Nuvei reports in U.S. dollars and in
accordance with International Financial Reporting Standards
("IFRS")
MONTREAL, Aug. 6, 2024
/PRNewswire/ -- Nuvei Corporation ("Nuvei" or the "Company")
(Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today
reported its financial results for the three and six months ended
June 30, 2024.
Financial Highlights for the Three Months Ended
June 30, 2024 Compared to
2023:
- Total volume(a) increased by 22% to $61.7 billion from $50.6
billion;
- Revenue increased by 13% to $345.5
million from $307.0
million;
- Net income decreased by 54% to $5.3
million from $11.6
million;
- Adjusted EBITDA(b) increased by 6% to $116.8 million from $110.3
million;
- Adjusted net income(b) increased by 8% to
$62.6 million from $58.1 million;
- Net income per diluted share decreased to $0.02 from $0.07;
- Adjusted net income per diluted share(b) increased
by 5% to $0.41 from $0.39;
- Adjusted EBITDA less capital expenditures(b)
increased to $96.4 million from
$95.9 million.
Financial Highlights for the Six Months Ended June 30, 2024 Compared to 2023:
- Total volume(a) increased by 31% to $121.8 billion from $93.0
billion;
- Revenue increased 21% to $680.6
million from $563.5
million;
- Net income decreased by 84% to $0.5
million from $3.3
million;
- Adjusted EBITDA(b) increased by 12% to $231.6 million from $206.6
million;
- Adjusted net income(b) increased by 2% to
$125.1 million from $122.5 million;
- Net loss per diluted share was $0.02 compared to net income per diluted share of
$0.00;
- Adjusted net income per diluted share(b) was stable
at $0.83;
- Adjusted EBITDA less capital expenditures(b)
increased by 9% to $195.5 million
from $179.5 million; and,
- Cash dividends declared were $28.2
million.
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(a) Total
volume does not represent revenue earned by the Company, but rather
the total dollar value of transactions processed by merchants under
contractual agreement with the Company. See "Non-IFRS and Other
Financial Measures".
|
|
(b) Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted net income, Adjusted net income per diluted share
and Adjusted EBITDA less capital expenditures are non-IFRS measures
and non-IFRS ratios. These measures are not recognized measures
under IFRS and do not have standardized meanings prescribed by IFRS
and therefore may not be comparable to similar measures presented
by other companies. See "Non-IFRS and Other Financial
Measures".
|
Proposed take private transaction
As previously announced, on April 1,
2024 the Company entered into a definitive arrangement
agreement to be taken private by Advent International ("Advent"),
one of the world's largest and most experienced global private
equity investors, as well as a longstanding sponsor in the payments
space, alongside existing Canadian shareholders Philip Fayer, certain investment funds managed
by Novacap Management Inc. and Caisse de dépôt et placement du
Québec, in an all-cash transaction which values the Company at an
enterprise value of approximately $6.3
billion (the "Proposed transaction"). Advent will acquire
all the issued and outstanding Subordinate Voting Shares and any
Multiple Voting Shares (collectively the "Shares") that are not
Rollover Shares1, for a price of $34.00 per Share, in cash. This price represents
an attractive and significant premium of approximately 56% to the
closing price of the Subordinate Voting Shares on the Nasdaq Global
Select Market ("Nasdaq") on March 15,
2024, the last trading day prior to media reports concerning
a potential transaction involving the Company, and a premium of
approximately 48% to the 90-day volume weighted average trading
price per Subordinate Voting Share as of such date.
The Proposed transaction will be implemented by way of a
statutory plan of arrangement under the Canada Business
Corporations Act. The Proposed transaction was approved by
shareholders at a special meeting held on June 18, 2024 and received court approval on
June 20, 2024. The proposed
transaction remains subject to customary closing conditions,
including receipt of key regulatory approvals (a number of which
were received and/or for which the waiting period has expired as of
the date hereof, with several approvals remaining outstanding), is
not subject to any financing condition and, assuming the timely
receipt of all required key regulatory approvals, is expected to
close in late 2024 or the first quarter of 2025.
Following completion of the transaction, it is expected that the
Subordinate Voting Shares will be delisted from each of the Toronto
Stock Exchange and the Nasdaq and that Nuvei will cease to be a
reporting issuer in all applicable Canadian jurisdictions and will
deregister the Subordinate Voting Shares with the U.S. Securities
and Exchange Commission (the "SEC").
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1
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Philip Fayer, Novacap
and CDPQ (together with entities they control directly or
indirectly, collectively, the "Rollover Shareholders") have agreed
to roll approximately 95%, 65% and 75%, respectively, of their
Shares (the "Rollover Shares") and are expected to receive in
aggregate approximately US$560 million in cash for the Shares sold
on closing. Philip Fayer, Novacap and CDPQ are expected to
indirectly own or control approximately 24%, 18% and 12%,
respectively, of the equity in the resulting private company.
