UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☑ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20212022
OR
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☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
| | | | | | | | |
Georgia | | 58-2567903 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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3550 Lenox Road, Atlanta, Georgia | | 30326 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 829-8000
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Securities registered pursuant to Section 12(b) of the Act |
Title of each class | Trading symbol | Name of exchange on which registered |
Common stock, no par value | GPN | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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) has been subject to such filing requirements for the past 90 days. Yes ☑ 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 ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the issuer’s common stock, no par value, outstanding as of October 29, 2021July 28, 2022 was 290,151,001277,162,888.
GLOBAL PAYMENTS INC.
FORM 10-Q
For the quarterly period ended SeptemberJune 30, 20212022
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
ITEM 1. | | | |
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ITEM 2. | | | |
ITEM 3. | | | |
ITEM 4. | | | |
PART II - OTHER INFORMATION |
ITEM 1. | | | |
ITEM 1A. | | | |
ITEM 2. | | | |
ITEM 6. | | | |
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PART I - FINANCIAL INFORMATION
ITEM 1—FINANCIAL STATEMENTS
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| | | Three Months Ended | | Three Months Ended |
| | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 |
| Revenues | Revenues | $ | 2,202,337 | | | $ | 1,917,815 | | Revenues | $ | 2,280,906 | | | $ | 2,137,437 | |
Operating expenses: | Operating expenses: | | Operating expenses: | |
Cost of service | Cost of service | 944,172 | | | 900,921 | | Cost of service | 962,299 | | | 936,310 | |
Selling, general and administrative | Selling, general and administrative | 858,082 | | | 726,475 | | Selling, general and administrative | 863,179 | | | 838,569 | |
Impairment of goodwill | | Impairment of goodwill | 833,075 | | | — | |
Loss on business dispositions | | Loss on business dispositions | 152,211 | | | — | |
| | 1,802,254 | | | 1,627,396 | | | 2,810,764 | | | 1,774,879 | |
Operating income | 400,083 | | | 290,419 | | |
Operating (loss) income | | Operating (loss) income | (529,858) | | | 362,558 | |
| Interest and other income | Interest and other income | 6,320 | | | 29,983 | | Interest and other income | 2,956 | | | 5,455 | |
Interest and other expense | Interest and other expense | (82,187) | | | (82,976) | | Interest and other expense | (99,188) | | | (80,556) | |
| | (75,867) | | | (52,993) | | | (96,232) | | | (75,101) | |
Income before income taxes and equity in income of equity method investments | 324,216 | | | 237,426 | | |
(Loss) income before income taxes and equity in income of equity method investments | | (Loss) income before income taxes and equity in income of equity method investments | (626,090) | | | 287,457 | |
Income tax expense | Income tax expense | 50,117 | | | 42,834 | | Income tax expense | 52,776 | | | 60,808 | |
Income before equity in income of equity method investments | 274,099 | | | 194,592 | | |
(Loss) income before equity in income of equity method investments | | (Loss) income before equity in income of equity method investments | (678,866) | | | 226,649 | |
Equity in income of equity method investments, net of tax | Equity in income of equity method investments, net of tax | 31,364 | | | 35,638 | | Equity in income of equity method investments, net of tax | 13,815 | | | 40,164 | |
Net income | 305,463 | | | 230,230 | | |
Net (loss) income | | Net (loss) income | (665,051) | | | 266,813 | |
Net income attributable to noncontrolling interests, net of tax | Net income attributable to noncontrolling interests, net of tax | (8,727) | | | (9,259) | | Net income attributable to noncontrolling interests, net of tax | (7,948) | | | (3,223) | |
Net income attributable to Global Payments | $ | 296,736 | | | $ | 220,971 | | |
Net (loss) income attributable to Global Payments | | Net (loss) income attributable to Global Payments | $ | (672,999) | | | $ | 263,590 | |
| Earnings per share attributable to Global Payments: | | |
Basic earnings per share | $ | 1.02 | | | $ | 0.74 | | |
Diluted earnings per share | $ | 1.01 | | | $ | 0.74 | | |
(Loss) earnings per share attributable to Global Payments: | | (Loss) earnings per share attributable to Global Payments: | |
Basic (loss) earnings per share | | Basic (loss) earnings per share | $ | (2.42) | | | $ | 0.89 | |
Diluted (loss) earnings per share | | Diluted (loss) earnings per share | $ | (2.42) | | | $ | 0.89 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| | | Nine Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 |
| Revenues | Revenues | $ | 6,329,781 | | | $ | 5,493,365 | | Revenues | $ | 4,437,160 | | | $ | 4,127,444 | |
Operating expenses: | Operating expenses: | | Operating expenses: | |
Cost of service | Cost of service | 2,805,728 | | | 2,728,532 | | Cost of service | 1,919,457 | | | 1,861,556 | |
Selling, general and administrative | Selling, general and administrative | 2,486,153 | | | 2,122,862 | | Selling, general and administrative | 1,686,328 | | | 1,628,071 | |
Impairment of goodwill | | Impairment of goodwill | 833,075 | | | — | |
Loss on business dispositions | | Loss on business dispositions | 152,211 | | | — | |
| | 5,291,881 | | | 4,851,394 | | | 4,591,071 | | | 3,489,627 | |
Operating income | 1,037,900 | | | 641,971 | | |
Operating (loss) income | | Operating (loss) income | (153,911) | | | 637,817 | |
| Interest and other income | Interest and other income | 16,009 | | | 35,277 | | Interest and other income | 4,667 | | | 9,689 | |
Interest and other expense | Interest and other expense | (245,884) | | | (258,475) | | Interest and other expense | (192,471) | | | (163,697) | |
| | (229,875) | | | (223,198) | | | (187,804) | | | (154,008) | |
Income before income taxes and equity in income of equity method investments | 808,025 | | | 418,773 | | |
(Loss) income before income taxes and equity in income of equity method investments | | (Loss) income before income taxes and equity in income of equity method investments | (341,715) | | | 483,809 | |
Income tax expense | Income tax expense | 131,600 | | | 59,173 | | Income tax expense | 104,994 | | | 81,483 | |
Income before equity in income of equity method investments | 676,425 | | | 359,600 | | |
(Loss) income before equity in income of equity method investments | | (Loss) income before equity in income of equity method investments | (446,709) | | | 402,326 | |
Equity in income of equity method investments, net of tax | Equity in income of equity method investments, net of tax | 94,261 | | | 60,682 | | Equity in income of equity method investments, net of tax | 31,294 | | | 62,897 | |
Net income | 770,686 | | | 420,282 | | |
Net (loss) income | | Net (loss) income | (415,415) | | | 465,223 | |
Net income attributable to noncontrolling interests, net of tax | Net income attributable to noncontrolling interests, net of tax | (13,679) | | | (18,406) | | Net income attributable to noncontrolling interests, net of tax | (12,851) | | | (4,952) | |
Net income attributable to Global Payments | $ | 757,007 | | | $ | 401,876 | | |
Net (loss) income attributable to Global Payments | | Net (loss) income attributable to Global Payments | $ | (428,266) | | | $ | 460,271 | |
| Earnings per share attributable to Global Payments: | | |
Basic earnings per share | $ | 2.57 | | | $ | 1.34 | | |
Diluted earnings per share | $ | 2.56 | | | $ | 1.34 | | |
(Loss) earnings per share attributable to Global Payments: | | (Loss) earnings per share attributable to Global Payments: | |
Basic (loss) earnings per share | | Basic (loss) earnings per share | $ | (1.53) | | | $ | 1.56 | |
Diluted (loss) earnings per share | | Diluted (loss) earnings per share | $ | (1.53) | | | $ | 1.55 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| | | Three Months Ended | | Three Months Ended |
| | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 |
| Net income | $ | 305,463 | | | $ | 230,230 | | |
Net (loss) income | | Net (loss) income | $ | (665,051) | | | $ | 266,813 | |
Other comprehensive income (loss): | Other comprehensive income (loss): | | Other comprehensive income (loss): | |
Foreign currency translation adjustments | Foreign currency translation adjustments | (79,532) | | | 110,809 | | Foreign currency translation adjustments | (210,882) | | | 32,671 | |
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity | | Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity | 62,925 | | | — | |
Income tax benefit related to foreign currency translation adjustments | Income tax benefit related to foreign currency translation adjustments | 447 | | | — | | Income tax benefit related to foreign currency translation adjustments | 963 | | | 4,242 | |
Net unrealized (losses) gains on hedging activities | (646) | | | 194 | | |
Net unrealized gains (losses) on hedging activities | | Net unrealized gains (losses) on hedging activities | 5,051 | | | (410) | |
Reclassification of net unrealized losses on hedging activities to interest expense | Reclassification of net unrealized losses on hedging activities to interest expense | 9,788 | | | 11,133 | | Reclassification of net unrealized losses on hedging activities to interest expense | 7,534 | | | 9,662 | |
Income tax expense related to hedging activities | Income tax expense related to hedging activities | (2,208) | | | (2,612) | | Income tax expense related to hedging activities | (3,052) | | | (2,225) | |
Other, net of tax | Other, net of tax | (2,209) | | | (3,531) | | Other, net of tax | — | | | (1,549) | |
Other comprehensive (loss) income | Other comprehensive (loss) income | (74,360) | | | 115,993 | | Other comprehensive (loss) income | (137,461) | | | 42,391 | |
| Comprehensive income | 231,103 | | | 346,223 | | |
Comprehensive income attributable to noncontrolling interests | (4,625) | | | (18,010) | | |
Comprehensive income attributable to Global Payments | $ | 226,478 | | | $ | 328,213 | | |
Comprehensive (loss) income | | Comprehensive (loss) income | (802,512) | | | 309,204 | |
Comprehensive loss (income) attributable to noncontrolling interests | | Comprehensive loss (income) attributable to noncontrolling interests | 5,540 | | | (5,948) | |
Comprehensive (loss) income attributable to Global Payments | | Comprehensive (loss) income attributable to Global Payments | $ | (796,972) | | | $ | 303,256 | |
| | | | | | | | | | | |
| Nine Months Ended |
| September 30, 2021 | | September 30, 2020 |
| | | |
Net income | $ | 770,686 | | | $ | 420,282 | |
Other comprehensive income (loss): | | | |
Foreign currency translation adjustments | (80,427) | | | (10,844) | |
Income tax benefit related to foreign currency translation adjustments | 5,438 | | | 1,160 | |
Net unrealized losses on hedging activities | (62) | | | (53,332) | |
Reclassification of net unrealized losses on hedging activities to interest expense | 30,288 | | | 25,786 | |
Income tax (expense) benefit related to hedging activities | (7,297) | | | 6,677 | |
Other, net of tax | 4,017 | | | (3,288) | |
Other comprehensive loss | (48,043) | | | (33,841) | |
| | | |
Comprehensive income | 722,643 | | | 386,441 | |
Comprehensive income attributable to noncontrolling interests | (6,328) | | | (25,898) | |
Comprehensive income attributable to Global Payments | $ | 716,315 | | | $ | 360,543 | |
| | | | | | | | | | | |
| Six Months Ended |
| June 30, 2022 | | June 30, 2021 |
| | | |
Net (loss) income | $ | (415,415) | | | $ | 465,223 | |
Other comprehensive income (loss): | | | |
Foreign currency translation adjustments | (243,843) | | | (895) | |
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity | 62,925 | | | — | |
Income tax benefit related to foreign currency translation adjustments | 1,634 | | | 4,991 | |
Net unrealized gains on hedging activities | 13,985 | | | 584 | |
Reclassification of net unrealized losses on hedging activities to interest expense | 16,979 | | | 20,500 | |
Income tax expense related to hedging activities | (7,508) | | | (5,089) | |
Other, net of tax | — | | | 6,226 | |
Other comprehensive (loss) income | (155,828) | | | 26,317 | |
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Comprehensive (loss) income | (571,243) | | | 491,540 | |
Comprehensive loss (income) attributable to noncontrolling interests | 5,981 | | | (1,703) | |
Comprehensive (loss) income attributable to Global Payments | $ | (565,262) | | | $ | 489,837 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
| | (Unaudited) | | | | (Unaudited) | | |
ASSETS | ASSETS | | | | ASSETS | | | |
Current assets: | Current assets: | | | | Current assets: | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 2,347,732 | | | $ | 1,945,868 | | Cash and cash equivalents | $ | 1,933,309 | | | $ | 1,979,308 | |
Accounts receivable, net | Accounts receivable, net | 904,142 | | | 794,172 | | Accounts receivable, net | 989,172 | | | 946,247 | |
Settlement processing assets | Settlement processing assets | 1,912,421 | | | 1,230,853 | | Settlement processing assets | 1,544,124 | | | 1,143,539 | |
Current assets held for sale | | Current assets held for sale | 65,998 | | | 4,779 | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets | 628,042 | | | 621,467 | | Prepaid expenses and other current assets | 684,393 | | | 637,112 | |
Total current assets | Total current assets | 5,792,337 | | | 4,592,360 | | Total current assets | 5,216,996 | | | 4,710,985 | |
Goodwill | Goodwill | 24,344,275 | | | 23,871,451 | | Goodwill | 23,496,495 | | | 24,813,274 | |
Other intangible assets, net | Other intangible assets, net | 11,529,826 | | | 12,015,883 | | Other intangible assets, net | 10,272,685 | | | 11,633,709 | |
Property and equipment, net | Property and equipment, net | 1,667,287 | | | 1,578,532 | | Property and equipment, net | 1,689,292 | | | 1,687,586 | |
Deferred income taxes | Deferred income taxes | 8,480 | | | 7,627 | | Deferred income taxes | 30,564 | | | 12,117 | |
Noncurrent assets held for sale | | Noncurrent assets held for sale | 1,087,411 | | | — | |
Other noncurrent assets | Other noncurrent assets | 2,412,270 | | | 2,135,692 | | Other noncurrent assets | 2,382,381 | | | 2,422,042 | |
Total assets | Total assets | $ | 45,754,475 | | | $ | 44,201,545 | | Total assets | $ | 44,175,824 | | | $ | 45,279,713 | |
LIABILITIES AND EQUITY | LIABILITIES AND EQUITY | | | | LIABILITIES AND EQUITY | | | |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Settlement lines of credit | Settlement lines of credit | $ | 588,347 | | | $ | 358,698 | | Settlement lines of credit | $ | 469,540 | | | $ | 484,202 | |
Current portion of long-term debt | Current portion of long-term debt | 39,148 | | | 827,357 | | Current portion of long-term debt | 1,279,743 | | | 78,505 | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | 2,387,972 | | | 2,061,384 | | Accounts payable and accrued liabilities | 2,338,867 | | | 2,542,256 | |
Settlement processing obligations | Settlement processing obligations | 2,018,840 | | | 1,301,652 | | Settlement processing obligations | 1,799,689 | | | 1,358,051 | |
Current liabilities held for sale | | Current liabilities held for sale | 93,966 | | | — | |
Total current liabilities | Total current liabilities | 5,034,307 | | | 4,549,091 | | Total current liabilities | 5,981,805 | | | 4,463,014 | |
Long-term debt | Long-term debt | 10,709,791 | | | 8,466,407 | | Long-term debt | 10,883,721 | | | 11,414,809 | |
Deferred income taxes | Deferred income taxes | 2,831,349 | | | 2,948,390 | | Deferred income taxes | 2,626,096 | | | 2,793,427 | |
Noncurrent liabilities held for sale | | Noncurrent liabilities held for sale | 4,670 | | | — | |
Other noncurrent liabilities | Other noncurrent liabilities | 824,679 | | | 750,613 | | Other noncurrent liabilities | 703,005 | | | 739,046 | |
Total liabilities | Total liabilities | 19,400,126 | | | 16,714,501 | | Total liabilities | 20,199,297 | | | 19,410,296 | |
Commitments and contingencies | Commitments and contingencies | 0 | | 0 | Commitments and contingencies | 0 | | 0 |
Equity: | Equity: | | Equity: | |
Preferred stock, no par value; 5,000,000 shares authorized and none issued | Preferred stock, no par value; 5,000,000 shares authorized and none issued | — | | | — | | Preferred stock, no par value; 5,000,000 shares authorized and none issued | — | | | — | |
Common stock, no par value; 400,000,000 shares authorized at September 30, 2021 and December 31, 2020; 290,086,635 issued and outstanding at September 30, 2021 and 298,332,459 issued and outstanding at December 31, 2020 | — | | | — | | |
Common stock, no par value; 400,000,000 shares authorized at June 30, 2022 and December 31, 2021; 277,032,813 issued and outstanding at June 30, 2022 and 284,750,452 issued and outstanding at December 31, 2021 | | Common stock, no par value; 400,000,000 shares authorized at June 30, 2022 and December 31, 2021; 277,032,813 issued and outstanding at June 30, 2022 and 284,750,452 issued and outstanding at December 31, 2021 | — | | | — | |
Paid-in capital | Paid-in capital | 23,544,800 | | | 24,963,769 | | Paid-in capital | 21,800,574 | | | 22,880,261 | |
Retained earnings | Retained earnings | 2,845,192 | | | 2,570,874 | | Retained earnings | 2,326,259 | | | 2,982,122 | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss | (242,965) | | | (202,273) | | Accumulated other comprehensive loss | (371,178) | | | (234,182) | |
Total Global Payments shareholders’ equity | Total Global Payments shareholders’ equity | 26,147,027 | | | 27,332,370 | | Total Global Payments shareholders’ equity | 23,755,655 | | | 25,628,201 | |
Noncontrolling interests | Noncontrolling interests | 207,322 | | | 154,674 | | Noncontrolling interests | 220,872 | | | 241,216 | |
Total equity | Total equity | 26,354,349 | | | 27,487,044 | | Total equity | 23,976,527 | | | 25,869,417 | |
Total liabilities and equity | Total liabilities and equity | $ | 45,754,475 | | | $ | 44,201,545 | | Total liabilities and equity | $ | 44,175,824 | | | $ | 45,279,713 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | Nine Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net income | $ | 770,686 | | | $ | 420,282 | | |
Net (loss) income | | Net (loss) income | $ | (415,415) | | | $ | 465,223 | |
Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
Depreciation and amortization of property and equipment | Depreciation and amortization of property and equipment | 292,230 | | | 265,738 | | Depreciation and amortization of property and equipment | 199,875 | | | 193,574 | |
Amortization of acquired intangibles | Amortization of acquired intangibles | 973,948 | | | 941,654 | | Amortization of acquired intangibles | 656,373 | | | 654,042 | |
Amortization of capitalized contract costs | Amortization of capitalized contract costs | 68,112 | | | 57,888 | | Amortization of capitalized contract costs | 53,113 | | | 43,975 | |
Share-based compensation expense | Share-based compensation expense | 146,097 | | | 105,081 | | Share-based compensation expense | 85,414 | | | 80,490 | |
Provision for operating losses and credit losses | Provision for operating losses and credit losses | 73,286 | | | 98,967 | | Provision for operating losses and credit losses | 57,929 | | | 50,802 | |
Noncash lease expense | Noncash lease expense | 80,371 | | | 73,493 | | Noncash lease expense | 43,036 | | | 54,533 | |
Deferred income taxes | Deferred income taxes | (136,004) | | | (118,466) | | Deferred income taxes | (180,001) | | | (91,177) | |
Equity in income of equity investments, net of tax | (94,261) | | | (60,682) | | |
