Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Registered Public Accounting Firm
56
CONSOLIDATED FINANCIAL STATEMENTS
59
CONSOLIDATED BALANCE SHEETS
60
CONSOLIDATED STATEMENTS OF OPERATIONS
61
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
62
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
63
CONSOLIDATED STATEMENTS OF CASH FLOWS
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
66
(1) Organization
66
(2) Basis of Preparation
66
(3) Summary of Significant Accounting Policies and Practices
66
(4) Settlement Assets and Obligations
72
(5) Stockholders' Equity
73
(6) Acquisitions
74
(7) Restricted Cash
76
(8)Property and Equipment, Net
76
(9) Goodwill and Acquired Intangible Assets, Net
77
(10) Accrued Expenses and Other Current Liabilities
78
(11) Debt Obligations
79
(12) Derivative Instruments and Hedging Activities
81
(13) Leases
84
(14) Income Taxes
86
(15) Valuation and Qualifying Accounts
90
(16) Stock Plans
91
(17) Business Segment Information
93
(18) Financial Instruments and Fair Value Measurements
97
(19) Litigation and Contingencies
98
(20) Commitments
99
(21) Related Party Transactions
99
55
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Euronet Worldwide, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
I n o ur opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
56
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over revenue
As discussed in Note 3 to the consolidated financial statements, the Company earned $3.0 billion of revenue in 2021. The Company earned revenue by payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers (collectively services). The services were provided to customers in approximately 175 countries through 66 different business offices in 43 countries within 3 different reportable operating segments.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. The company’s geographical dispersion of services worldwide, amongst various business lines required especially subjective auditor judgment in evaluating the sufficiency of audit evidence over revenue. Further, our audit team consisted of auditors located in various countries worldwide. This required especially challenging auditor judgment in the level of audit procedures and supervision applied at each country.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of locations at which those procedures were to be performed. At each Company location selected, we:
— evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the accurate recording of revenue amounts
— assessed the training and experience of the auditors on our audit team that were in countries other than the United States
— tested a sample of individual revenue transactions by comparing amounts recognized by the Company to relevant contracts and or payment and transaction support.
We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including the appropriateness of such evidence.
57
/s/ KPMG LLP
We have served as the Company's auditor since 2003.
Kansas City, Missouri
February 22, 2022
58
CONSOLIDATED FINANCIAL STATEMENTS
EURONET WORLDWIDE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31,
2021
2020
ASSETS
Current assets:
Cash and cash equivalents
$
1,260,466
$
1,420,255
ATM cash
543,422
411,054
Restricted cash
3,693
3,334
Settlement assets
1,102,389
1,140,875
Trade accounts receivable, net of credit loss allowance of $ 4,469 and $ 5,926
203,010
117,517
Prepaid expenses and other current assets
195,443
272,900
Total current assets
3,308,423
3,365,935
Operating right of use lease assets
161,494
162,074
Property and equipment, net of accumulated depreciation of $ 532,631 and $ 490,429
345,381
378,441
Goodwill
641,605
665,821
Acquired intangible assets, net of accumulated amortization of $ 185,054 and $ 175,210
97,793
121,883
Other assets, net of accumulated amortization of $ 62,349 and $ 55,710
189,580
232,557
Total assets
$
4,744,276
$
4,926,711
LIABILITIES AND EQUITY
Current liabilities:
Settlement obligations
$
1,102,389
$
1,140,875
Trade accounts payable
193,529
147,593
Accrued expenses and other current liabilities
367,692
404,021
Current portion of operating lease obligations
52,136
52,436
Short-term debt obligations and current maturities of long-term debt obligations
821
797
Income taxes payable
59,037
36,359
Deferred revenue
77,037
73,360
Total current liabilities
1,852,641
1,855,441
Debt obligations, net of current portion
1,420,085
1,437,589
Operating lease obligations, net of current portion
111,355
106,502
Deferred income taxes
46,505
37,875
Other long-term liabilities
58,166
43,401
Total liabilities
3,488,752
3,480,808
Equity:
Euronet Worldwide, Inc. stockholders' equity:
Preferred Stock, $ 0.02 par value. 10,000,000 shares authorized; 0 issued
—
—
Common Stock, $ 0.02 par value. 90,000,000 shares authorized; shares issued 63,779,009 and 63,366,010
1,275
1,267
Additional paid-in capital
1,274,118
1,228,446
Treasury stock, at cost, shares issued 12,631,125 and 10,631,961
( 931,212
)
( 703,032
)
Retained earnings
1,083,882
1,013,155
Accumulated other comprehensive loss
( 172,582
)
( 94,214
)
Total Euronet Worldwide, Inc. stockholders' equity
1,255,481
1,445,622
Noncontrolling interests
43
281
Total equity
1,255,524
1,445,903
Total liabilities and equity
$
4,744,276
$
4,926,711
See accompanying notes to the Consolidated Financial Statements.
59
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Year Ended December 31,
2021
2020
2019
Revenues
$
2,995,443
$
2,482,700
$
2,750,109
Operating expenses:
Direct operating costs
1,900,267
1,576,699
1,556,483
Acquired contract cost impairment
38,634
—
—
Salaries and benefits
484,839
404,142
394,744
Selling, general and administrative
251,933
221,614
211,944
Goodwill and acquired intangible assets impairment
—
106,602
—
Depreciation and amortization
135,754
127,021
111,744
Total operating expenses
2,811,427
2,436,078
2,274,915
Operating income
184,016
46,622
475,194
Other income (expense):
Interest income
664
1,040
1,969
Interest expense
( 38,198
)
( 36,604
)
( 36,237
)
Foreign currency exchange (loss) gain, net
( 10,866
)
( 3,756
)
2,701
Other gains (losses) , net
59
869
( 9,820
)
Other expense, net
( 48,341
)
( 38,451
)
( 41,387
)
Income before income taxes
135,675
8,171
433,807
Income tax expense
( 65,088
)
( 11,475
)
( 87,112
)
Net income (loss)
70,587
( 3,304
)
346,695
Less: Net loss (income) attributable to noncontrolling interests
140
( 95
)
54
Net income (loss) attributable to Euronet Worldwide, Inc.
$
70,727
$
( 3,399
)
$
346,749
Earnings (loss) per share attributable to Euronet Worldwide, Inc. stockholders:
Basic
$
1.34
$
( 0.06
)
$
6.49
Diluted
$
1.32
$
( 0.06
)
$
6.31
Weighted average shares outstanding:
Basic
52,585,674
52,659,551
53,449,834
Diluted
53,529,576
52,659,551
54,913,887
See accompanying notes to the Consolidated Financial Statements.
60
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
Year Ended December 31,
2021
2020
2019
Net income (loss)
$
70,587
$
( 3,304
)
$
346,695
Other comprehensive (loss) income
Translation adjustment
( 78,466
)
70,794
( 13,894
)
Comprehensive (loss) income
( 7,879
)
67,490
332,801
Comprehensive loss (income) attributable to noncontrolling interests
238
( 213
)
101
Comprehensive (loss) income attributable to Euronet Worldwide, Inc.
$
( 7,641
)
$
67,277
$
332,902
See accompanying notes to the Consolidated Financial Statements.
61
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except share data)
Number of Shares
Outstanding
(Common and Treasury)
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Balance as of December 31, 2018
51,819,998
$
1,198
$
1,104,264
$
( 391,551
)
Net income (loss)
Other comprehensive loss
Stock issued under employee stock plans
405,617
8
13,216
( 1,277
)
Share-based compensation
21,439
Issuance of convertible notes, net of tax
71,659
Repurchase of shares
( 493,010
)
( 70,876
)
Redemptions and conversions of convertible notes, net of tax
2,488,249
50
( 20,517
)
Other
( 3
)
Balance as of December 31, 2019
54,220,854
1,256
1,190,058
( 463,704
)
Net (loss) income
Other comprehensive income
Stock issued under employee stock plans
608,878
11
16,437
435
Share-based compensation
21,951
Repurchase of shares
( 2,095,683
)
( 239,763
)
Balance as of December 31, 2020
52,734,049
1,267
1,228,446
( 703,032
)
Net income (loss)
Other comprehensive loss
Stock issued under employee stock plans
413,835
8
9,132
( 416
)
Share-based compensation
36,540
Repurchase of shares
( 2,000,000
)
( 227,764
)
Balance as of December 31, 2021
51,147,884
$
1,275
$
1,274,118
$
( 931,212
)
See accompanying notes to the Consolidated Financial Statements.
62
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
(in thousands)
Retained Earnings
Accumulated Other
Comprehensive Loss
Noncontrolling
Interests
Total
Balance as of December 31, 2018
$
669,805
$
( 151,043
)
$
169
$
1,232,842
Net income (loss)
346,749
( 54
)
346,695
Other comprehensive loss
( 13,847
)
( 47
)
( 13,894
)
Stock issued under employee stock plans
11,947
Share-based compensation
21,439
Issuance of convertible notes, net of tax
71,659
Repurchase of shares
( 70,876
)
Redemptions and conversions of convertible notes, net of tax
( 20,467
)
Other
( 3
)
Balance as of December 31, 2019
1,016,554
( 164,890
)
68
1,579,342
Net (loss) income
( 3,399
)
95
( 3,304
)
Other comprehensive income
70,676
118
70,794
Stock issued under employee stock plans
16,883
Share-based compensation
21,951
Repurchase of shares
( 239,763
)
Balance as of December 31, 2020
1,013,155
( 94,214
)
281
1,445,903
Net income (loss)
70,727
( 140
)
70,587
Other comprehensive loss
( 78,368
)
( 98
)
( 78,466
)
Stock issued under employee stock plans
8,724
Share-based compensation
36,540
Repurchase of shares
( 227,764
)
Balance as of December 31, 2021
$
1,083,882
$
( 172,582
)
$
43
$
1,255,524
See accompanying notes to the Consolidated Financial Statements.
