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EVOTEC AG ADS 10-Q 2015
10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended June 30, 2015

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)

 

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in rule 12b-2 of the Exchange Act).

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

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

At July 31, 2015, there were 77,487,933 outstanding shares of common stock of EVERTEC, Inc.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
Part I. FINANCIAL INFORMATION      1   
Item 1.    Financial Statements      1   
   Unaudited Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014      1   
   Unaudited Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2015 and 2014      2   
   Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2015      3   
   Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014      4   
   Notes to Unaudited Consolidated Financial Statements      5   
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations      17   
Item 3.    Quantitative and Qualitative Disclosures about Market Risk      28   
Item 4.    Controls and Procedures      28   
Part II. OTHER INFORMATION      30   
Item 1.    Legal Proceedings      30   
Item 1A.    Risk Factors      30   
Item 2.    Unregistered Sales of Equity in Securities and Use of Proceeds      30   
Item 3.    Defaults Upon Senior Securities      30   
Item 4.    Mine Safety Disclosures      31   
Item 5.    Other Information      31   
Item 6.    Exhibits      31   
SIGNATURES      33   


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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. 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 and with Banco Popular de Puerto Rico (“Banco Popular”), Popular’s principal banking subsidiary, to grow our merchant acquiring business;

 

    for as long as we are deemed to be controlled by Popular, we will be subject to supervision and examination by U.S. federal banking regulators, and our activities will be limited to those permissible for Popular. Furthermore, as a technology service provider to regulated financial institutions, we are subject to additional regulatory oversight and examination. As a regulated institution, we may be required to obtain regulatory approval before engaging in certain new activities or businesses, whether organically or by acquisition;

 

    our ability to renew our client contracts on terms favorable to us;

 

    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 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 international, legal, political, administrative or economic conditions;

 

    the geographical concentration of our business in Puerto Rico, including our business with the government of Puerto Rico, which is facing severe fiscal challenges;

 

    additional adverse changes in the general economic conditions in Puerto Rico, 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 multiple regions with potential political and economic instability, including Latin America;

 

    our ability to execute our geographic expansion and acquisition strategies;

 

    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 recruit and retain the qualified personnel necessary to operate our business;

 

    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 high level of indebtedness and restrictions contained in our debt agreements, including the senior secured credit facilities, as well as debt that could be incurred in the future;


Table of Contents
    our ability to generate sufficient cash to service our indebtedness and to generate future profits; and

 

    other factors discussed in this Report, including in the section entitled “Risk Factors.”

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. The Company does not undertake, and specifically disclaims any obligation, to update any of the “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by the federal securities laws.

Investors should refer to the Company’s Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”) for a discussion of factors that could cause events to differ from those suggested by the forward-looking statements, including factors set forth in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


Table of Contents

EVERTEC, Inc. (Unaudited) Consolidated Balance Sheets

(Dollar amounts in thousands, except for share information)

 

     June 30, 2015     December 31, 2014  

Assets

    

Current Assets:

    

Cash

   $ 38,837      $ 32,114   

Restricted cash

     6,262        5,718   

Accounts receivable, net

     71,091        75,810   

Deferred tax asset

     2,323        399   

Prepaid expenses and other assets

     21,678        20,565   
  

 

 

   

 

 

 

Total current assets

     140,191        134,606   

Investment in equity investee

     12,251        11,756   

Property and equipment, net

     31,627        29,535   

Goodwill

     368,911        368,837   

Other intangible assets, net

     317,431        334,584   

Other long-term assets

     9,880        10,917   
  

 

 

   

 

 

 

Total assets

   $ 880,291      $ 890,235   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current Liabilities:

    

Accrued liabilities

   $ 29,275      $ 26,052   

Accounts payable

     19,133        22,879   

Unearned income

     11,734        9,825   

Income tax payable

     81        1,956   

Current portion of long-term debt

     19,000        19,000   

Short-term borrowings

     4,000        23,000   

Deferred tax liability, net

     111        1,799   
  

 

 

   

 

 

 

Total current liabilities

     83,334        104,511   

Long-term debt

     638,530        647,579   

Long-term deferred tax liability, net

     19,255        15,674   

Other long-term liabilities

     2,856        2,898   
  

 

 

   

 

 

 

Total liabilities

     743,975        770,662   
  

 

 

   

 

 

 

Commitments and contingencies (Note 10)

    

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; 77,487,933 shares issued and outstanding at June 30, 2015 (December 31, 2014 - 77,893,144)

     775        779   

Additional paid-in capital

     51,914        59,740   

Accumulated earnings

     89,347        65,576   

Accumulated other comprehensive loss, net of tax

     (5,720     (6,522
  

 

 

   

 

 

 

Total stockholders’ equity

     136,316        119,573   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 880,291      $ 890,235   
  

 

 

   

 

 

 

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

 

1


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EVERTEC, Inc. (Unaudited) Consolidated Statements of Income and Comprehensive Income

(Dollar amounts in thousands, except per share information)

 

     Three months ended June 30,     Six months ended June 30,  
     2015     2014     2015     2014  

Revenues

        

Merchant acquiring, net

   $ 21,165      $ 19,827      $ 41,256      $ 39,118   

Payment processing (from affiliates: $7,644, $7,458, $15,016 and $14,706)

     26,759        26,618        53,136        51,843   

Business solutions (from affiliates: $35,568, $34,243, $69,258 and $67,601)

     45,317        44,888        90,181        87,805   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     93,241        91,333        184,573        178,766   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses

        

Cost of revenues, exclusive of depreciation and amortization shown below

     40,665        39,051        80,460        76,919   

Selling, general and administrative expenses

     8,948        10,463        16,651        18,525   

Depreciation and amortization

     16,006        16,390        32,834        33,004   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     65,619        65,904        129,945        128,448   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     27,622        25,429        54,628        50,318   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-operating income (expenses)

        

Interest income

     127        79        231        154   

Interest expense

     (6,210     (6,501     (12,411     (13,410

Earnings of equity method investment

     84        343        199        664   

Other income

     764        385        1,049        2,376   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating expenses

     (5,235     (5,694     (10,932     (10,216
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     22,387        19,735        43,696        40,102   

Income tax expense

     2,120        1,962        4,366        4,123   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     20,267        17,773        39,330        35,979   

Other comprehensive (loss) income, net of tax of $26, $48, $33 and $54

        

Foreign currency translation adjustments

     (87     794        802        (6,951
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

   $ 20,180      $ 18,567      $ 40,132      $ 29,028   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share—basic

   $ 0.26      $ 0.23      $ 0.51      $ 0.46   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share—diluted

   $ 0.26      $ 0.22      $ 0.51      $ 0.45   
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

2


Table of Contents

EVERTEC, Inc. (Unaudited) Consolidated Statement of Changes in Stockholders’ Equity

(Dollar amounts in thousands, except share information)

 

     Number of
Shares of
Common Stock
    Common
Stock
    Additional
Paid-in
Capital
    Accumulated
Earnings
    Accumulated Other
Comprehensive
Loss
    Total
Stockholders’
Equity
 

Balance at December 31, 2014

     77,893,144      $ 779      $ 59,740      $ 65,576      $ (6,522   $ 119,573   

Share-based compensation recognized

         2,191            2,191   

Repurchase of common stock

     (452,175     (5     (9,986         (9,991

Restricted stock grants and units delivered, net of cashless

     46,964        1        (31         (30

Net income

           39,330          39,330   

Cash dividends declared on common stock

           (15,559       (15,559

Other comprehensive income

             802        802   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2015

     77,487,933        775        51,914        89,347        (5,720   $ 136,316   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

3


Table of Contents

EVERTEC, Inc. (Unaudited) Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

 

     Six months ended June 30,  
     2015     2014  

Cash flows from operating activities

    

Net income

   $ 39,330      $ 35,979   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     32,834        33,004   

Amortization of debt issue costs and premium and accretion of discount

     1,621        1,538   

Provision for doubtful accounts and sundry losses

     684        1,058   

Deferred tax expense (benefit)

     11        (430

Share-based compensation

     2,191        665   

Unrealized (gain) loss of indemnification assets

     (12     173   

Loss on disposition of property and equipment and other intangibles

     1        64   

Earnings of equity method investment

     (199     (664

Dividend received from equity method investment

     —          326   

Decrease (increase) in assets:

    

Accounts receivable, net

     4,342        (2,045

Prepaid expenses and other assets

     (2,460     (4,267

Other long-term assets

     (50     1,811   

(Decrease) increase in liabilities:

    

Accounts payable and accrued liabilities

     (1,602     (4,120

Income tax payable

     (1,875     1,542   

Unearned income

     1,909        2,903   
  

 

 

   

 

 

 

Total adjustments

     37,395        31,558   
  

 

 

   

 

 

 

Net cash provided by operating activities

     76,725        67,537   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Net (increase) decrease in restricted cash

     (543     238   

Intangible assets acquired

     (6,757     (5,841

Property and equipment acquired

     (8,649     (3,895

Proceeds from sales of property and equipment

     11        3   
  

 

 

   

 

 

 

Net cash used in investing activities

     (15,938     (9,495
  

 

 

   

 

 

 

Cash flows from financing activities

    

Statutory minimum withholding taxes paid on cashless exercises of stock options and restricted stock

