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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

 

FORM 10-Q

  

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023 or 

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

COMMISSION FILE NUMBER 001-35872

 

 EVERTEC, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 

  

Puerto Rico									66-0783622
(State or other jurisdiction of incorporation or organization)									(I.R.S. employer identification number)
Cupey Center Building,			Road 176, Kilometer 1.3,
San Juan,			Puerto Rico						00926
(Address of principal executive offices)									(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			EVTC			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  ☒    No  ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

At October 20, 2023, there were 64,630,922 outstanding shares of common stock of EVERTEC, Inc.

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						Page
Part I. FINANCIAL INFORMATION
Item 1.			Financial Statements
			Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022			1
			Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2023 and 2022			3
			Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022			4
			Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022			6
			Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			40
Item 4.			Controls and Procedures			41
Part II. OTHER INFORMATION						42
Item 1.			Legal Proceedings			42
Item 1A.			Risk Factors			42
Item 2.			Unregistered Sales of Equity in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			43
Item 3.			Defaults Upon Senior Securities			43
Item 4.			Mine Safety Disclosures			43
Item 5.			Other Information			44
Item 6.			Exhibits			45
SIGNATURES						46

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Words such as “believes,” “expects,” "anticipates," "intends," "projects," “estimates,” and “plans” and similar expressions of future or conditional verbs such as "will," "should," "would," "may," and "could" or the negatives of theses terms or variations of them or similar terminology are generally forward-looking in nature and not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business and could impact our business in the future are:

•our reliance on our relationship with Popular, Inc. (“Popular”) for a significant portion of our revenues pursuant to our second amended and restated Master Services Agreement (“MSA”) with them, and as it may impact our ability to grow our business;

•our ability to renew our client contracts on terms favorable to us, including but not limited to the current term and any extension of the MSA with Popular;

•our dependence on our processing systems, technology infrastructure, security systems and fraudulent payment detection systems, as well as on our personnel and certain third parties with whom we do business, and the risks to our business if our systems are hacked or otherwise compromised;

•our ability to develop, install and adopt new software, technology and computing systems;

•a decreased client base due to consolidations and/or failures in the financial services industry;

•the credit risk of our merchant clients, for which we may also be liable;

•the continuing market position of the ATH network;

•a reduction in consumer confidence, whether as a result of a global economic downturn or otherwise, which leads to a decrease in consumer spending;

•our dependence on credit card associations, including any adverse changes in credit card association or network rules or fees;

•changes in the regulatory environment and changes in macroeconomic, market, international, legal, tax, political, or administrative conditions, including inflation or the risk of recession;

•the geographical concentration of our business in Puerto Rico, including our business with the government of Puerto Rico and its instrumentalities, which are facing severe political and fiscal challenges;

•additional adverse changes in the general economic conditions in Puerto Rico, whether as a result of the government’s debt crisis or otherwise, including the continued migration of Puerto Ricans to the U.S. mainland, which could negatively affect our customer base, general consumer spending, our cost of operations and our ability to hire and retain qualified employees;

•operating an international business in Latin America and the Caribbean, in jurisdictions with potential political and economic instability;

•the impact of foreign exchange rates on operations;

•our ability to protect our intellectual property rights against infringement and to defend ourselves against claims of infringement brought by third parties;

•our ability to comply with U.S. federal, state, local and foreign regulatory requirements;

•evolving industry standards and adverse changes in global economic, political and other conditions;

•our level of indebtedness and the impact of rising interest rates, restrictions contained in our debt agreements, including the secured credit facilities, as well as debt that could be incurred in the future;

•our ability to prevent a cybersecurity attack or breach to our information security;

•the possibility that we could lose our preferential tax rate in Puerto Rico;

•failure to satisfy one or more conditions to closing of the Sinqia Transaction (as defined below);

•our inability to integrate Sinqia (as defined below) successfully into the Company or to achieve expected accretion to our earnings per common share;

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•any loss of personnel or customers in connection with the Transaction;

•any cost and other terms of new debt financing incurred in connection with the Transaction; and

•any possibility of future catastrophic hurricanes, earthquakes and other potential natural disasters affecting our main markets in Latin America and the Caribbean.

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under Part 1, Item 1A. "Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2023, as updated by Part II, Item 1A.“Risk Factors” in this Report, and in Part I, Item 2.“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report, as may be updated in our subsequent filings with the SEC. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless it is required to do so by law.

WHERE YOU CAN FIND MORE INFORMATION

All reports we file with the SEC are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available for download through our website at www.evertecinc.com as soon as reasonably practicable after filing such material with the SEC.

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EVERTEC, Inc. Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share information)

1

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						September 30, 2023						December 31, 2022
Assets
Current Assets:
Cash and cash equivalents						$	177,821					$	185,274
Restricted cash						20,607						18,428
Accounts receivable, net						115,779						111,493
Settlement assets						34,771						31,542
Prepaid expenses and other assets						53,373						42,392
Total current assets						402,351						389,129
Debt securities available-for-sale, at fair value						2,079						2,203
Equity securities, at fair value						25,992						—
Investment in equity investee						20,011						14,661
Property and equipment, net						56,957						56,387
Operating lease right-of-use asset						12,523						15,918
Goodwill						434,496						423,392
Other intangible assets, net						220,240						200,320
Deferred tax asset						18,280						5,701
Derivative asset						11,492						7,440
Net investment in leases						—						14
Other long-term assets						17,039						16,578
Total assets						$	1,221,460					$	1,131,743
Liabilities and stockholders’ equity
Current Liabilities:
Accrued liabilities						$	91,310					$	80,666
Accounts payable						52,403						29,730
Contract liability						14,428						15,226
Income tax payable						958						9,406
Current portion of long-term debt						20,750						20,750
Short-term borrowings						6,000						20,000
Current portion of operating lease liability						5,979						5,936
Settlement liabilities						27,684						26,696
Foreign currency swap liability						29,225						—
Total current liabilities						248,737						208,410
Long-term debt						374,656						389,498
Deferred tax liability						10,828						10,111
Contract liability - long term						34,062						34,068
Operating lease liability - long-term						7,045						10,788
Other long-term liabilities						9,783						4,120
Total liabilities						685,111						656,995
Commitments and contingencies (Note 15)
Stockholders’ equity
Preferred stock, par value $0.01; 2,000,000 shares authorized; none issued						—						—
Common stock, par value $0.01; 206,000,000 shares authorized; 64,630,922 shares issued and outstanding as of September 30, 2023 (December 31, 2022 - 64,847,233)						646						648
Additional paid-in capital						4,403						—
Accumulated earnings						530,714						487,349
Accumulated other comprehensive loss, net of tax						(3,352)						(16,486)
Total EVERTEC, Inc. stockholders’ equity						532,411						471,511
Non-controlling interest						3,938						3,237
Total equity						536,349						474,748
Total liabilities and equity						$	1,221,460					$	1,131,743

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share information)

 

						Three months ended September 30,												Nine months ended September 30,
						2023						2022						2023						2022
Revenues (affiliates Note 16)						$	173,198					$	145,803					$	500,088					$	456,622
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization						81,280						76,272						238,149						215,244
Selling, general and administrative expenses						30,437						26,001						83,834						66,436
Depreciation and amortization						21,919						19,712						63,680						58,432
Total operating costs and expenses						133,636						121,985						385,663						340,112
Income from operations						39,562						23,818						114,425						116,510
Non-operating income (expenses)
Interest income						1,926						807						5,162						2,279
Interest expense						(5,709)						(6,763)						(16,992)						(18,242)
Loss on foreign currency remeasurement						(2,806)						(7,779)						(7,337)						(6,858)
Loss on foreign currency swap						(29,225)						—						(29,225)						—
Earnings of equity method investment						1,197						688						3,828						2,120
Gain on sale of business						—						135,642						—						135,642
Other income, net						153						374						2,754						1,621
Total non-operating (expenses) income						(34,464)						122,969						(41,810)						116,562
Income before income taxes						5,098						146,787						72,615						233,072
Income tax (benefit) expense						(4,858)						9,048						4,546						22,911
Net income						9,956						137,739						68,069						210,161
Less: Net loss attributable to non-controlling interest						(80)						(75)						(174)						(140)
Net income attributable to EVERTEC, Inc.’s common stockholders						10,036						137,814						68,243						210,301
Other comprehensive income (loss), net of tax of $329, $716, $18 and $1,442
Foreign currency translation adjustments						(11,332)						4,125						9,426						(210)
Gain on cash flow hedges						3,468						5,762						3,739						18,824
Unrealized loss on change in fair value of debt securities available-for-sale						(11)						$	(21)					$	(31)					$	(77)
Total comprehensive income attributable to EVERTEC, Inc.’s common stockholders						$	2,161					$	147,680					$	81,377					$	228,838
Net income per common share - basic attributable to EVERTEC, Inc.’s common stockholders						$	0.16					$	2.08					$	1.05					$	3.01
Net income per common share - diluted attributable to EVERTEC, Inc.’s common stockholders						$	0.15					$	2.06					$	1.04					$	2.98

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share information)

						Number of Shares of Common Stock						Common Stock						Additional Paid-in Capital						Accumulated Earnings						Accumulated  Other Comprehensive (Loss) Income						Non-Controlling Interest						Total Stockholders’ Equity
Balance at December 31, 2022						64,847,233						$	648					$	—					$	487,349					$	(16,486)					$	3,237					$	474,748
Share-based compensation recognized						—						—						5,557						—						—						—						5,557
Repurchase of common stock						(187,976)						(1)						—						(6,268)						—						—						(6,269)
Restricted stock units delivered						419,205						4						(5,557)						(321)						—						—						(5,874)
Net income						—						—						—						30,052						—						11						30,063
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,249)						—						—						(3,249)
Other comprehensive income						—						—						—						—						16,040						125						16,165
Balance at March 31, 2023						65,078,462						$	651					$	—					$	507,563					$	(446)					$	3,373					$	511,141
Share-based compensation recognized						—						—						6,499						—						—						—						$	6,499
Repurchase of common stock						(268,398)						(3)						(6,418)						(3,100)						—						—						(9,521)
Restricted stock units delivered						29,045						—						(81)						—						—						—						(81)
Net income						—						—						—						28,155						—						(105)						28,050
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,254)						—						—						(3,254)
Other comprehensive income						—						—						—						—						4,969						339						5,308
Balance at June 30, 2023						64,839,109						$	648					$	—					$	529,364					$	4,523					$	3,607					$	538,142
Share-based compensation recognized						—						—						6,756						—						—						—						$	6,756
Repurchase of common stock						(208,564)						(2)						(2,031)						(5,775)						—						—						(7,808)
Restricted stock units delivered						377						—						(322)						321						—						—						(1)
Net income						—						—						—						10,036						—						(80)						9,956
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,232)						—						—						(3,232)
Other comprehensive (loss) income						—						—						—						—						(7,875)						411						(7,464)
Balance at September 30, 2023						64,630,922						$	646					$	4,403					$	530,714					$	(3,352)					$	3,938					$	536,349

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						Number of Shares of Common Stock						Common Stock						Additional Paid-in Capital						Accumulated Earnings						Accumulated  Other Comprehensive Loss						Non-Controlling Interest						Total Stockholders’ Equity
Balance at December 31, 2021						71,969,856						$	719					$	7,565					$	506,051					$	(48,123)					$	4,056					$	470,268
Share-based compensation recognized						—						—						4,279						—						—						—						4,279
Repurchase of common stock						(521,643)						(5)						(6,193)						(14,981)						—						—						(21,179)
Restricted stock units delivered						251,085						3						(5,651)						—						—						—						(5,648)
Net income (loss)						—						—						—						38,898						—						(32)						38,866
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,598)						—						—						(3,598)
Other comprehensive income						—						—						—						—						11,912						248						12,160
Balance at March 31, 2022						71,699,298						$	717					$	—					$	526,370					$	(36,211)					$	4,272					$	495,148
Share-based compensation recognized						—						—						5,165						—						—						—						5,165
Repurchase of common stock						(357,114)						(4)						(3,466)						(10,566)						—						—						(14,036)
Restricted stock units delivered						25,149						—						(28)						—						—						—						(28)
Net income						—						—						—						33,589						—						(33)						33,556
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,579)						—						—						(3,579)
Other comprehensive loss						—						—						—						—						(3,241)						(384)						(3,625)
Balance at June 30, 2022						71,367,333						713						1,671						545,814						(39,452)						3,855						512,601
Share-based compensation recognized						—						—						5,296						—						—						—						5,296
Repurchase of common stock						(1,190,388)						(12)						(6,958)						(30,347)						—						—						(37,317)
Restricted stock units delivered						485						—						(9)						—						—						—						(9)
Net income						—						—						—						137,814						—						(75)						137,739
Cash dividends declared on common stock, $0.05 per share						—						—						—						(3,338)						—						—						(3,338)
Other comprehensive loss						—						—						—						—						9,866						(334)						9,532
Common stock received in exchange of the sale of a Business						(4,589,160)						(46)						—						(169,203)						—						—						(169,249)
Balance at September 30, 2022						65,588,270						655						—						480,740						(29,586)						3,446						455,255