63
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2021
2020
2019
Net income (loss)
$
70,587
$
( 3,304
)
$
346,695
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
135,754
127,021
111,744
Share-based compensation
36,540
21,951
21,439
Unrealized foreign exchange loss (gain), net
10,866
3,756
( 2,701
)
Non-cash impairment of goodwill and acquired intangible assets
—
106,602
—
Deferred income taxes
( 2,255
)
( 23,946
)
17,113
Loss on early retirement of debt
—
—
9,831
Accretion of convertible debt discount and amortization of debt issuance costs
20,239
18,924
17,088
Changes in working capital, net of amounts acquired:
Income taxes payable, net
23,912
( 16,823
)
13,177
Trade accounts receivable
( 107,478
)
63,629
( 87,882
)
Prepaid expenses and other current assets
93,475
( 168,256
)
( 68,945
)
Trade accounts payable
( 33,218
)
88,687
53,550
Deferred revenue
7,472
10,945
132
Accrued expenses and other current liabilities
93,040
118,618
98,459
Changes in non-current assets and liabilities
57,642
( 94,299
)
( 25,212
)
Net cash provided by operating activities
406,576
253,505
504,488
Cash flows from investing activities:
Acquisitions, net of cash acquired
—
( 1,100
)
( 94,187
)
Purchases of property and equipment
( 92,207 )
( 97,628
)
( 131,287
)
Purchases of other long-term assets
( 7,752 )
( 7,770
)
( 7,274
)
Other, net
1,850
967
3,721
Net cash used in investing activities
( 98,109 )
( 105,531
)
( 229,027
)
Cash flows from financing activities:
Proceeds from issuance of shares
10,848
18,101
14,979
Repurchase of shares
( 229,877
)
( 241,518
)
( 74,456
)
Borrowings from revolving credit agreements
5,074,000
3,113,800
2,498,298
Repayments of revolving credit agreements
( 5,061,000
)
( 2,843,400
)
( 2,714,203
)
Repayments of long-term debt obligations
—
—
( 446,702
)
Net borrowings (repayments) from short-term debt obligations
52
( 5,157
)
( 32,091
)
Proceeds from long-term debt obligations
—
—
1,194,900
Debt issuance costs
—
—
( 17,947
)
Other, net
( 6,259
)
( 6,428
)
( 6,480
)
Net cash (used in) provided by financing activities
( 212,236
)
35,398
416,298
Effect of exchange rate changes on cash and cash equivalents and restricted cash
( 109,637
)
98,757
( 5,332
)
(Decrease) increase in cash and cash equivalents and restricted cash
( 13,406
)
282,129
686,427
Cash and cash equivalents and restricted cash at beginning of period
2,099,508
1,817,379
1,130,952
Cash and cash equivalents and restricted cash at end of period
$
2,086,102
$
2,099,508
$
1,817,379
64
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Year Ended December 31,
Supplemental Cash Flow Disclosures:
2021
2020
2019
Interest paid during the period
$
18,503
$
17,319
$
13,125
Income taxes paid during the period
$
48,688
$
60,170
$
74,086
See accompanying notes to the Consolidated Financial Statements.
65
EURONET WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
( 1) Organization
Euronet Worldwide, Inc. (the "Company" or "Euronet") was established as a Delaware corporation on December 13, 1996 and succeeded Euronet Holding N.V. as the group holding company, which was founded and established in 1994. Euronet is a leading electronic payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Euronet's primary product offerings include comprehensive ATM, POS, card outsourcing, card issuing and merchant acquiring services, electronic distribution of prepaid mobile airtime and other electronic payment products, and international payment services.
(2) Basis of Preparation
The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Consolidated Financial Statements include the accounts of Euronet and its wholly owned and majority owned subsidiaries and all significant intercompany balances and transactions have been eliminated. Euronet's investments in companies that it does not control, but has the ability to significantly influence, are accounted for under the equity method. Euronet has no variable interest entities. Results from operations related to entities acquired during the periods covered by the Consolidated Financial Statements are reflected from the effective date of acquisition.
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires that management make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant items subject to such estimates and assumptions include computing income taxes, contingent purchase price consideration, estimating the useful lives and potential impairment of long-lived assets and goodwill, as well as allocating the purchase price to assets acquired and liabilities assumed in acquisitions and revenue recognition. Actual results could differ from those estimates.
Seasonality
Euronet’s EFT Processing Segment normally experiences its heaviest demand for DCC services during the third quarter of the fiscal year, normally coinciding with the tourism season. Additionally, the EFT Processing and epay Segments are normally impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Seasonality in the Money Transfer Segment varies by region of the world. In most markets, Euronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and its lowest transaction levels during the first quarter of the year.
(3) Summary of Significant Accounting Policies and Practices
Foreign currencies
Assets and liabilities denominated in currencies other than the functional currency of a subsidiary are remeasured at rates of exchange on the balance sheet date. Resulting gains and losses on foreign currency transactions are included in the Consolidated Statements of Operations. The majority of our foreign currency exchange gains or losses are due to the remeasurement of intercompany loans which are not considered a long-term investment in nature and are in a currency other than the functional currency of one of the parties to the loan.
The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated to U.S. dollars using (i) exchange rates in effect at period end for assets and liabilities, and (ii) weighted average exchange rates during the period for revenues and expenses. Adjustments resulting from translation of such financial statements are reflected in accumulated other comprehensive (loss) income as a separate component of consolidated equity.
66
Cash equivalents
The Company considers all highly liquid investments, with an original maturity of three months or less, and certificates of deposit, which may be withdrawn at any time at the discretion of the Company without penalty, to be cash equivalents.
ATM cash
ATM cash represents cash within the ATM network either included within ATMs, within dedicated accounts, or in-transit to ATMs.
Settlement assets and obligations
Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. See Note 4 , Settlement Assets and Obligations, to the Consolidated Financial Statements for further discussion on settlement assets and obligations.
Property and equipment
Property and equipment are stated at cost, less accumulated depreciation. Property and equipment acquired in acquisitions have been recorded at estimated fair values as of the acquisition date.
Depreciation is generally calculated using the straight-line method over the estimated useful lives of the respective assets.
Depreciation and amortization rates are generally as follows:
ATMs or ATM upgrades
5 - 7 years
Computers and software
3 - 5 years
POS terminals
3 - 5 years
Vehicles and office equipment
3 - 10 years
Leasehold improvements
Over the lesser of the lease term or estimated useful life
Goodwill and ot her intangible assets
Goodwill - The Company accounts for goodwill and other intangible assets in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Intangibles - Goodwill and Other ("ASC 350"). In accordance with the requirements of ASC 350 the Company tests for impairment on an annual basis in the fourth quarter and whenever events or circumstances dictate. Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment.
ASC 350 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The Company has a policy for its annual review of goodwill to perform the qualitative assessment for all reporting units not subjected directly to the quantitative impairment test.
Under the qualitative assessment, various events and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and adverse categories based on current business conditions. Furthermore, the Company considers the results of the most recent quantitative impairment test completed for a reporting unit and compares, among other factors, the weighted average cost of capital ("WACC") between the current and prior years for each reporting unit.
67
Under the quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. The Company uses weighted results from the income approach or the discounted cash flow model ("DCF model") and guideline public company method ("Market Approach model") to estimate the current fair value of its reporting units when testing for impairment, as management believes forecasted cash flows and EBITDA are the best indicators of such fair value. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including sales volumes, gross margins, tax rates, capital spending, discount rates and working capital changes. Most of these assumptions vary significantly among the reporting units. Significant assumptions in the Market Approach model are projected EBITDA, selected market multiple, and the estimated control premium. If the carrying value of goodwill exceeds its fair value, an impairment loss equal to such excess would be recognized. The DCF Model and Market Approach Model utilize Level 3 inputs in the fair value hierarchy as they include unobservable inputs that require significant management assumptions.
Other Intangible Assets - In accordance with ASC 350, intangible assets with finite lives are amortized over their estimated useful lives. Unless otherwise noted, amortization is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Non-compete agreements
2 - 5 years
Trademarks and trade names
2 - 20 years
Software
3 - 10 years
Customer relationships
6 - 20 years
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or changes in circumstances are present, a loss is recognized if the carrying value of the asset is in excess of the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.
See Note 9, Goodwill and Acquired Intangible Assets, Net, to the Consolidated Financial Statements for additional information regarding the impairment of goodwill and other intangible assets.
Other assets
Other assets include capitalized software development costs and capitalized payments for new or renewed contracts. Euronet capitalizes initial payments for new or renewed contracts to the extent recoverable through future operations, contractual minimums and/or penalties in the case of early termination. The Company's accounting policy is to limit the amount of capitalized costs for a given contract to the lesser of the estimated ongoing net future cash flows related to the contract or the termination fees the Company would receive in the event of early termination of the contract by the customer.
ASC Topic 340, Other Assets and Deferred Costs ("ASC 340") requires the deferral of incremental costs to fulfill customer contracts, known as contract assets, which are then amortized to expense as part of direct operating costs over the respective periods of expected benefit. D eferred contract costs are reported on our balance sheet within current or non-current other assets based on the expected life of the related contract. At December 31, 2021 and 2020 , we had $ 96.4 million and $ 143.5 million, respectively, of deferred contract costs. For the years ended December 31, 2021, 2020 and 2019, we had $ 33.3 million, $ 17.2 million and $ 6.9 million of amortization related to these costs, respectively. On a quarterly basis we evaluate the carrying amount of contract assets recognized to determine if there are contracts that may have a carrying amount in excess of the remaining future consideration to be received from the contract. During the fourth quarter of 2021, we identified certain contract assets that had carrying balances greater than the estimated remaining cash flows in the contracts and recorded a corresponding $ 38.6 million non -cash impairment. The impairment charge is the result of lower-than-expected customer transaction volume related to these specific contracts, stemming primarily from COVID-19 related disruptions. This non-cash impairment charge is included in the Money Transfer Segment.
68
Convertible notes
The Company accounts for its convertible debt instruments that may be settled in cash upon conversion in accordance with ASC Topic 470, Debt ("ASC 470"), which requires the proceeds from the issuance of such convertible debt instruments to be allocated between debt and equity components so that debt is discounted to reflect the Company's nonconvertible debt borrowing rate. Further, the Company applies ASC 470-20-35-13, which requires the debt discount to be amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
In accordance with ASC Topic 740, Income Taxes ("ASC 740"), the Company's policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. See Note 14, Income Taxes, to the Consolidated Financial Statements for further discussion regarding these provisions.
Presentation of taxes collected and remitted to governmental authorities
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations.
Fair value measurements
The Company applies the provisions of ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), regarding fair value measurements for assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. The provisions apply whenever other accounting pronouncements require or permit fair value measurements. See Note 18, Financial Instruments and Fair Value Measurements, to the Consolidated Financial Statements for the required fair value disclosures.
