EVERTEC, Inc 10-Q for FY2025 Q3
EVERTEC, Inc. (EVTC)
10-Q
2025-11-07
For: 2025-09-30
View Original
Added on
April 11, 2026
About this 10-Q
EVERTEC, Inc filed this 10-Q on November 7, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $228.59M
- up 7.9% from $211.8M a year earlier
- Net income
- $32.86M
- up 33.2% from net income of $24.68M a year earlier
- Diluted EPS
- $0.51
- up 34.2% from $0.38 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025 or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
COMMISSION FILE NUMBER 001-35872
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(787 ) 759-9999
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At October 31, 2025, there were 63,983,841 outstanding shares of common stock of EVERTEC, Inc.
TABLE OF CONTENTS
| Page | ||||||||
| Part I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements | |||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Report, including, without limitation, statements regarding our position as a leader within our industry; our future results of operations and financial position; our business strategies; objectives of management for future operations, including, among others, statements regarding our expected growth, international expansion and future capital expenditures; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; the timing and declaration of future dividends; the sufficiency of our cash and cash equivalents; our future capital expenditures and debt service obligations; and the expectations, anticipated benefits of and costs associated with acquisitions, are forward-looking statements.
Words such as “believes,” “expects,” “anticipates,” “intends,” "projects,” “estimates,” and “plans” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” or the negatives of these terms or variations of them or similar terminology are generally forward-looking in nature and not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business and could impact our business in the future are:
•our reliance on our relationship with Popular, Inc. (“Popular”) for a significant portion of our revenues pursuant to our second Amended and Restated Master Services Agreement (“A&R MSA”) with them, and as it may impact our ability to grow our business;
•our ability to renew our client contracts on terms favorable to us, including but not limited to the current term and any extension of the A&R MSA with Popular and Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (the “A&R ISO Agreement”) with Banco Popular;
•our reliance on our information technology systems, employees and certain suppliers and counterparties, and certain failures or disruptions in those systems or chains could materially adversely affect our operations;
•the risk of security breaches or other confidential data theft from our systems;
•our ability to recruit, retain and develop qualified personnel;
•fraud by merchants or others;
•the credit risk of our merchant clients, for which we may also be liable;
•our use of artificial intelligence (“AI”) and machine learning tools and the evolving regulatory framework governing such technology;
•a decreased client base due to consolidations and/or failures in the financial services industry;
•our ability to comply with existing and future rules and regulations in the jurisdictions in which we operate;
•a reduction in consumer confidence, whether as a result of a global economic downturn or otherwise, which leads to a decrease in consumer spending;
•our dependence on payment card network or other network rules, standards, mandates or fees;
•the geographical concentration of our business in Puerto Rico, including our business with the government of Puerto Rico and its instrumentalities, which are facing fiscal challenges and the effects of potential natural disasters;
•risks associated with our presence in international markets, including global political, social and economic instability;
•operating an international business in Latin America, Puerto Rico and the Caribbean, in jurisdictions with potential political and economic instability;
•the impact of exposure to foreign exchange fluctuations and capital controls on our costs, earnings and the value of some of our assets; our ability to protect our intellectual property rights against infringement and to defend ourselves against potential intellectual property infringement claims and the potential impact on our business of such claims, whether or not correct;
•the possibility that we could lose our preferential tax rate in Puerto Rico;
•the possibility that we may not realize the anticipated benefits of our merger with Sinqia;
•the effect of purchases of our common stock pursuant to our stock repurchase plan on the value of our common stock; and
•the impact of our leverage on our ability to raise additional capital, that our leverage may limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our substantial indebtedness, and that we and our subsidiaries may be able to incur significant additional indebtedness, which could further increase such risks.
The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, and should, therefore, be considered in light of various factors, including those set forth under Part 1, Item 1A. "Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 and in Part I, Item 2.“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report, as may be updated in our subsequent filings with the SEC. These forward-looking statements speak only as of the date of this Report, and, except as may be required by law, we do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. Additionally, certain information we may disclose (either herein or elsewhere) is informed by the expectations of various stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use “material” or similar language in discussing such matters.
WHERE YOU CAN FIND MORE INFORMATION
All reports we file with the SEC are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available for download through our website at www.evertecinc.com as soon as reasonably practicable after filing such material with the SEC.
EVERTEC, Inc. Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share information)
1
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Accounts receivable, net | ||||||||||||||
| Settlement assets | ||||||||||||||
| Prepaid expenses and other assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Debt securities available-for-sale, at fair value | ||||||||||||||
| Equity securities, at fair value | ||||||||||||||
| Investments in equity investees | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use asset | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Deferred tax asset | ||||||||||||||
| Derivative asset | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accrued liabilities | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Contract liability | ||||||||||||||
| Income tax payable | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Current portion of operating lease liability | ||||||||||||||
| Settlement liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred tax liability | ||||||||||||||
| Contract liability - long term | ||||||||||||||
| Operating lease liability - long-term | ||||||||||||||
| Derivative liability | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (Note 14) | ||||||||||||||
| Redeemable non-controlling interests | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Preferred stock, par value $ | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated earnings | ||||||||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Non-redeemable non-controlling interest | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Income and Comprehensive Income (Loss)
(In thousands, except per share information)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||||||||||||
| Non-operating income (expenses) | ||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| (Loss) gain on foreign currency remeasurement | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Earnings from equity investees | ||||||||||||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||||||||
| Total non-operating expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||||||||||||||
| Income tax (benefit) expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to non-controlling interest | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to EVERTEC, Inc.’s common stockholders | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax of $ | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||||||||||||||||||||||||||
| Loss on cash flow hedges | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on change in fair value of debt securities available-for-sale | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) attributable to EVERTEC, Inc.’s common stockholders | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Net income per common share - basic attributable to EVERTEC, Inc.’s common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income per common share - diluted attributable to EVERTEC, Inc.’s common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share information)
| Number of Shares of Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Earnings | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interest (excluding Redeemable Non-Controlling Interest) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
4
| Number of Shares of Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Earnings | Accumulated Other Comprehensive Income (loss) | Non-Controlling Interest (excluding Redeemable Non-Controlling Interest) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Reversal of excise tax on repurchase of common stock | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Share-based compensation recognized | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Restricted stock units delivered | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interest to redemption value | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
EVERTEC, Inc. Unaudited Condensed Consolidated Statements of Cash Flows
6
(In thousands)
| Nine months ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of debt issue costs and accretion of discount | ||||||||||||||
| Operating lease amortization | ||||||||||||||
| Provision (release) for expected credit losses and sundry losses | ( | |||||||||||||
| Deferred tax benefit | ( | ( | ||||||||||||
| Share-based compensation | ||||||||||||||
| Gain on sale of equity securities | ( | |||||||||||||
| Earnings of equity investees | ( | ( | ||||||||||||
| Dividend received from equity method investee | ||||||||||||||
| (Gain) loss on foreign currency remeasurement | ( | |||||||||||||
| Other, net | ||||||||||||||
| (Increase) decrease in assets: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Prepaid expenses and other assets | ( | ( | ||||||||||||
| Other long-term assets | ||||||||||||||
| (Decrease) increase in liabilities: | ||||||||||||||
| Accrued liabilities and accounts payable | ( | ( | ||||||||||||
| Income tax payable | ( | |||||||||||||
| Contract liability | ( | |||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total adjustments | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Additions to software and other intangible assets | ( | ( | ||||||||||||
| Property and equipment acquired | ( | ( | ||||||||||||
| Acquisition of available-for-sale debt securities | ( | |||||||||||||
| Investment in equity investee | ( | |||||||||||||
| Proceeds from maturities of available-for-sale debt securities | ||||||||||||||
| Proceeds from sale of equity securities | ||||||||||||||
| Other investing activities, net | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Acquisition of redeemable non-controlling interest | ( | |||||||||||||
| Withholding taxes paid on share-based compensation | ( | ( | ||||||||||||
| Borrowings under Revolving Facility | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Repurchase of common stock | ( | ( | ||||||||||||
| Repayment of long-term debt | ( | ( | ||||||||||||
| Repayment of other financing agreements | ( | ( | ||||||||||||
| Settlement activity, net | ( | |||||||||||||
| Other financing activities, net | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of foreign exchange rate on cash, cash equivalents and restricted cash | ( | |||||||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and cash included in settlement assets | ( | |||||||||||||
| Cash, cash equivalents, restricted cash and cash included in settlement assets at the beginning of the period | ||||||||||||||
| Cash, cash equivalents, restricted cash, and cash included in settlement assets at end of the period | $ | $ | ||||||||||||
7
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Note 1 – The Company and Basis of Presentation and Recent Accounting Pronouncements
The Company
EVERTEC, Inc. and its subsidiaries (collectively the “Company” or “EVERTEC”) is a leading full-service transaction processing business and financial technology provider in Latin America and the Caribbean. The Company is based in Puerto Rico and provides a broad range of merchant acquiring, payment processing and business process management services across 26 countries in the region. EVERTEC owns and operates the ATH network, which we believe is one of the leading personal identification number (“PIN”) debit networks in the Caribbean and Latin America. In addition, EVERTEC provides a comprehensive suite of services for core bank processing and cash processing in Puerto Rico and technology outsourcing in the regions the Company serves. EVERTEC serves a broad and diversified customer base of leading financial institutions, merchants, corporations, and government agencies with solutions that are essential to their operations, enabling them to issue, process and accept transactions securely.
Basis of Presentation
The unaudited condensed consolidated financial statements of EVERTEC have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of the accompanying unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.
Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the rules and regulations of the Securities and Exchange Commission and, accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited condensed consolidated financial statements, prepared in accordance with GAAP, contain all adjustments necessary for a fair presentation. Intercompany accounts and transactions are eliminated in consolidation. Certain amounts from prior periods have been reclassified to conform to the current period presentation.
Recently issued accounting pronouncements not adopted
In May 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-03 Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity to update Business Combinations (Topic 805) and Consolidation (Topic 810). The amendments in this update require an entity involved in an acquisition transaction that include an exchange of equity interests when the acquiree is a variable interest entity to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures and will apply the updated guidance upon the effective date.
In May 2025, the FASB issued ASU 2025-04 Clarifications to Share-Based Consideration Payable to a Customer amending Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). The amendment updates the master glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions that are based on the volume or monetary amount of a customer’s purchases of goods or services. The revised definition also incorporates performance targets based on purchases made by other parties that purchase the Company’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the Company’s own operations. The amendments in this update are effective for fiscal years beginning after December 15, 2026. The amendments in this update permit a company to apply the new guidance on either a modified retrospective or a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures and will apply the updated guidance upon the effective date.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient for all entities to simplify the estimation of expected credit losses for current accounts receivable and contract assets arising from revenue transactions under ASC 606. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain
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unchanged over the remaining life of the asset when developing reasonable and supportable forecasts. The update is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures and will apply the updated guidance upon the effective date.
Note 2 – Business Acquisition
On October 31, 2024, the Company signed and closed an agreement to acquire 100 % of the share capital of Grandata, Inc ("Grandata"). Grandata is a data analytics company operating in Mexico that specializes in leveraging behavioral data to provide credit risk insights, with a focus on underbanked populations. The aggregate purchase price was $33.3 million and the acquisition enhances the Company's existing product offerings. The Company accounted for this transaction as a business combination and, in accordance with ASC 805-10-25-15, the Company is allowed a period, not to exceed 12 months from the acquisition date, to adjust the provisional amounts recognized for a business combination. The purchase price allocation is as follows:
| Assets/Liabilities (at fair value) | |||||
| ( In thousands) | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Prepaid expenses and other assets | |||||
| Goodwill | |||||
| Other intangible assets, net | |||||
| Total assets acquired | |||||
| Accounts payable | |||||
| Accrued liabilities | |||||
| Income tax payable | |||||
| Deferred tax liability | |||||
| Total liabilities assumed | |||||
| Additional paid-in capital | |||||
| Total liabilities and equity | $ | ||||
The following table details the major groups of intangible assets acquired and the weighted average amortization period for these assets:
| Amount | Weighted-average life | ||||||||||
| (Dollar amounts in thousands) | |||||||||||
| Customer relationships | $ | ||||||||||
| Trademark | |||||||||||
| Software packages | |||||||||||
| Total | $ | ||||||||||
On November 19, 2024, the Company signed and closed an agreement to acquire 100 % of the share capital of Nubity, Inc ("Nubity"). Nubity is a cloud services provider based in Mexico, specializing in AWS cloud infrastructure management,
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DevOps, and cloud-native application solutions for clients across Latin America. The aggregate purchase price was $11.0 million and the acquisition enhances the Company's existing product offering.