Equity in income of equity method investments, net of tax | | Equity in income of equity method investments, net of tax | (31,294) | | | (62,897) | |
Distribution received on investments | | Distribution received on investments | 8,212 | | | 20,305 | |
Impairment of goodwill | | Impairment of goodwill | 833,075 | | | — | |
Loss on business dispositions | | Loss on business dispositions | 152,211 | | | — | |
Other, net | Other, net | 19,967 | | | (13,584) | | Other, net | 9,361 | | | (6,340) | |
Changes in operating assets and liabilities, net of the effects of business combinations: | Changes in operating assets and liabilities, net of the effects of business combinations: | | Changes in operating assets and liabilities, net of the effects of business combinations: | |
Accounts receivable | Accounts receivable | (123,370) | | | 23,352 | | Accounts receivable | (80,580) | | | (91,580) | |
Settlement processing assets and obligations, net | Settlement processing assets and obligations, net | 28,242 | | | 155,385 | | Settlement processing assets and obligations, net | 69,595 | | | 25,312 | |
Prepaid expenses and other assets | Prepaid expenses and other assets | (185,973) | | | (240,804) | | Prepaid expenses and other assets | (191,652) | | | (151,353) | |
Accounts payable and other liabilities | Accounts payable and other liabilities | 114,279 | | | (163,544) | | Accounts payable and other liabilities | (71,119) | | | (75,268) | |
Net cash provided by operating activities | Net cash provided by operating activities | 2,027,610 | | | 1,544,760 | | Net cash provided by operating activities | 1,198,133 | | | 1,109,641 | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | Cash flows from investing activities: | | | |
Business combinations and other acquisitions, net of cash acquired | Business combinations and other acquisitions, net of cash acquired | (946,377) | | | (77,180) | | Business combinations and other acquisitions, net of cash acquired | (9,931) | | | (943,108) | |
Capital expenditures | Capital expenditures | (350,745) | | | (329,413) | | Capital expenditures | (324,027) | | | (219,579) | |
Effect on cash from sale of business | | Effect on cash from sale of business | (29,755) | | | — | |
Other, net | Other, net | 1,248 | | | 11,575 | | Other, net | 16 | | | 742 | |
Net cash used in investing activities | Net cash used in investing activities | (1,295,874) | | | (395,018) | | Net cash used in investing activities | (363,697) | | | (1,161,945) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | Cash flows from financing activities: | | | |
Net borrowings from (repayments of) settlement lines of credit | 244,858 | | | (31,069) | | |
Net borrowings from settlement lines of credit | | Net borrowings from settlement lines of credit | 4,139 | | | 134,245 | |
Proceeds from long-term debt | Proceeds from long-term debt | 3,909,988 | | | 1,868,199 | | Proceeds from long-term debt | 2,954,156 | | | 2,820,988 | |
Repayments of long-term debt | Repayments of long-term debt | (2,434,805) | | | (1,829,637) | | Repayments of long-term debt | (2,276,488) | | | (1,830,258) | |
Payments of debt issuance costs | Payments of debt issuance costs | (8,569) | | | (8,075) | | Payments of debt issuance costs | (1,706) | | | (8,569) | |
Repurchases of common stock | Repurchases of common stock | (1,833,689) | | | (421,162) | | Repurchases of common stock | (1,249,994) | | | (1,072,934) | |
Proceeds from stock issued under share-based compensation plans | Proceeds from stock issued under share-based compensation plans | 38,570 | | | 51,055 | | Proceeds from stock issued under share-based compensation plans | 23,619 | | | 29,304 | |
Common stock repurchased - share-based compensation plans | Common stock repurchased - share-based compensation plans | (84,659) | | | (41,966) | | Common stock repurchased - share-based compensation plans | (26,972) | | | (49,664) | |
Contribution from a noncontrolling interest | 46,320 | | | — | | |
Distribution to a noncontrolling interest | — | | | (6,955) | | |
Distributions to noncontrolling interests | | Distributions to noncontrolling interests | (14,363) | | | — | |
Payment of contingent consideration in business combination | | Payment of contingent consideration in business combination | (15,726) | | | — | |
Dividends paid | Dividends paid | (188,203) | | | (175,025) | | Dividends paid | (139,315) | | | (114,875) | |
Net cash used in financing activities | Net cash used in financing activities | (310,189) | | | (594,635) | | Net cash used in financing activities | (742,650) | | | (91,763) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (42,704) | | | (12,558) | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | (114,968) | | | (5,980) | |
Increase in cash, cash equivalents and restricted cash | 378,843 | | | 542,549 | | |
Decrease in cash, cash equivalents and restricted cash | | Decrease in cash, cash equivalents and restricted cash | (23,182) | | | (150,047) | |
Cash, cash equivalents and restricted cash, beginning of the period | Cash, cash equivalents and restricted cash, beginning of the period | 2,089,771 | | | 1,678,273 | | Cash, cash equivalents and restricted cash, beginning of the period | 2,123,023 | | | 2,089,771 | |
Cash, cash equivalents and restricted cash, end of the period | Cash, cash equivalents and restricted cash, end of the period | $ | 2,468,614 | | | $ | 2,220,822 | | Cash, cash equivalents and restricted cash, end of the period | $ | 2,099,841 | | | $ | 1,939,724 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
| | | Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity | | Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at June 30, 2021 | 293,703 | | | $ | 24,201,763 | | | $ | 2,664,707 | | | $ | (172,707) | | | $ | 26,693,763 | | | $ | 156,377 | | | $ | 26,850,140 | | |
Net income | | 296,736 | | | 296,736 | | | 8,727 | | | 305,463 | | |
Balance at March 31, 2022 | | Balance at March 31, 2022 | 281,434 | | | $ | 22,338,086 | | | $ | 3,068,683 | | | $ | (247,205) | | | $ | 25,159,564 | | | $ | 235,241 | | | $ | 25,394,805 | |
Net (loss) income | | Net (loss) income | | (672,999) | | | (672,999) | | | 7,948 | | | (665,051) | |
Other comprehensive loss | Other comprehensive loss | | (70,258) | | | (70,258) | | | (4,102) | | | (74,360) | | Other comprehensive loss | | (123,973) | | | (123,973) | | | (13,488) | | | (137,461) | |
Stock issued under share-based compensation plans | Stock issued under share-based compensation plans | 819 | | | 9,262 | | | 9,262 | | | 9,262 | | Stock issued under share-based compensation plans | 125 | | | 15,680 | | | 15,680 | | | 15,680 | |
Common stock repurchased - share-based compensation plans | Common stock repurchased - share-based compensation plans | (203) | | | (34,003) | | | (34,003) | | | (34,003) | | Common stock repurchased - share-based compensation plans | (2) | | | (220) | | | (220) | | | (220) | |
Share-based compensation expense | Share-based compensation expense | | 65,611 | | | 65,611 | | | 65,611 | | Share-based compensation expense | | 47,014 | | | 47,014 | | | 47,014 | |
Repurchases of common stock | Repurchases of common stock | (4,232) | | | (697,833) | | | (42,924) | | | (740,757) | | | (740,757) | | Repurchases of common stock | (4,524) | | | (599,986) | | | (352) | | | (600,338) | | | (600,338) | |
Contribution from a noncontrolling interest | | — | | | 46,320 | | | 46,320 | | |
Distributions to noncontrolling interest | | Distributions to noncontrolling interest | | — | | | (8,829) | | | (8,829) | |
Cash dividends declared ($0.25 per common share) | Cash dividends declared ($0.25 per common share) | | (73,327) | | | (73,327) | | | (73,327) | | Cash dividends declared ($0.25 per common share) | | (69,073) | | | (69,073) | | | (69,073) | |
Balance at September 30, 2021 | 290,087 | | | $ | 23,544,800 | | | $ | 2,845,192 | | | $ | (242,965) | | | $ | 26,147,027 | | | $ | 207,322 | | | $ | 26,354,349 | | |
Balance at June 30, 2022 | | Balance at June 30, 2022 | 277,033 | | | $ | 21,800,574 | | | $ | 2,326,259 | | | $ | (371,178) | | | $ | 23,755,655 | | | $ | 220,872 | | | $ | 23,976,527 | |
| | | Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity | | Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at June 30, 2020 | 299,244 | | | $ | 25,570,582 | | | $ | 2,314,423 | | | $ | (459,146) | | | $ | 27,425,859 | | | $ | 207,130 | | | $ | 27,632,989 | | |
Balance at March 31, 2021 | | Balance at March 31, 2021 | 295,158 | | | $ | 24,403,323 | | | $ | 2,500,812 | | | $ | (212,373) | | | $ | 26,691,762 | | | $ | 150,429 | | | $ | 26,842,191 | |
Net income | Net income | | 220,971 | | | 220,971 | | | 9,259 | | | 230,230 | | Net income | | 263,590 | | | 263,590 | | | 3,223 | | | 266,813 | |
Other comprehensive income | Other comprehensive income | | 107,242 | | | 107,242 | | | 8,751 | | | 115,993 | | Other comprehensive income | | 39,666 | | | 39,666 | | | 2,725 | | | 42,391 | |
Stock issued under share-based compensation plans | Stock issued under share-based compensation plans | 50 | | | 8,423 | | | 8,423 | | | 8,423 | | Stock issued under share-based compensation plans | 78 | | | 11,599 | | | 11,599 | | | 11,599 | |
Common stock repurchased - share-based compensation plans | Common stock repurchased - share-based compensation plans | (7) | | | (682) | | | (682) | | | (682) | | Common stock repurchased - share-based compensation plans | (31) | | | (8,900) | | | (8,900) | | | (8,900) | |
Distribution to a noncontrolling interest | | (6,955) | | | (6,955) | | |
Share-based compensation expense | Share-based compensation expense | | 42,276 | | | 42,276 | | | 42,276 | | Share-based compensation expense | | 43,325 | | | 43,325 | | | 43,325 | |
Repurchases of common stock | | Repurchases of common stock | (1,502) | | | (247,584) | | | (42,393) | | | (289,977) | | | (289,977) | |
Cash dividends declared ($0.195 per common share) | Cash dividends declared ($0.195 per common share) | | (58,432) | | | (58,432) | | | (58,432) | | Cash dividends declared ($0.195 per common share) | | (57,302) | | | (57,302) | | | (57,302) | |
Balance at September 30, 2020 | 299,287 | | | $ | 25,620,599 | | | $ | 2,476,962 | | | $ | (351,904) | | | $ | 27,745,657 | | | $ | 218,185 | | | $ | 27,963,842 | | |
Balance at June 30, 2021 | | Balance at June 30, 2021 | 293,703 | | | $ | 24,201,763 | | | $ | 2,664,707 | | | $ | (172,707) | | | $ | 26,693,763 | | | $ | 156,377 | | | $ | 26,850,140 | |
See Notes to Unaudited Consolidated Financial Statements.
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at December 31, 2021 | 284,750 | | | $ | 22,880,261 | | | $ | 2,982,122 | | | $ | (234,182) | | | $ | 25,628,201 | | | $ | 241,216 | | | $ | 25,869,417 | |
Net (loss) income | | | | | (428,266) | | | | | (428,266) | | | 12,851 | | | (415,415) | |
Other comprehensive loss | | | | | | | (136,996) | | | (136,996) | | | (18,832) | | | (155,828) | |
Stock issued under share-based compensation plans | 1,518 | | | 23,619 | | | | | | | 23,619 | | | | | 23,619 | |
Common stock repurchased - share-based compensation plans | (196) | | | (27,008) | | | | | | | (27,008) | | | | | (27,008) | |
Share-based compensation expense | | | 85,414 | | | | | | | 85,414 | | | | | 85,414 | |
Repurchases of common stock | (9,039) | | | (1,161,712) | | | (88,282) | | | | | (1,249,994) | | | | | (1,249,994) | |
Distributions to noncontrolling interest | | | | | | | | | — | | | (14,363) | | | (14,363) | |
Cash dividends declared ($0.50 per common share) | | | | | (139,315) | | | | | (139,315) | | | | | (139,315) | |
Balance at June 30, 2022 | 277,033 | | | $ | 21,800,574 | | | $ | 2,326,259 | | | $ | (371,178) | | | $ | 23,755,655 | | | $ | 220,872 | | | $ | 23,976,527 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at December 31, 2020 | 298,332 | | | $ | 24,963,769 | | | $ | 2,570,874 | | | $ | (202,273) | | | $ | 27,332,370 | | | $ | 154,674 | | | $ | 27,487,044 | |
Net income | | | | | 757,007 | | | | | 757,007 | | | 13,679 | | | 770,686 | |
Other comprehensive loss | | | | | | | (40,692) | | | (40,692) | | | (7,351) | | | (48,043) | |
Stock issued under share-based compensation plans | 1,900 | | | 38,570 | | | | | | | 38,570 | | | | | 38,570 | |
Common stock repurchased - share-based compensation plans | (456) | | | (84,432) | | | | | | | (84,432) | | | | | (84,432) | |
Share-based compensation expense | | | 146,097 | | | | | | | 146,097 | | | | | 146,097 | |
Repurchases of common stock | (9,689) | | | (1,519,204) | | | (294,486) | | | | | (1,813,690) | | | | | (1,813,690) | |
Contribution from a noncontrolling interest | | | | | | | | | — | | | 46,320 | | | 46,320 | |
Cash dividends declared ($0.64 per common share) | | | | | (188,203) | | | | | (188,203) | | | | | (188,203) | |
Balance at September 30, 2021 | 290,087 | | | $ | 23,544,800 | | | $ | 2,845,192 | | | $ | (242,965) | | | $ | 26,147,027 | | | $ | 207,322 | | | $ | 26,354,349 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at December 31, 2019 | 300,226 | | | $ | 25,833,307 | | | $ | 2,333,011 | | | $ | (310,571) | | | $ | 27,855,747 | | | $ | 199,242 | | | $ | 28,054,989 | |
Cumulative effect of adoption of new accounting standard | | | | | (5,379) | | | | | (5,379) | | | | | (5,379) | |
Net income | | | | | 401,876 | | | | | 401,876 | | | 18,406 | | | 420,282 | |
Other comprehensive (loss) income | | | | | | | (41,333) | | | (41,333) | | | 7,492 | | | (33,841) | |
Stock issued under share-based compensation plans | 1,495 | | | 51,055 | | | | | | | 51,055 | | | | | 51,055 | |
Common stock repurchased - share-based compensation plans | (339) | | | (42,403) | | | | | | | (42,403) | | | | | (42,403) | |
Share-based compensation expense | | | 105,081 | | | | | | | 105,081 | | | | | 105,081 | |
Distribution to a noncontrolling interest | | | | | | | | | | | (6,955) | | | (6,955) | |
Repurchases of common stock | (2,095) | | | (326,441) | | | (77,521) | | | | | (403,962) | | | | | (403,962) | |
Cash dividends declared ($0.585 per common share) | | | | | (175,025) | | | | | (175,025) | | | | | (175,025) | |
Balance at September 30, 2020 | 299,287 | | | $ | 25,620,599 | | | $ | 2,476,962 | | | $ | (351,904) | | | $ | 27,745,657 | | | $ | 218,185 | | | $ | 27,963,842 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Global Payments Shareholders’ Equity | | Noncontrolling Interests | | Total Equity |
Balance at December 31, 2020 | 298,332 | | | $ | 24,963,769 | | | $ | 2,570,874 | | | $ | (202,273) | | | $ | 27,332,370 | | | $ | 154,674 | | | $ | 27,487,044 | |
Net income | | | | | 460,271 | | | | | 460,271 | | | 4,952 | | | 465,223 | |
Other comprehensive income (loss) | | | | | | | 29,566 | | | 29,566 | | | (3,249) | | | 26,317 | |
Stock issued under share-based compensation plans | 1,081 | | | 29,304 | | | | | | | 29,304 | | | | | 29,304 | |
Common stock repurchased - share-based compensation plans | (253) | | | (50,429) | | | | | | | (50,429) | | | | | (50,429) | |
Share-based compensation expense | | | 80,490 | | | | | | | 80,490 | | | | | 80,490 | |
Repurchases of common stock | (5,457) | | | (821,371) | | | (251,563) | | | | | (1,072,934) | | | | | (1,072,934) | |
Cash dividends declared ($0.39 per common share) | | | | | (114,875) | | | | | (114,875) | | | | | (114,875) | |
Balance at June 30, 2021 | 293,703 | | | $ | 24,201,763 | | | $ | 2,664,707 | | | $ | (172,707) | | | $ | 26,693,763 | | | $ | 156,377 | | | $ | 26,850,140 | |
| | | | | | | | | | | | | |
See Notes to Unaudited Consolidated Financial Statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business, consolidation and presentation - We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world. We operate in 3 reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions, which are described in "Note 13—Segment Information." Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.
These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 20202021 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20202021 but does not include all disclosures required by GAAP for annual financial statements.
In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.
COVID-19 Update - Since early 2020, the global economy has been, and continues to be, affected by COVID-19. The pandemic has caused and may continue to cause significant disruptions to businesses and markets worldwide as the virus spreads or has a resurgence in certain jurisdictions. Measures have been implemented by governments worldwide in an effort to contain the virus, including lockdowns, physical distancing, travel restrictions, limitations on public gatherings, work from home and restrictions on nonessential businesses. Certain government actions to gradually ease restrictions, provide economic stimulus and distribute vaccines have resulted in signs of economic recovery. However, the effects of the pandemic continue, and its ultimate severity and duration, and the implications on future global economic conditions, remain uncertain.2021.
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. In particular, the future magnitude, duration and effects of the COVID-19 pandemic and the ongoing invasion of Ukraine by Russia are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses. These unaudited consolidated financial statements reflect the financial statement effects of COVID-19 based upon management’s estimates and assumptions utilizing the most currently available information.
Recently adopted accounting pronouncements
Accounting Standards Update ("ASU") 2019-12 — In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to enhance and simplify various aspects of the accounting for income taxes. The amendments in this update remove certain exceptions to the general principles in Accounting Standards Codification ("ASC") Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements.
Recently issued pronouncements not yet adopted
ASUAccounting Standards Update ("ASU") 2021-08— In October 2021, the FASBFinancial Accounting Standards Board ("FASB") issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASCAccounting Standards Codification ("ASC") Topic 606,Revenue from Contracts with Customers ("Topic 606"), at fair value on the acquisition date. ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC Topic 606 as if it had originated the contracts, which should generally result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. This update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. Adoption during an interim period requires retrospective application to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application. We are evaluating the effectpotential effects of ASU 2021-08 on our consolidated financial statements.
ASU 2020-04 — In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): FacilitationTable of the Effects of Reference Rate Reform on Financial Reporting," which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. A portion of our indebtedness bears interest at a variable rate based on LIBOR. Furthermore, we have entered into hedging instruments to manage our exposure to fluctuations in the LIBOR benchmark interest rate. We are evaluating the effect of the discontinuance of LIBOR on our outstanding debt and hedging instruments and the related effect of ASU 2020-04 on our consolidated financial statements.Contents
NOTE 2—ACQUISITION
On June 10, 2021, we acquired Zego, a real estate technology company that provides a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States. Zego’s real estate software and payments solutions support property managers and residents throughout the real estate lifecycle. This acquisition aligns with our technology-enabled, software driven strategy and expands our business into a new vertical market. We paidStates, for cash consideration of approximately $933 million, which we funded with cash on hand and by drawing on our revolving credit facility.
