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8-K - 8-K - EVO Payments, Inc.f8-k.htm

Exhibit 99.1

 

Picture 1

 

August 8, 2018

 

EVO Reports Second Quarter 2018 Results

 

ATLANTA – EVO Payments, Inc. (NASDAQ: EVOP) (“EVO” or the “Company”) today announced its second quarter financial results and its first earnings announcement as a public company. For the second quarter ended June 30, 2018, revenue increased 14% to $140.9 million, compared to $123.9 million in the prior year. On a currency-neutral basis, revenue increased 11% over the prior year. On a GAAP basis for the second quarter, net income attributable to EVO Payments, Inc. was $16.7 million or $0.96 per diluted share, representing net income from the initial public offering date forward.  Adjusted EBITDA defined as earnings before interest, taxes, depreciation, amortization, and the impact of share-based compensation, transition, acquisition-related, and integration costs, increased 12% to $37.0 million for the quarter, compared to $33.0 million in the prior year. On a currency-neutral basis, adjusted EBITDA grew 10% over the prior year. 

 

For the six months ended June 30, 2018, revenue increased 15% to $269.2 million, compared to $233.5 million in the prior year period. On a currency-neutral basis, revenue increased 10% over the prior year. On a GAAP basis for the year-to-date period, net income attributable to EVO Payments, Inc. was $16.7 million or $0.96 per diluted share, representing net income from the initial public offering date forward.  Adjusted EBITDA increased 16% to $65.6 million for the six months ended June 30, 2018, compared to $56.4 million in the prior year. On a currency-neutral basis, adjusted EBITDA grew 10% for the year-to-date period compared with the same period in the prior year.  (See Schedule 1 for the Condensed Consolidated Statements of Operations and Schedule 4 for the Reconciliation of GAAP to Non-GAAP measures.)

 

“We are committed to delivering solid results for our shareholders through organic growth, long-term margin expansion and acquisition opportunities. Our second quarter results demonstrate our ability to deliver on our commitments by providing high quality products and services to our growing customer base across North America and Europe,” said James Kelly, Chief Executive Officer of EVO, “In addition, we expanded our Spanish customer base by approximately 20,000 new merchants and completed a ten-year alliance with Liberbank, a leading regional Spanish bank focused on the small and medium-sized enterprise market. We also strengthened our Eastern Europe presence through a ten-year alliance agreement with Moneta Money Bank, a leading Czech financial institution.”

 

Outlook

 

For the full year 2018, the Company expects revenue to range from $556 million to $564 million, reflecting growth of 10% to 12% over 2017 reported results and 9% to 10% over currency-neutral 2017 results. Adjusted EBITDA is expected to be in a range of $142 million and $146 million, reflecting growth of 11% to 14% over 2017 adjusted EBITDA and 10% to 13% over currency-neutral 2017 adjusted EBITDA.  Pro forma adjusted net income per diluted share is expected to be in a range of $0.44 to $0.52.

 

Conference call

 

EVO’s management will host a conference call for investors at 8:00 a.m. Eastern Time on Wednesday, August 8, 2018 to discuss the results. Participants may access the conference call via the investor relations section of the company’s website at www.evopayments.com, or participants may also dial (877) 356-5729 inside North America and (629) 228-0718 outside North America to listen.  The conference ID number is 6550489. A recording of the call will be archived on the company's investor relations website following the live call.

 

Forward-looking statements

 

This announcement and the Company’s discussion today both include forward-looking statements. Forward-looking statements are subject to risks and uncertainty.  They are not guarantees of future performance, and the Company’s actual results could differ materially from the expectations expressed or implied in any forward-looking statements. You should not put undue reliance upon them.  Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecast,” “outlook,” “target,” “should,” “could,” “would,” “will” and comparable words are a common way to identify forward-looking statements. Examples of forward-looking statements contained in this release include statements about the Company’s full year 2018 outlook.

