<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER C00-22167
EURONET SERVICES INC.
(Exact name of the registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
74-2806888
(I.R.S. employer identification no.)
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
(Address of principal executive offices)
(913) 327-4200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of July 31, 2000, the
Company had 17,484,979 common shares outstanding.
1
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PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS.
------------------------------
EURONET SERVICES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. Dollars, except share and per share data)
<TABLE>
<CAPTION>
ASSETS June 30, 2000 Dec. 31, 1999
------ ------------- -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,040 $ 15,037
Restricted cash 6,453 10,929
Investment securities -- 750
Trade accounts receivable, net of allowances for doubtful accounts of
$322 at June 30, 2000 and $381 at December 31, 1999 6,032 7,888
Costs and estimated earnings in excess of billings on software
installation contracts 484 667
Income taxes receivable 767 818
Prepaid expenses and other current assets 3,545 3,695
--------- ---------
Total current assets 22,321 39,784
Property, plant, and equipment, net 35,128 36,693
Intangible assets, net 14,670 16,259
Deposits 1,597 1,355
Deferred income taxes 433 460
Other assets, net 2,195 2,293
--------- ---------
Total assets $ 76,344 $ 96,844
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Trade accounts payable $ 4,173 $ 5,768
Current installments of obligations under capital leases 3,703 4,188
Accrued expenses and other current liabilities 8,311 12,631
Advance payments on contracts 1,179 1,321
Billings in excess of costs and estimated earnings on software
installation contracts 1,771 3,030
--------- ---------
Total current liabilities 19,137 26,938
Obligations under capital leases, excluding current installments 8,386 6,397
Notes payable 73,310 72,800
Other long-term liabilities 101 202
--------- ---------
Total liabilities 100,934 106,337
--------- ---------
Stockholders' deficit:
Common stock, $0.02 par value. Authorized 30,000,000 shares; issued and
outstanding 16,579,597 shares at June 30, 2000 and 15,541,956 at
December 31, 1999 330 311
Additional paid in capital 74,040 66,969
Treasury stock (62) (3)
Employee loans for stock (671) (794)
Subscription receivable (71) (50)
Accumulated losses (96,045) (74,260)
Restricted reserve 788 784
Accumulated other comprehensive loss (2,899) (2,450)
--------- ---------
Total stockholders' deficit (24,590) (9,493)
--------- ---------
Total liabilities and stockholders' deficit $ 76,344 $ 96,844
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
EURONET SERVICES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands of U.S. Dollars, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months Ended June 30,
------------------------- ---------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
ATM network and related revenue $ 17,211 $ 11,330 $ 8,951 $ 5,928
Software, maintenance and related revenue 7,645 7,548 3,967 4,781
------------ ------------ ------------ ------------
Total revenues 24,856 18,878 12,918 10,709
------------ ------------ ------------ ------------
Operating expenses:
Direct operating costs 13,299 11,398 6,487 5,613
Salaries and benefits 14,386 11,847 7,428 6,870
Selling, general and administrative 5,226 5,694 2,592 2,907
Depreciation and amortization 5,437 4,640 2,704 2,274
------------ ------------ ------------ ------------
Total operating expenses 38,348 33,579 19,211 17,664
------------ ------------ ------------ ------------
Operating loss (13,492) (14,701) (6,293) (6,955)
Other (expense)/income:
Interest income 739 1,001 408 544
Interest expense (5,043) (5,232) (2,503) (2,400)
Foreign exchange (loss)/gain, net (3,918) 727 (2,092) 445
------------ ------------ ------------ ------------
Total other expense (8,222) (3,504) (4,187) (1,411)
------------ ------------ ------------ ------------
Loss before income taxes and extraordinary item (21,714) (18,205) (10,480) (8,366)
Income taxes (71) -- (20) --
------------ ------------ ------------ ------------
Loss before extraordinary item (21,785) (18,205) (10,500) (8,366)
Extraordinary gain on early retirement of debt, net of
applicable income taxes -- 1,661 -- 1,507
------------ ------------ ------------ ------------
Net loss $ (21,785) $ (16,544) $ (10,500) $ (6,859)
Other comprehensive (loss)/income:
Translation adjustment (449) (1,043) (316) 1,077
------------ ------------ ------------ ------------
Comprehensive loss $ (22,234) $ (17,587) $ (10,816) $ (5,782)
============ ============ ============ ============
Loss per share - basic and diluted:
Loss before extraordinary item $ (1.37) $ (1.20) $ (0.64) $ (0.55)
Extraordinary gain on early retirement of debt -- 0.11 -- 0.10
------------ ------------ ------------ ------------
Net loss $ (1.37) $ (1.09) $ (0.64) $ (0.45)
============ ============ ============ ============
Weighted average number of shares outstanding 15,947,745 15,213,453 16,528,883 15,213,453
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
EURONET SERVICES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(21,785) $(16,544)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 5,437 4,640
Unrealized foreign exchange gains, net (3,597) (9,903)
Accretion of discount on notes 4,492 4,821
Gain on extinguishment of debt - (1,741)
Decrease in costs and estimated earnings in excess of billings
on software installation contracts 182 181
Decrease in restricted cash 5,437 675
Decrease/(increase) in trade accounts receivable 1,856 (724)
Decrease/(increase) in prepaid expenses and other current assets 262 (425)
Decrease in deposits on ATM leases - 797
(Decrease)/increase in trade accounts payable (1,271) 805
Increase/(decrease) in income taxes payable 33 (1,805)
(Decrease)/increase in billings in excess of costs and estimated earnings
on software installation contracts (1,332) 1,147
Decrease in accrued expenses and other current liabilities (4,676) (651)
Other 65 200
-------- --------
Net cash used in operating activities (14,897) (18,527)
-------- --------
Cash flows from investing activities:
Fixed asset purchases (1,090) (2,623)
Acquisition of businesses - (7,204)
Proceeds from sale of fixed assets 221 152
Purchase of investment securities - (2,849)
Proceeds from maturity of investment securities - 2,795
Net decrease in loan receivable (14) (195)
-------- --------
Net cash used in investing activities (883) (9,924)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of shares and warrants 7,034 -
Costs to obtain loans - (22)
Repayment of loans to employees for purchase of common stock 123 -
Repurchase of notes payable - (2,870)
Subscriptions receivable (21) 50
Repayment of obligations under capital leases (2,259) (2,876)
Proceeds from/(repayment of) bank borrowings 612 (276)
-------- --------
Net cash provided by/used in financing activities 5,489 (5,994)
Effects of exchange rate differences on cash 294 115
-------- --------
Net decrease in cash and cash equivalents (9,997) (34,330)
Cash and cash equivalents at beginning of period 15,037 55,614
-------- --------
Cash and cash equivalents at end of period $ 5,040 $ 21,284
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
EURONET SERVICES INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
NOTE 1 - FINANCIAL POSITION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Euronet Services
Inc. and subsidiaries have been prepared from the records of Euronet Services
Inc. and subsidiaries (collectively, the "Company"), pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, such unaudited consolidated financial statements include all
adjustments (consisting only of normal, recurring accruals) necessary to present
fairly the financial position of the Company at June 30, 2000, the results of
its operations for the three-month and six-month periods ended June 30, 2000 and
1999 and cash flows for the six-month periods ended June 30, 2000 and 1999.
The unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of Euronet Services Inc. and
subsidiaries for the year ended December 31, 1999, including the notes thereto,
set forth in the Company's Form 10-K.
The results of operations for the three-month and six-month periods ended June
30, 2000 are not necessarily indicative of the results to be expected for the
full year.
