Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2018 |
Trading Symbol | EVOP |
Entity Registrant Name | EVO Payments, Inc. |
Entity Central Index Key | 1,704,596 |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 207,177 | $ 205,142 | $ 203,324 |
Accounts receivable, net | 7,045 | 15,881 | |
Other receivables | 50,985 | 55,345 | |
Due from related parties | 1,641 | 2,625 | |
Inventory | 8,795 | 11,210 | |
Settlement processing assets | 429,923 | 439,269 | |
Other current assets | 10,639 | 20,941 | |
Total current assets | 716,205 | 750,413 | |
Equipment and improvements, net | 100,357 | 96,587 | |
Goodwill | 316,205 | 311,678 | |
Intangible assets, net | 310,265 | 313,483 | |
Investment in unconsolidated investees | 1,712 | 1,379 | |
Due from related parties | 109 | ||
Deferred tax asset | 43,429 | 9,057 | |
Other assets | 24,507 | 25,592 | |
Total assets | 1,512,680 | 1,508,298 | |
Current liabilities: | |||
Current portion of long-term debt | 45,056 | 103,571 | |
Accounts payable | 42,088 | 61,149 | |
Accrued expenses | 109,674 | 94,235 | |
Settlement processing obligations | 466,777 | 484,518 | |
Due to related parties | 5,398 | 7,847 | |
Total current liabilities | 668,993 | 751,320 | |
Long-term debt, net of current portion | 667,671 | 760,946 | |
Due to related parties | 560 | 675 | |
Deferred tax liability | 11,687 | 11,011 | |
Tax receivable agreement obligations | 2,205 | ||
ISO reserves | 2,602 | 2,611 | |
Total liabilities | 1,353,718 | 1,526,563 | |
Commitments and contingencies | |||
Redeemable non-controlling interests | 838,789 | 148,266 | 100,530 |
Shareholders'/members' equity (deficit): | |||
Additional paid-in capital | 412,845 | ||
Retained earnings | (55,076) | ||
Accumulated deficit | (237,330) | ||
Accumulated other comprehensive loss | (1,631) | (67,679) | |
Total shareholders'/members' equity (deficit) | 356,146 | (169,843) | |
Nonredeemable non-controlling interests | (1,035,973) | 3,312 | |
Total deficit | (679,827) | (166,531) | |
Total liabilities and deficit | 1,512,680 | 1,508,298 | |
Class A Common Stock | |||
Shareholders'/members' equity (deficit): | |||
Common stock | 2 | ||
Class B Common Stock | |||
Shareholders'/members' equity (deficit): | |||
Common stock | 4 | ||
Class D Common Stock | |||
Shareholders'/members' equity (deficit): | |||
Common stock | $ 2 | ||
Class A Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 54,453 | ||
Class C Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 9,463 | ||
Class E Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 71,250 | ||
Predecessor | |||
Current assets: | |||
Cash and cash equivalents | 205,142 | 203,324 | |
Accounts receivable, net | 15,881 | 5,148 | |
Other receivables | 55,345 | 57,438 | |
Due from related parties | 2,625 | 4,588 | |
Inventory | 11,210 | 7,713 | |
Settlement processing assets | 439,269 | 301,630 | |
Other current assets | 20,941 | 11,449 | |
Total current assets | 750,413 | 591,290 | |
Restricted cash | 125,000 | ||
Equipment and improvements, net | 96,587 | 72,584 | |
Goodwill | 311,678 | 184,484 | |
Intangible assets, net | 313,483 | 231,284 | |
Investment in unconsolidated investees | 1,379 | 4,106 | |
Due from related parties | 109 | 2,544 | |
Deferred tax asset | 9,057 | 19,666 | |
Other assets | 25,592 | 28,284 | |
Total assets | 1,508,298 | 1,259,242 | |
Current liabilities: | |||
Current portion of long-term debt | 103,571 | 73,461 | |
Accounts payable | 61,149 | 54,368 | |
Accrued expenses | 94,235 | 75,199 | |
Settlement processing obligations | 484,518 | 393,568 | |
Due to related parties | 7,847 | 11,133 | |
Total current liabilities | 751,320 | 607,729 | |
Long-term debt, net of current portion | 760,946 | 735,102 | |
Due to related parties | 675 | 1,225 | |
Deferred tax liability | 11,011 | 9,987 | |
ISO reserves | 2,611 | 2,432 | |
Total liabilities | 1,526,563 | 1,356,475 | |
Commitments and contingencies | |||
Redeemable non-controlling interests | 148,266 | 100,530 | |
Shareholders'/members' equity (deficit): | |||
Capital units | (166,531) | (197,763) | |
Accumulated deficit | (237,330) | (124,028) | |
Accumulated other comprehensive loss | (67,679) | (127,464) | |
Total shareholders'/members' equity (deficit) | (169,843) | (187,576) | |
Nonredeemable non-controlling interests | 3,312 | (10,187) | |
Total deficit | (166,531) | (197,763) | |
Total liabilities and deficit | 1,508,298 | 1,259,242 | |
Predecessor | Class A Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 54,453 | 54,453 | |
Predecessor | Class C Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 9,463 | $ 9,463 | |
Predecessor | Class E Units | |||
Shareholders'/members' equity (deficit): | |||
Capital units | 71,250 | ||
Scenario, Previously Reported | |||
Current assets: | |||
Cash | 100 | ||
Total assets | 100 | ||
Shareholders'/members' equity (deficit): | |||
Common stock | 1 | ||
Additional paid-in capital | 99 | ||
Total shareholders'/members' equity (deficit) | 100 | ||
Total liabilities and deficit | $ 100 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Scenario, Previously Reported | ||
Common stock, par value | $ 0.01 | |
Common stock shares authorized (in shares) | 100,000 | |
Common stock shares issued (in shares) | 100,000 | |
Common stock shares outstanding (in shares) | 100,000 | |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 200,000,000 | 0 |
Common stock shares issued (in shares) | 17,294,768 | 0 |
Common stock shares outstanding (in shares) | 17,294,768 | 0 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 40,000,000 | 0 |
Common stock shares issued (in shares) | 35,913,538 | 0 |
Common stock shares outstanding (in shares) | 35,913,538 | 0 |
Class C Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 4,000,000 | 0 |
Common stock shares issued (in shares) | 2,560,955 | 0 |
Common stock shares outstanding (in shares) | 2,560,955 | 0 |
Class D Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 32,000,000 | 0 |
Common stock shares issued (in shares) | 24,305,155 | 0 |
Common stock shares outstanding (in shares) | 24,305,155 | 0 |
Class A Units | ||
Capital units (in units) | 0 | 6,374,000 |
Class A Units | Predecessor | ||
Capital units (in units) | 6,374,000 | |
Class B Units | ||
Capital units (in units) | 0 | 3,506,000 |
Class B Units | Predecessor | ||
Capital units (in units) | 3,506,000 | |
Class C Units | ||
Capital units (in units) | 0 | 375,000 |
Class C Units | Predecessor | ||
Capital units (in units) | 375,000 | |
Class D Units | ||
Capital units (in units) | 0 | 1,104,000 |
Class D Units | Predecessor | ||
Capital units (in units) | 1,107,000 | |
Class E Units | ||
Capital units (in units) | 0 | 1,012,000 |
Class E Units | Predecessor | ||
Capital units (in units) | 1,012,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Class C Common Stock | Class D Common Stock | Class A Units | Class B Units | Class C Units | Class D Units | Class E Units | Member UnitsClass A Units | Member UnitsClass B Units | Member UnitsClass C Units | Member UnitsClass D Units | Member UnitsClass E Units | Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Common StockClass D Common Stock | Additional paid-in capital | Retained earnings | Accumulated deficit | Accumulated other comprehensive loss | EVO Payments, Inc. (deficit)/equity | Nonredeemable non-controlling interests | Accumulated deficit |
Beginning balance (Predecessor) at Dec. 31, 2015 | $ (172,950) | $ 54,453 | $ 9,893 | $ (75,365) | $ (163,955) | $ (8,995) | $ (152,936) | ||||||||||||||||||||
Beginning balance (Predecessor) at Dec. 31, 2015 | 6,374,000 | 3,506,000 | 381,000 | 1,115,000 | 6,374,000 | 3,506,000 | 381,000 | 1,115,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2015 | 11,376,000 | ||||||||||||||||||||||||||
Net (loss) income | Predecessor | $ 51,346 | 47,705 | 3,641 | 47,705 | |||||||||||||||||||||||
Foreign currency translation adjustment | Predecessor | $ (52,454) | (52,393) | (52,393) | (61) | |||||||||||||||||||||||
Capital contribution (in shares) | Predecessor | 2,000 | ||||||||||||||||||||||||||
Capital contribution (in shares) | 2,000 | ||||||||||||||||||||||||||
Defined benefit pension plan | Predecessor | $ 294 | 294 | 294 | ||||||||||||||||||||||||
Redeemable non-controlling interests adjustment | Predecessor | (16,548) | (16,548) | (16,548) | ||||||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2016 | (197,763) | ||||||||||||||||||||||||||
Unit purchase/ redemption/ forfeiture/grants | Predecessor | (430) | $ (430) | (430) | ||||||||||||||||||||||||
Unit purchase/ redemption/ forfeiture/grants ,in share | Predecessor | (6,000) | (30,000) | |||||||||||||||||||||||||
Distributions | Predecessor | (7,021) | (2,249) | (4,772) | (2,249) | |||||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2016 | $ (197,763) | $ 54,453 | $ 9,463 | $ 54,453 | $ 9,463 | (127,464) | (187,576) | (10,187) | (124,028) | ||||||||||||||||||
Ending Balance (Predecessor) at Dec. 31, 2016 | 6,374,000 | 3,506,000 | 375,000 | 1,085,000 | 6,374,000 | 3,506,000 | 375,000 | 1,085,000 | |||||||||||||||||||
Ending Balance at Dec. 31, 2016 | 11,340,000 | ||||||||||||||||||||||||||
Net (loss) income | Predecessor | $ (37,813) | (40,242) | 2,429 | (40,242) | |||||||||||||||||||||||
Foreign currency translation adjustment | Predecessor | $ 69,917 | ||||||||||||||||||||||||||
Capital contribution (in shares) | Predecessor | 34,000 | 1,012,000 | |||||||||||||||||||||||||
Capital contribution (in shares) | 1,046,000 | ||||||||||||||||||||||||||
Ending Balance (Scenario, Previously Reported) at Dec. 31, 2017 | $ 100 | $ 1 | $ 99 | ||||||||||||||||||||||||
Ending balance (in shares) (Scenario, Previously Reported) at Dec. 31, 2017 | 100,000 | 100,000 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Cumulative translation adjustment subsequent to the Reorganization Transactions | Predecessor | $ 45,541 | 59,255 | 29,307 | $ 16,234 | $ (29,948) | ||||||||||||||||||||||
Defined benefit pension plan | Predecessor | $ 530 | 530 | $ 530 | ||||||||||||||||||||||||
Acquisition of additional shares in a consolidated subsidiary | Predecessor | (9,218,000) | (6,401,000) | (2,817,000) | (6,401,000) | |||||||||||||||||||||||
Redeemable non-controlling interests adjustment | Predecessor | $ (34,985) | $ (34,985) | $ (34,985) | ||||||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2017 | (166,531) | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2017 | (166,531) | $ 54,453 | $ 9,463 | $ 71,250 | $ (237,330) | (67,679) | (169,843) | $ 3,312 | |||||||||||||||||||
Unit purchase/ redemption/ forfeiture/grants | Predecessor | 71,250 | $ 71,250 | 71,250 | ||||||||||||||||||||||||
Unit purchase/ redemption/ forfeiture/grants ,in share | Predecessor | 22,000 | 1,012,000 | |||||||||||||||||||||||||
Distributions | Predecessor | (4,073) | (1,726) | (2,347) | (1,726) | |||||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2017 | $ (166,531) | $ 54,453 | $ 9,463 | $ 71,250 | $ 54,453 | $ 9,463 | $ 71,250 | (67,679) | (169,843) | 3,312 | (237,330) | ||||||||||||||||
Ending balance at Dec. 31, 2017 | $ 54,453 | $ 9,463 | $ 71,250 | ||||||||||||||||||||||||
Ending Balance (Predecessor) at Dec. 31, 2017 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | |||||||||||||||||
Ending Balance at Dec. 31, 2017 | 12,374,000 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | |||||||||||||||||||||
Beginning Balance (Scenario, Previously Reported) at Apr. 21, 2017 | $ 0 | $ 0 | 0 | ||||||||||||||||||||||||
Beginning balance (in shares) (Scenario, Previously Reported) at Apr. 21, 2017 | 0 | ||||||||||||||||||||||||||
Capital contribution | Scenario, Previously Reported | 100 | $ 1 | 99 | ||||||||||||||||||||||||
Capital contribution (in shares) | Scenario, Previously Reported | 100,000 | ||||||||||||||||||||||||||
Ending Balance (Scenario, Previously Reported) at Dec. 31, 2017 | $ 100 | $ 1 | 99 | ||||||||||||||||||||||||
Ending balance (in shares) (Scenario, Previously Reported) at Dec. 31, 2017 | 100,000 | 100,000 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2017 | $ (166,531) | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2017 | (166,531) | $ 54,453 | $ 9,463 | $ 71,250 | (237,330) | (67,679) | (169,843) | 3,312 | |||||||||||||||||||
Ending balance (Predecessor) at Dec. 31, 2017 | $ (166,531) | $ 54,453 | $ 9,463 | $ 71,250 | $ 54,453 | $ 9,463 | $ 71,250 | (67,679) | (169,843) | 3,312 | $ (237,330) | ||||||||||||||||
Ending balance at Dec. 31, 2017 | $ 54,453 | $ 9,463 | $ 71,250 | ||||||||||||||||||||||||
Ending Balance (Predecessor) at Dec. 31, 2017 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | |||||||||||||||||
Ending Balance at Dec. 31, 2017 | 12,374,000 | 6,374,000 | 3,506,000 | 375,000 | 1,107,000 | 1,012,000 | |||||||||||||||||||||
Net (loss) income | $ 16,713 | ||||||||||||||||||||||||||
Net income prior to Reorganization Transactions | (24,412) | (24,412) | (24,412) | ||||||||||||||||||||||||
Foreign currency translation adjustment | (9,160) | ||||||||||||||||||||||||||
Cumulative translation adjustment prior to Reorganization Transactions | (6,337) | (6,337) | (6,337) | ||||||||||||||||||||||||
Distributions prior to Reorganization Transactions | (1,334) | (1,334) | |||||||||||||||||||||||||
Acquisition of additional shares in a consolidated subsidiary | (22,065) | (20,924) | (20,924) | (1,141) | |||||||||||||||||||||||
Legacy deficit / accumulated comprehensive loss allocation (Class C&D) | 132,181 | 34,612 | 166,793 | (166,793) | |||||||||||||||||||||||
Legacy deficit / accumulated comprehensive loss allocation (Class B) | 189,889 | $ 150,485 | 39,404 | 189,889 | |||||||||||||||||||||||
Equity issued in connection with acquisition prior to Reorganization Transactions | $ (54,453) | $ (9,463) | $ (71,250) | $ 4 | $ 2 | 135,160 | |||||||||||||||||||||
Equity issued in connection with acquisition prior to Reorganization Transactions (in units and shares) | (6,374,000) | (3,506,000) | (375,000) | (1,107,000) | (1,012,000) | 1,319,000 | 35,914,000 | 2,561,000 | 24,305,000 | ||||||||||||||||||
Share-based compensation prior to Reorganization Transactions, net of share settlement | 51,339 | 51,339 | 51,339 | ||||||||||||||||||||||||
Share-based compensation prior to Reorganization Transactions, net of share settlement (in shares) | 494,000 | ||||||||||||||||||||||||||
Class B redeemable non-controlling interests fair value adjustment in connection to Reorganization Transactions | (735,775) | (735,775) | |||||||||||||||||||||||||
Effect of Reorganization Transactions | (715,226) | $ 4 | $ 2 | 186,499 | 186,505 | (901,731) | |||||||||||||||||||||
Effect of Reorganization Transactions (in shares) | 1,813,000 | 35,914,000 | 2,561,000 | 24,305,000 | |||||||||||||||||||||||
Capital contribution | 220,598 | $ 2 | 220,596 | 220,598 | |||||||||||||||||||||||
Capital contribution (in shares) | 15,434,000 | ||||||||||||||||||||||||||
Contingent consideration settled in Class A common stock | 771 | 771 | 771 | ||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2018 | 17,294,768 | 35,913,538 | 2,560,955 | 24,305,155 | |||||||||||||||||||||||
Contingent consideration settled in Class A common stock (in shares) | 48,000 | ||||||||||||||||||||||||||
Deferred taxes in connection with the Reorganization Transactions | 4,590 | 4,590 | 4,590 | ||||||||||||||||||||||||
Tax receivable agreement obligations in connection with the Reorganization Transactions | 389 | 389 | 389 | ||||||||||||||||||||||||
Net income subsequent to the Reorganization Transactions | (4,584) | $ 16,713 | 16,713 | (21,297) | |||||||||||||||||||||||
Cumulative translation adjustment subsequent to the Reorganization Transactions | (3,619) | (1,631) | (1,631) | (1,988) | |||||||||||||||||||||||
Legacy redeemable non-controlling interests fair value adjustment | 5,356 | 2,104 | 2,104 | 3,252 | |||||||||||||||||||||||
Class B redeemable non-controlling interests fair value adjustment in conjunction with the Reorganization Transactions | (188,102) | (73,893) | (73,893) | (114,209) | |||||||||||||||||||||||
Ending balance at Jun. 30, 2018 | $ (679,827) | $ 2 | $ 4 | $ 2 | $ 412,845 | $ (55,076) | $ (1,631) | $ 356,146 | $ (1,035,973) | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2018 | 17,295,000 | 35,914,000 | 2,561,000 | 24,305,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 140,891 | $ 123,899 | $ 269,173 | $ 233,519 | ||
Operating expenses: | ||||||
Cost of services and products, exclusive of depreciation and amortization shown separately below | 50,364 | 39,172 | 94,878 | 75,823 | ||
Selling, general and administrative | 115,567 | 53,517 | 175,180 | 104,537 | ||
Depreciation and amortization | 20,933 | 18,613 | 40,820 | 35,673 | ||
Total operating expenses | 186,864 | 111,302 | 310,878 | 216,033 | ||
(Loss) income from operations | (45,973) | 12,597 | (41,705) | 17,486 | ||
Other (expense) income: | ||||||
Interest income | 631 | 332 | 1,115 | 638 | ||
Interest expense | (21,560) | (15,579) | (36,870) | (30,577) | ||
Income from investment in unconsolidated investees | 246 | 438 | 761 | 758 | ||
Other (expense) income, net | (2,620) | (116) | (3,174) | (174) | ||
Total other (expense) income | (23,303) | (14,925) | (38,168) | (29,355) | ||
(Loss) income before income taxes | (69,276) | (2,328) | (79,873) | (11,869) | ||
Income tax benefit (expense) | 28,609 | (5,543) | 24,181 | (9,357) | ||
Net (loss) income | (40,667) | (7,871) | (55,692) | (21,226) | ||
Less net income attributable to non-controlling interests | (1,233) | (1,603) | (2,001) | (2,854) | ||
Net (loss) income attributable to the Members of EVO Investco, LLC | (9,474) | (24,080) | ||||
Less: Net loss attributable to non-controlling interests of EVO Investco, LLC | 58,613 | 74,406 | ||||
Net (loss) income | $ 16,713 | $ 16,713 | ||||
Earnings per share | ||||||
Basic (in dollars per share) | $ 0.97 | $ 0.97 | ||||
Diluted (in dollars per share) | $ 0.96 | $ 0.96 | ||||
Weighted average Class A common stock outstanding | ||||||
Basic (in shares) | 17,293,355 | 17,293,355 | ||||
Diluted (in shares) | 17,432,722 | 17,432,722 | ||||
Comprehensive (loss) income: | ||||||
Net (loss) income | $ (40,667) | (7,871) | $ (55,692) | (21,226) | ||
Unrealized gain on defined benefit pension plan | 33 | 520 | ||||
Unrealized (loss) gain on foreign currency translation adjustment | (28,144) | 25,357 | (9,160) | 53,799 | ||
Other comprehensive (loss) income | (28,144) | 25,390 | (9,160) | 54,319 | ||
Comprehensive (loss) income | (68,811) | 17,519 | (64,852) | 33,093 | ||
Less comprehensive income attributable to Non-controlling interests | 4,263 | (1,603) | 2,152 | 24,845 | ||
Comprehensive income (loss) attributable to the Members of EVO Investco, LLC | $ 15,916 | $ 57,938 | ||||
Less other comprehensive loss attributable to non-controlling interest of EVO Investco, LLC | 79,630 | 77,782 | ||||
Comprehensive income attributable to EVO Payments, Inc. | $ 15,082 | $ 15,082 | ||||
Predecessor | ||||||
Revenue | $ 504,750 | $ 419,221 | ||||
Operating expenses: | ||||||
Cost of services and products, exclusive of depreciation and amortization shown separately below | 164,480 | 140,659 | ||||
Selling, general and administrative | 220,971 | 174,198 | ||||
Depreciation and amortization | 74,136 | 64,012 | ||||
Total operating expenses | 459,587 | 378,869 | ||||
(Loss) income from operations | 45,163 | 40,352 | ||||
Other (expense) income: | ||||||
Interest income | 1,489 | 1,096 | ||||
Interest expense | (62,876) | (40,658) | ||||
Income from investment in unconsolidated investees | 941 | 1,547 | ||||
Other (expense) income, net | (477) | 72,147 | ||||
Total other (expense) income | (60,923) | 34,132 | ||||
(Loss) income before income taxes | (15,760) | 74,484 | ||||
Income tax benefit (expense) | (16,588) | (17,033) | ||||
Net (loss) income | (32,348) | 57,451 | ||||
Less net income attributable to non-controlling interests | (7,894) | (9,746) | ||||
Net (loss) income attributable to the Members of EVO Investco, LLC | (40,242) | 47,705 | ||||
Net (loss) income | (37,813) | 51,346 | ||||
Comprehensive (loss) income: | ||||||
Net (loss) income | (32,348) | 57,451 | ||||
Unrealized gain on defined benefit pension plan | 530 | 294 | ||||
Unrealized (loss) gain on foreign currency translation adjustment | 69,917 | (52,454) | ||||
Other comprehensive (loss) income | 70,447 | (52,160) | ||||
Comprehensive (loss) income | 38,099 | 5,291 | ||||
Less comprehensive income attributable to Non-controlling interests | (18,556) | (9,685) | ||||
Comprehensive income (loss) attributable to the Members of EVO Investco, LLC | $ 19,543 | $ (4,394) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (55,692) | $ (21,226) | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 40,820 | 35,673 | ||
Amortization of deferred financing costs | 7,094 | 1,609 | ||
Loss on extinguishment of debt | 2,042 | |||
Share-based compensation expense | 52,134 | |||
Loss on disposal of equipment and improvements | 449 | |||
Undistributed earnings from unconsolidated investees | (125) | 57 | ||
Accrued interest expense | (653) | 211 | ||
Accrued interest income | (55) | (10) | ||
Deferred rent | 60 | 15 | ||
Deferred taxes | (28,418) | 7,492 | ||
Loss on payment of contingent consideration | 105 | |||
Reserve on uncollectible notes receivable | 28 | |||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net | 9,230 | (5,829) | ||
Other receivables | 3,913 | (318) | ||
Inventory | 2,029 | (1,813) | ||
Other current assets | (454) | (5,869) | ||
Other assets | 665 | 4,822 | ||
Related parties | (4,976) | (12,316) | ||
Accounts payable | (12,325) | 771 | ||
Accrued expenses | 7,864 | 4,236 | ||
Settlement processing funds, net | (8,644) | (38,015) | ||
ISO reserves | (7) | (195) | ||
Net cash provided by (used in) operating activities | 15,084 | (30,705) | ||
Cash flows from investing activities: | ||||
Restricted cash | 125,000 | |||
Acquisition of businesses, net of cash acquired | (13,890) | (124,567) | ||
Purchase of equipment and improvements | (25,970) | (14,150) | ||
Acquisition of intangible assets | (15,420) | (12,335) | ||
Issuance of notes receivable | (20) | (27) | ||
Collections of notes receivable | 31 | 966 | ||
Net cash used in investing activities | (55,269) | (25,113) | ||
Cash flows from financing activities: | ||||
Proceeds from long-term debt | 532,594 | 398,410 | ||
Repayments of long-term debt | (623,732) | (413,553) | ||
Deferred financing costs paid | (3,395) | (19) | ||
Contingent consideration paid | (958) | |||
Deferred cash consideration | (65,000) | |||
Acquisition of additional non-controlling interest | (16,916) | (3,962) | ||
IPO proceeds | 231,500 | |||
Contributions by members | 71,250 | |||
Distribution to members | (1,674) | |||
Distribution to non-controlling interests holders | (5,104) | (1,873) | ||
Net cash provided by (used in) financing activities | 48,989 | 48,579 | ||
Effect of exchange rate changes on cash and cash equivalents | (6,769) | 9,007 | ||
Net increase (decrease) in cash and cash equivalents | 2,035 | 1,768 | ||
Cash and cash equivalents, beginning of year | 205,142 | 203,324 | $ 203,324 | |
Cash and cash equivalents, end of period | 207,177 | 205,092 | 205,142 | $ 203,324 |
Predecessor | ||||
Cash flows from operating activities: | ||||
Net (loss) income | (32,348) | 57,451 | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 74,136 | 64,012 | ||
Loss (gain) on sale of investments | 1,308 | (72,360) | ||
Amortization of deferred financing costs | 3,197 | 5,922 | ||
Loss on disposal of equipment and improvements | 384 | |||
Undistributed earnings from unconsolidated investees | 73 | (24) | ||
Accrued interest expense | 1,893 | 5,193 | ||
Accrued interest income | (41) | (46) | ||
Deferred rent | (85) | 116 | ||
Deferred taxes | 11,514 | (1,770) | ||
Reserve on uncollectible notes receivable | 36 | 24 | ||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net | (10,243) | 16,569 | ||
Other receivables | 5,898 | (17,196) | ||
Inventory | (1,378) | (2,160) | ||
Other current assets | (9,407) | (2,573) | ||
Other assets | 7,093 | (702) | ||
Related parties | (5,155) | 3,307 | ||
Accounts payable | 2,330 | 4,535 | ||
Accrued expenses | 6,907 | 7,573 | ||
Settlement processing funds, net | (48,080) | (35,222) | ||
ISO reserves | 178 | 104 | ||
Net cash provided by (used in) operating activities | 8,210 | 32,753 | ||
Cash flows from investing activities: | ||||
Restricted cash | 125,000 | (125,000) | ||
Acquisition of businesses, net of cash acquired | (124,964) | (13,984) | ||
Purchase of equipment and improvements | (42,021) | (31,708) | ||
Acquisition of intangible assets | (17,310) | (290) | ||
Net proceeds from sale of investments | 205 | 53,161 | ||
Issuance of notes receivable | (15) | |||
Collections of notes receivable | 974 | 589 | ||
Net cash used in investing activities | (58,116) | (117,247) | ||
Cash flows from financing activities: | ||||
Proceeds from long-term debt | 854,135 | 763,554 | ||
Repayments of long-term debt | (868,990) | (687,294) | ||
Deferred financing costs paid | (1,232) | (21,200) | ||
Contingent consideration paid | (282) | (5,859) | ||
Deferred cash consideration | (5,000) | |||
Consideration paid for additional shares in a consolidated subsidiary | (3,962) | |||
Contributions by members | 71,250 | |||
Distribution to members | (1,726) | (2,249) | ||
Distribution to non-controlling interests holders | (5,722) | (4,772) | ||
Net cash provided by (used in) financing activities | 38,471 | 42,180 | ||
Effect of exchange rate changes on cash and cash equivalents | 13,253 | (8,062) | ||
Net increase (decrease) in cash and cash equivalents | 1,818 | (50,376) | ||
Cash and cash equivalents, beginning of year | $ 205,142 | $ 203,324 | 203,324 | 253,700 |
Cash and cash equivalents, end of period | $ 205,142 | $ 203,324 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Scenario, Previously Reported | |
Organization | (1) Organization EVO Payments, Inc. (the “Company”) was formed as a Delaware corporation on April 20, 2017. The Company’s fiscal year end is December 31. The Company was formed for the purpose of completing certain reorganization transactions in order to carry on the business of EVO Investco, LLC (“EVO LLC”) and conducting a public offering. It is expected that following the completion of such reorganization transactions, the Company will be the sole managing member of EVO LLC and will operate and control all of the business affairs of EVO LLC and, through EVO LLC and its subsidiaries, continue to conduct the business now conducted by such subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Scenario, Previously Reported | |
Summary of Significant Accounting Policies | (2) Summary of significant accounting policies The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Shareholders' Equity | (15) Shareholders’ Equity Structure prior to the Reorganization Transactions Prior to the completion of the Reorganization Transactions, EVO, LLC had limited liability company interests outstanding in the form of Class A units, Class B units, Class C units, Class D units and Class E units. EVO, LLC also granted unit appreciation rights awards to certain of its officers and certain current and former employees. Immediately prior to the completion of the Reorganization Transactions, the limited liability company interests of EVO, LLC were beneficially owned as set forth below. The percentage of economic interest in EVO, LLC set forth below is based on a hypothetical liquidation of EVO, LLC based on the IPO price per share of $16.00 and the underwriting discounts and commission paid in the IPO. • Blueapple owned 6,374,245 Class A units, representing a 54.0% economic interest in EVO, LLC on a fully-diluted basis. • MDP owned an aggregate of 3,506,087 Class B units, representing a 29.7% economic interest in EVO, LLC on a fully-diluted basis. • Current and former management and employees owned an aggregate of 374,559 Class C units and 1,106,528 Class D units, representing a combined 6.9% economic interest in EVO, LLC on a fully-diluted basis. The Class D units were granted pursuant to the EVO, LLC Incentive Equity Plan and contained certain vesting restrictions, including time-based and performance-based conditions. The Class D units also contained a participation threshold used to determine if a particular grant was eligible to participate in distributions, including distributions made in connection with a sale, liquidation event or public offering. • Blueapple, MDP and certain members of management and current and former employees owned an aggregate of 1,011,931 Class E units, representing a combined 8.6% economic interest in EVO, LLC on a fully-diluted basis. • Management and current and former employees owned 297,121 vested unit appreciation rights awards. The unit appreciations rights awards were granted pursuant to the EVO, LLC Unit Appreciation Equity Plan and provided a right to the recipient to receive an amount in cash or other consideration equal to the value of a hypothetical Class D unit in connection with a sale, liquidation event or public offering. Reorganization Transactions In connection with the IPO, the Company consummated the following Reorganization Transactions. • All of the outstanding limited liability company interests in EVO, LLC were reclassified into a single class of LLC Interests. The number of LLC Interests issued to each member of EVO, LLC was determined based on a hypothetical liquidation of EVO, LLC. • All time-based and performance-based vesting conditions applicable to EVO, LLC’s outstanding unvested Class D units were waived in connection with the reclassification of the outstanding limited liability interests in EVO, LLC into LLC Interests. Our current and former executive officers collectively held 720,986 Class D units and collectively received 1,721,115 LLC Interests in connection with the reclassification of those Class D units. Our current and former employees collectively held 385,542 Class D units and collectively received 951,548 LLC Interests in connection with the reclassification of those Class D units. • Affiliates of MDP holding a portion of the Class E units held by MDP engaged in a series of transactions that resulted in the MDCP VI-C • The Company amended and restated EVO, Inc.’s certificate of incorporation to, among other things, provide for Class A common stock, Class B common stock, Class C common stock and Class D common stock. The terms of each class of our common stock are described in the 2018 Omnibus Incentive Plan (the “2018 Plan”). • The Company issued 15,433,333 shares of our Class A common stock (which includes 2,100,000 shares issued on May 30, 2018 upon exercise of the underwriters option to purchase additional shares of our Class A common stock granted in connection with the IPO), and the selling stockholder sold 666,667 shares of our Class A common stock, to investors in the IPO. • The Company issued 554,299 shares of our Class A common stock to members of our management and certain of our current and former employees upon conversion of the outstanding unit appreciation rights awards held by these individuals (and were deemed to have made a related capital contribution to EVO, LLC in exchange for LLC Interests corresponding to these shares of Class A common stock). Each of these shares of our Class A common stock (and the corresponding LLC Interests) are subject to the same vesting requirements as the related unit appreciation rights awards (without further acceleration as a result of the IPO), except that the Company waived all vesting requirements for performance-based unit appreciation rights awards and performance-based forfeiture requirements applicable to all unit appreciation awards in connection with these Reorganization Transactions. Members of our management and our current and former employees now hold 63,452 shares of Class A common stock subject to vesting, and 490,847 shares of Class A common stock which is fully vested. Any shares of Class A common stock subject to vesting as described above will be entitled to vote and receive dividends prior to vesting; any dividends received will be paid upon vesting and will be forfeited if the related shares of Class A common stock are forfeited. • The Company issued 48,218 shares of our Class A common stock to certain sellers of Zenith in satisfaction of a portion of a contingent payment obligation in connection with an acquisition of the remaining interest in a joint venture the Company completed in May 2017. • The Company issued 35,913,538 shares of our Class B common stock to Blueapple for nominal consideration on a one-to-one non-controlling • The Company issued 2,560,955 shares of our Class C common stock to our executive officers for nominal consideration on a one-to-one non-redeemable non-controlling • The Company issued 24,305,155 shares of our Class D common stock to MDP and to certain current and former employees for nominal consideration on a one-to-one non-redeemable non-controlling • The Company granted certain equity awards to our executive officers, directors and certain employees (“IPO Grant”) in connection with the completion of the IPO, representing 3.2% of the value of the total equity outstanding. These grants consisted of 503,795 restricted stock units and 2,115,625 options to purchase shares of Class A common stock. Refer to Note 16, “Stock Compensation Plans and Share-Based Compensation Awards,” for discussion over the impact of the IPO Grant. • The voting and economic rights associated with our classes of common stock are summarized in the following table: Class of Common Stock Holders Voting rights* Economic Class A common stock Public, MDP, Executive Officers, Current and Former Employees and Sellers of Zenith One vote per share Yes Class B common stock Blueapple 15.9% No Class C common stock Executive officers 3.5 votes per share, subject to aggregate cap No Class D common stock MDP and Current and Former Employees One vote per share No * Subject to certain ownership requirements, on the third anniversary of the consummation of the IPO the voting rights of our Class B common stock will cease and each share of our Class C common stock will automatically convert into a share of our Class D common stock. Shares of our common stock will generally vote together as a single class on all matters submitted to a vote of our shareholders. • The Company used the net proceeds from the sale of Class A common stock to purchase LLC Interests directly from EVO, LLC, at a purchase price per LLC Interest equal to the initial public offering price per share of Class A common stock less underwriting discounts and commissions. • The Company amended and restated the limited liability company agreement of EVO, LLC, to, among other things, (1) appoint EVO, Inc. as the sole managing member of EVO, LLC and (2) provide certain sale and exchange rights to the owners of Class B, C and D common stock immediately following the completion of the IPO (the “Continuing LLC Owners”). • Through June 30, 2018, EVO, LLC incurred fees and expenses related to the Reorganization Transactions of $10.3 million. • The Continuing LLC Owners continue to own their LLC Interests and, except for MDP through its ownership of shares of our Class A common stock, have no economic interests in EVO, Inc. despite their ownership of Class B common stock, Class C common stock and Class D common stock, as applicable (where “economic interests” means the right to receive any distributions or dividends, whether in cash or stock, in connection with Class A common stock). • The Company entered into the TRA with the Continuing LLC Owners. Refer to Note 3, “Tax Receivable Agreement,” for further information on the TRA. Organizational structure following our IPO Immediately following the completion of our IPO, EVO, Inc. became a holding company and our principal asset was the LLC Interests purchased from EVO, LLC. As the sole managing member of EVO, LLC, EVO, Inc. operates and controls all of the business and affairs of EVO, LLC and, through EVO, LLC and its subsidiaries, conducts our business. Accordingly, although EVO, Inc. has a minority economic interest in EVO, LLC, the Company has the sole voting interest in, and control the management of, EVO, LLC. Therefore, EVO, Inc. has consolidated the financial results of EVO, LLC and its subsidiaries in our unaudited condensed consolidated financial statements. As a result of and immediately following the Reorganization Transactions and the IPO, including the underwriters’ exercise of their option to purchase additional shares of our Class A common stock granted in connection with the IPO: • EVO, Inc. exercises exclusive control over EVO, LLC as its sole managing member. • The investors collectively own 92.8% of our outstanding Class A common stock, consisting of 16,100,000 shares of our Class A common stock, representing 26.8% of the combined voting power in the Company. • Blueapple, through its ownership of all of our outstanding Class B common stock, owns 15.9% of the combined voting power in the Company. • Our executive officers collectively own 0.9% of our outstanding Class A common stock, consisting of 134,707 shares of Class A common stock, and 100% of our Class C common stock, consisting of 2,560,955 shares of our Class C common stock. Certain of our current and former employees also collectively own 2.0% of our outstanding Class A common stock, consisting of 306,545 shares of Class A common stock, and 7.6% of our outstanding Class D common stock, consisting of 1,843,677 shares of Class D common stock. Collectively, our executive officers hold shares of our common stock representing 15.2% of the combined voting power in the Company, and our current and former employees hold shares of our common stock representing 3.6% of the combined voting power in the Company. • MDP owns 92.4% of our outstanding Class D common stock, consisting of 22,461,478 shares of our Class D common stock, and 3.8% of our outstanding Class A common stock, consisting of 652,500 shares of Class A common stock, representing 38.4% of the combined voting power in the Company. • EVO, Inc. owns 17,355,899 LLC Interests, representing 21.7% of the LLC Interests. • Blueapple has a sale right providing that, upon our receipt of a sale notice from Blueapple, the Company will use its commercially reasonable best efforts to pursue a public offering of shares of our Class A common stock and will use the net proceeds therefrom to purchase LLC Interests from Blueapple. Upon our receipt of such a sale notice, the Company may elect, at our option (determined solely by our independent directors (within the meaning of the rules of NASDAQ)) who are disinterested, to cause EVO, LLC to instead redeem the applicable LLC Interests for cash; provided that Blueapple consents to any election by us to cause EVO, LLC to redeem the LLC Interests. • Each Continuing LLC Owner (other than Blueapple) has an exchange right providing that, upon receipt of an exchange notice from such Continuing LLC Owner, the Company will exchange the applicable LLC Interests from such Continuing LLC Owner for newly issued shares of our Class A common stock on a one-for-one • If the Company elects to cause EVO, LLC to redeem LLC Interests in lieu of pursuing a public offering or exchanging LLC Interests for newly issued shares of our Class A common stock, the Company will offer the other Continuing LLC Owners the right to have their respective LLC Interests redeemed in an amount up to such person’s pro rata share of the aggregate LLC Interests to be redeemed. The Company will not be required to redeem any LLC Interests from Blueapple or any other Continuing LLC Owner in response to a sale notice from Blueapple if the Company elects to pursue, but is unable to complete, a public offering of shares of our Class A common stock. • Each Continuing LLC Owner also received certain registration rights pursuant to the Registration Rights Agreement. MDP received customary demand registration rights that require us to register shares of Class A common stock held by it, including any Class A common stock received upon our exchange of Class A common stock for its LLC Interests. All Continuing LLC Owners (other than Blueapple) received a customary piggyback registration rights, which includes the right to participate on a pro rata basis in any public offering the Company conducts in response to our receipt of a sale notice from Blueapple. In addition, the Company agree to maintain a registration statement with respect to the issuance of the Class A common stock to be issued in exchange for any outstanding LLC Interests pursuant to any exchange under the Exchange Agreement. Blueapple will also have the right, in connection with any public offering the Company conduct (including any offering conducted as a result of an exercise by MDP of its registration rights), to request that the Company uses its commercially reasonable best efforts to pursue a public offering of shares of our Class A common stock and use the net proceeds therefrom to purchase a pro rata portion of its LLC Interests. Use of Proceeds Upon consummation of the IPO, the total net proceeds of the offering were $231.5 million, including proceeds resulting from the underwriters’ exercise of their option to purchase additional shares of our Class A common stock in connection with the IPO. Of the proceeds, $178.2 million was used to repay the second lien term loans under the Senior Secured Credit Facilities, including principal, interest and prepayment fees and $52.6 million was used to repay a portion of the deferred purchase price under the Sterling acquisition. The remaining $0.6 million of proceeds was used for working capital and general corporate purposes. Other offering costs incurred were approximately $10.3 million and were paid by EVO, LLC on behalf of EVO, Inc., pursuant to the EVO, LLC operating agreement. | |
