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EVO Reports Third Quarter 2021 Results


Business Wire | Nov 3, 2021 07:00AM EDT

EVO Reports Third Quarter 2021 Results

Nov. 03, 2021

ATLANTA--(BUSINESS WIRE)--Nov. 03, 2021--EVO Payments, Inc. (NASDAQ: EVOP) ("EVO" or the "Company") today announced its third quarter 2021 financial results. For the quarter ended September 30, 2021, reported revenue was $135.0 million compared to $117.0 million in the prior year, an increase of 15%. On a currency neutral basis, revenue for the quarter increased 14%. On a GAAP basis for the quarter, net income was $7.1 million compared to $14.6 million in the prior year, which includes a $1.3 million loss and $15.8 million gain on investment in equity securities, respectively. Adjusted EBITDA increased 27% to $51.4 million for the quarter, and on a currency neutral basis, adjusted EBITDA increased 25%.

For the nine months ended September 30, 2021, reported revenue was $363.5 million compared to $322.4 million in the prior year, an increase of 13%. On a currency neutral basis, revenue for the nine months ended September 30, 2021 increased 10%. On a GAAP basis for the nine months ended September 30, 2021, net income was $11.1 million compared to a net loss of $8.0 million in the prior year, which includes a $1.0 million gain and $15.8 million gain on investment in equity securities, respectively. Adjusted EBITDA increased 25% to $127.9 million for the nine months ended September 30, 2021, and on a currency neutral basis, adjusted EBITDA increased 22%.

"Our strong financial performance this quarter reflects the increase in economic activity across our markets coupled with our solid sales execution in both our tech-enabled and bank referral channels," said James G. Kelly, Chief Executive Officer of EVO. "The Company delivered strong revenue and adjusted EBITDA growth compared to the prior year period and the third quarter of 2019 as we continued to grow our merchant portfolio and expand market share in both the Americas and Europe, leveraging our proprietary capabilities and recent M&A transactions."

Outlook

We now expect 2021 full-year revenue to range from $496 million to $498 million, representing growth of 13% to 14% over 2020 results. On a GAAP basis, net income is expected to range from $17 million to $29 million compared to a net loss of $4 million in 2020. Adjusted EBITDA is expected to range from $175 million to $179 million, reflecting growth of 20% to 22% over 2020 adjusted EBITDA. The adjusted EBITDA margin is expected to range from 35.3% to 35.9%, reflecting expansion of 200 to 250 basis points over the 2020 adjusted EBITDA margin.

Conference Call

EVO's executive management team will host a conference call beginning at 8:00 a.m. Eastern Time on Wednesday, November 3, 2021 to discuss the financial results and business highlights. All interested parties may access the conference call webcast via the investor relations section of the Company's website at www.evopayments.com; or participants may dial (888) 550-5460 inside the U.S. and Canada and (646) 960-0831 outside the U.S. and Canada to listen. The conference ID number is 7602681. A replay of the conference call webcast will be archived on the Company's investor relations website following the call.

Additional Resources

To assist in understanding the impact COVID-19 is having on our business, the Company has posted a summary of its recent payment volume trends on its investor relations website at https://investor.evopayments.com/3Q21paymentvolume.