The Company generated an operating loss of $13.5 million and negative cash flows
from operations of $14.9 million for the six months ended June 30, 2000,
primarily due to the significant costs associated with the expansion of its ATM
network, investment in delivery, support, research and development in its
software subsidiary which was acquired in December 1998, and settlement of
currency option contracts (which constituted $5.9 million of the total $14.9
million -- see Note 6). Based on the Company's current business plan and
financial projections, the Company expects to continue reducing operating losses
and net cash used in operating activities during the remainder of 2000. In the
ATM Services Segment, the Company anticipates that increased transaction levels
in its ATM network will result in additional revenues without a corresponding
increase in expenses. In addition, the Company expects to further expand its ATM
outsourcing services and offer new value-added services, which will provide
continued revenue growth without significantly increasing direct operating
expenses or capital investments. In the Software Solutions Segment, the Company
expects increased revenues resulting from sales of new products and services to
the existing and expanded customer base resulting from the continued integration
of ATM and software sales and customer service organizations.
The Company believes that $6.1 million in net proceeds from a private placement
of common shares in July 2000 (see Note 8) and cash and cash equivalents at June
30, 2000 will provide the Company with sufficient cash resources until it
achieves positive cash flow. In addition, the Company entered into an unsecured
revolving credit agreement (see Note 7) which provides a facility of up to $4.0
million, and the Company held repurchased notes payable with a face value of
48.4 million Deutsche Marks ($23.8 million) and a fair value at June 30, 2000 of
$14.5 million. The Company nevertheless has a policy of assessing opportunities
for additional debt and equity financing as they arise, and will pursue any such
opportunities if the Company considers that they may contribute to fulfilling
its financial and strategic business objectives.
Based on the above, management is confident that the Company will be able to
continue as a going concern. Accordingly, these consolidated financial
statements have been prepared on a going concern basis which contemplates the
continuation and expansion of trading activities as well as the realization of
assets and liquidation of liabilities in the ordinary course of business.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
There have been no significant additions to or changes in accounting policies of
the Company since December 31, 1999. For a description of these policies, see
Note 3 to the Notes to Consolidated Financial Statements for the year ended
December 31, 1999.
5
<PAGE>
NOTE 3 - NET LOSS PER SHARE - BASIC AND DILUTED
Net loss per share has been computed by dividing net loss by the weighted
average number of common shares outstanding. The effect of potential common
stock (stock options and warrants outstanding) is antidilutive. Accordingly,
diluted net loss per share does not assume the exercise of stock options and
warrants outstanding.
NOTE 4 - BUSINESS SEGMENT INFORMATION
Euronet and its subsidiaries operate in two business segments: (1) a segment
that provides an independent shared ATM network and other ATM services to banks,
retail and financial institutions (the "ATM Services Segment"); and (2) a
segment that produces application software and solutions for payment and
transaction delivery systems (the "Software Solutions Segment"). These business
segments are supported by a corporate service segment which provides corporate
and other administrative services which are not directly identifiable with the
two business segments, (the "Corporate Services Segment"). The accounting
policies of each segment are the same as those described in the summary of
significant accounting policies. The Company evaluates performance based on
profit or loss from operations before income taxes not including nonrecurring
gains and net loss. Prior period segment information has been restated to
conform to the current period's presentation.
As the ATM Services Segment continued to grow throughout 1999, the Company's
management began to divide the internal organization of the segment into
subsegments. Accordingly, beginning in January 2000, the Company divided the ATM
Services Segment into three subsegments: "Central European ATM Operations"
(including Hungary, Poland, the Czech Republic, Croatia, Greece and Romania),
"Western European ATM Operations" (including Germany, France, and the United
Kingdom) and "Other ATM Operations" (including the United States and unallocated
processing center costs). Where practical, certain amounts have been
reclassified to reflect the change in internal reporting. The Company is unable
to present ATM Services Segment assets by subsegment as of June 30, 1999. Prior
to January 1, 2000, certain assets that were used to provide support services to
the Company as a whole were included in the assets in the balance sheet of the
Company's wholly owned Hungarian subsidiary, Euronet Banktechnikai Szolgaltato
Kft. ("Bank Tech"). In order to segregate corporate assets from those of the
Hungarian operations, these assets were transferred as of December 31, 1999,
from Bank Tech to an existing Hungarian shell company, Euronet Adminisztracios
Szolgaltato Kft. ("Euronet Corporate Services"), formerly known as SatComNet.
Those assets are now shown under the Other ATM Operations Subsegment.
The following tables present the segment results of the Company's operations for
the three-month and six-month periods ended June 30, 2000 and June 30, 1999.
<TABLE>
<CAPTION>
(Unaudited)
(In thousands) ATM Services
-------------------------------------
For the Three months ended Central Western Other ATM Software Corporate
June 30, 2000 Europe Europe ATM Total Solutions Services Total
------ ------ --- ----- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 4,587 $ 3,942 $ 422 $ 8,951 $ 4,012 $ - $ 12,963
Total operating expenses (5,495) (4,584) (506) (10,585) (6,483) (2,188) (19,256)
Operating loss (908) (642) (84) (1,634) (2,471) (2,188) (6,293)
Interest income 153 59 14 226 56 126 408
Interest expense (220) (40) (3) (263) - (2,240) (2,503)
Foreign exchange gain/(loss), net (418) (268) (227) (913) (1) (1,178) (2,092)
Net loss before income taxes $(1,393) $ (891) $ (300) $ (2,584) $ (2,416) $ (5,480) $ (10,480)
Segment assets $31,710 $18,323 $3,098 $ 53,131 $ 16,858 $ 6,355 $ 76,344
Fixed assets 19,600 12,734 1,650 33,984 1,017 127 35,128
Depreciation and amortization 976 754 296 2,026 630 48 2,704
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
(Unaudited)
(In thousands) ATM Services
--------------------------------------------
For the Three months ended Central Western Other ATM Software Corporate
June 30, 1999 Europe Europe ATM Total Solutions Services Total
------ ------ --- ----- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 3,057 $ 2,871 $ -- $ 5,928 $ 4,826 $ -- $ 10,754
Total operating expenses (5,199) (4,140) (623) (9,962) (5,847) (1,900) (17,709)
Operating loss (2,142) (1,269) (623) (4,034) (1,021) (1,900) (6,955)
Interest income 86 3 4 93 19 432 544
Interest expense (267) (25) (11) (303) -- (2,097) (2,400)
Foreign exchange gain/(loss), net (81) (17) (1) (99) 2 542 445
Net loss before income taxes $ (2,404) $ (1,308) $ (631) $ (4,343) $ (1,000) $ (1,516) $ (6,859)
Segment assets n/a n/a n/a $ 56,140 $ 18,384 $ 27,795 $ 102,319
Fixed assets n/a n/a n/a 33,729 891 159 34,780
Depreciation and amortization n/a n/a n/a 1,692 544 38 2,274
<CAPTION>
(Unaudited)
(In thousands) ATM Services
--------------------------------------------
For the Six months ended Central Western Other ATM Software Corporate
June 30, 2000 Europe Europe ATM Total Solutions Services Total
------ ------ --- ----- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 8,582 $ 7,698 $ 931 $ 17,211 $ 7,735 $ -- $ 24,946
Total operating expenses (10,722) (9,825) (1,125) (21,672) (12,735) (4,031) (38,438)
Operating loss (2,140) (2,127) (194) (4,461) (5,000) (4,031) (13,492)
Interest income 235 65 32 332 96 311 739
Interest expense (459) (79) (6) (544) -- (4,499) (5,043)
Foreign exchange gain/(loss), net (786) (325) (409) (1,520) -- (2,398) (3,918)
Net loss before income taxes $ (3,150) $ (2,466) $ (577) $ (6,193) $ (4,904) $ (10,617) $ (21,714)
Segment assets $ 31,710 $ 18,323 $ 3,098 $ 53,131 $ 16,858 $ 6,355 $ 76,344
Fixed assets 19,600 12,734 1,650 33,984 1,017 127 35,128
Depreciation and amortization 1,941 1,495 614 4,050 1,265 122 5,437
<CAPTION>
(Unaudited)
(In thousands) ATM Services
--------------------------------------------
For the Six months ended Central Western Other ATM Software Corporate
June 30, 1999 Europe Europe ATM Total Solutions Services Total
------ ------ --- ----- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 5,622 $ 5,708 $ -- $ 11,330 $ 7,638 $ -- $ 18,968
Total operating expenses (10,504) (8,254) (769) (19,527) (10,710) (3,432) (33,669)
Operating loss (4,882) (2,546) (769) (8,197) (3,072) (3,432) (14,701)
Interest income 137 3 4 144 44 813 1,001
Interest expense (540) (51) (26) (617) -- (4,615) (5,232)
Foreign exchange gain/(loss), net (34) (15) (1) (50) 2 775 727
Net loss before income taxes $ (5,319) $ (2,609) $ (792) $ (8,720) $ (3,026) $ (4,798) $ (16,544)
Segment assets n/a n/a n/a $ 56,140 $ 18,384 $ 27,795 $ 102,319
Fixed assets n/a n/a n/a 33,729 891 159 34,780
Depreciation and amortization n/a n/a n/a 3,451 1,128 61 4,640
</TABLE>
The following is a reconciliation of the segmented information to the
unaudited consolidated financial statements.
