Global Payments Inc (GPN) — Q2 2022 Earnings Call Transcript

Good morning, and welcome to Global Payments second quarter 2022 conference call. Our earnings release and the slides that accompany this call can be found on the Investor Relations area of our website at www.globalpayments.com. Before we begin, I'd like to remind you that some of the comments made by management during today's conference call contain forward-looking statements about, among other matters, expected operating and financial results and statements about the proposed transaction between Global Payments and EVO Payments. These statements are subject to risks, uncertainties and other factors, including the impact of COVID-19 and economic conditions on our future operations that could cause actual results to differ materially from expectations. Certain risk factors inherent in our business are set forth in filings with the SEC, including our most recent 10-K and subsequent filings. We caution you not to place undue reliance on these statements. Forward-looking statements during this call speak only as the date of this call, and we undertake no obligation to update them. We will be also referring to several non-GAAP financial measures, which we believe are more reflective of our ongoing performance. For a full reconciliation of the non-GAAP financial measures discussed in this call to the most comparable GAAP measure in accordance with SEC regulations, please see our press release furnished as an exhibit to our Form 8-K filed this morning and our supplemental materials available on the Investor Relations section of our website. Joining me on the call are Jeff Sloan, CEO; Cameron Bready, President and COO; and Josh Whipple, Senior Executive Vice President and CFO. Now, I'll turn the call over to Jeff.

Thanks, Winnie. We welcome Josh Whipple, our new CFO, to the call today. Josh has been a senior leader at our company for 7.5 years, guiding us through some of the most significant milestones in our history. He's a trusted partner who has played a key role in building a leading technology-enabled software-driven payments business worldwide that Global Payments is today. We also thank Paul Todd for his terrific partnership and the critical role he has played in the successful merger of TSYS and Global Payments over the past 3 years and his 27 years at TSYS. We wish Paul all the best in retirement. We delivered second quarter adjusted results that were the best in our history across our key financial metrics despite the self-evident incremental headwinds. Both our merchant and issuer segments exceeded our expectations on a currency-neutral basis post the divestiture of our Russian business. Importantly, our issuer business generated 400 basis points of sequential revenue improvement on a comparable basis, exactly as we said it would, and our pipeline remains at record levels. And we achieved these results while executing multiple transactions to better align our businesses with our strategy, getting a key new partnership, extending our lead and deepening our competitive moat. First, we're delighted to announce that we've entered into a definitive agreement to acquire EVO Payments, significantly increasing our target addressable markets, enhancing our leadership in integrated payments worldwide, expanding our presence in new geographies, further scaling in existing faster growth markets and augmenting our business-to-business, B2B, software and payment solutions. Specifically, EVO provides us with a new presence in attractive geographies such as Poland, Germany, Chile and Greece. It enhances our scale in existing markets, including Mexico, Spain and the U.K. and of course, the U.S. and Canada. For B2B, EVO brings us key technology partners and integrations, including with many of the largest enterprise ERP solutions. And it adds leading accounts receivable software capabilities to complement our B2B and accounts payable offerings, which we significantly augmented with our successful acquisition of MineralTree last fall. At our investor conference last September, we announced B2B as the fourth and newest pillar of our strategy, meaningfully expanding our target addressable markets to include a segment that remains substantially under-penetrated, providing tremendous opportunities for future growth. As we said then, we have the technology and distribution assets we need to compete effectively in B2B post our TSYS merger and already positioned as one of the largest B2B companies globally at scale. This includes technology centered on virtual card solutions, a vast commercial card footprint, massive distribution partnerships with the world's leading financial institutions, data and analytics, market-leading payroll technologies and access globally to non-card-based rails. Our acquisition of MineralTree last October provided us with a leading cloud SaaS accounts payable business, which grew 30% in the second quarter and is now operating at EBITDA breakeven ahead of plan. We've been on the lookout for an accounts receivables business corollary to complete our B2B go-to-market offerings. We believe that EVO now provides that missing link. Cameron will provide more details on the tremendous value creation opportunity in combining EVO with Global Payments. But let me start by expressing how delighted I am to welcome EVO team members to Global Payments. The transaction is expected to close no later than the first quarter of 2023, subject to regulatory and, of course, EVO shareholder approvals. Second, we are thrilled to announce Silver Lake, the global leader in technology investing, has committed a $1.5 billion strategic investment in Global Payments in the form of convertible unsecured senior notes. As an expression of their confidence in our long-term leadership role in digital payments and sustainability of our growth, this amount is by far the largest commitment in Silver Lake's long distinguished history. Silver Lake has an outstanding track record of successful investments in technology-driven companies, and we are humbled by their confidence in us as the winner in the digital payments ecosystem over the cycle. This new partnership serves as further proof of the distinctiveness of our model, wisdom of our strategy and position as a leading driver and beneficiary of innovation in payments. A senior partner from Silver Lake will join the Global Payments Board of Directors. We are very proud of the company that we keep. Third, we reached a definitive agreement to sell NetSpend's consumer portfolio to Searchlight Capital and Rev Worldwide for $1 billion to further align our businesses with our strategy while simultaneously enhancing our organic growth and margin characteristics. As we said at the time, we announced the strategic review in February, NetSpend's direct-to-consumer portfolio is an attractive set of solutions with a favorable profile, but there is limited overlap between its customer base and our traditional corporate clients. As expected, we will retain Netspend's B2B assets, which delivered strong mid-teens normalized growth in the second quarter and will be included in our Issuer Solutions segment beginning with our third quarter. We're very proud of all that our value team members in NetSpend have accomplished as part of Global Payments, and we have every confidence this business is well positioned for the future under new ownership. We expect this transaction to close by the end of the first quarter of 2023, subject to regulatory approvals. The completion of these important transactions provides us with heightened confidence in the raised cycle guidance for revenue, margin and earnings that we provided at our investor conference last September. Post the acquisition of EVO and NetSpend sale, Merchant Solutions will then represent approximately 75% of our adjusted net revenue with Issuer Solutions, including Netspend's B2B assets, comprising roughly 25%. The future is indeed bright.