Accounting for derivative instruments and hedging activities
The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"), which requires that all derivative instruments be recognized as either assets or liabilities on the balance sheet at fair value. Primarily in the Money Transfer Segment, the Company enters into foreign currency derivative contracts, mainly forward contracts, to offset foreign currency exposure related to money transfer settlement assets and liabilities in currencies other than the U.S. dollar, derivative contracts written to its customers arising from its cross-currency money transfer services and certain assets and liability positions denominated in currencies other than the U.S. dollar. These contracts are considered derivative instruments under the provisions of ASC 815; however, the Company does not designate such instruments as hedges for accounting purposes. Accordingly, changes in the value of these contracts are recognized immediately as a component of foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.
Cash flows resulting from derivative instruments are included in operating activities in the Company's Consolidated Statements of Cash Flows. The Company enters into derivative instruments with highly credit-worthy financial institutions and does not use derivative instruments for trading or speculative purposes. See Note 12, Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for further discussion of derivative instruments .
69
Share-based compensation
The Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation ("ASC 718"), for equity classified awards, which requires the determination of the fair value of the share-based compensation at the grant date and subsequent recognition of the related expense over the period in which the share-based compensation is earned ("requisite service period").
The amount of future compensation expense related to awards of nonvested shares or nonvested share units ("restricted stock") is based on the market price for Euronet Common Stock at the grant date. The grant dat e is the date at which all key terms and conditions of the grant have been determined and the Company becomes contingently obligated to transfer equity to the employee who renders the requisite service, generally the date at which grants are approved by the Company's Board of Directors or Compensation Committee thereof. Share-based compensation expense for awards with only service conditions is generally recognized as expense on a "straight-line" basis over the requisite service period. For awards that vest based on achieving periodic performance conditions, expense is recognized on a "graded attribution method." The graded attribution method results in expense recognition on a straight-line basis over the requisite service period for each separately vesting portion of an award. The Company has elected to use the "with and without method" when calculating the income tax benefit associated with its share-based payment arrangements. See Note 16, Stock Plans, for further disclosure.
Revenue recogni tion
The Company recognizes revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Sales and usage-based taxes are excluded from revenues. A description of the major components of revenue by business segment is as follows:
EFT Processing - Revenues in the EFT Processing Segment are primarily derived from transaction and management fees and foreign currency exchange margin from owned and outsourced ATM, POS and card processing networks and from the sale of EFT software solutions for electronic payment and transaction delivery systems, and fees or margin earned from value added services, including dynamic currency conversion and domestic and international surcharge.
Transaction-based fees include charges for cash withdrawals, debit or credit card transactions, balance inquiries, transactions not completed because the relevant card issuer does not give authorization and prepaid mobile airtime recharges. Outsourcing services are generally billed on the basis of a fixed monthly fee per ATM, plus a transaction-based fee. Transaction-based fees are recognized at the time the transactions are processed and outsourcing management fees are recognized ratably over the contract period.
C ertain of the Company's non-cancelable customer contracts provide for the receipt of up-front fees from the customer and/or decreasing or increasing fee schedules over the agreement term for substantially the same level of services to be provided by the Company. The Company recognizes revenue under these contracts based on proportional performance of services over the term of the contract. This generally results in "straight-line" (i.e., consistent value per period) revenue recognition of the contracts' total cash flows, including any up-front payment received from the customer, which is recorded as deferred revenue upon receipt.
epay - Revenue generated in the epay Segment is primarily derived from commis sions or processing fees associated with distribution and/or processing of prepaid mobile airtime and digital media products. These fees and commissions are received from mobile operators, content vendors or distributors or from retailers. Commissions are recognized as revenue during the period in which the Company provides the service. The portion of the commission that is paid to retailers is generally recorded as a direct operating cost. In selling certain products, the Company is the p rinciple obligor in th e arrangements; accordingly, the gross sales value of the products is recorded as revenue and the purchase cost as direct operating cost. Transactions are processed through a network of POS terminals and direct connections to the electronic payment systems of retailers. Transaction processing fees are recognized at the time the transactions are processed.
Money Transfer - R evenues for money transfer and other services represent a transaction fee in addition to a margin earned from purchasing currency at wholesale exchange rates and selling the currency to customers at retail exchange rates. Revenues and the associated direct operating cost are recognized at the time the transaction is processed. The Company has origination and distribution agents in place, which ea ch earn a fee for the respective service. These fees are reflected as direct operating costs.
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Revenues
Deferred Revenues - The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance for the year ended December 31, 2021 is primarily driven by $ 58.2 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations, partially offset by $ 54.5 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2020.
Disaggregation of Revenues - The following table presents the Company's revenues disaggregated by segment and region. The Company believes disaggregation by segment and region best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues by segment and region is based on management's assessment of segment performance together with allocation of financial resources, both capital and operating support costs, on a segment and regional level. Both segments and regions benefit from synergies achieved through concentration of operations and are influenced by macro-economic, regulatory and political factors in the respective segment and region. The Company recognizes foreign exchange revenues from derivative instruments in its xe operations in accordance with ASC Topic 815 and not ASC Topic 606 . These revenues are not significant to the Company's consolidated revenues and are included in the following tables.
For the Year Ended December 31, 2021
(in thousands)
EFT Processing
epay
Money Transfer
Total
Europe
$
420,181
$
669,297
$
576,640
$
1,666,118
North America
63,368
139,759
667,738
870,865
Asia Pacific
107,020
158,122
105,086
370,228
Other
569
44,304
51,493
96,366
Eliminations
—
—
—
( 8,134 )
Total
$
591,138
$
1,011,482
$
1,400,957
$
2,995,443
For the Year Ended December 31, 2020
(in thousands)
EFT Processing
epay
Money Transfer
Total
Europe
$
313,953
$
561,514
$
449,299
$
1,324,766
North America
56,447
144,613
577,845
778,905
Asia Pacific
98,313
100,917
124,413
323,643
Other
13
28,473
32,292
60,778
Eliminations
—
—
—
( 5,392
)
Total
$
468,726
$
835,517
$
1,183,849
$
2,482,700
For the Year Ended December 31, 2019
(in thousands)
EFT Processing
epay
Money Transfer
Total
Europe
$
724,163
$
524,907
$
373,302
$
1,622,372
North America
35,461
151,016
573,016
759,493
Asia Pacific
129,060
76,491
124,934
330,485
Other
28
16,915
24,974
41,917
Eliminations
—
—
—
( 4,158
)
Total
$
888,712
$
769,329
$
1,096,226
$
2,750,109
71
Recently issued accounting pronouncements
In August 2020, the FASB issued ASU 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. We plan to adopt the new standard during the first quarter of 2022 using the modified retrospective approach and expect to record a $ 99.7 million decrease to additional paid-in capital, a $ 56.8 million decrease in debt discounts and a $ 42.9 million increase in retained earnings.
(4) Settlement Assets and Obligations
Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. The Company records corresponding settlement obligations relating to accounts payable. Settlement assets consist of cash and cash equivalents, restricted cash, accounts receivable and prepaid expenses and other current assets. The settlement cash held at the Company is primarily generated from the monies remitted by consumers through Company agents and financial institutions in payment of the face value of the payment service or foreign currency purchased and the related fees charged to purchase the currency. The Company uses its cash and cash equivalents to pay the face value of the the payment service product upon presentation by the recipient. Cash received by Company agents and merchants generally becomes available to the Company within two weeks after initial receipt by the business partner. Receivables from business partners represent funds collected by such business partners that are in transit to the Company.
Settlement obligations consist of accrued expenses for money transfers, content providers, and EFT customer deposits and accounts payable to agents and content providers. Money transfer accrued expenses represent amounts to be paid to transferees when they request funds. Most agents typically settle with transferees first then obtain reimbursement from the Company. Money order accrued expenses represent amounts not yet presented for payment. Due to the agent funding and settlement process, accrued expenses to agents represent amounts due to agents for money transfers that have not been settled with transferees.
(in thousands)
As of December 31, 2021
As of December 31, 2020
Settlement assets:
Settlement cash and cash equivalents
$
203,624
$
188,191
Settlement restricted cash
74,897
76,674
Account receivables, net of credit loss allowance of $ 27,341 and $ 35,800
619,738
641,955
Prepaid expenses and other current assets
204,130
234,055
Total settlement assets
$
1,102,389
$
1,140,875
Settlement obligations:
Trade account payables
$
461,135
$
571,175
Accrued expenses and other current liabilities
641,254
569,700
Total settlement obligations
$
1,102,389
$
1,140,875
72
The table below reconciles cash and cash equivalents, restricted cash, ATM cash, settlement cash and cash equivalents, and settlement restricted cash as presented within "Cash and cash equivalents and restricted cash" in the Consolidated Statement of Cash Flows.
As of
(in thousands)
December 31,
2021
December 31,
2020
December 31,
2019
Cash and cash equivalents
$
1,260,466
$
1,420,255
$
786,081
Restricted cash
3,693
3,334
34,301
ATM cash
543,422
411,054
665,641
Settlement cash and cash equivalents
203,624
188,191
282,188
Settlement restricted cash
74,897
76,674
49,168
Cash and cash equivalents and restricted cash at end of period
$
2,086,102
$
2,099,508
$
1,817,379
(5) Stockholders' Equity
Earnings Per Share
Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share has been computed by dividing earnings available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company's Common Stock, assumed vesting of restricted stock and the assumed conversion of the Company's convertible debt.
The following table provides the computation of diluted weighted average number of common shares outstanding:
Year Ended December 31,
2021
2020
2019
Computation of diluted weighted average shares outstanding:
Basic weighted average shares outstanding
52,585,674
52,659,551
53,449,834
Incremental shares from assumed exercise of stock options and vesting of restricted stock
943,902
—
1,464,053
Diluted weighted average shares outstanding
53,529,576
52,659,551
54,913,887
The table includes all stock options and restricted stock that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2021, 2020 and 2019 of approximately 1,668,000 , 2,073,000 and 380,000 , respectively.
