Group 1 - CoreCard Corporation (CCRD) shares increased by 5.7% to $27.3, following a period of 3.8% loss over the past four weeks, indicating a significant trading volume [1] - The stock surge was driven by Euronet Worldwide's strong second-quarter results and the strategic importance of its acquisition of CoreCard, which reassured investors about the deal's positive impact on earnings [2] - CoreCard is projected to report quarterly earnings of $0.29 per share, reflecting a year-over-year decline of 3.3%, while revenues are expected to reach $16.2 million, a 3.2% increase from the previous year [3] Group 2 - The consensus EPS estimate for CoreCard has remained stable over the last 30 days, suggesting that the stock's price movement may not sustain without changes in earnings estimate revisions [4] - CoreCard holds a Zacks Rank of 3 (Hold), indicating a neutral outlook, while JBT Marel (JBTM), another company in the same industry, experienced a 1.4% increase in its stock price [4] - JBT's consensus EPS estimate has increased by 1.7% over the past month to $1.51, showing a year-over-year change of 0.7%, and it also holds a Zacks Rank of 3 (Hold) [5]

Core Transaction Overview - The proposed sale of CoreCard Corporation (NYSE: CCRD) to Euronet Worldwide, Inc. (NasdaqGS: EEFT) involves an exchange of CoreCard shares for Euronet shares based on a calculated exchange ratio [1] - The exchange ratio will range from 0.2783 to 0.3142, depending on the Final Euronet Stock Price, which is determined by the volume weighted average share price over a specified trading period [1] - CoreCard shareholders will receive 0.3142 Euronet shares if the Final Euronet Stock Price is at or below $95.48, and 0.2783 Euronet shares if the price is at or above $107.80 [1] Legal Investigation - Kahn Swick & Foti, LLC (KSF) is investigating whether the proposed transaction adequately values CoreCard and the process leading to this valuation [1] - The investigation is led by former Louisiana Attorney General Charles C. Foti, Jr., Esq., indicating a focus on potential undervaluation of the company [1]

Group 1 - The Ademi Firm is investigating CoreCard for potential breaches of fiduciary duty and other legal violations related to its transaction with Euronet [1] - In the transaction, CoreCard shareholders will receive between 0.2783 and 0.3142 shares of Euronet, with the exact ratio yet to be determined [1]

Group 1: Earnings Performance - CoreCard Corporation (CCRD) reported quarterly earnings of $0.31 per share, exceeding the Zacks Consensus Estimate of $0.27 per share, and up from $0.15 per share a year ago, representing an earnings surprise of +14.81% [1] - The company has surpassed consensus EPS estimates for four consecutive quarters [2] - CoreCard's revenues for the quarter ended June 2025 were $17.59 million, exceeding the Zacks Consensus Estimate by 6.95%, and up from $13.8 million year-over-year [2] Group 2: Stock Performance and Outlook - CoreCard shares have increased approximately 24.8% since the beginning of the year, outperforming the S&P 500's gain of 10% [3] - The future performance of CoreCard's stock will depend on management's commentary during the earnings call and the company's earnings outlook [4][6] - The current consensus EPS estimate for the upcoming quarter is $0.29 on revenues of $16.2 million, and for the current fiscal year, it is $1.10 on revenues of $66.04 million [7] Group 3: Industry Context - The Technology Services industry, to which CoreCard belongs, is currently ranked in the top 37% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact CoreCard's stock performance [5]

[Executive Summary & Q2 2025 Financial Highlights](index=1&type=section&id=Executive%20Summary) This section provides a high-level overview of CoreCard Corporation's strong financial performance in Q2 2025 and key revenue drivers [Q2 2025 Key Financial Metrics](index=1&type=section&id=Financial%20Highlights%20for%20the%20three%20months%20ended%20June%2030%2C%202025) CoreCard Corporation reported substantial growth in total revenues, income from operations, net income, and both GAAP and Adjusted EPS and EBITDA for Q2 2025 compared to Q2 2024 Q2 2025 Key Financial Metrics | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (YoY) | | :----------------------- | :--------------------- | :--------------------- | :----------- | | Total Revenues | $17,594 | $13,797 | +27.5% | | Income from operations | $2,663 | $1,149 | +131.8% | | Net income | $1,984 | $896 | +121.4% | | Diluted EPS | $0.24 | $0.11 | +118.2% | | Adjusted diluted EPS | $0.31 | $0.15 | +106.7% | | Adjusted EBITDA | $4,185 | $2,476 | +69.0% | [Revenue Disaggregation by Type](index=1&type=section&id=Revenue%20Disaggregation) Professional services and processing & maintenance were the primary drivers of revenue growth in Q2 2025, with third-party revenue also showing significant year-over-year increase Revenue Disaggregation by Type | Revenue Type (in thousands) | Q2 2025 | Q2 2024 | Change (YoY) | | :-------------------------- | :------ | :------ | :----------- | | License | $− | $− | N/A | | Professional services | $9,381 | $6,973 | +34.5% | | Processing and maintenance | $6,564 | $5,694 | +15.3% | | Third party | $1,649 | $1,130 | +46.0% | | **Total** | **$17,594** | **$13,797** | **+27.5%** | [Pending Acquisition by Euronet Worldwide, Inc.](index=1&type=section&id=Pending%20Transaction%20with%20Euronet%20Worldwide%2C%20Inc.) This section details the proposed acquisition of CoreCard by Euronet Worldwide, Inc., including merger agreement specifics and shareholder information [Merger Agreement Details](index=1&type=section&id=Merger%20Agreement%20Details) CoreCard entered into a Merger Agreement with Euronet Worldwide, Inc. on July 30, 2025, under which CoreCard will become a wholly-owned subsidiary of Euronet, with closing anticipated in late 2025, subject to shareholder and regulatory approvals - CoreCard entered into an Agreement and Plan of Merger with Euronet Worldwide, Inc. on July 30, 2025, expecting to become a wholly-owned