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

						Nine months ended September 30,
						2023						2022
Cash flows from operating activities
Net income						68,069						$	210,161
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						63,680						58,432
Amortization of debt issue costs and accretion of discount						1,795						1,187
Operating lease amortization						4,619						4,576
Unrealized loss on foreign currency hedge						29,225						—
Unrealized gain on change in fair value of equity securities						(104)						—
(Release) provision for expected credit losses and sundry losses						(305)						3,363
Deferred tax benefit						(16,491)						(1,699)
Share-based compensation						18,812						14,740
Gain on sale of a business						—						(135,642)
Loss on disposition of property and equipment						789						4,691
Earnings of equity method investment						(3,828)						(2,120)
Dividend received from equity method investment						3,497						2,053
Loss on foreign currency remeasurement						7,337						6,858
Decrease (increase) in assets:
Accounts receivable, net						(4,590)						3,503
Prepaid expenses and other assets						(11,181)						(3,417)
Other long-term assets						(1,013)						(4,389)
(Decrease) increase in liabilities:
Accrued liabilities and accounts payable						17,387						468
Income tax payable						(9,108)						2,921
Contract liability						(1,146)						1,344
Operating lease liabilities						(3,739)						(4,450)
Other long-term liabilities						(247)						(3,571)
Total adjustments						95,389						(51,152)
Net cash provided by operating activities						163,458						159,009
Cash flows from investing activities
Additions to software						(34,193)						(28,287)
Acquisition of customer relationship						—						(10,607)
Property and equipment acquired						(16,429)						(16,313)
Proceeds from sales of property and equipment						23						77
Acquisition of available-for-sale debt securities						(962)						(254)
Purchase of equity securities						(26,505)						—
Investment in equity investee						(5,500)						—
Purchase of certificates of deposit						—						(7,264)
Proceeds from maturities of available-for-sale debt securities						1,048						1,015
Acquisitions, net of cash acquired						(22,915)						(44,369)
Net cash used in investing activities						(105,433)						(106,002)
Cash flows from financing activities
Withholding taxes paid on share-based compensation						(5,956)						(5,685)
Net decrease in short-term borrowings						(14,000)						—
Repayment of short-term borrowings for purchase of equipment and software						—						(901)
Dividends paid						(9,735)						(10,515)
Repurchase of common stock						(23,598)						(72,532)
Repayment of long-term debt						(15,563)						(9,875)
Net cash used in financing activities						(68,852)						(99,508)
Effect of foreign exchange rate on cash, cash equivalents and restricted cash						10,716						4,260
Net decrease in cash, cash equivalents and restricted cash						(111)						(42,241)
Cash, cash equivalents, restricted cash and cash included in settlement assets at beginning of the period						215,657						285,917

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Cash, cash equivalents, restricted cash, and cash included in settlement assets at end of the period						$	215,546					$	243,676
Reconciliation of cash, cash equivalents, restricted cash and cash included in settlement assets
Cash and cash equivalents						$	177,821					$	216,357
Restricted cash						20,607						18,705
Cash and cash equivalents included in settlement assets						17,118						8,614
Cash, cash equivalents, restricted cash and cash included in settlement assets						$	215,546					$	243,676
Supplemental disclosure of cash flow information:
Cash paid for interest						$	16,737					$	18,523
Cash paid for income taxes						$	29,692					$	24,386
Supplemental disclosure of non-cash activities:
Payable due to vendor related to equipment and software acquired						$	4,207					$	—
Non-cash investing activities
Software exchanged for common stock						—						18,761
Goodwill exchanged for common stock						—						5,813
CDs transferred in the acquisition of a business						—						7,169
Non-cash financing activities
Payable due to vendor related to licenses acquired						7,911						—
Non-cash financing and investing activities
Common stock received and retired for sale of a business						—						169,249

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 - The Company and Basis of Presentation			9
Note 2 - Business Acquisition			9
Note 3 - Debt Securities			10
Note 4 - Investment in Equity Investee			11
Note 5 - Property and Equipment, net			11
Note 6 - Goodwill and Other Intangible Assets			11
Note 7 - Debt and Short-Term Borrowings			12
Note 8 - Financial Instruments and Fair Value Measurements			13
Note 9 - Equity			14
Note 10 - Share-based Compensation			14
Note 11 - Revenues			15
Note 12 - Current Expected Credit Losses			17
Note 13 - Income Tax			18
Note 14 - Net Income per Common Share			19
Note 15 - Commitments and Contingencies			20
Note 16 - Related Party Transactions			20
Note 17 - Segment Information			20
Note 18 - Subsequent Events			24

 

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Note 1 – The Company and Basis of Presentation

The Company

EVERTEC, Inc. and its subsidiaries (collectively the “Company” or “EVERTEC”) is a leading full-service transaction processing business in Latin America and the Caribbean. The Company is based in Puerto Rico and provides a broad range of merchant acquiring, payment processing and business process management services. The Company provides services across 26 countries in the region. EVERTEC owns and operates the ATH network, which we believe is one of the leading personal identification number (“PIN”) debit networks in Latin America. In addition, EVERTEC provides a comprehensive suite of services for core banking, cash processing and fulfillment in Puerto Rico and technology outsourcing and payment transactions fraud monitoring in all the regions the Company serves. EVERTEC serves a broad and diversified customer base of leading financial institutions, merchants, corporations, and government agencies with solutions that are essential to their operations, enabling them to issue, process and accept transactions securely.

Basis of Presentation

The unaudited condensed consolidated financial statements of EVERTEC have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the accompanying unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the rules and regulations of the Securities and Exchange Commission and, accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2022, included in the Company’s 2022 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited condensed consolidated financial statements, prepared in accordance with GAAP, contain all adjustments necessary for a fair presentation. Intercompany accounts and transactions are eliminated in consolidation. Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Settlement Assets and Liabilities

Settlement assets and liabilities result from timing differences in the Company’s settlement processes with merchants, financial institutions, and credit card associations related to merchant and card transaction processing. The amounts are generally collected or paid the following business day. Settlement assets represent cash received or amounts receivable from agents, payment networks, bank partners, merchants or direct consumers. Settlement liabilities represent amounts payable to merchants and payees. Settlement assets were historically presented within cash and accounts receivable, while Settlement liabilities were presented within accrued liabilities and accounts payable.

Note 2 – Business Acquisition

Acquisition of a Business

On February 16, 2023, the Company closed on the acquisition of 100% of Paysmart Pagamentos Eletronicos Ltda (“paySmart”). Headquartered in Porto Alegre, Brazil, paySmart provides issuer processing services and BIN Sponsorship services for prepaid programs under domestic and international schemes in Brazil. The aggregate purchase price was $130 million Brazilian reais, approximately USD$25 million. The acquisition expands the Company's footprint in Brazil and compliments the current product offering in the country.

The Company accounted for this transaction as a business combination. The following table details the preliminary fair value of assets acquired and liabilities assumed from the paySmart acquisition:

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			Preliminary Assets/Liabilities (at fair value)
( In thousands)
Cash and cash equivalents			$	2,037
Accounts receivable, net			451
Prepaid expenses and other assets			58
Property and equipment, net			107
Operating lease right-of-use asset			182
Goodwill			9,735
Settlement assets			52,593
Other intangible assets, net			15,174
Total assets acquired			80,337
Accounts payable			278
Settlement liabilities			50,368
Operating lease liability			185
Income tax payable			298
Deferred tax liability			4,253
Total liabilities assumed			$	55,382

The following table details the major groups of intangible assets acquired and the weighted average amortization period for these assets:

						Amount			Weighted-average life
(Dollar amounts in thousands)
Customer relationships						$	10,239		20
Trademark						1,299			5
Software packages						3,636			5
Total						$	15,174		15

Refer to Note 6- Goodwill and Other Intangible Assets for detail of goodwill allocated by reportable segments. The goodwill is primarily attributed to anticipated synergies. Currently, none of the goodwill is deductible for income tax purposes.

Note 3 – Debt Securities

The amortized cost, gross unrealized gains and losses recorded in OCI and estimated fair value of debt securities available-for-sale by contractual maturity as of September 30, 2023 and December 31, 2022 were as follows:

						September 30, 2023
(In thousands)												Gross unrealized
						Amortized cost						Gains						Losses						Fair Value
Costa Rica Government Obligations
After 1 to 5 years						$	2,090					$	—					$	(11)					$	2,079

						December 31, 2022
(In thousands)												Gross unrealized
						Amortized cost						Gains						Losses						Fair Value
Costa Rica Government Obligations
After 1 to 5 years						$	2,194					$	9					$	—					$	2,203

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Costa Rica Government Obligations are held by a trust in the Costa Rica National Bank as a collateral requirement for settlement activities. The Company may substitute securities as needed but must maintain certain levels of collateral based on transaction volumes.

For the nine months period ended September 30, 2023, the Company purchased $1.0 million in debt securities that were classified as available-for-sale and $0.3 million for the corresponding period in 2022. Debt securities amounting to $1.0 million and $1.0 million matured during the nine months period ended September 30, 2023 and 2022, respectively, while no debt securities were sold during the same periods.

A provision for credit losses was not required for the periods presented above. Refer to Note 8 for disclosure requirements related to the fair value hierarchy.

Note 4 – Investment in Equity Investee

In the third quarter of 2023, the Company, through its wholly owned subsidiary EVERTEC Costa Rica, S.A. (“EVERTEC CR”), entered into an agreement with a corporate partner to jointly develop and provide payment services in the Latin America region. The services will be provided through a newly formed entity which both entities will contribute capital to form. The Company has concluded that the newly formed entity is a joint venture not controlled by the Company and will therefore account for the entity as an equity investee. The Company has committed capital contributions in the amount of $13.5 million, consisting of cash payments amounting to $7.5 million, nonfinancial assets consisting of $3.5 million in development of intellectual property, and $2.5 million in processing cost credits. At September 30, 2023, the Company had contributed $5.5 million in cash from the committed amounts, which represented 9.91% ownership in the joint venture.

Note 5 – Property and Equipment, net

Property and equipment, net consists of the following:

(Dollar amounts in thousands)						Useful life in years						September 30, 2023						December 31, 2022
Buildings						30						$	1,620					$	1,456
Data processing equipment						3 - 5						178,367						162,761
Furniture and equipment						3 - 20						9,869						9,154
Leasehold improvements						5 -10						4,208						3,660
												194,064						177,031
Less - accumulated depreciation and amortization												(138,525)						(121,919)
Depreciable assets, net												55,539						55,112
Land												1,418						1,275
Property and equipment, net												$	56,957					$	56,387

Depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2023 amounted to $5.4 million and $15.9 million, respectively, compared to $4.6 million and $13.9 million for the corresponding periods in 2022.

Note 6 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill, allocated by operating segments, were as follows (see Note 17):

(In thousands)						Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Total
Balance at December 31, 2022						$	160,972					$	84,289					$	138,121					$	40,010					$	423,392
Goodwill attributable to acquisition						—						9,735						—						—						9,735
Foreign currency translation adjustments						—						1,369						—						—						1,369
Balance at September 30, 2023						$	160,972					$	95,393					$	138,121					$	40,010					$	434,496

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Goodwill is tested for impairment on an annual basis as of August 31, or more often if events or changes in circumstances indicate there may be impairment. The Company may test for goodwill impairment using a qualitative or a quantitative analysis. In a qualitative analysis, the Company assesses whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount. In the quantitative analysis, the Company compares the estimated fair value of the reporting units to their carrying values, including goodwill. No impairment losses were recognized based on the quantitative assessment performed as of August 31, 2023. For the corresponding period in 2022 the qualitative analysis was followed and no impairment losses were recognized. Refer to Note 2 - Business Acquisition, for further details of goodwill acquired in the first quarter of 2023.

The carrying amount of other intangible assets at September 30, 2023 and December 31, 2022 was as follows:

												September 30, 2023
(Dollar amounts in thousands)						Useful life in years						Gross amount						Accumulated amortization						Net carrying amount
Customer relationships						8 - 20						$	403,108					$	(327,813)					$	75,295
Trademarks						1 - 15						44,495						(39,333)						$	5,162
Software packages						3 - 10						405,429						(265,646)						$	139,783
Other intangible assets, net												$	853,032					$	(632,792)					$	220,240

												December 31, 2022
(Dollar amounts in thousands)						Useful life in years						Gross amount						Accumulated amortization						Net carrying amount
Customer relationships						8 - 15						$	392,737					$	(303,733)					$	89,004
Trademarks						1 - 15						43,195						(37,998)						5,197
Software packages						3 - 10						349,474						(243,355)						106,119
Other intangible assets, net												$	785,406					$	(585,086)					$	200,320

Amortization expense related to other intangibles for the three and nine months ended September 30, 2023 amounted to $16.6 million and $47.8 million, respectively, compared to $15.2 million and $44.5 million for the corresponding periods in 2022. During the nine months ended September 30, 2022, the Company recorded an impairment loss through cost of revenues of $4.1 million for a multi-year software development for which a reduction in future cash flows was projected. The impairment charge affected the Company's Payment Services - Puerto Rico & Caribbean segment.