The Company issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019 and retired the existing convertible notes ("Retired Convertible Notes") that would have matured in 2044 on May 28, 2019. The Company's Convertible Notes currently have, and the Retired Convertible Notes had, a settlement feature requiring the Company upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of the Company's common stock or a combination thereof, at the Company's option. The Company has stated its intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium. Accordingly, the Convertible Notes and the Retired Convertible Notes were included in the calculation of diluted earnings per share if their inclusion was dilutive. The dilutive effect increases the more the market price exceeds the conversion price. The Convertible Notes would only have a dilutive effect if the market price per share of common stock exceeds the conversion price of $ 188.73 per share. Therefore, according to ASC Topic 260, Earnings per Share ("ASC 260") , there was no dilutive effect of the assumed conversion of the debentures as of December 31, 2021, 2020 and 2019 . See Note 11, D ebt Obligations, to the Consolidated Financial Statements for more information about the Convertible Notes and Retired Convertible Notes.
73
Share repurchases
The Company's Board of Directors had authorized a stock repurchase program allowing Euronet to repurchase up to $ 375 million in value or 10.0 million shares of common stock through March 31, 2020. On March 11, 2019, in connection with the issuance of the Convertible Notes, the Board of Directors authorized an additional repurchase program of $ 120 million in value of the Company's common stock through March 11, 2021. On February 26, 2020, the Company put a repurchase program in place to repurchase up to $ 250 million in value, but not more than 5.0 million shares of common stock through February 28, 2022. On December 8, 2021, the Company put a repurchase program in place to repurchase up to $ 300 million in value, but not more than 5.0 million shares of common stock through December 8, 2023. Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan. For the years ended December 31, 2021, 2020 and 2019 the Company repurchased $ 227.8 million, $ 239.8 million, and $ 70.9 million , respectively, in value of Euronet common stock under the repurchase programs.
Preferred Stock
The Company has the authority to issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.
Accumulated other comprehensive loss
As of December 31, 2021 and 2020 , accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company recorded a foreign currency translation loss of $ 78.5 million, a gain of $ 70.8 million and a loss of $ 13.9 million for the years ended December 31, 2021 , 2020 , and 2019 , respectively. There were no reclassifications of foreign currency translation into the Consolidated Statements of Operations for the years ended December 31, 2021 , 2020 , and 2019 .
Dividends
No dividends were paid on any class of the Company's stock during 2021 , 2020 , and 2019 .
(6) Acquisitions
In accordance with ASC 805, the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. For certain large acquisitions, management engages an appraiser to assist in the valuation process.
Pending Acquisitions
In March 2021, the Company entered into an agreement to purchase the Piraeus Bank Merchant Acquiring business of Piraeus Bank for € 300 million, or approximately $ 360 millio n. The proposed arrangement will include separate commercial agreements for a long-term strategic partnership with Piraeus Bank for collaborative product distribution, processing and customer referrals. The acquisition will expand the Company’s omnichannel payments strategy and position the Company in Greece’s growing market for merchant acquiring services. The closing is targeted for the first half of 2022 and is subject to regulatory approvals, finalization of the commercial agreements, and customary closing conditions. The Company expects to finance the purchase price using cash on hand.
74
2019 Acquisitions
On November 30, 2019, the Company completed the acquisition of a North American based ATM operator with approximately 1,800 ATMs.
The purchase price was $ 92.5 million in cash. The purchase price was allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. The acquisition has been accounted for as business combinations in accordance with U.S. GAAP and the results of operations have been included from the date of acquisition in the EFT Processing Segment. The historical revenue and earnings were not significant for the purpose of presenting pro forma information for the pre-acquisition periods.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date.
(in thousands)
As of November 30, 2019
Cash and cash equivalents
$
5,325
Trade accounts receivable
2,167
Other current assets
798
Property and equipment
16,542
Intangible assets
39,000
Total assets acquired
$
63,832
Trade accounts payable
$
( 6,790
)
Accrued expenses and other current liabilities
( 80
)
Total liabilities assumed
$
( 6,870
)
Goodwill
35,540
Net assets acquired
$
92,502
The Company acquired customer relationship intangible assets with a fair value of $ 39.0 million, which are being amortized on a straight-line basis over 20 years.
Goodwill, with a value of $ 35.5 m illion, arising from the acquisition was included in the EFT Processing Segment and was attributable to expected growth opportunities in the United States. Goodwill and intangible assets associated with this acquisition are deductible for tax purposes.
Other
The Company completed three additional acquisitions in 2019 for immaterial amounts.
75
(7) Restricted Cash
The restricted cash balances as of December 31, 2021 and 2020 were as follows:
As of December 31,
(in thousands)
2021
2020
Cash held in trust and/or cash held on behalf of others
$
3,693
$
3,334
Restricted cash
$
3,693
$
3,334
Cash held in trust and/or cash held on behalf of others
$
62,077
$
64,489
Collateral on bank credit arrangements and other
12,820
12,185
Restricted cash included within settlement assets
$
74,897
$
76,674
Total Restricted Cash
$
78,590
$
80,008
Cash held in trust and/or cash held on behalf of others is in connection with the administration of the customer collection and vendor remittance activities by certain subsidiaries within the Company's epay and EFT Processing Segments. Amounts collected on behalf of certain mobile phone operators and/or merchants are deposited into a restricted cash account. The bank credit arrangements primarily represent cash collateral on deposit with commercial banks to cover guarantees.
(8) Property and Equipment, Net
The components of property and equipment, net of accumulated depreciation and amortization as of December 31, 2021 and 2020 are as follows:
As of December 31,
(in thousands)
2021
2020
ATMs
$
560,310
$
554,508
POS terminals
31,321
33,258
Vehicles and office equipment
75,331
75,936
Computers and software
210,363
203,883
Land and buildings
687
1,285
878,012
868,870
Less accumulated depreciation
( 532,631
)
( 490,429
)
Total
$
345,381
$
378,441
Depreciation expense related to property and equipment, including property and equipment recorded under finance leases, for the years ended December 31, 2021, 2020 and 2019 was $ 104.7 million, $ 96.1 million and $ 83.5 million, respectively.
76
(9) Goodwill and Acquired Intangible Assets, Net
The following table summarizes intangible assets as of December 31, 2021 and 2020:
As of December 31, 2021
As of December 31, 2020
(in thousands)
Gross Carrying Amount
Accumulated Amortization
Gross Carrying Amount
Accumulated Amortization
Customer relationships
$
176,024
$
( 103,713
)
$
186,749
$
( 99,131
)
Trademarks and trade names
45,445
( 32,596
)
46,762
( 31,327
)
Software
60,118
( 47,485
)
61,602
( 42,772
)
Non-compete agreements
1,260
( 1,260
)
1,980
( 1,980
)
Total
$
282,847
$
( 185,054
)
$
297,093
$
( 175,210
)
The following table summarizes the goodwill and amortizable intangible assets activity for the years ended December 31, 2021 and 2020:
(in thousands)
Acquired Intangible Assets
Goodwill
Total Intangible Assets
Balance as of January 1, 2020
$
141,847
$
743,823
$
885,670
Increases (decreases):
Acquisitions (see footnote 6)
1,575
( 265 )
1,310
Impairment
( 2,048 )
( 104,554
)
( 106,602 )
Amortization
( 22,867
)
—
( 22,867
)
Other (primarily changes in foreign currency exchange rates)
3,376
26,817
30,193
Balance as of December 31, 2020
121,883
665,821
787,704
Increases (decreases):
Amortization
( 23,059
)
—
( 23,059
)
Other (primarily changes in foreign currency exchange rates)
( 1,031
)
( 24,216
)
( 25,247
)
Balance as of December 31, 2021
$
97,793
$
641,605
$
739,398
Impairment Charges
The COVID- 19 pandemic and subsequent mitigation efforts, which include global business shutdowns, the closing of borders and the implementation of mandatory social distancing requirements, has created an unprecedented disruption to our business beginning in the first half of 2020 . These mitigation efforts coupled with the negative economic impacts to the tourism industry caused a decline in revenues, earnings, and necessitated changes to our forecasted outlook. The Company determined the totality of these events constituted a triggering event that required us to perform an interim goodwill impairment assessment as of June 1, 2020. The Company concluded a triggering event had occurred for six reporting units, resulting in quantitative impairment tests. Three reporting units were within the EFT segment, two reporting units were within the Money Transfer segment, and one reporting unit was within the epay segment. As a result, the Company recorded a non-cash goodwill impairment charge of $ 104.6 million with respect to the xe, Innova and Pure Commerce reporting units. $ 21.9 million of th e impairment charge was included within the EFT Segment, and $ 82.7 million of the i mpairment charge was included in the Money Transfer Segment.
77
During the second half of 2020, the Company recorde d a $ 2.0 million non-ca sh impairment charge for acquired intangible assets, specifically related to customer lists in the xe reporting unit.
Of the total goodwill balance of $ 641.6 million as of December 31, 2021 , $ 392.3 million relates to the Money Transfer Segment, $ 129.1 million relates to the epay Segment and the remaining $ 120.2 million relates to the EFT Processing Segment. Amortization expense for intangible assets with finite lives was $ 23.1 million , $ 22.9 million and $ 20.4 million for the years ended December 31, 2021 , 2020 and 2019 , respectively. Estimated annual amortization expense on intangible assets with finite lives as of December 31, 2021 , is expected to total $ 21.7 million for 2022 , $ 16.7 million for 2023, $ 9.9 million for 2024, $ 6.5 million for 2025, and $ 6.1 million for 2026 .
(10) Accrued Expenses and Other Current Liabilities
The balances as of December 31, 2021 and 2020 were as follows:
As of December 31,
(in thousands)
2021
2020
Accrued expenses
$
285,098
$
288,996
Derivative liabilities
23,285
65,905
Accrued payroll expenses
55,162
42,717
Current portion of finance lease obligations
4,147
6,403
Total
$
367,692
$
404,021
78
(11) Debt Obligations
Debt obligations consist of the following as of December 31, 2021 and 2020 :
As of December 31,
(in thousands)
2021
2020
Credit Facility:
Revolving credit agreement
$
283,400
$
270,400
Convertible Debt:
0.75 % convertible notes, unsecured, due 2049
468,235
452,228
1.375 % Senior Notes, due 2026
682,080
732,840
Other obligations
920
850
Total debt obligations
$
1,434,635
$
1,456,318
Unamortized debt issuance costs
( 13,729
)
( 17,932
)
Carrying value of debt
$
1,420,906
$
1,438,386
Short-term debt obligations and current maturities of long-term debt obligations
( 821
)
( 797
)
Long-term debt obligations
$
1,420,085
$
1,437,589
As of December 31, 2021 , aggregate annual maturities of long-term debt are $ 0.8 million in 2022, $ 283.5 million due in 2023 , no maturities in 2024, $ 468.2 million due in 2025, and $ 682.1 million thereafter. This maturity schedule reflects the revolving credit facility maturing in 2023 and the Convertible Notes maturing in 2025, coinciding with the terms of the initial put option by holders of the Convertible Notes. It also reflects the maturing of the 1.375 % Senior Notes of € 600 million ($ 682.1 million) due in 2026.