Thanks, Jeff, and good morning, everyone. Our acquisition of EVO aligns perfectly with our overarching strategy, reinforcing our position as the preeminent payments technology company with extensive scale and unmatched global reach. EVO furthers our technology-enabled distribution strategy and integrated payments while significantly enhancing our B2B software and payment solutions. The transaction also expands our exposure to additional faster-growth geographies overseas and provides greater scale in North America and markets in Europe in which we already operate. As a combined company, we are uniquely positioned to deliver an unmatched suite of distinctive software and payment solutions to our combined customer base of more than 4.5 million merchant locations and over 1,500 financial institutions globally. Today, EVO has over 1,500 technology partners and integrations globally that complement our over 6,000 ISV partners across 70-plus vertical markets. We see significant opportunity to bring further value to EVO's relationships by leveraging our extensive distribution platforms and product portfolio as well as our unique partner integration capabilities. EVO also provides additional avenues for us to distribute our commerce enablement solutions and vertical market software offerings, including our leading point-of-sale software targeted at the restaurant and retail vertical markets. For example, we are already bringing our Vital POS solutions to key international markets where we overlap with EVO, including the U.K., Spain and Central Europe later this year. Additionally, we will be able to capitalize on the distinctive capabilities of our unified commerce platform to provide EVO's enterprise customers with multinational e-commerce and omnichannel solutions, seamlessly blending their physical and virtual requirements across markets and geographies. With our physical presence in over 40 countries globally and the ability to transact in over 170 virtually, we are uniquely positioned to significantly expand EVO's value proposition to its existing multinational customers. EVO's accounts receivable automation software and B2B payment solutions augment our existing accounts payable automation and other B2B capabilities, further rounding out our full suite of B2B offerings. Importantly, EVO brings us extensive proprietary integrations to some of the most widely used ERP environments in the market through its Pay Fabric platform, including SAP, Microsoft, Oracle, Acumatica and Sage. These integrations are critical to delivering the frictionless automation necessary to improve process efficiency and costs for buyers and suppliers. Together with EVO, we have an unparalleled array of products and solutions that address the business spend management needs of buyers, suppliers and employers, better positioning us to gain share in the B2B market with a vast TAM in excess of $125 trillion annually. Finally, EVO expands our presence in new and attractive geographies with strong secular growth trends including Poland, Greece and Chile and increases our scale in a number of our existing markets, including the U.S., Mexico, the U.K., Ireland, Spain and the Czech Republic, many of which also have strong underlying growth fundamentals. In total, EVO has a presence in 12 countries globally and leverages distribution relationships with 15 financial institutions, creating additional opportunities for us to cross-sell our leading cloud-based issuer solutions, which can be delivered around the world through our collaboration with AWS. Since our merger with TSYS, we have demonstrated that there are significant opportunities to deliver differentiated solutions and drive transaction optimization by marrying, issuing and acquiring capabilities, particularly in Europe, EVO's largest region. The partnerships we have achieved with Caixabank and Virgin Money are marquee examples. Putting it all together, the acquisition of EVO is highly complementary to our strategy and significantly increases scale in our business globally. As I've discussed already, we see meaningful opportunities to enhance revenue through this partnership, further catalyzing the growth prospects in our Merchant Solutions business worldwide. Further, we also expect substantial cost synergies primarily from aligning our business operations and go-to-market strategies, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies. Combined, we expect to generate run rate EBITDA synergies of at least $125 million within 2 years post-closing of the transaction. As Jeff noted, the acquisition of EVO presents a significant value creation opportunity while further advancing our strategy to deliver differentiated technology and payment solutions to customers across the most attractive markets worldwide. We look forward to welcoming EVO and its team members to Global Payments.