<TABLE>
<CAPTION>
For the Three months ended For the Six months ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
--------------- --------------- --------------- ---------------
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Revenues:
Total revenues for reportable segments $ 12,963 $ 10,754 $ 24,946 $ 18,968
Elimination of inter segment revenues (45) (45) (90) (90)
--------------- --------------- --------------- ---------------
Total consolidated revenues $ 12,918 $ 10,709 $ 24,856 $ 18,878
=============== =============== =============== ===============
</TABLE>
Total revenues for the six months ended June 30, 2000 and June 30, 1999 and
long-lived assets as of June 30, 2000
7
<PAGE>
and June 30, 1999 for the Company analyzed by geographical location is as
follows:
Total Revenues Long-lived Assets
-------------- -----------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
United States $ 8,667 $ 7,638 $13,555 $12,733
Germany 4,907 5,520 8,060 10,225
Poland 4,197 2,458 9,786 9,371
Hungary 3,147 2,726 9,907 10,701
Other 4,028 626 8,490 6,529
------- ------- ------- -------
Total $24,946 $18,968 $49,798 $49,559
======= ======= ======= =======
Total revenues are attributed to countries based on location of customer for the
ATM Services Segment. For revenues generated by the Software Solutions Segment,
all revenues are attributed to the United States. Long lived assets consist of
property, plant, and equipment, net of accumulated depreciation and intangible
assets, net of accumulated amortization.
NOTE 5 - PRIVATE PLACEMENT OF COMMON SHARES
In April 2000 the Company entered into two separate subscription agreements for
the sale of an aggregate of 354,777 new common shares of the Company. Of the
total new shares, closing with respect to 254,777 shares took place on April 10,
2000, and closing with respect to 100,000 shares took place on May 4, 2000.
These agreements were signed with certain foreign persons in transactions exempt
from registration under the United States Securities Act of 1933 (the "Act")
pursuant the exemption provided in Regulation S of the Act. The weighted average
purchase price of each share was $7.50. The aggregate amount of proceeds to the
Company from the private placement was $2.7 million. Under each of the
agreements, for each two shares of common stock purchased in the private
placement, the accredited investors were issued one warrant, expiring in each
case on the one year anniversary date of the subscription agreement, to purchase
a share of Euronet common stock at a weighted average exercise price of $12.50.
On February 25, 2000 the Company entered into two subscription agreements for
the sale of an aggregate of 650,000 new common shares of the Company. Closing
under these agreements took place on March 13, 2000. These agreements were
signed with certain accredited investors in transactions exempt from
registration pursuant to the exemptions provided in Section 4(2) and Regulation
D of the Act. The purchase price of each share was $6.615, which represents 90%
of the average closing price for the ten trading days prior to and including
February 15, 2000. The aggregate amount of proceeds to the Company from the
private placement was $4.3 million. Under each of the agreements, for each two
shares of common stock purchased in the private placement, the purchasers were
issued one warrant to purchase a share of Euronet common stock at an exercise
price of $11.615, expiring in each case on the one year anniversary date of the
subscription agreement.
NOTE 6 - FORWARD FOREIGN EXCHANGE CONTRACTS
On May 26, 1999, the Company entered into foreign currency call options with
Merrill Lynch to purchase Euro 79.3 million for $85.9 million and foreign
currency put options to sell $83.6 million for Euro 79.3 million on May 26, 2000
(the "Settlement Date"). Under such contracts, the Company would be required to
make a cash payment to Merrill Lynch on May 31, 2000, should the Euro weaken
against the US Dollar and fall below $1.055 (the "Floor Rate") on the Settlement
Date. At the same time, should the Euro strengthen against the U.S. dollar and
rise above $1.0835 to the Euro (the "Ceiling Rate") the Company would receive a
cash payment from Merrill Lynch depending upon the Euro/Dollar exchange rate on
such Settlement Date.
In the week of March 13, 2000, the Company entered into put options with Merrill
Lynch to sell Euro 79.0 million for $75.1 million on May 26, 2000. The contracts
were purchased to limit the Company's exposure on the call option described
above against a fall of the Euro below $0.95.
8
<PAGE>
The Company was required to cash collateralize the net fair value of such
options contracts measured on a mark-to-market basis, and on May 26, 2000, the
Company had on deposit $8.3 million with Merrill Lynch.
On May 26, 2000, the rate of the Euro was $0.9118 and the Company settled the
above option contracts in the amount of $8.3 million resulting in a total net
loss on such contracts of $10.3 million inclusive of the cost of the contracts.
Of the total amount, $1.9 million was recorded in the three-month period ended
June 30, 2000 and $6.2 million was recorded in the six-month period ended June
30, 2000. Of the total amount, $0 was recorded in the three month period ended
June 30, 1999 and $0 in the six month period ended June 30, 1999. At June 30,
2000, the Company had not entered into any further option contracts.
NOTE 7 - CREDIT FACILITY
On June 30, 2000 the Company entered into an unsecured revolving credit
agreement (the "Credit Agreement"). The Agreement provides a facility of up to
$4.0 million from three shareholders of the Company as follows: DST Systems Inc.
in the amount of $2.4 million; Hungarian-American Enterprise Fund in the amount
of $1.0 million; and Michael J. Brown in the amount of $600,000. The facility
may be drawn upon until December 28, 2000, and repayment of any draws are due
June 30, 2001. Draws on the facility will accrue interest at 10 percent per
annum, payable quarterly. In addition, the facility has a fee of 100,000
warrants issued pro-rata to the lenders with a warrant strike price at 90% of
the average price of the Company's shares, as quoted on the NASDAQ SmallCap
market, for 10 trading days prior to the warrant issue date. Additional warrants
are issued on similar terms and conditions for each draw on the facility at the
rate of 80,000 warrants for each $1.0 million of funds drawn.
NOTE 8 - SUBSEQUENT EVENT
On July 13, 2000 the Company entered into a subscription agreement for the sale
of 870,946 new common shares of the Company. This agreement was signed with a
single accredited investor in a transaction exempt from registration pursuant to
the exemptions provided in Section 4(2) and Regulation D of the Act. Closing
with respect to such sale took place on July 14, 2000. The purchase price of
each share was $6.97. The aggregate amount of proceeds to the Company from the
private placement was $6.1 million.
NOTE 9 - RECLASSIFICATION
Certain amounts have been reclassified in the prior period unaudited
consolidated financial statements to conform to the 2000 unaudited consolidated
financial statements presentation.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS.