The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, are as follows:
| | | | | | | | | | | | | | | | | |
| Provisional Amounts at Acquisition Date | | Measurement-Period Adjustments | | Provisional Amounts at September 30, 2021 |
| (in thousands) |
Cash and cash equivalents | $ | 67,374 | | | $ | — | | | $ | 67,374 | |
Accounts receivable | 1,033 | | | (16) | | | 1,017 | |
Identifiable intangible assets | 410,443 | | | 62,557 | | | 473,000 | |
Property and equipment | 3,634 | | | (3,059) | | | 575 | |
Other assets | 9,141 | | | — | | | 9,141 | |
Accounts payable and accrued liabilities | (65,753) | | | (496) | | | (66,249) | |
Deferred income tax liabilities | (10,709) | | | (1,451) | | | (12,160) | |
Other liabilities | (8,268) | | | — | | | (8,268) | |
Total identifiable net assets | 406,895 | | | 57,535 | | | 464,430 | |
Goodwill | 525,929 | | | (57,113) | | | 468,816 | |
Total purchase consideration | $ | 932,824 | | | $ | 422 | | | $ | 933,246 | |
This transaction wasmillion. We accounted for this transaction as a business combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. AsThe final estimated acquisition-date fair values of September 30, 2021, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuationmajor classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:
| | | | | |
| Final Amounts at June 30, 2022 |
| (in thousands) |
Cash and cash equivalents | $ | 67,374 | |
Accounts receivable | 1,017 | |
Identifiable intangible assets | 473,000 | |
Property and equipment | 575 | |
Other assets | 9,051 | |
Accounts payable and accrued liabilities | (71,006) | |
Deferred income tax liabilities | (10,749) | |
Other liabilities | (8,010) | |
Total identifiable net assets | 461,252 | |
Goodwill | 471,994 | |
Total purchase consideration | $ | 933,246 | |
During the six months ended June 30, 2022, we made measurement-period adjustments that decreased the amount of deferred income tax liabilities and provisional goodwill by $3.2 million. The decrease in deferred income tax liabilities for the six months ended June 30, 2022 primarily related to evaluatefinalizing the basisevaluation of the differences forin the bases of assets and liabilities for financial reporting and tax purposes. We made measurement-period adjustments, as shown in the table above, that decreased the amount of provisional goodwill by $57.1 million. The effects of the measurement-period adjustments on our consolidated statementstatements of income for the third quarter of 2021three and six months ended June 30, 2022 were not material.
Goodwill of $468.8$472.0 million arising from the acquisition, included in the Merchant Solutions segment, is attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce. We expect that a portionSubstantially all of the goodwill will beis deductible for income tax purposes.
The following table reflects the provisional estimated fair values of the identified intangible assets of Zego and thetheir respective weighted-average estimated amortization periods:
| | | | | | | | | | | |
| Estimated Fair Value | | Weighted-Average Estimated Amortization Periods |
| (in thousands) | | (years) |
Customer-related intangible assets | $ | 208,000 | | | 13 |
Contract-based intangible assets | 119,000 | | | 20 |
Acquired technologies | 124,000 | | | 6 |
Trademarks and trade names | 22,000 | | | 15 |
Total estimated identifiable intangible assets | $ | 473,000 | | | 14 |
NOTE 3—BUSINESS DISPOSITIONS
Sale of Merchant Solutions Business in Russia
We sold our Merchant Solutions business in Russia effective April 29, 2022 for cash proceeds of $9 million. During the three months ended June 30, 2022, we recognized a loss of $127.2 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the business and the reclassification of $62.9 million of associated accumulated foreign currency translation losses from the separate component of equity. The loss was presented within loss on business dispositions in our consolidated statement of income.
Consumer Business Disposition
During the first quarter of 2022, we commenced a strategic evaluation of the consumer portion of our Business and Consumer Solutions segment. As of June 30, 2022, we committed to a plan to sell the business within one year and were actively marketing the business in its current condition for a price that was reasonable in comparison to its estimated fair value. The assets and liabilities of the consumer business met the criteria for classification as held for sale and are reported at fair value less costs to sell in our consolidated balance sheet as of June 30, 2022. As further discussed in "Note 5— Goodwill and Other Intangible Assets," we recognized a goodwill impairment charge of $833.1 million during the three months ended June 30, 2022 related to the Business and Consumer Solutions reporting unit. We also recognized a charge of $25 million during the three months ended June 30, 2022 to reduce the disposal group to estimated fair value less costs to sell, which is presented within loss on business dispositions in our consolidated statement of income. On July 31, 2022, we entered into a definitive agreement to sell the consumer business for $1 billion. We will provide up to $675 million of seller financing and $80 million of future services in connection with the sale. The transaction is expected to close prior to the end of the first quarter of 2023 and is subject to customary terms and conditions.
For the three and six months ended June 30, 2022, the consumer business contributed $21.9 million and $44.6 million to the Business and Consumer Solutions segment operating income. For the three and six months ended June 30, 2021, the consumer business contributed $33.9 million and $87.6 million to the Business and Consumer Solutions segment operating income.
The major classes of assets presented as held for sale in the consolidated balance sheet as of June 30, 2022, primarily related to the consumer business, include cash of $0.7 million, accounts receivable of $11.6 million, other current assets of $53.6 million, goodwill of $366.4 million, other intangible assets of $651.2 million, property and equipment of $48.9 million, and other noncurrent assets of $20.9 million. The major classes of liabilities presented as held for sale in the consolidated balance sheet as of June 30, 2022 include accounts payable and accrued liabilities of $94.0 million, and other noncurrent liabilities of $4.7 million.
NOTE 3—4—REVENUES
The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Three Months Ended September 30, 2021 | | Three Months Ended June 30, 2022 |
| | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total | | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total |
| | | (in thousands) | | (in thousands) |
| Americas | Americas | $ | 1,245,805 | | | $ | 394,893 | | | $ | 204,584 | | | $ | (16,507) | | | $ | 1,828,775 | | Americas | $ | 1,334,231 | | | $ | 412,023 | | | $ | 183,404 | | | $ | (14,476) | | | $ | 1,915,182 | |
Europe | Europe | 189,282 | | | 120,383 | | | 3,086 | | | — | | | 312,751 | | Europe | 187,450 | | | 114,011 | | | 4,228 | | | — | | | 305,689 | |
Asia Pacific | Asia Pacific | 60,811 | | | 6,890 | | | — | | | (6,890) | | | 60,811 | | Asia Pacific | 60,035 | | | 8,437 | | | — | | | (8,437) | | | 60,035 | |
| | $ | 1,495,898 | | | $ | 522,166 | | | $ | 207,670 | | | $ | (23,397) | | | $ | 2,202,337 | | | $ | 1,581,716 | | | $ | 534,471 | | | $ | 187,632 | | | $ | (22,913) | | | $ | 2,280,906 | |
| | | Three Months Ended September 30, 2020 | | Three Months Ended June 30, 2021 |
| | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total | | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total |
| | | (in thousands) | | (in thousands) |
| Americas | Americas | $ | 1,039,039 | | | $ | 370,938 | | | $ | 204,106 | | | $ | (15,097) | | | $ | 1,598,986 | | Americas | $ | 1,202,970 | | | $ | 379,121 | | | $ | 224,529 | | | $ | (16,768) | | | $ | 1,789,852 | |
Europe | Europe | 154,262 | | | 113,907 | | | — | | | — | | | 268,169 | | Europe | 166,644 | | | 120,974 | | | 2,826 | | | — | | | 290,444 | |
Asia Pacific | Asia Pacific | 50,660 | | | 2,564 | | | — | | | (2,564) | | | 50,660 | | Asia Pacific | 57,141 | | | 5,837 | | | — | | | (5,837) | | | 57,141 | |
| | $ | 1,243,961 | | | $ | 487,409 | | | $ | 204,106 | | | $ | (17,661) | | | $ | 1,917,815 | | | $ | 1,426,755 | | | $ | 505,932 | | | $ | 227,355 | | | $ | (22,605) | | | $ | 2,137,437 | |
| | | Nine Months Ended September 30, 2021 | | Six Months Ended June 30, 2022 |
| | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total | | Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total |
| | | (in thousands) | | (in thousands) |
| Americas | Americas | $ | 3,529,245 | | | $ | 1,152,057 | | | $ | 669,747 | | | $ | (50,180) | | | $ | 5,300,869 | | Americas | $ | 2,576,851 | | | $ | 797,266 | | | $ | 374,836 | | | $ | (29,927) | | | $ | 3,719,026 | |
Europe | Europe | 488,860 | | | 358,769 | | | 8,864 | | | — | | | 856,493 | | Europe | 361,505 | | | 231,682 | | | 8,568 | | | — | | | 601,755 | |
Asia Pacific | Asia Pacific | 172,419 | | | 17,523 | | | — | | | (17,523) | | | 172,419 | | Asia Pacific | 116,379 | | | 17,024 | | | — | | | (17,024) | | | 116,379 | |
| | $ | 4,190,524 | | | $ | 1,528,349 | | | $ | 678,611 | | | $ | (67,703) | | | $ | 6,329,781 | | | $ | 3,054,735 | | | $ | 1,045,972 | | | $ | 383,404 | | | $ | (46,951) | | | $ | 4,437,160 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2020 |
| Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total |
| | | | | | | | | |
| (in thousands) |
| | | | | | | | | |
Americas | $ | 2,926,472 | | | $ | 1,127,832 | | | $ | 624,774 | | | $ | (47,558) | | | $ | 4,631,520 | |
Europe | 392,721 | | | 327,532 | | | — | | | — | | | 720,253 | |
Asia Pacific | 141,592 | | | 5,832 | | | — | | | (5,832) | | | 141,592 | |
| $ | 3,460,785 | | | $ | 1,461,196 | | | $ | 624,774 | | | $ | (53,390) | | | $ | 5,493,365 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 |
| Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | | Intersegment Eliminations | | Total |
| | | | | | | | | |
| (in thousands) |
| | | | | | | | | |
Americas | $ | 2,283,440 | | | $ | 757,164 | | | $ | 465,163 | | | $ | (33,673) | | | $ | 3,472,094 | |
Europe | 299,578 | | | 238,386 | | | 5,778 | | | — | | | 543,742 | |
Asia Pacific | 111,609 | | | 10,633 | | | — | | | (10,634) | | | 111,608 | |
| $ | 2,694,627 | | | $ | 1,006,183 | | | $ | 470,941 | | | $ | (44,307) | | | $ | 4,127,444 | |
The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| | | (in thousands) | | (in thousands) |
| Relationship-led | Relationship-led | $ | 799,948 | | | $ | 709,749 | | | $ | 2,245,839 | | | $ | 1,934,265 | | Relationship-led | $ | 827,577 | | | $ | 778,978 | | | $ | 1,564,982 | | | $ | 1,445,890 | |
Technology-enabled | Technology-enabled | 695,950 | | | 534,212 | | | 1,944,685 | | | 1,526,520 | | Technology-enabled | 754,139 | | | 647,777 | | | 1,489,753 | | | 1,248,737 | |
| | $ | 1,495,898 | | | $ | 1,243,961 | | | $ | 4,190,524 | | | $ | 3,460,785 | | | $ | 1,581,716 | | | $ | 1,426,755 | | | $ | 3,054,735 | | | $ | 2,694,627 | |
ASC Topic 606, Revenues from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, substantially all of our revenues were recognized over time.
Supplemental balance sheet information related to contracts from customers as of SeptemberJune 30, 20212022 and December 31, 20202021 was as follows:
| | | Balance Sheet Location | | September 30, 2021 | | December 31, 2020 | | Balance Sheet Location | | June 30, 2022 | | December 31, 2021 |
| | | (in thousands) | | (in thousands) |
| Assets: | Assets: | | Assets: | |
Capitalized costs to obtain customer contracts, net | Capitalized costs to obtain customer contracts, net | Other noncurrent assets | | $ | 278,565 | | | $ | 253,780 | | Capitalized costs to obtain customer contracts, net | Other noncurrent assets | | $ | 312,728 | | | $ | 291,914 | |
Capitalized costs to fulfill customer contracts, net | Capitalized costs to fulfill customer contracts, net | Other noncurrent assets | | 106,236 | | | 81,371 | | Capitalized costs to fulfill customer contracts, net | Other noncurrent assets | | $ | 131,580 | | | $ | 113,366 | |
| Liabilities: | Liabilities: | | Liabilities: | |
Contract liabilities, net (current) | Contract liabilities, net (current) | Accounts payable and accrued liabilities | | 218,585 | | | 217,938 | | Contract liabilities, net (current) | Accounts payable and accrued liabilities | | $ | 211,799 | | | $ | 227,783 | |
Contract liabilities, net (noncurrent) | Contract liabilities, net (noncurrent) | Other noncurrent liabilities | | 46,290 | | | 52,944 | | Contract liabilities, net (noncurrent) | Other noncurrent liabilities | | $ | 45,066 | | | $ | 44,502 | |
Net contract assets were not material at SeptemberJune 30, 20212022 or at December 31, 2020.2021. Revenue recognized for the three months ended SeptemberJune 30, 20212022 and 20202021 from contract liability balances at the beginning of each period was $75.5$83.2 million and $69.7$85.0 million, respectively. Revenue recognized for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 from contract liability balances at the beginning of each period was $186.0$149.8 million and $195.3$146.6 million, respectively.
ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at SeptemberJune 30, 2021.2022. However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. Accordingly, the total amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):
| Year Ending December 31, | Year Ending December 31, | | Year Ending December 31, | |
| 2021 | $ | 256,447 | | |
2022 | 2022 | 908,834 | | 2022 | $ | 514,844 | |
2023 | 2023 | 694,952 | | 2023 | 903,194 | |
2024 | 2024 | 522,068 | | 2024 | 640,729 | |
2025 | 2025 | 410,883 | | 2025 | 510,197 | |
2026 | 2026 | 321,754 | | 2026 | 401,120 | |
2027 and thereafter | 518,598 | | |
2027 | | 2027 | 259,652 | |
2028 and thereafter | | 2028 and thereafter | 388,622 | |
Total | Total | $ | 3,633,538 | | Total | $ | 3,618,358 | |
NOTE 4—5—GOODWILL AND OTHER INTANGIBLE ASSETS
As of SeptemberJune 30, 20212022 and December 31, 2020,2021, goodwill and other intangible assets consisted of the following:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
| | | (in thousands) | | (in thousands) |
| Goodwill | Goodwill | $ | 24,344,275 | | | $ | 23,871,451 | | Goodwill | $ | 23,496,495 | | | $ | 24,813,274 | |
Other intangible assets: | Other intangible assets: | | | | Other intangible assets: | | | |
Customer-related intangible assets | Customer-related intangible assets | $ | 9,475,914 | | | $ | 9,275,093 | | Customer-related intangible assets | $ | 9,628,040 | | | $ | 9,694,083 | |
Acquired technologies | Acquired technologies | 2,918,284 | | | 2,795,991 | | Acquired technologies | 2,860,123 | | | 2,962,154 | |
Contract-based intangible assets | Contract-based intangible assets | 2,108,556 | | | 1,981,260 | | Contract-based intangible assets | 1,736,581 | | | 2,258,676 | |
Trademarks and trade names | Trademarks and trade names | 1,261,241 | | | 1,239,925 | | Trademarks and trade names | 1,067,789 | | | 1,271,302 | |
| | 15,763,995 | | | 15,292,269 | | | 15,292,533 | | | 16,186,215 | |
Less accumulated amortization: | Less accumulated amortization: | | | | Less accumulated amortization: | | | |
Customer-related intangible assets | Customer-related intangible assets | 2,418,357 | | | 1,914,214 | | Customer-related intangible assets | 2,898,008 | | | 2,587,586 | |
Acquired technologies | Acquired technologies | 1,266,883 | | | 960,281 | | Acquired technologies | 1,518,941 | | | 1,367,513 | |
Contract-based intangible assets | Contract-based intangible assets | 165,837 | | | 120,631 | | Contract-based intangible assets | 168,053 | | | 180,975 | |
Trademarks and trade names | Trademarks and trade names | 383,092 | | | 281,260 | | Trademarks and trade names | 434,846 | | | 416,432 | |
| | 4,234,169 | | | 3,276,386 | | | 5,019,848 | | | 4,552,506 | |
| | $ | 11,529,826 | | | $ | 12,015,883 | | | $ | 10,272,685 | | | $ | 11,633,709 | |
Approximately $651.2 million of intangible assets have been reclassified to assets held for sale in connection with the presentation of the consumer business as held for sale as of June 30, 2022. See “Note 3—Business Dispositions” for further discussion.
The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the ninesix months ended SeptemberJune 30, 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | |
Total |
| | | | | | | |
| (in thousands) |
Balance at December 31, 2020 | $ | 13,548,690 | | | $ | 7,957,616 | | | $ | 2,365,145 | | | $ | 23,871,451 | |
Goodwill acquired | 517,240 | | | — | | | — | | | 517,240 | |
Effect of foreign currency translation | (33,565) | | | (4,258) | | | (1,251) | | | (39,074) | |
Measurement period adjustments | (5,202) | | | — | | | (140) | | | (5,342) | |
Balance at September 30, 2021 | $ | 14,027,163 | | | $ | 7,953,358 | | | $ | 2,363,754 | | | $ | 24,344,275 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Merchant Solutions | | Issuer Solutions | | Business and Consumer Solutions | |
Total |
| | | | | | | |
| (in thousands) |
Balance at December 31, 2021 | $ | 14,063,682 | | | $ | 7,954,453 | | | $ | 2,795,139 | | | $ | 24,813,274 | |
Effect of foreign currency translation | (62,933) | | | (27,341) | | | (1,737) | | | (92,011) | |
Reallocation of goodwill among segments (1) | — | | | 407,713 | | | (407,713) | | | — | |
Goodwill derecognized in connection with the sale of a business (2) | (17,719) | | | — | | | — | | | (17,719) | |
Impairment of goodwill | — | | | — | | | (833,075) | | | (833,075) | |
Reclassification of goodwill to assets held for sale (3) | — | | | — | | | (366,436) | | | (366,436) | |
Measurement period adjustments | (2,957) | | | (4,581) | | | — | | | (7,538) | |
Balance at June 30, 2022 | $ | 13,980,073 | | | $ | 8,330,244 | | | $ | 1,186,178 | | | $ | 23,496,495 | |
(1) During the first quarter of 2022, the recently acquired operations of MineralTree were reassigned to the Issuer Solutions segment to reflect how the business will be managed going forward. As a result of this realignment, $407.7 million of goodwill was reallocated from the Business and Consumer Solutions segment to the Issuer Solutions segment.
(2) Reflects goodwill derecognized in connection with the sale of our Merchant Solutions business in Russia. See “Note 3—Business Dispositions” for further discussion.
(3) Reflects the reclassification of goodwill in connection with the presentation of the consumer business as held for sale as of June 30, 2022. See “Note 3—Business Dispositions” for further discussion.
We test goodwill for impairment at the reporting unit level annually and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit may be below its carrying amount. When applying the quantitative assessment, we determine the fair value of our reporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and a market approach. The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies. Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions.
The sustained decline in our share price and recent increases in discount rates, primarily resulting from increased economic uncertainty, indicated a potential decline in fair value and triggered a requirement to evaluate our Issuer Solutions and Business and Consumer Solutions reporting units for potential impairment as of June 30, 2022. Further, the estimated sales price for the consumer business portion of our Business and Consumer Solutions reporting unit also indicated a potential decline in fair value as of June 30, 2022. We determined on the basis of the quantitative assessment that the fair value of the Issuer Solutions reporting unit was still greater than its carrying amount as of June 30, 2022, indicating no impairment. Based on the quantitative assessment of the Business and Consumer Solutions reporting unit, including consideration of the consumer business disposal group and the remaining assets of the reporting unit, we recognized a goodwill impairment charge of $833.1 million in our consolidated statement of income for the three and six months ended June 30, 2022.
We continue to closely monitor developments related to COVID-19 and other global events. The future magnitude, duration and effects of these events are difficult to predict at this time, and it is reasonably possible that future developments could have a negative effect on the estimates and assumptions utilized in our goodwill impairment assessments and could result in material impairment charges in future periods.
Accumulated impairment losses for goodwill as of June 30, 2022 were $833.1 million. There were no accumulated impairment losses for goodwill as of September 30, 2021 or December 31, 2020.
2021.
NOTE 5 - OTHER ASSETS
Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe"). On June 21, 2016, Visa Inc. ("Visa") acquired all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa. We assigned the preferred shares received a value of 0 based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors. Based on the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be adjusted down such that the number of Visa common shares we receive could be as low as zero.
The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028 (subject to a holdback to cover any then pending claims). On September 24, 2020, in connection with the first mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa representing approximately half of the original potential conversion rate. We recognized a gain of $27.3 million reported in interest and other income in our consolidated statement of income for the three and nine months ended September 30, 2020 based on the fair value of the shares received.