Percentages and amount of expected cash proceeds are based on
current assumed cash position and are subject to change as a result
of cash generated before closing.
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Cash Dividend
Nuvei today announced that its Board of Directors has authorized
and declared a cash dividend of $0.10
per Subordinate Voting Share and Multiple Voting Share, payable on
September 5, 2024 to shareholders of
record on August 20, 2024. The
aggregate amount of the dividend is expected to be approximately
$14 million, to be funded from the
Company's existing cash on hand.
The Company, for the purposes of the Income Tax Act
(Canada) and any similar
provincial or territorial legislation, designates the dividend
declared for the quarter ended June 30,
2024, and any future dividends, to be eligible dividends.
The Company further expects to report such dividends as a dividend
to U.S. shareholders for U.S. federal income tax purposes. Subject
to applicable limitations, dividends paid to certain non-corporate
U.S. shareholders may be eligible for taxation as "qualified
dividend income" and therefore may be taxable at rates applicable
to long-term capital gains. A U.S. shareholder should talk to its
advisor regarding such dividends, including with respect to the
"extraordinary dividend" provisions of the Internal Revenue Code
(US).
The declaration, timing, amount and payment of future dividends
remain at the discretion of the Board of Directors, as more fully
described under the heading "Forward-Looking Information" of this
press release.
Conference Call, Financial Outlook and Growth Targets
In light of the Proposed transaction, Nuvei no longer holds
earnings conference calls or provides its financial outlook or
growth targets.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company
accelerating the business of clients around the world. Nuvei's
modular, flexible and scalable technology allows leading companies
to accept next-gen payments, offer all payout options and benefit
from card issuing, banking, risk and fraud management
services. Connecting businesses to their customers in more than 200
markets, with local acquiring in 50 markets, 150
currencies and 716 alternative payment methods, Nuvei provides the
technology and insights for customers and partners to succeed
locally and globally with one integration.
For more information, visit www.nuvei.com
Non-IFRS and Other Financial Measures
Nuvei's condensed interim consolidated financial statements have
been prepared in accordance with IFRS applicable to the preparation
of interim financial statements, including IAS 34, Interim
Financial Reporting, as issued by the IASB. The information
presented in this press release includes non-IFRS financial
measures, non-IFRS financial ratios and supplementary financial
measures, namely Adjusted EBITDA, Adjusted net income, Adjusted net
income per basic share, Adjusted net income per diluted share,
Adjusted EBITDA less capital expenditures and Total volume. These
measures are not recognized measures under IFRS and do not have
standardized meanings prescribed by IFRS and therefore may not be
comparable to similar measures presented by other companies.
Rather, these measures are provided as additional information to
complement IFRS measures by providing further understanding of our
results of operations from our perspective. Accordingly, these
measures should not be considered in isolation nor as a substitute
for analysis of the Company's financial statements reported under
IFRS. These measures are used to provide investors with additional
insight of our operating performance and thus highlight trends in
Nuvei's business that may not otherwise be apparent when relying
solely on IFRS measures. We also believe that securities analysts,
investors and other interested parties frequently use these
non-IFRS and other financial measures in the evaluation of issuers.
We also use these measures to facilitate operating performance
comparisons from period to period, to prepare annual operating
budgets and forecasts and to determine components of management
compensation. We believe these measures are important additional
measures of our performance, primarily because they and similar
measures are used widely among others in the payment technology
industry as a means of evaluating a company's underlying operating
performance.
Non-IFRS Financial Measures
Adjusted EBITDA: We use Adjusted EBITDA as a means to
evaluate operating performance, by eliminating the impact of
non-operational or non-cash items. Adjusted EBITDA is defined as
net income (loss) before finance costs (recovery), finance income,
depreciation and amortization, income tax expense, acquisition,
integration and severance costs, share-based payments and related
payroll taxes, loss (gain) on foreign currency exchange, and legal
settlement and other.
Adjusted EBITDA less capital expenditures: We use
Adjusted EBITDA less capital expenditures (which we define as
acquisition of intangible assets and property and equipment) as a
supplementary indicator of our operating performance.
Adjusted net income: We use Adjusted net income as
an indicator of business performance and profitability with our
current tax and capital structure. Adjusted net income is defined
as net income (loss) before acquisition, integration and severance
costs, share-based payments and related payroll taxes, loss (gain)
on foreign currency exchange, amortization of acquisition-related
intangible assets, and the related income tax expense or recovery
for these items. Adjusted net income also excludes change in
redemption value of liability-classified common and preferred
shares, change in fair value of share repurchase liability and
accelerated amortization of deferred financing fees and legal
settlement and other.
