||||||||
| Other comprehensive income | 70,676 | 118 | 70,794 | |||||||||||||
| Stock issued under employee stock plans | 16,883 | |||||||||||||||
| Share-based compensation | 21,951 | |||||||||||||||
| Repurchase of shares | (239,763) | |||||||||||||||
| Balance as of December 31, 2020 | $ | 1,013,155 | $ | (94,214) | 281 | $ | 1,445,903 | |||||||||
| 71 |
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
(in thousands)
| Year Ended December 31, | ||||||||||
| 2020 |
| 2019 |
| 2018 | ||||||
Net (loss) income | $ | (3,304 | ) |
| $ | 346,695 |
|
| $ | 232,131 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||||||
Depreciation and amortization | 127,021 |
|
| 111,744 |
|
| 106,021 |
| |||
Share-based compensation | 21,951 |
|
| 21,439 |
|
| 16,764 |
| |||
Unrealized foreign exchange loss (gain), net | 3,756 |
| (2,701 | ) |
| 26,655 | |||||
Non-cash impairment of goodwill and acquired intangible assets | 106,602 |
|
| 0— |
|
| 7,049 |
| |||
Deferred income taxes | (23,946 | ) |
| 17,113 |
|
| 2,425 | ||||
Loss on early retirement of debt | 0— |
|
| 9,831 |
|
| 0— |
| |||
Loss from unconsolidated affiliates | 0— |
|
| 0— |
|
| 117 | ||||
Accretion of convertible debt discount and amortization of debt issuance costs | 18,924 |
|
| 17,088 |
|
| 14,121 |
| |||
Changes in working capital, net of amounts acquired: |
|
|
|
|
| ||||||
Income taxes payable, net | (16,823 | ) |
| 13,177 |
| (13,317 | ) | ||||
Trade accounts receivable | 63,629 |
| (87,882 | ) |
| 26,497 | |||||
Prepaid expenses and other current assets | (168,256 | ) |
| (68,945 | ) |
| (29,066 | ) | |||
Trade accounts payable | 88,687 |
|
| 53,550 |
|
| 45,562 |
| |||
Deferred revenue | 10,945 |
|
| 132 |
|
| 9,349 |
| |||
Accrued expenses and other current liabilities | 118,618 |
|
| 98,459 |
| (37,595 | ) | ||||
Changes in non-current assets and liabilities | (94,299 | ) |
| (25,212 | ) |
| (9,480 | ) | |||
Net cash provided by operating activities | 253,505 |
|
| 504,488 |
|
| 397,233 |
| |||
Cash flows from investing activities: |
|
|
|
|
| ||||||
Acquisitions, net of cash acquired | (1,100 | ) |
| (94,187 | ) |
| (12,854 | ) | |||
Purchases of property and equipment | (97,628 | ) |
| (131,287 | ) |
| (112,484 | ) | |||
Purchases of other long-term assets | (7,770 | ) |
| (7,274 | ) |
| (8,528 | ) | |||
Other, net | 967 |
|
| 3,721 |
|
| 1,583 |
| |||
Net cash used in investing activities | (105,531 | ) |
| (229,027 | ) |
| (132,283 | ) | |||
Cash flows from financing activities: |
|
|
|
|
| ||||||
Proceeds from issuance of shares | 18,101 |
|
| 14,979 |
|
| 18,608 |
| |||
Repurchase of shares | (241,518 | ) |
| (74,456 | ) |
| (177,855 | ) | |||
Borrowings from revolving credit agreements | 3,113,800 |
|
| 2,498,298 |
|
| 5,773,294 |
| |||
Repayments of revolving credit agreements | (2,843,400 | ) |
| (2,714,203 | ) |
| (5,560,089 | ) | |||
Repayments of long-term debt obligations | 0— |
| (446,702 | ) |
| (52,199 | ) | ||||
Net (repayments) borrowing from short-term debt obligations | (5,157 | ) |
| (32,091 | ) |
| 9,472 |
| |||
Proceeds from long-term debt obligations | 0— |
|
| 1,194,900 |
|
| 0— |
| |||
Debt issuance costs | 0— |
| (17,947 | ) |
| (3,071 | ) | ||||
Other, net | (6,428 | ) |
| (6,480 | ) |
| (6,136) |
| |||
Net cash provided by financing activities | 35,398 |
|
| 416,298 |
|
| 2,024 | ||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 98,757 |
| (5,332 | ) |
| (36,540 | ) | ||||
Increase in cash and cash equivalents and restricted cash | 282,129 |
|
| 686,427 |
|
| 230,434 |
| |||
Cash and cash equivalents and restricted cash at beginning of period | 1,817,379 |
|
| 1,130,952 |
|
| 900,518 |
| |||
Cash and cash equivalents and restricted cash at end of period | $ | 2,099,508 |
|
| $ | 1,817,379 |
|
| $ | 1,130,952 |
|
| 72 |
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Net income | $ | 346,695 | $ | 232,131 | $ | 156,940 | ||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||
| Translation adjustment | (13,894 | ) | (56,656 | ) | 116,401 | |||||||
| Comprehensive income | 332,801 | 175,475 | 273,341 | |||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | 101 | 791 | (292 | ) | ||||||||
| Comprehensive income attributable to Euronet Worldwide, Inc. | $ | 332,902 | $ | 176,266 | $ | 273,049 | ||||||
| Year Ended December 31, | |||||||||||
Supplemental Cash Flow Disclosures: | 2020 |
| 2019 |
| 2018 | ||||||
Interest paid during the period | $ | 17,319 |
|
| $ | 13,125 |
|
| $ | 23,554 |
|
Income taxes paid during the period | $ | 60,170 |
|
| $ | 74,086 |
|
| $ | 84,382 |
|
See accompanying notes to the Consolidated Financial Statements.
| 73 |
Number of Shares Outstanding | Common Stock | Additional Paid-in Capital | Treasury Stock | ||||||||||||
| Balance as of December 31, 2016 | 52,303,401 | $ | 1,168 | $ | 1,045,663 | $ | (215,462 | ) | |||||||
| Net income | |||||||||||||||
| Other comprehensive loss | |||||||||||||||
| Stock issued under employee stock plans | 504,757 | 10 | 10,104 | (1,699 | ) | ||||||||||
| Share-based compensation | 15,618 | ||||||||||||||
| Repurchase of shares | |||||||||||||||
| Other | 620 | ||||||||||||||
| Balance as of December 31, 2017 | 52,808,158 | 1,178 | 1,072,005 | (217,161 | ) | ||||||||||
| Net income (loss) | |||||||||||||||
| Other comprehensive loss | |||||||||||||||
| Stock issued under employee stock plans | 1,039,480 | 20 | 15,634 | 610 | |||||||||||
| Share-based compensation | 16,764 | ||||||||||||||
| Repurchase of shares | (2,032,599 | ) | (175,000 | ) | |||||||||||
| Other | 4,959 | (139 | ) | ||||||||||||
| Balance as of December 31, 2018 | 51,819,998 | 1,198 | 1,104,264 | (391,551 | ) | ||||||||||
| Net income (loss) | |||||||||||||||
| Other comprehensive loss | |||||||||||||||
| Stock issued under employee stock plans | 405,617 | 8 | 13,216 | (1,277 | ) | ||||||||||
| Share-based compensation | 21,439 | ||||||||||||||
| Issuance of convertible notes, net of tax | 71,659 | ||||||||||||||
| Repurchase of shares | (493,010 | ) | (70,876 | ) | |||||||||||
Redemptions and conversions of convertible notes, net of tax | 2,488,249 | $ | 50 | (20,517 | ) | ||||||||||
| Other | (3 | ) | |||||||||||||
| Balance as of December 31, 2019 | 54,220,854 | $ | 1,256 | $ | 1,190,058 | $ | (463,704 | ) | |||||||
| Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total | |||||||||||||
| Balance as of December 31, 2016 | $ | 278,842 | $ | (210,662 | ) | $ | 1,008 | $ | 900,557 | |||||||
| Net income | 156,845 | 95 | 156,940 | |||||||||||||
| Other comprehensive income | 116,204 | 197 | 116,401 | |||||||||||||
| Stock issued under employee stock plans | 8,415 | |||||||||||||||
| Share-based compensation | 15,618 | |||||||||||||||
| Repurchase of shares | — | |||||||||||||||
| Other | 1,267 | (340 | ) | 1,547 | ||||||||||||
| Balance as of December 31, 2017 | 436,954 | (94,458 | ) | 960 | 1,199,478 | |||||||||||
| Net income (loss) | 232,851 | (720 | ) | 232,131 | ||||||||||||
| Other comprehensive loss | (56,585 | ) | (71 | ) | (56,656 | ) | ||||||||||
| Stock issued under employee stock plans | 16,264 | |||||||||||||||
| Share-based compensation | 16,764 | |||||||||||||||
| Repurchase of shares | (175,000 | ) | ||||||||||||||
| Other | (139 | ) | ||||||||||||||
| Balance as of December 31, 2018 | 669,805 | (151,043 | ) | 169 | 1,232,842 | |||||||||||
| Net income (loss) | 346,749 | (54 | ) | 346,695 | ||||||||||||
| Other comprehensive loss | (13,847 | ) | (47 | ) | (13,894 | ) | ||||||||||
| Stock issued under employee stock plans | 11,947 | |||||||||||||||
| Share-based compensation | 21,439 | |||||||||||||||
| Issuance of convertible notes, net of tax | 71,659 | |||||||||||||||
| Repurchase of shares | (70,876 | ) | ||||||||||||||
| Redemptions and conversions of convertible notes, net of tax | (20,467 | ) | ||||||||||||||
| Other | (3 | ) | ||||||||||||||
| Balance as of December 31, 2019 | $ | 1,016,554 | $ | (164,890 | ) | 68 | $ | 1,579,342 | ||||||||
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Net income | $ | 346,695 | $ | 232,131 | $ | 156,940 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 111,744 | 106,021 | 95,030 | ||||||||
| Share-based compensation | 21,439 | 16,764 | 15,618 | ||||||||
| Unrealized foreign exchange (gain) loss, net | (2,701 | ) | 26,655 | (20,300 | ) | ||||||
| Non-cash impairment of goodwill and acquired intangible assets | — | 7,049 | 34,056 | ||||||||
| Deferred income taxes | 17,113 | 2,425 | (10,861 | ) | |||||||
| Loss on early retirement of debt | 9,831 | — | — | ||||||||
| Loss (income) from unconsolidated affiliates | — | 117 | (48 | ) | |||||||
| Accretion of convertible debt discount and amortization of debt issuance costs | 17,088 | 14,121 | 13,504 | ||||||||
| Changes in working capital, net of amounts acquired: | |||||||||||
| Income taxes payable, net | 13,177 | (13,317 | ) | 23,183 | |||||||
| Trade accounts receivable | (87,882 | ) | 26,497 | (198,089 | ) | ||||||
| Prepaid expenses and other current assets | (68,945 | ) | (29,066 | ) | 35,451 | ||||||
| Trade accounts payable | 53,550 | 45,562 | 3,840 | ||||||||
| Deferred revenue | 132 | 9,349 | 3,724 | ||||||||
| Accrued expenses and other current liabilities | 98,459 | (37,595 | ) | 106,350 | |||||||
| Changes in non-current assets and liabilities | (25,212 | ) | (9,480 | ) | 27,878 | ||||||
| Net cash provided by operating activities | 504,488 | 397,233 | 286,276 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions, net of cash acquired | (94,187 | ) | (12,854 | ) | — | ||||||
| Purchases of property and equipment | (131,287 | ) | (112,484 | ) | (97,235 | ) | |||||
| Purchases of other long-term assets | (7,274 | ) | (8,528 | ) | (6,039 | ) | |||||
| Other, net | 3,721 | 1,583 | 1,416 | ||||||||
| Net cash used in investing activities | (229,027 | ) | (132,283 | ) | (101,858 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of shares | 14,979 | 18,608 | 10,990 | ||||||||
| Repurchase of shares | (74,456 | ) | (177,855 | ) | (3,065 | ) | |||||
| Borrowings from revolving credit agreements | 2,498,298 | 5,773,294 | 2,409,203 | ||||||||
| Repayments of revolving credit agreements | (2,714,203 | ) | (5,560,089 | ) | (2,566,621 | ) | |||||
| Repayments of long-term debt obligations | (446,702 | ) | (52,199 | ) | (8,907 | ) | |||||
| Repayments of finance lease obligations | (6,474 | ) | (6,137 | ) | (4,883 | ) | |||||
| Net borrowing from short-term debt obligations | (32,091 | ) | 9,472 | 1,853 | |||||||
| Proceeds from long-term debt obligations | 1,194,900 | — | — | ||||||||
| Debt issuance costs | (17,947 | ) | (3,071 | ) | — | ||||||
| Other, net | (6 | ) | 1 | 281 | |||||||
| Net cash provided by (used in ) financing activities | 416,298 | 2,024 | (161,149 | ) | |||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (5,332 | ) | (36,540 | ) | 65,161 | ||||||
| Increase in cash and cash equivalents and restricted cash | 686,427 | 230,434 | 88,430 | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | 1,130,952 | 900,518 | 812,088 | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 1,817,379 | $ | 1,130,952 | $ | 900,518 | |||||
| Cash and cash equivalents | $ | 786,081 | $ | 385,031 | $ | 280,128 | |||||
| Restricted cash | 34,301 | 31,237 | $ | 32,185 | |||||||
| ATM cash | 665,641 | 395,378 | 253,847 | ||||||||
| Settlement cash and cash equivalents | 282,188 | 273,948 | 285,169 | ||||||||
| Settlement restricted cash | 49,168 | 45,358 | 49,189 | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 1,817,379 | $ | 1,130,952 | $ | 900,518 | |||||
| Supplemental Cash Flow Disclosures: | |||||||||||
| Interest paid during the period | $ | 13,125 | $ | 23,554 | $ | 20,457 | |||||
| Income taxes paid during the period | $ | 74,086 | $ | 84,382 | $ | 48,644 | |||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Non-cash consideration received from sale of investment | $ | — | $ | — | $ | — | |||||
The consolidated financial statementsConsolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“("U.S. GAAP”GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”("SEC"). The consolidated financial statementsConsolidated Financial Statements include the accounts of Euronet and its wholly owned and majority owned subsidiaries and all significant intercompany balances and transactions have been eliminated. Euronet's investments in companies that it does not control, but has the ability to significantly influence, are accounted for under the equity method. Euronet is not involved with anyhas no variable interest entities. Results from operations related to entities acquired during the periods covered by the consolidated financial statementsConsolidated Financial Statements are reflected from the effective date of acquisition.
The preparation of the consolidated financial statementsConsolidated Financial Statements in conformity with U.S. GAAP requires that management make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant items subject to such estimates and assumptions include computing income taxes, contingent purchase price consideration, estimating the useful lives and potential impairment of long-lived assets and goodwill, as well as allocating the purchase price to assets acquired and liabilities assumed in acquisitions and revenue recognition. Actual results could differ from those estimates.
Seasonality
Euronet’s EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversionDCC services during the third quarter of the fiscal year, normally coinciding with the tourism season. Additionally, the EFT Processing and epay Segments are 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. Seasonality in the money transfer segmentMoney 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.
| 74 |
Foreign currencies
Assets and liabilities denominated in currencies other than the functional currency of a subsidiary are remeasured at rates of exchange on the balance sheet date. Resulting gains and losses on foreign currency transactions are included in the Consolidated Statements of Income.
The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated to U.S. dollars using (i) exchange rates in effect at period end for assets and liabilities, and (ii) weighted average exchange rates during the period for revenues and expenses. Adjustments resulting from translation of such financial statements are reflected in accumulated other comprehensive income (loss) as a separate component of consolidated equity.
The Company considers all highly liquid investments, with an original maturity of three months or less, and certificates of deposit, which may be withdrawn at any time at the discretion of the Company without penalty, to be cash equivalents.
ATM Cash
ATM cash represents cash within the ATM network either included within ATMs, within dedicated accounts, or in-transit to ATMs.