The estimated amortization expense of the other intangible balances outstanding at September 30, 2023, for the next five years is as follows:

(In thousands)
Remaining 2023						$	16,411
2024						55,249
2025						28,644
2026						19,267
2027						14,522

Note 7 – Debt and Short-Term Borrowings

Debt at September 30, 2023 and December 31, 2022 was as follows:

(In thousands)						September 30, 2023						December 31, 2022
2027 Term A Loan bearing interest at a variable interest rate (SOFR plus applicable margin(1)(2))						$	395,406					$	410,248
Revolving credit facility(2)						6,000						20,000
Note payable due on September 1, 2030(1)						7,911						$	—

 

(1)Net of unaccreted discount and unamortized debt issue costs, as applicable.

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(2)Subject to a minimum rate ("SOFR floor") of 0% plus applicable margin of 1.50% at September 30, 2023 and December 31, 2022.

Secured Credit Facilities

On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for (i) a $415.0 million term loan A facility (the “Term Loan Facility”) and (ii) a $200.0 million revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “2022 Credit Facilities”). The 2022 Credit Facilities mature on December 1, 2027.

At September 30, 2023, the unpaid principal balance of the Term Loan Facility was $399.4 million. At September 30, 2023, there was $6.0 million outstanding on the Revolving Facility and the additional borrowing capacity was $188.0 million, considering letters of credit issued. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.

Notes Payable

In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of September 30, 2023, the outstanding principal balance of the note payable on a discounted basis was $7.9 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.

Interest Rate Swaps

As of September 30, 2023, the Company has two interest rate swap agreements, entered into in December 2018 and May 2023, which convert a portion of the interest rate payments on the Company's Term Loan Facility from variable to fixed: 

Swap Agreement

Effective date

Maturity Date

Notional Amount

Variable Rate

Fixed Rate

2018 Swap

April 2020

November 2024

$250 million

1-month SOFR

2.929%

2023 Swap

November 2024

December 2027

$250 million

1-month SOFR

3.375%

As of September 30, 2023 and December 31, 2022, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheets was $11.5 million and $7.4 million, respectively. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 9 for disclosure of gains recorded on cash flow hedging activities.

During the three and nine months ended September 30, 2023, the Company reclassified gains of $1.6 million and $4.0 million, respectively, from accumulated other comprehensive income into interest expense compared to losses of $0.4 million and $3.5 million, respectively, for the corresponding periods in 2022. Based on current SOFR rates, the Company expects to reclassify gains of $6.2 million from accumulated other comprehensive income into interest expense over the next 12 months.

The cash flow hedge is considered highly effective.

Note 8 – Financial Instruments and Fair Value Measurements

Recurring Fair Value Measurements

Debt Securities Available for Sale

The fair value of debt securities is estimated based on observable inputs, therefore classified as a Level 2 asset within the fair value hierarchy. The fair value of the Costa Rica Government Obligations was $2.1 million and $2.2 million as of September 30, 2023 and December 31, 2022.

Derivative Instruments

The fair value of the Company's interest rate swaps are estimated using Level 2 inputs under the fair value hierarchy. These derivatives were in an asset position with a balance of $11.5 million and $7.4 million as of September 30, 2023 and December 31, 2022, respectively.

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The fair value of the foreign currency swap entered into during the third quarter of 2023 to fix the acquisition price of the Sinqia transaction described in Note 18, Subsequent events, is estimated using Level 2 inputs under the fair value hierarchy. This derivative was in a liability position of $29.2 million as of September 30, 2023.

Equity Securities

During the third quarter of 2023, the Company purchased 4.8 million shares of Sinqia, S.A., a public company traded in B3, the Brazilian stock exchange. The shares were purchased in the open market for $26.5 million and at September 30, 2023 the fair value of the equity securities, classified as a Level 1 input, amounted to $26.0 million. For both the three and nine month periods ended September 30, 2023, the Company recognized unrealized gains of $0.1 million in the unaudited condensed consolidated statement of income and translation losses of $0.6 million through other comprehensive income (loss).

The following table presents the carrying value, as applicable, and estimated fair value for financial instruments at September 30, 2023 and December 31, 2022:

						September 30, 2023												December 31, 2022
(In thousands)						Carrying Amount						Fair Value						Carrying Amount						Fair Value
Financial assets:
Costa Rica government obligations						$	2,079					$	2,079					$	2,203					$	2,203
Equity securities						$	25,992					$	25,992					$	—					$	—
Interest rate swaps						11,492						11,492						7,440						7,440
Financial liabilities:
Term Loan Facility						395,406						397,840						410,248						413,494
Foreign currency hedge liability						29,225						29,225						—						—

The fair value of the term loan at September 30, 2023 and December 31, 2022 was obtained using prices provided by third party service providers. Their pricing is based on various inputs such as market quotes, recent trading activity in a non-active market or imputed prices. These inputs are considered Level 3 inputs under the fair value hierarchy. Also, the pricing may include the use of an algorithm that could take into account movements in the general high yield market, among other variants. The secured term loan is not accounted for at fair value in the balance sheet.

Note 9 – Equity

Accumulated Other Comprehensive Income (Loss)

The following table provides a summary of the changes in the balances of accumulated other comprehensive income (loss) for the nine months ended September 30, 2023: 

(In thousands)						Foreign Currency Translation Adjustments						Cash Flow Hedges						Unrealized Gains (losses) on Debt Securities AFS						Total
Balance - December 31, 2022, net of tax						$	(23,481)					$	6,954					41						(16,486)
Other comprehensive income (loss) before reclassifications						9,426						7,691						(31)						17,086
Effective portion reclassified to net income						$	—					$	(3,952)					—						(3,952)
Balance - September 30, 2023, net of tax						$	(14,055)					$	10,693					$	10					$	(3,352)

Note 10 – Share-based Compensation

Long-term Incentive Plan ("LTIP")

During the three months ended March 31, 2021, 2022 and 2023, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors ("Board") approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2021 LTIP, 2022 LTIP and 2023 LTIP, respectively, all under the terms of the Company's 2022 Equity Incentive Plan. Under the LTIPs, the Company granted RSUs to eligible participants as time-based awards and/or performance-based awards.

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The vesting of the RSUs is dependent upon service and/or performance conditions as defined in the award agreements. Employees that received time-based awards with service conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the employee provides services to the Company through the vesting date. Time-based awards vest over a period of three years in substantially equal installments commencing on the grant date and ending on March 2 of each year for the 2021 LTIP, February 25 of each year for the 2022 LTIP and February 24 of each year for the 2023 LTIP. In 2022 and 2023, the Company also granted time-based awards with a three year service vesting period which will cliff vest on February 25, 2025 and February 24, 2026, respectively.

For the performance-based awards under the 2021 LTIP, 2022 LTIP, and 2023 LTIP, the Compensation Committee established adjusted earnings before income taxes, depreciation and amortization ("Adjusted EBITDA") as the primary performance measure while maintaining focus on total shareholder return through the use of a market-based total shareholder return ("TSR") performance modifier. The Adjusted EBITDA measure is based on annual targets and can result in a payout between 0% and 200%, depending on the performance level. The TSR modifier adjusts the shares earned based on the Adjusted EBITDA performance upwards or downwards (+/- 25%) based on the Company’s relative TSR at the end of the three-year performance period as compared to the companies in the Russell 2000 Index. The Adjusted EBITDA performance measure will be calculated for the one-year period commencing on January 1 of the year of the grant and ending on December 31 of the same year, relative to the goals set by the Compensation Committee for this same period. The shares earned will be subject to an additional two-year service vesting period and will vest on March 2, 2024 for the 2021 LTIP, February 25, 2025 for the 2022 LTIP, and February 24, 2026 for the 2023 LTIP. Unless otherwise specified in the award agreement, or in an employment agreement, awards are forfeited if the employee voluntarily ceases to be employed by the Company prior to vesting.

The following table summarizes nonvested RSUs activity for the nine months ended September 30, 2023:

Nonvested RSUs						Shares						Weighted-average grant date fair value
Nonvested at December 31, 2022						1,363,780						$	38.96
Granted						778,656						37.51
Vested						(608,800)						36.92
Forfeited						(15,080)						40.52
Nonvested at September 30, 2023						1,518,556						$	40.13

For the three and nine months ended September 30, 2023, the Company recognized $6.7 million and $18.8 million of share-based compensation expense, compared with $5.3 million and $14.7 million for the corresponding period in 2022.

As of September 30, 2023, the maximum unrecognized cost for RSUs was $36.7 million. The cost is expected to be recognized over a weighted average period of 1.8 years.

Note 11 – Revenues

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into primary geographical markets, nature of the products and services, and timing of transfer of goods and services. The Company's operating segments are determined by the nature of the products and services the Company provides and the primary geographical markets in which the Company operates. Revenue disaggregated by segment is discussed in Note 17, Segment Information.

In the following tables, revenue for each segment, excluding intersegment revenues, is disaggregated by timing of revenue

recognition for the periods indicated.

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			Three Months Ended September 30, 2023
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Total
Timing of revenue recognition
Products and services transferred at a point in time			$	107					$	581					$	—					$	2,396					$	3,084
Products and services transferred over time			34,302						41,128						40,557						54,127						$	170,114
			$	34,409					$	41,709					$	40,557					$	56,523					$	173,198

			Three Months Ended September 30, 2022
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Total
Timing of revenue recognition
Products and services transferred at a point in time			$	89					$	973					$	—					$	3,790					$	4,852
Products and services transferred over time			29,456						29,068						36,911						45,516						$	140,951
			$	29,545					$	30,041					$	36,911					$	49,306					$	145,803

			Nine months ended September 30, 2023
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Total
Timing of revenue recognition
Products and services transferred at a point in time			$	345					$	1,834					$	—					$	6,053					$	8,232
Products and services transferred over time			100,651						105,917						122,152						163,136						$	491,856
			$	100,996					$	107,751					$	122,152					$	169,189					$	500,088

			Nine months ended September 30, 2022
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Total
Timing of revenue recognition
Products and services transferred at a point in time			$	244					$	1,405					$	—					$	7,956					$	9,605
Products and services transferred over time			86,045						81,229						111,079						168,664						$	447,017
			$	86,289					$	82,634					$	111,079					$	176,620					$	456,622

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Revenue concentration with a single customer, Popular, as a percentage of total revenues for the quarters ended September 30, 2023 and 2022 was approximately 34% and 35%, respectively. For the nine months ended September 30, 2023 and September 30, 2022 this percentage was approximately 36% and 40%, respectively.

Contract Balances

The following table provides information about contract assets from contracts with customers.

(In thousands)			September 30, 2023						December 31, 2022
Balance at beginning of period			$	4,749					$	1,715
Services transferred to customers			17,827						9,313
Transfers to accounts receivable			(12,244)						(6,279)
Balance at end of period			$	10,332					$	4,749

The current portion of contract assets is recorded as part of prepaid expenses and other assets, and the long-term portion is included in other long-term assets in the unaudited condensed consolidated balance sheets.

Accounts receivable, net at September 30, 2023 amounted to $115.8 million. Contract liability and contract liability - long term at September 30, 2023 amounted to $14.4 million and $34.1 million, respectively, and may arise when consideration is received or due in advance from customers prior to performance. The contract liability is mainly comprised of upfront fees for implementation or set up activities, including fees charged in pre-production periods in connection with hosting services. The Company regularly reviews its estimates for variable consideration on the transaction price and recognizes changes in estimates on a cumulative catch-up basis as if the most current estimate of the transaction price adjusted for variable consideration had been known as of the inception of the contract. During the three and nine months ended September 30, 2023, the Company recognized revenue of $4.2 million and $12.9 million, respectively, that was included in the contract liability at December 31, 2022. During the three and nine months ended September 30, 2022, the Company recognized revenue of $17.0 million and $29.0 million, respectively, that was included in the contract liability at December 31, 2021.

Transaction price allocated to the remaining performance obligations

The estimated aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially satisfied at September 30, 2023 is $907.6 million, which is expected to be recognized over the next 1 to 6 years. This amount consists of minimums on certain master services agreements, professional service fees for implementation or set up activities related to managed services and maintenance services typically recognized over the life of the contract, and professional service fees for customizations or development of on-premise licensing agreements, which are recognized over time based on inputs relative to the total expected inputs to satisfy a performance obligation.

Note 12 – Current Expected Credit Losses

Allowance for Current Expected Credit Losses

Trade receivables from contracts with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following:

•Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their country.

•The Company has two main industry sectors: private and governmental. The private pool is comprised mainly of leading financial institutions, merchants and corporations, while the governmental pool is comprised of government agencies. The governmental customers possess different risk characteristics than private customers because although all invoices are due 30 days after issuance, governmental customers usually pay within 60 to 90 days after issuance (i.e., approximately 30 to 60 more days than private customers).

•The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.