subsidiary of Euronet by late 2025, subject to CoreCard shareholder approval and customary closing conditions[5](index=5&type=chunk) - Due to the pending acquisition, CoreCard will not host a webcast or conference call to discuss Q2 2025 results, directing stakeholders to the Form 10-Q filing for further details[6](index=6&type=chunk) [Shareholder Information and Solicitation](index=2&type=section&id=Important%20Information%20for%20Shareholders%20and%20Investors) Euronet plans to file a Form S-4 Registration Statement containing a proxy statement/prospectus, which will provide important information about the proposed transaction for shareholders, and identifies potential participants in proxy solicitation - Euronet plans to file a Form S-4 Registration Statement with the SEC, containing a proxy statement/prospectus, which will be delivered to CoreCard shareholders and contain important information about the proposed transaction[7](index=7&type=chunk) - The Company and Euronet, along with their respective directors and executive officers, may be deemed participants in the solicitation of proxies from CoreCard's shareholders regarding the transaction[8](index=8&type=chunk) [No Offer or Solicitation Disclaimer](index=2&type=section&id=No%20Offer%20or%20Solicitation) This communication explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor a solicitation of any vote or approval related to the proposed transaction - This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and no offering of securities shall be made except by means of a prospectus[9](index=9&type=chunk) [Company Overview](index=2&type=section&id=About%20CoreCard%20Corporation) This section provides an overview of CoreCard Corporation's business, highlighting its role as a leading provider of credit technology solutions and processing services [Company Profile](index=2&type=section&id=Company%20Profile) CoreCard Corporation is a leading provider of innovative credit technology solutions and processing services, offering a 'gold standard' card issuing platform built for global transactions in an embedded digital world - CoreCard Corporation (NYSE: CCRD) provides a **'gold standard' card issuing platform** for the future of global transactions, dedicated to technological innovation in the payments industry[10](index=10&type=chunk) - The company helps customers conceptualize, implement, and manage all aspects of their issuing card programs, focusing on steady, sustainable growth and providing real-time transactions via its proven platform[10](index=10&type=chunk) [Forward-Looking Statements and Risk Factors](index=2&type=section&id=Forward-Looking%20Statements) This section outlines the inherent risks and uncertainties associated with forward-looking statements, particularly concerning the pending acquisition by Euronet Worldwide, Inc [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) This section clarifies that statements regarding the proposed Euronet transaction and future expectations are forward-looking and subject to significant risks and uncertainties that could cause actual results to differ materially - The release contains forward-looking statements regarding the proposed transaction between Euronet and CoreCard, including expected filings, timing of closing, and ability to complete the transaction[12](index=12&type=chunk) - These statements are based on current beliefs and expectations but are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed[12](index=12&type=chunk) [Key Risks and Uncertainties](index=3&type=section&id=Risks%20and%20uncertainties) Key risks associated with the proposed acquisition include the potential for non-completion, delays in obtaining necessary approvals, adverse impacts on personnel and customer relationships, and the diversion of management's attention - Risks include the proposed transaction not being completed timely or at all, which could adversely affect CoreCard's and Euronet's businesses and securities prices[13](index=13&type=chunk) - Potential failure to receive required approvals (shareholder, regulatory) or to satisfy other conditions to the consummation of the proposed transaction[13](index=13&type=chunk) - The announcement, pendency, or completion of the proposed transaction may affect the ability to attract, motivate, retain key personnel, maintain customer/supplier relationships, or impact operating results and business generally[13](index=13&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) This section presents CoreCard Corporation's consolidated financial statements, including statements of operations and balance sheets, detailing financial performance and position [Consolidated Statements of Operations](index=3&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) CoreCard reported significant increases in total net revenue, income from operations, and net income for both the three and six months ended June 30, 2025, compared to the prior year periods, driven by service revenue growth Consolidated Statements of Operations | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total net revenue | $17,594 | $13,797 | $34,282 | $26,873 | | Total cost of revenue | $9,637 | $9,090 | $19,017 | $18,590 | | Income from operations| $2,663 | $1,149 | $5,470 | $1,676 | | Net income | $1,984 | $896 | $3,890 | $1,326 | | Diluted EPS | $0.24 | $0.11 | $0.48 | $0.16 | [Consolidated Balance Sheets](index=4&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, CoreCard's total assets increased to $70.9 million from $62.3 million at December 31, 2024, primarily due to higher cash balances and property and equipment, while total liabilities and stockholders' equity also grew Consolidated Balance Sheets - Assets | Asset (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Cash | $26,621 | $19,481 | | Marketable securities| $5,642 | $5,410 | | Accounts receivable, net | $6,767 | $10,235 | | Other current assets | $6,807 | $5,048 | | **Total current assets** | **$45,837** | **$40,174** | | Investments | $3,179 | $3,776 | | Property and