NOTE 6—LONG-TERM DEBT AND LINES OF CREDIT
As of SeptemberJune 30, 20212022 and December 31, 2020,2021, long-term debt consisted of the following:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
| | | (in thousands) | | (in thousands) |
| 3.800% senior notes due April 1, 2021 | $ | — | | | $ | 752,199 | | |
3.750% senior notes due June 1, 2023 | 3.750% senior notes due June 1, 2023 | 558,454 | | | 562,258 | | 3.750% senior notes due June 1, 2023 | $ | 554,650 | | | $ | 557,186 | |
4.000% senior notes due June 1, 2023 | 4.000% senior notes due June 1, 2023 | 560,986 | | | 565,930 | | 4.000% senior notes due June 1, 2023 | 556,042 | | | 559,338 | |
1.500% senior notes due November 15, 2024 | | 1.500% senior notes due November 15, 2024 | 497,674 | | | 497,185 | |
2.650% senior notes due February 15, 2025 | 2.650% senior notes due February 15, 2025 | 994,375 | | | 993,110 | | 2.650% senior notes due February 15, 2025 | 995,641 | | | 994,797 | |
1.200% senior notes due March 1, 2026 | 1.200% senior notes due March 1, 2026 | 1,091,536 | | | — | | 1.200% senior notes due March 1, 2026 | 1,092,974 | | | 1,092,016 | |
4.800% senior notes due April 1, 2026 | 4.800% senior notes due April 1, 2026 | 800,849 | | | 809,324 | | 4.800% senior notes due April 1, 2026 | 792,374 | | | 798,024 | |
2.150% senior notes due January 15, 2027 | | 2.150% senior notes due January 15, 2027 | 744,321 | | | 743,695 | |
4.450% senior notes due June 1, 2028 | 4.450% senior notes due June 1, 2028 | 479,293 | | | 482,588 | | 4.450% senior notes due June 1, 2028 | 475,997 | | | 478,194 | |
3.200% senior notes due August 15, 2029 | 3.200% senior notes due August 15, 2029 | 1,237,611 | | | 1,236,424 | | 3.200% senior notes due August 15, 2029 | 1,238,797 | | | 1,238,006 | |
2.900% senior notes due May 15, 2030 | 2.900% senior notes due May 15, 2030 | 989,903 | | | 989,025 | | 2.900% senior notes due May 15, 2030 | 990,781 | | | 990,196 | |
2.900% senior notes due November 15, 2031 | | 2.900% senior notes due November 15, 2031 | 742,136 | | | 741,716 | |
4.150% senior notes due August 15, 2049 | 4.150% senior notes due August 15, 2049 | 740,056 | | | 739,789 | | 4.150% senior notes due August 15, 2049 | 740,324 | | | 740,146 | |
Unsecured term loan facility | Unsecured term loan facility | 1,988,789 | | | 1,985,776 | | Unsecured term loan facility | 1,991,802 | | | 1,989,793 | |
Unsecured revolving credit facility | Unsecured revolving credit facility | 1,222,000 | | | 36,000 | | Unsecured revolving credit facility | 700,000 | | | — | |
Finance lease liabilities | Finance lease liabilities | 64,081 | | | 75,989 | | Finance lease liabilities | 49,908 | | | 64,421 | |
Other borrowings | Other borrowings | 21,006 | | | 65,352 | | Other borrowings | 43 | | | 8,601 | |
Total long-term debt | Total long-term debt | 10,748,939 | | | 9,293,764 | | Total long-term debt | 12,163,464 | | | 11,493,314 | |
Less current portion | Less current portion | 39,148 | | | 827,357 | | Less current portion | 1,279,743 | | | 78,505 | |
Long-term debt, excluding current portion | Long-term debt, excluding current portion | $ | 10,709,791 | | | $ | 8,466,407 | | Long-term debt, excluding current portion | $ | 10,883,721 | | | $ | 11,414,809 | |
The carrying amounts of our senior notes and unsecured term loan facility in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At SeptemberJune 30, 2021,2022, unamortized discount on senior notes was $8.7$11.0 million, and unamortized debt issuance costs on senior notes and the unsecured term loan facility were $49.0$54.6 million. At December 31, 2020,2021, unamortized discount on senior notes was $8.5$11.7 million and unamortized debt issuance costs on our senior notes and the unsecured term loan facility were $47.4$60.7 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At SeptemberJune 30, 2022, unamortized debt issuance costs on the unsecured revolving credit facility were $8.1 million, and at December 31, 2021, unamortized debt issuance costs on the unsecured revolving credit facility were $10.8 million, and at December 31, 2020, unamortized debt issuance costs on the unsecured revolving credit facility were $13.8$9.9 million.
At SeptemberJune 30, 2021,2022, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
| Year Ending December 31, | Year Ending December 31, | | Year Ending December 31, | |
| 2021 | $ | 12,602 | | |
2022 | 2022 | 58,403 | | 2022 | $ | 50,000 | |
2023 | 2023 | 1,300,000 | | 2023 | 1,300,000 | |
2024 | 2024 | 2,972,000 | | 2024 | 2,950,000 | |
2025 | 2025 | 1,000,000 | | 2025 | 1,000,000 | |
2026 | 2026 | 1,850,000 | | 2026 | 1,850,000 | |
2027 and thereafter | 3,450,000 | | |
2027 | | 2027 | 750,000 | |
2028 and thereafter | | 2028 and thereafter | 4,200,000 | |
Total | Total | $ | 10,643,005 | | Total | $ | 12,100,000 | |
On February 26, 2021, we issued $1.1 billion in aggregate principal amount of 1.200% senior unsecured notes due March 2026. We incurred debt issuance costs of approximately $8.6 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at September 30, 2021. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2021. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.Long-Term Debt
As of SeptemberJune 30, 2021,2022, our senior notes had a total carrying amount of $7.5$9.4 billion and an estimated fair value of $7.9$8.5 billion. The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy. The fair value of other long-term debt approximated its carrying amount at SeptemberJune 30, 2021.2022.
Compliance with Covenants
The senior unsecured term loan and revolving credit facilityfacilities contain customary conditions to funding, affirmative covenants, negative covenants, financial covenants and events of default. As of SeptemberJune 30, 2021,2022, financial covenants under the term loan facility required a leverage ratio of 3.50 to 1.00 and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all applicable covenants as of SeptemberJune 30, 2021.2022.
Derivative Agreements
We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as portfolio cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income (loss). The fair values of our interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments were classified within Level 2 of the valuation hierarchy.
The table below presents information about our derivative financial instruments, designated as cash flow hedges, included in the consolidated balance sheets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Fair Values |
Derivative Financial Instruments | | Balance Sheet Location | | Weighted-Average Fixed Rate of Interest at September 30, 2021 | | Range of Maturity Dates at September 30, 2021 | | September 30, 2021 | | December 31, 2020 |
| | | | | | | | | | |
| | | | | | | | (in thousands) |
| | | | | | | | | | |
Interest rate swaps (Notional of $300 million at December 31, 2020) | | Accounts payable and accrued liabilities | | NA | | NA | | $ | — | | | $ | 1,330 | |
Interest rate swaps (Notional of $1,250 million at September 30, 2021 and December 31, 2020) | | Other noncurrent liabilities | | 2.73% | | December 31, 2022 | | $ | 40,701 | | | $ | 65,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Fair Values |
Derivative Financial Instruments | | Balance Sheet Location | | Weighted-Average Fixed Rate of Interest at June 30, 2022 | | Range of Maturity Dates at June 30, 2022 | | June 30, 2022 | | December 31, 2021 |
| | | | | | | | | | |
| | | | | | | | (in thousands) |
| | | | | | | | | | |
Interest rate swaps (Notional of $500 million at June 30, 2022 and $0 at December 31, 2021 | | Prepaid expenses and other current assets | | 2.51% | | December 31, 2022 | | $ | 329 | | | $ | — | |
Interest rate swaps (Notional of $750 million at June 30, 2022 and $1,250 million at December 31, 2021) | | Accounts payable and accrued liabilities | | 2.88% | | December 31, 2022 | | $ | 874 | | | $ | 28,777 | |
NA = not applicable.
The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| | | (in thousands) | | (in thousands) |
| Net unrealized (losses) gains recognized in other comprehensive income (loss) | $ | (646) | | | $ | 194 | | | $ | (62) | | | $ | (53,332) | | |
Net unrealized gains (losses) recognized in other comprehensive income (loss) | | Net unrealized gains (losses) recognized in other comprehensive income (loss) | $ | 5,051 | | | $ | (410) | | | $ | 13,985 | | | $ | 584 | |
Net unrealized losses reclassified out of other comprehensive income (loss) to interest expense | Net unrealized losses reclassified out of other comprehensive income (loss) to interest expense | $ | 9,788 | | | $ | 11,133 | | | $ | 30,288 | | | $ | 25,786 | | Net unrealized losses reclassified out of other comprehensive income (loss) to interest expense | $ | 7,534 | | | $ | 9,662 | | | $ | 16,979 | | | $ | 20,500 | |
As of SeptemberJune 30, 2021,2022, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $38.5$5.7 million.
Interest Expense
Interest expense was $82.3$97.1 million and $82.1$79.0 million for the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and $242.9$186.4 million and $244.3$160.5 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
NOTE 7—INCOME TAX
For the three and six months ended June 30, 2022, we incurred income tax expense in spite of reporting a loss before income taxes, primarily due to the unfavorable effects of the goodwill impairment charge and loss on the sale of our Merchant Solutions business in Russia for which no tax benefit was recognized. These unfavorable effects were partially offset by the favorable effects of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.
Our effective income tax rates for the three and ninesix months ended SeptemberJune 30, 2021 were 15.5%21.2% and 16.3%16.8%, respectively. Our effective income tax rates for the three and ninesix months ended SeptemberJune 30, 2021 differed favorably from the U.S. statutory rate primarily as a result of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction. Ourdeduction, each favorably affecting the effective income tax rate, for the nine months ended September 30, 2021 also includedand the effect of enacted tax law changes in the U.K. which required a remeasurement of deferred tax balances raising the effective rate, and was favorably affected by arate. A change in the assessment of the need for a valuation allowance related to foreign tax credit carryforwards. The effective rate for each period includescarryforwards also had a favorable effect on the effects of applicable state income taxes.
Our effective income tax rates for the three and nine months ended September 30, 2020 were 18.0% and 14.1%, respectively. Our effective income tax rate for the threesix months ended SeptemberJune 30, 2020 differed from the U.S. statutory rate primarily due to tax credits, foreign interest income not subject to tax, the foreign-derived intangible income deduction, changes in uncertain tax positions and the tax effect of a U.K. statutory income tax rate change that took effect during the quarter. Our effective income tax rate for the nine months ended September 30, 2020 differed from the U.S. statutory rate primarily due to tax credits, foreign interest income not subject to tax, the foreign-derived intangible income deduction and excess tax benefits of share-based awards. The effective rate for each period includes the effects of applicable state income taxes.2021.
NOTE 8—SHAREHOLDERS’ EQUITY
We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the three months ended SeptemberJune 30, 2022 and 2021, we repurchased and retired 4,232,2324,523,563 and 1,501,549 shares of our common stock at a cost, including commissions, of $740.8$600.3 million and $290.0 million, or $175.03$132.64 and $193.12 per share.share, respectively. During the threesix months ended SeptemberJune 30, 2020, there were no repurchases. During the nine months ended September 30,2022 and 2021, and 2020, we repurchased and retired 9,689,1819,039,189 and 2,094,7315,456,949 shares of our common stock at a cost, including commissions, of $1,813.7$1,250.0 million and $404.0$1,072.9 million, or $187.21 per share$138.29 and $192.85$196.65 per share, respectively. The activity for the ninesix months ended SeptemberJune 30, 2021 included the repurchase of 2,491,161 shares at an average price of $200.71 per share under an ASR agreement we entered into on February 10, 2021 with a financial institution to repurchase an aggregate of $500 million of our common stock during the ASR program purchase period, which ended on March 31, 2021.
As of SeptemberJune 30, 2021,2022, the remaining amount available under our share repurchase program was $949.2$1,107.0 million. On July 28, 2022, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $1.5 billion.
On OctoberJuly 28, 2021,2022, our board of directors declared a dividend of $0.25 per share payable on DecemberSeptember 30, 20212022 to common shareholders of record as of DecemberSeptember 16, 2021.2022.
NOTE 9—SHARE-BASED AWARDS AND STOCK OPTIONS
The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| | | (in thousands) | | (in thousands) | | (in thousands) |
| Share-based compensation expense | Share-based compensation expense | $ | 65,611 | | | $ | 42,276 | | | $ | 146,097 | | | $ | 105,081 | | Share-based compensation expense | $ | 47,014 | | | $ | 43,325 | | | $ | 85,414 | | | $ | 80,490 | |
Income tax benefit | Income tax benefit | $ | 16,224 | | | $ | 9,123 | | | $ | 34,595 | | | $ | 23,338 | | Income tax benefit | $ | 10,318 | | | $ | 9,972 | | | $ | 19,997 | | | $ | 18,371 | |
Share-Based Awards
The following table summarizes the changes in unvested restricted stock and performance awards for the ninesix months ended SeptemberJune 30, 2021:2022:
| | | Shares | | Weighted-Average Grant-Date Fair Value | | Shares | | Weighted-Average Grant-Date Fair Value |
| | | (in thousands) | | | (in thousands) | |
| Unvested at December 31, 2020 | 1,546 | | | $176.71 | | |
Unvested at December 31, 2021 | | Unvested at December 31, 2021 | 1,640 | | | $184.90 | |
Granted | Granted | 1,437 | | | 193.59 | | Granted | 1,450 | | | 138.20 | |
Vested | Vested | (1,162) | | | 153.99 | | Vested | (556) | | | 173.19 | |
Forfeited | Forfeited | (90) | | | 180.76 | | Forfeited | (79) | | | 162.21 | |
Unvested at September 30, 2021 | 1,731 | | | $183.74 | | |
Unvested at June 30, 2022 | | Unvested at June 30, 2022 | 2,455 | | | $160.65 | |
The total fair value of restricted stock and performance awards vested during the ninesix months ended SeptemberJune 30, 2022 and June 30, 2021 and September 30, 2020 was $178.9$96.4 million and $77.9$97.2 million, respectively.
For restricted stock and performance awards, we recognized compensation expense of $62.2$43.6 million and $38.9$39.9 million during the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and $135.6$78.7 million and $94.9$73.3 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. As of SeptemberJune 30, 2021,2022, there was $204.9$284.8 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.12.2 years.
Stock Options
The following table summarizes stock option activity for the ninesix months ended SeptemberJune 30, 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term | | Aggregate Intrinsic Value |
| | | | | | | |
| (in thousands) | | | | (years) | | (in millions) |
| | | | | | | |
Outstanding at December 31, 2020 | 1,253 | | | $93.66 | | | 6.3 | | $152.6 |
Granted | 112 | | | 196.06 | | | | | |
Forfeited | (1) | | | 113.48 | | | | | |
Exercised | (181) | | | 69.08 | | | | | |
Outstanding at September 30, 2021 | 1,183 | | | $106.98 | | | 6.0 | | $69.4 |
| | | | | | | |
Options vested and exercisable at September 30, 2021 | 908 | | | $86.45 | | | 5.3 | | $66.4 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term | | Aggregate Intrinsic Value |
| | | | | | | |
| (in thousands) | | | | (years) | | (in millions) |
| | | | | | | |
Outstanding at December 31, 2021 | 1,172 | | | $107.44 | | | 5.8 | | $47.4 |
Granted | 154 | | | 136.02 | | | | | |
Exercised | (61) | | | 69.15 | | | | | |
Outstanding at June 30, 2022 | 1,265 | | | $112.76 | | | 5.9 | | $24.5 |
| | | | | | | |
Options vested and exercisable at June 30, 2022 | 996 | | | $99.38 | | | 5.1 | | $24.5 |
We recognized compensation expense for stock options of $1.9$1.8 million and $2.4$1.8 million during the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and $6.0$3.6 million and $6.5$4.2 million forduring the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. The aggregate intrinsic value of stock options exercised during the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 was $23.4$3.8 million and $69.8$23.1 million, respectively. As of SeptemberJune 30, 2021,2022, we had $10.1$12.1 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.92.1 years.
The weighted-average grant-date fair value of stock options granted during the ninesix months ended SeptemberJune 30, 2022 and 2021 was $48.88 and 2020 was $65.99, and $54.85, respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:
| | | Nine Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 |
| Risk-free interest rate | Risk-free interest rate | 0.59% | | 1.24% | Risk-free interest rate | 1.87% | | 0.59% |
Expected volatility | Expected volatility | 40% | | 30% | Expected volatility | 40% | | 40% |
Dividend yield | Dividend yield | 0.44% | | 0.39% | Dividend yield | 0.56% | | 0.44% |
Expected term (years) | Expected term (years) | 5 | | 5 | Expected term (years) | 5 | | 5 |
The risk-free interest rate was based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility was based on our historical volatility. The dividend yield assumption was determined using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options.
NOTE 10—EARNINGS PER SHARE
Basic earnings per share ("EPS") was computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders was the same as reported net income (loss) attributable to Global Payments for all periods presented.
Diluted EPS is computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards that would have a dilutive effect on EPS. All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS. Due to a net loss for the three and six months ended June 30, 2022, no incremental shares are included in the computation of diluted earnings per share because the effect would be antidilutive. Approximately 2.0 million shares related to stock options and share-based awards were therefore excluded from the dilutive share base for the three and six months ended June 30, 2022. The dilutive share base for the three and ninesix months ended SeptemberJune 30, 2021 excluded approximately 234,813 shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share. The dilutive share base for the three and nine months ended September 30, 2020 excluded approximately 124,888 shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share.
The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| | | (in thousands) | | (in thousands) |
| Basic weighted-average number of shares outstanding | Basic weighted-average number of shares outstanding | 291,502 | | | 299,255 | | | 294,262 | | | 299,261 | | Basic weighted-average number of shares outstanding | 278,181 | | | 294,914 | | | 280,130 | | | 295,665 | |
Plus: Dilutive effect of stock options and other share-based awards | Plus: Dilutive effect of stock options and other share-based awards | 1,005 | | | 1,236 | | | 1,159 | | | 1,264 | | Plus: Dilutive effect of stock options and other share-based awards | — | | | 1,225 | | | — | | | 1,236 | |
Diluted weighted-average number of shares outstanding | Diluted weighted-average number of shares outstanding | 292,507 | | | 300,491 | | | 295,421 | | | 300,525 | | Diluted weighted-average number of shares outstanding | 278,181 | | | 296,139 | | | 280,130 | | | 296,901 | |
NOTE 11 - SUPPLEMENTAL BALANCE SHEET INFORMATION
Cash, cash equivalents and restricted cash
A reconciliation of the amounts of cash and cash equivalents and restricted cash in the consolidated balance sheets to the amount in the consolidated statements of cash flows as of September 30, 2021 and December 31, 2020 to the amounts in the consolidated balance sheets is as follows:
| | | September 30, 2021 | | December 31, 2020 | | June 30, 2022 | | December 31, 2021 |
| | | (in thousands) | | (in thousands) |
Cash and cash equivalents | Cash and cash equivalents | $ | 2,347,732 | | | $ | 1,945,868 | | Cash and cash equivalents | $ | 1,933,309 | | | $ | 1,979,308 | |
Restricted cash included in prepaid expenses and other current assets | Restricted cash included in prepaid expenses and other current assets | 120,882 | | | 143,903 | | Restricted cash included in prepaid expenses and other current assets | 165,802 | | | 143,715 | |
Cash included in assets held for sale | | Cash included in assets held for sale | 730 | | | — | |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 2,468,614 | | | $ | 2,089,771 | | Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 2,099,841 | | | $ | 2,123,023 | |
Accounts payable and accrued liabilities
At September 30, 2021 and December 31, 2020,2021, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $17.7$14.5 million and $48.4 million, respectively, for employee termination benefits resulting from integration activities related to our merger with Total System Services, Inc. (the "Merger"). During the three and six months ended SeptemberJune 30, 2021, and 2020, we recognized charges for employee termination benefits of $4.7$13.1 million and $8.1$38.3 million, respectively, which included $1.9$0.7 million and $1.2 million of share-based compensation expense, for the three months ended September 30, 2020. During the nine months ended September 30, 2021 and 2020, we recognized charges for employee termination benefits of $43.0 million
and $49.8 million, which included $1.2 million and $6.1 million of share-based compensation expense, respectively. As of September 30, 2021, the cumulative amount of recognized charges for employee termination benefits resulting from Merger-related integration activities was $183.4 million, which included $25.2 million of share-based compensation expense. These charges are recorded within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes. New obligations may arise and related expenses may be incurred as merger-relatedEmployee termination benefits from Merger-related integration activities continue inwere substantially complete as of December 31, 2021. There were no significant charges recognized during the three and six months ended June 30, 2022 and no significant remaining obligations to be paid as of June 30, 2022.