Credit Facility
On October 17, 2018, the Company entered into an unsecured revolving credit agreement (the "Credit Facility") for $ 1.0 billion that expires on October 17, 2023. Fees and interest on borrowings are based upon the Company's corporate credit rating and are based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over London Inter-Bank Offered Rate ("LIBOR") or a margin over the base rate, as selected by the Company, with the applicable margin ranging from 1.125 % to 2.0 % (or 0.175 % to 1.0 % for base rate loans). The Credit Facility allows for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Czech koruna, Danish krone, euro, Hungarian forints, Japanese yen, New Zealand dollars, Norwegian krone, Polish zlotys, Swedish krona, Swiss francs, and U.S. dollars. The Credit Facility contains a $ 200 million sublimit for the issuance of letters of credit, a $ 50 million sublimit for U.S. dollar swingline loans, and a $ 90 million sublimit for certain foreign currencies swingline loans.
The weighted average interest rate of the Company's borrowings under the Credit Facility wa s 1.2 % as of December 31, 2021 .
As of December 31, 2021 and 2020, the Company had stand-by letters of credit/bank guarantees outstanding under the Credit Facility of $ 57.3 million and $ 60.8 million , respectively. Stand-by letters of credit/bank guarantees reduce the Company's borrowing capacity under the Credit Facility and are generally used to secure trade credit and performance obligations. As of December 31, 2021 and 2020, the stand-by letters of credit interest charges were each 1.1 % per annum . Borrowing capacity under the Credit Facility as of December 31, 2021 was $ 689.3 million.
79
The Credit Facility contains customary affirmative and negative covenants, events of default and financial covenants, including: (i) as of the end of each fiscal quarter ended on March 31, September 30 and December 31, a Consolidated Total Leverage Ratio not to be greater than 3.5 to 1.0; (ii) as of the end of each fiscal quarter ended on June 30, a Consolidated Total Leverage Ratio (as defined in the Credit Facility) not to be greater than 4.0 to 1.0; provided that, not more than two times prior to the expiration date, that a Material Acquisition has been consummated, for any period of four consecutive fiscal quarters following such Material Acquisition, the Consolidated Total Leverage Ratio will be not greater than 4.0 to 1.0 for fiscal quarters ended on March 31, September 30 and December 31 and not greater than 4.5 to 1.0 for fiscal quarters ended on June 30; provided, further, that following such four consecutive fiscal quarters for which the maximum Consolidated Total Leverage Ratio is increased, the maximum Consolidated Total Leverage Ratio shall revert to the levels set forth in clauses (i) and (ii) above for not fewer than two fiscal quarters before a subsequent Increase Notice is delivered to the syndicate of financial institutions; and (iii) a Consolidated Interest Coverage Ratio (as defined in the Credit Facility) not less than 4.0 to 1.0. Subject to meeting certain leverage ratio and liquidity requirements as contained in the unsecured credit agreement, the Company is permitted to pay dividends, repurchase common stock and repurchase subordinated debt. On September 17 , 2020, the Company and certain of its subsidiaries entered into an amendment (the "Amendment") to the Credit Facility. Under the Amendment, the Consolidated Total Leverage Ratio, as defined in the Credit Facility, was modified to reduce the amount of consolidated funded debt by the amount of cash and cash equivalents on the Company's consolidated balance sheet and the Consolidated Interest Coverage Ratio now includes a one-time option to reduce the ratio to 3.5 to 1.0 from 4.0 to 1.0 for a period of up to three consecutive quarters. The Company was in compliance with all debt covenants as of December 31, 2021.
Uncommitted Line of Credit
On September 4, 2019, the Company entered into an Uncommitted Loan Agreement with Bank of America which provided Euronet up to $ 100.0 million under an uncommitted line of credit. Interest on borrowings was equal to LIBOR plus 0.65 % and the agreement was set to expire September 4, 2020. During the three months ended June 30, 2020, the Company and Bank of America mutually agreed to terminate the Uncommitted Loan Agreement.
Convertible Debt
On March 18, 2019, the Company completed the sale of $ 525.0 million of Convertible Senior Notes ("Convertible Notes"). The Convertible Notes mature in March 2049 unless redeemed or converted prior to such date, and are convertible into shares of Euronet Common Stock at a conversion price of approximately $ 188.73 per share if certain conditions are met (relating to the closing price of Euronet Common Stock exceeding certain thresholds for specified periods). Holders of the Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In connection with the issuance of the Convertible Notes, the Company recorded $ 12.8 million in debt issuance costs, which are being amortized through March 1, 2025.
The Company may not redeem the Convertible Notes prior to September 20, 2022. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, (i) on or after September 20, 2022 if the closing sale price of the Company's Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) on or after March 20, 2025 and prior to the maturity date, regardless of the foregoing sale price condition, in each case at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes. In addition, if a fundamental change, as defined in the Indenture, occurs prior to the maturity date, holders may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of December 31, 2021 the conversion threshold was not met.
In accordance with ASC 470-20-30-27, proceeds from the issuance of convertible debt is allocated between debt and equity components so that debt is discounted to reflect the Company's nonconvertible debt borrowing rate. ASC 470-20-35-13 requires the debt discount to be amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. The allocation resulted in an increase to additional paid-in capital of $ 99.7 million for the Convertible Notes.
The Company used $ 94.2 million of the net proceeds from the issuance of the Convertible Notes to repurchase $ 49.0 million aggregate principal amount of the Company's 1.5 % Convertible Senior Notes due 2044 (the "Retired Convertible Notes") from a limited number of holders in privately negotiated transactions.
80
On March 18, 2019, the Company provided a notice of redemption to the trustee of the indenture governing the Retired Convertible Notes (the "Existing Indenture"), pursuant to which the Company would redeem all of the remaining principal amount outstanding of the Retired Convertible Notes on May 28, 2019 (the "Redemption Date") for cash at a redemption price equal to 100 % of the principal amount of the Retired Convertible Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The issuance of the Convertible Notes and the conversion of the Retired Convertible Notes, resulted in a $ 25.6 million recognition and a $ 34.2 million reversal of deferred tax liabilities within the additional paid-in capital as of December 31, 2019, respectively.
Prior to the Redemption Date, approximately $ 352.4 million principal amount of the Retired Convertible Notes were submitted for conversion. The Company elected to settle the conversion of such Retired Convertible Notes through a combination of cash and stock. The Company paid cash equal to $ 1,000 for each $ 1,000 principal amount of Retired Convertible Notes submitted for conversion and satisfied the remainder of the conversion obligation by issuing shares of the Company's Common Stock valued at $ 147.24 per share. As a result, the Company paid cash of $ 352.4 million and issued approximately 2.5 million shares of its Common Stock. In accordance with ASC 470, the Company recognized a loss of $ 9.8 million on the conversion and redemption for the year ended December 31, 2019, representing the difference between the fair value of the Retired Convertible Notes converted and the carrying value of the bonds at the time of conversion. The Company is using the remainder of the net proceeds from the issuance of the Convertible Notes to finance the further growth of the business.
Contractual interest expense for the Retired Convertible Notes was $ 1.5 million for the year ended December 31, 2019 and a ccretion expense was $ 4.6 million for the year ended December 31, 2019 .
Contractual interest expense for the Convertible Notes was $ 3.9 million, $ 3.9 million, and $ 3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accretion expense was $ 16.0 million, $ 15.3 million and $ 11.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The effective interest rate was 4.4 % for the year ended December 31, 2021. As of December 31, 2021, the unamortized discount was $ 56.8 million and will be amortized through March 2025 .
1.375 % Senior Notes due 2026
On May 22, 2019, the Company completed the sale of € 600 million ($ 669.9 million) aggregate principal amount of Senior Notes that mature on May 2026 (the "Senior Notes"). The Senior Notes accrue interest at a rate of 1.375 % per year, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption. As of December 31, 2021, the Company has outstanding € 600 millio n ($ 682.1 million) principal amount of the Senior Notes. In addition, the Company may redeem some or all of these notes on or after February 22, 2026 at their principal amount plus any accrued and unpaid interest. As of December 31, 2021, the Company had $ 5.4 million of unamortized debt issuance costs related to the Senior Notes.
Other obligations
Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes. As of December 31, 2021 and 2020, borrowings under these arrangements were $ 0.9 million and $ 0.9 million, respectively. As of December 31, 2021, there was $ 0.8 million due in 2022 under these other obligation arrangements.
(12) Derivative Instruments and Hedging Activities
The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) certain foreign currency denominated other asset and liability positions. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC 815 , primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates being reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect.
81
Foreign currency exchange contracts - Ria Operations and Corporate
In the United States, the Company uses short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company's credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts executed with counterparties in the U.S. are governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements; therefore, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity. As of December 31, 2021 and 2020, the Company had foreign currency forward contracts outstanding in the U.S. with a notional value of $ 222.1 million and $ 246.0 million, respectively. The foreign currency forward contracts consist primarily in Australian dollars, Canadian dollars, British pounds, euros and Mexican pesos.
In addition, the Company uses forward contracts, typically with maturities from a few days to less than one year, to offset foreign exchange rate fluctuations on certain short-term borrowings that are payable in currencies other than the U.S dollar. As of December 31, 2021 and 2020, the Company had foreign currency forward contracts outstanding with a notional value of $ 216.1 million and $ 454.3 million, respectively, primarily in euros.
Foreign currency exchange contracts - xe Operations
xe, writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity as part of its operations. xe aggregates its foreign currency exposures arising from customer contracts and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from xe's total portfolio of positions were $ 79.5 million , $ 68.2 million and $ 71.1 million for the years ended December 31, 2021 , 2020 and 2019, respectively. All of the derivative contracts used in the Company' s xe operations are economic hedges and are not designated as hedges under ASC 815 . The duration of these derivative contracts is generally less than one year.
The fair value of xe's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. xe manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering into contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. xe does not expect any significant losses from counterparty defaults.