Scenario, Previously Reported | ||
Shareholders' Equity | (3) Shareholder’s equity The President of International at EVO LLC is the sole shareholder of the Company and contributed $100 to the Company on April 21, 2017 to purchase 100 shares of common stock. This contribution was funded in full on May 9, 2017. Holders of common stock shall be entitled to one vote for each share of common stock held on all matters submitted to shareholders for vote, consent or approval. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events | (17) Subsequent Events Subsequent events have been evaluated from the balance sheet date through the date in which the unaudited condensed consolidated financial statements were available to be issued. | |
Scenario, Previously Reported | ||
Subsequent Events | (4) Subsequent events The Company has evaluated subsequent events through April 25, 2018, the date the financial statements were issued. The Company did not note any subsequent events requiring disclosure or adjustments to the financial statements. | |
Predecessor | ||
Subsequent Events | (16) Subsequent events Subsequent events have been evaluated from the balance sheet date through April 25, 2018, the date in which the consolidated financial statements were available to be issued. In March 2018, the Company purchased the remaining 38% non-controlling interest of a majority-held subsidiary. Due to the limited time since the purchase, the initial accounting for the transaction, and its impact on the Company’s equity balances, is incomplete. As a result, the Company is unable to provide amounts recognized as of the acquisition date resulting from the transaction. The purchase price is $11.2 million on the date of closing, with an additional $3.7 million to be paid on the one year anniversary of the closing. Additionally, the Company has sold to the sellers of the minority interest the remaining 33.3% of the outstanding shares of a minority held subsidiary. The information will be included in the report for the year ending December 31, 2018. In April 2018, the Company entered into a second incremental amendment agreement to the first lien credit facility, pursuant to which existing term loan credit facility was increased to $665.0 million. |
Description of business and sum
Description of business and summary of significant accounting policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Description of Business and Summary of Significant Accounting Policies | (1) Description of Business and Summary of Significant Accounting Policies (a) Description of Business EVO, Inc. is a Delaware corporation whose primary asset is its ownership of approximately 21.7% of the membership interests of EVO, LLC as of June 30, 2018. EVO, Inc. was incorporated on April 20, 2017 for the purpose of completing the Reorganization Transactions, in order to carry on the business of EVO, LLC and to consummate the IPO. EVO, Inc. is the sole managing member of EVO, LLC and operates and controls all of the businesses and affairs conducted by the Group. The Company is a leading payment technology and services provider, offering an array of innovative, reliable, and secure payment solutions to merchants across North America and Europe. The Company supports all major card types in the markets it serves. The Company provides card-based payment processing services to small and middle market merchants, multinational corporations, government agencies, and other business and nonprofit enterprises located throughout North America and Europe. These services enable merchants to accept credit and debit cards and other electronic payment methods as payment for their products and services by providing terminal devices, card authorization, data capture, funds settlement, risk management, fraud detection, and chargeback services. As of June 30, 2018, the Company serviced over 550,000 merchants, had the ability to process across 50 markets and operated two reportable segments: North America and Europe. Since 2012, the Company has acquired and established various interests in entities that expanded the Company’s presence in North America and Europe. Most of these acquisitions were financed by an increase in the Company’s bank credit facilities. (b) Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated balance sheets as of June 30, 2018, the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2018 and 2017, the unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2018, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted in accordance with SEC rules that would ordinarily be required under U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on May 24, 2018 (the “Prospectus”) for the offering of Class A common stock (the “Class A common stock”). See Note 15, “Shareholders’ Equity,” to the unaudited condensed consolidated financial statements for information regarding the Reorganization Transactions and the IPO. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. Accordingly, actual results could differ from those estimates. Estimates are used for accounting purposes including, but not limited to, calculating redeemable non-controlling (c) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. As sole managing member of EVO, LLC, EVO, Inc. exerts control over the Group. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation non-controlling (d) Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less when acquired. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are merchant reserve cash balances, which represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreements (“Merchant Reserves”). While this cash is not restricted in its use, the Company believes that maintaining the Merchant Reserves to collateralize merchant losses strengthens its fiduciary standings with its card network sponsors (“Member Banks”) and is in accordance with the guidelines set by the card networks. As of June 30, 2018, and December 31, 2017, Merchant Reserves were $107.5 million and $111.3 million, respectively. (e) Earnings Per Share Basic earnings per Class A common stock is computed by dividing the net income attributable to EVO, Inc. by the weighted average number of Class A common stock outstanding from May 23, 2018 to June 30, 2018. Diluted earnings per Class A common stock is calculated by dividing the net income attributable to EVO, Inc. by the diluted weighted average Class A common stock outstanding during the period, which includes stock options, restricted stock units (“RSUs”), unit appreciation rights (“UARs”), restricted stock awards (“RSAs”), and LLC Interests corresponding to each Class C common share and Class D common share that are convertible into shares of Class A common stock for the period after the closing of the IPO. The dilutive effect of outstanding share-based compensation awards, if any, is reflected in diluted earnings per Class A common stock by application of the treasury stock method or if-converted (f) Settlement Processing Assets and Liabilities In certain markets, the Company is a member of various card networks, allowing it to process and fund transactions without third party sponsorship. In other markets, the Company has financial institution sponsors Member Banks for whom the Company facilitates payment transactions. These arrangements allow the Company to route transactions under the Member Banks’ control and identification numbers to clear card transactions through card networks. A summary of these amounts are as follows: June 30, 2018 December 31, 2017 (In thousands) Settlement processing assets: Receivable from card networks $ 311,900 $ 342,803 Receivable from merchants 118,023 96,466 Totals $ 429,923 $ 439,269 Settlement processing obligations: Settlement liabilities $ (359,242 ) $ (372,642 ) Merchant reserves (107,535 ) (111,876 ) Totals $ (466,777 ) $ (484,518 ) (g) Revenue Recognition The Company recognizes revenue when (1) it is realized or realizable and earned, (2) there is persuasive evidence of an arrangement, (3) delivery and performance has occurred, (4) there is a fixed or determinable sales price, and (5) collection is reasonably assured. The Company primarily earns revenue from payment processing services. Payment processing service revenue is based on a percentage of transaction value and on specified amounts per transaction or service, and is recognized as such services are performed. The Company also earns revenue from the sale and rental of electronic point of sale (“POS”) equipment. Revenue from the sale of these products is recognized when goods are shipped and title passes to the customer. Revenue from the rental of electronic POS equipment is recognized monthly as earned. These revenues are presented in “Processing and other revenue” in the below table and totaled $11.1 million and $10.1 million for the three months ended June 30, 2018 and 2017, respectively. These revenues totaled $21.4 million and $19.5 million for the six months ended June 30, 2018 and 2017 respectively. Such rental arrangements are considered multiple element arrangements. The Company follows guidance in ASC 605-25, Revenue Recognition – Multiple-Element Arrangements non-processing A summary of revenue is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) (In thousands) Processing and other revenue $ 480,268 $ 437,823 $ 921,004 $ 827,372 Interchange and card network fees (281,195 ) (257,149 ) (537,504 ) (482,683 ) Subtotal 199,073 180,674 383,500 344,689 Commissions (41,641 ) (39,904 ) (80,640 ) (78,810 ) Card network processing costs and other (16,541 ) (16,871 ) (33,687 ) (32,360 ) Revenue $ 140,891 $ 123,899 $ 269,173 $ 233,519 (h) Share-Based Compensation The Company accounts for share-based compensation transactions with employees in accordance with ASC 718, Compensation: Stock Compensation (i) Recent Accounting Pronouncements New accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company are adopted as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other 2017-04 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting tax-withholding 2016-09 In March, April and May 2016, the FASB issued ASU 2016-08, 2016-10 2016-12, Revenue from Contracts with Customers 2014-09. 2014-09, Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases | |
Predecessor | ||
Description of Business and Summary of Significant Accounting Policies | (1) Description of business and summary of significant accounting policies (a) Description of business EVO Investco, LLC (“EVO LLC”) and its subsidiaries are referred to herein collectively as the “Company” or “EVO” unless the context requires otherwise. The Company provides card-based payment processing services to small to middle market merchants, multinational corporations, government agencies, and other business and nonprofit enterprises located throughout North America and Europe. These services enable merchants to accept credit and debit cards, as well as other electronic payment methods as payment for their products and services, by providing the terminal devices, card authorization, data capture, funds settlement, risk management, fraud detection, and chargeback services. As of December 31, 2017, the Company services over 525,000 merchants and has the ability to process across 50 markets and operates two reportable segments: North America and Europe. The Company markets its services through diverse channels, including international, national, and regional sales teams and third-party reseller partners. The Company also has relationships with a broad range of referral partners that include banks, independent software vendors, payment facilitators, independent sales organizations (“ISOs”) and trade associations as well as arrangements with processors. Since 2012, the Company acquired and established various interests in entities that expanded the Company’s presence in North America and Europe. Most of these acquisitions were facilitated by an increase in the Company’s bank credit commitments. (b) Basis of presentation and use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make certain estimates and assumptions that affect the reported assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Accordingly, actual results could differ from those estimates. Estimates are used when accounting for, but not limited to, redeemable non-controlling interest, income taxes, and valuation of long lived assets. For the year ended December 31, 2017, the Company recorded certain prior period adjustments to components of Total deficit. The impact of these corrections increased the Accumulated deficit by $29.9 million, decreased Accumulated other comprehensive loss by $13.7 million, and increased Nonredeemable non-controlling interest by $16.2 million. These adjustments were made to (1) reclassify prior period distributions from Nonredeemable non-controlling interest into Redeemable non-controlling interest, and (2) to reclassify prior period foreign currency translation adjustment associated with Redeemable non-controlling interest. On the consolidated statement of changes in members’ deficit this activity was recognized in the Foreign currency translation and other adjustments for the year ended December 31, 2017. The aforementioned adjustments had no impact on Total deficit. (c) Principles of consolidation The accompanying consolidated financial statements include the accounts of EVO LLC and its majority owned and/or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. (d) Cash and cash equivalents and restricted cash Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less when acquired. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are merchant reserve cash balances, which represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreement (“Merchant Reserves”). While this cash is not restricted in its use, the Company believes that designating this cash to collateralize Merchant Reserves strengthens its fiduciary standings with member sponsors and is in accordance with the guidelines set by the card networks. As of December 31, 2017 and 2016, Merchant Reserves were $111.3 million and $121.4 million, respectively. (e) Accounts receivable and other receivables Receivable balances are stated net of allowance for doubtful accounts. Accounts receivable consists of amounts of foreign value added taxes to be recovered during regular business operation and amounts due from ISOs and merchants related to the sale of point of sale (“POS”) equipment and peripherals. Included in other receivables as of December 31, 2017 and 2016 is an amount of value added taxes of $32.1 million and $31.6 million, respectively, due from the Mexican tax authority to recover as part of the business acquisition in Mexico with a corresponding liability that has been included in accounts payable to be paid to the seller. Also included in other receivables are advances to merchants and other revenues due to the Company. The Company periodically evaluates its accounts receivable and other receivables for collectability. The Company reviews historical loss experience, the financial position of its customers and known or expected trends when estimating the allowance for doubtful accounts. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. (f) Inventory Inventory, consisting primarily of electronic POS terminals and prepaid mobile phone cards, is stated at the lower of cost or net realizable value. Cost is determined by using the first-in first-out (g) Settlement processing assets and liabilities In certain markets, the Company is a member of various card networks, allowing it to process and fund transactions without third party sponsorship. In other markets, the Company has financial institution sponsors (“Member Banks”) where the Company facilitates payment transactions. These arrangements allow the Company to route transactions under the Member Banks’ control and identification numbers to clear card transactions through card networks. Funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. The standards of the card networks restrict non-members from performing funds settlement or accessing merchant settlement funds, and, instead, require that these funds be in the possession of the Member Banks until the merchant is funded. However, in certain markets and in accordance with the terms of the Company’s Bank Sponsorship Agreements with its Member Banks, funds settlement generally follows a net settlement process. Timing differences, interchange expense, Merchant Reserves, and exception items cause differences between the amount the Member Banks receives from the card networks and the amount funded to the merchants. Settlement processing assets and obligations represent intermediary balances arising in the settlement process. A summary of these amounts as of December 31, 2017 and 2016 are as follows: 2017 2016 (In thousands) Settlement processing assets: Receivable from card networks $ 342,803 $ 243,409 Receivable from merchants 96,466 58,221 Totals $ 439,269 $ 301,630 Settlement processing obligations: Settlement liabilities $ (372,642 ) $ (272,181 ) Merchant reserves (111,876 ) (121,387 ) Totals $ (484,518 ) $ (393,568 ) (h) Deferred costs In 2016 the Company began incurring costs in connection with the filing of its Registration Statement on Form S-1, which are deferred in other assets in accordance with ASC 505-10-25 , Equity—Recognition The Company has capitalized $6.4 million and $0.6 million as of December 31, 2017 and 2016, respectively. (i) Equipment and improvements Equipment and improvements are stated at cost less accumulated depreciation. Card processing, office equipment, computer software, and furniture and fixtures are depreciated over their respective estimated useful lives, on a straight line basis. Leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the lease term. Maintenance and repairs which do not extend the useful life of the respective assets are charged to expense as incurred. (j) Deferred financing costs The costs associated with obtaining debt financing are capitalized and amortized over the term of the related debt. Such costs are shown as a reduction of the long-term debt. (k) Goodwill and intangible assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amounts of goodwill, acquired merchant contract portfolios and other intangible assets may not be recoverable. Goodwill represents the excess of cost over fair value of identifiable tangible and intangible net assets acquired through acquisitions. The Company evaluates its goodwill and indefinite lived intangible assets for impairment annually as of October 1, or more frequently as circumstances warrant. The Company has the option to perform a qualitative assessment of impairment or a two-step approach to determine whether events or circumstances have occurred giving rise to the need for further quantitative testing. If the Company decides that it is appropriate to perform a qualitative assessment, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A qualitative assessment would include consideration of macroeconomic condition, industry and market considerations, changes in certain costs, overall financial performance, and other relevant entity specific events. If the Company concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company concludes that the carrying value of a reporting unit more likely than not exceeds the fair value, management is required to perform the two step process. In the first step, the fair value for the reporting unit is compared to its carrying value including goodwill. In the event that the fair value of the reporting unit was determined to be less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The implied fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the fair value of the net identifiable assets. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment. The Company has two reporting units: North America and Europe. Finite-lived assets include merchant contract portfolios, marketing alliance agreements, trademarks, internally developed software and non-competition agreements stated net of accumulated amortization or impairment charges and foreign currency translation adjustments. Merchant contract portfolios consist of merchant contracts acquired from third parties that will generate revenue for the Company. The useful lives of merchant contract portfolios are determined using forecasted cash flows, based on, among other factors, estimates of revenue, expenses, and merchant attrition associated with the underlying portfolio of merchant accounts. The useful lives are determined based upon the period of time over which a significant portion of the economic value of such assets are expected to be realized. The useful life of merchant contract portfolios is 7 to 19 years. Amortization of merchant contract portfolios is accelerated based on the present value of the portfolios’ forecasted cash flows. Acquired marketing alliance agreements and certain acquired trademarks are amortized on a straight-line basis over 5 to 21 years. Internally developed software has a useful life of 3 to 7 years using the straight-line method. Factors such as obsolescence, technology, competition, and other economic factors have been considered when determining the useful life of internally developed software. Capitalization of internally developed software occurs in costs associated with the developmental phase of a project, and amortization commences when the software is ready to be placed into use by the Company. Expenses incurred before the completion of the preliminary project stage are expensed as incurred. Non-competition agreements are amortized on a straight-line basis over 2 to 4 years. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company assesses its recoverability by determining whether the carrying value will be recovered through its future undiscounted cash flows and from its ongoing use, and if applicable, its eventual disposition. When the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the difference. For the years ended December 31, 2017 and 2016, there was no goodwill or long-lived asset impairment. (l) Revenue recognition The Company recognizes revenue when (1) it is realized or realizable and earned, (2) there is persuasive evidence of an arrangement, (3) delivery and performance has occurred, (4) there is a fixed or determinable sales price, and (5) collection is reasonably assured. The Company primarily earns revenue from payment processing services. Payment processing service revenue is based on a percentage of transaction value or on a specified amount per transaction or related services, and is recognized as such services are performed. The Company also earns revenue in North America and Europe from sales and rental of electronic POS equipment. Revenue from the sale of these products is recognized when goods are shipped and title passes to the customer. Revenue from the rental of electronic point-of-sale equipment is recognized monthly as earned. These revenues are presented in “Processing and other revenue” in the below table and totaled $36.2 million and $36.5 million for the years ended December 31, 2017 and 2016, respectively. Such rental arrangements are considered multiple element arrangements. The Company follows guidance in ASC 605-25, Revenue Recognition—Multiple-Element Arrangements A summary of revenue is as follows for the years ended December 31, 2017 and 2016: 2017 2016 (In thousands) Processing and other revenue $ 1,744,520 $ 1,404,392 Interchange and card network fees (1,012,167 ) (769,221 ) Subtotal 732,353 635,171 Commissions (159,314 ) (146,225 ) Card network processing costs and other (68,289 ) (69,725 ) Revenue $ 504,750 $ 419,221 Depending on the country, the Company enters into Bank Sponsorship Agreement with Member Banks in order to provide processing services to its merchants, as either a member of the card networks or as an ISO through a processor. The Member Banks sponsorship authorizes the Company to process card network transactions under the applicable guidelines of the Member Banks. The Member Banks are ultimately responsible for the merchant relationship but, under this agreement passes the initial responsibility for settlement processing and risk of loss to the Company. As a member of the card networks, the Company has the ultimate responsibility for merchant relationship, settlement processing and risk of loss. As a member of the card networks or under the ISO relationship, receipts from processors and merchants are presented in “Processing and other revenue” in the above table. The Company does not determine interchange rates; they are set by the card networks. These fees are presented as “Interchange and card network fees” in the above table. The rights for the Company to earn service fee revenue from the receipt of fees from merchants are generated by a negotiated agreement with ISOs or other third parties. The ISO or third party acts as supplier of products or services by achieving most of the shared risks and rewards as principal in the merchant agreement; the Company passes the ISO’s share of merchant receipts to them as “Commissions” as presented in the above table. Card network processing costs and other are assessed by the card networks for authorization, settlement, and card network access services. The Company collects these amounts through the processing cycle and reimburses the card networks. The Company is not responsible for the fulfilment or acceptance of these services and presents these costs as “Card network processing costs and other” in the above table. The Company follows the requirements of ASC 605-45, Principal Agent Considerations The determination of gross versus net recognition for interchange and card network fees, commissions and network processing costs and other fees requires judgment that depends on the relevant facts and circumstances. The Company recognizes its processing and other revenue on a gross basis as the Company is the primary obligor for providing processing services. The Company recognizes its fees charged to customers net of interchange and card network fees, commissions, and card network processing costs and other fees because the fees are assessed to the Company’s merchant customers by other entities as it is not the primary obligor. (m) Income taxes The Company is considered a flow-through entity for U.S. federal tax purposes and most state jurisdictions. Income tax liabilities are incurred in foreign jurisdictions whereas income of EVO LLC in the U.S. flows through and is taxable to its members and not to EVO LLC. EVO LLC’s domestic or foreign subsidiary’s income tax filings are periodically audited by the local tax authorities. EVO LLC’s open tax years by jurisdiction are as follows as of December 31, 2017: Jurisdiction Years Canada 2015-2017 Czech Republic 2015-2017 Germany 2014-2017 Gibraltar 2016-2017 Ireland 2014-2017 Malta 2016-2017 Mexico 2015-2017 Poland 2013-2017 Spain 2014-2017 United Kingdom 2014-2017 Initial years shown open to income tax audit reflect the first taxable year of organization the first year which the Company has total or partial ownership of the legal entity in the Czech Republic, Gibraltar, Malta, and Mexico. Deferred taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes deferred tax assets to the extent that it is expected these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Deferred tax assets and deferred tax liabilities are measured using tax rates expected to apply for the period when the asset will be recovered or the liability will be settled, based on jurisdictional tax rates (and tax regulations) in effect. The effect of a change in tax rates is recognized in the consolidated statement of operations and comprehensive income (loss) in the period that includes the enactment date. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence such as our projections of future growth. On the basis of this evaluation, as of December 31, 2017 and 2016, a valuation allowance of $15.9 million and $11.5 million, respectively, has been established to reduce the carrying amount of the deferred tax to an amount that is more than likely than not to be realized in various European jurisdictions. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. Uncertain tax positions The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process: (1) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company is subject to tax audits in various jurisdictions and regularly assesses the likely outcome of such audits in order to determine the need for liabilities for uncertain tax benefits. As of December 31, 2017 and 2016, the Company’s management believed that, based on its evaluation of the tax positions including its filed tax returns, there were no uncertain tax positions that required recognition or disclosure in the consolidated financial statements. The Company’s management continually evaluates the appropriateness of liabilities for uncertain tax positions considering factors such as statutes of limitations, audits, proposed settlements, and changes in tax law. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. (n) Nonredeemable non-controlling interests and redeemable non-controlling interests Non-controlling interests relate to the portion of equity in a consolidated subsidiary not attributable, directly or indirectly, to the Company. Where redemption of such non-controlling interests are solely within the control of the Company, such interests are reflected in the consolidated balance sheets as “Nonredeemable non-controlling interests” and in the consolidated statements of operations and comprehensive income (loss) as “Net income attributable to nonredeemable non-controlling interests.” Redeemable non-controlling interests (“RNCI”) relate to non-controlling interests that are redeemable upon the occurrence of an event that is not solely within the Company’s control and are reported in the mezzanine section between total liabilities and members’ deficit in the Company’s consolidated balance sheets. The Company adjusts the redeemable non-controlling interests to reflect its estimate of the maximum redemption amount each year against the Company’s members’ deficit. (o) Self-insurance The Company is self-insured up to certain predetermined amounts for liabilities relating to employee related health and dental care benefits in the United States. The estimated costs of all known and probable losses were accrued by the Company as of December 31, 2017 and 2016. The provisions for self-insured employee related health and dental care benefits are estimated by management by considering historical claims experiences. The Company is also the beneficiary of a stop loss insurance policy for annual claims under its employee health care plan of $200,000 per plan member and an aggregate total insurance benefit of $1.0 million per year. The accrued liability for self-insured employee health claims was $0.4 million and $0.6 million as of December 31, 2017 and 2016, respectively. (p) Foreign currency translation The Company has operations in foreign countries whose functional currency is the local currency. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net income for the period. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period end exchange rate. Income statement items are translated at the average monthly rates prevailing during the year. The resulting translation adjustment is recorded as a component of other comprehensive income (loss) and is included in members’ deficit. (q) Fair value measurements The Company follows ASC 820, Fair Value Measurements The Company uses the hierarchy prescribed in the aforementioned accounting guidance for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date, Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, and Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk. (r) Segment reporting The Company has two strategic operating segments: North America and Europe. Additionally, the Company has determined that the reportable segments are the same as the operating segments. The alignment of the Company’s segments is designed to establish lines of business that support the geographical markets the Company operates in and allow the Company to further globalize the Company’s solutions while working seamlessly with the Company’s teams across these markets. The North America segment comprises the geographical markets of the United States, Canada and Mexico. The Europe segment comprises the geographical markets of Western Europe (Spain, United Kingdom, Ireland and Germany) and Eastern Europe (Poland and Czech Republic). The Company also provides general corporate services to its segments through a corporate function, which does not earn any revenues and is therefore not an operating segment. Such costs are reported as “Corporate.” (s) Earnings per share Historic basic and diluted earnings per common unit holder are not presented since the ownership structure of the Company is not a common unit of ownership. (t) Recent accounting pronouncements New accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations , Business Combinations In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Cash Receipts and Cash Payments In March, April and May 2016, the FASB issued ASU 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases |
Acquisitions
Acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Acquisitions | (4) Acquisitions 2018 Acquisitions (a) EVO Payments International Corp. - Canada In February 2018, a subsidiary of EVO, Inc. acquired the remaining 30% membership interest in EVO Payments International Corp. - non-controlling (b) Nationwide Payment Solutions, LLC In March 2018, a subsidiary of EVO, Inc. acquired the remaining 38% membership interest in Nationwide Payment Solutions, LLC (“NPS”) for an upfront payment of $16.9 million and contingent consideration of $3.8 million to be paid on March 23, 2019. This transaction resulted in a reduction to members’ deficit and nonredeemable non-controlling (c) Liberbank, S.A. In April 2018, a subsidiary of EVO, Inc. acquired a portion of the merchant acquiring assets of Liberbank, S.A and Banco de Castilla la Mancha, S.A. for € (d) Nodus Technologies, Inc. In May 2018, a subsidiary of EVO, Inc. completed the acquisition of 100% of the outstanding shares of Nodus Technologies, Inc. (“Nodus”) for $18.0 million. The total consideration includes a holdback liability of $0.8 million. Nodus is presented in our North America segment. The pro forma impact of this acquisition was not material to the Company’s historical consolidated operating results and is, therefore, not separately presented. Equipment and intangible assets consist of office equipment, computer software, merchant contract portfolios, trademarks, internally developed software, and non-competition 2017 Acquisitions (e) Sterling Payment Technologies, LLC In January 2017, a subsidiary of EVO, Inc. completed the acquisition of 100% of outstanding units of Sterling Payment Technologies, LLC (“Sterling”) for $196.8 million, including deferred purchase price of $71.2 million, a holdback liability of $0.2 million and an estimated working capital adjustment of $0.3 million. The Company agreed to a deferred purchase price of $70.0 million which was paid in full in May 2018. Total costs incurred in connection with this acquisition were $1.3 million and are presented in selling, general and administrative expenses. Sterling is presented in our North America segment. The table below presents the allocation of the purchase price of Sterling to the assets acquired and liabilities assumed based on their fair values. As of the (In thousands) Cash and cash equivalents $ 601 Accounts receivable 945 Prepaid expenses and other 905 Inventory 851 Equipment and improvements 2,711 Intangibles - Trademarks 14,400 Intangibles - Internally developed software 7,300 Intangibles - Non-competition 6,200 Intangibles - Merchant contract portfolios 27,300 Intangibles - Marketing alliance agreements 30,200 Accounts payable and accrued expenses (2,626 ) Total net fair value excluding goodwill 88,787 Goodwill 107,978 Total purchase price $ 196,765 Intangible assets consist of an indefinite lived trade name, internally developed software, non-competition non-competition The Company views this acquisition as an important part of its long-term strategy of expanding the Company’s business domestically and the goodwill arising from the acquisition was attributable to strategic benefit and growth opportunities, including alternative sales channels and operating synergies that the Company expects to realize. (f) Vision Payments Solutions, LLC In March 2017, a subsidiary of EVO, Inc. acquired the remaining 25% membership interest in Vision Payments Solutions, LLC (“VPS”) from Vision Payments Solutions, Inc., resulting in a reduction to members’ deficit and nonredeemable non-controlling (g) Pineapple Payments, LLC In April 2017, a subsidiary of EVO, Inc. acquired the remaining 75% of the units of Pineapple Payments, LLC (“Pineapple”) for $8.4 million, inclusive of contingent consideration of $0.7 million. Pineapple is presented in our North America segment. The pro forma impact of this acquisition was not material to the Company’s historical consolidated operating results and is, therefore, not presented. Intangible assets consist of merchant contract portfolios and marketing alliance agreements with useful lives of 7 years and 5 years, respectively. (f) Zenith Merchant Services, LLC In May 2017, a subsidiary of EVO, Inc. acquired the remaining 49% membership interest in Zenith Merchant Services, LLC (“Zenith”) for $9.2 million, inclusive of contingent consideration of $2.8 million. The transaction resulted in an increase to members’ deficit and reduction to nonredeemable non-controlling | |
Predecessor | ||