Non-IFRS Financial Ratios
Adjusted net income per basic share and per diluted
share: We use Adjusted net income per basic share and per
diluted share as an indicator of performance and profitability of
our business on a per share basis. Adjusted net income per basic
share and per diluted share means Adjusted net income less net
income attributable to non-controlling interest divided by the
basic and diluted weighted average number of common shares
outstanding for the period, respectively. The number of share-based
awards used in the diluted weighted average number of common shares
outstanding in the Adjusted net income per diluted share
calculation is determined using the treasury stock method as
permitted under IFRS.
Supplementary Financial Measures
We monitor the following key performance indicators to help us
evaluate our business, measure our performance, identify trends
affecting our business, formulate business plans and make strategic
decisions. Our key performance indicators may be calculated in a
manner that differs from similar key performance indicators used by
other companies.
Total volume: We believe Total volume is an indicator of
performance of our business. Total volume and similar measures are
used widely among others in the payments industry as a means of
evaluating a company's performance. We define Total volume as the
total dollar value of transactions processed in the period by
customers under contractual agreement with us. Total volume does
not represent revenue earned by us. Total volume includes acquiring
volume, where we are in the flow of funds in the settlement
transaction cycle, gateway/technology volume, where we provide our
gateway/technology services but are not in the flow of funds in the
settlement transaction cycle, as well as the total dollar value of
transactions processed relating to APMs and payouts. Since our
revenue is primarily sales volume and transaction-based, generated
from merchants' daily sales and through various fees for
value-added services provided to our customers, fluctuations in
Total volume will generally impact our revenue.
Forward-Looking Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "Forward-looking
information") within the meaning of applicable securities laws.
Such forward-looking information may include, without limitation,
information with respect to our objectives and the strategies to
achieve these objectives, as well as information with respect to
our beliefs, plans, expectations, anticipations, estimates and
intentions. This forward-looking information is identified by the
use of terms and phrases such as "may", "would", "should", "could",
"expect", "intend", "estimate", "anticipate", "plan", "foresee",
"believe", or "continue", the negative of these terms and similar
terminology, including references to assumptions, although not all
forward-looking information contains these terms and phrases.
Particularly, information regarding our expectations of future
results, performance, achievements, prospects or opportunities or
the markets in which we operate, expectations regarding industry
trends and the size and growth rates of addressable markets, our
business plans and growth strategies, addressable market
opportunity for our solutions, expectations regarding growth and
cross-selling opportunities and intention to capture an increasing
share of addressable markets, the costs and success of our sales
and marketing efforts, intentions to expand existing relationships,
further penetrate verticals, enter new geographical markets, expand
into and further increase penetration of international markets,
intentions to selectively pursue and successfully integrate
acquisitions, and expected acquisition outcomes, cost savings,
synergies and benefits, including with respect to the acquisition
of Paya, future investments in our business and anticipated capital
expenditures, our intention to continuously innovate, differentiate
and enhance our platform and solutions, expected pace of ongoing
legislation of regulated activities and industries, our competitive
strengths and competitive position in our industry, and
expectations regarding our revenue, revenue mix and the revenue
generation potential of our solutions and expectations regarding
our margins and future profitability, as well as statements
regarding the Proposed transaction with Advent International L.P.,
alongside existing Canadian shareholders Philip Fayer, certain investment funds managed
by Novacap Management Inc., and Caisse de dépôt et placement du
Québec, including the proposed timing and various steps
contemplated in respect of the transaction and statements regarding
the plans, objectives, and intentions of Philip Fayer, certain investment funds managed
by Novacap Management Inc., Caisse de dépôt et placement du Québec
or Advent, are forward-looking information. Economic and
geopolitical uncertainties, including regional conflicts and wars,
including potential impacts of sanctions, may also heighten the
impact of certain factors described herein.
In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information is based on management's beliefs and
assumptions and on information currently available to management,
regarding, among other things, assumptions regarding foreign
exchange rate, competition, political environment and economic
performance of each region where the Company operates and general
economic conditions and the competitive environment within our
industry, including the following assumptions: (a) the Company will
continue to effectively execute against its key strategic growth
priorities, without any material adverse impact from macroeconomic
or geopolitical headwinds on its or its customers' business,
financial condition, financial performance, liquidity or any
significant reduction in demand for its products and services, (b)
the economic conditions in our core markets, geographies and
verticals, including resulting consumer spending and employment,
remaining at close to current levels, (c) assumptions as to foreign
exchange rates and interest rates, including inflation, (d) the
Company's continued ability to manage its growth effectively, (e)
the Company's ability to continue to attract and retain key talent
and personnel required to achieve its plans and strategies,
including sales, marketing, support and product and technology
operations, in each case both domestically and internationally, (f)
the Company's ability to successfully identify, complete, integrate
and realize the expected benefits of past and recent acquisitions
and manage the associated risks, as well as future acquisitions,
(g) the absence of adverse changes in legislative or regulatory
matters, (h) the Company's continued ability to upskill and modify
its compliance capabilities as regulations change or as the Company
enters new markets or offers new products or services, (i) the
Company's continued ability to access liquidity and capital
resources, including its ability to secure debt or equity financing
on satisfactory terms, and (j) the absence of adverse changes in
current tax laws. Unless otherwise indicated, forward-looking
information does not give effect to the potential impact of any
mergers, acquisitions, divestitures or business combinations that
may be announced or closed after the date hereof. Although the
forward-looking information contained herein is based upon what we
believe are reasonable assumptions, investors are cautioned against
placing undue reliance on this information since actual results may
vary from the forward-looking information.
