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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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þ |
Accelerated filer |
o | |
Non-accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
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As of |
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March 31, 2025 |
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December 31,
2024 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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ATM cash |
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Restricted cash |
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Settlement assets |
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Trade accounts receivable, net of credit losses of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Operating right of use lease assets |
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Property and equipment, net of accumulated depreciation of $ |
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Goodwill |
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Acquired intangible assets, net of accumulated amortization of $ |
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Other assets, net of accumulated amortization of $ |
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Convertible notes receivable |
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Total assets |
$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Settlement obligations |
$ |
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$ |
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Trade accounts payable |
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Accrued expenses and other current liabilities |
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Current portion of operating lease liabilities |
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Short-term debt obligations and current maturities of long-term debt obligations |
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Income taxes payable |
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Deferred revenue |
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Total current liabilities |
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Debt obligations, net of current portion |
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Operating lease obligations, net of current portion |
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Deferred income taxes |
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Other long-term liabilities |
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Total liabilities |
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Equity: |
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Euronet Worldwide, Inc. stockholders’ equity: |
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Preferred Stock, $ |
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Common Stock, $ |
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Additional paid-in-capital |
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Treasury stock, at cost, shares issued |
( |
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( |
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Retained earnings |
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Accumulated other comprehensive loss |
( |
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( |
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Total Euronet Worldwide, Inc. stockholders’ equity |
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Noncontrolling interests |
( |
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Total equity |
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Total liabilities and equity |
$ |
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$ |
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Three Months Ended
March 31, |
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2025 |
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2024 |
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Revenues |
$ |
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$ |
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Operating expenses: |
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Direct operating costs, exclusive of depreciation |
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Salaries and benefits |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income |
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Other income (expense): |
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Interest income |
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Interest expense |
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( |
) |
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( |
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Foreign currency exchange loss, net |
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( |
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( |
) |
Other gains (losses), net |
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( |
) | |
Other expense, net |
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( |
) |
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( |
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Income before income taxes |
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Income tax expense |
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( |
) |
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( |
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Net income |
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Net income attributable to noncontrolling interests |
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Net income attributable to Euronet Worldwide, Inc. |
$ |
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$ |
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Earnings per share attributable to Euronet Worldwide, Inc. stockholders: |
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Basic |
$ |
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$ |
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Diluted |
$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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2 |
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Three Months Ended
March 31, |
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2025 |
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2024 |
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Net income |
$ |
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$ |
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Translation adjustment |
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( |
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Comprehensive income (loss) |
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( |
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Comprehensive income attributable to noncontrolling interests |
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( |
) |
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Comprehensive income (loss) attributable to Euronet Worldwide, Inc. |
$ |
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$ |
( |
) |
3 |
Number of
Shares Outstanding |
Common
Stock |
Additional
Paid-in Capital |
Treasury
Stock |
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Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
( |
) | |||||||
Net income |
— | — |
— | ||||||||||||
Other comprehensive loss |
— | — | — | ||||||||||||
Stock issued under employee stock plans |
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— |
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( |
) | ||||||||||
Share-based compensation |
— |
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— | ||||||||||||
Repurchase of shares |
— | — | |||||||||||||
Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
Number of
Shares Outstanding |
Common
Stock |
Additional
Paid-in Capital |
Treasury
Stock |
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Balance of December 31, 2024 | $ | $ | $ | ( |
) | ||||||||||
Net income (loss) | — | — | — | — | |||||||||||
Other comprehensive income | — | — | — | — | |||||||||||
Stock issued under employee stock plans | — | ( |
) | ||||||||||||
Share-based compensation | — | — | — | ||||||||||||
Repurchase of shares | ( |
) | — | — | ( |
) | |||||||||
Balance as of March 31, 2025 | $ | $ | $ | ( |
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Retained Earnings |
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Accumulated Other
Comprehensive Loss |
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Noncontrolling
Interests |
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Total |
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Balance as of December 31, 2023 |
$ |
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$ |
( |
) |
$ |
( |
) |
$ |
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Net income |
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— |
— |
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Other comprehensive loss |
— |
( |
) |
— |
( |
) | |||||||||
Stock issued under employee stock plans |
— | — | — |
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Share-based compensation |
— | — | — |
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Repurchase of shares |
— | — | — |
— |
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Balance as of March 31, 2024 |
$ |
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$ |
( |
) | $ |
( |
) | $ |
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Retained Earnings |
Accumulated Other
Comprehensive Loss |
Noncontrolling
Interests |
Total | ||||||||||||
Balance as of December 31, 2024 | $ | $ | ( |
) | $ | $ | |||||||||
Net income (loss) | — | — | |||||||||||||
Other comprehensive income | ( |
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Stock issued under employee stock plans | — | — | — | ( |
) | ||||||||||
Share-based compensation | — | — | — | ||||||||||||
Repurchase of shares | — | — | — | ( |
) | ||||||||||
Balance as of March 31, 2025 | $ | $ | ( |
) | $ | ( |
) | $ |
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Three Months Ended March 31, |
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2025 |
2024 |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation |
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Unrealized foreign exchange loss, net |
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Deferred income taxes |
( |
) |
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Amortization of debt issuance costs |
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Changes in working capital, net of amounts acquired: |
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Income taxes payable, net |
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( |
) | ||||
Trade accounts receivable, including amounts in settlement assets |
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Prepaid expenses and other current assets, including amounts in settlement assets |
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Trade accounts payable, including amounts in settlement obligations |
( |
) |
( |
) | |||
Deferred revenue |
( |
) |
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Accrued expenses and other current liabilities, including amounts in settlement obligations |
( |
) |
( |
) | |||
Changes in noncurrent assets and liabilities |
( |
) |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Acquisitions, net of cash acquired |
( |
) |
( |
) | |||
Purchases and proceeds of property and equipment |
( |
) |
( |
) | |||
Purchases of other long-term assets |
( |
) |
( |
) | |||
Purchase of convertible note receivable |
( |
) |
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Other, net |
( |
) |
( |
) | |||
Net cash used in investing activities |
( |
) |
( |
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Cash flows from financing activities: |
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Proceeds from issuance of shares |
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Repurchase of shares |
( |
) |
( |
) | |||
Borrowings from credit agreements |
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Repayments of credit agreements |
( |
) |
( |
) | |||
Repayment of convertible debt |
( |
) |
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Repayments of capital lease obligations |
( |
) |
( |
) | |||
Net borrowings from short-term obligations |
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Net cash provided by (used in) financing activities |
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Effect of exchange rate changes on cash and cash equivalents and restricted cash |
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( |
) | ||||
Decrease in cash and cash equivalents and restricted cash |
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( |
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Cash and cash equivalents and restricted cash at beginning of period |
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Cash and cash equivalents and restricted cash at end of period |
$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Interest paid during the period |
$ |
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$ |
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Income taxes paid during the period |
$ |
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$ |
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Euronet’s EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, normally coinciding with the tourism season. The epay Segment is 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. Also, epay sells large loyalty rewards campaigns to retailers, which could be deployed in any given quarter and will impact the activity in that quarter accordingly. 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.
6 |
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company will adopt the standard in the following fiscal year. The adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments require Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the condensed consolidated financial statements.
(3) ACQUISITIONS
Acquisitions 2025
No material acquisitions.
Acquisitions 2024
On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $
7 |
As of |
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(in millions) |
March 31,
2025 |
December 31,
2024 |
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Settlement assets: |
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Settlement cash and cash equivalents |
$ |
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$ |
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Settlement restricted cash |
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Accounts receivable, net of credit losses of $ |
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Prepaid expenses and other current assets |
|
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Total settlement assets |
$ |
|
$ |
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Settlement obligations: |
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Trade account payables |
$ |
|
$ |
|
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Accrued expenses and other current liabilities |
|
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Total settlement obligations |
$ |
|
$ |
|
As of |
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(in millions) |
March 31,
2025 |
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December 31,
2024 |
|
March 31,
2024 |
|
December 31,
2023 |
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Cash and cash equivalents |
$ |
|
$ |
|
$ |
|
$ |
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Restricted cash |
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ATM cash |
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Settlement cash and cash equivalents |
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Settlement restricted cash |
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Cash and cash equivalents and restricted cash at end of period |
$ |
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$ |
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$ |
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$ |
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(5) STOCKHOLDERS' EQUITY
Earnings (Loss) Per Share
Basic earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings (loss) per share has been computed by dividing earnings (loss) 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 units and the assumed conversion of the Company’s convertible debt, if such conversion would be dilutive.