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The credit losses of the Company’s trade receivables have been low historically and most balances are collected within one year. Therefore, the Company determined that the expected loss rates should be calculated using the historical loss rates adjusted by macroeconomic factors. The historical rates are calculated for each of the aging categories used for pooling trade receivables. To determine the collected portion of each bucket, the collection time of each trade receivable is identified, to estimate the proportion of outstanding balances per aging bucket that ultimately will not be collected. This is used to determine the expectation of losses based on the history of uncollected trade receivables once the specific past due period is surpassed. The historical rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of customers to settle the receivables by applying a country risk premium as the forward-looking macroeconomic factor. Specific reserves are established for certain customers for which collection is doubtful.

Rollforward of the Allowance for Expected Current Credit Losses

The following table provides information about the allowance for expected current credit losses on trade receivables.

(In thousands)						September 30, 2023						December 31, 2022
Balance at beginning of period						$	2,159					$	2,523
Current period provision for expected credit losses						956						754
Write-offs						(197)						(1,268)
Recoveries of amounts previously written-off						17						150
Balance at end of period						$	2,935					$	2,159

The Company does not have a delinquency threshold for writing-off trade receivables. The Company has a formal process for the review and approval of write-offs.

Impairment losses on trade receivables are presented as net impairment losses within cost of revenue, exclusive of depreciation and amortization in the unaudited condensed consolidated statements of income and comprehensive income. Subsequent recoveries of amounts previously written-off, when applicable, are credited against the allowance for expected current credit losses within accounts receivable, net on the unaudited condensed consolidated balance sheets.

Note 13 – Income Tax

The components of income tax expense for the three and nine months ended September 30, 2023 and 2022, respectively, consisted of the following:

						Three months ended September 30,												Nine months ended September 30,
(In thousands)						2023						2022						2023						2022
Current tax provision						$	8,166					$	9,537					$	21,037					$	24,610
Deferred tax benefit						(13,024)						(489)						(16,491)						(1,699)
Income tax (benefit) expense						$	(4,858)					$	9,048					$	4,546					$	22,911

The Company conducts operations in Puerto Rico, the United States, and certain countries in Latin America. As a result, the income tax expense includes the effect of taxes paid to the government of Puerto Rico as well as foreign jurisdictions. The following table presents the components of income tax expense for the three and nine months ended September 30, 2023 and 2022, and its segregation based on location of operations:

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						Three months ended September 30,												Nine months ended September 30,
(In thousands)						2023						2022						2023						2022
Current tax provision
Puerto Rico						$	1,851					$	6,318					$	5,626					$	11,809
United States						80						44						138						107
Foreign countries						6,235						3,175						15,273						12,694
Total current tax provision						$	8,166					$	9,537					$	21,037					$	24,610
Deferred tax benefit
Puerto Rico						$	(11,169)					$	719					$	(11,593)					$	(321)
United States						34						54						38						9
Foreign countries						(1,889)						(1,262)						(4,936)						(1,387)
Total deferred tax benefit						$	(13,024)					$	(489)					$	(16,491)					$	(1,699)

Taxes payable to foreign countries by EVERTEC’s subsidiaries will be paid by such subsidiary and the corresponding liability and expense will be presented in EVERTEC’s consolidated financial statements.

As of September 30, 2023, the Company had $130.6 million of unremitted earnings from foreign subsidiaries, compared to $115.5 million as of December 31, 2022. The Company has not recognized a deferred tax liability on undistributed earnings for the Company’s foreign subsidiaries because these earnings are intended to be indefinitely reinvested.

As of September 30, 2023, the gross deferred tax asset amounted to $29.9 million and the gross deferred tax liability amounted to $20.0 million, compared to $17.9 million and $20.7 million, respectively, as of December 31, 2022. As of September 30, 2023, and December 31, 2022, there is a valuation allowance against the gross deferred tax asset of approximately $2.4 million and $1.6 million, respectively.

Income tax expense differs from the amount computed by applying the Puerto Rico statutory income tax rate to the income before income taxes as a result of the following:

						Nine months ended September 30,
(In thousands)						2023						2022
Computed income tax at statutory rates						$	27,231					$	87,402
Differences in tax rates due to multiple jurisdictions						3,034						2,612
Effect of income subject to tax-exemption grant						(24,697)						(26,262)
Effect of the gain on sale of a business						—						(39,645)
Unrecognized tax expense						103						(3,472)
Excess tax benefits on share-based compensation						11						169
Tax credits for research and development activities						(884)						—
Other, net						(252)						2,107
Income tax expense						$	4,546					$	22,911

Note 14 – Net Income Per Common Share

The reconciliation of the numerator and denominator of the income per common share is as follows:

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						Three Months Ended September 30,												Nine months ended September 30,
(In thousands, except per share information)						2023						2022						2023						2022
Net income available to EVERTEC, Inc.’s common shareholders						$	10,036					$	137,814					$	68,243					$	210,301
Weighted average common shares outstanding						64,648,542						66,398,547						64,886,551						69,906,483
Weighted average potential dilutive common shares (1)						1,130,717						647,262						819,045						682,432
Weighted average common shares outstanding - assuming dilution						65,779,259						67,045,809						65,705,596						70,588,915
Net income per common share - basic						$	0.16					$	2.08					$	1.05					$	3.01
Net income per common share - diluted						$	0.15					$	2.06					$	1.04					$	2.98

 

(1)Potential common shares consist of common stock issuable under RSUs awards using the treasury stock method.

On February 16, 2023, April 20, 2023 and July 20, 2023, respectively the Company's Board declared quarterly cash dividends of $0.05 per share of common stock, which was paid on March 17, 2023, June 2, 2023 and September 1, 2023, respectively to stockholders' of record on February 28, 2023, May 1, 2023 and July 31, 2023, respectively.

Note 15 – Commitments and Contingencies

EVERTEC is a defendant in a number of legal proceedings arising in the ordinary course of business. Based on the opinion of legal counsel and other factors, management believes that the final disposition of these matters will not have a material adverse effect on the business, results of operations, financial condition, or cash flows of the Company. The Company has identified certain claims in which a loss may be incurred, but in the aggregate the loss would be insignificant. For other claims regarding proceedings that are in an initial phase, the Company is unable to estimate the range of possible loss, if any, but at this time believes that any loss related to such claims will not be material.

Note 16 – Related Party Transactions

In connection with closing of the Popular Transaction on July 1, 2022, the Company terminated the existing stockholder agreement with Popular, which granted Popular certain benefits as a shareholder of the Company. In addition, on August 15, 2022, through a secondary offering, Popular sold its remaining shares of common stock of Evertec and as of that date no longer holds any shares of EVERTEC common stock. EVERTEC is no longer considered a subsidiary of Popular under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). Given both the termination of the stockholder agreement and that Popular is no longer a shareholder of EVERTEC, management concluded that Popular is no longer a related party as of August 15, 2022.

The following table presents the Company’s transactions with Popular for the three and nine months ended September 30, 2022 while they were deemed a related party:

						Three months ended September 30,						Nine months ended September 30,
(In thousands)						2022 (1)						2022 (1)
Total revenues						$	22,782					$	153,335
Cost of revenues						$	653					$	2,386
Operating lease cost and other fees						$	807					$	4,433
Interest earned from affiliate
Interest income						$	231					$	1,011

(1)Amounts presented through August 15, 2022.

Note 17 – Segment Information

The Company operates in four business segments: Payment Services - Puerto Rico & Caribbean, Payment Services - Latin America (collectively "Payment Services segments"), Merchant Acquiring, and Business Solutions.

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The Payment Services - Puerto Rico & Caribbean segment revenues are comprised of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and point of sale ("POS") transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

The Payment Services - Latin America segment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services.

The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.

The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.

In addition to the four operating segments described above, management identified certain functional cost areas that operate independently and do not constitute businesses in themselves. These areas could neither be concluded as operating segments nor could they be combined with any other operating segments. Therefore, these areas are aggregated and presented within the “Corporate and Other” category in the financial statements alongside the operating segments. The Corporate and Other category consists of corporate overhead expenses, intersegment eliminations, certain leveraged activities and other non-operating and miscellaneous expenses that are not included in the operating segments. The overhead and leveraged costs relate to activities such as:

•marketing,

•corporate finance and accounting,

•human resources,

•legal,

•risk management functions,

•internal audit,

•corporate debt related costs,

•non-operating depreciation and amortization expenses generated as a result of merger and acquisition activity,

•intersegment revenues and expenses, and

•other non-recurring fees and expenses that are not considered when management evaluates financial performance at a segment level

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The Chief Operating Decision Maker ("CODM") reviews the operating segments separate financial information to assess performance and to allocate resources. Management evaluates the operating results of each of its operating segments based upon revenues and Adjusted EBITDA. Effective for the quarter ended March 31, 2023, the Company modified the manner in which it calculates and reports Adjusted EBITDA presented to the CODM for assessing segment performance to exclude the impact of non-cash unrealized gains and losses from foreign currency remeasurement. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Adjusted EBITDA, as it relates to operating segments, is presented in conformity with ASC Topic 280, Segment Reporting, given that it is reported to the CODM for purposes of allocating resources. The Company has recast prior periods to conform with the modified definition of Adjusted EBITDA. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by revenues and Adjusted EBITDA. As such, segment assets are not disclosed in the notes to the unaudited condensed consolidated financial statements.

The following tables set forth information about the Company’s operations by its four business segments for the periods indicated:

			Three Months Ended September 30, 2023
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Corporate and Other (1)						Total
Revenues			$	51,600					$	46,155					$	40,557					$	56,522					$	(21,636)					$	173,198
Operating costs and expenses			28,402						38,608						26,997						40,643						(1,014)						133,636
Depreciation and amortization			6,203						4,898						1,078						4,478						5,262						21,919
Non-operating income (expenses)			110						(2,148)						—						69						(28,712)						(30,681)
EBITDA			29,511						10,297						14,638						20,426						(44,072)						30,800
Compensation and benefits (2)			663						859						662						696						4,090						6,970
Transaction, refinancing and other fees (3)			269						3,451						—						—						34,363						38,083
(Gain) loss on foreign currency remeasurement (4)			(87)						2,885						—						—						8						2,806
Adjusted EBITDA			$	30,356					$	17,492					$	15,300					$	21,122					$	(5,611)					$	78,659

(1)Corporate and Other consists of corporate overhead, certain leveraged activities, other non-operating expenses and intersegment eliminations.  Intersegment revenue eliminations predominantly reflect the $13.5 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction processing of $4.4 million from Payment Services- Latin America to both Payment Services- Puerto Rico & Caribbean and Business Solutions, and transaction processing and monitoring fees of $3.7 million from Payment Services - Puerto Rico & Caribbean to Payment Services - Latin America.

(2)Primarily represents share-based compensation and severance payments.

(3)Primarily represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, the foreign currency swap loss and the elimination of unrealized equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A., net of dividends received.

(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

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			Three Months Ended September 30, 2022
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Corporate and Other (1)						Total
Revenues			$	44,592					$	33,741					$	36,911					$	49,306					$	(18,747)					$	145,803
Operating costs and expenses			26,960						28,513						25,261						38,522						2,729						121,985
Depreciation and amortization			5,116						4,104						1,045						3,745						5,702						19,712
Non-operating income (expenses)			385						(7,094)						348						136,218						(932)						128,925
EBITDA			23,133						2,238						13,043						150,747						(16,706)						172,455
Compensation and benefits (2)			1,557						972						498						503						2,141						5,671
Transaction, refinancing and other fees (3)			330						—						325						(134,974)						8,581						(125,738)
Loss on foreign currency remeasurement (4)			68						7,725						—						—						(14)						7,779
Adjusted EBITDA			$	25,088					$	10,935					$	13,866					$	16,276					$	(5,998)					$	60,167

(1)Corporate and Other consists of corporate overhead, certain leveraged activities, other non-operating expenses and intersegment eliminations.  Intersegment revenue eliminations predominantly reflect the $12.3 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction processing of $3.7 million from Payment Services - Latin America to both Payment Services - Puerto Rico & Caribbean and Business Solutions, and transaction processing and monitoring fees of $2.8 million from Payment Services - Puerto Rico & Caribbean to Payment Services - Latin America.

(2)Primarily represents share-based compensation and severance payments.

(3)Primarily represents fees and expenses associated with corporate transactions as defined in the 2018 Credit Agreement, the gain from the Popular transaction and the elimination of unrealized equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A., net of dividends received.

(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

			Nine months ended September 30, 2023
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Corporate and Other (1)						Total
Revenues			$	150,824					$	120,548					$	122,152					$	169,188					$	(62,624)					$	500,088
Operating costs and expenses			85,019						101,586						81,302						118,653						(897)						385,663
Depreciation and amortization			18,178						13,002						3,357						13,436						15,707						63,680
Non-operating income (expenses)			590						(3,643)						308						667						(27,902)						(29,980)
EBITDA			84,573						28,321						44,515						64,638						(73,922)						148,125
Compensation and benefits (2)			2,033						2,510						2,054						2,226						12,693						21,516
Transaction, refinancing and other fees (3)			850						3,704						—						—						38,741						43,295
(Gain) loss on foreign currency remeasurement (4)			(41)						7,372						—						—						6						7,337
Adjusted EBITDA			$	87,415					$	41,907					$	46,569					$	66,864					$	(22,482)					$	220,273

(1)Corporate and Other consists of corporate overhead, certain leveraged activities, other non-operating expenses and intersegment eliminations.  Intersegment revenue eliminations predominantly reflect the $39.9 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction processing of $12.8 million from Payment Services- Latin America to both Payment Services- Puerto Rico & Caribbean and Business Solutions, and transaction processing and monitoring fees of $9.9 million from Payment Services - Puerto Rico & Caribbean to Payment Services - Latin America.