Forward-looking information involves known and unknown risks and
uncertainties, many of which are beyond our control, that could
cause actual results to differ materially from those that are
disclosed in or implied by such forward-looking information. These
risks and uncertainties include, but are not limited to, the risk
factors described in greater detail under "Risk Factors" of the
Company's annual information form ("AIF") and the "Risk Factor's"
in the Company's management's discussion and analysis of financial
condition and results of operations for the three months ended
June 30, 2024 ("MD&A"), such as:
risks relating to our business, industry and overall economic
uncertainty; the rapid developments and change in our industry;
substantial competition both within our industry and from other
payments providers; challenges implementing our growth strategy;
challenges to expand our product portfolio and market reach;
changes in foreign currency exchange rates, interest rates,
consumer spending and other macroeconomic factors affecting our
customers and our results of operations; challenges in expanding
into new geographic regions internationally and continuing our
growth within our markets; challenges in retaining existing
customers, increasing sales to existing customers and attracting
new customers; reliance on third-party partners to distribute some
of our products and services; risks associated with future
acquisitions, partnerships or joint-ventures; challenges related to
economic and political conditions, business cycles and credit risks
of our customers, such as wars like the Russia-Ukraine and Middle
East conflicts and related economic sanctions; the
occurrence of a natural disaster, a widespread health epidemic or
pandemic or other similar events; history of net losses and
additional significant investments in our business; our level of
indebtedness; challenges to secure financing on favorable terms or
at all; difficulty to maintain the same rate of revenue growth as
our business matures and to evaluate our future prospects;
inflation; challenges related to a significant number of our
customers being small and medium businesses ("SMBs"); a certain
degree of concentration in our customer base and customer sectors;
compliance with the requirements of payment networks; reliance on,
and compliance with, the requirements of acquiring banks and
payment networks; challenges related to the reimbursement of
chargebacks from our customers; financial liability related to the
inability of our customers (merchants) to fulfill their
requirements; our bank accounts being located in multiple
territories and relying on banking partners to maintain those
accounts; decline in the use of electronic payment methods; loss of
key personnel or difficulties hiring qualified personnel;
deterioration in relationships with our employees; impairment of a
significant portion of intangible assets and goodwill; increasing
fees from payment networks; misappropriation of end-user
transaction funds by our employees; frauds by customers, their
customers or others; coverage of our insurance policies; the degree
of effectiveness of our risk management policies and procedures in
mitigating our risk exposure; the integration of a variety of
operating systems, software, hardware, web browsers and networks in
our services; the costs and effects of pending and future
litigation; various claims such as wrongful hiring of an employee
from a competitor, wrongful use of confidential information of
third parties by our employees, consultants or independent
contractors or wrongful use of trade secrets by our employees of
their former employers; deterioration in the quality of the
products and services offered; managing our growth effectively;
challenges from seasonal fluctuations on our operating results;
changes in accounting standards; estimates and assumptions in the
application of accounting policies; risks associated with less than
full control rights of some of our subsidiaries and investments;
challenges related to our holding company structure; impacts of
climate change; development of AI and its integration in our
operations, as well as risks relating to intellectual property and
technology, risks related to data security incidents, including
cyber-attacks, computer viruses, or otherwise which may result in a
disruption of services or liability exposure; challenges regarding
regulatory compliance in the jurisdictions in which we operate, due
to complex, conflicting and evolving local laws and regulations and
legal proceedings and risks relating to our Subordinate Voting
Shares. These risks and uncertainties further include (but are not
limited to) as concerns the Proposed transaction with Advent, the
failure of the parties to obtain the necessary regulatory approvals
or to otherwise satisfy the conditions to the completion of the
transaction, failure of the parties to obtain such approvals or
satisfy such conditions in a timely manner, significant transaction
costs or unknown liabilities, failure to realize the expected
benefits of the transaction, and general economic conditions.
Failure to obtain the necessary shareholder, regulatory and court
approvals, or the failure of the parties to otherwise satisfy the
conditions to the completion of the transaction or to complete the
transaction, may result in the transaction not being completed on
the proposed terms, or at all. In addition, if the transaction is
not completed, and the Company continues as a publicly-traded
entity, there are risks that the announcement of the Proposed
transaction and the dedication of substantial resources of the
Company to the completion of the transaction could have an impact
on its business and strategic relationships (including with future
and prospective employees, customers, suppliers and partners),
operating results and activities in general, and could have a
material adverse effect on its current and future operations,
financial condition and prospects. Furthermore, in certain
circumstances, the Company may be required to pay a termination fee
pursuant to the terms of the arrangement agreement which could have
a material adverse effect on its financial position and results of
operations and its ability to fund growth prospects and current
operations.