     (31     (770

Net decrease in short-term borrowing

     (19,000     (27,000

Repayment of short-term borrowing for purchase of equipment and software

     —          (1,200

Dividends paid

     (15,542     (15,680

Tax windfall benefits on exercises of stock options

     —          1,482   

Issuance of common stock, net

     —          54   

Repurchase of common stock

     (9,991     —     

Repayment of other financing agreement

     —          (82

Repayment of long-term debt

     (9,500     (9,500
  

 

 

   

 

 

 

Net cash used in financing activities

     (54,064     (52,696
  

 

 

   

 

 

 

Net increase in cash

     6,723        5,346   

Cash at beginning of the period

     32,114        22,485   
  

 

 

   

 

 

 

Cash at end of the period

   $ 38,837      $ 27,831   
  

 

 

   

 

 

 

Supplemental disclosure of non-cash activities:

    

Dividend declared not received from equity method investment

   $ —        $ 325   

Foreign currency translation adjustments

     802        (6,951

Payable due to vendor related to software acquired

     1,125        —     

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

 

4


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Notes to Unaudited Consolidated Financial Statements

 

Note 1 – The Company and Basis of Presentation      6   
Note 2 – Property and Equipment, net      6   
Note 3 – Goodwill and Other Intangible Assets      7   
Note 4 – Debt and Short-Term Borrowings      8   
Note 5 – Financial Instruments and Fair Value Measurements      9   
Note 6 – Share-based Compensation      11   
Note 7 – Income Tax      12   
Note 8 – Net Income Per Common Share      13   
Note 9 – Commitments and Contingencies      13   
Note 10 – Related Party Transactions      14   
Note 11 – Segment Information      15   
Note 12 – Subsequent Events      16   

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

Note 1 – The Company and Basis of Presentation

The Company

EVERTEC, Inc. (formerly known as Carib Latam Holdings, Inc.) and its subsidiaries (collectively the “Company,” or “EVERTEC”) is the 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 across 19 countries in the region. EVERTEC owns and operates the ATH network, one of the leading automated teller machine (“ATM”) and personal identification number (“PIN”) debit networks in Latin America. In addition, EVERTEC provides a comprehensive suite of services for core bank processing, cash processing and technology outsourcing in the regions the Company serves. EVERTEC serves a broad and diversified customer base of leading financial institutions, merchants, corporations and government agencies with “mission-critical” technology solutions that are essential to their operations, enabling them to issue, process and accept transactions securely.

Management believes that the Company’s business is well-positioned to continue to expand across the fast growing Latin American region.

Basis of Presentation

The unaudited 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 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 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 SEC and, accordingly, these financial statements should be read in conjunction with the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2014, included in the Company’s 2014 Form 10-K. In the opinion of Management, the accompanying consolidated financial statements, prepared in accordance with GAAP, contain all adjustments, all of which are normal and recurring in nature, necessary for a fair presentation. All significant intercompany accounts and transactions have been eliminated in consolidation.

Note 2 – Property and Equipment, net

Property and equipment, net consists of the following:

 

(Dollar amounts in thousands)    Useful life
in years
   June 30, 2015      December 31, 2014  

Buildings

   30    $ 1,616       $ 1,602   

Data processing equipment

   3 - 5      85,698         77,588   

Furniture and equipment

   3 - 20      8,602         7,540   

Leasehold improvements

   5 - 10      3,156         2,964   
     

 

 

    

 

 

 
        99,072         89,694   

Less—accumulated depreciation and amortization

        (68,878      (61,580
     

 

 

    

 

 

 

Depreciable assets, net

        30,194         28,114   

Land

        1,433         1,421   
     

 

 

    

 

 

 

Property and equipment, net

      $ 31,627       $ 29,535   
     

 

 

    

 

 

 

Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2015 amounted to $3.3 million and $7.4 million, respectively, compared to $3.8 million and $7.7 million, respectively, for the same periods in 2014.

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

 

Note 3 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill, allocated by reportable segments, were as follows (See Note 12):

 

(Dollar amounts in thousands)    Merchant
Acquiring, net
     Payment
Processing
     Business
Solutions
     Total  

Balance at December 31, 2014

   $ 138,121       $ 184,228       $ 46,488       $ 368,837   

Foreign currency translation adjustments

     —           (26      100         74   
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2015

   $ 138,121       $ 184,202       $ 46,588       $ 368,911   
  

 

 

    

 

 

    

 

 

    

 

 

 

Goodwill is tested for impairment at least annually, or more often if events or circumstances indicate there may be impairment, using the qualitative assessment option or step zero process. Using this process, the Company first assesses whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount. There were no triggering events or changes in circumstances that, subsequent to the impairment test, would have required an additional impairment evaluation.

The carrying amount of other intangible assets for the six months ended June 30, 2015 and the year ended December 31, 2014 consisted of the following:

 

          June 30, 2015  
(Dollar amounts in thousands)    Useful life in years    Gross
amount
     Accumulated
amortization
     Net carrying
amount
 

Customer relationships

   14    $ 312,795       $ (106,628    $ 206,167   

Trademark

   10 - 15      39,950         (16,454      23,496   

Software packages

   3 - 10      146,398         (97,265      49,133   

Non-compete agreement

   15      56,539         (17,904      38,635   
     

 

 

    

 

 

    

 

 

 

Other intangible assets, net

      $ 555,682       $ (238,251    $ 317,431   
     

 

 

    

 

 

    

 

 

 
          December 31, 2014  
(Dollar amounts in thousands)    Useful life in years    Gross
amount
     Accumulated
amortization
     Net carrying
amount
 

Customer relationships

   14    $ 312,735       $ (95,482    $ 217,253   

Trademark

   10 - 15      39,950         (14,722      25,228   

Software packages

   3 - 10      138,188         (86,605      51,583   

Non-compete agreement

   15      56,539         (16,019      40,520   
     

 

 

    

 

 

    

 

 

 

Other intangible assets, net

      $ 547,412       $ (212,828    $ 334,584   
     

 

 

    

 

 

    

 

 

 

For the three and six months ended June 30, 2015, the Company recorded amortization expense related to other intangibles of $12.7 million and $25.4 million, respectively, compared to $12.6 million and $25.3 million for the corresponding 2014 periods.

The estimated amortization expense of the balances outstanding at June 30, 2015 for the next five years is as follows:

 

(Dollar amounts in thousands)  

Remaining 2015

   $ 23,464   

2016

     39,154   

2017

     35,942   

2018

     32,966   

2019

     31,937   

2020

     30,017   

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

 

Note 4 – Debt and Short-Term Borrowings

Total debt as of June 30, 2015 and December 31, 2014 was as follows:

 

(Dollar amounts in thousands)    June 30, 2015      December 31, 2014  

Senior Secured Credit Facility (Term A) due on April 17, 2018 paying interest at a variable interest rate (London InterBank Offered Rate (“LIBOR”) plus applicable margin(1)(3))

   $ 269,781       $ 277,239   

Senior Secured Credit Facility (Term B) due on April 17, 2020 paying interest at a variable interest rate (LIBOR Rate plus applicable margin(2)(3))

     387,749         389,340   

Senior Secured Revolving Credit Facility expiring on April 17, 2018 paying interest at a variable interest rate

     4,000         23,000   

Note Payable due on October 1, 2017(3)

     3,638         4,333   

Note Payable due on July 1, 2017(3)

     1,029         —     
  

 

 

    

 

 

 

Total debt

   $ 666,197       $ 693,912   
  

 

 

    

 

 

 

 

(1) Applicable margin of 2.50% at June 30, 2015 and December 31, 2014.
(2) Subject to a minimum rate (“LIBOR floor”) of 0.75% plus applicable margin of 2.75% at June 30, 2015 and December 31, 2014.
(3) Includes unamortized discount.

Senior Secured Credit Facilities

Term A Loan

As of June 30, 2015, the unpaid principal balance of the Term A Loan was $270.0 million. The Term A Loan requires principal payments on the last business day of each quarter equal to (a) 1.250% of the original principal amount commencing on September 30, 2013 through June 30, 2016; (b) 1.875% of the original principal amount from September 30, 2016 through June 30, 2017; (c) 2.50% of the original principal amount from September 30, 2017 through March 31, 2018; and (d) the remaining outstanding principal amount on the maturity of the Term A Loan on April 17, 2018. Interest is based on EVERTEC Group LLC’s (“EVERTEC Group”) first lien secured net leverage ratio and payable at a rate equal to, at the Company’s option, either (a) LIBOR Rate plus an applicable margin ranging from 2.00% to 2.50%, or (b) Base Rate, as defined in the 2013 Credit Agreement, plus an applicable margin ranging from 1.00% to 1.50%. Term A Loan has no LIBOR or Base Rate minimum or floor.

Term B Loan

As of June 30, 2015, the unpaid principal balance of the Term B Loan was $392.0 million. The Term B Loan requires principal payments on the last business day of each quarter equal to 0.250% of the original principal amount commencing on September 30, 2013 and the remaining outstanding principal amount on the maturity of the Term B Loan on April 17, 2020. Interest is based on EVERTEC Group’s first lien secured net leverage ratio and payable at a rate equal to, at the Company’s option, either (a) LIBOR Rate plus an applicable margin ranging from 2.50% to 2.75%, or (b) Base Rate plus an applicable margin ranging from 1.50% to 1.75%. The LIBOR Rate and Base Rate are subject to floors of 0.75% and 1.75%, respectively.