The aggregate equivalent U.S. dollar notional amounts of foreign currency derivative customer contracts held by the Company in its xe operations as of December 31, 2021 and 2020, was approximately $ 1.0 billion and $ 1.3 billion, respectively. The significant majority of customer contracts are written in major currencies such as the euro, U.S. dollar, British pound, Australian dollar and New Zealand dollar.
The following table summarizes the fair value of the derivative instruments as recorded in the Consolidated Balance Sheets as of the dates below:
Asset Derivatives
Liability Derivatives
Fair Value
Fair Value
(in thousands)
Balance Sheet Location
December 31, 2021
December 31, 2020
Balance Sheet Location
December 31, 2021
December 31, 2020
Derivatives not designated as hedging instruments
Foreign currency exchange contracts
Other current assets
$
27,582
$
80,879
Other current liabilities
$
( 23,285
)
$
( 65,905
)
82
Balance Sheet Presentation
The following tables summarize the gross and net fair value of derivative assets and liabilities as of December 31, 2021 and 2020 (in thousands):
Offsetting of Derivative Assets
Gross Amounts Not Offset in the Consolidated Balance Sheet
As of December 31, 2021
Gross Amounts of Recognized Assets
Gross Amounts Offset in the Consolidated Balance Sheet
Net Amounts Presented in the Consolidated Balance Sheet
Financial Instruments
Cash Collateral Received
Net Amounts
Derivatives subject to a master netting arrangement or similar agreement
$
27,582
$
—
$
27,582
$
( 14,875
)
$
( 2,284
)
$
10,423
As of December 31, 2020
Derivatives subject to a master netting arrangement or similar agreement
$
80,879
$
—
$
80,879
$
( 44,893
)
$
( 2,778
)
$
33,208
Offsetting of Derivative Liabilities
Gross Amounts Not Offset in the Consolidated Balance Sheet
As of December 31, 2021
Gross Amounts of Recognized Liabilities
Gross Amounts Offset in the Consolidated Balance Sheet
Net Amounts Presented in the Consolidated Balance Sheet
Financial Instruments
Cash Collateral Paid
Net Amounts
Derivatives subject to a master netting arrangement or similar agreement
$
( 23,285
)
$
—
$
( 23,285
)
$
14,875
$
640
$
( 7,770
)
As of December 31, 2020
Derivatives subject to a master netting arrangement or similar agreement
$
( 65,905
)
$
—
$
( 65,905
)
$
44,893
$
12,272
$
( 8,740
)
83
Income Statement Presentation
The following tables summarize the location and amount of gains on derivatives in the Consolidated Statements of Operations for the years ended December 31, 2021 , 2020 and 2019:
Amount of Gain (Loss) Recognized in Income on Derivative Contracts (a)
Location of Gain (Loss) Recognized in Income on Derivative Contracts
Year Ended December 31,
(in thousands)
2021
2020
2019
Foreign currency exchange contracts - Ria Operations
Foreign currency exchange gain (loss), net
$
1,618
$
( 1,499
)
$
62
(a) The Company enters into derivative contracts such as foreign currency exchange forwards and cross-currency swaps as part of its xe operations. These derivative contracts are excluded from this table as they are part of the broader disclosure of foreign currency exchange revenues for this business discussed above.
See Note 18, Financial Instruments and Fair Value Measurements, for the determination of the fair values of derivatives.
(13) Leases
The Company enters into operating leases for ATM sites, office spaces, retail stores and equipment. The Company's finance leases are immaterial. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease terms.
The present value of lease payments is determined using the incremental borrowing rate based on information available at the lease commencement date. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
84
Most leases include an option to renew, with renewal terms that can extend the lease terms. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms. The Company also has a unilateral termination right for most of the ATM site leases. The Company evaluated the likelihood of exercising the renewal and termination options beginning with the adoption of the new accounting lease standard on January 1, 2019, concluding: the options were not reasonably certain to be exercised and thus were not considered in determining the lease terms, and associated payment impacts were excluded from lease payments; and termination options were reasonably certain not to be exercised and therefore the stated lease payment schedule of the lease was used to determine the lease term.
During the second quarter of 2020 , the impact of the COVID- 19 pandemic was a significant event that caused a significant change in circumstances and business plans to manage our portfolio of ATM leases. Specifically, the Company downsized, through the exercise of termination clauses and the reduction of monthly costs by renegotiating payment terms of its ATM leases. The Company's execution of the business plan to renegotiate terms and downsize the portfolio of ATM leases constituted a reassessment event during the second quarter of 2020 . The reassessment event required the Company to reevaluate the accounting for the portfolio of ATM leases, including lease terms. Due to the recent increased frequency of ATM site lease terminations, modifications, and greater unpredictability whether or not future lease terminations will be exercised, the Company was no longer able to conclude that termination options are reasonably certain not to be exercised. This reassessment conclusion impacted the lease term evaluation, instead of determining the lease term based on the stated lease payment schedule of the lease, the lease term was evaluated when the Company has the contractual ability to terminate the lease (most leases allow for a termination upon advance notice of between 30 and 90 days), which impacted the amounts recorded as right of use assets and lease liability balances. New, amended, and modified ATM site leases with termination options exercisable within 12 months will be excluded from th e right of use lease asset and lease liability balances under the short-term lease exemption.
Payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred. The short-term lease expense for 2021 reasonably reflects the Company’s short-term lease commitments. Certain of the Company's lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation. Variable lease payments are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed occurs and are excluded from the right of use assets and lease liabilities balances. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Future minimum lease payments
Future minimum lease payments under the operating leases (with initial lease terms in excess of one year) as of December 31, 2021 are:
As of December 31, 2021
Maturity of Lease Liabilities (in thousands)
Operating Leases (1)
2022
$
48,412
2023
37,368
2024
27,827
2025
19,172
2026
12,620
Thereafter
22,819
Total lease payments
168,218
Less: imputed interest
( 4,727
)
Present value of lease liabilities
$
163,491
( 1 ) Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements.
85
Lease expense recognized in the Consolidated Statements of Operations is summarized as follows:
Lease Expense (in thousands)
Income Statement Classification
Year ended December 31, 2021
Year ended December 31, 2020
Operating lease expense
Selling, general and administrative and Direct operating costs
$
55,613
$
83,102
Short-term and variable lease expense
Selling, general and administrative and Direct operating costs
115,963
69,711
Total lease expense
$
171,576
$
152,813
Other information about lease amounts recognized in the consolidated financial statements is summarized as follows:
Lease Term and Discount Rate of Operating Leases
As of December 31, 2021
Weighted- average remaining lease term (years)
4.9
Weighted- average discount rate
2.24
The following table presents supplemental cash flow and non-cash information related to leases:
Other Information (in thousands)
Year ended December 31, 2021
Year ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities (a)
$
51,464
$
79,447
Supplemental non-cash information on lease liabilities arising from obtaining ROU assets:
ROU assets obtained in exchange for new operating lease liabilities
$
69,073
$
77,728
(a) Included in Net cash provided by operating activities on the Company's Consolidated Statements of Cash Flows.
(14) Income Taxes
The sources of income before income taxes for the years ended December 31, 2021, 2020 and 2019 are presented as follows:
Year Ended December 31,
(in thousands)
2021
2020
2019
Income before taxes:
United States
$
( 4,775
)
$
40,323
$
44,290
Foreign
140,450
( 32,152
)
389,517
Total income before income taxes
$
135,675
$
8,171
$
433,807
86
The Company's income tax expense for the years ended December 31, 2021, 2020 and 2019 consisted of the following:
Year Ended December 31,
(in thousands)
2021
2020
2019
Current tax expense (benefit):
U.S.
$
2,810
$
2,605
$
( 4,885
)
Foreign
59,874
39,270
83,792
Total current
62,684
41,875
78,907
Deferred tax expense (benefit):
U.S.
12,269
( 16,100
)
( 8,424
)
Foreign
( 9,865
)
( 14,300
)
16,629
Total deferred
2,404
( 30,400
)
8,205
Total tax expense
$
65,088
$
11,475
$
87,112
The following is a reconciliation of the federal statutory income tax rates of 21 % to the effective income tax rate for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
(dollar amounts in thousands)
2021
2020
2019
U.S. federal income tax expense at applicable statutory rate
$
28,492
$
1,716
$
91,099
Tax effect of:
State income tax expense at statutory rates, net of U.S. federal income tax
1,516
347
5,101
Non-deductible expenses
538
1,887
2,896
Share-based compensation
( 3,524
)
( 6,446
)
( 2,875
)
Other permanent differences
( 2,047
)
3,828
( 864
)
Difference between U.S. federal and foreign tax rates
7,438
7,002
12,281
Provision in excess of statutory rates
2,879
( 6,491 )
3,565
Change in federal and foreign valuation allowance
26,673
( 4,238 )
2,144
Impairment of goodwill and acquired intangibles assets
—
22,053
—
GILTI, net of tax credits
3,900
—
6,471
U.S. Tax Reform - transition tax and rate change
—
—
( 25,728
)
Tax credits
( 1,122
)
( 3,518
)
( 4,500
)
Other
345
( 4,665
)
( 2,478
)
Total income tax expense
$
65,088
$
11,475
$
87,112
Effective tax rate
48.0
%
140.4
%
20.1
%
We calculate our provision for federal, state and international income taxes based on current tax law. In the fourth quarter of 2019 after additional regulatory guidance was issued by applicable taxing authorities relating to the U.S. Tax Reform, the Company elected to claim U.S. foreign tax credits, which reduced the net tax expense by $ 25.7 million.
87
The tax effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities from continuing operations are as follows:
As of December 31,
(in thousands)
2021
2020
Deferred tax assets:
Tax loss carryforwards
$
65,862
$
45,609
Share-based compensation
9,743
6,771
Accrued expenses
19,907
22,243
Property and equipment
11,949
10,835
Goodwill and intangible amortization
9,353
7,614
C ontract costs
9,921
—
Intercompany notes
6,077
7,689
Accrued revenue
7,541
34,663
Tax credits
65,267
65,388
Lease accounting
42,381
39,962
Foreign exchange
8,283
19,160
Other
14,616
14,230
Gross deferred tax assets
270,900
274,164
Valuation allowance
( 100,489
)
( 77,563
)
Net deferred tax assets
170,411
196,601
Deferred tax liabilities:
Intangible assets related to purchase accounting
( 11,763
)
( 12,854
)
Goodwill and intangible amortization
( 30,339
)
( 24,763
)
Accrued expenses
( 21,495
)
( 43,971
)
Intercompany notes
( 10,388
)
( 10,396
)
Accrued interest
( 34,175
)
( 30,932
)
Capitalized research and development
( 6,376
)
( 6,352
)
Property and equipment
( 15,597
)
( 18,295
)
Accrued revenue
( 2,073
)
( 1,829
)
Lease accounting
( 42,381
)
( 39,962
)
Foreign exchange
( 1,211
)
( 10,880
)
Other
( 3,971
)
( 6,826
)
Total deferred tax liabilities
( 179,769
)
( 207,060
)
Net deferred tax liabilities
$
( 9,358
)
$
( 10,459
)
Net deferred tax assets of $ 37.7 million and $ 27.4 million as of December 31, 2021 and 2020, respectively, are recorded within "Other assets" on the Consolidated Balance Sheet.
Subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2021 are expected to be allocated to income taxes in the Consolidated Statements of Operations.
As of December 31, 2021, and 2020 , the Company's foreign tax loss carryforwards were $ 267.3 million and $ 197.4 million, respectively, and U.S. state tax loss carryforwards were $ 73.7 million and $ 95.8 million, respectively. As of December 31, 2021, the Company had U.S. foreign tax credit carryforwards of $ 61.6 million which are largely not expected to be utilized in future periods.
88
In assessing the Company's ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances, as of December 31, 2021.
As of December 31, 2021, the Company had foreign tax net operating loss carryforwards of $ 267.3 million, which will expire as follows:
(in thousands)
Gross
Tax Effected
Year ending December 31,
2022
$
3,960
$
749
2023
2,296
533
2024
3,153
711
2025
21,012
4,664
2026
21,767
4,843
Thereafter
25,465
6,501
Unlimited
189,670
45,792
Total
$
267,323
$
63,793
In addition, the Company's state tax net operating loss carryforwards of $ 73.7 million will expire periodically from 2022 through 2041 , U.S. foreign tax credit carryforwards of $ 61.6 million that will expire periodically from 2022 through 2030 and U.S. federal research and expenditure credit carryforwards of $ 3.3 million that will expire periodically from 2034 through 2038.
While U.S. tax expense has been recognized as a result of the transition tax and global intangible low-taxed income, or GILTI, provisions of U.S. Tax Reform, the Company has not provided additional deferred taxes with respect to items such as certain foreign exchange gains or losses, foreign withholding taxes or additional state taxes, if any, on undistributed earnings attributable to foreign subsidiaries and it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely. Gross undistributed earnings reinvested indefinitely in foreign subsidiaries aggregated approximately $ 1,808.8 million as of December 31, 2021.
89
Accounting for uncertainty in income taxes
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2021 and 2020 is as follows:
Year Ended December 31,
(in thousands)
2021
2020
Beginning balance
$
39,785
$
44,535
Additions based on tax positions related to the current year
3,815
7,331
Additions for tax positions of prior years
—
—
Reductions for tax positions of prior years
( 1,998
)
( 1,349
)
Settlements
—
( 10,127
)
Statute of limitations expiration
( 612
)
( 605
)
Ending balance
$
40,990
$
39,785
As of December 31, 2021 and 2020 , approximately $ 29.1 million and $ 31.8 million, respectively, of the unrecognized tax benefits would impact the Company's provision for income taxes and effective income tax rate, if recognized. Total estimated accrued interest and penalties related to the underpayment of income taxes was $ 7.2 million and $ 6.2 million as of December 31, 2021 and 2020 , respectively. The following income tax years remain open in the Company's major jurisdictions as of December 31, 2021:
Jurisdictions
Periods
U.S. (Federal)
2014 through 2021
Germany
2016 through 2021
Greece
2013 through 2021
Spain
2015 through 2021
U.K.
2018 through 2021
It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next twelve months as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect the Company's operating results. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.
(15) Valuation and Qualifying Accounts
Trade accounts receivable and accounts receivable balances included within the settlement assets are stated net of credit losses. Historically, the Company has not experienced significant write-offs. The Company records credit losses when it is probable that the accounts receivable balance will not be collected.
90
The following table provides a summary of the credit loss balances and activity for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
(in thousands)
2021
2020
2019
Beginning balance-credit losses
$
41,727
$
27,938
$
24,287
Additions-charged to expense
9,721
19,469
10,095
Amounts written off
( 21,662
)
( 7,842
)
( 6,179
)
Other (primarily changes in foreign currency exchange rates)
2,024
2,162
( 265
)
Ending balance-credit losses
$
31,810
$
41,727
$
27,938
(16) Stock Plans
The Company has share-based compensation plans ("SCP") that allow it to grant restricted shares, or options to purchase shares, of common stock to certain current and prospective key employees, directors and consultants of the Company. These awards gen erally vest over periods ranging from three to five years from the date of grant. Stock options are generally exercisable during the shorter of a ten-year term or the term of employment with the Company. With the exception of certain awards made to the Company's employees in Germany, Singapore and Malaysia, awards under the SCP are settled through the issuance of new shares under the provisions of the SCP. For Company employees in Germany, Singapore and Malaysia, certain awards are settled through the issuance of treasury shares, which also reduces the number of shares available for future issuance under the SCP. As of December 31, 2021, the Company has approximately 5.6 million in total shares remaining available for issuance under the SCP.
Share-based compensation expense was $ 36.5 million, $ 22.0 million and $ 21.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was recorded in salaries and benefits expense in the accompanying Consolidated Statements of Operations. The Company recorded a tax benefit of $ 4.1 million, $ 2.1 million and $ 4.9 million during the years ended December 31, 2021, 2020 and 2019, respectively, for the portion of this expense that relates to foreign tax jurisdictions in which an income tax benefit is expected to be derived.
Stock options
Summary stock options activity is presented in the table below:
Number of Shares
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (years)
Aggregate Intrinsic Value (thousands)
Balance at December 31, 2020 (1,497,567 shares exercisable)
4,091,293
$
94.88
Granted
532,979
$
116.55
Exercised
( 296,363
)
$
26.41
Forfeited/Canceled
( 17,831
)
$
119.80
Expired
( 877
)
$
16.39
Balance at December 31, 2021
4,309,201
$
102.19
7.2
$
97,425
Exercisable at December 31, 2021
1,466,983
$
78.19
4.5
$
65,770
Vested and expected to vest at December 31, 2021
1,963,940
$
90.29
5.5
$
68,162
91
Options outstanding that are expected to vest are net of estimated future forfeitures. The Company received cash of $ 7.8 million, $ 15.8 million and $ 13.1 million in connection with stock options exercised in the years ended December 31, 2021 , 2020 and 2019 , respectively. The intrinsic value of these options exercised was $ 27.7 million, $ 41.1 million and $ 30.6 million in the years ended December 31, 2021 , 2020 and 2019 , respectively. As of December 31, 2021 , unrecognized compensation expense related to nonvested stock options that are expected to vest totaled $ 58.5 million and wi ll be recognized over the next 4 years, with an overall weighted-average period of 2.6 years. The following table provides the fair value of options granted under the SCP during 2021 , 2020 and 2019 , together with a description of the assumptions used to calculate the fair value using the Black-Scholes-Merton option-pricing model:
Year ended December 31,
2021
2020
2019
Volatility
39.3
%
35.6
%
29.3
%
Risk-free interest rate - weighted average
1.2
%
0.6
%
2.1
%
Risk-free interest rate - range
0.5 % to 1.21
%
0.31 % to 1.17
%
(a)
Dividend yield
—
%
—
%
—
%
Assumed forfeitures
8.0
%
8.0
%
8.0
%
Expected lives
4.6 years
7.1 years
5.2 years
Weighted-average fair value (per share)
$
39.99
$
48.21
$
43.96
(a) At the date of grant, the risk fee rate for stock options awarded in 2019 was 1.7 % .
During 2021, the Company granted approximately 331,000 options that were valued using a Monte Carlo simulation (not included in the table above). The Monte Carlo simulation calculated a fair value per option of $ 40.30 using the following assumptions: volatility of 40.0 %, risk-free interest rate of 1.19 %, and a term of 4.5 years. During 2020, the Company granted 1,350,000 options that were valued using a Monte Carlo simulation (not included in the table above). The Monte Carlo simulation calculated a fair value per option of $ 26.90 using the following assumptions: volatility of 37.0 %, risk-free interest rate of 0.33 %, and a term of 5.0 years.
Restricted stock
Restricted stock awards vest based on the achievement of time-based service conditions and/or performance-based conditions. For certain awards, vesting is based on the achievement of more than one condition of an award with multiple time-based and/or performance-based conditions.
Summary restricted stock activity is presented in the table below:
Number of Shares
Weighted Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020
485,510
$
126.62
Granted
191,184
$
117.35
Vested
( 107,700
)
$
115.85
Forfeited
( 33,890
)
$
98.18
Nonvested at December 31, 2021
535,104
$
127.96
92
The fair value of shares vested in the years ended December 31, 2021, 2020 and 2019 was $ 13.8 million, $ 15.4 million and $ 16.6 million, respectively. As of December 31, 2021, there was $ 17.3 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 3.0 years. As of December 31, 2021, there was $ 16.8 million of total unrecognized compensation costs related to unvested performance-based restricted stock, which is expected to be recognized based on Company performance over a weighted-average period of 2.0 years. The weighted average grant date fair value of restricted stock granted during the years ended December 31, 2021, 2020 and 2019 was $ 115.85 , $ 117.97 and $ 145.93 per share, respectively.
(17) Business Segment Information
Euronet's reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting ("ASC 280") . The Company currently operates in the following three reportable operating segments:
1) Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and the United States. The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and prepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value added services. Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
2) T hrough the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the U.S. and South America.
3) Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria, AFEX, IME, and xe. Ria, AFEX, and IME provide global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network. xe offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses. xe is also a provider of foreign currency exchange information. The Company also offers customers bill payment services, payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services, foreign currency exchange services and mobile top-up. Furthermore, xe provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses.
In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in its administrative division, "Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company's reportable operating segments.