Our dividend policy is at the discretion of the Board. Any
future determination to declare cash dividends on our securities
will be made at the discretion of our Board, subject to applicable
Canadian laws, and will depend on a number of factors, including
our financial condition, results of operations, capital
requirements, contractual restrictions (including covenants
contained in our credit facilities), general business conditions
and other factors that our Board may deem relevant. Further, our
ability to pay dividends, as well as make share repurchases, will
be subject to applicable laws and contractual restrictions
contained in the instruments governing our indebtedness, including
our credit facility. Any of the foregoing may have the result of
restricting future dividends or share repurchases.
Consequently, all of the forward-looking information contained
herein is qualified by the foregoing cautionary statements, and
there can be no guarantee that the results or developments that we
anticipate will be realized or, even if substantially realized,
that they will have the expected consequences or effects on our
business, financial condition or results of operation. Unless
otherwise noted or the context otherwise indicates, the
forward-looking information contained herein represents our
expectations as of the date hereof or as of the date it is
otherwise stated to be made, as applicable, and is subject to
change after such date. However, we disclaim any intention or
obligation or undertaking to update or amend such forward-looking
information whether as a result of new information, future events
or otherwise, except as may be required by applicable law.
Contact:
Investors
Chris Mammone, Head of Investor
Relations
IR@nuvei.com
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Statements of Profit
or Loss and Comprehensive Income or Loss Data
(in thousands of US
dollars except for shares and per share amounts)
|
|
|
Three months
ended
June
30
|
Six months
ended
June
30
|
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
|
Revenue
|
345,478
|
307,026
|
680,587
|
563,524
|
|
Cost of
revenue
|
68,039
|
53,926
|
132,769
|
108,522
|
|
Gross
profit
|
277,439
|
253,100
|
547,818
|
455,002
|
|
Selling, general and
administrative expenses
|
228,492
|
221,755
|
458,593
|
416,373
|
|
Operating
profit
|
48,947
|
31,345
|
89,225
|
38,629
|
|
Finance
income
|
(676)
|
(961)
|
(1,388)
|
(6,336)
|
|
Finance cost
|
29,625
|
29,318
|
59,603
|
47,786
|
|
Net finance
cost
|
28,949
|
28,357
|
58,215
|
41,450
|
|
Loss (gain) on foreign
currency exchange
|
8,555
|
(11,115)
|
17,505
|
(12,513)
|
|
Income before income
tax
|
11,443
|
14,103
|
13,505
|
9,692
|
|
Income tax
expense
|
6,095
|
2,486
|
12,964
|
6,364
|
|
Net
income
|
5,348
|
11,617
|
541
|
3,328
|
|
|
|
|
|
|
Other comprehensive
income (loss), net of tax
|
|
|
|
|
|
Foreign operations –
foreign currency translation
differences
|
1,958
|
(9,068)
|
2,614
|
(4,010)
|
|
Change in fair value
of financial instruments
designated as cash flow hedges
|
1,540
|
—
|
6,559
|
—
|
|
Reclassification of
change in fair value of
financial instruments designated as cash
flow hedges to profit and loss
|
(503)
|
—
|
(1,005)
|
—
|
|
Comprehensive income
(loss)
|
8,343
|
2,549
|
8,709
|
(682)
|
|
Net income attributable
to:
|
|
|
|
|
|
Common shareholders of
the Company
|
3,465
|
9,923
|
(3,398)
|
145
|
|
Non-controlling
interest
|
1,883
|
1,694
|
3,939
|
3,183
|
|
5,348
|
11,617
|
541
|
3,328
|
|
Comprehensive income
(loss) attributable to:
|
|
|
|
|
|
Common shareholders of
the Company
|
6,460
|
855
|
4,770
|
(3,865)
|
|
Non-controlling
interest
|
1,883
|
1,694
|
3,939
|
3,183
|
|
8,343
|
2,549
|
8,709
|
(682)
|
|
Net income (loss) per
share attributable to
common shareholders of the Company
|
|
|
|
|
|
Basic
|
0.02
|
0.07
|
(0.02)
|
0.00
|
|
Diluted
|
0.02
|
0.07
|
(0.02)
|
0.00
|
|
|
|
|
|
|
Weighted average number
of common