equipment, net | $13,833 | $12,282 | | Other long-term assets | $8,079 | $6,106 | | **Total assets** | **$70,928** | **$62,338** | Consolidated Balance Sheets - Liabilities and Equity | Liability/Equity (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Accounts payable | $1,710 | $823 | | Deferred revenue, current | $2,084 | $2,033 | | Accrued payroll | $4,192 | $2,856 | | Accrued expenses | $462 | $723 | | Other current liabilities | $2,227 | $2,017 | | **Total current liabilities** | **$10,675** | **$8,452** | | Total noncurrent liabilities | $3,937 | $2,189 | | **Total stockholders' equity** | **$56,316** | **$51,697** | | **Total liabilities and stockholders' equity** | **$70,928** | **$62,338** | [Non-GAAP Financial Measures Reconciliation](index=5&type=section&id=Reconciliation%20of%20GAAP%20to%20NON-GAAP%20Measures) This section provides reconciliations of non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS, to their most directly comparable GAAP counterparts [Information Regarding Non-GAAP Measures](index=5&type=section&id=Information%20Regarding%20Non-GAAP%20Measures) CoreCard utilizes Adjusted EBITDA and Adjusted EPS as supplemental non-GAAP measures to assess core operating performance, excluding specific non-recurring or non-cash items, and clarifies that these should not be considered alternatives to GAAP measures - CoreCard considers Adjusted EBITDA and Adjusted EPS as supplemental non-GAAP measures to evaluate and compare core operating results from period to period, not as alternatives to GAAP measures[23](index=23&type=chunk)[26](index=26&type=chunk) - Adjusted EBITDA is defined as net income (loss) adjusted to exclude depreciation and amortization, share-based compensation, income tax, investment income/loss, and other income/expense[24](index=24&type=chunk) - Adjusted EPS is defined as diluted earnings per share adjusted to exclude the impact of share-based compensation expense[25](index=25&type=chunk) [Adjusted EPS Reconciliation](index=5&type=section&id=Adjusted%20EPS%20Reconciliation) Adjusted EPS for Q2 2025 was $0.31, a significant increase from $0.15 in Q2 2024, reflecting adjustments for share-based compensation and related income tax benefits Adjusted EPS Reconciliation | Metric (in thousands, except EPS) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | GAAP net income | $1,984 | $896 | $3,890 | $1,326 | | Share-based compensation | $672 | $425 | $1,145 | $585 | | Income tax benefit | $(168) | $(106) | $(286) | $(146) | | **Adjusted net income** | **$2,488** | **$1,215** | **$4,749** | **$1,765** | | **Adjusted EPS** | **$0.31** | **$0.15** | **$0.59** | **$0.22** | | Weighted-average shares | 8,117 | 8,143 | 8,107 | 8,207 | [Adjusted EBITDA Reconciliation](index=6&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q2 2025 increased to $4.2 million from $2.5 million in Q2 2024, resulting in an improved Adjusted EBITDA Margin of 23.8% compared to 17.9% in the prior year quarter Adjusted EBITDA Reconciliation | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | GAAP net income | $1,984 | $896 | $3,890 | $1,326 | | Depreciation and amortization | $850 | $902 | $1,595 | $1,927 | | Share-based compensation | $672 | $425 | $1,145 | $585 | | Investment loss | $145 | $199 | $580 | $438 | | Other income, net | $(169) | $(235) | $(306) | $(526) | | Income tax expense | $703 | $289 | $1,306 | $438 | | **Adjusted EBITDA** | **$4,185** | **$2,476** | **$8,210** | **$4,188** | | Total Revenue | $17,594 | $13,797 | $34,282 | $26,873 | | **Adjusted EBITDA Margin** | **23.8%** | **17.9%** | **23.9%** | **15.6%** |

Core Points - CoreCard Corporation reported total revenues of $17.6 million for the quarter ended June 30, 2025, an increase from $13.8 million in the same period in 2024, representing a growth of approximately 27.5% [2] - The company achieved net income of $2.0 million for the second quarter, compared to $0.9 million in the prior year, marking a year-over-year increase of approximately 122.2% [3] - Earnings per diluted share rose to $0.24 for the second quarter of 2025, up from $0.11 in the same quarter of 2024 [3] - Adjusted EBITDA for the second quarter was $4.2 million, compared to $2.5 million in the prior year, reflecting a growth of 68% [4] - CoreCard entered into a merger agreement with Euronet Worldwide, Inc. on July 30, 2025, which is expected to close in late 2025, subject to shareholder approval and customary closing conditions [5][6] Financial Performance - Total revenues for the three months ended June 30, 2025, were $17.6 million, with professional services contributing $9.4 million, processing and maintenance $6.6 million, and third-party revenues $1.6 million [2] - Income from operations was $2.7 million for the second quarter, compared to $1.1 million in the same quarter of the previous year [2] - The company reported adjusted earnings per diluted share of $0.31 for the second quarter, up from $0.15 in the prior year [3][29] Balance Sheet Highlights - As of June 30, 2025, total assets were $70.9 million, an increase from $62.3 million at the end of 2024 [20][22] - Current assets increased to $45.8 million from $40.2 million at the end of 2024, with cash rising to $26.6 million from $19.5 million [20] - Total stockholders' equity was $56.3 million as of June 30, 2025, compared to $51.7 million at the end of 2024 [22] Non-GAAP Measures - Adjusted EBITDA margin for the second quarter was 23.8%, compared to 17.9% in the same quarter of the previous year [29] - The reconciliation of GAAP to non-GAAP measures showed adjusted net income of $2.5 million for the second quarter, compared to $1.2 million in the prior year [28]