Settlement Assetsassets and Obligations
Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. The Company records corresponding settlement obligations relating to amounts payable.
| (in thousands) | As of December 31, 2019 | As of December 31, 2018 | ||||
| Settlement assets: | ||||||
| Settlement cash and cash equivalents | $ | 282,188 | $ | 273,948 | ||
| Settlement restricted cash | 49,168 | 45,358 | ||||
| Account receivables | 574,410 | 491,102 | ||||
| Prepaid expenses and other current assets | 107,301 | 105,052 | ||||
| Total settlement assets | $ | 1,013,067 | $ | 915,460 | ||
| Settlement obligations: | ||||||
| Trade account payables | $ | 504,667 | $ | 456,005 | ||
| Accrued expenses and other current liabilities | 508,400 | 459,455 | ||||
| Total settlement obligations | $ | 1,013,067 | $ | 915,460 | ||
Property and equipment
Property and equipment are stated at cost, less accumulated depreciation. Property and equipment acquired in acquisitions have been recorded at estimated fair values as of the acquisition date.
Depreciation is generally calculated using the straight-line method over the estimated useful lives of the respective assets.
ATMs or ATM upgrades | 5 - 7 years |
Computers and software | 3 - 5 years |
POS terminals | 3 - 5 years |
Vehicles and office equipment | 3 - 10 years |
Leasehold improvements | Over the lesser of the lease term or estimated useful life |
| 75 |
Goodwill and other intangible assets
Goodwill - The Company accounts for goodwill and other intangible assets in accordance with Financial Accounting Standards Board (“FASB”("FASB") Accounting Standards Codification (“ASC”("ASC") Topic 350,Intangibles - Goodwill and Other (“"ASC 350”350"). In accordance with the requirements of ASC 350 requires that the Company testtests for impairment on an annual basis in the fourth quarter and whenever events or circumstances dictate. Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment.
ASC 350 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The Company has a policy for its annual review of goodwill to perform the qualitative assessment for all reporting units not subjected directly to the quantitative impairment test.
Under the qualitative assessment, various events and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and adverse categories based on current business conditions. Furthermore, the Company considers the results of the most recent quantitative impairment test completed for a reporting unit and compares, among other factors, the weighted average cost of capital ("WACC") between the current and prior years for each reporting unit.
Under the quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. The Company uses weighted results from the income approach or the discounted cash flow model ("DCF model") and guideline public company method ("Market Approach model") to estimate the current fair value of its reporting units when testing for impairment, as management believes forecasted cash flows and EBITDA are the best indicatorindicators of such fair value. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including sales volumes, and gross margins, tax rates, capital spending, discount rates and working capital changes. Most of these assumptions vary significantly among the reporting units. Significant assumptions in the Market Approach model are projected EBITDA, selected market multiple, and the estimated control premium. If the carrying value of goodwill exceeds its fair value, an impairment loss equal to such excess would be recognized.
| 76 |
Other Intangible Assets- In accordance with ASC 350, intangible assets with finite lives are amortized over their estimated useful lives. Unless otherwise noted, amortization is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Non-compete agreements | 2 - 5 years |
Trademarks and trade names | 2 - 20 years |
Software | 3 - 10 years |
Customer relationships | 6 - 20 years |
See Note 8,9, Goodwill and Acquired Intangible Assets, Net, to the Consolidated Financial Statements for additional information regarding the impairment of goodwill and other intangible assets.
Other assets
Other assets include investments in unconsolidated affiliates, capitalized software development costs and capitalized payments for new or renewed contracts, contract renewals and customer conversion costs. Euronet capitalizes initial payments for new or renewed contracts to the extent recoverable through future operations, contractual minimums and/or penalties in the case of early termination. The Company's accounting policy is to limit the amount of capitalized costs for a given contract to the lesser of the estimated ongoing net future cash flows related to the contract or the termination fees the Company would receive in the event of early termination of the contract by the customer.
ASC Topic 340, Other Assets and Deferred Costs (“"ASC 340”340") requires the deferral of incremental costs to obtain customer contracts, known as contract assets, which are then amortized to expense as part of selling, general and administrative expense over the respective periods of expected benefit. Deferred contract costs are reported on our balance sheet within current or non-current other assets based on the expected life of the related contract. At December 31, 2020 and 2019, we had $143.5 million and $43.7 million, respectively, of deferred contract costs. For the years ended December 31, 2020, 2019 and 2018, we had $43.7$17.2 million, $6.9 million and $32.1 million, respectively, of deferred contract costs related to the fulfillment of future contract obligations. For the years ended December 31, 2019, 2018 and 2017, we had $6.9 million , $6.3 million and $7.2 million of amortization related to these costs, respectively.
| 77 |
Convertible notes
The Company accounts for its convertible debt instruments that may be settled in cash upon conversion in accordance with ASC Topic 470, Debt (“"ASC 470”470"), which requires the proceeds from the issuance of such convertible debt instruments to be allocated between debt and equity components so that debt is discounted to reflect the Company's nonconvertible debt borrowing rate. Further, the Company applies ASC 470-20-35-13, which requires the debt discount to be amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense.
The Company accounts for noncontrolling interests in its consolidated financial statements according to ASC Topic 810, Consolidations (“ASC 810”), which requires noncontrolling interests to be reported as a component of equity.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Income.
Fair value measurements
The Company applies the provisions of ASC Topic 820, Fair Value Measurementsand Disclosures (“"ASC 820”820"), regarding fair value measurements for assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. The provisions apply whenever other accounting pronouncements require or permit fair value measurements. See Note 17,18, Financial Instruments and Fair Value Measurements, to the Consolidated Financial Statements for the required fair value disclosures.
Accounting for derivative instruments and hedging activities
The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging (“"ASC 815”815"), which requires that all derivative instruments be recognized as either assets or liabilities on the balance sheet at fair value. Primarily in the Money Transfer Segment, the Company enters into foreign currency derivative contracts, mainly forward contracts, to offset foreign currency exposure related to money transfer settlement assets and liabilities in currencies other than the U.S. dollar, derivative contracts written to its customers arising from its cross-currency money transfer services and certain assets and liability positions denominated in currencies other than the U.S. dollar. These contracts are considered derivative instruments under the provisions of ASC 815; however, the Company does not designate such instruments as hedges for accounting purposes. Accordingly, changes in the value of these contracts are recognized immediately as a component of foreign currency exchange gain (loss), net in the Consolidated Statements of Income.
| 78 |
Cash flows resulting from derivative instruments are included in operating activities in the Company's Consolidated Statements of Cash Flows. The Company enters into derivative instruments with highly credit-worthy financial institutions and does not use derivative instruments for trading or speculative purposes. See Note 11,12, Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for further discussion of derivative instruments.
Share-based compensation
The Company follows the provisions of ASC Topic 718, Compensation - StockCompensation (“"ASC 718”718"), for equity classified awards, which requires the determination of the fair value of the share-based compensation at the grant date and subsequent recognition of the related expense over the period in which the share-based compensation is earned (“("requisite service period”period").
The amount of future compensation expense related to awards of nonvested shares or nonvested share units (“("restricted stock”stock") is based on the market price for Euronet Common Stock at the grant date. The grant date is the date at which all key terms and conditions of the grant have been determined and the Company becomes contingently obligated to transfer equity to the employee who renders the requisite service, generally the date at which grants are approved by the Company's Board of Directors or Compensation Committee thereof. Share-based compensation expense for awards with only service conditions is generally recognized as expense on a “straight-line”"straight-line" basis over the requisite service period. For awards that vest based on achieving periodic performance conditions, expense is recognized on a “graded"graded attribution method.”" The graded attribution method results in expense recognition on a straight-line basis over the requisite service period for each separately vesting portion of an award. The Company has elected to use the “with"with and without method”method" when calculating the income tax benefit associated with its share-based payment arrangements. See Note 15,16, Stock Plans, for further disclosure.
Revenue recognition
The Company recognizes revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Sales and usage-based taxes are excluded from revenues. A description of the major components of revenue by business segment is as follows:
EFT Processing - Revenues in the EFT Processing Segment are primarily derived from transaction and management fees and foreign currency exchange margin from owned and outsourced ATM, POS and card processing networks and from the sale of EFT software solutions for electronic payment and transaction delivery systems, and fees or margin earned from value added services, including dynamic currency conversion and domestic and international surcharge.
| 79 |
epay- Revenue generated in the epay Segment is primarily derived from commissions or processing fees associated with distribution and/or processing of prepaid mobile airtime and digital media products. These fees and commissions are received from mobile operators, content vendors or distributors or from retailers. In accordance with ASC 606, commissionsCommissions are recognized as revenue during the period in which the Company provides the service. The portion of the commission that is paid to retailers is generally recorded as a direct operating cost. However, in circumstances where the Company is not the principle obligor in the distribution of the electronic payment products, those commissions are recorded as a reduction of revenue. In selling certain products, the Company is the principle obligor in the arrangements; accordingly, the gross sales value of the products are recorded as revenue and the purchase cost as direct operating cost. Transactions are processed through a network of POS terminals and direct connections to the electronic payment systems of retailers. Transaction processing fees are recognized at the time the transactions are processed.
Money Transfer- In accordance with ASC 606, revenuesRevenues for money transfer and other services represent a transaction fee in addition to a margin earned from purchasing currency at wholesale exchange rates and selling the currency to customers at retail exchange rates. Revenues and the associated direct operating cost are recognized at the time the transaction is processed. The Company has origination and distribution agents in place, which each earn a fee for the respective service. These fees are reflected as direct operating costs.
Revenues
Deferred Revenues - The Company records deferred revenues when cash payments are received or due in advance of its performance. The decreaseincrease in the deferred revenue balance for the year ended December 31, 20192020 is primarily driven by $41.4 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2018, largely offset by $40.7$56.4 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations.obligations, partially offset by $
Disaggregation of Revenues - The following table presents the Company's revenues disaggregated by segment and region. The Company believes disaggregation by segment and region best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues by segment and region is based on management's assessment of segment performance together with allocation of financial resources, both capital and operating support costs, on a segment and regional level. Both segments and regions benefit from synergies achieved through concentration of operations and are influenced by macro-economic, regulatory and political factors in the respective segment
| 80 |
| For the Year Ended December 31, 2020 | ||||||||||||||
(in thousands) | EFT Processing |
| epay |
| Money Transfer |
| Total | ||||||||
Europe | $ | 313,953 |
|
| $ | 561,514 |
|
| $ | 449,299 |
|
| $ | 1,324,766 |
|
North America | 56,447 |
|
| 144,613 |
|
| 577,845 |
|
| 778,905 |
| ||||
Asia Pacific | 98,313 |
|
| 100,917 |
|
| 124,413 |
|
| 323,643 |
| ||||
Other | 13 |
|
| 28,473 |
|
| 32,292 |
|
| 60,778 |
| ||||
Eliminations | 0— |
|
| 0— |
|
| 0— |
|
| (5,392) | |||||
Total | $ | 468,726 |
|
| $ | 835,517 |
|
| $ | 1,183,849 |
|
| $ | 2,482,700 |
|
| For the Year Ended December 31, 2019 | ||||||||||||||
(in thousands) | EFT Processing |
| epay |
| Money Transfer |
| Total | ||||||||
Europe | $ | 724,163 |
|
| $ | 524,907 |
|
| $ | 373,302 |
| $ | 1,622,372 |
| |
North America | 35,461 |
|
| 151,016 |
|
| 573,016 |
|
| 759,493 |
| ||||
Asia Pacific | 129,060 |
|
| 76,491 |
|
| 124,934 |
|
| 330,485 |
| ||||
Other | 28 |
|
| 16,915 |
|
| 24,974 |
|
| 41,917 |
| ||||
Eliminations | 0— |
|
| 0— |
|
| 0— |
|
| (4,158 | ) | ||||
Total | $ | 888,712 |
|
| $ | 769,329 |
|
| $ | 1,096,226 |
|
| $ | 2,750,109 |
|
| For the Year Ended December 31, 2019 | |||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Total | |||||||||||
| Europe | $ | 724,163 | $ | 524,907 | $ | 373,302 | $ | 1,622,372 | |||||||
| North America | 35,461 | 151,016 | 573,016 | 759,493 | |||||||||||
| Asia Pacific | 129,060 | 76,491 | 124,934 | 330,485 | |||||||||||
| Other | 28 | 16,915 | 24,974 | 41,917 | |||||||||||
| Eliminations | — | — | — | (4,158 | ) | ||||||||||
| Total | $ | 888,712 | $ | 769,329 | $ | 1,096,226 | $ | 2,750,109 | |||||||
| For the Year Ended December 31, 2018 | ||||||||||||||
(in thousands) | EFT |
| epay |
| Money |
| Total | ||||||||
Europe | $ | 608,993 |
|
| $ | 491,282 |
|
| $ | 328,592 |
|
| $ | 1,428,867 |
|
North America | 32,306 |
|
| 165,930 |
|
| 569,005 |
|
| 767,241 |
| ||||
Asia Pacific | 112,294 |
|
| 71,242 |
|
| 127,057 |
|
| 310,593 |
| ||||
Other | 58 |
|
| 15,330 |
|
| 18,308 |
|
| 33,696 |
| ||||
Eliminations | 0— |
|
| 0— |
|
| 0— |
|
| (3,768 | ) | ||||
Total | $ | 753,651 |
|
| $ | 743,784 |
|
| $ | 1,042,962 |
|
| $ | 2,536,629 |
|
| For the Year Ended December 31, 2018 | |||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Total | |||||||||||
| Europe | $ | 608,993 | $ | 491,282 | $ | 328,592 | $ | 1,428,867 | |||||||
| North America | 32,306 | 165,930 | 569,005 | 767,241 | |||||||||||
| Asia Pacific | 112,294 | 71,242 | 127,057 | 310,593 | |||||||||||
| Other | 58 | 15,330 | 18,308 | 33,696 | |||||||||||
| Eliminations | — | — | — | (3,768 | ) | ||||||||||
| Total | $ | 753,651 | $ | 743,784 | $ | 1,042,962 | $ | 2,536,629 | |||||||
| (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. | |||||||||||||||
| For the Year Ended December 31, 2017 | |||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Total | |||||||||||
| Europe | $ | 501,161 | $ | 561,232 | $ | 262,280 | $ | 1,324,673 | |||||||
| North America | 31,469 | 63,148 | 513,868 | 608,485 | |||||||||||
| Asia Pacific | 101,787 | 91,516 | 101,005 | 294,308 | |||||||||||
| Other | 142 | 18,102 | 9,705 | 27,949 | |||||||||||
| Eliminations | — | — | — | (2,993 | ) | ||||||||||
| Total | $ | 634,559 | $ | 733,998 | $ | 886,858 | $ | 2,252,422 | |||||||
| (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. | |||||||||||||||
| 81 |
(in thousands) | As of December 31, 2020 | As of December 31, 2019 | ||||
Settlement assets: |
|
| ||||
Settlement cash and cash equivalents | $ | 188,191 |
| $ | 282,188 |
|
Settlement restricted cash | 76,674 |
| 49,168 |
| ||
Account receivables, net of credit loss allowance of $35,800 and $24,046 | 641,955 |
| 574,410 |
| ||
Prepaid expenses and other current assets | 234,055 |
| 107,301 |
| ||
Total settlement assets | $ | 1,140,875 |
| $ | 1,013,067 |
|
Settlement obligations: |
|
| ||||
Trade account payables | $ | 571,175 |
| $ | 504,667 |
|
Accrued expenses and other current liabilities | 569,700 |
| 508,400 |
| ||
Total settlement obligations | $ | 1,140,875 |
| $ | 1,013,067 |
|
| 82 |
| As of | ||||||||||||
| (in thousands) | December 31, 2020 | December 31, 2019 | December 31, 2018 | |||||||||
| Cash and cash equivalents | $ | 1,420,255 | $ | 786,081 | $ | 385,031 | ||||||
| Restricted cash | 3,334 | 34,301 | 31,237 | |||||||||
| ATM cash | 411,054 | 665,641 | 395,378 | |||||||||
| Settlement cash and cash equivalents | 188,191 | 282,188 | 273,948 | |||||||||
| Settlement restricted cash | 76,674 | 49,168 | 45,358 | |||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | 2,099,508 | $ | 1,817,379 | $ | 1,130,952 | ||||||
Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share has been computed by dividing earnings 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 and the assumed conversion of the Company's convertible debt.