 


 

Factors that could contribute to differences between the Company’s actual results and the expectations expressed or implied in any forward-looking statements include the following: changing industry trends and changing needs and preferences of our customers and consumers; the impact of substantial and increasingly intense competition; changes in the competitive landscape, including disintermediation from other participants in the payments chain; the impact of global economic, political and other conditions on trends in consumer, business and government spending; compliance with governmental regulations and other legal obligations, particularly related to privacy, data protection and information security, and consumer protection laws; the ability to protect the Company’s systems and data from continually evolving cybersecurity risks or other technological risks; failures in the Company’s processing systems, software defects, computer viruses and development delays; degradation of the quality of the products and services the Company offers; the Company’s ability to successfully complete, integrate and realize the expected benefits of any acquisitions it pursues or has completed; continued consolidation in the banking and payment services industries; increased customer, referral partner or sales partner attrition; the incurrence of chargeback liability; fraud by merchants or others; service failures by third-party vendors providing products and services to the Company; failure to maintain merchant relationships and alliances; ineffective risk management policies and procedures; reputational harm to the Company or its partners; the Company’s ability to recruit, retain and develop qualified personnel; geopolitical and other risks associated with operations outside of the United States; decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general; increases in card network fees; failure to comply with the applicable requirements of card networks; changes in foreign currency exchange rates; inability to raise additional capital to fund the Company’s operations on acceptable terms or at all; failure to protect the Company’s intellectual property rights and defend against potential patent claims; failure to comply with, or changes in, laws, regulations and enforcement activities; future impairment charges; the impact of the Company’s organizational structure; the significant influence of certain of the Company’s stockholders over Company decisions; and the other risks and factors, including the risks listed under “Item 1A. Risk factors,” contained in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2018.

 

Non-GAAP financial measures

 

EVO Payments, Inc. has supplemented revenue, net income/(loss) and earnings per share information determined in accordance with GAAP by providing these and other measures on an adjusted basis in this release to assist with evaluating performance.   Such financial measures should not be considered as an alternative to GAAP revenue or net income/(loss), and such measures may not be comparable to those reported by other companies.  Management uses these adjusted financial performance measures for financial and operational decision making and as a means to evaluate period-to-period comparisons.  Management also uses these non-GAAP financial measures, together with other metrics, to set goals for and measure the performance of the business and to determine incentive compensation.  The Company believes that these adjusted measures provide useful information to investors about operating results and enhance the overall understanding of financial performance of the Company’s core business by presenting the Company’s results without giving effect to equity-based compensation, giving pro forma effect to the Company’s going forward effective tax rate following its Up-C reorganization, costs related to restructuring transactions, acquisition costs and other transitionary costs.  This release also contains information on various financial measures presented on a currency-neutral basis.  The Company believes these currency-neutral measures provide useful information to investors about the Company’s performance without taking into account fluctuations caused by currency exchange rates in the non-U.S. jurisdictions where the Company operates. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the schedules to this release.

About EVO Payments, Inc.

 

EVO Payments, Inc. (NASDAQ: EVOP) is a leading payment technology and services provider.  EVO offers an array of innovative, reliable, and secure payment solutions to merchants ranging from micro-enterprises to multinational companies and organizations across North America and Europe.  EVO supports all major card types in the markets it serves.  For more information, please visit www.evopayments.com.

 

EVO Payments, Inc.

Investor contact

Ed O’Hare, 770-709-7353

investor.relations@evopayments.com 

 

or

 

EVO Payments, Inc.

Media contact

Mark Nawrocki, 720-745-7711

Mark.nawrocki@evopayments.com 

 

 

 

 


 

EVO Payments, Inc.

Schedule 1 – Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

    

2018

 

2017

 

% change

 

2018

 

2017

    

% change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

140,891

 

$

123,899

 

14%

 

$

269,173

 

$

233,519

 

15%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and products, exclusive of depreciation and amortization
shown separately below

 

 

50,364

 

 

39,172

 

29%

 

 

94,878

 

 

75,823

 

25%

Selling, general and administrative

 

 

115,567

 

 

53,517

 

116%

 

 

175,180

 

 

104,537

 

68%

Depreciation and amortization

 

 

20,933

 

 

18,613

 

12%

 

 

40,820

 

 

35,673

 

14%

Total operating expenses

 

 

186,864

 

 

111,302

 

68%

 

 

310,878

 

 

216,033

 

44%

(Loss) income from operations

 

 

(45,973)

 

 

12,597

 

(465%)

 

 

(41,705)

 

 

17,486

 

(339%)

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

631

 

 

332

 

90%

 

 

1,115

 

 

638

 

75%

Interest expense

 

 

(21,560)

 

 

(15,579)

 

38%

 

 

