Global Payments Inc.

Ladies and gentlemen, thank you for standing by. Welcome to the Global Payments second quarter 2022 earnings conference call. At this time, all participants are in a listen-only mode. Later, we will open the lines for questions and answers. If you should require an assistance during this call, please press star then zero. And as a reminder, today's conference will be recorded. At this time, I would like to turn the conference over to your host, Senior Vice President, Investor Relations, Winnie Smith. Please go ahead.

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 filing for 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 file 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 Brady, President and COO, and Josh Whipple, Senior Executive Vice President and CFO. Now, I'll turn the call over to Jeff.

Thanks, Whitney. We welcome Josh Whipple, our new CFO, to the call today. Josh has been a senior leader at our company for seven and a half 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 the 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 TESIS and Global Payments, over the past three 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 mode. 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 and 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, and enhances our scale in existing markets, including Mexico, Spain, and the UK. 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-Artesis 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 break-even ahead of plans. 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 valued 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 SAIL, 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. Cameron?

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. EPO 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 UK, 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 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 propriety 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 cost 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 US, Mexico, the UK, 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 Teasys, 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 two 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. With that, I will turn the call over to Josh.

Thanks, Cameron. We are pleased with our strong financial performance in the second quarter, which exceeded our expectations despite ongoing macro concerns, the exit of our Russian business, and incremental headwinds from adverse foreign currency exchange rates. Specifically, we delivered adjusted net revenue of $2.06 billion, an increase of 6% from the prior year and 8% growth on a constant currency basis, excluding the net spend consumer assets which will now be held as available for sale, adjusted net revenue grew 11% on a constant currency basis. Adjusted operating income increased 14% on a constant currency basis, and 17% excluding net spend consumer assets. Adjusted operating margin for the quarter was 43.8%, a 200 basis point improvement from the second quarter of 2021, or approximately 250 basis points excluding the impact of acquisitions. Excluding the net spend consumer assets, adjusted operating margin was 45.3%. The net result was adjusted earnings per share of $2.36, an increase of 16% from the prior year, or 19% on a constant currency basis. Taking a closer look at our performance by segment, Merchant Solutions achieved adjusted net revenue of $1.43 billion for the second quarter, an 11% improvement from the prior year, or 14% on a constant currency basis, ahead of our expectations despite our exit from our Russian business in the quarter. Notably, we delivered an adjusted operating margin of 50.2% in this segment. an increase of 170 basis points year-on-year. Our combined U.S. payments and payroll and integrated business delivered another strong quarter, led by our integrated channel, which again reported mid-teens growth. We also continue to see strong momentum in our POS software solutions, which grew roughly 40 percent this quarter, and our HCM and payroll business, which grew 20 percent. Our worldwide e-commerce and omnichannel business delivered constant currency growth in the mid-teens this quarter, well ahead of the trends reported by the networks, as our unified commerce platform continues to resonate with customers. To that end, we are excited that we have now expanded our acquiring relationship with Google across UCP to North America following the success of our launch in Asia Pacific late last year. This quarter, we also signed new omnichannel partnerships with multinational retailer Aldo and global hospitality company Delaware North. As for our vertical market solution, we were pleased that the overall portfolio delivered 20% revenue growth compared to the prior year, and bookings trends remain strong across the portfolio. We continue to see strong performance in Advanced MD and TouchNet. the latter of which produced record new sales for the first half of 2022. Further, Xenial continued to realize strong bookings momentum, including increased demand for our kiosks and mobile offerings from food service management customers and new wins with the Winnipeg Jets Canadian Life Center and Ole Miss University in the events and stadium vertical. We also saw local currency growth accelerate across our international businesses this quarter, with particularly strong results in the UK, Spain, and Central Europe. I'm excited to announce that we recently signed our merchant referral relationship with Virgin Money, achieving a significant milestone in our strategic alliance combining issuing and acquiring capabilities. Our issuer solutions business delivered $459 million in adjusted net revenue, a 6% improvement on a constant currency basis from the second quarter of 2021, consistent with our expectations and long-term growth target for this segment. Issuer adjusted operating margin of 43.5% increased 60 basis points, excluding the impact of mineral trade. On a reported basis, it was down 40 basis points from the prior year. Our transaction and account on file revenue growth grew low double digits, accelerating from the mid single digit growth achieved in the first quarter. Notably, commercial card volumes increased nearly 35% with growth improving throughout the period. We also converted the GAAP portfolio of approximately 13 million accounts. which was purchased by our long-standing partner, Barclays, late last year. During the quarter, we