Revolving Credit Facility

The revolving credit facility has an available balance up to $100.0 million, with an interest rate on loans calculated the same as the applicable Term A Loan rate. The facility matures on April 17, 2018 and has a “commitment fee” payable one business day after the last business day of each quarter calculated based on the daily unused commitment during the preceding quarter. The commitment fee for the unused portion of this facility ranges from 0.125% to 0.375% and is based on EVERTEC Group’s first lien secured net leverage ratio.

All loans may be prepaid without premium or penalty.

The senior secured credit facilities contain various restrictive covenants. The Term A Loan and the revolving credit facility (subject to certain exceptions) require us to maintain on a quarterly basis a specified maximum senior secured leverage ratio of up to 6.60 to 1.00 as defined in the 2013 Credit Agreement (total first lien secured debt to adjusted EBITDA). In addition, the 2013 Credit Agreement,

 

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among other things: (a) limits our ability and the ability of our subsidiaries to incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; (b) restricts our ability to enter into agreements that would limit the ability of our subsidiaries to pay dividends or make certain payments to us; and (c) places restrictions on our ability and the ability of our subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of our assets.

Note payable

In December 2014 and June 2015, EVERTEC entered into a non-interest bearing $4.6 million and $1.1 million, respectively, financing agreements to purchase software. The notes will be repaid over a 36-month term. As of June 30, 2015 the outstanding principal balance of the notes payable is $5.0 million. The current portion of these notes is recorded as part of accounts payable and the long-term portion is included in other long-term liabilities.

Note 5 – Financial Instruments and Fair Value Measurements

Recurring Fair Value Measurements

Fair value measurement provisions establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This guidance describes three levels of input that may be used to measure fair value:

Level 1: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3: Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company uses observable inputs when available. Fair value is based upon quoted market prices when available. If market prices are not available, the Company may employ internally-developed models that mostly use market-based inputs including yield curves, interest rates, volatilities, and credit curves, among others. The Company limits valuation adjustments to those deemed necessary to ensure that the financial instrument’s fair value adequately represents the price that would be received or paid in the marketplace. Valuation adjustments may include consideration of counterparty credit quality and liquidity as well as other criteria. The estimated fair value amounts are subjective in nature and may involve uncertainties and matters of significant judgment for certain financial instruments. Changes in the underlying assumptions used in estimating fair value could affect the results. The fair value measurement levels are not indicative of risk of investment.

The following table summarizes fair value measurements by level at June 30, 2015 and December 31, 2014 for assets measured at fair value on a recurring basis:

 

(Dollar amounts in thousands)    Level 1      Level 2      Level 3      Total  

June 30, 2015

           

Financial assets:

           

Indemnification assets:

           

Software cost reimbursement

   $ —         $ —         $ 141       $ 141   

December 31, 2014

           

Financial assets:

           

Indemnification assets:

           

Software cost reimbursement

   $ —         $ —         $ 1,428       $ 1,428   

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

 

The fair value of financial instruments is the amount at which an asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale. Fair value estimates are made at a specific point in time based on the type of financial instrument and relevant market information. Many of these estimates involve various assumptions and may vary significantly from amounts that could be realized in actual transactions.

For those financial instruments with no quoted market prices available, fair values have been estimated using present value calculations or other valuation techniques, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

Indemnification assets include the present value of the expected future cash flows of certain expense reimbursement agreements with Popular. These contracts have termination dates up to September 2015 and were entered into in connection with the merger transaction completed on September 30, 2010 (“the Merger”). Management prepared estimates of the expected reimbursements to be received from Popular until the termination of the contracts, discounted the estimated future cash flows and recorded the indemnification assets as of the Merger closing date. Payments received during the quarters reduced the indemnification asset balance. The remaining balance was adjusted to reflect its fair value as of June 30, 2015, therefore resulting in a net unrealized gain of approximately $9,000 and $12,000 for the three and six months ended June 30, 2015, respectively, and a net unrealized gain of approximately $6,000 for the three months ended June 30, 2014 and a net unrealized loss of approximately $0.2 million for the six months ended June 30, 2014, which are reflected within the other expenses caption in the unaudited consolidated statements of income and comprehensive income. The indemnification assets is included within accounts receivable, net in the accompanying unaudited consolidated balance sheets.

The unobservable inputs related to the Company’s indemnification assets as of June 30, 2015 using the discounted cash flow model include the discount rate of 5.01% and the projected cash flows of $0.1 million.

For indemnification assets a significant increase or decrease in market rates or cash flows could result in a change to the fair value. Also, the credit rating and/or the non-performance credit risk of Popular, which is subjective in nature, also could increase or decrease the sensitivity of the fair value of these assets.

The following table presents the carrying value, as applicable, and estimated fair values for financial instruments at June 30, 2015 and December 31, 2014:

 

     June 30, 2015      December 31, 2014  
(Dollar amounts in thousands)    Carrying
Amount
     Fair
Value
     Carrying
Amount
     Fair
Value
 

Financial assets:

           

Indemnification assets:

           

Software cost reimbursement

   $ 141       $ 141       $ 1,428       $ 1,428   

Financial liabilities:

           

Senior secured term loan A

   $ 269,781       $ 264,600       $ 277,239       $ 266,400   

Senior secured term loan B

     387,749         385,140         389,340         385,462   

The fair value of the senior secured term loans at June 30, 2015 and December 31, 2014 were obtained using prices supplied 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. The pricing inputs also may include the use of an algorithm that could take into account movement in the general high-yield market, among other variants.

The senior secured term loans, which are not measured at fair value in the balance sheets, if measured, could be categorized as Level 3 in the fair value hierarchy.

 

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The following table provides a summary of the change in fair value of the Company’s Level 3 assets:

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014      2015      2014  

Indemnification assets:

           

Beginning balance

   $ 971       $ 2,947       $ 1,428       $ 3,586   

Payments received

     (839      (839      (1,299      (1,299

Unrealized gain (loss) recognized in other expenses

     9         6         12         (173
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ 141       $ 2,114       $ 141       $ 2,114   
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 6 – Share-based Compensation

Long-term Incentive Plan

In the first quarter of 2015, the Compensation Committee of the Board of Directors approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2015 Long-Term Incentive Program (“LTIP”) under the terms of our 2013 Equity Incentive Plan. Under the LTIP, the Company granted restricted stock units to eligible participants as time-based awards or performance-based awards.

The vesting of the RSUs is dependent upon market, performance and service conditions as defined in the grants. 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 is providing services to the Company on the vesting date. Time-based awards vest over a period of three years in substantially equal installments commencing on the start of the fiscal year during which the RSUs were granted and ending on January 1st of each year. Employees that received awards with market conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the Company’s total shareholder return (“TSR”) target relative to a specified group of industry peer companies is achieved. Employees that received awards with performance conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the Cumulative Compound Annual Growth Rate (“CAGR”) of Diluted EPS target is achieved. Performance and market-based awards vest at the end of the performance period which commenced on the start of the fiscal year during which the RSUs were granted and ends on January 1, 2018. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.

The following table summarizes the RSU’s granted under the LTIP as of June 30, 2015:

 

     Units      Weighted-Average
Grant Date Fair Value
 

Awards with market conditions

     49,763       $ 29.86   

Awards with performance condition

     67,382       $ 22.05   

Awards with service conditions

     196,272       $ 22.11   

The following table summarizes stock options activity for the six months ended June 30, 2015:

 

     Shares      Weighted-average
exercise prices
 

Outstanding at December 31, 2014

     316,000       $ 19.56   
  

 

 

    

 

 

 

Outstanding at June 30, 2015

     316,000       $ 19.56   
  

 

 

    

 

 

 

Exercisable at June 30, 2015

     83,333       $ 23.62   
  

 

 

    

 

 

 

Management uses the fair value method of recording stock-based compensation as described in the guidance for stock compensation in ASC topic 718.

 

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The following table summarizes nonvested restricted shares and RSUs activity for the six months ended June 30, 2015:

 

Nonvested restricted shares and RSUs

   Shares      Weighted-average
grant date fair value
 

Nonvested at December 31, 2014

     23,252       $ 22.04   

Forfeited

     6,205         21.04   

Vested

     19,116         22.56   

Granted

     553,242         22.57   
  

 

 

    

 

 

 

Nonvested at June 30, 2015

     551,173       $ 22.56   
  

 

 

    

 

 

 

For the three and six months ended June 30, 2015 and June 30, 2014, the Company recognized $1.5 million and $2.2 million and $0.3 million and $0.7 million of share-based compensation expense, respectively. As of June 30, 2015, there was $1.0 million of total unrecognized compensation cost related to stock options, which is expected to be recognized over the next 1.51 years. In addition, for the same period, there was approximately $10.8 million of total unrecognized compensation cost related to nonvested shares of restricted stock and RSUs. That cost is expected to be fully recognized over the next 2.4 years.