(36,870)

 

 

(30,577)

 

21%

Income from investment in unconsolidated investees

 

 

246

 

 

438

 

(44%)

 

 

761

 

 

758

 

0%

Other expense, net

 

 

(2,620)

 

 

(116)

 

2158%

 

 

(3,174)

 

 

(174)

 

1724%

Total other expense

 

 

(23,303)

 

 

(14,925)

 

56%

 

 

(38,168)

 

 

(29,355)

 

30%

Loss before income taxes

 

 

(69,276)

 

 

(2,328)

 

2876%

 

 

(79,873)

 

 

(11,869)

 

573%

Income tax benefit (expense)

 

 

28,609

 

 

(5,543)

 

(616%)

 

 

24,181

 

 

(9,357)

 

(358%)

Net loss

 

 

(40,667)

 

 

(7,871)

 

417%

 

 

(55,692)

 

 

(21,226)

 

162%

Less: Net income attributable to non-controlling interests in consolidating entities

 

 

(17,026)

 

 

(1,603)

 

962%

 

 

(2,001)

 

 

(2,854)

 

(30%)

Net loss attributable to EVO Investco, LLC

 

 

 

 

$

(9,474)

 

 

 

 

 

 

$

(24,080)

 

 

Less: Net loss attributable to non-controlling interests in EVO Investco, LLC

 

 

74,406

 

 

N/A

 

 

 

 

74,406

 

 

N/A

 

 

Net income attributable to EVO, Inc.

 

$

16,713

 

 

N/A

 

 

 

$

16,713

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.97

 

 

N/A

 

 

 

$

0.97

 

 

N/A

 

 

Diluted

 

$

0.96

 

 

N/A

 

 

 

$

0.96

 

 

N/A

 

 

Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

17,293,355

 

 

N/A

 

 

 

 

17,293,355

 

 

N/A

 

 

Diluted

 

 

17,432,722

 

 

N/A

 

 

 

 

17,432,722

 

 

N/A

 

 

 


 

EVO Payments, Inc.

Schedule 2 – Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share and interest data)

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

    

2018

 

2017

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

207,177

 

$

205,142

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

 

 

 

 

 

 

 

Liabilities and shareholders'/members' equity (deficit):

 

 

 

 

 

 

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 interest

 

 

838,789

 

 

148,266

Shareholders' /members' deficit:

 

 

 

 

 

 

EVO Investco, LLC Units, Outstanding - 0 and 12,371 units at June 30, 2018 and December 31, 2017, respectively.

 

 

 —

 

 

135,166

Class A common stock (par value $0.0001), Authorized - 200,000,000 and 0 shares, Issued and Outstanding - 17,294,768 and 0 shares at June 30, 2018 and December 31, 2017, respectively.

 

 

 2

 

 

 -

Class B common stock (par value $0.0001), Authorized - 40,000,000 and 0 shares, Issued and Outstanding - 35,913,538 and 0 shares at June 30, 2018 and December 31, 2017, respectively.

 

 

 4

 

 

 —

Class C common stock (par value $0.0001), Authorized - 4,000,000 and 0 shares, Issued and Outstanding - 2,560,955 and 0 shares at June 30, 2018 and December 31, 2017, respectively.

 

 

 -

 

 

 -

Class D common stock (par value $0.0001), Authorized - 32,000,000 and 0 shares, Issued and Outstanding - 24,305,155 and 0 shares at June 30, 2018 and December 31, 2017, respectively.

 

 

 2

 

 

 —

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


 

EVO Payments, Inc.

Schedule 3 – Condensed Consolidated Statement of Cash Flows (unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

    2018

 

    2017

Cash flow from operating activities:

 

 

 

 

 

 

Net loss

 

$

(55,692)

 

$

(21,226)

Adjustments to reconcile net loss to net cash provided by

 

 

 

 

 

 

(used in) 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

 

 

9,232

 

 

(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

 

 

(4,971)

 

 

(12,316)

Accounts payable

 

 

(12,330)

 

 

771

Accrued expenses

 

 

7,864

 

 

4,236

Settlement processing funds, net

 

 

(8,646)

 

 

(38,015)

ISO reserves

 

 

(7)

 

 

(195)

Net cash provided by (used in) operating activities

 

 

15,084

 

 

(30,705)

Cash flow from investing activities:

 

 

 

 

 

 

Restricted cash

 

 

 -

 

 

125,000

Acquisition of a business, 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 flow 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 paid

 

 

(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 financing activities

 

 

48,989

 

 

48,579

Effect of exchange rate changes on cash and cash equivalents

 

 

(6,769)

 

 

9,007

Net increase in cash and cash equivalents

 

 

2,035

 

 

1,768

Cash and cash equivalents, beginning of period

 

 

205,142

 

 

203,324

Cash and cash equivalents, end of period

 

$

207,177

 

$

205,092

 


 

EVO Payments, Inc.