Thank you, Cameron. We are pleased with our strong financial performance in the second quarter, which surpassed our expectations despite ongoing macro concerns, the exit from our Russian business, and additional challenges from unfavorable foreign currency exchange rates. We achieved adjusted net revenue of $2.06 billion, marking a 6% increase from the previous year and an 8% growth on a constant currency basis. Excluding the NetSpend consumer assets, now classified as available for sale, adjusted net revenue grew by 11% on a constant currency basis. Adjusted operating income rose by 14% on a constant currency basis and 17% when excluding NetSpend consumer assets. The adjusted operating margin for the quarter was 43.8%, a 200 basis point improvement from the second quarter of 2021, or about 250 basis points when excluding the effects of acquisitions. Without the NetSpend consumer assets, the adjusted operating margin stood at 45.3%. As a result, the adjusted earnings per share were $2.36, which is a 16% increase from the previous year and 19% on a constant currency basis. Looking at our performance by segment, Merchant Solutions achieved adjusted net revenue of $1.43 billion for the second quarter, reflecting an 11% improvement from the prior year, or a 14% increase on a constant currency basis, surpassing our expectations despite exiting the Russian market. Additionally, we achieved an adjusted operating margin of 50.2% in this segment, an increase of 170 basis points year-over-year. Our combined U.S. payments, payroll, and integrated business had another strong quarter, with significant performance from our integrated channel, which again reported mid-teens growth. We continue to see robust momentum in our POS software solutions, which grew approximately 40% this quarter, along with a 20% growth in our HCM and payroll business. Our global e-commerce and omnichannel business recorded constant currency growth in the mid-teens this quarter, significantly ahead of the trends reported by the networks, as our unified commerce platform continues to engage customers effectively. We are pleased to announce the expansion of our acquiring relationship with Google across UCP to North America, following our successful launch in Asia Pacific late last year. This quarter, we also established new omnichannel partnerships with the multinational retailer Aldo and the global hospitality company Delaware North. In terms of our vertical market solution, we were happy to see that the overall portfolio achieved 20% revenue growth compared to the prior year, with strong bookings trends across the portfolio. We continue to see excellent performance in AdvancedMD and TouchNet, with the latter achieving record sales for the first half of 2022. Furthermore, Xenial experienced strong bookings momentum, driven by increased demand for our kiosk and mobile solutions from food service management clients and new contracts with the Winnipeg Jets’ Canadian Life Center and Ole Miss University in the events and stadium sector. We also observed accelerated local currency growth in our international businesses this quarter, particularly strong in the U.K., Spain, and Central Europe. I'm excited to share that we recently finalized our merchant referral relationship with Virgin Money, marking a significant milestone in our strategic alliance that combines issuing and acquiring capabilities. Our Issuer Solutions business reported $459 million in adjusted net revenue, a 6% improvement on a constant currency basis from the second quarter of 2021, staying in line with our expectations and long-term growth target for this segment. The issuer adjusted operating margin of 43.5% increased by 60 basis points, excluding the impact of MineralTree. On a reported basis, it decreased by 40 basis points from the previous year. Our transaction and account on file revenue growth saw low double digits, accelerating from mid-single-digit growth in the first quarter. Notably, commercial card volumes rose nearly 35%, with growth improving throughout the period. We also converted the GAAP portfolio of around 13 million accounts that were acquired by our long-time partner, Barclays, late last year. During the quarter, we signed long-term contract extensions with multiple clients, including Carrefour in Brazil after its acquisition of Grupo BIG's portfolio in the region. More recently, we agreed to a long-term deal with another major retailer in South America, SyncOnSet, to enter the Chilean market. Following these announcements, we are making today regarding our acquisition of EVO, we delivered $432 million of adjusted free cash flow for the quarter and continue to target converting roughly 100% of adjusted earnings into adjusted free cash flow for the entire year. We invested $168 million in capital expenditures during the quarter, expecting around $600 million in capital expenditures for 2022, consistent with our prior outlook. In terms of capital allocation, we repurchased over 4.5 million of our shares this quarter for about $600 million. Our balance sheet remains very healthy, ending the period with approximately $2.5 billion in liquidity and a net debt leverage of 2.9x. As Jeff and Cameron detailed, we have entered into a definitive agreement to acquire EVO Payments for $34 per share in cash, equating to an enterprise value of roughly $4 billion. Silver Lake will invest $1.5 billion in Global Payments through privately placed convertible senior notes, which will help fund this acquisition along with our committed bridge facility from our banks. The convertible note will have a cash coupon of 1%, a term of 7 years, and a conversion price of $140.66. Additionally, we plan to execute a call spread overlay to considerably increase the effective conversion premium, as is customary with convertible instruments. We are thrilled to welcome Silver Lake as a new partner, and their investment highlights their long-term commitment and confidence in the opportunities ahead for Global Payments. Furthermore, we have signed a definitive agreement to sell NetSpend's consumer assets to Searchlight Capital and Rev Worldwide for $1 billion, which is expected to close by the end of the first quarter of 2023. After both transactions, we anticipate our net leverage to be about 3.9x at closing. We expect our leverage to return to current levels by the end of the calendar year 2023, showcasing the substantial free cash flow generation we discussed at our investor conference last September. We anticipate maintaining our current investment-grade ratings. Looking ahead to 2022, we remain optimistic about the underlying trends in our business, and our outlook for the year stays consistent, excluding impacts from foreign exchange and mergers and acquisitions. On a constant currency basis, we expect full-year adjusted net revenue before dispositions to fall within the range of $8.48 billion to $8.55 billion, reflecting a growth of 10% to 11% over 2021, consistent with our previous outlook from our May call. Adjusted earnings per share on a constant currency basis are expected to be in the range of $9.53 to $9.75, indicating growth of 17% to 20% compared to 2021, also consistent with our earlier outlook. We are raising our expectations for adjusted operating margin expansion to up to 150 basis points, an increase from our earlier outlook of up to 125 basis points. On a reported basis, we now anticipate foreign currency to be an additional headwind of over 100 basis points for the remainder of 2022, bringing the cumulative impact to 200 to 250 basis points for the year. Additionally, we are reclassifying NetSpend’s consumer assets as held for sale due to our decision to sell the business, and consequently, removing it from our outlook for the rest of the year. Effective July 1, we have moved NetSpend's core B2B assets to our Issuer segment to further enhance our leading B2B businesses. In light of the incremental adverse foreign exchange headwinds, the reclassification of NetSpend's consumer assets to held for sale, and the exit from our Russian business, we now expect to report adjusted net revenue in a range of $7.9 billion to $8 billion for calendar 2022. We continue to expect adjusted earnings per share in the range of $9.45 to $9.67 for 2022, which includes an expected impact of approximately $0.11 from the additional adverse foreign currency exchange rates since May. We are maintaining the same guidance range relative to our original 2022 outlook while absorbing additional currency headwinds and the exit from Russia, although we anticipate being toward the lower end for those reasons. This adjusted earnings per share outlook accounts for an ongoing recovery from the pandemic and a stable macroeconomy for the rest of the year. Based on our presentation today, we believe the acquisition of EVO and the sale of NetSpend's consumer assets will help us achieve the goals set at our September 2021 Investor Conference. We raised our cycle guidance then to double-digit top-line growth and high teens to 20% adjusted earnings per share growth. Upon closing these two transactions, our merchant business will account for 75% of our company, while Issuer Solutions, including the NetSpend B2B assets, will represent 25%. This strategic mix shift gives us increased confidence in meeting our elevated financial targets over the cycle. At full run rate synergies from the EVO acquisition, we expect the combined outcome of acquiring EVO and divesting NetSpend's consumer assets to be roughly neutral to adjusted earnings per share. Essentially, we have exchanged NetSpend's consumer assets for EVO, aligning with our strategy and core customer focus, while also enhancing the growth potential of our issuer business by retaining NetSpend’s valuable B2B operations. I will now turn the call back over to Jeff.