8 |
(in millions) | Three Months Ended March 31, |
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2025 |
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2024 |
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Computation of diluted earnings: |
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Net income |
$ |
|
$ |
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| ||
Add: Interest expense from assumed conversion of convertible notes, net of tax |
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Net income for diluted earnings per share calculation |
$ |
|
$ |
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Computation of diluted weighted average shares outstanding: |
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Basic weighted average shares outstanding |
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Incremental shares from assumed exercise of stock options and vesting of restricted stock units |
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Incremental shares from assumed conversion of convertible debt |
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Diluted weighted average shares outstanding |
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The table includes all stock options and restricted stock units 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 units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately
Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019. The Convertible Notes currently have a settlement feature requiring us 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 Euronet'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; however, after adopting ASU 2020-06,
During March 2025, almost all of the Convertible Note holders exercised their right to require the Company to repurchase their notes, and we repurchased $
Share repurchases
On September 13, 2023, the Company put a repurchase program in place to repurchase up to $
Accumulated Other Comprehensive Income (loss)
Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments. The Company recorded foreign currency translation adjustments of $
9 |
(in millions) |
Acquired
Intangible
Assets |
Goodwill |
Total
Intangible
Assets |
|||||||||
Balance as of December 31, 2024 |
$ |
|
$ |
|
$ |
|
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Increases (decreases): |
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Acquisition |
|
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Amortization |
( |
) |
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( |
) | |||||||
Foreign currency exchange rate changes |
|
|
|
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Balance as of March 31, 2025 |
$ |
|
$ |
|
$ |
|
Of the total goodwill balance of $
(7) CONVERTIBLE NOTES RECEIVABLE
The Company loaned a total of $
On March, 27, 2025, the Company loaned $
The Company has a security interest in all of the assets of Koin Mobile, LLC, Marker Trax, LLC, and Marker Trax Digital, LLC, The aggregate outstanding principal and accrued interest were under the 2028 Notes and
the 2030 Note $
The 2028 Notes and the 2030 Note are convertible into preferred equity of Koin Mobile, LLC, Marker Trax, LLC and Marker Trax Digital, LLC, at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the related promissory note purchase agreements.
As of |
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(in millions) |
March 31,
2025 |
December 31, 2024 |
||||||
Accrued expenses |
$ |
|
$ |
|
||||
Other tax payables |
|
|
||||||
Derivative liabilities |
|
|
||||||
Accrued payroll expenses |
|
|
||||||
Current portion of capital lease obligations |
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|
||||||
Total |
$ |
|
$ |
|
The Company records deferred revenues when cash payments are received or due in advance of the Company's performance. The decrease in the deferred revenue balance for the three months ended March 31, 2025 is the result of $
As of |
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(in millions) |
March 31, 2025 |
|
December 31, 2024 |
| ||||
Credit Facility: |
||||||||
Revolving credit agreement |
$ |
|
$ |
|
||||
Notes: |
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|
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Uncommitted credit agreements |
|
|||||||
|
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|
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Other obligations |
|
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Total debt obligations |
|
|
||||||
Unamortized debt issuance costs |
( |
) |
( |
) | ||||
Carrying value of debt |
|
|
||||||
Short-term debt obligations and current maturities of long-term debt obligations |
( |
) |
( |
) | ||||
Long-term debt obligations |
$ |
|
$ |
|
Borrowings under the revolving Credit Facility (other than swing line loans) bear interest based on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from
11 |
Debt Issuance Costs
(11) 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 are reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect.
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
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. The Company had foreign currency forward contracts outstanding with a notional value of $
13 |
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 $
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 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 amount of foreign currency derivative customer contracts held by the Company in its xe operations as of March 31, 2025 and December 31, 2024 was $
Asset Derivatives |
Liability Derivatives | |||||||||||||||||||
Fair Value |
Fair Value | |||||||||||||||||||
(in millions) |
Balance Sheet Location |
March 31, 2025 |
December 31, 2024 |
Balance Sheet Location |
March 31, 2025 |
December 31, 2024 | ||||||||||||||
Derivatives not designated as hedging instruments |
||||||||||||||||||||
Foreign currency exchange contracts |
Other current assets |
$ |
|
|
$ |
|
|
Other current liabilities |
$ |
( |
$ |
( |
) |
As of March 31, 2025 |
Gross Amounts of Recognized Assets |
Gross Amounts Offset in the Consolidated Balance Sheet |
Net Amounts Presented in the Consolidated Balance Sheet |
Derivatives Not Offset in the Consolidated Balance Sheet |
Net Amounts | |||||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
|
| |||||
As of December 31, 2024 |
||||||||||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
|
|
14 |
As of March 31, 2025 |
Gross Amounts of Recognized Liabilities |
Gross Amounts Offset in the Consolidated Balance Sheet |
Net Amounts Presented in the Consolidated Balance Sheet |
Derivatives Not Offset in the Consolidated Balance Sheet |
Net Amounts | |||||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
$ |
( |
$ |
|
|
$ |
( |
$ |
|
$ |
( |
|||||||||
As of December 31, 2024 |
||||||||||||||||||||
Derivatives subject to a master netting arrangement or similar agreement |
$ |
( |
) |
$ |
|
|
$ |
( |
) |
$ |
|
|
$ |
( |
) |
Amount of Gain (Loss) Recognized in Income on Derivative Contracts (a) | |||||||||||
Location of Gain (Loss) Recognized in Income on Derivative Contracts |
Three Months Ended March 31, |
| |||||||||
(in millions) |
2025 |
2024 |
| ||||||||
Foreign currency exchange contracts - Ria Operations |
Foreign currency exchange gain (loss), net |
$ |
|
$ |
( |
) |
|
15 |
The following table details financial assets and liabilities measured and recorded at fair value on a recurring basis:
|
As of March 31, 2025 | |||||||||||||||||
(in millions) |
Balance Sheet Classification |
Level 1 |
Level 2 |
Level 3 |
Total | |||||||||||||
Assets |
||||||||||||||||||
Foreign currency exchange contracts |
Other current assets |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
| |||||
Convertible notes receivable |
Convertible notes receivable |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Marketable securities |
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities |
||||||||||||||||||
Foreign currency exchange contracts |
Other current liabilities |
$ |
|
|
$ |
( |
$ |
|
|
$ |
( |
|
As of December 31, 2024 | |||||||||||||||||
(in millions) |
Balance Sheet Classification |
Level 1 |
Level 2 |
Level 3 |
Total | |||||||||||||
Assets |
||||||||||||||||||
Foreign currency exchange contracts |
Other current assets |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
| |||||
Liabilities |
||||||||||||||||||
Foreign currency exchange contracts |
Other current liabilities |
$ |
|
|
$ |
( |
) |
$ |
|
|
$ |
( |
) |
Euronet's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and is responsible for assessing performance and making resource allocation decisions across the Company's operating segments. The CODM evaluates segment performance primarily based on financial metrics such as revenue, operating income, and other key performance indicators. In making resource allocation decisions, the CODM reviews segment operating income and revenue on a monthly basis to assess profitability and efficiency across segments. Additionally, the CODM considers forecast-to-actual variances in revenue, operating income, and key performance indicators as part of the forecasting process. These measures are used to guide decisions related to capital investments, personnel allocation, and strategic initiatives across the Company’s segments. The CODM also evaluates segment-level profitability and return on assets when making long-term investment decisions and assessing segment performance relative to strategic goals. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
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. Euronet provides comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit 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.