shares outstanding
|
|
|
|
|
|
Basic
|
140,590,664
|
138,841,224
|
140,118,586
|
139,245,992
|
|
Diluted
|
146,442,057
|
143,542,021
|
140,118,586
|
143,552,506
|
|
Consolidated
Statements of Financial Position Data
(in thousands of US
dollars)
|
|
June 30,
2024
|
December 31,
2023
|
|
$
|
$
|
|
Assets
|
|
|
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
183,037
|
170,435
|
|
Trade and other
receivables
|
146,030
|
105,755
|
|
Inventory
|
2,661
|
3,156
|
|
Prepaid
expenses
|
17,262
|
16,250
|
|
Income taxes
receivable
|
948
|
4,714
|
|
Current portion of
contract assets
|
1,441
|
1,038
|
|
Other current
assets
|
930
|
7,582
|
|
|
|
|
Total current assets
before segregated funds
|
352,309
|
308,930
|
|
Segregated
funds
|
1,551,572
|
1,455,376
|
|
Total current
assets
|
1,903,881
|
1,764,306
|
|
|
|
|
Non-current
assets
|
|
|
|
Property and
equipment
|
39,785
|
33,094
|
|
Intangible
assets
|
1,287,185
|
1,305,048
|
|
Goodwill
|
1,982,292
|
1,987,737
|
|
Deferred tax
assets
|
5,908
|
4,336
|
|
Contract
assets
|
748
|
835
|
|
Processor and other
deposits
|
5,385
|
4,310
|
|
Other non-current
assets
|
36,813
|
35,601
|
|
Total
Assets
|
5,261,997
|
5,135,267
|
|
Liabilities
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
Trade and other
payables
|
191,510
|
179,415
|
|
Income taxes
payable
|
28,630
|
25,563
|
|
Current portion of
loans and borrowings
|
14,377
|
12,470
|
|
Other current
liabilities
|
6,085
|
7,859
|
|
|
|
|
Total current
liabilities before due to merchants
|
240,602
|
225,307
|
|
Due to
merchants
|
1,551,572
|
1,455,376
|
|
|
|
|
Total current
liabilities
|
1,792,174
|
1,680,683
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Loans and
borrowings
|
1,244,016
|
1,248,074
|
|
Deferred tax
liabilities
|
133,581
|
151,921
|
|
Other non-current
liabilities
|
4,498
|
10,374
|
|
|
|
|
Total
Liabilities
|
3,174,269
|
3,091,052
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Equity attributable
to shareholders
|
|
|
|
Share
capital
|
2,006,801
|
1,969,734
|
|
Contributed
surplus
|
350,858
|
324,941
|
|
Deficit
|
(256,480)
|
(224,902)
|
|
Accumulated other
comprehensive loss
|
(35,288)
|
(43,456)
|
|
|
|
|
2,065,891
|
2,026,317
|
|
Non-controlling
interest
|
21,837
|
17,898
|
|
|
|
|
Total
Equity
|
2,087,728
|
2,044,215
|
|
|
|
|
Total Liabilities
and Equity
|
5,261,997
|
5,135,267
|
|
Consolidated
Statements of Cash Flow Data
(in thousands of U.S.
dollars)
|
|
|
|
For the six months
ended June 30,
|
2024
|
2023
|
|
$
|
$
|
|
Cash flow from
operating activities
|
|
|
|
Net income
|
541
|
3,328
|
|
Adjustments
for:
|
|
|
|
Depreciation of
property and equipment
|
8,603
|
6,811
|
|
Amortization of
intangible assets
|
66,232
|
56,770
|
|
Amortization of
contract assets
|
698
|
758
|
|
Share-based
payments
|
50,399
|
71,442
|
|
Net finance
cost
|
58,215
|
41,450
|
|
Loss (gain) on foreign
currency exchange
|
17,505
|
(12,513)
|
|
Income tax
expense
|
12,964
|
6,364
|
|
Gain on business
combination
|
(4,013)
|
—
|
|
Loss on
disposal
|
528
|
—
|
|
Changes in non-cash
working capital items:
|
(37,011)
|
(8,430)
|
|
Interest
paid
|
(58,226)
|
(42,769)
|
|
Interest
received
|
11,001
|
7,560
|
|
Income taxes paid - net
of tax received
|
(19,336)
|
(13,927)
|
|
108,100
|
116,844
|
|
Cash flow used in
investing activities
|
|
|
|
Business acquisitions,
net of cash acquired
|
(1,185)
|
(1,379,778)
|
|
Acquisition of property
and equipment
|
(8,601)
|
(5,902)
|
|
Acquisition of
intangible assets
|
(27,541)
|
(21,143)
|
|
Acquisition of
distributor commissions
|
—
|
(20,318)
|
|
Acquisition of other
non-current assets
|
(201)
|
(31,816)
|
|
Net decrease in
processor deposits
|
3,495
|
—
|
|
Net decrease in
advances to third parties
|
—
|
245
|
|
(34,033)
|
(1,458,712)
|
|
Cash flow from (used
in) financing activities
|
|
|
|
Shares repurchased and
cancelled
|
—
|
(56,042)
|
|
Proceeds from exercise
of stock options
|
10,653
|
6,399
|
|
Repayment of loans and