The following table provides the computation of diluted weighted average number of common shares outstanding:
| Year Ended December 31, | |||||||||
| 2019 | 2018 | 2017 | |||||||
| Computation of diluted weighted average shares outstanding: | |||||||||
| Basic weighted average shares outstanding | 53,449,834 | 51,487,557 | 52,523,272 | ||||||
| Incremental shares from assumed exercise of stock options and vesting of restricted stock | 1,464,053 | 1,499,713 | 1,793,375 | ||||||
| Incremental shares from assumed conversion of convertible debentures | — | 1,640,477 | 799,680 | ||||||
| Diluted weighted average shares outstanding | 54,913,887 | 54,627,747 | 55,116,327 | ||||||
|
| Year Ended December 31, | |||||||
| 2020 |
| 2019 |
| 2018 | ||||
Computation of diluted weighted average shares outstanding: |
|
|
|
|
|
| |||
Basic weighted average shares outstanding |
| 52,659,551 |
| 53,449,834 |
|
| 51,487,557 |
| |
Incremental shares from assumed exercise of stock options and vesting of restricted stock |
| 0— |
|
| 1,464,053 |
|
| 1,499,713 |
|
Incremental shares from assumed conversion of convertible debentures |
| 0— |
|
| 0— |
|
| 1,640,477 |
|
Diluted weighted average shares outstanding |
| 52,659,551 |
|
| 54,913,887 |
|
| 54,627,747 |
|
The table includes all stock options and restricted stock that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2020, 2019, 2018 and 20172018 of approximately 2,073,000, 380,000, 458,000 and 798,000,458,000, respectively.
| 83 |
The Company issued new Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019 and retired the existing convertible notes ("Retired Convertible Notes") that would have matured in 2044 on May 28, 2019. The Company's Convertible Notes currently have, and the Retired Convertible Notes had, a settlement feature requiring the Company upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of the Company's common stock or a combination thereof, at the Company's option. The Company has stated its intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium. Accordingly, the Convertible Notes and the Retired Convertible Notes were included in the calculation of diluted earnings per share if their inclusion was dilutive. The dilutive effect increases the more the market price exceeds the conversion price. The Retired Convertible Notes had a dilutive effect for the yearsyear ended December 31, 2018 and 2017 as the $102.38 and $84.27 market price per share of Common Stock as of December 31,13, 2018 and 2017 exceeded the $72.18 conversion price per share. The Convertible Notes would only have a dilutive effect if the market price per share of common stock exceeds the conversion price of $188.73 per share. Therefore, according to ASC Topic 260, Earnings per Share (“"ASC 260”260"), there was no dilutive effect of the assumed conversion of the debentures as of December 31, 2020 and December 31, 2019, whereas the dilutive effect was 1,640,477 and 799,680 shares for the yearsyear ended December 31, 2018 and 2017, respectively.2018. See Note 10,11, Debt Obligations, to the Consolidated Financial Statements for more information about the convertible notes.Convertible Notes and Retired Convertible Notes.
Share repurchases
The Company's Board of Directors hashad authorized a stock repurchase program ("Repurchase Program"), allowing Euronet to repurchase up to $375 million in value or 10.0 million shares of common stock through March 31, 2020. On March 11, 2019, in connection with the issuance of the Convertible Notes, the Board of Directors authorized an additional repurchase program of
Preferred Stock
The Company has the authority to issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.
Accumulated other comprehensive loss
As of December 31, 20192020 and 2018,2019, accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company recorded a foreign currency translation gain of $70.8 million, a loss of $13.9 million and a loss of $56.7 million and a gain of $116.4 million for the years ended December 31, 2020, 2019, 2018, and 2017,2018, respectively. There were no reclassifications of foreign currency translation into the Consolidated Statements of Income for the years ended December 31, 2020, 2019, 2018, and 2017.2018.
Dividends
No dividends waswere paid on any class of the Company's stock during 2020, 2019, 2018, and 2017.2018.
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.
2019 Acquisitions
On November 30, 2019,, the Company completed the acquisition of a North American based ATM operator with approximately 1,800 ATMs.
The purchase price was $92.5 million in cash. Approximately $10.1 million of the cash consideration was placed in escrow accounts to satisfy indemnification and working capital obligations of the seller, pursuant to the terms of the purchase agreement.
| (in thousands) | As of November 30, 2019 | |||
| Cash and cash equivalents | $ | 5,325 | ||
| Trade accounts receivable | 2,167 | |||
| Other current assets | 798 | |||
| Property and equipment | 16,542 | |||
| Intangible assets | 39,000 | |||
| Total assets acquired | $ | 63,832 | ||
| Trade accounts payable | $ | (6,790 | ) | |
| Accrued expenses and other current liabilities | (80 | ) | ||
| Total liabilities assumed | $ | (6,870 | ) | |
| Goodwill | 35,540 | |||
| Net assets acquired | $ | 92,502 | ||
(in thousands) |
| As of November 30, 2019 | ||
Cash and cash equivalents |
| $ | 5,325 |
|
Trade accounts receivable |
| 2,167 |
| |
Other current assets |
| 798 |
| |
Property and equipment |
| 16,542 |
| |
Intangible assets |
| 39,000 |
| |
Total assets acquired |
| $ | 63,832 |
|
|
|
| ||
Trade accounts payable |
| $ | (6,790 | ) |
Accrued expenses and other current liabilities |
| (80 | ) | |
Total liabilities assumed |
| $ | (6,870 | ) |
|
|
| ||
Goodwill |
| 35,540 |
| |
|
|
| ||
Net assets acquired |
| $ | 92,502 |
|
The Company acquired customer relationship intangible assets with a preliminary fair value of $39.0 million, which are being amortized on a straight-line basis over 20 years.
Goodwill, with a preliminary value of $35.5 million, arising from the acquisition was included in the EFT Processing Segment and was attributable to expected growth opportunities in the United States. Goodwill and intangible assets associated with this acquisition are deductible for tax purposes.
| 85 |
Other
The Company completed three additional acquisitions in 2019 for immaterial amounts.
The restricted cash balances as of December 31, 20192020 and 20182019 were as follows:
|
| As of December 31, | ||||||
(in thousands) |
| 2020 |
| 2019 | ||||
Cash held in trust and/or cash held on behalf of others |
| $ | 3,334 |
| $ | 34,301 |
| |
Restricted cash |
| $ | 3,334 |
|
| $ | 34,301 |
|
|
|
|
|
| ||||
Cash held in trust and/or cash held on behalf of others |
| $ | 64,489 |
|
| $ | 44,366 |
|
Collateral on bank credit arrangements and other |
| 12,185 |
|
| 4,802 |
| ||
Restricted cash included within settlement assets |
| $ | 76,674 |
|
| $ | 49,168 |
|
|
|
|
|
| ||||
Total Restricted Cash |
| $ | 80,008 |
|
| $ | 83,469 |
|
| As of December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Cash held in trust and/or cash held on behalf of others | $ | 34,301 | $ | 31,237 | ||||
| Restricted cash | $ | 34,301 | $ | 31,237 | ||||
| Cash held in trust and/or cash held on behalf of others | $ | 44,366 | $ | 35,926 | ||||
| Collateral on bank credit arrangements and other | 4,802 | 9,432 | ||||||
| Restricted cash included within settlement assets | $ | 49,168 | $ | 45,358 | ||||
| Total Restricted Cash | $ | 83,469 | $ | 76,595 | ||||
The components of property and equipment, net of accumulated depreciation and amortization as of December 31, 20192020 and 20182019 are as follows:
| As of December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| ATMs | $ | 474,611 | $ | 378,009 | ||||
| POS terminals | 38,235 | 36,521 | ||||||
| Vehicles and office equipment | 64,970 | 66,117 | ||||||
| Computers and software | 191,172 | 183,150 | ||||||
| Land and buildings | 1,235 | 1,252 | ||||||
| 770,223 | 665,049 | |||||||
| Less accumulated depreciation | (410,243 | ) | (373,180 | ) | ||||
| Total | $ | 359,980 | $ | 291,869 | ||||
| As of December 31, | |||||||
(in thousands) |
| 2020 |
| 2019 | ||||
ATMs |
| $ | 554,508 |
|
| $ | 474,611 |
|
POS terminals |
| 33,258 |
|
| 38,235 |
| ||
Vehicles and office equipment |
| 75,936 |
|
| 64,970 |
| ||
Computers and software |
| 203,883 |
|
| 191,172 |
| ||
Land and buildings |
| 1,285 |
|
| 1,235 |
| ||
|
| 868,870 |
|
| 770,223 |
| ||
Less accumulated depreciation |
| (490,429 | ) |
| (410,243 | ) | ||
Total |
| $ | 378,441 |
|
| $ | 359,980 |
|
Depreciation and amortization expense related to property and equipment, including property and equipment recorded under finance leases, for the years ended December 31, 2020, 2019, 2018 and 20172018 was $96.1 million, $83.5 million $75.1 millionand $63.4$75.1 million,, respectively.
| 86 |
The following table summarizes intangible assets as of December 31, 20192020 and 2018:
|
| As of December 31, 2020 |
| As of December 31, 2019 | ||||||||||||
(in thousands) |
| Gross Carrying Amount |
| Accumulated Amortization |
| Gross Carrying Amount |
| Accumulated Amortization | ||||||||
Customer relationships |
| $ | 186,749 |
|
| $ | (99,131 | ) |
| $ | 240,027 |
|
| $ | (139,319 | ) |
Trademarks and trade names |
| 46,762 |
|
| (31,327 | ) |
| 45,347 |
|
| (28,123 | ) | ||||
Software |
| 61,602 |
|
| (42,772 | ) |
| 59,244 |
|
| (35,362 | ) | ||||
Non-compete agreements |
| 1,980 |
|
| (1,980 | ) |
| 2,082 |
|
| (2,049 | ) | ||||
Total |
| $ | 297,093 |
|
| $ | (175,210 | ) |
| $ | 346,700 |
|
| $ | (204,853 | ) |
| As of December 31, 2019 | As of December 31, 2018 | |||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||
| Customer relationships | $ | 240,027 | $ | (139,319 | ) | $ | 199,581 | $ | (133,863 | ) | ||||||
| Trademarks and trade names | 45,347 | (28,123 | ) | 45,233 | (25,837 | ) | ||||||||||
| Software | 59,244 | (35,362 | ) | 58,515 | (29,420 | ) | ||||||||||
| Non-compete agreements | 2,082 | (2,049 | ) | 2,076 | (1,800 | ) | ||||||||||
| Total | $ | 346,700 | $ | (204,853 | ) | $ | 305,405 | $ | (190,920 | ) | ||||||
| (in thousands) | Acquired Intangible Assets | Goodwill | Total Intangible Assets | |||||||||
| Balance as of January 1, 2018 | $ | 150,543 | $ | 717,386 | $ | 867,929 | ||||||
| Increases (decreases): | ||||||||||||
| Acquisitions | — | 20,742 | 20,742 | |||||||||
| Impairment | (7,049 | ) | — | (7,049 | ) | |||||||
| Amortization | (22,562 | ) | — | (22,562 | ) | |||||||
| Other (primarily changes in foreign currency exchange rates) | (6,447 | ) | (33,931 | ) | (40,378 | ) | ||||||
| Balance as of December 31, 2018 | 114,485 | �� | 704,197 | 818,682 | ||||||||
| Increases (decreases): | ||||||||||||
| Acquisitions | 46,246 | 35,305 | 81,551 | |||||||||
| Impairment | — | — | — | |||||||||
| Amortization | (20,374 | ) | — | (20,374 | ) | |||||||
| Other (primarily changes in foreign currency exchange rates) | 1,490 | 4,321 | 5,811 | |||||||||
| Balance as of December 31, 2019 | $ | 141,847 | $ | 743,823 | $ | 885,670 | ||||||
(in thousands) |
| Acquired Intangible Assets |
| Goodwill |
| Total Intangible Assets | ||||||
Balance as of January 1, 2019 |
| $ | 114,485 |
|
| $ | 704,197 |
|
| $ | 818,682 |
|
Increases (decreases): |
|
|
|
|
|
|
|
|
| |||
Acquisitions (see footnote 6) |
| 46,246 |
|
| 35,305 |
|
| 81,551 |
| |||
Impairment |
| 0— |
| 0— |
|
| 0— | |||||
Amortization |
| (20,374 | ) |
| 0— |
|
| (20,374 | ) | |||
Other (primarily changes in foreign currency exchange rates) |
| 1,490 |
| 4,321 |
|
| 5,811 | |||||
Balance as of December 31, 2019 |
| 141,847 |
|
| 743,823 |
|
| 885,670 |
| |||
Increases (decreases): |
|
|
|
|
|
| ||||||
Acquisitions |
| 1,575 |
|
| (265 | ) |
| 1,310 |
| |||
Impairment |
| (2,048 | ) |
| (104,554 | ) |
| (106,602 | ) | |||
Amortization |
| (22,867 | ) |
| 0— |
|
| (22,867 | ) | |||
Other (primarily changes in foreign currency exchange rates) |
| 3,376 |
|
| 26,817 |
|
| 30,193 |
| |||
Balance as of December 31, 2020 |
| $ | 121,883 |
|
| $ | 665,821 |
|
| $ | 787,704 |
|
| 87 |
Impairment Charges
The COVID-19 pandemic and subsequent mitigation efforts, which include global business shutdowns, the closing of borders and the implementation of mandatory social distancing requirements, has created an unprecedented disruption to our business beginning in the first half of 2020. These mitigation efforts coupled with the negative economic impacts to the tourism industry caused a decline in revenues, earnings, and necessitated changes to our forecasted outlook. The Company performs its annualdetermined the totality of these events constituted a triggering event that required us to perform an interim goodwill impairment test duringassessment as of June 1, 2020. The Company concluded a triggering event had occurred for 6 reporting units, resulting in quantitative impairment tests. NaN reporting units were within the fourth quarter of each year. The annual goodwill impairment test completed duringEFT segment, 2 reporting units were within the fourth quarter ofMoney Transfer segment, and 12019 reporting unit was within the epay segment. resulted in no impairment charges. During the fourth quarter of 2018,As a result, the Company recorded a $7.0non-cash goodwill impairment charge of $104.6 million with respect to the xe, Innova and Pure Commerce reporting units. $21.9 million of the impairment charge was included within the EFT Segment, and $82.7 million of the impairment charge was included in the Money Transfer Segment.