Note 7 – Income Tax

The components of income tax expense for the three and six months ended June 30, 2015 and 2014 consisted of the following:

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014      2015      2014  

Current tax provision

   $ 2,309       $ 964       $ 4,355       $ 4,553   

Deferred tax (benefit) provision

     (189      998         11         (430
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 2,120       $ 1,962       $ 4,366       $ 4,123   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company conducts operations in Puerto Rico and certain countries in Latin America. As a result, the income tax expense includes the effect of taxes paid to the Puerto Rico government as well as foreign jurisdictions. The following table presents the components of income tax expense for the three and six months ended June 30, 2015 and 2014 and its segregation based on location of operations:

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014      2015      2014  

Current tax provision

           

Puerto Rico

   $ 1,367       $ 423       $ 2,522       $ 1,360   

United States

     160         217         301         415   

Foreign countries

     782         324         1,532         2,778   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total currrent tax provision

   $ 2,309       $ 964       $ 4,355       $ 4,553   
  

 

 

    

 

 

    

 

 

    

 

 

 

Deferred tax (benefit) provision

           

Puerto Rico

   $ 111       $ 805       $ 410       $ 832   

United States

     (32      (2      (58      (3

Foreign countries

     (268      195         (341      (1,259
  

 

 

    

 

 

    

 

 

    

 

 

 

Total deferred tax (benefit) provision

   $ (189    $ 998       $ 11       $ (430
  

 

 

    

 

 

    

 

 

    

 

 

 

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 June 30, 2015, the gross deferred tax asset amounted to $8.3 million and the gross deferred tax liability amounted to $25.4 million, compared with $9.7 million and $26.8 million as of December 31, 2014. At June 30, 2015, the recorded value of the Company’s net operating loss (“NOL”) carryforwards was $5.2 million. The recorded value of the NOL carryforwards is approximately $4.2 million lower than the total NOL carryforwards available because of a windfall tax benefit. The windfall tax

 

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benefit is available to offset future taxable income and is considered an off-balance sheet item until the deduction reduces taxes payable. This windfall tax benefit results from tax deductions that were in excess of previously recorded compensation expense because the fair value of stock options at the time they were granted differed from their fair value when they were exercised. The total gross NOL carryforwards available, including the windfall benefit, amounted to $24.0 million as of June 30, 2015.

There are no open uncertain tax positions as of June 30, 2015.

Note 8 – Net Income Per Common Share

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

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands, except per share information)    2015      2014      2015      2014  

Net income

   $ 20,267       $ 17,773       $ 39,330       $ 35,979   

Less: non-forfeitable dividends on restricted stock

     3         —           3         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income available to common shareholders

   $ 20,264       $ 17,773       $ 39,327       $ 35,979   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding

     77,457,322         78,410,554         77,631,339         78,393,042   

Weighted average potential dilutive common shares (1)

     240,539         789,410         148,863         811,600   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding - assuming dilution

     77,697,861         79,199,964         77,780,202         79,204,642   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income per common share - basic

   $ 0.26       $ 0.23       $ 0.51       $ 0.46   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income per common share - diluted

   $ 0.26       $ 0.22       $ 0.51       $ 0.45   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Potential common shares consist of common stock issuable under the assumed exercise of stock options and restricted stock awards using the treasury stock method.

On February 18, 2015, our Board declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on March 19, 2015 to stockholders of record as of March 2, 2015. On May 6, 2015, our Board declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on June 5, 2015 to stockholders of record as of May 18, 2015.

Note 9 – Commitments and Contingencies

Certain lease agreements contain provisions for future rent increases. The total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is recorded as a deferred rent obligation.

Rent expense of office facilities and real estate for both the three and six months ended June 30, 2015 and 2014 amounted to $2.1 million and $4.1 million, respectively. Rent expense for telecommunications and other equipment for the three and six months ended June 30, 2015 amounted to $1.3 million and $2.6 million, respectively, compared to $1.6 million and $3.0 million for the corresponding 2014 periods.

In the ordinary course of business, the Company may enter into commercial commitments. As of June 30, 2015, EVERTEC has an outstanding letter of credit of $0.9 million with a maturity of less than three months.

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 as a result of which a loss may be incurred, but in the aggregate the loss would be minimal. For other claims regarding which proceedings are in an initial phase, the Company is unable to estimate the range of possible loss but at this time believes that any loss related to such claims will not be material.

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

 

Note 10 – Related Party Transactions

The following table presents the Company’s transactions with related parties for the three and six months ended June 30, 2015 and 2014:

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014      2015      2014  

Total revenues (1)(2)

   $ 43,212       $ 41,701       $ 84,274       $ 82,307   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cost of revenues

   $ 504       $ 595       $ 1,090       $ 756   
  

 

 

    

 

 

    

 

 

    

 

 

 

Rent and other fees

   $ 1,974       $ 2,084       $ 3,967       $ 4,001   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest earned from and charged by affiliate

           

Interest income

   $ 43       $ 50       $ 87       $ 102   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Total revenues from Popular as a percentage of revenues were 46%, 45%, 45% and 45% for each of the periods presented above.
(2)  Includes revenues generated from investee accounted for under the equity method of $0.5 million and $1.1 million for the three and six months ended June 30, 2015, respectively, and $0.7 million and $1.4 million for the corresponding 2014 periods.

At June 30, 2015 and December 31, 2014, EVERTEC had the following balances arising from transactions with related parties:

 

(Dollar amounts in thousands)    June 30, 2015      December 31, 2014  

Cash and restricted cash deposits in affiliated bank

   $ 17,648       $ 13,566   
  

 

 

    

 

 

 

Indemnification assets from Popular reimbursement (1)

     

Accounts receivable

   $ 141       $ 1,428   
  

 

 

    

 

 

 

Other due/to from affiliate

     

Accounts receivable

   $ 21,472       $ 17,006   
  

 

 

    

 

 

 

Prepaid expenses and other assets

   $ 1,355       $ 1,141   
  

 

 

    

 

 

 

Accounts payable(2)

   $ 5,010       $ 5,260   
  

 

 

    

 

 

 

Unearned income

   $ 9,569       $ 8,154   
  

 

 

    

 

 

 

Other long-term liabilities (2)

   $ 45       $ 45   
  

 

 

    

 

 

 

 

(1)  Recorded in connection with reimbursements from Popular regarding certain software license fees.
(2)  Includes an account payable of $0.2 million and a long-term liability of $45,000 for both June 30, 2015 and December 31, 2014, related to the unvested portion of stock options as a result of the equitable adjustment approved by our Board of Directors on December 18, 2012 that will be payable to executive officers and employees upon vesting of stock options.

At June 30, 2015, EVERTEC Group has a credit facility with Popular for $4.2 million, on behalf of EVERTEC Costa Rica, S.A., under which a letter of credit of a similar amount was issued.

 

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Note 11 – Segment Information

The Company operates in three business segments: Merchant Acquiring, Payment Processing and Business Solutions.

The Company’s business segments are organized based on the nature of products and services. The Chief Operating Decision Maker (“CODM”) reviews their individual financial information to assess performance and to allocate resources.

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

 

(Dollar amounts in thousands)    Merchant
Acquiring, net
     Payment
Processing
     Business
Solutions
     Other     Total  

Three months ended June 30, 2015

             

Revenues

     21,165         33,702         45,317         (6,943 )(1)      93,241   

Income from operations

     9,626         14,511         13,467         (9,982 )(2)      27,622   

Three months ended June 30, 2014

             

Revenues

     19,827         33,252         44,888         (6,634 )(1)      91,333   

Income from operations

     8,777         15,314         12,113         (10,775 )(2)      25,429   

 

(1)  Represents the elimination of intersegment revenues for services provided by the Payment Processing segment to the Merchant Acquiring segment, and other miscellaneous intersegment revenues.
(2)  Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

 

(Dollar amounts in thousands)    Merchant
Acquiring, net
     Payment
Processing
     Business
Solutions
     Other     Total  

Six months ended June 30, 2015

             

Revenues

     41,256         66,802         90,181         (13,666 )(1)      184,573   

Income from operations

     19,017         28,220         27,241         (19,850 )(2)      54,628   

Six months ended June 30, 2014

             

Revenues

     39,118         65,094         87,805         (13,251 )(1)      178,766   

Income from operations

     17,181         30,031         23,537         (20,431 )(2)      50,318   

 

(1)  Represents the elimination of intersegment revenues for services provided by the Payment Processing segment to the Merchant Acquiring segment, and other miscellaneous intersegment revenues.
(2)  Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

The reconciliation of income from operations to consolidated net income for the three and six months ended June 30, 2015 and 2014 is as follows:

 

     Three months ended June 30,      Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014      2015      2014  

Segment income from operations

           

Merchant Acquiring

   $ 9,626       $ 8,777       $ 19,017       $ 17,181   

Payment Processing

     14,511         15,314         28,220         30,031   

Business Solutions

     13,467         12,113         27,241         23,537   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment income from operations

     37,604         36,204         74,478         70,749   

Merger related depreciation and amortization and other unallocated expenses (1)

     (9,982      (10,775      (19,850      (20,431
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from operations

   $ 27,622       $ 25,429       $ 54,628       $ 50,318   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest expense, net

     (6,083      (6,422      (12,180      (13,256

Earnings of equity method investment

     84         343         199         664   

Other income

     764         385         1,049         2,376   

Income tax expense

     (2,120      (1,962      (4,366      (4,123
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 20,267       $ 17,773       $ 39,330       $ 35,979   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

 

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EVERTEC, Inc. Notes to Unaudited Consolidated Financial Statements

 

 

Note 12 – Subsequent Events

The Company extended voluntary termination offers to certain employees, which included special termination benefits. These termination benefits will result in one time payments due upon employee’s irrevocable acceptance of the offer. Upon the acceptance of the offers, the Company expects to incur in compensation expense related to these special termination benefits up to approximately $2.8 million during the third quarter of 2015.