16 |
2) Through the epay Segment, Euronet provides distribution, processing and collection services for electronic payment products, and prepaid mobile airtime through a network of POS terminals in Europe, the Middle East, Asia Pacific, South America and North America. The epay Segment also provides vouchers and physical gift fulfillment services in Europe.
3) Through the Money Transfer Segment, Euronet provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network. Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across
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 the administrative division, "Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company’s reportable operating segments.
|
For the Three Months Ended March 31, 2025 | |||||||||||||||||||
(in millions) |
EFT
Processing |
epay |
Money
Transfer |
Corporate Services,
Eliminations
and Other |
Consolidated | |||||||||||||||
Total revenues |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||||
Operating expenses: |
||||||||||||||||||||
Direct operating costs, exclusive of depreciation |
|
|
|
( |
) |
|
||||||||||||||
Salaries and benefits |
|
|
|
|
|
|||||||||||||||
Selling, general and administrative |
|
|
|
|
|
|||||||||||||||
Depreciation and amortization |
|
|
|
|
|
|||||||||||||||
Total operating expenses |
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
For the Three Months Ended March 31, 2024 | ||||||||||||||||||||
(in millions) |
EFT
Processing |
epay |
Money
Transfer |
Corporate Services,
Eliminations
and Other |
Consolidated | |||||||||||||||
Total revenues |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||||
Operating expenses: |
||||||||||||||||||||
Direct operating costs, exclusive of depreciation |
|
|
|
( |
) |
|
||||||||||||||
Salaries and benefits |
|
|
|
|
|
|||||||||||||||
Selling, general and administrative |
|
|
|
|
|
|||||||||||||||
Depreciation and amortization |
|
|
|
|
|
|||||||||||||||
Total operating expenses |
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
Total Assets as of | |||||||
(in millions) |
March 31, 2025 |
December 31, 2024 | |||||
EFT Processing |
$ |
|
$ |
|
|||
epay |
|
|
|||||
Money Transfer |
|
|
|||||
Corporate Services, Eliminations and Other |
|
|
|||||
Total |
$ |
|
$ |
|
|
17 |
Revenues for the Three Months Ended March 31, 2025 |
Revenues for the Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||
(in millions) |
EFT
Processing |
epay |
Money
Transfer |
Total |
EFT
Processing |
epay |
Money
Transfer |
Total |
||||||||||||||||||||||||
Europe |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||
North America |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Asia Pacific |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Other |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Eliminations |
|
|
|
( |
) |
|
|
|
( |
) | ||||||||||||||||||||||
Total |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
The Company's effective income tax rate was
(15) COMMITMENTS
18 |
19 |
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. Since the Company is not reasonably certain not to exercise termination options, payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred and corresponding leases are excluded from the right of use lease asset and lease liability balances. 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 non-cancelable operating leases (with initial lease terms in excess of one year) as of March 31, 2025 are:
As of March 31, 2025 |
| |||
Maturity of Lease Liabilities (in millions) |
Operating Leases (1) |
| ||
Remainder of 2025 |
$ |
|
||
2026 |
|
|||
2027 |
|
|||
2028 |
|
|||
2029 |
|
|||
Thereafter |
|
|||
Total lease payments |
$ |
|
||
Less: imputed interest |
( |
) | ||
Present value of lease liabilities |
$ |
|
(1)
20 |
Lease Expense
(in millions) |
Income Statement Classification |
||||||||
Operating lease expense |
Selling, general and administrative and Direct operating costs |
||||||||
Short-term and variable lease expense |
Selling, general and administrative and Direct operating costs |
||||||||
Total lease expense |
Lease Term and Discount Rate of Operating Leases |
As of March 31, 2025 | ||
Weighted- average remaining lease term (years) |
|
||
Weighted- average discount rate |
|
% |
Other Information (in millions) |
Three Months Ended
March 31, 2025 |
Three Months Ended
March 31, 2024 |
| |||||
Cash paid for amounts included in the measurement of lease liabilities (a) |
$ |
|
$ |
|
| |||
Supplemental non-cash information on lease liabilities arising from obtaining ROU assets: |
||||||||
ROU assets obtained in exchange for new operating lease liabilities |
$ |
|
$ |
|
|
22 |
Euronet is a leading global financial technology solutions and payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive ATM, point-of-sale ("POS"), card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime, managed services and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:
1) The EFT Processing Segment meets the needs of financial institutions and consumers through Euronet-owned and outsourced ATMs and POS terminals combined with value added and transaction processing services. We deploy and operate our own ATMs, providing ATM services for financial institutions and providing electronic payment processing solutions. EFT offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems. Transactions processed span a network of 55,512 installed ATMs and approximately 1,214,000 POS terminals.
2) The epay Segment provides retail payment solutions and delivers innovative connections between the digital content of the world’s leading brands and consumers. epay has one of the largest retail networks across Europe and Asia for the distribution of physical and digital third-party content, including branded payments, mobile, and alternative payments, partnering with 1,000+ of the world’s leading brands. In addition, through our own products, we have leveraged our technology to solve business challenges, delivering scalable solutions to drive efficiency and effectiveness. Our comprehensive range of consumer products simplifies transactions and provides financial convenience across a wide range of branded payments. epay operates in 64 countries. We operate a network that includes approximately 735,000 POS terminals that enable electronic processing of prepaid mobile airtime "top-up" services and other digital media content.
3) The Money Transfer Segment provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network. Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across 199 countries and territories, enabling banks, fintechs and big tech platforms to integrate an international payments solution into their own platforms. Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets. In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online, serving over 20 million customers annually. Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services. Customers can send money, buy property overseas, and execute other international payments via the Xe website or app. Dandelion offers consumer and business transaction processing and fulfillment with alternative payout channels like bank accounts, cash pick-up and mobile wallets. Dandelion powers cross-border payments for Xe and Ria, as well as third party banks, fintechs, and big tech platforms.
We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 35 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and three in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 74% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations (for a further discussion, see Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024).
SOURCES OF REVENUES AND CASH FLOW
Euronet earns revenues and income primarily from ATM management fees, transaction fees, commissions and foreign currency exchange margin. Each operating segment’s sources of revenues are described below.
EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 25% of total consolidated revenues for the three months ended March 31, 2025 are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs. Revenues in this segment are also derived from cardless payment, banknote recycling, tax refund services, license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.
23 |
24 |
25 |
|
Revenues for the Three Months Ended
March 31, |
Year-over-Year Change |
||||||||||||||
(dollar amounts in millions) |
2025 |
2024 |
Increase (decrease)
Amount |
Increase
Percent |
||||||||||||
EFT Processing |
$ |
232.5 |
$ |
217.2 |
$ |
15.3 |
7 |
% |
||||||||
epay |
267.4 |
257.1 |
10.3 |
4 |
% | |||||||||||
Money Transfer |
417.7 |
384.6 |
33.1 |
9 |
% |
|||||||||||
Total |
917.6 |
858.9 |
58.7 |
7 |
% | |||||||||||
Corporate services, eliminations and other |
(2.1 |
) |
(1.9 |
) |
(0.2 |
) |
11 |
% |
||||||||
Total |
$ |
915.5 |
$ |
857.0 |
$ |
58.5 |
7 |
% |
|
Operating Income (Loss) for the Three Months Ended March 31, |
Year-over-Year Change |
||||||||||||||
(dollar amounts in millions) |
2025 |
2024 |
Increase
Amount |
Increase (Decrease)
Percent |
||||||||||||
EFT Processing |
$ |
23.3 |
$ |
21.5 |
$ |
1.8 |
8 |
% |
||||||||
epay |
26.8 |
26.6 |
0.2 |
1 |
% | |||||||||||
Money Transfer |
45.1 |
37.2 |
7.9 |
21 |
% |
|||||||||||
Total |
95.2 |
85.3 |
9.9 |
12 |
% |
|||||||||||
Corporate services, eliminations and other |
(20.0 |
) |
(21.3 |
) |
1.3 |
(6) |
% |
|||||||||
Total |
$ |
75.2 |
$ |
64.0 |
$ |
11.2 |
17 |
% |
26 |
Currency (dollars per foreign currency) |
||||||||||||
Australian dollar |
||||||||||||
British pounds sterling |
$ | $ | ||||||||||
Canadian dollar |
$ | $ | ||||||||||
euro |
$ | $ | ||||||||||
Hungarian forint |
$ | $ | ||||||||||
Indian rupee |
$ | $ | ||||||||||
Malaysian ringgit |
$ | $ | ||||||||||
New Zealand dollar |
$ | $ | ||||||||||
Polish zloty |
$ | $ | — |
27 |
|
Three Months Ended March 31, |
Year-over-Year Change |
||||||||||||||
(dollar amounts in millions) |
2025 |
2024 |
Increase
Amount |
Increase
Percent |
||||||||||||
Total revenues |
$ |
232.5 |
$ |
217.2 |
$ |
15.3 |
7 |
% |
||||||||
Operating expenses: |
|
|
||||||||||||||
Direct operating costs |
136.5 |
131.1 |
5.4 |
4 |
% |
|||||||||||
Salaries and benefits |
35.5 |
31.8 |
3.7 |
12 |
% |
|||||||||||
Selling, general and administrative |
12.9 |
9.2 |
3.7 |
40 |
% |
|||||||||||
Depreciation and amortization |
24.3 |
23.6 |
0.7 |
3 |
% |
|||||||||||
Total operating expenses |
209.2 |
195.7 |
13.5 |
7 |
% |
|||||||||||
Operating income |
$ |
23.3 |
$ |
21.5 |
$ |
1.8 |
8 |
% | ||||||||
Transactions processed (millions) |
3,464 |
2,503 |
961 |
38 |
% |
|||||||||||
Active ATMs as of March 31, |
51,875 |
49,290 |
2,585 |
5 |
% |
|||||||||||
Average Active ATMs |
50,682 |
47,944 |
2,738 |
6 |
% |
28 |
29 |
|
Three Months Ended March 31, |
Year-over-Year Change |
||||||||||||||
(dollar amounts in millions) |
2025 |
2024 |
Increase (Decrease) Amount |
Increase
(Decrease) Percent |
||||||||||||
Total revenues |
$ |
267.4 |
$ |
257.1 |
$ |
10.3 |
4 |
% |
||||||||
Operating expenses: |
|
|
||||||||||||||
Direct operating costs |
202.1 |
195.1 |
7.0 |
4 |
% |
|||||||||||
Salaries and benefits |
24.1 |
24.1 |
— |
— |
% |
|||||||||||
Selling, general and administrative |
12.8 |
9.6 |
3.2 |
33 |
% |
|||||||||||
Depreciation and amortization |
1.6 |
1.7 |
(0.1 |
) |
(6) |
% |
||||||||||
Total operating expenses |
240.6 |
230.5 |
10.1 |
4 |
% |
|||||||||||
Operating income |
$ |
26.8 |
$ |
26.6 |
$ |
0.2 |
1 |
% | ||||||||
Transactions processed (millions) |
1,134 |
953 |
181 |
19 |
% |
30 |
31 |
|
|
Year-over-Year Change | |||||||||||||||
(dollar amounts in millions) |
|
2024 | |||||||||||||||
Total revenues |
|
||||||||||||||||
Operating expenses: |
|
||||||||||||||||
Direct operating costs |
|
224.5 | 209.4 | 15.1 | |||||||||||||
Salaries and benefits |
|
7.2 | |||||||||||||||
Selling, general and administrative |
|
4.1 | |||||||||||||||
Depreciation and amortization |
|
(1.2 | ) | ||||||||||||||
Total operating expenses |
|
25.2 | |||||||||||||||
Operating income |
|
||||||||||||||||
Transactions processed (millions) |
|
4.0 |
32 |
Three Months Ended March 31, |
|
Year-over-Year Change |
| |||||||||||||
(dollar amounts in millions) |
2025 | 2024 |
Increase (Decrease)
Amount |
Increase (Decrease)
Percent |
| |||||||||||
Salaries and benefits |
$ |
16.6 |
$ |
18.1 |
|
$ |
(1.5 |
) |
(8) |
% | ||||||
Selling, general and administrative |
3.2 |
|
3.1 |
|
0.1 |
3 |
% | |||||||||
Depreciation and amortization |
0.2 |
|
0.1 |
|
0.1 |
100 |
% | |||||||||
Total operating expenses |
$ |
20.0 |
|
$ |
21.3 |
|
$ |
(1.3 |
) |
(6) |
% |
33 |
|
Three Months Ended March 31, |
|
Year-over-Year Change |
|
| |||||||||||
(dollar amounts in millions) |
2025 | 2024 |
Increase (Decrease) Amount |
|
Increase
(Decrease) Percent |
|
| |||||||||
Interest income |
$ |
5.3 |
|
$ |
5.7 |
|
$ |
(0.4 |
) |
(7) |
% | |||||
Interest expense |
(19.4 |
) |
(14.9 |
) |
(4.5 |
) |
30 |
% | ||||||||
Foreign currency exchange loss, net |
(18.1 |
) |
(12.5 |
) |
(5.6 |
) |
45 |
% | ||||||||
Other gains (losses) |
2.5 |
(0.1 |
) |
2.6 |
(2,600) |
% | ||||||||||
Other expense, net |
$ |
(29.7 |
) |
$ |
(21.8 |
) |
$ |
(7.9 |
) |
36 |
% |
Interest income
The Company's effective income tax rate was 15.6% for the three months ended March 31, 2025, compared to 37.9% for the same period ended March 31, 2024. The Company's effective income tax rate for the three months ended March 31, 2025 was lower than the applicable statutory income tax rate of 21% mainly as a result of our U.S. deferred tax activity on the repurchase of Convertible Notes. Our effective income tax rate for the three months ended March 31, 2024 was higher than the applicable statutory income tax rate of 21% as a result of our U.S. deferred tax activity on foreign exchange positions and certain of our foreign earnings being subject to higher local statutory tax rates.
34 |
Subsidiary |
Percent Owned |
Segment - Country | ||
LATAM ATM Solutions (Prosegur) |
51.0% |
EFT - South America | ||
Euronet China |
85.0% |
EFT - China | ||
Euronet Pakistan |
70.0% |
EFT - Pakistan |
35 |
Three Months Ended March 31, | |||||||
Liquidity |
2025 |
2024 | |||||
Cash and cash equivalents and restricted cash provided by (used in): |
|||||||
Operating activities |
$ |
1.7 |
$ |
30.0 |
|||
Investing activities |
(54.7 |
) |
(96.8 |
) | |||
Financing activities |
162.6 |
81.3 |
|||||
Increase (decrease) foreign currency exchange rate changes on cash and cash equivalents and restricted cash |
91.8 |
(47.2 |
) | ||||
Increase (decrease) in cash and cash equivalents and restricted cash |
$ |
201.4 |
$ |
(32.7 |
) |
As of March 31, 2025, we had $1,230.4 million of borrowings and $46.4 million of stand-by letters of credit outstanding under the Credit Facility. The remaining $623.2 million under the Credit Facility was available for borrowing.
Capital expenditures and needs - Total capital expenditures for the three months ended March 31, 2025 were $23.2 million. These capital expenditures were primarily for the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 2025 are currently estimated to range from approximately $85 million to $95 million. At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our Credit Facility and other existing and potential future financings will be sufficient to meet our debt (including our uncommitted credit facilities), leasing, and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.
Inflation and functional currencies
Historically, the countries in which we operate have experienced low and stable inflation. Therefore, the local currency in each of these markets is the functional currency. We have seen indications that the current inflationary period will put pressure on our results of operations and our financial position. We have seen some signs of inflation impacting discretionary spend items, such as gaming products, in our epay business, discretionary travel expenditures in EFT, as well as some pressure on send amounts in money transfer. As a consequence of this inflationary period, we expect to see increasing expenses forthcoming. We continually review inflation and the functional currency in each of the countries where we operate.
OFF BALANCE SHEET ARRANGEMENTS.
On occasion, we grant guarantees of the obligations of our subsidiaries, and we sometimes enter into agreements with unaffiliated third parties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. As of March 31, 2025, there were no material changes from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2024. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of March 31, 2025. See also Note 15, Commitments, to the unaudited consolidated financial statements included elsewhere in this report.
CONTRACTUAL OBLIGATIONS
As of March 31, 2025, there have been no material changes outside the ordinary course of business in our future contractual obligations from the amounts reported within our Annual Report on Form 10-K for the year ended December 31, 2024.
38 |
39 |
Except as otherwise described herein, there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended 31 December 2024, as filed with the SEC.
The following table provides information with respect to shares of the Company's common stock that were purchased by the Company during the three months ended March 31, 2025.
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions) |
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (in millions) (1) | ||||||||||
January 1 - March 31, 2025 |
— |
$ |
— |
— |
$ |
531.4 |
||||||||
February 1 - February 28, 2025 |
— |
— |
— |
531.4 |
||||||||||
March 1 - March 31, 2025 |
591,258 |
100.74 |
59.6 |
$ |
471.9 |
|||||||||
Total |
591,258 |
$ |
100.74 |
59.6 |
During the fiscal quarter ended March 31, 2025, none of the Company’s directors or "officers," as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Exhibit |
|
Description |
1.0
|
|
Employment agreement Nikolaos Fountas
|
31.1* |
|
|
31.2* |
|
|
32.1** |
|
|
32.2** |
|
|
101* |
|
The following materials from Euronet Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2025 (unaudited) and December 31, 2024, (ii) Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2025 and 2024, (iv) Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2025 and 2024 (v) Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024, and (vi) Notes to the Unaudited Consolidated Financial Statements. |
104* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
INDEFINITE TERM EMPLOYMENT AGREEMENT
(and information about the substantial employment terms in accordance with P.D. 80/2022) In Kallithea Attikis, today, 31 March 2025, the following contracting parties:
The société anonyme under the name “EURONET CARD SERVICES SINGLE MEMBER SOCIETE ANONYME FOR THE PROVSION OF IT SERVICES” and the distinctive title “EURONET CARD SERVICES S.M.S.A.”, with VAT Reg. No. 999311933 with registered office in Kallithea, 1 Sachtouri str., P.C. 17674 legally represented under delegated power of attorney by XXXX, hereinafter referred to as “Employer” or “Company”; and
Nikolaos Fountas, XXXX, hereinafter referred to as “Executive”.
have agreed and mutually accepted the following: Definitions
Awards |
shall mean any and all restricted stock, non-qualifying stock options and/or other equity incentive awards in EWI that the Executive holds at the point in time of the relevant provision of this Agreement. |
Board |
the board of directors of the Company for the time being (including any committee of the Board). |
Capacity |
directly or indirectly, whether as principal, shareholder, partner, employee, officer, agent or otherwise, on his own behalf, or on behalf of any person, firm, company or any other entity. |
Change of Control |
change of control includes: (i) completion of any merger, consolidation or sale of substantially all of the assets of EWI and such merger results in the stockholders of EWI immediately prior to the merger holding less than 50% of the surviving entity; (ii) replacement of over 25% of the directors of EWI without the approval of at least 75% of the EWI directors in office as of the Commencement Date or of EWI directors so approved; or (iii) the acquisition by any person or group of persons of 40% or more of the voting rights of EWI’s outstanding voting securities. |
Cause |
shall mean: (1) conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, any felony, or any misdemeanor involving moral turpitude; (2) fraud, misappropriation or embezzlement by the Executive; (3) Executive’s willful failure, gross negligence or gross misconduct in the performance of Executive’s assigned duties for Employer, Relevant Group Company and/or EWI; (4) willful failure by the Executive to follow reasonable instructions of any director/officer of EWI to whom the Executive reports or the Company’s and/or EWI’s Board; (5) Executive’s gross negligence or gross misconduct in the performance of Executive’s assigned duties for the Company, Relevant Group Company and/or EWI. |
Commencement Date |
31 March 2025. |
Confidential Information |
all information which may be imparted or obtained in confidence or be of a confidential nature (whether imparted in writing, verbally or otherwise and whether imparted directly or indirectly) relating to the business or prospective business, current or projected plans or internal affairs of the Company or any Group Company including without limitation: |
|
(a)information relating to the current or prospective marketing or sales of any products or services of the Company or any Group Company, including lists of customers' and suppliers' names; addresses and contacts; sales targets and statistics; market share and pricing information; marketing surveys; research and reports; and advertising and promotional material; (b)any information relating to any actual or prospective business strategies of the Company or any Group Company; (c)any information relating to any actual or prospective marketing strategies for the launches of any new products or services of the Company or any Group Company; (d)details of any client connections and contacts; (e)any information relating to any actual or prospective acquisitions, or internal re-organisations, by the Company or any Group Company; (f)all know-how, trade secrets, unpublished information relating to the Company's or any Group Company's intellectual property and to the creation, production or supply of any products or services of the Company or any Group Company; (g)any information to which the Company or any Group Company owes an obligation of confidence to a third party; and (h)any other commercial, financial or technical information relating to the business or prospective business of the Company or any Group Company or to any past, current or prospective client, customer, supplier, licensee, officer or employee, agent of the Company or any Group Company or any member or person interested in the share capital of the Company or any Group Company and any other person to whom the Company or any Group Company may provide or from whom they may receive information (whether marked confidential or not). |
Documents |
documents, notes, memoranda, correspondence, drawings, sketches, plans, designs, disks, memory, notebooks, tapes or any other medium, whether or not eye-readable, on which information (whether confidential or otherwise) relating to the business or affairs of the Company or any Group Company or to any past, current or prospective client, customer, supplier, licensee, officer, employee, or agent of the Company or any Group Company or any member or person interested in the share capital of the Company or any Group Company and any other person to whom the Company or any Group Company may provide or from whom they may receive information (whether confidential or not) may from time to time be referred to, written, recorded or stored (including without limitation any such information on any social media websites). |
Employment |
the employment of the Executive pursuant to this Agreement. |
EWI Good Reason |
Euronet Worldwide, Inc., the ultimate parent company of the Company and Group. shall mean a termination of the Agreement at the Executive’s own initiative within one year following the occurrence, without Executive’s prior written consent, of one or more of the following events not on account of Cause (“Constructive Termination Event(s)”): (1) a significant and adverse diminution in the nature or scope of Executive’s authority, title, responsibilities or duties, unless Executive is given new authority or duties that are substantially comparable to Executive’s previous authority or duties; (2) a reduction in Executive’s then-current base salary, or a significant reduction in Executive’s opportunities for earnings under Executive’s incentive compensation plans (not attributable to economic conditions or business performance at the time), or the termination or significant reduction of any employee benefit or perquisite enjoyed by the Executive (except as part of a general reduction that applies to substantially all similarly situated employees or participants); (3) a change in Executive’s place of employment such that Executive is required to work more than 50 miles from Executive’s then current place of employment; or (4) the failure of Employer to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer and/or EWI within 45 days after a Change of Control. If the Executive believes there exists a basis for termination by the Executive for Good Reason, the Executive shall provide the Employer and/or EWI written notice within 30 days of the occurrence of the Constructive Termination Event describing such event, and the Employer and/or EWI shall be provided the opportunity to cure the cause of the Constructive Termination Event within a 30-day period following Employer’s and/or EWI’s receipt of the written notice. If the cause of the constructive termination is cured, then no right of termination for Good Reason shall be found to have taken place. |
Group |
EWI and the Company, and their subsidiary undertakings from time to time and the ultimate parent undertaking (if any) of the Company from time to time and every other undertaking which from time to time is a subsidiary undertaking of the same ultimate holding company (if any) from time to time. |
Group Company |
any undertaking within the Group and references to the "Group Companies" shall be construed accordingly. |
Key Employee |
any employee of the Company or any Group Company who is (or was at any time in the Period): (a) at management grade; or (b) in a senior capacity; or (c) in a capacity in which he has access to or obtained Confidential Information, |
|
and with whom the Executive has had personal dealings, or who reported to the Executive, or for whose work the Executive has had responsibility, at any time during the Period. |
Period |
the period of 12 months immediately before the Termination Date. |
Permitted Interest |
an interest in any class of shares or other securities of any company that are traded on a recognized investment exchange that amount to not more than three per cent of such class of issued shares or securities and an interest in any units of any authorized unit trust. |
Relevant Group Company |
each Group Company for which the Executive performed material duties or about which he received Confidential Information, in each case during the Period. |
Remuneration Committee |
a committee of the Board, or a committee of the board of directors of any Group Company and in particular one of EWI, that determines the annual salary, any bonuses and other remuneration payable to the Executive and other employees of the Group who hold a similar stature to that of the Executive within the Group. |
Restricted Area |
Greece and any other country in which at the Termination Date the Company or any other Relevant Group Company has or proposed to have material business operations. |
Termination Date |
the date of termination of this Agreement in any manner. |
1. Job position
1.1 After taking into consideration his qualifications, skills and expertise, the Company hires the Employee in the position of Chief Executive Officer - EFT Americas & EMEA, and Executive Vice President for EWI, which is a position of supervision, management and of confidential capacity, pursuant to article 2(a) of the International Labour Convention (Hours of Work, 1919), which has been ratified by L. 2269/1920.
1.2. The job duties of the Executive include those set out in the Schedule A to this Agreement, and, also, any other additional or alternative commensurate duties, which will be notified by the Company from time to time.
The granting to the Executive by the Company and/or EWI of any title and/or right to represent the Company is always effected exclusively and only for the service of the Company's and/or EWI’s business needs. The above shall apply in all cases without the need for express repetition of the above reservation in each special case of grant. Similarly, it is explicitly agreed that the granting to the Executive by any Group Company of any title and/or right to represent the Group Company may be revoked at any time, without it being deemed as demotion or unilateral harmful change of the employment terms of the Executive, under this Agreement.
1.3. Transfer/Secondment: Having knowledge of the business, locations and other conditions in the Group, the Executive explicitly agrees with the present Agreement that he may be transferred or seconded to another Group entity, on the same terms and conditions set out herein and subject to any local employment laws, on reasonable notice of not less than three (3) months.
2. Type of Contract/Commencement Date
2.1. This Agreement is agreed for indefinite term, is entirely and exclusively governed by the relevant provisions of legislation as in force and it enters into force on the Commencement Date.
2.2. The Company recognizes the Executive’s prior service with the Group from 5 October 2005 until 28 March 2025 in connection with all employment rights that are linked with the time of service (i.e., for the calculation of severance, annual leave, etc).
3. Working hours
3.1. The hours of work of the Executive are not fixed but are such normal working hours of the Company and such additional hours as may be necessary to enable him properly to discharge his duties.
3.2. Given his role as set forth in article 1.1 above, which is a position of supervision, management and of confidential capacity, the Executive is exempt from the application of the legal provisions for working time limits, pursuant to article 2(a) of the International Labour Convention (Hours of Work, 1919), which has been ratified by L. 2269/1920. The Executive is also exempt from the application of the legal provisions for work outside the normal place of work. The Executive will be registered as a “managerial employee” (in Greek, διευθύνων υπάλληλος) in the ERGANI electronic system.
4. Salary and other benefits
4.1.The gross annual salary payable to the Executive is the equivalent of USD 525,000 (five hundred and twenty- five thousand United States dollars) and shall be payable to the Executive on the basis of fourteen (14) gross monthly salaries (i.e. 12 monthly salaries, the Christmas bonus (that is equal to one monthly salary), the Easter bonus and annual leave allowance (which are equal to half monthly salary amounts each). The aforementioned gross annual salary shall actually be payable to the Executive in Euros and the amount to be paid to the Executive for each month in question shall represent the United States dollar amount per month but converted in to Euro using the European Central Bank’s average foreign currency exchange rate between the currency pair in the thirty (30) day period ending on the working day immediately before the date the monthly salary payment is to be processed by the Company.
4.2.The above salary, subject to any legal deductions, will be payable ex post, net of any legal withholdings for taxes and social insurance contributions, to the Executive's bank account on the 30th day of each calendar month.
4.3.The Christmas and Easter bonus and the annual leave allowance will be payable as provided for by Greek employment legislation.
4.4.The total payable gross monthly salary as referenced above and, in particular, the amount that exceeds from time to time the Executive's statutory salary, includes and is offset with the following amounts (indicatively), under the condition that such set-off is not explicitly prohibited by virtue of a legislative provision or a collective labour agreement:
(a) | all salary amounts, i.e. base salary, allowances of any kind (excluding Christmas and Easter bonuses and annual leave allowance) and additional benefits or increases of monetary value, as well as any future increases that are rendered mandatory by legislative labour provisions (laws, presidential decrees, ministerial decisions) or applicable collective agreements (Collective Labour Agreements or Arbitral Awards). |
(b) | notwithstanding the Executive’s exemption from the application of the legislation for working time limits, in any case are offset and included any salary increase or compensation for work exceeding the legal working hours, including but not limited to compensation for overwork (hypergasia), work on the sixth day of the week in case of five-day employment (Saturday), work on Sunday or bank holiday, work at night, work outside of the normal place of work; as well as payment for any additional work; and the compensation for an alternative rest day. |
4.5.The fixed salary may be reviewed from time to time by the Remuneration Committee and/or the applicable board of directors. Increases are not automatic but will be at the absolute discretion of the
Remuneration Committee and/or the applicable board of directors. An increase in any year is neither a guarantee nor an indication that an increase will be granted in any subsequent year.
4.6.It is expressly agreed that any benefits, in kind or in cash, payable to the Executive, apart from the above agreed salary, are granted by the Company at its discretion (ex gratia). They always constitute discretionary benefits, irrespective of the long duration of their payment, and the Company may amend, modify, reduce or abolish them in total at any time, at its free and absolute discretion. The discretionary benefits, including benefits granted for operational reasons do not form part of the Executive “regular salary” (in Greek, τακτικές αποδοχές) and they are not taken into consideration for any other salary-related payments, including (indicatively) for the calculation of severance in the event of termination and the calculations of any allowances (e.g. Christmas bonus, Easter bonus, Annual Leave Allowance).
4.7.Notwithstanding anything to the contrary contained in the articles of association of the Company or of any other Group Company of which the Executive is a member of the board of directors, the fixed salary payable under the present Article will be inclusive of any other fees or remuneration of any description which the Executive might be entitled to receive from such appointment(s) if and where such exist and the Executive shall either waive his right to any such remuneration or account to the Company for such remuneration immediately upon receipt.
4.8.The Executive shall be eligible for a discretionary bonus under the Company's and/or Group’s executive bonus plan from time to time, subject to meeting performance or other targets set by the Remuneration Committee and/or the applicable board of directors in its discretion from time to time. The bonus scheme does not form part of the Executive's terms and conditions of employment, and receipt of a bonus in any year is no guarantee or indication that a bonus will be paid in any subsequent year. Without prejudice to the discretionary nature of this bonus, to be eligible for payment of a bonus, at the date any bonus may be due to be paid:
(a) |
the Executive must be employed by the Company; |
(b) | neither the Company nor the Executive shall have given notice to terminate this Agreement; |
(c) | the Executive must not be subject to any formal disciplinary, or performance management, action; and |
(d) | the Executive must not be subject to a disciplinary investigation or on suspension, although if, after completion of the disciplinary process or the end of suspension, the Company has not imposed a disciplinary sanction on the Executive, the Company will re-consider its discretion at such time. |
4.9.The Company shall repay to the Executive all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties, subject to: (i) the Executive having delivered to the Company such form(s) and vouchers or other evidence of actual payment of such expenses as the Company may from time to time require and (ii) and to compliance with any expenses policy in force, from time to time.
4.10.Any remuneration payable to the Executive under the terms of this Agreement, including without limitation any increase in remuneration pursuant to clause 4.5 above, will at all times be subject to any legal requirements, regulatory requirements and any remuneration policy of the Company or any Group Company from time to time applicable. The Executive agrees that where the Company determines that his remuneration is performance-related, he will refer to any remuneration policy of the Company or any Group Company from time to time for further details of the performance assessment process and the importance of non-financial assessment factors in such process.