During the second half of 2020, the Company recorded a $2.0 millionnon-cash impairment charge for acquired intangible assets, specifically
During 2018, the Company recorded a non-cash acquired intangible asset impairment charge of $7.0 million related to certain trade names as a result of combining HiFX into xe in order to operate the business
The balances as ofDecember 31, 2020 and 2019 and 2018 were as follows:
|
| As of December 31, | ||||||
(in thousands) |
| 2020 |
| 2019 | ||||
Accrued expenses |
| $ | 331,713 |
|
| $ | 246,699 |
|
Derivative liabilities |
| 65,905 |
|
| 41,935 |
| ||
Current portion of finance lease obligations |
| 6,403 |
|
| 5,919 |
| ||
Deferred income taxes |
| 0— |
|
| 4 |
| ||
Total |
| $ | 404,021 |
|
| $ | 294,557 |
|
| 88 |
| As of December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Accrued expenses | $ | 246,699 | $ | 210,997 | ||||
| Derivative liabilities | 41,935 | 36,102 | ||||||
| Current portion of finance lease obligations | 5,919 | 5,458 | ||||||
| Deferred income taxes | 4 | — | ||||||
| Total | $ | 294,557 | $ | 252,557 | ||||
Debt obligations consist of the following as of December 31, 20192020 and 20192018:
| As of December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Credit Facility: | ||||||||
| Revolving credit agreements | $ | — | $ | 215,725 | ||||
| Convertible Debt: | ||||||||
| 0.75% convertible notes, unsecured, due 2049 | 436,965 | — | ||||||
| 1.50% convertible notes, unsecured, due 2044 | — | 379,859 | ||||||
| 1.375% Senior Notes, due 2026 | 673,440 | — | ||||||
| Other obligations | 6,215 | 38,513 | ||||||
| Total debt obligations | $ | 1,116,620 | $ | 634,097 | ||||
| Unamortized debt issuance costs | (19,592 | ) | (6,298 | ) | ||||
| Carrying value of debt | $ | 1,097,028 | $ | 627,799 | ||||
| Short-term debt obligations and current maturities of long-term debt obligations | (6,089 | ) | (38,017 | ) | ||||
| Long-term debt obligations | $ | 1,090,939 | $ | 589,782 | ||||
|
| As of December 31, | ||||||
(in thousands) |
| 2020 |
| 2019 | ||||
Credit Facility: |
|
|
|
| ||||
Revolving credit agreement |
| $ | 270,400 |
|
| $ | 0— |
|
Convertible Debt: |
|
|
|
| ||||
0.75% convertible notes, unsecured, due 2049 |
| 452,228 |
|
| 436,965 |
| ||
|
|
|
|
| ||||
1.375% Senior Notes, due 2026 |
| 732,840 |
|
| 673,440 |
| ||
|
|
|
|
| ||||
Other obligations |
| 850 |
|
| 6,215 |
| ||
|
|
|
|
| ||||
Total debt obligations |
| $ | 1,456,318 |
|
| $ | 1,116,620 |
|
Unamortized debt issuance costs |
| (17,932 | ) |
| (19,592 | ) | ||
Carrying value of debt |
| $ | 1,438,386 |
|
| $ | 1,097,028 |
|
Short-term debt obligations and current maturities of long-term debt obligations |
| (797 | ) |
| (6,089 | ) | ||
Long-term debt obligations |
| $ | 1,437,589 |
|
| $ | 1,090,939 |
|
As of December 31, 2019,2020, aggregate annual maturities of long-term debt are $6.1 $0.8 million in 2020, $0.12021, $0.1 million due in 2021,2022, $270.4 million due in 2023, no maturities between 2022 andin 2024, and $1.2 $1.2 billion thereafter. This maturity schedule reflects the revolving credit facility maturing in 2023 and the Convertible Notes maturing in 2025, coinciding with the terms of the initial put option by holders of the Convertible Notes. It also reflects the maturing of the 1.375% Senior Note of €600€600 million ($673.4732.8 million) due in 2026.
Credit Facility
On October 17, 2018, the Company early retired the senior securedentered into an unsecured revolving bank credit facilityagreement (the "Credit Facility") with a syndicate of financial institutions. The Credit Facility was subsequently replaced by a new unsecured credit agreement for $1.0 $1.0 billion that expires on October 17, 2023. Fees and interest on borrowings are based upon the Company's corporate credit rating and are based, in the case of letter of credit fees, on a margin , and in the case of interest, on a margin over London Inter-Bank Offered Rate (“LIBOR”("LIBOR") or a margin over the base rate, as selected by the Company, with the applicable margin ranging from 1.125%1.125% to 2.0%2.0% (or 0.175%0.175% to 1.0%1.0% for base rate loans). The unsecured credit agreementCredit Facility allows for borrowings in Australian Dollars,dollars, British Pounds Sterling,pounds sterling, Canadian Dollars,dollars, Czech Koruna,koruna, Danish Krone, Euros,krone, euro, Hungarian Forints,forints, Japanese Yen,yen, New Zealand Dollars,dollars, Norwegian Krone,krone, Polish Zlotys,zlotys, Swedish Krona,krona, Swiss Francs,francs, and U.S. Dollars.dollars. The revolving credit facilityCredit Facility contains a $200$200 million sublimit for the issuance of letters of credit, a $50 million sublimit for U.S. Dollardollar swingline loans, and a $90$90 million sublimit for certain foreign currencies swingline loans.
The retiredweighted average interest rate of the Company's borrowings under the Credit Facility provided an aggregate amountwas 1.2%as of $675 million, consisting of a $590 million five-year revolving credit facility, a $10 millionDecember 31, 2020. five-year India revolving credit facility and a $75 million five-year term loan. Fees and interest on borrowings varied based upon the Company's consolidated total leverage ratio (as defined in the amended and restated credit agreement) and were based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over LIBOR or a margin over the base rate, as selected by the Company, with the applicable margin ranging from 1.375% to 2.375% (or 0.375% to 1.375% for base rate loans). The base rate is the highest of (i) the Bank of America prime rate, (ii) the Federal Funds rate plus 0.50% or (iii) the Fixed LIBOR rate plus 1.00%. The term loan was subject to scheduled quarterly amortization payments, as set forth in the amended and restated credit agreement.
| 89 |
Uncommitted Line of Credit
On September 4, 2019, the Company entered into an Uncommitted Loan Agreement with Bank of America which may provideprovided Euronet up to $100.0 $100.0 million under an uncommitted line of credit. Interest on borrowings iswas equal to LIBOR plus 0.65% and the agreement expireswas set to expire September 4, 2020. AsDuring the three months ended June 30, 2020, the Company and Bank of December 31, 2019, no amounts were outstanding underAmerica mutually agreed to terminate the line of credit.
Convertible Debt
On March 18, 2019, the Company completed the sale of $525.0$525.0 million of Convertible Senior Notes ("Convertible Notes"). The Convertible Notes mature in March 2049 unless redeemed or converted prior to such date, and are convertible into shares of Euronet Common Stock at a conversion price of approximately $188.73$188.73 per share if certain conditions are met (relating to the closing price of Euronet Common Stock exceeding certain thresholds for specified periods). Holders of the Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In connection with the issuance of the Convertible Notes, the Company recorded $12.8 $12.8 million in debt issuance costs, which are being amortized through March 1, 2025.
| 90 |
In accordance with ASC 470-20-30-27, proceeds from the issuance of convertible debt is allocated between debt and equity components so that debt is discounted to reflect the Company's nonconvertible debt borrowing rate. ASC 470-20-35-13 requires the debt discount to be amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. The allocation resulted in an increase to additional paid-in capital of $99.7 $99.7 million for the Convertible Notes.
The Company used $94.2$94.2 million of the net proceeds from the issuance of the new debtConvertible Notes to repurchase $49$49.0 million aggregate principal amount of the Company's 1.5% 1.5% Convertible Senior Notes due 2044 (the "Retired Convertible Notes") from a limited number of holders in privately negotiated transactions.
On March 18, 2019, the Company provided a notice of redemption to the trustee of the indenture governing the Retired Convertible Notes (the "Existing Indenture"), pursuant to which the Company would redeem all of the remaining principal amount outstanding of the Retired Convertible Notes on May 28, 2019 (the "Redemption Date") for cash at a redemption price equal to 100%100% of the principal amount of the Retired Convertible Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The issuance of the Convertible Notes and the conversion of the Retired Convertible
Prior to the Redemption Date, approximately $352.4$352.4 million principal amount of the Retired Convertible Notes were submitted for conversion. The Company elected to settle the conversion of such Retired Convertible Notes through a combination of cash and stock. The Company paid cash equal to $1,000$1,000 for each $1,000$1,000 principal amount of Retired Convertible Notes submitted for conversion and satisfied the remainder of the conversion obligation by issuing shares of the Company's Common Stock valued at $147.24$147.24 per share. As a result, the Company paid cash of $352.4$352.4 million and issued approximately 2.5 million shares of its Common Stock. In accordance with ASC 470, the Company recognized a loss of $9.8 million on the conversion and redemption for the year ended December 31, 2019, representing the difference between the fair value of the Retired Convertible Notes converted and the carrying value of the bonds at the time of conversion. The Company is using the remainder of the net proceeds from the issuance of the Convertible Notes to finance the further growth of the businessbusiness.
.
Contractual interest expense for the Retired Convertible Notes was $1.5 million and $6.0$1.5 million for the year ended December 31, 2019 and 2018, respectively. Accretionaccretion expense was $4.6$4.6 million for the year ended December 31, 2019 and $11.5 million for the year ended December 31, 2018..
| 91 |
Contractual interest expense for the Convertible Notes was $3.1$3.9 million and $3.1 millionfor the years ended December 31, 2020 and 2019, respectively. Accretion expense was $15.3 million and $11.6 million for the years ended December 31, 2020 and 2019, respectively. The effective interest rate was 4.4% for the year ended December 31, 2019. Accretion expense was $11.6 million for the year ended December 31, 2019. The effective interest rate was 4.4% for the year ended December 31, 2019.2020. As of December 31, 2019,2020, the unamortized discount was $88.0$72.8 million and will be amortized through March 2025.
1.375% Senior Notes due 2026
On May 22, 2019, the Company completed the sale of €600€600 million ($669.9 million) aggregate principal amount of Senior Notes that expiremature on May 2026 (the “Senior Notes”"Senior Notes"). The Senior Notes accrue interest at a rate of 1.375%1.375% per year, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption. As of December 31, 2019,2020, the Company has outstanding €600 million€600 million ($673.4732.8 million) principal amount of the Senior Notes. In addition, the Company may redeem some or all of these notes on or after February 22, 2026 at their principal amount plus any accrued and unpaid interest.
Other obligations
Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes. As of December 31, 20192020 and 2018,2019, borrowings under these arrangements were $6.2 $0.9 million and $38.5$6.2 million, respectively. As of December 31, 2019,2020, there was $6.2 $0.8 million due in 20202021 under these other obligation arrangements.
The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) certain foreign currency denominated other asset and liability positions. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC 815, primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates arebeing reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect.
Foreign currency exchange contracts - Ria Operations and Corporate
In the United States, the Company uses short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company’sCompany's credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts
| 92 |
Foreign currency exchange contracts - xe Operations
xe, writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity as part of its operations. xe aggregates its foreign currency exposures arising from customer contracts and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from xe's total portfolio of positions were $18.9$68.2 million, $69.2$71.1 million and $72.5$69.2 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. All of the derivative contracts used in the Company' s xe operations are economic hedges and are not designated as hedges under ASC 815. The duration of these derivative contracts is generally less than one year.
The fair value of xe's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. xe manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering into contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. xe does not expect any significant losses from counterparty defaults.
The aggregate equivalent U.S. dollar notional amounts of foreign currency derivative customer contracts held by the Company in its xe operations as of December 31, 20192020 and 2018,2019, was approximately $1.2$1.3 billion and $1.8$1.2 billion, respectively. The significant majority of customer contracts are written in major currencies such as the euro, U.S. dollar, British pound, Australian dollar and New Zealand dollar.
The following table summarizes the fair value of the derivative instruments as recorded in the Consolidated Balance Sheets as of the dates below:
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||
| Fair Value | Fair Value | |||||||||||||||||||
| (in thousands) | Balance Sheet Location | December 31, 2019 | December 31, 2018 | Balance Sheet Location | December 31, 2019 | December 31, 2018 | ||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||
| Foreign currency exchange contracts | Other current assets | $ | 54,765 | $ | 44,637 | Other current liabilities | $ | (41,935 | ) | $ | (36,102 | ) | ||||||||
|
| Asset Derivatives |
| Liability Derivatives | ||||||||||||||||
|
|
|
| Fair Value |
|
|
| Fair Value | ||||||||||||
(in thousands) |
| Balance Sheet Location |
| December 31, 2020 |
| December 31, 2019 |
| Balance Sheet Location |
| December 31, 2020 |
| December 31, 2019 | ||||||||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Foreign currency exchange contracts |
| Other current assets |
| $ | 80,879 |
|
| $ | 54,765 |
|
| Other current liabilities |
| $ | (65,905) |
| $ | (41,935 | ) | |
The following tables summarize the gross and net fair value of derivative assets and liabilities as of December 31, 20192020 and 20192018 (in thousands):
| 93 |
Offsetting of Derivative Assets
|
|
|
|
|
|
| Gross Amounts Not Offset in the Consolidated Balance Sheet |
|
| |||||||||||||||
As of December 31, 2020 |
| Gross Amounts of Recognized Assets |
| Gross Amounts Offset in the Consolidated Balance Sheet |
| Net Amounts Presented in the Consolidated Balance Sheet |
| Financial Instruments |
| Cash Collateral Received |
| Net Amounts | ||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
| $ | 80,879 |
|
| $ | 0— |
|
| $ | 80,879 |
|
| $ | (44,893 | ) |
| $ | (2,778 | ) |
| $ | 33,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
As of December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
| $ | 54,765 |
|
| $ | 0— |
|
| $ | 54,765 |
|
| $ | (34,935 | ) |
| $ | (7,362 | ) |
| $ | 12,468 |
|
| Gross Amounts Not Offset in the Consolidated Balance Sheet | ||||||||||||||||||||||||
| As of December 31, 2019 | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheet | Net Amounts Presented in the Consolidated Balance Sheet | Financial Instruments | Cash Collateral Received | Net Amounts | ||||||||||||||||||
| Derivatives subject to a master netting arrangement or similar agreement | $ | 54,765 | $ | — | $ | 54,765 | $ | (34,935 | ) | $ | (7,362 | ) | $ | 12,468 | ||||||||||
| As of December 31, 2018 | ||||||||||||||||||||||||
| Derivatives subject to a master netting arrangement or similar agreement | $ | 44,637 | $ | — | $ | 44,637 | $ | (25,187 | ) | $ | (9,918 | ) | $ | 9,532 | ||||||||||
Offsetting of Derivative Liabilities
|
|
|
|
|
|
|
| Gross Amounts Not Offset in the Consolidated Balance Sheet |
|
| ||||||||||||||
As of December 31, 2020 |
| Gross Amounts of Recognized Liabilities |
| Gross Amounts Offset in the Consolidated Balance Sheet |
| Net Amounts Presented in the Consolidated Balance Sheet |
| Financial Instruments |
| Cash Collateral Paid |
| Net Amounts | ||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
| $ | (65,905 | ) |
| $ | 0— |
|
| $ | (65,905 | ) |
| $ | 44,893 |
|
| $ | 12,272 |
|
| $ | (8,740 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
As of December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
| $ | (41,935 | ) |
| $ | 0— |
|
| $ | (41,935 | ) |
| $ | 34,935 |
|
| $ | 827 |
|
| $ | (6,173 | ) |
| Gross Amounts Not Offset in the Consolidated Balance Sheet | ||||||||||||||||||||||||
| As of December 31, 2019 | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Consolidated Balance Sheet | Net Amounts Presented in the Consolidated Balance Sheet | Financial Instruments | Cash Collateral Paid | Net Amounts | ||||||||||||||||||
| Derivatives subject to a master netting arrangement or similar agreement | $ | (41,935 | ) | $ | — | $ | (41,935 | ) | $ | 34,935 | $ | 827 | $ | (6,173 | ) | |||||||||
| As of December 31, 2018 | ||||||||||||||||||||||||
| Derivatives subject to a master netting arrangement or similar agreement | $ | (36,102 | ) | $ | — | $ | (36,102 | ) | $ | 25,187 | $ | 2,048 | $ | (8,867 | ) | |||||||||
| 94 |
Income Statement Presentation
The following tables summarize the location and amount of gains on derivatives in the Consolidated Statements of Income for the years ended December 31, 2019, 20202018, 2019 and 2017:2018:
|
|
|
| Amount of (Loss) Gain Recognized in Income on Derivative Contracts (a) | ||||||||||
|
| Location of (Loss) Gain Recognized in Income on Derivative Contracts |
| Year Ended December 31, | ||||||||||
(in thousands) |
|
| 2020 |
| 2019 |
| 2018 | |||||||
Foreign currency exchange contracts - Ria Operations |
| Foreign currency exchange (loss) gain, net |
| $ | (1,499) |
|
| $ | 62 |
|
| $ | 173 |
|
| Amount of Gain Recognized in Income on Derivative Contracts (a) | ||||||||||||||
| Location of Gain (Loss) Recognized in Income on Derivative Contracts | Year Ended December 31, | |||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | |||||||||||
| Foreign currency exchange contracts - Ria Operations | Foreign currency exchange gain, net | $ | 62 | $ | 173 | $ | 175 | |||||||
(a) The Company enters into derivative contracts such as foreign currency exchange forwards and cross-currency swaps as part of its xe operations. These derivative contracts are excluded from this table as they are part of the broader disclosure of foreign currency exchange revenues for this business discussed above.
See Note 17,18, Financial Instruments and Fair Value Measurements, for the determination of the fair values of derivatives.
The Company entersadopted ASC 842, Leases, on January 1, 2019. The Company enters into operating leases for ATM sites, office spaces, retail stores and equipment. The Company's finance leases are immaterial. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease terms.