--------------
OVERVIEW
Euronet is a provider of end-to-end electronic payment solutions and transaction
processing for retail banks and other companies. The Company operates an
independent automated teller machine ("ATM") network and sells and supports
software for electronic payment and transaction delivery systems. Euronet offers
electronic payment solutions consisting of ATM network participation and
outsourced ATM network management solutions, and comprehensive software
solutions to retail banks and other companies around the world.
Euronet and its subsidiaries operate in two business segments: (1) a segment
that provides an independent shared ATM network and other ATM services to banks
and financial institutions (the "ATM Services Segment"); and (2) a segment that
produces application software and solutions for payment and transaction delivery
systems (the "Software Solutions Segment"). In addition, the Company's
management divides the ATM Services Segment into three sub-segments: "Central
European ATM Operations" (including Hungary, Poland, the Czech Republic,
Croatia, Greece and Romania), "Western European ATM Operations" (including
Germany, France and the United Kingdom) and "Other ATM Operations" (including
the United States and unallocated processing center costs). These business
segments, and their sub-segments, are supported by a corporate service segment
which provides corporate and other administrative services which are not
directly identifiable with the two business segments, ("Corporate Services").
The accounting policies of each segment are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on profit or loss from operations before income taxes not including
nonrecurring gains and net loss. Prior period segment information has been
restated to conform to the current period's presentation.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND
1999
The Company's total revenues increased to $12.9 million for the three months
ended June 30, 2000 from $10.7 million for the three months ended June 30, 1999.
The increase in revenues from 1999 to 2000 is primarily due to two factors: (1)
a $3.0 million increase in total ATM Services Segment revenues; and (2) a
$800,000 decrease in Software Solutions Segment revenues. Revenues for the three
months ended June 30, 2000 and 1999 are discussed more fully in the Segment
Results of Operations sections below.
Total operating expenses increased to $19.2 million for the three months ended
June 30, 2000 from $17.7 million for the three months ended June 30, 1999. The
increase from 1999 to 2000 can be broken down by segment as follows: (1) a
$600,000 increase in ATM Services Segment operating costs, (2) a $600,000
increase in Software Solutions Segment operating costs, and (3) a $300,000
increase in Corporate Services Segment operating costs. Operating expenses for
the three months ended June 30, 2000 and 1999 are discussed more fully in the
Segment Results of Operations sections below.
The Company generated an operating loss of $6.3 million for the three months
ended June 30, 2000 compared to an operating loss of $7.0 million for the three
months ended June 30, 1999. The decreased operating loss from 1999 to 2000 is
due to the net effect of three factors: (1) a $2.4 million decrease in operating
losses from the Company's ATM Services Segment; (2) a $1.4 increase in operating
losses from the Company's Software Solutions Segment; and (3) a $300,000
increase in operating losses from the Company's Corporate Services Segment.
Operating losses resulting from segment operations for the three months ended
June 30, 2000 and 1999 are discussed more fully in the Segment Results of
Operations section below.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
The Company's total revenues increased to $24.9 million for the six months ended
June 30, 2000 from $18.9 million for the six months ended June 30, 1999. The
increase in revenues from 1999 to 2000 is primarily due to two factors: (1) a
$5.9 million increase in total ATM Services Segment revenues; and (2) a $100,000
increase in Software
10
<PAGE>
Solutions Segment revenues. Revenues for the six months ended June 30, 2000 and
1999 are discussed more fully in the Segment Results of Operations sections
below.
Total operating expenses increased to $38.3 million for the six months ended
June 30, 2000 from $33.6 million for the six months ended June 30, 1999. The
increase from 1999 to 2000 can be broken down by segment as follows: (1) a $2.1
million increase in ATM Services Segment operating costs, (2) a $2.0 million
increase in Software Solutions Segment operating costs, and (3) a $600,000
increase in Corporate Services Segment operating costs. Operating expenses for
the six months ended June 30, 2000 and 1999 are discussed more fully in the
Segment Results of Operations sections below.
The Company generated an operating loss of $13.5 million for the six months
ended June 30, 2000 compared to an operating loss of $14.7 million for the six
months ended June 30, 1999. The decreased operating loss from 1999 to 2000 is
due to the net effect of three factors: (1) a $3.8 million decrease in operating
losses from the Company's ATM Services Segment; (2) a $2.0 million increase in
operating losses from the Company's Software Solutions Segment; and (3) a
$600,000 increase in operating losses from the Company's Corporate Services
Segment. Operating losses resulting from segment operations for the six months
ended June 30, 2000 and 1999 are discussed more fully in the Segment Results of
Operations section below.
SEGMENT RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
(In thousands) Revenues Operating Loss
-------- --------------
Three months ended June 30, 2000 1999 2000 1999
--------------------------- ------- ------- -------- --------
<S> <C> <C> <C> <C>
ATM Services:
Central European ATM Operations $ 4,587 $ 3,057 $ (908) $ (2,142)
Western European ATM Operations 3,942 2,871 (642) (1,269)
Other ATM Operations 422 - (84) (623)
------- ------- -------- --------
Total ATM Services 8,951 5,928 (1,634) (4,034)
Software Solutions 4,012 4,826 (2,471) (1,021)
Corporate Services - - (2,188) (1,900)
Inter segment eliminations (45) (45) - -
------- ------- -------- --------
Total $12,918 $10,709 $ (6,293) $ (6,955)
======= ======= ======== ========
<CAPTION>
(Unaudited)
(In thousands) Revenues Operating Loss
-------- --------------
Six months ended June 30, 2000 1999 2000 1999
------------------------- ------- ------- -------- --------
ATM Services:
Central European ATM Operations $ 8,582 $ 5,622 $ (2,140) $ (4,882)
Western European ATM Operations 7,698 5,708 (2,127) (2,546)
Other ATM Operations 931 - (194) (769)
------- ------- -------- --------
Total ATM Services 17,211 11,330 (4,461) (8,197)
Software Solutions 7,735 7,638 (5,000) (3,072)
Corporate Services - - (4,031) (3,432)
Inter segment eliminations (90) (90) - -
------- ------- -------- --------
Total $24,856 $18,878 $(13,492) $(14,701)
======= ======= ======== ========
</TABLE>
COMPARISON OF OPERATING RESULTS THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
AND THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
ATM SERVICES SEGMENT
Revenues
11
<PAGE>
Total segment revenues increased by $3.0 million or 51% to $8.9 million for the
three months ended June 30, 2000 from $5.9 million for the three months ended
June 30, 1999, and by $5.9 million or 52% to $17.2 million for the six months
ended June 30, 2000 from $11.3 million for the six months ended June 30, 1999.
The increase in revenues is due primarily to the significant increase in
transaction volume attributable to additional network connections to credit and
debit card issuers and an increase in the number of ATMs operated by the Company
during these periods.
Revenues for the Central European Subsegment totaled $4.6 million for the three
months ended June 30, 2000 as compared to $3.1 million for the three months
ended June 30, 1999 and $8.6 million for the six months ended June 30, 2000 as
compared to $5.6 million for the six months ended June 30, 1999. The increase in
revenues is largely the result of an increase in the number of ATMs operated by
the Company from 1,171 at June 30, 1999 to 1,342 at June 30, 2000, and increased
transaction volumes. Revenues for the Western European Subsegment totaled $3.9
million for the three months ended June 30, 2000 as compared to $2.9 million for
the three months ended June 30, 1999 and $7.7 million for the six months ended
June 30, 2000 as compared to $5.7 million for the six months ended June 30,
1999. The increase in revenues is largely the result of an increase in the
number of ATMs operated by the Company from 473 at June 30, 1999 to 719 at June
30, 2000, and increased transaction volumes. Revenues for the Other ATM
Operations Subsegment were $400,000 for the three months ended March 3, 2000 as
compared to $0 for the three months ended June 30, 1999 and $900,000 for the six
months ended June 30, 2000 as compared to $0 for the six months ended June 30,
1999. The revenues from this segment are the result of the acquisition of the
Dash Network located in the United States in August 1999.