Thanks, Josh. We effectively previewed the new Global Payments at our investor conference this past September. In those 3-plus hours and 70-plus pages, the 4 key pillars of our go-forward strategy were set forth in detail. Software, owned and partner; omnichannel dominance, exposure to faster growth markets and B2B at scale. I think it's clear now with today's announcements why we are keen then to raise our cycle guidance. We have 2 primary businesses going forward, each of which is growing at attractive rates with enhanced margin characteristics. Organic and of course, inorganic opportunities in each abound with further runway for ample growth. Upon the closings of these transactions, we expect to derive 3/4 of our adjusted net revenue from merchant and 1/4 from issuer and B2B. We have multiple levers in each segment to continue to gain share over the cycle, a simpler model, more geared toward our corporate customers with enhanced growth and margin prospects. In what better way to evidence that confidence in our strategy and the durability of our growth prospects than to have the honor of Silver Lake as part of these plans. As we highlighted repeatedly last September, Global Payments is well positioned to maintain and enhance its disruptive path as a partner of choice across our markets.

Thanks, Jeff. Operator, we will now go to questions.

Congratulations on all your achievements. I want to begin by discussing the strategic direction of the combined businesses now that we have simplified things without the NetSpend segment. Historically, your strategy has focused heavily on software, growing through acquisitions and partnerships. I know EVO has a strong international track record with various joint ventures. Could you elaborate on what the focus of the business will be moving forward? Will it involve both strategies, or do you foresee a greater emphasis on one over the other regarding international expansion and joint ventures, ideally leveraging that expertise?

Well, Darrin, it's Jeff. I'll start, and I'll ask Cameron to comment, too. So I would say our outlook on M&A and our target and our pipeline really hasn't changed. We look at, as you said, vertical market software companies, but we've always looked for new geographies and deeper penetration to existing attractive markets concurrently. So as we said in our prepared remarks, doing that and managing our balance sheet effectively are not mutually exclusive. The other nice thing about kind of where we are is that we deliver fast enough. So if you close early in '23, we're actually back at the same leverage ratio by December '23, that we are sitting here in August of '22. So we have a ton of financial firepower. I'd also add that we'd be buying back stock between now and then, too. So we have plenty of capability and flexibility to affect our strategies. But no, it doesn't really change our priorities. We'll continue to look at software companies will continue to look at new geographies. We'll continue to look at further penetration of existing geographies. It just so happens that EVO fits on many of the things that I just outlined. Cameron, do you want to add anything?

Yes, Darrin, it's Cameron. I'll just add a few things. One, if you think about EVO through the lens of our strategy, I'd say, first and foremost, roughly 40% of the business today is technology-enabled. So very much aligned with our view around driving growth in our business through enablement of technology around the globe with software as the leader in that overarching strategy is the first point I would make. The second is a key element of our strategy is having exposure to faster growth markets around the world that help to drive top line rates of growth that are superior but also gives us an opportunity to bring new technologies to those markets to drive, again, even better rates of growth in markets with strong secular growth trend. And clearly, EVO fits the bill from that perspective as well. And then I would say, third, it does bring us software, particularly in the B2B space, AR automation software and B2B payments capabilities that nicely augment what we already have and allow us to continue to build out a technology-enabled distribution strategy around B2B payments. So it aligns very nicely with the B2C technology-enabled strategy we've been building for many years. So I think EVO in totality really complements many aspects of our strategy today and aligned very nicely with the business we've been trying to build over the last decade.