signed long-term contract extensions with multiple clients, including Carrefour in Brazil, following its acquisition of the Grupo Big portfolio in the region. And more recently, we signed a long-term agreement with another market-leading retailer in South America, Cinco Sud, to enter the Chilean market. This will provide further opportunities for our business with today's announcement of our acquisition of Evo. From a cash flow standpoint, we delivered $432 million of adjusted free cash flow for the quarter. And we continue to target converting roughly 100% of adjusted earnings to adjusted free cash flow for the full year. We invested $168 million in capital expenditures during the quarter. and expect roughly $600 million in capital expenditures for 2022, consistent with our prior outlook. On the capital allocation front, we repurchased just over $4.5 million of our shares this quarter for approximately $600 million. Our balance sheet remains extremely healthy, and we ended the period with roughly $2.5 billion of liquidity and leverage of 2.9 times on a net debt basis. As Jeff and Cameron discussed in detail, we have entered a definitive agreement to acquire Evo Payments for $34 per share in cash, representing an enterprise value of approximately $4 billion. Silver Lake will invest $1.5 billion in global payments in the form of privately placed convertible senior notes. The convertible note will have a cash coupon of 1%, a seven-year term, and a conversion price of $140.66. In addition, as is customary with convertible instruments, we expect to execute a call spread overlay to significantly raise the effective conversion premium. We are very excited to have Silver Lake as a new partner, and their investment underscores their long-term commitment and their strong belief in the opportunity ahead for global payments. Additionally, we entered into a definitive agreement to sell NetSpend's consumer assets to Searchlight Capital and REV Worldwide for $1 billion. We also expect the NetSpend transaction to close by the end of the first quarter of 2023. Following both of these transactions, We expect our net leverage to be approximately 3.9 times at close. We expect our leverage by the end of calendar year 2023 to be back to current levels, highlighting the substantial free cash flow generation we discussed at our investor conference last September. We expect to maintain our current investment grade ratings. Turning to the outlook of 2022, we remain encouraged by the underlying trends we are seeing in the business and our outlook for the year remains unchanged, excluding impacts from FX and M&A. On a constant currency basis, we expect full-year adjusted net revenue before dispositions to be in a range of $8.48 billion to $8.55 billion, reflecting growth of 10% to 11% over 2021. This is consistent with our prior outlook from our May call. Adjusted earnings per share on a constant currency basis are expected to be in a range of $9.53 to $9.75, reflecting growth of 17% to 20% over 2021. This is also consistent with our prior outlook. Also, we are raising our expectations for adjusted operating margin expansion to up to 150 basis points, an increase from the prior outlook of up to 125 basis points. On a reported basis, we now expect foreign currency to be in excess of an incremental 100 basis points headwind for the remainder of 2022, bringing the total impact to 200 to 250 basis points for the year. Additionally, We are now reclassifying NetSpend's consumer assets as held for sale in light of our decision to sell the business and therefore removing it from our outlook for the remainder of the year. Also effective July 1, we have moved NetSpend's core B2B assets to our issuer segment as we look to continue to bolster our leading B2B businesses. In combination with incremental adverse FX headwinds, the reclassification of NetSpend's consumer assets to held for sale, and the exit of 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 to report adjusted EPS in the range of $9.45 to $9.67 for 2022, which includes an anticipated roughly 11-cent impact from incremental adverse foreign currency exchange rates since May. We are maintaining the same guidance range relative to our original 2022 outlook as we are absorbing additional currency headwinds and the exit from Russia, albeit we expect to be toward the lower end for those reasons. This adjusted EPS outlook assumes ongoing pandemic recovery and a stable macro economy throughout the remainder of the year. As our slide presentation today indicates, we expect the acquisition of EVO and the sale of NetSpend's consumer assets to help deliver on the goals that we set forth at our September 2021 investor conference. We raised our cycle guidance then to double digit top line growth and high teams to 20% adjusted earnings for share growth. Upon the closing of these two transactions, our merchant business will represent 75% of our company and issuers solutions inclusive of the net spend B2B assets will represent 25%. This intentional mix shift will provide us with enhanced confidence in achieving our raised financial targets over the cycle. At full run rate synergies from the EVO acquisition, we expect the combined result of the purchase of EVO and the disposition of NetSpend's consumer assets to be roughly neutral to adjusted earnings per share. In effect, we have swapped NetSpend's consumer assets for Evo, which is consistent with our strategy and core customer focus. And we've done so while concurrently bolstering the growth prospects of our issuer business by retaining NetSpend's attractive B2B businesses. And with that, I'll 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 three-plus hours and 70-plus pages, the four key pillars of our go-forward strategy were set forth in detail. Software, owned and partnered, omnichannel dominance, exposure to faster growth markets, and B2B at scale. I think it's clear now with today's announcements why we were keen then to raise our cycle guidance. We will have two primary businesses going forward, each of which is growing in 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 three quarters of our adjusted net revenue from merchant and one quarter 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. And what better way evidence the confidence in our strategy and the durability of our growth prospects than to have Otter 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. SLP, the most respected global technology investor, agrees. Winnie?