On August 5, 2015, the Company’s Board of Directors (the “Board”) declared a regular quarterly cash dividend of $0.10 per share on the Company’s outstanding shares of common stock. The Board anticipates declaring this dividend in future quarters on a regular basis, however future declarations of dividends are subject to Board approval and may be adjusted as business needs or market conditions change. The cash dividend of $0.10 per share will be paid on September 3, 2015 to stockholders of record as of the close of business on August 17, 2015.

 

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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 (“MD&A”) covers: (i) the results of operations for the three and six months ended June 30, 2015 and 2014, respectively; and (ii) the financial condition as of June 30, 2015. 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 fiscal year ended December 31, 2014, included in the Company’s Form 10-K and with the unaudited consolidated financial statements (the “Unaudited 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 to 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, including the operations of its predecessor entities prior to the Merger (as defined below). EVERTEC Inc.’s subsidiaries include Holdings, EVERTEC Group, EVERTEC Dominicana, SAS, EVERTEC Panamá, S.A., EVERTEC Costa Rica, S.A. (“EVERTEC CR”), EVERTEC Guatemala, S.A. 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 the leading full-service transaction processing business in Latin America, providing a broad range of merchant acquiring, payment processing and business process management services. According to the July 2014 Nilson Report, we are the largest merchant acquirer in the Caribbean and Central America and one of the largest in Latin America, based on total number of transactions. We serve 19 countries in the region from our base in Puerto Rico. We manage a system of electronic payment networks that process more than 2.1 billion transactions annually, and offer a comprehensive suite of services for core bank processing, cash processing and technology outsourcing. In addition, we own and operate the ATH network, one of the leading personal identification number (“PIN”) debit networks in Latin America. 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 single-source capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with new, complementary services; win new customers; develop new sales channels and enter new markets. We believe these competitive advantages include:

 

    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 a single integrated technology solution that enables 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 processing).

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, as well as back-end support services such as the clearing and settlement of transactions and account reconciliation for card issuers. These include: (i) merchant acquiring services, which enable 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 a highly scalable, end-to-end technology platform that we manage and operate in-house and that generates significant operating efficiencies that enable us to maximize profitability.

 

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We sell and distribute our services primarily through a proprietary direct sales force with strong customer relationships. We are also building a variety of indirect sales channels that enable us to leverage the distribution capabilities of partners in adjacent markets, including value-added resellers. Also, 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 low capital expenditure requirements. Our revenue is recurring in nature because of the “mission-critical” and embedded nature of the services we provide, the high switching costs associated with these services and the multi-year contracts we negotiate with our customers. Our business model enables us to continue to grow our business organically without significant additional capital expenditures.

Corporate Background

EVERTEC, Inc. (formerly known as Carib Latam Holdings, Inc.) is a Puerto Rico corporation organized in April 2012. Our main operating subsidiary, EVERTEC Group, LLC (formerly known as EVERTEC, LLC and EVERTEC, Inc., hereinafter “EVERTEC Group”), was organized in Puerto Rico in 1988. EVERTEC Group was formerly a wholly-owned subsidiary of Popular. On September 30, 2010, pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”), AP Carib Holdings, Ltd. (“Apollo”) acquired 51% indirect ownership interest in EVERTEC Group as part of a merger (the “Merger”) and EVERTEC Group became a wholly-owned subsidiary of EVERTEC Intermediate Holdings, LLC.

On April 17, 2012, EVERTEC Group was converted from a Puerto Rico corporation to a Puerto Rico limited liability company (the “Conversion”) for the purpose of improving its consolidated tax efficiency by taking advantage of recent changes to the Puerto Rico Internal Revenue Code, as amended (the “PR Code”), that permit limited liability companies to be treated as partnerships that are pass-through entities for Puerto Rico tax purposes. Concurrent with the Conversion, Holdings, which is our direct subsidiary, was also converted from a Puerto Rico corporation to a Puerto Rico limited liability company. Prior to these conversions, EVERTEC, Inc. was formed in order to act as the new parent company of Holdings and its subsidiaries, including EVERTEC Group. The transactions described above in this paragraph are collectively referred to as the “Reorganization.”

Separation from and Key Relationship with Popular

Prior to the Merger on September 30, 2010, EVERTEC Group was 100% owned by Popular, the largest financial institution in the Caribbean, and operated substantially as an independent entity within Popular. After the consummation of the Merger, Popular retained an indirect ownership interest in EVERTEC Group and is our largest customer. In connection with, and upon consummation of the Merger, EVERTEC Group entered into a 15-year Master Services Agreement (the “MSA”), and several related agreements with Popular. Under the terms of the MSA, Popular agreed to continue to use EVERTEC services on an ongoing and exclusive basis, for the duration of the agreement, on commercial terms consistent with those of our historical relationship. Additionally, Popular granted us a right of first refusal on the development of certain new financial technology products and services for the duration of the MSA.

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, and that this ongoing shift will continue to generate substantial growth opportunities for our business. For example, currently the adoption of banking products, including electronic payments, in the Latin American region is lower relative to the more mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, therefore driving incremental penetration and growth of electronic payments in Puerto Rico and other Latin American regions. We also benefit from the trend for financial institutions and government agencies to outsource technology systems and processes. Many medium- and small-size institutions in the Latin American markets in which we operate have outdated computer systems and updating these IT legacy systems is financially and logistically challenging. We believe that our technology and business outsourcing solutions cater to the evolving needs of the financial institution customer base we target, providing integrated, open, flexible, customer-centric and efficient IT products and services.

Our results of operations may be affected by regulatory changes that will occur as the payments industry has come under increased scrutiny from lawmakers and regulators.

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.

 

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Overview of Results of Operations

The following briefly describes the components of revenue and expenses as presented in the unaudited consolidated statements of income and comprehensive income. Descriptions of the revenue recognition policies are detailed in Note 1 of the Notes to the Audited Consolidated Financial Statements included in our 2014 Form 10-K.

Merchant Acquiring, net. Merchant Acquiring revenue consists of income from services that allow merchants to accept electronic methods of payment. Our standard merchant contract has an initial term of one or three years, with automatic one-year renewal periods. In the Merchant Acquiring segment, sources of revenue include a discount fee (generally a percentage of the sales amount of a credit or debit card transaction value) and membership fees charged to merchants, debit network fees and rental income 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.

Merchant Acquiring accounted for $21.2 million, or 22.7% of total revenues, and $9.6 million or 25.6% of total segment income from operations for the three months ended June 30, 2015, compared with $19.8 million, or 21.7%, of total revenues and $8.8 million, or 24.2% of total segment income from operations for the comparable period in 2014. For the six months ended June 30, 2015, our Merchant Acquiring business accounted for $41.3 million, or 22.4% of total revenues and $19.0 million or 25.5% of total segment income from operations compared with $39.1 million, or 21.9%, of total revenues and $17.2 million, or 24.3%, of total segment income from operations for the six months ended June 30, 2014.

Payment Processing. Payment Processing revenue comprises income related to providing financial institutions access to the ATH network and other card networks, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. Payment Processing revenue also includes income from card processing services for debit or credit issuers, such as credit and debit card processing, authorization and settlement and fraud monitoring and control services; payment processing services such as payment and billing products for merchants, businesses and financial institutions and EBT; which principally consists of services to the Puerto Rico government for the delivery of government benefits to participants. Payment products include electronic check processing, automated clearing house (“ACH”), lockbox, interactive voice response and web-based payments through personalized websites, among others.

We generally enter into one to five year contracts with our private payment processing clients and one year contracts with our government payment processing clients. For ATH network and processing services, revenue is driven mainly by the number of transactions processed. Revenue is derived mainly from network fees, transaction switching and processing fees, and leasing of POS devices. For card issuer processing, revenue is dependent mostly upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenue is derived mainly from the number of beneficiaries on file.

Payment Processing accounted for $26.8 million, or 28.7%, of total revenues and $14.5 million, or 38.6%, of total segment income from operations for the three months ended June 30, 2015, compared with $26.6 million, or 29.1%, of total revenues and $15.3 million, or 42.3%, of total segment income from operations for the three months ended June 30, 2014. For the six months ended June 30, 2015, our Payment Processing business accounted for $53.1 million, or 28.8%, of total revenues and $28.2 million, or 37.9%, of total segment income from operations, compared with $51.8 million, or 29.0%, of total revenues and $30.0 million, or 42.4%, of total segment income from operations for the six months ended June 30, 2014.

Business Solutions. Business Solutions revenue consists of income from a full suite of business process management solutions including core bank processing, network hosting and management, IT consulting services, business process outsourcing, item and cash processing, and fulfillment. We generally enter into one to five year contracts with our private Business Solutions clients and one year contracts with our government Business Solutions clients.

In addition, we are a reseller of hardware and software products and these resale transactions are generally one-time transactions. Revenue from sales of hardware or software products is recognized once the following four criteria are met: (i) evidence of an agreement exists, (ii) delivery and acceptance has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collection of the selling price is reasonably assured or probable, as applicable.