That's really helpful. Just as my follow-up, I just want to hone in on the B2B strategy now. This obviously does give you a lot more assets and connectivity with ERP systems for the B2B. So if you could just characterize what you see as the real differentiating way you're going to go to market from a B2B standpoint and really what that can contribute to the business medium to longer term, that would be great.

Yes. Darrin, it's Jeff. Great question, I'll start and I'll ask Cameron to comment again, too. So first, let me compliment Jim and EVO for building just an absolutely rock-solid and terrific business overall, but specifically in light of your question on B2B business. So we are extremely impressed during our diligence with the team and the culture of EVO, but for these purposes in particular, the B2B assets. So if you back up, Darrin, to MineralTree, which we closed last October, we were looking for an accounts receivable software business to complement the MineralTree accounts payable business, which, as I mentioned in my prepared remarks, is running ahead of schedule on breakeven. I think 30%, as Ry said, year-over-year in the quarter just ended June. So we couldn't be more pleased with that. If you think about where we're positioned post TSYS, now post MineralTree, post EVO, so when it ultimately closes, we think we have among the most complete at scale worldwide B2B businesses of anybody out there. But I mean probably something like 2/3 $1 billion of revenue coming from B2B, and we're doing it profitably with commercial card, virtual card issuance were TSYS that's $50 million of those a year, and I think $30 billion of volume pay card. And the other thing we said today is we were successful in not just investing in NetSpend's consumer assets, but also in retaining NetSpend's B2B assets. So Paycard, EWA parts of those not as I said, effective July 1, we'll have now moved over to issuer to the issuer segment. So I think Jim and EVO really bring us the missing link, as I said, which is we have our own receivables businesses, but we don't have the native integrations and ERP that Jen is so smartly built over the last period of time. And in combination with middle trend everything else we have, I really think positions us distinctively.

Yes. Darrin, it's Cameron. Maybe just a couple of other tactical points. I can't really emphasize enough the value proposition associated with the proprietary ERP integrations and how that will accelerate our B2B strategy. We're very successful at selling B2B acceptance today without those integrations. With those integrations and the accompanying AR software, I think our go-to-market strategy around B2B payment acceptance is meaningfully accelerated, and we're very excited about that. Secondly, and this goes back to a couple of my comments back at the investor conference, when we're able to integrate full AP automation with money in, money out solutions to Jeff's point earlier, we have a comprehensive, complete sort of B2B payment offering we can bring largely to the mid-market and going up to the enterprise market. I don't think anyone else in the industry can really touch. So I think it really does highly complement what it is we're trying to do as a go-to-market strategy from B2B with the integrations again being a key emphasis of the value proposition that EVO brings to Global Payments.

I guess my question is just why now? Obviously, EVO and GPN have been very familiar with each other, both you guys are in the Atlanta headquarters, and obviously, Jim was a former executive at GPN. So just thinking about the timing of this deal and how it came about the GPN approach EVO?

Yes, Bryan, it's Jeff. I'll start. There's a lot more to come from Jim when they file their proxies, so I don't want to jump ahead of that. But from my perspective, I've been working on this for quite some time. I mentioned before regarding the TSYS merger that I spent 20 years trying to get that done across two different careers. Perhaps I'm just slow in my efforts to finalize things. Yet, it's not for a lack of trying; it may just be a lack of success. We've known, as you've pointed out, the management team and especially Jim, at EVO. They have been a valued customer of ours for a long time. I've been at Global for 12.5 years and the duration of that customer relationship is significant. We truly couldn't ask for better partners than them or a stronger leadership team than what Jim has brought together. As Cameron mentioned, we are focused on our strategy in the tech-enabled sector, particularly in response to Darrin's question about the B2B side. We've been working on this initiative for a while, and the timing has finally aligned for Jim, EVO, and Global. We believe now is the perfect time to move forward, and I'll explain why. We believe our projections for this business reflect the current macroeconomic and foreign exchange environment, as seen in the terms we announced today. At 30 dollars a share, we're paying roughly 10 times the calendar '23 EBITDA with all synergies included. By comparison, previous deals have gone for 11x and 12x. As a strategic buyer, we believe our synergies will remain consistent regardless of the macroeconomic climate. Ultimately, I'm pleased that we at Global Payments have been working towards this for many years and that we've finally made it happen. I'm happy to say that both teams have come together well. We've been partners for an extended period and are thrilled to announce this today.

And Bryan, it's Cameron. I'll just add one other point to that, which is, look, we're about to reach the third anniversary of our merger with TSYS. So the timing is right for us as well. We're ready to take this on as an integration matter. Our teams are excited about the opportunity, particularly what it does to our European business. Essentially, we'll have roughly $1 billion European business now going forward and obviously, the scale and additional capabilities it brings to us in markets like the U.S., Mexico, U.K., where we also have large businesses today. I think the team is delighted to have the opportunity. So the timing works for us well as an execution matter.