Acquisitions | (2) Acquisitions 2017 Acquisitions (a) Sterling payment technologies In January 2017, the Company completed the acquisition of 100% of the merchant acquiring business of Sterling Payment Technologies, LLC (“Sterling”) for $196.8 million. As of December 31, 2016, $125.0 million had been held in escrow and classified on the consolidated balance sheet as restricted cash to be used as consideration. The total consideration includes estimated deferred purchase price of $71.2 million, a holdback liability of $0.2 million and an estimated working capital adjustment of $0.3 million. The Company agreed to a deferred purchase price of $70.0 million which accrues interest at a rate of 5% per annum and is payable in quarterly installments of $5.0 million, plus accrued and unpaid interest, beginning September 30, 2017. Any remaining unpaid principal and interest is due in full on September 30, 2018. The deferred purchase price is subject to certain negative covenants, including a prohibition against certain distributions to the unit holders of EVO LLC until the deferred purchase price is paid in full. The Company may voluntarily prepay the deferred purchase price at any time, without premium, subject to the satisfaction of leverage incurrence test under the Senior Secured Credit Facilities. Total costs incurred in connection with this acquisition were $1.3 million and are presented in selling, general and administrative expenses. Sterling is presented in the North America segment. The table below presents the allocation of the purchase price of Sterling to the assets acquired and liabilities assumed based on their fair values. As of the (In thousands) Cash and cash equivalents $ 601 Accounts receivable 945 Prepaid expenses and other 905 Inventory 851 Equipment and improvements 2,711 Intangibles—Trademarks 14,400 Intangibles—Internally developed software 7,300 Intangibles—Non-competition agreements 6,200 Intangibles—Merchant contract portfolios 27,300 Intangibles—Marketing alliance agreements 30,200 Accounts payable and accrued expenses (2,626 ) Total net fair value excluding goodwill 88,787 Goodwill 107,978 Total purchase price $ 196,765 Intangible assets consist of an indefinite lived trade name, internally developed software, non-competition agreements, marketing alliance agreements and merchant contract portfolios with useful lives of 7 years, 2 to 4 years, 18 to 21 years, and 12 to 18 years, respectively. Multiple assets were acquired for each of the following classes of asset resulting in variability in the assets useful life: non-competition agreements, marketing alliance agreements and merchant contract portfolios. Acquired goodwill is expected to be tax deductible. The Company views this acquisition as an important part of its long-term strategy of expanding the Company’s business domestically and the goodwill arising from the acquisition was attributable to strategic benefit and growth opportunities, including alternative sales channels and operating synergies that the Company expects to realize. Revenues and net income included in the consolidated statements of operations and comprehensive income (loss) from the date of acquisition through December 31, 2017 is $50.3 million and $0.9 million, respectively. The unaudited pro forma revenues and net (loss) income for the years ended December 31, 2017 and 2016 if the acquisition of Sterling had occurred on January 1, 2016 are $504.7 million and $(40.2) million, and $460.0 million and $43.6 million, respectively. The pro forma adjustments include incremental amortization and depreciation expense, incremental interest expense associated with new long-term debt required to finance the acquisition as well as the deferred consideration, and tax expense associated with the fair value adjustments made in applying the acquisition-method of accounting. (b) Vision Payments Solutions In March 2017, a subsidiary of the Company acquired the remaining 25% membership interest in Vision Payments Solutions, LLC (“VPS”) from Vision Payments Solutions, Inc. This transaction resulted in a reduction to members’ deficit and nonredeemable non-controlling interest of $0.4 million. VPS is presented in the North America segment. (c) Pineapple Payments In April 2017, a subsidiary of the Company acquired the remaining 75% of the assets of Pineapple Payments, LLC (“Pineapple”) for $8.4 million. This consideration is inclusive of contingent consideration of $0.7 million. Pineapple is presented in the North America segment. The pro forma impact of this acquisition was not material to the Company’s historical consolidated operating results and is, therefore, not presented. Intangible assets consist of merchant contract portfolios and marketing alliance agreements with useful lives of 7 years and 5 years, respectively. (d) Zenith Merchant Services In May 2017, a subsidiary of the Company acquired the remaining 49% membership interest in Zenith Merchant Services, LLC (“Zenith”) for $9.2 million. This consideration is inclusive of contingent consideration of $2.8 million. The transaction resulted in an increase to members’ deficit and reduction to nonredeemable non-controlling interest of $6.8 million and $2.4 million, respectively. Zenith is presented in the North America segment. 2016 Acquisitions (e) Intelligent Payments Group Limited In December 2016, the Company completed the acquisition of 100% of the gateway processing business of Intelligent Payments Group Limited (“IPG”) for £2.5 million ($3.2 million). This consideration is inclusive of an estimated earn out of £0.5 million ($0.6 million). The acquisition of IPG gives the Company the opportunity to significantly reduce third-party processing costs by leveraging existing technologies developed by IPG as well as offering a new product for the European teams to sell to existing and potential merchants. IPG is presented in the Europe segment. The pro forma impact of this acquisition was not material to the Company’s historical consolidated operating results and is, therefore, not presented. (f) REVO CZ In February 2016, the Company’s majority owned subsidiary Centum Elektronicznych Uslug Platniczych eService Sp. z o.o. (“eService”) completed the acquisition of Raiffeisenbank S.A.’s (“Raiffeisenbank”) Czech merchant acquiring assets and business (“REVO CZ”) for cash consideration of CZK 203.9 million ($8.2 million). In addition, eService and Raiffeisenbank entered into a ten-year strategic marketing agreement with a five-year renewal option pursuant to which Raiffeisenbank exclusively refers bank customers to eService for merchant acquiring services. Goodwill relating to the acquisition of REVO CZ is $1.4 million and presented in the Europe segment. The pro forma impact of this acquisition was not material to the Company’s historical consolidated operating results and is, therefore, not presented. |
Equipment and improvements
Equipment and improvements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Equipment and Improvements | (5) Equipment and Improvements Equipment and improvements consisted of the following: Estimated Useful Lives in Years June 30, 2018 December 31, 2017 (In thousands) Card processing 3-5 $ 113,489 $ 102,789 Office equipment 3-5 42,007 37,476 Computer software 3 41,278 38,669 Leasehold improvements various 13,120 12,764 Furniture and fixtures 5-7 5,822 5,410 Totals 215,716 197,108 Less accumulated depreciation (118,336 ) (106,889 ) Foreign currency translation adjustment 2,977 6,368 Totals $ 100,357 $ 96,587 Depreciation expense related to equipment and improvements was $9.5 million and $7.2 million for the three months ended June 30, 2018 and 2017, respectively. Depreciation expense related to equipment and improvements was $18.5 million and $14.3 million for the six months ended June 30, 2018 and 2017, respectively. In the six months ended June 30, 2018 equipment and improvements and accumulated depreciation were each reduced by $7.5 million and $7.1 million, respectively, and in the six months ended June 30, 2017 by $2.7 million and $2.6 million, respectively, primarily related to asset retirements. The Company infrequently sells or disposes of assets that are not fully depreciated, and this activity represents an insignificant portion of the total reduction. | |
Predecessor | ||
Equipment and Improvements | (3) Equipment and improvements Equipment and improvements consisted of the following as of December 31, 2017 and 2016: Estimated useful lives in years 2017 2016 (In thousands) Card processing 3-5 $ 102,789 $ 71,947 Office equipment 3-5 37,476 24,323 Computer software 3 38,669 29,150 Leasehold improvements various 12,764 14,034 Furniture and fixtures 5-7 5,410 9,122 Totals 197,108 148,576 Less accumulated depreciation (106,889 ) (73,548 ) Increase (decrease) in foreign currency translation 6,368 (2,444 ) Totals $ 96,587 $ 72,584 Depreciation expense related to equipment and improvements was $29.1 million and $25.4 million for the years ended December 31, 2017 and 2016, respectively. In the year ended December 31, 2017, equipment and improvements and accumulated depreciation were each reduced by $7.4 million and $7.0 million, respectively, and in the year ended December 31, 2016 by $10.1 million and $10.1 million, respectively, primarily for asset retirements. The Company infrequently sells or disposes of assets that are not fully depreciated, and this activity represents an insignificant portion of the total reduction. |
Goodwill and intangible assets
Goodwill and intangible assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets | (6) Goodwill and Intangible Assets Intangible assets, net consist of the following: June 30, December 31, 2018 2017 (In thousands) Intangible assets with finite lives: Merchant contract portfolios: Gross carrying value $ 282,614 $ 274,780 Accumulated amortization (125,515 ) (113,747 ) Accumulated impairment losses (5,658 ) (5,658 ) Foreign currency translation adjustment (28,443 ) (26,057 ) Net 122,998 129,318 Marketing alliance agreements: Gross carrying value 191,954 187,758 Accumulated amortization (41,694 ) (35,509 ) Accumulated impairment losses (7,585 ) (7,585 ) Foreign currency translation adjustment (17,671 ) (15,561 ) Net 125,004 129,103 Trademarks, finite-lived: Gross carrying value 27,283 25,084 Accumulated amortization (9,596 ) (8,485 ) Foreign currency translation adjustment (4,355 ) (3,701 ) Net 13,332 12,898 Internally developed software: Gross carrying value 52,620 42,442 Accumulated amortization (11,696 ) (9,760 ) Accumulated impairment losses (9,324 ) (9,324 ) Foreign currency translation adjustment (3,607 ) (3,247 ) Net 27,993 20,111 Non-competition Gross carrying value 6,400 6,200 Accumulated amortization (3,961 ) (2,633 ) Net 2,439 3,567 Total finite-lived, net 291,766 294,997 Trademarks, indefinite-lived: Gross carrying value 18,499 18,486 Total intangible assets, net $ 310,265 $ 313,483 Amortization expense related to intangible assets was $11.5 million and $11.4 million for the three months ended June 30, 2018 and 2017, respectively. Amortization expense related to intangible assets was $22.2 million and $21.3 million for the six months ended June 30, 2018 and 2017, respectively. Estimated amortization expense to be recognized during each of the five years subsequent to June 30, 2018: Amount (In thousands) Years ending: 2018 (remainder for the year) $ 23,012 2019 41,232 2020 36,558 2021 31,091 2022 27,161 2023 and thereafter 132,712 Total $ 291,766 The following represents net intangible assets by segment: June 30, 2018 December 31, 2017 (In thousands) Intangible assets, net: North America Merchant contract portfolios $ 87,256 $ 89,045 Marketing alliance agreements 79,116 82,604 Trademarks, finite-lived 1,487 — Internally developed software 16,798 10,431 Non-competition 2,439 3,567 Trademarks, indefinite-lived 18,499 18,486 Total 205,595 204,133 Europe Merchant contract portfolios 35,742 40,273 Marketing alliance agreements 45,888 46,499 Trademarks, finite-lived 11,845 12,898 Internally developed software 11,195 9,680 Total 104,670 109,350 Total intangible assets, net $ 310,265 $ 313,483 Goodwill activity for the six months ended June 30, 2018, in total and by reportable segment, was as follows: Reportable Segment North Europe Total (In thousands) Goodwill, gross, as of December 31, 2017 $ 196,126 $ 139,843 $ 335,969 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2017 196,126 115,552 311,678 Business combinations 10,986 — 10,986 Foreign currency translation adjustment (307 ) (6,152 ) (6,459 ) Goodwill, net as of June 30, 2018 $ 206,805 $ 109,400 $ 316,205 For the six months ended June 30, 2018 and 2017, there was no goodwill or long-lived asset impairment. | |
Predecessor | ||
Goodwill and Intangible Assets | (4) Goodwill and intangible assets Intangible assets, net consist of the following as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Intangible assets with finite lives: Merchant contract portfolios: Gross carrying value $ 274,780 $ 240,654 Accumulated amortization (113,747 ) (87,409 ) Accumulated impairment losses (5,658 ) (5,658 ) Foreign currency translation adjustment (26,057 ) (37,765 ) Net 129,318 109,822 Marketing alliance agreements: Gross carrying value 187,758 154,760 Accumulated amortization (35,509 ) (23,716 ) Accumulated impairment losses (7,585 ) (7,585 ) Foreign currency translation adjustment (15,561 ) (25,524 ) Net 129,103 97,935 Trademarks, finite-lived: Gross carrying value 25,084 25,084 Accumulated amortization (8,485 ) (6,467 ) Foreign currency translation adjustment (3,701 ) (5,898 ) Net 12,898 12,719 Internally developed software: Gross carrying value 42,442 26,727 Accumulated amortization (9,760 ) (6,772 ) Accumulated impairment losses (9,324 ) (9,324 ) Foreign currency translation adjustment (3,247 ) (3,909 ) Net 20,111 6,722 Non-competition agreements: Gross carrying value 6,200 — Accumulated amortization (2,633 ) — Net 3,567 — Total finite-lived, net 294,997 227,198 Trademarks, indefinite-lived: Gross carrying value 18,486 4,086 Total intangible assets, net $ 313,483 $ 231,284 Amortization expense related to intangible assets was $45.0 million and $38.6 million for the years ended December 31, 2017 and 2016, respectively. Estimated amortization expense to be recognized during each of the five years subsequent to December 31, 2017: Amount (In thousands) Years ending: 2018 $ 44,266 2019 40,232 2020 35,621 2021 29,536 2022 26,645 2023 and thereafter 118,697 Total $ 294,997 The following represents net intangible assets by segment as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Intangible assets: North America Merchant contract portfolios $ 89,045 $ 65,112 Marketing alliance agreements 82,604 55,165 Internally developed software 10,431 1,088 Non-competition agreements 3,567 — Trademarks, indefinite-lived 18,486 4,086 Total 204,133 125,451 Europe Merchant contract portfolios 40,273 41,474 Marketing alliance agreements 46,499 45,979 Trademarks, finite-lived 12,898 12,740 Internally developed software 9,680 5,640 Total 109,350 105,833 Total intangible assets $ 313,483 $ 231,284 Goodwill activity for the years ended December 31, 2017 and 2016, in total and by reportable segment, was as follows: Reportable segment North Europe Total (In thousands) Goodwill, gross, as of December 31, 2015 $ 90,162 $ 126,677 $ 216,839 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2015 90,162 102,386 192,548 Business combinations 2,627 1,380 4,007 Foreign currency translation adjustment (6,380 ) (5,691 ) (12,071 ) Goodwill, net as of December 31, 2016 86,409 98,075 184,484 Goodwill, gross, as of December 31, 2016 86,409 122,366 208,775 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2016 86,409 98,075 184,484 Business combinations 107,978 — 107,978 Foreign currency translation adjustment 1,739 17,477 19,216 Goodwill, net as of December 31, 2017 $ 196,126 $ 115,552 $ 311,678 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Predecessor | |
Other Assets | (5) Other assets Membership interest in Visa Europe Limited Through certain of the Company’s subsidiaries in Europe, the Company was a member of Visa Europe Limited (“Visa Europe”). On June 21, 2016, Visa Inc. (“Visa”) acquired all of the membership interests in Visa Europe. In connection with the acquisition, the Company received approximately € € € € |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions | (7) Related Party Transactions Some of the board members and officers of EVO, Inc. have partial ownership interests in certain related companies. The Company advances funds to and receives funds from these related companies, incurs commission expenses, and sells equipment and services to these companies. The related party commission expenses amounted to $9.9 million and $10.2 million for the three months ended June 30, 2018 and 2017, respectively. The related party commission expenses amounted to $18.8 million and $20.8 million for the six months ended June 30, 2018 and 2017, respectively. The sale of equipment and services amounted to $0.1 million for the three months ended June 30, 2018 and 2017. The sale of equipment and services amounted to $0.2 million and $0.3 million for the six months ended June 30, 2018 and 2017, respectively. Related party balances consist of the following: June 30, 2018 December 31, 2017 (In thousands) Receivables from sale of POS devices and peripherals $ 1,451 $ 1,609 Receivables from related companies 18 974 Notes receivable, short term 172 42 Due from related parties, short term $ 1,641 $ 2,625 Notes receivable, long term — 109 Due from related parties, long term $ — $ 109 Liabilities to related companies 5,398 7,847 Due to related parties, short term $ 5,398 $ 7,847 ISO commission reserve 560 675 Due to related parties, long term $ 560 $ 675 Madison Dearborn Partners, LLC (“MDP”), a member of EVO, LLC and shareholder of EVO, Inc., provides the Company with consulting services on an as needed basis. In addition, the Company will reimburse MDP for certain out of pocket expenses. MDP primarily provides consulting services related to business development, financing matters, and potential acquisition activities. The Company reimbursed less than $0.1 million in expenses to MDP for three and six months ended June 30, 2018 and less than $0.1 million and $5.7 million for three and six months ended June 30, 2017, respectively. Additionally, the Company provides certain treasury, payroll, tax preparation and other services, to Blueapple Inc. (“Blueapple”), a member of EVO, LLC and owner of all outstanding shares of Class B common stock of EVO, Inc. The expense related to these services was $0.1 million for the three and six months ended June 30, 2018 and 2017. The Company provides card-based processing services and risk assessment to Federated Payment Systems, LLC (“Federated”) in the ordinary course of business. The Company also holds a one-third one-third EVO, LLC also relies on Federated Payments Canada Corp. (“Federated Canada”) to provide certain marketing services to the Company’s business in Canada. While the Company does not hold a direct ownership interest in Federated Canada, the Company’s chairman holds a one third interest in Federated Canada. For the three months ended June 30, 2018 and 2017, the Company paid $2.7 million and $2.1 million, respectively in fees to Federated Canada for these services. For the six months ended June 30, 2018 and 2017, the Company paid $3.9 million and $4.0 million, respectively in fees to Federated Canada for these services. The Company leases office space located at 515 Broadhollow Road in Melville, New York for $0.1 million per month from 515 Broadhollow, LLC. 515 Broadhollow, LLC is majority owned, directly and indirectly, by the Company’s chairman. Receivables from related companies include amounts receivable from members of EVO, LLC and shareholders of the Company of $0.6 million and $0.8 million and receivables from minority held affiliates of $0.2 million and $0.3 million as of June 30, 2018 and December 31, 2017. Additionally, the Company has notes receivable from employees maturing on June 24, 2021 with an interest rate of 3.25%. The balance of the outstanding notes is not significant as of June 30, 2018 and December 31, 2017. The outstanding notes are presented in “Other current assets” and “Other assets” on the unaudited condensed consolidated balance sheets. In connection with the vesting of the Class A restricted shares, the Company issued loans to certain employees for the purposes of paying withholding taxes in the amount of $0.6 million. The Company, through one wholly owned subsidiary and one minority held affiliate, conducts business under ISO agreements with a relative of the Company’s chairman pursuant to which the relative provides certain marketing services and equipment in exchange for a commission based on the volume of transactions processed for merchants acquired by the related party. For the three months ended June 30, 2018, the Company paid $0.2 million and $0.1 million, respectively, for commissions paid related to this activity. For the six months ended June 30, 2018 and 2017, the Company paid $0.3 million and $0.1 million, respectively, for commissions paid related to this activity. NFP is the Company’s benefit broker and 401(k) manager. NFP is a portfolio company of MDP and one of the Company’s executive officers maintains a minority ownership interest in NFP. For the three and six months ended June 30, 2018 and 2017, the Company paid $0.1 million in commissions and other expenses to NFP. | |
Predecessor | ||
Related Party Transactions | (6) Related party transactions Some of the majority members and officers of the Company have partial ownership interests in certain related companies. The Company advances funds to and receives funds from these related companies, incurs commission expenses, and sells equipment and services to these companies. The related party commission expenses amounted to $38.6 million and $45.5 million for the years ended December 31, 2017 and 2016, respectively. The sale of equipment and services amounted to $0.5 million for the years ended December 31, 2017 and 2016. Related party balances consist of the following as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Receivables from sale of POS devices and peripherals $ 1,609 $ 1,511 Receivables from related companies 974 2,109 Notes receivable, short term 42 968 Due from related parties, short term $ 2,625 $ 4,588 Notes receivable, long term 109 2,544 Due from related parties, long term $ 109 $ 2,544 Liabilities to related companies 7,847 11,133 Due to related parties, short term $ 7,847 $ 11,133 ISO commission reserve 675 1,225 Due to related parties, long term $ 675 $ 1,225 MDP, a minority member of EVO LLC, provides the Company with consulting services on an as needed basis. MDP primarily provides consulting services related to business development and potential acquisition activities. The Company paid $5.7 million and $0.1 million in consulting fees to MDP for the years ended December 31, 2017 and 2016, respectively. Liabilities to related company in the above table include $5.7 million in 2016 relating to consulting services rendered in connection with the Class E unit raise. Additionally, the Company provides certain treasury, payroll, tax preparation and other back-office services, to Blueapple Inc. (“Blueapple”), a majority member of EVO LLC. The expense related to these services was $0.2 million for the years ended December 31, 2017 and 2016. The Company paid commissions to Blueapple related to activity on a portfolio of merchants. For the year ended December 31, 2017, there were no payments made to Blueapple and for the year ended December 31, 2016, the Company paid Blueapple $0.1 million related to this activity. The Company provides card-based processing services to Federated Payment Systems, LLC (“Federated”) in the ordinary course of business. In addition, the Company performs some limited risk assessments to Federated, an equity method investee of EVO LLC whose majority member is also affiliated with the Company, as part of this relationship. Federated is primarily responsible for conducting risk and underwriting assessments on its merchants and retains chargeback and other credit risk associated with merchants in its portfolio. For providing card-based processing services for the merchants of Federated, the Company receives a nominal fee. The Company also has a right to hold a reserve on Federated’s merchant portfolio for any potential losses the Company may incur. For the years ended December 31, 2017 and 2016, the Company received $0.5 million in revenues in connection with providing card-based processing services to merchants of Federated. EVO LLC also relies on Federated Payments Canada Corp. (“Federated Canada”), to provide certain marketing services for the Company’s business in Canada. While the Company does not hold a direct ownership interest in Federated Canada, the Company’s majority member holds a one third interest in Federated Canada. For the years ended December 31, 2017 and 2016, the Company paid $8.6 million and $7.6 million, respectively, in fees to Federated Canada for these services. The Company leases office space located at 515 Broadhollow Road in Melville, New York for $0.1 million per month from 515 Broadhollow, LLC. 515 Broadhollow, LLC is majority owned directly and indirectly by the Company’s chairman. In addition, EVO LLC purchases food and beverages for the Company’s various facilities from 515 Restaurant, LLC. The Company has spent $0.1 million during the years ended December 31, 2017 and 2016. 515 Restaurant, LLC is majority owned by the Company’s chairman. Receivables from related companies includes amounts receivable from members of the Company of $0.8 million and $0.5 million and receivables from minority held affiliates of $0.3 million and $1.6 million as of December 31, 2017 and 2016, respectively. Additionally, the Company has notes receivable from employees maturing through June 24, 2021 with interest rates ranging from 3.25%—5.25%. The balance of the outstanding notes is not significant and $1.0 million as of December 31, 2017 and 2016, respectively. The outstanding notes are presented in “Other current assets” and “Other assets” on the consolidated balance sheets. The Company conducts business under an ISO agreement with a relative of a member of the Company that provides certain marketing services and equipment in exchange for a commission based on the volume of transactions processed for merchants acquired by the related party. For the year ended December 31, 2017, the Company paid $0.2 million and for the year ended December 31, 2016, there were no commissions paid related to this activity. NFP is the Company’s benefit broker and 401(k) manager. NFP is a portfolio company of MDP, and one of our executive officers maintains a minority ownership interest in NFP. For the years ended December 31, 2017 and 2016 the Company paid $0.4 million and $0.4 million, respectively, in commissions and other expenses to NFP. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Taxes | (8) Income Taxes The Company’s effective tax rate (“ETR”) was 41.3% and 30.3% for the three and six months ended June 30, 2018, respectively. The effective tax rate for the three and six months ended June 30, 2018 differs from the statutory federal rate primarily due to foreign income taxes, the tax treatment of income attributable to non-controlling non-controlling The Company’s deferred tax asset increased from December 31, 2017 to June 30, 2018 primarily based on the recognition of tax benefits reflective of the estimated annual effective tax rate applied to the year to date loss before income taxes. The Company’s ETR was (238.1)% and (78.8)% for the three and six months ended June 30, 2017, respectively. The effective tax rate for the three and six months ended June 30, 2017 differs from the statutory federal rate primarily due to foreign income taxes. Income tax liabilities are incurred with respect to foreign operations whereas income of EVO, LLC in the U.S. flows through and is taxable to EVO, LLC’s owners. Management assesses the available evidence to estimate whether sufficient future taxable income will be generated to use existing deferred tax assets. A significant piece of objective, negative evidence evaluated was the cumulative loss incurred over the three-year period ended June 30, 2018 in certain jurisdictions. Such objective evidence limits the ability to consider other subjective evidence such as our projections of future growth. On the basis of this assessment, valuation allowances were established in prior periods to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized in certain European jurisdictions. Release of a valuation allowance would result in the realization of all or a portion of the related deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. Based on our assessment, no material changes to our valuation allowances were recorded during the six months ended June 30, 2018. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform”). Tax Reform makes broad changes to U.S. federal tax law, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) the acceleration of expensing certain business assets; (3) further limiting deductibility of executive compensation; (4) additional limitations on the deductibility of interest expense; and (5) limiting the NOL carryforward deduction to 80% of taxable income for losses arising in taxable years beginning after December 31, 2017. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting under ASC Topic 740 for certain income tax effects of Tax Reform for the reporting period of enactment. SAB 118 allows the Company to provide a provisional estimate of the impacts of Tax Reform during a measurement period similar to the measurement period used when accounting for business combinations. Adjustments to provisional estimates and additional impacts from Tax Reform must be recorded as they are identified during the measurement period as provided for in SAB 118. The Company continues to analyze the effects of Tax Reform and will record adjustments and additional impacts from Tax Reform as they are identified during the measurement period as provided for in SAB 118. | |
Predecessor | ||
Income Taxes | (7) Income taxes Domestic and foreign (loss) income before income taxes is as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Domestic $ (76,255 ) $ 20,193 Foreign 60,495 54,291 (Loss) income before income taxes $ (15,760 ) $ 74,484 Income tax expense is comprised as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Current: Foreign $ 4,711 $ 22,193 Federal 306 — State 57 (105 ) Total current income tax expense 5,074 22,088 Deferred: Foreign 11,294 (5,055 ) Federal 220 — State — — Total deferred income tax expense 11,514 (5,055 ) Totals $ 16,588 $ 17,033 The Company’s effective tax rate, as applied to income before income taxes, differ from federal statutory rates as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 Federal statutory rate —% —% State taxes (0.4 ) (0.1 ) U.S. Federal tax related to foreign effectively connected income (3.1 ) — Canadian income tax provision (0.6 ) 0.4 Mexico income tax provision (29.6 ) 9.1 Undistributed earnings of foreign subsidiaries (17.9 ) 2.4 Poland income tax provision (29.2 ) 6.7 Czech Republic income tax provision (1.1 ) (0.1 ) United Kingdom income tax provision (0.1 ) — Germany income tax provision — (1.8 ) Spain income tax provision (23.2 ) 6.5 Effective tax rate (105.2 )% 23.1% As of December 31, 2017 and 2016, primary components of deferred tax items were as follows: 2017 2016 (In thousands) Deferred tax assets: Net operating losses $ 18,157 $ 14,300 Equipment and improvements — 1,124 Intangibles 1,958 20,649 Accrued expenses and other temporary differences 4,134 2,216 24,249 38,289 Valuation allowance (15,934 ) (11,534 ) Deferred tax asset 8,315 26,755 Deferred tax liabilities: Intangibles — (11,087 ) Accrued tax on unremitted earnings (5,992 ) — Equipment and improvements (4,277 ) — Other temporary differences — (5,989 ) Deferred tax liability (10,269 ) (17,076 ) Net $ (1,954 ) $ 9,679 The following table includes the valuation allowance associated with the deferred tax assets including additions recognized as expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2017 and 2016. Valuation (In thousands) Beginning balance, January 1, 2016 $ 10,059 2016 Additions 1,475 December 31, 2016 11,534 2017 Additions 4,400 December 31, 2017 $ 15,934 The following table includes the total net operating losses carryforwards by country and years which they are available to offset future taxable income as of December 31, 2017: Net operating Available (In thousands) Germany $ 48,165 Indefinite Poland 4,254 2020-2022 United Kingdom 2,891 Indefinite Ireland 7,808 Indefinite Czech Republic 2,191 2020-2022 |
Long-term debt and credit facil
Long-term debt and credit facilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Long-Term Debt and Credit Facilities | (9) Long-Term Debt and Credit Facilities On December 22, 2016, EVO Payments International, LLC (“EPI”), a subsidiary of EVO, Inc., entered into a credit agreement (“Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consisted of a first lien senior secured credit facility totaling $670.0 million (comprised of a $100.0 million revolver and a $570.0 million term loan) and second lien senior secured credit facility comprised of a $175.0 million term loan. On October 24, 2017 the Company entered into an incremental amendment agreement to upsize the existing first lien revolver from $100.0 million to $135.0 million. On April 3, 2018, the Company entered into a second incremental amendment agreement to the first lien credit facility, which increased the existing term loan credit facility by $95.0 million to $665 million. As a result of this second incremental amendment, $0.9 million in existing deferred financing was expensed as debt extinguishment loss related to the significant modification of a certain lender’s commitment within the syndicate and is classified as other expense in the consolidated statements of operations. On May 25, 2018, the Company paid in full the second lien term loan in the amount of $178.2 million including $1.5 million of accrued interest and $1.8 million of prepayment penalty. On June 14, 2018 the Company entered into a restatement agreement (the “Restatement Agreement”) whereby the syndicate lenders agreed to replace their existing term loans with replacement term loans. In addition, the Restatement Agreement increased the first lien revolver by $65.0 million to $200.0 million and extended the maturity date of the first lien revolver to June 14, 2023. As a result of the Restatement Agreement, $1.2 million in existing deferred financing costs were expensed as debt extinguishment loss related to the significant modification of a certain lender’s commitment within the syndicate and is classified as other expense in the consolidated statements of operations. This amount was recorded in the other expense on the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The Senior Secured Credit Facilities provide the Company with the capacity to support both domestic and international growth, as well as fund general operating needs. The loans under the Senior Secured Credit Facilities bear interest, at the Company’s election, at the prime rate or London Interbank Offered Rate (LIBOR), plus leverage based margin. Under the Restatement Agreement, the lenders agreed to reduce the applicable leverage based margins. As of June 30, 2018, the loans under the Senior Secured Credit Facilities had an interest rate of 6.75% for revolving credit facility loans, 5.36% for first lien term loans. The Senior Secured Credit Facilities provides for quarterly principal payments of the first lien secured credit facility of $1.6 million commencing on June 30, 2018 through September 30, 2023. The revolving credit facility and first lien term loan mature on June 14, 2023 and December 22, 2023, respectively. All amounts outstanding under the Senior Secured Credit Facilities are secured by a pledge of certain assets of EPI, as well as secured guarantees provided by certain of EPI’s controlled subsidiaries. The Senior Secured Credit Facilities also contain a number of significant negative covenants. These covenants, among other things, restrict, subject to certain exceptions, EPI’s and its controlled subsidiaries, ability to: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; make certain accounting changes; and make prepayments on junior indebtedness. The first lien senior secured credit facility also contains a springing financial covenant that requires EPI to remain under a maximum consolidated leverage ratio determined on a quarterly basis. In addition, the Senior Secured Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Senior Secured Credit Facilities will be entitled to take various actions, including the acceleration of amounts due thereunder and exercise of the remedies on the collateral. As of June 30, 2018 and 2017, the Company was in compliance with all its financial covenants. In conjunction with the acquisition of Sterling, a subsidiary of the Company agreed to a deferred purchase price of $70.0 million which accrues interest at a rate of 5% per annum and is payable in quarterly installments of $5.0 million, plus accrued and unpaid interest, beginning September 30, 2017. In May 2018, the Company paid in full the outstanding balance of $57.4 million of the Sterling deferred purchase price, utilizing proceeds from the IPO and funds drawn from the revolving credit facility of $4.8 million. On December 1, 2017, a subsidiary of the Company entered into a revolving line credit of facility with Deutsche Bank A.G., as the lender, and EVO, LLC, as the guarantor. The facility provides the Company with access to settlement related funding. Under the facility, the Company can withdraw up to the lesser of $35.0 million or 90% of the aggregate dollar amount of eligible settlement receivables due. The loans drawn under the facility bear interest at the prime rate plus 1.5%. At June 30, 2018, this interest rate was 6.50%. The loans drawn under the facility do not have a maturity date. As of June 30, 2018 and December 31, 2017, the loan amounts drawn under the facility were $19.4 million and $12.6 million, respectively. On December 19, 2017, a subsidiary of the Company entered into a revolving line of credit facility with Wells Fargo Bank N.A., as the lender, and EVO, LLC, as the guarantor. The facility provides the Company with access to settlement related funding. Under the facility, the Company can withdraw up to $10.0 million. The loans drawn under the facility bear interest at the prime rate plus 1.0%. At June 30, 2018, this interest rate was 6.00%. The loans drawn under the facility mature on December 19, 2018. As of June 30, 2018 and December 31, 2017, the loan amounts drawn under the facility were $9.4 million and $9.9 million, respectively. On May 29, 2018, the Company entered into an incremental amendment agreement to the revolving line credit facility, pursuant to which the maximum amount that can be withdrawn was increased to $15.0 million. The Company maintains intraday and overnight facilities to fund its settlement obligations. These facilities are short-term in nature. Long-term debt consists of the following: June 30, December 31, (In thousands) First lien term loan $ 657,946 $ 566,075 Second lien term loan — 175,206 First lien revolver 30,565 44,632 Deferred purchase price — 68,720 Letter of credit — 1,000 Settlement facilities 38,154 28,563 Less debt issuance costs (13,938 ) (19,679 ) Total long-term debt 712,727 864,517 Less current portion of long-term debt (45,056 ) (103,571 ) Total long-term debt, net of current portion $ 667,671 $ 760,946 Principal payment requirements on the above obligations in each of the years remaining subsequent to June 30, 2018 are as follows: Amounts (In thousands) Years ending December 31: 2018 (remainder of the year) $ 41,759 2019 6,593 2020 6,593 2021 6,593 2022 6,593 2023 and thereafter 658,534 $ 726,665 | |
Predecessor | ||