In total, the Company had 1,644 ATMs installed as of June 30, 1999, and
processed 6.9 million transactions for the three months ended June 30, 1999 and
12.8 million transactions for the six months ended June 30, 1999. As of June 30,
2000, the Company's ATM network increased by 874 ATMs, or 53%, to a total of
2,518 ATMs, of which 73% are owned by the Company and 27% are owned by banks or
other financial institutions but operated by the Company through management
agreements. The Company processed 12.9 million transactions for the three months
ended June 30, 2000, an increase of 6.0 million transactions, or 87%, over the
three months ended June 30, 1999. The Company processed 23.9 million
transactions for the six months ended June 30, 2000, an increase of 11.1 million
transactions, or 87%, over the six months ended June 30, 1999.
Of total segment revenue, approximately 84% is attributable to those ATMs owned
by the Company for the three months ended June 30, 2000 and 97% for the three
months ended June 30, 1999. Of total transactions processed, approximately 77%
is attributable to those ATMs owned by the Company for the three months ended
June 30, 2000 and 87% for the three months ended June 30, 1999. In addition, of
total segment revenue approximately 86% is attributable to those ATMs owned by
the Company for the six months ended June 30, 2000 and 97% for the six months
ended June 30, 1999. Of total transactions processed, approximately 76% is
attributable to those ATMs owned by the Company for the six months ended June
30, 2000 and 86% for the six months ended June 30, 1999. The Company believes
the shift from a largely proprietary, Euronet-owned ATM network to a more
balanced mix between proprietary ATMs and customer-owned ATMs is an extremely
positive development and will provide higher marginal returns on investments.
Operating Expenses
Total segment operating expenses increased to $10.6 million for the three months
ended June 30, 2000 from $10.0 million for the three months ended June 30, 1999
and to $21.7 million for the six months ended June 30, 2000 from $19.5 million
for the six months ended June 30, 1999. The increases are due primarily to costs
associated with the installation of additional ATMs and expansion of the
Company's operations during the periods.
Direct operating costs in the ATM Services Segment consist primarily of: ATM
installation costs, ATM site rental costs, costs associated with maintaining
ATMs, ATM telecommunication costs, interest on network cash and cash delivery
and security services to ATMs. Such costs increased to $6.3 million for the
three months ended June 30, 2000 from $5.4 million for the three months ended
June 30, 1999 and to $13.0 million for the six months ended June 30, 2000 from
$11.0 million for the six months ended June 30, 1999. In addition, intercompany
allocations were made to charge the ATM operations with transaction switching
and bank connection fees associated with the operations central processing
center in Budapest. These allocations totaled $900,000 for the three months
ended June 30, 2000 and $700,000 for the three months ended June 30, 1999 and
$1.7 million for the six months ended June 30, 2000 and $1.4 million for the six
months ended June 30, 1999. The components of direct operating costs
12
<PAGE>
for the three months ended June 30, 2000 and 1999 were:
<TABLE>
<CAPTION>
(Unaudited) Three months ended June 30, Six months ended June 30,
(in thousands) 2000 1999 2000 1999
------ ------ ------- -------
<S> <C> <C> <C> <C>
ATM communication $1,060 $1,007 $2,087 $2,039
ATM cash filling and interest on network cash 1,781 1,215 3,670 2,837
ATM maintenance 907 768 1,933 1,384
ATM site rental 545 634 1,108 1,325
ATM installation 315 284 497 328
Transaction processing and ATM monitoring 1,199 979 2,534 1,917
Other 495 521 1,179 1,186
------ ------ ------- -------
Total direct operating expenses $6,302 $5,408 $13,008 $11,016
====== ====== ======= =======
</TABLE>
Segment salaries and benefits decreased to $1.9 million for the three months
ended June 30, 2000 from $2.1 million for the three months ended June 30, 1999
and increased to $3.7 million for the six months ended June 30, 2000 from $3.5
million for the six months ended June 30, 1999. The largely flat year-on-year
expenses reflect the Company's efforts to control costs, and indicate the
Company's current staffing in both Central and Western Europe are sufficient to
maintain current operational activities.
Selling, general and administrative costs allocated to the ATM Services Segment
decreased to $400,000 for the three months ended June 30, 2000 from $700,000 for
the three months ended June 30, 1999 and to $900,000 for the six months ended
June 30, 2000 from $1.4 million for the six months ended June 30, 1999. The cost
decreases for the three months and six months ended June 30, 2000, result
largely from increases in the allocation of costs from the Budapest processing
center to the direct operating costs of the ATM network, due to an increase in
the number of ATMs operated by the Company, as discussed above.
Depreciation and amortization increased to $2.0 million for the three months
ended June 30, 2000 from $1.7 million for the three months ended June 30, 1999
and to $4.0 million for the six months ended June 30, 2000 from $3.5 million for
the six months ended June 30, 1999. The increases are due primarily to the
increase in the number of owned ATMs as discussed previously.
Operating Loss
The total ATM Services Segment operating loss decreased to $1.6 million for
three months ended June 30, 2000 from $4.0 million for the three months ended
June 30, 1999 and to $4.5 million for the six months ended June 30, 2000 from
$8.2 million for the six months ended June 30, 1999, as a result of the factors
discussed above. The Central European ATM Operations Subsegment operating loss
decreased to $900,000 for the three months ended June 30, 2000 compared to $2.1
million for the three months ended June 30, 1999 and to $2.1 million for the six
months ended June 30, 2000 from $4.9 million for the six months ended June 30,
1999, as a result of the factors discussed above. The Western European ATM
Operations Subsegment operating loss decreased to $600,000 for three months
ended June 30, 2000 compared to $1.3 million for the three months ended June 30,
1999 and to $2.1 million for the six months ended June 30, 2000 from $2.5
million for the six months ended June 30, 1999, as a result of the factors
discussed above. The Other ATM Operations Subsegment operating loss decreased to
$100,000 for three months ended June 30, 2000 compared to $600,000 for the three
months ended June 30, 1999 and to $200,000 for the six months ended June 30,
2000 from $800,000 for the six months ended June 30, 1999, as a result of the
factors discussed above.
ARKSYS SOFTWARE SOLUTIONS SEGMENT
Revenues
13
<PAGE>
Total segment revenues decreased by $800,000 or 17% to $4.0 million for the
three months ended June 30, 2000 from $4.8 million for the three months ended
June 30, 1999, and increased by $100,000 or 1% to $7.7 million for the six
months ended June 30, 2000 from $7.6 million for the six months ended June 30,
1999. This is due to a concerted effort in the second quarter of 1999 to improve
delivery and reduce the sales backlog. As revenue is recognized on a percentage
of completion basis, this resulted in a high level of revenue being recognized
in the second quarter of 1999. In 2000, sales bookings were adversely affected
by Y2K in the first quarter, which resulted in low recognized revenue in the
second quarter. The sales bookings from the second quarter 2000 will be
recognized over subsequent quarters as the majority of sales bookings occurred
late in the second quarter.
Software Solutions Segment revenues are grouped into four broad categories:
software license fees, professional service fees, maintenance fees and hardware
sales. Software license fees are the initial fees charged by the Company for the
licensing of its proprietary application software to customers. Professional
service fees are charged for customization, installation and consulting services
provided to customers. Software maintenance fees are the ongoing fees charged to
customers for the maintenance of the software products. Hardware sales revenues
are derived from the sale or brokerage of computer products and are reported net
of cost of sales. The table below shows the components of segment revenues for
the three months ended June 30, 2000 and 1999 and for the six months ended June
30, 2000 and 1999:
<TABLE>
<CAPTION>
(Unaudited)
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
(in thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Software license fees $1,289 $ 920 $1,980 $1,170
Professional service fees 1,630 2,648 2,943 4,198
Maintenance fees 1,000 1,250 2,546 2,287
Hardware sales 93 8 266 (17)
------ ------ ------ ------
Total segment revenues $4,012 $4,826 $7,735 $7,638
====== ====== ====== ======
</TABLE>
Software Sales Backlog
The Company defines "software sales backlog" as fees specified in contracts
which have been executed by the Company and for which the Company expects
recognition of the related revenue within one year. At June 30, 2000 the revenue
backlog was $3.4 million compared to $3.7 million at June 30, 1999. The decrease
in backlog can be attributed to the Company's efforts towards improving
delivery, balanced with increasing software sales. It is management's intention
to continue to focus on expediting delivery and implementation of software in an
effort to reduce backlog while continuing sales growth.