No, it's an exciting combination. Let me just ask one quick follow-up on the results. On Merchant Solutions, I noticed point-of-sale software growth up 40% year-over-year. Can you talk a little bit about the competitive landscape there? And if you guys are gaining share there because sometimes, I don't know if that business gets high in enough that you guys seem to be doing quite well in the point-of-sale software.

Yes, Bryan, it's Cameron. I'll maybe start and ask Jeff to chime in if you'd like to have anything else. I think we have very competitive market-leading offerings in the POS software space. We're really delighted with the progress we've made in that business. That 40% growth rate in the quarter is probably off of 50% to 60% last year. So we continue to scale that business nicely with our full suite of kind of retail and restaurant POS capabilities that stem from, again, all the way down to the very small end of the market up to the higher end of the mid-market, even into the low enterprise space with the capabilities that we have. We also launched this quarter, what we call our retail and restaurant Essentials Package, which we're really excited about because it basically brings some of the vertical fluency that exists in the upper end of the market that we have with our retail and restaurant product today, down to the lower end of the market. So they get the benefits of verticalization, but a simpler solution that they can grow and scale with over time into our core retail and restaurant offering. And I think that's going to drive even additional tailwinds in our POS business going forward. So look, we think we're very well positioned in the competitive landscape. Obviously, it's a landscape that has a lot of intense competitors and quality products that we have to compete against ourselves. But I think our distribution capabilities, the scale we have in the business, the feature functionality we're able to bring to retail and restaurant customers, coupled with the service offerings that we have I think, really positions us well to continue to grow nicely in that space, and it will be a tailwind for the overall business going forward. And the last thing I would say is somewhat unique about us is our ability to bring those capabilities to markets outside of the U.S. I talked about that in my prepared remarks, but we're bringing a lot of our POS software solutions into Canada, the U.K., Central Europe, Spain, and we'll look to do that further in EVO markets as well, driving further distinction and differentiation in those international markets, again, creating more tailwinds for growth in our overall POS opportunities.

I have a couple of questions regarding the numbers. Firstly, does the $125 million in synergies all contribute to the EBIT line? Additionally, can you explain what revenue and expense synergies are included in this figure?

Yes, Dave, it's Cameron. I'll start there, and I'll ask Josh to jump in as well with any other comments he'd like to add. So I would say, first and foremost, yes, we talked about the EBITDA synergies being $125 million that will flow through to EBIT. There's no sort of acute gains being played around D&A. Those are all EBIT savings as well as EBITDA savings for the business. Look, there's a lot of opportunities on the revenue side. I talked about this extensively in the script, I think overlaying our vast distribution capabilities with EVO's business is very attractive. The ability to bring our commerce enablement solution, vertical market software POS capabilities into EVO's existing base of customers I think is very attractive, cross-selling UCP to EVO's enterprise customers for multinational acquiring, I think, is an attractive opportunity. And of course, EVO's B2B solutions and what that does to our own B2B strategy and go-to-market positioning is incredibly attractive as a revenue growth matter. And then, of course, there's a significant amount of overlap in our businesses. So when we look at an opportunity like EVO, there are obviously synergy opportunities in aligning go-to-market strategies in harmonizing our sales and distribution platforms. Clearly, technology will be a significant source of synergy benefits as we put the 2 businesses together, the operating environment, the customer service environments, the ability to leverage our captive offshore in the Philippines and some of what we've been able to do from a servicing perspective to gain scale. I think all of that drives a significant amount of synergy opportunity in the deal. I would say that our levels are at or more attractive even than we've seen in the Heartland transaction and the TSYS transaction historically. So we feel very good about the number. I have a lot of confidence in our ability to deliver it over the 2-year time horizon we outlined in the call earlier today and are anxious to get started.

And then just a second one on numbers. It looked to us like both revenue and EPS guidance were raised a bit and I think that seems like it still has to include the NetSpend numbers in it. I know you said discontinued ops, but does the guidance still include net spend for the rest of this year?

Yes. So what I would say, look, on a constant currency basis, our guide hasn't changed. Our expected growth is still 10% to 11%, which is consistent with our prior outlook. We expect full year adjusted net revenue before dispositions to be $8.48 billion to $8.55 billion, which I commented on in my prepared remarks, after removing the Russia merchant business as well as the second half figures for B and C consumer, we estimate that constant currency revenue would be approximately $8.08 billion to $8.15 billion, and then further, if we adjust to include 200 to 250 basis points of FX headwind for the year, we expect reported revenue to be in the range of $7.9 billion to $8 billion for calendar year 2022, which I mentioned in my prepared remarks, that you can see in our Schedule of our press release.

Yes, Dave, it's Jeff. I would just add, our reported earnings that we expect to report, we essentially kept the original range, to be honest, although we stressed, we probably would be toward the lower end in light of the things that Josh mentioned. But the way to think about it, Dave, I think, is, I think you're right from an earnings point of view because we're getting to the original range that we guided to in February, Dave, and we're absorbing just another $0.11 just from May to today and it was probably another $0.05 or $0.10 or whatever the math was in the first quarter, Dave. So I would say the way I look at it on earnings, in particular, is what you said, which is we're taking actions, which is why, Dave, the margin is up. So we've raised for the second quarter in a row our margin expectations. So Josh laid out the revenue formulation, but certainly from a reported earnings formulation, Dave, we're essentially absorbing all the FX. We're absorbing Russia, and yet we're still in the same range from February.