Long-Term Debt and Credit Facilities | (8) Long-term debt and credit facilities On December 22, 2016, one of the Company’s subsidiaries entered into a credit agreement (“Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of first lien senior secured credit facility totaling $670.0 million (comprised of a $100.0 million revolver and a $570.0 million term loan) and second lien senior secured credit facility comprised of a $175.0 million term loan. On October 24, 2017 the Company entered into an Incremental Amendment Agreement to upsize the existing first lien revolver from $100.0 million to $135.0 million. The Senior Secured Credit Facilities provide the Company with the capacity to support both domestic and international growth, as well as fund general operating needs. The loans under the Senior Secured Credit Facilities bear interest, at the Company’s election, at the prime rate or London Interbank Offered Rate (LIBOR), plus leverage based margin. On December 22, 2017, the Company amended the agreement related to the Senior Secured Credit Facilities to reduce the applicable leverage based margins. As of December 31, 2017, the loans under the Senior Secured Credit Facilities had an interest rate of 7.50% for revolving credit facility loans, 5.57% for first lien term loans, and 10.57% for second lien term loans. The first lien secured credit facility provides for quarterly principal payments of $1.4 million commencing on June 30, 2017 through September 30, 2023. No quarterly principal payments are required under the second lien senior secured credit facility. The revolving credit facility, first lien term loan and second lien term loan mature on December 22, 2021, December 22, 2023, and December 22, 2024, respectively. Any amounts outstanding under the Senior Secured Credit Facilities are secured by a pledge of certain assets of EVO Payments International, LLC (“EPI”), as well as guarantees by EPI’s controlled subsidiaries. The Senior Secured Credit Facilities also contain a number of significant negative covenants. These covenants, among other things, restrict, subject to certain exceptions, EPI’s and its controlled subsidiaries ability to: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; make certain accounting changes; and make prepayments on junior indebtedness. The first lien senior secured credit facility also contains a springing financial covenant that requires EPI to remain under a maximum consolidated leverage ratio determined on a quarterly basis. As a result of these restrictions, approximately $661.6 million of the net assets of EPI at December 31, 2017 were restricted from distribution to EVO LLC, or any of its members. The Company currently intends to retain all available funds and any future earnings for use in the operation of its business. There is no financial maintenance covenant under the second lien senior secured credit facility. In addition, the Senior Secured Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Senior Secured Credit Facilities will be entitled to take various actions, including the acceleration of amounts due thereunder and exercise of the remedies on the collateral. As of December 31, 2017 and 2016, the Company was in compliance with all its financial covenants. In conjunction with the acquisition of Sterling, a subsidiary of the Company agreed to a deferred purchase price of $70.0 million which accrues interest at a rate of 5% per annum and is payable in quarterly installments of $5.0 million, plus accrued and unpaid interest, beginning September 30, 2017. Any remaining unpaid principal and interest is due in full on September 30, 2018. The Company made the second installment payment of $5.0 million and prepayment of $1.35 million in January 2018. On December 1, 2017, a subsidiary of the Company entered into a revolving line of credit facility with Deutsche Bank A.G., as the lender, and the Company, as the guarantor. The facility will provide the Company with access to settlement related funding of the daily operating needs for the subsidiary. Under the facility, the Company can withdraw up to the lesser of $35.0 million or 90% of the aggregate dollar amount of eligible settlement receivables due. The loans drawn under the facility bear interest at the prime rate plus 1.5%. At December 31, 2017, this interest rate was 6.0%. The loans drawn under the facility do not have a maturity date. On December 19, 2017, a subsidiary of the Company entered into a revolving line of credit facility with Wells Fargo Bank N.A., as the lender, and the Company, as the guarantor. The facility will provide the Company with access to settlement related funding of the daily operating needs for the subsidiary. Under the facility, the Company can withdraw up to $10.0 million. The loans drawn under the facility bear interest at the prime rate plus 1.0%. At December 31, 2017, this interest rate was 5.5%. The loans drawn under the facility mature on December 19, 2018. In connection with the Company’s acquisition of EVO Payments Mexico, the Company entered into a loan (“BMO loan”), executed on August 25, 2015, between BMO Harris Bank N.A. (“BMO Harris Bank”), as the lender, MDP, as the guarantor, and the Company. BMO Harris Bank provided the BMO loan as an unsecured demand note with no maturity date in an amount up to $104.5 million and the Company withdrew $95.3 million on execution date, and is, therefore, classified as current in the consolidated balance sheets as of December 31, 2016. The interest rate is the greater of the BMO Harris Bank’s prime rate, plus 0.25% per annum, or LIBOR Quoted Rate plus 3% per annum calculated on a monthly basis. In December 2016, the Company made a principal payment of $35.0 million. In January 2017, the loan was repaid in full. The Company maintains intraday and overnight facilities to fund its settlement obligations. These facilities are short-term in nature. Long-term 2017 2016 (In thousands) First lien term loan $ 566,075 $ 570,950 Second lien term loan 175,206 175,486 First lien revolver 44,632 11,728 Deferred purchase price 68,720 — Letter of credit 1,000 4,300 BMO loan — 65,208 Settlement facilities 28,563 2,535 Less debt issuance costs (19,679 ) (21,644 ) Total long-term debt 864,517 808,563 Less current portion of long-term debt (103,571 ) (73,461 ) Total long-term debt, long-term portion $ 760,946 $ 735,102 Principal payment requirements on the above obligations in each of the years remaining subsequent to December 31, 2017 are as follows: Amounts (In thousands) Years ending December 31: 2018 $ 103,571 2019 5,700 2020 5,700 2021 50,332 2022 5,700 2023 and thereafter 713,193 $ 884,196 |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flows Information | (10) Supplemental Cash Flows Information Supplemental cash flow disclosures and noncash investing and financing activities are as follows for the six months ended June 30, 2018 and 2017: 2018 2017 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 28,710 $ 28,327 Income taxes paid, net of refunds 3,474 4,451 Supplemental disclosure of noncash investing and financing activities: Contingent consideration payable 5,900 3,564 Contingent consideration settled with the issuance of Class A common stock 771 Deferred purchase price $ — $ 71,200 | |
Predecessor | ||
Supplemental Cash Flows Information | (9) Supplemental cash flows information Supplemental cash flow disclosures and noncash investing and financing activities are as follows for the years ended December 31, 2017 and 2016: 2017 2016 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 53,723 $ 27,583 Income taxes paid, net of refunds 12,305 21,711 Supplemental disclosure of noncash: Contingent consideration $ 3,564 $ — Deferred purchase prices 71,200 — |
Redeemable non-controlling inte
Redeemable non-controlling interest | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Redeemable non-controlling interest | (11) Redeemable Non-controlling The Company owns 66% of Centrum Elektronicznych Uslug Platniczych eService Sp. z o. o. (“eService”), the Company’s Polish subsidiary. The eService shareholders’ agreement includes a provision whereby PKO Bank Polski, beginning on January 1, 2018, has the option to compel the Company to purchase 14% of the shares of eService held by PKO Bank Polski, at a price per share based on their fair value. Commencing on January 1, 2020, PKO Bank Polski may exercise an option to sell all of its remaining shares of eService to the Company. Because this option is not solely within the Company’s control, the Company has classified this interest as a redeemable non-controlling EVO, Inc. owns 21.7% of EVO, LLC. The EVO, LLC operating agreement includes a provision whereby Blueapple may deliver a sale of notice to EVO, Inc., upon receipt of which EVO, Inc. will use its commercially reasonable best efforts to pursue a public offering of shares of its Class A common stock and use the net proceeds therefrom to purchase EVO, LLC membership interests (“LLC Interests”) from Blueapple. Upon receipt of such a sale notice, the Company may elect, at the Company’s option (determined solely by its independent directors (within the meaning of the rules of the NASDAQ stock market (“NASDAQ”)) who are disinterested), to cause EVO, LLC to instead redeem the applicable LLC Interests for cash; provided that Blueapple consents to any election by the Company to cause EVO, LLC to redeem the LLC Interests based on the fair value of the shares on such date. Because this option is not solely within the Company’s control, the Company has classified this interest as RNCI and reports the redemption value in the mezzanine section of the unaudited condensed consolidated balance sheets and will be reported at redemption value with a corresponding adjustment to accumulated deficit, which represents fair market value, on a recurring basis. The following table details the components of RNCI for the six months ended June 30, 2018 and for the year ended December 31, 2017: Pre-IPO 2018 Post-IPO December 31, 2017 (In thousands) Beginning balance $ 148,266 $ 689,569 $ 100,530 Acquired redeemable non-controlling — — — Net income attributable to redeemable non-controlling 1,291 482 5,465 Net income attributable to redeemable non-controlling — (28,469 ) — Gain (loss) on OCI - eService (2,104 ) (2,166 ) 10,662 Gain (loss) on OCI - Blueapple — (3,376 ) — Legacy accumulated deficit allocation (150,485 ) — — Legacy AOCI allocation (39,404 ) — — (Decrease) increase in the maximum redemption amount of redeemable non-controlling — (5,356 ) 34,985 redeemable non-controlling 735,775 188,105 — Distributions - eService (3,770 ) — (3,376 ) Ending balance $ 689,569 $ 838,789 $ 148,266 | |
Predecessor | ||
Redeemable non-controlling interest | (10) Redeemable non-controlling interest The Company owns 66% of eService; however, the eService shareholders agreement includes a provision whereby PKO Bank Polski, beginning on the 48 th month after the acquisition (December 31, 2013), has the option to compel the Company to purchase 14% of the shares held by PKO Bank Polski based on the fair value. The first date on which this option could be exercised being January 1, 2018. After the lapse of 72 months from the date of the acquisition, PKO Bank Polski may exercise the option on the remaining shares. Because this option is not solely within the Company’s control, it has classified this interest as a redeemable non-controlling interest and reports the redemption value in the mezzanine section of the consolidated balance sheet and will be reported at redemption value with a corresponding adjustment to members’ deficit, which represents fair market value, on a recurring basis. The following table details the components of redeemable non-controlling interest as of December 31, 2017 and 2016: 2017 2016 (In thousands) Beginning balance $ 100,530 $ 77,878 Net income attributable to redeemable non-controlling interest 5,465 6,104 Foreign currency translation adjustment 10,662 — Increase in the maximum redemption amount of eService redeemable non-controlling interest 34,985 16,548 Distributions (3,376 ) — Ending balance $ 148,266 $ 100,530 |
Fair Value
Fair Value | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value | (12) Fair Value The table below presents information about items, which are carried at fair value on a recurring basis: June 30, 2018 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 106,558 $ — $ — $ 106,558 Contingent consideration — — 8,231 8,231 Redeemable non-controlling — — 702,146 702,146 Redeemable non-controlling — — 136,643 136,643 Total $ 106,558 $ — $ 847,020 $ 953,578 December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 110,537 $ — $ — $ 110,537 Contingent consideration — — 3,957 3,957 Redeemable non-controlling — — — — Redeemable non-controlling — — 148,266 148,266 Total $ 110,537 $ — $ 152,223 $ 262,760 Cash equivalents consist of a money market fund that is valued using a market price in an active market (Level 1). Level 1 instrument valuations are obtained from real - time quotes for transactions in active exchange markets involving identical assets. Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. To the extent that the valuation of these liabilities are based on projected inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. In the determination of the fair value of the RNCI in eService, the Company used an income approach based on internal forecasts of expected future cash flows. Significant unobservable inputs included the Weighted Average Cost of Capital (“WACC”) used to discount the future cash flows, which was 18.0%, based on the markets in which the business operates and growth rate used within the future cash flows, which were between 3.0% and 17.2%, based on historic trends, current and expected market conditions, and management’s forecast assumptions. A future increase in the WACC would result in a decrease in the fair value of RNCI in eService. RNCI related to the Blueapple ownership of EVO, LLC is classified as Level 3. While the fair value is primarily derived from the fair value of EVO, Inc.’s closing stock price on the last day of the period, the Company applied a discount of 5% for lack of marketability resulting from the lock-up The carrying amounts of receivables, settlement, due from related parties, due to related parties, long-term debt and deferred cash considerations associated with acquisitions, approximate their fair value given the short-term nature or bearing at market interest rate value approximating carrying value. Visa preferred shares are carried at cost. The estimated fair value of the Visa preferred shares of $25.2 million as of June 30, 2018 is based upon inputs classified as Level 3 of the fair value hierarchy using the fair value of Visa preferred shares as of June 30, 2018 and disclosed conversion factor as of June 30, 2018, inclusive of a discount rate due to the lack of liquidity, which represents a measure of fair value that are unobservable or require management’s judgement. | |
Predecessor | ||
Fair Value | (11) Fair value The table below presents information about items, which are carried at fair value on a recurring basis: December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 110,537 $ — $ — $ 110,537 Contingent consideration — — 3,957 3,957 Redeemable non-controlling interest — — 148,266 148,266 Total $ 110,537 $ — $ 152,223 $ 262,760 December 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 123,662 $ — $ — $ 123,662 Contingent consideration — — 631 631 Redeemable non-controlling interest — — 100,530 100,530 Total $ 123,662 $ — $ 101,161 $ 224,823 Cash equivalents consist of a money market fund that is valued using a market price in an active market (Level 1). Level 1 instrument valuations are obtained from real-time Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. To the extent that the valuation of these amounts are based on projected inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. In the determination of the fair value of the redeemable non-controlling interest in eService, the Company used an income approach based on internal forecasts of expected future cash flows. Significant unobservable inputs included the Weighted Average Cost of Capital (“WACC”) used to discount the future cash flows, which was 17.5%, based on the markets in which the business operates and growth rate used within the future cash flows, which were between 2.3% and 13.2%, based on historic trends, current and expected market conditions, and management’s forecast assumptions. A future increase in the WACC would result in a decrease in the fair value of RNCI. The carrying amounts of receivables, settlement, due from related parties, due to related parties, long-term debt and deferred cash considerations associated with acquisitions, approximate their fair value given the short-term nature or bearing at market interest rate value approximating carrying value. Visa preferred shares are carried at cost. The estimated fair value of the Visa preferred shares of $21.6 million as of December 31, 2017 is based upon inputs classified as Level 3 of the fair value hierarchy using a Black-Scholes option pricing model due to the absence of quoted market prices, lack of liquidity and that inputs used to measure fair value are unobservable or require management’s judgment. |
Employee benefit and pension pl
Employee benefit and pension plans | 12 Months Ended |
Dec. 31, 2017 | |
Predecessor | |
Employee benefit and pension plans | (12) Employee benefit and pension plans The Company maintains pension and profit sharing plans or defined contribution plans for employees in various countries where the Company maintains an office. Each plan is subject to allowable contributions and limitations based on local country laws and regulations covering retirement plans. In each location and plan, the Company, at its discretion, may contribute to the plan. Depending on location, the Company matches a percentage of the employee contributions. The Company’s contributions are vested over time, at different rates depending on location and until the employee is 100% vested. The Company incurred a contribution expense of $1.3 million for the years ended December 31, 2017 and 2016, respectively. The Company maintains a pension plan in Germany where certain employees may contribute the greater of a maximum of 100% of the employees’ annual net compensation or the amount permitted by the German government. Employer contributions are determined as 2% of pensionable income or 6% of pensionable income above the German’s Social Security Ceiling and are expensed based on employee services rendered, generally in the year of contribution. The German plan is accounted for as a defined benefits plan and valued using the projected unit credits method to determine the present value of the defined benefits obligation and the related service costs. Under this method, the determination is based on actuarial calculations which include assumptions about demographics, salary increases, interest and inflation rates. Actuarial gains and losses are recognized in members’ deficit and presented in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur. The Company’s benefits plan is funded. The assets of this plan are held in independently administered funds. Contributions are determined as a percentage of salary and are expensed based on employee services rendered, generally in the year of contribution. The net pension liability was $0.2 million and $1.1 million as of December 31, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies | (13) Commitments and Contingencies (a) Leases As of June 30, 2018, the Company is obligated under various non-cancelable Amount (In thousands) Years ending December 31: 2018 (remainder of year) $ 3,765 2019 7,803 2020 6,904 2021 5,849 2022 4,817 2023 and thereafter 16,886 Total $ 46,024 Rent expense, inclusive of real estate taxes, utilities, and maintenance incurred under operating leases totaled $4.0 million and $3.2 million for the three months ended June 30, 2018 and 2017, respectively, and is included in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations. Rent expense, inclusive of real estate taxes, utilities, and maintenance incurred under operating leases totaled $7.5 million and $6.2 million for the six months ended June 30, 2018 and 2017, respectively. (b) Litigation The Company is party to various claims and lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows. | |
Predecessor | ||
Commitments and Contingencies | (13) Commitments and contingencies (a) Leases As of December 31, 2017, the Company is obligated under non-cancelable operating leases, which expire through 2036. Minimum annual lease payments in each of the years subsequent to December 31, 2017 are as follows: Amount (In thousands) Years ending December 31 : 2018 $ 6,275 2019 6,159 2020 5,222 2021 4,279 2022 3,297 2023 and thereafter 17,240 Total $ 42,472 Rent expense, inclusive of real estate taxes, utilities, and maintenance incurred under operating leases totaled $12.6 million and $9.6 million for the years ended December 31, 2017 and 2016, respectively, and is included in selling, general, and administrative expenses in the consolidated statements of operations. (b) Litigation The Company is party to claims in lawsuits incidental to its business. In the opinion of management, the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. (c) Transaction processing contract In 2013, the Company entered into an amendment to its service agreement with Global Payments Direct Inc. (“Global”). The agreement provides the Company with transaction processing services provided by Global through May 17, 2022. The agreement provides that Global will receive various fees based upon merchant activity and also provides for a tiered pricing arrangement for those transactions that are received through the Company and subsequently forwarded to Global for authorization. The Company incurred transaction processing services expenses of $1.7 million and $4.2 million for the years ended December 31, 2017 and 2016, respectively, under this agreement, and is included in cost of services and products in the consolidated statements of operations and comprehensive income (loss). (d) Bank sponsorship The Company maintains various Bank Sponsorship Agreement in North America and Europe with Member Banks for the purpose of providing the Company with the ability to process directly with card networks. The Company incurred expenses of $2.4 million and $1.9 million for the years ended December 31, 2017 and 2016, respectively, with Member Banks under these agreements, and is included in cost of services and products in the consolidated statements of operations and comprehensive income (loss). |
Segment information
Segment information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Information | (14) Segment Information Information on segments and reconciliations to revenue and net income attributable to the shareholders of EVO, Inc. and members of EVO, LLC are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) (In thousands) Segment revenue: North America $ 79,825 $ 74,481 $ 153,200 $ 141,914 Europe 61,066 49,418 115,973 91,605 Revenue $ 140,891 $ 123,899 $ 269,173 $ 233,519 Segment profit: North America $ 21,774 $ 21,912 $ 42,652 $ 35,637 Europe 14,568 13,866 26,672 25,394 Total segment profit 36,343 35,778 69,324 61,031 Corporate (13,727 ) (5,849 ) (23,360 ) (10,142 ) Depreciation and amortization (20,933 ) (18,613 ) (40,820 ) (35,673 ) Net interest expense (20,929 ) (15,247 ) (35,755 ) (29,939 ) Provision for income tax benefit (expense) 28,609 (5,543 ) 24,181 (9,357 ) Share-based compensation (51,263 ) — (51,263 ) — Net loss attributable to EVO Investco, LLC $ (9,474 ) $ (24,080 ) Net income attributable to non-controlling 58,613 74,406 Net income attributable to EVO Payments, Inc. $ 16,713 $ 16,713 Capital expenditures: North America $ 8,152 $ 1,630 $ 12,792 $ 5,085 Europe 9,228 5,122 13,178 9,065 Consolidated total capital expenditures $ 17,380 $ 6,752 $ 25,970 $ 14,150 For the purpose of discussing segment operations, the Company refers to “segment profit” which is segment revenue less (1) segment expenses plus (2) segment income from unconsolidated investees plus (3) segment other income, net less (4) segment non-controlling non-controlling non-controlling Information on segments and reconciliations to total assets are as follows: June 30, December 31, 2018 2017 Segment total assets: North America $ 1,031,954 $ 1,010,859 Europe 480,726 497,439 Total assets $ 1,512,680 $ 1,508,298 Revenue from external customers is attributed to individual countries based on the location where the relationship is managed. For the three months ended June 30, 2018, revenue from external customers in the United States, Poland and Mexico, as a percentage of revenues, were 37.0%, 24.1%, and 19.0%, respectively. For the three months ended June 30, 2017, revenue from external customers in the United States, Poland and Mexico, as a percentage of revenue, were 39.9%, 20.5%, and 20.2%, respectively. For the six months ended June 30, 2018, revenue from external customers in the United States, Poland and Mexico, as a percentage of revenue, were 36.5%, 23.9%, and 19.8%, respectively. For the six months ended June 30, 2017, revenue from external customers in the United States, Poland and Mexico, as a percentage of revenue, were 40.7%, 20.5%, and 20.0%, respectively. For the three and six months ended June 30, 2018 and 2017, there is no one customer that represents more than 10% of revenue in the segments. | |
Predecessor | ||
Segment Information | (14) Segment information Information on segments and reconciliations to consolidated revenues and segment profit are as follows for the years ended December 31, 2017 and 2016, respectively, and for consolidated assets are as follows as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Revenues: North America $ 299,034 $ 241,083 Europe 205,716 178,138 Consolidated revenues $ 504,750 $ 419,221 Segment profit: North America $ 82,759 $ 66,066 Europe 54,842 127,966 Total segment profit 137,601 194,032 Corporate (25,732 ) (25,720 ) Depreciation and amortization (74,136 ) (64,012 ) Net interest expense (61,387 ) (39,562 ) Provision for income taxes (16,588 ) (17,033 ) Net income attributable to the Members of EVO Investco, LLC $ (40,242 ) $ 47,705 Total assets: North America $ 1,010,859 $ 880,568 Europe 497,439 378,674 Consolidated total assets $ 1,508,298 $ 1,259,242 Capital expenditures: North America $ 13,893 $ 9,830 Europe 28,128 21,878 Consolidated total capital expenditures $ 42,021 $ 31,708 For the purpose of discussing segment operations, the Company refers to “segment profit” which is segment revenue less (1) segment expenses plus (2) segment income from unconsolidated investees plus (3) segment other income, net less (4) segment non-controlling interests. Certain corporate-wide governance functions are not allocated to segments; they are reported in the caption “Corporate”. Depreciation and amortization expenses are also not allocated to segments. For the year ended December 31, 2017, revenue from external customers in the United States, Poland and Mexico as a percentage of total revenues were 37.9%, 21.5%, and 20.4%, respectively. For the year ended December 31, 2016, revenue from external customers in the United States, Poland and Mexico as a percentage of total revenues were 35.0%, 21.7%, and 21.3%, respectively. Revenues from external customers are attributed to individual countries based on the location where the relationship is managed. For the years ended December 31, 2017 and 2016, there is no one customer that represents more than 10% of revenue in the segments. |
Members' deficit
Members' deficit | 12 Months Ended |
Dec. 31, 2017 | |
Predecessor | |
Members' deficit | (15) Members’ deficit As of December 31, 2017, the Company has outstanding Class A, Class B, Class C, Class D and Class E units. Class A and Class B units are non-vesting units. Class C units are non-vesting. Class B units have preferential liquidation rights. The Company has equity awards outstanding under the EVO LLC Incentive Equity Plan (the “Equity Incentive Plan”) and the EVO LLC Unit Appreciation Equity Plan (the “Unit Appreciation Plan”). Under these plans, the Company grants Class D units to employees up to limits established in the EVO LLC Amended and Restated LLC Agreement. Class D units contain certain vesting restrictions including time-based performance-based Under the Equity Incentive Plan, time-vesting Class D units vest at 20% on the first five annual anniversaries of the grant date, provided the employees’ continuous service on each vesting date. Time-vesting measures will be satisfied immediately prior to the effective date of a sale transaction. Performance-vesting units shall vest only when a liquidity event is consummated or if vesting is accelerated at the discretion of the board. These Class D units are subject to repurchase at any time by the Company. Under time-vesting and performance-vesting the Class D units shall be fully vested only if they are both time and performance conditions are satisfied. The time-vesting requirements are the same as described above, with one exception. Under an IPO, only 50% of the time-based performance-vesting Class D units would be accelerated. In a sale transaction, all time-based performance-vesting Class D units would be accelerated. Under the Unit Appreciation Plan, the Company grants Unit Appreciation Awards. Recipients of these awards are not considered members of the Company. They continue to receive compensation as employees and do not receive profit allocations or distributions. Under this plan, certain awards require only time-vesting and others require both time-vesting and performance-vesting. Time-vesting Class D units shall vest at 20% on the first five annual anniversaries of the grant date; provided the recipients’ continuous service on each vesting date. Under time-vesting and performance-vesting the Class D units shall be fully vested only if both time and performance conditions are satisfied. Time-vesting is the same as the above. Performance-vesting occurs when a liquidity event is consummated or if it is accelerated by the Board. Class D units also contain a participation threshold value used to determine if a particular grant is eligible to participate in distributions connected with a sale, liquidation event, or initial public offering. Grantees receive income allocations and distributions based on both vested and unvested Class D units. Grants of Class D units are subject to forfeiture if a grantee, among other conditions, leaves the Company’s employment prior to expiration of the restricted period. Vesting may be accelerated under certain conditions. The Company does not recognize share-based In January 2017, the Company authorized and issued 1,011,931 of Class E units in order to raise capital of $71.3 million. The Class E units are non-vesting and hold preferential liquidation rights. The Class E units were issued to existing unitholders and affiliates of existing unitholders. The proceeds from the issued Class E units were used to repay the BMO Loan of $65.4 million in principal and interest and to fund operations of the Company. Additionally, the Company paid $5.7 million to MDP for consulting services rendered in connection with the Class E unit raise. Members’ deficit balances by class of equity consist of the following: December 31, 2017 (In thousands) Class A $ (98,757 ) Class B (51,130 ) Class C 381 Class D (14,782 ) Class E 62,124 Total $ (102,164 ) As of December 31, 2017, the Company authorized 6.5 million Class A units, 6.0 million Class B units, 0.5 million Class C units, 1.4 million Class D units and 1.0 million Class E units. In the event of a liquidation, sale transaction or initial public offering, Class E units have primary preferential rights over the other classes of equity; Class B units have secondary preferential rights. The below table represents total units issued for each class of equity. Unit balances Class A Class B Class C Class D Class E Total (In thousands) Balance, December 31, 2015 6,374 3,506 381 1,115 — 11,376 Grants — — — 2 — 2 Redemptions — — (6 ) — — (6 ) Forfeitures — — — (32 ) — (32 ) Balance, December 31, 2016 6,374 3,506 375 1,085 — 11,340 Grants — — — 34 1,012 1,046 Redemptions — — — — — — Forfeitures — — — (12 ) — (12 ) Balance, December 31, 2017 6,374 3,506 375 1,107 1,012 12,374 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Parent Company | 6 Months Ended |
Jun. 30, 2018 | |
Predecessor | |
Schedule I - Condensed Financial Information of Parent Company | EVO Investco, LLC (Parent company only) Condensed balance sheets (In thousands) December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 127 $ 180 Other receivable 42 — Due from related parties 59 48 Other current assets 23 1 Total current assets 251 229 Total assets $ 251 $ 229 Liabilities and Members’ Deficit Current liabilities: Accounts payable $ 25 $ — Accrued expenses 615 596 Current portion of long-term debt — 65,208 Due to related parties — 5,675 Total current liabilities 640 71,479 Net deficit in investment in a subsidiary 158,112 107,948 Due to related parties 11,342 8,378 Total liabilities 170,094 187,805 Members’ deficit: EVO Investco, LLC deficit: Class A Units 6,374 units outstanding 54,453 54,453 Class B Units 3,506 units outstanding — — Class C Units 375 units outstanding 9,463 9,463 Class D Units 1,107 units outstanding — — Class E Units 1,012 units outstanding 71,250 — Accumulated deficit (237,330 ) (124,028 ) Accumulated other comprehensive loss (67,679 ) (127,464 ) Total EVO Investco, LLC deficit (169,843 ) (187,576 ) Total liabilities and deficit $ 251 $ 229 See accompanying notes to condensed financial statements. Schedule I EVO Investco, LLC (Parent company only) Condensed statements of operations and comprehensive income (loss) (In thousands) Years ended 2017 2016 Revenue $ — $ — Operating expenses: Cost of services and products, exclusive of depreciation and amortization shown separately below 2 — Selling, general and administrative 1,308 7,842 Depreciation and amortization — — Total operating expenses 1,310 7,842 Loss from operations (1,310 ) (7,842 ) Other (expense) income: Interest income — — Interest expense (211 ) (4,441 ) (Loss) income from investment in a subsidiary (38,635 ) 59,882 Other expense (36 ) — Total other (expense) income (38,882 ) 55,441 (Loss) income before income taxes (40,192 ) 47,599 Income tax (expense) benefit (50 ) 106 Net (loss) income (40,242 ) 47,705 Other comprehensive income (loss) Unrealized gain on defined benefit pension plan 530 294 Unrealized foreign currency translation adjustment 59,255 (52,393 ) Other comprehensive income (loss) 59,785 (52,099 ) Total comprehensive income (loss) $ 19,543 $ (4,394 ) See accompanying notes to condensed financial statements. Schedule I EVO Investco, LLC (Parent company only) Condensed statements of cash flows (In thousands) Years ended December 31, 2017 2016 Net cash (used in) provided by operating activities $ (4,369 ) $ 2,280 Cash flows from investing activities: Distribution from equity method subsidiary — 35,000 Net cash provided by investing activities — 35,000 Cash flows from financing activities: Repayments of long-term debt (65,208 ) (35,000 ) Contributions by members 71,250 — Distribution to members (1,726 ) (2,249 ) Net cash provided by (used in) financing activities 4,316 (37,249 ) Effect of exchange rate changes on cash and cash equivalents — — Net (decrease) increase in cash and cash equivalents (53 ) 31 Cash and cash equivalents, beginning of year 180 149 Cash and cash equivalents, end of year $ 127 $ 180 See accompanying notes to condensed financial statements. Schedule I EVO Investco, LLC (Parent company only) Notes to the condensed consolidated financial statements December 31, 2017 and 2016 (1) Basis of presentation EVO Investco, LLC (“Parent Company” or “Company”) is the Parent Company of EVO Payments International, LLC, and the predecessor to the registrant. EVO Payments International, LLC has several operating subsidiaries which represent the total operations of the consolidated entity. The accompanying condensed parent-only financial statements are required in accordance with Rule 5-04 of Regulation S-X. These condensed financial statements have been presented on a “standalone” basis for EVO Investco, LLC. For purposes of this condensed financial information, the Parent Company’s investment in its consolidated subsidiary is presented under the equity method of accounting. Under the equity method, investment in its subsidiary is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received. As of December 31, 2017 and 2016, the Parent Company’s subsidiary was in a net deficit due to the accumulation of net losses to date, therefore it is presented as a liability in the balance sheet. The Parent Company financial statements should be read in conjunction with the Company’s consolidated financial statements. (2) Distributions There were no distributions made to the Company, from the Company’s subsidiary, for the year ended December 31, 2017 and distributions of $35.0 million for the year ended December 31, 2016. (3) Long-term debt and credit facilities In connection with the Company’s acquisition of EVO Payments Mexico, the Company entered into a loan (“BMO loan”), executed on August 25, 2015, between BMO Harris Bank N.A. (“BMO Harris Bank”), as the lender, MDP, as the guarantor, and the Company. BMO Harris Bank provided the BMO loan as an unsecured demand note with no maturity date in an amount up to $104.5 million and the Company withdrew $95.3 million on execution date, and is, therefore, classified as current in the consolidated balance sheets as of December 31, 2016. The interest rate is the greater of the BMO Harris Bank’s prime rate, plus 0.25% per annum, or LIBOR Quoted Rate plus 3% per annum calculated on a monthly basis. In December 22, 2016, the Company made a principal payment of $35.0 million and on January 30, 2017, the Company paid the full outstanding principal and interest balance of $65.4 million. Long-term 2017 2016 (In thousands) Parent Company debt: BMO loan $ — $ 65,208 Total parent company debt $ — $ 65,208 In addition, the Company notes the following debts of its subsidiaries. 2017 2016 (In thousands) Subsidiary debt: First lien term loan $ 566,075 $ 570,950 Second lien term loan 175,206 175,486 First lien revolver 44,632 11,728 Deferred purchase price 68,720 — Letter of credit 1,000 4,300 Settlement facilities 28,563 2,535 Deferred financing costs (19,679 ) (21,644 ) Total subsidiary debt $ 864,517 $ 743,355 (4) Commitments and contingencies For a discussion of commitments and contingencies, see Note 13 to the Company’s consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (2) Earnings Per Share As described in Note 15, “Shareholders’ Equity,” on May 22, 2018, the EVO, LLC Agreement was amended and restated, to, among other things, reclassify all of the then existing membership interests of EVO, LLC into a new single class of common membership interests. Additionally, the Company entered into a series of transactions that resulted in the issuance of Class A common stock, Class B common stock, Class C common stock and Class D common stock to the holders of LLC Interest and commenced the IPO resulting in the public issuance of additional shares of the Company’s Class A common stock (Refer to Note 15, “Shareholders’ Equity,” for further discussion of Reorganization Transactions and IPO). Earnings per share information for the three and six months ended June 30, 2018 has been presented on a prospective basis and reflects only the net income available for holders of Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding, for the period from May 23, 2018 through June 30, 2018. Earnings per share information prior to May 23, 2018 are not presented since the ownership structure of EVO, LLC is not a common unit of ownership. The following table sets forth the computation of the Company’s basic and diluted net income per Class A common share: May 23 - June 30 2018 Numerator: Net income attributable to EVO Payments, Inc. $ 16,713 Denominator: Weighted average Class A common stock outstanding 17,293,355 Effect of dilutive securities 139,367 Total dilutive securities 17,432,722 Earnings per share: Basic $ 0.97 Diluted $ 0.96 Antidilutive securities: Stock options 163,144 Convertible Class C common stock 2,560,955 Convertible Class D common stock 24,305,155 Earnings per share is not separately presented for Class B common stock, Class C common stock and Class D common stock since they have no economic rights to the income or loss of EVO, Inc. Class B common stock is not considered when calculating dilution as this class of common stock may not convert to Class A common stock. Class C common stock and Class D common stock are considered in the dilution calculation as these classes have conversion rights to Class A common stock that could result in additional Class A common stock being issued however, these shares are currently in a net loss position and are therefore anti-dilutive. Refer to Note 15, “Shareholders’ Equity,” for further information on rights to each class of stock. |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
Tax Receivable Agreement | (3) Tax Receivable Agreement In connection with the IPO the Company entered into a Tax Receivable Agreement (“TRA”) that requires us to make payments to the Continuing LLC Owners, as defined in Note 15, “Shareholders’ Equity,” that are generally equal to 85% of the applicable cash tax savings, if any, realized as a result of favorable tax attributes that will be available to the Company as a result of the Reorganization Transactions, exchanges of EVO, LLC interests for Class A common stock, and payments made under the TRA. Payments will occur only after the filing of U.S. federal and state income tax returns and realization of cash tax savings from the favorable tax attributes. The first payment is due between 95 to 125 days after the filing of the Company’s tax return for the year ended December 31, 2018, which is due April 15, 2019, but the due date can be extended until October 15, 2019. As a result of the exchange of units of EVO, LLC and shares of Class D common stock for shares of Class A common stock sold by the selling stockholder in connection with the IPO, the Company recorded a deferred tax asset of $2.6 million associated with the increase in tax basis. Payments to the Continuing LLC Owners related to the purchases, the exchanges as described in Note 15, “Shareholders’ Equity,” of the accompanying unaudited condensed consolidated financial statements, will aggregate to approximately $2.2 million, ranging from zero to $0.2 million per year over the next 15 years. The Company recorded a corresponding reduction to paid-in For the TRA, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no increase to the tax basis of the assets of EVO, LLC as a result of the purchase or exchange of EVO, LLC Interests, had there been no tax benefit from the tax basis in the intangible assets of EVO, LLC on the date of the IPO and had there been no tax benefit as a result of the Net Operating Losses (“NOLs”) generated by the increase in our tax basis of the assets in EVO, LLC. Subsequent adjustments of the TRA obligations due to certain events (e.g. changes to the expected realization of NOLs or changes in tax rates) will be recognized within operating expenses in the unaudited condensed consolidated statement of operations and comprehensive (loss) income. |