4.11.Other discretionary benefits will be provided to the Executive as per the terms of Schedule B to this Agreement.
5. Place of work
5.1. The Executive's place of work is today the Company's premises in Kallithea Attikis.
5.2. It is explicitly agreed upon that the business needs are such that the Executive will be obliged to not only provide his employment at the Company's registered office, but also to carry out his duties at other locations according to the instructions of Employer and to immediately travel to provide his employment at any place where the Company operates in Greece or abroad.
6. | Executive obligations |
(a) | The Executive shall diligently perform all duties and exercise all powers as are lawfully and properly assigned to him, from time to time, by the Company, whether such duties or powers relate to the Company or any Group Company. |
(b) | The Executive is obliged to comply with all directions lawfully and properly given to him by the Company or any Group Company and their respective authorized representatives. |
(c) | The Executive is obliged to act within the framework of (a) the Internal Regulation, and any internal regulations, company policies including those of the wider Group which are communicated by the Company to the Executive from time-to-time and (b) the applicable legislation at any time. |
(d) |
The Executive is obliged to treat any action, transaction and client relationship of the Company or any other Group Company that he may become aware of by any means as strictly confidential. |
(e) | The Executive is obliged not to accept from a client, supplier or other business partner of the Company or Group Company any discount, remuneration or gift in cash, in kind, in exchange for the services provided by him on behalf of the Company or Group Company or simply due to his capacity as an Executive. |
(f) |
The Executive has increased duty of loyalty to the Company and Group Companies due to the exceptionally confidential nature of his duties. |
(g) | The employment relationship of the Executive with the Company is of full time and exclusive employment. Any other employment of the Executive in the private or public sector or in commercial undertakings is not allowed but for: (i) the prior written consent of the Company in response to the Executive’s relevant written request and (ii) such written request being submitted pursuant to the notification and/or consent provisions of the EWI Code of Business Conduct & Ethics, which consent may be withheld by the Company and/or EWI pursuant to the applicable legislation, on the basis of objective reasons, such as for the protection of the health and safety of employees, the protection of business confidentiality, the engagement of the employee with a competing business, or the avoidance of conflicts of interests. It is also forbidden to the Executive to use his capacity as an Executive in events, conferences, and collaborations of any nature, unless he has been granted prior written consent of the Company and/or EWI to that effect. |
7. Assignment of intellectual property rights
7.1.It is explicitly agreed upon that any creation of intellectual or industrial property, such as indicatively protected works, invention, discovery, improvement, method etc. that the Executive may create throughout the duration of his Employment, either alone or in collaboration with others, in the context of performing his duties or beyond his Employment belongs as per its property rights to the Company, to whom the Executive hereby assigns any property rights of his own over such creations, which, in any event, the Company maintains for itself all rights over.
8. Annual Leave
8.1.Notwithstanding the Executive’s exemption from the application of the legislation for working time limits, the Executive is entitled to paid annual leave in accordance with the provisions of the applicable Greek laws (currently, articles 210-216 of P.D. 80/2022 and other regulations, as in force).
8.2.The Executive shall be entitled to 26 working days per annum, exclusive of Greek Public Holidays. For the first and second calendar year the annual leave will be pro-rated.
8.3.The holiday year runs from 1 January each year to the following 31 December. As provided for by Greek employment law, the annual leave must be taken by the 31 March of the following calendar year at the latest. The Executive shall arrange taking all his annual leave entitlement as provided for by law. He is not permitted to carry over any untaken annual leave after the 31 March of the following calendar year or after any other date that may be provided for by Greek employment laws.
9. Termination
9.1.The present Agreement may be terminated by either contracting party, at any time, pursuant to the provisions of the applicable legislation.
9.2.This Agreement may be terminated by the Company, with or without notice, as provided for by the applicable Greek employment laws (currently, articles 321-331 of P.D. 80/2022 and other regulations, as in force). In the event of termination of the present Agreement by the Company, the Executive will be entitled to statutory severance, as provided for by the applicable legislation. The statutory severance is equivalent to twelve
(12) gross monthly salaries (the “Statutory Severance”) as per the currently applicable legislation. It is explicitly agreed between the Parties that the severance will be calculated on the basis of the Executive’s actual gross monthly salary (meaning base salary x14/12), excluding any discretionary benefits or benefits granted for operational reasons) at the last month of employment, without application of the upper salary threshold provided for by Greek employment (article 327 par. 1 of P.D. 80/2022).
9.3.On the condition that the Executive is not terminated for Cause, in addition to the Statutory Severance prescribed under clause 9.2 above, the Executive shall as prescribed in this clause 9.3 be entitled to an additional “ratchet” payment (“Contractual Severance“). Such Contractual Severance will be calculated as follows so that when the Company terminates the Agreement:
9.3.1without notice: the Contractual Severance shall equate to an amount equivalent to twelve gross monthly salary payments, therefore taking the total Severance due to the Executive, comprising both the Statutory Severance and Contractual Severance “ratchet”) to the equivalent of twenty-four (24) gross monthly salaries; or
9.3.2with 4-month notice: the Contractual Severance shall equate to an amount equivalent to the sum of twenty-four (24) gross monthly salaries less: (i) the number of gross monthly salaries paid to the Executive for the notice period under which the Executive actually works and (ii) the Statutory Severance amount due to the Executive as provided for by Greek law.
For the avoidance of doubt, for the purposes of the calculating the gross monthly salary element of the “ratchet”
the same principles as set out in clause 9.2 above shall be applied by the contracting parties.
9.4In the event of a Change of Control this Employment Agreement shall remain in force “as-is” on an indefinite basis provided, however, that if the Executive is subsequently terminated or the Executive terminates this Agreement for Good Reason, within a period of three (3) years of the deemed date of Change of Control, with or without notice but provided such termination by the Company is not for Cause, then in addition to the payment of the Statutory Severance and Contractual Severance as provided for under clause 9.3 above, the Executive will be entitled to a further amount, payable within five (5) days of the Termination Date, representing the full amount of the gross monthly base salary that would have been payable during the remaining part of the third year of the period specified in this clause 9.4 on the proviso that this additional payment shall be discounted at a rate of 7.5% per annum.
9.5 Awards upon termination of this Agreement:
(i) In circumstances where a termination without Cause and not in connection with a Change of Control takes place, the Executive’s Awards will be treated as follows from the deemed Termination Date and the Executive will: (A) keep all vested restricted stock units; (B) have ninety (90) days to exercise his vested non-qualifying stock options; and/or (C) any restricted stock or non-qualifying stock option awards that are unvested, but would
otherwise have vested within the two (2) year period beginning on the Termination Date, will continue to vest at their natural vesting date. Any Awards that vest beyond those two (2) years will be forfeited.
(ii) For a termination for Cause, the Executive will keep all vested restricted stock and non-qualifying options provided such are held and handled in accordance with the rules of any applicable programme from time-to- time and separately all unvested Awards will be forfeited.
(iii) If there is a Change of Control all unvested Awards outstanding and held by the Executive at the deemed date of the Change of Control will become immediately vested and for the Executive to handle accordingly within the ordinary course and in accordance with the underlying equity incentive plan terms and conditions.
(iv) In connection with a termination of employment due to disability, any unvested Awards that would have otherwise vested within 12 months after the Termination Date will continue to vest as if Executive had remained an employee through the end of such 12-month period. All other unvested Awards will be handled pursuant to the underlying equity incentive plan terms and conditions. In connection with the termination of employment due to the death of Executive, all unvested Awards will be handled pursuant to the underlying equity incentive plan terms and conditions.
9.6 On termination of the Executive’s employment for whatever reason, the Executive is obliged to immediately deliver to the Company all Documents, IT hardware, computer records, computer data, passwords, credit cards and any other property relating to the business of or belonging to the Company or any other Group Company which is in his possession or under his control. The Executive is not entitled to retain copies or reproductions of any Documents or computer records relating to the business of or belonging to the Company or any other Group Company.
