The fair value of debt securities is estimated based on observable inputs through corroboration with market data at the measurement date, therefore classified as a Level 2 asset within the fair value hierarchy.
Interest rate swaps
The fair value of the Company's interest rate swaps are estimated using Level 2 inputs under the fair value hierarchy. Refer to Note 5 for additional information related to the derivative instruments.
Equity Securities
The fair value of the equity securities was calculated based on enterprise value to revenue multiples ranging from 0.4x to 8.3x, therefore classified as a Level 3 asset within the fair value hierarchy. During the nine-month period ended September 30, 2024, the Company sold equity securities with a carrying value of $5.5 million classified as Level 3 assets within the fair value hierarchy. In connection with this sale, the Company realized a gain of $2.5 million, recognized through other income, net. At September 30, 2024, the Company no longer holds equity securities classified as Level 3. The fair value of the equity securities was $3.0 million at December 31, 2023. At December 31, 2023, mutual funds classified as equity securities, were registered with the securities and exchange commission in Brazil and were broker traded and therefore classified as Level 2.
The following table presents the changes in equity securities classified as Level 3 assets:
Change in fair value of equity securities, recognized through Other income, net
2,521
Balance at September 30, 2024
$
—
There were no transfers in or out of Level 3 during the nine month period ended September 30, 2024 or September 30, 2023.
Equity Securities Measured at Net Asset Value (NAV)
At September 30, 2024, the Company holds mutual funds classified as equity securities on the Company's unaudited condensed consolidated balance sheet that are measured at fair value using the NAV per share, or its equivalent, as a practical expedient. Mutual funds consist of investments in venture capital strategies and start-ups with a focus on privately held technology companies. The NAV is based on the fair value of the underlying net assets owned by the mutual funds and the relative interest of each participating investor in the fair value of the underlying assets.
Financial assets and liabilities not measured at fair value
The following table presents the carrying value and estimated fair value for financial instruments at September 30, 2024 and December 31, 2023:
September 30, 2024
December 31, 2023
(In thousands)
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Financial liabilities:
2027 Term A Loan Facility
$
432,310
$
436,115
$
449,450
$
452,337
2030 Term B Loan Facility
$
522,408
$
540,675
$
521,240
$
539,325
The fair value of the term loans at September 30, 2024 and December 31, 2023 was obtained using prices provided by third party service providers. Their pricing is based on various inputs such as market quotes, recent trading activity in a non-active market or imputed prices. These inputs are considered Level 3 inputs under the fair value hierarchy. Also, the pricing may include the use of an algorithm that could take into account movements in the general high yield market, among other variants. The secured term loans are not accounted for at fair value in the balance sheet.
At September 30, 2024, redeemable noncontrolling interests ("RNCI") consist of interests in consolidated subsidiaries for which the Company has entered into separate option contracts by which the Company has the right to purchase the remaining non-controlling interests through a call option and the non-controlling interest holder has the right to sell the non-controlling interest to the Company through a put option. The following table summarizes the terms of the issued options:
Percentage of redeemable noncontrolling interest
Earliest exercise date
Formula of redemption value
Homie Do Brasil Informatica
40%
April 1, 2025
Variable multiple of gross sales dependent upon EBITDA margin and gross sales attained times percentage of ownership
Rosk Software S.A.
49%
March 15, 2025
Variable multiple of gross sales dependent upon EBITDA margin attained times percentage of ownership
Compliasset Software e Solucoes Digitais LTDA.
40%
March 15, 2026
Variable multiple of net sales dependent upon EBITDA margin attained plus net debt times percentage of ownership
Lote45 Participacoes S.A.
48%
January 1, 2027
Variable multiple of net sales dependent upon EBITDA margin attained plus net debt minus BRL$10.0 million times percentage of ownership
Given certain provisions within the option contracts, the Company has classified the RNCI as mezzanine equity on the Company's unaudited condensed consolidated balance sheets. RNCI are adjusted quarterly, if necessary, to their estimated redemption value. Adjustments to the redemption value impact stockholders' equity. The following table presents changes in RNCI:
(In thousands)
Redeemable noncontrolling interests
Balance at December 31, 2023
$
36,968
Net income attributable non-controlling interests
1,830
Adjustment of redeemable non-controlling interests to redemption value
695
Distributions from redeemable non-controlling interests
(294)
Foreign currency translation adjustments
572
Balance at September 30, 2024
$
39,771
Note 8 – Equity
Accumulated Other Comprehensive Income (Loss)
The following table provides a summary of the changes in the balances of accumulated other comprehensive income (loss) for the nine months ended September 30, 2024:
(In thousands)
Foreign Currency Translation Adjustments
Cash Flow Hedges
Unrealized Gains (Losses) on Debt Securities AFS
Total
Balance - December 31, 2023, net of tax
$
14,847
$
3,336
$
26
$
18,209
Other comprehensive loss before reclassifications
(75,473)
(1,939)
(4)
(77,416)
Effective portion reclassified to net income
—
(6,616)
—
(6,616)
Balance - September 30, 2024, net of tax
$
(60,626)
$
(5,219)
$
22
$
(65,823)
Share Repurchase
On March 6, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR”) with Bank of America, N.A. to repurchase an aggregate of $70 million of the Company’s common stock, par value $0.01 per share. In connection with
the launch of the ASR, on March 8, 2024, the Company paid Bank of America, N.A., an aggregate of $70 million and received approximately 1.5 million shares of the Company’s common stock.
On July 9, 2024, the Company completed the ASR transaction. In connection with the settlement of the ASR, the Company received 467,362 shares, in addition to the 1,516,793 shares received in March. No cash was exchanged as part of the settlement of the ASR. All of the shares received as part of the ASR were retired.