Forward-Looking Statements

This release and the accompanying earnings conference call contain statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are often identified by words such as "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will" and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current beliefs, assumptions, estimates, and expectations, taking into account the information currently available to us, and are not guarantees of future results or performance. Forward-looking statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: (1) the continuing uncertainties regarding the ultimate scope and trajectory of the COVID-19 pandemic (including its variant strains) on our business and our merchants, including the impact of social distancing, shelter-in-place, shutdowns of non-essential businesses and similar measures imposed or undertaken by governments; (2) our ability to anticipate and respond to changing industry trends and the needs and preferences of our customers and consumers; (3) the impact of substantial and increasingly intense competition; (4) the impact of changes in the competitive landscape, including disintermediation from other participants in the payments chain; (5) the effects of global economic, political, market, health and other conditions, including the continuing impact of the COVID-19 pandemic; (6) our compliance with governmental regulations and other legal obligations, particularly related to privacy, data protection, information security, and consumer protection laws; (7) our ability to protect our systems and data from continually evolving cybersecurity risks or other technological risks; (8) failures in our processing systems, software defects, computer viruses, and development delays; (9) degradation of the quality of the products and services we offer, including support services; (10) risks associated with our ability to successfully complete, integrate and realize the expected benefits of acquisitions; (11) continued consolidation in the banking and payment services industries, including the impact of the combination of Banco Popular and Grupo Santander and the related bank branch consolidation; (12) increased customer, referral partner, or sales partner attrition; (13) the incurrence of chargebacks; (14) failure to maintain or collect reimbursements; (15) fraud by merchants or others; (16) the failure of our third-party vendors to fulfill their obligations; (17) failure to maintain merchant and sales relationships or financial institution alliances; (18) ineffective risk management policies and procedures; (19) our inability to retain smaller-sized merchants and the impact of economic fluctuations on such merchants, (20) damage to our reputation, or the reputation of our partners; (21) seasonality and volatility; (22) our inability to recruit, retain and develop qualified personnel; (23) geopolitical and other risks associated with our operations outside of the United States; (24) any decline in the use of cards as a payment mechanism or other adverse developments with respect to the card industry in general; (25) increases in card network fees; (26) failure to comply with card networks requirements; (27) a requirement to purchase the equity interests of our eService subsidiary in Poland held by our JV partner; (28) changes in foreign currency exchange rates; (29) future impairment charges; (30) risks relating to our indebtedness, including our ability to raise additional capital to fund our operations on economized terms or at all and exposure to interest rate risks; (31) the planned phase out of LIBOR and the transition to other benchmarks; (32) restrictions imposed by our credit facilities and outstanding indebtedness; (33) participation in accelerated funding programs; (34) failure to enforce and protect our intellectual property rights; (35) failure to comply with, or changes in, laws, regulations and enforcement activities, including those relating to corruption, anti-money laundering, data privacy, and financial institutions; (36) impact of new or revised tax regulations; (37) legal proceedings; (38) our dependence on distributions from EVO Investco LLC to pay our taxes and expenses, including certain payments to the Continuing LLC Owners (as defined in our public filings) and, in the event that any tax benefits are disallowed, our inability to be reimbursed for payments made to the Continuing LLC Owners; (39) our organizational structure, including benefits available to the Continuing LLC Owners that are not available to holders of our Class A common stock to the same extent; (40) the risk that we could be deemed an investment company under the Investment Company Act of 1940, as amended; (41) the significant influence the Continuing LLC Owners continue to have over us, including control over decisions that require the approval of stockholders; (42) certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control; (43) certain provisions in our organizational documents, including those that provide Delaware as the exclusive forum for litigation matters and that renounce the doctrine of corporate opportunity; (44) our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; (45) changes in our stock price, including relating to downgrades, analyst reports, and future sales by us or by existing stockholders; and (46) the other risks and uncertainties included from time to time in our filings with the SEC, including those listed under "Risk Factors" contained in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020.

We qualify any forward-looking statements entirely by the cautionary factors listed above, among others. Other risks, uncertainties and factors, not listed above, could also cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Non-GAAP financial measures

EVO Payments, Inc. has supplemented revenue, segment profit, net income (loss), earnings per share information and weighted average common shares determined in accordance with GAAP by providing these and other measures on an adjusted basis in this release. The non-GAAP financial measures presented herein should not be considered in isolation of, as a substitute for, or superior to, financial information prepared in accordance with GAAP, and such measures may not be comparable to those reported by other companies. Management uses these adjusted financial performance measures for financial and operational decision making and as a means to facilitate period-to-period comparisons. Management also uses these non-GAAP financial measures, together with other metrics, to set goals for and measure the performance of the business and to determine incentive compensation. The Company believes that these adjusted measures provide useful information to investors about the Company's ongoing underlying operating performance and enhance the overall understanding of financial performance of the Company's core business by presenting the Company's results without giving effect to non-operational items such as equity-based compensation and costs related to transition, acquisition and integration matters, and giving effect to a normalized effective tax rate for the Company. This release also contains information on various financial measures presented on a currency-neutral basis. The Company believes these currency-neutral measures provide useful information to investors about the Company's performance by excluding fluctuations caused solely by movements in currency exchange rates in the non-U.S. jurisdictions where the Company operates. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the schedules to this release.

Among other non-GAAP financial measures presented, this release contains a presentation of our adjusted EBITDA and adjusted net income, and adjusted net income per share information. These measures do not purport to be an alternative to cash flows from operating activities as a measure of liquidity, and are not intended to be a measure of free cash flow available for management's discretionary use as they do not consider certain cash requirements such as tax payments and, in the case of adjusted EBITDA, interest payments and debt service requirements. Further, adjusted EBITDA does not purport to be an alternative to net income as a measure of operating performance. These measures, or measures similar to them, are frequently used by analysts, investors and other interested parties to evaluate companies in the industry. Adjusted EBITDA is defined as net income (loss) before provision for income taxes, net interest expense, and depreciation and amortization, excluding the impact of net income attributable to non-controlling interests in consolidated entities (including related depreciation and amortization and income taxes), share-based compensation, gain (loss) on investment in equity securities, and transition, acquisition and integration costs.

Adjusted net income is defined as net income (loss) adjusted to exclude income taxes, the impact of net income attributable to non-controlling interests in consolidated entities (including related depreciation and amortization and income taxes), share-based compensation, gain (loss) on investment in equity securities, transition, acquisition and integration costs, and amortization of acquisition intangibles and subsequently adjusted to give effect to a normalized tax rate for the Company.