The Company accounted for this transaction as a business combination and, in accordance with ASC 805-10-25-15, the Company is allowed a period, not to exceed 12 months from the acquisition date, to adjust the provisional amounts recognized for a business combination. The Company received net assets with a value of $0.3 million and identified intangible assets other than goodwill for which a portion of the purchase price must be allocated. The purchase price was allocated to the following intangible assets: $4.4 million to customer relationships and $0.4 million to trademarks. Goodwill in connection with this transaction is approximately $7.4 million, after recording deferred tax liabilities of approximately $1.4 million in connection with the intangible assets recognized.
The following table details the major groups of intangible assets acquired and the weighted average amortization period for these assets:
| Amount | Weighted-average life | ||||||||||
| (Dollar amounts in thousands) | |||||||||||
| Customer relationships | $ | ||||||||||
| Trademark | |||||||||||
| Total | $ | ||||||||||
Goodwill in connection with both acquisitions is attributable to the Latin America Payments and Solutions segment, refer to Note 4- Goodwill and Other Intangible Assets for further details. None of the goodwill is deductible for income tax purposes.
The results of operations for both Grandata and Nubity were not material to the Company's unaudited condensed consolidated statement of income and comprehensive income (loss) for the quarter and nine-month period ended September 30, 2025.
Note 3 – Property and Equipment, net
Property and equipment, net consisted of the following:
| (Dollar amounts in thousands) | Useful life in years | September 30, 2025 | December 31, 2024 | |||||||||||||||||
| Buildings | $ | $ | ||||||||||||||||||
| Data processing equipment | ||||||||||||||||||||
| Furniture and equipment | ||||||||||||||||||||
| Leasehold improvements | ||||||||||||||||||||
| Less - accumulated depreciation and amortization | ( | ( | ||||||||||||||||||
| Depreciable assets, net | ||||||||||||||||||||
| Land | ||||||||||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||||||||
Depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2025 amounted to $5.5 million and $16.5 million, compared to $5.8 million and $16.9 million for the corresponding periods in 2024.
Note 4 – Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill, allocated by reporting unit, were as follows (see Note 15):
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| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Measurement period adjustment for prior year acquisitions | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Goodwill is tested for impairment on an annual basis as of August 31, or more often if events or changes in circumstances indicate there may be impairment. The Company may test for goodwill impairment using a qualitative or a quantitative analysis. In a qualitative analysis, the Company assesses whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount. In the quantitative analysis, the Company compares the estimated fair value of the reporting units to their carrying values, including goodwill. As of August 31, 2025, the Company performed a qualitative assessment for all the Company's reporting units. For the corresponding period in 2024 a quantitative assessment was performed for the Latin America Payments and Solutions reporting unit and a qualitative assessment for the Payments Services - Puerto Rico & Caribbean, Merchant Acquiring, net and Business Solutions reporting units. No
The carrying amount of other intangible assets at September 30, 2025 and December 31, 2024 was as follows:
| September 30, 2025 | ||||||||||||||||||||||||||
| (Dollar amounts in thousands) | Useful life in years | Gross amount | Accumulated amortization | Net carrying amount | ||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||||||||
| Trademarks | ( | |||||||||||||||||||||||||
| Software packages | ( | |||||||||||||||||||||||||
| Non-compete agreement | ( | |||||||||||||||||||||||||
| Other intangible assets, net | $ | $ | ( | $ | ||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| (Dollar amounts in thousands) | Useful life in years | Gross amount | Accumulated amortization | Net carrying amount | ||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||||||||
| Trademarks | ( | |||||||||||||||||||||||||
| Software packages | ( | |||||||||||||||||||||||||
| Non-compete agreement | ( | |||||||||||||||||||||||||
| Other intangible assets, net | $ | $ | ( | $ | ||||||||||||||||||||||
Amortization expense related to other intangibles for the three and nine months ended September 30, 2025 amounted to $22.9 million and $68.7 million, compared to $27.9 million and $84.2 million for the corresponding periods in 2024.
The estimated amortization expense of the other intangible balances outstanding at September 30, 2025, for the remainder of 2025 and the years thereafter is as follows:
| (In thousands) | ||||||||
| Remaining 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
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Note 5 – Debt and Short-Term Borrowings
Debt at September 30, 2025 and December 31, 2024 was as follows:
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
2027 Term A Loan bearing interest at a variable interest rate (SOFR plus applicable margin(1)(2)) | $ | $ | ||||||||||||
2030 Term B Loan bearing interest at a variable interest rate (SOFR plus applicable margin(1)(3)) | ||||||||||||||
Revolving Facility(4) | ||||||||||||||
| Deferred consideration from business combinations | ||||||||||||||
Note payable due on September 1, 2030(1) | ||||||||||||||
| Total debt | $ | $ | ||||||||||||
(1)Net of unaccreted discount and unamortized debt issue costs, as applicable.
(2)Subject to a minimum rate ("SOFR floor") of 0.00 1.75 % at September 30, 2025 and 2.00 % at December 31, 2024.
(3)Subject to a SOFR floor of 0.50 2.25 % at September 30, 2025 and 2.75 % at December 31, 2024.
(4)Subject to a Prime rate of 7.25 % plus applicable margin of 0.75 % at September 30, 2025.
Secured Credit Facilities
On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for a $415.0 million term loan A facility (the “TLA Facility”) that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027 (the “Credit Agreement”). On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024, November 26, 2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into second, third and fourth amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”).
At September 30, 2025, the unpaid principal balance of the TLA Facility and TLB Facility were $411.7 million and $540.0 million, respectively. At September 30, 2025 the outstanding balance of the Revolving Facility was $150.0 million and the additional borrowing capacity was $43.9 million, considering outstanding letters of credit. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
Deferred Consideration from Business Combinations
As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At September 30, 2025 and December 31, 2024, the unpaid principal balance of these agreements amounted to $6.7 million and $9.9 million, respectively. Obligations bear interest at rates ranging from 6.2 % to 13.0 % with maturities ranging from October 2025 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheets.
Note Payable
In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest rate of 6.9 %. As of September 30, 2025, the outstanding principal balance of the note payable on a discounted basis was $6.1 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Interest Rate Swaps
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As of September 30, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss).
| Swap Agreement | Effective date | Maturity Date | Notional Amount | Variable Rate | Fixed Rate | |||||||||||||||||||||||||||
| 2023 Swap | November 2024 | December 2027 | $ | 1-month SOFR | ||||||||||||||||||||||||||||
| 2024 Swap | March 2024 | October 2027 | $ | 1-month SOFR | ||||||||||||||||||||||||||||
| 2024 Swap | March 2024 | October 2027 | $ | 1-month SOFR | ||||||||||||||||||||||||||||
At September 30, 2025, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was a liability of $5.2 million. At December 31, 2024, the carrying amount of the derivatives was an asset of $4.3 million and a liability of $1.4 million. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8 - Equity for disclosure of gains (losses) recorded on cash flow hedging activities.
During the three and nine months ended September 30, 2025, the Company reclassified gains of $0.8 million and $2.3 million, from accumulated other comprehensive income (loss) into interest expense compared to gains of $2.5 million and $6.6 million for the corresponding periods in 2024. Based on expected SOFR rates, the Company expects to reclassify gains of $2.2 million from accumulated other comprehensive income (loss) into interest expense over the next 12 months.
Note 6 – Financial Instruments and Fair Value Measurements
Recurring Fair Value Measurements
The following table presents assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | Level 2 | Level 3 | Measured at NAV | Total | Level 2 | Level 3 | Measured at NAV | Total | |||||||||||||||||||||||||||||||||||||||
Financial assets: | |||||||||||||||||||||||||||||||||||||||||||||||
Debt securities AFS | $ | $ | $ | — | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||
Equity securities | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Debt Securities Available for Sale ("AFS")
Costa Rica government obligations are held by a trust in the Costa Rica National Bank as a collateral requirement for settlement activities. The Company may substitute securities as needed but must maintain certain levels of collateral based on transaction volumes. During the nine month period ended September 30, 2025, $1.0 million in debt securities matured and the Company purchased $1.8 million. No debt securities were sold during the nine month period ended September 30, 2025. During the nine-month period ended September 30, 2024, debt securities amounting to $0.4 million matured, while none
The fair value of debt securities is estimated based on observable inputs through corroboration with market data at the measurement date, therefore classified as a Level 2 asset within the fair value hierarchy.
Interest rate swaps
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The fair value of the Company's interest rate swaps are estimated using Level 2 inputs under the fair value hierarchy. Refer to Note 5 - Debt and Short-term Borrowings for additional information related to the derivative instruments.
Equity Securities Measured at Net Asset Value (NAV)
At September 30, 2025 and 2024, the Company holds mutual funds classified as equity securities on the Company's unaudited condensed consolidated balance sheet that are measured at fair value using the NAV per share, or its equivalent, as a practical expedient. Mutual funds consist of investments in venture capital strategies and start-ups with a focus on privately held technology companies. The NAV is based on the fair value of the underlying net assets owned by the mutual funds and the relative interest of each participating investor in the fair value of the underlying assets.
Financial assets and liabilities not measured at fair value
The following table presents the carrying value and estimated fair value for financial instruments at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (In thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
| 2027 Term A Loan Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| 2030 Term B Loan Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| Revolving Facility | $ | $ | $ | $ | ||||||||||||||||||||||
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Note 7 – Redeemable Noncontrolling Interests
At September 30, 2025, redeemable noncontrolling interests ("RNCI") consist of interests in consolidated subsidiaries for which the Company has entered into separate option contracts by which the Company has the right to purchase the remaining non-controlling interests through a call option and the non-controlling interest holder has the right to sell the non-controlling interest to the Company through a put option.
| Percentage of redeemable noncontrolling interest | Earliest exercise date | Formula of redemption value | |||||||||||||||
| Rosk Software S.A. | March 15, 2026 | Variable multiple of gross sales dependent upon EBITDA margin attained times percentage of ownership | |||||||||||||||
| Compliasset Software e Solucoes Digitais LTDA. | March 15, 2026 | Variable multiple of net sales dependent upon EBITDA margin attained plus working capital, plus net debt times percentage of ownership | |||||||||||||||
| Lote45 Participacoes S.A. | January 1, 2027 | Variable multiple of net sales dependent upon EBITDA margin attained plus net debt minus BRL$ | |||||||||||||||
Given certain provisions within the option contracts, the Company has classified the RNCI as mezzanine equity on the Company's unaudited condensed consolidated balance sheets. RNCI are adjusted quarterly, if necessary, to their estimated redemption value. Adjustments to the redemption value impact stockholders' equity. The following table presents changes in RNCI:
| (In thousands) | Redeemable noncontrolling interests | ||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Net income attributable non-controlling interests | |||||||||||
| Acquisition of shares from non-controlling interest | ( | ||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | |||||||||||
| Dividends declared on redeemable non-controlling interests | ( | ||||||||||
| Distributions from redeemable non-controlling interests | ( | ||||||||||
| Foreign currency translation adjustments | |||||||||||
| Ending balance | $ | $ | |||||||||
Note 8 – Equity
Accumulated Other Comprehensive Loss
The following table provides a summary of the changes in the balances of accumulated other comprehensive loss for the nine months ended September 30, 2025:
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| (In thousands) | Foreign Currency Translation Adjustments | Cash Flow Hedges | Unrealized Gains (Losses) on Debt Securities AFS | Total | ||||||||||||||||||||||
| Balance - December 31, 2024, net of tax | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||
| Effective portion reclassified to net income | ( | ( | ||||||||||||||||||||||||
| Balance - September 30, 2025, net of tax | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
Share Repurchase
On March 6, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR”) with Bank of America, N.A. to repurchase an aggregate of $70 million of the Company’s common stock, par value $0.01 per share. In connection with the launch of the ASR, on March 8, 2024, the Company paid Bank of America, N.A., an aggregate of $70 million and received approximately 1.5 million shares of the Company’s common stock. On July 9, 2024, the Company completed the ASR transaction. In connection with the settlement of the ASR, the Company received 467,362 shares, in addition to the 1,516,793 shares received in March of 2024. No cash was exchanged as part of the settlement of the ASR. All of the shares received as part of the ASR were retired.
Note 9 – Share-based Compensation
Long-term Incentive Plan ("LTIP")
During the periods ended March 31, 2023, 2024 and 2025, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors ("Board") approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2023 LTIP, 2024 LTIP and 2025 LTIP, respectively, all under the terms of the Company's 2022 Equity Incentive Plan. Under the LTIPs, the Company granted RSUs to eligible participants as time-based awards and/or performance-based awards.