Part I. Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) CoreCard Corporation's unaudited consolidated financial statements for Q2 2025 and related periods are presented, covering balance sheets, income, comprehensive income, equity, and cash flows, with detailed explanatory notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets show an increase in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by higher cash and cash equivalents and accumulated earnings Consolidated Balance Sheet Highlights (in thousands) | Total stockholders' equity | $56,316 | $51,697 | +$4,619 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) CoreCard reported significant revenue and net income growth for both the three and six months ended June 30, 2025, compared to the same periods in 2024, driven by increased service revenue Consolidated Statements of Operations Highlights (in thousands, except per share) | Diluted Earnings per share | $0.24 | $0.11 | $0.48 | $0.16 | - Total net revenue increased by **28%** for both the three and six months ended June 30, 2025, compared to the respective periods in 2024[11](index=11&type=chunk) - Net income **more than doubled** for both the three and six months ended June 30, 2025, compared to the respective periods in 2024[11](index=11&type=chunk) [Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) The Consolidated Statements of Comprehensive Income (Loss) show a significant increase in total comprehensive income for the three and six months ended June 30, 2025, primarily driven by higher net income, despite foreign currency translation adjustments Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Total comprehensive income | $1,636 | $865 | $3,524 | $1,298 | [Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity increased from December 31, 2024, to June 30, 2025, primarily due to net income and stock compensation expense, partially offset by accumulated other comprehensive loss Stockholders' Equity Changes (in thousands) | Total Stockholders' Equity | $51,697 | $3,890 | $1,095 | $51 | $(417) | $56,316 | - The company had approximately **$7.1 million** authorized for future common stock repurchases as of June 30, 2025[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash provided by operating activities significantly increased for the six months ended June 30, 2025, compared to the same period in 2024, leading to a net increase in cash, while investing activities remained a net use of cash and financing activities saw no repurchases in 2025 Consolidated Statements of Cash Flows Highlights (in thousands) | Cash at end of period | $26,621 | $22,589 | - The substantial increase in operating cash flow in 2025 was primarily due to lower accounts receivable, higher net income, and increased accounts payable and accrued payroll[99](index=99&type=chunk) [Notes to Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed disclosures on CoreCard's financial statements cover accounting policies, revenue, investments, stock-based compensation, fair value, commitments, segment information, income taxes, and significant subsequent events [1. Summary of Significant Accounting Policies](index=7&type=section&id=1%2E%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company's unaudited consolidated financial statements are prepared in accordance with GAAP for interim reporting, with no material changes to significant accounting policies in the first half of 2025. New accounting pronouncements, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation), are being evaluated for future impact - No material changes in significant accounting policies during the first half of 2025 compared to the 2024 Form 10-K[21](index=21&type=chunk) - FASB issued **ASU 2023-09 (Income Taxes)** effective for annual periods beginning after **December 15, 2024**, which the company will adopt in its 2025 Form 10-K[22](index=22&type=chunk) - FASB issued **ASU 2024-03 (Expense Disaggregation)** effective for fiscal years beginning after **December 15, 2026**, which the company is currently evaluating[23](index=23&type=chunk) [2. Revenue](index=7&type=section&id=2%2E%20REVENUE) CoreCard's revenue is primarily from professional services, processing, and maintenance, with no product (software license) revenue in the reported periods. Revenue increased significantly year-over-year, with the United States being the dominant geographic market and Customer A (Goldman Sachs) representing a substantial concentration of revenue Revenue Disaggregation by Type (in thousands) | Total | $17,594 | $13,797 | $34,282 | $26,873 | Revenue by Geographic Area (in thousands) | Total | $17,594 | $13,797 | $34,282 | $26,873 | - Customer A (Goldman Sachs Group, Inc.) represented **62%** and **63%** of consolidated revenue for the three and six months ended June 30, 2025, respectively, indicating significant customer concentration[29](index=29&type=chunk)[74](index=74&type=chunk) [3. Notes Receivable](index=9&type=section&id=3%2E%20NOTES%20RECEIVABLE) CoreCard holds promissory notes with a total carrying value of $486,000 as of June 30, 2025, split between current and noncurrent assets, all bearing a 5.25% annual interest rate and maturing in December 2028 - Current portion of notes receivable: **$240,000** at June 30, 2025[30](index=30&type=chunk) - Noncurrent portion of notes receivable: **$246,000** at June 30, 2025[30](index=30&type=chunk) - All notes have an annual interest rate of **5.25%** and mature in **December 2028**[30](index=30&type=chunk) [4. Investments](index=9&type=section&id=4%2E%20INVESTMENTS) CoreCard holds significant equity method and cost-method investments in privately held FinTech-related companies. The primary equity method investment resulted in losses of $681,000 for the six months ended June 30, 2025, but no impairment was recorded due to a recent funding round valuation exceeding carrying value - **20.2%** ownership in a privately held identity and professional services company (FinTech industry) with a carrying value of **$2,842,000** at June 30, 2025, accounted for using the equity method[31](index=31&type=chunk) - Equity method investment resulted in losses of **$165,000** (Q2 2025) and **$681,000** (YTD Q2 2025), included in investment loss[31](index=31&type=chunk) - CoreCard participated in an **$8.5 million** funding round for the equity method investee in April 2025, contributing an additional **$300,000** in Q4 2024, which diluted