NOTE 12—ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Foreign Currency Translation Gains (Losses) | | Unrealized Gains (Losses) on Hedging Activities | | Other | | Accumulated Other Comprehensive Loss | | Foreign Currency Translation Gains (Losses) | | Unrealized Gains (Losses) on Hedging Activities | | Other | | Accumulated Other Comprehensive Loss |
| | | (in thousands) | | (in thousands) |
| Balance at March 31, 2022 | | Balance at March 31, 2022 | $ | (209,895) | | | $ | (34,567) | | | $ | (2,743) | | | $ | (247,205) | |
Other comprehensive (loss) income | | Other comprehensive (loss) income | (133,506) | | | 9,533 | | | — | | | (123,973) | |
Balance at June 30, 2022 | | Balance at June 30, 2022 | $ | (343,401) | | | $ | (25,034) | | | $ | (2,743) | | | $ | (371,178) | |
| Balance at March 31, 2021 | | Balance at March 31, 2021 | $ | (141,070) | | | $ | (72,575) | | | $ | 1,272 | | | $ | (212,373) | |
Other comprehensive income (loss) | | Other comprehensive income (loss) | 34,188 | | | 7,027 | | | (1,549) | | | 39,666 | |
Balance at June 30, 2021 | Balance at June 30, 2021 | $ | (106,882) | | | $ | (65,548) | | | $ | (277) | | | $ | (172,707) | | Balance at June 30, 2021 | $ | (106,882) | | | $ | (65,548) | | | $ | (277) | | | $ | (172,707) | |
Other comprehensive income (loss) | (74,983) | | | 6,934 | | | (2,209) | | | (70,258) | | |
Balance at September 30, 2021 | $ | (181,865) | | | $ | (58,614) | | | $ | (2,486) | | | $ | (242,965) | | |
| Balance at June 30, 2020 | $ | (361,133) | | | $ | (98,903) | | | $ | 890 | | | $ | (459,146) | | |
Other comprehensive income (loss) | 102,058 | | | 8,715 | | | (3,531) | | | 107,242 | | |
Balance at September 30, 2020 | $ | (259,075) | | | $ | (90,188) | | | $ | (2,641) | | | $ | (351,904) | | |
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was a loss of $(4.1)$(13.5) million and income of $8.8$2.7 million for the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Losses | | Unrealized Gains (Losses) on Hedging Activities | | Other | | Accumulated Other Comprehensive Loss |
| | | | | | | |
| (in thousands) |
| | | | | | | |
Balance at December 31, 2020 | $ | (114,227) | | | $ | (81,543) | | | $ | (6,503) | | | $ | (202,273) | |
Other comprehensive income (loss) | (67,638) | | | 22,929 | | | 4,017 | | | (40,692) | |
Balance at September 30, 2021 | $ | (181,865) | | | $ | (58,614) | | | $ | (2,486) | | | $ | (242,965) | |
| | | | | | | |
Balance at December 31, 2019 | $ | (241,899) | | | $ | (69,319) | | | $ | 647 | | | $ | (310,571) | |
Other comprehensive loss | (17,176) | | | (20,869) | | | (3,288) | | | (41,333) | |
Balance at September 30, 2020 | $ | (259,075) | | | $ | (90,188) | | | $ | (2,641) | | | $ | (351,904) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Gains (Losses) | | Unrealized Gains (Losses) on Hedging Activities | | Other | | Accumulated Other Comprehensive Loss |
| | | | | | | |
| (in thousands) |
| | | | | | | |
Balance at December 31, 2021 | $ | (182,949) | | | $ | (48,490) | | | $ | (2,743) | | | $ | (234,182) | |
Other comprehensive (loss) income | (160,452) | | | 23,456 | | | — | | | (136,996) | |
Balance at June 30, 2022 | $ | (343,401) | | | $ | (25,034) | | | $ | (2,743) | | | $ | (371,178) | |
| | | | | | | |
Balance at December 31, 2020 | $ | (114,227) | | | $ | (81,543) | | | $ | (6,503) | | | $ | (202,273) | |
Other comprehensive income | 7,345 | | | 15,995 | | | 6,226 | | | 29,566 | |
Balance at June 30, 2021 | $ | (106,882) | | | $ | (65,548) | | | $ | (277) | | | $ | (172,707) | |
Other comprehensive income (loss)loss attributable to noncontrolling interests, which relates only to foreign currency translation, was a loss of $(7.4)$18.8 million and income of $7.5$3.2 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
NOTE 13—SEGMENT INFORMATION
We operate in 3 reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions. We evaluate performance and allocate resources based on the operating income of each operating segment. The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Corporate. Impairment of goodwill and gains or losses on business dispositions are not included in segment operating income. Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments, net of tax, are not allocated to the individual segments. We do not evaluate the performance of or allocate resources to our operating segments using asset data. The accounting policies of the reportable operating segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 20202021 and our summary of significant accounting policies in "Note 1 - 1—Basis of Presentation and Summary of Significant Accounting Policies."
During the first quarter of 2022, the recently acquired operations of MineralTree were reassigned to the Issuer Solutions segment to reflect how the business will be managed going forward. As a result of the planned divestiture of the consumer portion of our Business and Consumer Solutions segment, we anticipate that we will realign the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment during the third quarter of 2022 to reflect how the business will be managed going forward. We would begin reporting on the revised basis during the third quarter of 2022 and recast prior periods to reflect the change in segment reporting.
Information on segments and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization waswere as follows for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020:2021:
| | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Six Months Ended |
| | September 30, 2021 | | September 30, 2020 | | September 30, 2021 | | September 30, 2020 | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| | | (in thousands) | | (in thousands) |
| Revenues:(1) | Revenues:(1) | | Revenues:(1) | |
Merchant Solutions | Merchant Solutions | $ | 1,495,898 | | | $ | 1,243,961 | | | $ | 4,190,524 | | | $ | 3,460,785 | | Merchant Solutions | $ | 1,581,716 | | | $ | 1,426,755 | | | $ | 3,054,735 | | | $ | 2,694,627 | |
Issuer Solutions | Issuer Solutions | 522,166 | | | 487,409 | | | 1,528,349 | | | 1,461,196 | | Issuer Solutions | 534,471 | | | 505,932 | | | 1,045,972 | | | 1,006,183 | |
Business and Consumer Solutions | Business and Consumer Solutions | 207,670 | | | 204,106 | | | 678,611 | | | 624,774 | | Business and Consumer Solutions | 187,632 | | | 227,355 | | | 383,404 | | | 470,941 | |
Intersegment eliminations | Intersegment eliminations | (23,397) | | | (17,661) | | | (67,703) | | | (53,390) | | Intersegment eliminations | (22,913) | | | (22,605) | | | (46,951) | | | (44,307) | |
Consolidated revenues | Consolidated revenues | $ | 2,202,337 | | | $ | 1,917,815 | | | $ | 6,329,781 | | | $ | 5,493,365 | | Consolidated revenues | $ | 2,280,906 | | | $ | 2,137,437 | | | $ | 4,437,160 | | | $ | 4,127,444 | |
| Operating income (loss)(1)(2): | | |
Operating income (loss)(1): | | Operating income (loss)(1): | |
Merchant Solutions | Merchant Solutions | $ | 488,407 | | | $ | 344,981 | | | $ | 1,265,689 | | | $ | 824,212 | | Merchant Solutions | $ | 535,359 | | | $ | 437,293 | | | $ | 979,889 | | | $ | 777,283 | |
Issuer Solutions | Issuer Solutions | 77,692 | | | 70,800 | | | 220,954 | | | 188,131 | | Issuer Solutions | 67,715 | | | 74,806 | | | 125,816 | | | 143,262 | |
Business and Consumer Solutions | Business and Consumer Solutions | 35,233 | | | 31,052 | | | 139,439 | | | 110,358 | | Business and Consumer Solutions | 31,726 | | | 42,283 | | | 65,385 | | | 104,205 | |
Corporate | (201,249) | | | (156,414) | | | (588,182) | | | (480,730) | | |
Consolidated operating income | $ | 400,083 | | | $ | 290,419 | | | $ | 1,037,900 | | | $ | 641,971 | | |
Corporate(2) | | Corporate(2) | (179,372) | | | (191,824) | | | (339,715) | | | (386,933) | |
Impairment of goodwill(3) | | Impairment of goodwill(3) | (833,075) | | | — | | | (833,075) | | | — | |
Loss on business dispositions(4) | | Loss on business dispositions(4) | (152,211) | | | — | | | (152,211) | | | — | |
Consolidated operating income (loss) | | Consolidated operating income (loss) | $ | (529,858) | | | $ | 362,558 | | | $ | (153,911) | | | $ | 637,817 | |
| Depreciation and amortization:(1) | Depreciation and amortization:(1) | | Depreciation and amortization:(1) | |
Merchant Solutions | Merchant Solutions | $ | 244,055 | | | $ | 238,946 | | | $ | 743,154 | | | $ | 708,808 | | Merchant Solutions | $ | 248,891 | | | $ | 248,503 | | | $ | 498,852 | | | $ | 499,099 | |
Issuer Solutions | Issuer Solutions | 145,530 | | | 137,965 | | | 435,831 | | | 410,955 | | Issuer Solutions | 153,457 | | | 145,691 | | | 305,580 | | | 290,300 | |
Business and Consumer Solutions | Business and Consumer Solutions | 21,209 | | | 23,957 | | | 65,066 | | | 71,712 | | Business and Consumer Solutions | 20,268 | | | 21,938 | | | 40,536 | | | 43,858 | |
Corporate | Corporate | 7,767 | | | 6,031 | | | 22,127 | | | 15,917 | | Corporate | 4,960 | | | 5,912 | | | 11,280 | | | 14,359 | |
Consolidated depreciation and amortization | Consolidated depreciation and amortization | $ | 418,561 | | | $ | 406,899 | | | $ | 1,266,178 | | | $ | 1,207,392 | | Consolidated depreciation and amortization | $ | 427,576 | | | $ | 422,044 | | | $ | 856,248 | | | $ | 847,616 | |
(1) Revenues, operating income (loss) and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates and the effects of divested businesses through the respective disposal dates. See “Note 2—Acquisition” and “Note 3—Business Dispositions” for further discussion.
(2) Operating loss for Corporate included acquisition and integration expenses of $70.7$61.4 million and $57.6$76.8 million during the three months ended SeptemberJune 30, 2022 and 2021, respectively. Operating loss for Corporate included acquisition and 2020, respectively, and $237.7integration expenses of $109.5 million and $208.0$167.0 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
(3) During the three and six months ended June 30, 2022, consolidated operating loss included a $833.1 million goodwill impairment charge related to the Business and Consumer Solutions reporting unit. See “Note 5—Goodwill and Other Intangible Assets” for further discussion.
(4) During the three and six months ended June 30, 2022, consolidated operating loss included a $127.2 million loss on the sale of our Merchant Solutions business in Russia and a charge for the estimated costs to sell our consumer business.
NOTE 14—COMMITMENTS AND CONTINGENCIES
Purchase Obligations
We have contractual obligations related to service arrangements with suppliers for fixed or minimum amounts. Future minimum payments at September 30, 2021 for purchase obligations were as follows (in thousands):
| | | | | |
Year Ending December 31: | |
2021 | $ | 182,374 | |
2022 | 261,049 | |
2023 | 199,775 | |
2024 | 133,911 | |
2025 | 156,296 | |
2026 | 188,874 | |
2027 and thereafter | 771,046 | |
Total future minimum payments | $ | 1,893,325 | |
Legal Matters
We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows.
On September 23, 2019, a jury in the Superior Court of Dekalb County Georgia, awarded Frontline Processing Corp. ("Frontline") $135.2 million in damages, costs and attorney's fees (plus interest) following a trial of a breach of contract dispute between Frontline and Global Payments, wherein Frontline alleged that Global Payments violated provisions of the parties' Referral Agreement and Master Services Agreement. The Superior Court entered a final judgment on the verdict in favor of Frontline on September 30, 2019. We appealed the decision to the Georgia Court of Appeals. On June 30, 2021, a panel of the Georgia Court of Appeals unanimously reversed the judgment, including the entire damages award. We previously determined that it was not probable that a loss had been incurred under the applicable accounting standard (ASC Topic 450, Contingencies); therefore, the reversal of the judgment did not affect our consolidated financial statements.
NOTE 15—SUBSEQUENT EVENTS
Visa Preferred Shares
Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe"). On June 21, 2016, Visa Inc. ("Visa") acquired all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa. The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028 (subject to a holdback to cover any then pending claims). On July 1, 2022, in connection with the second mandatory release assessment, we received notice that a portion of the Series B and C convertible preferred shares will be converted by Visa subject to a review period as required by the terms of the original transaction. We expect the review period will be completed during the third quarter of 2022, at which time we expect to recognize a gain of $13.6 million.
Pending Business Acquisition and Related Bridge Facility
On August 1, 2022, we entered into a merger agreement to acquire all outstanding equity of EVO Payments, Inc. (“EVO”) for $34 per share, or approximately $3.4 billion in preliminary estimated cash consideration to be transferred to EVO shareholders, which equates to an enterprise value of approximately $4 billion. EVO is a leading payment technology and services provider, offering an array of innovative, reliable, and secure payment solutions to merchants ranging from small and middle market merchant enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence and augments our business-to-business software and payment solutions business. The acquisition is expected to close prior to the end of first quarter of 2023, subject to regulatory and shareholder approvals.
In connection with our entry into the merger agreement, on August 1, 2022, we obtained commitments for a $4.3 billion, 364-day senior unsecured bridge facility (the "Bridge Facility"). The Bridge Facility establishes an unsecured capital structure under which we can refinance our Senior Unsecured Credit Facilities in order to pay the cash consideration to acquire all outstanding equity of EVO in accordance with the terms of the merger agreement, refinance certain outstanding indebtedness of EVO in connection with the acquisition and pay related transaction fees and expenses. We expect to execute permanent financing prior to the closing of the acquisition that will eliminate the need for the Bridge Facility commitments. Estimated fees associated with the Bridge Facility of $17.3 million will be amortized to interest expense through the expected date of termination of the Bridge Facility commitment.
Convertible Senior Notes
On August 1, 2022, we entered into an investment agreement with Silver Lake Partners relating to the issuance of $1.5 billion in aggregate principal amount of 1.0% convertible unsecured senior notes (‘Convertible Notes”) due 2029 in a private placement. The interest rate of the Convertible Notes is fixed at 1.0% per annum and is payable semi-annually. The Convertible Notes are convertible at the option of the holder after 18 months at a 15% conversion premium. Upon conversion of the Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
In connection with the offering of the Convertible Notes, we expect to enter into a convertible note hedge transaction with certain bank counterparties whereby we have the option to purchase shares of our common stock. In addition, we expect to sell warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase shares of our common stock. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset the dilutive effect from the conversion of the Convertible Notes.
ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. This discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our actual results could differ materially from the results anticipated by our forward-looking statements.
Executive Overview
We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world.
On September 18, 2019, we mergedWe have grown organically as well as through acquisitions. We continue to invest in new technology solutions and innovation, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms. These investments include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers, along with Total System Services, Inc. ("TSYS") (the "Merger").migration of certain underlying technology platforms to cloud environments to enhance performance, improve speed to market and drive cost efficiencies. We continue to execute on merger and integration activities, such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies. We also continue to invest in new technology solutions, infrastructure to support our growing business and the continued consolidation and enhancement of our operating platforms.
Highlights related to our financial condition at SeptemberJune 30, 20212022 and results of operations for the three and ninesix months then ended include the following:
•Consolidated revenues for the three and ninesix months ended SeptemberJune 30, 20212022 increased to $2,202.3$2,280.9 million and $6,329.8$4,437.2 million, respectively, compared to $1,917.8$2,137.4 million and $5,493.4$4,127.4 million, respectively, for the prior year. The increase in consolidated revenues iswas primarily due to an increase in transaction volumes from continued economic recovery as COVID-19 restrictions eased anda result of growth in customer base, acceleration in the use of digital payment solutions.solutions and continued economic recovery from the effects of the COVID-19 pandemic, slightly offset by the effects of unfavorable foreign currency exchange rates and lower spending volumes in our Business and Consumer Solutions segment as individual stimulus payments and supplementary unemployment amounts distributed to our customers by the U.S. government in the first half of 2021 did not recur in 2022.
•During the first quarter of 2022, we commenced a strategic evaluation of the consumer portion of our Business and Consumer Solutions segment, and the consumer business met the criteria for classification as held for sale in our consolidated balance sheet as of June 30, 2022. On July 31, 2022, we entered into a definitive agreement to sell the consumer business for $1 billion. We will provide up to $675 million of seller financing and $80 million of future services in connection with the sale. The transaction is expected to close prior to the end of the first quarter of 2023. Consolidated operating incomeloss for the three and ninesix months ended SeptemberJune 30, 2021 increased2022 included the effects of a $833.1 million goodwill impairment charge related to $400.1the Business and Consumer Solutions reporting unit.
•We sold our Merchant Solutions business in Russia effective April 29, 2022 for cash proceeds of $9 million and $1,037.9 million, respectively, compared to $290.4 million and $642.0 million, respectively, for the prior year. Operating margin for the three and nine months ended September 30, 2021 increased to 18.2% and 16.4%, respectively, compared to 15.1% and 11.7%, respectively, for the prior year. The increase in consolidatedrecognized a loss on sale of $127.2 million.
•Merchant Solutions segment operating income and operating margin for the three and ninesix months ended SeptemberJune 30, 2021 is2022 increased compared to the prior year primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues, and favorablecontinued prudent expense management. Issuer Solutions segment operating income and operating margin for the three and six months ended June 30, 2022 decreased compared to the prior year primarily due to the effects of Merger-related cost synergies.
•On June 10, 2021, we acquired Zego, a real estate technology company that provides a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States, for cash consideration of approximately $933 million. This acquisition aligns with our technology-enabled, software driven strategy and expands our business into a new vertical market.
•On February 26, 2021, we issued $1.1 billion aggregate principal amount of 1.200% senior unsecured notes due February 2026. We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.unfavorable foreign currency exchange rates.
COVID-19 UpdateSubsequent Events
Since early 2020, the global economy has been,
Pending Business Acquisition and continuesRelated Bridge Facility
On August 1, 2022, we entered into a merger agreement to acquire all outstanding equity of EVO Payments, Inc. (“EVO”) for $34 per share, or approximately $3.4 billion in preliminary estimated cash consideration to be affected bytransferred to EVO shareholders, which equates to an enterprise value of approximately $4 billion. EVO is a leading payment technology and services provider, offering an array of innovative, reliable, and secure payment solutions to merchants ranging from small and middle market merchant enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence and augments our business-to-business software and payment solutions business. The acquisition is expected to close prior to the end of first quarter of 2023, subject to regulatory and shareholder approvals.