Note 9 – Share-based Compensation
Long-term Incentive Plan ("LTIP")
During the three months ended March 31, 2022, 2023 and 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors ("Board") approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2022 LTIP, 2023 LTIP and 2024 LTIP, respectively, all under the terms of the Company's 2022 Equity Incentive Plan. Under the LTIPs, the Company granted RSUs to eligible participants as time-based awards and/or performance-based awards.
The current portion of contract assets is recorded as part of prepaid expenses and other assets, and the long-term portion is included in other long-term assets in the unaudited condensed consolidated balance sheets.
Accounts receivable, net at September 30, 2024 amounted to $131.1 million. Contract liability and contract liability - long term at September 30, 2024 amounted to $23.0 million and $56.7 million, respectively, and may arise when consideration is received or due in advance from customers prior to performance. The contract liability is mainly comprised of upfront fees for implementation or set up activities, including fees charged in pre-production periods in connection with hosting services. During the three and nine months ended September 30, 2024, the Company recognized revenue of $6.2 million and $21.3 million, respectively, that was included in the contract liability at December 31, 2023. During the three and nine months ended September 30, 2023, the Company recognized revenue of $4.2 million and $12.9 million, respectively, that was included in the contract liability at December 31, 2022.
Transaction price allocated to the remaining performance obligations
The estimated aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at September 30, 2024 was $816.9 million, which is expected to be recognized over the next 1 to 6 years. This amount consists of minimums on certain master services agreements, professional service fees for implementation or set up activities related to managed services and maintenance services typically recognized over the life of the contract, and professional service fees for customizations or development of on-premise licensing agreements, which are recognized over time based on inputs relative to the total expected inputs to satisfy a performance obligation.
Note 11 – Current Expected Credit Losses
Allowance for Current Expected Credit Losses
Trade receivables from contracts with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant
industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following:
•Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their country.
•The Company has two main industry sectors: private and governmental. The private pool is comprised mainly of leading financial institutions, merchants and corporations, while the governmental pool is comprised of government agencies. The governmental customers possess different risk characteristics than private customers because although all invoices are due 30 days after issuance, governmental customers usually pay within 60 to 90 days after issuance (i.e., approximately 30 to 60 more days than private customers).
•The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.
The credit losses of the Company’s trade receivables have been low historically and most balances are collected within one year. Therefore, the Company determined that the expected loss rates should be calculated using the historical loss rates adjusted by macroeconomic factors. The historical rates are calculated for each of the aging categories used for pooling trade receivables. To determine the collected portion of each bucket, the collection time of each trade receivable is identified, to estimate the proportion of outstanding balances per aging bucket that ultimately will not be collected. This is used to determine the expectation of losses based on the history of uncollected trade receivables once the specific past due period is surpassed. The historical rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of customers to settle the receivables by applying a country risk premium as the forward-looking macroeconomic factor. Specific reserves are established for certain customers for which collection is doubtful.
Rollforward of the Allowance for Expected Current Credit Losses
The following table provides information about the allowance for expected current credit losses on trade receivables for the nine months ended September 30, 2024 and the year ended December 31, 2023
(In thousands)
September 30, 2024
December 31, 2023
Balance at beginning of period
$
4,010
$
2,159
Current period provision for expected credit losses
638
2,218
Write-offs
(1,816)
(384)
Recoveries of amounts previously written-off
1
17
Balance at end of period
$
2,833
$
4,010
The Company does not have a delinquency threshold for writing-off trade receivables. The Company has a formal process for the review and approval of write-offs.
Impairment losses on trade receivables are presented as net impairment losses within cost of revenue, exclusive of depreciation and amortization in the unaudited condensed consolidated statements of income and comprehensive income (loss). Subsequent recoveries of amounts previously written-off, when applicable, are credited against the allowance for expected current credit losses within accounts receivable, net on the unaudited condensed consolidated balance sheets.
Note 12 – Income Tax
The components of income tax expense for the three and nine months ended September 30, 2024 and 2023, respectively, consisted of the following:
The Company conducts operations in Puerto Rico, the United States, and certain countries in Latin America. As a result, the income tax expense includes the effect of taxes paid to the government of Puerto Rico as well as foreign jurisdictions. The following table presents the components of income tax expense for the three and nine months ended September 30, 2024 and 2023, and its segregation based on location of operations:
Three months ended September 30,
Nine months ended September 30,
(In thousands)
2024
2023
2024
2023
Current tax provision
Puerto Rico
$
1,575
$
1,851
$
3,905
$
5,626
United States
99
80
228
138
Foreign countries
6,984
6,235
19,242
15,273
Total current tax provision
$
8,658
$
8,166
$
23,375
$
21,037
Deferred tax benefit
Puerto Rico
$
(3,659)
$
(11,169)
$
(10,984)
$
(11,593)
United States
(2)
34
—
38
Foreign countries
(3,290)
(1,889)
(9,291)
(4,936)
Total deferred tax benefit
$
(6,951)
$
(13,024)
$
(20,275)
$
(16,491)
Taxes payable to foreign countries by EVERTEC’s subsidiaries is paid by such subsidiary and the corresponding liability and expense will be presented in EVERTEC’s consolidated financial statements.
As of September 30, 2024, the Company had $155.8 million of unremitted earnings from foreign subsidiaries, compared to $137.0 million as of December 31, 2023. The Company has not recognized a deferred tax liability on undistributed earnings for the Company’s foreign subsidiaries because these earnings are intended to be indefinitely reinvested.