The present value of lease payments is determined using the incremental borrowing rate based on information available at the lease commencement date. All leases with fixed payments, including leases with an initial term of 12 months or less are recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
Most leases include an option to renew, with renewal terms that can extend the lease terms. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms. The Company also has a unilateral termination right for most of the ATM site leases. SinceThe Company evaluated the Company islikelihood of exercising the renewal and termination options beginning with the adoption of the new accounting lease standard on January 1, 2019, concluding: the options were not reasonably certain to exercise the renewal or termination options, the options arebe exercised and thus were not considered in determining the lease terms, and associated payment impacts arewere excluded from lease payments.payments; and termination options were reasonably certain not to be exercised and therefore the stated lease payment schedule of the lease was used to determine the lease term.
During the second quarter of 2020, the impact of the COVID-19 pandemic was a significant event that caused a significant change in circumstances and business plans to manage our portfolio of ATM leases. Specifically the Company downsized, through the exercise of termination clauses and the reduction of monthly costs by renegotiating payment terms of its ATM leases. The Company's execution of the business plan to renegotiate terms and downsize the portfolio of ATM leases constituted a reassessment event during the second quarter of 2020. The reassessment event required the Company to reevaluate the accounting for the portfolio of ATM leases, including lease terms. Due to the recent increased frequency of ATM site lease terminations, modifications, and greater unpredictability whether or not future lease terminations will be exercised, the Company is no longer able to conclude that termination options are reasonably certain not to be exercised. This reassessment conclusion impacts the lease term evaluation, instead of determining the lease term based on the stated lease payment schedule of the lease, now the lease term will be evaluated when the Company has the contractual ability to terminate the lease (most leases allow for a termination upon advance notice of between 30 and 90 days). As a result of the lease term reassessment, $211.9 million of right of use assets and $211.9 million lease liabilities were reassessed to have a term shorter than 12 months, thus were subject to the short-term lease exemption and removed from the balance sheet beginning June 30, 2020. New, amended, and modified ATM site leases with termination options exercisable within 12 months will be excluded from the right of use lease asset and lease liability balances.
| 95 |
Payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred. The short-term lease expense for 2020 reasonably reflects the Company’s short-term lease commitments. Certain of the Company's lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation. Variable lease payments are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed occurs and are excluded from the right of use assets and lease liabilities balances. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Future minimum lease payments
Future minimum lease payments under the
| As of December 31, 2019 | |||
Maturity of Lease Liabilities (in thousands) | Operating Leases | ||
| 2020 | $ | 125,231 | |
| 2021 | 90,330 | ||
| 2022 | 64,279 | ||
| 2023 | 44,113 | ||
| 2024 | 25,467 | ||
| Thereafter | 43,105 | ||
| Total lease payments | $ | 392,525 | |
| Less: imputed interest | (23,195 | ) | |
| Present value of lease liabilities | $ | 369,330 | |
| (in thousands) | Operating Leases | |||
| Year ending December 31, | ||||
| 2019 | $ | 80,803 | ||
| 2020 | 65,590 | |||
| 2021 | 49,052 | |||
| 2022 | 37,823 | |||
| 2023 | 30,192 | |||
| Thereafter | 48,191 | |||
| Total minimum lease payments | $ | 311,651 | ||
| As of December 31, 2020 | ||
Maturity of Lease Liabilities (in thousands) | Operating Leases (1) | ||
2021 | $ | 48,622 |
|
2022 | 35,640 |
| |
2023 | 25,182 |
| |
2024 | 16,801 |
| |
2025 | 10,531 |
| |
Thereafter | 26,976 |
| |
Total lease payments | 163,752 |
| |
Less: imputed interest | (4,814 | ) | |
Present value of lease liabilities | $ | 158,938 |
|
(1) Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements. Certain ATM site leases contain termination options that grant the Company the option to terminate the lease prior to the stated term of the agreement. The Company includes the future minimum lease payments for these ATM site leases only to the extent that the termination option is not reasonably certain to be exercised.
Lease expense recognized in the Consolidated Statements of Income is summarized as follows:
Lease Expense (in thousands) | Income Statement Classification | Year ended December 31, 2019 | |||
| Operating lease expense | Selling, general and administrative and Direct operating costs | $ | 130,487 | ||
| Variable lease expense | Selling, general and administrative and Direct operating costs | 43,907 | |||
| Total lease expense | $ | 174,394 | |||
Lease Expense (in thousands) | Income Statement Classification | Year ended December 31, 2020 |
| Year ended December 31, 2019 | |||
Operating lease expense | Selling, general and administrative and Direct operating costs | $ | 83,102 |
| $ | 130,487 |
|
Short-term and variable lease expense | Selling, general and administrative and Direct operating costs | 69,711 |
| 43,907 |
| ||
Total lease expense |
| $ | 152,813 |
| $ | 174,394 |
|
| 96 |
Other information about lease amounts recognized in the consolidated financial statements is summarized as follows:
Lease Term and Discount Rate of Operating Leases | As of December 31, | ||
Weighted- average remaining lease term (years) | 5.1 | ||
Weighted- average discount rate | 2.2 | % | |
The following table presents supplemental cash flow and non-cash information related to leases:
Other Information (in thousands) | Year ended December 31, 2020 |
| Year ended December 31, 2019 | ||||
Cash paid for amounts included in the measurement of lease liabilities (a) | $ | 79,447 |
| $ | 129,609 | ||
Supplemental non-cash information on lease liabilities arising from obtaining ROU assets: |
|
| |||||
ROU assets obtained in exchange for new operating lease liabilities | $ | 77,728 |
| $ | 229,107 |
| |
Other Information (in thousands) | Year ended December 31, 2019 | |||
Cash paid for amounts included in the measurement of lease liabilities (a) | $ | 129,609 | ||
| Supplemental non-cash information on lease liabilities arising from obtaining ROU assets: | ||||
| ROU assets obtained in exchange for new operating lease liabilities | $ | 229,107 | ||
The sources of income before income taxes for the years ended December 31, 2020, 2019, 2018 and 20172018 are presented as follows:
|
| Year Ended December 31, | ||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 | ||||||
Income before taxes: |
|
|
|
|
|
| ||||||
United States |
| $ | 40,323 |
|
| $ | 44,290 |
|
| $ | 35,467 |
|
Foreign |
| (32,152 | ) |
| 389,517 |
|
| 259,449 |
| |||
Total income before income taxes |
| $ | 8,171 |
|
| $ | 433,807 |
|
| $ | 294,916 |
|
| 97 |
| Year Ended December 31, | ||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | |||||||||
| Income before taxes: | ||||||||||||
| United States | $ | 44,290 | $ | 35,467 | $ | 55,117 | ||||||
| Foreign | 389,517 | 259,449 | 201,218 | |||||||||
| Total income before income taxes | $ | 433,807 | $ | 294,916 | $ | 256,335 | ||||||
The Company's income tax expense for the years ended December 31, 2020, 2019, 2018 and 20172018 consisted of the following:
| Year Ended December 31, | ||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | |||||||||
| Current tax expense (benefit): | ||||||||||||
| U.S. | $ | (4,885 | ) | $ | (8,711 | ) | $ | 29,620 | ||||
| Foreign | 83,792 | 70,244 | 79,475 | |||||||||
| Total current | 78,907 | 61,533 | 109,095 | |||||||||
| Deferred tax expense (benefit): | ||||||||||||
| U.S. | (8,424 | ) | 6,871 | 14,056 | ||||||||
| Foreign | 16,629 | (5,619 | ) | (23,756 | ) | |||||||
| Total deferred | 8,205 | 1,252 | (9,700 | ) | ||||||||
| Total tax expense | $ | 87,112 | $ | 62,785 | $ | 99,395 | ||||||
|
| Year Ended December 31, | ||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 | ||||||
Current tax expense (benefit): |
|
|
|
|
|
| ||||||
U.S. |
| $ | 2,605 |
| $ | (4,885 | ) |
| $ | (8,711) |
| |
Foreign |
| 39,270 |
|
| 83,792 |
|
| 70,244 |
| |||
Total current |
| 41,875 |
|
| 78,907 |
|
| 61,533 |
| |||
Deferred tax expense (benefit): |
|
|
|
|
|
|
|
|
| |||
U.S. |
| (16,100) |
| (8,424) |
|
| 6,871 |
| ||||
Foreign |
| (14,300) |
|
| 16,629 |
| (5,619 | ) | ||||
Total deferred |
| (30,400) |
|
| 8,205 |
|
| 1,252 | ||||
Total tax expense |
| $ | 11,475 |
|
| $ | 87,112 |
|
| $ | 62,785 |
|
The following is a reconciliation of the federal statutory income tax rates of 21% for the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017 to the effective income tax rate for the same years:
| Year Ended December 31, | ||||||||||||
| (dollar amounts in thousands) | 2019 | 2018 | 2017 | |||||||||
| U.S. federal income tax expense at applicable statutory rate | $ | 91,099 | $ | 61,932 | $ | 89,684 | ||||||
| Tax effect of: | ||||||||||||
| State income tax expense (benefit) at statutory rates | 5,101 | 1,680 | 968 | |||||||||
| Non-deductible expenses | 2,896 | 3,457 | 5,648 | |||||||||
| Share-based compensation | (2,875 | ) | (13,750 | ) | (4,845 | ) | ||||||
| Other permanent differences | (864 | ) | (6,141 | ) | 8,458 | |||||||
| Difference between U.S. federal and foreign tax rates | 12,281 | 9,843 | (24,270 | ) | ||||||||
| Provision in excess of statutory rates | 3,565 | 3,737 | 8,426 | |||||||||
| Change in federal and foreign valuation allowance | 2,144 | 3,075 | (30,224 | ) | ||||||||
| Impairment of goodwill and acquired intangibles assets | — | 83 | 8,248 | |||||||||
| GILTI, net of tax credits | 6,471 | 14,111 | — | |||||||||
| U.S. Tax Reform - transition tax and rate change | (25,728 | ) | (12,262 | ) | 41,597 | |||||||
| Tax credits | (4,500 | ) | — | — | ||||||||
| Other | (2,478 | ) | (2,980 | ) | (4,295 | ) | ||||||
| Total income tax expense | $ | 87,112 | $ | 62,785 | $ | 99,395 | ||||||
| Effective tax rate | 20.1 | % | 21.3 | % | 38.8 | % | ||||||
|
| Year Ended December 31, | ||||||||||
(dollar amounts in thousands) |
| 2020 |
| 2019 |
| 2018 | ||||||
U.S. federal income tax expense at applicable statutory rate |
| $ | 1,716 |
| $ | 91,099 |
|
| $ | 61,932 |
| |
Tax effect of: |
|
|
|
|
|
|
|
| ||||
State income tax expense (benefit) at statutory rates |
| 347 |
| 5,101 |
|
| 1,680 |
| ||||
Non-deductible expenses |
| 1,887 |
| 2,896 |
|
| 3,457 |
| ||||
Share-based compensation |
| (6,446 | ) |
| (2,875 | ) |
| (13,750 | ) | |||
Other permanent differences |
| 3,828 |
| (864 | ) |
| (6,141 | ) | ||||
Difference between U.S. federal and foreign tax rates |
| 7,002 |
| 12,281 |
|
| 9,843 | |||||
Provision in excess of statutory rates |
| (6,491 | ) |
| 3,565 |
|
| 3,737 |
| |||
Change in federal and foreign valuation allowance |
| (4,238 | ) |
| 2,144 |
|
| 3,075 | ||||
Impairment of goodwill and acquired intangibles assets |
| 22,053 |
| 0— |
|
| 83 |
| ||||
GILTI, net of tax credits |
| 0— |
| 6,471 |
|
| 14,111 |
| ||||
U.S. Tax Reform - transition tax and rate change |
| 0— |
| (25,728 | ) |
| (12,262 | ) | ||||
Tax credits |
| (3,518 | ) |
| (4,500 | ) |
| 0— |
| |||
Other |
| (4,665 | ) |
| (2,478 | ) |
| (2,980 | ) | |||
Total income tax expense |
| $ | 11,475 |
| $ | 87,112 |
|
| $ | 62,785 |
| |
Effective tax rate |
| 140.4 | % |
| 20.1% |
| 21.3% | |||||
We calculate our provision for federal, state and international income taxes based on current tax law. On December 22, 2017, the U.S. enacted into law what is informally called the Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform"). The most significant provisions of U.S. Tax Reform are the transition tax on previously undistributed foreign earnings of foreign subsidiaries, the reduction of the U.S. corporate statutory income tax rate from 35% to 21% beginning on January 1, 2018, and new taxes on certain foreign sourced earnings.
The tax effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities from continuing operations are as follows:
| As of December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Deferred tax assets: | ||||||||
| Tax loss carryforwards | $ | 34,357 | $ | 30,689 | ||||
| Share-based compensation | 7,366 | 7,395 | ||||||
| Accrued expenses | 19,048 | 17,242 | ||||||
| Property and equipment | 8,602 | 16,377 | ||||||
| Goodwill and intangible amortization | 8,143 | 10,619 | ||||||
| Intercompany notes | 5,977 | 6,913 | ||||||
| Accrued revenue | 24,721 | 36,273 | ||||||
| Tax credits | 65,063 | — | ||||||
| Lease accounting | 89,965 | — | ||||||
| Other | 15,379 | 11,876 | ||||||
| Gross deferred tax assets | 278,621 | 137,384 | ||||||
| Valuation allowance | (83,184 | ) | (21,857 | ) | ||||
| Net deferred tax assets | 195,437 | 115,527 | ||||||
| Deferred tax liabilities: | ||||||||
| Intangible assets related to purchase accounting | (16,379 | ) | (22,877 | ) | ||||
| Goodwill and intangible amortization | (20,806 | ) | (16,115 | ) | ||||
| Accrued expenses | (29,084 | ) | (28,274 | ) | ||||
| Intercompany notes | (10,498 | ) | (14,034 | ) | ||||
| Accrued interest | (27,902 | ) | (32,372 | ) | ||||
| Capitalized research and development | (6,048 | ) | (8,299 | ) | ||||
| Property and equipment | (15,467 | ) | (8,408 | ) | ||||
| Accrued revenue | (4,727 | ) | (4,388 | ) | ||||
| Lease accounting | (89,965 | ) | — | |||||
| Other | (8,997 | ) | (5,841 | ) | ||||
| Total deferred tax liabilities | (229,873 | ) | (140,608 | ) | ||||
| Net deferred tax liabilities | $ | (34,436 | ) | $ | (25,081 | ) | ||
|
| As of December 31, | ||||||
(in thousands) |
| 2020 |
| 2019 | ||||
Deferred tax assets: |
|
|
|
| ||||
Tax loss carryforwards |
| $ | 45,609 |
|
| $ | 34,357 |
|
Share-based compensation |
| 6,771 |
|
| 7,366 |
| ||
Accrued expenses |
| 22,243 |
|
| 19,048 |
| ||
Property and equipment |
| 10,835 |
|
| 8,602 |
| ||
Goodwill and intangible amortization |
| 7,614 |
|
| 8,143 |
| ||
Intercompany notes |
| 7,689 |
|
| 5,591 |
| ||
Accrued revenue |
| 34,663 |
|
| 24,721 |
| ||
Tax credits |
| 65,388 |
|
| 65,063 |
| ||
Lease accounting |
| 39,962 |
|
| 89,965 |
| ||
| Foreign exchange | 19,160 | 3,394 | ||||||
Other |
| 14,230 |
|
| 12,371 |
| ||
Gross deferred tax assets |
| 274,164 |
|
| 278,621 |
| ||
Valuation allowance |
| (77,563 | ) |
| (83,184 | ) | ||
Net deferred tax assets |
| 196,601 |
|
| 195,437 |
| ||
Deferred tax liabilities: |
|
|
|
|
|
| ||
Intangible assets related to purchase accounting |
| (12,854 | ) |
| (16,379 | ) | ||
Goodwill and intangible amortization |
| (24,763 | ) |
| (20,806 | ) | ||
Accrued expenses |
| (43,971 | ) |
| (29,084 | ) | ||
Intercompany notes |
| (10,396 | ) |
| (8,733 | ) | ||
Accrued interest |
| (30,932 | ) |
| (27,902 | ) | ||
Capitalized research and development |
| (6,352 | ) |
| (6,048 | ) | ||
Property and equipment |
| (18,295 | ) |
| (15,467 | ) | ||
Accrued revenue |
| (1,829 | ) |
| (4,727 | ) | ||
Lease accounting |
| (39,962 | ) |
| (89,965 | ) | ||
| Foreign exchange | (10,880 | ) | (4,156) | |||||
Other |
| (6,826 | ) |
| (6,606 | ) | ||
Total deferred tax liabilities |
| (207,060 | ) |
| (229,873 | ) | ||
Net deferred tax liabilities |
| $ | (10,459 | ) |
| $ | (34,436 | ) |
Subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 20192020 are expected to be allocated to income taxes in the Consolidated Statements of Income.