Schedule 4 – Reconciliation of GAAP to Non-GAAP measures (unaudited)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

    

2018

 

2017    

    

% change

 

2018

 

2017    

    

% change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

140,891

 

$

123,899

 

14%

 

$

269,173

 

$

233,519

 

15%

Currency impact1

 

 

 -

 

 

2,920

 

N/A

 

 

 -

 

 

12,296

 

N/A

Currency-neutral revenue

 

 

140,891

 

 

126,819

 

11%

 

 

269,173

 

 

245,815

 

10%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(40,667)

 

 

(7,871)

 

417%

 

 

(55,692)

 

 

(21,226)

 

162%

Net loss attributable to non-controlling interests

 

 

(17,026)

 

 

(1,603)

 

962%

 

 

(2,001)

 

 

(2,854)

 

(30%)

Income tax (benefit) expense

 

 

(28,609)

 

 

5,543

 

(616%)

 

 

(24,181)

 

 

9,357

 

(358%)

Interest expense, net

 

 

20,929

 

 

15,247

 

37%

 

 

35,755

 

 

29,939

 

19%

Depreciation and amortization

 

 

20,933

 

 

18,613

 

12%

 

 

40,820

 

 

35,673

 

14%

Share-based compensation2

 

 

51,263

 

 

 -

 

N/A

 

 

51,263

 

 

 -

 

N/A

Transition, acquisition and integration costs3

 

 

30,180

 

 

3,027

 

897%

 

 

19,673

 

 

5,500

 

258%

Adjusted EBITDA

 

 

37,003

 

 

32,956

 

12%

 

 

65,637

 

 

56,389

 

16%

Currency impact1

 

 

 -

 

 

684

 

N/A

 

 

 -

 

 

3,441

 

N/A

Currency-neutral adjusted EBITDA

 

$

37,003

 

$

33,640

 

10%

 

$

65,637

 

$

59,830

 

10%

 

1 Represents the impact of currency shifts by adjusting prior year results to current period average fx rates for the currencies in which EVO conducts operations. 

2 Represents $52.1 million of share-based compensation costs incurred with the completion of the initial public offering, less a $0.9 million non-controlling interest component.

3 For the three months ended June 30, 2018, earnings adjustments include $2.4 million of employee termination benefits, $2.0 million of debt extinguishment costs, and $10.0 million of transaction and acquisition related costs. Includes the net loss carryforward adjustment from EVO Investco, LLC of $15.8 million.

 For the three months ended June 30, 2017, earnings adjustments include $1.4 million of employee termination benefits and $1.6 million of transaction and acquisition related costs.

 For the six months ended June 30, 2018, earnings adjustments include $2.4 million of employee termination benefits, $4.0 million of a strategic advisory fee, and $13.3 million of transaction and acquisition related costs.

 For the six months ended June 30, 2017, earnings adjustments include $3.0 million of employee termination benefits and $2.5 million of transaction and acquisition related costs.

 

Adjusted EBITDA is a supplemental measure of the Company’s performance that is not required by, or presented in accordance with, GAAP.  Adjusted EBITDA is not a term defined under U.S. GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, adjusted EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

Adjusted EBITDA is included in this release because it is a key metric used by the Company’s management and board of directors to assess the Company’s financial performance. The presentation of adjusted EBITDA is intended to provide additional information to investors about the Company’s results of operations that management utilizes on an ongoing basis to assess the Company’s core operating performance.  Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in the industry.

Adjusted EBITDA is defined as income before provision for income taxes, net interest expense, and depreciation and amortization, excluding the additional items described in the reconciliation above. Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The calculation of adjusted EBITDA has limitations as an analytical tool, including: (a) it does not reflect the Company’s cash expenditures, or future requirements for capital expenditures or contractual commitments; (b) it does not reflect changes in, or cash requirements for, the Company’s working capital needs; (c) it does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on the Company’s indebtedness; (d) it does not reflect the Company’s tax expense or the cash requirements to pay the Company’s taxes; and (e) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements.