The vesting of the RSUs is dependent upon service and/or performance conditions as defined in the award agreements. Employees that received time-based awards with service conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the employee provides services to the Company through the vesting date. Time-based awards generally vest over a period of three years in substantially equal installments commencing on the grant date and ending on February 24 of each year for the 2023 LTIP, February 28 of each year for the 2024 LTIP and February 28 of each year for the 2025 LTIP. In 2023, the Company also granted time-based awards with a three year service vesting period which will cliff vest on February 24, 2026.
For the performance-based awards under the 2023 LTIP, 2024 LTIP, and 2025 LTIP, the Compensation Committee established adjusted earnings before interest, income taxes, depreciation and amortization ("Adjusted EBITDA") as the primary performance measure while maintaining focus on total shareholder return through the use of a market-based total shareholder return ("TSR") performance modifier. The Adjusted EBITDA measure is based on annual Adjusted EBITDA targets and can result in a payout between 0 % and 200 %, depending on the performance level. The TSR modifier adjusts the shares earned based on the Adjusted EBITDA performance upwards or downwards (+/- 25 %) based on the Company’s relative TSR at the end of the three-year performance period as compared to the companies in the Russell 2000 Index. The Adjusted EBITDA performance measure will be calculated for the one-year period commencing on January 1 of the year of the grant and ending on December 31 of the same year, relative to the goals set by the Compensation Committee for this same period. The shares earned will be subject to an additional two-year service vesting period and will vest on February 24, 2026 for the 2023 LTIP and February 28, 2027 for the 2024 LTIP and February 28, 2028 for the 2025 LTIP. Unless otherwise specified in the award agreement, or in an employment agreement, awards are forfeited if the employee voluntarily ceases to be employed by the Company prior to vesting.
The following table summarizes nonvested RSUs activity for the nine months ended September 30, 2025:
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| Nonvested RSUs | Shares | Weighted-average grant date fair value | ||||||||||||
| Nonvested at December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested at September 30, 2025 | $ | |||||||||||||
For the three and nine months ended September 30, 2025, the Company recognized $7.7 million and $22.2 million of share-based compensation expense, compared with $7.4 million and $22.4 million for the corresponding period in 2024.
Note 10 – Revenues
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers into primary geographical markets, nature of the products and services, and timing of transfer of goods and services. The Company's operating segments are determined by the nature of the products and services the Company provides and the primary geographical markets in which the Company operates. Revenue disaggregated by segment is discussed in Note 15 - Segment Information.
In the following tables, revenue for each segment, excluding intersegment revenues, is disaggregated by timing of revenue
recognition for the periods indicated.
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total | |||||||||||||||||||||||||||
| Timing of revenue recognition | ||||||||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Products and services transferred over time | $ | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three months ended September 30, 2024 | |||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total | ||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Products and services transferred over time | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
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| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total | ||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Products and services transferred over time | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total | ||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||
| Products and services transferred at a point in time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Products and services transferred over time | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Revenue concentration with a single customer, Popular, as a percentage of total revenues for the quarters ended September 30, 2025 and 2024 was approximately 29 % and 32 %, respectively. For the nine months ended September 30, 2025 and 2024 this percentage was approximately 30 % and 31 %, respectively. Accounts receivable from Popular at September 30, 2025 and December 31, 2024 amounted to $39.0 million and $37.5 million, respectively.
Contract Balances
Contract assets of the Company arise when the Company has a contract with a customer for which revenue has been recognized (i.e., goods or services have been transferred), but the customer payment is subject to a future event (i.e., satisfaction of additional performance obligations). Contract assets will be considered a receivable when the rights to consideration of the Company become unconditional (i.e., the Company has a present right to payment). Contract assets at September 30, 2025 and December 31, 2024 amounted to $14.6 million and $11.4 million, respectively. The current portion of contract assets is recorded as part of prepaid expenses and other assets, and the long-term portion is included in other long-term assets in the unaudited condensed consolidated balance sheets.
Contract liability and Contract liability- long term, at September 30, 2025 amounted to $22.9 million and $48.9 million, respectively. Contract liability and Contract liability- long term, at December 31, 2024 amounted to $25.3 million and $55.0 million, respectively. Contract liability is mainly comprised of upfront fees for implementation or set up activities, including fees invoiced in pre-production periods in connection with hosting services, as well as amounts related to contracts entered into concurrently with the close of the sale to Popular Transaction in fiscal year 2022. Contract liability may also arise when consideration is received or due in advance from customers prior to performance. During the three and nine month period ended September 30, 2025, the Company recognized revenue of $5.4 million and $23.8 million, respectively that was included in the contract liability at December 31, 2024. During the three and nine months ended September 30, 2024, the Company recognized revenue of $6.2 million and $21.3 million, respectively, that was included in the contract liability at December 31, 2023.
Transaction price allocated to the remaining performance obligations
Revenues from recurring transaction-based and processing services represent the majority of the Company’s total revenue. The Company recognizes revenues from recurring transaction-based and processing services over time at the amounts in which the Company has right to invoice, which corresponds directly to the value to the customer of the Company’s performance completed to date.
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The Company has elected to apply the practical expedient permitted under ASC 606, when applicable. Under this practical expedient, the Company is not required to disclose information about remaining performance obligations if the performance obligation is part of a contract with an original expected duration of one year or less or if the Company recognizes revenue at the amount which it has a right to invoice. The Company also applies the practical expedient for variable consideration when the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.
Note 11 – Current Expected Credit Losses
Allowance for Current Expected Credit Losses
Trade receivables from contracts with customers are financial assets analyzed by the Company under the expected credit loss model. To measure expected credit losses, trade receivables are grouped based on shared risk characteristics (i.e., the relevant industry sector and customer's geographical location) and days past due (i.e., delinquency status), while considering the following:
•Customers in the same geographical location share similar risk characteristics associated with the macroeconomic environment of their country.
•The Company has two main industry sectors: private and government. The private pool is comprised mainly of leading financial institutions, merchants and corporations, while the governmental pool is comprised of government agencies. The governmental customers possess different risk characteristics than private customers because although all invoices are due 30 days after issuance, governmental customers usually pay within 60 to 90 days after issuance.
•The expected credit loss rate is likely to increase as receivables move to older aging buckets. The Company used the following aging categories to estimate the risk of delinquency status: (i) 0 days past due; (ii) 1-30 days past due; (iii) 31-60 days past due; (iv) 61-90 days past due; and (v) over 90 days past due.
The credit losses of the Company’s trade receivables have been historically low and most balances are collected within one year. Therefore, the Company determined that the expected loss rates should be calculated using the historical loss rates adjusted by macroeconomic factors. The historical rates are calculated for each of the aging categories used for pooling trade receivables. To determine the collected portion of each bucket, the collection time of each trade receivable is identified, to estimate the proportion of outstanding balances per aging bucket that ultimately will not be collected. This is used to determine the expectation of losses based on the history of uncollected trade receivables once the specific past due period is surpassed. The historical rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of customers to settle the receivables by applying a country risk premium as the forward-looking macroeconomic factor. Specific reserves are established for certain customers for which collection is doubtful.
Rollforward of the Allowance for Expected Current Credit Losses
The following table provides information about the allowance for expected current credit losses on trade receivables for the nine months ended September 30, 2025 and the year ended December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Current period provision for expected credit losses | ||||||||||||||
| Write-offs | ( | ( | ||||||||||||
| Recoveries of amounts previously written-off | ||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
The Company does not have a delinquency threshold for writing-off trade receivables. The Company has a formal process for the review and approval of write-offs.
Impairment losses on trade receivables are presented as net impairment losses within cost of revenue, exclusive of depreciation and amortization in the unaudited condensed consolidated statements of income and comprehensive income (loss). Subsequent
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recoveries of amounts previously written-off, when applicable, are credited against the allowance for expected current credit losses within accounts receivable, net on the unaudited condensed consolidated balance sheets.
Note 12 – Income Tax
The components of income tax expense for the three and nine months ended September 30, 2025 and 2024, respectively, consisted of the following:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Current tax provision | $ | $ | $ | $ | ||||||||||||||||||||||
| Deferred tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax (benefit) expense | $ | ( | $ | $ | $ | |||||||||||||||||||||
The Company conducts operations in Puerto Rico, the United States, and certain countries in Latin America. As a result, the income tax expense includes the effect of taxes paid to the government of Puerto Rico as well as foreign jurisdictions. The following table presents the components of income tax expense for the three and nine months ended September 30, 2025 and 2024, and its segregation based on location of operations:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Current tax provision | |||||||||||||||||||||||||||||
| Puerto Rico | $ | $ | $ | $ | |||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||
| Foreign countries | |||||||||||||||||||||||||||||
| Total current tax provision | $ | $ | $ | $ | |||||||||||||||||||||||||
| Deferred tax benefit | |||||||||||||||||||||||||||||
| Puerto Rico | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| United States | ( | ( | ( | ||||||||||||||||||||||||||
| Foreign countries | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total deferred tax benefit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Taxes payable to foreign countries by EVERTEC’s subsidiaries are paid by such subsidiary and the corresponding liability and expense is presented in EVERTEC’s unaudited condensed consolidated financial statements.
As of September 30, 2025, the Company had $192.5 million of unremitted earnings from foreign subsidiaries, compared to $165.2 million as of December 31, 2024. The Company has not recognized a deferred tax liability on undistributed earnings for the Company’s foreign subsidiaries because these earnings are intended to be indefinitely reinvested.
As of September 30, 2025, the gross deferred tax asset amounted to $98.4 million and the gross deferred tax liability amounted to $87.2 million, compared to $74.3 million and $79.9 million, respectively, as of December 31, 2024. As of September 30, 2025, and December 31, 2024, there is a valuation allowance against the gross deferred tax asset of approximately $6.0 million and $5.3 million, respectively.
The Company estimates that it is reasonably possible that the liability for uncertain tax position created from acquisitions in foreign jurisdictions will decrease by approximately $2.6 million in the next 12 months as a result of the expiration of the statute of limitations.
Income tax expense differs from the amount computed by applying the Puerto Rico statutory income tax rate to the income before income taxes as a result of the following:
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| Nine months ended September 30, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
| Computed income tax at statutory rates | $ | $ | ||||||||||||
| Differences in tax rates due to multiple jurisdictions | ||||||||||||||
| Effect of income subject to tax-exemption grant | ( | ( | ||||||||||||
| Unrecognized tax expense | ( | ( | ||||||||||||
| Excess tax benefits on share-based compensation | ( | |||||||||||||
| Other, net | ||||||||||||||
| Income tax expense | $ | $ | ||||||||||||
Note 13 – Net Income Per Common Share
The reconciliation of the numerator and the denominator of net income per common share is as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (In thousands, except per share information) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income available to EVERTEC, Inc.’s common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
Weighted average potential dilutive common shares (1) | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - assuming dilution | ||||||||||||||||||||||||||
| Net income per common share - basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income per common share - diluted | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Potential common shares consist of common stock issuable under RSUs awards using the treasury stock method.
Note 14 – Commitments and Contingencies
As previously disclosed in the Company's Current Report on Form 8-K, dated September 2, 2025, on August 29, 2025, Sinqia, a Brazilian subsidiary of EVERTEC, identified unauthorized activity in its environment of the Brazilian Central Bank (“BCB”) real-time payment system known as Pix. In response, Sinqia promptly halted transaction processing, engaged external cybersecurity forensic experts, and notified relevant authorities and affected customers. The incident was limited to business-to-business financial transactions involving two financial institution customers. On September 15, 2025 Sinqia received authorization from the BCB to resume Pix operations. Sinqia's Pix environment is currently operational and all customers are utilizing the system.
The Company has recorded estimated liabilities associated with potential contractual claims related to client losses and for expenses incurred by the Company in connection with legal fees, forensic analysis and other professional services.
In addition to the Pix incident in Brazil, EVERTEC is a defendant in a number of legal proceedings arising in the ordinary course of business. Based on the opinion of legal counsel and other factors, management believes that the final disposition of these matters will not have a material adverse effect on the business, results of operations, financial condition, or cash flows of the Company. The Company has also identified other claims in which a loss may be incurred, but in the aggregate the loss would be inconsequential. For other claims, where the proceedings are in an initial phase, the Company is unable to estimate the range of possible loss, if any, at this time, but management believes that any loss related to such claims will not be material.
Note 15 – Segment Information
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The Company operates in four operating and reportable business segments: Payment Services - Puerto Rico & Caribbean, Latin America Payments and Solutions, Merchant Acquiring, and Business Solutions based upon organization of the Company by the nature of products and services provided to customers and geography.