As of December 31, 2019,2020, and 2018,2019, the Company's foreign tax loss carryforwards were $119.1$197.4 million and $109.8$119.1 million,, respectively, and U.S. state tax loss carryforwards were $97.6$95.8 million and $91.8$97.6 million,, respectively. In 2019,As of December 31, 2020, the Company has recognized $59.1 million inhad U.S. foreign tax creditscredit carryforwards of $61.3 million which are largely not expected to be utilized in future periods.
| 99 |
In assessing the Company's ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will only realize the benefits of these deductible differences, net of the existing valuation allowances, as of December 31, 20192020..
| (in thousands) | Gross | Tax Effected | ||||||
| Year ending December 31, | ||||||||
| 2020 | $ | 1,274 | $ | 315 | ||||
| 2021 | 3,790 | 934 | ||||||
| 2022 | 2,800 | 720 | ||||||
| 2023 | 2,577 | 605 | ||||||
| 2024 | 8,713 | 2,152 | ||||||
| Thereafter | 39,040 | 9,851 | ||||||
| Unlimited | 60,935 | 14,427 | ||||||
| Total | $ | 119,129 | $ | 29,004 | ||||
(in thousands) |
| Gross |
| Tax Effected | ||||
Year ending December 31, |
|
|
|
| ||||
2021 |
| $ | 3,538 |
|
| $ | 859 |
|
2022 |
| 3,590 |
|
| 827 |
| ||
2023 |
| 5,031 |
|
| 1,350 |
| ||
2024 |
| 6,060 |
|
| 1,434 |
| ||
2025 |
| 19,948 |
|
| 4,588 |
| ||
Thereafter |
| 26,197 |
|
| 6,860 |
| ||
Unlimited |
| 133,004 |
|
| 30,895 |
| ||
Total |
| $ | 197,368 |
|
| $ | 46,813 |
|
In addition, the Company's state tax net operating loss carryforwards of $97.6$95.8 million will expire periodically from 20202021 through 2039,2040, U.S. foreign tax credit carryforwards of $59.1$61.3 million that will expire periodically from 2021 through 2027,2028 and U.S. federal research and expenditure credit carryforwards of $3.2$3.3 million that will expire over an indefinite number of years, and foreign tax credits of $2.8 million that will expire over an indefinite number of years.periodically from 2034 through 2038.
While U.S. tax expense has been recognized as a result of the transition tax and Global Intangible Low-Taxed Income ("GILTI")GILTI provisions of U.S. Tax Reform, the Company has not provided additional deferred taxes with respect to items such as certain foreign exchange gains or losses, foreign withholding taxes or additional state taxes, if any, on undistributed earnings attributable to foreign subsidiaries and it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely. Gross undistributed earnings reinvested indefinitely in foreign subsidiaries aggregated approximately $1,810$1,710.1 million as of December 31, 2019.2020.
| 100 |
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 20192020 and 20182019 is as follows:
| Year Ended December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Beginning balance | $ | 30,915 | $ | 28,537 | ||||
| Additions based on tax positions related to the current year | 15,569 | 4,787 | ||||||
| Additions for tax positions of prior years | 6 | 966 | ||||||
| Reductions for tax positions of prior years | (1,703 | ) | (1,705 | ) | ||||
| Settlements | — | (807 | ) | |||||
| Statute of limitations expiration | (252 | ) | (863 | ) | ||||
| Ending balance | $ | 44,535 | $ | 30,915 | ||||
|
| Year Ended December 31, | ||||||
(in thousands) |
| 2020 |
| 2019 | ||||
Beginning balance |
| $ | 44,535 |
|
| $ | 30,915 |
|
Additions based on tax positions related to the current year |
| 7,331 |
|
| 15,569 |
| ||
Additions for tax positions of prior years |
| 0— |
|
| 6 |
| ||
Reductions for tax positions of prior years |
| (1,349 | ) |
| (1,703 | ) | ||
Settlements |
| (10,127 | ) |
| 0— | |||
Statute of limitations expiration |
| (605 | ) |
| (252 | ) | ||
Ending balance |
| $ | 39,785 |
|
| $ | 44,535 |
|
As of December 31, 20192020 and 2018,2019, approximately $42.7$31.8 million and $28.0$42.7 million,, respectively, of the unrecognized tax benefits would impact the Company's provision for income taxes and effective income tax rate, if recognized. Total estimated accrued interest and penalties related to the underpayment of income taxes was $5.2$6.2 million and $4.4$5.2 million as of December 31, 20192020 and 2018,2019, respectively. The following income tax years remain open in the Company's major jurisdictions as of December 31, 20192020::
Jurisdictions | Periods |
U.S. (Federal) | 2014 through 2020 |
Germany | 2016 through 2020 |
Greece | 2014 through |
Spain | 2015 through |
U.K. | 2018 through |
It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next twelve months as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect the Company's operating results. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.
Trade accounts receivable balances and accounts receivable balances included within the settlement assets are stated net of allowance for doubtful accounts.credit losses. Historically, the Company has not experienced significant write-offs. The Company records allowances for doubtful accountscredit losses when it is probable that the accounts receivable balance will not be collected.
| 101 |
| Year Ended December 31, | ||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | |||||||||
| Beginning balance-allowance for doubtful accounts | $ | 24,287 | $ | 20,958 | $ | 18,369 | ||||||
| Additions-charged to expense | 10,095 | 8,653 | 6,631 | |||||||||
| Amounts written off | (6,179 | ) | (4,079 | ) | (5,944 | ) | ||||||
| Other (primarily changes in foreign currency exchange rates) | (265 | ) | (1,245 | ) | 1,902 | |||||||
| Ending balance-allowance for doubtful accounts | $ | 27,938 | $ | 24,287 | $ | 20,958 | ||||||
|
| Year Ended December 31, | ||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 | ||||||
Beginning balance-credit losses |
| $ | 27,938 |
|
| $ | 24,287 |
|
| $ | 20,958 |
|
Additions-charged to expense |
| 19,469 |
|
| 10,095 |
|
| 8,653 |
| |||
Amounts written off |
| (7,842) |
| (6,179 | ) |
| (4,079 | ) | ||||
Other (primarily changes in foreign currency exchange rates) |
| 2,162 |
| (265 | ) |
| (1,245) |
| ||||
Ending balance-credit losses |
| $ | 41,727 |
|
| $ | 27,938 |
|
| $ | 24,287 |
|
The Company has share-based compensation plans (“SCP”("SCP") that allow it to grant restricted shares, or options to purchase shares, of Common Stockcommon stock to certain current and prospective key employees, directors and consultants of the Company. These awards generallygenerally vest over periods ranging from three to five years from the date of grant,grant. Stock options are generally exercisable during the shorter of a ten-year term or the term of employment with the Company. With the exception of certain awards made to the Company's employees in Germany, Singapore and Malaysia, awards under the SCP are settled through the issuance of new shares under the provisions of the SCP. For Company employees in Germany, Singapore and Malaysia, certain awards are settled through the issuance of treasury shares, which also reduces the number of shares available for future issuance under the SCP. As ofDecember 31, 2019,2020, the Company has approximately 2.10.5 million in total shares remaining available for issuance under the SCP.
Share-based compensation expense was $21.4$22.0 million,, $21.4 million and $16.8 million and $15.6 million for the years ended December 31, 2020, 2019, 2018 and 2017,2018, respectively, and was recorded in salaries and benefits expense in the accompanying Consolidated Statements of Income.Operations. The Company recorded a tax benefit of $4.9$2.1 million,, $2.7 $4.9 million and $2.3$2.7 million during the years ended December 31, 2020, 2019, 2018 and 2017,2018, respectively, for the portion of this expense that relates to foreign tax jurisdictions in which an income tax benefit is expected to be derived.
Summary stock options activity is presented in the table below:
|
| Number of Shares |
| Weighted Average Exercise Price |
| Weighted Average Remaining Contractual Term (years) |
| Aggregate Intrinsic Value (thousands) | |||||
Balance at December 31, 2019 (1,653,340 shares exercisable) |
| 3,015,775 |
|
| $ | 81.29 |
|
|
|
|
| ||
Granted |
| 1,574,228 |
|
| $ | 103.30 |
|
|
|
|
| ||
Exercised |
| (460,688 | ) |
| $ | 34.35 |
|
|
|
|
| ||
Forfeited/Canceled |
| (37,966 | ) |
| $ | 105.87 |
|
|
|
|
| ||
Expired |
| (56 | ) |
| $ | 17.05 |
|
|
|
| |||
Balance at December 31, 2020 |
| 4,091,293 |
|
| $ | 94.88 |
|
| 7.4 |
| $ | 207,507 |
|
Exercisable at December 31, 2020 |
| 1,497,567 |
|
| $ | 61.32 |
|
| 4.3 |
| $ | 125,859 |
|
Vested and expected to vest at December 31, 2020 |
| 2,075,569 |
|
| $ | 78.63 |
|
| 5.4 |
| $ | 140,063 |
|
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (thousands) | ||||||||||
| Balance at December 31, 2018 (1,637,801 shares exercisable) | 2,562,570 | $ | 57.10 | ||||||||||
| Granted | 795,274 | $ | 145.92 | ||||||||||
| Exercised | (295,420 | ) | $ | 44.22 | |||||||||
| Forfeited/Canceled | (46,287 | ) | $ | 89.67 | |||||||||
| Expired | (362 | ) | |||||||||||
| Balance at December 31, 2019 | 3,015,775 | $ | 81.29 | 6.2 | $ | 230,052 | |||||||
| Exercisable at December 31, 2019 | 1,653,340 | $ | 46.36 | 4.1 | $ | 183,846 | |||||||
| Vested and expected to vest at December 31, 2019 | 2,383,821 | $ | 66.65 | 5.4 | $ | 216,739 | |||||||
| 102 |
| Year ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Volatility | 29.3 | % | 29.8 | % | 28.8 | % | ||||||
| Risk-free interest rate - weighted average | 2.1 | % | 2.8 | % | 2.2 | % | ||||||
| Risk-free interest rate - range | (a) | (a) | .022 | |||||||||
| Dividend yield | — | % | — | % | — | % | ||||||
| Assumed forfeitures | 8.0 | % | 8.0 | % | 8.0 | % | ||||||
| Expected lives | 5.2 years | 5.6 years | 5.5 years | |||||||||
| Weighted-average fair value (per share) | $ | 43.96 | $ | 37.16 | $ | 28.59 | ||||||
|
| Year ended December 31, | ||||||||||
|
| 2020 (b) |
| 2019 |
| 2018 | ||||||
Volatility |
| 35.6 | % |
| 29.3 | % |
| 29.8 | % | |||
Risk-free interest rate - weighted average |
| 0.6 | % |
| 2.1 | % |
| 2.8 | % | |||
Risk-free interest rate - range |
| 0.31% to 1.17 | % |
| (a) |
|
| (a) |
| |||
Dividend yield |
| 0— | % |
| 0— | % |
| 0— | % | |||
Assumed forfeitures |
| 8.0 | % |
| 8.0 | % |
| 8.0 | % | |||
Expected lives |
| 7.1 years |
|
| 5.2 years |
|
| 5.6 years |
| |||
Weighted-average fair value (per share) |
| $ | 48.21 |
|
| $ | 43.96 |
|
| $ | 37.16 |
|
(a) At the date of grant, the risk fee rate for stock options awarded in 2019 and 2018 was 1.7%, and 2.8%, respectively.
(b) During 2020, the Company granted 1,350,000 options that were valued using a Monte Carlo simulation (not included in the table above). The Monte Carlo simulation calculated a fair value per option of $26.90 using the following assumptions: volatility of 37.0%, risk-free interest rate of 0.33%, and a term of 5.0 years.
Restricted stock
Restricted stock awards vest based on the achievement of time-based service conditions and/or performance-based conditions. For certain awards, vesting is based on the achievement of more than one condition of an award with multiple time-based
Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||
| Nonvested at December 31, 2018 | 371,841 | $ | 85.78 | ||||
| Granted | 254,631 | $ | 145.93 | ||||
| Vested | (115,740 | ) | $ | 78.77 | |||
| Forfeited | (16,784 | ) | $ | 92.44 | |||
| Nonvested at December 31, 2019 | 493,948 | $ | 118.20 | ||||
|
| Number of Shares |
| Weighted Average Grant Date Fair Value Per Share | |||
Nonvested at December 31, 2019 |
| 493,948 |
|
| $ | 118.20 |
|
Granted |
| 129,127 |
|
| $ | 117.97 |
|
Vested |
| (126,903) |
| $ | 87.08 |
| |
Forfeited |
| (10,662) |
| $ | 105.14 |
| |
Nonvested at December 31, 2020 |
| 485,510 |
|
| $ | 126.62 |
|
| 103 |
Employee stock purchase plan
The Company has a qualified Employee Stock Purchase Plan (the “ESPP”"ESPP"), which allows qualified employees (as defined by the plan documents) to participate in the purchase of rights to purchase designated shares of the Company's Common Stock at a price equal to the lower of 85% of the closing price at the beginning or end of each quarterly offering period. The Company reserved 1,000,000 shares of Common Stock for purchase under the ESPP. Pursuant to the ESPP, during the years ended December 31, 2020, 2019, 2018 and 2017,2018, the Company issued 32,267, 16,713 21,872 and 21,54721,872 rights, respectively, to purchase shares of Common Stock at a weighted average price per share of $71.63, $110.37 $71.08 and $69.06,$71.08, respectively. The grant date fair value of the option to purchase shares at the lower of the closing price at the beginning or end of the quarterly period, plus the actual total discount provided, are recorded as compensation expense. Total compensation expense recorded was $0.4$0.6 million, $0.4 million, and $0.4 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. The following table provides the weighted-average fair value of the ESPP stock purchase rights during the years ended December 31, 2020, 2019, 2018 and 20172018 and the assumptions used to calculate the fair value using the Black-Scholes-Merton option-pricing model:
|
| Year Ended December 31, | ||||||||||
|
| 2020 |
| 2019 |
| 2018 | ||||||
Volatility - weighted average |
| 60.9 | % |
| 24.3 | % |
| 30.1 | % | |||
Volatility - range |
| 37.2% to 81.1 | % |
| 20.3% to 28.1 | % |
| 23.5% to 36.7 | % | |||
Risk-free interest rate - weighted average |
| 0.12 | % |
| 2.07 | % |
| 2.01 | % | |||
Risk-free interest rate - range |
| 0.09% to 0.16 | % |
| 1.55% to 2.44 | % |
| 1.73% to 2.45 | % | |||
Dividend yield |
| 0— | % |
| 0— | % |
| 0— | % | |||
Expected lives |
| 3 months |
|
| 3 months |
|
| 3 months |
| |||
Weighted-average fair value (per share) |
| $ | 20.11 |
|
| $ | 25.87 |
|
| $ | 17.22 |
|
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Volatility - weighted average | 24.3 | % | 30.1 | % | 18.4 | % | ||||||
| Volatility - range | 20.3% to 28.1% | 23.5% to 36.7% | 14.6% to 27.2% | |||||||||
| Risk-free interest rate - weighted average | 2.07 | % | 2.01 | % | 0.89 | % | ||||||
| Risk-free interest rate - range | 1.55% to 2.44% | 1.73% to 2.45% | 0.51% to 1.39% | |||||||||
| Dividend yield | — | % | — | % | — | % | ||||||
| Expected lives | 3 months | 3 months | 3 months | |||||||||
| Weighted-average fair value (per share) | $ | 25.87 | $ | 17.22 | $ | 15.81 | ||||||
Euronet’s
Euronet's reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting (“"ASC 280”280"). The Company currently operates in the following three reportable operating segments:
1) Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Asia Pacific and the United States. The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, dynamic currency conversion, domestic and international surcharges and other value added services. Through this segment, the Company also offers a suite of |
| 104 | |
2) Through theepaySegment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the U.S. and South America.
3) Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria, AFEX, IME, and xe. Ria, AFEX, and IME provide global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network. xe offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses. xe is also a provider of foreign currency exchange information. The Company also offers customers bill payment services, payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services, foreign currency exchange services and mobile top-up. Furthermore, xe provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses.
In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in its administrative division, “Corporate"Corporate Services, Eliminations and Other.”" These services are not directly identifiable with the Company’sCompany's reportable operating segments.
The following tables present the Company’sCompany's reportable segment results for the years ended December 31, 2020, 2019 2018and 2018:2017:
| For the Year Ended December 31, 2019 | ||||||||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Corporate Services, Eliminations and Other | Consolidated | |||||||||||||||
| Total revenues | $ | 888,712 | $ | 769,329 | $ | 1,096,226 | $ | (4,158 | ) | $ | 2,750,109 | |||||||||
| Operating expenses: | ||||||||||||||||||||
| Direct operating costs | 397,132 | 576,757 | 586,730 | (4,136 | ) | 1,556,483 | ||||||||||||||
| Salaries and benefits | 87,603 | 61,540 | 208,792 | 36,809 | 394,744 | |||||||||||||||
| Selling, general and administrative | 35,518 | 35,054 | 133,068 | 8,304 | 211,944 | |||||||||||||||
| Acquired intangible assets impairment | — | — | — | — | — | |||||||||||||||
| Depreciation and amortization | 71,819 | 6,774 | 32,846 | 305 | 111,744 | |||||||||||||||
| Total operating expenses | 592,072 | 680,125 | 961,436 | 41,282 | 2,274,915 | |||||||||||||||
| Operating income (expense) | $ | 296,640 | $ | 89,204 | $ | 134,790 | $ | (45,440 | ) | $ | 475,194 | |||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 1,969 | |||||||||||||||||||
| Interest expense | (36,237 | ) | ||||||||||||||||||
| Loss from unconsolidated affiliates | — | |||||||||||||||||||
| Loss on early retirement of debt | — | |||||||||||||||||||
| Foreign currency exchange loss, net | 2,701 | |||||||||||||||||||
| Other gains, net | (9,820 | ) | ||||||||||||||||||
| Total other expense, net | (41,387 | ) | ||||||||||||||||||
| Income before income taxes | $ | 433,807 | ||||||||||||||||||
| Segment assets as of December 31, 2019 | $ | 1,914,144 | $ | 962,671 | $ | 1,560,136 | $ | 220,715 | $ | 4,657,666 | ||||||||||
| Property and equipment, net as of December 31, 2019 | $ | 266,872 | $ | 41,539 | $ | 51,519 | $ | 50 | $ | 359,980 | ||||||||||
|
| For the Year Ended December 31, 2020 | ||||||||||||||||||
(in thousands) |
| EFT Processing |
| epay |
| Money Transfer |
| Corporate Services, Eliminations and Other |
| Consolidated | ||||||||||
Total revenues |
| $ | 468,726 |
|
| $ | 835,517 |
|
| $ | 1,183,849 |
|
| $ | (5,392) |
| $ | 2,482,700 |
| |
Operating expenses: |
|
|
|
|
|
|
|
|
|
| ||||||||||
Direct operating costs |
| 302,637 |
|
| 630,391 |
|
| 649,033 |
|
| (5,362) |
| 1,576,699 |
| ||||||
Salaries and benefits |
| 91,526 |
|
| 64,769 |
|
| 213,511 |
|
| 34,336 |
|
| 404,142 |
| |||||
Selling, general and administrative |
| 35,388 |
|
| 35,789 |
|
| 142,161 |
|
| 8,276 |
|
| 221,614 |
| |||||
Goodwill and acquired intangible assets impairment |
| 21,861 |
|
| 0— |
|
| 84,741 |
|
| 0— |
|
| 106,602 |
| |||||
Depreciation and amortization |
| 84,025 |
|
| 7,890 |
|
| 34,694 |
|
| 412 |
|
| 127,021 |
| |||||
Total operating expenses |
| 535,437 |
|
| 738,839 |
|
| 1,124,140 |
|
| 37,662 |
|
| 2,436,078 |
| |||||
Operating income (expense) |
| $ | (66,711 | ) |
| $ | 96,678 |
|
| $ | 59,709 |
|
| $ | (43,054 | ) |
| $ | 46,622 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest income |
|
|
|
|
|
|
|
|
| 1,040 |
| |||||||||
Interest expense |
|
|
|
|
|
|
|
|
| (36,604 | ) | |||||||||
Foreign currency exchange loss, net |
|
|
|
|
|
|
|
|
| (3,756 | ) | |||||||||
Other gains, net |
|
|
|
|
|
|
|
|
| 869 | ||||||||||
Total other expense, net |
|
|
|
|
|
|
|
|
| (38,451 | ) | |||||||||
Income before income taxes |
|
|
|
|
|
|
|
|
| $ | 8,171 |
| ||||||||
Segment assets as of December 31, 2020 |
| $ | 1,541,610 |
|
| $ | 1,135,204 |
|
| $ | 1,755,651 |
|
| $ | 494,246 |
|
| $ | 4,926,711 |
|
| 105 |
|
| For the Year Ended December 31, 2019 | ||||||||||||||||||
(in thousands) |
| EFT Processing |
| epay |
| Money Transfer |
| Corporate Services, Eliminations and Other |
| Consolidated | ||||||||||
Total revenues |
| $ | 888,712 |
|
| $ | 769,329 |
|
| $ | 1,096,226 |
|
| $ | (4,158 | ) |
| $ | 2,750,109 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
| ||||||||||
Direct operating costs |
| 397,132 |
|
| 576,757 |
|
| 586,730 |
|
| (4,136 | ) |
| 1,556,483 |
| |||||
Salaries and benefits |
| 87,603 |
|
| 61,540 |
|
| 208,792 |
|
| 36,809 |
|
| 394,744 |
| |||||
Selling, general and administrative |
| 35,518 |
|
| 35,054 |
|
| 133,068 |
|
| 8,304 |
|
| 211,944 |
| |||||
Depreciation and amortization |
| 71,819 |
|
| 6,774 |
|
| 32,846 |
|
| 305 |
|
| 111,744 |
| |||||
Total operating expenses |
| 592,072 |
|
| 680,125 |
|
| 961,436 |
|
| 41,282 |
|
| 2,274,915 |
| |||||
Operating income (expense) |
| $ | 296,640 |
|
| $ | 89,204 |
|
| $ | 134,790 |
|
| $ | (45,440 | ) |
| $ | 475,194 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest income |
|
|
|
|
|
|
|
|
| 1,969 |
| |||||||||
Interest expense |
|
|
|
|
|
|
|
|
| (36,237 | ) | |||||||||
Foreign currency exchange gain, net |
|
|
|
|
|
|
|
|
| 2,701 | ||||||||||
Other gains, net |
|
|
|
|
|
|
|
|
| (9,820 | ) | |||||||||
Total other expense, net |
|
|
|
|
|
|
|
|
| (41,387 | ) | |||||||||
Income before income taxes |
|
|
|
|
|
|
|
|
| $ | 433,807 |
| ||||||||
Segment assets as of December 31, 2019 |
| $ | 1,914,144 |
|
| $ | 962,671 |
|
| $ | 1,560,136 |
|
| $ | 220,715 |
|
| $ | 4,657,666 |
|
| For the Year Ended December 31, 2018 | ||||||||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Corporate Services, Eliminations and Other | Consolidated | |||||||||||||||
| Total revenues | $ | 753,651 | $ | 743,784 | $ | 1,042,962 | $ | (3,768 | ) | $ | 2,536,629 | |||||||||
| Operating expenses: | ||||||||||||||||||||
| Direct operating costs | 366,977 | 564,252 | 560,930 | (3,753 | ) | 1,488,406 | ||||||||||||||
| Salaries and benefits | 75,791 | 57,748 | 194,808 | 32,085 | 360,432 | |||||||||||||||
| Selling, general and administrative | 46,925 | 35,749 | 125,647 | 8,486 | 216,807 | |||||||||||||||
| Goodwill and acquired intangible assets impairment | — | — | 7,049 | — | 7,049 | |||||||||||||||
| Depreciation and amortization | 66,713 | 7,038 | 32,002 | 268 | 106,021 | |||||||||||||||
| Total operating expenses | 556,406 | 664,787 | 920,436 | 37,086 | 2,178,715 | |||||||||||||||
| Operating income (expense) | $ | 197,245 | $ | 78,997 | $ | 122,526 | $ | (40,854 | ) | $ | 357,914 | |||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 1,320 | |||||||||||||||||||
| Interest expense | (37,573 | ) | ||||||||||||||||||
| Income from unconsolidated affiliates | (117 | ) | ||||||||||||||||||
| Foreign currency exchange gain, net | (26,655 | ) | ||||||||||||||||||
| Other gains, net | 27 | |||||||||||||||||||
| Total other expense, net | (62,998 | ) | ||||||||||||||||||
| Income before income taxes | $ | 294,916 | ||||||||||||||||||
| Segment assets as of December 31, 2018 | $ | 1,220,141 | $ | 780,220 | $ | 1,310,775 | $ | 10,019 | $ | 3,321,155 | ||||||||||
| Property and equipment, net as of December 31, 2018 | $ | 215,106 | $ | 31,172 | $ | 45,517 | $ | 74 | $ | 291,869 | ||||||||||
| 106 |
|
| For the Year Ended December 31, 2018 | ||||||||||||||||||
(in thousands) |
| EFT Processing |
| epay |
| Money Transfer |
| Corporate Services, Eliminations and Other |
| Consolidated | ||||||||||
Total revenues |
| $ | 753,651 |
|
| $ | 743,784 |
|
| $ | 1,042,962 |
|
| $ | (3,768 | ) |
| $ | 2,536,629 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
| ||||||||||
Direct operating costs |
| 366,977 |
|
| 564,252 |
|
| 560,930 |
|
| (3,753 | ) |
| 1,488,406 |
| |||||
Salaries and benefits |
| 75,791 |
|
| 57,748 |
|
| 194,808 |
|
| 32,085 |
|
| 360,432 |
| |||||
Selling, general and administrative |
| 46,925 |
|
| 35,749 |
|
| 125,647 |
|
| 8,486 |
|
| 216,807 |
| |||||
Goodwill impairment |
| 0— |
|
| 0— |
|
| 7,049 |
|
| 0— |
|
| 7,049 |
| |||||
Depreciation and amortization |
| 66,713 |
|
| 7,038 |
|
| 32,002 |
|
| 268 |
|
| 106,021 |
| |||||
Total operating expenses |
| 556,406 |
|
| 664,787 |
|
| 920,436 |
|
| 37,086 |
|
| 2,178,715 |
| |||||
Operating income (expense) |
| $ | 197,245 |
|
| $ | 78,997 |
|
| $ | 122,526 |
|
| $ | (40,854 | ) |
| $ | 357,914 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest income |
|
|
|
|
|
|
|
|
| 1,320 |
| |||||||||
Interest expense |
|
|
|
|
|
|
|
|
| (37,573 | ) | |||||||||
Income from unconsolidated affiliates |
|
|
|
|
|
|
|
|
| (117 | ) | |||||||||
Foreign currency exchange loss, net |
|
|
|
|
|
|
|
|
| (26,655 | ) | |||||||||
Other gains, net |
|
|
|
|
|
|
|
|
| 27 |
| |||||||||
Total other expense, net |
|
|
|
|
|
|
|
|
| (62,998 | ) | |||||||||
Income before income taxes |
|
|
|
|
|
|
|
|
| $ | 294,916 |
| ||||||||
Segment assets as of December 31, 2018 |
| $ | 1,220,141 |
|
| $ | 780,220 |
|
| $ | 1,310,775 |
|
| $ | 10,019 |
|
| $ | 3,321,155 |
|
| For the Year Ended December 31, 2017 | ||||||||||||||||||||
| (in thousands) | EFT Processing | epay | Money Transfer | Corporate Services, Eliminations and Other | Consolidated | |||||||||||||||
| Total revenues | $ | 634,559 | $ | 733,998 | $ | 886,858 | $ | (2,993 | ) | $ | 2,252,422 | |||||||||
| Operating expenses: | ||||||||||||||||||||
| Direct operating costs | 318,875 | 564,032 | 476,322 | (2,979 | ) | 1,356,250 | ||||||||||||||
| Salaries and benefits | 61,683 | 54,459 | 168,371 | 26,274 | 310,787 | |||||||||||||||
| Selling, general and administrative | 33,158 | 36,014 | 108,022 | 13,108 | 190,302 | |||||||||||||||
| Goodwill impairment | 2,286 | 31,770 | — | — | 34,056 | |||||||||||||||
| Depreciation and amortization | 55,660 | 9,622 | 29,598 | 150 | 95,030 | |||||||||||||||
| Total operating expenses | 471,662 | 695,897 | 782,313 | 36,553 | 1,986,425 | |||||||||||||||
| Operating income (expense) | $ | 162,897 | $ | 38,101 | $ | 104,545 | $ | (39,546 | ) | $ | 265,997 | |||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 2,443 | |||||||||||||||||||
| Interest expense | (32,571 | ) | ||||||||||||||||||
| Income from unconsolidated affiliates | 48 | |||||||||||||||||||
| Foreign currency exchange loss, net | 20,300 | |||||||||||||||||||
| Other gains, net | 118 | |||||||||||||||||||
| Total other expense, net | (9,662 | ) | ||||||||||||||||||
| Income before income taxes | $ | 256,335 | ||||||||||||||||||
| Segment assets as of December 31, 2017 | $ | 1,040,135 | $ | 695,990 | $ | 1,255,765 | $ | 148,139 | $ | 3,140,029 | ||||||||||
| Property and equipment, net as of December 31, 2017 | $ | 196,451 | $ | 28,135 | $ | 43,564 | $ | 153 | $ | 268,303 | ||||||||||
| 107 |
Total revenues for the years ended December 31, 2020, 2019, 2018 and 2017,2018, and property and equipment and total assets as of December 31, 20192020 and 2018,2019, summarized by geographic location, were as follows:
| Revenues | Property and Equipment, net | Total Assets | ||||||||||||||||||||||||||
| For the year ended December 31, | as of December 31, | as of December 31, | ||||||||||||||||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||||
| United States | $ | 716,576 | $ | 721,977 | $ | 572,383 | $ | 49,904 | $ | 29,499 | $ | 717,894 | $ | 493,428 | ||||||||||||||
| Germany | 518,146 | 476,122 | 495,778 | 35,824 | 25,302 | 660,730 | 508,062 | |||||||||||||||||||||
| Spain | 189,104 | 155,619 | 115,473 | 55,240 | 39,238 | 371,882 | 198,082 | |||||||||||||||||||||
| United Kingdom | 135,006 | 133,132 | 136,977 | 22,420 | 20,525 | 520,549 | 519,918 | |||||||||||||||||||||
| Italy | 130,929 | 103,691 | 89,276 | 20,663 | 15,238 | 210,910 | 157,314 | |||||||||||||||||||||
| Poland | 130,104 | 126,513 | 128,672 | 42,916 | 50,359 | 222,582 | 155,821 | |||||||||||||||||||||
| India | 113,146 | 92,468 | 82,389 | 27,281 | 19,554 | 163,125 | 89,923 | |||||||||||||||||||||
| France | 94,352 | 75,466 | 56,027 | 1,508 | 1,037 | 96,636 | 76,687 | |||||||||||||||||||||
| Greece | 79,716 | 71,007 | 71,197 | 11,753 | 11,267 | 111,339 | 58,419 | |||||||||||||||||||||
| Malaysia | 74,948 | 76,380 | 56,287 | 2,629 | 2,802 | 114,796 | 103,043 | |||||||||||||||||||||
| Australia | 51,686 | 58,039 | 77,777 | 1,992 | 2,051 | 62,844 | 61,215 | |||||||||||||||||||||
| New Zealand | 47,611 | 48,881 | 47,091 | 3,137 | 2,718 | 237,076 | 196,869 | |||||||||||||||||||||
| Other | 468,785 | 397,334 | 323,095 | 84,713 | 72,279 | 1,167,303 | 702,374 | |||||||||||||||||||||
| Total foreign | 2,033,533 | 1,814,652 | 1,680,039 | 310,076 | 262,370 | 3,939,772 | 2,827,727 | |||||||||||||||||||||
| Total | $ | 2,750,109 | $ | 2,536,629 | $ | 2,252,422 | $ | 359,980 | $ | 291,869 | $ | 4,657,666 | $ | 3,321,155 | ||||||||||||||
|
| Revenues |
| Property and Equipment, net |
| Total Assets | ||||||||||||||||||||||
|
| For the year ended December 31, |
| as of December 31, |
| as of December 31, | ||||||||||||||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| 2020 |
| 2019 |
| 2020 |
| 2019 | ||||||||||||||
United States |
| $ | 725,135 |
|
| $ | 716,576 |
|
| $ | 721,977 |
|
| $ | 55,573 |
|
| $ | 49,904 |
|
| $ | 1,255,983 |
|
| $ | 717,894 |
|
Germany |
| 533,999 |
|
| 518,146 |
|
| 476,122 |
|
| 38,808 |
|
| 35,824 |
|
| 797,627 |
|
| 660,730 |
| |||||||
Spain |
| 118,934 |
|
| 189,104 |
|
| 155,619 |
|
| 61,563 |
|
| 55,240 |
|
| 291,254 |
|
| 371,882 |
| |||||||
United Kingdom |
| 118,024 |
|
| 135,006 |
|
| 133,132 |
|
| 20,150 |
|
| 22,420 |
|
| 402,587 |
|
| 520,549 |
| |||||||
Italy |
| 92,006 |
|
| 130,929 |
|
| 103,691 |
|
| 21,225 |
|
| 20,663 |
|
| 231,548 |
|
| 210,910 |
| |||||||
Poland |
| 89,688 |
|
| 130,104 |
|
| 126,513 |
|
| 33,087 |
|
| 42,916 |
|
| 206,016 |
|
| 222,582 |
| |||||||
India |
| 123,343 |
|
| 113,146 |
|
| 92,468 |
|
| 26,126 |
|
| 27,281 |
|
| 182,073 |
|
| 163,125 |
| |||||||
France |
| 119,265 |
|
| 94,352 |
|
| 75,466 |
|
| 2,731 |
|
| 1,508 |
|
| 112,335 |
|
| 96,636 |
| |||||||
Greece |
| 39,705 |
|
| 79,716 |
|
| 71,007 |
|
| 13,252 |
|
| 11,753 |
|
| 78,439 |
|
| 111,339 |
| |||||||
Malaysia |
| 73,541 |
|
| 74,948 |
|
| 76,380 |
|
| 2,319 |
|
| 2,629 |
|
| 115,448 |
|
| 114,796 |
| |||||||
Australia |
| 46,062 |
|
| 51,686 |
|
| 58,039 |
|
| 1,575 |
|
| 1,992 |
|
| 68,577 |
|
| 62,844 |
| |||||||
New Zealand |
| 47,368 |
|
| 47,611 |
|
| 48,881 |
|
| 3,772 |
|
| 3,137 |
|
| 254,580 |
|
| 237,076 |
| |||||||
Other |
| 355,630 |
|
| 468,785 |
|
| 397,334 |
|
| 98,260 |
|
| 84,713 |
|
| 930,244 |
|
| 1,167,303 |
| |||||||
Total foreign |
| 1,757,565 |
|
| 2,033,533 |
|
| 1,814,652 |
|
| 322,868 |
|
| 310,076 |
|
| 3,670,728 |
|
| 3,939,772 |
| |||||||
Total |
| $ | 2,482,700 |
|
| $ | 2,750,109 |
|
| $ | 2,536,629 |
|
| $ | 378,441 |
|
| $ | 359,980 |
|
| $ | 4,926,711 |
|
| $ | 4,657,666 |
|
Revenues are attributed to countries based on location of the customer, with the exception of software sales made by the Company's software subsidiary, which are attributed to the U.S.