Thanks, Jeff. Before we begin our question and answer session, I'd like to ask everyone to limit their questions to one with one follow-up to accommodate everyone in the queue. Thank you. Operator, we will now go to questions.

At this time, I would like to remind everyone in order to ask a question, press star and then the number one on your telephone keypad.

Pause for just a moment to compile the Q&A roster. Your first question comes from the line of Darren Peller. Your line is open.

Hey, guys. Good morning and congratulations on all these. Thanks, Darren. Look, I want to start off – hey, guys. I just want to start strategically. When we think about the combination of the businesses now going forward and really much cleaner without that net spent side of the business, you historically had been a very software-led strategy where you would grow with software acquisitions or partnerships. You know, I know Evo has a great track record internationally with different geographies doing JVs. So can you just touch on what you think the focus of the business is going to be going forward now? I mean, is it a little of both or do you see more emphasis being on one versus the other in terms of international reach and JVs and really, you know, dovetailing on that expertise?

Well, Darren, as Jeff also asked Cameron to comment, too. So, I would say our outlook on M&A and our target and our pipeline really hasn't changed. You know, we look at, as you said, vertical markets, 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 Uh, 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. We'll continue to look at new geographies. We'll continue to look at further penetration of existing geographies. It just so happens that EVO fits the bill on many of the things that I just outlined. Cameron, you want to add anything?

Yeah, Darren, 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, you know, 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 that 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 aligns very nicely with the business we've been trying to build over the last decade.

That's really helpful. Guys, 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'd be great. Thanks again, guys.