In connection with our entry into the merger agreement, on August 1, 2022, we obtained commitments for a $4.3 billion, 364-day senior unsecured bridge facility (the "Bridge Facility"). The Bridge Facility establishes an unsecured capital structure under which we can refinance our Senior Unsecured Credit Facilities in order to pay the cash consideration to acquire all outstanding equity of EVO in accordance with the terms of the merger agreement, refinance certain outstanding indebtedness of EVO in connection with the acquisition and pay related transaction fees and expenses. We expect to execute permanent financing prior to the closing of the acquisition that will eliminate the need for the Bridge Facility commitments. Estimated fees associated with the Bridge Facility of $17.3 million will be amortized to interest expense through the expected date of termination of the Bridge Facility commitment.
Convertible Senior Notes
On August 1, 2022, we entered into an investment agreement with Silver Lake Partners relating to the issuance of $1.5 billion in aggregate principal amount of 1.0% convertible unsecured senior notes (‘Convertible Notes”) due 2029 in a private placement. The interest rate of the Convertible Notes is fixed at 1.0% per annum and is payable semi-annually. The Convertible Notes are convertible at the option of the holder after 18 months at a 15% conversion premium. Upon conversion of the Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
In connection with the offering of the Convertible Notes, we expect to enter into a convertible note hedge transaction with certain bank counterparties whereby we have the option to purchase shares of our common stock. In addition, we expect to sell warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase shares of our common stock. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset the dilutive effect from the conversion of the Convertible Notes.
Effects of COVID-19 pandemic. and Other Global Events
COVID-19
The COVID-19 pandemic has caused and may continue to cause significant disruptions to businesses and markets worldwide asthrough the continued spread of the virus, spreadsincluding through a resurgence of COVID-19 cases or has a resurgenceemergence of new virus variants in certain jurisdictions. Beginning in mid-March 2020,The pandemic and measures to prevent its spread have affected and may continue to affect our financial results were affected by decreasedin various geographic locations as a result of volatility in spending and transaction volumes as governments implemented measures in an effort to contain the virus, including lockdowns, physical distancing, travel restrictions, limitations on public gatherings, work from home and restrictions on nonessential businesses. We have seen improvement in our financial results during the latter half of 2020 and into 2021 as governments began to graduallyimplement or ease restrictions and provide economic stimulus and vaccine distribution accelerated, leadingin response to an increase in spending and transaction volumes.the virus. While we continue to see signs of economic recovery, which has positively affected our financial results, in 2021 to date compared to the prior year, the rate of recovery on a global basis has been and may continue to be affected by additional developments related to COVID-19.
At the onset of the pandemic, we took early actions to preserve our available capitalCOVID-19 as well as other global events and provide financial flexibility in response to the effects of COVID-19 on our business, including the temporary reduction of certain operating expenses, employee compensation costs, other discretionary spending and planned capital expenditures, adding to the strength of our financial profile. Certain operating expenses, capital expenditures and other investments in the business have recently returned to more normalized levels. We expect to continue to make significant capital investments in the business while also continuing to manage other discretionary spending.economic conditions. We continue to closely monitor the COVID-19 pandemic; however, the implications on future global economic conditions and related effects on our business and financial condition are difficult to predict due to continuing uncertainties around the ultimate severity, scope and duration of the pandemic, the availabilityvaccine administration rates and effectivenessefficacy, resurgence of treatments or vaccines, resurgence risk asCOVID-19 cases and emergence of new virus variants are identified and the direction or extent of current or future restrictive actions that may be imposed by governments or public health authorities.
Invasion of Ukraine by Russia
We also continue to evaluate the potential effects on our business from other economic conditions and global events, including the ongoing Russia invasion of Ukraine that began in February 2022. In response to the invasion of Ukraine by Russia, economic sanctions were imposed on individuals and entities in Russia, including financial institutions, by governments around the world, including the U.S. and the European Union. Prior to sale, our business in Russia represented an immaterial portion of our operations and financial results. We have no team members or operations in Ukraine.
The invasion of Ukraine by Russia and the sanctions and other measures imposed in response to this situation have increased the level of economic and political uncertainty in Russia and other areas of the world. Risks associated with heightened geopolitical and economic instability include, among others, reduction in consumer, government or corporate spending, international sanctions, embargoes, heightened inflation, volatility in global financial markets and foreign currency rates, increased cyber disruptions and higher supply chain costs. The extent to which the effects of the invasion of Ukraine by Russia will affect the global economy and our operations outside of Russia is difficult to predict at this time. However, a significant escalation, expansion of the scope or continuation of the related economic disruption could have an adverse effect on our business and financial results.
Foreign Currency Exchange Rate Risk
We also continue to monitor other potential effects on our financial statements as a result of these and other global developments, including fluctuations in foreign currency and actions taken by central banks to counter inflation. Certain of our operations are conducted in foreign currencies. Consequently, a portion of our revenues and expenses may be affected by fluctuations in foreign currency exchange rates. Recently, the US dollar has strengthened against certain foreign currencies in the markets in which we operate. For the three and six months ended June 30, 2022, currency exchange rate fluctuations decreased our consolidated revenues by approximately $42.2 million and $56.9 million, respectively, and decreased our operating income by approximately $11.7 million and $16.4 million, respectively, calculated by converting revenues and operating income for the current year in local currencies using exchange rates for the prior year. A continuation or worsening of fluctuations in foreign currency exchange rates could result in an adverse effect on our future financial results; however, we are unable to predict the extent of the potential effect on our financial results.
For a further discussion of trends, uncertainties and other factors that could affect our future operating results, related to the effects of the COVID-19 pandemic, see the section entitled "Risk Factors" in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020.2021 and subsequent filings we make with the SEC, including this Quarterly Report on Form 10-Q.
Results of Operations
We operate in three reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions. We evaluate performance and allocate resources based on the operating income of each operating segment. During the first quarter of 2022, the recently acquired operations of MineralTree were reassigned to the Issuer Solutions segment to reflect how the business will be managed going forward. As a result of the planned divestiture of the consumer portion of our Business and Consumer Solutions segment, we anticipate that we will realign the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment during the third quarter of 2022 to reflect how the business will be managed going forward. We would begin reporting on the revised basis during the third quarter of 2022 and recast prior periods to reflect the change in segment reporting. For further information about our reportable segments, see "Item 1. Business—Business Segments" within our Annual Report on Form 10-K for the year ended December 31, 2020,2021, incorporated herein by reference, and "Note 13—Segment Information" in the notes to the accompanying unaudited consolidated financial statements.
The following table sets forth key selected financial data for the three months ended SeptemberJune 30, 20212022 and 2020,2021, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount. The income statement data for the three months ended SeptemberJune 30, 20212022 and 20202021 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 - Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2021 | | % of Revenues(1) | | Three Months Ended September 30, 2020 | | % of Revenues(1) | | $ Change | | % Change |
| | | | | | | | | | | |
| (dollar amounts in thousands) |
| | | | | | | | | | | |
Revenues(2): | | | | | | | | | | | |
Merchant Solutions | $ | 1,495,898 | | | 67.9 | % | | $ | 1,243,961 | | | 64.9 | % | | $ | 251,937 | | | 20.3 | % |
Issuer Solutions | 522,166 | | | 23.7 | % | | 487,409 | | | 25.4 | % | | 34,757 | | | 7.1 | % |
Business and Consumer Solutions | 207,670 | | | 9.4 | % | | 204,106 | | | 10.6 | % | | 3,564 | | | 1.7 | % |
Intersegment eliminations | (23,397) | | | (1.1) | % | | (17,661) | | | (0.9) | % | | (5,736) | | | 32.5 | % |
Consolidated revenues | $ | 2,202,337 | | | 100.0 | % | | $ | 1,917,815 | | | 100.0 | % | | $ | 284,522 | | | 14.8 | % |
| | | | | | | | | | | |
Consolidated operating expenses(2): | | | | | | | | | | | |
Cost of service | $ | 944,172 | | | 42.9 | % | | $ | 900,921 | | | 47.0 | % | | $ | 43,251 | | | 4.8 | % |
Selling, general and administrative | 858,082 | | | 39.0 | % | | 726,475 | | | 37.9 | % | | 131,607 | | | 18.1 | % |
Operating expenses | $ | 1,802,254 | | | 81.8 | % | | $ | 1,627,396 | | | 84.9 | % | | $ | 174,858 | | | 10.7 | % |
| | | | | | | | | | | |
Operating income (loss)(2)(3): | | | | | | | | | | | |
Merchant Solutions | $ | 488,407 | | | 22.2 | % | | $ | 344,981 | | | 18.0 | % | | $ | 143,426 | | | 41.6 | % |
Issuer Solutions | 77,692 | | | 3.5 | % | | 70,800 | | | 3.7 | % | | 6,892 | | | 9.7 | % |
Business and Consumer Solutions | 35,233 | | | 1.6 | % | | 31,052 | | | 1.6 | % | | 4,181 | | | 13.5 | % |
Corporate | (201,249) | | | (9.1) | % | | (156,414) | | | (8.2) | % | | (44,835) | | | 28.7 | % |
Operating income | $ | 400,083 | | | 18.2 | % | | $ | 290,419 | | | 15.1 | % | | $ | 109,664 | | | 37.8 | % |
| | | | | | | | | | | |
Operating margin(2): | | | | | | | | | | | |
Merchant Solutions | 32.6 | % | | | | 27.7 | % | | | | 4.9 | % | | |
Issuer Solutions | 14.9 | % | | | | 14.5 | % | | | | 0.4 | % | | |
Business and Consumer Solutions | 17.0 | % | | | | 15.2 | % | | | | 1.8 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 | | % of Revenues(1) | | Three Months Ended June 30, 2021 | | % of Revenues(1) | | $ Change | | % Change |
| | | | | | | | | | | |
| (dollar amounts in thousands) |
| | | | | | | | | | | |
Revenues(2): | | | | | | | | | | | |
Merchant Solutions | $ | 1,581,716 | | | 69.3 | % | | $ | 1,426,755 | | | 66.8 | % | | $ | 154,961 | | | 10.9 | % |
Issuer Solutions | 534,471 | | | 23.4 | % | | 505,932 | | | 23.7 | % | | 28,539 | | | 5.6 | % |
Business and Consumer Solutions | 187,632 | | | 8.2 | % | | 227,355 | | | 10.6 | % | | (39,723) | | | (17.5) | % |
Intersegment eliminations | (22,913) | | | (1.0) | % | | (22,605) | | | (1.1) | % | | (308) | | | 1.4 | % |
Consolidated revenues | $ | 2,280,906 | | | 100.0 | % | | $ | 2,137,437 | | | 100.0 | % | | $ | 143,469 | | | 6.7 | % |
| | | | | | | | | | | |
Consolidated operating expenses(2): | | | | | | | | | | | |
Cost of service | $ | 962,299 | | | 42.2 | % | | $ | 936,310 | | | 43.8 | % | | $ | 25,989 | | | 2.8 | % |
Selling, general and administrative | 863,179 | | | 37.8 | % | | 838,569 | | | 39.2 | % | | 24,610 | | | 2.9 | % |
Impairment of goodwill(4) | 833,075 | | | 36.5 | % | | — | | | — | % | | 833,075 | | | NM |
Loss on business dispositions(5) | 152,211 | | | 6.7 | % | | — | | | — | % | | 152,211 | | | NM |
Operating expenses | $ | 2,810,764 | | | 123.2 | % | | $ | 1,774,879 | | | 83.0 | % | | $ | 1,035,885 | | | 58.4 | % |
| | | | | | | | | | | |
Operating income (loss)(2): | | | | | | | | | | | |
Merchant Solutions | $ | 535,359 | | | 23.5 | % | | $ | 437,293 | | | 20.5 | % | | $ | 98,066 | | | 22.4 | % |
Issuer Solutions | 67,715 | | | 3.0 | % | | 74,806 | | | 3.5 | % | | (7,091) | | | (9.5) | % |
Business and Consumer Solutions | 31,726 | | | 1.4 | % | | 42,283 | | | 2.0 | % | | (10,557) | | | (25.0) | % |
Corporate(3) | (179,372) | | | (7.9) | % | | (191,824) | | | (9.0) | % | | 12,452 | | | (6.5) | % |
Impairment of goodwill(4) | (833,075) | | | (36.5) | % | | — | | | — | % | | (833,075) | | | NM |
Loss on business dispositions(5) | (152,211) | | | (6.7) | % | | — | | | — | % | | (152,211) | | | NM |
Operating income (loss) | $ | (529,858) | | | (23.2) | % | | $ | 362,558 | | | 17.0 | % | | $ | (892,416) | | | (246.1) | % |
| | | | | | | | | | | |
Operating margin(2): | | | | | | | | | | | |
Merchant Solutions | 33.8 | % | | | | 30.6 | % | | | | 3.2 | % | | |
Issuer Solutions | 12.7 | % | | | | 14.8 | % | | | | (2.1) | % | | |
Business and Consumer Solutions | 16.9 | % | | | | 18.6 | % | | | | (1.7) | % | | |
NM = Not meaningful
(1) Percentage amounts may not sum to the total due to rounding.
(2) Revenues, consolidated operating expense,expenses, operating income (loss) and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of divested businesses through the respective disposal dates. For the three months ended June 30, 2022, the consumer business contributed $161.6 million to revenues and $21.9 million to operating income of the Business and Consumer Solutions segment. For the three months ended June 30, 2021, the consumer business contributed $204.6 million to revenues and $33.9 million to operating income of the Business and Consumer Solutions segment. See “Note 2—Acquisition” and “Note 3—Business Dispositions” for further discussion.
(3)Operating loss for Corporate included acquisition and integration expenses of $70.7$61.4 million and $57.6$76.8 million during the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
(4) During the three months ended June 30, 2022, consolidated operating loss included a $833.1 million goodwill impairment charge related to the Business and Consumer Solutions reporting unit. See “Note 5—Goodwill and Other Intangible Assets” for further discussion.
(5) During the three months ended June 30, 2022, consolidated operating loss included a $127.2 million loss on the sale of our Merchant Solutions business in Russia and a charge for the estimated costs to sell our consumer business.
The following table sets forth key selected financial data for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount. The income statement data for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 - Financial Statements.
| | | Nine Months Ended September 30, 2021 | | % of Revenues(1) | | Nine Months Ended September 30, 2020 | | % of Revenues(1) | | $ Change | | % Change | | Six Months Ended June 30, 2022 | | % of Revenues(1) | | Six Months Ended June 30, 2021 | | % of Revenues(1) | | $ Change | | % Change |
| | | (dollar amounts in thousands) | | (dollar amounts in thousands) |
| Revenues(2): | Revenues(2): | | Revenues(2): | |
Merchant Solutions | Merchant Solutions | $ | 4,190,524 | | | 66.2 | % | | $ | 3,460,785 | | | 63.0 | % | | $ | 729,739 | | | 21.1 | % | Merchant Solutions | $ | 3,054,735 | | | 68.8 | % | | $ | 2,694,627 | | | 65.3 | % | | $ | 360,108 | | | 13.4 | % |
Issuer Solutions | Issuer Solutions | 1,528,349 | | | 24.1 | % | | 1,461,196 | | | 26.6 | % | | 67,153 | | | 4.6 | % | Issuer Solutions | 1,045,972 | | | 23.6 | % | | 1,006,183 | | | 24.4 | % | | 39,789 | | | 4.0 | % |
Business and Consumer Solutions | Business and Consumer Solutions | 678,611 | | | 10.7 | % | | 624,774 | | | 11.4 | % | | 53,837 | | | 8.6 | % | Business and Consumer Solutions | 383,404 | | | 8.6 | % | | 470,941 | | | 11.4 | % | | (87,537) | | | (18.6) | % |
Intersegment eliminations | Intersegment eliminations | (67,703) | | | (1.1) | % | | (53,390) | | | (1.0) | % | | (14,313) | | | 26.8 | % | Intersegment eliminations | (46,951) | | | (1.1) | % | | (44,307) | | | (1.1) | % | | (2,644) | | | 6.0 | % |
Consolidated revenues | Consolidated revenues | $ | 6,329,781 | | | 100.0 | % | | $ | 5,493,365 | | | 100.0 | % | | $ | 836,416 | | | 15.2 | % | Consolidated revenues | $ | 4,437,160 | | | 100.0 | % | | $ | 4,127,444 | | | 100.0 | % | | $ | 309,716 | | | 7.5 | % |
| Consolidated operating expenses(2): | Consolidated operating expenses(2): | | Consolidated operating expenses(2): | |
Cost of service | Cost of service | $ | 2,805,728 | | | 44.3 | % | | $ | 2,728,532 | | | 49.7 | % | | $ | 77,196 | | | 2.8 | % | Cost of service | $ | 1,919,457 | | | 43.3 | % | | $ | 1,861,556 | | | 45.1 | % | | $ | 57,901 | | | 3.1 | % |
Selling, general and administrative | Selling, general and administrative | 2,486,153 | | | 39.3 | % | | 2,122,862 | | | 38.6 | % | | 363,291 | | | 17.1 | % | Selling, general and administrative | 1,686,328 | | | 38.0 | % | | 1,628,071 | | | 39.4 | % | | 58,257 | | | 3.6 | % |
Impairment of goodwill(4) | | Impairment of goodwill(4) | 833,075 | | | 18.8 | % | | — | | | — | % | | 833,075 | | | NM |
Loss on business dispositions(5) | | Loss on business dispositions(5) | 152,211 | | | 3.4 | % | | — | | | — | % | | 152,211 | | | NM |
Operating expenses | Operating expenses | $ | 5,291,881 | | | 83.6 | % | | $ | 4,851,394 | | | 88.3 | % | | $ | 440,487 | | | 9.1 | % | Operating expenses | $ | 4,591,071 | | | 103.5 | % | | $ | 3,489,627 | | | 84.5 | % | | $ | 1,101,444 | | | 31.6 | % |
| Operating income (loss)(2)(3): | | |
Operating income (loss)(2): | | Operating income (loss)(2): | |
Merchant Solutions | Merchant Solutions | $ | 1,265,689 | | | 20.0 | % | | $ | 824,212 | | | 15.0 | % | | $ | 441,477 | | | 53.6 | % | Merchant Solutions | $ | 979,889 | | | 22.1 | % | | $ | 777,283 | | | 18.8 | % | | $ | 202,606 | | | 26.1 | % |
Issuer Solutions | Issuer Solutions | 220,954 | | | 3.5 | % | | 188,131 | | | 3.4 | % | | 32,823 | | | 17.4 | % | Issuer Solutions | 125,816 | | | 2.8 | % | | 143,262 | | | 3.5 | % | | (17,446) | | | (12.2) | % |
Business and Consumer Solutions | Business and Consumer Solutions | 139,439 | | | 2.2 | % | | 110,358 | | | 2.0 | % | | 29,081 | | | 26.4 | % | Business and Consumer Solutions | 65,385 | | | 1.5 | % | | 104,205 | | | 2.5 | % | | (38,820) | | | (37.3) | % |
Corporate | (588,182) | | | (9.3) | % | | (480,730) | | | (8.8) | % | | (107,452) | | | 22.4 | % | |
Operating income | $ | 1,037,900 | | | 16.4 | % | | $ | 641,971 | | | 11.7 | % | | $ | 395,929 | | | 61.7 | % | |
Corporate(3) | | Corporate(3) | (339,715) | | | (7.7) | % | | (386,933) | | | (9.4) | % | | 47,218 | | | (12.2) | % |
Impairment of goodwill(4) | | Impairment of goodwill(4) | (833,075) | | | (18.8) | % | | — | | | — | % | | (833,075) | | | NM |
Loss on business dispositions(5) | | Loss on business dispositions(5) | (152,211) | | | (3.4) | % | | — | | | — | % | | (152,211) | | | NM |
Operating income (loss) | | Operating income (loss) | $ | (153,911) | | | (3.5) | % | | $ | 637,817 | | | 15.5 | % | | $ | (791,728) | | | (124.1) | % |
| Operating margin(2): | Operating margin(2): | | Operating margin(2): | |
Merchant Solutions | Merchant Solutions | 30.2 | % | | 23.8 | % | | 6.4 | % | | Merchant Solutions | 32.1 | % | | 28.8 | % | | 3.3 | % | |
Issuer Solutions | Issuer Solutions | 14.5 | % | | 12.9 | % | | 1.6 | % | | Issuer Solutions | 12.0 | % | | 14.2 | % | | (2.2) | % | |
Business and Consumer Solutions | Business and Consumer Solutions | 20.5 | % | | 17.7 | % | | 2.8 | % | | Business and Consumer Solutions | 17.1 | % | | 22.1 | % | | (5.0) | % | |
NM = Not meaningful
(1) Percentage amounts may not sum to the total due to rounding.