borrowings
|
(39,154)
|
(76,560)
|
|
Proceeds from loans and
borrowings
|
—
|
852,000
|
|
Financing fees related
to loans and borrowings
|
(249)
|
(14,650)
|
|
Payment of lease
liabilities
|
(3,501)
|
(2,622)
|
|
Dividends paid to
shareholders
|
(28,112)
|
—
|
|
(60,363)
|
708,525
|
|
Effect of movements
in exchange rates on cash
|
(1,102)
|
39
|
|
Net increase
(decrease) in cash and cash equivalents
|
12,602
|
(633,304)
|
|
Cash and cash
equivalents – Beginning of period
|
170,435
|
751,686
|
|
Cash and cash
equivalents – End of period
|
183,037
|
118,382
|
|
Reconciliation of
Adjusted EBITDA and Adjusted EBITDA less capital expenditures to
Net Income
(In thousands of US
dollars)
|
|
|
Three months
ended
June 30
|
Six months
ended
June 30
|
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
Net
income
|
5,348
|
11,617
|
541
|
3,328
|
|
Finance cost
|
29,625
|
29,318
|
59,603
|
47,786
|
|
Finance
income
|
(676)
|
(961)
|
(1,388)
|
(6,336)
|
|
Depreciation and
amortization
|
38,005
|
35,925
|
74,835
|
63,581
|
|
Income tax
expense
|
6,095
|
2,486
|
12,964
|
6,364
|
|
Acquisition,
integration and severance costs(a)
|
4,988
|
6,562
|
16,620
|
31,880
|
|
Share-based payments
and related payroll
taxes(b)
|
24,750
|
36,254
|
54,742
|
72,321
|
|
Loss (gain) on foreign
currency exchange
|
8,555
|
(11,115)
|
17,505
|
(12,513)
|
|
Legal settlement and
other(c)
|
70
|
221
|
(3,794)
|
178
|
|
Adjusted
EBITDA
|
116,760
|
110,307
|
231,628
|
206,589
|
|
Acquisition of property
and equipment, and
intangible assets
|
(20,407)
|
(14,366)
|
(36,142)
|
(27,045)
|
|
Adjusted EBITDA less
capital expenditures
|
96,353
|
95,941
|
195,486
|
179,544
|
|
|
|
|
(a)
|
These expenses relate
to:
|
|
(i)
|
professional, legal,
consulting, accounting and other fees and expenses related to our
acquisition and financing activities, including the expenses
related to the Proposed transaction. For the three months and six
months ended June 30, 2024, these expenses were $4.2 million and
$14.5 million ($1.1 million and $19.6 million for the three months
and six months ended June 30, 2023). These costs are presented in
the professional fees line item of selling, general and
administrative expenses.
|
|
(ii)
|
acquisition-related
compensation was $0.6 million and $1.7 million for the three
months and six months ended June 30, 2024 and $0.7 million
and $2.8 million for the three months and six
months ended June 30, 2023. These costs are presented in the
employee compensation line item of selling, general and
administrative expenses.
|
|
(iii)
|
change in deferred
purchase consideration for previously acquired businesses. No
amount was recognized for the three months and six months ended
June 30, 2024 and 2023. These amounts are presented in the
contingent consideration adjustment line item of selling, general
and administrative expenses.
|
|
(iv)
|
severance and
integration expenses, which were $0.2 million and
$0.5 million for the three months and six months ended June
30, 2024 ($4.8 million and $9.5 million for three months and six
months ended June 30, 2023). These expenses are presented in
selling, general and administrative expenses and cost of
revenue.
|
|
(b)
|
These expenses are
recognized in connection with stock options and other awards issued
under share-based plans as well as related payroll taxes that are
directly attributable to share-based payments. For the three months
and six months ended June 30, 2024, the expenses consisted of
non-cash share-based payments of $20.6 million and $50.4 million
($35.9 million and $71.4 million for the three months and six
months ended June 30, 2023), $4.1 million and $4.3 million for
related payroll taxes ($0.4 million and $0.9 million for the three
months and six months ended June 30, 2023),
|
|
(c)
|
This primarily
represents legal settlements and associated legal costs, as well as
non-cash gains, losses and provisions and certain other costs.