(2)Primarily represents share-based compensation and severance payments.

(3)Primarily represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, the foreign currency swap loss and the elimination of unrealized equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A, net of dividends received.

(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

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			Nine months ended September 30, 2022
(In thousands)			Payment Services - Puerto Rico & Caribbean						Payment Services - Latin America						Merchant Acquiring, net						Business Solutions						Corporate and Other (1)						Total
Revenues			$	130,678					$	93,308					$	111,079					$	176,620					$	(55,063)					$	456,622
Operating costs and expenses			76,920						77,132						68,288						117,747						25						340,112
Depreciation and amortization			15,062						9,628						3,104						12,787						17,851						58,432
Non-operating income (expenses)			928						(3,365)						980						137,542						(3,560)						132,525
EBITDA			69,748						22,439						46,875						209,202						(40,797)						307,467
Compensation and benefits (2)			2,569						2,758						1,284						1,503						7,241						15,355
Transaction, refinancing and other fees (3)			330						—						325						(134,990)						11,615						(122,720)
Loss on foreign currency remeasurement (4)			230						5,596						—						—						1,032						6,858
Adjusted EBITDA			$	72,877					$	30,793					$	48,484					$	75,715					$	(20,909)					$	206,960

(1)Corporate and Other consists of corporate overhead, certain leveraged activities, other non-operating expenses and intersegment eliminations.  Intersegment revenue eliminations predominantly reflect the $36.5 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction processing of $10.7 million from Payment Services- Latin America to both Payment Services- Puerto Rico & Caribbean and Business Solutions, and transaction processing and monitoring fees of $7.9 million from Payment Services - Puerto Rico & Caribbean to Payment Services - Latin America.

(2)Primarily represents share-based compensation and severance payments.

(3)Primarily represents fees and expenses associated with corporate transactions as defined in the 2018 Credit Agreement, the gain from the Popular transaction and the elimination of unrealized equity earnings from our 19.99% equity investment in Consorcio de Tarjetas Dominicanas S.A., net of dividends received.

(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

The reconciliation of consolidated net income to EBITDA is as follows:

			Three months ended September 30,												Nine months ended September 30,
(In thousands)			2023						2022						2023						2022
Net Income			$	9,956					$	137,739					$	68,069					$	210,161
Add:
Income tax (benefit) expense			(4,858)						9,048						4,546						22,911
Interest expense, net			3,783						5,956						11,830						15,963
Depreciation and amortization			21,919						19,712						63,680						58,432
Total EBITDA			$	30,800					$	172,455					$	148,125					$	307,467

Note 18 – Subsequent Events

On October 19, 2023, the Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend will be paid on December 1, 2023 to stockholders of record as of the close of business on October 30, 2023. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.

On July 20, 2023, the Company entered into a Merger Agreement and Other Covenants (the “Merger Agreement”), by and among Evertec Brasil Informática S.A, a wholly-owned subsidiary of Evertec (“Evertec BR”), Sinqia S.A., a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil (“Sinqia”), and certain other Key Shareholders (as defined therein), as shareholders of Sinqia. The Board and the board of directors of Sinqia (the “Sinqia Board”) have unanimously approved the Merger Agreement. Pursuant to and on the terms and subject to the conditions set forth in the Merger Agreement, a business combination of Evertec BR and Sinqia (the "Sinqia Transaction") will be carried out through a merger of all shares issued by Sinqia into Evertec BR pursuant to provisions of the Brazilian Corporations Law and other applicable Brazilian laws and regulations (the “Merger of Shares”), and as a result of such Merger of Shares, Sinqia will become a wholly-owned subsidiary of Evertec BR.

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On September 14, 2023, the Merger Transaction received Sinqia shareholder approval, a closing condition in the Merger Agreement. The Sinqia Transaction is expected to close in the fourth quarter of 2023 and is subject to the satisfaction or waiver of customary closing conditions. Evertec intends to finance the Sinqia Transaction with cash on hand and committed financing of $600 million.

On September 12, 2023, the Company formally registered a Brazilian Depositary Receipts ("BDR") program with the Brazilian securities and exchange commission ("BDR Program"), in order to have securities backed by Evertec shares trading in the B3, the Brazilian stock exchange. The BDR Program has not been funded, no Evertec common stock underlying such BDRs has been issued, and no BDRs are actively trading on the B3. On October 24, 2023, the Company submitted to the NYSE a supplemental application review form requesting to reserve 1,168,555 shares of common stock, with a par value of $0.01 underlying 1,168,555 BDRs which will be issued as consideration pursuant to the Merger Agreement. October 27, 2023, the reserve was approved by the NYSE.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and nine months ended September 30, 2023 and 2022 and (ii) the financial condition as of September 30, 2023. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K as filed with the SEC on February 24, 2023 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.

Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “our Company” and “the Company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis, (b) the term “Holdings” refers to EVERTEC Intermediate Holdings, LLC, but not any of its subsidiaries and (c) the term “EVERTEC Group” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis. EVERTEC Inc.’s subsidiaries include Holdings, EVERTEC Group, EVERTEC Dominicana, SAS, Evertec Chile Holdings SpA (formerly known as Tecnopago SpA), Evertec Chile SpA (formerly known as EFT Group SpA), Evertec Chile Global SpA (formerly known as EFT Global Services SpA), Evertec Chile Servicios Profesionales SpA (formerly known as EFT Servicios Profesionales SpA), EFT Group S.A., Tecnopago España SL, Paytrue S.A., Caleidon, S.A., Evertec Brasil Informática Ltda. (formerly known as Paytrue Solutions Informática Ltda.), EVERTEC Panamá, S.A., EVERTEC Costa Rica, S.A. (“EVERTEC CR”), EVERTEC Guatemala, S.A., Evertec Colombia, SAS (formerly known as Processa, SAS), EVERTEC USA, LLC, Evertec Placetopay, SAS (formerly known as EGM Ingeniería sin Fronteras, S.A.S. ("PlacetoPay")), BBR, SpA, BBR Perú, S.A.C., Paysmart Pagamentos Eletronicos Ltda and EVERTEC México Servicios de Procesamiento, S.A. de C.V. Neither EVERTEC nor Holdings conducts any operations other than with respect to its indirect or direct ownership of EVERTEC Group.

Executive Summary

EVERTEC is a leading full-service transaction-processing business in Latin America, Puerto Rico, and the Caribbean, providing a broad range of merchant acquiring, payment services and business process management services. According to the September 2022 Nilson Report, we are one of the largest merchant acquirers in Latin America based on total number of transactions and we believe we are the largest merchant acquirer in the Caribbean. We serve 26 countries out of 12 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading personal identification number (“PIN”) debit networks in Latin America. We process over six billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and a comprehensive suite of services for core banking, cash processing, and fulfillment in Puerto Rico. Additionally, we offer technology outsourcing and payment transactions fraud monitoring to all the regions we serve. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin American region.

We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction-processing services from a single source across numerous channels and geographic markets. We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, win new customers, develop new sales channels, and enter new markets. We believe these competitive advantages include:

 

•Our ability to provide competitive products;

•Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors;

•Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and

•Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or payment services).

Our broad suite of services spans the entire transaction processing value chain and includes a range of front-end customer-facing solutions such as the electronic capture and authorization of transactions at the point-of-sale for both card present transactions and card not present transactions, as well as back-end support services such as the clearing and settlement of

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transactions and account reconciliation for card issuers. These include: (i) merchant acquiring services, which enable point of sales (“POS”) and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefit transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, automated teller machines (“ATM”) and EBT card programs; and (iii) business process management solutions, which provide “mission-critical” technology solutions such as core bank processing, as well as IT outsourcing and cash management services to financial institutions, corporations and governments. We provide these services through scalable, end-to-end technology platforms that we manage and operate in-house and that generate significant operating efficiencies that enable us to maximize profitability.

We sell and distribute our services primarily through a proprietary direct sales force with established customer relationships. We continue to pursue joint ventures and merchant acquiring alliances. We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the services we provide. In addition, we generally enter into multi-year contracts with our customers. We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures.

Relationship with Popular

On September 30, 2010, EVERTEC Group entered into a 15-year MSA, and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement (as amended, the "A&R ISO Agreement"), a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (the "A&R ISO Agreement"). The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company's largest customer and for the nine months ended September 30, 2023 approximately 36% of our revenues were generated from this relationship.

2023 Developments

On July 20, 2023, the Company entered into a Merger Agreement and Other Covenants (the “Merger Agreement”), by and among Evertec Brasil Informática S.A, a wholly-owned subsidiary of Evertec (“Evertec BR”), Sinqia S.A., a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil (“Sinqia”), and certain other Key Shareholders (as defined therein), as shareholders of Sinqia. The Board and the board of directors of Sinqia (the “Sinqia Board”) have unanimously approved the Merger Agreement.

Pursuant to and on the terms and subject to the conditions set forth in the Merger Agreement,a business combination of Evertec BR and Sinqia will be carried out through a merger of all shares issued by Sinqia into Evertec BR pursuant to provisions of the Brazilian Corporations Law (the “Merger of Shares”), and as a result of such Merger of Shares, Sinqia will become a wholly-owned subsidiary of Evertec BR.

At the effective time of the Merger of Shares, each common share of Sinqia (the “Sinqia Common Shares”), issued and outstanding immediately prior to the Merger of Shares will be exchanged for (a) one class A mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class A Shares”), and (b) one class B mandatorily redeemable preferred share issued by Evertec BR (“Evertec BR New Class B Shares” and, jointly with Evertec BR New Class A Shares, the “Evertec BR New Shares”). Immediately upon implementation of the Merger of Shares, all Evertec BR New Shares delivered to the then shareholders of Sinqia will be automatically redeemed and canceled (the “Redemption”, and together with the Merger of Shares, the “Transaction”), and each then shareholder of Sinqia will be entitled to receive, for each Evertec BR New Class A Share held, (i) twenty-four Reais and forty-seven cents (R$ 24.47), increased by a customary daily “ticking fee” of up to one Reais (R$1.00) per share depending on the timing of the closing and subject to other customary adjustments as set forth in the Merger Agreement, and (ii) Brazilian Depositary Receipts representing 0.014354 underlying share of common stock, par value $0.01 per share, of Evertec. The Transaction is expected to close in the fourth quarter of 2023 and is subject to the satisfaction or waiver of customary closing conditions.

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Evertec also obtained financing commitments for the purpose of financing the Transaction and paying related fees and expenses with debt financing in an aggregate principal amount of $600 million (as such amount may be increased). The obligations of the lenders to provide debt financing under the related debt commitment letter are subject to customary terms and conditions.

On September 14, 2023, the Transaction received Sinqia shareholder approval, satisfying one of the closing conditions in the Merger Agreement.

On September 12, 2023, the Company formally registered a Brazilian Depositary Receipts ("BDR") program with the Brazilian securities and exchange commission ("BDR Program"), in order to have securities backed by Evertec shares trading in the B3, the Brazilian stock exchange. The BDR Program has not been funded, no Evertec common stock underlying such BDRs has been issued, and no BDRs are actively trading on the B3. On October 24, 2023, the Company submitted to the NYSE a supplemental application review form requesting to reserve 1,168,555 shares of common stock, with a par value of $0.01 underlying 1,168,555 BDRs which will be issued as consideration pursuant to the Merger Agreement. October 27, 2023, the reserve was approved by the NYSE.

This complementary acquisition is expected to enhance the Company's growth strategy, diversify the Company’s business, expand the Company’s addressable markets, increase the Company’s product offering, and drive revenue synergies over time.

Factors and Trends Affecting the Results of Our Operations

The ongoing migration from cash and paper methods of payment to electronic payments continues to benefit the transaction- processing industry globally. We believe that the penetration of electronic payments in the markets in which we operate is significantly lower relative to the U.S. market, which, together with the ongoing shift from cash and paper methods of payment to electronic payments will continue to generate growth opportunities for our business. For example, currently the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Puerto Rico and other Latin America regions. We also benefit from the outsourcing of technology systems and processes trend for financial institutions and government. Many medium- and small-size institutions in the Latin American markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.

In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The markets in which we operate, particularly Latin America and the Caribbean, continue to grow and consumer preference is driving an increase for electronic payments usage. Latin America is one of the fastest-growing mobile markets globally, with a growing base of tech-savvy customers that demonstrate a preference for credit cards, digital wallets, contactless payments, and other value-added offerings. The region's FinTech sector is driving change via new contactless payment technology, which is becoming a popular alternative to cash payments. We continue to believe that the attractive characteristics of our markets and our position across multiple services and sectors will continue to drive growth and profitability in our businesses.

Our payment businesses also generally experience moderate increased activity during the traditional holiday shopping periods and around other nationally recognized holidays, which follow consumer spending patterns.