The Payment Services - Puerto Rico & Caribbean segment revenues are comprised of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and point of sales (POS) transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.
The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services. Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature and digital collection; and (b) outsourcing of mission critical IT services. Revenues are based on monthly fixed fees and, in several cases, variable fees based on usage.
The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.
The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting, managed services and managed security services, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.
The Company’s Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer (“CEO”). The CODM uses revenue and Segment Adjusted EBITDA to evaluate segment performance and allocate resources, and regularly reviews performance at the segment level against budget and forecast when making decisions about the allocation of resources to each segment. Segment Adjusted EBITDA reviewed by the CODM is calculated as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA is presented in conformity with ASC Topic 280, Segment Reporting, given that it is used by the CODM for purposes of evaluating performance and allocating resources.
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Expense information that is regularly provided to the CODM on a consolidated financial statement basis include personnel costs, professional fees, equipment expenses and cost of sales, adjusted primarily for the impact of share-based compensation, restructuring related expenses, and fees and expenses from corporate transactions such as M&A activity and financing.
The Company does not report assets or other balance sheet information to the CODM on a segment basis as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on this information. No segment expense information is regularly provided to the CODM and therefore the Company does not report significant segment expenses.
The following tables set forth information about the Company’s operations by its four reportable segments for the periods indicated:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total Reportable Segments | ||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||
Total segment revenues(1) | |||||||||||||||||||||||||||||||||||
Less: Other segment items(2) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Total segment revenues include intersegment revenues eliminated on a consolidated basis. Intersegment revenue eliminations predominantly reflect the $14.9 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction-processing of $7.0 million from Latin America Payments and Solutions to both Payment Services- Puerto Rico & Caribbean and Business Solutions, and transaction-processing and monitoring fees of $3.6 million from Payment Services - Puerto Rico & Caribbean to Latin America Payments and Solutions.
(2)For each reportable segment, other segment items category includes: cost of revenues and selling, general and administrative expenses, exclusive of depreciation and amortization. These amounts are adjusted to exclude certain items such as: share-based compensation costs, severance payments, foreign currency remeasurement for assets and liabilities in non-functional currency, and expenses from other transactions as defined in the Credit Agreement to determine Segment Adjusted EBITDA.
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total Reportable Segments | ||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||
Total segment revenues(1) | |||||||||||||||||||||||||||||
Less: Other segment items(2) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||||||||
(1)Total segment revenues include intersegment revenues eliminated on a consolidated basis. Intersegment revenue eliminations predominantly reflect the $14.4 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction-processing of $5.5 million from Latin America Payments and Solutions to both Payment Services - Puerto Rico & Caribbean and Business Solutions, and transaction-processing and monitoring fees of $3.7 million from Payment Services - Puerto Rico & Caribbean to Latin America Payments and Solutions.
(2)For each reportable segment, other segment items category includes: cost of revenues and selling, general and administrative expenses, exclusive of depreciation and amortization. These amounts are adjusted to exclude certain items such as: share-based compensation costs, severance payments, equity investment income net of dividends received, foreign currency remeasurement for assets and liabilities in non-functional currency, and expenses from other transactions as defined in the Credit Agreement to determine Segment Adjusted EBITDA.
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| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total Reportable Segments | ||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||
Total segment revenues(1) | |||||||||||||||||||||||||||||||||||
Less: Other segment items(2) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
(1)Total segment revenues include intersegment revenues eliminated on a consolidated basis. Intersegment revenue eliminations predominantly reflect the $44.1 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction-processing of $18.8 million from Latin America Payments and Solutions to both Payment Services - Puerto Rico & Caribbean and Business Solutions, and transaction-processing and monitoring fees of $10.6 million from Payment Services - Puerto Rico & Caribbean to Latin America Payments and Solutions.
(2)For each reportable segment, other segment items category includes: cost of revenues and selling, general and administrative expenses, exclusive of depreciation and amortization. These amounts are adjusted to exclude certain items such as: share-based compensation costs, severance payments, foreign currency remeasurement for assets and liabilities in non-functional currency, and expenses from other transactions as defined in the Credit Agreement to determine Segment Adjusted EBITDA.
| Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Payment Services - Puerto Rico & Caribbean | Latin America Payments and Solutions | Merchant Acquiring, net | Business Solutions | Total Reportable Segments | ||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||||||||||||||
Total segment revenues(1) | |||||||||||||||||||||||||||||||||||
Less: Other segment items(2) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
(1)Total segment revenues include intersegment revenues eliminated on a consolidated basis. Intersegment revenue eliminations predominantly reflect the $43.2 million processing fee from Payments Services - Puerto Rico & Caribbean to Merchant Acquiring, intercompany software developments and transaction-processing of $14.7 million from Latin America Payments and Solutions to both Payment Services - Puerto Rico & Caribbean and Business Solutions, and transaction-processing and monitoring fees of $13.4 million from Payment Services - Puerto Rico & Caribbean to Latin America Payments and Solutions.
(2)For each reportable segment, other segment items category includes: cost of revenues and selling, general and administrative expenses, exclusive of depreciation and amortization. These amounts are adjusted to exclude certain items such as: share-based compensation costs, severance payments, equity investment income net of dividends received, foreign currency remeasurement for assets and liabilities in non-functional currency, and expenses from other transactions as defined in the Credit Agreement to determine Segment Adjusted EBITDA.
The reconciliation of Segment Adjusted EBITDA to consolidated income before income taxes is as follows:
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| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Elimination of intersegment revenues | ( | ( | ( | ( | |||||||||||||||||||
Other corporate expenses(1) | |||||||||||||||||||||||
Compensation and benefits(2) | ( | ( | ( | ( | |||||||||||||||||||
Transaction, refinancing and other fees(3) | ( | ( | ( | ( | |||||||||||||||||||
| Earnings of equity method investments, net of dividends received | ( | ( | |||||||||||||||||||||
(Loss) gain on foreign currency remeasurement(4) | ( | ( | ( | ||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(1)The other corporate expenses category consists of corporate overhead expenses and other non-operating expenses that are not included in the reportable segment, as well as intersegment eliminations.
(2)Primarily represents share-based compensation and severance payments.
(3)Primarily represents fees and expenses associated with transactions as defined in the Credit Agreement and the elimination of unrealized earnings from equity investments, net of dividends received, and multi-year non recurring gains recognized in connection with the sale of tax credits.
(4)Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.
Note 16 – Supplemental Statement of Cash Flows Information
Supplemental statement of cash flows information is as follows:
| Nine Months Ended September 30, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Cash paid for income taxes | ||||||||||||||
| Supplemental disclosure of non-cash activities: | ||||||||||||||
| Payable due to vendor related to equipment and software acquired | ||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||||||||
| Non-cash investing activities | ||||||||||||||
| Capital contribution in-kind to investment in equity investee | ||||||||||||||
| Trade-in of equipment | ||||||||||||||
Reconciliation of cash, cash equivalents, restricted cash and cash included in settlement assets as presented on the cash flow statement was as follows:
| September 30, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Cash and cash equivalents included in settlement assets | ||||||||||||||
| Cash, cash equivalents, restricted cash and cash included in settlement assets | ||||||||||||||
Note 17 – Subsequent Events
On October 1, 2025, Evertec Brasil Informática S.A. (“Evertec BR”), a wholly-owned subsidiary of EVERTEC, Inc., completed the previously announced purchase of 75 % of the share capital of Tecnobank Tecnologia Bancária S.A. (“Tecnobank”). Tecnobank is a leading fintech vendor in Brazil’s digital vehicle financing contract registration sector. The
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aggregate purchase price for the shares was BRL$787 million or approximately USD$148 million. This transaction enhances the Company's existing product offerings.
On October 23, 2025, the Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on December 5, 2025 to stockholders of record as of the close of business on November 3, 2025. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and nine months ended September 30, 2025 and 2024 and (ii) the financial condition as of September 30, 2025. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 3, 2025 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.
Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “our Company” and “the Company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis and, (b) the term “EVERTEC Group” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis. EVERTEC Inc.’s subsidiaries include EVERTEC Group; ; EVERTEC Intermediate Holdings, LLC; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Tecnopago España SL; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A. ("EVERTEC BR"); EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A. (“EVERTEC CR”); Zunify Payments Ltda; EVERTEC Guatemala, S.A.; Evertec Colombia, SAS;, EVERTEC USA, LLC; OPG Technology Corp.; Evertec Placetopay, SAS ("PlacetoPay"); BBR Chile, SpA and BBR Perú, S.A.C.,(collectively "BBR"); Paysmart Pagamentos Eletronicos Ltda, Issuer Holding Ltda. and Issuer Instituição de Pagamentos Ltda (collectively "paySmart"); EVERTEC México Servicios de Procesamiento, S.A. de C.V.; Sinqia S.A.,Torq. Inovação Digital Ltda, Sinqia Tecnologia Ltda., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, Inc., Grandata Mexico, S.A. de C.V., Grandata USA, Inc. and Big Data Analytics SA (collectively "Grandata"); and Nubity S.R.L., Nubity Inc. and Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity"). Neither EVERTEC nor EVERTEC Intermediate Holdings, LLC conducts any operations other than with respect to its indirect or direct ownership of EVERTEC Group.
Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “our Company” and “the Company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis and, (b) the term “EVERTEC Group” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis. EVERTEC Inc.’s subsidiaries include EVERTEC Group; ; EVERTEC Intermediate Holdings, LLC; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Tecnopago España SL; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A. ("EVERTEC BR"); EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A. (“EVERTEC CR”); Zunify Payments Ltda; EVERTEC Guatemala, S.A.; Evertec Colombia, SAS;, EVERTEC USA, LLC; OPG Technology Corp.; Evertec Placetopay, SAS ("PlacetoPay"); BBR Chile, SpA and BBR Perú, S.A.C.,(collectively "BBR"); Paysmart Pagamentos Eletronicos Ltda, Issuer Holding Ltda. and Issuer Instituição de Pagamentos Ltda (collectively "paySmart"); EVERTEC México Servicios de Procesamiento, S.A. de C.V.; Sinqia S.A.,Torq. Inovação Digital Ltda, Sinqia Tecnologia Ltda., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, Inc., Grandata Mexico, S.A. de C.V., Grandata USA, Inc. and Big Data Analytics SA (collectively "Grandata"); and Nubity S.R.L., Nubity Inc. and Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity"). Neither EVERTEC nor EVERTEC Intermediate Holdings, LLC conducts any operations other than with respect to its indirect or direct ownership of EVERTEC Group.
Overview
EVERTEC is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean, providing a broad range of merchant acquiring, payment services and business solutions. We believe we are one of the largest merchant acquirers in Latin America based on total number of transactions and we also believe we are the largest merchant acquirer in the Caribbean. We serve 26 countries out of 24 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading debit networks in Latin America. We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds and consortium. Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions where we do business. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin America region.
We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction-processing services from a single source across numerous channels and geographic markets. We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, gain new customers, develop new sales channels, and enter new markets. We believe these competitive advantages include:
•Our ability to provide competitive products;
•Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors;
•Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and
•Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or only payment services).
Our broad suite of services spans the entire payment processing value chain and includes a range of front-end customer-facing solutions such as the electronic capture and authorization of transactions at the point-of-sale for both card present transactions and card-not-present transactions, as well as back-end support services such as the clearing and settlement of transactions and
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account reconciliation for card issuers. These include: (i) merchant acquiring services, which enable point of sales (“POS”) and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefit transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, automated teller machines (“ATM”) and EBT card programs; and (iii) business process management solutions, which provide “mission-critical” technology solutions such as core bank processing, as well as IT outsourcing and cash management services to financial institutions, corporations and governments. We provide these services through scalable, end-to-end technology platforms that we manage and operate in-house and that generate significant operating efficiencies that enable us to maximize profitability.
We sell and distribute our services primarily through a proprietary direct sales force with established customer relationships. We continue to pursue joint ventures and merchant acquiring alliances. We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the services we provide. In addition, we generally enter into multi-year contracts with our customers. We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures.
Factors and Trends Affecting the Results of Our Operations
The ongoing migration from cash and paper methods of payment to electronic payments continues to benefit the transaction- processing industry globally. We continue to believe that the penetration of electronic payments in the markets in which we operate is significantly lower relative to the U.S. market, which, together with the ongoing shift from cash and paper methods of payment to electronic payments will continue to generate growth opportunities for our business. For example, the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Puerto Rico and other Latin America regions. We also benefit from the outsourcing of technology systems and processes trend for financial institutions and government. Many medium- and small-size institutions in the Latin American markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.