As of September 30, 2024, the gross deferred tax asset amounted to $77.6 million and the gross deferred tax liability amounted to $84.5 million, compared to $65.4 million and $100.9 million, respectively, as of December 31, 2023. As of September 30, 2024, and December 31, 2023, there is a valuation allowance against the gross deferred tax asset of approximately $5.6 million and $4.6 million, respectively.
The Company estimates that it is reasonably possible that the liability for uncertain tax position created from acquisitions in foreign jurisdictions will decrease by approximately $2.7 million in the next 12 months as a result of the expiration of the statute of limitations.
Income tax expense differs from the amount computed by applying the Puerto Rico statutory income tax rate to the income before income taxes as a result of the following:
Nine months ended September 30,
(In thousands)
2024
2023
Computed income tax at statutory rates
$
28,954
$
27,231
Differences in tax rates due to multiple jurisdictions
3,832
3,034
Effect of income subject to tax-exemption grant
(28,926)
(24,697)
Unrecognized tax expense
(1,098)
103
Excess tax benefits on share-based compensation
(494)
11
Tax credits for research and development activities
—
(884)
Other, net
832
(252)
Income tax expense
$
3,100
$
4,546
Note 13 – Net Income Per Common Share
The reconciliation of the numerator and the denominator of net income per common share is as follows:
Net income available to EVERTEC, Inc.’s common shareholders
$
24,678
$
10,036
$
72,558
$
68,243
Weighted average common shares outstanding
63,944,132
64,648,542
64,512,868
64,886,551
Weighted average potential dilutive common shares (1)
774,997
1,130,717
804,080
819,045
Weighted average common shares outstanding - assuming dilution
64,719,129
65,779,259
65,316,948
65,705,596
Net income per common share - basic
$
0.39
$
0.16
$
1.12
$
1.05
Net income per common share - diluted
$
0.38
$
0.15
$
1.11
$
1.04
(1)Potential common shares consist of common stock issuable under RSUs awards using the treasury stock method.
On February 15, 2024, April 18, 2024 and July 18, 2024, respectively the Company's Board declared quarterly cash dividends of $0.05 per share of common stock, which was paid on March 15, 2024, June 7, 2024 and September 6, 2024, respectively to stockholders' of record on February 27, 2024, April 29, 2024 and July 29, 2024, respectively.
Note 14 – Commitments and Contingencies
EVERTEC is a defendant in a number of legal proceedings arising in the ordinary course of business. Based on the opinion of legal counsel and other factors, management believes that the final disposition of these matters will not have a material adverse effect on the business, results of operations, financial condition, or cash flows of the Company. The Company has identified certain claims in which a loss may be incurred, but in the aggregate the loss would be inconsequential. For other claims, where the proceedings are in an initial phase, the Company is unable to estimate the range of possible loss, if any, but at this time, management believes that any loss related to such claims will not be material.
Note 15 – Segment Information
The Company operates in four business segments: Payment Services - Puerto Rico & Caribbean, Latin America Payments and Solutions, Merchant Acquiring, and Business Solutions.
The Payment Services - Puerto Rico & Caribbean segment revenues are composed of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and point of sale ("POS") transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.
The Latin America Payments and Solutions segment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services. Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature and digital collection; and (b) outsourcing of mission critical IT services. Revenues are based on monthly fixed fees and, in several cases, variable fees based on usage.
The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.
The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.
In addition to the four operating segments described above, management identified certain functional cost areas that operate independently and do not constitute businesses in themselves. These areas could neither be concluded as operating segments nor could they be combined with any other operating segments. Therefore, these areas are aggregated and presented within the “Corporate and Other” category in the financial statements alongside the operating segments. The Corporate and Other category consists of corporate overhead expenses, intersegment eliminations, certain leveraged activities and other non-operating and miscellaneous expenses that are not included in the operating segments. The overhead and leveraged costs relate to activities such as:
•marketing,
•corporate finance and accounting,
•human resources,
•legal,
•risk management functions,
•internal audit,
•corporate debt related costs,
•non-operating depreciation and amortization expenses generated as a result of merger and acquisition activity,
•intersegment revenues and expenses, and
•other non-recurring fees and expenses that are not considered when management evaluates financial performance at a segment level
The Chief Operating Decision Maker ("CODM") reviews the operating segments separate financial information to assess performance and to allocate resources. Management evaluates the operating results of each of its operating segments based upon revenues and Adjusted EBITDA. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Adjusted EBITDA, as it relates to operating segments, is presented in conformity with ASC Topic 280, Segment Reporting, given that it is reported to the CODM for purposes of allocating resources. Segment asset disclosure is not used by the CODM
as a measure of segment performance since the segment evaluation is driven by revenues and Adjusted EBITDA. As such, segment assets are not disclosed in the notes to the unaudited condensed consolidated financial statements.
The following tables set forth information about the Company’s operations by its four business segments for the periods indicated:
Three Months Ended September 30, 2024
(In thousands)
Payment Services - Puerto Rico & Caribbean
Latin America Payments and Solutions
Merchant Acquiring, net
Business Solutions
Corporate and Other(1)
Total
Revenues
$
52,755
$
76,029
$
45,437
$
61,103
$
(23,529)
$
211,795
Operating costs and expenses
33,144
70,857
29,231
42,347
(5,325)
170,254
Depreciation and amortization
7,599
14,152
1,217
5,614
5,078
33,660
Non-operating income (expenses)
149
(482)
—
166
543
376
EBITDA
27,359
18,842
17,423
24,536
(12,583)
75,577
Compensation and benefits (2)
758
1,349
775
928
3,785
7,595
Transaction, refinancing and other (3)
296
(627)
29
40
3,367
3,105
Loss (gain) on foreign currency remeasurement (4)
(61)
1,176
—
—
(3)
1,112
Adjusted EBITDA
$
28,352
$
20,740
$
18,227
$
25,504
$
(5,434)
$
87,389
(1)Corporate and Other consists of corporate overhead, certain leveraged activities, other non-operating expenses and intersegment eliminations. Intersegment revenue eliminations predominantly reflect the $14.4 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction-processing of $5.5 million from Latin America Payments and Solutions to both Payment Services- Puerto Rico & Caribbean and Business Solutions, and transaction-processing and monitoring fees of $3.7 million from Payment Services - Puerto Rico & Caribbean to Latin America Payments and Solutions.