Finally, our financial condition and results of operations are, in part, dependent on the economic and general conditions of the geographies in which we operate. Rising interest rates, inflationary pressures, foreign currency fluctuations and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.

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Results of Operations

Comparison of the three months ended September 30, 2023 and 2022

			Three months ended September 30,
In thousands			2023						2022												Variance
Revenues			$	173,198					$	145,803											$	27,395					19		%
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization			81,280						76,272												5,008						7		%
Selling, general and administrative expenses			30,437						26,001												4,436						17		%
Depreciation and amortization			21,919						19,712												2,207						11		%
Total operating costs and expenses			133,636						121,985												11,651						10		%
Income from operations			$	39,562					$	23,818											$	15,744					66		%

Revenues

Total revenue for the quarter ended September 30, 2023 was $173.2 million, an increase of 19% compared with $145.8 million in the same period in the prior year, reflecting growth across all of the Company's segments. Merchant acquiring revenue growth was a result of an increase in sales volume and spread, and the continued benefit from pricing initiatives. Payment processing revenues in Puerto Rico continue to reflect an increase in transaction volumes as well as continued growth in ATH Movil revenues, primarily ATH Business. Payment processing LATAM revenue benefited from a $6.3 million catch-up adjustment related to the Company's processing contract with Getnet Chile as the Company now estimates that minimums on the contract will be surpassed. LATAM revenues also benefited from continued organic growth across regions and the contribution from the paySmart acquisition completed in the first quarter of 2023. Business solutions revenue increased mainly due to the impact in the prior year of the $6.9 million one-time credit granted to Popular upon closing of the Popular Transaction in the third quarter of 2022 as well as an increase in hardware and software sales.

Cost of Revenues

Cost of revenues for the three months ended September 30, 2023 amounted to $81.3 million, an increase of $5.0 million or 7% when compared to the same period in the prior year. The increase during the three month period was primarily driven by an increase in personnel costs, mainly due to increased headcount in Latin America including the added headcount from the paySmart acquisition, professional fees and cloud services. These increases were partially offset by recoveries of previously recorded operational losses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2023 amounted to $30.4 million, an increase of $4.4 million or 17% when compared to the same period in the prior year. This increase was mainly driven by an increase in personnel costs as well as an increase in professional fees related to corporate development initiatives.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2023 amounted to $21.9 million, an increase of $2.2 million or 11% when compared to the same period in the prior year. This increase was primarily driven by an increase in amortization of intangible assets created in connection with the paySmart acquisition, as well as an increase in software amortization for internally developed software.

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Non-Operating Expenses

			Three months ended September 30,
In thousands			2023						2022												Variance
Interest income			$	1,926					$	807											$	1,119					139		%
Interest expense			(5,709)						(6,763)												1,054						16		%
Loss on foreign currency remeasurement			(2,806)						(7,779)												4,973						64		%
Loss on foreign currency swap			(29,225)						—												(29,225)						—		%
Earnings of equity method investment			1,197						688												509						74		%
Gain on sale of business			—						135,642												(135,642)						(100)		%
Other income			153						374												(221)						(59)		%
Total non-operating (expenses) income			$	(34,464)					$	122,969											$	(157,433)					128		%

Non-operating expenses for the three months ended September 30, 2023 amounted to $34.5 million of expense compared to income of $123.0 million the comparable period in the prior year. The negative variance was mainly related to the gain on sale of a business of $135.6 million included in the prior year quarter as a result of closing the Popular Transaction and the unrealized loss on foreign currency swap of $29.2 million in the current year quarter. Partially offsetting these decreases was a foreign currency remeasurement loss of $2.8 million in the current quarter compared to a loss of $7.8 million in the prior year quarter and an increase in interest income of $1.1 million and a decrease in interest expense of $1.1 million.

Income Tax Expense

			Three months ended September 30,
In thousands			2023						2022												Variance
Income tax (benefit) expense			$	(4,858)					$	9,048											$	(13,906)					(154)		%

Income tax benefit for the three months ended September 30, 2023 amounted to $4.9 million, a decrease of $13.9 million when compared to the income tax expense in same period in the prior year. The effective tax rate for the period was (95.3)%, compared with 6.2% in the comparable 2022 period. The change in the effective tax rate primarily reflects the impact from the unrealized loss on foreign currency swap of $29.2 million in the current year quarter, which created a deferred tax benefit of $10.9 million, treated as a discrete item, partially offset by the impact of higher revenues in higher taxed jurisdictions, a shift in the mix of business in Puerto Rico and higher withholding taxes. Effective tax rate was also impacted during prior year by the Popular Transaction which was taxed at a preferential tax rate and the reversal of a potential liability for uncertain tax positions as a result of the expiration of the statue of limitation.

Comparison of the nine months ended September 30, 2023 and 2022

			Nine months ended September 30,
In thousands			2023						2022												Variance
Revenues			$	500,088					$	456,622											$	43,466					10		%
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization			238,149						215,244												22,905						11		%
Selling, general and administrative expenses			83,834						66,436												17,398						26		%
Depreciation and amortization			63,680						58,432												5,248						9		%
Total operating costs and expenses			385,663						340,112												45,551						13		%
Income from operations			$	114,425					$	116,510											$	(2,085)					(2)		%

Revenues

Total revenues for the nine months ended September 30, 2023 was $500.1 million, an increase of 10% compared with $456.6 million in the same period in the prior year. The revenue increase was primarily driven by growth in the Company's payment

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segments, both Puerto Rico and Latin America. Merchant acquiring revenue reflected a higher sales volumes and spread which is mainly due to the continued benefit from pricing initiatives, shift in the card mix, and an increase in sales volumes. Payment processing growth in Puerto Rico was driven by the same factors explained above for the quarter. Payment Services Latin America revenue growth was driven by the same factors explained above for the quarter and revenue contribution from the BBR acquisition completed in the third quarter of 2022. These increases were partially offset by the impact to Business Solutions from the one-time CPI credit that impacted last year results and the assets sold as part of the Popular Transaction in the third quarter of 2022.

Cost of Revenues

Cost of revenues for nine months ended September 30, 2023 amounted to $238.1 million, an increase of $22.9 million or 11% when compared to the same period in the prior year. The increase during the nine month period was primarily driven by the same factors explained above for the quarter along with the revenue sharing agreement with Banco Popular, an increase in personnel costs, mainly due to increased headcount in Latin America including the added headcount from the BBR acquisition and an increase in printing supplies expense.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for nine months ended September 30, 2023 amounted to $83.8 million, an increase of $17.4 million or 26% when compared to the same period in the prior year due to the same reasons explained for the quarter.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended September 30, 2023 amounted to $63.7 million, an increase of $5.2 million or 9% when compared to the same period in the prior year. This increase was primarily driven by the same factors explained above for the quarter as well as amortization expense for intangibles created as part of the BBR acquisition.

Non-Operating Expenses

			Nine months ended September 30,
In thousands			2023						2022												Variance
Interest income			$	5,162					$	2,279											$	2,883					127		%
Interest expense			(16,992)						(18,242)												1,250						7		%
Loss on foreign currency remeasurement			(7,337)						(6,858)												(479)						7		%
Loss on foreign currency swap			(29,225)						—												(29,225)						—		%
Earnings of equity method investment			3,828						2,120												1,708						81		%
Gain on sale of business			—						135,642												(135,642)						(100)		%
Other income			2,754						1,621												1,133						70		%
Total non-operating (expenses) income			$	(41,810)					$	116,562											$	(158,372)					136		%

Non-operating (expenses) income for the nine months ended September 30, 2023 amounted to expenses of $41.8 million compared with income of $116.6 million in the same period in the prior year. The negative variance was mainly related to the gain on sale of a business of $135.6 million recorded in the prior year period upon closing of the Popular Transaction and the unrealized loss on foreign currency swap of $29.2 million in the current year, partially offset by an increase of $2.9 million in interest income, $1.3 million decrease in interest expense, $1.7 million increase in earnings from the Company's equity method investment in Contado and $1.1 million increase in other income primarily related to realized gains from foreign currency transactions.

Income Tax Expense

			Nine months ended September 30,
In thousands			2023						2022												Variance
Income tax expense			$	4,546					$	22,911											$	(18,365)					(80)		%

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Income tax expense for the nine months ended September 30, 2023 amounted to $4.5 million, a decrease of $18.4 million when compared to the same period in the prior year. The effective tax rate for the period was 6.3%, compared with 9.8% in the comparable 2022 period. The decrease in the effective tax rate is driven by the same factors explained above for the quarter, coupled with a benefit of a discrete item in Puerto Rico recorded during the quarter ended March 31, 2023.

Segment Results of Operations

The Company operates in four business segments: Payment Services - Puerto Rico & Caribbean, Payment Services - Latin America (collectively "Payment Services segments"), Merchant Acquiring, and Business Solutions.

The Payment Services - Puerto Rico & Caribbean segment revenues are comprised of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and point of sale ("POS") transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

The Payment Services - Latin America segment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services.

The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.

The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.

In addition to the four operating segments described above, management identified certain functional cost areas that operate independently and do not constitute businesses in themselves. These areas could neither be concluded as operating segments nor could they be combined with any other operating segments. Therefore, these areas are aggregated and presented within the “Corporate and Other” category in the financial statements alongside the operating segments. The Corporate and Other category consists of corporate overhead expenses, intersegment eliminations, certain leveraged activities and other non-operating and miscellaneous expenses that are not included in the operating segments. The overhead and leveraged costs relate to activities such as:

•marketing,

•corporate finance and accounting,

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•human resources,

•legal,

•risk management functions,

•internal audit,

•corporate debt related costs,

•non-operating depreciation and amortization expenses generated as a result of merger and acquisition activity,

•intersegment revenues and expenses, and

•other non-recurring fees and expenses that are not considered when management evaluates financial performance at a segment level

The Chief Operating Decision Maker ("CODM") reviews the operating segments separate financial information to assess performance and to allocate resources. Management evaluates the operating results of each of its operating segments based upon revenues and Adjusted EBITDA. Effective for the quarter ended March 31, 2023, the Company modified the manner in which it calculates and reports Adjusted EBITDA presented to the CODM for assessing segment performance to exclude the impact of non-cash unrealized gains and losses from foreign currency remeasurement. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Adjusted EBITDA, as it relates to operating segments, is presented in conformity with ASC Topic 280, Segment Reporting, given that it is reported to the CODM for purposes of allocating resources. The Company has recast prior periods to conform with the modified definition of Adjusted EBITDA. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by revenues and Adjusted EBITDA. As such, segment assets are not disclosed in the notes to the unaudited condensed consolidated financial statements.

The following tables set forth information about the Company’s operations by its four business segments for the periods indicated below.

Comparison of the three months ended September 30, 2023 and 2022

Payment Services - Puerto Rico & Caribbean

			Three months ended September 30,
In thousands			2023						2022
Revenues			$51,600						$44,592
Adjusted EBITDA			30,356						25,088
Adjusted EBITDA Margin			58.8		%				56.3		%

Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended September 30, 2023 increased by $7.0 million to $51.6 million when compared to the same period in the prior year. The increase in revenues was primarily driven by an increase in POS transactions and continued strong digital payments growth from ATH Movil, primarily the ATH Business, as well as increases in transaction processing and monitoring services provided to the Latin America segment. Adjusted EBITDA increased by $5.3 million to $30.4 million driven by the increase in revenues and the net effect of operational losses recovered during the quarter partially offset by higher professional services.

Payment Services - Latin America

			Three months ended September 30,
In thousands			2023						2022
Revenues			$46,155						$33,741
Adjusted EBITDA			17,492						10,935
Adjusted EBITDA Margin			37.9		%				32.4		%

Payment Services - Latin America segment revenues for the three months ended September 30, 2023 increased by $12.4 million to $46.2 million when compared to the same period in the prior year. Revenues benefited from a catch-up adjustment related to the processing contract with GetNet Chile of approximately $6.3 million, as the Company now estimates minimums on the contract will be exceeded. The increase was also driven by organic growth as well as revenue generated from the paySmart acquisition completed in the first quarter of 2023. Adjusted EBITDA increased by $6.6 million when compared to the same

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period in the prior year driven by the increase in revenues partially offset by higher personnel costs, driven by the added employees from the acquisition, as well as an increase in transaction processing and monitoring expenses charged from Payments Puerto Rico segment.

Merchant Acquiring

			Three months ended September 30,
In thousands			2023						2022
Revenues			$40,557						$36,911
Adjusted EBITDA			15,300						13,866
Adjusted EBITDA Margin			37.7		%				37.6		%

Merchant Acquiring segment revenues for the three months ended September 30, 2023 increased by $3.6 million to $40.6 million when compared to the same period in the prior year. The revenue increase was primarily driven by a combination of increased sales volume, an increase in overall spread and the continued benefit of certain pricing initiatives. The prior year quarter was impacted by Hurricane Fiona, which disrupted spending patterns in the last two weeks of the quarter. Adjusted EBITDA increased by $1.4 million as compared to the prior year period. This increase was mainly driven by higher revenues, partially offset by higher operating expenses, mainly higher processing costs driven by higher number of transactions processed by the Payment Services Puerto Rico segment.