Yeah, Darren, it's Jeff. Great question. I'll start and I'll ask Cameron to comment, you know, 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 of B2B business. So, we were 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 Darren and 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 we're at 30%, as Rice said. Year over year in the, in the quarter, just end of June. So we couldn't be more pleased with that. If you think about what we're positioned post thesis now, post mental tree, post Evo 2, and it ultimately closes, we think we have among the most complete at scale worldwide businesses of anybody out there. But I mean, probably something like 2 thirds of a billion of revenue coming from B to B, and we're doing it profitably with commercial card virtual card issuance where cases does 50Million of those a year. I think 30Billion of volume. And the other thing we said today is we were successful in not just divesting NetSpend's consumer assets, but also in retaining NetSpend's B2B assets. So Paycard, EWA are parts of those. And those, as I said, effective July 1st will have now moved over. over to the issuer segment. So I think Jim and Ivo 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 in ERP that Jim has so smartly built over the last period of time. And in combination with Middle Tree and everything else we have, I really think positions us distinctively.

Yeah, Darren, it's Cameron. Maybe just a couple other tactical points. And 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 fully our 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 that 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.

That's great, guys. Congrats again. Thank you. Thanks, Darren. Your next question comes from the line of Brian Keene. Your line is open.

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

Yeah, Brian, Jeff, I'll start. So I would say there's obviously a lot more to come from Jim when they file their proxy, so I don't want to jump ahead of that, but I would just say, on my side, look, I've been trying. It took me this long to actually get it over the finish line. As I said, in the context of the thesis merger, Brian, a number of years ago, I tried that one for twenty years, spanning two different careers. So, maybe I'm just kind of a laggard of what I do, and it takes me a long time to get things over the finish line, but certainly it's not, you know, for lack of effort. Maybe it's for lack of accomplishment. But listen, we've known, as you've said, the management team and Jim in particular over at Evo. They've obviously been a customer of ours for a long time. I've been at Global myself 12 and a half years, and obviously been a customer that whole duration and still are. So couldn't have a better partner really than those guys and couldn't have a better leadership team than the one Jim has assembled. And we've obviously, as Cameron said, love what he's done with his strategy on the tech-enabled side, and especially, as we just mentioned, In response to Darren's question, the B2B side. So we've been trying this. It's nice that the stars aligned, you know, from Jim's point of view and Ivo's point of view and mine and global's. I would say as we thought about it, we think that now is a great time to do this, and I'll tell you why. First, we think that our expectations for what this business is going to do reflect the current macroeconomic and FX environment. That's reflected in the terms that we, you know, that we announced today. At $34 a share, we're paying roughly 10 times calendar 23 EBITDA with the synergies, you know, fully loaded into it. Prior deals that we've done and other people have done in the marketplace are at 11 and 12 times just by way of, you know, just by way of comparison. And look, as a strategic buyer for Jim and for us, as a strategic transaction, our synergies don't vary, you know, by the macro, you know, economic climate. We're going to have those synergies kind of in any environment. So I'm really glad at the end of the day that something that certainly I at Global have been pursuing for many years that we were able to bring it to fruition. I would just tell you that the two teams have always gelled well together. We've been partners for a very long period of time. We couldn't be more delighted with our ability to announce this today.

And Brian, it's Cameron, I'll just add 1 other point to that, which is what we're about to reach the 3rd anniversary of our merger with thesis. So the timing's 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 a billion dollar European business now going forward and obviously the scale and additional capabilities that brings to us in. markets like the US, Mexico, UK, where we're also, you know, 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. You know, can you talk a little bit about the competitive landscape there and, you know, if you guys are gaining share there? Because sometimes I don't know if that business gets highlighted enough that you guys seem to be doing quite well in the point of sale software.

Yeah, Brian, 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 POF 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 restaurants 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 position ourselves against. 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 PLS 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 PLS opportunities.

Got it. Congrats on all the announcements. Thanks, Brian. Thanks, Brian.

Your next question comes from the line of Dave Koning. Your line is open.

Oh, yeah. Hey, guys. Thanks so much. Congrats. Thanks, Dave. Yeah, you're welcome. So I guess a couple numbers questions. First of all, is the $125 million of synergies, does that all fall to the EBIT line? And maybe talk to what revenue and expense synergies kind of are in there.