In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The ongoing migration to digital payment methods continues to benefit the transaction-processing industry globally. Technologies such as contactless payments, QR codes, tap to pay, mobile commerce, “e-wallets” and advanced and smart POS devices continue to drive the shift away from cash and other traditional payment methods. The Company has benefited from an increase in transaction volumes for these types of payment solutions. As consumers and merchants increase demand for contactless and mobility-based solutions, the Company has continued to innovate and invest, expanding the footprint and functionality of digital solutions such as Placetopay, our e-commerce gateway platform, our wallet ATH Movil and ATH Business, and Paystudio our issuing and acquiring processing platform. Additionally, aligned with this trend, the Company has also developed software to take advantage of Brazil's fastest instant money transfer system, Pix. We believe that the ongoing shift to digital payments will continue to generate substantial growth opportunities for our business.
Our payment businesses also generally experience moderate increased activity during the traditional holiday shopping periods and around other nationally recognized holidays, which follow consumer spending patterns.
Finally, our financial condition and results of operations are, in part, dependent on the economic and general conditions of the geographies in which we operate. Rising interest rates, inflationary pressures, foreign currency fluctuations, new or increased tariffs or the imposition of other trade barriers and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.
Relationship with Popular
On September 30, 2010, EVERTEC Group entered into a 15-year Master Service Agreement ("MSA"), and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement"). The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6
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million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and for the nine months ended September 30, 2025 approximately 30% of our revenues were generated from this relationship.
Results of Operations
Comparison of the three months ended September 30, 2025 and 2024
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 228,587 | $ | 211,795 | $ | 16,792 | 8 | % | |||||||||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 124,742 | 102,497 | 22,245 | 22 | % | ||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 37,678 | 34,097 | 3,581 | 11 | % | ||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 28,435 | 33,660 | (5,225) | (16) | % | ||||||||||||||||||||||||||||||||||||
| Total operating costs and expenses | 190,855 | 170,254 | 20,601 | 12 | % | ||||||||||||||||||||||||||||||||||||
| Income from operations | $ | 37,732 | $ | 41,541 | $ | (3,809) | (9) | % | |||||||||||||||||||||||||||||||||
Revenues
Total revenue for the three months ended September 30, 2025 was $228.6 million, an increase of 8% compared with $211.8 million in in the prior year quarter driven by organic growth across all of the Company's segments and the contribution from the acquisitions completed in the fourth quarter of 2024. Merchant acquiring revenue benefited from higher sales volume and higher non-transactional revenues, partially offset by a slight decrease in spread. Payments Puerto Rico revenue benefited from ATH Movil transaction and sales volume growth, primarily in the ATH Business. Latin America revenue benefited from strong performance in Brazil, continued organic growth across the entire region and the contribution from acquisitions completed in the prior year. Business Solutions revenue increased as a result of projects completed during the quarter and an increase in hardware sales.
Cost of Revenues
Cost of revenues, exclusive of depreciation and amortization, for the three months ended September 30, 2025 amounted to $124.7 million, an increase of $22.2 million or 22% when compared to the same period in the prior year. This increase was primarily related to the accrual associated with potential contractual claims related to client losses from the Pix incident in Brazil, increases in software maintenance expense, cloud expenses, and an increase in personnel costs, partially due to the increased headcount from acquisitions completed in the fourth quarter of the prior year and higher professional services related to strategic projects.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended September 30, 2025 amounted to $37.7 million, an increase of $3.6 million or 11% when compared to the same period in the prior year. This increase was primarily related to the accrual of professional services related to the Pix incident in Brazil as well as increases in personnel costs and equipment expenses mainly related to cloud services.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended September 30, 2025 amounted to $28.4 million, a decrease of $5.2 million or 16% when compared to the same period in the prior year. The decrease was primarily driven by intangible assets that became fully amortized during the prior year.
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Non-Operating Expenses
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 4,016 | $ | 3,696 | $ | 320 | 9 | % | |||||||||||||||||||||||||||||||||
| Interest expense | (16,534) | (18,704) | 2,170 | (12) | % | ||||||||||||||||||||||||||||||||||||
| Loss on foreign currency remeasurement | (60) | (1,112) | 1,052 | (95) | % | ||||||||||||||||||||||||||||||||||||
| Earnings from equity investees | 1,346 | 1,099 | 247 | 22 | % | ||||||||||||||||||||||||||||||||||||
| Other income, net | 6,929 | 389 | 6,540 | 1,681 | % | ||||||||||||||||||||||||||||||||||||
| Total non-operating expenses | $ | (4,303) | $ | (14,632) | $ | 10,329 | (71) | % | |||||||||||||||||||||||||||||||||
Non-operating expenses for the three months ended September 30, 2025 decreased by $10.3 million to $4.3 million when compared to the same period in the prior year. The decrease was mainly related to a $6.5 million increase in other income, net, mainly related to the $5.7 million net gain on the sale of tax credits, a decrease in interest expense of $2.2 million driven by lower interest rates and repricing of our debt completed during the year coupled with a decrease in foreign currency remeasurement loss of $1.1 million in the current year quarter.
Income Tax Expense
| Three months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Income tax (benefit) expense | $ | (31) | $ | 1,707 | $ | (1,738) | (102) | % | |||||||||||||||||||||||||||||||||
Income tax expense in the prior year amounted to $1.7 million compared to a modest income tax benefit for the three months ended September 30, 2025. The effective tax rate for the period was (0.1)%, compared with 6.3% in the prior year period. The decrease in the effective tax rate was primarily attributed to incremental tax deductions associated with potential contractual claims related to client losses from the Pix incident in Brazil, as well as the recognition of a non-taxable gain from the sale of tax credits during the quarter. These benefits were partially offset by the growth in Latin America jurisdictions, which have higher tax rates, and the lower interest expense driven by the repricing of the Company’s debt.
Comparison of the nine months ended September 30, 2025 and 2024
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 686,986 | $ | 629,091 | $ | 57,895 | 9 | % | |||||||||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 349,411 | 302,426 | 46,985 | 16 | % | ||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 108,992 | 107,910 | 1,082 | 1 | % | ||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 85,217 | 101,051 | (15,834) | (16) | % | ||||||||||||||||||||||||||||||||||||
| Total operating costs and expenses | 543,620 | 511,387 | 32,233 | 6 | % | ||||||||||||||||||||||||||||||||||||
| Income from operations | $ | 143,366 | $ | 117,704 | $ | 25,662 | 22 | % | |||||||||||||||||||||||||||||||||
Revenues
Total revenue for the nine months ended September 30, 2025 was $687.0 million, an increase of 9% compared with $629.1 million in the prior year period. Merchant acquiring revenue benefited from the positive impact from sales volume growth. Payments Puerto Rico revenue growth was driven by the same factors explained above for the quarter. Latin America revenues were positively impacted by the contribution from acquisitions completed in the prior year, continued organic growth across the region, and the benefit from pricing initiatives. Business Solutions revenue increased as a result of projects completed throughout the current quarter and prior year and an increase in hardware and software sales.
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Cost of Revenues
Cost of revenues, exclusive of depreciation and amortization, for the nine months ended September 30, 2025 amounted to $349.4 million, an increase of $47.0 million or 16% when compared to the same period in the prior year. This increase was primarily related to the accrual associated with potential contractual claims related to client losses from the Pix incident in Brazil, an increase in cost of sales, an increase in personnel costs, partially due to acquisitions completed in the fourth quarter of the prior year coupled with higher professional services related to strategic projects and an increase in cloud services.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the nine months ended September 30, 2025 amounted to $109.0 million, an increase of $1.1 million or 1% when compared to the same period in the prior year. This increase was mainly driven by an increase in personnel costs as well as an increase in equipment expenses mainly related to cloud services partially offset by lower professional fees.
Depreciation and Amortization
Depreciation and amortization expense for the nine months ended September 30, 2025 amounted to $85.2 million, a decrease of $15.8 million or 16% when compared to the same period in the prior year. The decrease was primarily driven by the same factors explained above for the quarter.
Non-Operating Expenses
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 10,346 | $ | 10,274 | $ | 72 | 1 | % | |||||||||||||||||||||||||||||||||
| Interest expense | (50,241) | (57,352) | 7,111 | (12) | % | ||||||||||||||||||||||||||||||||||||
| Gain (loss) on foreign currency remeasurement | 455 | (3,164) | 3,619 | (114) | % | ||||||||||||||||||||||||||||||||||||
| Earnings from equity investees | 4,290 | 3,266 | 1,024 | 31 | % | ||||||||||||||||||||||||||||||||||||
| Other income, net | 7,483 | 6,484 | 999 | 15 | % | ||||||||||||||||||||||||||||||||||||
| Total non-operating expenses | $ | (27,667) | $ | (40,492) | $ | 12,825 | (32) | % | |||||||||||||||||||||||||||||||||
Non-operating expenses for the nine months ended September 30, 2025 decreased by $12.8 million to $27.7 million when compared to the same period in the prior year. The decrease was mainly related to a decrease in interest expense of $7.1 million driven by a lower interest rates and repricing of our debt completed in the prior and current year, a $5.7 million net gain on the sale of tax credits partially offset by prior year which included realized gains of $3.7 million from changes in fair value of equity securities, and a decrease in foreign currency remeasurement losses of $3.6 million, as the current year has a gain compared with losses in the prior year.
Income Tax Expense
| Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||
| In thousands | 2025 | 2024 | Variance | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | $ | 8,175 | $ | 3,100 | $ | 5,075 | 164 | % | |||||||||||||||||||||||||||||||||
Income tax expense for the nine months ended September 30, 2025 amounted to $8.2 million, compared to $3.1 million in the prior year. The effective tax rate for the period was 7.1%, compared with 4.0% in the prior year period. The increase in the effective tax rate was primarily driven by growth in Latin America jurisdictions, which have higher tax rates, lower interest
expense driven by the repricing of the Company’s debt, a non-recurring discrete item recorded during the current year, and the reversal during the prior year of a potential liability for uncertain tax positions as a result of the expiration of the statute of limitation. These were partially offset by the incremental tax deductions associated with potential contractual claims related to client losses from the Pix incident in Brazil and the recognition of a non-taxable gain from the sale of tax credits during the quarter.
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Segment Results of Operations
The Company has four operating and reportable business segments: Payment Services - Puerto Rico & Caribbean, Latin America Payments and Solutions, Merchant Acquiring, and Business Solutions based upon organization of the Company by the nature of products and services provided to customers and geography.
The Payment Services - Puerto Rico & Caribbean segment revenues are comprised of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.
The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services. Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature and digital collection; and (b) outsourcing of mission critical IT services. Revenues are based on monthly fixed fees and, in several cases, variable fees based on usage.
The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.
The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting, managed services and managed security services, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.
The Company’s Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer (“CEO”). The CODM uses revenue and Segment Adjusted EBITDA to evaluate segment performance and allocate resources, and regularly reviews performance at the segment level against budget and forecast when making decisions about the allocation of resources to each segment. Segment Adjusted EBITDA reviewed by the CODM is calculated as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities
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in non-functional currency. Segment Adjusted EBITDA is presented in conformity with ASC Topic 280, Segment Reporting, given that it is used by the CODM for purposes of evaluating performance and allocating resources.
Expense information that is regularly provided to the CODM on a consolidated financial statement basis include personnel costs, professional fees, equipment expenses and cost of sales, adjusted primarily for the impact of share-based compensation, restructuring related expenses, and fees and expenses from corporate transactions such as M&A activity and financing.
The Company does not report assets or other balance sheet information to the CODM on a segment basis as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on this information. No segment expense information is regularly provided to the CODM and therefore the Company does not report significant segment expenses.
The following tables set forth information about the Company’s operations by its four reportable segments for the periods indicated below.
Comparison of the three months ended September 30, 2025 and 2024
Payment Services - Puerto Rico & Caribbean
| Three months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $55,244 | $52,755 | |||||||||||||||
| Segment Adjusted EBITDA | 29,874 | 28,352 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 54.1 | % | 53.7 | % | |||||||||||||
Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended September 30, 2025 increased by $2.5 million to $55.2 million when compared to the same period in the prior year. The increase in revenues was primarily driven by ATH Movil transactions and sales volume growth, mainly in ATH Business, as well as POS transaction growth. Segment Adjusted EBITDA increased by $1.5 million to $29.9 million, driven by revenue growth, coupled with lower infrastructure and maintenance expenses.