(2)Primarily represents share-based compensation and severance payments.
(3)Primarily represents fees and expenses associated with corporate transactions as defined in the Credit Agreement and the elimination of unrealized earnings from equity investments, net of dividends received.
(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.
Note 16 – Supplemental Statement of Cash Flows Information
Supplemental statement of cash flows information is as follows:
Nine months ended September 30,
(In thousands)
2024
2023
Supplemental disclosure of cash flow information:
Cash paid for interest
55,024
16,737
Cash paid for income taxes
17,917
29,692
Supplemental disclosure of non-cash activities:
Payable due to vendor related to equipment and software acquired
5,129
4,207
Right-of-use assets obtained in exchange for operating lease liabilities
2,925
—
Non-cash investing activities
Capital contribution in-kind to investment in equity investee
6,000
Trade-in of equipment
2,193
—
Non-cash financing activities
Payable due to vendor related to licenses acquired
—
7,911
Reconciliation of cash, cash equivalents, restricted cash and cash included in settlement assets as presented on the cash flow statement was as follows:
September 30,
(In thousands)
2024
2023
Cash and cash equivalents
275,359
177,821
Restricted cash
25,663
$
20,607
Cash and cash equivalents included in settlement assets
25,260
17,118
Cash, cash equivalents, restricted cash and cash included in settlement assets
326,282
215,546
Note 17 – Subsequent Events
On October 17, 2024, the Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on December 6, 2024 to stockholders of record as of the close of business on October 28, 2024. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.
During October 2024 the Company received formal approval from the government of Puerto Rico for research and development tax credits claimed pertaining to taxable years 2018 and 2019. Subsequent to this approval the Company sold these credits realizing a gain of $8.9 million.
On October 31, 2024, the Company signed and closed an agreement to acquire 100% of the share capital of Grandata, Inc (" Grandata"). Grandata is a data analytics company operating in Mexico that specializes in leveraging behavioral data to provide
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and nine months ended September 30, 2024 and 2023 and (ii) the financial condition as of September 30, 2024. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K as filed with the SEC on February 29, 2024 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.
Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “our Company” and “the Company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis and, (b) the term “EVERTEC Group” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis. EVERTEC Inc.’s subsidiaries include Holdings, EVERTEC Group; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Tecnopago España SL; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A.; EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A. (“EVERTEC CR”); Zunify Payments Ltda; EVERTEC Guatemala, S.A.; Evertec Colombia, SA;, EVERTEC USA, LLC; OPG Technology Corp.; Evertec Placetopay, SAS ("PlacetoPay"); BBR Chile, SpA and BBR Perú, S.A.C.,(collectively "BBR"); Paysmart Pagamentos Eletronicos Ltda, Issuer Holding Ltda. and Issuer Instituição de Pagamentos Ltda (collectively "paySmart"); EVERTEC México Servicios de Procesamiento, S.A. de C.V.; Sinqia S.A.,Torq. Inovação Digital Ltda, Sinqia Tecnologia Ltda., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"). Neither EVERTEC nor EVERTEC Intermediate Holdings, LLC conducts any operations other than with respect to its indirect or direct ownership of EVERTEC Group.
Executive Summary
EVERTEC is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico, and the Caribbean, providing a broad range of merchant acquiring, payment services and business solutions. According to the September 2022 Nilson Report, we are one of the largest merchant acquirers in Latin America based on total number of transactions and we believe we are the largest merchant acquirer in the Caribbean. We operate across 26 countries out of 20 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading personal identification number (“PIN”) debit networks in Latin America. We process over six billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and a comprehensive suite of services for core banking, cash processing, and fulfillment in Puerto Rico. Additionally, we offer technology outsourcing and payment transactions fraud monitoring to all the regions we serve. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin America region.
We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction-processing services from a single source across numerous channels and geographic markets. We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, win new customers, develop new sales channels, and enter new markets. We believe these competitive advantages include:
•Our ability to provide competitive products;
•Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors;
•Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and
•Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or payment services).
Our broad suite of services spans the entire transaction-processing value chain and includes a range of front-end customer-facing solutions such as the electronic capture and authorization of transactions at the point-of-sale for both card present transactions and card not present transactions, as well as back-end support services such as the clearing and settlement of transactions and account reconciliation for card issuers. These include: (i) merchant acquiring services, which enable POS and
e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and EBT cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, automated teller machines (“ATM”) and EBT card programs; and (iii) business process management solutions, which provide “mission-critical” technology solutions such as core bank processing, as well as IT outsourcing and cash management services to financial institutions, corporations and governments. We provide these services through scalable, end-to-end technology platforms that we manage and operate in-house and that generate significant operating efficiencies that enable us to maximize profitability.
We sell and distribute our services primarily through a proprietary direct sales force with established customer relationships. We continue to pursue joint ventures and merchant acquiring alliances. We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the services we provide. In addition, we generally enter into multi-year contracts with our customers. We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures.
2024 Developments
On March 4, 2024, the Board of Directors (the “Board”) of Evertec approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to an aggregate of $220 million worth of shares of the Company’s common stock, par value $0.01 per share, by December 31, 2025. Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions.