Stock Compensation Plans and Sh
Stock Compensation Plans and Share-Based Compensation Awards | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans and Share-Based Compensation Awards | (16) Stock Compensation Plans and Share-Based Compensation Awards The Company provides share-based compensation awards to its employees under the 2018 Plan, which the Company adopted in conjunction with its IPO. The 2018 Plan became effective on May 22, 2018. A total of 7,792,162 shares of our Class A common stock are reserved for issuance under the 2018 Plan. The following table summarizes share-based compensation expense, and the related income tax benefit recognized for share-based compensation awards: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) Share-based compensation expense $ 52,134 $ — $ 52,134 $ — Income tax benefit $ 3,846 $ — $ 3,846 $ — The total fair value of share-based compensation awards vested during the six months ended June 30, 2018 was $52.1 million and no share-based compensation awards vested during the six months ended June 30, 2017. For these share-based compensation awards, the Company recognized share-based compensation expense of $52.1 million during the three and six months ended June 30, 2018. No share-based compensation expense was recognized for the three or six months ended June 30, 2017. As of June 30, 2018, there was $22.4 million of unrecognized share-based compensation expense related to unvested share-based compensation awards the Company expects to recognize over a weighted-average period of 3.8 years. The share-based compensation award plans provide for accelerated vesting under certain conditions. Class D awards The Company modified the Class D awards in connection with the IPO. All vesting conditions, with the exception of the consummation of a liquidity event, were waived as a result of the modification, including performance and service vesting conditions. On the modification date, the Company recorded share-based compensation expense based on the modification date fair value of $16.00 per share. As a result share-based compensation expense of $42.8 million was recognized for the three months ended June 30, 2018 for the Class D awards, which represented the vesting of all 2,672,666 awarded shares. Prior to the consummation of the IPO, no liquidity event was probable and as such no share-based compensation expense had previously been recognized for these awards. On the modification date there were 15 employees or former employees who held Class D awards. All Class D awards granted and vested have a weighted average grant date fair value of $16.00. Unit appreciation rights/Restricted stock awards The Company assumed the EVO, LLC Unit Appreciation Rights Plan (“UAR Plan”) and issued shares of Class A common stock to members of our management and our current and former employees upon conversion of the outstanding UARs held by these individuals at the consummation of the IPO, resulting in newly issued RSAs. In connection with the assumption of the UAR Plan and issuance of Class A common stock, on the IPO date, the Company recorded share-based compensation expense based on the modification date fair value of $16.00 per share. As a result share-based compensation expense of $8.7 million was recognized for the three months ended June 30, 2018 for the RSAs. As of the IPO, 543,323 awarded shares vested and 52,476 of those awards were surrendered for tax obligations. Prior to the consummation of the IPO, no liquidity event was probable and as such no share-based compensation expense had previously been recognized for these awards. On the modification date, there were 35 employees and former employees who held UARs. Immediately subsequent to the IPO, there were 63,452 unvested RSAs outstanding. During the period subsequent to the IPO 3,203 awarded shares vested and 451 of those awards were surrendered for tax obligations. As of June 30, 2018 there are 60,249 unvested awards with unrecognized share-based compensation expense of $0.9 million. All RSAs granted, vested, and unvested have a weighted average grant date fair value of $16.00. Restricted stock units On May 22, 2018, in connection with the IPO, the Company granted 503,795 RSUs under the 2018 Plan. The grant date fair value of the RSUs was $16.00 per unit. The Company recognized share-based compensation expense for RSUs granted of $0.2 million. There were no RSUs which vested or were forfeited during the three or six month periods ended June 30, 2018. As of June 30, 2018, there were 503,795 unvested RSUs and total unrecognized share-based compensation expense related to outstanding RSUs was $7.8 million. Each RSU vests in equal annual vesting installments over a period of four years from the grant date and will settle in Class A common stock. All RSUs granted, vested, and unvested have a weighted average grant date fair value of $16.00. Stock options Additionally, on May 22, 2018, in connection with the IPO, the Company granted 2,115,625 stock options. The grant date fair value of the stock options is $6.68 per option. The Company recognized share-based compensation expense for the stock options granted of $0.4 million. As of June 30, 2018, total unrecognized share-based compensation expense related to unvested stock options was $13.7 million. Each stock option vests in equal annual installments over a period of four years from grant date, and stock options expire no later than 10 years from the date of grant. For the purpose of calculating share-based compensation expense, the fair value of the stock option grants was determined through the application of the Black-Scholes model with the following assumptions: Six Months Ended 2018 Expected life (in years) 7.00 Weighted average risk-free interest rate 3.02% Expected volatility 33.99% Dividend yield 0.00% Weighted average fair value at grant date $ 6.68 During the three months ended June 30, 2018, no stock options have been forfeited. The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption on expected volatility is based on the historical volatility of a peer group of market participants as the Company has no established historical volatility. It is the Company’s intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero. The Company applied the simplified method in determining the expected life of the stock options as the Company has no historical basis upon which to determine historical exercise periods. The Company based the assumptions of the expected term of the options as the expected term plus half of the remaining life through expiration. All stock options exercised will be settled in Class A common stock. |
Description of business and s30
Description of business and summary of significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Use of Estimates | (b) Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated balance sheets as of June 30, 2018, the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2018 and 2017, the unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2018, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted in accordance with SEC rules that would ordinarily be required under U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on May 24, 2018 (the “Prospectus”) for the offering of Class A common stock (the “Class A common stock”). See Note 15, “Shareholders’ Equity,” to the unaudited condensed consolidated financial statements for information regarding the Reorganization Transactions and the IPO. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. Accordingly, actual results could differ from those estimates. Estimates are used for accounting purposes including, but not limited to, calculating redeemable non-controlling | |
Principles of Consolidation | (c) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. As sole managing member of EVO, LLC, EVO, Inc. exerts control over the Group. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation non-controlling | |
Cash and Cash Equivalents and Restricted Cash | (d) Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less when acquired. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are merchant reserve cash balances, which represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreements (“Merchant Reserves”). While this cash is not restricted in its use, the Company believes that maintaining the Merchant Reserves to collateralize merchant losses strengthens its fiduciary standings with its card network sponsors (“Member Banks”) and is in accordance with the guidelines set by the card networks. As of June 30, 2018, and December 31, 2017, Merchant Reserves were $107.5 million and $111.3 million, respectively. | |
Settlement Processing Assets and Liabilities | (f) Settlement Processing Assets and Liabilities In certain markets, the Company is a member of various card networks, allowing it to process and fund transactions without third party sponsorship. In other markets, the Company has financial institution sponsors Member Banks for whom the Company facilitates payment transactions. These arrangements allow the Company to route transactions under the Member Banks’ control and identification numbers to clear card transactions through card networks. A summary of these amounts are as follows: June 30, 2018 December 31, 2017 (In thousands) Settlement processing assets: Receivable from card networks $ 311,900 $ 342,803 Receivable from merchants 118,023 96,466 Totals $ 429,923 $ 439,269 Settlement processing obligations: Settlement liabilities $ (359,242 ) $ (372,642 ) Merchant reserves (107,535 ) (111,876 ) Totals $ (466,777 ) $ (484,518 ) | |
Revenue Recognition | (g) Revenue Recognition The Company recognizes revenue when (1) it is realized or realizable and earned, (2) there is persuasive evidence of an arrangement, (3) delivery and performance has occurred, (4) there is a fixed or determinable sales price, and (5) collection is reasonably assured. The Company primarily earns revenue from payment processing services. Payment processing service revenue is based on a percentage of transaction value and on specified amounts per transaction or service, and is recognized as such services are performed. The Company also earns revenue from the sale and rental of electronic point of sale (“POS”) equipment. Revenue from the sale of these products is recognized when goods are shipped and title passes to the customer. Revenue from the rental of electronic POS equipment is recognized monthly as earned. These revenues are presented in “Processing and other revenue” in the below table and totaled $11.1 million and $10.1 million for the three months ended June 30, 2018 and 2017, respectively. These revenues totaled $21.4 million and $19.5 million for the six months ended June 30, 2018 and 2017 respectively. Such rental arrangements are considered multiple element arrangements. The Company follows guidance in ASC 605-25, Revenue Recognition – Multiple-Element Arrangements non-processing A summary of revenue is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) (In thousands) Processing and other revenue $ 480,268 $ 437,823 $ 921,004 $ 827,372 Interchange and card network fees (281,195 ) (257,149 ) (537,504 ) (482,683 ) Subtotal 199,073 180,674 383,500 344,689 Commissions (41,641 ) (39,904 ) (80,640 ) (78,810 ) Card network processing costs and other (16,541 ) (16,871 ) (33,687 ) (32,360 ) Revenue $ 140,891 $ 123,899 $ 269,173 $ 233,519 | |
Earnings Per Share | (e) Earnings Per Share Basic earnings per Class A common stock is computed by dividing the net income attributable to EVO, Inc. by the weighted average number of Class A common stock outstanding from May 23, 2018 to June 30, 2018. Diluted earnings per Class A common stock is calculated by dividing the net income attributable to EVO, Inc. by the diluted weighted average Class A common stock outstanding during the period, which includes stock options, restricted stock units (“RSUs”), unit appreciation rights (“UARs”), restricted stock awards (“RSAs”), and LLC Interests corresponding to each Class C common share and Class D common share that are convertible into shares of Class A common stock for the period after the closing of the IPO. The dilutive effect of outstanding share-based compensation awards, if any, is reflected in diluted earnings per Class A common stock by application of the treasury stock method or if-converted | |
Recent Accounting Pronouncements | (i) Recent Accounting Pronouncements New accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company are adopted as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other 2017-04 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting tax-withholding 2016-09 In March, April and May 2016, the FASB issued ASU 2016-08, 2016-10 2016-12, Revenue from Contracts with Customers 2014-09. 2014-09, Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases | |
Share-Based Compensation | (h) Share-Based Compensation The Company accounts for share-based compensation transactions with employees in accordance with ASC 718, Compensation: Stock Compensation | |
Predecessor | ||
Basis of Presentation and Use of Estimates | (b) Basis of presentation and use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make certain estimates and assumptions that affect the reported assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Accordingly, actual results could differ from those estimates. Estimates are used when accounting for, but not limited to, redeemable non-controlling interest, income taxes, and valuation of long lived assets. For the year ended December 31, 2017, the Company recorded certain prior period adjustments to components of Total deficit. The impact of these corrections increased the Accumulated deficit by $29.9 million, decreased Accumulated other comprehensive loss by $13.7 million, and increased Nonredeemable non-controlling interest by $16.2 million. These adjustments were made to (1) reclassify prior period distributions from Nonredeemable non-controlling interest into Redeemable non-controlling interest, and (2) to reclassify prior period foreign currency translation adjustment associated with Redeemable non-controlling interest. On the consolidated statement of changes in members’ deficit this activity was recognized in the Foreign currency translation and other adjustments for the year ended December 31, 2017. The aforementioned adjustments had no impact on Total deficit. | |
Principles of Consolidation | (c) Principles of consolidation The accompanying consolidated financial statements include the accounts of EVO LLC and its majority owned and/or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. | |
Cash and Cash Equivalents and Restricted Cash | (d) Cash and cash equivalents and restricted cash Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less when acquired. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are merchant reserve cash balances, which represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreement (“Merchant Reserves”). While this cash is not restricted in its use, the Company believes that designating this cash to collateralize Merchant Reserves strengthens its fiduciary standings with member sponsors and is in accordance with the guidelines set by the card networks. As of December 31, 2017 and 2016, Merchant Reserves were $111.3 million and $121.4 million, respectively. | |
Accounts receivable and other receivables | (e) Accounts receivable and other receivables Receivable balances are stated net of allowance for doubtful accounts. Accounts receivable consists of amounts of foreign value added taxes to be recovered during regular business operation and amounts due from ISOs and merchants related to the sale of point of sale (“POS”) equipment and peripherals. Included in other receivables as of December 31, 2017 and 2016 is an amount of value added taxes of $32.1 million and $31.6 million, respectively, due from the Mexican tax authority to recover as part of the business acquisition in Mexico with a corresponding liability that has been included in accounts payable to be paid to the seller. Also included in other receivables are advances to merchants and other revenues due to the Company. The Company periodically evaluates its accounts receivable and other receivables for collectability. The Company reviews historical loss experience, the financial position of its customers and known or expected trends when estimating the allowance for doubtful accounts. As of December 31, 2017 and 2016, there was no allowance for doubtful accounts. | |
Inventory | (f) Inventory Inventory, consisting primarily of electronic POS terminals and prepaid mobile phone cards, is stated at the lower of cost or net realizable value. Cost is determined by using the first-in first-out | |
Settlement Processing Assets and Liabilities | (g) Settlement processing assets and liabilities In certain markets, the Company is a member of various card networks, allowing it to process and fund transactions without third party sponsorship. In other markets, the Company has financial institution sponsors (“Member Banks”) where the Company facilitates payment transactions. These arrangements allow the Company to route transactions under the Member Banks’ control and identification numbers to clear card transactions through card networks. Funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. The standards of the card networks restrict non-members from performing funds settlement or accessing merchant settlement funds, and, instead, require that these funds be in the possession of the Member Banks until the merchant is funded. However, in certain markets and in accordance with the terms of the Company’s Bank Sponsorship Agreements with its Member Banks, funds settlement generally follows a net settlement process. Timing differences, interchange expense, Merchant Reserves, and exception items cause differences between the amount the Member Banks receives from the card networks and the amount funded to the merchants. Settlement processing assets and obligations represent intermediary balances arising in the settlement process. A summary of these amounts as of December 31, 2017 and 2016 are as follows: 2017 2016 (In thousands) Settlement processing assets: Receivable from card networks $ 342,803 $ 243,409 Receivable from merchants 96,466 58,221 Totals $ 439,269 $ 301,630 Settlement processing obligations: Settlement liabilities $ (372,642 ) $ (272,181 ) Merchant reserves (111,876 ) (121,387 ) Totals $ (484,518 ) $ (393,568 ) | |
Deferred costs | (h) Deferred costs In 2016 the Company began incurring costs in connection with the filing of its Registration Statement on Form S-1, which are deferred in other assets in accordance with ASC 505-10-25 , Equity—Recognition The Company has capitalized $6.4 million and $0.6 million as of December 31, 2017 and 2016, respectively. | |
Equipment and improvements | (i) Equipment and improvements Equipment and improvements are stated at cost less accumulated depreciation. Card processing, office equipment, computer software, and furniture and fixtures are depreciated over their respective estimated useful lives, on a straight line basis. Leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the lease term. Maintenance and repairs which do not extend the useful life of the respective assets are charged to expense as incurred. | |
Deferred financing costs | (j) Deferred financing costs The costs associated with obtaining debt financing are capitalized and amortized over the term of the related debt. Such costs are shown as a reduction of the long-term debt. | |
Goodwill and intangible assets | (k) Goodwill and intangible assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amounts of goodwill, acquired merchant contract portfolios and other intangible assets may not be recoverable. Goodwill represents the excess of cost over fair value of identifiable tangible and intangible net assets acquired through acquisitions. The Company evaluates its goodwill and indefinite lived intangible assets for impairment annually as of October 1, or more frequently as circumstances warrant. The Company has the option to perform a qualitative assessment of impairment or a two-step approach to determine whether events or circumstances have occurred giving rise to the need for further quantitative testing. If the Company decides that it is appropriate to perform a qualitative assessment, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A qualitative assessment would include consideration of macroeconomic condition, industry and market considerations, changes in certain costs, overall financial performance, and other relevant entity specific events. If the Company concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company concludes that the carrying value of a reporting unit more likely than not exceeds the fair value, management is required to perform the two step process. In the first step, the fair value for the reporting unit is compared to its carrying value including goodwill. In the event that the fair value of the reporting unit was determined to be less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The implied fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the fair value of the net identifiable assets. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment. The Company has two reporting units: North America and Europe. Finite-lived assets include merchant contract portfolios, marketing alliance agreements, trademarks, internally developed software and non-competition agreements stated net of accumulated amortization or impairment charges and foreign currency translation adjustments. Merchant contract portfolios consist of merchant contracts acquired from third parties that will generate revenue for the Company. The useful lives of merchant contract portfolios are determined using forecasted cash flows, based on, among other factors, estimates of revenue, expenses, and merchant attrition associated with the underlying portfolio of merchant accounts. The useful lives are determined based upon the period of time over which a significant portion of the economic value of such assets are expected to be realized. The useful life of merchant contract portfolios is 7 to 19 years. Amortization of merchant contract portfolios is accelerated based on the present value of the portfolios’ forecasted cash flows. Acquired marketing alliance agreements and certain acquired trademarks are amortized on a straight-line basis over 5 to 21 years. Internally developed software has a useful life of 3 to 7 years using the straight-line method. Factors such as obsolescence, technology, competition, and other economic factors have been considered when determining the useful life of internally developed software. Capitalization of internally developed software occurs in costs associated with the developmental phase of a project, and amortization commences when the software is ready to be placed into use by the Company. Expenses incurred before the completion of the preliminary project stage are expensed as incurred. Non-competition agreements are amortized on a straight-line basis over 2 to 4 years. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company assesses its recoverability by determining whether the carrying value will be recovered through its future undiscounted cash flows and from its ongoing use, and if applicable, its eventual disposition. When the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the difference. For the years ended December 31, 2017 and 2016, there was no goodwill or long-lived asset impairment. | |
Revenue Recognition | (l) Revenue recognition The Company recognizes revenue when (1) it is realized or realizable and earned, (2) there is persuasive evidence of an arrangement, (3) delivery and performance has occurred, (4) there is a fixed or determinable sales price, and (5) collection is reasonably assured. The Company primarily earns revenue from payment processing services. Payment processing service revenue is based on a percentage of transaction value or on a specified amount per transaction or related services, and is recognized as such services are performed. The Company also earns revenue in North America and Europe from sales and rental of electronic POS equipment. Revenue from the sale of these products is recognized when goods are shipped and title passes to the customer. Revenue from the rental of electronic point-of-sale equipment is recognized monthly as earned. These revenues are presented in “Processing and other revenue” in the below table and totaled $36.2 million and $36.5 million for the years ended December 31, 2017 and 2016, respectively. Such rental arrangements are considered multiple element arrangements. The Company follows guidance in ASC 605-25, Revenue Recognition—Multiple-Element Arrangements A summary of revenue is as follows for the years ended December 31, 2017 and 2016: 2017 2016 (In thousands) Processing and other revenue $ 1,744,520 $ 1,404,392 Interchange and card network fees (1,012,167 ) (769,221 ) Subtotal 732,353 635,171 Commissions (159,314 ) (146,225 ) Card network processing costs and other (68,289 ) (69,725 ) Revenue $ 504,750 $ 419,221 Depending on the country, the Company enters into Bank Sponsorship Agreement with Member Banks in order to provide processing services to its merchants, as either a member of the card networks or as an ISO through a processor. The Member Banks sponsorship authorizes the Company to process card network transactions under the applicable guidelines of the Member Banks. The Member Banks are ultimately responsible for the merchant relationship but, under this agreement passes the initial responsibility for settlement processing and risk of loss to the Company. As a member of the card networks, the Company has the ultimate responsibility for merchant relationship, settlement processing and risk of loss. As a member of the card networks or under the ISO relationship, receipts from processors and merchants are presented in “Processing and other revenue” in the above table. The Company does not determine interchange rates; they are set by the card networks. These fees are presented as “Interchange and card network fees” in the above table. The rights for the Company to earn service fee revenue from the receipt of fees from merchants are generated by a negotiated agreement with ISOs or other third parties. The ISO or third party acts as supplier of products or services by achieving most of the shared risks and rewards as principal in the merchant agreement; the Company passes the ISO’s share of merchant receipts to them as “Commissions” as presented in the above table. Card network processing costs and other are assessed by the card networks for authorization, settlement, and card network access services. The Company collects these amounts through the processing cycle and reimburses the card networks. The Company is not responsible for the fulfilment or acceptance of these services and presents these costs as “Card network processing costs and other” in the above table. The Company follows the requirements of ASC 605-45, Principal Agent Considerations The determination of gross versus net recognition for interchange and card network fees, commissions and network processing costs and other fees requires judgment that depends on the relevant facts and circumstances. The Company recognizes its processing and other revenue on a gross basis as the Company is the primary obligor for providing processing services. The Company recognizes its fees charged to customers net of interchange and card network fees, commissions, and card network processing costs and other fees because the fees are assessed to the Company’s merchant customers by other entities as it is not the primary obligor. | |
Income taxes | (m) Income taxes The Company is considered a flow-through entity for U.S. federal tax purposes and most state jurisdictions. Income tax liabilities are incurred in foreign jurisdictions whereas income of EVO LLC in the U.S. flows through and is taxable to its members and not to EVO LLC. EVO LLC’s domestic or foreign subsidiary’s income tax filings are periodically audited by the local tax authorities. EVO LLC’s open tax years by jurisdiction are as follows as of December 31, 2017: Jurisdiction Years Canada 2015-2017 Czech Republic 2015-2017 Germany 2014-2017 Gibraltar 2016-2017 Ireland 2014-2017 Malta 2016-2017 Mexico 2015-2017 Poland 2013-2017 Spain 2014-2017 United Kingdom 2014-2017 Initial years shown open to income tax audit reflect the first taxable year of organization the first year which the Company has total or partial ownership of the legal entity in the Czech Republic, Gibraltar, Malta, and Mexico. Deferred taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes deferred tax assets to the extent that it is expected these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Deferred tax assets and deferred tax liabilities are measured using tax rates expected to apply for the period when the asset will be recovered or the liability will be settled, based on jurisdictional tax rates (and tax regulations) in effect. The effect of a change in tax rates is recognized in the consolidated statement of operations and comprehensive income (loss) in the period that includes the enactment date. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence such as our projections of future growth. On the basis of this evaluation, as of December 31, 2017 and 2016, a valuation allowance of $15.9 million and $11.5 million, respectively, has been established to reduce the carrying amount of the deferred tax to an amount that is more than likely than not to be realized in various European jurisdictions. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. Uncertain tax positions The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process: (1) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company is subject to tax audits in various jurisdictions and regularly assesses the likely outcome of such audits in order to determine the need for liabilities for uncertain tax benefits. As of December 31, 2017 and 2016, the Company’s management believed that, based on its evaluation of the tax positions including its filed tax returns, there were no uncertain tax positions that required recognition or disclosure in the consolidated financial statements. The Company’s management continually evaluates the appropriateness of liabilities for uncertain tax positions considering factors such as statutes of limitations, audits, proposed settlements, and changes in tax law. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. | |
Nonredeemable non-controlling interests and redeemable non-controlling interests | (n) Nonredeemable non-controlling interests and redeemable non-controlling interests Non-controlling interests relate to the portion of equity in a consolidated subsidiary not attributable, directly or indirectly, to the Company. Where redemption of such non-controlling interests are solely within the control of the Company, such interests are reflected in the consolidated balance sheets as “Nonredeemable non-controlling interests” and in the consolidated statements of operations and comprehensive income (loss) as “Net income attributable to nonredeemable non-controlling interests.” Redeemable non-controlling interests (“RNCI”) relate to non-controlling interests that are redeemable upon the occurrence of an event that is not solely within the Company’s control and are reported in the mezzanine section between total liabilities and members’ deficit in the Company’s consolidated balance sheets. The Company adjusts the redeemable non-controlling interests to reflect its estimate of the maximum redemption amount each year against the Company’s members’ deficit. | |
Self-insurance | (o) Self-insurance The Company is self-insured up to certain predetermined amounts for liabilities relating to employee related health and dental care benefits in the United States. The estimated costs of all known and probable losses were accrued by the Company as of December 31, 2017 and 2016. The provisions for self-insured employee related health and dental care benefits are estimated by management by considering historical claims experiences. The Company is also the beneficiary of a stop loss insurance policy for annual claims under its employee health care plan of $200,000 per plan member and an aggregate total insurance benefit of $1.0 million per year. The accrued liability for self-insured employee health claims was $0.4 million and $0.6 million as of December 31, 2017 and 2016, respectively. | |
Foreign currency translation | (p) Foreign currency translation The Company has operations in foreign countries whose functional currency is the local currency. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net income for the period. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period end exchange rate. Income statement items are translated at the average monthly rates prevailing during the year. The resulting translation adjustment is recorded as a component of other comprehensive income (loss) and is included in members’ deficit. | |
Fair value measurements | (q) Fair value measurements The Company follows ASC 820, Fair Value Measurements The Company uses the hierarchy prescribed in the aforementioned accounting guidance for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date, Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, and Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk. | |
Segment reporting | (r) Segment reporting The Company has two strategic operating segments: North America and Europe. Additionally, the Company has determined that the reportable segments are the same as the operating segments. The alignment of the Company’s segments is designed to establish lines of business that support the geographical markets the Company operates in and allow the Company to further globalize the Company’s solutions while working seamlessly with the Company’s teams across these markets. The North America segment comprises the geographical markets of the United States, Canada and Mexico. The Europe segment comprises the geographical markets of Western Europe (Spain, United Kingdom, Ireland and Germany) and Eastern Europe (Poland and Czech Republic). The Company also provides general corporate services to its segments through a corporate function, which does not earn any revenues and is therefore not an operating segment. Such costs are reported as “Corporate.” | |
Earnings Per Share | (s) Earnings per share Historic basic and diluted earnings per common unit holder are not presented since the ownership structure of the Company is not a common unit of ownership. | |
Recent Accounting Pronouncements | (t) Recent accounting pronouncements New accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations , Business Combinations In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Cash Receipts and Cash Payments In March, April and May 2016, the FASB issued ASU 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases |
Description of business and s31
Description of business and summary of significant accounting policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of settlement processing assets and liabilities | A summary of these amounts are as follows: June 30, 2018 December 31, 2017 (In thousands) Settlement processing assets: Receivable from card networks $ 311,900 $ 342,803 Receivable from merchants 118,023 96,466 Totals $ 429,923 $ 439,269 Settlement processing obligations: Settlement liabilities $ (359,242 ) $ (372,642 ) Merchant reserves (107,535 ) (111,876 ) Totals $ (466,777 ) $ (484,518 ) | |
Summary of revenue | A summary of revenue is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) (In thousands) Processing and other revenue $ 480,268 $ 437,823 $ 921,004 $ 827,372 Interchange and card network fees (281,195 ) (257,149 ) (537,504 ) (482,683 ) Subtotal 199,073 180,674 383,500 344,689 Commissions (41,641 ) (39,904 ) (80,640 ) (78,810 ) Card network processing costs and other (16,541 ) (16,871 ) (33,687 ) (32,360 ) Revenue $ 140,891 $ 123,899 $ 269,173 $ 233,519 | |
Predecessor | ||
Summary of settlement processing assets and liabilities | A summary of these amounts as of December 31, 2017 and 2016 are as follows: 2017 2016 (In thousands) Settlement processing assets: Receivable from card networks $ 342,803 $ 243,409 Receivable from merchants 96,466 58,221 Totals $ 439,269 $ 301,630 Settlement processing obligations: Settlement liabilities $ (372,642 ) $ (272,181 ) Merchant reserves (111,876 ) (121,387 ) Totals $ (484,518 ) $ (393,568 ) | |
Summary of revenue | A summary of revenue is as follows for the years ended December 31, 2017 and 2016: 2017 2016 (In thousands) Processing and other revenue $ 1,744,520 $ 1,404,392 Interchange and card network fees (1,012,167 ) (769,221 ) Subtotal 732,353 635,171 Commissions (159,314 ) (146,225 ) Card network processing costs and other (68,289 ) (69,725 ) Revenue $ 504,750 $ 419,221 | |
Summary of Open Tax Years | EVO LLC’s domestic or foreign subsidiary’s income tax filings are periodically audited by the local tax authorities. EVO LLC’s open tax years by jurisdiction are as follows as of December 31, 2017: Jurisdiction Years Canada 2015-2017 Czech Republic 2015-2017 Germany 2014-2017 Gibraltar 2016-2017 Ireland 2014-2017 Malta 2016-2017 Mexico 2015-2017 Poland 2013-2017 Spain 2014-2017 United Kingdom 2014-2017 |
Acquisitions (Tables)
Acquisitions (Tables) - Sterling Payment Technologies, LLC | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of allocation of purchase price | The table below presents the allocation of the purchase price of Sterling to the assets acquired and liabilities assumed based on their fair values. As of the (In thousands) Cash and cash equivalents $ 601 Accounts receivable 945 Prepaid expenses and other 905 Inventory 851 Equipment and improvements 2,711 Intangibles - Trademarks 14,400 Intangibles - Internally developed software 7,300 Intangibles - Non-competition 6,200 Intangibles - Merchant contract portfolios 27,300 Intangibles - Marketing alliance agreements 30,200 Accounts payable and accrued expenses (2,626 ) Total net fair value excluding goodwill 88,787 Goodwill 107,978 Total purchase price $ 196,765 | |
Predecessor | ||
Schedule of allocation of purchase price | The table below presents the allocation of the purchase price of Sterling to the assets acquired and liabilities assumed based on their fair values. As of the (In thousands) Cash and cash equivalents $ 601 Accounts receivable 945 Prepaid expenses and other 905 Inventory 851 Equipment and improvements 2,711 Intangibles—Trademarks 14,400 Intangibles—Internally developed software 7,300 Intangibles—Non-competition agreements 6,200 Intangibles—Merchant contract portfolios 27,300 Intangibles—Marketing alliance agreements 30,200 Accounts payable and accrued expenses (2,626 ) Total net fair value excluding goodwill 88,787 Goodwill 107,978 Total purchase price $ 196,765 |
Equipment and improvements (Tab
Equipment and improvements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of equipment and improvements | Equipment and improvements consisted of the following: Estimated Useful Lives in Years June 30, 2018 December 31, 2017 (In thousands) Card processing 3-5 $ 113,489 $ 102,789 Office equipment 3-5 42,007 37,476 Computer software 3 41,278 38,669 Leasehold improvements various 13,120 12,764 Furniture and fixtures 5-7 5,822 5,410 Totals 215,716 197,108 Less accumulated depreciation (118,336 ) (106,889 ) Foreign currency translation adjustment 2,977 6,368 Totals $ 100,357 $ 96,587 | |
Predecessor | ||
Schedule of equipment and improvements | Equipment and improvements consisted of the following as of December 31, 2017 and 2016: Estimated useful lives in years 2017 2016 (In thousands) Card processing 3-5 $ 102,789 $ 71,947 Office equipment 3-5 37,476 24,323 Computer software 3 38,669 29,150 Leasehold improvements various 12,764 14,034 Furniture and fixtures 5-7 5,410 9,122 Totals 197,108 148,576 Less accumulated depreciation (106,889 ) (73,548 ) Increase (decrease) in foreign currency translation 6,368 (2,444 ) Totals $ 96,587 $ 72,584 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of intangible assets, net | Intangible assets, net consist of the following: June 30, December 31, 2018 2017 (In thousands) Intangible assets with finite lives: Merchant contract portfolios: Gross carrying value $ 282,614 $ 274,780 Accumulated amortization (125,515 ) (113,747 ) Accumulated impairment losses (5,658 ) (5,658 ) Foreign currency translation adjustment (28,443 ) (26,057 ) Net 122,998 129,318 Marketing alliance agreements: Gross carrying value 191,954 187,758 Accumulated amortization (41,694 ) (35,509 ) Accumulated impairment losses (7,585 ) (7,585 ) Foreign currency translation adjustment (17,671 ) (15,561 ) Net 125,004 129,103 Trademarks, finite-lived: Gross carrying value 27,283 25,084 Accumulated amortization (9,596 ) (8,485 ) Foreign currency translation adjustment (4,355 ) (3,701 ) Net 13,332 12,898 Internally developed software: Gross carrying value 52,620 42,442 Accumulated amortization (11,696 ) (9,760 ) Accumulated impairment losses (9,324 ) (9,324 ) Foreign currency translation adjustment (3,607 ) (3,247 ) Net 27,993 20,111 Non-competition Gross carrying value 6,400 6,200 Accumulated amortization (3,961 ) (2,633 ) Net 2,439 3,567 Total finite-lived, net 291,766 294,997 Trademarks, indefinite-lived: Gross carrying value 18,499 18,486 Total intangible assets, net $ 310,265 $ 313,483 | |
Schedule of estimated amortization expense | Estimated amortization expense to be recognized during each of the five years subsequent to June 30, 2018: Amount (In thousands) Years ending: 2018 (remainder for the year) $ 23,012 2019 41,232 2020 36,558 2021 31,091 2022 27,161 2023 and thereafter 132,712 Total $ 291,766 | |
Schedule of net intangible assets by segment | The following represents net intangible assets by segment: June 30, 2018 December 31, 2017 (In thousands) Intangible assets, net: North America Merchant contract portfolios $ 87,256 $ 89,045 Marketing alliance agreements 79,116 82,604 Trademarks, finite-lived 1,487 — Internally developed software 16,798 10,431 Non-competition 2,439 3,567 Trademarks, indefinite-lived 18,499 18,486 Total 205,595 204,133 Europe Merchant contract portfolios 35,742 40,273 Marketing alliance agreements 45,888 46,499 Trademarks, finite-lived 11,845 12,898 Internally developed software 11,195 9,680 Total 104,670 109,350 Total intangible assets, net $ 310,265 $ 313,483 | |
Schedule of goodwill activity | Goodwill activity for the six months ended June 30, 2018, in total and by reportable segment, was as follows: Reportable Segment North Europe Total (In thousands) Goodwill, gross, as of December 31, 2017 $ 196,126 $ 139,843 $ 335,969 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2017 196,126 115,552 311,678 Business combinations 10,986 — 10,986 Foreign currency translation adjustment (307 ) (6,152 ) (6,459 ) Goodwill, net as of June 30, 2018 $ 206,805 $ 109,400 $ 316,205 | Goodwill activity for the years ended December 31, 2017 and 2016, in total and by reportable segment, was as follows: Reportable segment North Europe Total (In thousands) Goodwill, gross, as of December 31, 2015 $ 90,162 $ 126,677 $ 216,839 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2015 90,162 102,386 192,548 Business combinations 2,627 1,380 4,007 Foreign currency translation adjustment (6,380 ) (5,691 ) (12,071 ) Goodwill, net as of December 31, 2016 86,409 98,075 184,484 Goodwill, gross, as of December 31, 2016 86,409 122,366 208,775 Accumulated impairment losses — (24,291 ) (24,291 ) Goodwill, net, as of December 31, 2016 86,409 98,075 184,484 Business combinations 107,978 — 107,978 Foreign currency translation adjustment 1,739 17,477 19,216 Goodwill, net as of December 31, 2017 $ 196,126 $ 115,552 $ 311,678 |
Predecessor | ||
Schedule of intangible assets, net | Intangible assets, net consist of the following as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Intangible assets with finite lives: Merchant contract portfolios: Gross carrying value $ 274,780 $ 240,654 Accumulated amortization (113,747 ) (87,409 ) Accumulated impairment losses (5,658 ) (5,658 ) Foreign currency translation adjustment (26,057 ) (37,765 ) Net 129,318 109,822 Marketing alliance agreements: Gross carrying value 187,758 154,760 Accumulated amortization (35,509 ) (23,716 ) Accumulated impairment losses (7,585 ) (7,585 ) Foreign currency translation adjustment (15,561 ) (25,524 ) Net 129,103 97,935 Trademarks, finite-lived: Gross carrying value 25,084 25,084 Accumulated amortization (8,485 ) (6,467 ) Foreign currency translation adjustment (3,701 ) (5,898 ) Net 12,898 12,719 Internally developed software: Gross carrying value 42,442 26,727 Accumulated amortization (9,760 ) (6,772 ) Accumulated impairment losses (9,324 ) (9,324 ) Foreign currency translation adjustment (3,247 ) (3,909 ) Net 20,111 6,722 Non-competition agreements: Gross carrying value 6,200 — Accumulated amortization (2,633 ) — Net 3,567 — Total finite-lived, net 294,997 227,198 Trademarks, indefinite-lived: Gross carrying value 18,486 4,086 Total intangible assets, net $ 313,483 $ 231,284 | |
Schedule of estimated amortization expense | Estimated amortization expense to be recognized during each of the five years subsequent to December 31, 2017: Amount (In thousands) Years ending: 2018 $ 44,266 2019 40,232 2020 35,621 2021 29,536 2022 26,645 2023 and thereafter 118,697 Total $ 294,997 | |
Schedule of net intangible assets by segment | The following represents net intangible assets by segment as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Intangible assets: North America Merchant contract portfolios $ 89,045 $ 65,112 Marketing alliance agreements 82,604 55,165 Internally developed software 10,431 1,088 Non-competition agreements 3,567 — Trademarks, indefinite-lived 18,486 4,086 Total 204,133 125,451 Europe Merchant contract portfolios 40,273 41,474 Marketing alliance agreements 46,499 45,979 Trademarks, finite-lived 12,898 12,740 Internally developed software 9,680 5,640 Total 109,350 105,833 Total intangible assets $ 313,483 $ 231,284 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of related party balances | Related party balances consist of the following: June 30, 2018 December 31, 2017 (In thousands) Receivables from sale of POS devices and peripherals $ 1,451 $ 1,609 Receivables from related companies 18 974 Notes receivable, short term 172 42 Due from related parties, short term $ 1,641 $ 2,625 Notes receivable, long term — 109 Due from related parties, long term $ — $ 109 Liabilities to related companies 5,398 7,847 Due to related parties, short term $ 5,398 $ 7,847 ISO commission reserve 560 675 Due to related parties, long term $ 560 $ 675 | |
Predecessor | ||
Schedule of related party balances | Related party balances consist of the following as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Receivables from sale of POS devices and peripherals $ 1,609 $ 1,511 Receivables from related companies 974 2,109 Notes receivable, short term 42 968 Due from related parties, short term $ 2,625 $ 4,588 Notes receivable, long term 109 2,544 Due from related parties, long term $ 109 $ 2,544 Liabilities to related companies 7,847 11,133 Due to related parties, short term $ 7,847 $ 11,133 ISO commission reserve 675 1,225 Due to related parties, long term $ 675 $ 1,225 |
Income Taxes (Tables)
Income Taxes (Tables) - Predecessor | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Domestic and Foreign (loss) Income Before Income Taxes | Domestic and foreign (loss) income before income taxes is as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Domestic $ (76,255 ) $ 20,193 Foreign 60,495 54,291 (Loss) income before income taxes $ (15,760 ) $ 74,484 |
Schedule of Income Tax Expense | Income tax expense is comprised as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Current: Foreign $ 4,711 $ 22,193 Federal 306 — State 57 (105 ) Total current income tax expense 5,074 22,088 Deferred: Foreign 11,294 (5,055 ) Federal 220 — State — — Total deferred income tax expense 11,514 (5,055 ) Totals $ 16,588 $ 17,033 |
Summary of Effective tax rate | The Company’s effective tax rate, as applied to income before income taxes, differ from federal statutory rates as follows for the years ended December 31, 2017 and 2016, respectively: 2017 2016 Federal statutory rate —% —% State taxes (0.4 ) (0.1 ) U.S. Federal tax related to foreign effectively connected income (3.1 ) — Canadian income tax provision (0.6 ) 0.4 Mexico income tax provision (29.6 ) 9.1 Undistributed earnings of foreign subsidiaries (17.9 ) 2.4 Poland income tax provision (29.2 ) 6.7 Czech Republic income tax provision (1.1 ) (0.1 ) United Kingdom income tax provision (0.1 ) — Germany income tax provision — (1.8 ) Spain income tax provision (23.2 ) 6.5 Effective tax rate (105.2 )% 23.1% |
Components of Deferred Tax Items | As of December 31, 2017 and 2016, primary components of deferred tax items were as follows: 2017 2016 (In thousands) Deferred tax assets: Net operating losses $ 18,157 $ 14,300 Equipment and improvements — 1,124 Intangibles 1,958 20,649 Accrued expenses and other temporary differences 4,134 2,216 24,249 38,289 Valuation allowance (15,934 ) (11,534 ) Deferred tax asset 8,315 26,755 Deferred tax liabilities: Intangibles — (11,087 ) Accrued tax on unremitted earnings (5,992 ) — Equipment and improvements (4,277 ) — Other temporary differences — (5,989 ) Deferred tax liability (10,269 ) (17,076 ) Net $ (1,954 ) $ 9,679 |
Schedule of Valuation Allowance Associated with the Deferred Tax Assets | The following table includes the valuation allowance associated with the deferred tax assets including additions recognized as expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2017 and 2016. Valuation (In thousands) Beginning balance, January 1, 2016 $ 10,059 2016 Additions 1,475 December 31, 2016 11,534 2017 Additions 4,400 December 31, 2017 $ 15,934 |
Schedule of Net Operating Losses Carryforwards by Country and Years | The following table includes the total net operating losses carryforwards by country and years which they are available to offset future taxable income as of December 31, 2017: Net operating Available (In thousands) Germany $ 48,165 Indefinite Poland 4,254 2020-2022 United Kingdom 2,891 Indefinite Ireland 7,808 Indefinite Czech Republic 2,191 2020-2022 |
Long-term debt and credit fac37
Long-term debt and credit facilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of long-term debt | Long-term debt consists of the following: June 30, December 31, (In thousands) First lien term loan $ 657,946 $ 566,075 Second lien term loan — 175,206 First lien revolver 30,565 44,632 Deferred purchase price — 68,720 Letter of credit — 1,000 Settlement facilities 38,154 28,563 Less debt issuance costs (13,938 ) (19,679 ) Total long-term debt 712,727 864,517 Less current portion of long-term debt (45,056 ) (103,571 ) Total long-term debt, net of current portion $ 667,671 $ 760,946 | |
Schedule of principal payment requirements | Principal payment requirements on the above obligations in each of the years remaining subsequent to June 30, 2018 are as follows: Amounts (In thousands) Years ending December 31: 2018 (remainder of the year) $ 41,759 2019 6,593 2020 6,593 2021 6,593 2022 6,593 2023 and thereafter 658,534 $ 726,665 | |
Predecessor | ||
Summary of long-term debt | Long-term 2017 2016 (In thousands) First lien term loan $ 566,075 $ 570,950 Second lien term loan 175,206 175,486 First lien revolver 44,632 11,728 Deferred purchase price 68,720 — Letter of credit 1,000 4,300 BMO loan — 65,208 Settlement facilities 28,563 2,535 Less debt issuance costs (19,679 ) (21,644 ) Total long-term debt 864,517 808,563 Less current portion of long-term debt (103,571 ) (73,461 ) Total long-term debt, long-term portion $ 760,946 $ 735,102 | |
Schedule of principal payment requirements | Principal payment requirements on the above obligations in each of the years remaining subsequent to December 31, 2017 are as follows: Amounts (In thousands) Years ending December 31: 2018 $ 103,571 2019 5,700 2020 5,700 2021 50,332 2022 5,700 2023 and thereafter 713,193 $ 884,196 |
Supplemental Cash Flows Infor38
Supplemental Cash Flows Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of supplemental cash flow disclosures and noncash investing and financing activities | Supplemental cash flow disclosures and noncash investing and financing activities are as follows for the six months ended June 30, 2018 and 2017: 2018 2017 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 28,710 $ 28,327 Income taxes paid, net of refunds 3,474 4,451 Supplemental disclosure of noncash investing and financing activities: Contingent consideration payable 5,900 3,564 Contingent consideration settled with the issuance of Class A common stock 771 Deferred purchase price $ — $ 71,200 | |
Predecessor | ||
Schedule of supplemental cash flow disclosures and noncash investing and financing activities | Supplemental cash flow disclosures and noncash investing and financing activities are as follows for the years ended December 31, 2017 and 2016: 2017 2016 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 53,723 $ 27,583 Income taxes paid, net of refunds 12,305 21,711 Supplemental disclosure of noncash: Contingent consideration $ 3,564 $ — Deferred purchase prices 71,200 — |
Redeemable non-controlling in39
Redeemable non-controlling interest (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of components of redeemable non-controlling interest | The following table details the components of RNCI for the six months ended June 30, 2018 and for the year ended December 31, 2017: Pre-IPO 2018 Post-IPO December 31, 2017 (In thousands) Beginning balance $ 148,266 $ 689,569 $ 100,530 Acquired redeemable non-controlling — — — Net income attributable to redeemable non-controlling 1,291 482 5,465 Net income attributable to redeemable non-controlling — (28,469 ) — Gain (loss) on OCI - eService (2,104 ) (2,166 ) 10,662 Gain (loss) on OCI - Blueapple — (3,376 ) — Legacy accumulated deficit allocation (150,485 ) — — Legacy AOCI allocation (39,404 ) — — (Decrease) increase in the maximum redemption amount of redeemable non-controlling — (5,356 ) 34,985 redeemable non-controlling 735,775 188,105 — Distributions - eService (3,770 ) — (3,376 ) Ending balance $ 689,569 $ 838,789 $ 148,266 | |
Predecessor | ||
Schedule of components of redeemable non-controlling interest | The following table details the components of redeemable non-controlling interest as of December 31, 2017 and 2016: 2017 2016 (In thousands) Beginning balance $ 100,530 $ 77,878 Net income attributable to redeemable non-controlling interest 5,465 6,104 Foreign currency translation adjustment 10,662 — Increase in the maximum redemption amount of eService redeemable non-controlling interest 34,985 16,548 Distributions (3,376 ) — Ending balance $ 148,266 $ 100,530 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of information about items which are carried at fair value on a recurring basis | The table below presents information about items, which are carried at fair value on a recurring basis: June 30, 2018 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 106,558 $ — $ — $ 106,558 Contingent consideration — — 8,231 8,231 Redeemable non-controlling — — 702,146 702,146 Redeemable non-controlling — — 136,643 136,643 Total $ 106,558 $ — $ 847,020 $ 953,578 December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 110,537 $ — $ — $ 110,537 Contingent consideration — — 3,957 3,957 Redeemable non-controlling — — — — Redeemable non-controlling — — 148,266 148,266 Total $ 110,537 $ — $ 152,223 $ 262,760 | |
Predecessor | ||
Schedule of information about items which are carried at fair value on a recurring basis | The table below presents information about items, which are carried at fair value on a recurring basis: December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 110,537 $ — $ — $ 110,537 Contingent consideration — — 3,957 3,957 Redeemable non-controlling interest — — 148,266 148,266 Total $ 110,537 $ — $ 152,223 $ 262,760 December 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 123,662 $ — $ — $ 123,662 Contingent consideration — — 631 631 Redeemable non-controlling interest — — 100,530 100,530 Total $ 123,662 $ — $ 101,161 $ 224,823 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Schedule of future minimum annual lease payments | Minimum annual lease payments in each of the years subsequent to June 30, 2018 are as follows: Amount (In thousands) Years ending December 31: 2018 (remainder of year) $ 3,765 2019 7,803 2020 6,904 2021 5,849 2022 4,817 2023 and thereafter 16,886 Total $ 46,024 | |
Predecessor | ||
Schedule of future minimum annual lease payments | Minimum annual lease payments in each of the years subsequent to December 31, 2017 are as follows: Amount (In thousands) Years ending December 31 : 2018 $ 6,275 2019 6,159 2020 5,222 2021 4,279 2022 3,297 2023 and thereafter 17,240 Total $ 42,472 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Summary of segment information | Information on segments and reconciliations to revenue and net income attributable to the shareholders of EVO, Inc. and members of EVO, LLC are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) (In thousands) Segment revenue: North America $ 79,825 $ 74,481 $ 153,200 $ 141,914 Europe 61,066 49,418 115,973 91,605 Revenue $ 140,891 $ 123,899 $ 269,173 $ 233,519 Segment profit: North America $ 21,774 $ 21,912 $ 42,652 $ 35,637 Europe 14,568 13,866 26,672 25,394 Total segment profit 36,343 35,778 69,324 61,031 Corporate (13,727 ) (5,849 ) (23,360 ) (10,142 ) Depreciation and amortization (20,933 ) (18,613 ) (40,820 ) (35,673 ) Net interest expense (20,929 ) (15,247 ) (35,755 ) (29,939 ) Provision for income tax benefit (expense) 28,609 (5,543 ) 24,181 (9,357 ) Share-based compensation (51,263 ) — (51,263 ) — Net loss attributable to EVO Investco, LLC $ (9,474 ) $ (24,080 ) Net income attributable to non-controlling 58,613 74,406 Net income attributable to EVO Payments, Inc. $ 16,713 $ 16,713 Capital expenditures: North America $ 8,152 $ 1,630 $ 12,792 $ 5,085 Europe 9,228 5,122 13,178 9,065 Consolidated total capital expenditures $ 17,380 $ 6,752 $ 25,970 $ 14,150 | |
Schedule of information on segments and reconciliations to total assets | Information on segments and reconciliations to total assets are as follows: June 30, December 31, 2018 2017 Segment total assets: North America $ 1,031,954 $ 1,010,859 Europe 480,726 497,439 Total assets $ 1,512,680 $ 1,508,298 | |
Predecessor | ||
Summary of segment information | Information on segments and reconciliations to consolidated revenues and segment profit are as follows for the years ended December 31, 2017 and 2016, respectively, and for consolidated assets are as follows as of December 31, 2017 and 2016, respectively: 2017 2016 (In thousands) Revenues: North America $ 299,034 $ 241,083 Europe 205,716 178,138 Consolidated revenues $ 504,750 $ 419,221 Segment profit: North America $ 82,759 $ 66,066 Europe 54,842 127,966 Total segment profit 137,601 194,032 Corporate (25,732 ) (25,720 ) Depreciation and amortization (74,136 ) (64,012 ) Net interest expense (61,387 ) (39,562 ) Provision for income taxes (16,588 ) (17,033 ) Net income attributable to the Members of EVO Investco, LLC $ (40,242 ) $ 47,705 Total assets: North America $ 1,010,859 $ 880,568 Europe 497,439 378,674 Consolidated total assets $ 1,508,298 $ 1,259,242 Capital expenditures: North America $ 13,893 $ 9,830 Europe 28,128 21,878 Consolidated total capital expenditures $ 42,021 $ 31,708 |
Members' deficit (Tables)
Members' deficit (Tables) - Predecessor | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Members' Deficit Balances By Class of Equity | Members’ deficit balances by class of equity consist of the following: December 31, 2017 (In thousands) Class A $ (98,757 ) Class B (51,130 ) Class C 381 Class D (14,782 ) Class E 62,124 Total $ (102,164 ) |
Summary of Total Units Issued for Each Class of Equity | The below table represents total units issued for each class of equity. Unit balances Class A Class B Class C Class D Class E Total (In thousands) Balance, December 31, 2015 6,374 3,506 381 1,115 — 11,376 Grants — — — 2 — 2 Redemptions — — (6 ) — — (6 ) Forfeitures — — — (32 ) — (32 ) Balance, December 31, 2016 6,374 3,506 375 1,085 — 11,340 Grants — — — 34 1,012 1,046 Redemptions — — — — — — Forfeitures — — — (12 ) — (12 ) Balance, December 31, 2017 6,374 3,506 375 1,107 1,012 12,374 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income per share | The following table sets forth the computation of the Company’s basic and diluted net income per Class A common share: May 23 - June 30 2018 Numerator: Net income attributable to EVO Payments, Inc. $ 16,713 Denominator: Weighted average Class A common stock outstanding 17,293,355 Effect of dilutive securities 139,367 Total dilutive securities 17,432,722 Earnings per share: Basic $ 0.97 Diluted $ 0.96 Antidilutive securities: Stock options 163,144 Convertible Class C common stock 2,560,955 Convertible Class D common stock 24,305,155 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of voting and economic rights of common stockholders | • The voting and economic rights associated with our classes of common stock are summarized in the following table: Class of Common Stock Holders Voting rights* Economic Class A common stock Public, MDP, Executive Officers, Current and Former Employees and Sellers of Zenith One vote per share Yes Class B common stock Blueapple 15.9% No Class C common stock Executive officers 3.5 votes per share, subject to aggregate cap No Class D common stock MDP and Current and Former Employees One vote per share No |
Stock Compensation Plans and 46
Stock Compensation Plans and Share-Based Compensation Awards (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share based compensation expense and related income tax benefit recognized for share-based compensation awards | The following table summarizes share-based compensation expense, and the related income tax benefit recognized for share-based compensation awards: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands) Share-based compensation expense $ 52,134 $ — $ 52,134 $ — Income tax benefit $ 3,846 $ — $ 3,846 $ — |
Schedule of assumptions used in estimating the grant date fair values | For the purpose of calculating share-based compensation expense, the fair value of the stock option grants was determined through the application of the Black-Scholes model with the following assumptions: Six Months Ended 2018 Expected life (in years) 7.00 Weighted average risk-free interest rate 3.02% Expected volatility 33.99% Dividend yield 0.00% Weighted average fair value at grant date $ 6.68 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Capital contribution (in shares) | 1,046,000 | 2,000 | |
President [Member] | Scenario, Previously Reported | |||
Proceeds from capital contribution | $ 100 | ||
Capital contribution (in shares) | 100,000 | ||
Common shareholders voting rights | Holders of common stock shall be entitled to one vote for each share of common stock held on all matters submitted to shareholders for vote, consent or approval. |
Description of Business and S48
Description of Business and Summary of Significant Accounting Policies - Other (Detail) $ in Thousands | Jun. 30, 2018USD ($)Item | Jun. 30, 2018USD ($)ItemSegment | Dec. 31, 2017USD ($)ItemSegment | Dec. 31, 2016USD ($) |
Minimum number of merchants | Item | 550,000 | 550,000 | ||
Number of markets | Item | 50 | |||
Number of reportable segments | Segment | 2 | |||
Merchant reserve cash balances | $ 107,500 | $ 107,500 | $ 111,300 | |
Settlement processing assets: | ||||
Receivable from card networks | 311,900 | 311,900 | 342,803 | |
Receivable from merchants | 118,023 | 118,023 | 96,466 | |
Totals | 429,923 | 429,923 | 439,269 | |
Settlement processing obligations: | ||||
Settlement liabilities | (359,242) | (359,242) | (372,642) | |
Merchant reserves | (107,535) | (107,535) | (111,876) | |
Totals | $ (466,777) | $ (466,777) | $ (484,518) | |
Predecessor | ||||
Minimum number of merchants | Item | 525,000 | |||
Number of markets | Item | 50 | |||
Number of reportable segments | Segment | 2 | |||
Merchant reserve cash balances | $ 111,300 | $ 121,400 | ||
Settlement processing assets: | ||||
Receivable from card networks | 342,803 | 243,409 | ||
Receivable from merchants | 96,466 | 58,221 | ||
Totals | 439,269 | 301,630 | ||
Settlement processing obligations: | ||||
Settlement liabilities | (372,642) | (272,181) | ||
Merchant reserves | (111,876) | (121,387) | ||
Totals | $ (484,518) | $ (393,568) | ||
EVO LLC | ||||
Ownership interest (as a percent) | 21.70% | |||
EVO LLC | Predecessor | ||||
Ownership interest (as a percent) | 21.70% |
Description of Business and S49
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)Reporting_Unit | Dec. 31, 2016USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2015USD ($) | |
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | $ 237,330,000 | |||
Accumulated other comprehensive loss | (67,679,000) | $ (1,631,000) | ||
Predecessor | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | 237,330,000 | $ 124,028,000 | ||
Accumulated other comprehensive loss | (67,679,000) | (127,464,000) | ||
Allowance for doubtful accounts | 0 | 0 | ||
Capitalized deferred costs | $ 6,400,000 | 600,000 | ||
Number of reporting units | Reporting_Unit | 2 | |||
Goodwill Impairment | $ 0 | 0 | ||
Long-lived asset impairment | 0 | 0 | ||
Deferred tax asset valuation allowance | 15,934,000 | 11,534,000 | $ 10,059,000 | |
Annual claims under its employee health care plan | 200,000 | 200,000 | ||
Total insurance benefit | 1,000,000 | 1,000,000 | ||
Accrued liability for self insured employee health claims | $ 400,000 | 600,000 | ||
Predecessor | Merchant contract portfolios | Minimum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 7 years | |||
Predecessor | Merchant contract portfolios | Maximum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 19 years | |||
Predecessor | Marketing alliance agreements | Minimum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 5 years | |||
Predecessor | Marketing alliance agreements | Maximum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 21 years | |||
Predecessor | Internally developed software | Minimum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 3 years | |||
Predecessor | Internally developed software | Maximum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 7 years | |||
Predecessor | Non-competition agreements | Minimum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 2 years | |||
Predecessor | Non-competition agreements | Maximum | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 4 years | |||
Predecessor | Restatement Adjustment | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | $ 29,900,000 | |||
Accumulated other comprehensive loss | 13,700,000 | |||
Non redeemable non- controlling interest | 16,200,000 | |||
Mexican Tax Authority | Predecessor | ||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||
Value added taxes included in other receivable | $ 32,100,000 | $ 31,600,000 |
Description of Business and S50
Description of Business and Summary of Significant Accounting Policies - Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue Recognition | ||||||
Revenue from rental of electronic point-of-sale equipment | $ 11,100 | $ 10,100 | $ 21,400 | $ 19,500 | ||
Summary of revenue | ||||||
Processing and other revenue | 480,268 | 437,823 | 921,004 | 827,372 | ||
Interchange and card network fees | (281,195) | (257,149) | (537,504) | (482,683) | ||
Subtotal | 199,073 | 180,674 | 383,500 | 344,689 | ||
Commissions | (41,641) | (39,904) | (80,640) | (78,810) | ||
Card network processing costs and other | (16,541) | (16,871) | (33,687) | (32,360) | ||
Revenue | $ 140,891 | $ 123,899 | $ 269,173 | $ 233,519 | ||
Predecessor | ||||||
Revenue Recognition | ||||||
Revenue from rental of electronic point-of-sale equipment | $ 36,200 | $ 36,500 | ||||
Summary of revenue | ||||||
Processing and other revenue | 1,744,520 | 1,404,392 | ||||
Interchange and card network fees | (1,012,167) | (769,221) | ||||
Subtotal | 732,353 | 635,171 | ||||
Commissions | (159,314) | (146,225) | ||||
Card network processing costs and other | (68,289) | (69,725) | ||||
Revenue | $ 504,750 | $ 419,221 |
Description of Business and S51
Description of Business and Summary of Significant Accounting Policies - Summary of EVO LLC's Open Tax Years (Detail) - Predecessor - Foreign Tax Authority | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | Canada | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,015 |
Minimum | Czech Republic | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,015 |
Minimum | Germany | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,014 |
Minimum | GIBRALTAR | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,016 |
Minimum | Ireland | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,014 |
Minimum | MALTA | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,016 |
Minimum | Mexico | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,015 |
Minimum | Poland | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,013 |
Minimum | Spain | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,014 |
Minimum | United Kingdom | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,014 |
Maximum | Canada | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Czech Republic | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Germany | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | GIBRALTAR | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Ireland | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | MALTA | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Mexico | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Poland | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | Spain | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Maximum | United Kingdom | |
Open Tax Years By Major Jurisdiction [Line Items] | |
Open tax year | 2,017 |
Acquisitions (Detail)
Acquisitions (Detail) $ in Thousands, € in Millions, Kč in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
May 31, 2018USD ($) | Apr. 30, 2018USD ($) | Apr. 30, 2018EUR (€) | Mar. 31, 2018USD ($) | Feb. 28, 2018USD ($) | Sep. 30, 2017USD ($) | May 31, 2017USD ($) | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Feb. 29, 2016USD ($) | Feb. 29, 2016CZK (Kč) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Allocation of purchase price | ||||||||||||||||||||
Goodwill | $ 316,205 | $ 316,205 | $ 311,678 | |||||||||||||||||
Revenues | 140,891 | $ 123,899 | 269,173 | $ 233,519 | ||||||||||||||||
Net income | $ (40,667) | $ (7,871) | $ (55,692) | $ (21,226) | ||||||||||||||||
EVO Payments International Corp. - Canada | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 30.00% | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | $ 400 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | 500 | |||||||||||||||||||
Contingent consideration | $ 900 | |||||||||||||||||||
Nationwide Payment Solutions, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 38.00% | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | $ 20,100 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | 600 | |||||||||||||||||||
Contingent consideration | 3,800 | |||||||||||||||||||
Business acquired for cash consideration | $ 16,900 | |||||||||||||||||||
Liberbank, S.A | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Total consideration transferred | $ 9,500 | € 7.9 | ||||||||||||||||||
Nodus Technologies, Inc | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||
Total consideration transferred | $ 18,000 | |||||||||||||||||||
Holdback liability | $ 800 | |||||||||||||||||||
Sterling Payment Technologies, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||
Total consideration transferred | $ 196,800 | |||||||||||||||||||
Estimated deferred purchase price | 71,200 | |||||||||||||||||||
Holdback liability | 200 | |||||||||||||||||||
Estimated working capital adjustment | 300 | |||||||||||||||||||
Acquisition related costs | 1,300 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Cash and cash equivalents | 601 | |||||||||||||||||||
Accounts receivable | 945 | |||||||||||||||||||
Prepaid expenses and other | 905 | |||||||||||||||||||
Inventory | 851 | |||||||||||||||||||
Equipment and improvements | 2,711 | |||||||||||||||||||
Accounts payable and accrued expenses | (2,626) | |||||||||||||||||||
Total net fair value excluding goodwill | 88,787 | |||||||||||||||||||
Goodwill | 107,978 | |||||||||||||||||||
Total purchase price | 196,765 | |||||||||||||||||||
Vision Payments Solutions, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 25.00% | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | $ 400 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | $ 400 | |||||||||||||||||||
Pineapple Payments, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 75.00% | |||||||||||||||||||
Total consideration transferred | $ 8,400 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Contingent consideration | $ 700 | |||||||||||||||||||
Zenith Merchant Services, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 49.00% | |||||||||||||||||||
Total consideration transferred | $ 9,200 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | 6,800 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | 2,400 | |||||||||||||||||||
Contingent consideration | $ 2,800 | |||||||||||||||||||
Deferred purchase price | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||
Quarterly principal payments | $ 5,000 | |||||||||||||||||||
Deferred purchase price | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Estimated deferred purchase price | 70,000 | |||||||||||||||||||
Trademarks | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 14,400 | |||||||||||||||||||
Merchant contract portfolios | Liberbank, S.A | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 5 years | 5 years | ||||||||||||||||||
Merchant contract portfolios | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 15 years | |||||||||||||||||||
Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 27,300 | |||||||||||||||||||
Merchant contract portfolios | Pineapple Payments, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Marketing alliance agreements | Liberbank, S.A | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 15 years | 15 years | ||||||||||||||||||
Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 30,200 | |||||||||||||||||||
Marketing alliance agreements | Pineapple Payments, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 5 years | |||||||||||||||||||
Trademarks | Liberbank, S.A | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 15 years | 15 years | ||||||||||||||||||
Trademarks | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 20 years | |||||||||||||||||||
Non-competition agreements | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 3 years | |||||||||||||||||||
Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 6,200 | |||||||||||||||||||
Internally developed software | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 10 years | |||||||||||||||||||
Internally developed software | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | $ 7,300 | |||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Goodwill | $ 184,484 | 311,678 | $ 184,484 | |||||||||||||||||
Revenues | 504,750 | 419,221 | ||||||||||||||||||
Net income | (32,348) | 57,451 | ||||||||||||||||||
Predecessor | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 100.00% | |||||||||||||||||||
Total consideration transferred | $ 196,800 | |||||||||||||||||||
Restricted cash held in escrow | $ 125,000 | 125,000 | ||||||||||||||||||
Estimated deferred purchase price | 71,200 | |||||||||||||||||||
Holdback liability | 200 | |||||||||||||||||||
Estimated working capital adjustment | 300 | |||||||||||||||||||
Acquisition related costs | 1,300 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Cash and cash equivalents | 601 | |||||||||||||||||||
Accounts receivable | 945 | |||||||||||||||||||
Prepaid expenses and other | 905 | |||||||||||||||||||
Inventory | 851 | |||||||||||||||||||
Equipment and improvements | 2,711 | |||||||||||||||||||
Accounts payable and accrued expenses | (2,626) | |||||||||||||||||||
Total net fair value excluding goodwill | 88,787 | |||||||||||||||||||
Goodwill | 107,978 | |||||||||||||||||||
Total purchase price | 196,765 | |||||||||||||||||||
Revenues | 50,300 | |||||||||||||||||||
Net income | 900 | |||||||||||||||||||
Pro forma revenues | 504,700 | 460,000 | ||||||||||||||||||
Pro forma net (loss) income | $ (40,200) | $ 43,600 | ||||||||||||||||||
Predecessor | Vision Payments Solutions, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 25.00% | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | $ 400 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | $ 400 | |||||||||||||||||||
Predecessor | Pineapple Payments, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 75.00% | |||||||||||||||||||
Total consideration transferred | $ 8,400 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Contingent consideration | $ 700 | |||||||||||||||||||
Predecessor | Zenith Merchant Services, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 49.00% | |||||||||||||||||||
Total consideration transferred | $ 9,200 | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Reduction to members' deficit | 6,800 | |||||||||||||||||||
Reduction to nonredeemable non-controlling interest | 2,400 | |||||||||||||||||||
Contingent consideration | $ 2,800 | |||||||||||||||||||
Predecessor | Intelligent Payments Group Limited | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Percentage of interest acquired | 100.00% | 100.00% | ||||||||||||||||||
Total consideration transferred | $ 3,200 | € 2.5 | ||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Total consideration transferred estimated | $ 600 | € 0.5 | ||||||||||||||||||
Predecessor | Revo CZ [Member] | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Goodwill | $ 1,400 | |||||||||||||||||||
Business acquired for cash consideration | $ 8,200 | Kč 203.9 | ||||||||||||||||||
Predecessor | Deferred purchase price | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||
Quarterly principal payments | $ 5,000 | |||||||||||||||||||
Predecessor | Deferred purchase price | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Estimated deferred purchase price | 70,000 | |||||||||||||||||||
Predecessor | Trademarks | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 14,400 | |||||||||||||||||||
Predecessor | Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 27,300 | |||||||||||||||||||
Predecessor | Merchant contract portfolios | Pineapple Payments, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Predecessor | Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 30,200 | |||||||||||||||||||
Predecessor | Marketing alliance agreements | Pineapple Payments, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 5 years | |||||||||||||||||||
Predecessor | Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | 6,200 | |||||||||||||||||||
Predecessor | Internally developed software | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Intangibles | $ 7,300 | |||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Card Processing | Liberbank, S.A | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | 3 years | ||||||||||||||||||
Computer software | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | 3 years | ||||||||||||||||||
Computer software | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | |||||||||||||||||||
Computer software | Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | |||||||||||||||||||
Minimum | Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 12 years | |||||||||||||||||||
Minimum | Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 18 years | |||||||||||||||||||
Minimum | Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 2 years | |||||||||||||||||||
Minimum | Predecessor | Merchant contract portfolios | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Minimum | Predecessor | Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 12 years | |||||||||||||||||||
Minimum | Predecessor | Marketing alliance agreements | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 5 years | |||||||||||||||||||
Minimum | Predecessor | Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 18 years | |||||||||||||||||||
Minimum | Predecessor | Non-competition agreements | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 2 years | |||||||||||||||||||