ownership to **20.2%**. The valuation from this fundraise was above CoreCard's carrying value, indicating no impairment[31](index=31&type=chunk) - Other investments include a **12.5%** interest in a supply chain/receivables financing company (**$182,000** carrying value) and a **3.4%** interest in a FinTech technology company (**$155,000** carrying value), both recorded at cost[32](index=32&type=chunk) [5. Stock-Based Compensation](index=10&type=section&id=5%2E%20STOCK-BASED%20COMPENSATION) CoreCard recorded $1,145,000 in stock-based compensation expense for the six months ended June 30, 2025, a significant increase from the prior year. Shareholders approved a new 2025 Employee Stock Incentive Plan, authorizing 750,000 shares. The company also granted shares to non-employee directors and has unrecognized compensation costs for RSUs Stock-Based Compensation Expense (in thousands) | Six Months Ended June 30 | $1,145 | $585 | - Shareholders approved the **2025 Employee Stock Incentive Plan** in May 2025, authorizing **750,000 shares**[33](index=33&type=chunk) - **5,703 shares** (**$150,000**) were granted to independent directors in Q2 2025, vesting upon issuance[34](index=34&type=chunk) - As of June 30, 2025, unrecognized compensation costs for unvested RSUs totaled **$3.6 million**, to be recognized over a weighted-average period of **1.9 years**[40](index=40&type=chunk) [6. Fair Value of Financial Instruments](index=11&type=section&id=6%2E%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) The carrying values of most financial instruments approximate their fair value due to short-term maturities. The company faces credit risk concentrations in cash, marketable securities, and receivables, with cash balances potentially exceeding FDIC insurance limits - Carrying values of cash, marketable securities, accounts receivable, notes receivable, accounts payable, and certain other current liabilities approximate fair value due to short-term maturities[41](index=41&type=chunk) - Concentrations of credit risk exist in cash, marketable securities, trade accounts, and notes receivable, with cash balances potentially exceeding FDIC insurance limits[42](index=42&type=chunk) [7. Fair Value Measurements](index=11&type=section&id=7%2E%20FAIR%20VALUE%20MEASUREMENTS) CoreCard uses a three-level hierarchy for fair value measurements, prioritizing observable inputs. As of June 30, 2025, all measured assets (cash equivalents and marketable securities) were classified as Level 1, indicating valuations based on quoted prices in active markets - Fair value measurements are categorized into **Level 1** (quoted prices in active markets), **Level 2** (quoted prices in less active markets or observable inputs), and **Level 3** (unobservable inputs)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) Fair Value Hierarchy of Assets (in thousands) as of June 30, 2025 | Total assets | $25,631 | $− | $− | $25,631 | - No transfers of financial instruments between fair value hierarchy levels occurred during the six months ended June 30, 2025 or 2024[50](index=50&type=chunk) [8. Marketable Securities](index=12&type=section&id=8%2E%20MARKETABLE%20SECURITIES) CoreCard's marketable securities, primarily corporate, municipal debt, and treasury securities, had an estimated fair value of $5,642,000 as of June 30, 2025, with an unrealized gain of $207,000. The majority of these securities mature after one year Marketable Securities (in thousands) as of June 30, 2025 | Corporate, municipal debt and treasury securities | $5,435 | $207 | $− | $5,642 | - No marketable securities were in an unrealized loss position or identified as other-than-temporarily impaired as of June 30, 2025[51](index=51&type=chunk) Maturities of Marketable Securities (in thousands) as of June 30, 2025 | Total | $5,435 | $5,642 | [9. Commitments and Contingencies](index=12&type=section&id=9%2E%20COMMITMENTS%20AND%20CONTINGENCIES) CoreCard has operating lease commitments of **$4,738,000** and approved a retention program with a maximum liability of **$13.151 million**, recording an initial **$50,000** liability, with no material legal proceedings pending Lease Information (in thousands, except years and rate) | Weighted average discount rate | 7.2% | 6.6% | - Cash paid for operating leases was **$718,000** for the six months ended June 30, 2025[55](index=55&type=chunk) - A retention program for long-term employees was approved in May 2025, with a maximum liability of approximately **$13,151,000**, to be paid if employees remain through December 31, 2028. An initial liability of **$50,000** was recorded in Q2 2025[56](index=56&type=chunk) - No pending or threatened legal proceedings are expected to have a material adverse effect on the company's financial condition or results of operations[57](index=57&type=chunk) [10. Segment Information](index=15&type=section&id=10%2E%20Segment%20Information) CoreCard operates as a single operating segment, with its CEO reviewing consolidated financial information, operating margin, and net income to assess performance and allocate resources - The Company operates as **one operating segment**[58](index=58&type=chunk) - The Chief Operating Decision Maker (CODM) uses consolidated operating margin and net income to assess financial performance and allocate resources[58](index=58&type=chunk) Selected Financial Information by Segment (in thousands, except per share data) | Net income | $1,984 | $896 | $3,890 | $1,326 | [11. Income Taxes](index=15&type=section&id=11%2E%20Income%20Taxes) CoreCard recognizes deferred tax liabilities and assets based on temporary differences and has determined no uncertain tax positions or unrecognized tax benefits. The effective tax rates for the three and six months ended June 30, 2025, were 26.2% and 25.1%, respectively - Effective tax rates for the three and six months ended June 30, 2025, were **26.2%** and **25.1%**, respectively, compared to **24.4%** and **24.8%** for the same periods in 2024[98](index=98&type=chunk) - No unrecognized tax benefits or accrued