The calculation of adjusted EBITDA and adjusted net income have limitations as analytical tools, including: (a) they do not reflect the Company's cash expenditures, or future requirements for capital expenditures or contractual commitments; (b) they do not reflect changes in, or cash requirements for, the Company's working capital needs; (c) in the case of adjusted EBITDA, it does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on the Company's indebtedness; (d) they do not reflect the Company's tax expense or the cash requirements to pay the Company's taxes; and (e) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

Adjusted net income per share is defined as adjusted net income divided by pro forma weighted average shares. On May 25, 2021, all 32,163,538 outstanding shares of Class B common stock were automatically cancelled for no consideration and each outstanding share of the Company's Class C common stock was automatically converted into one share of Class D common stock. Prior to May 25, 2021, pro forma weighted average shares is defined as GAAP common weighted average shares (equal to our weighted average Class A common shares) plus weighted average Class B common shares, weighted average Class C common shares, weighted average Class D common shares, dilutive equity awards measured under the treasury stock method, and weighted average preferred shares (including paid-in-kind dividends). Following May 25, 2021, pro forma weighted average shares is defined as GAAP common weighted average shares (equal to our weighted average Class A common shares) plus weighted average Blueapple common shares (formerly Class B common shares), weighted average Class D common shares (which include converted weighted average Class C common shares), dilutive equity awards measured under the treasury stock method, and weighted average preferred shares (including paid-in-kind dividends). Weighted average preferred shares is defined as the weighted average shares of Class A common stock issuable upon a voluntary conversion of the Company's Series A convertible preferred stock by its holder. Blueapple common shares (formerly Class B common shares) is defined as the weighted average Class A common shares issuable upon the exercise by Blueapple, Inc., a Delaware corporation which is controlled by entities affiliated with the Company's founder and Chairman of the board of directors ("Blueapple"), of its right to cause the Company to use its commercially reasonable best efforts to pursue a public offering of up to 32,163,538 Class A common shares and use the net proceeds therefrom to purchase an equivalent number of the units of EVO Investco, LLC held by Blueapple.

Net Debt to LTM Adjusted EBITDA ratio is a non-GAAP measure defined as total long-term debt less available cash (cash on the balance sheet less certain merchant settlement account balances and merchant reserves) divided by the trailing twelve month Adjusted EBITDA. This ratio is frequently used by investors, and management believes this measure provides relevant and useful information.

About EVO Payments, Inc.

EVO Payments, Inc. (NASDAQ: EVOP) is a leading payment technology and services provider. EVO offers an array of innovative, reliable, and secure payment solutions to merchants ranging from small and mid-size enterprises to multinational companies and organizations across the globe. As a fully integrated merchant acquirer and payment processor in over 50 markets and 150 currencies worldwide, EVO provides competitive solutions that promote business growth, increase customer loyalty, and enhance data security in the international markets it serves.

EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 1 - Condensed Consolidated Statements of Operations (unaudited) (in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 % 2021 2020 % change change

Revenue $ 135,041 $ 116,976 15 % $ 363,456 $ 322,428 13 %

Operatingexpenses:Cost of 19,121 20,693 (8 %) 54,276 63,034 (14 %)services andproductsSelling, 71,982 64,668 11 % 198,050 191,579 3 %general andadministrativeDepreciation 21,941 22,167 (1 %) 63,562 64,116 (1 %)andamortizationImpairment of - - - - 782 NM intangibleassetsTotal operating 113,044 107,528 5 % 315,888 319,511 (1 %)expensesIncome from 21,997 9,448 133 % 47,568 2,917 1531 %operationsOther (expense)income:Interest income 454 226 101 % 1,024 857 19 %

Interest (6,123 ) (6,717 ) 9 % (18,282 ) (23,916 ) 24 %expenseIncome (loss)from investment 94 95 (1 %) (17 ) 310 NM inunconsolidatedinvestees(Loss) gain oninvestment in (1,298 ) 15,750 NM 968 15,750 (94 %)equitysecuritiesOther income 285 2,558 (89 %) (323 ) 753 NM (expense), netTotal other (6,588 ) 11,912 NM (16,630 ) (6,246 ) (166 %)(expense)incomeIncome (loss) 15,409 21,360 (28 %) 30,938 (3,329 ) NM before incometaxesIncome tax (8,284 ) (6,775 ) (22 %) (19,859 ) (4,699 ) (323 %)expenseNet income 7,125 14,585 (51 %) 11,079 (8,028 ) NM (loss)Less: Netincomeattributable to 3,259 3,556 (8 %) 6,484 5,644 15 %non-controllinginterests inconsolidatedentitiesLess: Netincome (loss)attributable to 1,396 5,190 (73 %) (196 ) (10,932 ) 98 %non-controllinginterests ofEVO Investco,LLCNet income(loss) 2,470 5,839 (58 %) 4,791 (2,740 ) NM attributable toEVO Payments,Inc.Less: Accrualof redeemable 2,511 2,360 6 % 7,338 4,131 78 %preferred stockpaid-in-kinddividendsNet (loss)income $ (41 ) $ 3,479 NM $ (2,547 ) $ (6,871 ) 63 %attributable toClass A commonstock Earnings pershareBasic ($0.00 ) $0.07 ($0.05 ) ($0.17 )

Diluted ($0.00 ) $0.07 ($0.05 ) ($0.17 )

Weightedaverage Class Acommon stockoutstandingBasic 47,380,034 41,675,929 46,979,057 41,445,566

Diluted 47,380,034 42,636,616 46,979,057 41,445,566

EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 2 - Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share data) September 30, December 31,

2021 2020

AssetsCurrent assets:Cash and cash equivalents $ 415,894 $ 418,439

Accounts receivable, net 13,503 17,052

Other receivables 16,790 20,128

Due from related parties 587 625

Inventory 4,400 5,221

Settlement processing assets 333,476 285,705

Other current assets 15,611 14,659

Total current assets 800,261 761,829

Equipment and improvements, net 70,905 83,606

Goodwill, net 388,004 383,108

Intangible assets, net 197,777 217,077

Investment in unconsolidated investees 446 839

Deferred tax assets 233,801 234,749

Operating lease right-of-use assets 28,953 35,124

Investment in equity securities, at fair value 26,129 25,526

Other assets 18,209 15,863

Total assets $ 1,764,485 $ 1,757,721

Liabilities and Shareholders' Equity (Deficit)Current liabilities:Settlement lines of credit $ 12,058 $ 13,718

Current portion of long-term debt 4,628 4,628

Accounts payable 8,401 9,482

Accrued expenses 113,885 113,127

Settlement processing obligations 450,004 446,344

Current portion of operating lease liabilities,inclusive of related party liability of $1.3 6,815 6,614 million and $1.1 million at September 30, 2021and December 31, 2020, respectivelyDue to related parties 3,194 5,124

Total current liabilities 598,985 599,037

Long-term debt, net of current portion 576,157 579,162

Due to related parties 185 185

Deferred tax liabilities 22,105 13,957

Tax receivable agreement obligations, inclusiveof related party liability of $165.3 million and 175,749 173,890 $164.3 million at September 30, 2021 and December31, 2020, respectivelyISO reserves 2,843 2,942

Operating lease liabilities, net of currentportion, inclusive of related party liability of 23,976 30,968 $1.4 million and $2.2 million at September 30,2021 and December 31, 2020, respectivelyOther long-term liabilities 8,181 7,047

Total liabilities 1,408,181 1,407,188

Commitments and contingenciesRedeemable non-controlling interests 946,692 1,055,633

Redeemable preferred stock (par value, $0.0001per share), Authorized, Issued and Outstanding -152,250 shares at September 30, 2021 and December 161,456 154,118 31, 2020. Liquidation preference: $165,802 and$158,647 at September 30, 2021 and December 31,2020, respectivelyShareholders' equity (deficit):Class A common stock (par value $0.0001),Authorized - 200,000,000 shares, Issued and 5 5 Outstanding - 47,423,964 and 46,401,607 shares atSeptember 30, 2021 and December 31, 2020,respectivelyClass B common stock (par value $0.0001),Authorized - 40,000,000 shares, Issued and - 3 Outstanding - 0 and 32,163,538 shares atSeptember 30, 2021 and December 31, 2020,respectivelyClass C common stock (par value $0.0001),Authorized - 4,000,000 shares, Issued and - - Outstanding - 0 and 1,720,425 shares at September30, 2021 and December 31, 2020, respectivelyClass D common stock (par value $0.0001),Authorized - 32,000,000 shares, Issued and - - Outstanding - 3,783,074 and 2,390,870 shares atSeptember 30, 2021 and December 31, 2020,respectivelyAdditional paid-in capital 4,221 -

Accumulated deficit attributable to Class A (585,967 ) (675,209 )common stockAccumulated other comprehensive (loss) income (5,737 ) 1,045

Total EVO Payments, Inc. shareholders' deficit (587,478 ) (674,156 )

Nonredeemable non-controlling interests (164,366 ) (185,062 )

Total deficit (751,844 ) (859,218 )

Total liabilities, redeemable non-controlling $ 1,764,485 $ 1,757,721 interests, redeemable preferred stock, andshareholders' deficitEVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 3 - Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands) Nine Months Ended September 30, 2021 2020

Cash flows from operating activities:Net income (loss) $ 11,079 $ (8,028 )

Adjustments to reconcile net income (loss) to netcash provided byoperating activities:Depreciation and amortization 63,562 64,116

Gain on sale of investment - (336 )

Gain on investment in equity securities (968 ) (15,750 )

Amortization of deferred financing costs 2,006 2,006

Loss on disposal of equipment and improvements 872 1,239

Share-based compensation expense 21,459 15,391

Impairment of intangible assets - 782

Accrued interest expense - (4,127 )

Deferred taxes, net 14,118 (1,086 )

Other 365 469

Changes in operating assets and liabilities, net ofeffect of acquisitions:Accounts receivable, net 3,048 1,039

Other receivables 3,091 7,898

Inventory 631 1,357

Other current assets (1,439 ) (1,937 )

Operating lease right-of-use assets 4,912 6,199

Other assets (2,777 ) (674 )

Related parties, net (1,758 ) (2,506 )

Accounts payable 3,631 (6,707 )

Accrued expenses 2,441 2,639

Settlement processing funds, net (44,270 ) 12,788

Operating lease liabilities (5,637 ) (6,934 )

Other (2,310 ) 163

Net cash provided by operating activities 72,056 68,001

Cash flows from investing activities:Acquisition of businesses, net of cash acquired (18,809 ) -

Purchase of equipment and improvements (25,929 ) (12,719 )

Acquisition of intangible assets (6,871 ) (5,023 )

Return of capital on equity method investment - 906

Collections of notes receivable 48 255

Net cash used in investing activities (51,561 ) (16,581 )

Cash flows from financing activities:Proceeds from long-term debt 5,083 185,250

Repayments of long-term debt (11,461 ) (316,659 )

Deferred and contingent consideration paid (484 ) (1,992 )

Repurchases of shares to satisfy minimum tax (4,463 ) (1,243 )withholdingProceeds from issuance of redeemable preferred stock - 149,250

Redeemable preferred stock issuance costs - (1,660 )

Proceeds from exercise of common stock options 7,668 5,521

Distributions to non-controlling interest holders (10,914 ) 23

Contribution from non-controlling interest holders 1,487 -

Net cash (used in) provided by financing activities (13,084 ) 18,490

Effect of exchange rate changes on cash, cash (9,708 ) (120 )equivalents, and restricted cashNet (decrease) increase in cash, cash equivalents, (2,297 ) 69,790 and restricted cashCash, cash equivalents, and restricted cash, 418,539 304,089 beginning of periodCash, cash equivalents, and restricted cash, end of $ 416,242 $ 373,879 periodEVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 4 - Reconciliation of GAAP to Non-GAAP measures (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 % 2021 2020 % change change

Revenue $ 135,041 $ 116,976 15 % $ 363,456 $ 322,428 13 %

Currency impact^ - 1,792 NM - 9,266 NM 1Currency-neutral $ 135,041 $ 118,768 14 % $ 363,456 $ 331,694 10 %revenue Net income $ 7,125 $ 14,585 (51 %) $ 11,079 $ (8,028 ) NM (loss)Net incomeattributable tonon-controlling (3,259 ) (3,556 ) 8 % (6,484 ) (5,644 ) (15 %)interests inconsolidatedentitiesIncome tax 8,284 6,775 22 % 19,859 4,699 323 %expenseInterest 5,669 6,491 (13 %) 17,258 23,059 (25 %)expense, netDepreciation and 21,941 22,167 (1 %) 63,562 64,116 (1 %)amortization(Loss) gain oninvestment in 1,298 (15,750 ) NM (968 ) (15,750 ) 94 %equitysecuritiesShare-based 9,172 5,916 55 % 21,459 15,391 39 %compensationTransition,acquisition and 1,132 3,735 (70 %) 2,113 24,069 (91 %)integrationcosts^2Adjusted EBITDA 51,363 40,363 27 % 127,880 101,912 25 %

Currency impact^ - 762 NM - 3,006 NM 1Currency-neutral $ 51,363 $ 41,125 25 % $ 127,880 $ 104,918 22 %adjusted EBITDA 1

Represents the impact of currency shifts by adjusting prior year results to current period average foreign exchange rates for the currenciesin which EVO conducts operations.2

For the three months ended September 30, 2021, earnings adjustments include $1.1 million of transition, acquisition and integration related costs.For the three months ended September 30, 2020, earnings adjustments include $0.8 million of employee termination benefitsand $2.9 million of transition, acquisition and integration related costs.For the nine months ended September 30, 2021, earnings adjustments include $2.1 million of transition, acquisition and integration related costs.For the nine months ended September 30, 2020, earnings adjustments include $5.9 million of employee termination benefits,$14.7 million of transition, acquisition and integration costs, $2.7 million adjustment for fx remeasurement losses onintercompany assets and liabilities, and a $0.8 million of intangible asset impairment of a tradename.^ Represents the impact of currency shifts by adjusting prior year results to1 current period average foreign exchange rates for the currencies

in which EVO conducts operations.

^ For the three months ended September 30, 2021, earnings adjustments include2 $1.1 million of transition, acquisition and integration related costs.

For the three months ended September 30, 2020, earnings adjustments include $0.8 million of employee termination benefits and $2.9 million of transition, acquisition and integration related costs.

For the nine months ended September 30, 2021, earnings adjustments include $2.1 million of transition, acquisition and integration related costs. For the nine months ended September 30, 2020, earnings adjustments include $5.9 million of employee termination benefits, $14.7 million of transition, acquisition and integration costs, $2.7 million adjustment for fx remeasurement losses on intercompany assets and liabilities, and a $0.8 million of intangible asset impairment of a tradename.EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 5 - Segment Information (unaudited) (dollar amount in thousands, transactions in millions) Three months ended September 30, % of Adjustments^ 2021 % of Foreign 2020 Adjusted 2021 Segment 1 Adjusted 2020 Segment Adjustments^2 Exchange Adjusted % change revenue revenue impact^3

TransactionsAmericas 273.2 242.1 13 %

Europe 886.9 747.5 19 %

Total 1,160.1 989.6 17 %

Segment revenueAmericas $ 79,424 59 % $ - $ 79,424 $ 68,788 59 % $ - $ 1,946 $ 70,735 12 %

Europe 55,617 41 % - 55,617 48,188 41 % - (154 ) 48,033 16 %

Revenue 135,041 100 % - 135,041 116,976 100 % - 1,792 118,768 14 %

Segment profitAmericas 37,327 694 38,021 28,869 1,838 1,078 31,785 20 %

Europe 22,086 1,282 23,368 34,446 (14,280 ) (316 ) 19,850 18 %

Total segment profit 59,413 1,976 61,388 63,315 (12,442 ) 762 51,635 19 %

Corporate (10,481 ) 455 (10,026 ) (10,937 ) 427 - (10,510 ) 5 %

Total $ 48,932 $ 2,431 $ 51,363 $ 52,378 $ (12,015 ) $ 762 $ 41,125 25 %

Segment profit margin - 47.0 % 47.9 % 42.0 % 44.9 %AmericasSegment profit margin - 39.7 % 42.0 % 71.5 % 41.3 %EuropeMargin - Total 36.2 % 38.0 % 44.8 % 34.6 %

1

For the three months ended September 30, 2021, the Americas segment profit include $0.7 million of transition, acquisition and integration costs.The Europe segment profit adjustments include a loss on investment in equity securities of $1.3 million and an immaterial amount of acquisition costs.Corporate adjustments include $0.5 million of transition, acquisition, and integration related costs.2

For the three months ended September 30, 2020, the Americas segment profit adjustments include $0.7 million of employee terminationbenefits, and $1.1 million of transition, acquisition an integration costs.The Europe segment profit adjustments include $0.2 million of employee termination benefits, $1.3 million of transition, acquisition and integration costs,and a gain on investment in equity securities of $15.8 million.3

Represents the impact of currency shifts by adjusting prior year results to current period average fx rates for the currenciesin which EVO conducts operations.Segment profit and Corporate exclude share-based compensation and therefore is not included in the Adjustments totals.Segment profit margin is defined as segment profit divided by segment revenue. Total margin includes Corporate expenses.^ For the three months ended September 30, 2021, the Americas segment profit1 include $0.7 million of transition, acquisition and integration costs.

The Europe segment profit adjustments include a loss on investment in equity securities of $1.3 million and an immaterial amount of acquisition costs. Corporate adjustments include $0.5 million of transition, acquisition, and integration related costs.^ For the three months ended September 30, 2020, the Americas segment profit2 adjustments include $0.7 million of employee termination

benefits, and $1.1 million of transition, acquisition an integration costs.

The Europe segment profit adjustments include $0.2 million of employee termination benefits, $1.3 million of transition, acquisition and integration costs, and a gain on investment in equity securities of $15.8 million.

^ Represents the impact of currency shifts by adjusting prior year results to3 current period average fx rates for the currencies

in which EVO conducts operations.

Segment profit and Corporate exclude share-based compensation and therefore is not included in the Adjustments totals. Segment profit margin is defined as segment profit divided by segment revenue. Total margin includes Corporate expenses. Nine Months Ended September 30, % of Adjustments^ 2021 % of Adjustments^ Foreign 2020 Adjusted 2021 Segment 1 Adjusted 2020 Segment 2 Exchange Adjusted % change revenue revenue impact^3

TransactionsAmericas 779.7 717.4 9 %

Europe 2,257.9 1,918.3 18 %

Total 3,037.6 2,635.7 15 %

Segment revenueAmericas $ 226,830 62 % $ - $ 226,830 $ 201,612 63 % $ - $ 3,667 $ 205,279 10 %

Europe 136,626 38 % - 136,626 120,816 37 % - 5,599 126,415 8 %

Revenue 363,456 100 % - 363,456 322,428 100 % - 9,266 331,694 10 %

Segment profitAmericas 105,084 760 105,844 71,649 11,696 1,862 85,208 24 %

Europe 48,267 (961 ) 47,306 50,063 (7,584 ) 1,144 43,623 8 %

Total segment profit 153,351 (201 ) 153,150 121,712 4,112 3,006 128,831 19 %

Corporate (26,618 ) 1,348 (25,270 ) (28,119 ) 4,206 - (23,913 ) (6 %)

Total $ 126,732 $ 1,147 $ 127,880 $ 93,593 $ 8,319 $ 3,006 $ 104,918 22 %

Segment profit margin - 46.3 % 46.7 % 35.5 % 41.5 %AmericasSegment profit margin - 35.3 % 34.6 % 41.4 % 34.5 %EuropeMargin - Total 34.9 % 35.2 % 29.0 % 31.6 %

1

For the nine months ended September 30, 2021, the Americas segment profit adjustments include $0.8 million of transition, acquisition and integration costs.Europe segment profit adjustments include a gain on investment in equity securities of $1.0 million.Corporate adjustments includes $1.3 million of transition, acquisition, and integration related costs.2

For the nine months ended September 30, 2020, the Americas segment profit adjustments include $3.8 million of employee termination benefits,$5.4 million of transition, acquisition an integration costs, $1.7 million adjustment for fx remeasurement losses on intercompany assets and liabilities,and $0.8 million intangible asset impairment of a tradename.The Europe adjustments include $1.5 million in employee termination benefits, $5.7 million of transition, acquisition and integration costs,$1.0 million adjustment for fx remeasurement losses on intercompany assets and liabilities and a gain on investment in equity securities of $15.8 million.Corporate adjustments include $0.6 million in employee termination benefits and $3.6 million of transition, acquisition and integration costs.3