 

EVO Payments, Inc.

Schedule 5 – Segment information (unaudited)

(in thousands, except transactions in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

 

    2018

 

Adjustments1

 

    2018 Adjusted

 

    2017

 

Adjustments2

 

    2017 Adjusted

    

% change

Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

242.6

 

 

 

 

 

 

 

 

230.7

 

 

 

 

 

 

 

5%

Europe

 

 

528.7

 

 

 

 

 

 

 

 

425.9

 

 

 

 

 

 

 

24%

Total

 

 

771.3

 

 

 

 

 

 

 

 

656.6

 

 

 

 

 

 

 

17%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

79,825

 

$

 -

 

$

79,825

 

$

74,481

 

$

 -

 

$

74,481

 

7%

Europe

 

 

61,066

 

 

 -

 

 

61,066

 

 

49,418

 

 

 -

 

 

49,418

 

24%

Total

 

 

140,891

 

 

 -

 

 

140,891

 

 

123,899

 

 

 -

 

 

123,899

 

14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

21,774

 

 

5,598

 

 

27,372

 

 

21,912

 

 

1,258

 

 

23,170

 

18%

Europe

 

 

14,568

 

 

220

 

 

14,788

 

 

13,865

 

 

189

 

 

14,054

 

5%

Corporate and other

 

 

(29,520)

 

 

24,363

 

 

(5,157)

 

 

(5,849)

 

 

1,581

 

 

(4,268)

 

21%

Total

 

$

6,822

 

$

30,181

 

$

37,003

 

$

29,928

 

$

3,028

 

$

32,956

 

12%

 

1 For the three months ended June 30, 2018, North America segment earnings adjustments include $2.4 million of employee termination benefits and $3.2 million of transaction and acquisition related costs.

  Europe segment earnings adjustment includes $0.2 million of an acquisition related charge.

   Corporate and other adjustments include $2.0 million of debt extinguishment costs, $6.5 million of transaction and acquisition charges, and the net loss carryforward adjustment from EVO Investco, LLC of $15.8 million.

2 For the three months ended June 30, 2017, North America segment earnings adjustment includes $1.3 million of employee termination benefits.

 Europe segment earnings adjustment includes $0.2 million of employee termination benefits.

 Corporate adjustment includes $1.6 million of transaction and acquisition charges.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

    2018

 

Adjustments1

 

    2018 Adjusted

 

    2017

 

Adjustments2

 

    2017 Adjusted

    

% change

Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

464.2

 

 

 

 

 

 

 

 

445.0

 

 

 

 

 

 

 

4%

Europe

 

 

1,005.2

 

 

 

 

 

 

 

 

802.2

 

 

 

 

 

 

 

25%

Total

 

 

1,469.4

 

 

 

 

 

 

 

 

1,247.2

 

 

 

 

 

 

 

18%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

153,200

 

$

 -

 

$

153,200

 

$

141,914

 

$

 -

 

$

141,914

 

8%

Europe

 

 

115,973

 

 

 -

 

 

115,973

 

 

91,605

 

 

 -

 

 

91,605

 

27%

Total

 

 

269,173

 

 

 -

 

 

269,173

 

 

233,519

 

 

 -

 

 

233,519

 

15%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

42,652

 

 

5,729

 

 

48,381

 

 

35,637

 

 

2,763

 

 

38,400

 

26%

Europe

 

 

26,672

 

 

220

 

 

26,892

 

 

25,394

 

 

189

 

 

25,583

 

5%

Corporate and other

 

 

(23,360)

 

 

13,724

 

 

(9,636)

 

 

(10,142)

 

 

2,548

 

 

(7,594)

 

27%

Total

 

$

45,964

 

$

19,673

 

$

65,637

 

$

50,889

 

$

5,500

 

$

56,389

 

16%

 

1 For the six months ended June 30, 2018, North America segment earnings adjustments include $2.5 million of employee termination benefits and $3.2 million of transaction and acquisition related costs.

 Europe segment earnings adjustment includes $0.2 million of an acquisition related charge.