Business Solutions

			Three months ended September 30,
In thousands			2023						2022
Revenues			$56,522						$49,306
Adjusted EBITDA			21,122						16,276
Adjusted EBITDA Margin			37.4		%				33.0		%

Business Solutions segment revenues for the three months ended September 30, 2023 increased by $7.2 million to $56.5 million as compared to the prior year period. This increase was primarily driven by the impact in the prior year of the $6.9 million one-time credit granted to Popular upon closing of the Popular Transaction in the third quarter of 2022, as well as an increase in hardware and software sales. Adjusted EBITDA increased by $4.8 million to $21.1 million as compared to the prior year period. This increase was primarily driven by the higher revenues partially offset by higher operating expenses, including higher equipment and infrastructure expenses.

Comparison of the nine months ended September 30, 2023 and 2022

Payment Services - Puerto Rico & Caribbean

			Nine months ended September 30,
In thousands			2023						2022
Revenues			$150,824						$130,678
Adjusted EBITDA			87,415						72,877
Adjusted EBITDA Margin			58.0		%				55.8		%

Payment Services - Puerto Rico & Caribbean segment revenues for the nine months ended September 30, 2023 increased by $20.1 million to $150.8 million when compared to the same period in the prior year. The increase in revenues was primarily driven by the same drivers as in the quarter, as well as revenue contribution from issuing services provided to health care companies and revenue from the small acquisition completed in the second quarter of 2022. Adjusted EBITDA increased by $14.5 million to $87.4 million. The increase was primarily driven by the increase in revenues and the positive net effect of previously recorded operational losses, partially offset by higher operating expenses, including higher professional fees.

Payment Services - Latin America

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			Nine months ended September 30,
In thousands			2023						2022
Revenues			$120,548						$93,308
Adjusted EBITDA			41,907						30,793
Adjusted EBITDA Margin			34.8		%				33.0		%

Payment Services - Latin America segment revenues for the nine months ended September 30, 2023 increased by $27.2 million to $120.5 million when compared to the same period in the prior year. This increase was primarily due to the same factors explained above for the quarter, as well as revenue generated from the BBR acquisition completed in the third quarter of 2022. Adjusted EBITDA increased by $11.1 million when compared to the same period in the prior year driven by the increase in revenues partially offset by higher personnel costs, the negative impact from foreign currency remeasurement, an increase in professional services fees and an increase in transaction processing and monitoring expenses charged from Payments Puerto Rico segment.

Merchant Acquiring

			Nine months ended September 30,
In thousands			2023						2022
Revenues			$122,152						$111,079
Adjusted EBITDA			46,569						48,484
Adjusted EBITDA Margin			38.1		%				43.6		%

Merchant Acquiring segment revenues for the nine months ended September 30, 2023 increased by $11.1 million to $122.2 million when compared to the same period in the prior year. The revenue increase was primarily driven by an increase in sales volume mainly due to new higher volume merchants and incremental sales volume in existing merchants, higher non-transactional fees, higher spread and the continued benefit from pricing initiatives as well as a shift in the mix of credit cards spend towards premium cards. Adjusted EBITDA decreased by $1.9 million as compared to the prior year period, mainly driven by higher operating expenses, including the revenue sharing agreement with Popular which began during the third quarter of 2022, higher processing costs from the Payment Services Puerto Rico segment and the effect of a declining average ticket.

Business Solutions

			Nine months ended September 30,
In thousands			2023						2022
Revenues			$169,188						$176,620
Adjusted EBITDA			66,864						75,715
Adjusted EBITDA Margin			39.5		%				42.9		%

Business Solutions segment revenues for the nine months ended September 30, 2023 decreased by $7.4 million to $169.2 million as compared to the prior year period. This decrease was primarily due to the impact from the assets sold as part of the Popular Transaction completed in the third quarter of 2022, which were of higher margins, partially offset by the one-time credit granted to Popular upon closing of the Popular Transaction. Adjusted EBITDA decreased by $8.9 million to $66.9 million as compared to the prior year period. This decrease was driven by the impact of the assets sold to Popular as part of the Popular transaction, which were of higher margins.

Liquidity and Capital Resources

As of September 30, 2023, there are no material changes to our primary short-term and long-term requirements for liquidity and capital as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. We also have a $200.0 million Revolving Facility, of which $188.0 million was available for borrowing as of September 30, 2023. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn. The Company has also obtained financing commitments for the purpose of financing the Sinqia acquisition and paying related fees and expenses with debt financing in an aggregate principal amount of $600 million (as such amount may be increased). The

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obligations of the lenders to provide debt financing under the related debt commitment letter are subject to customary terms and conditions.

As of September 30, 2023, we had cash and cash equivalents of $177.8 million, of which $133.7 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to indefinitely reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.

Based on our current level of operations, we believe our cash flows from operations and the available secured Revolving Facility will be adequate to meet our liquidity needs for the next twelve months. However, our ability to fund future operating expenses, dividend payments, capital expenditures, mergers and acquisitions, and our ability to make scheduled payments of interest, to pay principal on or refinance our indebtedness and to satisfy any other of our present or future debt obligations will depend on our future operating performance, which may be affected by general economic, financial and other factors beyond our control.

						Nine months ended September 30,
(In thousands)						2023						2022
Cash provided by operating activities						$	163,458					$	159,009
Cash used in investing activities						(105,433)						(106,002)
Cash used in financing activities						(68,852)						(99,508)
Effect of foreign exchange rate on cash, cash equivalents and restricted cash						10,716						4,260
Increase in cash, cash equivalents and restricted cash						$	(111)					$	(42,241)

Net cash provided by operating activities for the nine months ended September 30, 2023 was $163.5 million compared to $159.0 million for the same period in the prior year, an increase of $4.4 million as the Company continues to effectively manage working capital.

Net cash used in investing activities for the nine months ended September 30, 2023 was $105.4 million compared to $106.0 million for the same period in the prior year. Net cash used in investing activities for the nine months ended September 30, 2023 was primarily composed of the purchase of equity securities in connection with the Sinqia transaction amounting to $26.5 million, the paySmart acquisition, which closed in the first quarter of 2023 for $22.9 million, capital contributions for investments in equity investee of $5.5 million and an increase in software additions of $5.9 million.

Net cash used in financing activities for the nine months ended September 30, 2023 was $68.9 million compared to $99.5 million for the same period in the prior year. The net cash used in financing activities for the nine months ended September 30, 2023 was primarily composed of purchases of common stock amounting to $23.6 million partially offset by cash used to pay down the Revolving Facility for $14.0 million.

Capital Resources

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the nine months ended September 30, 2023 and 2022, we invested approximately $50.6 million and $44.6 million in our capital resources, respectively. In addition, during the nine month period ended September 30, 2023, the Company acquired a business for $22.9 million, net of cash acquired, equity securities amounting to $26.5 million and investment in equity investee of $5.5 million. During the nine month period ended September 30, 2022, the Company acquired a business for $44.4 million, net of cash, as well as $7.3 million in certificates of deposit in connection with this business acquisition in 2022. The Company also acquired customer relationships amounting to $10.6 million. Generally, we fund capital expenditures with cash flow generated from operations and, if necessary, borrowings under our Revolving Facility and a committed financing of $600 million in connection with the Sinqia transaction. Refer to Note 18 of the unaudited condensed consolidated financial statements for disclosure of the transaction.

Dividend Payments

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On February 16, 2023, April 20, 2023, and July 20, 2023, respectively the Board declared quarterly cash dividends of $0.05 per share of common stock, which were paid on March 17, 2023, June 2, 2023 and September 1, 2023, respectively, to stockholders of record as of the close of business on February 28, 2023, May 1, 2023 and July 31,2023, respectively.

On October 19, 2023, our Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend will be paid on December 1, 2023 to stockholders of record as of the close of business on October 30, 2023. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.

Financial Obligations

Secured Credit Facilities

On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for (i) a $415.0 million term loan A facility (the “Term Loan Facility”) and (ii) a $200.0 million revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “2022 Credit Facilities”). The 2022 Credit Facilities mature on December 1, 2027.

At September 30, 2023, the unpaid principal balance of the Term Loan Facility was $399.4 million. At September 30, 2023, there was $6.0 million outstanding on the Revolving Facility and the additional borrowing capacity was $188.0 million. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.

Notes Payable

In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance. As of September 30, 2023, the outstanding principal balance of the note payable was $7.9 million. The current portion of these notes is included in accounts payable and the long-term portion is included in other long-term liabilities in the Company's unaudited condensed consolidated balance sheet.

Interest Rate Swaps

As of September 30, 2023, the Company has two interest rate swap agreements, entered into in December 2018 and May 2023, which convert a portion of the interest rate payments on the Company's Term Loan from variable to fixed: 

Swap Agreement

Effective date

Maturity Date

Notional Amount

Variable Rate

Fixed Rate

2018 Swap

April 2020

November 2024

$250 million

1-month SOFR

2.929%

2023 Swap

November 2024

December 2027

$250 million

1-month SOFR

3.375%

As of September 30, 2023 and December 31, 2022, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheets was $11.5 million and $7.4 million, respectively. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 7 of the unaudited condensed consolidated financial statements for disclosure of gains recorded on cash flow hedging activities.

During the three and nine months ended September 30, 2023 and 2022, the Company reclassified gains of $1.6 million and $4.0 million, respectively, from accumulated other comprehensive loss into interest expense compared to losses of $0.4 million and $3.5 million, respectively, for the corresponding periods in 2022. Based on current SOFR rates, the Company expects to reclassify gains of $6.2 million from accumulated other comprehensive loss into interest expense over the next 12 months.

The cash flow hedges are considered highly effective.

Covenant Compliance

As of September 30, 2023, our secured leverage ratio was 0.90 to 1.00, as determined in accordance with the Credit Agreement. As of the date of filing of this Form 10-Q, no event has occurred that constitutes an Event of Default or Default under our Credit Agreement.

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Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share (Non-GAAP Measures)

We define “EBITDA” as earnings before interest, taxes, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Adjusted EBITDA by segment is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to our segments, is presented in conformity with ASC Topic 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. We define “Adjusted Net Income” as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs, premium and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax position releases, tax true-ups, windfall from share-based compensation, non-cash unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interest which is the 35% non-controlling equity interest in Evertec Colombia, net of amortization for intangibles created as part of the purchase. We define “Adjusted Earnings per common share” as Adjusted Net Income divided by diluted shares outstanding.

We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of ourselves and other companies in our industry. In addition, our presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the senior secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. We use Adjusted Net Income to measure our overall profitability because we believe better reflects our comparable operating performance by excluding the impact of the non-cash amortization and depreciation that was created as a result of merger and acquisition activity. In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future we may incur expenses such as those excluded in calculating them. Further, our presentation of these measures should not be construed as an inference that our future operating results will not be affected by unusual or nonrecurring items. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.

Some of the limitations of EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted earnings per common share are as follows:

•they do not reflect cash outlays for capital expenditures or future contractual commitments;

•they do not reflect changes in, or cash requirements for, working capital;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements;

•in the case of EBITDA and Adjusted EBITDA, they do not reflect interest expense, or the cash requirements necessary to service interest, or principal payments, on indebtedness;

•in the case of EBITDA and Adjusted EBITDA, they do not reflect income tax expense or the cash necessary to pay income taxes; and

•other companies, including other companies in our industry, may not use EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings per common share or may calculate EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share differently than as presented in this Report, limiting their usefulness as a comparative measure.

EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share are not measurements of liquidity or financial performance under GAAP. You should not consider EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share as alternatives to cash flows from operating activities or any other performance measures determined in accordance with GAAP, as an indicator of cash flows, as a measure of liquidity or as an alternative to operating or net income determined in accordance with GAAP.

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A reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share is provided below:

						Three months ended September 30,												Nine months ended September 30,												Twelve months ended
(In thousands, except per share information)						2023						2022						2023						2022						September 30, 2023
Net income						$	9,956					$	137,739					$	68,069					$	210,161					$	96,777
Income tax (benefit) expense						(4,858)						9,048						4,546						22,911						10,618
Interest expense, net						3,783						5,956						11,830						15,963						17,518
Depreciation and amortization						21,919						19,712						63,680						58,432						83,866
EBITDA						30,800						172,455						148,125						307,467						208,779
Equity income (1)						1,834						1,159						(797)						(273)						(1,645)
Compensation and benefits (2)						6,970						5,671						21,516						15,355						26,496
Transaction, refinancing and other fees (3)						36,249						(126,897)						44,092						(122,447)						47,665
Loss on foreign currency remeasurement (4)						2,806						7,779						7,337						6,858						8,124
Adjusted EBITDA						78,659						60,167						220,273						206,960						289,419
Operating depreciation and amortization (5)						(13,061)						(10,748)						(38,265)						(33,156)						(49,527)
Cash interest expense, net (6)						(3,755)						(5,645)						(11,575)						(15,132)						(17,451)
Income tax expense (7)						(9,447)						(8,184)						(25,855)						(27,067)						(34,416)
Non-controlling interest (8)						50						47						96						58						72
Adjusted net income						$	52,446					$	35,637					$	144,674					$	131,663					$	188,097
Net income per common share (GAAP):
Diluted						$	0.15					$	2.06					$	1.04					$	2.98
Adjusted Earnings per common share (Non-GAAP):
Diluted						$	0.80					$	0.53					$	2.20					$	1.87
Shares used in computing adjusted earnings per common share:
Diluted						65,779,259						67,045,809						65,705,596						70,588,915

1)Represents the elimination of non-cash equity earnings from our 19.99% equity investment in Dominican Republic, Consorcio de Tarjetas Dominicanas S.A. ("CONTADO"), net of cash dividends received. 