Represents the impact of currency shifts by adjusting prior year results to current period average foreign exchange rates for the currenciesin which EVO conducts operations.Segment profit and Corporate exclude share-based compensation and therefore is not included in the Adjustments totals.Segment profit margin is defined as segment profit divided by segment revenue. Total margin includes Corporate expenses.^ For the nine months ended September 30, 2021, the Americas segment profit1 adjustments include $0.8 million of transition, acquisition and integration costs. Europe segment profit adjustments include a gain on investment in equity securities of $1.0 million. Corporate adjustments includes $1.3 million of transition, acquisition, and integration related costs.^ For the nine months ended September 30, 2020, the Americas segment profit2 adjustments include $3.8 million of employee termination benefits,

$5.4 million of transition, acquisition an integration costs, $1.7 million adjustment for fx remeasurement losses on intercompany assets and liabilities, and $0.8 million intangible asset impairment of a tradename.

The Europe adjustments include $1.5 million in employee termination benefits, $5.7 million of transition, acquisition and integration costs, $1.0 million adjustment for fx remeasurement losses on intercompany assets and liabilities and a gain on investment in equity securities of $15.8 million. Corporate adjustments include $0.6 million in employee termination benefits and $3.6 million of transition, acquisition and integration costs.^ Represents the impact of currency shifts by adjusting prior year results to3 current period average foreign exchange rates for the currencies

in which EVO conducts operations.

Segment profit and Corporate exclude share-based compensation and therefore is not included in the Adjustments totals. Segment profit margin is defined as segment profit divided by segment revenue. Total margin includes Corporate expenses.EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 6 - Adjusted Net Income (unaudited)Non-GAAP Reconciliation(in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 % 2021 2020 % change change

Net income $ 7,125 $ 14,585 (51 %) $ 11,079 $ (8,028 ) NM (loss)Net incomeattributable tonon-controlling (3,259 ) (3,556 ) 8 % (6,484 ) (5,644 ) (15 %)interests inconsolidatedentitiesIncome tax 8,284 6,775 22 % 19,859 4,699 323 %expense(Loss) gain oninvestment in 1,298 (15,750 ) NM (968 ) (15,750 ) 94 %equitysecuritiesShare-based 9,172 5,916 55 % 21,459 15,391 39 %compensationTransition,acquisition and 1,132 3,735 (70 %) 2,113 24,069 (91 %)integrationcosts^1Acquisition 9,558 11,409 (16 %) 28,163 32,121 (12 %)intangibleamortization^2Non-GAAP 33,311 23,114 44 % 75,222 46,857 61 %adjusted incomebefore taxesIncome taxes at (7,528 ) (5,224 ) (44 %) (17,000 ) (10,590 ) (61 %)normalized taxrate^3Adjusted net $ 25,783 $ 17,890 44 % $ 58,222 $ 36,268 61 %incomeAdjusted net $0.27 $0.19 42 % $0.62 $0.41 51 %income pershare^41

For the three months ended September 30, 2021, earnings adjustments include $1.1 million of transition, acquisition and integration related costs.For the three months ended September 30, 2020, earnings adjustments include $0.8 million of employee termination benefits, and$2.9 million of transition, acquisition and integration related costs.For the nine months ended September 30, 2021, earnings adjustments include $2.1 million of transition, acquisition and integration related costs.For the nine months ended September 30, 2020, earnings adjustments include $5.9 million of employee termination benefits,$14.7 million of transition, acquisition and integration costs, $2.7 million adjustment for fx remeasurement losses on intercompany assets and liabilities,and $0.8 million intangible asset impairment of a tradename.2

Represents amortization of intangible assets acquired through business combinations and other merchant portfolio andrelated asset acquisitions.3

Normalized corporate income tax expense calculated using 22.6% for all periods.4

Reflects pro forma weighted average shares for the period using GAAP weighted average common shares (equal to weighted average Class A common shares), plus weighted average Class B shares (prior to May 25, 2021), weighted average Blueapple common shares (following May 25, 2021, formerly Class B common shares), weighted average Class C shares (prior to May 25, 2021), weighted average Class D common shares (which, following May 25, 2021, include converted weighted average Class C common shares), weighted average preferred shares including paid-in-kind dividends, and dilutive equity awards measured under the treasury stock method.^ For the three months ended September 30, 2021, earnings adjustments include1 $1.1 million of transition, acquisition and integration related costs.

For the three months ended September 30, 2020, earnings adjustments include $0.8 million of employee termination benefits, and $2.9 million of transition, acquisition and integration related costs. For the nine months ended September 30, 2021, earnings adjustments include $2.1 million of transition, acquisition and integration related costs. For the nine months ended September 30, 2020, earnings adjustments include $5.9 million of employee termination benefits, $14.7 million of transition, acquisition and integration costs, $2.7 million adjustment for fx remeasurement losses on intercompany assets and liabilities, and $0.8 million intangible asset impairment of a tradename.^ Represents amortization of intangible assets acquired through business2 combinations and other merchant portfolio and

related asset acquisitions.^ Normalized corporate income tax expense calculated using 22.6% for all3 periods.