(2) Revenues, consolidated operating expense,expenses, operating income (loss) and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of divested businesses through the respective disposal dates. For the six months ended June 30, 2022, the consumer business contributed $330.7 million to revenues and $44.6 million to operating income of the Business and Consumer Solutions segment. For the six months ended June 30, 2021, the consumer business contributed $425.1 million to revenues and $87.6 million to operating income of the Business and Consumer Solutions segment. See “Note 2—Acquisition” and “Note 3—Business Dispositions” for further discussion.
(3)Operating loss for Corporate included acquisition and integration expenses of $237.7$109.5 million and $208.0$167.0 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
Table(4) During the six months ended June 30, 2022, consolidated operating loss included a $833.1 million goodwill impairment charge related to the Business and Consumer Solutions reporting unit. See “Note 5—Goodwill and Other Intangible Assets” for further discussion.
(5) During the six months ended June 30, 2022, consolidated operating loss included a $127.2 million on the sale of Contentsour Merchant Solutions business in Russia and a charge for the estimated costs to sell our consumer business.
Revenues
Consolidated revenues for the three and ninesix months ended SeptemberJune 30, 20212022 increased by 14.8%6.7% and 15.2%7.5%, respectively, to $2,202.3$2,280.9 million and $6,329.8$4,437.2 million, respectively, compared to $1,917.8$2,137.4 million and $5,493.4$4,127.4 million, respectively, for the prior year. StartingThe increase in mid-March 2020, COVID-19 began to have an unfavorable effect on transaction volumes and on our revenues for the three and nine months ended September 30, 2020. We saw improvements throughout the latter half of 2020 and into 2021, and revenues for the three and nine months ended September 30, 2021 increased compared to the prior yearwas primarily due to an increase in transaction volumes from continued economic recovery as COVID-19 restrictions eased anda result of growth in customer base, acceleration in the use of digital payment solutions.solutions and continued economic recovery from the effects of the COVID-19 pandemic, partially offset by the effects of unfavorable foreign currency exchange rates. While we continue to see signs of economic recovery, which has positively affected our financial results in 2021 to date2022 compared to the prior year, the rate of recovery on a global basis has been and may continue to be affected by additional developments related to COVID-19.COVID-19 as well as other global events and economic conditions.
Merchant Solutions Segment. Revenues from our Merchant Solutions segment for the three and ninesix months ended SeptemberJune 30, 20212022 increased by 20.3%10.9% and 21.1%13.4%, respectively, to $1,495.9$1,581.7 million and $4,190.5$3,054.7 million, respectively, compared to $1,244.0$1,426.8 million and $3,460.8$2,694.6 million, respectively, for the prior year. StartingThe increase in mid-March 2020, COVID-19 began to have an unfavorable effect on our revenues as a result of a reduction in transaction volumes and restrictions on certain of our customer businesses throughout North America, Europe and Asia Pacific. We saw improvement in our financial results during the latter half of 2020 and into the first half of 2021 as certain governments began to gradually ease pandemic-related restrictions and consumer and business spending increased. Revenues for the three and nine months ended September 30, 2021 increased compared to the prior yearwas primarily due to an increase in transaction volumes from continued economic recovery as COVID-19 restrictions eased anda result of growth in customer base, acceleration in the use of digital payment solutions.solutions and continued economic recovery from the effects of the COVID-19 pandemic. The increase in revenues was partially offset by the effects of unfavorable foreign currency exchange rates of $28.8 million and $39.9 million for the three and six months ended June 30, 2022, respectively
Issuer Solutions Segment. Revenues from our Issuer Solutions segment for the three and ninesix months ended SeptemberJune 30, 20212022 increased by 7.1%5.6% and 4.6%4.0%, respectively, to $522.2$534.5 million and $1,528.3$1,046.0 million, respectively, compared to $487.4$505.9 million and $1,461.2$1,006.2 million, respectively, for the prior year. Starting in mid-March 2020, COVID-19 began to have an unfavorable effect on our revenues as a result of lower transaction volumes, particularly related to the processing of commercial cards. We saw improvement in our financial results during the latter half of 2020 and into 2021 as certain governments began to gradually ease pandemic-related restrictions. The increase in revenues for the three and nine months ended September 30, 2021 was primarily due to an increase in transaction volumes from continued economic recovery asfrom the effects of the COVID-19 restrictions easedpandemic and growththe inclusion of the recently acquired MineralTree business within the Issuer Solutions segment beginning with the first quarter of 2022. The increase in our output servicesrevenues was partially offset by the effects of cardunfavorable foreign currency exchange rates of $12.8 million and statement production.$16.1 million for the three and six months ended June 30, 2022, respectively.
Business and Consumer Solutions Segment. Revenues from our Business and Consumer Solutions segment for the three and ninesix months ended SeptemberJune 30, 2021 increased by 1.7% and 8.6%, respectively, to $207.72022 were $187.6 million and $678.6$383.4 million, respectively, compared to $204.1$227.4 million and $624.8$470.9 million, respectively, for the prior year. Our Business and Consumer Solutions segment experienced an unfavorable effect on revenues starting in mid-March 2020 due to reduced consumer spending as a result of COVID-19. We saw improvement in our financial results throughout the latter half of 2020 and into 2021 from increases in consumer spending driven by government stimulus programs and the gradual easing of COVID-19 related restrictions. Increases in consumer spending had a favorable effect on revenuesRevenues for the three and ninesix months ended SeptemberJune 30, 2021. Additional2022 were affected by lower spending volumes driven by furtheras individual stimulus payments and supplementary unemployment amounts distributed to our customers by the United StatesU.S. government also had a favorable effect on revenues for the nine months ended September 30, 2021. Our revenues for the nine months ended September 30, 2020 included the favorable effect of revenues in the second quarterfirst half of 2020 from individual stimulus payments and supplementary unemployment insurance distributions to our customers resulting from the Coronavirus Aid, Relief and Economic Security Act.2021 did not recur in 2022.
Operating Expenses
Cost of Service. Cost of service for the three and ninesix months ended SeptemberJune 30, 20212022 increased by 4.8%2.8% and 2.8%3.1%, respectively, to $944.2$962.3 million and $2,805.7$1,919.5 million, respectively, compared to $900.9$936.3 million and $2,728.5$1,861.6 million, respectively, for the prior year. Cost of service as a percentage of revenues decreased to 42.9%42.2% and 44.3%43.3%, respectively, for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 compared to 47.0%43.8% and 49.7%45.1%, respectively, for the prior year period.year. The increase in cost of service iswas primarily due to higher variable costs associated with the increase in revenues. The increase in costs of service also reflects an increase in amortization of acquired intangibles, which were $319.9 million and $313.4 million for the three months ended September 30, 2021 and 2020, respectively, and $973.9 million and $941.7 million for the nine months ended September 30, 2021 and 2020, respectively. The decrease in cost of service as a percentage of revenues iswas primarily due to the favorable effectseffect of the increasesincrease in revenues, since certain fixed costs do not vary with revenues. Cost of service includes amortization of acquired intangibles, which were $327.4 million and Merger-related cost synergies.$324.8 million for the three months ended June 30, 2022 and 2021, respectively, and $656.4 million and $654.0 million for the six months ended June 30, 2022 and 2021, respectively.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three and ninesix months ended SeptemberJune 30, 20212022 increased by 18.1%2.9% and 17.1%3.6%, respectively, to $858.1$863.2 million and $2,486.2$1,686.3 million, respectively, compared to $726.5$838.6 million and $2,122.9$1,628.1 million, respectively, for the prior year. Selling, general and administrative expenses as a percentage of revenues were 39.0%decreased to 37.8% and 39.3%38.0% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 37.9%39.2% and 38.6%39.4%, respectively, for the prior year. The increase in selling, general and administrative expenses iswas primarily due to an increase in variable selling and other costs related to the increase in revenues. The increasedecrease in selling, general and administrative expenses as a percentage of revenues is primarily due to anthe favorable effect of the increase in share-based compensation expense of $23.3 millionrevenues, since certain fixed costs do not vary with revenues, and $41.0 million for the three and nine months ended September 30, 2021, respectively. The increase in share-based compensation expense was primarily driven by the vesting of certain performance-based restricted stock units upon achievement of performance measures during the period. Higherlower acquisition and integration expenses also contributed toin the increase in selling, general and administrative expenses as a percentage of revenues.current year. Selling, general and administrative expenses included acquisition and integration expenses of $71.6$61.8 million and $59.8$78.3 million for the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and $241.6$112.9 million and $213.6$170.1 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
Corporate. Corporate expenses for the three and ninesix months ended SeptemberJune 30, 2021 increased2022 decreased by $44.8$12.5 million and $107.5$47.2 million, respectively, to $201.2$179.4 million and $588.2$339.7 million, respectively, compared to $156.4$191.8 million and $480.7$386.9 million, respectively for the prior year. The increase for the three and nine months ended September 30, 2021 isdecrease was primarily due to higher employee compensation expense, including an increase in share-based compensation expense of $23.3 million and $41.0 million, respectively. Employee compensation costs were lower in the prior year as a result of certain temporary cost-saving actions taken to help mitigate the financial effects of the COVID-19 pandemic. Additionally, share-based compensation expense was higher in the current year primarily driven by the vesting of certain performance-based restricted stock units upon achievement of performance measures during the period. Corporate expenses also included higher acquisition and integration expenses, which were $70.7$61.4 million and $237.7$109.5 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to $57.6$76.8 million and $208.0$167.0 million respectively, for the prior year. Certain of these Merger-related integration activities resulted in the recognition of employee termination benefits. During the three months ended September 30, 2021 and 2020, Corporate expenses included charges for employee termination benefits of $4.7 million and $8.1 million, respectively, which included $1.9 million of share-based compensation expense for the three and six months ended September 30, 2020. During the nine months ended SeptemberJune 30, 2021, and 2020, Corporate expenses included charges for employee termination benefits of $43.0 million and $49.8 million, respectively, which included $1.2 million and $6.1 million, respectively, of share-based compensation expense. As of September 30, 2021, the cumulative amount of recognized charges for employee termination benefits resulting from Merger-related integration activities was $183.4 million, which included $25.2 million of share-based compensation expense. New obligations may arise and related expenses may be incurred as Merger-related integration activities continue in 2021.respectively.
Operating Income (Loss) and Operating Margin
Consolidated operating income for the threeloss and nine months ended September 30, 2021 increased to $400.1 million and $1,037.9 million, respectively, compared to $290.4 million and $642.0 million, respectively, for the prior year. Operating margin for the three and nine months ended September 30, 2021 increased to 18.2% and 16.4%, respectively, compared to 15.1% and 11.7%, respectively, for the prior year. The increase in consolidated operating income and operating margin for the
three and nine months ended September 30, 2021 was primarily due to the increases in revenues. The unfavorable effects of COVID-19 on our revenues and incremental expenses directly related to COVID-19 contributed to the lower consolidated operating income and operating margin in the prior year. We saw improvement in our financial results and positive trends throughout the latter half of 2020 and into the first half of 2021 as a result of the recovery seen across our markets as COVID-19 restrictions eased. Further, Merger-related cost synergies had a favorable effect on operating income andnegative operating margin for the three and ninesix months ended SeptemberJune 30, 2021. The increase2022 included the effects of the loss on the sale of our Merchant Solutions business in consolidated operating incomeRussia and operating margin for the threegoodwill impairment charge related to the Business and nine months ended September 30, 2021 wasConsumer Solutions reporting unit, partially offset by anthe favorable effect of the increase in amortization of acquired intangibles of $6.5 millionrevenues, since certain fixed costs do not vary with revenues, and $32.3 million, respectively, and an increase inlower acquisition and integration expenses of $14.8 million and $27.9 million, respectively, compared to the prior year. Operating income and operating margin for the three and nine months ended September 30, 2021 also reflects an increase in employee compensation expense compared to the prior year, as a result of certain temporary cost-saving actions taken in the prior year to help mitigate the financial effects of the COVID-19 pandemic and higher share-based compensation expense in the current year associated with performance-based awards.expenses.
Segment Operating Income and Operating Margin. Operating income and operating margin in each of
In our Merchant Solutions Issuer Solutions and Business and Consumer Solutions segments for the three and nine months ended September 30, 2021 increased compared to the prior year due to the increase in revenues. We saw improvement in our financial results and positive trends throughout the latter half of 2020 and into 2021 as a result of the recovery seen across our geographic markets as COVID-19 restrictions eased and consumer and business spending increased, in part as a result of government stimulus payments. Further, across all of our segments, Merger-related cost synergies had a favorable effect on segment, operating income and operating margin for the three and ninesix months ended SeptemberJune 30, 2021.2022 increased compared to the prior year primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues, and continued prudent expense management, slightly offset by incremental expenses related to continued investment in new product, innovation and our technology environments and the effects of unfavorable foreign currency exchange rates. In our Issuer Solutions segment, operating income and operating margin for the three and six months ended June 30, 2022 decreased compared to the prior year primarily due to the effects of unfavorable foreign currency exchange rates and the recently acquired operations of MineralTree. In our Business and Consumer Solutions segment, operating income and operating margin for the ninethree and six months ended SeptemberJune 30, 20212022 were favorablyunfavorably affected by lower spending volumes driven by additional stimulus payments distributed by the United States government in early 2021, primarily in the first quarter of 2021, and operating income and operating margin for the nine months ended September 30, 2020 included the favorable effect from our customers loadingas individual stimulus payments and supplementary unemployment insurance distributions duringamounts distributed to our customers by the second quarterU.S. government in the first half of 2020.2021 did not recur in 2022.
Other Income/Expense, Net
Interest and other incomeexpense for the three and ninesix months ended SeptemberJune 30, 2021 decreased by $23.72022 increased to $99.2 million and $19.3 million, respectively, to $6.3 million and $16.0$192.5 million, respectively, compared to $30.0$80.6 million and $35.3$163.7 million, respectively, for the prior year. The decreaseyear, as a result of the increase
in our average outstanding borrowings and higher average interest rates on outstanding borrowings, as the average LIBOR rate was primarily due to the recognition of a gainhigher during the three and six months ended SeptemberJune 30, 2020 of $27.3 million in connection with the partial release and conversion of our Visa convertible preferred shares. See "Note 5—Other Assets" in the notes2022 as compared to the accompanying unaudited consolidated financial statements for further discussion of this transaction.prior year.
Income Tax Expense
Our effectiveFor the three and six months ended June 30, 2022, we incurred income tax ratesexpense in spite of reporting a loss before income taxes. We recognized no tax benefit for the three months ended September 30, 2021goodwill impairment charge and 2020 were 15.5% and 18.0%, respectively, andthe loss on the sale of our effective income tax rates for the nine months ended September 30, 2021 and 2020 were 16.3% and 14.1%, respectively.Merchant Solutions business in Russia The decrease in our effective tax rate for the threesix months ended SeptemberJune 30, 2021 fromincluded the prior year is primarily due to thefavorable effect on the prior year effective rate of changes in uncertain tax positions and a change in the U.K. statutory income tax rate that took effect during the three months ended September 30, 2020, which required a remeasurement of deferred tax balances to increase the effective tax rate. The increase in our effective tax rate for the nine months ended September 30, 2021 from the prior year is primarily due to the effect of higher income before income taxes compared to the prior year and a change in the U.K. statutory income tax rate that took effect during the nine months ended September 30, 2021, which required a remeasurement of deferred tax balances to increase the effective rate. The 2021 U.K. tax rate change had a more significant effect on our effective tax rate than the 2020 U.K. tax rate change. These effects were partially offset by a change in the assessment of the need for a valuation allowance related to foreign tax credit carryforwards that did not recur in the current year.
Net Income (Loss) Attributable to Global Payments
Net incomeloss attributable to Global Payments increased to $296.7was $673.0 million and $757.0$428.3 million, respectively, for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 compared to $221.0net income of $263.6 million and $401.9$460.3 million, respectively, for the prior year, reflecting the increasechanges in operating income (loss) and additionallower equity in income of equity method investments. Equity in income of equity method investments increased primarily duefor the three and six months ended June 30, 2022 included a decrease in fair value of investments held at certain investees, compared to increases in transaction volumes and appreciation in fair value of investments held at certain investees.investees in the first half of 2021.
Diluted Earnings (Loss) per Share
Diluted earningsloss per share were $1.01was $2.42 and $2.56$1.53, respectively, for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 compared to $0.74diluted earnings per share of $0.89 and $1.34,$1.55, respectively, for the prior year. Diluted earningsloss per share for the three and ninesix months ended SeptemberJune 30, 20212022 reflects the increasechanges in net income (loss) and athe decrease in the weighted-average number of shares outstanding.
Liquidity and Capital Resources
We have numerous sources of capital, including cash on hand and cash flows generated from operations as well as various sources of financing. In the ordinary course of our business, a significant portion of our liquidity comes from operating cash flows and borrowings, including the capacity under our credit facilities. Cash flow from operating activities is used
Our capital allocation priorities are to make planned capital investments in our business, to pursue acquisitions that meet our corporate objectives, to pay dividends, to pay principal and interest on our outstanding debt and to repurchase shares of our common stock. AccumulatedOur significant contractual cash balancesrequirements also include ongoing payments for lease liabilities and contractual obligations related to service arrangements with suppliers for fixed or minimum amounts, which primarily relate to software, technology infrastructure and related services. Commitments under our borrowing arrangements are investedfurther described in high-quality, marketable short-term instruments."Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." For additional information regarding our other cash commitments and contractual obligations, see "Note 6—Leases," and “Note 17—Commitments and Contingencies” in our Annual Report on Form 10-K for the year ended December 31, 2021.
Our capital plan objectives are to support our operational needs and strategic plan for long-term growth while maintaining a lowoptimizing our cost of capital. Wecapital and financial position. To supplement cash from operating activities, we use a combination of bank financing, such as borrowings under our credit facilities, and senior note issuances for general corporate purposes and to fund acquisitions. In addition, specialized lines of credit are also used in certain of our markets to fund merchant settlement prior to receipt of funds from the card networks.
We believe that our current level of cash and borrowing capacity under our senior unsecured revolving credit facility, together with expected future cash flows from operations, will be sufficient to meet both the near-term and long-term needs of our existing operations and planned requirements for the foreseeable future. Early actions taken to preserve our available capital and provide financial flexibility in response to the effects of COVID-19 on our business, including the temporary reduction of certain operating expenses, employee compensation costs, other discretionary spending and planned capital expenditures, added to the strength of our financial profile.requirements. We regularly evaluate our liquidity and capital position relative to cash requirements, and we may elect to raise additional funds in the future through the issuance of debt or equity or by other means. Accumulated cash balances are invested in high-quality, marketable short-term instruments.
At SeptemberJune 30, 2021,2022, we had cash and cash equivalents totaling $2,347.7$1,933.3 million. Of this amount, we considered $1,108.6$700.8 million to be available for general purposes, of which $32.6$32.1 million is undistributed foreign earnings considered to be indefinitely reinvested outside the United States. The available cash of $1,108.6$700.8 million does not include the following: (i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) funds held for customers. Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted;restricted in their use; however, these funds are generally paid out in satisfaction of settlement processing obligations the following day. Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement. While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors and is in accordance with the guidelines set by the card networks.sponsors. Funds held for customers, and the corresponding liabilitywhich are not restricted in their use, include amounts collected priorbefore the corresponding obligation is due to remittancebe settled to or at the direction of our customers.