On March 6, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR”) with Bank of America, N.A. to repurchase an aggregate of $70 million of the Company’s common stock, par value $0.01 per share, which was completed on July 9, 2024. The Company received a total of 1,984,155 shares in connection with this transaction. All of the shares received as part of the ASR were retired.
Factors and Trends Affecting the Results of Our Operations
The ongoing migration from cash and paper methods of payment to electronic payments continues to benefit the transaction- processing industry globally. We continue to believe that the penetration of electronic payments in the markets in which we operate is significantly lower relative to the U.S. market, which, together with the ongoing shift from cash and paper methods of payment to electronic payments will continue to generate growth opportunities for our business. For example, currently the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Puerto Rico and other Latin America regions. We also benefit from the outsourcing of technology systems and processes trend for financial institutions and government. Many medium- and small-size institutions in the Latin America markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.
In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The markets in which we operate, particularly Latin America and the Caribbean, continue to grow and consumer preference is driving an increase for electronic payments usage. Latin America is one of the fastest-growing mobile markets globally, with a growing base of tech-savvy customers that demonstrate a preference for credit cards, digital wallets, contactless payments, and other value-added offerings. The region's fintech sector is driving change via new contactless payment technology, which is becoming a popular alternative to cash payments. We continue to believe that the attractive characteristics of our markets and our position across multiple services and sectors will continue to drive growth and profitability in our businesses.
Our payment businesses also generally experience moderate increased activity during the traditional holiday shopping periods and around other nationally recognized holidays, which follow consumer spending patterns.
Finally, our financial condition and results of operations are, in part, dependent on the economic and general conditions of the geographies in which we operate. Rising interest rates, inflationary pressures, foreign currency fluctuations and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.
On September 30, 2010, EVERTEC Group entered into a 15-year MSA, and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement"). The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company's largest customer and for the nine months ended September 30, 2024 approximately 31% of our revenues were generated from this relationship.
Results of Operations
Comparison of the three months ended September 30, 2024 and 2023
Three months ended September 30,
In thousands
2024
2023
Variance
Revenues
$
211,795
$
173,198
$
38,597
22
%
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization
102,497
81,280
21,217
26
%
Selling, general and administrative expenses
34,097
30,437
3,660
12
%
Depreciation and amortization
33,660
21,919
11,741
54
%
Total operating costs and expenses
170,254
133,636
36,618
27
%
Income from operations
$
41,541
$
39,562
$
1,979
5
%
Revenues
Total revenue for the three months ended September 30, 2024 was $211.8 million, an increase of 22% compared with $173.2 million in the prior year period, reflecting organic growth across all of the Company's segments as well as the contribution from the Sinqia acquisition completed in the fourth quarter of 2023. Merchant acquiring revenue benefited from an improvement in spread and sales volume growth. Payments Puerto Rico revenue reflected continued growth in ATH Movil Business and increased transaction volumes. Latin America revenue benefited from the Sinqia acquisition contribution as well as continued organic growth across the region. Latin America revenue also benefited from better than expected volumes in our GetNet Chile relationship, which resulted in the recognition of a one-time incremental $1.8 million in revenue, compared with the one-time $6.3 million recognized in the prior year period. Business Solutions revenue reflected increases from completed projects, primarily for Popular.
Cost of Revenues
Cost of revenues, exclusive of depreciation and amortization, for the three months ended September 30, 2024 amounted to $102.5 million, an increase of $21.2 million or 26% when compared to the same period in the prior year. This increase was primarily related to the increase in personnel costs, mostly due to the addition of Sinqia headcount, as well as an increase in cloud services and professional fees.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended September 30, 2024 amounted to $34.1 million, an increase of $3.7 million or 12% when compared to the same period in the prior year. This increase was mainly driven by an increase in personnel costs, primarily related to the addition of Sinqia headcount and an increase in equipment expenses, partially offset by lower professional fees.
Depreciation and amortization expense for the three months ended September 30, 2024 amounted to $33.7 million, an increase of $11.7 million or 54% when compared to the same period in the prior year. This increase was primarily driven by an increase in amortization of intangible assets created in connection with the Sinqia acquisition.
Non-Operating Expenses
Three months ended September 30,
In thousands
2024
2023
Variance
Interest income
$
3,696
$
1,926
$
1,770
92
%
Interest expense
(18,704)
(5,709)
(12,995)
228
%
Loss on foreign currency remeasurement
(1,112)
(2,806)
1,694
(60)
%
Loss on foreign currency swap
—
(29,225)
29,225
(100)
%
Earnings from equity method investments
1,099
1,197
(98)
(8)
%
Other income, net
389
153
236
154
%
Total non-operating expenses
$
(14,632)
$
(34,464)
$
19,832
(58)
%
Non-operating expenses for the three months ended September 30, 2024 decreased by $19.8 million to $14.6 million when compared to the same period in the prior year. The decrease was mainly related to the impact in the prior year of the loss on foreign currency swap of $29.2 million, an increase in interest income of $1.8 million and a decrease in foreign currency remeasurement loss of $1.7 million. This impact was partially offset by an increase in interest expense resulting from the incremental debt raised to finance the Sinqia acquisition.
Income Tax Expense
Three months ended September 30,
In thousands
2024
2023
Variance
Income tax expense (benefit)
$
1,707
$
(4,858)
$
6,565
(135)
%
Income tax expense for the three months ended September 30, 2024 amounted to $1.7 million, compared to an income tax benefit in the prior year quarter of $4.9 million. The effective tax rate for the period was 6.3%, compared with (95.3%) in the comparable 2023 period. The increase in the effective tax rate was primarily driven by the foreign currency hedge loss of $29.2 million in the prior year, which created a deferred tax benefit of $10.9 million, treated as a discrete item, partially offset by the impact of higher interest expense resulting from the incremental debt raised as part of the Sinqia acquisition.
Comparison of the nine months ended September 30, 2024 and 2023
Nine months ended September 30,
In thousands
2024
2023
Variance
Revenues
$
629,091
$
500,088
$
129,003
26
%
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization
302,426
238,149
64,277
27
%
Selling, general and administrative expenses
107,910
83,834
24,076
29
%
Depreciation and amortization
101,051
63,680
37,371
59
%
Total operating costs and expenses
511,387
385,663
125,724
33
%
Income from operations
$
117,704
$
114,425
$
3,279
3
%
Revenues
Total revenues for the nine months ended September 30, 2024 was $629.1 million, an increase of 26% compared with $500.1 million in the same period in the prior year. The revenue increase was primarily driven by the same factors explained above for the quarter in addition to growth across several lines of business in the Business Solutions segment.
Cost of revenues for nine months ended September 30, 2024 amounted to $302.4 million, an increase of $64.3 million or 27% when compared to the same period in the prior year. The increase during the nine month period was primarily driven by the same factors explained above for the quarter as well as an increase in costs of sales in connection with the increase in revenues from Business Solutions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for nine months ended September 30, 2024 amounted to $107.9 million, an increase of $24.1 million or 29% when compared to the same period in the prior year. This increase was mainly driven by the same factors explained above for the quarter as well as an increase in equipment expenses partially offset by lower professional fees.
Depreciation and Amortization
Depreciation and amortization expense for the nine months ended September 30, 2024 amounted to $101.1 million, an increase of $37.4 million or 59% when compared to the same period in the prior year. This increase was primarily driven by the same factors explained above for the quarter as well as amortization expense for intangibles created as part of the paySmart acquisition and an increase in software amortization for internally developed software.
Non-Operating Expenses
Nine months ended September 30,
In thousands
2024
2023
Variance
Interest income
10,274
5,162
$
5,112
99
%
Interest expense
(57,352)
(16,992)
(40,360)
238
%
Loss on foreign currency remeasurement
(3,164)
(7,337)
4,173
(57)
%
Loss on foreign currency swap
—
(29,225)
29,225
(100)
%
Earnings of equity method investment
3,266
3,828
(562)
(15)
%
Other income, net
6,484
2,754
3,730
135
%
Total non-operating expenses
$
(40,492)
$
(41,810)
$
1,318
(3)
%
Non-operating expenses for the nine months ended September 30, 2024 decreased by $1.3 million to $40.5 million when compared to the same period in the prior year. The decrease was mainly related to the loss on foreign currency swap in the prior year of $29.2 million, an increase in interest income of $5.1 million, a decrease in foreign currency losses from remeasurement of $4.2 million and an increase in other income of $3.7 million mainly related to gain on the sale of equity securities, partially offset by an increase of $40.4 million in interest expense resulting from the incremental debt raised to finance the Sinqia acquisition.
Income Tax Expense
Nine months ended September 30,
In thousands
2024
2023
Variance
Income tax expense
$
3,100
$
4,546
$
(1,446)
(32)
%
Income tax expense for the nine months ended September 30, 2024 amounted to $3.1 million relatively flat when compared to the same period in the prior year. The effective tax rate for the period was 4.0%, compared with 6.3% in the comparable 2023 period. The decrease in the effective tax rate is driven by the higher interest expense resulting from the incremental debt raised as part of the Sinqia acquisition, coupled with the reversal of a potential liability for uncertain tax positions as a result of the expiration of the statute of limitation, partially offset by the foreign currency hedge loss of $29.2 million in the prior year, which created a deferred tax benefit of $10.9 million.
The Company operates in four business segments: Payment Services - Puerto Rico & Caribbean, Latin America Payments and Solutions, Merchant Acquiring, and Business Solutions.
The Payment Services - Puerto Rico & Caribbean segment revenues are composed of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.
The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services. Solution revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature and digital collection; and (b) outsourcing of mission critical IT services. Revenues are based on monthly fixed fees and, in several cases, variable fees based on usage.
The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.
The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.
In addition to the four operating segments described above, management identified certain functional cost areas that operate independently and do not constitute businesses in themselves. These areas could neither be concluded as operating segments nor could they be combined with any other operating segments. Therefore, these areas are aggregated and presented within the “Corporate and Other” category in the financial statements alongside the operating segments. The Corporate and Other category consists of corporate overhead expenses, intersegment eliminations, certain leveraged activities and other non-operating and miscellaneous expenses that are not included in the operating segments. The overhead and leveraged costs relate to activities such as:
•non-operating depreciation and amortization expenses generated as a result of merger and acquisition activity,
•intersegment revenues and expenses, and
•other non-recurring fees and expenses that are not considered when management evaluates financial performance at a segment level
The Chief Operating Decision Maker ("CODM") reviews the operating segments separate financial information to assess performance and to allocate resources. Management evaluates the operating results of each of its operating segments based upon revenues and Adjusted EBITDA. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Adjusted EBITDA, as it relates to operating segments, is presented in conformity with ASC Topic 280, Segment Reporting, given that it is reported to the CODM for purposes of allocating resources. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by revenues and Adjusted EBITDA. As such, segment assets are not disclosed in the notes to the unaudited condensed consolidated financial statements.
The following tables set forth information about the Company’s operations by its four business segments for the periods indicated below.
Comparison of the three months ended September 30, 2024 and 2023
Payment Services - Puerto Rico & Caribbean
Three months ended September 30,
In thousands
2024
2023
Revenues
$52,755
$51,600
Adjusted EBITDA
28,352
30,356
Adjusted EBITDA Margin
53.7
%
58.8
%
Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended September 30, 2024 increased by $1.2 million to $52.8 million when compared to the same period in the prior year. The increase in revenues was primarily driven by continued growth from ATH Movil, primarily ATH Business, as well as increase in POS transactions partially offset by lower issuing services revenue, mainly driven by lower active accounts. Adjusted EBITDA decreased by $2.0 million to $28.4 million. This decrease was primarily driven by the prior year recovery of previously recorded operational losses, and the impact from lower transactions being processed for Latin America.
Latin America Payments and Solutions
Three months ended September 30,
In thousands
2024
2023
Revenues
$76,029
$46,155
Adjusted EBITDA
20,740
17,492
Adjusted EBITDA Margin
27.3
%
37.9
%
Latin America Payments and Solutions segment revenues for the three months ended September 30, 2024 increased by $29.9 million to $76.0 million when compared to the same period in the prior year. Revenues benefited from the Sinqia acquisition contribution as well as continued organic growth across the region. The segment also benefited from better than expected volumes in our GetNet Chile relationship which resulted in the recognition of a one-time incremental $1.8 million in revenue, compared with the one-time $6.3 million recognized during prior year. Adjusted EBITDA increased by $3.2 million when compared to the same period in the prior year driven by the impact from the Sinqia acquisition, which contributes at a lower margin partially offset by the impact of the one-time $6.3 million adjustment for GetNet Chile in the prior year, compared with the one-time $1.8 million in the current year, which is 100% accretive to margin.
Merchant Acquiring segment revenues for the three months ended September 30, 2024 increased by $4.9 million to $45.4 million when compared to the same period in the prior year. The revenue increase was primarily driven by an improvement in spread and sales volume growth. Adjusted EBITDA increased by $2.9 million to $18.2 million driven by the increase in revenues partially offset by higher processing costs from the Payment Services - Puerto Rico & Caribbean segment, an increase in the costs associated with the revenue sharing agreements and an increase in operational losses.
Business Solutions
Three months ended September 30,
In thousands
2024
2023
Revenues
$61,103
$56,522
Adjusted EBITDA
25,504
21,122
Adjusted EBITDA Margin
41.7
%
37.4
%
Business Solutions segment revenues for the three months ended September 30, 2024 increased by $4.6 million to $61.1 million as compared to the prior year period. This increase was primarily driven by completed projects, mainly for Popular. Adjusted EBITDA increased by $4.4 million to $25.5 million as compared to the prior year period primarily driven by the higher revenues partially offset by higher programming and equipment expenses.
Comparison of the nine months ended September 30, 2024 and 2023
Payment Services - Puerto Rico & Caribbean
Nine months ended September 30,
In thousands
2024
2023
Revenues
$159,985
$150,824
Adjusted EBITDA
90,062
87,415
Adjusted EBITDA Margin
56.3
%
58.0
%
Payment Services - Puerto Rico & Caribbean segment revenues for the nine months ended September 30, 2024 increased by $9.2 million to $160.0 million when compared to the same period in the prior year. The revenue increase was primarily related to the same drivers described for the quarter in addition to increases in transaction-processing and monitoring services provided to the Latin America Payments and Solutions segment. Adjusted EBITDA increased by $2.6 million to $90.1 million. This increase was primarily driven by the same factors explained above for the quarter as well as higher professional services.
Latin America Payments and Solutions
Nine months ended September 30,
In thousands
2024
2023
Revenues
$224,914
$120,548
Adjusted EBITDA
54,537
41,907
Adjusted EBITDA Margin
24.2
%
34.8
%
Latin America Payments and Solutions segment revenues for the nine months ended September 30, 2024 increased by $104.4 million to $224.9 million when compared to the same period in the prior year. The revenue increase was primarily related to the same drivers described for the quarter and the revenue contribution from the paySmart acquisition completed in the first quarter of 2024. Adjusted EBITDA increased by $12.6 million when compared to the same period in the prior year driven by the same factors explained above for the quarter.
Merchant Acquiring segment revenues for the nine months ended September 30, 2024 increased by $11.7 million to $133.9 million when compared to the same period in the prior year. The revenue increase was primarily related to the same drivers described for the quarter. Adjusted EBITDA increased by $6.1 million as compared to the prior year period driven by the same factors explained above for the quarter.
Business Solutions
Nine months ended September 30,
In thousands
2024
2023
Revenues
$181,567
$169,188
Adjusted EBITDA
78,312
66,864
Adjusted EBITDA Margin
43.1
%
39.5
%
Business Solutions segment revenues for the nine months ended September 30, 2024 increased by $12.4 million to $181.6 million as compared to the prior year period. This increase was primarily driven by the same factors described for the quarter. Adjusted EBITDA increased by $11.4 million to $78.3 million as compared to the prior year period. This increase was primarily driven by the higher revenues partially offset by higher cost of sale and professional services.
Liquidity and Capital Resources
As of September 30, 2024, there were no material changes to our primary short-term and long-term requirements for liquidity and capital resources as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. We also have a $200.0 million Revolving Facility, of which $194.0 million was available for borrowing as of September 30, 2024. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.
As of September 30, 2024, we had cash and cash equivalents of $275.4 million, of which $214.0 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.
Our primary use of cash is for operating expenses, working capital requirements, capital expenditures, acquisitions, dividend payments, share repurchases, debt service, and other transactions as opportunities present themselves.
Based on our current level of operations, we believe our existing cash flows from operations and the available secured Revolving Facility will be adequate to meet our liquidity needs for at least the next twelve months from the date of this Report. However, our ability to fund future operating expenses, dividend payments, capital expenditures, mergers and acquisitions, and our ability to make scheduled payments of interest, to pay principal on or refinance our indebtedness and to satisfy any other of our present or future debt obligations will depend on our future operating performance, which may be affected by general economic, financial and other factors beyond our control.
Effect of foreign exchange rate on cash, cash equivalents and restricted cash
(6,596)
10,716
Net decrease in cash, cash equivalents and restricted cash
$
(17,442)
$
(111)
Net cash provided by operating activities for the nine months ended September 30, 2024 was $184.9 million compared to $158.3 million for the same period in the prior year, an increase of $26.6 million as the Company continues to effectively manage working capital and benefits from cash generated at Sinqia.
Net cash used in investing activities for the nine months ended September 30, 2024 was $65.5 million compared to $105.4 million for the same period in the prior year, this decrease was primarily related to the acquisition of Paysmart completed in the first quarter of the prior year for $22.9 million and the purchase of equity securities in connection with the Sinqia transaction amounting to $26.5 million in the prior year, partially offset by an increase in additions to software and purchases of property, plant and equipment of $19.2 million and the proceeds from the sale of equity securities of $6.1 million.
Net cash used in financing activities for the nine months ended September 30, 2024 was $130.3 million compared to $63.7 million for the same period in the prior year. The increase in cash used in financing activities was primarily driven by an increase in share repurchases of $58.7 million including the impact of the ASR, cash used to pay down other financing agreements of $7.0 million, a $4.0 million increase in withholding taxes paid on share-based compensation and $3.7 million paid in other financing activities partially offset by cash used to pay down the Revolving Facility for $14.0 million in the prior year.
Capital Resources
Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the nine months ended September 30, 2024 and 2023, we invested approximately $69.8 million and $50.6 million in our capital resources, respectively. Generally, we fund capital expenditures with cash generated from operations and, if necessary, borrowings under our Revolving Facility.
Dividend Payments
On February 15, 2024, April 18, 2024 and July 18, 2024, respectively, the Board declared quarterly cash dividends of $0.05 per share of common stock, which were paid on March 15, 2024, June 7, 2024 and September 6, 2024 to stockholders of record as of the close of business on February 27, 2024, April 29, 2024 and July 29, 2024.
On October 17, 2024, our Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on December 6, 2024 to stockholders of record as of the close of business on October 28, 2024. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.
Financial Obligations
Secured Credit Facilities
On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for (i) a $415.0 million term loan A facility that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027. On October 30, 2023, Evertec, EVERTEC Group and other Loan Parties (as defined in the Existing Credit Agreement) party thereto, entered into a first amendment (the “Amendment”) to the credit agreement, dated as of December 1, 2022 (the “Existing Credit Agreement,” and as amended by the Amendment, the “Amended Credit Agreement”), with a syndicate of lenders and Truist, as administrative agent and collateral agent. Under the Amended Credit Agreement, a syndicate of financial institutions and other lenders provided (i) additional term loan A commitments in the amount of $60.0 million and (ii) a new
tranche of term loan B commitments in the amount of $600.0 million (the “TLB Facility,” and together with the Incremental TLA Facility, the “Facilities”). The $600.0 million term loan B facility matures on October 30, 2030. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA facility and TLB facility. In the fourth quarter of 2023, the Company prepaid $60 million of the outstanding balance on TLB facility.
At September 30, 2024, the unpaid principal balance of the TLA Facility and TLB Facility were $435.6 million and $540.0 million, respectively. The additional borrowing capacity for the Revolving Facility at September 30, 2024 was $194.0 million, considering letters of credit issued. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
Deferred consideration from Business Combinations
As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At September 30, 2024 and December 31, 2023, the unpaid principal balance of these agreements amounted to $11.4 million and $19.5 million, respectively. Obligations bear interest at rates ranging from 2% to 12% with maturities ranging from October 2024 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Notes Payable
In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of September 30, 2024, the outstanding principal balance of the note payable on a discounted basis was $7.1 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Interest Rate Swaps
As of September 30, 2024, the Company has four interest rate swap agreements, which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying condensed consolidated statements of income and comprehensive income (loss).
Swap Agreement
Effective date
Maturity Date
Notional Amount
Variable Rate
Fixed Rate
2018 Swap
April 2020
November 2024
$250 million
1-month SOFR
2.929%
2023 Swap
November 2024
December 2027
$250 million
1-month SOFR
3.375%
2024 Swap
March 2024
October 2027
$150 million
1-month SOFR
4.182%
2024 Swap
March 2024
October 2027
$150 million
1-month SOFR
4.172%
As of September 30, 2024, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset of $0.7 million and a liability of $9.0 million. As of December 31, 2023, the carrying amount of the derivatives included on the Company's consolidated balance sheet was an asset of $4.4 million and a liability of $0.9 million. The fair value of these derivatives is estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8 to the Unaudited Condensed Consolidated Financial Statements for disclosure of gains (losses) recorded on cash flow hedging activities.
During the three and nine months ended September 30, 2024 the Company reclassified gains of $2.5 million and $6.6 million, respectively, from accumulated other comprehensive income (loss) into interest expense compared to gains of $1.6 million and $4.0 million, respectively, for the corresponding periods in 2023. Based on expected SOFR rates, the Company expects to reclassify gains of $1.3 million from accumulated other comprehensive (loss) income into interest expense over the next 12 months.
As of September 30, 2024, the total secured net leverage ratio was 2.24 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.
In this Report, we refer to the term “Adjusted EBITDA” to mean EBITDA as so defined and calculated in a substantially consistent manner for purposes of determining compliance with the total secured net leverage ratio based on the financial information for the last twelve months at the end of each quarter.