2)Primarily represents share-based compensation and severance payments.

3)Represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, the gain from the Popular Transaction and the foreign currency swap loss.

4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

5)Represents operating depreciation and amortization expense, which excludes amounts generated as a result of merger and acquisition activity.

6)Represents interest expense, less interest income, as they appear on the condensed consolidated statements of income and comprehensive income, adjusted to exclude non-cash amortization of the debt issue costs, premium and accretion of discount.

7)Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for certain discrete items.

8)Represents the 35% non-controlling equity interest in Evertec Colombia, net of amortization for intangibles created as part of the purchase.

Effect of Inflation

While it is difficult to accurately measure the impact of inflation on our results of operations and financial condition, we believe the effects of inflation on our historical results of operations and financial condition have been immaterial. General inflation in the geographies in which we operate has risen to levels that have not been experienced in recent years, however, inflation has historically had a minimal net effect on our operating results given that overall inflation has been offset by sales and cost reduction actions.

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Rising prices for input costs, including wages and benefits, occupancy and general administrative costs, could potentially have a negative impact on our results of operations and financial condition which may not be readily recoverable from our customers.

In addition, inflation has driven a rising interest rate environment, which has had an adverse effect on our cost of funding, as well as led to enhanced volatility on foreign currency exchange rates. While we proactively try to mitigate these rising costs, we may not be able to fully offset these impacts and these could result in negative effect on our results of operation. Thus, we cannot assure you that our results of operations and financial condition will not be materially impacted by inflation in the future.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events and apply judgments that affect the reported amounts of certain assets and liabilities, and in some instances, the reported amounts of revenues and expenses during the period. We base our assumptions, estimates, and judgments on historical experience, current events, and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. However, because future events are inherently uncertain and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of the Company’s critical accounting estimates, refer to “Part II-Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 24, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks arising from our normal business activities. These market risks principally involve the possibility of changes in interest rates that will adversely affect the value of our financial assets and liabilities or future cash flows and earnings, foreign exchange risk that may result in unfavorable foreign currency translation adjustments and inflation. Market risk is the potential loss arising from adverse changes in market rates and prices. The following analysis provides quantitative information regarding these risks.

Interest Rate Risks

Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.

We issued floating-rate debt which is subject to fluctuations in interest rates. Our secured credit facilities accrue interest at variable rates and are subject to a floor or a minimum rate. A hypothetical 100 basis point increase in interest rates over our floor on our debt balances outstanding as of September 30, 2023, under the secured credit facilities, would increase our annual interest expense by approximately $1.6 million. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.

As of September 30, 2023, the Company has two interest rate swap agreement, entered into December 2018 and December 2022, respectively, which convert a portion of our outstanding variable rate debt to fixed.

The interest rate swap exposes us to credit risk in the event that the counterparty to the swap agreement does not or cannot meet its obligations. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The loss would be limited to the amount that would have been received, if any, over the remaining life of the swap. The counterparty to the swap is a major US based financial institution and we expect the counterparty to be able to perform its obligations under the swap. We use derivative financial instruments for hedging purposes only and not for trading or speculative purposes.

See Note 7 of the Unaudited Condensed Consolidated Financial Statements for additional information related to the secured credit facilities.

Foreign Exchange Risk

We conduct business in certain countries in Latin America for which we have determined that the functional currency is other than the US dollar. Given this, our operating results are exposed to volatility due to fluctuations in exchange rates for the

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countries' functional currencies. Non-functional currency transactions are remeasured into the functional currency which results in a foreign exchange gain or loss recorded through Other income (expenses). For the three and nine months ended September 30, 2023, the Company recognized non-cash unrealized foreign currency remeasurement losses of $2.8 million and $7.3 million, respectively, compared to losses of $7.8 million and $6.9 million, respectively for the same periods in 2022. For subsidiaries whose functional currency is other than the U.S. dollar, their assets and liabilities are translated into U.S. dollars at exchange rates at the balance sheet date, and revenues and expenses are translated using average exchange rates in effect during the period. The resulting foreign currency translation adjustments are reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. As of September 30, 2023, the Company had $14.1 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive income (loss) compared with an unfavorable foreign currency translation adjustment of $23.5 million as of December 31, 2022.

During the quarter ended September 30, 2023, the Company entered into a foreign currency swap to fix the acquisition price for Sinqia, S.A. in US dollars. At September 30, 2023, the foreign currency swap was in a loss position of $29.2 million.

See Note 8 of the unaudited condensed consolidated financial statements for additional information related to the foreign currency swap.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated, as of the end of the period covered by this Report on Form 10-Q, disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2023, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a -15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are defendants in various lawsuits or arbitration proceedings arising in the ordinary course of business. Management believes, based on the opinion of legal counsel and other factors, that the aggregated liabilities, if any, arising from such actions will not have a material adverse effect on the financial condition, results of operations and the cash flows of the Company.

Item 1A. Risk Factors

Other than the risk factors set forth below, there have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023. For a discussion of the potential risks and uncertainties related to us, see "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.

The risks described below and those described in our Annual Report on Form 10-K for the year ended December 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute shareholder value, and adversely affect our business, financial condition and results of operations.

We may in the future seek to acquire or invest in businesses, joint ventures, products and platform capabilities, or technologies that we believe could complement or expand our products and platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities. For example, in July 2023, we entered into the Merger Agreement, pursuant to which, among other things, upon closing Sinqia will become a wholly-owned subsidiary of Evertec BR. Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel, or operations of the acquired companies, particularly if we are unable to retain the key personnel of the acquired company, their software is not easily adapted to work with our existing platforms, or we have difficulty retaining customer, vendors and other relationships of any acquired business due to changes in ownership, management, or otherwise. These transactions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for development of our existing businesses. Any such transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in substantial impairment charges.

In addition, we may not be able to find and identify desirable acquisition targets or business opportunities or be successful in entering into agreements with any particular strategic partner. We expect that certain of our competitors, many of which have greater resources than we do, will compete with us in acquiring complementary businesses or products. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are often subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we may not be able to consummate an acquisition that we believe is in our best interests and may incur significant costs. These transactions could also result in transaction fees, dilutive issuances of our equity securities, incurrence of debt or contingent liabilities, and fluctuations in quarterly results and expenses. Further, if the resulting business from such a transaction fails to meet our expectations, our business, financial condition and results of operations may be adversely affected, or we may be exposed to unknown risks or liabilities.

We may acquire businesses located primarily or entirely outside the United States which could increase our current exposure to international operations located in the Caribbean and Latin America including currency exchange fluctuations, regulatory and organizational complexity, and varying economic, climatic and geopolitical circumstances.

The failure to complete the Transaction or ultimately realize the benefits may adversely affect our business and our stock price.

Consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, (i) the absence of any court order or regulatory injunction with the effect of preventing or otherwise preventing the consummation of the Transaction, (ii) the accuracy of the representations and warranties of each party, (iii) compliance by each party in all material respects with its obligations and commitments under the Merger Agreement and the Voting Agreement (as defined in the Merger Agreement), (iv) obtaining the registration of the BDR Level I program sponsored by Evertec with the Comissão de Valores Mobiliários - CVM, the Brazilian Securities Commission and the admission of the BDRs for trade on B3

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S.A. - Brasil, Bolsa, Balcão (“B3”), (v) Evertec notifying Sinqia that it has completed its funding efforts for the closing, (vi) Sinqia obtaining the consent or waiver for the non-acceleration of the maturity date or prepayment of the two certain issuances of debentures of Sinqia as a result of the Transaction, (vii) the acceleration and cancellation of Sinqia’s stock option plans, (viii) the approval of the Protocolo e Justificação de Incorporação de Ações de Emissão da Sinqia S.A. pela Evertec Brasil Informática S.A., as required pursuant to Articles 224 and 225 of the Brazilian Corporation Law (the “Protocol”) by the Sinqia Board and the execution of the Protocol by Evertec BR’s management and Sinqia’s management, and subsequent calling of the Sinqia general shareholder’s meeting (“Sinqia’s GSM”), (ix) the necessary corporate approvals by Evertec and Evertec BR, including Evertec approving the Transaction and Evertec BR’s general shareholders’ meeting approving the Protocol, the ratification of the engagement of the appraisal company that shall prepare the appraisal report of Sinqia at economic value, to be prepared for purposes of the Merger of Shares (as defined in the Merger Agreement) (the “Appraisal Report”), the Appraisal Report, the Merger of Shares, the capital increase of Evertec BR due to the Merger of Shares and consequent issuance of the Evertec BR New Shares and amendment to the bylaws of Evertec BR, the Redemption (as defined in the Merger Agreement), and authorization for the management of Evertec BR to adopt all measures necessary to perform the resolutions taken, (x) the necessary corporate approvals by Sinqia, including Sinqia’s GSM approving the Protocol, the Merger of Shares, the authorization for Sinqia’s management to subscribe to Evertec BR New Shares on the Closing Date, the waiver of Evertec BR’s obligation to be listed in the Novo Mercado special segment of B3 due to the Transaction, as required by Article 46, Sole Paragraph, of the Novo Mercado Ruling, and the authorization for Sinqia’s management to adopt all measures necessary to perform the resolutions taken and (xi) the absence of any Material Adverse Change (as defined in the Merger Agreement). There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all. Any delay in completing the Transaction could cause us not to realize some or all of the anticipated benefits when expected, if at all. If the Transaction is not completed, our stock price could decline to the extent it reflects an assumption that we will complete the acquisition. Furthermore, if the Transaction is not completed, we may suffer other consequences that could adversely affect our business, results of operations and stock price, including incurring significant acquisition costs that we would be unable to recover, negative publicity and a negative impression of us in the investment community.

Although we expect benefits to result from the Transaction, including future accretive impact to our earnings per common share and potential for revenue synergies, there can be no assurance that we will actually realize any of them, or realize them within the anticipated timeframe. Achieving these benefits will depend, in part, on our ability to integrate Sinqia’s business successfully and efficiently. The challenges involved in this integration will likely be complex and time consuming. If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits, of the Transaction within our anticipated timeframe or at all and our revenue, expenses, operating results, financial condition and stock price could be materially adversely affected. The successful integration of the Sinqia business will require significant management attention both before and after the completion of the Transaction, and may divert the attention of management from our business and operational issues.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table summarizes repurchases of the Company’s common stock in the three month period ended September 30, 2023:

Period						Total number of shares purchased						Average price paid per share						Total number of shares purchased as part of a publicly announced program (1)						Approximate dollar value of shares that may yet be purchased under the program
7/1/2023-7/31/2023						208,498						37.44						208,498
8/1/2023-8/31/2023						66						38.99						66
						208,564						37.44						208,564						149,997,425

(1) On July 20, 2023, the Company announced that its Board approved an increase to the current stock

repurchase program, authorizing the purchase of up to an aggregate of $150 million of the Company’s common stock and an extension to the expiration of the program to December 31, 2024. Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

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Not applicable.

Item 5. Other Information

a.None.

b.None.

c.On August 30, 2023, the Company's President and Chief Executive Officer, Morgan M. Schuessler, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) that provides for the sale of up to 84,467 shares of the Company's common stock and which has a plan end date of October 4, 2024. No other director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company have adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K during the three month period ended September 30, 2023.

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Item 6. Exhibits

 

2.1#			Merger Agreement and Other Covenants, dated July 20, 2023 (incorporated by reference to Exhibit 2.1 of EVERTEC, Inc.’s Current Report on Form 8-K filed on July 21, 2023, File No. 001-35872).
10.1			Voting Agreement and Other Covenants, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 of EVERTEC, Inc.’s Current Report on Form 8-K filed on July 21, 2023, File No. 001-35872).
31.1*			CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL**			Inline Instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL**			Inline Taxonomy Extension Schema
101.CAL XBRL**			Inline Taxonomy Extension Calculation Linkbase
101.DEF XBRL**			Inline Taxonomy Extension Definition Linkbase
101.LAB XBRL**			Inline Taxonomy Extension Label Linkbase
101.PRE XBRL**			Inline Taxonomy Extension Presentation Linkbase
104**			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

**    Furnished herewith.

# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			EVERTEC, Inc. (Registrant)
Date: October 27, 2023			By:			/s/ Morgan Schuessler
						Morgan Schuessler Chief Executive Officer (Principal Executive Officer)
Date: October 27, 2023			By:			/s/ Joaquin A. Castrillo-Salgado
						Joaquin A. Castrillo-Salgado Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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