Business Solutions accounted for $45.3 million, or 48.6%, of total revenues and $13.5 million, or 35.8%, of total segment income from operations for the three months ended June 30, 2015, compared with $44.9 million, or 49.1%, of total revenues and $12.1 million, or 33.5%, of total segment income from operations for the three months ended June 30, 2014. For the six months ended June 30, 2015, Business Solutions accounted for $90.2 million, or 48.9%, of total revenues and $27.2 million, or 36.6%, of total segment income from operations, compared with $87.8 million, or 49.1%, of total revenues and $23.5 million, or 33.3%, of total segment income from operations for the six months ended June 30, 2014.

 

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Cost of revenues. This caption includes the costs directly associated with providing services to customers, as well as product and software sales, including software licensing and maintenance costs; telecommunications costs; personnel and infrastructure costs to develop and maintain applications, operate computer networks and provide associated customer support, and other operating expenses.

Selling, general and administrative. This caption consists mainly of salaries, wages and related expenses paid to sales personnel, administrative employees and management, advertising and promotional costs, audit and legal fees, and other selling expenses.

Depreciation and amortization. This caption consists of our depreciation and amortization expense. Following the completion of the Merger, our depreciation and amortization expense increased as a result of the purchase price allocation adjustments to reflect the fair market value and revised useful life assigned to property and equipment and intangible assets in connection with the Merger.

Results of Operations

The following tables set forth certain consolidated financial information for the three and six months ended June 30, 2015 and 2014. The following tables and discussion should be read in conjunction with the information contained in our unaudited consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

Comparison of the three months ended June 30, 2015 and 2014

The following tables present the components of our unaudited consolidated statements of income and comprehensive income by business segment and the change in those amounts for the three months ended June 30, 2015 and 2014.

Revenues

 

     Three months ended June 30,                
(Dollar amounts in thousands)    2015      2014      Variance  

Merchant Acquiring, net

   $ 21,165       $ 19,827       $ 1,338         7

Payment Processing

     26,759         26,618         141         1

Business Solutions

     45,317         44,888         429         1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 93,241       $ 91,333       $ 1,908         2
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues for the three months ended June 30, 2015 increased by $1.9 million or 2% as compared to the corresponding 2014 period, driven by revenue growth across all our lines of business.

Merchant Acquiring revenue growth as compared to the same period last year was due mainly to an increase in sales volumes. The increase in sales volume is the result of an income tax amnesty established by the Puerto Rico government to pay past due taxes during the second quarter of 2015, offset by lower volumes for gas station and utilities led by lower oil prices.

Payment Processing revenue growth was driven mainly by an increase in transaction volumes. Revenue growth was mainly driven by an increase in transactions in our ATH debit network and processing business and higher accounts on file within our credit card business. Such increase was offset by a revenue recognized during the second quarter of 2014, for services provided related to a Department of Education program, while in 2015 this service was not provided.

Business Solutions revenues increase is mainly related to our core banking business due to new services and an increase in volume for existing services primarily related to the acquisition of a bank by one of our main customers in Puerto Rico. The increase was partially offset by a decrease in hardware and software sales.

 

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Operating costs and expenses

 

     Three months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Cost of revenues, exclusive of depreciation and amortization shown below

   $ 40,665       $ 39,051       $ 1,614         4

Selling, general and administrative expenses

     8,948         10,463         (1,515      -14 %

Depreciation and amortization

     16,006         16,390         (384      -2
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

   $ 65,619       $ 65,904       $ (285      0
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses for the three months ended June 30, 2015 decreased $0.3 million as compared to the corresponding 2014 period.

Cost of revenues increase was mainly due to higher compensation expense, caused mainly by the share-based compensation plan established at the end of the first quarter of 2015.

Selling, general and administrative expenses decrease was due primarily to a decrease in professional fees as a result of the debt offering during the second quarter of 2014 which was withdrawn.

Depreciation and amortization expense decrease is related primarily to lower equipment depreciation expense.

Income from operations

The following table presents income from operations by reportable segments.

 

     Three months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Segment income from operations

           

Merchant Acquiring, net

   $ 9,626       $ 8,777       $ 849         10

Payment Processing

     14,511         15,314         (803      -5

Business Solutions

     13,467         12,113         1,354         11
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment income from operations

     37,604         36,204         1,400         4

Merger related depreciation and amortization and other unallocated expenses (1)

     (9,982      (10,775      793         7
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from operations

   $ 27,622       $ 25,429       $ 2,193         9
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

Income from operations for the three months ended June 30, 2015 increased $2.2 million or 9% compared with to the corresponding 2014 period. The increase in income from operations was the result of the aforementioned factors affecting our revenues and operating costs and expenses.

See Note 11 of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on the Company’s reportable segments and for a reconciliation of income from operations to net income.

 

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Non-operating income (expenses)

 

     Three months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Non-operating income (expenses)

           

Interest income

   $ 127       $ 79       $ 48         61

Interest expense

     (6,210      (6,501      291         4

Earnings of equity method investment

     84         343         (259      -76

Other income

     764         385         379         101
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-operating expenses

   $ (5,235    $ (5,694    $ 458         8
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-operating expenses for the three months ended June 30, 2015 decreased $0.5 million compared with the corresponding 2014 period. This decrease in non-operating expenses was mostly a result of a decrease in interest expense due to lower balance outstanding and a decrease in earnings from the equity method investment.

Income tax expense

Income tax expense for the three months ended June 30, 2015 amounted to $2.1 million compared with an income tax expense of $2.0 million in the prior year period, mainly as a result of an increase in taxable income.

See Note 7 of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding income taxes.

Comparison of the six months ended June 30, 2015 and 2014

The following tables present the components of our unaudited consolidated statements of income and comprehensive income by business segment and the change in those amounts for the six months ended June 30, 2015 and 2014.

Revenues

 

     Six months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Merchant Acquiring, net

   $ 41,256       $ 39,118       $ 2,138         5

Payment Processing

     53,136         51,843         1,293         2

Business Solutions

     90,181         87,805         2,376         3
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 184,573       $ 178,766       $ 5,808         3
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues for the six months ended June 30, 2015 increased $5.8 million or 3% compared with the corresponding 2014 period, driven by revenue growth across all our lines of business.

Merchant Acquiring revenue growth was primarily a result of an increase in sales volumes due to the same trends explained above for the quarter.

Payment Processing revenue growth was driven mainly by an increase in transactions volumes due to the same trends explained above for the quarter.

Business Solutions revenues increase is primarily due to the reasons explained above for the quarter, coupled with an increase in hardware and software sales, partially offset by lower IT Consulting and IT management services.

 

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Operating costs and expenses

 

     Six months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Cost of revenues, exclusive of depreciation and amortization shown below

   $ 80,460       $ 76,919       $ 3,541         5

Selling, general and administrative expenses

     16,651         18,525         (1,874      -10 %

Depreciation and amortization

     32,834         33,004         (170      -1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses

   $ 129,945       $ 128,448       $ 1,497         1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating costs and expenses for the six months ended June 30, 2015 increased $1.5 million or 1% as compared with the corresponding 2014 period.

Cost of revenue increase was due mainly to the share-based compensation increase coupled with higher cost of sales incurred as a result of the aforementioned increase in hardware and software sales.

Selling, general and administrative expenses decrease was mainly due to a decrease in professional fees primarily related to the withdrawn debt refinancing transaction as mentioned above.

Depreciation and amortization expense for the six months ended June 30, 2015 decreased $0.2 million or 1% compared with the corresponding 2014 period.

Income from operations

The following table presents income from operations by reportable segments.

 

     Six months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Segment income from operations

           

Merchant Acquiring, net

   $ 19,017       $ 17,181       $ 1,836         11

Payment Processing

     28,220         30,031         (1,811      -6

Business Solutions

     27,241         23,537         3,704         16
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment income from operations

     74,478         70,749         3,730         5

Merger related depreciation and amortization and other unallocated expenses (1)

     (19,850      (20,431      581         3
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from operations

   $ 54,628       $ 50,318       $ 4,311         9
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

Income from operations for the six months ended June 30, 2015 increased $4.3 million or 9% as compared to the corresponding 2014 period. The increase in income from operations was the result of the aforementioned factors affecting revenues and operating costs and expenses.

See Note 11 of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on the Company’s reportable segments and for a reconciliation of income from operations to net income.

 

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Non-operating income (expenses)

 

     Six months ended June 30,         
(Dollar amounts in thousands)    2015      2014      Variance  

Non-operating income (expenses)

           

Interest income

   $ 231       $ 154       $ 77         50

Interest expense

     (12,411      (13,410      999         7

Earnings of equity method investment

     199         664         (465      -70

Other income

     1,049         2,376         (1,327      56
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-operating expenses

   $ (10,932    $ (10,216    $ (717      -7
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-operating expenses for the six months ended June 30, 2015 increased $0.7 million compared with the corresponding 2014 period. The increase is mainly due to lower other income as a result of lower foreign currency exchange gains related to the translation of an intercompany loan with our Costa Rica subsidiary as well as lower gains on purchases of local currency.

Income tax expense

Income tax expense for the six months ended June 30, 2014 amounted to $4.4 million compared with an income tax expense of $4.1 million for the corresponding 2014 period. The increase in income tax expense is a result of an increase in taxable income.