Concentrations of credit risk
The Company's credit risk primarily relates to trade accounts receivable and cash and cash equivalents. The EFT Processing Segment's customer base includes the most significant international card organizations and certain banks in its markets. The epay Segment's customer base is diverse and includes several major retailers and/or distributors in markets that they operate. The Money Transfer Segment trade accounts receivable are primarily due from independent agents that collect cash from customers on the Company's behalf and generally remit the cash within one week. The Company performs ongoing evaluations of its customers' financial condition and limits the amount of credit extended, or purchases credit enhancement protection, when deemed necessary, but generally requires no collateral. See Note 14,15, Valuation and Qualifying Accounts, for further disclosure.
The Company invests excess cash not required for use in operations primarily in high credit quality, short-term duration securities that the Company believes bear minimal risk.
| 108 |
Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’sentity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
The following table details financial assets measured and recorded at fair value on a recurring basis:
|
|
| As of December 31, 2020 | |||||||||||||||
(in thousands) | Balance Sheet Classification |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||||||
Assets |
|
|
|
|
|
|
|
|
| |||||||||
Foreign currency exchange contracts | Other current assets |
| $ | 0— |
|
| $ | 80,879 |
|
| $ | 0— |
|
| $ | 80,879 |
| |
Liabilities |
|
|
|
|
|
|
|
|
| |||||||||
Foreign currency exchange contracts | Other current liabilities |
| $ | 0— |
| $ | (65,905) |
| $ | 0— |
| $ | (65,905) | |||||
| ||||||||||||||||||
|
|
| As of December 31, 2019 | |||||||||||||||
(in thousands) | Balance Sheet Classification |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||||||
Assets |
|
|
|
|
|
|
|
|
| |||||||||
Foreign currency exchange contracts | Other current assets |
| $ | 0— |
|
| $ | 54,765 |
|
| $ | 0— |
|
| $ | 54,765 |
| |
Liabilities |
|
|
|
|
|
|
|
|
| |||||||||
Foreign currency exchange contracts | Other current liabilities |
| $ | 0— |
| $ | (41,935 | ) |
| $ | 0— |
| $ | (41,935 | ) | |||
| As of December 31, 2019 | |||||||||||||||||
| (in thousands) | Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | |||||||||||||||||
| Foreign currency exchange contracts | Other current assets | $ | — | $ | 54,765 | $ | — | $ | 54,765 | ||||||||
| Liabilities | |||||||||||||||||
| Foreign currency exchange contracts | Other current liabilities | $ | — | (41,935 | ) | $ | — | $ | (41,935 | ) | |||||||
| As of December 31, 2018 | |||||||||||||||||
| (in thousands) | Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | |||||||||||||||||
| Foreign currency exchange contracts | Other current assets | $ | — | $ | 44,637 | $ | — | $ | 44,637 | ||||||||
| Liabilities | |||||||||||||||||
| Foreign currency exchange contracts | Other current liabilities | $ | — | $ | (36,102 | ) | $ | — | $ | (36,102 | ) | ||||||
The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt obligations approximate fair values due to their short maturities. The carrying values of the Company’sCompany's revolving credit agreements approximate fair values because interest is based on LIBOR that resets at various intervals of less than one year. The Company estimates the fair value of the Convertible Notes and Senior Notes using quoted prices in inactive markets for identical liabilities (Level 2). As of December 31, 20192020 , the fair values of the Convertible Notes and Senior Notes were $569.4$667.4 million and $668.2$728.7 million, respectively, with carrying values of $437$452.2 million and $673.4$732.8 million, respectively.
From time to time, the Company is a party to legal and regulatory proceedings arising in the ordinary course of its business. Currently, there are no legal proceedings or regulatory findings that management believes, either individually or in the aggregate, would have a material adverse effect upon the consolidated financial statementsConsolidated Financial Statements of the Company. In accordance with U.S. GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.
Under certain circumstances, the Company grants guarantees in support of obligations of subsidiaries. As of December 31, 2019,2020, the Company granted off balance sheet guarantees for cash in various ATM networks amounting to $12.5$13.1 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $49.6$48.3 million over the terms of the agreements with the customers.
From time to time, the Company enters into agreements with commercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. The amount of such potential obligations is generally not stated in the agreements. Euronet's liability under such indemnification provisions may be mitigated by relevant insurance coverage and may be subject to time and materiality limitations, monetary caps and other conditions and defenses. Such indemnification obligations include the following:
• | In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for damage to ATMs and theft of ATM network cash that, generally, is not recorded on the Company's Consolidated Balance Sheets. As of December 31, 2020, the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $616.3 million. The Company maintains insurance policies to mitigate this exposure; |
• | In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for losses suffered by its customers and other parties as a result of the breach of its computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through its processing systems. The Company maintains insurance policies to mitigate this exposure; |
• | In connection with the license of proprietary systems to customers, the Company provides certain warranties and infringement indemnities to the licensee, which generally warrant that such systems do not infringe on intellectual property owned by third parties and that the systems will perform in accordance with their specifications; |
• | Euronet has entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which the Company has agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from the Company's use of the vendor's product or the services of the vendor or consultant; |
| 110 |
• | In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, the Company has entered into agreements containing indemnification provisions, which can be generally described as follows: (i) in connection with acquisitions of operating units or assets made by Euronet, the Company has agreed to indemnify the seller against third party claims made against the seller relating to the operating unit or asset and arising after the closing of the transaction, and (ii) in connection with dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages incurred by the buyer due to the buyer's reliance on representations and warranties relating to the subject subsidiary, operating unit or business assets in the disposition agreement if such representations or warranties were untrue when made; and |
• | Euronet has entered into agreements with certain third parties, including banks that provide fiduciary and other services to Euronet or to the Company's benefit plans. Under such agreements, the Company has agreed to indemnify such service providers for third-party claims relating to carrying out their respective duties under such agreements. |
The Company is also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transfer operations. The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.
To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of December 31, 20192020 or 2018.2019.
The Company leases an airplane from a company owned by Mr. Michael J. Brown, Euronet's Chief Executive Officer, President and Chairman of the Board of Directors. The airplane is leased for business use on a per flight hour basis at competitive commercial rates with no minimum usage requirement. Euronet incurred expenses of $0.3$0.1 million, $0.3 million and $0.4$0.3 million during the years ended December 31, 2020, 2019 2018and 2017,2018, respectively, for the use of this airplane.
| 111 |
| (in thousands, except per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
For the Year Ended December 31, 2019 | ||||||||||||||||
| Revenues | $ | 577,509 | $ | 691,867 | $ | 786,986 | $ | 693,747 | ||||||||
| Operating income | $ | 56,094 | $ | 117,897 | $ | 193,990 | $ | 107,213 | ||||||||
| Net income | $ | 34,579 | $ | 68,005 | $ | 137,541 | $ | 106,570 | ||||||||
| Net income attributable to Euronet Worldwide, Inc. | $ | 34,543 | $ | 68,153 | $ | 137,607 | $ | 106,446 | ||||||||
| Earnings per common share: | ||||||||||||||||
| Basic | $ | 0.67 | $ | 1.28 | $ | 2.53 | $ | 1.96 | ||||||||
| Diluted | $ | 0.62 | $ | 1.25 | $ | 2.46 | $ | 1.91 | ||||||||
| For the Year Ended December 31, 2020 | ||||||||||||||||
| Revenues | $ | 583,907 | $ | 527,803 | $ | 664,351 | $ | 706,639 | ||||||||
| Operating income (loss) | $ | 31,602 | $ | (101,271 | ) | $ | 66,072 | $ | 50,219 | |||||||
| Net income (loss) | $ | 1,720 | $ | (115,733 | ) | $ | 40,315 | $ | 70,394 | |||||||
| Net income (loss) attributable to Euronet Worldwide, Inc. | $ | 1,921 | $ | (115,804 | ) | $ | 40,249 | $ | 70,235 | |||||||
| Earnings (loss) per common share: | ||||||||||||||||
| Basic | $ | 0.04 | $ | (2.22 | ) | $ | 0.77 | $ | 1.34 | |||||||
| Diluted | $ | 0.04 | $ | (2.22 | ) | $ | 0.76 | $ | 1.31 | |||||||
| (in thousands, except per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
| For the Year Ended December 31, 2018 | ||||||||||||||||
| Revenues | $ | 550,515 | $ | 622,224 | $ | 714,505 | $ | 649,385 | ||||||||
| Operating income | $ | 45,472 | $ | 90,369 | $ | 150,913 | $ | 71,160 | ||||||||
| Net income (loss) | $ | 26,344 | $ | 43,636 | $ | 102,257 | $ | 59,894 | ||||||||
| Net income (loss) attributable to Euronet Worldwide, Inc. | $ | 26,413 | $ | 43,724 | $ | 102,723 | $ | 59,991 | ||||||||
| Earnings (loss) per common share: | ||||||||||||||||
| Basic | $ | 0.51 | $ | 0.85 | $ | 2.01 | $ | 1.16 | ||||||||
| Diluted | $ | 0.49 | $ | 0.82 | $ | 1.89 | $ | 1.10 | ||||||||
| For the Year Ended December 31, 2019 | ||||||||||||||||
| Revenues | $ | 577,509 | $ | 691,867 | $ | 786,986 | $ | 693,747 | ||||||||
| Operating income | $ | 56,094 | $ | 117,897 | $ | 193,990 | $ | 107,213 | ||||||||
| Net income | $ | 34,579 | $ | 68,005 | $ | 137,541 | $ | 106,570 | ||||||||
| Net income attributable to Euronet Worldwide, Inc. | $ | 34,543 | $ | 68,153 | $ | 137,607 | $ | 106,446 | ||||||||
| Earnings per common share: | ||||||||||||||||
| Basic | $ | 0.67 | $ | 1.28 | $ | 2.53 | $ | 1.96 | ||||||||
| Diluted | $ | 0.62 | $ | 1.25 | $ | 2.46 | $ | 1.91 | ||||||||
| /s/ Michael J. Brown | |
| Michael J. Brown | |
| Chief Executive Officer | |
| /s/ Rick L. Weller | |
| Rick L. Weller | |
| Chief Financial Officer and Chief Accounting Officer | |
| 113 |
| 114 |
| (a) | List of Documents Filed as Part of this Report. |
| Exhibit | Description | |
| 3.1 | ||
| 3.2 | ||
| 3.3 | ||
| 3.4 | ||
| 4.1 | ||
| 4.2 | ||
| 4.3 | ||
| 4.4 | ||
| 4.5 | ||
| 4.6 | ||
| 10.1 | ||
| 10.2 | ||
| 10.3 | ||
| 10.4 | ||
| 10.5 | ||
| 10.7 | ||
| 10.8 | ||
| 10.9 | ||
| 10.10 | ||
| 10.13 | ||
| 10.14 | ||
| 10.15 | ||
| 10.16 | ||
| 10.17 | ||
| 10.18 | ||
| 21.1 | ||
| 23.1 | ||
| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 | ||
| 101 | The following materials from Euronet Worldwide, Inc.’s Annual Report on Form 10-K for the year ended December 31, | |
| 104 | Cover Page Interactive Data File (contained in Exhibit 101) | |
| (1) | Filed herewith. |
| (3) | Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-K. |
| 117 |
| /s/ Michael J. Brown | ||||
| Michael J. Brown | ||||
| Chairman of the Board of Directors, Chief Executive | ||||
| Officer, President and Director (principal executive officer) | ||||
| Signature | Title |
/s/ Michael J. Brown Michael J. Brown February | Chairman of the Board of Directors, Chief Executive Officer, President and Director (principal executive officer) |
/s/ Rick L. Weller Rick L. Weller February | Chief Financial Officer and Chief Accounting Officer (principal financial officer and principal accounting officer) |
/s/ Paul S. Althasen Paul S. Althasen February | Director |
/s/ Andrzej Olechowski Andrzej Olechowski February | Director |
/s/ February | Director |
/s/ Thomas A. McDonnell Thomas A. McDonnell February | Director |
/s/ Andrew B. Schmitt Andrew B. Schmitt February | Director |
/s/ M. Jeannine Strandjord M. Jeannine Strandjord February | Director |
/s/ Mark R. Callegari Mark R. Callegari February | Director |
| 118 |