Latin America Payments and Solutions
| Three months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $90,378 | $76,029 | |||||||||||||||
| Segment Adjusted EBITDA | 24,426 | 20,740 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 27.0 | % | 27.3 | % | |||||||||||||
Latin America Payments and Solutions segment revenues for the three months ended September 30, 2025 increased by $14.3 million to $90.4 million when compared to the same period in the prior year, driven by the strong performance in Brazil, the continued organic growth across the entire region and the contribution from acquisitions completed in the fourth quarter of 2024, which are contributing at a higher margin, partially offset by the impact from foreign currency exchange and client attrition. Segment Adjusted EBITDA increased by $3.7 million primarily driven by the increase in revenues partially offset by the impact of the one-time $1.8 million adjustment for GetNet Chile in the prior year which was 100% accretive to margin.
Merchant Acquiring
| Three months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $46,753 | $45,437 | |||||||||||||||
| Segment Adjusted EBITDA | 18,611 | 18,227 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 39.8 | % | 40.1 | % | |||||||||||||
Merchant Acquiring segment revenues for the three months ended September 30, 2025 increased by $1.3 million to $46.8 million when compared to the same period in the prior year. The revenue increase was primarily driven by sales volume and transaction growth coupled with higher non-transactional revenues, partially offset by a slight decrease in spread. Segment
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Adjusted EBITDA increased by $0.4 million to $18.6 million driven by the increase in revenues, partially offset by higher processing costs.
Business Solutions
| Three months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $61,679 | $61,103 | |||||||||||||||
| Segment Adjusted EBITDA | 25,100 | 25,504 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 40.7 | % | 41.7 | % | |||||||||||||
Business Solutions segment revenues for the three months ended September 30, 2025 increased by $0.6 million to $61.7 million as compared to the prior year period. This increase was primarily driven by projects completed in the current year and higher hardware sales, partially offset by a credit to a managed services contract. Segment Adjusted EBITDA decreased by $0.4 million as compared to the prior year period driven by an increase in hardware sales, partially offset by lower programming related expenses.
Comparison of the nine months ended September 30, 2025 and 2024
Payment Services - Puerto Rico & Caribbean
| Nine months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $166,822 | $159,985 | |||||||||||||||
| Segment Adjusted EBITDA | 94,340 | 90,062 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 56.6 | % | 56.3 | % | |||||||||||||
Payment Services - Puerto Rico & Caribbean segment revenues for the nine months ended September 30, 2025 increased by $6.8 million to $166.8 million when compared to the same period in the prior year, primarily due to the same factors explained above for the quarter, partially offset by lower revenue from services provided to the Latin America Payments and Solutions segment. Segment Adjusted EBITDA increased by $4.3 million to $94.3 million, driven by revenue growth, which was partially offset by higher infrastructure, maintenance and programming expenses.
Latin America Payments and Solutions
| Nine months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $260,208 | $224,914 | |||||||||||||||
| Segment Adjusted EBITDA | 72,671 | 54,537 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 27.9 | % | 24.2 | % | |||||||||||||
Latin America Payments and Solutions segment revenues for the nine months ended September 30, 2025 increased by $35.3 million to $260.2 million when compared to the same period in the prior year, driven by the same factors explained above for the quarter and non-recurring revenue recognized in the first half of the year. Segment Adjusted EBITDA increased by $18.1 million primarily driven by the same factors explained above for the quarter and a decrease in charges from the Payments Puerto Rico segment due to the decrease in transactions processed.
Merchant Acquiring
| Nine months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $141,694 | $133,855 | |||||||||||||||
| Segment Adjusted EBITDA | 58,972 | 52,695 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 41.6 | % | 39.4 | % | |||||||||||||
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Merchant Acquiring segment revenues for the nine months ended September 30, 2025 increased by $7.8 million to $141.7 million when compared to the same period in the prior year. The revenue increase was primarily driven by an improvement in sales volume growth. Segment Adjusted EBITDA increased by $6.2 million to $59.0 million driven by the increase in revenues, partially offset by processing costs as a result of higher transactions and an increase in revenue sharing expense.
Business Solutions
| Nine months ended September 30, | |||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||
| Revenues | $191,762 | $181,567 | |||||||||||||||
| Segment Adjusted EBITDA | 73,343 | 78,312 | |||||||||||||||
| Segment Adjusted EBITDA Margin | 38.2 | % | 43.1 | % | |||||||||||||
Business Solutions segment revenues for the nine months ended September 30, 2025 increased by $10.2 million to $191.8 million as compared to the prior year period. This increase was primarily driven by projects completed in the prior and current year, an increase in hardware and software sales and an increase in consulting services. Segment Adjusted EBITDA decreased by $5.0 million as compared to the prior year period primarily due to an increase in software maintenance and cloud expenses and incremental professional fees for strategic projects.
Liquidity and Capital Resources
As of September 30, 2025, there were no material changes to our primary short-term and long-term requirements for liquidity and capital resources as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. At September 30, 2025 the outstanding balance of the Revolving Facility was $150.0 million and the additional borrowing capacity was $43.9 million, considering outstanding letters of credit. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.
As of September 30, 2025, we had cash and cash equivalents of $474.7 million, of which $396.1 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.
Our primary use of cash is for operating expenses, working capital requirements, capital expenditures, acquisitions, dividend payments, share repurchases, debt service, and other transactions as opportunities present themselves.
Based on our current level of operations, we believe our existing cash flows from operations and the available secured Revolving Facility will be adequate to meet our liquidity needs for at least the next twelve months from the date of this Report. However, our ability to fund future operating expenses, dividend payments, capital expenditures, mergers and acquisitions, and our ability to make scheduled payments of interest, to pay principal on or refinance our indebtedness and to satisfy any other of our present or future debt obligations will depend on our future operating performance, which may be affected by general economic, financial and other factors beyond our control.
| Nine months ended September 30, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
| Cash provided by operating activities | $ | 157,001 | $ | 184,897 | ||||||||||
| Cash used in investing activities | (69,603) | (65,462) | ||||||||||||
| Cash provided by (used in) financing activities | 89,115 | (130,281) | ||||||||||||
| Effect of foreign exchange rate on cash, cash equivalents and restricted cash | 16,817 | (6,596) | ||||||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and cash included in settlement assets | $ | 193,330 | $ | (17,442) | ||||||||||
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Net cash provided by operating activities for the nine months ended September 30, 2025 was $157.0 million compared to $184.9 million for the same period in the prior year, driven by working capital requirements.
Net cash used in investing activities for the nine months ended September 30, 2025 was $69.6 million compared to $65.5 million for the same period in the prior year. This increase was primarily related to an increase of $2.1 million in additions to software and the purchase of $1.8 million in available-for-sale debt securities during the period, partially offset by lower property and equipment acquired during the period.
Net cash provided by financing activities for the nine months ended September 30, 2025 was $89.1 million, compared with cash used of $130.3 million for the same period in the prior year. The net cash provided by financing activities reflected the impact a $150.0 million draw on the Revolving Facility in connection with the acquisition of Tecnobank, partially offset by $8.2 million in cash used in settlement activities and the acquisition of the remaining non-controlling interest in a company in Brazil for $5.2 million. Additionally the current year period reflects a decrease in share repurchases of $78.6 million as the prior year included cash used to fund the accelerated share repurchase program of $70 million.
Capital Resources
Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the nine months ended September 30, 2025 and 2024, we invested approximately $67.9 million and $69.8 million in our capital resources, respectively. Generally, we fund capital expenditures with cash generated from operations and, if necessary, borrowings under our Revolving Facility.
Dividend Payments
On February 20, 2025, May 2, 2025, and July 24, 2025, respectively the Company's Board declared quarterly cash dividends of $0.05 per share of common stock, which were paid on March 21, 2025, June 6, 2025, and September 5, 2025, respectively, to stockholders of record as of March 3, 2025, May 13, 2025 and August 4, 2025, respectively.
On October 23, 2025, our Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on December 5, 2025 to stockholders of record as of the close of business on November 3, 2025. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.
Financial Obligations
Secured Credit Facilities
On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for a $415.0 million term loan A facility (the “TLA Facility”) that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027 (the “Credit Agreement”). On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024, November 26, 2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into second, third and fourth amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”).
At September 30, 2025, the unpaid principal balance of the TLA Facility and TLB Facility were $411.7 million and $540.0 million, respectively. At September 30, 2025 the outstanding balance of the Revolving Facility was $150.0 million and the additional borrowing capacity was $43.9 million, considering outstanding letters of credit. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
Deferred Consideration from Business Combinations
As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At September 30, 2025 and December 31, 2024, the unpaid principal balance of these agreements amounted to $6.7 million and $9.9 million, respectively. Obligations bear interest at rates ranging from 6.2% to 13.0% with maturities ranging from October 2025 through March 2027. The current portion of the deferred consideration is
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included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Note Payable
In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of September 30, 2025, the outstanding principal balance of the note payable on a discounted basis was $6.1 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Interest Rate Swaps
As of September 30, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss).
| Swap Agreement | Effective date | Maturity Date | Notional Amount | Variable Rate | Fixed Rate | |||||||||||||||||||||||||||
| 2023 Swap | November 2024 | December 2027 | $250 million | 1-month SOFR | 3.375% | |||||||||||||||||||||||||||
| 2024 Swap | March 2024 | October 2027 | $150 million | 1-month SOFR | 4.182% | |||||||||||||||||||||||||||
| 2024 Swap | March 2024 | October 2027 | $150 million | 1-month SOFR | 4.172% | |||||||||||||||||||||||||||
At September 30, 2025, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was a liability of $5.2 million. At December 31, 2024, the carrying amount of the derivatives was an asset of $4.3 million and a liability of $1.4 million. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8 - Equity for disclosure of gains (losses) recorded on cash flow hedging activities.
During the three and nine months ended September 30, 2025, the Company reclassified gains of $0.8 million and $2.3 million, from accumulated other comprehensive income (loss) into interest expense compared to gains of $2.5 million and $6.6 million for the corresponding periods in 2024. Based on expected SOFR rates, the Company expects to reclassify gains of $2.2 million from accumulated other comprehensive income (loss) into interest expense over the next 12 months.
Covenant Compliance
As of September 30, 2025, the total secured net leverage ratio was 1.81 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.
In this Report, we refer to the term “Adjusted EBITDA” to mean EBITDA as so defined and calculated in a substantially consistent manner for purposes of determining compliance with the total secured net leverage ratio based on the financial information for the last twelve months at the end of each quarter.
Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share (Non-GAAP Measures)
The non-GAAP measures referenced in this Report are supplemental measures of the Company’s performance and are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to total revenue, net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of operating performance or as measures of the Company’s liquidity. In addition to GAAP measures, management uses these non-GAAP measures to focus on the factors the Company believes are pertinent to the daily management of the Company’s operations and believes that they are also frequently used by analysts, investors and other stakeholders to evaluate companies in our industry. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.
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Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included below. These non-GAAP measures include EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, each as defined below.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, multi-year non-recurring gains recognized in connection with the sale of tax credits, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA which is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and for this reason is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. See Note 15 – Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.
Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP Depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs and premiums and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax positions, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interests, net of amortization for intangibles created as part of the purchase.
Adjusted Earnings per common share is defined as Adjusted Net Income divided by diluted shares outstanding.
The Company uses Adjusted Net Income to measure the Company’s overall profitability because the Company believes it better reflects the comparable operating performance by excluding the impact of the non-cash amortization and depreciation that was created as a result of merger and acquisition activity. In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future the Company may incur expenses such as those excluded in calculating them.
A reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share is provided below:
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| Three months ended September 30, | Nine months ended September 30, | Twelve months ended | |||||||||||||||||||||||||||
| (In thousands, except per share information) | 2025 | 2024 | 2025 | 2024 | September 30, 2025 | ||||||||||||||||||||||||
| Net income | $ | 33,460 | $ | 25,202 | 107,524 | 74,112 | $ | 148,191 | |||||||||||||||||||||
| Income tax (benefit) expense | (31) | 1,707 | 8,175 | 3,100 | 9,922 | ||||||||||||||||||||||||
| Interest expense, net | 12,518 | 15,008 | 39,895 | 47,078 | 54,218 | ||||||||||||||||||||||||
| Depreciation and amortization | 28,435 | 33,660 | 85,217 | 101,051 | 112,012 | ||||||||||||||||||||||||
| EBITDA | 74,382 | 75,577 | 240,811 | 225,341 | 324,343 | ||||||||||||||||||||||||
Equity loss (income) (1) | 2,129 | 1,929 | (815) | (238) | (1,847) | ||||||||||||||||||||||||
Compensation and benefits (2) | 8,133 | 7,595 | 27,727 | 23,186 | 36,185 | ||||||||||||||||||||||||
Transaction, refinancing and other (3) | 7,907 | 1,176 | 7,347 | 165 | 2,965 | ||||||||||||||||||||||||
Loss (Gain) on foreign currency remeasurement (4) | 60 | 1,112 | (455) | 3,164 | 1,579 | ||||||||||||||||||||||||
| Adjusted EBITDA | 92,611 | 87,389 | 274,615 | 251,618 | 363,225 | ||||||||||||||||||||||||
Operating depreciation and amortization (5) | (16,892) | (16,293) | (50,416) | (45,732) | (66,151) | ||||||||||||||||||||||||
Cash interest expense, net (6) | (12,039) | (13,908) | (38,034) | (43,749) | (51,216) | ||||||||||||||||||||||||
Income tax expense (7) | (3,287) | (1,234) | (10,930) | (3,298) | (14,003) | ||||||||||||||||||||||||
Non-controlling interest (8) | (609) | (535) | (1,526) | (1,601) | (2,142) | ||||||||||||||||||||||||
| Adjusted net income | $ | 59,784 | $ | 55,419 | $ | 173,709 | $ | 157,238 | $ | 229,713 | |||||||||||||||||||
| Net income per common share (GAAP): | |||||||||||||||||||||||||||||
| Diluted | $ | 0.51 | $ | 0.38 | $ | 1.64 | $ | 1.11 | |||||||||||||||||||||
| Adjusted Earnings per common share (Non-GAAP): | |||||||||||||||||||||||||||||
| Diluted | $ | 0.92 | $ | 0.86 | $ | 2.69 | $ | 2.41 | |||||||||||||||||||||
| Shares used in computing adjusted earnings per common share: | |||||||||||||||||||||||||||||
| Diluted | 64,766,300 | 64,719,129 | 64,692,541 | 65,316,948 | |||||||||||||||||||||||||
1)Represents the elimination of non-cash equity earnings from our equity investments, net of dividends received.
2)Primarily represents share-based compensation and severance payments.
3)Primarily represents fees and expenses associated with transactions as defined in the Credit Agreement, multi-year non recurring gains recognized in connection with the sale of tax credits and other non-recurring expenses.
4)Represents non-cash unrealized losses and (gains) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.
5)Represents operating depreciation and amortization expense, which excludes amounts generated as a result of merger and acquisition activity.
6)Represents interest expense, less interest income, as they appear on the unaudited condensed consolidated statements of income and comprehensive income (loss), adjusted to exclude non-cash amortization of the debt issue costs and premiums, and accretion of discount.
7)Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for certain discrete items.
8)Represents the non-controlling equity interests, net of amortization for intangibles created as part of the purchase.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events and apply judgments that affect the reported amounts of certain assets and liabilities, and in some instances, the reported amounts of revenues and expenses during the period. We base our assumptions, estimates, and judgments on historical experience, current events, and other factors that management believes to be relevant at the time our unaudited condensed consolidated financial statements are prepared. However, because future events are inherently uncertain and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of the Company’s critical accounting estimates, refer to “Part II—Item 7-Management’s Discussion and Analysis of
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Financial Condition and Results of Operations-Critical Accounting Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks arising from our normal business activities. These market risks principally involve the possibility of changes in interest rates that will adversely affect the value of our financial assets and liabilities or future cash flows and earnings, foreign currency exchange risk that may result in unfavorable foreign currency translation adjustments and inflation. Market risk is the potential loss arising from adverse changes in market rates and prices. The following analysis provides quantitative and qualitative information regarding these risks.
Interest Rate Risks
Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.
We issued floating-rate debt which is subject to fluctuations in interest rates. Our secured credit facilities accrue interest at variable rates and are subject to a floor or a minimum rate. Based upon a sensitivity analysis of our outstanding debt on September 30, 2025, a hypothetical 100 basis point increase in interest rates over our floor on our debt balances outstanding as of September 30, 2025, under the secured credit facilities, would increase our annual interest expense by approximately $5.5 million. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.
As of September 30, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable rate debt to fixed.
The interest rate swap exposes us to credit risk in the event that the counterparty to the swap agreement does not or cannot meet its obligations. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The loss would be limited to the amount that would have been received, if any, over the remaining life of the swap. The counterparties to the swaps are major U.S. based financial institutions and we expect all counterparties to be able to perform its obligations under the swaps. We use derivative financial instruments for hedging purposes only and not for trading or speculative purposes.
See Note 5 of the Unaudited Condensed Consolidated Financial Statements appearing elsewhere in this report for additional information related to the secured credit facilities.
Foreign Exchange Risk
We conduct business in certain countries in Latin America for which we have determined that the functional currency is other than the U.S. dollar. Given this, our operating results are exposed to volatility due to fluctuations in exchange rates for the countries' functional currencies. Non-functional currency transactions are remeasured into the functional currency which results in a foreign exchange gain or loss recorded through Other income (expenses) in the unaudited condensed consolidated statements of income and comprehensive income (loss). For the nine months ended September 30, 2025, the Company recognized non-cash unrealized foreign currency remeasurement gains of $0.5 million compared to losses of $3.2 million for the same period in 2024. For subsidiaries whose functional currency is other than the U.S. dollar, their assets and liabilities are translated into U.S. dollars at exchange rates at the balance sheet date, and revenues and expenses are translated using average exchange rates in effect during the period. The resulting foreign currency translation adjustments are reported in accumulated other comprehensive income (loss) in the unaudited condensed consolidated balance sheets. As of September 30, 2025, the Company had $45.2 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive income (loss) compared with an unfavorable foreign currency translation adjustment of $138.0 million as of December 31, 2024.
Inflation Risk
While it is difficult to accurately measure the impact of inflation on our results of operations and financial condition, we believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. General inflation in the geographies in which we operate has risen to levels that have not been experienced in recent years, however, inflation has historically had a minimal net effect on our operating results given that overall inflation has been offset by sales and cost reduction actions. Rising prices for input costs, including wages and benefits, occupancy and general administrative
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costs, could potentially have a negative impact on our results of operations and financial condition which may not be readily recoverable from our customers. In addition, inflation has led to enhanced volatility on foreign currency exchange rates. While we proactively try to mitigate these rising costs, we may not be able to fully offset these impacts, which could result in negative effect on our results of operation. Thus, we cannot assure you that our results of operations and financial condition will not be materially impacted by inflation in the future.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025, the Company’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a -15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are, from time to time, party to various claims and legal proceedings arising in the ordinary course of our business. See Part I, Item 1 “Financial Statements (Unaudited) - Note 14, Commitments and Contingencies,” incorporated herein by reference, for a discussion of material legal proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. For a discussion of the potential risks and uncertainties related to us, see "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider trading arrangements and policies.
During the three months ended September 30, 2025, no director or officer of the Company, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
44
Item 6. Exhibits
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS XBRL* | Inline Instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH XBRL* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL XBRL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF XBRL* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB XBRL* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE XBRL* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
+ This exhibit is a management contract or a compensatory plan or arrangement.
45
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 hereunto duly authorized.
| EVERTEC, Inc. (Registrant) | ||||||||
| Date: November 7, 2025 | By: | /s/ Morgan Schuessler | ||||||
| Morgan Schuessler Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: November 7, 2025 | By: | /s/ Karla Cruz-Jusino | ||||||
| Karla Cruz-Jusino Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
46
Execution Version
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amend-ment”) is dated as of August 12, 2025, and entered into by and among EVERTEC, INC., a Puerto Rico corporation (“Parent”), EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Bor-rower”), TRUIST BANK, as administrative agent (the “Administrative Agent”), at the direction of and on behalf of the Lenders described in Section 2.A. hereof, and, for purposes of Section 5 hereof, the other Loan Parties listed on the signature pages hereof, and is made with reference to that certain Credit Agreement, dated as of December 1, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of October 30, 2023, as amended by that certain Second Amendment to Credit Agreement, dated as of May 16, 2024, as amended by that Third Amendment to Credit Agreement, dated as of November 26, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to the effectiveness of this Fourth Amendment on the Fourth Amendment Effective Date (as defined below), the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Fourth Amendment, the “Amended Credit Agreement”), by and among Parent, the Borrower, the Lenders and L/C Issuers party thereto from time to time and Truist Bank, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower has requested an amendment to the Existing Credit Agreement pursuant to which certain provisions of the Existing Credit Agreement will be amended as set forth herein;
WHEREAS, Section 9.08 of the Existing Credit Agreement provides that the parties hereto may amend the Existing Credit Agreement for the purposes set forth herein;
WHEREAS, the Borrower has appointed each of Truist Securities, Inc., Banco Popular de Puerto Rico, Citizens Bank, N.A., Fifth Third Bank, National Association and Firstbank Puerto Rico to act as joint lead arrangers and joint bookrunners under the Amended Credit Agreement and this Fourth Amend-ment (in such capacities, the “Fourth Amendment Arrangers”); and
WHEREAS, each Lender holding Incremental Term B Loans outstanding immediately prior to the effectiveness of this Fourth Amendment on the Fourth Amendment Effective Date (such Incremental Term B Loans, the “Existing Incremental Term B Loans”, and such Lenders holding such Existing Incremental Term B Loans, the “Existing Incremental Term B Lenders”) and each other Lender that executes and delivers a consent (a “Consent”) to this Fourth Amendment will have agreed to the terms of this Fourth Amendment upon the effectiveness of this Fourth Amendment on the Fourth Amendment Effective Date.
Now, therefore, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENT TO CREDIT AGREEMENT
Effective as of the Fourth Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows:
A. The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the correct alphabetical order:
“Fourth Amendment” shall mean the Fourth Amendment to Credit Agreement, dated as of the Fourth Amendment Effective Date, among Parent, the Borrower, the other Loan Parties party thereto, the Lenders and other Persons party thereto and the Adminis-trative Agent.
“Fourth Amendment Arrangers” shall have the meaning assigned to such term in the Fourth Amendment.
“Fourth Amendment Effective Date” shall mean August 12, 2025.
B. The definition of “Applicable Margin” in Section 1.01 of the Existing Credit Agreement is hereby amended by amending and restating such definition in its entirety as follows:
““Applicable Margin” shall mean for any day (i) with respect to any Term A Loan, 1.50% per annum in the case of any SOFR Loan and 0.50% per annum in the case of any ABR Loan, (ii) (w) prior to the Second Amendment Effective Date with respect to any Incremental Term B Loan, 3.50% per annum in the case of any SOFR Loan and 2.50% per annum in the case of any ABR Loan, (x) on and after the Second Amendment Effective Date and prior to the Third Amendment Effective Date with respect to any Incremental Term B Loan, 3.25% per annum in the case of any SOFR Loan and 2.25% per annum in the case of any ABR Loan, (y) on and after the Third Amendment Effective Date and prior to the Fourth Amendment Effective Date with respect to any Incremental Term B Loan, 2.75% per annum in the case of any SOFR Loan and 1.75% per annum in the case of any ABR Loan and (z) on and after the Fourth Amendment Effective Date with respect to any Incremental Term B Loan, 2.25% per annum in the case of any SOFR Loan and 1.25% per annum in the case of any ABR Loan, (iii) with respect to any Revolving Facility Loan, (A) 1.50% per annum in the case of any SOFR Loan or Alternative Currency Loan and (B) 0.50% per annum in the case of any ABR Loan and (iv) with respect to Swingline Loans, 0.50% per annum; provided, that on and after the first Adjustment Date after the Closing Date, the Applicable Margin with respect to any Term A Loan, Revolving Facility Loans and Swingline Loans will be determined pursuant to the Pricing Grid.”
C. The definition of “Joint Bookrunners” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
““Joint Bookrunners” shall mean (i) Truist Securities, Inc., Banco Popular de Puerto Rico, Citizens Bank, N.A., Fifth Third Bank, National Association and Firstbank Puerto Rico, in their capacities as joint bookrunners of the facilities hereunder on the Closing Date, (ii) the First Amend-ment Arrangers, (iii) the Second Amendment Arrangers, (iv) the Third Amendment Arrangers and (v) the Fourth Amendment Arrangers.”
D. The definition of “Joint Lead Arrangers” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
““Joint Lead Arrangers” shall mean (i) Truist Securities, Inc., Banco Popular de Puerto Rico, Citizens Bank, N.A., Fifth Third Bank, National Association and Firstbank Puerto Rico, in their capacities as joint lead arrangers of the facilities hereunder on the Closing Date, (ii) the First Amendment Arrangers, (iii) the Second Amendment Arrangers, (iv) the Third Amendment Arrang-ers and (v) the Fourth Amendment Arrangers.”
E. The definition of “Loan Documents” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
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““Loan Documents” shall mean this (i) Agreement, (ii) the Guarantee Agreement, (iii) the Letters of Credit, (iv) each Issuer Document, (v) the Security Documents, (vi) any Notes, (vii) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.26, (viii) each Additional Credit Extension Amendment, (ix) amendments, supplements and joinders to the Loan Documents, (x) the First Amendment, (xi) the Second Amendment, (xii) the Third Amendment and (xiii) the Fourth Amendment.”