See Note 7 of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding income taxes.

Liquidity and Capital Resources

Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of capital expenditures and working capital needs. We also have a $100.0 million revolving credit facility, of which $96.0 million was available as of June 30, 2015.

At June 30, 2015, we had cash of $38.8 million, of which $26.3 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 such 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.

Our primary use of cash is for operating expenses, working capital requirements, capital expenditures, dividend payments and debt service.

Based on our current level of operations, we believe our cash flows from operations and the available senior secured revolving credit facility will be adequate to meet our liquidity needs for the next twelve months. However, our ability to fund future operating expenses, dividend payments and capital expenditures 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 will be affected by general economic, financial and other factors beyond our control.

 

     Six months ended June 30,  
(Dollar amounts in thousands)    2015      2014  

Cash provided by operating activities

   $ 76,725       $ 67,537   

Cash used in investing activities

     (15,938      (9,495

Cash used in financing activities

     (54,064      (52,696
  

 

 

    

 

 

 

Increase in cash

   $ 6,723       $ 5,346   
  

 

 

    

 

 

 

Net cash provided by operating activities for the six months ended June 30, 2015 was $76.7 million compared with cash provided by operating activities of $67.5 million for the corresponding 2014 period. The increase of $9.2 million was mainly driven by higher income from operations and a decrease in accounts receivable.

 

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Net cash used in investing activities for the six months ended June 30, 2015 was $15.9 million compared with $9.5 million for the corresponding period in 2014. The increase was mainly attributable to higher purchases of property and equipment in the 2015 period.

Net cash used in financing activities for the six months ended June 30, 2015 was $54.1 million as compared with $52.7 million for the corresponding 2014 period. Increase in cash used in financing activities is due to $10.0 million used to repurchase our common stock offset by lower short term repayments of $8.0 million as compared to last year.

Capital Resources

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to property and equipment. We invested approximately $15.4 million and $9.7 million for the six months ended June 30, 2015 and 2014, respectively. Capital expenditures are expected to be funded by cash flow from operations and, if necessary, borrowings under our revolving credit facility.

Dividend Payments

We currently have a policy under which we pay a regular quarterly dividend on our common stock, subject to the declaration thereof by our Board each quarter. On February 18, 2015, our Board declared a quarterly cash dividend of $0.10 per share of common stock, which was paid on March 19, 2015 to stockholders of record as of February 2, 2015.

On May 6, 2015, our Board declared a quarterly cash dividend of $0.10 per share of common stock. The cash dividend of $0.10 per share was paid on June 5, 2015 to stockholders of record as of close of business on May 18, 2015.

On August 5, 2015, our Board declared a quarterly cash dividend of $0.10 per share of common stock. The cash dividend of $0.10 per share will be paid on September 3, 2015 to stockholders of record as of close of business on August 17, 2015.

Financial Obligations

Senior Secured Credit Facilities

Term A Loan

As of June 30, 2015, the unpaid principal balance of the Term A Loan was $270.0 million. The Term A Loan requires principal payments on the last business day of each quarter equal to (a) 1.250% of the original principal amount commencing on September 30, 2013 through June 30, 2016; (b) 1.875% of the original principal amount from September 30, 2016 through June 30, 2017; (c) 2.50% of the original principal amount from September 30, 2017 through March 31, 2018; and (d) the remaining outstanding principal amount on the maturity of the Term A Loan on April 17, 2018. For the six months ended June 30, 2015, the Company made principal payments amounting to $7.5 million on the Term A Loan. Interest is based on EVERTEC Group’s first lien secured net leverage ratio and payable at a rate equal to, at the Company’s option, either (a) LIBOR plus an applicable margin ranging from 2.00% to 2.50% or (b) Base Rate, as defined in our 2013 Credit Agreement, plus an applicable margin ranging from 1.00% to 1.50%. The Term A Loan has no LIBOR or Base Rate minimum or floor.

Term B Loan

As of June 30, 2015, the unpaid principal balance of the Term B Loan was $392.0 million. The Term B Loan requires principal payments on the last business day of each quarter equal to 0.250% of the original principal amount commencing on September 30, 2013 and the remaining outstanding principal amount on the maturity of the Term B Loan on April 17, 2020. For the six months ended June 30, 2015, the Company made principal payments amounting to $2.0 million on the Term B Loan. Interest is based on EVERTEC Group’s first lien secured net leverage ratio and payable at a rate equal to, at the Company’s option, either (a) LIBOR plus an applicable margin ranging from 2.50% to 2.75%, or (b) Base Rate plus an applicable margin ranging from 1.50% to 1.75%. The LIBOR and Base Rate are subject to floors of 0.75% and 1.75%, respectively.

Revolving Credit Facility

The revolving credit facility has a balance up to $100.0 million, with an interest rate on loans calculated the same as the applicable Term A Loan rate. The facility matures on April 17, 2018 and has a “commitment fee” payable one business day after the last business day of each quarter calculated based on the daily unused commitment during the preceding quarter. The commitment fee for the unused portion of this facility ranges from 0.125% to 0.375% based on EVERTEC Group’s first lien secured net leverage ratio. As of June 30, 2015, the outstanding balance of the revolving credit facility was $4.0 million. For the six months ended June 30, 2015, the Company made payments amounting to $19.0 million on the revolving credit facility.

 

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All loans may be prepaid without premium or penalty. The new senior secured credit facilities allow EVERTEC Group to obtain, on an uncommitted basis at the sole discretion of participating lenders, an incremental amount of term loan and/or revolving credit facility commitments not to exceed the greater of (i) $200.0 million and (ii) maximum amount of debt that would not cause EVERTEC Group’s pro forma first lien secured net leverage ratio to exceed 4.25 to 1.00.

The senior secured revolving credit facility is available for general corporate purposes and includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings. All obligations under the new senior secured credit facilities are unconditionally guaranteed by Holdings and, subject to certain exceptions, each of EVERTEC Group’s existing and future wholly-owned subsidiaries. All obligations under the new senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of EVERTEC Group’s assets and the assets of the guarantors, subject to certain exceptions.

See Note 4 of the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.

Note payable

In December 2014 and June 2015, EVERTEC entered into a non-interest bearing $4.6 million and $1.1 million, respectively, financing agreements to purchase certain softwares. The notes will be repaid over a 36-month term. As of June 30, 2015 the outstanding principal balance of the notes payable is $5.0 million. The current portion of these notes is recorded as part of accounts payable and the long-term portion is included in other long-term liabilities.

Covenant Compliance

The credit facilities contain various restrictive covenants. The Term A Loan and the revolving facility (subject to certain exceptions) require EVERTEC Group to maintain on a quarterly basis a specified maximum senior secured leverage ratio of up to 6.60 to 1.00 as defined in the 2013 Credit Agreement (total first lien senior secured debt to Adjusted EBITDA). In addition, the 2013 Credit Agreement, among other things: (a) limits EVERTEC Group’s ability and the ability of its subsidiaries to incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; (b) restricts EVERTEC Group’s ability to enter into agreements that would limit the ability of its subsidiaries to pay dividends or make certain payments to its parent company; and (c) places restrictions on EVERTEC Group’s ability and the ability of its subsidiaries to merge or consolidate with any other person or sell, assign, transfer, convey or otherwise dispose of all or substantially all of their assets. However, all of the covenants in these agreements are subject to significant exceptions. As of June 30, 2015, the senior secured leverage ratio was 3.4 to 1.00 and we were in compliance with the applicable restrictive covenants under the 2013 Credit Agreement.

In this Quarterly Report on Form 10-Q, we refer to the term “Adjusted EBITDA” to mean EBITDA as so defined and calculated for purposes of determining compliance with the senior secured leverage ratio based on the financial information for the last twelve months at the end of each quarter.

Net Income Reconciliation to EBITDA, Adjusted EBITDA and Adjusted Net Income

We define “EBITDA” as earnings before interest, taxes, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted to exclude unusual items and other adjustments described below. We define “Adjusted Net Income” as net income adjusted to exclude unusual items and other adjustments described below.

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 companies in our industry. In addition, our presentation of Adjusted EBITDA is 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 senior secured leverage ratio. We use Adjusted Net Income to measure our overall profitability because it better reflects our cash flows generation by capturing the actual cash taxes paid rather than our tax expense as calculated under GAAP and excludes the impact of the non-cash amortization and depreciation that was created as a result of the Merger. In evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, 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.

 

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Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted Net Income 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 and Adjusted Net Income or may calculate EBITDA, Adjusted EBITDA and Adjusted Net Income differently than as presented in this Report, limiting their usefulness as a comparative measure.

EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income 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 Net Income 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.