interest/penalties associated with unrecognized tax benefits at June 30, 2025, or December 31, 2024[61](index=61&type=chunk) - The company is generally no longer subject to U.S. federal, state, local, or foreign income tax examinations for returns filed more than three years ago[62](index=62&type=chunk) [12. Subsequent Events](index=16&type=section&id=12%2E%20Subsequent%20Events) Subsequent to the reporting period, CoreCard entered into a definitive merger agreement with Euronet Worldwide, Inc., valuing the company at approximately $248 million ($30 per share), with the transaction expected to close in Q4 2025. Additionally, the One Big Beautiful Bill Act (OBBBA) was enacted, which is expected to decrease the company's current year cash tax liability - On **July 30, 2025**, CoreCard entered into a Merger Agreement with Euronet Worldwide, Inc., where CoreCard will become a wholly-owned subsidiary of Euronet[63](index=63&type=chunk) - The proposed merger values CoreCard at approximately **$248 million**, or **$30 per share** of common stock[65](index=65&type=chunk) - The merger is expected to close by **January 30, 2026** (with potential extensions), and CoreCard Common Stock will be delisted from NYSE upon consummation[65](index=65&type=chunk)[66](index=66&type=chunk) - On **July 4, 2025**, the **One Big Beautiful Bill Act (OBBBA)** was enacted, which is anticipated to decrease CoreCard's current year cash tax liability[66](index=66&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses CoreCard's financial performance, condition, and significant revenue growth, particularly from Goldman Sachs, alongside the proposed Euronet merger, liquidity, capital resources, and key risk factors [Overview](index=17&type=section&id=Overview) CoreCard Corporation, a FinTech industry technology and processing services provider, operates globally through subsidiaries. Its revenue growth is increasingly driven by processing services, with Goldman Sachs (Customer A) being a major client, contributing 63% of consolidated revenues in the first six months of 2025. The company's infrastructure is designed for scalability, and it continues to invest in personnel and global expansion - CoreCard provides technology solutions and processing services to the FinTech industry[71](index=71&type=chunk) - Operations are conducted through affiliate companies in Romania, India, UAE, and Colombia, with executive support from Norcross, Georgia[72](index=72&type=chunk) - Customer A (Goldman Sachs) accounted for **63%** of consolidated revenues in the first six months of 2025, and their agreement was extended through **December 31, 2030**[74](index=74&type=chunk)[75](index=75&type=chunk) - The company is adding new processing customers at a faster pace than license customers, leading to steady growth in processing revenue[73](index=73&type=chunk) [Proposed Merger with Euronet Worldwide Inc.](index=19&type=section&id=Proposed%20Merger%20with%20Euronet%20Worldwide%20Inc%2E) CoreCard has entered into a merger agreement with Euronet Worldwide, Inc., where CoreCard will become a wholly-owned subsidiary. The transaction values CoreCard at approximately $248 million ($30 per share), with shareholders receiving Euronet common stock based on an exchange ratio. The merger is subject to shareholder and regulatory approvals and is expected to close in Q4 2025, after which CoreCard stock will be delisted - CoreCard entered into a Merger Agreement with Euronet Worldwide, Inc. on **July 30, 2025**, for CoreCard to become a wholly-owned subsidiary[81](index=81&type=chunk) - The transaction values CoreCard at approximately **$248 million**, or **$30 per share**[84](index=84&type=chunk) - Upon merger, outstanding RSUs will vest and convert to Per Share Merger Consideration, and stock options will become fully vested and exercisable for cash[85](index=85&type=chunk) - The merger is subject to conditions including shareholder approval, HSR Act clearance, and effectiveness of Euronet's Form S-4 registration statement, with an expected closing in **Q4 2025**[87](index=87&type=chunk)[91](index=91&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) CoreCard experienced strong financial performance for the three and six months ended June 30, 2025, with significant revenue growth driven by professional services and processing. Operating expenses increased due to higher bonus accruals, but cost of revenue as a percentage of total revenue decreased, leading to improved operating income and net income [Revenue](index=21&type=section&id=Revenue) Total revenue increased by 28% for both the three and six months ended June 30, 2025, primarily due to higher professional services revenue from Goldman Sachs and increased transaction processing and software maintenance services. No product revenue was recognized in these periods - Total revenue for the three and six months ended June 30, 2025, was **$17,594,000** and **$34,282,000**, respectively, representing a **28%** increase compared to 2024[92](index=92&type=chunk) - Service revenue growth was driven by an increase in the number and value of professional services contracts, particularly from Goldman Sachs, and increased transaction processing and software maintenance due to more customers and accounts[94](index=94&type=chunk) - No product (software license) revenue was recognized in the three and six months ended June 30, 2025 or 2024[94](index=94&type=chunk) [Cost of Revenue](index=21&type=section&id=Cost%20of%20Revenue) Cost of revenue as a percentage of total revenue decreased to 55% for both the three and six months ended June 30, 2025, down from 66% and 69% in the prior year, primarily due to higher rates for professional services, particularly from increased managed services revenue from Goldman Sachs - Total cost of revenue was **55%** of total revenue for the three and six months ended June 30, 2025, a decrease from **66%** and **69%** in the corresponding 2024 periods[93](index=93&type=chunk) - The decrease in cost of revenue as a percentage of revenue is