F. Section 2.12(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(a) The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (except as set forth in this Section and Section 2.17), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the principal amount of Loans of any Class outstanding, upon prior notice to the Administrative Agent by telephone (confirmed by facsimile) (x) in the case of an ABR Loan, not less than one Business Day prior to the date of prepayment, (y) in the case of SOFR Loans denominated in Dollars, not less than three U.S. Government Securities Business Days prior to the date of prepayment and (z) in the case of a Revolving Facility Loan denominated in an Alternative Currency, not less than four Business Days prior to the date of prepayment. Each notice delivered by the Borrower pursuant to this Section 2.12(a) shall be irrevocable; provided, that such notice may state that it is conditioned upon the effectiveness of other credit facilities or the occurrence of any transaction anticipated to occur in connection with such prepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall be signed by a Responsible Officer of the Borrower and shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if SOFR Loans or Alternative Currency are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. In the event that, prior to the date which is six months after the Fourth Amendment Effective Date, the Borrower makes any prepayment or amendment of Incremental Term B Loans in connection with any Repricing Transaction (other than in connection with a Change of Control or Transformative Acquisition), the Borrower shall pay to the Administrative Agent, for the ratable account of the Incremental Term B Lenders, a prepayment premium of 1% of the amount of the Incremental Term B Loans being so pre-paid, refinanced, substituted or replaced or amended.
Section 2. CONDITIONS TO EFFECTIVENESS OF THE AMENDMENT
The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Fourth Amendment Effective Date”):
A. The Administrative Agent shall have received an executed written consent approving the amendments and consents set forth herein and authorizing the Administrative Agent to enter into this Fourth Amendment from Incremental Term B Lenders constituting the Required Class Lenders of the Incremental Term B Loans.
B. The Administrative Agent (or its counsel) shall have received with respect to each Loan Party, each of the items referred to in clauses (i), (ii) and (iii) below:
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(i) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or, as applicable, the Borrower on behalf of such Loan Party, dated the Fourth Amendment Effective Date and certifying:
(1) that such Loan Party’s Organizational Documents most recently certified and delivered to the Administrative Agent on October 30, 2023 or June 13, 2024, as applicable remain in full force and effect on the Fourth Amendment Effective Date without modification or amendment since such original delivery (except as otherwise attached thereto),
(2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Fourth Amendment or any other document deliv-ered by the Borrower in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date,
(3) as to the incumbency and specimen signature of each officer exe-cuting this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party, and
(4) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party;
(ii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (i) above; and
(iii) include as an attachment a good standing certificate or equivalent, if applica-ble, for each Loan Party issued by the relevant Governmental Authority of the jurisdiction of organization of such Loan Party.
C. The representations and warranties contained in Section 3 of this Fourth Amend-ment shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, as applicable, with the same effect as though made on and as of the Fourth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects as of such applicable date).
D. On and as of the Fourth Amendment Effective Date, immediately after giving ef- fect to this Fourth Amendment, no Default or Event of Default shall have occurred and be continuing.
E. The Administrative Agent shall have received a certificate, dated as of the Fourth Amendment Effective Date, signed by a Responsible Officer of the Borrower, certifying that the conditions set forth in Sections 2.C and 2.D are satisfied.
F. The Borrower shall have paid (or shall pay substantially concurrently with the ef-fectiveness of this Fourth Amendment on the Fourth Amendment Effective Date) all accrued and unpaid interest on the Existing Incremental Term B Loans to, but not including, the Fourth Amendment Effective
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Date and shall have submitted an Interest Election Request in accordance with Section 2.08 of the Existing Credit Agreement.
G. To the extent invoiced in reasonable detail at least two (2) Business Days prior to the Fourth Amendment Effective Date (except as reasonably agreed to by Parent), the Administrative Agent shall have received all fees payable thereto or to any Fourth Amendment Arranger or Incremental Term B Lender on or prior to the Fourth Amendment Effective Date and all other amounts due and payable pursuant to this Fourth Amendment on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.
H. The Incremental Term B Lenders shall have received, at least three (3) Business Days prior to the Fourth Amendment Effective Date (or such later date as approved by such Lender), (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date (it being agreed delivery of a signed LSTA Beneficial Ownership Form shall satisfy this clause (ii)), that, in each case, has been requested in writing by the Administrative Agent to the Borrower at least ten (10) Business Days prior to the Fourth Amendment Effective Date.
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent, on behalf of the Lenders, to enter into this Fourth Amendment, the Borrower represents and warrants to each Lender and the Administrative Agent that the following statements are true, correct and complete in all material respects:
A. Corporate Power and Authority. Each Loan Party has the power and authority to execute, deliver and perform its obligations under this Fourth Amendment and the Amended Credit Agreement.
B. Authorization of Agreements. The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Fourth Amendment and the Borrower has taken all necessary organizational action to authorize the performance of the Amended Credit Agreement.
C. No Conflicts. The execution and delivery by each Loan Party of this Fourth Amendment and performance by each Loan Party of each of this Fourth Amendment and the Amended Credit Agreement (a) will not violate the Organization Documents of such Loan Party, (b) will not violate (i) any provision of law, statute, rule or regulation, or any applicable order of any court or any rule, regulation or order of any Governmental Authority in effect at the time of execution of this Fourth Amendment or (ii) any provision of any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its property is or may be bound at the time of execution of this Fourth Amendment and (c) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, agreement or other instrument, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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D. Binding Obligation. Each Loan Party that is party hereto has duly executed and delivered this Fourth Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
E. Absence of Default or Event of Default. On the Fourth Amendment Effective Date immediately after giving effect to this Fourth Amendment, no Default or Event of Default shall exist and be continuing under the Existing Credit Agreement.
F. Representation and Warranties from Amended Credit Agreement. The rep-resentations and warranties contained in Article III of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date as applicable, with the same effect as though made on and as of the Fourth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (provided that represen-tations and warranties that are qualified by materiality shall be true and correct in all respects as of such applicable date).
Section 4. REPLACEMENT OF NON-CONSENTING LENDERS
Concurrently with the effectiveness of this Fourth Amendment, the Borrower shall be deemed to have exercised its rights under Section 2.20(c) of the Existing Credit Agreement to require each Existing Incremental Term B Lender to assign any portion of its Existing Incremental Term B Loans as to which it has not approved this Fourth Amendment as of such time to the Administrative Agent. By its execution of this Fourth Amendment, the Administrative Agent agrees to accept such assignments and approves this Fourth Amendment in its capacity as the assignee of any such Existing Incremental Term B Loans.
Section 5. REAFFIRMATION
By executing and delivering a counterpart hereof, (i) each Loan Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obliga-tions of the Borrower shall be guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; and (ii) each Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, the Security Documents continue to be in full force and effect, (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Fourth Amendment) to which it is a party, in each case, after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and
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acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Fourth Amendment.
Section 6. MISCELLANEOUS
A. Effect of Fourth Amendment. Except as expressly set forth herein, this Fourth Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and except as expressly provided herein shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Fourth Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Existing Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. This Fourth Amendment shall apply to and be effective only with respect to the provisions of the Existing Credit Agreement and the other Loan Documents specifically referred to herein.
B. Reference to the Existing Credit Agreement. On and after the Fourth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the “Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This Fourth Amendment shall constitute a Repricing Transaction entered into pursuant to Section 9.08 of the Existing Credit Agreement and a “Loan Document” for all purposes of the Existing Credit Agreement and the other Loan Documents.
C. Headings. Section headings used herein are for convenience of reference only, are not part of this Fourth Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Fourth Amendment.
D. Severability. In the event any one or more of the provisions contained in this Fourth Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
E. Applicable Law; WAIVER OF JURY TRIAL; Jurisdiction; Consent to Service of Process. The provisions of Sections 9.07, 9.11 and 9.15 of the Existing Credit Agreement are hereby deemed to be incorporated herein, mutatis mutandis. Each party to this Fourth Amendment hereby irrevocably and unconditionally waives any jurisdiction, other than the jurisdiction of any New York State court or federal court of the United States of America sitting in New York City in the borough of Manhattan and any appellate court from any thereof, that could apply by virtue of its present or future domicile or any other reason.
F. Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute
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but one contract. Delivery of an executed counterpart of a signature page of this Fourth Amendment by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed sig-nature page shall be effective as delivery of a manually executed counterpart of this Fourth Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Fourth Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and Na-tional Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Ad-ministrative Agent to accept electronic signatures in any form or format without its prior written consent.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Fourth Amendment as of the date first set forth above.
EVERTEC, INC., as Parent
By: /s/_______________________________
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
EVERTEC GROUP, LLC, as the Borrower
By: /s/_______________________________
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
EVERTEC INTERMEDIATE HOLDINGS, LLC, as Guarantor
By: /s/_______________________________
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
EVERTEC PANAMÁ, S.A., as Guarantor
By: /s/_______________________________
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
EVERTEC DOMINICANA, SAS, as Guarantor
By: /s/_______________________________
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
Name: Joaquín Castrillo
Title: Executive Vice President & Chief Finan-cial Officer
[Evertec – Signature Page to Fourth Amendment]
EVERTEC MÉXICO SERVICIOS DE PROCESAMIENTO, S.A. DE C.V., as Guarantor
By: /s/_______________________________
Name: Iván Dario Baquero Muñoz
Title: Legal Representative
Name: Iván Dario Baquero Muñoz
Title: Legal Representative
EVERTEC COSTA RICA, S.A., as Guarantor
By: /s/_______________________________
Name: Miguel A. Arocho
Title: Authorized Signatory
Name: Miguel A. Arocho
Title: Authorized Signatory
EVERTEC GUATEMALA, S.A., as Guarantor
By: /s/_______________________________
Name: Miguel A. Arocho
Title: Authorized Signatory
Name: Miguel A. Arocho
Title: Authorized Signatory
[Evertec – Signature Page to Fourth Amendment]
EVERTEC BRASIL INFORMATICA S.A., as Guarantor
By: /s/_______________________________
Name: Claudio Almeida Prado
Title: Director
Name: Claudio Almeida Prado
Title: Director
By: /s/_______________________________
Name: Pilar Maria Bazterrica
Title: Director
Name: Pilar Maria Bazterrica
Title: Director
SINQIA S.A., as Guarantor
By: /s/_______________________________
Name: Claudio Almeida Prado
Title: Director
Name: Claudio Almeida Prado
Title: Director
By: /s/_______________________________
Name: Pilar Maria Bazterrica
Title: Director
Name: Pilar Maria Bazterrica
Title: Director
SINQIA TECNOLOGIA LTDA., as Guarantor
By: /s/_______________________________
Name: Claudio Almeida Prado
Title: Director
Name: Claudio Almeida Prado
Title: Director
By: /s/_______________________________
Name: Pilar Maria Bazterrica
Title: Director
Name: Pilar Maria Bazterrica
Title: Director
TORQ INOVAÇÃO DIGITAL LTDA., as Guarantor
By: /s/_______________________________
Name: Claudio Almeida Prado
Title: Director
Name: Claudio Almeida Prado
Title: Director
By: /s/_______________________________
Name: Pilar Maria Bazterrica
Title: Director
Name: Pilar Maria Bazterrica
Title: Director
[Evertec – Signature Page to Fourth Amendment]
TRUIST BANK,
as Administrative Agent
as Administrative Agent
By: /s/
Name: Alfonso Brigham
Title: Director
Name: Alfonso Brigham
Title: Director
[Evertec – Signature Page to Fourth Amendment]
EXHIBIT 31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
I, Morgan Schuessler, certify that:
1.I have reviewed this report on Form 10-Q of EVERTEC, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 7, 2025 | /s/ Morgan Schuessler | |||||||
| Morgan Schuessler | ||||||||
| Chief Executive Officer | ||||||||
EXHIBIT 31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)
I, Karla Cruz-Jusino, certify that:
1.I have reviewed this report on Form 10-Q of EVERTEC, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 7, 2025 | /s/ Karla Cruz-Jusino | |||||||
| Karla Cruz-Jusino | ||||||||
| Chief Financial Officer | ||||||||
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 , the undersigned officer of EVERTEC, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 7, 2025 | /s/ Morgan Schuessler | |||||||
| Morgan Schuessler | ||||||||
| Chief Executive Officer | ||||||||
EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of EVERTEC, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 7, 2025 | /s/ Karla Cruz-Jusino | |||||||
| Karla Cruz-Jusino | ||||||||
| Chief Financial Officer | ||||||||