Yes. That's clear.

I can tell you as a management team, Dave, I view that as raising it, but you can have your own conclusion.

I had a question on the merchant segment. Margins outperformed our model quite a bit, and yields did as well. Maybe you could take both of those things and sequence and talk about the drivers of margin expansion in the quarter, the sustainability of those drivers as well as what we should expect for yields as we move through the back half of the year?

Ramsey, it's Cameron. I'll start and ask Jeff or Josh to jump in with any other additional commentary. So I would say a couple of things on the margin front. Obviously, I think it reflects continued very strong execution of the business. I'm really proud of our teams around the globe. We've been able to continue to drive, I think, higher levels of incremental margin in the business, which has created an overall tailwind, I think, for margin expansion. I think the second thing we've seen is recovery in markets that have slightly lower margin profiles that have been a nice tailwind to margin expansion as well. Asia Pacific is a good example of that. It grew double digits on a constant currency basis, again this quarter. Obviously, the Asia Pacific region continues to struggle with COVID, but we do see some tailwinds to growth there, which I think creates some overall tailwinds to growth in margin overall. And I would say, lastly, to your question around yields, I think it continues to be a bit of a mix conversation. As our vertical market businesses continue to recover, you'll see that the yield has drifted up a little bit. That's what we forecasted previously, and I think we commented on the fact that we would anticipate that having as we work through 2022. So I think if you look at the business today, excluding Russia, we grew the top line. On a constant currency basis, about 15%, volume grew about 15%. So that delta between revenue growth and volume was really negligible, showing kind of a better yield environment, some of that due to overall mix in the business, some of it due to vertical markets recovering or continuing to recover to some degree as well.

And a follow-up for me. Can you comment on what you're seeing sort of most recently in your kind of quarter-to-date volumes? And just also give us your thoughts on the potential for recessionary impact on numbers? Are you seeing any signs of consumer spending weakening and what you're seeing in your own book? Or what is your view there?

Sure, Ramsey, I'll start again. It's Cameron. I think July continues to trend in line with our expectations, relatively consistent, I would say, with what we've seen in June and May sort of time frame. I think the consumer continues to be in a relatively healthy place like you, and I'm sure everyone else on the phone, we watch that very, very closely. But we continue to see, I'd say, good volume trends in the business, very stable, very consistent with what we'd expect. No real sign sitting here today of any material weakness kind of on the consumer front. I think we're still in this period. Obviously, there's a lot of activity during the summer months. I think there's been a lot of pent-up demand for consumers to get out and about and engage more in experiences and maybe less so in goods. And we'll see how that trends kind of through the balance of the year given the overall macro environment we're operating in. But I think we continue to be relatively I'd say comfortable with how we see volumes progressing through July relative to our expectations.

Yes. Ramsey, it's Jeff. I'd say the same thing is true on the issuing side. We continue to see really strong volumes in issuing in July. We see really good commercial card. I think we actually disclosed it in the slide, a 35% commercial card growth in the second quarter and look for those of us, and I would say those trends and expectations are very similar to what you heard out of Visa, Mastercard, Pfizer last week. So really pleased with Live, where we are. I've been on the road. The last kind of couple of months in the U.S., in Canada, in the U.K., twice by the way, and in Continental Europe. And let's be honest, the airports, the restaurants, the hotels, the streets are packed. So you don't even need me to tell you that things are in a healthy place.

Congratulations on the acquisition of EVO. You've got a good asset and back together with there, Jeff. Good to see. Just on MineralTree, I guess maybe a follow-up on the B2B business. You called out 30% growth on MineralTree and now that you have the AR assets as well. First of all, is that 30% organic? And what are you seeing you've been able to cross-sell MineralTree into your commercial card customer base?

Yes, Bob, it's Jeff. I'll start. It's a great question. So yes, the 30% in MineralTree is comparable year-over-year. So that's an organic revenue comparison. As I mentioned in my prepared remarks, it's also now at EBITDA breakeven, which we've been able to grow the revenue substantially while significantly improving the profitability. So no surprise to you on your second question that one of our targets is a revenue synergy matter. When we did MineralTree, the target was to cross-sell that into what's now post-EVO 1,500 FIs, but like 1,300 or whatever, 1350, whatever the math is today. The pipeline is very deep there. We're very pleased about how the business is executing. We actually brought someone at the end of June to whom MineralTree net reports who's running all of our issuer B2B functionality and is terrific and is off to a great start. I'd also say there's a ton of overlap, not just in the FI base but in the merchant base with Cameron's businesses. So no surprise, Bob, that we've been cross-selling into things like the enterprise QSR space. You would imagine that BURGER KING and those types of folks actually procure on. You would think about AdvancedMD, for example, in healthcare, you think about TouchNet in the higher ed and university. Those are all really good targets for cross-selling. So we're very excited about the revenue opportunities in that business. Cameron, you want to add anything?

No, I think I covered that well. The only other comment I would add is, just like we see meaningful opportunities in some of our own software businesses, we see a lot of opportunities with our partners as well, sort of working to integrate MineralTree into their existing software suite of solutions across the 6,000 ISV partners that we work with today. So meaningful cross-sell opportunities. I think when we can marry that with AR software as well, that's going to open up even more doors for us and provide more opportunities to drive faster rates of growth across the entire B2B channel.