primarily due to higher rates for professional services, especially from increased managed services revenue from Goldman Sachs, partially offset by higher low-margin third-party revenues[93](index=93&type=chunk) [Operating Expenses](index=23&type=section&id=Operating%20Expenses) Total operating expenses increased by 49% and 48% for the three and six months ended June 30, 2025, respectively. Development and general and administrative expenses saw significant increases, mainly due to higher bonus accruals, while marketing expenses decreased - Total operating expenses increased **49%** (three months) and **48%** (six months) in 2025 compared to 2024[96](index=96&type=chunk) - Development expenses increased **63%** (three months) and **66%** (six months) due to higher bonus accruals[96](index=96&type=chunk) - General and administrative expenses increased **37%** (three months) and **31%** (six months) due to higher bonus accruals[96](index=96&type=chunk) - Marketing expenses decreased **40%** (three months) and **10%** (six months) as client acquisition continues with minimal marketing efforts[96](index=96&type=chunk) [Investment Loss](index=23&type=section&id=Investment%20Loss) Investment losses decreased for the three months ended June 30, 2025, but increased for the six-month period, primarily due to the equity method investment in a privately held FinTech identity and professional services company that is investing in future growth Investment Loss (in thousands) | Six Months Ended June 30 | $(580) | $(438) | - The investment loss primarily relates to the equity method investment in a privately held identity and professional services company in the FinTech industry[97](index=97&type=chunk) [Other Income, net](index=23&type=section&id=Other%20Income%2C%20net) Other income, net, decreased for both the three and six months ended June 30, 2025, compared to the prior year periods Other Income, net (in thousands) | Six Months Ended June 30 | $306 | $526 | [Income Taxes](index=23&type=section&id=Income%20Taxes) The effective tax rates for the three and six months ended June 30, 2025, were 26.2% and 25.1%, respectively, showing a slight increase compared to the prior year Effective Tax Rates | Six Months Ended June 30 | 25.1% | 24.8% | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) CoreCard's cash and cash equivalents significantly increased to $26,621,000 at June 30, 2025, primarily due to a substantial increase in cash provided by operating activities. The company expects sufficient liquidity for operations and future FinTech business expansion, with $7.1 million remaining authorized for share repurchases - Cash and cash equivalents increased to **$26,621,000** at June 30, 2025, from **$19,481,000** at December 31, 2024[99](index=99&type=chunk) - Cash provided by operations for the six months ended June 30, 2025, was **$10,716,000**, a significant increase from **$2,341,000** in the prior year[99](index=99&type=chunk) - The company used **$3,105,000** for property, equipment, and capitalized internal-use software in the first six months of 2025[101](index=101&type=chunk) - As of June 30, 2025, approximately **$7.1 million** remained authorized for future share repurchases, with no repurchases made in the first six months of 2025[102](index=102&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) CoreCard currently has no off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition, liquidity, or results of operations - The company does not have any off-balance sheet arrangements likely to have a material effect on its financial condition, liquidity, or results of operations[103](index=103&type=chunk) [Critical Accounting Policies and Estimates](index=24&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) CoreCard's critical accounting policies include revenue recognition and valuation of investments, which involve significant estimates and judgments. There were no significant or material changes in the application of these policies during the six-month period ended June 30, 2025 - Critical accounting policies include revenue recognition and valuation of investments[104](index=104&type=chunk) - No significant or material changes in the application of critical accounting policies during the six-month period ended June 30, 2025[104](index=104&type=chunk) [Factors That May Affect Future Operations](index=24&type=section&id=Factors%20That%20May%20Affect%20Future%20Operations) CoreCard faces numerous risks that could impact future operations, including significant customer concentration with Goldman Sachs, uncertainties and potential costs related to the pending merger with Euronet, market volatility, increasing regulations, and operational challenges such as software development delays, security breaches, and talent retention - High customer concentration: Goldman Sachs Group, Inc. represented **63%** of consolidated revenues for the six months ended June 30, 2025, posing a risk of revenue loss if the customer is lost or reduces business[106](index=106&type=chunk) - Merger-related risks: The completion of the merger with Euronet is subject to various conditions, and failure to complete it could result in additional costs, loss of revenue, negative market reactions, and a **$7.5 million** termination fee[106](index=106&type=chunk)[107](index=107&type=chunk) - Operational risks: Delays in software development, failure to meet market requirements, security breaches, and inability to attract/retain key employees could negatively impact the business[107](index=107&type=chunk) - Market and regulatory risks: Weakness in global financial markets, increased federal and state regulations (e.g., data privacy, financial transactions), and competitive pressures could adversely affect results[107](index=107&type=chunk)[115](index=115&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, CoreCard Corporation is not required to provide quantitative and qualitative disclosures about market risk - Not required for smaller reporting