 Corporate and other adjustments include $2.0 million of debt extinguishment costs and $11.7 million of transaction and acquisition charges.

2 For the six months ended June 30, 2017, North America segment earnings adjustment includes $2.8 million of employee termination benefits.

 Europe segment earnings adjustment includes $0.2 million of employee termination benefits.

 Corporate adjustment includes $2.5 million of transaction and acquisition charges.

 

 


 

 

EVO Payments, Inc.

Schedule 6 – Pro forma adjusted net income (unaudited)

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

    

2018

 

    2017

    

% change

 

2018

 

    2017

    

% change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(40,667)

 

$

(7,871)

 

417%

 

$

(55,692)

 

$

(21,226)

 

162%

Net loss attributable to non-controlling interests

 

 

(17,026)

 

 

(1,603)

 

962%

 

 

(2,001)

 

 

(2,854)

 

(30%)

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(28,609)

 

 

5,543

 

(616%)

 

 

(24,181)

 

 

9,357

 

(358%)

Share-based compensation1

 

 

51,263

 

 

 -

 

N/A

 

 

51,263

 

 

 -

 

N/A

Transition, acquisition and integration costs2

 

 

37,428

 

 

3,027

 

1136%

 

 

26,921

 

 

5,500

 

389%

Acquisition intangible amortization3

 

 

11,094

 

 

11,067

 

0%

 

 

21,590

 

 

20,778

 

4%

Non-GAAP adjusted income before taxes

 

 

13,483

 

 

10,163

 

33%

 

 

17,900

 

 

11,555

 

55%

Pro forma taxes at effective tax rate4

 

 

(3,146)

 

 

(3,628)

 

(13%)

 

 

(4,176)

 

 

(4,125)

 

1%

Pro forma adjusted net income

 

$

10,337

 

$

6,535

 

58%

 

$

13,724

 

$

7,430

 

85%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjusted net income per share5

 

$

0.13

 

 

N/A

 

 

 

$

0.17

 

 

N/A

 

 

 

1 Represents $52.1 million of share-based compensation costs incurred with the completion of the initial public offering, less a $0.8 million non-controlling interest component.

2 Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits, other transition activities, $7.2 million of charges related to extinguishment of debt, and the net loss carryforward from EVO Investco, LLC of $15.8 million. 

See Schedule 4 for a more detailed description of these charges.

3 Represents amortization of intangible assets acquired through business combinations and other customer portfolio and related asset acquisitions.

4 Pro forma corporate income tax expense calculated using 23.3% and 35.7% for 2018 and 2017, respectively, based on blended federal and state tax rates and utilizing the Tax Reform Act for 2018 federal rates.

5 Uses adjusted shares outstanding including an additional 63.5 million Class B, C, D shares, unvested restricted units, and unvested options that are excluded from the GAAP diluted share count.


 

EVO Payments, Inc.

Schedule 7 – Financial outlook (unaudited)

(in millions, except per share)

 

 

 

 

 

 

 

2018 Outlook

    

2017 Actual

 

 

 

 

 

Revenue

 

$556 - $564

 

$ 505

 

 

 

 

 

GAAP net loss per share attributable to EVO

 

($0.71) - ($0.64)

 

N/A

Adjustments1

 

$1.15 - $1.16

 

N/A

Pro forma adjusted net income per share

 

$0.44 - $0.52

 

N/A

 

 

 

 

 

GAAP net loss attributable to EVO

 

($13) - ($11)

 

$ (40)

Adjustments1

 

$155 - $157

 

$ 168

Adjusted EBITDA

 

$142 - $146

 

$ 128

 

1 Represents estimated ranges for (a) acquisition and integration costs in connection with our acquisitions, charges related to employee termination benefits and other transition activities; (b) share-based compensation costs; (c) amortization of intangible assets acquired in business combinations and other customer portfolio and related asset acquisitions; and (d) adjustments to income tax expense/ (benefit) to reflect an effective corporate tax rate based on tax reform legislation. GAAP net income per share uses basic share counts and pro forma adjusted net income per share uses adjusted share counts as the denominator including an additional 63.5 million shares inclusive of Class B, C, D, unvested restricted units, and unvested options that are excluded from the GAAP diluted share count. Currency assumptions based on June 30, 2018 year-to-date actual rates and current spot rates forward from July through December.