Minimum | Predecessor | Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 2 years | |||||||||||||||||||
Minimum | Predecessor | Internally developed software | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 3 years | |||||||||||||||||||
Minimum | Card Processing | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | 3 years | ||||||||||||||||||
Minimum | Card Processing | Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | |||||||||||||||||||
Minimum | Office equipment | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | 3 years | ||||||||||||||||||
Minimum | Office equipment | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 5 years | |||||||||||||||||||
Minimum | Office equipment | Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 3 years | |||||||||||||||||||
Maximum | Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 18 years | |||||||||||||||||||
Maximum | Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 21 years | |||||||||||||||||||
Maximum | Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 4 years | |||||||||||||||||||
Maximum | Predecessor | Merchant contract portfolios | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 19 years | |||||||||||||||||||
Maximum | Predecessor | Merchant contract portfolios | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 18 years | |||||||||||||||||||
Maximum | Predecessor | Marketing alliance agreements | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 21 years | |||||||||||||||||||
Maximum | Predecessor | Marketing alliance agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 21 years | |||||||||||||||||||
Maximum | Predecessor | Non-competition agreements | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 4 years | |||||||||||||||||||
Maximum | Predecessor | Non-competition agreements | Sterling Payment Technologies, LLC | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 4 years | |||||||||||||||||||
Maximum | Predecessor | Internally developed software | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of intangible assets | 7 years | |||||||||||||||||||
Maximum | Card Processing | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 5 years | 5 years | ||||||||||||||||||
Maximum | Card Processing | Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 5 years | |||||||||||||||||||
Maximum | Office equipment | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 5 years | 5 years | ||||||||||||||||||
Maximum | Office equipment | Nodus Technologies, Inc | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 7 years | |||||||||||||||||||
Maximum | Office equipment | Predecessor | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Useful life of equipment | 5 years |
Equipment and Improvements (Det
Equipment and Improvements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equipment and Improvements | ||||||
Equipment and improvements, Gross | $ 215,716 | $ 215,716 | $ 197,108 | |||
Less accumulated depreciation | (118,336) | (118,336) | (106,889) | |||
Foreign currency translation adjustment | 2,977 | 2,977 | 6,368 | |||
Total | 100,357 | 100,357 | 96,587 | |||
Depreciation | ||||||
Depreciation expense | 9,500 | $ 7,200 | 18,500 | $ 14,300 | ||
Decrease in equipment and improvements | 7,500 | 2,700 | ||||
Decrease in accumulated depreciation | 7,100 | $ 2,600 | ||||
Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 197,108 | $ 148,576 | ||||
Less accumulated depreciation | (106,889) | (73,548) | ||||
Foreign currency translation adjustment | 6,368 | (2,444) | ||||
Total | 96,587 | 72,584 | ||||
Depreciation | ||||||
Depreciation expense | 29,100 | 25,400 | ||||
Decrease in equipment and improvements | 7,400 | 10,100 | ||||
Decrease in accumulated depreciation | 7,000 | 10,100 | ||||
Card Processing | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 113,489 | 113,489 | 102,789 | |||
Card Processing | Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 102,789 | 71,947 | ||||
Office equipment | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 42,007 | 42,007 | 37,476 | |||
Office equipment | Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 37,476 | 24,323 | ||||
Computer software | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 41,278 | $ 41,278 | $ 38,669 | |||
Estimated useful lives | 3 years | 3 years | ||||
Computer software | Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | $ 38,669 | 29,150 | ||||
Estimated useful lives | 3 years | |||||
Leasehold improvements | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | 13,120 | $ 13,120 | $ 12,764 | |||
Leasehold improvements | Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | $ 12,764 | 14,034 | ||||
Estimated useful lives | various | |||||
Furniture and fixtures | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | $ 5,822 | $ 5,822 | $ 5,410 | |||
Furniture and fixtures | Predecessor | ||||||
Equipment and Improvements | ||||||
Equipment and improvements, Gross | $ 5,410 | $ 9,122 | ||||
Minimum | Card Processing | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 3 years | 3 years | ||||
Minimum | Card Processing | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 3 years | |||||
Minimum | Office equipment | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 3 years | 3 years | ||||
Minimum | Office equipment | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 3 years | |||||
Minimum | Furniture and fixtures | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | 5 years | ||||
Minimum | Furniture and fixtures | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | |||||
Maximum | Card Processing | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | 5 years | ||||
Maximum | Card Processing | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | |||||
Maximum | Office equipment | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | 5 years | ||||
Maximum | Office equipment | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 5 years | |||||
Maximum | Furniture and fixtures | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 7 years | 7 years | ||||
Maximum | Furniture and fixtures | Predecessor | ||||||
Equipment and Improvements | ||||||
Estimated useful lives | 7 years |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Intangible assets, net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets with finite lives: | ||||||
Net | $ 291,766 | $ 291,766 | $ 294,997 | |||
Total intangible assets, net | 310,265 | 310,265 | 313,483 | |||
Amortization expense related to intangible assets | 11,500 | $ 11,400 | 22,200 | $ 21,300 | ||
Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Net | 294,997 | $ 227,198 | ||||
Total intangible assets, net | 313,483 | 231,284 | ||||
Amortization expense related to intangible assets | 45,000 | 38,600 | ||||
Trademarks | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 18,499 | 18,499 | 18,486 | |||
Trademarks | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 18,486 | 4,086 | ||||
Merchant contract portfolios | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 282,614 | 282,614 | 274,780 | |||
Accumulated amortization | (125,515) | (125,515) | (113,747) | |||
Accumulated impairment losses | (5,658) | (5,658) | (5,658) | |||
Foreign currency translation adjustment | (28,443) | (28,443) | (26,057) | |||
Net | 122,998 | 122,998 | 129,318 | |||
Merchant contract portfolios | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 274,780 | 240,654 | ||||
Accumulated amortization | (113,747) | (87,409) | ||||
Accumulated impairment losses | (5,658) | (5,658) | ||||
Foreign currency translation adjustment | (26,057) | (37,765) | ||||
Net | 129,318 | 109,822 | ||||
Marketing alliance agreements | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 191,954 | 191,954 | 187,758 | |||
Accumulated amortization | (41,694) | (41,694) | (35,509) | |||
Accumulated impairment losses | (7,585) | (7,585) | (7,585) | |||
Foreign currency translation adjustment | (17,671) | (17,671) | (15,561) | |||
Net | 125,004 | 125,004 | 129,103 | |||
Marketing alliance agreements | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 187,758 | 154,760 | ||||
Accumulated amortization | (35,509) | (23,716) | ||||
Accumulated impairment losses | (7,585) | (7,585) | ||||
Foreign currency translation adjustment | (15,561) | (25,524) | ||||
Net | 129,103 | 97,935 | ||||
Trademarks | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 27,283 | 27,283 | 25,084 | |||
Accumulated amortization | (9,596) | (9,596) | (8,485) | |||
Foreign currency translation adjustment | (4,355) | (4,355) | (3,701) | |||
Net | 13,332 | 13,332 | 12,898 | |||
Trademarks | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 25,084 | 25,084 | ||||
Accumulated amortization | (8,485) | (6,467) | ||||
Foreign currency translation adjustment | (3,701) | (5,898) | ||||
Net | 12,898 | 12,719 | ||||
Internally developed software | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 52,620 | 52,620 | 42,442 | |||
Accumulated amortization | (11,696) | (11,696) | (9,760) | |||
Accumulated impairment losses | (9,324) | (9,324) | (9,324) | |||
Foreign currency translation adjustment | (3,607) | (3,607) | (3,247) | |||
Net | 27,993 | 27,993 | 20,111 | |||
Internally developed software | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 42,442 | 26,727 | ||||
Accumulated amortization | (9,760) | (6,772) | ||||
Accumulated impairment losses | (9,324) | (9,324) | ||||
Foreign currency translation adjustment | (3,247) | (3,909) | ||||
Net | 20,111 | $ 6,722 | ||||
Non-competition agreements | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 6,400 | 6,400 | 6,200 | |||
Accumulated amortization | (3,961) | (3,961) | (2,633) | |||
Net | $ 2,439 | $ 2,439 | 3,567 | |||
Non-competition agreements | Predecessor | ||||||
Intangible assets with finite lives: | ||||||
Gross carrying value | 6,200 | |||||
Accumulated amortization | (2,633) | |||||
Net | $ 3,567 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Estimated amortization expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Estimated amortization expense | |||
2018 (remainder for the year) | $ 23,012 | ||
2,019 | 41,232 | ||
2,020 | 36,558 | ||
2,021 | 31,091 | ||
2,022 | 27,161 | ||
2023 and thereafter | 132,712 | ||
Net | $ 291,766 | $ 294,997 | |
Predecessor | |||
Estimated amortization expense | |||
2,018 | 44,266 | ||
2,019 | 40,232 | ||
2,020 | 35,621 | ||
2,021 | 29,536 | ||
2,022 | 26,645 | ||
2023 and thereafter | 118,697 | ||
Net | $ 294,997 | $ 227,198 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Net intangible assets by segment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible assets, net | |||
Total intangible assets, net | $ 310,265 | $ 313,483 | |
Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 313,483 | $ 231,284 | |
North America | |||
Intangible assets, net | |||
Total intangible assets, net | 205,595 | 204,133 | |
North America | Trademarks | |||
Intangible assets, net | |||
Total intangible assets, net | 18,499 | 18,486 | |
North America | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 204,133 | 125,451 | |
North America | Predecessor | Trademarks | |||
Intangible assets, net | |||
Total intangible assets, net | 18,486 | 4,086 | |
North America | Merchant contract portfolios | |||
Intangible assets, net | |||
Total intangible assets, net | 87,256 | 89,045 | |
North America | Merchant contract portfolios | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 89,045 | 65,112 | |
North America | Marketing alliance agreements | |||
Intangible assets, net | |||
Total intangible assets, net | 79,116 | 82,604 | |
North America | Marketing alliance agreements | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 82,604 | 55,165 | |
North America | Trademarks | |||
Intangible assets, net | |||
Total intangible assets, net | 1,487 | ||
North America | Internally developed software | |||
Intangible assets, net | |||
Total intangible assets, net | 16,798 | 10,431 | |
North America | Internally developed software | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 10,431 | 1,088 | |
North America | Non-competition agreements | |||
Intangible assets, net | |||
Total intangible assets, net | 2,439 | 3,567 | |
North America | Non-competition agreements | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 3,567 | ||
Europe | |||
Intangible assets, net | |||
Total intangible assets, net | 104,670 | 109,350 | |
Europe | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 109,350 | 105,833 | |
Europe | Merchant contract portfolios | |||
Intangible assets, net | |||
Total intangible assets, net | 35,742 | 40,273 | |
Europe | Merchant contract portfolios | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 40,273 | 41,474 | |
Europe | Marketing alliance agreements | |||
Intangible assets, net | |||
Total intangible assets, net | 45,888 | 46,499 | |
Europe | Marketing alliance agreements | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 46,499 | 45,979 | |
Europe | Trademarks | |||
Intangible assets, net | |||
Total intangible assets, net | 11,845 | 12,898 | |
Europe | Trademarks | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | 12,898 | 12,740 | |
Europe | Internally developed software | |||
Intangible assets, net | |||
Total intangible assets, net | $ 11,195 | 9,680 | |
Europe | Internally developed software | Predecessor | |||
Intangible assets, net | |||
Total intangible assets, net | $ 9,680 | $ 5,640 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Goodwill activity (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | $ 335,969 | ||
Accumulated impairment losses | (24,291) | ||
Goodwill, net, at the beginning of the year | 311,678 | ||
Business combinations | 10,986 | ||
Foreign currency translation adjustment | (6,459) | ||
Goodwill, net, at the end of the year | 316,205 | $ 311,678 | |
Predecessor | |||
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | 208,775 | $ 216,839 | |
Accumulated impairment losses | (24,291) | (24,291) | |
Goodwill, net, at the beginning of the year | 311,678 | 184,484 | 192,548 |
Business combinations | 107,978 | 4,007 | |
Foreign currency translation adjustment | 19,216 | (12,071) | |
Goodwill, net, at the end of the year | 311,678 | 184,484 | |
North America | |||
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | 196,126 | ||
Goodwill, net, at the beginning of the year | 196,126 | ||
Business combinations | 10,986 | ||
Foreign currency translation adjustment | (307) | ||
Goodwill, net, at the end of the year | 206,805 | 196,126 | |
North America | Predecessor | |||
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | 86,409 | 90,162 | |
Goodwill, net, at the beginning of the year | 196,126 | 86,409 | 90,162 |
Business combinations | 107,978 | 2,627 | |
Foreign currency translation adjustment | 1,739 | (6,380) | |
Goodwill, net, at the end of the year | 196,126 | 86,409 | |
Europe | |||
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | 139,843 | ||
Accumulated impairment losses | (24,291) | ||
Goodwill, net, at the beginning of the year | 115,552 | ||
Foreign currency translation adjustment | (6,152) | ||
Goodwill, net, at the end of the year | 109,400 | 115,552 | |
Europe | Predecessor | |||
Goodwill, Roll forward | |||
Goodwill, gross, at the beginning of the year | 122,366 | 126,677 | |
Accumulated impairment losses | (24,291) | (24,291) | |
Goodwill, net, at the beginning of the year | $ 115,552 | 98,075 | 102,386 |
Business combinations | 1,380 | ||
Foreign currency translation adjustment | 17,477 | (5,691) | |
Goodwill, net, at the end of the year | $ 115,552 | $ 98,075 |
Other Assets - Additional Infor
Other Assets - Additional Information (Detail) - Predecessor € in Millions, $ in Millions | Jun. 21, 2016USD ($) | Jun. 21, 2016EUR (€) | Dec. 31, 2017 |
Other Assets [Line Items] | |||
Gain on the sale of membership interest, cash consideration | $ 53.2 | € 47 | |
deferred cash consideration [Member] | |||
Other Assets [Line Items] | |||
Gain on the sale of membership interest, consideration received | 4.6 | 4.1 | |
Discount rate | 2.20% | ||
Visa Series C preferred stock which is convertible into Visa common shares [Member] | |||
Other Assets [Line Items] | |||
Gain on the sale of membership interest, consideration received | 14.6 | 12.9 | |
Conversion period of preferred stock, description | The convertible preferred shares will convert into Visa common shares at periodic intervals over a 12 year period at Visa's discretion. Additionally, the deferred cash consideration could be reduced, and the conversion factor of the convertible preferred shares could be adjusted down based on the outcome of potential litigation in Europe such that the number of Visa's common shares ultimately received could be as low as zero. | ||
Other Income (Expense) Net | |||
Other Assets [Line Items] | |||
Gain on the sale of membership interest, included in other income | $ 72.4 | € 64 |
Related Party Transactions - Re
Related Party Transactions - Related party balances (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions | ||||||
Commission expenses | $ 9,900 | $ 10,200 | $ 18,800 | $ 20,800 | ||
Sale of equipment and services | 100 | $ 100 | 200 | $ 300 | ||
Related party balances: | ||||||
Receivables from sale of POS devices and peripherals | 1,451 | 1,451 | $ 1,609 | |||
Receivables from related companies | 18 | 18 | 974 | |||
Notes receivable, short term | 172 | 172 | 42 | |||
Due from related parties, short term | 1,641 | 1,641 | 2,625 | |||
Notes receivable, long term | 109 | |||||
Due from related parties, long term | 109 | |||||
Liabilities to related companies | 5,398 | 5,398 | 7,847 | |||
Due to related parties, short term | 5,398 | 5,398 | 7,847 | |||
ISO commission reserve | 560 | 560 | 675 | |||
Due to related parties, long term | $ 560 | $ 560 | 675 | |||
Predecessor | ||||||
Related Party Transactions | ||||||
Commission expenses | 38,600 | $ 45,500 | ||||
Sale of equipment and services | 500 | 500 | ||||
Related party balances: | ||||||
Receivables from sale of POS devices and peripherals | 1,609 | 1,511 | ||||
Receivables from related companies | 974 | 2,109 | ||||
Notes receivable, short term | 42 | 968 | ||||
Due from related parties, short term | 2,625 | 4,588 | ||||
Notes receivable, long term | 109 | 2,544 | ||||
Due from related parties, long term | 109 | 2,544 | ||||
Liabilities to related companies | 7,847 | 11,133 | ||||
Due to related parties, short term | 7,847 | 11,133 | ||||
ISO commission reserve | 675 | 1,225 | ||||
Due to related parties, long term | $ 675 | $ 1,225 |
Related Party Transactions - Pa
Related Party Transactions - Payment of fees (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($)Subsidiary | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Subsidiary | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Related party | ||||||
Liabilities to related company | $ 5,398 | $ 5,398 | $ 7,847 | |||
Expenses | 9,900 | $ 10,200 | 18,800 | $ 20,800 | ||
Receivables from related companies | 18 | $ 18 | $ 974 | |||
Interest rate (as a percent) | 3.25% | 3.25% | ||||
Loans issued for paying withholding taxes | 600 | $ 600 | ||||
Notes outstanding | $ 0 | $ 0 | ||||
JGRG Equities LLC | ||||||
Related party | ||||||
Ownership interest (as a percent) | 33.33% | 33.33% | ||||
Unrelated Third Party | ||||||
Related party | ||||||
Ownership interest (as a percent) | 33.33% | 33.33% | ||||
Federated Canada | ||||||
Related party | ||||||
Ownership interest (as a percent) | 33.33% | 33.33% | ||||
515 Broadhollow, LLC | ||||||
Related party | ||||||
Lease revenue per month | $ 100 | |||||
Members of EVO, LLC | ||||||
Related party | ||||||
Receivables from related companies | $ 600 | 600 | $ 800 | |||
Minority held affiliates | ||||||
Related party | ||||||
Receivables from related companies | 200 | 200 | 300 | |||
NFP | Maximum | ||||||
Related party | ||||||
Payment of fees | 100 | 100 | 100 | 100 | ||
Consulting services | MDP | Maximum | ||||||
Related party | ||||||
Payment of fees | 100 | 100 | 100 | 5,700 | ||
Treasury Payroll Tax Preparation And Other Services | Blueapple | ||||||
Related party | ||||||
Expenses | 100 | 100 | 100 | 100 | ||
Card-based processing services | Federated Payment Systems, LLC | ||||||
Related party | ||||||
Revenue received | 100 | 100 | 300 | 200 | ||
Marketing services | Federated Canada | ||||||
Related party | ||||||
Payment of fees | 2,700 | 2,100 | 3,900 | 4,000 | ||
Marketing services and equipment in exchange | Relative of Chairman | ||||||
Related party | ||||||
Payment of fees | $ 200 | $ 100 | $ 300 | $ 100 | ||
Number of wholly owned subsidiaries | Subsidiary | 1 | 1 | ||||
Number of minority owned subsidiaries | Subsidiary | 1 | |||||
Predecessor | ||||||
Related party | ||||||
Liabilities to related company | 7,847 | $ 11,133 | ||||
Expenses | 38,600 | 45,500 | ||||
Receivables from related companies | $ 974 | 2,109 | ||||
Outstanding notes | 1,000 | |||||
Predecessor | Federated Canada | ||||||
Related party | ||||||
Ownership interest (as a percent) | 33.33% | |||||
Predecessor | 515 Broadhollow, LLC | ||||||
Related party | ||||||
Lease revenue per month | $ 100 | |||||
Food and beverages purchased | 100 | 100 | ||||
Predecessor | Members of EVO, LLC | ||||||
Related party | ||||||
Receivables from related companies | 800 | 500 | ||||
Predecessor | Minority held affiliates | ||||||
Related party | ||||||
Receivables from related companies | 300 | 1,600 | ||||
Predecessor | NFP | Maximum | ||||||
Related party | ||||||
Payment of fees | 400 | 400 | ||||
Predecessor | Consulting services | MDP | ||||||
Related party | ||||||
Payment of fees | 5,700 | 100 | ||||
Liabilities to related company | 5,700 | |||||
Predecessor | Treasury Payroll Tax Preparation And Other Services | Blueapple | ||||||
Related party | ||||||
Payment of fees | 0 | 100 | ||||
Expenses | 200 | 200 | ||||
Predecessor | Card-based processing services | Federated Payment Systems, LLC | ||||||
Related party | ||||||
Revenue received | 500 | 500 | ||||
Predecessor | Marketing services | Federated Canada | ||||||
Related party | ||||||
Payment of fees | 8,600 | 7,600 | ||||
Predecessor | Marketing services and equipment in exchange | Relative of Chairman | ||||||
Related party | ||||||
Payment of fees | $ 200 | $ 200 | ||||
Predecessor | Notes Receivable From Employees [Member] | Maximum | ||||||
Related party | ||||||
Interest rate (as a percent) | 5.25% | |||||
Predecessor | Notes Receivable From Employees [Member] | Minimum | ||||||
Related party | ||||||
Interest rate (as a percent) | 3.25% |
Income taxes - Schedule of Dome
Income taxes - Schedule of Domestic and Foreign (loss) Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes And Tax Related [Line Items] | ||||||
(Loss) income before income taxes | $ (69,276) | $ (2,328) | $ (79,873) | $ (11,869) | ||
Predecessor | ||||||
Income Taxes And Tax Related [Line Items] | ||||||
Domestic (Loss) income before income taxes | $ (76,255) | $ 20,193 | ||||
Foreign (Loss) income before income taxes | 60,495 | 54,291 | ||||
(Loss) income before income taxes | $ (15,760) | $ 74,484 |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income Tax Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred: | ||||||
Totals | $ (28,609) | $ 5,543 | $ (24,181) | $ 9,357 | ||
Predecessor | ||||||
Current: | ||||||
Foreign | $ 4,711 | $ 22,193 | ||||
Federal | 306 | |||||
State | 57 | (105) | ||||
Total current income tax expense | 5,074 | 22,088 | ||||
Deferred: | ||||||
Foreign | 11,294 | (5,055) | ||||
Federal | 220 | |||||
State | 0 | 0 | ||||
Total deferred income tax expense | 11,514 | (5,055) | ||||
Totals | $ 16,588 | $ 17,033 |
Income taxes - Schedule of Effe
Income taxes - Schedule of Effective Income Tax Rate (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective income tax rate reconciliation | ||||||
Federal statutory rate | 21.00% | |||||
Effective tax rate | 41.30% | (238.10%) | 30.30% | (78.80%) | ||
Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Federal statutory rate | 0.00% | 0.00% | ||||
State taxes | (0.40%) | (0.10%) | ||||
U.S. Federal tax related to foreign effectively connected income | (3.10%) | |||||
Effective tax rate | (105.20%) | 23.10% | ||||
Canada | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (0.60%) | 0.40% | ||||
Mexico | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (29.60%) | 9.10% | ||||
Foreign Subsidiary | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Undistributed earnings of foreign subsidiaries | (17.90%) | 2.40% | ||||
Poland | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (29.20%) | 6.70% | ||||
Czech Republic | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (1.10%) | (0.10%) | ||||
United Kingdom | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (0.10%) | |||||
Germany | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (1.80%) | |||||
Spain | Predecessor | ||||||
Effective income tax rate reconciliation | ||||||
Income tax provision | (23.20%) | 6.50% |
Income taxes - Components of De
Income taxes - Components of Deferred Tax Items (Detail) - Predecessor - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating losses | $ 18,157 | $ 14,300 |
Equipment and improvements | 1,124 | |
Intangibles | 1,958 | 20,649 |
Accrued expenses and other temporary differences | 4,134 | 2,216 |
Deferred tax asset, gross | 24,249 | 38,289 |
Valuation allowance | (15,934) | (11,534) |
Deferred tax asset | 8,315 | 26,755 |
Deferred tax liabilities: | ||
Intangibles | (11,087) | |
Accrued tax on unremitted earnings | (5,992) | |
Equipment and improvements | (4,277) | |
Other temporary differences | (5,989) | |
Deferred tax liability | (10,269) | (17,076) |
Deferred tax asset, Net | $ 9,679 | |
Deferred tax liability, Net | $ (1,954) |
Income taxes - Schedule of Valu
Income taxes - Schedule of Valuation Allowance Associated with the Deferred Tax Assets (Detail) - Predecessor - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance [Line Items] | ||
Beginning balance | $ 11,534 | $ 10,059 |
Additions | 4,400 | 1,475 |
Ending balance | $ 15,934 | $ 11,534 |
Income taxes - Schedule of Net
Income taxes - Schedule of Net Operating Losses Carryforwards by Country and Years (Detail) - Predecessor $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Germany | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards | $ 48,165 |
Poland | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards | $ 4,254 |
Poland | Minimum | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards, expiration year | Dec. 31, 2020 |
Poland | Maximum | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards, expiration year | Dec. 31, 2022 |
United Kingdom | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards | $ 2,891 |
Ireland | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards | 7,808 |
Czech Republic | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards | $ 2,191 |
Czech Republic | Minimum | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards, expiration year | Dec. 31, 2020 |
Czech Republic | Maximum | |
Deductible loss and credit carryforwards [Line Items] | |
Operating loss carryforwards, expiration year | Dec. 31, 2022 |
Long-Term Debt and Credit Fac67
Long-Term Debt and Credit Facilities - Terms (Detail) - USD ($) | Jun. 14, 2018 | May 25, 2018 | Dec. 31, 2017 | Dec. 19, 2017 | Dec. 01, 2017 | Jul. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | May 31, 2018 | Jan. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | May 29, 2018 | Apr. 03, 2018 | Oct. 24, 2017 | Dec. 22, 2016 |
Long-term debt | ||||||||||||||||||||
Current portion of long-term debt | $ 103,571,000 | $ 45,056,000 | $ 45,056,000 | $ 103,571,000 | ||||||||||||||||
Amount of deferred finance cost recognized | (19,679,000) | $ (13,938,000) | (13,938,000) | (19,679,000) | ||||||||||||||||
Repayment of debt | $ 623,732,000 | $ 413,553,000 | ||||||||||||||||||
Credit Facility | Deutsche Bank A.G. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||||||||||||||
Effective interest rate (as a percent) | 6.50% | 6.50% | ||||||||||||||||||
Borrowing capacity under the credit facility expressed as a percentage of eligible settlement receivables due | 90.00% | |||||||||||||||||||
Loan amounts drawn under the facility | 12,600,000 | $ 19,400,000 | $ 19,400,000 | 12,600,000 | ||||||||||||||||
Credit Facility | Wells Fargo Bank N.A. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 10,000,000 | $ 15,000,000 | ||||||||||||||||||
Effective interest rate (as a percent) | 6.00% | 6.00% | ||||||||||||||||||
Loan amounts drawn under the facility | 9,900,000 | $ 9,400,000 | $ 9,400,000 | 9,900,000 | ||||||||||||||||
Credit Facility | Prime rate | Deutsche Bank A.G. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||||||||||||||||
Credit Facility | Prime rate | Wells Fargo Bank N.A. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||||||||||||||||
Deferred purchase price | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Quarterly principal payments | $ 5,000,000 | |||||||||||||||||||
Total debt amount | $ 70,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||
Repayment of debt | $ 57,400,000 | |||||||||||||||||||
Proceeds from the IPO and funds drawn from the revolving credit facility | $ 4,800,000 | |||||||||||||||||||
First lien senior secured credit facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 670,000,000 | |||||||||||||||||||
Quarterly principal payments | $ 1,600,000 | |||||||||||||||||||
First lien senior secured credit facility | Term loan | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 665,000,000 | 570,000,000 | ||||||||||||||||||
Effective interest rate (as a percent) | 5.36% | 5.36% | ||||||||||||||||||
Additional borrowing capacity | 95,000,000 | |||||||||||||||||||
Amount of deferred finance cost recognized | $ 900,000 | |||||||||||||||||||
First lien senior secured credit facility | Credit Facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 135,000,000 | 100,000,000 | ||||||||||||||||||
Total debt amount | $ 200,000,000 | |||||||||||||||||||
Amount of deferred finance cost recognized | 1,200,000 | |||||||||||||||||||
Increase in face amount | $ 65,000,000 | |||||||||||||||||||
Second lien senior secured credit facility | Term loan | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | 175,000,000 | |||||||||||||||||||
Repayment of debt | $ 178,200,000 | $ 178,200,000 | ||||||||||||||||||
Accrued interest paid | 1,500,000 | |||||||||||||||||||
Prepayment penalty | $ 1,800,000 | |||||||||||||||||||
Senior Secured Credit Facilities | Credit Facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Effective interest rate (as a percent) | 6.75% | 6.75% | ||||||||||||||||||
Predecessor | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Current portion of long-term debt | 103,571,000 | $ 73,461,000 | 103,571,000 | $ 73,461,000 | ||||||||||||||||
Amount of deferred finance cost recognized | $ (19,679,000) | (21,644,000) | (19,679,000) | (21,644,000) | ||||||||||||||||
Repayment of debt | $ 868,990,000 | 687,294,000 | ||||||||||||||||||
Predecessor | Credit Facility | Deutsche Bank A.G. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||||||||||||||
Effective interest rate (as a percent) | 6.00% | 6.00% | ||||||||||||||||||
Borrowing capacity under the credit facility expressed as a percentage of eligible settlement receivables due | 90.00% | |||||||||||||||||||
Predecessor | Credit Facility | Wells Fargo Bank N.A. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||||||||||||
Effective interest rate (as a percent) | 5.50% | 5.50% | ||||||||||||||||||
Predecessor | Credit Facility | Prime rate | Deutsche Bank A.G. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||||||||||||||||
Predecessor | Credit Facility | Prime rate | Wells Fargo Bank N.A. | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||||||||||||||||
Predecessor | Deferred purchase price | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Quarterly principal payments | $ 5,000,000 | |||||||||||||||||||
Total debt amount | $ 70,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||
Second installment payment | $ 5,000,000 | |||||||||||||||||||
Prepayment of installment | $ 1,350,000 | |||||||||||||||||||
Predecessor | BMO loan | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | 104,500,000 | 104,500,000 | ||||||||||||||||||
Current portion of long-term debt | 95,300,000 | 95,300,000 | ||||||||||||||||||
Principal Payment | $ 35,000,000 | $ 35,000,000 | ||||||||||||||||||
Predecessor | BMO loan | Prime rate | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 0.25% | |||||||||||||||||||
Predecessor | BMO loan | LIBOR | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 3.00% | |||||||||||||||||||
Predecessor | First lien senior secured credit facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | 670,000,000 | |||||||||||||||||||
Quarterly principal payments | $ 1,400,000 | |||||||||||||||||||
Predecessor | First lien senior secured credit facility | Term loan | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | 570,000,000 | |||||||||||||||||||
Effective interest rate (as a percent) | 5.57% | 5.57% | ||||||||||||||||||
Predecessor | First lien senior secured credit facility | Revolver Loans [Member] | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 135,000,000 | 100,000,000 | ||||||||||||||||||
Predecessor | Second lien senior secured credit facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 175,000,000 | |||||||||||||||||||
Quarterly principal payments | $ 0 | |||||||||||||||||||
Predecessor | Second lien senior secured credit facility | Term loan | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Effective interest rate (as a percent) | 10.57% | 10.57% | ||||||||||||||||||
Predecessor | Senior Secured Credit Facilities | Credit Facility | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Effective interest rate (as a percent) | 7.50% | 7.50% | ||||||||||||||||||
EVO LLC | Predecessor | ||||||||||||||||||||
Long-term debt | ||||||||||||||||||||
Net assets restricted from distribution | $ 661,600,000 | $ 661,600,000 |
Long-Term Debt and Credit Fac68
Long-Term Debt and Credit Facilities - Summary (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 14, 2018 | Apr. 03, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term debt | |||||
Long term debt gross | $ 726,665 | ||||
Less debt issuance costs | (13,938) | $ (19,679) | |||
Total long-term debt | 712,727 | 864,517 | |||
Less current portion of long-term debt | (45,056) | (103,571) | |||
Total long-term debt, long-term portion | 667,671 | 760,946 | |||
Deferred purchase price | |||||
Long-term debt | |||||
Long term debt gross | 68,720 | ||||
Letter of credit | |||||
Long-term debt | |||||
Long term debt gross | 1,000 | ||||
Settlement facilities | |||||
Long-term debt | |||||
Long term debt gross | 38,154 | 28,563 | |||
First lien senior secured credit facility | Term loan | |||||
Long-term debt | |||||
Long term debt gross | 657,946 | 566,075 | |||
Less debt issuance costs | $ 900 | ||||
First lien senior secured credit facility | Credit Facility | |||||
Long-term debt | |||||
Long term debt gross | $ 30,565 | 44,632 | |||
Less debt issuance costs | $ 1,200 | ||||
Second lien senior secured credit facility | Term loan | |||||
Long-term debt | |||||
Long term debt gross | 175,206 | ||||
Predecessor | |||||
Long-term debt | |||||
Long term debt gross | 884,196 | ||||
Less debt issuance costs | (19,679) | $ (21,644) | |||
Total long-term debt | 864,517 | 808,563 | |||
Less current portion of long-term debt | (103,571) | (73,461) | |||
Total long-term debt, long-term portion | 760,946 | 735,102 | |||
Predecessor | Deferred purchase price | |||||
Long-term debt | |||||
Long term debt gross | 68,720 | ||||
Predecessor | Letter of credit | |||||
Long-term debt | |||||
Long term debt gross | 1,000 | 4,300 | |||
Predecessor | Settlement facilities | |||||
Long-term debt | |||||
Long term debt gross | 28,563 | 2,535 | |||
Predecessor | BMO loan | |||||
Long-term debt | |||||
Long term debt gross | 65,208 | ||||
Less current portion of long-term debt | (95,300) | ||||
Predecessor | First lien senior secured credit facility | Term loan | |||||
Long-term debt | |||||
Long term debt gross | 566,075 | 570,950 | |||
Predecessor | First lien senior secured credit facility | Credit Facility | |||||
Long-term debt | |||||
Long term debt gross | 44,632 | 11,728 | |||
Predecessor | Second lien senior secured credit facility | Term loan | |||||
Long-term debt | |||||
Long term debt gross | $ 175,206 | $ 175,486 |
Long-Term Debt and Credit Fac69
Long-Term Debt and Credit Facilities - Principal payment requirements (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Principal payment requirements: | ||
2018 (remainder of the year) | $ 41,759 | |
2,019 | 6,593 | |
2,020 | 6,593 | |
2,021 | 6,593 | |
2,022 | 6,593 | |
2023 and thereafter | 658,534 | |
Total | $ 726,665 | |
Predecessor | ||
Principal payment requirements: | ||
2,019 | $ 5,700 | |
2,020 | 5,700 | |
2,021 | 50,332 | |
2,022 | 5,700 | |
2023 and thereafter | 713,193 | |
Total | 884,196 | |
2,018 | $ 103,571 |
Supplemental Cash Flows Infor70
Supplemental Cash Flows Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental disclosure of cash flow data: | ||||
Interest paid | $ 28,710 | $ 28,327 | ||
Income taxes paid, net of refunds | 3,474 | 4,451 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Contingent consideration payable | 5,900 | 3,564 | ||
Contingent consideration settled with the issuance of Class A common stock | $ 771 | |||
Deferred purchase price | $ 71,200 | |||
Predecessor | ||||
Supplemental disclosure of cash flow data: | ||||
Interest paid | $ 53,723 | $ 27,583 | ||
Income taxes paid, net of refunds | 12,305 | $ 21,711 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Contingent consideration payable | 3,564 | |||
Deferred purchase price | $ 71,200 |
Redeemable Non-controlling In71
Redeemable Non-controlling Interests (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2018 | May 23, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Redeemable Non-controlling Interests | |||||
Beginning balance | $ 148,266 | $ 100,530 | |||
Legacy accumulated deficit allocation | (150,485) | ||||
Legacy AOCI allocation | (39,404) | ||||
Ending balance | $ 838,789 | $ 838,789 | 689,569 | 148,266 | $ 100,530 |
eService | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest (as a percent) | 66.00% | 66.00% | |||
Net income attributable to redeemable non-controlling interest | $ 482 | 1,291 | 5,465 | ||
Gain (loss) on OCI | (2,166) | (2,104) | 10,662 | ||
Increase in the maximum redemption amount of eService redeemable non-controlling interest | $ (5,356) | 34,985 | |||
Distributions | (3,770) | (3,376) | |||
eService | PKO Bank Polski | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest of noncontrolling owners (as a percent) | 14.00% | 14.00% | |||
EVO LLC | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest (as a percent) | 21.70% | ||||
Blueapple | |||||
Redeemable Non-controlling Interests | |||||
Net income attributable to redeemable non-controlling interest | $ (28,469) | ||||
Gain (loss) on OCI | (3,376) | ||||
Increase in the maximum redemption amount of eService redeemable non-controlling interest | $ 188,105 | 735,775 | |||
Predecessor | |||||
Redeemable Non-controlling Interests | |||||
Beginning balance | $ 148,266 | 100,530 | 77,878 | ||
Ending balance | $ 148,266 | 100,530 | |||
Predecessor | eService | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest (as a percent) | 66.00% | ||||
Net income attributable to redeemable non-controlling interest | $ 5,465 | 6,104 | |||
Gain (loss) on OCI | 10,662 | ||||
Increase in the maximum redemption amount of eService redeemable non-controlling interest | 34,985 | $ 16,548 | |||
Distributions | $ (3,376) | ||||
Predecessor | eService | PKO Bank Polski | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest of noncontrolling owners (as a percent) | 14.00% | ||||
Predecessor | EVO LLC | |||||
Redeemable Non-controlling Interests | |||||
Ownership interest (as a percent) | 21.70% |
Fair Value - Summary (Detail)
Fair Value - Summary (Detail) - Recurring - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value | |||
Cash equivalents | $ 106,558 | $ 110,537 | |
Contingent consideration | 8,231 | 3,957 | |
Total | 953,578 | 262,760 | |
Blueapple | |||
Fair Value | |||
Redeemable non-controlling interest | 702,146 | ||
eService | |||
Fair Value | |||
Redeemable non-controlling interest | 136,643 | 148,266 | |
Level 1 | |||
Fair Value | |||
Cash equivalents | 106,558 | 110,537 | |
Total | 106,558 | 110,537 | |
Level 3 | |||
Fair Value | |||
Contingent consideration | 8,231 | 3,957 | |
Total | 847,020 | 152,223 | |
Level 3 | Blueapple | |||
Fair Value | |||
Redeemable non-controlling interest | 702,146 | ||
Level 3 | eService | |||
Fair Value | |||