companies[108](index=108&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204%2E%20Controls%20and%20Procedures) CoreCard's management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025. No significant changes in internal control over financial reporting occurred during the period - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of **June 30, 2025**[109](index=109&type=chunk) - No significant changes in internal control over financial reporting occurred during the period covered by the report[109](index=109&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=26&type=section&id=Item%201%2E%20Legal%20Proceedings) CoreCard is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently a party to or aware of any proceedings that are believed to have a material adverse effect on its business, financial condition, or results of operations[110](index=110&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A%2E%20Risk%20Factors) As a smaller reporting company, CoreCard Corporation is not required to make disclosures under this Item - Not required for smaller reporting companies[111](index=111&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) CoreCard had approximately $7.1 million remaining authorized for share repurchases under its program as of June 30, 2025, but did not purchase any shares during the quarter ended June 30, 2025 - Approximately **$7.1 million** of authorized share repurchases remained as of June 30, 2025[112](index=112&type=chunk) - No shares of common stock were repurchased during the quarter ended June 30, 2025[112](index=112&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203%2E%20Defaults%20Upon%20Senior%20Securities) CoreCard reported no defaults upon senior securities during the period - None[113](index=113&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204%2E%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to CoreCard Corporation - Not applicable[114](index=114&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205%2E%20Other%20Information) No director or officer of CoreCard Corporation adopted or terminated any Rule 10b5-1 or Non-Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or Non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025[116](index=116&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206%2E%20Exhibits) This section lists the exhibits filed or furnished with the Form 10-Q, including the Merger Agreement, the 2025 Employee Stock Incentive Plan, CEO/CFO certifications, and Inline XBRL data - Key exhibits include the **Agreement and Plan of Merger with Euronet Worldwide, Inc. (Exhibit 2.1)**, the **CoreCard Corporation 2025 Employee Stock Incentive Plan (Exhibit 10.1)**, and certifications from the **CEO and CFO (Exhibits 31.1, 31.2, 32.1)**[118](index=118&type=chunk) - **Inline XBRL data** (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE) is furnished but not filed for certain purposes[118](index=118&type=chunk) [Signatures](index=27&type=section&id=Signatures) The report is duly signed on behalf of CoreCard Corporation by J. Leland Strange, Chief Executive Officer and President, and Matthew A. White, Chief Financial Officer, on August 14, 2025 - Signed by J. Leland Strange, Chief Executive Officer, President, and Matthew A. White, Chief Financial Officer, on **August 14, 2025**[118](index=118&type=chunk)

Company Overview - CoreCard Corporation (CCRD) shares increased by 10% to close at $28.95, following a significant trading volume compared to normal sessions, despite an 8.7% loss over the past four weeks [1] - The company is set to merge with Euronet in a stock-for-stock transaction valued at approximately $248 million, or $30 per share [2] Financial Performance - CoreCard is expected to report quarterly earnings of $0.27 per share, reflecting an 80% year-over-year increase, with revenues projected at $16.45 million, a 19.2% increase from the previous year [3] - The consensus EPS estimate for CoreCard has remained unchanged over the last 30 days, indicating a potential lack of momentum in earnings estimate revisions [4] Industry Context - CoreCard operates within the Zacks Technology Services industry, where Allot Communications (ALLT) also resides, finishing the last trading session at $7.74, with a -9.4% return over the past month [4] - Allot Communications has seen a significant change in its consensus EPS estimate, dropping by 50% over the past month to $0, while still reflecting a 100% increase compared to the previous year's EPS [5]

Group 1 - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating CoreCard Corporation (NYSE: CCRD) regarding its sale to Euronet Worldwide, which involves an exchange ratio between 0.2783 and 0.3142 of Euronet common stock per share of CoreCard [1] - The investigation raises questions about the fairness of the deal for CoreCard shareholders [1] Group 2 - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm operates from the Empire State Building in New York City [2] - The firm encourages shareholders with concerns to contact them for additional information [3]

Financial Performance - Euronet reported revenue of $1,074.3 million, a 9% increase compared to $986.2 million in Q2 2024[17] - Operating income increased by 18% to $158.6 million, up from $134.3 million in Q2 2024[17] - Adjusted EBITDA grew by 16% to $206.2 million, compared to $178.2 million in Q2 2024[17] - Adjusted EPS increased by 14% to $2.56, up from $2.25 in Q2 2024[17] - On a constant currency basis, revenue increased by 6%, operating income by 13%, and adjusted EBITDA by 11%[17] Strategic Initiatives - Euronet signed a merger agreement to acquire CoreCard (NYSE: CCRD)[13] - The company signed an agreement with a top three bank in the United States for its Ren technology[13] - Euronet acquired a majority stake in Kyodai Remittance, a leading Japanese firm[71] Business Segment Highlights - Money Transfer digital transactions grew by 29%, with 55% of payouts going through digital channels[44] - epay now has 70% of its transactions fully digital[39] - EFT Processing revenue increased 11% to $338.5 million[20]