And then a follow-up just on the operating margin expansion, much better than your guidance than what we had expected in an inflationary environment where it should be tougher to do that. I know you just called out, Jeff, great execution, but can you maybe give a little more color on how you’ve been able to expand margins in this environment?

Yes, Bob, it’s a great question. So I would say, in our business, those things are derivatives of revenue growth. So if you look at what we report and what Josh said this morning, if you’re growing like-for-like revenue, and I think excluding NetSpend is something like 11% constant currency revenue growth at NetSpend, a lot of that is going to fall to the bottom line because our business is all about how we generate incremental rates of revenue growth. So it’s not surprising to me that we outperformed, maybe double-digit core revenue growth. The second thing I would say, and Cameron touched on this a minute ago, is our vertical market software businesses. So for a while that pandemic, we were kind of coming into a recovery in those businesses. As we alluded to in our November call last year, and obviously, our February call, Bob, of this year, those have now returned to comparative growth. So there are a tailwind in the merchant segment that Cameron just mentioned, not a headwind. Not surprisingly, Bob, software businesses come in at a high margin. So our ability to really capitalize on the rates of rebound, I think it was something like 20% or thereabout growth in the second quarter for a brutal market software business in aggregate. Now, you talk about rule of kind of fording in software, we’ll probably rule up 50 and in some cases, well at 60. So not surprising a lot of that stuff is going to drop to the bottom line.

Yes, Bob. The only thing I would add to that is that we’ve always been highly, highly focused on profitable growth in our business. We don’t give our solutions away for nothing. We believe in the value proposition that we deliver to our customers. More and more, we’re leading with technology, obviously, which drives higher margins in the business and better outcomes. And I think there’s really no better representation of that between the alignment of volume growth we see in the business and top line revenue growth. Obviously, we continue to focus very heavily on driving profitable growth in the business and margin expansion is one of the core elements that we’re highlighting as a management team.

Congratulations on the numbers and the transactions. I wanted to Yes, makes a lot of sense. I want to ask about NetSpend's B2B exposure. Jeff, you mentioned in your prepared remarks about Pay card. But can you remind us what that does and roughly the size of it, if you have it?

Yes, Jamie. As Paul mentioned when we announced our strategic review in February, it's about $100 million to $110 million in revenue. In the schedules we produced today, specifically in schedule 2, we provided supplemental pro forma information regarding this. You can see the breakdown of revenue from the Pay card and B2B segments of NetSpend, as well as how that looks without those included. Based on my review of those schedules, I can confirm that it’s approximately $100 million to $110 million in annual revenue for that business, primarily driven by the Pay card, but it also includes earn wage access and some banking as a service components. As noted in my prepared remarks, this segment saw mid-teens growth on a normalized basis in the second quarter. I mention normalization because there were some stimulus effects from the previous year that influenced this quarter, including ongoing signals from the federal government. However, the growth rate remains in the mid-teens. This growth naturally aligns with our assets in issuer B2B, such as virtual cards and commercial cards, as well as the assets from Cameron's merchant business and Heartland's payroll operations. Overall, it complements those businesses well.

Got it. My second question is about issuer, which has shown good acceleration. I'm just curious about what the outlook is for the rest of the year in issuer.

Yes. It's Jeff. I'll start, and then I'll turn it over to Josh. So as I said in my prepared remarks, Jamie, right on track with what we expected. Ex-MineralTree, it was 4% constant currency growth, which is what we're tracking, obviously, with MineralTree, we printed 6. So super happy about where it came out. We think we're on a really good track there. As I said last quarter, we have a record pipeline accounts on file and transactions and commercial all accelerated in the second quarter. And based on what we said about volumes and everything else, I think you're going to see that in the third quarter, too, relative to the second quarter. Josh, want to give a little more color on the rest of the year?

Yes, Jamie. If we look back at the first quarter, excluding MineralTree, we experienced a margin expansion of 50 basis points. In the second quarter, we noted a margin expansion of 60 basis points, again excluding MineralTree. We anticipate continued margin expansion in the latter half of the year, driven by strong operating leverage and effective expense management. We expect this trend to accelerate. Additionally, building on Jeff's point about operating leverage, we have observed a significant improvement in revenue from the first to the second quarter, which we believe will persist into the third and fourth quarters, further enhancing our margins.

And Jamie, I would just say in terms of outlook for that business, and I think Josh is exactly right about what we're managing to, most of my trips, especially overseas and outside the U.S. to Canada and to Europe, were with FIs on the issuing side, Jamie, and also obviously, with some of the fintechs on the AWS side. Look, I would say our strategy there is exactly right. The cloud sells, AWS sells, we were worried we first started this, to say, hey, look, what's the path for regulated institutions to move to the cloud. That might have been true 3 years ago when we first started this. I can tell you that's not true now. So now we have a record pipeline, but kind of the shadow pipeline, which is my view as to what the receptivity and where we are has really never been better. So we're in a fortunate position to have an abundance of opportunities. We obviously need to wrestle to the ground and bring those to fruition. But I think the future for that business, particularly the B2B assets in it is really bright. Well, thanks, Jamie. On behalf of Global Payments, thank you for joining us this morning.