Redeemable non-controlling interest | $ 136,643 | 148,266 | |
Predecessor | |||
Fair Value | |||
Cash equivalents | 110,537 | $ 123,662 | |
Contingent consideration | 3,957 | 631 | |
Redeemable non-controlling interest | 148,266 | 100,530 | |
Total | 262,760 | 224,823 | |
Predecessor | Level 1 | |||
Fair Value | |||
Cash equivalents | 110,537 | 123,662 | |
Total | 110,537 | 123,662 | |
Predecessor | Level 3 | |||
Fair Value | |||
Contingent consideration | 3,957 | 631 | |
Redeemable non-controlling interest | 148,266 | 100,530 | |
Total | $ 152,223 | $ 101,161 |
Fair Value - Inputs (Detail)
Fair Value - Inputs (Detail) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value | |||
Estimated fair value of Visa preferred shares | $ 25.2 | $ 25.2 | |
eService | Weighted Average Cost of Capital | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 18.00% | ||
eService | Minimum | Growth Rate | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 3.00% | ||
eService | Maximum | Growth Rate | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 17.20% | ||
Blueapple | Discount for lack of marketability | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 5.00% | ||
Put option exercise period | 6 months | ||
Predecessor | |||
Fair Value | |||
Estimated fair value of Visa preferred shares | $ 21.6 | ||
Predecessor | eService | Weighted Average Cost of Capital | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 17.50% | ||
Predecessor | eService | Minimum | Growth Rate | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 2.30% | ||
Predecessor | eService | Maximum | Growth Rate | |||
Fair Value | |||
Redeemable non-controlling interest, measurement input (as a percent) | 13.20% |
Employee Benefit and Pension 74
Employee Benefit and Pension Plan - Additional Information (Detail) - Predecessor - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Benefit And Retirement Plans [Line Items] | ||
Contribution amount | $ 1.3 | $ 1.3 |
Employer Contribution | 2.00% | |
Employer Contribution, description | Employer contributions are determined as 2% of pensionable income or 6% of pensionable income above the German's Social Security Ceiling | |
Pension Liability | $ 0.2 | $ 1.1 |
Germans Social Ceiling [Member] | ||
Employee Benefit And Retirement Plans [Line Items] | ||
Employer Contribution | 6.00% |
Commitments and Contingencies75
Commitments and Contingencies (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Minimum annual lease payments | ||||||
2018 (remainder of year) | $ 3,765 | $ 3,765 | ||||
2,019 | 7,803 | 7,803 | ||||
2,020 | 6,904 | 6,904 | ||||
2,021 | 5,849 | 5,849 | ||||
2,022 | 4,817 | 4,817 | ||||
2023 and thereafter | 16,886 | 16,886 | ||||
Total | 46,024 | 46,024 | ||||
Rent expense | $ 4,000 | $ 3,200 | $ 7,500 | $ 6,200 | ||
Predecessor | ||||||
Minimum annual lease payments | ||||||
2,018 | $ 6,275 | |||||
2,019 | 6,159 | |||||
2,020 | 5,222 | |||||
2,021 | 4,279 | |||||
2,022 | 3,297 | |||||
2023 and thereafter | 17,240 | |||||
Total | 42,472 | |||||
Rent expense | 12,600 | $ 9,600 | ||||
Transaction processing services expenses | 1,700 | 4,200 | ||||
Expenses related to card network | $ 2,400 | $ 1,900 |
Segment Information - Informati
Segment Information - Information on segments & reconciliations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Information | |||||||
Revenue | $ 140,891 | $ 123,899 | $ 269,173 | $ 233,519 | |||
Segment profit | (69,276) | (2,328) | (79,873) | (11,869) | |||
Depreciation and amortization | (20,933) | (18,613) | (40,820) | (35,673) | |||
Net interest expense | (20,929) | (15,247) | (35,755) | (29,939) | |||
Income tax benefit (expense) | 28,609 | (5,543) | 24,181 | (9,357) | |||
Share-based compensation | (51,263) | (51,263) | |||||
Net loss attributable to EVO Investco, LLC | (9,474) | (24,080) | |||||
Net income attributable to non-controlling interest of EVO Investco, LLC | 58,613 | 74,406 | |||||
Net income attributable to EVO Payments, Inc. | $ 16,713 | 16,713 | 16,713 | ||||
Capital expenditures | 17,380 | 6,752 | 25,970 | 14,150 | |||
Total assets | 1,512,680 | 1,512,680 | 1,512,680 | $ 1,508,298 | |||
Operating | |||||||
Segment Information | |||||||
Segment profit | 36,343 | 35,778 | 69,324 | 61,031 | |||
Corporate | |||||||
Segment Information | |||||||
Segment profit | (13,727) | (5,849) | (23,360) | (10,142) | |||
North America | |||||||
Segment Information | |||||||
Revenue | 79,825 | 74,481 | 153,200 | 141,914 | |||
Capital expenditures | 8,152 | 1,630 | 12,792 | 5,085 | |||
Total assets | 1,031,954 | 1,031,954 | 1,031,954 | 1,010,859 | |||
North America | Operating | |||||||
Segment Information | |||||||
Segment profit | 21,774 | 21,912 | 42,652 | 35,637 | |||
Europe | |||||||
Segment Information | |||||||
Revenue | 61,066 | 49,418 | 115,973 | 91,605 | |||
Capital expenditures | 9,228 | 5,122 | 13,178 | 9,065 | |||
Total assets | $ 480,726 | 480,726 | 480,726 | 497,439 | |||
Europe | Operating | |||||||
Segment Information | |||||||
Segment profit | $ 14,568 | $ 13,866 | $ 26,672 | $ 25,394 | |||
Predecessor | |||||||
Segment Information | |||||||
Revenue | 504,750 | $ 419,221 | |||||
Segment profit | (15,760) | 74,484 | |||||
Depreciation and amortization | (74,136) | (64,012) | |||||
Net interest expense | (61,387) | (39,562) | |||||
Income tax benefit (expense) | (16,588) | (17,033) | |||||
Net loss attributable to EVO Investco, LLC | (40,242) | 47,705 | |||||
Net income attributable to EVO Payments, Inc. | (37,813) | 51,346 | |||||
Capital expenditures | 42,021 | 31,708 | |||||
Total assets | 1,508,298 | 1,259,242 | |||||
Predecessor | Operating | |||||||
Segment Information | |||||||
Segment profit | 137,601 | 194,032 | |||||
Predecessor | Corporate | |||||||
Segment Information | |||||||
Segment profit | (25,732) | (25,720) | |||||
Predecessor | North America | |||||||
Segment Information | |||||||
Revenue | 299,034 | 241,083 | |||||
Capital expenditures | 13,893 | 9,830 | |||||
Total assets | 1,010,859 | 880,568 | |||||
Predecessor | North America | Operating | |||||||
Segment Information | |||||||
Segment profit | 82,759 | 66,066 | |||||
Predecessor | Europe | |||||||
Segment Information | |||||||
Revenue | 205,716 | 178,138 | |||||
Capital expenditures | 28,128 | 21,878 | |||||
Total assets | 497,439 | 378,674 | |||||
Predecessor | Europe | Operating | |||||||
Segment Information | |||||||
Segment profit | $ 54,842 | $ 127,966 |
Segment Information - Revenue f
Segment Information - Revenue from external customers (Detail) - Sales Revenue - Geographic Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
United States | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 37.00% | 39.90% | 36.50% | 40.70% | ||
Poland | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 24.10% | 20.50% | 23.90% | 20.50% | ||
Mexico | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 19.00% | 20.20% | 19.80% | 20.00% | ||
Predecessor | United States | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 37.90% | 35.00% | ||||
Predecessor | Poland | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 21.50% | 21.70% | ||||
Predecessor | Mexico | ||||||
Revenue from external customers | ||||||
Revenue from external customers as a percentage of total revenue | 20.40% | 21.30% |
Member's Deficit - Additional I
Member's Deficit - Additional Information (Detail) - Predecessor - USD ($) $ in Millions | Jan. 31, 2017 | Dec. 31, 2017 |
Class D Units | ||
Temporary Equity [Line Items] | ||
Capital unit authorized | 1,400,000 | |
Class D Units | IPO | ||
Temporary Equity [Line Items] | ||
Percentage of time - vesting units | 50.00% | |
Class D Units | Unit Appreciation Plan | ||
Temporary Equity [Line Items] | ||
Percentage of time - vesting units | 20.00% | |
Time period of vesting units | 5 years | |
Class D Units | Equity Incentive Plan | ||
Temporary Equity [Line Items] | ||
Percentage of time - vesting units | 20.00% | |
Time period of vesting units | 5 years | |
Class E Units | ||
Temporary Equity [Line Items] | ||
Capital unit authorized | 1,011,931 | 1,000,000 |
Capital unit issued | 1,011,931 | |
Proceed from capital unit | $ 71.3 | |
Class E Units | MDP | ||
Temporary Equity [Line Items] | ||
Consulting service fee | 5.7 | |
Class E Units | BMO loan | ||
Temporary Equity [Line Items] | ||
Repayment of loan | $ 65.4 | |
Class A Units | ||
Temporary Equity [Line Items] | ||
Capital unit authorized | 6,500,000 | |
Class B Units | ||
Temporary Equity [Line Items] | ||
Capital unit authorized | 6,000,000 | |
Class C Units | ||
Temporary Equity [Line Items] | ||
Capital unit authorized | 500,000 |
Member's Deficit - Summary of M
Member's Deficit - Summary of Members' Deficit Balances By Class of Equity (Detail) - Predecessor $ in Thousands | Dec. 31, 2017USD ($) |
Temporary Equity [Line Items] | |
Capital units | $ (102,164) |
Class A Units | |
Temporary Equity [Line Items] | |
Capital units | (98,757) |
Class B Units | |
Temporary Equity [Line Items] | |
Capital units | (51,130) |
Class C Units | |
Temporary Equity [Line Items] | |
Capital units | 381 |
Class D Units | |
Temporary Equity [Line Items] | |
Capital units | (14,782) |
Class E Units | |
Temporary Equity [Line Items] | |
Capital units | $ 62,124 |
Member's Deficit - Summary of T
Member's Deficit - Summary of Total Units Issued for Each Class of Equity (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | ||
Beginning balance | 11,340 | 11,376 |
Grants | 1,046 | 2 |
Redemptions | (6) | |
Forfeitures | (12) | (32) |
Ending Balance | 12,374 | 11,340 |
Predecessor | Class A Units | ||
Temporary Equity [Line Items] | ||
Beginning balance | 6,374 | 6,374 |
Ending Balance | 6,374 | 6,374 |
Predecessor | Class B Units | ||
Temporary Equity [Line Items] | ||
Beginning balance | 3,506 | 3,506 |
Ending Balance | 3,506 | 3,506 |
Predecessor | Class C Units | ||
Temporary Equity [Line Items] | ||
Beginning balance | 375 | 381 |
Redemptions | (6) | |
Ending Balance | 375 | 375 |
Predecessor | Class D Units | ||
Temporary Equity [Line Items] | ||
Beginning balance | 1,085 | 1,115 |
Grants | 34 | 2 |
Forfeitures | (12) | (32) |
Ending Balance | 1,107 | 1,085 |
Predecessor | Class E Units | ||
Temporary Equity [Line Items] | ||
Beginning balance | ||
Grants | 1,012 | |
Ending Balance | 1,012 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Subsequent Event [Line Items] | ||
Purchase Price | $ 11.2 | |
Additional Consideration | $ 3.7 | |
Sale of outstanding share of minority held subsidiary | 33.30% | |
Purchase of non controlling interest | 38.00% | |
Term Loan credit Facility | $ 665 |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||||
Cash and cash equivalents | $ 207,177 | $ 205,142 | $ 205,092 | $ 203,324 | |
Other receivable | 50,985 | 55,345 | |||
Due from related parties | 1,641 | 2,625 | |||
Other current assets | 10,639 | 20,941 | |||
Total current assets | 716,205 | 750,413 | |||
Total assets | 1,512,680 | 1,508,298 | |||
Current liabilities: | |||||
Accounts payable | 42,088 | 61,149 | |||
Accrued expenses | 109,674 | 94,235 | |||
Current portion of long-term debt | 45,056 | 103,571 | |||
Due to related parties | 5,398 | 7,847 | |||
Total current liabilities | 668,993 | 751,320 | |||
Due to related parties | 560 | 675 | |||
Total liabilities | 1,353,718 | 1,526,563 | |||
Members' deficit: | |||||
Accumulated deficit | (237,330) | ||||
Accumulated other comprehensive loss | (1,631) | (67,679) | |||
Total liabilities and deficit | $ 1,512,680 | 1,508,298 | |||
Class A Units | |||||
Members' deficit: | |||||
Capital units | 54,453 | ||||
Class C Units | |||||
Members' deficit: | |||||
Capital units | 9,463 | ||||
Class E Units | |||||
Members' deficit: | |||||
Capital units | 71,250 | ||||
Predecessor | |||||
Current assets: | |||||
Cash and cash equivalents | 205,142 | 203,324 | $ 253,700 | ||
Other receivable | 55,345 | 57,438 | |||
Due from related parties | 2,625 | 4,588 | |||
Other current assets | 20,941 | 11,449 | |||
Total current assets | 750,413 | 591,290 | |||
Total assets | 1,508,298 | 1,259,242 | |||
Current liabilities: | |||||
Accounts payable | 61,149 | 54,368 | |||
Accrued expenses | 94,235 | 75,199 | |||
Current portion of long-term debt | 103,571 | 73,461 | |||
Due to related parties | 7,847 | 11,133 | |||
Total current liabilities | 751,320 | 607,729 | |||
Due to related parties | 675 | 1,225 | |||
Total liabilities | 1,526,563 | 1,356,475 | |||
Members' deficit: | |||||
Capital units | (166,531) | (197,763) | (172,950) | ||
Accumulated deficit | (237,330) | (124,028) | |||
Accumulated other comprehensive loss | (67,679) | (127,464) | |||
Total EVO Investco, LLC deficit | (102,164) | ||||
Total liabilities and deficit | 1,508,298 | 1,259,242 | |||
Predecessor | Class A Units | |||||
Members' deficit: | |||||
Capital units | 54,453 | 54,453 | |||
Total EVO Investco, LLC deficit | (98,757) | ||||
Predecessor | Class C Units | |||||
Members' deficit: | |||||
Capital units | 9,463 | 9,463 | |||
Total EVO Investco, LLC deficit | 381 | ||||
Predecessor | Class E Units | |||||
Members' deficit: | |||||
Capital units | 71,250 | ||||
Total EVO Investco, LLC deficit | 62,124 | ||||
Evo Investco, LLC | Predecessor | |||||
Current assets: | |||||
Cash and cash equivalents | 127 | 180 | $ 149 | ||
Other receivable | 42 | ||||
Due from related parties | 59 | 48 | |||
Other current assets | 23 | 1 | |||
Total current assets | 251 | 229 | |||
Total assets | 251 | 229 | |||
Current liabilities: | |||||
Accounts payable | 25 | ||||
Accrued expenses | 615 | 596 | |||
Current portion of long-term debt | 65,208 | ||||
Due to related parties | 5,675 | ||||
Total current liabilities | 640 | 71,479 | |||
Net deficit in investment in a subsidiary | 158,112 | 107,948 | |||
Due to related parties | 11,342 | 8,378 | |||
Total liabilities | 170,094 | 187,805 | |||
Members' deficit: | |||||
Accumulated deficit | (237,330) | (124,028) | |||
Accumulated other comprehensive loss | (67,679) | (127,464) | |||
Total EVO Investco, LLC deficit | (169,843) | (187,576) | |||
Total liabilities and deficit | 251 | 229 | |||
Evo Investco, LLC | Predecessor | Class A Units | |||||
Members' deficit: | |||||
Capital units | 54,453 | 54,453 | |||
Evo Investco, LLC | Predecessor | Class C Units | |||||
Members' deficit: | |||||
Capital units | 9,463 | $ 9,463 | |||
Evo Investco, LLC | Predecessor | Class E Units | |||||
Members' deficit: | |||||
Capital units | $ 71,250 |
Schedule I - Condensed Balanc83
Schedule I - Condensed Balance Sheets (Parenthetical) (Detail) - shares shares in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class A Units | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 0 | 6,374 | |
Class A Units | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 6,374 | 6,374 | |
Class A Units | Evo Investco, LLC | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 6,374 | 6,374 | |
Class B Units | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 0 | 3,506 | |
Class B Units | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 3,506 | 3,056 | |
Class B Units | Evo Investco, LLC | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 3,506 | 3,506 | |
Class C Units | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 0 | 375 | |
Class C Units | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 375 | 375 | |
Class C Units | Evo Investco, LLC | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 375 | 375 | |
Class D Units | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 0 | 1,104 | |
Class D Units | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 1,107 | 1,107 | |
Class D Units | Evo Investco, LLC | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 1,107 | 1,107 | |
Class E Units | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 0 | 1,012 | |
Class E Units | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 1,012 | 1,012 | |
Class E Units | Evo Investco, LLC | Predecessor | |||
Parent Company Only Financial Information [Line Items] | |||
Capital units | 1,012 | 1,012 |
Schedule I - Condensed Statemen
Schedule I - Condensed Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Parent Company Only Financial Information [Line Items] | |||||||
Revenue | $ 140,891 | $ 123,899 | $ 269,173 | $ 233,519 | |||
Operating expenses: | |||||||
Cost of services and products, exclusive of depreciation and amortization shown separately below | 50,364 | 39,172 | 94,878 | 75,823 | |||
Selling, general and administrative | 115,567 | 53,517 | 175,180 | 104,537 | |||
Depreciation and amortization | 20,933 | 18,613 | 40,820 | 35,673 | |||
Total operating expenses | 186,864 | 111,302 | 310,878 | 216,033 | |||
Loss from operations | (45,973) | 12,597 | (41,705) | 17,486 | |||
Other (expense) income: | |||||||
Interest income | 631 | 332 | 1,115 | 638 | |||
Interest expense | (21,560) | (15,579) | (36,870) | (30,577) | |||
(Loss) income from investment in a subsidiary | 246 | 438 | 761 | 758 | |||
Other expense | (2,620) | (116) | (3,174) | (174) | |||
Total other (expense) income | (23,303) | (14,925) | (38,168) | (29,355) | |||
(Loss) income before income taxes | (69,276) | (2,328) | (79,873) | (11,869) | |||
Income tax (expense) benefit | 28,609 | (5,543) | 24,181 | (9,357) | |||
Net (loss) income | $ 16,713 | 16,713 | 16,713 | ||||
Unrealized gain on defined benefit pension plan | 33 | 520 | |||||
Other comprehensive (loss) income | (28,144) | $ 25,390 | (9,160) | $ 54,319 | |||
Comprehensive income attributable to EVO Payments, Inc. | $ 15,082 | $ 15,082 | |||||
Predecessor | |||||||
Parent Company Only Financial Information [Line Items] | |||||||
Revenue | $ 504,750 | $ 419,221 | |||||
Operating expenses: | |||||||
Cost of services and products, exclusive of depreciation and amortization shown separately below | 164,480 | 140,659 | |||||
Selling, general and administrative | 220,971 | 174,198 | |||||
Depreciation and amortization | 74,136 | 64,012 | |||||
Total operating expenses | 459,587 | 378,869 | |||||
Loss from operations | 45,163 | 40,352 | |||||
Other (expense) income: | |||||||
Interest income | 1,489 | 1,096 | |||||
Interest expense | (62,876) | (40,658) | |||||
(Loss) income from investment in a subsidiary | 941 | 1,547 | |||||
Other expense | (477) | 72,147 | |||||
Total other (expense) income | (60,923) | 34,132 | |||||
(Loss) income before income taxes | (15,760) | 74,484 | |||||
Income tax (expense) benefit | (16,588) | (17,033) | |||||
Net (loss) income | (37,813) | 51,346 | |||||
Unrealized gain on defined benefit pension plan | 530 | 294 | |||||
Other comprehensive (loss) income | 70,447 | (52,160) | |||||
Evo Investco, LLC | Predecessor | |||||||
Parent Company Only Financial Information [Line Items] | |||||||
Revenue | 0 | 0 | |||||
Operating expenses: | |||||||
Cost of services and products, exclusive of depreciation and amortization shown separately below | 2 | ||||||
Selling, general and administrative | 1,308 | 7,842 | |||||
Depreciation and amortization | 0 | 0 | |||||
Total operating expenses | 1,310 | 7,842 | |||||
Loss from operations | (1,310) | (7,842) | |||||
Other (expense) income: | |||||||
Interest income | 0 | 0 | |||||
Interest expense | (211) | (4,441) | |||||
(Loss) income from investment in a subsidiary | (38,635) | 59,882 | |||||
Other expense | (36) | ||||||
Total other (expense) income | (38,882) | 55,441 | |||||
(Loss) income before income taxes | (40,192) | 47,599 | |||||
Income tax (expense) benefit | (50) | 106 | |||||
Net (loss) income | (40,242) | 47,705 | |||||
Other comprehensive income (loss) | 0 | 0 | |||||
Unrealized gain on defined benefit pension plan | 530 | 294 | |||||
Unrealized foreign currency translation adjustment | 59,255 | (52,393) | |||||
Other comprehensive (loss) income | 59,785 | (52,099) | |||||
Comprehensive income attributable to EVO Payments, Inc. | $ 19,543 | $ (4,394) |
Schedule I - Condensed Statem85
Schedule I - Condensed Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Parent Company Only Financial Information [Line Items] | ||||
Net cash (used in) provided by operating activities | $ 15,084 | $ (30,705) | ||
Cash flows from investing activities: | ||||
Net cash provided by investing activities | (55,269) | (25,113) | ||
Cash flows from financing activities: | ||||
Repayments of long-term debt | (623,732) | (413,553) | ||
Contributions by members | 71,250 | |||
Distribution to members | (1,674) | |||
Net cash provided by (used in) financing activities | 48,989 | 48,579 | ||
Effect of exchange rate changes on cash and cash equivalents | (6,769) | 9,007 | ||
Net (decrease) increase in cash and cash equivalents | 2,035 | 1,768 | ||
Cash and cash equivalents, beginning of year | 205,142 | 203,324 | $ 203,324 | |
Cash and cash equivalents, end of period | 207,177 | 205,092 | 205,142 | $ 203,324 |
Predecessor | ||||
Parent Company Only Financial Information [Line Items] | ||||
Net cash (used in) provided by operating activities | 8,210 | 32,753 | ||
Cash flows from investing activities: | ||||
Net cash provided by investing activities | (58,116) | (117,247) | ||
Cash flows from financing activities: | ||||
Repayments of long-term debt | (868,990) | (687,294) | ||
Contributions by members | 71,250 | |||
Distribution to members | (1,726) | (2,249) | ||
Net cash provided by (used in) financing activities | 38,471 | 42,180 | ||
Effect of exchange rate changes on cash and cash equivalents | 13,253 | (8,062) | ||
Net (decrease) increase in cash and cash equivalents | 1,818 | (50,376) | ||
Cash and cash equivalents, beginning of year | 205,142 | 203,324 | 203,324 | 253,700 |
Cash and cash equivalents, end of period | 205,142 | 203,324 | ||
Evo Investco, LLC | Predecessor | ||||
Parent Company Only Financial Information [Line Items] | ||||
Net cash (used in) provided by operating activities | (4,369) | 2,280 | ||
Cash flows from investing activities: | ||||
Distribution from equity method subsidiary | 35,000 | |||
Net cash provided by investing activities | 35,000 | |||
Cash flows from financing activities: | ||||
Repayments of long-term debt | (65,208) | (35,000) | ||
Contributions by members | 71,250 | |||
Distribution to members | (1,726) | (2,249) | ||
Net cash provided by (used in) financing activities | 4,316 | (37,249) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net (decrease) increase in cash and cash equivalents | (53) | 31 | ||
Cash and cash equivalents, beginning of year | $ 127 | $ 180 | 180 | 149 |
Cash and cash equivalents, end of period | $ 127 | $ 180 |
Schedule I - Distributions - Di
Schedule I - Distributions - Distributions (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Predecessor | Evo Investco, LLC | ||
Distributions | $ 0 | $ 35 |
Scedule I - Long-Term Debt and
Scedule I - Long-Term Debt and Credit Facilities (Detail) - Predecessor - BMO loan - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2017 |
Long-term debt | ||
Principal Payment | $ 35 | |
Prime rate | ||
Long-term debt | ||
Basis spread on variable rate (as a percent) | 0.25% | |
Evo Investco, LLC | ||
Long-term debt | ||
Unsecured demand note | $ 104.5 | |
Unsecured demand note withdrew | $ 95.3 | |
LIBOR quoted base rate | 3.00% | |
Principal Payment | $ 35 | $ 65.4 |
Evo Investco, LLC | Prime rate | ||
Long-term debt | ||
Basis spread on variable rate (as a percent) | 0.25% |
Schedule I - Long-Term Debt and
Schedule I - Long-Term Debt and Credit Facilities - Summary (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 14, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term debt | ||||
Deferred purchase price | $ 726,665 | |||
Total parent company debt | 667,671 | $ 760,946 | ||
Deferred financing costs | 13,938 | 19,679 | ||
Total long-term debt | 712,727 | 864,517 | ||
Credit Facility | First lien senior secured credit facility | ||||
Long-term debt | ||||
Deferred purchase price | 30,565 | 44,632 | ||
Deferred financing costs | $ (1,200) | |||
Deferred purchase price | ||||
Long-term debt | ||||
Deferred purchase price | 68,720 | |||
Letter of credit | ||||
Long-term debt | ||||
Deferred purchase price | 1,000 | |||
Settlement facilities | ||||
Long-term debt | ||||
Deferred purchase price | $ 38,154 | 28,563 | ||
Predecessor | ||||
Long-term debt | ||||
Deferred purchase price | 884,196 | |||
Total parent company debt | 760,946 | $ 735,102 | ||
Deferred financing costs | 19,679 | 21,644 | ||
Total long-term debt | 864,517 | 808,563 | ||
Predecessor | BMO loan | ||||
Long-term debt | ||||
Deferred purchase price | 65,208 | |||
Predecessor | Credit Facility | First lien senior secured credit facility | ||||
Long-term debt | ||||
Deferred purchase price | 44,632 | 11,728 | ||
Predecessor | Deferred purchase price | ||||
Long-term debt | ||||
Deferred purchase price | 68,720 | |||
Predecessor | Letter of credit | ||||
Long-term debt | ||||
Deferred purchase price | 1,000 | 4,300 | ||
Predecessor | Settlement facilities | ||||
Long-term debt | ||||
Deferred purchase price | 28,563 | 2,535 | ||
Predecessor | Evo Investco, LLC | ||||
Long-term debt | ||||
Total parent company debt | 65,208 | |||
Deferred financing costs | (19,679) | (21,644) | ||
Total long-term debt | 864,517 | 743,355 | ||
Predecessor | Evo Investco, LLC | First lien senior secured credit facility | ||||
Long-term debt | ||||
Deferred purchase price | 566,075 | 570,950 | ||
Predecessor | Evo Investco, LLC | Second lien senior secured credit facility | ||||
Long-term debt | ||||
Deferred purchase price | 175,206 | 175,486 | ||
Predecessor | Evo Investco, LLC | BMO loan | ||||
Long-term debt | ||||
Deferred purchase price | 65,208 | |||
Predecessor | Evo Investco, LLC | Credit Facility | First lien senior secured credit facility | ||||
Long-term debt | ||||
Deferred purchase price | 44,632 | 11,728 | ||
Predecessor | Evo Investco, LLC | Deferred purchase price | ||||
Long-term debt | ||||
Deferred purchase price | 68,720 | |||
Predecessor | Evo Investco, LLC | Letter of credit | ||||
Long-term debt | ||||
Deferred purchase price | 1,000 | 4,300 | ||
Predecessor | Evo Investco, LLC | Settlement facilities | ||||
Long-term debt | ||||
Deferred purchase price | $ 28,563 | $ 2,535 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to EVO Payments, Inc | $ 16,713 | $ 16,713 | $ 16,713 |
Weighted average Class A common stock outstanding | 17,293,355 | 17,293,355 | 17,293,355 |
Effect of dilutive securities | 139,367 | ||
Total dilutive securities | 17,432,722 | 17,432,722 | 17,432,722 |
Basic (in dollars per share) | $ 0.97 | $ 0.97 | $ 0.97 |
Diluted (in dollars per share) | $ 0.96 | $ 0.96 | $ 0.96 |
Stock option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 163,144 | ||
Class C Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 2,560,955 | ||
Class D Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 24,305,155 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Tax Receivable Agreements [Abstract] | |
Payment on applicable cash tax savings (as a percent) | 85.00% |
Minimum first payment due after filing of companys tax return | 95 days |
Maximum first payment due after filing of companys tax return | 125 days |
Payments to the Continuing LLC Owners | $ 2.6 |
Deferred tax assets related to exchange of units | 2.2 |
Minimum tax receivable agreement obligation over the agreed period | 0 |
Maximum tax receivable agreement obligation over the agreed period | $ 0.2 |
Period over which the obligations are to be settled | 15 years |
Deferred tax asset recorded in connection with a stock offering | $ 2.6 |
Amount of payment liability pursuant to tax receivable agreements | $ 2.2 |
Income Taxes (Detail)
Income Taxes (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Taxes | |||||
Effective income tax rate (as a percent) | 41.30% | (238.10%) | 30.30% | (78.80%) | |
Period of cumulative loss | 3 years | ||||
U.S. federal corporate tax rate (as a percent) | 21.00% | ||||
NOL carryforward deduction, as percentage of taxable income | 80 | 80 | |||
Maximum | |||||
Income Taxes | |||||
U.S. federal corporate tax rate (as a percent) | 35.00% |
Shareholder's Equity - Reorgani
Shareholder's Equity - Reorganization (Detail) - USD ($) $ / shares in Units, $ in Millions | May 30, 2018 | May 25, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 24, 2018 |
Shareholders' Equity | ||||||
Number of shares of stock issued | 1,046,000 | 2,000 | ||||
Reorganization Transactions fees and expenses | $ 10.3 | |||||
IPO | ||||||
Shareholders' Equity | ||||||
Share price | $ 16 | |||||
Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of shares issued by the selling stockholder | 666,667 | |||||
Class A Common Stock | IPO | ||||||
Shareholders' Equity | ||||||
Number of shares of stock issued | 15,433,333 | |||||
Class A Common Stock | Underwriters option to purchase | ||||||
Shareholders' Equity | ||||||
Number of shares of stock issued | 2,100,000 | |||||
Zenith Merchant Services, LLC | Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of shares issued during the period in satisfaction of a portion of contingent payment obligation in connection with acquisition remaining interest in a joint venture | 48,218 | |||||
Executive Officers | ||||||
Shareholders' Equity | ||||||
Percentage of combined voting power | 15.20% | |||||
Number of restricted stock units that comprise the IPO Grants | 503,795 | |||||
IPO Grants, percentage of the total value of equity outstanding | 3.20% | |||||
Executive Officers | Maximum | ||||||
Shareholders' Equity | ||||||
Percentage of combined voting power | 20.00% | |||||
Executive Officers | Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 134,707 | |||||
Number of stock options to purchase shares of Class A common stock that comprise the IPO Grants | 2,115,625 | |||||
Executive Officers | Class C Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 2,560,955 | |||||
Number of shares issued during the period under conversion rights | 2,560,955 | |||||
Number of votes per share | 3.5 votes per share | |||||
Executive Officers | Class D Common Stock | ||||||
Shareholders' Equity | ||||||
Percentage of member's deficit and accumulated loss | 46.80% | |||||
Current and Former Employees | ||||||
Shareholders' Equity | ||||||
Percentage of combined voting power | 3.60% | |||||
Current and Former Employees | Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 306,545 | |||||
Current and Former Employees | Class D Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 1,843,677 | |||||
Current and Former Management and Employees | Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares issued upon conversion of outstanding unit appreciation awards | 554,299 | |||||
Current and Former Management and Employees | Common Class A, Subject to Vesting | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 63,452 | |||||
Current and Former Management and Employees | Common Class A, Vested | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 490,847 | |||||
MDP | ||||||
Shareholders' Equity | ||||||
Percentage of combined voting power | 38.40% | |||||
MDP | Class A Common Stock | ||||||
Shareholders' Equity | ||||||
Number of shares issued in exchange of equity interests | 652,500 | |||||
Number of common shares held in Company | 652,500 | |||||
MDP | Class C Common Stock | ||||||
Shareholders' Equity | ||||||
Percentage of member's deficit and accumulated loss | 46.80% | |||||
MDP | Class D Common Stock | ||||||
Shareholders' Equity | ||||||
Number of common shares held in Company | 22,461,478 | |||||
Number of shares issued during the period under conversion rights | 24,305,155 | |||||
Number of votes per share | One vote per share | |||||
MDP | Current and Former Employees | Class D Common Stock | ||||||
Shareholders' Equity | ||||||
Number of votes per share | One vote per share | |||||
Blueapple | ||||||
Shareholders' Equity | ||||||
Percentage of member's deficit and accumulated loss | 53.20% | |||||
Blueapple | Class B Common Stock | ||||||
Shareholders' Equity | ||||||
Number of shares issued during the period under conversion rights | 35,913,538 | |||||
Percentage of combined voting power | 15.90% | 15.90% | ||||
EVO LLC | Executive Officers | Class D Units | ||||||
Shareholders' Equity | ||||||
Number of units held in LLC prior to reorganization | 720,986 | |||||
Number of LLC interests received in connection with the reclassification of units outstanding in EVO, LLC as a result of the reorganization | 1,721,115 | |||||
EVO LLC | Current and Former Employees | Class D Units | ||||||
Shareholders' Equity | ||||||
Number of units held in LLC prior to reorganization | 385,542 | |||||
Number of LLC interests received in connection with the reclassification of units outstanding in EVO, LLC as a result of the reorganization | 951,548 | |||||
EVO LLC | Current and Former Management and Employees | Class D Units | ||||||
Shareholders' Equity | ||||||
Number of units held in LLC prior to reorganization | 1,106,528 | |||||
EVO LLC | Blueapple | Maximum | ||||||
Shareholders' Equity | ||||||
Economic interest | 3.00% |
Shareholder's Equity - Prior to
Shareholder's Equity - Prior to Reorganization (Detail) - EVO LLC | May 24, 2018shares |
Current and Former Management and Employees | Vested Unit Appreciation Awards | |
Shareholder's Equity | |
Number of awards owned | 297,121 |
Current and Former Management and Employees | Class C Units | |
Shareholder's Equity | |
Number of units held in LLC prior to reorganization | 374,559 |
Current and Former Management and Employees | Class D Units | |
Shareholder's Equity | |
Number of units held in LLC prior to reorganization | 1,106,528 |
Current and Former Management and Employees | Class C and Class D | |
Shareholder's Equity | |
Economic interest in held in LLC prior to reorganization (as a percent) | 6.90% |
Blueapple | Class A Units | |
Shareholder's Equity | |
Number of units held in LLC prior to reorganization | 6,374,245 |
Economic interest in held in LLC prior to reorganization (as a percent) | 54.00% |
MDP | Class B Units | |
Shareholder's Equity | |
Number of units held in LLC prior to reorganization | 3,506,087 |
Economic interest in held in LLC prior to reorganization (as a percent) | 29.70% |
Blueapple and MDP | Current and Former Management and Employees | Class E Units | |
Shareholder's Equity | |
Number of units held in LLC prior to reorganization | 1,011,931 |
Economic interest in held in LLC prior to reorganization (as a percent) | 8.60% |
Shareholder's Equity - Organiza
Shareholder's Equity - Organizational structure following our IPO (Detail) - shares | Jun. 30, 2018 | May 25, 2018 |
Executive Officers | ||
Shareholders' Equity | ||
Percentage of combined voting power | 15.20% | |
Current and Former Employees | ||
Shareholders' Equity | ||
Percentage of combined voting power | 3.60% | |
EVO LLC | ||
Shareholders' Equity | ||
Number of units held | 17,355,899 | |
Ownership interest (as a percent) | 21.70% | |
Class A Common Stock | Investors | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 92.80% | |
Number of common shares held in Company | 16,100,000 | |
Class A Common Stock | Executive Officers | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 0.90% | |
Number of common shares held in Company | 134,707 | |
Class A Common Stock | Current and Former Employees | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 2.00% | |
Number of common shares held in Company | 306,545 | |
Class B Common Stock | Investors | ||
Shareholders' Equity | ||
Percentage of combined voting power | 26.80% | |
Class C Common Stock | Executive Officers | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 100.00% | |
Number of common shares held in Company | 2,560,955 | |
Class D Common Stock | Current and Former Employees | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 7.60% | |
Number of common shares held in Company | 1,843,677 | |
Blueapple | Class B Common Stock | ||
Shareholders' Equity | ||
Percentage of combined voting power | 15.90% | 15.90% |
MDP | ||
Shareholders' Equity | ||
Percentage of combined voting power | 38.40% | |
MDP | Class A Common Stock | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 3.80% | |
Number of common shares held in Company | 652,500 | |
MDP | Class D Common Stock | ||
Shareholders' Equity | ||
Percentage ownership of common stock in Company | 92.40% | |
Number of common shares held in Company | 22,461,478 |
Shareholder's Equity - Use of P
Shareholder's Equity - Use of Proceeds (Detail) - USD ($) $ in Thousands | May 25, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Shareholders' Equity | ||||
Repayment of debt | $ 623,732 | $ 413,553 | ||
Remaining net proceeds used for working capital and general corporate purposes | $ 600 | |||
Sterling Payment Technologies, LLC | ||||
Shareholders' Equity | ||||
Payment of deferred purchase price | 52,600 | |||
Term loan | Second lien senior secured credit facility | ||||
Shareholders' Equity | ||||
Repayment of debt | $ 178,200 | 178,200 | ||
IPO | ||||
Shareholders' Equity | ||||
Net proceeds from issuance of common stock | 231,500 | |||
Other offering costs | $ 10,300 |
Stock Compensation Plans and 96
Stock Compensation Plans and Share-Based Compensation Awards - Share based compensation expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Share-based compensation expense | $ 52,134 | $ 0 | $ 52,134 | $ 0 |
Income tax benefit | $ 3,846 | $ 3,846 | ||
2018 Plan | Class A Common Stock | ||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Shares reserved for issuance | 7,792,162 | 7,792,162 |
Stock Compensation Plans and 97
Stock Compensation Plans and Share-Based Compensation Awards - Other (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Total fair value of share based awards vested | $ 52,100 | $ 0 | ||
Share-based compensation expense | $ 52,134 | $ 0 | 52,134 | $ 0 |
Unrecognized compensation expenses | $ 22,400 | $ 22,400 | ||
Weighted average period not yet recognized (in years) | 3 years 9 months 18 days |
Stock Compensation Plans and 98
Stock Compensation Plans and Share-Based Compensation Awards - Awards,UAR,RSU,Stock Options (Detail) $ / shares in Units, $ in Thousands | May 25, 2018EmployeeItem$ / sharesshares | May 22, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | May 24, 2018USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) |
Stock Compensation Plans and Share-Based Compensation Awards | ||||||||
Share-based compensation expense | $ | $ 52,134 | $ 0 | $ 52,134 | $ 0 | ||||
Vested (in shares) | 543,323 | |||||||
Awards surrendered for tax obligations (in shares) | 52,476 | |||||||
Unrecognized compensation expenses | $ | $ 22,400 | 22,400 | $ 22,400 | |||||
Class D awards | ||||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||||
Granted fair value (in dollars per share) | $ / shares | $ 16 | |||||||
Fair value (in dollars per share) | $ / shares | $ 16 | |||||||
Share-based compensation expense | $ | $ 42,800 | $ 0 | ||||||
Vested (in shares) | 2,672,666 | |||||||
Number of employees or former employees who held awards | Employee | 15 | |||||||
UAR awards | ||||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||||
Granted fair value (in dollars per share) | $ / shares | $ 16 | |||||||
Fair value (in dollars per share) | $ / shares | $ 16 | |||||||
Share-based compensation expense | $ | $ 8,700 | $ 0 | ||||||
Vested (in shares) | 3,203 | |||||||
Number of employees or former employees who held awards | Item | 35 | |||||||
Awards surrendered for tax obligations (in shares) | 451 | |||||||
Unrecognized compensation expenses | $ | $ 900 | $ 900 | $ 900 | |||||
Outstanding unvested awards (in shares) | 63,452 | 60,249 | 60,249 | 60,249 | ||||
Restricted stock units | ||||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||||
Granted fair value (in dollars per share) | $ / shares | $ 16 | $ 16 | ||||||
Share-based compensation expense | $ | $ 200 | |||||||
Vested (in shares) | 0 | 0 | ||||||
Unrecognized compensation expenses | $ | $ 7,800 | $ 7,800 | $ 7,800 | |||||
Outstanding unvested awards (in shares) | 503,795 | 503,795 | 503,795 | |||||
Granted (in shares) | 503,795 | |||||||
Vesting period | 4 years | |||||||
Stock option | ||||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||||
Share-based compensation expense | $ | $ 400 | $ 13,700 | ||||||
Vesting period | 4 years | |||||||
Options Granted (in shares) | 2,115,625 | |||||||
Options granted fair value (in dollars per option) | $ / shares | $ 6.68 | |||||||
Expiration period | 10 years |
Stock Compensation Plans and 99
Stock Compensation Plans and Share-Based Compensation Awards - Fair Value Assumptions (Detail) - Stock option | 6 Months Ended |
Jun. 30, 2018$ / shares | |
Assumptions used in estimating grant date fair values | |
Expected life (in years) | 7 years |
Weighted average risk free interest rate (as a percent) | 3.02% |
Expected volatility (as a percent) | 33.99% |
Expected dividend yield (as a percent) | 0.00% |
Weighted average fair value at grant date | $ 6.68 |