There can be no assurance that the contracts included in backlog will actually
generate the specified revenues or that the revenues will be generated within a
one-year period.
Operating Expenses
Software Solutions Segment operating expenses consist primarily of salaries and
benefits, selling, general and administrative, and depreciation and
amortization. Total segment operating expenses increased to $6.5 million for the
three months ended June 30, 2000 from $5.8 million for the three months ended
June 30, 1999 and $12.7 million for the six months ended June 30, 2000 from
$10.7 million for the six months ended June 30, 1999.
The Company has made planned increases in staff in order to increase sales,
accelerate development of certain software enhancements and reduce delivery
times for software. These staff increases have resulted in a significant
increase in salaries and benefits, which has contributed to the net losses of
the Software Solutions Segment for the three-month and six-month periods ended
June 30, 2000 and 1999.
The Company has an ongoing commitment to the development, maintenance and
enhancement of its products and services. As a result of this commitment the
Company has invested substantial amounts in research and development. The
Company's research and development costs incurred for computer products to be
sold, leased or otherwise marketed increased to $1.8 million for the three
months ended June 30, 2000 from $1.3 million for the
14
<PAGE>
three months ended June 30, 1999 and to $3.3 million for the six months ended
June 30, 2000 from $2.1 million for the six months ended June 30, 1999.
Operating Loss
The Software Solutions Segment operating loss increased to $2.5 million for the
three months ended June 30, 2000 from $1.0 million for the three months ended
June 30, 1999 and to $5.0 million for the six months ended June 30, 2000 from
$3.1 million for the six months ended June 30, 1999, as a result of the factors
discussed above.
CORPORATE SERVICES SEGMENT
Operating Expenses
Operating expenses for the Corporate Services Segment increased to $2.2 million
for the three months ended June 30, 2000 from $1.9 million for the three months
ended June 30, 1999 and to $4.0 million for the six months ended June 30, 2000
from $3.4 million for the six months ended June 30, 1999. The Company's
expansion of its network infrastructure, and increases in corporate and
administrative capabilities are the primary reasons for these increased
expenditures.
NON-OPERATING RESULTS
Interest Income
Interest income decreased to $400,000 for the three months ended June 30, 2000
from $500,000 for the three months ended June 30, 1999 and $700,000 for the six
months ended June 30, 2000 from $1.0 million for the six months ended June 30,
1999. The decrease is the result of the decrease in investment securities and
cash.
Interest Expense
Interest expense increased to $2.5 million for the three months ended June 30,
2000 from $2.4 million for the three months ended June 30, 1999 and decreased to
$5.0 million for the six months ended June 30, 2000 from $5.2 million for the
six months ended June 30, 1999. The decrease for the six months ended June 30,
2000 is the result of the Company's bond repurchases in 1999 and a reduction in
the U.S. dollar equivalent of interest on foreign currency debt due to
devaluation of the respective foreign currencies.
Foreign Exchange Gain/Loss
The Company had a net foreign exchange loss of $2.1 million for the three months
ended June 30, 2000, compared to a net foreign exchange gain of $400,000 for the
three months ended June 30, 1999 and a net foreign exchange loss of $3.9 million
for the six months ended June 30, 2000 compared to a net foreign exchange gain
of $700,000 for the six months ended June 30, 1999. Exchange gains and losses
that result from re-measurement of certain Company assets and liabilities are
recorded in determining net loss. A portion of the assets and liabilities of the
Company are denominated in Euros, including capital lease obligations, notes
payable (including the Notes issued in the Company's public bond offering), cash
and cash equivalents, investments, and forward foreign exchange contracts. It is
the Company's policy to attempt to match local currency receivables and
payables. The foreign currency denominated assets and liabilities gives rise to
foreign exchange gains and losses as a result of U.S. dollar to local currency
exchange movements.
From the time of issuance of its Deutsche Mark (Euro) denominated 12 3/8% senior
discount notes (the "Senior Discount Notes") in June 1998 until May 31, 2000,
the Company hedged its exposure resulting from foreign currency fluctuations
that could affect the U.S. Dollar equivalent of the amounts payable under such
notes. On May 26, 1999, the Company entered into several foreign exchange option
contracts governed by an ISDA Master Agreement with Merrill Lynch International
Bank Limited ("ML"). Under such contracts, if as of May 26, 2000 (the settlement
date under such contracts), the Euro weakened against the dollar and fell below
$1.0550 to the Euro (the "Floor Rate") the Company would be required to make a
cash payment to ML on May 31, 2000 in an amount that depended on the Dollar/Euro
exchange rate on such settlement date. At the same time, if the Euro
strengthened
15
<PAGE>
against the U.S. Dollar and rose above $1.0835 to the Euro (the "Ceiling Rate")
the Company would have received a cash payment from ML on May 31, 2000 in an
amount that depended on the Dollar/Euro exchange rate on the settlement date. In
the week of March 13, 2000, the Company entered into additional put option
contracts to limit the cash impact of the original put option contracts sold on
May 26, 1999, should the Euro close below $0.95 on May 26, 2000.
On May 26, 2000, the rate of the Euro was $0.9118 and the Company settled the
above option contracts in the amount of $8.3 million resulting in a total net
loss on such contracts of $10.3 million inclusive of the cost of the contracts.
Of the total amount, $1.9 million was recorded in the three-month period ended
June 30, 2000 and $6.2 million was recorded in the six-month period ended
June 30, 2000. Of the total amount, $0 was recorded in the three month period
ended June 30, 1999 and $0 in the six month period ended June 30, 1999. At June
30, 2000, the Company had not entered into any further option contracts.
Extraordinary Gain
In June 1999 the Company recorded an extraordinary gain of $1.5 million (net of
income taxes of $0) following its repurchase of a portion of its DEM denominated
senior discount 12 3/8% notes. The gain represents the difference between the
allocated carrying value of the face value of the debt repurchased of $4.2
million less the consideration paid of $2.5 million, offset by the write-off of
allocated unamortized deferred financing costs of $149,000.
In February 1999 the Company recorded an extraordinary gain of $154,000 (net of
income taxes of $80,000), following its repurchase of a portion of its DEM
denominated senior discount 12 3/8% notes. The gain represents the difference
between the allocated carrying value of the face value of the debt repurchased
of $629,000 less the consideration paid of $373,000, offset by the write-off of
allocated unamortized deferred financing costs of $22,000.
The two transactions above result in a combined extraordinary gain of $1.7
million for the six months ended June 30, 1999. There were no extraordinary
gains or losses for the six months ended June 30, 2000. The Company has not
retired the bonds repurchased.
Net Loss
The Company's net loss increased to $10.5 million during the three months ended
June 30, 2000 from $6.9 million for the three months ended June 30, 1999 and
$21.8 for the six months ended June 30, 2000 from $16.5 for the six months ended
June 30, 1999, as a result of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has sustained negative cash flows from
operations and has financed its operations and capital expenditures primarily
through the proceeds from the 1998 issue of Deutsche Mark denominated notes
payable, the Company's 1997 public equity offering, equipment lease financing
and private placements of equity securities. The net proceeds of such
transactions, together with revenues from operations and interest income have
been used to fund aggregate net losses since inception of approximately $96.0
million, investments in property, plant and equipment of approximately $52.9
million and acquisitions of $24.6 million.