Reflects pro forma weighted average shares for the period using GAAP weighted average common shares (equal to weighted average Class A common shares), plus weighted average Class B shares (prior to May 25, 2021), weighted average^ Blueapple common shares (following May 25, 2021, formerly Class B common4 shares), weighted average Class C shares (prior to May 25, 2021), weighted average Class D common shares (which, following May 25, 2021, include converted weighted average Class C common shares), weighted average preferred shares including paid-in-kind dividends, and dilutive equity awards measured under the treasury stock method.Three Months Ended Sept. 30,Nine Months Ended Sept. 30,(share count in millions)2021

2020

2021

2020

Class A (GAAP weighted average common stock)47.4

41.7

47.0

41.4

Blueapple common shares (formerly Class B)32.2

34.2

32.2

34.2

Class C-

2.1

-

2.2

Class D3.8

4.5

3.9

4.4

Stock options, RSUs, RSAs1.1

1.0

1.2

0.7

Series A convertible preferred (if converted)10.4

9.8

10.3

5.8

Pro forma weighted average shares94.9

93.2

94.5

88.7

Three Months Ended Nine Months Ended Sept. 30, Sept. 30,(share count in millions) 2021 2020 2021 2020

Class A (GAAP weighted average 47.4 41.7 47.0 41.4common stock)Blueapple common shares (formerly 32.2 34.2 32.2 34.2Class B)Class C - 2.1 - 2.2

Class D 3.8 4.5 3.9 4.4

Stock options, RSUs, RSAs 1.1 1.0 1.2 0.7

Series A convertible preferred 10.4 9.8 10.3 5.8(if converted)Pro forma weighted average shares 94.9 93.2 94.5 88.7

EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 7 - Net Debt to Adjusted EBITDA RatioNon-GAAP Reconciliation(in thousands) Year Ended 9 Months 9 Months LTM^1 12/31/2020 9/30/2020 9/30/2021 9/30/2021Net (loss) income $ (4,166 ) $ (8,028 ) $ 11,079 $ 14,941

Net income attributable to (7,189 ) (5,644 ) (6,484 ) (8,029 )non-controlling interestsin consolidated entitiesIncome tax expense 13,122 4,699 19,859 28,282

Interest expense, net 28,988 23,059 17,258 23,187

Depreciation and 85,924 64,116 63,562 85,370 amortizationGain on investment in (17,574 ) (15,750 ) (968 ) (2,792 )equity securitiesShare-based compensation 20,664 15,391 21,459 26,733

Transition, acquisition 26,832 24,069 2,113 4,876 and integration costsAdjusted EBITDA $ 146,601 $ 101,912 $ 127,880 $ 172,569

Ratio of Net Debt to LTM Adjusted EBITDA 9/30/2021Gross debt $ 586,225

Less: available cash^2 (204,776 )

Net debt $ 381,449

Leverage Ratio 2.2x ______________1

Reflects last twelve months Adjusted EBITDA by taking full year 2020, less the nine months ended September 30, 2020, plusthe nine months ended September 30, 2021 period. Amounts may differ due to rounding.2

Available cash includes cash in transit from September 30, 2021 transaction date.______________^ Reflects last twelve months Adjusted EBITDA by taking full year 2020, less1 the nine months ended September 30, 2020, plus

the nine months ended September 30, 2021 period. Amounts may differ due to rounding.^ Available cash includes cash in transit from September 30, 2021 transaction2 date.

EVO PAYMENTS, INC. AND SUBSIDIARIESSchedule 8 - 2021 Outlook (unaudited)Non-GAAP Reconciliation($ in millions) 2021 Outlook 2020 Actual % Change Revenue $496 to $498 $439 13% - 14%

GAAP Net income / (loss) $17 to $29 ($4 )

Adjustments^1 158 to 150 151

Adjusted EBITDA $175 to $179 $147 20% - 22%

Adjusted EBITDA margin 35.3% to 35.9% 33.4 % 200 bps to 250 bps

1

Represents an estimated range of adjustments to reconcile GAAP net income (loss) to adjusted EBITDA, a non-GAAP measure.These adjustments include a) net income attributable to non-controlling interests in consolidated entities, b) income tax expense,c) net interest expense, d) depreciation and amortization, e) gain on investment in equity securities, f) share-based compensation,and g) costs related to transition, acquisition or integration activities. Differences may exist due to rounding.Estimates of these adjustments used in the forward-looking measures are subject to variability, complexity andlimited visibility of these items. Amounts may differ due to rounding. View source version on businesswire.com: https://www.businesswire.com/news/home/20211103005254/en/

CONTACT: EVO Payments, Inc. Sarah Jane Schneider Investor Relations & Corporate Communications Manager 770-709-7365 investor.relations@evopayments.com






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