We also had restricted cash of $120.9$165.8 million as of SeptemberJune 30, 2021,2022, representing amounts deposited by customers for prepaid card transactions. These balances are considered cardholder funds held and are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.
Operating activities provided net cash of $2,027.6$1,198.1 million and $1,544.8$1,109.6 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, which reflect net incomeloss adjusted for noncash items, including depreciation and amortization, and
goodwill and loss on business dispositions and changes in operating assets and liabilities. Fluctuations in operating assets and liabilities are affected primarily by timing of month-end and transaction volume, including changes in settlement processing assets and obligations and accounts payable and other liabilities balances. The increase in cash flows from operating activities from the prior year was primarily due to theincluded an increase in earnings, increase in accounts payable and other liabilities balancesnet settlement processing obligations due to timing of month-end and transaction volume, partially offset by an increase in accounts receivableprepaid expenses and other assets as a result of higher revenues in the current year.additional capitalized contract costs, capitalized implementation costs associated with cloud computing arrangements and timing associated with other prepaid services.
We used net cash in investing activities of $1,295.9$363.7 million and $395.0$1,161.9 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, primarily to fund acquisitions and capital expenditures. During the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, we used cash of $946.4$9.9 million and $77.2$943.1 million, respectively, for acquisitions. We made capital expenditures of $350.7$324.0 million and $329.4$219.6 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the continued consolidation and enhancement of our operating platforms. Capital expendituresThese investments also include new product development and other investments in the business have recently returnedinnovation to more normalized levels,further enhance and wedifferentiate our suite of technology and cloud-based solutions available to customers. We expect to continue to make significant capital investments in the business. We also expectbusiness, and we anticipate capital expenditures to remain as a similar percentage of revenues for the year ending December 31, 2022 as compared to the year ended December 31, 2021. Additionally, investing cash outlaysflows for the six months ended June 30, 2022 includes the net effect on cash from the sale of approximately $900 millionour Merchant Solutions business in connection with acquisitions anticipated to close in the fourth quarter of 2021 for which we have executed purchase agreements as of September 30, 2021.Russia.
Financing activities include borrowings and repayments under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities. Our borrowing arrangements are further described in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests. We used net cash in financing activities of $310.2$742.7 million and $594.6$91.8 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.
Proceeds from long-term debt were $3,910.0$2,954.2 million and $1,868.2$2,821.0 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. Repayments of long-term debt were $2,434.8$2,276.5 million and $1,829.6$1,830.3 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time-to-time, under our revolving credit facility, as well as scheduled principal repayments we make on our term loans. On February 26, 2021, we issued $1.1 billion aggregate principal amount of 1.200% senior unsecured notes due February 2026. We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes. On May 15, 2020, we issued $1.0 billion aggregate principle senior unsecured notes. We used the net proceeds from this offering to repay a portion
Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the ninesix months ended SeptemberJune 30, 2022 and 2021, we had net borrowings from settlement lines of credit of $244.9 million. During the nine months ended September 30, 2020, we had net repayments of settlement lines of credit of $31.1 million.$4.1 million and $134.2 million, respectively.
We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, we used $1,833.7$1,250.0 million and $421.2$1,072.9 million, respectively, to repurchase shares of our common stock. The activity for the ninesix months ended SeptemberJune 30, 2021 included the repurchase of 2,491,161 shares at an average price of $200.71 per share under an ASR agreement we entered into on February 10, 2021 with a financial institution to repurchase an aggregate of $500 million of our common stock during the ASR program purchase period, which ended on March 31, 2021.
As of SeptemberJune 30, 2021,2022, we had $949.2$1,107.0 million of share repurchase authority remaining under our share repurchase program. On July 28, 2022, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $1.5 billion.
We paid dividends to our common shareholders in the amounts of $188.2$139.3 million and $175.0$114.9 million during the ninesix months ended SeptemberJune 30, 2022 and 2021, and 2020, respectively.
During Additionally, during the ninesix months ended SeptemberJune 30, 2021, Global Payments and a2022, we made distributions to noncontrolling shareholder made contributionsinterests in the amount of $185.3$14.4 million and $46.3paid contingent consideration of $15.7 million respectively,related to one of our majority-owned subsidiaries, Comercia Global Payments Entidad de Pago, S.L. (“Comercia”). Contributions were made to Comercia based on each shareholder's proportionate ownership to fund an acquisition by Comercia that closed in the fourth quarter of 2021.
Long-Term Debt and Lines of Credit
Senior Unsecured Notes
We have $7.5$9.4 billion in aggregate principal amount of senior unsecured notes, which mature at various dates ranging from June 2023 to August 2049. Interest on the senior notes is payable semi-annually at various dates. Each series of the senior notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture.
On February 26, 2021, we issued $1.1 billion in aggregate principal amount of 1.200% senior unsecured notes due March 2026. We incurred debt issuance costs of approximately $8.6 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at September 30, 2021. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2021. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.
Senior Unsecured Credit Facilities
As of SeptemberJune 30, 2021,2022, borrowings outstanding under the term loan and revolving credit facility were $2.0 billion and $1.2$0.7 billion, respectively.
We may issue standby letters of credit of up to $250 million in the aggregate under the revolving credit facility. Outstanding letters of credit under the revolving credit facility reduce the amount of borrowings available to us. The amounts available to borrow under the revolving credit facility are also determined by a financial leverage covenant. As of SeptemberJune 30, 2021,2022, the total available commitments under the revolving credit facility were $1.8$1.7 billion.
Compliance with Covenants
The senior unsecured term loan and revolving credit facilityfacilities contain customary conditions to funding, affirmative covenants, negative covenants, financial covenants and events of default. As of SeptemberJune 30, 2021,2022, financial covenants under the term loan facility required a leverage ratio of 3.50 to 1.00 and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all applicable covenants as of SeptemberJune 30, 2021.2022.
Settlement Lines of Credit
In various markets where we do business, we have specialized lines of credit that are restricted for use in funding settlement. The settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding lines of credit may exceed the stated credit limit. As of SeptemberJune 30, 2021,2022, a total of $75.6$81.2 million of cash on deposit was used to determine the available credit.
As of SeptemberJune 30, 2021,2022, we had $588.3$469.5 million outstanding under these lines of credit with additional capacity to fund settlement of $1.5$1.8 billion. During the ninethree months ended SeptemberJune 30, 2021,2022, the maximum and average outstanding balances under these lines of credit were $1.3 billion$1,084.6 million and $493.3$470.1 million, respectively. The weighted-average interest rate on these borrowings was 1.90%3.35% at SeptemberJune 30, 2021.2022.
See "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements for further information about our borrowing agreements.
Commitments and Contractual Obligations
DuringGoodwill - We test goodwill for impairment at the nine months ended September 30, 2021,reporting unit level annually and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit may be below its carrying amount. When applying the quantitative assessment, we determine the fair value of our commitmentsreporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and contractual obligations increased froma market approach. The income approach calculates a value based upon the amounts disclosed in "Item 7 - Management's Discussionpresent value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies. Determining the fair value of a reporting unit involves judgment and Analysisthe use of Financial Conditionsignificant estimates and Results of Operations-Commitmentsassumptions, which include assumptions regarding the revenue growth rates and Contractual Obligations" in our Annual Report on Form 10-K for the year ended December 31, 2020. The increase primarily relatesoperating margins used to the acquisition of software, technology infrastructurecalculate estimated future cash flows, risk-adjusted discount rates and related services. Our estimated purchase obligations as of September 30, 2021 were $182.4 million during the remainder of 2021, $261.0 million during 2022, $333.7 million during 2023future economic and 2024, $345.2 million during 2025 and 2026 and $771.0 million thereafter for a total of $1,893.3 million.market conditions.
Off-Balance Sheet ArrangementsThe sustained decline in our share price and recent increases in discount rates, primarily resulting from increased economic uncertainty, indicated a potential decline in fair value and triggered a requirement to evaluate our Issuer Solutions and Business and Consumer Solutions reporting units for potential impairment as of June 30, 2022. Further, the estimated sales price for the consumer business portion of our Business and Consumer Solutions reporting unit also indicated a potential decline in fair value as of June 30, 2022. We determined on the basis of the quantitative assessment that the fair value of the Issuer Solutions reporting unit had declined since our last annual assessment; however, it was still greater than its carrying amount by approximately 4% at June 30, 2022, indicating no impairment. Based on the quantitative assessment of the Business and Consumer Solutions reporting unit, including consideration of the consumer business disposal group and the remaining assets of the reporting unit, we recognized a goodwill impairment charge of $833.1 million in our consolidated statement of income for the three and six months ended June 30, 2022.
We have not entered into any off-balance sheet arrangementscontinue to closely monitor developments related to COVID-19 and other global events. The future magnitude, duration and effects of these events are difficult to predict at this time, and it is reasonably possible that have, or are reasonably likely tofuture developments could have a materialnegative effect on the estimates and assumptions utilized in our financialgoodwill impairment assessments and could result in material impairment charges in future periods.
Intangible and Long-lived Assets - We classify an asset or business as a held for sale disposal group if we have committed to a plan to sell the asset or business within one year and are actively marketing the asset or business in its current condition revenues, resultsfor a price that is reasonable in comparison to its estimated fair value. Long-lived assets or disposal groups held for sale are reported at the lower of operations, liquidity, capital expenditurescarrying amount or capital resources.fair value less costs to sell. Long-lived assets classified as held for sale are not subject to depreciation or amortization, and both the assets and any liabilities directly associated with the disposal group are presented within separate held for sale line items in our consolidated balance sheet. Subsequent changes to the estimated selling price of an asset or disposal group held for sale are recorded as gains or losses in our consolidated statement of income and any subsequent gains are limited to the cumulative losses previously recognized.
Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted
From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that may affect our current and/or future financial statements. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying unaudited consolidated financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
Forward-Looking Statements
Some of the statements we use in this report, and in some of the documents we incorporate by reference in this report, contain forward-looking statements concerning our business operations, economic performance and financial condition,
including in particular: our business strategy and means to implement the strategy; measures of future results of operations, such as revenues, expenses, operating margins, income tax rates, and earnings per share; other operating metrics such as shares outstanding and capital expenditures; the effects of the COVID-19 pandemic and other general economic conditions on our business; statements about the strategic rationale and benefits of the proposed acquisition of EVO Payments, Inc. (“EVO”), including future financial and operating results, the combined company’s plans, objectives, expectation and intentions and the expected timing of completion of the proposed transaction; planned divestitures or strategic initiatives; and our success and timing in developing and introducing new services and expanding our business; and statements about the benefits of our acquisitions, including future financial and operating results, the company’s plans, objectives, expectations and intentions, and the successful integration of our future acquisitions or completion of anticipated benefits and strategic initiatives.business. You can sometimes identify forward-looking statements by our use of the words "believes," "anticipates," "expects," "intends," "plan," "forecast," "guidance" and similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control, cannot be foreseen and reflect future business decisions that are subject to change. Accordingly, we cannot guarantee that our plans and expectations will be achieved. Our actual revenues, revenue growth rates and margins, other results of operations and shareholder values could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control. Important factors, among others, that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include the effects of global economic, political, market, health and social events or other conditions, including the effects and duration of, and actions taken in response to, the COVID-19 pandemic and actions taken in response; management’s assumptionsthe evolving situation involving Ukraine and projections used in their estimates of the timingRussia; foreign currency exchange, inflation and severity of the effects of the COVID-19 pandemic on our future revenues, results of operations and liquidity; our ability to meet our liquidity needs in light of the effects of the COVID-19 pandemic or otherwise; the outcome of any legal proceedings that may be instituted against the Company or our directors;rising interest rate risks; difficulties, delays and higher than anticipated costs related to integrating the businesses of Global Payments and TSYS,acquired companies, including with respect to implementing controls to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; failingour ability to fully realize anticipated cost savingscomplete the proposed transaction with EVO on the proposed terms or on the proposed timeline, or at all, including risks and uncertainties related to securing the necessary regulatory and stockholder approvals and the satisfaction of other anticipated benefitsclosing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger whendefinitive merger agreement relating to the transaction with EVO; our ability to obtain the expected financing to the consummate the proposed transaction with EVO; effects relating to the announcement of the proposed transaction with EVO, including on the market price of our common stock and our relationships with customers, employees and suppliers; the risk of potential stockholder litigation associated with the proposed transaction with EVO; the effect of a security breach or at all; business disruptions fromoperational failure on the Merger integration that may harm our business, including current plans and operations;Company's business; failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements; the ability to maintain Visa and Mastercard registration and financial institution sponsorship; the ability to retain,
develop and hire key personnel; the diversion of management’s attention from ongoing business operations; the continued availability of capital and financing; increased competition in the markets in which we operate and our ability to increase our market share in existing markets and expand into new markets; our ability to safeguard our data; risks associated with our indebtedness, foreign currency exchangeindebtedness; our ability to meet environmental, social and interest rate risks;governance targets, goals and commitments; the potential effects of climate change, including natural disasters; the effects of new or changes in current laws, regulations, credit card association rules or other industry standards on us or our partners and customers, including privacy and cybersecurity laws and regulations; and other events beyond our control, and other factors presented in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2020,2021 and subsequent filings we make with the SEC, including this Quarterly Report on Form 10-Q, which we advise you to review.
These cautionary statements qualify all of our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements.
Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. While we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to our forward-looking statements, except as required by law.
ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
ITEM 4—CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of SeptemberJune 30, 2021,2022, management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of SeptemberJune 30, 2021,2022, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended SeptemberJune 30, 20212022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1—LEGAL PROCEEDINGS
We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows. See "Note 14—Commitments and Contingencies" in the notes to the accompanying unaudited consolidated financial statements for information about certain legal matters.
ITEM 1A—RISK FACTORS
The following risk factors are an update to our previously disclosed risk factors and should be considered in conjunction with the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequent filings we make with the SEC.
If we are unable to complete certain divestitures, our financial results could be materially and adversely affected.
From time to time, we may divest businesses that do not meet our strategic objectives. For instance, we committed to a plan to sell our consumer business within one year and are actively marketing the business in its current condition for a price that is reasonable in comparison to its estimated fair value.
We may not be able to complete desired divestitures on terms favorable to us or at all. Gains or losses on the sales of, or lost operating income from, those businesses may negatively affect our profitability and margins. Moreover, we have incurred and in the future may incur asset impairment charges related to divestitures that reduce our profitability.
Our divestiture activities may also present financial, managerial, and operational risks. Those risks include diversion of management attention from existing businesses, difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers. Any of these factors could adversely affect our financial condition and results of operations.
We are subject to economic and geopolitical risk, the business cycles and credit risk of our customers and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations and cash flows.
The global payments technology industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, spending, and discretionary income and changes in consumer purchasing habits. Adverse economic conditions may negatively affect our financial performance by reducing the number or average purchase amount of transactions made using digital payments. A reduction in the amount of consumer spending could result in a decrease in our revenues and profits. If our merchants make fewer sales to consumers using digital payments, or consumers using digital payments spend less per transaction, we will have fewer transactions to process or lower transaction amounts, each of which would contribute to lower revenues. Additionally, credit card issuers may reduce credit limits and become more selective in their card issuance practices. Any of these developments could have a material adverse effect on our financial position and results of operations.
A downturn in the economy could force merchants, financial institutions or other customers to close or petition for bankruptcy protection, resulting in lower revenue and earnings for us and greater exposure to potential credit losses and future transaction declines. We also have a certain amount of fixed costs, including rent, debt service, and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy. Changes in economic conditions could also adversely affect our future revenues and profits and have a materially adverse effect on our business, financial condition, results of operations and cash flows.
Credit losses arise from the fact that, in most markets, we collect our fees from our merchants on the first day after the monthly billing period. This results in the build-up of a substantial receivable from our customers. If a merchant were to go out of business during the billing period, we may be unable to collect such fees, which could negatively affect our business, financial condition, results of operations and cash flows.
In addition, our business, growth, financial condition or results of operations could be materially adversely affected by political and economic instability or changes in a country’s or region’s economic conditions, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action by the United States or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. Risks associated with heightened geopolitical and economic instability, such as those resulting from the invasion of Ukraine by Russia, include among others, reduction in consumer, government or corporate spending, international sanctions, embargoes, heightened inflation and actions taken by central banks to counter inflation, volatility in global financial markets, increased cyber disruptions or attacks, higher supply chain costs and increased tensions between the United States and countries in which we operate, which could result in charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses, and could adversely affect our financial position and results of operations. To the extent the invasion of Ukraine by Russia adversely affects our business, it may also have the effect of heightening many other risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, any of which could materially adversely affect our business, financial condition, access to financing, results of operations and liquidity.
Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, customers or third-party suppliers. Furthermore, our shareholders, customers and other stakeholders have begun to consider how corporations are addressing Environmental, Social and Governance ("ESG") issues. Government regulators, investors, customers and the general public are increasingly focused on ESG practices and disclosures, and views about ESG are diverse and rapidly changing. These shifts in investing priorities may result in adverse effects on the trading price of the Company's common stock if investors determine that the Company has not made sufficient progress on ESG matters. We could also face potential negative ESG-related publicity in traditional media or social media if shareholders or other stakeholders determine that we have not adequately considered or addressed ESG matters. We have been the recipient of proposals from shareholders to promote their governance positions. Shareholders are increasingly submitting proposals related to a variety of ESG issues to public companies, and we may receive other such proposals in the future. Such proposals may not be in the long-term interests of the Company or our stockholders and may divert management’s attention away from operational matters or create the impression that our practices are inadequate.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Information about the shares of our common stock that we repurchased during the quarter ended SeptemberJune 30, 20212022 is set forth below:
| | | | | | | | | | | | | | | | | | | | | | | |
Period | Total Number of Shares Purchased (1) | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| | | | | | | (in millions) |
July 1-31, 2021 | 1,095,406 | | | $ | 191.79 | | | 1,094,862 | | | $ | — | |
August 1-31, 2021 | 3,186,813 | | | 169.31 | | | 2,987,520 | | | — | |
September 1-30, 2021 | 153,150 | | | 166.69 | | | 149,850 | | | — | |
Total | 4,435,369 | | | $ | 174.77 | | | 4,232,232 | | | $ | 949.2 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Period | Total Number of Shares Purchased (1) | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| | | | | | | (in millions) |
April 1-30, 2022 | 2,891,589 | | | $ | 138.37 | | | 2,890,757 | | | $ | — | |
May 1-31, 2022 | 1,633,236 | | | 122.49 | | | 1,632,806 | | | — | |
June 1-30, 2022 | 525 | | | 117.36 | | | — | | | — | |
Total | 4,525,350 | | | $ | 132.64 | | | 4,523,563 | | | $ | 1,107.0 | |
(1)Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase ("ASR") plans, discretionary open-market purchases or privately negotiated transactions. During the quarter ended SeptemberJune 30, 2021,2022, pursuant to our employee incentive plans, we withheld 203,1371,787 shares, at an average price per share of $169.48,$131.45, in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.
(2)As of SeptemberJune 30, 2021,2022, we had $949.2$1,107.0 million of share repurchase authority remaining under our share repurchase program. The board authorization does not expire but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.
ITEM 6—EXHIBITS
List of Exhibits
| | | | | | | | |
3.1 | | |
3.2 | | |
3.3 | | |
31.1* | | |
31.2* | | |
32.1* | | |
101* | | The following financial information from the Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2021,2022, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; and (vi) the Notes to Unaudited Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | Global Payments Inc. |
| | | (Registrant) |
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| Date: November 2, 2021August 1, 2022 | | /s/ Paul M. ToddJoshua J. Whipple |
| | | Paul M. ToddJoshua J. Whipple |
| | | Senior Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | |