Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 26, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38504 | |
Entity Registrant Name | EVO Payments, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-1304484 | |
Entity Address, Address Line One | Ten Glenlake Parkway | |
Entity Address, Address Line Two | South Tower, Suite 950 | |
Entity Address, City or Town | Atlanta | |
Entity Address, Country | GE | |
Entity Address, Postal Zip Code | 30328 | |
City Area Code | 770 | |
Local Phone Number | 709-7374 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | EVOP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001704596 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 47,328,935 | |
Class D Common Stock | ||
Entity Common Stock, Shares Outstanding | 3,820,074 | |
Common Units | ||
Entity Common Stock, Shares Outstanding | 32,163,538 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 376,230 | $ 418,439 |
Accounts receivable, net | 14,563 | 17,052 |
Other receivables | 17,731 | 20,128 |
Due from related parties | 756 | 625 |
Inventory | 5,468 | 5,221 |
Settlement processing assets | 337,580 | 285,705 |
Other current assets | 15,754 | 14,659 |
Total current assets | 768,082 | 761,829 |
Equipment and improvements, net | 77,638 | 83,606 |
Goodwill, net | 391,407 | 383,108 |
Intangible assets, net | 211,135 | 217,077 |
Investment in unconsolidated investees | 464 | 839 |
Deferred tax assets | 229,161 | 234,749 |
Operating lease right-of-use assets | 31,227 | 35,124 |
Investment in equity securities, at fair value | 27,427 | 25,526 |
Other assets | 16,519 | 15,863 |
Total assets | 1,753,060 | 1,757,721 |
Current liabilities: | ||
Settlement lines of credit | 11,610 | 13,718 |
Current portion of long-term debt | 4,628 | 4,628 |
Accounts payable | 6,956 | 9,482 |
Accrued expenses | 108,358 | 113,127 |
Settlement processing obligations | 442,533 | 446,344 |
Current portion of operating lease liabilities, inclusive of related party liability of $1.2 million and $1.1 million at June 30, 2021 and December 31, 2020, respectively | 6,876 | 6,614 |
Due to related parties | 5,401 | 5,124 |
Total current liabilities | 586,362 | 599,037 |
Long-term debt, net of current portion | 577,159 | 579,162 |
Due to related parties | 185 | 185 |
Deferred tax liabilities | 21,619 | 13,957 |
Tax receivable agreement obligations, inclusive of related party liability of $165.3 million and $164.3 million at June 30, 2021 and December 31, 2020, respectively | 175,754 | 173,890 |
ISO reserves | 2,827 | 2,942 |
Operating lease liabilities, net of current portion, inclusive of related party liability of $1.7 million and $2.2 million at June 30, 2021 and December 31, 2020, respectively | 26,484 | 30,968 |
Other long-term liabilities | 8,205 | 7,047 |
Total liabilities | 1,398,595 | 1,407,188 |
Commitments and contingencies | ||
Redeemable non-controlling interests | 1,079,798 | 1,055,633 |
Redeemable preferred stock (par value, $0.0001 per share), Authorized, Issued and Outstanding - 152,250 shares at June 30, 2021 and December 31, 2020. Liquidation preference: $163,380 and $158,647 at June 30, 2021 and December 31, 2020, respectively | 158,945 | 154,118 |
Shareholders' equity (deficit): | ||
Accumulated deficit attributable to Class A common stock | (706,557) | (675,209) |
Accumulated other comprehensive (loss) income | (2,748) | 1,045 |
Total EVO Payments, Inc. shareholders' deficit | (709,300) | (674,156) |
Nonredeemable non-controlling interests | (174,978) | (185,062) |
Total deficit | (884,278) | (859,218) |
Total liabilities, redeemable non-controlling interests, redeemable preferred stock, and shareholders' deficit | 1,753,060 | 1,757,721 |
Class A Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock | $ 5 | 5 |
Class B Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating lease liabilities, related party current | $ 1,200 | $ 1,100 |
Tax receivable agreement, related party | 165,300 | 164,300 |
Operating lease liabilities, related party non current | $ 1,700 | $ 2,200 |
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock shares authorized (in shares) | 152,250 | 152,250 |
Redeemable preferred stock shares issued (in shares) | 152,250 | 152,250 |
Redeemable preferred stock shares outstanding (in shares) | 152,250 | 152,250 |
Redeemable preferred stock liquidation preference | $ 163,380 | $ 158,647 |
Class A Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock shares issued (in shares) | 47,322,665 | 46,401,607 |
Common stock shares outstanding (in shares) | 47,322,665 | 46,401,607 |
Class B Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock shares issued (in shares) | 0 | 32,163,538 |
Common stock shares outstanding (in shares) | 0 | 32,163,538 |
Class C Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 4,000,000 | 4,000,000 |
Common stock shares issued (in shares) | 0 | 1,720,425 |
Common stock shares outstanding (in shares) | 0 | 1,720,425 |
Class D Common Stock | ||
Shareholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 32,000,000 | 32,000,000 |
Common stock shares issued (in shares) | 3,822,074 | 2,390,870 |
Common stock shares outstanding (in shares) | 3,822,074 | 2,390,870 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||||
Revenue | $ 122,235 | $ 94,283 | $ 228,415 | $ 205,452 |
Operating expenses: | ||||
Cost of services and products | 18,028 | 19,212 | 35,155 | 42,341 |
Selling, general, and administrative | 65,670 | 54,608 | 126,068 | 126,911 |
Depreciation and amortization | 20,695 | 20,525 | 41,621 | 41,949 |
Impairment of intangible assets | 0 | 782 | 782 | |
Total operating expenses | 104,393 | 95,127 | 202,844 | 211,983 |
Income (loss) from operations | 17,842 | (844) | 25,571 | (6,531) |
Other income (expense): | ||||
Interest income | 329 | 218 | 570 | 631 |
Interest expense | (6,061) | (7,332) | (12,159) | (17,199) |
Income (loss) from investment in unconsolidated investees | 52 | 175 | (111) | 215 |
Gain on investment in equity securities | 2,506 | 2,266 | ||
Other expense, net | (846) | (1,756) | (608) | (1,805) |
Total other expense | (4,020) | (8,695) | (10,042) | (18,158) |
Income (loss) before income taxes | 13,822 | (9,539) | 15,529 | (24,689) |
Income tax (expense) benefit | (7,045) | 496 | (11,575) | 2,076 |
Net income (loss) | 6,777 | (9,043) | 3,954 | (22,613) |
Less: Net income attributable to non-controlling interests in consolidated entities | 2,157 | 1,049 | 3,225 | 2,088 |
Less: Net income (loss) attributable to non-controlling interests of EVO Investco, LLC | 1,457 | (6,321) | (1,592) | (16,122) |
Net income (loss) attributable to EVO Payments, Inc. | 3,163 | (3,771) | 2,321 | (8,579) |
Less: Accrual of redeemable preferred stock paid-in-kind dividends | 2,445 | 1,771 | 4,827 | 1,771 |
Net income (loss) attributable to Class A common stock | $ 718 | $ (5,542) | $ (2,506) | $ (10,350) |
Earnings per share | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.05) | $ (0.25) |
Diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.05) | $ (0.25) |
Weighted-average Class A common stock outstanding | ||||
Basic (in shares) | 47,038,194 | 41,398,838 | 46,775,245 | 41,329,118 |
Diluted (in shares) | 47,038,194 | 41,398,838 | 46,775,245 | 41,329,118 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 6,777 | $ (9,043) | $ 3,954 | $ (22,613) |
Change in fair value of interest rate swap, net of tax | (78) | (764) | 311 | (764) |
Unrealized gain (loss) on foreign currency translation adjustment, net of tax | 13,722 | 13,116 | (8,049) | (34,593) |
Other comprehensive income (loss) | 13,644 | 12,352 | (7,738) | (35,357) |
Comprehensive income (loss) | 20,421 | 3,309 | (3,784) | (57,970) |
Less: Comprehensive income (loss) attributable to non-controlling interests in consolidated entities | 4,135 | 3,263 | 1,387 | (486) |
Less: Comprehensive loss attributable to non-controlling interests of EVO Investco, LLC | 6,803 | (594) | (3,699) | (34,760) |
Comprehensive income (loss) attributable to EVO Payments, Inc. | $ 9,483 | $ 640 | $ (1,472) | $ (22,724) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||||
Change in fair value of interest rate swap, tax (expense) benefit | $ (0.1) | $ 0.1 | $ (0.1) | $ 0.1 |
Unrealized (loss) gain on foreign currency translation adjustment, tax (expense) benefit | $ (0.6) | $ (1.5) | $ (1.1) | $ 4.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Deficit) - USD ($) $ in Thousands | Total deficit (equity) | EVO Payments, Inc. equity/(deficit) | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Common StockClass D Common Stock | Additional paid-in capital | Accumulated deficit attributable to Class A common stock | Accumulated other comprehensive loss | Nonredeemable non-controlling interests | Redeemable Preferred Stock | Total |
Beginning balance at Dec. 31, 2019 | $ (882,647) | $ (589,299) | $ 4 | $ 3 | $ (587,358) | $ (1,948) | $ (293,348) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 41,234,000 | 34,164,000 | 2,322,000 | 4,355,000 | ||||||||
Statements of Changes in Equity | ||||||||||||
Net income (loss) | (6,282) | (4,808) | (4,808) | (1,474) | ||||||||
Cumulative translation adjustment | (22,533) | (18,556) | (18,556) | (3,977) | ||||||||
Distributions | (63) | (63) | ||||||||||
Share-based compensation expense | 3,585 | 3,585 | $ 3,585 | |||||||||
Vesting of equity awards | (339) | (339) | (339) | |||||||||
Vesting of equity awards (in shares) | 107,000 | |||||||||||
Stock options exercised | 17 | 17 | 17 | |||||||||
Stock options exercised (in shares) | 1,000 | |||||||||||
Exchanges of Class C and Class D common stock for Class A common stock | (882) | (882) | 882 | |||||||||
Exchanges of Class C and Class D common stock for Class A common stock (in shares) | 19,000 | (4,000) | (15,000) | |||||||||
Deferred taxes in connection with increase in ownership of EVO Investco, LLC | 3,632 | 3,632 | 3,632 | |||||||||
Tax receivable agreement in connection with share exchanges | 22 | 22 | 22 | |||||||||
eService redeemable non-controlling interest fair value adjustment | 29,105 | 25,069 | 25,069 | 4,036 | ||||||||
Blueapple redeemable non-controlling interest fair value adjustment | 371,674 | 320,136 | 320,136 | 51,538 | $ (371,674) | |||||||
Ending balance at Mar. 31, 2020 | (503,829) | (261,423) | $ 4 | $ 3 | 6,035 | (246,961) | (20,504) | (242,406) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 41,361,000 | 34,164,000 | 2,318,000 | 4,340,000 | ||||||||
Beginning balance at Dec. 31, 2019 | 1,052,448 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | (7,288) | |||||||||||
Cumulative translation adjustment | (25,176) | |||||||||||
eService redeemable non-controlling interest fair value adjustment | (29,105) | |||||||||||
Ending balance at Mar. 31, 2020 | 619,205 | |||||||||||
Ending balance at Dec. 31, 2020 | $ 154,118 | $ 154,118 | ||||||||||
Ending balance (shares) at Dec. 31, 2020 | 152,000 | 152,250 | ||||||||||
Beginning balance at Dec. 31, 2019 | (882,647) | (589,299) | $ 4 | $ 3 | (587,358) | (1,948) | (293,348) | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 41,234,000 | 34,164,000 | 2,322,000 | 4,355,000 | ||||||||
Ending balance at Dec. 31, 2020 | (859,218) | (674,156) | $ 5 | $ 3 | (675,209) | 1,045 | (185,062) | $ (859,218) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 46,402,000 | 32,164,000 | 1,720,000 | 2,391,000 | ||||||||
Beginning balance at Dec. 31, 2019 | 1,052,448 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | (1,149) | |||||||||||
Distributions | (4,537) | |||||||||||
Ending balance at Dec. 31, 2020 | 1,055,633 | |||||||||||
Redeemable Preferred Stock | ||||||||||||
Issuance of redeemable preferred stock, net of issuance costs | $ 147,590 | |||||||||||
Issuance of redeemable preferred stock, net of issuance costs (shares) | 152,000 | |||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | $ 1,771 | |||||||||||
Ending balance at Jun. 30, 2020 | $ 149,361 | |||||||||||
Ending balance (shares) at Jun. 30, 2020 | 152,000 | |||||||||||
Beginning balance at Mar. 31, 2020 | (503,829) | (261,423) | $ 4 | $ 3 | 6,035 | (246,961) | (20,504) | (242,406) | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 41,361,000 | 34,164,000 | 2,318,000 | 4,340,000 | ||||||||
Statements of Changes in Equity | ||||||||||||
Net income (loss) | (4,710) | (3,771) | (3,771) | (939) | ||||||||
Cumulative translation adjustment | 5,751 | 4,747 | 4,747 | 1,004 | ||||||||
Distributions | (11) | (11) | ||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | (1,771) | (1,771) | (1,771) | |||||||||
Share-based compensation expense | 5,890 | 5,890 | 5,890 | |||||||||
Vesting of equity awards | (856) | (856) | (856) | |||||||||
Vesting of equity awards (in shares) | 79,000 | |||||||||||
Stock options exercised | 549 | 549 | 549 | |||||||||
Stock options exercised (in shares) | 34,000 | |||||||||||
Deferred taxes in connection with increase in ownership of EVO Investco, LLC | 31 | 31 | 31 | |||||||||
Change in fair value of interest rate swap | (406) | (336) | (336) | (70) | ||||||||
eService redeemable non-controlling interest fair value adjustment | (6,038) | (5,203) | (5,203) | (835) | ||||||||
Blueapple redeemable non-controlling interest fair value adjustment | (262,035) | (225,786) | (225,786) | (36,249) | ||||||||
Reclassification of additional paid-in-capital to accumulated deficit | 221,111 | (221,111) | ||||||||||
Ending balance at Jun. 30, 2020 | (767,435) | (487,929) | $ 4 | $ 3 | (471,843) | (16,093) | (279,506) | |||||
Ending balance (in shares) at Jun. 30, 2020 | 41,474,000 | 34,164,000 | 2,318,000 | 4,340,000 | ||||||||
Beginning balance at Mar. 31, 2020 | 619,205 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | (4,333) | |||||||||||
Cumulative translation adjustment | 7,365 | |||||||||||
Change in fair value of interest rate swap | (358) | |||||||||||
eService redeemable non-controlling interest fair value adjustment | 6,038 | |||||||||||
Blueapple redeemable non-controlling interest fair value adjustment subsequent to the Reorganization Transactions | 262,035 | |||||||||||
Ending balance at Jun. 30, 2020 | 889,952 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 154,118 | $ 154,118 | ||||||||||
Beginning balance (shares) at Dec. 31, 2020 | 152,000 | 152,250 | ||||||||||
Redeemable Preferred Stock | ||||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | $ 2,382 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 156,500 | |||||||||||
Ending balance (shares) at Mar. 31, 2021 | 152,000 | |||||||||||
Beginning balance at Dec. 31, 2020 | (859,218) | (674,156) | $ 5 | $ 3 | (675,209) | 1,045 | (185,062) | $ (859,218) | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 46,402,000 | 32,164,000 | 1,720,000 | 2,391,000 | ||||||||
Statements of Changes in Equity | ||||||||||||
Net income (loss) | (1,099) | (842) | (842) | (257) | ||||||||
Cumulative translation adjustment | (11,166) | (10,307) | (10,307) | (859) | ||||||||
Distributions | (161) | (161) | ||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | (2,382) | (2,382) | (2,382) | |||||||||
Share-based compensation expense | 5,798 | 5,798 | 5,798 | |||||||||
Vesting of equity awards | (2,383) | (2,383) | (2,383) | |||||||||
Vesting of equity awards (in shares) | 149,000 | |||||||||||
Stock options exercised | 2,813 | 2,813 | 2,813 | |||||||||
Stock options exercised (in shares) | 136,000 | |||||||||||
Exchanges of Class C and Class D common stock for Class A common stock | (7,193) | (7,193) | 7,193 | |||||||||
Exchanges of Class C and Class D common stock for Class A common stock (in shares) | 157,000 | (82,000) | (75,000) | |||||||||
Deferred taxes in connection with increase in ownership of EVO Investco, LLC | 113 | 113 | 113 | |||||||||
Tax receivable agreement in connection with share exchanges | 173 | 173 | 173 | |||||||||
Change in fair value of interest rate swap | 216 | 194 | 194 | 22 | ||||||||
eService redeemable non-controlling interest fair value adjustment | 10,028 | 9,247 | 9,247 | 781 | ||||||||
Blueapple redeemable non-controlling interest fair value adjustment | (19,377) | (17,869) | (17,869) | (1,508) | ||||||||
Reclassification of additional paid-in-capital to accumulated deficit | 3,061 | (3,061) | ||||||||||
Ending balance at Mar. 31, 2021 | (876,645) | (696,794) | $ 5 | $ 3 | (687,734) | (9,068) | (179,851) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 46,844,000 | 32,164,000 | 1,638,000 | 2,316,000 | ||||||||
Beginning balance at Dec. 31, 2020 | 1,055,633 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | (1,724) | |||||||||||
Cumulative translation adjustment | (10,605) | |||||||||||
Contributions | 488 | |||||||||||
Distributions | (8,500) | |||||||||||
Change in fair value of interest rate swap | 173 | |||||||||||
eService redeemable non-controlling interest fair value adjustment | (10,028) | |||||||||||
Blueapple redeemable non-controlling interest fair value adjustment subsequent to the Reorganization Transactions | 19,377 | |||||||||||
Ending balance at Mar. 31, 2021 | 1,044,814 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 154,118 | $ 154,118 | ||||||||||
Beginning balance (shares) at Dec. 31, 2020 | 152,000 | 152,250 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 158,945 | $ 158,945 | ||||||||||
Ending balance (shares) at Jun. 30, 2021 | 152,000 | 152,250 | ||||||||||
Beginning balance at Dec. 31, 2020 | (859,218) | (674,156) | $ 5 | $ 3 | (675,209) | 1,045 | (185,062) | $ (859,218) | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 46,402,000 | 32,164,000 | 1,720,000 | 2,391,000 | ||||||||
Ending balance at Jun. 30, 2021 | (884,278) | (709,300) | $ 5 | (706,557) | (2,748) | (174,978) | (884,278) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 47,323,000 | 3,822,000 | ||||||||||
Beginning balance at Dec. 31, 2020 | 1,055,633 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | 1,691 | |||||||||||
Distributions | (9,290) | |||||||||||
Ending balance at Jun. 30, 2021 | 1,079,798 | |||||||||||
Beginning balance at Mar. 31, 2021 | $ 156,500 | |||||||||||
Beginning balance (shares) at Mar. 31, 2021 | 152,000 | |||||||||||
Redeemable Preferred Stock | ||||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | $ 2,445 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 158,945 | $ 158,945 | ||||||||||
Ending balance (shares) at Jun. 30, 2021 | 152,000 | 152,250 | ||||||||||
Beginning balance at Mar. 31, 2021 | (876,645) | (696,794) | $ 5 | $ 3 | (687,734) | (9,068) | (179,851) | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 46,844,000 | 32,164,000 | 1,638,000 | 2,316,000 | ||||||||
Statements of Changes in Equity | ||||||||||||
Net income (loss) | 3,362 | 3,163 | 3,163 | 199 | ||||||||
Cumulative translation adjustment | 6,963 | 6,387 | 6,387 | 576 | ||||||||
Distributions | (25) | (25) | ||||||||||
Accrual of redeemable preferred stock paid-in-kind dividends | (2,445) | (2,445) | (2,445) | |||||||||
Share-based compensation expense | 6,489 | 6,489 | 6,489 | |||||||||
Vesting of equity awards | (1,096) | (1,096) | (1,096) | |||||||||
Vesting of equity awards (in shares) | 69,000 | |||||||||||
Stock options exercised | 4,529 | 4,529 | 4,529 | |||||||||
Stock options exercised (in shares) | 278,000 | |||||||||||
Exchanges of Class C and Class D common stock for Class A common stock | (6,038) | (6,038) | 6,038 | |||||||||
Exchanges of Class C and Class D common stock for Class A common stock (in shares) | 132,000 | (39,000) | (93,000) | |||||||||
Conversion of Class C common stock to Class D common stock (in shares) | (1,599,000) | 1,599,000 | ||||||||||
Cancellation of Class B common stock | $ (3) | 3 | ||||||||||
Cancellation of Class B common stock (in shares) | (32,164,000) | |||||||||||
Deferred taxes in connection with increase in ownership of EVO Investco, LLC | 112 | 112 | 112 | |||||||||
Tax receivable agreement in connection with share exchanges | 156 | 156 | 156 | |||||||||
Change in fair value of interest rate swap | (68) | (67) | (67) | (1) | ||||||||
eService redeemable non-controlling interest fair value adjustment | (15,106) | (13,977) | (13,977) | (1,129) | ||||||||
Blueapple redeemable non-controlling interest fair value adjustment | (10,504) | (9,719) | (9,719) | (785) | ||||||||
Reclassification of additional paid-in-capital to accumulated deficit | $ 21,986 | (21,986) | ||||||||||
Ending balance at Jun. 30, 2021 | $ (884,278) | $ (709,300) | $ 5 | $ (706,557) | $ (2,748) | $ (174,978) | $ (884,278) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 47,323,000 | 3,822,000 | ||||||||||
Beginning balance at Mar. 31, 2021 | 1,044,814 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Net income (loss) | 3,415 | |||||||||||
Cumulative translation adjustment | 6,759 | |||||||||||
Distributions | (790) | |||||||||||
Change in fair value of interest rate swap | (10) | |||||||||||
eService redeemable non-controlling interest fair value adjustment | 15,106 | |||||||||||
Blueapple redeemable non-controlling interest fair value adjustment subsequent to the Reorganization Transactions | 10,504 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 1,079,798 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,954 | $ (22,613) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 41,621 | 41,949 |
Unrealized gain on equity securities | (2,266) | |
Amortization of deferred financing costs | 1,337 | 1,337 |
Change in fair value of contingent consideration | (97) | |
Loss on disposal of equipment and improvements | 628 | 1,052 |
Share-based compensation expense | 12,287 | 9,475 |
Impairment of intangible assets | 782 | |
Accrued interest expense | (4,133) | |
Unrealized gain on forwards | (1,804) | |
Deferred taxes, net | 10,954 | (3,411) |
Other | 503 | (325) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | 2,285 | 1,581 |
Other receivables | 2,653 | 7,236 |
Inventory | (293) | 569 |
Other current assets | 568 | (512) |
Operating lease right-of-use assets | 3,334 | 3,889 |
Other assets | (957) | (482) |
Related parties, net | 206 | (1,931) |
Accounts payable | 1,845 | (5,828) |
Accrued expenses | (5,340) | (13,370) |
Settlement processing funds, net | (56,839) | 26,198 |
Operating lease liabilities | (3,680) | (3,849) |
Other | 590 | (52) |
Net cash provided by operating activities | 11,586 | 37,465 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | (14,054) | |
Purchase of equipment and improvements | (19,959) | (8,674) |
Acquisition of intangible assets | (4,600) | (2,921) |
Collections of notes receivable | 32 | 24 |
Net cash used in investing activities | (38,581) | (11,571) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 4,197 | 185,928 |
Repayments of long-term debt | (9,596) | (262,107) |
Contingent consideration paid | (320) | (1,006) |
Deferred cash consideration paid | (545) | |
Repurchases of shares to satisfy minimum tax withholding | (3,479) | (1,195) |
Proceeds from issuance of redeemable preferred stock | 149,250 | |
Redeemable preferred stock issuance costs | (1,660) | |
Proceeds from exercise of common stock options | 7,342 | 566 |
Distribution to non-controlling interest holders | (9,476) | (74) |
Contribution from non-controlling interest holders | 488 | |
Net cash (used in) provided by financing activities | (10,844) | 69,157 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (4,285) | (8,395) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (42,124) | 86,656 |
Cash, cash equivalents, and restricted cash, beginning of period | 418,539 | 304,089 |
Cash, cash equivalents, and restricted cash, end of period | $ 376,415 | $ 390,745 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | (1) Description of Business and Summary of Significant Accounting Policies (a) Description of Business EVO, Inc. is a Delaware corporation whose primary asset is its ownership of approximately 56.8% June 30, 2021 The Company is a leading payment technology and services provider, offering an array of innovative, reliable, and secure payment solutions to merchants across the Americas and Europe and servicing more than 550,000 merchants across more than 50 markets. The Company supports all major card types in the markets it serves. The Company provides card-based payment processing services to small and middle market merchants, multinational corporations, government agencies, and other business and nonprofit enterprises located throughout the Americas and Europe. These services enable merchants to accept credit and debit cards and other electronic payment methods as payment for their products and services by providing terminal devices, card authorization, data capture, funds settlement, risk management, fraud detection, and chargeback services. The Company also offers value-added solutions including gateway solutions, online fraud prevention and management reporting, online hosted payments page capabilities, mobile-based SMS integrated payment collection services, security tokenization and encryption solutions at the point-of-sale, dynamic currency conversion, ACH, Level 2 and Level 3 data processing, loyalty offers, and other ancillary solutions. The Company operates two reportable segments: the Americas and Europe. (b) Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of changes in equity (deficit) for the three and six months ended June 30, 2021 and 2020, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted in accordance with SEC rules that would ordinarily be required under U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities, as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates used for accounting purposes include, but are not limited to, valuation of redeemable non-controlling interests (“RNCI”), evaluation of realizability of deferred tax assets, determination of liabilities under the tax receivable agreement, determination of liabilities and corresponding right-of-use assets arising from lease agreements, determination of assets or liabilities arising from derivative transactions, determination of fair value of share-based compensation, establishment of severance liabilities, establishment of allowance for doubtful accounts, and assessment of impairment of goodwill and intangible assets. (c) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. As the sole managing member of EVO, LLC, the Company exerts control over the Group. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (d) Cash and Cash Equivalents, Restricted Cash, Settlement Related Cash and Merchant Reserves Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the same day or the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are settlement-related cash and merchant reserves. Settlement-related cash represents funds that the Company holds when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted, however, these funds are generally paid out in satisfaction of settlement processing obligations and therefore are not available for general purposes. As of June 30, 2021 and December 31, 2020, settlement-related cash balances were $121.0 million and $163.5 million, respectively. Merchant reserves represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreements. While this cash is not restricted in its use, the Company believes that maintaining merchant reserves to collateralize merchant losses strengthens its fiduciary standings with its card network sponsors and is in accordance with the guidelines set by the card networks. As of June 30, 2021 and December 31, 2020 109.9 Restricted cash represents funds held as a liquidity reserve at our Chilean subsidiary, as required by local regulations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets to the total amount shown in the unaudited condensed consolidated statements of cash flows: June 30, December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 376,230 $ 418,439 Restricted cash included in other assets 185 100 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 376,415 $ 418,539 (e) Derivatives The Company recognizes derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of a particular derivative, whether the Company has elected to designate or not designate such derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company entered into a foreign currency swap and window forward contracts in June 2021 to mitigate its exposure to fluctuations in foreign currency exchange rates related to certain foreign intercompany balances. The Company elected not to designate the foreign currency swap and window forward contracts as a cash flow hedge and such derivatives are not subject to hedge accounting as a result. Changes in the fair value of a derivative that is designated as, and meets all the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive (loss) income and reclassified into earnings as the underlying hedged item affects earnings. Changes in the fair value of a derivative that is not designated as a cash flow hedge are recorded as a component of other income (expense). Refer to Note 14, “Derivatives,” and Note 18, “Fair Value,” for further information on the derivative instruments. (f) Recent Accounting Pronouncements New accounting pronouncements issued by the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies are adopted as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Recently Adopted Accounting Pronouncements Simplifying the Accounting for Income Taxes In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes Investments, Joint Ventures, and Derivatives and Hedging In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Recently Issued Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue | (2) Revenue The Company primarily earns revenue from payment processing services, and has contractual agreements with its customers that set forth the general terms and conditions of the service relationship, including line item pricing, payment terms and contract duration. The Company also earns revenue from the sale and rental of electronic point-of-sale (“POS”) equipment. The revenue recognized from the sale and rental of POS equipment totaled $9.8 9.4 19.3 The Company disaggregates revenue based on reporting segment and division. The Company’s divisions are as follows: ● Direct – Represents the direct solicitation of merchants through referral relationships, including financial institutions and the Company’s direct sales channel. The Company has long-term, exclusive referral relationships with leading financial institutions that represent thousands of branch locations which actively pursue new merchant relationships on the Company’s behalf. The Company also has referral arrangements with independent sales organizations (“ISO”) that refer merchants to the Company. The Company utilizes a direct sales team, including outbound telesales, to build and maintain relationships with its merchants and referral partners. ● Tech-enabled – Represents merchants requiring a technical integration at the point of sale between the Company and a third party software vendor whereby the third party passes information to our systems to enable payment processing. These merchant acquiring arrangements are supported by partnerships with independent software providers, integrated software dealers, and eCommerce gateway providers. In the United States, this division also supports business-to-business customers via proprietary solutions sold directly to merchants and via enterprise resource planning software dealers and integrators. ● Traditional – Represents the Company’s heritage United States portfolio composed primarily of ISO relationships where the merchant portfolio is not actively managed by the Company. The Company is not focused on this sales model and it will represent an increasingly smaller portion of the business over time. The table below presents a disaggregation of the Company’s revenue by segment and by division. Beginning in the first quarter of 2021, the Company reclassified certain merchant portfolios from the Direct and Tech-enabled divisions into the Traditional division as part of strategic channel realignment. The Company adjusted the presentation of comparative results for the three and six months ended June 30, 2020 to reflect this reclassification. Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Americas Europe Total Americas Europe Total (In thousands) (In thousands) Divisions: Direct $ 32,449 $ 35,874 $ 68,323 $ 61,353 $ 64,096 $ 125,449 Tech-enabled 33,623 9,382 43,005 64,782 16,913 81,695 Traditional 10,907 — 10,907 21,271 — 21,271 Totals $ 76,979 $ 45,256 $ 122,235 $ 147,406 $ 81,009 $ 228,415 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Americas Europe Total Americas Europe Total (In thousands) (In thousands) Divisions: Direct $ 22,419 $ 25,707 $ 48,126 $ 53,992 $ 56,765 $ 110,757 Tech-enabled 28,525 6,624 35,149 57,043 15,863 72,906 Traditional 11,008 — 11,008 21,789 — 21,789 Totals $ 61,952 $ 32,331 $ 94,283 $ 132,824 $ 72,628 $ 205,452 |
Settlement Processing Assets an
Settlement Processing Assets and Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Settlement Processing Assets and Obligations | |
Settlement Processing Assets and Obligations | (3) Settlement Processing Assets and Obligations Settlement processing assets and obligations represent intermediary balances within the settlement process involving the movement of funds between consumers, card issuers, card networks, the Company, and its merchants. The Company processes funds settlement through two models, the sponsorship model and the direct membership model. In certain markets, the Company operates under the sponsorship of a bank that is a member of the various card networks (collectively, the “Member Banks”) to process transactions through card networks, such as Visa and MasterCard. As such, the Company has an agreement with these Member Banks which dictates the sponsorship services to be provided to the Company. It is the responsibility of the Member Bank to ensure that the Company is in adherence with card network standards. In other markets, the Company has direct membership with the various card networks and performs the process of funds settlement. As a direct member, it is the Company’s responsibility to adhere to the standards of the card networks. The card networks operate as an intermediary between the card issuing banks, on the one hand, and, as applicable, either the Member Banks or the Company (under the direct sponsorship model), on the other hand, whereby funds are received by the card issuing banks and remitted to the Member Bank or the Company, as applicable, via the card networks on a daily basis. The Company then remits these funds to its merchants, either through a Member Bank under the sponsorship model, or directly to merchants under the direct membership model. Incoming funds due from the card networks on behalf of the card issuing bank are classified as receivables from card networks in the table below, whereas the funds due from the Company to its merchants are classified as settlement liabilities due to merchants. The Company enters into agreements with its merchants which outline the fees charged by the Company for processing payment transactions and performing funds settlement. Under the sponsorship model, these agreements are between the Company, the Member Bank, and the merchant, whereas under the direct membership model, these agreements are exclusively between the Company and the merchant. Fees are either settled daily or monthly on a net basis or monthly through an invoice arrangement. Receivables from merchants as presented below represent amounts either net settled or invoiced to the Company’s merchants related to the various fees associated with the payment processing and funds settlement services provided by the Company. As described in Note 1, “Description of Business and Summary of Significant Accounting Policies,” the Company collects funds from merchants that serve as collateral to mitigate potential future losses, and recognizes a corresponding liability which is presented as merchant reserves within the settlement processing obligations. Refer to the table below. While receivables from card networks and settlement liabilities due to merchants represent intermediary balances in the transaction settlement process, timing differences, interchange expense, merchant reserves and exception items cause differences between the amount the Company receives through the Member Banks from the card networks and the amount funded to merchants. A summary of settlement processing assets and obligations is as follows: June 30, December 31, 2021 2020 (In thousands) Settlement processing assets: Receivable from card networks $ 243,300 $ 198,053 Receivable from merchants 94,280 87,652 Totals $ 337,580 $ 285,705 Settlement processing obligations: Settlement liabilities due to merchants $ (338,795) $ (336,440) Merchant reserves (103,738) (109,904) Totals $ (442,533) $ (446,344) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share | |
Earnings Per Share | (4) Earnings Per Share The following table sets forth the computation of the Company's basic and diluted earnings per share of Class A common stock, as well as the anti-dilutive shares excluded (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 Numerator: Net income (loss) attributable to EVO Payments, Inc. $ 3,163 $ 2,321 $ (3,771) $ (8,579) Less: Accrual of redeemable preferred stock paid-in-kind dividends 2,445 4,827 1,771 1,771 Less: Allocation of undistributed earnings to preferred shares 129 — — — Undistributed income (loss) attributable to shares of Class A common stock $ 589 $ (2,506) $ (5,542) $ (10,350) Denominator: Weighted-average Class A common stock outstanding 47,038,194 46,775,245 41,398,838 41,329,118 Effect of dilutive securities — — — — Total dilutive securities 47,038,194 46,775,245 41,398,838 41,329,118 Earnings per share: Basic $ 0.01 $ (0.05) $ (0.13) $ (0.25) Diluted $ 0.01 $ (0.05) $ (0.13) $ (0.25) Weighted-average anti-dilutive securities: Redeemable preferred stock 152,250 152,250 118,788 59,394 Stock options 6,081,132 5,785,041 5,714,359 4,813,692 RSUs 1,451,977 1,369,429 1,289,893 1,158,882 RSAs 291 621 4,127 4,459 Class C common stock 965,197 1,328,614 2,317,955 2,318,450 Class D common stock 2,934,418 2,655,306 4,339,978 4,342,368 |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Tax Receivable Agreement | |
Tax Receivable Agreement | (5) Tax Receivable Agreement In connection with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) that requires the Company to make payments to the Continuing LLC Owners that are generally equal to 85% of the applicable cash tax savings, if any, realized as a result of favorable tax attributes that will be available to the Company as a result of the Reorganization Transactions, exchanges of LLC Interests and paired Class C common stock or paired Class D common stock for Class A common stock, purchases or redemptions of LLC Interests, and payments made under the TRA. Payments will occur only after the filing of U.S. federal and state income tax returns and realization of cash tax savings from the favorable tax attributes. Due to net losses attributable to the Company in prior years, there were no realized tax savings attributable to the TRA, therefore no payments have been made related to the TRA obligation. As a result of the purchases of LLC Interests and the exchanges of LLC Interests and paired shares of Class C common stock and paired Class D common stock for shares of Class A common stock sold in connection with and following the IPO, through June 30, 2021, the Company’s deferred tax asset and payment liability pursuant to the TRA were approximately $206.8 million ( $185.1 For the TRA, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no increase to the tax basis of the assets from member exchanges or sales of LLC Interests, and no tax benefit as a result of the Net Operating Losses (“NOLs”) generated by the increase in the Company’s tax basis of the assets in EVO, LLC. Subsequent adjustments of the TRA obligations due to certain events (e.g., changes to the expected realization of NOLs or changes in tax rates) will be recognized within other expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Acquisition | |
Acquisition | (6) Acquisition The Company determined the pro forma impact of the acquisition described below was not significant to the Company’s operating results and is, therefore, not separately presented. In June 2021, subsidiaries of EVO, Inc. completed the acquisition of 100% of the outstanding shares of Pago Fácil Tecnologia SpA and PST Pago Fácil SpA (together, “Pago Fácil”), a leading eCommerce payment gateway in Chile, in partnership with its joint venture partner Banco de Crédito e Inversiones (“BCI”). The total consideration paid for the acquisition was $20.9 million, which includes an upfront payment of $18.0 million, deferred consideration of $0.9 million payable nine months after the closing date, and a holdback liability of $2.0 million payable 18 months after the closing date. The preliminary purchase price allocation of the net assets acquired in the Pago Fácil acquisition is provided in the table below: As of the Estimated acquisition date Useful Life Definite-lived intangible assets (In thousands ) Acquired software $ 9,400 5 years Customer relationships 2,800 7 years Trademarks 420 2 years Non-compete agreement 140 3 years Deferred tax liability (3,445) Other assets, net 1,054 Goodwill 10,531 Total purchase price $ 20,900 These allocations of purchase price are preliminary, specifically with regards to deferred tax liability, because the Company has not yet completed its analysis of the historical tax records. Thus, the measurements of fair value set forth above are subject to change. The Company expects to finalize the valuations as soon as practical, but not later than one year from the acquisition date. Goodwill generated from the Pago Fácil acquisition is not deductible for tax purposes. Pago Fácil is presented in the Company’s Americas segment. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | (7) Leases The Company’s leases consist primarily of real estate and personal property leases throughout the markets in which the Company operates. At contract inception, the Company determines whether an arrangement is or contains a lease, and for each identified lease, evaluates the classification as operating or financing. The Company had no finance leases as of June 30, 2021 and December 31, 2020. Leased assets and obligations are recognized at the lease commencement date based on the present value of fixed lease payments to be made over the term of the lease. Renewal and termination options are factored into determination of the lease term only if the option is reasonably certain to be exercised. The weighted-average remaining lease term was 6.41 6.79 The Company’s leases do not provide a readily determinable implicit interest rate and the Company uses its incremental borrowing rate to measure the lease liability and corresponding right-of-use asset. The incremental borrowing rates were determined based on a portfolio approach considering the Company’s current secured borrowing rate adjusted for market conditions and the length of the lease term. The weighted-average discount rates used in the measurement of lease liabilities were 6.30% and 6.45% as of June 30, 2021 and December 31, 2020, respectively. Operating lease cost is recognized on a straight-line basis over the lease term. Operating lease costs were $2.8 million for the three months ended June 30, 2021 and 2020. These costs are included in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Operating lease costs for the six months ended June 30, 2021 and 2020 were $5.5 million and $ 5.8 $0.6 Cash paid for amounts included in the measurement of operating lease liabilities for the six months ended June 30, 2021 and 2020 was $4.7 million and $ 5.6 As of June 30, 2021, maturities of lease liabilities are as follows: (In thousands) Years ending: 2021 (remainder of the year) $ 4,150 2022 8,518 2023 6,213 2024 5,349 2025 4,542 2026 and thereafter 12,503 Total future minimum lease payments (undiscounted) 41,275 Less: present value discount (7,915) Present value of lease liability $ 33,360 |
Equipment and Improvements
Equipment and Improvements | 6 Months Ended |
Jun. 30, 2021 | |
Equipment and Improvements | |
Equipment and Improvements | (8) Equipment and Improvements Equipment and improvements consisted of the following: Estimated Useful Lives in June 30, December 31, Years 2021 2020 (In thousands) Card processing equipment 3-5 $ 149,374 $ 143,514 Office equipment 3-5 45,067 44,049 Computer software 3 60,004 54,192 Leasehold improvements various 19,115 19,090 Furniture and fixtures 5-7 4,523 4,547 Totals 278,083 265,392 Less accumulated depreciation (203,268) (185,010) Foreign currency translation adjustment 2,823 3,224 Totals $ 77,638 $ 83,606 Depreciation expense related to equipment and improvements was $9.9 million and $9.8 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense related to equipment and improvements was $19.9 million for the six months ended June 30, 2021 and 2020. In the six months ended June 30, 2021, gross equipment and improvements, and accumulated depreciation were each reduced by $4.1 million and $3.5 $3.4 2.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (9) Goodwill and Intangible Assets Intangible assets, net consist of the following: June 30, 2021 Gross carrying value Accumulated amortization Accumulated impairment charges Translation and other adjustments Net (In thousands) Merchant contract portfolios and customer relationships $ 296,381 $ (189,010) $ (5,685) $ (28,530) $ 73,156 Marketing alliance agreements 186,081 (75,364) (7,557) (18,689) 84,471 Internally developed and acquired software 104,556 (45,675) (10,191) (1,098) 47,592 Trademarks, definite-lived 22,048 (12,040) (901) (3,330) 5,777 Non-compete agreements 6,602 (6,461) - (2) 139 Total $ 615,668 $ (328,550) $ (24,334) $ (51,649) $ 211,135 December 31, 2020 Gross carrying value Accumulated amortization Accumulated impairment charges Translation and other adjustments Net (In thousands) Merchant contract portfolios and customer relationships $ 293,581 $ (181,062) $ (5,685) $ (28,205) $ 78,629 Marketing alliance agreements 186,081 (69,446) (7,557) (18,104) 90,974 Internally developed and acquired software 90,881 (38,828) (10,191) (871) 40,991 Trademarks, definite-lived 21,629 (11,060) (901) (3,224) 6,444 Non-compete agreements 6,462 (6,425) - 2 39 Total $ 598,634 $ (306,821) $ (24,334) $ (50,402) $ 217,077 Amortization expense related to intangible assets was $10.8 10.7 22.0 Estimated amortization expense to be recognized during each of the five years subsequent to June 30, 2021 (In thousands) Years ending: 2021 (remainder of the year) $ 20,699 2022 39,369 2023 34,506 2024 22,159 2025 18,089 2026 and thereafter 76,313 Total $ 211,135 For the three months ended June 30, 2021, there were no impairments of intangible assets. For the quarter ended June 30, 2020, the Company recognized an impairment charge of $0.8 million related to the retirement of certain trademarks driven by an internal reorganization. The following represents intangible assets, net by segment: June 30, December 31, 2021 2020 (In thousands) Intangible assets, net: Americas Merchant contract portfolios and customer relationships $ 56,471 $ 59,149 Marketing alliance agreements 61,033 63,946 Internally developed and acquired software 32,676 24,615 Trademarks, definite-lived 1,732 1,582 Non-compete agreements 134 22 Total 152,046 149,314 Europe Merchant contract portfolios and customer relationships 16,685 19,480 Marketing alliance agreements 23,438 27,028 Internally developed and acquired software 14,916 16,376 Trademarks, definite-lived 4,045 4,862 Non-compete agreements 5 17 Total 59,089 67,763 Total intangible assets, net $ 211,135 $ 217,077 The change in the carrying amount of goodwill for the six months ended June 30, 2021, in total and by reportable segment, is as follows: Reportable Segment Americas Europe Total (In thousands) Goodwill, gross, as of December 31, 2020 $ 266,848 $ 140,551 $ 407,399 Accumulated impairment losses — (24,291) (24,291) Goodwill, net, as of December 31, 2020 266,848 116,260 383,108 Business combinations 10,531 — 10,531 Foreign currency translation adjustment 828 (3,060) (2,232) Goodwill, net, as of June 30, 2021 $ 278,207 $ 113,200 $ 391,407 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | (10) Accounts Payable and Accrued Expenses The Company’s accounts payable and accrued expenses consisted of the following: June 30, December 31, 2021 2020 (In thousands) Compensation and related benefits $ 16,860 $ 21,398 Third-party processing and payment network fees 44,807 40,224 Trade payables 6,030 8,306 Taxes payable 9,635 14,504 Commissions payable to third parties and agents 16,775 15,759 Unearned revenue 4,999 4,627 Other 16,208 17,791 Total accounts payable and accrued expenses $ 115,314 $ 122,609 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | (11) Related party balances consist of the following: June 30, December 31, 2021 2020 (In thousands) Due from related parties, current $ 756 $ 625 Due to related parties, current (5,401) (5,124) Due to related parties, long-term (185) (185) Due from related parties, current, consists primarily of receivables due from a non-controlling interest holder of a consolidated subsidiary. Due to related parties, current, consists of $4.3 million and $ 3.8 Due to related parties, long-term, consists of ISO commission reserves. The Company leases office space located at 515 Broadhollow Road in Melville, New York from 515 Broadhollow, LLC. 515 Broadhollow, LLC is majority owned, directly and indirectly, by the Company’s founder and chairman. As of June 30, 2021 and December 31, 2020, the liability related to this lease amounted to $2.5 million and $3.1 million, respectively, and is included in the operating lease liabilities on the unaudited condensed consolidated balance sheets. The Company subleased a portion of this office space to an unconsolidated investee. Sublease income was less than $0.1 million for the six months ended June 30, 2021. Sublease income was less than $0.1 million for the three and six months ended June 30, 2020. The sublease was terminated in February 2021. The Company leases vehicles from a non-controlling interest holder of a consolidated subsidiary. As of June 30, 2021 and December 31, 2020, these lease liabilities amounted to $0.5 million and $ 0.3 A portion of the TRA obligation is payable to members of management and current employees. Refer to Note 5, “Tax Receivable Agreement,” for further information on the tax receivable agreement. Related party commission expense incurred with unconsolidated investees of the Company amounted to $3.5 million and $ 4.5 $6.4 8.8 The Company provides certain professional and other services to Blueapple Inc. (“Blueapple”), a member and holder of LLC interests of EVO, LLC. Blueapple is controlled by entities affiliated with the Company’s founder and chairman, Rafik R. Sidhom. The expense related to these services was less than $0.1 million for the three months ended June 30, 2021 and 2020. The expense related to these services was $0.1 million for the six months ended June 30, 2021 and 2020. The Company, through two wholly owned subsidiaries and one unconsolidated investee, conducts business under ISO agreements with a relative of the Company’s founder and chairman pursuant to which the relative of the Company’s founder and chairman provides certain marketing services and equipment in exchange for a commission based on the volume of transactions processed for merchants acquired by the relative of the Company’s founder and chairman. For the three months ended June 30, 2021 and 2020, the Company paid commissions of less than $0.1 million and $0.2 NFP is the Company’s benefit and insurance broker and 401(k) manager. NFP is a portfolio company of MDP and one of the Company’s executive officers owns a minority interest in NFP. For the three months ended June 30, 2021 and 2020, the Company paid $0.4 million and $0.1 million in commissions and other expenses to NFP, respectively. For the six months ended June 30, 2021 and 2020, the Company paid $0.5 million and $ 0.2 On April 21, 2020, the Company issued 152,250 shares of Preferred Stock to an affiliate of MDP for a purchase price of $985.221685 per share. The Company also reimbursed MDP for $0.8 million of expenses in connection with the offer and sale of the Preferred Stock. Refer to Note 16, “Redeemable Preferred Stock,” for additional details regarding the transaction. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | (12) Income Taxes The Company’s effective tax rate (“ETR”) was 51.0% and 74.5% for the three and six months ended June 30, 2021, respectively. $(0.3) $3.3 0.7 Management assesses the available and objectively verifiable evidence to estimate whether sufficient future taxable income will be generated to use existing deferred tax assets. A significant piece of objective, negative evidence evaluated was the cumulative loss incurred in certain jurisdictions over the preceding twelve quarters ended June 30, 2021. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections of future growth. As a result, the Company considered both (i) historical core earnings, after adjusting for certain nonrecurring items, and (ii) the projected future profitability of its core operations and the impact of enacted changes in the application of the interest expense limitation rules beginning in 2022. The Company has established $10.6 million of valuation allowances in the current and prior periods to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized in certain European jurisdictions. Release of a valuation allowance would result in the realization of all or a portion of the related deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. |
Long-Term Debt and Lines of Cre
Long-Term Debt and Lines of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt and Lines of Credit | |
Long-Term Debt and Lines of Credit | (13) Long-Term Debt and Lines of Credit Credit Facility The Company has entered into a first lien senior secured credit facility and a second lien senior secured credit facility pursuant to a credit agreement dated December 22, 2016, and amended on October 24, 2017, April 3, 2018, and June 14, 2018 (the “Senior Secured Credit Facilities”). As of June 30, 2021, the Senior Secured Credit Facilities include revolver commitments of $200.0 million and a term loan of $665.0 million that are scheduled to mature in June 2023 and December 2023, respectively. As of June 30, 2021 and December 31, 2020, the Company’s long-term debt consists of the following: June 30, December 31, 2021 2020 (In thousands) First lien term loan $ 587,873 $ 591,169 Less debt issuance costs (6,086) (7,379) Total long-term debt 581,787 583,790 Less current portion of long-term debt, net of current portion of debt issuance costs (4,628) (4,628) Total long-term debt, net of current portion $ 577,159 $ 579,162 Principal payment requirements on the above obligations in each of the years remaining subsequent to June 30, 2021 are as follows: Years ending: (In thousands) 2021 (remainder of the year) $ 3,297 2022 6,593 2023 577,983 2024 — 2025 — 2026 and thereafter — Total $ 587,873 The Senior Secured Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Senior Secured Credit Facilities will be entitled to take various actions, including the acceleration of amounts due thereunder and exercise of the remedies on the collateral. As of June 30, 2021, the Company was in compliance with all its financial covenants. The Company maintains intraday and overnight facilities to fund its settlement obligations. These facilities are short-term in nature, have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. At June 30, 2021 and December 31, 2020, the Company had $11.7 million and $13.9 million outstanding under these lines of credit, respectively, with additional capacity of $148.9 3.5% Refer to Note 13, "Long-Term Debt and Lines of Credit," to the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for discussion regarding the Company’s long-term debt and lines of credit. |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2021 | |
Derivatives | |
Derivatives | (14) Derivatives Designated Derivatives In 2020, the Company entered into an interest rate swap with a notional amount of $500.0 million to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The interest rate swap has a fixed rate of 0.2025% and a maturity date of December 31, 2022. The interest rate swap is designated as an effective cash flow hedge involving the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. The Company performed a regression analysis at inception of the hedging relationship in which it compared the historical monthly changes in the termination clean price of the actual designated interest rate swap to the historical monthly changes in the termination clean price of a hypothetically perfect interest rate swap with terms that exactly match the hedged transactions and a fair value of zero at its inception using 37 different forward curves. Based on the regression results, the Company determined that the hedging instrument was highly effective at inception. On an ongoing basis, the Company assesses hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective for the quarter ended June 30, 2021. The interest rate swap is recognized at fair value in the consolidated balance sheets. The table below presents the fair value of the interest rate swap and its classification on the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively: June 30, 2021 Balance Sheet Fair Value Location (In thousands) Interest Rate Swap - current portion Accrued expenses $ (324) Interest Rate Swap - long-term portion Other assets $ 211 December 31, 2020 Balance Sheet Fair Value Location (In thousands) Interest Rate Swap - current portion Accrued expenses $ (341) Interest Rate Swap - long-term portion Other long-term liabilities $ (192) Since the Company designated the swap as an effective cash flow hedge that qualifies for hedge accounting, unrealized gains or losses resulting from adjusting the swap to fair value is recorded as a component of other comprehensive income (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the unaudited condensed consolidated statements of cash flows. The table below presents the effect of hedge accounting on accumulated other comprehensive (loss) income for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (In thousands) Beginning accumulated derivative loss in accumulated other comprehensive (loss) income $ (88) $ (533) $ — $ — Derivative (loss) gain recognized in the current period in accumulated other comprehensive (loss) income (143) 214 (878) (878) Less: Derivative loss reclassified from accumulated other comprehensive (loss) income to interest expense (118) (206) (15) (15) Ending accumulated derivative loss in accumulated other comprehensive (loss) income $ (113) $ (113) $ (863) $ (863) The table below presents the effect of hedge accounting on the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (In thousands) Total interest expense including the effects of cash flow hedges $ (6,061) $ (12,159) $ (7,332) $ (17,199) Derivative loss reclassified from accumulated other comprehensive (loss) income into interest expense $ (118) $ (206) $ (15) $ (15) The Company estimates that an additional $0.3 Non-designated Derivatives In June 2021, the Company entered into a foreign currency swap and window forward contracts with notional amounts of approximately $31.0 million and $67.8 million, respectively, to mitigate exposure to fluctuations in foreign currency exchange rates related to certain foreign intercompany balances. The foreign currency swap and window forwards are recognized at fair value in the consolidated balance sheets. The table below presents the fair value of the foreign currency swap and window forwards and its classification on the unaudited condensed consolidated balance sheets as of June 30, 2021: June 30, 2021 Settlement Balance Sheet Fair Value Dates Location (In thousands) Foreign Currency Swap July 7, 2021 Accrued expenses $ (163) Window Forwards July 1 - September 1, 2021 Other current assets $ 1,804 The Company did not designate the foreign currency swap and window forwards as an accounting hedge. Any unrealized gains or losses resulting from adjusting the swap and forwards to fair value are recorded as a component of other income (expense), to offset the unrealized gains or losses recorded within other income (expense) from the remeasurement of the intercompany balances being hedged. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the unaudited condensed consolidated statements of cash flows. The table below presents the unrealized gains (losses) on the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021: Location of Unrealized Three Months Ended June 30, Six Months Ended June 30, Gain or (Loss) 2021 (In thousands) Foreign Currency Swap Other income (expense) $ (163) $ (163) Window Forwards Other income (expense) $ 1,804 $ 1,804 |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flows Information | |
Supplemental Cash Flows Information | (15) Supplemental Cash Flows Information Supplemental cash flow disclosures and noncash investing and financing activities are as follows: Six Months Ended June 30, 2021 2020 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 10,776 $ 19,372 Income taxes paid 5,561 7,359 Supplemental disclosure of non-cash investing and financing activities: Operating lease liabilities arising from obtaining new or modified right-of-use assets $ 2,197 $ 2,335 Decrease in operating lease liabilities and corresponding right-of-use assets resulting from lease modifications (2,559) (6,701) Acquisition holdback payable 2,000 — Acquisition deferred consideration payable 900 — Accrual of redeemable preferred stock paid-in-kind-dividends 4,827 1,771 Exchanges of Class C and Class D common stock for Class A common stock 13,231 882 |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Preferred Stock. | |
Redeemable Preferred Stock | (16) Redeemable Preferred Stock On April 21, 2020, the Company issued 152,250 shares of Preferred Stock. The Company received approximately $149.3 million in total net proceeds from the sale of the Preferred Stock and incurred approximately $1.7 million in stock issuance costs as part of the sale. The Preferred Stock ranks senior to the Class A common stock with respect to dividends and distributions on liquidation, winding-up, and dissolution. Each share of Preferred Stock had an initial liquidation preference of $1,000 per share. Holders of shares of Preferred Stock are entitled to cumulative, paid-in-kind (“PIK”) dividends, which are payable semi-annually in arrears by increasing the liquidation preference for each outstanding share of Preferred Stock. These PIK dividends accrue at an annual rate of (i) 6.00% per annum for the first ten years and (ii) 8.00% per annum thereafter. At the 2021 annual meeting of stockholders, the Company’s stockholders voted to approve the elimination of the limitation on conversion of the Preferred Stock in the event the conversion results in Class A Common Stock ownership in excess of 19.99% of the aggregate voting power as required by Nasdaq Listing Rule 5635. Holders of Preferred Stock are also entitled, on an as-converted basis, to participate in and receive any dividends declared or paid on the Class A Common Stock, and no dividends may be paid to holders of Class A Common Stock unless full participating dividends are concurrently paid to holders of Preferred Stock. The Preferred Stock’s initial carrying value is recorded at a discount to its liquidation preference. In accordance with the SEC’s Staff Accounting Bulletin Topic 5.Q, Increasing Rate Preferred Stock Each holder of Preferred Stock has the right, at its option, to convert its Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Class A Common Stock, at any time. The number of shares of Class A Common Stock into which a share of Preferred Stock will convert at any time is equal to the product of (i) the then-effective conversion rate and (ii) the quotient obtained by dividing the sum of the then-effective liquidation preference per share of Preferred Stock and the amount of any accrued and unpaid PIK dividends by the initial liquidation preference of $1,000. The conversion rate of the Preferred Stock was initially set at 63.2911 shares of Class A Common Stock, based on an implied conversion price of $15.80 per share of Class A Common Stock. The conversion rate is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion rate is also subject to adjustment for certain antidilutive offerings occurring during the first nine months following the issuance of the Preferred Stock, subject to certain caps set forth in the certificate of designations for the Preferred Stock. The Company has the right to settle any conversion at the request of a holder of Preferred Stock in cash based on the last reported sale price of the Class A Common Stock. Subject to certain conditions, the Company may, at its option, require conversion of all (but not less than all) of the outstanding shares of Preferred Stock to Class A Common Stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding notification of the election to convert, the last reported closing price of the Company’s Class A common stock is at least (i) 180% of the conversion price prior to the fourth semi-annual PIK dividend payment date, (ii) 170% of the conversion price on or after the fourth and prior to the sixth semi-annual PIK dividend payment date, (iii) 160% of the conversion price on or after the sixth and prior to the eighth semi-annual PIK dividend payment date, or (iv) 150% of the conversion price on or after the eighth semi-annual PIK dividend payment date. If the Company elects to mandatorily convert all outstanding shares of Preferred Stock prior to the sixth semi-annual PIK dividend payment date, then, for purposes of such conversion, the liquidation preference of each outstanding share of Preferred Stock will be increased by the compounded amount of all remaining scheduled PIK dividend payments on the Preferred Stock through, and including, the sixth semi-annual PIK dividend payment date. The holders of the Preferred Stock are generally entitled to vote with the holders of the shares of Class A common stock on all matters submitted for a vote to the Class A common stockholders (voting together with the holders of shares of Class A common stock as one class) on an as-converted basis, subject to certain limitations. The Preferred Stock may be redeemed by the Company at any time after ten years for a cash purchase price equal to the liquidation preference as of the redemption date plus accumulated and unpaid regular PIK dividends. If the Company undergoes a change of control (as defined in the certificate of designations for the Preferred Stock), each holder of Preferred Stock may require the Company to repurchase all or a portion of its then-outstanding shares of Preferred Stock for cash consideration equal to 150% of the then-current liquidation preference per share of Preferred Stock plus accumulated and unpaid dividends, if any (or, if the repurchase date for such change of control is on or after the sixth semi-annual PIK dividend payment date, 100% of the liquidation preference per share of Series A Preferred Stock plus accumulated and unpaid dividends, if any). Because the occurrence of a change of control may be outside of the Company’s control, the Company has classified the Preferred Stock as mezzanine equity on the unaudited condensed consolidated balance sheets. If a change of control were to occur as of June 30, 2021, the Company might have been required to repurchase the Preferred Stock for $245.1 |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interests | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Non-controlling Interests | |
Redeemable Non-controlling Interests | (17) Redeemable Non-controlling Interests The Company owns 66% of eService, the Company’s Polish subsidiary. The eService shareholders’ agreement includes a provision whereby PKO Bank Polski, the owner of 34% of eService, has the option to compel the Company to purchase the shares of eService held by PKO Bank Polski, at a price per share based on the fair value of the shares. The option expires on January 1, 2024. Because the exercise of this option is not solely within the Company’s control, the Company has classified this interest as RNCI and presents the redemption value within the mezzanine equity section of the unaudited condensed consolidated balance sheets. At each balance sheet date, the RNCI is reported at its redemption value, which represents the estimated fair value, with a corresponding adjustment to additional paid-in capital, or accumulated deficit in absence of additional paid-in capital. In October 2020, the Company, through its Mexican subsidiary, formed a joint venture with BCI, pursuant to which the Company owns 50.1% and BCI owns 49.9% of the equity of the Chilean subsidiary pursuant to the terms of a shareholders agreement between the parties. Under the shareholders agreement, BCI has the option to compel the Company to purchase BCI’s shares in the Chilean subsidiary at a price per share based on the fair value of the shares. The option becomes effective two years after the agreement date. Because the exercise of this option is not solely within the Company’s control, the Company has classified this interest as RNCI and presents the redemption value within the mezzanine equity section of the unaudited condensed consolidated balance sheets. At each balance sheet date, the RNCI is reported at its redemption value, which represents the estimated fair value, with a corresponding adjustment to additional paid-in capital, or accumulated deficit in absence of additional paid-in capital. As of June 30, 2021 The following table details the components of RNCI for the six months ended June 30, 2021 and for the year ended December 31, 2020: Blueapple eService Chile Total (In thousands) Beginning balance, January 1, 2021 $ 868,738 $ 186,436 $ 459 $ 1,055,633 Contributions — — 488 488 Distributions — (9,290) — (9,290) Net (loss) income attributable to RNCI (1,407) 3,602 (504) 1,691 Unrealized loss on foreign currency translation adjustment (2,008) (1,674) (164) (3,846) Unrealized gain on change in fair value of interest rate swap 163 — — 163 Increase in the maximum redemption amount of RNCI 29,881 8,228 — 38,109 Allocation of eService fair value RNCI adjustment to Blueapple (3,150) — — (3,150) Ending balance, June 30, 2021 $ 892,217 $ 187,302 $ 279 $ 1,079,798 Blueapple eService Chile Total (In thousands) Beginning balance, January 1, 2020 $ 902,258 $ 150,190 $ — $ 1,052,448 Contributions — — 505 505 Distributions — (4,537) — (4,537) Net (loss) income attributable to RNCI (8,068) 7,004 (85) (1,149) Unrealized gain on foreign currency translation adjustment 3,658 1,546 39 5,243 Unrealized loss on change in fair value of interest rate swap (223) — — (223) Purchase of Blueapple Class B common stock in connection with secondary offerings (51,350) — — (51,350) Increase in maximum redemption amount in connection with purchase of Blueapple Class B common stock 1,650 — — 1,650 Increase in the maximum redemption amount of RNCI 33,382 32,233 — 65,615 Allocation of eService fair value RNCI adjustment to Blueapple (12,569) — — (12,569) Ending balance, December 31, 2020 $ 868,738 $ 186,436 $ 459 $ 1,055,633 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value | |
Fair Value | (18) Fair Value The table below presents information about items, which are carried at fair value on a recurring basis: June 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 38,362 $ — $ — $ 38,362 Contingent consideration — — (910) (910) Blueapple RNCI (892,217) — — (892,217) eService RNCI — — (187,302) (187,302) Chile RNCI — — (279) (279) Interest rate swap — (113) — (113) Foreign currency swap — (163) — (163) Window forwards — 1,804 — 1,804 Investment in equity securities — 27,427 — 27,427 Total $ (853,855) $ 28,955 $ (188,491) $ (1,013,391) December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 39,578 $ — $ — $ 39,578 Contingent consideration — — (1,000) (1,000) Blueapple RNCI (868,738) — — (868,738) eService RNCI — — (186,436) (186,436) Chile RNCI — — (459) (459) Interest rate swap — (533) — (533) Investment in equity securities — 25,526 — 25,526 Total $ (829,160) $ 24,993 $ (187,895) $ (992,062) Cash equivalents consist of a money market fund that is valued using a market price in an active market (Level 1). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. To the extent that the valuation of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. The estimated fair value of Blueapple’s RNCI is derived from the closing stock price of the Company’s Class A common stock on the last day of the period. The estimated fair value of eService’s RNCI is determined utilizing an income approach, weighted at 50%, based on the forecasts of expected future cash flows, and the market approach, weighted at 50%, based on the guideline public company data. In applying the income approach, significant unobservable inputs included (i) the weighted-average cost of capital (“WACC”) used to discount the future cash flows, which was 12.0%, based on the markets in which the business operates and (ii) growth rates used within the future cash flows, which were up to 17.5%, based on historic trends, current and expected market conditions, and management’s forecast assumptions. A future increase in the WACC would result in a decrease in the fair value of RNCI in eService. Conversely, a decrease in the WACC would result in an increase in the fair value of RNCI in eService. In applying the market approach, the ranges of the valuation multiples as of June 30, 2021 were 4.00 4.50 8.00 10.00 The estimated fair value of Chile’s RNCI approximates its carrying amount as of June 30, 2021, given the proximity of the transaction date (i.e. formation of the joint venture and its beginning of operations in early June 2021, after securing approval from the Comisién Para el Mercado Financiero (“CMF”)) and the measurement date. In May 2020, the Company entered into an interest rate swap to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with its variable-rate debt. The fair value of the interest rate swap was determined based on the present value of the estimated future net cash flows using the LIBOR forward rate curve as of June 30, 2021. The future interest rates are derived from observable market interest rate curves and thus fall within Level 2 of the valuation hierarchy. The credit valuation adjustment associated with the derivative, related to the likelihood of default by the Company and the counterparty, was not significant to the overall valuation. As a result, the fair value of the interest rate swap is classified as Level 2 of the fair value hierarchy. As described in Note 14, “Derivatives,” the fair value of the interest rate swap was a $0.1 million liability and $0.5 million liability at June 30, 2021 and December 31, 2020, respectively. In June 2021, the Company entered into a foreign currency swap and window forward contracts to mitigate exposure to fluctuations in foreign currency exchange rates related to certain foreign intercompany balances. The fair value of the foreign currency swaps and window forward contracts were determined based on an estimate of the expected cash flows using the mark-to-market rate as of June 30, 2021. The Company also considers counterparty credit risk in the determination of fair value. The mark-to-market rates are derived from observable inputs and thus fall within Level 2 of the valuation hierarchy. As described in Note 14, “Derivatives,” the fair value of the foreign currency swap and window forward contracts were a $0.2 million liability and $1.8 million asset, respectively, at June 30, 2021. The Company was a member of Visa Europe Limited (“Visa Europe”) through certain of the Company’s subsidiaries in Europe. In 2016, Visa Inc. (“Visa”) acquired all of the membership interests in Visa Europe. As part of the proceeds from the sale of its membership interests, one of the Company’s subsidiaries received shares of Visa Series C preferred stock and another subsidiary received economic rights relating to shares of Visa Series C preferred stock under a contractual arrangement with a former member of Visa Europe. The Visa Series C preferred stock is convertible into Visa Series A preferred stock at periodic intervals over the 12 year period following the acquisition date at Visa’s discretion. In September 2020, Visa issued a partial conversion and conversion adjustment with respect to its Series C preferred stock. Pursuant to the partial conversion and conversion adjustment, holders of Series C preferred stock received shares of Series A preferred stock and the conversion ratio for such holder’s shares of Series C preferred stock was reduced. The Series A preferred stock is convertible into shares of Visa Class A common stock upon a transfer to any holder that is eligible to hold Visa Class A common stock. Holders of Series A preferred stock are able to effectuate a transfer to an eligible holder through a sales facility established by Visa’s transfer agent or through a third party broker. The Visa Series A preferred stock, which is presented in investments in equity securities on the unaudited condensed consolidated balance sheets, is reported at fair value. In connection with the measurement of the investment in Visa Series A preferred stock at fair value, the Company recognized a gain of $2.5 million and $2.3 million for the three and six months ended June 30, 2021, respectively. The fair value of Visa Series A preferred stock is determined using a market approach based on the quoted market price of Visa Class A common stock, and as a result is classified as Level 2 of the fair value hierarchy. The remaining Visa Series C preferred stock is carried at cost in the amount of €6.5 million ($7.4 million based on the foreign exchange rate at the time of the acquisition) as of each of June 30, 2021 and December 31, 2020, and is presented in other assets on the unaudited condensed consolidated balance sheets. The estimated fair value of the remaining Visa Series C preferred stock of $21.9 million and $20.4 million as of June 30, 2021 and December 31, 2020, respectively, is based upon inputs classified as Level 3 of the fair value hierarchy. These inputs include the fair value of Visa Class A common stock as of June 30, 2021, the conversion factor of Visa Series C preferred stock to Visa Class A common stock, and a discount due to the lack of liquidity, which represents a measure of fair value that is unobservable or requires management’s judgment. The estimated fair value of receivables, settlement processing assets and obligations, due to and from related parties and settlement lines of credit approximate their respective carrying values due to their short term nature. The estimated fair value of long-term debt as of June 30, 2021 and December 31, 2020 was $586.8 592.6 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (19) Commitments and Contingencies Litigation One of the Company’s financial institution referral partners, Grupo Banco Popular, was acquired by Santander in June 2017, which has adversely impacted the Company’s business in Spain. Revenues from this channel have declined significantly due primarily to reduced merchant referrals following Santander’s consolidation of Grupo Banco Popular branches and the bank’s lack of performance of certain of its obligations under our agreements. The Company believes that its agreements with Santander, including the bank’s referral obligations, remain in full force and effect and the Company is pursuing the contractual and legal remedies available to the Company as it works to resolve these and other matters. In December 2020, the Company filed a claim in the Court of First Instance in Madrid, Spain seeking recovery in connection with Santander’s breach of certain of its exclusivity, non-compete and merchant referral obligations under the commercial agreements between the parties. The litigation is at a preliminary stage and the Company cannot at this time determine the likelihood of any outcome or any damages that may be awarded to it. There can be no assurance as to when or if the Company will recover the amounts to which the Company believes it is entitled. The Company is also party to various claims and lawsuits incidental to its business. The Company does not believe the ultimate outcome of such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Information | |
Segment Information | (20) Segment Information Information on segments and reconciliations to revenue and net income (loss) attributable to the shareholders of EVO, Inc. and members of EVO, LLC are set forth below. Segment profit, which is the measure used by our chief operating decision maker to evaluate the performance of and allocate resources to our segments, is calculated as segment revenue less (1) segment expenses, plus (2) segment income from unconsolidated investees, plus (3) segment other income, net, less (4) segment non-controlling interests. Certain corporate-wide governance functions, as well as depreciation and amortization, are not allocated to our segments. The Company does not evaluate performance or allocate resources based on segment assets, and therefore, such information is not presented. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Segment revenue: Americas $ 76,979 $ 61,952 $ 147,406 $ 132,824 Europe 45,256 32,331 81,009 72,628 Revenue $ 122,235 $ 94,283 $ 228,415 $ 205,452 Segment profit: Americas $ 37,781 $ 22,820 $ 67,757 $ 42,780 Europe 17,055 6,794 26,181 15,617 Total segment profit 54,836 29,614 93,938 58,397 Corporate (10,255) (6,673) (16,137) (17,182) Depreciation and amortization (20,695) (20,525) (41,621) (41,949) Net interest expense (5,732) (7,114) (11,589) (16,568) Provision for income tax (expense) benefit (7,045) 496 (11,575) 2,076 Share-based compensation expense (6,489) (5,890) (12,287) (9,475) Less: Net income (loss) attributable to non-controlling interests of EVO Investco, LLC 1,457 (6,321) (1,592) (16,122) Net income (loss) attributable to EVO Payments, Inc. $ 3,163 $ (3,771) $ 2,321 $ (8,579) Capital expenditures: Americas $ 4,025 $ 1,775 $ 6,688 $ 5,606 Europe 5,073 1,733 13,271 3,068 Consolidated total capital expenditures $ 9,098 $ 3,508 $ 19,959 $ 8,674 The Company’s long-lived assets, which consist of equipment and improvements, net, and operating lease right-of-use assets, by geographic location are as follows: June 30, December 31, 2021 2020 (In thousands) Long-lived assets: Poland $ 37,935 $ 40,945 United States 25,078 30,334 Mexico 20,200 20,862 Other 25,652 26,589 Totals $ 108,865 $ 118,730 Revenue is attributed to individual countries based on the location where the relationship is managed. For the three months ended June 30, 2021, revenue in the United States, Mexico, and Poland, as a percentage of total consolidated revenue, was 39.5%, 20.3%, and 17.2%, respectively. For the three months ended June 30, 2020, revenue in the United States, Poland, and Mexico, as a percentage of total consolidated revenue, was 47.8%, 17.1%, and 15.0%, respectively. For the six months ended June 30, 2021, revenue in the United States, Mexico, and Poland, as a percentage of total consolidated revenue, was 40.6% |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | (21) Shareholders’ Equity EVO, Inc. was incorporated under the laws of the State of Delaware on April 20, 2017. On May 25, 2018, we completed the IPO and shares of our Class A common stock began trading on the Nasdaq stock market on May 23, 2018 under the symbol “EVOP.” In connection with the IPO, we completed the Reorganization Transactions to implement an “Up-C” capital structure. As a result of the Reorganization Transactions and the IPO, EVO, Inc. is the sole managing member of EVO, LLC and a holding company whose principal assets are the LLC Interests and the preferred membership interests (“Preferred LLC Interests”) in EVO, LLC. As the sole managing member of EVO, LLC, the Company operates and controls all of the business and affairs of EVO, LLC and its subsidiaries. The Company has the sole voting interest in, and controls the management of, EVO, LLC. Therefore, EVO, Inc. has consolidated the financial results of EVO, LLC and its subsidiaries. Following the Reorganization Transactions and the IPO until May 24, 2021 the Company had four classes of common stock: Class A common stock, Class B common stock (classified as redeemable non-controlling interest), Class C common stock (classified as non-redeemable non-controlling interest) and Class D common stock (classified as non-redeemable non-controlling interest). On May 25, 2021, pursuant to the Company's amended and restated certificate of incorporation, all 32,163,538 outstanding shares of Class B common stock were automatically cancelled for no consideration and each outstanding share of Class C common stock was automatically converted into one share of Class D common stock. Following the cancellation of Class B common stock, Blueapple continues to hold 32,163,538 LLC Interests and maintains all of its rights under the EVO LLC Agreement. Following these changes in the Company’s equity capital structure, the Company has two classes of common stock outstanding: Class A common stock and Class D common stock (classified as non-redeemable non-controlling interest). The Company has one class of preferred stock outstanding, which is convertible (subject to certain limitations) into shares of Class A common stock. The Preferred Stock was issued on April 21, 2020 in connection with an investment by MDP. Refer to Note 16, “Redeemable Preferred Stock,” for additional details regarding the transaction. The voting and economic rights associated with our classes of common and preferred stock are summarized in the following table: Class of Common Stock Holders Voting rights Economic rights Class A common stock Public, MDP, Executive Officers, and Current and Former Employees One vote per share Yes Class D common stock MDP and Current and Former Employees, and Executive Officers One vote per share No Series A Preferred Stock MDP On an as-converted basis* Yes * Subject to certain voting caps as specified in the certificate of designations for the Preferred Stock Following the cancellation of Class B common stock on May 25, 2021, Blueapple continues to hold 32,163,538 LLC Interests and maintains all of its rights under the EVO LLC Agreement, including the sale right that provides that, upon the receipt of a sale notice from Blueapple, the Company will use its commercially reasonable best efforts to pursue a public offering of shares of Class A common stock and use the net proceeds therefrom to purchase LLC Interests from Blueapple. Upon the Company’s receipt of such a sale notice, the Company may elect, at its option (determined solely by its independent directors (within the meaning of the rules of Nasdaq) who are disinterested), to cause EVO, LLC to instead redeem the applicable LLC Interests for cash; provided that Blueapple consents to any election by the Company to cause EVO, LLC to redeem the LLC Interests. Continuing LLC Owners (other than Blueapple) have an exchange right providing that, upon receipt of an exchange notice from such Continuing LLC Owners, the Company will exchange the applicable LLC Interests from such Continuing LLC Owners for newly issued shares of its Class A common stock on a one-for-one basis pursuant to an exchange agreement (the “Exchange Agreement”). Upon its receipt of such an exchange notice, the Company may elect, at its option (determined solely by its independent directors (within the meaning of the rules of Nasdaq) who are disinterested), to cause EVO, LLC to instead redeem the applicable LLC Interests for cash; provided that such Continuing LLC Owners consents to any election by the Company to cause EVO, LLC to redeem the LLC Interests. In the event that Continuing LLC Owners do not consent to an election by the Company to cause EVO, LLC to redeem the LLC Interests, the Company is required to exchange the applicable LLC Interests for newly issued shares of Class A common stock. If the Company elects to cause EVO, LLC to redeem LLC Interests for cash in lieu of exchanging LLC Interests for newly issued shares of its Class A common stock, the Company will offer the other Continuing LLC Owners the right to have their respective LLC Interests redeemed in an amount up to such person’s pro rata share of the aggregate LLC Interests to be redeemed. The Company is not required to redeem any LLC Interests from Blueapple or any other Continuing LLC Owners in response to a sale notice from Blueapple if the Company elects to pursue, but is unable to complete, a public offering of shares of its Class A common stock. Continuing LLC Owners also hold certain registration rights pursuant to a registration rights agreement. MDP holds demand registration rights that require the Company to register shares of Class A common stock held by it, including any Class A common stock received upon its exchange of Class A common stock for its LLC Interests, or upon conversion of any shares of Preferred Stock held by MDP. All Continuing LLC Owners (other than Blueapple) hold customary piggyback registration rights, which includes the right to participate on a pro rata basis in any public offering the Company conducts in response to its receipt of a sale notice from Blueapple. Blueapple also has the right, in connection with any public offering the Company conducts (including any offering conducted as a result of an exercise by MDP of its registration rights), to request that the Company uses its commercially reasonable best efforts to pursue a public offering of shares of its Class A common stock and use the net proceeds therefrom to purchase a like amount of Blueapple’s LLC Interests. |
Stock Compensation Plans and Sh
Stock Compensation Plans and Share-Based Compensation Awards | 6 Months Ended |
Jun. 30, 2021 | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Stock Compensation Plans and Share-Based Compensation Awards | (22) Stock Compensation Plans and Share-Based Compensation Awards The Company provides share-based compensation awards to its employees under the Amended and Restated 2018 Omnibus Incentive Stock Plan (the “Amended and Restated 2018 Plan”). The original Omnibus Equity Incentive Plan (the “2018 Plan”) was adopted in conjunction with the Company’s IPO and became effective on May 22, 2018. In February 2020, the Company adopted the Amended and Restated 2018 Plan, which was approved by the Company’s stockholders at the Company’s 2020 annual meeting of stockholders in June 2020. The Amended and Restated 2018 Plan amended and restated the 2018 Plan in its entirety and increased the number of shares of the Company’s Class A common stock available for grant and issuance under the 2018 Plan from 7,792,162 shares to 15,142,162 shares. The Amended and Restated 2018 Plan provides for accelerated vesting under certain conditions. The following table summarizes share-based compensation expense, and the related income tax benefit recognized for share-based compensation awards. Share-based compensation expense is presented within selling, general, and administrative expenses within the unaudited condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Share-based compensation expense $ 6,489 $ 5,890 $ 12,287 $ 9,475 Income tax benefit $ (963) $ (726) $ (1,921) $ (1,124) Unit appreciation rights/Restricted stock awards The Company assumed EVO, LLC’s obligations under the EVO, LLC Unit Appreciation Rights Plan (“UAR Plan”) and converted all of the outstanding UARs held by members of management and current and former employees at the consummation of the IPO to restricted Class A common stock (“RSAs”). In connection with the Company’s assumption of EVO, LLC’s obligation under the UAR Plan and the issuance of the RSAs, on the IPO date, the Company recorded share-based compensation expense based on the modification date fair value of the RSAs of $16.00 per share. The Company recognized share-based compensation expense related to RSAs of less than $ 0.1 A summary of RSAs activity is as follows (in thousands, except per share data): Number of RSAs Weighted-average grant date fair value Balance at December 31, 2020 4 $ 16.00 Granted — — Vested (4) 16.00 Forfeited — — Balance at June 30, 2021 — $ 16.00 As of June 30, 2021 and 2020, total unrecognized share-based compensation expense related to outstanding RSAs was less than $0.1 million. The total fair value of shares vested during the six months ended June 30, 2021 and 2020, was less than $ 0.1 Restricted stock units The Company recognized share-based compensation expense for RSUs granted of $3.2 2.4 $5.7 4.1 A summary of RSUs activity is as follows (in thousands, except per share data): Number of RSUs Weighted-average grant date fair value Balance at December 31, 2020 1,149 $ 22.92 Granted 625 25.60 Vested (343) 22.85 Forfeited (48) 21.50 Balance at June 30, 2021 1,384 $ 24.20 As of June 30, 2021 and 2020, total unrecognized share-based compensation expense related to outstanding RSUs was $28.9 25.1 $7.8 5.2 Stock options Service-Based Stock Options The Company recognized share-based compensation expense for the service-based stock options granted of $2.9 3.5 $6.0 5.4 A summary of service-based stock option activity is as follows (in thousands, except per share and term data): Number of Options Weighted-average grant date fair value Weighted-average exercise price Weighted-average remaining contractual term Total intrinsic value Balance at December 31, 2020 5,084 $ 7.60 $ 21.06 8.36 $ 30,405 Granted 1,087 9.74 25.68 — — Exercised (414) 6.35 17.74 — 4,502 Forfeited (131) 7.93 22.20 — — Balance at June 30, 2021 5,627 $ 8.10 $ 22.17 8.17 $ 31,451 Exercisable at June 30, 2021 2,410 $ 7.22 $ 19.21 7.61 $ 20,578 As of June 30, 2021 and 2020, total unrecognized share-based compensation expense related to unvested service-based stock options was $24.9 million and $ 29.5 vested the Chief Executive Officer (“CEO”)) Six Months Ended June 30, 2021 2020 Expected life (in years) 7.00 7.00 Weighted-average risk-free interest rate 1.16% 0.86% Expected volatility 34.60% 30.22% Dividend yield 0.00% 0.00% Weighted-average fair value at grant date $ 9.74 $ 6.83 The risk-free interest rate is based on the yield of a zero-coupon United States Treasury security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption for expected volatility is based on the historical volatility of a peer group of market participants as the Company has limited historical volatility. It is the Company’s intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero. The Company applies the simplified method in determining the expected life of the stock options as the Company has limited historical basis upon which to determine historical exercise periods. The Company’s assumption of the expected life is determined based on the general grant vesting period plus half of the remaining life through expiration. All stock options exercised will be settled in Class A common stock. Market and Service-Based Stock Options During the quarter ended March 31, 2021, 287,395 stock options with a fair value of approximately $2.9 million were granted to the Company’s CEO. These options vest only upon the satisfaction of certain market-based and service-based vesting conditions. The market-based vesting condition, which was met in the second quarter of 2021, required that the twenty trading day trailing average price for the Company’s Class A common stock must equal or exceed 110% of the closing price of the Company’s Class A common stock on the grant date for a period of twenty consecutive trading days. In addition, the options are subject to a service-based vesting condition that is satisfied in three equal annual installments on the first, second and third anniversaries of the grant date. For the purpose of calculating share-based compensation expense, the fair value of this grant was determined through the application of the Monte-Carlo simulation model with the following assumptions: Six Months Ended June 30, 2021 Expected life (in years) 7.00 Weighted-average risk-free interest rate 1.15% Expected volatility 34.65% Dividend yield 0.00% Exercise price $ 25.46 The Company recognizes share-based compensation expense related to this award with market-based and service-based conditions over the derived service period of 3 years using the graded vesting method. The Company recognized share-based compensation expense for these stock options of $0.4 $0.6 1.8 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | (23) Subsequent Events In July 2021, a subsidiary of EVO, Inc. completed the acquisition of 100% of the outstanding shares of Anderson Zaks Ltd., an omni-channel payment gateway provider based in the United Kingdom that will enhance our tech-enabled capabilities. This acquisition is not material to the Company’s financial position, results of operations, or cash flows. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Basis of Presentation and Use of Estimates | (b) Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of changes in equity (deficit) for the three and six months ended June 30, 2021 and 2020, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 reflect all adjustments that are of a normal, recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted in accordance with SEC rules that would ordinarily be required under U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities, as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates used for accounting purposes include, but are not limited to, valuation of redeemable non-controlling interests (“RNCI”), evaluation of realizability of deferred tax assets, determination of liabilities under the tax receivable agreement, determination of liabilities and corresponding right-of-use assets arising from lease agreements, determination of assets or liabilities arising from derivative transactions, determination of fair value of share-based compensation, establishment of severance liabilities, establishment of allowance for doubtful accounts, and assessment of impairment of goodwill and intangible assets. |
Principles of Consolidation | (c) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. As the sole managing member of EVO, LLC, the Company exerts control over the Group. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation |
Cash and Cash Equivalents, Restricted Cash, Settlement Related Cash and Merchant Reserves | (d) Cash and Cash Equivalents, Restricted Cash, Settlement Related Cash and Merchant Reserves Cash and cash equivalents include all cash balances and highly liquid securities with original maturities of three months or less. Cash balances often exceed federally insured limits; however, concentration of credit risk is limited due to the payment of funds on the same day or the day following receipt in satisfaction of the settlement process. Included in cash and cash equivalents are settlement-related cash and merchant reserves. Settlement-related cash represents funds that the Company holds when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted, however, these funds are generally paid out in satisfaction of settlement processing obligations and therefore are not available for general purposes. As of June 30, 2021 and December 31, 2020, settlement-related cash balances were $121.0 million and $163.5 million, respectively. Merchant reserves represent funds collected from the Company’s merchants that serve as collateral to minimize contingent liabilities associated with any losses that may occur under the respective merchant agreements. While this cash is not restricted in its use, the Company believes that maintaining merchant reserves to collateralize merchant losses strengthens its fiduciary standings with its card network sponsors and is in accordance with the guidelines set by the card networks. As of June 30, 2021 and December 31, 2020 109.9 Restricted cash represents funds held as a liquidity reserve at our Chilean subsidiary, as required by local regulations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the unaudited condensed consolidated balance sheets to the total amount shown in the unaudited condensed consolidated statements of cash flows: June 30, December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 376,230 $ 418,439 Restricted cash included in other assets 185 100 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 376,415 $ 418,539 |
Derivatives | (e) Derivatives The Company recognizes derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of a particular derivative, whether the Company has elected to designate or not designate such derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company entered into a foreign currency swap and window forward contracts in June 2021 to mitigate its exposure to fluctuations in foreign currency exchange rates related to certain foreign intercompany balances. The Company elected not to designate the foreign currency swap and window forward contracts as a cash flow hedge and such derivatives are not subject to hedge accounting as a result. Changes in the fair value of a derivative that is designated as, and meets all the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive (loss) income and reclassified into earnings as the underlying hedged item affects earnings. Changes in the fair value of a derivative that is not designated as a cash flow hedge are recorded as a component of other income (expense). Refer to Note 14, “Derivatives,” and Note 18, “Fair Value,” for further information on the derivative instruments. |
Recent Accounting Pronouncements | (f) Recent Accounting Pronouncements New accounting pronouncements issued by the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies are adopted as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Recently Adopted Accounting Pronouncements Simplifying the Accounting for Income Taxes In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes Investments, Joint Ventures, and Derivatives and Hedging In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Recently Issued Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | June 30, December 31, 2021 2020 (In thousands) Cash and cash equivalents $ 376,230 $ 418,439 Restricted cash included in other assets 185 100 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 376,415 $ 418,539 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Summary of revenue | Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Americas Europe Total Americas Europe Total (In thousands) (In thousands) Divisions: Direct $ 32,449 $ 35,874 $ 68,323 $ 61,353 $ 64,096 $ 125,449 Tech-enabled 33,623 9,382 43,005 64,782 16,913 81,695 Traditional 10,907 — 10,907 21,271 — 21,271 Totals $ 76,979 $ 45,256 $ 122,235 $ 147,406 $ 81,009 $ 228,415 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Americas Europe Total Americas Europe Total (In thousands) (In thousands) Divisions: Direct $ 22,419 $ 25,707 $ 48,126 $ 53,992 $ 56,765 $ 110,757 Tech-enabled 28,525 6,624 35,149 57,043 15,863 72,906 Traditional 11,008 — 11,008 21,789 — 21,789 Totals $ 61,952 $ 32,331 $ 94,283 $ 132,824 $ 72,628 $ 205,452 |
Settlement Processing Assets _2
Settlement Processing Assets and Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Settlement Processing Assets and Obligations | |
Summary of settlement processing assets and obligations | June 30, December 31, 2021 2020 (In thousands) Settlement processing assets: Receivable from card networks $ 243,300 $ 198,053 Receivable from merchants 94,280 87,652 Totals $ 337,580 $ 285,705 Settlement processing obligations: Settlement liabilities due to merchants $ (338,795) $ (336,440) Merchant reserves (103,738) (109,904) Totals $ (442,533) $ (446,344) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of the Company's basic and diluted earnings per share of Class A common stock, as well as the anti-dilutive shares excluded (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 Numerator: Net income (loss) attributable to EVO Payments, Inc. $ 3,163 $ 2,321 $ (3,771) $ (8,579) Less: Accrual of redeemable preferred stock paid-in-kind dividends 2,445 4,827 1,771 1,771 Less: Allocation of undistributed earnings to preferred shares 129 — — — Undistributed income (loss) attributable to shares of Class A common stock $ 589 $ (2,506) $ (5,542) $ (10,350) Denominator: Weighted-average Class A common stock outstanding 47,038,194 46,775,245 41,398,838 41,329,118 Effect of dilutive securities — — — — Total dilutive securities 47,038,194 46,775,245 41,398,838 41,329,118 Earnings per share: Basic $ 0.01 $ (0.05) $ (0.13) $ (0.25) Diluted $ 0.01 $ (0.05) $ (0.13) $ (0.25) Weighted-average anti-dilutive securities: Redeemable preferred stock 152,250 152,250 118,788 59,394 Stock options 6,081,132 5,785,041 5,714,359 4,813,692 RSUs 1,451,977 1,369,429 1,289,893 1,158,882 RSAs 291 621 4,127 4,459 Class C common stock 965,197 1,328,614 2,317,955 2,318,450 Class D common stock 2,934,418 2,655,306 4,339,978 4,342,368 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Pago Facil | |
Acquisition | |
Schedule of purchase price allocation | As of the Estimated acquisition date Useful Life Definite-lived intangible assets (In thousands ) Acquired software $ 9,400 5 years Customer relationships 2,800 7 years Trademarks 420 2 years Non-compete agreement 140 3 years Deferred tax liability (3,445) Other assets, net 1,054 Goodwill 10,531 Total purchase price $ 20,900 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of maturities of lease liabilities | As of June 30, 2021, maturities of lease liabilities are as follows: (In thousands) Years ending: 2021 (remainder of the year) $ 4,150 2022 8,518 2023 6,213 2024 5,349 2025 4,542 2026 and thereafter 12,503 Total future minimum lease payments (undiscounted) 41,275 Less: present value discount (7,915) Present value of lease liability $ 33,360 |
Equipment and Improvements (Tab
Equipment and Improvements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equipment and Improvements | |
Schedule of equipment and improvements | Estimated Useful Lives in June 30, December 31, Years 2021 2020 (In thousands) Card processing equipment 3-5 $ 149,374 $ 143,514 Office equipment 3-5 45,067 44,049 Computer software 3 60,004 54,192 Leasehold improvements various 19,115 19,090 Furniture and fixtures 5-7 4,523 4,547 Totals 278,083 265,392 Less accumulated depreciation (203,268) (185,010) Foreign currency translation adjustment 2,823 3,224 Totals $ 77,638 $ 83,606 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Schedule of intangible assets, net | June 30, 2021 Gross carrying value Accumulated amortization Accumulated impairment charges Translation and other adjustments Net (In thousands) Merchant contract portfolios and customer relationships $ 296,381 $ (189,010) $ (5,685) $ (28,530) $ 73,156 Marketing alliance agreements 186,081 (75,364) (7,557) (18,689) 84,471 Internally developed and acquired software 104,556 (45,675) (10,191) (1,098) 47,592 Trademarks, definite-lived 22,048 (12,040) (901) (3,330) 5,777 Non-compete agreements 6,602 (6,461) - (2) 139 Total $ 615,668 $ (328,550) $ (24,334) $ (51,649) $ 211,135 December 31, 2020 Gross carrying value Accumulated amortization Accumulated impairment charges Translation and other adjustments Net (In thousands) Merchant contract portfolios and customer relationships $ 293,581 $ (181,062) $ (5,685) $ (28,205) $ 78,629 Marketing alliance agreements 186,081 (69,446) (7,557) (18,104) 90,974 Internally developed and acquired software 90,881 (38,828) (10,191) (871) 40,991 Trademarks, definite-lived 21,629 (11,060) (901) (3,224) 6,444 Non-compete agreements 6,462 (6,425) - 2 39 Total $ 598,634 $ (306,821) $ (24,334) $ (50,402) $ 217,077 |
Schedule of estimated amortization expense | (In thousands) Years ending: 2021 (remainder of the year) $ 20,699 2022 39,369 2023 34,506 2024 22,159 2025 18,089 2026 and thereafter 76,313 Total $ 211,135 |
Schedule of intangible assets, net by segment | June 30, December 31, 2021 2020 (In thousands) Intangible assets, net: Americas Merchant contract portfolios and customer relationships $ 56,471 $ 59,149 Marketing alliance agreements 61,033 63,946 Internally developed and acquired software 32,676 24,615 Trademarks, definite-lived 1,732 1,582 Non-compete agreements 134 22 Total 152,046 149,314 Europe Merchant contract portfolios and customer relationships 16,685 19,480 Marketing alliance agreements 23,438 27,028 Internally developed and acquired software 14,916 16,376 Trademarks, definite-lived 4,045 4,862 Non-compete agreements 5 17 Total 59,089 67,763 Total intangible assets, net $ 211,135 $ 217,077 |
Schedule of goodwill activity | Reportable Segment Americas Europe Total (In thousands) Goodwill, gross, as of December 31, 2020 $ 266,848 $ 140,551 $ 407,399 Accumulated impairment losses — (24,291) (24,291) Goodwill, net, as of December 31, 2020 266,848 116,260 383,108 Business combinations 10,531 — 10,531 Foreign currency translation adjustment 828 (3,060) (2,232) Goodwill, net, as of June 30, 2021 $ 278,207 $ 113,200 $ 391,407 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | June 30, December 31, 2021 2020 (In thousands) Compensation and related benefits $ 16,860 $ 21,398 Third-party processing and payment network fees 44,807 40,224 Trade payables 6,030 8,306 Taxes payable 9,635 14,504 Commissions payable to third parties and agents 16,775 15,759 Unearned revenue 4,999 4,627 Other 16,208 17,791 Total accounts payable and accrued expenses $ 115,314 $ 122,609 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Schedule of related party balances | June 30, December 31, 2021 2020 (In thousands) Due from related parties, current $ 756 $ 625 Due to related parties, current (5,401) (5,124) Due to related parties, long-term (185) (185) |
Long-Term Debt and Lines of C_2
Long-Term Debt and Lines of Credit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt and Lines of Credit | |
Summary of long-term debt | June 30, December 31, 2021 2020 (In thousands) First lien term loan $ 587,873 $ 591,169 Less debt issuance costs (6,086) (7,379) Total long-term debt 581,787 583,790 Less current portion of long-term debt, net of current portion of debt issuance costs (4,628) (4,628) Total long-term debt, net of current portion $ 577,159 $ 579,162 |
Schedule of principal payment requirements | Years ending: (In thousands) 2021 (remainder of the year) $ 3,297 2022 6,593 2023 577,983 2024 — 2025 — 2026 and thereafter — Total $ 587,873 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivatives | |
Summary of fair value of the interest rate swap | June 30, 2021 Balance Sheet Fair Value Location (In thousands) Interest Rate Swap - current portion Accrued expenses $ (324) Interest Rate Swap - long-term portion Other assets $ 211 December 31, 2020 Balance Sheet Fair Value Location (In thousands) Interest Rate Swap - current portion Accrued expenses $ (341) Interest Rate Swap - long-term portion Other long-term liabilities $ (192) |
Schedule of effect of hedge accounting on accumulated other comprehensive income (loss) | Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (In thousands) Beginning accumulated derivative loss in accumulated other comprehensive (loss) income $ (88) $ (533) $ — $ — Derivative (loss) gain recognized in the current period in accumulated other comprehensive (loss) income (143) 214 (878) (878) Less: Derivative loss reclassified from accumulated other comprehensive (loss) income to interest expense (118) (206) (15) (15) Ending accumulated derivative loss in accumulated other comprehensive (loss) income $ (113) $ (113) $ (863) $ (863) Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 (In thousands) Total interest expense including the effects of cash flow hedges $ (6,061) $ (12,159) $ (7,332) $ (17,199) Derivative loss reclassified from accumulated other comprehensive (loss) income into interest expense $ (118) $ (206) $ (15) $ (15) |
Summary of fair value of the foreign currency swap | June 30, 2021 Settlement Balance Sheet Fair Value Dates Location (In thousands) Foreign Currency Swap July 7, 2021 Accrued expenses $ (163) Window Forwards July 1 - September 1, 2021 Other current assets $ 1,804 |
Schedule of effect of foreign currency contact on accumulated other comprehensive income (loss) | Location of Unrealized Three Months Ended June 30, Six Months Ended June 30, Gain or (Loss) 2021 (In thousands) Foreign Currency Swap Other income (expense) $ (163) $ (163) Window Forwards Other income (expense) $ 1,804 $ 1,804 |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flows Information | |
Schedule of supplemental cash flow disclosures and noncash investing and financing activities | Six Months Ended June 30, 2021 2020 (In thousands) Supplemental disclosure of cash flow data: Interest paid $ 10,776 $ 19,372 Income taxes paid 5,561 7,359 Supplemental disclosure of non-cash investing and financing activities: Operating lease liabilities arising from obtaining new or modified right-of-use assets $ 2,197 $ 2,335 Decrease in operating lease liabilities and corresponding right-of-use assets resulting from lease modifications (2,559) (6,701) Acquisition holdback payable 2,000 — Acquisition deferred consideration payable 900 — Accrual of redeemable preferred stock paid-in-kind-dividends 4,827 1,771 Exchanges of Class C and Class D common stock for Class A common stock 13,231 882 |
Redeemable Non-controlling In_2
Redeemable Non-controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Non-controlling Interests | |
Schedule of components of redeemable non-controlling interest | Blueapple eService Chile Total (In thousands) Beginning balance, January 1, 2021 $ 868,738 $ 186,436 $ 459 $ 1,055,633 Contributions — — 488 488 Distributions — (9,290) — (9,290) Net (loss) income attributable to RNCI (1,407) 3,602 (504) 1,691 Unrealized loss on foreign currency translation adjustment (2,008) (1,674) (164) (3,846) Unrealized gain on change in fair value of interest rate swap 163 — — 163 Increase in the maximum redemption amount of RNCI 29,881 8,228 — 38,109 Allocation of eService fair value RNCI adjustment to Blueapple (3,150) — — (3,150) Ending balance, June 30, 2021 $ 892,217 $ 187,302 $ 279 $ 1,079,798 Blueapple eService Chile Total (In thousands) Beginning balance, January 1, 2020 $ 902,258 $ 150,190 $ — $ 1,052,448 Contributions — — 505 505 Distributions — (4,537) — (4,537) Net (loss) income attributable to RNCI (8,068) 7,004 (85) (1,149) Unrealized gain on foreign currency translation adjustment 3,658 1,546 39 5,243 Unrealized loss on change in fair value of interest rate swap (223) — — (223) Purchase of Blueapple Class B common stock in connection with secondary offerings (51,350) — — (51,350) Increase in maximum redemption amount in connection with purchase of Blueapple Class B common stock 1,650 — — 1,650 Increase in the maximum redemption amount of RNCI 33,382 32,233 — 65,615 Allocation of eService fair value RNCI adjustment to Blueapple (12,569) — — (12,569) Ending balance, December 31, 2020 $ 868,738 $ 186,436 $ 459 $ 1,055,633 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value | |
Schedule of information about items which are carried at fair value on a recurring basis | June 30, 2021 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 38,362 $ — $ — $ 38,362 Contingent consideration — — (910) (910) Blueapple RNCI (892,217) — — (892,217) eService RNCI — — (187,302) (187,302) Chile RNCI — — (279) (279) Interest rate swap — (113) — (113) Foreign currency swap — (163) — (163) Window forwards — 1,804 — 1,804 Investment in equity securities — 27,427 — 27,427 Total $ (853,855) $ 28,955 $ (188,491) $ (1,013,391) December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 39,578 $ — $ — $ 39,578 Contingent consideration — — (1,000) (1,000) Blueapple RNCI (868,738) — — (868,738) eService RNCI — — (186,436) (186,436) Chile RNCI — — (459) (459) Interest rate swap — (533) — (533) Investment in equity securities — 25,526 — 25,526 Total $ (829,160) $ 24,993 $ (187,895) $ (992,062) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Information | |
Summary of segment information | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Segment revenue: Americas $ 76,979 $ 61,952 $ 147,406 $ 132,824 Europe 45,256 32,331 81,009 72,628 Revenue $ 122,235 $ 94,283 $ 228,415 $ 205,452 Segment profit: Americas $ 37,781 $ 22,820 $ 67,757 $ 42,780 Europe 17,055 6,794 26,181 15,617 Total segment profit 54,836 29,614 93,938 58,397 Corporate (10,255) (6,673) (16,137) (17,182) Depreciation and amortization (20,695) (20,525) (41,621) (41,949) Net interest expense (5,732) (7,114) (11,589) (16,568) Provision for income tax (expense) benefit (7,045) 496 (11,575) 2,076 Share-based compensation expense (6,489) (5,890) (12,287) (9,475) Less: Net income (loss) attributable to non-controlling interests of EVO Investco, LLC 1,457 (6,321) (1,592) (16,122) Net income (loss) attributable to EVO Payments, Inc. $ 3,163 $ (3,771) $ 2,321 $ (8,579) Capital expenditures: Americas $ 4,025 $ 1,775 $ 6,688 $ 5,606 Europe 5,073 1,733 13,271 3,068 Consolidated total capital expenditures $ 9,098 $ 3,508 $ 19,959 $ 8,674 |
Schedule of long lived assets by geographic location | June 30, December 31, 2021 2020 (In thousands) Long-lived assets: Poland $ 37,935 $ 40,945 United States 25,078 30,334 Mexico 20,200 20,862 Other 25,652 26,589 Totals $ 108,865 $ 118,730 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Shareholders' Equity | |
Schedule of voting and economic rights of common stockholders | Class of Common Stock Holders Voting rights Economic rights Class A common stock Public, MDP, Executive Officers, and Current and Former Employees One vote per share Yes Class D common stock MDP and Current and Former Employees, and Executive Officers One vote per share No Series A Preferred Stock MDP On an as-converted basis* Yes * Subject to certain voting caps as specified in the certificate of designations for the Preferred Stock |
Stock Compensation Plans and _2
Stock Compensation Plans and Share-Based Compensation Awards (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Summary of share based compensation expense and related income tax benefit recognized for share-based compensation awards | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Share-based compensation expense $ 6,489 $ 5,890 $ 12,287 $ 9,475 Income tax benefit $ (963) $ (726) $ (1,921) $ (1,124) |
Summary of assumptions used in estimating the grant date fair values | Six Months Ended June 30, 2021 2020 Expected life (in years) 7.00 7.00 Weighted-average risk-free interest rate 1.16% 0.86% Expected volatility 34.60% 30.22% Dividend yield 0.00% 0.00% Weighted-average fair value at grant date $ 9.74 $ 6.83 |
RSAs | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Summary of stock activity | A summary of RSAs activity is as follows (in thousands, except per share data): Number of RSAs Weighted-average grant date fair value Balance at December 31, 2020 4 $ 16.00 Granted — — Vested (4) 16.00 Forfeited — — Balance at June 30, 2021 — $ 16.00 |
RSUs | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Summary of stock activity | Number of RSUs Weighted-average grant date fair value Balance at December 31, 2020 1,149 $ 22.92 Granted 625 25.60 Vested (343) 22.85 Forfeited (48) 21.50 Balance at June 30, 2021 1,384 $ 24.20 |
Stock options | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Summary of stock option activity | A summary of service-based stock option activity is as follows (in thousands, except per share and term data): Number of Options Weighted-average grant date fair value Weighted-average exercise price Weighted-average remaining contractual term Total intrinsic value Balance at December 31, 2020 5,084 $ 7.60 $ 21.06 8.36 $ 30,405 Granted 1,087 9.74 25.68 — — Exercised (414) 6.35 17.74 — 4,502 Forfeited (131) 7.93 22.20 — — Balance at June 30, 2021 5,627 $ 8.10 $ 22.17 8.17 $ 31,451 Exercisable at June 30, 2021 2,410 $ 7.22 $ 19.21 7.61 $ 20,578 |
Market and Service-Based Stock Options | |
Stock Compensation Plans and Share-Based Compensation Awards | |
Summary of assumptions used in estimating the grant date fair values | Six Months Ended June 30, 2021 Expected life (in years) 7.00 Weighted-average risk-free interest rate 1.15% Expected volatility 34.65% Dividend yield 0.00% Exercise price $ 25.46 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Other (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2021USD ($)itemsegment | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Minimum number of merchants | item | 550,000 | |||
Number of reportable segments | segment | 2 | |||
Cash and Cash Equivalents, Restricted Cash, Settlement Related Cash and Merchant Reserves | ||||
Settlement related cash balances | $ 121,000 | $ 163,500 | ||
Merchant reserve cash balances | 103,700 | 109,900 | ||
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 376,230 | 418,439 | ||
Restricted cash included in other assets | 185 | 100 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 376,415 | $ 418,539 | $ 390,745 | $ 304,089 |
EVO LLC | ||||
Ownership interest (as a percent) | 56.80% | |||
Minimum | ||||
Number of markets | item | 50 |
Revenue - Other (Details)
Revenue - Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Revenue | $ 122,235 | $ 94,283 | $ 228,415 | $ 205,452 |
Sale and Rental of POS Equipment | ||||
Revenue | ||||
Revenue | $ 9,800 | $ 9,400 | $ 19,600 | $ 19,300 |
Revenue - Summary (Details)
Revenue - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Revenue | $ 122,235 | $ 94,283 | $ 228,415 | $ 205,452 |
Direct | ||||
Revenue | ||||
Revenue | 68,323 | 48,126 | 125,449 | 110,757 |
Tech-enabled | ||||
Revenue | ||||
Revenue | 43,005 | 35,149 | 81,695 | 72,906 |
Traditional | ||||
Revenue | ||||
Revenue | 10,907 | 11,008 | 21,271 | 21,789 |
Americas | ||||
Revenue | ||||
Revenue | 76,979 | 61,952 | 147,406 | 132,824 |
Americas | Direct | ||||
Revenue | ||||
Revenue | 32,449 | 22,419 | 61,353 | 53,992 |
Americas | Tech-enabled | ||||
Revenue | ||||
Revenue | 33,623 | 28,525 | 64,782 | 57,043 |
Americas | Traditional | ||||
Revenue | ||||
Revenue | 10,907 | 11,008 | 21,271 | 21,789 |
Europe | ||||
Revenue | ||||
Revenue | 45,256 | 32,331 | 81,009 | 72,628 |
Europe | Direct | ||||
Revenue | ||||
Revenue | 35,874 | 25,707 | 64,096 | 56,765 |
Europe | Tech-enabled | ||||
Revenue | ||||
Revenue | $ 9,382 | $ 6,624 | $ 16,913 | $ 15,863 |
Settlement Processing Assets _3
Settlement Processing Assets and Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Settlement processing assets: | ||
Receivable from card networks | $ 243,300 | $ 198,053 |
Receivable from merchants | 94,280 | 87,652 |
Totals | 337,580 | 285,705 |
Settlement processing obligations: | ||
Settlement liabilities due to merchants | (338,795) | (336,440) |
Merchant reserves | (103,738) | (109,904) |
Totals | $ (442,533) | $ (446,344) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to EVO Payments, Inc. | $ 3,163 | $ (3,771) | $ 2,321 | $ (8,579) |
Less: Accrual of redeemable preferred stock paid-in-kind dividends | 2,445 | 1,771 | 4,827 | 1,771 |
Less: Allocation of undistributed earnings to preferred shares | 129 | |||
Undistributed income (loss) attributable to shares of Class A common stock | $ 589 | $ (5,542) | $ (2,506) | $ (10,350) |
Denominator: | ||||
Weighted-average Class A common stock outstanding | 47,038,194 | 41,398,838 | 46,775,245 | 41,329,118 |
Total dilutive securities | 47,038,194 | 41,398,838 | 46,775,245 | 41,329,118 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.05) | $ (0.25) |
Diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.05) | $ (0.25) |
Redeemable preferred stock | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 152,250 | 118,788 | 152,250 | 59,394 |
Stock options | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 6,081,132 | 5,714,359 | 5,785,041 | 4,813,692 |
RSUs | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 1,451,977 | 1,289,893 | 1,369,429 | 1,158,882 |
RSAs | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 291 | 4,127 | 621 | 4,459 |
Class C Common Stock | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 965,197 | 2,317,955 | 1,328,614 | 2,318,450 |
Class D Common Stock | ||||
Earnings per share: | ||||
Weighted-average anti-dilutive securities | 2,934,418 | 4,339,978 | 2,655,306 | 4,342,368 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Tax Receivable Agreement | |||
Payment on applicable cash tax savings (as a percent) | 85.00% | ||
Payments to TRA obligation | $ 0 | $ 0 | |
Deferred tax asset pursuant to TRA | 206.8 | $ 204.6 | |
Deferred tax asset pursuant to TRA, net of amortization | 185.1 | 188.4 | |
Deferred tax liability pursuant to TRA | $ 175.8 | $ 173.9 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Allocation of purchase price | ||
Goodwill | $ 391,407 | $ 383,108 |
Pago Facil | ||
Allocation of purchase price | ||
Deferred tax liability | (3,445) | |
Other assets, net | 1,054 | |
Goodwill | 10,531 | |
Total purchase price | $ 20,900 | |
Percentage of interest acquired | 100.00% | |
Total consideration transferred | $ 20,900 | |
Upfront payment | 18,000 | |
Deferred consideration payable | $ 900 | |
Deferred consideration, repayment period | 9 months | |
Holdback liability | $ 2,000 | |
Holdback liability, repayment period | 18 months | |
Pago Facil | Acquired software | ||
Allocation of purchase price | ||
Finite-lived intangible assets | $ 9,400 | |
Useful life of intangible assets | 5 years | |
Pago Facil | Customer relationships | ||
Allocation of purchase price | ||
Finite-lived intangible assets | $ 2,800 | |
Useful life of intangible assets | 7 years | |
Pago Facil | Trademarks, definite-lived | ||
Allocation of purchase price | ||
Finite-lived intangible assets | $ 420 | |
Useful life of intangible assets | 2 years | |
Pago Facil | Non-compete agreements | ||
Allocation of purchase price | ||
Finite-lived intangible assets | $ 140 | |
Useful life of intangible assets | 3 years |
Leases - Other (Details)
Leases - Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating Leases: | |||||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 0 | $ 0 | $ 0 | ||
Weighted-average remaining lease term | 6 years 4 months 28 days | 6 years 4 months 28 days | 6 years 9 months 14 days | ||
Weighted-average discount rate used in the measurement of our lease liabilities | 6.30% | 6.30% | 6.45% | ||
Operating lease costs | $ 2,800 | $ 2,800 | $ 5,500 | $ 5,800 | |
Variable lease costs | $ 500 | $ 600 | 1,000 | 1,100 | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,700 | $ 5,600 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Maturities of lease liabilities | |
2021 (remainder of the year) | $ 4,150 |
2022 | 8,518 |
2023 | 6,213 |
2024 | 5,349 |
2025 | 4,542 |
2026 and thereafter | 12,503 |
Total future minimum lease payments (undiscounted) | 41,275 |
Less: present value discount | (7,915) |
Present value of lease liability | $ 33,360 |
Equipment and Improvements (Det
Equipment and Improvements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | $ 278,083 | $ 278,083 | $ 265,392 | ||
Less accumulated depreciation | (203,268) | (203,268) | (185,010) | ||
Foreign currency translation adjustment | 2,823 | 2,823 | 3,224 | ||
Totals | 77,638 | 77,638 | 83,606 | ||
Depreciation | |||||
Depreciation expense | 9,900 | $ 9,800 | 19,900 | $ 19,900 | |
Decrease in equipment and improvements | 4,100 | 3,400 | |||
Decrease in accumulated depreciation | 3,500 | $ 2,300 | |||
Card processing equipment | |||||
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | 149,374 | 149,374 | 143,514 | ||
Office equipment | |||||
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | 45,067 | 45,067 | 44,049 | ||
Computer software | |||||
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | 60,004 | $ 60,004 | 54,192 | ||
Estimated useful lives | 3 years | ||||
Leasehold improvements | |||||
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | 19,115 | $ 19,115 | 19,090 | ||
Furniture and fixtures | |||||
Equipment and Improvements | |||||
Equipment and improvements, Gross Totals | $ 4,523 | $ 4,523 | $ 4,547 | ||
Minimum | Card processing equipment | |||||
Equipment and Improvements | |||||
Estimated useful lives | 3 years | ||||
Minimum | Office equipment | |||||
Equipment and Improvements | |||||
Estimated useful lives | 3 years | ||||
Minimum | Furniture and fixtures | |||||
Equipment and Improvements | |||||
Estimated useful lives | 5 years | ||||
Maximum | Card processing equipment | |||||
Equipment and Improvements | |||||
Estimated useful lives | 5 years | ||||
Maximum | Office equipment | |||||
Equipment and Improvements | |||||
Estimated useful lives | 5 years | ||||
Maximum | Furniture and fixtures | |||||
Equipment and Improvements | |||||
Estimated useful lives | 7 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Intangible assets with finite lives: | |||||
Gross carrying value | $ 615,668 | $ 615,668 | $ 598,634 | ||
Accumulated amortization | (328,550) | (328,550) | (306,821) | ||
Accumulated impairment charges | (24,334) | (24,334) | (24,334) | ||
Translation and other adjustments | (51,649) | (51,649) | (50,402) | ||
Net | 211,135 | 211,135 | 217,077 | ||
Other disclosures | |||||
Amortization expense related to intangible assets | 10,800 | $ 10,700 | 21,700 | $ 22,000 | |
Impairment of intangible assets | 0 | $ 782 | $ 782 | ||
Merchant contract portfolios and customer relationships | |||||
Intangible assets with finite lives: | |||||
Gross carrying value | 296,381 | 296,381 | 293,581 | ||
Accumulated amortization | (189,010) | (189,010) | (181,062) | ||
Accumulated impairment charges | (5,685) | (5,685) | (5,685) | ||
Translation and other adjustments | (28,530) | (28,530) | (28,205) | ||
Net | 73,156 | 73,156 | 78,629 | ||
Marketing alliance agreements | |||||
Intangible assets with finite lives: | |||||
Gross carrying value | 186,081 | 186,081 | 186,081 | ||
Accumulated amortization | (75,364) | (75,364) | (69,446) | ||
Accumulated impairment charges | (7,557) | (7,557) | (7,557) | ||
Translation and other adjustments | (18,689) | (18,689) | (18,104) | ||
Net | 84,471 | 84,471 | 90,974 | ||
Internally developed and acquired software | |||||
Intangible assets with finite lives: | |||||
Gross carrying value | 104,556 | 104,556 | 90,881 | ||
Accumulated amortization | (45,675) | (45,675) | (38,828) | ||
Accumulated impairment charges | (10,191) | (10,191) | (10,191) | ||
Translation and other adjustments | (1,098) | (1,098) | (871) | ||
Net | 47,592 | 47,592 | 40,991 | ||
Trademarks, definite-lived | |||||
Intangible assets with finite lives: | |||||
Gross carrying value | 22,048 | 22,048 | 21,629 | ||
Accumulated amortization | (12,040) | (12,040) | (11,060) | ||
Accumulated impairment charges | (901) | (901) | (901) | ||
Translation and other adjustments | (3,330) | (3,330) | (3,224) | ||
Net | 5,777 | 5,777 | 6,444 | ||
Non-compete agreements | |||||
Intangible assets with finite lives: | |||||
Gross carrying value | 6,602 | 6,602 | |||
Accumulated amortization | (6,461) | (6,461) | (6,425) | ||
Translation and other adjustments | (2) | (2) | 2 | ||
Net | $ 139 | $ 139 | |||
Gross carrying value | 6,462 | ||||
Net | $ 39 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Estimated amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Estimated amortization expense | ||
2021 (remainder of the year) | $ 20,699 | |
2022 | 39,369 | |
2023 | 34,506 | |
2024 | 22,159 | |
2025 | 18,089 | |
2026 and thereafter | 76,313 | |
Total | $ 211,135 | $ 217,077 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible assets, net by segment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Intangible assets, net | ||
Total intangible assets, net | $ 211,135 | $ 217,077 |
Americas | ||
Intangible assets, net | ||
Total intangible assets, net | 152,046 | 149,314 |
Americas | Merchant contract portfolios and customer relationships | ||
Intangible assets, net | ||
Total intangible assets, net | 56,471 | 59,149 |
Americas | Marketing alliance agreements | ||
Intangible assets, net | ||
Total intangible assets, net | 61,033 | 63,946 |
Americas | Internally developed and acquired software | ||
Intangible assets, net | ||
Total intangible assets, net | 32,676 | 24,615 |
Americas | Trademarks, definite-lived | ||
Intangible assets, net | ||
Total intangible assets, net | 1,732 | 1,582 |
Americas | Non-compete agreements | ||
Intangible assets, net | ||
Total intangible assets, net | 134 | 22 |
Europe | ||
Intangible assets, net | ||
Total intangible assets, net | 59,089 | 67,763 |
Europe | Merchant contract portfolios and customer relationships | ||
Intangible assets, net | ||
Total intangible assets, net | 16,685 | 19,480 |
Europe | Marketing alliance agreements | ||
Intangible assets, net | ||
Total intangible assets, net | 23,438 | 27,028 |
Europe | Internally developed and acquired software | ||
Intangible assets, net | ||
Total intangible assets, net | 14,916 | 16,376 |
Europe | Trademarks, definite-lived | ||
Intangible assets, net | ||
Total intangible assets, net | 4,045 | 4,862 |
Europe | Non-compete agreements | ||
Intangible assets, net | ||
Total intangible assets, net | $ 5 | $ 17 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Goodwill activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill, Roll forward | ||
Goodwill, gross, at the beginning of the year | $ 407,399 | |
Accumulated impairment losses | (24,291) | |
Goodwill, net, at the beginning of the year | $ 383,108 | |
Business combinations | 10,531 | |
Foreign currency translation adjustment | (2,232) | |
Goodwill, net, at the end of the year | 391,407 | |
Americas | ||
Goodwill, Roll forward | ||
Goodwill, gross, at the beginning of the year | 266,848 | |
Goodwill, net, at the beginning of the year | 266,848 | |
Business combinations | 10,531 | |
Foreign currency translation adjustment | 828 | |
Goodwill, net, at the end of the year | 278,207 | |
Europe | ||
Goodwill, Roll forward | ||
Goodwill, gross, at the beginning of the year | 140,551 | |
Accumulated impairment losses | $ (24,291) | |
Goodwill, net, at the beginning of the year | 116,260 | |
Foreign currency translation adjustment | (3,060) | |
Goodwill, net, at the end of the year | $ 113,200 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Expenses | ||
Compensation and related benefits | $ 16,860 | $ 21,398 |
Third-party processing and payment network fees | 44,807 | 40,224 |
Trade payables | 6,030 | 8,306 |
Taxes payable | 9,635 | 14,504 |
Commissions payable to third parties and agents | 16,775 | 15,759 |
Unearned revenue | 4,999 | 4,627 |
Other | 16,208 | 17,791 |
Total accounts payable and accrued expenses | $ 115,314 | $ 122,609 |
Related Party Transactions - Re
Related Party Transactions - Related party balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Related party balances: | ||
Due from related parties, current | $ 756 | $ 625 |
Due to related parties, current | (5,401) | (5,124) |
Due to related parties, long-term | $ (185) | $ (185) |
Related Party Transactions - Tr
Related Party Transactions - Transactions (Details) $ / shares in Units, $ in Thousands | Apr. 21, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)subsidiaryitem | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Related Party Transactions | ||||||
Lease liabilities | $ 33,360 | $ 33,360 | ||||
Redeemable preferred stock | ||||||
Related Party Transactions | ||||||
Number of shares issued | shares | 152,250 | |||||
515 Broadhollow, LLC | ||||||
Related Party Transactions | ||||||
Lease liabilities | 2,500 | 2,500 | $ 3,100 | |||
515 Broadhollow, LLC | Maximum | ||||||
Related Party Transactions | ||||||
Sublease Income | $ 100 | 100 | $ 100 | |||
Commission Expense | ||||||
Related Party Transactions | ||||||
Expenses with related parties | 3,500 | 4,500 | 6,400 | 8,800 | ||
Sale of Equipment and Services | Maximum | ||||||
Related Party Transactions | ||||||
Revenue from related parties | 100 | 100 | 100 | 100 | ||
Minority held affiliates | ||||||
Related Party Transactions | ||||||
Liabilities to related companies | 4,300 | 4,300 | 3,800 | |||
Lease liabilities | 500 | 500 | 300 | |||
Unconsolidated investees | ||||||
Related Party Transactions | ||||||
Liabilities to related companies | 1,100 | 1,100 | $ 1,300 | |||
MDP | Redeemable preferred stock | ||||||
Related Party Transactions | ||||||
Number of shares issued | shares | 152,250 | |||||
Price per share | $ / shares | $ 985.221685 | |||||
Reimbursement of expenses | $ 800 | |||||
Blueapple | Treasury, Payroll, Tax Preparation and Other Services | ||||||
Related Party Transactions | ||||||
Expenses with related parties | 100 | 100 | ||||
Blueapple | Treasury, Payroll, Tax Preparation and Other Services | Maximum | ||||||
Related Party Transactions | ||||||
Expenses with related parties | 100 | 100 | ||||
Relative of Chairman | ||||||
Related Party Transactions | ||||||
Expenses with related parties | $ 100 | 300 | ||||
Number of owned subsidiaries | subsidiary | 2 | |||||
Number of unconsolidated investee | item | 1 | |||||
Relative of Chairman | Maximum | ||||||
Related Party Transactions | ||||||
Expenses with related parties | 100 | 200 | ||||
NFP | ||||||
Related Party Transactions | ||||||
Expenses with related parties | $ 400 | $ 100 | $ 500 | $ 200 | ||
NFP | MDP | ||||||
Related Party Transactions | ||||||
Number of executive officers | subsidiary | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||||
Effective income tax rate (as a percent) | 51.00% | 5.20% | 74.50% | 8.41% |
Income tax (benefit) expense related to a valuation allowance recorded to reduce the deferred tax assets not expected to be realized in Spain | $ (0.3) | $ (3.3) | ||
Tax benefit related to changes enacted as a result of the CARES Act | $ 0.7 | $ 2.6 | ||
Deferred tax asset valuation allowance | $ 10.6 | $ 10.6 | $ 10.6 | $ 10.6 |
Long-Term Debt and Lines of C_3
Long-Term Debt and Lines of Credit - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Long-term debt | ||
Long term debt gross | $ 587,873 | |
Less debt issuance costs | (6,086) | $ (7,379) |
Total long-term debt | 581,787 | 583,790 |
Less current portion of long-term debt, net of current portion of debt issuance costs | (4,628) | (4,628) |
Total long-term debt, long-term portion | 577,159 | 579,162 |
Senior Secured Credit Facilities | Term loan | ||
Long-term debt | ||
Face amount of debt | 665,000 | |
Senior Secured Credit Facilities | Credit Facility | ||
Long-term debt | ||
Commitments | 200,000 | |
First lien senior secured credit facility | Term loan | ||
Long-term debt | ||
Long term debt gross | $ 587,873 | $ 591,169 |
Long-Term Debt and Lines of C_4
Long-Term Debt and Lines of Credit - Principal payment requirements (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Principal payment requirements: | |
2021 (remainder of the year) | $ 3,297 |
2022 | 6,593 |
2023 | 577,983 |
Total | $ 587,873 |
Long-Term Debt and Lines of C_5
Long-Term Debt and Lines of Credit - Settlement Lines of Credit (Details) - Settlement facilities - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Settlement obligations | ||
Amount outstanding | $ 11.7 | $ 13.9 |
Additional capacity | $ 148.9 | $ 137.1 |
Weighted-average interest rate | 3.50% | 2.60% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives | ||
Notional amount | $ 500,000 | |
Interest rate | 0.2025% | |
Reclassification of interest expense over the next 12 months | $ 300 | |
Other assets | Designated as Hedging Instrument | ||
Derivatives | ||
Fair value of interest rate swap assets | 211 | |
Accrued expenses | Designated as Hedging Instrument | ||
Derivatives | ||
Fair value of interest rate swap liability | $ (324) | $ (341) |
Other long-term liabilities | Designated as Hedging Instrument | ||
Derivatives | ||
Fair value of interest rate swap liability | $ (192) |
Derivatives - AOCI (Details)
Derivatives - AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effect of hedge accounting on accumulated other comprehensive loss | ||||
Beginning balance | $ (859,218) | |||
Derivative loss reclassified from accumulated other comprehensive (loss) income to interest expense | $ (118) | $ (15) | (206) | $ (15) |
Ending balance | (884,278) | (884,278) | ||
Interest expense | (6,061) | (7,332) | (12,159) | (17,199) |
Accumulated Gain (Loss), Cash Flow Hedge | ||||
Effect of hedge accounting on accumulated other comprehensive loss | ||||
Beginning balance | (88) | (533) | ||
Derivative gain recognized in the current period in accumulated other comprehensive (loss) income | (143) | (878) | 214 | (878) |
Derivative loss reclassified from accumulated other comprehensive (loss) income to interest expense | (118) | (15) | (206) | (15) |
Ending balance | (113) | (863) | (113) | (863) |
Interest Rate Swap | ||||
Effect of hedge accounting on accumulated other comprehensive loss | ||||
Interest expense | $ (6,061) | $ (7,332) | $ (12,159) | $ (17,199) |
Derivatives - Income Statement
Derivatives - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effect of hedge accounting on the unaudited condensed consolidated statements of operations and comprehensive income (loss) | ||||
Interest expense | $ (6,061) | $ (7,332) | $ (12,159) | $ (17,199) |
Derivative loss reclassified from accumulated other comprehensive (loss) income to interest expense | (118) | (15) | (206) | (15) |
Interest Rate Swap | ||||
Effect of hedge accounting on the unaudited condensed consolidated statements of operations and comprehensive income (loss) | ||||
Interest expense | $ (6,061) | $ (7,332) | $ (12,159) | $ (17,199) |
Derivatives - Foreign Currency
Derivatives - Foreign Currency Swap and Window Forwards (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Foreign Currency Swap | ||
Derivatives | ||
Foreign currency derivative liability, Fair value | $ (200) | $ (200) |
Window Forwards | ||
Derivatives | ||
Foreign currency derivative asset, Fair value | 1,800 | 1,800 |
Non-designated Derivatives | Foreign Currency Swap | ||
Derivatives | ||
Notional amount | 31,000 | 31,000 |
Non-designated Derivatives | Foreign Currency Swap | Other income (expense) | ||
Derivatives | ||
Unrealized gains (losses) | (163) | (163) |
Non-designated Derivatives | Foreign Currency Swap | Accrued expenses | ||
Derivatives | ||
Foreign currency derivative liability, Fair value | (163) | (163) |
Non-designated Derivatives | Window Forwards | ||
Derivatives | ||
Notional amount | 67,800 | 67,800 |
Non-designated Derivatives | Window Forwards | Other income (expense) | ||
Derivatives | ||
Unrealized gains (losses) | 1,804 | 1,804 |
Non-designated Derivatives | Window Forwards | Other current assets | ||
Derivatives | ||
Foreign currency derivative asset, Fair value | $ 1,804 | $ 1,804 |
Supplemental Cash Flows Infor_3
Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental disclosure of cash flow data: | ||
Interest paid | $ 10,776 | $ 19,372 |
Income taxes paid | 5,561 | 7,359 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease liabilities arising from obtaining new or modified right-of-use assets | 2,197 | 2,335 |
Decrease in operating lease liabilities and corresponding right-of-use assets resulting from lease modifications | (2,559) | (6,701) |
Acquisition holdback payable | 2,000 | |
Acquisition deferred consideration payable | 900 | |
Accrual of redeemable preferred stock paid-in-kind-dividends | 4,827 | 1,771 |
Exchanges of Class C and Class D common stock for Class A common stock | $ 13,231 | $ 882 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 21, 2020USD ($)D$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Redeemable Preferred Stock | |||||
Redeemable preferred stock issuance costs | $ 1,660 | ||||
Redeemable preferred stock | |||||
Redeemable Preferred Stock | |||||
Number of shares issued | shares | 152,250 | ||||
Proceeds from issuance of preferred stock | $ 149,300 | ||||
Redeemable preferred stock issuance costs | $ 1,700 | ||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | ||||
Amortization period of discount | 10 years | ||||
Carrying value of the preferred stock increased for accretion of the PIK dividend | $ 2,400 | $ 1,800 | $ 4,800 | $ 1,800 | |
PIK dividend rate | 6.22% | ||||
Threshold percentage of Class A Common Stock ownership of the aggregate voting power as required by Nasdaq, in the event of conversion, used to determine the elimination of the limitation on the conversion of the Preferred Stock | 19.99% | ||||
Period of antidilutive offerings to be adjusted in calculation of conversion rate | 9 months | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Percentage of then current liquidation preference per share plus accumulated and unpaid dividends as cash consideration | 150.00% | ||||
Convertible preferred stock redemption period | 10 years | ||||
Estimated amount for repurchase of redeemable preferred stock | $ 245,100 | ||||
Redeemable preferred stock | Convertible Preferred Stock, Dividend Rate For First Ten Years | |||||
Redeemable Preferred Stock | |||||
PIK dividend rate | 6.00% | ||||
Redeemable preferred stock | Convertible Preferred Stock, Dividend Rate Thereafter | |||||
Redeemable Preferred Stock | |||||
PIK dividend rate | 8.00% | ||||
Redeemable preferred stock | Prior to the fourth semi-annual PIK dividend payment date | |||||
Redeemable Preferred Stock | |||||
Threshold stock price trigger percentage | 180.00% | ||||
Redeemable preferred stock | After fourth and prior to the fourth semi-annual PIK dividend payment date | |||||
Redeemable Preferred Stock | |||||
Threshold stock price trigger percentage | 170.00% | ||||
Redeemable preferred stock | On or after the sixth and prior to the eighth semi-annual PIK dividend payment date | |||||
Redeemable Preferred Stock | |||||
Threshold stock price trigger percentage | 160.00% | ||||
Redeemable preferred stock | On or after the eighth semi-annual PIK dividend payment date | |||||
Redeemable Preferred Stock | |||||
Threshold stock price trigger percentage | 150.00% | ||||
Redeemable preferred stock | Change of Control is on or after the sixth semi-annual PIK dividend payment date | |||||
Redeemable Preferred Stock | |||||
Percentage of then current liquidation preference per share plus accumulated and unpaid dividends as cash consideration | 100.00% | ||||
Class A Common Stock | |||||
Redeemable Preferred Stock | |||||
Conversion rate | shares | 63.2911 | ||||
Conversion price | $ / shares | $ 15.80 |
Redeemable Non-controlling In_3
Redeemable Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Redeemable Non-controlling Interests | |||||||
Beginning balance | $ 1,044,814 | $ 1,055,633 | $ 619,205 | $ 1,052,448 | $ 1,055,633 | $ 1,052,448 | |
Contributions | 488 | 505 | |||||
Distributions | (790) | (8,500) | (9,290) | (4,537) | |||
Net (loss) income attributable to RNCI | 3,415 | (1,724) | (4,333) | (7,288) | 1,691 | (1,149) | |
Unrealized gain (loss) on foreign currency translation adjustment | (3,846) | 5,243 | |||||
Unrealized gain (loss) on change in fair value of interest rate swap | 163 | (223) | |||||
Purchase of Blueapple Class B common stock in connection with secondary offerings | (51,350) | ||||||
Increase in maximum redemption amount in connection with purchase of Blueapple Class B common stock | 1,650 | ||||||
Increase in the maximum redemption amount of RNCI | 38,109 | 65,615 | |||||
Allocation of eService fair value RNCI adjustment to Blueapple | (3,150) | (12,569) | |||||
Ending balance | 1,079,798 | 1,044,814 | $ 889,952 | 619,205 | 1,079,798 | 1,055,633 | |
Blueapple | |||||||
Redeemable Non-controlling Interests | |||||||
Beginning balance | 868,738 | 902,258 | 868,738 | 902,258 | |||
Contributions | |||||||
Distributions | |||||||
Net (loss) income attributable to RNCI | (1,407) | (8,068) | |||||
Unrealized gain (loss) on foreign currency translation adjustment | (2,008) | 3,658 | |||||
Unrealized gain (loss) on change in fair value of interest rate swap | 163 | (223) | |||||
Purchase of Blueapple Class B common stock in connection with secondary offerings | (51,350) | ||||||
Increase in maximum redemption amount in connection with purchase of Blueapple Class B common stock | 1,650 | ||||||
Increase in the maximum redemption amount of RNCI | 29,881 | 33,382 | |||||
Allocation of eService fair value RNCI adjustment to Blueapple | (3,150) | (12,569) | |||||
Ending balance | $ 892,217 | $ 892,217 | 868,738 | ||||
eService | |||||||
Redeemable Non-controlling Interests | |||||||
Ownership interest (as a percent) | 66.00% | 66.00% | |||||
Beginning balance | 186,436 | $ 150,190 | $ 186,436 | 150,190 | |||
Contributions | |||||||
Distributions | (9,290) | (4,537) | |||||
Net (loss) income attributable to RNCI | 3,602 | 7,004 | |||||
Unrealized gain (loss) on foreign currency translation adjustment | (1,674) | 1,546 | |||||
Unrealized gain (loss) on change in fair value of interest rate swap | |||||||
Increase in the maximum redemption amount of RNCI | 8,228 | 32,233 | |||||
Allocation of eService fair value RNCI adjustment to Blueapple | |||||||
Ending balance | $ 187,302 | $ 187,302 | 186,436 | ||||
eService | PKO Bank Polski | |||||||
Redeemable Non-controlling Interests | |||||||
Ownership interest of noncontrolling owners (as a percent) | 34.00% | 34.00% | |||||
EVO LLC | |||||||
Redeemable Non-controlling Interests | |||||||
Ownership interest (as a percent) | 56.80% | ||||||
Chilean subsidiary | |||||||
Redeemable Non-controlling Interests | |||||||
Joint venture ownership interest (as a percent) | 50.10% | ||||||
Beginning balance | $ 459 | $ 459 | |||||
Contributions | 488 | 505 | |||||
Net (loss) income attributable to RNCI | (504) | (85) | |||||
Unrealized gain (loss) on foreign currency translation adjustment | (164) | 39 | |||||
Ending balance | $ 279 | $ 279 | $ 459 | ||||
Chilean subsidiary | BCI | |||||||
Redeemable Non-controlling Interests | |||||||
Joint venture ownership interest (as a percent) | 49.90% |
Fair Value - Summary (Details)
Fair Value - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value | ||
Investment in equity securities | $ 27,427 | $ 25,526 |
Interest Rate Swap | ||
Fair Value | ||
Interest rate swap | (100) | (500) |
Foreign Currency Swap | ||
Fair Value | ||
Foreign currency derivative liability, Fair value | (200) | |
Window Forwards | ||
Fair Value | ||
Foreign currency derivative asset, Fair value | 1,800 | |
Recurring | ||
Fair Value | ||
Cash equivalents | 38,362 | 39,578 |
Contingent consideration | (910) | (1,000) |
Investment in equity securities | 27,427 | 25,526 |
Total | (1,013,391) | (992,062) |
Recurring | Interest Rate Swap | ||
Fair Value | ||
Interest rate swap | (113) | (533) |
Recurring | Foreign Currency Swap | ||
Fair Value | ||
Foreign currency derivative liability, Fair value | (163) | |
Recurring | Window Forwards | ||
Fair Value | ||
Foreign currency derivative asset, Fair value | 1,804 | |
Recurring | Blueapple | ||
Fair Value | ||
Redeemable non-controlling interest | (892,217) | (868,738) |
Recurring | eService | ||
Fair Value | ||
Redeemable non-controlling interest | (187,302) | (186,436) |
Recurring | Chilean subsidiary | ||
Fair Value | ||
Redeemable non-controlling interest | (279) | (459) |
Level 1 | Recurring | ||
Fair Value | ||
Cash equivalents | 38,362 | 39,578 |
Total | (853,855) | (829,160) |
Level 1 | Recurring | Blueapple | ||
Fair Value | ||
Redeemable non-controlling interest | (892,217) | (868,738) |
Level 2 | Recurring | ||
Fair Value | ||
Investment in equity securities | 27,427 | 25,526 |
Total | 28,955 | 24,993 |
Level 2 | Recurring | Interest Rate Swap | ||
Fair Value | ||
Interest rate swap | (113) | (533) |
Level 2 | Recurring | Foreign Currency Swap | ||
Fair Value | ||
Foreign currency derivative liability, Fair value | (163) | |
Level 2 | Recurring | Window Forwards | ||
Fair Value | ||
Foreign currency derivative asset, Fair value | 1,804 | |
Level 3 | Recurring | ||
Fair Value | ||
Contingent consideration | (910) | (1,000) |
Total | (188,491) | (187,895) |
Level 3 | Recurring | eService | ||
Fair Value | ||
Redeemable non-controlling interest | (187,302) | (186,436) |
Level 3 | Recurring | Chilean subsidiary | ||
Fair Value | ||
Redeemable non-controlling interest | $ (279) | $ (459) |
Fair Value - Other (Details)
Fair Value - Other (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | |
Fair Value | |||||
Long-term debt, fair value | $ 586,800 | $ 586,800 | $ 592,600 | ||
Gain on investment in equity securities | 2,506 | 2,266 | |||
Visa Series A preferred stock | |||||
Fair Value | |||||
Gain on investment in equity securities | 2,500 | 2,300 | |||
Visa Series C preferred stock | |||||
Fair Value | |||||
Carrying amount of Visa preferred shares | 7,400 | 7,400 | € 6.5 | 7,400 | € 6.5 |
Estimated fair value of Visa preferred shares | 21,900 | $ 21,900 | 20,400 | ||
Series C preferred stock | |||||
Fair Value | |||||
Convertible preferred stock, conversion period (in years) | 12 years | ||||
Interest Rate Swap | |||||
Fair Value | |||||
Derivative Liability, Fair Value, Gross Liability | 100 | $ 100 | $ 500 | ||
Foreign Currency Swap | |||||
Fair Value | |||||
Foreign currency derivative liability, Fair value | 200 | 200 | |||
Window Forwards | |||||
Fair Value | |||||
Foreign currency derivative asset, Fair value | $ 1,800 | $ 1,800 | |||
Minimum | Market Approach | |||||
Fair Value | |||||
Valuation multiples for revenue | 4 | ||||
Valuation multiples for EBITDA | 8 | ||||
Maximum | Market Approach | |||||
Fair Value | |||||
Valuation multiples for revenue | 4.50 | ||||
Valuation multiples for EBITDA | 10 | ||||
eService | Income Approach | |||||
Fair Value | |||||
Redeemable non-controlling interest, measurement input (as a percent) | 50.00% | ||||
eService | Market Approach | |||||
Fair Value | |||||
Redeemable non-controlling interest, measurement input (as a percent) | 50.00% | ||||
eService | Weighted Average Cost of Capital | |||||
Fair Value | |||||
Redeemable non-controlling interest, measurement input (as a percent) | 12.00% | ||||
eService | Maximum | Growth Rate | |||||
Fair Value | |||||
Redeemable non-controlling interest, measurement input (as a percent) | 17.50% |
Segment Information - Informati
Segment Information - Information on segments & reconciliations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Information | ||||
Revenue | $ 122,235 | $ 94,283 | $ 228,415 | $ 205,452 |
Segment profit | 13,822 | (9,539) | 15,529 | (24,689) |
Depreciation and amortization | (20,695) | (20,525) | (41,621) | (41,949) |
Net interest expense | (5,732) | (7,114) | (11,589) | (16,568) |
Provision for income tax (expense) benefit | (7,045) | 496 | (11,575) | 2,076 |
Share-based compensation expense | (6,489) | (5,890) | (12,287) | (9,475) |
Less: Net income (loss) attributable to non-controlling interests of EVO Investco, LLC | 1,457 | (6,321) | (1,592) | (16,122) |
Net income (loss) attributable to EVO Payments, Inc. | 3,163 | (3,771) | 2,321 | (8,579) |
Capital expenditures | 9,098 | 3,508 | 19,959 | 8,674 |
Operating | ||||
Segment Information | ||||
Segment profit | 54,836 | 29,614 | 93,938 | 58,397 |
Corporate | ||||
Segment Information | ||||
Segment profit | (10,255) | (6,673) | (16,137) | (17,182) |
Americas | ||||
Segment Information | ||||
Revenue | 76,979 | 61,952 | 147,406 | 132,824 |
Segment profit | 37,781 | 22,820 | 67,757 | 42,780 |
Capital expenditures | 4,025 | 1,775 | 6,688 | 5,606 |
Europe | ||||
Segment Information | ||||
Revenue | 45,256 | 32,331 | 81,009 | 72,628 |
Segment profit | 17,055 | 6,794 | 26,181 | 15,617 |
Capital expenditures | $ 5,073 | $ 1,733 | $ 13,271 | $ 3,068 |
Segment Information - long live
Segment Information - long lived assets by geographic location (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 108,865 | $ 118,730 |
Poland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 37,935 | 40,945 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 25,078 | 30,334 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 20,200 | 20,862 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 25,652 | $ 26,589 |
Segment Information - Revenue f
Segment Information - Revenue from external customers (Details) - Revenue from external customers - Geographic Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
United States | ||||
Revenue from external customers | ||||
Revenue from external customers as a percentage of total revenue | 39.50% | 47.80% | 40.60% | 43.70% |
Mexico | ||||
Revenue from external customers | ||||
Revenue from external customers as a percentage of total revenue | 17.20% | 15.00% | 16.60% | 18.00% |
Poland | ||||
Revenue from external customers | ||||
Revenue from external customers as a percentage of total revenue | 20.30% | 17.10% | 20.80% | 16.80% |
Shareholder's Equity - Organiza
Shareholder's Equity - Organization structure (Details) | May 25, 2021shares | Jun. 30, 2021Voteshares |
Class A Common Stock | ||
Shareholders' Equity | ||
Number of votes per share | Vote | 1 | |
Exchange basis for newly issued shares | 1 | |
Class B Common Stock | ||
Shareholders' Equity | ||
Cancellation of Class B common stock (in shares) | 32,163,538 | |
Class D Common Stock | ||
Shareholders' Equity | ||
Number of votes per share | Vote | 1 | |
Exchange basis for newly issued shares | 1 | |
EVO LLC | Blueapple | ||
Shareholders' Equity | ||
Number of LLC interests received in connection with the reclassification of units outstanding in EVO, LLC as a result of the reorganization | 32,163,538 |
Stock Compensation Plans and _3
Stock Compensation Plans and Share-Based Compensation Awards - Share based compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 25, 2020 | May 22, 2018 | |
Stock Compensation Plans and Share-Based Compensation Awards | ||||||
Share-based compensation expense | $ 6,489 | $ 5,890 | $ 12,287 | $ 9,475 | ||
Income tax benefit | $ (963) | $ (726) | $ (1,921) | $ (1,124) | ||
2018 Plan | Class A Common Stock | ||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||
Shares reserved for issuance | 7,792,162 | |||||
Amended and Restated 2018 Plan | Class A Common Stock | ||||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||||
Shares reserved for issuance | 15,142,162 |
Stock Compensation Plans and _4
Stock Compensation Plans and Share-Based Compensation Awards - Awards, UAR, RSA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 25, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Stock Compensation Plans and Share-Based Compensation Awards | |||||
Share-based compensation expense | $ 6,489 | $ 5,890 | $ 12,287 | $ 9,475 | |
RSAs | |||||
Stock Compensation Plans and Share-Based Compensation Awards | |||||
Fair value (in dollars per share) | $ 16 | ||||
Number outstanding | |||||
Balance at beginning of period (in shares) | 4 | ||||
Vested (in shares) | (4) | ||||
Weighted average grant date fair value | |||||
Balance at beginning of period (in dollars per share) | $ 16 | ||||
Vested (in dollars per share) | 16 | ||||
Balance at end of period (in dollars per share) | $ 16 | $ 16 | |||
RSAs | Maximum | |||||
Stock Compensation Plans and Share-Based Compensation Awards | |||||
Share-based compensation expense | $ 100 | 100 | $ 100 | 100 | |
Unrecognized compensation expense | $ 100 | $ 100 | 100 | 100 | |
Total fair value of share based awards vested | $ 100 | $ 100 |
Stock Compensation Plans and _5
Stock Compensation Plans and Share-Based Compensation Awards - RSU (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Share-based compensation expense | $ 6,489 | $ 5,890 | $ 12,287 | $ 9,475 |
RSUs | ||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Share-based compensation expense | 3,200 | 2,400 | 5,700 | 4,100 |
Unrecognized compensation expense | $ 28,900 | $ 25,100 | $ 28,900 | $ 25,100 |
Vesting period | 4 years | |||
Weighted average period outstanding for unvested RSUs | 2 years 4 months 24 days | 2 years 9 months 18 days | ||
Total fair value of share based awards vested | $ 7,800 | $ 5,200 | ||
Number outstanding | ||||
Balance at beginning of period (in shares) | 1,149 | |||
Granted (in shares) | 625 | |||
Vested (in shares) | (343) | |||
Forfeited (in shares) | (48) | |||
Balance at end of period (in shares) | 1,384 | 1,384 | ||
Weighted average grant date fair value | ||||
Balance at beginning of period (in dollars per share) | $ 22.92 | |||
Granted (in dollars per share) | 25.60 | |||
Vested (in dollars per share) | 22.85 | |||
Forfeited (in dollars per share) | 21.50 | |||
Balance at end of period (in dollars per share) | $ 24.20 | $ 24.20 | ||
RSUs | Executive Officers | ||||
Stock Compensation Plans and Share-Based Compensation Awards | ||||
Vesting period | 3 years |
Stock Compensation Plans and _6
Stock Compensation Plans and Share-Based Compensation Awards - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 29, 2020 | Aug. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Stock Compensation Plans and Share-Based Compensation Awards | |||||||
Share-based compensation expense | $ 6,489 | $ 5,890 | $ 12,287 | $ 9,475 | |||
Stock options | |||||||
Stock Compensation Plans and Share-Based Compensation Awards | |||||||
Share-based compensation expense | $ 2,900 | 3,500 | $ 6,000 | $ 5,400 | |||
Number outstanding | |||||||
Balance at beginning of period (in shares) | 5,084 | ||||||
Granted (in shares) | 1,087 | ||||||
Exercised (in shares) | (414) | ||||||
Forfeited (in shares) | (131) | ||||||
Balance at end of period (in shares) | 5,627 | 5,627 | 5,084 | ||||
Exercisable at end of period (in shares) | 2,410 | 2,410 | |||||
Weighted average grant date fair value | |||||||
Balance at beginning of period (in dollars per share) | $ 7.60 | ||||||
Granted (in dollars per share) | 9.74 | ||||||
Exercised (in dollars per share) | 6.35 | ||||||
Forfeited (in dollars per share) | 7.93 | ||||||
Balance at end of period (in dollars per share) | $ 8.10 | 8.10 | $ 7.60 | ||||
Exercisable at end of period (in dollars per share) | 7.22 | 7.22 | |||||
Weighted average exercise price | |||||||
Balance at beginning of period (in dollars per share) | 21.06 | ||||||
Granted (in dollars per share) | 25.68 | ||||||
Exercised (in dollars per share) | 17.74 | ||||||
Forfeited (in dollars per share) | 22.20 | ||||||
Balance at end of period (in dollars per share) | 22.17 | 22.17 | $ 21.06 | ||||
Exercisable at end of period (in dollars per share) | $ 19.21 | $ 19.21 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Contractual Term [Abstract] | |||||||
Weighted average remaining contractual term (in years) | 8 years 2 months 1 day | 8 years 4 months 9 days | |||||
Exercisable at Weighted average remaining contractual term (in years) | 7 years 7 months 9 days | ||||||
Total Intrinsic Value | |||||||
Aggregate Intrinsic Value at beginning of period | $ 30,405 | ||||||
Aggregate Intrinsic Value, Exercised | 4,502 | ||||||
Aggregate Intrinsic Value at end of period | $ 31,451 | 31,451 | $ 30,405 | ||||
Aggregate Intrinsic Value, Exercisable Options | 20,578 | $ 20,578 | |||||
Other disclosures | |||||||
Weighted average period outstanding for unvested stock options | 2 years 6 months | 2 years 4 months 24 days | |||||
Unrecognized compensation expense | $ 24,900 | $ 29,500 | $ 24,900 | $ 29,500 | |||
Vesting period | 4 years | ||||||
Expiration period | 10 years | ||||||
Percentage of stock options granted | 50.00% | ||||||
Percentage of stock options vested | 50.00% | ||||||
Percentage of remaining stock option vested | 50.00% | ||||||
Stock options | Executive Officers | |||||||
Other disclosures | |||||||
Vesting period | 3 years |
Stock Compensation Plans and _7
Stock Compensation Plans and Share-Based Compensation Awards - Fair Value Assumptions (Details) - Stock options - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Assumptions used in estimating grant date fair values | ||
Expected life (in years) | 7 years | 7 years |
Weighted-average risk-free interest rate (as a percent) | 1.16% | 0.86% |
Expected volatility (as a percent) | 34.60% | 30.22% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Weighted-average fair value at grant date | 9.74 | 6.83 |
Stock Compensation Plans and _8
Stock Compensation Plans and Share-Based Compensation Awards - Market and Service-Based Stock Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)installmentDshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Share-based compensation expense | $ 6,489 | $ 5,890 | $ 12,287 | $ 9,475 | |
Market and Service-Based Stock Options | Chief Executive Officer | |||||
Stock Compensation Plans and Share-Based Compensation Awards | |||||
Options Granted (in shares) | shares | 287,395 | ||||
Fair value of options granted | $ 2,900 | ||||
Trailing period | D | 20 | ||||
Percentage of closing price | 110.00% | ||||
Trading days | D | 20 | ||||
Number of installments | installment | 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Expected life (in years) | 7 years | ||||
Weighted-average risk-free interest rate (as a percent) | 1.15% | ||||
Expected volatility (as a percent) | 34.65% | ||||
Dividend yield (as a percent) | 0.00% | ||||
Exercise price | $ / shares | $ 25.46 | $ 25.46 | |||
Vesting period | 3 years | ||||
Share-based compensation expense | $ 400 | $ 600 | |||
Unrecognized compensation expense | $ 2,300 | $ 2,300 | |||
Weighted average period for unrecognized compensation expense (in years) | 1 year 9 months 18 days |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 31, 2021 |
Subsequent Event | Anderson Zaks Ltd | |
Subsequent Events | |
Percentage of interest acquired | 100.00% |