These costs are presented in selling, general and administrative
expenses. For the six months ended June 30, 2024, the gain
consisted mainly of a gain on business combination of $4.0
million.
|
|
Reconciliation of
Adjusted net income and Adjusted net income per basic share and per
diluted share to Net income
(In thousands of US
dollars except for share and per share amounts)
|
|
|
Three months
ended
June
30
|
Six months
ended
June
30
|
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
Net
income
|
5,348
|
11,617
|
541
|
3,328
|
|
Change in fair value of
share repurchase liability
|
—
|
—
|
—
|
571
|
|
Accelerated
amortization of deferred financing fees
|
—
|
—
|
174
|
—
|
|
Amortization of
acquisition-related intangible assets(a)
|
26,652
|
27,401
|
53,483
|
47,540
|
|
Acquisition,
integration and severance costs(b)
|
4,988
|
6,562
|
16,620
|
31,880
|
|
Share-based payments
and related payroll taxes(c)
|
24,750
|
36,254
|
54,742
|
72,321
|
|
Loss (gain) on foreign
currency exchange
|
8,555
|
(11,115)
|
17,505
|
(12,513)
|
|
Legal settlement and
other(d)
|
70
|
221
|
(3,794)
|
178
|
|
Adjustments
|
65,015
|
59,323
|
138,730
|
139,977
|
|
Income tax expense
related to adjustments(e)
|
(7,799)
|
(12,847)
|
(14,208)
|
(20,759)
|
|
Adjusted net
income
|
62,564
|
58,093
|
125,063
|
122,546
|
|
Net income attributable
to non-controlling interest
|
1,883
|
1,694
|
3,939
|
3,183
|
|
Adjusted net income
attributable to the common
shareholders of the Company
|
60,681
|
56,399
|
121,124
|
119,363
|
|
|
|
|
|
|
Weighted average number
of common shares outstanding
|
140,590,664
|
138,841,224
|
140,118,586
|
139,245,992
|
|
Basic
|
146,442,057
|
143,542,021
|
146,350,086
|
143,552,506
|
|
Diluted
|
|
|
|
|
|
Adjusted net income
per share attributable to common
shareholders of the Company(f)
|
|
|
|
|
|
Basic
|
0.43
|
0.41
|
0.86
|
0.86
|
|
Diluted
|
0.41
|
0.39
|
0.83
|
0.83
|
|
|
|
|
(a)
|
This line item relates
to amortization expense taken on intangible assets created from the
purchase price adjustment process on acquired companies and
businesses and resulting from a change in control of the
Company.
|
|
(b)
|
These expenses relate
to:
|
|
(i)
|
professional, legal,
consulting, accounting and other fees and expenses related to our
acquisition and financing activities, including the expenses
related to the Proposed transaction. For the three months and six
months ended June 30, 2024, these expenses were $4.2 million and
$14.5 million ($1.1 million and $19.6 million for the three
months and six months ended June 30, 2023). These costs are
presented in the professional fees line item of selling, general
and administrative expenses.
|
|
(ii)
|
acquisition-related
compensation was $0.6 million and $1.7 million for the
three months and six months ended June 30, 2024 and $0.7 million
and $2.8 million for the three months and six months ended June 30,
2023. These costs are presented in the employee compensation line
item of selling, general and administrative expenses.
|
|
(iii)
|
change in deferred
purchase consideration for previously acquired businesses. No
amount was recognized for the three months and six months ended
June 30, 2024 and 2023. These amounts are presented in the
contingent consideration adjustment line item of selling, general
and administrative expenses.
|
|
(iv)
|
severance and
integration expenses, which were $0.2 million and $0.5 million for
the three months and six months ended June 30, 2024 ($4.8 million
and $9.5 million for the three months and six months ended June 30,
2023). These expenses are presented in selling, general and
administrative expenses and cost of revenue.
|
|
(c)
|
These expenses are
recognized in connection with stock options and other awards issued
under share-based plans as well as related payroll taxes that are
directly attributable to share-based payments. For the three months
and six months ended June 30, 2024, the expenses consisted of
non-cash share-based payments of $20.6 million and $50.4 million
($35.9 million and $71.4 million for the three months and six
months ended June 30, 2023), $4.1 million and $4.3 million for
related payroll taxes ($0.4 million and $0.9 million for the three
months and six months ended June 30, 2023).
|
|
(d)
|
This primarily
represents legal settlements and associated legal costs, as well as
non-cash gains, losses and provisions and certain other costs.
These costs are presented in selling, general and administrative
expenses. For the three months ended June 30, 2024, the gain
consisted mainly of a gain on business combination of $4.0
million.
|
|
(e)
|
This line item reflects
income tax expense on taxable adjustments using the tax rate of the
applicable jurisdiction.
|
|
(f)
|
The number of
share-based awards used in the diluted weighted average number of
common shares outstanding in the Adjusted net income per diluted
share calculation is determined using the treasury stock method as
permitted under IFRS.
|
|
Disaggregation of
revenue and interest revenue
(In thousands of US
dollars)
|
|
|
Three months
ended
June
30
|
Six months
ended
June
30
|
|
2024
|
2023
|
2023
|
2022
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
Merchant transaction
and processing services revenue
|
335,811
|
304,935
|
665,237
|
559,448
|
|
Other
revenue
|
3,271
|
2,091
|
5,737
|
4,076
|
|
Interest
revenue
|
6,396
|
—
|
9,613
|
—
|
|
345,478
|
307,026
|
680,587
|
563,524
|
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SOURCE Nuvei