93
The following tables present the Company's reportable segment results for the years ended December 31, 2021, 2020 and 2019:
For the Year Ended December 31, 2021
(in thousands)
EFT Processing
epay
Money Transfer
Corporate Services, Eliminations and Other
Consolidated
Total revenues
$
591,138
$
1,011,482
$
1,400,957
$
( 8,134 )
$
2,995,443
Operating expenses:
Direct operating costs
354,254
760,891
793,218
( 8,096 )
1,900,267
Acquired contract cost impairment
—
—
38,634
—
38,634
Salaries and benefits
98,584
79,451
255,816
50,988
484,839
Selling, general and administrative
47,832
39,602
157,955
6,544
251,933
Depreciation and amortization
90,969
8,501
35,739
545
135,754
Total operating expenses
591,639
888,445
1,281,362
49,981
2,811,427
Operating income (expense)
$
( 501 )
$
123,037
$
119,595
$
( 58,115 )
$
184,016
Other income (expense)
Interest income
664
Interest expense
( 38,198 )
Foreign currency exchange loss, net
( 10,866 )
Other gains, net
59
Total other expense, net
( 48,341 )
Income before income taxes
$
135,675
Segment assets as of December 31, 2021
$
1,682,680
$
1,234,074
$
1,621,726
$
205,796
$
4,744,276
94
For the Year Ended December 31, 2020
(in thousands)
EFT Processing
epay
Money Transfer
Corporate Services, Eliminations and Other
Consolidated
Total revenues
$
468,726
$
835,517
$
1,183,849
$
( 5,392
)
$
2,482,700
Operating expenses:
Direct operating costs
302,637
630,391
649,033
( 5,362
)
1,576,699
Salaries and benefits
91,526
64,769
213,511
34,336
404,142
Selling, general and administrative
35,388
35,789
142,161
8,276
221,614
Goodwill and acquired intangible assets impairment
21,861
—
84,741
—
106,602
Depreciation and amortization
84,025
7,890
34,694
412
127,021
Total operating expenses
535,437
738,839
1,124,140
37,662
2,436,078
Operating income (expense)
$
( 66,711 )
$
96,678
$
59,709
$
( 43,054
)
$
46,622
Other income (expense)
Interest income
1,040
Interest expense
( 36,604
)
Foreign currency exchange gain, net
( 3,756 )
Other gains, net
869
Total other expense, net
( 38,451
)
Income before income taxes
$
8,171
Segment assets as of December 31, 2020
$
1,541,610
$
1,135,204
$
1,755,651
$
494,246
$
4,926,711
95
For the Year Ended December 31, 2019
(in thousands)
EFT Processing
epay
Money Transfer
Corporate Services, Eliminations and Other
Consolidated
Total revenues
$
888,712
$
769,329
$
1,096,226
$
( 4,158
)
$
2,750,109
Operating expenses:
Direct operating costs
397,132
576,757
586,730
( 4,136
)
1,556,483
Salaries and benefits
87,603
61,540
208,792
36,809
394,744
Selling, general and administrative
35,518
35,054
133,068
8,304
211,944
Depreciation and amortization
71,819
6,774
32,846
305
111,744
Total operating expenses
592,072
680,125
961,436
41,282
2,274,915
Operating income (expense)
$
296,640
$
89,204
$
134,790
$
( 45,440
)
$
475,194
Other income (expense)
Interest income
1,969
Interest expense
( 36,237
)
Foreign currency exchange loss, net
2,701
Other gains, net
( 9,820 )
Total other expense, net
( 41,387
)
Income before income taxes
$
433,807
Segment assets as of December 31, 2019
$
1,914,144
$
962,671
$
1,560,136
$
220,715
$
4,657,666
96
Total revenues for the years ended December 31, 2021, 2020 and 2019, and property and equipment and total assets as of December 31, 2021 and 2020, summarized by geographic location, were as follows:
Revenues
Property and Equipment, net
Total Assets
For the year ended December 31,
as of December 31,
as of December 31,
(in thousands)
2021
2020
2019
2021
2020
2021
2020
United States
$
805,028
$
725,135
$
716,576
$
59,469
$
55,573
$
1,040,190
$
1,255,983
Germany
631,550
533,999
518,146
32,126
38,808
901,724
797,627
Spain
157,766
118,934
189,104
50,321
61,563
317,199
291,254
United Kingdom
143,914
118,024
135,006
13,783
20,150
371,090
402,587
Italy
130,095
92,006
130,929
18,279
21,225
207,347
231,548
Poland
93,654
89,688
130,104
24,091
33,087
201,506
206,016
India
173,154
123,343
113,146
32,705
26,126
206,378
182,073
France
166,655
119,265
94,352
7,038
2,731
134,981
112,335
Greece
61,627
39,705
79,716
10,815
13,252
80,778
78,439
Malaysia
50,039
73,541
74,948
1,998
2,319
91,813
115,448
Australia
46,851
46,062
51,686
2,791
1,575
56,275
68,577
New Zealand
56,480
47,368
47,611
3,949
3,772
231,468
254,580
Other
478,630
355,630
468,785
88,016
98,260
903,527
930,244
Total foreign
2,190,415
1,757,565
2,033,533
285,912
322,868
3,704,086
3,670,728
Total
$
2,995,443
$
2,482,700
$
2,750,109
$
345,381
$
378,441
$
4,744,276
$
4,926,711
Revenues are attributed to countries based on location of the customer, with the exception of software sales made by the Company's software subsidiary, which are attributed to the U.S.
(18) Financial Instruments and Fair Value Measurements
Concentrations of credit risk
The Company's credit risk primarily relates to trade accounts receivable and cash and cash equivalents. The EFT Processing Segment's customer base includes the most significant international card organizations and certain banks in its markets. The epay Segment's customer base is diverse and includes several major retailers and/or distributors in markets that they operate. The Money Transfer Segment trade accounts receivable are primarily due from independent agents that collect cash from customers on the Company's behalf and generally remit the cash within one week. The Company performs ongoing evaluations of its customers' financial condition and limits the amount of credit extended, or purchases credit enhancement protection, when deemed necessary, but generally requires no collateral. See Note 15, Valuation and Qualifying Accounts, for further disclosure.
The Company invests excess cash not required for use in operations primarily in high credit quality, short-term duration securities that the Company believes bear minimal risk.
97
Fair value measurements
Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transac tion between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
L evel 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
L evel 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.
The following table details financial assets measured and recorded at fair value on a recurring basis:
As of December 31, 2021
(in thousands)
Balance Sheet Classification
Level 1
Level 2
Level 3
Total
Assets
Foreign currency exchange contracts
Other current assets
$
—
$
27,582
$
—
$
27,582
Liabilities
Foreign currency exchange contracts
Other current liabilities
$
—
$
( 23,285
)
$
—
$
( 23,285
)
As of December 31, 2020
(in thousands)
Balance Sheet Classification
Level 1
Level 2
Level 3
Total
Assets
Foreign currency exchange contracts
Other current assets
$
—
$
80,879
$
—
$
80,879
Liabilities
Foreign currency exchange contracts
Other current liabilities
$
—
$
( 65,905
)
$
—
$
( 65,905
)
The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt obligations approximate fair values due to their short maturities. The carrying values of the Company's revolving credit agreements approximate fair values because interest is based on LIBOR that resets at va rious intervals of less than one year. The Company estimates the fair value of the Convertible Notes and Senior Notes using quoted prices in inactive markets for identical liabilities (Level 2). As of December 31, 2021 , the fair values of the Convertible Notes and Senior Notes were $ 589.3 million and $ 696.1 million , respectively, with carrying values of $ 468.2 million and $ 682.1 million, respectively.
(19) Litigation and Contingencies
From time to time, the Company is a party to legal and regulatory proceedings arising in the ordinary course of its business. Currently, there are no legal proceedings or regulatory findings that management believes, either individually or in the aggregate, would have a material adverse effect upon the Consolidated Financial Statements of the Company. In accordance with U.S. GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.
98
(20) Commitments
As of December 31, 2021 , the Company had $ 84.2 million of stand-by letters of credit/bank guarantees issued on its behalf, of which $ 3.7 million are collateralized by cash deposits held by the respective issuing banks.
Under certain circumstances, the Company grants guarantees in support of obligations of subsidiaries. As of December 31, 2021 , the Company granted off balance sheet guarantees for cash in various ATM networks amounting to $ 11.4 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $ 51.7 million over the terms of the agreements with the customers.
From time to time, the Company enters into agreements with commercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. The amount of such potential obligations is generally not stated in the agreements. Euronet's liability under such indemnification provisions may be mitigated by relevant insurance coverage and may be subject to time and materiality limitations, monetary caps and other conditions and defenses. Such indemnification obligations include the following:
•
In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for damage to ATMs and theft of ATM network cash that, generally, is not recorded on the Company's Consolidated Balance Sheets. As of December 31, 2021 , the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $ 558.1 million. The Company maintains insurance policies to mitigate this exposure;
•
In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for losses suffered by its customers and other parties as a result of the breach of its computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through its processing systems. The Company maintains insurance policies to mitigate this exposure;
•
In connection with the license of proprietary systems to customers, the Company provides certain warranties and infringement indemnities to the licensee, which generally warrant that such systems do not infringe on intellectual property owned by third parties and that the systems will perform in accordance with their specifications;
•
Euronet has entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which the Company has agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from the Company's use of the vendor's product or the services of the vendor or consultant;
•
In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, the Company has entered into agreements containing indemnification provisions, which can be generally described as follows: (i) in connection with acquisitions of operating units or assets made by Euronet, the Company has agreed to indemnify the seller against third party claims made against the seller relating to the operating unit or asset and arising after the closing of the transaction, and (ii) in connection with dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages incurred by the buyer due to the buyer's reliance on representations and warranties relating to the subject subsidiary, operating unit or business assets in the disposition agreement if such representations or warranties were untrue when made; and
•
Euronet has entered into agreements with certain third parties, including banks that provide fiduciary and other services to Euronet or to the Company's benefit plans. Under such agreements, the Company has agreed to indemnify such service providers for third-party claims relating to carrying out their respective duties under such agreements.
The Company is also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transfer operations. The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.
To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of December 31, 2021 or 2020 .
(21) Related Party Transactions
The Company leases an airplane from a company owned by Mr. Michael J. Brown, Euronet's Chief Executive Officer, President and Chairman of the Board of Directors. The airplane is leased for business use on a per flight hour basis at competitive commercial rates with no minimum usage requirement. Euronet incurred expenses of $ 0.1 million, $ 0.1 million and $ 0.3 million during the years ended December 31, 2021 , 2020 and 2019, respectively, for the use of this airplane.
99
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.