Yeah, Dave, it's Cameron. Good morning. 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 EBITDOT synergies being 125 million. That'll flow through to EBIT. There's no sort of cute games being played around DNA. 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 business is very attractive. The ability to bring our commerce enablement solution, vertical market software, POS capabilities into EVO's existing basic 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's 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 two businesses together. The operating environments, 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 Harlan transaction and the TESAS transaction historically. So we feel very good about the number, have a lot of confidence in our ability to deliver it over the two-year time horizon we outlined in the call earlier today and are anxious to get started.

Great. Thank you for that. 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 net spend 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 you know, our prior outlook. You know, we expect, you know, 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 Russian merchant business, as well as the second half figures, you know, for BNC 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 to 8 billion for calendar year 2022, which I mentioned in my prepared remarks. And that you can see in our Schedule 10 of our press release.

Yeah, David, Jeff, I would just add, our reported earnings that we expect to report, we essentially kept the original range, you know, to be honest, although we stressed we'd probably 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 got it to in February, Dave. And we're absorbing just another 11 cents just from May to today. And it was probably another five or 10 cents 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.

Yeah, that's clear. Thanks so much.

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

Yeah, sounds great. Thanks, guys.

Thanks, Dave.

Your next question comes from the line of Ramzi El-Assal. Your line is open.

Hi, thanks for taking my question today. I had a question on the merchant segment. You know, margins outperformed our model quite a bit and yields did as well. Maybe you could take both of those things in sequence and talk about, you know, 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.

Hey, Rand, 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 in 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 and margin overall. And I would say lastly to your question around yields, I think it continues to be a bit of a mixed 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, you know, excluding Russia, we grew top line, you know, a constant currency basis about fifteen percent volume grew about fifteen percent. 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 of it due to vertical markets, recovering or continuing to recover to some degree as well.

Got it. Super helpful. Thank you. 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, you know, the potential for, you know, recessionary impact on numbers? Are you seeing any signs of consumer spending weakening and what you're seeing in your own book? 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 the June and May sort of timeframes. 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, you know, relatively, I'd say, comfortable with how we see volumes progressing through July relative to our expectations.

Yeah, Ramzi and 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 in the slide 35% commercial card growth. In the second quarter, and look, for those of us, and I would say, you know, those trends and expectations are very similar to what you heard out of Visa, MasterCard, Pfizer last week. So really pleased to be where we are. You know, I've been in on the road the last kind of couple 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 need me to tell you that things are in a healthy place.

That's for sure. All right. Thanks so much. Appreciate your comments. Thank you.

Thanks very much. Your next question comes from the line of Robert Napoli. Your line is open.

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

Yeah, Bob and Jeff, I'll start. It's a great question. So, yes, the 30% in mineral tree 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 break-even, which we've been able to grow the revenue substantially while significantly improving The profitability, so no surprise to you on your 2nd question that 1 of our targets is a revenue synergy matter when we did mineral tree was to cross sell that into what's now post evil 1500 at 5, but Prebo is like 1300 or whatever 1350, whatever the math is is today. The pipeline is very deep there. We're very pleased about how the business is is executing. We actually brought someone in at the end of June to whom mineral tree now reports is running all of our issuers B to B. He's terrific and is off to a great start. I'd also say there's a ton of overlap, not just in the EFI 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 a lot. You would think about advanced ND. For example, in healthcare, you think about TouchNet and the higher ed and university. Those are all really good targets for cross-selling. We're very excited about the revenue opportunities in that business. Cameron, you want to add anything?

No, I think that covers it 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, you know, faster rates of growth across the entire B2B channel.