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

 

(Dollar amounts in thousands)    Three months ended
June 30, 2015
    Six months ended
June 30, 2015
    Twelve months ended
June 30, 2015
    Three months ended
June 30, 2014
    Six months ended
June 30, 2014
 

Net income

   $ 20,267      $ 39,330      $ 70,883      $ 17,773      $ 35,979   

Income tax expense

     2,120        4,366        7,821        1,962        4,123   

Interest expense, net

     6,083        12,180        24,677        6,422        13,256   

Depreciation and amortization

     16,006        32,834        65,818        16,390        33,004   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     44,476        88,710        169,199        42,547        86,362   

Software maintenance reimbursement and other costs(1)

     455        929        2,068        563        1,109   

Equity income (2)

     (9     (199     (676     (15     (338

Compensation and benefits (3)

     1,831        2,664        7,891        437        925   

Transaction, refinancing and other non-recurring fees (4)

     411        732        6,146        1,999        2,516   

Purchase accounting (5)

     (9     (12     261        (8     173   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     47,155        92,824        204,998        45,523        90,747   

Operating depreciation and amortization(6)

     (6,638     (14,099     (28,853     (7,281     (14,764

Cash interest expense, net (7)

     (5,309     (10,642     (21,583     (5,655     (11,410

Cash income taxes (8)

     (981     (3,601     (4,175     (402     (402
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income

   $ 34,227      $ 64,482      $ 130,278      $ 32,185      $ 64,171   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income per common share:

          

Basic

   $ 0.44      $ 0.83        $ 0.41      $ 0.82   

Diluted

   $ 0.44      $ 0.83        $ 0.41      $ 0.81   

Shares used in computing adjusted net income per common share:

          

Basic

     77,457,322        77,631,339          78,410,554        78,393,042   

Diluted

     77,697,861        77,780,202          79,199,964        79,204,642   

 

(1)  Primarily represents reimbursements received for certain software maintenance expenses as part of the Merger.
(2)  Represents the elimination of non-cash equity earnings from our 19.99% equity investment in CONTADO, net of cash dividends received.
(3)  Primarily represents non-cash equity based compensation expense.
(4)  Represents fees and expenses associated with non-recurring fees and corporate transactions, including costs related to the CEO succession in the fourth quarter of 2014 and fees associated with the withdrawn senior secured notes offerings in the second quarter of 2014.
(5)  Represents the elimination of the effects of purchase accounting in connection with certain software related arrangements where EVERTEC receives reimbursements from Popular.
(6)  Represents operating depreciation and amortization expense which excludes amortization generated as a result of the Merger.
(7)  Represents interest expense, less interest income, as they appear on our consolidated statement of income and comprehensive income, adjusted to exclude non-cash amortization of the debt issuance costs, premium and accretion of discount and other adjustments related to interest expense.
(8) Represents cash taxes paid.

 

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Off Balance Sheet Arrangements

In the ordinary course of business the Company may enter into commercial commitments. As of June 30, 2015, we had an outstanding letter of credit of $0.9 million with a maturity of less than three months. Also, as of June 30, 2015 we had an off balance sheet item of $4.2 million related to the unused amount of the windfall tax benefit that is available to offset future taxable income.

See Note 7 of the Unaudited Consolidated Financial Statements within Item I of this Quarterly Report on Form 10-Q for additional information related to this off balance sheet item.

Seasonality

Our payment businesses generally experiences increased activity during the traditional holiday shopping periods and around other nationally recognized holidays.

Effect of Inflation

While inflationary increases in certain input costs, such as occupancy, labor and benefits, and general administrative costs, have an impact on our operating results, inflation has had minimal net effect on our operating results during the last three years as overall inflation has been offset by increased selling process and cost reduction actions. We cannot assure you, however, that we will not be affected by general inflation in the future.

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. Market risk is the potential loss arising from adverse changes in market rates and prices.

Interest rate risks

We issued floating-rate debt which is subject to fluctuations in interest rates. Our senior secured credit facilities accrue interest at variable rates and only the Term B Loan is subject to floors or minimum rates. A 100 basis point increase in interest rates over our floor(s) on our debt balances outstanding as of June 30, 2015 under the senior secured credit facilities would increase our annual interest expense by approximately $6.6 million, excluding the revolving credit facility. 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.

Foreign exchange risk

We conduct business in certain countries in Latin America. Some of this business is conducted in the countries’ local currencies. The resulting foreign currency translation adjustments, from operations for which the functional currency is other than the U.S. dollar, are reported in accumulated other comprehensive (loss) income in the unaudited consolidated balance sheet, except for highly inflationary environments in which the effects would be included in Other operating income in the consolidated statements of income and comprehensive (loss) income. At June 30, 2015, the Company had $0.8 million in a favorable foreign currency translation adjustment as part of accumulated other comprehensive (loss) income compared with an unfavorable foreign currency translation adjustment of $6.5 million at December 31, 2014.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company, under the direction of the Chief Executive Officer and the Chief Financial Officer, has established disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2015, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

 

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Changes in Internal Control Over Financial Reporting

There have not been any 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 June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

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

In addition to the risk factors previously disclosed under Item 1A. of the Company’s 2014 Form 10-K, investors should consider the following updated risk:

Rating downgrades on the Government of Puerto Rico’s debt obligations could slow the Puerto Rico economy and affect consumer spending

In February 2014, the principal nationally recognized statistical rating organizations downgraded the general-obligation bonds of the Commonwealth of Puerto Rico and other obligations of Puerto Rico instrumentalities to non-investment grade categories. The downgrades are based mostly on concerns about financial flexibility and a reduced capacity to borrow in the financial markets. If the government is unable to access the capital markets to place new debt or roll its upcoming maturities, the government may reduce spending, impose new taxes, and take other actions which could slow the economy. A prolonged recession or future fiscal measures may also impact our business. The continuing challenging economic environment could affect our customer base, depress general consumer spending, and lengthen the government’s payments, thus increasing our government accounts receivables; these outcomes, if realized, could have a material adverse effect on our business, financial condition and results of operations.

Further ratings downgrades for the Commonwealth of Puerto Rico and its instrumentalities (collectively the “Government”) have occurred since then and there continues to be significant doubt regarding the Government’s liquidity and its ability to pay outstanding debt obligations. Certain measures have been taken to attend the fiscal crisis, including an increase in the sales tax rate and several spending cuts. Furthermore, the Government has shown indications that it might not be able to make certain scheduled payments on bonds. On August 3, 2015, the Government defaulted for the first time on the Public Finance Corporation bonds and only made a partial interest payment on that obligation. In addition, the Government halted deposits into the fund that pays its general obligation bonds, although has expressed its intentions to deposit the funds on time to comply with scheduled payments. The Government has expressed its intention to continue taking actions to improve the liquidity of the General Fund and is attempting to renegotiate some terms of certain outstanding bonds.

At June 30, 2015, the Company has no direct exposure to the Puerto Rico government, instrumentalities or municipalities’ debt obligations. The Company has accounts receivable with the Puerto Rico government and its agencies amounting to $17.4 million as of June 30, 2015.

The foregoing risk and the risks described in our 2014 Form 10-K and elsewhere in this report 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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes repurchases of the Company’s common stock in the six month period ended June 30, 2015:

 

Period

   Total number
of shares
purchased
     Average
price paid
per share
     Total number of shares
purchased as part of a publicly
announced program
     Approximate dollar value of
shares that may yet be
purchased under the program
 

1/1/2015 - 3/31/2015 (1)

     452,175         22.114         452,175       $ 40,000,000   
  

 

 

    

 

 

    

 

 

    

Total

     452,175       $ 22.114         452,175      
  

 

 

    

 

 

    

 

 

    

 

(1)  On September 24, 2014, the Company announced a stock repurchase program authorizing the purchase of up to $75 million of the Company’s common stock over the next twelve months.

Item 3. Defaults Upon Senior Securities

None.

 

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Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

None.

 

Item 6. Exhibits

 

10.49*+   Amendment No. 1 to the Amended and Restated Employment Agreement, dated as of April 1, 2015, by and between EVERTEC Group, LLC and Morgan M. Schuessler, Jr.
10.50*+   Restricted Stock Unit Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of April 1, 2015, by and between EVERTEC, Inc. and Morgan M. Schuessler, Jr.
10.51*+   Restricted Stock Unit Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of April 1, 2015, by and between EVERTEC, Inc. and Morgan M. Schuessler, Jr.
10.52*+   Employment Agreement, dated as of May 25, 2015, by and between EVERTEC Group, LLC and Mariana Lischner Goldvarg.
10.53*+   Restricted Stock Unit Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Mariana Lischner Goldvarg.
10.54*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Frank G. D’Angelo.
10.55*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Alan H. Schumacher.
10.56*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Brian J. Smith.
10.57*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Jorge Junquera.
10.58*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Olga Botero.
10.59*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Teresita Loubriel.
10.60*+   Restricted Stock Award Agreement under the EVERTEC, Inc. 2013 Equity Incentive Plan, dated as of June 1, 2015, by and between EVERTEC, Inc. and Thomas W. Swidarski.
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***   Instance document
101.SCH XBRL***   Taxonomy Extension Schema
101.CAL XBRL***   Taxonomy Extension Calculation Linkbase
101.DEF XBRL***   Taxonomy Extension Definition Linkbase
101.LAB XBRL***   Taxonomy Extension Label Linkbase
101.PRE XBRL***   Taxonomy Extension Presentation Linkbase

 

* Filed herewith.

 

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** Furnished herewith.
*** Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
+ This exhibit is a management contract or compensatory plan or arrangement.

 

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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: August 7, 2015

    By:   /s/ Morgan Schuessler
      Morgan Schuessler
      Chief Executive Officer

 

Date: August 7, 2015

    By:   /s/ Juan J. Román
      Juan J. Román
      Chief Financial Officer

 

33

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