9.7.In the event of termination of the present Agreement by the Executive (resignation) other than for Good Reason, the Executive is obliged to provide to the Company a 2-month (calendar days) prior written notice of termination, as provided for by the applicable labour legislation (currently, article 337 of P.D. 80/2022 and other regulations, as in force). Otherwise, he will be entitled to compensation amounting to the two (2) gross monthly salaries. For the avoidance of doubt, for the purpose of calculating the gross monthly salary element of such compensation the same principles as set out in clause 9.2 above shall be applied by the contracting parties.
9.8During the term of this Agreement, in the event of death or permanent disability the Executive, the heirs of the Executive shall be entitled to receive the Statutory Severance.
9.9If the Board of EWI has determined in good faith that the Executive has failed to comply with the requirements of the provisions referenced in Section 10 hereof at any time following any termination, then Employer and/or EWI shall have no further obligation to pay any amounts or provide any benefits under this Agreement unless otherwise required under applicable law.
10. Restrictive Covenants - during employment with the Company
10.1The Executive shall not during his Employment carry on or be concerned, engaged or interested in any capacity in any trade, profession or business other than that of the Company or any Group Company and shall not engage in any other activity or hold any public office (unless required by law) which the Company reasonably considers may impair his ability to perform his duties under this Agreement except with the written permission of the board of directors or as prescribed in the Code of Business Conduct & Ethics.
10.2 The Executive may:
(a) hold a permitted interest; and/or
(b) carry on or be concerned, engaged or interested in any other trade, profession or business or hold a public office if he shall have:
(i) |
provided, on the basis of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities; |
(ii) | obtained the prior written consent of the board of directors or as prescribed in the Code of Business Conduct & Ethics, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and such consent may be withdrawn if reasonably considered to be in the interests of the Company or any Group Company to do so; and |
(iii) | if required by the Company at any time, provide full details of such hours as he may spend on its business to enable the Company to comply with the requirements of the Greek employment laws. |
10.3 The Executive shall not during his Employment (save in a purely social capacity or with the prior written consent of the board of directors or as prescribed in the Code of Business Conduct & Ethics), directly or indirectly, make any contact, whether formal or informal, written or oral, with any of the Company's or any Group Company's past, current or prospective suppliers, customers, agents or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company or any Group Company.
10.4The Executive shall not during the Employment directly or indirectly, either on his own behalf or on behalf of any person, firm or company:
(a) |
solicit or endeavour to entice away from the Company or any Group Company an employee, or discourage from being employed by the Company or any Group Company any person who, to the knowledge of the Executive, is an employee or a prospective employee of the Company or any Group Company; or |
(b) | employ or procure another person to employ any such person. |
10.5The restrictions set out in this clause 10 are without prejudice to any other express or implied contractual or fiduciary duties owed to the Company or any Group Company.
11 Restrictive Covenants - post termination of employment with the Company
11.1 In consideration in part of the “ratchet” payment referred to in clause 9.3 above, the Executive acknowledges that he is willing to enter into the covenants set out in this clause 11 with the Company (for itself and as agent for each Group Company) in order to provide the Company and any Group Companies with what he considers to be reasonable protection for its or their Confidential Information, or its or their client connections, or the stability of its or their workforce, or otherwise for its or their goodwill, or any aspect of that goodwill.
11.2 The Executive shall not, in any Capacity, save in respect of a Permitted Interest or with the prior written consent of the board of directors or as prescribed in the Code of Business Conduct & Ethics (which shall not be unreasonably withheld), for a period of 24 months from the Termination Date, within the Restricted Area, carry on or be concerned or engaged or interested in any part of any trade or business which competes with any part of any trade or business carried on by the Company or any Group Company in which the Executive shall have been actively engaged or involved at any time during the Period. Nothing in this clause 11.2 shall prevent the Executive from holding a Permitted Interest.
11.3 The Executive shall not in any Capacity for a period of 24 months from the Termination Date in competition with the Company or any Group Company and in relation to the business activities of the Company or any Group Company in which the Executive has been actively engaged or involved at any time during the Period:
(a)solicit, approach or offer products or services to or entice away from the Company or any Group Company any person, firm or company who was either:
(i) | a client or customer of the Company or any Group Company at any time during the Period with whom the Executive has been actively engaged or involved by virtue of his duties under this Agreement at any time during the Period; or |
(ii) | a client or customer of the Company or any Group Company at any time during the Period with whom the Executive has been actively engaged or involved by virtue of his duties under this Agreement at any time during the Period; or |
(b) deal with or accept custom from any person, firm or company who was either:
(i) | a client or customer of the Company or any Group Company at any time during the Period with whom the Executive has been actively engaged or involved by virtue of his duties under this Agreement at any time during the Period; or |
(ii) | a prospective client or customer of the Company or any Group Company with whom or which as at the Termination Date there are negotiations ongoing with a view to him or it becoming a customer or client of the Company or any other Group Company and where the Executive has been actively engaged or involved in such negotiations in the performance of his duties under this Agreement at any time during the Period. |
11.4The Executive shall not for a period of 24 months from the Termination Date in any Capacity, directly or indirectly:
(a) | approach or solicit or otherwise endeavour to entice away from the Company or any Group Company; or |
(b) | employ or offer employment to or procure the employment of any Key Employee, whether or not such person would commit any breach of his contract of employment by reason of so leaving the service of the Company or any Group Company or otherwise. |
11.5The Executive shall not, at any time after the Termination Date, in any Capacity:
(a) | save as otherwise expressly directed in writing by the Company, represent himself as being in any way connected with or interested in the business of the Company or any Group Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements) or use any name which is identical or similar to or likely to be confused with the name of the Company or any Group Company or any product or service produced or provided by the Company or any Group Company or which might suggest a connection with the Company or any Group Company; or |
(b) | make any untrue or misleading oral or written statement concerning the business and affairs of the Company or any Group Company. |
11.6The Executive agrees that each of the restrictions in clauses 11.2, 11.3, 11.4 and 11.5 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company and any Group Company. The Executive also acknowledges that he has had the opportunity to obtain independent legal advice in relation to the terms of this clause 11. However, if any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
12. Collective regulation
The Executive's statutory salary, today, is the legally determined statutory salary. The non-salary terms and conditions of the present Agreement are determined by the National General Collective Labour Agreement (NGCLA).
13. Amendment of the Agreement
The present Agreement is amended only in writing, excluding any other means of proof.
14. Jurisdiction of the Courts of Athens
It is explicitly agreed upon that any dispute that may arise from the present agreement will be resolved by the Courts of Athens, which will be exclusively locally competent.
15. Final provisions
15.1. With the present Agreement the Executive is informed about all the essential employment terms and conditions as provided for by the applicable legislation (articles 70 et al P.D. 80/2022).
15.2. The present Agreement may be executed by:
(i) handwritten signature;
(ii) a qualified electronic signature;
(iii) digital certification through the Single Digital Portal (Gov.gr).
15.3. The present Agreement was drafted and executed in English and each contracting party received one copy. Should the Parties require, for any reason whatsoever, a courtesy version of this Agreement in Greek language they will prepare one accordingly.
THE PARTIES
THE EXECUTIVE | THE EMPLOYER |
…………………………………………………………… Nikolaos Fountas |
…………………………………………………………… Daniel J Marland Associate General Counsel |
SCHEDULE A
Job Duties of Chief Executive Officer – EFT Americas & EMEA, and Executive Vice President for EWI
see separate document
SCHEDULE B
Discretionary benefits
1. The Executive shall be entitled to use of a company car in accordance with rules established by the Company from time to time.
2. The Executive shall be eligible to participate in any schemes and/or programmes operated by the Company for management or executive level employees.
May 7, 2025
By: |
/s/ MICHAEL J. BROWN |
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Michael J. Brown |
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Chief Executive Officer |
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By: |
/s/ RICK L. WELLER |
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Rick L. Weller |
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Chief Financial Officer |
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