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

Yeah, Bob, it's a great question. So I would say in our business, most things are derivatives of revenue growth. So, if you look at what we reported, and what Josh said this morning, if you're growing, like, for like revenue, and I think X net spend is something like 11% constant currency revenue growth X next spend a lot of that is going to fall 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. we've got double-digit kind of 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 lot of the pandemic, we were kind of coming into a recovery in those businesses. As we alluded to in our November 1st call of last year and obviously our February call, Bob, of this year, those have now returned to comparative growth. So they're 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 they're about growth in the second quarter for a group of markets, software, business, and aggregate. Well, you know, you talk about rule of kind of 40 in software, probably rule of 50, and in some cases rule of 60. So not surprising, a lot of that stuff is going to drop to the bottom line.

Yeah, Bob, and it's Cameron. The only thing I would add to that is that we've always been highly, highly focused on profitable growth in our business. You know, we don't give our solutions away for nothing. You know, we believe in the value proposition that we deliver to our customers. More and more, we're leading with technology, obviously with drives, higher margins in the business and better outcomes. And I think there's really no better representation of that between the alignment and 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.

Thank you. Thanks, Bob. Your next question comes from the line of Jamie Friedman. Your line is open.

Hi. Congratulations on the numbers and the transactions. I want to ask about NetSpend's B2B exposure. Jeff, you mentioned in your prepared remarks about PayCard, but can you remind us what that does and roughly the size of it, if you have it?

Yeah, of course, Jamie. So we actually, I think Paul said this at the time we announced in February our strategic review. It's about 100, 110 million of revenue. In fact, in the schedules we produced today, I'm going to say it's schedule two, we actually gave supplemental kind of pro formas as to what it would look like. And you also see that throughout. So you actually see what issuer with pay card and B2B from NetSpend in it looks like, and you see what we're selling without it in there. So, but I'll just quote you from memory, having looked at those schedules quite a bit, is it's something like 100, 110 million revenue. Jamie of yearly revenue in that business. It's mostly pay card, but there's also earned wage access and some banking as a service businesses in that business too. And I think as I said in prepared remarks, it grew mid-teens on a normalized basis. In the second quarter, the reason I say normalized is you had some like stimulus effects kind of last year jamie so you have a little bit of you know the second quarter there was still stimulus coming from the federal government but uh mid-teens is what it's grown at uh and it's a natural corollary uh to the uh the assets that we have in issuer b2b which is to say virtual card commercial card the assets we have in uh in cameron's business and merchant in harlem with payroll so it's a very nice uh corollary to those businesses got it and then um

My second one was about issuer. Nice acceleration here. I'm just wondering what's contemplated for the rest of the year in issuer, if you could get us oriented with that.

Yeah, it's Jeff. I'll start, and then I'll turn it over to Josh. So, as I said, if I prepare March, Jamie, right on track with what we expected. X mineral trade was 4%. constant currency growth, which is what we're tracking. Obviously, with MineralTree, we printed six, 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 record pipeline, accounts on file and transactions, commercial card, 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 of the rest of the year?

Yeah, sure, Jamie. So I think if you think of, if you go back to the first quarter, you know, ex-mineral tree, we saw margins expand, you know, 50 basis points. And then for the second quarter, we also saw margins expand, you know, 60 basis points, you know, ex-mineral tree. And for the back half of the year, you know, we're expected to see further margin expansion, you know, strong operating leverage, you know, expense management. So we see that accelerating. And then, you know, I think it goes back to Jeff's comment around operating leverage. You know, we've seen You know, a nice, you know, a very strong trend from the 1st quarter, the 2nd quarter from a revenue revenue perspective, and we expect that to to go ahead and continue into the 3rd and 4th quarter, which will also contribute to to margin.

And Jamie, I would just say, you know, in terms of outlook for that business, and I think Josh is exactly right about what we're managing to. You know, most of my trips, especially overseas and outside the U.S. to Canada 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 cells, AWS cells, we were worried when we first started this, you know, to say, hey, look, what's the path for regulated institutions? to move to the cloud. That might have been true three 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.

Thank you both.

Well, thanks, Jamie. On behalf of Global Payments, thank you for joining us this morning.

This concludes today's conference call. You may now disconnect.