On February 25, 2000 the Company entered into two subscription agreements for
the sale of an aggregate of 650,000 new common shares of the Company. Closing
under those agreements took place on March 13, 2000. These agreements were
signed with certain accredited investors in transactions exempt from
registration under the exemptions provided in Section 4(2) and Regulation D of
the Act. The purchase price of each share was $6.615, which represents ninety
percent of the average closing price for the ten trading days prior to and
including February 15, 2000. The aggregate amount of proceeds to the Company
from the private placement was $4.3 million. Under each of the agreements, for
each two shares of common stock purchased in the private placement, the
purchasers were issued one warrant to purchase a share of Euronet common stock
at an exercise price of $11.615, expiring in each case on the one year
anniversary date of the subscription agreement.
In April 2000 the Company entered into two separate subscription agreements for
the sale of an aggregate of 354,777 new common shares of the Company. Of the
total new shares, closing with respect to 254,777 shares took place on April 10,
2000, and closing with respect to 100,000 shares took place on May 4, 2000.
These agreements
16
<PAGE>
were signed with certain foreign persons in transactions exempt from
registration under the exemption provided in Regulation S of the Act. The
weighted average purchase price of each share was $7.50. The aggregate amount of
proceeds to the Company from the private placement was $2.7 million. Under each
of the agreements, for each two shares of common stock purchased in the private
placement, the purchaser was issued one warrant to purchase a share of Euronet
common stock at a weighted average exercise price of $12.50, expiring in each
case on the one year anniversary date of the subscription agreement.
On July 13, 2000 the Company entered into a subscription agreement for the sale
of 870,946 new common shares of the Company. This agreement was signed with a
single accredited investor in a transaction exempt from registration pursuant to
the exemptions provided in Section 4(2) and Regulation D of the Act. Closing
with respect to such sale took place on July 14, 2000. The purchase price of
each share was $6.97. The aggregate amount of proceeds to the Company from the
private placement was $6.1 million.
The Company leases the majority of its ATMs under capital lease arrangements
that expire between 1999 and 2004. The leases bear interest between 8% and 12%
per annum. As of June 30, 2000 the Company owed $12.1 million under such capital
lease arrangements.
At June 30, 2000 the Company had cash and cash equivalents of $5.0 million and
working capital of $3.1 million. The Company had $6.5 million of restricted cash
held as security with respect to cash provided by banks participating in
Euronet's ATM network and as deposits with customs officials. In addition to the
assets held on the balance sheet at June 30, 2000 the Company held repurchased
notes payable with a face value of 48.4 million Deutsche Marks ($23.8 million)
and a fair value at June 30, 2000 of $14.5 million.
Furthermore, on June 30, 2000 the Company entered into an unsecured revolving
credit agreement (the "Agreement"). The Agreement provides a facility of up to
$4.0 million from three shareholders as follows: DST Systems in the amount of
$2.4 million; Hungarian-American Enterprise Fund in the amount of $1.0 million;
and Michael J. Brown in the amount of $600,000. The facility may be drawn upon
until September 30, 2000, and repayment of any draws are due June 30, 2001.
Draws on the facility will accrue interest at 10 percent per annum, payable
quarterly. In addition, the facility has a fee of 100,000 warrants issued pro-
rata to the lenders with a warrant strike price at the average share price, as
quoted on NASDAQ for 10 trading days prior to the warrant issue date, less 10
percent. Additional warrants are issued on similar terms and conditions for each
draw on the facility at the rate of 80,000 warrants for each $1.0 million of
funds drawn.
The Company expects that its capital requirements will continue in the future
but will not be as great as they were in the past, as the Company intends to
continue to promote its outsourcing capabilities and re-deploy under-performing
ATMs currently operating in the network. This strategy should reduce the
Company's reliance on capital expenditures in the future as the business
continues to grow. Fixed asset purchases and capital lease payments for the
remainder of 2000 are expected to be approximately $3.3 million in the Company's
existing markets, notably Western and Central Europe. Acquisitions of related
ATM business and investments in new markets in furtherance of the Company's
strategy may require additional capital expenditures.
Based on the Company's current business plan and financial projections, the
Company expects to continue to reduce operating losses and net cash used in
operating activities for the remainder of 2000. In the ATM Services Segment, the
Company anticipates that increased transaction levels in its ATM network will
result in additional revenues without a corresponding increase in expenses. In
addition, the Company expects to further expand its ATM outsourcing services and
offer new value-added services, which will provide continued revenue growth
without significantly increasing direct operating expenses or capital
investments. In the Software Solutions Segment, the Company expects increased
revenues resulting from sales of new products and services to the existing and
expanded customer base resulting from the continued integration of the Company's
sales and customer service organizations. The Company believes that the net
proceeds from the private placements of common shares described above and cash
and cash equivalents will provide the Company with sufficient cash resources
until it achieves positive cash flow from operations. As a result, the Company
believes it has sufficient liquidity resources to meet current and future cash
requirements. The Company nevertheless has a policy of assessing opportunities
for additional debt and equity financing as they arise, and will pursue any such
opportunities if the Company considers that they may contribute to fulfilling
its financial and strategic business objectives.
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BALANCE SHEET ITEMS
Cash and Cash Equivalents
The decrease of cash and cash equivalents to $5.0 million at June 30, 2000 from
$15.0 million at December 31, 1999 is due primarily to the net effects of
working capital movements, additional collateral requirements and operating
losses for the six months ended June 30, 2000. In addition, the Company recorded
net proceeds of $7.0 million from a private placement of the Company's stock as
discussed in Note 5 of the Notes to the Unaudited Consolidated Financial
Statements.
Restricted Cash
Restricted cash decreased to $6.5 million at June 30, 2000 from $10.9 million at
December 31, 1999. The majority of restricted cash was held to cover guarantees
for financial instruments. Restricted cash also represents funds held as
security with respect to cash provided in Hungary by banks participating in
Euronet's ATM network and as deposits with customs officials. The decrease
resulted primarily from the settlement of the Merrill Lynch option contracts
using restricted cash as discussed above.
Trade Accounts Receivable
Trade accounts receivable decreased to $6.0 million at June 30, 2000 from $7.9
million at December 31, 1999 due primarily to increased collections.
Property, Plant and Equipment
Net property, plant and equipment decreased to $35.1 million at June 30, 2000
from $36.7 million at December 31, 1999. This decrease is due primarily to
recognizing fixed asset depreciation in excess of fixed asset additions.
Intangible Assets
Net intangible assets decreased to $14.7 million at June 30, 2000 from $16.3
million at December 31, 1999. This decrease is due primarily to the amortization
of purchased intangibles acquired in the Arksys acquisition in 1998, and the SBK
and Dash acquisitions in 1999.
Current liabilities
Current liabilities decreased to $19.1 million at June 30, 2000 from $26.9
million at December 31, 1999. This decrease is due primarily to decreases in
accrued expenses, billings in excess of costs and estimated earnings on software
installation costs and settlement of the Merrill Lynch option contracts.
Notes Payable
Notes payable increased to $73.3 million at June 30, 2000 from $72.8 million at
December 31, 1999. This is the result of several transactions as follows:
Balance at December 31, 1999 $72.8
Unrealized foreign exchange gain (DEM vs. USD) (3.9)
Accretion of bond interest 4.4
-----
Balance at June 30, 2000 $73.3
Capital Leases
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Total capital lease obligations including current installments increased to
$12.1 million at June 30, 2000 from $10.6 million at December 31, 1999. This
increase is due to additional capital leases resulting from the Company's
purchase of Budapest Bank's ATM network, consisting of 147 ATMs on May 1, 2000.
Total Stockholders' Deficit
Total stockholders' deficit increased to a deficit of $24.6 million at June 30,
2000 from $9.5 million at December 31, 1999. This is due to the net loss for the
six months ended June 30, 2000 of $21.8 million, offset by $7.0 million received
in the private placement described in Note 5 of the Notes to the Unaudited
Consolidated Financial Statements and an increase in the accumulated
comprehensive loss of $400,000.
Impact of New Accounting Pronouncements Not Yet Adopted
In June 1998, the FASB issued SFAS No. 133 - Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133, as amended by FASB
Statement No. 137 and 138, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge in
one of three categories described in the pronouncement. The accounting for
changes in the fair value of a derivative (that is, gains and losses) depends on
the intended use of the derivative and the resulting designation. Under SFAS
133, an entity that elects to apply hedge accounting is required to establish at
the inception of the hedge the method it will use for assessing the
effectiveness of the hedge derivative and the measurement approach for
determining the ineffective aspect of the hedge. Those methods must be
consistent with the entity's approach to managing risk. SFAS 133 applies to all
entities and was originally effective for all fiscal quarters of fiscal years
beginning after June 15, 1999.
Initial application should be as of the beginning of an entity's fiscal quarter;
on that date, hedging relationships must be designated and documented pursuant
to the provisions of SFAS 133. Earlier application of all of the provisions is
encouraged but is permitted only as of the beginning of any fiscal quarter that
begins after issuance of SFAS 133. Additionally, SFAS 133 should not be applied
retroactively to financial statements of prior periods. Management believes that
the adoption of SFAS 133 will not have a material impact on the Company's
consolidated financial statements. In June 1999, the FASB issued SFAS No. 137
which changed the effective adoption of SFAS 133 to financial years beginning
after June 15, 2000.
The Securities and Exchange Commission issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" (SAB 101), on December 3, 1999.
SAB 101 provides additional guidance on the application of existing generally
accepted accounting principles to revenue recognition in financial statements.
The Company does not expect the guidance of SAB 101 to have a material effect on
its financial statements.
Forward-Looking Statements
This document contains statements that constitute forward-looking statements
within the meaning of section 27A of the Securities Act and section 21E of the
U.S. Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this document, including, without
limitation, statements regarding (i) the Company's business plans and financing
plans and requirements, (ii) trends affecting the Company's business plans and
financing plans and requirements, (ii) trends affecting the Company's business,
(v) the adequacy of capital to meet the Company's capital requirements and
expansion plans, (vi) the assumptions underlying the Company's business plans,
(vii) business strategy, (viii) government regulatory action, (ix) technological
advances and (x) projected costs and revenues, are forward-looking statements.
Although the Company believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements are typically
identified by the words believe, expect, anticipated, intend, estimate and
similar expressions.
Investors are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may materially differ from those in the forward-looking statements as a
result of various factors, including: technological and business developments in
the local card and electronic
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banking markets affecting the transaction and other fees which the Company is
able to charge for its services; foreign exchange fluctuations; competition from
bank owned ATM networks, outsource providers of ATM services and software
providers; the Company's relationships with its major customers, sponsor banks
in various markets and International Card Organization; and changes in laws and
regulations affecting the Company's business. These risks, and other risks are
described elsewhere in this document and the Company's periodic filings with the
Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
Foreign Exchange Exposure
For the six months ended June 30, 2000 30% of the Company's revenues were
generated in Poland and Hungary, as compared to 27% in 1999, 73% in 1998 and 99%
in 1997. The first half 2000 and 1999 figures have been substantially reduced
with the additional revenues from the Company's expanded ATM network in Germany,
the UK and the US. In Hungary the majority of revenues received are denominated
in Hungarian forint and in Poland, the majority of revenues are denominated in
Polish zloty. However the majority of these foreign currency denominated
contracts are linked either to inflation or the retail price index. While it
remains the case that a significant portion of the Company's expenditures are
made in or are denominated in U.S. Dollars the Company is also striving to
achieve more of its expenses in local currencies to match its revenues.
The Company estimates that a further 10% depreciation in foreign exchange rates
of the Deutsche Mark, Hungarian forint, and Polish zloty against the U.S.
dollar, would have the combined effect of a $6.5 million decrease in the
reported net loss. This was estimated using 10% of the Company's net losses
after adjusting for unusual impairment and other items including U.S. dollar
denominated or indexed expenses. The Company believes that this quantitative
measure has inherent limitations. It does not take into account any governmental
actions or changes in either customer purchasing patterns or the Company's
financing or operating strategies.
As a result of continued European economic convergence, including the increased
influence of the Deutsche Mark, as opposed to the U.S. Dollar, on the Central
European currencies, the Company expects that the currencies of the markets
where it invests will fluctuate less against the Deutsche Mark than against the
Dollar. Accordingly, the Company believes that its Deutsche Mark denominated
debt provides, in the medium to long term, for a closer matching of assets and
liabilities than would Dollar denominated debt.
Inflation and Functional Currencies
In recent years, Hungary, Poland and the Czech Republic have experienced high
levels of inflation. Consequently, these countries' currencies have continued to
decline in value against the major currencies of the OECD over this time period.
However, due to the significant reduction in the inflation rate of these
countries in recent years, none of these countries are considered to have a
hyper-inflationary economy. Further, the majority of all three subsidiaries'
revenues are denominated in the local currency. Thus all three subsidiaries use
their local currency as the functional currency. The Polish and Czech
subsidiaries changed their functional currency to the respective local currency
as of January 1, 1998 and January 1, 1999, respectively, and the Hungarian
subsidiary changed as of July 1, 1999.
Germany, France and the United Kingdom have experienced relatively low and
stable inflation rates in recent years. Therefore, the local currency in each of
these markets is the functional currency. Although Croatia, like Germany and
France, has maintained relatively stable inflation and exchange rates, the
functional currency of the Croatian company is the U.S. dollar due to the
significant level of U.S. dollar denominated revenues and expenses. Due to the
factors mentioned above, the Company does not believe that inflation will have a
significant effect on results of operations or financial condition. The Company
continually reviews inflation and the functional currency in each of the
countries that it operates in.
Interest Rate Risk
The fair market value of the Company's long-term fixed interest rate debt is
subject to interest rate risk. Generally, the fair market value of fixed
interest rate debt will increase as interest rates fall and decrease as interest
rates rise. The estimated fair value of the Company's notes payable at June 30,
2000 was $55.9 million compared to a carrying
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value of $73.3 million. A 1% increase from prevailing interest rates at June 30,
2000 would result in a decrease in fair value of notes payable by approximately
$2.9 million. Fair values were determined from quoted market prices and from
investment bankers considering credit ratings and the remaining term to
maturity.
PART II. OTHER INFORMATION
----------------------------
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
On July 13, 2000 the Company entered into a subscription agreement for
the sale of 870,946 new common shares of the Company. This agreement
was signed with a single accredited investor in a transaction exempt
from registration pursuant to the exemptions provided in Section 4(2)
and Regulation D of the Act. Closing with respect to such sale took
place on July 14, 2000. The purchase price of each share was $6.97.
The aggregate amount of proceeds to the Company from this private
placement was $6.1 million.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO VOTE OF SECURITY HOLDERS
At the Company's annual meeting on May 11, 2000, the shareholders of
the Company's Common Stock, par value $0.02 per share voted to renew
the terms of three directors, as follows:
Director Voted in Favor Voted Against Abstain
-------- -------------- ------------- -------
Thomas A. McDonnell 12,677,992 - 87,100
Daniel R. Henry 12,485,792 - 58,500
Steven J. Buckley 12,485,792 - 59,100
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
August 10, 2000 By: /s/ MICHAEL J. BROWN
------------------------
Michael J. Brown
Chief Executive Officer
August 10, 2000 By: /s/ RICHARD P. HALKA
------------------------
Richard P. Halka
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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27 Financial Data Schedule
23
